As filed with the Securities and Exchange Commission on April 28, 2015May 14, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142017

Commission file number: 001-14668

                                                

COMPANHIA PARANAENSE DE ENERGIA – COPEL

(Exact Name of Registrant as Specified in its Charter)

Energy Company of Paraná

(Translation of Registrant’s Name into English)

The Federative Republic of Brazil

(Jurisdiction of Incorporation or Organization)

Rua Coronel Dulcídio, 800

80420-170 Curitiba, Paraná, Brazil

(Address of Principal Executive Offices)

Luiz Fernando Leone ViannaJonel Nazareno Iurk

+55 41 3222 2027 – ri@copel.com

Rua Coronel Dulcídio, 800, 3rd floor – 80420 – 17080420.170 Curitiba, Paraná, Brazil

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

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

 

Title of Each Class

Name of Each Exchange on Which Registered

Preferred Class B Shares, without par value*

New York Stock Exchange

American Depositary Shares (as evidenced by American Depositary Receipts),

each representing one Preferred Class B Share

New York Stock Exchange

 

* Not for trading, but only in connection with the listing of American Depositary Shares on the New York Stock Exchange.

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 December 31, 2014:2017:

145,031,080 Common Shares, without par value

380,291328,627 Class A Preferred Shares, without par value

128,244,004128,295,668 Class B Preferred Shares, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yesx   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¨   Nox

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.

Yesx   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).

N/A

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer, and large accelerated filer””emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

Large accelerated filerx   Accelerated filer¨

Non-accelerated filer¨   Emerging growth company¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

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

U.S. GAAP  ¨                                             IFRS              x                                            Other¨

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.

N/A

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 Securities Exchange Act of 1934).

Yes¨  Nox


 

Table of Contents

Presentation of Financial and Other InformationInformation.

23

Forward-Looking StatementsStatements.

2

Item 1.

Identity of Directors, Senior Management and Advisers.

34

Item 2.

Offer Statistics and Expected Timetable.

34

Item 3.

Key Information.

45

Selected Financial Data.

45

Exchange Rates.

68

Risk Factors.

79

Item 4.

Information on the Company.

1726

The Company.

1726

Business.

29

Concessions.

55

Competition.

62

Environment

64

Plant, Property and Equipment

65

The Expropriation Process.

66

The Brazilian Electric Power Industry.

4667

Item 4A.

Unresolved Staff Comments.

6086

Item 5.

Operating and Financial Review and Prospects.

6086

Item 6.Overview.

87

Critical Accounting Policies.

91

Analysis of Electricity Sales and Cost of Electricity Purchased.

96

Results of Operations for the Years Ended December 31, 2017, 2016 and 2015.

97

Liquidity and Capital Resources.

107

Contractual Obligations.

112

Off-Balance Sheet Arrangements.

113

Item 6.

Directors, Senior Management and Employees.

80113

Board of Directors.

113

Board of Executive Officers.

117

Fiscal Council

119

Audit Committee.

120

Compensation of Directors, Officers, Fiscal Council Members and Audit Committee Members.

121

Employees.

122

Share Ownership.

123

Item 7.

Major Shareholders and Related Party Transactions.

86124

Major Shareholders.

124

Related Party Transactions.

88126

Item 8.

Financial Information.

Financial Information

88128

Legal Proceedings.

89128

Dividend Payments.

90130

Item 9.

The Offer and Listing.

93133

Item 10.

Additional Information.

95136

Memorandum and Articles ofAssociation.

95136

Material Contracts.

97139

Exchange Controls.

97140

Taxation.

98142

Dividends and Paying Agents.

104148

Statement Experts.

148

Documents on Display.

104149

Item 11.

Quantitative and Qualitative Disclosures about Market Risk.

104149

Item 12.

Description of Securities Other than Equity Securities.

104149

Item 12A.

Debt Securities.

104149

Item 12B.

Warrants and Rights.

104149

Item 12C.

Other Securities.

104149

Item 12D.

American Depositary Shares.

104149

Item 13.

Defaults, Dividend Arrearages and Delinquencies.

105150

Item 14.

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

105150

Item 15.

Controls and Procedures.

105151

Item 16A.

Audit Committee Financial Expert

107154


Item 16B.

Code of Ethics

107154

Item 16C.

Principal Accountant Fees and Services

107154

Item 16D.

Exemption from the Listing Standards for Audit Committees

108155

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

108155

Item 16F.

Changes in Registrant’s Certifying Accountant

108156

Item 16G.

Corporate Governance

109156

Item 17.

Financial Statements

110158

Item 18.

Financial Statements

110158

Item 19.

Exhibits

110159

Technical Glossary

111160

Signatures

117167

 

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, we refer to Companhia Paranaense de Energia ‒ Copel, and, unless the context otherwise requires, its consolidated subsidiaries as “Copel”, the “Company”, “we” or “us”.

References to (i) the “real”, “reais” or “R$” are to Brazilianreais (plural) and the Brazilianreal (singular) and (ii) “U.S. dollars”, “dollars” or “US$” are to United States dollars. We maintain our books and records in reais.reais. Certain figures included in this annual report have been subject to rounding adjustments.

Our consolidated financial statements as of December 31, 2014, 20132017 and 2012, of2016, and for each of the three years ended December 31, 2014, have been audited, as stated in the report appearing herein,2017, 2016 and 2015, are included in this annual report. We prepared our consolidated financial statements included in this annual report in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

The selected financial data as of December 31, 2016 and 2015 reflects the restatement of our Income Statement for the year ended December 31, 2015, and the restatement of our financial statements as of and for the year ended December 31, 2016. For more information, see Note 4.1 to our audited financial statements for December 31, 2017.

References in this annual report to the “Common Shares”, “Class A Shares” (or “Class A”) and “Class B Shares” (or “Class B”) are to our common shares, class A preferred shares and class B preferred shares, respectively. References to “American Depositary Shares” or “ADSs” are to American Depositary Shares, each representing one Class B Share. The ADSs are evidenced by American Depositary Receipts (“ADRs”).

Certain terms are defined the first time they are used in this annual report. As used herein, all references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively, references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively, references to “MW” and “MWh” are to megawatts and megawatt hours, respectively, and references to “kV” are to kilovolts. These and other technical terms are defined in the “Technical Glossary” that begins on page 111.160.

 

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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. We may also make written or oral forward-looking statements in our annual report to shareholders, in our offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees. These statements are not historical facts and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting the financial condition, liquidity or results of operations are examples of forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve only the current view of management and are subject to a number of inherent risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to:

·        Brazilian political and economic conditions;

·        economic conditions in the State of Paraná;

·        developments in other emerging market countries;

·        our ability to obtain financing;

·        lawsuits;

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·        technical and operational conditions related to the provision of electricity services;

·        changes in, or failure to comply with, governmental regulations;

·        competition;

·        electricity shortages; and

·        other factors discussed below under “Item 3.Key Information―Risk Factors”.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place undue reliance on any forward-looking statement contained in this annual report.

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

 

4

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Item 3. Key Information

SELECTED FINANCIAL DATA

This section contains selected consolidated financial data presented inreais and derived from our consolidated financial statements that were prepared in accordance with IFRS as of and for each of the five years ended December 31, 2017, 2016, 2015, 2014 and 2013.

The information set forth in this sectionfollowing selected financial data should be read in conjunction with our consolidated annualaudited financial statements (including the notes thereto) and, “Presentation of Financial and Other Data” andInformation”, “Item 5.  Operating and Financial Review and Prospects” and “Item 8 – Financial Information”.

WeThe selected financial data as of December 31, 2017,  2016, and 2015 and for the years ended December 31, 2017, 2016 and 2015 have been derived from our audited financial statements, prepared in accordance with IFRS, and included informationin this annual report. The selected financial data as of December 31,  2014 and 2013 and for the years ended December 31, 2014 and 2013, have been derived from our audited financial statements, prepared in accordance with respect toIFRS, which is not included in this annual report.

The selected financial data as of December 31, 2016 and 2015 reflects the dividends and interest attributable to shareholders’ equity paid to holdersrestatement of our common sharesIncome Statement for the year ended December 31, 2015, and preferred shares since January 1, 2010 under “Item 8. Financial Information—Dividend Payments—Paymentthe restatement of Dividends”.our financial statements as of and for the year ended December 31, 2016. For more information, see Note 4.1 to our audited financial statements for December 31, 2017.

5

 

As of and for the year ended December 31,

 

2014

2013

2012

2011

2010(1)

 

(R$ million)

Statement of income data:

 

 

Operating revenues

13,919

9,180

8,493

7,776

6,901

Cost of sales and services provided

(11,165)

(7,038)

(6,540)

(5,457)

(4,976)

Gross profit

2,754

2,142

1,953

2,319

1,925

Operational expenses/income

(1,044)

(916)

(953)

(961)

(893)

Profit before financial results and taxes

1,710

1,226

1,000

1,358

1,032

Financial results

148

280

(27)

226

348

Profit before income tax and social contribution

1,858

1,506

973

1,584

1,380

Income tax and social contribution on profit

(522)

(405)

(246)

(407)

(370)

Net income for the year

1,336

1,101

727

1,177

1,010

Statement of financial position data:

 

 

 

 

 

Current assets

5,218

4,680

4,682

3,700

4,158

Recoverable rate deficit (CRC)(2)

1,344

1,381

1,384

1,346

1,341

Non-current assets

8,261

7,224

6,297

5,656

4,805

Property, plant and equipment, net

8,304

7,984

7,872

7,209

6,664

Total assets

25,618

23,111

21,209

18,837

17,859

Loans and financing and debentures (current)

1,299

1,015

274

116

704

Current liabilities

4,055

3,348

2,833

2,058

2,537

Loans and financing and debentures (non-current)

4,755

3,517

2,988

2,058

1,281

Non-current liabilities

7,880

6,835

6,014

4,701

4,027

Equity

13,683

12,929

12,362

12,078

11,296

Attributable to controlling shareholders

13,331

12,651

12,097

11,835

11,030

Attributable to non-controlling interest

352

277

265

243

266

Share capital

6,910

6,910

6,910

6,910

6,910

      

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As of and for the year ended December 31,

 

 

2017

 

2016

restated

 

2015

restated

 

2014

 

2013

 

(R$ million)

 

Statement of income data(1):

 

 

Operating revenues.

14,025

13,102

14,946

13,996

9,288

Cost of sales and services provided

(10,666)

(10,234)

(11,799)

(11,289)

(7,159)

Gross profit

3,359

2,868

3,147

2,707

2,129

Operational expenses/income

(1,217)

(879)

(1,025)

(903)

(784)

Profit before financial results and taxes

2,141

1,989

2,121

1,804

1,345

Financial results

(748)

(595)

(428)

54

161

Profit before income tax and social contribution

1,393

1,394

1,694

1,858

1,506

Income tax and social contribution on profit.

(275)

(520)

(532)

(522)

(405)

Net income for the year.

1,118

874

1,162

1,336

1,101

Statement of financial position data(1):

 

 

 

 

 

Current assets.

5,702

4,237

6,822

5,218

4,680

Recoverable rate deficit (CRC)(2)

1,516

1,523

1,383

1,344

1,381

Non-current assets

8,608

8,313

4,952

8,261

7,224

Property, plant and equipment, net

9,829

8,934

8,693

8,304

7,984

Total assets.

33,162

30,289

28,844

25,618

23,111

Loans and financing and debentures (current)

2,417

2,602

1,233

1,299

1,015

Current liabilities.

6,110

5,656

4,789

4,055

3,348

Loans and financing and debentures (non-current)

7,414

6,235

6,528

4,755

3,517

Non-current liabilities.

11,542

9,655

9,574

7,880

6,835

Equity.

15,510

14,978

14,480

13,683

12,929

 Attributable to controlling shareholders.

15,208

14,718

14,162

13,331

12,651

 Attributable to non-controlling interest.

302

260

318

352

277

Share capital

7,910

7,910

6,910

6,910

6,910

                                                                      

(1) Not comparable with the current GAAP. Data for 2010 has not been restated in application of IAS 19 – Employee Benefits (as revised in 2011) and IFRS 11 – Joint Arrangements. In particular, data for 2010The information contained herein reflects the resultsrestatement of our financial statements for the joint-venture Dominó Holdings S.A through proportional consolidation in 2010, as opposed toyears 2016 and 2015. For more information about the equity methodrestatement of accounting applicable in 2014, 2013, 2012our income statement, see “RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2011.2015 – Results of Operations for 2017 Compared with 2016” and “– Results of Operations for 2016 Compared with 2015”.

(2)This item includes both current and non-current CRC Account receivables. Amounts due from the State of Paraná that were included in current assets totaled R$167.1 million in 2017, R$111.7 million in 2015, R$94.6 million in 2014 and R$85.5 million in 2013, R$75.9 million in 2012, R$65.9 million in 2011 and R$58.8 million in 2010.2013. Amounts due from the State of Paraná that were included in long-term assets totaled R$1,349.3 million in 2017, R$1,522.7 million in 2016, R$1,271.6 million in 2015, R$1,249.5 million in 2014 and R$1,295.1 million in 2013, R$1,308.4 million2013. In 2016 the entire amount due by the State of Paraná was included in 2012, R$1,280.6 million in 2011 and R$1,282.4 million in 2010.long-term assets due to the negotiation of the Amendment to the CRC Agreement. See Note 8 to our audited consolidated financial statements. This item includes both current and non-current CRC Account receivables.

 

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2017

2016
restated

2015
restated

2014

2013

 

(R$, except for number of shares)

Basic and diluted earnings per share(1):

 

 

Common Shares

3.61

3.13

3.87

4.21

3.74

Class A Preferred Shares

3.97

3.44

4.26

4.63

4.49

Class B Preferred Shares

3.97

3.44

4.26

4.63

4.12

(Number of shares outstanding at year end in thousands:)

 

 

 

 

 

Common Shares

145,031

145,031

145,031

145,031

145,031

Class A Preferred Shares

329

349

380

380

381

Class B Preferred Shares

128,295

128,275

128,244

128,244

128,243

Total

273,655

273,655

273,655

273,655

273,655

(Dividends per share at year end:)

 

 

 

 

 

Common Shares

1.01

0.99

1.14

2.17

1.96

Class A Preferred Shares

2.89

2.89

2.53

2.53

2.53

Class B Preferred Shares

1.11

1.08

1.25

2.39

2.15

(1)The information contained herein reflects the restatement of our financial statements for the years 2016 and 2015. For more information see “RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015 – Results of Operations for 2017 Compared with 2016” and “– Results of Operations for 2016 Compared with 2015”.

 

 

2017

2016
restated

2015
restated

2014

2013

 

(US$¹, except for number of shares)

Basic and diluted earnings per share(2):

 

Common Shares

1.09

0.97

0.99

1.58

1.60

Class A Preferred Shares

1.20

1.06

1.09

1.74

1.92

Class B Preferred Shares

1.20

1.06

1.09

1.74

1.76

Number of shares outstanding at year end (in thousands):

 

 

 

 

 

Common Shares

145,031

145,031

145,031

145,031

145,031

Class A Preferred Shares

329

349

380

380

381

Class B Preferred Shares

128,295

128,275

128,244

128,244

128,243

Total

273,655

273,655

273,655

273,655

273,655

Dividends per share at year end:

 

 

 

 

 

Common Shares

0.31

0.30

0.29

0.82

0.83

Class A Preferred Shares

0.87

0.89

0.65

0.95

1.08

Class B Preferred Shares

0.34

0.33

0.32

0.90

0.92

      

(1)This information is presented in U.S. dollars at the exchange rate in effect as of the end of each year.

 

 

2014

2013

2012

2011

2010

 

(R$)

Basic and diluted earnings per share:

 

 

Common Shares

4.21

3.74

2.44

4.04

3.45

Class A Preferred Shares

4.63

4.49

4.17

5.33

5.20

Class B Preferred Shares

4.63

4.12

2.69

4.44

3.79

Number of shares outstanding at year end (in thousands):

 

 

 

 

 

Common Shares

145,031

145,031

145,031

145,031

145,031

Class A Preferred Shares

380

381

381

384

390

Class B Preferred Shares

128,244

128,243

128,243

128,240

128,234

Total

273,655

273,655

273,655

273,655

273,655

Dividends per share at year end:

 

 

 

 

 

Common Shares

2.17

1.96

0.94

1.47

0.98

Class A Preferred Shares

2.53

2.53

2.53

2.53

2.53

Class B Preferred Shares

2.39

2.15

1.03

1.62

1.08

      

(2) The information contained herein reflects the restatement of our financial statements for the years 2016 and 2015. For more information see “RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015 – Results of Operations for 2017 Compared with 2016” and “– Results of Operations for 2016 Compared with 2015”.

 

7

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Exchange RatesEXCHANGE RATES

 

The following table provides information on the selling exchange rate, expressed inreais per U.S. dollar (R$/US$), for the periods indicated.

Exchange rate of Brazilian currency per US$1.00

Exchange rate of Brazilian currency per US$1.00

Year

Low

High

Average(1)

Year-end

Low

High

Average(1)

Year-end

2010

1.6554

1.8811

1.7589

1.6662

2011

1.5345

1.9016

1.6709

1.8758

2012

1.7024

2.1121

1.9588

2.0435

2013

1.9528

2.4457

2.1741

2.3426

1.9528

2.4457

2.1741

2.3426

2014

2.1974

2.7403

2.3599

2.6562

2.1974

2.7403

2.3599

2.6562

2015

2.5754

4.1949

3.3876

3.9048

2016

3.1193

4.1558

3.4500

3.2591

2017

3.0510

3.3807

3.2031

3.3080

                                                                      

Source:Central Bank.

(1) Represents the average of the exchange rates on the last day of each month during the relevant period.

 

 

Month

Low

High

December 2014

2.5607

2.7403

January 2015

2.5754

2.7107

February 2015

2.6894

2.8811

March 2015

2.8655

3.2683

April 2015 (until April 14, 2014)

3.0466

3.1556

Month

Low

High

October 2017

3.1315

3.2801

November 2017

3.2136

3.2920

December 2017

3.2322

3.3332

January 2018

3.1391

3.2697

February 2018

3.1730

3.2821

March 2018

3.2246

3.3380

April, 2018

3.3104

3.5040

May, 2018 (until May 11, 2018)

3.5308

3.5943

Source:Central Bank.

 

 

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Risk Factors

Risks Relating to Our Company and our Operations

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

We are controlled by the State of Paraná, which holds 58.6% of our outstanding common voting shares as of the date of this annual report, and whose interests may differ from other shareholders. As a major shareholder, the State of Paraná has the power to control all of our operations, including the power to elect a majority of the members of our Board of Directors and determine the outcome of any action requiring common shareholder approval, including transactions with related parties and corporate reorganizations.

Our operations have had and will continue to have an important impact on the commercial and industrial development of the State of Paraná. In the past, the State of Paraná has used, and may in the future use, its status as our controlling shareholder to decide whether we should engage in certain activities and make certain investments aimed, principally, to promote its public policies or social objectives and not necessarily to meet the objective of improving our business and/or operational results.

In October 2018, an election will be held to appoint the governor and members of the legislature of the State of Paraná. It is not possible to predict the outcome of this election and whether it will result in changes to the interests and decisions of the majority shareholder with respect to the Company's goals.

The construction and expansion of our transmission and power generation projects involve significant risks that may have an adverse effect on us.

In connection with the development of transmission and generation projects, we generally must obtain feasibility studies, governmental concessions or authorizations, permits and approvals, condemnation agreements, equipment supply agreements, engineering, procurement and construction contracts, sufficient equity and debt financing and site agreements, each of which involves the consent of third parties over which we have no control. In addition, project development is subject to environmental, engineering and construction risks that can lead to cost overruns, delays and other impediments to timely complete within a project’s budget. We cannot assure you that all required permits and approvals for our projects will be obtained, that we will be able to secure private sector partners for any of our projects, that we or any of our partners will be able to obtain adequate financing for our projects or that financing will be available on a non-recourse basis to us.

If we are unable to complete a project, whether at the initial development phase or after construction has commenced, or if the completion of a project is delayed, this may decrease our expected financial return from the project, which may lead to impairment. If we experience these or other problems relating to the expansion of our electricity transmission and power generation capacity, we may be exposed to increased costs, or we may fail to achieve the revenues we planned in connection with such expansion projects, which may have an adverse effect on our financial condition and results of operations.

We are involved in several lawsuits that could have a material adverse effect on our business if their outcome is unfavorable to us.

We are the defendant in several legal proceedings, mainly relating to civil, administrative, labor and tax claims. The outcome of these proceedings is uncertain and, if determined against us, may result in obligations that could materially affect our results of operations. On December 31, 2017, our provisions for probable (more likely than not) and reasonably estimated losses were R$1,503.9 million. For additional information, see “Item 8. Financial Information—Legal Proceedings”.

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We are subject to limitations regarding the amount and use of public sector financing, which couldprevent us from obtaining financing and implanting our investment plan.

Our current budget anticipates capital expenditures for expansion, modernization, research, infrastructure and environmental projects of approximately R$2,928.6 million in 2018. As a state-controlled company, we are subject to Brazilian Central Bank Resolution no. 4,589/2017(Resolução nº 4,589/2017 do Banco Central do Brasil), which defines the limit of exposure and the annual global limit of credit to public sector entities to be observed by financial institutions and other institutions authorized to operate by the Brazilian Central Bank. The annual global limit that can be contracted in credit operations, with and without guarantee of the Union, by the bodies and entities of the public sector with the financial institutions and other institutions authorized to operate by the Brazilian Central Bank is defined by the National Monetary Council by means of inclusion of an annex to Brazilian Central Bank Resolution no. 4,589/2017, establishing, until the end of each fiscal year, the limit for the following year. The maximum amounts defined for the 2018 financial year are up to R$17.0 billion forUnion guaranteed operations and up to R$7.0 billion for operations without Union guarantee. As a result of these limits, we may have difficulty in obtaining financing from Brazilian and international financial institutions, which could create difficulties in the implementation of our investment plan. Additionally, some of our concession contracts have provisions that limit our permitted level of indebtedness, which could also affect our ability to obtain necessary financing. As a result of these regulations and provisions, our capacity to incur debt from certain sources is limited, which could negatively affect the implementation of our investment plan.

Cyber attacks or breach of security of our data center may result in disruption of our operations or leakage of confidential information of the Company, our customers, third parties or interested parties and may cause financial losses, legal exposures and damage to our reputation.

We are the managers and owners of various confidential information related to our business and operations. In our ordinary course of business, we collect and store personal data of our customers in our data centers.

Despite our security measures, our information technology and infrastructure may be vulnerable to (i) attacks by hackers, which can access our safety net and steal our information, paralyze our operations or even cause power outages, or (ii) breaches due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or loss of information could affect our operations and could result in legal claims or proceedings under Brazilian laws that protect the privacy of personal information (among others) and damage our reputation.

If we are unable to conclude our investment program on schedule, the operation and development of our business could be adversely affected.

In 2018, we plan to invest approximately R$743.6 million in our generation and transmission activities (including Baixo Iguaçu HPP, Colíder HPP and SPCs of transmission lines), R$1,051.4 million in wind farms, R$790.0 million in our distribution activities, R$340.2 million in our telecommunications activities and R$3.4 million in others investments. Our ability to complete this investment program depends on multiple factors, including our ability to charge sufficient fees for our services and a variety of regulatory and operational contingencies. There is no assurance that we will have the financial resources to complete our proposed investment program, and our inability to do so may adversely affect the operation and development of our business leading to the imposition of fines levied by ANEEL as well as a reduction in tariff levels.

We are largely dependent upon the economy of the State of Paraná.

Our distribution market for the majority of our sales of electricity is located in the State of Paraná. Although a more competitive market involving possible sales to customers outside Paraná might develop in the future, our business depends and is expected to continue to depend to a very large extent on the economic conditions of Paraná. We cannot assure you that economic conditions in Paraná will be

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favorable to us in the future. The GDP (gross domestic product) of the State of Paraná increased 2.5% in 2017, while Brazil’s GDP increased 1.0% during the same period.

The recessive economic environment of recent years led to the reduction of energy consumption in the State of Paraná and in Brazil as a whole, resulting in leftover energy in the interconnected system, consequently reducing (i) short-term prices and (ii) prices negotiated in the free market. At the same time, prices in the regulated market have risen steadily as a result of supply deficiencies on the part of contracted energy by distributors and high prices in the short-term market in previous years. As a result, consumers consistently migrated into the free market and, therefore, the captive market of distributors suffered a reduction in 2016 and 2017. A reduction in the captive market often leads to distributors selling excess contracted energy in the short-term market. This short-term market is subject to relevant price fluctuations. Whenever the price in the short-term market is lower than the price paid by the distributor in its long-term energy purchase agreement, the sale of energy in the short-term market is made at a loss, which may not be recovered in the future.

Deteriorating economic conditions in the State of Paraná and increasing energy prices may affect both the ability of our distribution costumers to pay amounts they owe us, as well as increase the number of our commercial losses. An increase in our commercial losses or uncollected receivables could materially adversely affect our business, financial condition and results of operations.

An increase in electricity prices, as well as poor economic performance in the State of Paraná, would affect the ability of some of our distributions customers to pay amounts owed to us. As of December 31, 2017, our past due receivables with Final Customers were approximately R$565.0 million in the aggregate, or 12.1% of our revenues from electricity sales to Final Customers for the year ended December 31, 2017, and our allowance for doubtful accounts related to these receivables was R$168.2 million. See Note 7 to our audited consolidated financial statements.

In addition, increased prices and a deteriorating economy could result in a greater number of our distribution customers connecting illegally to our distribution grid, which would decrease our revenue from electricity sales to Final Customers. Furthermore, energy we lose to these illegal connections is considered a commercial loss, and we may incur regulatory penalties if our commercial losses exceed certain established regulatory thresholds.

Disruptions in the operation of, or deterioration of the quality of, our services, or those of our subsidiaries, could have an adverse effect on our business, financial condition and results of operations.

The operation of complex electricity generation, transmission and distribution systems and networks involves various risks, such as operational setbacks and unexpected interruptions, caused by accidents, breakdown or failure of equipment or processes, performance below expected levels of availability and efficiency of assets, or disasters (such as explosions, fires, natural phenomena, landslides, sabotage, vandalism, and similar events). In addition, operational decisions by authorities responsible for the electricity network, environment matters, operations and other issues affecting the electricity generation, transmission or distribution could have an adverse effect on the performance and profitability of the operations of our generation, transmission and distribution systems. If these issues occurred, our insurance may be insufficient to wholly account for the costs and losses that we may incur as a result of the damages caused to our assets, or due to outages.

Further, the revenues that our subsidiaries generate from establishing, operating and maintaining their facilities are related to the availability of equipment and assets, and to the quality of the services (continuity and service in accordance with levels demanded by regulations). Under the related concession contracts, we and our subsidiaries are subject to: (i) a reduction  of the distributor revenue as a result of the reduction of the so-called “Portion B” allocation in the revenue calculation formula; (ii) a reduction of the Permitted Annual Revenue - APR (Receita Anual Permitida, or RAP), for the transmission companies; (iii) the effects of the Availability Factor (Fator de Disponibilidade, or FID) and the offtake guarantee levels for the generation facilities; and (iv) the application of penalties and payment ofcompensation amounts, depending on the scope, severity and duration of non-availability of the services and equipment. Therefore, outages or stoppages in our generation, transmission and distribution facilities, or in substations or networks, may cause a material adverse effect on our business, financial situation and results of operations.

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Failures in dams under our responsibility may cause serious damages to the affected communities, to our results and to our reputation.

Dams are important infrastructures to our business, accounting for the majority of our energy generation capacity. However, in any dam, there is an intrinsic risk of ruptures caused by different internal or external factors. Therefore, we are subject to the risk of a dam failure that could have repercussions much greater than just the loss of hydroelectric power generation capacity. A dam failure may result in economic, social, regulatory and environmental damages and potential loss of human life in the communities downstream from the dams, which may have a material adverse effect in the image, business, operational results of operations and financial conditions of the Company.

We are exposed to behaviors that are incompatible with our ethical and compliance standards, and we may be unable to prevent, detect or remediate them in time, which may cause material adverse effects in our operational results, financial condition and reputation.

We have a range of internal rules and controls, including a Governance, Risk and Compliance Office, with the aim to guide our managers, employees and third-party contractors, and to reinforce our ethical principles and rules of professional conduct. However, due to the wide distribution and outsourcing of the production chains of our suppliers, we are not able to control all possible irregularities of the latter and we are not able to ensure that our selection processes will be sufficient to avoid that our suppliers have problems related to compliance with applicable law, sustainability or outsourcing of the production chain under inadequate safety conditions.

Furthermore, we are subject to the risk that our employees, contractors or any person that may do business with us may involve themselves in fraudulent activities, corruption or bribery, circumventing our internal controls and procedures, misappropriating our assets or using them for private benefit to the detriment of the Company’s interests. This risk is increased by the fact that our portfolio includes affiliated companies, such as special purpose companies, some of which we do not hold a controlling interest in.

Our systems may not be effective in all circumstances. Any failure in our capacity to prevent or detect noncompliance with the applicable governance rules or regulatory obligations may cause damages to our reputation or other material adverse effects to our results of operation or financial condition.

The rules for electricity trading and market conditions may affect the sale prices of electricity.

Our energy trading business is strongly affected by regulatory changes that impact the methodology used for short term energy price formation.

We perform trading activities through power purchase and sale agreements, mainly in the Free Market,through our generation and trading companies. Agreements in the Free Market may be entered into with other generation and trading entities andmainly withFreeCustomers.

Energy trading is affected by changes in the methodology used to calculate energy prices in the short-term (PLD). PLD is determined by the results of optimization models of operation of the interconnected systems used by the ONS and by CCEE. In such determination, there may be data entry errors or errors in the model, which may lead to an unexpected change of the PLD and possible future republications of the PLD. Thus, there is a risk for the commercial business with respect to the alteration of these models, data entry errors and republishing of the PLD, which may cause market uncertainty, reduction of liquidity, and financial losses with unexpected price variation.Additionally, any change in the energy trading rules related to the increase of restrictions for the entry of new consumers in the Free Marketmay affect the expansion of our energy trading business.

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Our energy trading companies,Copel Comercializacao and Copel GeT, thatoperate in the Free Market may decide, based on market conditions, to operate in long and short positions and may present financial losses for certain periods.To operate in long positionsmeans thatwe buy electricitythat will be delivered to us only in the future andsell it before the deliveryis due, expectingthe pricetogo up in the short-term market.To operate in short positions means thatwe sell electricitythat needs to be delivered only in the future, butbuy it before the deliveryis dueexpectingthe pricetogo down in the short-term market.

Our management has identified material weaknesses in our internal controls and has concluded that our internal controls over financial reporting, with respect to the issues classified as material weaknesses, were not effective as of December 31, 2017, which may adversely affect our business and our operating results

Our management, fiscal council and internal auditors assess the effectiveness of our controls framework and reporting procedures in accordance with SEC rules, including the effectiveness of our internal controls over financial reporting. This analysis adopts the criteria established in the Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission – COSO.

During this evaluation, our management identified material weaknesses in our internal controls in 2017. These material weaknesses refer to our internal controls over (i) monitoring and authorizations of certain transactions in non-wholly owned subsidiaries, (ii) financial reporting related to the accounting of bonds and securities and taxes on regulatory assets, (iii) general information technology (IT) controls for the controlled companies, (iv) the review of estimates used in analyzing the impairment of fixed generation assets and (v) the identification of proceedings that may impact the risk provision for contingencies. In view of these weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2017 with respect to the items classified as material weakness.

Although we have developed plans to remedy these material weaknesses, we cannot be certain that there will be no other material weaknesses in our internal control over financial reporting in the future. Therefore, we may be unable to report our results of operations for future periods accurately and in a timely manner and make our required filings with government authorities, including the SEC. Any of these occurrences could adversely affect our business and operating results and could generate negative market reactions, potentially leading to a decline in the price of our shares, ADSs and debt securities.

Risks Relating to the Brazilian Electricity Sector and Other Sectors that We Operate

We are uncertain as to the renewal of certain of our generation and transmission concessions.

Under Federal Law No. 12,783/2013, or the 2013 Concession Renewal Law, we may only renew our concessions that were in effect as of 1995 (and, in the case of generation facilities, generation concession contracts entered into prior to 2003) for an additional 30-year period (or an additional 20-year period in the case of thermal plants), if we agree to amend the terms of the concession contract that is up for renewal to reflect certain new terms and conditions imposed by the 2013 Concession Renewal Law, which vary depending on whether the concession is for generation, transmission or distribution. If we do not agree to amend the concession contract to reflect these new conditions, the concession contract cannot be renewed and will be subject to a competitive bidding process upon its expiration, which we might not win. If we do not renew our generation and transmission concessions or if they are renewed under less favorable conditions, our financial condition and results of operations could be materially adversely affected.For more information, see “Item 4. Information on the Company—Concessions”.

The concession agreement of our controlled company Compagas is under discussion with the granting authority

Compagas has entered into a concession agreement with the State of Paraná, as Granting Authority, pursuant to which the concession shall expire on July 6, 2024. The purpose of this concession is to provide piped gas distribution services and other related activities, to all segments of the consumer market, either as raw material or for the purpose of power generation or other uses made possible by technological advances.

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The gas concession agreement is part of theo called “bifurcated model”, where part of the investments made by the concessionaire is paid by the users of the public service and the remaining part is indemnified by the granting authority, the State of Paraná, at the end of the concession.

On December 7, 2017, the State of Paraná enacted Complementary Law no. 205, setting forth a new interpretation regarding the expiration date of the concession, leading to the understanding that the new expiration date will be January 20, 2019. The management of Compagas, its controlling shareholder and other shareholders are analyzing and questioning the effects of such law, as they understand that these effects are not consistent with the terms set forth in the current concession agreement.

Therefore, in the event of non-extension of the concession, even if Compagas is entitled to compensation for the investments made in the last 10 years prior to the end of the concession, the financial condition and results of operations of our controlled company may be adversely affected.

Our operating results depend on prevailing hydrological conditions, which have been volatile recently. The impact of water shortages and resulting measures taken by the government to conserve energy may have a material adverse effect on our business, financial condition and results of operations.

We are dependent on the prevailing hydrological conditions throughout Brazil and in the geographic region in which we operate. According to data from ANEEL, approximately 64.0% of Brazil’s installed capacity currently comes from hydroelectric generation facilities. Hydrological conditions in our region, and Brazil in general, are frequently subject to changes because of non-cyclical deviations in average rainfall.

From 2012 to 2015, Brazil experienced a period of low rainfall. Poor hydrological conditions could lead the Brazilian government to institute a rationing program, which would require that our distribution business distribute less energy to Final Customers. Our distribution business would be adversely affected by a mandatory rationing program because its revenues are partially based on the volume of electricity it provides through our distribution grid to Final Customers. However, a mandatory rationing program involves a predictable decrease in energy, which would allow our distribution business to better estimate the amount of electricity it must purchase in order to sell to Final Customers. In addition, in the context of a formal rationing program, our distribution business would be fully compensated for the amount of energy that it purchased prior to the rationing period in excess of the amount of energy it is allowed to distribute under the rationing program, through automatic adjustment in its energy supply contracts.

In contrast, the Brazilian federal government in the past has reacted to poor hydrological conditions not by implementing a formal rationing program, but rather by seeking to reduce the consumption of electricity by Final Customers by other means, for example through general conservation campaigns to raise public awareness. The effect of these campaigns is less predictable, making it difficultfor our distribution business to accurately estimate the volume of energy it needs to purchase for sale to Final Customers.

Furthermore, in the absence of a formal rationing program, our distribution business is not compensated for the amount of energy it had previously contracted that now exceeds the newly-depressed Final Customer demand. Even after a conservation or rationing program ends, it may take several years for demand by Final Customers to fully recover, if at all. Deteriorating hydrological conditions may, therefore, have a material adverse effect on our distribution business.

                In 2014 and 2015 the Brazilian Federal Government provided and facilitated various forms of assistance to distribution concessionaires experiencing cash flow difficulties arising from poor hydrological conditions, which had increased their energy acquisitions costs thereby resulting in mismatches of cash flow in the short-term. These forms of assistance included funding from the CDE Account, credit facilities contracted by the CCEE through the ACR Account and the new “Bandeira Tarifária” system. There is no assurance that the Federal Government will continue this assistance, or that the Federal Government will continue it on favorable terms or that it will be sufficient to cover our losses. See “Item 4. Information on the Company—Energy Sector Regulatory Charges—CDE” and “Item 4. Information on the Company—Energy Sector Regulatory Charges—Regulated Market Account – ACR Account”.

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With respect to our generation business, in order to compensate for poor hydrological conditions and to maintain adequate water levels in reservoirs, the ONS may order the reduction of generation from hydroelectric power plants, which would be partially compensated by increased generation by thermoelectric plants. This mechanism for replacing hydroelectric production with thermoelectric production may not provide all of the energy we need to fulfill our obligations under existing energy supply contracts. To compensate for this deficit, our generation business can be required to purchase energy in the spot market, typically at higher prices, and we would not be able to pass on these increased costs. This mechanism impacts all generation companies in Brazil regardless of whether the geographical region in which a specific generator is located is experiencing low rainfall, and could have a material adverse effect on our generation business.

The Generation Scaling Factor, or GSF, is a factor used to adjust the guaranteed power output and represents the ratio between the total power produced by the hydroelectric plants that integrate the Energy Reallocation Mechanism (Mecanismo de Realocação de Energia, or MRE) and their guaranteed power outputs. This represents, on average, the amount of energy committed to energy generation contracts. If there are excessively low flow rates, the GSF equals to less than 1 and the hydroelectric generators that contracted their guaranteed power outputs have to incur additional costs to acquire energy in the spot market to fulfill their obligations. As Brazil experienced an unusually severe drought between 2012 and 2015, its energy generation was below its expected levels.

In 2015, the financial effects of the GSF on the generation companies were discussed. There was a broad sector debate on the effects of, and solutions for the GSF from an administrative, regulatory, business and legal perspective. Accordingly, Law No. 13,203, dated December 8, 2015, and ANEEL Resolution No. 684, dated December 11, 2015, established the criteria for the approval and the conditions for the renegotiation of the hydrological risks borne by certain hydroelectric generation companies. Pursuant to such new rules, the generators could share their hydrologic risks with consumers, through the payment of a “risk premium”. Copel Geração e Transmissão and Elejor filed a request for the renegotiation of the hydrological risk of HPPs Mauá, Foz do Areia, Santa Clara and Fundão, which was consented through ANEEL Decisions No. 84/2016 and 43/2016, respectively. Subsequently, in 2017 Copel Geração e Transmissão  filed another request for the renegotiation of the hydrological risk of HPPs Cavernoso II e Baixo Iguaçu, which was consented through ANEEL Decision Nº 4101/2017. For more information, see Note 14.1 to our audited consolidated financial statements.

In addition, in an extreme scenario, given the increased presence of thermal generation in the national electric matrix, if a shortage of natural gas were to occur, this would increase the general demand for hydroelectric energy in the market and therefore increase the risk that a rationing program would be instated.

Regarding our energy trading business, the effect of volatility in hydrological conditions is the increase of the variation of energy price , which in turn increases the spot market volatility, thus affecting our operating results.

Spot price (PLD) is determined by mathematical models that consider the prevalence of hydroelectric plants in the Brazilian generation context, hydrological conditions, energy demand, fuel prices, deficit costs, the entry of new projects and the availability of generation and transmission equipment, and aim to find an optimal balance between the present benefit of water usage and the future benefit of its storage, measured in terms of the expected economy of the fuels in thermoelectric plants.

When there is great availability of hydrological resources, the spot price tends to remainat lower levels, which may not be enough to (i) cover the generation costs of this very same energy (when related to our generation business) and (ii) cover the cost of the power purchase and sale agreement in our energy trading business.

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Conversely, if hydrological availability is affected, spot prices tend to increase significantly, in addition to occasionally impacting the GSF, which may adversely impact our costs of energy purchases, as the price set forth in power purchase and sale agreements may not be sufficient.

The construction, expansion and operation of our generation, transmission and distribution facilities and equipment involve significant risks that may cause the loss of revenues or increase of expenses.

The construction, expansion and operation of our generation, transmission and distribution of electricity facilities and equipment involve many risks, including theinability to obtain required governmental permits and approvals,supply interruptions, strikes, climate and hydrological interference, unexpected environmental and engineering problems, increase in losses of electricity (including technical and commercial losses), the unavailability of adequate financing andthe unavailability of equipment.

In the event we experience these or other problems, we might not be able to generate, transmit and distribute electricity in favorable quantities and on favorable terms, which may adversely affect our financial condition and the results of our operations.

ANEEL could penalize us for failing to comply with the terms of our concessions or with applicable laws and regulations, and we may not recover the full value of our investment in the event that any of our concessions are terminated.

Our concessions are for terms of 20 to 35 years and may be extended if certain conditions are met. In the event that we fail to comply with any term of our concessions or applicable law or regulation, ANEEL may impose penalties on us, which may include warnings, the imposition of potentially substantial fines (in some instances, up to 2% of our revenues in the fiscal year immediately preceding the assessment) and restrictions on our operations, among others. ANEEL may also terminate our concessions prior to the expiration of their terms if we fail to comply with their provisions or if they determine that terminating our concessions would be in the public interest, in both cases through an expropriation proceeding. In particular, our renewed distribution concession agreement contains both quality and financial metrics that become more restrictive over time, and that we must meet to ensure that our distribution concession agreement is not terminated. If ANEEL terminates any of our concessions before its expiration, we would not be able to operate the segment(s) of our business that had been authorized by the concession. Furthermore, any compensation that we may receive from the federal government for the unamortized portion of our investment may not be sufficient for us to recover the full value of our investment. The early termination or non-renewal of any of our concessions or the imposition of severe fines or penalties by ANEEL could have a material adverse effect on our financial condition and results of operations. See “Item 4. Information on the Company—The Brazilian Electric Power Industry—Concessions”.

Our operating revenues could be adversely affected if ANEEL makes decisions relating to our tariffs that are unfavorable to us.

The tariffs that we charge for sales of electricity to Captive Customers are determined pursuant to a concession agreement with the Brazilian government through ANEEL. ANEEL has substantial discretion to establish the tariff rates we charge our customers, which are determined pursuant to a concession agreement with ANEEL and in accordance with ANEEL’s regulatory decision-making authority.

Our distribution concession agreement and Brazilian law establish a price cap mechanism that permits three types of tariff adjustments: (i) annual adjustment (reajuste anual), (ii) periodic revision (revisão periódica), and (iii) extraordinary revision (revisão extraordinária). We are entitled to apply each year for the annual revision, which is designed to offset some effects of inflation on tariffs and pass through to customers certain changes in our cost structure that are beyond our control, such as the cost of electricity we purchase from certain sources and certain other regulatory charges, including charges for the use of transmission facilities. In addition, ANEEL carries out a periodic revision every five years that is aimed at identifying variations in our costs as well as setting a factor based on our operational efficiency that will be applied against the index of our ongoing annual tariff revision, the effect of which is to ensure that we share the benefits of improved economies of scale with our customers. At any time, we may also request an extraordinary revision of our tariffs in the case of a significant and unexpected event, including if such an event significantly alters our cost structure.

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We cannot assure you that ANEEL will establish tariffs at rates that are favorable to us. To the extent that any of our requests for adjustments are not granted by ANEEL in a timely manner, our financial condition and results of operations may be adversely affected. In addition, ANEEL’s decisions relating to our tariffs may be contested by public authorities or by our customers. Administrative and judicial decisions resulting from these challenges may modify ANEEL’s decisions in a manner that is unfavorable to us, which may adversely affect our financial condition and results of operations.

We are subject to comprehensive regulation of our business, which fundamentally affects our financial performance.

Our business is subject to extensive regulation by various Brazilian legal and regulatory authorities, particularly the MME and ANEEL, which regulate and oversee various aspects of our business and establish our tariffs. Changes to the laws and regulations governing our operations, which have occurred in the past, could adversely affect our financial condition and results of operations.

For example, the Brazilian government has taken action to reduce tariffs in recent years. In order to substantially reduce the price paid by Final Customers for electricity, the Brazilian government enacted the 2013 Concession Renewal Law, which significantly changed the conditions under which concessionaires are able to renew concession contracts. Under the 2013 Concession Renewal Law, most generation, transmission and distribution concessionaires may be renewed at the request of the concessionaire for an additional period of 30 years, but only if the concessionaire agrees to amend the terms of the concession contract to reflect certain new terms and conditions. For more information, see “Item 4. Information on the Company - Concessions”.

If any further regulations or new laws are passed by the Brazilian government to lower electricity prices, these new laws and regulations could have a material adverse effect on our results of operations. If we are required to conduct our business in a manner substantially different from our current operations as a result of regulatory changes, our results of operations and financial condition may be adversely affected.

The regulatory framework under which we operate is subject to legal challenge.

The Brazilian government implemented fundamental changes in the regulation of the electric power industry under the 2004 legislation known as the New Industry Model Law (Lei do Novo Modelo do Setor Elétrico) and, recently, under the 2013 Concession Renewal Law. Challenges to the constitutionality of both laws are still pending before the Brazilian Supreme Court. If all or part of these laws were held to be unconstitutional, it would have uncertain consequences for the validity of existing regulation and the further development of the regulatory framework. The outcome of the legalproceedings is difficult to predict, but they could have an adverse impact on the entire energy sector, including our business and results of operations.

Certain customers in our distribution concession area may cease to purchase energy from our distribution business.

Our distribution business generates a large portion of its revenues by selling energy that it purchases from generation companies. Large electricity customers within the geographic area of our concession that meet certain regulatory requirements may qualify as free customers (“Free Customers”). A Free Customer in our distribution concession area is entitled to purchase energy directly from generation companies rather than through our distribution business, in which case that Free Customer would cease to pay our distribution business for that energy that we previously supplied. Therefore, if the number of Free Customers within the geographic area of our concession increases and these Free Customers purchase energy from sources other than our generation business, our revenues and results of operations would be adversely affected. Furthermore, prices in the free market have recently been lower than those in the regulated market in the past years, which has been leading to an increase in the number of Free Customers within the geographic area of our concession.

In addition, ANEEL has recently improved regulations related to micro and mini distributed generation, which has been facilitating customers to purchase or to lease power generation equipment, specially solar photovoltaic modules, to produce energy for their own consumption. Therefore, if the number of customers with micro and mini distributed generation within the geographic area of our concession increases, our revenues and results of operations could also be adversely affected.

We generate a portion of our operating revenues from Free Customers who may seek other energy suppliers upon the expiration of their contracts with us.

As of December 31, 2017, we had 191 Free Customers, representing approximately 5.1% of our consolidated operating revenues and approximately 10.6% of the total volume of electricity we sold to Final Customers.

Until March 31, 2018, Copel GeT  signed 5 additional agreements with Free Customers in our generation business. Our contracts with Free Customers are typically for periods ranging between two years and five years in our generation business.

Approximately for Copel GeT, 9.4% of the megawatt-hours sold under contracts to Free Customers expired in 2017. These customers represented approximately 2.7% of the total volume of electricity that Copel GeT sold in 2017, and approximately 2.2% of Copel GeT operating revenues from energy sales for that year. There can be no assurance that Free Customers will enter into contracts or extend their current contracts to purchase energy from us.

Additionally, it is possible that our large industrial clients could be authorized by ANEEL to generate electric energy for their own consumption or sale to other parties, in which case they may obtain an authorization or concession for the generation of electric power in a given area, which could adversely affect our results of operations.

Regarding our energy trading company, as of December 31, 2017, we had 139 Free Customers, representing approximately 0.9% of our consolidated operating revenues and approximately 3.2% of the total volume of electricity we sold to Final Customers.

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We may be forced to purchase or sell energy in the spot market at higher or lower prices if our forecasts for energy demand are not accurate, if there is a shortage of energy supply available in the regulated market or if energy we contract is not delivered, and we may not be entitled to pass on any increased costs or incurred losses to our Final Customers in a timely manner, or at all.

Under the New Industry Model Law, electric energy distributors, including us, must contract to purchase, through public bids conducted by ANEEL, 100% of the forecasted electric energy demand fortheir respective distribution concession areas, up to seven years prior to the actual delivery of electric energy. We cannot guarantee that our forecasts for energy demand in our distribution concession area will be accurate. If our forecasts fall short of actual electricity demand, or if we are unable to purchase energy through the regulated market due to lack of energy supply in the market, or if a generation company fails to deliver energy that was previously contracted, we may be forced to make up for the shortfall by entering into short-term agreements to purchase electricity in the spot market where we may pay significantly more for energy without being able to pass on these increased costs to our Final Customers. In addition, if we underestimate our distribution energy needs, we may be subject to penalties imposed by the Electric Energy Trading Chamber (Câmara de Comercialização de Energia Elétrica, or “CCEE”). Moreover, if our forecasts surpass actual demand by more than the allowed margin (105% of actual demand), including where demand is depressed due to government campaigns in response to poor hydrological conditions or due to reduced economic activity, we will not be able to pass on to our Final Customers the cost of the excess energy that we acquire.

In 2016, as a consequence of the country’s economic crisis and the increase in the number of Free Customers who were attracted by lower prices in the free market, several distribution companies were contracted above 105% of their actual demand. As a result, those companies incurred losses arising from the sale of the excess energy at lower prices in the spot market. On the other hand, facing this same scenario in 2017, the distribution companies sold the surplus energy at a higher price in the spot market, resulting in the possibility of earnings.

On August 28, 2017 the Decree 9.143/2017 was published, recognizing the involuntary nature of energy surplus arising from the migration of consumers to the Free Market and, for the year 2018, this problem is expected to be solved. However, we cannot ensure the results of such new rules and their impact on our operations.

Our equipment, facilities and operations are subject to numerous environmental and health regulations, which may become more stringent in the future and may result in increased liabilities and increased capital expenditures.

Our distribution, transmission and generation activities are subject to comprehensive federal, state and local legislation, as well as supervision by Brazilian governmental agencies that are responsible for the implementation of environmental and health laws and policies. These agencies could take enforcement action against us for our failure to comply with their regulations and with requirements established for the maintenance of our environmental licenses. These actions could result in, among other things, the imposition of fines and revocation of licenses, which could have a material adverse effect on our financial condition and results of operations. It is also possible that enhanced environmental and health regulations will force us to allocate capital towards compliance, and consequently, divert funds away from planned investments. Such a diversion could have a material adverse effect on our financial condition and results of operations.

We are strictly liable for any damages resulting from inadequate provision of electricity services and our insurance policies may not fully cover such damages.

We are strictly liable under Brazilian law for damages resulting from the inadequate provision of electricity distribution services. In addition, our distribution, transmission and generation utilities may be held liable for damages caused to others as a result of interruptions or disturbances arising from the Brazilian generation, transmission or distribution systems, whenever these interruptions or disturbances are not attributed to an identifiable member of the National Electric System Operator, theOperador Nacional do Sistema Elétrico (“ONS”). We cannot assure you that our insurance policies will fully cover damages resulting from inadequate rendering of electricity services, which may have an adverse effect on us.

We are the controlling shareholders of a company that operates a gas distribution business (Compagas) and we are consequently exposed to risks inherent to this sector.

                We control a business in the gas distribution sector, which is operated by Companhia Paranaense de Gas – Compagas. This company is entitled to exclusive rights with respect to the supply of piped gas in the State of Paraná. The clients of this business are thermoelectric plants, cogeneration plants, gas stations, other companies and residences.

                Businesses in the gas distribution sector are subject to a broad set of risks inherent to its operation, including among the main ones:

Regulatory instability,

Shortage of natural gas,

Depending on a single supplier in Brazil,

Capacity of financing expansion,

Operational failures and accidents in distribution,

Performance of outsourced service providers,

Alternative energy sources,

Quality in service.

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                As a result of these uncertainties, there is no guarantee that the purposes of our gas distribution business will be achieved, which may have an adverse effect on our results of operations and our business.

We are the controlling shareholders of a company that operates a telecommunications business (Copel Telecomunicações S.A.) and we are consequently exposed to the risks inherent to this sector.

                We control a business in the telecommunications sector under an authorization granted by the National Telecommunications Agency (Agência Nacional de Telecomunicações – ANATEL). This business provides telecommunications services through the use of fiber optics. It also provides a number of telecommunications services to other companies of the Copel group.

                Businesses in the telecommunications sector are subject to a broad set of risks inherent to its operation, such as:

Regulatory instability,

Increase in competition,

Technological changes,

Capacity of financing our expansion,

Failures in technological systems and information security,

Performance of outsourced service providers,

Exchange rate fluctuations,

Variation in operating costs,

Operational failures,

Quality in service.

                As a result of these uncertainties, there is no guarantee that the purposes of our telecommunications business will be achieved, which may have an adverse effect on our results of operations and our business.

Risks Relating to Brazil

Brazilian political and economic conditions could affect our business and the market price of the ADSs and our common shares. In addition, uncertainty regarding such changes could affect our business and the market price of the ADSs and our common shares.

The Brazilian government’sGovernment has significant influence over the Brazilian economy. Brazilian economic policiesand political conditions— and investor perception of these conditions— have in the past involved, among other measures, price controls, currency devaluations, capital controls and limitsa direct impact on imports. Ourour business, financial condition, and results of operations mayoperation and prospects.

Historically, the country’s political situation has influenced the performance of the Brazilian economy, and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration, the downgrading of credit ratings of the Brazilian government and Brazilian issuers, and heightened volatility in the securities issued abroad by Brazilian companies.  In August 2016, the Brazilian Congress approved the impeachment of the Brazilian president.  Also, ongoing corruption investigations have led to charges against former and current public officials, members of several major political parties and directors and officers of many Brazilian companies. In addition, Brazil’s next presidential and federal legislative election will be adversely affected byin October 2018.  We cannot predict the outcome of these elections or whether the elections will result in changes in Brazilian governmental and economic policies or in case they are reinstated. Thesethe Brazilian energy industry.  Political instability and other measures could also affect the market priceupcoming elections may aggravate economic uncertainties in Brazil and increase volatility of the ADSs and our common shares.securities of Brazilian issuers.

TheAdditionally, the Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Frequenteconomy and significant intervention by the Brazilian government has often changedchanges monetary, tax, credit, tariffexchange and other policies to influence the course of Brazil’s economy. The Brazilian government’s actions to control inflationOur business, financial condition, results of operations and implement other policies have at times involved wage and price controls, devaluation of the real in relation to the U.S. dollar,prospects may be adversely affected by changes in taxgovernment policies, as well as other interventionist measures, suchfactors including, without limitation:  

• fluctuations in the exchange rate;

• inflation;

• changes in interest rates;

• exchange control policies;

• fiscal policy and changes in tax laws;

• other political, diplomatic, social and economic developments that may affect Brazil or the international markets;

• controls on capital flows; and/or

• limits on foreign trade.

In the last few years, Brazil faced an economic recession, adverse fiscal developments and political instability.  Brazilian GDP grew by 1.0% in 2017 but declined by 3.6% in 2016 and by 3.9% in 2015.  Unemployment rate was 12.7% in 2017, 11.5% in 2016 and 6.9% in 2015.  Inflation, as nationalization, raisingreported by the consumer price index (IPCA), was 2.95% in 2017,  6.29% in 2016 and 10.67% in 2015.  The Brazilian Central Bank’s base interest rates, freezing bank accounts, imposing capital controlsrate (SELIC) was 7.00% on December 31, 2017, 13.75% on December 31, 2016 and inhibiting international trade14.25% on December 31, 2015.  Future economic, social and political developments in Brazil. Brazil may impair our business, financial condition or results of operations, or cause the market value of our securities to decline.

Changes in, policy involving tariffs, exchange controls, regulationsor uncertainties regarding the implementation of, the policies above, might generate or contribute to uncertainties in the Brazilian economy. This would increase the volatility of the domestic capital market and taxation couldthe value of Brazilian securities traded abroad, and adversely affect our business, results of operations and financial condition.

Moreover, taking into account the Brazilian presidential system of government, and the considerable influence of the executive power, it is not possible to predict whether the presentgovernment or any successive governments will have an adverse effect on the Brazilian economy, and consequently on our business and financial results of the ADSs and our common shares.business.

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Fluctuations in the value of the Brazilian real against foreign currencies may result in uncertainty in the Brazilian economy and the Brazilian securities market, and theywhich could have a material adverse effect on our net income and cash flow.

In recent years, the Brazilianrealhas fluctuated in value against foreign currencies, and the value of therealmay rise or decline substantially from current levels. For instance, depreciationOver the course of 2015, the value of the Brazilianreal declined more than 48% against the U.S. Dollar, and on September 23, 2015 reached its lowest value since the introduction of the currency. In contrast, in the course of 2016, the Brazilian real appreciated 16.5% against the U.S. Dollar, following a year of intense volatility. In 2017, the Brazilian real was  subject to relative stability. As of December 31, 2017, thereal vs. U.S. dollar exchange rate was R$3.31 to US$1.00, depreciating only 1.5% against the U.S. Dollar, compared to the exchance rate recorded on December 31, 2016. Depreciation of therealincreases the cost of servicing our foreign currency-denominated debt and the cost of purchasing electricity from the Itaipu a hydroelectric facility thatwhich is one of our major suppliers and that adjusts its electricity prices based in part on its U.S. dollar costs. Depreciation of therealalso creates additional inflationary pressurespressure in Brazil that may negatively affect us. DepreciationIndeed, depreciation generally curtails access to international capital markets and may prompt government intervention. It also reduces the U.S. dollar value of our dividends and the U.S. dollar equivalent of the market price of our common shares and the ADSs. For additional information about historical exchange rates, see “Exchange Rates”.

IfInflation and governmental measures to curb inflation may contribute to economic uncertainty in Brazil, experiences substantial inflation in the future,and could reduce our margins and the market price of the Class B Shares and ADSs may be reduced.ADSs.

Brazil has in the past experienced extremely high rates of inflation. More recently, Brazil’s annual rates of inflation, measured in accordance with the variation of theÍndice Geral de Preços-Disponibilidade Interna (“IGP-DI”) index, were2.4%were 0.8% for the three monthsthree-month period ended March 31, 2015, 3.7%2018, (0.4)% in 2014, 5.5%the year 2017, 7.2% in 20132016 and 8.1%10.7% in 2012.2015. 2017 was a year of stabilizing inflation rates. Brazilian inflation rates observed in 2017 were below the government’s desired rate, but this scenario can change abruptly as a consequence of facts beyond our control. The Brazilian government has in the past taken measures to combat inflation, such as raising the basic Selic interest rate to elevated levels, and public speculation about possible future government actions has had significant negative effects on the Brazilian economy. This speculation may increase in 2018, when a new presidential election will occur in Brazil. Although our concession contracts provide for annual readjustmentsadjustments based on inflation indexes, if Brazil experiences substantial inflation in the future, and the Brazilian government adopts inflation control policies similar to those adopted in the past, our costs may increase faster than our revenues, our operating and net margins may decrease and, if investor confidence lags, the price of the Class B Shares and ADSs may fall. Inflationary pressures may also curtail our ability to access foreign financial markets and could lead to further government intervention in the economy, including the introduction of government policies that may adversely affect the overall performance of the Brazilian economy.

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

In the past, members of the federal governmentCurrently, several former and of the Brazilian legislative branch have faced allegations of political corruption. As a result, a number of politicians, including senior federal officialsand congressman, resigned and/or have been arrested. Currently, severalcurrent members of the Brazilian executive and legislative branches of government are being investigated as a result of allegations of unethical and illegal conduct identified by the Operation Car Wash Operation (Operação Lava-Jato) being conducted by the Office of the Brazilian Federal Prosecutor.Prosecutor, and a number of politicians and businessmen have been arrested. The potential outcome of these investigations is unknown, but they have already had an adverse impact on the image and reputation of the investigated companies, in addition to adversely impacting general market perception of the Brazilian economy, including our business, financial condition and results of operations, as well as the trading price of our common shares and ADSs. Moreover, the conclusion of these proceedings or further allegations of illicit conduct could have additional adverse effects inon the Brazilian economy. We cannot predict whether such allegations will lead to further instability or whether new allegations against key Brazilian government officials will arise in the future. In addition, we cannot predict the outcome of any such allegations and their effect on the Brazilian economy.

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TableIn addition, the Brazilian economy continues to be subject to the effects of Contentsthe impeachment of President Dilma Rousseff on August 31, 2016. Vice-President Michel Temer was sworn in as the new President of Brazil until the next presidential election in October 2018, but political uncertainty has remained. We cannot predict the effects of these recent developments and the current ongoing political uncertainties on the Brazilian economy.

Changes in Brazilian tax policies may have an adverse effect on us.

The Brazilian government has in the past changed its tax policies in ways that affect the electricity sector, and it may do so again in the future. These changes include increases in the tax rates affecting energy companies and, occasionally, the collection of temporary taxes related to specific governmental purposes. If we are unable to adjust our tariffs accordingly, we may be adversely affected.

Negative developments in other national economies, especially those in developing countries, may negatively impact foreign investment in Brazil and the country’s economic growth.

International investors generally consider Brazil to be an emerging market. Historically, adverse developments in the economies of emerging markets have resulted in investors’ perception of greater risk from investments in such markets. Such perceptions regarding emerging market countries have significantly affected the market value of securities of Brazilian issuers. Furthermore, although economic conditions are different in each country, investors’ reactions to developments in one country can impact the prices of securities in other countries, including those in Brazil, and this may diminish investors’ interest in securities of Brazilian issuers, including ours.

Risks Relating to Our Company and our Operations

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

We are controlled by the State of Paraná, which holds 58.6% of our outstanding common voting shares as of the date of this annual report, and whose interests may differ from other shareholders. As a major shareholder, the State of Paraná has the power to control all of our operations, including the power to elect a majority of the members of our Board of Directors and determine the outcome of any action requiring common shareholder approval, including transactions with related parties and corporate reorganizations.

The operations of the Company have had and will continue to have an important impact on the commercial and industrial development of the State of Paraná. In the past, the State of Paraná has used, and may in the future use, its status as our controlling shareholder to decide whether we should engage in certain activities and make certain investments aimed, principally, to promote its public polices or social objectives and not necessarily to meet the objective of improving our business and/or operational results.

We are largely dependent upon the economy of the State of Paraná.

Our distribution market for the majority of our sales of electricity is located in the State of Paraná. Although a more competitive market involving possible sales to customers outside Paraná might develop in the future, our business depends and is expected to continue to depend to a very large extent on the economic conditions of Paraná. We cannot assure you that economic conditions in Paraná will be favorable to us in the future. The GDP (gross domestic product) of the State of Paraná increased 0.8% in 2014, while Brazil’s GDP increased 0.1% during the same period.

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Deteriorating economic conditions in the State of Paraná and increasing energy prices may affect both the ability of our distribution costumers to pay amounts they owe us, as well as the amounts of our commercial losses. An increase in our commercial losses or uncollected receivables could materially adversely affect our business, financial condition and results of operations.

The general economic performance of Brazil and of the State of Paraná have declined recently. In addition, the price of electricity paid by our distribution customers has been increasing. An increase in electricity prices, as well as poor economic performance in the State of Paraná generally, would in each case affect the ability of some of our distributions customers to pay amounts owed to us. As of December 31, 2014, our past due receivables with final customers were approximately R$393.3 million in the aggregate, or 9.0% of our revenues from electricity sales to final customers for the year ended December 31, 2014, and our allowance for doubtful accounts related to these receivables was R$158.2 million. See Note 7 to our audited consolidated financial statements.

In addition, increased prices and a deteriorating economy could result in a greater number of our distribution customers connecting illegally to our distribution grid, which would decrease our revenue from electricity sales to final customers. Furthermore, energy we lose to these illegal connections is considered a commercial loss, and we may incur regulatory penalties if our commercial losses exceed certain established regulatory thresholds.

We are involved in several lawsuits that could have a material adverse effect on our business if their outcome is unfavorable to us.

We are the defendant in several legal proceedings, mainly relating to civil, administrative, labor and tax claims. The outcome of these proceedings is uncertain and, if determined against us, may result in obligations that could materially affect our results of operations. At December 31, 2014 our provisions for probable and reasonably estimated losses were R$1,546.6 million. For additional information, see “Item 8. Financial Information—Legal Proceedings”.

The construction and expansion of our transmission and power generation projects involve significant risks that may have an adverse effect on us.

In connection with the development of transmission and generation projects, we generally must obtain feasibility studies, governmental concessions or authorizations, permits and approvals, condemnation agreements, equipment supply agreements, engineering, procurement and construction contracts, sufficient equity and debt financing and site agreements, each of which involves the consent of third parties over which we have no control. In addition, project development is subject to environmental, engineering and construction risks that can lead to cost overruns, delays and other impediments to timely complete within a project’s budget. We cannot assure you that all required permits and approvals for our projects will be obtained, that we will be able to secure private sector partners for any of our projects, that we or any of our partners will be able to obtain adequate financing for our projects or that financing will be available on a non-recourse basis to us.

If we are unable to complete a project, whether at the initial development phase or after construction has commenced, or if the completion of a project is delayed, this may decrease our expected financial return from the project, which may lead to impairment. If we experience these or other problems relating to the expansion of our electricity transmission and power generation capacity, we may be exposed to increased costs, or we may fail to achieve the revenues we planned in connection with such expansion projects, which may have an adverse effect on our financial condition and results of operations.

We are subject to limitations regarding the amount and use of public sector financing, which could prevent us from obtaining financing and implanting our investment plan.

Our current budget anticipates capital expenditures for expansion, modernization, research, infrastructure and environmental projects of approximately R$2,476.9 million in 2015. As a state- controlled company, we are subject to certain National Monetary Council (Conselho Monetário Nacional - “CMN”) and Brazilian Central Bank (Banco Central do Brasil) limitations regarding the level of credit financial institutions may offer to public sector entities. As a result, we may have difficulty in obtainingfinancing from Brazilian and international financial institutions, which could create difficulties in the implementation of our investment plan. As a result of these regulations, our capacity to incur debt is limited, which could negatively affect the implementation of our investment plan.

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Security breaches and other disruptions could compromise our data centers and operations and expose us to liability, which would cause our business and reputation to suffer.

In our ordinary course of business, we collect and store personal data of our customers in our data centers. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or loss of information could affect our operations and could result in legal claims or proceedings under Brazilian laws that protect the privacy of personal information (among others) and damage our reputation.

Risks Relating to the Brazilian Electricity Sector

We are uncertain as to the renewal of certain of our concessions, some of which are due to expire in 2015.

Under the 2013 Concession Renewal Law, we may only renew our concessions that were in effect as of 1995 (and, in the case of generation facilities, generation concession contracts entered into prior to 2003) for an additional 30-year period (or an additional 20-year period in the case thermal plants), if we agree to amend the terms of the concession contract that is up for renewal to reflect certain new terms and conditions imposed by the 2013 Concession Renewal Law, which vary depending on whether the concession is for generation, transmission or distribution. If we do not agree to amend the concession contract to reflect these new conditions, the concession contract cannot be renewed and will be subject to a competitive bidding process upon its expiration, which we might not win. Up to now, we have decided not to renew our generation concession contracts that are set to expire by 2015 and are therefore subject to competitive bidding processes pursuant to the 2013 Concession Renewal Law, and we decided to renew pursuant to the 2013 Concession Renewal Law our one transmission concession contract that is set to expire by 2015.

For distribution concessions, we are unsure of the conditions that the Ministry of Mines and Energy, orMinistério de Minas e Energia (“MME”), and the Brazilian Electricity Regulatory Agency, or theAgência Nacional de Energia Elétrica (“ANEEL”), will require in order to renew these concession contracts, and we cannot assure you that we will be able to renew our main distribution contract, which expires on July 7, 2015, on terms that are favorable to us. The request for extension of our main distribution concession was presented to ANEEL on May 31, 2012 and we confirmed our request for renewal as required under the 2013 Concession Renewal Law. In January 2014, we received a response letter from ANEEL stating that it had analyzed our request, but that it had not made a final determination. If we do not renew our main distribution concession or if it is renewed under less favorable conditions, our financial condition and results of operations could be materially adversely affected.

For more information, see “Item 4. Information on the Company—Concessions”.

Our operating results depend on prevailing hydrological conditions, which have been deteriorating recently. The impact of water shortages and resulting measures taken by the government to conserve energy may have a material adverse effect on our business, financial condition and results of operations.

We are dependent on the prevailing hydrological conditions throughout Brazil and in the geographic region in which we operate. According to data from ANEEL, approximately 66% of Brazil’s installed capacity currently comes from hydroelectric generation facilities. Our region, and Brazil in general, is subject to unpredictable hydrological conditions because of non-cyclical deviations in average rainfall. In the years prior to 2001, we have experienced a period of low rainfall, which led the Brazilian government to institute a mandatory rationing program to reduce electricity consumption, which was in effect from June 1, 2001 to February 28, 2002.

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Brazil has recently been experiencing a period of similarly low rainfall. Like in 2001, the current hydrological conditions could lead the Brazilian government to institute a rationing program, which would require that our distribution business distribute less energy to final customers. Our distribution business would be adversely affected by a mandatory rationing program because its revenues are partially based on the volume of electricity it provides through our distribution grid to final customers. However, a mandatory rationing program involves a predictable decrease in energy, which would allow our distribution business to better estimate the amount of electricity it must purchase in order to sell to final customers. In addition, in the context of a formal rationing program, our distribution business would be fully compensated for the amount of energy that it purchased prior to the rationing period in excess of the amount of energy it is allowed to distribute under the rationing program, through automatic adjustment in its energy supply contracts.

In contrast, until now the Brazilian government has reacted to the current poor hydrological conditions not by implementing a formal rationing program, but rather by seeking to reduce the consumption of electricity by final customers by other means, for example through general conservation campaigns to raise public awareness. The effect of these campaigns is less predictable, making it difficult for our distribution business to accurately estimate the volume of energy it needs to purchase for sale to final customers. Furthermore, in the absence of a formal rationing program, our distribution business is not compensated for the amount of energy it had previously contracted that now exceeds the newly-depressed final customer demand. Even after a conservation or rationing program ends, it may take several years for demand by final customers to fully recover, if at all. Deteriorating hydrological conditions may therefore have a material adverse effect on our distribution business.

                In 2014, the Brazilian Federal Government provided and facilitated various forms of assistance to distribution concessionaires experiencing cash flow difficulties arising from poor hydrological conditions, which had increased their energy acquisitions costs thereby resulting in mismatches of cash flow in the short-term. These forms of assistance included funding from the CDE Account, credit facilities contracted by the CCEE through the ACR Account and the new “Bandeira Tarifária” system. There can be no assurance that the Federal Government will continue this assistance, that will continue it on favorable terms or that it will be sufficient to cover our losses. See “Item 4. Information on the Company—Energy Sector Regulatory Charges—CDE” and Item 4. Information on the Company—Energy Sector Regulatory Charges—Regulated Market Account – ACR Account”.

With respect to our generation business, in order to compensate for poor hydrological conditions and to maintain adequate water levels in reservoirs, the ONS may order the reduction of generation from hydroelectric power plants, which would be partially compensated by increased generation by thermoelectric plants. This mechanism for replacing hydroelectric production with thermoelectric production may not provide all of the energy we need to fulfill our obligations under existing energy supply contracts. To compensate for this deficit, our generation business can be required to purchase energy in the spot market, typically at higher prices, and we would not be able to pass on these increased costs. This mechanism impacts all generation companies in Brazil regardless of whether the geographical region in which a specific generator is located is experiencing low rainfall, and could have a material adverse effect on our generation business.

In addition, if a shortage of natural gas were to occur, this would increase the general demand for energy in the market and therefore increase the risk that a rationing program would be instated.

Our operating revenues could be adversely affected if ANEEL makes decisions relating to our tariffs that are unfavorable to us.

The tariffs that we charge for sales of electricity to captive customers are determined pursuant to a concession agreement with the Brazilian government through ANEEL. ANEEL has substantial discretion to establish the tariff rates we charge our customers, which are determined pursuant to a concession agreement with ANEEL and in accordance with ANEEL’s regulatory decision-making authority.

Our distribution concession agreement and Brazilian law establish a price cap mechanism that permits three types of tariff adjustments: (i) annual readjustment (reajuste anual), (ii) periodic revision (revisão periódica), and (iii) extraordinary revision (revisão extraordinária). We are entitled to applyeach year for the annual readjustment, which is designed to offset some effects of inflation on tariffs and pass through to customers certain changes in our cost structure that are beyond our control, such as the cost of electricity we purchase from certain sources and certain other regulatory charges, including charges for the use of transmission facilities. In addition, ANEEL carries out a periodic revision every four years that is aimed at identifying variations in our costs as well as setting a factor based on our operational efficiency that will be applied against the index of our ongoing annual tariff readjustments, the effect of which is to ensure that we share the benefits of improved economies of scale with our customers. At any time, we may also request an extraordinary revision of our tariffs in the case of a significant and unexpected event, including if such an event significantly alters our cost structure.

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We cannot assure you that ANEEL will establish tariffs at rates that are favorable to us. To the extent that any of our requests for adjustments are not granted by ANEEL in a timely manner, our financial condition and results of operations may be adversely affected. In addition, ANEEL’s decisions relating to our tariffs may be contested by public authorities or by our customers. Administrative and judicial decisions resulting from these challenges may modify ANEEL’s decisions in a manner that is unfavorable to us, which may adversely affect our financial condition and results of operations.

We are subject to comprehensive regulation of our business, which fundamentally affects our financial performance.

Our business is subject to extensive regulation by various Brazilian legal and regulatory authorities, particularly the MME and ANEEL, which regulate and oversee various aspects of our business and establish our tariffs. Changes to the laws and regulations governing our operations, which have occurred in the past, could adversely affect our financial condition and results of operations.

For example, the Brazilian government has taken action to reduce tariffs in recent years. In order to substantially reduce the price paid by Final Customers for electricity, the Brazilian government enacted the 2013 Concession Renewal Law, which significantly changed the conditions under which concessionaires are able to renew concession contracts. Under the 2013 Concession Renewal Law, most generation, transmission and distribution concessionaires may be renewed at the request of the concessionaire for an additional period of 30 years, but only if the concessionaire agrees to amend the terms of the concession contract to reflect certain new terms and conditions. See “Item 4. Information on the Company—Concessions”.

If any further regulations or new laws are passed by the Brazilian government to lower electricity prices, these new laws and regulations could have a material adverse effect on our results of operations. If we are required to conduct our business in a manner substantially different from our current operations as a result of regulatory changes, our results of operations and financial condition may be adversely affected.

Certain customers in our distribution concession area may cease to purchase energy from our distribution business.

Our distribution business generates a large portion of its revenues by selling energy that it purchases from generation companies. Large electricity customers within the geographic area of our concession that meet certain regulatory requirements may qualify as Free Customers (“Free Customers”). A Free Customer in our distribution concession area is entitled to purchase energy directly from generation companies rather than through our distribution business, in which case that Free Customer would cease to pay our distribution business for that energy that we previously supplied. Therefore, if the number of Free Customers within the geographic area of our concession increases, the revenues and results of operations of our distribution business would be adversely affected.

We generate a portion of our operating revenues from Free Customers who may seek other energy suppliers upon the expiration of their contracts with us.

As of December 31, 2014, we had 29 Free Customers, representing approximately 3.7% of our consolidated operating revenues and approximately 14.2% of the total volume of electricity we soldto final customers. From January 1, 2015 until March 31, 2015, we had 2 (two) agreements with Free Customers that expired and were not renewed. Our contracts with Free Customers are typically for periods ranging between two years and five years.

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Approximately 6.1% of the megawatts sold under contracts to such customers are set to expire in 2015. In addition, as of December 31, 2014, we had 53 customers that were eligible to purchase energy as Free Customers. These customers represented approximately 4.6% of the total volume of electricity we sold in 2014, and approximately 7.6% of our operating revenues from energy sales for that year. There can be no assurance that Free Customers will enter into contracts or extend their current contracts to purchase energy from us.

Additionally, it is possible that our large industrial clients could be authorized by ANEEL to generate electric energy for their own consumption or sale to other parties, in which case they may obtain an authorization or concession for the generation of electric power in a given area, which could adversely affect our results of operations.

The regulatory framework under which we operate is subject to legal challenge.

The Brazilian government implemented fundamental changes in the regulation of the electric power industry under the 2004 legislation known as the New Industry Model Law (Lei do Novo Modelo do Setor Elétrico) and, recently, under the 2013 Concession Renewal Law. Challenges to the constitutionality of both laws are still pending before the Brazilian Supreme Court. If all or part of these laws were held to be unconstitutional, it would have uncertain consequences for the validity of existing regulation and the further development of the regulatory framework. The outcome of the legal proceedings is difficult to predict, but they could have an adverse impact on the entire energy sector, including our business and results of operations.

We may be forced to purchase energy in the spot market at higher prices if our forecasts for energy demand are not accurate, if there is a shortage of energy supply available in the regulated market, or if energy we contract is not delivered, and we may not be entitled to pass on any increased costs to our Final Customers in a timely manner, or at all.

Under the New Industry Model Law, electric energy distributors, including us, must contract to purchase, through public bids conducted by ANEEL, 100% of the forecasted electric energy demand for their respective distribution concession areas, up to five years prior to the actual delivery of electric energy. We cannot guarantee that our forecasts for energy demand in our distribution concession area will be accurate, particularly given the recent conservation campaigns by the Brazilian government in response to deteriorating hydrological conditions. If our forecasts fall short of actual electricity demand, or if we are unable to purchase energy through the regulated market due to lack of energy supply in the market, or if a generation company fails to deliver energy that was previously contracted, we may be forced to make up for the shortfall by entering into short-term agreements to purchase electricity in the spot market where we may pay significantly more for energy without being able to pass on these increased costs to our Final Customers. In addition, if we underestimate our distribution energy needs, we may be subject to penalties imposed by the Electric Energy Trading Chamber (Câmara de Comercialização de Energia Elétrica, or “CCEE”). In addition, if our forecasts surpass actual demand by more than the allowed margin (105% of actual demand), including where demand is depressed due to government campaigns in response to poor hydrological conditions, we will not be able to pass on to our Final Customers the cost of the excess energy that we acquire.

Our equipment, facilities and operations are subject to numerous environmental and health regulations, which may become more stringent in the future and may result in increased liabilities and increased capital expenditures.

Our distribution, transmission and generation activities are subject to comprehensive federal, state and local legislation, as well as supervision by Brazilian governmental agencies that are responsible for the implementation of environmental and health laws and policies. These agencies could take enforcement action against us for our failure to comply with their regulations and with requirements established for the maintenance of our environmental licenses. These actions could result in, among other things, the imposition of fines and revocation of licenses, which could have a material adverse effect on our financial condition and results of operations. It is also possible that enhanced environmental and health regulations will force us to allocate capital towards compliance, and consequently, divert funds away from planned investments. Such a diversion could have a material adverse effect on our financial condition and results of operations.

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ANEEL could penalize us for failing to comply with the terms of our concessions or with applicable laws and regulations, and we may not recover the full value of our investment in the event that any of our concessions are terminated.

Our concessions are for terms of 20 to 35 years and may be extended if certain conditions are met. In the event that we fail to comply with any term of our concessions or applicable law or regulation, ANEEL may impose penalties on us, which may include warnings, the imposition of potentially substantial fines (in some instances, up to 2% of our revenues in the fiscal year immediately preceding the assessment) and restrictions on our operations, among others. ANEEL may also terminate our concessions prior to the expiration of their terms if we fail to comply with their provisions or if ANEEL determines, through an expropriation proceeding, that terminating our concession would be in the public interest. If ANEEL terminates any of our concessions before its expiration, we would not be able to operate the segment(s) of our business that had been authorized by the concession. Furthermore, any compensation that we may receive from the federal government for the unamortized portion of our investment may not be sufficient for us to recover the full value of our investment. The early termination or non-renewal of any of our concessions or the imposition of severe fines or penalties by ANEEL could have a material adverse effect on our financial condition and results of operations. See “Item 4. Information on the Company—The Brazilian Power Industry—Concessions”.

The construction, expansion and operation of our generation, transmission and distribution facilities and equipment involve significant risks that may cause loss of revenues or increase of expenses.

The construction, expansion and operation of our generation, transmission and distribution of electricity facilities and equipment involve many risks, including theinability to obtain required governmental permits and approvals,supply interruptions, strikes, climate and hydrological interference, unexpected environmental and engineering problems, increase in losses of electricity (including technical and commercial losses), the unavailability of adequate financing andthe unavailability of equipment.

In the event we experience these or other problems, we might not be able to generate, transmit and distribute electricity in favorable quantities and on favorable terms, which may adversely affect our financial condition and the results of our operations.

If we are unable to conclude our investment program on schedule, the operation and development of our business could be adversely affected.

In 2015, we plan to invest approximately R$1,300.1 million in our generation and transmission activities (including Baixo Iguaçu HPP, Colíder HPP and SPCs of transmission lines), R$162.6 million in Wind Farms, R$784.7 million in our distribution activities and R$107.7 million in our telecommunications activities. Our ability to complete this investment program depends on multiple factors, including our ability to charge sufficient fees for our services and a variety of regulatory and operational contingencies. There is no assurance that we will have the financial resources to complete our proposed investment program, and our inability to do so may adversely affect the operation and development of our business leading to the imposition of fines levied by ANEEL as well as reduction in tariff levels.

We are strictly liable for any damages resulting from inadequate provision of electricity services and our insurance policies may not fully cover such damages.

We are strictly liable under Brazilian law for damages resulting from the inadequate provision of electricity distribution services. In addition, our distribution, transmission and generation utilities may be held liable for damages caused to others as a result of interruptions or disturbances arising from the Brazilian generation, transmission or distribution systems, whenever these interruptions or disturbances are not attributed to an identifiable member of the National Electric System Operator, theOperador Nacional do Sistema Elétrico (“ONS”). We cannot assure you that our insurance policies will fully cover damages resulting from inadequate rendering of electricity services, which may have an adverse effect on us.

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Risks Relating to the Class B Shares and ADSs

As a holder of ADSs, you will generally not have voting rights at our shareholders’ meetings.

In accordance with Brazilian Corporate Law and our bylaws, holders of the Class B Shares, and thus of the ADSs, are not entitled to vote at our shareholders’ meetings except in limited circumstances. That means, among other things, that you, as a holder of the ADSs, are not entitled to vote on corporate transactions, including any proposed merger.

In addition, in the limited circumstances where the holders of Class B Shares are entitled to vote, holders may exercise voting rights with respect to the Class B Shares represented by ADSs only in accordance with the provisions of the deposit agreement relating to the ADSs. There are no provisions under Brazilian Corporate Law or under our bylaws that limit ADS holders’ ability to exercise their voting rights through the Depositary with respect to the underlying Class B Shares. However, the procedural steps involved create practical limitations on the ability of ADS holders to vote. For example, holders of our Class B Shares will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. In accordance with the Deposit Agreement, we will provide the notice to the Depositary, which will in turn, as soon as practicable thereafter, mail to holders of ADSs the notice of such meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, ADS holders must then instruct the Depositary how to vote their shares. Because of this extra procedural step involving the Depositary, the process for exercising voting rights will take longer for ADS holders than for direct holders of Class B Shares. ADSs for which the Depositary does not receive timely voting instructions will not be voted.

As a holder of ADSs, you will have fewer and less well-defined shareholders’ rights in Brazil than in the United States and certain other jurisdictions.

Our corporate affairs are governed by our bylaws and Brazilian Corporate Law, which may differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in certain other jurisdictions outside Brazil. Under Brazilian Corporate Law, you and the holders of the Class B Shares may have fewer and less well-defined rights to protect your interests in connection with actions taken by our Board of Directors or the holders of Common Shares than under the laws of the UnitedtheUnited States and certain other jurisdictions outside Brazil.

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Although Brazilian law imposes restrictions on insider trading and price manipulation, the Brazilian securities markets are not as highly supervised as the United States securities markets or markets in certain other jurisdictions outside Brazil. For instance, rules and policies against self-dealing and regarding the preservation of minority shareholder interests may be less developed and not as robustly enforced in Brazil as in the United States and certain other jurisdictions outside Brazil, which could potentially disadvantage you as a holder of the preferred shares and ADSs. In addition, shareholders in Brazilian companies must hold 5% of the outstanding share capital of a corporation in order to have standing to bring shareholders’ derivative suits, and shareholders in Brazilian companies ordinarily do not have standing to bring a class action suit.

You may be unable to exercise preemptive rights relating to the preferred shares.

You will not be able to exercise the preemptive rights relating to the Class B Shares underlying your ADSs unless a registration statement under the United States Securities Act of 1933, as amended (“Securities Act”), is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. Therefore, the Depositary will not offer rights to you as a holder of the ADSs unless the rights are either registered under provisions of the Securities Act or are subject to an exemption from the registration requirements. We are not obligated to file a registration statement with respect to the shares or other securities relating to these rights, and we cannot assure you that we will file any such registration statement. Accordingly, you may receive only the net proceeds from the sale of your preemptive rights by the Depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. If you are unable to participate in rights offerings, your holdings may also be diluted.

Sales of a substantial number of shares, or the perception that such sales might take place, could adversely affect the prevailing market price of our shares or ADSs.

As a consequence of the issuance of new shares, sales of shares by existing share investors, or the perception that such a sale might occur, the market price of our shares and, by extension, of the ADSs may decrease significantly.

Future equity issuances may dilute the holdings of current holders of our shares or ADSs and could materially affect the market price for those securities.

We may in the future decide to offer additional equity to raise capital or for other purposes. Any such future equity offering could reduce the proportionate ownership and interests of holders of our shares and ADSs, as well as our earnings and net equity value per share or ADS. Any offering of shares and ADSs by us or our main shareholders, or a perception that any such offering is imminent, could have an adverse effect on the market price of these securities.

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

Under Brazilian Corporate Law and our by-laws, we must pay our shareholders a mandatory distribution equal to at least 25% of our adjusted net profit for the preceding fiscal year, with holders of preferred shares having priority of payment. According to our bylaws, Class A Shares and Class B Shares are entitled to receive annual, non-cumulative minimum dividends, which dividend per share shall be at least 10% higher than the dividends per share paid to the holders of the Common Shares. Class A Shares have a dividend priority over the Class B Shares, and Class B Shares have a dividend priority over the Common Shares.

If we realize a net profit in an amount sufficient to make dividend payments, at least the mandatory dividend is payable to holders of our preferred and common shares. After payment of the mandatory dividend, we can retain profits as statutory profit reserves for investments or capital reserves. If we incur net losses or realize net profits in an amount insufficient to make dividend payments, including the mandatory dividend, our management may recommend that dividend payments be madeusing the statutory profit reserve after accounting for the net losses for the year and any losses carried forward from previous years. In the event that we areunable to declare dividends, our management may nevertheless decide to defer payment of dividends or, in limited circumstances, not to declare dividends at all. We cannot make dividend payments from our legal reserve and capital reserve accounts.

Additionally, in accordance with Brazilian Corporate Law, in fiscal years in which the amount of mandatory dividends exceeds the amount of realized net profits, according to the parameters set forth in this law, management may suggest the formation of a reserve for realizable profits. This reserve can be offset with any losses and then used for paying mandatory dividends.

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Holders of our ADSs may be unable to enforce judgments against our directors or officersofficers.

All of our directors and officers named in this annual report reside in Brazil. Substantially all of our assets, as well as the assets of these persons, are located in Brazil. As a result, it may not be possible for holders of our ADSs to effect service of process upon us or our directors and officers within the United States or other jurisdictions outside Brazil, attach their assets or to enforce against us or our directors and officers judgments obtained in the United States or other jurisdictions outside of Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain requirements are met, holders of ADSs may face greater difficulties in protecting their interest in actions against us or our directors and officers than would shareholders of a corporation incorporated in a state or other jurisdiction of the United States.

Judgments of Brazilian courts with respect to our shares will be payable only in reais.

If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our shares, we will not be required to discharge any such obligations in a currency other than reais (R$). Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais (R$) may only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the judgment is obtained, and any such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The then prevailing exchange rate may not afford non Brazilian investors with full compensation for any claim arising out of, or related to, our obligations under our shares.

If you exchange your ADSs for Class B Shares, you risk increased taxes and the inability to remit foreign currency abroad.

Brazilian law requires that parties obtain a registration before the Central Bank in order to be allowed to remit foreign currencies, including U.S. dollars, abroad. For the ADSs, the Brazilian custodian for the Class B Shares has obtained the necessary certificate from the Central Bank for the payment of dividends or other cash distributions relating to the preferred shares or upon the disposition of the preferred shares. If you exchange your ADSs for the underlying Class B Shares, however, you must obtain your own certificate of registration or register in accordance with Central Bank and CVM rules in order to obtain and remit U.S. dollars abroad upon the disposition of the Class B Shares or distributions relating to the preferred shares. If you do not obtain a certificate of registration, you may not be able to remit U.S. dollars or other currencies abroad and may be subject to less favorable tax treatment on gains with respect to the preferred shares. Pursuant to Central Bank rules, obtaining this registration requires exchange transactions, which are subject to taxes in Brazil. For more information, see “Item 10. Additional Information—Taxation—Brazilian Tax Considerations—Other Brazilian Taxes”.

If you attempt to obtain your own registration, you may incur expenses or suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to the preferred shares or the return of your capital in a timely manner. The custodian’s registration before the Central Bank and any certificate of foreign capital registration you obtain may be affected by future legislative changes. Additional restrictions may be imposed in the future on the disposition of the underlying Class B Shares or the repatriation of the proceeds from disposition.

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The Brazilian government may impose exchange controls and restrictions on remittances abroad which may adversely affect your ability to convert funds inreais into other currencies and to remit other currencies abroad.

In the past, the Brazilian government has imposed restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil and the conversion of Brazilian currency into foreign currencies. The Brazilian government could again choose to impose this type of restriction if, among other things, there is deterioration in Brazilian foreign currency reserves or a shift in Brazil’s exchange rate policy. ReimpositionReintroduction of these restrictions would hinder or prevent your ability to convert dividends, distributions or the proceeds from any sale of Class B Shares, as the case may be, fromreaisinto U.S. dollars or other currencies and to remit those funds abroad. We cannot assure you that the Brazilian government will not take similar measures in the future.

The relative volatility and illiquidity of the Brazilian securities markets may impair your ability to sell the Class B Shares underlying the ADSs.

The Brazilian securities markets are substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States and certain other jurisdictions outside Brazil, and are not as highly regulated or supervised as some of these other markets. The illiquidity and relatively small market capitalization of the Brazilian equity markets may cause the market price of securities of Brazilian companies, including our ADSs and Class B Shares, to fluctuate in both the domestic and international markets, and may substantially limit your ability to sell the Class B Shares underlying your ADSs at a price and time at which you wish to do so.

Instability of the exchange rate could adversely affect the value of remittances of dividends outsideofBrazil and also the market price of the ADSs.

Many Brazilian and global macroeconomic factors have an influence on the exchange rate. In this context, the Brazilian federal government, through the Central Bank, has in the past occasionally intervened for the purpose of controlling unstable variations in exchange rates. We cannot predict whether the Central Bank or the federal government will continue to allow the real to float freely or whether it will intervene through a system involving an exchange rate band, or the use of other measures.

As a result, the real might fluctuate substantially in relation to the United States dollar, and other currencies, in the future. That instability could adversely affect the equivalent in US dollars of the market price of our shares, and as a result the prices of our ADSs and also outward dividends remittances from Brazil.For more information, see “Item 3. Key Information – Exchange Rates”.

Changes in economic and market conditions in other countries, especially Latin American and emerging market countries, may adversely affect our business, results of operations and financial condition, as well as the market price of our shares, preferred ADS and common ADSs.

The market value of the securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including other Latin American countries and emerging market countries. Although the economic conditions of such countries may differ significantly from the economic conditions of Brazil, the reactions of investors to events in those countries may have an adverse effect on the market value of the securities of Brazilian issuers. Crises in other emerging market countries might reduce investors’ interest in the securities of Brazilian issuers, including our Company. In the future, this could make it more difficult for us to access the capital markets and finance our operations on acceptable terms or at all. Due to the characteristics of the Brazilian power industry (which requires significant investments in operating assets) and due to our financing needs, if access to the capital and credit markets is limited, we could face difficulties in completing our investment plans and refinancing our obligations, and this could adversely affect our business, results of operations and financial condition.

 

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

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

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Item 4. Information on the Company

The Company

We are engagedengage in the generation, transmission, distribution and sale of electricity mainly in the Brazilian State of Paraná, pursuant to concessions granted by ANEEL, the Brazilian regulatory agency for the electricity sector, ANEEL.sector. We also provide telecommunications and other services.

AtAs of December 31, 2014,2017, we generated electricity from 18 (eighteen)seventeen (17) hydroelectric plants, 1 (one)twelve (12) wind plantplants and 1 (one)one (1) thermoelectric plant, for a total installed capacity of 4,754.45,024.0 MW, of which, approximately 99.6% of which is derived from renewable sources. Including the installed capacity of generation companies in which we have an equity interest, our total installed capacity is 5,360.45,675.9 MW. Our electric power business is subject to comprehensive regulation by ANEEL.

We hold concessions to distribute electricity in 394 of the 399 municipalities in the State of Paraná and in the municipality of Porto União in the State of Santa Catarina. AtAs of December 31, 2014,2017, we owned and operated 2,1742,698.3 km of transmission lines and 189,925.4196,951.2 km of distribution lines, constituting one of the largest distribution networks in Brazil. Of the electricity volume we supplied in 2017 to our Final Customers during 2014:Customers:

·        38.4%31.6% was to industrial customers;

·        25.8%29.2% was to residential customers;

·        19.4%19.9% was to commercial customers; and

·        16.4%19.3% was to rural and other customers.

Key elements of our business strategy include the following:

·        expanding our power generation, transmission, distribution, and telecommunication systems;

·        expanding our generation business’ sales to Free Customers both inside and outside of the State of Paraná;

·        seeking productivity improvements in the short term and sustained growth in the long term;

·        striving to keep customers satisfied and our workforce motivated and prepared;

·        seeking cost efficiency and innovation;

·        achieving excellence in data, image, and voice transmission; and

·        researching new technologies in the energy sector in order to expand power output with renewable and non-polluting sources.

Our revenues for each of the last three (3) financial years by activity are described in “Item 5. Operating and Financial Review and Prospects - Results of operations for the years ended December 31, 2017, 2016 and 2015”.

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Historical Background

We were formed in 1954 by the State of Paraná to engage in the generation, transmission and distribution of electricity, as part of a plan to bring the electric energy sector under state control. We acquired the principal private power companies located in the State of Paraná in the early 1970s. During the period fromFrom 1970 to 1977, we significantly expanded our transmission and distribution grid and worked to increase the connectivity of our network to networks in other Brazilian states. In 1979, a change in state law permitted us to extend our generating activities to include production from sources other than hydroelectric and thermal power plants.

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Currently, we are the largest energy company in the State of Paraná. We are a corporation incorporated and existing under the laws of Brazil, with the legal name Companhia Paranaense de Energia – Copel. Our head offices are located at Rua Coronel Dulcídio, 800, CEP 80420-170 Curitiba, Paraná, Brazil. Our telephone number at the head office is (55-41) 3322-3535+55 (41) 3222-2027 and our website is www.copel.com.www.copel.com. The commercial name of each of our businesses is provided as follows.

Relationship with the State of Paraná

The State of Paraná owns 58.6% of our Common Shares and, consequently, has the ability to control the election of the majority of the members of our Board of Directors, members of our Fiscal Council, the appointment of senior management and our direction, future operations and business strategy.

Corporate Structure

Prior to 2001, we operated as a single corporation engaged in the generation, transmission and distribution of electricity and in certain related activities. In compliance with the changednew regulatory regime, we transferred our operations to four wholly-owned subsidiaries one(one each for generation, transmission, distribution and telecommunicationstelecommunications) and our investments in other companies to a fifth wholly-owned subsidiary. This corporate restructuring was completed in July 2001.

In 2007, to comply with energy sector legislation, we divided the assets of our transmission business (“Copel Transmissão S.A.”) between our distribution business (“Copel Distribuição S.A.”) and our generation business, (“Copel Geração S.A.”). As a result, we changed the name of the latter entity to Copel Gera��Geração e Transmissão S.A. We also liquidated Copel Participações S.A. and distributed the equity interests it held in our controlled companies between Copel Geração e Transmissão and our holding company.

In 2013, the Company was restructured in order to enhance the efficiency of our corporate structure and reduce our operating costs.

On January 28, 2016, our board of directors approved the amendment of the bylaws of Copel Participações S.A., in order to change its corporate purpose and denomination to Copel Comercialização S.A. The corporate purpose of this company is the sale of energy and rendering of related services. The restructuring that created Copel Comercialização S.A. is aimed at strengthening Copel’s positioning in the energy trading market and to improve its efficiency, allowing for greater agility and flexibility in the sale of energy.

In September 2017, in order to optimize the management of operating activities, the Company carried out an organizational restructuring of its wholly-owned subsidiary Copel Renováveis S.A., whose activities were absorbed by Copel Geração e Transmissão S.A.

Copel currently has fourteenfive wholly-owned subsidiaries, the most significant of which are Copel Geração e Transmissão S.A., Copel Distribuição S.A., Copel Telecomunicações, Copel ParticipaçõesComercialização S.A. and Copel Renováveis.veis S.A.

The current organization of the group as of December 31, 2014 is as described below:as follows. All of our subsidiaries are incorporated in the Federative Republic of Brazil and subject to the Brazilian law.

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Business

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BUSINESS

In the past, our generation and distribution businesses were integrated, and we sold most of the electricity we generated to the customers of our distribution business. This changed as a result of the implementation of the New Industry Model Law, enacted in 2004. Today, open auctions on the regulated market are the primary channel by which our generation business sells energy, and they arestill one of the primary channels by which our distribution business purchases energy to resell to captive customers.Captive Customers and one of the channels by which our generation business generates revenues. Our generation business only sells energy to our distribution business through auctions in the regulated market. OurMoreover, our distribution business, like other certain other Brazilian distribution companies, is also required to purchase energy from Itaipu, Binacional (“Itaipu”), a hydroelectric facility equally owned by Brazil and Paraguay, in an amount determined by the Brazilian government based on our proportionate share in the Brazilian electricity market. Itaipu has an installed capacity of 14,000 MW. Pursuant to a 1973 treaty between Brazil and Paraguay, Brazilian companies purchase the substantial majority of the electricity generated by Itaipu. For more information, see “Item 4. Information on the Company—The Brazilian Electric Power Industry”.

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The following table sets forthshows the total electricity we (i) generated through entities in which we hold a 100.0% shareholding stake and the 51.0% of energy generated by Mauá Hydroelectric Plant (corresponding to the interest we hold in this asset) and (ii) purchased in each of the last five years, broken down by showing the total amount of electricity generated and purchased by Copel Geração e Transmissão andWind Farms, and the total amount of electricity purchased by Copel Distribuição and Copel Comercialização.

 

Year ended December 31,

 

2014

2013

2012

2011

2010

 

(GWh)

Copel Geração e Transmissão

 

 

 

 

 

Electricity generated

24,605

24,420

18,181

25,789

24,321

Electricity purchased from others(1)

612

2,505

3,981

952

696

Total electricity generated and purchased by Copel Geração e Transmissão

25,217

26,925

22,162

26,741

25,017

Copel Distribuição

 

 

 

 

 

Electricity purchased from Itaipu(2)

5,870

5,193

5,256

5,278

5,306

Electricity purchased from Auction – CCEAR – affiliates

411

832

1,316

1,327

1,230

Electricity purchased from Auction – CCEAR – other

16,281

14,715

17,457

16,771

15,405

Electricity purchased from other(3)

6,171

6,149

3,267

3,106

3,090

Total electricity purchased by Copel Distribuição

28,733

26,889

27,296

26,482

25,031

Total electricity generated and purchased by Copel Geração e Transmissão and Copel Distribuição

53,950

53,814

49,458

53,223

50,048

      

 

Year ended December 31,

 

2017

2016

2015

2014

2013

 

(GWh)

Copel Geração e Transmissão

 

 

 

 

 

Electricity generated(1)

19,867

25,850

24,960

24,605

24,420

Electricity purchased from others

1,055

141

401

612

2,505

Electricity received from the Interconnected System(1)

1,272

-

-

-

-

Total electricity generated and purchased by Copel Geração e Transmissão

22,194

25,991

25,361

25,217

26,925

Wind Farms(2)

 

 

 

 

 

Electricity generated

1,024

1,218

662

-

-

Electricity purchased from others

-

-

317

-

-

Total electricity generated and purchased by Wind Farms

1,024

1,218

979

-

-

Copel Distribuição

 

 

 

 

 

Electricity purchased from Itaipu(3)

5,934

5,958

5,941

5,870

5,193

Electricity purchased from Auction – CCEAR – affiliates

87

157

215

411

832

Electricity purchased from Auction – CCEAR – other

9,860

13,387

14,419

16,281

14,715

Electricity purchased from others

10,102

10,361

8,419

6,171

6,149

Total electricity purchased by Copel Distribuição

25,983

29,863

28,994

28,733

26,889

Copel Comercialização

 

 

 

 

 

Electricity purchased from others

2,674

59

-

-

-

Total electricity purchased by Copel Comercialização

2,674

59

-

-

-

Total electricity generated and purchased by Copel Geração e Transmissão, Copel Distribuição, Wind Farms and Copel Comercialização

51,875

57,131

55,334

53,950

53,814

                                                               

(1)Includes the total capacity made available butgenerated during the periods indicated. The total capacity generated might not be fully delivered (including energy from MREdue to technical and CCEE).non-technical losses.

(2)Electricity generated and purchased by our wind farm generation facilities which were under the supervision of Copel Renováveis until 2015. In December 2015, Copel Geração e Transmissão became responsible for the operation of these facilities.

(3)Distribution companies operating under concessions in the Midwest, South and Southeast regions of Brazil purchase electricity generated by Itaipu.

(3) Includes capacity made available but not fully delivered (including energy from Elejor and CCEE).

 

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The following table sets forthshows the total electricity we sold to Free Customers, captive customers,Captive Customers, distributors, energy traders and other utilities service providers in the south of Brazil through the Interconnected Transmission System that links the states in the south and southeast of Brazil, by showing the total amount of electricity sold by Copel Geração e Transmissão and Copel Distribuição in the last five years.

Year ended December 31,

Year ended December 31,

2014

2013

2012

2011

2010

2017

2016

2015

2014

2013

(GWh)

 

 

(GWh)

 

 

Copel Geração e Transmissão

 

 

 

 

 

Electricity delivered to Free Customers

4,016

4,082

1,404

919

1,054

3, 860

3,823

3,906

4,016

4,082

Electricity delivered to bilateral agreements

7,392

5,233

1,367

1,051

1,455

8, 504

7,682

6,675

7,392

5,233

Electricity delivered to Auction – CCEAR – affiliates

411

832

1,316

1,327

1,230

86

157

215

411

832

Electricity delivered to Auction – CCEAR – other

4,695

6,389

13,780

14,139

13,405

838

3,348

4,457

4,694

6,389

Electricity delivered to Spot Market – CCEE

4,657

1,762

2,137

1,773

1,942

Electricity delivered to the Interconnected System(1)

7,970

9,796

3,856

8,625

7,233

3,755

8,575

7,360

6,197

7,855

Total electricity delivered by Copel Geração e Transmissão

24,484

26,332

21,723

26,061

24,377

21,700

25,347

24,750

24,483

26,332

Wind Farms(2)

 

 

 

 

Electricity delivered to Auction – CCEAR – other

840

841

764

-

-

Electricity delivered to Auction – CER – other

357

358

269

-

-

Total electricity delivered by Wind Farms

1,197

1,199

1,033

-

-

Copel Distribuição

 

 

 

 

 

 

Electricity delivered to captive customers

24,208

22,926

23,248

22,454

21,304

Electricity delivered to Captive Customers

19,743

22,328

24,043

24,208

22,926

Electricity delivered to distributors in the State of Paraná

699

620

635

600

568

543

614

699

699

620

Spot Market – CCEE

362

43

36

341

61

Spot Market – CCEE(3)

2,403

3,611

910

368

43

Total electricity delivered by Copel Distribuição

25,269

23,589

23,919

23,395

21,933

22,689

26,553

25,652

25,275

23,589

Copel Comercialização

 

 

 

Electricity delivered to Free Customers

774

58

-

-

-

Electricity delivered to Spot Market – CCEE

1,882

1

-

-

-

Total electricity delivered by Copel Comercialização

18

59

-

-

-

Subtotal

49,753

49,921

45,645

49,456

46,310

48,260

53,154

51,435

49,758

49,921

Losses by Copel Geração e Transmissão and Copel Distribuição

4,197

3,893

3,816

3,767

3,738

Total electricity delivered by Copel Geração e Transmissão and Copel Distribuição, including losses

53,950

53,814

49,458

53,223

50,048

 

Losses by Copel Geração e Transmissão, Copel Distribuição and Wind Farms(4)

 3,615

3,977

3,899

4,192

3,893

Total electricity delivered by Copel Geração e Transmissão, Copel Renováveis, Copel Distribuição and Copel Comercialização, including losses

51,875

57,131

55,334

53,950

53,814

                                                                      

(1) Includes capacity made available but not fully delivered.

 (2) Electricity generated and purchased by our wind farm generation facilities which were under the supervision of Copel Renováveis until 2015. In December 2015, Copel Geração e Transmissão became responsible for the operation of these facilities.

(3) Includes the Mechanism for Compensation of Surpluses  and  Deficits (Mecanismo de Compensação de Sobras e Déficits - MCSD).

(4) Includes Technical, Non-technical and Basic network losses of Copel Distribuição and losses related to the allocation of agreements of Copel GeT.

 

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Table of Contents

Generation

As of December 31, 2014,2017, considering only the entities in which we hold a 100.0% shareholding stake and 51.0% of the energy generated by Mauá Hydroelectric Plant (corresponding to the interest we hold in this asset), we operated and sold energy through 18 (eighteen)17 (seventeen) hydroelectric plants, 1 (one)12 (twelve) wind plantplants and 1 (one) thermoelectric plant, with a total installed capacity of 4,754.45,024 MW. On February 14, 2014, upon the expiration of the concession agreement of one of our hydroelectric plants (Rio dos Patos), we ceased to sell the energy produced by this plant but we continue to operate and maintain it until the winner of a new competitive bidding process to be conducted by ANEEL assumes the plant. If we include the installed capacity of the generation companies in which we have an equity interest, our total installed capacity as of December 31, 2014 was 5,360.4 MW. We produce electricity almost exclusively through our hydroelectric plants. Our assured energy totaled 2,067.6an average of 2,131.6 MW in 2014.2017. Our generation varies year by yearyearly as a result of hydrological conditions and other factors. We generated 24,604.820,891 in 2017, 27,068 GWh in 2016, 25,960 GWh in 2015, 24,605 GWh in 2014 24,420.4and 24,420 GWh in 2013, 18,180.9 GWh2013.

Considering the installed capacity of all of the generation companies in 2012, 25,789 GWh in 2011, and 24,321 GWh in 2010.which we have an interest (equity or otherwise), our total installed capacity as of December 31, 2017, was 5,675.9 MW.

The generation of electrical energy at our power plants is supervised, coordinated and operated by our Generation and Transmission Operation Center in the city of Curitiba. This operation center is responsible for coordinating the operations related to approximately 99.9% of our total installed capacity, including some of the plants in which we hold only partial ownership interests.

Hydroelectric Generation Facilities

 

The following table sets forth certain information relatingrelated to our main hydroelectric plants in operation at December 31, 2014:during 2017:

Plant

Installed capacity

Assured energy(1)

Placed in service

Concession expires

Installed capacity

Assured energy(1)

 

Placed in service

Concession expires

(MW)

(GWh/yr)

 

 

(MW)

(GWh/yr)

 

 

Foz do Areia

1,676

5,045.8

1980

2023

1,676.0

5,045.76

1980

September, 2023

Segredo

1,260

5,282.3

1992

2029

1,260.0

5,282.28

1992

November, 2029

Salto Caxias

1,240

5,299.8

1999

2030

1,240.0

5,299.80

1999

May, 2030

Capivari Cachoeira(2)

260

954.8

1970

2015

260.0

954.84

1971

January, 2046

Mauá

185(2)

876.0

2012

2042

185.2(3)

883.24

2012

July, 2042

Others

101.0

512.29

N/A

N/A

                                                                                                 

(1) Values used to determine volumes committed for sale.

(2)On January 5, 2016, Copel Geração e Tramissão executed a concession agreement with ANEEL so that it will continue to operate this plant under an operation and maintenance regime until 2046. 

(3) Corresponds to 51%51.0% of the installed capacity of the plant (363(363.0 MW) as we operate this plant through a consortium.

 

 

Governador Bento Munhoz da Rocha Netto (“Foz do Areia” Plant).The Foz do Areia Hydroelectric Plant is located on the Iguaçu River, approximately 350 kilometers southwest of the city of Curitiba.

 

Governador Ney Aminthas de Barros Braga (“Segredo” Plant).The Segredo Hydroelectric Plant is located on the Iguaçu River, approximately 370 kilometers southwest of the city of Curitiba.

Governador José Richa (“Salto Caxias” Plant).The Salto Caxias Hydroelectric Power Plant is located on the Iguaçu River, approximately 600 kilometers southwest of the city of Curitiba.

Governador Pedro Viriato Parigot de Souza (“Capivari Cachoeira” Plant).The.The Capivari Cachoeira Hydroelectric Plant is the largest underground hydroelectric plant in Southern Brazil. Thereservoir is located on the Capivari River, approximately 50 kilometers north of the city of Curitiba, and the power station is located on the Cachoeira River, approximately 15 kilometers from the reservoir.

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Our concession agreement for the Capivari Cachoeira Plant expired on July 7, 2015. Although Copel Geração e Transmissão did not elect to renew the original concession pursuant the 2013 Concession Renewal Law, it participated in the new competitive bidding process and won. On January 5, 2016, Copel GeT executed a concession agreement with ANEEL, allowing it to continue to operate this plant under an operation and maintenance regime until January 5, 2046. We paid a total of R$574.8 million as the signing bonus for this concession and we received an annual generation revenue (AGR) of R$144.1 million from January 5, 2016 to December 31, 2016. This AGR was subject to an annual tariff adjustment in July 2017, pursuant to the Aneel Resolution No. 2,265/2017, and was set as R$114.1 million for the period from July 2017 to June 2018.

The Capivari Cachoeira Plant has 260.0 MW of installed capacity and assured energy of 954.8 GWh/year. 100.0% of the energy generated by this plant in 2016 was allocated in quotas to the regulated market (this number was reduced to 70.0% starting on January 1, 2017). Copel GeT will no longer bear the hydrological risk for the energy allocated in quotas under the MRE associated with the Capivari Cachoeira Plant.

Mauá.The.The Mauá Hydroelectric Plant is located on the Tibagi River, in the State of Paraná. It was constructed between 2008 and 2012 by Consórcio Energético Cruzeiro do Sul, in which Copel haswe hold a 51.0%51.0% interest and Eletrosul Centrais Elétricas S.A. (“Eletrosul”) holds the remaining 49.0%49.0%. ItThe facility is located approximately 250 kilometers from Curitiba, in the Municipality of Telêmaco Borba.

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Table of Contents

In addition to our generation facilities, we have ownership interests in several other hydroelectric generation companies.

Between 2004 and 2010, we were required by law to retain a majority of the voting shares of any company in which we obtained an ownership interest. Starting in 2010, it became possible for us to hold non-controlling interests in companies.

The following table sets forth information regarding the hydroelectric generation plants in which we had a partial equity interest as of December 31, 2014:2017:

Plant

Installed

capacity

Assured

energy

Placed in service

Our ownership

Concession

expires

 

(MW)

(GWh/yr)

 

(%)

 

Elejor Facility(Santa Clara and Fundão)

246.5

1,229.0

July, 2005
June, 2006

70.0

May, 2037(1)

December, 2032

Dona Francisca

125.0

664.9

February, 2001

23.0

August, 2033

PCH Arturo Andreoli

(Foz do Chopim)

29.1

178.6

October, 2001

35.8

April, 2030

Plant

Installed

capacity

Assured

energy

Placed in service

Our ownership

Concession

expires

 

(MW)

(GWh/yr)

 

(%)

 

Elejor Facility (Santa Clara and Fundão)

246.4

1,229.0

July 2005
June 2006

70.0

2036

Dona Francisca

125.0

683.3

February 2001

23.0

2033

Foz do Chopim

29.1

178.7

October 2001

35.8

2030

Lajeado (Investco S.A)

902.5

4,613.0

December 2001

0.8

2032

 (1)Elejor Facility adhered on January 14, 2015, with the renegotiation of the hydrological risks, which caused the expiration date to be extended from 2036 to 2037.

Elejor Facility. The Elejor Facility consists of the Santa Clara and Fundão Hydroelectric Plants, both of which are located on the Jordão River in the State of Paraná. The aggregate total installed capacity of the units is 246.4246.5 MW, which includes two smaller hydroelectric generation units installed in the same location. Centrais Elétricas do Rio Jordão S.A. (“Elejor”)Elejor signed a concession agreement with a term of 35 years for the Santa Clara and Fundão plants in October 2001. As of December 31, 2014,2017, we own 70.0% of the common shares of Elejor, andPaineira Participações owns the remaining 30.0%.

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Elejor is required to make monthly payments to the federal government for the use of hydroelectric resources, with total annual payments ofwhich in 2001 totaled R$19.0 million. This amount is adjusted on an annual basis by the Brazilian General Market Price Index,Índice Geral de Preços do Mercado (“IGP-M Index”).Index.

We have a power purchase agreement with Elejor, thatwhich provides that we will purchase all of the energy produced by the Santa Clara and Fundão facilities at a set rate until April 2019, to be adjusted annually in accordance with the IGP-M Index. In 2014,2017, Elejor’s net revenues and net profits were R$241.2291.6 million and R$19.296.2 million, respectively, while in 20132016 its net revenues and net profits were R$217.4263.7 million and R$41.949.1 million, respectively.

Dona Francisca. We own 23.03% of the common shares of Dona Francisca Energética S.A. (“DFESA”). The other shareholders are Gerdau S.A. with a 51.82% interest, Celesc S.A. with a 23.03% interest and Desenvix S.A. with a 2.12% interest. DFESA Hydroelectric Power Plant is located on the Jacuí River in the State of Rio Grande do Sul. The plant began full operations in 2001. As of December 31, 2014, DFESA had loans and financing in the total amount of R$5.1 million. The debt is secured by a pledge of shares of DFESA. Until March 2015, we had a power purchase agreement with DFESA, valued at R$81.3 million annually, under which Copel Geração e Transmissão purchased 100% of DFESA’s assured energy. In April 2015, we signed a new ten year power purchase agreement with DFESA, valued at R$18.917.0 million annually, under which Copel Geração e Transmissão purchases 23.03% of DFESA’s assured energy (proportional to Copel’s stake).

In 2014,2017, DFESA’s net revenues and net profits were R$109.970.7 million and R$43.838.5 million, respectively, while in 20132016 its net revenues and net profits were R$104.470.2 million and R$39.034.3 million, respectively.

PCH Arturo Andreoli (“Foz do ChopimChopim” Hydroelectric Plant).The Foz do Chopim Hydroelectric Plant is located on the Chopim River in the State of Paraná. We own 35.77%35.8% of the common shares of Foz do Chopim Energética Ltda., the entity that owns the Foz do Chopim Hydroelectric Plant. Silea Participações Ltda. owns the remaining 64.23%64.2%. The operation and maintenance of Foz do Chopim Hydroelectric Plant is performed by Copel Geração e Transmissão S.A. Energy supply agreements were executed at an average tariff of R$202.56/220.07/MWh. Foz do Chopim Energética Ltda. also has the authorization to operate Bela Vista SHP, a hydroelectric power plant whichthat is located inon the same river and has similar capacity. The process for obtaining the necessaryenvironmentalnecessary installation environmental license is ongoing. In 2014,2017, Foz do Chopim’s net revenues and net profits were R$40.240.8 million and R$23.729.8 million, respectively, while in 20132016 its net revenues and net profits were R$38.840.8 million and R$28.829.9 million, respectively.

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Table of Contents

Wind Farm Generation Facilities

Since 2013 we have been expanding our energy generation capacity and diversifying our energy matrix through the development of renewable energy sources, like the construction and acquisition of wind farms in the State of Rio Grande do Norte.

The following table sets forth certain information relating to our wind farm plants in operation:

Plant

Installed capacity

Assured Power

Placed in Service

Concession Expires

 

(MW)

(Average MW)

 

 

São Bento Energia(1)

94.0

46.3

February 2015

2046

Boa Vista

14.0

6.3

-

-

Olho d'Água 

30.0

15.3

-

-

São Bento do Norte

30.0

14.6

-

-

Farol

20.0

10.1

-

-

Palmas

2.5

0.5

February 1999

2029

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Table of Contents

Plant

Installed capacity

Assured Power

Placed in Service

Concession Expires

 

(MW)

(Average MW)

 

 

São Bento Energia

94.0

46.3

 

 

Boa Vista

14.0

6.3

February, 2015

April, 2046

Olho d'Água

30.0

15.3

February, 2015

May, 2046

São Bento do Norte

30.0

14.6

February, 2015

May, 2046

Farol

20.0

10.1

February, 2015

April, 2046

Palmas

2.5

0.5

November, 1999

 September, 2029

Copel Brisa Potiguar Wind Complex     

183.6

98.4

 

 

Asa Branca I

27.0

14.2

August, 2015

April, 2046

Asa Branca II

27.0

14.3

September, 2015

May, 2046

Asa Branca III

27.0

14.5

September, 2015

May, 2046

Eurus IV

27.0

14.7

August, 2015

April, 2046

Santa Maria

29.7

15.7

April, 2015

May, 2047

Santa Helena

29.7

16.0

May, 2015

April, 2047

Ventos de Santo Uriel

16.2

9.0

May, 2015

April, 2047

São Miguel do Gostoso I(1)

108.0

57.1

 

 

Carnaúbas

27.0

13.1

June, 2015

April, 2047

Reduto

27.0

14.4

June, 2015

April, 2047

Santo Cristo

27.0

15.3

June, 2015

April, 2047

São João

27.0

14.3

June, 2015

March, 2047

                                                                         

(1) Copel has a 49.0% interest in São Bento started its operations on February 26, 2015.Miguel do Gostoso I.

 

São Bento Energia. On February 26,25, 2015, the four wind farms (Boa vista,Vista, Olho d’Água, São Bento do Norte and Farol) included in the São Bento Wind Farm Complex, located in the State of Rio Grande do Norte, began operations. With an installed capacity of 94 MW and assured energy of 46.3 average-MW, the project is the first of a series of five complexes to be built by us in the State of Rio Grande do Norte until 2019.average-MW. In August 2010, an average43.7 average-MW of 43.7 MWs ofthe energy generated at a weighted average price of R$134.4/134.40/MWh (annually adjusted by IPCA index) was sold to fifteen distribution concessionaires in ANEEL public auctions. The energy to be generated by these wind farms wasis sold through 20-year term contracts.

Copel Brisa Potiguar Wind Complex. On September 15, 2015, Copel concluded the installation of the Brisa Potiguar Wind Complex with an installed capacity 183.6 MW and assured energy of 92.6 average-MW. An assured energy of 52.2 average-MW (from Asa Branca I, Asa Branca II, Asa Branca III and Eurus IV) was committed under contract to electric power distributors in the alternative energy auction in August 2010 at a weighted average price of R$135.40/MWh (adjusted annually by IPCA inflation index) and an average of 40.7 MW (from WPPs Santa Helena, Santa Maria and Ventos de Santo Uriel) was committed under contract in the 6th Reserve Energy Auction held in August 2011 at a weighted average price of R$101.98/MWh (annually adjusted by the IPCA inflation index). The energy to be generated was sold through 20-year term contracts with payments beginning in April 2015.

São Miguel do Gostoso I. In June 2014, we negotiated with Voltalia Energia do Brasil Ltda.(Voltalia) the acquisition of a 49.0% interest in the São Miguel do Gostoso I Wind Farm Complex, in the State of Rio Grande do Norte. The São Miguel do Gostoso wind farm complex has 108.0 MW of installed capacity and assured energy of 57.1 average-MW, and its energy was sold in the 4th Reserve Energy Auction at an average price of R$98.92/MWh through 20-year term contracts. In April 2015, weconcluded the construction of this wind farm complex and ANEEL, in July and August 2015, classified it as ready for commercial operation. This wind farm complex began production in June 2017 after completion of the necessary transmission lines.

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Table of Contents

Thermoelectric Generation Facilities

The following table sets forth certain information relating toabout our thermoelectric plants in operation atas of December 31, 2014:2017:

Plant

Installed

capacity

Assured

energy

Placed in service

Our ownership

Concession

expires

Installed

capacity

Assured

energy

Placed in service

Our ownership

Concession

expires

(MW)

(GWh/yr)

 

(%)

 

(MW)

(GWh/yr)

 

(%)

 

Araucária

484.1

3,199.2(1)

September 2006

80.0

2029

484.1

3,199.2(1)

September, 2002

80.0

December, 2029

Figueira

20.0

90.2

March 1969

100.0

2019

20.0

90.2

April, 1963

100.0

March, 2019

                                                                      

(1) The annual assured energy of thermal plants such as Araucária varies depending on the price of natural gas, according to criteria established by the MME.

Araucária. We have an 80.0% interest in UEG Araucária Ltda., which owns the Araucária Thermoelectric Plant. In December 2006, UEG Araucária Ltda. entered intoplant, a lease agreement under which it leasednatural gas thermoelectric power plant, located in the plant toPetróleo Brasileiro S.A. - Petrobras, and Petrobras entered into an operation and maintenance agreement with our subsidiary Copel Geração e Transmissão under which Copel Geração e Transmissão agreed to operate and maintain the plant. Both agreements expired on January 31, 2014. Therefore, asstate of February 1, 2014, UEG Araucária Ltda. is responsible for selling the energyproduced by theParaná. The Araucária Thermoelectric Plant. Thisplant has 484.1 MW of installed capacity, does not have Availability Agreements currently in force and operates under a business model in which revenue depends on the plant’s operation. When produced, energy iscurrentlynotwill be sold in long-term contracts, but rather is distributed in the spot market as directed by the ONS.

23


TableAs identified by our management during the preparation of Contentsour unaudited consolidated interim financial information as of September 30, 2017, in 2014, UEG Araucária Ltda. invested in a Multimarket Investment Fund, which holds shares of other investment funds that in turn invest in a private company, whose main asset is a real estate development. As of September 30, 2017, such investment corresponded to R$157.1 million and was recognized under “Bonds and Securities”, in current assets, because, according to information delivered by the management of UEG Araucária to the Company’s Management, that investment was made in a wholly-owned fund, whose benchmark was 103.5% of the CDI (Interbank Deposit Certificate, a money market security) rate and that was composed of shares issued by other investment funds and government bonds, with immediate liquidity and that were available for sale.

As a result of a new valuation and investigations carried out by our management together with independent experts, we have restated our financial statements for the fiscal year ended December 31, 2015 and December 31, 2016, to correct our accounting for this investment and we have identified related material weaknesses in our internal control over financial reporting. For additional information, see Note 4.1 to our audited consolidated financial statements and “Item 15. Controls and Procedures”. 

The investments made by UEG Araucária Ltda. are not highly liquid and this may impact the ability of UEG Araucária Ltda. to raise the necessary funds to operate the Araucária Thermoelectric plant.  

Figueira. The Figueira plant is located in the city of Figueira, in the northeast of the state of Paraná (where the main coal basin of Paraná is located). The operation and maintenance of this facility are carried out by Companhia Carbonífera do Cambuí Ltda., a company also responsible for the supply of coal consumed in the plant.

The Figueira plant is currently in the modernization process, which consists of replacing the equipment. This process aims to make this plant more efficient, reduce emissions of gases and particles resulting from the burning of coal and comply with applicable environmental legislation.

The Figueira plant currently has an installed capacity of 20.0 MW, with two generating units of 10.0 MW and a physical guarantee of 10.3 average MW, as determined by Portaria nº 303/2004 issued by the Ministry of Mines and Energy of Brazil. The Figueira plant produces an average net energy of 8.6 MW (internal consumption of discount, recorded in Copel's Energy Balance Sheet). Due to the long period in which the Figueira plant was in operation and the use of outdated equipment, the maximum energy efficiency of this plant is approximately 15%.

After the modernization, the plant will maintain the installed capacity of 20.0 MW with only one generating unit and the physical guarantee of 17.7 MW, so that it is in compliance with Normative Resolution No. 500/2012, which defines a minimum efficiency of 25% for installations with installed capacity up to 50.0 MW.

Expansion and Maintenance of Generating Capacity

We expect to spend R$929.21,412.2 million in 20152018 to expand and maintain our generation capacity, including participation in new businesses, of which R$345.1888.5 million will be invested in Complexo Eólico Cutia, R$156.3 million will be invested in the Complexo Eólico Brisa Potiguar, R$98.7 million will be invested in the Colíder Hydroelectric Power Plant and R$158.571.7 million will be invested in the BaixoIguaçu Hydroelectric Power Plant and R$221.4 million will be invested in wind power plants.Plant. The remaining amount will be spent on equipment maintenance, the modernization of the HPP Foz dedo Areia, Hydroelectric power plant, amongthe modernization of the Figueira Thermal Power Plant and other projects.

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Table of Contents

Hydroelectric Power Plant Projects

We have interests in several hydroelectric generation projects. The following table sets forth information regarding our planned major hydroelectric generation projects and recent acquisitions of hydroelectric generation facilities.under construction.

Facility

Installed capacity

Estimated

assured energy(1)

Budgeted completion cost

Beginning of operation (expected)

Our ownership

Status

Installed capacity

Estimated

assured energy(1)

Budgeted completion cost

Beginning of operation (expected)

Our ownership

Status

(MW)

(GWh/year)

(R$ million)

 

(%)

 

(MW)

(GWh/year)

(R$ million)

 

(%)

 

Colíder HPP

300.0

1,573

1,800

April 2016

100.0

Concession granted

300.0

1,560

2,364

June, 2018(2)

100.0

Concession granted

Baixo Iguaçu HPP

350.2

1,514

1,600

December 2017(2)

30.0

Concession granted

350.2

1,501

2,346

November, 2018

30.0

Concession granted

                                                                                                 

(1) Values used to determine volumes committed for sale.

(2) The expected commercial operation in 2016 has changed becausescheduled commencement of operations for the environmental installation license has been suspended (Generating unit 1 is now scheduledColíder plant was delayed due to go into commercial operation on December 31, 2017 and generating units 2 and 3 in January and February 2018, respectively).fortuitous events.

Colíder.der. In July 2010, we won an ANEEL auctionbid for athe 35-year concession to constructbuild and operate the Colíder Hydroelectric Power Plant on the Teles Pires River in the State of Mato Grosso. The Colíder facilityplant will have an installed capacity of 300.0300.0 MW and will beis located inbetween the municipalities of Nova Canaã do Norte and Itaúba. The municipalities of Colíder Itaúba and Cláudia. Construction began in 2011. The project is in its final stage of construction.udia are also affected by the  reservoir. The construction of the dam is onplant began in 2011 and about 94% of the work was concluded in 2017. The reservoir and the spillway were already completed. Equipment manufacturing and electromechanical assemblies are underway, with the generating unit 01 entering its final stage, with coating being applied and drainage system has been installed. The electromechanical equipment is being installedphase of assembly in 2018. In February 2016, we started the powerhouse. The first generating unit is in an advanced stage. Dueconstruction of a 64-km-long transmission line that will connect the plant to the “Cláudia” substation.

As a result of fortuitous events, in early 2013, the original construction schedule has been hampered. Copel GeT is requestingfiled an application with ANEEL to recognize an exclusionexcuse it from certain fines, penalties and charges incurred as a result of liability for the delay in the power plant’s start-up andbeginning of operations of the plant, initially scheduled for December 31, 2014. The request filed by Copel GeT was not approved by ANEEL, so Copel GeT filed an administrative appeal, which was denied on March 14, 2017. Not agreeing with the decision, Copel GeT again requested the reconsideration of such decision by ANEEL, which was definitively denied on July 04, 2017. On December 18, 2017, we filed an ordinary lawsuit regarding the matter.

Copel GeT has been deliveringhonoring the energy supply commitments of the Colíder HPP (CCEAR), totaling 125.0 average MW, as follows:

(i) From January 2015 to May 2016: Copel GeT used leftover energy de-contracted in other generation facilities.

(ii) June 2016: partial reduction pursuant to a Bilateral Agreement.

(iii) From June 2016 to December 2018: reduction of all of the Energy Commercialization Contracts in the Regulated Environment - CCEARs, pursuant to a Bilateral Agreement and participationin the Mechanism of Compensation of Remains and Deficits - MCSD de Energia Nova.

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Table of Contents

As a result of the above, the Colíder HPP obtained a release of its obligations to deliver energy in accordance with2017 and 2018 under the terms of Colíder’s CCEAR since January 1, 2015, with energy from its own generation complexes. The commercial generation is scheduledcontracted CCEARs (125.0 average-MW).

Ordinance MME No. 258, on December 21, 2016, required Copel GeT to begin in April 2016. From the facility’s assured energy of 179.6ensure a 177.9 average MW 125.0for the plant, which was increased to 178.1 average MW by MME Ordinance No. 213  of July 14, 2017. Of this total, 125 average MW are committed under a 30-year contract, to distributors at a price of R$103.40/MWh, as of July 1, 2010 (adjusted annually in accordance withfor the variation of the IPCA inflation index)rate). The remaining 54.653.1 average MW power not sold under this contract hasagreement have not yet to bebeen contracted for and is stillare available for sale to large customersconsumers in the free market.

Baixo Iguaçu. In June 2013, we acquired a 30%30.0% equity interest in the Baixo Iguaçu HPP through a consortium, with no premium payment. Baixo Iguaçu is the last large energy project planned for the main river in the state of Paraná (IguaçIguaçu River)River and will be located around 30 km downstream from Governador José Richa HPP - the Salto Caxias Hydroelectric Power Plant, which is 100%100.0% owned by Copel. The Baixo Iguaçu facility will have an installed capacity of 350.2 MW and will be located in the municipalities of Capanema, Capitão Leonidas Marques, Planalto, Realeza and Nova Prata do Iguaçu. FromOf the facility’s assured energy of 172.8171.3 average MW 120.96(established by Ordinance MME No. 11, on January 18, 2017), 121 average MW are committed under a 30-year contract to distributors at a price of R$98.98/MWh, as of July 1, 2008 (adjusted annually in accordance with the IPCA inflation index), with supply starting in December 2017.November 2018. The remaining 51.8450.3 average MW power not sold under this contract has yet to be contracted for and is still available for sale to large customers in the free market.

24


TableThe construction of Contents

Constructionthis facility began in 2013. The2013 and the expected commercial operation in 2016 has changed because the environmental installation license has been suspended since June 2014 due to judicial disputes. The 4th Regional Federal Court determined the suspension of itsthe construction, works, as it understood thatbecause the construction did not have the approval of the ICMBio, the environmental agency responsible for the Iguaçu National Park (Parque Nacional do Iguaçu) (the natural reserve is located 500 meters from the plant). Generating

On August 23, 2016, we entered into the 2nd Amendment to the Concession Agreement with respect to the Baixo Iguaçu HPP, with the purpose of formalizing the new work schedule and recognizing that we should not be held liable for the delay in the implementation of the project for a period corresponding to 756 days, which was considered as an extension of the concession period. Consequently, the concession period was extended from August 19, 2047 to September 14, 2049.

In November 2017, ANEEL acknowledged, through Order No. 3,770, a new 46-day period during which we should not be held liable for delays in implementing the project as a result of systematic invasions of the construction site, carried out by unofficial entities, in mid-May and October 2016.

The civil works and electromechanical assembly in the powerhouse allowed the installation and positioning of important parts of the turbine-generator set, from the first generating unit, in the months of October and November of 2017. The diversion of the river to enable the construction of the last phase of the constructive sequence of the project, is expected to be executed in May 2018.

Baixo Iguaçu’s generating unit 1 is now scheduled to go into commercial operation on December 31, 2017in November 2018 and generating units 2 and 3 in December 2018 and January and February 2018,2019, respectively.

Wind Farm Projects

                Currently, we hold 100%100.0% of the equity interest of 20 (twenty)13 (thirteen) wind power plants under construction, totaling 528.1 MW of installed capacity and we also hold 49.0% of the equity interest of the Wind Complex São Miguel do Gostoso, composed of 4 (four) wind power plant with 108.0312.9 MW of installed capacity. All of the energy to be produced from these wind farms was sold to distribution concessionaires through 20-year agreements. The following table sets forth information regarding our wind farm projects:

37


Wind Farm

Installed capacity(1)

Estimated Assured Power

Budgeted completion cost

Beginning of operation (expected)

Our ownership

Status

 

(MW)

(Average MW)

(R$ million)

 

(%)

 

Copel Brisa Potiguar

196.1

92.9

972.5

2015

100.0

Concession granted

Nova Eurus IV

30.0

13.7

-

-

-

-

Nova Asa Branca I

30.0

13.2

-

-

-

-

Nova Asa Branca II

30.0

12.8

-

-

-

-

Nova Asa Branca III

30.0

12.5

-

-

-

-

Santa Maria

30.0

15.7

-

-

-

-

Santa Helena

30.0

16.0

-

-

-

-

Ventos de Santo Uriel

16.1

9.0

-

-

-

-

Cutia

332.0

126.2

1,310.7

-

100.0

Concession granted

Dreen Cutia

25.2

9.6

-

2017

-

-

Dreen Guajiru

21.6

8.3

-

2017

-

-

Esperança do Nordeste

30.0

9.1

-

2017

-

-

GE Jangada

30.0

10.3

-

2017

-

-

GE Maria Helena

30.0

12.0

-

2017

-

-

Paraíso dos Ventos do Nordeste

30.0

10.6

-

2017

-

-

Potiguar

28.8

11.5

-

2017

-

-

São Bento do Norte I

24.2

9.7

-

2019

-

-

São Bento do Norte II

24.2

10.0

-

2019

-

-

São Bento do Norte III

22.0

9.6

-

2019

-

-

São Miguel I

22.0

8.7

-

2019

-

-

São Miguel II

22.0

8.4

-

2019

-

-

São Miguel III

22.0

8.4

-

2019

-

-

São Miguel do Gostoso

108.0

57.1

513.9

2015

49.0

Concession granted

Carnaúbas

27.0

13.1

-

-

-

-

Reduto

27.0

14.4

-

-

-

-

Santo Cristo

27.0

15.3

-

-

-

-

São João

27.0

14.3

-

-

-

-

Table of Contents

Wind Farm

Installed capacity(1)

Estimated Assured Power(2)

Budgeted completion cost

Beginning of operation (expected)

Our ownership

Concession

expires

 

(MW)

(Average MW)

(R$ million)

 

(%)

 

Cutia

312.9

129.5

2,008.4

-

100.0

 

 

Dreen Cutia

23.1

9.6

-

July, 2018

-

January, 2042

Dreen Guajiru

21.0

8.3

-

July, 2018

-

January, 2042

Esperança do Nordeste

27.3

9.1

-

 July, 2018

-

May, 2050

GE Jangada

   27.3

10.3

-

 August, 2018

-

January, 2042

GE Maria Helena

27.3

12.0

-

 August, 2018

-

January, 2042

Paraíso dos Ventos do Nordeste

27.3

10.6

-

 August, 2018

-

May, 2050

Potiguar

27.3

11.5

-

 July, 2018

-

May, 2050

São Bento do Norte I

23.1

10.1

-

 September, 2018

-

August, 2050

São Bento do Norte II

23.1

10.8

-

 October, 2018

-

August, 2050

São Bento do Norte III

23.1

9.6

-

January, 2019

-

August, 2050

São Miguel I

21.0

9.3

-

 November, 2018

-

August, 2050

São Miguel II

21.0

9.1

-

 November, 2018

-

August, 2050

São Miguel III

21.0

9.2

-

 December, 2018

-

August, 2050

                                                                                        ��        

(1)The installed capacity for our wind farm projects can be reduced during the implementation of the projects.

Copel Brisa Potiguar(2). In August 2013, we acquired 100% The assured power of the generation assets of Salus Fundos de Investimento em Participações, a company that owned seven wind farm special purposes entities located in the State of Rio GrandeSão Bento Norte I, São Bento do Norte with total installed capacityII, São Miguel I, São Miguel II and São Miguel III was adjusted pursuant to Ministry of 196.1MW. An averageMines and Energy Ordinance no. 335/2017 dated as of 92.9 MW (from WPPs Asa Branca I, Asa Branca II, Asa Branca III and Eurus IV), was committed under contract to electric power distributors in the alternative energy auction in August 2010, at a weighted average price of R$135.40/ MWh (adjusted annually by IPCA inflation index). An average of 40.7 MW (from WPPs Santa Helena, Santa Maria and Santo Uriel), was committed under contract inthe reserve energy auction in August 2011, at a weighted average price of R$101.98/MWh (annually adjusted by the IPCA inflation index). The energy to be generated was sold through 20-year term contracts, with payments beginning in April 2015.

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Table of ContentsNovember 14, 2017.

 

Cutia. On October 31, 2014, in the 6th Reserve Energy Auction, (LER), we sold 71.2 average MW from the Cutia Wind Farm Complex (Dreen Cutia, Dreen Guajiru, Esperança do Nordeste, GE Jangada, GE Maria Helena, Paraíso dos Ventos do Nordeste and Potiguar) for R$144.00/MWh (maximum(the maximum price in the auction). These seven wind farms have a combined installed capacity of 195.6180.6 MW, assured energy of 71.4 average-MWaverage MW and will beare being built in the cities of Pedra Grande and São Bento do Norte, in the State of Rio Grande do Norte.

Additionally, in the 20th New Energy Auction (A-5), held on November 28, 2014, we sold an additional 54.8 average-MWaverage MW of wind power energy (for R$136.97/MWh), through Availability Agreements with a 20-year supply term. With a total capacity of 136.4132.3 MW and assured energy of 54.858.1 average MW, the newest six wind farms (São Bento do Norte I, São Bento do Norte II, São Bento do Norte III, São Miguel I, São Miguel II and São Miguel III) belonging to the Cutia Wind Farm Complex, will beare being built in São Bento do Norte, in the State of Rio Grande do Norte, in the same region ofas the other Wind Farm Complexes belonging to Copel.

São Miguel do Gostoso. On June 05, 2014, we negotiated with Voltalia Energia do Brasil Ltda.(Voltalia), the acquisition of a 49% interest in the São Miguel do Gostoso Wind Farm Complex, in the state of Rio Grande do Norte (Brazil). The São Miguel do Gostoso wind farm complex, which is already under implementation, comprises four wind farms, 108 MW installed capacity, whose energy was sold in the Fourth Reserve Energy Auction by average price R$98.92 MWh, through 20-year term contracts, with supply beginning in April 2015.

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Table of Contents

ProposedDevelopment Projects

We are involved in various initiatives to study the technical, economic and environmental feasibility of certain hydroelectric, wind, power plantsolar photovoltaic and thermoelectric generation projects. These proposed generation projects would have a total of 876.2 MW of installed capacity. The following table sets forth information regarding our proposed generation projects.projects that are considered feasible under a technical, economic, social, environmental and land-related perspective pursuant to the above-mentioned studies.

Proposed Projects(1)

Estimated Installed Capacity

Estimated Assured Energy

Our Ownership

 

(MW)

(GWh/yr)

(%)

HPP São Jerônimo

331.0

1,560.2

41.2

WPP Complexo Jandaíra

99.0

428.2

100.0

WPP Complexo Alto Oriente

60.0

247.5

100.0

HPP Salto Grande

47.0

235.8

36.0

SHP Dois Saltos

30.0

135.7

30.0

SHP Bela Vista

29.0

145.8

36.0

SHP Salto Alemã

29.0

173.8

19.0

TOTAL

625.0

2,927.0

-

    

(1)Do not include other proposed projects of Copel whose technical, economic, social, environmental and land-related feasibility is still under analysis.

 

Proposed Projects

Estimated Installed

Capacity

Estimated Assured

Energy

Our ownership

 

(MW)

(GWh/yr)

(%)

HPP São Jerônimo

331.0

1,560

41.2

SHP BelaVista

29.0

157.4

36

SHP Dois Saltos

25.0

119.1

30

SHP Pinhalzinho

10.9

52.1

30

SHP Burro Branco

10.0

45.1

30

SHP Foz do Turvo

8.8

41.2

30

SHP Foz do Curucaca

29.5

142.2

15

SHP Salto Alemã

29.0

139.7

15

SHP São Luiz

26.0

125.3

15

SHP Alto Chopim

20.3

98.0

15

SHP Rancho Grande

17.7

85.3

15

WPP Complexo Alto Oriente

60.0

247.5

100

WPP Complexo Jandaia

99.0

428.2

100

TPP Norte Pioneiro

180.0

1,190.2

100

TOTAL

876.2

4,458.3

-

In 2016, SEF - Saneamento e Engenharia Ferroviária Ltda decided to leave the Consortium Geração Luz Paranaense and its stake was distributed among the remaining consortium members. Therefore, the participation held by Copel in the projects (i) SHP Foz do Curucaca, (ii) SHP Salto Alemã, (iii) SHP Alto Chopim and (iv) SHP Rancho Grande; went from 15% to 19%. This increase did not require additional investments by COPEL.  In 2017, the Authorization Grants previously granted by ANEEL to the SHP Foz do Curucaca, SHP Alto Chopim and SHP Rancho Grande were revoked upon request of the Consortium Geração Luz Paranaense and, as a consequence, such projects were removed from COPEL’s portfolio. Immediately after such revocation, Copel Geração e Transmissão S.A. requested and was granted, on behalf of the consortium, a registration of a grant intent (Registro de Intenção de Outorga) for the same projects. Currently, the feasibility and optimal use of such projects are under analyisis.

In 2015,2018, we plan to bid for concessions to construct and operate new hydroelectric power plants in power auctions in the regulated market for new generation projects. We are studying the feasibility ofourof our participation in the hydroelectric, and wind farms and solar photovoltaic projects planned to be listed in the A-5 Auctionsauctions of 2015.2018. We will also conduct studies of new hydroelectric power plants.

26


For instance, we have partnered withTableBE - Empresa de Estudos Energéticos S.A.,Minas PCH S.A.andSilea Participações S.A.to develop studies in the lower region of Contentsthe Chopim River, which may lead to the development of another 4 (four) hydroelectric projects.

In addition, weWe are also conducting studies related to future government auctions for wind farms, solar photovoltaic and hydropower plants, small hydroelectric plants and thermoelectric power plants in which we may eventually participate.

Other renewable energy projects under study or development include the use of municipal solid waste in power generation, cultivationand thermosolar energy. For instance, during a twelve-month period ending in 2017, Copel  conducted solarimetric measurements in two solarimetric stations located in areas leased by Copel Brisa Potiguar. The development of micro algae forsolar energy production, windprojects in such areas is still under analysis and the corresponding studies are expected to be concluded as to be able to submit such projects to energy solar photovoltaic energy, energy from the crude vegetable oilauctions in 2018 and biogas production from micro algae.2019.

39


Table of Contents

Transmission and Distribution

General

Electricity is transferred from power plants to customers through transmission and distribution systems. Transmission is the bulk transfer of electricity from generating facilities to the distribution system by means of the Interconnected Transmission System, in tension greater than or equal to 230 kV. Distribution is the transfer of electricity to Final Customers, in tension lesser or equal to 138 kV.

The following table sets forth certain information concerning our transmission and distribution grids aton the dates presented.

At December 31,

As of December 31,

2014

2013

2012

2011

2010

2017

2016

2015

2014

2013

Transmission lines (km):

 

 

 

 

 

 

230 kV and 500 kV

2,197.3

2,160.9

2,010.7

2,016.3

1,900.4

2,691.8

2,514

2,398.8

2,197.3

2,160.9

138 kV

7.2

7.2

7.2

7.2

7.2

69 kV(1)

-

5.4

69 kV(1)

-

-

-

-

5.4

Distribution lines (km):

 

 

 

 

 

 

230 kV

123.5

63.3

68.3

66.1

230 kV(2)

-

165.5

129.6

123.5

63.3

138 kV

5,153.5

5,054.7

4,880.1

4,705.3

4,586.3

5,935.0

5,970.3

5,866.6

5,153.5

5,054.7

69 kV

727.2

932.5

968.5

1,003.5

981.5

866.4

695.4

695.3

727.2

932.5

34.5 kV

82,232.5

81,546.1

81,253.3

80,662.2

79,496.2

84,639.2

84,071.3

83,347.4

82,232.5

81,546.1

13.8 kV

101,688.7

100,279.8

99,195.1

97,981.0

96,863.6

105,510.6

104,556.0

103,488.2

101,688.7

100,279.8

Transformer capacity (MVA):

 

 

 

 

 

 

Transmission and distribution substations (69 kV – 500 kV)(2)

21,649.7

20,576.5

19,454.8

19,415.3

18,398.6

Transmission and distribution substations (69 kV – 500 kV)(3)

22,849.3

22,535.4

21,727.2

21,649.7

20,576.5

Generation (step up) substations

6,312.4

5,006.8

6,335.0

6,335.0

6,312.4

6,312.4

5,006.8

Distribution substations (34.5 kV)

1,545.0

1,480.2

1,504.8

1,539.6

1,533.7

Distribution substations (34.5 kV)

1,537.9

1,488.5

1,517.2

1,545.0

1,480.2

Distribution transformers

11,278.2

10,882.2

10,325.3

9,961.6

9,312.4

12,956.9

12,548.2

12,032.7

11,278.2

10,882.2

Total energy losses

7.0%

7.2%

7.7%

7.1%

7.5%

Total energy losses(4) (5)

7.8%

8.1%

7.8%

8.1%

8.2%

     

                                                                         

(1)As approved by ANEEL in 2008, these 69 kV transmission lines held by Copel Distribuição were transferred to Copel Geração e Transmissão, since they were part of our transmission business segment.

(2)Due to improvements to registration and control systems used by Copel Distribuição to classify and register its transmission lines, lines were classified pursuant to its insulation voltage, and not according to its structure and isolate components. Consequently, all lines previously registered by Copel Distribuição were reclassified and there are no lines classified as 230 kV anymore.

(3)This figure includes transformers with primary tensions of 69 kV and 138 kV which belong to Copel Distribuição but are implemented in 230 kV and 525 kV substations, which belong to Copel Geração e Transmissão.

(4)Percentage of losses on the energy injected in the distributor (technical and non-technical losses on injected energy). Does not consider losses in the basic network.

(5)We note that percentages measured until 2016 and reported in previous reports of the Company reflected the amounts of physical losses (Technical), commercial losses (Non-Technical) and losses on the basic network (allocation of agreements on the gravity center of the submarket) of Copel Distribuição, as well as the losses related to the allocation of agreements of Copel GeT. Those percentages were calculated taking into account the total of power purchased and sale agreements entered into by both Copel Distribuição and Copel GeT. For a better representation and comparison of the percentage of losses, we considered the percentage obtained by dividing the total amount of technical and non-technical losses by the energy injected into the network of Copel Distribuição. This percentage may be compared to other companies and has a more accurate physical meaning as it utilizes the database of measured data and not information taken from agreements of the period being analyzed.

40


Table of Contents

Transmission

Our transmission system consists of all our assets of 230 kV and greater and a small portion of our 69 kV and 138 kV assets, which are used to transmit the electricity we generate and the energy we receive from other sources. In addition to using our transmission lines to provide energy to customers in the State of Paraná, we also transmit energy through the Interconnected Transmission System. Two companies owned by the federal government, Eletrosul and Furnas, Centrais Elétricas S.A. (“Furnas”), also maintain significant transmission systems in the State of Paraná. Furnas is responsible for the transmission of electricity from Itaipu, while Eletrosul’s transmission system links the states in the southofsouth of Brazil. Copel, like all other companies that own transmission facilities, is required to allow other partiesthird party access to its transmission facilities in exchange for a compensation at a level set by ANEEL.

27


Table of Contents

Currently, we carry out the operation and maintenance of 2,2042,699 km of transmission lines, 32 (thirty-two)thirty-four (34) substations in the State of Paraná and 1two (2) substation in the State of São Paulo. In addition, we have partnerships with other companies to operate 1,442 4,380km of transmission lines and 4nine (9) substations through special purpose companies (SPCs).

41


Table of Contents

The table belownext sets forth information regarding our transmission assets in operation:

Subsidiary / SPC

Transmission Lines

TL Extension (km)

Number of Substations

Concession Expiration Date

Transmission Lines

TL Extension(km)

Number of Substations

Concession Expiration Date

Our Ownership

 APR ¹
(R$ million)

COPEL GeT

Main Transmission Concession(1)

1,919

32

Dec-42

Main Transmission Concession(1)

2,024

32

December, 2042

100.0%

473.9

COPEL GeT

TL Bateias - Jaguariaiva

137

-

Jul-31

TL Bateias - Jaguariaiva

137

-

August, 2031

100.0%

18.3

COPEL GeT

TL Bateias - Pilarzinho

32

-

Mar-38

TL Bateias - Pilarzinho

32

-

March, 2038

100.0%

1.0

COPEL GeT

TL Foz - Cascavel Oeste

116

-

Nov-39

TL Foz - Cascavel Oeste

116

-

November, 2039

100.0%

10.9

COPEL GeT

Cerquilho III Substation

-

1

Oct-40

Cerquilho III Substation

-

1

October, 2040

100.0%

4.5

COPEL GeT

TL Londrina – Figueira

Foz do Chopim – Salto Osório

102

-

August, 2042

100.0%

5.5

COPEL GeT

TL Assis – Paraguaçu Paulista

Paraguaçu Paulista II Substation

83

1

February, 2043

100.0%

7.6

COPEL GeT

Curitiba Norte Substation

TL Bateias – Curitiba Norte

31

1

January, 2044

100.0%

8.3

COPEL GeT

Realeza Sul Substation

TL Foz do Chopim- Realeza Sul

52

1

September, 2044

100.0%

7.2

COPEL GeT

TL Assis – Londrina

122

-

September, 2044

100.0%

18.9

Subtotal Copel GeT

 

2,204

33

-

Subtotal Copel GeT

2,699

36

 

 

556.1

Costa Oeste
Copel GeT - 51%
Eletrosul - 49%

LT Cascavel Oeste - Umuarama Sul
SE Umuarama Sul

143

1

Jan-42

Transmissora Sul Brasileira
Copel GeT - 20%
Eletrosul - 80%

Nova Sta Rita - Camaquã

798

1

May-42

Caiuá Transmissora
Copel GeT - 49%
Elecnor - 51%

TL Guaíra - Umuarama Sul
TL Cascavel Norte - Cascavel Oeste
Santa Quitéria Substation / Cascavel Norte Substation

136

2

May-42

Costa Oeste

LT Cascavel Oeste - Umuarama Sul
SE Umuarama Sul

152

1

January, 2042

51.0%(2)

5.5

Transmissora Sul Brasileira

Nova Sta Rita - Camaquã

785

1

May, 2042

20.0%(2)

11.5

Caiuá Transmissora

TL Guaíra - Umuarama Sul
TL Cascavel Norte - Cascavel Oeste
Santa Quitéria Substation / Cascavel Norte Substation

136

2

May, 2042

49.0%(2)

9.5

Integração Maranhense

LT Açailandia-Miranda II

365

-

May, 2042

49.0%(2)

15.2

Marumbi

LT Curitiba – Curitiba Leste

29

1

May, 2042

80.0%(2)

13.5

Matrinchã

TL Paranaíta - Ribeirãozinho

1,005

3

May, 2042

49.0%(2)

92.8

Guaraciaba

TL Ribeirãozinho - Marimbondo

600

1

May, 2042

49.0%(2)

48.7

Paranaíba

TL Barreiras II - Pirapora II

953

-

May, 2043

24.5%(2)

30.1

Cantareira

TL Estreito – Fernão Dias

342

-

September, 2044

49.0%(2)

47.6

Subtotal SPCs

 

1,442

4

  

4,367

9

 

 

274.4

Total

 

3,616

37

  

7,066

45

 

 

830.5

                                                                         

(1) Our main transmission concessions encompasses several transmission lines.

(2)Refers to the equity interest held by Copel Geração e Transmissão.

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Expansion and Maintenance of Transmission Facilities

The construction of new transmission facilities of 230 kV and higher must be awarded in a bidding process or otherwise authorized by ANEEL. We are permitted by ANEEL to make minor improvements to some of the existing 230 kV and 500 kV facilities.

In June 2010, Copel won a public auction No. 001/2010 for the construction and operation of two facilities, both located in the State of São Paulo. The first is the transmission line Araraquara II - Taubaté which is a 356 km transmission line of 500 kV. WekV, located in the State of São Paulo. With an APR of R$29.0 million, the corresponding concession agreement was signed in May 2014 and we expect to complete the construction work of these facilities by March 2016.May 2018.

In December 2011, SPC Marumbi Transmissora, a strategic agreement between Copel (80%) and Eletrosul (20%) won an ANEEL auction for the construction and operation of 28 km of transmission lines and one substation in the State of Paraná. The start of operation of these assets is scheduled for April 2015.

In March 2012, Copel (49%), together with State Grid Brazil Holding (51%), through the SPC Matrinchã Transmissora and Guaraciaba Transmissora, won an ANEEL public auction for the construction and operation of 1,605 km of new transmission lines and four new substations that will transmit energy produced by five new hydroelectric plants that are planned to be constructed in TelesPires River, in the North of Mato Grosso State, to the Southeast region of Brazil. These lines and substations are scheduled to enter into operation in July 2015.

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In June 2012, Copel won a public auction for the construction and operation of 98 km of transmission lines. The concession won by Copel is for the construction of 230 kV transmission lines that will link substations Londrina and Figueira (88km), located in northern Paraná, and Foz do Chopim and Salto Osório  power plants (10 km), both located in southwest Paraná. Construction of these lines began in 2013. The transmission line Foz do Chopim - Salto Osório (10 km) started commercial operation on March 29, 2015. The transmission line Londrina - Figueira (88 km) is scheduled to become operational in May 2015.

In December 2012, a strategic agreement between Copel (24.5%), Furnas (24.5%) and State Grid Brazil Holding (51%), SPC Paranaíba Transmissora, won a public auction for the construction and operation of 967 km of transmission lines in the States of Goiás, Minas Gerais and Bahia. The corresponding concession agreement was signed in May 2013 and these transmission lines are scheduled to become operational in May 2016.

In the same public auction, Copel won the right to construct and operate 37 km of transmission lines in the State of São Paulo, between the municipalities of Assis and Paraguaçu Paulista. The corresponding concession agreement was signed in February 2013 and these transmission lines are scheduled to become operational in September 2015.

In November 2013, Copel won a ANEEL public auction for the construction and operation of 33 km of transmission lines and one substation in the State of Paraná. The corresponding concession agreement was signed in January 2014, and these transmission lines are scheduled to become operational in January 2016.

In the same auction, SPC Mata de Santa Genebra Transmissora, a strategic agreement between Copel (50.1%) and Furnas (49.9%), won the right to build and operate 847 km of transmission lines and three substations in the States of Paraná and São Paulo. TheWith an APR of R$113.9 million, the corresponding concession agreement was signed in May 2014, and these transmission lines are scheduled to become operational in October 2017.November 2018.

In May 2014,November 2015, Copel GeT won  a ANEELANEEL’s public auction No. 005/2015 for the construction and operation of two lots of transmission lines, the first lot composed of 53 km of transmission lines and one substation in the State of Paraná and the second lot composed of 120230 km of transmission lines in the States of Paraná and São Paulo. The corresponding concession agreements were signed in September 2014Santa Catarina, and these facilities are scheduled to become operational in March and September 2017, respectively.

In the same public auction, a strategic agreement between Copel (49%) and Elecnor (51%) won the right to construct and operate 328 km of transmission linesthree substations in the StatesState of São Paulo and Minas Gerais. TheParaná, with a total capacity of 900 MVA. With an APR of R$108.6 million, the corresponding concession agreement was signed in September 2014,April 2016, and these transmission lines are scheduled to become operational part in September 2019 and part in March 2018.2021.

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The table below summarizes information regarding our transmission assets currently under construction:

Subsidiary / SPC

Transmission Lines

State

Km

Number of Substations

Our Ownership

Beginning of Operation (expected)

Transmission Lines

State

Km

Number of Substations

Our Ownership

Beginning of Operation (expected)

COPEL GeT

TL Araraquara II — Taubaté

SP

356

-

100%

Mar/2016

TL Araraquara II — Taubaté

SP

356

-

100.0%

May, 2018

COPEL GeT

TL Londrina - Figueira

 

PR

88

-

100%

May/2015

TL Curitiba Leste-Blumenau

TL Baixo Iguaçu-Realeza

PR/SC

189

3

100.0%

April, 2021

COPEL GeT

TL Assis — Paraguaçu Paulista II

Substation Paraguaçu Paulista II

SP

37

1

100%

Sep/2015

COPEL GeT

TL Bateias - Curitiba Norte

PR

33

1

100%

Jan/2016

COPEL GeT

TL Foz do Chopim - Realeza

PR

53

1

100%

Mar/2017

COPEL GeT

TL Assis – Londrina

SP / PR

120

-

100%

Sep/2017

Subtotal Copel Get

 

 

697

3

 

 

Marumbi

TL Curitiba - Curitiba Leste

PR

28

1

80%

 

Apr/2015

Matrinchã

TL Paranaíta - Ribeirãozinho

MT

1.005

3

49%

 

Jul/2015

Guaraciaba

TL Ribeirãozinho - Marimbondo

MT / GO / MG

600

1

49%

 

Jul/2015

Paranaíba

TL Barreiras II - Pirapora II

BA / MG / GO

967

-

24,5%

May/2016

Subtotal Copel GeT

Subtotal Copel GeT

 

545

3

 

 

Mata de Santa Genebra

TL Araraquara II - Bateias

SP / PR

847

3

50,1%

Oct/2017

TL Araraquara II - Bateias

SP / PR

885

1

50.1%

November, 2018

Cantareira

TL Estreito - Fernão Dias

SP / MG

328

-

49%

Mar/2018

Subtotal SPC

 

 

3,775

8

 

 

 

 

885

1

 

 

Total

 

 

4,472

11

 

 

 

 

1,430

4

 

 

           

 

Distribution

Our distribution system consists of a widespread network of overhead lines and substations with voltages up to 138 kV and a small portion of our 230 kV assets. Higher voltage electricity is supplied to bigger industrial and commercialcustomers and lower voltage electricity is supplied to residential, small industrial, and commercial customers andin addition to other customers. AtAs of December 31, 2014,2017, we provided electricity in a geographic area encompassing approximately 98% of the State of Paraná and served 4.34.6 million customers.

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Our distribution grid includes 189,925.4196,951.2 km of distribution lines, 388,883424,923 distribution transformers and 230225 distribution substations of 34.5 kV, 35 substations of 69 kV and 96109 substations of 138 kV. During 2014, 145,4772017, 81,726 new captive customers were connected to our network, including customers connected through the rural and urban electrification programs. We are continuing to implement compact grid design distribution lines in urban areas where there is awith large concentration of trees in the vicinity of the distribution grid.

We have 287 (seven) captive customers that are directly supplied with energy at a high voltage (69 kV and above) through connections to our distribution lines. These customers accounted for approximately 2.9%0.9% of the total volume of electricity sold by Copel Distribuição or 1.5% of our total volume of electricity sold in 2014.2017.

We are also responsible for expanding the 138 kV and 69 kV distribution grid within our concession area.area to meet any future demand growth.

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Performance of the Distribution System Performance

We determineTotal losses are commonly divided into a technical and non-technical component. Technical losses are inherent to the energytransportation of electricity and consist mainly of power dissipation in the line network. Non-technical (or commercial) losses are caused by actions external to the power system (for instance, electricity theft). Since total losses are comprised of both technical and non-technical parcels, the latter is easily calculated as the difference between total losses and the estimated technical losses inherent to the system.

Total losses in our distribution system separately from those ofare segmented between (i) losses in the basic network (tension equal to or greater than 230kV), which are external to our transmission system.distribution grid and have a technical cause, and (ii) losses in the distribution network (internal to our distribution grid), which are usually caused by both technical and non-technical reasons.

Losses in the basic network are calculated monthly by the CCEE as the diference between the total generation and the energy effectively delivered to the distribution networks. The total losses from our distribution grid are calculated by takingas the difference between the energy allocated to the system and the energy supplied to the customers.

Our total energy distribution losses (including transmission system, technical and commercial losses) totaled 12.1%9.2% of ourthe total energy amount available energy in 2014, and include our distribution business’ share of2017, being (i) 1.4% related to losses fromin the basic transmission grid (whichnetwork, (ii) 6.1% of technical losses and (iii) 1.7% of non-technical losses.

The Regulatory Agency grants the transfer of all energy losses to the final consumers when the real losses are allocated betweenless than regulatory losses. The calculation is made within the regulatory period, that is different from a civil year, and thereby we will know the result just in the next tariff adjustment, in June 2018. But our distributionsimulation indicates that in the civil year, from January until December 2017, we will have all losses transferred to the final consumers.

Furthermore, ANEEL requires distributors to observe certain standards for “energy supply continuity”, namely (i) duration of outages per customer per year or DEC –Duração Equivalente de Interrupção por Unidade Consumidora and transmission businesses)(ii) frequency of outages per customer per year or FEC –Frequência Equivalente de Interrupção por Unidade Consumidora.

Information regarding the duration and frequency of outages for our customers is set forth in the following chart for the years indicated.

 

 

Quality of supply indicator

2014

2013

2012

2011

2010

DEC – Duration of outages per customer per year (in hours)

14h06min

11h37min

10h15min

10h38min

11h28min

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

9.08

8.06

7.84

8.26

9.46

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Quality of supply indicator

2017

2016

2015

2014

2013

DEC – Duration of outages per customer per year

(in hours)

10h28min

10h49min

13h40min

14h01min

11h37min

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

6.83

7.23

8.33

9.08

8.06

We outperformedcomply with the quality target indicator establishedindicators defined by ANEEL for 2014,2017, which penalize power outages in excess of an average frequency of outages and we underperformed the quality target indicator established by ANEEL for 2014 which penalizepenalizes power outages in excess of an average number of hours per customer, in each case calculated on an annual basis. These limits vary depending on the geographic region, and the average limit established by ANEEL for our distribution company was 12 hours and 1454 minutes of outages per customer per year, and a total of 10.028.74 outages per customer per year. Failure to comply with these predetermined standards with a final customerFinal Customer results in a reduction of the amount we can charge such final customersFinal Customer in future periods.

In addition, quality target indicators are taken into consideration by ANEEL during distribution concession renewal proceedings, and also influence ANEEL’s calculation of our tariff adjustments. For more information, see “Distribution Concessions” and “Distribution Tariffs”.

Purchases

The following table contains information concerning volume, costscost and average tariffstariff for the main sources of the electricity we purchased in the last three years.

Source

2014

2013

2012

2017

2016

2015

Itaipu

 

 

 

 

 

 

Volume (GWh)

5,870

5,193

5,256

Volume (GWh)

5,934

5,958

5,941

Cost (R$ millions)

1,118.0

1,089.9

1,567.8

Average tariff (R$/MWh)

188.41

182.91

263.89

Angra(1)

 

 

Volume (GWh)

1,023

1,026

1,051

Cost (R$ millions)

231.7

227.0

178.2

Average tariff (R$/MWh)

226.49

221.25

169.55

CCGF

 

 

Volume (GWh)

7,271

7,553

3,873

Cost (R$ millions)

756.1

610.4

503.3

447,5

499,9

132,1

Average tariff (R$/MWh)

128.81

117.54

95.76

Angra(1)

 

 

 

Volume (GWh)

1,046

1,050

-

Cost (R$ millions)

156.2

142.5

-

Average tariff (R$/MWh)

149.31

135.67

-

CCGF

 

 

Volume (GWh)

1,315

1,272

-

Cost (R$ millions)

42.5

40.8

-

Average tariff (R$/MWh)

32.34

32.07

-

Auctions in the regulated market

 

 

Volume (GWh)

16,281

15,645

19,003

Cost (R$ millions)(2)

3,394.2

2,305.8

1,927.9

Average tariff (R$/MWh)

208.48

147.38

101.45

Average tariff (R$/MWh)

61.55

66.19

34.11

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Auctions in the regulated market

 

 

 

Volume (GWh)(1)

9,860

13,387

15,722

Cost (R$ millions)(2)

2,014.8

2,493.6

3,502.2

Average tariff (R$/MWh)

204.34

186.27

222.76

(1) PriorThese numbers do not include assignments related to 2013, purchases from Angra were made through auctions in the regulated market.Mechanism for Compensation of Surpluses  and  Deficits of New Energy (Mecanismo de Compensação de Sobras e Déficits de Energia Nova - MCSD-EN).

(2) These numbers do not include short-term energy purchased through the Electric Energy Trading Chamber ‒ CCEE.

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Itaipu

We purchased 5,8705,934 GWh of electricity from Itaipu in 2014,2017, which constituted 20.4%11.4% of our total available electricity in 20142017 and 10.9%22.8% of Copel Distribuição’s total available electricity in 2014.2017. Our purchases represented approximately 9.1%7.2% of Itaipu’s total production. Distribution companies operating under concessions in the Midwest, Southmidwest, south and Southeastsoutheast regions of Brazil are required by law to purchase Brazil’s portion of the energy generated by Itaipu in a proportion that correlates with the volume of electricity that they provide to customers. The rates at which these companies are required to purchase Itaipu’s energy are fixed to cover Itaipu’s operating expenses and payments of principal and interest on Itaipu’s U.S. dollar-denominated borrowings, as well as the cost of transmitting the power to their concession areas. These rates are denominated in U.S. dollars, and have been set for 20152018 at US$38.0727.87 per kW per month.

In 2014,2017, we paid an average tariff of R$125.49 per 188.41/MWh for energy from Itaipu, compared to R$117.5 per 182.91/MWh during 2013.in 2016. These figures do not include the transmission tariff that distribution companies must pay for the transmission of energy from Itaipu.

ANGRA

Because Eletronuclear renewed the generation concession of Angra under the 2013 Concession Renewal Law, the energy generated by Angra is no longer sold in auctions in the regulated market. Rather, under the 2013 Concession Renewal Law, this energy is sold to distributors in accordance with the quota system established by that law, such thatsaid law. For more information, see “Item 4.Information on the Company-The Brazilian Electric Power Industry”. As a result, Copel Distribuição was obligatedlegally required to purchase 1,0461,023 GWh from Angra in 2014 and 1,0502017, 1,026 GWh in 2013.2016 and 1,051 GWh in 2015.

Assured Power Quota Contract – CCGF

Under the 2013 Concession Renewal Law, certain generation concessionaires renewed their concession contracts, and therefore these concessionaires no longer sell the energy produced by these generation facilities inat auctions in the regulated market. Rather, this energy is sold to distribution companies in accordance with the quota system established by the 2013 Concession Renewal Law. For more information, see “item“Item 4.Information on the Company -The Brazilian Electric Power Industry”. Copel Distribuição is obligated to purchase energy from these generation concessionaires that have renewed generation concessions under this quota system. As a result, Copel Distribução was obligatedlegally required to purchase 1,3157,271 GWh in CCGF contracts in 2014 and 1,2722017, 7,553 GWh in 2013.2016 and 3,873 GWh in 2015.

Auctions in the Regulated Market

In 2014,2017, we purchased 16,6929,860 GWh of thermoelectric and hydroelectric energy through auctions in the regulated market. This energy represents 67.0%38.0% of the total electricity we purchased. For more information on the regulated market and the free market, see “The Brazilian Electric Power Industry—The New Industry Model Law”.

Sales to Final Customers

During 2014,2017, we supplied approximately 97% of the energy distributed directly to captive customersCaptive Customers in the State of Paraná. Our concession area includes 4.34.6 million customers located in the State of Paraná and in one municipality in the State of Santa Catarina, located south of the State of Paraná. We also sold energy to a total of 29 (twenty-nine)one hundred, ninety-one (191) Free Customers, 4 (four)fifty-nine (59) of which were located outside of our concession area. During 2014,2017, the total power consumption of our captive customersCaptive Customers and Free Customers was 28,22424,374 GWh, a 4.5% increase6.8% decrease as compared to 27,00826,151 GWh during 2013.2016. The following table sets forth information regarding our volumes of energy sold to different categories of purchasers for the periods indicated.

 

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Year ended December 31,

Year ended December 31,

Categories of purchaser

2014

2013

2012

2011

2010

2017

2016

2015

2014

2013

(GWh)

(GWh)

Industrial customers

10,841

10,675

8,799

8,377

8,146

7,689

9,574

10,823

10,841

10,675

Residential

7,267

6,888

6,559

6,224

5,925

7,126

6,932

6,957

7,267

6,888

Commercial

5,482

5,086

5,058

4,778

4,466

4,847

5,061

5,542

5,482

5,086

Rural

2,252

2,081

2,025

1,872

1,774

2,257

2,180

2,256

2,252

2,081

Other(1)

2,382

2,279

2,211

2,122

2,048

2,455

2,404

2,371

2,382

2,279

Total(2)

28,224

27,008

24,652

23,373

22,359

24,374

26,151

27,949

28,224

27,008

     

                                                                                                                                                                                                   


(1)
Includes public services such as street lighting, electricity supply for municipalities and other governmental agencies, as well as our own consumption.

(2) Total GWh does not include our energy losses.

 

The following table sets forth the number of our Final Customers in each category atas of December 31, 2014.

2017.

 

Category

Number of Final Customers

Industrial

91,09676,490

Residential

3,437,0303,682,009

Commercial

369,206389,873

Rural

372,464354,829

Other(1)(1)

57,20357,483

Total

4,326,9994,560,684

                                                                         

 (1) Includes street lighting, as well as electricity for municipalities and other governmental agencies, public services and own consumption.

 

Industrial and commercial customers accounted for approximately 31%31.8% and 21%19.3%, respectively, of our total net revenues from sales to final customersFinal Customers during 2014.2017. In 2014, 35%2017, 29.5% of our total net revenues from energy sales were from sales to residential customers.

Tariffs

Retail Tariffs.We classify our customers in two groups (“Group A Customers” and “Group B Customers”), based on the voltage level at which electricity is supplied to them and on whether they are considered as industrial, commercial, residential or rural customers. Each customer falls within a certain tariff level defined by law and based on the customer’s classification, although some flexibility is available according to the nature of each customer’s demand. Under Brazilian regulation, low voltage customers such as residential customers (other than Low IncomeLow-income Residential Customers, as defined below)as follows) pay the highest tariff rates, followed by 13.8 kV and 34.5 kV voltage customers usually(usually commercial customerscustomers), and 69 kV and 138 kV voltage customers usually(usually industrial customers.customers).

Group A Customers receive electricity at 2.3 kV or higher and the tariffs applied to them are based on the actual voltage level at which energy is supplied and the time of day the energy is supplied. Tariffs are comprised of two components: a “capacity charge” and an “energy charge”. The capacity charge, expressed inreaisper kW, is based on the higher of (i) contracted firm capacity and (ii) powercapacity actually used. The energy charge, expressed inreaisper MWh, is based on the amount of electricity actually consumed as evidenced by our metering.

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Group B Customers receive electricity at less than 2.3 kV, and the tariffs applied to them are comprised solely of an energy charge and are based on the classification of the customer.

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ANEEL restates our tariffs annually, generallyusually in June. For more information about the distribution tariff adjustments that have been made by ANEEL in recent years, see “Item 5. Operating and Financial Review and Prospects—Overview—Rates and Prices”.

The following table sets forth the average tariffs for each category of Final Customerfinal customer in effect in 2014, 20132017, 2016 and 2012.2015.

Tariffs

2014

2013

2012

2017

2016

2015

(R$/MWh)

(R$/MWh)

 

Industrial

236.35

202.68

220.00

389.04

398.35

369.91

Residential

292.99

257.92

293.62

425.26

459.35

434.82

Commercial

269.00

234.05

265.67

419.27

439.47

407.17

Rural

178.48

157.28

178.04

286.96

302.47

272.10

Other customers

208.73

180.89

206.89

311.37

331.85

316.56

All Final Customers

252.63

219.94

245.80

387.90

410.08

382.82

     

 

Low IncomeLow-income Residential Customers. Under Brazilian law, we are required to provide discountedlow level rates to certain low incomelow-income residential customers (“Low IncomeLow-income Residential Customers”). In 2014,December 2017, we served about 408,251 low incomeapproximately 290,371  low-income residential customers. For servicing these customers, in 20142017 we received aan approximately R$69.577 million grant from the Brazilian Federal Government, which was approved by ANEEL, from the Brazilian Federal Government.ANEEL.

The following table sets forth the current minimum discount rates approved by ANEEL for each category of Low IncomeLow-income Residential Customer.

Consumption

Discount from base tariff

Up to 30 kWh per month

65%

From 31 to 100 kWh per month

40%

From 101 to 220 kWh per month

10%

 

Special Customers.A customer of our distribution business that consumes at least 500 kV (a “Special Customer”) may choose its energy supplier if that supplier derives its energy from alternative sources, such as small hydroelectric plants, wind plants or biomass plants. A Special Customer that chooses to purchase energy from a supplier other than Copel Geração e Transmissão continues to use our distribution grid and pay our distribution tariff. However, as an incentive for Special Customers to purchase from alternative sources, we are required to reduce the tariff paid by Special Customers by 50%. This discount is subsidized by the Brazilian federal government, and therefore does not impact the revenues of our distribution business.

Transmission Tariffs. A transmission concessionaire is entitled to annual revenues based on the transmission network it owns and operates. These revenues are annually readjusted according to criteria stipulated in the concession contract. We are directly a party to eleventwelve transmission concession contracts, fiveten of which are in the operational stage and sixtwo of which are inunder construction. Not all of the transmission concession contracts employ the same revenue model. 9.1%2.4% of our transmission revenues arerevenuesare updated on an annual basis by the IGP-M and the other 90.9%97.6% are subject to the tariff review process.

Of all our transmission concessions in operational stage, our main transmission concession (which involves our main transmission facilities) accounted for about 82.6% of our gross transmission revenues in 2014.

 

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The first periodic revision related to our main transmission concession scheduled for 2005 was only carried out in 2007, at which point ANEEL reduced the tariffs by 15.08%. This adjustment was applied retroactively to July 2005, and was passed on to our Final Customersfinal customers until June 2009. In addition, in July 2010 pursuant to a second periodic revision of our principal concession, ANEEL granted provisional approval of a reduction in our transmission tariff by 22.88%, applied to the revenues of new installations in the Interconnected Transmission System, and applied retroactively from July 1, 2009 onward. In June 2011, ANEEL reviewed the figures of the second periodic revision and reduced the annual revenues by 19.94%. The remainder of our annual revenues was subject to adjustment by IGP-M or IPCA, as applicable.

By late 2012, Copel decided to anticipate the extension of its main transmission concession agreement (corresponding to 87%78% of the Company’s transmission lines then in operation) that would expire in 2015, pursuant to the new rules of the 2013 Concession Renewal Law. OnIn December 2012, Copel executed the Third Addendum to the Concession Agreement 060/2001, extending this transmission concession agreement until December 31, 2042. In order to adjust these assets’ annual permitted revenue to the new rules of 2013 Concession Renewal Law, ANEEL reduced the transmission tariffs we charged by 38.0%61.9%.

Of all our transmission concessions in operational stage, our main transmission concession (which involves our main transmission facilities) accounted for about 85.2% of our gross transmission revenues in 2017.

In addition, we have other 4 (four)9 (nine) concession agreements for transmission lines and substations in operation, which correspond to an aggregate of 17.4%14.8% of our transmission revenues. The amount of revenues we are entitled to receive pursuant to one of these contracts is updated on an annual basis by the IGP-M and is not subject to the tariff review process. However, this amount will be reduced by 50% from the 16th year forward, as of 2016.2018. Other threeeight agreements revenues are subject to the tariff review process and adjustments by the IPCA.

In 2013, our main transmission concession agreement was adjusted by the IPCA, and improvements to the system were approved by ANEEL (increase of 8.9%). Out of the other three transmission concession agreements that were operational in 2013, one was adjusted by the IPCA (increase of 6.5%), another by the IGP-M (increase of 6.2%), and the last one had a first tariff review (decrease of 8.9%). As a result, the annual permitted revenues for the 2013/2014 cycle for our transmission assets reflected an 8.4% net increase over our annual permitted revenues following the renewal of our main transmission concession in 2012.

In 2014, (i) two of our transmission concession agreements (including our main transmission concession agreement), were adjusted by the IPCA and improvements to the system were approved by ANEEL (average increase of 18.2%), (ii) one was adjusted by the IPCA (6.4%), (iii) another one was adjusted by the IGP-M (7.8%) and (iv) one became operational on July 28, 2014, adding R$4.2 million to our annual permitted revenues. As a result, the annual permitted revenues for the 2014/2015 cycle for our transmission assets reflects an increase of 19.9% over our annual permitted revenues for the 2013/2014 cycle.

In 2015, (i) two of our transmission concession agreements (including our main transmission concession agreement), were adjusted by the IPCA and improvements to the system were approved by ANEEL (average increase of 15.6%), (ii) three transmission concession agreements were adjusted by the IPCA (8.5%), (iii) one transmission concession agreement was adjusted by the IGP-M (4.1%), and (iv)two transmission agreements became operational on June 28, 2015 and January 25, 2016, adding R$12.1 million of annual permitted revenues. As a result, the annual permitted revenues for the 2015/2016 cycle for our transmission assets reflects an increase of 21.0% over our annual permitted revenues for the 2014/2015 cycle.

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In 2016, (i) four of our transmission concession agreements (including our main transmission concession agreement), were adjusted by the IPCA and improvements to the system were approved by ANEEL (average increase of 9.5%), (ii) two transmission concession agreements were adjusted by the IPCA (9.3%), (iii) one transmission concession agreement was adjusted by the IGP-M (11.1%), and (iv) two transmission agreement became operational on May 16, 2016, and on January 15, 2017, adding R$15.4 million of annual permitted revenues. As a result, the annual permitted revenues for the 2016/2017 cycle for our transmission assets reflects an increase of 16.7% over our annual permitted revenues for the 2015/2016 cycle.

In relation to our main concession agreement, on April 22, 2016, Ordinance no. 120/2016 of the Ministry of Mines and Energy determined that the amounts ratified by ANEEL related to the non-depreciated transmission assets existing on May 31, 2000 (RBSE) should be incorporated to the Regulatory Remuneration Base, and that their cost of capital should be added to APR. The Ordinance also determined that the cost of capital would be composed of compensation and depreciation installments, plus related taxes, and recognized as of the 2017 tariff revision process, with adjustments and revisions in accordance with contractual conditions.

Also pursuant to the Ordinance, the cost of capital not incorporated between the concessions’ extensions and the 2017 tariff revision process should be restated at the real cost of own capital of the transmission segment defined by ANEEL (10.4%) and, after the tariff revision process, it should be remunerated at the Weighted Average Cost of Capital (WACC) of 6.6%, also defined by that agency.

On May 9, 2017, ANEEL approved the result of the inspection of the appraisal report of the transmission assets existing on May 31, 2000 (Existing Basic Network System - RBSE and Other Transmission Facilities - RPC) related to our main transmission concession agreement. The Agency recognized the amount of R$667.6 million as the net value of the assets for the purposes of indemnification as of December 31, 2012. As of December 31, 2017, the net value of those assets for the purposes of indemnification amounted to R$ 1,418.4 million.

On June 27, 2017, ANEEL approved the Annual Permitted Revenue (APR) of the transmission assets of Copel Geração e Transmissão for the 2017/2018 cycle, including the commencement of receipt of the RBSE indemnification of our main transmission concession agreement.

In 2017, (i) our main transmission concession agreement was adjusted by the IPCA and by the portion related the commencement of receipt of the RBSE indemnification (average increase of 151.3%) (ii) one of our transmission concession agreements was adjusted by the IPCA and improvements to the system were approved by ANEEL (average increase of 3.7%), (iii) six transmission concession agreements were adjusted by the IPCA (3.6%), (iv) one transmission concession agreement was adjusted by the IGP-M (1.6%), and (v) one transmission agreement became operational on August 2017, adding R$18.9 million of annual permitted revenues. As a result, the annual permitted revenues for the 2017/2018 cycle for our transmission assets reflects an increase of 121.2% over our annual permitted revenues for the 2016/2017 cycle.

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The table belowas follows shows our RAPAPR (R$ million) for the last four cycles of transmission lines over which we hold ana 100% ownership:

Contract

Transmission Line /

Substation

Jul.2014

Jun.2015

Jul.2013

Jun.2014

Jan.2013

Jun.2013

Jul.2012

Dec.2012

Transmission Line /

Substation

Jul. 2017

Jun. 2018

Jul.2016

Jun.2017

Jul.2015

Jun.2016

Jul.2014

Jun.2015

 

Annual Permitted Revenues (R$ million)

 

 

APR (R$ million)

060/2001

Main Transmission Concession(1)

150.1

126.4

116.1

304.8

Main Transmission Concession(1)

482.7

192.1

174.9

150.1

075/2001

Bateias – Jaguariaiva

16.5

15.3

14.4

Bateias – Jaguariaiva

19.4

19.1

17.2

16.5

006/2008

Bateias – Pilarzinho

0.9

0.8

0.9

Bateias – Pilarzinho

1.0

1.0

0.9

0.9

027/2009

Foz do Iguaçu - Cascavel Oeste

10.1

9.1

8.5

Foz do Iguaçu - Cascavel Oeste

11.6

11.2

10.2

10.1

015/2010

Cerquilho III

4.2

-

Cerquilho III

4.7

4.5

4.6

4.2

022/2012

Foz do Chopim – Salto Osório

5.8

5.6

5.1

1.1

002/2013

Assis-Paraguaçu Paulista II

SE Paraguaçu Paulista II

7.7

7.7

7.0

-

005/2014

Bateias – Curitiba Norte

8.7

8.4

-

-

021/2014

Foz do Chopim - Realeza(2)

7.3

7.1

-

-

022/2014

Assis – Londrina(3)

18.9

-

-

Total

 

181.8

151.6

139.9

328.6

 

567.8

256.7

219.9

182.9

      

                                                                         

 (1) Our main transmission concessions encompassesencompasse several transmission lines.

(2) This transmission line became operational in January, 2017.

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Other Businesses

Telecommunications

Copel Telecomunicações S.A. Pursuant to an authorization from the Brazilian National Telecommunication Agency,Agência Nacional de Telecomunicações(“ANATEL”), we provide telecommunication services within the States of Paraná and Santa Caratina.Catarina. We have been offering these services since August 1998 through the use of our fiber optics network (totaling 25,425 thousand31,117 km of fiber optic cables by the end of 2014)2017). In 2014, we served the 399 municipalities in the State of Paraná and two additional municipalities in the State of Santa Catarina (attending a total number of 21,761 clients) andaddition we have also been involved in an educational project aimed at providing public elementary and middle schools in the State of Paraná with broadband internet access.

COPEL currently serves 399 municipalities in the State of Paraná and 2 additional municipalities in the State of Santa Catarina. All of these municipalities are connected to COPEL’s optical backbone that uses DWDM (Dense Wavelength Division Multiplexing) technology, allowing transmission rates up to 40 channels of 200Gbit/s per optical fiber.

In addition to the high transmission capacity in its backbone, Copel Telecom serves 64 municipalities in the State of Paraná, with GPON (Gigabit-Capable Passive Optical Networks) access technology, providing several network services with symmetry rates, in different types of FTTx services. GPON technology  allows optimization of the installed infrastructure and the use of FTTH (Fiber to the Home),  FTTO (Fiber to the Office), FTTB (Fiber to the Building) and FTTA (Fiber to the Apartment), with high transmission rates, quality and reliability.

With approximately 5,000 km in FTTx network, COPEL covers a total of 870 thousand homepassed. In 2017, the number of subscribers increased 34% in relation to 2016.

We provide services to most of the major Brazilian telecommunication companies that operate in the State of Paraná. In total, we have 21,761 clients (4,227 corporate clients whichthat include supermarket,supermarkets, universities, banks,internet service providers and television network and 17,534networks in addition to retail clients).clients. We also provide a number of different telecommunication services to our subsidiaries.

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Sercomtel.We own 45.0%45% of the stock of Sercomtel Telecomunicações S.A. (“Sercomtel”). Sercomtel holdshold concessions to provide fixed and mobile telephone services in the municipalities of Londrina and Tamarana in the State of Paraná and has obtained ANATEL’s authorization to provide telephone services to all other cities in the State of Paraná. Currently, Sercomtel operates under an authorization regime with its own network in 11 (eleven)fifteen (15) cities ofin the State of Paraná., providing voice services and fixed broadband. Through an alliance with us,a commercial agreement between COPEL and Sercomtel in force since March 2012, Sercomtel has been providing telephonevoice services over COPEL’s network to other 63 (sixty-three)another one hundred and eighty one (181) cities within the State of Paraná, including Curitiba. Sercomtel has concessions from ANATEL to provide cable television in São José in the State of Santa Catarina and Osasco in the State of São Paulo and radio-wave television transmission in Maringá in the State of Paraná.

As of December 31, 2014,2017, Sercomtel  provided a total of 252,966 accesses in its concessions area for fixed telephone services, had a total of 202,423 telephone lines installed, of which 166,358 were68,217 mobile accesses and 115.467 fixed broadband accesses in operation. As

In addition to the telecommunications business, Sercomtel currently holds 100% of December 31, 2014,the capital stock of three subsidiaries: (i) Sercomtel Participações, a company whose purpose is to provide added value services, design, deploy and maintain internet service providers, operate a service center for users of telecommunications services, offer integrated IT solutions, among others (ii) Sercomtel Contact Center, a company whose purpose is to operate call centers, develop and implement CRM - Customer Relation Management projects, provide customer service and relationship services, among others, and (iii) Sercomtel Illumination, that provides maintenance services in public lighting in the city of Londrina, State of Paraná.

Sercomtel has had an installed capacitylosses in previous years and is facing financial difficulties for carrying out its operations, so it may need additional financial contributions from its shareholders.

In September 2017, pursuant to the Decision (Acórdão) no. 366, National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL) determined that a new administrative proceeding should be initiated to assess whether the concession granted to Sercomtel S.A. Telecomunicações for providing the Fixed Switched Telephone Service (STFC) should expire.

In view of 85,000 terminalsthe accumulated losses and uncertainties regarding its operational feasibility, we carried out in 2013 the write-off of this investment in its Global System for Mobil Communications GSM system, of which 32,585 were in operation. In December 2009, Sercomtel started providing 3G services with a capacity of 20,000 lines, of which 19,937 are currently installed. Sercomtel 2014 net revenues were R$145.4 million, with net income of R$7.1 million.financial statements.

Water and Sewage

In January 2008, Copel bought thea 30% stake in Dominó Holdings S.A. (“Dominó Holdings”) held by Sanedo Ltda., a wholly-owned subsidiary of Grupo Veola, for R$110.2 million.

In March 2014, we have completed a corporate restructuring ofrestructured our equity interest in Dominó Holdings and its subsidiary Companhia de Saneamento do Paraná Sanepar (“Sanepar”), a public utility company that provides 345 urban and rural municipalities and approximately 10.411 million people in the State of Paraná, with water distribution services and 6.7approximately 7.7 million with sewage services.

Upon the completion of this restructuring, Daleth Participações S.A. no longer holds anyIn December 2016, Dominó Holdings’s equity and we now directly hold (i)14.86%Holdings converted 41,000,000 of Sanepar’s voting shares into 41,000,000 preferred shares and tagged along Sanepar’s initial and secondary public offering at the pricing of R$9.50 per share. Dominó Holdings had its Sanepar’s voting shares reduced to 16,237,359 shares, or 7.63% of its total9.7% voting capital and (ii) 49.0%3.2% of Sanepar’s total capital.

On March 13, 2017, at the total outstanding share capitalExtraordinary General Meeting, the shareholders of Dominó Holdings while Andrade Gutierrez Concessões holds(49.0% Copel Comercialização SA) authorized the remaining 51%.reduction of the Company's capital stock without the cancellation of shares, upon delivery of all 16,237,359 Common shares issued by Sanepar, owned by Dominó Holdings, remainsin the proportion of its stake. As a result, Copel Comercialização became the direct owner of 7,956,306 common shares of Sanepar, valued by equity value of R$73.4 million. As a result, Copel had a stake, at the time, a total of 7,956,306 common shares and 36,343,267 preferred shares of Sanepar.

In November 2017, as shareholders of Sanepar, COPEL and Copel Comercialização adhered to the Units Issuance Program approved by Sanepar’s shareholders in the General Meeting held in October 2017 and each combined their shares to create 5,251,954 and 1,149,763 units, respectively.

In December 2017, both Copel and Copel Comercialização sold their Units in a secondary publicoffering, with 24.7%the establishment of the voting stock or 12.2%price of the total capitalR$55.20 per Unit, totalizing R$489.1 million. As a result of Sanepar. Considering the interest held through Dominó Holdings, COPEL’s directsuch transaction, Copel currently holds only two preferred shares issued by Sanepar, and indirect interest in Sanepar represents 13.58% of itsCopel Comercialização currently holds only one common share capital. The State of Paraná owns 75.0% of the outstanding voting or 51.4%  of the total capital of Sanepar.

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Dominó Holdings’ net income in 20142017 was R$83.176.5 million.

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Gas

Gas Distribution

We are engaged in the distribution of natural gas through Companhia Paranaense de Gás (“Compagas”), the company that holds the exclusive rights to supply piped gas in the State of Paraná. Compagas operates the gas distribution grid in the State of Paraná, which under a concession agreement with a term of 30 years, and may be extended for an equal period upon request of the Concessionaire. The concession agreement setting July 6, 2024 as the expiry date of the concession. Such date has always been announced and considered for assessment of the balances of the prior-year financial statements.

On December 7, 2017, the State of Paraná published Supplementary Law 205, introducing a new interpretation of the expiry of the concession, understanding that expiry will be on January 20, 2019.

The management board of Compagás, we and other shareholders are looking into and challenging the effects of the aforesaid law, understanding that they conflict with the provisions of the concession agreement currently in force. However such discussion has not yet been closed and that law continues in force, and the effects on the financial statements for 2017 had to be taken into consideration.

Management will continue to make its best efforts to protect the Company interests, aiming to appropriately settle the impacts of the new interpretation given by the Concession Grantor and find alternatives necessary to maintain the concession in a sustainable manner. For more information see Note 2.1.1 to our audited consolidated financial statements.

Compagas covered 726812 kilometers in 2014,2017, an increase of 12.8%1.5% compared to 646800 kilometers covered in 2013. In 2014,2016. Compagas’s net revenues were R$1,664.6515.6 million, an increasea decrease of 336%5.0%, compared to 2013,2016, and its net income was R$60.4114.0 million, an increase of 226%R$109 million or 2,201.6% compared to 2013. Compagas’s2016. Compagas’ customers include thermoelectric plants, cogeneration plants,industries, gas stations, other businesses and residences.residences and Araucária Thermoelectric plan. Compagas is focusing its business strategy on increasing the volume of gas it distributes to customers by marketing the benefits of substituting gas for oil and other fuels by gas as a meansmean of achieving greater energy efficiency. Compagas’ customer base increased 24%9.9%, to 26,05239,377 customers in 20142017 from 21,01836,189 in 2013.2016.

Compagas recorded an increaseregistered a decrease of 2%8.1% in the average daily volume of natural gas distributed to final customers,Final Customers, to 1,058,6971,156,657 cubic meters per day in 20142017 (not including the volume of gas supplied to UEG Araucária Thermal Power Plant) from 1,042,124Thermoelectric plant) compared to 1,259,138 cubic meters per day in 2013.2016 (not including the volume of gas supplied to Araucária Thermoelectric plant). In addition, Compagas makes available its distribution grid to transport natural gas to UEG Araucária.ria TPP. In 2014,2017, Petrobras S.A. delivered 636.742 million cubic meters of gas to UEG Araucária TPP, compared to 477.615,4 million cubic meters in 2013.2016.

As of December 31, 2014,2017, we owned 51.0%a controlling stake (51%) of the capital stock of Compagas and accounted forconsolidated this equity interest through consolidation, since we control this company.in our financial statements. The minority shareholders of Compagas are Petrobras and Mitsui Gás, each of which owns 24.5% of the capital stock of Compagas.

Gas Exploration

On November 28,In the 12th bidding round of ANP (Agência Nacional do Petróleo), held at the end of 2013, the National Petroleum, Natural Gas and Biofuels Agency announced that the consortium composed of Copelformed by us (30%), Bayar Participações (30%), Tucumann Engenharia (10%), Bayar Participações (30%) and Petra Energia (30%), the latter acting as operating company, won the right to explore, research, develop and produce oil and natural gas in four blocks located in the central-southcentral southern region of the State of Paraná (Paraná Basin), an area of 11,297in a 11,327 km², equivalent to 7% area. The minimum investment in the first phase of the total auctioned area. The consortium offered a signing bonus ofresearch is approximately R$12.578.1 million for a 4-year term. We and our partners have signed the concession contracts for 2 blocks in May 2014. However, the first phase of exploration for these fourtwo blocks was halted due to public civil action and, on June 7th, 2017, a minimum exploratory program, which envisages investments of R$78.1 million. This concession has a term of four years fromcourt decision held that both the executionbidding round and the agreements related thereto should be deemed null and void. Moreover, the Government of the agreement and may be extendedState of Paraná enacted Law No. 18,947 (December 22, 2016), suspending for 2ten years totaling six years.the exploration of shale gas through the drilling / fracking method. The operatorsuspension is intended to prevent environmental damage.

As a result of the consortium will be Petra Energia. The acquisition of these blocks are in accordance with Copel’s strategies, and allows the access to gas production, which may be used in thermal generation plants to be constructed alongside the gas wells. As of April 28, 2015,above-mentioned events, our consortium has only executed concession agreements for two of these blocksrequested ANP to release it from its contractual obligations, with no liabilities and no exploratory program has been initiated.

Services

We own 40.0%with reimbursement of the share capitalsigning bonuses, reimbursement of Escoelectric Ltda. (“ESCO”)all costs incurred in connection with guarantees and release of such guarantees. Even though this request was submitted to ANP on September 6th, a company that assists customers with their electricity needs through the provision of consulting services, planning and project implementation, automation services, operation, maintenance, training and technical assistance. TheInstituto de Tecnologia para o Desenvolvimento – LACTEC owns the remaining 60.0% of the share capital. ESCO also markets products and services aimed at obtaining greater energy efficiency and energy conservation. All operations of this company were discontinued in 2008, and we plan2017, it is still subject to liquidate ESCO in the coming years.analysis.

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ConcessionsCONCESSIONS

We operate under concessions granted by the Brazilian government for our generation, transmission and distribution businesses. Under Brazilian law, concessions are subject to competitive bidding processes at the end of their respective terms.

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2013 Concession Renewal Law

Until recently,2013, the Brazilian rules governing generation concessions gave concessionaires the right to renew for an additional 20 years concession contracts that were entered into prior to 2003. For transmission and distribution concessions granted after 1995, concessionaires had the right to renew these contracts for an additional 30 years.30-year period.

On September 11, 2012, the Brazilian federal government enacted a law (“the 2013 Concession Renewal Law”Law, which had been preceded by a provisional measure (medida provisória), which significantly changed the conditions under which concessionaires are able to renew concession contracts. Under the 2013 Concession Renewal Law, generation, transmission and distribution concessionaires may renew the concessions that were in effect as of 1995 (and, in the case of generation facilities, generation concession contracts entered into prior to 2003) for an additional period of 30 years (or an additional 20-year period in the case thermal plants), provided that the concessionaire agrees to amend the concession contract to reflect a series of new conditions. The purpose of this new regime was to substantially reduce the cost of electricity paid by Final Customers and to stimulate economic growth. Under the 2013 Concession Renewal Law, concessionaires must decide 60 months before the end of each concession term whether to amend and renew a concession contract or to terminate each concession contract at the end of its respective term. For concession contracts expiring within 60 months of September 12, 2012, concessionaires were required to make this decision by October 15, 2012. So far, for our contracts expiring within this period, we have decided not to renew our generation contracts, and we decided to request the renewal of our transmission and distribution contracts.

For concessionaires of existing generation facilities, the 2013 Concession Renewal Law changes the scope of these concession contracts.contracts that are renewed. Previously, a generation concessionaire had the right to sell the energy generated by the facilities subject to its concession for profit. In contrast, generation concessions renewed pursuant to the 2013 Concession Renewal Law will not grant concessionaires the right to sell the energy generated by these facilities. Instead, these concessions will only cover the operation and maintenance of the generation facilities. The energy generated by these facilities will be allocated by the Brazilian federal government in quotas to the regulated market, for purchase by distribution concessionaires. For new generation facilities, on the other hand, the concessionaire will still have the right to sell the energy produced by the generation facility.

In addition to changing the scope of generation concessions, the 2013 Concession Renewal Law establishes a new tariff regime that significantly affects the treatment of amounts to be invested by concessionaires to improve and maintain generation plants. BecauseTo this effect, several regulations were issued by MME and ANEEL to regulate the 2013 Concession Renewal Law requires that ANEEL pre-approvecompensation due to concessionaires as a result of their investments made byto improve and maintain generation concessionaires in order to receive compensation, the new law substantially increases the risk that a generation concessionaire either will not be able to make certain investments in a timely manner, or will not be able to recover the amounts invested. These changes are expected to materially reduce the margins of generation concessionaires and negatively affect their financial condition. In addition, ANEEL is expected to issue further regulations for generation concessions under the 2013 Concession Renewal Law, and it is not clear what the consequences of these regulations will be.plants.

The 2013 Concession Renewal Law affects transmission and distribution concessions differently. The principal change is that amounts invested related to modernization projects, structural reforms, equipment and contingencies will be subject to prior ANEEL approval. However, the 2013 Concession Renewal Law does not affect the manner in which distribution and transmission concessionaires may recover amounts invested in transmission infrastructure.

The 2013 Concession Renewal Law applies to all generation, transmission and distribution contracts that were in effect as of 1995 (and, in the case of generation concessions, entered into prior to 2003), regardless of whether a contract grants to the concessionaire the right to renew a concession on its original terms. For example, several of our concession contracts contain provisions allowing us to renew these concessions for a period of 20 years. Under the 2013 Concession Renewal Law, in order to renew these contracts, we nonetheless would be required to accept the application of the conditions imposed by thebythe 2013 Concession Renewal Law to the contract, and the concession contract would then be renewed for 30 years, rather than 20.20 years. If we choose to renew a concession contract that contains a renewal provision, we would be indemnified by the Brazilian government using funds from the RGR Fund (seeEnergy(see Energy Sector Regulatory Charges) in an amount equal to the portion of our investments related to the concession that have not yet been amortized or depreciated, as calculated by ANEEL.

 

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If a concessionaire decides not to accept the new tariff regime with respect to a concession contract and therefore decides not to renew the contract, the concession will terminate at the end of its original term, and the Brazilian government will conduct a new competitive bidding process for the concession. The original concessionaire may participate in the new competitive bidding process.

Generation Concessions

Out of our 18the seventeen (17) generation concessions,plants we have threeoperated in 2017, sixteen (16) were operated pursuant to generation concessionsconcession agreements that were still in effect, and one (Capivari Cachoeira MourãoHPP) was under an operation and Chopim I, with respective installed capacity of 260.0 MW, 8.2 MW and 1.8MW) setmaintenance regime that shall be in effect until 2046.

With respect to expireCapivari Cachoeira, although Copel GeT did not elect to renew the original concession for the Capivari Cachoeira HPP, it participated in 2015, which we have decided not to renew. Also, we decided to not renew a concession agreement of one of our hydroelectric plants (Rio dos Patos, with installed capacity of 1.8 MW) that was set to expire on February 14, 2014. While we ceased to sell the energy produced by this plant, we continue to operate and maintain it until the winner of a new competitive bidding process to be conducted byand won. On January 5, 2016, Copel GeT executed a concession agreement with ANEEL assumes the plant. Our management determinedso that renewal of these generation concessions under the terms of the 2013 Concession Renewal Law would be disadvantageous to our generation business. Therefore, our management decided to allow these concession contracts to expire, and to participate in the subsequent competitive bidding process for these concessions. However, weit will continue to be responsible for theoperate this plant under an operation and maintenance regime until 2046. We paid a total amount of these plants untilR$574.8 million as signing bonus for this concession agreement.

The Capivari Cachoeira Plant has 260 MW of installed capacity, assured average power of 109 MW and the winnerrevenue of a competitive bidding process assumesits operation and maintenance for the plant. Until then,period of July 2016 to June 2017 was R$126.1 million and for the period of July 2017 to June 2018 is R$114,086 million. 100% of the energy generated by this plant in 2017 was allocated in quotas to the regulated market, and reduced to 70% on January 1, 2018. Copel GeT can sell remaining amount of energy generated by this plant on the energy market. Copel GeT will receive a pre-established tariff to operate and maintainno longer bear the plant, as defined by MME 170/2014 resolution.hydrological risk for “assured energy” under the Energy Reallocation Mechanism (MRE) associated with the Capivari Cachoeira Plant.

Under the rules in effect prior to the enactment of the 2013 Concession Renewal Law, 13 of our generation plants have had their concessions extended by Brazilian authorities since 1999, in each case for the 20-year term allowed by previous regulation. Under the previous law, these concessions were not eligible for a second extension. However, as described above, the 2013 Concession Renewal Law now allows extension of these concessions for an addition 30 years period if we choose to accept the application of the new tariff regime.

Concessions for generation projects, granted after 2003, such as the Mauá Hydroelectric Plant, are non-renewable, meaning that upon expiration of their 35-year term, the concession will be granted subject to a competitive bidding process. The 2013 Concession Renewal Law does not impact generation concessions granted after 2003.

The following tables sets forth information relating to the terms as well as the renewals of our main generation hydroelectric, thermoelectric and wind farm plants, whose original concessions (allare not yet subject to the 2013 Concession Renewal Law and all of which we hold a direct ownership interest):interest in:

 

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Hydroelectric Plants

Initial concession date

First expiration date

Extension Date

Final expiration date

Rio dos Patos(1)

February 1984

February 2014

Not subject to extension

February 2014

Capivari Cachoeira

April 1965

May 1995

June 1999

July 2015

Mourão

January 1964

January 1994

June 1999

July 2015

Chopim I

March 1964

March 1994

June 1999

July 2015

Foz do Areia

May, 1973

May, 2003

January, 2001

MaySeptember, 2023

São Jorge

December 1974

December 2004

April 2003

December 2024

Apucaraninha

October, 1975

October, 2005

April, 2003

October, 2025

Guaricana

August, 1976

August, 2006

August, 2005

August, 2026

Chaminé

August, 1976

August, 2006

August, 2005

August, 2026

Segredo

November, 1979

November, 2009

September, 2009

November, 2029

Derivação do Rio Jordão

November, 1979

November, 2009

September, 2009

November, 2029

Salto Caxias

May, 1980

May, 2010

September, 2009

May, 2030

Cavernoso

January 1981

January 2011

September 2009

January 2031

Marumbi

March, 1956

Under review by ANEEL

Under review by ANEEL

Under review by ANEEL

Melissa

May 2002

Indefinitely

-

-

Pitangui

May 2002

Indefinitely

-

-

Salto do Vau

May 2002

Indefinitely

-

-

Mauá(2)(1)

June, 2007

July, 2042

Not extendable

July, 2042

Colíder(3)(2)

January, 2011

January, 2046

Not extendable

January, 2046

Cavernoso II

February, 2011

February, 2046

Not extendable

February, 2046

Baixo Iguaçu(4)(3)

August, 2012

August, 2047

Not extendable

August 2047September, 2049

                                                                         

(1) The concession for Rio dos Patos expired in February 2014 and was not renewed. Until a new competitive bidding process is concluded with respect to this facility, we will continue to operate it under the terms and conditions of the 2013 Concession Renewal Law.

(2) Mauá was constructed by Consórcio Energético Cruzeiro do Sul, of which Copel owns 51.0% and Eletrosul owns the remaining 49.0%.

(3)(2) Expected to begin operations in April 2016.June, 2018.

(4)(3) Under construction by Consórcio Empreendedor Baixo Iguaçu, of which Copel owns 30% and Geração Céu Azul the remaining 70%.It. It is expected to begin operations in 2017.November, 2018.

 

Thermoelectric Plants

Initial concession date

First expiration date

Extension date

Final expiration date

Figueira

March 1969

March 1999

June 1999

March 2019

 

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Wind Plants

Initial concession date

First expiration date

Asa Branca I(1)

April, 26, 2011

April, 25, 2046

Asa Branca II(1)

June 1,May, 2011

May, 31, 2046

Asa Branca III(1)

June 1,May, 2011

May, 31, 2046

Nova Eurus IV(1)

April, 28, 2011

April, 27, 2046

Santa Maria(1)

May, 9, 2012

May, 8, 2047

Santa Helena(1)

April, 10, 2012

April, 9, 2047

Ventos de Santo Uriel(1)

April, 10, 2012

April, 9, 2047

Boa Vista

April, 28, 2011

April, 27, 2046

Farol

April, 20, 2011

April, 19, 2046

Olho D'Água

June, 1, 2011

May, 31, 2046

São Bento do Norte

May, 19, 2011

May, 18, 2046

São JoãoCutia(1(2))

March 26,January, 2012

March 25, 2047

Carnaúbas(2)

April 9, 2012

April 8, 2047

Reduto(2)

April 16, 2012

April 15, 2047

Santo Cristo(2)

April 18, 2012

April 17, 2047

Cutia(3)

Waiting publication of the authorization award(4)

35 years(5)January, 2042

Guariju(3)(1)

Waiting publication of the authorization award(4)January, 2012

35 years(5)January, 2042

Jangada(3)(1)

Waiting publication of the authorization award(4)January, 2012

35 years(5)January, 2042

Maria Helena(3)(1)

Waiting publication of the authorization award(4)January, 2012

35 years(5)January, 2042

Palmas

September, 1999

September, 2029

Potiguar(3)(1)

Waiting publication of the authorization award(4)May, 2015

35 years(5)May, 2050

Esperança do Nordeste(3)(1)

Waiting publication of the authorization award(4)May, 2015

35 years(5)May, 2050

Paraíso dos Ventos do Nordeste(3)(1)

Waiting publication of the authorization award(4)May, 2015

35 years(5)May, 2050

São Bento do Norte I(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

São Bento do Norte II(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

São Bento do Norte III(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

São Miguel I(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

São Miguel II(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

São Miguel III(3)(1)

Waiting publication of the authorization award(6)August, 2015

35 years(5)August, 2050

(1) Wind plants located at Copel’s Brisa Potiguar wind farm complex under construction.

(2) Under construction by Voltália Energia do Brasil S.A. Copel holds a 49% interest. Expected to begin operations in April 2015.

(3) Wind plants located at Copel’s Cutia wind farm complex under construction.

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The following table sets forth information relating to the terms of our generation hydroelectric plant, whose concession agreement has been executed under the terms and conditions of the 2013 Concession Renewal Law:

Hydroelectric Plants

Initial concession date

First expiration date

Extension Date

Final expiration date

Capivari Cachoeira (Gov Parigot de Souza)

January, 2016

January, 2046

Not subject to extension

January, 2046

The following table sets forth information relating to the terms of our generation hydroelectric plants which, once respective original concession period expires, will no longer be subject to a concession regime but rather to a registration proceeding with the ANEEL:

Hydroelectric Plants

Initial concession date

Concession expiration date

Final expiration date

Chopim I(1)

March, 1964

July, 2015

Indefinitely

São Jorge

December, 1974

December, 2024

Indefinitely

Cavernoso

January, 1981

January, 2031

Indefinitely

Melissa

May, 2002

Indefinitely

-

Pitangui

May, 2002

Indefinitely

-

Salto do Vau

May, 2002

Indefinitely

-

(4)(1) Auctioned on ANEEL’s auction No. 08/2014 as of October 31, 2014. The authorization award is expectedLaw 13,097/15, enacted in January 2015, changed the capacity limit for Hydroelectricity Generation Centers – HGCs and SHPs. After this change, the HGCs’ limit increased from 1MW to 3MW. As a result, the Chopim I plant, which used to be issued within 180 days from the auction date.

(5) The authorization granted expires 35 years after the publication of the authorization award.

(6) Auctioned on ANEEL’s auction No. 06/2014classified as of November 28,2014. Thea SHP, is now a HGC, and no longer needs a concession, award is expected to be issued within 180 days from the auction date.just registration with ANEEL.

 

We also have ownership interests in fiveeight other generation projects. The following table sets forth information relating to the terms of the concessions of the generation facilities in which we had such partial ownership interest as of December 31, 2014.2017.

 

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Generation Facility

Company

Initial concession date

Expiration date

Extension

Dona Francisca hydroelectric power plant

Dona Francisca Energética SA ‒ DFESA

July, 1979

August, 2033

Possible

Santa Clara and Fundão hydroelectric power plant

Centrais Elétricas do Rio Jordão S.A. - ELEJOR

October, 2001

October 2036May, 2037

Possible

Araucária thermoelectric power plant

UEG Araucária Ltda.

December, 1999

December, 2029

Possible

Foz do ChopimArturo Andreoli hydroelectric power plant

Foz do Chopim Energética

April, 2000

April, 2030

Possible

Voltália São Miguel do Gostoso wind farms

Carnaúbasbas(1)

São Miguel do Gostoso I

April, 2012

April, 2047

Not possible

RedutoReduto(1)

São Miguel do Gostoso I

April, 2012

April, 2047

Not possible

Santo CristoCristo(1)

São Miguel do Gostoso I

April, 2012

April, 2047

Not possible

São Joãoo(1)

São Miguel do Gostoso I

March, 2012

March, 2047

Not possible

(1) Wind plants.

 

Transmission Concessions

Pursuant to the 2013 Concession Renewal Law and the terms of our transmission concessions, we have the right to request 30-year extensions of the concessions from ANEEL, provided that such request is delivered within 60 months prior to the expiration of the contract in question.contract. Our principal transmission concession, from which we derived 82.6%85.2% of our transmission revenues in 2014,2017, has been renewed pursuant to the 2013 Concession Renewal Law, and will therefore now expire in December 2042.

In addition, in 2017, we  have fourderived an aggregate of 14.8% of our transmission revenues from nine other concession contracts for transmission lines and substations that are currently in operation and whose terms and extensions are set to expireforth in July 2031, March 2038, November 2039 and October 2040, respectively. We derived an aggregate of 17.4% of our transmission revenues from these three contracts in 2014.the next table . In accordance with the 2013 Concession Renewal Law, each of these contracts can be extended for an additional 30-year period.

We intend to continue requesting extensions for all of our transmission concessions.

The following table sets forth certain information relating to the terms and extension terms of our main transmission concessions (all of which we hold a direct ownership interest):, including the concession contracts for transmission lines and substations both in operation or under construction:

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Transmission

Facility

Initial concession

Date

First expiration

Date

Possibility of extension

Expected (or final) expiration date

Main transmission concession

July, 2001

July, 2015

Extended

December, 2042

Bateias – Jaguariaíva

August, 2001

August, 2031

Possible

August, 2061

Bateias – Pilarzinho

March, 2008

March, 2038

Possible

March, 2068

Foz do Iguaçu – Cascavel Oeste

November, 2009

November, 2039

Possible

November, 2069

Substation Cerquilho III

October, 2010

October, 2040

Possible

October, 2070

Araraquara 2 – Taubaté(1)

October, 2010

October, 20142040

Possible

October, 2070

Foz do Chopim - Salto Osorio(1)

August, 2012

August, 2042

Possible

August, 2072

Assis – Paraguaçu Paulista II(1)

February, 2013

February, 2043

Possible

February, 2073

Bateias – Curitiba Norte(1)

January, 2014

January, 2044

Possible

January, 2074

EstreitoRealeza SulFernão Dias(1)Foz do Chopim.

September, 2014

September, 2044

Possible

September, 2074

Assis - Londrina

September, 2014

September, 2044

Possible

September, 2074

Assis - LondrinaCuritiba Leste – Blumenau(1)

September 2014April, 2016

September 2044April, 2046

Possible

September 2074April, 2076

                                               

(1)Facility under construction.

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We have ownership interests in ten other transmission projects, through special purpose companies. The following table sets forth information relating to the terms of the concessions of the transmission facilities in which we had such partial ownership interest as of December 31, 2014:2017:

Transmission Facility

Special Purpose Company (SPC)

Initial concession date

First Expiration date

Possibility of Extension

Expected (or final) expiration date

Cascavel Oeste – Umuarama

Costa Oeste Transmissora de Energia S.A

January, 2012

January, 2042

Possible

January, 2072

Nova Santa Rita -

Camaquã-Camaquã 3

Transmissora Sul Brasileira de Energia S.A

May, 2012

May, 2042

Possible

May, 2072

Umuarama -

Guaira

Caiuá Transmissora de Energia S.A

May, 2012

May, 2042

Possible

May, 2072

Açailândia

Miranda II

Integração Maranhense Transmissora de Energia S.A.

May, 2012

May, 2042

Possible

May, 2072

Curitiba -

Curitiba Leste(1)

Marumbi Transmissora de Energia S.A.

May, 2012

May, 2042

Possible

May, 2072

Paranaíta –

Ribeirãozinho(1)

Matrinchã Transmissora de Energia S.A.

May, 2012

May, 2042

Possible

May, 2072

Ribeirãozinho – Marimbondo II(1)

Guaraciaba Transmissora de Energia S.A

May, 2012

May, 2042

Possible

May, 2072

Barreiras II – Pirapora II(1)

Paranaíba Transmissora de Energia S.A

May, 2013

May, 2043

Possible

May, 2073

Itatiba – Bateias(1)(1)

Mata de Santa Genebra Transmissora S.A

May, 2014

May, 2044

Possible

May, 2074

Estreito – Fernão Dias(1)

Cantareira Transmissora de Energia S.A.

September, 2014

September, 2044

Possible

September, 2074

                                                                         

(1) Facility under construction.

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Distribution Concessions

We operateoriginally operated our distribution business pursuant to a concession contract that was signed on June 24, 1999 (retroactive to July 7, 1995), and iswas set to expire on July 7, 2015. Under the 2013 Concession Renewal Law, we havehad the right to renew this concession for an additional 30-year period by accepting an amendment to the concession contract. Notwithstanding the changes introduced by the 2013 Concession Renewal Law, we concluded that the renewal of our distribution concession in accordance with the 2013 Concession Renewal Law would not materially affect our results of operations. Accordingly, after a careful evaluation of the conditions imposed by the Brazilian federal government for the extension of our distribution concession, we decided to request the renewal of this contract. Howevercontract and our renewal request was approved by the MME on November 11, 2015. On December 9, 2015, we have not yet receivedexecuted the fifth amendment to be proposed by the granting authority. Therefore, we cannot guaranteepublic Electricity Distribution Service Concession Agreement No. 46/1999 of Copel Distribuição S.A.

This amendment imposes efficiency conditions to Copel Distribuição that we will be ableare measured through two different metrics: quality of the service and economic-financial sustainability of the company. Failure to renewcomply with any of these metrics (a) for two consecutive years within the first four years of this renewed concession or (b) in the fifth year of this concession, may, in each case, result in the termination of our distribution concession contractconcession. From January 1, 2021 on, terms that are favorablefailure to us.comply with the quality indicator for three consecutive years or the economic-financial sustainability indicator for two consecutive years may also result in the termination of the distribution concession.

Additionally, non-compliance with quality indicator targets for two consecutive years or three times in five years may lead to restrictions in the payment of dividends and interest on equity to the controlling shareholder Copel Distribuição, while non-compliance with the economic-financial sustainability indicators may require capital contributions from Copel Distribuição controlling shareholders.

The granting authority must issue its decision ontable below presents the economic and financial and quality indicators established for the first five years after the execution of this matter no later than 18 monthsamendment.

 

Economic and Financial Indicators

Quality Indicators(1)

Year

 

DECi(2)

FECi(2)

2016

N/A

13.61

9.24

2017

EBITDA(3) ≥ 0

12.54

8.74

2018

[EBITDA (-) QRR (4)] ≥ 0

11.23

8.24

2019

{Net Debt(5)/[EBITDA(3) (-) QRR(4)]}≤ 1/(0.8*SELIC(6))

10.12

7.74

2020

{Net Debt(5)/[EBITDA(3) (-) QRR(4)]}≤ 1/(1.11*SELIC(6))

9.83

7.24

    

 (1)According to ANEEL’s Technical Note No. 0335/2015.

 (2)DECi – Duration of outages per customer per year (in hours); and FECi – Frequency of outages per customer per year (number of outages).

(3) Earnings before interest, tax depreciation and amortization, as calculated according to ANEEL regulations.

 (4)QRR: Regulatory Reintegration Quota or Regulatory Depreciation Expense. This is the concession’s expiration date. Under our main distribution contract,value defined in the most recent Periodic Tariff Review (RTP), plus the General Market Price inflation index (IGP-M) between the month preceding the Periodic Tariff Review and the month preceding the twelve-month period of the economic and financial sustainability measurement.

(5)As calculated according to ANEEL shouldregulations.

(6)Selic base rate: limited to 12.87% per year.

We have respondedcomplied with the quality indicators for 2017 both with respect to our request by January 7, 2014, but the fact that we did not receive a response from ANEEL by this deadline does not itself impact our ability to renew this contract under the 2013 Concession Renewal Law.DECi (totaling 10.41 in 2017) and FECi (totaling 6.79 in 2017).

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CompetitionCOMPETITION

We have concessions to distribute electricity in substantially all of the State of Paraná, and we do not face competition from the five utilities that have been granted concessions for the remainder of the state. As a result of legislation passed in 2004, however, other suppliers are able to offer electricity to our existing Free Customers at prices lower than those we currently charge. However, when a captive customerCaptive Customer becomes a Free Customer, it is still required to pay to use our distribution grid. The reduction in net revenue of our distribution business is therefore compensated with a reduction in our costs for energy that we would otherwise acquire to sell to these customers.

Furthermore, under certain circumstances, Free Customers may be entitled to connect directly to the Interconnected Transmission System rather than our distribution grid. Unlike a Free Customer’schoiceCustomer’s choice of another energy supplier, in which case that customer must still use our distribution grid and thus pay us the appropriate tariff, our distribution business ceases to collect tariffs from a customer that connects directly to the Interconnected Transmission System. The migration of customers from the distribution grid to the transmission network therefore results in the loss of revenues for our distribution business.

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Distribution and transmission companies are required to permit the use of their lines and ancillary facilities for the distribution and transmission of electricity by other parties upon payment of a tariff.

Free Customers are limited to:

·        existing customers (those connected to the distribution grid before July 1995) with demand of at least 3 MW and supplied at voltage levels equal to or greater than 69 kV;

·        new customers (those connected to the distribution grid after July 1995) with demand of at least 3 MW at any voltage; and

·        customers with demand of at least 500 kW that opt to be supplied energy by means of alternative sources, such as wind power projects, small hydroelectric power plants, or biomass projects.projects, solar plants and others.

As of December 31, 2014,2017, we had 29 (twenty-nine)one hundred ninety-one (191) Free Customers, representing approximately 3.7%5.1% of our consolidated net operating revenue and approximately 8.1%10.6% of the total quantity of electricity sold by us. Through

Until March 31, 2015, we had 2 (two)2018, Copel GeT signed five (5) additional agreements with Free Customers, that expired and were not renewed.Customers. Our contracts with Free Customers are typically for periods of greatermore than two and less than five years.

Approximately 6.1%9.4% of the megawattsmegawatts-hours sold under contracts to such customers are set to expireby Copel GeT expired in 2015. In addition, as of December 31, 2014, we had 53 customers that were eligible to purchase energy as Free Customers.2017. These customers represented approximately 4.6%2.7% of the total volume of electricity we sold in 2014,2017, and approximately 7.6%2.2% of our total net operating revenue from energy sales for that year.

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Regarding our energy trading company, as of December 31, 2017, we had one hundred thirty-nine (139) Free Customers, representing approximately 0.9% of our consolidated operating revenues and approximately 3.2% of the total volume of electricity we sold to Final Customers.

In the generation business, any producer may be granted a concession to build or manage thermoelectric and small hydroelectric generating facilities in the State of Paraná. Brazilian law provides for competitive bidding for generation concessions for hydroelectric facilities with capacity higher than 30 MW.

In the transmission business, Brazilian law provides for competitive bidding for transmission concessions for facilities with a voltage of 230 kV or greater that will form part of the Interconnected Transmission System.

Brazilian law requires that all of our generation, transmission and distribution concessions be subject to a competitive bidding process upon their expiration. We may face significant competition from third parties in bidding for renewal of such concessions or for any new concessions. The loss of certain concessions could adversely affect our results of operations.

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EnvironmentENVIRONMENT

Our construction and operation activities for the generation, transmission and distribution of electric energy, distribution of natural gas and our telecommunications operations are subject to federal, state and municipal environmental regulations.

All of our activities follow our Sustainability and Corporate Citizenship Policy, which integrates corporate planning and sustainability management in order to optimize our financial, social and environmental performance. We have implemented a Climate Change Policy, which establishes guidelines for the mitigation of greenhouse gas emission and changes in our business, evaluating risks and opportunities related to climate change.

We request and renew our environmental licenses in accordance with the environmental regulation issued by applicable federal, state and municipal level authorities. We are in compliance withallwith all material environmental regulations and our more recent (post-1986) generation, transmission and distribution projects are in compliance with federal, state and municipal regulations.

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To comply withIn 2017, we implemented the environmental licensing of transmission facilities predating the 1986 environmental licensing requirements, we and the environmental regulator for the State of Paraná (“Instituto Ambiental do Paraná – IAP”) executed in 2010 aconduct adjustment term – TAC,agreement in which we committed to complete an environmental licensing process for these facilities by 2012. This environmental licensing process for all of our transmission facilities is complete since 2012.

In 2014, 4 (four) compulsory environmental audits (Auditorias Ambientais Compulsórias – AACs) were performed, 3 (three) of which were of a substation and 1 (one) of which was of transmission line. Starting in 2012 these compulsory environmental inspections were required by law as a condition for the renewal of environmental licenses, however, since August, 2014 we are no longer required to perform such inspections as a condition for the renewal of our environmental licenses.

 In December 2010, we received the site licenses to begin construction of the Colíder Hydroelectric Plant. These licenses were granted after we received approval of Colíder Basic Environmental Plan, which contains thirty-two programs and sub-programs designed to prevent, mitigate and offset any negativenecessary environmental and social impactplans for the development and operation of this project, while enhancing the positive effects of the project. During 2014 we continuedour local assets related to implement the programs contained in the Colíder Basic Environmental Plan.

We are involved in environmentalgeneration, transmission and social programs including the “Social and Environmental Reservoirs Management Program” (Programa de Gestão Socioambiental de Reservatórios).TheSocial and Environmental Reservoirs Management Program aimsto improve the quality and availability of water in Copel’s reservoirs through managing and monitoring of watersheds.distribution.

To reinforce our commitment to environmental, social and economic sustainability, we are signatories to the United Nations Global Compact, and we actively seek to implement the principles of the Global Compact in our daily activities and our corporate culture. Additionally, in 2017, COPEL created a center for the United Nations Global Compact Cities Programme, aiming to create partnerships with governmental authorities, civil society and universities in order to develop innovative projects and address urban challenges.

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Plant, Property and EquipmentPLANT, PROPERTY AND EQUIPMENT

Our principal properties consist of the generation and telecommunications facilities described in “Business—“Business - Generation and Purchasers of Energy”. Of the net book value of our total property, plant and equipment atas of December 31, 20142017 (including construction in progress), generation facilities represented 72.6%63.5%, wind farms represented 11.6%20.2%, telecommunications represented 5.3%8.8%, Elejor represented 5.4%4.0%, and Araucária Thermoelectric Plantplant represented 5.1%3.4%. We believe that our facilities generally are adequate for our present needs and suitable for their intended purposes.

In adition , the infrasctruture used by transmission and distribution business, these are classifiedas a financial and a intangible assets as described in note 4.3.9 of our audited financial statements.

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The Expropriation ProcessTHE EXPROPRIATION PROCESS

Although we receive concessions from the Brazilian government to construct hydroelectric facilities, we do not receive title to the land on which the facilities are to be located. In order for us to construct, the land must be expropriated. The land required for the implementation of a hydroelectric facility may only be expropriated pursuant to specific legislation. We generally negotiate with communities and individual owners occupying the land so as to resettle such communities in other areas and to compensate individual owners. Our policy of resettlement and compensation generally has resulted in the settlement of expropriation disputes. Atdisputes, with friendly settlements for most of them. As of December 31, 2014,2017, we estimated our liability related to the settlement of such disputes to be approximately R$52.881.2 million. This amount is in addition to amounts for land expropriation included in each of our hydroelectric facility budgets.

 

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The Brazilian eLECTRIC Power Industry

General

In December 2014,2017, the MME approved a ten-year expansion plan under which Brazil’s installed power generation capacity is projected to increase to 195.94212.5 GW by 2023,2026, of which 59.7%48.7% is projected to be hydroelectric, 14.5%10.9% is projected to be thermoelectric, 1.7%1.6% is projected to be nuclear and 24.1%29.7% is projected to be from alternative energy sources such as wind, biomass and small hydroelectric plants.

Approximately 34%32% of the installed power generating capacity of Brazil is currently owned by Eletrobras (including its wholly-owned subsidiary Eletronuclear and its 50.0%50% participation interest in Itaipu). Through its subsidiaries, Eletrobras is also responsible for 55%47% of the installed transmission capacity equal or above 230 kV within Brazil. In addition, some Brazilian states control entities involved in the generation, transmission and distribution of electricity.They include Companhia Energética de São Paulo – CESP, Companhia Energética de Minas Gerais – CEMIG and us, among others.

Principal Regulatory Authorities

Ministry of Mines and Energy – MME

The MME is the primary regulator of the power industry and acts as the Brazilian governmental authority empowered with policymaking, regulatory and supervisory powers.

National Energy Policy Council – CNPE

The National Energy Policy Council (Conselho Nacional de Política Energética - “CNPE”), created in August 1997, provides advice to the President of the Republic of Brazil regarding the development and creation of a national energy policy. The CNPE is chaired by the MME and is composed of six ministers of the Federal Government and three members chosen by the President of Brazil. The CNPE was created in order to optimize the use of energy resources in Brazil and ensure the national supply of electricity.

National Electric Energy Agency – ANEEL

The Brazilian power industry is regulated by ANEEL, an independent federal regulatory agency. ANEEL’s primary responsibility is to regulate and supervise the power industry in accordance with the policies set forth by the MME and to respond to matters which are delegated to it by the Brazilian government and the MME. ANEEL’s current responsibilities include, among others, (i) administering concessions for electric energy generation, transmission and distribution, including the approval of electricity tariffs, (ii) enacting regulations for the electric energy industry, (iii) implementing and regulating the utilization of energy sources, including the use of hydroelectric power, (iv) promoting, monitoring and managing the public bidding process for new concessions, (v) settling administrative disputes among electricity sector entities and electricity purchasers, and (vi) defining the criteria and methodology for the determination of transmission and distribution tariffs.

National Electric System Operator – ONS

The ONS (Operador Nacional do Sistema Elétrico) is a non-profit private entity comprised of electric utilities engaged in the generation, transmission and distribution of electric energy, in addition to other private participants such as importers, exporters and Free Customers. The primary role of the ONS is to coordinate and regulate the generation and transmission operations in the Interconnected Transmission System, subject to the ANEEL’s regulation and supervision. The objectives and principal responsibilities of the ONS include, among others, operational planning for the generation industry,organizing the use of the domestic Interconnected Transmission System and international interconnections, ensuring that industry participants have access to the transmission network in a non-discriminatory manner, assisting in the expansion of the electric energy system, proposing plans to the MME for extensions of the Interconnected Transmission System, and formulating regulations regarding the operation of the transmission system for ANEEL’s approval.

 

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Electric Energy Trading Chamber – CCEE

The CCEE (Câmara de Comercialização de Energia Elétrica) is a non-profit private entity subject to authorization, inspection and regulation by ANEEL. The CCEE is responsible for, among other things, (i) registering all energy purchase agreements in the regulated market,Contratos de Comercialização de Energia no Ambiente Regulado (“CCEAR”), and registering the agreements resulting from market adjustments and the volume of electricity contracted in the free market, and (ii) accounting for and clearing short-term transactions.transactions and (iii) managing funds generated by some of the regulatory charges. The CCEE is composed of holders of concessions, permissions and authorizations in the electricity industry and Free Customers, and its board of directors is composed of four members appointed by these agents and one by the MME, who is the chairman of the board of directors.

Energy Sector Monitoring Committee – CMSE

The CMSE (Comitê de Monitoramento do Setor Elétrico) was created by the New Industry Model Law to monitor service conditions and to recommend preventative measures to ensure energy supply adequacy, including demand-side action and contracting of energy reserves.

Energy Research Company – EPE

In August 2004, the Brazilian government created the Energy Research Company (Empresa de Pesquisa Energética - “EPE”), a federal public company responsible for conducting strategic studies and research in the energy sector, including the industries of electric power, petroleum, natural gas, coal and renewable energy sources. The studies and research conducted by the EPE subsidize the formulation of energy policy by the MME.

Eletrobras

Eletrobras serves as a holding company for the following federally-owned energy companies: Companhia Hidro Elétrica do São Francisco – CHESF, Furnas, Eletrosul, Centrais Elétricas do Norte do Brasil S.A. –Eletronorte, Companhia de Geração Térmica de Energia Elétrica – CGTEE and Eletrobras Termonuclear S.A.Eletronuclear.EletrobrasEletronuclear, Eletrobras Amazonas Energia, Eletrobras Distribuição Roraima, Eletrobras Distribuição Alagoas, Eletrobras Distribuição Piauí, Eletrobras Distribuição Rondônia, Eletrobras Distribuição Acre, Cepel and Itaipu Binacional.Eletrobras manages funds generated by some of the regulatory charges, as well as the commercialization of energy from Itaipu and from alternative energy sources, under the Proinfa Program.

Historical Background of Industry Legislation

The Brazilian constitution provides that the development, use and sale of electric energy may be undertaken directly by the Brazilian federal government or indirectly through the granting of concessions, permissions or authorizations. Historically, the Brazilian electric energy industry has been dominated by generation, transmission and distribution concessionaires controlled by the federal or state governments. Since 1995, the Brazilian government has taken a number of measures to reform the Brazilian electric energy industry.in general, these measures were aimed at increasing the role of private investment and eliminating foreign investment restrictions in order to increase overall competition and productivity in the industry.

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The following is a summary of the principal developments in the regulatory and legal framework of the Brazilian electricity sector:

·In 1995, (i) the Brazilian constitution was amended to authorize foreign investment in power generation; (ii) the Concessions Law was enacted, requiring that all concessions for energy related services be granted through public bidding processes, providing for the creation of independent producers and Free Customers and granting electricity suppliers and Free Customers open access to all distribution and transmission systems; and (iii) a portion of the controlling interests held by Eletrobras and various Brazilian states in generation and distribution companies were sold to private investors.

·In 1998, the Power Industry Law was enacted, providing for, among other things, the creation of the ONS and the appointment of Banco Nacional de DesenvolvimentoEconô

·

In 1995, (i) the Brazilian constitution was amended to authorize foreign investment in power generation; (ii) the Concessions Law was enacted, requiring that all concessions for energy-related services be granted through public bidding processes, providing for the creation of independent producers and Free Customers and granting electricity suppliers and Free Customers open access to all distribution and transmission systems; and (iii) a portion of the controlling interests held by Eletrobras and various Brazilian states in generation and distribution companies were sold to private investors.

·

In 1998, the Power Industry Law was enacted, providing for, among other things, the creation of the ONS and the appointment of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), a development bank wholly owned by the Brazilian government, as the financing agent of the power industry, especially to support new generation projects.

·

In 2001, Brazil faced a serious energy crisis that lasted through February 2002. During this period, the Brazilian government implemented an energy-rationing program in the most adversely affected regions, namely the southeast, central-west and northeast regions of Brazil. In April 2002, the Brazilian government for the first time implemented the extraordinary tariff adjustment to compensate the electricity suppliers for financial losses incurred as a result of the rationing period.

·

In 2004, the Brazilian government enacted the New Industry Model Law, in an effort to further restructure the power industry with the ultimate goal of providing customers with a stable supply of electricity at reasonable prices.

·

In 2012, the Brazilian government enacted two Provisional Measures that brought important changes to the Brazilian electricity regulatory framework: (i) Provisional Measure No. 577, dated as of August 29, 2012 (converted into Law No. 12,767 dated as of December 27, 2012); and (ii) Provisional Measure No. 579, dated September 11, 2012 (converted into the 2013 Concession Renewal Law). Provisional Measure No. 577 established the obligation of the granting authority to render electricity services in the event of termination of an electricity concession, as well as new rules related to the intervention by the granting authority in electricity concessions to ensure adequate performance of utility services. The 2013 Concession Renewal Law established new rules that changed concessionaires’ ability to renew concession contracts. Under this Law, generation and distribution concessionaires may renew their concession contracts that were in effect as of 1995 and transmission concessionaires may renew their concession contracts that were in effect prior to and as of 1995 for an additional period of 30 years, provided that the concessionaires agree to amend the concession contracts to reflect a new tariff regime to be established by ANEEL. See “Concessions”.

·

In 2015, the Brazilian government enacted Provisional Measure No. 688, dated as of August 18, 2015, converted into Federal Law No. 13,203, dated as of December 8, 2015, to revise the allocation of the hydrological risks borne by hydroelectric power plants that share hydrological risks under Energy Reallocation Mechanism. See“Item 4 – Information on the Company - The Brazilian Electric Power Industry - Energy Reallocation Mechanism”. In 2014 and 2015, given poor hydrological conditions, the MRE participants generated less electricity than their assured energies, which was confirmed by a significant decrease of the Generating Scaling Factor (“GSF”), a measurement of the proportion between theelectricity generated by the MRE participants and their respective assured energy.

 

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·In 2001, Brazil faced a serious energy crisis that lasted through February 2002. During this period, the Brazilian government implemented an energy-rationing program in the most adversely affected regions, namely the southeast, central-west and northeast regions of Brazil. In April 2002, the Brazilian government for the first time implemented the extraordinary tariff readjustment to compensate the electricity suppliers for financial losses incurred as a result of the rationing period.

·In 2004, the Brazilian government enacted the New Industry Model Law, in an effort to further restructure the power industry with the ultimate goal of providing customers with a stable supply of electricity at reasonable prices.

·In 2012, the Brazilian government enacted two Provisional Measures that brought important changes to the Brazilian electricity regulatory framework: (i) Provisional Measure no. 577, dated as of August 29, 2012 (converted into Law no. 12,767 dated as of December 27, 2012); and (ii) Provisional Measure no. 579, dated September 11, 2012 (converted into the 2013 Concession Renewal Law). Provisional Measure no. 577 established the obligation of the granting authority to render electricity services in the event of termination of an electricity concession, as well as new rules related to the intervention by the granting authority in electricity concessions to ensure adequate performance of utility services. The 2013 Concession Renewal Law established new rules that changed concessionaires’ ability to renew concession contracts. Under this Law, generation and distribution concessionaires may renew their concession contracts that were in effect as of 1995 and transmission concessionaires may renew their concession contracts that were in effect prior to and as of 1995 for an additional period of 30 years, provided that the concessionaires agree to amend the concession contracts to reflect a new tariff regime to be established by ANEEL.

These generation deficits resulted in losses for the MRE participants given their exposure to hydrological risks. As a consequence, Federal Law No. 13,203 established an optional mechanism that allows each generation plant to transfer these risks to Final Customers upon payment of a risk premium to the Brazilian federal government, as well as certain temporary extensions of generation concessions to compensate for losses in 2015. We decided to opt-in with respect to all of Copel GeT´s and Elejor´s eligible Energy Agreements under this new hydrological risk allocation mechanism, which represented approximately 16% of Copel GeT´s total assured energy.

·

In 2016, the Brazilian government enacted Provisional Measure No. 735, dated as of June 22, 2016, converted into Federal Law No. 13,360, dated as of November 17, 2016, which changed several federal laws mainly to: (i) revise certain rules related to regulatory charges (CDE, CCC and RGE) and appoint CCEE as the new manager of such charges; (ii) facilitate the privatization of generation, transmission and distribution companies, (iii) change certain requirements of the generation concession and authorization regimes; (iv) change rules related to the MRE; (v) allow distribution companies to sell energy excess in the free market; (vi) extension of terms for commencement of the supply under energy auctions in the regulated market; and (vii) transfer back from MME to ANEEL the authority to decide about generation and transmission companies’ requests for extension of their facilities construction schedules.

·

In July 2017, the MME released the Public Consultation No. 033/2017, named “Proposal for improvement of the legal framework of the electricity sector”. This public consultation was intended to receive contributions for the structuring of changes to the power legal framework to ensure long-term sustainability for the Brazilian power industry. This public consultation marks an important step to guide the MME in preparation of specific legislative proposals capable of providing measures of economic rationalization and modernization of the electricity sector.

·

In August 2017, the Investment Partnership Program Council of the Presidency of the Republic issued Resolution No. 13, dated August 23, 2017, recommending the privatization of Centrais Elétricas Brasileiras S.A. – Eletrobras, and, accordingly, its inclusion in the National Privatization Program, without prejudice to the ongoing divestment processes related to the sale of Eletrobras’ equity interests in six distribution companies under its control and seventy generation and transmission special purpose companies.

Concessions

The companies or consortia that wish to build or operate facilities for generation, transmission or distribution of electricity in Brazil must participate in a competitive bidding process or must apply to the MME or to ANEEL for a concession, permission or authorization, as the case may be. Concessions grant rights to generate, transmit or distribute electricity in a specific concession area for a specified period. This period is 35 years for generation concessions granted after 2003, and 30 years for new transmission or distribution concessions. In accordance with the 2013 Concession Renewal Law, generation and distribution concessionaires may renew their concession contracts that were in effect as of 1995 and transmission concessionaires may renew their concession contracts that were in effect prior to and as of 1995 for an additional period of 30 years, provided that the concessionaires agree to amend the concession contracts to reflect certain new terms and conditions established by the law. The 2013 Concession Renewal Law does not impact generation concessions granted after 2003, as they are non-renewable.

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The Concessions Law establishes, among other things,others, the conditions that the concessionaire must comply with when providing electricity services, customers’ rights and the respective rights and obligations of the concessionaire and the granting authority. In addition to the Concessions Law, the concessionaire must also comply with the general regulations governing the electricity sector. The main provisions of the Concessions Law and related ANEEL regulations are summarized as follows:

Adequate service. The concessionaire must render adequate service to all customers in its concession and must maintain certain standards with respect to regularity, continuity, efficiency, safety and accessibility.

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

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

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

Intervention by the granting authority. The granting authority may intervene in the concession, through ANEEL, to ensure the adequate performance of services, as well as the full compliance with applicable contractual and regulatory provisions. Once ANEEL determines the intervention, limited to one year, but extendable for additional two years, it must designate a third party to manage the concession. Within 30 days of the determination of the intervention, the granting authority’s representative must commence an administrative proceeding in which the concessionaire is entitled to contest the intervention. The administrative proceeding must be completed within 1 year. The shareholders of the concessionaire under intervention must submit to ANEEL, within 60 days of the determination of the intervention, a recovery and correction plan. If ANEEL approves such plan, the intervention is terminated. In the event ANEEL does not approve the plan, the granting authority may: (i) declare forfeiture of the concession; (ii) determine the spin-off, incorporation, merger or transformation of the concessionaire, incorporation of a subsidiary or assignment of quotas/shares to a third party; (iii) determine the change of control of the concessionaire; (iv) determine a capital increase of the concessionaire; or (v) determine the incorporation of an special purpose company.

Termination of the concession. The termination of the concession agreement may occur by means of expropriation and/or forfeiture. Expropriation is the early termination of a concession for reasons related to the public interest. An expropriation must be specifically approved by law or decree. Forfeiture must be declared by the granting authority after ANEEL or the MME has made a final administrative ruling that the concessionaire, among other things, (i) has failed to render adequate service or comply with an applicable law or regulation, (ii) no longer has the technical, financial or economic capacity to provide adequate service, or (iii) has not complied with penalties assessed by the granting authority. The concessionaire may contest any expropriation or forfeiture in the courts.

A concession agreement may also be terminated (i) through the mutual agreement of the parties, (ii) upon the bankruptcy or dissolution of the concessionaire, or (iii) following a final, non-appealable judicial decision rendered in a proceeding filed by the concessionaire.

When a concession agreement is terminated, all assets, rights and privileges that are materially related to the rendering of electricity services revert to the Brazilian government. Following termination, the concessionaire is entitled to indemnification for its investments in assets that have not been fully amortized or depreciated, after deduction of any amounts due by the concessionaire related to fines and damages.anddamages.

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

Penalties.ANEEL regulations govern the imposition of sanctions against electricity sector participants and determine the appropriate penalties based on the nature and importance of the breach (including warnings, fines, temporary suspension from the right to participate in bidding procedures for new concessions, licenses or authorizations and forfeiture). For each infraction, the fines can be up to 2% of the revenue (net of value-added tax and services tax) of the concessionaire in the 12-month period preceding any penalty notice. Some infractions that may result in fines relate to the failure to request ANEEL’s approval to, among other things: (i) execute certain contracts between related parties; (ii) sell or assign the assets related to services rendered as well as impose any encumbrance (including any security, bond, guaranty, pledge and mortgage) on these or any other assets related to the concession or the revenues from electricity services; (iii) effect a change in the controlling interest of the holder of the authorization or concession; and (iv) make certain changes to the bylaws. In the case of contracts executed between related parties that are submitted for ANEEL’s approval, ANEEL may seek to impose restrictions on the terms and conditions of these contracts and, in extreme circumstances, require that the contract be rescinded.

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The New Industry Model Law

TheIn 2004, the New Industry Model Law introduced material changes to the regulation of the electric energy industry, in order to (i) provide incentives to private and public entities to build and maintain generation capacity, and (ii) ensure the supply of electricity in Brazil at low tariffs through a competitive electricity public bidding process. The key elements of the New Industry Model Law include:

·        Ensuring the existence of two markets: (i) the regulated market, a more stable market in terms of supply of electricity, and (ii) a market specifically addressed to certain participants (i.e., Free Customers and energy-trading companies), called the free market, that permits a certain degree of competition vis-à-vis the regulated market.

·        Restrictions on certain distribution activities, including requiring distributors to focus on their core business of distribution activities in order to promote more efficient and reliable services to captive customers.Captive Customers.

·        Elimination of self-dealing by providing an incentive for distributors to purchase electricity at the lowest available prices rather than buying electricity from related parties.

·        Upholding contracts executed prior to the New Industry Model Law, in order to provide regulatory stability for transactions carried out before its enactment.

The New Industry Model Law excludes Eletrobras and certain of its subsidiaries from the National Privatization Program, which was created by the Brazilian government in 1990 to promote the privatization process of state-owned companies. However, Provisional Measure No. 814, dated December 28, 2017, changed the New Industry Model Law to reinclude Eletrobras and certain of its subsidiaries in the National Privatization Program. The Brazilian federal government intends to complete the Eletrobras privatization process in 2018.

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For concessionaires of existing generation facilities, the 2013 Concession Renewal Law changesthe nature of these concession contracts. Previously, a generation concessionaire had the right to sell the energy generated by the facilities subject to its concession for profit. In contrast, generation concessions for existing generation facilities (including those renewed pursuant to the 2013 Concession Renewal Law) will not grant concessionaires the right to sell the energy generated by these facilities. Instead, these concessions will only cover the operation and maintenance of the generation facilities. The energy generated by these facilities will be allocated by the Brazilian federal government in quotas to the regulated market, for purchase by distribution concessionaires. For new generation facilities, the concessionaire will have the right to sell the energy produced by the facility.

Parallel Environment for the Trading of Electric Energy

Under the New Industry Model Law, the purchase and sale of electricity is carried out in two different segments: (i) the regulated market, which contemplates that distribution companies will purchase by public auction all the electricity they need to supply their customers; and (ii) the free market, which provides for the purchase of electricity by non-regulated entities (such as the Free Customers and energy traders).

However, the electricity arising from the following is subject to specific rules different from the rules applicable to the regulated market and to the free market: (i) low capacity generation projects located near consumption points (such as certain co-generation plants and small hydroelectric power plants), (ii) plants qualified under the Proinfa Program, an initiative established by the Brazilian government to create incentives for the development of alternative energy sources, such as wind power projects, small hydroelectric power plants and biomass projects, (iii) Itaipu, (iv) Angra 1 and 2 as from 2013 and (v) those generation concession contracts extended or subject to a new bidding process in accordance with the 2013 Concession Renewal Law.

The electricity generated by Itaipu will continue to be sold by Eletrobras to the distribution concessionaires operating in the South, Southeast and Midwest portions of the Interconnected Transmission System. The rates at which Itaipu-generated electricity is traded are denominated in U.S. dollars and established pursuant to a treaty between Brazil and Paraguay. As a consequence, Itaipu rates rise or fall in accordance with the variation of thereal/U.S. dollarexchange rate. Changes in the price of Itaipu-generated electricity are, however, subject to the Parcel A cost recovery mechanism discussed belowas follows under “Distribution Tariffs”.

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Beginning January 2013, the energy generated by nuclear plants Angra 1 and 2 started to be sold by Eletronuclear to the distribution concessionaires at a rate calculated by ANEEL.

The New Industry Model Law does not affect bilateral agreements entered into before 2004.

The Regulated Market

In the regulated market, distribution companies must purchase their expected electricity requirements for their captive customersCaptive Customers in the regulated market through a public auction process. The auction process is administered by ANEEL, either directly or through the CCEE, under certain guidelines provided by the MME.

Electricity purchases are generally made through twothree types of bilateral agreements: (i) Energy Agreements (Contratos de Quantidade de Energia) and, (ii) Availability Agreements (Contratos de Disponibilidade de Energia). and (iii) allocation of energy quotas, as defined by the ANEEL. Under an Energy Agreement, a generator commits to supply a certain amount of electricity and assumes the risk that its electricity supply could be adversely affected by hydrological conditions and low reservoir levels, among other conditions, which could interrupt the supply of electricity. In such case, the generator wouldbe required to purchase electricity elsewhere in order to comply with its supply commitments. Under aan Availability Agreement, a generator commits to makemaking a certain amount of capacity available to the regulated market. In such case, the generator’s revenue is guaranteed and the distributors must bear the risk of a supply shortage. With respect to the third method (introduced by the 2013 Concession Renewal Law), the plants that have had their concession renewed under the 2013 Concession Renewal Law lost the right to sell their energy, and from now on will only receive compensation under the energy quota system as a result of the operation and maintenance of such facilities. As a result, energy generated by these generation concessionaries are passed on to distributors at a lower cost through quotas that match the size of the markets served.

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For the generation plants with expired concessions, which were then subject to a new competitive bidding process, the winner of the competitive bidding process was required, from January 1 to December 31, 2016, to allocate 100% of the energy generated by this plant in quotas to the regulated market, as provided by the 2013 Concession Renewal Law, falling to 70% after January 1, 2017, with the remaining 30% available for the generation concessionaire to sell in the market.  

The estimate of demand from distributors is the principal factor in determining how much electricity the system as a whole will contract. A distributor is obligated to contract all of its projected electricity needs. A deviation in actual demand from projected demand could result in penalties to distributors. In the event of under-contracting, the distributor is penalized directly in an amount that increases as the difference between the amount of energy contracted for and actual demand increases. An under-contracting distributor must also pay to meet its demand by purchasing energy in the spot market.

In the event of over-contracting, where the contracted volume falls between 100% and 105% of actual demand, the distributor is not penalized and the additional costs are compensated through increases in its customers’ tariffs. Where the contracted volume is over 105% of actual demand, the distributor must sell energy in the spot market. If the contract price proves lower than the current spot market price, the distributor sells its excess energy for a profit. On the other hand, if the contract price is higher than the spot market price, the distributor sells its excess energy at a loss. ANEEL Normative Resolution No. 711, dated April 19, 2016, allowed distribution companies to renegotiate their energy purchase agreements in the regulated market to reduce the contracted amounts. Recently, Federal Law No. 13,360, dated November 17, 2016, also permitted the sale of excess energy by distribution companies in the free market, but the effectiveness of such rule is still subject to further regulation by ANEEL.

With respect to the granting of new concessions, the newly enacted regulations provide that bids for new hydroelectric generation facilities may include, among other things, the minimum percentage of electricity to be supplied in auctions in the regulated market. Concessions for new generation projects, such as Mauá and Colíder in our case, are non-renewable, meaning that upon expiration, the concessionaire must again complete a competitive bidding process.

The Free Market

The free market covers transactions between generation concessionaires, Independent Power Producers – IPPs, self-generators, energy traders, exporters and importers of electric energy and Free Customers. The free market also covers bilateral agreements between generators and distributors signed under the old model, until they expire. Upon expiration, such contracts must be executed under the New Industry Model Law guidelines.

A consumer that is eligible to choose its supplier may only do so upon the expiration of its contract with the local distributor and with advance notice or, in the case of a contract with no expiration date, upon 15 days’ notice in advance of the date on which the distributor must provide MME with its estimated electricity demand for the year. In the latter case, the contract will only be terminated in the followingthefollowing year. Once a consumer has chosen the free market, it may only return to the regulated system with five years prior notice to its regional distributor, provided that the distributor may reduce such term at its discretion. This extended period of notice seeks to assure that, if necessary, the distributor can buy additional energy in auctions on the regulated market without imposing extra costs on the captive market.

 

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Private generators may sell electricity directly to Free Customers. State-owned generators may sell electricity directly to Free Customers but are obligated to do so only through private auctions carried out by the state-owned generators exclusively to Free Customers or by the Free Customers.

As mentioned above, recently, Federal Law No. 13,360, dated November 17, 2016, also permitted the sale of excess energy by distribution companies in the free market, but the effectiveness of the rule is still subject to further regulation by ANEEL.

Focusing on the future of the electricity sector, the Ministry of Mines and Energy launched Public Consultation No. 33/2017 with the purpose of obtaining the view of different participants around improvements in the business model of the sector. Issues such as the expansion of the free market and removal of barriers to the entry of its participants, hourly energy price, adequate allocation of risks, security of supply and socio-environmental sustainability were discussed. Further regulation is expected for the years to come.

Regulation under the New Industry Model Law and further rules enacted

A July 2004 decree governs the purchase and sale of electricity in the regulated market and the free market, as well as the granting of authorizations and concessions for electricity generation projects. This decree includes, among other items, regulations relating to auction procedures, the form of power purchase agreements and the mechanism for passing costs through to Final Customers.final customers.

These regulations establish the guidelines under which electricity-purchasing agents must contract their electricity demand. Electricity-selling agents must show that the energy to be sold comes from existing or planned power generation facilities. Agents that do not comply with such requirements are subject to penalties imposed by ANEEL.

These regulations also require electricity distribution companies to contract for 100% of their energy needs primarily through public auctions. In addition to these auctions, distribution companies can purchase limited amounts (up to 10% of their demand) from: (i) generation companies that are connected directly to the distribution company (except for hydroelectric power plants with capacity higher than 30 MW and certain thermoelectric power plants) (ii) electricity generation projects participating in the initial phase of the Proinfa Program, (iii) the Itaipu Power Plant and (iv) quotas from those generation concession contracts extended or subject to a new competitive bidding process in accordance with the 2013 Concession Renewal Law.

The MME establishes the total amount of energy that will be contracted in the regulated market, the number and the type of generation projects that will be auctioned each year.

All electricity generation, distribution and trading companies, independent producers and Free Customers are required to notify MME, by August 1st of each year of their estimated electricity demand or estimated electricity generation, as the case may be, for each of the subsequent five years. In advance of each electricity auction, each distribution company is also required to inform MME of the amount of electricity that it intends to contract in the auction. In addition, distribution companies are required to specify the portion of the contracted amount they intend to use to supply potentially Free Customers.

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Auctions in the Regulated Market

Electricity auctions for new generation projects are held from the third to the seventh year before the initial delivery date of electricity (“A-3 to A-7 Auctions”). Electricity auctions for existing generation projects are held (i) infrom the first to the fifth year before the initial delivery date of electricity (as “A-5 Auctions”), and (ii) in the third year before the commencement of commercial operation (“A-3 Auctions”). Existing power generators hold auctions (i) in the year before the initial delivery date (“A-1A to A-5 Auctions”), and (ii) up to four months before the initial delivery date (“Adjustment Auctions”).

New and existing power generators may participate in the reserve energy auctionsReserve Energy Auctions as long as these generators increase the power system capacity or if they did not achieve commercial operation by January 2008. Invitations to bid in the auctions are prepared by ANEEL in accordance with guidelines established by the MME, including the requirement that the lowest bid wins the auction. Each generation company that participates in the auction executes a contract for the purchase and sale of electricity with each distribution company, in proportion to the distribution companies’ respective estimated demand for electricity, except for the market adjustment and reserve energy auctions.Reserve Energy Auctions.

The contracts for both A-5 and A-3 Auctionsnew generation projects have a term of between 15 and 3035 years, and the contracts for A-1 Auctionsexisting generation projects have a term between 51 and 15 years. Contracts arising from market Adjustment Auctions are limited to a two-year term. The reserve energy contracts are limited to a 35-year term.

The quantity of energy contracted from existing generation facilities may be reduced for three reasons: (i) to compensate for captive customersCaptive Customers that become Free Customers; (ii) to compensate for market deviations from the estimated market projections (up to 4% per year of the annual contracted amount, beginning two years after the initial electricity demand is estimated); and (iii) to adjust thequantitythe quantity of contracted energy in bilateral agreements entered into prior to the enactment of the New Industry Model Law.

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With regard to (i) above, the reduction in net revenue caused when a captive customerCaptive Customer becomes a Free Customer is compensated by the increased amounts that Free Customers are required to pay to use our distribution system. However, a Free Customer may disconnect from our distribution grid (and therefore cease to pay us a distribution tariff) if it chooses to connect directly to the Interconnected Transmission System or if it generates energy for self-consumption and transports this energy without using our distribution grid. Because a Free Customer that connects directly to the Interconnected Transmission System no longer pays us a distribution tariff, we might not be able to fully recover this loss in revenues.

Since 2004, CCEE has conducted twentytwenty-four auctions for new generation projects, fourteeneighteen auctions for energy from existing power generation facilities, sixten auctions for reserve energy in order to increase energy supply security, three auctions from alternative energy sources and eighteenseventeen auctions for market adjustments. No later than August 1 of each year, the generators and distributors provide their estimated electricity generation or estimated electricity demand for the five subsequent years. Based on this information, MME establishes the total amount of electricity to be traded in the auction and determines which generation companies will participate in the auction. The auction is carried out electronically in two phases.

After the completion of the auction (except in the case of reserve energy auction), generators and distributors execute the CCEAR, in which the parties establish the price and amount of the energy contracted in the auction. The price is adjusted annually based on price variations published by the IPCA. The distributors grant financial guarantees to the generators (mainly receivables from the distribution service) to secure their payment obligations under the CCEAR.

Also after completion of the auction,Reserve Energy Auction, the generation concessionaire and the CCEE execute theContrato de Energia de Reserva, in which the parties establish the price and amount of the energy contracted for in the auction. The distributors, Free Customers and self-producing customersthen execute theContrato de Uso da Energia de Reserva (“CONUER”) with CCEE, in order to provide for the terms of the use of the reserve energy. The reserve energy customers grant financial guarantees to CCEE to secure their payment obligations under CONUER.

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The 2013 Concession Renewal Law established that generation concessions entered into prior to 2003 that were not renewed would be subject to a new competitive bidding process and that the energy generated by these facilities will be allocated by the Brazilian federal government in quotas to the regulated market, for purchase by distribution concessionaires. On November 25, 2015, ANEEL carried out a competitive bidding process for the grant of new 30-year concessions of 29 hydroelectric plants in accordance with the 2013 Concession Renewal Law. Until December 31, 2016, 100% of the electricity generated by such 29 hydroelectric plants must be destined to the regulated market and, as of January 1, 2017, the percentage was reduced to 70%. On September 27, 2017, the ANEEL carried another competitive bidding process for the grant of new 30-year concessions of 4 hydroelectric plants in accordance with the 2013 Concession Renewal Law. In this auction, the percentage destined to the regulate market was 70% since the beginning of the concession.

The Annual Reference Value

Brazilian regulation establishes a mechanism ( “Annual(“Annual Reference Value”) that limits the costs that can be passed through to Final Customers.final customers. The Annual Reference Value corresponds to the weighted average of the electricity prices in the A-5 and A-3 Auctions (excluding alternative energy auctions), calculated for all distribution companies.

The regulation establishes the following permanent limitations on the ability of distribution companies to pass-through costs to customers: (i) no pass-through of costs for electricity purchases that exceed 105% of actual demand; (ii) limited pass-through of costs of the acquisition of electricity in the A-3 Auctions, if the amount of purchased energy exceeds 2% of the amount of electricity contracted in the A-5 Auctions; (iii) if the volume contracted from existing generation projects decreases by over 4%, new contracts from new generation projects are afforded limited pass-through.Auctions.

The MME establishes the maximum acquisition price for electricity generated by existing projects. If distributors do not comply with the obligation to fully contract their demand, the pass-through of costs from energy acquired in the short-term market is the lower of the spot market price and the Annual Reference Value.

Electric Energy Trading Convention

The Electric Energy Trading Convention (Convenção de Comercialização de Energia Elétrica) regulates the organization and functioning of the CCEE and defines, among other things, (i) the rights and obligations of CCEE participants, (ii) the penalties to be imposed on defaulting agents, (iii) the means of dispute resolution, (iv) trading rules in the regulated and free markets, and (v) the accounting and clearing process for short-term transactions.

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Restricted Activities of Distributors

Distributors in the Interconnected Transmission System are not permitted to (i) engage in activities related to the generation or transmission of electric energy, (ii) sell electric energy to Free Customers, except for those in their concession area and under the same conditions and tariffs maintained with respect to captive customers, (iii) hold, directly or indirectly, any interest in any other company, corporation or strategic agreement, or (iv)(iii) engage in activities that are unrelated to their respective concessions, except for those permitted by law or the relevant concession agreement. A generator is not allowed to hold more than a 10% equity interest in any distributor. According to Law No. 13,360/2016, distributors are allowed to sell energy to Free Customers. However this legal authorization is still subject to further regulation by ANEEL. 

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Elimination of Self-Dealing

Since the purchase of electricity for captive customersCaptive Customers is now performed through auctions in the regulated market, “self-dealing” (under which distributors were permitted to meet up to 30.0%30% of their energy needs using energy that was either self-produced or acquired from affiliated companies) is no longer permitted.

Challenges to the Constitutionality of the New Industry Model Law

The New Industry Model Law is currently being challenged on constitutional grounds before the Brazilian Supreme Court. The Brazilian government moved to dismiss the actions, arguing that the constitutional challenges were moot because they related to a provisional measure that had already been converted into law. To date, the Supreme Court has not reached a final decision and we do not know when such a decision may be reached. While the Supreme Court is reviewing the law, its provisions have remained in effect. Regardless of the Supreme Court’s final decision, certain portions of the New Industry Model Law relating to restrictions on distributors performing activities unrelated to the distribution of electricity, including sales of energy by distributors to Free Customers and the elimination of self-dealing, are expected to remain in full force and effect.

Challenges to the Constitutionality of the 2013 Concession Renewal Law

The 2013 Concession Renewal Law is currently being challenged on constitutional grounds before the Brazilian Supreme Court by the National Confederation of Industry Workers – CNTI (Confederação Nacional dos Trabalhadores na Indústria). It is not possible to predict whether the 2013 Concession Renewal Law shall remain valid in the future. While the Supreme Court is reviewing the law, its provisions remain in full force and effect.

Tariffs for the Use of the Distribution and Transmission Systems

ANEEL regulates access to the distribution and transmission systems and establishes tariffs for the use of these systems. The tariffs are (i) network usage charges, which are charges for the use of the proprietary local grid of distribution companies (“TUSD”) and (ii) tariffs for the use of the transmission system, which is the Interconnected Transmission System and its ancillary facilities (“TUST”).

TUSD

Users of a distribution grid pay the distribution concessionaire a tariff known as the TUSD (Tarifa de Uso dos Sistemas Elétricos de Distribuição). The TUSD is divided into two parts: one related to the contracted power in R$/kW and otheranother related to the regulatory charges in R$/kWh. The amount paid by the users of a distribution grid is calculated by multiplying the maximum contracted power for each of the customer’s points of connection to the concessionaire’s distribution grid, by the tariff in R$/kW, plus the product of the power consumption by the tariff in R$/kWh, per month.

In relation to the captive customers,Captive Customers, the TUSD is part of the supply tariff that is calculated based on the voltage used by each customer.

TUST

The TUST (Tarifa de Uso do Sistema de Transmissão)is paid by distribution companies, generators and Free Customers to transmission companies for the use of the Interconnected TransmissionSystemTransmission System (electrical transmission system with a voltage equal or higher than 230 kV). This tariff is revised annually according to (i) the location of the user of the Interconnected Transmission System and (ii) theannual revenues that a transmission company is permitted to collect for the use of its assets in the Interconnected Transmission System. The ONS, an entity that represents all transmission companies that own assets in the Interconnected Transmission System, coordinates the payment of transmission tariffs to these transmission companies. Users of the Interconnected Transmission System sign contracts with the ONS, which allows them to use the transmission grid in return for paying TUST.

 

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Distribution Tariffs

Distribution tariff rates to Final Customersfinal customers (including the TUSD) 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. When adjusting distribution tariffs, ANEEL divides the costs of distribution companies into (i) costs that are beyond the control of the distributor, or (“Parcel A costs”), and (ii) costs that are under control of distributors (“Parcel B costs”). ANEEL’s tariff readjustmentadjustment formula treats these two categories differently.

Parcel A costs include, among others, the following:

·        costs of electricity purchased by the concessionaire to attend captive customers,Captive Customers, in accordance to the regulatory model in force;

·        charges for the connection to and use of the transmission and distribution grids; and

·        energy sector regulatory charges.

Parcel B costs include, among others, the following:

·        a component designed to compensate the distributor for the investments made by the distributor on the concession assets;

·        depreciation costs; and

·        a component designed to compensate the distributor for its operating and maintenance costs.

Each distribution company’s concession agreement provides for an annual readjustmentrevision (reajuste anual). In general, Parcel A costs are fully passed through to customers. Parcel B costs, however, are only adjusted for inflation in accordance with the IGP-MIPCA Index, minus the X factor.

Electricity distribution concessionaires are also entitled to periodic tariff revisions (revisão periódica) every four or five years. These revisions are aimed at (i) assuring necessary revenues to cover efficient Parcel B operational costs and adequate compensation for investments deemed essential for services provided within the scope of each such company’s concession and (ii) determining the “X factor”..The fifth amendment to our concession agreement, which establishes the renewal of our concession agreement, determines the Periodic Tariff Review every five years.

The X factor for each distribution company is calculated based on the following components:

·        P, based on the concessionaire’s productivity, which is measured in terms of increases in assets (kms of power grid), the total volume of energy sold, and the number of Final Customersfinal customers to which energy is sold;

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·        T, based on the trajectory of the concessionaire’s operating costs, measured as the difference between the cost benchmarks established by ANEEL and the concessionaire’s actual operating costs; and

·        Q, based on quality target indicators that measure the interruption of energy supply to Final Customers.final customers, and other quality indicators.

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In addition, a distribution concessionaire is entitled to an extraordinary tariff review (revisão extraordinária) on a case-by-case basis, to ensure its financial stability and compensate it for unpredictable costs, including taxes, which significantly change its cost structure. Extraordinary tariff adjustments were granted (i) in June 1999 to compensate for increased costs of electricity purchased from Itaipu as a result of the devaluation of thereal against the dollar,dollar; (ii) in 2000 to compensate for the increase in Social Security Financing Contribution (Contribuição para o Financiamento da Seguridade Social - COFINS) from 2% to 3%,; (iii) in December 2001 to compensate for losses caused by the Rationing Program,Program; (iv) in January 2013, due to the enactment of 2013 Concession Renewal Law, andLaw; (v) in March 2015, to compensate the costs related to the quotas of the Electric Development Account (CDE)and increased costs with the purchase of energy,. and (vi) in March 2017, to compensate the amount unduly included in the tariffs for captive consumers in 2016,referring to the Angra III plant.

Since October 2004, on the date of a subsequent tariff readjustmentadjustment or tariff revision, whichever occurs earlier, distribution companies have been required to execute separate contracts for the connection and use of the distribution grid and for the sale of electricity to their potentially Free Customers.

Tariff Flags (Bandeiras Tarifárias)

Effective as of January 1, 2015, a new system has been introduced by the ANEEL to permit distribution concessionaires to pass on to their Final Customerfinal customer certain variable cost increases attributable to changes in hydrological conditions in Brazil, prior to the formal tariffs periodic revisions made by ANEEL.

In accordance with this model, a green, yellow or red flags,flag, as determined by ANEEL, is included in invoices sent to Final Customers,final customers, reflecting nationwide hydrological conditions (except for the StatesState of Amazonas, Amapá and Roraima). If a green flag is added into Final Customers’to final customers’ invoices due to satisfactory hydrological conditions, no additional charges are added. On the other hand, if these invoices contain yellow or red flags, this will indicateindicates that distribution concessionaires are facing higher variable costs from the acquisition of electricity and have passed certainwill pass these costs on to Final Customers.final customers.

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Incentives

In 2000, a Federal decree created the Thermoelectric Priority Program, (Programa Prioritário de Termoeletricidade, or (“PPT”), for the purposes of diversifying the Brazilian energy matrix and decreasing Brazil’s strong dependence on hydroelectric plants. The incentives granted to the thermoelectric plants included in the PPT are:were: (i) guarantee of gas supply for 20 years, as per a MME regulation, (ii) assurance that the costs related to the acquisition of the electric energy produced by thermoelectric plants will be passed on to customers through tariffs up to the normative value established by ANEEL, and (iii) guarantee of access to a special BNDES financing program for the electric energy industry.

In 2002, the Brazilian government established the Proinfa Program to encourage the generation of alternative energy sources. Under the Proinfa Program, Eletrobras shallwould purchase the energy generated by alternative sources for a period of 20 years. In its initial phase, the Proinfa Program iswas limited to a total contracted capacity of 3,300 MW. In its second phase, which willshould start after the 3,300 MW3,300MW cap has been reached, the Proinfa Program intends to purchase up to 10% of Brazil’s annual electric energy consumption from alternative sources. The first phase of the Proinfa program commenced in 2004.2004 and it so far has supported the construction of 131 alternative energy plants which is expected to reach the production of 11.2 million MWh. According to a decision of ANEEL, the total investment to the Proinfa Program in 2018 will be R$ 3.4 billion.

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Energy Sector Regulatory Charges

State and Municipal ICMS Compensation

From January 1, 2010 to December 31, 2012, distributors were required to pay a levy in the amount of 0.3% of their annual operating revenues, which were transferred to certain states and municipalities in compensation with losses in tax revenues that these states and municipalities suffered when they became connected to the Interconnected Transmission System, due to the fact that they no longer receive energy from locally-generated sources. These funds must be used by the states and municipalities to provide increased access to electricity, to finance social and environmental projects, and to conduct research and development and support energy efficiency initiatives.

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EER

TheEncargo de Energia de Reserva(“EER”) is a regulatory charge designed to raise funds for energy reserves that have been contracted through CCEE and which are deposited in the Reserve Energy Account (Conta de Energia de Reserva – CONER). These energy reserves, which are mandatory, were created in order to attempt to ensure a sufficient supply of energy in the Interconnected Transmission System. The EER shall be collected from Final Customersfinal customers of the Interconnected Transmission System. Beginning in 2010, this charge has been collected on a monthly basis.

RGR Fund

In certain circumstances, electric energy companies are compensated for certain assets used in connection with a concession if the concession is revoked or is not renewed. In 1971, the Brazilian Congress created a reserve fund designed to provide these compensatory payments (“RGR Fund”). In February 1999, ANEEL established a fee requiring public-industry electric companies to make monthly contributions to the RGR Fund at an annual rate equal to 2.5% of the company’s fixed assets in service, not to exceed 3% of total operating revenues in any year. Since the enactment of the 2013 Concession Renewal Law, the RGR Fund has been used to fund the compensations arising from the termination of non-renewed concessions. The 2013 Concession Renewal Law also allowed the funds from the RGR Fund to be transferred to the CDE.

According to 2013 Concession Renewal Law, as from January 1, 2013, the concession contracts from concessionaires of (i) distribution; (ii) transmission which competitive bidding process occurred after September 12, 2012; and (iii) transmission and generation which had their concession contract renewed or had their underlying facilities subject to a new competitive bidding process are no longer obliged to pay the annual RGR fee.

UBP

Some hydroelectric generation enterprises (except small hydroelectric power plants) are required to make contributions for using a public asset,Uso de Bem Público (“UBP”) according to the rules of the corresponding public bidding process for the granting of concessions. Eletrobras receives the UBP payments in a specific account. See Note 2728 to our audited consolidated financial statements.

ESS

The costs related to maintaining system reliability and stability when thermoelectric plants generate energy to meet demand in the National Connection System (SIN) are called System Service Charges, orEncargos de Serviços de Sistema (ESS). These amounts are paid by each entity that purchases energy in the spot market (CCEE), proportional to each such entity’s consumption.

ESS is expressed in R$/MWh and paid only to thermoelectric plants that generate energy in response to requests by the Electricity System National Operator (ONS).

CDE

In 2002, the Brazilian government instituted the Electric Energy Development Account,Conta de Desenvolvimento Energético (“CDE Account”). The CDE Account is funded by (i) annual payments made by concessionaires for the use of public assets, (ii) penalties and fines imposed by ANEEL, (iii) the annual fees paid by agents offering electric energy to Final Customers,final customers, by means of an additional chargeadded to the tariffs for the use of the transmission and distribution grids and (iv) the credits held by the federal government against Itaipu. The CDE Account was originally created, amongst others, to promote the availability of electric energy services to all of Brazil and the competitiveness of the energy produced by alternative sources. The CDE is regulated by the executive branch, andwas managed by Eletrobras.Eletrobras until April 30, 2017 and is managed by CCEE as of May 1, 2017, pursuant to Federal Law No. 13,360/2016. This charge had been substantially reduced by the 2013 Concession Renewal Law (approximately 75% compared to its December 31, 2011 amount) in an attempt to reduce the cost of electricity paid by Final Customers,final customers, among others. The 2013 Concession Renewal Law also allowed the funds from the RGR Fund to be transferred to the CDE Account, provided that the Federal Treasury would also contribute with the CDE Account and permittedpermit the funds deposited in the CDE Account to be used in support of the electricity generation program in non-integrated electric grids (sistemas elétricos isolados). as well as to partially offset the increased costs borne by distribution concessionaires for the purchase of energy in the spot market as a result of the non-renewal of generation concessions due to the 2013 Concession Renewal Law.

 

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On March 7, 2014, Thethe Brazilian government also permitted the transfer to distribution concessionaires of funds deposited in the CDE Account to cover their respective costs arising from the involuntary exposure to the spot market in January 2014 as a result of poor hydrological conditions in 2013 and 2014, which mandated the acquisition of thermoelectric energy at higher prices in the spot market, costs which distribution concessionaires were not able to pass on to final customersFinal Customers through regular Retail Tariffs prior to formal tariffs periodic revisions made by ANEEL. As of December 31, 2014, Eletrobras released to us R$114.6 million from the CDE Account for this specific purpose.

                Distribution concessionaries will be able to pass on to its Final Customerfinal customer a CDE Account charge, to the extent necessary to repay their respective financing obligations contracted by the CCEE through the ACR Account. See “Regulated Market Account – ACR Account.”

On February 27, 2015, ANEEL approved a significant increase of the CDE fee charged to cover all of these additional costs supported by the CDE Account, which were aggravated by the lack of contribution from the Brazilian Federal Treasury. ABRACE, an association of Free Customers filed lawsuits to contest the increase of the CDE fee and this litigation remains ongoing. Since July 2015, the Free Customers associated with ABRACE benefit from an injunction suspending the increase of the CDE fee. Associations of distributors of energy (including ABRADEE, with whom Copel Distribuição is associated) also obtained injunctions suspending its obligation to withhold such CDE fees while ABRACE´sand other consumers’ injunction remains in force.

Federal Law No. 13,360/2016 established that the Federal Government must prepare a plan for a structural reduction of the CDE charge until December 31, 2017, and it also provided that the revenues, expenses and beneficiaries of the CDE Account must be published monthly by CCEE. More specifically, promulgation of Law No. 13,360, dated November 17, 2016, implemented a series of changes in the structure of the CDE rules, causing the fund to abandon its role as a source of funds for (i) the amortization of financial operations linked to the indemnity for concessions reversal or (ii) the affordable tariff policy. Currently, the scope of the CDE is to compensate for the discounts applied in the transmission tariffs, to provide funds for the payment of amounts related to the management and movement of CDE, CCC and RGR by CCEE; and to compensate the tariff impact of the reduced load density of the rural electrification cooperatives market.

Regulated Market Account – ACR Account.

On April 2014, the Brazilian government created the Regulated Market Account,Conta no Ambiente de Contratação Regulada – Conta-ACR (“ACR Account”), to assist distribution concessionaires to cover their respective costs for the acquisition of thermoelectric energy for the period from February 2014 to December 2014, incurred as a result of poor hydrological conditions. Distributorsincurred higher costs as a result of adverse hydrological conditions because they were required to buy thermoelectric energy at higher prices in the spot market, and were unable to pass all these costs on to final customersFinal Customers prior to a formal tariff periodic revision made by ANEEL. To fund the ACR Account, the Brazilian federal government authorized the CCEE to enter into credit agreements with Brazilian certain Brazilian financial institutions. An aggregate of R$21.221.7 billion, composed of three separatenine tranches, has been deposited in the ACR Account. Distribution concessionaires will repayconcessionairesare reimbursing this financing contracted byfinancingfrom the CCEE 2015 tariff process,through the application of monthly additional CDE Account charges to its Final Customers,final customers, for a period of 54 months, following the completion of their respective tariff adjustment procedures in 2015. As of December 31, 2014,ofapproximately 60 months. In 2017, the CCEE released to us R$1,137.5 milliondid not release funds from the ACR Account.Account to us.

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Itaipu Transmission Fee

The Itaipu Hydroelectric Plant has an exclusive transmission grid and is not part of the Interconnected Transmission System. Companies that are entitled to receive electricity from Itaipu pay a transmission fee in an amount equal to their proportional share of the Itaipu generated electricity.

Use of Water Resources Tax

Holders of concessions and authorizations that allow for the exploitation of water resources must pay a total tax of 6.75%7.00% of the value of the energy they generate, which for the purposes of this calculation is based on a rate set by ANEEL. Beginning on January 1, 2015,2018, ANEEL set this rate at R$85.26/74.03/MWh. The proceeds of this tax are shared among the states and municipalities where the plant or the plant’s reservoir is located, as well as with certain federal agencies.

ANEEL Inspection Fee (TFSEE)

The ANEEL Inspection Fee is an annual fee due by the holders of concessions, permissions or authorizations equal to an ANEEL determined percentage of their revenues. The ANEEL Inspection Fee requires these holders to pay up to 0.5%0.4% of their annual revenue to ANEEL in 12 monthly installments.

Default on the Payment of Regulatory Charges

The failure to pay required contributions to the RGR Fund, Proinfa Program or CDE Account or to make certain payments, such as those due from the purchase of electric energy in the regulated market or from Itaipu, will prevent the defaulting party from receiving readjustmentsadjustments or reviews of their tariffs (except for an extraordinary review) and will also prevent the defaulting party from receiving funds from the RGR Fund or CDE Account. We comply with payment obligations related to Regulatory Charges.

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Energy Reallocation Mechanism

The Energy Reallocation Mechanism, orMecanismo de Realocação de Energia attempts to mitigate the risks borne by hydroelectric generators due to variations in river flows (hydrological risk).

Under Brazilian law, each hydroelectric plant is assigned a determined amount of “assured energy”, according to an energy supply risk criteria defined by MME, based on historical river flow records. The assured energy also represents the maximum energy that can be sold by the generator, which is set forth in each concession agreement, irrespective of the volume of electricity actually generated by the facility.

The MRE tries to guarantee that all participating plants receive the revenue corresponding to their assured energy, irrespective of the volume of electricity generated by them. In other words, the MRE effectively reallocates the electricity, transferring the surplus from those who have produced in excess oftheir assured energy to those that have produced less than their assured energy. The relocation, which occurs in the Interconnected Transmission System, is determined by the ONS, considering the nationwide electricity demand and hydrological conditions, regardless of the power purchase agreement of each individual generator. The volume of electricity actually generated by the plant, whether more or less than their assigned assured energy quotient, is priced pursuant to a tariff known as the “Energy Optimization Tariff”, designed to cover only the variable operation and maintenance costs of the plant, so that generators are largely unaffected by the actual dispatch of their plants.

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Each hydroelectric plant which has its concession contract renewed in accordance to 2013 Concession Renewal Law will no longer participate in the MRE, and the hydrological risk from those plants will be borne by the distribution concessionaires under the National Interconnected Power Grid. For the generation plants with expired concessions, which were subject to a new competitive bidding process under the 2013 Concession Renewal Law, 30% of the generated energy available for the generation concessionaire to sell in the market is also subject to the MRE hydrological risk allocation mechanism. This risk does not impact our distribution business, since we are allowed to increase the tariffs of our distribution customers to compensate any costs arising from this hydrological risk.

Research and Development

The companies holding concessions and permissions for distribution of electricity must invest a minimum of 0.50% of their annual net operational revenues in research and development and 0.50% in energy efficiency programs. Beginning on January 1, 2016,2023, these percentages will become 0.75% and 0.25%, respectively.

A company holding concessions and authorizations for generation and transmission of electricity must invest a minimum of 1% of its annual net operational revenues in research and development. A company that generates electricity exclusively from small hydroelectric power plants, cogeneration or alternative energy projects is not subject to this requirement.

The amount to be invested in research and development must be distributed as follows:

·        40% to the company research and development projects, under the supervision of ANEEL;

·        40% to the Ministry of Sciences and Technology, to be invested in national research and development projects; and

·        20% to the MME, to defray EPE.

In 2017, we spent R$54.1 million on research and development, while in 2016 we spent R$52.6 million and in 2015 we spent R$72.9 million.

Environmental Regulations

The Brazilian Federal Constitution includes environmental matters among the matters that are subject to concurrent legislative competence, meaning that the Brazilian federal government enacts general rules, which are supplemented by rules passed by states; municipalities, in turn, enact local rules or supplement federal and/or state legislation.

The Federal Environmental Crimes Act, which took effect in 1998, establishes a general framework of liability for environmental crimes. Federal laws and statutes have established the National System for Management of Water Resources and the National Council of Water Resources to address themajorthe major environmental issues facing the hydroelectric sector and users of water resources. In 2000, theBrazilian government created an independent agency, the National Water Agency, to regulate and supervise the use of water resources.

 

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The Brazilian Forestry Code and related regulations establish rules regarding the maintenance and acquisition of areas affected by hydroelectric plant reservoirs. These regulations may result in increased maintenance, reforestation and expropriation costs to energy industry concessionaires. We have been developing conservation actions in our power plants, as established in the Forestry Code, since their construction. In addition, Paraná State law requires a mandatory environmental audit of companies whose activities may impact the environment within the state.

A violator of an environmental law may be subject to administrative and criminal sanctions and, in case environmental damage occurs, will have an obligation to repair or provide compensation to the affected party. Administrative sanctions may include substantial fines and the suspension of activities, while criminal sanctions may include fines and, for individuals, including for directors and employees of companies that commit environmental crimes, possible imprisonment.

Our energy generation, distribution and transmission facilities are subject to environmental licensing procedures, which may include the preparation of environmental impact assessments before such facilities are constructed. Once the respective environmental licenses are obtained, their maintenance is still subject to the compliance with certain requirements. We were one of the first energy concessionaires in Brazil to provide an environmental impact assessment and report in connection with the construction of a power plant (Segredo Power Plant, 1987) and to maintain excellence in the implementation of environmental programs.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The information presented as follows has been derived from our consolidated statementstatements of income for the years ended December 31, 2014, 20132017, 2016 and 2012 has2015, that have been prepared in accordance with IFRS as issued by the IASB. For more information see “Presentation of Financial and Other Information” and Note 23 to our audited consolidated financial statements for the year ended December 31, 2014.2017.

We have restated our financial statements for the fiscal year ended December 31, 2015 and December 31, 2016, to correct our accounting for an investment made by our subsidiary UEG Araucária Ltda., and we have identified material weaknesses in our internal control over financial reporting.  For additional information, see Note 4.1 to our audited consolidated financial statements and “Item 15. Controls and Procedures”.

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OverviewOVERVIEW

Brazilian Economic Conditions

All of our operations are in Brazil, and we are affected by general Brazilian economic conditions. In particular, the general performance of the Brazilian economy affects demand for electricity, and inflation affects our costs and our margins. The Brazilian economic environment has been characterized by significant variationsfaced consecutive decreases in economicBrazilian GDP growth rates, with very low growth from 2001 through 2003, an economic recovery that led to consistent growth from 2004 to 2009. Since then, the Brazilian GDP growth has fluctuated, from 0.9% growth in 2012, toincrease of 2.3% in 2013 and 0.1% in 2014.

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Table2014 and a decrease of Contents3.8% in 2015. The growth rate was equally negative in 2016, with a decrease of 3.6%. The economic environment showed signs of recovery in 2017, with an increase of 1.0% in growth rate, and the lowest inflation rate and exchange rate variation of thereal vs. U.S. dollar of the last few years.

The following table shows selected economic data for the periods indicated:

Year ended December 31,

Year ended December 31,

2014

2013

2012

2017

2016

2015

Inflation (IGP-DI)

3.78%

5.52%

8.10%

Inflation (IGP-DI)

(0.42)%

7.18%

10.70%

Appreciation (depreciation) of therealvs. U.S. dollar

(11.81)%

(12.77)%

(8.21)%

(1.48)%

19.81%

(31.98)%

Period-end exchange rate – US$1.00(1)

2.6562

2.3426

2.0435

Period-end exchange rate – US$1.00(1)

3.3080

3.2591

3.9048

Average exchange rate – US$1.00

2.3599

2.1741

1.9588

3.2031

3.4500

3.3876

Change in realGDP

0.1%

2.3%

0.9%

1.0%

(3.6)%

(3.8)%

Average interbank interest rates(2)

10.83%

8.18%

8.30%

Average interbank interest rates(2)

9.80%

14.05%

13.46%

                                                                         

(1) Thereal/U.S. dollar exchange rate at April 14, 201530, 2018 was R$3.08803.4811 per US$1.00.

(2)Calculated in accordance with Central Clearing and Custody House, orCentral de Custódia e Liquidação Financeira de Títulos(“CETIP”), methodology (based on nominal rates).

Sources:FGV ‒ Fundação Getúlio Vargas, the Brazilian Central Bank, the Brazilian Geography and Statistics Institute IBGE and CETIP.

Rates and Prices

Our results of operations are significantly affected by changes in the prices at which our generation business sells energy, and by the prices at which our distribution business buys and resells energy.

Our generation business sells energy at unregulated prices in the regulated market, in the Free Market and in the Spot Market. Our generation business allocates the amount of energy that it sells in each of these markets seeking to maximize returns, based on factors such as: (i) the requirements of its concession contracts, many of which set a minimum percentage of energy generated in a particular concession that must be sold in the regulated market; (ii) the volume of energy that we plan to sell to Free Customers for a given year; and (iii) the outlook of the short-term, medium-term and long-term for energy prices generally. Although sales in the Free Market and the Spot Market are not directly regulated, they are influenced by energy regulatory policy. The prices at which our generation business sells energy are not regulated.

Our distribution business purchases enough energy to meet 100% of the demand we forecast for our Final Customersfinal customers in auctions at unregulated prices in the regulated market. Our distribution business resells that energy to Final Customersfinal customers at regulated tariffs that take into consideration the price at which the energy was purchased. If our forecasts fall short of the actual electricity demand of our Final Customers,final customers, we may be forced to make up for the shortfall by entering into short-term agreements to purchase electricity in the spot market. If our forecasts exceed the actual demand of our Final Customers, our distributionfinal customers, ourdistribution business sells the excess energy in the Spot Market. Except for possible future effects brought by the 2013 Concession Renewal Law, the margins in our distribution business tend to be relatively stable due to the regulated nature of the distribution business, while the margins in our generation business are typically larger but less stable, since they are substantially market regulated.

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Sales to Final Customersfinal customers (which include sales by our distribution business to captive customersCaptive Customers, sales by our generation business and sales by our generationtrading business to Free Customers) represented approximately 52.3%55.9% of the volume of electricity we made available in 2014,2017, and accounted for 50.0%59.6% of our energy sales revenues. Almost all of such sales were to captive customers.Captive Customers. For more information, see “Item 4. Information on the Company — The Brazilian Electric Power Industry — Distribution Tariffs”. In general, if our costs for energy increase, the tariff process permits us to recover these costs from our customers through higher rates in future periods. However, if we do not receive tariff increases to cover our costs, if the recovery of these costs is delayed, or if our Board of Directors elects to reduce the tariff increase awarded by ANEEL,our profits and cash flows may be adversely affected.

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ANEEL modifies our Retail Tariffs annually, generally in June. Since January 2010,2013, the adjustments have been as follows.

·        In February 2010, our distribution concession contract with ANEEL was amended. As a result, the subsequent increase in our distribution tariffs was reduced, causing a reduction of approximately 0.5% in our distribution revenues. Our Board of Directors approved the amendment in order to mitigate the possibility of a lawsuit or judicial proceeding. Nevertheless, we cannot assure you that no such action will be brought.

·In June 2010, ANEEL approved the annual readjustment of our Retail Tariffs, increasing them by an average of 9.74%, of which 6.88% related to the tariff increase and 2.86% referred to an increase in recovery of deferred regulatory accounts (CVA). The readjustment became effective as of June 24, 2010. After giving effect to the recovery of Parcel A costs, the average effect of this tariff readjustment on our captive customers was an increase of 2.46%.

·In June 2011, ANEEL approved the annual readjustment of our Retail Tariffs, increasing them by an average of 5.55%, of which 5.77% related to the tariff increase and 0.22% referred to a decrease in recovery of deferred regulatory accounts (CVA). The readjustment became effective as of June 24, 2011. After giving effect to the recovery of Parcel A costs, the average effect of this tariff readjustment on our captive customers was an increase of 2.99%.

·In June 2012, ANEEL approved the third periodic review of our Retail Tariffs and the average impact of this review in the tariffs we charge our customers was a decrease of 0.65%.

·In January 2013, due to the enactment of 2013 Concession Renewal Law, we were subject to an extraordinary revision that has been approved by ANEEL. The average impact of this extraordinary review in the tariffs we charge our customers was a decrease of 19.28% which caused a reduction of approximately 14.4% in our distribution revenues since the difference was paid for with funds from the federal government.

·In June 2013, ANEEL approved the annual readjustment of our Retail Tariffs, increasing them by an average of 13.08%, of which 11.40% related to the tariff increase and 1.68% referred to an increase in recovery of deferred regulatory accounts (CVA). After giving effect to the recovery of Parcel A costs, the average effect of this tariff readjustment on our captive customers was an increase of 14.61%. However, Copel Distribuição requested a partial deferral of this adjustment, which was authorized by ANEEL and approved on July 9, 2013. The amount of R$255.9 million was therefore deferred, and will be included as a financial component in the 2014 annual readjustment. This deferral reduced the average effect of the tariff readjustment to 9.55%.

·In June 2014, ANEEL approved the annual readjustment of our Retail Tariffs, increasing them by an averageof 35.38%, of which 25.05% related to the tariff increase and 10.34% referred to an increase in recovery of deferred regulatory accounts (CVA). After giving effect to the recovery of Parcel A costs, the average effect of this tariff readjustment on our captive customers was an increase of 39.71%. However, Copel Distribuição requested a partial deferral of this adjustment, which was authorized by ANEEL and approved on July22, 2014. The amount of R$898.3 million was therefore deferred, and will be included as a financial component in the 2015 annual readjustment. This deferral reduced the average effect of the tariff readjustment to 24.86%.

·In March 2015, ANEEL approved an extraordinary revision due to a series of events that significantly impacted the distribution concessionaires’ costs, which were not originally foreseen in the 2014 Retail Tariff increase, such as the increase of Itaipu tariffs (46.14%) and high prices to purchase energy in recent energy auctions. Copel Distribuição’s average tariff revision approved by ANEEL was 36.79% starting from March 02, 2015. Of this total, 22.14% relatesto CDE Account chargesthat have been passed to customers and14.65% relates to (i) Itaipu’s tariff increase and (ii) thehigh prices paid by us to purchase energy in recent energy auctions that have been passed to customers.

In January 2013, due to the enactment of 2013 Concession Renewal Law, we were subject to an extraordinary revision that has been approved by ANEEL. The average impact of this extraordinary review in the tariffs we charge our customers was a decrease of 19.28% which caused a reduction of approximately 14.4% in our distribution revenues since the difference was paid for with funds from the federal government.

·

In June 2013, ANEEL approved the annual revision of our Retail Tariffs, increasing them by an average of 13.08%, of which 11.40% related to the tariff increase and 1.68% referred to an increase in recovery of deferred regulatory accounts (CVA). After giving effect to the recovery of Parcel A costs, the average effect of this tariff readjustment on our Captive Customers was an increase of 14.61%. However, Copel Distribuição requested a partial deferral of this adjustment, which was authorized by ANEEL and approved on July9, 2013. The amount of R$255.9 million was therefore deferred, and to be included as a financial component in the 2014 annual revision. This deferral reduced the average effect of the tariff adjustment to 9.55%.

·

In June 2014, ANEEL approved the annual adjustment of our Retail Tariffs, increasing them by an averageof 35.38%, of which 25.05% related to the tariff increase and 10.34% related to an increase in recovery of deferred regulatory accounts (CVA). After giving effect to the recovery of Parcel A costs, the average effect of this tariff adjustment on our Captive Customers was an increase of 39.71%. However, Copel Distribuição requested a partial deferral of this adjustment, which was authorized by ANEEL and approved on July22, 2014. The amount of R$898.3 million was therefore deferred, and to be included as a financial component in the 2015 annual readjustment. This deferral reduced the average effect of the tariff revision to 24.86%.

·

In March 2015, ANEEL approved an extraordinary revision due to a series of events that significantly impacted the distribution concessionaires’ costs, which were not originally foreseen in the 2014 Retail Tariff increase, such as the increase of Itaipu tariffs (46.14%) and higher prices to purchase energy in recent energy auctions. Copel Distribuição’s average tariff revision approved by ANEEL was 36.79% starting from March 02, 2015. Of this total, 22.14% relatedto CDE Account chargesthat have been passed to customersand 14.65% relates to (i) Itaipu’s tariff increase and (ii) thehigher prices paid by us to purchase energy in recent energy auctions that have been passed to customers.

 

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·

In June 2015, ANEEL authorized theannual revision of Copel Distribuição’s tariff to final customers, increasing them by an average of 15.32%, of which (a) 20.58% related to the inclusion of the financial components, which will be recovered in the 12 months subsequent to the adjustment (including the amount of R$935.3 million corresponding to the deferrals in 2013 and 2014), (b) 0.34% related to the restatement of Portion B, (c) (3.25)% related to the adjustment of Portion A, and (d) (2.35)% reflected the removal of the financial components from the previous process. The adjustment was fully applied to Copel Distribuição’s tariffs as of June 24, 2015.

·

In June 2016, ANEEL approved the fourth periodic review of our Retail Tariffs, decreasing them by 12.87%, of which: (1.73)% related to the inclusion of financial components; 4.48% due to the update of Portion B; (2.57)% related to the update of Portion A; and (13.05)% reflecting the removal of the financial components of the previous tariff process.

·

In March 2017, ANEEL approved an extraordinary tariff revision to correct the amount unduly included in the tariffs for captive consumers in 2016. The return corresponded to the energy that was to be generated by the Angra III power plant; however, the plant was not yet in commercial operation. The refund of the amount charged the most was made in a single installment during the month of April 2017, and, as of May 2017, the tariffs were adjusted to disregard the amount that was being charged. The decision, of extraordinary character, affected 90 distributors of electric power of the country. Copel's retail tariff was reduced by an average of 11.8% during April 2017, and in May 2017, the tariff was close to its previous value, retaining an average discount of 1.27% until June 2017.

·

In June 2017, ANEEL approved the annual revision of our Retail Tariffs, increasing them by an average of 3.13%, of which 3.86% related to the tariff increase and (0.73)% related to the inclusion of financial components.After the removal of the financial components of the previous tariff process, the average effect of this tariff adjustment on our Customers was an increase of 5.85%.

Purchase and Resale of Energy

Our distribution business purchases energy from generation companies and resells this energy to Final Customersfinal customers at regulated rates. For more information, see “Item 4. Information on the Company— Business—Generation” and “Item 4. Information on the Company—Business—Purchases”. Our major long-term contracts or purchase obligations are described below.as follows.

·

We purchase energy from Itaipu at prices that are determined based on the Itaipu project’s costs, including servicing its U.S. dollar-denominated debt. In 2017, our electricity purchases from Itaipu amounted to R$1,124.8 million;

·

Our distribution business is required to purchase a large portion of its energy needs from the regulated market. For more information, see “Item 4. Information on the Company — The Brazilian Electric Power — Industry — Auctions in the Regulated Market”.

·We purchase energy from Itaipu at prices that are determined based on the Itaipu project’s costs, including servicing its U.S. dollar-denominated debt. In 2014, our electricity purchases from Itaipu amounted to R$756.1 million.

·Our distribution business is required to purchase a large portion of its energy needs from the regulated market. For more information, see “Item 4. Information on the Company — The Company — Distribution — Auctions in the Regulated Market”.

Under current legislation, the amount that our distribution business charges Final Customers is composed of two fees: a fee for the actual energy consumed and a fee for the use of our distribution grid. Since the regulated rates at which our distribution business sells energy to Final Customersfinal customers are substantially the same as the rates at which it purchases energy (after accounting for deductions and the cost of energy purchased for resale), our distribution business does not generate operating profit from the sale of electricity to Final Customers.final customers. Rather, our distribution business generates operating profit principally by collecting tariffs for the use of our distribution grid.

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Impact of the CRC Account

One of our most significant assets consists of the obligations of the State of Paraná under an agreement that was last amended in January 2005.October 2017. These obligations derive from amounts we were entitled to recover under a prior regulatory regime, and as a result they are referred to as the recoverable rate deficit account or “CRC Account” (Conta de Resultados a Compensar). As of December 31, 2014, the outstanding balance of the CRC Account was R$1,344.1 million. The balance is adjusted for IGP-DI, bearsplus interest at 6.65%, per year, and is payable in monthly installments until April 2025. If the State of Paraná fails to make payments on a timely basis, we may apply dividends we owe to the State of Paraná in its capacity as our shareholder against amounts it owes us under the CRC Account agreement.

In June 2016, as per the request of the Paraná State Government, our Board of Directors approved an amendment to the CRC Agreement, contingent upon the approval of the Brazilian Department of Treasury, comprising: (i) a grace period from April 2016 to December 2016, in which no principal and interest amounts were paid under the CRC Agreement; and (ii) a grace period from January 2017 to December 2017, in which amounts corresponding exclusively to the interest were paid monthly, but no principal amounts were paid. All other provisions of the CRC Agreement were  maintained as they were, including the maintenance of the current correction and interest rates, thus not affecting the global net present value of such agreement.

The Company and the State of Paraná formalized the above-mentioned amendment on October 31, 2017, after the consent from the Brazilian Department of Treasury.The State of Paraná complied with the agreed terms of such amendment and made monthly interest payments until December 2017.As of December 31, 2017, the outstanding balance of the CRC Account was R$1,516.4 million.

As of January 1, 2018, there were 88 monthly installments left. For additional information, see Note 8 to our audited consolidated financial statements.

Special Obligations

The contributions received from the federal government and our customers exclusively for investment in our generation assets, transmission and distribution grid are named as special obligations. We record the amount of these contributions on our statement of financial position as a reduction of our intangible and financial assets, under the caption “special obligations”, and, upon the conclusion or termination of the operating concession granted to us, the amount of these contributions is offset against intangible and financial assets. The amount we recorded as special obligations as of December 31, 20142017 was R$224.02,871.5 million as a reduction of intangible assets and R$2,269.079.5 million as a reduction of financial assets.

Restatements

We have restated our financial statements for the fiscal year ended December 31, 2015 and December 31, 2016, to correct our accounting for an investment made by our subsidiary UEG Araucária Ltda., and we have identified material weaknesses in our internal control over financial reporting.  For additional information, see Note 4.1 to our audited consolidated financial statements and “Item 15. Controls and Procedures”.

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Critical Accounting PoliciesCRITICAL ACCOUNTING POLICIES

In preparing our financial statements, we make estimates concerning a variety of matters as referred to in Note 2.43.4 to our audited consolidated financial statements. Some of these matters are highly uncertain, and our estimates involve judgments we make based on the information available to us. We have discussed in “Overview” above certain accounting policies relating to regulatory matters. In the discussion below, we have identified several other matters for which our financial information would be materially affected if either (i) we reasonably used different estimates or (ii) in the future we change our estimates in response to changes that are reasonably likely to occur.

The discussion below addresses only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact if we used a different estimate. There aremanyare many other areas in which we use estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to our financial presentation. Please see Note 2.43.4 to our audited consolidated financial statements included herein for a more detailed discussion of the application of these and other accounting policies.

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Property, Plant and Equipment

 

We have adopted the deemed cost methodology to determine the fair value of Copel Geração e Transmissão’s property, plant and equipment, specifically for the generation business as of the date of transition of our financial statements to IFRS (January 1, 2009). These assets are depreciated according to the linear method based on annual rates set forth and reviewed periodically by ANEEL, which are used and accepted by the market as representative of the economic useful life of the assets related to concession’s infrastructure, limited to the term of said concession, when applicable. The estimated useful life, the residual amounts, and depreciation are reviewed as of theeach reporting date, and the effect of any changes in estimates is recorded prospectively.

Accounting for concession arrangements

We account for our concession agreements for transmission and distribution business in accordance with IFRIC 12 - Service Concession Agreements.

IFRIC 12 establishes that electric energy utilities should record and measure revenues according to IAS 11 - Construction Contracts and IAS 18 - Revenues, even when governed by a single concession agreement. When we make investments in the infrastructure used in the power transmission and distribution services we perform pursuant to our concession agreements, we capitalize these investments as intangible assets and financial assets, and we recognize construction revenue and construction costs in connection with these investments. Intangible assets represent the right to access and to operate infrastructure that is provided to us or that we build or acquire as part of the concession agreement. The value of intangible assets is determined based on construction fair value, reduced by the corresponding estimated financial assets, described in greater detail below, and by any accumulated amortization and impairment losses, when applicable. The amortization pattern for intangible assets reflects our estimate of our future economic benefits from these assets, limited to the term of the concession. These intangible assets are amortized according to the lesser of (i) the remaining useful life of the asset or; (ii) the time remaining until the end of the concession term.

We calculate the value of financial assets related to our distribution business based on our distribution concession arrangements. These financial assets represent our understanding of our unconditional right to receive cash payments upon expiration of the concession from the grantor, as set forth in our concession agreements. These cash payments are designed to compensate us for the investments we make in infrastructure and that are not recovered through the collection of tariffs from users.

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Financial assets related to our distribution business do not have determinable cash flows, since we operate under the assumption that the value of the cash payments we will receive from the grantor upon expiration of a concession will be based on the replacement cost of the concession assets. Since these financial assets do not fit into any other category of financial assets under IFRS, they are classified as “available for sale”. The cash flows related to these assets are determined taking into account the replacement cost of PPE, which is known as the Regulatory Compensation Basis (Base de Remuneração Regulatória or BRR), and is defined by ANEEL. The return on these financial assets is based on the regulatory weighted average cost of capital approved by ANEEL in the periodic rate review process carried out every four years.

We calculate the value of the financial assets related to our transmission business based on: (i) revenues from tariffs based on the construction of transmission infrastructure for use by system users; (ii) revenues from tariffs based on the operation and maintenance of infrastructure assets related to our concessions; and (iii) the financial return on these assets that is guaranteed by ANEEL and that is not otherwise recovered through tariffs by the end of the concession term. Because the aggregate transmissiontariffstransmission tariffs we collect are calculated entirely based on the infrastructure assets that we make available to system users as a whole, they are not subject to demand risk, and are therefore considered guaranteed revenues. These revenues, which are calculated considering the entire term of the transmission concession, are known as Annual Permitted Revenues (Receita Anual Permitida or RAP). Users of this infrastructure are billed on a monthly basis for these amounts, pursuant to reports issued by the National System Operator (ONS). Upon expiration of the concession, the grantor is required to pay any uncollected amounts related to the construction, operation, and maintenance of infrastructure, as compensation for investments made and not recovered through tariffs. Because these financial assets do not have an active market and present fixed and determinable cash flows, they are classified as “loans and receivables”. These financial assets are initially estimated based on their fair values, and are later measured according to the amortized cost calculated under the effective interest rate method.

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As described above, we recognized financial assets in connection with these transmission concessions. However, we renewed the Concession Agreement 060/2001 pursuant to the 2013 Concession Renewal Law, which required that we accept certain amendments to this concession contract. See “Item 4. Information on the Company—Concessions.”Concessions”. One of the effects of these amendments is that we no longer recognize financial assets for concessions renewed pursuant to the 2013 Concession Renewal Law, because the scope of the concession has been narrowed to cover only the maintenance and operation of the transmission facilities. As a result, the financial assets we had previously recognized for concessions that were renewed pursuant to the 2013 Concession Renewal Law were converted into a receivable, since the Granting Authority has an obligation to pay these amounts. OnAs of December 31, 2012, we estimated that we would receive R$160.2 million related to financial assets that were constituted before May 2000, and we included this amount in our accounts receivable, in addition to the agreed R$893.9 million related to financial assets constituted after May 2000. On December 31, 2014,2017, the amount recorded in “Accounts Receivable Related to the Concession Extension” account, totaled R$461.368.9 million, R$256.5 million lower thanrelates to the residual amount of generation assets, the concessions of which expired in December 31, 2013, due to amortizations in the period.2014 and 2015.

Generation concessions are deemed outside the scope of IFRIC 12 and are accounted for under other applicable IFRS.

In addition to our financial assets and intangible assets, under IFRS we also recognize construction revenues and construction costs for construction activities we perform in connection with our distribution and transmission concessions. Our distribution business outsources power distribution infrastructure construction. As a result, under IFRS we recognize construction costs and revenues in roughly the same amounts. In contrast, since our transmission business performs much of our transmission infrastructure construction, we recognize construction revenue in amounts that exceed construction costs. The resulting margin for our transmission business’ construction revenue was 1.65% in 20142016 and 2013,2017, and is calculated based on a methodology that takes into account business risk.

The determination of the amortization term of our intangible assets and the fair value of our financial assets in connection with our concession contracts is subject to assumptions and estimates, and the use of different assumptions could affect the amounts we recognize. The estimated useful lives of the underlyingtheunderlying assets, as well as the rate of return of the financial assets also require significant assumptions and estimates. Different assumptions and estimates and changes in future circumstances could have a significant impact on our results of operations. Additional information on the accounting for intangible and financial assets arising from concession agreements is contained in Notes 3.74.3.9 and 3.124.6 to our audited consolidated financial statements.

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Revenue Recognition

We bill our residential, industrial and commercial customers monthly. Unbilled revenues from the billing date to month-end are estimated based on the prior month’s billing and recognized as revenue at the end of the month in which the service was provided. We read certain of our individual customers’ meters systematically throughout the month in order to estimate how much energy we have sold to individual customers as a group. At the end of each month, the amount of energy delivered to each customer since their last meter reading date is estimated and the corresponding unbilled revenue is determined based upon a customer’s daily estimated usage by class and applicable customer rates reflecting significant historical trends and experience. Differences between estimated and actual unbilled revenues, which have historically been insignificant, are recognized in the following month.

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Net Sectorial Financial Assets and Liabilities

Until 2009, the Brazilian accounting standards allowed distribution concessionaires to book the difference, if any, between the amounts that concessionaires were entitled to collect under their respective concession contracts and the amounts they actually collected, which are referred to as sectorial assets and liabilities. The positive or negative variations in these amounts were included in the tariffs in the following annual tariff adjustment. With the adoption of IFRS in 2010, these assets and liabilities were no longer recorded in the financial statements of distribution concessionaires.

As a result of an amendment to our distribution concession agreement as ofexecuted on December 31,10, 2014, we recognized on December 31, 2017, a financial assetliability in the amount of R$1,041.1283.5 million (financial liability of R$279.0 million in 2016), which represents our net balance of sectorial financial assets and liabilities. This amendment added a guarantee that, if the concession is extinguished for any reason, the residual amounts of items of Parcel A costs and other financial components that have not been recovered or returned via tariff shall be incorporated in the calculation of the indemnification amount by the granting authority. For more information, see Note 9 to the audited consolidated financial statements.

Impairment of Long-Lived Assets

Long-lived assets, primarily property, plants and equipment and intangible assets, comprise a significant amount of our total assets. We evaluate our long-lived assets and make judgments and estimates concerning the carrying value of these assets, including the amounts to be capitalized, the depreciation/ amortization rates and useful lives of these long-lived assets. The carrying values of these assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount is not recoverable. This requires us to make long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts require assumptions about the demand for our products and services, future market conditions and regulatory developments. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Our evaluation as of December 31, 2017, resulted in an impairment of our in service and in progress property, plant and equipment in the amounts of R$5.0 million and R$1,210.4 million, respectively (see Notes 19.1 and 19.9 of our consolidated financial statements).

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Electric Energy Trading Chamber – CCEE

For accounting purposes, we recognize costs and revenues related to purchases and sales of energy in the spot market based on our internal estimates, which are reviewed by the CCEE.

We claimed a credit based on energy purchased from Itaipu during the energy rationing period that occurred in 2001, when there was a significant difference between the purchase price of Itaipu energy and energy sold at a loss in the spot market. However, we may be required to contribute to the amounts owed by other energy companies under similar lawsuits, and as of December 31, 2014,2017, we had provisions of R$41.949.4 million to cover probable losses related to these other lawsuits.

Provision for Risks (Labor, Civil, Tax and Environmental Claims)

Our subsidiaries and we are party to certain legal proceedings in Brazil arising in the normal course of business regarding tax, labor, civil and environmental claims.

We account for risks based onProvisions are recognized when, and only when: (i) the determination thatCompany has a present obligation (legal or constructive) resulting from a past event, (ii) it is probable (i.e., more likely than not that a future event will confirmnot) that an asset has been impaired oroutflow of resources embodying economic benefits will be required to settle the obligation, and (iii) a liability has been incurred at the reporting date, andreliable estimate can be made of the amount of loss can be reasonably estimated.to settle the obligation. By their nature, risks will only be resolved when a future event or events occur or fail to occur, typicallyoccur. Typically such events will occur a number of years in the future. The evaluation of these risks is performed by our internal and external legal counsel. Accounting for risks requires significant judgment by management concerning the estimated probabilities, including classification as probable or possible losses and ranges of exposure to potential liability. Management’s assessment of our exposure to risks could change as new developments occur or more information becomes available. The outcome of the risks could vary significantly and could materially impact our consolidated results of operations, cash flows and financial position. The provision for contingencies, classified as probable losses, as of December 31, 20142017 amounted to R$1,546.61,512.1 million, of which R$291.8138.6 million was related to tax proceedings, R$755.1742.6 million was related to civil claims, R$326.2475.6 million was related to labor claims, R$114.589.4 million was related to employee benefits, andR$58.5R$64.3 million was related to regulatory proceedings and R$0.51.6 million was related to environmental claims.

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As of December 31, 2014,2017, we estimate that the total amount of claims against us, excluding disputes involving non-monetary claims or claims that cannot be evaluated in the current stage of proceedings, classified as possible losses, was approximately R$2,738.83,123.5 million, of which R$558.9360.3 million correspond to labor claims; R$107.120.3 million to employee benefits; R$18.5793.7 million to regulatory claims; R$698.11,091.1 million to civil claims; and R$1,356.2858.1 million to tax claims. For more information, see Note 2930 to theour audited consolidated financial statements.

Employee Retirement and Health Benefits

We sponsor a (i) defined-benefit pension plan and a (ii) defined-contributionvariable contribution pension plan covering substantially all of our employees. We have also established a health care plan for current and retired employees. We determine our obligations for these plans based on calculations performed by independent actuaries using assumptions that we provide about interest rates, investment returns, rates of inflation, mortality rates and future employment levels.levels (see the assumptions in Note 25.5.1 and the sensitivity analysis in Note 25.5.8 of our consolidated financial statements). These assumptions directly affect our post- employmentpost-employment benefits liability.

In 2014,2017, we recorded expenses in the amount of R$201.5237.6 million for our pension and health care plans. We estimate that we will incur expenses in the amount of R$143.298 million in 20152018 for our health care plans (according to actuarial calculations), plus the monthly costs of defined-contribution plans..

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Deferred Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using prevailing rates. We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to derecognize all or a significant portion of our deferred tax assets resulting in a substantial increase in our effective tax rate and a material adverse impact on our operating results. The taxes balances subject to the federal taxing department inspection are those constituted over the last five years. As of December 31, 2017 we have recognized deferred tax assets totaling R$1,882.6 million and have not considered any reduction for risk of recovery of such assets (see Note 13.2.1 to the consolidated financial statements).

Estimated losses for doubtful accounts

The estimated losses for doubtful accounts are recorded in amounts deemed sufficient by Copel’s senior management to cover potential losses on the realization of customer receivables and others whose recovery is considered unlikely. The estimated losses for doubtful accounts are recorded considering the history of losses and parameters recommended by ANEEL, based on the expectation of receivables from the main debtors, on the analysis of large debts in judicial recovery / bankruptcy, on amounts receivable from residential class customers overdue for more than 90 days, from commercial class customers overdue for more than 180 days and from industrial and rural customers, public authorities, public lighting and public utilities overdue for more than 360 days in addition to previous experience of actual losses. As of December 31, 2017, we recorded a provision for doubtful accounts in the amount of R$309.8 million (see Note 7.3 to our consolidated financial statements for further details including provisions and reversals).

 

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Analysis of Electricity Sales and Cost of Electricity PurchasedANALYSIS OF ELECTRICITY SALES AND COST OF ELECTRICITY PURCHASED

The following table sets forth the volume and average rate components of electricity sales and purchases for the years ended December 31, 2014, 20132017, 2016 and 2012:2015:

 

Year ended December 31,

Year ended December 31,

2014

2013

2012

2017

2016

2015

Electricity Sales

 

 

 

 

 

Sales to Final Customers

 

 

 

 

 

Average price (R$/MWh):(1)

 

 

 

 

 

Industrial customers(2)

180.95

151.77

170.81

Industrial customers(2)

254.45

246.25

231.79

Residential customers

305.85

260.52

245.86

335.71

338.80

361.03

Commercial customers

245.25

210.80

225.01

318.65

339.26

300.19

Rural customers

164.33

145.06

155.29

333.33

378.67

232.59

Other customers(3)

187.03

161.34

172.84

All customers(2)

224.79

190.91

200.81

Other customers(3)

262.23

268.98

237.18

All customers(2)

299.06

301.95

 278.05

Volume (GWh):

 

 

 

 

 

Industrial customers(2)

10,841

10,675

8,799

Industrial customers(2)

7,689

9,585

10,823

Residential customers

7,267

6,888

6,559

7,126

6,932

6,957

Commercial customers

5,482

5,086

5,058

4,847

5,108

5,542

Rural customers

2,252

2,081

2,025

2,257

2,180

2,256

Other customers(3)

2,382

2,278

2,211

All customers(2)

28,224

27,008

24,652

Total revenues from sales to Final Customers (millions of R$)

6,344

5,156

4,950

Other customers(3)

2,455

2,404

2,371

All customers(2)

24,374

26,209

27,949

Total revenues from sales to final customers (millions of R$)

7,691

7,914

7,771

Sales to distributors(4)

 

 

 

 

 

Average price (R$/MWh)(1)

292.96

135.65

102.07

Volume (GWh)(5)

14,920

14,242

15,910

Total revenues (millions of R$)

4,370.8

1,932.0

1,624.0

Average price (R$/MWh)(1)

183.98

146.93

233.02

Volume (GWh)(5)

17,263

18,213

15,910

Total revenues (millions of R$)

3,176

2,676

3,707.4

Electricity Purchases

 

 

 

 

 

Purchases from Itaipu

 

 

 

 

 

Average cost (R$/MWh)(6)

128.81

117.54

95.76

Volume (GWh)

5,870

5,193

5,256

Average cost (R$/MWh)(6)

188.41

182.91

263.89

Volume (GWh)

5,934

5,958

5,941

Percentage of total Itaipu production purchased

7.6

5.8

5.9

7.2

6.5

7.6

Total cost (millions of R$)(7)

756.1

610.4

503.3

Total cost (millions of R$)(7)

1,118.0

1,089.8

1,567.8

Purchases from Angra

 

 

 

 

 

Average cost (R$/MWh)

149.31

135.67

-

Volume (GWh)

1,046

1,050

-

Total cost (millions of R$)(7)

156.2

142.5

-

Average cost (R$/MWh)

226.49

221.25

169.55

Volume (GWh)

1,023

1,026

1,051

Total cost (millions of R$)(7)

231.7

227.0

178.2

Purchases from CCGF

 

 

 

 

 

Average cost (R$/MWh)

32.34

32.07

-

Volume (GWh)

1,315

1,272

-

Total cost (millions of R$)(7)

42.5

40.8

-

Average cost (R$/MWh)

61.55

66.19

34.11

Volume (GWh)

7.271

7,553

3,873

Total cost (millions of R$)(7)

447.5

499.9

132.1

Purchases from others(4)

 

 

 

 

 

Average cost (R$/MWh)

203.34

147.38

131.46

Volume (GWh)

16,692

15,645

17,529

Total cost (millions of R$)(7)

3,394.2

2,305.8

2,304.4

 

Average cost (R$/MWh)

342.37

202.27

267.10

Volume (GWh)

12,758

14,180

15,556

Total cost (millions of R$)(7)

4,368

2,868

4,155

                                                                         

(1) Average prices or costs have been computed by dividing (i) the corresponding revenues or expenses by (ii) MWh of electricity soldelectricitysold or purchased.

(2) Includes Free Customers outside Paraná.

(3) Includes public services such as street lighting, as well as the supply of electricity to government agencies, and our own consumption.

(4) Energy traded between Copel’s subsidiaries not included.

(5) Energy Reallocation Mechanism not included.

(6) Our purchases of electricity generated by Itaipu are stated in reais and paid for on the basis of a capacity charge expressed in U.S. dollars per kW plus a “wheeling” (or transportation) charge expressed in reais per kWh.

(7) See “Item 4. Information on the Company-Business—Generation” and “Item 4. Information on the Company—Business Purchases” for an explanation of our expenses relating to electricity purchases.

 

 

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Results of Operations for the Years Ended DecemberRESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 and 20122017, 2016 AND 2015

The following table summarizes our results of operations for the years ended December 31, 2014, 20132017, 2016 and 2012.2015.

Our consolidated financial statements present our operating costs of sales and services provided by function. However, in accordance with IFRS, Note 32 to the33 of our audited consolidated financial statements presents this information according to the nature of the operating cost or expense. For ease of understanding, the analysis below reflects the information presented by nature.

Year ended December 31,

Year ended December 31,

2014

2013

2012

2017

 

2016

Restated

 

2015

Restated

(R$ million)

          (R$ million)

Operating Revenues:

 

 

Operating Revenues(1):

 

 

 

Electricity sales to Final Customers:

4,371,2

3,344.6

2,625.5

4,681.5

5,231.5

5,746.9

Residential

1,429.6

1,074.1

782.3

1,381.7

1,371.2

1,804.7

Industrial

1,563.1

1,263.1

926.6

1,488.5

1,796.0

2,049.5

Commercial, services and other activities

838.3

626.9

573.8

904.5

1,065.2

1,156.0

Rural

260.8

165.1

148.9

511.4

584.5

339.3

Other classes

279.4

215.4

193.9

395.5

414.6

397.4

Electricity sales to distributors

4,370.8

1,932.3

1,623.5

3,176.4

2,676.1

3,707.4

Use of main distribution and transmission grid

2,237.5

2,029.0

2,830.6

3,617.9

3,976.6

2,388.5

Residential

793.0

720.3

830.3

1,010.5

977.4

707.0

Industrial

398.6

357.1

576.4

468.0

564.3

459.2

Commercial, services and other activities

506.2

445.3

564.3

640.0

667.7

507.7

Rural

109.3

136.8

165.6

241.0

241.0

185.4

Other classes

166.2

152.0

187.9

248.3

231.9

164.9

Interest income

403.8

854.1

116.1

Other distribution and transmission revenue

264.2

217.5

506.1

606.3

440.2

248.2

Construction revenues

1,279.0

1,076.1

749.8

868.0

1,279.7

1,196.3

Revenues from telecommunications

165.5

141.3

125.6

309.0

261.6

209.9

Distribution of piped gas

391.3

368.6

325.0

454.8

471.9

526.4

Sectorial financial assets and liabilities result

1,033.9

-

-

718.8

(1,079.7)

858.2

Other operating revenues

69.3

288.3

213.3

141.1

151.4

94.5

Fair value of assets from the indemnity for the concession

57.1

132.7

217.7

13,918.5

9,180.2

8,493.3

14,024.6

13,101.8

14,945.8

Cost of sales and services provided:

 

 

 

 

Electricity purchased for resale

(5,097.7)

(3,336.4)

(2,807.7)

(6,165.5)

(4,685.6)

(6,032.9)

Charge of main distribution and transmission grid

(384.9)

(407.3)

(772.4)

(712.0)

(866.2)

(919.8)

Personnel and management

(1,052.8)

(1,096.3)

(1,245.7)

(1,343.3)

(1,304.4)

(1,168.9)

Pension and healthcare plans

(201.6)

(176.2)

(182.9)

(237.6)

(259.8)

(254.3)

Material and supplies

(74.4)

(70.4)

(69.7)

(83.1)

(81.5)

(76.7)

Materials and supplies for power electricity

(150.9)

(27.2)

(25.5)

(97.4)

(33.4)

(199.3)

Natural gas and supplies for gas business

(1,469.8)

(295.7)

(247.8)

(309.5)

(325.4)

(1,176.1)

Third-party services

(424.5)

(423.5)

(408.9)

(521.5)

(550.5)

(519.5)

Depreciation and amortization

(629.9)

(603.2)

(549.9)

(731.6)

(708.3)

(676.5)

Accruals and provisions

(1,203.7)

(199.5)

(218.8)

(365.5)

(768.7)

(210.8)

Construction cost

(1,285.9)

(1,088.3)

(733.5)

(1,003.9)

(1,280.7)

(1,251.0)

Other costs and expenses

(392.5)

(343.6)

(238.0)

(414.0)

(414.8)

(426.1)

(12,368.6)

(8,067.6)

(7,500.8)

(11,984.9)

(11,279.3)

(12,911.9)

Equity in earnings of associates and joint ventures

160.0

113.6

6.7

101.7

166.4

87.6

Financial results

147.7

280.3

(26.7)

(748.4)

(594.7)

(427.7)

Profit before income tax and social contribution

1,857.6

1,506.5

972.5

1,392.9

1,394.2

1,693.8

Income tax and social contribution on profit

(522.0)

(405.1)

(246.0)

(274.7)

(519.7)

(532.2)

Net income for the year

1,335.6

1,101.4

726.5

1,118.3

874.5

1,161.6

Net income attributable to controlling shareholders

1,206.0

1,072.5

700.7

1,033.6

895.8

1,109.6

Net income attributable to non-controlling interest

129.6

28.9

25.8

84.7

(21.3)

52.0

Other comprehensive income

90.0

(129.1)

(30.5)

31.3

(57.2)

291.3

Comprehensive income

1,425.6

972.3

696.0

1,086.9

817.3

1,452.9

Comprehensive income attributable to controlling shareholders

1,297.2

943.4

550.7

1,002.4

838.5

1,400.4

Comprehensive income attributable to non-controlling interest

128.4

28.9

145.3

84.5

(21.2)

52.5

    

(1)The information contained herein reflects the restatement of the Income Statement of the years 2016 and  2015.

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Results of Operations for 20142017 Compared with 20132016

The information contained herein reflects the restatement of Financial Results and Net Income of the Income Statement of the year 2016. For more information see Note 4.1 of our Consolidated Financial Statements.

Operating Revenues

Our consolidated operating revenues increased by 51.6%,7.0% or R$4,738.3922.8 million, in 20142017 compared to 2013. R$2,438.5 million of this increase was due to2016. This result reflected an increase of R$1,798.5 million in the sectorial financial assets and liabilities; an increase of R$500.3 million in electricity sales to distributors; an increase of R$1,033.947.4 million was due to revenues fromsectorial financial assets and liabilities;in telecommunications revenues. These increases were partially offset by a decrease of R$1,026.6550.0 million was from an increase in electricity sales to Final Customers;final customers; a decrease of R$208.5411.6 million was from an increasein construction revenues; a decrease of R$358.6 million in revenues from the use of our main transmission grid; a decrease of R$202.975.7 million was from an increase in construction revenues; andfair value of the Indemnifiable Concession Assets; a decrease of R$46.917.1 million was from an increase in telecommunications revenues and distribution of piped gas. These increases were partially offset bygas; and a decrease of R$218.910.3 million in other operationoperating revenues.

Electricity Sales to Final Customers. Our revenues from electricity sales to Final Customers increaseddecreased by 30.7%10.5%, or R$1,026.6550.0 million, to R$4,681.5 million in 2014,2017 compared with R$5,231.5 million in 2016, primarily due to an increasea decrease of 24.9% in the average tariff paid by6.8% of total power consumption of our Final Customers, and an increase of 5.6%from 26,151 GWh in the volume of energy sold2016 to most classes of Final Customers.

The increase24,374 GWh in the volume of energy sold to Final Customers in 2014 compared with 2013 reflected an increase in the number of Final Customers in each category:2017, as follows:

·        The volume of electricity sold to residential customers increased by 5.5%2.8% in 20142017 compared to 2013. Of this2016. While there was an increase 3.5 p.p. was due to an increasedin number of customers and 1.5 p.p. was due to an increasedby 2.4%, the average consumption per residential customer. This increaseremained stable in consumption, in turn, was principally the result of the maintenance of the favorable economic conditions and higher temperatures in 2014.2017 compared to 2016.

·        The volume of electricity sold to industrial customers, including both captive customersCaptive Customers and Free Customers, increaseddecreased by 1.6%19.7% in 20142017 compared with 2013, primarilyto 2016. Primarily due to the growthincreasing migration of industrial customers to the free marketandthe country’s economic situation. The number of industrial customers decreased by 6.9% and the average consumption decreased by 39.2% in industrial production in the beverage, wood products and paper & pulp sectors in the State of Paraná.2017 compared to 2016.

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·        The volume of electricity sold to commercial customers, increasedincluding both Captive Customers and Free Customers, decreased by 7.8%4.2% in 20142017 compared with 2013. This2016. Despite the increase was mainly due to an increase of 9.1% in the number of commercial customers as well as higher temperaturesof 2.0%, the average of consumption decrease by 9.9% in 2014.2017 compared to 2016.

·        The volume of electricity sold to rural customers increased by 8.2%3.5% in 20142017 compared to 2013.2016. This increase is mainly due to the strongpositive performance of agribusiness in the State of Paraná and to an increase of 1.1%5.1% in the numberaverage consumption.

The decrease of rural customers during the period.total power consumption of our Final Customers was partially offset by an increase of 5.9% from June 2017 in the average tariff paid by Final Customers.

Electricity Sales to Distributors. Our revenues from electricity sales to distributors increased by 126.2%18.7%, or R$2,438.5500.3 million, to R$4,370.83,176.4 million in 20142017 compared with R$1,932.32,676.1 million in 2013.2016. This increase was mainly caused by (i) an increase in our revenues forfrom energy sold to distributors under Bilateral Agreements, which increased by 42.5%, or R$581.3 million, to R$1,947.9 million in 2017 from R$1,366.6 million in 2016; and (ii) an increase in our revenues from energy sold to distributors in the spot market (CCEE), which increased by R$2,439.0 million,43.1%, or 445.0%, from R$548.1324.6 million, to R$2,987.11,077.9 million in 2017 from R$753.4 million in 2016. This increase in CCEE revenues is a result of the activation of the Araucária Thermoelectric plant and higher prices in the spot market.

Use of main distribution and transmission grid. Our revenues from the use of main distribution and transmission grid decreased by 9.0%, or R$358.6 million, to R$3,617.9 million in 2017 compared to R$3,976.6 million in 2016. This decrease was mainly due to the recognition of the indemnification of assets related to the Existing System Basic Network (RBSE) which registered a revenue of R$361.2 million in 2017, compared to R$809.6 million in 2016, as disclosed in Note 10.4 of our Consolidated Financial Statements. For more information on the RBSE recognition, also see “Results of Operations for 2016 Compared with 2015 – Operating Revenues - Use of main distribution and transmission grid. This decrease in our revenues from the use of main distribution and transmission grid was partially offset by the result of the 4th tariff review cycle in June 2016, which increased the Parcel B in 22%. For more information about the calculation of the tariff review, seeItem 4. Information on the Company — The Brazilian Electric Power IndustryRates and Prices”.

Construction revenues. Our revenues from construction decreased by 32.2%, or R$411.6 million, to R$868.0 million in 2017 compared to R$1,279.7 million in 2016. This decrease was mainly due to reduced investments in infrastructure, reflecting the decrease in construction costs.

Fair value of assets from the indemnity for the concession. The fair value of our assets from the indemnity for the concession decreased 57.0%, or R$75.7 million, to R$57.1 million in 2017 compared to R$132.7 million in 2016. This decrease was mainly due to lower variation in the distribution concession agreement’s assets and the reduction of IPCA index, from 6.29% in 2016 to 2.95% in 2017.

Revenues from Telecommunications. Revenues from our telecommunications segment increased by 18.1%, or R$47.4 million, to R$309.0 million in 2017 compared to R$261.6 million in 2016, as a result of an increased number of customers in the retail market, notably in the internet broadband segment.

Distribution of Piped Gas. Revenues from the distribution of piped gas decreased by 3.6%, orR$17.1 million, to R$454.8 million in 2017 compared to R$471.9 million in 2016, reflecting the decrease in natural gas consumption by industrial clients by 13.1%. This decrease was partially offset by the activation of the Araucária TPP.

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Sectorial Financial Assets and Liabilities. Sectorial financial assets and liabilities registered a gain of R$718.8 million in 2017 compared to a loss of R$1,079.7 million in 2016. This positive variation of R$1,798.5 million was mainly due to the recognition of receivables resulting from the positive difference between the average price of the electricity purchased from Angra, CCGF and under the Availability Agreements and the coverage tariff average price, which in turn resulted from a lower average GSF and a higher average PLD.  For more information on this positive variation, see Note 9.2 of our Consolidated Financial Statements.

Other Operating Revenues. Other operating revenues decreased by 6.8%, or R$10.3 million, to R$141.1 million in 2017 compared to R$151.4 million in 2016, mainly due to a decrease in our revenues from penalties imposed on customers.

Cost of sales and services provided

Our consolidated costs of sales and services provided increased by 6.3% or R$705.6 million, to R$11,984.9 million in 2017 compared with R$11,279.3 million in 2016. The main factors leading to such increase in our cost of sales and services provided are as follows:

·

Electricity Purchased for Resale.Our expenses for purchasing energy for resale increased by 31.6%, or R$1,479.8 million, to R$6,165.4 million in 2017 compared to R$4,685.6 million in 2016. This increase was mainly due to: (i) an increase by 229.7%, or R$1,230.4 million, in the cost of energy purchased in the spot market in 2017 compared to 2016, and (ii) an increase by R$746.8 million in the cost of energy purchased pursuant to Bilateral Agreements, both mainly as a result of a lower average GSF (81.6% in 2017 versus 88.2% in 2016) and a higher average PLD in the period (R$318.15/MWh in 2017 versus R$92.35/MWh in 2016).

·

Charge of Main Distribution and Transmission Grid.Expenses we incurred for our use of the main distribution and transmission grid decreased by 17.8%, or R$154.2 million, to R$712.0 million in 2017 compared to R$866.2 million in 2016, mainly as a result of the lower costs with System Service Charges - ESS, in connection with the funds from the reserve electric energy (Coner) and of the charge of the reserve energy - EER, offset against the increase in costs of the basic network costs and transportation of energy, due to the effects of the indemnifications to the energy transmission companies.

·

Personnel and Management.Personnel and management expenses increased by 3.0%, or R$38.9 million, to R$1,343.3 million in 2017 compared to R$1,304.4 million in 2016, as a result of (a) wage increases of 1.63% as of October 2017 and 9.15% as of October 2016, and (b) the provision of R$53.4 million for the retirement incentive program (PDI).

·

Pension and Healthcare Plans. Pension and Healthcare expenses decreased by 8.5%, or R$22.2 million, to R$237.6 million in 2017, compared with R$259.8 million in 2016, arising from the effects of the actuarial valuation, calculated by the actuary hired.

·

Material and Supplies.Materials and supplies expenses increased by 2.0%, or R$1.7 million, to R$83.1 million in 2017 compared with R$81.5 million in 2016.

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·

Material and Supplies for Power Electricity. These expenses drastically increased 191.9%, or R$64.0 million, to R$97.4 million in 2017, compared to R$33.4 million in 2016, mainly as a result of the activation of TPP Araucaria in 2017, and the corresponding increase in natural gas purchases.

·

Natural Gas and Supplies for Gas Business.Expenses related to natural gas purchases decreased by 4.9%, or R$15.9 million, to R$309.5 million in 2017 compared to R$325.4 million in 2016, mainly as a result of a reduction in the demand of natural gas, which was partially offset by the activation of TPP Araucária.

·

Third-Party Services. Third-party services expenses decreased by 5.3%, or R$29.0 million, to R$521.5 million in 2017 compared with R$550.5 million in 2016, mainly due to the decrease in expenses with the maintenance of our electric system and with auditing and advisory services, offset against the increase in the communication, processing and data transmission services.

·

Depreciation and Amortization. Depreciation and amortization increased by 3.3%, or R$23.3 million, to R$731.6 million in 2017, compared to R$708.3 in 2016, mainly due to an increase in our non-current assets.

·

Accruals and Provisions.Accruals and provisions expenses decreased by 52.4% or R$403.2 million, to R$365.5 million in 2017 compared to R$768.7 million in 2016, mainly due to (i) the reversal of estimated impairment of assets of R$122.8 million in 2017, against an accrual of estimated impairment of assets of R$581.6 million in 2016; and (ii) a decrease in the provision for estimated losses with doubtful accounts in the amount of R$89.3 million. These decreases were partially offset by an increase in the provision for litigation of R$407.8 million in 2017 compared to 2016.

·

Construction Cost. Construction costs decreased by 21.6%, or R$276.9 million, to R$1,003.9 million in 2017 from R$1,280.7 million in 2016, mainly due to reduced investments in infrastructure, reflecting the completion of certain projects by Copel Distribuição in 2016 and 2017.

·

Other Costs and Expenses. Other costs and expenses decreased by 0.2%, or R$0.9 million, to R$414.0 million in 2017, compared to R$414.9 million in 2016. This decrease was mainly due to a non-operational gain of R$28.7 million arising from the sale of our stake in Sanepar.

Equity earnings of associates and joint ventures

Equity earnings of associates and joint ventures was R$101.8 million in 2017, a decrease of 38.9%, compared to R$166.4 million in 2016, mainly due to a decrease in the profits of our associate entities and joint ventures in 2017, in special due to the sale of our stake in Sanepar.

Namely, our equity method income for 2017 was: (i) loss of R$0.6 million from Dominó Holdings, compared with income of R$37.5 million in 2016; (ii) loss of R$9.5 million from Marumbi, compared with income of R$16.2 million in 2016; (iii) loss of R$8.9 million from Integração Maranhense, compared with income of R$15.9 million in 2016; (iv) R$57.4 million from Matrinchã, compared with R$41.9 million in 2016; (v) R$25.4 million, from Guaraciaba, compared with R$11.2 million in 2016; (vi) R$19.5 million from Mata de Santa Genebra, compared with a loss of R$2.6 in 2016; and (vii) R$17.0 million from Paranaíba, compared with R$12.8 million in 2016.

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Financial Results

We recognized an increase of financial losses by 25.9%, or R$153.8 million, to R$748.4 million of net financial losses in 2017, compared to a net financial loss of R$594.7 million in 2016. This increase in financial losses is primarily due to the decrease of our financial revenues by 22.6%, mainly as a result of deflation of financial indexes that update financial revenue and lower fees on late payments of energy generatedbills. This increase was partially offset by a decrease in our financial expenses by 3.4%.

Income Tax and Social ContributionExpenses

In 2017, our income tax and social contribution expenses decreased to R$274.7 million, reflecting an effective tax rate of 19.7% on our pretax income, compared to R$519.7 million and an effective tax rate of 39.7% on our pretax income in 2016. The decrease in our effective tax rate in 2017 compared to 2016 was primarily due to our enrollment in a special tax benefit program of the AraucáBrazilian Federal Tax Authority (Programa Especial de Regularização Tributária Thermal Power Plant, which we had leased– PERT da Secretaria da Receita Federal). For more information on such special tax benefit program, see Note 13.3.1 of our Consolidated Financial Statements.

Results of Operations for 2016 Compared with 2015

The information contained herein reflects the restatement of Operating Revenues of the Income Statement of the year 2015, and the restatement of Financial Results, and Net Income of the Income Statement of the year 2016 and 2015. For more information see Note 4.1 of our Consolidated Financial Statements.

Operating Revenues

Our consolidated operating revenues decreased by 12.3%, or R$1,844.1 million, in 2016 compared to Petrobras until January 31, 2014 (and we therefore did not recognize revenue for2015. This result reflected a decrease of R$1,937.9 million in the salesectorial financial assets and liabilities; a decrease of this energyR$1,031.4 million in 2013)electricity sales to distributors; a decrease of R$515.4 million in electricity sales to final customers; a decrease of R$85.0 million in fair value of the Indemnifiable Concession Assets; and a decrease of R$54.5 million in distribution of piped gas. These decreases were partially offset by an increase of R$1,588.1 million in revenues from the use of our main transmission grid; an increase of R$83.3 million in construction revenues; an increase of R$57.0 million in other operating revenues; and an increase of R$51.7 million in telecommunication revenues.

Electricity Sales to Final Customers. Our revenues from electricity sales to Final Customers decreased by 9.0%, or R$515.4 million, to R$5,231.5 million in 2016 compared with R$5,746.9 million in 2015, primarily due to (i) a decrease of 12.9% from June 2016 in the average tariff paid by Final Customers, and (ii) higher pricesa decrease of 6.2% of total power consumption of our Final Customers, from 27,949 GWh in 2015 to 26,209 GWh in 2016, as follow:

·The volume of electricity sold to residential customers decreased by 0.4% in 2016 compared to 2015. Despite the increase in the number of customers of 2.0%, the average consumption decreased by 2.3% in 2016 compared to 2015.

·The volume of electricity sold to industrial customers, including both Captive Customers and Free Customers, decreased by 11.4% in 2016 compared with 2015. Primarily due to the negative economic conditions in Brazil, the number of industrial customers decreased by 7.1% and the average consumption decreased by 4.7% in 2016 compared to 2015.

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·The volume of electricity sold to commercial customers, including both Captive Customers and Free Customers, decreased by 7.8% in 2016 compared with 2015. This decrease was mainly due to a decrease of 9.1% in the average of consumption.

·The volume of electricity sold to rural customers decreased by 3.4% in 2016 compared to 2015. This decrease is mainly due to the negative performance of agribusiness in the State of Paraná.

Electricity Sales to Distributors. Our revenues from electricity sales to distributors decreased by 27.8%, or R$1,031.4 million, to R$2,676.1 million in 2016 compared with R$3,707.4 million in 2015. This decrease was mainly caused by a decrease in our revenues from energy sold to distributors in the spot market (CCEE), which decreased by R$1,399.6 million, or 64.8%, to R$759.9 million in 2014 compared to 2013.2016 from R$2,159.4 million in 2015. This decrease in CCEE revenues is a result of the non-activation of Araucária Thermoelectric plant  and lower prices in the spot market.

Use of main distribution and transmission grid. Our revenues from the use of main distribution and transmission grid increased by 10.3%66.5%, or R$208.51,588.1 million, to R$2,237.53,976.6 million in 20142016 compared withto R$2,029.02,388.5 million in 2013.2015. This increase was principally due to: (i) tariff increases applied by Copel Distribuição, (ii) growth of 5.3% into the volume of energy that passed through our distribution grid, and (iii) adjustmentrecognition of the Permitted Annual Revenueindemnification of assets related to the Existing System Basic Network (RBSE), which registered a revenue of R$809.6 million in 2016, as disclosed in Note 10.4 of our transmission assets to reflect inflationConsolidated Financial Statements. It also reflected the result of the 4th tariff review cycle in June 2016, which increased the Parcel B by 22%. For more information about the calculation of the tariff review, seeItem 4. Information on the Company — The Brazilian Electric Power Industry” and operations of new transmission assets.“Item 5. Overview — Rates and Prices”.

Construction revenues. Our revenues from construction increased by 18.9%7.0%, or R$202.983.4 million, to R$1,279.01,279.7 million in 20142016 compared with R$1,076.11,196.3 million 2013.2015. This increase was mainly due to anincreasean intensification of construction efforts occurred in improvements we made to2016 aimed at improving our distribution and transmission infrastructureinfrastructure.

Fair value of assets from the indemnity for the concession.In 2016, we reviewed our accounting policy and reclassified the gains on “Fair Value of the Indemnifiable Concession Asset”, from financial income to operating revenue, as we believe that this reflects a more appropriate accounting approach for the distribution segment. For more information, see Note 4.1 of our Consolidated Financial Statements. This reclassification resulted in a restatement of the Income Statement of the years end 2014 compared with 2013.and 2015. An amount of R$217.7 million was reclassified from financial income to operating revenue in 2015. In 2016 we recognized a gain of R$132.7 million, resulting in a decrease of 39%, or R$85.0 million. This decrease reflects the renewal of one of our concession agreements in 2015 and, therefore, a reduction in the balance of “Accounts Receivable Related to the Concession” as a result of the transfer of part of its balance to “Intangible Assets”.

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Revenues from Telecommunications. Revenues from our telecommunications segment increased by 17.1%24.6%, or R$24.251.7 million, to R$165.5261.6 million in 20142016 compared to R$141.3209.9 million in 2013, primarily due to2015, as a result of an increased number of customers. In 2014,customers in the customer base increased by 173%, to 21,761retail market, notably in December 2014 from 8,270 in December 2013.the internet broadband segment.

Distribution of Piped Gas. Revenues from the distribution of piped gas increaseddecreased by 6.2%10.4%, or R$22.754.5 million, in 20142016 compared to 2013, primarily due to2015, reflecting the  non-activation of the Araucária TPP and a 7.0% tariff adjustmentdecrease in March 2014.gas consumption by industrial clients. This decrease was partially offset by a 10.4% increase in gas prices.

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Sectorial Financial Assets and Liabilities. In 2014, we recognized net revenue of R$1,033.9 million related to our sectorialSectorial financial assets and liabilities registered a loss of R$1,079.7 million in 2016, compared to a gain of R$858.2 million in 2015. This negative variation of R$1,937.8 million was primarily due to an amendmentthe amortization (as a result of tariff rebalance that occurred in 2016) of (a) the balance recorded in 2015 as Sectorial Assets as a result of a deferral to 2013 and 2014 to our distribution concession contract, which clarified that if this concession is extinguishedin the tariff increase for any reason, our Parcel A costsCaptive Customers, (b) the balance recorded as a result of the exchange rate variation of the Itaipu power purchase agreement, and certain other financial components that we have not recovered shall be recoverable through indemnification by(c) the granting authority. A subsequent CVM resolution madebalance of the recognition of revenues related to these financial assets or liabilities mandatory.CDE Account.

Other Operating Revenues. Other operating revenues decreasedincreased by 75.9%60.2%, or R$219.057.0 million, to R$69.3151.4 million in 20142016 compared withto R$288.394.4 million in 2013,2015, mainly due lower rentalto revenue from leases and rentals and income due to the termination on January 31, 2014 of the lease agreement with Petrobras for Araucária Thermal Power Plant.from telecom services rendered in 2016 (other than broadband internet).

Cost of sales and services provided

Our consolidated costs of sales and services provided increaseddecreased by 53.3%12.6% or R$4,301.01,632.6 million, to R$12,368.611,279.3 million in 2014 (including amounts recognized as other operating expenses)2016 compared with R$8,067.612,911.9 million in 2013.2015. The following weremain factors leading to the principal factors in the increasedecrease of our costscost of sales and services provided:provided are as follows:

·        

Electricity Purchased for Resale.Our costs for the energy we purchased for resale increased by 52.8%, or R$1,761.3 million, to R$5,097.7 million in 2014 compared with R$3,336.4 million in 2013. This increase was most significantly affected by higher energy acquisition costs from auctions in the regulated market arising from (a) increased prices for new agreements, (b) the effect of increased thermal power production on new and existing agreements and (c) inflation adjustments on existing agreements. This increase also reflected: (i) higher acquisition costs of energy in the spot market by our distribution business due to involuntary spot market exposure, which was partially offset by resources obtained from the CDE Account and ACR Account, which totaled R$1,253.4 million in 2014; and (ii) higher acquisition costs for energy purchased by our generation business due to reductions in guaranteed energy, reflecting poor hydrological conditions in 2014 compared to 2013.

·Charge of Main Distribution and Transmission GridOur expenses for purchasing energy for resale decreased by 22.3%, or R$1,347.3 million, to R$4,685.6 million in 2016 compared with R$6,032.9 million in 2015. This decrease was mainly due to: (a) a reduction of R$478.0 million in the cost of energy purchased from Itaipu in 2016 compared to 2015, notably due to the reduction in the tariffs (US$25.78/kWh in 2016 versus US$38.07/kWh in 2015) and the appreciation of real against the U.S. dollar; (b) a reduction of 15.5% in the cost of energy purchased in the regulated market, from R$3,812.5 million in 2015 to R$3,220.5 million in 2016, notably due to a reduction in the exposure of contracts entered in the regulated market; and (c) a lower PLD in the period (R$92.35/MWh in 2016 versus R$282.71/MWh in 2015). Expenses we incurred for our use of the main distribution and transmission grid decreased by 5.5%, or R$22.4 million, to R$384.9 million in 2014 compared with R$407.3 million in 2013, mainly due to EER resources of R$232.7 million from the CONER (Reserve Energy Account) refunded to us, partially offset by (i) increased costs arising from new transmission assets going into operation in 2014 and (ii) a 17.1% annual transmission tariff adjustment.

·Accruals and Provisions. Accruals and provisions expenses increased by 503.4% or R$1,004.2 million in 2014, to R$1,203.7 million in 2014 compared with R$199.5 million in 2013. This increase was most significantly a result of the recognition of R$807.3 million in impairment of generation assets (particularly HPP Colíder), reflecting a reduction in expected future cash flows of these assets principally due to (a) delays in construction of projects, mainly due to environmental restrictions and (b) increased potential exposure to the spot market due to deteriorated hydrological conditions. This increase also reflected R$323.8 million in new litigation provisions in 2014, primarily in connection with labor claims.

·

Charge of Main Distribution and Transmission Grid.Expenses we incurred for our use of the main distribution and transmission grid decreased by 5.8%, or R$53.6 million, to R$866.2 million in 2016 compared with R$919.8 million in 2015, mainly as a result of the decrease of ESS charges following a lower level of activity in thermoelectric plants in 2016.

·

Personnel and Management.Personnel and management expenses increased by 11.6%, or R$135.5 million, to R$1,304.4 million in 2016 compared with R$1,168.9 million in 2015, as a result of (a) wage increases of 9.15% as of October 2016 and 9.9% as of October 2015, and (b) the provision of R$44.3 million for the retirement incentive program (PDI).

·

Pension and Healthcare Plans.Pension and Healthcare expenses increased by 2.2%, or R$5.5 million, to R$259.8 million in 2016, compared with R$254.3 million in 2015.

·

Material and Supplies.Materials and supplies expenses increased by 6.3%, or R$4.8 million, to R$81.5 million in 2016 compared with R$76.7 million in 2015.

·

Material and Supplies for Power Electricity. These expenses decreased 83.3%, or R$165.9 million, to R$33.4 million in 2016, compared to R$199.3 million in 2015, mainly as a result of the non-activation of TPP Araucaria in 2016, and the corresponding reduction in natural gas purchases.

·

Natural Gas and Supplies for Gas Business.Expenses related to natural gas purchases decreased by 72.3%, or R$850.7 million, to R$325.4 million in 2016 compared withSectorial Financial Assets and Liabilities. Sectorial financial assets and liabilities registered aR$1,176.1 million in 2015, mainly as a result of the non-activation of TPP Araucária, causing a reduction in the demand of natural gas. Due to poor hydrological conditions in 2015, the generation of thermoelectric energy was higher than normal.

 

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·

Third-Party Services. Third-party services expenses increased by 6.0%, or R$31.0 million, to R$550.5 million in 2016 compared with R$519.5 million in 2015, mainly due to inflation indexation.

·

Depreciation and Amortization. Depreciation and amortization increased by 4.7%, to R$708.3 million in 2016, compared with R$676.5 million in 2015, mainly due to an increase in our non-current assets.

·

Accruals and Provisions.Accruals and provisions expenses increased by 264.6% or R$557.9 million, to R$768.7 million in 2016 compared with R$210.8 million in 2015, mainly due to the R$581.6 million impairment of generation and gas distribution assets.

·

Construction Cost.Construction costs increased by 2.4%, or R$29.7 million, to R$1,280.7 million in 2016 from R$1,251.0 million in 2015, mainly due the intensification of construction efforts which occurred in 2016 aimed at improving our distribution and transmission infrastructure.

·

Other Costs and Expenses. Other costs and expenses decreased by 2.7% or R$11.3 million, to R$414.8 million in 2016, compared with R$426.1 million in 2015. This decrease was mainly due to a non-operational gain of R$52.1 million arising from the change in the accounting technique for assessing our stake at Sanepar (from the equity method to fair value).

·Natural Gas and Supplies for Gas Business. Expenses related to natural gas purchases increased by 397.1%, or R$1,174.1 million, to R$1.469.8 million in 2014 compared with R$295.7 million in 2013. This increase resulted from the purchase of natural gas by Compagas, principally to supply the Araucária Thermal Power Plant.

·Personnel and Management.Personnel and management expenses decreased by 4.0%, or R$43.5 million, to R$1,052.8 million in 2014 compared with R$1,096.3 million in 2013, mainly due to (i) a decrease in provisions for severance pay related to our retirement incentive program and (ii) a reduction in 0.6% in workforce provisions, partially offset by (a) an increase in profit sharing and (b) wage increases of 7.0% as of October 2013 and 7.5% as of 2014.

·Material and Supplies for Power Electricity. These expenses increased 454.8%, or R$123.7 million, to R$150.9 million in 2014, compared to R$27.2 million in 2013, reflecting acquisition costs for coal for the Figueira Thermal Power Plant and natural gas for the Araucária Thermal Power Plant.

·Construction Cost.Construction costs increased 18.2%, or R$197.6 million, to R$1,285.9 million in 2014 from R$1,088.3 million in 2013. This increase reflects costs incurred in connection with improvements we made to our distribution and transmission infrastructure in 2014.

·Pension and Healthcare Plans.Pension and Healthcare expenses increased 14.4%, or R$25.4 million, to R$201.6 million in 2014, compared to R$176.2 million in 2013.

·Material and Supplies.Materials and supplies expenses increased by 5.7%, or R$4.0 million, to R$74.4 million in 2014 compared with R$70.4 million in 2013.

·Third-Party Services. Third-party services expenses increased 0.2%, or R$1.0 million, to R$424.5 million in 2014 compared with R$423.5 million in 2013, mainly due to lower expenses related to electrical system and consulting and audit services, partly offset by the higher costs in facility maintenance.

·Other Costs and Expenses. Other costs and expenses increased by 14.2% or R$48.9 million, to R$392.5 million in 2014, compared with R$343.6 million in 2013. This increase was mainly due to higher expenses on taxes related to the State REFIS (Tax Debt Refinancing Program) and tax indemnifications.

Equity earnings of associates and joint ventures

Equity earnings of associates and joint ventures was R$160.0166.4 million in 2014,2016, an increase of 40.8%90.0%, compared to R$113.687.6 million in 2013,2015, mainly due to higher equity income registered by our joint ventures. Equity investment reflectsan increase in the equity income or lossprofits of our associates and joint ventures. In 2014, this positive net result was mainly due to:associate entities in 2016. Namely, our equity method income for 2016 was: (i) income of R$60.843.1 million from Sanepar, compared with R$34.7 million in 2015; (ii) R$41.9 million from Matrinchã, compared with R$0.3 million in 2015; (iii) R$37.5 million from Dominó Holdings; (ii) income ofHoldings, compared with R$30.624.8 million in 2015; (iv) R$16.2 million from Matrinchã; (iii) income ofMarumbi, compared with R$13.1 million in 2015; (v) R$15.9 million from Sanepar; (iv) incomeIntegração Maranhense, compared with R$14.3 million in 2015; (vi) R$12.8 million from Parnaíba, compared with R$3.0 million in 2015; and (vii) R$11.2 million from Guaraciaba, compared with a loss of R$15.817.1 million in 2015; (viii) R$10.7 million from Guaraciaba; (v) income ofFoz do Chopim Energética, compared with R$10.112.0 million in 2015; (ix) R$8.1 million from Caiuá, compared with R$8.6 million in 2015; (x) R$7.9 million from Dona Francisca Energética; (vi) incometica, compared with a loss of R$8.51.1 million in 2015; (xi) R$7.4 million from Foz do Chopim; (vii) income ofCosta Oeste, compared with R$3.57.5 million in 2015; (xii) R$5.2 million from IntegraçãCantarera, compared with R$1.6 million in 2015; (xiii) R$4.3 million from Voltalia São Maranhense and (iii) incomeMiguel do Gostoso I, compared with a loss of R$3.299 thousand in 2015; (xiv) R$1.8 million from Paranaíba. This income wasTransmissora Sul Brasileira, compared with a loss of R$6.4 million in 2015.

Additionally, equity earnings of associates and joint ventures were partially offset by a loss of R$3.855.3 million from Sercomtel Telecomunicações.due to the recognition of a provision for the impairment of an investiment made by UEG Araucária Ltda. in a Multimarket Investment Fund, which hold shares of other investment funds that in turn invest in a private company, whose main asset is a real estate development. For more information see Note 4.1 of our audited consolidated financial statements.

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Financial Results

We recognized an increase of financial losses by 39.0%, or R$147.7167.0 million, to R$594.7 million of net financial incomelosses in 2014,2016, compared to a net financial incomeloss of R$280.3427.7 million in 2013. Financial income increased by 6.5%, or R$42.1 million,2015. This increase in 2014 compared to 2013,financial losses is primarily due to (i) increased inflation adjustments on accounts receivable related to our distribution concession, and (ii) increased income from financial investments, reflecting higher interest rates in the period.

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Financial expenses increased by 46.9%, or R$174.7 million, in 2014 compared to 2013, to R$546.8 million in 2014 from R$372.1 million in 2013, mainly due to the increase in debt charges, primarily related tomainly arising from the higher balance of financing and debentures. This result was partially offset by a new debenture issuance in 2014, as well as inflationdecrease of IGP-DI rate (IGP-DI) and interest rate adjustments.

the appreciation of the Real versus U.S. dollar.

Income Tax and Social ContributionExpenses

In 2014,2016, we recognized income tax and social contribution expenses of R$522.0519.7 million, reflecting an effective tax rate of 28.1%37.3% on our pretax income. The increase in our effective tax rate in 2016 compared to 2015 was primarily due to the increase in (a) the difference between actual profit and presumed profit booked in our controlled companies, which was the result of the commercial start-up of wind farms that use an alternative method to calculate income tax payments based on a presumed taxable income base (i.e., gross revenue multiplied by statutorily provided margin percentages), and (b) the Interest on Capital paid in 2016. In 2013,2015, we recognized income tax and social contribution expenses of R$405.1532.2 million, reflecting an effective tax rate of 26.9%31.1% on our pretax income.

Results of Operations for 2013 Compared with 2012

Operating Revenues

Our operating revenues increased by 8.1%, or R$686.9 million, in 2013 compared to 2012. R$719.1 million of this increase was from an increase in electricity sales to Final Customers, R$308.8 million was from an increase in electricity sales to distributors, R$326.3 million was from an increase in construction revenues and R$134.3 million was from an increase in telecommunications revenues, distribution of piped gas and other operation revenues. All these increases were partially offset by a decrease of R$801.6 million in the use of our main transmission grid.

Electricity Sales to Final Customers. Our revenues from electricity sales to Final Customers increased by 27.4%, or R$719.1 million, in 2013, due to an increase of 9.6% in the average tariff paid by Final Customers and an increase in the volume of energy sold to most classes of Final Customers. In addition, the annual tariff revision issued by ANEEL in June 2012 increased the percentage of revenues we book as electricity sales, compared to the percentage we book as charges for use of the distribution grid. In addition, Copel Geração and Transmissão sold 190.8% more energy to Free Customers.

The increase in the volume of energy sold to Final Customers in 2013 compared with 2012 reflected an increase in the number of Final Customers in each category.

·The volume of electricity sold to residential customers increased by 5.0% in 2013 compared to 2012. Of this increase, 3.9% was due to an increased number of customers and 1.1% was due to an increased average consumption per residential customer. This increase was principally the result of (i) above average temperatures, especially in the last quarter of 2013, which led to increased energy consumption, and (ii) sales of energy consuming products as a consequence of a greater availability of consumer credit.

·The volume of electricity sold to industrial customers, including both captive customers and Free Customers, increased by 21.3% in 2013 compared with 2012. This increase is the consequence of industrial growth in Paraná in 2013 (growth of 5.6%, compared to growth of 1.2% in Brazil) and Copel Geração e Transmissão’s strategy to allocate more energy for sales to Free Customers, including industrial customers in other states.

·The volume of electricity sold to commercial customers increased by 0.6% in 2013 compared with 2012. This increase is mainly due to an increased number of commercial customers and a general increase in retail sales in the concession area.

·The volume of electricity sold to rural customers increased by 2.8% in 2013 compared to 2012. This increase is mainly due to an increment of 2.7% of average consumption per rural customer and an increase of 0.1% in the number of rural customers during the period.

Electricity Sales to Distributors. Our revenues from electricity sales to distributors increased by 19.0%, or R$308.8 million, to R$1,932.3 million in 2013 compared with R$1,623.5 million in 2012. This increase was mainly caused by: (i) an increase in our revenues for energy sales to distributors in the spot market (CCEE), which increased by R$299.4 million, or 136.0%, from R$220.2 million to R$519.6 million, mainly due to higher prices paid by distributors for energy sold in the spot market (CCEE), and (ii) the increased volume of bilateral agreements which increased by 282.2% in 2013 compared to 2012,from 1,367 GWh to 5,233 GWh. This increase was partially offset by lower revenue from auctions in the regulated market, due to the maturity of long-term agreements in the regulated environment.

 

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Use of main distribution and transmission grid. Our revenues from the use of main distribution and transmission grid decreased by 28.3% or R$801.6 million, to R$2,029.0 million in 2013 compared with R$2,830.6 million in 2012. This decrease was principally due to: (i) the annual tariff revision issued by ANEEL in June 2012, which reduced the percentage of revenues we book as charges for use of the distribution grid, compared to the percentage of revenues we book as electricity sales to final customers; (ii) the renewal of our main transmission concession under the 2013 Concession Renewal Law, the result of which was a decrease of approximately R$188.7 million in our annual permitted revenue; and (iii) a periodic downward tariff revision of 0.7% on June 24, 2012 for the use of our distribution grid. These decreases were partially offset by an increase of 4.2% in our revenues from use of the distribution grid, due to an increase in the volume of energy that we distributed to final customers.

Construction revenues. Our revenues from constructions increased by 43.5% or R$326.3 million in 2013 compared with 2012. This increase was mainly due to an increase in improvements we made to our distribution and transmission infrastructure in 2013, compared with 2012.

Revenues from Telecommunications. Revenues from our telecommunications segment increased by 12.5% or R$15.7 million in 2013 compared to 2012, primarily due to an increased number of customers. The majority of these new clients were residential clients, which generate less revenue on average than corporate clients. In 2013, the customer base increased by 163.3%, to 8,270 in December 2013 from 3,141 in December 2012.

Distribution of Piped Gas. Revenues from distribution of piped gas increased by 13.4%, or R$43.6 million, in 2013 compared to 2012, mainly due to two upward tariff adjustments: 8.0% in August 2012 and 6.5% in March 2013.

Other Operating Revenues. Other operating revenues increased by 35.2% or R$75.0 million, to R$288.3 million in 2013 compared with R$213.3 million in 2012, mainly attributable to: (i) higher rental income from UEG Araucária, since part of the lease payment is variable, depending on how much energy UEG Araucária produces, and production increased in 2013 compared to 2012;(ii) revenue from financial compensation for unavailability of energy by certain generation companies of the increased cost of energy acquired by Copel Distribuição in the spot market after these generation companies failed to supply energy pursuant to sales agreements.

Cost of sales and services provided

Our costs of sales and services provided increased by 7.6% or R$566.8 million, to R$8,067.6 million in 2013 (including amounts recognized as other operating expenses) compared with R$7,500.8 million in 2012. The following were the principal factors in the increase of our costs of sales and services provided:

·Electricity Purchased for Resale. Our costs for the energy we purchased for resale increased by 18.8%, or R$528.7 million, to R$3,336.4 million in 2013 compared with R$2,807.7 million in 2012. This increase was mainly due to higher acquisition costs from auctions in the regulated market, from Itaipu (partially as a result of the appreciation in U.S. dollar), and in bilateral agreements, motivated by (i) higher costs from thermal power agreements, and (ii) inflation adjustments in long-term energy supply agreements. Costs from energy purchases in the spot market were partially offset by CDE funds, which totaled R$294.1 million in 2013.

·Charge of Main Distribution and Transmission Grid. Expenses we incurred for our use of the main distribution and transmission grid decreased by 47.3%, or R$365.1 million, to R$407.3 million in 2013 compared with R$772.4 million in 2012, mainly due to lower costs from charges for the use of the transmission system as a whole as a result of the 2013 Concession Renewal Law. In addition, we received R$319.6 million in CDE funds in 2013 to offset these costs.

LIQUIDITY AND CAPITAL RESOURCES

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·Personnel and Management. Personnel and management expenses decreased by 12.0%, or R$149.4 million, to R$1,096.3 million in 2013 compared with R$1,245.7 million in 2012, mainly due to (i) lower provisions for severance pay related to the Voluntary Redundancy Program, and (ii) lower expenses with compensation and related charges. This amount already includes the wage increases of 5.6% as of October 2012, 1.0% as of May 2013, and 7.0% in October 2013.

·Pension and Healthcare Plans. Pension and Healthcare expenses decreased 3.7%, or R$6.7 million, to R$176.2 million in 2013, compared to R$182.9 million in 2012. This decrease reflects the accrual of amounts related to the private pension and healthcare plans, reflecting the reduction in healthcare plan costs, in accordance with the actuarial calculation made by an independent actuary.

·Material and Supplies. Materials and supplies expenses increased by 1.0%, or R$0.7 million, to R$70.4 million in 2013 compared with R$69.7 million in 2012;

·Material and Supplies for Power Electricity. These expenses increased 6.7%, or R$1.7 million, to R$27.2 million in 2013, compared to R$25.5 million in 2012. This increase was mainly due to an increase in the unit cost of mineral coal purchased for the Figueira Thermoelectric Plant.

·Natural Gas and Supplies for Gas Business. Expenses related to natural gas purchases increased by 19.3%, or R$47.9 million, to R$295.7 million in 2013 compared with R$247.8 million in 2012. This increase was caused by an increase in the purchase price of natural gas acquired by Compagas from third-party suppliers. The increase of the purchase price of natural gas was mainly attributable to the effects of the recent devaluation of the Brazilian Real and an increase in the market price of oil, which influences the price of gas.

·Third-Party Services. Third-party services expenses increased 3.6%, or R$14.6 million, to R$423.5 million in 2013 compared with R$408.9 million in 2012, mainly due to higher expenses related to facilities maintenance, communications and data processing. This increase was partially offset by a decrease in the cost of consulting services.

·Accruals and Provisions. Accruals and provisions expenses decreased by 8.8% or R$19.3 million in 2013, to R$199.5 million in 2013 compared with R$218.8 million in 2012. This decrease was mainly due to (i) the reversal of tax provisions, and (ii) lower provisions for litigation related to civil and administrative claims.

·Construction Cost. Construction costs increased 48.8%, or R$354.8 million, to R$1,088.3 million in 2013 from R$733.5 million in 2012. This increase reflects costs incurred in connection with improvements we made to our distribution and transmission infrastructure in 2013.

·Other Costs and Expenses. Other costs and expenses increased by 44.4% or R$105.6 million, to R$343.6 million in 2013, compared with R$238.0 million in 2012. This increase was mainly due to (i) costs in connection with deactivation and disposal of assets in 2013, reflecting changes to ANEEL rules with respect to the accounting of assets and (ii) increased costs for use of hydrological resources, reflecting an increase in the volume of hydroelectric energy we produced in 2013 compared to 2012.

Equity earnings of associates and joint ventures

Equity earnings of associates and joint ventures was R$113.6 million in 2013, compared to R$6.7 million in 2012. Equity investment reflects the equity income or loss of our associates and joint ventures. In 2013, this positive net result was mainly due to: (i) income of R$96.6 million from Sanepar; (ii) income of R$10.3 million from Foz do Chopim; and (iii) income of R$9.0 million from Dona Francisca Energética, which was partially offset by a loss of R$13.6 million from Sercomtel Telecomunicações.

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Financial Results

We recognized R$280.3 million of net financial income in 2013, compared to a net financial expense of R$26.7 million in 2012. Financial income increased by 0.6%, or R$4.0 million, in 2013 compared to 2012, primarily due to inflation adjustments on indemnification payments related to the extension of our transmission concessions, which increased to R$84.6 million in 2013 compared with zero in 2012. This increase was partially offset by a reduction in inflation adjustments on account receivables related to our concessions, which decreased to R$108.2 million in 2013 compared with R$165.6 million in 2012, due to lower level of inflation in the period.

Financial expenses decreased by 44.9%, or R$302.9 million, in 2013 compared to 2012, to R$372.1 million in 2013 from R$675.0 million in 2012, mainly due to the non-recurring nature of the recognition of the remeasurement at fair value of Copel Distribuição’s financial assets in 2012, which generated a financial expense in 2012 of R$401.1 million.

Income Tax and Social Contribution

In 2013, we recognized income tax and social contribution expenses of R$405.1 million, reflecting an effective tax rate of 26.9% on our pretax income. In 2012, we recognized income tax and social contribution expenses of R$246.0 million, reflecting an effective tax rate of 25.3% on our pretax income.

Liquidity and Capital Resources

Our principal liquidity and capital requirements are to finance the expansion and improvement of our distribution and transmission infrastructure and to finance the expansion of our generation facilities.

We believe our working capital is sufficient for our present requirements and the next 12 months. Our other principal uses of cash are to dividends payments and debt servicing. Capital expenditures were R$2,464.52,206.9 million in 20142017 and R$1,955.43,651.2 million in 2013.2016. The following table sets forth a breakdown of our capital expenditures for the periods indicated. Our capital expenditures are focused on projects located in Brazil.

As of December 31, 2017, our Net Working Capital ended negative by R$408.1 million. As in previous years, our capital requirement will be financed by cash from our operations and by external financing, which will serve to offset commitments arising from the maturity of previous external financing.

Year ended December 31,

Year ended December 31,

2014

2013

2012

2017

2016

2015

(R$ million)

(R$ million)

Generation and transmission

758.4

478.7

988.2

Generation and transmission¹

1,389.1

 

2,129.5

 

948.5

Distribution

857.7

816.5

809.0

630.4

 

777.1

 

656.4

Telecom

107.5

74.1

79.9

241.1

 

193.8

 

105.7

Investment of associates and joint ventures

628.6

519.3

57.3

248.2

 

503.1

654.4

Araucária Thermoelectric Plant

32.7

19.4

1.7

0.7

 

20.4

3.7

Compagas

79.1

42.1

31.1

13.7

 

25.8

69.6

Elejor

0.5

5.3

2.3

1.5

1.3

Total

2,464.5

1,955.4

1,969.5

2,524.7

3,651.2

2,439.3

¹ Considers investment in projects 100% Copel GeT.

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Our total budgeted capital expenditures for our wholly-owned subsidiaries for 20152018 is R$2,476.92,928.6 million, of which:

·        R$1,042.2743.6 million is for generation and transmission, including R$345.198.7 million is for the construction of the Colíder Hydroelectric Plant, and R$158,571.7 million is for the construction of the Baixo Iguaçu Hydroelectric Plant;

·        R$784.7790.0 million is for distribution;our distribution business;

·        R$107.7340.2 million is for our telecommunication business;

·        R$536.81,051.4 million is for new businesses.our wind farms, including R$888.5 million for the construction of the Cutia Wind Farm Complex; and

·R$3.4 million is for other investments.

Our following subsidiaries also budgeted their own capital expenditures for 2015,2018, as described below:as follows:

·        Compagas: R$80.921.6 million;

·        Araucária: R$26.02.5 million; and

·        Elejor: R$12.311.4 million.

Historically, we have financed our liquidity and capital requirements primarily with cash provided by our operations and through external financing. Our principal source of funds in 20142017 was ouroperating activities. Net cash provided by financing activities was R$650.0 million in 2017, compared with R$535.6 million in 2016. Net cash provided by operating activities was R$1,091.4989.2million in 2017, compared with R$1,476.8 million in 2014, compared with R$1,337.6 million in 2013.2016. In 2015,2018, we expect to finance our liquidity and capital requirements primarily with cash provided by our operations and through debt financing from BNDES and in the Brazilian capital markets.

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As in prior years, we plan to make significant investments in future periods to expand and upgrade our generation, transmission and distribution businesses. In addition, we may seek to invest in other existing electric utilities, in communications services or in other areas, each of which may require additional domestic and international financing. Our ability to generate cash sufficient to meet our planned expenditures is dependent upon a variety of factors, including our ability to maintain adequate tariff levels, to obtain the required regulatory and environmental authorizations, to access domestic and international capital markets, and a variety of operating and other contingencies. We anticipate that our cash provided by operations may be insufficient to meet these planned capital expenditures, and that we may require additional financing from sources such as BNDES and the Brazilian capital markets.

ANEEL’s regulations require prior approval from ANEEL for any transfer of funds from our subsidiaries to us in the form of loans or advances. ANEEL approval is not required for cash dividends, as long as cash dividends do not exceed a dividend threshold (“Dividend Threshold”) equal to the greater of adjusted net income or income reserves available for distribution. The Dividend Threshold is established by Brazilian Corporate Law.

The cash dividends we have received from our subsidiaries have been historically sufficient to meet our cash flow requirements without exceeding the Dividend Threshold. As a result, we have not sought approval from ANEEL to receive either loans or advances from our subsidiaries or cash dividends from our subsidiaries in excess of the Dividend Threshold. We do not expect these restrictions on loans and advances and on cash dividends exceeding the Dividend Threshold to impact our ability to meet our cash obligations, since we expect cash dividends below the Dividend Threshold to be sufficient in the future.

Like other state-owned companies, we are subject to certain CMN restrictions on our ability to obtain financing from domestic and international financial institutions. CMN restrictions could limit our ability to accept bank financing but do not affect our ability to access the Brazilian and international capital markets, and do not restrict our access to banking financing for the purpose of repaying or refinancing debt.

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Our total outstanding loans and financing (including debentures) atas of December 31, 20142017 totaled R$6,054.49,830.5 million. Approximately R$71.289.3 million of the total debt outstanding atas of December 31, 20142017 was denominated in U.S. dollars. For more information on the terms of these loans and financings, including reference to their specific maturity dates and interest rate structure, see Notes 2223 and 2324 to our audited consolidated financial statements. We are not subject to seasonality with respect to our borrowing requirements. Our major loans and financing arrangements are:

Banco do Brasil:

·        We have R$1,558.51,388.4 million of outstanding debt with Banco do Brasil (not including the debentures listed above)listed), consisting of financings we contracted to pay debentures issued in 2002, 2005 and 2006, as well as a September 2010 fixed-rate credit agreement.increase our working capital.

Debentures:

·        On October 30, 2012, Copel DistribuiçãoIn June 2013, Compagas issued R$1,000.062.6 million in five-yearof simple non-convertible debentures, allsingle series, of which were subscribed for by Banco do Brasil S.A. These debentures havethe floating type, private issue, with an interest rate equal to CDI + 0.99%TJLP index +2.7% per year, with semiannual interest payments. As of December 31, 2014, we had an aggregate balance of R$1,019.0 million of debt related to this issuance;

·On May 2014, Copel Holding issued R$1,000 million of non-convertible debentures, with an interest rate of 115.5% of the CDI index per year and with a five year maturity and payment of interest on a semesterquarterly basis. As of December 31, 2017, we had an aggregate balance of R$19.2 million of outstanding debt related to these debentures;

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·

In September 2013, Elejor issued R$203.0 million of non-convertible debentures, with an interest rate of 101.0% of the CDI index per year, with a five year maturity and payment of interest on a monthly basis. As of December 31, 2017, we had an aggregate balance of R$30.4 million of outstanding debt related to these debentures;

·

In May 2014, Copel Holding issued R$1,000.0 million of non-convertible debentures, with an interest rate of 111.5% of the CDI index per year and with a five year maturity and payment of interest on a semester basis. As of December 31, 2017, we had an aggregate outstanding balance of R$672.5 million;

·

In May 2015, Copel GeT issued R$1,000.0 million in five-year non-convertible debentures, with an interest rate of 113% of the CDI index per year and payment of interest on an annual basis. As of December 31, 2017, we had an aggregate balance of R$1,059.8 million of outstanding debt related to these debentures;

·

In October 2015, Copel Telecom issued R$160.0 million in ten-year non-convertible debentures. These debentures have an interest rate equal to IPCA index + 7.96% per year, a five-year maturity and payment of interest on an annual basis. As of December 31, 2017, we had an aggregate balance of R$184.5 million of outstanding debt related to these debentures;

·

In March 2016, Nova Asa Branca I, Nova Asa Branca II, Nova Asa Branca III, Nova Eurus IV and Ventos de Santo Uriel Wind Farms issued R$300.8 million in non-converstible debentures, with sixteen-year maturity and payment of interest on monthly basis. The interest rate of TJLP index + 2.02% per year is applicable to R$147.6 million and IPCA index + 9.87% per year is applicable to R$153.2 million. As of December 31, 2017, we had an aggregate balance of R$281.4 million of outstanding debt related to these debentures;

·

In April 2016, Compagas issued R$33.6 million of simple non-convertible debentures, single series, of the floating type, private issue, with an interest rate equal to TJLP index + 2.17% per year, with a five-year maturity and payment of interest on a quartely basis. As of December 31, 2017, we had an aggregate balance of R$23.5 million of outstanding debt related to these debentures;

·

In July 2016, Copel GeT issued R$1,000.0 million of three-year non-convertible debentures, with an interest rate of 121% of the CDI index per year and payment of interest on an annual basis. As of December 31, 2017, we had an aggregate balance of R$1,037.6 million of outstanding debt related to these debentures;

·

In October 2016, Copel Distribuição issued R$500.0 million of non-convertible debentures, with an interest rate of 124% of the CDI index per year, with a three years maturity and payment of interest on an annual basis. As of December 31, 2017, we had an aggregate outstanding balance of R$502.2 million;

·

In June 2017, Copel Holding issued R$520.0 million of non-convertible debentures, with an interest rate of 117% of the CDI index per year, with a two years maturity and payment of interest . As of December 31, 2017, we had an aggregate outstanding balance of R$542.9 million;

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·In July 2017, Copel Telecom issued R$220.0 million in five-year non-convertible debentures. These debentures have an interest rate equal to IPCA index + 5.4329% per year, a five-year maturity and payment of interest on an semestral basis. As of December 31, 2017, we had an aggregate outstanding balance of R$1,010.5215.7 million;

·In October 2017, Copel Distribuição issued R$500.0 million of non-convertible debentures, with an interest rate of 126% of the CDI index per year, with a 4,5 years maturity and payment of interest on a semestral basis. As of December 31, 2017, we had an aggregate outstanding balance of R$501.8 million; and

·        On June 10, 2014, theIn October 2017, Copel Brisa Potiguar wind farmsGeT issued R$330.0 million in1.0 billion of non-convertible debentures, guaranteed by Copel holding, with an interest rate of 126% of the CDI index plus 0.9% per year, with a 12-month maturity. Outfive years maturity and payment of this total, R$150.0 million have been used to repay promissory notes issued in connection with this project.interest on a semestral basis. As of December 31, 2014,2017, we had an aggregate outstanding balance of R$350.3999.4 million of outstanding debt related to these debentures..

BNDES

·        In December 2013, we received approval for the BNDES financing of HPP Colíder in an aggregate amount of R$1,041.2 million. As of December 31, 2013, we had received R$840.1 million of this amount, with the remaining disbursements to be made in accordance with the construction schedule. Additionally, BNDES approved tothe finance of the Cerquilho III transmission substation in the amount of R$17.017.6 million, which was disbursed in a single installment. As of December 31, 2014,2017, the aggregate outstanding balance of these two contracts totaled R$868.1884.9 million;

·        BNDES has provided a loan to Copel of R$339339.0 million to finance the construction of the Mauá Hydroelectric Plant. Mauá is owned by Consórcio Energético Cruzeiro do Sul, in which Copel has a 51.0% interest and Eletrosul has a 49.0% interest. BNDES is providing 50.0% of the loan amount, and Banco do Brasil S.A. is providing the remaining 50.0%. All the receivables arising from this plant were pledged in favor of BNDES and Banco do Brasil until full repayment of the loan. As of December 31, 2014,2017, we had an aggregate of R$298.4236.7 million in outstanding debt with BNDES and Banco do Brasil under this facility;

·We have R$130.8 million in outstanding debt with Eletrobras (i) for the Salto Caxias plant and (ii) under government programs to finance distribution projects;

·On September 2014, BNDES approved to finance the improvement of the distribution system of the greater Curitiba area. We have obtained a R$100.0 million funding on December 2014 and as of December 31, 2014, we had an aggregate outstanding balance of R$100.1 million;

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Table of Contents

·In September 2012, we entered into a financing contract with BNDES in the total value of R$73.1 million for the construction of SHP Cavernoso II. As of December 31, 2014, we had an aggregate balance of R$67.7 million of outstanding debt related to this contract; and

·        In December 2011, we entered into a financing contract with BNDES in the total value of R$44.7 million for the construction of Transmission Line Foz do Iguacu - Cascavel Oeste, with a 14 years term. As of December 31, 2014,2017, we had an aggregate of R$36.327.5 million in outstanding debt.debt;

·In March 2012, we entered into a financing contract with BNDES in the total value of R$282.1 million for the construction of GE Farol, Ge Boa Vista, GE São Bento do Norte and GE Olho D’Água Wind Farms with a 16 years term. As of December 31, 2017, we had an aggregate of R$253.8 million in outstanding debt; 

·In September 2012, we entered into a financing contract with BNDES in the total value of R$73.1 million for the construction of SHP Cavernoso II. As of December 31, 2017, we had an aggregate balance of R$55.4 million of outstanding debt related to this contract;

·In December 2014, we entered into a financing contract with BNDES to finance the improvement of the distribution system of the greater Curitiba area. We have obtained a R$139.1 million funding on December 2014 and as of December 31, 2017, we had an aggregate outstanding balance of R$87.6 million; and

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·In June 2015, we entered into a financing contract with BNDES in the total value of R$124.0 million for the construction Santa Helena and Santa Maria Wind Farm. As of December 31, 2017, we had an aggregate balance of R$107.5 million of outstanding debt related to this contract.

ELETROBRAS

·We have R$35.0 million in outstanding debt with Eletrobras (i) for the Salto Caxias plant and (ii) under government programs to finance distribution projects;

FINEP

·        In November 2010,July 2012, a loan agreement in the amount of R$52.2 million was signed by Copel Telecomunicações S.A. to partially support the BEL – Extra Broadband project. As of December 31, 2014,2017, we had an aggregate outstanding balance of R$33.216.3 million.

Promissory notes

·In May 2017, Copel GeT issued R$500.0 million of promissory notes with an interest rate of 117% of the CDI index per year, with a two years maturity. As of December 31, 2017, we had an aggregate outstanding balance of R$529.0 million.

We are party to several legal proceedings that could have a material adverse impact on our liquidity if the rulings are adverse to us. In addition, we are contesting a determination by ANEEL that would require us to pay additional amounts for energy we purchased for resale during the electricity-rationing period in 2001 and the first quarter of 2002. We are also involved in several lawsuits, including challenges to the legality of certain federal taxes, which have been assessed against us, claims by industrial customers that certain increases in electricity tariffs from March through November 1986 were illegal and several labor relatedlabor-related claims. These contingencies are described in “Item 8. Financial Information—Legal Proceedings”. If any of these claims are decided against us either individually or in the aggregate, they could have a material adverse effect on our liquidity and our financial condition.

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Contractual ObligationsCONTRACTUAL OBLIGATIONS

In the table below, we set forth certain of our contractual obligations as of December 31, 2014,2017, and the period in which such contractual obligations come due.

 

Payments due by period

 

Total

Less than
1 year

1-3 years

3-5 years

More than
5 years

 

(R$ million)

Contractual obligations:

 

 

 

 

 

Loans and financing

5,329.9

1,092.3

1,281.1

904.6

2,051.9

Debentures

3,388.6

708.3

1,884.3

796.0

-

Suppliers(1)

1,507.7

1,475.6

32.1

-

-

Purchase obligations(2)

117,586.2

4,565.4

9,412.9

10,511.3

93,096.6

Concession payments(3)

2,319.6

55.9

122.7

134.9

2,006.1

Eletrobras ‒ Itaipu

10,327.0

1,163.8

1,931.2

2,221.6

5,010.4

Post-employment benefits(4)

7,947.4

459.9

923.1

874.3

5,690.1

Total

148,406.4

9,521.2

15,587.4

15,442.7

107,855.1

      

 

Payments due by period

 

Total

 

Less than
1 year

 

1-3 years

 

3-5 years

 

More than
5 years

 

(R$ million)

Contractual obligations:

 

 

 

 

 

Loans and financing(1)

4,763.9

994.0

1,992.7

436.7

1,340.5

Debentures(2)

7,577.0

1,963.0

3,315.4

1,844.8

453.8

Suppliers(3)

1,727.1

1,623.7

103.4

-

-

Purchase obligations(4)

111,289.9

5,131.9

8,748.0

9,062.0

88,348.0

Concession payments(5)

1,815.6

66.1

140.9

153.1

1,455.5

Eletrobras ‒ Itaipu(6)

7,298.2

1,099.5

2,454.8

2,550.6

1,193.3

Installment due to the Federal Revenue of Brazil(7)

926.5

113.5

190.3

113.7

509.0

Post-employment benefits(8)

9,710.9

566.0

1,200.1

1,137.6

6,807.2

Sectoral Financial liabilities(9)

300.6

199.8

100.8

 

 

Total

145,409.7

11,757.5

18,246.4

15,298.5

100,107.3

                                                                         

(1) Includes interest as agreed under agreements in the amount of R$1,066.4. For more details, see Note 23 to our audited consolidated financial statements.

(2)Includes interest as agreed under relevant agreements in the amount of R$1,495.4. For more details, see Note 24 to our audited consolidated financial statements.

(3)Mainly consists of Electricity purchased from Auction – CCEAR with balances falling due in less than 30 days and gas supplied by Petrobras to the Araucária Thermoelectric Plant.For more details, see Note 22 to our audited consolidates financial statements.

(2)(4)Consists of binding power purchase commitments. Includes monetary restatements as agreed under relevant agreements.

(3)(5)Payments to the federal government arising from Elejor, Mauá, Colíder, Cavernoso, Apucaraninha, Chopim I, Chaminé, Rio Jordão and Baixo Iguaçu facilities concession agreement. Includes interest and applicable monetary restatements.

(4)(6)Includes expected exchange variation.

(7)Income Tax and Social Contribution due by Copel Geração e Transmissão in 2014. Includes interest and applicable monetary restatement.

(8)For more details, see Note 2425 to our audited consolidated financial statements.

(9)For more details, see Note 9 to our audited consolidated financial statements.

We are also subject to risks with respect to tax, labor and civil claims and have provisioned R$1,546.61,512.1 million for accrued liabilities for legal proceedings related to these claims as of December 31, 2014.2017. For more information, see “Item 8. Financial Information—Legal Proceedings” and Notes 1517 and 2930 to our audited consolidated financial statements.

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Off-Balance Sheet ArrangementsOFF-BALANCE SHEET ARRANGEMENTS

We have not engaged in any off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on ourthe registrant’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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Table of Contents

Item 6. Directors, Senior Management and Employees

We are managed by:

·        a Board of Directors, which may consist of seven toor nine members and is currently composed of nine members; and

·        a Board of Executive Officers, which consists of fivesix members.

BOARD OF DIRECTORS

The Board of Directors ordinarily meets monthly. A majority of the members of the Board of Directors is required for the meeting to be held, and decisions are taken by a majority vote of those present at the meeting. For additional information, see “Item 10. Additional Information - Memorandum and Articles of Association”. The members of the Board of Directors are elected to serve for two-year terms and may be reelected. Among the current nine members of the Board of Directors:

·seven are elected by the controlling shareholders;

·one is elected by minority shareholders; and

·one is elected by our employees.

The member of our Board of Directors who is elected by the non-controlling shareholders has the right to veto (provided it is duly justified) the appointment of the independent accountant made by the majority of the members of our Board of Directors.

The State of Paraná and BNDES Participações S.A. BNDESPAR (“BNDESPAR”), acting through the Company and Paraná Investimentos S.A., are parties to a Shareholders’ Agreement dated December 22, 1998, as amended on March 29, 2001, and with a term set to expire by December 21, 2018 (“Shareholders’ Agreement”). BNDESPAR is a wholly-owned subsidiary of BNDES. Under the Shareholders’ Agreement, the parties agree to exercise their voting rights so that:

·the State of Paraná appoints five members to the Board of Directors; and

·BNDESPAR appoints two members to the Board of Directors.

According to Brazilian Corporate Law, minority shareholders are entitled to appoint and remove a member of the Board of Directors, in a separate election, where such minority shareholders (i) hold at least 15% of the company’s voting shares or (ii) hold at least 10% of the company’s outstanding non-voting shares.

The terms of the current members of the Board of Directors expires in April 2019. The current members are as follows:

Name

Position

Since

Mauricio Schulman

Chairman

2017

Leila Abraham Loria

Director

2017

Rogério Perna

Director

2017

Olga Stankevicius Colpo

Director

2017

George Hermann Rodolfo Tormin

Director

2017

Sérgio Abu-Jamra Misael

Director

2017

Adriana Angela Antoniolli

Director

2017

Marco Antônio Barbosa Cândido

Director

2018

   Jonel Nazareno Iurk

Director

2018

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The following are brief biographies of the current members of our Board of Directors:

Mauricio Schulman. Mr. Schulman was born onJanuary 21, 1932. He received a post-graduate degree in Business Administration (1972) and he took perfectioning training courses in Electricity and Economy in France (1960-1961). Mr. Schulman holds a degree in Civil Engineering, from Universidade Federal do Paraná (1950-1954). He was the Chief Executive Officer at Federação Nacional dos Bancos - Febraban/Fenaban (National Bank Federation) (1994-1997); Chairman of the Board of Directors at Light S.A. (1979-1980); Chairman of the Brazilian Committee at the Comisión de Integración Energética Regional - Bracier (1979-1980); Member of the Board of Directors at BNDE (1974-1980); Member of the National Monetary Council (Conselho Monetário Nacional) (1974-1979); Chief Executive Officer at the Banco Nacional de Habitação - BNH (1974-1979); State Secretary of the Treasury in the State of Paraná (1970-1974); Chief Corporate Management Officer and Chief Executive Officer at Eletrobras (1967-1970 and 1979-1980); Advisor at the Brazilian Federal Government Ministry of Planning and General Coordination (1964-1966); Chief Administrative Officer at Companhia Paranaense de Desenvolvimento Econômico do Paraná - Codepar (1962); and Civil Engineer and Chief Technical Officer at Companhia Paranaense de Energia - Copel (1956-1984).

Leila Abraham Loria. Ms. Loria was born on January 26, 1954. Ms. Loria took a Governance, Risk and Compliance training course at Risk University KPMG (2016). Ms. Loria received an MBA degree in Corporate Governance and Capital Markets for executives from B.I. International (2015) and a Master’s Degree in Business Administration from COPPEAD-UFRJ (1978). Ms. Loria holds a degree in Business Administration from Fundação Getúlio Vargas (1976). Ms. Loria is currently a Consultant/Counselor at LED Consultores. Previously, she was an Executive Officer at Telefonica Brasil and Member of the Board of Directors of Telefonica Vivo (2010-2015); Chairman and General Officer at TVA (Abril Group) and Member of the Board of Directors at Tevecap (1999-2010); General Officer and Member of the Board of Directors at Direct TV (1997-1999); Chief Business Officer at Walmart (1994-1997); and Chief Officer for Marketing, Sales, Business, Shopping and Human Resources at Mesbla (1978-1994).

Rogério Perna. Mr. Perna was born on October 5, 1969.Mr. Perna received a post-graduate degree in Controllership from Fundação Escola de Comércio Álvares Penteado - FECAP, São Paulo (1998).Mr. Perna holds a degree in Accounting Sciences from Centro de Ensino Superior de São Carlos (1991). Mr. Perna is currently the Chief Executive Officer and Chief Investors Relations Officer at Companhia Paranaense de Securitização - PRSEC; and Alternate Member of the Board of Directors at Companhia de Saneamento do Paraná - Sanepar. Previously, he was the Technical Consultant to the State Revenue Coordination - CRE, Department of Treasury of the state of Paraná (2015); Chief Financial Management and Investor Relations Officer at Companhia Paulistana de Securitização - SP (2011-2013); and Chief Financial Management Officer at Companhia São Paulo de Desenvolvimento e Mobilização de Ativos - SPDA (2011-2013).

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Olga Stankevicius Colpo. Ms. Colpo was born on May 26, 1952. Ms. Colpo received an international executive MBA degree from FIA/USP (2000); she took a specialization course inInternational Business at Harvard University (1996), a specialization course in Managing Managers at Michigan University (1986); a Continued Education Program in Human Resources Management from Fundação Getúlio Vargas (1984); and a specialization course in Organizational Psychology at UMC (1975). Ms. Colpo is currently a Member of the Board of Directors and Audit Committee at Banco BMG S.A.; Member of the Consulting Board of the International Executive MBA at FIA; Counselor and Member of the Executive Board at Childhood Brasil; Member of the Risks and Strategy Committees at AACD; Member of the Fiscal Board at Comunitas; Member of the Family Businesses Comission at IBGC; Visiting Professor at the International Executive MBA program at FIA/USP; Visiting Professor of the Board of Directors Training Course at IBGC; and Consulting specialist in Strategic Governance. Previously, she was the Chief Executive Officer at Participações Morro Vermelho S.A. (2009-2016); Partner at PWC - PricewaterhouseCoopers (1999-2009); and Partner at Coopers & Lybrand (1974-1999).

George Hermann Rodolfo Tormin. Mr. Tormin was born on March 24, 1960. Mr. Tormim holds a degree in Civil Engineering from Universidade Federal do Rio de Janeiro (1983). Mr. Tormim is currently the General Director of the Department of Treasury of the state of Paraná (since 2015) and a Member of the Fiscal Council at Companhia de Saneamento do Paraná - Sanepar. Previously, he was a Member of the Fiscal Council at Companhia Paranaense de Energia - Copel (2015-2016); Assistant Secretary of the Treasury Department of Salvador City and City Treasurer (2013-2014); Assistant Secretary of the Finance Department of the City of São Paulo (2005-2006 and 2011-2012); Chief Executive Officer at Companhia São Paulo de Desenvolvimento de Ativos - SPDA (2011-2012); Chief Executive Officer at Companhia Paulistana de Securitização - SPSec (2011-2012); Assistant Secretary of the Department of Treasury of the state of São Paulo and Chief Executive Officer at Companhia Paulista de Parcerias - CPP (2007-2010); Assistant Secretary of the Treasury Department of São Paulo City (2005-2006); Chief Financial, Management and Investor Relations Officer at Companhia de Saneamento de Minas Gerais - Copasa (2003-2004); Executive Officer at Fundação Nacional de Saúde - Funasa (1999-2002); Assistant Superintendent of Operations and Projects at Zona Franca de Manaus - Suframa. (1996-1999); Assistant Secretary of the Federal Ministry of Planning and Budget (1995-1996); Head of the Technological Division of the Secretariat of the Federal Revenue (1994-1995); General Coordinator of the Management Secretariat of the Ministry of Social Welfare(1993-1994); Monitoring and Assessment Coordinator of the Secretariat of the Federal Revenue (1991-1993); and Tax Auditor at the Brazilian Federal Revenue (1986).

Sérgio Abu-Jamra Misael. Mr. Misael was born on November 6, 1949. Mr. Misael received a post-graduate degree in Business Administration - Management for Engineers from PUC-PR (1989). Mr. Misael holds a degree in Civil Engineering from UFPR (1974). He is currently the Chief Executive Officer and co-owner at Ytuporanga Engenharia, Oceanografia e Consultoria Ltda. Previously, he was the Head of the Department of Construction Support, Planning, Measurements and Contract Negotiations at Itaipu Binacional (1985-1992); Construction Superintendent at Itaipu Binacional (1992-1998); Member of the Brazilian Committee on Dams - CBDB (1993-1995); Coordinator of the CDBD Technical Commissions (1995-1998 and 2013-2016); Board Member at Fundação Itaipu de Assistência Social - FIBRA (1993-1997); President at Companhia de Habitação de Curitiba - COHAB-CT (1998-2001); and Member of the Núcleo Paranaense de Energia - NPEnergia/UTFPR – Public Policies and Energetic Planning (2012-2017).

Adriana Angela Antoniolli. Ms. Antoniolli was born on November 19, 1966.Ms. Antoniolli received a post-graduate degree in Applied Law from Escola da Magistratura do Paraná (2011) and a post-graduate degree in Marketing and Advertising from Instituto Superior de Pós-graduação - ISPG (2000). Ms. Antoniolli holds a degree in Law from Universidade Tuiuti do Paraná (2008) and a degree in Accounting from Faculdade de Educação, Ciências e Letras de Cascavel (1988). She is currently a Regulatory Analyst at Copel. Previously, she acted as Services Department Manager at Copel (2013-2015); East Revenue Department Manager at Copel (2009-2013); and Business Procedures Department Manager at Copel (2008).

Marco Antônio Barbosa Cândido. Mr. Cândido was born on March 6, 1969. Mr. Cândido holds

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a Ph.D. degree in Production Engineering from Universidade Federal de Santa Catarina - UFSC (1997), a Master degree in Production Engineering from Universidade Federal de Santa Catarina - UFSC (1994) and a degree in  Aeronautical Mechanics Engineering from Instituto Tecnológico de Aeronáutica - ITA (1991). Mr. Cândido is currently a member of the Board of Directors of, Chief Executive Officer and Founding Partner at MBC Consultoria, member of the Board of Directors of Hospital Santa Rita and Santa Rita Saúde health care provider in the city of Maringá – PR, and member of the Board of Directors at the hotel group Rafain, in the city of Foz do Iguaçu - PR. Previously, he was a professor and researcher at Pontifícia Universidade Católica do Paraná - PUCPR (1995-2013); Chief Executive Officer at Associação Paranaense de Cultura - APC, a parent company of Pontifícia Universidade Católica do Paraná - PUCPR (2005-2012); Chief Executive Officer at Grupo Marista (2012-2013); Chief Executive Officer at Grupo Paysage (2013-2015); member of the Board of Directors at Sistema de Saúde Mãe de Deus, health care provider in the state of Rio Grande do Sul (2014-2015); and member of the Board of Directors at Grupo Positivo (2014-2016).

Jonel Nazareno Iurk.Mr. Iurk was born on April 09, 1955. Mr. Iurk received his Master’s degree in Soil Science, from Universidade Federal do Parana - UFPR (2005); and Specialization in Management and Environmental Engineering, from Universidade Federal do Paraná - UFPR (1999). Mr. Iurk holds a Bachelor’s degree in Civil Engineering from Universidade Estadual de Ponta Grossa - UEPG (1978); and a Teaching degree in Mathematics, from Universidade Estadual de Ponta Grossa - UEPG (1975). He is currently Copel’s Chief Executive Officer. Previously he acted as the Chief Executive Officer at Companhia Paranaense de Gás - Compagas (2017-2018); Chief Business Development Officer at Companhia Paranaense de Energia - Copel (2013-2017); Chairman of the Board of Directors at Copel Telecomunicações S.A. and Copel Renováveis S.A., and member of the Board of Directors at Copel Geração e Transmissão S.A. and Copel Renováveis S.A. (2015-2017); Chief Environmental and Corporate Citzenship Officer at Companhia Paranaense de Energia - Copel (2012-2013); Secretary of Environment and Water Resources for the State of Paraná (2011-2013); Executive Technical Officer at ECOBR - Engenharia e Consultoria Ambiental (2002-2010); Chief Official at Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis - Ibama for the State of Paraná (1995-1999); Environmental Sanitation Coordinator at Coordenação da Região Metropolitana de Curitiba - Comec (1994); and Operational Development Engineer and Coordinator of Rural Sanitation and Environmental Studies at Companhia de Saneamento do Paraná - Sanepar (1992-2002).

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BOARD OF EXECUTIVE OFFICERS

Our Board of Executive Officers meets every two weeks and is responsible for the daily management of the Company. Each Executive Officer also has individual responsibilities established by the Board’s internal rules.

According to our bylaws, our Board of Executive Officers consists of six members. The Executive Officers are elected by the Board of Directors for two-year terms but may be removed by the Board of Directors at any time. Under the Shareholders’ Agreement, BNDESPAR has the right to appoint one member to the Board of Executive Officers. The terms of the current members of the Board of Executive Officers expire in December 2019. The current members are as follows:

Name

Position

Since

Jonel Nazareno Iurk

Chief Executive Officer

2018

Vacant

Chief Business Management Officer

2018

Adriano Rudek de Moura

Chief Financial and Investor Relations Officer

2017

José Marques Filho

Chief Business Development Officer

2018

Harry Françóia Junior

Chief Legal and Institutional Relations Officer

2018

Vicente Loiacono Neto

Chief Governance, Risk and Compliance Officer

2018

The following are brief biographies of the current members of our Board of Executive Officers:

Jonel Nazareno Iurk.Mr. Iurk has been our Chief Executive Officer since April 16, 2018. For biographical information regarding Mr. Iurk, see “Board of Directors”.

Adriano Rudek de Moura. Mr. Moura was born on September 25, 1962. Mr. Moura took a professional development course at Duke’s Fuqua School of Business (2010) and a professional development course at Harvard Business School (2007). Mr. Moura received a post-graduation degree in Finance and Controllership from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras - FIPECAFI/USP (1997). Mr. Moura holds a degree in Accounting from Centro Universitário Ítalo Brasileiro – Unítalo (1985). Mr. Moura is currently the Chief Financial Officer of Copel Geração e Transmissão S.A. - Copel GeT; Chief Financial Officer of Copel Distribuição S.A. - Copel DIS; Chief Financial Officer of Copel Comercialização S.A. - Copel COM; and Chief Financial Officer of Copel Renováveis S.A. - Copel REN. Previously, he was the Vice-president and Chief Management, Financial and Investor Relations Officer at Elecrolux for Latin America (2003-2017); Chief Management, Financial and Investor Relations Officer at Electrolux do Brasil (1999-2003); Controller at Electrolux do Brasil (1997-1999); Vice-president at Associação Nacional de Fabricantes de Produtos Eletroeletrônicos (National Association of Home Appliance Manufacturers) - Eletros (2013-2015); Member of the Board of Directors at CTI (2011-2017); Member of the Board of Directors at Eletros (2013-2015); Member of the Fiscal Council at Gafisa (2009-2014); Member of the Fiscal Council at Tenda (2009-2014); Member of the Fiscal Council at Alphaville (2012-2013); graduate school Professor at Fundação Armando Alvares Penteado - FAAP (1999); Professor at Faculdade de Administração de Empresas e Economia do Paraná – FAE (1995); and Auditor and consultant at Arthur Andersen (1982-1997).

Harry Françóia Junior. Mr. Françóia Junior was born onFebruary 5, 1971. Mr. Françóia Junior took a course in Contemporary Law at Levin College of Law - University of Florida, Gainesville, FL, USA. (2003). Mr. Françóia Junior received a post-graduate degree in Administrative Law from Universidade Federal de Santa Catarina (2001) and in Civil Procedure Law from Instituto Brasileiro de Estudos Jurídicos - IBEJ (1997). Mr. Françóia Junior holds a degree in Law from Pontifícia Universidade Católica - PUC - PR (1996). Mr. Françóia Junior is currently Chief Legal and Institutional RelationsOfficer of Copel Geração e Transmissão S.A., Copel Distribuição S.A., Copel Comercialização S.A. and Copel Renováveis S.A. Previously, he was a Member of the Board of Directors of Copel Geração e Transmissão S.A. and Member of the Board of Directors of Copel Renováveis S.A. Previously, he was Chief Business Development Officer (2017-2018), and the Chief Assistant Officer of Copel Comercialização S.A. (2013-2017); Managing Director and Presidential General Secretary for Assembleia Legislativa do Estado do Paraná (2015-2016); Vice President of Comissão de Sociedade de Advogados for OAB/PR - gestão (2007-2009 and 2013-2015); Vice President of Juridical and Political Affairs for Federação das Associações Comerciais e Industriais do Paraná - Faciap (2002-2006); Member of the Environmental Law and Consumer Defense Commission for OAB/PR - (1998-2003); Lawyer in Corporate Law segment mainly in the areas of Company and Tax Law for Harry Françóia - Advogados Associados (1999-2016); Legal and Accounting Adviser for Harry Françóia - Assessoria e Consultoria Empresarial S.C. Ltda. (1996-1999); and he carried out activities in the following banks: Banorte S.A. - management accounting (1993-1995); Citibank S.A. - serving companies (1991-1992); Bamerindus do Brasil S.A. - management assistant, accounting and clearing (1989-1991); and Meridional S.A. (1985-1986).  

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Vicente Loiacono Neto.Mr. Loiácono was born on June 4, 1983. He received a Post-Graduate degree in Civil Procedure Law from Universidade do Sul de Santa Catarina (2010). He holds a Bachelor’s degree in Law from Faculdades Integradas Curitiba (2007) and he is currently Chief Governance, Risk and Compliance Officer at Companhia Paranaense de Energia - Copel. Mr. Loiácono has been a Lawyer at Company since 2011, where he also served as Advisor to the CEO (2017-2018); Regulatory Area Manager at Copel Distribuição S.A. (2016-2017); Advisor to the Chief Corporate Management Officer of Companhia Paranaense de Energia - Copel (2013-2016); Member of the Fiscal Council of Fundação Copel de Previdência e Assistência Social (2015); Member of the Ethical Guidance Council of Companhia Paranaense de Energia - Copel (2014); and Advisor to the Chief Legal Officer of Companhia Paranaense de Energia - Copel (2013). Previously, Mr. Loiácono had served as Lawyer at Punho Construtora e Serviços Ltda. (2008-2010); Advisor to the Appeal Panel of Tribunal de Justiça do Paraná (2007-2008); and Legal Assistant at Instituto Curitiba de Informática (2005-2006).

José Marques Filho.Mr. Marques Filho was born on April 11, 1958. He received a Doctor’s degree in Civil Engineering from Universidade Federal do Rio Grande do Sul – UFRGS (2005); and a Master’s degree in Civil Engineering from Universidade de São Paulo – USP (1990). He holds a Bachelor’s degree in Civil Engineering from Universidade de São Paulo – USP (1980). He is currently Chief Business Development Officer; Vice Chairman of Comitê Brasileiro de Barragens - CBDB (since 2017), where he serves as Coordinator of the Comitê Técnico de Uso de Concreto em Barragens (since 2003) and represents Brazil on the Committee on Concrete Dams of the International Commission on Large Dams - ICOLD; Chief Executive Officer of Paraná Gás (since 2015); Member of the Board of Directors of Instituto Brasileiro do Concreto - Ibracon (since 2014); Member of the Board of Directors of Sistema Metereológico do Paraná - Simepar (since 2013); General Coordinator and Technical Officer of Consórcio São Jerônimo (since 1996); and Assistant Professor at Universidade Federal do Paraná - UFPR (since 1992). Previously, he was an Advisor to the Chief Executive Officer of Companhia Paranaense de Gás - Compagas (2017-2018), where he was also a Member of the Board of Directors (2003); Advisor to the Chief Business Development Officer (2013-2017) and to the Chief Environment and Corporate Citizenship Officer of Companhia Paranaense de Energia - Copel (2011-2013); CEO and Deputy CEO of Instituto Brasileiro do Concreto - Ibracon (2012-2013 e 2010-2011); General coordinator of the Materials and Structures Laboratory at Institutos Lactec (2003-2004), where he was also a Member of the Board of Directors (2000-2002); Chairman of the Board of Directors of Centrais Elétricas do Rio Jordão - Elejor (2001-2003); and civil engineer at Companhia Paranaense de Energia - Copel (1994-2017).

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FISCAL COUNCIL

We have a permanent Fiscal Council, which generally meets monthly. The Fiscal Council consists of five members and five alternates elected for one-year terms by the shareholders at the annual meeting. The Fiscal Council, which is independent of our management and of our external auditors, is responsible for:

·reviewing our financial statements and reporting on them to our shareholders;

·issuing special reports on proposed changes in capitalization, corporate budgets and proposed dividend distributions and any corporate reorganization; and

·in general, supervising the activities of management and reporting on them to our shareholders.

The following table lists the current and alternate members of the Fiscal Council, who were appointed at the 62nd annual shareholders’ meeting held on April 28, 2017. The term of all members of the Fiscal Council indicated below will expire in April 2018, but, under Brazilian law, such members should remain in office until a new member is appointed by the Company’s Shareholders Annual Meeting, which was convened to occur on June 15, 2018.

Name

Since

 Mauro Ricardo Machado Costa

2017

Roberto Lamb

2017

Letícia Pedercini Issa Maia

2017

Alternates

Roberto Brunner

2011

Gilmar Mendes Lourenço

2013

Kurt Janos Toth

2017

Alexandre Pedercini Issa

2017

* Two position are vacant.

** One position is vacant.

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AUDIT COMMITTEE

Pursuant to Rule 10A-3 under the Securities Exchange Act and our bylaws, our Audit Committee is composed of at least three members of our Board of Directors, each of whom serves a term of two years, and may be re-elected. Pursuant to the Statutory Audit Committee charter, the Statutory Audit Committee members are appointed by, and may be replaced by, a resolution taken by our Board of Directors. The members of the Statutory Audit Committee are Mr. Mauricio Schulman (chairman), Mr. Rogério Perna (financial expert), Ms. Leila Abraham Loria, Ms. Olga Stankevicius Colpo and Mr. Marco Antônio Barbosa Cândido. All of the members of the Statutory Audit Committee are members of our Board of Directors. The Statutory Audit Committee is responsible for helping to prepare our financial statements, ensuring that we are in compliance with all legal requirements related to our reporting obligations, monitoring the work of the independent auditors and our staff who are responsible for internal auditing of the Company and reviewing the effectiveness of our internal control and risk management procedures and staff.

Under Brazilian Corporate Law, the function of hiring independent auditors is reserved for the board of directors of a company. As a result, our Board of Directors acts as our Statutory Audit Committee, as specified in Section 3(a)(58) of the Securities Exchange Act, for the purposes of approving, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to us or our subsidiaries. Except in these respects, our Statutory Audit Committee is comparable to and performs the functions of audit committees of U.S. companies.

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COMPENSATION OF DIRECTORS, OFFICERS, FISCAL COUNCIL MEMBERS AND AUDIT COMMITTEE MEMBERS

Under Brazilian law, the total compensation of the Board of Directors, Executive Board and Fiscal Council is established annually by our general shareholders meeting. Under Section 162 of the Brazilian Corporate Law, the compensation of the members of our fiscal council must be equal to, or greater than, 10% of the average compensation paid to the members of our Executive Board (excluding benefits and profit-sharing plans, if applicable). The members of our Fiscal Council receive 15% of the monthly compensation of the Chief Executive Officer. Finally, the members of our audit committee (who are also members of our Board of Directors) receive R$5,000 in addition to the monthly compensation paid to the members of the Fiscal Council.

For the year ended December 31, 2017, the aggregate amount of compensation paid by us to the members of our Board of Directors, Board of Executive Officers and Fiscal Council was R$8.5 million, of which 80.1% was for our Board of Executive Officers, 13.0% was for our Board of Directors, and 6.9% was for our Fiscal Council, as approved by our 62nd annual shareholders’ meeting held on April 28, 2017.

The following table shows additional details about the compensation paid to the members of our Board of Directors, Executive Board and Fiscal Council for the periods indicated.

 

Compensation (R$’000) in the years ended December 31,

 

Board of Directors

The Board of Directors ordinarily meets once every three months and is responsible, among other things, for:

·establishing our corporate strategy;

·defining the general orientation of our business;

·defining the responsibilities of members of our Board of Executive Officers; and

·electing the members of our Board of Executive Officers.

Meetings of the Board of Directors require a quorum of a majority of the directors and decisions are made by majority vote. The members of the Board of Directors are elected to serve for two-year terms and may be reelected. Among the current nine members of the Board of Directors:

·seven are elected by the controlling shareholders;

·one is elected by minority shareholders; and

·one is elected by our employees.

The member of our Board of Directors who is elected by the non-controlling shareholders has the right to veto (provided it is duly justified) the appointment of the independent accountant made by the majority of the members of our Board of Directors.

The State of Paraná and BNDES Participações S.A.Jonel Nazareno Iurk BNDESPAR (“BNDESPAR”), acting through the Company and Paraná Investimentos S.A., are parties to a shareholders’ agreement dated December 22, 1998, as amended on March 29, 2001 (“Shareholders’ Agreement”). BNDESPAR is a wholly-owned subsidiary of BNDES. Under the Shareholders’ Agreement, the parties agree to exercise their voting rights so that:

·the State of Paraná appoints five members to the Board of Directors; and

·BNDESPAR appoints two members to the Board of Directors.

According to Brazilian Corporate Law, minority shareholders are entitled to appoint and remove a member of the Board of Directors, in a separate election, where such minority shareholders (i) hold at least 15% of the company’s voting shares or (ii) hold at least 10% of the company’s outstanding non-voting shares.

The terms of the current members of the Board of Directors expire in April 2015. The current members are as follows:

Name

Position

Since

Fernando Xavier Ferreira

Chairman

2015

Luiz Fernando Leone Vianna

Director

2015

Marlos Gaio

Director

2015

Mauro Ricardo Machado Costa

Director

2015

José Richa Filho

Director

2011

Mauricio Borges Lemos

Director

2013

Carlos Homero Giacomini

Director

2011

Hélio Marques da Silva

Director

2015

Vacant

Director

-

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The following are brief biographies of the current members of our Board of Directors:

Fernando Xavier Ferreira. Mr. Ferreira is 66 years old. He received a degree in Electrical Engineering - Telecommunications from Pontifícia Universidade Católica do Rio de Janeiro - PUCRJ (1971) and took an additional management training course from Shool of Business Administration, from Western Ontario University (Canadá) (1982). Previously, Mr. Ferreira was the chairman of the Board of Directors ofCompanhia Paranaense de Energia – Copel and served  as a member of the Superior Strategic Council ofFederação das Indústrias do Estado de São Paulo - Fiesp; of the Board of Directors ofCentro Educacional João Paulo II; of the Council ofAssociação Amigos do Hospital das Clínicas; and as a member of the Board of Directors of several other companies. He also took positions as Chief Executive Officer of Telecomunicações do Paraná S.A. - Telepar; as the Brazilian General Director of Itaipu Binacional, in Grupo Telefônica in Brazil and at Telecomunicações Brasileiras S.A. – Telebras. Mr. Ferreira also served as an Executive Secretary of the Brazilian Ministry of Communications and as a Professor of Microwaves and Electromagnestism at the Department of Electrical Engineering of Universidade Federal do Paraná. He was also a member of the Latin American Comittee  of New York Stock Exchange - NYSE (USA) and the Chairman of the Superior Council of Infrastructure atFederação das Indústrias do Estado de São Paulo – Fiesp.

Luiz Fernando Leone Vianna. Mr. Vianna is 63 years old. He received a degree in Business Management (1974) and in Electrical Engineering (1978) fromUniversidade Federal do Paraná - UFPR. He has a specialization course in hydro power generation; a post-graduate course in Materials for Electric Equipment fromUniversidade Federal do Paraná - UFPR(1992), specialization courses in Maintenance Management (Eletrobras) (1984) and in Power Plant Maintenance (Eletrobras) (1982). He is currently a member of our Board of Directors and.Mr. Iurk has been our Chief Executive Officer since January 1, 2015.April 16, 2018. For biographical information regarding Mr. Iurk, see “Board of Directors”.

Adriano Rudek de Moura. Mr. Moura was born on September 25, 1962. Mr. Moura took a professional development course at Duke’s Fuqua School of Business (2010) and a professional development course at Harvard Business School (2007). Mr. Moura received a post-graduation degree in Finance and Controllership from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras - FIPECAFI/USP (1997). Mr. Moura holds a degree in Accounting from Centro Universitário Ítalo Brasileiro – Unítalo (1985). Mr. Moura is currently the Chief Financial Officer of Copel Geração e Transmissão S.A. - Copel GeT; Chief Financial Officer of Copel Distribuição S.A. - Copel DIS; Chief Financial Officer of Copel Comercialização S.A. - Copel COM; and Chief Financial Officer of Copel Renováveis S.A. - Copel REN. Previously, he served as an advisorwas the Vice-president and Chief Management, Financial and Investor Relations Officer at theFórumElecrolux for Latin America (2003-2017); Chief Management, Financial and Investor Relations Officer at Electrolux do Brasil (1999-2003); Controller at Electrolux do Brasil (1997-1999); Vice-president at Associação Nacional de Meio Ambiente do Setor ElétricoFabricantes de Produtos Eletroeletrônicos (National Association of Home Appliance Manufacturers) - FMASE; as a founding member of the Brazilian Electric Sector Committee and as vice-chairman of the Advisory Council of theEmpresa de Pesquisa Energética- EPE/Concepe. Mr. Vianna was also the chairmanEletros (2013-2015); Member of the Board of Directors (from 2001 to 2003) and advisor to theAssociação dos Produtores Independentes de Energia Elétrica- Apine; a memberat CTI (2011-2017); Member of the Environmental CouncilBoard of Directors at Eletros (2013-2015); Member of the Brazilian Industry National ConfederationFiscal Council at Gafisa (2009-2014); Member of the Fiscal Council at Tenda (2009-2014); Member of the Fiscal Council at Alphaville (2012-2013); graduate school Professor at Fundação Armando Alvares Penteado - CNI; aFAAP (1999); Professor at Faculdade de Administração de Empresas e Economia do Paraná – FAE (1995); and Auditor and consultant at Vianna Consultoria Ltda. the Chief Institutional Relations Officer at Copel (from January 2002 to December 2002) and the Chief Executive Officer at Copel Geração S.A. (1999 to 2002)Arthur Andersen (1982-1997). He was also a member of theConselho Paranaense de Recursos Hídricos, of theMercado Atacadista de Energia- MAE and ofAdministradora do Mercado Atacadista de Energia– Asma as well as the Chief Executive Officer ofDuke do Brasil.

Marlos Gaio.Harry Françóia Junior. Mr. Gaio is 41 years old. Lawyer,Françóia Junior was born onFebruary 5, 1971. Mr. Gaio hasFrançóia Junior took a Specializationcourse in Fiscal PlanningContemporary Law at Levin College of Law - University of Florida, Gainesville, FL, USA. (2003). Mr. Françóia Junior received a post-graduate degree in Administrative Law from Universidade Federal de Santa Catarina (2001) and in Civil Procedure Law from Instituto InternacionalBrasileiro de Educação e GerênciaEstudos Jurídicos - Iege (2004) andIBEJ (1997). Mr. Françóia Junior holds a Specializationdegree in Business Law from Pontifícia Universidade Católica - PUC - PR (1996). Mr. Françóia Junior is currently Chief Legal and Institutional RelationsOfficer of Copel Geração e Transmissão S.A., Copel Distribuição S.A., Copel Comercialização S.A. and Copel Renováveis S.A. Previously, he was a Member of the Board of Directors of Copel Geração e Transmissão S.A. and Member of the Board of Directors of Copel Renováveis S.A. Previously, he was Chief Business Development Officer (2017-2018), and the Chief Assistant Officer of Copel Comercialização S.A. (2013-2017); Managing Director and Presidential General Secretary for Assembleia Legislativa do Estado do Paraná (2002). Mr. Gaio held important positions throughout his professional career: he was member(2015-2016); Vice President of Comissão de Sociedade de Advogados for OAB/PR - gestão (2007-2009 and 2013-2015); Vice President of Juridical and Political Affairs for Federação das Associações Comerciais e Industriais do Paraná - Faciap (2002-2006); Member of the Environmental Law and Consumer Defense Commission for OAB/PR - (1998-2003); Lawyer in Corporate Law segment mainly in the areas of Company and Tax Law for Harry Françóia - Advogados Associados (1999-2016); Legal and Accounting Adviser for Harry Françóia - Assessoria e Consultoria Empresarial S.C. Ltda. (1996-1999); and he carried out activities in the following banks: Banorte S.A. - management accounting (1993-1995); Citibank S.A. - serving companies (1991-1992); Bamerindus do Brasil S.A. - management assistant, accounting and clearing (1989-1991); and Meridional S.A. (1985-1986).  

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Vicente Loiacono Neto.Mr. Loiácono was born on June 4, 1983. He received a Post-Graduate degree in Civil Procedure Law from Universidade do Sul de Santa Catarina (2010). He holds a Bachelor’s degree in Law from Faculdades Integradas Curitiba (2007) and he is currently Chief Governance, ComissionRisk and Compliance Officer at Companhia Paranaense de Energia - Copel. Mr. Loiácono has been a Lawyer at Company since 2011, where he also served as Advisor to the CEO (2017-2018); Regulatory Area Manager at Copel Distribuição S.A. (2016-2017); Advisor to the Chief Corporate Management Officer of State-Owned Companies,Companhia Paranaense de Energia - Copel (2013-2016); Member of the Fiscal Council of Fundação Copel de Previdência e Assistência Social (2015); Member of the Ethical Guidance Council of Companhia Paranaense de Energia - Copel (2014); and Advisor to the Chief Legal Officer of Companhia Paranaense de Energia - Copel (2013). Previously, Mr. Loiácono had served as Lawyer at Punho Construtora e Serviços Ltda. (2008-2010); Advisor to the Appeal Panel of Tribunal de Justiça do Paraná (2007-2008); and Legal Assistant at Instituto Curitiba de Informática (2005-2006).

José Marques Filho.Mr. Marques Filho was born on April 11, 1958. He received a Doctor’s degree in Civil Engineering from Universidade Federal do Rio Grande do Sul – UFRGS (2005); and a Master’s degree in Civil Engineering from Universidade de São Paulo – USP (1990). He holds a Bachelor’s degree in Civil Engineering from Universidade de São Paulo – USP (1980). He is currently Chief Business Development Officer; Vice Chairman of Comitê Brasileiro de Barragens - CBDB (since 2017), where he serves as Coordinator of the Comitê Técnico de Uso de Concreto em Barragens (since 2003) and represents Brazil on the Committee on Concrete Dams of the International Commission on Large Dams - ICOLD; Chief Executive Officer of Paraná Gás (since 2015); Member of the Board of Directors of Instituto Brasileiro do Concreto - Ibracon (since 2014); Member of the Board of Directors of Sistema Metereológico do Paraná - Simepar (since 2013); General Coordinator and Technical Officer of Consórcio São Jerônimo (since 1996); and Assistant Professor at Universidade Federal do Paraná - UFPR (since 1992). Previously, he was an Advisor to the Chief Executive Officer of Companhia Paranaense de GovernançGás - Compagas (2017-2018), where he was also a CorporativaMember of the Board of Directors (2003); Advisor to the Chief Business Development Officer (2013-2017) and to the Chief Environment and Corporate Citizenship Officer of Companhia Paranaense de Energia - IBGC (2008-2009)Copel (2011-2013); memberCEO and Deputy CEO of Instituto Brasileiro do Concreto - Ibracon (2012-2013 e 2010-2011); General coordinator of the Materials and Structures Laboratory at Institutos Lactec (2003-2004), where he was also a Member of the Board of Directors (2000-2002); Chairman of the Board of Directors of Centrais Elétricas do Rio Jordão S.A. - Elejor (2007-2008)(2001-2003); Chairmanand civil engineer at Companhia Paranaense de Energia - Copel (1994-2017).

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FISCAL COUNCIL

We have a permanent Fiscal Council, which generally meets monthly. The Fiscal Council consists of five members and five alternates elected for one-year terms by the shareholders at the annual meeting. The Fiscal Council, which is independent of our management and of our external auditors, is responsible for:

·reviewing our financial statements and reporting on them to our shareholders;

·issuing special reports on proposed changes in capitalization, corporate budgets and proposed dividend distributions and any corporate reorganization; and

·in general, supervising the activities of management and reporting on them to our shareholders.

The following table lists the current and alternate members of the Oversight BoardFiscal Council, who were appointed at the 62nd annual shareholders’ meeting held on April 28, 2017. The term of Fundação Copel de Previdência e Assistência Social (2006-2010); Chief Officialall members of the Societary Management Office of Copel (2005-2011); having also carried out juridical activitiesFiscal Council indicated below will expire in several areas of Copel. Currently heApril 2018, but, under Brazilian law, such members should remain in office until a new member is also lawyer, founding partner and Executive Officer of Gaio & Flor Junior Advogados Associados (2001-present); and founding partner and business manager of FBG Participações e Administração de Imóveis Ltda. (2010-present). Marlos Gaio has been a member of the Board of Directors since April 2015.

Mauro Ricardo Machado Costa.Mr. Costa is 53 years old. He received a degree in Business Management and in Public Management fromFundação Getúlio Vargas – FGV. He is currently a member of our Board of Directors and the Secretary of Treasury for the State of Paraná. Previously, he served as Municipal Secretary of Treasury for the city of Salvador; as a fiscal audit of the Brazilian Federal Revenue; the Secretary of Treasury for the State of São Paulo (2007-2010); Secretary of Finance for the city of São Paulo (2005-2006 and 2011-2012); Chief Executive Officer ofFundação Nacional de Saúde - Funasa; chief executive officer ofCompanhia de Saneamento de Minas Gerais - Copasa; and chief official of theZona Franca de Manaus – Suframa.

José Richa Filho. Mr. José Richa is 52 years old. He has a bachelor’s degree in civil engineering fromUniversidade Católica do Paraná and a graduate degree in public management fromSociedade Paranaense de Ensino e Informática. Previously, Mr. José Richa was Chief Administrative and FinancialOfficer at theDepartamento de Estradas de Rodagem ‒ DER-PR (State Body for Roads); Chief Administrative and Financial Officer atAgência de Fomento do Paraná S.A. (State Development Agency); and Management Secretary of the Municipality of Curitiba. Mr. José Richa was appointed by the State of ParanáCompany’s Shareholders Annual Meeting, which was convened to occur on June 15, 2018.

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Maurício Borges Lemos. Mr. Lemos is 65 years old. He has a degree in Economics fromUniversidade Federal de Minas Gerais and a Doctorate and a Master’s degree in Economics fromUniversidade Estadual de Campinas - Unicamp. Mr. Lemos is currently a chief officer in the areas of management, finance and indirect operations atBanco Nacional de Desenvolvimento Econômico e Social - BNDES. Previously, Mr. Lemos acted as a member of Copel’s Board of Directors (2003) and as the Municipal Secretary responsible for the Coordination of the Social Politics of the city of Belo Horizonte, in Minas Gerais (2001-2002). Mr. Lemos was appointed byBNDES Participações S.A. – BNDESPAR.

Carlos Homero Giacomini. Mr. Giacomini is 61 years old. He has a master’s degree in Public Health formUniversidade Estadual de Londrina – UEL; a specialization in Pediatrics, with residency atHospital Evangélico do Paraná and a degree in Medicine fromFaculdade Evangélica de Medicina do Paraná. Mr. Giacomini was Chairman ofInstituto Municipal de Administração Pública - Imap; Municipal Secretary of Planning and Coordination at Curitiba Municipality; Director atHospital Oswaldo Cruz; Director of Planning and Chief Official at Imap; Chairman atInstituto de Previdência dos Servidores do Município de Curitiba -IPMC; and Municipal Secretary of Human Resources at Curitiba Municipality. Mr. Giacomini was appointed by the State of Paraná.

Hélio Marques da Silva. Mr. Silva is 53 years old.With a degree in Law, Mr. Silva works as an Industrial Technician of Electrotechnics at Copel. He has held positions throughout his career in the Company, such as maintenance technician (1993-2005); maintenance mechanic (1993); trainee mechanic (1991-1993); and security guard (1987-1991). Hélio Marques da Silva has been a member of Copel's Board of Directors since April 2015.

Board of Executive Officers

Our Board of Executive Officers meets every two weeks  and is responsible for the daily management of the Company. Each Executive Officer also has individual responsibilities established by our bylaws.

According to our bylaws, our Board of Executive Officers consists of five members. The Executive Officers are elected by the Board of Directors for three-year terms but may be removed by the Board of Directors at any time. Under the Shareholders’ Agreement, BNDESPAR has the right to appoint one member to the Board of Executive Officers. The terms of the current members of the Board of Executive Officers expire in December 2017. The current members are as follows:

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Name

Position

Since

Luiz Fernando Leone Vianna Mauro Ricardo Machado Costa

Chief Executive Officer

20152017

Marcos DomakoskiRoberto Lamb

Chief Business Management Officer2017

Letícia Pedercini Issa Maia

2017

Alternates

Roberto Brunner

2011

Gilmar Mendes Lourenço

2013

Luiz Eduardo da Veiga SebastianiKurt Janos Toth

Chief Financial and Investor Relations Officer

20152017

Jonel Nazareno IurkAlexandre Pedercini Issa

Chief Business Development Officer

20132017

* Two position are vacant.

** One position is vacant.

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Cristiano Hotz

Chief Institutional Relations Officer

2015

Table of Contents

 

AUDIT COMMITTEE

The following are brief biographiesPursuant to Rule 10A-3 under the Securities Exchange Act and our bylaws, our Audit Committee is composed of the currentat least three members of our Board of Executive Officers:Directors, each of whom serves a term of two years, and may be re-elected. Pursuant to the Statutory Audit Committee charter, the Statutory Audit Committee members are appointed by, and may be replaced by, a resolution taken by our Board of Directors. The members of the Statutory Audit Committee are Mr. Mauricio Schulman (chairman), Mr. Rogério Perna (financial expert), Ms. Leila Abraham Loria, Ms. Olga Stankevicius Colpo and Mr. Marco Antônio Barbosa Cândido. All of the members of the Statutory Audit Committee are members of our Board of Directors. The Statutory Audit Committee is responsible for helping to prepare our financial statements, ensuring that we are in compliance with all legal requirements related to our reporting obligations, monitoring the work of the independent auditors and our staff who are responsible for internal auditing of the Company and reviewing the effectiveness of our internal control and risk management procedures and staff.

Luiz Fernando Leone Vianna. Mr. Vianna has beenUnder Brazilian Corporate Law, the function of hiring independent auditors is reserved for the board of directors of a company. As a result, our Chief Executive Officer since January 1, 2015. For biographical information regarding Mr. Vianna, see “BoardBoard of Directors”.Directors acts as our Statutory Audit Committee, as specified in Section 3(a)(58) of the Securities Exchange Act, for the purposes of approving, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to us or our subsidiaries. Except in these respects, our Statutory Audit Committee is comparable to and performs the functions of audit committees of U.S. companies.

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Marcos DomakoskiCOMPENSATION OF DIRECTORS, OFFICERS, FISCAL COUNCIL MEMBERS AND AUDIT COMMITTEE MEMBERS. Mr. Domakoski is 62 years old. Civil Engineer, Mr. Domakoski has a Master degree in Management. He is currently

Under Brazilian law, the Chief Corporate Business Management Officer of Copel and the Chairmantotal compensation of the Board of Directors, atCopel Geração e Transmissão S.A. (since 2013); Vice-president ofMovimento Pro-Parana (since 2012); Permanent memberExecutive Board and Fiscal Council is established annually by our general shareholders meeting. Under Section 162 of the Higher Council ofAssociação Comercial do Paraná - ACP (since 2004); SignatoryBrazilian Corporate Law, the compensation of the UN Global Compact (since 2003); Membermembers of our fiscal council must be equal to, or greater than, 10% of the average compensation paid to the members of our Executive Board (excluding benefits and profit-sharing plans, if applicable). The members of our Fiscal Council receive 15% of the monthly compensation of the Chief Executive Officer. Finally, the members of our audit committee (who are also members of our Board of Directors) receive R$5,000 in addition to the monthly compensation paid to the members of the Fiscal Council.

For the year ended December 31, 2017, the aggregate amount of compensation paid by us to the members of our Board of Directors, atInstituto de Tecnologia para o Desenvolvimento - Lactec (since 1998). Previously, Mr. Domakoski acted as Chief Business Management Officer atCompanhia Paranaense de Energia - Copel; MemberBoard of theExecutive Officers and Fiscal Council was R$8.5 million, of which 80.1% was for our Board of Executive Officers, 13.0% was for our Board of Directors, atand 6.9% was for our Fiscal Council, as approved by our 62nd annual shareholders’ meeting held on April 28, 2017.Banco Regional de Desenvolvimento do Extremo Sul - BRDE (2003-2004); Chief Executive Officer atAssociação Comercial do Paraná (2000-2004); Member

The following table shows additional details about the compensation paid to the members of theour Board of Directors, atInstituto Brasileiro de Qualidade e Produtividade - IBQP (2000-2004); Chief AdministrativeExecutive Board and Financial Officer atCia.Melhoramentos de São Paulo - Indústria de Papel (1986-1987) and Chief Financial Officer atSanta Maria Cia. de Papel e Celulose (1984-1986); Vice-president atRio Branco Cia. de Seguros (1982-1983); and Professor atUniversidade Federal do Paraná (1981-2009). 

Luiz Eduardo da Veiga Sebastiani.Mr. Sebastiani is 53 years old. He received a degree in Economy fromUniversidade Federal do Paraná - UFPR, and a post-graduate degree in Economic Theory fromUniversidade Estadual de Campinas - UNICAMP (1988). Mr. Sebastiani is currently the Chief Financial and Investor Relations Officer ofCompanhia Paranaense de Energia - Copel. He held important positions throughout his professional career as a Secretary of TreasuryFiscal Council for the State of Paraná (2014); Member of the Board of Directors atCopel (2014); Chief Financial and Investor Relations Officer at Copel (2013-2014); Chief of Staff of Paraná State Government (2012); Member of the Fiscal Council at Copel (2011-2012); Member of the Fiscal Council atCompanhia de Saneamento do Paraná - Sanepar (Sanitation Utility Company) (2011-2012); Secretary of Management and Provision for the State of Paraná (2011-2012); Municipal Secretary of Finance in Curitiba (2005-2010); Member of the Board of Directors at Companhia de Habitação de Curitiba - Cohab - CT (2005-2010); Chief Transport Officer and Chairman of the Board of Directors atUrbanização de Curitiba S.A. - Urbs (2005); Board member and State of Paraná representative at theConselho Federal de Economia - Cofecon (Federal Economy Council), where he was the Chairman of the Budget Commission (2001-2002); and Head of theConselho Regional de Economia do Paraná - Corecon-PR (Regional Economy Council - State of Paraná).periods indicated.

 

Compensation (R$’000) in the years ended December 31,

 

Jonel Nazareno Iurk.Mr. Iurk has been our Chief Executive Officer since April 16, 2018. For biographical information regarding Mr. Iurk, see “Board of Directors”.

Adriano Rudek de Moura. Mr. Iurk is 61 years old.Moura was born on September 25, 1962. Mr. Iurk hasMoura took a master’sprofessional development course at Duke’s Fuqua School of Business (2010) and a professional development course at Harvard Business School (2007). Mr. Moura received a post-graduation degree in Soil ScienceFinance and Controllership from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras - FIPECAFI/USP (1997). Mr. Moura holds a degree in Accounting from Centro Universitário Ítalo Brasileiro – Unítalo (1985). Mr. Moura is currently the Chief Financial Officer of Copel Geração e Transmissão S.A. - Copel GeT; Chief Financial Officer of Copel Distribuição S.A. - Copel DIS; Chief Financial Officer of Copel Comercialização S.A. - Copel COM; and Chief Financial Officer of Copel Renováveis S.A. - Copel REN. Previously, he was the Vice-president and Chief Management, Financial and Investor Relations Officer at Elecrolux for Latin America (2003-2017); Chief Management, Financial and Investor Relations Officer at Electrolux do Brasil (1999-2003); Controller at Electrolux do Brasil (1997-1999); Vice-president at Associação Nacional de Fabricantes de Produtos Eletroeletrônicos (National Association of Home Appliance Manufacturers) - Eletros (2013-2015); Member of the Board of Directors at CTI (2011-2017); Member of the Board of Directors at Eletros (2013-2015); Member of the Fiscal Council at Gafisa (2009-2014); Member of the Fiscal Council at Tenda (2009-2014); Member of the Fiscal Council at Alphaville (2012-2013); graduate school Professor at Fundação Armando Alvares Penteado - FAAP (1999); Professor at Faculdade de Administração de Empresas e Economia do Paraná – FAE (1995); and Auditor and consultant at Arthur Andersen (1982-1997).

Harry Françóia Junior. Mr. Françóia Junior was born onFebruary 5, 1971. Mr. Françóia Junior took a course in Contemporary Law at Levin College of Law - University of Florida, Gainesville, FL, USA. (2003). Mr. Françóia Junior received a post-graduate degree in Administrative Law from Universidade Federal de Santa Catarina (2001) and in River BasinCivil Procedure Law from Instituto Brasileiro de Estudos Jurídicos - IBEJ (1997). Mr. Françóia Junior holds a degree in Law from Pontifícia Universidade Católica - PUC - PR (1996). Mr. Françóia Junior is currently Chief Legal and Institutional RelationsOfficer of Copel Geração e Transmissão S.A., Copel Distribuição S.A., Copel Comercialização S.A. and Copel Renováveis S.A. Previously, he was a Member of the Board of Directors of Copel Geração e Transmissão S.A. and Member of the Board of Directors of Copel Renováveis S.A. Previously, he was Chief Business Development Officer (2017-2018), and the Chief Assistant Officer of Copel Comercialização S.A. (2013-2017); Managing Director and Presidential General Secretary for Assembleia Legislativa do Estado do Paraná (2015-2016); Vice President of Comissão de Sociedade de Advogados for OAB/PR - gestão (2007-2009 and 2013-2015); Vice President of Juridical and Political Affairs for Federação das Associações Comerciais e Industriais do Paraná - Faciap (2002-2006); Member of the Environmental Law and Consumer Defense Commission for OAB/PR - (1998-2003); Lawyer in Corporate Law segment mainly in the areas of Company and Tax Law for Harry Françóia - Advogados Associados (1999-2016); Legal and Accounting Adviser for Harry Françóia - Assessoria e Consultoria Empresarial S.C. Ltda. (1996-1999); and he carried out activities in the following banks: Banorte S.A. - management accounting (1993-1995); Citibank S.A. - serving companies (1991-1992); Bamerindus do Brasil S.A. - management assistant, accounting and clearing (1989-1991); and Meridional S.A. (1985-1986).  

117


Vicente Loiacono Neto.Mr. Loiácono was born on June 4, 1983. He received a Post-Graduate degree in Civil Procedure Law from Universidade do Sul de Santa Catarina (2010). He holds a Bachelor’s degree in Law from Faculdades Integradas Curitiba (2007) and he is currently Chief Governance, Risk and Compliance Officer at Companhia Paranaense de Energia - Copel. Mr. Loiácono has been a Lawyer at Company since 2011, where he also served as Advisor to the CEO (2017-2018); Regulatory Area Manager at Copel Distribuição S.A. (2016-2017); Advisor to the Chief Corporate Management Officer of Companhia Paranaense de Energia - Copel (2013-2016); Member of the Fiscal Council of Fundação Copel de Previdência e Assistência Social (2015); Member of the Ethical Guidance Council of Companhia Paranaense de Energia - Copel (2014); and Advisor to the Chief Legal Officer of Companhia Paranaense de Energia - Copel (2013). Previously, Mr. Loiácono had served as Lawyer at Punho Construtora e Serviços Ltda. (2008-2010); Advisor to the Appeal Panel of Tribunal de Justiça do Paraná (2007-2008); and Legal Assistant at Instituto Curitiba de Informática (2005-2006).

José Marques Filho.Mr. Marques Filho was born on April 11, 1958. He received a Doctor’s degree in Civil Engineering from Universidade Federal do Rio Grande do Sul – UFRGS (2005); and a Master’s degree in Civil Engineering from Universidade de São Paulo – USP (1990). He holds a Bachelor’s degree in Civil Engineering from Universidade de São Paulo – USP (1980). He is currently Chief Business Development Officer; Vice Chairman of Comitê Brasileiro de Barragens - CBDB (since 2017), where he serves as Coordinator of the Comitê Técnico de Uso de Concreto em Barragens (since 2003) and represents Brazil on the Committee on Concrete Dams of the International Commission on Large Dams - ICOLD; Chief Executive Officer of Paraná Gás (since 2015); Member of the Board of Directors of Instituto Brasileiro do Concreto - Ibracon (since 2014); Member of the Board of Directors of Sistema Metereológico do Paraná - Simepar (since 2013); General Coordinator and Technical Officer of Consórcio São Jerônimo (since 1996); and Assistant Professor at Universidade Federal do Paraná (2005) - UFPR (since 1992). Previously, he was an Advisor to the Chief Executive Officer of Companhia Paranaense de Gás - Compagas (2017-2018), where he was also a Member of the Board of Directors (2003); a specialization degree in Management and Environmental Engineering fromUniversidade Estadualdo Paraná (1999), and bachelor’s degrees in Mathematics (1975) and in Civil Engineering (1978) fromUniversidade Estadual de Ponta Grossa.Mr. Iurk is currentlyAdvisor to the Chief Business Development Officer (2013-2017) and to the Chief Environment and Corporate Citizenship Officer of Companhia Paranaense de Energia - Copel (2011-2013); CEO and Deputy CEO of Instituto Brasileiro do Concreto - Ibracon (2012-2013 e 2010-2011); General coordinator of the Materials and Structures Laboratory at Institutos Lactec (2003-2004), where he was also a Member of the Board of Directors (2000-2002); Chairman of the Board of Directors ofCopel Renováveis S.A. Previously, he acted as Chief Environment and Corporate Citizenship Officer(Meio Ambiente e Cidadania Empresarial) of Copel (2012-2013); Secretary of Environment and Water Resources for the State of Paraná (2011-2013); Executive Technical Officer ofECOBR - Engenharia e Consultoria Ambiental (2002-2010); Chief Officer ofInstituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis - Ibama for the State of Paraná (1995-1999); Environmental Sanitation Coordinator ofCoordenação da Região Metropolitana de Curitiba - Comec (1994); and Operational Development Engineer and Coordinator of Rural Sanitation and Environmental Studies of  Sanepar (1992-2002).

Cristiano Hotz. Mr. Hotz is 42 years old. He received a degree in Law fromPontifícia Universidade Católica do Paraná – PUC/PR and took a Specialization Course in Constitutional Law from ABDConst - Curitiba - PR, He is currently the Chief Institutional Relations Officer ofCompanhia Paranaense de Energia - Copel. Mr. Hotz held important positions throughout his professional career: he was Member of the Board of Directors atElejor - Centrais Elétricas do Rio Jordão S.A. (2014)- Elejor (2001-2003); Alternate Member of the Board of Directorsand civil engineer atDominó Holdings S.A. (2014); Advisor to the Governor of the State of Paraná (2011-2014); Member of the Electoral Law Commission of the Bar Association of the State of Paraná (OAB/PR) (2011-2014); Alternate Member of the Fiscal Council atFomentos Paraná - Agência de Fomento do Paraná (2011); Electoral Law Professor at theEscola Superior de Advocacia (ESA - OAB/PR) (2006-2008); Attorney General of the City of Pontal do Paraná, State of Paraná (2005);Assistant to the Secretary of Finance of the city of Curitiba (2002-2004); Chief of Staff for the Government Office at Curitiba Municipality (2000-2002); Founding member of theInstituto Companhia Paranaense de Direito EleitoralEnergia - Iprade; Chairman of the 6th Trial Group of the Court of Ethics and Discipline at OAB/PR; Member of Special Trial Chamber of the Court of Ethics and Discipline at OAB/PR; and Member of the Research Group on the Masters in Business Law and Citizenship at Unicuritiba: Civil and Environmental Responsibility from the Civil and Constitutional Perspective.

83


Table of ContentsCopel (1994-2017).

 

118


Fiscal CouncilFISCAL COUNCIL

We have a permanent Fiscal Council, which generally meets every three months.monthly. The Fiscal Council consists of five members and five alternates elected for one-year terms by the shareholders at the annual meeting. The Fiscal Council, which is independent of our management and of our external auditors, is responsible for:

·        reviewing our financial statements and reporting on them to our shareholders;

·        issuing special reports on proposed changes in capitalization, corporate budgets and proposed dividend distributions and any corporate reorganization; and

·        in general, supervising the activities of management and reporting on them to our shareholders.

The following table lists the current and alternate members of the Fiscal Council, who were appointed at the 6062thnd annual shareholders’ meeting held on April 23, 2015, and whose terms28, 2017. The term of all members of the Fiscal Council indicated below will expire in April 2016.2018, but, under Brazilian law, such members should remain in office until a new member is appointed by the Company’s Shareholders Annual Meeting, which was convened to occur on June 15, 2018.

Name

Since

Joaquim Antonio Guimarães de Oliveira Portes – Chairman Mauro Ricardo Machado Costa

20112017

George Hermann Rodolfo TorminRoberto Lamb

20152017

Nelson Leal JuniorLetícia Pedercini Issa Maia

2015

Massao Fabio Oya

2015

João Carlos Flor Junior

20152017

Alternates

Since

Osni Ristow

2011

Roberto Brunner

2011

Gilmar Mendes Lourenço

2013

Jorge Michel LepetierKurt Janos Toth

20152017

Vinícius FlorAlexandre Pedercini Issa

20152017

* Two position are vacant.

** One position is vacant.

119


Audit CommitteeAUDIT COMMITTEE

Pursuant to Rule 10A-3 under the Securities Exchange Act and our bylaws, our Audit Committee is composed of at least three members of our Board of Directors, each of whom serves a term of two years, and may be re-elected. Pursuant to the Statutory Audit Committee charter, the Statutory Audit Committee members are appointed by, and may be replaced by, a resolution taken by our Board of Directors. Since April 24, 2014, theThe members of the Statutory Audit Committee are Mr. José Richa FilhoMauricio Schulman (chairman), Mr. Rogério Perna (financial expert), Ms. Leila Abraham Loria, Ms. Olga Stankevicius Colpo and Carlos Homero Giacomini. There is a vacant position in the Audit Committee.Mr. Marco Antônio Barbosa Cândido. All of the members of the Statutory Audit Committee are members of our Board of Directors. The Statutory Audit Committee is responsible for helping to prepare our financial statements, ensuring that we are in compliance with all legal requirements related to our reporting obligations, monitoring the work of the independent auditors and our staff who are responsible for internal auditing of the Company and reviewing the effectiveness of our internal control and risk management procedures and staff.

84


Under Brazilian Corporate Law, the function of hiring independent auditors is reserved for the board of directors of a company. As a result, our Board of Directors acts as our Statutory Audit Committee, as specified in Section 3(a)(58) of the Securities Exchange Act, for the purposes of approving, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to us or our subsidiaries. Except in these respects, our Statutory Audit Committee is comparable to and performs the functions of audit committees of U.S. companies.

120


CompensationCOMPENSATION OF DIRECTORS, OFFICERS, FISCAL COUNCIL MEMBERS AND AUDIT COMMITTEE MEMBERS

Under Brazilian law, the total compensation of the Board of Directors, Executive Board and OfficersFiscal Council is established annually by our general shareholders meeting. Under Section 162 of the Brazilian Corporate Law, the compensation of the members of our fiscal council must be equal to, or greater than, 10% of the average compensation paid to the members of our Executive Board (excluding benefits and profit-sharing plans, if applicable). The members of our Fiscal Council receive 15% of the monthly compensation of the Chief Executive Officer. Finally, the members of our audit committee (who are also members of our Board of Directors) receive R$5,000 in addition to the monthly compensation paid to the members of the Fiscal Council.

For the year ended December 31, 2014,2017, the aggregate amount of compensation paid by us to the members of our Board of Directors, Board of Executive Officers and Fiscal Council was R$8.5 million, of which 81.4%80.1% was for our Board of Executive Officers, 12.5%13.0% was for our Board of Directors, and 6.1%6.9% was for our Fiscal Council, as approved by our 59th62nd annual shareholders’ meeting held on April 24, 2014.28, 2017.

The following table shows additional details about the compensation paid to the members of our Board of Directors, Executive Board and Fiscal Council for the periods indicated.

 

Compensation (R$’000) in the years ended December 31,

 

Board of Directors

Executive Officers

Fiscal Council

Area

2017

2016

2015

2017

2016

2015

2017

2016

2015

Number of members(1)

9

9

9

6

6

6

5

5

5

Salary

959.5

1,159.6

955.5

6,066.4

6,417.9

6,507.9

557.2

505.1

544.0

Compensation for attending committees(2)

123.0

180.6

160.2

-

-

-

-

-

-

Others(3)

16.2

23.5

22.5

721.1

483.0

491.7

26.9

11.1

15.9

Total

1,098.7

1,363.7

1,138.2

6,787.5

6,900.9

6,999.6

584.1

516.2

559.9

          

(1)This figure corresponds to the average number of members per year.

(2) Refers to Statutory Audit Committee.

(3)Refers Private Pension Contribution, Assistance Plan for all members and Representation Grant for Executive Officers.

We have no service contracts with our directors providing for benefits upon termination of employment. We do not have a stock option plan for our directors, officers or employees.

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EmployeesEMPLOYEES

AtOn December 31, 2014,2017, we had 8,5928,245 employees, compared to 8,6478,531 employees aton December 31, 20132016 and 9,4688,628 employees aton December 31, 2012.2015. Including employees at Compagas, Elejor and UEG Araucária Ltda. (companies in which we have a majority stake) we had 8,7728,432 employees by the endas of 2014.December 31, 2017.

The following table sets forth the number of our employees and a breakdown of employees by categoryarea of activity as of the dates indicated in each area of our operations.

As of December 31,

As of December 31,

Area

2014

2013

2012

2017

2016

2015

Generation and transmission

1,554

1,448

1,188

1,734

1,680

1,568

Distribution

6,071

6,069

6,241

5,746

6,022

6,032

Telecommunications

601

360

340

649

660

621

Corporation staff and research and development

329

755

1,668

78

69

347

Other employees

37

15

31

38

100

60

Total employees of Copel wholly-owned subsidiaries

8,592

8,647

9,468

8,245

8,531

8,628

Compagas

160

152

143

163

162

162

Elejor

7

8

7

7

7

Araucária

13

10

17

16

16

Total

8,772

8,817

9,629

8,432

8,716

8,813

All of our employees are covered by collective bargaining agreements that we renegotiate annually with the unions that represent the various employee groups. In 2014,2017, we negotiated and signed labor agreements with the unions representing our employees. These new bargaining agreements became effective in October and will be in place for a one-year term. We agreed to salary increases of 7.5%1.63% in 20142017 compared to 20132016 salaries.

We provide a number of benefits to our employees. The most significant is our sponsorship ofFundação Copel de Previdência e Assistência Social (“Fundação Copel”), which supplements the Brazilian government retirement and health benefits available to our employees. As of December 31, 2014,2017, approximately 99% of our employees had elected to participate in a defined contribution plan.

In accordance with federal law and our compensation policy, our employees participate in a profit-sharing plan. The Board of Directors and the shareholders must approve the amount of such compensation, which is determined in accordance with an agreement between an employee committeeandcommittee and us. An employee’s receipt of compensation is conditioned on the company meeting certain benchmarks described in the above-mentioned agreement, as confirmed in our published year-end financial statements. The amount of profit-sharing distributions provisionedreserved and approved for the 20142017 fiscal year (including Compagas) was R$93.268.8 million. The amount of profit-sharing distributions accrued and approved for the 20132016 fiscal year (including Compagas) was R$80.064.8 million. The terms of the profit-sharing agreement are currently being revised and negotiated for future years.

85


Between March 2011 and December 2012, we had a voluntary retirement program (“PSDV”) in order to reduce costs and to prepare a retiree’s successor. Pursuant to the plan, an employee who had worked at least 20 years at Copel and was at least 50 years of age could opt to join the program by December 31, 2012, and will have up to 12 months to prepare his successor. The total cost of this program (2011 and 2012) was approximately R$206.2 million.A total of 1021 employees joined the program and had left the company between 2011 and 2013.

On NovemberAugust 1, 2013,2016, we launched anothera new retirement incentive program (“PDI”), in which an employee who had worked at least 20 years at Copel and was at least 5550 years of age could join. The deadline for joining this program( whichprogram (which is still in force) is 120 days counted from the endfirst day of the month immediately following the date on which the employee qualifies undersimultaneously meets the following requirements:requirements of: (i) being 55 years of age and ahaving obtained the retirement benefit; or (ii) being 55 years of age andhaving the sum of the minimum contribution period to INSS equal to or greater than 35 yearstime plus age in accordance with the National Institute of Social Security (“INSS”) standards.

As of December 31, 2017, 252 employees joined the program and 248 employees were dismissed under the program, totaling R$ 40.4 million in benefits/indemnity compensation for men and 30 years for women, and the deadline for opting out is up until 60 days after the accession date. Until 2014, 265 people opted out at a total costtermination of R$35.2 million.

Share Ownershipemployment contracts.

AsOn December 22, 2017, Circular Letter No. 103/2017 announced the termination of the PDI as of March 31 2015,st, 2018. Employees who meet the requirements of the PDI may adhere to it until March 31st, 2018, and be dismissed until December 15th, 2018. This Circular Letter, however, will not affect employees who have previously adhered to the PDI, who will be dismissed on the dates previously agreed upon.

122


SHARE OWNERSHIP

As of April 30, 2018, board members and executive officers held, collectively, directly or indirectly, less than 1.0%1.0% of any class of our shares.

The following table indicates the board members, executive officers and members of the fiscal council who held shares as of April 30, 2018, and their respective share ownership as of such date. No other board member, executive officer, members or alternate members of the fiscal council held shares issued by the Company on April 30, 2018”.

Number of shares

Common

Class A

Class B

Board of Directors

Mauricio Schulman

1

-

-

Leila Abraham Loria

1

-

-

Rogério Perna

1

-

-

Olga Stankevicius Colpo

1

-

-

George Hermann Rodolfo Tormin

1

-

-

Sérgio Abu-Jamra Misael

12

-

-

Adriana Angela Antoniolli

1

-

-

Marco Antônio Barbosa Cândido

1

-

-

Jonel Nazareno Iurk

1

-

-

Executive Officers

Jonel Nazareno Iurk

1

-

-

Fiscal Council - Members

Letícia Pedercini Issa Maia

2

-

-

Fiscal Council - Alternates

Alexandre Pedercini Issa

2

-

-

We have no share-based incentive plan for employees.

123


Item 7. Major Shareholders and Related Party Transactions.

MAJOR SHAREHOLDERS

Since 1954, the State of Paraná has owned the majority of our Common Shares and has exercised control over us. AtOn December 31, 2014,2017, the State of Paraná directly owned 58.6% of the Common Shares, and BNDESPAR owned directly 26.4% of the Common Shares.The State of Paraná does not have any different voting rights, but as long as it holds a majority of our Common Shares, it will have the right to elect a majority of our directorsdirectors.The following table sets forth certain information regarding the ownership of our Common Shares aton December 31, 2014.2017:

Shareholder

Common shares

Common shares

(thousands)

(% of total)

(thousands)

(% of total)

State of Paraná

85,029

58.6

85,029

58.6

BNDESPAR

38,299

26.4

38,299

26.4

Eletrobras

1,531

1.1

1,531

1.1

Public Float – ADSs

815

0.6

Public Float – BM&FBovespa

19,060

13.1

Public Float – ADRs

1,144

0.8

Public Float – B3 (Brasil, Bolsa, Balcão)

18,692

12.9

Other

297

0.2

336

0.2

All directors and officers as a group(1)

-

All directors and officers as a group(1)

-

-

Total

145,031

100.0

145,031

100.0

                                                                         

 (1) OurOn December 31, 2017, our directors and officers holdheld an aggregate of 924 Common Shares.

The following table sets forth certain information regarding the ownership of our Class B Shares aton December 31, 2014.2017:

Shareholder

Class B Shares

 

(thousand)

(% of total)

State of Paraná

BNDESPAR

27,282

21.3

Eletrobras

Traded as ADSs

45,768

35.6

Traded in the BM&FBovespa Market

55,065

43.0

Other

129

0.1

All directors and officers as a group

Total

128,244

100.0

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Table of Contents

Shareholder

Class B Shares

 

(thousand)

(% of total)

State of Paraná

BNDESPAR

27,282

21.3

Eletrobras

Traded as ADSs

31,958

24.9

Traded in the B3 (Brasil, Bolsa, Balcão)

68,879

53.7

Other

177

0.1

All directors and officers as a group

Total

128,296

100.0

 

As of March 31, 2015, 3.0%April 30, 2018, 3.38% of the Common Shares and 19.3%26.88% of the Class B Shares were held by 274204 holders that reside in the United States and have registered with the Companhia Brasileira de Liquidação e Custódia (“CBLC”). At the same date, the ADSs represented 0.1%0.74% of the Common Shares and 36.1%25.82% of the Class B Shares, and together, approximately 17.3%12.50% of our total share capital. By March, 2015, our shareholders had voted to convert 1,411Abril, 2018, there were no conversions of  Class A Shares into Class B shares. For the last three fiscal years, we had no changes in the amount of our issued corporate capital, in the number of our shares or any changes in the voting rights of our shares.

124


Shareholders’ Agreement

The State of Paraná and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), acting through the Company and Paraná Investimentos S.A., are parties to a Shareholders’ Agreement dated December 22, 1998, as amended on March 29, 2001, and with a term set to expire by December 21, 2018 (“Shareholders’ Agreement”). BNDESPAR is a wholly-owned subsidiary of BNDES. Under the Shareholders’ Agreement, the State of Paraná cannot approve, without BNDESPAR’s prior authorization, the following matters:

·        amendments to our bylaws;

·        reductions or increases of our capital stock;

·        changes in our corporate purpose;

·        creation of a new class of our preferred shares;

·        issuances of securities convertible into our shares or call options for our shares;

·        reverse splits or splits of issued shares;

·        constitution of reserves, funds or accounting provisions that affect the rights and interests of minority shareholders;

·        liquidations or voluntary corporate restructurings;

·        mergers, spin-offs, transformations, transfers or acquisitions of interests in other companies;

·        incorporation of wholly-owned subsidiaries;

·adoption of policy with respect to minority shareholders in the case of merger, amalgamation, split-off and transfer of control in Copel; and

·        reduction in mandatory dividends.

 

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Related Party Transactions

We engage in transactions, including the sale of electric energy, with our principal shareholders and with our affiliates. The tariffs we charge on electric energy sold to our related parties are approved by ANEEL, and the amounts are not material.

Transactions with Shareholders

The following summarizes the most significant transactions with our principal shareholders:

Government of the State of Paraná

The State of Paraná owns 58.6% of our Common Shares. We had accounts receivable from the government of the State of Paraná under the CRC Account agreement in the amount of R$1,344.11,516.4 million atas of December 31, 2014.2017. The outstanding balance bears interest of 6.7%6.65% per year and is adjusted in accordance with the IGP-DI inflation index. We recorded interest income and monetary variation receivable from the government of the State of Paraná under the CRC Account of R$157.490.7 million in 2014.2017. For more information, see “Item 5. Operating and Financial Review and Prospects—Overview—Impact of the CRC Account”.

We also had an amount receivable of R$168.4 million related to the Luz Fraterna Program, a program that allows the State of Paraná to pay off the energy bills of customers enrolled in the Social Electricity Tariff, provided that consumption does not exceed 120 kWh. For more information, see Note 37 of our audited consolidated financial statements.

We also had ICMS payables in the amount of R$85.7151.9 million as of December 31, 2014.2017. ICMS expenses during 20142017 amounted to R$2.63.7 billion.

BNDES and BNDESPAR

BNDESPAR, a wholly-owned subsidiary of BNDES, owns 26.4% of our Common Shares and has the right to appoint two members to our Board of Directors. BNDES has granted us loans to finance the construction of generation and transmission facilities.

As of December 31, 2014,2017, we had an aggregate of R$1,526.11,900.8 million in outstanding debt with BNDES under these facilities.

Fundação Copel

Fundação Copelis a closed pension fund sponsored by Copel, Compagas and other entities that runs and operates benefit plans, welfare and social assistance. In 2014,2017, Copel made payments to Fundação Copel consisting of: (i) rental in the amount of R$11.116.3 million and (ii) R$201.5237.6 million for expenditure on pension and welfare plans.

Transactions with Affiliates

Dona Francisca Energética S.A.

We own 23.0% of the total issued and outstanding share capital ofDona Francisca Energética S.A. We had accounts payable in the amount of R$6.51.4 million as of December 31, 2014. We provided guaranties to Dona Francisca in connection with loans obtained fromBanco Bradesco S.A., and to BNDES, in an amount proportionate to our interest in Dona Francisca. The outstanding balance of the loans and financing was R$1.2 million as of December 31, 2014.2017.

We haveUntil March 2015, we had a power purchase agreement with Dona Francisca,DFESA, valued at R$72.081.3 millionannually, under which obligates Copel Geração e Transmissão purchased 100% of DFESA’s assured energy. In April 2015, we signed a new ten-year power purchase agreement with DFESA, valued at R$17.0 million annually, under which Copel Geração e Transmissão purchases 23.03% of DFESA’s assured energy (proportional to purchase 100.0%Copel’s equity interest).

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Voltália São Miguel do Gostoso I Participações S.A.

We own 49.0% of the energy generatedtotal issued and outstanding share capital of Voltália São Miguel do Gostoso I S.A. On May 14, 2015, a loan agreement was entered by and between us (lender) and Voltalia São Miguel do Gostoso Participações S.A. (borrower), with retroactive effect as of February 6, 2015, in the total amount of up to R$29.4 million plus IOF tax, with a two year term and a remuneration of 111.5% of the CDI index aiming at Dona Franciscaproviding working capital to finance the activities and business of Voltália São Miguel do Gostoso I S.A. The initial two-year term was extended until March 2015.February 6, 2018, when the loan agreement was paid in full. Voltália used R$38.2 million of the credit line’s total amount.

As of December 31, 2017 we had an outstanding receivable amount of R$38.2 million related to this loan agreement.

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Item 8. Financial Information.Information

See pages F-1 through F-119.

88


F-1Table of Contents64.

A. Consolidated Financial Information

See “Item 3. Key Information—Selected Financial Data”, “Item 5. Operating and Financial Review and Prospects – Overview” and “Item 18. Financial Statements.”

Legal Proceedings

We are currently subject to numerous proceedings relating to civil, administrative, labor and tax claims. Our audited consolidated financial statements only include provisions forwhen the Company has a present obligation (legal or constructive) resulting from a past event; it is probable (i.e, more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation; and reasonably estimable losses and expenses we may incur in connection with pending litigation. Ata reliable estimate can be made of the amount to settle the obligation.As of December 31, 2014,2017, our provisions for such risks were R$1,546.6 million, which we believe to be sufficient to meet probable and reasonably estimated losses1,512.1 million. However,it is possible that some amounts actually paid are different from the estimates made in the event of unfavorable rulings relating to the legal proceedings in which we are a party. However, we cannot assure you thatrecognizing these provisions will be sufficient.because of determinations of final judgments and/or liquidations of the award.

As of December 31, 2014,2017, we estimate that the total amount of claims against us, excluding disputes involving non-monetary claims or claims thatwhose potential losses cannot be evaluated inreasonably estimated due to the current stageearly stages of proceedings, classified as possible losses,for which no provisions have been made, was approximately R$2,738.83,123.5 million, of which R$558.9360.3 million correspond to labor claims; R$107.120.3 million to employee benefits; R$18.5793.7 million to regulatory claims; R$698.11,091.1 million to civil claims; and R$1.356.2858.1 million to tax claims. For more information, see Note 29 to the30 of our audited consolidated financial statements.

ANEEL Determinations

We are contesting a determination by ANEEL that would require us to recognize in our current liabilities at December 31, 2014, approximately R$1,737 million in relationa value relative to energy purchased from Itaipu during the energy rationing period that occurred in 2001, when there was a significant difference between the purchase price of Itaipu energy and energy sold in the spot market. This value would be approximately R$2,478.4 million as of December 31, 2017. Our management believes that losses resulting from the final ruling of this claim are remote and therefore we have no provision relating to this matter. However, we may be required to contribute to the amounts owed by other energy companies under similar lawsuits, and as of December 31, 2014,2017, we had provisions of R$41.949.4 million to cover probableexpected losses related to these other lawsuits.

Tax and Social Contribution Claims

During the second half of 2010, two lawsuits were decided before the Federal Regional Court (Tribunal Regional Federal) in favor of the federal government, reversing the prior judgment that recognized our immunity regarding the payment of COFINS tax. As a result, the Federal Internal Revenue Service (Receita Federal) issued an infraction notice demanding the payment of COFINS tax from the periodsperiod between August 1995 and December 1996, and between October 1998 and June 2001.1996. As of December 31, 2014,2017, we had provisioned R$61.0 million and R$193.4 million for each period, respectively, for a total provision of R$254.479.7 million to cover probableexpected losses related to these lawsuits.

We are party to administrative and judicial proceedings pursuant to which we are challenging claims of the Brazilian Social Security authorities to pay additional security contributions for the period between 2000 and 2006. In these proceedings, we estimate the valueamount of our probableexpected loss to be R$39.324.4 million.

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Labor RelatedLabor-related Claims

We are the defendant in several lawsuits filed by either current or past employees of ours, related to overtime claims, dangerous work conditions, relocation, and other matters. As of December 31, 2014,2017, we have provisionedprovisions totaling R$326.3475.6 million to cover probablereflecting the expected losses related to these lawsuits.

Regulatory

We are disputing certain regulatory and legal proceedings in connection with ANEEL’s allegations that we violated regulatory standards. As of December 31, 2014,2017, we have provisionedprovisions totaling  R$58.464.3 million to cover probablereflecting the expected losses related to these proceedings.

Additional Claims

We are party to several lawsuits related to accidents involving equipment used in our electricity transmission and distribution grids, vehicle accidentsand lawsuits for the recovery of commissions byTradener (moreby Tradener (for more information see Note 29.1(e)30.1.2(e) of ourouraudited consolidated financial statements). As of December 31, 2014,2017, we have provisionedprovisions totaling R$256.2527.6 million to cover probablereflecting the expected losses related to these lawsuits.

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In July 2004,Rio Pedrinho Energética S.A. (“Rio Pedrinho”) andConsórcio Salto Natal Energética S.A. (“Salto Natal”) commenced arbitration proceedings against Copel Distribuição seeking approximately R$25.0 million each for outstanding amounts due under energy purchase agreements, and any associated penalties. In September 2005, the arbitration panel ordered Copel Distribuição to pay each company approximately R$27.5 million.

We filed a lawsuit in November 2005 in the local courts in Curitiba seeking to annul the decision of the arbitration panel. Subsequently, Rio Pedrinho and Salto Natal filed judicial enforcement proceedings seeking to require that we pay them the awards granted by the arbitration. Copel presented before judicial courts letter of guaranties in order to guarantee eventual payments due to Rio Pedrinho and Salto Natal. The chance of losses under this proceeding remains classified as probable as plaintiffs are still seeking to enforce R$28.3 million against us. As of December 31, 2014, we had provisions of R$60.7 million to cover probable losses related to this proceeding.

As the result of a November 2004 lawsuit filed byIvaí Engenharia de Obras S.A. (“Ivaí”), we were ordered to pay R$180.9 million based on a claim by Ivaí that amounts paid by us were insufficient to cover Ivaí’s costs related to Ivaís construction work on the Rio Jordão project. We appealed this decision and were partially successful, avoiding the application of the SELIC interest rate in addition to the penalty interest. We were granted an injunction to suspend this payment, which also resulted in the suspension of the provisional enforcement then brought by Ivaí.

As of December 31, 2014, we had provisions of R$349.1 million to cover probable losses related to this proceeding.

We are also party to several lawsuits brought by landowners whose land has been affected by our transmission and distributions lines. As of December 31, 2014,2017, we have provisionedprovisions totaling R$25.4110.9 million to cover probablereflecting the expected losses related to these lawsuits.

129


Dividend Payments

In accordance with our bylaws and Brazilian Corporate Law, we regularly pay annual dividends for each fiscal year within sixty days of the declaration of the dividends at the annual shareholders’ meeting. To the extent amounts are available for distribution, we are required to distribute as a mandatory dividend an aggregate amount equal to at least 25.0% of our adjusted net profit. Dividends are allocated pursuant to the formula described in “Dividend Priority of Class A Shares and Class B Shares” below. Under Brazilian Corporate Law, we are not permitted to suspend the mandatory dividend payable with respect to the Common Shares Class A Shares and Class B Shares for any year. Brazilian Corporate Law permits, however, a company to suspend the payment of all dividends if the Board of Directors, with the approval of the Fiscal Council, reports at the shareholders’ meeting that the distribution would be detrimental to the Company given its financial circumstances. In such a case, companies with publicly traded securities must submit a report to the CVM providing the reasons for the suspension of dividend payments. Notwithstanding the above, Brazilian Corporate Law and our bylaws provide that Class A Shares and Class B Shares shall acquire voting rights if we suspend the mandatory dividend payments for more than three consecutive fiscal years, and such voting rights will continue until all dividend payments, including back payments, have been made. We are not subject to any contractual limitations on our ability to pay dividends.

Calculation of Adjusted Net Profit

Annual dividends are payable from our adjusted net profit for such period. Brazilian Corporate Law defines “net profit” for any fiscal year as the result of a fiscal year after the deduction of income and social contribution taxes for that fiscal year and after the deduction of any amounts allocated to employees’ and management’s participation in our results in such fiscal year. The “net profit” for a relevant fiscal year is subject to adjustment by the addition or subtraction of amounts allocated to legal and other reserves, the result of which is known as our adjusted net profit.

90


In accordance with Brazilian Corporate Law, we must maintain a legal reserve, to which we must allocate a minimum of 5% of our net profits for each fiscal year until such reserve reaches an amount equal to 20.0% of our capital stock (calculated in accordance with Brazilian Corporate Law). However, we are not required to make any allocations to our legal reserve in a fiscal year in which the legal reserve, when added to our other established capital reserves, exceeds 30.0% of our total capital. The amounts to be allocated to such reserve must be approved by our shareholders in a shareholders’ meeting and may be used only for the increase of our capital stock or compensation of losses. At

On December 31, 2014,2017, our legal reserve was R$685.1844.4 million, or approximately 9.9%5.4% of our capital stock at that date.

In addition to deducting amounts for the legal reserve, under Brazilian Corporate Law net profit may also be adjusted by deducting amounts allocated to:

·

the contingency reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits to a contingency reserve for anticipated losses that are deemed probable in future years, which amount may be estimated;

·

the tax incentives reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits resulting from government donations or subsidies for investment purposes.

·the contingency reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits to a contingency reserve for anticipated losses that are deemed probable in future years, which amount may be estimated;130

·the tax incentives reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits resulting from government donations or subsidies for investment purposes.


 

On the other hand, net profits may also be increased by:

·

the reversal of any amounts previously allocated to a contingency reserve in the fiscal year in which the loss that had been anticipated does not occur as projected or in which the anticipated loss occurs but is lower than the contingency allocated to it; and

·

·the reversal of any amounts previously allocated to a contingency reserve in the fiscal year in which the loss that had been anticipated does not occur as projected or in which the anticipated loss occurs but is lower than the contingency allocated to it; and

·any amounts included in the unrealized profits reserve that have been realized in the relevant fiscal year and have not been used to offset losses, as approved by our shareholders’ meeting, upon the proposal of our Board of Directors or Board of Executive Officers.

Moreover, our net profits are also adjusted by adding the realization of amounts registered under “Equity Value Adjustments”. The account “Equity Value Adjustments” was created as a result of the first-time adoption of IFRS by Copel in 2010, which caused a fair value revaluation of certain fixed assets and the adoption of the fair value as its “deemed cost” at that date. The increase of the deemed cost of fixed assets led to an increase in depreciation costs. Thus, our management has decided to add to the adjusted net profits the realization of the “Equity Value Adjustments” in order to compensate for effects of the increased depreciation costs.This procedure is authorized by ICPC 10 (Interpretação do Comitê de Pronunciamento Contábil).In 2017, our adjusted net profits used to offset losses,calculate our dividends was increased by R$71,7 million as approved by our shareholders’ meeting, upon proposala result of our Board of Directors or Board of Executive Officers.said realization.

The amounts available for distribution are determined on the basis of the Statutory Financial Statements prepared using the method required by Brazilian Corporate Law, which differ from our audited consolidated financial statements included herein.

Dividend Priority of Class A Shares and Class B Shares

According to our bylaws, Class A Shares and Class B Shares are entitled to receive annual, non-cumulative minimum dividends, which dividend per share shall be at least 10% higher than the dividends per share paid to the holders of the Common Shares. Class A Shares have a dividend priority over the Class B Shares, and Class B Shares have a dividend priority over the Common Shares. To the extent that dividends are paid, they are to be paid in the following order:

·        first, the holders of Class A Shares have the right to receive a minimum dividend equal to 10% of the total share capital represented by the Class A Shares outstanding at the end of the fiscal year in respect of which the dividends have been declared;

·second, to the extent there are additional amounts to be distributed after all amounts allocated to the Class A Shares have been paid, the holders of Class B Shares have the right to receive a minimum dividend per share equal to (i) the mandatory dividend divided by (ii) the total number of Class B Shares outstanding at the end of the fiscal year in respect of which the dividends have been declared; and

·third, to the extent that there are additional amounts to be distributed after all amounts allocated to the Class A Shares and the Class B Shares have been paid, the holders ofCommon Shares have the right to receive an amount per share equal to (i) the mandatory dividend divided by (ii) the total number of Common Shares outstanding at the end of the fiscal year in respect of which dividends have been declared, provided that the Class A Shares and Class B Shares receive dividends per share at least 10% higher than the dividends per share paid to the Common Shares.

91


first, the holders of Class A Shares have the right to receive a minimum dividend equal to 10% of the total share capital represented by the Class A Shares outstanding at the end of the fiscal year in respect of which the dividends have been declared;

·

second, to the extent there are additional amounts to be distributed after all amounts allocated to the Class A Shares have been paid, the holders of Class B Shares have the right to receive a minimum dividend per share equal to (i) the mandatory dividend divided by (ii) the total number of Class B Shares outstanding at the end of the fiscal year in respect of which the dividends have been declared; and

·

third, to the extent that there are additional amounts to be distributed after all amounts allocated to the Class A Shares and the Class B Shares have been paid, the holders of Common Shares have the right to receive an amount per share equal to (i) the mandatory dividend divided by (ii) the total number of Common Shares outstanding at the end of the fiscal year in respect of which dividends have been declared, provided that the Class A Shares and Class B Shares receive dividends per share at least 10% higher than the dividends per share paid to the Common Shares.

 

To the extent that there are additional amounts to be distributed after all amounts described in theinthe preceding items have been paid and in the form therein described, any such additional amount will be divided equally among all our shareholders.

131


Payment of Dividends

We are required to hold an annual shareholders’ meeting by April 30th of each year at which, among other things, an annual dividend may be declared by decision of the shareholders on the recommendation of the management, as approved by the Board of Directors. The payment of annual dividends is based on the financial statements prepared for the fiscal year ending December 31. Under Brazilian Corporate Law, we must pay dividends to shareholders of record within 60 days of the date of the shareholders meeting that declared the dividends. A shareholders’ resolution may set forth another date of payment, which must occur prior to the end of the fiscal year in which such dividend was declared. We are not required to adjust the amount of paid-in capital for inflation for the period from the end of the last fiscal year to the date of declaration or to adjust the amount of the dividend for inflation for the period from the end of the relevant fiscal year to the payment date. Consequently, the amount of dividends paid to holders of Class B Shares may be substantially reduced due to inflation.

Pursuant to our bylaws, our management may declare interim dividends to be paid from profits in our semi-annual financial statements approved by our shareholders. Any payment of interim dividends countcounts towards the mandatory dividend for the year in which the interim dividends were paid.

Pursuant to Brazilian Corporate Law, we may pay interest on equity in lieu of dividends as an alternative form of making distributions to shareholders. We may treat a payment of interest on equity as a deductible expense for tax purposes, provided that it does not exceed the lesser of:

·        

the total amount resulting from (i) Long-Term Interest Rate (Taxa de Juros a Longo Prazo, or “TJLP”) multiplied by (ii) the total shareholders’ equity (determined in accordance with Brazilian Corporate Law), less certain deductions prescribed by Brazilian Corporate Law; and

·        

the greater of (i) 50.0% of current net income (after the deduction of social contribution on profits (CSLL ‒Contribuição Social sobre o Lucro Líquido) and before taking such distributions and any deductions for corporate income tax) for the year in respect of which the payment is made or (ii) 50.0% of retained earnings and profit reserves for the year prior to the year in respect of which the payment is made.

In order to be eligible to receive amounts remitted in foreign currency outside of Brazil, shareholders who are not residents of Brazil must register with the Central Bank in order to receive dividends, sales proceeds or other amounts with respect to their shares. The Class B Shares underlying the ADSs are held in Brazil by the Custodian, as agent for the Depositary, which is the registered owner of our shares.

Payments of cash dividends and distributions, if any, will be made in Brazilian currency to the Custodian on behalf of the Depositary, which will then convert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the Depositary for distribution to holders of ADSs. In the event that the Custodian is unable to immediately convert the Brazilian currency received as dividends into U.S. dollars, the amount of U.S. dollars payable to holders of ADSs may be adversely affected by devaluations of the Brazilian currency that occur before such dividends are converted and remitted. In the event the holder of an ADS fails to collect its dividends from the Custodian within three (3) years, counted as of the date when such dividend was made available, Brazilian corporate law states that such dividends may be returned to us. In this case, the ADS holder shall lose its right to receive the dividends.

 

132

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The table below sets forth the cash distributions we paid/will pay as dividends and as interest on equity for the periods indicated.

Year

Payment date

Distribution (R$ thousands)

Payment per share (R$)

 

 

 

Common

Preferred A

Preferred B

2013

May 2014

560,537

1.95572

2.52507

2.15165

2014

June 2015

622,523

2.17236

2.52507

2.39000

2015

June 2016

326,795

1.13716

2.52507

1.25473

2016

June 2017

282,947

0.98539

2.89050

1.08410

2016

December 2017

223,266

0.77927

-

0.85932

2017

To define

266,000

0.92624

2.89050

1.01887

The table below sets forth the cash distributions we paid/will pay as dividends and as interest on equity, translated into US$ based on the exchange rate at year-end, for the periods indicated.

Year

Payment date

Distribution (US$ thousands)

Payment per thousand shares (US$)

 

 

 

Common

Preferred A

Preferred B

2013

May 2014

239,280

0.83485

1.07789

0.91849

2014

June 2015

234,366

0.81785

0.95063

0.89978

2015

June 2016

83,691

0.29122

0.64666

0.32133

2016

June 2017

86,818

0.30235

0.88690

0.33264

2016

Dec 2017

68,505

0.23911

-

0.26367

2017

To define

83,965

0.29237

0.91241

0.32161

Item 9.   The Offer and Listing

 

The principal trading market for our shares (including our Class B Shares) is the B3 (Brasil, Bolsa, and Balcão) market. On March 31, 2018, approximately 5,527 shareholders owned our Class B Shares.

The following table sets forth the reported high and low closing sale prices for our shares on the B3 (Brasil, Bolsa, and Balcão) market for the periods indicated.

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The table below sets forth the cash distributions we paid/will pay as dividends and as interest on equity for the periods indicated.

Year

Payment date

Distribution
(R$ thousands)

Payment per share (R$)

 

 

 

Common

Preferred A

Preferred B

2010

May 2011

281,460

0.98027

2.52507

1.07854

2011

May 2012

421,091

1.46833

2.52507

1.61546

2012

May 2013

268,554

0.93527

2.52507

1.02889

2013

May 2014

560,537

1.95572

2.52507

2.15165

2014(1)

June 2015

622,523

2.17236

2.52507

2.39000

      

(1)Anticipation of part of Dividends and Interest on Equity – JCP in November 2014 (R$350.8 million in dividends and R$30.0 million in Interest on Equity).

The table below sets forth the cash distributions we paid/will pay as dividends and as interest on equity, translated into US$ based on the exchange rate at year-end, for the periods indicated.

Year

Payment date

Distribution

(US$ thousands)

Payment per thousand shares (US$)

 

 

 

Common

Preferred A

Preferred B

2010

May 2011

168,923

0.58833

1.51547

0.64731

2011

May 2012

224,486

0.78278

1.34613

0.86121

2012

May 2013

131,419

0.45768

1.23566

0.50349

2013

May 2014

239,280

0.83485

1.07789

0.91849

2014(1)

June 2015

234,366

0.81785

0.95063

0.89978

      

(1)Anticipation of part of Dividends and Interest on Equity – JCP in November 2014 (R$132.1 million in dividends and R$11.3 million in Interest on Equity).

Item 9.   The Offer and Listing

The principal trading market for the Class B Shares is the BM&FBovespa market, which is maintained byBM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBovespa”). On March 31, 2015, approximately 2,530 shareholders owned our Class B Shares.

The following table sets forth the reported high and low closing sale prices for the Class B Shares on the São Paulo Stock Exchange for the periods indicated.

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Price per Common Share

Price per Class B Share

 

High

Low

High

Low

 

(R$)

(R$)

(R$)

(R$)

2013

 30.50

 20.02

37.01

26.21

2014

 27.86

 17.18

40.40

23.64

2015

 25.20

 15.90

36.75

23.60

2016

 24.81

 12.07

 37.20

 17.75

1st Quarter

 19.57

 12.07

 30.39

 17.75

2nd Quarter

 20.79

 15.49

 30.66

 23.37

3rd Quarter

 23.29

 19.81

 35.37

 29.33

4th Quarter

 24.81

 18.97

 37.20

 26.36

2017

28.46

18,33

35.37

22.21

1st Quarter

28.46

19.10

35.37

27.20

2nd Quarter

25.25

18.33

32.27

24.25

3rd Quarter

24.44

19.09

30.20

24.57

4th Quarter

24.20

19.31

29.41

22.21

October

24.20

21.48

29.41

24.99

November

21.47

19.61

25.20

23.06

December

21.40

19.31

24.95

22.21

2018, up to April 30, 2018

24.00

20.19

35.37

27.20

1st Quarter

24.00

20.19

35.37

27.20

January

21.80

20.19

32.33

27.20

February

23.59

20.78

34.86

31.85

March

24.00

22.40

35.37

32.20

2nd Quarter

23.25

21.80

26.94

24.53

April

23.25

21.80

26.94

24.53

In the United States, our Class B Shares in the form of ADSs, each representing one Class B Share (as a result of the reverse stock split), issued by the Depositary pursuant to the Deposit Agreement by and between Copel, the Depositary and the registered holders and beneficial owners from time to time of the ADSs. The ADSs trade on the NYSE under the symbols “ELP” and “ELPVY”. The following table sets forth the reported high and low closing sales prices for ADSs on the NYSE for the period indicated.

134

 

Price per Class B Shares

 

High

Low

 

(R$)

2010

44.60

33.00

2011

46.50

31.93

2012

48.29

26.40

2013

37.01

26.21

1st Quarter

33.22

27.97

2nd Quarter

37.01

26.21

3rd Quarter

31.50

27.49

4th Quarter

33.40

29.85

2014

40.40

23.64

1st Quarter

31.05

23.64

2nd Quarter

34.99

29.30

3rd Quarter

40.40

27.96

4th Quarter

38.00

30.30

2015, up to April 14, 2015

 

 

1st Quarter

34.77

30.75

January

34.72

31.20

February

34.50

30.75

March

34.77

31.65

2nd Quarter

 

 

April

36.75

34.20

In the United States, the Class B Shares trade in the form of ADSs, each representing one Class B Share (as a result of the reverse stock split), issued by The Bank of New York Mellon, as depositary (“Depositary”) pursuant to a Deposit Agreement (“Deposit Agreement”) between Copel, the Depositary and the registered holders and beneficial owners from time to time of the ADSs. The ADSs trade under the symbols ELP and ELPVY. The following table sets forth the reported high and low closing sales prices for ADSs on the NYSE for the period indicated.

 

U.S. dollars per ADS

 

High

Low

 

(US$)

2010

26.28

18.07

2011

29.41

17.80

2012

26.03

17.25

2013

18.05

11.77

1st Quarter

16.77

14.05

2nd Quarter

18.05

11.77

3rd Quarter

14.09

11.84

4th Quarter

14.64

12.72

2014

18.12

9.97

1st Quarter

13.23

9.97

2nd Quarter

15.95

13.07

3rd Quarter

18.12

12.46

4th Quarter

15.91

12.08

2015, up to April 14, 2015

 

 

1st Quarter

13.00

9.88

January

13.00

11.60

February

12.23

10.91

March

11.71

9.88

2nd Quarter

 

 

April

11.72

11.03

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U.Sdollars per ADR (ELPVY)
 
U.Sdollars per ADS

 

High

Low

High

Low

 

(US$)

(US$)

(US$)

(US$)

2013

 14.50

 9.10

18.05

11.77

2014

 12.33

 7.43

18.12

9.97

2015

8.92

 3.54

13.00

5.87

2016

 7.74

 2.79

11.78

4.26

1st Quarter

 5.07

 2.79

8.43

4.26

2nd Quarter

 6.07

 4.19

9.40

6.54

3rd Quarter

 7.10

 5.85

10.99

8.71

4th Quarter

 7.74

 5.64

11.78

7.88

2017

8.62

5.33

11.29

6.80

1st Quarter

 8.62

 5.86 

 11.29

8.48

2nd Quarter

8.05

5.33

10.28

 7.19

3rd Quarter

7.64

5.55

9.53

7.41

4th Quarter

7.40

5.72

9.26

6.80

October

7.40

6.74

9.26

7.69

November

6.65

5.84

7.73

6.97

December

6.30

5.72

7.63

6.80

2018, up to April 30, 2018

7.20

6.10

           8.33

7.03

1st Quarter

7.20

6.10

           8.33

7.03

January

7.10

6.10

           7.76

7.03

February

7.03

6.10

           8.14

7.06

March

7.20

6.70

           8.33

7.75

2nd Quarter

6.75

6.20

7.88

7.22

April

6.75

6.20

7.88

7.22

On June 19, 2002, our shares were listed on Latibex, an Euro-based market for Latin American securities. The shares trade under the symbol “XCOP”.

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On June 19, 2002, shares of the Company were listed through Latibex, which is part of the Madrid Stock Exchange (“Latibex”). Latibex is a Euro-based market for Latin American securities. The shares trade under the symbol XCOP.

Item 10. Additional Information

Memorandum and Articles of Association

Organization

We are a publicly traded company duly registered with the CVM under no. 1431-1. According to Article One of our bylaws, we are authorized to pursue, directly or through consortia or in partnership with private companies, the following objectives and purposes:

·researching and studying, technically and economically, all energy sources, providing solutions for a sustainable development;

·researching, studying, planning, constructing and developing the production, transformation, transportation, storage, distribution and trade of energy in any of its forms, chiefly electric power, as well as fuels and energy raw materials;

·studying, planning, designing, constructing and operating dams and their reservoirs, as well as other undertakings for multiple uses of water resources;

·providing information and technical assistance services concerning the rational use of energy by businesses, with the aim of implementing and developing economic activities deemed relevant for the development of the State of Paraná; and

·implementing electronic data transmission, electronic communications, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná.

Except as described in this section, our bylaws do not contain provisions addressing the duties, authority, or liabilities of directors and management, which are instead established by Brazilian Corporate Law.

Qualification of Directors

Our bylaws require that each director be a shareholder of the Company and a Brazilian citizen and resident.

Limitations on Directors’ Powers

Under Brazilian Corporate Law, if a director or an executive officer has a conflict of interest with the company in connection with any proposed transaction, the director or executive officer may not vote in any decision of the board of directors or of the board of executive officers related to that transaction, and must disclose the nature and extent of the conflict of interest for transcription in the minutes of the meeting. A director or an executive officer may not transact any business with a company, including accepting any loans, except on reasonable and fair terms for the Company and conditions that are identical to the terms and conditions prevailing in the market or offered by third parties. According to our bylaws, shareholders set the aggregate compensation payable to directors and executive officers. For more information, see “Item 6. Directors, Senior Management and Employees”. Our bylaws do not establish any mandatory retirement age limits.

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Table of Contents

Shareholders’ Meetings

Item 10. Additional Information

Memorandum and Articles of Association

Organization

We are a publicly traded company duly registered with the CVM under No. 1431-1. According to Article One of our bylaws, we are authorized to pursue, directly or through consortia or in partnership with private companies, the following objectives and purposes:

·researching and studying, technically and economically, all energy sources, providing solutions for a sustainable development;

·researching, studying, planning, constructing and developing the production, transformation, transportation, storage, distribution and trade of energy in any of its forms, chiefly electric power, as well as fuels and energy raw materials;

·studying, planning, designing, constructing and operating dams and their reservoirs, as well as other undertakings for multiple uses of water resources;

·providing information and technical assistance services concerning the rational use of energy by businesses, with the aim of implementing and developing economic activities deemed relevant for the development of the State of Paraná; and

·implementing electronic data transmission, electronic communications, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná.

Except as described in this section, our bylaws do not contain provisions addressing the duties, authority, or liabilities of directors and management, which are instead established by Brazilian Corporate Law.

Qualification of Board of Directors

Our internal regiment require that each director be a shareholder of the Company and a Brazilian citizen and resident.

Limitations on Directors’ Powers

Under Brazilian Corporate Law, if a director or an executive officer has a conflict of interest with the company in connection with any proposed transaction, the director or executive officer may not vote in any decision of the board of directors or of the board of executive officers related to that transaction, and must disclose the nature and extent of the conflict of interest for transcription in the minutes of the meeting. A director or an executive officer may not transact any business with a company, including accepting any loans, except on reasonable and fair terms for the Company and conditions that are identical to the terms and conditions prevailing in the market or offered by third parties. According to our bylaws, shareholders set the aggregate compensation payable to directors and executive officers. For more information, see “Item 6. Directors, Senior Management and Employees”. Our bylaws do not establish any mandatory retirement age limits.

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Board of Directors and Board of Executive Officers

According to our bylaws, we are managed by a Board of Directors, composed of seven or nine members, and a Board of Executive Officers, composed of six members.

Our Board of Directors ordinarily meets monthly and is responsible, among other things, for: (i) establishing our corporate strategy; (ii) defining the general orientation of our business; (iii) defining the responsibilities of members of our Board of Executive Officers; and (iv) electing the members of our Board of Executive Officers.

Our Board of Executive Officers meets every two weeks and is responsible for the daily management of the Company. Each Executive Officer also has individual responsibilities established by our bylaws.

For further information, see Items 6 – “Directors, Senior Management and Employees -Board of Directors” and “Directors, Senior Management and Employees -Board of Executive Officers”.

Shareholders’ Meetings

The convening of our shareholders’ meeting is made through publication of a notice to shareholders in two newspapers, which are determined at the previous shareholders’ meeting. Generally, we make such notice inDiário Oficial do Estado – PRand the Folha de Londrina. As provided by Brazilian Corporate Law, publications have to be made in the official newspaper located in the state of our corporate headquarters, and in a newspaper with wide circulation in the same city as our corporate headquarters. The notice must be published no fewer than three times, beginning at least 30 calendar days prior to the scheduled meeting date.

In order for a shareholders’ meeting to be held on first call, shareholders representing at least one- quarter of the voting capital have to be present, except as otherwise provided for under Brazilian law. If no such quorum is verified, a second meeting may be called by notice given at least 8 calendar days prior to such meeting and in accordance with the same rules of publication previously described. The quorum requirements will not apply to a second meeting, subject to the minimum quorum and voting requirements for certain matters, as discussed as follows. A shareholder without a right to vote may attend a general shareholders’ meeting and take part in the discussion of matters submitted for consideration.

A shareholder may be represented at a general shareholders' meeting by a proxy appointed in accordance with applicable Brazilian law not more than one year before the meeting, who must be a shareholder, a company officer, a lawyer or a financial institution.

Right of Withdrawal

Brazilian Corporate Law provides that under certain circumstances a dissenting shareholder has the right to withdraw its equity interest from a company and to receive a payment for the portion of shareholder’s equity attributable to his or her equity interest.

Pursuant to Brazilian Corporate Law, each preferred share of a class that is admitted to trading on a Brazilian stock exchange must have the certain rights under the Company’s bylaws.

Our bylaws comply with the directives provided by Brazilian Corporate Law as follows: (i) our Class A Shares shall have priority in the distribution of minimum dividends of 10% per year,pro rata, calculated as a percentage of the paid-in capital stock represented by such shares on December 31 of theprevious fiscal year; (ii) our Class B Shares shall have priority in the distribution of minimum dividends,pro rata, in the amount equivalent to 25.0% of our net profits, as adjusted in accordance with Section 202 of Law no.No. 6,404/76, calculated as a proportion of the paid-in capital stock represented by such shares on December 31st of the previous fiscal year; (iii) the dividends paid on Class B Shares pursuant to item (ii) above shall be paid only from any remaining profits after the payment of priority dividends to Class A Shares; and (iv) the dividends to be paid per preferred share, regardless of the class, shall be at least 10% higher than the dividends to be paid per Common Share.

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Liquidation

In the event of liquidation of the Company, after all creditors have been paid, all shareholders will participate equally and ratably in any remaining residual assets.

Liability of the Shareholders for Further Capital Calls

Neither Brazilian Corporate Law nor our bylaws provide for capital calls. The shareholders’ liability is limited to the payment of the issue price of the shares subscribed or acquired.

Conversion Rights

Our bylaws provide that the only permitted conversion of shares is Class A Shares are convertible into Class B Shares. Our shares are not otherwise convertible.

Form and Transfer

Our shares are maintained in book-entry form with a transfer agent (“Transfer Agent”). To make a transfer of shares, the Transfer Agent makes an entry in the register, debits the share account of the transferor and credits the share account of the transferee.

Transfers of shares by foreign investors are made in the manner described above and are executed by the investor’s local agent on the investor’s behalf. However, if the original investment was registered with the Central Bank pursuant to a foreign investment mechanism regulated by Resolution No. 4,373 of September 29, 2014 of the CMN (“Resolution No. 4,373”) as described under “Exchange Controls” below,as follows, the foreign investor must declare the transfer in its electronic registration.

A shareholder may choose, in its individual discretion, to hold its shares through CBLC. Shares are added to the CBLC system through Brazilian institutions that have clearing accounts with the CBLC. Our shareholder registry indicates which shares are listed on the CBLC system. Each participating shareholder is in turn registered in a register of beneficial shareholders maintained by the CBLC and is treated in the same manner as the other registered shareholders.

Changes in rights of stockholders

A General Meeting of Stockholders must be held whenever the Company intends to change the rights of holders of our common shares or preferred shares. Under Brazilian Corporate Law the proposed changes must be approved by a majority of the class of stockholders that would be affected. Certain changes related to the rights of preferred shares, such as changes in preferences, advantages or conditions of redemption or amortization, may result in the exercise of rights to withdraw by the holders of the shares affected.

 

138

96


 

Regulation of and Restrictions on Foreign Investors

Foreign investors face no legal restrictions barring them from holding Common Shares, Class A Shares, Class B Shares or ADSs.

The ability to convert into foreign currency dividend payments and proceeds from the sale of Class B Shares or preemptive rights, and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, the registration of the relevant investment with the Central Bank. Any foreign investor who registers with the CVM in accordance with CMN Resolution No. 4,373 may buy and sell securities on Brazilian stock exchanges without obtaining a separate certificate of registration for each transaction.

Annex II to CMN Resolution No. 4,373 ( “Annex(“Annex II Regulations”) allows Brazilian companies to issue depositary receipts in foreign exchange markets. Our ADS program is duly registered with the Central Bank and the CVM.

Our bylaws do not impose any limitation on the rights of Brazilian residents or non-residents to hold our shares and exercise the rights in connection therewith.

Disclosure of Shareholder Ownership

Under Brazilian regulations require that any person or group of persons representing the same interest that has directly or indirectly reached an interest corresponding to 5% or more of any class ofcarries out a relevant trading involving shares or any rights under such shares, ofsecurities issued by a publicly traded company must disclose its share ownership to the investor relations officer of such company, which, in turn, must disclose such information to the CVM and to any relevant stock exchange. A relevant trading is defined as a transaction by which the direct or indirect equity stake of the persons referred above reaches an equity interest corresponding to 5% or its multiples (10%, 15%, and so on), of a type or class of shares representing the company’s capital stock. Any subsequent increase or decrease of 5% or moreits multiples in ownership of any class of shares must be similarly disclosed. The same reporting obligation applies to any person or group of persons with an interest of 5% or morethe acquisition of any classrights over the shares and other securities mentioned in applicable regulation and to the execution of shares of a publicly traded company ceases to hold its stake.any derivative financial instruments referenced in shares. If such increase results in change of corporate control or administrative structure, or if the increase imposes a public offering, in addition to informing the investor relations officer, a statement containing certain required information must be published in newspapers that are widely circulated in Brazil.

 

Material Contracts

For information concerning our material contracts, see “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects”.

139


 

Exchange Controls

The ownership of Class A Shares, Class B Shares or Common Shares of the Company by individuals or legal entities domiciled outside Brazil is subject to certain conditions established under Brazilian law, as described below.

The right to convert dividend payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under Brazilian foreign investment legislation, which generally requires, among other things, that the relevant investments have been registered with the Central Bank. Such restrictions on the remittance of foreign capital abroad may hinder or prevent Itaú Unibanco S.A., as custodian for the Class B Shares represented by ADSs (“Custodian”), or holders who have exchanged ADSs for Class B Shares from converting dividends, distributions or the proceeds from any sale of such Class B Shares, as the case may be, into U.S. dollars and remitting such U.S. dollars abroad. Holders of ADSs could be adversely affected by delays in, or refusal to grant any, required government approval for conversions of Brazilian currency payments and remittances abroad of the Class B Shares underlying the ADSs.

97


Under Resolution No. 4,373/2014, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. The definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad.

To be eligible to invest in the Brazilian financial and capital markets, foreign investors must:

1. appointpoint at least one representative in Brazil with powers to perform actions relating to foreign investments;

2.register as a foreign investor with the CVM; and

3.register the foreign investment with the Central Bank; and

4.constitute at least one custodian institution authorized by CVM.

Securities and other financial assets held by foreign investors must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchanges or organized over-the-counter markets licensed by the CVM.

The Annex II Regulations provide for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. Prior to the issuance of the ADSs, the ADS program was approved by the Central Bank and the CVM under the Annex V to CMN Resolution No. 2,689, which allowed Brazilian companies to issue depositary receipts in foreign exchange markets and was in force by the time the ADSs were issued. Depositary receipts are currently governed by Resolution No. 4,373. The proceeds from the sale of ADSs by ADS holders outside Brazil are free of Brazilian foreign investment controls and holders of the ADSs who are not resident of a tax haven will be entitled to favorable tax treatment. For more information, see “Taxation - Brazilian Tax Considerations - Taxation of Gains Outside Brazil”.

An electronic registration has been issued in the name of the Depositary with respect to the ADSs and is maintained by the Custodian on behalf of the Depositary. Pursuant to this electronic registration, the Custodian and the Depositary are able to convert dividends and other distributions with respect to the Class B Shares represented by ADSs into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADSs exchanges such ADSs for Class B Shares, such holder must seek to obtain its own electronic registration with the Central Bank.

140


Pursuant to Central Bank Resolution No. 4,373/2014, the withdrawal of Class B Shares upon cancellation of ADSs requires simultaneous exchange transactions in the event the investor decides not to dispose of those Class B Shares. The simultaneous exchange transactions are required in order to obtain a certificate of registration of Class B Shares with the Central Bank. This transaction will be subject to tax in Brazil. For more information, see “Taxation—Brazilian Tax Considerations—Other Brazilian Taxes”.

Thereafter, any holder of Class B Shares may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such Class B Shares, unless such holder obtains his own electronic registration. A holder that obtains an electronic registration may be subject to less favorable Brazilian tax treatment than a holder of ADSs. For more information, see “Taxation—Brazilian Tax Considerations”.

The federal government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments. For approximately six months in 1989 and early 1990, the federal government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors, in order to conserve Brazil’s foreign currency reserves. These amounts were subsequently released in accordance with federal government directives. There can be no assurance that the federal government will not impose similar restrictions on foreign repatriations in the future.

 

141

98


 

Taxation

The following summary contains a description of the principal Brazilian and U.S. federal income tax consequences of the acquisition, ownership and disposition of Class B 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 decision to purchase Class B Shares or ADSs. The summary is based upon the tax laws of Brazil and regulations thereunder and on the tax laws of the United States and regulations thereunder as in effect on the date hereof, which are subject to change. Prospective purchasers of Class B Shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of Class B Shares or ADSs.

Although there is at present no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. No assurance can be given, however, as to whether or when a treaty will enter into force or how it will affect the U.S. holders of Class B Shares or ADSs. Prospective holders of Class B Shares or ADSs should consult their own tax advisors as to the tax consequences of the acquisition, ownership and disposition of Class B Shares or ADSs in their particular circumstances.

Brazilian Tax Considerations

The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition of Class B Shares or ADSs by an individual, entity, trust or organization resident or domiciled outside Brazil for purposes of Brazilian taxation (“Non-Brazilian Holder”). It is based on Brazilian law currently in effect, which is subject to differing interpretations and changes that may apply retroactively. This discussion does not address all the Brazilian tax considerations that may be applicable to any particular Non-Brazilian Holder, and each Non-Brazilian Holder should consult its own tax advisor about the Brazilian tax consequences of investing in Class B Shares or ADSs.

Taxation of Dividends

Dividends paid by the Company in cash or in kind from profits of periods beginning on or after January 1, 1996 (i) to the Depositary in respect of Class B Shares underlying ADSs or (ii) to a Non-Brazilian Holder in respect of Class B Shares generally will not be subject to Brazilian withholding income tax. Dividends paid from profits generated before January 1, 1996 may be subject to Brazilian withholding income tax at varying rates depending upon the year in which the profits have been obtained.

Distributions of Interest on Equity

In accordance with Law no.No. 9,249, dated December 26, 1995, as amended, Brazilian corporations may make payments to shareholders characterized as distributions of interest on the equity of the company as an alternative form of making dividend distributions. The rate of interest may not be higher than TJLP, as determined by the Central Bank from time to time. The total amount distributed as interest on equity may not exceed, for tax purposes, the greater of (i) 50.0% of net income (after the deduction of the social contribution on net profits and before taking into account the provision for corporate income tax and the amounts attributable to shareholders as net interest on equity) related to the period in respect of which the payment is made and (ii) 50.0% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made.

Distributions of interest on equity paid to Brazilian and Non-Brazilian Holders of Class B Shares, including payments to the Depositary in respect of Class B Shares underlying ADSs, are deductible by the Company for Brazilian corporate income tax and social contribution on net profits purposes as far as the limits above described are observed. Such payments to shareholders are subject toBrazilian withholding income tax at the rate of 15.0%, except for payments to shareholders situated in tax haven jurisdictions (that is, a country or location that does not impose income tax or where the maximum income tax rate is lower than 20% or where the local legislation imposes restrictions on disclosing the shareholding composition or the ownership of the investment or the beneficial owner of the income derived from transactions carried out and attributable to a Non-Brazilian Holder ? “Tax Haven Holder”), which payments are subject to withholding income tax at a 25.0% rate. These payments may be included, at their net value, as part of any mandatory dividend. To the extent that payment of interest on net equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable withholding income tax, plus the amount of declared dividends, is at least equal to the mandatory dividend.

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142


 

Taxation of Gains Outside Brazil

According to Law no.No. 10,833 of December 29, 2003 (“Law no.No. 10,833/03”), capital gains realized on the disposition of assets located in Brazil by a Non-Brazilian Holder, whether to another non-Brazilian resident or to Brazilian residents, are subject to taxation in Brazil. In this sense, if the Class B Shares are disposed of by a Non-Brazilian Holder, as they are defined as assets located in Brazil, such holder will be subject to income tax on the gains assessed, following the rules described below, whether the disposition is conducted in Brazil or abroad and with a Brazilian resident or not.

A disposition of Class B Shares can occur abroad if an investor decides to cancel its investment in ADSs and register the underlying Class B Shares as a direct foreign investment under Law no.No. 4,131. Any capital gain arising from sales or other dispositions of Class B Shares outside Brazil would be subject to Brazilian income tax at the rate of 15.0% or, if the investor is a Tax Haven Holder, 25.0%, which should be withheld by the purchaser of the Class B Shares outside Brazil or its attorney-in-fact in Brazil.

Regarding ADSs, although the matter is not free from doubt, the gains realized by a Non-Brazilian Holder on the disposition of ADSs to another Non-Brazilian Holder should not be taxed in Brazil, based on the theory that ADSs do not constitute assets located in Brazil for purposes of Law no. 10,833/03. However, we cannot assure you that Brazilian courts would adopt this theory. Thus, the gain on a disposition of ADSs by a Non-Brazilian Holder to a resident in Brazil (or possibly even to a Non-Brazilian Holder in the event that courts determine that ADSs would constitute assets located in Brazil) may be subject to income tax in Brazil.

Taxation of Gains in Brazil

For purposes of Brazilian taxation, the income tax rules on gains related to disposition of Class B Shares vary depending on the domicile of the Non-Brazilian Holder, the form by which such Non-Brazilian Holder has registered its investment before the Brazilian Central Bank and/or how the disposition is carried out, as described below.

Generally, gains are defined as the positive difference between the amount realized on the sale or exchange of a security and its acquisition cost. Gains assessed on the disposition of the Class B Shares carried out on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market) are:

1.                  exempt from income tax when assessed by a Non-Brazilian Holder registered under Resolution No. 4,373 of the CMN (“4,373 Holder”) that is not a Tax Haven Holder; or

2.                  subject to income tax at a rate of 15.0% in any other case, including the gains assessed by a Non-Brazilian Holder that (i) is not a 4,373 Holder, or (ii) is a 4,373 Holder and aTax Haven Holder. In these cases, a withholding income tax of 0.005% on the sale value shall be applicable and can be offset withby the eventual income tax due on the capital gain.

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There can be no assurance that the current preferential treatment for 4,373 Holders will continue in the future.

Any other gains assessed on a disposition of the Class B Shares that is not carried out on the Brazilian stock exchange is subject to an income tax rate of 15.0%, except for gains assessed onby Tax Haven Holders who are subject to an income tax rate of 25.0%. If these gains are related to transactions conducted on the Brazilian non-organized, over-the-counter market, through an intermediary, the withholding income tax of 0.005% on the sale value shall also be applicable and can be offset with the eventual income tax due on the capital gain. It should be noted that additional rules were recently enacted and must be considered for gains assessed and not carried out on the Brazilian stock exchange. See “—Additional Recent Rules Regarding Taxation of Gains”.

The deposit of Class B Shares in exchange for the ADSs may be subject to Brazilian income tax if the acquisition cost of the Class B Shares is lower than (i) the average price per Class B share on a Brazilian stock exchange on which the greatest number of such shares were sold on the day of the deposit; or (ii) if no Class B Shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of Class B Shares were sold during the 15 trading sessionsimmediatelysessions immediately preceding such deposit. In this case, the difference between the acquisition cost and the average price of the Class B Shares, calculated as set forth above, shall be considered a capital gain subject to income tax at a rate of 15.0% or 25.0% in the case of investors that are Tax Haven Holders. There may be arguments to claim that this taxation is not applicable in the case of a Non-Brazilian Holder that is registered under Resolution 4,373 (other than Tax Haven Holders), which should not be subject to income tax in such a transaction.

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The withdrawal of Class B Shares upon cancellation of ADSs is not subject to Brazilian income tax, as long as the regulatory rules are appropriately observed with respect to the registration of the investment before the Central Bank.

In the case of redemption of the Class B Shares or ADSs or capital reduction by a Brazilian corporation, with subsequent withdrawal of the ADSs, such as our company, the positive difference between the amount effectively received by the Non-Brazilian Holder and the acquisition cost of the securities redeemed is treated as capital gain derived from the sale or exchange of shares not carried out on a Brazilian stock exchange market and is therefore subject to income tax at the rate of 15.0% or 25.0%, as the case may be.

Any exercise of preemptive rights relating to the Class B Shares or ADSs will not be subject to Brazilian taxation. Gains on the sale or assignment of preemptive rights will be subject to the same tax treatment applicable to disposition of Class B Shares.

Additional Recent Rules Regarding Taxation of Gains

OnMarch 16, 2016, the Federal Governmentconverted the Provisional MeasureNo.692 into the Law No. 13,259, which established progressive income tax rates applicable to capital gains derived from the disposition of assets by Brazilian individuals.The Law No. 13,259 provides fornew ratesthatrange from 15% to22.5% depending on the gain derived by the Brazilian individual, as follows: (i) 15% on gains not exceeding R$5,000,000.00; (ii)17.5% on gains that exceed R$5,000,000.00 and do not exceed R$10,000,000.00; (iii) 20% on gains that exceed R$10,000,000.00 and do not exceed R$30,000,000.00; and (iv)22.5% on gains exceedingR$30,000,000.00.Pursuant to the Section 18 of theLaw No. 9,249/95,the tax treatmentapplicable to capital gains earned by Brazilian individuals also applies to capital gains earned by non-Brazilian residents(in transactionsnotcarried outin the Brazilian stock exchange or the organized over-the-counter market). Therefore, new tax rates defined by the Law No. 13,259 shall also apply to non-Brazilian residents. This law entered into force on January 1, 2017. 

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Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of Class B Shares or ADSs by a Non-Brazilian Holder except for gift and inheritance taxes levied by some states in Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil or in the relevant State to individuals or entities that are resident or domiciled within such State in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable by holders of Class B Shares or ADSs.

Pursuant to Decree no.No. 6,306 of December 14, 2007 (“Decree no.No. 6,306/07”), a tax on foreign exchange transactions (“IOF/Exchange”) may be imposed on the conversion of Brazilian currency into foreign currency (e.g., for purposes of paying dividends and interest) orvice-versa. Currently, for most exchange transactions, the rate of IOF/Exchange is 0.38%, except for: (i) foreign exchange transactions for the inflow of funds related to investments in variable income effectuated by a Non-Brazilian Holder in the Brazilian financial and capital market, in which case the rate is 0%, and (ii) payment of dividends, capital gain and interest on shareholders’ equity related to the investment mentioned under item (i) above, in which case the rate is zero. Nonetheless, the Brazilian government may increase the rate to a maximum of 25.0%. Any such increase will be applicable only prospectively.

The withdrawal of Class B Shares upon cancellation of ADSs will be subject to IOF/Exchange at the rate of 0.38%, considering that a simultaneous exchange transaction is required for this operation if the investor remains with the Class B Shares, pursuant to Resolution No. 3,845, issued by the Brazilian Central Bank.

Also underPursuant to Decree no.No 6,306/07, the Tax on Bonds and Securities Transactions (“IOF/Bonds”) may be leviedimposed on any transactions involving bonds and securities, including those carried out on Brazilian stock, futures orand commodities exchanges. As a general rule, theThe rate of this taxIOF/Bonds Tax applicable to transactions involving common shares is currently zero.zero if the redemption, transfer or renegotiation occurs after 30 days of their acquisition. The Brazilian government may, however,is permitted to increase thesuch rate at any time up to a maximum of 1.5% per day, but only in respect of future transactions. IOF/Bonds Tax is levied at a rate of 1.5% on the assignment of shares traded in the Brazilian stock market in order to permit the issuance of ADSs.

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U.S. Federal Income Tax Considerations

The statements regarding U.S. tax law set forth below are based on U.S. law as in force on the date of this annual report, and changes to such law subsequent to the date of this annual report may affect the tax consequences described herein (possibly with retroactive effect). This summary describes the principal U.S. federal income tax consequences of the ownership and disposition of Class B Shares or ADSs, but it does not purport to be a comprehensive description of all of the U.S. tax consequences that may be relevant to a decision to hold or dispose of Class B Shares or ADSs. This summary applies only to purchasers of Class B Shares or ADSs who will hold the Class B Shares or ADSs as capital assets and does not apply to special classes of holders such as dealers in securities or currencies, holders whose functional currency is not the U.S. dollar, holders of 10% or more of our sharesby vote or value (taking into account shares held directly or through depositary arrangements), tax-exempt organizations, financial institutions, holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Class B Shares or ADSs on a mark-to-market basis, partnerships or other pass-through entities, insurance companies, U.S. expatriates, and persons holding Class B Shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income taxpurposes. Moreover, this summary does not address the Medicare tax on net investment income or the tax consequences to U.S. holders of acquiring, owning or disposing of Class B Shares or ADSs under any U.S. federal estate or gift, state, local or foreign taxes.

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Each holder is encouraged to consult such holder’s tax advisor concerning the overall tax consequences to it, including the consequences under laws other than U.S. federal income tax laws, of an investment in Class B Shares or ADSs.

In this discussion, references to a “U.S. holder” are to a beneficial holder of a Class B Share or an ADS that is (i) an individual citizen or resident of the United States of America, (ii) a corporation, or any other entity taxable as a corporation, organized under the laws of the United States of America, any state thereof, or the District of Columbia, or (iii) otherwise subject to U.S. federal income taxation on a net basis with respect to the Class B Share or ADS.

For purposes of the U.S. Internal Revenue Code of 1986, as amended, which we call the “Code”, holders of ADSs will generally be treated as owners of the Class B Shares represented by such ADSs.

Taxation of Distributions

A U.S. holder will recognize dividend income for U.S. federal income tax purposes in an amount equal to the amount of any cash and the value of any property distributed by us as a dividend to the extent that such distribution is paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, when such distribution is received by the custodian (or by the U.S. holder in the case of a holder of Class B Shares). The amount of any distribution will include the amount of Brazilian tax withheld on the amount distributed, and the amount of a distribution paid inreais will be measured by reference to the exchange rate for convertingreais into U.S. dollars in effect on the date the distribution is received by the custodian (or by a U.S. holder in the case of a holder of Class B Shares). If the custodian (or U.S. holder in the case of a holder of Class B Shares) does not convert suchreais into U.S. dollars on the date it receives them, it is possible that the U.S. holder will recognize foreign currency loss or gain, which would be ordinary loss or gain, when thereais are converted into U.S. dollars. Dividends paid by us will not be eligible for the dividends received deduction allowed to corporations under the Code.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual, with respect to the ADSs, will be subject to taxation at preferential rates if the dividends are “qualified dividends”. Dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The ADSs are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20142017 taxable year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income,and relevant market and shareholder data, we do not anticipate becoming a PFIC for the 20152018 taxable year. Based on existing guidance, it is not clear whether dividends received with respect to the Class B Shares will be treated as qualified dividends, because the Class B Shares themselves are not listed on a U.S. exchange. In addition, the U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of ADSs or Class B Shares and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to treat dividends as qualified for tax reporting purposes. Because such procedures have not yet been issued, it is not clear whether we will be able to comply with them. Holders of ADSs and Class B Shares should consult their own tax advisers regarding theregardingthe availability of the reduced dividend tax rate in the light of the considerations discussed above and their own particular circumstances.

 

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Distributions out of earnings and profits with respect to the Class B Shares or ADSs generally will be treated as dividend income from sources outside of the United States and generally will be treated separately along with other items of “passive” income for purposes of determining the credit for foreign income taxes allowed under the Code. Subject to certain limitations, Brazilian income tax withheld in connection with any distribution, with respect to the Class B Shares or ADSs may be claimed as a credit against the U.S. federal income tax liability of a U.S. holder if such U.S. holder elects for that year to credit all foreign income taxes. Alternatively such Brazilian withholding tax may be taken as a deduction against taxable income. Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions and may not be allowed in respect of arrangements in which a U.S. holder’s expected economic profit, after non-U.S. taxes, is insubstantial. U.S. holders should consult their own tax advisors concerning the implications of these rules in light of their particular circumstances.

Distributions of additional shares to holders with respect to their Class B Shares or ADSs that are made as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax.

Holders of Class B Shares or ADSs that are foreign corporations or nonresident alien individuals, which we call “Non-U.S. Holders”, generally will not be subject to U.S. federal income tax or withholding tax on distributions with respect to Class B Shares or ADSs that are treated as dividend income for U.S. federal income tax purposes unless such dividends are effectively connected with the conduct by the holder of a trade or business in the United States.

Taxation of Capital Gains

Upon the sale or other disposition of a Class B Share or ADS, a U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes. The amount of the gain or loss will be equal to the difference between the amount realized in consideration for the disposition of the Class B Share or ADS (including the gross amount of the proceeds before the deduction of any Brazilian tax) and the U.S. holder’s tax basis in the Class B Share or ADS. Such gain or loss generally will be subject to U.S. federal income tax as capital gain or loss and will be long-term capital gain or loss if the Class B Share or ADS has been held for more than one year on the date of the disposition. The net amount of long-term capital gain recognized by an individual holder generally is subject to taxation at preferential rates. Capital losses may be deducted from taxable income, subject to certain limitations. Gain realized by a U.S. holder on a sale or disposition of Class B Shares or ADSs generally will be treated as U.S. source income. Consequently, if Brazilian tax is imposed on such gain, the U.S. holder will not be able to use the corresponding foreign tax credit, unless the holder has other foreign source income of the appropriate type in respect of which the credit may be used. Alternatively, such Brazilian tax may be taken as a deduction against taxable income if the U.S. holder does not take a credit for any foreign income tax during the taxable year.

A Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale or other disposition of a Class B Share or ADS unless (i) such gain is effectively connected with the conduct by the holder of a trade or business in the United States, or (ii) such holder is an individual who is present in the United States of America for 183 days or more in the taxable year of the sale and certain other conditions are met.

 

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Table of Contents

Backup Withholding and Information Reporting

Dividends paid on, and proceeds from the sale or other disposition of, the ADSs or Class B SharesBShares to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. holder (i) is a corporation or other exempt recipient or (ii) provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding collected from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that certain required information is furnished to the Internal Revenue Service.

A Non-U.S. Holder generally will be exempt from these information reporting requirements and backup withholding tax, but may be required to comply with certain certification and identification procedures in order to establish its eligibility for such exemption in connection with payments received within the United States or through certain U.S.-related intermediaries.

Dividends and Paying Agents

Entitlement to dividends arises on the date of acquisition of our shares or ADS. For a description of restrictions related to payments of dividends to foreign investors, see “Memorandum and Articles of Association—Regulation of and Restrictions on Foreign Investors” and “Exchange Controls”. The Depositary will distribute dividends and other distributions to the holders of our ADSs.

Not applicable.

statement by experts

Not applicable.

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Documents on Display

We file reports, including annual reports on Form 20-F and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 Fifth Street, N.W., Washington, D.C. 20459. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are required to make filings with the SEC by electronic means. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at http://www.sec.gov.website.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

See Note 35.236.2 to our audited consolidated financial statements for disclosure about market risk.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

Item 12A. Debt Securities

Not applicable.

Item 12B. Warrants and Rights

Not applicable.

Item 12C. Other Securities

Not applicable.

Item 12D. American Depositary Shares

In the United States, the Class B Shares trade in the form of ADSs, each representing one Class B Share (as a result of the reverse stock split), issued by The Bank of New York Mellon serves as(or the depositary for our ADSs.Depositary) pursuant to the Deposit Agreement. The ADSs trade under the symbols ELP and ELPVY. ADS holders are required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. The Depositary is located at 225 Liberty St, New York, NY 10286, EUA.

ADS holders are required to pay the Depositary: (i) an annual fee of up to US$0.02 per ADS (or portion thereof) for administering the ADS program, and (ii) amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, facsimile transmission, or conversion of foreigncurrencyforeign currency into U.S. dollars. In both cases, the Depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

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ADS holders are also required to pay additional fees for certain services provided by the Depositary, as set forth in the table below.

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Depositary service

Fee payable by ADS holders

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

US$5.00 or less per 100 ADSs (or portion thereof)

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

US$5.00 or less per 100 ADSs (or portion thereof)

Distribution of cash dividends

US$0.02 or less per ADS

Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders

A fee equivalent to the fee that would be payable if securities distributed to the holder had been shares and the shares had been deposited for issuance of ADSs

Depositary services

US$0.02 (or less) per ADSs per calendar year

Transfer and registration of shares on the Depositary’s share register to or from the name of the depositary or its agent when the holder deposits or withdraws shares

Registration or transfer fees

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

Expenses of the Depositary

Converting foreign currency to U.S. dollars

Expenses of the Depositary

Taxes and other governmental charges the Depositary or the custodian are required to pay on any ADS or share underlying an ADS (e.g., stock transfer taxes, stamp duty or withholding taxes)

As necessary

Any charges incurred by the Depositary or its agents for servicing the deposited securities

As necessary

Payments by the Depositary

The Depositary pays us an agreed amount, which includes reimbursements for certain expenses we incur in connection with the ADS program. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. For the year ended December 31, 2014,2017, this amount was US$450.3 882.3 thousand.

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

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Item 15. Controls and Procedures

Financial Responsibility, Disclosure Controls and Procedures, and Report on Internal Control Over Financial Reporting

(a) Disclosure Controls and Procedures

We have carried out an evaluation under supervision andevaluated, with the participation of our management, including our chief executive officerChief Executive Officer and chief financial officer, ofChief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014. Our disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.

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2017.  Based onupon our evaluation, our chief executive officerChief Executive Officer and chiefChief Financial Officer concluded that as a result of the material weaknesses in our internal control over financial officer concluded thatreporting described below, as of December 31, 2017 our disclosure controls and procedures as of December 31, 2014 were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file andor submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate in order to allow timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by our Chief Executive Officer and our Chief Financial Officer, under the supervision of our Board of Directors and effected by our management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS, as issued by the IASB.

Internal control over financial reporting is defined in Rulesrules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal controls wereas 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.principles, and 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 audited consolidated financial statements.

AllBecause of its inherent limitations, internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of the controls and procedures. Therefore, even those systems determined to be effectiveover 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 decline.conditions.

Our management has assessed the effectiveness of our internal controlscontrol over financial reporting as of December 31, 2014. In making this2017, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such assessment itand criteria, and due to the material weaknesses described below, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2017.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The following material weaknesses in internal control over financial reporting were identified and assessed by our management:

(i) The Company does not have controls designed to monitor and authorize certain transactions at non-wholly-owned subsidiaries (UEGA, Compagas and Elejor): the Company has no control designed to mitigate the risks of: (a) decisions made by the management of these subsidiaries that do not comply with the Company's policies, (b) accounting practices adopted by these subsidiaries that do not comply with practices of the group and (c) errors in these subsidiaries’ financial statements investment inFundo de Investimento Multimercado resulting from the use of inaccurate assumptions to determine accounting estimates and/or inaccurate accounting classification of new agreements and/or unusual transactions.

The material weakness resulted in a failure to detect errors on UEGA’s investment inFundo de Investimento Multimercado, which led to the restatement of the financial statements. See note 4.1 to the Consolidated Financial Statements.

(ii) Ineffective control over financial reporting related to the accounting of bonds and securities and taxes on regulatory assets:

(a)           Bonds and Securities – Investment Fund

There were failures in the operation of controls related to the process of publishing UEGA’s financial statements with respect to bonds and securities, since they did not comply with the accounting practices adopted by the group.

Additionally, there were weaknesses in the controls of the holding company, which did not allow us to identify the noncompliance with our establishment accounting practices.

The material weakness resulted in a failure to detect errors on UEGA’s investment inFundo de Investimento Multimercado, which led to the restatement of the financial statements. See note 4.1 to the Consolidated Financial Statements.

 (b)          Calculation of Tax on Sectorial financial assets and liabilities

Controls of Copel Distribuição related to the process of reviewing of the calculation of tax on the variation of Sectorial financial assets and liabilities were not properly maintained, resulting in the recognition of adjustments to the financial statements in 2017.

(iii) The Company does not maintain general information technology controls implemented for the controlled companies - UEGA, Compagas and Elejor: the Company does not  maintain controls to establish and monitor compliance with policies for access, segregation of duties and procedures for managing changes in its controlled companies (UEGA, Compagas and Elejor).

The aforementioned subsidiaries do not operate with the SAP system (unlike Copel Holding and its wholly-owned subsidiaries).

(iv) Ineffective controls on the review of estimates used in the analyzing the impairment of fixed generation assets: there were failures in the operation of the controls that must ensure that all the assumptions adopted for the auditing of impairment of fixed generation assets are reviewed by professionals of appropriate seniority.

(v) The Company does not maintain controls designed to identify proceedings that may impact the risk provision for risks: the Company does not maintain controls designed to ensure that all information about changes in proceedings and / or new claims from external sources determined by the management is effectively included in its system.

Audit of the Effectiveness of Internal Control over Financial Reporting

Our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting, as stated in their report, which is included herein.

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Deloitte Touche Tohmatsu
Rua Pasteur, 463 - 1º andar -
cjs. 101 e 103 e 5º andar
Bairro Batel
80250-080 - Curitiba - PR
Brasil

Tel.: + 55 (41) 3312-1400
Fax: + 55 (41) 3312-1470
www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
Companhia Paranaense de Energia - COPEL
Curitiba - PR - Brazil

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Companhia Paranaense de Energia - COPEL and subsidiaries (the “Company”) as of December 31, 2017, based on the criteria established in Internal Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO. BasedIn our opinion, because of the effect of the material weaknesses identified below on its evaluation and thosethe achievement of the objectives of the control criteria, our managementthe Company has concluded that our internal control over financial reporting wasnot maintained effective as of December 31, 2014.

KPMG Auditores Independentes, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2014.

We are currently in the process of implementing the adequate internal controls structure to evaluate the effectiveness of our internal controls over financial reporting for the one year period ended December 31, 20152017, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB the consolidated financial statements as of and for the year ended December 31, 2017 of the Company, and our report, dated May 14, 2018, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the restatement of the financial statements as of and for the year ended December 31, 2016 due to correction of errors, as disclosed in note 4.1 to the financial statements.

Basis for opinion

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 Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission - SEC and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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 that 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.

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Definitions and limitations of Contentsinternal control over financial reporting

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 the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in Management’s assessment: (1) ineffective internal controls on monitoring and authorization of certain transactions on non-wholly owned subsidiaries; (2) ineffective internal controls over financial reporting related to accounting for investments in bonds and securities and taxes over regulatory assets; (3) ineffective deployment of information technology (IT) general controls, policies and procedures over user access, segregation of duties and change management on non-wholly owned subsidiaries; (4) ineffective controls over estimates utilized in the impairment analysis of certain property, plant and equipment and intangible generation assets; and (5) ineffective controls over the identification of lawsuits related to the accounting of provision for risks.These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements of the Company as of and for the year ended December 31, 2017 and this report does not affect our report on such financial statements.

/s/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes

Curitiba, Brazil

May 14, 2018

 

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D. Changes in Internal Controls

The management of the Company, except the remediation related to material weaknesses described below, identified no change in its internal control over financial reporting during the fiscal year ended December 31, 2017, that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.

Remediation Plans for Material Weaknesses

Our management is engaged in the remediation of the above mentioned material weaknesses. The remediation plans described below are in the process of being implemented and are intended to address each material weakness previously identified.

As a first step, to follow up on the actions to remedy all material weaknesses, our management resolved to create a management committee, which will include our CEO and officers and that  will have regular meetings with our Board of Directors.

(i) The Company does not have controls designed to monitor and authorize certain transactions at non-wholly-owned subsidiaries (UEGA, Compagas and Elejor)

Immediately, the management will review the levels of approval that establish that certain transactions should be resolved by the Board of Directors of the subsidiaries and should be informed Copel's Board of Directors, evaluating the provisions of the shareholders' agreement. Specifically in relation to financial investments in subsidiaries, management is reinforcing the application of its policies to establish limits and monitoring procedures by Copel's Directors and Board of Directors. .

The Company is strengthening its organizational structure in order to concentrate its monitoring activities related to invested companies in a multidisciplinary department reporting to the Chief Financial Officer. This structure aims to effectively monitor their businesses with respect to, for example, the analysis of their financial statements, unusual transactions (if any), subsequent events and material related party transactions during the period. This project has already been initiated and is being conducted by the Company's Process Management area and is expected to be concluded by the end of August 2018.Initially, for the purpose of monitoring, the materiality established by management will be considered, and this limit will be periodically reassessed.

It is important to highlight that, as of 2018, new monitoring procedures for the invested companies (Compagas, Elejor and UEGA) will be implemented, including a quarterly report submitted by the fiscal council to Copel with  its analysis of the invested companies’ accounting practices and financial statements, unusual transactions (if any), events subsequent to the financial statements and material transactions with related parties in the period.

In addition to the procedures above, management will provide specific training comprising corporate governance and internal controls matters to members of the board appointed by Copel to its subsidiaries (Compagas, Elejor e UEGA).

(ii) Ineffective control over financial reporting related to the accounting of bonds and securities and taxes on regulatory assets:

(a)           Bonds and Securities – Investment Fund

The Company will monitor the effectiveness of the controls related to its subsidiaries’ accounting of bonds and securities through the new organizational structure mentioned in the previous paragraph, which will be under the responsibility of the Chief Financial Officer..

(b)           Calculation of Tax on Sectorial financial assets and liabilities

The Company will improve its procedures related to the review process of the calculation of tax on the variation of Sectorial financial assets and liabilities.

(iii) The Company does not maintain general information technology controls deploied for the controlled companies - UEGA, Compagas and Elejor:

Our management is issuing policies and guidelines related to the weaknesses identified at each of its subsidiaries (UEGA, Compagas e Elejor) and requesting measures. In addition, the guidances and policies adopted by the Company will be reiterated with such subsidiaries (UEGA, Compagas e Elejor), if applicable.

Immediately the administration will make an identification about the current technical conditions of the systems, as well as any current technological limitations.

After this action, the following actions will be evaluated:

- Controls on review and revocation of access;

- Controls for evaluation of critical access conflicts (segregation of function);

- Controls of approval and homologation of changes;

- Backup controls for critical systems.

 (iv) Ineffective controls on the review of estimates used in the calculation of impairment of generation assets:

Related to the ineffectiveness of controls on estimates adopted in the impairment analysis, the Company has established the following procedures:

•              All assumptions related to generation assets will be formally approved by the executive board of CopelGeração e Transmissão;

•              Training and communication to the employees involved in the processes, including internal control concepts, as well as operational aspects of impairment calculation. For the guidance of all the staff involved in such process, the company will prepare and make it available a technical document that defines the scope of events (regular or occasional) that may be considered indicative of impairment, as well as the materiality, timing and official communication of this information to the area that performs the tests.

(v) The Company does not maintain controls designed to identify proceedings that may impact the risk provision of legal claims as probable losses:

The Company is adopting the following procedures:

•              To include in our internal controls systems an external data monitoring by a recognized specialized company, using artificial intelligence, to recognize and monitor new legal proceedings directly from the Brazilian courts data base;

•              Reviewing of all manual accounting appointments in the system to control.

The management of the Company identified no change in its internal control over financial reporting during the fiscal year ended December 31, 2014,2017, that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Our Board of Directors has reviewed the qualifications and backgrounds of the members of the Statutory Audit Committee and determined that José Richa FilhoMr. Rogério Perna is an “audit committee financial expert” within the meaning of Item 16A and satisfies the requirements of Rule 10A-3 under the Securities Exchange Act. For more information regarding our Statutory Audit Committee, see “Item 6. Directors, Senior Management and Employees—Employees — Audit Committee”.

Item 16B. Code of Ethics

In November 2003, we adopted aOur code of ethics, named as “Code of Conduct”, was first adopted in 2003, applicable to our chief executive officer, our executive financial officer and the main executives of our accounting department.

In 2015, our code was revised after an open consultation process that alsoinvolved our internal staff and inputs from stakeholders. In this process, after the proposals were consolidated, the code was approved by our Management and by our Board of Officers. In 2017, an amendment to this code was approved by our Management and our Board of Directors to reflect new Brazilian regulation on conflict of interests and periodical training. In 2018, the Code of Ethics was revised and a new version was approved by the Board of Directors on March 13, 2018.

This code applies to all of our employees, board members, officers (including our Chief Executive Officer, our Chief Financial Officer and Principal Accounting Officer. In June 2008, we updated our officer in charge of our accounting department) and outsourced. Our code of ethics basedis available on our website (ir.copel.com) and copies can also be delivered by mail upon a written request sent to the address provided on the corporate governance practices issued by the Global Reporting Initiative - GRI, Accountability 1000 - AA1000. We have posted copiescover page of this code of ethics, which we refer to as our “Code of Conduct”, on our Internet website at20-F. 

As from the following address: www.copel.com/ir. Copiesadoption of our code of ethics, may also be obtained without charge by writing to us at the address set forth on the front cover of this Form 20-F. Wewe have not granted any implicit or explicit waivers fromto any provisionsections of our code of ethics to the above-mentioned employees, board members, officers described above since the adoption of the code.and outsourced.

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

KPMGDeloitte Touche Tohmatsu Auditores Independentes acted as our independent registered public accounting firm for the fiscal years ended December 31, 2014, 20132017 and 2012.2016, and KPMG Auditores Independentes acted as our independent registered public accounting firm for the fiscal year ended December 31, 2015.  

The table belownext sets forth the total amount paidbilled to Deloitte Touche Tohmatsu Auditores Independentes for services performed in 2017 and 2016, and KPMG Auditores Independentes for services performed in 2014, 2013 and 2012,2015, and breaks down these amounts by category of service:service.

 

 

Year ended December 31,

 

2014

2013

2012

 

(R$ million)

Audit fees

1.5

1.4

1.3

Audit-related fees

Tax fees

All other fees

Total

1.5

1.4

1.3

154


 

Year ended December 31,

Billed

2017

2016

2015

 

(R$ million)

Audit fees

2.6

2.4

1.7

Audit-related fees

Tax fees

All other fees

0.8

Total

2.6

3.2

1.7

Audit Fees

Audit fees are fees billed for the audit of our annual financial statements and for the reviews of our quarterly financial information in connection with statutory and regulatory filings or engagements.engagements.

The figures for 2015 includes R$0.5 million related to the audit fees of KPMG Auditores Independentes due the restatement of 2015 Consolidated Financiall Statements. For more information see note 4.1 to the our Consolidated Financial Statements.

All Other Fees

The services comprising the fees disclosed under “All Other Fees” refer to (a) the rendering of independent technical assistance and issuance of opinions in connection with the dispute with the Colíder Consortium, with respect to the “Agreement for the Supply of Goods and Services” for the Implementation of the Colíder HPP, and (b) the analysis and issuance of an opinion in connection with the legal procedure aimed at reestablishing the economic and financial balance of said Agreement.

Audit Committee Pre-Approval Policies and Procedures

Neither our Board of Directors nor our Audit Committee has established pre-approval policies and procedures for the engagement of our registered public accounting firm for services. Our Board of Directors expressly approves on a case-by-case basis any engagement of our Registered Public Accounting Firm for audit and non-audit services provided to us or our subsidiaries. Our AuditCommitteeAudit Committee provides recommendations to our Board of Directors regarding such engagements. For more information regarding our Board of Directors and Audit Committee, see “Item 6. Directors, Senior Management and Employees”.

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Item 16D. Exemption from the Listing Standards for Audit Committees

Under the listed company audit committee rules of the NYSE and the SEC, we must comply with Securities Exchange Act Rule 10A-3, which requires that we establish an audit committee composed of members of the board of directors that meets specified requirements. In reliance on the exemption in Rule 10A-3(b)(iv)(E), we have designated twofive members to our Audit Committee, José Richa FilhoCommittee: (i) Mr. Mauricio Schulman, Mr. Rogério Perna and Carlos Homero Giacomini,Mr. Marco Antônio Cândido, who are designees of the State of Paraná, which is our controlling shareholder and therefore one of our affiliates.affiliates, and (ii) Ms. Leila Abraham Loria and Ms. Olga Stankevicius Colpo, who are designees of the BNDESPar. In our assessment, each of these members acts independently in performing the responsibilities of an audit committee member under the Sarbanes-Oxley Act and satisfy the other requirements of Securities Exchange Act Rule 10A-3.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 16F. Changes in Registrant’s Certifying Accountant

On April 18, 2011, KPMG Auditores Independentes (“KPMG”) replaced Deloitte Touche Tohmatsu Auditores Independentes (“Deloitte”) as our independent public accountants for the fiscal years starting January 1, 2011. The change in auditors was made pursuant to a Brazilian law that limits the consecutive terms that certain service providers may serve. Because of the limitations set forth in this law, we did not seek to renew Deloitte’s contract when it expired and Deloitte did not attempt to stand for reelection. The replacement of Deloitte by KPMG was approved by our Board of Directors and Audit Committee.Not applicable.

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Item 16G. Corporate Governance

Section

New York Stock Exchange Corporate Governance Rules for U.S. Domestic Issuers

Copel’s Approach

Director Independence

303A.01

A company listed on the New York Stock Exchange (a “listed company”) must have a majority of independent directors on its Board of Directors. “Controlled companies” are not required to comply with this requirement.

Copel isfits the definition of a controlled company because more than a“controlled company” since the majority of its voting power is controlledshares are held by the State of Paraná. As a controlled company,such, Copel would not be required to comply with the majority of independent directors requirement if it were a U.S. domestic issuer. There is no legal provision or policyrequirement. However, Brazilian Law 13,303/2016 requires that requires us to haveat least 25% of our board members be independent directors.members.

Currently, seven out of nine members of Copel’s Board of Directors are independent members, as defined in rule 10A-3 of the Securities Exchange Act.

303A.03

The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.

The non-management directors of Copel do not hold regularly scheduled executive sessions without management. Our Chief Executive Officer is also a member of our board of directors.

Nominating/Corporate Governance Committee

303A.04

A listed company must have a Nominating/ Corporate Governance Committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.

Copel does not have a nominating/ corporate governance committee. As a controlled company, Copel would not be required to comply with the nominating/ corporate governance committee requirements if it were a U.S. domestic issuer.requirements.

156


Compensation Committee

303A.05

A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.

Copel does not have a compensation committee. As a controlled company, Copel would not be required to comply with the compensation committee requirements if it were a U.S. domestic issuer.

Audit Committee

303A.06

303A.07

A listed company must have an audit committee with a minimum of three (3) independent directors who satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act, with a written charter that covers certain minimum specified duties.

Our shareholders amended our bylaws to establish anCOPEL has a statutory Audit Committee composed of at least three board members (all of whom must satisfy the requirements set forth in Rule 10A-3 under the Securities Exchange Act), each of whom serves a term of two years, and may be re-elected. Pursuant to the Audit Committee Charter,internal rules, the Audit Committee members are appointed by, and may be replaced by, the Board of Directors. All of the members of the Audit Committee are members of our Board of Directors.

The Audit Committee is an advisory committee responsible for assisting our Board of Directors and giving its opinion on matters related to our financial and accounting management, risks, internal controls and audit, including, but not limited to, the quality, transparency and integrity of our financial statements, ensuring that we are in complianceeffectiveness of our internal controls with all legal requirements relatedrespect to our reporting obligations, monitoringthe preparation of financial reports, as well as the activities, independence and quality of the work of the independent auditorsour external and our staff who are responsible for internal auditing of the Company and reviewing the efficacy of our internal control and risk management procedures and staff.auditors.

Equity Compensation Plans

303A.08

Shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.

Under Brazilian Corporate Law, shareholder pre-approval is required for the adoption of any equity compensation plans and material revisions thereto.

Corporate Governance Guidelines

303A.09

A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.

Although the corporate governance practices adopted by Copel doesdo not have formal governance guidelines that addresscomply with all of the mattersterms specified in the rules of the NYSE, rules. However, Copel has adoptedthey fulfill the requirements established for companies listed on level 1 of corporate governance guidelines that followof B3 (Brasil, Bolsa, Balcão). The Company also adopts the model proposed byCode of Better Corporate Governance Practices of theInstituto Brasileiro de Governança Corporativa ‒ IBGC(Brazilian Institute offor Corporate Governance)Governance (”IBGC”).

 

 

Code of Ethics for Directors, Officers and Employees

303A.10

A listed company must adopt and disclose a code of business conduct and ethics for its directors, officers and employees, and must promptly disclose any waivers of the code for directors or executive officers.

Copel has adopted a code of ethics that applies to the board of directors, the fiscal council, managementthe executive board and employees. Copel will disclose any waivers of the requirements of the code for directors or executive officers in its annual report on Form 20-F.

109


Certification Requirements

303A.12

A CEO of a listed company must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of Section 303A and certify he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary. Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.

Copel’s CEO will promptly notify the NYSE in writing after any executive officer of Copel becomes aware of any material non-compliance with any applicable provisions of the NYSE corporate governance rules and will also certify if he is not aware of any violation by the listed company of NYSE corporate governance listing standards.

 

Copel submits every year an Annual Written Affirmation to the NYSE and will submit an interim Written Affirmation when required.

157


 

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Reference is made to pages F-1 through F-119.F-164.

158


Item 19. Exhibits

1.1

Amended and Restated By-Laws of the Company,Corporate Bylaws approved and consolidated by the 187th Extraordinary Shareholders Meeting, of October 10, 2013, and amended by the 190th Extraordinary Shareholders’ MeetingShareholders meeting, of April 23, 2015, (English translation).and by the 193rd Extraordinary Shareholders meeting of December 22, 2016, and by the 195th Extraordinary Shareholders meeting of June 7, 2017.

2.1

Deposit Agreement (preferred shares) dated as of March 21, 1996, as amended and restated as of November 21, 2007, filed with the SEC on February 12, 2009 as an exhibit to our Registration Statement on Form F-6 and in incorporated herein by reference (File No. 333-157278).

4.1

The Adjustment Agreement of August 4, 1994 between the State of Paraná and Companhia Paranaense de Energia ‒ Copel ( “Adjustment(“Adjustment Agreement”) (incorporated by reference to our Form F-1 333-7148, filed with the SEC on June 30, 1997) and, the Deed of Amendment to the Adjustment Agreement (Quarto Termo Aditivo ao Termo de Ajuste celebrado em 21 de janeiro de 2005) (English translation) (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed with the SEC on June 30, 2006) (File No. 001-14668), and the Deed of Amendment to the Adjustment Agreement (Quinto Termo Aditivo ao Termo de Ajuste celebrado em 31 de outubro de 2017) (English translation).

8.1

List of subsidiaries.

12.1

Certification of the Chief Executive Officer of Copel, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

12.2

Certification of the Chief Financial Officer of Copel, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

13.1

Certification of Chief Executive Officer of Copel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of the Chief Financial Officer of Copel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

We omitted from the exhibits filed with or incorporated by reference into this annual report certain promissory notes and other instruments and agreements with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the Securities and Exchange Commission copies of any such omitted promissory notes or other instruments or agreements as the Commission requests.

110159


 

 

technical GLOSSARY NOT DEFINED IN THE BODY OF THE DOCUMENT

2013 Concession Renewal Law: Brazilian Law no.No. 12,783 enacted on January 11, 2013, under which most generation, transmission and distribution concessionaires may be renewed at the request of the concessionaire for an additional period of 30 years, but only if the concessionaire agrees to amend the terms of the concession contract to reflect a new tariff regime to be established by ANEEL.

A-1 Auctions: The denomination of electricity auctions in the regulated Brazilian market being held by existing power generators in the year before the initial delivery date.

A-3 Auctions: The denomination of electricity auctions for new generation projects being held in the regulated Brazilian market in the third year before the initial delivery date.

A-5 Auctions: The denomination of electricity auctions for new generation projects being held in the regulated Brazilian market in the fifth year before the initial delivery date.

Adjustments Auction:The denomination of electricity auctions held by existing power generators in the Brazilian regulated market up to four months before the delivery date.

ADRs: American Depositary Receipts.

ADSs: American Depositary Shares, each representing one Class B Share.

ANATEL: The Brazilian National Telecommunication Agency, or theAgência Nacional de Telecomunicações.

ANEEL: The Brazilian Electricity Regulatory Agency, or theAgência Nacional de Energia Elétrica.

Annual Permitted Revenues: The annual revenue established by ANEEL to be charged by a transmission concessionaire for the use of its transmission lines by third parties, which include Free Customers, generators and distributors, orReceita Anual Permitida - RAP.

Annual Reference Value: A mechanism established by Brazilian regulation that limits the costs that can be passed through to Final Customers. The mechanism corresponds to the weighted average of the electricity prices in the A-5 and A-3 Auctions (excluding alternative energy auctions), calculated for all distribution companies.

Assured Energy: Determined amount assigned to each hydroelectric plant according to the energy supply risk criteria defined by MME. The assured energy also represents the maximum energy that can be sold by the generator, which is set forth in each concession agreement, irrespective of the volume of electricity actually generated by the facility.

Availability Agreement: Agreement under which a generator commits to makemaking a certain amount of electrical capacity available to the Regulated Market. In such case, the generator’s revenue is guaranteed and the distributors must bear the risk of a supply shortage.

Average Tariff or Rate: Total sales revenue divided by total megawatt hours (MWh) sold for each relevant period, including in the case of the Company, unbilled electricity, or electricity which has been delivered to a customer, but for which the utility has yet to deliver a bill. Total sales revenue, for the purpose of computing average tariff or rate, includes both gross billings before deducting value-added tax and unbilled electricity sales upon which such taxes have not yet accrued.

BM&FBovespaBilateral Agreement:: TheLegal instrument that formalizes the purchase and sale of electric energy between Agents of the Chamber of Commercialization of Electric Energy - CCEE, with the purpose of establishing prices, terms and amounts of supply at determined time intervals.

B3 (Brasil, Bolsa, Balcão):B3 S.A. - Brasil, Bolsa, Balcão, the securities, commodities and futures exchange, headquartered in São Paulo, Brazil, incoporated as a resulto f the merger of BM&FBovespa&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros. and CETIP S.A. – Mercados Organizados.

BNDESCaptive Customers: customers whose energy is supplied by the distributor in which theconsumer unit is connected, such as that the amount paid already includes the energy cost and service cost for use of transmission and distribution - wire service. TheBanco Nacional de Desenvolvimento Econômico e Social.

BNDESPAR: BNDES Participações S.A. BNDESPAR. consumer is not free to negotiate the conditions and the flexibility of energy supplied to meet the needs of its business, instead having to follow the determinations set forth by the distributor. The consumer is subject to the unpredictability of the annual variation of the value of the distributors’ tariffs.

 

160

111


 

Capacity Charge: A charge for sales of energy that is based on the amount of firm capacity contracted by a customer and that is independent of the amount of energy actually consumed by that customer.

CBLC: TheCompanhia Brasileira de Liquidação e Custódia.

CCEARCER:: The energy purchase agreements in the regulated market, orContratos de Comercialização Reserve Energy Contract (Contrato de Energia no Ambiente Regulado.

CCEE: The Electric Energy Trading Chamber, or theCâmara de Comercialização de Energia ElétricaReserva).

CDE Account: The Electric Energy Development Account, orConta de Desenvolvimento Energético, was created by the Brazilian government in 2002 to, amongst others, promote the availability of electric energy services to all of Brazil and the competitiveness of the energy produced by alternative sources. It is regulated by the executive branch and managed by Eletrobras.

Central Bank: The Brazilian Central Bank, orBanco Central do Brasil.

Class A Shares: The Company’s class A preferred shares.

Class B Shares: The Company’s class B preferred shares.

CMN: The National Monetary Council of Brazil, orConselho Monetário Nacional.

CNPE: The National Energy Policy Council of Brazil, orConselho Nacional de Política Energética.

Code:The U.S. Internal Revenue Code of 1986, as amended.

Common Shares: The Company’s common shares.

Compagas: Companhia Paranaense de Gás.

Copel Distribuição: The Company’s entity engaged in the distribution business.

Copel Geração e Transmissão or Copel GeT: The Company’s entity engaged in the generation and transmission business.

CRC Account: Therecoverable rate deficit account, orConta de Resultados a Compensar.

Custodian: Itaú Unibanco S.A., as custodian for the Class B Shares represented by ADSs.

Decree no.No. 6,306/07: Brazilian tax Decree no.No. 6,306 ofdated December 14, 2007, which regulatingregulates tax on credit, exchange and insurance, or relating to securities -IOF.

DeloitteDeloitte:: Deloitte Touche Tohmatsu Auditores Independentes.

Deposit Agreement: A Deposit Agreement between Copel, the Depositary and the registered holders and beneficial owners from time to time of the ADSs.

Depositary: The Bank of New York Mellon, as depositary.

Distribution: The transfer of electricity from the transmission lines at grid supply points and its delivery to customers through distribution lines at voltages between 13.8 kV and 44 kV.

Distributor: An entity supplying electrical energy to a group of customers by means of a distribution network.

DWDM : Dense Wavelength Division Multiplexing  - A technology that enables a single optical fiber to carry multiple data channels (or wavelengths). Commercial DWDM systems can have as many as 160 separate channels. The transmission of many of closely spaced wavelengths in the 1550 nm region over a single optical fiber. Wavelength spacings are usually 100 GHz or 200 GHz which corresponds to 0.8 nm or 1.6 nm. DWDM bands include the C-Band, the S-Band, and the L-Band.

 

161

112


 

Dividend Threshold: A dividend threshold established by Brazilian Corporate Law, equal to the greater of adjusted net income or income reserves available for distribution.

EER: TheEncargo de Energia de Reserva isa regulatory charge designed to raise funds for energy reserves that have been contracted through CCEE.

Elejor: Centrais Elétricas do Rio Jordão S.A.

Eletrosul: Eletrosul Centrais Elétricas S.A.

Energy Agreement: Agreement under which a generator commits to supply a certain amount of electricity and assumes the risk that its electricity supply could be adversely affected by hydrological conditions and low reservoir levels, which could interrupt the supply of electricity. In such case, the generator would be required to purchase electricity elsewhere in order to comply with its supply commitments.

Energy Charge: A charge for sales of energy to a customer that is based on the amount of energy actually consumed by that customer.

EPE: The Brazilian Energy Research Company, orEmpresa de Pesquisa Energética.

Final Customer: A party that uses electricity for its own needs.

Firm Capacity: The level of electricity that we can deliver from a specified power plant with a 95.0% degree of certainty, determined in accordance with certain prescribed statistical models.

Free Customers: Electricity customers that are able to choose their own power suppliers since they meet the following requirements: (i) demand of at least 3 MW at any voltage for new customers (those connected to the distribution grid after July 1995); (ii) demand of at least 3 MW and supplied at voltage levels equal to or greater than 69 kV for existing customers (those connected to the distribution grid before July 1995); and (iii) demand of at least 500 kW and that opt to be supplied energy by means of alternative sources, such as wind power projects, small hydroelectric power plants or biomass projects (also known as Special Customers).

Free Market: Market segment that permits a certain degree of competition. The free market specifically contemplates purchase of electricity by non-regulated entities such as Free Customers and energy traders.

Fundação CopelFTTx: TheA more generic term than FTTH, FTTO, or FTTA, covering all types rather than one specifically.

Fundação Copel de Previdência e Assistência SocialFTTH: Fiber to the Home -is sponsored by Fiber optic service to a node located inside an individual home.

FTTO: Fiber to the Company andsupplementsOffice -Fiber optic service to a node located inside an individual Office.

FTTA: Fiber to the Brazilian government retirement and health benefits availableApartment -Fiber optic service to employees.a node located inside an individual Apartment.

Furnas: Furnas Centrais Elétricas S.A

Generating Unit: An electric generator together with the turbine or other device that drives it.

Gigawatt (GW): One billion watts.

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

GPON: Gigabit-Capable Passive Optical Networks - A passive optical network (PON) is a system that brings optical fiber cabling and signals all or most of the way to the end user. Depending on where the PON terminates, the system can be described as fiber-to-the-curb (FTTC), fiber-to-the-building (FTTB), or fiber-to-the-home (FTTH).  Passive Optical Network:  A point-to-multipoint, passive fiber network architecture in which a single fiber utilizes optical splitters to serve multiple premises. Gigabit PON: Based on the previous PON types, GPON supports higher data rates and increased security, and hasbeen deployed around the world by major telecom operators.

162


Group A Customers: A group of customers that uses electricity at 2.3 kV or higher. Tariffs applied to this group are based on the actual voltage level at which energy is supplied and the time of day and year the energy is supplied.

Group B Customers: A group of customers that uses electricity at less than 2.3 kV. Tariffs applied to this group are comprised solely of an energy charge and are based on the classification of the customer.

113


High Voltage: A class of nominal system voltages equal to or greater than 100,000 volts and less than 230,000 volts.

Homepassed: is  the  potential  number  of  premises  to  which  a  Service Provider  has  capability  to  connect  in  a  service  area.  Typically  new  service activation  will  require  the  installation  and/or connection  of a  drop  cable from  the homes  passed  point  (e.g.  fiber-pedestal,  manhole,  chamber,  utility-pole)  to  the premises, and the installation of subscriber premises equipment at the premises. This  definition  excludes  premises  that  cannot  be  connected  without  further installation of substantial cable plant such as feeder and distribution cables (fiber) to reach the area in which a potential new subscriber is located.

HPP – Hydroelectric Power Plant: A generating unit that uses water power to drive the electric generator.

IASB: International Accounting Standards Board.

IFRS: International Financial Reporting Standards.

IGP-DI: TheÍndice Geral de Preços—Disponibilidade Interna inflation index.

IGP-M Index:The Brazilian General Market Price inflation index, or theÍndice Geral de Preços do Mercado.

Initial Supply Contracts: A requirement made to distribution and generation companies in order to ensure access to a stable electricity supply at prices that guarantee a fixed rate of return for the electricity generation companies during the transition period leading to the establishment of a free and competitive electricity market.

Installed Capacity: The level of electricity that can be delivered from a particular generating unit on a full-load continuous basis under specified conditions as designated by the manufacturer.

Interconnected Transmission System: Systems or networks for the transmission of energy, connected together by means of one or more lines and transformers.

IPCA:Índice Nacional de Preços ao Consumidor Amplo - IPCA inflation index.

IPP: Independent Power Producer, a legal entity or consortium holding a concession or authorization for power generation for sale for its own account to public utility concessionaires or Free Customers.

Itaipu:Itaipu Binacional, a hydroelectric facility equally owned by Brazil and Paraguay, with an installed capacity of 14,000 MW.

Ivaí: Ivaí Engenharia de Obras S.A.

Kilovolt (kV): One thousand volts.

Kilowatt (kW): One thousand watts.

163


Kilowatt hour (kWh): One kilowatt of power supplied or demanded for one hour, or one thousand watt hours.

KPMG: KPMG Auditores Independentes.

Latibex: A Euro-based market for Latin American securities, which is part of the Madrid Stock Exchange.

Low IncomeLow-income Residential Customers: A group of customers that consumes less than 220 kWh per month and has filed an application to receive benefits under any of the federal government’s social programs. Low-income residential customers are considered a subgroup of residential customers and are not subject to payment of emergency capacity and emergency acquisition charges or any extraordinary tariff approved by ANEEL.

Megavolt Ampère (MVA)Main Transmission Concession: One thousand volt ampères.transmission concession contract no. 060/2001 comprised of different transmission assets that were in operation in the year of 2001 (date of execution of the concession agreement).

Megawatt (MW): One million watts.

114


Megawatt average (MWavg):An amount of energy in MWh divided by the time (in hours) in which such energy is produced or consumed.

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

MME: The Brazilian Ministry of Mines and Energy, or the Ministério de Minas e Energia.

MRE: The Energy Reallocation Mechanism is a mechanism which attempts to mitigate the risks borne by hydroelectric generators due to variations in river flows (hydrological risk).

Non-Brazilian Holder: An individual, entity, trust or organization resident or domiciled outside Brazil for purposes of Brazilian taxation that acquires, owns and disposes of Class B Shares or ADSs.

Non-U.S. Holder: Holders of Class B Shares or ADSs that are foreign corporations or nonresident alien individuals.

ONS: The National Electric System Operator, or theOperador Nacional do Sistema Elétrico.

Parcel A CostsRAP:: The costs defined by ANEEL as those that are beyond the control of the distributor. Such costs are considered for adjustment and review of distribution tariff rates to Final Customers.Annual Permitted Revenues (or Receita Anual Permitida)

Parcel B Costs: The costs defined by ANEEL as those that are under the control of the distributor. Such costs are considered for adjustment and review of distribution tariff rates to Final Customers.

Rationing Program: A program instituted by the Brazilian government to reduce electricity consumption, in effect from June 1, 2001 to February 28, 2002, given it was a period of low rainfall in Brazil.

Real, Reais or R$: Brazilianreais(plural)and the Brazilianreal (singular).

Regulated Market: Market segment in which distribution companies purchase all the electricity needed to supply customers through public auctions. The auction process is administered by ANEEL, either directly or through CCEE, under certain guidelines provided by the MME. The regulated market is generally considered to be more stable in terms of supply of electricity.

Reserve Energy Auction:mechanism for the contracting of reserve energy created to increase the security in the supplied of energy by the National Interconnected System (SIN). The reserve auction acts as an insurance contracted by distributors to be used when there is a mismatch between forecasted demand and supply. This modality of contracting is formalized through the conclusion of the CER between the selling agents in the auctions and the CCEE.

164


Retail Tariff: Revenue charged by distribution companies to its customers. Each customer falls within a certain tariff level defined by law and based on the customer’s classification, although some flexibility is available according to the nature of each customer’s demand. Retails tariffs are subject to annual readjustmentsrevision by ANEEL.

RGR Fund: A reserve fund designed to provide compensatory payments to energy companies for certain assets used in connection with a concession if the concession is revoked or is not renewed.

Sanepar: Companhia de Saneamento do Paraná Sanepar.

Securities Act: The United States Securities Act of 1933, as amended.

Securities Exchange Act:The United States Securities Exchange Act of 1934, as amended.

Sercomtel Telecomunicações: Sercomtel Telecomunicações S.A.

Shareholders’ Agreement: A shareholders’ agreement dated December 22, 1998, as amended on March 29, 2001, between the State of Paraná and BNDESPAR.BNDESPAR, and with a term set to expire by December 21, 2018.

115


SHP ‒ Small Hydroelectric Plant: Hydroelectric plants with generating capacity between 1,000 kW and 30,000 kW with a reservoir covering an area equal to or less than 3.0 km2.

Special Customers: A group of customers that uses at least 500 kV. A Special Customer may choose its energy supplier if that supplier derives its energy from alternative sources, such as small hydroelectric plants, wind plants or biomass plants.

Spot Market:Deregulated market segment in which electricity is bought or sold for immediate delivery. In general, prices of spot market energy purchases tend to be substantially higher than the price of energy under long-term energy purchase agreements.

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

Tax Haven Holder: A shareholder situated in tax haven jurisdictions (that is, a country or location that does not impose income tax or where the maximum income tax rate is lower than 20% or where the local legislation imposes restrictions on disclosing the shareholding composition or the ownership of the investment or the beneficial owner of the income derived from transactions carried out and attributable to a Non-Brazilian Holder).

Thermoelectric Power Plant or TPP: A generating unit which uses combustible fuel, such as coal, oil, diesel natural gas or other hydrocarbon as the source of energy to drive the electric generator.

TJLP: The Long-Term Interest Rate, or theTaxa de Juros a Longo Prazo,the Brazilian federal government’s long-term interest rate.rate.

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

Transmission Tariff: Revenue charged by a transmission concessionaire based on the transmission network it owns and operates. Transmission tariffs are subject to periodic revisions by ANEEL.

TUSD: The tariff established by ANEEL for network usage charges, which are charges for the use of the proprietary local grid of distribution companies.

TUST: The tariff established by ANEEL for the use of the transmission system, which is the Interconnected Transmission System and its ancillary facilities.

165


U.S. Dollars, dollars, or US$: United States dollars.

U.S. holder: A beneficial holder of a Class B Share or an ADS that is (i) an individual citizen or resident of the United States of America, (ii) a corporation, or any other entity taxable as a corporation, organized under the laws of the United States of America, any state thereof, or the District of Columbia, or (iii) otherwise subject to U.S. federal income taxation on a net basis with respect to the Class B Share or ADS.

Utility: An entity that is the holder of a concession or authorization to engage in the generation, transmission or distribution of electric energy in Brazil.

Volt: The basic unit of electric force analogous to water pressure in pounds per square inch.

Watt: The basic unit of electrical power.

116166


 

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.

 

Companhia Paranaense De Energia – Copel

By                                                                                  By::/s/   Luiz Fernando Leone Vianna      
Jonel Nazareno Iurk                 

Name: Luiz Fernando Leone Vianna
Jonel Nazareno Iurk

Title: Chief Executive Officer

 

 

ByBy:: /s/   Luiz Eduardo da Veiga Sebastiani/s/ Adriano Rudek de Moura                     

Name: Luiz Eduardo da Veiga SebastianiAdriano Rudek de Moura

Title: Chief Financial and Investor Relations Officer

 

Date: April 28, 2015May 14, 2018

 

 

167

117


 

Deloitte Touche Tohmatsu
KPMG Auditores Independentes

Al. Dr. Carlos de Carvalho, 417Rua Pasteur, 463 - 16º

80410-1801º andar -
cjs. 101 e 103 e 5º andar
Bairro Batel
80250-080 - Curitiba PR - PR
Brasil

Caixa Postal 13533

80420-990 - Curitiba, PR - Brasil

Central TelTel.: + 55 (41) 3544-4747

Fax3312-1400
Fax: + 55 (41) 3544-47503312-1470
www.deloitte.com.br

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Companhia Paranaense de Energia - COPEL

Curitiba - PR - Brazil

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Companhia Paranaense de Energia - COPEL and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with International Financial Reporting Standards - IFRS as issued by the International Accounting Standards Board - IASB.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB, the Company’s internal control over financial reporting as of December 31, 2017, 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, datedMay 14, 2018, expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses.

Basis for opinion

These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission - SEC and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits alsoincluded evaluating the accounting principles used and significant estimates made by Management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Internet www.kpmg.com.brDeloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.com/about for a more detailed description of DTTL and its member firms.

Deloitte provides audit, consulting, financial advisory, risk management, tax and relates services to public and private clients spanning multiple industries. Deloitte serves four out of five Fortune Global 500® companies through a globally connected network of member firms in more than 150 countries bringing world-class capabilities, insights, and high-quality service to address clients’ most complex business challenges. To learn more about how Deloitte’s approximately 225,000 professionals make an impact that matters, please connect with us on Facebook, LinkedIn or Twitter.

©2018 Deloitte Touche Tohmatsu. All rights reserved.


 



Restatement of the 2016 financial statements

As discussed in note 4.1 to the financial statements, the accompanying financial statements for the year ended December 31, 2016 have been restated to: (a) adjust the classification and valuation of bonds and securities – investment fund recorded by subsidiary UEG Araucária Ltda. as a consequence of the identification of errors on the amounts and classification previously recorded in the Company’s financial statements; and (b) record a provision related to taxes over sectorial financial assets, as a consequence of a revised analysis performed by Management on the necessity to reimburse final energy consumers of such taxes.

/s/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes

Curitiba, Brazil

May 14, 2018

We have served as the Company’s auditor since 2016.

 

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.com/about for a more detailed description of DTTL and its member firms.

 

Deloitte provides audit, consulting, financial advisory, risk management, tax and relates services to public and private clients spanning multiple industries. Deloitte serves four out of five Fortune Global 500® companies through a globally connected network of member firms in more than 150 countries bringing world-class capabilities, insights, and high-quality service to address clients’ most complex business challenges. To learn more about how Deloitte’s approximately 225,000 professionals make an impact that matters, please connect with us on Facebook, LinkedIn or Twitter.

©2018 Deloitte Touche Tohmatsu. All rights reserved.


 

KPMG Auditores Independentes

Al. Dr. Carlos de Carvalho, 417 - 16º andar

80410-180 - Curitiba/PR - Brasil

Caixa Postal 13533 - CEP 80420-990 - Curitiba/PR - Brasil

Telefone +55 (41) 3544-4747, Fax +55 (41) 3544-4750

www.kpmg.com.br

Report of Independent Registered Public Accounting Firmindependent registered public accounting firm

The Board of Directors and Shareholders

Companhia Paranaense de Energia - COPEL

We have audited the accompanying consolidated statements of financial positionincome, comprehensive income and cash flows of Companhia Paranaense de Energia - COPEL (the “Company”) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, andfor the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year periodyear ended December 31, 2014. We also have audited the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)2015. The Company’s management is responsible for these consolidated financial statements, 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 Report on Internal Control Over Financial Reporting.statements. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

statements.

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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.misstatement. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the consolidated statements of income, comprehensive income and cash flows of the Company and subsidiaries referred to above present fairly, in all material respects, the results of their operations and cash flows for the year ended December 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

1Other matter

In our report dated April 27, 2016, we expressed an unqualified opinion on the Company’s 2015 consolidated financial statements. As further described in note 4.1.1 to the consolidated financial statements, in 2017 the Company identified an error and retrospectively restated the Company’s 2015 consolidated statement of financial position and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year ended December 31, 2015.

Curitiba, Brazil

April 27, 2016, except for Note 4.1.1 as to which the date is May 14, 2018

/s/ KPMG Auditores Independentes

KPMG Auditores Independentes.,Independentes, uma sociedade simples brasileira de responsabilidade limitada, e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça.

KPMG Auditores Independentes, a Brazilian limited liability companyentity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

 


 

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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and subsidiaries as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Curitiba, Brazil

April 28, 2015

/s/ KPMG Auditores Independentes

2


Companhia Paranaense de Energia - Copel and Subsidiaries

Consolidated Financial Statements as of December 31, 2017 and 2016, and January 1, 2016

and for the years ended December 31, 2014, 20132017, 2016 and 20122015 and ReportsReport of

of Independent Registered Public Accounting Firm

Accounting Firms

 

 


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2017 and 2016 and January 1, 2016

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

ASSETS

Note

 

 

  Note
12.31.2017 
12.31.2016
Restated 
12.31.2015
Restated 

 

12.31.2014

12.31.2013

 

 

    

CURRENT ASSETS

 

 

 

   

Cash and cash equivalents

4

740,131

1,741,632

5 1,040,075 982,073 1,480,727 

Bonds and securities

5

459,115

389,222

6 1,341 136,649 294,514 

Collaterals and escrow accounts

6

13,497

1,976

 59,372  1,294 2,000 

Trade accounts receivable

7

2,178,816

1,337,628

7 2,733,240 2,217,355 3,032,827 

Dividends receivable

16.1

26,332

9,500

 80,815 71,758 40,345 

CRC transferred to the State Government of Paraná

8

94,579

85,448

8 167,109 - 111,663 

Net sectorial financial assets

9

609,298

-

Sectorial financial assets 9 171,609 - 910,759 

Accounts receivable related to the concession

10

7,430

4,396

10 149,744 65,595 9,162 

Accounts receivable related to the concession extension

11

301,046

352,161

Other current receivables

12

415,818

395,890

12 409,351 306,933 474,889 

Inventories

13

150,622

139,278

 110,559 130,637 131,018 

Income Tax and Social Contribution

14.1

105,074

133,158

Income tax and social contribution 13.1 501,685 188,952 194,244 

Other current recoverable taxes

14.3

96,285

70,013

13.3 198,232 67,931 70,725 

Prepaid expenses

-

20,133

19,982

14 39,867 39,096 49,282 
Related parties 15 38,835 28,968 19,482 

 

5,218,176

4,680,284

 5,701,834 4,237,241 6,821,637 

 

 

 

   

NONCURRENT ASSETS

 

 

 

   

Long Term Assets

 

 

 

   

Bonds and securities

5

132,210

120,536

6 218,322 195,096 91,117 
Other temporary investments 16 18,727 408,297 - 

Collaterals and escrow accounts

6

56,956

45,371

23.1 75,665 73,074 86,137 

Trade accounts receivable

7

75,696

132,686

7 261,082 270,786 75,062 

CRC transferred to the State Government of Paraná

8

1,249,529

1,295,106

8 1,349,253 1,522,735 1,271,579 

Judicial deposits

15

736,253

675,225

17 582,529 657,603 719,927 

Net sectorial financial assets

9

431,846

-

Sectorial financial assets 9 171,609 - 134,903 

Accounts receivable related to the concession

10

4,417,987

3,484,268

10 4,360,378 3,748,335 1,358,451 

Accounts receivable related to the concession extension

11

160,217

365,645

Accounts receivable related to the concession compensation 11 68,859 67,401 219,556 

Other noncurrent receivables

12

85,324

29,435

12 149,416 73,551 31,614 

Income tax and social contribution

14.1

128,615

197,659

13.1 176,480 169,967 94,686 

Deferred income tax and social contribution

14.2

526,046

753,413

13.2 915,492 814,355 537,562 

Other noncurrent recoverable taxes

14.3

123,481

124,498

13.3 116,974 131,108 112,902 

Prepaid expenses

-

175

399

14 12,684 25,583 25,493 

Related parties

16.1

137,137

-

15 130,156 155,141 192,803 

 

8,261,472

7,224,241

 8,607,626 8,313,032 4,951,792 

 

 

 

   

Investments

17

1,660,150

1,187,927

18 2,570,643 2,344,512 2,232,484 

Property, plant and equipment, net

18

8,304,188

7,983,632

Intangible Assets

19

2,174,156

2,035,361

Property, plant and equipment 19 9,829,450 8,934,303 8,692,682 
Intangible assets 20 6,452,824 6,459,812 6,145,076 

 

 

 

   

 

20,399,966

18,431,161

 27,460,543 26,051,659 22,022,034 

 

 

 

   

TOTAL ASSETS

 

25,618,142

23,111,445

 33,162,377 30,288,900 28,843,671 

Notes are an integral part of these financial statements.

Notes are an integral part of these financial statements.

Notes are an integral part of these financial statements.

 

F-1

 

F-1


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated Statements of Financial Position, continued

As of December 31, 2017 and 2016 and January 1, 2016

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

LIABILITIESNote
12.31.2017 
12.31.2016
Restated 
12.31.2015
Restated 
     
CURRENT LIABILITIES     
Payroll, social charges and accruals 21 313,967 287,797 258,401 
Suppliers 22 1,683,577 1,255,639 1,613,126 
Income tax and social contribution payable 13.1 86,310 41,454 311,916 
Other taxes due 13.3 345,487 294,994 340,948 
Loans and financing 23 784,666 1,470,742 308,558 
Debentures 24 1,632,062 1,131,198 924,005 
Dividend payable  288,981 266,831 346,007 
Post-employment benefits 25 53,225 47,894 43,323 
Customer charges due 26 150,025 141,712 277,458 
Research and development and energy efficiency 27 282,766 231,513 167,881 
Accounts payable related to concession 28 62,624 66,210 61,786 
Sectorial financial liabilities 9 192,819 155,261 - 
Other accounts payable 29 121,405 264,791 135,709 
Provisions for legal claims 30 112,000 - - 
  6,109,914 5,656,036 4,789,118 
     
NONCURRENT LIABILITIES     
Suppliers 22 43,469 36,711 5,923 
Deferred income tax and social contribution 13.2 156,630 178,430 214 
Other taxes due 13.3 809,576 303,146 257,273 
Loans and financing 23 2,974,839 2,575,551 3,768,502 
Debentures 24 4,438,916 3,659,611 2,759,923 
Post-employment benefits 25 812,878 721,971 551,337 
Research and development and energy efficiency 27 249,709 252,376 231,112 
Accounts payable related to concession 28 492,330 499,332 473,879 
Sectorial financial liabilities 9 90,700 123,731 - 
Other accounts payable 29 72,849 30,525 30,962 
Provisions for legal claims 30 1,400,064 1,273,338 1,494,936 
  11,541,960 9,654,722 9,574,061 
EQUITY     
Attributable to controlling shareholder's     
Capital 31.1 7,910,000 7,910,000 6,910,000 
Equity valuation adjustments 31.2 895,601 998,466 1,177,372 
Legal reserve  844,398 792,716 744,784 
Profit retention reserve  5,557,843 5,016,916 5,330,383 
  15,207,842 14,718,098 14,162,539 
     
Attributable to non-controlling interest 18.2.2 302,661 260,044 317,953 
     
  15,510,503 14,978,142 14,480,492 
     
TOTAL LIABILITIES & EQUITY  33,162,377 30,288,900 28,843,671 
 
Notes are an integral part of these financial statements.

 

 

LIABILITIES

Note

 

 

 

 

12.31.2014

12.31.2013

 

 

 

 

CURRENT LIABILITIES

 

 

 

Payroll, social charges and accruals

20

252,618

239,685

Suppliers

21

1,587,205

1,092,239

Income tax and social contribution payable

14.1

309,881

297,620

Other taxes due

14.3

137,329

300,731

Loans and financing

22

867,626

957,106

Debentures

23

431,491

57,462

Dividends payable

-

19,691

18,713

Post-employment benefits

24

37,404

29,983

Customer charges due

25

23,233

37,994

Research and Development and Energy Efficiency

26

175,972

127,860

Accounts payable related to concession - Use of Public Property

27

54,955

51,481

Other accounts payable

28

157,988

137,011

 

 

4,055,393

3,347,885

 

 

 

 

NONCURRENT LIABILITIES

 

 

 

Suppliers

21

17,625

50,121

Deferred income tax and social contribution

14.2

15,218

420,501

Other taxes due

14.3

87,129

68,402

Loans and financing

22

2,601,324

2,366,678

Debentures

23

2,153,957

1,150,483

Post-employment benefits

24

861,214

937,249

Research and Development and Energy Efficiency

26

159,792

154,721

Accounts payable related to concession - Use of Public Property

27

436,772

420,293

Other accounts payable

28

306

233

Provision for contingencies

29

1,546,632

1,266,127

 

 

7,879,969

6,834,808

 

 

 

 

EQUITY

 

 

 

Attributable to controlling shareholders

30.1

 

 

Capital

 

6,910,000

6,910,000

Equity valuation adjustments

 

976,964

983,159

Legal reserve

 

685,147

624,849

Profit retention reserve

 

4,516,825

3,897,833

Additional proposed dividends

 

241,753

235,498

 

 

13,330,689

12,651,339

 

 

 

 

Attributable to non-controlling interest

30.2

352,091

277,413

 

 

 

 

 

 

13,682,780

12,928,752

 

 

 

 

TOTAL LIABILITIES & EQUITY

 

25,618,142

23,111,445

Notes are an integral part of these financial statements.

F-2

F-2


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated Statements of Income

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 Note12.31.2017 12.31.2016
Restated 
12.31.2015
Restated 
     
NET OPERATING REVENUE 32 14,024,573 13,101,753 14,945,844 
     
OPERATING COSTS 33 (10,665,890) (10,234,115) (11,799,316) 
     
GROSS PROFIT  3,358,683 2,867,638 3,146,528 
     
Operational expenses / income     
Selling expenses 33 (169,050) (250,448) (283,397) 
General and administrative expenses 33 (685,675) (741,145) (670,606) 
Other operational income (expenses) 33 (464,316) (53,638) (158,619) 
Equity in earnings of investees 18 101,739 166,411 87,590 
  (1,217,302) (878,820) (1,025,032) 
     
PROFIT BEFORE FINANCIAL RESULTS AND TAXES  2,141,381 1,988,818 2,121,496 
     
Financial results 34    
Financial income  699,310 903,936 769,627 
Financial expenses  (1,447,750) (1,498,592) (1,197,329) 
  (748,440) (594,656) (427,702) 
     
OPERATING PROFIT  1,392,941 1,394,162 1,693,794 
     
INCOME TAX AND SOCIAL CONTRIBUTION 13.4    
Current  (379,943) (589,322) (698,023) 
Deferred  105,257 69,632 165,794 
  (274,686) (519,690) (532,229) 
     
NET INCOME  1,118,255 874,472 1,161,565 
Attributed to controlling shareholders  1,033,626 895,772 1,109,549 
Attributed to non-controlling interest 18.2.2 84,629 (21,300) 52,016 
     
BASIC AND DILUTED NET EARNING PER SHARE ATTRIBUTED TO PARENT     
COMPANY SHAREHOLDERS - EXPRESSED IN BRAZILIAN REAIS 31.5    
Common shares  3.60754 3.12641 3.87253 
Class "A" Preferred shares  3.96830 3.43906 4.25990 
Class "B" Preferred shares  3.96830 3.43906 4.25979 
Notes are an integral part of these financial statements.

 

CONTINUING OPERATIONS

Note

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

NET OPERATING REVENUES

31

13,918,517

9,180,214

8,493,252

 

 

 

 

 

COST OF SALES AND SERVICES PROVIDED

32

(11,165,077)

(7,037,998)

(6,540,636)

 

 

 

 

 

GROSS PROFIT

 

2,753,440

2,142,216

1,952,616

 

 

 

 

 

Operational expenses / income

 

 

 

 

Selling expenses

32

(120,987)

(95,615)

(65,659)

General and administrative expenses

32

(552,116)

(530,104)

(541,913)

Other operational income (expenses)

32

(530,378)

(403,910)

(352,551)

Equity in earnings of investees

17.2

159,955

113,606

6,685

 

 

(1,043,526)

(916,023)

(953,438)

 

 

 

 

 

PROFIT BEFORE FINANCIAL RESULTS AND TAXES

 

1,709,914

1,226,193

999,178

 

 

 

 

 

Financial results

 

 

 

 

Financial income

33

694,523

652,363

648,321

Financial expenses

33

(546,806)

(372,052)

(674,971)

 

 

147,717

280,311

(26,650)

 

 

 

 

 

PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION

 

1,857,631

1,506,504

972,528

 

 

 

 

 

INCOME TAX AND SOCIAL CONTRIBUTION

 

 

 

 

Current

14.4

(747,869)

(554,520)

(458,257)

Deferred

14.4

225,853

149,451

212,249

 

 

(522,016)

(405,069)

(246,008)

 

 

 

 

 

NET INCOME FOR THE YEAR

 

1,335,615

1,101,435

726,520

Attributed to controlling shareholders

 

1,205,950

1,072,560

700,688

Attributed to non-controlling interest

30.2

129,665

28,875

25,832

 

 

 

 

 

BASIC AND DILUTED NET EARNINGS PER SHARE ATTRIBUTED TO

 

 

 

 

PARENT COMPANY SHAREHOLDERS - IN REAIS

  

  

  

  

Ordinary shares

30.1

4.20899

3.74278

2.44350

Class “A” preferred shares

30.1

4.62953

4.49001

4.17424

Class “B” preferred shares

30.1

4.62989

4.11741

2.68795

Notes are an integral part of these financial statements.

 

F-3F-3


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated StatementStatements ofComprehensive Income

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Note

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

 

 

 

 

 

NET INCOME FOR THE YEAR

  

1,335,615

1,101,435

726,520

Other comprehensive income

  

 

 

 

Items that will never be reclassified to profit or loss

 

    

    

   

Gain (losses) on actuarial liabilities

30.1.2

 

 

 

Post-employment benefits

 

140,383

(216,967)

(207,947)

Post-employment benefits - equity

 

(582)

18,881

-

Taxes on other comprehensive income

30.1.2

(48,584)

73,769

63,374

Items that are or may be reclassified to profit or loss

  

 

 

 

Adjustments related to financial assets classified as available for sale

30.1.2

 

 

 

Financial investments

  

1,070

(6,929)

2,261

Accounts receivable related to the concession

  

-

-

(13,116)

Investments

 

(190)

(306)

406

Other adjustments - subsidiary

 

(2,777)

-

3,164

Taxes on other comprehensive income

30.1.2

647

2,460

2,476

Total other comprehensive income for the year, net of taxes

 

89,967

(129,092)

(149,382)

 

 

 

 

 

COMPREHENSIVE INCOME FOR THE YEAR

   

1,425,582

972,343

577,138

 

  

 

 

 

Attributable to controlling shareholders

 

1,297,225

943,468

550,680

Attributable to non-controlling interest

 

128,357

28,875

26,458

 

 

 

 

 

Notes are an integral part of these financial statements.

 

 Note12.31.201712.31.2016
Restated 
12.31.2015
Restated 
     
NET INCOME   1,118,255 874,472 1,161,565 
Other comprehensive income     
Items that will never be reclassified to profit or loss 31.2    
Gain (losses) on actuarial liabilities     

Post-employment benefits 

 (46,506) (88,906) 410,330 
Post-employment benefits - equity  (852) 19,660 
Taxes on other comprehensive income  16,827 30,174 (139,059) 
Items that may be reclassified to profit or loss 31.2    
Adjustments related to financial assets classified as available for sale  26,138 3,612 628 
Taxes on other comprehensive income  (8,888) (1,229) (215) 
Realization - gain on financial assets, net of taxes  (18,909) - - 
Total comprehensive income, net of taxes  (31,338) (57,201) 291,344 
TOTAL COMPREHENSIVE INCOME  1,086,917 817,271 1,452,909 
Attributed to controlling shareholders  1,002,411 838,506 1,400,398 
Attributed to non-controlling interest  84,506 (21,235) 52,511 
Notes are an integral part of these financial statements.

F-4

 

F-4


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated StatementStatements of Changes in Equity

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

Attributable to controlling shareholders

 

 

 

 

 

 

Equity valuation
adjustment

Profit reserves

 

 

 

 

 

 

 

 

 

 

 

Attributable

 

 

Note

 

 

Other

 

Profit

Additional

 

 

to

 

 

Capital

Deemed

comprehensive

Legal

retention

proposed

Accumulated

Shareholders

non-controlling

Equity

 

 

 

cost

income

reserve

reserve

dividends

profit

equity

interest

consolidated

Balances as of January 1, 2012

 

6,910,000

1,442,742

23,304

536,187

2,838,551

84,875

-

11,835,659

242,834

12,078,493

Net income for the year

 

-

-

-

-

-

-

700,688

700,688

25,832

726,520

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

   

Losses on financial assets, net of taxes

 

-

-

(5,435)

-

-

-

-

(5,435)

626

(4,809)

Actuarial losses, net of taxes

 

-

-

(144,573)

-

-

-

-

(144,573)

-

(144,573)

Total comprehensive income for the year

  

-

-

(150,008)

-

-

-

700,688

550,680

26,458

577,138

Realization - deemed cost

  

-

(101,644)

-

-

-

-

101,644

-

-

-

Deliberation of additional dividends proposed

    

-

-

-

-

-

(84,875)

-

(84,875)

-

(84,875)

Allocation proposed to GSM:

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

    

-

-

    

35,034

-

-

(35,034)

-

-

-

Interest on own capital

  

-

-

    

-

-

-

(138,072)

(138,072)

-

(138,072)

Dividends

   

-

-

    

-

-

64,474

(130,482)

(66,008)

(4,786)

(70,794)

Profit retention reserve

  

-

-

   

-

498,744

-

(498,744)

-

-

-

Balances as of December 31, 2012

   

6,910,000

1,341,098

(126,704)

571,221

3,337,295

64,474

-

12,097,384

264,506

12,361,890

Net income for the year

 

-

-

-

-

-

-

1,072,560

1,072,560

28,875

1,101,435

Other comprehensive income 

   

   

  

  

  

  

  

  

  

  

  

Losses on financial assets, net of taxes

30.1.2

-

-

(4,775)

-

-

-

-

(4,775)

-

(4,775)

Actuarial losses, net of taxes

30.1.2

-

-

(124,317)

-

-

-

-

(124,317)

-

(124,317)

Total comprehensive income for the year

  

-

-

(129,092)

-

-

-

1,072,560

943,468

28,875

972,343

Realization - deemed cost

30.1.2

-

(102,143)

-

-

-

-

102,143

-

-

-

Deliberation of additional dividends proposed

 

-

-

-

-

-

(64,474)

-

(64,474)

-

(64,474)

Allocation proposed to GSM:

 

  

 

   

 

 

 

 

 

 

 

Legal reserve

      

-

-

      

53,628

-

-

(53,628)

-

-

-

Interest on own capital

30.1.3

-

-

   

-

-

-

(180,000)

(180,000)

-

(180,000)

Dividends

30.1.3

-

-

  

-

-

235,498

(380,537)

(145,039)

(15,968)

(161,007)

Profit retention reserve

    

-

-

 

-

560,538

-

(560,538)

-

-

-

Balance as of December 31, 2013

  

6,910,000

1,238,955

(255,796)

624,849

3,897,833

235,498

-

12,651,339

277,413

12,928,752

Net income for the year

 

-

-

-

-

-

-

1,205,950

1,205,950

129,665

1,335,615

Other comprehensive income

        

      

   

   

   

   

   

   

   

   

    

Losses on financial assets, net of taxes

30.1.2

-

-

(700)

-

-

-

-

(700)

(550)

(1,250)

Actuarial gains (losses), net of taxes

30.1.2

-

-

91,975

-

-

-

-

91,975

(758)

91,217

Total comprehensive income for the year

 

-

-

91,275

-

-

-

1,205,950

1,297,225

128,357

1,425,582

Realization - deemed cost

30.1.2

-

(101,851)

-

-

850

-

99,394

(1,607)

-

(1,607)

Realization - actuarial losses

30.1.2

-

-

4,381

-

(4,381)

-

-

-

-

-

Deliberation of additional dividends proposed

 

-

-

-

-

-

(235,498)

-

(235,498)

-

(235,498)

Allocation proposed to GSM:

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

 

-

-

-

60,298

-

-

(60,298)

-

-

-

Interest on own capital

30.1.3

-

-

-

-

-

-

(30,000)

(30,000)

-

(30,000)

Dividends

30.1.3

-

-

-

-

-

241,753

(592,523)

(350,770)

(53,679)

(404,449)

Profit retention reserve

    

-

-

-

-

622,523

-

(622,523)

-

-

-

Balance as of December 31, 2014

      

6,910,000

1,137,104

(160,140)

685,147

4,516,825

241,753

-

13,330,689

352,091

13,682,780

Notes are an integral part of these financial statements.

 

 

Attributable to Parent Company

 

 

 

 

 

 

Equity valuation adjustments

Profit reserves

 

 

 

 

 

 

 

 

 

 

 

Attributable

 

 

Note

 

 

Other

 

Profit

Additional

 

 

to non -

 

 

 

Deemed

comprehensive

Legal

retention

proposed

Accumulated

Shareholders’

controlling

 

 

 

Capital

cost

income

reserve

reserve

dividends

profit

 equity

interests

Equity

Balance as of January 1, 2015

 

6,910,000

1,137,104

  (160,140)

685,147

4,516,825

241,753

  -

13,330,689

  352,091

13,682,780

Net Income - restated

 

-

-

-

-

 -

  -

1,109,549

1,109,549

  52,016

1,161,565

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 Gain on financial assets, net of taxes

31.1.2

-

-

  413

-

  -

  -

  -

413

-

413

 Actuarial gain, net of taxes

31.1.2

-

-

290,436

-

  -

  -

  -

  290,436

495

  290,931

Total comprehensive income  - restated

 

-

-

290,849

-

  -

  -

1,109,549

1,400,398

  52,511

1,452,909

Realization - deemed cost, net of taxes

31.1.2

-

  (90,441)

-

-

  -

  -

  90,441

  -

-

-

Deliberation of additional dividends proposed

 

-

-

-

-

  -

(241,753)

  -

(241,753)

  (8,733)

  (250,486)

Distribution of dividends with retained earnings

 

-

-

-

-

  -

  -

  -

 -

  (48,601)

  (48,601)

Allocation proposed to GSM:

 

 

 

 

 

 

 

 

 

 

 

 Legal reserve

 

-

-

-

59,637

  -

  -

(59,637)

  -

-

-

 Interest on own capital

31.1.4

-

-

-

-

  -

  -

(198,000)

(198,000)

-

  (198,000)

 Dividends

31.1.4

-

-

-

-

  -

  -

(128,795)

(128,795)

  (29,315)

  (158,110)

 Profit retention reserve

 

-

-

-

-

  813,558

  -

(813,558)

  -

-

-

Balance as ofDecember 31, 2015 - restated

 

6,910,000

1,046,663

130,709

744,784

5,330,383

  -

  -

14,162,539

  317,953

14,480,492

Net Income (loss) - restated

 

-

-

-

-

  -

  -

  895,772

  895,772

  (21,300)

  874,472

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 Gain on financial assets, net of taxes

 31.2

-

-

2,383

-

  -

  -

  -

  2,383

-

  2,383

 Actuarial gain (losses), net of taxes

 31.2

-

-

  (59,649)

-

  -

  -

  -

(59,649)

65

  (59,584)

Total comprehensive income  - restated

 

-

-

  (57,266)

-

  -

  -

  895,772

  838,506

  (21,235)

  817,271

Realization - deemed cost, net of taxes

31.2

-

  (101,707)

-

-

  -

  -

  101,707

  -

-

-

Realization - actuarial gain

31.2

-

-

  (19,933)

-

  19,933

  -

  -

  -

-

-

Deliberation of additional dividends proposed

18.2.2

-

-

-

-

  -

  -

  -

  -

  (23,072)

  (23,072)

Distribution of dividends with retained earnings

18.2.2

-

-

-

-

  -

  -

  -

  -

  (9,342)

  (9,342)

Capital increase

 

1,000,000

-

-

-

(1,000,000)

  -

  -

  -

-

-

Allocation proposed to GSM:

 

 

 

 

 

 

 

 

 

 

 

 Legal reserve

 

-

-

-

47,932

  -

  -

(47,932)

  -

-

-

 Interest on own capital

31.4

-

-

-

-

  -

  -

(282,947)

(282,947)

-

  (282,947)

 Dividends

18.2.2

-

-

-

-

  -

  -

  -

  -

  (4,260)

  (4,260)

 Profit retention reserve

 

-

-

-

-

  666,600

  -

(666,600)

  -

-

-

Balance as of December 31, 2016 - restated

 

7,910,000

  944,956

53,510

792,716

5,016,916

  -

  -

14,718,098

  260,044

14,978,142

Net Income

 

-

-

-

-

  -

  -

1,033,626

1,033,626

  84,629

1,118,255

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 Gain on financial assets, net of taxes

31.2

-

-

17,250

-

  -

  -

  -

  17,250

-

  17,250

 Actuarial losses, net of taxes

31.2

-

-

  (29,556)

-

  -

  -

  -

(29,556)

(123)

  (29,679)

 Realization - gain on financial assets, net of taxes

31.2

-

-

  (18,909)

-

  -

  -

  -

(18,909)

-

  (18,909)

Total comprehensive income

 

-

-

  (31,215)

-

  -

  -

1,033,626

1,002,411

  84,506

1,086,917

Realization - deemed cost, net of taxes

31.2

-

  (71,650)

-

-

  -

  -

  71,650

  -

-

-

Deliberation of additional dividends proposed

18.2.2

-

-

-

-

  -

  -

  -

  -

  (11,053)

  (11,053)

Approval of additional dividends in accordance with the 62nd Annual General Meeting

 

-

-

-

-

(223,266)

  -

  -

(223,266)

-

  (223,266)

Allocation proposed to GSM:

 

 

 

 

 

 

 

 

 

 

 

 Legal reserve

 

-

-

-

51,682

  -

  -

(51,682)

  -

-

-

 Interest on own capital

31.4

-

-

-

-

  -

  -

(266,000)

(266,000)

-

  (266,000)

 Dividends

18.2.2

-

-

-

-

  -

  -

(23,401)

(23,401)

  (30,836)

  (54,237)

 Profit retention reserve

 

-

-

-

-

  764,193

  -

(764,193)

  -

-

-

Balance as of December 31, 2017

 

7,910,000

  873,306

22,295

844,398

5,557,843

  -

  -

15,207,842

  302,661

15,510,503

Notes are an integral part of these financial statements.

 

F-5

 

F-5


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated StatementStatements of Changes in Cash Flows, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

  Note12.31.2017 12.31.2016
Restated 
12.31.2015
Restated 
     
CASH FLOWS FROM OPERATIONAL ACTIVITIES     
Net income  1,118,255 874,472 1,161,565 
     
Adjustments to reconcileanet income for the period with cash generated from operating activities     
Unrealized monetary and cambial variation and debt charges - net  900,610 1,171,228 716,228 
Interest - bonus from the grant of concession agreements under the quota system 10.2 (82,160) (96,783) - 
Gain on transmission concession agreement 10.3 (129,769) (98,780) (110,893) 
Reversal of estimated losses on transmission concession agreement 10.3 - (29,025) - 
Gain on remeasurement of the cash flow from the RBSE assets 10.4 (361,156) (809,639) - 
Result of the adoption of the Special Tax Regularization Program 13.3.1 (154,197) - - 
Income tax and social contribution 13.4 379,943 589,322 698,023 
Deferred income tax and social contribution 13.4 (105,257) (69,632) (165,794) 
Equity in earnings of investees 18.1 (101,739) (166,411) (87,590) 
Result of renegotiation of hydrological risk - GSF 20.2 - (26,872) (134,620) 
Appropriation of actuarial calculation of post-employment benefits 25.4 97,511 130,707 143,202 
Appropriation of pension and healthcare contributions 25.4 153,069 142,735 133,428 
Creation for research and development and energy efficiency programs 27.2 118,753 101,946 128,898 
Recognition of fair value of assets related to concession compensation 32 (57,080) (132,741) (217,713) 
Sectorial financial assets and liabilities result 32 (767,040) 1,079,662 (858,170) 
Depreciation and amortization 33 731,599 708,296 676,472 
Net operating estimated losses, provisions and reversals 33.4 365,539 768,696 210,829 
Result from the change of the investment valuation method 33.6 - (52,107) - 
Result of disposal of investment 33.6 (28,650) - - 
Impairment of accounts receivable related to concession 10.1 17 54 40,757 
Loss on disposal of property, plant and equipment  64,508 27,316 41,715 
Loss on disposal of intangible assets  42,740 47,434 30,026 
  2,185,496 4,159,878 2,406,363 
     
Decrease (increase) in assets     
Trade accounts receivable  (322,814) 578,116 (1,022,952) 
Dividends and interest on own capital received  44,334 154,877 62,070 
CRC transferred to the Government of the State of Paraná 8.1 97,085 49,425 178,588 
Judicial deposits  96,028 62,324 16,326 
Sectorial financial assets 9.2 - 258,779 975,053 
Accounts receivable related to the concession compensation  - - 321,409 
Other receivables  (44,193) 15,244 (16,238) 
Inventories  20,078 381 19,604 
Income tax and social contribution  146,602 (69,989) (55,241) 
Other current taxes recoverable  87,884 (25,608) 49,229 
Prepaid expenses  12,128 10,096 (5,814) 
Related parties  (667) - (49,911) 
  136,465 1,033,645 472,123 
     
Increase (decrease) in liabilities     
Payroll, social charges and accruals  26,170 29,396 5,783 
Suppliers  275,370 (666,864) (173,809) 
Other taxes  24,795 (62,239) 144,711 
Post-employment benefits 25.4 (200,848) (187,143) (170,258) 
Customer charges due  8,313 (135,746) 254,225 
Research and development and energy efficiency 27.2 (104,512) (58,831) (99,729) 
Payable related to the concession 28.2 (65,871) (648,593) (55,346) 
Sectorial financial liabilities 9.2 419,220 - - 
Other accounts payable  (101,062) (23,605) 8,377 
Provisions for legal claims 30.1.1 (124,395) (193,197) (163,684) 
  157,180 (1,946,822) (249,730) 
     
CASH GENERATED FROM OPERATING ACTIVITIES  2,479,141 3,246,701 2,628,756 
     
Income tax and social contribution paid  (335,087) (859,784) (488,289) 
Loans and financing - interest due and paid 23.4 (532,033) (362,128) (452,924) 
Debentures - interest due and paid 24.2 (622,815) (547,971) (366,815) 
     
NET CASH GENERATED FROM OPERATING ACTIVITIES  989,206 1,476,818 1,320,728 
     
(continued)     

 

 

 


Note


12.31.2014


12.31.2013


12.31.2012

 

 

 

 

 

 

Cash flows from operational activities

 

 

 

 

Net income for the year

 

1,335,615

1,101,435

726,520

 

 

 

 

 

Adjustments to reconcile net income for the year with cash generated from operating activities

      

  

  

 

Depreciation

18.3

374,157

366,016

331,330

Amortization

19.1

255,786

237,186

218,525

Unrealized monetary and exchange variations - net

 

322,768

27,600

(90,669)

Fair value adjustment of the accounts receivable related to concession

 

-

-

401,104

Remuneration of accounts receivable related to concession

10.1

(58,782)

(33,974)

(396,168)

Sectorial financial assets and liabilities result

31

(1,033,866)

-

-

Equity in earnings of investees

17.2

(159,955)

(113,606)

(6,685)

Income tax and social contribution

14.4

747,869

554,520

458,257

Deferred income tax and social contribution

14.2.1

(225,853)

(149,451)

(212,249)

Provision (reversal) for losses with depreciation of investments

17.2

(6,981)

(7,887)

-

Provision (reversal) for losses from accounts receivable

32.5

53,193

47,458

22,826

Provision for loss in consortium

32.5

13,003

-

-

Provision for losses on taxes recoverable

32.5

6,394

274

(3,135)

Provision (reversal) for impairment of assets

32.5

807,281

-

-

Provision for legal claims

29.1

323,811

154,178

199,105

Provision for post-employment benefits

24.4

220,500

195,673

196,087

Provision for research and development and energy efficiency

26.2

115,368

79,961

74,464

Write off of accounts receivable related to concession

10.1

23,884

45,795

24,313

Write off of property, plant and equipment

18.3

5,670

9,794

3,871

Write off of intangible assets

19.1

10,479

18,004

8,325

 

    

 

 

 

Decrease (increase) in assets 

    

 

 

 

Trade accounts receivable

 

(789,176)

20,614

104,421

Dividends and interest on own capital received

 

43,860

49,009

27,494

CRC transferred to the Government of the State of Paraná

8.1

172,078

163,078

150,864

Accounts receivable related to the concession extension

11.1

306,814

440,656

-

Judicial deposits

  

(61,028)

(100,854)

(143,651)

Other receivables

 

(90,184)

(168,211)

(79,887)

Inventories

 

(11,344)

(14,469)

(21,007)

Income tax and social contribution

 

97,512

(132,071)

22,180

Other current taxes recoverable

 

(17,879)

(11,902)

(17,853)

Related parties

  

(137,137)

-

-

Prepaid expenses

 

80

(6,366)

(8,855)

 

       

    

 

 

Increase (decrease) in liabilities

 

 

 

 

Payroll, social charges and accruals

 

12,792

(144,323)

159,932

Suppliers

 

94,244

(232,915)

187,160

Income tax and social contribution paid

 

(736,613)

(430,767)

(439,858)

Other taxes

 

(144,932)

80,567

735

Loans and financing - interest due and paid

22.9

(259,388)

(329,105)

(158,309)

Debentures - interest due and paid

23.1

(197,715)

(90,121)

(2,139)

Post-employment benefits

24.4

(148,731)

(146,457)

(136,720)

Customer charges due

 

(14,761)

(18,504)

(14,013)

Research and development and energy efficiency

26.2

(85,584)

(76,765)

(76,613)

Payable related to the concession - use of public property

27.2

(51,716)

(48,966)

(44,411)

Other accounts payable

 

33,182

47,209

3,208

Provisions for legal claims

29.1

(53,343)

(44,702)

(49,136)

 

    

 

 

 

Net cash generated from operating activities

 

1,091,372

1,337,611

1,419,363

(continued)

F-6

F-6


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Consolidated StatementStatements of Changes in Cash Flows, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 Note12.31.2017 12.31.2016
Restated 
12.31.2015
Restated
     
CASH FLOWS FROM INVESTMENT ACTIVITIES     
Financial investments  48,512 13,664 76,883 
Loans and financing granted to related parties  (5,145) (9,422) (29,400) 
Receipt of loans and financing granted to related parties  24,985 5,112 7,805 
Disposal of investments 16.1 484,608 - - 
Additions in investments 18.1 (248,243) (505,098) (528,629) 
Capital reduction of investees. 18.1 - 74,983 - 
Additions to property, plant and equipment  (1,205,508) (1,284,436) (752,529) 
Customers contributions - property, plant and equipment  - 40 - 
Additions to intangible assets  (806,240) (928,727) (968,802) 
Customers contributions - intangible assets  125,858 122,809 243,054 
     
NET CASH USED IN INVESTING ACTIVITIES   (1,581,173) (2,511,075) (1,951,618) 
     
CASH FLOWS FROM FINANCING ACTIVITIES     
Loans and financing obtained from third parties 23.4 800,044 93,806 1,836,190 
Issue of Debentures 24.2 2,242,521 1,822,965 1,168,633 
Payments of principal - loans and financing 23.4 (971,187) (226,973) (1,170,987) 
Payments of principal - debentures 24.2 (915,005) (785,239) (154,822) 
Dividends and interest on own capital paid  (506,404) (368,956) (307,528) 
     
NET CASH (USED IN) GENERATED FROM FINANCING ACTIVITIES  649,969 535,603 1,371,486 
     
     
TOTAL EFFECTS ON CASH AND CASH EQUIVALENTS  58,002 (498,654) 740,596 
     
Cash and cash equivalents at the beginning of the period 5 982,073 1,480,727 740,131 
Cash and cash equivalents at the end of the period 5 1,040,075 982,073 1,480,727 
     
CHANGE IN CASH AND CASH EQUIVALENTS  58,002 (498,654) 740,596 
Notes are an integral part of these financial statements.

 

 

 

 

 

 

 

Note

12.31.2014

12.31.2013

12.31.2012

 

 

 

 

 

Cash flows from investment activities

 

 

 

 

Financial investments

 

(103,603)

279,406

(151,287)

Additions - net effect of acquired cash

 

149,760

(65,519)

-

Additions in investments

17.2

(628,621)

(519,315)

(57,328)

Additions to property, plant and equipment

18.3

(894,575)

(420,227)

(875,509)

Customers contributions - Property, plant and equipment

19.1

-

-

15

Additions to intangible

19.1

(1,254,570)

(1,299,073)

(851,804)

Customers contributions - Intangible Asset

19.1

168,933

160,614

107,980

Disposal of intangible

 

-

-

191

 

 

 

 

 

NET CASH GENERATED USED IN INVESTING ACTIVITIES

 

(2,562,676)

(1,864,114)

(1,827,742)

 

 

  

  

  

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Loans and financing obtained from third parties

22.9

221,556

1,239,126

81,723

Issue of Debentures

23.1

1,383,378

203,000

1,000,000

Amortization of principal - loans and financing

22.9

(425,554)

(31,508)

(37,868)

Amortization of principal - debentures

23.1

(40,608)

(10,152)

-

Dividends and interest on own capital paid

 

(668,969)

(591,548)

(224,705)

 

 

 

 

 

NET CASH GENERATED FROM (USED IN) FINANCING ACTIVITIES

 

469,803

808,918

819,150

 

 

 

 

 

TOTAL EFFECTS ON CASH AND CASH EQUIVALENTS

 

(1,001,501)

282,415

410,771

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

4

1,741,632

1,459,217

1,048,446

Cash and cash equivalents at the end of the year

4

740,131

1,741,632

1,459,217

 

 

 

 

 

CHANGE IN CASH AND CASH EQUIVALENTS

 

(1,001,501)

282,415

410,771

Notes are an integral part of these financial statements

 

 

 

 

 

 

Additional information on cash flows 

  

 

 

 

   

 

 

 

 

Transactions not involving cash

 

 

 

 

Acquisition of property with an increase in the balance of suppliers (Note 18.3)

 

120,134

-

119,590

F-7

F-7


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

1        Operations

Companhia Paranaense de Energia (Copel, the Company or the Parent Company), with its headquarters at Rua Coronel Dulcídio, 800, Batel, Curitiba - State of Paraná, is a publicpublicly-held mixed capital company withcontrolled by the State of Paraná and its shares are traded on Corporate Governance Level 1 of BM&FBOVESPA’sthe Special ListingsSegments Listing of B3 S.A. - Brasil, Bolsa Balcão and also on the New York Stock Exchange (NYSE) and on stock exchangesthe Madrid Stock Exchange in the United StatesLatin American segment (Latibex).

The core activities of AmericaCopel and Spain. Copel is a mixed capital company, controlled by the Government of the State of Paraná.

These activities areits subsidiaries, regulated by the National Electric EnergyBrazilian Electricity Regulatory Agency (Agência Nacional de Energia Elétrica or ANEEL)(Aneel), which reportslinked to the Ministry of Mines and Energy (Ministério de Minas e Energia or MME). The operations of Copel(MME), is to research, study, plan, build and its subsidiaries are regulated by the are mainly engaged, through its subsidiaries, in researching, studying, planning, building, and exploitingexplore the production, transformation, transportation, distribution and saletrading of energy in any form, but mainly electric energy. Additionally,of its forms, primarily electricity. Furthermore, Copel takes partparticipates in consortiums and in private enterprises, or mixed capitalsector and mixed-capital companies for the purpose of engaging in order to operate mostlyactivities, primarily in the areasfields of energy, telecommunications, and natural gas,gas.

1.1 Copel’s equity interests

Copel has direct and water utility.indirect interests in subsidiaries (1.1.1), joint ventures (1.1.2), associates (1.1.3) and joint operations (1.1.4).

F-8


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

1.1.1Subsidiaries

Interest

Subsidiaries

Headquarters

Main activities

 %

Investor

Copel Geração e Transmissão S.A. (Copel GeT)

Curitiba/PR

Production and transmission of electricity

  100.0

 Copel

Copel Distribuição S.A. (Copel DIS)

Curitiba/PR

Distribution and marketing of electricity

  100.0

 Copel

Copel Telecomunicações S.A. (Copel TEL)

Curitiba/PR

Telecommunication and communication

  100.0

 Copel

Copel Renováveis S.A. (Copel REN) (a)

Curitiba/PR

Control and management of interests

  100.0

 Copel

Copel Comercialização S.A. (Copel Energia)

Curitiba/PR

Commercialization of electricity

  100.0

 Copel

Companhia Paranaense de Gás - Compagás

Curitiba/PR

Distribution of pipeline gas

    51.0

 Copel

Elejor - Centrais Elétricas do Rio Jordão S.A.

Curitiba/PR

Production of electricity

    70.0

 Copel

Araucária Ltda(UEG)

Curitiba/PR

Production of electricity from natural gas

    20.0

 Copel

    60.0

 Copel GeT

São Bento Energia, Investimentos e Participações S.A. (São Bento)

Curitiba/PR

Control and management of interests

  100.0

 Copel GeT

Nova Asa Branca I Energias Renováveis S.A.

S. Miguel do Gostoso/RN

Production of electricity from wind sources

  100.0

 Copel GeT

Nova Asa Branca II Energias Renováveis S.A.

Parazinho/RN

Production of electricity from wind sources

  100.0

 Copel GeT

Nova Asa Branca III Energias Renováveis S.A.

Parazinho/RN

Production of electricity from wind sources

  100.0

 Copel GeT

Nova Eurus IV Energias Renováveis S.A.

Touros/RN

Production of electricity from wind sources

  100.0

 Copel GeT

Santa Maria Energias Renováveis S.A.

Maracanaú/CE

Production of electricity from wind sources

  100.0

 Copel GeT

Santa Helena Energias Renováveis S.A.

Maracanaú/CE

Production of electricity from wind sources

  100.0

 Copel GeT

Ventos de Santo Uriel S.A.

João Câmara/RN

Production of electricity from wind sources

  100.0

 Copel GeT

Cutia Empreendimentos Eólicos S.A. (Cutia)

Curitiba/PR

Control and management of interests

  100.0

 Copel GeT

GE Olho D’Água S.A.

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 São Bento

GE Boa Vista S.A.

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 São Bento

GE Farol S.A.

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 São Bento

GE São Bento do Norte S.A.

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 São Bento

Central Geradora Eólica São Bento do Norte I S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Central Geradora Eólica São Bento do Norte II S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Central Geradora Eólica São Bento do Norte III S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Central Geradora Eólica São Miguel I S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Central Geradora Eólica São Miguel II S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Central Geradora Eólica São Miguel III S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Guajiru S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Jangada S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Potiguar S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Cutia S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Maria Helena S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Esperança do Nordeste S.A.(b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Usina de Energia Eólica Paraíso dos Ventos do Nordeste S.A. (b)

São Bento do Norte/RN

Production of electricity from wind sources

  100.0

 Cutia

Copel Brisa Potiguar S.A. was incorporated by Copel REN on 12.20.2017

(a) Company management is assessing whether a business purpose change or a closure and transfer of assets to the shareholder is required.

(b) Pre-operating stage.

F-9


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

1.1.2Joint ventures

Interest

Joint ventures

Headquarters

Main activity

 %

Investor

Voltalia São Miguel do Gostoso I Participações S.A.

São Paulo/SP

Interests in companies

  49.0

 Copel  

Paraná Gás Exploração e Produção S.A. (a)

Curitiba/PR

Exploration of natural gas

  30.0

 Copel  

Costa Oeste Transmissora de Energia S.A.

Curitiba/PR

Transmission of electricity

  51.0

Copel GeT

Marumbi Transmissora de Energia S.A.

Curitiba/PR

Transmission of electricity

  80.0

Copel GeT

Transmissora Sul Brasileira de Energia S.A.

Florianópolis/SC

Transmission of electricity

  20.0

Copel GeT

Caiuá Transmissora de Energia S.A.

Rio de Janeiro/RJ

Transmission of electricity

  49.0

Copel GeT

Integração Maranhense Transmissora de Energia S.A.

Rio de Janeiro/RJ

Transmission of electricity

  49.0

Copel GeT

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

Rio de Janeiro/RJ

Transmission of electricity

  49.0

Copel GeT

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

Rio de Janeiro/RJ

Transmission of electricity

  49.0

Copel GeT

Paranaíba Transmissora de Energia S.A.

Rio de Janeiro/RJ

Transmission of electricity

  24.5

Copel GeT

Mata de Santa Genebra Transmissão S.A. (b)

Rio de Janeiro/RJ

Transmission of electricity

  50.1

Copel GeT

Cantareira Transmissora de Energia S.A.

Rio de Janeiro/RJ

Transmission of electricity

  49.0

Copel GeT

(a) Project activities came to a halt in connection with a Public Class Action. Consortium members have requested the National Oil

Agency (ANP) a release from contractual obligations without encumbrances to bidders, and eventual return of sign-up bonus,

reimbursement of costs incurred and release from guarantees given.

(b) Pre-operating stage.

F-10


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

1.1.3Associates

Associated companies

Headquarters

Main activity

Interest

 %

Investor

Dona Francisca Energética S.A.

Agudo/RS

Production of electricity

23.0303

 Copel  

Foz do Chopim Energética Ltda.(a)

Curitiba/PR

Production of electricity

35.77

 Copel  

Carbocampel S.A.

Figueira/PR

Coal exploration

49.0

 Copel  

Dois Saltos Empreendimentos de Geração de Energia Elétrica Ltda. (b)

Curitiba/PR

Production of electricity

30.0

 Copel  

Copel Amec S/C Ltda. - em liquidação

Curitiba/PR

Services

48.0

 Copel  

Sercomtel S.A. Telecomunicações (c)

Londrina/PR

Telecommunications

45.0

 Copel  

Dominó Holdings Ltda. (d)

Curitiba/PR

Interests in companies

49.0

 Copel Energia

GBX Tietê II Empreendimentos Participações S.A.

São Paulo/SP

Incorporation of real estate projects

19.31

UEG

(a) In February 2018, the associated Foz do Chopim Energética Ltda. was transferred from Copel to Copel GeT, through an increase in the capital stock.

(b) Pre-operating stage.

(c) Investment reduced to zero due to the impairment tests.

(d) In November 2017, the company was transformed from a corporation into a limited liability company and the investment was changed from a joint venture to anassociate.

1.1.4Joint operations (consortiums)

Joint operations

Interest (%)
Copel GeT

Other consortium members

Hydroelectric Power Plant Gov. Jayme Canet Júnior (Mauá)

51.0

Eletrosul Centrais Elétricas S.A.  (49.0%)

Hydroelectric Power Plant Baixo Iguaçu (Note 19.7.1) (a)

30.0

Geração Céu Azul S.A (subsidiary of Neoenergia S.A.) (70%)

(a) Pre-operating stage.

F-11


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

2        Preparation basisConcessions and Authorizations

2.1    Concessions contracts or authorizations obtained by Copel

    
    

Copel

 

Interest %

Maturity

Concession agreement / authorization of the equity

 

 

 

Copel DIS

Contract 046/1999, extended by 5th addendum to the contract

100

 07.07.2045

Copel TEL

Authorization Term 54/2003 - Anatel/SVP/PVST

100

 Indeterminate

 

Authorization Term 305/2012 - Anatel/SVP/PVST

100

 Indeterminate

Elejor

Contract 125/2001 - HPP Fundão and Santa Clara

70

 05.28.2037

 

Authorization - SHP Fundão I and SHP Santa Clara I - 753/2002 and 757/2002

70

 12.18.2032

Dona Francisca Energética

Contract 188/1998 - HPP Dona Francisca

23

 08.27.2033

Foz do Chopim

Authorization 114/2000 - SHP Arturo Andreoli

36

 04.23.2030

UEG Araucária

Authorization 351/1999  - TPP Araucária (60% Copel GET)

20

 12.22.2029

Compagás (2.1.1)

Concession gas distribution contract

51

 01.20.2019

Dois Saltos (a)

Authorization 5,204/2015

30

 04.22.2045

Paraná Gás (1.1.2 - a)

PART-T-300_R12 4861-.0000.99/2014-00 - ANP

30

 05.15.2045

Usina de Energia Eólica São João S.A. (b)

MME Ordinance 173 /2012 - WPP São João

49

 03.25.2047

Usina de Energia Eólica Carnaúba S.A. (b)

MME Ordinance 204 /2012 - WPP Carnaúbas

49

 04.08.2047

Usina de Energia Eólica Reduto S.A. (b)

MME Ordinance 230 /2012 - WPP Reduto

49

 04.15.2047

Usina de Energia Eólica Santo Cristo S.A. (b)

MME Ordinance 233/2012 - WPP Santo Cristo

49

 04.17.2047

(a) Building under construction.

   

(b) Subsidiaries of Voltalia São Miguel do Gostoso I Participações S.A.

  

Hydroelectric Power Plant - HPP

   

Small Hydroelectric Plant - SHP

   

Thermal Power Plant - TPP

   

Wind Power Plant - WPP

   

2.1.1Compagás

Compagás is a party to a concession agreement entered into with the Concession Grantor, the State of Paraná, setting July 6, 2024 as the expiry date of the concession. Such date has always been announced and considered for assessment of the balances of the prior-year financial statements.

On December 7, 2017, the State of Paraná published Supplementary Law 205, introducing a new interpretation of the expiry of the concession, understanding that expiry will be on January 20, 2019.

F-12


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The management board of Compagás, its Parent company and other shareholders are evaluating and questioning the effects of the aforesaid law, understanding that they conflict with the provisions of the concession agreement currently in force. However, as by the end of issuance of these financial statements such discussion had not yet been closed and that law continues in force, the effects on the financial statements for 2017 had to be taken into consideration.

Management will continue to make its best efforts to protect the Company interests, aiming to appropriately settle the impacts of the new interpretation given by the Concession Grantor and find alternatives necessary to maintain the concession in a sustainable manner.

The impacts on Compagás financial statements for 2017 by accelerating the expiry of the concession are as follows:

    

 

End of concession
in 2024

 

End of concession

12.31.2017

Effects

in 2019

STATEMENTS OF FINANCIAL POSITION

 

 

 

Noncurrent assets

 

 

 

Accounts receivable related to the concession (Note 10.5)

                     148,868

               154,800

                           303,668

Intangible assets (Note 20.3)

                     198,688

             (154,800)

                             43,888

STATEMENTS OF INCOME

 

 

 

Net operating revenue

 

 

 

Fair value of assets from the indemnity for the concession

                          (197)

                 41,078

                             40,881

 

2.2 Concession contracts or authorizations obtained by Copel GeT and its investees

Copel GeT  Interest % Maturity 
ONEROUS CONCESSION BY THE USE OF PUBLIC PROPERTY - UBP   
Generation Concession 001/2007- HPP Gov. Jayme Canet Júnior (Mauá) 51 07.02.2042 
Generation concession 001/2011- HPP Colíder (a) 100 01.16.2046 
Ordinance 133/2011- SHP Cavernoso II  100 02.27.2046 
Generation Concession 002/2012- HPP Baixo Iguaçu (a) 30 09.13.2049 
Generation Concession 007/2013    
HPP Apucaraninha  100 10.12.2025 
HPP Chaminé  100 08.16.2026 
HPP Derivação do Rio Jordão  100 11.15.2029 
HPP Cavernoso  100 01.07.2031 
PUBLIC SERVICE CONCESSIONS    
Generation concession 045/1999    
TPP Figueira  100 03.26.2019 
HPP Gov. Bento Munhoz da Rocha Neto (Foz do Areia) 100 09.17.2023 
HPP São Jorge  100 12.03.2024 
HPP Guaricana  100 08.16.2026 
HPP Gov. Ney Aminthas de Barros Braga (Segredo) 100 11.15.2029 
HPP Gov. José Richa (Salto Caxias)  100 05.04.2030 
Authorization 278/1999- WPP Palmas  100 09.28.2029 
Dispatch 182/2002 - Hydroelectric Generating Plant -HGP Melissa, HGP Pitangui and   
HGP Salto do Vau (only register with ANEEL)  100 - 
Generation concession 002/2016 -HPP Gov. Pedro Viriato Parigot de Souza (GPS) 100 01.05.2046 
In progress for homologation from ANEEL- HPP Marumbi 100 - 
Authorization Aneel 5,373/2015- HGP Chopim I (only register with ANEEL) 100 - 
Concession agreement / authorization of the equity   
UEG Araucária Authorization 351/1999 - TPP Araucária (20% - Copel) 60 12.22.2029 
Nova Asa Branca I MME Ordinance 267/2011 - WPP Asa Branca I 100 04.24.2046 
Nova Asa Branca II MME Ordinance 333/2011 - WPP Asa Branca II 100 05.30.2046 
Nova Asa Branca III MME Ordinance 334/2011 - WPP Asa Branca III 100 05.30.2046 
Nova Eurus IV MME Ordinance 273/2011 -WPP Eurus IV 100 04.26.2046 
Santa Maria MME Ordinance 274/2012 - WPP SM 100 05.07.2047 
Santa Helena MME Ordinance 207/2012 - WPP Santa Helena 100 04.08.2047 
Ventos de Santo Uriel MME Ordinance 201/2012 - WPP Santo Uriel 100 04.08.2047 
GE Boa Vista MME Ordinance 276 /2011 - WPP Dreen Boa Vista 100 04.27.2046 
GE Farol MME Ordinance 263 /2011 - WPP Farol 100 04.19.2046 
GE Olho D’Água MME Ordinance 343 /2011 - WPP Dreen Olho D'Água 100 05.31.2046 
GE São Bento do Norte MME Ordinance 310 /2011 - WPP Dreen São Bento do Norte 100 05.18.2046 
Esperança do Nordeste MME Ordinance 183/2015 - WPP Esperança do Nordeste (a) 100 05.10.2050 
Paraíso dos Ventos do Nordeste MME Ordinance 182/2015 - WPP Paraíso dos Ventos do Nordeste (a) 100 05.10.2050 
Usina de Energia Eólica Jangada Resolution 3,257/2011 - WPP GE Jangada (a) 100 01.04.2042 
Maria Helena Resolution 3,259/2011 - WPP GE Maria Helena (a) 100 01.04.2042 
Usina de Energia Eólica Potiguar MME Ordinance 179/2015 - WPP Potiguar (a) 100 05.10.2050 
Usina de Energia Eólica Guajiru Resolution 3,256/2011 - WPP Dreen Guajiru (a) 100 01.04.2042 
Usina de Energia Eólica Cutia Resolution 3,258/2011 - WPP Dreen Cutia (a) 100 01.04.2042 
São Bento do Norte I Ordinance 349/2015 - WPP São Bento do Norte I (a) 100 08.03.2050 
São Bento do Norte II Ordinance 348/2015 - WPP São Bento do Norte II (a) 100 08.03.2050 
São Bento do Norte III Ordinance 347/2015 - WPP São Bento do Norte III (a) 100 08.03.2050 
São Miguel I Ordinance 352/2015 - WPP São Miguel I (a) 100 08.03.2050 
São MigueI lI Ordinance 351/2015 - WPP São Miguel II (a) 100 08.03.2050 
São Miguel III Ordinance 350/2015 - WPP São Miguel III (a) 100 08.03.2050 
(a) Building under construction.    
Copel GeTInterest % Maturity 
Transmission lines and substations concession agreements   
Contract 060/2001 (extended by 3rd addendum to the contract) - Transmission facilities – several joint ventures 100 12.31.2042 
Contract 075/2001 - Transmission line Bateias - Jaguariaíva 100 08.16.2031 
Contract 006/2008 - Transmission line Bateias - Pilarzinho 100 03.16.2038 
Contract 027/2009 - Transmission line Foz do Iguaçu - Cascavel Oeste 100 11.18.2039 
Contract 010/2010 - Transmission line Araraquara 2 - Taubaté (a) 100 10.05.2040 
Contract 015/2010 - Substation Cerquilho III 100 10.05.2040 
Contract 022/2012 - Transmission line - Foz do Chopim - Salto Osório C2; Transmission line 230 kV Londrina - Figueira 100 08.26.2042 
Contract 002/2013 - Transmission line - Assis - Paraguaçu Paulista II; Substation 230/88 kV Paraguaçu Paulista II 100 02.24.2043 
Contract 005/2014 - Transmission line - Bateias - Curitiba Norte; Substation 230/138 kV Curitiba Norte 100 01.28.2044 
Contract 021/2014 - Transmission line Foz do Chopim - Realeza; Substation Realeza 230/138 kV - Pátio novo 230 kV 100 09.04.2044 
Contract 022/2014 - Transmission line Assis - Londrina 100 09.04.2044 
Contract 006/2016 - Transmission line 525kV Curitiba Leste - Blumenau C1 (a) 100 04.06.2046 
Contract 006/2016 - Transmission line 230 kV Uberaba - Curitiba Centro C1 e C2 (Underground) (a)   
Contract 006/2016- Substation 230/138 kV Curitiba Centro (SF6) - 230/138 kV - 2 x ATF 150 MVA (a)   
Contract 006/2016- Substation 230/138 kV Medianeira (Pátio novo 230 kV) - 2 x 150 MVA (a)   
Contract 006/2016- Transmission line 230 kV Baixo Iguaçu - Realeza (a)   
Contract 006/2016- Substation 230/138 kV Andirá Leste - 2 x ATR 150 MVA (a)   
   
Concession agreement / authorization of the equity   
Costa Oeste Transmissora Contract 001/2012 - Transmission line Cascavel Oeste - Umuarama; Substation Umuarama 230/20138 kV 51 01.11.2042 
Transmissora Sul Brasileira Contract 004/2012 - Transmission line Nova Santa Rita - Camaquã 3; 20 05.09.2042 
 Transmission line 230 kV Camaquã 3 - Quinta; Transmission line 525 kV Salto Santiago - Itá;   
 Transmission line 525 kV Itá - Nova Santa Rita; Substation Camaquã 3 230/69/2013,8 kV   
Caiuá Transmissora Contract 007/2012 - Transmission line Umuarama - Guaíra; Transmission line 230 kV Cascavel Oeste - Cascavel Norte; 49 05.09.2042 
 Substation Santa Quitéria 230/69-13,8 kV; Substation Cascavel Norte 230/20138-13,8 kV   
Marumbi Transmissora Contract 008/2012 - Transmission line Curitiba - Curitiba Leste; Substation Curitiba Leste 525/230 kV 80 05.09.2042 
Integração Maranhense Contract 011/2012 - Transmission line Açailândia - Miranda II 49 05.09.2042 
Matrinchã Transmissora Contract 012/2012 - Transmission line Paranaíta - Ribeirãozinho; Transmission line 500 kV Paranaíta - Cláudia; 49 05.09.2042 
 Substation Cláudia 500 kV; Transmission line 500 kV Cláudia - Paranatinga; Substation Paranatinga 500 kV;   
 Transmission line 500 kV Paranatinga - Ribeirãozinho   
Guaraciaba Transmissora Contract 013/2012 - Transmission line Ribeirãozinho - Marimbondo II; 49 05.09.2042 
 Transmission line 500 kV Ribeirãozinho - Rio Verde Norte; Transmission line 500 Rio Verde Norte - Marimbondo II;   
 Sectioning of Transmission lines 500 kV Marimbondo - Araraquara, at Substation Marimbondo II;   
 Substation Marimbondo II 500 kV   
Paranaíba Transmissora Contract 007/2013 - Transmission line - T 500 kV Barreiras II - Rio das Éguas; 24.5 05.01.2043 
 Transmission line 500 kV Rio das Éguas - Luziânia; Transmission line 500 kV Luziânia - Pirapora 2   
Mata de Santa Genebra Contract 001/2014 - Transmission line - Itatiba - Bateias (a); Transmission line 500 kV Itatiba - Bateias (a); 50.1 05.13.2044 
 Transmission line 500 kV Araraquara 2 - Itatiba (a); Transmission line 500 kV Araraquara 2 - Fernão Dias (a);   
 Substation Santa Bárbara D'Oeste 440 kV (a); Substation Itatiba 500 kV (a);   
 Substation 500/440 kV Fernão Dias (a)   
Cantareira Transmissora Contract 019/2014 - Transmission line - Estreito - Fernão Dias (a) 49 09.04.2044 
   
(a) Buildings under construction.  

F-13


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

3Basis of Preparation

3.1 Statement of conformitycompliance

The consolidated financial statements werehave been prepared in accordance with International Accounting Standards (International Financial Reporting Standards IFRS)(IFRS) issued by the International Accounting Standards Board, IASB, as well as with accounting practices adoptedIASB.

Company's management believes that all the relevant information used in Brazil (BR GAAP).its management is evidenced in the consolidated financial statements.

The issuance of thesethe consolidated financial statements was authorizedapproved by the Board of DirectorsManagement on March 18, 2015.May 14, 2018.

2.23.2    Functional currency and presentation currency

The financial statements are presented in Brazilian Reais, which is the functional currency of the Company. AllThe financial information present in Brazilian Reais washas been rounded to the nearest thousand, exceptunless otherwise indicated.

2.33.3    Measuring basisBasis of measurement

The financial statements were prepared based on the historical cost, except for the following material items recognized in the balance sheets:

·Non-derivativecertain financial instruments statedmeasured at fair value through profit or loss are measured at fair value;

F-8


COMPANHIA PARANAENSE DE ENERGIA – COPELand investments, as described in the respective accounting policies and notes.

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

·Financial assets available for sale are measured at fair value;

·Investments in subsidiaries, joint ventures and associates are valued using the equity method; and

·The net assistance liability is recognized by deducting the fair value of the plan assets from the present value of the actuarial liability calculated by a contracted actuary.

2.43.4    Use of estimates and judgments

In the preparation of these financial statements, managementManagement used judgments, estimates and assumptions that affect the application of accounting principles of the Company and its subsidiariespolicies and the reported amounts of assets, liabilities, income and expenses.expenses of the Company. Actual results may differ from thesethose estimates.

Estimates and assumptions are reviewed on a continuous basis. Reviews of estimates are recognized on a prospective basis.in the period in which it is revised (prospective basis).

2.4.13.4.1      Judgments

Information about judgment referring to the adoption of accounting policies which impactimpacts significantly the amounts recognized in the consolidated financial statements, areexcept those involving estimates, is included in the following notes:

·        Note 3.2 –4.2 - Basis of consolidation;

·Note 3.7 – Accounts receivable related to the concession;

·Note 3.8 – Accounts receivable related to the concession extension;

·Note 3.12 – Intangible assets;

·Note 3.29 - Leases; and

·        Notes 3.13 and 18.11Note 4.3 - Impairment of assets.Financial instruments.

2.4.23.4.2      Uncertainties on assumptions and estimates

Information on uncertainties related to assumptions and estimates that pose a significant risk of resulting in a material adjustment within the next financial year areis included in the following notes:

·        Notes 3.3 and 35 – Financial instruments;

·Note 3.5 - Trade accounts receivable (Allowance for doubtful debts and CCEE);

Notes 3.64.3.8 and 9 – SectorialNet sectorial financial assets and liabilities;

·        Notes 3.104.5 and 14.219 - Deferred income tax and social contribution;

·Notes 3.11 and 18 –Property,Property, plant and equipment;

·        Notes 3.124.6 and 19 –20 - Intangible assets;

·Note 3.13 and 18.11- Impairment of assets;

·Notes 3.15 and 24 – Post-employment benefits; and

F-9

 

F-14


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

·Notes 4.7 and 19.9 - Impairment of assets;

·        Notes 3.194.8 and 2930 - Provisions for legal claims;

·Note 4.9.1 - Unbilled revenues;

·Note 4.9.2 - Interest;

·Note 4.11 - Power purchase and sales transactions in the Spot Market (Electric Energy Trading ChamberProvisionCCEE);

·Note 7.3 - Allowance for litigationdoubtful accounts;

·Note 10.4 - Remeasurement of RBSE assets;

·Note 11 - Accounts receivable related to concession compensation;

·Note 13.2 - Deferred income tax and contingent liabilities;social contribution; and

·Note 25 - Post-employment benefits.

33.5 Management's Judgment on Going Concern

Management has concluded that there are no material uncertainties that cast doubt on the Company’s ability to continue as a going concern. No events or conditions were identified that, individual or in the aggregate, may raise significant doubts on its ability to continue as a going concern.

The main bases of judgment used for such conclusion are: (i) main activities resulting from long-term concessions; (ii) robust shareholders equity; (iii) strong operating cash generation, including financial capacity to settle commitments entered into with financial institutions; (iv) historical series of profits in the last fiscal years; and (v) fulfillment of the objectives and targets set forth in the Company's Strategic Planning, which is approved by Management, monitored and reviewed periodically, seeking the continuity of its activities.

4        Significant accounting policiesAccounting Policies

3.14.1    Restatement of comparative balances

The Company’s management adjusted the consolidated financial statements at December 31, 2016 and December 31, 2015 as follows:

F-15


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

4.1.1Investments

During the preparation of our unaudited consolidated interim financial information as of September 30, 2017, the Company's Management identified an investment by its indirect subsidiary UEG Araucária Ltda. in a Multimarket Investment Fund, which held shares of other investment funds that in turn invested in a private company, whose main asset was a real estate development. As of September 30, 2017, such investment corresponded to R$157,079 and was recognized under “Bonds and Securities”, in current assets, because, according to information delivered by the management of UEG Araucária to the Company’s Management, that investment was made in a wholly-owned fund, whose benchmark was 103.5% of the CDI (Interbank Deposit Certificate) rate and that was composed of shares issued by other investment funds and government bonds, with immediate liquidity and that were available for sale. This investment amounted to R$165,749 as of December 31, 2016 and R$111,760 as of December 31, 2015, and was also recognized under “Bonds and Securities”.

In order to determine the value of such investment and its accounting classification, as well as the extent of any possible impact, the Company's Management used independent appraisers and legal advisers in accordance with best governance practices, including an internal investigation into the circumstances of the investment.The valuation has already been concluded and the investigations are in their final stage. These investigations found that the investment occurred strictly in the UEG Araucária and violated Copel’s investment policy, which authorizes investments in wholly-owned investment funds only to the extent such funds invest exclusively in bonds issued by the Brazilian federal government or by financial institutions controlled by the Brazilian federal government.

Based on the information available during the preparatioan of the consolidated financial statements for 2017, we concluded that it is necessary to recognize a provision for the impairment of the investment in light of its specific characteristics, including the status of its underlying real estate development and the outlook for its future cash flow generation. We also determined that this provision should have been recorded in prior years because the information known during the preparation of those consolidated financial statements was already available at that time and should have been considered in preparing the consolidated financial statements for 2016 and 2015.

In the course of preparing our consolidated financial statements, were analyzed all legal and corporate documents of the investment fund and it was concluded that from July 2015, UEG Araucária started to have significant influence in the private company, even though indirectly. Thus, from July 2015, the remaining balance of the investment, until then classified as a financial instrument measured by its fair value, became measured and disclosed as an associate, and the effects of the change in the asset classification were recorded in the company's profit or loss of that year.

F-16


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Supported by a report prepared in March 2018 by independent appraisers engaged by Copel, the Company's Management determined the fair value of the financial instrument as of July 2015, identifying the necessity to reduce the asset by R$99,031, with the corresponding increase in financial expenses. From then on, the remaining balance, became an investment in an associate, was decreased by an additional provision for devaluation of R$4,955, with the corresponding decrease in equity in earnings of investees in the consolidated financial statements for the fiscal year ended December 31, 2015. Accordingly, the total reduction on January 1, 2016 was R$103,986.

In the consolidated financial statements for the fiscal year ended December 31, 2016, additional provision for devaluation of R$52,201, of which R$55,284 was the result of equity in earnings of investees, R$4,300 as financial expense and R$7,383 as financial income.

Hence, the consolidated financial statements at December 31, 2016 and December 31, 2015, presented for comparative purposes, have been restated so that the remaining balances of these investment, in the amounts of R$9,562 at December 31, 2016 and R$7,774 at December 31, 2015 were also reclassified to non-current assets, as Investments.

4.1.2Provisions for legal claims - CVA tax regime

In 2017 Copel recognized prior period adjustments to the account of provisions related to tax litigation due to the taxation of the Sectorial financial assets and liabilities currently classified as Sectorial financial assets and liabilities. The impact of these adjustments represents at December 31, 2016 an increase by R$31,995 in Financial expenses versus Provision for legal claims, in noncurrent liabilities, and an increase by R$10,878 in Deferred income tax and social contribution in the income statement versus Deferred taxes, in noncurrent assets. The loss for the year incurred by Copel increased by R$21,117.

4.1.3Effects of restatement of comparative balances

Based on the guidelines of IAS 8 - Accounting Policies, Changes in accounting policiesAccounting Estimates and Correction of Errors, the Statements of Financial Position and Statements of Income, of Comprehensive Income, of Changes in Equity and of Cash Flows are being restated for comparison purposes:

F-17


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

During 2014, IASB issued reviewsNotes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of statements which had no effect onBrazilian reais, unless otherwise stated

 

 

 

 

12.31.2016

As previously stated

Adjustments

Restated

STATEMENTS OF FINANCIAL POSITION

 

 

 

Assets

       30,434,209

            (145,309)

   30,288,900

Current assets

         4,402,990

            (165,749)

     4,237,241

Bonds and securities

            302,398

            (165,749)

        136,649

Noncurrent assets

       26,031,219

                20,440

   26,051,659

Deferred income tax and social contribution

           803,477

                10,878

        814,355

Investments

         2,334,950

                  9,562

     2,344,512

Liabilities

       30,434,209

            (145,309)

   30,288,900

Noncurrent liabilities

         9,622,727

                31,995

     9,654,722

Provisions for legal claims

         1,241,343

                31,995

     1,273,338

Equity

       15,155,446

            (177,304)

   14,978,142

Attributable to controlling shareholder's

       14,864,165

            (146,067)

   14,718,098

Profit retention reserve

         5,162,983

            (146,067)

     5,016,916

Attributable to non-controlling interest

           291,281

              (31,237)

        260,044

STATEMENTS OF INCOME

 

 

 

Operational expenses / income

          (823,536)

              (55,284)

      (878,820)

Equity in earnings of investees

           221,695

              (55,284)

        166,411

Profit before financial results and taxes

        2,044,102

              (55,284)

     1,988,818

Financial results

          (565,744)

              (28,912)

      (594,656)

Financial income

            896,553

                  7,383

        903,936

Financial expenses

       (1,462,297)

              (36,295)

   (1,498,592)

Operating profit

         1,478,358

              (84,196)

     1,394,162

Income tax and social contribution

         (530,568)

                10,878

      (519,690)

Deferred income tax and social contribution

             58,754

                10,878

          69,632

Net income

            947,790

              (73,318)

        874,472

Attributed to controlling shareholders

            958,650

              (62,878)

        895,772

Attributed to non-controlling interest

           (10,860)

              (10,440)

        (21,300)

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

Total comprehensive income, net of taxes

           (57,201)

                         -

        (57,201)

Comprehensive income

            890,589

              (73,318)

        817,271

Attributed to controlling shareholders

            901,384

              (62,878)

        838,506

Attributed to non-controlling interest

           (10,795)

              (10,440)

        (21,235)

STATEMENTS OF CHANGES IN EQUITY

 

 

 

Net income

            947,790

              (73,318)

        874,472

Equity

       15,155,446

            (177,304)

   14,978,142

STATEMENTS OF CASH FLOWS

 

                    

 

Cash flows from operational activities

        1,476,818

                         -

     1,476,818

Net income

            947,790

              (73,318)

        874,472

Unrealized monetary and exchange variations - net

        1,142,316

                28,912

     1,171,228

Deferred income tax and social contribution

           (58,754)

              (10,878)

        (69,632)

Equity in earnings of investees

         (221,695)

                55,284

      (166,411)

 Cash flows from investment activities

      (2,511,075)

                         -

   (2,511,075)

 Cash flows from financing activities

           535,603

                         -

        535,603

Change in cash and cash equivalents   

         (498,654)

                         -

      (498,654)

Basic and diluted earnings per share attributable to

 

 

 

 shareholders of parent company:

 

 

 

Common shares

            3.34587

            (0.21946)

        3.12641

Class “A” preferred shares

            3.68045

            (0.24139)

        3.43906

Class “B” preferred shares

            3.68045

            (0.24139)

        3.43906

F-18


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the main accounting policiesConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and the Company's financial statements.2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

 

12.31.2015

As previously stated

Adjustments

Restated

STATEMENTS OF FINANCIAL POSITION

 

 

 

Assets

       28,947,657

            (103,986)

   28,843,671

Current assets

         6,933,397

            (111,760)

     6,821,637

Bonds and securities

            406,274

            (111,760)

        294,514

Noncurrent assets

       22,014,260

                  7,774

   22,022,034

Investments

         2,224,710

                  7,774

     2,232,484

Liabilities

       28,947,657

            (103,986)

   28,843,671

Equity

       14,584,478

            (103,986)

   14,480,492

Attributable to controlling shareholder's

       14,245,728

              (83,189)

   14,162,539

Profit retention reserve

         5,413,572

              (83,189)

     5,330,383

Attributable to non-controlling interest

           338,750

              (20,797)

        317,953

STATEMENTS OF INCOME

 

 

 

Operational expenses / income

       (1,020,077)

                (4,955)

   (1,025,032)

Equity in earnings of investees

             92,545

                (4,955)

          87,590

Profit before financial results and taxes

        2,126,451

                (4,955)

     2,121,496

Financial results

          (328,671)

              (99,031)

      (427,702)

Financial expenses

       (1,098,298)

              (99,031)

   (1,197,329)

Operating profit

         1,797,780

            (103,986)

     1,693,794

Net income

         1,265,551

            (103,986)

     1,161,565

Attributed to controlling shareholders

         1,192,738

              (83,189)

     1,109,549

Attributed to non-controlling interest

             72,813

              (20,797)

          52,016

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

Total comprehensive income, net of taxes

           291,344

                         -

        291,344

Comprehensive income

         1,556,895

            (103,986)

     1,452,909

Attributed to controlling shareholders

         1,483,587

              (83,189)

     1,400,398

Attributed to non-controlling interest

             73,308

              (20,797)

          52,511

STATEMENTS OF CHANGES IN EQUITY

 

 

 

Net income

         1,265,551

            (103,986)

     1,161,565

Equity

       14,584,478

            (103,986)

   14,480,492

STATEMENTS OF CASH FLOWS

 

 

 

Cash flows from operational activities

        1,320,728

                         -

     1,320,728

Net income

         1,265,551

            (103,986)

     1,161,565

Unrealized monetary and exchange variations - net

           617,197

                99,031

        716,228

Equity in earnings of investees

           (92,545)

                  4,955

        (87,590)

 Cash flows from investment activities

      (1,951,618)

                         -

   (1,951,618)

 Cash flows from financing activities

        1,371,486

                         -

     1,371,486

Change in cash and cash equivalents   

           740,596

                         -

        740,596

Basic and diluted earnings per share attributable to

 

 

 shareholders of parent company:

 

 

 

Common shares

            4.16287

            (0.29034)

        3.87253

Class “A” preferred shares

            4.57807

            (0.31817)

        4.25990

Class “B” preferred shares

            4.56917

            (0.30938)

        4.25979

3.24.2    Basis of consolidation

4.2.1Calculation of equity in earnings of investees

Payment of dividends decreases the carrying value of investments.

When required, for calculation of equity in earnings of investees, the investees' financial statements are adjusted to adapt their policies to the Parent Company's accounting policies.

Joint operations (consortiums) are recorded in proportion

F-19


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the quotasConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of assets, liabilities and earnings in the company holding the share.Brazilian reais, unless otherwise stated

3.2.1

4.2.2      Subsidiaries

The subsidiaries are entities to which the investor is exposed to, or has a right over the variable returns arising from its involvement with them and has the ability to affect those returns exerting its power over the entities.

The financial statements of the subsidiaries are included in the consolidated financial statements as from the date they start to be controlled by the Company until the date such control ceases.

The balances of the subsidiaries'subsidiaries��� assets and liabilities, and profit or loss, are consolidated line to line. Transactionsand transactions between consolidated companies are eliminated.

4.2.3Interest of non-controlling shareholders

Non-controlling interest is presented in equity, separately from the equity attributable to the Parent Company's shareholders. Profits, losses and other comprehensive income are also allocated separately from the ones allocated to the Parent Company's shareholders, even if this results in non-controlling interest having a deficit balance.

3.2.24.2.4      Joint ventures and associated companiesassociates

Joint ventures are entities over which the Company, subject to an agreement, does not individually exerthas the ability to affect returns exerting its power regarding financial and operational decisions,in conjunction with other parties, irrespective of the percentage of interest in the voting capital. Associated companies

Associates are entities over which the Company exerts significant influence regarding financial and operational decisions, without control.

F-10


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

When the share in losses of an associated companya joint venture or joint ventureassociate equals or exceeds the accounting balance of the Company'sinvestor’s equity interest in the investee, the Companyinvestor should discontinue the recognition of its share in future losses. Additional losses will be considered, and a liability will be recognized, only whenif the Companyinvestor incurs legal or constructive liabilities (not formalized),obligations, or performs payments on behalf of the investee. Should the investee subsequently determine profits, the Companyinvestor should resume the recognition of its interest in these profits only subsequent toafter the point at which the portion to which it is entitled to in these subsequent profits equals its share in unrecognized losses.

3.2.34.2.5      Business combinationJoint operations (consortiums)

The acquisitionJoint operation is analyzeda joint business according to which parties that jointly control the business have rights on a case-by-case basis to determine whether the transaction represents a business combination or the purchase of assets. Transactions between entities under common control do not constitute a business combination.

The assets and obligations regarding liabilities acquiredrelated to the business.

Joint operations are recorded in a business combination are accounted for under the acquisition methodCompany which is holding the share, in proportion to the quotas of assets, liabilities and are recognized at their respective fair values at the acquisition date.

The excess of the acquisition cost over the fair value of net assets acquired (identifiable assets acquired, net and assumed liabilities) is recognized as goodwill in intangible assets. When the value generates a negative amount, the gain from an advantageous purchase is recorded directly in income for the year.(loss).

In acquisitions of interests in associated companies and joint ventures, the net assets are also recognized at fair value, although these entities do not constitute a business combination. Goodwill is recorded as part of the initial investment cost.

F-20


3.3COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

4.3    Financial instruments

The Company maintains investment funds which operate withdoes not use derivative financial instruments, with the sole purpose of protecting these funds' portfolios.instruments.

Non-derivative financial instruments are recognized on the trading date, i.e. when the obligation or right arises. They are initially recognized at fair value plus or minus any directly attributable transaction costs.

Fair values are determined based on the market quotation, for financial instruments traded in active markets, and for those with no quotations available on the market, fair values are determined by the present value of expected cash flows method.

After the initial recognition, the non-derivative financial instruments are measured as described below:

F-11


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Financial assets

3.3.14.3.1      Financial instruments at fair value through profit or loss

Financial instruments designated as such upon initial recognition are recorded at fair value through profitclassified as held for trading and loss if the Company and/or its subsidiaries managemanages these investments and make purchase or sale decisions based on their fair value in the context of an investment and risk management strategy set by the Company and/or its subsidiaries.strategy. After initial recognition, transaction costs and interest attributable interests, when incurred, are recognized through profit and loss.

3.3.24.3.2      Loans and receivables

This category only comprises non-derivative assets with fixed or determinable payments which are not quoted in any active markets. They are measured using the amortized cost or effective interest rate methods.

3.3.34.3.3      Financial instruments available-for-sale

The initial and subsequent measurement of financial instruments classified as “available for sale” is based on their fair value. The changes in the fair value resulting from the difference between the market interest rates and the effective interest rates are recognized in other comprehensive income.income, net of taxes. Interest set at the beginning of the agreement, calculated based on the effective interest rate method, as well as any changes in expected cash flows, are recognized directly in income for the period. At settlement of a financial instrument classified as available for sale, any gains or losses recognized in OCI are reclassified to income for the period.year.

3.3.44.3.4      Financial instruments securities held to maturity

If the Company and its subsidiaries areis interested in and capable of holding any financial assets until maturity, they are classified as held to maturity. They are measured by theat amortized cost using the effective interest rate method, deducting any reductions in their recoverable value.

F-21


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Financial liabilities and assetequity instruments

3.3.54.3.5      Financial assetsliabilities measured at fair value through profit or loss

Financial liabilities designated as such upon initial recognition are classified as held for trading. They are stated at fair value and related gains or losses are recognized in income.

The net losses or gains recognized in the income statement also include interest paid on the financial liability.

F-12


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

3.3.64.3.6      Other financial liabilities

Other financial liabilities (including loans) are measured at amortized cost, using the effective interest method. This method is also used to allocate interest expense of these liabilities for the period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the financial liability or, when appropriate, over a shorter period, to the net carrying amount of the financial asset or financial liability.

3.3.74.3.7      Write-offsDerecognition of financial liabilities

The Company writes offderecognizes financial liabilities only when its obligations are eliminated or cancelleddischarged, canceled or settled. The difference between the book value of the written-offderecognized financial liability and the corresponding disbursement made or to be made is recorded to income.

3.4 CashNet sectorial financial assets and cash equivalentsliabilities and related to the concession

It comprises liquid funds in cash, bank deposits and short-term high liquidity investments, which can be redeemed within 90 days of cash contract date. Temporary short-term investments are recorded at cost at the reporting date, plus earnings accrued. Cash and cash equivalents are subject to an insignificant risk of change in value.

3.5 Trade accounts receivable

Trade accounts receivable are considered financial assets classified as loans and receivables.

The trade accounts receivable “debt balances paid in installments” are discounted to present value, taking into consideration the amount to be discounted, the maturity dates, the dates of settlement and the discount rate.

The balance of trade accounts receivable is presented net of the allowance for doubtful accounts. The allowance for doubtful accounts is recorded in amounts deemed sufficient by Copel’s senior management to cover potential losses on the realization of customer receivables and others whose recovery is considered unlikely.

The allowance for doubtful accounts is recorded considering the parameters recommended by ANEEL, based on amounts receivable from residential class customers overdue more than 90 days, from commercial class customers overdue more than 180 days and from industrial and rural customers, public authorities, public lighting and public utilities overdue more than 360 days in addition to experience with respect to the past history of actual losses.

F-13


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

4.3.8      

3.6 Net sectorial financial assets and liabilities

Up to 2009, the current Brazilian accounting standards allowed the recognition of variations between the values provided in the tariffs and the amounts actually disbursed by the electricity distribution companies - called regulatory assets and liabilities, and the positive or negative variations were considered in the tariffs in the next annual adjustment. With the adoption of IFRS in 2010, these assets and liabilities are no longer recorded in the statutory financial statements of the distribution companies and thus fully recorded in income.

With the advent of anAn amendment to the concession contractagreement of distribution companies, approved by ANEEL Order No. 4621 of November 25, 4,621/2014, which provides that, in the event of termination of the concession for any reason, the residual values of Part A items and other financial components not recovered or returned through tariff are incorporated in the calculation of compensation or deducted from unamortized assets indemnity values, thus protecting rights or obligations of the distribution company to the Granting Authority of such assets and liabilities.Authority.

Accordingly, the related sectorial financial assets and liabilities comply with the criteria established by the conceptual framework for Financial ReportingReporting issued by IASB, mandating the recognition of such sector financial assets and liabilities of electricity distribution companies as from the year 2014. Thus, Copel Distribuição recognized the related sector financial assets and liabilities in its statutory financial statements in December 2014.

F-22


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

The effects of amendments related to concession and permission contracts do not characterize change in accounting policy but rather a new situation, therefore, their application were prospectiveNotes to the eventConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and the initial recognition adopted was based on the composition2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The Company accounts for variations in sectorial financial assets and liabilities values ascertainedwhen there is a probable expectation that future revenue, equivalent to the costs incurred, will be billed and charged, resulting in the direct transfer of costs at an adjusted tariff according to the parametric formula defined in the concession agreement. The balance of these variations is retained and updated until the datenext tariff adjustment / review, when the Granting Authority authorizes the transfer in the Company’s tariff basis and consequently the transfer to the consumer in the next annual cycle, which occurs as from June 24 of signature of the amendments of the concession contracts put into practice on December 10, 2014. Thus, its initial recognition was recorded as a component of net income.each year.

3.7 4.3.9Accounts receivable related to the concession

Power transmission concession

3.7.1FinancialThese refer to receivables in connection with the power transmission concession agreements and include the following amounts: (i) revenues from the construction of transmission infrastructure for use by system users; (ii) the financial return on these revenues guaranteed by the Granting Authority during the concession period.

Revenues under power transmission concession agreements are collected by making infrastructure available to system users and are not subject to demand risk, and are thus considered guaranteed revenues, called Annual Permitted Revenues (Receita Anual Permitida or RAP, in Portuguese) to be received during the concession period. Amounts are billed monthly to the users of this infrastructure, pursuant to reports issued by the National System Operator (Operador Nacional do Sistema or ONS, in Portuguese). Upon expiration of the concession, any uncollected amounts related to the construction of infrastructure shall be received directly from the Granting Authority, as an unconditional right to cash reimbursement pursuant to the concession agreement, as compensation for investments made and not recovered through tariffs (RAP).

These financial assets – Distributiondo not have active market, have fixed and determinable cash flows, and therefore are classified as “loans and receivables”. They are initially estimated based on their respective fair values and later measured according to the amortized cost calculated under the effective interest rate method.

Specifically to the Concession Agreement 060/2001, the subsequent additions, which represents expansion, improvement or enhancement of infrastructure, are recognized as a concession financial asset by virtue of representing the future generation of additional operating cash, according to specific rules from the Granting Authority.

Power distribution service concession

These refer to reimbursements set forth in the public power distribution service concession agreements, which the Company understands as an unconditional right to cash payments from the granting authorityGranting Authority upon expiration of the concession. These reimbursements are designed to compensate the Companyreimburse Copel DIS for the investments made in infrastructure, which have not been recoveredrecoverable through the collection of tariffs at the end of the concession because of their useful lives being longer than the term of said concession.

F-23


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Since these financial assets do not have determinable fixed cash flows - as the Company operates under the assumption that the value of the corresponding reimbursements will be based on the replacement cost of the concession assets and as they do not feature the necessary characteristicstocharacteristics to be classified under any other category of financial assets – they are classified as “available for sale”. The cash flows related to these assets are determined taking into account the value of the tariff basis named Regulatory Compensation Basis (Base de Remuneração Regulatória or BRR, in Portuguese), defined by the granting authority.Granting Authority. The methodology of the BRR is based on the replacement cost of the assets that make up the power distribution infrastructure related to the concession. This tariff basis (BRR) is reviewed every four years taking into account several factors. Its goal is to reflect the variation in the prices of physical assets, including write-offs, depreciation, and additions of assets to the concession infrastructure (physical assets).

F-14


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The return on these financial assets is based on the regulatory Weighted Average Cost of Capital or WACC approved by ANEEL in the periodic rate review process, every four years, whose amount is included in the composition of the revenues from tariffs charged to customers and collected monthly.

3.7.2Financial assets - Transmission

These refer to receivables1st, 2nd, 3rd and 4th Tariff Readjustment Cycles were conducted every four years and, beginning on the 5th cycle, which started in connection with the power transmission concession agreements and include the following amounts: (i) revenues from the construction of transmission infrastructure for use by system users; (ii) the financial return on these revenues guaranteedJanuary 2016, they will be conducted every five years, considering a change introduced by the granting authority duringfifth amendment to the termconcession agreement.

Gas Concession

Gas concession agreement falls the bifurcated model, where part of the concession.

Revenues under power transmission concession agreements are collectedinvestments made by making infrastructure available to systemthe concessionaire is paid by users are not subject to demand risk,of the public service and are thus considered guaranteed revenues, called Annual Permitted Revenues (Receita Anual Permitida or RAP, in Portuguese) to be received during the termother part is indemnified by the Granting Authority, the State of Paraná, at the end of the concession. Amounts are billed monthlyThis model contemplates the recognition of financial assets and intangible assets.

The amount recognized as a financial asset is the one that will be indemnified by the Granting Authority corresponding to the users of this infrastructure, pursuantinvestments made in the last ten years prior to reports issued by the National System Operator (Operador Nacional do Sistema or ONS, in Portuguese). Upon expirationend of the concession any uncollected amounts related toas foreseen in the construction of infrastructure shall be received directly fromagreement and which the granting authority,Company understands as an unconditional right to cash reimbursement pursuant topayments from the concession agreement, as compensation for investments made and not recovered through tariffs (RAP).Granting Authority upon expiration of the concession.

TheseSince these financial assets do not have an active market, havedeterminable fixed and determinable cash flows – as the Company operates under the assumption that the value of the corresponding reimbursements will be based on the replacement cost of the concession assets and thereforeas they do not feature the necessary characteristics to be classified under any other category of financial assets – they are classified as “loans and receivables”“available for sale”. They are initially estimated based on their respective fair values and later measured according to the amortized cost calculated under the effective interest rate method.

Specifically to the Concession Agreement 060/2001, the additions subsequently to the extension, which represents expansion, improvement or enhancement of infrastructure, are recognized as a financial asset by virtue of representing the future generation of additional operating cash, according to specific rules4.3.10Accounts receivable from concession indemnification

Arises from the granting authority.residual balance of assets of the power transmission and generation infrastructure not yet depreciated and / or amortized existing at the end of the concession.

F-15

 

F-24


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

3.8 The amounts are transferred from Accounts receivable related to the concession, extension

They referProperty, plant and equipment and Intangible assets to the receivables provided by Provisional Measure 579/12 - MP 579, converted into Law No. 12.783/13, by virtuepower transmission and generation activities, respectively, with the end of the Company’s choiceconcession.

At the end of each reporting period, Management evaluates the recoverability of the asset, remeasuring its cash flow based on its best estimate.

4.3.11Accounts payable related to extend the validityconcession

Refers to the amounts set forth in the concession agreement in connection with the right to explore hydraulic energy potential (onerous concession), whose agreement is signed as Use of Public Property (Uso do Bem Público or UBP, in Portuguese) agreements. The asset is recognized on the date of signature of the concession and transmission agreement, No. 060/2001.

For assets that started operations after May 2000 as per Technical Note 396/12 - SRE / ANEEL,corresponding to the receiptpresent value of compensation was split into 31 monthly installments maturing from January 2013, calculatedfuture cash payments for the concession. The liability is then remeasured using the Constant Amortization System (Sistema de Amortização Constante or SAC, in Portuguese), updatedeffective interest rate and reduced by the National Consumer Price Index (Índice de Preços ao Consumidor Ampo or IPCA, in Portuguese) and remunerated by WACC at a real 5.59% per annum.

Article 1 of ANEEL Normative Resolution no. 589 issued on December 13, 2013 defines the methodology for the purpose of indemnification for assets not depreciated as of May 31, 2000. This resolution was simply limited to recognition of the concession operators' right to indemnification, by defining the meaning of valuation.

Management appraised the indemnifiable assets by adopting the proposed methodology, and concluded that the expected indemnity supports the sums recorded on December 31, 2014. Management retained a specialized firm to prepare an opinion as provided in the resolution, currently being prepared and to be delivered at ANEEL by March 31, 2015.contracted payments.

3.94.4    Inventories (including property, plant and equipment and intangible assets - concession agreement)

Materials and supplies in inventory, classified under current assets and those assigned for investments, classified under property, plant and equipment, and intangible assets – concession agreements, have been recorded at their average acquisition cost. Recorded amounts do not exceed their net realizable value.

3.10 Taxes

Sales and services revenues are subject to value-added tax (Imposto sobre Circulação de Mercadorias e Serviços or ICMS) and service tax (Imposto sobre Serviços or ISS), at the applicable rates, and to the PIS (Social Integration Program) and COFINS (Contribution for the Financing of Social Security).

Revenues from sectorial financial assets recognized in the income statement,consistent as adopted in earlier exercises, are being taxed at the time of billing to the final consumer.

Credits resulting from the non-cumulative nature of PIS and COFINS charges are accounted for by deducting such from the operating cost in the statement of income.

Credits arising from non-cumulative ICMS, PIS and COFINS related to the purchase of assets are presented by deducting the acquisition cost of these assets.

Prepayments or amounts that can be offset are presented in current and non-current assets, in accordance with their expected realization.

F-16


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Income tax comprises corporate income tax and social contribution, which are calculated based on taxable income (adjusted income) of each taxed entity and at the applicable rates, which are: 15%, plus 10% on any amounts exceeding R$240 a year, for corporate income tax, and 9% for social contribution.

For the purpose of calculating taxable income the Transitional Tax Arrangement - RTT was adopted, pursuant to Law 11,941/09, i.e., the accounting credits were taken into account as established by Law 6,404/76 before the amendments introduced by Law 11,638/07. In 2014, the Company and its wholly owned subsidiaries have not opted for the initial adoption of Law 12,973 of May 13, 2014.

The tax loss and negative social contribution base are liable to be offset against future taxable profits up to 30% of taxable profits, and with no expiry period.

Deferred income and social contribution taxes are recognized on the differences generated between assets and liabilities recognized for tax purposes and corresponding amounts recognized in the financial statements.

Deferred income tax and social contribution assets are recognized only to the extent that it is likely that there will be a positive taxable base for which the temporary differences can be used and the tax losses can be offset.

Deferred tax assets and liabilities are disclosed at the net value if there is a legal right to offset current tax liabilities and assets, and they are related to taxes levied by the same tax authority on the same entity subject to taxation.

3.114.5    Property, plant and equipment

TheseThe assets related to the public service concession agreement are depreciated according to the linearstraight-line method based on annual rates set forth and reviewed periodically by ANEEL, which are used and accepted by the market as representative of the economic useful life of the assets related to concession's infrastructure. However, assets linkedAssets related to contracts for the use of public property under the independent electricity producer scheme are depreciated based on annual rates established by ANEEL limited to the concession period. All other fixed assets are depreciated byusing the straight-line method based on estimates of their useful lives. The estimateduseful lives, the residual values and depreciation are reviewed at the end of the reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Costs directly attributable to construction work as well as interest and financial charges on loans from third parties during construction are recorded under property, plant and equipment in progress.progress, if it is probable that they will result in future economic benefits for the Company.

4.6 Intangible assets

Software acquired from third parties and those internally developed are measured at acquisition cost and depreciated over five years. Intangibles from Concession Agreements are discussed below.

4.6.1Onerous concession of electric power generation

Corresponds to acquisition of exploration rights on hydropower potential whose contract is signed as Use of Public Property - UBP.

F-17

 

F-25


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

3.12 Intangible assetsDuring construction work, this asset is recognized at the present value of future cash disbursements during the Concession Agreement term. When commercial operation starts, the amount starts to be amortized during the concession period.

3.12.14.6.2Hydrological risk renegotiation (Generation Scaling Factor - GSF)

Asset consisting of the renegotiation of the hydrological risk under the terms of Law No. 13,203/2015, arising from the excess amount between the amounts recovered from the cost with the adjustment of the Energy Reallocation Mechanism - MRE (GSF) subtracted from the total cost of the risk premium to be amortized over the energy supply period in the regulated environment. The amount was transformed by Aneel into an extension of the concession period, which is amortized on a straight-line basis as from January 1, 2016 until the end of the new concession period, according to note 14.1.

4.6.3      Concession agreement – electricity distribution

These comprise the right to access and to commercial operation ofcontrol infrastructure, built or acquired by the operator or provided to be used by the operator as part of the electric energy public service concession agreement (the right to charge fees to the users of the public service provided by the operator), in compliance with IAS 38 – Intangible Assets, and IFRIC 12 – Concession agreements.

Intangible assets are determined as the remaining portion after the assessment of the financial assets (residual amount), due to their recovery being conditioned upon the rendering of the corresponding public service, i.e., the consumption of power by customers, subject thus to demand risk.Agreements.

Intangible assets are recorded at their fair acquisition and construction value, minusless accumulated amortization and impairment losses, when applicable.

The amortization of intangible assets reflects the pattern in which it is expected that the future economic benefits be consumed bywill flow to Copel Distribuição, with expectation of amortizationDIS during to the term of the concession.concession period.

3.12.24.6.4      Concession agreement – gas distribution

Intangible assets forfrom the construction of infrastructure and the purchase of assets required for the provision of gas distribution services correspondingcorrespond to the right to charge users for the gas supply. For disclosure purposes, the figures for the construction of infrastructure and acquisition of assets are considered as services provided by the Granting Authority, namely, the State of Paraná.

This intangible asset iswas initially valuedrecognized at acquisition, formation or construction cost, includingplus interest and other financial capitalized finance charges. Compagas subsidiary usesThis asset is amortized using the straight-line amortization method defined from thebasis over its estimated useful life, of assets or considering the remainder of the concession, whichever is lower.

Also part of thiseconomic benefits generated by intangible asset are values of assets represented by software acquired from third parties and those produced internally, which are measured by total acquisition cost less amortization expenses for a period of five years.assets.

3.12.34.6.5      Intangible assets acquired separately

Intangible assets with a defined useful life, acquired separately, are recorded at cost, net ofless accumulated amortization and accumulated impairment losses. Amortization is recognized linearlyusing the straight-line method based on the estimated useful lives of the corresponding assets. The estimated useful lives and the amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

F-18

 

F-26


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

3.12.44.6.6      Write-offDerecognition of intangible assets

An intangible asset is derecognized when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognitiondisposal of an intangible asset are recognized in profit or loss, measured as the difference between net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.asset.

3.134.7    Impairment of assets

Property, plant and equipment and intangible assetsAssets are assessed annually to detect evidence of impairmentimpairment.

4.7.1Financial assets

A financial asset not measured at fair value through profit or whenever significant events or changes in circumstances indicateloss is assessed at each reporting date to determine whether there is objective evidence that it might be impaired. A financial asset is considered to be impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the bookloss event had a negative effect on the estimated future cash flows that can be reliably estimated.

The Company considers evidence of impairment of receivables at both the individual and collective levels. All individually significant receivables are valued for the specific loss of value.

An impairment of a financial asset measured at amortized cost is calculated as the difference between the carrying amount and the present value of any such asset may not be recoverable. estimated future cash flows, discounted at the effective original interest rate of the financial asset. Losses and their reversals are recognized in profit or loss and reflected in an allowance account against receivables.

4.7.2Non-financial assets

Assets under formation arising from onerous concession and concession rights and / or authorization to generate electricity, classified as intangible assets, are tested along with the other assets of that cash-generating unit.

Whenever there is a loss resulting from situations where an asset’s bookcarrying value exceeds its recoverable value, defined as the greater between the asset’s value in use and its net sale value,selling price, this loss is recordedrecognized in the statement of incomeprofit or loss for the year.

3.14 DividendsFor impairment assessment purposes, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash Generating Units - CGU).

In accordance with the legal and statutory requirements that are effective today, the basis for calculating the minimum mandatory dividends is obtained by taking the net incomeThe amount of the year, lessimpairment of non-financial assets is reviewed for the portion that will fundanalysis of a possible reversal at the legal reserve. However, Management has deliberated to include toreporting date, in case of reversal of loss of prior years, this basis the amount related to the realization of the equity valuation adjustments, with the objective to compensate the effects coming from the increase of the depreciation expense arriving from the adoption of the new accounting rules established, as well from IAS 16 – Fixed assets. This procedure reflects the policy to distribute dividends to Company´s shareholders, which will be effective during the realization of the entire equity valuation adjustments account.

The distribution of the minimum mandatory dividend is recognized as a liability in the Company's and its subsidiaries financial statements at year-end.

However, any amounts above the minimum mandatory dividends are only recorded under liabilities on the date they are approved and announced at the Annual General Meeting (AGM). This amount is held in a specific reserve in equity until the final resolution by the AGM, when it is recognized as current liabilities.

The tax benefit of interest on capital is recorded in the statement of income in the moment of its recognition in accounts payable.

3.15 Post-employment benefits

The Company sponsor employees benefit plans, described in detail on Note 24. The amounts of these actuarial obligations (contributions, costs, liabilities, and/year's profit or assets) are calculated annually by an independent actuary on the same base date as the end of the fiscal period.loss.

F-19

 

F-27


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

The adoption of the projected credit unit method adds each year of service as the source of an additional benefit unit, adding up to the calculation of the final liability.

The benefit plan assets are measured at market value (mark-to-market).

Other actuarial assumptions are used which take into account biometric and economic tables in addition to historical data from the benefits plans, obtained from the manager of these plans, Fundação Copel de Previdência e Assistência Social.

Actuarial gains or losses caused by changes in assumptions and/or actuarial adjustments are recognized in other comprehensive income.

3.164.8    Research and Development Program - R&D - and Energy Efficiency Program – EEPProvision

ConcessionairesProvisions are recognized when, and permission holderonly when: i) the Company has a present obligation (legal or constructive) resulting from a past event, ii) it is probable (i.e., more likely than not) that an outflow of public services of distribution, generation and transmission of electric energy areresources embodying economic benefits will be required to allocate 1% of their net operating revenues as defined by ANEEL pursuant to Law no. 9,991/00settle the obligation, and ANEEL Resolutions n 504/12 and 556/13 in such R&D and EEP programs.

3.17 Accounts Payable related to concession - Use of Public Property

It corresponds to the amounts set forth in the concession agreement in connection with the right to explore hydraulic energy potential (onerous concession), whose agreement is signed as Use of Public Property (Uso do Bem Público or UBP, in Portuguese) agreements. The recording isiii) a reliable estimate can be made on the date of signature of the concession contract, regardlessamount to settle the obligation.

The estimates of outcomes and financial impacts are determined by the payment schedule establishedCompany's management judgment, supplemented by experience of similar transactions and, in the contract. The initial registration of the liability (obligation) and the intangible assets (concession right) corresponds to the values of future liabilities built into current value (present value of future payments cash flow).some cases, by independent expert reports.

It is then updated at the effective interest rate and reduced by contracted payments.

3.18 Provision for environmental costs or social and environmental obligations

EnvironmentalSocial-environmental liabilities are recognized as the Company assumes formal obligations before regulatory agencies or becomes aware of potential risks related to socio-environmental issues, which may lead to cash disbursements that are deemed probable and that may be estimated. During the project implementation phase, the accrued amounts are recorded against property, plant and equipment (generation), construction cost (transmission) or intangible assets in progress. progress (distribution). At the start of operations, all costs included in the Operating License, whose programs will be executed during the concession and the respective disbursement has not yet occurred, are measured and adjusted to present value according to the estimated cash flow of disbursements and recorded as social-environmental provisions in counterpart to the assets related to the project, being adjusted periodically.

Once the project enters commercial operation, all costs or expenses incurred with socio-environmental programs related to the project’s operation and maintenance licenses are analyzed according to their nature and recorded directly to expense for the corresponding period.

3.19 Provisions

Provisions are recognized for present obligations (legal or presumed) resulting from past events, for which it is possible to reliably estimate amounts and whose settlement is more probable than not to occur.

F-20


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The estimates of outcomes and financial impacts are determined by the Company's management judgment, supplemented by experience of similar transactions and, in some cases, by independent expert reports.

When some or all economic benefits required to settle a provision are expected to be recovered from a third party, an asset is recognized if, and only if, the reimbursement is certain and the amount can be reliably measured.

3.20 Capital

Capital consists of common and preferred shares. Each common share entitles its holder to one vote in the general shareholders’ meetings. Preferred shares do not have voting rights and are class "A" and "B".

Class “A” preferred shares have priority in the reimbursement of capital and in the distribution of mandatory dividendsof 10% p.y. (non-cumulative), calculated based on the capital represented by the shares of this class.

Class “B” preferred shares have priority in the reimbursement of capital and the right to the distribution of dividends, calculated as 25% of adjusted net income, pursuant to the corporate legislation and to the Company’s by-laws, calculated proportionately to the capital represented by the shares of this class. Dividends for Class "B" have priority only over the common shares and are only paid out of the remaining profits, following payment of priority dividends of class "A" shares.

According to Article 17 and following paragraphs of Federal Law 6.404/76, dividends paid to preferred shares must be at least 10% higher than those paid to common shares.

3.21 Equity valuation adjustments

Fair values of fixed assets – assigned costs – were recognized in the initial adoption of IFRS. A counterpart entry to this adjustment, net of deferred income tax and social contribution, was recognized under account “Equity valuation adjustments”, in equity, including the equity method. The realization of such adjustments is recorded in retained earnings account, to the extent that depreciation or possible write-off of the evaluated items occurs.

This account also includes adjustments resulting from changes in fair value of financial assets classified as available for sale and actuarial gains and losses.

3.22 Legal reserve and profit retention reserve

The legal reserve is composed in one 5% of the net income for the year basis, before any other allocation, limited to 20% of capital.

The profit retention reserve is designed to cover the Company's investment program, according to Article 196 of Law 6,404/1976. Its constitution occurs upon retaining any remaining net profit after legal reserve, interest on equity and dividends.

F-21


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

3.23 Earnings per share

The net profit or loss per share is calculated based onfor the weighted average number of shares outstanding during the reporting period. For all periods presented, the Company has no potential instrument equivalent to common shares that could have a dilutive effect, therefore, basic earnings per share is equivalent to diluted earnings per share.

Since holders of preferred and common shares are entitled to different dividends, voting rights, and settlements, the basic and diluted earnings per share have been calculated according to the “two-class method". The two-class method is a formula for allocation of earnings, which determines earnings per preferred share and per common share according to the declared dividends, pursuant to the Company's by-laws and to the rights to participation in non-distributed earnings calculated in accordance with the right to dividends of each share type.

3.24 Statement of income

Revenues, costs, and expenses are recognized under the accrual method, i.e., when products are delivered and services actually rendered, regardless of receipt or payment.

3.254.9    Revenue recognition

Operating revenues are recognized when: (i) the revenue amount can be reliably measured; (ii) the costs incurred or to be incurred in the transaction are reliably measurable; (iii) it is likely that the economic benefits will be received by the Company; and (iv) the risks and benefitsrewards have been fully transferred to the buyer.

Revenue is measured at the fair value of the consideration received or receivable, less discounts and/or bonuses granted and charges on sales.

3.25.14.9.1      Unbilled revenues

It correspondsRefers to revenues from electricity sales of power to final customers, which have been delivered but not yet billed andelectricity sales to revenues from thedistributors, use of the main distribution and transmission grid not yet billed, bothand telecommunication services, from the period between the last billing and the end of which are calculatedeach month, by estimate based on estimates covering the period from the last meter reading day to the last day of the month.

3.25.2Income from dividends and interest

The income from dividends/financial instruments is recognized when the right of the shareholder to receive such dividends is established.measurement taken.

F-22

 

F-28


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

4.9.2Interest

Revenue from interest financial assets is recognized when it is probable that future economic benefits will flow to the Company and the revenue value can be reliably measured. Interest revenue is recognized at the straight-line basis and based on time and effective interest rate on outstanding principal amounts, with theamounts. The effective interest rate beingis the one that discounts exactly estimated future cash receipts calculated during the estimated life of the financial asset in relation to initial net book value of that asset.

3.264.10  Construction revenues and construction costs

The Company’s subsidiaries records construction revenues in connection with theRevenue related to construction services for infrastructure employed in the power transmission and distribution services, according toand gas distribution, are recognized using the stage of completion.completion method.

When incurred, relatedRelated costs are recognized in the income statement for the year as constructionsconstruction cost.

Given that the Copel Distribuição outsourcesDIS and Compagás outsource the construction of power distribution infrastructure to non-relatedunrelated parties and that a large part of the work isworks are carried out over short periods, and it is not a core activity, the construction margin to the Company’s power and gas distribution business is not significant.activities result in no significant amounts, resulting in the non-recognition of such margin.

The construction margin adopted for the transmission activity for the year 2014years 2017 and 2013 is2016 was 1.65%, and results from a calculation methodology which takes into account the respective business risk.

In the construction of gas distribution infrastructure similar to Copel Distribuição, the revenue is recognized in the amount equal to its cost, since the infrastructure construction is performed by unrelated parties during a short period.

3.274.11  Power purchase and sales transactions in the Spot Market (Electric Energy Trading Chamber - CCEE)

Power purchase and sales transactions in CCEE are recorded on the accrual basis according to the information disclosed by thethis Trading Chamber or to estimates prepared by Companies Seniorthe Management of the subsidiaries when thesepublic information areis not available on time.yet available.

3.28 Operating segments

Operating segments are defined as business activities which may yield revenues and require expenses, whose operational results are regularly reviewed by the entity’s chief decision maker to underpin the decision-making regarding resources to be allocated to the segment and to evaluate its performance, and for which there is available individualized financial information.

F-23


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

3.294.12  Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Other leasesthat do not meet the above characteristicsleases are classified as operating.

3.304.13  New standards and changes and interpretations of standardsthat are not yet in effect

SeveralA number of new IFRS standards and amendments to the standards and interpretations will be effectivewere issued by the IASB and had not yet come into effect for the years started after January 1, 2015,year ended December 31, 2017. Consequently, the Company and haveits subsidiaries has not been adopted to the preparation of these financial statements.them in advance.

ThoseThe new rules that may be relevant tohave an impact on the Company and its subsidiaries are mentioned below. The Company and its subsidiaries do not plan to adopt this standard in advance.below:

4.13.1IFRS 9 - Financial instrumentsInstruments

Includes revised guidance on rating and measuring financial instruments, including a new model of expected credit losses for the impairment calculation on financial assets and new requirements on hedge accounting. The standard maintains existing guidance on recognition and derecognition of financial instrument in IAS 39.

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

IFRS 15 – Income from contracts with clients

Requires an entity to recognize the sum of income reflecting a consideration that they expect to receive in exchange for control of such assets and services. The new standard will replace the greater part of detailed guidance on recognition of income currently existing in IFRS when the new standard is adopted. The new standard will be applicable as of or after January 1, 2017 and early adoption is permitted by IFRS. The standard may be adopted retrospectively, using a cumulative effect approach. The Company and its subsidiaries are assessing the effects of IFRS 15 in the financial statements and in their disclosures, and have not selected yet the transition method for the new standard or determined the effects by the new standard in current financial reports.

4Cash and cash equivalents

 

12.31.2014

12.31.2013

Cash and bank accounts

152,373

130,311

Financial investments with immediate liquidity

587,758

1,611,321

 

740,131

1,741,632

F-24

 

F-29


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

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

With regard to financial liabilities, the main alteration in relation to the requirements already set by IAS 39 defines that any change in fair value of a financial liability designated at fair value through profit or loss attributable to changes in the liability's credit risk to be stated in other comprehensive income and not in the statement of profit or loss, unless such recognition results in a mismatching in the statement of profit or loss.

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

Regarding the modifications related to hedge accounting, IFRS 9 retains three types of mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions that are eligible for hedge accounting, more specifically regarding the types of instruments that qualify as hedging instruments and the types of risk components of nonfinancial items eligible for hedge accounting.

In addition, the effectiveness test has been overhauled and replaced with the principle of an “economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required and enhanced disclosure requirements about an entity’s risk management have also been introduced.

Based on the analysis of the financial assets and liabilities of Copel and its subsidiaries at 12.31.2017, considering the facts and circumstances existing on that date, the Company assessed the impact of IFRS 9 on the consolidated financial statements, as follows:

Classification and measurement

The Company assessed the classification and measurement of financial assets and, in accordance with the model for management of these assets, early identified the change in the classification of the instruments below. The Company’s management believes that the change in the classification will not significantly affect the measurement of items, thus with no effect on retained earnings.

Financial instrument

 Actual classification (IAS 39)

New classification IFRS 9

Bonds and securities

 Available for sale

 Fair value through profit or loss

Collaterals and escrow accounts

 Loans and receivables

 Amortized cost

Trade accounts receivable

 Loans and receivables

 Amortized cost

CRC transferred to the State Government of Paraná

 Loans and receivables

 Amortized cost

Sectorial financial assets

 Loans and receivables

 Amortized cost

Accounts receivable related to the concession - transmission (amortizable)

 Loans and receivables

 Amortized cost

Accounts receivable related to the concession - transmission (indemnable)

 Loans and receivables

 Fair value through profit or loss

Accounts receivable related to the concession -bonus from the grant

 Loans and receivables

 Amortized cost

Accounts receivable related to the concession - distribution

 Available for sale

 Fair value through profit or loss

Accounts receivable related to the concession compensation

 Available for sale

 Fair value through profit or loss

State of Paraná - Government Programs

 Loans and receivables

 Amortized cost

Other temporary investments

 Available for sale

 Fair value through profit or loss

F-30


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Impairment

IFRS 9 requires the Company’s management to carry out an assessment in light of twelve months or throughout the life of the financial asset and record the effects in case of indication of expected credit losses on financial assets.

The Company will apply the simplified approach and will record expected losses throughout the life of financial assets of trade accounts receivable. Based on the assessment made during 2017, the Company understands that the allowance for doubtful accounts (allowance for impairment of trade accounts receivable) should increase between R$25,000 and R$30,000, which will be recognized in the opening balance sheet in the retained earnings account on January 1, 2018, net of taxes.

The Company did not designate nor does it intend to designate financial liabilities as fair value through profit or loss, thus no impact is expected on the classification of financial liabilities, in accordance with the requirements of IFRS 9.

F-31


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Transition: The changes in accounting policies arising from the adoption of IFRS 9 are generally applied retrospectively. However, the Company will take advantage of the exemption set forth by item 7.2.15 of the standard, whereby it is authorized not to restate prior period’s comparative information in connection with the changes in classification and measurement of financial instruments.

Moreover, as the Company does not apply hedge accounting, Management concluded that there will not be impact on its financial statements as a result of the amendments to standard.

4.13.2IFRS 15 - Clarifications to IFRS 15 Revenue from contracts with customers

IFRS 15 provides a single, straightforward model for accounting for contracts with customers, and when it comes into effect, it will supersede the current guide for revenue recognition provided in IAS 18 – Revenue and IAS 11- Construction contracts and related interpretations.

The standard establishes that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduces a five-step model for revenue recognition: (i) Identify the contract with the customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the entity satisfies a performance obligation.

Under IFRS 15, an entity recognizes revenue when (or as) the entity satisfies a performance obligation, i.e., when the "control" over the goods and services in a certain operation is transferred to the customer, and will establish a greater level of detail in the disclosures.

In addition to providing broader disclosures on revenue transactions, the Company does expect the application of IFRS 15 to have a significant effect on the equity and financial position and/or performance of its subsidiaries.In addition, this standard will establish a greater detailing in the disclosures related to contracts with customers.

The Company’s subsidiaries recognize revenues from the following sources:

Electric power supply and delivery (generation, trading and distribution)

The Company recognizes revenue from electric power supply and delivery at fair value of consideration through the delivery of electric power to the customer. Billed revenue consists of the delivery of bills, evidencing the amount of consumption by customer in a given period, multiplied by the tariff in force, validated by Aneel. Additionally, the Company recognizes unbilled revenue for the period ranging from the last billing to the end of month, on an estimate basis, based on the last metering.

F-32


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

In accordance with IFRS 15, the Company shall recognize revenue from a contract with the customer whenever the expected receipt is probable, taking into consideration the customer’s intention to pay. Should no receipt be expected, the Company may not recognize revenue upon billings, but instead upon receipt. Based on data available at December 31, 2017, the Company assessed customers with a long history of payment default that, for a number of reasons, did not have their power supply cut, and also the potential effects of IFRS 15, concluding that the impact is not material and that, in light of the Company’s policies, a provision for loss will be set up on such receivables and monthly monitored.

Use of the main distribution and transmission grid

The Company recognizes revenue from the distribution network service made available to captive and free consumers at fair value of consideration, according to the tariff in force and validated by ANEEL.

In the distribution segment, the Company should comply with certain continuity indicators, which will give riseto the calculation of compensation to the consumer, if exceeded. The individual continuity indicators are Individual Interruption Duration - DIC, Individual Interruption Frequency - FIC, Maximum Continuous Interruption Duration - DMIC and Individual Interruption Duration on a critical day - DICRI. They are currently recorded as operating expenses and, in accordance with the assessment, will from January 1, 2018 on be recorded as reducing the revenue from electric network availability.The company assessed that the amount that would be reclassified from operating expenses to revenue deduction amounts to nearly R$22,118, based on amounts of 2017, but without effects in the consolidated financial statements.

This group also includes revenue from operation and maintenance of infrastructure of services for availability of use of the transmission network, corresponding to a percentage of RAP billing. The Company recognizes revenue at fair value of consideration receivable when RAP billing is disclosed. Based on its assessment, the Company does not expect the application of IFRS 15 to have a significant impact on such revenue on its financial statements.

Sale of energy in the spot market - CCEE

The Company recognizes this revenue in accordance with the energy settled in the spot market for the Price of Settlement of Differences - PLD.

The Company assessed the potential effects of the application of IFRS 15 on revenue from sale of spot energy, concluding that there is no impact on its financial statements, except for the requirements of presentation and disclosure, which will be presented in further details beginning 2018.

Revenue from construction

Revenue from construction is recognized over the time based on the percentage of completion of the work at the end of each period and measured in the proportion of costs incurred in relation to total estimated costs of distribution and transmission concession agreements.

F-33


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The Company assessed the potential effects of the application of IFRS 15 on revenue from construction, concluding that there are no effects on its financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

Results of sectorial financial assets and liabilities

The Company recognizes revenue from results of sectorial financial assets and liabilities in view of the variation between budget and actual value of non-manageable costs of Tranche A (Offsetting and Variation of Tranche A account - CVA) and other financial components. According to the contractual guarantee, residual amounts, if any, not passed on through tariff will be included in the calculation of compensation, as the concession ceases to exist. 

The Company assessed the potential effects of the application of IFRS 15 on revenue from result of sectorial financial assets and liabilities, concluding that there are no effects on its financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

Revenue from telecommunications

Revenue from telecommunications comprises mainly Connectivity (multimedia communication service), Activation of Customers, Benefits Programs and IT and Communication Services (TIC), which are recognized at fair value of consideration over time.

Revenue from Connectivity is recognized through provision of high speed internet to the customer.

Revenue from Activation is recognized in a specific moment, should the customer opt for non-loyalty to the Connectivity plan. Should the customer opt for loyalty, a discount is given in the amount of provision of service during the plan, and revenue will be deferred over twelve months. The Company assessed that the adjustment of deferred revenue to be recognized in 2018 reaches R$2,961, based on agreements ruling at December 31, 2017.

Revenue from the Benefits Program arises from the availability of exclusive access by third party websites of digital contents by streaming, whose value is included in the connectivity plan. The Company concluded that there is no effect on the financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

Revenue from IT and Communication Services (TIC) is recognized over time, in accordance with the number of hours worked or the fixed value per month in view of the contractual provisions.

The Company assessed the potential effects of the application of IFRS 15, concluding that there are no material effects on its financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

F-34


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Piped gas distribution

The Company recognized revenue from sale of gas at fair value of consideration through the delivery of piped gas to the customer.

The Company assessed the potential effects of the application of IFRS 15 on revenue from sale of piped gas, concluding that there are no effects on its financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

Other revenues

The Company has other sources of revenue from the concession of public services inherent to its segments.

The Company assessed the potential effects of the application of IFRS 15 on other revenues, concluding that there are no effects on its financial statements, except for the requirements for presentation and disclosure that will be presented in further details beginning 2018.

Transition

For the revenues impacted by the adoption of IFRS 15, the Company adopted the standard on the date of initial application as an adjustment to the opening balance in shareholders' equity, considering only the contracts that are not completed at the date of initial application, accordingly the Appendix C of IFRS 15, in its items C3(b) and C7.

4.13.3IFRS 16 - Leases

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

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

4.13.4IFRIC 22 - Foreign Currency Transactions and Advance Consideration

Issued on December 8, 2016, International Financial Reporting Interpretations Committee - IFRIC 22 deals with the exchange rate to be used in transactions that involve the consideration paid or received in advance in foreign exchange transactions.

This IFRIC is effective for annual periods beginning on or after January 1, 2018, and its early adoption is permitted.

F-35


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

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

4.13.5Amendments to IAS 40 - Investment Property

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

The Company has assessed the potential impacts of the adoption of IAS 40 and the conclusion is that there is no material impact on its financial statements.

4.13.6Annual Improvements to IFRS 2014 - 2016 Cycle

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

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

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

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

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

5Cash and Cash Equivalents

 

 

 

 

12.31.2017

12.31.2016

Cash and bank accounts

                 157,470

                 173,020

Financial investments with immediate liquidity

                 882,605

                 809,053

 

              1,040,075

                 982,073

   

F-36


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

These comprise cash on hand, deposits with banks and short-term highly liquid investments, which can be redeemed in cash within 90 days from the investment date. Temporary short-term investments are recorded at cost at the reporting date, plus earnings accrued. Cash and cash equivalents are subject to an insignificant risk of change in value.

Financial investments refer to Bank Deposit Certificates - CDBs and Repurchase Agreements, which are characterized by the sale of a security with the commitment byof the seller (Bank), to repurchase it, and byof the purchaser to resell it in the future. ApplicationsInvestments are remunerated on average, atbetween 65% and 100% of the rate of change of the Interbank Deposit Certificate (Certificado de Depósito Interbancárioor CDI, in Portuguese) - CDI).

56Bonds and Securities

     

 

Level

 

 

 

Category

Note 35.1

Index

12.31.2014

12.31.2013

Securities available for sale

    

 

 

 

Committed Operation

2

Fixed rate

93,558

26,995

Treasury Financial Letter - LFT

1

Selic

87,979

130,369

CDB - Bank Deposit Certificates

2

CDI

36,718

36,983

Nacional Financial Letter - LTN

1

Fixed rate

17,153

63,663

Financial Letter - LF Caixa

2

CDI

12,450

11,141

National Treasury Notes - Series F - NTN-F

1

CDI

2,001

1,990

Quotas in Funds 

1

CDI

99

90

 

     

  

249,958

271,231

Securities available for sale

  

 

  

  

Quotas in Funds

2

CDI

164,281

93,529

Nacional Financial Letter - LTN

1

Selic

52,798

60,800

Multimarket Fund

2

CDI

43,021

-

Financial Letter - LF

2

CDI

32,041

13,375

Term Deposits with Special Guarantees - DPGE

2

CDI

14,224

38,433

Real Estate Receivable Certificate - CRI

2

IGPDI

12,230

-

Committed Operation

2

Fixed rate

10,320

24,164

Loan - Credit Operation (Mutual)

2

IPCA

8,357

-

Debentures

2

CDI

2,961

3,215

CDB - Bank Deposit Certificates

2

CDI

1,128

-

Treasury

1

-

6

-

Treasury Financial Letter - LFT

1

Selic

-

5,011

 

 

 

341,367

238,527

 

 

 

591,325

509,758

 

 

Current

459,115

389,222

 

 

Noncurrent

132,210

120,536

F-25


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 


Category 
Index 
12.31.2017 
12.31.2016
Restated 
12.31.2015
Restated 
Securities available for sale     
Quotas in Funds CDI 107,560 94,268 64,473 
Bank Deposit Certificates - CDB 95.0% to 101% of CDI 57,192 50,811 45,996 
Committed Operation 96.5% to 100% of CDI 47,052 56,512 48,085 
Financial Treasury Bonds - LFT Selic 687 1,475 2,623 
  212,491 203,066 161,177 
Securities held for trading     
Quotas in Funds 98.1% of CDI 7,172 8,676 100,282 
Committed Operation Fixed rate - 58,930 88,594 
Financial Notes 105.38% of CDI- 51,384 26,025 
Time Deposits with Special Guarantee from the Credit Guarantee Fund (FGC) - DPGE106.25% of CDI - 4,785 4,515 
National Treasury Bonds - LTN Selic - 3,378 2,563 
Housing credit - - 1,390 2,316 
Debentures 105.11% of CDI - 129 157 
Treasury - - 7 2 
  7,172 128,679 224,454 
  219,663 331,745 385,631 
 Current 1,341 136,649 294,514 
 Noncurrent 218,322 195,096 91,117 
Interbank Deposit Certificate - CDI     
Interest rate equivalent to the reference rate of the Special System for Settlement and Custody - Selic    

Copel and its subsidiaries ownhas securities yieldingthat yield variable interest rates. The term of these securities ranges from 1 to 60 months from the end of the reporting period. None of these assets is overdue or impaired at year-end.

Among the main amounts invested, there are exclusive funds and guarantees:

 

12.31.2014

12.31.2013

Exclusive funds

 

 

Copel Geração e Transmissão - Banco do Brasil

65,391

99,843

Copel Distribuição - Banco do Brasil

3

3

UEG Araucária - BNY Mellon Serviços Financeiros DTVM S.A.

167,629

124,946

UEG Araucária - Banco do Brasil

90,521

113,546

UEG Araucária - Caixa Econômica Federal

21,704

-

UEG Araucária - Bradesco

61,370

-

 

406,618

338,338

Guarantees

 

 

Guarantee for the ANEEL auction

3,753

374

Guarantee for the Contracts for the Sale of Energy in the Regulated Environment – CCEARS

81,926

118,647

Collaterals for financing facilities to build hydroelectric power plants HPPs and transmission lines

62,049

16,452

Guarantee for the compliance with article 17 of law 11,428/2006 and possible authorization by

 

 

Environmental Institute of Paraná (Instituto Ambiental do Paraná

 

 

or IAP), by the Consórcio Energético Cruzeiro do Sul

36,662

33,849

 

184,390

169,322

6Collaterals  and Escrow Accounts

 

12.31.2014

12.31.2013

Collaterals and escrow accounts - STN (6.1)

56,956

45,371

Others

13,497

1,976

 

70,453

47,347

Current

13,497

1,976

Noncurrent

56,956

45,371

6.1 Collateral - National Treasury Department (Secretaria do Tesouro Nacional or STN, in Portuguese)

Surety bonds and restricted deposits are offered to secure the repayment of the principal consisting of par bonds and discount bound when these payments are required on April 11, 2024 (Note 22.1). The amounts are adjusted by applying the weighted average of the percentage variations of the prices of zero-coupon bonds issued by the U.S. Treasury, according to the participation of each series of the instrument in the composition of the collateral portfolio made up to secure the payment of the principal under the Brazilian Financing Plan – 1992.

F-26


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

7Trade Accounts Receivable

Balances

Overdue

Overdue for

 

 

Balances

Overdue

Overdue for

Total

Total

falling due

up to 90 days

more than 90 days

12.31.2014

12.31.2013

falling due

up to 90 days

more than 90 days

12.31.2017

12.31.2016

Customers

 

 

 

  

 

 

 

 

Residential

188,300

109,802

45,809

343,911

262,180

 308,315

  190,376

  14,126

512,817

447,345

Industrial

172,436

30,312

17,821

220,569

170,320

 314,817

  37,788

  76,722

429,327

313,963

Commercial

147,786

34,624

20,230

202,640

152,308

  257,733

 56,316

  26,533

340,582

267,647

Rural

28,049

9,717

2,216

39,982

35,054

  55,626

  19,965

  4,940

80,531

68,611

Public entities

26,214

19,382

10,911

56,507

68,962

Public Entities

  40,358

  9,476

  5,992

55,826

64,581

Public lighting

20,581

113

126

20,820

16,379

  37,590

81

13

37,684

28,991

Public service

21,042

466

439

21,947

29,528

  37,667

  1,279

834

39,780

34,391

Unbilled

414,774

-

-

414,774

274,059

  410,086

  -

  -

410,086

377,498

Energy installments plan

116,463

5,916

25,486

147,865

99,655

Energy installments plan (7.1)

  143,720

  13,722

  32,819

190,261

193,426

Low income subsidy - Eletrobras

13,368

-

-

13,368

25,415

  14,435

  -

 -

14,435

12,128

State Government of Paraná - "Luz Fraterna" program (Note 16.1.1)

2,680

-

-

2,680

78,987

Other receivables

43,206

11,076

48,813

103,095

58,379

  74,762

  16,442

  66,407

157,611

159,051

1,194,899

221,408

171,851

1,588,158

1,271,226

1,695,109

  345,445

  228,386

  2,268,940

  1,967,632

Concessionaires and Permission holder

 

 

 

  

 

 

 

Supply of electric power

 

 

 

 

CCEAR - auction

87,823

805

6,646

95,274

106,060

Energy supplies

 

 

 

 

Energy purchase agreements in the regulated market - CCEAR

  69,413

694

  6,406

76,513

116,516

Bilateral contracts

98,424

-

25

98,449

79,031

  184,793

  3,027

  7,690

195,510

102,570

CCEE (7.1)

483,685

11,201

14

494,900

45,642

Quota system

2

-

2

4

-

Reimbursement to generators

-

1,256

1,256

1,256

CCEE (7.2)

  260,981

  -

  181,560

442,541

354,662

Unbilled

  31,671

  -

  -

31,671

28,873

Quota system and Reimbursement to generators

  10,020

49

  1,282

11,351

17,415

669,934

12,006

7,943

689,883

231,989

 556,878

 3,770

196,938

757,586

620,036

Charges from using transmission grid

 

 

 

 

  151,204

  3,120

  7,696

162,020

104,831

Transmission grid

16,028

-

2,357

18,385

17,110

Basic network and connection grid

12,327

615

4,346

17,288

14,668

28,355

615

6,703

35,673

31,778

.

 

 

 

 

Telecommunications

6,080

9,501

36,353

51,934

40,279

  31,069

  12,344

  22,356

65,769

81,374

.

 

 

 

 

Gas distribution

44,332

2,306

437

47,075

32,496

  37,195

  2,037

  10,605

49,837

69,934

.

 

 

 

 

Allowance for doubtful accounts (7.2)

-

(158,211)

(158,211)

(137,454)

Allowance for doubtful accounts (7.3)

(2,984)

(2,945)

(303,901)

(309,830)

  (355,666)

1,943,600

245,836

65,076

2,254,512

1,470,314

2,468,471

  363,771

  162,080

  2,994,322

  2,488,141

Current

1,867,904

245,836

65,076

2,178,816

1,337,628

 

  2,733,240

  2,217,355

Noncurrent

75,696

-

-

75,696

132,686

 

261,082

270,786

F-37


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

7.1    Electric Energy installments plan

The trade accounts receivable renegotiated are discounted to present value, at December 31, 2017, taking into consideration the future value, the maturity dates, the dates of settlement and the discount rate ranging from 0.09% to 3.39% p.m.

7.2 Electricity Trading Chamber - CCEE

Of the balance presented, referring to November and December 2014 installments, the main amount of R$470,268 refers230,902 is related to UEG Araucária. The financial settlement forCopel GeT and R$142,872 to Copel DIS.

Of the monthsbalance of November and December was partiallyCopel GeT, R$49,342 were received on January 14, 2015 inup to the amountdate of R$160,757, and on February 02, 2015 in the amount of R$124,273,respectively.this publication. The remaining balance relatingof R$181,560 derives from sale of energy to be reprocessed by CCEE for the period from January to May 2015, as a result of the request for exemption from responsibility of complying with trading contracts of Colíder Hydroelectric Power Plant for delivery of energy (Note 19.6), of which the contested portion there is a register of estimated losses for doubtful accounts of R$119,665. On March 14, 2017, ANEEL denied the Company's request for reconsideration of ANEEL Order No. 1,580/2016, which had maintained unaltered the implementation schedules and the energy supply schedules related to the financial settlementplant. Considering that the plant's start-up schedule was impacted by acts of Novemberpublic authorities and December is expectedunforeseeable or force majeure events occurred during the implementation of the project, the Company referred the matter to be receivedthe court, succeeding in the total deferral of the request for the prepayment of guardianship in the ordinary share, with the preliminary effect in the reprocessing of the liquidation by the CCEE disclosed at the beginning of May 2018, referring to the jurisdiction in March 2015.2018.

The balance of Copel DIS was fully received.

7.27.3    Allowance for doubtful accounts

Estimated losses on doubtful accounts, or Current expected credit loss – CECL (PECLD in Portuguese), are recognized in an amount considered sufficient by management to cover losses on accounts receivable from consumers and receivables, the recovery of which is considered improbable.

The consumers’ CECL is set up in view of the parameters recommended by ANEEL, based on the expected receivables from major debtors, on the analysis of large debts under receivership/bankruptcy, on receivables from household consumers overdue for more than 90 days, from business consumers overdue  for more than 180 days, and from industrial, rural, public power, public lighting and public service consumers overdue for more than 360 days, in addition to the experience regarding the history of actual losses.

Balance as of

Additions /

Reversal

Balance as of

Additions /

Reversal

Balance as of

Additions /

Reversal

Balance as of

      

1.01.2012

(reversals)

of write-off

12.31.2012

(reversals)

of write-off

12.31.2013

(reversals)

of write-off

12.31.2014

Balance as of

 

Reversal

Balance as of

Additions /

Reversal

Balance as of

Customers, concessionariesand permission holder

 

 

 

 

 

 

 

 

January 1, 2016

Additions

of write offs

December 31, 2016

(reversals)

of write offs

December 31, 2017

Customers

 

 

 

 

 

 

Residential

28,953

27,123

(16,847)

39,229

19,197

(12,249)

46,177

25,323

(11,982)

59,518

               104,167

       69,041

       (106,706)

                       66,502

         36,177

         (80,147)

                       22,532

Industrial

25,163

8,568

(2,739)

30,992

9,739

(5,700)

35,031

14,762

(11,479)

38,314

                 42,176

       45,552

         (21,165)

                       66,563

         26,265

         (14,049)

                       78,779

Commercial

19,466

8,026

(3,480)

24,012

5,285

(2,532)

26,765

18,400

(5,327)

39,838

                 48,385

       49,664

         (30,974)

                       67,075

         18,101

         (25,901)

                       59,275

Rural

1,805

4,582

(861)

5,526

1,621

(740)

6,407

(4,798)

(336)

1,273

                   1,827

         4,106

           (2,803)

                         3,130

           2,997

           (3,396)

                         2,731

Public entities

2,359

6,957

-

9,316

3,727

-

13,043

(3,888)

-

9,155

Public Entities

                 10,651

         2,424

                (94)

                       12,981

         (3,833)

           (4,313)

                         4,835

Public lighting

79

50

-

129

(48)

-

81

-

-

81

                        81

              23

                    -

                            104

              205

              (269)

                              40

Public service

41

72

-

113

70

-

183

71

6

260

                      607

            504

                    -

                         1,111

            (653)

              (439)

                              19

               207,894

     171,314

       (161,742)

                     217,466

         79,259

       (128,514)

                     168,211

Concessionaires and permission holder

37,370

(37,146)

-

224

6,414

(125)

6,513

917

(701)

6,729

 

 

 

 

 

 

CCEE (7.2)

               119,665

-

119,665

-

-

119,665

concessionaires and permission holder

                 10,141

         3,266

              (330)

                       13,077

           1,287

              (175)

                       14,189

               129,806

         3,266

              (330)

                     132,742

           1,287

              (175)

                     133,854

Telecommunications

683

3,550

(1,012)

3,221

866

(833)

3,254

1,023

(1,234)

3,043

                      191

         2,598

           (2,255)

                            534

           8,309

           (7,332)

                         1,511

Gas distribution

                   1,795

         3,209

                (80)

                         4,924

           1,433

              (103)

                         6,254

115,919

21,782

(24,939)

112,762

46,871

(22,179)

137,454

51,810

(31,053)

158,211

339,686

180,387

(164,407)

355,666

90,288

(136,124)

                     309,830

F-27

 

F-38


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

8        CRC Transferred to the State Government of Paraná

By means of a fourth amendment dated January 21, 2005, the Company renegotiated with the GovernmentState of Paraná the outstanding CRC (Account for Compensation of Income and Losses) balance as of December 31, 2004, in the amount of R$1,197,404, to be paid in 244 installments under the Price amortization system, restatedadjusted according to the IGP-DI inflation index plus interest of 6.65% p.y.p.a., which are received monthly, with the first installment due on January 30, 2005 and the others due in subsequent and consecutive months.

The Paraná State Government is payingrequested the renegotiated amountsNovation of the Adjustment Term of CRC, which was approved by the Company’s Board of Directors on June 16, 2016, subject to the consent of the Department of the Treasury. The novation comprises: (i) no principal and interest payments in accordancethe period from April to December 2016, and (ii) no payment of principal and monthly payment of interest from January to December 2017. The other clauses were maintained, including the maintenance of the current indexes of correction and interest, thus not affecting the global net present value of referred agreement.

The Company’s management and the State of Paraná formalized on October 31, 2017 the fifth amendment.

The State of Paraná complied with the fourth amendment. Amortizationsagreed terms and made monthly interest payments until December 2017. With the end of the grace period, in January 2018 there are secured by resources from dividends.remaining 88 monthly installments, which are being paid strictly under contracted conditions.

F-39


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

8.1    Changes in CRC

 

Current assets

Noncurrent assets

Total

As of 1.01.2013

75,930

1,308,354

1,384,284

Interest

87,149

-

87,149

Monetary variations

2,522

69,677

72,199

Transfers

82,925

(82,925)

-

Amortizations

(163,078)

-

(163,078)

As of 12.31.2013

85,448

1,295,106

1,380,554

Interest

86,630

-

86,630

Monetary variations

1,418

47,584

49,002

Transfers

93,161

(93,161)

-

Amortizations

(172,078)

-

(172,078)

As of 12.31.2014

94,579

1,249,529

1,344,108

         

Balance as of

 

Monetary

 

Balance as of

 

Monetary

 

Balance as of

January 1, 2016

Interest

variations

Amortizations

December 31, 2016

Interest

variations

Amortizations

December 31, 2017

 

 

 

 

 

 

 

 

 

                 1,383,242

      92,959

        95,959

                 (49,425)

                 1,522,735

      97,085

         (6,373)

                 (97,085)

                   1,516,362

Current

 

 

 

                                -

 

 

 

                      167,109

Noncurrent

 

 

 

                 1,522,735

 

 

 

                   1,349,253

         

 

8.2    Maturity of noncurrent installments

 

12.31.2014

2016

100,869

2017

107,577

2018

114,732

2019

122,362

2020

130,499

After 2021

673,490

 

1,249,529

2019

        178,223

2020

        190,076

2021

        202,717

2022

        216,198

2023

        230,576

After 2023

        331,463

 

     1,349,253

  

 

9Net Sectorial Financial Assets

As mentioned in Note no. 3.6, Copel Distribuição, recorded sectorial financial assets against net operating revenue. This record was possible upon the Company entering into the 4th Amendment to Concession Agreement 046/99 on December 10, 2014. The composition and changes of sector financial assets are as follows.

F-28

 

F-40


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

9.1 Changes in net sectorial financial assets

      

 

Initial recognition

 

 

 

Balance as of

 

as of 12.10.2014

Deferrals

Amortization

Updating

12.31.2014

Fuel Consumption Account - CCC

4,757

-

(503)

-

4,254

Charges for using the transmission system - basic grid

89,226

8,932

(1,692)

386

96,852

Electricity purchased for resale - Itaipu

(94,232)

(13,789)

(292)

(388)

(108,701)

Charges for system services - ESS

(370,572)

(8,182)

9,663

(1,674)

(370,765)

Energy Development Account - CDE

16,304

635

(137)

90

16,892

Incentive Program to Alternative Electricity Sources - Proinfa

5,148

-

(544)

-

4,604

Electricity purchased for resale - CVA Energ

601,099

18,976

(19,175)

2,574

603,474

Transport of energy purchased from Itaipu

1,867

201

(20)

9

2,057

Other financial components

751,342

43,143

(8,289)

6,281

792,477

 

1,004,939

49,916

(20,989)

7,278

1,041,144

    

Current

609,298

 

 

 

 

Noncurrent

431,846

9.2 Composition of net sectorial financial assets balances per tariff cycle

 

Current assets

Noncurrent assets

 

12.31.2014

12.31.2014

Sectorial financial assets - Electricity rate adjustment recoverable 2014

 

CCC

4,254

-

Basic Network

14,304

-

Electricity purchased from Itaipu

2,469

-

ESS

(81,703)

-

CDE

1,160

-

Proinfa

4,604

-

CVA Energ

162,114

-

Transport of energy purchased from Itaipu

165

-

Other financial components

70,085

-

 

177,452

-

Sectorial financial assets - Electricity rate adjustment recoverable 2015

 

Basic Network

41,274

41,274

Electricity purchased from Itaipu

(55,585)

(55,585)

ESS

(144,531)

(144,531)

CDE

7,866

7,866

CVA Energ

220,680

220,680

Transport of energy purchased from Itaipu

946

946

Other financial components

 

 

Deferral IRT 2013

140,337

140,337

Deferral IRT 2014 (constitution)

159,364

159,364

Other financial components

61,495

61,495

 

431,846

431,846

 

609,298

431,846

F-29


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes toFor the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

9.3 Copel Distribuição Tariff Adjustment

On June 24, 2014, the ANEEL issued the Ratifying Resolution 1,740, which approved the Annual Tariff Adjustment for Copel Distribuição at the rate of 35.05%. This adjustment does not include the partial deferral of the tariff adjustment for 2013 as required by Copel Distribuição and approved by Aneel in 2013, whose adjusted amount on June 2014 totaled R$275,910. The percentage of adjustment in 2014 would reach 39.71% if it included such amount.

Copel Distribuição required from ANEEL the suspensive effect of the tariff adjustment for 2014 with the purpose of deferring the application of the authorized tariff adjustment index of 35.05%. ANEEL accepted the Company's request and, by issuing the Ratifying Resolution 1,763, approved the partial deferral of the tariff adjustment for 2014, which was equivalent to R$622,427.

Atyears ended December 31, 2014, the accumulated amounts related to these deferrals, as adjusted at the General Market Price Index (IGP-M), totaled R$776,854, being comprised of the Tariff Adjustment Index (IRT) for 2013 amounting to R$177,452, the deferral of IRT 2014 (constitution) amounting to R$280,674,2017, 2016 and the remaining balance of the Sector-based Financial Assets - Tariff Adjustment for 2014 amounting to R$318,728.

Taking into account the approved deferral for 2014 and the postponement of the deferral for 2013, which are to be included in future tariff adjustments, the average adjustment rate applied was 24.86%, retroactively to June 24, 2014.

F-30


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

9Net Sectorial Financial Assets and Liabilities

Net Sectorial Financial Assets and Liabilities refer to the Variance of Parcel “A” Costs (CVA) and other financial components relating to non-manageable costs incurred in the tariff cycle without adequate tariff coverage.

The CVA, comprised of the costs of power purchase, transmission costs and sector charges, and financial items, which correspond to overcontracting of energy, neutrality of charges, and other rights and obligations included in the tariff, are transferred entirely to the electricity tariff or covered in the manner defined by the Granting Authority, not affecting the distributor's annual result.

The asset or liability balances represent the positive and negative variances between the amounts projected in the tariff and actual amounts, adjusted using a monetary adjustment index. Annually, in the tariff adjustment/ review processes, they are ratified by ANEEL and transferred as components of the power tariff. Monthly, the amounts approved in previous tariff adjustment / review processes are amortized.

The balance as of 12.31.2017 is composed of the previous cycle (2017 tariff adjustment), under amortization, which represents the balance approved by ANEEL already contemplated in the tariff and by the cycle under constitution (2018 tariff adjustment and 2021 periodic tariff review), whose values will be ratified by ANEEL in the next tariff events.

9.1 Composition of net sectorial financial assets and liabilities balances per tariff cycle

   

 

 

12.31.2017

 

Current

Noncurrent

Sectorial financial assets - Electricity rate adjustment recoverable 2018

 

 

Portion A

 

 

Electricity purchased for resale - CVA Energ

              333,412

              333,412

Electricity purchased for resale - Itaipu

              250,851

              250,851

Transport of energy using the transmission system - basic grid

                18,056

                18,056

Transport of energy purchased from Itaipu

                  5,063

                  5,063

System Service Charges - ESS

            (211,735)

            (211,735)

Energy Development Account - CDE

              (28,800)

              (28,800)

Proinfa

                     (33)

                     (33)

Other financial components

 

 

Neutrality

                33,319

                33,319

Overcontracting

            (112,137)

            (112,137)

Hydrological risk

              (93,964)

              (93,964)

Tariff refunds

              (21,302)

              (21,302)

CVA Angra III Adjustment

                (1,121)

                (1,121)

 

              171,609

              171,609

F-41


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

 

 

 

 

12.31.2017

 

12.31.2016

 

Current

Noncurrent

Current

Noncurrent

Sectorial financial liabilities - Electricity rate adjustment recoverable 2016

 

 

 

 

Portion A

 

 

 

 

Electricity purchased for resale - CVA Energ

                      -

                      -

         (318,905)

                      -

ESS

                      -

                      -

           (65,712)

                      -

Transport of energy using the transmission system - basic grid

                      -

                      -

                  (67)

                      -

Electricity purchased for resale - Itaipu

                      -

                      -

           354,651

                      -

CDE

                      -

                      -

           146,005

                      -

Proinfa

                      -

                      -

             15,179

                      -

Transport of energy purchased from Itaipu

                      -

                      -

               3,759

                      -

Other financial components

 

 

 

 

Extraordinary Tariff Review

                      -

                      -

         (257,353)

                      -

Financial exposure

                      -

                      -

           (16,250)

                      -

Overcontracting

                      -

                      -

             (4,794)

                      -

Neutrality

                      -

                      -

             40,564

                      -

Other

                      -

                      -

                  149

                      -

 

                      -

                      -

         (102,774)

                      -

Sectorial financial liabilities - Electricity rate adjustment recoverable 2017

 

 

 

 

Portion A

 

 

 

 

Electricity purchased for resale - CVA Energ

         (168,939)

                      -

         (108,610)

         (108,610)

ESS

         (167,938)

                      -

         (103,853)

         (103,853)

CDE

           (84,293)

                      -

           (37,697)

           (37,697)

Proinfa

             (5,122)

                      -

               1,057

               1,057

Electricity purchased for resale - Itaipu

             36,002

                      -

             34,717

             34,717

Transport of energy using the transmission system - basic grid

             11,127

                      -

               4,239

               4,239

Transport of energy purchased from Itaipu

               2,797

                      -

               1,972

               1,972

Other financial components

 

 

 

 

Tariff refunds

           (12,470)

                      -

                      -

                      -

Overcontracting

             87,949

                      -

             80,482

             80,482

Neutrality

             54,609

                      -

             75,206

             75,206

CVA Angra III Adjustment

             50,435

                      -

                      -

                      -

Other

               3,024

                      -

                      -

                      -

 

         (192,819)

                      -

           (52,487)

           (52,487)

Sectorial financial liabilities - Tariff Review 2021

 

 

 

 

Financial components

 

 

 

 

Tariff refunds

                      -

           (90,700)

                      -

           (71,244)

 

                      -

           (90,700)

                      -

           (71,244)

 

         (192,819)

           (90,700)

         (155,261)

         (123,731)

     

F-42


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

9.2 Changes in net sectorial financial assets and liabilities

 

Balance as of
January 1, 2017

Operating revenues

Financial results

Rate Flags

Balance as of
December 31, 2017

Constitution

Amortization

Updating

Portion A

 

 

 

 

 

 

Electricity purchased for resale - Itaipu (9.2.1)

424,085

495,889

  (420,054)

37,784

-

537,704

Electricity purchased for resale - CVA Energ (9.2.2)

(536,125)

937,324

517,751

(1,845)

(419,220)

497,885

Transport of energy using the transmission system - basic grid

8,411

50,426

  (12,275)

  677

-

47,239

Transport of energy purchased from Itaipu

7,703

11,067

  (7,155)

1,308

-

12,923

ESS (9.2.3)

(273,418)

  (529,932)

262,568

(50,626)

-

(591,408)

CDE (9.2.4)

70,611

  (158,514)

  (60,149)

6,159

-

(141,893)

Proinfa

17,293

  (14,677)

  (10,423)

2,619

-

(5,188)

Other financial components

 

 

 

 

 

 

Neutrality (9.2.5)

190,976

28,694

  (99,593)

1,170

-

121,247

CVA Angra III Adjustment

  -

97,426

  (54,516)

5,283

-

48,193

Hydrological risk (9.2.6)

  -

  (183,728)

-

(4,200)

-

(187,928)

Tariff refunds (9.2.7)

(71,244)

  (78,254)

13,479

(9,755)

-

(145,774)

Overcontracting (9.2.8)

156,170

  (203,797)

  (90,272)

1,574

-

(136,325)

Extraordinary Tariff Review

(257,353)

-

257,353

-

-

  -

Financial exposure

(16,250)

-

16,250

-

-

  -

Others

  149

5,570

  (3,418)

  723

-

3,024

 

(278,992)

457,494

309,546

(9,129)

(419,220)

59,699

Current assets

  -

 

 

 

 

171,609

Noncurrent assets

  -

    

171,609

Current liabilities

(155,261)

    

(192,819)

Noncurrent liabilities

(123,731)

 

 

 

 

(90,700)

       

 

 

 

 

 

 

 

 

Balance as of

January 1, 2016

Operating revenues

Financial results

 

Balance as of

December 31, 2016

 

Constitution

Amortization

Updating

Rate Flags

Portion A

 

 

 

 

 

 

Electricity purchased for resale - Itaipu (9.2.1)

699,408

61,905

  (409,894)

  72,666

-

  424,085

Electricity purchased for resale - CVA Energ (9.2.2)

(14,865)

  (255,085)

  (37,860)

  (39,710)

(188,605)

  (536,125)

Transport of energy using the transmission system - basic grid

77,011

(271)

  (74,168)

  5,839

-

  8,411

Transport of energy purchased from Itaipu

7,723

6,340

  (7,388)

  1,028

-

  7,703

ESS (9.2.3)

(339,154)

  (124,737)

292,804

  (32,157)

(70,174)

  (273,418)

CDE (9.2.4)

633,112

  (249,476)

  (350,600)

  37,575

-

  70,611

Proinfa

(1,265)

   32,382

  (16,271)

  2,447

-

  17,293

Other financial components

 

 

 

 

 

 

Neutrality (9.2.5)

64,644

154,607

  (35,958)

 7,683

-

  190,976

Tariff refunds (9.2.7)

-

  (66,043)

-

  (5,201)

-

  (71,244)

Overcontracting (9.2.8)

120,776

115,791

  (73,595)

  (6,802)

-

  156,170

Extraordinary Tariff Review

(708,609)

21,541

457,942

  (28,227)

-

  (257,353)

Financial exposure

18,714

  (42,000)

7,643

(607)

-

  (16,250)

Deferral IRT

467,627

-

  (467,627)

  -

-

  -

Preliminary injunctions CDE

20,456

  (19,808)

   -

(648)

-

  -

Others

  84

  409

(245)

(99)

-

149

 

  1,045,662

  (364,445)

  (715,217)

  13,787

(258,779)

  (278,992)

Current assets

910,759

 

 

 

 

  -

Noncurrent assets

134,903

    

  -

Current liabilities

-

    

  (155,261)

Noncurrent liabilities

-

 

 

 

 

  (123,731)

       

F-43


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

9.2.1Electricity purchased for resale - Itaipu

Power output from the Itaipu hydropower station is sold as quotas to utilities companies in the South, Southeast and Midwest in proportion to their markets. The amount constituted in 2017 refers to the change in the power purchase cost and foreign exchange variance, in relation to that predicted in the last tariff adjustment.

9.2.2Electricity purchased for resale - CVA Energ

The balance reflects the difference between the average price of payment, related to the effects of contracting for availability (ECD), Angra and Cotas, and the average price of tariff coverage.

The CVA Energ account was offset by funds received from the Rate Tier Pooling Account (CCRBT) or Tariff Flags Account.

On January 26, 2016, ANEEL approved Normative Resolution No. 700/2016, which deals with the methodology for cases of positive balances of the Tariff Flags Account, which provides that the surplus of flags is allocated in the distributor, to be passed on to customers in the subsequent tariff processes, and may be offset in future calculations of the Tariff Flags Account, until the next tariff adjustment.

9.2.3System Service Charges - ESS

Consist in the costs associated to thermal power dispatching for the maintenance of the system reliability and stability and whose pricing was not considered in the calculation of the PLD. This amount is paid by all agents with consumption measurement registered on the CCEE, in the proportion of the consumption subject to payment of this charge.

These charges include the refund to generation agents of the operation restriction costs, provision of ancillary services, and for reasons of energy security.

9.2.4Energy Development Account - CDE

The balance of CDE in 2017 is the result of the lower amount of monthly payment quotas, except in this case the CDE discounts resulting from preliminary injunctions, ratified by ANEEL (Note 32.5.1), in relation to the regulatory quota in the electricity tariff.

9.2.5Neutrality

Refers to the estimated recoverable portion of sector charges not covered by the current tariff (billed revenue) due to the decline in consumption during the period. Neutrality is assured for charges, energy, transport, financial components and unrecoverable revenues.

F-44


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

9.2.6Hydrological risk

In the tariff adjustment of Copel DIS the coverage of the hydrological risks associated with plants committed to Contract of Quotas of Assured Power - CCGF for the Itaipu plant and hydropower plants whose energy was contracted within the Regulated Contracting Environment - ACR and that signed the Risk Renegotiation Term in conformity with Law 13,203/2015.

The estimated hydrological risk defined in the tariff review will be reversed in the subsequent tariff review, adjusted at the Selic rate.

9.2.7Tariff refunds

ANEEL, by means of Order No. 245 of January 28, 2016, in line with the Tariff Regulation Procedures - Proret, sub-module 2.1 - General Procedures, determined that the new amounts resulting from excess demand and surplus of reagents previously recorded as special obligations should be accounted for as of January 1, 2016 as sector financial liabilities, net of taxes levied, of the regulatory percentage of 3.5% of revenue, referring to the excess demand in the transmission grid, and of the unrecoverable revenues, applying the regulatory percentage associated with the industrial consumption class.

9.2.8Overcontracting

Corresponds to the cost of acquisition of the amount of energy overcontracting in relation to the annual supply charge, as well as the energy cost related to spot market exposure. The balance results from the sale of energy surpluses on the spot market at a price (PLD) higher than the mix of coverage.

10     Accounts Receivable Related to the Concession

   

 

12.31.2017

12.31.2016

Distribution concession agreement (10.1)

                 684,206

                 614,806

Bonus from the grant of concession agreements under the quota system (10.2)

                 606,479

                 586,706

Transmission concession agreements (10.3)

              1,497,399

              1,342,055

Remeasurement of RBSE financial assets (10.4)

              1,418,370

              1,186,985

Concession agreement - gas distribution (10.5)

                 303,668

                   83,378

 

              4,510,122

              3,813,930

Current

                 149,744

                   65,595

Noncurrent

              4,360,378

              3,748,335

   

10.1  Changes in accounts receivable related to theDistribution concession agreement

 

 

 

Noncurrent assets

 

 

Current

 

Special

 

Balances

assets

Assets

liabilities

Total

As of 1.01.2013

5,319

4,557,599

(1,911,773)

2,651,145

Capitalization of intangible assets in progress

-

712,947

(82,878)

630,069

Transfers from current to noncurrent

21,532

(21,532)

-

-

Transfers to charges for use of main distributions

 

 

 

 

and transmission grid - customers

(22,455)

-

-

(22,455)

Transfers to property, plant and equipment

-

(1,562)

-

(1,562)

Transfer to property, plant and equipment - Resolution 367/2009

-

1,082

-

1,082

Transfers to intangible assets in service

-

(2,589)

-

(2,589)

Monetary variations

-

210,310

(102,051)

108,259

Remuneration

-

33,974

-

33,974

Construction income

-

136,536

-

136,536

Write-offs

-

(28,233)

3,235

(24,998)

Write-offs - Resolution 367/2009

-

(20,797)

-

(20,797)

As of 12.31.2013

4,396

5,577,735

(2,093,467)

3,488,664

Capitalization of intangible assets in progress

-

785,325

(119,829)

665,496

Transfers from current to noncurrent

38,741

(38,741)

-

-

Transfers to charges for use of main distributions

 

 

 

 

and transmission grid - customers

(35,707)

 -

-

(35,707)

Transfers to property, plant and equipment

-

(11,073)

-

(11,073)

Monetary variations

-

148,864

(71,875)

76,989

Remuneration

-

58,782

-

58,782

Construction income

-

206,150

-

206,150

Write-offs

-

(40,050)

16,166

(23,884)

As of 12.31.2014

7,430

6,686,992

(2,269,005)

4,425,417

Management determined the valuation of the assets subject to indemnification, applying the new replacement value methodology, and concluded that the expected indemnification supports the amount registered at December 31, 2014.

10.2 Commitments regarding transmission

Commitments with suppliers of equipment and services related to the following projects:

Transmission Lines and SubstationsBalance as of January 1, 2016

Value         424,140

Contract 010/10 - TL Araraquara 2 - TaubatéTransfers from intangible assets (Note 20.1)

233,974           58,970

Contract 022/12 - TL 230 kV - Foz do Chopim - Salto Osorio C2 and Londrina FigueiraTransfers from investments

38,457                  12

Contract 002/13 - TL 230 kV Assis - Paraguaçu PaulistaFair value recognition

48,254         131,738

Contract 005/14 - TL 230 kV Bateias-Curitiba Norte and SE 230 kV Curitiba NorteLoss on disposal

51,800                 (54)

Contract 021/14 - TL 230 kV Foz do Chopim Realeza Sul and SE 230 kV Realeza SulBalance as of December 31, 2016

2,933         614,806

Contract 022/14 - TL 500kV Londrina- AssisDonations and grants received

6,244                  76

Transfers from intangible assets (Note 20.1)

           56,853

Transfers to other receivables (assets held for disposal)

            (3,711)

Fair value recognition

           16,199

Loss on disposal

                 (17)

Balance as of December 31, 2017

         684,206

F-31

 

F-45


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

On December 9, 2015, the Company signed the Fifth Amendment to Concession Agreement No. 46/1999, extending the concession period to July 7, 2045, in accordance with the Decision of the Ministry of Mines and Energy of November 9, 2015, based on Law No. 12,783/2013, Decree No. 7,805/2012 and Decree No. 8,461/2015.

Accounts Receivable Related to the Concession are measured at fair value and their collection is assured by the Granting Authority through an indemnity upon the reversal of these assets at the end of the concession period.

As a result of the positive result of the tariff review, the amount of R$104,239 was recognized in 2016, and in 2017 the amount of R$785 (complementarily to the report of the 4th Cycle) which, in addition to the application of the IPCA on the armored base, starting 2016 allowed the recognition of fair value of R$131,738 in 2016 and R$16,199 in 2017.

1110.2  Accounts Receivable related toBonus from the Concession Extension

The Company receivedgrant of concession agreements under the installments overdue until September 2014 and the Management’s expectation is to receive the remaining installments, in the amount of R$95,619 on December 31, 2014, in arrears as soon as the Energy Development Account - CDE resources are returned by the Granting Authority.

11.1 Changes in the accounts receivable related to the concession extension

Balances

Current assets

Noncurrent assets

Total

As of 1.01.2013

356,085

717,805

1,073,890

Transfers from noncurrent to current

352,160

(352,160)

-

Amortizations

(440,656)

-

(440,656)

Monetary variations

43,591

-

43,591

Remuneration

40,981

-

40,981

As of 12.31.2013

352,161

365,645

717,806

Transfers

205,428

(205,428)

-

Amortizations

(306,814)

-

(306,814)

Monetary variations

28,672

-

28,672

Remuneration

21,599

-

21,599

As of 12.31.2014

301,046

160,217

461,263

12Other receivablesquota system

 

12.31.2014

12.31.2013

Transfer CDE (12.1)

210,808

51,067

Services in progress (a)

96,107

94,000

Advances to suppliers (b)

95,311

122,311

Advances to employees

24,452

27,831

Advance for severance estate

16,159

40,403

Decommissioning in progress

11,211

10,980

Partnership in consortiums

102

25,540

Other receivables

46,992

53,193

 

501,142

425,325

Current

415,818

395,890

Noncurrent

85,324

29,435

(a) It refers mostly to R&D programs and EER, which after its completion, are offset against their liability recorded for this purpose, as regulatory legislation.

(b) Refers to advances to suppliers provided on contractual clauses.

 

Total

Balance as of January 1, 2016

              -

Bonus from the grant recognition

  574,827

Transfers to electricity grid use charges - customers

  (84,904)

Interest (Note 32.2)

    96,783

Balance as of December 31, 2016

  586,706

Transfers to electricity grid use charges - customers

  (62,387)

Interest (Note 32.2)

    82,160

Balance as of December 31, 2017

  606,479

F-32

 

F-46


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

On January 5, 2016, Copel GeT entered into a 30-year concession agreement of HPP GPS, in accordance with Law No. 12,783/2013, with payment of the Bonus from the Grant - BO to the Granting Authority, amounting to R$574,827, as per ANEEL Invitation to Bid 12/2015.

The electric energy in 2016 was fully sold to the Regulated Contracting Environment - ACR under the Assured Power Quota System - CGF or “quota regime” and, as from 2017 to the end of the concession, in the proportion of 70% of the power on the ACR and 30% on the free environment - ACL.

The amount of the bonus for the grant was recognized as a financial asset due to the Copel GeT’s unconditional right to receive the amount paid with inflation adjustment based on IPCA and interest during the concession period.

10.3 Transmission concession agreement

Balance as of January 1, 2016

     929,835

Transfers to electricity grid use charges - customers

     (53,851)

Transfers to property, plant and equipment

       (5,066)

Transfers to intangible

          (150)

Transfers from recognition of RBSE appraisal report adjustment (10.4)

     (61,760)

Remuneration

       98,780

Reversal of estimated losses

       29,025

Construction income

     405,242

Balance as of December 31, 2016

  1,342,055

Transfers to electricity grid use charges - customers

     (81,497)

Transfers to property, plant and equipment

     (29,264)

Remuneration

     129,769

Construction income

     136,336

Balance as of December 31, 2017

  1,497,399

F-47


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

10.4 Remeasurement of RBSE assets

Balance as of January 1, 2016

                 -

Gain on remeasurement of the cash flow from the RBSE assets (Note 32.3)

     809,639

Transfer from accounts receivable related to the concession compensation (Note 11)

     160,217

Transfers from property, plant and equipment

     155,369

Transfers from recognition of RBSE appraisal report adjustment (10.3)

       61,760

Balance as of December 31, 2016

  1,186,985

Gain on the cash flow from the RBSE assets (Note 32.3)

     178,141

Increase in the estimated amount due to the approval of the report on RBSE assets (Note 32.3)

     183,015

Transfers to electricity grid use charges - customers

   (129,771)

Balance as of December 31, 2017

  1,418,370

F-48


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Copel GeT extended the concession agreement 060/2001, pursuant to Law No. 12,783/2013, and recognized receivables related to the electricity transmission assets of the Existing Basic Network System (RBSE) and the connecting facilities and Other Transmission Facilities (RPC) existing in May 2000 and not yet depreciated or amortized.

On April 20, 2016, MME Ordinance No. 120 was published, determining that the amounts of assets not yet depreciated and/or amortized, shall comprise the Regulatory Remuneration Base (BRR) for electricity transmission concessionaires as of the 2017 tariff review process, in order to define the Annual Permitted Revenue (APR). The Ordinance addressed issues related to updating, remunerating and period for receiving the amounts, which are regulated by ANEEL Normative Resolution No. 762/2017, by means of Public Hearing 068/2016.

On April 12, 2017, ANEEL issued Technical Note No. 61/2017 - SFF, which concluded the audit of the assets appraisal report and recognized the amount of R$667,637 as the net value of the assets at December 31, 2012. ANEEL’s board approved the inspection results on May 9, 2017, with a disallowance of R$214,663 in relation to the amount originally requested of R$882,300, the main disallowance is related to assets of Substation SF6 of Salto Caxias.

Moreover, on June 27, 2017 ANEEL published Resolution No. 2,258 establishing the Annual Permitted Revenue (RAP), for the 2017/2018 tariff cycle, considering a court decision on the injunction of April 11, 2017 related to a lawsuit filed by three business associations, which determines the deduction of the “compensation”, provided for in article 15, paragraph 2 of Law 12,783/2013.

The compensation being challenged in court, related to the cost of equity calculated for the RBSE assets from January 2013 to June 2017 temporarily reduced the RAP of this cycle from R$132,993 to R$121,267, and the amount deducted from the RAP by ANEEL in the eight tariff cycles is R$201,795.

Based on the opinion of its legal counsel, the Company understands that this is a provisional decision and is not against Copel GeT’s right to receive the amounts related to RSBE assets, which are guaranteed by Law. Therefore, the receivables related to the compensation by the cost of equity considered in the receipt flow of this asset are recorded in noncurrent assets.

The remeasurement of RBSE asset base at December 31, 2017 totals R$1,418,370, already considering the amortization for the RAP received, and the changes in the periods were recognized in operating income.

10.5 Concession agreement - gas distribution

Balance as of January 1, 2016

              13,638

Transfer from intangible assets

              68,737

Fair value recognition

                1,003

Balance as of December 31, 2016

              83,378

Reclassified from intangible assets (2.1.1)

            154,800

Transfer from intangible assets

              24,609

Fair value recognition

              40,881

Balance as of December 31, 2017

            303,668

F-49


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

11Accounts Receivable Related to Concession Compensation

The balance refers to generation assets and as a result of the expiry of the Rio dos Patos SPP, GPS and Mourão I HPP concessions. Copel GeT depreciated the plants up to the expiry dates of the concessions, and the remaining balance was reclassified to Accounts Receivable Related to Concession Compensation. Although the Granting Authority has not yet disclosed the means of remunerating these assets and there are uncertainties as to the approval of the investments made, Management believes that compensation for these assets indicates the recoverability of the recorded balance, based on the compensation methodology determined by ANEEL.

The variation in the remeasurement of the cash flow from these assets has a corresponding entry in other operating income, and was reflected in the income for 2017 in the amount of R$341 (R$8,137 in 2016).

Copel GeT submitted to ANEEL, in a timely manner, its interest in receiving the indemnifiable amount. Proof of the investments made was formalized with the regulatory agency on December 17, 2015. The new replacement value methodology was used to prepare the information, as defined in ANEEL Normative Resolution No. 596/2013.

11.1 Changes in accounts receivable related to concession compensation

Balance as of January 1, 2016

   219,556

Transfer to accounts receivable related to the concession (Note 10.4)

  (160,217)

Gain on remeasurement of the cash flow

       8,137

(-) Impairment

           (75)

Balance as of December 31, 2016

     67,401

Gain on remeasurement of the cash flow

          341

Reversal of impairment

       1,117

Balance as of December 31, 2017

     68,859

F-50


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

12Other Receivables

 

 

 

 

12.31.2017

12.31.2016

Services in progress (a)

                   141,959

                   136,085

CDE Transfer (12.1)

                   136,559

                     45,929

Credits on sales and purchases of gas (12.2)

                     77,279

                     28,313

Decommissioning in progress

                     44,451

                     43,602

Advance payments to suppliers (b)

                     29,016

                     16,493

Advance payments to employees 

                     25,928

                     25,916

Advance for severance estate

                     19,230

                     11,050

Other receivables

                     84,345

                     73,096

 

                   558,767

                   380,484

Current

                   409,351

                   306,933

Noncurrent

                   149,416

                     73,551

(a) This item refers to services currently in progress within the Company, most of which are related to the Research and Development

and Energy Efficiency programs, which upon conclusion are offset against the respective liability recorded for this purpose.

(b) Advances to suppliers provided on contractual clauses.

  
   

12.1  CDE Transfer

The balance due on 12.31.2014One of R$210,808 refersthe main purpose of the CDE is to CDEprovide funds to coversubsidize discounts applied to tariffs discounts for usersuse of publicpower distribution service, according to Ratifying Resolution no. 1,586 of August 13, 2013. Additionally, ANEEL also approved the monthlysystems (Note 32.5.1).

The amount of R$28,697 (Resolution No. 1.763/14) to be transferred to Copel Distribuição,DIS related to discounts on tariffs applicable to users of the public service of electricity distribution between June 2016 and May 2017, ratified by ANEEL Resolution 2,096/2016, was R$25,505 per month. This amount was changed to R$49,304 per month by Resolution 2,255 of June 20, 2017, which ratified the result of Copel DIS’s Annual Tariff Adjustment in CDE funds, from June 2014 to May 2015, which R$26,712 is to cover tariffs discounts as established in Decree No. 7,891 of January 23, 2013 and R$1,985 regarding the difference between the estimated and actual sums during2017, for the period from February 2013June 2017 to May 2014. The Company received installments up2018.

F-51


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the May 2014 onConsolidated Financial Statements, continued

For the years ended December 31, 20142017, 2016 and two more (June and July 2014)2015

All amounts expressed in January 2015, and expects to receive the remainder as soon as the CDE has its funds restored with the 2015 quotas.thousands of Brazilian reais, unless otherwise stated

Of the balance shown on 12.31.2013, the amount of R$30,025 transferred in 2014 refers to CDE funds for compensation of additional electricity costs provided for in Decree No. 7,945 of March 07, 2013, aiming to neutralize the distribution companies exposure in the spot market and the hydrological risk observed in the period, which led to the activation order of thermoelectric power plants by reason of energy security.

1312.2  InventoriesCredits on sales and purchases of gas - Compagás

Operation / Maintenance

12.31.2014

12.31.2013

Copel Distribuição

101,399

96,866

Copel Geração e Transmissão

29,389

31,298

Copel Telecomunicações

17,684

10,046

Compagas

2,150

1,068

 

150,622

139,278

This balance refers to the gas acquisition contract with Petrobras, relating to the acquisition of contracted and guaranteed volumes, higher than those actually withdrawn and used, and contains a future compensation clause. Compagás has the right to withdraw the gas in subsequent months, and can compensate the volume contracted and not consumed. According to the contractual provisions and consumption perspectives, derived from the review of the projects and scenarios for the next years, Compagás estimates to fully offset the amounts paid in the course of its operation. Should the concession be early terminated for any reason, the agreement with Petrobras sets forth the right for sale of this asset. The expiry date of the concession is in discussion with the Concession Grantor, as described in Note 2.1.1.

In 2017, based on the new conditions for delivery and perspectives of consumption by the market, the Company reversed the accrued impairment in full for R$123,586 (Note 33.4).

1413     Taxes

14.113.1  Income tax and social contribution

 

12.31.2014

12.31.2013

Current assets

 

 

Income Tax and social contribution paid in advance

448,599

375,722

Income Tax and social contribution to be offset against liability

(343,525)

(242,564)

 

105,074

133,158

Noncurrent assets

 

 

Income Tax and social contribution recoverable

128,615

 197,659

 

128,615

197,659

Current liabilities

 

 

Income Tax and social contribution due

653,406

540,184

Income Tax and social contribution to be offset against asset

(343,525)

(242,564)

 

309,881

297,620

 

 

 

 

12.31.2017

12.31.2016

Current assets

 

 

IR and CSLL paid in advance

                 937,663

                 765,150

IR and CSLL to be offset against liability  

                (435,978)

                (576,198)

 

                 501,685

                 188,952

Noncurrent assets

 

 

IR and CSLL paid in advance

                 176,480

                 169,967

 

                 176,480

                 169,967

Current liabilities

 

 

IR and CSLL due

                 362,307

                 547,992

IR and CSLL to be offset against asset

                (275,997)

                (506,538)

 

                   86,310

                   41,454

   

 

The taxation on profit comprises the income tax and social contribution calculated based on the taxable profits (adjusted profit) of each taxable entity at the applicable rates according to prevailing legislation, 15%, plus 10% on the amount exceeding R$240 per year, for income tax and 9% for social contribution.

F-52


 

F-33


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Income tax and social contribution losses can be offset against future taxable profits, considering the limit of 30% of the taxable profit for the period, and can be carried forward indefinitely.

13.2 Deferred income tax and social contribution

The Company, based on its profitability history and the expectation of generating future taxable profits, based on its internal projections prepared for reasonable periods of time for its business, sets up a deferred tax asset on temporary differences between the tax bases.

The deferred income tax and social contribution are recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used for tax calculation purposes to the extent that it is probable that there will be sufficient taxable profits against which the temporary differences can be utilized and the tax losses can be offset.

Deferred tax assets and liabilities may be netted if there is a legal right to offset the current tax assets and liabilities and they relate to the same taxing authority.

13.2.1Changes in deferred income tax and social contribution

 

Balance as of

January 1, 2016

Recognized

in income

Recognized

in other

comprehensive

income


Balance as of

December 31, 2016

Restated

Recognized

in income

Recognized

in other

comprehensive

income

Balance as of

December 31, 2017

 
 

 

Noncurrent assets

 

 

 

 

 

 

 

Provisions for legal claims 

456,316

(17,778)

-

438,538

75,820

-

514,358

Post-employment benefits

201,260

28,634

  30,174

260,068

16,716

  16,827

293,611

Impairment of assets

252,026

37,591

   -

289,617

20,944

-

310,561

Research and development and energy efficiency programs

116,671

25,608

-

142,279

14,046

-

156,325

Provision for energy purchases

184,471

(69,214)

-

115,257

14,620

-

129,877

Allowance for doubtful accounts

125,941

3,697

-

129,638

(16,258)

-

113,380

Tax losses and negative tax basis

6,050

45,063

-

51,113

59,545

   -

110,658

Social security contributions - injunction on judicial deposit

36,758

17,992

-

54,750

6,106

-

60,856

Amortization - concession

39,539

4,592

-

44,131

4,591

-

48,722

Concession contracts

38,009

(11,803)

-

26,206

(1,300)

-

24,906

Provision for tax losses

17,426

5,750

-

23,176

  739

-

23,915

Provision for profit sharing

25,825

(4,494)

-

21,331

  939

-

22,270

Financial instruments

6,316

6,607

-

12,923

2,795

-

15,718

Others

95,875

(4,538)

-

91,337

(33,878)

-

57,459

 

  1,602,483

67,707

  30,174

  1,700,364

165,425

  16,827

  1,882,616

(-) Noncurrent liabilities

 

 

 

 

 

 

 

Concession contracts

91,359

349,163

-

440,522

95,204

-

535,726

Deemed cost

539,190

(52,395)

-

486,795

(36,911)

-

449,884

Escrow deposits monetary variation

-

62,538

-

62,538

(7,210)

   -

55,328

Transaction cost on borrowings and debentures

7,768

1,874

-

9,642

11,896

-

21,538

Deferment of capital gains

11,320

  -

-

11,320

  -

-

11,320

Capitalization of financial charges

5,357

  -

-

5,357

  -

-

5,357

Result from the change in the

 

 

 

 

 

 

 

investment valuation method

-

17,717

-

17,717

(17,717)

-

  -

Others

410,141

(380,822)

  1,229

30,548

14,906

(853)

44,601

 

  1,065,135

(1,925)

  1,229

  1,064,439

60,168

(853)

  1,123,754

Net

537,348

69,632

  28,945

635,925

105,257

  17,680

758,862

Assets presented in the Statement of Financial Position

537,562

  

814,355

  

915,492

Liabilities presented in the Statement of Financial Position

  (214)

 

 

(178,430)

 

 

(156,630)

F-53


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

14.2 Deferred income tax and social contribution

14.2.113.2.2    ChangeRealization of deferred tax assets

The realization of deferred taxes will occur according to the tax realization of the tax base. The criteria designed for realization of the main items are:

-Amounts set up on post-employment benefits, calculated based on the actuarial provision determined according to an actuarial valuation prepared annually by an independent actuary, will be realized according to the expenses incurred;

-Amounts set up on the provisions for litigation will be realized according to court decisions;

-Amounts set up on the provision for impairment of assets will be realized through the amortization and / or depreciation of the impaired asset;

-Amounts set up on the provision for purchase of energy will be realized in the immediately following period by the recording of the tax document of the purchase;

-Amounts set up on the provisions for R&D and PEE will be realized through the expenses incurred in the projects carried out;

-The other amounts set up will be realized according to the tax realization of each of the tax bases.On April 12, 2018, the Company’s Supervisory Board examined and the Board of Directors approved the technical study which points out to the realization of deferred incometaxes.

The projected realization of the deferred tax and social contributioncredits is shown below:

 

 

 

Recognized in

 

 

 

Recognized in

 

  

Recognized

comprehensive

 

 

Recognized

comprehensive

 
 

Balance as of

in income

income

 

Balance as of

in income

income

Balance as of

 

1.01.2013

for the year

for the year

Other

12.31.2013

for the year

for the year

12.31.2014

Noncurrent assets

 

 

 

 

 

 

 

 

Provisions for legal claims

338,028

37,308

-

-

375,336

92,229

-

467,565

IAS 36 effects - Impairment of assets

-

-

-

-

-

274,476

-

274,476

Pension and healthcare plans

178,312

17,172

-

-

195,484

24,887

-

220,371

Provision for electricity purchase

97,033

8,074

-

-

105,107

57,136

-

162,243

Provision for R&D & PEE

46,790

19,976

-

-

66,766

26,815

-

93,581

Effects from applying IAS 19 – Employee benefits

58,944

-

73,579

-

132,523

-

(48,584)

83,939

Allowance for doubtful accounts

41,452

8,230

-

-

49,682

11,492

-

61,174

 

 

 

 

 

 

 

 

 

Effects from applying IFRIC 12 - concession contracts

87,299

(17,717)

-

-

69,582

(23,323)

-

46,259

Amortization of concession rights

36,429

257

-

-

36,686

256

-

36,942

Provision for profit sharing

9,671

16,882

-

-

26,553

3,885

-

30,438

INSS - injunction on judicial deposit

-

6,773

-

16,483

23,256

6,351

-

29,607

Tax loss and negative calculation basis

2,486

7,227

-

-

9,713

8,115

-

17,828

Provision to tax losses

14,847

93

-

-

14,940

2,174

-

17,114

Voluntary termination program/retirement

53,986

(52,670)

-

-

1,316

(1,292)

-

24

Interest on own capital

21,709

(21,709)

-

-

-

-

-

-

Others

18,916

(1,501)

579

-

17,994

7,252

(408)

24,838

 

1,005,902

28,395

74,158

16,483

1,124,938

490,453

(48,992)

1,566,399

(-) Non-current liabilities

 

 

 

 

 

 

 

 

IAS 16 Effects - deemed cost

689,160

(52,619)

-

-

636,541

(50,760)

-

585,781

Sectorial financial assets

-

-

-

-

-

353,989

-

353,989

Deferral of capital gain

175,450

(67,916)

-

-

107,534

(67,916)

-

39,618

Provision for negative goodwill

25,297

-

-

-

25,297

-

-

25,297

Effects from applying IFRIC 12 - concession contracts

115

-

-

-

115

19,113

-

19,228

Effects from applying IAS 39 - financial instruments

15,042

(5,885)

(1,881)

-

7,276

1,235

(110)

8,401

Capitalization of financial charges

5,357

-

-

-

5,357

-

-

5,357

Others

4,732

5,364

(190)

-

9,906

8,939

(945)

17,900

 

915,153

(121,056)

(2,071)

-

792,026

264,600

(1,055)

1,055,571

Net

90,749

149,451

76,229

16,483

332,912

225,853

(47,937)

510,828

Assets presented in the Statement

 

 

 

 

 

 

 

 

of Financial Position

681,285

 

 

 

753,413

 

 

526,046

Liabilities presented in the Statement

 

 

 

 

 

 

 

 

of Financial Position

(590,536)

 

 

 

(420,501)

 

 

(15,218)

Net

90,749

 

 

 

332,912

 

 

510,828

 

 

 

 

Assets

Liabilities

2018

                  482,107

                  (82,039)

2019

                  268,072

                (105,308)

2020

                  185,597

                  (71,167)

2021

                  115,637

                  (69,403)

2022

                    80,570

                  (70,448)

2023 to 2025

                  193,845

                (189,305)

2026 to 2028

                  556,788

                (536,084)

 

               1,882,616

             (1,123,754)

   

F-34

 

F-54


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

13.2.3Unrecognized tax credits

As of December 31, 2017, UEG Araucária did not recognize income tax and social contribution credits on tax loss carryforwards and negative bases in the amount of R$23,592 because there is at present no reasonable assurance of generation of future taxable profits sufficient to absorb these assets.

14.313.3  Other taxes recoverable taxes and other taxes duetax obligations

 

12.31.2014

12.31.2013

12.31.2017

12.31.2016

Current assets

 

 

 

 

Recoverable ICMS (VAT)

92,247

43,092

                    68,773

                    62,934

Recoverable PIS/Pasep and Cofins taxes

69,771

61,093

                  133,090

                    52,240

PIS/Pasep and Cofins to be offset against liabilities

(66,263)

(35,596)

                    (4,202)

                  (47,810)

Other recoverable taxes

530

1,424

                         571

                         567

96,285

70,013

                  198,232

                    67,931

Noncurrent assets

 

 

 

 

ICMS recoverable

34,977

72,347

PIS/Pasep and Cofins

55,206

51,653

Other taxes recoverable

33,298

498

Recoverable ICMS (VAT)

                    36,740

                    35,659

PIS/Pasep and Cofins taxes

                    46,858

                    62,113

Other recoverable taxes

                    33,376

                    33,336

123,481

124,498

                  116,974

                  131,108

Current liabilities

 

 

 

 

ICMS payable

85,674

184,369

ICMS (VAT) payable

                  151,928

                  113,793

PIS/Pasep and Cofins payable

97,758

79,291

                  138,797

                  136,437

PIS/Pasep and Cofins recoverable with assets

(66,263)

(35,596)

Withholding tax over the interest on net equity

2,222

39,440

PIS/Pasep and Cofins to be offset against assets

                (121,165)

                  (87,629)

IRRF on JSCP

                    97,065

                    90,147

IRRF on JSCP to be offset against IR and CSLL assets

                  (43,018)

                  (29,841)

Special Tax Regularization Program - Pert (13.3.1)

                    45,108

                             -

Ordinary financing of taxes with the federal tax authorities

                    63,791

                    59,558

Other taxes

17,938

33,227

                    12,981

                    12,529

137,329

300,731

                  345,487

                  294,994

Noncurrent liabilities

 

 

 

 

INSS payable - injunction on judicial deposit

87,129

68,402

Social security contributions - injunction on judicial deposit

                  179,373

                  161,336

Pert (13.3.1)

                  488,563

                             -

Ordinary financing of taxes with the federal tax authorities

                    85,054

                  138,969

TCFRH (a)

                    53,349

                             -

Other taxes

                      3,237

                      2,841

87,129

68,402

                  809,576

                  303,146

(a) Fee for Control, Monitoring and Inspection of Activities of Exploitation and Use of Water Resources

(a) Fee for Control, Monitoring and Inspection of Activities of Exploitation and Use of Water Resources

 

14.4 Reconciliation of provision for income tax and social contribution

 

12.31.2014

12.31.2013

12.31.2012

Income before IRPJ and CSLL

1,857,631

1,506,504

972,528

IRPJ and CSLL (34%)

(631,595)

(512,211)

(330,660)

Tax effects on:

 

 

 

Equity in income

47,897

32,423

52

Interest on own capital

10,200

61,200

75,802

Dividends

238

309

241

Finam

1,745

1,972

-

Non-deductible expenses

(8,209)

(3,130)

(3,331)

Tax incentives

20,248

10,364

11,688

Offsetting of tax loss and negative basis of CSLL

35,146

-

-

Difference between the calculation bases of deemed profit and taxable profit

1,924

-

-

Others

390

4,004

200

Current IRPJ and CSLL

(747,869)

(554,520)

(458,257)

Deferred IRPJ and CSLL

225,853

149,451

212,249

Effective rate - %

28.1%

26.9%

25.3%

F-35

 

F-55


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Sales and services revenues are subject to value-added tax (Imposto sobre Circulação de Mercadorias e Serviços or ICMS, in Portuguese) and service tax (Imposto sobre Serviços or ISS, in Portuguese), at the applicable rates, and to the PIS (Social Integration Program) and COFINS (Contribution for Social Security Funding).

Credits resulting from non-cumulative PIS and COFINS charges are accounted for deducting the operating costs in the statement of income.

Credits arising from non-cumulative ICMS, PIS and COFINS related to the purchase of assets are presented deducting the acquisition cost of these assets.

Prepayments or amounts that can be offset are presented in current and noncurrent assets, according to their expected realization.

13.3.1Special Tax Regularization Program - Pert

Of the total R$533,671 recognized, R$532,644 are related to the balance of Copel DIS.

In June 2016, the Brazilian Federal Revenue Office - RFB issued an understanding through Private Letter Ruling Cosit No. 101/2016, providing guidance that the CVA, currently classified as Sectorial Financial Assets and Liabilities, should be realized when it was recorded (accrual basis) and not through transfer to tariffs (billing basis). According to the RFB, this understanding is based on the signing of the amendment to the concession agreement in December 2014, which currently assures that any residual balance of Sectorial Financial Assets and Liabilities will be indemnified at the end of the concession.

In this context, due to the RFB’s position, which produces effects since December 2014, the Company, which taxed the CVA operations on a billing basis, assessed the benefits offered by the Special Tax Regularization Program - Pert, established by Provisional Measure - MP No., 783/2017 and regulated by Normative Instruction - IN No. 1711/2017, as well as the effect on its financial results and cash flow, decided to join the program in August 2017, thus changing the taxation regime from CVA to accrual basis.

Based on this decision, Copel DIS rectified all accessory obligations from December 2014 to July 2017.

In October 2017, Law 13,496/2017 was enacted as a result of Provisional Measure 783/2017 passed into law, which modified penalty from 40% to 50% and maintained interest rate cut at 80%.

The underpayments made in the period from December 2014 to March 2017 were included in the Pert, with a declaration to the RFB of a debit of R$557,365 (principal amount), relating to PIS, Cofins, IRPJ and CSLL. Considering the benefits of reduction of fine and interest applied on the remaining balance, after payment of 20% of the value of the consolidated debt, total amount adjusted for inflation through August 2017, program joining date, was R$685,904.

       

 

 

 

 

Consolidated debt 

Reduction of fine

Debt balance 

Tax

Principal

Fine

Interest

before joining Pert  (1)

and interest  - Pert  (2)

(1) - (2)

PIS

    29,432

      5,886

      8,612

                            43,930

                             7,866

              36,064

Cofins

  135,614

    27,123

    39,678

                          202,415

                           36,242

            166,173

IRPJ

  286,528

    57,306

    89,814

                          433,648

                           80,404

            353,244

CSLL

  105,791

    21,158

    33,159

                          160,108

                           29,685

            130,423

 

  557,365

  111,473

  171,263

                          840,101

                         154,197

            685,904

       

F-56


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The payment of the taxes included in the Pert is made as follows:

·Cash payment of 20% of the debit (without the reductions provided for in the Pert), in 5 installments of R$33,604, payable from August 2017. From September 2017, this amount started to be adjusted for inflation at the Selic rate.

·Beginning in January 2018, the payment of the debt balance starts, in 145 installments of R$3,572. The amount of the installment will be adjusted for inflation at the Selic rate.

Thus, the benefits earned by the Company for joining the program totaled R$154,197 relating to reduction of fine and interest.

Regarding overpayments made in the period from December 2014 to July 2017, considering the change of the taxation regime from CVA to the accrual basis, pursuant to Private Letter Ruling Cosit No. 101/2016, Copel DIS declared to RFB credits relating to PIS, Cofins, IRPJ and CSLL, as shown in the table below:

 

 

 

 

Tax

Principal

Interest

Total

PIS

                  40,379

                    6,716

                  47,095

Cofins

                185,134

                  30,803

                215,937

IRPJ

                369,900

                  50,219

                420,119

CSLL

                164,996

                  23,310

                188,306

 

                760,409

                111,048

                871,457

    

The amounts of these credits have been used for offsets of federal taxes and their balance will be adjusted for inflation monthly by the Selic rate.

F-57


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

13.4 Reconciliation of provision for income tax (IRPJ) and social contribution (CSLL)

 12.31.2017 12.31.2016
Restated 
12.31.2015
Restated 
Income before IRPJ and CSLL 1,392,941 1,394,162 1,693,794 
IRPJ and CSLL (34%) (473,600) (474,015) (575,890) 
Tax effects on:    
Equity in income 36,555 66,899 21,882 
Interest on own capital 90,440 96,202 67,320 
Dividends 497 838 572 
Non deductible expenses (26,292) (11,624) (13,706) 
Tax incentives 14,973 16,567 18,757 
Unrecognized income and social contribution tax loss carry-forwards (5,645) - - 
Setting up and/or offset of income tax and social contribution losses of prior years 90,804 - (909) 
Difference between the calculation bases of deemed profit and taxable profit (19,680) (114,149) (15,302) 
Others 17,262 (100,408) (34,953) 
Current IRPJ and CSLL (379,943) (589,322) (698,023) 
Deferred IRPJ and CSLL 105,257 69,632 165,794 
Effective rate - % 19.7% 37.3% 31.4% 

14Prepaid Expenses

   

 

12.31.2017

12.31.2016

Risk premium - GSF renegotiation (14.1)

                   28,033

                   40,909

Others

                   24,518

                   23,770

 

                   52,551

                   64,679

Current

                   39,867

                   39,096

Noncurrent

                   12,684

                   25,583

   

14.1 GSF (Generation Scaling Factor) renegotiation

During 2015, hydropower generation utilities were strongly impacted by the power generation below their physical guarantee due to the low level of the reservoirs affected by the rainfall shortage of the last years, and resulting in the need for liquidation with the CCEE, at the price of the PLD, of the deficit between the generated power and the sold power.

Hydropower generation utilities significantly affected by the low reservoir levels in recent years were benefited by the enactment of Law No. 13,203 by the Concession Authority on 12.08.2015, which allows hydropower generation companies subscribing to the Electricity Reallocation Mechanism (MRE) to reallocate their hydrological risk as from January 1, 2015.

F-58


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

ANEEL Regulatory Resolution No. 684 of 12.11.2015 establishes the criteria and other conditions for reallocation of hydrological risk by MRE members. In the Regulated Contracting Environment (ACR), hydrological risk was transferred to consumers against payment by the generation company of a risk premium into the Rate Tier Pooling Account (CCRBT). In the Free Contracting Environment (ACL), hydrological risk was reallocated through Reserve Capacity contracts.

On December 23, 2015, following analysis of reallocation conditions in the ACR and ACL, Copel GeT and Elejor filed a request for renegotiation of hydrological risk in ACR of HPPs Mauá, Foz do Areia, Santa Clara and Fundão, which was consented through Decisions No. 84/2016 and 43/2016.

In accordance with Hydrological Risk Renegotiation Term and previously mentioned regulations, the companies acquired the right to partially recover cost with GSF in 2015, in the amount of R$33.55 per average MW for SP100 product class, based on the risk premium contracted by them.

The amounts originally recognized on the renegotiation of the hydrological risk were as follows:

        

Power Plant

Physical guarantee
(Average MW )

Eligible amount of energy (Average MW )

Amortization period
of prepaid expenses

Grant extension period
(intangible asset)

Asset value
to recover as
renegotiation of  GSF

Value of prepaid expenses to
amortize with
future risk premium

Value of intangible assets amortization over the concession period

Mauá

100.827

97.391

01.01.2016 to 06.30.2020

not applicable

28,623

  28,623

  -

Foz do Areia

576.000

226.705

01.01.2016 to 12.31.2016

05.24.2023 to 09.17.2023

66,628

  17,222

  49,406

Santa Clara and Fundão

135.400

134.323

01.01.2016 to 04.22.2019

10.25.2036 to 05.28.2037

39,369

  30,326

  9,043

 

 

458.419

 

 

134,620

  76,171

  58,449

        

A breakdown of these items as at 12.31.2017 is presented below:

 

 

Balance as of 

January 1, 2016  

Amortization

Transfers

Balance as of 

December 31, 2016  

Amortization

Transfers

Balance as of

December 31, 2017

Risk premium - current asset

  23,313

(32,679)

  24,825

15,459

(12,876)

  12,876

15,459

Risk premium - noncurrent asset

  25,340

  -

110

25,450

  -

(12,876)

12,574

Intangible

  30,807

(4,493)

  26,872

53,186

(7,441)

  -

45,745

Liability deduction with CCEE

  55,160

(3,353)

(51,807)

  -

  -

  -

  -

 

  134,620

(40,525)

  -

94,095

(20,317)

  -

73,778

Risk premium to be amortized - prepaid expenses

  76,171

 

 

40,909

 

 

28,033

Grant extension period - intangible

  58,449

 

 

53,186

 

 

45,745

F-59


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

15     Receivables from Related Parties

 

 

 

 

12.31.2017

12.31.2016

Controlling shareholders

 

 

State of Paraná (15.1)

                 130,417

                 155,141

 

 

 

Joint Ventures

 

 

Voltalia São Miguel do Gostoso (15.2)

                   38,169

                   28,968

Structure sharing

                        405

                             -

 

                 168,991

                 184,109

Current

                   38,835

                   28,968

Noncurrent

                 130,156

                 155,141

   

15.1 State of Paraná

15.1.1Credit related to Luz Fraterna Program, R$115,890 (R$115,890 as of 12.31.2016)

The transfer of the receivables from the Luz Fraterna account (Note 37.a) of Copel DIS to Copel was suspended from the second half of 2015, considering Decree No. 2,789/2015, which created the possibility of using presumed ICMS (VAT tax) credits for the settlement of invoices referring to this program. In addition, State Law No. 18,875, dated 09.27.2016 authorized the State of Paraná to pay in installments the debts due and unpaid to Copel relating to services rendered up to the date of publication of said Law.

On March 23, 2018, the State of Paraná settled the balance of R$115,890.

F-60


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

15.1.2Credit referring to 2014 World Cup construction work, R$14,266 (R$14,266 as of 12.31.2016)

Copel’s executive board, through the 2,119th Meeting, of July 28, 2014, approved the transfer of credit rights on costs related to mobility projects for FIFA 2014 World Soccer Cup made by Copel DIS and under the responsibility of the Paraná State government.

ANEEL agreed to the transaction through order No. 3,483/2015 and a Credit Assignment Agreement that transfers Copel DIS rights to Copel was executed.

In addition, State Law No. 18,875, dated September 27, 2016, authorized the State of Paraná to pay debts due and unpaid to Copel relating to services rendered up to the date of publication of said Law. Considering this legal provision, Management is in the negotiation phase to define the terms of the settlement of this balance.

15.1.3Credit referring to Programa Morar Bem, R$261 (R$24,985 as of 12.31.2016)

Programa Morar Bem Paraná, established by Decree No. 2,845/2011, is an agreement between Paraná State, Companhia de Habitação do Paraná (Cohapar) and Copel DIS, and is managed by Cohapar. Copel DIS main attributions in this agreement are comprised of the construction of electric power distribution networks and housing project consumer unit service connections.

State Law No. 18,875, dated September 27, 2016, authorized the State of Paraná to pay in installments the debts overdue and not paid to Copel DIS relating to services rendered up to the date of publication of said Law. Considering this legal provision, the State of Paraná settled the debt on December 18, 2017. Continuing the provision of services, the balance changed to R$261, fully received in March 2018.

15.2 Voltalia São Miguel do Gostoso Participações S.A. - Loan

On May 14, 2015, a loan agreement was signed between Copel (lender) and Voltalia São Miguel do Gostoso Participações S.A. (borrower), with retroactive effects as from February 6, 2015, aiming at providing working capital for financing the borrower’s activities and business. The limit of R$29,400 was established, plus IOF and interest of 111.5% of the CDI. The initial term of two years was changed to February 6, 2018, the date on which the contract was settled. Of the limit approved, the borrower used R$27,950 and recognized finance income of R$3,513 in 2017 (R$3,509 in 2016).

16Other Temporary Investments

        

 

 

 

 

Stock exchange

 

Stock exchange

 

 

 

Shares

 

quotation

 

quotation

 

Investment

 Investor

(quantity)

Type

per share (R$)

12.31.2017

per share (R$)

12.31.2016

Companhia de Saneamento do Paraná - Sanepar (16.1)

 Copel

   36,343,267

 Preferred

                               -  

                      -

                         10.75

                     390,690

Other investments

 Copel

 

 

 

             18,727

 

                       17,607

 

 

 

 

 

             18,727

 

                     408,297

        

F-61


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

16.1 Joining the Sanepar’s Units Program and public offering of Units

On November 17, 2017, Copel requested the conversion of shares and for joining Sanepar’s Units Program, which occurred on November 21, 2017. The units held by Copel and Copel Energia are composed by one common share and four preferred shares issued by Sanepar.

Copel, holder of 36,343,267 preferred shares issued by Sanepar, requested the conversion of 7,268,655 into common shares and the formation of 7,268,653 Units. Copel Energia, in turn, holder of 7,956,306 common shares issued by Sanepar acquired on March 13, 2017 (Note 18.5), requested the conversion of 6,365,044 into preferred shares and the formation of 1,591,261 Units.

On December 21, 2017, the bookbuilding of the secondary public offering with restricted placement efforts of Units issued by Sanepar was concluded, setting the price to R$55.20 per Unit. Copel and Copel Energia participated as sellers and sold all their Units, consequently receiving cash proceeds of R$484,608.

The settlement of the Restrictive Public Offering occurred on December 18, 2017. The gain from this transaction totaled R$28,650 (Note 33.6).

17Judicial Deposits

12.31.2014

12.31.2013

 

Tax

437,100

417,570

Labor

144,251

118,240

12.31.2017

12.31.2016

Taxes claims

                   337,909

                   433,880

Labor claims

                   120,463

                   149,968

.

 

 

 

 

Civil

 

 

 

 

Suppliers

95,558

95,558

                               -

                       7,680

Civil

43,412

28,849

                   110,495

                     51,482

Easements

8,036

8,106

                       6,114

                       6,679

Customers

3,391

2,397

                       2,522

                       3,197

150,397

134,910

                   119,131

                     69,038

.

 

 

 

 

Other

4,505

4,505

Others

                       5,026

                       4,717

736,253

675,225

                   582,529

                   657,603

 

16Related Parties

16.1 Related party credits

 

12.31.2014

12.31.2013

Controlling shareholder

 

 

State of Paraná (16.1.1)

137,137

-

 

137,137

-

Associate and Jointly-controlled companies

 

 

Dividends and/or interests on own capital

 

 

Dona Francisca Energética

-

85

Sanepar

6,211

-

Dominó Holdings

4,072

6,311

Costa Oeste

313

478

Marumbi

2,211

403

Transmissora Sul Brasileira

665

360

Caiuá

566

88

Integração Maranhense

227

227

Matrinchã

8,116

840

Guaraciaba

3,930

182

Cantareira

21

-

.

26,332

8,974

 

 

 

Other investments

-

526

 

163,469

9,500

Current assets - Dividends receivable

26,332

9,500

Current assets - Related parties

-

-

Noncurrent assets

137,137

-

F-62

F-36


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

16.1.1Credit related to “Luz Fraterna”

DuringFor the 2065th Board Meeting held on September 10, 2013, Copel’s board approved the transfer of the Paraná State Government debt on the “Luz Fraterna” (Fraternal Light) program, from Copel Distribuição to Copel, as well as changes to the procedures so that future debts of this government program are undertaken by Copel.

ANEEL agreed to the transaction through order n° 1560 of May 13, 2014. On 05.31.2014, the "Credit Assignment Instrument" was signedyears ended December 31, 2017, 2016 and it transferred receivables of Copel Distribuição to Copel with regard to the Luz Fraterna account, for the period from September 2010 to February 2014, including charges for payment delay (2% fine, monetary restatement calculated on the IGPM variation plus 1% monthly interest), totaling R$115,696, maturing on May 31, 2014. Copel, in turn, made the transfer of the same amount to Copel Distribuição to settle overdue invoices.

The instrument also establishes that Copel Distribuição semiannually performs the transfer to Copel, as credit rights, of subsequent billing charges for payment delay (2% fine, monetary restatement calculated on the IGPM variation plus 1% monthly interest) related to the Luz Fraterna Program eventually not settled from March 01, 2014. In this context, the amount of R$21,441 was transferred in 2014.

Copel, in turn, will be expected to transfer the same amount to Copel Distribuição to settle overdue invoices. A transfer default on the part of Copel to Copel Distribuição shall imply a monetary restatement calculated on IGPM variation until the date of actual transfer.

Copel shall issue a debit note to the Government of the State of Paraná based on the Credit Assignment Instrument. A monetary restatement calculated by IGPM plus monthly interest of 1% shall be applicable from the date of issue of the debit note until the effective payment by the Government of the State of Paraná.

16.1.2Financing transferred - STN

The Company transferred loans and financing to its wholly owned subsidiaries at the time of constitution in 2001. However, since the contracts for the transfers to the respective subsidiaries were not formalized with the financial institutions, they remain recognized in the parent company.

This financing was transferred bearing the same charges assumed by the Company and is reported separately, as a receivable from the wholly owned subsidiaries, and as liabilities for loans and financing in the subsidiaries (Note 22.1).

17Investments

17.1 Business combination

17.1.1São Bento Energia, Investimentos e Participações S.A.

On October 16, 2014, the Company purchased Galvão Participações S.A., 100% stake in São Bento Energia, Investimentos e Participações S.A., which holds the shareholding control of GE Olho D’Água S.A., GE Boa Vista S.A., GE Farol S.A. and GE São Bento do Norte S.A..

The acquisition of this undertaking fulfills Copel's strategic purpose of increasing its participation in the energy generation industry by adding renewable sources to its energy mix.

F-37


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

The authorization right generated in the acquisition was allocated to the group of Investments in the individual balance of the parent company, and to the group of intangibles in the consolidated balance sheet, and it will be amortized as of January 2015 up to the expiration of authorizations of subsidiaries by São Bento Energia in 2046.

Acquired participation

Consideration transferred

213,426

Equity as of 9.30.2014

(124,589)

Authorization right

88,837

The following data detail the composition of acquired assets and assumed liabilities that were recognized on the acquisition date and that correspond to their fair values:

9.30.2014

Acquired net assets

ASSETS

136,369

Current assets

13,378

Non-current assets

122,991

Long-term assets

178

Investments

122,813

LIABILITIES

136,369

Current liabilities

11,774

Noncurrent liabilities

6

Equity

124,589

If this project had been consolidated as of January 1, 2014 in the consolidated statement of income, the income of R$9,845 would have been included.

F-3188Investments

18.1 Changes in investments

 
Balance as of
January 1, 2017
Restated 

Equity  
Investment/
Advance
for future
capital increase 
Amorti-
zation 
Proposed
dividends
and JCP  
Other (a)  Balance as of
December 31, 2017 
Joint Ventures (18.3)        
Dominó Holdings (18.4) 81,526 (568) - - (5,144) (75,814) - 
Voltalia São Miguel do Gostoso I 75,563 (565) - - - - 74,998 
Voltalia São Miguel do Gostoso - authorization rights 11,140 - - (367) - - 10,773 
Paraná Gás 37 (34) - - - - 3 
Costa Oeste 37,232 (2,566) - - (1,020) - 33,646 
Marumbi 94,878 (9,537) - - - - 85,341 
Transmissora Sul Brasileira 69,369 (5,009) - - - - 64,360 
Caiuá 60,057 (4,020) - - - - 56,037 
Integração Maranhense 122,253 (8,852) - - - - 113,401 
Matrinchã 792,069 57,376 - - (13,626) - 835,819 
Guaraciaba 398,969 25,377 - - (6,026) - 418,320 
Paranaíba 147,213 17,020 2,082 - (4,042) - 162,273 
Mata de Santa Genebra 232,240 19,477 210,920 - (3,263) - 459,374 
Cantareira 161,855 3,879 35,205 - (921) - 200,018 
 2,284,401 91,978 248,207 (367) (34,042) (75,814) 2,514,363 
Associates        
Dona Francisca Energética (18.5) 32,766 8,876 - - (11,821) - 29,821 
Foz do Chopim Energética (18.5) 13,967 6,645 - - (7,528) - 13,084 
Dominó Holdings - 4 - - - 2,453 2,457 
Other 12,016 (5,764) 36 2,872 - 396 9,556 
 58,749 9,761 36 2,872 (19,349) 2,849 54,918 
Investment property 1,362 - - - - - 1,362 
 2,344,512 101,739 248,243 2,505 (53,391) (72,965) 2,570,643 
(a) Of the total amount of R$75,814, R$73,361 refers to capital decrease and R$2,453 refers to the change in the investment of a Joint venture to an Associate. 

 

F-63


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated


Balance as of
January 1, 2016
Restated 
Equity  Equity
valuation
adjustments  
Investment
Advance
for future
capital increase 
Amorti-
zation 
Proposed
dividends
and JCP 
Other  Balance as of
December 31, 2016 
Joint Ventures (18.3)         
Dominó Holdings (a) 242,652 37,492 (375) - - (123,260) (74,983) 81,526 
Voltalia São Miguel do Gostoso I 72,249 4,345 - - - (1,031) - 75,563 
Voltalia São Miguel do Gostoso - authorization rights 11,507 - - - (367) - - 11,140 
Paraná Gás 106 (69) - - - - - 37 
Costa Oeste 32,631 7,372 - - - (2,771) - 37,232 
Marumbi 75,914 16,188 - 3,520 - (744) - 94,878 
Transmissora Sul Brasileira 67,563 1,806 - - - - - 69,369 
Caiuá 51,271 8,143 - - - 643 - 60,057 
Integração Maranhense 104,286 15,934 - 1,569 - 464 - 122,253 
Matrinchã 697,912 41,910 - 67,345 - (15,098) - 792,069 
Guaraciaba 298,794 11,194 - 90,564 - (1,583) - 398,969 
Paranaíba 100,726 12,847 - 36,691 - (3,051) - 147,213 
Mata de Santa Genebra 26,903 (2,578) - 207,915 - - - 232,240 
Cantareira 60,105 5,155 - 97,431 - (836) - 161,855 
 1,842,619 159,739 (375) 505,035 (367) (147,267) (74,983) 2,284,401 
Associates         
Sanepar (b) 311,679 43,120 (479) - - (19,372) (334,948) - 
Dona Francisca Energética (18.5) 32,234 7,901 - - - (7,369) - 32,766 
Foz do Chopim Energética (18.5) 15,574 10,675 - - - (12,282) - 13,967 
Other 9,905 (55,024) - 57,135 - - - 12,016 
 369,392 6,672 (479) 57,135 - (39,023) (334,948) 58,749 
Other investments 20,473 - 570 - - - (19,681) 1,362 
 2,232,484 166,411 (284) 562,170 (367) (186,290) (429,612) 2,344,512 
(a) The amount of (R$74,983) refers to the capital reduction of the investee.
(b) Transfer to Other temporary investments at 11.24.2016

 Balance as of
January 1, 2015
EquityEquity
valuation
adjustments
Investment/
Advance
for future
capital increase
Proposed
dividends
and JCP
AmortizationBalance as of
December 31, 2015
Restated
Joint Ventures        
Dominó Holdings 225,334 24,767 8,625 - (16,074) - 242,652 
Voltalia São Miguel do Gostoso I 52,421 (99) - 20,055 (128) - 72,249 
Voltalia São Miguel do Gostoso - authorization rights 11,693 - - - - (186) 11,507 
Paraná Gás - (8) - 114 - - 106 
Costa Oeste 23,924 7,506 - 2,983 (1,782) - 32,631 
Marumbi 63,747 13,056 - 2,211 (3,100) - 75,914 
Transmissora Sul Brasileira 73,291 (6,393) - 665 - - 67,563 
Caiuá 44,761 8,579 - - (2,069) - 51,271 
Integração Maranhense 91,835 14,348 - 2,352 (4,249) - 104,286 
Matrinchã 443,262 327 - 254,323 - - 697,912 
Guaraciaba 145,979 (17,136) - 169,951 - - 298,794 
Paranaíba 68,308 3,018 - 29,400 - - 100,726 
Mata de Santa Genebra 26,151 (2,004) - 2,756 - - 26,903 
Cantareira 15,273 1,550 - 43,650 (368) - 60,105 
 1,285,979 47,511 8,625 528,460 (27,770) (186) 1,842,619 
Associates        
Sanepar 282,311 34,720 11,035 - (16,387) - 311,679 
Dona Francisca Energética 53,908 (1,077) - - (20,597) - 32,234 
Foz do Chopim Energética 14,907 11,996 - - (11,329) - 15,574 
Other2,567 (5,560) - 12,898 - - 9,905 
 353,693 40,079 11,035 12,898 (48,313) - 369,392 
Other investments 20,478 - (5) - - - 20,473 
 1,660,150 87,590 19,655 541,358 (76,083) (186) 2,232,484 

F-64


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

17.218.2  Subsidiaries with non-controlling interest

18.2.1Summarized financial information

 Compagás Elejor UEG Araucária 
 12.31.2017 12.31.2016 12.31.2017 12.31.2016 12.31.2017 12.31.2016
Restated 
01.01.2016
Restated 
 
ASSETS 632,910 526,477 675,450 708,688 507,060 529,251 944,521 
Current assets 151,966 135,292 77,216 76,231 99,101 162,814 563,018 
Noncurrent assets 480,944 391,185 598,234 632,457 407,959 366,437 381,503 
LIABILITIES 632,910 526,477 675,450 708,688 507,060 529,251 944,521 
Current liabilities 147,743 180,133 164,574 142,222 38,386 62,253 173,420 
Noncurrent liabilities 87,409 46,716 449,149 486,765 22,470 20,422 16,847 
Equity 397,758 299,628 61,727 79,701 446,204 446,576 754,254 
STATEMENT OF INCOME        
Operating revenues 515,563 542,822 291,597 263,686 129,084 57,432 1,434,180 
Operating costs and expenses (309,213) (534,817) (93,230) (96,321) (121,883) (259,324) (1,120,473) 
Financial results (25,612) (1,422) (54,254) (93,717) 5,302 18,499 (49,186) 
Equity in income of subsidiaries - - - - (5,777) (55,284) (4,955) 
Income tax and social contribution (66,785) (1,632) (47,893) (24,525) (7,098) 46,358 (120,692) 
Net income (loss) 113,953 4,951 96,220 49,123 (372) (192,319) 138,874 
Other comprehensive income (251) 132 - - - - - 
Total comprehensive income 113,702 5,083 96,220 49,123 (372) (192,319) 138,874 
 
STATEMENTS OF CASH FLOWS        
Cash flows from operational activities 83,661 32,714 143,911 104,136 (86,840) 65,203 374,658 
Cash flows from investiment activities (14,268) (25,975) (1,461) (1,465) 118,460 21,587 7,904 
Cash flows from financing activities (20,623) (751) (143,028) (105,843) - (200,000) (252,670) 
 
TOTAL EFFECTS ON CASH AND CASH EQUIVALENTS 48,770 5,988 (578) (3,172) 31,620 (113,210) 129,892 
Cash and cash equivalents at the beginning of the year 35,309 29,321 38,483 41,655 19,644 132,854 2,962 
Cash and cash equivalents at the end of the year 84,079 35,309 37,905 38,483 51,264 19,644 132,854 
CHANGE IN CASH AND CASH EQUIVALENTS 48,770 5,988 (578) (3,172) 31,620 (113,210) 129,892 

18.2.2Changes in investmentsequity attributable to non-controlling shareholders

Participation in capital stock Compagás: 49% Elejor: 30%  UEG Araucária: 20% Consolidated 
Balance as of January 1, 2015 136,233 25,445 190,413 352,091 
Income for the year 11,304 12,937 27,775 52,016 
Other comprehensive income 495 - - 495 
Dividends (3,128) (16,182) (67,339) (86,649) 
Balance as of December 31, 2015- restated 144,904 22,200 150,849 317,953 
Income (loss) for the year - restated 2,425 14,736 (38,461) (21,300) 
Other comprehensive income 65 - - 65 
Deliberation of additional dividends proposed - - (23,072) (23,072) 
Distribution of dividends with retained earnings - (9,342) - (9,342) 
Dividends (576) (3,684) - (4,260) 
Balance as of December 31, 2016 - restated 146,818 23,910 89,316 260,044 
Income (loss) for the year 55,837 28,866 (74) 84,629 
Other comprehensive income (123) - - (123) 
Deliberation of additional dividends proposed - (11,053) - (11,053) 
Dividends (7,631) (23,205) - (30,836) 
Balance as of December 31, 2017 194,901 18,518 89,242 302,661 

 

 

 

Equity

Investment

 

Proposed

 

 

 

 

Balances as of

 

valuation

and/or

Business

dividends

 

 

Balances as of

 

1.01.2014

Equity

adjustments

Advance for future capital

combinations

and Interest on own capital

Other

12.31.2014

Joint ventures (17.4)

 

 

 

 

 

 

 

 

 

Dominó Holdings

456,703

60,739

(2,822)

-

-

(10,170)

(279,116)

(a)

225,334

Cutia

5,625

24

-

145

(5,794)

-

-

 

-

Voltália (17.4.2)

-

1,179

-

51,242

-

-

-

 

52,421

Voltália - authorization right (17.4.2)

-

-

-

11,693

-

-

-

 

11,693

Costa Oeste

18,700

1,317

-

3,742

-

165

-

 

23,924

Marumbi

21,797

9,311

-

34,448

-

(1,809)

-

 

63,747

Transmissora Sul Brasileira

63,797

2,799

-

7,000

-

(305)

-

 

73,291

Caiuá

40,318

2,009

-

2,911

-

(477)

-

 

44,761

Integração Maranhense

85,378

3,541

-

2,916

-

-

-

 

91,835

Matrinchã

97,999

30,553

-

321,987

-

(7,277)

-

 

443,262

Guaraciaba

38,828

15,783

-

95,117

-

(3,749)

-

 

145,979

Paranaíba

17,850

3,172

-

47,286

-

-

-

 

68,308

Mata de Santa Genebra

-

(1,153)

-

27,304

-

-

-

 

26,151

Cantareira

-

87

-

15,207

-

(21)

-

 

15,273

 

846,995

129,361

(2,822)

620,998

(5,794)

(23,643)

(279,116)

  

1,285,979

Associates (17.5)

 

 

 

 

 

 

 

 

 

Sanepar

-

15,919

633

-

-

(13,357)

279,116

(b)

282,311

Dona Francisca

58,176

10,076

-

-

-

(14,344)

-

 

53,908

Foz do Chopim

15,788

8,467

-

-

-

(9,348)

-

 

14,907

Sercomtel

-

(3,750)

-

3,750

-

-

-

 

-

Carbocampel

1,407

(4)

-

118

-

-

-

 

1,521

Dois Saltos

720

-

-

-

-

-

-

 

720

Copel Amec

182

10

-

-

-

-

-

 

192

Escoelectric

-

(124)

-

258

-

-

-

 

134

 

76,273

30,594

633

4,126

-

(37,049)

279,116

 

353,693

Other investments

 

 

 

 

 

 

 

 

 

Finam

1,323

-

(1)

-

-

-

-

  

1,322

Finor

212

-

11

-

-

-

-

 

223

Investco S.A.

9,210

-

184

-

-

-

-

  

9,394

Nova Holanda Agropecuária S.A.

14,868

-

-

-

-

-

(14,868)

(c)

-

Provision for loss Nova Holanda

(6,981)

-

-

-

-

-

6,981

(c)

-

Assets for future use

4,290

-

-

-

-

-

(2,638)

(d)

1,652

Advance for future investment

233,469

-

-

3,494

(218,753)

-

(18,210)

(d)

-

Other investments

8,268

-

(384)

3

-

-

-

 

7,887

 

264,659

-

(190)

3,497

(218,753)

-

(28,735)

 

20,478

 

1,187,927

159,955

(2,379)

628,621

(224,547)

(60,692)

(28,735)

 

1,660,150

(a) Corporate restructuring of Dominó Holdings (Notes 17.4.1 and 17.5.1).

(b) Acquisition of shares (Note 17.5.1).

(c) Investment alienation and reversal of provision for losses.

(d) Transfers to intangible assets (Note 19).

 

F-65


 

F-39


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

18.3 Total balances of the groups of assets, liabilities, net income and share in commitments and contingent liabilities of the main joint ventures

            

 

Voltalia

Costa Oeste

Marumbi

Transmissora Sul Brasileira

Caiuá

Integração Maranhense

Matrinchã

Guaraciaba

Paranaíba

Mata de Santa Genebra

Cantareira

12.31.2017

.

 

 

 

 

 

 

 

 

 

 

 

ASSETS

  155,272

99,028

162,155

659,464

  230,743

466,783

  2,774,973

1,428,247

  1,698,213

  1,722,063

952,670

Current assets

  2,141

7,791

10,314

56,604

  22,895

44,594

297,331

  139,920

233,065

107,568

6,046

Cash and cash equivalents

3

2,685

1,949

25,547

  1,626

2,224

116,256

  34,364

29,066

96,244

5,169

Other current assets

  2,138

5,106

8,365

31,057

  21,269

42,370

181,075

  105,556

203,999

11,324

  877

Noncurrent assets

  153,131

91,237

151,841

602,860

  207,848

422,189

  2,477,642

1,288,327

  1,465,148

  1,614,495

946,624

.

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

  155,272

99,028

162,155

659,464

  230,743

466,783

  2,774,973

1,428,247

  1,698,213

  1,722,063

952,670

Current liabilities

  2,214

3,817

6,386

220,845

  23,608

71,563

140,515

  71,818

124,764

12,630

9,706

Financial liabilities

  -

3,124

5,220

212,618

  7,427

13,240

48,686

  32,627

53,317

-

  -

Other current liabilities

  2,214

  693

1,166

8,227

  16,181

58,323

91,829

  39,191

71,447

12,630

9,706

Noncurrent liabilities

  -

29,239

49,093

116,818

  92,774

163,790

928,706

  502,713

911,107

792,519

534,764

Financial liabilities

  -

24,751

38,651

106,174

  64,081

103,755

712,198

  388,806

638,779

703,897

439,192

Other noncurrent liabilities

  -

4,488

10,442

10,644

  28,693

60,035

216,508

  113,907

272,328

88,622

95,572

Equity

  153,058

65,972

106,676

321,801

  114,361

231,430

  1,705,752

  853,716

662,342

916,914

408,200

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

 

 

 

 

 

 

 

Net operating income

  -

11,837

19,498

53,374

  (2,904)

(14,460)

403,891

  208,444

320,302

588,123

392,766

Operating costs and expenses

(113)

(15,765)

(29,086)

(63,752)

  (5,194)

(4,245)

(183,660)

(93,369)

(150,984)

(434,779)

(347,771)

Financial results

9

(1,841)

(3,140)

(26,994)

  (6,017)

(9,070)

(47,331)

(36,981)

(59,132)

(94,512)

(35,207)

Equity in income of subsidiaries

  (1,048)

-

  -

  -

  -

-

-

  -

-

-

  -

Income tax and social contribution

  -

  737

  807

12,330

  5,908

9,709

(55,808)

(26,303)

(40,717)

(19,955)

(1,871)

Net income (loss)

  (1,152)

(5,032)

(11,921)

(25,042)

  (8,207)

(18,066)

117,092

  51,791

69,469

38,877

7,917

Other comprehensive income

  -

-

  -

  -

  -

-

-

  -

-

-

  -

Total comprehensive income

  (1,152)

(5,032)

(11,921)

(25,042)

  (8,207)

(18,066)

117,092

  51,791

69,469

38,877

7,917

Investment interest - %

  49.0

51.0

80.0

20.0

  49.0

49.0

49.0

  49.0

24.5

50.1

49.0

Investment book value

  74,998

33,646

85,341

64,360

  56,037

113,401

835,819

  418,320

162,273

459,374

200,018

            

F-66


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

 

Equity

Investment

Proposed

Reversal

 

 

Balance as of

 

valuation

and/or

dividends

of provision

Balances as of

 

1.01.2013

Equity

adjustments

Advance for future capital increase

and Interest on own capital

for loss

12.31.2013

Joint ventures (17.4)

 

 

 

 

 

 

 

Dominó Holdings

358,114

96,635

18,881

-

(16,927)

-

456,703

Cutia

5,247

(465)

-

843

-

-

5,625

Costa Oeste

1,049

2,409

-

15,720

(478)

-

18,700

Marumbi

2,212

1,969

-

18,018

(402)

 

21,797

Transmissora Sul Brasileira

9,577

1,516

-

53,065

(361)

 

63,797

Caiuá

7,747

565

-

32,094

(88)

 

40,318

Integração Maranhense

9,630

1,016

-

74,959

(227)

-

85,378

Matrinchã

10,130

3,453

-

85,256

(840)

 

97,999

Guaraciaba

6,963

908

-

31,139

(182)

-

38,828

Paranaíba

-

210

-

17,640

-

 

17,850

 

410,669

108,216

18,881

328,734

(19,505)

-

846,995

Associates (17.5)

 

 

 

 

 

 

 

Sercomtel

10,567

(13,567)

-

3,000

-

-

-

Dona Francisca

59,753

8,963

-

-

(10,540)

-

58,176

Foz do Chopim

15,872

10,316

-

-

(10,400)

-

15,788

Carbocampel

1,413

(6)

-

-

-

-

1,407

Dois Saltos

300

-

-

420

-

-

720

Copel Amec

180

2

-

-

-

-

182

Escoelectric

-

(318)

-

318

-

-

-

 

88,085

5,390

-

3,738

(20,940)

-

76,273

Other investments

 

 

 

 

 

 

 

Finam

 1,323

-

-

-

-

-

1,323

Finor

312

-

(100)

-

-

-

212

Investco S.A.

9,282

-

(72)

-

-

-

9,210

Nova Holanda Agropecuária S.A.

14,868

-

-

-

-

-

14,868

Provision for loss Nova Holanda

(14,868)

-

-

-

-

7,887

(6,981)

Assets for future use

4,290

-

-

-

-

-

4,290

Advance for future investment

46,631

-

-

186,838

-

-

233,469

Other investments

8,397

-

(134)

5

-

-

8,268

 

70,235

-

(306)

186,843

-

7,887

264,659

 

568,989

113,606

18,575

519,315

(40,445)

7,887

1,187,927

             

 

Dominó (a)

Voltalia

Costa Oeste

Marumbi

Transmissora Sul Brasileira

Caiuá

Integração Maranhense

Matrinchã

Guaraciaba

Paranaíba

Mata de Santa Genebra

Cantareira

12.31.2016

.

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

   180,049

  156,422

   112,601

   185,888

696,381

  255,276

513,186

  2,583,118

   1,247,036

  1,284,733

   1,050,330

  525,446

Current assets

  24,725

   2,177

9,892

  12,614

  51,963

26,820

   49,355

  273,185

   107,429

41,648

  59,160

   1,242

Cash and cash equivalents

5,340

  41

4,323

3,324

  23,295

   1,435

  115

  118,196

  16,284

   3,051

  47,792

   157

Other current assets

  19,385

   2,136

5,569

9,290

   28,668

25,385

   49,240

  154,989

  91,145

38,597

  11,368

   1,085

Noncurrent assets

   155,324

  154,245

   102,709

   173,274

644,418

  228,456

463,831

  2,309,933

   1,139,607

  1,243,085

   991,170

  524,204

.

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

   180,049

  156,422

   112,601

   185,888

696,381

  255,276

513,186

  2,583,118

   1,247,036

  1,284,733

   1,050,330

  525,446

Current liabilities

  13,669

   2,212

8,003

  17,760

   33,949

26,776

   76,137

  120,886

  41,099

83,078

   523,351

  140,759

Financial liabilities

   -

  -

3,110

5,190

   25,153

   7,387

   13,188

52,625

9,928

45,939

   489,017

65,697

Other current liabilities

  13,669

   2,212

4,893

  12,570

  8,796

19,389

   62,949

68,261

  31,171

37,139

  34,334

75,062

Noncurrent liabilities

   -

  -

  31,594

  49,531

315,589

  105,934

187,554

  845,764

   391,712

  600,784

  63,427

54,373

Financial liabilities

   -

  -

  27,426

  43,171

308,859

70,633

115,732

  747,709

   378,528

  561,700

   -

  -

Other noncurrent liabilities

   -

  -

4,168

6,360

  6,730

35,301

   71,822

98,055

  13,184

39,084

  63,427

54,373

Equity

   166,380

  154,210

  73,004

   118,597

346,843

  122,566

249,495

  1,616,468

   814,225

  600,871

   463,552

  330,314

.

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income

   -

  -

  20,433

  37,559

   56,553

38,148

   64,428

  433,833

   310,380

  322,855

   570,237

  337,614

Operating costs and expenses

  (969)

(122)

   (3,341)

   (11,906)

(12,042)

(4,008)

(2,851)

   (237,779)

  (204,412)

   (185,789)

(497,852)

(321,966)

Financial results

   (24,062)

5

   (1,213)

  (3,596)

(32,674)

(6,432)

  (10,934)

  (66,462)

(73,693)

  (58,703)

   (80,255)

   225

Equity in income of subsidiaries

   101,543

   8,987

   -

  -

-

  -

-

  -

   -

  -

   -

  -

Income tax and social contribution

   -

  -

   (1,426)

  (1,822)

   (2,810)

  (11,355)

  (18,125)

  (44,061)

   (9,429)

  (25,924)

2,724

  (5,354)

Net income

  76,512

   8,870

  14,453

  20,235

  9,027

16,353

   32,518

85,531

  22,846

52,439

  (5,146)

10,519

Other comprehensive income

  (9,669)

  -

   -

  -

-

  -

-

  -

   -

  -

   -

  -

Total comprehensive income

 66,843

   8,870

  14,453

  20,235

  9,027

16,353

   32,518

85,531

  22,846

52,439

  (5,146)

10,519

Investment interest - %

   49.0

  49.0

   51.0

   80.0

20.0

  49.0

49.0

  49.0

   49.0

  24.5

   50.1

  49.0

Investment book value

 81,526

75,563

  37,232

  94,878

   69,369

60,057

122,253

  792,069

   398,969

  147,213

   232,240

  161,855

(a) Balances adjusted to accounting practices.

17.3 Parent Company

 

Headquarters

Main activity

Interest %

12.31.2014

Copel

Copel GeT

São Bento

Cutia

Non-
controlling shareholders

Copel Geração e Transmissão S.A. (Copel GeT)

Curitiba/PR

Generation and transmission of electricity

100.00

-

-

-

-

Copel Distribuição S.A.

Curitiba/PR

Distribution and sales of electricity

100.00

-

-

-

-

Copel Telecomunicações S.A.

Curitiba/PR

Telecommunications and communications services

100.00

-

-

-

-

Copel Renováveis S.A.

Curitiba/PR

Control and management of interests

100.00

-

-

-

-

Copel Participações S.A.

Curitiba/PR

Control and management of interests

100.00

-

-

-

-

Nova Asa Branca I Energias Renováveis S.A. (a)

S. Miguel do Gostoso/RN

Generation of electricity from wind sources

100.00

-

-

-

-

Nova Asa Branca II Energias Renováveis S.A. (a)

Parazinho/RN

Generation of electricity from wind sources

100.00

-

-

-

-

Nova Asa Branca III Energias Renováveis S.A. (a)

Parazinho/RN

Generation of electricity from wind sources

100.00

-

-

-

-

Nova Eurus IV Energias Renováveis S.A. (a)

Touros/RN

Generation of electricity from wind sources

100.00

-

-

-

-

Santa Maria Energias Renováveis S.A. (a)

Maracanaú/CE

Generation of electricity from wind sources

100.00

-

-

-

-

Santa Helena Energias Renováveis S.A. (a)

Maracanaú/CE

Generation of electricity from wind sources

100.00

-

-

-

-

Ventos de Santo Uriel S.A. (a)

João Câmara/RN

Generation of electricity from wind sources

100.00

-

-

-

-

Cutia Empreendimentos Eólicos SPE S.A.

São Paulo/SP

Control and management of interests

100.00

-

-

-

-

Companhia Paranaense de Gás - Compagás

Curitiba/PR

Distribution of piped gas

51.00

-

-

-

49.00

Elejor - Centrais Elétricas do Rio Jordão S.A.

Curitiba/PR

Generation of electricity generation

70.00

-

-

-

30.00

UEG Araucária Ltda.

Curitiba/PR

Production of electricity from natural gas

20.00

60.00

-

-

20.00

São Bento Energia, Investimentos e Participações S.A.

São Paulo/SP

Control and management of interests

100.00

-

-

-

-

GE Olho D’Água S.A.

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

100.00

-

-

GE Boa Vista S.A.

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

100.00

-

-

GE Farol S.A.

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

100.00

-

-

GE São Bento do Norte S.A.

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

100.00

-

-

Central Geradora Eólica São Bento do Norte I S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

Central Geradora Eólica São Bento do Norte II S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

Central Geradora Eólica São Bento do Norte III S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

Central Geradora Eólica São Miguel I S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

Central Geradora Eólica São Miguel II S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

Central Geradora Eólica São Miguel III S.A. (a)

São Bento do Norte/RN

Generation of electricity from wind sources

-

-

-

100.00

-

 

F-40

 

F-67


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

17.3.1Summarized financial statements of subsidiaries with non-controlling interest

 

Compagas

Elejor

UEG Araucária

12.31.2014

 

 

 

 

ASSETS

634,221

719,621

1,236,838

Current assets

323,872

51,471

815,529

Non-current assets

310,349

668,150

421,309

 

 

 

 

LIABILITIES

634,221

719,621

1,236,838

Current liabilities

286,277

124,950

275,907

Noncurrent liabilities

69,918

509,855

8,857

Equity

278,026

84,816

952,074

 

 

 

 

STATEMENT OF INCOME

 

 

 

Net operating revenue

1,748,045

241,205

2,134,822

Operating costs and expenses

(1,664,860)

(134,835)

(1,514,198)

Financial result

1,832

(77,506)

28,648

Taxes

(24,651)

(9,679)

(177,617)

Net income for the year

60,366

19,185

471,655

Other comprehensive income

(1,548)

(1,832)

-

Comprehensive income total

58,818

17,353

471,655

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

Cash flow from operating activities

98,002

62,623

306,647

Cash flow from investing activities

(79,912)

158

(135,528)

Cash flow from financing activities

46,907

(81,633)

(190,000)

TOTAL EFFECTS ON CASH AND CASH EQUIVALENTS

64,997

(18,852)

(18,881)

Cash and cash equivalents at the beginning of the period

34,427

47,584

21,843

Cash and cash equivalents at the end of the period

99,424

28,732

2,962

CHANGE IN CASH AND CASH EQUIVALENTS

64,997

(18,852)

(18,881)

 

As at December 31, 2017, Copel's interest in the commitments assumed from its joint ventures is equivalent to R$141,744 (R$503,546 as at December 31, 2016) and in contingent liabilities is equivalent to R$38,218 (R$834 as at December 31, 2016).

17.418.4  Joint venturesDominó Holdings S.A.

At the Extraordinary General Meeting held on March 13, 2017, the shareholders approved the capital reduction of Dominó Holding, without cancellation of shares, through the delivery of all common shares issued by Sanepar, owned by Dominó Holdings, in the proportion of its interests. As a consequence, Copel Energia became the direct holder of 7,956,306 common shares of Sanepar, measured at their fair value at R$73,361, determined based on the discounted cash flow method. These shares were settled on December 18, 2017, as per Note 16.1.

18.5 Total balances of the groups of assets, liabilities, net income and share in contingent liabilities of the main associates

12.31.2014

Headquarters

Main activity

Equity + Advance for future capital increase

Interest %

Book value

 of share

capital

Copel

Copel PAR

Copel GeT

Dominó Holdings S.A. (17.4.1)

Curitiba/PR

Interest in sewage treatment company

459,866

-

49.00

-

225,334

Costa Oeste Transmissora de Energia S.A.

Curitiba/PR

Transmission of electricity

46,910

-

-

51.00

23,924

Marumbi Transmissora de Energia S.A. (a)

Curitiba/PR

Transmission of electricity

79,684

-

-

80.00

63,747

Transmissora Sul Brasileira de Energia S.A.

Curitiba/PR

Transmission of electricity

366,454

-

-

20.00

73,291

Caiuá Transmissora de Energia S.A.

Curitiba/PR

Transmission of electricity

91,349

-

-

49.00

44,761

Integração Maranhense Transmissora de Energia S.A. (a)

Rio de Janeiro/RJ

Transmission of electricity

187,419

-

-

49.00

91,835

Matrinchã Transmissora de Energia (TP NORTE) S.A. (a)

Curitiba/PR

Transmission of electricity

904,617

-

-

49.00

443,262

Guaraciaba Transmissora de Energia (TP SUL) S.A. (a)

Curitiba/PR

Transmission of electricity

297,917

-

-

49.00

145,979

Paranaíba Transmissora de Energia S.A. (a)

Rio de Janeiro/RJ

Transmission of electricity

278,810

-

-

24.50

68,308

Mata de Santa Genebra Transmissão S.A. (a)

Rio de Janeiro/RJ

Transmission of electricity

52,198

-

-

50.10

26,151

Cantareira Transmissora de Energia S.A.

Rio de Janeiro/RJ

Transmission of electricity

31,169

-

-

49.00

15,273

Voltalia São Miguel do Gostoso Participações S.A. (17.4.2)

São Paulo/SP

Percentage of share capital

106,981

49.00

-

-

52,421

(a) Pre-operating stage.

 

 

 

 

 

 

Dona Francisca

Foz do Chopim

 

 12.31.2017 

 12.31.2016 

 12.31.2017 

 12.31.2016 

ASSETS

           138,079

           151,563

             61,163

             48,937

Current assets

             10,304

             19,311

             21,553

             11,043

Noncurrent assets

           127,775

           132,252

             39,610

             37,894

.

 

 

 

 

LIABILITIES

           138,079

           151,563

             61,163

             48,937

Current liabilities

               4,144

               5,306

               1,808

               2,336

Noncurrent liabilities

               4,443

               3,982

             22,776

               7,553

Equity

           129,492

           142,275

             36,579

             39,048

.

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

Net operating income

             70,716

             70,208

             40,441

             40,762

Operating costs and expenses

           (30,379)

           (34,074)

           (21,124)

           (10,130)

Financial income (expense)

                  835

               1,453

                  809

                  795

Income tax and social contribution

             (2,632)

             (3,275)

             (1,547)

             (1,580)

Net income

             38,540

             34,312

             18,579

             29,847

Other comprehensive income

                      -

                      -

                      -

                      -

Total comprehensive income

             38,540

             34,312

             18,579

             29,847

Investment interest - %

           23.0303

           23.0303

               35.77

               35.77

Investment book value

             29,821

             32,766

             13,084

             13,967

     

F-41

 

F-68


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

17.4.1Dominó Holdings S.A.

At the Extraordinary Meeting held on March 28, 2014 shareholders of Dominó Holdings approved the redemption and cancellation of 150,431,809 common shares in the capital of Dominó Holdings. The full redemption of the shares of one of the shareholders and the resizing of the other shareholders' ownership interest caused Copel's share of the capital of Dominó Holdings to increase from 45% to 49%.

On December 29, 2014, Dominó Holdings' shares were transferred from Copel to Copel Participações by the equity value of R$226,889, recorded in November 30, 2014.

17.4.2Voltalia São Miguel do Gostoso I Participações S.A.

On September 1, 2014, Copel acquired 49% of the shares of Voltalia São Miguel do Gostoso Participações S.A. The authorization right resulting from the acquisition, in the amount of R$11,693, will start to be amortized when the wind-farms of Voltalia's subsidiaries start business operations, which is expected for March 2015, and will continue until maturity, in April 2047. On December 18, 2014, aiming at meeting a requirement by the venture’s financial agent, Voltalia São Miguel do Gostoso I Participações S.A., was created with capital being paid in solely with Voltalia São Miguel do Gostoso Participações S.A. shares. Thus, Copel’s investee became the holding company and will manage the venture.

17.4.3Main groups of assets, liabilities and results of joint ventures

 

Dominó (a)

Costa Oeste

Marumbi

Transmissora Sul Brasileira

Caiuá

Integração Maranhense

Matrinchã

Guaraciaba

Paranaíba

Mata de Santa Genebra

Cantareira

Voltália

12.31.2014

.

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

470,097

92,085

128,894

730,831

223,598

377,605

1,551,898

751,893

654,665

102,175

34,836

106,981

Current assets

19,578

1,739

10,234

54,544

25,544

30,952

76,872

39,425

295,667

40,385

2,186

704

Cash and cash equivalents

2,459

692

10,011

33,008

7,251

753

73,749

37,171

294,062

39,772

1

1

Other current assets

17,119

1,047

223

21,536

18,293

30,199

3,123

2,254

1,605

613

2,185

703

Noncurrent assets

450,519

90,346

118,660

676,287

198,054

346,653

1,475,026

712,468

358,998

61,790

32,650

106,277

.

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

470,097

92,085

128,894

730,831

223,598

377,605

1,551,898

751,893

654,665

102,175

34,836

106,981

Current liabilities

10,231

9,777

12,175

37,872

30,239

15,388

62,348

430,464

369,264

49,977

480

-

Financial liabilities

-

2,817

1,376

20,756

5,865

10,440

24,637

401,144

354,527

49,557

-

-

Other current liabilities

10,231

6,960

10,799

17,116

24,374

4,948

37,711

29,320

14,737

420

480

-

Noncurrent liabilities

-

37,736

70,547

346,505

102,010

174,798

958,098

23,512

6,591

-

3,187

-

Financial liabilities

-

32,579

33,347

321,184

82,876

136,541

528,634

-

-

-

-

-

Advance for future capital increase

-

2,338

33,512

20,000

-

-

373,165

-

-

-

-

-

Other non-current liabilities

-

2,819

3,688

5,321

19,134

38,257

56,299

23,512

6,591

-

3,187

-

Equity

459,866

44,572

46,172

346,454

91,349

187,419

531,452

297,917

278,810

52,198

31,169

106,981

.

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenue

-

43,468

87,434

206,965

78,290

92,381

813,467

458,024

285,982

61,493

29,613

-

Operating costs and expenses

(1,996)

(38,163)

(73,433)

(171,992)

(67,548)

(73,680)

(819,071)

(461,491)

(288,874)

(64,274)

(29,385)

-

Financial income

(10,502)

(1,006)

556

(19,309)

(4,815)

(7,989)

117,192

56,824

22,441

480

118

-

Equity in income

95,591

-

-

-

-

-

-

-

-

-

-

1,098

Provisions for income and social

 

 

 

 

 

 

 

 

 

 

 

 

contribution taxes

 

(1,716)

(2,918)

(1,666)

(1,825)

(3,484)

(49,236)

(21,150)

(6,599)

-

(168)

-

Income (loss) for the year

83,093

2,583

11,639

13,998

4,102

7,228

62,352

32,207

12,950

(2,301)

178

1,098

.

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

1,009

-

-

-

-

-

-

-

-

-

-

-

Comprehensive income total

84,102

2,583

11,639

13,998

4,102

7,228

62,352

32,207

12,950

(2,301)

178

1,098

.

 

 

 

 

 

 

 

 

 

 

 

 

(a) Practices adjusted to those of Copel.

F-42


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

17.5 Associates

12.31.2014

Headquarters

Main activity

Equity + Advance for
future capital increase

Percentage of
Copel
%

Book value of share
capital

Cia. de Saneamento do Paraná - Sanepar (17.5.1)

Curitiba/PR

Basic Sanitation

3,702,336

7.6252

282,311

Dona Francisca Energética S.A.

Agudo/RS

Electric power

234,073

23.0303

53,908

Foz do Chopim Energética Ltda.

Curitiba/PR

Electric power

41,674

35.77

14,907

Carbocampel S.A.

Figueira/PR

Coal mining

3,104

49.00

1,521

Dois Saltos Empreendimentos de Geração de Energia Elétrica Ltda. (a)

Curitiba/PR

Electric power

2,400

30.00

720

Copel Amec S/C Ltda.- under judicial liquidation

Curitiba/PR

Services

401

48.00

192

Escoelectric Ltda.

Curitiba/PR

Services

336

40.00

134

Sercomtel S.A. Telecomunicações (b)

Londrina/PR

Telecommunications

-

45.00

-

(a) Pre-operating stage.

(b) Investment reduced to zero in 2013 due to asset impairment tests.

 

17.5.1Companhia de Saneamento do Paraná - Sanepar

On April 17, 2014,As at December 31, 2017, Copel's interest in the Company started holding a direct interestcontingent liabilities of 36,343,267 preferred shares (PN) of Sanepar,its associates is equivalent to 14.86% of preferred shares and 7.6252% of total share capital,R$58,194 (R$55,565 as approved at the Extraordinary General Meeting (EGM) of Dominó Holdings, held on March 28, 2014. This direct interest in Sanepar is a result of the following measures adopted by Dominó Holdings: (i) the conversion of common preferred shares of Sanepar into preferred shares, in the proportion of one new preferred to each common share converted; and (ii) reduction of share capital through the transfer of preferred shares of Sanepar to shareholders of Dominó Holdings.December 31, 2016).

17.5.2Main groups of assets, liabilities and results of associates

12.31.2014

Sanepar (a)

Dona Francisca (a)

Foz do Chopim

.

 

 

 

ASSETS

7,452,990

260,014

44,977

Current assets

558,580

82,304

5,971

Non-current assets

6,894,410

177,710

39,006

.

 

 

 

LIABILITIES

7,452,990

260,014

44,977

Current liabilities

764,481

22,819

2,701

Noncurrent liabilities

2,986,173

3,122

602

Equity

3,702,336

234,073

41,674

.

 

 

 

STATEMENT OF INCOME

 

 

 

Net operating revenue

2,617,040

108,741

40,180

Operating costs and expenses

(1,956,277)

(53,053)

(15,229)

Financial result

(109,568)

7,324

68

Provisions for income and social contribution taxes

(129,609)

(19,256)

(1,348)

Net income for the year

421,586

43,756

23,671

.

 

 

 

Other comprehensive income

8,296

-

-

Comprehensive income total

429,882

43,756

23,671

.

 

 

 

(a) Practices adjusted to those of Copel.

F-43


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

1819     Property, Plantplant and Equipmentequipment

The Company records assets used in administrative and commercial facilities for generation of electric power and telecommunication services in property, plant and equipment. Investments in electric power transmission and distribution and in piped gas distribution are recorded in financial assets and/or intangible assets as per IAS 38, IFRIC 12 (Notes 4.3.9 and 4.6).

On initial adoption of IFRS, property, plant and equipment were measured at fair value with recognition of their deemed cost.

Under Articles 63 and 64 of Decree no. 41,019,No. 41,019/1957 and Article 19 of Decree No. 2,003/1996, the assets and facilities used mostly in the generation of power are attached to these services and cannot be withdrawn, sold, assigned, or mortgaged without the prior written consent of the regulatory agency. ANEELResolution no. 20/1999,No. 691/2015, however, regulates the release of assets from the concessions of the Public Electric Power Service, granting prior authorization to release the property and other fixed assets not usable by the concession when they are destined for sale, and also determining that the sales proceeds less respective charges be deposited in a restricted bank account to be invested in the concession. For concession contracts of the use of public property (UBP) type, infrastructure usage restrictions are set forth in article 19 of ANEEL Decree no. 2,003/96.

18.1 PP&E by company

 

 

Accumulated

 

 

Accumulated

 

 

Cost

depreciation

12.31.2014

Cost

depreciation

12.31.2013

In service

 

 

 

 

 

 

Copel

17

-

17

5

-

5

Copel Geração e Transmissão (a)

12,442,625

(7,628,429)

4,814,196

12,483,418

(7,370,317)

5,113,101

Copel Telecomunicações

539,076

(334,092)

204,984

504,115

(312,251)

191,864

Elejor

595,074

(158,705)

436,369

594,856

(140,657)

454,199

UEG Araucária

717,218

(297,991)

419,227

685,801

(263,587)

422,214

Cutia

19

(19)

-

-

-

-

GE Boa Vista

59,652

(3,993)

55,659

-

-

-

GE Farol

87,885

(5,869)

82,016

-

-

-

GE Olho D’Água

135,896

(9,062)

126,834

-

-

-

GE São Bento do Norte

128,286

(8,555)

119,731

-

-

-

  

14,705,748

(8,446,715)

6,259,033

14,268,195

(8,086,812)

6,181,383

In progress

 

 

 

 

 

 

Copel

306

-

306

24

-

24

Copel Geração e Transmissão (a)

1,216,378

-

1,216,378

1,475,064

-

1,475,064

Copel Telecomunicações

238,706

-

238,706

174,113

-

174,113

Elejor

13,567

-

13,567

13,292

-

13,292

UEG Araucária

1,721

-

1,721

478

-

478

Cutia

41,907

-

41,907

-

-

-

Nova Asa Branca I

88,508

-

88,508

14,184

-

14,184

Nova Asa Branca II

34,999

-

34,999

12,135

-

12,135

Nova Asa Branca III

60,374

-

60,374

13,124

-

13,124

Nova Eurus IV

35,624

-

35,624

12,496

-

12,496

Santa Maria

109,439

-

109,439

36,013

-

36,013

Santa Helena

128,690

-

128,690

39,432

-

39,432

Ventos de Santo Uriel

53,736

-

53,736

11,894

-

11,894

GE Boa Vista

3,185

-

3,185

-

-

-

GE Farol

2,700

-

2,700

-

-

-

GE Olho D’Água

7,328

-

7,328

-

-

-

GE São Bento do Norte

7,987

-

7,987

-

-

-

  

2,045,155

-

2,045,155

1,802,249

-

1,802,249

 

16,750,903

(8,446,715)

8,304,188

16,070,444

(8,086,812)

7,983,632

(a) Net cost of provision for impairment.

F-44

 

F-69


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

18.219.1  PP&EProperty, plant and equipment by type of accountasset class

       

 

 

Accumulated

 

 

Accumulated

 

 

Cost

depreciation

12.31.2014

Cost

depreciation

12.31.2013

In service

 

 

 

 

 

 

Reservoirs, dams and aqueducts

7,619,405

(4,642,025)

2,977,380

7,618,902

(4,493,402)

3,125,500

Machinery and equipment

5,256,847

(2,720,761)

2,536,086

4,793,335

(2,551,632)

2,241,703

Buildings

1,520,232

(1,029,827)

490,405

1,519,516

(997,021)

522,495

Land

277,620

(5,214)

272,406

263,620

(2,481)

261,139

Vehicles

44,388

(33,183)

11,205

60,833

(33,884)

26,949

Aircrafts

17,067

(5,770)

11,297

 

 

 

Furniture and fixtures

16,774

(9,935)

6,839

11,989

(8,392)

3,597

(-) Provision for impairment (a)

(46,571)

-

(46,571)

-

-

-

(-) Special obligations

(14)

-

(14)

-

-

-

  

14,705,748

(8,446,715)

6,259,033

14,268,195

(8,086,812)

6,181,383

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

Cost

2,805,865

-

2,805,865

1,802,264

-

1,802,264

(-) Provision for impairment (a)

(760,710)

-

(760,710)

-

-

-

(-) Special obligations

-

-

-

(15)

-

(15)

 

2,045,155

-

2,045,155

1,802,249

-

1,802,249

 

16,750,903

(8,446,715)

8,304,188

16,070,444

(8,086,812)

7,983,632

(a) Related to concession assets of electricity generation (NE nº 18.11).

       

 

 

Accumulated

 

 

Accumulated

 

 

Cost

depreciation

12.31.2017

Cost

depreciation

12.31.2016

In service

 

 

 

 

 

 

Reservoirs, dams and aqueducts

        6,638,348

       (4,071,621)

        2,566,727

        6,595,895

       (3,912,383)

        2,683,512

Machinery and equipment

        5,320,736

       (2,654,801)

        2,665,935

        5,309,674

       (2,645,702)

        2,663,972

Buildings

        1,500,144

          (989,221)

           510,923

        1,498,841

          (954,470)

           544,371

Land

           277,665

            (15,287)

           262,378

           277,112

            (12,351)

           264,761

Vehicles and aircraft

             59,101

            (48,759)

             10,342

             60,914

            (45,243)

             15,671

Furniture and tools

             16,990

            (11,476)

               5,514

             16,771

            (10,989)

               5,782

(-) Provision for impairment (19.9)

             (4,986)

                        -

             (4,986)

           (77,318)

                        -

           (77,318)

(-) Special Obligations

                  (56)

                     18

                  (38)

                  (56)

                     10

                  (46)

 

      13,807,942

       (7,791,147)

        6,016,795

      13,681,833

       (7,581,128)

        6,100,705

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

Cost

        5,023,013

                        -

        5,023,013

        3,969,703

                        -

        3,969,703

(-) Provision for impairment (19.9)

      (1,210,358)

                        -

      (1,210,358)

      (1,136,105)

                        -

      (1,136,105)

 

        3,812,655

                        -

        3,812,655

        2,833,598

                        -

        2,833,598

 

      17,620,597

       (7,791,147)

        9,829,450

      16,515,431

       (7,581,128)

        8,934,303

       

 

18.3 Changes in Property, Plant and Equipment

 

 

Property, plant and equipment

 

Balances

in service

in progress

Consolidated

As of 1.01.2013

5,499,913

2,371,840

7,871,753

Effect of first consolidation of subsidiaries

-

65,519

65,519

Acquisitions

-

420,227

420,227

Fixed assets for projects

1,054,115

(1,054,115)

-

Transfers to accounts receivable related to concession

1,405

157

1,562

Transfers of (to) accounts receivable related to concession

 

 

 

Resolution 367/2009

1,742

(2,824)

(1,082)

Transfers from (to) intangible assets (Note 19.1)

(165)

2,660

2,495

Depreciation quotas to profit and loss

(366,016)

-

(366,016)

Depreciation quotas - Pasep/Cofins credits

(1,032)

-

(1,032)

Write-offs

(1,262)

(1,215)

(2,477)

Write-offs - Resolution 367/2009

(7,317)

-

(7,317)

As of 12.31.2013

6,181,383

1,802,249

7,983,632

Effect of first consolidation of subsidiaries

389,407

13,300

402,707

Acquisitions

-

894,575

894,575

Acquisitions - transactions not involving cash

-

120,134

120,134

Provision for impairment losses

(46,571)

(760,710)

(807,281)

Provision for claims added to the cost of the works

-

11,887

11,887

Financial charges transferred to the cost of the works

-

27,852

27,852

Fixed assets for projects

105,184

(105,184)

-

Transfers to accounts receivable related to concession

11,073

-

11,073

Transfers of intangible assets (Note 19.1)

-

41,360

41,360

Depreciation quotas to profit and loss

(374,157)

-

(374,157)

Depreciation quotas - Pasep/Cofins credits

(1,924)

-

(1,924)

Write-offs

(5,362)

(308)

(5,670)

As of 12.31.2014

6,259,033

2,045,155

8,304,188

F-70

F-45


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

18.4 Changes in Property, PlantFor the years ended December 31, 2017, 2016 and Equipment by type of account

 

Balance as of

 

 

 

 

Balance as of

 

1.01.2014

Additions

Depreciation

Write-offs

Transfers

12.31.2014

Land

328,362

28,246

(2,733)

-

-

353,875

Reservoirs, dams and aqueducts

3,165,733

48,058

(148,624)

-

-

3,065,167

Buildings, civil works and improvements

530,349

62,197

(32,806)

(84)

(2,567)

557,089

Machinery and equipment

2,629,296

705,815

(184,780)

(5,598)

43,493

3,188,226

Vehicles

27,347

5,161

(5,742)

(38)

(11,581)

15,147

Airplane

-

-

(284)

-

11,581

11,297

Furniture and fixtures

7,978

421

(1,112)

(21)

1,799

9,065

(-) Provision for impairment

-

(807,281)

-

-

-

(807,281)

Others

1,294,567

607,257

-

71

9,708

1,911,603

 

7,983,632

649,874

(376,081)

(5,670)

52,433

8,304,188

 

Balance as of

 

 

 

 

Balance as of

 

1.01.2013

Additions

Depreciation

Write-offs

Transfers

12.31.2013

Land

310,891

19,952

(2,481)

-

-

328,362

Reservoirs, dams and aqueducts

3,024,040

253,350

(150,608)

(11)

38,962

3,165,733

Buildings, civil works and improvements

484,996

80,706

(33,869)

(288)

(1,196)

530,349

Machinery and equipment

2,541,016

287,019

(173,945)

(8,601)

(16,193)

2,629,296

Vehicles

29,834

3,176

(5,663)

-

-

27,347

Furniture and fixtures

8,161

3,269

(482)

(107)

(2,863)

7,978

Others

1,472,815

(161,726)

-

(787)

(15,735)

1,294,567

 

7,871,753

485,746

(367,048)

(9,794)

2,975

7,983,632

18.5 Effects of Law No. 12,783/2013 in fixed assets from the generation segment

On September 12, 2012, Provisional Measure 579 (MP 579) was published, which governs the extension for generation, transmission and distribution of electric power concessions, obtained by Law 9,074 of 1995. Decree 7,805/12 which regulates MP 579 was published on September 17, 2012. In accordance with MP 579/12, the companies which have contracts for generation, transmission and distribution of power concessions, maturing between 2015 and 2017, have the option of extending the concession terms, at the discretion of the granting authority, once, for a period of up to 30 years, provided that they accept early maturity of their existing contracts for December 2012. This extension is subject to the acceptance of certain conditions established by the granting authority, such as: i) fixed income according to criteria established by ANEEL; ii) agreement to service quality standards set by ANEEL; iii) agreement with established amounts as compensation for the assets linked to the concession.

The Company has not expressed interest in extending the generation concessions falling due until 2017 (note 35.2.5) and therefore, the occurrence of MP 579 and subsequent regulations published for these generators, will not affect the cash flow forecast until the end of the current concessions, except for the impairment testing described in Note 18.11 regarding the cash-generating units with indications of asset impairment in 2014.

F-46


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Decree 7,805/12 confirms the assumption currently adopted by the Company for impairment tests of assets, as it clarifies the condition of compensation19.2 Changes in property, plant and equipment

 

Balance as of 
January 1, 2017  

Additions / 
(Reversal) of  
impairment  


Depreciation 

Loss on 
disposal 


Transfers 

Balance as of 
December 31, 2017 

In service

 

 

 

 

 

 

Reservoirs, dams and aqueducts

   2,683,512

-

  (144,484)

(2,160)

29,859

   2,566,727

Machinery and equipment

   2,663,971

-

  (188,988)

  (37,685)

  228,637

   2,665,935

Buildings

  544,372

-

(36,347)

(773)

   3,671

   510,923

Land

   264,761

-

   (2,935)

  (3)

   555

   262,378

Vehicles and aircraft

  15,671

-

   (5,492)

  (6)

   169

  10,342

Furniture and tools

5,782

-

   (803)

   (12)

   547

5,514

(-) Provision for impairment (19.9)

(77,318)

   72,332

   -

 -

-

  (4,986)

(-) Special Obligations

(46)

-

  8

  -

-

(38)

 

   6,100,705

   72,332

  (379,041)

  (40,639)

  263,438

   6,016,795

In progress

 

 

 

 

 

 

Cost

   3,969,703

1,318,336

   -

  (23,869)

   (241,157)

   5,023,013

(-) Provision for impairment (19.9)

(1,136,105)

  (74,253)

   -

  -

-

(1,210,358)

 

   2,833,598

1,244,083

   -

  (23,869)

   (241,157)

   3,812,655

 

   8,934,303

1,316,415

  (379,041)

  (64,508)

22,281

  9,829,450

       
       

 

Balance as of
January 1, 2016

Additions


Depreciation

Loss on

disposal

Transfers

Balance as of

December 31, 2016

In service

 

 

 

 

 

 

Reservoirs, dams and aqueducts

   2,830,290

  -

  (142,986)

(555)

(3,237)

   2,683,512

Machinery and equipment

   2,855,110

  -

  (185,254)

  (11,143)

   5,259

   2,663,972

Buildings

   581,554

  -

(37,246)

(1,971)

   2,034

   544,371

Land

   267,623

  -

   (2,935)

  (7)

  80

   264,761

Vehicles and aircraft

  20,205

  -

   (4,861)

(142)

   469

  15,671

Furniture and tools

6,236

  -

   (835)

 (4)

   385

5,782

(-) Provision for impairment (19.9)

   (15,095)

  (62,223)

   -

  -

-

   (77,318)

(-) Special Obligations

(14)

  -

  8

  -

   (40)

(46)

 

   6,545,909

  (62,223)

  (374,109)

  (13,822)

   4,950

   6,100,705

In progress

 

 

 

 

 

 

Cost

   2,851,078

  1,301,856

   -

  (13,580)

   (169,651)

   3,969,703

(-) Provision for impairment (19.9)

(704,305)

   (431,800)

   -

  -

-

(1,136,105)

 

   2,146,773

  870,056

   -

  (13,580)

   (169,651)

   2,833,598

 

   8,692,682

  807,833

  (374,109)

  (27,402)

   (164,701)

   8,934,303

       

F-71


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the new replacement value (Consolidated Financial Statements, continued

valor novo de reposiçãoFor the years ended December 31, 2017, 2016 and 2015

or VNR,All amounts expressed in Portuguese)thousands of Brazilian reais, unless otherwise stated

19.3 Effects on property, plant and equipment of the end date and the extension of the electric power generation concessions and the quota regime

Since September 12, 2012, with issuance of Provisional Measure No. 579, enacted into Law No. 12,783/2013, hydroelectric and thermoelectric power generation concessions may be extended, only once, at the discretion of the granting authority,Granting Authority for a period of up to 30 and 20 years, respectively.

Extension of concessions for hydroelectric power generation is subject to acceptance of certain conditions established by the Granting Authority, such as: (i) change in remuneration to tariff calculated by ANEEL for each plant; (ii) allocation of the residual balanceplant’s physical power and capacity guarantee shares to concessionaires and licensees of distribution utilities; (iii) submission to service quality standards determined by ANEEL; and (iv) agreement with amounts established as indemnity of assets related to the concession.

With the expiration of SHP Rio dos Patos, HPP GPS and HPP Mourão concessions, investments subject to indemnity were transferred to account “Accounts receivable related to the concession extension”, considering the right to indemnity (Note 11).

Also in relation to current regulation, the concessionaire must request the extension of the assets recordedconcession in each concession.advance of up to 60 months before the term end of hydroelectric power generation plants, and of up to 24 months for thermoelectric plants.

The Company's managementCurrent regulatory framework also determines that, if the concessionaire opts to extend the concession, the Granting Authority may advance the effects of the extension by up to 60 months from the final agreement term or the concession term, defining the initial tariff.

If the concession period is not extended, the Concession Grantor will open an auction or bid for a concession period of up to 30 years, considering as bid winner, the lowest tariff value and the highest offer to pay onerous grant.

Both in cases of early extension as new bid for a new concession term, Management understands it has an assured contractual right with respect to compensationreceive an indemnity of the assets linkedrelated to the end of the public service concessions, using in the calculation of recoverybased on the new replacement value (VNR), that will consider accumulated depreciation and amortization as of the date of startupinitial operation of the facility.

ForDecree 9,271, published on January 25, 2018, allows the plants covered by Law 12,783, the Company showed interest within ANEEL in receivingFederal Government to grant a new concession agreement for an additional amounts related30-years period to the sharecompany winning the bid for privatization of investments linkedelectric power public service concession. For this purpose, the project should be privatized at least 60 months before the end of the concession. In addition, the project will have its regime changed from economic operation to reversible assets, not yet amortized or depreciatedIndependent Power Generation and not indemnified, and should formalizewill have an amount payable for the proof of achievement of such investments with said regulatory agency after the expiration of most concessions scheduled for July 2015.Grant Bonus.

18.619.4  Average depreciation rates

 

Average rate of depreciation (%)

12.31.2014

12.31.2013

 31.12.2017 

 31.12.2016 

Generation

 

 

 

 

General equipment

6.38

6.92

                       6.33

                       6.31

Machinery and equipment

3.36

3.56

                       3.59

                       2.29

Generators

3.37

3.43

                       3.21

                       3.04

Reservoirs, dams and ducts

2.13

2.35

                       2.11

                       2.13

Hydraulic turbines

3.32

3.63

                       2.61

                       2.57

Gas and steam turbines

2.30

2.30

                       2.30

                       2.30

Water cooling and treatment

4.39

4.39

                       4.00

                       3.99

Gas conditioner

4.39

4.39

                       4.00

                       3.66

Wind power plant unit

5.00

5.00

                       3.85

                       3.85

Central management

 

 

 

 

Buildings

3.33

3.33

                       3.33

                       3.33

Machinery and office equipment

6.25

6.25

                       6.25

                       6.25

Furniture and fixtures

6.20

6.25

                       6.25

                       6.25

Vehicles

14.29

14.29

                     14.29

                     14.29

Telecommunications

 

 

 

 

Transmission equipment

6.87

7.70

                       6.36

                       6.90

Terminal equipment

14.60

10.50

                     12.09

                     13.41

Infrastructure

7.18

6.30

                       7.45

                       7.43

 

F-47

 

F-72


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Depreciation of the assets which are part of the original project of Mauá, Colíder, Cavernoso II, Santa Clara and Fundão HPPs

Copel GeT has assets from the original project of Mauá, Colíder and Cavernoso II Hydroelectric Power Plants,

The and Elejor of Santa Clara and Fundão Hydroelectric Power Plant, for which the Company does not expect to receive full guarantee from the Granting Authority that it will indemnify the Company by the end of the concession period for the residual value of the assets which are part of the original project from Mauá and Colíder Hydroelectric Power Plants, both concession of Copel Geração e Transmissão, are considered by Granting Authority without full guarantee of indemnify for the residual value of the assets by the end of the concession period.project. This interpretation is grounded in lawbased on Law No. 8,987/95 and Decree No. 2,003/96.96, which regulates the production of electricity by independent producers.

Accordingly, from the date these assets start operations they are depreciated at the rates set by ANEEL (Brazilian Electricity Regulatory Agency), limited to the concession period.

As established on concession agreements, subsequent investments not forecast in the original project, provided that they are approved by the Granting Authority and have not yet been amortized, will be indemnified by the end of concessions. Therefore, these assets will be depreciated at the rates set by ANEEL, from the operating starting.start.

F-73


18.7COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

19.5  Costs of loans, financing and debentures capitalized

The costs of loans, financing and debentures capitalized during 2017 amounted to R$2,297, at an average rate of 0.09% p.a. (R$7,142, at an average rate of 0.26% p.a., during 2016).

19.6 HPP Colíder Hydroelectric Power Plant (HPP)

On July 30, 2010, at the ANEEL Auction of Power from New Projects 003/10, Copel Geração e Transmissão S.A.GeT won the rights to the concession of the Colíder Hydroelectric Power Plant, valid for 35 years from the date of signature of Concession Contract no.Agreement No. 001/11-MME-HPP Colíder, which took place on January 17, 2011.

This project is included in the Federal Government’s Growth Acceleration Program (PAC) and will comprise a main powerhouse ratedof 300 MW, which is enough to supply approximately one million people. The facility will take advantage of the hydroelectric potential discovered on the Teles Pires River, between the towns of Nova Canaã do Norte and Itaúba, in the northern region of the State of Mato Grosso.

The National Bank for Economic and Social Development (BNDES) approved the classification of the HPP Colíder project for financial support feasibility analysis and the signed financing agreement amounted to R$1,041,155. In1,041,155 (Note 23). Until December 2013,31, 2017, the financing amount of R$840,106975,108 was released, accordingreleased.

Due to note 22.5.

The startacts of God and force majeure, such as fire at the construction site, and public power acts that created difficulties involving environmental licenses, among other setbacks, such as delays in delivery of equipment, in electromechanical assembly services and in the construction of the transmission line of the power plant, the project timeframe was adversely affected, leading to postponement of the commercial operationgeneration of Unit 1the power plant, whose first generating unit is scheduled for April 30, 2016expected to be operational byJune2018, whilst the third and Units 2 and 3 to May and June 2016, respectively.last one is expected by November 2018. As a result of these events, a balance of estimated losses on impairment of assets is recorded as shown in Note 19.9.

The Colíder Hydroelectric Power Plant’s power output was sold at an ANEEL auction at a final price of R$103.40/MWh, as of July 1, 2010, adjusted according to the variation of the IPCA inflation index to R$134.95/MWh163.41 as of December 31, 2014. A total of2017. 125 averages MW were sold, for supply starting inon January 2015, for 30 years. Copel GeT submitted an application to ANEEL to exclude its responsibility, so that the obligation to supply energy could be postponed. In a first judgment, the request was not accepted, Copel GeT filed an application for reconsideration of the decision, which was also denied on March 14, 2017. Not agreeing with the decision, Copel GeT filed again an application for reconsideration, which was definitely denied on July 4, 2017 Copel GeT filled a lawsuit in the court on December 18, 2017, requesting the reversal of the decision of the Agency, and it was granted, in April 2018, the request for the anticipation of guardianship with the preliminary effect for postponement of the supply of energy sold.

Copel Geração e Transmissão requestedGeT has complied with its commitments of energy supply as follows:

·From January 2015 to May 2016 - with energy surpluses not contracted in its other plants;

·From June 2016 to December 2018 - with partial reduction, in June 2016, through a waiverbilateral agreement; and from July 2016 to December 2018, with reduction of responsibility with the Aneel in order postpone the obligation for the electricityall supply sold. The request is under analysis by Aneel.

The assured powercontracts of the project, establishedCCEARs - EnergyTrading Agreement in its concessionthe Regulated Environment, through a bilateral agreement is 179.6 averages MW, after full motorization.

The expendituresand participation in this venture on December 31, 2014 totaled R$1,595,148.

Total commitments already assumed with suppliers of equipmentthe New Energy and services in connection with the Colíder Hydroelectric Power Plant amounted toR$210,761 as of December 31, 2014.Decrease Clearing Facility (“Mecanismo de Compensação de Sobras e Déficits de Energia Nova - MCSD-EN”).

F-48

 

F-74


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

On July 14, 2017, the assured power of the project was revised by MME Ordinance No. 213/SPE, going to 178.1 average MW, after full set-up.

At December 31, 2017, the expenditures incurred on HPP Colíder presented a balance of R$2,197,630.

19.7 Joint operations - consortiums

The amounts recorded under property, plant and equipment referring to the participations of Copel GeT in consortiums are shown below:

     

 

Share

Annual average

 

 

Joint operations

Copel GeT (%)

depreciation rate  (%)

12.31.2017

12.31.2016

In service

 

 

 

 

HPP Mauá (Consórcio Energético Cruzeiro do Sul)

51.0

 

     859,917

     859,917

(-) Accumulated depreciation

 

3.43

    (147,086)

    (117,625)

 

 

 

     712,831

     742,292

In progress

 

 

 

 

HPP Baixo Iguaçu (19.7.1)

30.0

 

     640,178

     390,420

 

 

 

     640,178

     390,420

 

 

 

  1,353,009

  1,132,712

     

19.7.1Consórcio Empreendedor Baixo Iguaçu - Cebi

The purpose of the consortium is to build and operate the project known as Baixo Iguaçu Hydroelectric Plant, with minimum installed capacity of 350.20 MW and physical guarantee revised to 171.3 MW. The plant is located on the Iguaçu River between the municipalities of Capanema and Capitão Leônidas Marques, and between the Governador José Richa Hydroelectric Plant and the Iguaçu National Park, in the State of Paraná.

F-75


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The start of commercial operation of the three units is scheduled for the fourth quarter of 2018. The previous schedule has been changed due to the suspension of the Installation License, as per the decision of the Federal Court of the 4th Region (TRF-RS), held on June 16, 2014, that stopped the construction work as of July of that year. In March 2015, a decision authorizing the Company to resume construction work was published. However, Instituto Chico Mendes de Conservação da Biodiversidade - ICMBio imposed additional conditions for granting an environmental license to the Company, which prevented it from resuming construction work. Cebi sent IAP - Environmental Institute of Paraná the information necessary for those conditions to be met and in August 2015 the license was issued. Having obtained the IAP license, and after technical and contractual adjustments required due to the long downtime, the works were resumed on February 2, 2016.

On August 23, 2016, the Company signed the 2nd Amendment to the Concession Agreement with the purpose of formalizing the redefinition of the work schedule, acknowledging in favor of Cebi the exclusion of responsibility for the delay in implementing the project for a period of 756 days, which was considered as an extension of the concession period, which originally was until August 19, 2047 and became September 14, 2049. On November 7, 2017, ANEEL acknowledged through the Authorization No. 3,770 an additional period of 46 days for exclusion of responsibility relating to the recurring invasions of the construction site, between May and October 2016.

The constructions and electromechanical assembly of the powerhouse enabled the installation/positioning of important parts of the turbine-generator set, in October and November 2017. The river diversion to enable the last phase of the construction is scheduled to be carried out in May 2018.

19.8 Cutia wind farm project

The largest Copel wind farm called Cutia is under construction, and is divided into two large complexes:

·Cutia Complex: composed of seven wind farms (Guajiru, Jangada, Potiguar, Cutia, Maria Helena, Esperança do Nordeste and Paraíso do Ventos do Nordeste) with 180.6 MW of total installed capacity, 71.4 average MW of assured power, all located in the State of Rio Grande do Norte. The power that will be generated by the farms was sold on the 6th Reserve Auction that was held on October 31, 2014, at an average historical price of R$144.00/MWh, inflation adjusted according to the variation of the IPCA to R$176,64 as of December 31, 2017, and the forecast for commercial generation of these farms is scheduled for July 2018; and

F-76


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

·Bento Miguel Complex: composed of six wind farms (São Bento do Norte I, São Bento do Norte II, São Bento do Norte III, São Miguel I, São Miguel II and São Miguel III) with a total installed capacity of 132.3 MW, 58.1 average MW assured power, all also located in the State of Rio Grande do Norte. The power that will be generated by the farms was sold on the 20th New Energy Auction that was held on November 28, 2014, at an average historical price of R$136.97/MWh, inflation adjusted according to the variation of the IPCA to R$167,16 as of December 31, 2017. The initial forecast for commercial generation of these farms is January 2019.

The following are the relevant milestones for the execution of the works from January 2016 to December 2017. In January 2016, the environmental licenses were obtained, beginning the access road runs, bases and assembly platform of the generator set. In April 2016, construction of the Cutia Substation was started, with installed capacity of three 120 MVA transformers and twenty-six 34.0 kV circuits, two circuits for each wind farm. In October 2016, with the advanced stage of construction services in some farms, the first generator sets began to be delivered, and Torres Productive Center began operating, a structure in which precast elements that will constitute the towers of support of the wind turbines are being produced. In January 2017, the process of assembling the towers of the wind turbines began.

As a result of the review of the recoverable amount of these projects, a balance of estimated losses on impairment of assets is recorded as demonstrated in Note 19.9.

F-77


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

18.819.9  Consórcio TapajósEstimated losses on impairment of generation segment assets

Copel Geração e Transmissão has signedBased on previous indicators of impairment, of assumptions representing the Company management best estimates, of the methodology set forth by IFRIC 12 - Concessions and of measurement of value in use, a Technical Cooperation Agreement with eight other companiesnumber of power plants or cash generating units of the generation segment were tested.

The calculation of the value in use was based on discounted operating cash flows over the time of concessions, maintaining the Company’s current commercial conditions. The rate used to conduct studies ondiscount the Tapajóscash flows was set in light of the WACC (Weighted Average Cost of Capital) methodology and Jamanxim Rivers,CAPM (Capital Asset Pricing Model) methodology for the generation business, considering usual market parameters.

Internal references such as the budget approved by the Company, historical or past data, updating of the timeframe of work and amount of investments for projects in course support the design of key assumptions by Company management. In the same framework, external references such as level of consumption of electric power, expansion of the economic activity in Brasil and the availability of water resources support the key information about estimated cash flows.

Worth noting is that a number of assumptions used by Company management when determining future cash flows can be affected by uncertain events, which, in its turn, may give rise to variation in results. Changes in the North Regionpolitical and economic model, for example, may lead to upward trend when projecting country risk-rating, increasing the discount rates used in tests.

All in all, the tests addressed the following key assumptions:

·Growth compatible with historical data and perspective for the Brazilian economy growth;

·Specific discount rates (pre-tax and after-tax) for the segments tested, obtained through the methodology usually applied by the market, taking into consideration the weighted average cost of Brazil, comprising an integrated environmental assessmentcapital;

·Projected revenue in accordance with the agreements in force, without any expectation for renewal of concession/authorization;

·Expenses broken into cash generating units, projected in view of the budget approved by the Company; and viability and environmental studies of five hydroelectric

·The Company addressed all its generation projects totaling 10,682 MW of installed capacity estimated in the studies’ phase.as independent cash generating units.

The expenditures on this project on December 31, 2014 totaled R$14,359.

18.9 Consórcio Empreendedor Baixo Iguaçu

On August 27, 2013 Copel Geração e Transmissão entered into a consortiumprojects with Geração Céu Azul S.A., with ownership percentage of 30% and 70%, respectively, to build and operate the Baixo Iguaçu Hydroelectric Power Plant, with a minimum installed capacity of 350.20 MW, located in Iguaçu River, between the municipalities of Capanema and Capitão Leônidas Marques, and between HPP Governador José Richa and the Iguaçu National Park, in Paraná State, which runs on 3 Kaplan turbines. This consortium was named "Consórcio Empreendedor Baixo Iguaçu" - CEBI.

The start of commercial operation of Unit 1 is scheduled forimpairment balances recorded at December 31, 2017 and Units 2 and 3 for January and February 2018, respectively, andhavechanged due toare the suspension of the Installation License, as per the decision of the Federal Court of the 4th Region (TRF-RS), held on June 16, 2014, and that paralyzed the works as of its receipt on July 7, 2014.following:

The expenditures on this project on December 31, 2014 totaled R$216,570.

18.10 Commitments with wind farms

Total commitments assumed with suppliers of equipment and services related to wind farmshave an expected amount ofR$330,000 on December 31, 2014.

18.11 Asset impairment from generation segment

The main principles underpinning the conclusions of Copel’s impairment tests are listed below:

·lowest level of cash generating unit: generation concessions are analyzed individually;

·recoverable amount: value in use, or an amount equivalent to the discounted cash flows (before taxes) resulting from the continuous use of an asset until the end of its useful life; and

·assessment of value in use: based on future cash flows in constant currency, converted to current value according to a real discount rate, before income taxes.

The respective cash flows are estimated based on actual operational results, on the Company's annual corporate budget, as approved by the Board of Directors, on the resulting multi-year budget, and on future trends in the power sector.

     

 

Property, Plant and Equipment 

Value in use

 

Cost

Depreciation

Impairment

Projects

 

 

 

 

HPP Colíder (a)

           2,217,391

                (1,859)

            (683,021)

           1,532,511

Wind power complex Cutia (a)

           1,083,474

                          -

            (224,510)

              858,964

Wind power complex Bento Miguel (a)

              217,121

                          -

              (98,231)

              118,890

Consórcio Tapajós (b)

                14,464

                          -

              (14,464)

                          -

Power plants in Paraná (a)

              864,761

              (59,743)

            (195,118)

              609,900

 

           4,397,211

              (61,602)

         (1,215,344)

           3,120,265

(a) Under construction

    

(b) Project under development

    

F-49

 

F-78


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

As forFor the time frame for the analysis, the Company takes into account the expiration date of each concession.

As for market growth, Copel’s projections are consistent with historical datayears ended December 31, 2017, 2016 and the Brazilian economy's growth prospects.

The respective cash flows are discounted at average discount rates that range between 7% and 8%, obtained through a methodology commonly employed by the market, supported by the regulator and approved by the Company’s senior management.

The Company's management understands it has an assured contractual right with respect to compensation of the assets linked to the end of the public service concessions, using in the calculation of recovery the new replacement value (VNR). Thus, the principle of valuation of residual assets upon expiration of concessions has been established as the book value of these assets.

In the year 2014, the Company reviewed the recoverable value of its assets due mainly to indicators arising from long periods with low levels of rainfall and environmental legal restrictions.

Hydroelectric generation sources in 2014 were heavily impacted by the prolonged drought, causing decreased net supply of the Company's power as a result of the relevant water deficit percentage (GSF).

The Company’s generation projects under construction have suffered impacts in 2014 with the temporary halt in the works due to environmental conditions and legal restrictions, in particular discussions on deforestation in the reservoir area with the Mato Grosso State’s Secretary Environment.

The review arose through recognition in the fiscal year’s income figures of an impairment loss for generation assets totaling R$807,281, of which R$678,529 refer to HPP Colíder assets under construction in the State of Mato Grosso, and R$128,752 that refer to assets located in the State of Paraná.

The impairment loss was included in operating costs, provisions and reversals, in the income statement (Note 32.5).

In 2013, despite of no indication of impairment loss of its operating assets, the Company performed the impairment testing and has not identified the need to form provision for impairment loss of fixed assets.

F-50


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

19Intangible Assets

         

 

 

Concession and

 

Concession

 

Right to use

 

 

 

 

authorization rights

 

contract

 

software

 

 

 

 

accumulated

 

accumulated

 

accumulated

 

 

 

cost

amortization (a)

cost

amortization (a)

cost

amortization (a)

Other

12.31.2014

In service

 

 

 

 

 

 

 

 

Assets with finite useful life

 

 

 

 

 

 

 

 

Copel Geração e Transmissão (c)

-

-

16,780

(1,941)

18,136

(8,802)

43

24,216

Copel Distribuição

-

-

3,593,663

(3,454,194)

-

-

-

139,469

Copel Distribuição - special liabilities (19.2)

-

-

(327,071)

302,734

-

-

-

(24,337)

Copel Telecomunicações

-

-

-

-

23,371

(13,249)

-

10,122

Compagas

-

-

275,245

(118,263)

5,325

(3,734)

-

158,573

Elejor (c)

-

-

263,920

(77,921)

-

-

3,510

189,509

UEG Araucária

-

-

-

-

401

(269)

-

132

Elejor

22,626

(6,602)

-

-

-

-

-

16,024

Cutia

8,712

-

-

-

-

-

-

8,712

São Bento (NE nº 17.1.1)

88,837

-

-

-

-

-

-

88,837

Nova Asa Branca I

54,979

-

-

-

-

-

-

54,979

Nova Asa Branca II

55,087

-

-

-

-

-

-

55,087

Nova Asa Branca III

53,342

-

-

-

-

-

-

53,342

Nova Eurus IV

56,583

-

-

-

-

-

-

56,583

Santa Maria

29,421

-

-

-

-

-

-

29,421

Santa Helena

31,674

-

-

-

-

-

-

31,674

Ventos de Santo Uriel

14,871

-

-

-

-

-

-

14,871

São Bento do Norte I

2,518

-

-

-

-

-

-

2,518

São Bento do Norte II

2,518

-

-

-

-

-

-

2,518

São Bento do Norte III

2,289

-

-

-

-

-

-

2,289

São Miguel I

2,289

-

-

-

-

-

-

2,289

São Miguel II

2,289

-

-

-

-

-

-

2,289

São Miguel III

2,289

-

-

-

-

-

-

2,289

 

430,324

(6,602)

3,822,537

(3,349,585)

47,233

(26,054)

3,553

921,406

Assets without indefinite useful life

 

 

 

 

 

 

 

 

Compagas

-

-

-

-

-

-

21

21

 

-

-

-

-

-

-

21

21

 

430,324

(6,602)

3,822,537

(3,349,585)

47,233

(26,054)

3,574

921,427

In progress

 

 

 

 

 

 

 

 

Copel

-

-

-

-

-

-

3,062

3,062

Copel Geração e Transmissão

-

-

24,983

-

6,969

-

151

32,103

Copel Distribuição

-

-

1,299,068

-

-

-

-

1,299,068

Copel Distribuição - special liabilities (19.2)

-

 

(199,650)

-

-

-

-

(199,650)

Copel Telecomunicações

-

-

-

-

5,355

-

450

5,805

Compagás

-

-

111,412

-

-

-

-

111,412

Nova Asa Branca I

-

-

-

-

-

-

44

44

Nova Asa Branca II

-

-

-

-

-

-

46

46

Nova Asa Branca III

-

-

-

-

-

-

250

250

Nova Eurus IV

-

-

-

-

-

-

57

57

Santa Maria

-

-

-

-

-

-

442

442

Santa Helena

-

-

-

-

-

-

38

38

Ventos de Santo Uriel

-

-

-

-

-

-

52

52

 

-

-

1,235,813

-

12,324

-

4,592

1,252,729

 

 

 

 

 

 

 

 

2,174,156

(a) Amortization during the concession/authorization as of the start of commercial operations of the enterprises.

(b) Annual amortization rate: 20%.

(c) Use of public property (UBP) right under an onerous concession.

F-51


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

         

 

 

Concession and

 

Concession

 

Right to use

 

 

 

 

authorization rights

 

contract

 

software

 

 

 

 

accumulated

 

accumulated

 

accumulated

 

 

 

cost

amortization (a)

cost

amortization (b)

cost

amortization (c)

Other

12.31.2013

In service

 

 

 

 

 

 

 

 

With defined useful life

 

 

 

 

 

 

 

 

Copel Geração e Transmissão (c)

-

-

15,884

(732)

17,734

(6,108)

43

26,821

Copel Distribuição

-

-

3,664,119

(3,269,508)

-

-

-

394,611

Copel Distribuição - special liabilities (19.2)

-

-

(326,007)

256,417

-

-

-

(69,590)

Copel Telecomunicações

-

-

-

-

22,386

(9,280)

-

13,106

Compagas

-

-

239,239

(101,937)

5,221

(3,296)

-

139,227

Elejor (c)

-

-

263,920

(69,141)

-

-

6,286

201,065

UEG Araucária

-

-

-

-

373

(206)

-

167

Elejor

22,626

(5,847)

-

-

-

-

-

16,779

Cutia

5,809

-

-

-

-

-

-

5,809

Nova Asa Branca I

51,659

-

-

-

-

-

-

51,659

Nova Asa Branca II

51,745

-

-

-

-

-

-

51,745

Nova Asa Branca III

49,948

-

-

-

-

-

-

49,948

Nova Eurus IV

53,154

-

-

-

-

-

-

53,154

Santa Maria

26,813

-

-

-

-

-

-

26,813

Santa Helena

28,955

-

-

-

-

-

-

28,955

Ventos de Santo Uriel

13,445

-

-

-

-

-

-

13,445

 

304,154

(5,847)

3,857,155

(3,184,901)

45,714

(18,890)

6,329

1,003,714

Without defined useful life

 

 

 

 

 

 

 

 

Compagas

-

-

-

-

-

-

21

21

 

-

-

-

-

-

-

21

21

 

304,154

(5,847)

3,857,155

(3,184,901)

45,714

(18,890)

6,350

1,003,735

In progress

 

 

 

 

 

 

 

 

Copel Geração e Transmissão

-

-

17,209

-

1,940

-

2,531

21,680

Copel Distribuição

-

-

1,091,217

-

-

-

-

1,091,217

Copel Distribuição - special liabilities (19.2)

-

 

(154,965)

-

-

-

-

(154,965)

Copel Telecomunicações

-

-

-

-

2,032

-

85

2,117

Compagás

-

-

70,716

-

-

-

-

70,716

Nova Asa Branca I

-

-

-

-

-

-

44

44

Nova Asa Branca II

-

-

-

-

-

-

44

44

Nova Asa Branca III

-

-

-

-

-

-

190

190

Nova Eurus IV

-

-

-

-

-

-

42

42

Santa Maria

-

-

-

-

-

-

447

447

Santa Helena

-

-

-

-

-

-

42

42

Ventos de Santo Uriel

-

-

-

-

-

-

52

52

 

-

-

1,024,177

-

3,972

-

3,477

1,031,626

 

 

 

 

 

 

 

 

2,035,361

(a) Amortization during the concession/authorization as of the start of commercial operations of the enterprises.

(b) Annual amortization rate: 20%.

(c) Use of public property (UBP) right under an onerous concession.

F-52


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

The Company reviewed the recoverable amount of property, plant and equipment and, as a result of these analyses, the impairment suffered the following changes:

      

 

Balance as of

Impairment
at the year

Balance as of

Impairment
at the year

Balance as of

 

January 1, 2016

December 31, 2016

December 31, 2017

In service

 

 

 

 

 

UEG Araucária (19.9.1)

                 -

        (69,073)

                     (69,073)

            69,073

                                -

Power plants in Paraná  (19.9.2)

      (15,095)

            6,850

                       (8,245)

              3,259

                       (4,986)

 

      (15,095)

        (62,223)

                     (77,318)

            72,332

                       (4,986)

In progress

 

 

 

 

 

HPP Colíder (19.9.3)

    (642,551)

          47,062

                   (595,489)

           (87,532)

                   (683,021)

Wind power complex Cutia (19.9.4)

                 -

      (232,827)

                   (232,827)

              8,317

                   (224,510)

Wind power complex Bento Miguel (19.9.4)

                 -

        (81,637)

                     (81,637)

           (16,594)

                     (98,231)

Consórcio Tapajós

                 -

        (14,464)

                     (14,464)

                      -

                     (14,464)

Power plants in Paraná  (19.9.2)

      (61,754)

      (149,934)

                   (211,688)

            21,556

                   (190,132)

 

    (704,305)

      (431,800)

                (1,136,105)

           (74,253)

                (1,210,358)

 

    (719,400)

      (494,023)

                (1,213,423)

             (1,921)

                (1,215,344)

      

F-79


19.1 COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

19.9.1UEG Araucária

In 2017 the calculation of value in use considered Company assumptions and budgets, discount rate of 7.66% after tax (8.01% p.a. in 2016), which stems from the WACC methodology for the electric power generation segment, plus additional risk associated with revenue variation. The reversal noted is justified mainly by the review of the discount rate and by the Company’s revised projections as to the expected variable unit cost (CVU) and power delivery.

19.9.2Power plants of Paraná

In 2017 the calculation of value in use of generation assets in the State of Paraná considered: (i) Company assumptions and budgets; (ii) for power plants in operation, pretax discount rate in constant currency of 8.11% (8.63% p.a. in 2016); and (iii) for power plants under modernization and/or construction, after-tax discount rate in constant currency of 5.35% p.a. (5.70% p.a. in 2016), which stem from the WACC methodology for the electric power generation segment. The reversal noted arises mainly from the review of the discount rate used.

19.9.3Colíder HPP

In 2017 the calculation of value in use considered Company assumptions and budgets and after-tax discount rate in constant currency of 5.35% p.a. (5.70% p.a. in 2016), which stems from the WACC methodology for the electric power generation segment. This additional provision was recognized mainly in connection with further delays for work completion, as well as increase in CAPEX expected for completion of the project. The current estimate for go-live of the first turbine isJune2018 (in 2016 the tentative date was December 2017).

19.9.4Cutia and Bento Miguel Wind Farms

In 2017 the calculation of the value in use considered the Company assumptions and budgets and pretax discount rate in constant currency of 7.11% (8.06% p.a. in 2016), which stems from the WACC methodology for the electric power generation segment, adjusted for the specific condition of taxation of those projects. The movements noted are justified mainly by the revision of the discount rate and by the revisions of projections, notably as to the assumption of power available for long-term sale.

As the Cutia Wind Farm is concerned, the reversal noted is justified mainly by the revision of the discount rate and by the revisions of the projected operating costs. The value of the reversal decreased by the change in the expected go-live in July 2018 (in 2016, the tentative date was October 2017).

On the other hand, as the Bento Miguel Wind Farm is concerned, the increase in the provision is driven mainly by the increase in estimated capex for the project. The amount of the provision was reduced by the change in the expectation of go-live beginning October 2018 (in 2016, the tentative date was January 2019).

F-80


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

19.9.5Cash generating units with no provision for impairment

Most of power plants with no impairment have a recoverable amount above the carrying amount of the PPE. The table below presents the percentage the recoverable amount (“VR”) exceeds carrying amount (“VC”) of PPE, calculated as follows: (recoverable amount / carrying amount -1). Also, the Company performed a sensitivity analysis, increasing the discount rate by 5% and by 10% for impairment risk assessment for each power plant. Based on such analysis, the sole project with an impairment risk is the Voltalia Wind Farm, as follows:

      

Cash generating unit

 

 

VR/VC-1

VR/VC-1

Impairment Risk

Discount rate

VR/VC-1

(5% Variation)

(10% Variation)

Complexo EOL São Bento

7.11%

55.28%

50.63%

46.22%

                                     -

Complexo EOL Brisa I

7.11%

37.47%

33.37%

29.47%

                                     -

Complexo EOL Brisa II

7.11%

8.26%

4.32%

0.60%

                                     -

Complexo EOL Voltalia (a)

7.11%

0.95%

-1.99%

-4.80%

                           10,772

Hydric Assets

 

 

 

 

 

Foz do Areia

8.11%

422.35%

416.91%

411.56%

                                     -

Segredo

8.11%

229.15%

222.11%

215.32%

                                     -

Caxias

8.11%

192.16%

185.52%

179.11%

                                     -

Guaricana

8.11%

63.71%

61.10%

58.55%

                                     -

Chaminé

8.11%

87.54%

84.92%

82.36%

                                     -

Chopim I

8.11%

149.27%

142.63%

136.28%

                                     -

São Jorge

8.11%

55.49%

53.29%

51.13%

                                     -

Melissa

8.11%

122.19%

116.80%

111.63%

                                     -

Desvio do Rio Jordão

8.11%

229.15%

222.11%

215.32%

                                     -

Palmas

8.11%

72.85%

67.51%

62.44%

                                     -

Elejor

8.11%

172.07%

165.68%

159.59%

                                     -

(a) Impairment value of the Complex as a whole. The write-off of Copel’s impairment loss consists only of the authorization

rights on acquisition of R$10,772 thousand (balance at December 31, 2017).

  

20     Changes in intangibleIntangible assets

.

        

 

 

 

 

Concession contract

Concession

 

Others

 

 

in

in

 

Special liabilities

and authorization

in

in

 

 

service

progress

in service

in progress

rights

service

progress

Total

As of 1.01.2013

946,895

966,299

(108,976)

(83,748)

23,343

38,535

6,804

1,789,152

Acquisitions

-

1,018,057

-

-

275,719

-

5,297

1,299,073

Customers contributions

-

-

-

(160,614)

-

-

-

(160,614)

ANEEL grant - use of public property

-

5,087

-

-

-

-

-

5,087

Transfers to accounts receivable related to concession

-

-

-

-

-

2,589

-

2,589

Transfers from (to) property, plant and equipment

-

-

-

-

-

165

(2,660)

(2,495)

Capitalizations for accounts receivable related to concession (Note 10.1)

-

(712,947)

-

82,878

-

-

-

(630,069)

Capitalizations for fixed assets in service

87,599

(87,599)

(6,519)

6,519

-

1,697

(1,697)

-

Amortization of quotas - concession and authorization

(272,967)

-

43,163

-

(755)

(6,627)

-

(237,186)

Amortization of quotas - Pasep/Cofins credits

(14,135)

-

2,460

-

-

(497)

-

(12,172)

Write-offs

(5,443)

(9,755)

282

-

-

(2,669)

(295)

(17,880)

Write-offs - Resolution 367/2009

(105)

-

-

-

-

(19)

-

(124)

As of 12.31.2013

741,844

1,179,142

(69,590)

(154,965)

298,307

33,174

7,449

2,035,361

Effect of first consolidation of subsidiaries

-

-

-

-

-

-

11,385

11,385

Acquisitions

-

1,105,649

-

-

126,170

-

22,751

1,254,570

Customers contributions

-

-

-

(168,933)

-

-

-

(168,933)

ANEEL grant - use of public property

-

8,669

-

-

-

-

-

8,669

Transfers to assets for future use

-

2,638

-

-

-

-

-

2,638

Transfer to investments (Note 17.2)

-

-

-

-

-

-

18,210

18,210

Transfers to property, plant and equipment (Note 18.3)

-

-

-

-

-

-

(41,360)

(41,360)

Capitalizations for accounts receivable related

 

 

 

 

 

 

 

 

to concession (Note 10.1)

-

(785,325)

-

119,829

-

-

-

(665,496)

Capitalizations for fixed assets in service

68,275

(68,275)

(4,419)

4,419

-

1,519

(1,519)

-

Amortization of quotas - concession and authorization

(294,681)

-

46,809

-

(755)

(7,159)

-

(255,786)

Amortization of quotas - Pasep/Cofins credits

(14,342)

-

2,500

-

-

(4)

-

(11,846)

Write-offs

(3,807)

(7,035)

363

-

-

-

-

(10,479)

Adjustment of financial assets available for sale

-

-

-

-

-

(2,777)

-

(2,777)

As of 12.31.2014

497,289

1,435,463

(24,337)

(199,650)

423,722

24,753

16,916

2,174,156

   

 

12.31.2017

12.31.2016

Distribution concession agreement (20.1)

              5,750,873

              5,513,381

Generation concession agreements/ authorization (20.2)

                 619,221

                 663,712

Concession agreement - gas distribution (20.3)

                   43,888

                 238,509

Others (20.4)

                   38,842

                   44,210

 

              6,452,824

              6,459,812

 

F-81


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

19.220.1  Copel DistribuiçãoDistribution concession agreement

.

 

 

 

 

 

 

 

 

 

Special liabilities

 

 

in service

in progress

in service

in progress

Total

Balance as of January 1, 2016

       7,230,163

          773,107

          (2,830,995)

               (40,763)

       5,131,512

Acquisitions

                      -

          892,693

                          -

                          -

          892,693

Customers contributions

                      -

                      -

                          -

             (122,809)

        (122,809)

Provision for claims added to the cost of the works

                      -

              3,430

                          -

                          -

              3,430

Transfers for accounts receivable related to concession

            (2,230)

          (56,740)

                          -

                          -

          (58,970)

Capitalizations for intangible in service

          743,351

        (743,351)

             (135,104)

              135,104

                      -

Amortization of quotas - concession and authorization (a)

        (395,255)

                      -

              121,075

                          -

        (274,180)

Amortization of quotas - PIS/Pasep and Cofins credits

          (11,270)

                      -

                          -

                          -

          (11,270)

Amortization of quotas appropriated in the cost of the work

               (292)

                 292

                          -

                          -

                      -

Loss on disposal

          (27,309)

          (19,716)

                          -

                          -

          (47,025)

Balance as of December 31, 2016

       7,537,158

          849,715

          (2,845,024)

               (28,468)

       5,513,381

Acquisitions

                      -

          757,709

                          -

                          -

          757,709

Customers contributions

                 628

                      -

                    (579)

             (125,983)

        (125,934)

Provision for claims added to the cost of the works

                      -

            (1,587)

                          -

                          -

            (1,587)

Transfers for accounts receivable related to concession (Note 10.1)

                      -

          (56,853)

                          -

                          -

          (56,853)

Capitalizations for intangible in service

          822,472

        (822,472)

             (128,351)

              128,351

                      -

Amortization of quotas - concession (a)

        (411,575)

                      -

              125,740

                          -

        (285,835)

Amortization of quotas - PIS/Pasep and Cofins credits

          (11,014)

                      -

                          -

                          -

          (11,014)

Loss on disposal

          (29,704)

          (12,066)

                  2,776

                          -

          (38,994)

Balance as of December 31, 2017

       7,907,965

          714,446

          (2,845,438)

               (26,100)

       5,750,873

(a) Amortization during the concession as of the start of commercial operations of the enterprises or based on the useful life of the assets, of the two the shortest.

F-82


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

In accordance with IFRIC 12 - Special liabilitiesAccounting concessions, the share of infrastructure that will be used during concession was recorded in intangible assets, composed of the assets of the electricity distribution, net of interests of consumers (special obligations).

Special liabilities comprise customers’ contributions, Federal Government budget grants, federal, state, and municipal funds, and special credits assigned to the investments in facilities related to a concession.

Special obligations are not onerous liabilities and are not the shareholder’s credits.

The scheduled date for settlement of these liabilities was the concession expiration date. ANEEL, by means of Regulatory Resolution no. 234/2006, as amended by Resolution no. 338/2008, established the guidelines, the applicable methodologies, and the initial procedures for the conductionamortization of the second cycle of the periodic tariff review involving the Brazilian power distribution utilities, changing the characteristics of these liabilities. Both the outstanding balance and new additions have been amortized as of July 1, 2008, pursuant to ANEEL Ruling no. 3,073/06 and Circular Letter no. 1,314/07. Amortizationspecial liabilities is calculated based onusing the same average rate of distribution activity.

According todepreciation of assets that comprises the regulations of ANEEL, special obligations should be recorded ininfrastructure, and the statement of financial position as an offset to the total intangible and financial assets. The balance of special obligations reportedliabilities contained in intangible assets will be fully amortized over the concession period.

Special obligations are not financial liabilities or shareholder’s credits.

F-20.2 53Generation concession agreement

.

 

 

 

 

 

Concession contract (a)

Concession and

 

 

in service

 in progress

authorization rights

Total

Balance as of January 1, 2016

            242,298

                5,557

                          416,272

  664,127

ANEEL grant - use of public property

                        -

                   742

                                     -

         742

Renegotiation of hydrological risk - GSF

              26,872

                        -

                                     -

    26,872

Amortization of quotas - concession and authorization (a)

            (14,890)

                        -

                          (13,139)

  (28,029)

Balance as of December 31, 2016

            254,280

                6,299

                          403,133

  663,712

ANEEL grant - use of public property

                        -

                   678

                                     -

         678

Amortization of quotas - concession and authorization (b)

            (17,837)

                        -

                          (13,139)

  (30,976)

Transfers to property, plant and equipment

                        -

                        -

                          (14,193)

  (14,193)

Balance as of December 31, 2017

            236,443

                6,977

                          375,801

  619,221

(a) Includes the balances of use of public asset and hydrological risk renegotiation.

(b) Amortization during the concession/authorization as of the start of commercial operations of the enterprises.

     

 

F-83


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

2020.3  Payroll, Social Charges and AccrualsConcession agreement - gas distribution

 

 

 

 

12.31.2014

12.31.2013

Social security liabilities

 

 

Taxes and social contributions

35,975

39,115

Social security charges on paid vacation and 13th salary

32,306

30,008

 

68,281

69,123

Labor liabilities

 

 

Payroll, net

1,252

2,524

Vacation and 13th salary

89,830

84,071

Profit sharing

93,153

80,048

Voluntary redundancy

72

3,871

Assignments to third parties

30

48

 

184,337

170,562

 

252,618

239,685

21Suppliers

   

 

12.31.2014

12.31.2013

Energy suppliers

757,174

581,968

Materials and services

509,674

373,195

Natural gas for resale

252,103

51,502

Charges for use of grid system

85,879

72,151

Natural gas and suppliers for the gas business - renegotiation Petrobras

-

63,544

 

1,604,830

1,142,360

Current

1,587,205

1,092,239

Noncurrent

17,625

50,121

.

 

 

 

 

in service

 in progress

Total

Balance as of January 1, 2016

             187,608

             119,100

             306,708

Acquisitions

                         -

               25,847

               25,847

Transfers for accounts receivable related to concession

                         -

              (68,737)

              (68,737)

Capitalizations for intangible in service

               35,934

              (35,934)

                         -

Amortization of quotas - concession and authorization (a)

              (25,251)

                         -

              (25,251)

Loss on disposal

                     (20)

                     (38)

                     (58)

Balance as of December 31, 2016

             198,271

               40,238

             238,509

Acquisitions

                         -

               13,745

               13,745

Transfers for accounts receivable related to concession

            (154,908)

              (24,501)

            (179,409)

Capitalizations for intangible in service

               10,011

              (10,011)

                         -

Amortization of quotas - concession (a)

              (28,753)

                         -

              (28,753)

Loss on disposal

                   (204)

                         -

                   (204)

Balance as of December 31, 2017

               24,417

               19,471

               43,888

(a)  Amortization during the concession as of the start of commercial operations of the enterprises or based on the useful life of the assets, of the two the shortest.

    

 

F-54F-84


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

21.120.4  Main Power purchase agreementsOther intangible assets

The power purchase agreements signed in the regulated power trading environment, shown at original value and adjusted annually according to the IPCA inflation index:

     

.

Supply

Energy purchased

Auction

Average purchase

 

period

(annual average MW)

date

price (R$/MWh)

Existing energy auction

 

 

 

 

1st Auction - Product 2007

2007 to 2014

37.49

12.07.2004

75.46

2nd Auction - Product 2008

2008 to 2015

52.05

04.02.2005

83.13

4th Auction - Product 2009

2009 to 2016

45.01

10.11.2005

94.91

5th Auction - Product 2007

2007 to 2014

49.52

12.14.2006

104.74

8th Auction - Product 2010 Q5

2010 to 2014

0.01

11.30.2009

99.14

8th Auction - Product 2010 D5

2010 to 2014

0.01

11.30.2009

80.00

10th Auction - Product 2012 Q3

2012 to 2014

15.60

11.30.2011

79.99

12th Auction - Product 2014 12M

01.01.2014 to 12.31.2014

328.91

12.17.2013

191.41

12th Auction - Product 2014 18M

01.01.2014 to 06.30.2015

19.49

12.17.2013

165.20

12th Auction - Product 2014 36M

01.01.2014 to 12.31.2016

162.86

12.17.2013

149.99

13th Auction - Product 2014-DIS

05.01.2014 to 12.31.2019

73.18

04.30.2014

262.00

13th Auction - Product 2014-QTD

05.01.2014 to 12.31.2019

187.22

04.30.2014

271.00

 

 

971.35

 

 

New energy auction

 

 

 

 

1st Auction - Product 2008 Hydro

2008 to 2037

3.61

12.16.2005

106.95

1st Auction - Product 2008 Term

2008 to 2022

25.10

12.16.2005

132.26

1st Auction - Product 2009 Hydro

2009 to 2038

3.54

12.16.2005

114.28

1st Auction - Product 2009 Term

2009 to 2023

40.88

12.16.2005

129.26

1st Auction - Product 2010 Hydro

2010 to 2039

69.87

12.16.2005

115.04

1st Auction - Product 2010 Term

2010 to 2024

65.01

12.16.2005

121.81

3rd Auction - Product 2011 Hydro

2011 to 2040

57.66

10.10.2006

120.86

3rd Auction - Product 2011 Term

2011 to 2025

54.22

10.10.2006

137.44

4th Auction - Product 2010 Term

2010 to 2024

15.44

07.26.2007

134.67

5th Auction - Product 2012 Hydro

2012 to 2041

53.24

10.16.2007

129.14

5th Auction - Product 2012 Term

2012 to 2026

115.38

10.16.2007

128.37

6th Auction - Product 2011 Term

2011 to 2025

9.89

09.17.2008

128.42

7th Auction - Product 2013 Hydro

2013 to 2042

-

09.30.2008

98.98

7th Auction - Product 2013 Term

2013 to 2027

110.96

09.30.2008

145.23

8th Auction - Product 2012 Hydro

2012 to 2041

0.01

08.27.2009

144.00

8th Auction - Product 2012 Term

2012 to 2026

0.15

08.27.2009

144.60

 

 

624.96

 

 

Structuring projects auction

 

 

 

 

Santo Antonio

2012 to 2041

91.71

12.10.2007

78.87

Jirau

2013 to 2042

217.49

05.19.2008

71.37

 

 

309.20

 

 

     

.

 

 

 

 

in service

 in progress

Total

Balance as of January 1, 2016

                   22,853

                   19,876

                   42,729

Acquisitions

                             -

                   10,187

                   10,187

Transfers from property, plant and equipment

                          25

                        341

                        366

Transfers from investments

                             -

                        122

                        122

Transfers from accounts receivable related to concession

                        150

                             -

                        150

Capitalizations for intangible in service

                   11,690

                  (11,690)

                             -

Amortization of quotas (a)

                    (8,936)

                             -

                    (8,936)

Amortization of quotas - PIS/Pasep and Cofins credits

                         (57)

                             -

                         (57)

Loss on disposal

                             -

                       (351)

                       (351)

Balance as of December 31, 2016

                   25,725

                   18,485

                   44,210

Acquisitions

                             -

                     6,932

                     6,932

Transfers from property, plant and equipment

                        105

                             -

                        105

Capitalizations for intangible in service

                     5,744

                    (5,744)

                             -

Amortization of quotas (a)

                    (8,809)

                             -

                    (8,809)

Amortization of quotas - PIS/Pasep and Cofins credits

                         (54)

                             -

                         (54)

Loss on disposal

                         (18)

                    (3,524)

                    (3,542)

Balance as of December 31, 2017

                   22,693

                   16,149

                   38,842

(a) Annual amortization rate: 20%.

   

F-55

 

F-85


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

20.5 Costs of loans, financing and debentures capitalized

The costs of loans, financing and debentures capitalized during 2017 amounted to R$4,497, at an average rate of 0.25% p.y. (R$7,608, at an average rate of 0.41% p.y. during 2016 and R$32,579, at an average rate of 1.78% p.y. in 2015).

21Payroll, social charges and accruals

 

 

 

 

12.31.2017

12.31.2016

Social security liabilities

 

 

Taxes and social contribution

                    49,748

                    50,016

Social security charges on paid vacation and 13th salary

                    32,686

                    35,570

 

                    82,434

                    85,586

Labor liabilities

 

 

Payroll, net

                      1,796

                         835

Vacation

                  106,450

                  111,021

Profit sharing

                    68,817

                    64,814

Voluntary termination

                    38,642

                    25,532

Profit sharing

                    15,828

                             9

 

                  231,533

                  202,211

 

                  313,967

                  287,797

   

22     Suppliers

   

 

12.31.2017

12.31.2016

Energy supplies

                 986,689

                 673,442

Materials and supplies

                 521,969

                 399,576

Natural gas for resale

                 101,026

                 132,985

Charges for use of grid system

                 117,362

                   86,347

 

              1,727,046

              1,292,350

Current

              1,683,577

              1,255,639

Noncurrent

                   43,469

                   36,711

   

F-86


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

23Loans and Financing

       

 

 

 

 

Current liabilities

 

Noncurrent liabilities

 

Principal

Charges

12.31.2014

12.31.2013

12.31.2014

12.31.2013

Foreign currency

 

 

 

 

 

 

STN (22.1)

-

596

596

2,154

70,601

62,661

Eletrobras

-

-

-

7

-

-

 

-

596

596

2,161

70,601

62,661

Local currency

 

 

 

 

 

 

Banco do Brasil (22.2)

570,202

157,837

728,039

716,067

830,446

886,893

Eletrobras (22.3)

49,460

24

49,484

49,329

81,277

130,427

Finep (22.4)

5,675

62

5,737

6,935

27,431

33,622

BNDES (22.5)

59,525

12,420

71,945

20,776

1,454,196

1,104,333

Banco do Brasil

 

 

 

 

 

 

BNDES onlending (22.6)

11,369

456

11,825

11,838

137,373

148,742

Promissory notes

-

-

-

150,000

-

-

 

696,231

170,799

867,030

954,945

2,530,723

2,304,017

 

696,231

171,395

867,626

957,106

2,601,324

2,366,678

       
           

 

 

 

Issue

Number of

Final

Annual rate p.y.

Finance

 

 

 

 

Contracts

Company

Date

installment

maturity

(interest + commission)

charges

Principal

12.31.2017

12.31.2016

Foreign currency

 

 

 

 

 

 

 

 

 

 National Treasury Department - STN

 

 

 

 

 

 

 

 

 

 (Secretaria do Tesouro Nacional)

 

 

 

 

 

 

 

 

 

(1)

Par Bond

Copel

05.20.1998

1

04.11.2024

6.0% + 0.20%

Half-yearly

          17,315

         52,768

            53,498

(1)

Discount Bond

Copel

05.20.1998

1

04.11.2024

1.1875%+0.20%

Half-yearly

          12,082

         36,502

            37,007

Total foreign currency

 

 

 

 

 

 

 

         89,270

            90,505

  

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

  Banco do Brasil

 

 

 

 

 

 

 

 

 

(2)

21/02155-4

Copel DIS

09.10.2010

2

08.15.2018

109.0% of DI

Half-yearly

        116,667

         60,049

          122,713

(3)

21/02248-8

Copel DIS

06.22.2011

2

05.16.2018

109.0% of DI

Half-yearly

        150,000

         75,601

          152,314

(4)

CCB 21/11062X

Copel DIS

08.26.2013

3

07.27.2018

106.0% of DI

Half-yearly

        151,000

         51,932

          151,359

(5)

CCB 330.600.773

Copel DIS

07.11.2014

3

07.11.2019

111.8% of DI

Half-yearly

        116,667

         80,699

          124,170

(6)

CFX 17/35959-7

Copel DIS

05.16.2017

2

05.06.2019

12.0%

Quarterly

          75,000

         75,291

                      -

(7)

CCB 21/00851-5

Copel DIS

06.30.2017

2

06.13.2019

11.0%

Quarterly

          38,889

         38,241

                      -

(8)

CCB 17/35960-0

Copel DIS

07.27.2017

2

07.17.2019

11.0%

Quarterly

          50,333

         51,073

                      -

(9)

CFX 17/35958-9

Copel DIS

08.15.2017

2

08.05.2019

11.0%

Quarterly

          58,333

         58,636

                      -

(10)

NCI 330.600.132

Copel

02.28.2007

3

02.28.2019

107.8% of DI

Half-yearly

        231,000

       157,707

          241,312

(11)

NCI 330.600.151

Copel

07.31.2007

3

07.31.2017

111.0% of DI

Half-yearly

          18,000

                  -

              6,366

(12)

CCB 306.401.381

Copel

07.21.2017

3

07.21.2020

120.0% of DI

Half-yearly

        640,005

       660,949

          677,177

(13)

NCI 306.401.445

Copel

02.24.2017

2

02.15.2020

124.5% of DI

Half-yearly

          77,000

         78,186

                      -

  

 

 

 

 

 

 

 

    1,388,364

       1,475,411

  Eletrobras

 

 

 

 

 

 

 

 

 

(14)

980/95

Copel DIS

12.22.1994

80

11.15.2018

8.0%

Quarterly

                 11

                  3

                     5

(14)

981/95

Copel DIS

12.22.1994

80

08.15.2019

8.0%

Quarterly

            1,169

              115

                 180

(14)

982/95

Copel DIS

12.22.1994

80

02.15.2020

8.0%

Quarterly

            1,283

                48

                   71

(14)

983/95

Copel DIS

12.22.1994

80

11.15.2020

8.0%

Quarterly

                 11

                77

                 103

(14)

984/95

Copel DIS

12.22.1994

80

11.15.2020

8.0%

Quarterly

                 14

                33

                   44

(14)

985/95

Copel DIS

12.22.1994

80

08.15.2021

8.0%

Quarterly

                 61

                23

                   29

(15)

142/06

Copel DIS

05.11.2006

120

09.30.2018

5.0% + 1.0%

Monthly

          74,340

           2,730

              6,369

(15)

206/07

Copel DIS

03.03.2008

120

08.30.2020

5.0% + 1.0%

Monthly

        109,642

         23,746

            32,648

(15)

273/09

Copel DIS

02.18.2010

120

12.30.2022

5.0% + 1.5%

Monthly

          63,944

           8,222

              9,866

  

 

 

 

 

 

 

 

         34,997

            49,315

  Caixa Econômica Federal

 

 

 

 

 

 

 

 

 

(15)

415.855-22/14

Copel DIS

03.31.2015

120

12.08.2026

6.0%

Monthly

            2,844

           5,087

              5,631

(16)

3153-352

Copel DIS

11.01.2016

36

01.15.2022

5.5 % above TJLP

Quarterly

               489

              498

                      -

  

 

 

 

 

 

 

 

           5,585

              5,631

  Finep

 

 

 

 

 

 

 

 

 

(17)

21120105-00

Copel TEL

07.17.2012

81

10.15.2020

4%

Monthly

          35,095

           8,855

            11,983

(17)

21120105-00

Copel TEL

07.17.2012

81

10.15.2020

3.5% + TR

Monthly

          17,103

           7,482

            10,043

  

 

 

 

 

 

 

 

         16,337

            22,026

  BNDES

 

 

 

 

 

 

 

 

 

(18)

820989.1

Copel GeT

03.17.2009

179

01.15.2028

1.63% above TJLP

Monthly

        169,500

       118,370

          128,722

(19)

1120952.1-A

Copel GeT

12.16.2011

168

04.15.2026

1.82% above TJLP

Monthly

          42,433

         26,078

            28,895

(20)

1120952.1-B

Copel GeT

12.16.2011

168

04.15.2026

1.42% above TJLP

Monthly

            2,290

           1,407

              1,559

(21)

1220768.1

Copel GeT

09.28.2012

192

07.15.2029

1.36% above TJLP

Monthly

          73,122

         55,357

            59,493

(22)

13211061

Copel GeT

12.04.2013

192

10.15.2031

1.49% above TJLP

Monthly

     1,041,155

       871,022

          923,982

(23)

13210331

Copel GeT

12.03.2013

168

08.15.2028

1.49% and 1.89%  above TJLP

Monthly

          17,644

         13,878

            15,017

(24)

15206041

Copel GeT

12.28.2015

168

06.15.2030

2.42% above TJLP

Monthly

          34,265

         25,899

            27,666

(25)

15205921

Copel GeT

12.28.2015

168

12.15.2029

2.32% above TJLP

Monthly

          21,584

         15,734

            16,860

(26)

14205611-A

Copel DIS

12.15.2014

72

01.15.2021

2.09% p.y. above TJLP

Monthly

          41,583

         21,266

            27,893

(26)

14205611-B

Copel DIS

12.15.2014

6

02.15.2021

2.09 p.y. above TR BNDES

Annual

          17,821

         15,384

            18,735

(27)

14205611-C

Copel DIS

12.15.2014

113

06.15.2024

6% p.y.

Monthly

          78,921

         50,949

            58,787

(28)

14205611-D

Copel DIS

12.15.2014

57

02.15.2021

TJLP

Monthly

               750

                29

                   38

(29)

14212711

Santa Maria

06.01.2015

192

08.15.2031

1.66% p.y. above TJLP

Monthly

          59,462

         51,578

            54,734

(29)

14212721

Santa Helena

06.01.2015

192

08.15.2031

1.66% p.y. above TJLP

Monthly

          64,520

         55,932

            59,355

(30)

11211521

GE Farol

03.19.2012

192

06.15.2030

2.34% p.y. above TJLP

Monthly

          54,100

         48,742

            52,053

(30)

11211531

GE Boa Vista

03.19.2012

192

06.15.2030

2.34% p.y. above TJLP

Monthly

          40,050

         36,034

            38,482

(30)

11211541

GE S.B. do Norte

03.19.2012

192

06.15.2030

2.34% p.y. above TJLP

Monthly

          90,900

         81,723

            87,275

(30)

11211551

GE Olho D'Água

03.19.2012

192

06.15.2030

2.34% p.y. above TJLP

Monthly

          97,000

         87,278

            93,229

  

 

 

 

 

 

 

 

    1,576,660

       1,692,775

  

 

 

 

 

 

 

 

 

 

(31)

Promissory notes

Copel GeT

12.29.2015

1

12.18.2017

117% of DI

Single
installment

        500,000

                  -

          581,909

(32)

Promissory notes

Copel GeT

05.12.2017

1

05.12.2019

117% of DI

Single
installment

        500,000

       529,919

                      -

  

 

 

 

 

 

 

 

       529,919

          581,909

  Banco do Brasil

 

 

 

 

 

 

 

 

 

      BNDES Transfer

 

 

 

 

 

 

 

 

 

(33)

21/02000-0

Copel GeT

04.16.2009

179

01.15.2028

2.13% above TJLP

Monthly

        169,500

       118,373

          128,721

  

 

 

 

 

 

 

 

       118,373

          128,721

Total local currency

 

 

 

 

 

 

 

    3,670,235

       3,955,788

 

 

 

 

 

 

 

 

 

    3,759,505

       4,046,293

 

 

 

 

 

 

 

 

Current

       784,666

       1,470,742

 

 

 

 

 

 

 

 

Noncurrent

    2,974,839

       2,575,551

           

 

22.1 Department of the National Treasury - STN

        

 

Nº of

Final

Amorti-

Interest rate p.y.

 

 

 

Type of bonus

installments

maturity

zation

(interest + commission)

Principal

12.31.2014

12.31.2013

Capitalization Bond

21

04.10.2014

semi-annual

8.0% + 0.20%

12,225

-

1,595

Par Bond

1

04.11.2024

sole

6.0% + 0.20%

17,315

42,107

37,385

Discount Bond

1

04.11.2024

sole

Libor Semi Annual+0.8125%+0.20%

12,082

29,090

25,835

 

 

 

 

 

 

71,197

64,815

 

 

 

 

 

Current

596

2,154

 

 

 

 

 

Noncurrent

70,601

62,661

Company:

     

Copel

     
        

Issue date:

     

05/20/1998

    
        

Guarantees:

    

Company’s centralized revenues account.

Deposited Collateral (Note 6.1): Par Bond in the amount of R$33,525 (R$26,671 on 12.31.2013), and Discount Bond in the amountof R$23,431 (R$18,700 on 12.31.2013).

        

Note:

       

The restructuring of medium and long-term debt in connection with the financing received under Law nº 4,131/62.

F-56F-87


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Allocation:

(1) The restructuring of medium and long-term debt in connection with the financing received under Law No. 4,131/1962.

(2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) Working capital.

(14) National Program for Watering - Proni.

(15) Rural Electricity Program - Luz para Todos.

(16)  Operation for the acquisition of machinery and/or equipment and IT and automation equipment.

(17) BEL project - ultra wide band intranet service (Ultra Wide Band - UWB).

(18) (33) Construction of the Mauá Hydroelectric Power Plant and its transmission system, in consortium with Eletrosul.

(19) Implementation of transmission line between substations Foz do Iguaçu and Cascavel Oeste.

(20) Purchase of machinery and equipment for implementation of the transmission line described above.

(21) Implementation of Cavernoso II SHP.

(22) Implementation of HPP Colíder and associated transmission system.

(23) Implementation of the 230/138kV Cerquilho III Substation.

(24) Implementation of transmission line Assis – Paraguaçu Paulista II.

(25) Implementation of transmission lines Londrina – Figueira and Salto Osório – Foz do Chopim C2.

(26) Investment in preservation of businesses, improvements, operational support and general investments in expansion.

(27) National machinery and equipment accredited by BNDES.

(28) Implementation, expansion and consolidation of projects and  Enterprises Social Investment Programs (ISE).

(29) (30) Construction and implementation of wind generating plant.

(31) Payment of grant – auction 012/2015, relative to HPP GPS.

(32) Payment of the first installment of Copel’s debentures and working capital improvement of Copel GeT.

Guarantees:

(1) Company’s centralized revenues account. Deposited Collateral (23.1).

(2) (3) Pledge until 360 days.

(2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (20) Credit assignment.

(14) (15) Own revenue, supported by power of attorney granted by a public instrument, and the issue of promissory notes and commercial duplicates equal to the number of installments falling due.

(16) Fiduciary assignment of trade notes.

(17) Withhold the amounts from the checking account in which revenues are deposited.

(18) (21) (33) Total revenue from the sale and/or transaction of CCEAR energy, related to the project, through Concession Agreement of
Attachment of Revenues, Account Management and Other Covenants.

(19) (20) Fiduciary assignment of rights under the Concession Agreement No. 027/2009-ANEEL, Transmission Service Provision Contract No.
09/2010-ONS and contracts for use of Transmission System, signed by the ONS, the Dealerships and the Transmission System users, including the total income from the provision of transmission services.

(22) Fiduciary assignment of rights under the Concession Agreement No. 01/2011MME-HPP Colíder and fiduciary assignment due to the Purchase and Sale of Energy (CCVEE) between Copel and BRF - Brasil Foods S.A.

(23) Fiduciary assignment of rights under the Public Service Concession Agreement for Electric Power Transmission No. 015/2010-ANEEL, signed between Copel and the Federal Government.

(24) Assignment of credit rights deriving from Concession Agreement No. 002/2013 - ANEEL.

(25) Assignment of credit rights deriving from Concession Agreement No. 022/2012 - ANEEL.

(26) (27) (28) Surety of Companhia Paranaense de Energia; fiduciary assignment of income and indemnity rights of the concession.

(29) Guarantee from Companhia Paranaense de Energia; pledge of shares; assignment of credit rights deriving from Electricity Agreement Reservation No. 153/2011; assignment of revenues arising from the project.

(30) Pledge of shares (GE Farol, GE Boa Vista, GE São Bento do Norte and GE Olho D'Água); assignment of receivables arising from the sale of electricity produced by the project; assignment of machinery and equipment assembled or built with the funds pegged to it.

(31) (32) Surety of Companhia Paranaense de Energia.

F-88


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

23.1 Collateral and escrow deposits - STN

Guarantees provided in the form of Par Bonds for R$44,548 (R$42,988 at December 31, 2016), and Discount Bonds in the amount of R$31,117 (R$30,086 at December 31, 2016), to be used to repay amounts of principal corresponding to STN contracts, when these payments are due on April 11, 2.024. The amounts are updated by applying the weighted average percentage changes of United States Treasury Zero Coupon bond prices, by the share of each series of the instrument in the portfolio of collateral for principal, provided in the context of the Brazilian Financing Plan from 1992.

23.2 Breakdown of loans and financing by currency and index

      

 

 

 

 

 

 

 

 

12.31.2017

    %

12.31.2016

    %

Foreign currency - change in currencies in the period (%)

 

 

 

 

U.S. Dollar

(1.32)

       89,270

       2.37

       90,505

       2.24

 

 

       89,270

       2.37

       90,505

       2.24

Local currency - accumulated index in the period (%)

 

 

 

 

CDI

6.89

  1,695,042

     45.09

  2,057,320

     50.84

TJLP

7.00

  1,629,198

     43.34

  1,743,974

     43.10

TR

0.00

       22,866

       0.61

       28,778

       0.71

Without indexer

-

     323,129

       8.59

     125,716

       3.11

 

 

  3,670,235

     97.63

  3,955,788

     97.76

 

 

  3,759,505

   100.00

  4,046,293

   100.00

      

23.3 Maturity of noncurrent installments

 

 

 

 

12.31.2017

Foreign currency

Local currency

Total

2019

                             -

              1,219,313

              1,219,313

2020

                             -

                 407,504

                 407,504

2021

                             -

                 141,144

                 141,144

2022

                             -

                 136,801

                 136,801

2023

                             -

                 135,156

                 135,156

After 2023

                   88,485

                 846,436

                 934,921

 

                   88,485

              2,886,354

              2,974,839

    

F-89


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

22.223.4  Banco do Brasil S.A.Changes in loans and financing

        

 

Issue

Nº of

Final

Interest rate p.y.

 

 

 

Contract

date

installment

maturity

(interest + commission)

Principal

12.31.2014

12.31.2013

Law 8,727/93 (a)

03.30.1994

240

03.01.2014

TJLP e IGP-M + 5.098%

28,178

-

66

21/02155-4 (b)

09.10.2010

3

08.15.2015

98.5% of average rate of CDI

350,000

173,240

311,286

21/02248-8 (c)

06.22.2011

1

06.01.2015

99.5% of average rate of CDI

150,000

205,642

184,735

CCB 21/11062X (d)

08.26.2013

3

07.27.2018

106.0% of average rate of CDI

151,000

171,209

152,135

CCB 330600773 (e)

07.11.2014

3

07.11.2019

111.8% of average rate of CDI

116,667

121,175

-

NC 330600129 (f)

01.31.2007

1

01.31.2014

106.5% of average rate of CDI

29,000

-

30,156

NC 330600132 (g)

02.28.2007

1

02.28.2019

106.2% of average rate of CDI

231,000

239,075

238,591

NC 330600151 (h)

07.31.2007

1

07.31.2019

106.5% of average rate of CDI

18,000

18,878

18,718

NC 330600156 (i)

08.28.2007

1

08.28.2014

106.5% of average rate of CDI

14,348

-

14,821

NC 330600157 (j)

08.31.2007

1

08.31.2014

106.5% of average rate of CDI

37,252

-

38,439

NC 330600609 (k)

08.19.2011

2

07.21.2016

109.41% of average rate of CDI

600,000

629,266

614,013

 

 

 

 

 

 

1,558,485

1,602,960

 

 

 

 

 

Current

728,039

716,067

 

 

 

 

 

Noncurrent

830,446

886,893

Companies:

       

Copel Distribuição: (a) (b) (c) (d) (e)

Copel: (f) (g) (h) (i) (j) (k)

        

Annual installments:

Together with the data is the interest accrued on the installments, in the amount of R$116,666, falling due on August 25, 2013and the other ones in the amount of R$116,667, falling due on July 11, 2014 and August 15, 2015: (b)

Together with the data is the interest accrued on the installments, in the amount of R$50,333, falling due on July 27, 2016,July 27, 2017 and July 27, 2018: (d)

Together with the data is the interest accrued on the installments, in the amount of R$38,889, falling due on July 11, 2017,July 11, 2018 and July, 11, 2019: (e)

        

Destination:

       

Debt renegotiation with the Federal Government: (a)

Working capital: : (b) (c) (d)

Only purpose of paying the debts: (e) (f) (g) (h) (i) (j) (k)

        

Guarantees:

       

Own revenue: (a)

Pledge until 360 days: (b) (c)

Credit assignment: (d) (e)

        

Observations:

       

On 02.28.2014, the additive correction and ratification of the NC 330600132 extended the maturity and changed the formof payment and financial charges. (f)

    

 

Foreign currency

Local currency

Total

Balance as of January 1, 2016

                   104,434

                3,972,626

                4,077,060

Funding

                               -

                     93,806

                     93,806

Charges 

                       3,909

                   448,161

                   452,070

Monetary and exchange variations

                   (13,878)

                     26,336

                     12,458

Amortization - principal

                               -

                 (226,973)

                 (226,973)

Payment - charges

                     (3,960)

                 (358,168)

                 (362,128)

Balance as of December 31, 2016

                     90,505

                3,955,788

                4,046,293

Funding

                               -

                   800,044

                   800,044

Charges 

                       3,868

                   395,081

                   398,949

Monetary and exchange variations

                     (1,184)

                     18,623

                     17,439

Amortization - principal

                               -

                 (971,187)

                 (971,187)

Payment - charges

                     (3,919)

                 (528,114)

                 (532,033)

Balance as of December 31, 2017

                     89,270

                3,670,235

                3,759,505

    

F-57

 

F-90


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

22.323.5  Eletrobras - Centrais Elétricas Brasileiras S.A.Covenants

The Company signed loan and financing agreements containing covenants that require economic and financial ratios to remain within pre-determined parameters, requiring annual fulfillment and other conditions to be observed, such as not promote any alteration to the Company’s shareholdings in the capital stock of subsidiaries that would alter control without prior consent. Failing to fulfill these conditions may lead to accelerated debt repayment and/or fines.

At December 31, 2017, all the conditions agreed had been fulfilled.

The financial covenants contained in the loan and financing agreements are presented below:

        

 

Issue

Nº of

Final

Interest rate p.y.

 

 

 

Contract

date

installment

maturity

(interest + commission)

Principal

12.31.2014

12.31.2013

1293/94 (a)

09.23.1994

180

06.30.2016

5.5 – 6.5% + 2.0%

307,713

50,237

83,362

980/95 (b)

12.22.1994

80

11.15.2018

8.0%

11

11

12

981/95 (c)

12.22.1994

80

08.15.2019

8.0%

1,169

311

376

982/95 (d)

12.22.1994

80

02.15.2020

8.0%

1,283

119

142

983/95 (e)

12.22.1994

80

11.15.2020

8.0%

11

154

179

984/95 (f)

12.22.1994

80

11.15.2020

8.0%

14

72

77

985/95 (g)

12.22.1994

80

08.15.2021

8.0%

61

99

47

002/04 (h)

06.07.2004

120

07.30.2016

8.0%

30,240

1,737

2,846

142/06 (i)

05.11.2006

120

09.30.2018

5.0% + 1.0%

74,340

13,588

17,286

206/07 (j)

03.03.2008

120

08.30.2020

5.0% + 1.0%

109,642

50,455

59,357

273/09 (k)

02.18.2010

120

12.30.2022

5.0% + 1.0%

63,944

13,154

14,798

2540/06 (l)

05.12.2009

60

10.30.2016

5.0% + 1.5%

2,844

824

1,274

 

 

 

 

 

 

130,761

179,756

 

    

Current

49,484

49,329

 

 

 

 

 

Noncurrent

81,277

130,427

Companies:

      

Copel Geração e Transmissão: (a)

     

Copel Distribuição: (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)

   
        

Destination:

      

Financial cover up to 29.14% of the total project of HPP Governador José Richa Implementation and transmissionsystem: (a)

National Program for Watering - Proni: (b) (c) (d) (e) (f) (g)

   

Rural Electricity Program - Luz para Todos: (h) (i) (j) (k)

   

National Program for Efficient Public Lighting - ReLuz: cover 75% of the total cost of the Project for the City of PontaGrossa/PR: (l)

        

Guarantees:

      

The guarantee is represented by the income, supported by power of attorney granted by a public instrument, andthe issue of promissory notes equal to the number of installments falling due.

Company

Contract

Financial index

Limit

Copel GeT

 BNDES Finem No. 820989.1 - Mauá

EBITDA /  Net financial results

≥ 1.3

 Banco do Brasil No. 21/02000-0 - Mauá

 3rd issue of Promissory Notes

Consolidated net debt / Consolidated EBITDA

≤ 3.5

Debt service coverage ratio

≥ 1.5

Copel DIS

 BNDES Finem No. 14205611

Financial indebtedness / adjusted EBITIDA

≤ 5.0

Santa Maria

 BNDES Finem No. 14212711

Debt service coverage ratio

≥ 1.3

Santa Helena

 BNDES Finem No. 14212721

São Bento Energia, Investimento e Participações

BNDES Assignment Agreement

Debt service coverage ratio

≥ 1.3

GE Boa Vista S.A.

 BNDES Finem No. 11211531

GE Farol S.A.

 BNDES Finem No. 11211521

GE Olho D´Água S.A.

 BNDES Finem No. 11211551

GE São Bento do Norte S.A.

 BNDES Finem No. 11211541

Financing for businesses - Finem

22.4 24    Financiadora de Estudos e Projetos - FINEPDebentures

        

 

Issue

Nº of

Final

Interest rate p.y.

 

 

 

Contract

date

installment

maturity

(interest + commission)

Principal

12.31.2014

12.31.2013

2070791-00 (a)

11.28.2007

49

12.15.2014

0.37% over TJLP

5,078

-

1,147

2070790-00 (b)

11.28.2007

49

12.15.2014

0.13% over TJLP

3,535

-

547

21120105-00 (c)

05.17.2012

81

10.15.2020

4%

35,095

18,344

21,223

21120105-00 (c)

05.17.2012

81

10.15.2020

3.5% + TR

17,103

14,824

17,640

 

 

 

 

 

 

33,168

40,557

 

    

Current

5,737

6,935

 

 

 

 

 

Noncurrent

27,431

33,622

Companies:

       

Copel Geração e Transmissão: (a) (b)

     

Copel Telecomunicações: (c)

      
        

Destination:

       

Research and Development Project GER 2007: (a)

    

Research and Development Project TRA 2007: (b)

    

BEL project - ultra wide band intranet service (Ultra Wide Band - UWB): (c)

   
        

Guarantees:

       

Withhold the amounts from the checking account in which revenues are deposited: (a) (b) (c)

  
     

 

    

 

 

Issue

Number of

Maturity

Annual rate p.y.

 

 

 

Issue

Company

Date

installment

initial

final

(interest)

Principal

12.31.2017

12.31.2016

(1)   5th

Copel

05.13.2014

3

05.13.2017

05.13.2019

111.5% of DI

     1,000,000

        672,537

     1,017,099

(2)   6th

Copel

06.29.2017

1

 -

06.28.2019

117.0% of DI

        520,000

        542,944

                    -

(3)   1st

Copel GeT

05.15.2015

3

05.15.2018

05.15.2020

113.0% of DI

     1,000,000

     1,059,822

     1,094,731

(4)   2nd

Copel GeT

07.13.2016

2

07.13.2018

07.13.2019

121.0% of DI

     1,000,000

     1,037,570

     1,060,613

(5)   3rd

Copel GeT

10.20.2017

3

10.20.2020

10.20.2022

126.0% of  DI

     1,000,000

        999,442

                    -

(6)   1st

Copel DIS

10.30.2012

2

10.30.2016

10.30.2017

DI + Spread 0.99% p.y.

     1,000,000

                    -

        511,525

(7)   2nd

Copel DIS

10.27.2016

2

10.27.2018

10.27.2019

124.0% of DI

        500,000

        502,179

        504,699

(8)   3rd

Copel DIS

10.20.2017

2

10.20.2021

10.20.2022

126.0% of  DI

        500,000

        501,810

                    -

(9)   1st

Copel TEL

10.15.2015

5

10.15.2020

10.15.2024

IPCA + 7.9633% p.y.

        160,000

        184,506

        174,184

(10)  2nd

Copel TEL

07.15.2017

1

-

07.15.2022

IPCA + 5.4329

        220,000

        215,675

                    -

(11)  2nd

(a)

03.24.2016

192

08.15.2016

07.15.2032

TJLP + 2.02% p.y.

        147,575

        135,662

        143,407

(12)  2nd

(a)

03.24.2016

192

08.15.2016

07.15.2032

IPCA + 9.87% p.y.

        153,258

        145,786

        151,781

(13)  2nd

Elejor

09.26.2013

60

10.26.2013

09.26.2018

DI + Spread 1.00% p.y.

        203,000

          30,370

          70,984

(14)  1st

Compagás

06.15.2013

40

09.15.2015

12.15.2018

TJLP+1.7% p.y.+1.0% p.y.

          62,626

          19,214

          38,018

(15)  2nd

Compagás

04.15.2016

57

07.15.2017

12.15.2021

TJLP/Selic + 2.17% p.y.

          33,620

          23,461

          23,768

 

 

 

 

 

 

 

 

     6,070,978

     4,790,809

 

      

Current

     1,632,062

     1,131,198

 

 

 

 

 

 

 

Noncurrent

     4,438,916

     3,659,611

(a)  Nova Asa Branca I, Nova Asa Branca II, Nova Asa Branca III, Nova Eurus IV e Ventos de Santo Uriel.

   
          

Characteristics:

        

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (13) Simple debentures, single series, not convertible into shares, unsecured, for public distribution

 

with restricted placement efforts, according to CVM No. 476.

     

(11) Simple debentures, 1st serie, issued privately and not convertible into shares.

    

(12) Simple debentures, 2nd serie, issued privately and not convertible into shares.

    

(14) (15) Simple floating debentures, issued privately in a single series and not convertible into shares.

   
          

Finance charges:

        

(1) Half-yearly interest - May and November.

      

(2) Interest on the maturity of the agreement

      

(3) Annual interest - May.

        

(4) Annual interest - July.

        

(5) (6) (8) (9)  Half-yearly interest - April and October.

      

(7) Annual interest - October.

       

(10) Half-yearly interest - January and July.

         

(11) (12) (13) Monthly interest.

       

(14) (15) Quarterly interest - March, June, September and December.

     
          

Allocation:

        

(1) (2) (3) (4) (5) (6) (7) (8) Working capital or used to make investments in the issuer.

   

(9) (10) Deployment, expansion and modernization of the telecommunication network.

    

(11) (12) Implementation of wind farms and associated transmission systems.

    

(13) Full settlement of the loan agreement with Copel.

      

(14) (15) Fund investment plan of the issuer.

      
          

Collaterals:

        

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (13) Personal guarantee

     

(11) (12) Real and personal guarantee and pledge of Copel Geração e Transmissão's shares.

   

(14) (15) Floating

        
          

Guarantor:

        

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) Copel.

      

(13) Copel, at the ratio of  70% and Paineira Participações S.A., at the ratio of  30%.

    

(14) (15)  Compagás.

        
          

Trustee:

         

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (13) Pentágono S.A. DTVM.

     

(11) (12) None.

        

(14) (15)  BNDES Participações S.A. - BNDESPAR.

      

F-58F-91


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

22.524.1  National Bank for Economic and Social Development - BNDESMaturity of noncurrent installments

         

 

Issue

Nº of

Maturity

Interest rate p.y.

 

 

 

Contract

date

installment

opening

final

(interest + commission)

Principal

12.31.2014

12.31.2013

820989.1 (a)

03.17.2009

179

02.15.2012

01.15.2028

1.63% over TJLP

169,500

149,196

160,572

1120952.1-A (b)

12.16.2011

168

05.15.2012

04.15.2026

1.82% over TJLP

42,433

34,451

37,484

1120952.1-B (c)

12.16.2011

168

05.15.2012

04.15.2026

1.42% over TJLP

2,290

1,859

2,022

1220768.1 (d)

09.28.2012

192

08.15.2013

07.15.2029

1.36% over TJLP

73,122

67,700

67,259

13211061 (e)

12.04.2013

192

11.15.2015

10.15.2031

1.49% over TJLP

1,041,155

850,782

840,106

13210331 (f)

12.03.2013

168

09.15.2014

08.15.2028

1.49 and 1.89% over TJLP

17,644

17,273

17,666

14205611-A (g)

12.15.2014

72

02.15.2015

01.15.2021

2.09% p.y. over TJLP

41,583

30,008

-

14205611-B (h)

12.15.2014

6

02.15.2016

02.15.2021

2.09 p.y. over TR BNDES

17,821

17,874

-

14205611-C (i)

12.15.2014

113

02.15.2015

06.15.2024

6% p.y.

78,921

52,170

-

11211521 (j)

03.19.2012

192

07.15.2014

06.15.2030

2.34% p.y. over TJLP

54,100

58,635

-

11211531 (k)

03.19.2012

192

07.15.2014

06.15.2030

2.34% p.y. over TJLP

40,050

43,349

-

11211541 (l)

03.19.2012

192

07.15.2014

06.15.2030

2.34% p.y. over TJLP

90,900

98,311

-

11211551 (m)

03.19.2012

192

07.15.2014

06.15.2030

2.34% p.y. over TJLP

97,000

104,533

-

 

 

 

 

 

 

 

1,526,141

1,125,109

 

     

Current

71,945

20,776

 

 

 

 

 

 

Noncurrent

1,454,196

1,104,333

Company:

        

Copel Geração e Transmissão: (a) (b) (c) (d) (e) (f)

 

GE Boa Vista: (k)

   

Copel Distribuição: (g) (h) (i)

  

GE São Bento do Norte: (l)

   

GE Farol: (j)

    

GE Olho D'Agua: (m)

   
         

Destination:

        

Construction of the Mauá Hydroelectric Power Plant and its transmission system: (a)

Implementation of transmission line between substations Foz do Iguaçu and Cascavel Oeste: (b)

Purchase of machinery and equipment for implementation of the transmission line described above: (c)

Implementation of Cavernoso II SHP: (d)

Implementation of HPP Colíder and associated transmission system: (e)

Implementation of the 230/138kV Cerquilho III Substation: (f)

Investment in preservation of businesses, improvements, operational support and general investments in expansion: (g) (h)

National machinery and equipment accredited by BNDES: (i)

Construction and implementation of wind generating plant Eol Farol: (j)

Construction and implementation of wind generating plant Eol Dreen Boa Vista: (k)

Construction and implementation of wind generating plant Eol Dreen São Bento do Norte: (l)

Construction and implementation of wind generating plant Eol Dreen Olho D'Água: (m)

   
         

Guarantees:

        

Total revenue from the sale and/or transaction of CCEAR energy, related to the project, through Concession Agreement ofAttachment of Revenues, Account Management and Other Covenants: (a) (d)

Fiduciary assignment of rights under the Concession Agreement no. 027/2009-ANEEL, Transmission Service Provision Contract no.09/2010-ONS and contracts for use of Transmission System, signed by the ONS, the Dealerships andthe Transmission System users, including the total income from the provision of transmission services: (b) (c)

Fiduciary assignment of rights under the Concession Agreement no. 01/2011MME-HPP Colíder and fiduciary assignment due tothe Purchase and Sale of Electric Energy (CCVEE) between Copel and Sadia S.A.: (e)

Fiduciary assignment of rights under the Public Service Concession Agreement for Electric Power Transmissionno. 015/2010-ANEEL, signed between Copel and the Federal Government: (f)

Surety of Companhia Paranaense de Energia; fiduciary assignment of income and indemnity rights of the concession (g) (h) (i)

Pledge of shares of subsidiaries belonging to the Company; fiduciary assignment of receivables fromelectricity sales revenue; fiduciary assignment of machinery and equipment assembled or built with the proceeds fromthis contract: (j) (k) (l) (m)

 

 

12.31.2017

 

2019

       1,973,438

2020

          695,598

2021

          618,483

2022

          867,060

2023

            69,247

After 2023

          215,090

 

       4,438,916

F-59

 

F-92


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

22.624.2  Banco do Brasil - Distribution of Funds from BNDESChanges in debentures

         

 

Issue

Nº of

Maturity

Financial charges p.y.

 

��

 

Contract

date

installments

initial

final

(interest + commission)

Principal

12.31.2014

12.31.2013

21/02000-0

04.16.2009

179

03.15.2013

01.15.2028

2.13% over TJLP

169,500

149,198

160,580

 

 

 

 

 

 

 

149,198

160,580

 

     

Current

11,825

11,838

 

 

 

 

 

 

Noncurrent

137,373

148,742

Company:

Copel Geração e Transmissão

         

Destination:

Construction of the Mauá Hydroelectric Power Plant and its transmission system, in consortium with Eletrosul.

         

Guarantees:

Total revenue from the sale and/or transaction of CCEAR energy, related to the project, through ConcessionAgreement of Attachment of Revenues, Account Management and Other Covenants.

Balance as of January 1, 2016

       3,683,928

Funding

       1,822,965

Charges and monetary variations

          617,126

Amortization - principal

         (785,239)

Payment - charges

         (547,971)

Balance as of December 31, 2016

       4,790,809

Funding

       2,242,521

Charges and monetary variations

          575,468

Amortization - principal

         (915,005)

Payment - charges

         (622,815)

Balance as of December 31, 2017

       6,070,978

 

22.724.3  Breakdown of loans and financing by currency and index

      

 

Index and change in foreign currencies

 

 

 

 

 

accumulated in the period (%)

12.31.2014

%

12.31.2013

%

Foreign currency

 

 

 

 

 

US dollar

13.39

71,197

2.05

64,822

1.95

 

 

71,197

2.05

64,822

1.95

Local currency

 

 

 

 

 

TJLP

0.00

1,605,429

46.28

1,308,607

39.37

IGP-M

3.69

-

-

65

0.00

Ufir

0.00

80,524

2.32

96,394

2.90

Finel

0.73

50,236

1.45

83,361

2.51

CDI

10.22

1,558,486

44.93

1,752,895

52.74

TR

0.86

14,824

0.43

-

-

IPCA

6.41

17,821

0.51

-

-

Without index

-

70,433

2.03

17,640

0.53

 

 

3,397,753

97.95

3,258,962

98.05

 

 

3,468,950

100.00

3,323,784

100.00

 

Current

867,626

 

957,106

 

 

Noncurrent

2,601,324

 

2,366,678

 

      

22.8 Maturities of noncurrent installments

 

 

 

 

12.31.2014

Foreign currency

Local currency

Total

2016

-

514,886

514,886

2017

-

317,161

317,161

2018

-

310,288

310,288

2019

-

250,470

250,470

2020

-

129,680

129,680

After 2021

70,601

1,008,238

1,078,839

 

70,601

2,530,723

2,601,324

    

F-60Covenants

Copel issued debentures containing covenants that require certain economic and financial ratios to be kept within pre-determined parameters, requiring annual fulfillment and other conditions to be observed, such as not promote any alteration to the Company’s shareholdings in capital stock that would alter control without prior consent from the debenture holders; not paying out dividends or interest on capital if it is in arrears in relation to honoring any of its financial obligations or not keeping the financial ratios as determined without prior written consent of the debenture holders. Failing to fulfill these conditions may lead to accelerated redemption of debentures and regulatory penalties.

 

F-93


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

22.9 Changes in loans and financing

      

 

 

Foreign currency

 

Local currency

 

 

current

non-current

current

non-current

Total

As of 1.01.2013

3,317

56,034

257,973

1,933,554

2,250,878

Funding

-

-

150,000

1,089,126

1,239,126

Charges

2,732

-

143,636

38,210

184,578

Monetary and exchange variance

258

7,974

241

1,342

9,815

Transfers

1,347

(1,347)

758,215

(758,215)

-

Amortization - principal

(1,478)

-

(30,030)

-

(31,508)

Payment - charges

(4,015)

-

(325,090)

-

(329,105)

As of 12.31.2013

2,161

62,661

954,945

2,304,017

3,323,784

Effect of first consolidation of São Bento (Note 17.1.2)

-

-

20,747

288,911

309,658

Funding

-

-

-

221,556

221,556

Charges

2,722

-

229,589

59,039

291,350

Monetary and exchange variance

(138)

7,940

45

(303)

7,544

Transfers

-

-

342,497

(342,497)

-

Amortization - principal

(736)

-

(424,818)

-

(425,554)

Payment - charges

(3,413)

-

(255,975)

-

(259,388)

As of 12.31.2014

596

70,601

867,030

2,530,723

3,468,950

      

22.10 Contracts with clauses for anticipated maturity

The Company and its subsidiaries contracted loans which include clauses requiring that they maintain certain economic-financial indices within previously established parameters, as well as other conditions that have to be observed, such as:For the shareholding interest must not be changed in the Company’s capital in the subsidiaries that represents control change, without prior consent. Non-compliance with these terms could result in the anticipated maturity of the debts and/or fines.

As ofyears ended December 31, 2014, all the conditions have been fully met.

F-61


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

At December 31, 2017, subsidiary Ventos de Santo Uriel failed to meet the Debt Service Coverage Index - ICSD of 1.3. However, at December 29, 2017 the Company received a letter from BNDES with reference AE/DEENE2 No. 93/2017, waiving it from fulfillment of the obligation to meet the ICSD for 2017.

Except for the previously exposed, at December 31, 2017, all financial ratios had been fulfilled.

The financial covenants contained in the debenture agreements are presented below:

Company

Contract

Financial index

Limit

Copel

5th issue of Debentures

Consolidated net debt / Consolidated EBITDA
Debt service coverage ratio

≤  3.5
≥ 1.5

6th issue of Debentures

Copel GeT

1st issue of Debentures

2nd issue of Debentures

3rd issue of Debentures

Copel DIS

2nd issue of Debentures

3rd issue of Debentures

Copel TEL

1st issue of Debentures

2nd issue of Debentures

Elejor

2nd issue of Debentures

Consolidated net debt / Consolidated EBITDA

≤  4.0

Debt service coverage ratio

≥ 1.2

Compagás

1st issue of Debentures

Consolidated net debt / Consolidated EBITDA

≤  3.5

2nd issue of Debentures

General Indebtedness

≤  0.7

Nova Asa Branca I

2nd issue of Debentures

Debt service coverage ratio

≥ 1.3

Nova Asa Branca II

Nova Asa Branca III

Nova Eurus IV

Ventos de Santo Uriel

2325     DebenturesPost-employment benefits

    

 

    

 

Issue

Nº of

Maturity

Financial charges p.y.

 

 

 

Issue

date

installments

initial

final

(interest)

Principal

12.31.2014

12.31.2013

5th (a)

05.13.2014

3

05.13.2017

05.13.2019

111.5% over DI

1,000,000

1,010,485

-

1st (b)

10.30.2012

2

10.30.2016

10.30.2017

DI + Spread 0.99% p.y.

1,000,000

1,019,037

1,015,389

2nd (c)

09.26.2013

60

10.26.2013

09.26.2018

DI + Spread 1.00% p.y.

203,000

152,040

192,556

1st (d)

06.15.2013

40

09.15.2015

12.15.2018

TJLP + 1.7 + 1.0% p.y.

62,626

53,554

-

1st (e)

06.10.2014

1

-

06.10.2015

100% CDI + Spread 0.90% p.y.

330,000

350,332

-

 

 

 

 

 

 

 

2,585,448

1,207,945

 

 

 

 

 

 

Current

431,491

57,462

 

 

 

 

 

 

Noncurrent

2,153,957

1,150,483

Companies:

     

Copel: (a)

Nova Asa Branca I: (e)

Santa Maria: (e)

Copel Distribuição: (b)

Nova Asa Branca II: (e)

Santa Helena: (e)

Elejor: (c)

Nova Asa Branca III: (e)

Ventos de Santo Uriel: (e)

Compagas: (d)

Nova Eurus IV: (e)

         

Characteristics:

Simple debentures, single series, not convertible into shares, unsecured, for public distribution with restricted placementefforts, according to CVM no. 476, with the minimum amount of: R$1,000,000 (a and b) and R$203,000 (c)

Securities with unit value of R$10 were issued in the following quantities: 100,000 (a and b) and 20,300 (c)

Simple floating debentures, issued privately in a single series and not convertible into shares, in the amount of R$62,626: (d)

Securities worth R$1 per unit were issued in the quantity of: 62,626 (d)

Simple debentures, single series, not convertible into shares, unsecured, for public distribution with restricted placementefforts, according to CVM no. 476, with the minimum amount of: R$53,000 - N. Asa Branca I;R$58,000 - N. Asa Branca II; R$50,000 - N. Asa Branca III; R$30,000 - N. Eurus IV; R$50,000 - Santa Maria;R$58,000 - Santa Helena; and R$31,000 - Ventos de Santo Uriel. (e)

Securities with a unit value of R$10 were issued in the amounts of: 5,300 - N. Asa Branca I; 5,800 - N. Asa Branca II;5,000 - N. Asa Branca III; 3,000 - N. Eurus IV; 5,000 - Santa Maria; 5,800 - Santa Helena; 3,100 - Ventos Santo Uriel: (e)

The unit value of debentures will not be adjusted for inflation: (a) (b) (c) (d) (e)

         

Average interest rate:

Interest paid half-yearly in May and November: (a)

Interest paid half-yearly in April and October: (b)

Interest paid monthly: (c)

Interest paid quarterly in March, June, September and December: (d)

Interest paid in a lump sum on maturity date: (e)

         

Destination:

Working capital or used to make investments in the issuer: (a) and (b)

Full settlement of the loan agreement with Copel: (c)

Fund investment plan of the issuer: (d)

Redemption of promissory notes and investment in wind farms: (e)

         

Guarantees:

Surety: (a) (b) (c) (e)

Floating: (d)

         

Guarantor:

Copel: (b) (e)

Copel, at the ratio of 70% and Paineira Participações S.A., at the ratio of 30%: (c)

Compagás: (d)

         

Fiduciary agent:

Pentágono: (a)

C&D Distribuidora de Títulos e Valores Mobiliários S.A.: (b) (c) (e)

BNDES Participações S.A. - BNDESPAR: (d)

The Company sponsors private retirement and pension plans (Unified Plan and Plan III) and Healthcare Plan for medical and dental care (“ProSaúde II” and “ProSaúde III” Plans) for their active employees and their dependents. The lifetime sponsorship of the Healthcare Plan for retirees, pensioners and legal dependents is only applied to “Prosaúde II” plan participants.

The amounts of these actuarial obligations (contributions, costs, liabilities, and/or assets) are calculated annually by an independent actuary at year end.

F-62

 

F-94


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

The benefits plan assets are valued at market values (mark-to-market).

The amount of the net assistance liability is recognized at the present value of the actuarial liability, less the fair value of the plan assets.

The adoption of the projected credit unit method adds each year of service as the source of an additional benefit unit, adding up to the calculation of the final liability.

Other actuarial assumptions are used which take into account biometric and economic tables in addition to historical data from the benefits plans, obtained from the manager of these plans, Fundação Copel de Previdência e Assistência Social.

Actuarial gains or losses caused by changes in assumptions and/or actuarial adjustments are recognized in other comprehensive income.

23.125.1  Changes in debentures

 

 

 

 

 

current

non-current

Total

As of 1.01.2013

12,719

997,958

1,010,677

Funding

40,600

162,400

203,000

Charges

89,282

5,259

94,541

Transfers

15,134

(15,134)

-

Amortization - principal

(10,152)

-

(10,152)

Payment - charges

(90,121)

-

(90,121)

As of 12.31.2013

57,462

1,150,483

1,207,945

Funding

330,000

1,053,378

1,383,378

Charges

233,888

(1,440)

232,448

Transfers

48,464

(48,464)

-

Amortization - principal

(40,608)

-

(40,608)

Payment - charges

(197,715)

-

(197,715)

As of 12.31.2014

431,491

2,153,957

2,585,448

    

23.2 Contracts with clauses for anticipated maturity

Copel and its subsidiaries issued debentures which include clauses requiring that they maintain certain economic-financial indices within previously established parameters, with enforceability of annual compliance, as well as other conditions that have to be observed, such as: no alterations to the equity interest of the Company in the share capital that represents a change in control, without prior consent of the debenture holders; not making without prior written consent of the Debenture holders, payments of dividends or payments of interest on equity, if they are in arrears regarding compliance with any of their financial obligations or they do not meet the established financial indices. Non-Compliance with these conditions may allow early call of the debentures.

As of December 31, 2014, all the conditions have been fully accomplished.

24Post-employment Benefits

The Company and its subsidiaries sponsor retirement and pension plans (Unified Plan and Plan III) and a medical and dental care plan (Healthcare Plan) to both current and retired employees and their dependents.

24.1 Benefit Pension Plan

The unified pension planUnified Plan is a Defined Benefit Planplan - BD in which the income is predetermined, according to each individual's salary, and pensionindividual’s salary. This plan is closed plan for new participants since 1998.

The Plan III is a DefinedVariable Contribution Planplan - CD.CV, being the only plan available for new participants.

The costs assumed by the sponsors for these plans are recognized according to the actuarial valuation prepared annually by independent actuaries in accordance with IAS 19 (R1) and IFRIC 14. The economic and financial assumptions for purposes of the actuarial valuation are discussed with the independent actuaries and approved by the sponsor’s management.

F-25.2 63Healthcare Plan

The Company allocates resources for the coverage of healthcare expenses incurred by their employees and their dependents, within rules, limits, and conditions set in “ProSaúde II” and “ProSaúde III” Plans’ regulations. Coverage includes periodic medical exams in both plans and is only extended to all retirees and pensioners for life in the “ProSaúde II” plan.

25.3 Statement of financial position and statement of income

Amounts recognized in liabilities, under Post-employment Benefits, are summarized below:

 

 

 

 

12.31.2017

12.31.2016

Pension plans

          1,069

          1,252

Healthcare plans

      865,034

      768,613

 

      866,103

      769,865

Current

        53,225

        47,894

Noncurrent

      812,878

      721,971

   

 

F-95


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

The costs assumed by the sponsors for these plans are recognized according to the actuarial evaluation prepared annually by independent actuaries in accordance with the rules established by the Technical Pronouncement IAS 19 and IFRC 14, and correlated to IAS 19 (R1) and IFRIC 14. The economic and financial assumptions for purposes of the actuarial evaluation are discussed with the independent actuaries and approved by the sponsors’ management.

24.2 Healthcare Plan

The Company and its subsidiaries allocate resources for the coverage of healthcare expenses incurred by their employees and their dependents, within rules, limits, and conditions set in specific regulations. Coverage includes periodic medical exams and is extended to all retirees and pensioners for life.

24.3 Statement of financial position and statement of income

Amounts recognized in the statement of financial position, under Post-Employment Benefits, are summarized below:

 

 

 

 

12.31.2014

12.31.2013

Pension Plan

1,030

5

Healthcare plan

897,588

967,227

 

898,618

967,232

Current

37,404

29,983

Noncurrent

861,214

937,249

   

The amounts recognized in the statement of income are shown below:

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

Benefit pension plan (CD)

53,955

51,857

46,345

Pension plan (CD) - management

1,256

988

751

Healthcare plan - post-employment

102,108

76,815

94,456

Healthcare plan

44,086

46,435

41,269

Healthcare plan - management

137

101

57

 

201,542

176,196

182,878

    

 

 

 

 

 

12.31.2017

12.31.2016

12.31.2015

Employees

 

 

 

Pension plans

              78,680

              75,407

              65,878

Healthcare plan - post-employment

              97,511

            129,647

            143,236

Healthcare plan - active employees

              81,617

              75,578

              61,927

(-) Transfers to construction in progress

            (21,901)

            (22,268)

            (19,094)

 

            235,907

            258,364

            251,947

Management

 

 

 

Pension plans

                1,500

                1,175

                2,241

Healthcare plan

                   190

                   228

                   139

 

                1,690

                1,403

                2,380

 

            237,597

            259,767

            254,327

    

 

24.425.4  Changes in post-employment benefits

    

 

Current

Noncurrent

Total

As of 1.01.2013

25,819

675,230

701,049

Appropriation of actuarial calculation

-

76,524

76,524

Pension and healthcare contributions

119,149

-

119,149

Adjustment related to actuarial losses

-

216,967

216,967

Transfers

31,472

(31,472)

-

Amortizations

(146,457)

-

(146,457)

As of 12.31.2013

29,983

937,249

967,232

Appropriation of actuarial calculation

-

102,108

102,108

Pension and healthcare contributions

118,392

-

118,392

Adjustment related to actuarial losses

-

(140,383)

(140,383)

Transfers

37,760

(37,760)

-

Amortizations

(148,731)

-

(148,731)

As of 12.31.2014

37,404

861,214

898,618

    

Total

Balance as of January 1, 2016

          594,660

Appropriation of actuarial calculation

          130,707

Pension and healthcare contributions  

          142,735

Adjustment related to actuarial gains (loss)

            88,906

Amortizations

         (187,143)

Balance as of December 31, 2016

          769,865

Appropriation of actuarial calculation

            97,511

Appropriation of pension and healthcare contributions  

          153,069

Adjustment related to actuarial gains (loss)

            46,506

Amortizations

         (200,848)

Balance as of December 31, 2017

          866,103

F-64F-96


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

24.5 Actuarial valuation

24.5.1Actuarial assumptions

The actuarial assumptions used to determine the amounts of liabilities and costs for 2014 and 2013 are shown below:

     

 

 

2014

 

2013

 

Real

Nominal

Real

Nominal

Economic

 

 

 

 

Inflation p.y.

-

6.40%

-

5.93%

Expected rate of discount/return p.y.

 

 

 

 

Benefit pension plan

6.10%

12.89%

6.08%

12.37%

Healthcare plan

6.15%

12.94%

6.20%

12.50%

Salary growth p.y.

2.00%

8.53%

2.00%

8.05%

Demographic

 

 

 

 

Mortality Table

 

AT - 2000

 

AT - 2000

Mortality table of individuals with permanent disability

WINKLEVOSS

 

AT - 83

Table of new disability benefit vested

 

A. VINDAS

 

Light M

     

24.5.2Number of participants and beneficiaries

     

 

 

Benefit Pension Plan

 

Healthcare plan

 

12.31.2014

12.31.2013

12.31.2014

12.31.2013

Number of active participants

8,723

9,325

8,429

8,824

Number of inactive participants

7,702

7,211

7,458

6,233

Number of dependent people

 

-

24,935

24,307

Total

16,425

16,536

40,822

39,364

     

24.5.3Life expectancy from the average age – Annuity Table AT-2000 (in years)

   

 

BD Plan

CD plan

As of 12.31.2014

 

 

Retired participants

16.75

24.67

Pensioner Participants

17.17

32.62

As of 12.31.2013

 

 

Retired participants

17.72

26.67

Pensioner Participants

18.48

30.12

 

 

 

   

The average age of inactive participants of the healthcare and pension plans of the Company and its subsidiaries is 64.0 years.

F-65


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

24.5.425.5 Actuarial valuation in accordance with IAS 19

25.5.1    Actuarial evaluationassumptions

Based onThe actuarial assumptions used to determine the reviewamounts of the assumptions, the valuesliabilities and costs for 2017 and 2016 are shown below:

     

 

 

2017

 

2016

 

Real

Nominal

Real

Nominal

Economic

 

 

 

 

Inflation p.y.

-  

4.50%

-  

5.15%

Expected rate of discount/return p.y.

 

 

 

 

Unified Plan

5.11%

9.84%

5.91%

11.37%

Plan III

5.24%

9.97%

5.89%

11.34%

Assistance Plan

5.20%

9.94%

5.89%

11.35%

Salary growth Unified Plan p.y.

2.00%

6.59%

2.00%

7.25%

Salary growth Plan III p.y.

1.50%

6.07%

2.00%

7.25%

Demographic

 

 

 

 

Mortality Table

 

 AT - 2000

 

 AT - 2000

Mortality table of individuals with permanent disability

 

 WINKLEVOSS

 

 WINKLEVOSS

Table of new disability benefit vested

 

 TASA 1927

 

 A. VINDAS

     

25.5.2Number of the pension plan as of December 31, 2014 amounted to a plan surplus of R$183,117, while the position at December 31, 2013 was R$362,035, as summarized below:participants and beneficiaries

     

 

Benefit Pension Plan

Healthcare Plan

12.31.2014

12.31.2013

Total liabilities or partially covered

4,379,430

1,047,284

5,426,714

5,033,805

Fair value of the plan assets

(4,562,547)

(149,696)

(4,712,243)

(4,428,613)

Plan coverage status

(183,117)

897,588

714,471

605,192

Unrecognized asset

183,117

-

183,117

362,035

 

-

897,588

897,588

967,227

     
       

 

Social Security Plans

 

 

Unified Plan

Plan III

Assistance Plan

 

12.31.2017

12.31.2016

12.31.2017

12.31.2016

12.31.2017

12.31.2016

Number of active participants

                   37

                   39

              8,540

              8,663

              8,172

              8,456

Number of Inactive participants

              4,435

              4,463

              3,509

              3,363

              7,703

              7,546

Number of dependent people

                     -

                     -

                     -

                     -

            23,081

            23,745

 Total

              4,472

              4,502

            12,049

            12,026

            38,956

            39,747

       

 

The Company and its subsidiaries made adjustments to its assistance liabilities through the actuarial report issued on December 31, 2014, when recorded R$140,383 in other comprehensive income, corresponding to a decrease calculated on that base date.

24.5.5Changes in actuarial liabilities

   

 

Benefit Pension Plan

Healthcare plan

Present value of net actuarial obligations as of 1.01.2012

3,807,850

563,823

Cost of services

330

2,341

Cost of interest

342,636

83,074

Benefits paid

(264,676)

(13,278)

Granted benefits

244

-

Actuarial gains (losses)

677,202

212,796

Present value of net actuarial obligations as of 12.31.2012

4,563,586

848,756

Cost of services

1,115

11,852

Cost of interest

359,412

62,241

Benefits paid

(249,939)

(46,373)

Granted benefits

(244)

-

Actuarial gains (losses)

(732,822)

216,221

Present value of net actuarial obligations as of 12.31.2013

3,941,108

1,092,697

Cost of services

600

8,055

Cost of interest

405,498

110,906

Benefits paid

(276,463)

(65,911)

Actuarial gains (losses)

308,687

(98,463)

Present value of net actuarial obligations as of 12.31.2014

4,379,430

1,047,284

   

F-97

24.5.6Changes in actuarial assets

   

 

Benefit Pension Plan

Healthcare plan

Fair value of the Plan's assets at 1.01.2012

3,984,143

120,790

Return estimated for assets

421,581

13,867

Contributions and distributions

27,027

-

Benefits paid

(264,676)

(13,277)

Granted benefits

244

-

Actuarial gains (losses)

973,555

27,316

Fair value of the Plan's assets at 12.31.2012

5,141,874

148,696

Return estimated for assets

438,761

-

Contributions and distributions

2,077

-

Benefits paid

(249,939)

(46,373)

Granted benefits

(244)

-

Actuarial gains (losses)

(1,029,386)

23,147

Fair value of the Plan's assets at 12.31.2013

4,303,143

125,470

Return estimated for assets

524,992

15,945

Contributions and distributions

27,321

-

Benefits paid

(276,463)

-

Actuarial gains (losses)

(16,446)

8,281

Fair value of the Plan's assets at 12.31.2014

4,562,547

149,696

   

F-66


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

24.5.725.5.3Life expectancy from the average age - Annuity Table AT-2000 (in years)

   

 

Unified Plan

Plan III

As of 12.31.2017

 

 

Retired participants

                      14.92

                      23.01

Pensioner participants

                      16.37

                      27.99

As of 12.31.2016

 

 

Retired participants

                      15.62

                      23.75

Pensioner participants

                      16.59

                      28.89

   

The average age of inactive participants of the healthcare and pension plans of the Company is 64.4 years.

25.5.4Actuarial evaluation

Based on the review of the assumptions, the values of the Unified Plan and Plan III as of December 31, 2017 amounted, respectively, surplus of R$481,678 and R$86,487, while the position at December 31, 2016, was, respectively, R$527,723 and R$228,396. The current applicable legislation does not permit any significant reduction in contributions or reimbursements to the Company based on the current surplus in this plan. For this reason, the Company did not record assets on its December 31, 2017 balance sheet that reflect any such right to reduce contributions or refund surplus or other amounts.

      

 

Unified Plan

Plan III

Assistance Plan

12.31.2017

12.31.2016

Total liabilities or partially covered

              5,352,894

              1,734,568

              1,035,957

              8,123,419

              7,450,113

Fair value of the plan assets

            (5,834,572)

            (1,821,055)

               (170,923)

            (7,826,550)

            (7,437,619)

Plan coverage status

               (481,678)

                 (86,487)

                 865,034

                 296,869

                   12,494

Unrecognized asset

                 481,678

                   86,487

                            -

                 568,165

                 756,119

 

                            -

                            -

                 865,034

                 865,034

                 768,613

      

F-98


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The Company made adjustments to their assistance liabilities through the actuarial report issued on December 31, 2017, when an actuarial gain of R$46,506 was recorded in other comprehensive income.

25.5.5Changes in actuarial liabilities

    

 

Unified Plan

Plan III

Assistance Plan

Present value of net actuarial obligations as of January 1, 2015

              4,379,430

              1,181,893

              1,047,284

Cost of services

                        471

                     8,275

                   34,802

Cost of interest

                 559,366

                 146,595

                 127,622

Benefits paid

                (345,288)

                  (93,670)

                  (74,722)

Actuarial (gain) losses

                (419,094)

                  (72,565)

                (378,704)

Present value of net actuarial obligations as of December 31, 2015

              4,174,885

              1,170,528

                 756,282

Cost of services

                        203

                   10,174

                   44,942

Cost of interest

                 601,259

                 170,531

                 108,465

Benefits paid

                (381,274)

                (109,146)

                  (88,259)

Actuarial (gain) losses

                 556,005

                 323,034

                 112,484

Present value of net actuarial obligations as of December 31, 2016

              4,951,078

              1,565,121

                 933,914

Cost of services

                        329

                   10,502

                     9,225

Cost of interest

                 563,257

                 176,878

                 105,987

Benefits paid

                (406,023)

                (122,841)

                           (7)

Actuarial (gain) losses

                 244,253

                 104,908

                  (13,162)

Present value of net actuarial obligations as of December 31, 2017

              5,352,894

              1,734,568

              1,035,957

    

25.5.6Changes in actuarial assets

    

 

Unified Plan

Plan III

Assistance Plan

Fair value of the Plan's assets as of January 1, 2015

               4,562,547

               1,201,802

                  149,696

Return estimated for assets

                  564,872

                  146,592

                    19,223

Contributions and distributions

                    36,294

                      8,275

                              -

Benefits paid

                (345,288)

                  (93,670)

                              -

Actuarial gain (losses)

                (330,875)

                (100,030)

                    (6,289)

Fair value of the Plan's assets as of December 31, 2015

               4,487,550

               1,162,969

                  162,630

Return estimated for assets

                  637,541

                  169,429

                    23,749

Contributions and distributions

                    25,724

                    10,174

                              -

Benefits paid

                (381,274)

                (109,146)

                              -

Actuarial gain (losses)

                  709,261

                  560,090

                  (21,078)

Fair value of the Plan's assets as of December 31, 2016

               5,478,802

               1,793,516

                  165,301

Return estimated for assets

                  546,699

                  202,691

                    23,934

Contributions and distributions

                    30,520

                    10,505

                              -

Benefits paid

                (406,023)

                (122,841)

                              -

Actuarial gain (losses)

                  184,574

                  (62,816)

                  (18,312)

Fair value of the Plan's assets as of December 31, 2017

               5,834,572

               1,821,055

                  170,923

    

F-99


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

25.5.7    Estimated costs

The estimated net periodic plan costs (gains) for 2015,2018 for each plan are shown below:

  

Benefit Pension Plan

Healthcare plan

2015

Unified Plan

Plan III

Assistance Plan

2018

Cost of current service

471

34,803

35,274

                        589

                     9,644

                   11,633

                   21,866

Estimated cost of interest

559,365

127,622

686,987

                 533,202

                 196,009

                 102,916

                 832,127

Expected return on plan assets

(564,871)

(19,223)

(584,094)

               (531,448)

               (205,782)

                 (16,579)

               (753,809)

Expected employee contributions

(229)

-

(229)

                      (248)

                   (9,644)

                            -

                   (9,892)

Costs (income or loss)

(5,264)

143,202

137,938

                     2,095

                   (9,773)

                   97,970

                   90,292

  

 

24.5.825.5.8    Sensitivity analysis

The following tables feature a sensitivity analysis, which shows the effect of a one percent increase or decrease in the assumed rates of variation of pension and healthcarechange in care costs, onin the aggregate of the cost of service and cost andof interest cost components of the net periodic post-employment pension and healthcarecare costs and on the accumulated postemployment pension and healthcarepost-employment benefit liabilities.obligation.

  

.

Projected scenarios

Projected scenarios

Present

Increase by 1%

Decrease in 1%

Increase by 1%

Decrease in 1%

Sensitivity of long-term interest rate

 

 

 

 

Impacts on the obligations of the pension

6.10%

-6.28%

8.41%

            (444,891)

              450,899

Impacts in thousands of reais (R$)

 

(275,214)

368,335

Impacts on the obligations of healthcare program

6.15%

-14.70%

10.21%

            (178,133)

              181,222

Impacts in thousands of reais (R$)

 

(153,192)

106,421

Sensitivity of growth rate of the medical costs

 

 

 

 

Impacts on the obligations of healthcare program

1.00%

3.70%

-9.22%

                72,077

              (67,341)

Impacts in thousands of reais (R$)

 

63,641

(158,440)

Impact on cost of service for the following financial year of healthcare program

                     793

                   (741)

Sensitivity of the service cost

 

 

 

 

Impacts on the obligations of the pension

1.00%

-0.18%

0.24%

                     (49)

                       50

Impacts in thousands of reais (R$)

 

(7,918)

10,598

Impacts on the obligations of healthcare program

1.00%

-4.97%

3.76%

                (1,961)

                  1,995

Impacts in thousands of reais (R$)

 

(51,861)

39,167

 

 

 
 

 

F-100


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

24.5.9Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

25.5.9    Benefits payable

The estimated benefits to be paid by the Company and its subsidiaries in the next five years and the total benefits for the following fiscal years are shown below:

    

 

Benefit Pension Plan

Other benefits

Total

2015

387,962

71,907

459,869

2016

398,139

68,932

467,071

2017

389,454

66,598

456,052

2018

378,318

64,688

443,006

2019

367,715

63,625

431,340

2020–2050

4,473,409

1,216,661

5,690,070

    
     

 

Unified Plan

Plan III

Assistance Plan

Total

2018

                 395,584

                 128,975

                   41,454

                 566,013

2019

                 379,182

                 181,726

                   46,407

                 607,315

2020

                 362,032

                 184,824

                   45,972

                 592,828

2021

                 345,456

                 186,267

                   45,301

                 577,024

2022

                 329,172

                 186,851

                   44,509

                 560,532

2023 to 2057

              3,271,908

              2,945,247

                 590,068

              6,807,223

     

 

F-25.5.1067Asset allocation and investment strategy

The asset allocation for the Company pension and healthcare plans at the end of 2017 and the allocation goal for 2018, by asset category, are shown below:

   

 

Goal for 2018

2017

Fixed income

87.5%

89.3%

Variable income

6.2%

6.5%

Loans

1.1%

1.3%

Real estate

1.5%

1.7%

Investment structuring

3.7%

1.2%

 

100.0%

100.0%

   

 

F-101


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

24.5.10 Asset allocation and investment strategy

The asset allocation for the Company and its subsidiaries pension and healthcare plans at the end of 2014 and the allocation goal for 2015, by asset category, are shown below:

   

 

Goal for 2015

2014

Fixed Income

88.6%

84.2%

Variable income

3.7%

8.8%

Loans

1.6%

1.9%

Real estate

1.9%

2.0%

Investment structuring

4.2%

3.1%

 

100.0%

100.0%

   

 

Below are the limits set by the Fund management:

     

Unified Plan (BD)

Plan III (CD)

Unified Plan

Plan III

target (%) (*)

minimum (%)

target (%)

minimum (%)

target (%)(*)

minimum (%)

target (%)

minimum (%)

Fixed Income

93.0%

87.0%

79.7%

54.6%

Fixed income

91.5%

77.0%

81.0%

59.0%

Variable income

1.0%

0.0%

8.9%

7.6%

3.0%

1.0%

11.0%

7.0%

Loans

1.0%

0.0%

2.8%

1.5%

0.5%

0.0%

2.0%

1.0%

Real estate

2.5%

1.0%

0.9%

0.0%

2.0%

1.0%

1.0%

0.0%

Investment structuring

2.5%

0.0%

7.7%

0.0%

3.0%

0.0%

5.0%

0.0%

(*) Target based on the total investment of each plan.

(*) Target based on the total investment of each plan.

     

Management of Fundação Copel decided to keep a more conservative approach investing in variable income in relation tothe allowed legal limit, which is 70%.

Management of Fundação Copel decided to keep a more conservative approach investing in variable income in relation tothe allowed legal limit, which is 70%.

Management of Fundação Copel decided to keep a more conservative approach investing in variable income in relation to the allowed legal limit, which is 70%.

 

As of December 31, 20142017 and 2013,2016, the pension plan assets included the following securities issued by Copel:

    

 

 

 

Defined benefit pension plan

 

 

12.31.2014

12.31.2013

Shares

 

2,154

1,832

 

 

2,154

1,832

    
     

 

Social Security Plans

 

Unified Plan

Plan III

 

12.31.2017

12.31.2016

12.31.2017

12.31.2016

Shares

                          -

                       66

                          -

                     186

 

                          -

                       66

                          -

                     186

     

 

24.5.1125.5.11 Additional information

The Company and its subsidiaries also sponsor a definedmade contributions to Plan III (variable contribution planplan) for all its employees.active employees at December 31, 2017 and December 31, 2016 in the amounts of R$80,727 and R$75,679, respectively.

F-102


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

The contributions made inNotes to the Consolidated Financial Statements, continued

For the years ended on December 31, 20142017, 2016 and 2013 were R$66,914, and R$70,240, respectively2015.

25All amounts expressed in thousands of Brazilian reais, unless otherwise stated

26     Customer Charges Due

   

12.31.2014

12.31.2013

12.31.2017

12.31.2016

Energy Development Account - CDE(a)

11,709

6,342

                 121,912

                 136,450

Overall Reversal Reserve - RGR

11,524

31,652

Tariff flags

                   22,427

                             -

Global Reversal Reserve - RGR

                     5,686

                     5,262

23,233

37,994

                 150,025

                 141,712

 

(a) Aneel published Resolutions No. 2,002/2017, No. 2,204/2017 and No. 2,231/2017.

(a) Aneel published Resolutions No. 2,002/2017, No. 2,204/2017 and No. 2,231/2017.

 

 

F-2768Research and Development and Energy Efficiency

In accordance with Law No. 9,991/2000, concessionaires and licensees of electric power generation and transmission are required to allocate annually the percentage of 1% of their net operating regulatory revenue to research and development of the electricity sector, and the electric power distribution concessionaires must segregate this same percentage into the research and development and energy efficiency programs of the electricity sector, according to ANEEL Normative Resolutions No. 504/2012 and 556/2013, and updated by Sub-module 5.6 - Research and Development - R&D and Energy Efficiency - EE Approved by RN ANEEL No. 737/2016.

27.1 Balances recognized for investment in Research and Development (R&D) and the Energy Efficiency Program (EEP)

      

 

Amounts payable, before any related prepayments

Amounts payable to regulatory agencies

Other amounts payable

Balance as of

Balance as of

 

12.31.2017

12.31.2016

Research and Development - R&D

 

 

 

 

 

National Fund for Scientific and Technological Development - FNDCT

                             -

           5,232

                        -

                 5,232

                 4,603

MME

                             -

           2,616

                        -

                 2,616

                 2,302

R&D

                  103,617

                   -

            212,504

             316,121

             294,088

 

                  103,617

           7,848

            212,504

             323,969

             300,993

Energy efficiency program  - EEP

 

 

 

 

 

National Program of Electricity Conservation - Procel

                             -

           6,041

                        -

                 6,041

                 4,932

EEP

                    22,854

                   -

            179,611

             202,465

             177,964

 

                    22,854

           6,041

            179,611

             208,506

             182,896

 

                  126,471

         13,889

            392,115

             532,475

             483,889

   

Current

             282,766

             231,513

 

 

 

Noncurrent

             249,709

             252,376

      

 

F-103


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

26Research and Development and Energy Efficiency

26.1 Balances recognized to invest in R&D (Research and Development) and EEP (Energy efficiency program)

      

 

Invested and

Balance

Balance

Balance as of

Balance as of

 

not concluded

receivable

payable

12.31.2014

12.31.2013

Research and development - R&D

 

 

 

 

 

FNDCT (a)

-

5,742

-

5,742

3,771

MME

-

2,872

-

2,872

1,887

P&D

37,836

-

174,148

211,984

171,928

 

37,836

8,614

174,148

220,598

177,586

Electricity efficiency program – EEP

26,068

-

89,098

115,166

104,995

 

63,904

8,614

263,246

335,764

282,581

   

Current

175,972

127,860

 

 

 

Noncurrent

159,792

154,721

(a) National Fund for Scientific and Technological Development – FNDCT

 

26.227.2  Changes in balances for R&D and EEP balances

        

 

FNDCT

MME

 

P&D

 

PEE

 

 

Current

Current

Current

Noncurrent

Current

Noncurrent

Total

As of 1.01.2013

3,424

1,712

40,323

102,061

114,140

2,500

264,160

Formations

21,692

10,847

869

20,825

-

25,109

79,342

Performance contract

-

-

-

-

-

619

619

Selic interest rate

-

-

111

10,207

-

4,907

15,225

Transfers

-

-

8,121

(8,121)

3,386

(3,386)

-

Payments

(21,345)

(10,672)

-

-

-

-

(32,017)

Conclusions

-

-

(2,468)

-

(42,280)

-

(44,748)

As of 12.31.2013

3,771

1,887

46,956

124,972

75,246

29,749

282,581

Formations

33,021

16,509

964

32,054

-

31,709

114,257

Performance contract

-

-

-

-

-

1,111

1,111

Selic interest rate

-

-

185

15,833

-

7,381

23,399

Transfers

-

-

42,002

(42,002)

41,015

(41,015)

-

Payments

(31,050)

(15,524)

-

-

-

-

(46,574)

Conclusions

-

-

(8,980)

-

(30,030)

-

(39,010)

As of 12.31.2014

5,742

2,872

81,127

130,857

86,231

28,935

335,764

        
       

 

FNDCT

MME

P&D

Procel

PEE

Total

Balance as of January 1, 2016

         5,762

         2,882

     252,828

                 -

     137,521

     398,993

Additions

       25,535

       12,768

       25,534

         4,804

       31,398

     100,039

Performance agreement

                 -

                 -

                 -

                 -

         1,907

         1,907

Selic interest rate (Note 34)

                 -

                 -

       25,861

            128

       15,792

       41,781

Payments

      (26,694)

      (13,348)

                 -

                 -

                 -

      (40,042)

Concluded projects

                 -

                 -

      (10,135)

                 -

        (8,654)

      (18,789)

Balance as of December 31, 2016

         4,603

         2,302

     294,088

         4,932

     177,964

     483,889

Additions

       29,956

       14,978

       29,956

         8,500

       34,000

     117,390

Performance agreement

                 -

                 -

                 -

                 -

         1,363

         1,363

Selic interest rate (Note 34)

                 -

                 -

       19,544

           (128)

       14,929

       34,345

Payments

      (29,327)

      (14,664)

                 -

        (7,263)

                 -

      (51,254)

Concluded projects

                 -

                 -

      (27,467)

                 -

      (25,791)

      (53,258)

Balance as of December 31, 2017

         5,232

         2,616

     316,121

         6,041

     202,465

     532,475

       

 

28Accounts Payable Related to Concession

         

 

 

 

 

 

Discount

Annual

 

 

 

Company

Grant

Signature

Closing

Rate

Adjustment

12.31.2017

12.31.2016

(1) HPP Mauá

Copel GeT

 06.29.2007

 07.03.2007

 07.2042

5.65% p.y.

 IPCA

       16,384

       16,235

(2) HPP Colider

Copel GeT

 12.29.2010

 01.17.2011

 01.2046

7.74% p.y.

 IPCA

       23,188

       22,783

(3) HPP Baixo Iguaçu

Copel GeT

 07.19.2012

 08.20.2012

01.2047

7.74% p.y.

 IPCA

         6,977

         6,299

(4) SHP Cavernoso

Copel GeT

 07.11.2013

 07.11.2013

 07.2018

7.74% p.y.

 IPCA

              27

              66

(5) HPP Apucaraninha

Copel GeT

 07.11.2013

 07.11.2013

 07.2018

7.74% p.y.

 IPCA

            185

            460

(6) HPP Chaminé

Copel GeT

 07.11.2013

 07.11.2013

 07.2018

7.74% p.y.

 IPCA

            320

            795

(7) HPP Derivação Rio Jordão

Copel GeT

 07.11.2013

 02.24.2014

 02.2019

7.74% p.y.

 IPCA

            313

            532

(8) HPP Fundão e HPP Santa Clara

Elejor

 10.23.2001

 10.25.2001

 10.2036

11.00% p.y.

 IGPM

     507,560

     518,372

 

 

 

 

 

 

 

     554,954

     565,542

 

 

 

 

 

 

Current

       62,624

       66,210

 

 

 

 

 

 

Noncurrent

     492,330

     499,332

Discount rate applied to calculate present value:

        

Actual net discount rate, in line with the estimated long-term rate. It bears no relationship with the expected project return.

   
         

Payment to the federal government:

        

Monthly installments equivalent to 1/12 of the annual payment restated, as defined in the concession agreement.

    
         

F-69

 

F-104


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

28.1 Nominal value and present value of accounts payable related to concession

   

 

Nominal value

Present value

2018

                        62,779

                        62,624

2019

                        62,246

                        56,079

2020

                        62,199

                        50,597

2021

                        62,199

                        45,689

After 2021

                   1,024,162

                      339,965

 

                   1,273,585

                      554,954

   

28.2 Changes in accounts payable related to concession

Balance as of January 1, 2016

535,665

Additions

     575,569

Adjust to present value

           (483)

Monetary variations

     103,384

Payments

    (648,593)

Balance as of December 31, 2016

     565,542

Additions

            678

Adjust to present value

         1,432

Monetary variations

       53,173

Payments

      (65,871)

Balance as of December 31, 2017

     554,954

F-105


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

29Other Accounts Payable

   

 

12.31.2017

12.31.2016

Customers

                      33,380

                      32,283

Public lighting rate collected

                      24,101

                      27,565

Aneel Order No. 084/2017 provision

                      22,132

                      20,542

Financial offset for the use of water resources

                      21,467

                      28,880

Investment acquisition

                      12,307

                        9,595

Pledges in guarantee

                        8,837

                        8,067

Reimbursements to customer contributions

                        5,481

                      10,894

Agreement Ivaí Engenharia (a)

                                -

                    122,068

Other liabilities

                      66,549

                      35,422

 

                    194,254

                    295,316

Current

                    121,405

                    264,791

Noncurrent

                      72,849

                      30,525

(a) The agreement covers the discussions on economic - financial balance of contract and extinguishes the judicial process.

F-106


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

2730 Accounts Payable Related to Concession - Use of Public PropertyProvisions for Legal Claims

These referThe Company is defendants in various judicial and administrative proceedings before different courts. Based on assessments made by the Company’s legal counsel, Management makes provisions for actions in which losses are rated probable, thus meeting the criteria for recognition of provisioning described in Note 4.8. to concession chargesthe financial statements at December 31, 2017.

The Company’s management believes that, at the time of preparation of financial statements, it is not practicable to provide information regarding the expected timing of any cash outflows resulting from these legal actions in which the Company is involved, due to the slow pace and unpredictability of Brazilian legal, tax and regulatory systems, and since final resolution of the proceedings for usewhich a provision has been registered depends on the conclusions of public property (UPP).court proceedings. Therefore, this information is not being provided.

30.1 Provisions for legal claims

30.1.1Changes in provisions for litigation in actions rated as probable losses

        

 

 

 

 

 

Current

 

Noncurrent

 

Grant

Signature

Closing

12.31.2014

12.31.2013

12.31.2014

12.31.2013

HPP Mauá (a)

06.29.2007

07.03.2007

07.2042

973

913

13,227

12,612

HPP Colíder (b)

12.29.2010

01.17.2011

01.2046

1,564

118

18,057

17,091

HPP Baixo Iguaçu (c)

07.19.2012

08.20.2012

01.2047

-

-

5,363

-

SHP Cavernoso (d)

07.11.2013

07.11.2013

07.2018

36

35

81

101

SHP Apucaraninha (e)

07.11.2013

07.11.2013

07.2018

251

247

568

702

SHP Chopim I (f)

07.11.2013

07.11.2013

07.2015

33

55

-

26

SHP Chaminé (g)

07.11.2013

07.11.2013

07.2018

434

427

983

1,214

SHP Derivação Rio Jordão (h)

07.11.2013

02.24.2014

02.2019

217

-

589

-

 Fundão – Santa Clara Hydroelectric Energy Complex (i)

10.23.2001

10.25.2001

10.2036

51,447

49,686

397,904

388,547

 

 

 

 

54,955

51,481

436,772

420,293

Companies:

Copel Geração e Transmissão: (a) (b) (c) (d) (e) (f) (g) (h)

Elejor: (i)

        

Discount rate applied to calculate present value:

Actual net discount rate, in line with the estimated long-term rate. It bears no relationship with the expected

project return:

5.65% p.y. (a)

7.74% p.y. (b) (c) (d) (e) (f) (g) (h)

11.00% p.y. (i)

        

Payment to the federal government:

Monthly installments equivalent to 1.12 of the proposed annual payment of R$643 (51% of R$1,262), according toclause six of Concession Agreement no. 001.07: (a)

Monthly installments of 1.12 of the proposed annual payment of R$1,256, from the start of commercial operation ofHPP, as clause 6 of the Concession Agreement no. 001.11: (b)

Monthly installments equivalent to 1.12 of the proposed annual payment, according to clause 5th of ConcessionAgreement no. 007.2013 for 5 years: (c) (d) (e) (f) (g) (h)

Monthly installments equivalent to 1.12 from the proposed annual payment of R$19,000,from the 6th to 35th year of grant or while in the exploitation of hydropower facilities, as Terms of Ratification ofBidding and clause six of the Concession Contract no. 125.01: (i)

        

Annual adjustment of installments for inflation:

IPCA variation(a) (b) (c) (d) (e) (f) (g) (h)

IGP-M variation: (i)

         

 

 

Income

Additions to

 

 

 

 

Balances as of

Provision

Construction

fixed assets

 

 

 

 

January 1, 2017

for litigations

cost

in progress

 

 

Balances as of

 

Restated

Additions

Reversals

Additions

Additions

Discharges

Transfers

December 31, 2017

Tax

 

 

 

 

 

 

 

 

Cofins (a)

93,892

  8,888

(23,032)

  -

-

-

-

79,748

Others (b)

142,985

  21,890

(113,739)

  -

-

  (433)

8,090

58,793

 

236,877

  30,778

(136,771)

  -

-

  (433)

8,090

138,541

Labors (c)

458,901

  122,992

(18,518)

  -

-

(87,744)

-

475,631

Employee benefits (d)

42,366

  61,765

(7,194)

  -

-

(7,498)

-

89,439

Civil

 

 

 

 

 

 

 

 

Civil and administrative claims (e)

295,484

  255,280

(3,240)

  -

-

(28,074)

8,163

527,613

Easements (f)

99,380

  4,593

  -

  4,503

2,641

  (181)

-

110,936

Expropriations and property (g)

65,712

848

  (701)

  24,285

5,499

  (16)

-

95,627

Customers (h)

5,228

  3,884

  (286)

 -

-

  (449)

-

8,377

 

465,804

  264,605

(4,227)

  28,788

8,140

(28,720)

8,163

742,553

Environmental (i)

1,432

960

  (808)

  -

-

-

-

1,584

Regulatory (j)

67,958

  1,648

(5,290)

  -

-

-

-

64,316

 

  1,273,338

  482,748

(172,808)

  28,788

8,140

(124,395)

16,253

  1,512,064

       

Current

112,000

 

 

 

 

 

 

 

Noncurrent

  1,400,064

         
         

 

 

Income

Additions to

 

 

 

 

 

Provision

Construction

fixed assets

 

 

 

 

 

for litigations

cost

in progress

 

 

Balances as of

 

Balances as of

 

 

 

Additions /

 

 

December 31, 2016

 

January 1, 2016

Additions

Reversals

Additions

(Reversals)

Discharges

Transfers

Restated

Tax

 

 

 

 

 

 

 

 

Cofins (a)

258,715

  28,563

(193,386)

  -

-

-

  -

93,892

Others (b)

68,333

 118,357

(9,630)

  -

-

(1,758)

(32,317)

142,985

 

327,048

  146,920

(203,016)

  -

-

(1,758)

(32,317)

236,877

Labors (c)

408,133

  168,352

(9,824)

  -

-

(107,760)

  -

458,901

Employee benefits (d)

104,480

  7,583

(69,334)

  -

-

  (363)

  -

42,366

Civil

 

 

 

 

 

 

 

 

Civil and administrative claims (e)

325,217

  99,205

(53,965)

  -

-

(74,973)

  -

295,484

Easements (f)

62,869

  1,786

(17,141)

  49,842

  2,575

  (551)

  -

99,380

Expropriations and property (g)

196,895

  26,764

 (943)

  1,980

  (5,197)

(1,537)

(152,250)

65,712

Customers (h)

13,656

  -

(2,195)

  -

-

(6,233)

  -

5,228

 

598,637

  127,755

(74,244)

  51,822

  (2,622)

(83,294)

(152,250)

465,804

Environmental (i)

  868

564

  -

  -

-

-

  -

1,432

Regulatory (j)

55,770

  12,211

  (1)

  -

-

  (22)

  -

67,958

 

  1,494,936

  463,385

(356,419)

  51,822

 (2,622)

(193,197)

(184,567)

  1,273,338

         
         

 

27.1 Nominal value and present value – use of public property

   

 

Nominal value

Present value

2014

56,062

53,071

2015

56,394

48,219

2016

56,516

43,659

2017

56,203

39,205

After 2017

1,020,921

307,573

 

1,246,096

491,727

   

F-107

F-70


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

30.1.2Description of nature and/or details of the principal actions

a)Contribution for Social Security Funding (COFINS)

Plaintiff:Federal Tax Authority

Cofins payables and respective interest and fines from August 1995 to December 1996 due to the termination of a judicial decision that had recognized the Company’s exemption from Cofins.

Current status:awaiting judgment.

b)Other tax provisions

Actions relating to federal, state and municipal taxes, fees and other charges: The principal action is described below:

Defendant: Federal Tax Authority

By the case 5037809-14.2015.4.04.7000, Copel GeT required payment in installments of the balance owed on the annual adjustment of corporate income tax (IRPJ) and social contribution (CSLL) for the fiscal year 2014. The Federal Tax Authority consolidated the amount and applied the maximum fine. An injunction was filed against this decision since the Federal Tax Authority failed to obey the limit established in legislation.

Current status: awaiting judgment of the Special Appeal. On December 31, 2016, the amount of R$24,230 was transferred to Other Tax Liabilities (Note 13.3).

F-108


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

27.2 Change in Accounts Payable related to concession - Use of Public Property

    

 

Current

Noncurrent

Total

As of 1.01.2013

48,477

399,080

447,557

ANEEL grant - use of public property

749

4,338

5,087

Transfers

49,128

(49,128)

-

Payments

(48,966)

-

(48,966)

Monetary variations

2,093

66,003

68,096

As of 12.31.2013

51,481

420,293

471,774

ANEEL grant - use of public property

215

8,454

8,669

Transfers

53,214

(53,214)

-

Payments

(51,716)

-

(51,716)

Monetary variations

1,761

61,239

63,000

As of 12.31.2014

54,955

436,772

491,727

    

28Other Accounts Payable

   

 

12.31.2014

12.31.2013

Reimbursements to customer contributions

27,817

19,428

Financial offset for the use of water resources

22,259

22,952

Public lighting rate collected

21,267

21,489

Investment acquisition

18,228

-

Pledges in guarantee

17,721

14,286

Customers

15,954

18,745

Other liabilities

35,048

40,344

 

158,294

137,244

Current

157,988

137,011

Noncurrent

306

233

   

F-71


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

29Provision for Contingencies

29.1 Provision for litigation

The Company and its subsidiaries are party to several claims filed whose losses are considered likely based on the opinion of its legal counsel, for which provisions were recorded.

Changes in provisions and main lawsuits

        

 

 

 

 

 

Additions to

 

 

 

Balances as of

 

 

Construction

fixed assets

 

Balance as of

 

1.01.2014

Additions

Reversals

cost

in progress

Discharges

12.31.2014

Tax

 

 

 

 

 

 

 

Cofins (a)

243,131

11,255

-

-

-

-

254,386

Others

44,108

9,658

(15,310)

-

-

(998)

37,458

 

287,239

20,913

(15,310)

-

-

(998)

291,844

Labors (b)

196,054

139,181

(661)

-

-

(8,328)

326,246

Employee benefits (c)

94,809

56,217

(414)

-

-

(36,069)

114,543

Civil

 

 

 

 

 

 

 

Suppliers (d)

64,775

-

(4,095)

-

-

-

60,680

Civil and administrative claims (e)

197,838

65,040

(47)

-

-

(6,662)

256,169

Easements

10,639

15,770

-

-

-

(1,002)

25,407

Expropriations and property (f)

353,461

39,005

-

(1,850)

11,887

(284)

402,219

Customers

9,633

970

(1)

-

-

-

10,602

 

636,346

120,785

(4,143)

(1,850)

11,887

(7,948)

755,077

Environmental

211

268

-

-

-

-

479

Regulatory (g)

51,468

6,975

-

-

-

-

58,443

 

1,266,127

344,339

(20,528)

(1,850)

11,887

(53,343)

1,546,632

        

  

 

 

 

  

 

Balance as of

 

 

Construction

 

Balance as of

 

1.01.2013

Additions

Reversals

cost

Discharges

12.31.2013

Tax

 

 

 

 

 

 

Cofins (a)

243,131

-

-

-

-

243,131

Others

51,445

14,096

(21,433)

-

-

44,108

 

294,576

14,096

(21,433)

-

-

287,239

Labors (b)

154,990

53,964

(1,577)

-

(11,323)

196,054

Employee benefits (c)

78,670

88,359

(45,563)

-

(26,657)

94,809

Civil

 

 

 

 

 

 

Suppliers (d)

68,630

-

(3,855)

-

-

64,775

Civil and administrative claims (e)

176,811

49,210

(21,621)

-

(6,562)

197,838

Easements

5,964

5,771

(953)

-

(143)

10,639

Expropriations and property (f)

317,472

35,063

-

943

(17)

353,461

Customers

7,477

3,024

(868)

-

-

9,633

 

576,354

93,068

(27,297)

943

(6,722)

636,346

Environmental

193

35

(17)

-

-

211

Regulatory (g)

50,925

5,328

(4,785)

-

-

51,468

 

1,155,708

254,850

(100,672)

943

(44,702)

1,266,127

       

Information on main lawsuits

a)Contribution for Social Security Funding - COFINS

Author:Federal Taxing Department

Cofins collection for the periods from August 1995 to December 1996 and from October 1998 to June 2001, as a result of deconstitution of the sentence which had recognized the Company's exemption as to payment of COFINS tax.

Current situation: awaiting judgment.

b)c)   Labor

Authors:Labor claims comprise claims filed by employees and former employees of Copel and its subsidiaries and former employees of contractors and outsourced companies

Labor claims comprise claims filed by former employees in connection with the payment of overtime, hazardous working conditions, transfer bonuses, salary equality/reclassification, and other matters, and also claims by former employees of contractors and third-partiesthird- parties (secondary responsibility) involving indemnity and other matters.

F-72


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

c)d)   Employee benefits

Authors:Labor claims comprise claims filed by retired former employees of Copelthe Company and its wholly owned subsidiaries

The labor claims against the Copel Foundation, which will have consequential impact on the Company and its wholly owned subsidiaries, since additional contributions will be required.

d)Suppliers

Authors:Rio Pedrinho Energética S.A. and Consórcio Salto Natal Energética S.A.

Copel Distribution filed a legal action to challenge the validity of illegal clauses and conditions in the purchase and sale of energy agreement signed with the companies Rio Pedrinho Energética S.A. and Consórcio Salto Natal Energética S.A. The sellers, after terminating the agreement, resorted to the Arbitration Chamber of Getúlio Vargas Foundation, which sentenced Copel Distribuição to pay the contractual penalty fine, as the Chamber had the understanding that the Company had given rise to the termination.

In the compliance/enforcement of court decision stage, the suppliers submitted bank letters of credit as collateral, and afterwards, attained secured amounts, but the legal action remains classified as a probable loss, due to the recovery of the remaining balance. In the accrued amount, the amount of R$28,345, recorded in the Suppliers account, also makes up the total debt.

Current situation: The judge of the 3rd Public Finance Court ruled the payment of R$22,162 as the outstanding balance, and consequent release of the amounts of R$12,790 and R$9,372 to the enforcement creditors on 04.12.2012, via a bank guarantee. By means of a decision published on January 27, 2015, the judge granted an application to release escrow accounts in favor of Pedrinho Energética, however another magistrate maintained free from any changes the values of the sums under discussion with Consórcio Salto Natal, which decision was submitted to the Courts of Law by Consórcio Salto Natal, by means of an interlocutory appeal.

e)   Civil and administrative claims

Actions involving billing, irregular procedure, administrative contracts and contractual fine, indemnity for accidents with the electric power grid or vehicles.

The balance also contains the amount being discussed by arbitration and under secrecy and confidentiality, in the discovery phase, without no decision being handed down.

The main lawsuits are as follows:

Author:Plaintiff: Tradener Ltda.Amount estimated:Estimated amount: R$76,119115,559

Class actions and civil public actions were filed in which illegalities and annulments relating to the execution of the electric power purchase agreement entered into between the Company and Tradener are pointed out. Class action No. 588/2006 has already been rendered final and unappealable, and the ruling recognized as valid commissions payable by the Company to Tradener. In the civil public action No. 0000219-78.2003.8.16.0004,0000219- 78.2003.8.16.0004, filed by the Prosecution Office, a decision has also been rendered ruling on the absence of irregularities in the electric power purchase agreement. Therefore, the Tradener brought recovery lawsuits, seeking to receive its commissions.

Current status:Case record 0005990.22.2012.8.16.0004 - the Company was ordered to pay the amount of R$107,955, which is the value updated by the (INPC/IBGE) from the maturity of the commissions, plus default interest of 1% per month, as of the date of notification (October 31, 2012), as well as attorneys’ fees. The Company filed an appeal against this decision, however, on November 8, 2016, by majority votes, the Court dismissed the appeal. Copel filed a request for Amendment of Judgment, which was partially granted to resolve obscurity, although without changing the result of the appeal. Copel filed a Special Appeal with the Superior Court of Justice.

Plaintiff: Compensation to third partiesEstimated amount: R$92,663

Lawsuit for compensation of supposed loss to the plaintiff due to work and implementation of the hydroelectric project.  Low court judgment declaring the lawsuit has no grounds and being appealed by the grounded claim of the plaintiff, and the amount of damages should be determined subsequently.

Current status: in the phase of closing of case.

F-73

 

F-109


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Current situation:f) - case record 0005550-26.2012.8.16.0004 - in the judgment rendered on 09.29.2014, the Company was ordered to pay the commissions due to Tradener inEasements

Lawsuits are filed when there is a difference between the amount of R$17,765 on 09.30.2012, which accrues default interest of 1% per month from the date of notification (10.25.2012), plus attorneys' fees set at 9% of the value of the sentencedetermined by Copel for payment and court costs, totaling R$25,468 on 12.31.2014. The Company filed an appeal against this decision, which is still pending judgment.

- case record 00059-90.22.2012.8.16.0004 - in the judgment rendered on 01.27.2014 the Company was ordered to pay the amount of R$50,651, which is the value updatedclaimed by the INPC/IBGEowner and/or when the owner's paper title may not be registered (probate proceedings are underway, properties have no registry number, etc.).

They may also involve third-party interventions for adverse possession, whether from the maturityowners or occupants of the commissions payablecontiguous properties or even in cases of properties where right of way easements is required to Tradener under the purchase agreement entered into with Celesc, plus default interestpreserve limits and boundaries of 1% per month, as of the date of notification (10.31.2012), as well as attorneys' fees in the amount of R$55, which should be adjusted for inflation from the date of judgment by the INPC/IBGE, from 01.27.2014. The Company filed an appeal against this decision, which is still pending judgment.these areas.

f)g)   Expropriations and property

Author:Ivaí Engenharia de Obras S.A.Amount estimated:R$349,080

Collection action proposedLawsuits are filed challenging expropriation when there is a difference between the amount determined by Copel for payment and the amount claimed by the author based on previous declaratory action withowner and/or when the objectiveowner's paper title may not be registered (probate proceedings are underway, properties have no registry number, etc.).

Possessory case actions include those for repossession of which was the recognition of the author's credit claimproperty owned by the imbalanceconcessionaire. Litigation arises when there is a need to repossess properties invaded or occupied by third parties in areas owned by the Company. Cases may also arise from intervention in third-party adverse possession, or owners or occupants of economiccontiguous properties or even in cases of properties to preserve limits and financial equation contract signed withCopel Geração e Transmissão.boundaries of expropriated areas.

Current situation:waiting judgment of 2 requests for clarification feature Copel Geração e Transmissão before the Supreme Court, in which he discusses difference in values arising from the incidence of Selic rate as a monetary adjustment index plus interest for late payment, applied in preparing the expert report. Already provisional execution in progress, however, is suspended for injunctive Copel presented and accepted in Paraná Court of Justice in December, 2014.

g)h)   RegulatoryConsumers

Authors: Companhia Estadual de Energia Elétrica - CEEELawsuits seeking compensation for damages caused in household appliances, lawsuits claiming damages for pain and Dona Francisca Energética S.A.suffering caused by service interruption and lawsuits filed by industrial consumers challenging the lawfulness of the increase in electricity prices while Plano Cruzado (anti-inflation plan) was in effect and claiming reimbursement for the amounts paid by the Company.

Amount estimated: R$41,915

Copel, Copel Geração e Transmissão and Copel Distribuição are discussing in the administrative and judicial spheres of the Regulator possible breaches of regulatory standards, including lawsuits involving the above mentioned companies, against Aneel Decree No. 288/2002.

Current situation: awaiting judgment.

29.2 i)    Contingent liabilitiesEnvironmental

TheClass actions whose purpose is to obstruct the progress of environmental licensing for new projects or to recover permanent preservation areas located around the hydroelectric power plant dams unlawfully used by private individuals. If the outcome of the lawsuits is unfavorable to the Company, management estimates only the cost to prepare new environmental studies and to recover the areas owned by Copel GeT.

They also contemplate the “Termos de Ajuste de Conduta -TAC”, which refers to the commitments agreed upon and approved between the Company and its subsidiaries are party to several claims filed whose lossesthe competent bodies for noncompliance with any condition contained in the Installation and Operation Licenses. As they are considered likely based onliabilities, these amounts are recorded as "obligations" in current and noncurrent liabilities and the opinion of its legal counsel, for which no provisions were recorded.balancing items in property, plant and equipment (construction cost).

F-74

 

F-110


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

 

12.31.2014

12.31.2013

Tax (a)

1,356,224

1,384,115

Labor

558,873

342,887

Employee benefits

107,118

97,979

Civil (b)

698,084

1,006,786

Regulatory

18,464

56,193

 

2,738,763

2,887,960

   

Information on main lawsuits

a)Tax

Author:Federal Taxing DepartmentAmount estimated:R$759,810

Portion of penalty finesFor the years ended December 31, 2017, 2016 and interest relating to the COFINS charges indicated in Note 29.1 as a probable loss.

Current situation: awaiting judgment.

Author:Social Security National Institute - INSSAmount estimated:R$271,163

Administrative proceeding arising from an action to relief from judgment related to the Social Contribution on Revenues (COFINS). It is related to interest and fines for the 1995/96 period and, due to the strong arguments for the defense of such charges, it is classified as possible. The principal amount of this debit, however, is classified as probable and is currently being discussed in the tax foreclosure filed by the Federal Government, which is pending before the 2th Federal Court, as disclosed in Note 29.1-a.

Current situation: awaiting judgment.

Author:Social Security National Institute - INSSAmount estimated:R$50,798

Tax demands against Copel concerning tax enforcement, in order to recover the social security on the sale of hand labor (NFLD No. 35273876-6).

Current situation: awaiting judgment.

b)Civil

Author:Mineradora Tibagiana Ltda. Amount estimated:R$52,625

Legal action seeking compensation for alleged losses in mining activities for the construction work of the HPP Mauá, by the Energy Consortium Cruzeiro do Sul, in which Copel Geração e Transmissão participates with the percentage of 51%.

F-75


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

j)Regulatory

The Company is challenging, both at the administrative and judicial levels, notifications issued by the Regulatory Agency of alleged violations against regulations. The principal action is described below:

Plaintiffs: Companhia Estadual de Energia Elétrica - CEEE and Dona Francisca Energética S.A.

Estimated amount: R$49,397

Copel, Copel GeT and Copel DIS are challenging lawsuits filed against ANEEL's decision No. 288/2002 involving these companies.

Current situation:status:awaiting judgment.

30.2 Contingent liabilities

30.2.1Classification of actions rated as possible losses

Contingent liabilities are present obligations arising from past events for which no provisions are recognized because it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. The following information concerns the nature of the Company’s contingent liabilities and potential losses arising thereof.

 

 

 

 

12.31.2017

12.31.2016

Tax (a)

                     858,082

                     752,625

Labor (b)

                     360,322

                     423,495

Employee benefits (c)

                       20,262

                       23,631

Civil (d)

                  1,091,122

                     594,220

Regulatory (e)

                     793,720

                     765,906

 

                  3,123,508

                  2,559,877

   

30.2.2Description of nature and/or details of the principal actions

a)Tax

Actions relating to federal, state and municipal taxes, fees and other charges in which the Company challenges their applicability, calculation bases and amounts due to be collected. The main lawsuits are as follows:

Plaintiff: Social Security National Institute (INSS)      Estimated amount: R$325,750

F-111


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Tax claims against Copel related to social security contribution on assignment of manpower (lawsuit No. 5003583-56.2010.404.7000); it is worth emphasizing that the case has already been judged favorably to the Company at two court levels, awaiting judgment by the Superior Court of Justice (STJ).

Current status:awaiting judgment.

Plaintiff: Social Security National Institute (INSS)Estimated amount: R$27,845

Tax collections against Copel consisting of social security contribution imposed on the assignment of labor (NFLD - 35.273.876-6). The case has been at Carf (Brazilian Administrative Tax Court) for judgment since 2010. The assessment of risk as possible is due to the existence of several legal arguments to defend the Company, particularly (a) the fact that no services were provided and no labor was assigned and (b) the fact that service providers classified into the Simples (lower taxation) category are not required to withhold that contribution.

Current status: awaiting judgment.

Plaintiff:Author:Ivaí Engenharia de Obras S.A. State Tax Authority (SEFAZ)Estimated amount:Amount estimated:R$289,62169,528

Recovery actionCopel DIS received tax deficiency notice 6.587.156-4 from the State of Paraná for allegedly failing to pay ICMS (VAT) tax on the ‘metered demand’ line in the electricity bills issued to a major consumer between May 2011 and December 2013.

Copel DIS maintains its illegitimacy to appear in the taxable position of this tax assessment, since it was not included in the judicial process, cannot suffer the effects of the judicial decision pronounced in it.

b)Labor

Labor claims comprise claims filed by employees and former employees of Copel and its subsidiaries in connection with the plaintiff grounded on previous declaratory action seeking recognitionpayment of overtime, hazardous working conditions, transfer bonuses, salary equality/reclassification, and other matters, and also claims by former employees of contractors and third- parties (secondary responsibility) involving indemnity and other matters.

c)Employee benefits

Labor claims comprise claims filed by retired former employees of the plaintiff’s credit claim dueCompany and its wholly owned subsidiaries against the Copel Foundation, which will have consequential impact on the Company and its wholly owned subsidiaries, since additional contributions will be required.

d)Civil

Actions involving billing, irregular procedure, administrative contracts and contractual fine, indemnity for accidents with the electric power grid and vehicles.

The balance also contains the amount being discussed by arbitration and under secrecy and confidentiality, in the discovery phase, without no decision being handed down.

F-112


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the economicConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and financial imbalance2015

All amounts expressed in thousands of contract signed withBrazilian reais, unless otherwise stated

The main lawsuits are as follows:

Plaintiff: Mineradora Tibagiana Ltda.       Estimated amount: R$156,398

Action claiming compensation for alleged losses when this mining company was involved in the construction of the Mauá plant by the Energético Cruzeiro do Sul consortium in which Copel Geração e Transmissão.GeT has a 51% stake. The principal amountaction challenges the validity of this debt is classified as a probable loss.the mining permit granted by Mineradora Tibagiana for the Mauá job site and the indemnifying effects arising thereof.

Current situation:status:action awaiting judgment of the 2nd appeal for review of decision filed by Copel Geração e Transmissão before the Supreme Court of Justice, in which it is challenged the difference in values ​​arising from the assessment of Selic rate as a monetary adjustment index plus interest for late payment, applied in the preparation of the expert report.There is already provisional execution in progress, however, is suspended for injunctive Copel presented and accepted in Paraná Court of Justice in December, 2014.lower court.

Plaintiffs:Authors:franchiseesfranchises of the Agency / Copel storeEstimated amount:Amount estimated:R$33,91854,114

Filing of two individual claims against Copel Distribuição ofregarding the franchise contracts forof Copel branches/stores, with the main petition claiming an extension of the term of the contract and secondary petition to recognize the existence of a sub concession, with transfer of the services provided and full pass-throughpass- through of the fees, amongst other amounts.amounts, currently have appeals awaiting trial.

Current situation:status: awaiting judgment.

e)Regulatory

The Company is challenging, both at the administrative and judicial levels, notifications issued by the Regulatory Agency of alleged violations against regulations. The main lawsuits are as follows:

Plaintiff: ANEEL Estimated amount: R$18,922

Copel DIS filed an appeal against a decision by ANEEL's Director-General under Resolution No. 3,959 from December 8, 2015 imposing an inefficiency penalty on Copel DIS due to over-contracting for use of the distribution system (MUSD) with the National Power Network Operator (ONS), obtaining an injunction to suspend the requirement of such penalty.

Current status:awaiting judgment.

Plaintiff: Energia Sustentável do Brasil S.A. - ESBREstimated amount: R$729,609

ESBR brought Ordinary Action No. 10426-71.2013.4.01.4100 against ANEEL in the federal courts of Rondônia, the decision on which: (i) excludes liability for the 535-day schedule overrun in the construction of the Jirau Hydropower Station; (ii) declares any obligations, penalties and costs imposed on ESBR as a result of the schedule overrun to be unenforceable, and (iii) annuls ANEEL Resolution No. 1,732/2013, which recognized a schedule overrun of only 52 days.An appeal has been brought by ANEEL, in progress at the TRF of the 1st Region.

F-113


 

F-76


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

30Equity

30.1 Equity attributable to controlling shareholders

30.1.1Capital

Paid-in share capital was R$6,910,000. The different classes of shares (with no par value) and main shareholders are detailed below:

         

 

 

 

 

 

 

 

Number of shares in units

Shareholders

Common

Class "A” preferred

Class “B” preferred

Total

 

in share

%

in share

%

in share

%

in share

%

State of Paraná

85,028,598

58.63

-

-

-

-

85,028,598

31.07

BNDES

38,298,775

26.41

-

-

27,282,006

21.27

65,580,781

23.96

Eletrobras

1,530,774

1.06

-

-

-

-

1,530,774

0.56

Free float:

 

 

 

 

 

 

 

 

BM&FBOVESPA (a)

19,060,366

13.14

128,427

33.77

55,065,282

42.94

74,254,075

27.14

NYSE (b)

814,822

0.56

-

-

45,768,198

35.69

46,583,020

17.03

Latibex (c)

-

-

-

-

67,549

0.05

67,549

0.02

Municipalities

178,393

0.12

9,326

2.45

3,471

-

191,190

0.07

Other shareholders

119,352

0.08

242,538

63.78

57,498

0.05

419,388

0.15

 

145,031,080

100.00

380,291

100.00

128,244,004

100.00

273,655,375

100.00

(a) São Paulo Stock, Commodities, and Futures Exchange

(b) New York Stock Exchange New York

(c) Latin American Exchange in Euros, related to the Madrid Exchange

The market value of Company stock as ofFor the years ended December 31, 2014, is shown below:

   

 

Number of shares in units

Market value

Ordinary shares

145,031,080

3,610,940

Class “A” preferred shares

380,291

11,409

Class “B” preferred shares

128,244,004

4,561,953

 

273,655,375

8,184,302

   

F-77


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

30.1.2Equity valuation adjustments

Changes in equity valuation adjustments

    

 

Equity
Valuation
Adjustments

Accumulated Other
Comprehensive
Income

Total

As of 1.01.2012

1,442,742

23,304

1,466,046

Adjustments to financial assets available for sale

 

 

 

Financial investments (a)

-

2,261

2,261

Taxes on gains on financial assets

-

(768)

(768)

Accounts receivable related to the concession - Copel Distribuição (a)

-

(13,116)

(13,116)

Taxes on gains on financial assets

-

4,459

4,459

Financial investments Held for Sale

-

406

406

Taxes on gains on financial assets

-

(139)

(139)

Other adjustments:

 

 

 

Other gains - credit from parent company

-

3,164

3,164

Taxes on gains on financial assets

-

(1,076)

(1,076)

Adjustments related to actuarial liabilities:

 

 

 

Post-employment benefits

-

(207,947)

(207,947)

Taxes on making adjustments

-

63,374

63,374

Adjustments related to actuarial liabilities:

 

 

 

Post-employment benefits

(154,006)

 

(154,006)

Taxes on making adjustments

52,362

 

52,362

Attributed to non-controlling interest

-

(626)

(626)

As of 12.31.2012

1,341,098

(126,704)

1,214,394

Adjustments to financial assets available for sale

 

 

 

Financial investments (a)

-

(6,929)

(6,929)

Taxes on gains on financial assets

-

2,356

2,356

Financial investments Held for Sale

-

(306)

(306)

Taxes on gains on financial assets

-

104

104

Adjustments related to actuarial liabilities:

 

 

 

Post-employment benefits

-

(216,967)

(216,967)

Taxes on making adjustments

-

73,769

73,769

Post-employment benefits (a)

-

18,881

18,881

Realization of equity evaluation adjustment

 

 

 

Deemed cost of fixed assets

(154,763)

-

(154,763)

Taxes on making adjustments

52,620

-

52,620

As of 12.31.2013

1,238,955

(255,796)

983,159

Adjustments to financial assets available for sale

 

 

 

Financial investments (a)

-

1,070

1,070

Taxes on gains on financial assets

-

(363)

(363)

Financial investments Held for Sale

-

(190)

(190)

Taxes on gains on financial assets

-

65

65

Adjustments related to actuarial liabilities:

 

 

 

Post-employment benefits

-

140,383

140,383

Taxes on making adjustments

-

(48,584)

(48,584)

Post-employment benefits (a)

-

(582)

(582)

Other adjustments:

 

 

 

Other adjustments - subsidiaries (a)

-

(2,777)

(2,777)

Taxes on other adjustments

-

945

945

Realization of equity evaluation adjustment

 

 

 

Deemed cost of fixed assets

(149,295)

-

(149,295)

Taxes on making adjustments

50,760

-

50,760

Deemed cost of fixed assets - equity (a)

(2,466)

-

(2,466)

Deemed cost of fixed assets - investment realization

(850)

-

(850)

Actuarial liabilities - investment realization

4,381

-

4,381

Attributed to non-controlling interest

-

1,308

1,308

As of 12.31.2014

1,141,485

(164,521)

976,964

(a) Equity in the parent company, net of taxes.

 

 

 

F-78


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

30.1.3The practical outcome of the decision is that, by exempting ESBR, it exposed the distribution utilities with which it had concluded regulated power trading contracts (CCEARs)  including Copel DIS  to the spot market and spot prices during the period.Proposed dividendThe reason is that electricity trading rules require that all electricity consumed be covered by a contract.

The risk of loss in this case is rated ‘possible’, considering the amount of R$729,609, on December 31, 2017. If the actions are judged unfavorably, the amount will be classified as Sectorial Financial Asset to be recovered through tariff rates.

Current status:awaiting judgment.

31Equity

31.1 Capital

Capital consists of common and preferred shares. Each common share entitles its holder to one vote in the general shareholders’ meetings. Preferred shares do not have voting rights and have two classes “A” and “B”.

According to Article 17 and following paragraphs of Federal Law No. 6,404/76, dividends paid to preferred shares must be at least 10% higher than those paid on common shares.

Class “A” preferred shares have priority in the reimbursement of capital and in the distribution of minimum dividends of 10% p.y. (non-cumulative), calculated based on the capital represented by this class of shares.

Class “B” preferred shares have priority in the reimbursement of capital and the right to the distribution of dividends, calculated as 25% of adjusted net income, pursuant to the corporate legislation and to the Company’s by-laws, calculated proportionately to the capital represented by the shares of this class. Dividends for Class “B” have priority only over the common shares and are only paid out of the remaining profits, following payment of priority dividends of class “A” shares.

The paid-in share capital is R$7,910,000. The different classes of shares (with no par value) and main shareholders are detailed below:

   

 

12.31.2014

12.31.2013

Calculation of minimum mandatory dividend (25%) - (1)

 

 

Net income (loss) for the year

1,205,950

1,072,560

Legal Reserve (5%)

(60,298)

(53,628)

Realization of equity evaluation adjustment

99,394

102,143

Calculation basis for minimum mandatory dividends

1,245,046

1,121,075

 

311,262

280,268

 

 

 

Total proposed distribution - (2) (3 + 5)

622,523

560,537

 

 

 

Interest on own capital, net - (3)

30,000

180,000

Tax on interest on own capital

(3,161)

(16,107)

Interest on own capital, net - (4)

26,839

163,893

 

 

 

Dividends proposed - (5)

592,523

380,537

 

 

 

Total proposed distribution, net - (6) (3 + 5)

619,362

544,430

 

 

 

Additional dividend proposed (7) (6-1)

308,100

264,162

 

 

 

Anticipated payment endorsed by the Board of Directors - (8)

377,609

308,932

Interest on own capital, net

26,839

163,893

Dividends

350,770

145,039

 

 

 

Prepayment above the mandatory minimum - (9) (8-1)

66,347

28,664

 

 

 

Adjusted additional dividend proposed (10) (7-9)

241,753

235,498

 

 

 

Gross value of dividends per share:

 

 

Ordinary shares

2.17236

1.95572

Class “A” preferred shares

2.52507

2.52507

Class “B” preferred shares

2.39000

2.15165

 

 

 

Gross amount of dividends per class of shares:

 

 

Ordinary shares

315,060

283,640

Class “A” preferred shares

962

964

Class “B” preferred shares

306,501

275,933

   
         

 

Number of shares in units

Shareholders

Common

Class "A” Preferred

Class “B” preferred

Total

 

 in share

%

 in share

%

 in share

%

 in share

%

State of Paraná

85,028,598

  58.63

  -

  -

85,028,598

  31.07

BNDES

38,298,775

  26.41

  -

27,282,006

  21.26

65,580,781

  23.96

Eletrobrás

1,530,774

  1.06

  -

  -

1,530,774

  0.56

Free float:

 

 

 

 

 

 

 

 

B3

18,691,826

  12.89

  76,763

  23.36

68,879,476

  53.69

87,648,065

  32.03

NYSE

1,144,316

  0.79

  -

31,957,198

  24.91

33,101,514

  12.10

Latibex

  -

  -

  128,231

  0.10

  128,231

  0.05

Municipalities

  178,393

  0.12

  9,326

  2.84

  3,471

  191,190

  0.07

Other shareholders

  158,398

  0.10

  242,538

  73.80

  45,286

  0.04

  446,222

  0.16

 

145,031,080

  100.00

  328,627

  100.00

128,295,668

  100.00

273,655,375

  100.00

         

F-79

 

F-114


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

30.1.4BasicFor the years ended December 31, 2017, 2016 and diluted earnings per share

    

 

12.31.2014

12.31.2013

12.31.2012

Basic and diluted numerator

 

 

 

Basic and diluted net income per share category, attributableto Parent Company:

 

 

 

Common shares

610,434

542,819

354,383

Class “A” preferred shares

1,766

1,714

1,600

Class “B” preferred shares

593,750

528,027

344,705

 

1,205,950

1,072,560

700,688

Basic and diluted denominator

 

 

 

Weighted average number of shares (in thousands):

 

 

 

Common shares

145,031,080

145,031,080

145,031,080

Class “A” preferred shares

381,465

381,737

383,303

Class “B” preferred shares

128,242,830

128,242,558

128,240,992

 

273,655,375

273,655,375

273,655,375

Basic and diluted earnings per share attributable to

 

 

 

Parent Company:

 

 

 

Common shares

4.20899

3.74278

2.44350

Class “A” preferred shares

4.62953

4.49001

4.17424

Class “B” preferred shares

4.62989

4.11741

2.68795

    

30.2 Change in equity attributable to non-controlling interest

     

Percentage of share capital

Compagas: 49%

Elejor: 30%

UEG Araucária: 20%

Total

As of 1.01.2012

101,175

14,215

127,444

242,834

Dividends

(2,415)

(2,371)

-

(4,786)

Equity evaluation adjustment

-

626

-

626

Income for the year

10,170

9,989

5,673

25,832

As of 12.31.2012

108,930

22,459

133,117

264,506

Dividends

(2,531)

(13,437)

-

(15,968)

Income for the year

9,058

12,584

7,233

28,875

As of 12.31.2013

115,457

21,606

140,350

277,413

Dividends

(8,045)

(1,367)

(44,267)

(53,679)

Equity evaluation adjustment

(758)

(550)

-

(1,308)

Income for the year

29,579

5,756

94,330

129,665

As of 12.31.2014

136,233

25,445

190,413

352,091

     

31Operating Revenue

       

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins taxes

ICMS (VAT)

charges (31.5)

(ISSQN )

12.31.2014

Electricity sales to final customers (31.1)

6,581,808

(573,026)

(1,584,499)

(53,130)

-

4,371,153

Electricity sales to distributors (31.2)

4,882,071

(430,976)

-

(80,303)

-

4,370,792

Use of the main distribution and transmission grid (31.3)

3,708,296

(347,962)

(958,690)

(164,174)

-

2,237,470

Construction revenues

1,279,010

-

-

-

-

1,279,010

Revenues from telecommunications

216,223

(11,310)

(38,615)

-

(837)

165,461

Distribution of piped gas

495,132

(45,504)

(58,343)

-

-

391,285

Sectorial financial assets and liabilities result

1,033,866

-

-

-

-

1,033,866

Other operating revenues (31.4)

131,434

(59,529)

-

-

(2,425)

69,480

18,327,840

(1,468,307)

(2,640,147)

(297,607)

(3,262)

13,918,517

       

F-80


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins taxes

ICMS (VAT)

charges (31.5)

(ISSQN )

12.31.2013

Electricity sales to final customers (31.1)

5,111,048

(447,215)

(1,279,446)

(39,738)

-

3,344,649

Electricity sales to distributors (31.2)

2,188,092

(188,282)

-

(67,548)

-

1,932,262

Use of the main distribution and transmission grid (31.3)

3,296,753

(309,979)

(830,890)

(126,908)

-

2,028,976

Construction revenues

1,076,141

-

-

-

-

1,076,141

Revenues from telecommunications

183,695

(9,430)

(32,548)

-

(402)

141,315

Distribution of piped gas

467,750

(42,993)

(56,137)

-

-

368,620

Other operating revenues (31.4)

345,680

(55,715)

-

-

(1,714)

288,251

12,669,159

(1,053,614)

(2,199,021)

(234,194)

(2,116)

9,180,214

       
       

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins taxes

ICMS (VAT)

charges (31.5)

(ISSQN )

12.31.2012

Electricity sales to final customers (31.1)

4,226,962

(391,587)

(1,170,153)

(39,713)

-

2,625,509

Electricity sales to distributors (31.2)

1,865,708

(178,943)

(195)

(63,063)

-

1,623,507

Use of the main distribution and transmission grid (31.3)

5,177,834

(467,475)

(1,205,203)

(674,523)

-

2,830,633

Construction revenues

749,763

-

-

-

-

749,763

Revenues from telecommunications

163,961

(8,701)

(29,244)

-

(451)

125,565

Distribution of piped gas

413,012

(37,969)

(50,031)

-

-

325,012

Other operating revenues (31.4)

240,863

(26,140)

-

-

(1,460)

213,263

 

12,838,103

(1,110,815)

(2,454,826)

(777,299)

(1,911)

8,493,252

       

31.1 Electric sales to final customers by category

       

 

 

 

Gross revenue

 

 

Net revenue

 

12.31.2014

12.31.2013

12.31.2012

12.31.2014

12.31.2013

12.31.2012

Residential

2,110,043

1,605,604

1,302,177

1,429,593

1,074,119

782,292

Industrial

2,369,527

1,956,127

1,493,166

1,563,121

1,263,068

926,562

Commercial, services and other activities

1,365,319

1,022,977

950,689

838,312

626,881

573,831

Rural

305,214

194,085

177,083

260,801

165,078

148,869

Public agencies

152,321

118,263

114,038

108,348

83,811

79,149

Public lighting

127,838

97,565

92,450

78,626

60,070

56,242

Public service

151,546

116,427

97,359

92,352

71,622

58,564

 

6,581,808

5,111,048

4,226,962

4,371,153

3,344,649

2,625,509

       

31.2 Electricity sales to distributors

    

 

 

 

Gross revenue

 

12.31.2014

12.31.2013

12.31.2012

Electric Power Trade Chamber - CCEE

2,987,114

548,073

235,396

Bilateral contracts

1,172,588

863,244

295,049

Agreements for Power Trade on the Regulated Market - CCEAR (auction)

722,120

775,924

1,335,263

Quota system

249

-

-

Sale of electric power in the short-term

-

851

-

 

4,882,071

2,188,092

1,865,708

    

F-81


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

31.331.2  UseEquity valuation adjustments

Fair values of fixed assets - deemed costs - were recognized on the first-time adoption of IFRS. The account “Equity value adjustments” was the balancing item of this adjustment, net of deferred income tax and social contribution, including under the equity method. The realization of such adjustments is recorded in the retained earnings account, to the extent of the main distributiondepreciation or possible write-off of the valued items.

Adjustments arising from the changes in fair value involving financial assets available for sale, as well as actuarial gains and transmission grid  by customer classlosses, are also recorded in this account.

       

 

 

 

Gross revenue

 

 

Net revenue

 

12.31.2014

12.31.2013

12.31.2012

12.31.2014

12.31.2013

12.31.2012

Residential

1,363,517

1,232,186

1,657,936

793,022

720,321

830,282

Industrial

701,408

632,508

1,222,544

398,566

357,094

576,406

Trade, services and other activities

869,622

755,869

1,104,355

506,163

445,273

564,262

Rural

190,620

167,640

230,829

109,278

136,798

165,591

Public entities

108,809

99,147

143,238

72,590

66,815

83,875

Public lighting

97,828

87,666

110,562

56,376

51,198

53,448

Public service

64,337

58,574

102,408

37,212

34,025

50,700

Free customer

147,135

140,135

204,768

126,534

121,705

156,469

Basic Network, BN connections, and connection grid

1,044

1,109

2,520

899

963

1,925

Operating and maintenance income (loss) - O&M

106,833

90,385

52,048

86,590

68,029

46,693

Interest income (loss)

57,143

31,534

346,626

50,240

26,755

300,982

 

3,708,296

3,296,753

5,177,834

2,237,470

2,028,976

2,830,633

       

31.4 Other operating revenues

      

 

 

 

 

 

Gross revenue

 

 

 

12.31.2014

12.31.2013

12.31.2012

Leasing and rent (31.4.1)

  

96,809

180,128

162,989

Income from rendering of services

  

23,987

63,209

53,085

Charged service

  

8,207

9,082

8,214

Reimbursement for unavailability of energy

  

-

77,527

12,068

Other revenues

  

2,431

15,734

4,507

 

 

 

131,434

345,680

240,863

      

31.4.1Revenue from leases and rentals

    

 

12.31.2014

12.31.2013

12.31.2012

Equipment and framework

88,988

77,241

66,177

Thermal Power Plant of Araucária (a)

6,405

101,628

95,253

Facilities sharing

1,210

656

845

Real estate

206

603

714

 

96,809

180,128

162,989

    
    

 

Equity
Valuation
Adjustments

Accumulated Other
Comprehensive
Income

Total

As of 01.01.2015

  1,141,485

(164,521)

976,964

Adjustments to financial assets available for sale

 

 

 

Financial investments

  -

 633

  633

Taxes on adjustments

  -

  (216)

  (216)

Equity interest investments

  -

  (5)

  (5)

Taxes on adjustments

  -

  (1)

  (1)

Adjustments related to actuarial liabilities

 

 

 

Post-employment benefits

  -

410,330

410,330

Taxes on adjustments

 -

(139,059)

(139,059)

Post-employment benefits -  equity

  -

19,660

19,660

Realization of equity evaluation adjustment

 

 

 

Deemed cost of fixed assets

(137,031)

  -

(137,031)

Taxes on the adjustments

46,590

  -

46,590

Attributed to non-controlling interest

  -

  (495)

  (495)

As of 12.31.2015

  1,051,044

126,328

  1,177,372

Adjustments to financial assets available for sale

 

 

 

Financial investments

  -

  (2)

  (2)

Equity interest investments

  -

   3,614

3,614

Taxes on adjustments

  -

(1,229)

(1,229)

Adjustments related to actuarial liabilities

 

 

 

Post-employment benefits

  -

(88,906)

(88,906)

Taxes on adjustments

  -

30,174

30,174

Post-employment benefits -  equity

  -

  (852)

  (852)

Realization of equity evaluation adjustment

 

 

 

Deemed cost of fixed assets

(154,102)

-

(154,102)

Taxes on the adjustments

52,395

-

52,395

Actuarial liabilities - investment realization

(19,933)

  -

(19,933)

Attributed to non-controlling interest

  -

  (65)

  (65)

As of 12.31.2016

929,404

69,062

998,466

Adjustments to financial assets available for sale

 

 

 

Financial investments

  -

  3

  3

Taxes on adjustments

  -

  (1)

 (1)

Equity interest investments

  -

26,135

26,135

Taxes on adjustments

  -

(8,887)

(8,887)

Adjustments related to actuarial liabilities

 

 

 

Post-employment benefits

  -

(46,506)

(46,506)

Taxes on adjustments

  -

16,827

16,827

Realization of equity evaluation adjustment

 

 

 

Deemed cost of fixed assets

(108,561)

  -

(108,561)

Taxes on the adjustments

36,911

  -

36,911

Gains on Investments in equity investments (Note 16.1)

  -

(28,650)

(28,650)

Taxes on adjustments

-

9,741

9,741

Attributed to non-controlling interest

  -

  123

  123

As of 12.31.2017

857,754

37,847

895,601

    

The Company has not identified any operating lease receivables which are non-cancellable.

a)TPP Araucária

In December 2006, UEG Araucária entered into an agreement for the lease of a power plant with Petróleo Brasileiro S.A. - Petrobras, which in turn entered into an operations and maintenance agreement with our subsidiary, Copel Geração e Transmissão, whereby the latter operated and maintained the power plant. Both agreements expired on January 31, 2014. Therefore, as from February 1, 2014, UEG Araucária is responsible for selling the electricity produced by TPP Araucária. This electricity is not sold under long-term agreements, but distributed in the spot market, as established by the National Electric System Operator (ONS).

F-82

 

F-115


 
 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

31.531.3  Regulatory chargesLegal reserve and profit retention reserve

    

 

12.31.2014

12.31.2013

12.31.2012

Energy Development Account - CDE

133,021

79,994

282,683

Research and development and energy efficiency - R&D and PEE

114,257

79,342

74,319

Global Reversion Reserve - RGR quota

50,329

57,050

114,949

Fuel consumption account - CCC

-

17,808

289,686

Other charges

-

-

15,662

 

297,607

234,194

777,299

    

5% of the net income for the year is allocated to the legal reserve, before any other allocation, limited to 20% of capital.

The profit retention reserve is designed to cover the Company's investment program, according to Article 196 of Law No. 6,404/1976. It is funded by retaining any remaining net profit after legal reserve constitution and interest on capital and dividends proposition.

3231.4  Operating Costs and ExpensesProposed dividend distribution

 

 

 

General and

Other income

 

 

Operational

Sales

administrative

(expenses),

 

 

costs

expenses

expenses

net

12.31.2014

Electricity purchased for resale (32.1)

(5,097,719)

-

-

-

(5,097,719)

Charge of the main distribution and transmission grid (32.2)

(384,846)

-

-

-

(384,846)

Personnel and management (32.3)

(781,270)

(12,534)

(259,007)

-

(1,052,811)

Pension and healthcare plans (Note 24)

(157,968)

(1,468)

(42,106)

-

(201,542)

Materials and supplies

(64,238)

(524)

(9,673)

-

(74,435)

Materials and supplies for power electricity

(150,848)

-

-

-

(150,848)

Natural gas and supplies for gas business

(1,469,842)

-

-

-

(1,469,842)

Third-party services (32.4)

(299,958)

(44,517)

(79,989)

-

(424,464)

Depreciation and amortization

(590,540)

(26)

(38,622)

(755)

(629,943)

Provisions and reversals (32.5)

(807,281)

(66,196)

-

(330,205)

(1,203,682)

Construction cost (32.6)

(1,285,902)

-

-

-

(1,285,902)

Other operating costs and expenses (32.7)

(74,665)

4,278

(122,719)

(199,418)

(392,524)

 

(11,165,077)

(120,987)

(552,116)

(530,378)

(12,368,558)

    

 

12.31.2017

12.31.2016

12.31.2015

(1)  Calculation of minimum mandatory dividend (25%)

 

 

 

Net income (loss) for the year (a)

             1,033,626

                958,650

             1,192,738

Legal Reserve (5%)

                (51,681)

                (47,933)

                (59,637)

Realization of equity evaluation adjustment

                  71,650

                101,707

                  90,441

Calculation basis for minimum mandatory dividends

             1,053,595

             1,012,424

             1,223,542

 

                263,399

                253,106

                305,885

 

 

 

 

(2)  Total proposed distribution  (3 + 5)

                289,401

                282,947

                326,795

 

 

 

 

(3)  Interest on own capital, net

                266,000

                282,947

                198,000

Tax on interest on own capital

                (26,002)

                (29,841)

                (20,910)

(4)  Interest on own capital, net

                239,998

                253,106

                177,090

 

 

 

 

(5)  Dividends proposed

                  23,401

                           -

                128,795

 

 

 

 

(6)  Total proposed distribution, net  (4 + 5)

                263,399

                253,106

                305,885

 

 

 

 

Gross value of dividends per share:

 

 

 

Ordinary shares

                1.00801

                0.98539

                1.13716

Class “A” preferred shares

                2.89050

                2.89050

                2.52507

Class “B” preferred shares

                1.10883

                1.08410

                1.25473

 

 

 

 

Gross amount of dividends per class of shares:

 

 

 

Ordinary shares

                146,193

                142,912

                164,924

Class “A” preferred shares

                       950

                       949

                       960

Class “B” preferred shares

                142,258

                139,086

                160,911

(a) The legal reserve, proposed dividends and other corporate impacts recorded in Equity of the financial statements for the years ended December 31, 2016 and 2015 were originally made based on the profit disclosed in those financial statements and did not change due to the restatement mentioned in Note 4.1 since the information available at the time indicated that the corporate impacts would be those approved by the appropriate bodies.

 

 

 

 

General and

Other income

 

 

Operational

Sales

administrative

(expenses),

 

 

costs

expenses

expenses

net

12.31.2013

Electricity purchased for resale (32.1)

(3,336,359)

-

-

-

(3,336,359)

Charge of the main distribution and transmission grid (32.2)

(407,317)

-

-

-

(407,317)

Personnel and management (32.3)

(844,491)

(9,879)

(241,977)

-

(1,096,347)

Pension and healthcare plans (Note 24)

(136,907)

(1,113)

(38,176)

-

(176,196)

Materials and supplies

(62,380)

(935)

(7,163)

-

(70,478)

Materials and supplies for power electricity

(27,187)

-

-

-

(27,187)

Natural gas and supplies for gas business

(295,671)

-

-

-

(295,671)

Third-party services (32.4)

(293,505)

(41,276)

(88,678)

-

(423,459)

Depreciation and amortization

(551,301)

(44)

(51,103)

(755)

(603,203)

Provisions and reversals (32.5)

-

(47,457)

-

(152,098)

(199,555)

Construction cost (32.6)

(1,088,275)

-

-

-

(1,088,275)

Other operating costs and expenses (32.7)

5,395

5,089

(103,007)

(251,057)

(343,580)

 

(7,037,998)

(95,615)

(530,104)

(403,910)

(8,067,627)

F-116

F-83


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

In accordance with legal and statutory requirements in effect, the basis for calculating the minimum mandatory dividends is obtained from the net income for the year, less the portion that will fund the legal reserve. However, Management decided to include in this basis the amount related to the realization of the equity value adjustments, specifically to compensate the effects coming from the increase of the depreciation expense arriving from the adoption of the new accounting standards. This procedure reflects the policy to distribute dividends to Company’s shareholders, which will be effective during the realization of the entire asset/liability valuation adjustments account.

The distribution of the minimum mandatory dividend is recognized as a liability in the Company’s financial statements at year-end.

The tax benefit of interest on capital is recorded in the statement of income in the moment of its recognition in accounts payable.

31.5 Earnings per share - basic and diluted

 12.31.201712.31.2016
Restated 
12.31.2015
Restated 
Basic and diluted numerator    
Basic and diluted earnings allocated by classes of shares, allocated    
to controlling shareholders    
Common shares 523,206 453,427 561,637 
Class “A” preferred shares 1,304 1,197 1,620 
Class “B” preferred shares 509,116 441,148 546,292 
 1,033,626 895,772 1,109,549 
Basic and diluted denominator    
Weighted average of shares (in thousands):    
Common shares 145,031,080 145,031,080 145,031,080 
Class “A” preferred shares 328,627 348,531 380,291 
Class “B” preferred shares 128,295,668 128,275,764 128,244,004 
 273,655,375 273,655,375 273,655,375 
Basic and diluted earnings per share attributable to shareholders of    
parent company:    
Common shares 3.60754 3.12641 3.87253 
Class “A” preferred shares 3.96830 3.43906 4.25990 
Class “B” preferred shares 3.96830 3.43906 4.25979 

F-117


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

32Net Operating Revenue

       

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins

ICMS (VAT)

charges (32.2)

(ISSQN)

12.31.2017

Electricity sales to final customers

8,689,516

  (749,683)

  (2,039,245)

   (1,219,055)

  -

4,681,533

Residential

2,829,626

   (242,916)

   (771,902)

(433,080)

   -

  1,381,728

Industrial

2,382,314

   (208,226)

   (433,088)

(252,531)

   -

  1,488,469

Trade, services and other activities

1,908,426

   (163,834)

   (548,328)

(291,798)

   -

  904,466

Rural

772,465

  (66,314)

  (75,137)

(119,645)

   -

  511,369

Public entities

236,719

  (20,322)

  (46,506)

   (36,418)

   -

  133,473

Public lighting

244,381

  (20,979)

  (70,811)

   (37,359)

   -

  115,232

Public service

315,585

  (27,092)

  (93,473)

   (48,224)

   -

  146,796

Electricity sales to distributors

3,529,770

   (300,003)

-

   (53,413)

   -

3,176,354

Bilateral contracts

1,947,862

   (203,994)

-

   (30,656)

   -

  1,713,212

Electric Energy Trade Chamber - CCEE

1,077,943

  (45,889)

-

   (16,966)

   -

  1,015,088

CCEAR (auction)

367,970

  (38,537)

-

  (5,791)

   -

  323,642

Interest (Note 10.2)

   82,160

-

-

  -

   -

82,160

Quota system

   53,835

  (11,583)

-

   -

   -

42,252

Use of the main distribution and transmission grid

6,442,761

  (588,291)

  (1,488,323)

   (748,206)

  -

3,617,941

Residential

2,025,400

   (189,915)

   (572,269)

(252,690)

  -

  1,010,526

Industrial

1,076,613

  (96,059)

   (385,725)

(126,842)

   -

  467,987

Trade, services and other activities

1,310,903

   (122,168)

   (386,320)

(162,367)

   -

  640,048

Rural

342,195

  (32,056)

  (25,811)

   (43,365)

   -

  240,963

Public entities

174,427

  (16,355)

  (33,384)

   (21,922)

   -

  102,766

Public lighting

167,907

  (15,744)

  (48,668)

   (20,935)

   -

82,560

Public service

126,795

  (11,889)

  (36,146)

   (15,816)

   -

62,944

Free consumers

663,248

  (62,190)

-

  (84,633)

   -

  516,425

Basic network, BN connections, and connection grid

  1,387

(130)

-

  (177)

   -

   1,080

Operating and maintenance income - O&M

113,324

  (16,733)

-

  (7,793)

   -

88,798

Interest income (a)

440,562

  (25,051)

-

   (11,666)

   -

  403,845

Construction income

868,001

-

-

   -

   -

868,001

Fair value of assets from the indemnity for the concession

   57,080

-

-

   -

   -

   57,080

Telecommunications

426,773

  (15,854)

  (99,460)

   -

   (2,507)

308,952

Distribution of piped gas

621,992

  (58,959)

   (107,912)

   -

   (306)

454,815

Sectorial financial assets and liabilities result

767,040

  (48,214)

-

   -

   -

718,826

Other operating revenue

171,356

  (27,710)

-

   -

   (2,575)

  141,071

Leasing and rent (32.1)

109,230

  (17,664)

-

   -

   -

91,566

Income from rendering of services

   30,247

(4,891)

-

   -

   (2,575)

22,781

Charged service

   15,981

(2,584)

-

   -

   -

13,397

Other income

   15,898

(2,571)

-

   -

   -

13,327

 

  21,574,289

  (1,788,714)

  (3,734,940)

   (2,020,674)

  (5,388)

  14,024,573

 CCEAR - Agreements for Power Trade on the Regulated Market

 (a) Of the total gross revenue from Interest income, R$361,156 refers to the gain on RBSE assets (Note 10.4).

F-118


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

 

 

General and

Other income

 

 

Operational

Sales

administrative

(expenses),

 

 

costs

expenses

expenses

net

12.31.2012

Electricity purchased for resale (31.1)

(2,807,735)

-

-

-

(2,807,735)

Electricity grid use charges (31.2)

(772,361)

-

-

-

(772,361)

Personnel and management (31.3)

(944,913)

(8,910)

(291,828)

-

(1,245,651)

Planos previdenciário e assistencial (NE nº 23)

(141,368)

(996)

(40,514)

-

(182,878)

Materials and supplies

(60,798)

(716)

(8,273)

-

(69,787)

Materials and supplies for power electricity

(25,511)

-

-

-

(25,511)

Natural gas and supplies for gas business

(247,770)

-

-

-

(247,770)

Third-party services (31.4)

(291,048)

(38,614)

(79,216)

-

(408,878)

Depreciation and amortization

(508,887)

(42)

(40,172)

(754)

(549,855)

Provisions and reversals (31.5)

-

(22,826)

-

(195,970)

(218,796)

Construction cost (31.6)

(733,577)

-

-

-

(733,577)

Other operating costs and expenses (31.7)

(6,668)

6,445

(81,910)

(155,827)

(237,960)

 

(6,540,636)

(65,659)

(541,913)

(352,551)

(7,500,759)

32.1 Electricity purchased for resale

 

12.31.2014

12.31.2013

12.31.2012

Purchase of Energy in the Regulated Environment - CCEAR

3,394,222

2,305,809

1,927,903

Electric Energy Trading Chamber - CCEE

2,281,328

663,936

312,125

(-) Transfer CDE and ACR Account - Decrees 8,221/2014 and 7,945/2013 (32.1.1)

(1,253,436)

(294,085)

-

Itaipu Binacional

756,127

610,404

503,335

Bilateral contracts

177,149

217,069

203,115

Program for incentive to alternative energy sources - Proinfa

183,617

166,653

143,587

(-) PIS/Pasep/Cofins taxes on electricity purchased for resale

(441,288)

(333,427)

(282,330)

 

5,097,719

3,336,359

2,807,735

32.1.1(-) CDE Transfer and ACR Account - Decrees nos. 8221/2014 and 7891/2013

CDE Transfer 7,891/2013 - Involuntary Exposure to Hydrological Risk

By means of Decree no. 7,891/2013 subsequently amended by Decrees nos. 7,945/2013 and 8,203/2014, the Federal Government consented to cover costs by means of CDE financial transfers, in order to neutralize exposure to the short-term market by distribution concessionaires, to cover any additional costs by distribution concessionaires resulting from activating thermoelectric plants owing to energy security (ESS) and neutralizing involuntary contractual exposure by distribution concessionaires in the short-term market resulting from unsuccessful acquisitions in energy auctions.

The funds reserved by Copel Distribuição to cover energy costs due to involuntary exposure and hydrological risk, pursuant to Decree no. 7,891/2913, totaled R$294,085 for 2013 and R$114,553 in 2014, regarding this year’s month of January as provided by Decree no. 8,203/2014,and R$1,412, related to December 2013 provision adjustments.

       

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins

ICMS (VAT)

charges (32.2)

(ISSQN)

12.31.2016

Electricity sales to final customers

9,606,133

  (884,681)

  (2,426,940)

(1,063,007)

   -

  5,231,505

Residential

2,841,218

  (298,659)

  (790,401)

(380,973)

   -

  1,371,185

Industrial

3,029,411

  (273,901)

  (674,630)

(284,922)

   -

  1,795,958

Trade, services and other activities

2,130,228

  (194,630)

  (622,946)

(247,449)

   -

  1,065,203

Rural

815,079

(48,216)

  (120,854)

   (61,557)

  -

  584,452

Public entities

236,550

(21,881)

(48,148)

   (27,986)

   -

  138,535

Public lighting

229,182

(21,199)

(66,481)

   (26,962)

  -

  114,540

Public service

324,465

(26,195)

  (103,480)

   (33,155)

   -

  161,635

Electricity sales to distributors

2,963,349

  (239,531)

   -

   (47,746)

   -

  2,676,072

Bilateral contracts

1,366,552

  (134,439)

   -

   (23,361)

   -

  1,208,752

Electric Energy Trade Chamber - CCEE

753,392

(23,116)

   -

   (12,879)

   -

  717,397

CCEAR (auction)

673,154

(66,223)

   -

   (11,508)

   -

  595,423

Interest (Note 10.2)

   96,783

   -

   -

   -

   -

96,783

Quota system

   73,468

(15,753)

   -

   -

  -

57,715

Use of the main distribution and transmission grid

6,974,829

  (575,166)

  (1,511,601)

(911,479)

   -

  3,976,583

Residential

2,060,305

  (192,823)

 (584,025)

(306,096)

   -

  977,361

Industrial

1,246,575

  (112,443)

  (391,804)

(177,993)

   -

  564,335

Trade, services and other activities

1,409,771

  (131,352)

  (402,233)

(208,471)

   -

  667,715

Rural

339,438

(31,752)

(15,451)

   (51,196)

   -

  241,039

Public entities

168,823

(15,800)

(33,369)

   (25,224)

   -

94,430

Public lighting

167,255

(15,653)

(48,489)

   (24,839)

  -

78,274

Public service

125,928

(11,786)

(36,230)

   (18,703)

   -

59,209

Free consumers

398,024

(37,251)

   -

   (60,242)

   -

  300,531

Basic network, BN connections, and connection grid

  1,494

   (140)

   -

  (226)

   -

   1,128

Operating and maintenance income - O&M

151,984

   (5,456)

   -

  (8,026)

   -

  138,502

Interest income (a)

905,232

(20,710)

  -

   (30,461)

   -

  854,061

Construction income

1,279,642

   -

   -

   -

   -

  1,279,642

Fair value of assets from the indemnity for the concession

132,741

   -

   -

   -

   -

  132,741

Telecommunications

357,361

(13,872)

(79,582)

   -

   (2,326)

  261,581

Distribution of piped gas

647,579

(62,037)

  (113,657)

   -

   -

  471,885

Sectorial financial assets and liabilities result

  (1,079,662)

   -

   -

   -

   -

   (1,079,662)

Other operating revenue

179,820

(26,072)

   -

  -

   (2,342)

  151,406

Leasing and rent (32.1)

103,793

(15,049)

   -

   -

   -

88,744

Income from rendering of services

  32,575

   (4,723)

   -

   -

   (2,342)

25,510

Charged service

   10,148

   (1,471)

   -

   -

  -

   8,677

Other income

   33,304

   (4,829)

   -

   -

   -

28,475

 

  21,061,792

  (1,801,359)

  (4,131,780)

(2,022,232)

  (4,668)

   13,101,753

 (a) Of the total gross revenue from Interest income, R$809,639 refers to the gain on RBSE assets (Note 10.4).

F-84

 

F-119


 

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

       

 

Gross

PIS/Pasep

 

Regulatory

Service tax

Net revenues

 

revenues

and Cofins

ICMS (VAT)

charges (32.2)

(ISSQN)

12.31.2015

Electricity sales to final customers

  11,289,201

  (1,045,529)

  (2,784,289)

(1,712,463)

  -

  5,746,920

Residential

3,554,995

  (330,341)

  (850,197)

(569,767)

   -

  1,804,690

Industrial

3,829,081

  (352,086)

  (910,291)

(517,248)

   -

  2,049,456

Trade, services and other activities

2,511,750

  (233,626)

  (720,302)

(401,855)

   -

  1,155,967

Rural

546,685

(50,800)

(68,351)

   (88,196)

  -

  339,338

Public entities

273,120

(25,379)

(54,202)

   (43,876)

   -

  149,663

Public lighting

271,036

(25,185)

(79,645)

   (43,302)

   -

  122,904

Public service

302,534

(28,112)

  (101,301)

   (48,219)

   -

  124,902

Electricity sales to distributors

4,130,184

  (350,796)

  -

   (71,947)

   -

  3,707,441

Bilateral contracts

1,160,503

  (196,524)

   -

   (20,301)

   -

  943,678

Electric Energy Trade Chamber - CCEE

2,159,431

(18,079)

   -

   (37,774)

   -

  2,103,578

CCEAR (auction)

793,036

  (134,295)

   -

   (13,872)

   -

  644,869

Quota system

   17,214

   (1,898)

   -

   -

   -

15,316

Use of the main distribution and transmission grid

5,879,729

  (547,565)

  (1,420,129)

(1,523,530)

   -

  2,388,505

Residential

1,961,163

  (183,621)

  (547,296)

(523,264)

   -

  706,982

Industrial

1,280,283

  (117,076)

  (370,565)

(333,412)

   -

  459,230

Trade, services and other activities

1,399,336

  (130,688)

  (388,512)

(372,433)

   -

  507,703

Rural

300,297

(28,116)

   (5,890)

   (80,913)

   -

  185,378

Public entities

161,275

(15,100)

(31,870)

   (43,164)

   -

71,141

Public lighting

153,826

(14,402)

(44,553)

   (41,027)

   -

53,844

Public service

111,539

(10,443)

(31,443)

   (29,757)

  -

39,896

Free consumers

282,241

(26,426)

   -

   (76,104)

   -

  179,711

Basic network, BN connections, and connection grid

  1,352

   (127)

   -

  (365)

   -

   860

Operating and maintenance income - O&M

   91,772

(11,643)

   -

   (12,466)

   -

67,663

Interest income (a)

136,645

   (9,923)

   -

   (10,627)

   -

  116,095

Construction income

1,196,324

   -

   -

   -

   -

  1,196,324

Fair value of assets from the indemnity for the concession

217,713

   -

   -

   -

   -

  217,713

Telecommunications

277,876

(10,760)

(55,038)

   -

   (2,151)

  209,927

Distribution of piped gas

704,625

(66,877)

  (111,349)

  -

   -

  526,399

Sectorial financial assets and liabilities result

858,170

   -

   -

   -

   -

  858,170

Other operating revenue

119,402

(22,545)

   -

   -

   (2,412)

94,445

Leasing and rent (32.1)

   88,008

(16,618)

   -

  -

   -

71,390

Income from rendering of services

   17,203

   (3,248)

   -

   -

   (2,412)

11,543

Charged service

  8,773

   (1,656)

   -

   -

   -

   7,117

Other income

  5,418

   (1,023)

   -

  -

   -

   4,395

 

  24,673,224

  (2,044,072)

  (4,370,805)

(3,307,940)

   (4,563)

   14,945,844

       

F-120


ACR Account Transfer - Decree no. 8,221/2014COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

In the light of the unfavorable hydrological scenario, Decree no. 8,221/2014 was published and created the ACR Account with a view to covering in whole or in part any additional costs through involuntary exposureNotes to the short-term marketConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and thermoelectric activation,2015

All amounts expressed in connection withthousands of Brazilian reais, unless otherwise stated

32.1 Leasing and rent

32.1.1Revenues from leases and rentals

    

 

12.31.2017

12.31.2016

12.31.2015

Equipment and framework

                 106,790

                 103,490

                   87,190

Facilities sharing

                     2,159

                        248

                        547

Real estate

                        281

                          55

                        271

 

                 109,230

                 103,793

                   88,008

    

F-121


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the CCEAR’s – Electricity Sales ContractsConsolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in the Regulated Environment in the availability mode. The transfers received by Copel Distribuição during 2014thousands of Brazilian reais, unless otherwise stated

32.1.2Receivables from the ACR Account totaled R$1,137,471.non-cancelable leases

     

 

Less than

 

Over

Total

 

 1 year

 1 to 5 years

 5 years

 12.31.2017 

Facilities sharing

                1,079

                5,396

              13,622

              20,097

     

32.2  Charge of the main distribution and transmission gridRegulatory charges

 

12.31.2014

12.31.2013

12.31.2012

System use charges

516,284

394,529

689,696

Itaipu transportation charges

67,263

51,188

45,217

Charge reserve energy - EER

4,554

16,672

49,228

System Service Charges - ESS

71,865

308,864

75,485

(-) Transfer CDE - ESS - Decree 7,891 / 2013 (32.2.1)

-

(319,624)

-

(-) Reserve energy account - Coner - Normative Resolution 613/2014 (32.2.2)

(232,706)

-

-

(-) PIS/Pasep and Cofins over electricity grid use charges

(42,414)

(44,312)

(87,265)

 

384,846

407,317

772,361

    

 

12.31.2017

12.31.2016

12.31.2015

Energy Development Account - "CDE Energia" (32.2.1)

                 718,154

                 790,117

                 497,667

Energy Development Account - "CDE Uso" (32.2.1)

                 708,555

                 876,361

              1,494,630

Other charges - rate flags

                 420,027

                 203,671

              1,120,218

Research and development and energy efficiency - R&D and EEP

                 117,390

                 100,039

                 126,656

Global Reversion Reserve - RGR quota

                   46,825

                   42,887

                   62,554

Inspection fee

                     9,723

                     9,157

                     6,215

 

           2,020,674

           2,022,232

           3,307,940

    

 

32.2.1    Energy Development Account - CDE Transfer 7,891/2013 – ESS

The funds reservedprimary objectives of the Energy Development Account (CDE) created by Copel DistribuiçãoLaw No. 10,438/2002 and amended by Law No. 12,783/2013, are: (i) universalization of the electric power service; (ii) subsidy to the low income residential subclass; (iii) Fuel Consumption Account - CCC; (iv) amortization of financial operations associated with the compensation upon the reversal of concessions or to meet the purposes of moderateness of tariffs; (v) competitiveness of the power produced by national mineral coal in the areas served by interlinked systems; (vi) competitiveness of the power produced by wind sources, small hydroelectric power plants, biomass, natural gas and other renewable sources; (vii) subsidy for tariff discounts to the distributors due to the loss of revenue from discounted granted on tariffs of use of electric power systems; (viii) administrative funding grants for management of CDE, CCC and RGR by CCEE; and (ix) compensation to the rural electrification cooperatives, concessionaires or permission holders by the tariff impact from the reduced density of load in relation to the supplying concessionaire.

F-122


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

CDE’s quotas were originally defined based on the CCC figures for the 2001 Interconnected Systems, the values of which were adjusted annually starting in 2002 in proportion to the market growth of each agent, and in 2004 also by the IPCA. As of Law 12,783/2013, the system is changed and quotas are defined based on the resources needed to achieve its purposes and other revenues related to the CDE. The CDE charge incorporates:

i) annual quota of “CDE-Uso”: this quota is allocated to the financing of the objectives of the CDE, set forth in its annual budget, defined by the Federal Government, as provided in §§ 2 and 3 of art. 13 of Law 10,438/2002, with wording given by Law No. 12,783/2013.

ANEEL Resolution No. 2202/2017 defined the CDE-Uso quota, in the monthly amount of R$53,329 as of January 2017. However, as of February of the same year, the monthly amount of the quota was changed to R$61,159, established by ANEEL Resolution No. 2,204/2017;

ii) annual quota “CDE - Energia” (ACR account): this quota is intended for the discharge of credit operations contracted by CCEE in the management of the Regulated Contracting Environment - ACR Account, in compliance with Decree No. 8,222/2014, and pursuant to ANEEL Normative Resolution No. 612/2014.

The purpose of the ACR Account is to cover relatedcosts relating to System Service Charges (ESS) pursuant to Decree no. 7,891/2013, citedinvoluntary spot market exposure and the costs of thermal power dispatching in Note 32.1.1, totaled R$319,624 for 2013.

32.2.2Reserve Energy Account (Coner) - Normative Resolution no. 613/20142014.

Resolution 613/2014 established criteria for allocating Coner financial surpluses, which provided effectsNo. 1,863/2015 defined the value of the CDE quota (ACR Account) at R$46,638, as of June 2015. Beginning June 2016, by means of mitigatingResolution No. 2,004/2015, the amount of the quota was updated to R$49,362. In April 2017, the quota was reduced to R$37,907 until March 2018, and from April 2018 to March 2020, the quota will be R$49,362, as approved by Resolution No. 2,231/2017. These installments are updated annually, in accordance with the conditions contracted by CCEE for each of the loans made with the participating financial institutions; and

iii) annual quota CDE-Energia: destined to the return of the resources received by the distribution concessionaires, from January 2013 to January 2014, to cover costs relating to involuntary spot market exposure and the hydrological risk of the plants contracted on a regime of quotas, and the costs of thermal power dispatching for reasons of energy security, in compliance with Decree 7,895/2013 and Decree 8,203/2014.

From June 2016 to May 2017, the monthly amount of the CDE-Energia quota was established at R$18,947 by ANEEL Resolution No. 2,077/2016. From June 2017, the monthly quota was changed to R$20,138, by Resolution No. 2,204/2017.

F-123


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Preliminary injunctions

As a result of preliminary injunctions in favor of the Brazilian Association of Large Industrial Consumers and Free Consumers - Abrace, and of the National Association of Energy Consumers - Anace and other associates, which challenge at court the tariff components of CDE-Uso and CDE-Energia, ANEEL, through Resolutions 1,967/2015, 1,986/2015 and 2,083/2016, ratified the tariff calculation deducting these charges from associates of those entities, as long as the preliminary injunctions granted in Judicial Proceedings No. 24648-39.2015.4.01.3400 and No. 0069262-32.2015.4.01.3400 / 16th Federal Court are in effect.

On the other hand, by the preliminary injunction in favor of Abradee, the associated distributors are guaranteed the right of non-transfer, deducting from the portion of CDE-Uso and CDE-Energia the amounts not collected due to the effects of the preliminary injunction. This deduction, which covers all preliminary injunctions, was approved by ANEEL by Order No. 1,576/2016.

Moreover, in compliance with the preliminary injunction granted in the Judicial Proceedings No. 0028882 -30.2016.4.01.3400 of the 2nd Federal Court, ANEEL, through Order No. 2,634/2016, ratified, regarding the 2016 tariff process, new Tariffs for electricity network use.Use of Distribution Systems - Tusd for Abrace members, effective as of June 29, 2016 for as long as the effects of the preliminary injunction relief remain. In addition to the Abrace and Anace associates, other companies have also obtained favorable injunctions, with publication of new tariffs.

By means of Resolution No. 2,255 of 06.20.2017, Article 14, the tariff components of the Energy Tariff (TE) in R$/MWh, which must be applied in compliance with the injunctions granted in lawsuits that remain for the 2017 tariff process. As shown in table 11 to this Resolution, the customer units included in injunctions 0069262-32.2015.4.01.3400, of the National Association of Energy Consumers - Anace, and No. 0028996- 66.2016.4.01.3400, of the Labor Union of Cement Industry - SNIC, currently totaling 7 customer units, will continue to benefit from the reduced tariffs.

Accordingly, Copel DIS has been carrying out the deduction of the payment of the CDE quota from the unbilled amounts resulting from these injunctions, thus not impacting the distributor’s result. The differences between the rate coverage for this charge and the amount actually paid, from the beginning of the preliminary injunction to December 2017, represent the amount of R$111,912 for CDE Uso and R$14,105 for CDE Energy.

32.332.3 Copel DIS periodic tariff adjustment

The annual tariff adjustment, which occurs between tariff reviews, is approved by ANEEL based on a formula defined in the concession agreement and on regulations established in Proret, which consider for unmanageable costs (Portion A) the variations incurred in the period and for manageable costs (Portion B) the IPCA variation, adjusted by applying the Factor X.

F-124


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

ANEEL’s Resolution No. 2,255 of June 20, 2017 approved the result of Copel DIS Annual Tariff Review and authorized a 5.85% average adjustment to be perceived by consumers, consisting of: -0.73% related to the inclusion of financial components; 1.07% from updating Portion B; 2.78% from adjusting Portion A; and 2.73% reflecting the withdrawal of the financial components from the previous tariff process.

This adjustment was fully applied to Copel DIS tariffs as of June 24, 2017.

33Operating Costs and Expenses

 

Operational

costs

Selling

expenses

General and

administrative

expenses

Other

operating

expenses, net

12.31.2017

Electricity purchased for resale (33.1)

    (6,165,450)

                 -

                         -

                        -

   (6,165,450)

Charge of the main distribution and transmission grid

       (712,030)

                 -

                         -

                        -

      (712,030)

Personnel and management (33.2)

       (984,011)

     (20,435)

            (338,898)

                        -

   (1,343,344)

Pension and healthcare plans (Note 25.3)

       (175,479)

       (2,424)

              (59,694)

                        -

      (237,597)

Materials and supplies 

         (71,535)

          (968)

              (10,621)

                        -

        (83,124)

Materials and supplies for power electricity

         (97,360)

                 -

                         -

                        -

        (97,360)

Natural gas and supplies for gas business

       (309,542)

                 -

                         -

                        -

      (309,542)

Third-party services (33.3)

       (386,435)

     (18,826)

            (116,254)

                        -

      (521,515)

Depreciation and amortization

       (686,007)

            (16)

              (32,070)

             (13,506)

      (731,599)

Estimated losses, provisions and reversals  (33.4)

        122,782

     (90,478)

                         -

           (397,843)

      (365,539)

Construction cost (33.5)

    (1,003,881)

                 -

                         -

                        -

   (1,003,881)

Other operating costs and expenses, net (33.6)

       (196,942)

     (35,903)

            (128,138)

             (52,967)

      (413,950)

 

  (10,665,890)

   (169,050)

            (685,675)

           (464,316)

 (11,984,931)

      
      

 


Operational

costs


Selling

expenses

General and

administrative

expenses

Other

operating

expenses, net

12.31.2016

Electricity purchased for resale (33.1)

   (4,685,604)

                  -

                        -

                         -

   (4,685,604)

Charge of the main distribution and transmission grid

      (866,243)

                  -

                        -

                         -

      (866,243)

Personnel and management (33.2)

      (976,027)

      (17,314)

           (311,077)

                         -

   (1,304,418)

Pension and healthcare plans (Note 25.3)

      (192,880)

        (2,616)

             (64,271)

                         -

      (259,767)

Materials and supplies 

        (71,747)

           (851)

               (8,865)

                         -

        (81,463)

Materials and supplies for power electricity

        (33,352)

                  -

                        -

                         -

        (33,352)

Natural gas and supplies for gas business

      (325,413)

                  -

                        -

                         -

      (325,413)

Third-party services (33.3)

      (369,442)

      (53,659)

           (127,392)

                         -

      (550,493)

Depreciation and amortization

      (664,470)

             (31)

             (30,290)

             (13,505)

      (708,296)

Estimated losses, provisions and reversals  (33.4)

      (567,112)

    (184,610)

                        -

             (16,974)

      (768,696)

Construction cost (33.5)

   (1,280,745)

                  -

                        -

                         -

   (1,280,745)

Other operating costs and expenses, net (33.6)

      (201,080)

          8,633

           (199,250)

             (23,159)

      (414,856)

 

 (10,234,115)

    (250,448)

           (741,145)

             (53,638)

 (11,279,346)

      
      

 

 

 

General and

Other

 

 

Operational

Selling

administrative

operating

 

 

costs

expenses

expenses

expenses, net

12.31.2015

Electricity purchased for resale (33.1)

    (6,032,916)

                -

                         -

                            -

    (6,032,916)

Charge of the main distribution and transmission grid

       (919,788)

                -

                         -

                            -

       (919,788)

Personnel and management (33.2)

       (863,406)

    (15,617)

            (289,827)

                            -

    (1,168,850)

Pension and healthcare plans (Note 25.3)

       (196,238)

      (2,388)

              (55,701)

                            -

       (254,327)

Materials and supplies 

         (66,968)

         (748)

                (8,986)

                            -

         (76,702)

Materials and supplies for power electricity

       (199,323)

                -

                         -

                            -

       (199,323)

Natural gas and supplies for gas business

    (1,176,090)

                -

                         -

                            -

    (1,176,090)

Third-party services (33.3)

       (365,745)

    (41,876)

            (111,882)

                            -

       (519,503)

Depreciation and amortization

       (600,240)

           (35)

              (68,558)

                   (7,639)

       (676,472)

Estimated losses, provisions and reversals  (33.4)

          66,029

  (226,837)

                         -

                 (50,021)

       (210,829)

Construction cost (33.5)

    (1,251,004)

                -

                         -

                            -

    (1,251,004)

Other operating costs and expenses, net (33.6)

       (193,627)

        4,104

            (135,652)

               (100,959)

       (426,134)

 

  (11,799,316)

  (283,397)

            (670,606)

               (158,619)

  (12,911,938)

      

F-125


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

33.1 Electricity purchased for resale

    

 

12.31.2017

12.31.2016

12.31.2015

Purchase of Energy in the Regulated Environment - CCEAR

      2,693,976

     3,219,900

     3,812,509

Electric Energy Trade Chamber - CCEE

      1,766,091

        535,656

        982,388

Itaipu Binacional

      1,117,957

     1,089,804

     1,567,844

Bilateral contracts

         766,803

          20,006

          30,557

Program for incentive to alternative energy sources - Proinfa

         217,646

        242,910

        177,946

Micro and mini generators and repurchase of customers

             3,892

               561

                    -

(-) PIS/Pasep/Cofins taxes on electricity purchased for resale

       (400,915)

      (423,233)

      (538,328)

 

  6,165,450

     4,685,604

     6,032,916

    

F-126


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

33.2  Personnel and management

 

 

 

12.31.2014

12.31.2013

12.31.2012

12.31.2017

12.31.2016

12.31.2015

Personnel

 

 

 

 

 

Wages and salaries

642,901

663,636

711,470

     806,119

     801,789

     735,072

Social charges on payroll

204,695

210,993

239,267

     266,183

     257,519

     227,667

Meal assistance and education allowance

85,927

86,916

81,593

     119,881

     109,999

       98,367

Provisions for profit sharing (a)

92,657

80,048

29,940

Compensation - Voluntary termination Program/retirement

6,588

37,925

168,822

Provisions for profit sharing (a)

       68,817

       64,814

       78,462

Compensation - Voluntary termination program/retirement

       53,468

       44,276

         5,443

1,032,768

1,079,518

1,231,092

  1,314,468

  1,278,397

  1,145,011

Management

 

  

 

 

Wages and salaries

15,614

13,044

11,385

       22,895

       20,639

       19,027

Social charges on payroll

3,977

3,642

3,083

         5,635

         5,136

         4,645

Other expenses

452

143

91

            346

            246

            167

20,043

16,829

14,559

       28,876

       26,021

       23,839

1,052,811

1,096,347

1,245,651

      1,343,344

      1,304,418

      1,168,850

(a) According to Federal Law 10,101/2000, State Decree 1,978/2007 and State Law 16,560/2010.

(a) According to Federal Law No. 10,101/2000, State Decree No. 1,978/2007 and State Law No. 16,560/2010.

(a) According to Federal Law No. 10,101/2000, State Decree No. 1,978/2007 and State Law No. 16,560/2010.

  
  

 

33.3 Third party services

    

 

12.31.2017

12.31.2016

12.31.2015

Maintenance of electrical system

    135,265

    160,720

    160,564

Maintenance of facilities

      95,176

      90,451

      85,192

Communication, processing and transmission of data

      94,230

      61,317

      72,042

Meter reading and bill delivery

      49,647

      49,462

      44,399

Consumer service

      29,789

      21,000

      20,478

Consulting and audit

      21,589

      41,396

      19,120

Other services

      95,819

    126,147

      117,708

 

        521,515

        550,493

        519,503

    

F-127


 

F-85


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

32.433.4  Third-party servicesEstimated losses, provisions and reversals

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

Maintenance of electrical system

102,116

106,175

104,966

Maintenance of facilities

90,909

79,309

73,831

Communication, processing and transmission of data

50,894

51,534

48,921

Meter reading and bill delivery

37,766

35,930

35,744

Authorized and registered agents

35,116

33,801

32,201

Customer service

17,624

24,325

-

Consultancy and audit

11,853

15,972

25,805

(-) /Pasep/Cofins taxes on services from third-parties

(4,689)

(6,063)

(9,190)

Other services

82,875

82,476

96,600

 

424,464

423,459

408,878

 

 

 

 

 

12.31.2017

12.31.2016

12.31.2015

Provision (reversal) for litigations

        386,373

        (21,408)

          48,499

Provision of impairment of assets

 

 

 

  Accounts receivable related to the concession compensation (Note 11.1)

          (1,117)

                 75

                    -

  Credits on sales and purchases of gas (Note 12.2)

      (123,586)

          87,479

                    -

  Property, plant and equipment (Note 19.9)

            1,921

        494,023

                    (66,029)

Allowance for doubtful accounts (Client and Other credits)

          90,589

        179,908

        226,838

Tax credits estimated losses

          11,470

          23,917

            1,521

Estimated losses (reversion) in consortiums

             (111)

            4,702

                    -

 

        365,539

        768,696

        210,829

    

 

32.5 Provisions and reversals

 

12.31.2014

12.31.2013

12.31.2012

Provision for impairment of assets (Note 18.11)

807,281

-

-

Provision (reversal) for risks (Note 29)

323,811

151,823

199,105

Provisions for doubtful accounts

53,193

47,458

22,826

Provision for loss in consortia

13,003

-

-

Provision for losses on tax credits

6,394

274

(3,135)

 

1,203,682

199,555

218,796

32.633.5  Construction cost

12.31.2014

12.31.2013

12.31.2012

 

 

12.31.2017

12.31.2016

12.31.2015

Third party services

          437,788

          495,309

             504,197

Materials and supplies

648,102

518,504

371,593

          387,278

          588,414

             574,132

Third-party services

450,627

360,234

248,265

Personnel

127,039

118,641

81,942

          143,266

          135,272

             100,299

Others

60,134

90,896

31,777

            35,549

            61,750

               72,376

1,285,902

1,088,275

733,577

          1,003,881

          1,280,745

          1,251,004

 

F-128


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

32.733.6  Other operating costs and expenses, net

 

 

 

12.31.2014

12.31.2013

12.31.2012

12.31.2017

12.31.2016

12.31.2015

Financial offset for the use of water resources

140,810

131,582

94,550

           110,971

           183,014

           155,147

Taxes

84,671

25,687

27,735

             87,759

             29,443

             24,237

Losses in the decommissioning and disposal of assets

             58,569

             43,496

             53,266

Compensation

28,549

26,113

28,001

             45,712

             89,531

             50,541

Lease and rent (32.7.1)

28,533

31,095

27,285

Losses in the decommissioning and disposal of assets

21,765

71,864

6,147

Sports incentives, Rouanet Law and fund for the rights of children and teenagers - FIA

18,662

9,464

12,081

Leasing and rent (33.6.1)

             32,037

             35,453

             33,961

Advertising and publicity

16,745

25,902

9,853

             27,768

             37,451

             25,867

SUSEP inspection - ANEEL

15,460

20,885

21,938

Recovery of costs and expenses

(52,106)

(49,389)

(61,902)

Result of the change in the investment valuation method

                       -

            (52,107)

                       -

Result of disposal of investment (Note 16.1)

            (28,650)

                       -

                       -

Other net costs and expenses

89,435

50,377

72,272

             79,784

             48,575

             83,115

392,524

343,580

237,960

           413,950

           414,856

           426,134

 

 

32.7.133.6.1    LeaseLeases and rentalrents

 

12.31.2014

12.31.2013

12.31.2012

12.31.2017

12.31.2016

12.31.2015

Real estate

23,919

25,165

21,846

          29,749

          29,911

          27,830

Others

5,977

7,721

6,973

            3,588

            6,919

            7,434

(-) PIS and Cofins tax credits

(1,363)

(1,791)

(1,534)

(-) PIS and Cofins credits

          (1,300)

          (1,377)

          (1,303)

28,533

31,095

27,285

          32,037

          35,453

          33,961

 

 

33.6.2Commitments from non-cancelable leases and rents

     

 

Less than

 

Over

Total

 

 1 year

 1 to 5 years

 5 years

 31.12.2017

Rental of wind farm lands

            4,600

          29,323

        183,141

        217,064

     

F-129


 

F-86COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries


Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Company has not identified any operating lease commitments which are non-cancellable.

3334     Financial Results

 

12.31.2014

12.31.2013

12.31.2012

Financial income

 

 

 

Penalties on overdue bills

138,578

105,314

126,904

Interest and monetary variation of CRC transfer (Note 8)

157,422

159,348

188,688

Return on financial investments held for trading

184,468

118,499

74,553

Monetary variation of accounts receivable related to the concession (Note 10)

76,989

108,259

165,574

Monetary variation and interest of accounts receivable related to the concession extension (Note 11)

50,271

84,572

-

Return on financial investments held for sale

26,658

38,336

37,948

Income from Money market investments held until maturity

7

827

1,099

Interest and commissions on loan agreements

-

-

-

Other financial income

60,130

37,208

53,555

 

694,523

652,363

648,321

( - ) Financial expenses

 

 

 

Debt charges

366,686

233,417

133,385

Monetary variation of accounts payable related to the concession - Use of Public Property (Note 27.2)

63,000

68,096

74,984

Monetary variation of CRC transfer (Note 8)

21,790

-

-

Interest on R&D and EEP (Note 26.2)

23,399

15,225

14,745

Other monetary and exchange variations

7,302

15,838

13,819

PIS/Pasep/Cofins taxes on interest on capital

28,404

26,352

22,837

Fair value adjustment in accounts receivable related to the concession

-

-

401,104

Other financial expenses

36,225

13,124

14,097

 

546,806

372,052

674,971

Net

147,717

280,311

(26,650)



12.31.2017 
12.31.2016
Restated 
12.31.2015
Restated 
Financial income    
Arrears charges on bills 191,554 221,673 168,796 
Interest and monetary variation of CRC transfer (Note 8.1) 141,923 194,153 217,722 
Return on financial investments held for trading 95,221 182,750 139,056 
Remuneration of net sectorial assets and liabilities (Note 9.2) 20,493 27,734 121,401 
Monetary variation over the Itaipu power purchase 17,777 39,283 25,198 
Monetary variation and adjust to present value of accounts    
payable related to the concession 10,813 1,116 2,122 
Return on financial investments held for sale 19,302 13,497 16,160 
Other financial income 202,227 223,730 79,172 
 699,310 903,936 769,627 
( - ) Financial expenses    
Monetary and cambial variation and debt charges 993,970 1,072,875 751,524 
Monetary variation and adjust to present value of accounts    
payable related to the concession 65,418 90,480 101,072 
Interest and monetary variation of CRC transfer (Note 8.1) 51,211 5,235 - 
PIS/Pasep/Cofins taxes on interest on capital 45,196 40,607 42,627 
Interest on R&D and EEP (Note 27.2) 34,345 41,781 34,060 
Remuneration of net sectorial assets and liabilities (Note 9.2) 29,622 13,947 - 
Monetary variation over the Itaipu power purchase 12,264 20,597 96,162 
Provision for impairment of financial assets 5,372 4,300 99,031 
Other financial expenses 210,352 208,770 72,853 
 1,447,750 1,498,592 1,197,329 
Net (748,440) (594,656) (427,702) 

The costs of loans and financing capitalized during the year of 2014 amounted to R$123,795, at an average rate of 13.49% p.y.

3435     Operating Segments

The mainOperating segments are business activities that generate revenues and incur expenses, whose operating strategic decision makerresults are regularly reviewed by the executive boards of the Company and its subsidiaries, in charge ofby key strategic decision makers responsible for allocating funds and evaluating performance of operating segments is the Executive Board of the Parent Company and Executive Board of each subsidiary.

assessing performance.

34.135.1  Products and services from which arewe generate revenues forfrom the reportable segments

The Company operates in five reportable segments identified by management, through the Chief Executive Office and the chief officesofficers of each business area, taking into consideration the regulatory environments, the strategic business units, and the different products and services. These segments are managed separately, since each business and each company requires different technologies and strategies.

In the years 20142017, 2016 and 2013,2015, all sales have been madeto customers within Brazilian territory, as well as all noncurrent assets are located in national territory.

F-87


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

We haveThe Company did not identifiedidentify any customer in the Company who individually accounts for more than 10% of total net revenues in 2017.

F-130


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the year 2014.Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The Company evaluates the performance of each segment based on information derived from accounting records.

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies and record transactions between segments as transactions with third parties, i.e., at current market prices.Note 4.

34.235.2  The Company’s reportingreportable segments

The reportable segments of the Company, in accordance with IFRS 8 are:

Power generation and transmission (GeT)(GET)- this segment comprises the generation of electric energy from hydraulic, wind, and thermal projects (GER) and the transport and transformation of the power generated by the Company, and the construction, operation, and maintenance of all power transmission substations and lines.This segment operates through Copel Geração e Transmissão, Elejor, UEG Araucária, Nova Asa Branca I, Nova Asa Branca II, Nova Asa Branca III, Nova Eurus IV, Santa Maria, Santa Helena, Ventos de Santo Uriel,Olho D’Água, Boa Vista, Farollines (TRA). For managers, the assets and São Bento do Norte;liabilities of the generation and transmission segments are shown on an aggregate basis while their result is shown separately;

Power distribution and sales (DIS)- this segment comprises the distribution and sale of electric energy, the operation and maintenance of the distribution infrastructure, and related services. It operates through Copel Distribuição;

Telecommunications (TEL) - - this segment comprises telecommunications and general communications services. It operates through Copel Telecomunicações;

Gas (GAS)GAS- this segment comprises the public service of piped natural gas distribution. It operates through Compagas;

Power sale (COM)- this segment comprises the sale of electric energy, and related services; and

Holding Company (HOL) - this segment comprises participation in other companies.It operates through Copel, Copel Participações, Copel Renováveis, Cutia Empreendimentos and São Bento Energia, Investimentos e Participações.companies.

F-88

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

34.335.3  Assets per reportingreportable segment

ASSETS Electric Energy TELGASCOM (a)HOL Intersegment
operations 
Total
12.31.2017 GET DIS 
TOTAL ASSETS 17,110,518 11,529,588 1,054,741 632,910 208,369 3,211,162 (584,911) 33,162,377 
CURRENT ASSETS 1,461,512 3,609,663 102,002 151,966 187,966 1,035,545 (846,820) 5,701,834 
NON-CURRENT ASSETS 15,649,006 7,919,925 952,739 480,944 20,403 2,175,617 261,909 27,460,543 
Long term assets 4,037,312 2,167,690 69,543 437,056 17,703 2,019,192 (140,870) 8,607,626 
Investments 2,424,081 1,362 - - 2,457 115,765 26,978 2,570,643 
Property, plant and equipment 8,924,508 - 866,489 - 57 38,396 - 9,829,450 
Intangible assets 263,105 5,750,873 16,707 43,888 186 2,264 375,801 6,452,824 
(a) In 2017, the sale of electric energy became a reportable segment.      

 

        

ASSETS

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2014

 

 

 

 

 

 

 

 

TOTAL ASSETS

12,892,184

9,023,699

589,547

634,221

16,081,466

(13,602,975)

25,618,142

CURRENT ASSETS

2,131,116

2,638,378

64,482

323,872

648,011

(587,683)

5,218,176

Cash and cash equivalents

415,431

160,417

5,820

99,424

59,039

-

740,131

Bonds and securities

458,960

3

-

-

152

-

459,115

Collaterals and escrow accounts

2,200

38

-

1,695

9,564

-

13,497

Trade accounts receivable

761,306

1,387,792

33,295

182,491

-

(186,068)

2,178,816

Dividends receivable

34,850

-

-

-

389,739

(398,257)

26,332

CRC transferred to the State Government of Paraná

-

-

-

-

94,579

-

94,579

Net sectorial financial assets

-

609,298

-

-

-

-

609,298

Accounts receivable related to the concession

7,430

-

-

-

-

-

7,430

Accounts receivable related to the concession extension

301,046

-

-

-

-

-

301,046

Other receivables

97,219

302,782

3,494

359

12,886

(922)

415,818

Inventories

29,389

101,399

17,684

2,150

-

-

150,622

Income Tax and Social Contribution

2,084

18,814

667

3,950

79,559

-

105,074

Other noncurrent recoverable taxes

17,638

41,642

3,464

33,541

-

-

96,285

Prepaid expenses

3,562

16,193

58

262

58

-

20,133

Related parties

1

-

-

-

2,435

(2,436)

-

NON-CURRENT ASSETS

10,761,068

6,385,321

525,065

310,349

15,433,455

(13,015,292)

20,399,966

Long Term Assets

1,126,660

5,169,397

65,448

40,343

1,944,744

(85,120)

8,261,472

Bonds and securities

130,137

2,073

-

-

-

-

132,210

Collaterals and escrow accounts

-

56,956

-

-

-

-

56,956

Trade accounts receivable

3,795

41,859

30,042

-

-

-

75,696

CRC transferred to the State Government of Paraná

-

-

-

-

1,249,529

-

1,249,529

Judicial deposits

53,119

398,877

5,499

4,779

273,979

-

736,253

Net sectorial financial assets

-

431,846

-

-

-

-

431,846

Accounts receivable related to the concession

623,591

3,792,476

-

1,920

-

-

4,417,987

Accounts receivable related to the concession extension

160,217

-

-

-

-

-

160,217

Advances to suppliers

54,428

517

-

3,068

-

-

58,013

Other receivables

7,999

18,382

-

627

303

-

27,311

Income Tax and Social Contribution

545

13,875

-

-

114,195

-

128,615

Other noncurrent recoverable taxes

50,410

52,486

6,022

14,563

-

-

123,481

Deferred income tax and social contribution

28,674

360,050

23,885

15,211

98,226

-

526,046

Prepaid expenses

-

-

-

175

-

-

175

Related parties

13,745

-

-

-

208,512

(85,120)

137,137

Investments

1,569,251

1,374

-

-

13,443,419

(13,353,894)

1,660,150

Property, plant and equipment, net

7,818,268

-

443,690

-

42,230

-

8,304,188

Intangible Assets

246,889

1,214,550

15,927

270,006

3,062

423,722

2,174,156

 

        

ASSETS

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2013

 

 

 

 

 

 

 

 

TOTAL ASSETS

12,422,458

7,760,564

480,851

308,023

14,473,384

(12,333,835)

23,111,445

CURRENT ASSETS

2,754,802

2,142,654

62,466

84,017

524,778

(888,433)

4,680,284

Cash and cash equivalents

1,438,269

247,045

10,481

34,427

11,410

-

1,741,632

Bonds and securities

388,659

377

-

-

186

-

389,222

Collaterals and escrow accounts

-

1,072

-

904

-

-

1,976

Trade accounts receivable

311,191

1,005,703

27,983

37,804

-

(45,053)

1,337,628

Dividends receivable

2,578

-

-

-

381,371

(374,449)

9,500

CRC transferred to the State Government of Paraná

-

-

-

-

85,448

-

85,448

Accounts receivable related to the concession

4,396

-

-

-

-

-

4,396

Accounts receivable related to the concession extension

352,161

-

-

-

-

-

352,161

Other receivables

208,428

180,963

2,799

445

3,869

(614)

395,890

Inventories

31,298

96,866

10,046

1,068

-

-

139,278

Income Tax and Social Contribution

3,121

77,288

6,936

3,319

42,494

-

133,158

Other noncurrent recoverable taxes

11,745

48,609

3,869

5,790

-

-

70,013

Prepaid expenses

2,956

16,414

352

260

-

-

19,982

Related parties

-

468,317

-

-

-

(468,317)

-

NON-CURRENT ASSETS

9,667,656

5,617,910

418,385

224,006

13,948,606

(11,445,402)

18,431,161

Long Term Assets

992,246

4,352,625

37,185

14,042

1,892,958

(64,815)

7,224,241

Bonds and securities

66,265

54,271

-

-

-

-

120,536

Collaterals and escrow accounts

-

45,371

-

-

-

-

45,371

Trade accounts receivable

5,692

115,020

11,974

-

-

-

132,686

CRC transferred to the State Government of Paraná

-

-

-

-

1,295,106

-

1,295,106

Judicial deposits

42,087

356,393

4,289

341

272,115

-

675,225

Accounts receivable related to the concession

408,473

3,075,795

-

-

-

-

3,484,268

Accounts receivable related to the concession extension

365,645

-

-

-

-

-

365,645

Advances to suppliers

-

-

-

13,504

-

-

13,504

Other receivables

5,132

10,799

-

-

-

-

15,931

Income Tax and Social Contribution

14,975

12,967

-

-

169,717

-

197,659

Other noncurrent recoverable taxes

54,747

64,752

4,999

-

-

-

124,498

Deferred income tax and social contribution

29,028

617,257

15,923

-

91,205

-

753,413

Prepaid expenses

202

-

-

197

-

-

399

Related parties

-

-

-

-

64,815

(64,815)

-

Investments

807,190

4,012

-

-

12,055,619

(11,678,894)

1,187,927

Property, plant and equipment, net 

7,617,626

-

365,977

-

29

-

7,983,632

Intangible Assets

250,594

1,261,273

15,223

209,964

-

298,307

2,035,361

F-131

F-89

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 ASSETS Electric Energy TELGASHOL Intersegment
operations 
Total
12.31.2016 - Restated GET DIS 
TOTAL ASSETS 15,433,988 10,085,455 856,510 526,477 3,351,656 (373,483) 29,880,603 
CURRENT ASSETS 1,122,399 2,588,602 89,471 135,292 941,761 (640,284) 4,237,241 
NON-CURRENT ASSETS 14,311,589 7,496,853 767,039 391,185 2,409,895 266,801 25,643,362 
Long term assets 3,680,669 1,982,110 79,853 152,676 2,145,759 (136,332) 7,904,735 
Investments 2,125,701 1,362 - - 217,449 - 2,344,512 
Property, plant and equipment 8,223,951 - 667,443 - 42,909 - 8,934,303 
Intangible assets 281,268 5,513,381 19,743 238,509 3,778 403,133 6,459,812 
 
 
 ASSETS Electric Energy TELGASHOLIntersegment 
operations 
Total
01.01.2016 - Restated GET DIS 
TOTAL ASSETS 13,626,886 10,715,266 769,317 481,303 3,641,088 (390,189) 28,843,671 
CURRENT ASSETS 2,126,024 4,155,554 179,898 103,579 873,169 (616,587) 6,821,637 
NON-CURRENT ASSETS 11,500,862 6,559,712 589,419 377,724 2,767,919 226,398 22,022,034 
Long term assets 1,568,330 1,426,826 59,031 71,016 2,016,463 (189,874) 4,951,792 
Investments 1,525,356 1,374 - - 705,754 - 2,232,484 
Property, plant and equipment 8,138,199 - 512,068 - 42,415 - 8,692,682 
Intangible assets 268,977 5,131,512 18,320 306,708 3,287 416,272 6,145,076 

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

34.4 Liabilities per reporting segment

LIABILITIES

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2014

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

12,892,184

9,023,699

589,547

634,221

16,081,466

(13,602,975)

25,618,142

CURRENT LIABILITIES

1,947,686

1,908,606

85,705

286,277

426,646

(599,527)

4,055,393

Payroll, social charges and accruals

51,248

160,423

20,189

6,044

14,714

-

252,618

Related parties

511

-

-

-

13,173

(13,684)

-

Suppliers

656,110

843,512

19,733

252,541

2,299

(186,990)

1,587,205

Income tax and social contribution payable

307,439

-

-

-

2,442

-

309,881

Other taxes due

43,239

77,572

6,682

3,915

5,921

-

137,329

Loans and financing

107,497

405,235

5,737

-

349,753

(596)

867,626

Debentures

390,822

20,088

-

5,134

15,447

-

431,491

Dividends payable

242,488

124,791

31,300

15,545

3,824

(398,257)

19,691

Post-employment benefits

9,538

26,548

1,313

-

5

-

37,404

Customer charges due

6,791

16,442

-

-

-

-

23,233

Research and Development and Energy Efficiency

46,679

129,293

-

-

-

-

175,972

Accounts Payable related to concession - Use of Public Property

54,955

-

-

-

-

-

54,955

Other accounts payable

30,369

104,702

751

3,098

19,068

-

157,988

NON-CURRENT LIABILITIES

3,209,935

2,785,518

86,685

69,918

1,938,089

(210,176)

7,879,969

Related parties

114,081

-

-

-

25,494

(139,575)

-

Suppliers

14,249

3,376

-

-

-

-

17,625

Tax liabilities

18,635

63,952

3,673

-

869

-

87,129

Deferred income tax and social contribution

15,218

-

-

-

-

-

15,218

Loans and financing

1,518,027

517,804

27,431

-

608,663

(70,601)

2,601,324

Debentures

111,550

998,949

-

48,420

995,038

-

2,153,957

Post-employment benefits

218,812

576,575

50,277

4,844

10,706

-

861,214

Research and Development and Energy Efficiency

58,009

101,783

-

-

-

-

159,792

Accounts Payable related to concession - Use of Public Property

436,772

-

-

-

-

-

436,772

Other accounts payable

306

-

-

-

-

-

306

Provisions for legal claims

704,276

523,079

5,304

16,654

297,319

-

1,546,632

EQUITY

7,734,563

4,329,575

417,157

278,026

13,716,731

(12,793,272)

13,682,780

Attributable to controlling shareholder's

7,734,563

4,329,575

417,157

278,026

13,716,731

(13,145,363)

13,330,689

Capital

4,456,762

2,624,841

240,398

135,943

7,301,605

(7,849,549)

6,910,000

Advance for future capital increase

-

603,000

36,100

-

8,000

(647,100)

-

Equity valuation adjustments

1,104,583

(108,279)

(16,876)

(1,548)

974,948

(975,864)

976,964

Legal reserve

361,226

157,187

12,022

21,238

685,349

(551,875)

685,147

Profit retention reserve

1,560,071

1,052,826

145,513

122,393

4,520,666

(2,884,644)

4,516,825

Additional proposed dividends

262,209

-

-

-

241,753

(262,209)

241,753

Accumulated loss

(10,288)

-

-

-

(15,590)

25,878

-

Attributed to non-controlling interest

 

 

 

 

 

352,091

352,091

F-90


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

        

LIABILITIES

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2013

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

12,422,458

7,760,564

480,851

308,023

14,473,384

(12,333,835)

23,111,445

CURRENT LIABILITIES

1,485,556

1,545,217

56,340

66,935

1,084,423

(890,586)

3,347,885

Payroll, social charges and accruals

59,902

155,337

14,105

5,214

5,127

-

239,685

Related parties

-

-

-

-

468,317

(468,317)

-

Suppliers

301,768

771,815

8,120

52,881

3,211

(45,556)

1,092,239

Income tax and social contribution payable

297,620

-

-

-

-

-

297,620

Other taxes due

66,899

200,767

5,467

2,227

25,481

(110)

300,731

Loans and financing

217,736

173,482

5,241

-

562,801

(2,154)

957,106

Debentures

40,490

16,972

-

-

-

-

57,462

Dividends payable

362,932

-

21,585

5,598

3,047

(374,449)

18,713

Post-employment benefits

7,886

21,043

1,047

-

7

-

29,983

Customer charges due

26,920

11,074

-

-

-

-

37,994

Research and Development and Energy Efficiency

20,116

107,744

-

-

-

-

127,860

Accounts Payable related to concession - Use of Public Property

51,481

-

-

-

-

-

51,481

Other accounts payable

31,806

86,983

775

1,015

16,432

-

137,011

NON-CURRENT LIABILITIES

3,299,960

2,848,662

71,572

5,462

736,808

(127,656)

6,834,808

Related parties

64,995

-

-

-

-

(64,995)

-

Suppliers

22,187

27,934

-

-

-

-

50,121

Tax liabilities

15,153

50,354

2,855

-

40

-

68,402

Deferred income tax and social contribution

418,426

-

-

2,075

-

-

420,501

Loans and financing

1,303,009

635,956

33,622

-

456,752

(62,661)

2,366,678

Debentures

152,066

998,417

-

-

-

-

1,150,483

Post-employment benefits

292,968

608,391

31,222

2,499

2,169

-

937,249

Research and Development and Energy Efficiency

55,599

99,122

-

-

-

-

154,721

Accounts Payable related to concession - Use of Public Property

420,293

-

-

-

-

-

420,293

Other accounts payable

233

-

-

-

-

-

233

Provisions for legal claims

555,031

428,488

3,873

888

277,847

-

1,266,127

EQUITY

7,636,942

3,366,685

352,939

235,626

12,652,153

(11,315,593)

12,928,752

Attributable to controlling shareholder´s

7,636,942

3,366,685

352,939

235,626

12,652,153

(11,593,006)

12,651,339

Capital

4,317,997

2,624,841

240,398

135,943

6,911,678

(7,320,857)

6,910,000

Equity valuation adjustments

1,141,672

(155,096)

(5,795)

-

983,159

(980,781)

983,159

Legal reserve

301,729

135,294

9,093

18,220

624,849

(464,336)

624,849

Profit retention reserve

1,730,944

761,646

109,243

77,987

3,897,833

(2,683,296)

3,894,357

Unrealized revenue reserve

-

-

-

3,476

-

-

3,476

Additional proposed dividends

153,180

-

-

-

235,498

(153,180)

235,498

Accumulated loss

(8,580)

-

-

-

(864)

9,444

-

Attributed to non-controlling interest

 

 

 

 

 

277,413

277,413

        
F-91

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

34.535.4  Statement of income per reportingreportable segment

 STATEMENT OF INCOME Electric EnergyTELGASCOM (a)HOL Intersegment
operations
Total
 GET

DIS 

12.31.2017 GER 

TRA 

NET OPERATING REVENUES 3,176,811 819,623 9,358,664 380,550 515,563 664,495 - (891,133) 14,024,573 
Net operating revenues - third-parties 2,851,644 640,199 9,324,633 306,473 510,010 664,495 - (272,881) 14,024,573 
Net operating revenues - between segments 325,167 179,424 34,031 74,077 5,553 - - (618,252) - 
OPERATING COSTS AND EXPENSES (1,868,390) (546,510) (9,071,359) (286,363) (309,213) (654,445) (139,784) 891,133 (11,984,931) 
Energy purchased for resale (390,019) - (5,717,970) - - (654,026) - 596,565 (6,165,450) 
Charges for use of the main transmission grid (352,958) - (554,805) - - - - 195,733 (712,030) 
Personnel and management (218,456) (122,515) (822,963) (107,874) (35,761) (12,993) (22,782) - (1,343,344) 
Pension and healthcare plans (38,782) (22,733) (154,285) (14,800) (3,577) (1,415) (2,005) - (237,597) 
Materials and supplies (12,463) (4,732) (60,320) (2,978) (1,936) (27) (668) - (83,124) 
Raw materials and supplies for generation (102,719) - - - - - - 5,359 (97,360) 
Natural gas and supplies for gas business - - - - (309,542) - - - (309,542) 
Third party services (120,993) (24,609) (347,393) (67,612) (22,670) (1,280) (15,089) 78,131 (521,515) 
Depreciation and amortization (368,987) (7,201) (285,835) (39,553) (28,753) (9) (1,261) - (731,599) 
Provision/reversal for litigations (39,733) (81,210) (168,600) (3,648) 854 (156) (93,880) - (386,373) 
Impairment of assets 3,886 - - - 123,586 - (4,690) - 122,782 
Other estimated losses, provisions and reversals (9,397) 1,107 (83,916) (8,309) (1,433) - - - (101,948) 
Construction cost - (272,216) (717,351) - (14,314) - - - (1,003,881) 
Other operating costs and expenses, net (217,769) (12,401) (157,921) (41,589) (15,667) 15,461 591 15,345 (413,950) 
EQUITY IN EARNINGS OF INVESTEES (5,777) 93,145 - - - (564) 14,935 - 101,739 
PROFIT (LOSS) BEFORE FINANCIAL INCOME AND TAX 1,302,644 366,258 287,305 94,187 206,350 9,486 (124,849) - 2,141,381 
Financial income 73,433 13,313 380,597 11,828 38,821 6,515 186,660 (11,857) 699,310 
Financial expenses (565,837) (123,707) (343,540) (30,691) (64,433) (322) (331,077) 11,857 (1,447,750) 
OPERATING PROFIT (LOSS) 810,240 255,864 324,362 75,324 180,738 15,679 (269,266) - 1,392,941 
Income Tax and Social Contribution (191,899) (30,515) 22,893 (21,272) (66,785) (2,638) 15,530 - (274,686) 
NET INCOME (LOSS) 618,341 225,349 347,255 54,052 113,953 13,041 (253,736) - 1,118,255 
(a) In 2017, the sale of electric energy became a reportable segment.         

        

STATEMENT OF INCOME

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2014

 

 

 

 

 

 

 

 

NET OPERATING REVENUES

5,344,002

8,347,036

213,163

1,748,045

3

(1,733,732)

13,918,517

Electricity sales to final customers - third-parties

513,239

3,857,914

-

-

-

-

4,371,153

Electricity sales to final customers - between segments

-

2,547

-

-

-

(2,547)

-

Electricity sales to distributors for third-parties

4,073,140

297,652

-

-

-

-

4,370,792

Electricity sales to distributors - between segments

303,115

-

-

-

-

(303,115)

-

Use of the main distribution and transmission grid - third-parties

136,830

2,100,640

-

-

-

-

2,237,470

Use of the main distribution and transmission grid - between segment

60,733

13,223

-

-

-

(73,956)

-

Construction revenues

206,150

991,356

-

81,504

-

-

1,279,010

Revenues from telecommunications - third-parties

-

-

165,461

-

-

-

165,461

Revenues from telecommunications - between segments

-

-

29,763

-

-

(29,763)

-

Distribution of piped gas - third-parties

-

-

-

391,285

-

-

391,285

Distribution of piped gas - between segments

-

-

-

1,273,301

-

(1,273,301)

-

Sectorial financial assets and liabilities result

-

1,033,866

-

-

-

-

1,033,866

Other operating revenues - third-parties

17,110

48,428

1,984

1,955

3

-

69,480

Other operating revenues - between segments

33,685

1,410

15,955

-

-

(51,050)

-

OPERATING COSTS AND EXPENSES

(4,388,615)

(7,757,776)

(137,404)

(1,664,860)

(153,758)

1,733,855

(12,368,558)

Electricity purchased for resale

(496,887)

(4,904,034)

-

-

-

303,202

(5,097,719)

Charge of the main distribution and transmission grid

(247,126)

(209,066)

-

-

-

71,346

(384,846)

Personnel and management

(231,941)

(633,236)

(62,069)

(25,892)

(99,673)

-

(1,052,811)

Pension and healthcare plans

(52,427)

(126,961)

(8,507)

(2,093)

(11,554)

-

(201,542)

Materials and supplies

(17,048)

(53,918)

(1,551)

(1,410)

(508)

-

(74,435)

Materials and supplies for power electricity

(1,424,147)

-

-

-

-

1,273,299

(150,848)

Natural gas and supplies for gas business

-

-

-

(1,469,842)

-

-

(1,469,842)

Third party services

(170,431)

(289,717)

(21,530)

(19,374)

(7,707)

84,295

(424,464)

Depreciation and amortization

(362,586)

(221,401)

(28,277)

(16,921)

(758)

-

(629,943)

Provisions and reversals (a)

(978,991)

(185,207)

(3,036)

(15,864)

(20,584)

-

(1,203,682)

Construction cost

(213,042)

(991,356)

-

(81,504)

-

-

(1,285,902)

Other operating costs and expenses

(193,989)

(142,880)

(12,434)

(31,960)

(12,974)

1,713

(392,524)

EQUITY IN EARNINGS OF INVESTEES

350,412

-

-

-

1,415,889

(1,606,346)

159,955

PROFIT BEFORE FINANCIAL INCOME (LOSS) AND TAX

1,305,799

589,260

75,759

83,185

1,262,134

(1,606,223)

1,709,914

Financial result

92,877

81,693

2,922

1,832

(31,482)

(125)

147,717

OPERATING PROFIT

1,398,676

670,953

78,681

85,017

1,230,652

(1,606,348)

1,857,631

Income Tax and Social Contribution

(646,099)

-

(22,350)

(41,140)

(38,280)

-

(747,869)

Deferred income tax and social contribution

434,506

(233,089)

2,253

16,489

5,694

-

225,853

NET INCOME FOR THE YEAR

1,187,083

437,864

58,584

60,366

1,198,066

(1,606,348)

1,335,615

(a) In generation and transmission segment, the balance includes the provision for impairment of assets (Note 32.5).

F-132


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 STATEMENT OF INCOMEElectric EnergyTELGASHOL Intersegment
operations
Total
 GET
DIS 
12.31.2016 - Restated GER TRA 
NET OPERATING REVENUES 2,927,680 1,491,547 8,344,765 325,115 542,822 6,238 (536,414) 13,101,753 
Net operating revenues - third-parties 2,618,869 1,406,335 8,313,141 258,794 498,376 6,238 - 13,101,753 
Net operating revenues - between segments 308,811 85,212 31,624 66,321 44,446 - (536,414) - 
OPERATING COSTS AND EXPENSES (2,032,767) (605,202) (8,502,377) (241,848) (534,817) 101,251 536,414 (11,279,346) 
Energy purchased for resale (92,050) - (4,893,230) - - (9,119) 308,795 (4,685,604) 
Charges for use of the main transmission grid (322,849) - (642,753) - - - 99,359 (866,243) 
Personnel and management (208,887) (116,966) (804,974) (101,397) (32,765) (39,429) - (1,304,418) 
Pension and healthcare plans (43,251) (24,171) (163,329) (18,827) (3,596) (6,593) - (259,767) 
Materials and supplies (12,768) (5,017) (59,178) (2,044) (1,768) (688) - (81,463) 
Raw materials and supplies for generation (77,797) - - - - - 44,445 (33,352) 
Natural gas and supplies for gas business - - - - (325,413) - - (325,413) 
Third party services (157,602) (24,030) (348,479) (46,552) (20,082) (26,755) 73,007 (550,493) 
Depreciation and amortization (369,352) (3,697) (274,180) (34,645) (25,251) (1,171) - (708,296) 
Provision/reversal for litigations (1,086) (9,234) (128,899) (4,653) (1,036) 166,316 - 21,408 
Impairment of assets (494,098) - - - (87,479) - - (581,577) 
Other estimated losses, provisions and reversals (30,700) (975) (171,045) (2,598) (3,209) - - (208,527) 
Construction cost - (406,345) (849,275) - (25,125) - - (1,280,745) 
Other operating costs and expenses, net (222,327) (14,767) (167,035) (31,132) (9,093) 18,690 10,808 (414,856) 
EQUITY IN EARNINGS OF INVESTEES (55,284) 117,970 - - - 103,725 - 166,411 
PROFIT (LOSS) BEFORE FINANCIAL INCOME AND TAX 894,913 1,004,315 (157,612) 83,267 8,005 211,214 - 2,044,102 
Financial income 130,077 21,339 396,880 13,489 13,551 331,646 (3,046) 903,936 
Financial expenses (617,341) (108,538) (401,863) (23,100) (14,973) (335,823) 3,046 (1,498,592) 
OPERATING PROFIT (LOSS) 407,649 917,116 (162,595) 73,656 6,583 207,037 - 1,449,446 
Income Tax and Social Contribution (205,027) (220,512) (17,851) (15,324) (1,632) (59,344) - (519,690) 
NET INCOME (LOSS) 202,622 696,604 (180,446) 58,332 4,951 147,693 - 929,756 

 STATEMENT OF INCOME Electric EnergyTELGASHOL Intersegment
operations
Total
 GET
DIS 
01.01.2016 - Restated GER TRA 
NET OPERATING REVENUES 4,264,197 501,387 9,797,855 272,247 1,391,474 - (1,281,316) 14,945,844 
Net operating revenues - third-parties 3,954,296 420,451 9,770,086 207,091 593,920 - - 14,945,844 
Net operating revenues - between segments 309,901 80,936 27,769 65,156 797,554 - (1,281,316) - 
OPERATING COSTS AND EXPENSES (2,580,045) (394,015) (9,516,397) (203,878) (1,360,357) (138,672) 1,281,426 (12,911,938) 
Energy purchased for resale (309,682) - (6,007,222) - - - 283,988 (6,032,916) 
Charges for use of the main transmission grid (294,660) - (706,680) - - - 81,552 (919,788) 
Personnel and management (186,385) (79,873) (699,891) (87,393) (30,715) (84,593) - (1,168,850) 
Pension and healthcare plans (40,325) (18,477) (165,635) (17,516) (3,264) (9,110) - (254,327) 
Materials and supplies (12,502) (3,399) (55,531) (2,745) (1,937) (588) - (76,702) 
Raw materials and supplies for generation (996,679) - - - - - 797,356 (199,323) 
Natural gas and supplies for gas business - - - - (1,176,090) - - (1,176,090) 
Third party services (184,228) (20,476) (353,773) (35,900) (20,282) (15,472) 110,628 (519,503) 
Depreciation and amortization (369,778) (3,399) (243,645) (31,510) (21,532) (6,608) - (676,472) 
Provision/reversal for litigations 89,726 35,061 (164,615) (3,742) (7,744) 2,813 - (48,501) 
Impairment of assets 66,029 - - - - - - 66,029 
Other estimated losses, provisions and reversals (122,700) - (104,121) (987) (549) (7) 7 (228,357) 
Construction cost - (287,247) (896,924) - (66,833) - - (1,251,004) 
Other operating costs and expenses, net (218,861) (16,205) (118,360) (24,085) (31,411) (25,107) 7,895 (426,134) 
EQUITY IN EARNINGS OF INVESTEES (4,955) 22,853 - - - 69,692 - 87,590 
PROFIT (LOSS) BEFORE FINANCIAL INCOME AND TAX 1,679,197 130,225 281,458 68,369 31,117 (68,980) 110 2,121,496 
Financial income 114,767 33,198 354,626 5,939 14,968 248,350 (2,221) 769,627 
Financial expenses (513,822) (9,583) (340,439) (6,459) (13,898) (315,252) 2,124 (1,197,329) 
OPERATING PROFIT (LOSS) 1,280,142 153,840 295,645 67,849 32,187 (135,882) 13 1,693,794 
Income Tax and Social Contribution (392,507) (30,966) (89,591) (13,205) (9,119) 3,159 - (532,229) 
NET INCOME (LOSS) 887,635 122,874 206,054 54,644 23,068 (132,723) 13 1,161,565 

35.5 Additions to noncurrent assets by reportable segment

        

 

Electric Energy

TEL

GAS

COM (a)

HOL

TOTAL

12.31.2017

GET

DIS

 Property, plant and equipment

 

 

 

 

 

 

 

 Additions

     1,077,088

                    -

        238,944

                    -

                   7

               376

     1,316,415

 Intangible assets

 

 

 

 

 

 

 

 Additions

            3,996

        757,709

            2,200

          13,745

               101

               635

        778,386

 

 

 

 

 

 

 

 

(a) In 2017, the sale of electric energy became a reportable segment.

    

F-133


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

        

STATEMENT OF INCOME

GeT

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2013

 

 

 

 

 

 

 

 

NET OPERATING REVENUES

3,044,399

5,961,575

187,792

423,014

-

(436,566)

9,180,214

Electricity sales to final customers - third-parties

460,845

2,883,804

-

-

-

-

3,344,649

Electricity sales to final customers - between segments

-

2,193

-

-

-

(2,193)

-

Electricity sales to distributors for third-parties

1,832,207

100,055

-

-

-

-

1,932,262

Electricity sales to distributors - between segments

311,242

-

-

-

-

(311,242)

-

Use of the main distribution and transmission grid - third-parties

94,785

1,934,191

-

-

-

-

2,028,976

Use of the main distribution and transmission grid - between segment

57,090

13,115

-

-

-

(70,205)

-

Construction revenues

136,536

898,606

-

40,999

-

-

1,076,141

Revenues from telecommunications - third-parties

-

-

141,315

-

-

-

141,315

Revenues from telecommunications - between segments

-

-

39,895

-

-

(39,895)

-

Distribution of piped gas - third-parties

-

-

-

368,620

-

-

368,620

Other operating revenues - third-parties

144,908

128,278

1,670

13,395

-

-

288,251

Other operating revenues - between segments

6,786

1,333

4,912

-

-

(13,031)

-

OPERATING COSTS AND EXPENSES

(1,649,753)

(6,304,797)

(127,264)

(402,030)

(20,303)

436,520

(8,067,627)

Electricity purchased for resale

(128,736)

(3,518,865)

-

-

-

311,242

(3,336,359)

Charge of the main distribution and transmission grid

(227,325)

(249,465)

-

-

-

69,473

(407,317)

Personnel and management

(274,526)

(723,734)

(57,703)

(21,366)

(19,018)

-

(1,096,347)

Pension and healthcare plans

(47,478)

(118,211)

(7,738)

(1,387)

(1,382)

-

(176,196)

Materials and supplies

(16,346)

(50,531)

(1,312)

(2,268)

(21)

-

(70,478)

Materials and supplies for power electricity

(27,187)

-

-

-

-

-

(27,187)

Natural gas and supplies for gas business

-

-

-

(295,671)

-

-

(295,671)

Third party services

(146,185)

(292,644)

(18,437)

(17,439)

(4,815)

56,061

(423,459)

Depreciation and amortization

(353,590)

(205,110)

(27,968)

(15,780)

(755)

-

(603,203)

Provisions and reversals (a)

(104,127)

(118,233)

(3,920)

(40)

26,765

-

(199,555)

Construction cost

(148,670)

(898,606)

-

(40,999)

-

-

(1,088,275)

Other operating costs and expenses

(175,583)

(129,398)

(10,186)

(7,080)

(21,077)

(256)

(343,580)

EQUITY IN EARNINGS OF INVESTEES

33,744

-

-

-

1,116,830

(1,036,968)

113,606

PROFIT BEFORE FINANCIAL INCOME (LOSS) AND TAX

1,428,390

(343,222)

60,528

20,984

1,096,527

(1,037,014)

1,226,193

Financial result

41,804

228,938

3,078

4,443

2,000

48

280,311

OPERATING PROFIT

1,470,194

(114,284)

63,606

25,427

1,098,527

(1,036,966)

1,506,504

Income Tax and Social Contribution

(532,053)

-

(14,661)

(7,806)

-

-

(554,520)

Deferred income tax and social contribution

140,856

35,775

(1,213)

864

(26,831)

-

149,451

NET INCOME (LOSSES) FOR THE YEAR

1,078,997

(78,509)

47,732

18,485

1,071,696

(1,036,966)

1,101,435

 Electric Energy TELGASHOLTOTAL
12.31.2016 GET DIS 
Property, plant and equipment       
Additions 619,964 - 187,313 - 556 807,833 
Intangible assets       
Additions 3,207 892,693 6,447 25,847 533 928,727 

 

F-92
 Electric Energy TELGASHOLTOTAL
01.01.2016 GET DIS 
Property, plant and equipment       
Additions 724,538 - 100,998 - 186 825,722 
Reversal of estimated losses 56,405 - - - - 56,405 
 780,943 - 100,998 - 186 882,127 
Intangible assets       
Additions 5,343 888,906 4,427 69,592 534 968,802 

F-134


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

        

STATEMENT OF INCOME

GET

DIS

TEL

GAS

HOL

Eliminations

Total

12.31.2012

 

 

 

 

 

 

 

 

NET OPERATING REVENUES

2,540,885

5,892,171

172,445

359,090

-

(471,339)

8,493,252

Electricity sales to final customers - third-parties

137,990

2,487,519

-

-

-

-

2,625,509

Electricity sales to final customers - between segments

-

3,119

-

-

-

(3,119)

-

Electricity sales to distributors - third-parties

1,468,044

155,463

-

-

-

-

1,623,507

Electricity sales to distributors - between segments

302,583

-

-

-

-

(302,583)

-

Use of the main transmission grid - third-parties

347,674

2,482,959

-

-

-

-

2,830,633

Use of the main transmission grid - between segments

96,979

17,116

-

-

-

(114,095)

-

Construction revenues

59,977

665,601

-

24,185

-

-

749,763

Telecommunications services to third-parties

-

-

125,565

-

-

-

125,565

Telecommunications services between segments

-

-

41,148

-

-

(41,148)

-

Distribution of piped gas

-

-

-

325,012

-

-

325,012

Other operating revenues from third-parties

121,675

80,394

1,301

9,893

-

-

213,263

Other operating revenues between segments

5,963

-

4,431

-

-

(10,394)

-

OPERATING COSTS AND EXPENSES

(1,494,623)

(5,968,827)

(139,403)

(332,128)

(37,162)

471,384

(7,500,759)

Electricity purchased for resale

(170,806)

(2,939,447)

-

-

-

302,518

(2,807,735)

Charges for the use of the main distribution and transmission grid

(233,983)

(648,501)

-

-

-

110,123

(772,361)

Personnel and management

(321,253)

(824,102)

(70,253)

(19,891)

(10,152)

-

(1,245,651)

Pension and healthcare plans

(44,315)

(126,187)

(8,591)

(3,039)

(746)

-

(182,878)

Materials and supplies

(18,245)

(48,296)

(1,800)

(1,413)

(33)

-

(69,787)

Materials and supplies for generation

(25,511)

-

-

-

-

-

(25,511)

Natural gas and supplies for gas business

-

-

-

(247,770)

-

-

(247,770)

Third party services

(110,890)

(320,135)

(17,280)

(14,206)

(3,863)

57,496

(408,878)

Depreciation and amortization

(314,968)

(192,344)

(28,019)

(13,769)

(755)

-

(549,855)

Provisions and reversals

(80,212)

(118,986)

(4,316)

(1,086)

(14,196)

-

(218,796)

Construction cost

(43,791)

(665,601)

-

(24,185)

-

-

(733,577)

Other operating costs and expenses

(130,649)

(85,228)

(9,144)

(6,769)

(7,417)

1,247

(237,960)

EQUITY IN EARNINGS OF INVESTEES

16,041

-

-

-

732,313

(741,669)

6,685

PROFIT BEFORE FINANCIAL INCOME (LOSS) AND TAX

1,062,303

(76,656)

33,042

26,962

695,151

(741,624)

999,178

Financial result

(41,513)

5,644

3,444

4,769

1,051

(45)

(26,650)

OPERATING PROFIT

1,020,790

(71,012)

36,486

31,731

696,202

(741,669)

972,528

Income tax and social contribution

(302,291)

(124,691)

(13,653)

(13,155)

(4,467)

-

(458,257)

Deferred income tax and social contribution

43,661

152,283

5,174

2,178

8,953

-

212,249

NET INCOME (LOSSES) FOR THE YEAR

762,160

(43,420)

28,007

20,754

700,688

(741,669)

726,520

F-93

 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

35COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

36     Financial Instruments

35.136.1  CategoryCategories and determination of the fair value of financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

12.31.2014

12.31.2013

 

Note

Level

Book value

Fair value

Book value

Fair value

Financial assets

 

 

 

 

 

 

Fair value through profit or loss - held for trading

 

 

 

 

 

 

Trading securities

 

 

 

 

 

 

Cash and cash equivalents (a)

4

1

740,131

740,131

 1,741,632

1,741,632

Derivative financial instruments (b)

5

1

52,804

52,804

65,811

65,811

Derivative financial instruments (b)

5

2

288,563

288,563

172,716

172,716

    

    

   

1,081,498

1,081,498

1,980,159

1,980,159

Loans and receivables

  

  

  

  

  

  

Collaterals and escrow accounts STN (c)

6

  

56,956

39,252

45,371

32,415

Pledges and restricted deposits linked (a)

6

 

13,497

13,497

1,976

1,976

Clients (a)

7

 

2,254,512

2,254,512

1,470,314

1,470,314

CRC Transferred to the State Government of Paraná (d)

8

 

1,344,108

1,376,932

1,380,554

1,369,599

Net sectorial financial assets (a)

9

 

1,041,144

1,041,144

-

-

Accounts receivable related to the concession (e)

10

 

632,941

632,941

412,869

412,869

Accounts receivable related to the concession extension (f)

11

 

301,046

302,689

557,589

563,052

   

 

 

5,644,204

5,660,967

3,868,673

3,850,225

Available for sale

 

 

 

 

 

 

Accounts receivable related to the concession (g)

10

3

3,792,476

3,792,476

3,075,795

3,075,795

Accounts receivable related to the concession extension (h)

11

3

160,217

160,217

160,217

160,217

Derivative financial instruments (b)

5

1

107,232

107,232

196,112

196,112

Derivative financial instruments (b)

5

2

142,726

142,726

75,119

75,119

Other investments (i)

17.2

1

17,631

17,631

25,708

25,708

     

      

      

4,220,282

4,220,282

3,532,951

3,532,951

Total financial assets

   

   

10,945,984

10,962,747

9,381,783

9,363,335

Financial liabilities 

 

 

 

 

 

 

Fair value through profit or loss - held for trading 

   

   

 

 

 

 

Trading securities 

    

 

  

  

  

  

Other liabilities - derivatives (b)

 

1

157

157

85

85

   

     

      

157

157

85

85

Other financial liabilities

  

   

   

   

   

   

Suppliers (a)

21

 

1,604,830

1,604,830

1,142,360

1,142,360

Loans and financing (c)

22

 

3,468,950

3,229,136

3,323,784

2,922,867

Debentures (j)

23

 

2,585,448

2,585,448

1,207,945

1,207,945

Payable related to concession - use of public property (k)

27

 

491,727

598,493

471,774

578,409

 

 

  

8,150,955

8,017,907

6,145,863

5,851,581

Total financial liabilities

 

 

8,151,112

8,018,064

6,145,948

5,851,666

Different levels are defined as follows:

Level 1: Obtained from quoted prices (not adjusted) in active markets for identical assets and liabilities;

Level 2:obtained through other variables in addition to quoted prices included in Level 1, which are observable for theassets or liabilities;

Level 3:obtained through assessment techniques which include variables for the assets or liabilities, which however are not basedon observable market data.

 NoteLevel12.31.2017 12.31.2016 -Restated 01.01.2016 -Restated 
 Book value Fair valueBook value  Fair value  Book value Fair value 
Financial assets         
Fair value through profit or loss         
Cash and cash equivalents (a) 5 1 1,040,075 1,040,075 982,073 982,073 1,480,727 1,480,727 
Bonds and securities (b) 6 1 - - 3,385 3,385 2,565 2,565 
Bonds and securities (b) 6 2 7,172 7,172 125,294 125,294 221,889 221,889 
   1,047,247 1,047,247 1,110,752 1,110,752 1,705,181 1,705,181 
Loans and receivables         
Pledges and restricted deposits linked (a)  59,372 59,372 1,294 1,294 2,000 2,000 
Trade accounts receivable (a) 7 12,994,322 2,994,322 2,488,141 2,488,141 3,107,889 3,107,889 
CRC Transferred to the State Government of Paraná (d) 8 1,516,362 1,620,212 1,522,735 1,610,269 1,383,242 1,343,497 
Sectorial financial assets (a) 9 343,218 343,218 - - 1,045,662 1,045,662 
Accounts receivable related to the concession (e) 10 3,219,437 3,219,437 2,612,418 2,612,418 943,473 943,473 

Accounts receivable related to the concession - bonus from the grant (f) 

10 2606,479 694,463 586,706 673,545 - - 
State of Paraná - Government Programs (a) 15.1 130,417 130,417 155,141 155,141 187,048 187,048 
Mutual - related parties 15.2 38,169 38,169 28,968 28,968 - - 
Collaterals and escrow accounts STN (c) 23.1 75,665 57,188 73,074 47,166 86,137 51,414 
   8,983,441 9,156,798 7,468,477 7,616,942 6,755,451 6,680,983 
Available for sale         
Bonds and securities (b) 6 1 687 687 1,567 1,567 2,728 2,728 
Bonds and securities (b) 6 2 211,804 211,804 201,499 201,499 158,449 158,449 
Accounts receivable related to the concession (g) 10 3 684,206 684,206 614,806 614,806 424,140 424,140 
Accounts receivable related to the concession compensation (h) 11 3 68,859 68,859 67,401 67,401 219,556 219,556 
Other temporary investments (i) 16 1 8,958 8,958 408,297 408,297 17,626 17,626 
Other temporary investments (i) 16 2 9,769 9,769 - - - - 
   984,283 984,283 1,293,570 1,293,570 822,499 822,499 
Total financial assets   11,014,971 11,188,328 9,872,799 10,021,264 9,283,131 9,208,663 
Financial liabilities         
Other financial liabilities         
Sectorial financial liabilities (a) 9  1 283,519 283,519 278,992 278,992 - - 
Ordinary financing of taxes with the federal tax authorities (c) 13.3 2148,845 142,702 198,527 183,573 193,739 171,119 
Special Tax Regularization Program - Pert (c) 13.3 2533,671 431,036 - - - - 
Suppliers (a) 22 11,727,046 1,727,046 1,292,350 1,292,350 1,619,049 1,619,049 
Loans and financing (c) 23 23,759,505 3,569,856 4,046,293 3,677,926 4,077,060 3,539,257 
Debentures (j) 24 16,070,978 6,070,978 4,790,809 4,790,809 3,683,928 3,683,928 
Payable related to concession (k) 28 3554,954 645,904 565,542 640,839 535,665 651,403 
Total financial liabilities   13,078,518 12,871,041 11,172,513 10,864,489 10,109,441 9,664,756 
Different levels are defined as follow s:         
Level 1: Obtained from quoted prices (not adjusted) in active markets for identical assets and liabilities;
Level 2:obtained through other variables in addition to quoted prices included in Level 1, which are observable for the assets or liabilities;
Level 3:obtained through assessment techniques which include variables for the assets or liabilities, which however are not based on observable market data.
        

Determination ofDetermining fair values

a)Equivalent to their respective carrying values due to their nature and terms of realization.

F-94a)

Equivalent to their respective carrying values due to their nature and terms of realization.

b)

Calculated according to information made available by the financial agents and to the market values of the bonds issued by the Brazilian government.

c)

Calculated based on the cost of the last issue by the Company, 126.0% of the CDI for discount of the expected payment flows.

F-135


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

COMPANHIA PARANAENSE DE ENERGIA – COPELd)

Notes toThe Company based its calculation on the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

b)Calculated according to information made available by the financial agents and to the market values of the bonds issued by the Brazilian government.

c)Calculated based on the cost of the last issue by the Company, 111.5% of the CDI for discount of the expected payment flow.

d)The Company based its calculation on the comparison with a noncurrent, long-term and post-fixed National Treasury bond (NTN-B) maturing on August 15, 2024, which yields approximately 6.10%comparison with a long-term and post-fixed National Treasury Bond (NTN-B) maturing on August 15, 2024, which yields approximately 4.47% p.y. plus the IPCA inflation index.

e)Criteria and assumptions disclosed on note 3.7.2.

f)Assets which started operations after May 2000 have the fair value calculated for the expected cash flow, discounted by the Selic rate, the best short-term rate available for comparison in determination of its market value.

g)Criteria and assumptions disclosed on note 3.7.1. The changes in 2014 are as follow:

As of 12.31.2013e)

3,075,795

Capitalization of intangible assetsCriteria and assumptions disclosed in progress

663,576

Monetary variations

76,989

Write-offs

(23,884)note 4.3.9.

As of 12.31.2014f)

3,792,476Receivables related to the concession agreement for providing electricity generation services under quota arrangements at their fair value calculated by expected cash inflows discounted at the rate established in ANEEL auction notice 12/2015 (9.04%).

g)

Criteria and assumptions disclosed in Note 4.3.9 to the financial statements for the year ended December 31, 2017. The changes in 2017 are shown in Note 10.1.

h)

The fair values of generation assets approximate their book values, according to Note 4.3.10.

i)

Calculated according to the price quotations published in an active market, for assets classified as level 1, and determined in view of the comparative assessment model for assets classified as level 2.

j)

Calculated from the Unit Price quotation (PU) for December 29, 2017, obtained from the Brazilian Association of Financial and Capital Markets (Anbima), net of financial cost to amortize.

k)

Real net discount rate of 8.11% p.a., in line with the Company's estimated rate for long-term projects.

h)Assets existing as of May 31, 2000 have their fair value equivalent to their book values, due to the fact that the expert report to be analyzed by Aneel has not yet been completed.

i)Calculated according to price quotes published in an active market or by applying the interest percentage over equity for assets with no active market.

j)Calculated according to the Unit Price Quotation (PU) as of December 31, 2014, obtained from the National Association of Financial Market Institutions (Anbima), net of the financial cost of R$2,029.

k)Used the rate of 7.74% p.y. as a market reference.

35.236.2  Financial risk management

The Company has a Corporate Risk Management Committee in charge of formulating and tracking risk management policies and assisting the Audit Committee to ensure a good management of resources and the protection and appreciation of its assets.

The Company's business activities are exposed to the following risks arising from financial instruments:

35.2.136.2.1    Credit risk

Credit risk is the risk of the Company and its subsidiaries incurring losses due to a customer or financial instrument counterparty,counterpart, resulting from failure in complying with contract obligations.


Exposure to credit risk 

12.31.2017 
12.31.2016
Restated 
01.01.2016
Restated 
Cash and cash equivalents (a) 1,040,075 982,073 1,480,727 
Bonds and securities (a) 219,663 331,745 385,631 
Pledges and restricted deposits linked (a) 135,037 74,368 88,137 
Trade accounts receivable (b) 2,994,322 2,488,141 3,107,889 
CRC Transferred to the State Government of Paraná (c) 1,516,362 1,522,735 1,383,242 
Sectorial financial assets (d) 343,218 - 1,045,662 
Accounts receivable related to the concession (e) 3,903,643 3,227,224 1,367,613 
Accounts receivable related to the concession - Bonus from the grant (f) 606,479 586,706 - 
Accounts receivable related to the concession compensation (g) 68,859 67,401 219,556 
State of Paraná - Government Programs (h) 130,417 155,141 187,048 
Mutual - related parties 38,169 28,968 - 
Other temporary investments (i) 18,727 408,297 17,626 
 11,014,971 9,872,799 9,283,131 

F-136


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

F-a)

The Company’s Management manages the credit risk of its assets in accordance with the Group's policy of investing virtually all of its funds in federal banking institutions. As a result of legal and/or regulatory requirements, in exceptional circumstances the Company may invest funds in prime private banks.

95b)

The risk arises from the possibility that the Company might incur in losses resulting from difficulties to receive its billings to customers. This risk is closely related to internal and external factors of Copel. To mitigate this type of risk the Company manages its accounts receivable, detecting customer groups that pose the greatest risk of default, cutting off energy supplies and implementing specific collection policies.

c)

Management believes this credit risk is low because repayments are secured by funds from dividends.

d)

Management believes this risk is very low because these contracts assure an unconditional right to be paid in cash by the concession Granting Authority at the end of the concession period for any infrastructure investments not recovered through tariffs.

e)

Management believes this risk is very low because these contracts assure an unconditional right to be paid in cash by the concession Granting Authority at the end of the concession period for any infrastructure investments not recovered through tariffs by the end of the period, specifically for the transmission business, since RAP is guaranteed revenue that does not involve demand risk.

For investments made in infrastructure and that were not recovered through tariff until the end of the concession, the agreements assure the right to receive cash until the end of the concession to be paid by the Granting Authority.

For the amount relating to RBSE assets existing on May 31, 2000, ANEEL published Normative Resolution 589/2013, which defines criteria for calculating the New Replacement Value (VNR). Given that on April 20, 2016, through MME Ordinance 120, the Granting Authority defined the means and period for receiving this asset regulated by. ANEEL Normative Resolution 762/2017, Management considers the risk of this credit to be low, even considering the injunctions that temporarily reduced the RAP receivable, regarding the cost of equity determined in RSBE’s assets from January 2013 to June 2017, as described in Note 10.4.

f)

Management considers the risk of this credit to be very low, as the contract for the sale of energy by quota guarantees the receipt of an Annual Generation Revenue - RAG guaranteed which includes the annual amortization of this amount during the concession term.

g)

For the generation concession assets, ANEEL published Normative Resolution 596/2013, which defines criteria for calculating the New Replacement Value (VNR), for indemnity purposes. Although the Granting Authority has not yet disclosed the means of remunerating these assets and there are uncertainties as to approval or ratification of investments made in this respect, Management believes that compensation for these assets indicates the recoverability of the recorded balance.

F-137


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

 

 

Exposure to credit risk

12.31.2014

12.31.2013

Cash and cash equivalents (a)

740,131

1,741,632

Derivative financial instruments (a)

591,325

509,758

Pledges and restricted deposits linked (a)

70,453

47,347

Clients (b)

2,254,512

1,470,314

CRC Transferred to the State Government of Paraná (c)

1,344,108

1,380,554

Net sectorial financial assets (d)

1,041,144

-

Accounts receivable related to the concession (e)

4,425,417

3,488,664

Accounts receivable related to the concession extension (f)

301,046

557,589

Accounts receivable related to the concession extension (g)

160,217

160,217

 

10,928,353

9,356,075

a)COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

h)Company management manages theManagement believes this credit risk of its assets in accordanceis very low because these are specific programs together with the Group's policy of investing virtually all of its funds in federal banking institutions. As a result of legal and/or regulatory requirements, in exceptional circumstancesState Government to highlight the Company may invest funds in prime private banks.Luz Fraterna program (Note 37.a).

b)i) The risk arises from the possibility that the Company might incur in losses resulting from difficulties to receive its billings to customers.the volatility on the stock market. This risk is closely related to internal and external factors of Copel. To mitigate this type of risk the Company manages its accounts receivable, detecting customer groups that pose the greatest risk of default, cutting off energy suppliesinvolves external factors and implementing specific collection policies, supported by real or personal guarantees for debits above R$200.

Doubtful accounts are adequately covered by an allowance to cover any realization losses.

c)Company management believes the CRC poses a minimal credit risk, since the amortizations are guaranteed by dividends. The State Government is paying the renegotiated amounts in accordance with the fourth amendment.

d)The Management believes to be greatly reduced the risk of this credit, since the contracts that havehas been executed ensure the unconditional right to receive cash at the endmanaged through periodic assessment of the concession to be paid byvariations occurred in the Granting Authority, relating to costs not recovered through tariff.market.

e)36.2.2Based on the Company's understanding that the signed agreements establish the unconditional right to receive cash at the end of the concession, from the concession authority, for the investments made ininfrastructure andthat have not been recovered through rates by the end of the concession and specifically regarding the energy transmission activity, as RAP is guaranteed revenue, and therefore not subject to the risk of demand.

f)Management considers the credit risk on the indemnity approved for the assets which started operations after May 2000 to be reduced, given that the realization and compensation rules have already been established by the Granting Authority. The Company received the installments overdue until September 2014 and the Management’s expectation is to receive the remaining installments in arrears as soon as the CDE resources are returned by the Granting Authority based on the publication of Ratifying Resolution no 1857 dated February 27, 2015 that defined the definite CDE annual quotas and increased the budget for payment of transmission indemnities, from R$3,180,000 to R$4,900,000 in 2015.

g)For value of existing assets on May 31, 2000, Aneel published Resolution no. 589/2013, which addresses the definition criteria for calculating the New Replacement Value (VNR) for the indemnification purpose. For these assets, Management considers the credit risk as reduced since the rules for compensation are set and there is a going survey of information required by the granting authority.

F-96

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

35.2.2Liquidity risk

The Company's liquidity risk consists of the possibility of insufficient funds, cash or other financial asset to settle obligations on scheduled dates.

The Company manages liquidity risk relying on a set of methodologies, procedures and instruments applied for a permanent control over financial processes to ensure a proper management of risks.

Investments are financed by incurring medium and long-term debt with financial institutions and capital markets.

Short-term, medium-termShort, medium and long-term business projections are made and submitted to management bodies for evaluation. The budget for the next fiscal year is annually approved.

Medium and long-term business projections cover monthly periods over the next five years. Short-term projections consider daily periods covering only the next 90 days.

The Company permanently monitors the volume of funds to be settled by controlling cash flows to reduce funding costs, the risk involved in the renewal of loan agreements and compliance with the financial investment policy, while at the same time keeping minimum cash levels.

The following table shows the expected undiscounted settlement amounts in each time range. Projections were based on financial indicators linked to the related financial instruments and forecast according to average market expectations as disclosed on the Central Bank of Brazil's Focus Report, which provides the average expectations of market analysts for these indicators for the current year and the following year. From 2017, 20162021, 2020 indicators are repeated through the forecast period, except for the US dollar, which follows the US inflation rate.period.

F-97
        

 

Interest (a)

Less than

1 to 3

3 months

 

Over

Total

 

 

��1 month 

 months

 to 1 year

 1 to 5 years

 5 years

 liabilities

12.31.2017

 

 

 

 

 

 

 

Loans and financing

Note 23

  67,457

  150,634

  775,871

2,429,424

1,340,528

4,763,914

Debentures

Note 24

  16,985

  22,149

1,923,880

5,160,164

  453,807

7,576,985

Payable related to concession

Rate of return +

 

 

 

 

 

 

  use of public property

IGP-M and IPCA

  5,429

  10,859

  49,777

  293,984

1,455,541

1,815,590

Suppliers

-

1,305,653

  174,478

  143,558

  103,357

  -

1,727,046

Ordinary financing of taxes

 

 

 

 

 

 

 

  with the federal tax authorities

Selic

  5,535

  11,141

  51,261

  89,860

  -

  157,797

Pert

Selic

  3,693

  7,445

  34,469

  214,111

  509,027

  768,745

Sectorial financial liabilities

Selic

  16,159

  32,583

  151,095

  100,805

  -

  300,642

 

 

1,420,911

  409,289

   3,129,911

8,391,705

3,758,903

17,110,719

12.31.2016

 

 

 

 

 

 

 

Loans and financing

Note 23

  90,265

  164,214

1,588,764

1,873,952

1,556,703

5,273,898

Debentures

Note 24

  8,725

  19,929

1,545,694

4,147,064

  583,869

6,305,281

Payable related to concession

Rate of return +

 

 

 

 

 

 

  use of public property

IGP-M and IPCA

  5,494

  10,988

  50,331

  300,343

1,850,518

2,217,674

Suppliers

-

1,106,430

  21,619

  124,060

  40,239

2

1,292,350

Ordinary financing of taxes

 

 

 

 

 

 

 

  with the federal tax authorities

Selic

  5,133

  10,392

  48,578

  161,534

  -

  225,637

Sectorial financial liabilities

Selic

  13,071

  26,537

  125,315

  144,590

  -

  309,513

 

 

1,229,118

  253,679

3,482,742

6,667,722

3,991,092

15,624,353

(a) Effective interest rate - weighted average.

       
        
        

F-138


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

        

 

 

Less than

1 to 3

3 months

 

Over

Total

 

Interest (a)

1 month

months

to 1 year

1 to 5 years

5 years

liabilities

12.31.2014

 

 

 

 

 

 

 

Loans and financing

Note 22

75,379

45,403

971,506

2,185,629

2,051,937

5,329,854

Debentures

Note 23

4,939

10,966

692,433

2,680,345

-

3,388,683

Derivatives

Future inter-bank rate

157

-

-

-

-

157

Payable related to concession

Rate of return +

 

 

 

 

 

 

use of public property

IGP-M and IPCA

4,590

9,181

42,144

257,665

2,006,107

2,319,687

Eletrobrás - Itaipu

Dollar

-

205,030

958,725

4,152,843

5,010,440

10,327,038

Other suppliers

-

1,111,742

269,075

94,811

32,114

-

1,507,742

Post-employment benefits

8.53%

38,322

76,645

344,902

1,797,468

5,690,070

7,947,407

Purchase obligations

IGP-M and IPCA

-

899,187

3,666,194

19,924,273

93,096,613

117,586,267

 

 

1,235,129

1,515,487

6,770,715

31,030,337

107,855,167

148,406,835

12.31.2013

 

 

 

 

 

 

 

Loans and financing

Note 22

44,546

312,844

773,467

1,853,937

1,488,871

4,473,665

Debentures

Note 23

5,182

10,324

160,669

1,499,400

-

1,675,575

Derivatives

Future inter-bank rate

85

-

-

-

-

85

Payable related to concession

Rate of return +

 

 

 

 

 

 

use of public property

IGP-M and IPCA

4,282

8,564

39,272

246,196

2,103,155

2,401,469

Eletrobrás - Itaipu

Dollar

-

124,286

575,224

3,606,457

5,517,175

9,823,142

Petrobras - renegotiation

100% of CDI

5,295

10,738

51,243

-

-

67,276

Other suppliers

-

645,392

144,718

196,518

92,271

-

1,078,899

Post-employment benefits

8.05%

43,145

86,289

388,302

2,785,404

12,492,581

15,795,721

Purchase obligations

IGP-M and IPCA

-

605,310

2,818,490

12,216,247

80,198,892

95,838,939

 

 

747,927

1,303,073

5,003,185

22,299,912

101,800,674

131,154,771

(a) Effective interest rate - weighted average.

As at December 31, 2017, Copel recorded a negative net working capital of R$408,080 (R$1,418,795 as at December 31, 2016). The Company's Management has been monitoring the liquidity and taking actions to balance the short-term financial capacity, preserving the Company's investment programs, as well as seeking debt extension, as described in Note 36.3.

As disclosed in notes 22.10Notes 23.5 and 23.2,24.3, the Company and its subsidiaries havehas loans and financing agreements and debentures with covenants that if breached may require have itstheir payment accelerated.

The main guarantees put up for maintaining business and investing activities are invested in securities (note 5) and cash (note 6).

35.2.336.2.3    Market risk

Market risk it is the risk that fair value or the future cash flows of a financial instrument shall oscillate due to changestochanges in market prices, such as currency rates, interest rates and stock price. The purpose of managing this risk is to control exposures within acceptable limits, while optimizing return.

F-139


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

a)   Foreign currency risk (US Dollar)

This risk comprises the possibility of losses due to fluctuations in exchange rates, which may reduce assets or increase liabilities denominated in foreign currencies.

The Company’s foreign currency indebtedness is not significant and it is not exposed to foreign exchange derivatives. The Company monitors all relevant exchange rates.

The effect of the exchange rate variation resulting from the power purchase agreement with Eletrobras (Itaipu) is passed on to customers in Copel Distribuição'sDIS's next rate review.

F-98

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

tariff adjustment.

The exchange rate risk posed by the purchase of gas arises from the possibility of Compagas reporting losses on the fluctuations in gas prices resulting from a fluctuation in the value of the OPEC Reference Basket and exchange rates, increasing the balancesamount in Reais of the accounts payable related to the gas acquired gas.

from Petrobras. This risk is mitigated by the monitoring and transfer of the price fluctuation through tariff, when possible. Compagas monitors these fluctuations on a permanentan ongoing basis.

Sensitivity analysis of foreign currency risk

The Company has developed a sensitivity analysis in order to measure the impact of the devaluation. The baseline takes into account the existing balances in each account as of December 31, 2014 and the likely scenario takes into account the balances subject to the exchange rate variations – end of period (R$/US$2.80) estimated as market average projections for 2015 according to the Focus Report issued by the Brazilian Central Bank as of February 6, 2015. For the adverse and remote scenarios, deteriorations of 25% and 50%, respectively, were considered for the main risk factor for the financial instrument compared to the rate used in the likely scenario.

      

.

 

Baseline

Projected scenarios - Dec.2015

Foreign exchange risk

Risk

12.31.2014

Probable

Adverse

Remote

.

 

 

 

 

 

Financial assets

 

 

 

 

 

Collaterals and escrow accounts - STN

USD depreciation

56,956

3,083

(11,926)

(26,936)

.

 

56,956

3,083

(11,926)

(26,936)

Financial liabilities

 

 

 

 

 

Loans and financing

 

 

 

 

 

STN

USD appreciation

(71,197)

(3,854)

(22,617)

(41,380)

 

 

(71,197)

(3,854)

(22,617)

(41,380)

Suppliers

 

 

 

 

 

Eletrobras (Itaipu)

USD appreciation

(135,489)

(7,335)

(43,041)

(78,747)

Petrobras (acquisition of gas by Compagás)

USD appreciation

(252,103)

(13,648)

(80,086)

(146,524)

 

 

(387,592)

(20,983)

(123,127)

(225,271)

In addition the Company evaluates its financial instruments considering the possible effects on profit and loss and equity of the risks evaluated by Company management on the reporting date for the financial instruments, as recommended by IFRS 7. Based on the equity position and the notional value of the financial instruments held as of December 31, 2014, it is estimated that these effects will approximate the amounts stated in the above table in the column for the forecast probable scenario, since the assumptions used by the Company are similar to those previously described.

b)Interest rate and monetary variation risk

This risk comprises the possibility of losses due to fluctuations in interest rates or other indicators, which may reduce financial revenues or increase financial expenses in connection with assets and liabilities collected on the market.

The Company has not engaged in transactions with derivatives to cover this risk, except for the exclusive investment funds (35.2.3-c), but it has continually monitored interest rates and market indicators, in order to assess the potential need for such transactions.

F-99

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Sensitivity analysis of interest rate and monetary variation risk

The Company has developed a sensitivity analysis in order to measure the impact of the devaluation of the U.S. dollar on its loans and financing subject to exchange risk.

The baseline takes into account the existing balances in each account as of December 31, 20142017 and the likelyprobable scenario takes into accountassumes a variation in the indicators (CDI/Selicexchange rate - end of 12.50%, IPCA of 6.45%, IGP-DI of 5.72%, IGP-M of 5.81% and TJLP of 5.50%) estimated asperiod (R$/US$3.30) based on the median market average projectionsexpectation for 2015 according to the Focus Report issued by2018 reported in the Central Bank of Brazil asBank’s Focus report of February 6, 2015.2, 2018. For the adversescenarios 1 and remote scenarios,2, deteriorations of 25% and 50%, respectively, were considered for the main risk factor for the financial instrument compared to the rate used in the likelyprobable scenario.

      

.

 

Baseline

Projected scenarios - Dec.2015

Interest rate risk and monetary variation

Risk

12.31.2014

Probable

Adverse

Remote

.

 

 

 

 

 

Financial assets

 

 

 

 

 

Financial investments - cash equivalents

Low CDI/SELIC

587,758

76,526

57,424

38,262

Bonds and securities

Low CDI/SELIC

591,325

76,990

57,773

38,495

Collaterals and escrow accounts

Low CDI/SELIC

13,497

1,757

1,319

878

CRC transferred to the State Government of Paraná

Low IGP-DI

1,344,108

76,883

57,662

38,441

Net sectorial financial assets

Low Selic

1,041,144

130,143

97,607

65,072

Accounts receivable related to the concession

Low IGP-M

4,425,417

257,117

192,838

128,558

Accounts receivable related to the concession extension - RBNI

Low IPCA

301,046

19,417

14,563

9,709

Accounts receivable related to the concession extension

Undefined (a)

160,217

-

-

-

 

 

8,464,512

638,833

479,186

319,415

Financial liabilities

 

 

 

 

 

Loans and financing

 

 

 

 

 

Banco do Brasil

High CDI

(1,558,485)

(194,811)

(243,513)

(292,216)

Eletrobras - Finel

High IGP-M

(50,237)

(584)

(730)

(876)

Eletrobras - RGR

No risk

(80,524)

-

-

-

Finep

High TJLP

(33,168)

(1,824)

(2,280)

(2,736)

BNDES

High TJLP

(1,526,141)

(83,938)

(104,922)

(125,907)

Banco do Brasil - Distribution of Funds from BNDES

High TJLP

(149,198)

(8,206)

(10,257)

(12,309)

Debentures

High CDI

(2,585,448)

(323,181)

(403,976)

(484,772)

.

 

(5,983,201)

(612,544)

(765,678)

(918,816)

(a) Risk assessment still requires ruling by the Granting Authority.

      

.

 

Baseline

Projected scenarios - Dec.2018

Foreign exchange risk

Risk

12.31.2017

Probable 

Scenario 1

Scenario 2

.

 

 

 

 

 

Financial assets

 

 

 

 

 

Collaterals and escrow accounts - STN

USD depreciation

75,665

(183)

  (19,053)

  (37,924)

.

 

75,665

(183)

  (19,053)

  (37,924)

Financial liabilities

 

 

 

 

 

Loans and financing - STN

USD appreciation

(89,270)

216

  (22,048)

  (44,311)

Suppliers

 

 

 

 

 

Eletrobras (Itaipu)

USD appreciation

(215,761)

522

  (53,288)

  (107,098)

Acquisition of gas

USD appreciation

(27,001)

65

  (6,669)

  (13,403)

 

 

(332,032)

803

  (82,005)

  (164,812)

      

 

F-100

F-140


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

In addition to the sensitivity analysis required by CVM Resolution No. 475/2008, the Company evaluates its financial instruments considering the possible effects on profit and loss and equity of the risks evaluated by Company management on the reporting date for the financial instruments, as recommended by IFRS 7.7 - Financial Instruments. Disclosure. Based on the equity position and the notional value of the financial instruments held as of December 31, 2014,2017, it is estimated that these effects will approximate the amounts stated in the above table in the column for the forecast probable scenario, since the assumptions used by the Company are similar to those previously described.

c)b)   RiskInterest rate and monetary variation risk

This risk comprises the possibility of derivativeslosses due to fluctuations in interest rates or other indicators, which may reduce financial income or financial expenses or increase the financial expenses related to the assets and liabilities raised in the market.

The Company employs derivative financial instrumentshas not engaged in transactions with the sole purpose of protecting itself against variablederivatives to cover this risk, but it has continually monitored interest rate volatility.

Inrates and market indicators, in order to protect againstassess the effects of volatility on long exposures (DI interest rates) of bonds and securities, the Company hired future DI rate operations, negotiated at BM&FBOVESPA and registered at CETIP, whose nominal balances and conditions are as follows:

i)In 2014, the result of operations with derivative financial instruments on the futures market was a gain of R$1,720 (a gain of R$5,885 in 2013);

ii)Contracts are adjusted daily in accordance with the future DI rates published by BM&FBOVESPA. The reference (notional) values of these outstanding contracts as of December 31, 2014 corresponded to R$64,880 (R$109,792 as of December 31, 2013);

iii)On December 31, 2014, a share of the Company’s federal bonds in the amount of R$6,487 (R$6,712 as of December 31, 2013), was deposited as collateralpotential need for transactions at BM&FBOVESPA S.A.such transactions.

Sensitivity analysis of derivative financial instrumentsinterest rate and monetary variation risk

InThe Company has developed a sensitivity analysis in order to measure the effectsimpact of thevariable interest rates and monetary variations in the indiceson its financial assets and rates tiedliabilities subject to the derivative operations, which includes athese risks.

The baseline scenario considered probable by Company management, a situation considered adverse of at least a 25% deterioration in the variables used and a situation considered remote, with a deterioration of at least 50% in the risk variables. The base scenario tooktakes into account the existing balances in each account as of December 31, 2017 while the ‘probable’ scenario assumes balances reflecting varying indicators as follows: CDI/Selic - 6.75%, IPCA - 3.94%, IGP DI - 4.50%, IGP-M - 4.56% and TJLP - 6.75%, estimated as market average projections for 2018 according to the Focus Report issued by the Central Bank of Brazil as of February 2, 2018, except TJLP that considers the rate set by the National Monetary Council for the first quarter of 2018.

For the scenarios 1 and 2, deteriorations of 25% and 50%, respectively, were considered for the main risk factor for the financial instrument compared to the rate used in the probable scenario.

F-141


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 
Risk 
Baseline
12.31.2017 
Projected scenarios - Dec.2018 
Interest rate risk and monetary variation Probable Scenario 1 Scenario 2 
.      
Financial assets      
Bonds and securities Low CDI/SELIC 219,663 14,827 11,115 7,424 
Collaterals and escrow accounts Low CDI/SELIC 59,372 4,008 3,005 2,006 
CRC transferred to the State Government of Paraná Low IGP-DI 1,516,362 68,236 51,177 34,118 
Sectorial financial assets Low Selic 343,218 23,167 17,375 11,584 
Accounts receivable related to the concession Low IPCA 4,510,122 169,981 127,486 84,991 
Accounts receivable related to the concession compensation Undefined (a) 68,859 - - - 
State of Paraná - Government Programs No risk 130,417 - - - 
Mutual - related parties No risk 38,169 - - - 
  6,886,182 280,219 210,158 140,123 
Financial liabilities      
Loans and financing      
Banco do Brasil High CDI (1,165,123) (78,646) (98,307) (117,969) 
BNDES High TJLP (1,510,327) (101,947) (127,434) (152,921) 
Promissory notes High CDI (529,919) (35,770) (44,712) (53,654) 
Banco do Brasil - Distribution of Funds from BNDES High TJLP (118,373) (7,990) (9,988) (11,985) 
Caixa Econômica Federal High TJLP (498) (34) (42) (50) 
Other No risk (345,995) - - - 
Debentures High CDI/SELIC (5,358,247) (361,682) (452,102) (542,523) 
Debentures High IPCA (545,967) (21,511) (26,889) (32,267) 
Debentures High TJLP (166,764) (11,257) (14,071) (16,885) 
Suppliers - renegotiation of gas High IGP-M (73,076) (3,332) (4,165) (4,998) 
Sectorial financial liabilities High Selic (283,519) (19,138) (23,922) (28,706) 
Ordinary financing of taxes with the federal tax authorities High Selic (148,845) (10,079) (12,599) (15,118) 
Pert High Selic (533,671) (35,991) (44,989) (53,986) 
Payable related to concession High IGP-M (507,560) (23,145) (28,931) (34,717) 
Payable related to concession High IPCA (47,394) (1,867) (2,334) (2,801) 
.  (11,335,278) (712,389) (890,485) (1,068,580) 
(a) Risk assessment still requires ruling by the Granting Authority.     

In addition to the sensitivity analysis required by CVM Resolution No. 475/2008, the Company evaluates its financial instruments considering the possible effects on profit and loss and equity of the risks evaluated by Company management on the reporting date for the financial instruments, as recommended by IFRS 7 - Financial Instruments. Based on the equity position and the notional value of the financial instruments held as of December 31, 2017, it is estimated that these effects will approximate the amounts stated in the above table in the column for the forecast probable scenario, for balances with changessince the assumptions used by the Company are similar to those previously described.

F-142


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in the BM&FBOVESPA preferential rate for LTN (National Treasury Bills) maturing onthousands of Brazilian reais, unless otherwise statedJanuary 04, 2016.

      

.

 

Baseline

Projected scenarios - Dec.2015

 

 

Risk of derivatives

Risk

12.31.2014

Probable

Adverse

Remote

.

 

 

 

 

 

Financial assets (liabilities)

 

 

 

 

 

Derivative liabilities

Decrease in DI rate

(157)

130

(6,390)

(12,909)

 

 

(157)

130

(6,390)

(12,909)

Expected effect in the result

 

 

287

(6,233)

(12,752)

35.2.436.2.4    PowerElectricity shortage risk

This risk resultsApproximately 64% of installed capacity in the country currently comes from hydroelectric generation, as informed by the possibilityGeneration Information Bank of periods with low levels of rainfall, sinceANEEL, which makes Brazil relies heavily on hydroelectric sources,and the geographic region in which depend on the water levels in their reservoirswe operate subject to operate.

A long period of drought may reduce the water levels in power plant reservoirs and result in losseshydrological conditions that are unpredictable, due to reduced revenues ifnon-cyclical deviations of mean precipitation. Unsatisfactory hydrological conditions may cause, among other things, the implementation of comprehensive programs of electricity savings, such as rationalization or even a new rationing programmandatory reduction of consumption, which is implemented.the case of rationing.

According to the publication Energy Plan Operation 2014/2018 - PENFrom 2014, released by the ONS, the hydro energy scenario in 2014 proved to be unfavorable, since the climatic conditions in the rainy season prevented the resumption of stock stored in the reservoirs of the Southeast/Central-WestMidwest, North and Northeast subsystems.regions have been subject to adverse climate situations, leading agencies responsible for this industry to adopt water resources optimization measures to guarantee full compliance with load.

F-101

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

These factors may have anThe economic crisis that the country is going through has had a significant impact mainly on the consumption of electricity, practically stagnating its growth in the last 4 years, being decisive to avoid a greater difficulty in the full service of the market.

Regarding short-term earnings (horizon 2015/2016),risk, the Electric Power Industry Monitoring Committee - CMSE has been reporting a balance between energy supply and demand, and indices have been kept within safety margins. The same position is adopted by ONS regarding the risk of deficit in the medium term, as stated in the 2018-2022 Energy Operation Plan.

Although dam storage levels are not ideal, from the standpoint of regulatory agencies, when combined with other variables they are sufficient to keep the risk of deficit risk in some cases exceedwithin the safety margin established by the National Energy Policy Council - CNPE (maximum risk of 5%).

However, the medium-term valuations (horizon 2015/2018), based on the energy deficit risks to the Reference Scenario indicate suitability for the supply criteria recommended by CNPE, provided that the deficit risks remain below 5% in all subsystems.

35.2.536.2.5Risk of GSF impacts

The Energy Reallocation Mechanism (MRE) is a system of redistribution of electric power generated, characteristic of the Brazilian electric sector, which has its existence by the understanding, at the time, of the need for a centralized operation associated with a centrally calculated optimum price known as PLD. Since generators have no control over their production, each plant receives a certain amount of virtual energy which can be compromised through contracts. This value, which enables the registration of bilateral contracts, is known as Physical Guarantee - GF and is also calculated centrally. Unlike PLD, which is calculated on a weekly basis, GF, as required by Law, is recalculated every five years, with a limit of increase or decrease, restricted to 5% by revision or 10% in the concession period.

The contracts need to be backed. This is done, especially, through the allocation of power generated received from the MRE or purchase. The GSF is the ratio of the entire hydroelectric generation of the MRE participants to the GF sum of all the MRE plants. Basically, the GSF is used to calculate how much each plant will receive from generation to back up its GF. Thus, knowing the GSF of a given month the company will be able to know if it will need to back up its contracts through purchases.

F-143


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Whenever GF multiplied by GF is less than the sum of contracts, the company will need to buy the difference in the spot market. However, whenever GSF multiplied by GF is greater than the total contracts, the company will receive the difference to the PLD.

The low inflows recorded since 2014 as well as problems with delays in the expansion of the transmission system have resulted in low GSF values, resulting in heavy losses for the companies holding MRE participating hydroelectric projects.

For plants with contracts in the Free Contracting Environment - ACL, the main way to manage the low GSF risk is not to compromise the entire GF with contracts, approach currently adopted by Copel.

For the contracts in the ACR, Law 13,203/2015, allowed the generators to contract insurance of the load, by means of payment of a risk premium. Copel adopted this approach to protect contracts related to energy produced by Mauá, Foz do Areia, Santa Clara, Fundão, Baixo Iguaçu and Cavernoso II Thermoelectric Plants.

For the distribution segment, the effects of the GSF are perceived in the costs of the contracts for availability, as well as in the costs associated with quota of Itaipu, of Angra and the plants whose concessions were renewed in accordance with Law 12,783/2013. This is a financial risk, however, since it guarantees the neutrality of energy purchase expenses through a tariff transfer.

36.2.6    Risk of non-renewal of concessions - generation and transmission

Law 12,783/2013 published on January 14, 2013 ruledCurrently, the extension of energy generation, transmission and distribution concessions covered by articlesArticles 17, 19 and 22 of Law 9.074/2015. However, extension depends on full acceptance of the conditions set by that law.

Four power plants have been affected by Law 12,783/2013: Rio dos Patos with 1.8 MW, Mourão with 8.2 MW, Chopim with 1.8 MW and Power Plant Governador Pedro Viriato Parigot de Souza with 260 MW of installed capacity.

In order to maintain the Company's current profitability levels, the concessions for these plants have not been extended, given that studies have shown that the conditions imposed by the Concession Authority make the plants not economically feasible. By the end of the concession agreement, these power plants will be put up for auction, and the Company has no guarantee that it will be the winning bidder. Rio dos Patos in turn finished the agreement in February 2014. However, the Company will remain responsible for providing the power plant services until the concessionaire that has won the bidding assumes the enterprise. No date has yet been set for this takeover to happen. Ordinance 170/2014 issued on April 17, 2014 by the Ministry of Mines and Energy established the cost of managing the generation assets of this plant, which will be used to set the annual generation revenue to be earned from rendering this service.

Concession Agreement number 060/2001, which sets rules about transmission facilities, has been extended for 30 years, according to the conditions establishedNo. 9,074/1995 is governed by Law 12,783/2013. In this caseHowever, extension is permitted after express acceptance of conditions of that Law, such as: (i) distribution and transmission revenue determined according to criteria established by ANEEL; (ii) submission to service quality standards defined by ANEEL; (iii) change from price remuneration to tariff calculated by ANEEL for each plant; and (iv) allocation of plant energy and capacity physical guarantee shares to concessionaires and permission holders of distribution public utilities.

Concessions of hydroelectric power generation, electric power transmission and distribution may be extended at the conditions for making investments arising from contingencies, modernization, renovation and refurbishmentdiscretion of structures and equipment have been kept. These investments will actually be made upon Aneel's recognition and authorization. The guarantee that the regulatory body will reimburse the Company for the works rules out the possibility of financial losses and keeps the Company's current profitability levels.

F-102

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

For the distribution services, the Company has issued a favorable opinion on the extension of Concession Agreement number 046/1999, pursuant to Law 12,783/2013. The Company is waiting for the decision by the Concession Authority on the extension. If the conditions set by the Concession Authority ensure the Company's expected profitability levels, the Company will sign the concession agreement or amendmentGrantor, one single time, for an additionala period of up to 30 years. Even consideringHowever, for concessions of thermoelectric power generation, extension period is limited to 20 years. Decree 9,187 of November 1, 2017 regulates the extension of the thermoelectric power generation concessions set forth in Law 12,783.

Current regulation also defines that the regulatory overall scene is uncertain,concessionaire should request extension of concession of up to 60 months before the final contract date or after granting of concessions to hydroelectric power generation and electric power transmission and distribution plants, and of up to 24 months for thermoelectric plants.

F-144


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

It was also defined that, if the concessionaire opts to extend its concession, the Concession Grantor may advance effects of extension by up to 60 months counted as of contract or grant date, and may also define initial tariff or revenue.

On March 24, 2017 Copel GeT filed with ANEEL its intention to extend the granting of the Figueira Hydroelectric Plant generation concession, emphasizing, however, that it will sign the necessary contracts and / or amendments only after knowing and accepting the contractual terms and the rules that will govern any process related to the extension of the grant. For the other plants of Copel GeT with concessions ending within a term of ten years, the deadlines for the Company believesto inform about the extension or not of the generation concessions are shown below:

Plant

Deadline for manifestation

HPP Gov. Bento Munhoz da Rocha Neto (Foz do Areia)

 09.17.2018

HPP Apucaraninha

10.12.2020

HPP Chaminé

 08.16.2021

HPP Guaricana

 08.16.2021

These five plants represent a Physical Guarantee of an average 620.69 MW.

The Company will make analyses in the future to decide on whether or not concessions should be extended in view of conditions imposed by the possibilityConcession Grantor, aiming at preserving its profitability levels.

In case extension is not brought forward, the Concession Grantor will open a tender bid process for concessions of the auction or competition type, for up to 30 years, considering, for tender bid judgment, the lowest tariff value and the highest offer to pay grant bonus.

Copel GeT does not have any transmission concession ending in the next ten years.

36.2.7Risk of non-renewal of concessions - distribution of electricity

On December 9, 2015, pursuant to the term of Concession Agreement Amendment No. 46/1999 of Copel DIS, concession was extended, provided that quality and efficiency parameters for provision of distribution services are met, measured by indicators that consider duration and frequency of service interruptions (DECi and FECi) and efficiency in the Company’s economic and financial management.

F-145


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The fifth amendment to the concession agreement imposes indexes of economic and financial efficiency and quality. Failure to comply with the indexes for two consecutive years or any limits at the end of the first five years will result in the termination of the concession extension, although(clause 18, sub clause 1), observing the agreement terms, specifically the right to full defense and reconsideration. Non-compliance with the global electricity supply quality indicators (DEC and FEC) for two consecutive years or three times in five years, depending on ANEEL’s regulation, may limit the payment of dividends or interest on capital (clause 2, sub clause 8), while the breach of the economic and financial sustainability indicators may require a capital contribution from the controlling shareholders (clause 13, sub clause 4). From the sixth year following the signing of the agreement, the breach of quality criteria for three consecutive years or of economic and financial management criteria for two consecutive years will result in the opening of an expiration process (clause 12, sub clause 14), causing the end of the concession.

The following table sets out the targets set for Copel DIS in the first five years of the renewal:

      

 

 

Quality (Limit Established) (a)

Quality (Performed)

Year

Economic and Financial Management

DECi (b)

FECi (b)

DECi (c)

FECi (c)

2016

 

    13.61

                               9.24

            10.80

              7.14

2017

EBITDA ≥ 0

    12.54

                               8.74

            10.41

              6.79

2018

EBITDA (-) QRR ≥ 0 (d)

    11.23

                               8.24

 -

 -

2019

{Net Debt / [EBITDA (-) QRR]} ≤ 1 / (0.8 * SELIC) (d) (e)

    10.12

                               7.74

 -

 -

2020

{Net Debt / [EBITDA (-) QRR]} ≤ 1 / (1.11 * SELIC) (d) (e)

      9.83

                               7.24

 -

 -

(a) According to Aneel’s Technical Note No. 0335/2015.

(b) DECi - Equivalent Time of Interruption Caused by Internal Source per Consumer Unit; and FECi - Equivalent Frequency of Interruption Caused by Internal Source per Consumer Unit.

(c) The DECi and FECi indicators are calculated by ANEEL and the performed data were not officially released for the year 2017

(d) QRR: Regulatory Reintegration Quota or Regulatory Depreciation Expense. This is the value defined in the most recent Periodical Tariff Review (RTP), plus the General Market Price Index (IGP-M) between the month preceding the RTP and the month preceding the twelve-month period of the economic and financial sustainability measurement.

(e) Selic: limited to 12.87% p.y.

36.2.8Risk of non-extension of the gas distribution concession

As presented in Note 2.1.1, the expiration date of the gas distribution concession of the subsidiary Compagás is under discussion with the concession grantor.

F-146


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

In the event of non-extension of the concession, Compagás will be entitled to compensation for investments made in the last 10 years prior to the end of the concession at their depreciated replacement value, according to the contractual clause.

36.2.9Risk of overcontracting and undercontracting of electricity

In the current regulatory model, the agreement for purchase of electric power by distributors is regulated by Law No. 10,484/2014 and Decree No. 5,163/2004, which determine that distributors must purchase the volume required to serve 100% of their market through auctions on the Regulated Contacting Environment - ACR.

The contracting of the total output available in the market is verified by observing the period comprising the calendar year, and the difference between the costs remunerated by the tariff and those actually incurred on the power purchase are fully passed on to captive consumers as long as the Distributor presents a contracting level between 100% and 105% of its market. However, if distributors determine contracting levels lower or higher than the regulatory limits, there is the assurance of neutrality if it doesis identified that such violation derives from extraordinary and unforeseen events that are not manageable by the buyer.

In the last years, the distribution segment has been exposed to a general overcontracting scenario, as most companies determined contracting levels higher than 105%. Considering that several factors that have sufficient informationcontributed to this situation are extraordinary and unavoidable by the distributors, such as the involuntary allocation of physical guarantee quotas and the broad migration of consumers to the free market, the ANEEL and the MME implemented a series of measures aiming at the migration of overcontracting. Between the years 2015 and 2016, we highlight:

• Normative Resolution No. 700/2016, which regulated the recognition of involuntary overcontracting arising from the reallocation of assured power quota of plants renewed pursuant Law 12,783/2013;

• Normative Resolutions No. 693/2015 and 727/2016, which regulated the New Energy and Decrease Clearing Facility (“Mecanismo de Compensação de Sobras e Déficits - MCSD-EN”), for the contracts arising from new generation projects, which enabled the reallocation of energy between distributors and generators; and

• Normative Resolution No. 711/2016, which established criteria and conditions for bilateral agreements between distributors and generators, under the temporary, total or partial reduction in the contracted power, permanent reduction, however partial, and also the contractual restriction.

F-147


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

In 2017, there were changes in the regulation for sale of electric energy, established by Decree 5,163/2014. On August 22, 2017, Decree 9,143/2017 was published, which, among other measures, changes Decree 5,163/2014, recognizing: i) the involuntary contractual exposures arising from the migration of special consumers to the free market, provided that the contractevaluation of the maximum effort by distributors is considered by ANEEL; and ii) the contractual right to the reduction of existing power auctions, by the amounts related to the migration of special consumers to the free market. Eligible contracts are those arising from power auctions held after June 2016, pursuant to Normative Resolution No. 726/2016.

On November 30, 2017, ANEEL initiated Public Hearing 70/2017, aiming at obtaining support for the distribution servicesregulation of mechanism for sale of contractual surplus, by free market distributors, pursuant to Law 13,360/2016, specifically to free consumers, sellers, generators and self-producers. The discussions will continue in 2018, but there is already an expectation that the mechanism can be extended on favorable terms. Extension or lack thereofused as an important tool for managing contracting by distributors.

Copel DIS underwent an overcontracting scenario in 2017, which required mitigation measures. All tools available were used to manage the contracting, seeking to meet the requirement to put forth its maximum effort to adjust its contracting level to regulatory limits. In this context, the distributor:

a) returned fully, in monthly MCSD, the amounts of energy not contracted by potential free consumers and distributors;

b) established agreements with generators for contract reduction, entering into bilateral agreements in accordance with Normative Resolution No. 711/2016;

c) reported its surpluses, in Free Changes and New Energy MCSD, related to exceeding amounts of energy of physical guarantee quotas and not contracted by special consumers. There were three New Energy MCSD processes during 2017, where the participation of Copel DIS in these mechanisms was essential to mitigate part of the contractual concessions will take place by meansenergy overcontracted during the period.

In accordance with current market data, Copel DIS projected to end 2017 with a contracting level of lawful105.8%. Nevertheless, if the involuntary overcontracting is not recognized, Copel DIS should receive a bonus arising from the sale of the amount that exceeds the regulatory conditions to be defined and likely to affectlimit higher than 105% of PLD, whose amounts, mainly in the rating, realizingsecond half of certain assets or settlement of certain liabilities. The chief items exposed to this event are as listed below:

i)          Sectorial financial assets: the portion stated as current may be realized in a term in excess of 12 months, should the concession not be renewed;

ii)         The concession’s financial assets: will depend on Aneel’s appraisal to confirm any sums subject to indemnity or likely to be attributed to a new concession period; and

iii)        Deferred income tax and social contribution: may be realized/settled over a term different from that provided by the Company.

F-103


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

   

 

 

 

Copel Geração e Transmissão

Interest %

Maturity

Generation concession 045/1999

  

HPP Rio dos Patos (a) (b) (f)

100

02.14.2014

HPP Gov. Pedro Viriato Parigot de Souza (GPS) (a) (b)

100

07.07.2015

HPP Mourão I (a) (b)

100

07.07.2015

TPP Figueira

100

03.26.2019

HPP Gov. Bento Munhoz da Rocha Netto (Foz do Areia)

100

05.23.2023

HPP São Jorge

100

12.03.2024

HPP Guaricana

100

08.16.2026

HPP Derivação do Rio Jordão (d)

100

11.15.2029

HPP Gov. Ney Aminthas de Barros Braga (Segredo)

100

11.15.2029

HPP Gov. José Richa (Salto Caxias)

100

05.04.2030

SHP Melissa (c)

100

-

SHP Pitangui (c)

100

-

SHP Salto do Vau (c)

100

-

   

Generation concession 001/2011

  

HPP Colíder (e)

100

01.16.2046

   

Generation Concession - Use of Public Property - 007/2013

  

HPP Chopim I (a) (b) (d)

100

07.07.2015

HPP Apucaraninha (d)

100

10.12.2025

HPP Chaminé (d)

100

08.16.2026

HPP Cavernoso (d)

100

01.07.2031

   

Use of Public Property Concession - 002/2012 - HPP Baixo Iguaçu (g)

30

08.19.2047

   

Authorizations

  

Resolution 278/1999 - UEE Palmas

100

09.28.2029

Resolution 351/1999 - TPP Araucária (20% - Copel)

60

12.22.2029

Ordinance 133/2011 - SHP Cavernoso II

100

02.27.2046

   

Generation Concession 001/2007

  

HPP Mauá

51

07.02.2042

 

  

In approval process by ANEEL

  

HPP Marumbi

100

-

 

 

 

(a) Plant not renewed pursuant to Executive Act 579/2012 - Concessionaire's prerogative.

(b) By the end of the concession the project will be offered for competitive bidding.

(c) At plants with capacity of less than 1 MW, only register with ANEEL.

(d) Power plants that underwent change in the exploration system from a Public Service regime to an IndependentProducer Regime.

(e) Building under construction.

(f) The Company will remain responsible for providing the power plant services until the concessionaire that haswon the bidding assumes the enterprise.

(g) As of 10/10/2014 the 1st amendment to the MME Concession Agreement no. 002/2012 was signed formalizing the transfer of 30% of the HPP Baixo Iguaçu Concession to Copel Geração e Transmissão.

F-104

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

   

 

 

 

Copel Geração e Transmissão

Interest %

Maturity

Transmission lines and substations concession agreements

  

Contract 060.01 - transmission facilities (a)

100

12.05.2042

Contract 075.01 - Transmission line Bateias - Jaguariaíva

100

08.16.2031

Contract 006.08 - Transmission line Bateias - Pilarzinho

100

03.16.2038

Contract 027.09 - Transmission line Foz do Iguaçu - Cascavel Oeste

100

11.18.2039

Contract 010.10 - Transmission Line Araraquara 2 - Taubaté (b)

100

10.05.2040

Contract 015.10 - Substation Cerquilho III (b)

100

10.05.2040

Contract 001.12 - Transmission line Cascavel Oeste - Umuarama (b)

51

01.11.2042

Contract 004.12 - Transmission line Nova Santa Rita - Camaquã 3 (b)

20

05.09.2042

Contract 007.12 - Transmission line Umuarama - Guaira (b)

49

05.09.2042

Contract 008.12 - Transmission line Curitiba - Curitiba Leste (b)

80

05.09.2042

Contract 011.12 - Transmission line Açailândia - Miranda II

49

05.09.2042

Contract 012.12 - Transmission line Paranaíta - Ribeirãozinho (b)

49

05.09.2042

Contract 013.12 - Transmission line Ribeirãozinho - Marimbondo II (b)

49

05.09.2042

Contract 022.12 - Transmission line - Foz do Chopim - Salto Osorio (b)

100

08.26.2042

Contract 002.13 - Transmission line - Assis - Paraguaçu Paulista II (b)

100

02.24.2043

Contract 007.13 - Transmission line - Barreiras II - Pirapora 2 (b)

24,5

05.01.2043

Contract 001.14 - Transmission line - Itatiba - Bateias (b)

50,1

05.13.2044

Contract 005.14 - Transmission line - Bateias - Curitiba Norte (b)

100

01.28.2044

Contract 019.14 - Transmission line - Estreito - Fernão Dias (b)

49

09.04.2044

Contract 021.14 - Transmission line - Foz do Chopim - Realeza (b)

100

09.04.2044

Contract 022.14 - Transmission line - Assis - Londrina (b)

100

09.04.2044

(a) Concession renewed pursuant to Executive Act 579.2012.

(b) Buildings under construction.

  

   

 

 

 

Copel

Interest %

Maturity

Concessions contracts . Authorization of the equity interest

  

Copel Distribuição - Contract 046.99 (a)

100

07.07.2015

Elejor - Contract 125.2001 - HPP Fundão e Santa Clara

70

10.24.2036

- Authorization contract - SHP Fundão I and SHP Santa Clara I - 753.2002 and 757.2002

70

12.18.2032

Dona Francisca Energética - Contract 188.1998 - HPP Dona Francisca

23

08.27.2033

Foz do Chopim - authorization contract - SHP Foz do Chopim - 114.2000

36

04.23.2030

UEG Araucária - authorization contract - TPP Araucária - 351.1999 (60% Copel GET)

20

12.22.2029

Compagás - concession gas distribution contract

51

07.06.2024

Nova Asa Branca I - MME Ordinance 267.2011 - WPP Asa Branca I (b)

100

04.24.2046

Nova Asa Branca II - MME Ordinance 333.2011 - WPP Asa Branca II (b)

100

05.30.2046

Nova Asa Branca III - MME Ordinance 334.2011 - WPP Asa Branca III (b)

100

05.30.2046

Nova Eurus IV - MME Ordinance 273.2011 -WPP Eurus IV (b)

100

04.26.2046

Santa Maria - MME Ordinance 274.2012 - WPP SM (b)

100

05.07.2047

Santa Helena - MME Ordinance 207.2012 - WPP Santa Helena (b)

100

04.08.2047

Ventos de Santo Uriel - MME Ordinance 201.2012 - WPPSanto Uriel (b)

100

04.08.2047

São Bento - MME Ordinance 276 .2011 - WPP Dreen Boa Vista

100

04.27.2046

- MME Ordinance 263 .2011 - WPP Farol

100

04.19.2046

- MME Ordinance 343 .2011 - WPP Dreen Olho D'Água

100

05.31.2046

- MME Ordinance 310 .2011 - WPP Dreen São Bento do Norte

100

05.18.2046

Voltalia - MME Ordinance 173 .2012 - WPP São João (b)

49

03.25.2047

- MME Ordinance 204 .2012 - WPP Carnaúbas (b)

49

04.08.2047

- MME Ordinance 230 .2012 - WPP Reduto (b)

49

04.15.2047

- MME Ordinance 233.2012 - WPP Santo Cristo (b)

49

04.17.2047

(a) Sent on May 31, 2012 requesting extension of concession and sent on October 11, 2012 ratification of therequesting extension of concession (Executive Act 579.2012).

(b) Buildings under construction.

F-105

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

2017, exceeded their average purchase price.

35.2.636.2.10 Gas shortage risk

This risk involves potential periods of shortage of natural gas supply to meet the Company’s gas distribution and thermal generation business requirements.

Long periods of gas shortage could result in losses due to lower revenues by subsidiaries Compagas and UEG Araucária.

F-148


35.3COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

The natural gas supply contract between Brazil and Bolivia is effective for twenty years, ending in 2019. In the event of non-renewal of this contract, currently centralized at Petrobras, the direct consumers or state distributors shall negotiate directly with Transportadora Brasileira Gasoduto Bolívia-Brasil (TBG).

On the other hand, the volume of natural gas produced in the pre-salt has increased. The Brazilian’s current net output is 67 million m³/day and with growing trend.

In addition to the gas from Bolivia and from the pre-salt, there is the alternative of importing the Liquified Natural Gas (LNG). Currently Petrobras has tree regasification stations with total capacity of 41 million m³/day.

There are still projects of new regasification stations in all Brazilian regions, and the stations located in the South have capacity to meet the consumption of this region of the country.

In the international market, the natural gas price has remained stable, indicating a balance between supply and demand.

In this scenario, the natural gas shortage risk can be considered low.

36.3  Capital management

The Company seeks to maintain a strong capital base to maintain the trust of investors, creditors and market and ensure the future development of the business. Management also strives to maintain a balance between the highest possible returns with more adequate levels of loans and the advantages and the assurance afforded by a healthy capital position. Thus, it maximizes the return for all interested parties in its operations, optimizing the balance of debts and equity.

For this, we have the example of utilization of third-party capital in the Company's activities and, at the same time, search for the extension of the debt profile and improvement of the Net Working Capital - CCL, in the operation carried out recently, described in Note 41.2.

The Company monitors capital structureby using an index represented by adjusted consolidated net debt divided by adjusted consolidated EBITDA (Earnings before interest, taxes, depreciation and amortization), for the last twelve months. Corporate goal established in strategic planning provides for maintenance of index below 3.5 while any expectation of failing to meet this target will prompt Management to take steps to correct its course by the end of each reporting period.

As of December 31, 2017, the index performed is composed of:shown below:

a)at net indebtedness, defined as total loans, financing and debentures, net of cash and cash equivalents and short term bonds and securities; and

b)own capital, defined as total equity.

 

 

 

Indebtedness

12.31.2014

12.31.2013

Loans and financing

3,468,950

3,323,784

Debentures

2,585,448

1,207,945

(-) Cash and cash equivalents

740,131

1,741,632

(-) Derivative financial instruments

459,115

389,222

Net debt

4,855,152

2,400,875

Equity

13,682,780

12,928,752

Equity indebtedness

0.35

0.19

   

 

F-106

F-149


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 
12.31.2017 
12.31.2016
Restated 
12.31.2015
Restated 
 
Loans and financing 3,759,505 4,046,293 4,077,060 
Debentures 6,070,978 4,790,809 3,683,928 
Ordinary financing of taxes with the federal tax authorities - - 193,739 
Endorsement and securities - 1,373,064 1,282,290 
(-) Cash and cash equivalents (1,040,075) (982,073) (1,480,727) 
(-) Bonds and securities (current) (1,341) (136,649) (294,514) 
Collaterals and escrow accounts - - 2,000 
(-) Bonds and securities - held for sale and held for trading (noncurrent) (112,604) (188,461) (43,138) 
(-) Collaterals and escrow accounts STN (75,665) (73,074) (86,137) 
Adjusted net debt 8,600,798 8,829,909 7,334,501 
Net income 1,118,255 874,472 1,161,565 
Equity in earnings of investees (101,739) - (87,590) 
Deferred IRPJ and CSLL (105,257) (69,632) (165,794) 
Provision for IRPJ and CSLL 379,943 589,322 698,023 
Financial expenses (income), net 748,440 594,656 427,702 
Depreciation and amortization 731,599 708,296 676,472 
Adjusted ebitda 2,771,241 2,697,114 2,710,378 
Adjusted net debt / Adjusted ebitda 3.10 3.27 2.71 

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

36.3.1The equity indebtedness is shown below:

Indebtedness12.31.2017 12.31.2016
Restated  
01.01.2016
Restated  
Loans and financing 3,759,505 4,046,293 4,077,060 
Debentures 6,070,978 4,790,809 3,683,928 
(-) Cash and cash equivalents 1,040,075 982,073 1,480,727 
(-) Bonds and securities (current) 1,341 136,649 294,514 
Net debt 8,789,067 7,718,380 5,985,747 
Equity 15,510,503 14,978,142 14,480,492 
Equity indebtedness 0.57 0.52 0.41 

3637     Related Party Transactions

36.1 Main related party transactions

       

 

 

Assets

 

Liabilities

 

Income (loss)

Related parties / Nature of operation

12.31.2014

12.31.2013

12.31.2014

12.31.2013

12.31.2014

12.31.2013

Controlling shareholder

 

 

 

 

 

 

State of Paraná

 

 

 

 

 

 

"Luz Fraterna" program (a)

139,817

78,987

-

-

-

-

Remuneration and employ social security charges assigned (b)

908

266

-

-

-

-

Telecommunication services (c)

39,489

21,746

-

-

27,779

25,837

.

 

 

 

 

 

 

Entities with significant influence

 

 

 

 

 

 

BNDES and BNDESPAR (d)

 

 

 

 

 

 

Financing (Note 22.5)

-

-

1,526,141

1,125,109

(79,304)

(15,647)

Debentures - Compagás (Note 23.d)

-

-

53,554

-

(746)

-

  

 

 

 

 

 

Petrobras (e)

 

 

 

 

 

 

Rental plant TTP Araucária (31.4.1 - a)

-

6,499

-

-

6,405

101,628

Supply and transport of gas (f)

327

374

-

-

11,842

23,912

Acquisition of gas for resale (f)

-

-

252,103

51,502

(1,469,689)

(295,494)

Credits in the gas operations - Compagás (g)

26,797

13,504

-

-

-

-

Dividends payable by Compagás

-

-

3,513

1,076

-

-

Remuneration and employ social security charges assigned (b)

-

-

653

284

(369)

(401)

.

 

 

 

 

 

 

Mitsui Gás e Energia do Brasil Ltda.(h)

 

 

 

 

 

 

Dividends payable by Compagás

-

-

4,720

2,283

-

-

Remuneration and employ social security

 

 

 

 

 

 

charges assigned - Compagás

-

-

682

313

(369)

(430)

.

 

 

 

 

 

 

Paineira Participações S.A. (i)

-

-

1,367

11,985

-

-

  

 

 

 

 

 

Joint ventures

 

 

 

 

 

 
  

 

 

 

 

 

Costa Oeste Transmissora de Energia (j)

 

 

-

-

 

 

Engineering services

-

190

-

-

-

2,113

Operating and maintenance services

48

-

-

-

247

-

Basic network and connection grid

-

-

40

-

(784)

-

  

 

 

 

 

 

Marumbi Transmissora de Energia (k)

-

184

-

-

1,654

2,042

  

 

 

 

 

 

Caiuá Transmissora de Energia (l)

 

 

 

 

 

 

Prestação de serviços

-

221

-

-

4,104

478

Basic network and connection grid

-

-

354

-

(3,976)

-

  

 

 

 

 

 

Integração Maranhense Transmissora de Energia (m)

 

 

 

 

 

 

Basic network grid

-

-

5

-

(14)

-

  

 

 

 

 

 

Transmissora Sul Brasileira de Energia (m)

 

 

 

 

 

 

Basic network grid

-

-

23

-

(533)

-

  

 

 

 

 

 

Associates

 

 

 

 

 

 

Dona Francisca Energética S.A. (n)

-

-

6,538

6,320

(81,342)

(71,950)

.

 

 

 

 

 

 

Foz do Chopim Energética Ltda.(o)

155

201

-

-

1,827

1,725

  

 

 

 

 

 

Sercomtel S.A. Telecomunicações (p)

-

192

-

-

735

2,287

.

 

 

 

 

 

 

Companhia de Saneamento do Paraná

 

 

 

 

 

 

Treated water, sewage collection and treatment

-

-

4

1

(1,269)

(1,263)

Use of water from Represa do Alagado

72

-

-

-

272

875

Telecommunications services

246

960

-

-

2,530

2,211

.

 

 

 

 

 

 

Key management staff

 

 

 

 

 

 

Fees and social security charges (Note 32.3)

-

-

-

-

(20,043)

(16,829)

Pension and healthcare plans (Note 24)

-

-

-

-

(1,393)

(1,089)

  

 

 

 

 

 

Other related parties

 

 

 

 

 

 
  

 

 

 

 

 

Fundação Copel

 

 

 

 

 

 

Administrative property rental

-

-

-

-

(11,119)

(12,270)

Pension and healthcare plans (Note 24)

-

-

898,618

967,232

-

-

.

 

 

 

 

 

 

Lactec (q)

28,693

27,229

1,168

587

(9,455)

(5,060)

 

 

 

 

 

 

 

       

 

Assets

Liabilities

Revenue

Cost / Expense

 Related parties / Nature of operation

12.31.2017

12.31.2016

12.31.2017

12.31.2016

12.31.2017

12.31.2016

12.31.2015

12.31.2017

12.31.2016

12.31.2015

Controlling shareholder

 

 

 

 

 

 

 

 

 

 

State of Paraná - dividends payable

 -

  -

  85,710

  83,786

  -

  -

  -

  -

  -

  -

CRC Transfer (Note 8)

1,516,362

1,522,735

  -

  -

  90,712

  188,918

  217,722

  -

  -

  -

"Luz Fraterna" Program (a)

  168,405

  167,674

  -

  -

  -

  -

  -

  -

  -

  -

2014 World Cup construction work (Note 15.1.2)

 14,266

  14,266

  -

  -

  -

  -

  -

  -

  -

  -

Morar Bem Paraná Program (Note 15.1.3)

261

  24,985

  -

  -

  1,165

  5,502

  19,482

  -

  -

  -

Remuneration and employ social security charges assigned (b)

56

302

  -

  -

  -

  -

  -

  -

  -

  -

Telecommunication services (c) 

  28,750

  48,794

  -

  -

  40,396

  29,763

  29,456

  -

  -

  -

Sistema Meteorológico do Paraná - Simepar (d)

  -

  -

  -

164

  -

  -

  -

  (1,752)

  (1,799)

  -

.

 

 

 

 

 

 

 

 

 

 

Entities with significant influence

 

 

 

 

 

 

 

 

 

 

BNDES and BNDESPAR - dividends payable (e)

  -

  -

  59,366

  57,218

  -

  -

  -

  -

  -

  -

Financing (Note 23)

  -

  -

1,576,660

1,692,775

  -

  -

  -

  (140,537)

  (149,794)

  (120,982)

Debentures - Compagás (Note 24)

  -

  -

  42,675

  61,786

  -

  -

  -

  (5,242)

  (2,883)

  (3,347)

Debentures - wind farms (f)

  -

  -

  281,448

  295,188

  -

  -

  -

  (30,540)

  (14,415)

  -

 

 

 

 

 

 

 

 

 

 

 

State of Paraná investee

 

 

 

 

 

 

 

 

 

 

Sanepar (c) (g)

24

32

  -

  -

  3,699

  3,319

  2,886

  (1,783)

  (1,455)

  (1,409)

Dividends

  12,095

  16,817

  -

  -

  -

  -

 

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Joint ventures

 

 

 

 

 

 

 

 

 

 

Voltalia São Miguel do Gostoso - mutual (Note 15.2)

  38,169

  28,968

  -

  -

  3,513

  3,509

  3,260

  -

  -

  -

Dividends

  1,032

  1,032

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Costa Oeste Transmissora de Energia (h) (i) (j) (n)

206

72

59

73

  1,034

848

726

  (2,136)

  (3,072)

  (3,815)

 

 

 

 

 

 

 

 

 

 

 

Marumbi Transmissora de Energia  (h) (j) (n)

500

285

37

55

  3,690

  4,085

  1,264

(756)

(900)

(346)

 

 

 

 

 

  -

 

 

  -

 

 

Caiuá Transmissora de Energia  (h) (i) (j)

320

308

271

356

  3,792

  2,066

914

  (13,700)

  (15,595)

  (14,481)

Dividends

  1,991

  1,991

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Integração Maranhense Transmissora (h) (j)

  -

  -

43

76

  -

  -

  -

  (1,468)

  (1,910)

  (1,878)

Dividends

  4,012

  4,012

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Matrinchã Transmissora de Energia (h) (j)

  -

  -

220

326

  -

  -

  -

  (6,636)

  (4,043)

(444)

Dividends

  36,840

  23,213

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Transmissora Sul Brasileira (h) (j)

  -

  -

72

149

  -

  -

  -

  (2,590)

  (3,593)

  (2,952)

 

 

 

 

 

 

 

 

 

 

 

Guaraciaba Transmissora de Energia (h) (j)

  -

  -

74

173

  -

  -

  -

  (3,202)

(966)

 

Dividends

  11,541

  5,512

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Paranaíba Transmissora de Energia (j)

  -

  -

159

  -

  -

  -

  -

  (3,642)

(283)

  -

Dividends

  7,093

  3,051

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Cantareira Transmissora de Energia  -dividends

  2,146

  1,224

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Mata de Santa Genebra Transmissão -dividends

  3,264

  -

  -

  -

  -

  -

  -

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dona Francisca Energética S.A. (k)

  -

  -

  1,436

  1,436

  -

  -

  -

  (17,031)

  (16,949)

  (30,556)

.

 

 

 

 

 

 

 

 

 

 

Foz do Chopim Energética Ltda. (c) (h)

163

161

  -

  -

  2,063

  2,178

  1,913

  -

  -

  -

 

 

 

 

 

 

 

 

 

 

 

Sercomtel S.A. Telecomunicações (c) (l)

  3,778

  3,430

  -

  -

  8,153

  8,210

  5,788

(4)

(6)

(6)

.

 

 

 

 

 

 

 

 

 

 

Key management staff

 

 

 

 

 

 

 

 

 

 

Fees and social security charges (Note 33.2)

 -

  -

  -

  -

  -

  -

  -

  (28,876)

  (26,021)

  (23,839)

Pension and healthcare plans (Note 25)

 -

  -

  -

  -

  -

  -

  -

  (1,690)

  (1,403)

  (2,380)

 

 

 

 

 

 

 

 

 

 

 

Other related parties

 

 

 

 

 

 

 

 

 

 

Fundação Copel  (c)

38

52

  -

  -

316

305

292

  -

  -

  -

Administrative property rental

  -

  -

349

340

  -

  -

  -

  (16,347)

  (13,519)

  (15,390)

Pension and healthcare plans (Note 25)

 -

  -

  866,103

  769,865

  -

  -

  -

  -

  -

  -

.

 

 

 

 

 

 

 

 

 

 

Lactec (m)

  -

  -

  1,762

  1,743

  -

  -

  -

  (15,912)

  (12,911)

  (14,752)

 

F-107

F-150


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

a)    The Luz Fraterna Program, created under Law no.No. 491/2013 and no. 17,639, dated December 31, No. 17,639/2013, allows the State Government to pay for the electricity bills of low income families in Paraná - which have duly applied for the program - provided their consumption does not exceed 120 kWh a month. This benefit is available to residential customers with single-phase connections, rural customers with single-phase connections or two-phase connections with circuit breakers of up to 50 amperes. Applicants must not have more than one electricity bill under their names and must not have any pending debts to Copel Distribuição.the Company.

In the balance at December 31, 2017, the amount of R$137,137 of the total is accounted for115,890, recognized in the related parties accountParent Company, was settled, as described in Note 15.1.1. Of the parent company's books of account, according to note 16.1.1.remaining balance, recognized in Copel DIS, R$43,384 was settled on March 23, 2018.

b)    Reimbursement of wages and social charges for employees transferred to the Paraná State Government. The balances shown are net of allowance for loan losses (PCLD) in the amount of R$1,195 on 12.31.20141,193 as of December 31, 2017 (R$1,614 on 12.31.2013)1,749 as of December 31, 2016).

c)    TelecommunicationsRevenue of Copel TEL from telecommunications services rendered in accordance with the agreement entered into by Copel Telecomunicações with the Stateand lease of Paraná.equipment and infrastructure.

d)The Meteorological System of Paraná - Simepar is a supplementary unit of the Independent Social Service Paraná Technology, linked to the State Department of Science, Technology and Higher Education. Simepar had contracts with Copel, effective until November 6, 2017, for services of weather forecast, meteorological reports, ampacity analysis, mapping and analyses of winds and atmospheric discharges.

e)    BNDES is the parent company of BNDES Participações SA (BNDESPAR) that holds 23.96% of the share capital of the Company (26.41% of the common shares and 21.27% of class B preferred shares).S.A. - BNDESPAR, will be proposed receipt of dividends for the 2014 fiscal year totaling R$148,402 (R$147,329 net of withheld income tax), of which a net value of R$89,705, in advance in November 2014. The remainder will be paid out following approval of the allocation of the income for the year at the Annual General Meeting (AGM)has significant influence over Copel (Note 31.1).

e)Petrobras holds 20% of the share capital of UEG Araucária and 24.5% of the share capital of Compagas.

f)     The supplyBNDES and transport of piped gasBNDESPAR acquired all the debentures issued by the subsidiaries Nova Asa Branca I, Nova Asa Branca II, Nova Asa Branca III, Nova Eurus IV and the purchase of gas for resale by Compagas.Ventos de Santo Uriel (Note 24).

g)    The credits are related to the gas purchase contract with Petrobras, refer to the gas purchase contract covering guaranteed volumes and transport capacity, higher than those actually consumed and used, which contains a future compensation clause. Compagas has the right to receive unused gas in subsequent months, and it may offset amounts under contract but not consumed over a period of up to 10 years. This balance is adjusted monthly, therefore adjusting the recoverable value. Considering Compagas's expansion plan and the expected increase in market consumption, Compagas Management understands that the volume of accumulated gas will be offset partiallyBasic sanitation provided by December 31, 2014. Therefore, according to contractual provisions, Compagas recognized an impairment loss on the ship or pay credit in the amount of R$23,729.Sanepar.

h)    Mitsui Gás e Energia do Brasil Ltda. holds 24.5%Charges for the use of Compagas’ share capital.the Transmission System and revenue from operating and maintenance contracts and rendering of engineering services with Copel GeT.

F-108

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

i)     Paineira Participações S.A. holds 30%Copel DIS has transmission system connection contracts (CCT) with two companies - Costa Oeste Transmissora de Energia and Caiuá Transmissora de Energia - expiring upon the termination of Elejor share capital. The balances refer to dividends payable by Elejor.the distribution or transmission concession, whichever occurs first.

j)     Engineering services agreement, which matures on October 30, 2015, and operation and maintenance service agreement, which matures on 12.26.2018, entered into between Costa Oeste Transmissora and Copel Geração e Transmissão.

Use agreement ofDIS maintains a Contract for the transmission system, permanent, and connection agreement to the transmission system, due to the termination of the concession of the distributor or transmitter, whichever comes first, carried out between Costa Oeste Transmissora and Copel Distribuição.

k)Engineering services agreement entered into between Marumbi Transmissora de Energia and Copel Geração e Transmissão, which matures on September 30, 2015.

l)Specific environmental management services agreement, which matures on March 14, 2015, and operation and maintenance services agreement, which matures on July 29, 2016, entered into between Caiuá Transmissora de Energia and Copel Geração e Transmissão.

Use of Agreement of the transmission system, permanent, for hiring the Amount of Use of Transmission System - Must,(Cust) with amounts setONS and power transmission concessionaires whose object is the contracting of Transmission System Use Amount (Must). Contracting is permanent and is regulated by ANEEL Normative Resolution No. 666/2015. Amounts are defined for thefour subsequent four years, with annual reviews,reviews.

F-151


COMPANHIA PARANAENSE DE ENERGIA – COPEL and connection agreementSubsidiaries

Notes to the transmission system, due byConsolidated Financial Statements, continued

For the endyears ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of concession of distribution or transmission company, whichever occurs first, conducted between Caiuá Transmissora and Copel Distribuição.Brazilian reais, unless otherwise stated

m)Use of agreement of the transmission system, permanent, for hiring the Must, with amounts set for the subsequent four years, with annual reviews, conducted with Copel Distribuição.      

n)k)    Power purchase and sale agreement signed by Dona Francisca Energética and Copel Geração e Transmissão,GeT, expiring on March 31, 2015.2025.

o)Agreements entered into between Foz do Chopim Energética Ltda. and Copel Geração e Transmissão, one for rendering operation and maintenance services, which matures on May 24, 2015, and the other for establishing a connection with the transmission system, which matures on July 7, 2015.

p)l)     Light pole sharing agreement, signed between Sercomtel S.AS.A. Telecomunicações and Copel Distribuição,DIS, expiring on December 28, 2018.

q)m)   The Institute of Technology for Development (Lactec) is a Public Interest Civil Society Organization (OSCIP), in which Copel is an associated. Lactec has service and R&D contracts with Copel Geração e TransmissãoGeT and Copel Distribuição,DIS, which are subject to prior or later control and approval by Aneel.

ANEEL. The asset balances refer to Energy Efficiency and R&D programs, recorded under current assets, in service in progress, until the respective projects are concluded, pursuant to Aneel.ANEEL.

F-109

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

To the State of Paraná will be proposed receipt of dividends for the 2014 fiscal year totaling R$184,733, of which R$113,010 was advanced in November 2014. The remainder will be paid out following approval of the allocation of income of the year at the Annual General Meeting (AGM).

Other transactions between the Controlling Companyn)Personnel cost-sharing agreement entered into with Copel and its related parties are summarized in Note 8 - CRC transferred to the Government of the State of Paraná, Note 16 - Related Party and Note 17 - Investments.subsidiaries.

The values ​​resulting from operating activities of Copel DistributionDIS with related parties are billed at the rates approved by ANEEL.

36.237.1  Guarantees and endorsements awarded to related parties

36.2.1GrantedSureties and guarantees granted by Copel to jointly controlled entitiesits subsidiaries for financing and debentures are informed in Notes 23 and 24.

The Parent CompanyCopel provided financial guarantees, in the form of corporate bond, for power purchase agreements made by Copel GeT, in the total amount of R$3,645 and São Bentomade by Copel Energia, in the amount of R$49,584.

Sureties and guarantees granted the following guaranteesby Copel and endorsements:Copel GeT for financing, debentures and insurance contracts of joint ventures are shown below:

         

 

 

 

 

 

 

 

 

Amount

 

 

 

Date

Final

Amount

Balance

Interest

endorsement/

 

Company

Operation

issued

maturity

approved

12.31.2017

%

security

(1)

Caiuá Transmissora

Financing

12.23.2013

02.15.2029

  84,600

  71,508

  49.0

  35,039

(2)

Guaraciaba Transmissora

Financing

09.28.2016

01.15.2031

  440,000

  421,433

  49.0

  206,502

(3)

Integração Maranhense

Financing

12.30.2013

02.15.2029

  142,150

  116,995

  49.0

  57,328

(4)

Mata de Santa Genebra

Financing

11.30.2017

07.15.2033

1,018,500

  703,897

  50.1

  352,652

(5)

Matrinchã Transmissora

Financing

12.27.2013

05.15.2029

  691,440

  567,796

  49.0

  278,220

(6)

Matrinchã Transmissora

Debentures

05.15.2016

06.15.2029

  180,000

  193,088

  49.0

  94,613

(7)

Paranaíba Transmissora

Financing

10.21.2015

10.15.2030

  606,241

  582,452

  24.5

  142,701

(8)

Paranaíba Transmissora

Debentures

01.15.2017

03.15.2028

  120,000

  109,644

  24.5

  26,863

(9)

Voltalia São Miguel do Gostoso Part. S.A. (a)

Debentures

01.15.2016

12.15.2028

  57,000

 53,328

  49.0

  26,131

(10)

Usina de Energia Eólica Carnaúba S.A. (a)

Financing

08.24.2015

11.15.2031

  74,000

  53,975

  49.0

  26,448

(11)

Usina de Energia Eólica Reduto S.A. (a)

Financing

08.24.2015

11.15.2031

  70,000

  53,969

  49.0

  26,445

(12)

Usina de Energia Eólica Santo Cristo S.A. (a)

Financing

08.24.2015

11.15.2031

  74,000

  50,605

  49.0

  24,796

(13)

Usina de Energia Eólica São João S.A. (a)

Financing

08.24.2015

11.15.2031

  68,000

  51,425

  49.0

  25,198

(14)

Cantareira Transmissora de Energia

Financing

12.28.2016

09.15.2032

  426,834

  439,192

  49.0

  215,204

 

 

 

 

 

 

 

 

1,538,140

(a) Subsidiaries of Voltália São Miguel do Gostoso I Participações S.A.

Financial institution (fund provider):

BNDES: (1) (2) (3) (4) (5) (7) (10) (11) (12) (13) (14)

         

Allocation:

Investment Program and/or Working capital.

         

Endorsement/Security:

Provided by Copel Geração e Transmissão: (1) (3);

Provided by Copel: (2) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14)

         

Securities offered for the transaction:

Pledge of shares of Copel Geração e Transmissão proportional to the interest in projects.

     

 

Performance bond Final Amount % endorsement Amount 
Company maturity Insured Copel GeT endorsement 
Matrinchã Transmissora 03.31.2019 90,000 49.0 44,100 
Guaraciaba Transmissora 04.30.2019 47,000 49.0 23,030 
Paranaíba Transmissora 07.26.2018 48,000 24.5 11,760 
Mata de Santa Genebra 05.26.2018 78,300 50.1 39,228 
Cantareira Transmissora 11.30.2018 31,200 49.0 15,288 
    133,406 

F-152


a)COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

38    guaranteeCommitments

Commitments related to long-term contracts not yet incurred, and therefore not recognized in the issuance of debentures and of loans and financing of subsidiaries, according to notes 22.5 and 23; and

b)endorsementsgranted by Copel for its equity interest of 23.03% to its associated company Dona Francisca Energética S.A., in 2002, in financing secured from the BNDES and Bradesco, for settlement by 2015. As of December 31, 2014 the restated outstanding balances amounted to R$3,271 with BNDES and R$1,800 with Bradesco.financial statements, are as follows:

F-11012.31.2017

Energy purchase and transportation contracts

                       118,588,046

Additions to property, plant and equipment

Construction of transmission lines and substations

                              292,601

Construction of HPP Colíder power plant

                                42,653

Construction of HPP Baixo Iguaçu

                              193,156

Construction of Cutia wind farm

                              701,191

Telecommunications works

                              131,557

Additions to intangible assets

                              161,337

Gas purchase contracts

                                54,670


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

36.2.2Granted to joint ventures

       

Ventures

 

Date

Final

Amount

Total

Balances

Joint ventures

Operation

issued

maturity

approved

issued

12.31.2014

Caiuá Transmissora (a)

Financing

12.23.2013

02.15.2029

84,600

79,600

88,741

Costa Oeste (b)

Financing

12.30.2013

11.15.2028

36,720

31,000

35,396

Guaraciaba Transmissora (c)

Debentures

06.20.2013

12.20.2014

400,000

400,000

401,144

Integração Maranhense (d)

Financing

12.30.2013

02.15.2029

142,150

131,400

146,981

Mata de Santa Genebra (e)

Debentures

09.10.2014

03.12.2016

469,000

48,000

49,557

Matrinchã Transmissora (f)

Financing

12.27.2013

12.20.2014

691,440

541,965

553,271

Transmissora Sul Brasileira (g)

Financing

12.12.2013

07.15.2028

266,572

260,145

261,718

Transmissora Sul Brasileira (h)

Debentures

09.15.2014

09.15.2028

77,550

77,550

80,222

Paranaíba (i)

Debentures

11.24.2014

11.24.2015

350,000

350,000

354,527

Transmissora Marumbi (j)

Financing

10.06.2014

07.15.2029

55,037

20,314

34,723

Financial institution (fund provider):

     

BNDES: (a) (b) (d) (f) (g) (j)

      
       

Allocation:

      

Investment Program and/or Working capital.

     
       

Endorsement/Security:

      

Provided by Copel Geração e Transmissão, limited to 49% of the operation: (a) (d)

  

Provided by Copel, limited to 51% of the operation: (b)

    

Provided by Copel, limited to 49% of the operation: (c) (f)

    

Provided by Copel, limited to 50.1% of the operation: (e)

    

Provided by Copel, limited to 20% of the operation: (g) (h)

    

Provided by Copel, limited to 24.5% of the operation: (i)

    

Provided by Copel, limited to 80% of the operation (j)

    
       

Securities offered for the transaction:

     

Lien on shares given by Copel Geração e Transmissão, corresponding to 49%: (a) (d) (f)

  

Lien on shares given by Copel Geração e Transmissão, corresponding to 51%: (b)

  

Lien on shares given by Copel Geração e Transmissão, corresponding to 20%: (g) (h)

  

Lien on shares given by Copel Geração e Transmissão, corresponding to 80%: (j)

  
F-111

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

3739     Insurance

Details by risk type and effectiveness date of the main policies can be seen below.

   

 

Final

 

Policy

maturity

Insured

Nominated Risks

08.24.2015

1,929,357

Fire - Company-owned and rented facilities

08.24.2015

519,501

Civil liability - Compagás

10.30.2015

3,600

Domestic and international transport - export and import

08.24.2015

dependent on each event

Multi-risk - Compagás

12.18.2015

14,750

Multi-risk - Compagás

04.26.2015

470

Multi-risk - Elejor

04.11.2015

395,099

Vehicles - Compagás

09.16.2015

market value

Miscellaneous risks

08.24.2015

970

Nominated risks - Elejor

06.06.2015

500

Operational risks - UEG Araucária (a)

05.31.2015

958,109

Court bond - Compagás

02.03.2015

56,938

Performance bond - Aneel

07.30.2015

44,319

Performance bond - Aneel

12.27.2015

1,850

Operational risks - HPP Mauá - Consórcio Energético Cruzeiro do Sul

11.23.2015

342,139

Liability for directors and administrators - D&O (a)

06.30.2015

66,405

Performance bond - wind farm

06.30.2015

22,200

Performance bond - wind farm

03.31.2015

11,100

Performance bond - wind farm

06.30.2015

3,047

Payment Guarantee - wind farm

03.31.2015

6,000

Performance bond - Brazil's National Oil Agency - ANP

11.11.2018

59,440

Performance bond - Aneel

11.30.2017

2,450

Performance bond - Aneel

06.02.2018

6,750

Participation guarantee - Brazil's National Oil Agency - ANP

03.01.2015

862

Performance bond - Brazil's National Oil Agency - ANP

07.05.2015

12,500

Performance bond - CREA - Paraná

12.31.2016

24

Participation guarantee - Aneel

02.04.2015

646

Participation Guarantee - Electric Power Trade Chamber - CCEE

06.27.2015

44,863

Participation Guarantee - Electric Power Trade Chamber - CCEE

05.23.2015

14,013

Participation guarantee - Aneel

05.17.2015

7,404

Financial guarantee - Cosern

11.01.2015

21

Performance bond - Extremoz

01.31.2015

5,000

Performance bond - Aneel

04.30.2015

22,143

Civil liability - Vestas

02.01.2015

17,000

Engineering risks - Vestas

02.01.2017

338,348

Operational risks - São Bento

07.01.2015

390,935

Civil liability - São Bento

07.05.2015

20,000

(a) The values of the insured of operating risks - UEG Araucária and civil liability insurance fordirectors and officers have been translated from USD into BRL, with the current rate R$2.6562, as of 12.31.2014.

 

   

 

End

Insured

Policy

of term

amount

Nominated Risks

08.24.2018

      2,172,442

Operational risks - HPP Governador Jayme Canet Junior

11.23.2018

         799,290

Operational risks - UEG Araucária (a)

05.31.2018

         725,286

Operational risks - Brisa Potiguar

06.27.2018

         720,713

Fire - Company - owned and rented facilities

08.24.2018

         597,716

Operational risks - São Bento

06.27.2018

         449,928

Legal guarantee - Office of the General Counsel to the National Treasury

05.11.2018

         291,396

Multi-risk - Elejor

03.11.2019

         197,800

D&O Insurance (a)

03.28.2019

           82,700

Aviation insurance (hull and civil liability) (a)

01.30.2019

           80,197

(a)  The values of the insured of operating risks - UEG Araucária and Seguro Aeronáutico have been translated from USD into BRL,

with the current rate R$3.3080, as of 12.31.2017.

  
F-112

F-153


 

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

In addition to the related insurance, the Company contract other insurance policies with lower values, such as: general civil liability, payment guarantee, several risks, national and international transportation and life insurance.

The guarantee insurance contracted by the subsidiaries, joint ventures and associates have Copel and/or Copel GeT as guarantor, within the limits of their participation in each project.

3840Additional Information to the Statement of Cash Flows

40.1 Non-cash transactions

The balance of other temporary investments increased significantly in its movement due to the transfer from investments - jointly-controlled enterprises. Such increase arose from the accounting reclassification of Sanepar’s common shares, owned by Copel Energia, assessed at R$73,361, in accordance with NE 18.4.

As presented in Note 19.2, the additions to property, plant and equipment reached R$1,318,336. Of this amount, R$123,268(R$35,474 in 2016 and R$19,961 in 2015), represent the portion of installment purchases not settled through the end of the year. Such amount also comprises R$14,122 related to capital increases paid up through projects, in special purpose entities controlled by Cutia Empreendimentos Eólicos S.A.

 In turn, as mentioned in Notes 20.1, 20.3 and 20.4, the additions to intangible assets totaled R$778,386. Of this amount, R$30,312(R$58,165 in 2016 and R$48,611 in 2015), is equivalent to the installment of term purchases and has not yet been paid until the end of the year.

The mentioned transactions did not involve cash and, for this reason, are not being presented in the statement of cash flows.

41     Subsequent EventEvents

Extraordinary Tariff Review41.1 Cantareira Transmissora de Energia S.A.

On February 3, 2018 transmission line Estreito - Fernão Dias (500 kV) became operational one month in advance of the expected go-live. This project is owned by SPE Cantareira (49% Copel GeT).

The line, initially expected to become operational in March 2018, is 342 kilometers long and runs through the states of São Paulo and Minas Gerais, and more than 29 cities. The project will allow a further exchange of power, contributing to the operating security and reliability of the national electric system.

F-154


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

41.2 Debentures

On January 19, 2018 Copel completed the 7th issue of simple non-convertible unsecured debentures in a single series, for 2015public distribution, pursuant to CVM Ruling 476/2009, in the total amount of R$600,000. The Company issued 600,000 debentures, with a par value of R$1 each, maturing within three years from the date of issue and amortization, in two annual installments - on January 15, 2020 and on January 15, 2021. The debentures will earn interest of accumulated variation of 119.0%, of daily average rates of Interbank Deposits - DI. Funds raised will be used to strengthen the issuer’s capital structure.

41.3 Surety provided to related parties

Copel provided surety for issue of debentures of jointly-controlled project Cantareira Transmissora de Energia on January 9, 2018. The Company issued 100,000 non-convertible debentures at a par value of R$1, in the total amount of R$100,000, with final maturity on August 15, 2032, amortization and interest in 28 bi-annual installments beginning February 15, 2019. Debentures will earn bi-annual interest corresponding to the change in IPCA, plus surtax of 6.9094% p.a. Funds raised will be used to implement the project.

41.4 UEG Araucária - Execution of gas agreement

On January 31, 2018 a fuel supply agreement was entered into by and between Petróleo Brasileiro S.A. - Petrobras and UEG Araucária Ltda. The agreement will be effective until December 31, 2018 and provides for supply of up to 2,190,000 cubic meters of natural gas a day, with no take-or-pay requirement.Therefore, UTE Araucária is again available to the National Interlinked System - SIN and can be delivered at ONS discretion. Gas will be distributed by Compagás.

41.5 Revision of physical guarantee

The Extraordinary Tariff Review is a resultConcession Grantor revised the Physical Guarantee of a numberthe following power plants through MME Ordinance 178 of events that significantly affected costsMay 3, 2017 with effects from January 1, 2018:

       

 

 

 

 

Installed

Physical guarantee

Physical guarantee

 

Installed

Physical

 

power

(proportional

(proportional

 

power

guarantee

 

(proportional

average MW)

average MW)

Projects

(MW)

(average MW)

Ownership

average MW)

up to 12.31.2017

as from 2018

HPP Gov. José Richa (Salto Caxias)

1240.0

605.6

100%

1240.0

605.0

605.6

HPP Gov. Ney Aminthas de Barros Braga (Segredo)

1260.0

578.5

100%

1260.0

603.0

578.5

HPP Gov. Bento Munhoz da Rocha Netto (Foz do Areia)

1676.0

603.0

100%

1676.0

576.0

603.3

HPP Dona Francisca

125.0

76.0

23%

28.8

18.0

17.5

HPP Santa Clara e HPP Fundão

240.3

133.0

70%

168.2

94.8

93.1

 

 

 

 

 

Net efect

                             1.2

       

F-155


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

41.6 Recognition of tax credit

On February 14, 2018 the Brazilian Federal Revenue Office recognized tax credit for the restated amount of R$80,226 in favor of the Company regarding the discussion of tax levy on Pasep from July 1988 to July 1995, in connection with the effects of Federal Senate Resolution 49, of October 9, 1995, which suspended the effects of Decree-Laws 2,445/1988 and 2,449/1988, deemed to be unconstitutional by electricity concessionairesthe Federal Supreme Court.

41.7     Promissory Notes

On May 11, 2018, Copel GeT carried out the fourth issuance of Promissory Notes, for public distribution according to CVM Instruction No. 566/2015, Law No. 6,385/1976, CVM Instruction No. 476/2009 and that were notother legal and regulatory applicable resolutions. Were issued 100 Promissory Notes, with par value of R$6,000, in the total amount of R$600,000. and maturity at 11.11.2018. The Promissory Notes will earn interest corresponding to the accumulated variation of 114.5% of the daily average rates of the Interbank Deposits - DI. A Copel corporate guarantee was provided for this transaction. The amounts raised will be used in refinancing the 2014 tariff readjustment, in particular: (i) an increase in the CDE quota; (ii) an increase in costs with electricity acquisitions owing to a tariff readjustment by Itaipu (46.14%)debts and changes in the US dollar rate; and (iii) the high prices practiced in the 14th Existing Energy Auction (A-1 2014) and the 18th Adjustment, held on January 15, 2015.

Aneel approved the Extraordinary Tariff Review byreinforcement of working capital of Copel Distribuição with an average 36.79% tariff readjustment effective as of March 2, 2015. Of this total 22.14% are related to the CDE quota and 14.65% to the repositioning of costs with acquisition of electric power, which were not provided for in the 2014 tariff readjustment.GeT.

3942     Condensed Unconsolidated Financial Informationunconsolidated financial information of Companhia Paranaense de Energia - Copel

Since the condensed unconsolidated financial information required by Rule 12-04 of Regulation S-X is not required under IFRS issued by the International Accounting Standards Board - IASB, such information was not included in the original financial statements filed with the Brazilian Securities and Exchange Commission of BrazilCommissions – CVM in March, 20, 2015.April 12, 2017. In order to attend the specific requirements of the Securities and Exchange Commission (the “SEC”), Management has incorporated the condensed unconsolidated information in these financial statements as part of the Form 20-F. The condensed unconsolidated financial information of Companhia Paranaense de Energia - Copel, as of December 31, 20142017 and 20132016 and for each of the two years in the period ending on December 31, 2014,2017, presented herein were prepared considering the same accounting policies as described in Note 23 and 34 to Company’s consolidated financial statements.

F-113


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

(a) Condensed statements of financial position as of December 31, 2017 and 2016

 

 

 

 

ASSETS

12.31.2017

12.31.2016
Restated

12.31.2015

Restated

Current assets

 

 

 

Cash and cash equivalents

                   56,833

                   46,096

                   25,653

Bonds and securities

                          90

                        149

                        168

Collaterals and escrow accounts

                        129

                        128

                        132

Dividends receivables

                 459,464

                 485,263

                 488,187

CRC transferred to the State Government of Paraná

                 167,109

                           -  

                 111,663

Other current receivables

                     8,287

                     8,736

                   13,018

Income tax and social contribution

                   14,055

                   41,899

                 154,077

Other current recoverable taxes

                        276

                        197

                           -  

Related parties

                 292,051

                 116,020

                        447

 

                 998,294

                 698,488

                 793,345

Noncurrent assets

 

 

 

Other temporary investments

                   18,727

                 408,297

                           -  

CRC transferred to the State Government of Paraná

              1,349,253

              1,522,735

              1,271,579

Judicial deposits

                 119,167

                 153,932

                 267,411

Income Tax and Social Contribution

                 158,808

                 153,216

                   79,144

Deferred income tax and social contribution

                 102,236

                   47,462

                 100,919

Other noncurrent recoverable taxes

                          15

                          15

                          15

Related parties

                 219,426

                 220,661

                 297,237

 

   ��          1,967,632

              2,506,318

              2,016,305

  

 

 

Investments

            14,987,607

            13,965,892

            14,057,384

Property, Plant and Equipment, net

                        830

                        630

                        455

Intangible Assets

                     1,603

                     3,168

                     3,046

 

            16,957,672

            16,476,008

            16,077,190

  

 

 

TOTAL ASSETS

            17,955,966

            17,174,496

            16,870,535

 

 

 

 

 

LIABILITIES

12.31.2017

12.31.2016

Restated

12.31.2015

Restated

Current liabilities

 

 

 

Payroll, social charges and accruals

                     6,977

                     5,573

                   15,436

Related parties

                     3,936

                           -  

                           -  

Suppliers

                     2,096

                     2,225

                     2,602

Income tax and social contribution payable

                     2,467

                           -  

                           -  

Other taxes due

                        476

                        412

                   32,617

Loans and financing

                 322,092

                 453,288

                   61,788

Debentures

                 339,341

                 351,148

                   19,497

Dividends payable

                 267,988

                 256,426

                 310,020

Post-employment benefits 

                          57

                        188

                          21

Other accounts payable

                        249

                        579

                        232

Provisions for legal claims

                 112,000

                           -  

                           -  

 

              1,057,679

              1,069,839

                 442,213

Noncurrent liabilities

 

 

 

Other taxes due

                     2,365

                     2,075

                     1,466

Loans and financing

                 664,020

                 562,072

                 969,412

Debentures

                 876,140

                 665,951

                 996,590

Post-employment benefits

                     3,995

                     3,517

                     7,795

Other accounts payable

                        830

                           -  

                           -  

Provisions for legal claims

                 143,095

                 152,944

                 290,520

 

              1,690,445

              1,386,559

              2,265,783

Equity

 

 

 

Attributable to controlling shareholder's

   

  

Share capital

              7,910,000

              7,910,000

              6,910,000

Equity valuation adjustments

                 895,601

                 998,466

              1,177,372

Legal reserves

                 844,398

                 792,716

                 744,784

Retained earnings

              5,557,843

              5,016,916

              5,330,383

 

            15,207,842

            14,718,098

            14,162,539

  

 

 

Total liabilities and equity

            17,955,966

            17,174,496

            16,870,535

F-156


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

 

 

 

ASSETS

 

 

 

12.31.2014

12.31.2013

Current assets

 

 

Cash and cash equivalents

34,862

10,410

Bonds and securities

152

186

Dividends receivables

383,866

381,371

CRC transferred to the State Government of Paraná

94,579

85,448

Other current receivables

12,695

3,869

Income tax and social contribution

78,912

42,494

Prepaid expenses

34

-

Related parties

1,925

-

 

607,025

523,778

Noncurrent assets

 

 

CRC transferred to the State Government of Paraná

1,249,529

1,295,106

Judicial deposits

273,936

272,115

Income Tax and Social Contribution

114,195

169,717

Deferred tax assets

98,226

91,205

Receivables from related parties

208,334

64,815

Other noncurrent receivables

303

-

 

1,944,523

1,892,958

 

 

 

Investments

13,079,795

12,055,619

Property, Plant and Equipment, net

323

29

Intangible Assets

3,062

-

 

13,083,180

12,055,648

 

 

 

Total assets

15,634,728

14,472,384

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

F-114


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

   

LIABILITIES

 

 

 

12.31.2014

12.31.2013

Current liabilities

 

 

Payroll, social charges and accruals

12,793

4,946

Payable to subsidiary

-

468,317

Suppliers

2,087

3,211

Income tax and social contribution

2,442

-

Other taxes payable

5,597

25,481

Loans and financing

349,753

562,801

Debentures

15,447

-

Dividends payable

3,824

3,047

Other accounts payable

2,060

16,434

 

394,003

1,084,237

Noncurrent liabilities

 

 

Other taxes due

820

40

Loans and financing

608,663

456,752

Debentures

995,038

-

Post-employment benefits

8,196

2,169

Provision for contingencies

297,319

277,847

 

1,910,036

736,808

 

 

 

Equity

13,330,689

12,651,339

Share capital

6,910,000

6,910,000

Equity valuation adjustments

976,964

983,159

Legal reserves

685,147

624,849

Retained earnings

4,516,825

3,897,833

Additional proposed dividends

241,753

235,498

 

 

 

Total liabilities and equity

15,634,728

14,472,384

F-115

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

(b) Condensed statementstatements of Operationsoperations for the years ended December 31, 2017, 2016 and 2015

 

 

 

 

 

12.31.2017

12.31.2016

12.31.2015

 

 

Restated

Restated

Other operating revenues (expenses)

 

 

 

General and administrative expenses

                (59,601)

              (107,761)

              (123,717)

Other operating income

                (68,788)

                231,651

                  (3,586)

Equity in earnings of investees

             1,291,434

                839,853

             1,302,435

 

             1,163,045

                963,743

             1,175,132

  

 

 

PROFIT BEFORE FINANCIAL RESULTS AND TAXES

             1,163,045

                963,743

             1,175,132

  

 

 

Financial income (expenses)

 

 

 

Financial income

                181,312

                321,056

                245,347

Financial expenses

              (327,855)

              (334,113)

              (314,101)

 

              (146,543)

                (13,057)

                (68,754)

  

 

 

Operating profit

             1,016,502

                950,686

             1,106,378

  

 

 

Income tax and social contribution

 

 

 

Income tax and social contribution

                (36,803)

                  (4,882)

                     (217)

Deferred income tax and social contribution

                  53,927

                (50,032)

                    3,388

 

                  17,124

                (54,914)

                    3,171

  

 

 

Net income for the period

             1,033,626

                895,772

             1,109,549

  

 

 

Basic and diluted net earning per share attributed do parent company shareholders - in reais

 

 

 

Common shares

                  3.6075

                  3.1265

                  3.8726

Class A preferred shares

                  3.9683

                  3.4390

                  4.2599

Class B preferred shares

                  3.9683

                  3.4390

                  4.2597

F-157


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

 

 

 

 

CONTINUING OPERATIONS

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

  

 

 

Gross profit

-

-

-

 

 

 

 

Other operating revenues (expenses)

 

 

 

General and administrative expenses

(119,639)

(47,772)

(23,235)

Other revenues (expenses), net

(20,569)

28,333

(13,927)

Result of equity in investees

1,410,276

1,116,830

732,313

 

1,270,068

1,097,391

695,151

 

 

 

 

Operating income before financial results

1,270,068

1,097,391

695,151

 

 

 

 

Financial income (expenses)

 

 

 

Financial revenues

202,208

114,524

110,317

Financial expenses

(233,762)

(112,524)

(109,266)

 

(31,554)

2,000

1,051

 

 

 

 

Operating income

1,238,514

1,099,391

696,202

 

 

 

 

Income tax and social contribution

 

 

 

Income tax and social contribution

(38,258)

-

(4,467)

Deferred income tax and social contribution

5,694

(26,831)

8,953

 

(32,564)

(26,831)

4,486

 

 

 

 

Net income for the period

1,205,950

1,072,560

700,688

 

 

 

 

Basic and diluted net earnings per share attributed do parent company shareholders - in reais

 

 

 

Class"A" preferred shares

4.6295

4.4900

4.1742

Class "B" preferred shares

4.6299

4.1174

2.6879

Common shares

4.2090

3.7428

2.4435

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

(c) Condensed statementsstatement of comprehensive income for the years ended December 31, 2017, 2016 and 2015

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

 

 

 

 

NET INCOME FOR THE YEAR

1,205,950

1,072,560

700,688

Other comprehensive income

 

 

 

Items that will never be reclassified to profit or loss

 

 

 

Gain (losses) on actuarial liabilities

 

 

 

Post-employment benefits

(3,712)

(2,169)

-

Post-employment benefits - equity

94,425

(122,886)

(144,573)

Taxes on other comprehensive income

1,262

738

-

Items that are or may be reclassified to profit or loss

 

 

 

Adjustments related to financial assets classified as available for sale

 

 

 

financial investments

707

(4,573)

1,493

accounts receivable related to the concession

-

-

(8,657)

investments

(190)

(306)

406

Other adjustments - subsidiary

(1,282)

-

1,462

Taxes on other comprehensive income

65

104

(139)

Total other comprehensive income, net of taxes

91,275

(129,092)

(150,008)

 

 

 

 

COMPREHENSIVE INCOME FOR THE YEAR

1,297,225

943,468

550,680

F-116

COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

  12.31.2017 12.31.2016
Restated 
12.31.2015
Restated 
NET INCOME 1,033,626 895,772 1,109,549 
Other comprehensive income    
Items that will never be reclassified to profit or loss    
Gain (losses) on actuarial liabilities    
Post-employment benefits 18 6,460 2,050 
Post-employment benefits - equity (29,567) (63,913) 289,082 
Taxes on other comprehensive income (7) (2,196) (696) 
Items that may be reclassified to profit or loss    
Adjustments related to financial assets classified as available for sale 11,661 3,612 412 
Adjustments related to financial assets classified as available for sale - equity 9,554 - - 
Taxes on other comprehensive income (3,965) (1,229) 1 
Realization - gain on financial assets, net of taxes (9,355) - - 
Realization - gain on financial assets - equity (9,554) - - 
Total comprehensive income, net of taxes (31,215) (57,266) 290,849 
TOTAL COMPREHENSIVE INCOME 1,002,411 838,506 1,400,398 

 

(d) Condensed statements of cash flows for the years ended December 31, 2017, 2016 and 2015

 

 

 

 

 

12.31.2014

12.31.2013

12.31.2012

12.31.2017

12.31.2016

12.31.2015

 

 

 

 

 

Net cash generated from operating activities

1,031,444

954,960

116,845

         440,406

          1,905,189

          1,455,819

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

Bonds and securities

34

(10)

(11)

Loans to related parties

-

-

(808,972)

Reimbursement of loans to related parties

-

213,847

920,836

Redemption of investment in Ceolpar

-

-

910

Additions to investments

(827,437)

(600,170)

(9,273)

Financial investments

                  24

                      23

                  (148)

Loans and financing granted to related parties

       (251,856)

             (87,272)

             (36,800)

Receipt of loans and financing granted to related parties

         124,122

                 5,112

               15,359

Disposal of investments

         397,572

                      -  

                      -  

Additions in investments

       (574,347)

        (1,489,563)

        (1,235,576)

Capital reduction of investees.

         170,000

                      -  

                      -  

Additions to property, plant and equipment

(294)

(29)

-

              (282)

                  (224)

                  (134)

Additions to intangible

(14,887)

-

-

              (499)

                  (122)

                  (292)

 

 

 

 

 

 

Net cash generated from (used in) investing activities

(842,584)

(386,362)

103,490

       (135,266)

        (1,572,046)

        (1,257,591)

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

Loans and financing obtained from third parties

           77,000

                      -  

             640,005

Issue of Debentures

1,000,000

-

-

         520,000

                      -  

                      -  

Amortization of principal - loans and financing

(80,600)

-

-

         (83,000)

               (6,000)

           (606,000)

Amortization of principal - third parties liabilities

(468,317)

-

-

Amortization of principal - debentures

       (333,300)

                      -  

                      -  

Dividends and interest on capital paid

(615,491)

(587,652)

(218,628)

       (475,103)

           (306,700)

           (241,442)

 

  

 

 

Net cash used in financing activities

(164,408)

(587,652)

(218,628)

       (294,403)

           (312,700)

           (207,437)

 

 

 

 

 

Total effects on cash and cash equivalents

24,452

(19,054)

1,707

           10,737

               20,443

               (9,209)

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

10,410

29,464

27,757

           46,096

               25,653

               34,862

Cash and cash equivalents at the end of the period

34,862

10,410

29,464

           56,833

               46,096

               25,653

 

  

 

 

Change in cash and cash equivalents

24,452

(19,054)

1,707

           10,737

               20,443

               (9,209)

   

F-158


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

(e) Restatement of comparative balances

The impact of the restatement described in note 4.1 above in the Holding’s condensed financial statements was the decrease in “Investments”, recognized in “Equity in Earnings of Investees”.

Based on the guidelines of IAS 8 - Accounting Policies, Changes in Accounting Estimates and Correction of Errors, the Statements of financial position, Statements of operations and of Comprehensive income are being restated for comparison purposes:

F-159


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated


12.31.2016 
As previously
stated 

Adjustments 

Restated 
STATEMENTS OF FINANCIAL POSITION    
Assets 17,320,563 (146,067) 17,174,496 
Noncurrent assets 16,622,075 (146,067) 16,476,008 
Investments 14,111,959 (146,067) 13,965,892 
Liabilities 17,320,563 (146,067) 17,174,496 
Equity 14,864,165 (146,067) 14,718,098 
Attributable to controlling shareholder's 14,864,165 (146,067) 14,718,098 
Profit retention reserve 5,162,983 (146,067) 5,016,916 
STATEMENTS OF INCOME    
Operational expenses / income 1,026,621 (62,878) 963,743 
Equity in earnings of investees 902,731 (62,878) 839,853 
Profit before financial results and taxes 1,026,621 (62,878) 963,743 
Financial results (13,057) - (13,057) 
Operating profit 1,013,564 (62,878) 950,686 
Income tax and social contribution (54,914) - (54,914) 
Net income 958,650 (62,878) 895,772 
STATEMENTS OF COMPREHENSIVE INCOME    
Total comprehensive income, net of taxes (57,266) - (57,266) 
comprehensive income 901,384 (62,878) 838,506 

F-160


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated


12.31.2015 
As previously
stated 

Adjustments 

Restated 
STATEMENTS OF FINANCIAL POSITION    
Assets 16,953,724 (83,189) 16,870,535 
Noncurrent assets 16,160,379 (83,189) 16,077,190 
Investments 14,140,573 (83,189) 14,057,384 
Liabilities 16,953,724 (83,189) 16,870,535 
Equity 14,245,728 (83,189) 14,162,539 
Attributable to controlling shareholder's 14,245,728 (83,189) 14,162,539 
Profit retention reserve 5,413,572 (83,189) 5,330,383 
STATEMENTS OF INCOME    
Operational expenses / income 1,258,321 (83,189) 1,175,132 
Equity in earnings of investees 1,385,624 (83,189) 1,302,435 
Profit before financial results and taxes 1,258,321 (83,189) 1,175,132 
Financial results (68,754) - (68,754) 
Operating profit 1,189,567 (83,189) 1,106,378 
Net income 1,192,738 (83,189) 1,109,549 
STATEMENTS OF COMPREHENSIVE INCOME    
Total comprehensive income, net of taxes 290,849 - 290,849 
comprehensive income 1,483,587 (83,189) 1,400,398 

During the years ended December 31, 20142017, 2016 and 2013,2015, we received R$1,300,228669,179, R$2,006,220 and R$1,067,400,1,738,989, respectively, from dividends and interest on own capital paid by our investees. Additional disclosures relating to Companhia Paranaense de Energia - Copel unconsolidated condensed financial information presented above are as follows:

 

Related Parties:Parties: The Company has the following balances outstanding with related parties:

 

  

12.31.2014

12.31.2013

12.31.2017

12.31.2016

Noncurrent assets

 

 

 

 

Estado do Paraná

137,137

-

                 130,156

                 130,156

Copel Distribuição

71,197

64,815

                   89,296

                   90,640

Copel Renováveis

1,137

-

Copel Participações

788

-

 

 

Copel Telecomunicações

                     5,189

                   85,421

Eólicas

                 221,327

                           -  

Structure sharing

                   27,273

                     1,496

Voltalia

                   38,169

                   28,968

Structure sharing

                          67

                           -  

Total

210,259

64,815

                 511,477

                 336,681

 

F-161


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

 

F-117


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

• Investments:Investments - As of December 31, 20142017, 2016 and 2013,2015, investments in subsidiaries are comprised as follows:

 

12.31.2017

12.31.2016

01.01.2016

 

 

Restated

Restated

 Copel Geração e Transmissão

          8,409,370

          7,966,750

       6,843,029

 Copel Distribuição

          5,452,703

          4,805,981

       5,603,673

 Copel Telecomunicações

             483,195

             446,155

          508,874

 Copel Energia

             133,511

             269,870

          252,074

 Compagas

             202,857

             152,811

          150,851

 UEG Araucária

               89,240

               89,314

          151,471

 Other investments

               85,549

               99,084

            84,959

 

        14,856,425

        13,829,965

     13,594,931

    

 

 

12.31.2014

12.31.2013

Copel Geração e Transmissão

6,484,578

6,796,817

Copel Distribuição

4,329,575

3,366,685

Copel Telecomunicações

417,157

352,939

Copel Participações

228,382

407

UEG Araucária

190,415

140,352

Other investments

994,250

594,832

 

12,644,357

11,252,032

The information regarding joint ventures, associates and other investments isare presented in note 17.2 -18.1 – Changes in investments.

Dividends receivable:receivable - The dividends receivable are comprised as follows:

 

 

12.31.2014

12.31.2013

12.31.2017

12.31.2016

Investees and subsidiaries

 

 

 

 

Copel Geração e Transmissão

202,617

321,902

                 297,500

                 261,686

Copel Distribuição

124,791

-

                   98,967

                 149,500

Copel Telecomunicações

31,300

21,585

                   15,405

                   28,910

Copel Comercialização

                     3,717

                     6,763

Compagas

7,312

2,239

                     7,942

                        600

Elejor

3,189

28,718

                   16,838

                     8,596

UEG Araucária

6,267

-

                     6,143

                     6,143

Nova Asa Branca I

113

-

                        114

                        114

Nova Asa Branca II

155

-

                        157

                        157

Nova Asa Branca III

74

-

                          75

                          75

Nova Eurus IV

46

-

                          48

                          48

Santa Maria

170

-

                        186

                        186

Santa Helena

175

-

                        214

                        214

Ventos de Santo Uriel

235

5

                        235

                        235

 

 

 

 

Associated

     

 

Dona Francisca Energética

-

85

Sanepar

6,211

-

Dominó Holdings

1,211

6,311

Joint Ventures

 

 

Voltália

                     1,032

                     1,032

 

  

 

 

Other investments

  

 

 

 

Sanepar

                   10,087

                   20,275

Other investments

-

526

                        804

                        729

383,866

381,371

                 459,464

                 485,263

 

F-162


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Reserve for risks:risks - Companhia Paranaense de Energia - Copel recorded reserves for risks mainly related to Cofins and PIS/PASEP. The provisions for risks are shown below:

 

 

 

12.31.2014

12.31.2013

12.31.2017

12.31.2016

Regulatory

12,764

12,310

                   15,042

                   15,121

Labor

159

-

                        518

                          18

Civil

672

390

                 135,422

                   20,578

Tax Claim

283,724

265,147

                 104,113

                 117,227

297,319

277,847

                 255,095

                 152,944

   

 

F-118


COMPANHIA PARANAENSE DE ENERGIA – COPEL

Notes to the Consolidated Financial Statements

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

Restriction of transfer of funds from subsidiaries - The subsidiaries described below qualify as either concessionaires of public services or independent power producers. As such, any transfer of funds to the respective parent company, in the form of loans or advances, requires approval by ANEEL.Aneel. This regulatory restriction does not apply to cash dividends determined in accordance with the Brazilian Corporate Law.

In addition, Copel G&TGeT has certain financing agreements with the Brazilian National Development Bank(“BNDES”) under which BNDES approval is required for Copel G&TGeT to pay cash dividends exceeding 30% of its net profit. Since BNDES has always approved Copel G&T’sGeT’s requests to pay cash dividends in excess of 30% of its net profit and this restriction has not affected Copel G&T’sGeT’s ability to pay cash dividends or parent company’s ability to meet its cash obligations, management deemed it to be a perfunctory clause.

F-163


COMPANHIA PARANAENSE DE ENERGIA – COPEL and Subsidiaries

Notes to the Consolidated Financial Statements, continued

For the years ended December 31, 2017, 2016 and 2015

All amounts expressed in thousands of Brazilian reais, unless otherwise stated

As of December 31, 2014,2017, total restricted subsidiaries net assets amount to R$12,223,94314,370,004 composed as follows:

12.31.2014

Copel Geração e Transmissão S.A.

6,484,578

Copel Distribuição S.A.

4,329,575

UEG Araucária Ltda.

952,074

Centrais Elétricas Rio Jordão - Elejor

84,816

Wind Power Plants

372,900

Total

12,223,943

 

 

 

 

 

12.31.2017

12.31.2016

01.01.2016

 

 

Restated

Restated

Copel Geração e Transmissão S.A.

               8,409,370

               7,966,750

               6,843,029

Copel Distribuição S.A.

               5,452,703

               4,805,981

               5,603,673

UEG Araucária Ltda.

                  446,204

                  446,576

                  754,254

Centrais Elétricas Rio Jordão - Elejor

                    61,727

                    79,701

                    74,000

Total

            14,370,004

            13,299,008

            13,274,956

 

***

 

F-119

F-164