0000950123-16-015208.txt : 20160330 0000950123-16-015208.hdr.sgml : 20160330 20160225171629 ACCESSION NUMBER: 0000950123-16-015208 CONFORMED SUBMISSION TYPE: DRS/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20160225 20160330 DATE AS OF CHANGE: 20160311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enersis Chile S.A. CENTRAL INDEX KEY: 0001659939 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DRS/A SEC ACT: 1933 Act SEC FILE NUMBER: 377-01227 FILM NUMBER: 161456927 BUSINESS ADDRESS: STREET 1: SANTA ROSA 76 CITY: SANTIAGO STATE: F3 ZIP: 00000 BUSINESS PHONE: 56-2 2353-4639 MAIL ADDRESS: STREET 1: SANTA ROSA 76 CITY: SANTIAGO STATE: F3 ZIP: 00000 DRS/A 1 filename1.htm Amendment to Draft Registration Statement
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CONFIDENTIAL SUBMISSION – DRAFT DATED FEBRUARY 25, 2016

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1

to

FORM 20-F

 

 

 

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

OR

 

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

For the fiscal year ended                     

OR

 

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

OR

 

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

Date of event requiring this shell company report,

For the transition period from                      to                     

Commission file number:                     

 

 

ENERSIS CHILE S.A.

(Exact name of Registrant as specified in its charter)

 

 

ENERSIS CHILE S.A.

(Translation of Registrant’s name into English)

CHILE

(Jurisdiction of incorporation or organization)

Santa Rosa 76, Santiago, Chile

(Address of principal executive offices)

Nicolás Billikopf, phone: (56-2) 2353-4639, Nicolas.Billikopf@enel.com, Santa Rosa 76, Piso 15, Santiago, Chile

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

 

Title of Each Class

 

Name of Each Exchange on Which Registered

American Depositary Shares Representing Common Stock

Common Stock, no par value *

  New York Stock Exchange

 

* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

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

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

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report Shares of Common Stock:                     

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

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

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

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

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

Large accelerated filer  ¨                 Accelerated filer  ¨                 Non-accelerated filer  x

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

 

U.S. GAAP  ¨     

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

     Other  ¨   

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    ¨  Item 18

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

 

 

 


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SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2016 — FOR INFORMATION ONLY

INFORMATION STATEMENT

ENERSIS CHILE S.A.

LOGO

 

 

Shares of Common Stock

American Depositary Shares

 

 

This information statement is being furnished to shareholders of Enersis S.A., or Enersis, in connection with the “división, or “demerger”, under Chilean corporate law, of Enersis, which involves (i) the separation of the non-Chilean electricity generation and distribution businesses and assets of Enersis, (ii) the creation of Enersis Chile S.A., as part of the demerger, and (iii) the distribution by Enersis to its shareholders of all outstanding shares of common stock of Enersis Chile. The transactions described above are referred to collectively, as the “Spin-Off”. Following the Spin-Off, Enersis Chile will own and operate the Chilean electricity generation and distribution businesses and assets of Enersis.

Each holder of record of Enersis common stock as of the close of business on [●], 2016, or the record date, will receive one share of Enersis Chile common stock for each share of Enersis common stock held.

Enersis shareholders approved the Spin-Off at an Extraordinary Shareholders Meeting held on December 18, 2015. Enersis shareholders will not be required (i) to pay for the shares of Enersis Chile common stock to be received by them in the Spin-Off, (ii) to surrender or exchange shares of Enersis common stock in order to receive Enersis Chile common stock, or (iii) to take any other action in connection with the Spin-Off. There is currently no trading market for Enersis Chile common stock, [although a “when-issued” trading market may develop prior to the effective date of the Spin-Off.] Enersis Chile will apply to list the common stock on the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange (collectively, the “Chilean Stock Exchanges”) and American Depositary Shares (“ADSs”), representing shares of Enersis Chile common stock, on the New York Stock Exchange.

 

 

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 23.

 

 

Enersis Chile and shares of Enersis Chile common stock are being registered with the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, or the SVS). The SVS has not approved or disapproved of the securities (including in the form of ADSs), or determined if this information statement or any Spanish language document(s) that will be used in Chile are truthful or complete.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

 

The date of this information statement is             , 2016.


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Enersis Chile’s Simplified Organizational Structure After Giving Effect to the Spin-Off(1)

As of September 30, 2015

 

LOGO

 

(1) Only principal operating combined entities are presented here. The percentage listed for each of our combined entities represents our post-Spin-Off economic interest in such combined entity.
(2) Certain organizational charts contained in this information statement do not show Enel Latinoamérica because it is a wholly-owned subsidiary of Enel and Enel Iberoamérica.


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TABLE OF CONTENTS

 

             Page  

Glossary

     1   

Introduction

     5   

Summary of the Spin-Off

     12   

Presentation of Information

     14   

Forward-Looking Statements

     17   
PART I   
  Item 1.  

Identity of Directors, Senior Management and Advisers

     18   
  Item 2.  

Offer Statistics and Expected Timetable

     18   
  Item 3.  

Key Information

     18   
  Item 4.  

Information on the Company

     34   
  Item 4A.  

Unresolved Staff Comments

     68   
  Item 5.  

Operating and Financial Review and Prospects

     68   
  Item 6.  

Directors, Senior Management and Employees

     96   
  Item 7.  

Major Shareholders and Related Party Transactions

     105   
  Item 8.  

Financial Information

     107   
  Item 9.  

The Offer and Listing

     115   
  Item 10.  

Additional Information

     121   
  Item 11.  

Quantitative and Qualitative Disclosures About Market Risk

     139   
  Item 12.  

Description of Securities Other Than Equity Securities

     146   
PART II   
  Item 13.  

Defaults, Dividend Arrearages and Delinquencies

     155   
  Item 14.  

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

     155   
  Item 15.  

Controls and Procedures

     155   
  Item 16.  

Reserved

     155   
  Item 16A.  

Audit Committee Financial Expert

     155   
  Item 16B.  

Code of Ethics

     155   
  Item 16C.  

Principal Accountant Fees and Services

     155   
  Item 16D.  

Exemptions from the Listing Standards for Audit Committees

     155   
  Item 16E.  

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     155   
  Item 16F.  

Change in Registrant’s Certifying Accountant

     155   
  Item 16G.  

Corporate Governance

     155   
  Item 16H.  

Mine Safety Disclosure

     155   
PART III   
  Item 17.  

Financial Statements

     156   
  Item 18.  

Financial Statements

     156   
  Item 19.  

Exhibits

     157   


Table of Contents

GLOSSARY

 

AFP    Administradora de Fondos de Pensiones    A legal entity that manages a Chilean pension fund.
CDEC    Centro de Despacho Económico de Carga    Autonomous entity in two Chilean electric systems in charge of coordinating the efficient operation and dispatch of generation units to satisfy demand.
Celta    Compañía Eléctrica Tarapacá S.A.    Chilean generation subsidiary of Endesa Chile that operates plants in the SING and SIC. Celta merged with Endesa Eco in November 2013 and currently operates several plants in northern Chile including Pangue, San Isidro, and those previously held by Endesa Eco.
Chilean Stock Exchanges    Chilean Stock Exchanges    The three principal stock exchanges located within Chile: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange.
Chilectra Américas    Chilectra Américas S.A.    A newly formed electricity company to be spun-off by Chilectra to hold minority interests in Argentina, Brazil, Colombia and Peru.
Chilectra Chile    Chilectra S.A.    Chilean electricity distribution company operating in the Santiago metropolitan area and our combined entity.
CNE    Comisión Nacional de Energía    Chilean National Energy Commission, governmental entity with responsibilities under the Chilean regulatory framework.
DCV    Depósito Central de Valores S.A.    Chilean Central Securities Depositary.
Endesa Américas    Endesa Américas S.A.    A newly formed related company to be spun-off by Endesa Chile with operations in Argentina, Brazil, Colombia and Peru.
Endesa Chile    Empresa Nacional de Electricidad S.A.    A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile that, following our Spin-Off from Enersis Américas, will be our combined entity with electricity generation operations in Chile.
Endesa Eco    Endesa Eco S.A.    A former Chilean subsidiary of Endesa Chile and owner of Central Eólica Canela S.A. and Ojos de Agua mini hydroelectric plant. Endesa Eco merged with Celta in November 2013.

 

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Enel    Enel S.p.A.    An Italian power company that will hold a 60.6% beneficial interest in us and be our ultimate parent company.
Enel Iberoamérica    Enel Iberoamérica, S.R.L.    A wholly-owned subsidiary of Enel and owner of 20.3% of us, which it acquired from Endesa Spain in October 2014. Enel Iberoamérica was formerly known as Enel Energy Europe S.R.L.
Enel Latinoamérica    Enel Latinoamérica, S.A.    A wholly-owned subsidiary of Enel Iberoamérica and owner of 40.3% of us.
Enersis   

Enersis S.A.

(before the Separation)

   A publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with subsidiaries engaged primarily in the generation, transmission and distribution of electricity in Chile, Argentina, Brazil, Colombia, and Peru. The company from which our company is being spun-off.
Enersis Américas   

Enersis Américas S.A.

(after the Separation)

   A related publicly held limited liability stock corporation incorporated under the laws of the Republic of Chile, with combined entities engaged primarily in the generation, transmission and distribution of electricity in Argentina, Brazil, Colombia, and Peru. This will be the continuing Enersis, after giving effect to the Spin-Off.
Enersis Chile    Enersis Chile S.A.   

Our company, a limited liability stock corporation incorporated under the laws of the Republic of Chile, with combined entities engaged primarily in the generation and distribution of electricity in Chile that, following our Spin-Off from Enersis Américas, will be publicly held.

ESM    Extraordinary Shareholders’ Meeting    Extraordinary Shareholders’ Meeting.
GasAtacama    GasAtacama S.A.    Company involved in gas transportation and electricity generation in northern Chile that is a subsidiary of Endesa Chile.
GasAtacama Holding    Inversiones GasAtacama Holding Ltda.    A holding company which owns GasAtacama and is a subsidiary of Endesa Chile following the acquisition of an additional 50% interest from Southern Cross Latin America Private Equity Fund III, L.P. in April 2014.
Gener    AES Gener S.A.    Chilean generation company and our competitor in Chile.

 

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GNL Quintero    GNL Quintero S.A.    Company created to develop, build, finance, own and operate a LNG regasification facility at Quintero Bay (Chile) in which LNG is unloaded, stored and regasified.
IFRS    International Financial Reporting Standards    International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
IMV    Inmobiliaria Manso de Velasco Ltda.    Our former, wholly-owned real estate subsidiary which merged into ICT in December 2014. As a result, IMV is now included in SIEI.
LNG    Liquefied Natural Gas.    Liquefied natural gas.
NCRE    Non-Conventional Renewable Energy    Energy sources which are continuously replenished by natural processes, such as wind, biomass, mini-hydro, geothermal, wave, or tidal energy.
NIS    Sistema Interconectado Nacional    Chilean national interconnected electric system.
OSM    Ordinary Shareholders’ Meeting    Ordinary Shareholders’ Meeting.
Pangue    Empresa Eléctrica Pangue S.A.    A former Chilean subsidiary of Endesa Chile and former owner of the Pangue power station. Pangue merged with San Isidro, which merged with Endesa Eco, which then merged with Celta. As a result, Pangue is now included in Celta.
Pehuenche    Empresa Eléctrica Pehuenche S.A.    A publicly held Chilean electricity company, owner of three power stations in the Maule River basin and a subsidiary of Endesa Chile.
San Isidro    Compañía Eléctrica San Isidro S.A.    A former Chilean subsidiary of Endesa Chile. San Isidro merged with Pangue in May 2012 and Endesa Eco merged with San Isidro in September 2013. Celta merged with Endesa Eco in November 2013. As a result, San Isidro is now included in Celta.
SEF    Superintendencia de Electricidad y Combustible    Chilean Superintendence of Electricity and Fuels, a governmental entity in charge of supervising the Chilean electricity industry.
SIC    Sistema Interconectado Central    Chilean central interconnected electric system covering all of Chile except the north and the extreme south.

 

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SIEI    Servicios Informáticos e Inmobiliarios Ltda.    A business consultancy in technology, information and computer science, telecommunications, data transmission and real estate which was formed following the merger of ICT Servicios Informáticos Ltda. (“ICT”) with Inmobiliaria Manso de Velasco Ltda. (“IMV”).
SING    Sistema Interconectado del Norte Grande    Chilean interconnected electric system operating in northern Chile.
SVS    Superintendencia de Valores y Seguros    Chilean Superintendence of Securities and Insurance, the authority in charge of supervising public companies, securities and the insurance business.
UF    Unidad de Fomento    Chilean inflation-indexed, Chilean peso-denominated monetary unit.
UTA    Unidad Tributaria Anual    Chilean annual tax unit. One UTA equals 12 Unidad Tributaria Mensual (“UTM”), which is a Chilean inflation-indexed monthly tax unit used to define fines, among other purposes.
VAD    Valor Agregado de Distribución    Value added from distribution of electricity.

 

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INTRODUCTION

Unless the context otherwise requires, all references in this information statement to:

 

    “we”, “us”, “our”, “the Company” and “Enersis Chile” refer to the Chilean Business (as defined below) prior to the Spin-Off and to Enersis Chile S.A. following the Spin-Off;

 

    “Enersis” refers to Enersis S.A. prior to the Separation;

 

    “Enersis Américas” refers to Enersis Américas S.A. (formerly named Enersis S.A.) following the Separation, which will continue to hold the Non-Chilean Business as defined below;

 

    “Chilean Business” refers to the Chilean electricity generation and distribution businesses and assets held by Enersis S.A. prior to the Spin-Off and to be held by Enersis Chile after the Spin-Off; and

 

    “Non-Chilean Business” refers to the non-Chilean electricity generation, transmission and distribution businesses and assets comprised exclusively of the ownership interests in shares of companies with operations outside of Chile, in Argentina, Brazil, Colombia and Peru, held by Enersis S.A. prior to the Spin-Off and continued to be held by Enersis Américas after the Spin-Off.

This information statement is part of a Registration Statement on Form 20-F (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the spin-off by Enersis, a Chilean company engaged in the electricity generation, transmission and distribution, to its shareholders of the shares of Enersis Chile, a Chilean corporation formed on February 1, 2016, that holds the Chilean electricity generation and distribution businesses and assets.

 

5


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Overview of the Spin-Off and Reorganization

The Spin-Off is part of a reorganization (the “Reorganization”) of certain companies ultimately controlled by Enel S.p.A., an Italian electricity generation company (“Enel”), which beneficially owns 60.6% of Enersis. The Reorganization is intended to separate the electricity generation and distribution businesses and assets of Enersis and its combined entities in Chile from the generation, transmission and distribution businesses in Argentina, Brazil, Colombia and Peru. The following chart shows the corporate structure both before and after the Reorganization.

 

LOGO

The entities involved in the Reorganization will be listed and traded on the stock exchanges markets of both Chile and the U.S. as specified in the table below.

 

Listed Company

  

Exchange (Shares/ADRs)

Enersis Chile

  

•    Chilean Stock Exchanges (shares)

•    NYSE (ADRs)

Enersis Américas

  

•    Chilean Stock Exchanges (shares)*

•    NYSE (ADRs)*

Endesa Chile

  

•    Chilean Stock Exchanges (shares)*

•    NYSE (ADRs)*

Endesa Américas (prior to the Merger)

  

•    Chilean Stock Exchanges (shares)

•    NYSE (ADRs)

Chilectra Chile

  

•    Chilean Stock Exchanges (shares)*

Chilectra Américas (prior to the Merger)

  

•    Chilean Stock Exchanges (shares)

 

* Currently listed and traded.

 

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The Spin-Offs

Each of Empresa Nacional de Electricidad S.A. (“Endesa Chile”), a Chilean electricity generation company and combined entity of Enersis, and Chilectra S.A. (“Chilectra”), a Chilean electricity distribution company and subsidiary of Enersis, will spin-off to their respective shareholders pro rata the shares of two new Chilean entities Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”), that will hold the Non-Chilean Business, comprised exclusively of their respective ownership interests in shares of companies domiciled outside of Chile, formerly held by Endesa Chile and Chilectra, respectively (the “Endesa/Chilectra Spin-Offs”). Each of the Endesa/Chilectra Spin-Offs will be effected by means of a procedure under Chilean corporate law called a “división” or “demerger.” Following the Endesa/Chilectra Spin-Offs, Endesa Chile will continue to hold the Chilean businesses and assets of Endesa Chile and Chilectra Chile will continue to hold the Chilean businesses and assets of Chilectra (“Chilectra Chile”). Enersis, as the 60.0% owner of Endesa Chile and the 99.1% owner of Chilectra, will own 60.0% of Endesa Américas and 99.1% of Chilectra Américas as a result of the Endesa/Chilectra Spin-Offs and the minority shareholders of Endesa Chile and Chilectra will own their respective percentage interests in Endesa Américas and Chilectra Américas, respectively, based on a pro rata distribution of the spin-off company shares. The shares of Endesa Américas and Chilectra Américas will be listed and traded on the Chilean Stock Exchanges and the American Depositary Receipts (“ADRs”) of Endesa Américas will be listed and traded on the New York Stock Exchange (“NYSE”).

 

LOGO

Enersis conducted a “demerger” to separate Enersis into two companies. The new company, Enersis Chile S.A. (“Enersis Chile”) was established as a separate company on February 1, 2016 and was assigned the equity interests, assets and associated liabilities of Enersis’ businesses in Chile, including the equity interests in each of Endesa Chile and Chilectra Chile after giving effects to the Endesa/Chilectra Spin-Offs (the “Separation”). Enersis also changed its name to Enersis Américas S.A. (“Enersis Américas”) on February 1, 2016 upon the completion of the Separation, Enersis Chile will register its shares with the Securities Registry of the SVS under Chilean law and the SEC under applicable U.S. federal securities laws, and subject to the receipt of necessary authorizations, the completion of legal formalities and the satisfaction of the conditions precedent, Enersis will distribute to its shareholders shares of Enersis Chile in proportion to their share ownership in Enersis based on a ratio of one share of Enersis Chile for each outstanding share of Enersis (the “Distribution,” and together with the Separation, the “Spin-Off”).

 

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Enel will beneficially own 60.6% of Enersis Chile as a result of the Spin-Off, and the minority shareholders of Enersis will own their respective percentage interest in Enersis Chile. The shares of Enersis Chile will be listed and traded on the Chilean Stock Exchanges and the ADRs of Enersis Chile will be listed and traded on the NYSE.

 

LOGO

Each of the Endesa/Chilectra Spin-Offs is conditioned on the approval by Enersis shareholders of the Spin-Off, and the Spin-Off is conditioned on the approval by the respective shareholders of Endesa Chile and Chilectra of the Endesa/Chilectra Spin-Offs. For further details, see Item 9. The Offer and Listing — B. Plan of Distribution — Background and Description of the Spin-Off Conditions Precedents.

The Tender Offer

Following the completion of the Endesa/Chilectra Spin-Offs and the Spin-Off and prior to the extraordinary shareholders’ meetings to approve the Merger, Enersis Américas will conduct a public cash tender offer (oferta pública de adquisición de valores) for the shares and ADSs of Endesa Américas under Chilean law and applicable U.S. securities laws (the “Tender Offer”).

The Tender Offer is contingent on (i) the completion of the Endesa/Chilectra Spin-Offs and the Spin-Off, (ii) the approval of the Merger by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas at separate extraordinary shareholders’ meetings of Enersis Américas, Endesa Américas and Chilectra Américas as described in “—The Merger,” (iii) less than 10% of the outstanding shares of Enersis Américas, 7.72% of the outstanding shares of Endesa Américas and 0.91% of the outstanding shares of Chilectra Américas exercising the right of withdrawal in connection with the Merger, and (iv) the absence of any significant adverse supervening events that would make the Tender Offer not in the best interest of Enersis Américas.

 

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The Tender Offer will be for all shares, including in the form of ADSs represented by ADRs of Endesa Américas (other than those held by Enersis Américas), for a price of Ch$ 285.00 per share (or the equivalent in U.S. dollars at the date of payment in the case of ADSs), and will be subject to other terms and conditions which will be provided at the appropriate time. The Tender Offer is expected to occur by the third quarter of 2016.

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

The Merger

Following the completion of the Endesa/Chilectra Spin-Offs and the Spin-Off described above, each of Enersis Américas, Endesa Américas and Chilectra Américas (then holding the non-Chilean assets of their respective businesses), and subject to approval by shareholders holding at least two-thirds of the outstanding shares of the relevant companies, intend to merge together (the “Merger”), with Enersis Américas continuing as the surviving company under the name Enersis Américas S.A. (the “Surviving Company”). Following completion of the Merger, the Surviving Company will continue to have its shares publicly traded and listed in Chile on the Chilean Stock Exchanges and its ADRs traded on the NYSE. In the Merger, the shares of Endesa Américas and Chilectra Américas will be converted into shares of the Surviving Company and Endesa Américas and Chilectra Américas shares will cease trading on the Chilean Stock Exchanges and ADRs of Endesa Américas will cease to trade on the NYSE. Following the Merger, Enel is expected to continue to be the ultimate controlling shareholder, through its beneficial ownership, of the Surviving Company and the former minority shareholders of Enersis Américas, Endesa Américas and Chilectra Américas will own the minority interest in the Surviving Company.

Based on the valuation reports received by the Board of Directors and the Directors’ Committee of Enersis, a majority of the Board of Directors of Enersis has determined that the number of shares of Enersis Américas to be paid by Enersis Américas as consideration for each share of Endesa Américas and Chilectra Américas in connection with the Merger, if approved by the respective shareholders of Enersis Américas, Endesa Américas and Chilectra Américas, will be as follows:

 

     Number of shares of
Enersis Américas for each
 

Endesa Américas share

     2.8   

Chilectra Américas share

     5.0   

 

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LOGO

In connection with the Merger, each of Enersis Américas, Endesa Américas and Chilectra Américas will hold an extraordinary shareholders’ meeting to approve the Merger. Prior to such extraordinary shareholders’ meetings, Enersis Américas will register the shares of the Surviving Company to be issued in the Merger with the SEC under the Securities Act. In connection with their respective extraordinary shareholders’ meetings to approve the Merger, which are expected to be held in mid-2016, Enersis Américas will distribute to the shareholders of each of Enersis Américas and Endesa Américas a proxy statement/prospectus containing information about the Merger and the Surviving Company.

Estimated Timeline

The following is an estimated timeline of significant dates for implementation of the Reorganization (dates are subject to change):

 

April 28, 2015    The Board of Directors of Enersis, Endesa Chile and Chilectra authorized the respective companies to analyze the proposed Reorganization.
May 2015 to October 2015    The Board of Directors of Enersis, Endesa Chile and Chilectra announced details regarding the steps to carry out the proposed Reorganization on July 27, 2015, appointed financial advisors and independent experts as required by the SVS in subsequent meetings, and analyzed the proposed Reorganization.
November 5, 2015    The Board of Directors of Enersis and Endesa Chile and Chilectra determined that the proposed Reorganization is in the best interest of the respective companies.
November 10, 2015    The Board of Directors of Enersis and Endesa Chile and Chilectra summoned extraordinary shareholders’ meetings of the respective companies to approve the respective spin-offs and other matters to be voted upon.

 

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November 24, 2015    A majority of the Board of Directors of Enersis and Endesa Chile adopted resolutions regarding the Reorganization, which includes among other things, the public announcement of the intention to conduct the Tender Offer.
December 17, 2015    The Board of Directors of Enersis adopted resolutions, which includes among other things, the revision of the proposed Tender Offer price from Ch$ 236 per share of Endesa Américas to Ch$ 285 per share of Endesa Américas.
December 18, 2015    Spin-Off and the Endesa/Chilectra Spin-Offs approved by the respective shareholders of Enersis, Endesa Chile and Chilectra.
February 1, 2016    Separation of Endesa Américas, Chilectra Américas and Enersis Chile effective; Enersis S.A. changes its name to Enersis Américas S.A.
March 2016    Spin-off registration statements of Enersis Chile and Endesa Américas declared effective by the SEC and approval of NYSE listing.
April 2016    Spin-Off and the Endesa/Chilectra Spin-Offs effective.
April 2016    Registration of shares of Enersis Chile and Endesa Américas with the SVS, the Chilean Stock Exchanges; registration of shares of Chilectra Américas with the SVS and the Chilean Stock Exchanges.   
April 2016    Enersis Américas files registration statement on Form F-4 for the Merger with the SEC.
June 2016    Registration statement on Form F-4 for the Merger declared effective by the SEC.
June 2016    The Boards of Directors of Enersis Américas, Endesa Américas and Chilectra Américas summon extraordinary shareholders’ meetings to approve the Merger and other matters to be voted upon.
July 2016    Tender Offer launched in Chile and the United States
July 2016    Enersis Américas, Endesa Américas and Chilectra Américas hold extraordinary shareholders’ meetings of the respective companies to approve the Merger and other matters to be voted upon.
August 2016    Period for exercising right of withdrawal (30 days from the date of approval of the Merger) in connection with the Merger expires.
August 2016    Tender Offer period (up to 45 days from launch of the Tender Offer) expires in the United States and Chile; settlement in the United States and Chile.
August 2016    Merger effective.

 

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SUMMARY OF THE SPIN-OFF

This information statement is being furnished in connection with the Spin-Off. Following is a summary of the material terms of the Spin-Off. See “Item 9. The Offer and Listing — B. Plan of Distribution — Description of the Spin-Off” for a more detailed description of the matters below.

 

Distributing Company    Enersis S.A., a publicly held limited liability stock company organized under the laws of the Republic of Chile, which changed its name to Enersis Américas S.A. on February 1, 2016. After the completion of the Spin-Off, Enersis Américas will not own any capital stock of Enersis Chile and Enersis Chile will not own any capital stock of Enersis Américas.
Issuer Company   

Enersis Chile S.A., a corporation incorporated for the first time as a publicly held limited liability stock corporation under the laws of the Republic of Chile that holds the Chilean electricity generation and distribution businesses and assets formerly held by Enersis.

 

Immediately after the effectiveness of the Spin-Off, the share capital of Enersis Chile will be Ch$ 2,229,108,974,538 and the capital structure of Enersis Chile will be identical to that of Enersis immediately prior to the Spin-Off. Enersis Américas and Enersis Chile will initially have the same shareholders, including controlling shareholders.

Conditions Precedent    The Spin-Off is contingent upon the satisfaction of specific conditions precedent. See “Item 9. The Offer and Listing — B. Plan of Distribution — Conditions Precedent.”
Share Record Date    [●], 2016
Share Distribution Date    [●], 2016
ADS Record Date    [●], 2016
ADS Distribution Date    [●], 2016
Use of Proceeds    Neither Enersis nor Enersis Chile will receive any proceeds in connection with the Spin-Off.
Distribution Ratio   

Holders of Enersis common stock (“Enersis Shares”) as of the Share Record Date will have the right to receive one share of Enersis Chile common stock (“Enersis Chile Shares”) for each Enersis Share on the Share Distribution Date.

 

Holders of Enersis American Depositary Shares (“Enersis ADSs”) as of the ADS Record Date will have the right to receive one Enersis Chile American Depositary Share (“Enersis Chile ADSs”) for each Enersis ADS on the ADS Distribution Date.

Distribution Method    Distribution of Enersis Chile Shares that are not deposited with the Chilean Central Securities Depositary (DCV Registros, S.A., Depósito Central de Valores, or the “DCV”), which is the clearing system for securities traded on the Chilean Stock Exchanges, will be made against the presentation of Enersis share certificates. For Enersis Chile Shares deposited with the DCV, distribution will generally be made by book-entry annotation in the shareholder list maintained by the DCV.

 



 

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Persons holding Enersis ADSs through the facilities of The Depository Trust Company (“DTC”) will receive the distribution of Enersis Chile ADSs by book-entry only, through the facilities of DTC. Persons holding Enersis ADSs directly will receive the distribution of Enersis Chile ADSs in the form of certificated American Depositary Receipts (“ADRs”), representing Enersis Chile ADSs.

 

Enersis share certificates and certificated ADRs will continue to represent the shares and ADSs of Enersis Américas after the Spin-Off without any need to exchange or surrender those certificates.

Risk Factors    The Spin-Off and the Chilean Business that will be held by Enersis Chile following the Spin-Off are subject to both general and specific risks. See “Item 3. Key Information—D. Risk Factors.”

 



 

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PRESENTATION OF INFORMATION

Financial Information

In this information statement, unless otherwise specified, references to “U.S. dollars” or “US$”, are to dollars of the United States of America; references to “pesos” or “Ch$” are to Chilean pesos, the legal currency of Chile; references to “€” or “Euros” are to the legal currency of the European Union; and references to “UF” are to Development Units (Unidades de Fomento).

The Unidad de Fomento is a Chilean inflation-indexed, peso-denominated monetary unit that is adjusted daily to reflect changes in the official Consumer Price Index (“CPI”) of the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas or “INE”). The UF is adjusted in monthly cycles. Each day in the period beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed in order to reflect a proportionate amount of the change in the Chilean CPI during the prior calendar month. As of September 30, 2015, one UF was equivalent to Ch$ 25,346.69. The U.S. dollar equivalent of one UF was US$ 36.28 as of September 30, 2015, using the Observed Exchange Rate reported by the Central Bank of Chile (Banco Central de Chile) as of September 30, 2015 of Ch$ 698.72 per US$ 1.00. The U.S. dollar observed exchange rate (dólar observado) (the “Observed Exchange Rate”), which is reported by the Central Bank of Chile and published daily on its webpage, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market

The Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to maintain the Observed Exchange Rate within a desired range.

As of January 31, 2016, one UF was equivalent to Ch$ 25,629.09. The U.S. dollar equivalent of one UF was US$ 36.08 on January 31, 2016, using the Observed Exchange Rate reported by the Central Bank of Chile as of such date of Ch$ 710.31 per US$ 1.00.

Our combined financial statements and, unless otherwise indicated, other financial information concerning us included in this information statement are presented in Chilean pesos. We have prepared our combined financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standard Board (“IASB”).

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

Investments in associated companies over which we exercise significant influence are included in our combined financial statements using the equity method. For detailed information regarding combined entities, jointly-controlled entities and associated companies, see Appendices 1, 2 and 3 to the combined financial statements.

For the convenience of the reader, this information statement contains translations of certain Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the Observed Exchange Rate for September 30, 2015, as defined in “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. No representation is made that the Chilean peso or

 

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U.S. dollar amounts shown in this information statement could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at such rate or at any other rate. See “Item 3. Key Information — A. Selected Financial Data — Exchange Rates”.

Unaudited Pro Forma Combined Financial Information

The pro forma information is based on the historical combined financial statements of the Chilean Business of Enersis after giving effect to the transactions and applying the estimates, assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial information. The historical column in the unaudited pro forma combined statement of financial position is derived from the historical combined statement of financial position of the Chilean Business of Enersis as of September 30, 2015 included in this information statement. The historical columns in the unaudited pro forma combined statements of income for the year ended December 31, 2014 and the nine months ended September 30, 2015 are derived from the historical combined statements of income of the Chilean Business of Enersis for the year ended December 31, 2014 and the nine months ended September 30, 2015 included in this information statement.

The unaudited pro forma combined financial information has been prepared by Enersis’ management for illustrative purposes and is not intended to represent the combined financial position or combined results of operations in future periods or what the results actually would have been had Enersis completed the proposed spin-off transactions during the specified periods.

Technical Terms

References to “TW” are to terawatts; references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively; references to “MW” and “MWh” are to megawatts and megawatt hours, respectively; references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively; references to “kV” are to kilovolts, and references to “MVA” are to megavolt amperes. References to “BTU” and “MBTU” are to British thermal unit and million British thermal units, respectively. A “BTU” is an energy unit equal to approximately 1055 joules. References to “Hz” are to hertz; and references to “mtpa” are to metric tons per annum. Unless otherwise indicated, statistics provided in this information statement with respect to the installed capacity of electricity generation facilities are expressed in MW. One TW equals 1,000 GW, one GW equals 1,000 MW, and one MW equals 1,000 kW.

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

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

Energy losses during distribution are calculated as the difference between total energy purchased (GWh of electricity demand, including own generation) and the energy sold (also measured in GWh), within a given period. Distribution losses are expressed as a percentage of total energy purchased. Losses in distribution arise from illegally tapped energy as well as technical losses.

Calculation of Economic Interest

References are made in this information statement to the “economic interest” of Enersis Chile in its related companies. In circumstances where we do not directly own an interest in a related company, our economic

 

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interest in such ultimate related company is calculated by multiplying the percentage of economic interest in a directly held related company by the percentage of economic interest of any entity in the ownership chain of such related company. For example, if we own 60% of a directly held combined entity and that combined entity owns 40% of an associate, our economic interest in such associate would be 60% times 40%, or 24%.

Rounding

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

 

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FORWARD-LOOKING STATEMENTS

This information statement contains statements that are or may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear throughout this information statement and include statements regarding our intent, belief or current expectations, including but not limited to any statements concerning:

 

    our capital investment program;

 

    trends affecting our financial condition or results from operations;

 

    our dividend policy;

 

    the future impact of competition and regulation;

 

    political and economic conditions in the countries in which we or our related companies operate or may operate in the future;

 

    any statements preceded by, followed by or that include the words “believes”, “expects”, “predicts”, “anticipates”, “intends”, “estimates”, “should”, “may” or similar expressions; and

 

    other statements contained or incorporated by reference in this information statement regarding matters that are not historical facts.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to:

 

    changes in the Chilean regulatory framework of the electricity industry;

 

    our ability to implement proposed capital expenditures, including our ability to arrange financing where required;

 

    the nature and extent of future competition in our principal markets;

 

    the factors discussed below under “Risk Factors.”

You should not place undue reliance on such statements, which speak only as of the date that they were made. Our independent registered public accounting firm has not examined or compiled the forward-looking statements and, accordingly, does not provide any assurance with respect to such statements. You should consider these cautionary statements together with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to forward-looking statements contained in this information statement to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

For all these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

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PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and Senior Management

For information regarding our directors and senior management, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

B. Advisors

Not applicable.

C. Auditors

Our combined financial statements as of September 30, 2015, December 31, 2014 and 2013, and as of January 1, 2013 and for the nine months ended September 30, 2015 and the years ended December 31, 2014 and 2013 were audited by Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (“EY Ltda.”), with offices at Avenida Presidente Riesco 5435, 4th floor, Santiago, Chile. EY is a member of Ernst & Young Global Limited and is an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”).

 

Item 2. Offer Statistics and Expected Timetable

Not applicable.

 

Item 3. Key Information

A. Selected Financial Data

The following combined financial data should be read in conjunction with our combined financial statements included in this information statement. The selected combined financial data as of September 30, 2015, December 31, 2014 and 2013 and January 1, 2013 and for the nine months ended September 30, 2015 and 2014 (unaudited) and for the years ended December 31, 2014 and 2013 are derived from our combined financial statements included in this information statement. The audited combined financial statements represent Enersis Chile’s first publication of financial statements prepared in accordance with IFRS, as issued by the IASB.

Amounts are expressed in millions, except for operating data. For the convenience of the reader, all data presented in U.S. dollars, as of and for the nine months ended September 30, 2015 and as of and for the year ended December 31, 2014, has been converted at the U.S. dollar Observed Exchange Rate (dólar observado) for September 30, 2015 of Ch$ 698.72 per US$ 1.00. The Observed Exchange Rate, which is reported and published daily on the Central Bank of Chile’s web page, corresponds to the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market.

For more information concerning historical exchange rates, see “ — Exchange Rates” below.

 

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The following tables set forth our selected combined financial and other operating data for the periods indicated:

 

    Nine months ended September 30,     Year ended December 31,  
    2015(1)     2015     2014     2014(1)     2014     2013  
    (US$ millions)     (Ch$ millions)     (US$ millions)     (Ch$ millions)  
                (unaudited)              

COMBINED STATEMENT OF INCOME DATA

           

Revenues and other operating income

    2,522        1,762,199        1,498,862        2,933        2,049,065        1,738,083   

Operating expenses(2)

    (2,058     (1,437,826     (1,272,427     (2,385     (1,666,315     (1,346,460

Operating income

    464        324,373        226,435        548        382,750        391,623   

Financial income (expense), net

    (120     (83,785     (59,542     (96     (67,045     (56,363

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

    10        6,694        47,755        101        70,893        14,528   

Other non-operating income

    11        7,483        7,729        (78     (54,353     24,309   

Income before income tax

    365        254,765        222,377        476        332,247        374,097   

Income tax

    (82     (57,497     (102,595     (190     (132,687     (61,712

Net income

    282        197,268        119,782        286        199,559        312,385   

Net income attributable to the parent company

    214        149,907        96,244        233        162,459        229,527   

Net income attributable to non-controlling interests

    68        47,361        23,538        53        37,100        82,858   

 

    As of September 30,     As of December 31,     As of
January 1,
 
    2015(1)     2015     2014(1)     2014     2013     2013  
    (US$ millions)     (Ch$ millions)     (US$ millions)     (Ch$ millions)        

COMBINED STATEMENT OF FINANCIAL POSITION DATA

           

Total assets

    7,370        5,149,298        7,337        5,126,735        4,820,392        4,618,431   

Non-current liabilities

    1,793        1,252,992        1,607        1,122,585        826,478        922,191   

Equity attributable to the parent company

    3,618        2,527,956        3,538        2,472,201        2,438,837        2,457,765   

Equity attributable to non-controlling interests

    843        589,113        876        611,864        626,947        605,552   

Total equity

    4,461        3,117,070        4,414        3,084,066        3,065,784        3,063,317   

OTHER COMBINED FINANCIAL DATA

           

Capital expenditures (CAPEX)(3)

    362        252,814        281        196,932        128,239        143,880   

Depreciation, amortization and impairment losses(4)

    168        117,309        203        141,623        127,720        126,265   

 

(1) Solely for the convenience of the reader, Chilean peso amounts have been converted into U.S. dollars at the exchange rate of Ch$ 698.72 per U.S. dollar, as of September 30, 2015.
(2) Operating expenses include selling and administration expense.
(3) CAPEX figures represent effective payments for each year.
(4) For further detail please refer to Notes 9C and 30 of the Notes to our interim combined financial statements.

The nine months ended September 30, 2014 and the year ended December 31, 2014 net income presented above are based on our combined financial statements, which were prepared in accordance with IFRS as issued by the IASB. These figures would differ from the net income that would have been included in our statutory combined financial statements, if they had been filed with the SVS. This is due to the fact that our statutory combined financial statements would have been prepared in accordance with the SVS guidelines and instructions, which are composed of the IFRS as issued by the IASB and supplemental instructions from the SVS, which require that the effects of the enacted Chilean tax reform on deferred taxes to be recognized in retained earnings

 

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instead of the income statement as required under IFRS. As of December 31, 2014, the only SVS instruction that conflicts with IFRS is related to the effects of the Chilean tax reform that consisted in an increase in net deferred tax liabilities. This conflict has one-time effect during the year of its application, 2014, in which the net income differs depending on their preparation guidance (IFRS as issued by the IASB or SVS guidelines).

The following table sets forth the main differences in net income attributable to the parent company for the year ended December 31, 2014 and the nine months ended September 30, 2014 that were recorded:

 

     Year ended
December 31, 2014
     Nine months ended
September 30, 2014
 
            (unaudited)  
     (Ch$ millions)      (Ch$ millions)  

Combined Financial Statements under IFRS

     162,459         96,244   

Statutory Financial Statements (SVS)

     205,377         134,677   

 

     As of and for the
nine months ended
September 30,
    As of and for the year ended December 31,  
     2015     2014     2014     2013     2012     2011     2010  

OPERATING DATA OF COMBINED ENTITIES

              

Chilectra

              

Electricity sold (GWh)

     11,943        11,783        15,690        15,140        14,433        13,685        13,086   

Number of customers (thousands)

     1,772        1,727        1,737        1,694        1,659        1,638        1,610   

Total energy losses (%)(1)

     5.5     5.5     5.3     5.3     5.4     5.5     5.8

Endesa Chile

              

Installed capacity (MW)(2)

     6,351        6,351        6,351        5,571        5,571        5,221        5,221   

Generation (GWh)(2)

     13,382        12,995        18,063        19,438        19,194        19,296        19,096   

 

(1) Energy losses are calculated as the difference between total energy purchased (GWh of electricity demand, including own generation) and the energy sold (GWh), within a given period. Losses are expressed as a percentage of total energy purchased. Losses in distribution arise from illegally tapped energy as well as technical losses.
(2) The 2014 and 2015 data includes the capacity and generation of GasAtacama, as a result of its combination. Prior to 2014, GasAtacama was excluded.

Exchange Rates

Fluctuations in the exchange rate between the Chilean peso and the U.S. dollar will affect the U.S. dollar equivalent of the peso price of our shares of common stock on the Santiago Stock Exchange (Bolsa de Comercio de Santiago), the Chilean Electronic Stock Exchange (Bolsa Electrónica de Chile) and the Valparaíso Stock Exchange (Bolsa de Corredores de Valparaíso). These exchange rate fluctuations will likely affect the price of our future ADSs and the conversion of cash dividends relating to the common shares represented by future ADSs from Chilean pesos to U.S. dollars. In addition, to the extent that significant financial liabilities of the Company are denominated in foreign currencies, exchange rate fluctuations may have a significant impact on earnings.

In Chile, there are two currency markets, the Formal Exchange Market (Mercado Cambiario Formal) and the Informal Exchange Market (Mercado Cambiario Informal). The Formal Exchange Market is comprised of banks and other entities authorized by the Central Bank of Chile. The Informal Exchange Market is comprised of entities that are not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies, among others. The Central Bank of Chile has the authority to require that certain purchases and sales of foreign currencies be carried out on the Formal Exchange Market. Both the Formal

 

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and Informal Exchange Markets are driven by free market forces. Current regulations require that the Central Bank of Chile be informed of certain transactions and they must be carried out through the Formal Exchange Market.

The U.S. dollar Observed Exchange Rate, which is reported by the Central Bank of Chile and published daily on its web page, is the weighted average exchange rate of the previous business day’s transactions in the Formal Exchange Market. Nevertheless, the Central Bank of Chile may intervene by buying or selling foreign currency on the Formal Exchange Market to attempt to maintain the Observed Exchange Rate within a desired range.

The Informal Exchange Market reflects transactions carried out at an informal exchange rate (the “Informal Exchange Rate”). There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the Observed Exchange Rate. Foreign currency for payments and distributions with respect to the ADSs may be purchased either in the Formal or the Informal Exchange Market, but such payments and distributions must be remitted through the Formal Exchange Market.

The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. As of January 31, 2016, the U.S. dollar Observed Exchange Rate was Ch$ 710.37 per US$ 1.00.

The following table sets forth the low, high, average and period-end Observed Exchange Rate for U.S. dollars for the periods set forth below, as reported by the Central Bank of Chile:

 

     Daily Observed Exchange Rate (Ch$ per US$)(1)  
     Low(2)      High(2)      Average(3)      Period-end  

Year ended December 31,

           

2015

     597.10         715.66         654.66         710.16   

2014

     527.53        621.41        573.70        606.75  

2013

     466.50        533.95        498.83        524.61  

2012

     469.65        519.69        486.31        479.96  

2011

     455.91        533.74        483.45        519.20  

2010

     468.01         549.17         510.38         468.01   

Month ended

           

January 2016

     710.37         730.31         n.a.         710.37   

December 2015

     693.72         711.52         n.a.         710.16   

November 2015

     688.94        715.66         n.a.        711.20  

October 2015

     673.91        695.53         n.a.        690.32  

September 2015

     676.74        705.92         n.a.        698.72  

August 2015

     676.43        706.24         n.a.        695.25   

 

Source: Central Bank of Chile.

 

(1) Nominal figures.
(2) Exchange rates are the actual low and high, on a day-by-day basis for each period.
(3) The average of the exchange rates on the last day of each month during the period.

Calculation of the appreciation or devaluation of the Chilean peso against the U.S. dollar in any given period is made by determining the percent change between the reciprocals of the Chilean peso equivalent of US$ 1.00 at the end of the preceding period and the end of the period for which the calculation is being made. For example, to calculate the devaluation of the Chilean peso for 2015, through September 30, one determines the percent change between the reciprocal of Ch$ 606.75 (the value of one U.S. dollar as of December 31, 2014) and the reciprocal of Ch$ 698.72 (the value of one U.S. dollar as of September 30, 2015). In this example, the percentage change between 0.001648 (the reciprocal of Ch$ 606.75) and 0.001431 (the reciprocal of Ch$ 698.72) is negative 13.2%, which represents the nine-month 2015 devaluation of the Chilean peso against the 2014 year-end U.S. dollar. A positive percentage change means that the Chilean peso appreciated against the U.S. dollar, while a negative percentage change means that the Chilean peso devaluated against the U.S. dollar.

 

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The following table sets forth the period-end rates for U.S. dollars for the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2010 through 2015, based on information published by the Central Bank of Chile.

 

     Ch$ per US$(1)  
     Period End      Appreciation (Devaluation)  
     (in Ch$)      (in %)  

Nine months ended September 30,

     

2015

     698.72         (13.2

2014

     599.22         (12.5

Year ended December 31,

     

2015

     710.16         (14.6

2014

     606.75         (13.5

2013

     524.61         (8.5

2012

     479.96         8.2   

2011

     519.20         (9.9

2010

     468.01         8.4   

 

Source: Central Bank of Chile.

 

(1) Calculated based on the variation of period-end exchange rates.

 

B. Capitalization and Indebtedness.

The following table sets forth our combined capitalization and indebtedness as of December 31, 2015 on an actual basis, and as adjusted to give effect to the completion of the Spin-Off. This information should be read in conjunction with information included elsewhere in this information statement, including information in “Item 5A. Operating Results” and “Item 5B. Liquidity and Capital Resources.”

The information below is not necessarily indicative of Enersis Chile’s future capitalization or indebtedness.

 

     As of December 31, 2015  
     Enersis Chile      As Adjusted  
     (in millions of Ch$)  

Short term debt(1):

     

Unsecured liabilities

     16,613        16,613  

Finance leases

     1,833        1,833  
  

 

 

    

 

 

 

Total

     18,446        18,446  

Long term debt(1):

     

Unsecured liabilities

     807,552        807,552  

Finance leases

     18,828        18,828  
  

 

 

    

 

 

 

Total

     826,381        826,381  
     

Total Debt

     844,827        844,827  

Equity attributable to the parent company

     2,592,682        2,491,969  

Non-controlling interest

     611,024        554,945   
  

 

 

    

 

 

 

Total Capitalization

     4,048,532        3,891,741   
  

 

 

    

 

 

 

 

(1) Includes debt payable to third parties before the effect of derivatives.

 

C. Reasons for the Offer and Use of Proceeds.

Not applicable.

 

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D. Risk Factors.

Risks Related to Our Business

A financial or other crisis in any region worldwide can have a significant impact in Chile, and consequently, may adversely affect our operations as well as our liquidity.

Chile is vulnerable to external shocks, including financial and political events, which could cause significant economic difficulties and affect its growth. If the Chilean economy experiences lower than expected economic growth or a recession, it is likely that some of our customers may experience difficulties paying their electric bills, possibly increasing our uncollectible accounts. Any of these situations could adversely affect our results of operations and financial condition.

Financial and political crises in other parts of the world could also adversely affect our business. For example, instability in the Middle East or in other oil producing regions could result in higher fuel prices worldwide, which in turn could increase the cost of fuel for our thermal generation plants and adversely affect our results of operations and financial condition.

In addition, an international financial crisis and its disruptive effects on the financial industry could adversely impact our ability to obtain new bank financings on the same historical terms and conditions. A financial crisis could also diminish our ability to access the capital markets in Chile, as well as the international capital markets, for other sources of liquidity, or increase the interest rates available to us. Reduced liquidity could, in turn, adversely affect our capital expenditures, our long-term investments and acquisitions, our growth prospects and our dividend payout policy.

Chilean economic fluctuations could affect our results of operations and financial condition as well as the value of our securities.

All of our operations are located in Chile. Accordingly, our combined revenues may be affected by the performance of the Chilean economy. If local, regional or worldwide economic trends adversely affect the Chilean economy, our financial condition and results from operations could be adversely affected. Moreover, insufficient cash flows for our combined entities could result in their inability to meet debt obligations and the need to seek waivers to comply with restrictive debt covenants.

Considering that we only have investments in Chile and the electricity business closely tracks GDP fluctuations, our financial condition and results of operations are strictly dependent on the Chilean economic performance. According to the Latin American Consensus Forecast published by Consensus Economics Inc. on September 14, 2015, in 2014, Chilean GDP increased by 1.9% compared to a 4.2% in 2013, while in 2015, it is forecasted to grow by 2.2% and in 2016 by 2.6%.

During 2015, the Chilean economy has been affected mainly by the economic uncertainty derived from the global contraction in several commodities markets, such as copper, which has affected the exchange rate evolution, as well as the several law reforms still under discussion by the Chilean authorities (tax, labor, education, among others), and the possibility of a reform to the Chilean Constitution.

Future adverse developments in Chile may impair our ability to execute our strategic plans, which could adversely affect our results of operations and financial condition. In addition, Chilean financial and securities markets are influenced by economic and market conditions in other countries and may be adversely affected by events in other countries, which could adversely affect the value of our securities.

To a certain degree, Chile has registered certain economic interventionist measures by governmental authorities, which may adversely affect our business and financial results.

The Chilean government has exercised in the past, and continues to exercise, a substantial influence over many aspects of the private sector, which may result in changes to economic or other policies. For example, in

 

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September 2014, the Chilean government approved the progressive increase of the corporate income tax and a change in the tax system, which may have an additional negative effect upon non-Chilean holders of shares or ADSs. In addition, taxes may be due on accrued dividends prior to their payments depending on the tax mechanism elected. Recently, different social and economic agents in the country have pressed for a more simple taxation system. As a consequence, there are currently internal discussions on whether to amend some of the taxation rules in force. Governmental actions could involve wage, price and tariff rate controls and other interventionist measures, such as expropriation or nationalization.

Changes in the policies of these governmental and monetary authorities regarding tariffs, exchange controls, regulations and taxation could reduce our profitability. Inflation, devaluation, social instability and other political, economic or diplomatic developments, including the response by governments in the region to these circumstances, could also reduce our profitability. Any of these scenarios could adversely affect our results of operations and financial condition.

Our electricity business is subject to risks arising from natural disasters, catastrophic accidents and acts of terrorism, which could adversely affect our operations, earnings and cash flow.

Our primary facilities include power plants and distribution assets, pipelines, liquefied natural gas (“LNG”) terminals and re-gasification plants, storage and chartered LNG tankers. Our facilities may be damaged by earthquakes, flooding, fires, and other catastrophic disasters arising from natural or accidental human causes, as well as acts of terrorism. A catastrophic event could cause disruptions in our business, significant decreases in revenues due to lower demand or significant additional costs to us not covered by our business interruption insurance. There may be lags between a major accident or catastrophic event and the final reimbursement from our insurance policies, which typically carry a deductible and are subject to per event policy maximums.

As an example, on February 27, 2010, Chile experienced a major earthquake in the Bío-Bío region, with a magnitude of 8.8 on the Richter scale, followed by a very destructive tsunami. Our Bocamina I and Bocamina II thermal generation units, which are located near the epicenter, sustained significant damage as a result of the earthquake. More recently, on September 16, 2015, Chile experienced an 8.3-magnitude earthquake in the Coquimbo region, followed by a tsunami, though there was no significant damage to any of our power facilities.

We are subject to financing risks, such as those associated with funding our new projects and capital expenditures, and risks related to refinancing our maturing debt; we are also subject to debt covenant compliance, all of which could adversely affect our liquidity.

As of September 30, 2015, our combined debt totaled Ch$ 942 billion (net of currency hedging instruments).

Our debt had the following maturity profile:

 

    Ch$ 31 billion in 2016;

 

    Ch$ 109 billion from 2017 to 2018;

 

    Ch$ 49 billion from 2019 to 2020; and

 

    Ch$ 752 billion thereafter.

Some of our debt agreements are subject to (1) financial covenants, (2) affirmative and negative covenants, (3) events of default, and (4) mandatory prepayments for contractual breaches, among other provisions. A significant portion of our combined entities’ financial indebtedness is subject to cross default provisions, which have varying definitions, criteria, materiality thresholds and applicability with respect to combined entities that could give rise to such a cross default.

 

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In the event that we or our combined entities breach any of these material contractual provisions, our creditors and bondholders may demand immediate repayment, and a significant portion of our indebtedness could become due and payable. We may be unable to refinance our indebtedness or obtain such refinancing on terms acceptable to us. In the absence of such refinancing, we could be forced to dispose of assets in order to make the payments due on our indebtedness under circumstances that might not be favorable to obtaining the best price for such assets. Furthermore, we may be unable to sell our assets quickly enough, or at sufficiently high prices, to enable us to make such payments.

We may also be unable to raise the necessary funds required to finish our projects under development or under construction. Market conditions prevailing at the moment we require these funds or other unforeseen project costs can compromise our ability to finance these projects and expenditures.

Our inability to finance new projects or capital expenditures or to refinance our existing debt could adversely affect our results of operation and financial condition.

We may be unable to enter into suitable investments, alliances and acquisitions.

On an ongoing basis, we review acquisition prospects that may increase our market coverage or supplement our existing businesses, though there can be no assurance that we will be able to identify and consummate suitable acquisition transactions in the future. The acquisition and integration of independent companies that we do not control is generally a complex, costly and time-consuming process and requires significant efforts and expenditures. If we consummate an acquisition, it could result in the incurrence of substantial debt and assumption of unknown liabilities, the potential loss of key employees, amortization expenses related to tangible assets and the diversion of management’s attention from other business concerns. In addition, any delays or difficulties encountered in connection with acquisitions and the integration of multiple operations could have a material adverse effect on our business, financial condition or results of operations.

Because our generation business depends heavily on hydrological conditions, droughts and climate change may adversely affect our operations and profitability.

Approximately 54.6% of our combined installed generation capacity as of September 30, 2015 was hydroelectric. Accordingly, extreme hydrological conditions and climate change could adversely affect our business, results of operations and financial condition. In the last few years before 2015, Chilean hydrological conditions have been affected by the La Niña climate phenomenon that influences rainfall, resulting in droughts. In addition, the ongoing drought in Chile not only reduced our ability to operate our hydroelectric plants at full capacity, but also resulted in increased water transportation costs for the operation of the San Isidro thermal power plant for cooling purposes. While Endesa Chile has entered into certain agreements with the Chilean government and local farmers regarding the use of water for hydroelectric generation purposes, especially during periods of low water level, if drought conditions persist or become worse, we may face increased pressure by the Chilean government or other third parties to further restrict our water use (for further details regarding water agreements, please refer to “Item 4. Information on the Company—B. Business Overview—Water Rights”).

Droughts also affect the operation of our thermal plants, including our facilities that use natural gas, fuel oil or coal as fuel, in the following manner:

 

    During drought periods, thermal plants are used more frequently. Thermal plant operating costs can be considerably higher than those of hydroelectric plants. Our operating expenses increase during these periods. In addition, depending on our commercial obligations, we may have to buy electricity at spot prices in order to meet our contractual supply obligations and the cost of these electricity purchases may exceed the price at which we sell contracted electricity, thus potentially producing losses from those contracts.

 

   

Our thermal plants require water for cooling and droughts not only reduce the availability of water, but also increase the concentration of chemicals, such as sulfates in the water. The high concentration of

 

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chemicals in the water we use for cooling increases the risk of damaging the equipment at our thermal plants as well as the risk of violating environmental regulations. As a result, we have had to purchase water from agricultural areas that are also experiencing shortages of water. These water purchases may increase our operating costs and also require us to further negotiate with the local communities.

 

    Thermal power plants burning gas generate emissions such as sulfur dioxide (SO2) and nitrogen oxide (NO) gases. When operating with diesel, they also release particulate matter into the atmosphere. Coal fired plants generate emissions of SO2 and NO. Therefore, greater use of thermal plants during periods of drought increases the risk of producing a higher level of pollutants.

In addition, according to certain weather forecast models, the drought that is affecting the regions where most of our hydroelectric plants are located may last for an extended period and may recur in the future. A prolonged drought may exacerbate the risks described above and have a further adverse effect upon our business, results of operations and financial condition.

Governmental regulations may adversely affect our business.

We are subject to extensive regulation on the tariffs we charge to our customers and on other aspects of our business, and these regulations may adversely affect our profitability. For example, the Chilean government can impose electricity rationing during droughts or prolonged failures of power facilities. During rationing, if we are unable to generate enough electricity to comply with our contractual obligations, we may be forced to buy electricity at the spot price, as even a severe drought does not release us from our contractual obligations as a force majeure event. The spot price may be significantly higher than our costs to generate the electricity and can be as high as the “cost of failure” set by the Chilean National Energy Commission (Comisión Nacional de Energía or “CNE”). This “cost of failure,” which is updated semiannually by the CNE, is a measurement of how much final users would pay for one extra MWh under rationing conditions. If we are unable to buy enough electricity at the spot price to comply with our contractual obligations, we would have to compensate our regulated customers for the electricity we failed to provide at the rationed price. Rationing periods have occurred in the past and may occur in the future. Our generation combined entities may be required to pay regulatory penalties if they fail to provide adequate service under their contractual obligations. Material rationing policies imposed by Chilean regulatory authorities could adversely affect our business, results of operations and financial condition.

The distribution tariff review process, or tariff adjustments determined by Chilean governmental authorities may be insufficient to pass through our costs. Similarly, electricity regulations issued by governmental authorities in Chile may affect the ability of our generation companies to collect revenues sufficient to offset their operating costs.

The inability of any company in our combined group to collect revenues sufficient to cover operating costs may affect the ability of that company to operate as a going concern and may otherwise have an adverse effect on our business, financial results and operations.

In addition, changes in the regulatory framework are often submitted to the legislators and administrative authorities and, some of these changes could have a material adverse impact on our business and affect our results. For instance, in 2005 there was a change in the water rights’ law in Chile that requires us to pay for unused water rights. In addition, the Chilean government is initiating a review of the current energy policies through an energy agenda presented in May 2014. These changes could adversely affect our business, results of operations and financial condition.

Our business and profitability could be adversely affected if water rights are denied or if water concessions are granted with limited duration.

Approximately 54.6% of our installed capacity is hydroelectric. We own water rights granted by the Chilean Water Authority (Dirección General de Aguas or “DGA”) for the supply of water from rivers and lakes near our

 

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production facilities. Under current law, these water rights are (i) for unlimited duration, (ii) absolute and unconditional property rights and (iii) not subject to further challenge. Chilean generation companies must pay an annual license fee for unused water rights. New hydroelectric facilities are required to obtain water rights, the conditions of which may impact design, timing or profitability of a project.

In addition, the Chilean Congress is currently discussing amendments to the Water Code in order to prioritize the use of water by defining its access as a human right that must be guaranteed by the State. The amendment will establish that water use for human consumption, domestic subsistence and sanitation will always take precedence, in both the granting and limiting the exercise of rights of exploitation. Under the proposal: (i) water use concessions would be limited to 30 years, which would be extendable with respect to water rights actually used during the 30-year period, unless the Chilean Water Authority demonstrates the water rights have not been used effectively; (ii) new non-consumptive water rights would expire if the holder does not exercise the rights within eight years; and (iii) existing non-consumptive water rights and have not been used would expire within 8 years from the date of enactment of the new Water Code. Any limitations on our current water rights, our need for additional water rights, or our current unlimited duration of water concessions could have a material adverse effect on our hydroelectric development projects and our profitability.

Regulatory authorities may impose fines on our combined entities, which could adversely affect our results of operations and financial condition.

Our electricity businesses may be subject to regulatory fines for any breach of current regulations, including energy supply failures. In Chile, such fines may be imposed for a maximum of 10,000 Annual Tax Units (Unidades Tributarias Anuales or “UTA”), or Ch$ 5.3 billion using the UTA and foreign exchange rate as of September 30, 2015. Our electricity generation combined entities are supervised by local regulatory entities and may be subject to these fines in cases where, in the opinion of the regulatory entity, operational failures affecting the regular energy supply to the system are the fault of the company such as when agents are not coordinated with the system operator. In addition, our combined entities may be required to pay fines or compensate customers if those combined entities are unable to deliver electricity, even if such failure is due to forces outside of the combined entities’ control.

For example, in 2011, the Chilean Superintendence of Electricity and Fuels (Superintendencia de Electricidad y Combustibles or “SEF”) imposed 1,947 UTA (approximately Ch$ 1,033 million) in fines on Endesa Chile, Pehuenche and Chilectra due to a blackout that occurred in the Santiago metropolitan region in March 2010. More recently, and as of the date of this information statement, Chilectra has been fined in three different occasions by the electricity authority for a total amount of Ch$ 2,549 million, mainly due to regulatory breaches in relation to safety procedures and delay in the replenishment of supply and attention to users’ calls during a front of bad weather that occurred in July 2015. Those penalties have not been paid yet, since they were claimed before the electricity authority and courts of justice. For further information on fines, please refer to Note 37 of the Notes to our interim combined financial statements.

We depend in part on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.

In order to pay our obligations, we rely partly on cash from dividends, loans, interest payments, capital reductions and other distributions from our combined entities. The ability of our combined entities to pay dividends, interest payments, loans and other distributions to us is subject to legal constraints such as dividend restrictions, fiduciary duties and contractual limitations that may be imposed by local authorities.

Historically, we have been able to access the cash flows of our combined entities, but future economic and political uncertainties, such as government regulations, economic conditions and credit restrictions, could affect our future results from operations, and therefore we may not be able to rely on cash flows from operations in those entities to repay our debt.

 

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Dividend Limits and Other Legal Restrictions. The ability of any of our combined entities that are not wholly-owned to distribute cash to us may be limited by the directors’ fiduciary duties of such combined entities to their minority shareholders. Furthermore, some of our combined entities may be forced by law, in accordance with applicable regulation, to diminish or eliminate dividend payments. As a consequence of such restrictions, our combined entities could, under certain circumstances, be impeded from distributing cash to us.

Contractual Constraints. Distribution restrictions included in certain credit agreements of our combined entities may prevent dividends and other distributions to shareholders if they are not in compliance with certain financial ratios. Generally, our credit agreements prohibit any type of distribution if there is an ongoing default.

Operating Results of Our Combined Entities. The ability of our combined entities to pay dividends or make loan payments or other distributions to us is limited by their operating results. To the extent that the cash requirements of any of our combined entities exceed their available cash, the combined entity will not be able to make cash available to us.

Any of the situations described above could adversely affect our business, results of operations and financial condition.

Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.

The Chilean peso has been subject to devaluations and appreciations against the U.S. dollar and may be subject to significant fluctuations in the future. Historically, a significant portion of our combined indebtedness has been denominated in U.S. dollars. Although a substantial portion of our operating cash flows is linked to U.S. dollars (primarily coming from the generation business), we generally have been and will continue to be materially exposed to fluctuations of the Chilean peso against the U.S. dollar because of time lags and other limitations to peg our tariffs to the U.S. dollar.

A substantial portion of our operating cash flows is linked to U.S. dollars, and we seek to maintain debt in the same currency, but due to market conditions it may not be possible to do so. Because of this exposure, the cash generated by our combined entities can decrease substantially due to devaluations against the U.S. dollar. Future volatility in the exchange rate of the currency in which we receive revenues or incur expenditures may adversely affect our business, results of operations and financial condition.

We are involved in litigation proceedings.

We are currently involved in various litigation proceedings, which could result in unfavorable decisions or financial penalties against us. We will continue to be subject to future litigation proceedings, which could cause material adverse consequences to our business.

For example, in August 2014, the Chilean Superintendence of Environment (“SMA” in its Spanish acronym) fined Endesa Chile 8,640 UTAs (approximately Ch$ 4.6 billion) for alleged environmental violations related to the Bocamina II power plant. Endesa Chile appealed the fine and in March 2015, the Environmental Court of Valdivia partially voided the fine, but ordered the SMA to consider additional aggravating circumstances in re-calculating the amount of the fine. Endesa Chile appealed that decision to the Supreme Court, which appeal is currently pending. Nevertheless, a provision for this fine was included in our combined financial statements since the beginning of this litigation proceeding. Our financial condition or results of operations could be adversely affected if we are unsuccessful in defending this litigation or other lawsuits and proceedings against us. For further information on litigation proceedings, please see Note 36.3 of the Notes to our interim combined financial statements.

 

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The values of our generation business’s combined entities’ long-term energy supply contracts are subject to fluctuations in the market prices of certain commodities and other factors.

We have economic exposure to fluctuations in the market prices of certain commodities as a result of the long-term energy sales contracts into which we have entered. We and our combined entities have material obligations as selling parties under long-term fixed-price electricity sales contracts. Prices in these contracts are indexed according to different commodities, the exchange rate, inflation, and the market price of electricity. Adverse changes to these indices would reduce the rates we charge under our long-term fixed-price electricity sales contracts, which could adversely affect our business, results of operations and financial condition.

Our controlling shareholder will exert a substantial influence over us and may have a strategic view for our development different from that of our minority shareholders.

After the completion of the Spin-Off, Enel will beneficially own 60.6% of our share capital. Our controlling shareholder will have the power to determine the outcome of substantially all material matters that require shareholder votes, such as the election of the majority of our board members and, subject to contractual and legal restrictions, our dividend policy. Enel will also exercise decisive influence over our business strategy and operations. Its interests may in some cases differ from those of our minority shareholders. For example, Enel conducts its renewable energies business in South America through Enel Green Power S.p.A. (“EGP”) and the Argentine, Brazilian, Colombian and Peruvian electricity business through Enersis Américas, in neither of which we will have equity interests. Enel currently owns 68% of EGP and eventually could increase its ownership up to 100% according to recent announcements. Enel may prefer to grow in the renewable energies through EGP and not through us, especially after increasing its ownership stake. Enel has recently committed that if the Reorganization is completed in all respects, it will, or will direct one or more of its subsidiaries, to negotiate an agreement with Endesa Chile for joint investments in renewable energy projects in Chile. However, we do not know whether such initiatives will prosper, and even if they do prosper, whether NCRE growth will be channeled to a greater degree through other vehicles and not through us. Any present or future conflict of interest affecting Enel may be resolved against our best interests in these matters. As a consequence, our growth may be potentially limited, and our business and results of operations may be adversely affected.

Environmental regulations and other factors may cause delays, impede the development of new projects or increase the costs of operations and capital expenditures.

Our operating combined entities are subject to environmental regulations which, among other things, require us to perform environmental impact studies for future projects and obtain permits from both local and national regulators. The approval of these environmental impact studies may take longer than planned and may be withheld by governmental authorities. Local communities and ethnic and environmental activists, among others, may intervene in the approval process to delay or prevent a project’s development. They may also seek injunctive or other relief, which could negatively impact us if they are successful.

Environmental regulations for existing and future generation capacity may become stricter, requiring increased capital investments. For example, Decree 13 of the Chilean Ministry of the Environment, promulgated in January 2011 and published in June 2011, defined stricter emission standards for thermoelectric plants that must be met between 2014 and 2016, and stricter standards for new facilities or additional capacity. This regulation also requires the establishment of a system of continuous emission monitoring, pursuant to which thermoelectric plants must implement a monitoring system in accordance with the guidelines and protocols issued by the Chilean Superintendence of the Environment. Failure to certify the implementation of such monitoring system may result in penalties and sanctions. In September 2014, the Chilean government enacted Law 20,780 (a tax reform law), which established an annual tax on stationary power generators, such as thermal generators, tied to their emission of pollutants for the previous year. When this provision of the law enters into force in 2018, it will apply to generators with a capacity of at least 50 MW. In compliance with these Chilean environmental regulations, all thermal plants are expected to incur in incremental investments so as to comply

 

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with the new regulations by installing abatement systems to control pollutant emissions. Any delay in the filing may constitute a violation of the regulations which established emission limits effective on June 23, 2015 or June 23, 2016 depending on the plant’s location.

In 2009, we presented our 740 MW coal-fueled Punta Alcalde project for environmental approval in Chile. In 2012, the regional environmental authority rejected the project and we appealed to the Council of Ministers. The Council unanimously reversed the decision of the environmental authority, and issued an environmental qualification resolution (“RCA” in its Spanish acronym) in December 2012. However, the Court of Appeals accepted four injunctions against us in early 2013. In January 2014, the Chilean Supreme Court ruled that the project could proceed but imposed several conditions in the RCA, including steps to improve air quality in the nearby town of Huasco. In addition, the Chilean Supreme Court requested certain environmental evaluations (including an evaluation for the transmission line). In light of the changes requested by the Chilean Supreme Court, we concluded that major modifications to the approved RCA were needed in order to make the Punta Alcalde project economically sustainable. On January 29, 2015, we decided to stop the development of the project and the associated Punta Alcalde - Maitencillo transmission project. As a consequence, we recorded a Ch$ 12,582 million impairment loss that affected Endesa Chile’s 2014 net income by Ch$ 9,184 million.

In addition to environmental matters, there are other factors that may adversely affect our ability to build new facilities or to complete projects currently under development on time, including delays in obtaining regulatory approvals, shortages or increases in the price of equipment, materials or labor, strikes, adverse weather conditions, natural disasters, civil unrest, accidents, or other unforeseen events. Any such event could adversely impact our results of operations and financial condition.

Delays or modifications to any proposed project and laws or regulations may change or be interpreted in a manner that could adversely affect our operations or our plans for companies in which we hold investments, which could adversely affect our business, results of operations and financial condition.

Our business may be adversely affected by judicial decisions on environmental qualification resolutions for electricity projects in Chile.

The amount of time necessary to obtain an environmental qualification resolution for electricity generation or transmission projects in Chile has materially increased, primarily due to judicial decisions against such projects, environmental opposition, social criticism and government delays. This can cast doubt on the ability of a project to obtain such approval and increase the uncertainty for investing in electricity generation and transmission projects in Chile. The uncertainty is forcing companies to reassess their business strategies as the delay in the construction of electricity generation and transmission projects may result in a supply constraints over the next five or six years. If any plant within the system ceases operation unexpectedly, we could experience supply shortages in our system, which could lead to power cuts. Any such event could adversely affect our business, results of operations and financial condition.

Our power plant projects may encounter significant opposition from different groups that may delay their development, increase costs, damage our reputation and potentially result in impairment of our goodwill with stakeholders.

Our reputation is the foundation of our relationship with key stakeholders and other constituencies. If we are unable to effectively manage real or perceived issues that could negatively impact sentiments toward us, our business, results of operations and financial condition could be adversely affected.

The development of new and existing power plants may face opposition from several stakeholders, such as ethnic groups, environmental groups, land owners, farmers, local communities and political parties, among others, all of which may impact the sponsoring company’s reputation and goodwill. For example, since December 2013, the Bocamina II power plant has encountered substantial opposition from local fishermen’s unions that claim that our facility negatively affects marine life and causes pollution, which resulted in the

 

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interruption of the operation of the power plant for more than a year. On July 1, 2015, the Bocamina II power plant resumed operations, after the approval of a new RCA in March 2015. Such groups are sometimes financed internationally and may receive global attention. The operation of our current thermal power plants may also affect our goodwill with stakeholders, due to emissions such as particulate matter, sulfur dioxide and nitrogen oxides, which could adversely affect the environment.

Damage to our reputation may exert considerable pressure on regulators, creditors, and other stakeholders and ultimately lead to projects and operations that may not be optimal, causing our share prices to drop and hindering our ability to attract or retain valuable employees, all of which could result in an impairment of our goodwill with stakeholders.

We may be exposed to asbestos liability and additional expense related to asbestos.

Several of our facilities have asbestos present in them. We have a policy regarding asbestos control and sanitation, which includes a detailed action plan regarding the detecting the presence of asbestos, measuring air quality, ensuring the compliance with safety requirements, as well as a plan to monitor the health of workers.

In April 2015, Endesa Chile completed the removal of the identifiable asbestos from the Bocamina I power plant. However, some Akeron Caf employees, working for the contractor removing asbestos in the power plant, reported to the regional Health Ministerial Office (“Seremi” in its Spanish acronym) that their health had beem affected subsequently. According to Chilean regulations, any company that removes asbestos must present a work plan, which must be approved by the Seremi and supervised by the Workers Safety Association (“Mutal de Seguridad”) to avoid workers being contaminated with asbestos. After an investigation, in September 2015, the Seremi of the Bio-Bío region fined Endesa Chile for Ch$ 22 million because it did not record the delivery of security materials to remove asbestos on an individual basis. Endesa Chile appealed the decision, which is still pending. In addition, Endesa Chile is implementing asbestos removal plans in the Tarapacá, Huasco and Ralco power plants, which processes could also be affected by similar problems.

We may have to incur additional costs to remediate and implement our asbestos control and sanitation policy, or be subject to legal actions against us, which in turn may have a material adverse effect on our business, results of operation and financial condition as well as our reputation.

Our business may experience adverse consequences if we are unable to reach satisfactory collective bargaining agreements with our unionized employees.

A large percentage of our employees are members of unions and have collective bargaining agreements that must be renewed on a regular basis. Our business, financial condition and results of operations could be adversely affected by a failure to reach agreement with any labor union representing such employees or by an agreement with a labor union that contains terms we view as unfavorable. Chilean law provides legal mechanisms for judicial authorities to impose a collective agreement if the parties are unable to come to an agreement, which may increase our costs beyond what we have budgeted.

In addition, we employ many highly-specialized employees, and certain actions such as strikes, walk-outs or work stoppages by these employees, could adversely impact our business, results of operations and financial condition.

Interruption or failure of our information technology and communications systems or external attacks to or breaches of these systems could have an adverse effect on our operations and results.

We depend on information technology, communication and processing systems (“IT Systems”) to operate our businesses, the failure of which could adversely affect our business, results of operations and financial condition.

 

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IT Systems are all vital to our generation combined entities’ ability to monitor our power plants’ operations, maintain generation and network performance, adequately generate invoices to customers, achieve operating efficiencies and meet our service targets and standards. Our distribution combined entities could also be affected adversely because they rely heavily on IT Systems to monitor their grids, billing processes for millions of customers and customer service platforms. Temporary or long-lasting operational failures of any of these IT Systems could have a material adverse effect on our results of operations. Additionally, cyber attacks can have an adverse effect on the company’s image and its relationship with the community. In the last few years, global cyber attacks on security systems, treasury operations, and IT Systems have intensified. We are exposed to cyber-terrorist attacks aimed at damaging our assets through computer networks, cyber spying involving strategic information that may be beneficial for third parties and cyber-theft of proprietary and confidential information, including information of our customers. During 2014, we suffered two cyber attacks perpetrated by a cyber-terrorist group, which impacted our websites. In one case, the attack resulted in a service interruption of 90 minutes. Further cyber attacks may occur and may affect us in the future.

We rely on electricity transmission facilities that we do not own or control. If these facilities do not provide us with an adequate transmission service, we may not be able to deliver the power we sell to our final customers.

We depend on transmission facilities owned and operated by other unaffiliated power companies to deliver the electricity we sell. This dependence exposes us to several risks. If transmission is disrupted, or transmission capacity is inadequate, we may be unable to sell and deliver our electricity. If a region’s power transmission infrastructure is inadequate, our recovery of sales costs and profits may be insufficient. If restrictive transmission price regulation is imposed, transmission companies upon whom we rely may not have sufficient incentives to invest in expansion of their transmission infrastructure, which could adversely affect our operations and financial results. Currently, the construction of new transmission lines is taking longer than in the past, mainly because of new social and environmental requirements that are creating uncertainty about the probability of completing the projects. In addition, the increase of new non-conventional renewable energy (“NCRE”) projects is congesting the current transmission system as these projects can be built relatively quickly, while new transmission projects can take as long as seven years to be built.

On September 24, 2011, nearly 10 million people located in central Chile experienced a blackout (affecting more than half of the Chilean population), due to the failure of Transelec’s 220 kV Ancoa substation. The failure led to the disruption of two 500 kV transmission lines in the Chilean Central Interconnected System (“SIC” in its Spanish acronym) and the subsequent failure of the remote recovery computer software used by the independent entity that coordinates generators, transmission companies and large customers (“CDEC” in its Spanish acronym) to operate the grid. This blackout, which lasted two hours, exposed weaknesses in the transmission grid and its need for expansion and technological improvements to increase the reliability of the transmission grid.

Any such disruption or failure of transmission facilities could interrupt our business, which could adversely affect our results of operations and financial condition.

Lawsuits against us brought outside Chile or complaints against us based on foreign legal concepts may be unsuccessful.

All of our assets are located outside of the United States. All of our directors and officers are expected to reside outside of the United States and most of their assets are expected to be located outside the United States as well. If any investor were to bring a lawsuit against our directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons, or to enforce against them, in United States or Chilean courts, judgments obtained in United States courts based upon the civil liability provisions of the federal securities laws of the United States. In addition, there is doubt as to whether an action could be brought successfully in Chile on the basis of liability based solely upon the civil liability provisions of the United States federal securities laws.

 

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If we fail to maintain an effective system of internal control, we may not be able to accurately report financial results or prevent fraud.

As discussed in Note 2.7 to our audited interim combined financial statements, subsequent to the issuance, but prior to the public dissemination, of our audited combined financial statements as at and for the nine months ended September 30, 2015, we determined that certain cash outflows on the interim combined statement of cash flows that were classified as investing activities were in fact associated with our financing activities. As a result of the classification error, we have restated our September 30, 2015 interim combined financial statements to correct such error in the presentation of the interim combined statement of cash flows.

Our internal controls over financial reporting are not currently required to meet, and do not currently meet, all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with Section 404 beginning with our annual report for the 2016 fiscal year. Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. Although we have not yet tested our internal controls in accordance with Section 404, we believe that we have a material weakness in our internal controls over financial reporting that resulted in the error described above. A “material weakness” is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented, or detected on a timely basis.

We have taken remedial measures to correct the error described above and strengthen the control environment. However, failure to remediate this or other material weaknesses adequately or in a timely manner, could impact the reliability of our financial statements and we or our independent registered public accounting firm may not be able to certify as to the adequacy of our internal controls over financial reporting when we and they are required to do so. If not remediated, matters impacting our internal controls over financial reporting may cause us to be unable to prevent fraud or report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules or litigation, and this could have a material adverse effect on us and our securities.

Risks Related to the Spin-Off

There may not be a liquid market for our shares.

There is currently no public market for our shares. It is expected that our shares will be listed on the Chilean Stock Exchanges and our ADSs will be listed on the NYSE after the effectiveness of the Spin-Off. There can be no assurance as to the liquidity of any markets that may develop for our shares or ADSs or the price at which our shares or ADSs may trade. Also, the liquidity and the market for our shares or ADSs may be affected by a number of factors including variations in exchange and interest rates, the deterioration and volatility of the markets for similar securities and any changes in our liquidity, financial condition, creditworthiness, results and profitability and uncertainty with respect to the consummation of the Merger. As a result, the initial trading prices of our shares and ADSs may not be indicative of future trading prices. In addition, trading volumes of our shares and ADSs, in the aggregate, may be significantly less liquid than trading volumes of Enersis’ shares and ADSs before the Spin-Off.

Enersis’ historical performance may not be representative of our performance as a separate company.

Our combined financial statements are based on the historical results of operations and historical bases of the assets and liabilities of the former Chilean businesses of Enersis. Our historical performance might have been different if it had been a separate, entity during the periods presented. The historical carve-out financial information included in this information statement is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future. There may be changes that will occur in our cost structure,

 

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funding and operations as a result of our separation from Enersis, including increased costs associated with reduced economies of scale, and increased costs associated with being a stand-alone publicly traded company.

We may face difficulty in financing our operations and capital expenditures following the Spin-Off, which could have an adverse impact on our business and results.

We may need to incur debt or issue additional equity in order to fund working capital and capital expenditures or to make acquisitions and other investments following the Spin-Off. There can be no assurance that debt or equity financing will be available to us on acceptable terms, if at all. As a result of the Spin-Off, it may also become more expensive for us to raise funds through the issuance of debt than it was prior to the consummation of the Spin-Off. If we are not able to obtain sufficient financing on attractive terms, it could have a material adverse effect on our business, results of operations and financial condition.

There is no guarantee that the conditions precedent to the Spin-Off will be satisfied.

The Spin-Off will not become effective unless the conditions precedent are satisfied, including the receipt of certain regulatory approvals and the absence of any order or injunction prohibiting the consummation of the Spin-Off. The conditions precedent include matters beyond the control of Enersis Américas, such as approval of the concurrent spin-off of Endesa Américas by the shareholders of Endesa Chile. There can be no assurance that such conditions precedent will be satisfied. Any delay or the inability to satisfy the conditions precedent may prevent the effectiveness of the Spin-Off.

The Spin-Off and the Reorganization may be subject to judicial or administrative injunctions.

AFP Habitat and AFP Capital, which are shareholders of Enersis and Endesa Chile, brought action in the Santiago Court of Appeals in order to block the Reorganization. The matter is pending resolution. It is possible that additional actions may be brought by shareholders, bondholders, regulators or others seeking to enjoin the Spin-Off or the Reorganization. Any litigation may delay the Spin-Off and the Reorganization, distract management, divert resources, result in negative publicity or otherwise negatively affect the Spin-Off and the Reorganization.

 

  Item 4. Information on the Company

 

  A. History and Development of the Company.

In this “History and Development of the Company” section, references (i) to “we”, “us” and “our” are to the Chilean Business of Enersis prior to the Spin-Off, and to Enersis Chile after the Spin-Off, (ii) to Endesa Chile are to the Chilean business of Endesa Chile prior to the spin-off of Endesa Américas by Endesa Chile, and to Endesa Chile after such spin-off, and (iii) to Chilectra are to the Chilean business of Chilectra prior to the spin-off of Chilectra Américas by Chilectra, and to Chilectra Chile after such spin-off.

History

We expect that we will register our common stock in Chile with the SVS and in the United States with the SEC during the first quarter of 2016.

Our contact information in Chile is:

 

Street Address:    Santa Rosa 76, Santiago, Código Postal 8330099, Chile
Telephone:    (56-2) 2353-4639
Web site:    www. enersischile.cl

We are primarily engaged in the generation and distribution of electricity in Chile. We trace our origins to Compañía Chilena de Electricidad Ltda. (“CCE”), which was formed in 1921 as a result of the merger of Chilean

 

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Electric Tramway and Light Co., founded in 1889, and Compañía Nacional de Fuerza Eléctrica (“CONAFE”), with operations dating back to 1919. In 1970, the Chilean government nationalized CCE. During the 1980s, the sector was reorganized through the Chilean Electricity Law, CCE’s operations were divided into one generation company, a currently unrelated company, and two distribution companies, one with a concession in the Valparaíso Region, and the other, our predecessor company, with a concession in the Santiago metropolitan region. From 1982 to 1987, the Chilean electric utility sector went through a process of re-privatization. In August 1988, our predecessor company changed its name to Enersis S.A. and became the new parent company of Distribuidora Chilectra Metropolitana S.A., later renamed Chilectra S.A. In the 1990s, we diversified into electricity generation and transmission through our increasing equity stakes in Endesa Chile.

As of September 30, 2015, we had 6,351 MW of installed capacity with 111 generation units in Chile, combined assets of Ch$ 5,149.3 billion and operating revenues of Ch$ 1,762.2 billion.

Capital Investments, Capital Expenditures and Divestitures

We coordinate our overall financing strategy, including the terms and conditions of loans and intercompany advances entered into by our combined entities, in order to optimize debt and liquidity management. Generally, our operating combined entities independently plan capital expenditures financed by internally generated funds or direct financings. One of our goals is to focus on investments that will provide long-term benefits, such as energy loss reduction projects. Although we have considered how these investments will be financed as part of our budget process, we have not committed to any particular financing structure, and investments will depend on the prevailing market conditions at the time the cash flows are needed.

Our investment plan is flexible enough to adapt to changing circumstances by giving different priorities to each project in accordance with profitability and strategic fit. Investment priorities are currently focused on developing additional hydroelectric and thermal capacity to guarantee adequate levels of reliable supply while remaining focused on the environment.

For the 2016-2020 period, we expect to make capital expenditures of Ch$ 1,298 billion in our combined entities, related to investments currently in progress, maintenance of our distribution network, maintenance of existing generation plants and in the studies required to develop other potential generation projects. For further detail regarding these projects please see “Item 4. Information on the Company— D. Property, Plant and Equipment— Projects Under Development.”

The table below sets forth the expected capital expenditures for the 2016-2020 period and the capital expenditures incurred by our combined entities for the nine months ended September 30, 2015 and for the years ended December 31, 2014 and 2013:

 

     Estimated
2016-2020
     September
2015
     December
2014
     December
2013
 
     (in millions of Ch$)  

Capital Expenditure(1)

     1,297,938         252,814         196,932         128,239   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Capex amounts represent effective payments for each year, except for future projections.

Capital Expenditures for the nine months ended September 30, 2015 and the years ended December 31, 2014 and 2013

Our capital expenditures in the last three years were related principally to the 350 MW Bocamina II power plant and and the 150 MW Los Cóndores power plant. Bocamina II began commercial operations in October 2012. Subsequently, Bocamina II suspended operations in December 2013 due to environmental injunctions and reassumed operations in July 2015. Los Cóndores is a hydroelectric project, which began construction in 2014 with completion expected in 2018.

 

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Investments currently in progress

Our material plans in progress include the 150 MW Los Cóndores project described above. Finally, we plan to continue to expand distribution services and reduce energy losses to improve the efficiency and profitability of our distribution operations in all the countries in which we operate.

Projects in progress will be financed with resources provided by external financing as well as internally generated funds for each of the projects described.

 

B. Business Overview.

In this “Business Overview” section, references to “we”, “us” and “our” are to the Chilean Business of Enersis prior to the Spin-Off, and to Enersis Chile after the Spin-Off.

We have combined operations in Chile. Our core businesses are electricity generation and distribution. We also participate in other activities which are not part of our core business. Since these non-core activities represent less than 1% of our 2015 revenues, we do not report them as separate business in this information statement or in our combined financial statements.

The table below presents our revenues by operating segment:

 

     Nine months ended
September 30,
     Year ended
December 31,
 

Revenues

   2015     2014     Change
2015 vs. 2014
     2014     2013     Change
2014 vs. 2013
 
           (unaudited)                           
     (in millions of Ch$)     (in %)      (in millions of Ch$)     (in %)  

Generation

     1,131,407        876,113        29.14         1,220,566       959,787        27.17   

Distribution

     930,399        830,888        11.98         1,127,893       975,024        15.68   

Other businesses and intercompany transaction adjustments

     (299,607     (208,138     43.95         (299,393     (196,728     52.19   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total net revenues

     1,762,199        1,498,862        17.57         2,049,065        1,738,083        17.89   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

For further financial information related to our businesses, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results” and Note 35 of the Notes to our interim combined financial statements.

Electricity Generation Business Segment

For the nine months ended September 30, 2015, electricity generation represented 55% of our operating revenues and 67% of our operating income before combination adjustments. For the year 2014, electricity generation represented 52% of our operating revenues and 61% of our operating income before combination adjustments.

Our total installed capacity as of both September 30, 2015 and December 31, 2014, was 6,351MW, a 781 MW increase compared to December 31, 2013, due to the additional 781 MW of capacity of GasAtacama.

Our combined electricity sales for the nine months ended September 30, 2015 were 17,311 GWh and our production was 13,382 GWh, a 14.9% increase and a 2.9% increase, respectively, compared to the same period of 2014. Our combined electricity sales in 2014 were 21,157 GWh and our production was 18,063 GWh, a 3.7% increase and a 7.0% decrease, respectively, compared to 2013.

 

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The following tables summarize the information relating to our electricity generation:

ELECTRICITY DATA(1)

 

     Nine months ended
September 30,
     Year ended
December 31,
 
     2015      2014      2014      2013  

Number of generating units(2)(3)

     111         111         111         105   

Installed capacity (MW)(3)(4)

     6,351         6,351         6,351         5,571   

Electricity generation (GWh)

     13,382         12,995         18,063         19,438   

Energy sales (GWh)

     17,311         15,063         21,157         20,406   

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.
(2) For details on generation facilities, see “Item 4. Information on the Company — D. Property, Plant and Equipment — Property, Plant and Equipment of Generating Companies.”
(3) The Bocamina II TV2 generation unit in Chile has been combined since April 2012.
(4) Total installed capacity is defined as the maximum capacity (MW), under specific technical conditions and characteristics. In most cases, installed capacity is confirmed by satisfaction guarantee tests performed by equipment suppliers. Figures may differ from installed capacity declared to governmental authorities and customers, according to criteria defined by such authorities and relevant contracts.

In the electricity industry, it is common to segment the business into hydroelectric and thermoelectric generation, because each type of generation has significantly different variable costs. Thermoelectric generation requires the purchase of fuel, which leads to a high variable costs compared with hydro generation from reservoirs or rivers that have no marginal costs. Of our total combined generation in 2014, 64.0% was from hydroelectric sources, 35.1% from thermal sources, and less than 1% from wind energy, which is generated by the Canela I and Canela II wind farms, subsidiaries of Celta.

Of our total combined generation during the nine months ended September 30, 2015, 57.5% was from hydroelectric sources, 41.5% from thermal sources, and 1% from wind energy.

The following table summarizes our combined generation by type of energy:

COMBINED GENERATION BY TYPE OF ENERGY (GWh)

 

     Nine months ended
September 30,
     Year ended December 31,  
     2015      2014      2014      2013  
     Generation      %      Generation      %      Generation      %      Generation      %  

Hydroelectric

     7,699         57.5         7,831         60.5         11,561        64.0         9,889        50.9   

Thermal (1)

     5,552         41.5         5,021         38.6         6,344        35.1         9,404        48.4   

Other generation (2)

     130         1.0         143         0.8         158        0.9         145        0.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     13,382         100         12,995         100         18,063        100         19,438        100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.
(2) Other generation refers to the generation from the Canela and Canela II wind farms.

The potential for contracting electricity is generally related to electricity demand. Customers identified as small volume regulated customers, including residential customers, are subject to government regulated electricity tariffs, and must purchase electricity directly from a distribution company. These distribution companies, which purchase large amounts of electricity for small volume residential customers, generally enter into contractual agreements with generators at a regulated tariff price. Those identified as large volume industrial customers also enter into contractual agreements with energy suppliers. However, such large volume industrial

 

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customers are not subject to the regulated tariff price. Instead, these customers are allowed to negotiate the energy price with generators based on the characteristics of the service required. Finally, the pool market, where energy is normally sold at the spot price, is not carried out through contracted pricing.

The following table contains information regarding our combined sales of electricity by type of customer for each of the periods indicated:

ELECTRICITY SALES BY CUSTOMER TYPE (GWh)(1)

 

     Nine months ended
September 30,
     Year ended December 31,  
     2015      2014      2014      2013  
     Sales      %      Sales      %      Sales      %      Sales      %  

Regulated customers

     13,053         75.4         11,753         78.0         15,838         74.9         14,796         72.5   

Unregulated customers

     3,103         17.9         2,858         19.0         4,065         19.2         4,185         20.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contracted sales(2)

     16,156         93.3         14,611         97.0         19,903         94.1         18,981         93.0   

Electricity pool market sales

     1,155         6.7         452         3.0         1,254         5.9         1,425         7.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     17,311         100         15,063         100         21,157         100         20,406         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.
(2) Includes the sales to distribution companies not backed by contracts.

Specific energy consumption limits (measured in GWh) for regulated and unregulated customers are established. Moreover, regulatory frameworks often require that regulated distribution companies have contracts to support their commitments to small volume customers and also determine which customers can purchase energy in electricity pool markets.

In terms of expenses, the primary variable costs involved in the electricity generation business, in addition to the direct variable cost of generating hydroelectric or thermal electricity such as fuel costs, are energy purchases and transportation costs. During periods of relatively low rainfall conditions, the amount of our thermal generation increases. This involves an increase of the total fuel cost and the costs of its transportation to the thermal generation power plants. Under drought conditions, electricity that we have contractually agreed to provide may exceed the amount of electricity that we are able to generate, which requires us to purchase electricity in the pool market at spot prices in order to satisfy our contractual commitments. The cost of these purchases at spot prices may, under certain circumstances, exceed the price at which we sell electricity under contracts and, therefore, may result in a loss. We attempt to minimize the effect of poor hydrological conditions on our operations in any year by limiting our contractual sales requirements to a quantity that does not exceed the estimated production in a dry year. To determine an estimated production in a dry year, we take into consideration the available statistical information concerning rainfall, hydrological levels, and the capacity of key reservoirs. In addition to limiting contracted sales, we may adopt other strategies including installing temporary thermal capacity, negotiating lower consumption levels with unregulated customers, negotiating with other water users and including pass-through cost clauses in contracts with customers.

Seasonality

While our core businesses are subject to weather patterns, generally only extreme events such as prolonged droughts, which may adversely affect our generation capacity, rather than seasonal weather variations, may materially affect our operating results and financial condition.

The distribution business is directly influenced by seasonal changes in energy demand. Although the price at which a distribution company purchases electricity can change seasonally and has an impact on the price at

 

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which it is sold to end users, it does not have an impact on our profitability since the cost of electricity purchased is passed to end users through tariffs that are set for multi-year periods. During 2015, the effects of average temperatures (neither extremely cold nor hot) in Santiago negatively impacted our residential customers’ per capita consumption, which represented 28% of our electricity sales for the nine months ended September 30, 2015. Moderate temperatures reduce the need for heating and air conditioning. Lower economic activity was reflected in the consumption of the commercial and industrial segments. The month with the greatest energy demand typically is July (9% higher than the yearly average), due to heating in winter, and the month with the lowest consumption is typically February (9% less than the yearly average) due to it having fewer days and because many residential customers are on vacation outside our concession area in summer, resulting in lower economic activity.

The generation business is also affected by seasonal changes throughout the year. During normal hydrological years, snow melts typically occur during the warmer months of October through March. These snow melts increase the level in our reservoirs. The months with most precipitation are typically May through August.

When there is more precipitation hydroelectric generating facilities can accumulate additional water to be used for generation. The increased level of our reservoirs allows us to generate more electricity with hydro power plants during months in which marginal electricity costs are lower.

In general, hydrological conditions such as droughts and insufficient rainfall adversely affect our generation capacity. For example, severe prolonged drought conditions or reduced rainfall levels in Chile caused by the El Niño phenomenon reduces the amount of water that can be accumulated in reservoirs, thereby curtailing our hydroelectric generation capacity. In order to mitigate hydrological risk, hydroelectric generation may be substituted with thermal generation (natural gas, LNG, coal or diesel) and energy purchases on the spot market, both of which could result in higher costs, in order to meet our obligations under contracts with both regulated and unregulated customers.

Operations

We own and operate a total of 111 generation units through Endesa Chile, Pehuenche, Celta and GasAtacama. Of these generation units, 38 are hydroelectric, with a total installed capacity of 3,456 MW. This represents 54.4% of our total installed capacity. There are 22 thermal generation units that operate with gas, coal or oil with a total installed capacity of 2,808 MW, representing 44.2% of our total installed capacity. There are 51 wind powered generation units with an aggregate installed capacity of 87 MW representing 1.4% of our total installed capacity. All of our generation units are connected to the SIC except for two of Celta’s thermoelectric generation units and six of GasAtacama’s thermoelectric generation units which are connected to the Northern Interconnected System (“SING”) in northern Chile.

For information on the installed generation capacity for each of our combined entities, see “Item 4. Information on the Company — D. Property, Plant and Equipment.”

Our total electricity generation (including the SIC and the SING) accounted for 25.8% of total gross electricity production in Chile during 2014, 25.0% during the first nine months of 2015, and 25.8% for the first nine months of 2014.

 

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The following table sets forth the electricity generation for each of our Chilean generation companies:

ELECTRICITY GENERATION BY COMPANIES (GWh)

 

     Nine months ended
September 30,
     Year ended
December 31,
 
     2015      2014      2014      2013  

Endesa Chile

     7,890         7,565         10,092        11,967  

Pehuenche

     1,766         1,772         2,902        2,565  

San Isidro(1)

     —           —           —          2,546  

Celta(1)

     2,738         3,405         4,553        1,564  

Endesa Eco(1)

     —           —           —          796  

GasAtacama(2)

     988         253         516        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     13,382         12,995         18,063        19,438  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The electricity generation difference from 2013 to 2014 was primarily due to the merger of San Isidro into Endesa Eco on September 1, 2013, as well as the subsequent merger of Endesa Eco into Celta on November 1, 2013.
(2) GasAtacama has been combined by Endesa Chile since May 2014.

The energy equivalent in reservoirs reached 3,886 GWh in 2014, an increase of 659 GWh, or 20%, compared to 2013 (3,227 GWh).

The energy equivalent in reservoirs reached 3,721 GWh for the nine months ended September 30, 2015, an increase of 554 GWh, or 18%, compared to the same period in 2014 (3,167 GWh).

Generation by type is shown in the following table:

ELECTRICITY GENERATION BY TYPE (GWh)

 

     Nine months ended September 30,      Year ended December 31,  
     2015      2014      2014      2013  
     Generation      %      Generation      %      Generation      %      Generation      %  

Hydroelectric generation

     7,529        56.3        7,653         58.9        11,272        62.4         9,617        49.5  

Thermal generation (1)

     5,552        41.5        5,021         38.6        6,344        35.1         9,404        48.4  

Wind generation–NCRE (2)

     93        0.7        109         0.8        158        0.9         145        0.7  

Mini-hydro generation – NCRE (3)

     209        1.6        211         1.6        289        1.6         272        1.4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total generation

     13,382        100        12,995         100        18,063        100         19,438        100  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.
(2) Refers to the generation from the Canela and Canela II wind farms.
(3) Refers to the generation from Palmucho and the Ojos de Agua mini-hydroelectric plants.

Our thermal electric generation facilities use LNG, coal and to a lesser extent, diesel.

Endesa Chile’s contract for LNG is the largest supply contract and it is based on long-term agreements with Quintero LNG Terminal (“GNLQ”) for regasification services and British Gas for supply. In July 2013, Endesa Chile and British Gas renegotiated their LNG Sale and Purchase Agreement which modified some conditions of the original contract. Our current LNG Sale and Purchase Agreement with British Gas runs through 2030 and is indexed to the Henry Hub/Brent commodity prices. The Company receives 29.7 TBtu of gas annually, and the

 

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contract provides the flexibility to purchase between 23.6 and 24.6 TBtu in addition, if needed. There are contingencies in the contract that would allow for cancellation (for a fee), and deviations, under certain conditions. The Company is not dependent on any one particular source of LNG, as long as the LNG meets the contracted specifications.

Our thermal electric generation facilities use LNG, coal and to a lesser extent, diesel. This allows us to use other fuels if the price of LNG is too high, if there is a shortage of supply, or there is another circumstance that makes LNG unavailable.

Our Terminal Use Agreement, through GNLQ, is the most relevant for Endesa Chile’s LNG supply and is sufficient to meet its current needs. This contract runs through 2035, has a fixed pricing structure of 10% return on assets plus a marketing fee and allows Endesa Chile, through GNL Chile, access to additional supply from the spot market, if needed.

These contracts allow Endesa Chile to secure its long-term LNG supply at competitive prices, with significant flexibility and the addition of new capacity sufficient for its current and potential needs.

Endesa Chile also exercised a priority right to purchase additional regasification capacity as part of an expansion of GNLQ. This has allowed Endesa Chile to increase its regasification capacity from 3.2 million cubic meters per day to 5.4 million cubic meters per day as of the date of this information statement. This additional capacity will allow Endesa Chile’s San Isidro and Quintero facilities to provide additional thermal generation, to secure the regasification for future power plants, as well as develop new businesses, such as the tolling agreement signed with Gener during 2015, which has allowed Endesa Chile to utilize Gener’s Nueva Renca combined-cycle power plant to generate electricity with its LNG.

Endesa Chile has also contracted capacity in the LNG truck loading facility (“TLF”) in GNLQ, allowing it to sell natural gas to industrial customers. In August 2014, the first load of LNG was successfully delivered to MAERSK’s satellite regasification facility. During 2014, a 20-year sale and purchase agreement was signed with GasValpo (a gas distribution company) to distribute natural gas using the TLF for new customers in various cities in Chile. The first stage started its operations during August 2015, supplying the city of Talca (270 km south of Santiago). Other plants are currently in advanced construction and will begin operation before the end of 2015.

In January 2015 an agreement with Intergas (gas distribution company) was signed to supply LNG by trucks to the city of Temuco (700 km south of Santiago). This supply arrangement will start during first quarter of 2016.

Between January and September 2015, four loads of coal were received by the Tarapacá power plant (206 kilotons total). These deliveries were deferred according to the terms of the Coal Sale and Purchase Agreement entered into in September 2013 between Endesa Chile and Endesa Generación S.A., a Spanish subsidiary of Enel, to supply the Bocamina I and II units, which were stopped for 8 and 18 months respectively, until July 2015, due to judicial issues affecting the power plants during 2013 and 2014. The cost associated with these deferrals was approximately US$ 760,000.

Under Chilean law, power generation companies must demonstrate that a minimum amount of their energy sales are from NCRE. Currently, our Canela wind farm, Ojos de Agua mini-hydroelectric plant and 40% of the installed capacity of our Palmucho mini-hydroelectric plant qualify as NCRE facilities. We fully complied with this obligation during 2014. The additional cost of generating electricity using NCRE facilities is being charged as a pass-through in our new contracts, which mitigates the impact to our operating income.

 

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Total industry electricity sales in Chile increased 2.6% during 2014, with a sales increase of 2.6% in the SIC and of 2.5% in the SING, as detailed in the following table and 2.7% during the first nine months of 2015, with a sales increase of 1.3% in the SIC and of 6.9% in the SING, as detailed in the following table:

ELECTRICITY SALES PER SYSTEM (GWh)

 

     Nine months ended
September 30,
     Year ended December 31,  
     2015      2014          2014              2013      

Electricity sales in the SIC

     37,119         36,628         49,066        47,831  

Electricity sales in the SING

     12,491         11,683         15,785        15,399  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     49,609         48,311         64,851        63,230  
  

 

 

    

 

 

    

 

 

    

 

 

 

For the nine months ended September 30, 2015, our electricity sales reached 17,311 GWh compared to 15,063 GWh during the same period of 2014, which represented 34.9% and 31.2% market shares, respectively. The percentage of the energy purchases needed to comply with our contractual obligations to third parties increased from 13.7% as of September 30, 2014 to 22.7% as of September 30, 2015, as a consequence of the decrease of our electricity generation.

Our electricity sales reached 21,157 GWh in 2014 and 20,406 GWh in 2013, which represented 32.6% and 32.2% market shares, respectively. The percentage of energy purchases needed to comply with our contractual obligations to third parties increased from 4.7% in 2013 to 14.6% in 2014 as a consequence of the decrease of our electricity generation.

The following table sets forth our electricity generation and purchases:

ELECTRICITY GENERATION AND PURCHASES (GWh)(1)

 

     Nine months ended
September 30,
     Year ended December 31,  
     2015      2014      2014      2013  
     (GWh)      %
of Volume
     (GWh)      %
of Volume
     (GWh)      %
of Volume
     (GWh)      %
of Volume
 

Electricity generation

     13,382        77.3        12,995        86.3        18,063        85.4        19,438        95.3  

Electricity purchases

     3,929        22.7        2,069        13.7        3,094        14.6        968        4.7  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     17,311        100        15,063        100        21,157        100        20,406        100  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.

We supply electricity to the major regulated electricity distribution companies, large unregulated industrial firms (primarily in the mining, pulp and steel sectors) and the pool market. Commercial relationships with our customers are usually governed by contracts. Supply contracts with distribution companies must be auctioned, and are generally standardized with an average term of ten years.

Supply contracts with unregulated customers (large industrial customers) are specific to the needs of each customer, and the conditions are agreed between both parties, reflecting competitive market conditions.

During the nine months ended September 30, 2015, Endesa Chile had 41 customers, including 18 distribution companies in the SIC and 23 unregulated customers.

In 2014, our customers included 18 distribution companies in the SIC and 28 unregulated customers. Endesa Chile had 46 customers in 2014 and 50 customers in 2013.

 

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The following table sets forth information regarding our electricity sales by type of customer:

ELECTRICITY SALES PER CUSTOMER SEGMENT (GWh)(1)

 

     Nine months ended
September 30,
     Year ended December 31,  
     2015      2014      2014      2013  
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
     Sales      % of
Sales
Volume
 

Regulated customers

     13,053        75.4         11,753        78.0        15,838         74.9        14,796        72.5  

Unregulated customers

     3,103        17.9         2,858        19.0        4,065         19.2        4,185        20.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contract sales

     16,156        93.3         14,611        97.0        19,903         94.1        18,981        93.0  

Electricity pool market sales

     1,115        6.7         452        3.0        1,254         5.9        1,425        7.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total electricity sales

     17,311        100        15,063        100        21,157         100        20,406        100  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The 2014 and 2015 data includes GasAtacama, which has been combined since May 2014.

The most significant supply contracts with regulated customers are with our combined entity Chilectra S.A. and with Compañía General de Electricidad S.A. (“CGE”), an unaffiliated entity. These are the two largest distribution companies in Chile in terms of sales.

The following table sets forth Endesa Chile’s public contracts with electricity distribution companies in the SIC for their regulated customers as of December 31, 2014:

 

    Year ended December 31,  
    (in GWh)  

Company

    2015        2016        2017        2018        2019        2020        2021        2022        2023        2024        2025        2026        2027   

Chilectra

    6,498        7,009        7,384        7,733        7,743        7,743        6,772        5,086        3,838        3,838        3,103        1,485        1,485   

CGE

    6,003        7,144        7,083        7,039        7,092        6,223        6,200        4,746        4,644        4,611        423        —          —     

Chilquinta

    1,507        1,564        1,662        1,747        1,810        1,815        1,817        1,820        1,822        1,097        340        324        —     

Saesa

    3,006        2,451        2,421        2,365        2,299        798        798        798        798        798        159        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    17,013       18,167       18,550       18,885       18,944       16,580       15,588       12,450       11,102       10,344       4,026       1,809       1,485  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Our generation contracts with unregulated customers are generally on a long-term basis and typically range from five to fifteen years. Such contracts are usually automatically extended at the end of the applicable term, unless terminated by either party upon prior notice. Some include a price adjustment mechanism in the case of high marginal costs, and therefore, reduces the hydrological risk. Contracts with unregulated customers may also include specifications regarding power sources and equipment, which may be provided at special rates, as well as provisions for technical assistance to the customer. We have not experienced any supply interruptions under our contracts. If we experienced a force majeure event, as defined in the contract, we are allowed to reject purchases and we have no obligation to supply electricity to our unregulated customers. Disputes are typically subject to binding arbitration between the parties, with limited exceptions.

For both the nine months ended September 30, 2015 and the year ended December 31, 2014, Endesa Chile’s principal distribution customers were (ordered alphabetically): CGE, Chilectra, Chilquinta, Emel group and Saesa group, and Endesa Chile’s principal unregulated customers were (ordered alphabetically): Caserones, Compañia Minera Carmen de Andacollo, Compañia Minera Collahuasi, Grupo CAP-Companía Minera de Pacifico and Minera Valle Central.

We compete in the SIC primarily with two generation companies, Colbún S.A. (“Colbún”) and Gener. According to the CDEC-SIC in 2014, in the SIC, Colbún had an installed capacity of 3,305 MW, of which 52.0% was thermoelectric and Gener and its subsidiaries had an installed capacity of 2,632 MW, of which 89.2% was

 

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thermoelectric, and in addition, there were a number of smaller entities with an aggregate installed capacity of 3,857 MW that generate electricity in the SIC. According to the CDEC-SIC, as of September 30, 2015, Colbún and Gener’s capacity and electricity type data were substantially the same as for December 2014. In addition, there are a number of smaller entities with an aggregate installed capacity of 4,480 MW that generate electricity in the SIC.

As of December 31, 2014, our primary competitors in the SING were E-CL (GDF Suez Group) and Gener, which have 2,147 MW and 1,465 MW of installed capacity, respectively. As of September 30, 2015, our primary competitors in the SING were E-CL (GDF Suez Group) and Gener, which have 2,147 MW and 822 MW of installed capacity, respectively. Our direct participation in the SING includes our 182 MW Tarapacá thermal plant, owned by our combined entity Celta, and the 781 MW GasAtacama thermal plant.

Electricity generation companies compete largely on the basis of price, technical experience and reliability. In addition, because 64.3% of our installed capacity in the SIC is from hydroelectric power plants, we have lower marginal production costs than companies generating electricity through thermal plants. Our installed thermal capacity benefits from access to gas from GNLQ. However, during periods of extended droughts, we may be forced to buy more expensive electricity from thermoelectric generators at spot prices in order to comply with our contractual obligations.

Directly and through our combined entities, we are the principal generation operator in the SIC, with 35.0% of the total installed capacity and 40.0% of the electricity energy sales of this system in 2014. As of September 30, 2015, we had 34.2% of the total installed capacity and represented 41.6% of the electricity energy sales in the system.

In the SING, our combined entities, Celta and GasAtacama, accounted for 20.4% of the total installed capacity and 10.0% of the electricity energy sales of this system in 2014. As of September 30, 2015, Celta and GasAtacama, accounted for 23.2% of the total installed capacity and 14.9% of the electricity energy sales in the system.

Electricity Distribution Business Segment

Our electricity distribution business is conducted through Chilectra. For the nine months ended September 30, 2015, electricity sales increased by 1.3% compared to the same period of 2014, totaling 11,943 GWh. For more information on energy sales by our distribution businesses for the last five fiscal years, see “Item 3. Key Information — A. Selected Financial Data”.

Chilectra

Chilectra is one of the largest electricity distribution companies in Chile in terms of the number of regulated customers, distribution assets and energy sales. Our economic interest in Chilectra is 99.1%. Chilectra operates in a concession area of 2,105 square kilometers, under an indefinite concession granted by the Chilean government. Chilectra transmits and distributes electricity in 33 municipalities of the Santiago metropolitan region. Its service area is primarily defined as a densely populated area under the Chilean tariff regulations, which govern electricity distribution companies and includes all residential, commercial, industrial, governmental, and toll customers. The Santiago metropolitan region, the capital of Chile, is the country’s most densely populated area and has the highest concentration of industries, industrial parks and office facilities in the country. As of September 30, 2015, Chilectra distributed electricity to approximately 1.8 million customers. Its energy losses were 5.5% during the first nine months of both 2015 and 2014.

For the first nine months of 2015, residential, commercial, industrial and other customers, who are primarily public and municipal, represented 28%, 32%, 17% and 24%, respectively, of Chilectra’s total energy sales of 11,943 GWh, which is an increase of 1.3% in comparison with the first nine months of 2014.

 

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The following table sets forth Chilectra’s principal operating data for each of the periods indicated:

 

     Nine months period ended
September 30,
    Year ended December 31,  
         2015             2014             2014             2013      

Electricity sales (GWh)

     11,943        11,783        15,690        15,140   

Residential

     3,290        3,224        4,256        4,048   

Commercial

     3,850        3,694        4,983        4,627   

Industrial

     1,986        2,100        2,818        2,903   

Other customers(1)

     2,816        2,765        3,633        3,563   

Number of customers (thousands)

     1,772        1,727        1,737        1,694   

Residential

     1,585        1,545        1,555        1,516   

Commercial

     138        135        135        132   

Industrial

     12        12        12        12   

Other customers

     37        35        35        34   

Energy purchased (GWh)(2)

     12,630        12,469        16,572        15,990   

Total energy losses (%)(3)

     5.5     5.5     5.3     5.3

 

(1) The data for other customers includes tolls.
(2) During 2014, 49% of electricity purchased was acquired from Endesa Chile, and 29.4% in 2013.
(3) Energy losses are calculated as the percent difference between energy purchased and energy sold (GWh) within a given period. Losses in distribution arise from illegally tapped lines as well as technical losses.

For the nine months ended September 30, 2015, Chilectra’s principal unregulated customers were (ordered alphabetically): Aguas Andinas S.A., Cencosud, El Mercurio S.A, Esco Elecmetal, Gerdau Aza S.A., Goodyear Chile S.A.C.I., Linde Gas Chile S.A. (formerly Aga S.A.), Mall Plaza S.A., Metro S.A., Nestlé Chile S.A, Papeles Cordillera S.A. (CMPC), Praxair Chile S.A., Sca Chile S.A. (formerly Papeles Industriales S.A.), SCL Terminal Aéreo Santiago, Telefónica Chile S.A., Walmart Chile S.A. and Watt’s S.A.

For the nine months ended September 30, 2015, the collection rate was 96.7%, compared to 99.6% during the same period in 2014.

For the supply to regulated distribution customers, Chilectra has entered into contracts with the following generation companies: Endesa Chile, Gener, Colbún, Guacolda S.A. and Panguipulli S.A. In 2014, the distribution companies of the SIC jointly submitted a 5,000 GWh/year bid for the period of 2014 through 2025. In August 2014, Chilectra was awarded 15% of the electricity supply in the bidding process held by Endesa Chile. Additionally, the distribution companies of the SIC jointly submitted a second bid with energy requirements of 11,000 GWh/year for the period of 2016 through 2033. In December 2014, Chilectra was awarded 92% of the electricity supply in the bidding process held by the following companies: E.E Carén S.A., Santiago Solar S.A., Acciona Energía Chile SpA, E-CL S.A., Central El Campesino S.A., Norvind S.A. and Abengoa Chile S.A.

For the supply to unregulated distribution customers, Chilectra has contracts with the following generation companies: Duke Energy International Duqueco SpA, Colbún , Hidroeléctrica La Higuera S.A., Hidroeléctrica La Confluencia S.A., Guacolda S.A., Pacific Hydro Chacayes S.A. and Enel Green Power Chile Ltda, a subsidiary of our controlling company.

Non-Electricity Businesses

Servicios Informáticos e Inmobiliarios Ltda.

Servicios Informáticos e Inmobiliarios Ltda. (“SIEI”), a wholly-owned combined entity, is a business consultancy in technology, information and computer services, telecommunications, data transmission and develops real estate projects in Chile. It accounts for less than 1% of our revenues, income and assets.

 

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CHILEAN ELECTRICITY INDUSTRY REGULATORY FRAMEWORK

The following chart shows a summary of the main characteristics of the Chilean electricity regulatory framework by business.

 

Gx

  Unregulated Market   Spot markets with costs audited by the regulator
  Regulated   Node Price public auction up to 20 years
  Capacity  

Income based on contributions

during peak demand

Tx   Features  

Public - Open Access - Regulated Tariff

Monopoly Regime for Transmission System Operators (“TSOs”)

Dx   Law  

Administrative Concession

(indefinite)

  Expansion   Undefined
  Tariff review   4 years
Cx   Unregulated Agents   > 0.5 MW
  Liberalized (%)   ≈ 30%

 

Gx: Generation   Tx: Transmission   Dx: Distribution   Cx: Trading

Industry Overview

Industry Structure

The Chilean electricity industry is divided into three business segments: generation, transmission and distribution. These business segments are carried out by publicly-owned private sector companies. The state’s role is circumscribed to regulation, supervision and indicative investment planning through non-binding recommendations in the case of the generation and transmission businesses, with the exception of the main transmission system in which indicative planning is binding as well as part of the bidding processes for its construction.

The following chart shows the relationships among the various participants in the Chilean electricity market:

 

LOGO

 

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The generation segment comprises a group of electricity companies that own generating plants, whose energy is transmitted and distributed to end customers. This segment is characterized by being a competitive market which operates under market-driven conditions. Generation plants sell their production to distribution companies, unregulated customers and other generation companies, and their surpluses on the spot market.

The transmission system is comprised of a combination of lines, substations and equipment for the transmission of electricity from the production points (generators) to the centers of consumption or distribution. Transmission in Chile is defined as lines or substations with a voltage or tension higher than 23 kV. The transmission system is open access, and transmission companies may impose rights of way over the available transmission capacity through the payment of tolls.

The distribution segment is defined for regulatory purposes as all electricity supplied to end customers at a voltage no higher than 23 kV. Distribution companies operate under a distribution public utility concession regime, with service obligations and regulated tariffs for supplying regulated customers.

Customers are classified according to their amount of demand, as follows: (i) unregulated customers with connected capacity of over 2,000 kW; (ii) regulated customers with connected capacity of no more than 500 kW; and (iii) customers that choose either a regulated-tariff or an unregulated regime, for a minimum period of four years in each regime, available to customers whose connected capacity falls in the range of 500 kW to 2,000 kW. In January 2015, the Chilean Congress approved a reform of the procurement system contained in the Chilean Electricity Law (described below), which becomes effective in 2019 and raises the capacity limit for unregulated customers and customers with the option to choose their regime from the former 2,000 kW to a new 5,000 kW threshold.

The distribution companies supply regulated customers, a segment for which the price and supply conditions are the result of tender processes regulated by the CNE), and unregulated customers, with bilateral agreements between generators, whose conditions are freely negotiated and agreed upon.

In Chile, there are four separate interconnected electricity systems. The main systems that cover the most populated Chilean areas are the SIC, which services the central and south central part of the country, where 92.2% of the Chilean population lives, and the SING, which operates in the northern part of the country, where most of the mining industry is located and where 6.3% of the Chilean population lives (2014 CDEC-SIC annual report). In addition to the SIC and the SING, there are two isolated systems in southern Chile that provide electricity to remote areas, where 1.5% of the population lives.

In 2013, the Chilean government sent a proposal to modify the Chilean Electricity Law to allow the state to promote the interconnection project between the SIC and the SING. In January 2014, the proposal was approved and signed into law by the Chilean President as Law No. 20,726. The interconnection is expected to be completed in 2018 or 2019.

In May 2014, the Chilean government announced the Energy Agenda in which a plan is established to create and execute a long-term energy policy. The Energy Agenda presents several courses of action and goals to achieve in the short, medium and long term. These objectives are: lower energy prices, facilitating the incorporation of non-conventional renewable energy sources and promoting the efficient use of energy.

The Energy Agenda includes a program of legal initiatives to realize those goals. Among the subjects to be addressed by this program are: “Amendments to the legal framework for procurement of electricity for regulated customers” (approved and published in the Diario Oficial in January 2015), “Amendments to the legal framework of the electricity transmission systems” (presented to Congress in August 2015, and currently under analysis ), “Energy Efficiency Law” (expected for the second quarter of 2016) and “Law to promote geothermal energy” (expected for the second quarter of 2016).

 

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For more information about the amendments, see “—The Electricity Law - General” below.

The operation of electricity generation companies in each of the two major interconnected electricity systems is coordinated by their respective dispatch centers, known as a CDEC, an independent entity that coordinates generators, transmission companies and large customers. CDEC coordinates the operation of its system with an efficiency criterion in which the lowest cost producer available is usually required to satisfy demand at any moment in time. As a result, at any specific level of demand, the appropriate supply will be provided at the lowest possible production cost available in the system. The marginal cost used is the price at which generators trade energy on an hourly basis, involving both their injections into the system and their withdrawals or purchases for supplying their customers.

Principal Regulatory Authorities

The Chilean Ministry of Energy develops and coordinates plans, policies and standards for the proper operation of the sector, approves tariffs and node prices set by the CNE, and regulates the granting of concessions to electricity generation, transmission and distribution companies. The CNE is the technical entity in charge of defining prices, technical standards and regulatory requirements.

The SEF monitors the proper operation of electricity, gas and fuel sectors in compliance with the law in terms of safety, quality, and technical standards.

The Chilean Ministry of Environment is responsible for the development and application of regulatory and policy instruments that provide for the protection of natural resources, the promotion of environmental education and the control of pollution, among other matters. It is also responsible for administering the environmental impact assessment system at the national level, coordinating the preparation of environmental standards and establishing the programs for compliance with the standards.

Chilean antitrust authorities are responsible for preventing, investigating and correcting any threats to free market competition and any anti-competitive practices by potentially monopolistic companies. These authorities include:

 

    Free Market Competition Tribunal (“TDLC” in its Spanish acronym). This is a special and independent jurisdictional entity, subject to the directive, correctional and economic authority of the Chilean Supreme Court, which functions to prevent, correct and sanction threats to free market competition.

 

    National Economic Prosecutor (“FNE” in its Spanish acronym). This is the attorney general responsible for economic matters and for investigating and prosecuting all antitrust conduct before the FNE’s regulatory commission and other tribunals.

The Panel of Experts acts as a tribunal in electricity matters arising from disputes between participants in the electricity market and between participants in the electricity market and the regulatory authority in certain tariff processes. It issues enforceable resolutions and is composed of experts in industry matters, five engineers or economists and two lawyers, all of whom are elected every six years by the TDLC.

There are also other entities related to the energy sector: the Chilean Nuclear Energy Commission is in charge of research, development, use and control of nuclear energy, and the Chilean Energy Efficiency Agency is in charge of promoting energy efficiency.

 

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The Electricity Law

General

Since its inception, the Chilean electricity industry has been developed by private sector companies. Nationalization was carried out during the period 1970-1973. During the 1980s, the sector was reorganized through the Chilean Electricity Law, known as DFL 1, allowing participation of private capital in the electricity sector. By the end of the 1990s, foreign companies had a majority participation in the Chilean electricity system.

The goal of the Chilean Electricity Law is to provide incentives to maximize efficiency and to provide a simplified regulatory scheme and tariff-setting process that limits the discretionary role of the government by establishing objective criteria for setting prices. The goal is an economically efficient allocation of resources. The regulatory system is designed to provide a competitive rate of return on investment to stimulate private investment, while ensuring the availability of electricity to all who request it.

DFL 1 was published in 1982 and has had few important changes since then. In 1999, a reform was applied to it due to the drought. The first important change took place in 2004 to encourage investments in transmission lines. Another took place in 2005 to create long-term contracts between generation and distribution companies as part of a bid process. The present text of the law was restated as DFL 4 of 2006, and has been supplemented with a series of regulations and standards.

In January 2015, the Chilean Congress approved amendments to the legal framework for procurement of electricity by regulated customers. Among the principal changes introduced in these amendments, were:

 

    Increased CNE participation in the development of tenders.

 

    Additional time to call for tenders: five years in advance.

 

    Allocation mechanism: Will be awarded to the lowest prices offered. These prices will be limited by a capped price that will be deemed as a reserve price and keep private until the bid price is public.

 

    Reduced risk: Providers of electricity have the ability to postpone delivery of electricity in the event there are delays due to a well-founded reasons, not attributable to the tenderer and to request a price review, indexed to the conditions prevalent at the time which the supply is delivered.

 

    Short-term contracts: Short-term procurement contracts (up to three years), with an advance of one year, have a minimum price equal to the average market price plus 50%. Additionally, within specified ranges from the average marginal cost price, marginal cost will be used.

 

    Uncontracted energy: All generators within a particular system will be required to offset energy supply contract deficits in proportion to the energy they inject into the system. Each generator will receive the higher of the short-term node price or variable cost of the plant. When energy without contracts exceeds 5% of the total regulated supply, the excess will be paid by distribution companies at a price equal to marginal cost. In turn, these marginal costs will be passed on to end customers.

 

    Unregulated customers: Unregulated customers capacity limit increased from 2,000 kW to 5,000 kW beginning 2019.

Currently, a new modification is under study by the Chilean Congress which is intended to address two relevant issues:

 

    Planning, expansion and remuneration of the Chilean transmission systems.

 

    Long-term energy planning for terms of at least 40 years by the Chilean Ministry of Energy.

 

    Annual transmission system planning by the CNE.

 

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    Transmission network valuation process every four years.

 

    Transmission network cost to be financed by unregulated and regulated consumers.

 

    New entity to coordinate the power plant operations and the transmission facilities of the Chilean electricity system (Comité Independiente del Sistema Eléctrico Nacional,“CISEN” in its Spanish acronym)

 

    Independent power plant directory.

 

    Attributions and resources

 

    In the middle-term, due to the SING-SIC interconnection, there will be only one new operator of the Chilean electricity system.

Limits and Restrictions

The owners of the main transmission system must be constituted as limited liability stock corporations and cannot take part in the electricity generation or distribution businesses.

Individual interest in the Main Transmission System (“STT” in its Spanish acronym) by companies operating in another electricity or unregulated customer segment cannot exceed, directly or indirectly, 8% of the total investment value of the STT. The aggregate interest of all such agents in the STT must never exceed 40% of the investment value.

According to the Chilean Electricity Law, there are no restrictions on market concentration for generation and distribution activities. However, Chilean antitrust authorities have imposed certain measures to increase the transparency within the different companies within the group of Enersis and its subsidiaries. The TDLC’s Resolution No. 667/2002 requires:

 

    board members of Enersis, Endesa Chile and Chilectra be elected from different and independent groups;

 

    the external auditors of Enersis, Endesa Chile and Chilectra be different for local statutory purposes;

 

    Enersis, Endesa Chile and Chilectra may not merge companies within the group which operate in electricity generation and distribution; instead, Enersis must continue to maintain both business segments separately through companies that are independent business units; and

 

    Enersis, Endesa Chile and Chilectra must remain subject to the regulatory authority of the SVS and comply with the regulations applicable to publicly held stock corporations, even if they should lose such designation.

Resolution No. 667/2002 will apply to Enersis Chile and its by-laws include provisions indicating that Enersis Chile will be subject to this resolution, with the understanding that the restrictions shall not apply to Enersis Américas with respect to the spin-off of Enersis Chile and considering that Enersis Américas shall not participate in any way in the relevant markets within Chile, it may merge with Endesa Américas and Chilectra Américas.

Additionally, in October 2012, FNE Official Letter No. 1479 imposed additional restrictions on Endesa Chile stating that:

(i) the controlling shareholders should refrain from designating those persons who had been directors of Chilectra the prior term, as Endesa Chile directors; and

(ii) Endesa Chile’s management should refrain from designating employees in first and second level positions that had held the same positions in Chilectra during the six months prior to their designation.

 

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In addition, the Water Utility Services Law also sets restrictions on the overlapping of concessions in the same area, setting restrictions on the ownership of the property between sewage services concessions and utilities that are natural monopolies, such as electricity distribution, gas or home telephone networks.

Regulation of Generation Companies

Concessions

Chilean law permits generation activity without a concession. However, companies may apply for a concession to facilitate access to third-party properties. Third-party property owners are entitled to compensation, which may be agreed to by the parties or, if there is no agreement, it may be determined by an administrative proceeding that may be appealed in the Chilean courts.

Dispatch and Pricing

In each of the two major electric systems, the pertinent CDEC coordinates the operations of generation companies, in order to minimize the operating costs in the electricity system and monitor the quality of service provided by the generation and transmission companies. Generation companies satisfy their contractual sales requirements with dispatched electricity, whether produced by them or purchased from other generation companies in the spot market.

Sales by Generation Companies to Unregulated Customers

Sales by generation companies may be made to unregulated end customers or to other generation companies under freely negotiated contracts. To balance their contractual obligations with their dispatch, generators have to trade deficit and surplus electricity at the spot market price, which is set hourly by each CDEC, based on the lowest cost of production of the last kWh dispatched.

Sales to Distribution Companies and Certain Regulated Customers

Under Law No. 20,018 (Ley Corta II), enacted on May 19, 2005, all new contracts between generation and distribution companies to supply electricity to regulated customers must arise from international bids. In January 2015, the Diario Oficial published Law No. 20,805, which amended the bidding process for supplying electricity to regulated customers. These amendments, among others, changed the anticipation required for the bidding process from three to five years; the extension of the maximum contract period from 15 to 20 years; new procedures to assign energies without contracts; new procedures to regulate the short-term bidding process; the adoption of a capped price known as “reserve price,” that is kept private until the bid price is made public; and the possibility to review the price awarded during the supply period.

Sales of Capacity to Other Generation Companies

Each CDEC determines a firm capacity for each power plant on an annual basis. Firm capacity is the highest capacity which a generator may supply to the system at certain peak hours, taking into consideration statistical information and accounting for time out of service for maintenance purposes and for extremely dry conditions in the case of hydroelectric plants.

A generation company may be required to purchase or sell capacity in the spot market, depending upon its contractual requirements in relation to the amount of electricity to be dispatched from such company and to its firm capacity.

 

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Promotion of Generation from Renewable Energy Sources

On April 1, 2008, Law No. 20,257 amended the General Electric Services Law. The purpose of the amendment was to promote the development of NCRE. This law defines the different types of technologies that qualify as NCRE and establishes the obligation for generators, between 2010 and 2014, to supply at least 5% of the total energy contracted as of August 31, 2007, to be of a certain type, and to progressively increase this percentage by 0.5 percentage points annually up to a minimum of 10% by 2024.

On October 22, 2013, Law No. 20,698 (known as the “20/25 Law”) supported renewable energy sources and modified the previously defined NCRE minimum requirements. This law establishes a mandatory share of renewable energy sources in 2025, calculated as a percentage of the total contracted energy of each generator. For contracts signed between 2007 and 2013, the target is 10% by 2024, while for contracts beyond 2013 the target is 20% by 2025.

Incentives and Penalties

If a rationing decree is enacted in response to prolonged periods of electricity shortages, strict penalties may be imposed on generation companies that contravene the decree. A severe drought is not considered a force majeure event under our service agreements.

Generation companies may also be required to pay fines to the regulatory authorities, as well as to make compensatory payments to electricity customers affected by shortages of electricity. The fines are related to system blackouts due to an electricity generator’s operational problems, including failures related to the coordination duties of all system agents. If generation companies cannot satisfy their contractual commitments to deliver electricity during periods when a rationing decree is in effect and there is no energy available to purchase in the system, the generation company must compensate the customers at a rate known as the “failure cost” determined by the authority in each node price setting. This failure cost, which is updated semiannually by the CNE, is a measurement of how many end customers would pay for one extra MWh under rationing conditions.

Water Rights

Overview

Companies in Chile must pay an annual fee for unused water rights. License fees already paid may be recovered through monthly tax credits commencing on the start-up date of the project associated with the water right. The maximum license fees that may be recovered are those paid during the eight years before the start-up date.

The Chilean Constitution considers water as a national public good on which real utilization rights are defined. That is similar to holding the private property rights over water, as set forth in article 19, paragraph 24: “The rights of individuals over water, recognized or constituted in accordance with the law, grant their holders ownership over such rights.” Notwithstanding the foregoing, paragraph 24 also specifies legal limitations to those water rights.

The Chilean Congress is currently discussing amendments to the Water Code with the objective of making water use related to human consumption, household subsistence and sanitation a priority, both in the granting and limiting the exercise of rights of use, including:

 

    Granting of water rights which would be limited to a maximum period of 30 years and extendable, unless the Chilean Water Authority proves the ineffective use of resources. The extension shall be effective only for used water rights.

 

    The expiration of non-consumptive water rights, that were granted by law, if the holder does not exercise the right of use within eight years.

 

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    The expiration of non-consumptive water rights already granted, if the user does not effectively use the rights within a period of eight years from the date of enactment of the new Water Code. Only in justified cases, such asdelays in obtaining permits or environmental approvals, can the term be extended for up to four years.

Water Agreements

Endesa Chile has two agreements in force with the purpose of utilizing water for both irrigation and hydroelectric generation more efficiently.

These agreements between Endesa Chile and the Chilean Water Works Authority (“DOH” in its Spanish acronym) are related to the water consumption during the most intense irrigation period (normally from September to April) from Laja Lake and Maule Lagoon, both located in southern Chile.

Endesa Chile signed the first agreements with the DOH with respect to Laja Lake and Maule Lagoon on October 24, 1958 and September 9, 1947, respectively. Both basins have been severely impacted by drought conditions and high consumption over the past several years. Therefore, during recent years, Endesa Chile and the DOH signed supplementary agreements that apply for special irrigation periods depending on hydrological conditions. For example, on December 9, 2015, the parties agreed on the terms for the 2015-2016 irrigation period for Laja Lake (the “Laja Agreement”) and on December 29, 2015 the parties entered into a similar agreement with respect to Maule Lagoon (the “Maule Agreement”, and together with the Laja Agreement, the “Water Agreements”). The Water Agreements: (i) preserve the level of water of the reservoirs, assuring its availability for the future and (ii) satisfy the requirements for both agricultural and hydroelectric generation usage.

According to the terms of the Laja Agreement, users are allowed to draw a fixed volume from the lake, excluding filtrations, between December 1, 2015 and November 30, 2016, for both irrigation and hydroelectric generation purposes, as follows: (i) 300 million cubic meters (“mcm”) for irrigation; (ii) 300 mcm for electricity generation, and (iii) 100 mcm unrestricted use for Endesa Chile, unless the agriculture sector has a need during the months of February, March and April, with the approval of the DOH. Endesa Chile is also entitled to draw a “variable” volume of a maximum of 200 mcm of water, to be executed in four installments, with a maximum of 50 mcm for each installment, depending of the level of the reservoir. Additionally, if by April 30, 2016, the amount allocated for irrigation purposes has not been completely used, the Laja Agreement entitles Endesa Chile to draw the remaining part of the unused volume of water.

According to the terms of the Maule Agreement, usage rights of water depend on the level of the reservoir. During the 2010-2014 period, a severe drought resulted in the reservoir reaching critically low levels and part of the irrigation usage rights being reduced. The Maule Agreement was signed in order to give Endesa Chile the flexibility to draw water during off-season periods, when electricity spot prices are lower, and at the same time avoiding potential conflicts with local farmers, preventing riots, roadblocks, and future litigation. Pursuant to the Maule Agreement, irrigation usage must occur during specific periods, based on the forecasted thaw conditions published by CDEC-SIC and the DOH, and the Maule River Watch Committee (“JVRM” in its Spanish acronym), to prevent water deficits. Endesa Chile may partially or totally cover the irrigation deficits from the Maule Lagoon with water from the Invernada Lagoon (part of the Maule River system), replacing the required irrigation draws from Maule Lagoon. The decision over the use of the Invernada Lagoon would be at Endesa Chile’s discretion depending on its electricity generation calendar.

Endesa Chile has the ability to draw a specified amount of water for irrigation at a specific time from Invernada Lagoon, which is Endesa Chile’s property, instead of water from Maule Lagoon, which is owned by the Chilean government. In exchange, for each cubic meter of Invernada Lagoon water drawn for irrigation, Endesa Chile will receive an extra 0.82 cubic meters of water when the Maule Lagoon level is at medium level and an extra 1 cubic meter of water when the Maule Lagoon level is at high level. During the medium level scenario, the remaining unused volume (0.18 cubic meters of water), will be stored at Maule Lagoon, increasing the reserves of the reservoir, and will be accessible in the following season according to the rights granted to all

 

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the parties to the Maule Agreement. The decision as to when and how much to use the extra water volume is solely at Endesa Chile’s discretion, and cannot exceed 30 cubic meters of water per second per month. The Maule Agreement expires on August 1, 2018, and a new agreement will be revised based on the conditions of the Maule River system at that time.

Both Water Agreements will allow the two reservoirs to recover their accumulated water levels and to preserve water use for future years. From the Company’s point of view, they allow the Company to use the water more efficiently, primarily in Maule Lagoon, and to avoid further litigation with the local community, especially with farmers.

Regulation of Distribution Companies

Concessions

Distribution service concessions give the right to use public areas for building distribution lines. The concessions are given by the Chilean Ministry of Energy for an undefined period. Distribution companies have the obligation to serve and connect the customers that make the requirement in the concession area. The Chilean President can declare a concession expired if the quality of service does not meet certain minimum standards.

Energy Purchases

Since 2005, with the enactment of the law “Ley Corta II,” energy sales between generation and distribution companies have been made by an international auction process. After the last modification of the law (Law 20.805 – 2015), the auctions of all distribution companies are managed by the CNE. The auctions are based on distribution companies’ projections of energy demand for the coming years. The result of the process is a “pay as bid” contract, with an extension up to 20 years. In addition, the modifications of the law establish a mechanism to supply the excess demand that is not covered by the contract.

Distribution Tariffs to End Customers

Tariffs charged by distribution companies to end customers are determined by the sum of the cost of electricity purchased by the distribution company, a transmission charge, and the value added from distribution of electricity (“VAD”), which allows distribution companies to recover their investment and operating costs, including a return on investment which is set by law. The price for both generation and distribution capacity sold to customers includes a factor which reflects the simultaneous contribution of each customer to peak capacity demand of the system as a whole. The transmission charge reflects the cost paid for electricity transmission and transformation.

The VAD is based on a so-called “efficient model company,” which considers the cost of building and operating the company at the minimum cost, fulfilling quality and safety standards. It includes the annualized investment in distribution assets, the company’s operation, administration, and maintenance costs, and an expected return on investment, before taxes of 10% per year in real terms, based on the replacement cost of assets used for the distribution business.

Regulatory Charges and Subsidies

The Chilean law deems that transitory subsidies can be granted, if the residential customers tariff increased by at least 5% within a six-month period. The application of this subsidy is optional and the last one was granted in 2009.

Distribution Tariff-Setting Process

The VAD is set every four years. The CNE classifies companies into groups called Typical Distribution Areas (“TDA”) based on economic factors that group companies with similar distribution costs, which in turn

 

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determines the equipment requirements of the network. The CNE selects one distribution company for every group and estimates its cost under the concept of an efficient model company. At the same time, distribution companies also carry out their own studies, which are based on the same one company selected by the CNE for each TDA. The VAD of each TDA is determined in a weighted manner with one third of the value estimated by the study of the companies and two thirds by the CNE. Preliminary tariffs, as a result of the VAD, are tested to ensure that they provide a rate of return between 6% and 14% on distribution assets.

The real return on investment for a distribution company depends on its actual performance relative to the standards chosen by the CNE for the efficient model company. The tariff system allows for a greater return to distribution companies that are more efficient than the model company.

Associated Electrical Services

In 2013, the CNE concluded the tariff setting process for 25 regulated associated services (which include meter rental, disconnection and reconnection of service, among others). These new prices were applied starting March 14, 2014 and will remain in effect until 2016.

Incentives and Penalties

Distribution companies may be required to compensate end customers in the case of electricity shortages that exceed the authorized standards. These compensatory payments are equal to double the amount of electricity the distribution company failed to provide, using a rate equal to the failure cost.

Regulation in Transmission

The main transmission system consists of 220 kV or higher voltage lines that are used by generators and customers. Every four years, a study is carried out to evaluate the existing system and to define the expansion plan. On December 31, 2010, the last study was delivered to the CNE. In November 2011, the CNE promulgated Decree 61, which defines the current value of the existing lines to be remunerated for the 2011 to 2014 period. The main transmission system is paid for by generators and customers.

According to the General Electricity Services Law, the transportation of electricity by main transmission systems and sub-transmission systems are defined as a public service. Therefore, the transmitter has a service obligation and is responsible for the maintenance and improvement of its facilities.

On October 14, 2013, the Electricity Concessions Law was approved, which law seeks to streamline the processing of electrical concessions, including, among other things, compensation, taxation and notifications.

During 2014, studies were developed to set tolls of major transmission systems. The results of these studies should have been applied beginning in 2015. However, the authority ruled that the current values will remain in effect until December 2015.

Regulation in Subtransmission

Subtransmission systems are defined as voltage lines exceeding 23 kV. There are six subtransmission systems defined by decree. The subtransmission systems are paid mainly by customers according to the tariffs fixed by decree of the Chilean Ministry of Energy. Subtransmissions tariffs remunerate the Subtransmission Annual Value (“VASTx” in its Spanish acronym). The VASTx is estimated every four years in a process carried out by the government. Each subtransmission system develops a study where investment, operation, maintenance, and administration costs are estimated. Investments are economically adapted to the government’s energy projections. Therefore, tariffs only pay for investments in utilized capacity and not for overcapacity. The discount rate established by law is 10%. Operation, maintenance, and administrative costs are estimated under

 

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the “efficient model company” methodology, as described above. The CNE’s consultants examine the studies and develop a report that includes CNE considerations. If major discrepancies are discovered, an expert panel will resolve them based on technical aspects.

Generators and unregulated customers pay only for the lines they use in each system. In April 2013, Decree 14 was promulgated, which established a tariff schedule for 2011 through 2014.

During 2014, studies were developed to set tolls of subtransmission systems. The results of these studies should have been applied beginning in 2015. However, the authority ruled that the current values will remain in force for an additional year.

Environmental Regulation

The Chilean constitution grants citizens the right to live in a pollution-free environment. It further provides that certain other constitutional rights may be limited in order to protect the environment. Chile has numerous laws, regulations, decrees and municipal ordinances that address environmental considerations. Among them are regulations relating to waste disposal (including the discharge of liquid industrial wastes), the establishment of industries in areas that may affect public health, and the protection of water for human consumption.

Environmental Law No. 19,300 was enacted in 1994 and has been amended by several regulations, including the Environmental Impact Assessment System Rule issued in 1997 and modified in 2001. This law requires companies to conduct an environmental impact study and a declaration of any future generation or transmission projects.

In January 2010, Law No. 19,300 was modified by Law No. 20,417, which introduced changes in the environmental assessment process and in the public institutions involved, principally creating the Chilean Ministry of Environment and the Superintendence of Environment. Environmental assessment processes are coordinated by this entity and the Environmental Assessment Service. In June 2011, the Ministry of Environment published Decree 13, emission standards for thermoelectric plants applicable to generation units of at least 50 MW. The objective of this regulation is to control atmospheric emissions of particulate matter (MP), nitrogen oxides (NOx), sulfur dioxide (SO2) and mercury (Hg), in order to prevent and protect the health of the population and protect the environment. Existing emission sources will have to meet emission limits as established in the regulation for MP emissions within two and a half years from the date this decree was published (December 2013) and for SO2 and NOx emissions, within four years in highly polluted areas and within five years elsewhere.

In June 2012, Law No. 20,600 created the Environmental Courts, special jurisdictional courts subject to the control of the Chilean Supreme Court. Their primary function is to resolve environmental disputes within their jurisdiction and look into other matters that are submitted for their attention under the law. The law created three such courts, all of which are in operation.

On December 28, 2012, the Superintendence of Environment was formally created and began to exercise its powers of enforcement and sanctions pursuant to Chilean environmental regulations.

On September 10, 2014, Law No. 20,780 was enacted and included charges for the emission of particles (MP), nitrogen oxides (NOx), sulfur dioxide (SO2) and carbon dioxide (CO2) into the atmosphere. For CO2 emissions, the charge is US$ 5 per emitted ton (not applicable to renewable biomass generation). MP, NOx and SO2 emissions will be charged the equivalent of US$ 0.10 per emitted ton, multiplied by the result of a formula based on the population of the municipality where the generation plant is located and an additional fee of US$ 0.90 per ton of MP emitted, US$ 0.01 per ton of SO2 emitted and US$ 0.025 per ton of NOx emitted. This tax will be in effect beginning in 2018, taking into account the previous year’s emissions.

Raw Materials

For information regarding our raw materials, please see “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk.”

 

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C. Organizational Structure.

In this “Organizational Structure” section, references (i) to “we,” “us” and “our” are to the Chilean Business of Enersis prior to the Spin-Off, and to Enersis Chile after the Spin-Off, (ii) to Endesa Chile are to the Chilean business of Endesa Chile prior to the spin-off of Endesa Américas by Endesa Chile, and to Endesa Chile after such spin-off, and (iii) to Chilectra are to the Chilean business of Chilectra prior to the spin-off of Chilectra Américas by Chilectra, and to Chilectra Chile after such spin-off.

Principal Combined Entities and Affiliates

We are part of an electricity group controlled by the Italian company, Enel, which after giving effect to the Spin-Off, will beneficially own 60.6% of our shares through wholly-owned Spanish combined entities. Enel publicly trades on the Milan Stock Exchange. It is headquartered in Italy and is primarily engaged in the energy sector, with a presence in 30 countries across five continents, mainly in Europe and Latin America, and generating power from power plants with over 89 GW of net installed capacity. Enel provides service to more than 61 million customers through its electricity and gas businesses through distribution networks of 1.9 million kilometers.

 

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Enersis Chile’s Simplified Organizational Structure After Giving Effect to the Spin-Off(1)

As of September 30, 2015

 

LOGO

 

(1) Only principal operating combined entities are presented here. The percentage listed for each of our combined entities represents our post-Spin-Off economic interest in such combined entity.

 

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The companies listed in the following table were combined by us as of September 30, 2015. In the case of combined entities, economic interest is calculated by multiplying our post-Spin-Off percentage of economic interest in a directly held combined entity by the percentage economic interest of any entity in the chain of ownership of such ultimate combined entity.

 

Principal Combined Entities and Country of
Operations

   % Economic
Ownership of
Main Combined
Entity
by Enersis
     Combined
Assets of Each
Main Combined
Entity
     Operating 
Income 
of Each Main 
Combined
Entity
 
     (in %)      (in billions of Ch$)  

Electricity Generation

  

Endesa Chile (Chile)(1)

     60.0        3,275.0         229   

Electricity Distribution

  

Chilectra (Chile)

     99.1        994.6         112   

Other non-electricity businesses

  

SIEI (Chile)(2)

     100        61.2         (1

 

(1) Endesa Chile consolidates all generation facilities in Chile.
(2) In December 2014, Inmobiliaria Manso de Velasco Ltda. merged into ICT Servicios Informáticos Ltda. This resulting company was renamed Servicios Informáticos e Inmobiliarios Ltda. (SIEI).

Generation Business

Celta

Celta was formed in 1995 in order to build and operate two thermoelectric plants in the SING: a coal-fired plant with an installed capacity of 158 MW, and a gas/fuel oil power plant with 24 MW of installed capacity. On November 1, 2013, Endesa Eco (which had previously merged with San Isidro and Pangue) was merged into Celta. Endesa Chile holds a 96.2% equity interest and we hold a 61.5% economic interest in Celta.

Endesa Chile

Endesa Chile is a Chilean electricity generation business, which has a total installed capacity of 6,351 MW as of September 30, 2015, with 17 generation facilities. Of the total installed capacity, 62% is from hydroelectric power plants and includes, among others, Ralco with 690 MW, El Toro with 450 MW, Rapel with 377 MW, and Antuco with 320 MW. Nearly 67% of its thermoelectric facilities are gas/fuel oil power plants, and the remaining are coal-fired steam power plants. Our economic interest in Endesa Chile is 60.0%.

GasAtacama

GasAtacama is a generation company located in the northern region of Chile. It consists of a four-unit combined-cycle power plant of with a capacity of 780 MW and a gas pipeline, which allows the import of gas from Argentina. Since March 31, 2014, and after completing the purchase of a 50% ownership interest in GasAtacama Holding, Endesa Chile beneficially owns 98.1% of GasAtacama’s shares and the remaining 1.9% is beneficially owned by Enersis. Since May 1, 2014, Endesa Chile has fully combined GasAtacama Holding and GasAtacama in its combined financial statements. We beneficially own a 60.7% economic interest in GasAtacama.

Pehuenche

Pehuenche, a generation company connected to the SIC, owns three hydroelectric facilities located in the hydrological basin of the Maule River, south of Santiago, with a total installed capacity of 699 MW. The 570 MW Pehuenche plant began operations in 1991, the 89 MW Curillinque plant began operations in 1993, and the 40 MW Loma Alta plant began operations in 1997. Endesa Chile holds 92.7% of Pehuenche and our economic interest in Pehuenche is 55.6%.

 

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Distribution Business

Chilectra

Chilectra is one of the largest electricity distribution businesses in Chile as measured by the number of regulated customers, distribution assets and energy sales. Chilectra operates in a concession area of 2,105 square kilometers in the Santiago metropolitan area, serving approximately 1.8 million customers. Our shareholding is 99.1%.

Selected Related and Jointly-Controlled Companies

Transquillota

Transquillota was formed by San Isidro and Colbún for the joint development of a 220 kV transmission line to dispatch the energy produced and to connect both the San Isidro (which is now merged with Celta, one of Endesa Chile’s combined entities) and Nehuenco (a combined entity of Colbún) plants to the SIC. The 220 kV transmission line is 8 kilometers long. The property is equally divided between Celta and Nehuenco (an unrelated company). Endesa Chile’s economic interest is 48.1% and our economic interest is 30.7%.

Non-Electricity Businesses

SIEI

SIEI is a company that provides consulting, management, administration and contract operations related to information systems, technological information, telecommunications, and control systems in South America, as well as real estate projects in Chile. SIEI was formed in December 2014, as a result of the merger of ICT Servicios Informáticos Ltda. with Inmobiliaria Manso de Velasco Ltda.

For additional information on all of our combined entities and jointly-controlled companies, please refer to Appendix 1 of our combined financial statements.

 

D. Property, Plant and Equipment.

In this “Property, Plant and Equipment” section, references (i) to “we,” “us” and “our” are to the Chilean Business of Enersis prior to the Spin-Off, and to Enersis Chile after the Spin-Off, (ii) to Endesa Chile are to the Chilean business of Endesa Chile prior to the spin-off of Endesa Américas by Endesa Chile, and to Endesa Chile after such spin-off, and (iii) to Chilectra are to the Chilean business of Chilectra prior to the spin-off of Chilectra Américas by Chilectra, and to Chilectra Chile after such spin-off.

Our property, plant and equipment are concentrated on electricity generation and distribution assets in Chile.

Property, Plant and Equipment of Generating Companies

We conduct our generation businesses through Endesa Chile, which owns 28 generation power plants in Chile.

A substantial portion of our generating combined entities’ cash flow and net income is derived from the sale of electricity produced by our electricity generation facilities. Significant damage to one or more of our main electricity generation facilities or interruption in the production of electricity, whether as a result of an earthquake, flood, volcanic activity or any other such cause, could have a material adverse effect on our operations. Our electricity generation facilities are insured against damage due to earthquakes, fires, floods, other acts of god (but not for prolonged droughts, which are not force majeure risks, and are not covered by insurance) and from damage due to third-party actions, based on the appraised value of the facilities as determined from time to time by an independent appraiser. Based on geological, hydrological and engineering studies,

 

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management believes that the risk of an event with a material adverse effect is remote. Claims under our generating combined entities’ insurance policies are subject to customary deductibles and other conditions. We also maintain business interruption insurance providing coverage for the failure of any of our facilities for a period of up to 24 months, including the deductible period.

The insurance coverage taken for our property is approved by each company’s management, taking into account the quality of the insurance companies and the needs, conditions and risk evaluations of each generating facility, and is based on general corporate guidelines.

All insurance policies are purchased from reputable international insurers. We continuously monitor and meet with the insurance companies in order to obtain what we believe is the most commercially reasonable insurance coverage.

 

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The following table identifies the power plants that we own, all in Chile, at the end of each period indicated, by company and their basic characteristics:

 

         As of September 30,      As of December 31,  

Company

 

Power Plant Name

 

Power Plant Type(1)

     2015          2014        2014      2013  
         (in MW)  

Endesa Chile

 

Rapel

 

Reservoir

     377         377         377         377   
 

Cipreses

 

Reservoir

     106         106         106         106   
 

El Toro

 

Reservoir

     450         450         450         450   
 

Los Molles

 

Pass-through

     18         18         18         18   
 

Sauzal

 

Pass-through

     77         77         77         77   
 

Sauzalito

 

Pass-through

     12         12         12         12   
 

Isla

 

Pass-through

     70         70         70         70   
 

Antuco

 

Pass-through

     320         320         320         320   
 

Abanico

 

Pass-through

     136         136         136         136   
 

Ralco

 

Reservoir

     690         690         690         690   
 

Palmucho

 

Pass-through

     34         34         34         34   
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total hydroelectric

       2,290         2,290         2,290         2,290   
 

Bocamina

 

Steam Turbine/Coal

     478         478         478         478   
 

Diego de Almagro

 

Gas Turbine/ Diesel Oil

     24         24         24         24   
 

Huasco

 

Gas Turbine/IFO 180 Oil

     64         64         64         64   
 

Taltal

 

Gas Turbine/Natural

Gas+Diesel Oil

     245         245         245         245   
 

San Isidro 2

 

Combined Cycle /Natural Gas+Diesel Oil

     399         399         399         399   
 

Quintero

 

Gas Turbine/Natural

Gas+Diesel Oil

     257         257         257         257   
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total thermal

       1,467         1,467         1,467         1,467   
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

       3,757         3,757         3,757         3,757   

Pehuenche

 

Pehuenche

 

Reservoir

     570         570         570         570   
 

Curillinque

 

Pass-through

     89         89         89         89   
 

Loma Alta

 

Pass-through

     40         40         40         40   
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

       699         699         699         699   

Celta(2)

 

Tarapacá

 

Steam Turbine/Coal

     158         158         158         158   
 

Tarapacá

 

Gas Turbine/Diesel Oil

     24         24         24         24   
 

San Isidro

 

Combined Cycle /Natural Gas+Diesel Oil

     379         379         379         379   
 

Pangue

 

Reservoir

     467         467         467         467   
 

Canela

 

Wind Farm

     18         18         18         18   
 

Canela II

 

Wind Farm

     60         60         60         60   
 

Ojos de Agua

 

Pass-through

     9         9         9         9   
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

       1,115         1,115         1,115         1,115   

GasAtacama(3)

 

Atacama

 

Combined Cycle /Natural Gas+Diesel Oil

     781         781         781         —     
      

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

       781         781         781         —    
      

 

 

    

 

 

    

 

 

    

 

 

 

Total capacity

         6,351         6,351         6,351         5,571   
      

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) “Reservoir” and “pass-through” refer to hydroelectric plants that use the force of a dam or a river, respectively, to move the turbines which generate electricity. “Steam” refers to thermal power plants fueled with natural gas, coal, diesel or fuel oil to produce steam that moves the turbines. “Gas Turbine” (“GT”) or “Open Cycle” refer to thermal power that uses either diesel or natural gas to produce gas that moves the turbines. “Combined-Cycle” refers to a thermal power plant fueled with natural gas, diesel oil, or fuel oil to generate gas that first moves a turbine and then recovers the gas from that process to generate steam to move a second turbine.
(2) San Isidro. merged into Endesa Eco. on September 1, 2013, and the latter remained the surviving company. Subsequently, Endesa Eco merged into Celta on November 1, 2013, and Celta. was the surviving company.
(3) GasAtacama was accounted for using the equity method and its installed capacity was not included in 2013 and for a portion of 2014. Since May 1, 2014, GasAtacama has been fully combined following Endesa Chile’s purchase of an additional 50% interest in GasAtacama Holding.

 

 

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As of September 30, 2015, we received the ISO 14,001 certification for 94.5% of our installed capacity in Chile, which included our generation facilities that produced 96.4% of the total annual generation, in accordance with this standard.

Property, Plant and Equipment of Distribution Companies

We also have significant interests or investments in electricity distribution. The description for our distribution company is included in this “Item 4. Information on the Company.” The table below describes our main equipment used for our distribution business, such as transmission lines, substations, distribution networks and transformers.

We are insured against damage to substations, transformers that are within the substations, the distribution network that is less one kilometer from the substations and administrative buildings. Risks covered include damages caused by fires, explosions, earthquakes, floods, lightning, damage to machinery and other such events. Insurance policies include liability clauses, which protect our companies from claims made by third parties.

TABLE OF DISTRIBUTION FACILITIES

General Characteristics

 

            Transmission Lines (1)  
            As of September 30,      As of December 31,  
     Location      Concession Area      2015      2014      2014      2013  
            (in km2)      (in kilometers)  

Chilectra

     Chile         2,105         361         355         355         355   

 

(1) The transmission lines consist of circuits with voltages in the 27-220 kV range.

Power and Interconnection Substations and Transformers (1)

 

     As of September 30,  
     2015      2014  
     Number of
Substations
     Number of
Transformers
     Capacity
(in MVA)
     Number of
Substations
     Number of
Transformers
     Capacity
(in MVA)
 

Chilectra

     55         164         8,123         54         161         7,673   

 

(1) Voltage of these transformers is in the range of 500 kV (high voltage) and 7 kV (medium voltage).

 

     As of December 31,  
     2014      2013  
     Number of
Substations
     Number of
Transformers
     Capacity
(in MVA)
     Number of
Substations
     Number of
Transformers
     Capacity
(in MVA)
 

Chilectra

     54         161         7,673         54         160         7,598   

 

(1) Voltage of these transformers is in the range of 500 kV (high voltage) and 7 kV (medium voltage).

 

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Distribution Network - Medium and Low Voltage Lines (1)

 

     As of September 30,      As of December 31,  
     2015      2014      2014      2013  
     Medium
Voltage
     Low Voltage      Medium
Voltage
     Low Voltage      Medium
Voltage
     Low Voltage      Medium
Voltage
     Low Voltage  
                                 (in kilometers)                

Chilectra

     5,218         11,154         5,145         10,956         5,152         11,016         5,111         10,838   

 

(1) Medium voltage lines: 7 kV - 34.5 kV; low voltage lines: 380-110 V.

Transformers for Distribution (1)

 

     As of September 30,      As of December 31,  
     2015      2014      2014      2013  
     Number      Capacity (in
MVA)
     Number      Capacity (in
MVA)
     Number      Capacity (in
MVA)
     Number      Capacity (in
MVA)
 

Chilectra

     28,972         7,774         29,013         7,535         28,995         7,621         28,893         7,313   

 

(1) Voltage of these transformers is in the range of 34.5 kV (medium voltage) and 110 V (low voltage).

Project Investments

The total investment for each project described below was translated into Chilean pesos at the exchange rate of Ch$ 698.72 per U.S. dollar, the U.S. dollar Observed Exchange Rate as of September 30, 2015. Budgeted amounts include connecting lines that could eventually be owned by third parties and paid as tolls, unless otherwise indicated.

Projects under Construction

Los Cóndores Hydroelectric Project

Los Cóndores project will be located in the Maule region, in the San Clemente area. It consists of a 150 MW run-of-the river hydroelectric power plant, which will use water from the Maule Lake reservoir through a 12 km penstock. The power plant will be connected to the SIC at the Ancoa substation (220 kV) through an 87 km transmission line and will consist of two Units.

The basic engineering and the Environmental Impact Statement (“DIA”, in its Spanish acronym) of the Los Cóndores optimized project were concluded in early 2011. The RCA was obtained in November 2011 and the RCA of the Transmission Line project was granted in May 2012. Finally, in November 2014, the General Water Authority approved the waterworks permit.

During July 2015, we conducted scale model tests of the turbines in the laboratory owned by Voith Hydro located in Heidenheim, Germany. The results were satisfactory and enabled a hydraulic design, giving rise to the detailed design of the main generating equipment, a process that will take approximately eight months.

During August 2015, we participated in the assembling tests of the Tunnel Boring Machine (“TBM”), which will be used to build a 12 km connecting tunnel.

The main advances in construction in 2015 were:

 

    In January 2015, we finished phase 1 of civil works by executing (digging and sustenance) the first 10 meters of the tunnel Ventana Lo Aguirre.

 

    In April 2015, we completed the digging of the access tunnel to the underground powerhouse (390 meters in length).

 

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    In August 2015, we completed the digging of the auxiliary tunnel to the discharge tunnel (141 meters in length).

 

    In September 2015, we completed the digging of the discharge tunnel of both Units that connect the underground powerhouse with the principal discharge tunnel of the power plant.

Construction is expected to be completed in 2018. This project is being financed primarily with internally generated funds. The estimated total investment is Ch$ 409,795 million, of which Ch$ 80,553 million was accrued as of September 30, 2015.

Projects Under Development

We continuously analyze different growth opportunities in Chile. During 2015, our projects’ portfolio has been modified to permit flexibility in the investment decision. The focus is to have a portfolio with projects that are sustainable from a technical, environmental, social and economic perspective. Expected dates of commissioning of each of the projects are constantly reviewed and are defined based on commercial opportunities and on our financial capacity to undertake these projects. The most important projects under development are as follows:

Generation Business

Neltume Hydroelectric Project

The Neltume project is located in Los Ríos region, on the upper part of the Valdivia River basin. The Neltume project consists of a 490 MW installed capacity run-of-the-river hydro power plant. It will be connected to the SIC through a 42 kilometer 220 kV transmission line from Neltume to Pullinque.

In 2007, we started an early process of social integration in the local territory, which is still in place. Due to this process and to the engineering studies required, the Environmental Impact Study was submitted in December 2010. The environmental assessment process was suspended during its fourth round of questions and answers by the Environmental Evaluation Authority (“SEA,” in its Spanish acronym) of Los Ríos. This suspension is part of the Indigenous Inquiry process that the SEA is carrying out.

During the second half of 2013, the SEA initiated the Indigenous Inquiry process for the local inhabitants in the area, to ascertain their position on the project and to comply with Convention No. 169, “Indigenous and Tribal Peoples Convention” of the International Labor Organization (“ILO”). There is no legal deadline to complete the Indigenous Inquiry and the environmental assessment process is suspended until it is concluded.

In response to the concerns of residents living near Lake Neltume, Endesa Chile redesigned the discharge to the lake. As a result of the redesign, Endesa Chile recorded a write-off of Ch$ 2.7 billion in the fourth quarter of fiscal year 2015. The original Environmental Impact Study has been withdrawn and there are studies underway to file it again. This is not related to the transmission line project, which is continuing as planned.

We expect construction to start during 2018 and completion in 2023. This project is being financed primarily with internally generated funds. The estimated total investment is Ch$ 880,340 million, of which Ch$ 39,140 million was accrued as of September 30, 2015.

Piruquina Hydroelectric Project

The Piruquina Hydroelectric project is located in Los Lagos region, on Chiloé Island, and will use water from the Carihueico river. The Piruquina project consists of a 8 MW installed capacity mini hydroelectric power plant. Its architecture provides a small connecting tunnel of approximately 200 meters. It will be connected to the SIC at the Pid-Pid substation, through a 6 kilometer 23 kV transmission line.

 

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This project has all the engineering studies and principal permits required, as well as the favorable environmental qualification resolution (“RCA” in its Spanish acronym) issued on November 10, 2009 and the Hydraulic Work Permit (“PHO” in its Spanish acronym) granted on August 6, 2014 that approves and authorizes the construction of hydraulic works for the power plant.

Currently, we expect construction to start during 2016 and completion in 2018. This project is being financed primarily with internally generated funds. The estimated total investment is Ch$ 25,950 million, of which Ch$ 39 million was accrued as of September 30, 2015.

Ttanti Combined-Cycle Project

The Ttanti project is located in Antofagasta región, in an adjacent land to the existing Atacama power plant, in the industrial zone of Mejillones city. In its first phase, the project consists of the construction of a natural gas combined-cycle power plant with an installed capacity of approximately 400 MW, which would be able to use diesel oil as a backup. The power plant would be connected to SING through a 0.5 km 220 kV double circuit transmission line to the Atacama substation, which will required to be expanded for this purpose.

Currently, the project is in the environment assessment phase. Nevertheless, we agreed to suspend the process until the end of 2015, in order to prepare and complete Addendum No. 1, to respond to the first round of observations formulated by the SEA.

We expect construction to start during 2018 and its commissioning is expected in 2022. The estimated total investment is Ch$ 209,319 million, of which Ch$ 335 million was accrued as of September 30, 2015.

Taltal Combined-Cycle Project

The project consists of the construction of a steam turbine for converting the existing Taltal gas-fired open cycle plant to a combined-cycle plant by adding a turbine in the vapor phase, which would use the steam generated by the gas turbines’ heat emissions to produce energy, which will considerably improve its efficiency. The Taltal power plant is located in the Antofagasta region. Currently, the existing Taltal power plant has two gas turbines of 120 MW each. The extra power to be added by the steam turbine would be approximately 130 MW and therefore, the Taltal power plant would achieve a total capacity of 370 MW and an efficiency increase. The energy produced will be supplied to the SIC through the existing 220 kV double circuit Diego de Almagro – Paposo transmission line.

In December 2013, an Environmental Impact Statement (“DIA” in its Spanish acronym) was submitted for approval to the SEA, in order to optimize the project. The main modification relates to a change in the cooling system, which was originally designed as a wet system (using sea water) and is being modified to a dry cooling system. During 2014, we progressed on drafting Addendum No. 1 of the DIA responding to the first round of observations formulated by the SEA, which was submitted during the first quarter of 2015. During the second quarter of 2015, Addendum No. 2 was submitted, responding to the second round of observations formulated by the SEA. During the third quarter of 2015, the SEA formulated its third round of observations and we decided to postpone sending a response until the end of the year. This decision was made to create opportunities for dialogue and work in partnership with the local community and thus, build a collaborative, transparent and constructive relationship, enabling us to benefit mutually.

We expect construction to start during 2018 and its commissioning is expected for 2021. This project is being financed primarily with internally generated funds. The estimated total investment is Ch$ 186,474 million. The amount invested as of September 30, 2015 was Ch$ 2,776 million.

Distribution Business

As of September 30, 2015, Chilectra has invested Ch$ 55.8 billion, mainly in projects focused on satisfying the increase of energy demand, quality of service, safety and information systems.

 

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During May 2015, the new Chicureo Substation was commissioned, with the energization of Transformer No. 1 and the Chamisero and Piedra Roja feeders. The new 220/23 kV Chicureo Substation, which has an initial capacity of 25 MVA, equivalent of supplying approximately 30,000 homes, includes the construction of a new 6.2 km extension of High Voltage Supply Line.

During August 2015, the 220 kV Transmission Line Alto Jahuel – Los Almendros was purchased for an amount of Ch$ 17.7 billion.

Major Encumbrances

As of September 30, 2015, we have full ownership of our assets and they are not subject to material encumbrances.

Climate Change

In recent years, Chile and the region have seen an increase of developments related to NCRE and strategies to combat climate change. This has required both the public and private sectors to adopt strategies in order to comply with the new environmental requirements, as evidenced by legal obligations at the local level, commitments assumed by countries at the international level, and the demanding requirements of the international markets.

NCREs provide energy with minimal environmental impact and without CO2 emissions. They are therefore considered technological options that strengthen sustainable energy development as they supplement the production of traditional generators.

The Canela wind farm (18 MW, in operation since 2007) and Canela II wind farm (60 MW, in operation since 2009) are the NCRE facilities owned by Endesa Chile which have contributed clean and renewable energy to the SIC. Regarding the development of CO2 emission reduction mechanisms, the projects in the Clean Development Mechanism (“CDM”) circuit were as follows:

Canela Wind Farm: On April 3, 2009, the United Nations Framework Convention on Climate Change (“UNFCCC”) approved the registration of the Canela project as a CDM project, which recognizes that this wind farm may verify and trade credits for greenhouse gas emissions that it will avoid during its useful life. On February 24, 2014, the UNFCCC approved the issuance of credits for 44,919 tons of CO2 emissions for the operational period of 2009 through 2011. Certified Emission Reductions (“CERs”) of subsequent periods have not yet been verified.

On August 8, 2013, the Canela wind farm achieved registration under the Gold Standard (“GS”). This allowed Endesa Chile to apply for the GS verification process, which would provide GS Voluntary Emission Reductions (“VER”).

Canela II Wind Farm: On August 12, 2012, the UNFCCC approved the registration of the Canela II project as a CDM project, which recognizes that this wind farm may verify and trade the greenhouse gas emissions that it will avoid during its useful life.

 

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Detail of CDM Projects Processed in the Nine Months ended September 30, 2015 by Endesa Chile

 

CDM project

 

Company/country

 

Position as of September 30, 2015

 

Emission factor
(tons
CO2e/MWh)

 

Approximate
emissions avoided
(tons CO2e/year)(1)

Canela Wind Farm   Central Eólica Canela S.A. (Chile)   Registered with the Executive Authority of the UNFCCC since April 2009. Issuance of 44,919 CERs(2) during the period from 2009 to 2011. Subsequent periods are not yet verified.   0.5713   27,251
Canela Wind Farm   Central Eólica Canela S.A. (Chile)   Registered with the Gold Standard (Voluntary Standard) since August 2013.   0.5713   27,251

(VER not yet

verified) (3)

Canela II Wind Farm   Central Eólica Canela S.A. (Chile)   Registered with the Executive Authority of the UNFCCC since August 2012. CDM procedure implemented.   0.6541   89,990

 

(1) Obtained from the PDD (Project Design Document) of each project.
(2) CER: Certified Emission Reductions.
(3) VER: Voluntary Emission Reductions.

In compliance with the group climate change guidelines, we have secured the certification of our carbon footprint for a fourth time. The Spanish Association of Standards and Certification (Asociación Española de Normalización y Certificación or “AENOR”), an independent certification authority, acknowledged the validity of the methodology. Acknowledgement by AENOR includes verification of the group’s carbon footprint reports from 2009 to 2014. A carbon footprint is the sum of all greenhouse gases (“GHGs”) produced by a company in the course of its business activity. We are striving to reduce our emissions as part of our commitment to combat climate change. The first step involves measuring our carbon footprint.

As part of the process of calculating our carbon footprint, we plan to obtain a GHG inventory, including direct emissions associated with activities controlled by us. We also plan to obtain a GHG inventory of indirect emissions, which are not generated through sources we control but are consequences of our activities.

The tools used to calculate emissions include audits and checks at all of our facilities. This enables us to monitor our carbon footprint throughout the entire electricity supply chain. Calculating the carbon footprint also enables us to identify phases of our activities with the greatest potential to boost energy efficiency and reduce emissions.

Item 4A. Unresolved Staff Comments

None

 

Item 5. Operating and Financial Review and Prospects

 

A. Operating Results.

General

The following discussion should be read in conjunction with our combined financial statements and the notes thereto, included in this information statement, and “Selected Financial Data,” included in Item 3 herein. Our audited combined financial statements as of September 30, 2015 and for the nine month then ended have

 

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been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the IASB. Our audited combined financial statements as of December 31, 2014 and 2013 and January 1, 2013 and for the years ended December 31, 2014 and 2013 have been prepared in accordance with IFRS, as issued by the IASB.

 

1. Discussion of Main Factors Affecting Operating Results and Financial Condition

We own and operate power generation and distribution companies in Chile. Our revenues, income and cash flows come from the operations of the combined companies and associates.

Factors such as (i) hydrological conditions, (ii) fuel prices, (iii) regulatory developments, (iv) exceptional actions adopted by governmental authorities and (v) changes to the economic conditions may materially affect our financial results. In addition, our results from operations and financial condition are affected by variations in the exchange rates between the Chilean peso and the U.S. dollar. We have certain critical accounting policies that affect our combined operating results. The impact of these factors on us, for the periods covered by this information statement, is discussed below.

Since May 2014, we have fully combined GasAtacama Holding and its subsidiaries, including GasAtacama, in our combined financial statements, as a result of Endesa Chile’s purchase of an additional 50% of GasAtacama Holding’s shares from Southern Cross Latin America Private Equity Fund III, L.P., which increased our economic interest in GasAtacama to 60.7%. Before this transaction, the companies were recognized as jointly-controlled companies.

 

a. Generation Business

A substantial part of our generation capacity depends on the prevailing hydrological conditions. Our installed capacity as of September 30, 2015, September 30, 2014 and December 31, 2014 was 6,351 MW and as of December 31, 2013 was 5,571 MW, of which 54.6% and 62.2%, respectively, was hydroelectric. The 781 MW increase in installed capacity between December 31, 2013 and 2014 is due to the inclusion of GasAtacama’s thermal generation capacity since May 2014. See “Item 4. Information on the Company – D. Property, Plant and Equipment.”

Hydroelectric generation was 7,699 GWh and 7,831 GWh in the nine months ended September 30, 2015 and 2014, respectively, a decrease of 132 GWh due to slightly less favorable hydrological conditions and higher accumulation in reservoirs. Hydroelectric generation was 11,561 GWh and 9,889 GWh in the years 2014 and 2013, an increase of 1,672 GWh, mainly due to more favorable hydrological conditions. Some important reservoirs are still at low levels due to several years of drought since 2010, characterized by low rainfall and a poor snowmelt.

Hydrological conditions in Chile can range from very humid, as a result of several years of abundant rainfall and lakes at their peak capacity, to extremely dry, as a consequence of prolonged droughts lasting for several years, the partial or material depletion of water reservoirs and the significant reduction of snow and ice in the mountains, which in turn leads to materially lower levels of hydrology as a consequence of lower melts. In between these two extremes, there is a wide range of possible hydrological conditions. For instance, a new year of drought has very different impacts on our business, depending on whether it follows several years of drought or a period of abundant rainfall. On the other hand, a good hydrological year has less marginal impact if it comes after several wet years than after a prolonged drought. In Chile, the months that typically have the most precipitation are May through August, and the months when snow and ice melts typically are October though March, providing water flow to our lakes, reservoirs and rivers, which supply our hydroelectric plants, most of them concentrated in southern Chile. For purposes of discussing the impact of hydrological conditions on our business, we generally categorize our hydrological conditions into dry, humid or normal, although there are many other possible scenarios well beyond these three. Extreme hydrological conditions materially affect our operating

 

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results and financial conditions. However, it is difficult to indicate the effects of hydrology on our operating income, without concurrently taking into account other factors, because our operating income can only be explained by looking at a combination of factors and not each one on a stand-alone basis.

Hydrological conditions affect electricity market prices, generation costs, spot prices, tariffs and the mix of hydroelectric or thermal generation, which is constantly being defined by the CDEC to minimize the operating cost of the entire system. Hydroelectric generation is almost always the least expensive method to generate electricity and normally has a marginal cost of close to zero. The exception is in years of prolonged drought. For example, in the case of Lake Laja, which is used as a reference for the SIC , if the lake is at a very low level in terms of potential capacity, Chilean authorities assign a cost for the use of water, which may mean that hydroelectric generation does not necessarily have the lowest marginal cost at such time. Generally, hydroelectric plants are dispatched before thermoelectric plants because of their much lower marginal cost. The cost of thermal generation does not depend on hydrology but instead on global commodity prices for LNG, coal and diesel.

Spot prices primarily depend on hydrological conditions and commodity prices. Under most circumstances, abundant hydrological conditions lower spot prices while dry conditions normally increase prices. Spot market prices affect us because we purchase electricity in the spot market if we have deficits between our contracted energy sales and our generation, and we sell electricity in the spot market if we have electricity surpluses.

There are many other factors that may affect operating income, including the level of contracted sales as opposed to sales without contracts, purchases/sales in the spot electricity market, commodity prices, energy demand, technical and unforeseen problems that can affect the availability of our thermal plants, plant locations in relation to urban demand centers, and transmission system conditions, among others.

To illustrate the effects of hydrology on our operating results, the following case table describes certain hydrological conditions, their expected effects on spot prices and generation, and the expected impact on our operating income, assuming that other factors remain unchanged. In all cases, the hydrological conditions do not have an isolated effect but need to be evaluated in conjunction with other factors to better understand the impact on our operating results.

 

Hydrological

Conditions

  

Expected effects on spot prices
and generation

  

Expected impact on our operating results

Dry    Higher spot prices    Positive: if our generation is higher than contracted energy sales, energy surpluses are sold in the spot market at high prices.
      Negative: if there is an energy deficit, we must purchase in the spot market at high prices.
   Reduced hydro generation    Negative: less energy available to sell in the spot market.
   Increased thermal generation    Positive: increases our energy available for sale and either reduces purchases in the spot market or increases sales in the spot market at high prices.
Wet    Lower spot prices    Positive: if our generation is less than energy contracted sales, the energy deficit is covered by purchases in the spot market at low prices.
      Negative: if there are energy surpluses, they are sold in the spot market at low prices.
   Increased hydroelectric generation    Positive: more energy available to sell in the spot market despite the low prices.
   Reduced thermal generation    Negative: less energy available to sell in the spot market.

 

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If factors other than those described above apply, the expected impact of hydrological conditions on operating results will be different than those shown above. For example, in a dry year with lower commodity prices, spot prices may decrease, or in a wet year if the demand grows, or generation plants are not available for technical or other reasons, the spot price may increase, altering the impact of hydrological conditions discussed in the table above.

In recent years, additional thermal capacity has helped to offset poor hydrological conditions, resulting in better operating margins. However, operation of the Bocamina I and II thermal power plants were stopped for extended periods in 2014 due to a court order from the local Court of Concepción. On July 1, 2015, the plants became available for dispatch after obtaining the required authorization. This shutdown would have had less impact had there been better hydrological conditions during this period.

Hydrological conditions were less favorable than the historical average during the period between January 2015 and July 2015. During this time, we also had reduced thermal generation due to the shutdown of Bocamina I and II, and high spot prices that to some extent were mitigated by the reduction of commodity prices. Our generation was lower than our contracted sales, resulting in higher energy purchase costs. Since July 2015, Bocamina I and II have been available and since August 2015 hydrological conditions have improved, and have been within the normal historical range, resulting in better operating income compared to the same period of 2014.

All of 2014 was dry and we had reduced thermal generation due to the shutdown of Bocamina I and II. Commodity prices were higher and our generation was lower than our contracted sales, resulting in higher energy purchase costs, with reductions to the operating income.

Hydrological conditions in 2013 were slightly drier than 2014, with lower commodity prices. We also purchased energy on the spot market at a higher price to meet our contractual obligations. The operating income, excluding depreciation, amortization and impairment losses was similar to 2014.

For additional information on the effects of hydrological conditions on our operating results, see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business—Because our generation business depends heavily on hydrological conditions, droughts may adversely affect our profitability.”

 

b. Distribution Business

Our electricity distribution business is conducted through Chilectra. For the nine months ended September 30, 2015, electricity sales amounted to 11,943 GWh, increasing by 1.4% compared to the same period of 2014. For the year ended December 31, 2014, electricity sales totaled 15,690 GWh, increasing by 3.6% compared to 2013. Currently Chilectra operates in the Santiago metropolitan area, providing electricity to over 1.8 million customers. Santiago is the country’s most densely populated area and has the highest concentration of industries, industrial parks and office facilities in the country. Chilectra faces growing electricity demand, because of organic growth in demand, which obliges it to continually invest in its facilities.

Among the key factors that impact our financial results are regulations. This is especially true when the actions adopted by government authorities define or intervene with directly regulated customer tariffs, or affect the price at which distributors can buy their energy. Our ability to buy electricity relies highly on generation availability and in a lesser degree on government regulation. In the past, we focused on reducing the losses, especially those due to illegally tapped energy, currently at a 5.5% level. We are working on improving our collectability indices and to improve our efficiency.

 

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c. Selective Regulatory Developments

The regulatory framework governing our businesses has a material effect on our results of operations. In particular, regulators set (i) energy prices in the generation business, taking into consideration factors such as fuel costs, reservoir levels, exchange rates, future investments in installed capacity and demand growth, and (ii) distribution tariffs taking into account the costs of energy purchases paid by distribution companies (which distribution companies pass on to their customers) and the “Value Added from Distribution,” or VAD, all of which are intended to reflect investment and operating costs incurred by distribution and generation companies and to allow our companies to earn a regulated level of return on their investments and guarantee service quality and reliability. Our earnings are determined to a large degree by government regulators, mainly through the tariff setting process.

Chilectra’s tariffs will be reviewed in 2016, which presents its own particularities and challenges since tariff reviews seek to capture economies of scale based on economic growth.

For additional information relating to the Chilean regulatory framework, see “Item 4. Information on the Company — B. Business Overview — Chilean Electricity Industry Regulatory Framework.”

 

d. Economic Conditions

Macroeconomic conditions, such as changes in employment levels and inflation or deflation may have a significant effect on our operating results. Macroeconomic factors, such as the variation of the Chilean peso against the U.S. dollar, may impact our operating results, as well as our assets and liabilities, depending on the percentage denominated in U.S. dollars. For example, a devaluation of the Chilean peso against the U.S. dollar increases the cost of capital expenditure plans. For additional information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business—Foreign exchange risks may adversely affect our results and the U.S. dollar value of dividends payable to ADS holders.” and “— Risks Related to Our Business —Chilean economic fluctuations could affect our results from of operations and financial condition as well as the value of our securities.”

Local Currency Exchange Rate

Variations in the parity of the U.S. dollar and the Chilean peso may have an impact on our operating results and overall financial position. The impact will depend on the level at which tariffs are pegged to the U.S. dollar, U.S. dollar-denominated assets and liabilities.

The following table sets forth the closing and average Chilean pesos per U.S. dollar exchange rates for the periods indicated:

 

     Local Currency U.S. Dollar Exchange Rates  
     Nine months ended September 30,      Year ended December 31,  
     2015      2014      2014      2013  
     Average      Period End      Average      Period End      Average      Year End      Average      Year End  

Chile (Chilean pesos per U.S. dollar)

     640.39         698.72         561.10         599.22         570.40         606.75         495.18         524.61   

 

Source: Chilean Central Bank

 

e. Critical Accounting Policies

Critical accounting policies are defined as those that reflect significant judgments and uncertainties which would potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described below with reference to the preparation of our combined financial statements under IFRS.

 

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For further detail of the accounting policies and the methods used in the preparation of the combined financial statements, see Notes 2 and 3 of the Notes to our interim combined financial statements

Impairment of Long-Lived Assets

During the year, and principally at the end of each reporting period, we evaluate whether there is any indication that an asset has been impaired. Should any such indication exist, we estimate the recoverable amount of that asset to determine, where appropriate, the amount of impairment. In the case of identifiable assets that do not generate cash flows independently, we estimate the recoverability of the cash generating unit to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of cash generating units to which goodwill or intangible assets with an indefinite useful life have been allocated, a recoverability analysis is performed routinely at each period end.

The recoverable amount is the greater of (i) the fair value less the cost needed to sell and (ii) the value in use. Value in use” is defined as the present value of the estimated future cash flows. In order to calculate the recoverable value of property, plant and equipment, goodwill and intangible assets, we use value in use criteria in nearly all cases.

To estimate the value in use, we prepare future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of cash generating units, revenues and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates, between 4.1% and 5.1%, which in no case are increasing nor exceed the average long-term growth rates for the particular sector.

These cash flows are discounted at a given pre-tax rate in order to calculate their present value. This rate reflects the cost of capital of the business in Chile. The discount rate is calculated taking into account the current time value of money and the risk premiums generally used by market participants for the specific business activity.

The pre-tax nominal discount rates applied as of September 30, 2015 and 2014 and December 31, 2014 and 2013 are as follows:

 

         Nine months ended September 30,     Year ended December 31,  
         2015     2014     2014     2013  

Country

   Currency   Minimum     Maximum     Minimum     Maximum     Minimum     Maximum     Minimum     Maximum  

Chile

   Chilean peso     8.7     13.1     7.8     16.3     7.9     13.0     7.8     16.3

 

Source: Chilean Central Bank

If the recoverable amount is less than the net carrying amount of the asset, the corresponding impairment loss provision is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the combined statement of comprehensive income.

Impairment losses recognized for an asset in prior periods are reversed when its estimated recoverable amount changes, increasing the asset’s value with a credit to earnings, limited to the asset’s carrying amount if no adjustment had occurred. In the case of goodwill, any adjustments made are not reversible.

 

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Litigation and Contingencies

We are currently involved in certain legal and tax proceedings. As discussed in Note 24 of the Notes to our interim combined financial statements as of September 30, 2015, we have estimated the probable outflows of resources for resolving these claims to be Ch$16.3 billion. We have reached this estimate after consulting our legal and tax advisors who are carrying out our defense in these matters and an analysis of potential results, assuming a combination of litigation and settlement strategies.

Hedge Revenues Directly Linked to the U.S. Dollar

We have established a policy to hedge the portion of our revenues directly linked to the U.S. dollar by obtaining financing in U.S. dollars. Exchange differences related to this debt, as they are cash flow hedge transactions, are charged net of taxes to an equity reserve account and recorded as income during the period in which the hedged cash flows are realized. This term has been estimated at ten years.

This policy reflects a detailed analysis of our future U.S. dollar revenue streams. Such analysis may change in the future due to new electricity regulations limiting the amount of revenues tied to the U.S. dollar.

Pension and Post-Employment Benefit Liabilities

We have various defined benefit plans for our employees. These plans pay benefits to employees at retirement and use formulas based on years of service and employee compensations. We also offer certain additional benefits for some retired employees in particular.

The liabilities shown for the pension and post-employment benefits reflect our best estimate of the future cost of meeting our obligations under these plans. The accounting applied to these defined benefit plans involves actuarial calculations which contain key assumptions that include employee turnover, life expectancy, retirement age, discount rates, the future level of employee compensations and benefits, the claims rate under medical plans and future medical costs. These assumptions change as economic and market conditions vary and any change in any of these assumptions could have a material effect on the reported results from operations.

The effect of an increase of one percentage point in the discount rate used to determine the present value of the post-employment defined benefits would decrease the liability by Ch$ 3.9 billion as of September 30, 2015, and Ch$ 3.9 billion and Ch$ 3.2 billion as of December 31, 2014 and 2013, respectively, and the effect of a decrease of one percentage point in the rate used to determine the present value of the post-employment defined benefits would increase the liability by Ch$ 4.6 billion as of September 30, 2015, and Ch$ 4.6 billion and Ch$ 3.7 billion as of December 31, 2014 and 2013, respectively.

Recent Accounting Pronouncements

Please see Note 2.2 of the Notes to our interim combined financial statements for additional information regarding recent accounting pronouncements.

 

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2. Analysis of Results of Operations for the Nine Months Ended September 30, 2015 and 2014

Revenues

Generation Business

The following table sets forth the physical electricity sales of Endesa Chile and its subsidiaries and the corresponding changes for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
     (in GWh)      (in %)  

Endesa Chile and subsidiaries

     17,311         15,063         2,248         14.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

Distribution revenues are mainly derived from the resale of electricity purchased from generators. Revenues associated with distribution include the recovery of the cost of electricity purchased and the resulting revenue from the VAD, which is associated with the recovery of costs and the return on the investment with respect to the distribution assets, plus the physical energy losses permitted by the regulator. Other revenues derived from our distribution business consist of charges for new connections and the maintenance and rental of meters, among others.

The following table sets forth the physical electricity sales of Chilectra Chile and the corresponding changes for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
     (in GWh)      (in %)  

Chilectra Chile

     11,943         11,783         160         1.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

The table below presents our revenues by business for the nine months ended September 30, 2015 and 2014

 

     Nine months ended September 30,  
     2015     2014     Change     Change  
           (unaudited)              
     (in millions of Ch$)     (in %)  

Generation Business

      

Endesa Chile and subsidiaries

     1,131,407        876,113        255,294        29.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Distribution Business

        

Chilectra Chile and subsidiaries

     930,399        830,888        99,511        12.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-electricity business and combination adjustments

     (299,607     (208,139     (91,468     43.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,762,199        1,498,862        263,337        17.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Generation Business: Revenues

Revenues increased by Ch$ 255.3 billion, or 29.1%, for the first nine months of 2015, mainly due to (i) Ch$ 80 billion as a consequence of 2,248 GWh, or 14.9%, increase in physical electricity sales due to both higher contractual sales, especially to distributors, and sales in the spot market, (ii) Ch$ 100 billion as result of US$ 4/MWh increase in average energy sale prices and (iii) Ch$ 80.6 billion of higher operating revenues contributed for the full 2015 period by GasAtacama, a combined entity since May 2014. This increase was partially offset by Ch$ 12.4 billion lower other operating income.

 

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Distribution Business: Revenues

Revenues from our Chilectra Chile combined entity increased by Ch$ 99.5 billion, or 12.0%, in the first nine months of 2015 compared to the same period of 2014. This increase is a result of (i) higher energy sales of Ch$ 87.3 billion, mainly due to the Ch$ 6.5/MWh (10.3%) increase of the tariff to regulated clients due to indexation cost adjustments not previously reflected in the tariff, which accounted for Ch$ 77.2 billion of higher energy sales, and (ii) Ch$ 11.7 higher revenues from other services, including construction services. The number of customers rose by 45,663, compared to the same period last year, totaling 1.7 million.

Total Operating Costs

Total operating costs consist primarily of electricity purchases from third parties, fuel purchases, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies and employee salaries. Operating costs also include administrative and selling expenses.

The following table shows the breakdown of our combined operating costs, as a percentage of total combined operating costs, for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014  
                   (unaudited)  
     (in million
of Ch$)
     (in %)      (in million
of Ch$)
     (in %)  

Operating Costs as a Percentage of Total Operating Costs

           

Electricity purchases

     642,368         44.7         611,230         48.1   

Fuel purchases

     289,425         20.1         232,011         18.2   

Transportation costs

     129,578         9.0         135,081         10.6   

Depreciation, amortization and impairment losses (1)

     117,309         8.2         94,465         7.4   

Other variable procurement and services

     90,457         6.3         25,519         2.0   

Staff benefit costs (1)

     86,220         6.0         80,599         6.4   

Other fixed costs (1)

     82,470         5.7         93,522         7.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Operating cost

     1,437,827         100.0         1,272,427         100.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Corresponds to selling and administration expenses.

Our total operating cost structure for the first nine months of 2015 remained similar to that for the same period in 2014, except for the combined electricity purchase expenses that grew less than the total operating costs, 5.1% versus 13.0%, due to a higher average purchase price in the distribution business and the other variable procurement and services costs in generation that increased as a percentage of total combined operating costs, described below.

 

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Generation and Distribution Operating Costs

The table below sets forth the breakdown of operating costs (excluding selling and administrative expenses) by business for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
            (unaudited)                
     (in millions of Ch$)      (in %)  

Generation Business

           

Endesa Chile and subsidiaries

     712,864         588,935         123,929         21.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     725,894         628,679         97,215         15.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business activities and combination adjustments

     (286,931      (213,773      (73,158      34.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,151,827         1,003,841         147,986         14.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Generation Business: Operating Costs

Operating costs increased by Ch$ 123.9 billion, or 21.0%, in the first nine months of 2015, mainly due to (i) Ch$ 57.4 billion higher fuel consumption costs mostly as a consequence of the full combination of GasAtacama since May 2014, (ii) Ch$ 44.3 billion higher other variable procurement and services mostly attributable to Ch$ 25.0 billion cost related to the lease of Gener’s Nueva Renca combined-cycle power plant that allows Endesa Chile to use its available LNG and Ch$ 9.4 billion higher water transportation costs for the operation of the San Isidro power plant, (iii) Ch$ 16.1 billion higher transportation costs and (iv) greater purchases of energy on the spot market of Ch$ 6.1 billion due to the higher sales to customers.

Distribution Business: Operating Costs

Operating costs of Chilectra Chile increased by Ch$ 97.2 billion, or 15.5%, for the first nine months of September 30, 2015, mainly due to Ch$ 84.6 billion greater energy purchases primarily due to a higher average purchase price of Ch$ 6,1/GWh as a result of regular indexation cost adjustments that contributed to additional costs of Ch$ 78.6 billion. In addition, the operation costs increase was impacted by the higher expenses on account of variable procurement and service costs of Ch$ 10.7 billion.

 

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Selling and Administrative Expenses

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table shows the breakdown of our combined selling and administrative expenses, as a percentage of total combined selling and administrative expenses, for the nine months ended September 30, 2015 and 2014.

 

    Nine months ended September 30,  
        2015             2014      
          (unaudited)  
    (in %)  

Selling and Administrative Expenses as a Percentage of Total Selling and Administrative Expenses

   

Other fixed costs

    28.9        34.8   

Staff benefit costs

    30.1        30.0   

Depreciation, amortization and impairment losses

    41.0        35.2   
 

 

 

   

 

 

 

Total

    100.0        100.0   
 

 

 

   

 

 

 

The table below sets forth the breakdown of selling and administrative expenses by business for the nine months ended September 30, 2015 and 2014:

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
            (unaudited)                
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     189,191         161,080         28,111         17.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     92,424         91,649         775         0.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     4,384         15,857         (11,473      (72.4
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     285,999         268,586         17,413         6.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Selling and administrative expenses increased by Ch$ 17.4 billion, or 6.5%, in the first nine month of 2015, mainly due to higher charges for depreciation of Ch$ 20.1 billion in the generation business from the inclusion of GasAtacama and due to capitalization carried out during the second half of 2014 in San Isidro II, Bocamina II and Tal Tal.

 

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Operating Income

The following table summarizes operating income by business for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
            (unaudited)                
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     229,352         126,098         103,254         81.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     112,081         110,560         1,521         1.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (17,060      (10,223      (6,837      (66.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     324,373         226,435         97,938         43.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Other Results

The following table shows the other results for the nine months ended September 30, 2015 and 2014.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
            (unaudited)                
     (in millions of Ch$)      (in %)  

Financial results

        

Financial income

     11,075         9,125         1,950         21.4   

Financial costs

     (52,291      (58,022      5,731         9.9   

Gain for indexed assets and liabilities

     3,320         3,089         231         7.5   

Net foreign currency exchange differences

     (45,890      (13,734      (32,156      (234.1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (83,785      (59,542      (24,243      (40.7

Other

           

Gain on sale of non-current assets not held for sale

     6,694         47,755         (41,061      (86.0

Share of the profit of associates accounted for using the equity method

     7,483         7,729         (246      (3.3
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     14,177         55,484         (41,307      (25.6
  

 

 

    

 

 

    

 

 

    

 

 

 

Other results

     (69,609      (4,058      (65,551      (94.2
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Results

The net financial results for the first nine months of 2015 was an expense of Ch$ 83.8 billion, an increase of Ch$ 24.2 billion, or 40.7%, in comparison to the same period in 2014. This increase was primarily due to increased charges for foreign currency exchange differences of Ch$ 32.2 billion, as a result of an increase in the exchange rate between the Chilean peso against the US dollar that affected the valuation of financial debt and derivative instruments, offset by Ch$ 5.7 billion in lower financial costs due to other financial costs as a result of lower intercompany debts.

Gain on sale of non-current assets not held for sale (Other gains)

The gain on asset sales for the first nine months of 2015 was Ch$ 6.7 billion, a decrease of Ch$ 41.1 billion from the same period in 2014. The primary reason for the reduction in these non-operating results is the non-

 

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recurring gain of Ch$ 42.6 billion recorded in the first nine months of 2014 arising from the revaluation of the 50% pre-existing investments in GasAtacama and as a result of the recognition of its accumulated currency exchange differences, as explained in Notes 5 and 32 of the Notes to our interim combined financial statements. In January 2015, we recorded income of Ch$ 4.2 billion from the sale of Túnel El Melón that partially offset the negative variation in comparison with the same period in 2014.

Corporate Income Tax

Corporate income tax expense decreased by Ch$ 45.1 billion, or 44.0%, to Ch$ 57.5 billion, for the nine-month period ended on September 30, 2015, compared to the same period in 2014. The effective tax rate was 22.6% for the nine-month period ended on September 30, 2015 and 46.1% for the same period in 2014. The decrease in corporate income tax expense was mainly due to the absence in 2015 of a one-time adjustment recorded as net deferred tax liability of Ch$ 66.7 billion in 2014, following the tax reform enacted in Chile on September 29, 2014. This tax reform established a gradual increase in the taxation rate until 2018 and is expected to slightly affect our results in the future, considering its main impacts on deferred taxes have been already recognized.

For more information see Notes 19 and 34 of the Notes to our interim combined financial statements and “Item 10. Additional Information—E. Taxation—Chilean Tax Considerations.”

Net Income

The following table sets forth our combined net income before taxes, income tax and net income for the periods indicated.

 

     Nine months ended September 30,  
     2015      2014      Change      Change  
            (unaudited)                
     (in millions of Ch$)      (in %)  

Operating income

     324,373         226,435         97,938         43.3   

Other results

     (69,608      (4,058      (65,551      n.a.   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income before taxes

     254,765         222,377         32,288         14.6   

Income tax

     (57,497      (102,595      45,098         44.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

     197,268         119,782         77,486         64.7   

Net income attributable to the Parent Company Chile

     149,907         96,244         53,663         55.8   

Net income attributable to non-controlling interests

     47,361         23,538         23,823         101.2   

For a breakdown of the net income by business, see Note 35.2 of the Notes to our interim combined financial statements.

The increase in the net income attributable to non-controlling interests of Ch$ 23.8 billion is principally due to the Ch$ 26.5 billion increase of the net income attributable to the non-controlling interests of Endesa Chile for the corresponding nine-month periods, which in turn is due mainly to the increase in the net income of Endesa Chile of Ch$ 66.3 billion. The controlling and economic interest of Endesa Chile is the same in both periods (59.98%).

 

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3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013.

Revenues

Generation Business

The following table sets forth the physical electricity sales of Endesa Chile and its subsidiaries and the corresponding changes for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in GWh)      (in %)  

Endesa Chile and subsidiaries

     21,157         20,406         751         3.7
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

The following table sets forth the physical electricity sales of Chilectra Chile and the corresponding changes for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in GWh)      (in %)  

Chilectra Chile

     15,690         15,140         550         3.6
  

 

 

    

 

 

    

 

 

    

 

 

 

The table below presents our revenues by business segment for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     1,220,566        959,787        260,779        27.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     1,127,893        975,024        152,869        15.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (299,394 )      (196,728 )      (102,666 )      52.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,049,065        1,738,083        310,982        17.9  
  

 

 

    

 

 

    

 

 

    

 

 

 

Generation Business: Revenues

Revenues increased by Ch$ 260.8 billion, or 27.2% in 2014, mainly due (i) Ch$ 30 billion as a consequence of an increase in physical sales of 3.7% mainly to distribution companies, (ii) Ch$ 160 billion as result of 29.5% increase in the average energy sales prices and (iii) Ch$ 113.0 billion of operating revenue contributed by GasAtacama, a combined entity since May 2014. This increase was partially offset by Ch$ 39.7 billion lower revenues from other services, mostly tolls and transmission.

Distribution Business: Revenues

Revenues from our Chilectra Chile combined entity increased by Ch$ 152.9 billion, or 15.7%, in 2014 as a result of higher average energy prices due to indexation cost adjustments not previously reflected that contributed higher revenues by Ch$ 124.5 billion and Ch$ 30.6 billion due to 550 GWh or 3.6% higher physical sales due to lower temperatures than the previous year. The number of customers rose by 43,375, totaling 1.7 million.

 

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Total Operating Costs

Total operating costs consist primarily of electricity purchases from third parties, fuel purchases, depreciation, amortization and impairment losses, maintenance costs, tolls paid to transmission companies, and employee salaries. Total operating costs also include administrative and selling expenses.

The following table shows the breakdown of our operating costs, as a percentage of total operating costs, for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013  
     (in million
of Ch$)
     (in %)      (in million
of Ch$)
     (in %)  

Operating Costs as a Percentage of Total Operating Costs

  

Electricity purchases

     788,421         47.3         568,467         42.2   

Fuel purchases

     305,480         18.3         211,612         15.7   

Transportation costs

     151,949         9.1         182,821         13.6   

Depreciation, amortization and impairment losses (1)

     141,623         8.5         127,720         9.5   

Other fixed costs (1)

     110,454         6.7         114,553         8.5   

Staff benefit costs (1)

     104,836         6.3         105,283         7.8   

Other variable cost

     63,553         3.8         36,004         2.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,666,315         100.0         1,346,460         100.0   

 

(1) Corresponds to selling and administration expenses.

Our 2014 total operating cost structure remained similar to our 2013 operating cost structure, except for the electricity purchases that increased due to the stoppage of Bocamina II since December 2013.

Generation and Distribution Operating Costs

The table below sets forth the breakdown of operating costs (excluding selling and administrative expenses) by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     750,213         494,892         255,321         51.6   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     855,758         712,458         143,300         20.1   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (296,569      (208,446      (88,123      (42.3
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,309,402         998,904         310,498         31.1   
  

 

 

    

 

 

    

 

 

    

 

 

 

Generation Business: Operating Costs

Operating costs of Endesa Chile increased by Ch$ 255.3 billion, or 51.6%, in 2014, mainly due to (i) Ch$ 164.0 billion greater purchases of energy on the spot market , principally as a consequence of the stoppage of Bocamina II coal fired power plant since December 2013, and (ii) Ch$ 93.9 billion higher fuel consumption costs mainly as a consequence of the full inclusion of GasAtacama since May 2014, which added Ch$ 53.9 billion, and a Ch$ 35.0 billion increase in San Isidro and Tarapaca thermal plants mainly due to higher price of the LNG.

 

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Distribution Business: Operating Costs

Operating costs of Chilectra Chile increased by Ch$ 143.3 billion, or 20.1%, in 2014 in comparison to 2013, mainly due to Ch$ 137.9 billion greater energy purchases to cover the physical energy sales, of which Ch$ 111.4 billion were explained by Ch$ 6.9/GWh higher average purchase price due to the regular indexation cost adjustments and Ch$ 26.5 billion by 589 GWh higher physical electricity purchases.

Selling and Administrative Expenses

Selling and administrative expenses relate to salaries, compensation, administrative expenses, depreciation, amortization and impairment losses, and office materials and supplies.

The following table shows the breakdown of our combined selling and administrative expenses, as a percentage of total combined selling and administrative expenses, for the years ended December 31, 2014 and 2013:

 

         Years ended December 31,      
     2014      2013  
     (in %)  

Selling and Administrative Expenses as a Percentage of Selling and Administrative Expenses

  

Other fixed costs

     30.9         32.9   

Staff benefit costs

     29.4         30.3   

Depreciation, amortization and impairment losses

     39.7         36.8   
  

 

 

    

 

 

 

Total

     100.0         100.0   
  

 

 

    

 

 

 

The table below sets forth the breakdown of selling and administrative expenses by business for the years ended December 31, 2014 and 2013:

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     224,627         202,030         22,597         11.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     118,028         122,503         (4,475      (3.7
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     14,258         23,023         (8,765      (61.9
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     356,913         347,556         9,357         2.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Selling and administrative expenses increased by Ch$ 9.4 billion, or 2.7%, in 2014, mainly due to higher charges for depreciation and impairment of Ch$ 21.2 billion in the generation business, which includes Ch$ 12.6 billion of impairment losses with respect to the Punta Alcalde project. On January 29, 2015, we halted development of the power plant and the related transmission project, in light of the changes requested by the Chilean Court, which may require major modifications to the approved RCA in order to make the project economically and technologically more sustainable. The above was offset by lower depreciation and impairment losses in Chilectra of Ch$ 7.2 billion.

 

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Operating Income

The following table summarizes operating income by business for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Generation Business

        

Endesa Chile and subsidiaries

     245,726         262,865         (17,139      (6.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Distribution Business

           

Chilectra Chile and subsidiaries

     154,107         140,063         14,044         10.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-electricity business and combination adjustments

     (17,083      (11,305      (5,778      (51.1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     382,750         391,623         (8,873      (2.3
  

 

 

    

 

 

    

 

 

    

 

 

 

Other Results

The following table shows the other results for the years ended December 31, 2014 and 2013.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Financial results

        

Financial income

     14,763         13,651         1,112         8.1   

Financial costs

     (75,626      (69,769      (5,857      (8.4

Gain for indexed assets and liabilities

     15,264         1,593         13,671         n.a.   

Net foreign currency exchange differences

     (21,444      (1,838      (19,606      n.a.   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (67,045      (56,363      (10,682      19.0   

Other

           

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

     70,893         14,528         56,365         n.a.   

Share of the profit (loss) of associates and joint ventures accounted for using the equity method

     (54,353      24,309         (78,661      n.a.   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     16,540         38,837         (22,297      (57.6
  

 

 

    

 

 

    

 

 

    

 

 

 

Other results

     (50,504      (17,526      (32,978      (188.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Results

The net financial results for 2014 was an expense of Ch$ 67.0 billion. The expense increased Ch$ 10.7 billion, or 19.0%, in comparison to 2013. This is mainly explained by: (i) increased charges for foreign currency exchange differences of Ch$ 19.6 billion, as a result of an increase in the exchange rate between the Chilean peso against the US dollar, that affects the valuation of financial debt and derivative instruments, (ii) higher financial cost of Ch$ 5.9 billion, mainly due the increase in the financial debt. This was partially offset by a gain for indexation adjustments of Ch$ 13.7 billion mainly due to the positive variation of financial derivatives asset position over the UF.

Gain on sale of non-current assets not held for sale (Other gains)

Gains from non-current assets not held for sale increased by Ch$ 56.4 billion, mainly due to the recognition of a Ch$ 42.5 billion gain arising from the revaluation of the 50% pre-existing investment participation in

 

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GasAtacama and as a result of the recognition of its accumulated currency exchange differences, as explained in Notes 5 and 32 of the Notes to our combined financial statements, and a Ch$ 21.1 billion gain on the sale of Los Maitenes and Aguas Santiago Poniente (Enea Project in former Manso de Velasco), partially offset by reduced sales of investment properties and transmission lines of Ch$ 11.0 billion.

Results of Associates and Joint Ventures Accounted for Using the Equity Method

The share of profits of associates accounted for using the equity method decreased by Ch$ 78.7 billion, mainly as a result of the impairment in the HidroAysén project of Ch$ 69.1 billion due to Endesa Chile’s decision not to proceed with this project. This decision was based on the uncertainty of recovering the investment made in the project, mainly as a consequence of the long judicial process in order to obtain environmental approvals. This result also decreased Ch$13.9 billion as a result of combination of GasAtacama Holding. Such decreases were partially offset by an increase of Ch$ 4.4 billion relating to Electrogas.

As a result of all the foregoing, total non-operating results for 2014 amounted to an expense of Ch$ 50.5 billion.

Corporate Income Tax

Corporate income tax increased by Ch$ 71.0 billion mainly due to (i) increased charges of Ch$ 62.0 billion resulting from the one-time recognition of net deferred tax liabilities, as a result of the application of the tax reform enacted in Chile on September 29, 2014, which establishes a gradual increase in the taxation rate, (ii) the additional net income due to the combination of GasAtacama that implied additional income tax by Ch$ 10.2 billion.

The effective tax rate was 39.9% in 2014 and 16.5% for the same period in 2013. For more information see Notes 19 and 34 of the Notes to our combined financial statements and “Item 10. Additional Information —E. Taxation — Chilean Tax Considerations.”

Net Income

The following table sets forth our combined net income before tax, income tax and net income for the periods indicated.

 

     Years ended December 31,  
     2014      2013      Change      Change  
     (in millions of Ch$)      (in %)  

Operating income

     382,750         391,623         (8,873      (2,3

Other results

     (50,504      (17,526      (32,978      (188.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income before taxes

     332,246         374,097         (41,851      (11.2

Income tax

     (132,687      (61,712      (70,975      (115.0
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

     199,559         312,385         (112,826      (36.1

Net income attributable to the Parent Company

     162,459         229,527         (67,068      (29.2

Net income attributable to non-controlling interests

     37,100         82,858         (45,758      (55.2

For a breakdown of the net income by business, see Note 35.2 of the Notes to our combined financial statements.

The net income attributable to non-controlling interests decreased by Ch$ 45.8 billion principally due to the Ch$ 46.9 billion of lower net income attributable to the non-controlling interests of Endesa Chile for the corresponding nine months periods, which in turn is mainly due to the decrease in the net income contributed by Endesa Chile of Ch$ 91.5 billion. The controlling and economic interest of Endesa Chile remained the same in both periods (59.98%).

 

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B. Liquidity and Capital Resources.

We will have no significant assets other than the stock of our Chilean combined entities. The following discussion of cash sources and uses reflects the key drivers of our cash flow.

We, on a stand-alone basis, will receive cash inflows from our Chilean combined entities, as well as from related companies in Chile. Cash flows of our associates may not be available to satisfy our own liquidity needs, mainly because they are not wholly-owned, and because there is a time lag before we have effective access to those funds through dividends or capital reductions. However, we believe that cash flow generated from our business operations, as well as cash balances, borrowings from commercial banks, and ample access to both Chilean and foreign capital markets will be sufficient to satisfy all our needs for working capital, expected debt service, dividends and planned capital expenditures in the foreseeable future.

We have a direct ownership in Endesa Chile (60.0%) and Chilectra Chile (99.1%), our main combined entities.

Set forth below is a summary of our combined cash flow information for the periods indicated:

 

     Nine months ended
September 30,
     Year ended
December 31,
 
     2015      2014      2014      2013  
            (unaudited)                
     (in billions of Ch$)  

Net cash flows from (used in) operating activities

     334         77         265         443   

Net cash flows from (used in) investing activities

     (241      (177      (189      (106

Net cash flows from (used in) financing activities

     (145      (54      (159      (216
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rates changes

     (52      (154      (83      120   

Effects of exchange rate changes on cash and cash equivalents

     4         7         1         0.4   

Cash and cash equivalents at beginning of period

     133         215         215         94   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

     85         68         133         215   
  

 

 

    

 

 

    

 

 

    

 

 

 

For the nine months ended September 30, 2015, net cash flow from operating activities was Ch$ 334 billion, an increase of Ch$ 258 billion, or 335.4%, compared to Ch$ 77 billion for the same period of 2014. The increase was primarily the result of an increase in collections from the sale of good and services of Ch$ 525 billion comprised of: (i) Ch$ 218 billion from Endesa Chile, on a stand-alone basis, mainly due to an increase in physical sales, (ii) Ch$ 114 billion from the full inclusion of GasAtacama and (iii) Ch$ 239 billion from Chilectra Chile due to an increase of the tariff to regulated customers, despite the slight decrease in the collection rate from 99.6% to 96.7% during the nine months ended September 30, 2015 compared to the same period in 2014. These factors were due to increasing economic activity in recent years and greater per capita consumption. These increases were partially offset by: (i) an increase in payments to suppliers of goods and services of Ch$ 127 billion comprised of Ch$ 115 billion from Endesa Chile and Ch$ 103 billion from Chilectra Chile mainly due to Ch$ 84.6 billion of higher energy purchases due to the higher indexation cost adjustments (the increase of Endesa Chile was mostly a consequence of Ch$ 57.4 billion of higher fuel purchases, of which the most relevant is LNG, which has been used more extensively due to the lower hydroelectric generation and the shutdown of the Bocamina II coal-fired plant until July 2015, thereby offsetting the effect of increasingly lower fuel prices during the last few years); (ii) an increase in income tax payments of Ch$ 86 billion mainly due to lower tax refunds for Endesa Chile and increased tax advances for Chilectra Chile as a consequence of higher sales and (iii) an increase in other payments for operating activities of Ch$ 34 billion attributable to higher VAT payments by Chilectra Chile and GasAtacama as a consequence of higher sales (see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 2. Analysis of Results of Operations for the Nine Months Ended September 30, 2015 and 2014”).

 

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For the year ended December 31, 2014, net cash flow from operating activities was Ch$ 265 billion, a decrease of Ch$ 178 billion, or 48.8%, compared to net cash flow from operating activities of Ch$ 443 billion for 2013. The decrease was primarily the result of an increase in payments to suppliers of goods and services of Ch$ 392 billion comprised of Ch$ 283 billion from Chilectra Chile, mainly due to Ch$ 137.9 billion greater energy purchases to cover physical energy sales and Ch$ 228 billion from Endesa Chile as a result of Ch$ 164.0 billion greater purchases of energy on the spot market as a consequence of the shutdown of the Bocamina II coal-fired plant during 2014, as well as Ch$ 93.9 billion of higher fuel consumption in connection with the full inclusion of GasAtacama since May 2014 and higher LNG prices in comparison to 2013. In addition, lower operating cash flow was attributable to a decrease in the collections from insurance policies and services, annual payments, and other benefits from policies held in 2014 of Ch$ 74 billion compared to 2013. In 2013, Endesa Chile received a Ch$ 72.2 billion reimbursement from the insurance company for the loss of profits from the Bocamina I power plant and Ch$ 1.4 billion of material damages at the Bocamina II power plant, both related to the 2010 earthquake in Chile. The decrease in 2014 was partially offset by (i) the increase in collections from the sale of goods and services of Ch$ 282 billion comprised of Ch$ 171 billion from Endesa Chile, on a stand-alone basis, mainly due to higher physical sales, Ch$ 122 billion from the full inclusion of GasAtacama and Ch$ 71 billion from Chilectra Chile due to greater average energy sales even when the collection rate remained stable in comparison with 2013 (99.6% in 2014 versus 99.9% in 2013), and (ii) a decrease in income tax payments of Ch$ 34 billion mainly attributable to higher tax refunds in Endesa Chile (see “Item 5. Operating and Financial Review and Prospects — A. Operating Results.— 3. Analysis of Results of Operations for the Years Ended December 31, 2014 and 2013”).

For the nine months ended September 30, 2015, net cash used in investing activities was Ch$ 241 billion, compared to net cash used in investing activities of Ch$ 177 billion for the same period of 2014. The increase was mainly due to the acquisition of fixed assets totaling Ch$ 253 billion (see “Item 4. Information of the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”), all of which were partially offset by proceeds from dividends classified as investment cash flow of Ch$ 9 billion, loss of control of combined entities for Ch$ 7 billion, arising from the proceeds received for the sale of all of our shareholdings in Túnel El Melon, and interest received of Ch$ 1 billion.

For the year ended December 31, 2014, net cash used in investing activities was Ch$ 189 billion, compared to net cash used in investing activities of Ch$ 106 billion for 2013. The increase was mostly due to the acquisition of fixed assets totaling Ch$ 197 billion (see “Item 4. Information of the Company — A. History and Development of the Company — Investment, Capital Expenditures and Divestitures”), the inclusion of GasAtacama, after the purchase of an additional 50% participation, of Ch$ 38 billion, a decrease of collections from derivatives contracts of Ch$ 17 billion and investments in time deposits with a maturity greater than 90 days of Ch$ 16 billion, all of which were partially offset by the loss of control of combined entities for Ch$ 41 billion, due to the sale of all the shareholdings in Maitenes and Aguas Santiago Poniente, proceeds from dividends classified as investment cash flow of Ch$ 13 billion and interest received of Ch$ 4 billion.

For the nine months ended September 30, 2015, net cash used in financing activities was Ch$ 145 billion. The main drivers of this amount are described below.

The aggregate cash inflows from financing activities were primarily due to Ch$ 181 billion in loans from related entities, mainly to Endesa Chile, offset by cash outflows primarily due to:

 

    Ch$ 137 billion of payments of bonds for Endesa Chile on a stand-alone basis.

 

    Ch$ 133 billion in dividend payments (including Ch$ 102 billion for Enersis on a stand-alone basis, Ch$ 22 billion for Endesa Chile on a stand-alone basis, excluding dividends paid to Enersis and Ch$ 8 billion for Pehuenche, among others).

 

    Ch$ 44 billion of interest expense, mainly for Endesa Chile on a stand-alone basis.

 

    Ch$ 8 billion of net investment of parent companies.

 

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For the nine months ended September 30, 2014, net cash used in financing activities was Ch$ 54 billion. The main drivers of this amount are described below.

The aggregate cash outflows from financing activities were primarily due to:

 

    Ch$ 158 billion in dividend payments (including Ch$ 114 billion for Enersis on a stand-alone basis, Ch$ 35 billion for Endesa Chile on a stand-alone basis, excluding dividends paid to Enersis and Ch 6 billion for Pehuenche, among others).

 

    Ch$ 115 billion of payments of loans and bonds for Endesa Chile on a stand-alone basis.

 

    Ch$ 42 billion of interest expense, mainly for Endesa Chile on a stand-alone basis.

 

    Ch$ 10 billion of net investment of parent companies.

These outflows were offset by cash inflows primarily due to:

 

    Ch$ 222 billion in bond issuances by Endesa Chile.

 

    Ch$ 56 billion in loans from related entities.

For the year ended December 31, 2014, net cash used in financing activities was Ch$ 159 billion. The main drivers of this amount are described below.

The aggregate cash outflows from financing activities were primarily due to:

 

    Ch$ 161 billion in dividend payments (including Ch$ 115 billion for Enersis on a stand-alone basis, Ch$ 35 billion for Endesa Chile on a stand-alone basis and Ch$ 8 billion for Pehuenche, among others, excluding dividends paid to Enersis).

 

    Ch$ 159 billion of payments of loans from related entities.

 

    Ch$ 118 billion of payments of loans and bonds for Endesa Chile on a stand-alone basis.

 

    Ch$ 63 billion of interest expense mainly in Endesa Chile on a stand-alone basis.

These outflows were offset by cash inflows primarily due to:

 

    Ch$ 222 billion in bond issuances by Endesa Chile.

 

    Ch$ 131 billion of net investment of parent companies.

For the year ended December 31, 2013, net cash used in financing activities was Ch$ 216 billion. The main drivers of this amount are described below.

The aggregate cash outflows from financing activities were primarily due to:

 

    Ch$ 213 billion of payments of loans, bonds and other financial instruments for Endesa Chile on a stand-alone basis.

 

    Ch$ 101 billion in dividend payments (including Ch$ 79 billion for Enersis Chile on a stand-alone basis, Ch$ 13 billion for Endesa Chile on a stand-alone basis, excluding dividends paid to Enersis, and Ch$ 7 billion for Pehuenche, among others).

 

    Ch$ 59 billion of interest expense mainly for Endesa Chile on a stand-alone basis.

 

    Ch$ 37 billion of net investment of parent companies.

 

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These outflows were offset by cash inflows primarily due to Ch$ 199 billion in loans from related entities.

For a description of liquidity risks resulting from the inability of our combined entities to transfer funds, please see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — We depend in part on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.”

We coordinate the overall financing strategy of our controlled combined entities. Our operating combined entities independently develop their capital expenditure plans and finance their capital expansion programs through internally generated funds or direct financings. Enersis Chile, on a stand-alone basis, has no legal obligations or other commitments to financially support our combined entities. Enersis Chile, on a stand-alone basis, currently has no debt obligations and is therefore not affected by any cross default provisions that could be triggered by combined entity defaults. Our combined entities are financed by us through intercompany loans. For information regarding our commitments for capital expenditures, see “Item 4. Information on the Company — A. History and Development of the Company — Investments, Capital Expenditures and Divestitures” and our contractual obligations table set forth below.

After completion of the Spin-Off, we will have American Depositary Shares, which we intend to list and trade on the NYSE and may in the future access the international equity capital markets (including SEC-registered ADS offerings) while our combined entity Endesa Chile has accessed the international equity capital markets, with an SEC-registered ADS offering on August 3, 1994. Endesa Chile has also issued bonds in the United States (“Yankee Bonds”) and we and Endesa Chile may issue Yankee Bonds depending on liquidity needs in the future. Since 1996, Endesa Chile and its subsidiary Pehuenche have issued a total of US$ 2,770 million in Yankee Bonds.

The following table lists the Yankee Bonds issued by our combined entity Endesa Chile and the aggregate principal amount outstanding as of September 30, 2015. The weighted average annual coupon interest rate for such bonds is 5.8%, without giving effect to each bond’s duration, or put options.

 

                     Aggregate Principal Amount  

Issuer

  

Term

  

Maturity

   Coupon     Issued      Outstanding  
               (%)     (in millions of US$)  

Endesa Chile

   10 years    April 2024      4.250       400         400   

Endesa Chile(1)

   30 years    February 2027      7.875       230         206   

Endesa Chile(2)

   40 years    February 2037      7.325       220         71   

Endesa Chile(1)

   100 years    February 2097      8.125       200         40   
        

 

 

   

 

 

    

 

 

 

Total

           6.426 (3)      1,250         717   
        

 

 

   

 

 

    

 

 

 

 

(1) Endesa Chile repurchased some of these bonds in 2001.
(2) Holders of the Endesa Chile 7.325% Yankee Bonds due 2037 exercised a put option on February 1, 2009 for a total amount of US$ 149.2 million. The remaining US$ 70.8 million principal amount of the Yankee Bonds mature in February 2037.
(3) Weighted-average coupon.

We will have access to the Chilean domestic capital markets. Endesa Chile has issued debt instruments in Chile, including commercial paper and medium and long-term bonds that are primarily sold to Chilean pension funds, life insurance companies and other institutional investors.

 

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The following table lists UF-denominated Chilean bonds issued by Endesa Chile that are outstanding as of September 30, 2015.

 

Issuer

   Term      Maturity    Coupon
(inflation
adjusted rate)
    Aggregate Principal Amount  
           Issued      Outstanding  
                 (%)     (in millions
of UF)
     (in millions
of UF)
     (in billions
of Ch$)
 

Endesa Chile Series H

     25 years       October 2028      6.20       4.0         2.9         72   

Endesa Chile Series M

     21 years       December 2029      4.75       10.0         10.0         254   
        

 

 

   

 

 

    

 

 

    

 

 

 

Total

           5.07 (1)      14.0         12.9         326   
        

 

 

   

 

 

    

 

 

    

 

 

 

 

(1) Weighted-average coupon.

For a full description of local bonds issued by Endesa Chile, see “Unsecured liabilities detailed by currency and maturity” in Note 20 of the Notes to our interim combined financial statements.

We may also participate in the international commercial bank markets through syndicated senior unsecured loans, including both fixed term and revolving credit facilities. As of September 30, 2015, the amount outstanding or available for these bank loans is listed below:

 

Borrower

  

Type

   Maturity      Facility Amount      Amount Drawn  
                 (in millions of US$)      (in millions of US$)  

Endesa Chile

   Syndicated revolving loan      July 2019         200         —     

The Endesa Chile revolving credit facility due July 2019 does not contain a condition precedent requirement regarding the non-occurrence of a “Material Adverse Effect” (or MAE, as defined contractually) prior to a disbursement, allowing us full flexibility to draw on up to US$ 200 million in the aggregate from such committed revolving facility under any circumstances, including situations involving an MAE.

We and Endesa Chile also borrow from banks in Chile under fully committed facilities in which a potential MAE would not be an impediment to this source of liquidity. In early 2013, Endesa Chile entered into 3-year bilateral revolving loans for an aggregate of UF 2.4 million (Ch$ 86 billion as of September 30, 2015) as described below.

 

Borrower

  

Type

   Maturity      Facility Amount      Amount Drawn  
                 (in millions of UF$)      (in billions of UF$)  

Endesa Chile

   Bilateral revolving loan      February 2016         2.4         —     

We and Endesa Chile also borrow routinely from uncommitted Chilean bank facilities with approved lines of credit for approximately Ch$ 113 billion in the aggregate, of which Ch$ 578,311 are drawn. Unlike the committed lines described above, which are not subject to MAE conditions precedent prior to disbursements, these facilities are not guaranteed , and therefore could limit our liquidity under certain circumstances. Our combined entities also have access to uncommitted local bank facilities, for a total amount of Ch$ 97 billion, of which Ch$ 30,000 are drawn.

Both we and Endesa Chile may also access the Chilean commercial paper market under programs that need to be registered with the SVS. Endesa Chile has an outstanding program for a maximum of US$ 200 million. Finally, we can also have access to other types of financing, including supplier credits, leasing, among others.

As of September 30, 2015, Enersis Chile, on a stand-alone basis, had no debt obligations and was therefore not affected by any covenants or events of default. Endesa Chile’s outstanding debt facilities, with the exception

 

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of their Yankee Bonds, include financial covenants. The types of financial covenants, and their respective limits, vary from one type of debt to another. As of September 30, 2015, the most restrictive financial covenant affecting Endesa Chile was the leverage ratio in connection with the bilateral revolving loan facility that matures in February 2016. Under such covenant, the maximum additional debt that could be incurred without a breach is Ch$ 1,167 billion. As of September 30, 2015 and as of the date of this information statement, our combined entities are in compliance with the financial covenants contained in our combined debt instruments.

As is customary for certain credit and capital market debt facilities, a significant portion of Endesa Chile’s financial indebtedness is subject to cross default provisions. Each of the revolving credit facilities described above, as well as all of Endesa Chile’s Yankee Bonds, have cross default provisions with different definitions, criteria, materiality thresholds, and applicability as to the combined entities that could give rise to a cross default.

The cross default provision for the Endesa Chile revolving credit facilities due in July 2019, governed by the laws of the State of New York, refers to defaults of the borrower, without reference to any combined entity. Under such credit facilities, only matured defaults of the borrower exceeding US$ 50 million qualify for a potential cross default when the principal exceeds US$ 50 million, or its equivalent in other currencies. In the case of a matured default above the materiality threshold, the revolving credit facility’s lenders would have the option to accelerate if lenders representing more than 50% of the aggregate debt of a particular outstanding facility choose to do so.

Endesa Chile local facilities due in February 2016 do not have cross default provisions to debt other than the respective borrower’s own indebtedness.

Cross default provisions of Endesa Chile’s Yankee Bonds may be triggered by its Chilean subsidiaries’ debt. A matured default of Endesa Chile or one of its subsidiaries could result in a cross default to Endesa Chile’s Yankee Bonds if such matured default, on an individual basis, has a principal exceeding US$ 30 million, or its equivalent in other currencies. In the specific case of the Endesa Chile’s Yankee Bond issued in April 2014, maturing in 2024, the threshold is US$ 50 million, or its equivalent in other currencies. In the case of a matured default above the materiality threshold, Yankee bondholders would have the option to accelerate if either the trustee or bondholders representing at least 25% of the aggregate debt of a particular series then outstanding choose to do so. Finally, Endesa Chile’s local bonds do not have cross default provisions arising from its subsidiaries.

All of Endesa Chile’s Yankee Bonds, including those registered with the United States Securities and Exchange Commission, are unsecured and not subject to any guarantees by any of our combined entities or parent companies.

Payment of dividends and distributions by our combined entities and affiliates represent an important source of funds for us. The payment of dividends and distributions by certain combined entities and affiliates are subject to legal restrictions, such as legal reserve requirements, and capital and retained earnings criteria, and other contractual restrictions. Legal counsel in the countries where our combined entities and affiliates operate have informed us of the current legal restrictions regarding the payment of dividends or distributions to us in the jurisdictions where such combined entities or affiliates are incorporated. We are currently in compliance with the legal restrictions, and therefore, they currently do not affect the payment of dividends or distributions to us. Certain credit facilities and investment agreements of our combined entities restrict the payment of dividends or distributions in certain special circumstances. For instance, one of Endesa Chile’s UF-denominated Chilean bonds restricts the amount of intercompany loans that Endesa Chile and its subsidiaries are allowed to lend to us. The threshold for such restriction of intercompany loans is US$ 100 million equal to approximately Ch$ 70 billion. For a description of liquidity risks resulting from our company status, please see “Item 3. Key Information — D. Risk factors — Risks Related to Our Business — We depend in part on payments from our combined entities, jointly-controlled entities and associates to meet our payment obligations.”

 

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Our estimated capital expenditures for 2016 through 2020 amount to Ch$ 1,298 billion, of which Ch$ 1,238 billion are considered non-discretionary investments. We include maintenance capital expenditures as non-discretionary because it is important for us to maintain the quality and operation standards required for our facilities, but we do have some flexibility regarding the timing for these investments. We consider the investment in expansion projects under execution as non-discretionary expenditures, such as those for Los Cóndores and Bocamina II, as well as water rights. We consider the remaining Ch$ 60 billion as discretionary capital expenditures. The latter includes expansion projects that are still under evaluation, in which case we would undertake them only if deemed profitable.

We do not currently anticipate liquidity shortfalls affecting our ability to satisfy the material obligations described in this information statement. We expect to be able to refinance our combined indebtedness as it becomes due, fund our purchase obligations outlined previously with internally generated cash and fund capital expenditures with a mixture of internally generated cash and borrowings.

 

C. Research and Development, Patents and Licenses, etc.

None.

 

D. Trend Information.

Our combined entities are engaged in the generation and distribution of electricity in Chile. Our businesses are subject to a wide range of conditions that may result in significant variability in our earnings and cash flows from year to year.

Our net income is principally the result of operating income from our generation and distribution businesses, and non-operating income including primarily income arising from related companies accounted for under the equity method, interest expense and tax expense.

In our generation business, our operating income is impacted by the combined effect of several factors, including our contracted electricity prices, prevailing hydrological conditions, the price of fuels used to generate thermal electricity, contracted obligations, generation mix, and the electricity prices prevailing in the spot market, among others. The combined effect of many, and sometimes all, of these factors impacts our operating income, which can be more or less favorable from year to year. For example, for the nine months ended September 30, 2015, our operating income increased by 81.9 % as compared to the same period in 2014 because of a better combination of these factors, as described in further detail in “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Analysis of results of operations for the Nine Months Ended September 30, 2015 and 2014.”

One of the main drivers of our results of operations of our electricity generation business is our sale prices and energy costs. Generally, the quantity of electricity sold has been relatively stable over time, with increases reflecting economic and demographic growth . Our profits from contracted sales are driven by the ability to generate or buy electricity at a cost lower than the contracted price. However, the applicable price for sales and purchases for electricity sold and purchased in the spot market is much harder to predict because the spot generation price is influenced by many factors. In general, abundant hydrological conditions lower spot prices while dry conditions increase them. However, our operating income may not be impacted even when we are required to buy at high prices in the spot market if our commercial policy is appropriately managed. Our goal is to have a conservative and well balanced commercial policy, which aims at controlling relevant variables, provides stability to profits, and mitigates our exposure to the volatility of the spot market by contracting sales of a significant portion of our expected electricity generation through long-term electricity supply contracts. Our optimal level of electricity supply commitments is one that allows us to protect ourselves against low marginal cost conditions, such as those existing during the rainy season, while still taking advantage of high marginal cost conditions, such as higher spot market prices during dry years. In order to determine the optimal mix of long-

 

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term contracts and sales in the spot market: (i) we project our aggregate generation taking into consideration our generation mix, the incorporation of new projects under construction and a dry hydrology scenario, (ii) create demand estimates using standard economic theory, and (iii) forecast the system’s marginal cost using proprietary stochastic models.

Chile does not produce coal or hydrocarbons in any significant quantities. Therefore, international prices for fuel oil, coal and LNG also affect our spot prices. Fuel prices affect our results since commodity prices directly impact generation costs of our thermal power plants. Commodity prices, mainly oil, have materially decreased since the second half of 2014 and it is expected that this trend will continue until the end of 2016, when oil prices are expected to begin increasing. This decreasing trend will likely lower our costs in the generation business, but they also depend on other factors such as spot prices and our contractual surpluses/deficits. As described below, our contracted sales prices are indexed to coal, Brent and Henry Hub prices; therefore, sales prices will also be affected by variations of commodity prices, reducing in part our results. Commodities are contracted for long-term period (10-15 years) and we try to determine the indexation formula based on our cost forecasts. The indexation of long-term sale prices tries to hedge revenues and operating costs, which are also constantly monitored and analyzed to reach favorable hedge positions in the short-term as well.

Other factors that affect operating income include transmission costs incurred when delivering electricity from its source to end consumers. The transmission charge is set by the Chilean regulator and have tended to remain stable over time. In 2016, a new transmission law will be enacted and it is expected that from 2019 to 2034, the transmission cost for the use of the main transmission system, the most important, will progressively be transferred to customers, who will fully assume that cost beginning in 2035.

As a consequence of hydrological conditions, the stoppage of Bocamina I and II and our requirement to comply with our contracted obligations, we have been a net purchaser of electricity in the spot market since the second half of 2014, a trend that increased in 2015 compared to 2014. During this period, average spot prices (measured in US$/MWh) have been decreasing. The CDEC-SIC forecasted that the 2016 energy costs, and therefore spot prices, would decrease significantly compared to the average of previous years, mainly due to the entry of new efficient generation capacity, low cost of fuels and the increase of power plants based on NCRE. This decrease may be greater depending on the availability of water for generation. Currently, our contracted sales are not standardized and the terms and conditions of these sale contracts are individually negotiated. Typically, when we negotiate these sale contracts, we try to set the price at a premium over future expected spot prices so as to mitigate the risk of future increases in spot prices. However, the premium can vary substantially depending on a variety of conditions. The proportion of contracted sales with regulated customers (distributors) has increased in relation to the non-regulated customers. This allows us to have consistent prices for longer periods, normally between 10 to 20 years, which combined with our conservative commercial policy, provides for our profitability. Most regulated tariffs are composed of 70% U.S. consumer price index (“CPI”) and 30% commodities prices. Recently, the tariff components have been 25% of U.S. CPI, 25% Henry Hub prices, 25% Brent prices and 25% coal prices, in order to better reflect a higher commodity dependence. We expect that during the next three years, regulated tariff rates in Chile will remain fairly stable, without material changes.

Our tax expense increased significantly in 2014 as a consequence of a tax reform enacted in Chile on September 29, 2014, which established a gradual increase in the taxation rate until 2018. In accordance with IFRS, the main effect of the new Chilean tax reform was applied as a one-time adjustment to our net deferred tax liabilities as of September 30, 2014 and recorded in our statement of comprehensive income. It is expected that this reform will slightly affect our results in the future, considering its main impacts on deferred taxes have been already recognized. For more detail see “Item 10. Additional Information—E. Taxation—Chilean Tax Considerations.”

For more detail on how each of these factors impact the net income of our electricity generation and distribution businesses, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—1. Discussion of Main Factors Affecting Operating Results and Financial Condition of the Company.”

 

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We expect reasonably good operating performance during the coming years given the favorable macroeconomic perspective for Chile. Despite current uncertainties concerning the global economy, there is favorable expectation for Chile’s growth during the next five years, including an expected 2.2% growth in gross domestic product in 2015, based on Latin American Consensus Forecasts published by Consensus Economics Inc. on September 14, 2015, and a stable electricity demand growth.

On the other hand, development of new generation facilities in Chile has always lagged behind demand growth. However, due to growing environmental restrictions, transmission line saturation, obstacles for fuel transportation, and scarcity of places where to locate plants, these new projects involve higher development costs than in the past. Enel, our ultimate controller both before and after the Spin-Off, has announced that it will no longer build coal power plants because it considers the technology to be obsolete, and the company expects to be carbon neutral by 2050. Eventually, Enel would like to also eliminate natural gas power plants because of the CO2 costs and current carbon capture and storage technology is not economically viable.

We expect that average electricity prices will rise to recognize these higher costs. This could increase the value of our assets, especially in the case of hydroelectric power plants, which have lower production costs, and thus have greater profitability in scenarios of increasing prices to end users. We expect this situation will also impact long term spot prices positively. Long term contracts awarded to our combined entities in different bids have already incorporated these expected price levels. Currently, 15.3% of our expected annual generation is sold under contracts with terms of at least ten years and an additional 77.8% under contracts with terms of at least five years.

In order to mitigate the risk of increasing fuel costs, we have entered into supply contracts to cover part of the fuel needed to operate the thermal generation units, which operate with coal, natural gas, diesel, and fuel oil. Through an equity interest in GNL Quintero and GNL Chile, and a Long Term Gas Supply Agreement with GNL Chile, we are the only electricity company in Chile with direct access to the LNG terminal at Quintero Bay (the only facility of its kind in the SIC market). This enhances our position to manage fuel supply risks, especially when facing increasing fuel costs scenarios. This is becoming more important as there is an increasing trend to penalize fuel intensive technologies, such as coal and diesel, which have greater environmental impacts.

In July 2013, Endesa Chile successfully renegotiated a LNG sale and purchase agreement with British Gas. This renegotiation modified some conditions of the original contract, allowing Endesa Chile to secure its long-term LNG supply at competitive prices, with significant flexibility and at capacities sufficient for its current and future needs.

Endesa Chile has also contracted capacity in the LNG truck loading facility (TLF) in the Quintero LNG Terminal, allowing it to sell natural gas to industrial customers. In August 2014, the first load of LNG was successfully delivered to MAERSK’s satellite regasification facility. During 2014, a 20-year sale and purchase agreement was signed with GasValpo (a gas distribution company) to distribute natural gas using the TLF for new customers in various cities in Chile. The first stage started its operations during August 2015, supplying the city of Talca (270 km south of Santiago). Other plants are currently in advanced construction and will begin operation before the end of 2015.

In January 2015, Endesa Chile entered into an agreement with Intergas (gas distribution company) to supply LNG by trucks to the city of Temuco (700 km south of Santiago). This supply arrangement will start during first quarter of 2016.

Endesa Chile also exercised a priority option to purchase additional regasification capacity as part of an expansion at the Quintero LNG Terminal. This allows us to increase our regasification capacity from 3.2 million cubic meters per day to 5.4 million cubic meters per day, as of the first quarter of 2015. This expansion will allow our San Isidro and Quintero power plants to generate additional thermal electricity and also allow Endesa Chile to secure the LNG supply necessary for potential new power plants.

 

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With respect to our distribution business, our operating income for the nine months ended September 30, 2015 increased by 15.5% as compared to the same period of 2014. We believe that electricity demand will grow approximately 3.7% annually, on average, over the next five years.

In connection with the distribution segment tariffs, and taking into account the future periodic review process in Chile, we expect that the regulator will continue to recognize investments, encourage efficiency, and establish prices that will allow for an appropriate return on our investment. We also anticipate that our distribution company will maintain its profitability during the period between periodic tariff setting processes, according to price cap tariff model, due to growth and economies of scale. After tariffs have been set, the companies have the opportunity to increase their efficiency, and obtain extra profits associated with such efficiencies, during the period subsequent to each new tariff setting.

Although the price at which a distribution company purchases electricity has an impact on the price at which it is sold to end users, it does not have an impact on our profitability since the cost of electricity purchased is passed to end users through tariffs. Regulation dictates that purchase contracts must be made through long-term contracts and are the result of a regulated tender.

There can be no assurance that past performance will be indicative of future performance with respect to our businesses. Any significant change with respect to hydrological conditions, fuel or electricity prices, among other factors, could affect our operating income in the generation business. More broadly, any significant change with respect to economic or population growth, as well as changes in the regulatory regimes in Chile, among other factors, could affect our operating income. Variability in our earnings and cash flows can also arise from non-operating factors as well, such as foreign currency exchange rates. For further information regarding our 2015 results compared with those recorded in previous periods, please see “— A. Operating Results — Results of Operations for the nine months ended September 30, 2015 and 2014” and “— A. Operating Results — Results of Operations for the Years Ended December 31, 2014 and 2013.” Investors should not look at our past performance as indicative of future performance.

We expect that we will continue generating substantial operating cash, which can be used to finance a significant part of our capital expenditure plan. If needed, our shareholders can also decrease the dividend payout ratio, subject to certain minimum legal restrictions, in order to finance our investment plan and future growth.

In order to be more responsive to the concerns of the residents living in the surrounding areas of prospective new sites, we have shifted our focus to building smaller, less invasive power plants. These plants are constructed faster, allow greater flexibility to activate or deactivate according to system needs, and are generally more acceptable to residents. The local population will be involved in the planning stages of any future projects.

 

E. Off-balance Sheet Arrangements.

We are not a party to any off-balance sheet arrangements.

 

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F. Tabular Disclosure of Contractual Obligations.

The table below sets forth the Company’s cash payment obligations as of December 31, 2014:

 

     Payments due by Period  

Ch$ billion

   Total      2015      2016-2017      2018-2019      After 2019  

Bank debt

     1         1         —           —           —     

Local bonds(1)

     333         5         10         36         282   

Yankee bonds(1)

     556         121         —           —           435   

Other debt(2)

     —           —           —           —           —     

Interest expense(3)

     513         82         145         120         167   

Pension and post-retirement obligations(4)

     54         7         8         7         32   

Purchase obligations(5)

     13,787         880         1,557         1,768         9,582   

Financial leases

     24         2         10         12         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

     15,268         1,098         1,730         1,943         10,498   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Net value, hedging instruments included substantially modify the principal amount of debt.
(2) Other debt includes governmental loan facilities, supplier credits and short-term commercial paper among others.
(3) Interest expenses are the interest payments for all outstanding financial obligations, calculated as principal multiplied by the interest rate, presented according to when the interest payment comes due.
(4) We have funded and unfunded pension and post-retirement benefit plans. Our funded plans have contractual annual commitments for contributions, which do not change based on funding status. Cash flow estimates in the table are based on such annual contractual commitments including certain estimable variable factors such as interest. Cash flow estimates in the table relating to our unfunded plans are based on future discounted payments necessary to meet all of our pension and post-retirement obligations.
(5) Includes generation and distribution business purchase obligations which are comprised mainly of energy purchases, operating and maintenance contracts, and other services. Of the total contractual obligations of Ch$ 13,787 billion, 65% corresponds to energy purchased for distribution, 23% corresponds primarily to fuel supply, maintenance of medium and low voltage lines, supplies of cable and utility poles, and energy purchased for generation. The remaining 12% corresponds to miscellaneous services, such as LNG regasification, fuel transport and coal handling.

 

G. Safe Harbor.

The information contained in the Items 5.E and 5.F contains statements that may constitute forward-looking statements. See “Forward-Looking Statements” in the “Introduction” of this information statement, for safe harbor provisions.

 

Item 6. Directors, Senior Management and Employees

 

A. Directors and Senior Management.

Our initial Board of Directors consists of seven members who were elected for an interim term at the Extraordinary Shareholders’ Meeting (“ESM”) of the shareholders of Enersis held on December 18, 2015 to hold office until the first Ordinary Shareholders’ Meeting (“OSM”) of the shareholders of Enersis Chile to be held in April 2016 (the “2016 OSM”). At the 2016 OSM, an entire Board of Directors consisting of seven members will be elected to a three-year term. Following the end of their term, they may be re-elected or replaced. If a vacancy occurs in the interim, the Board of Directors will elect a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected to a new three-year term. Our Executive Officers will be appointed and hold office at the discretion of the Board of Directors.

 

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Set forth below are brief biographical descriptions of our current Directors. The business address of our current Directors is c/o Enersis Chile S.A., Santa Rosa 76, Santiago, Chile.

 

Directors

   Position      Held Since  

Borja Acha B.

     Director         2016   

Pedro Pablo Cabrera G.

     Director         2016   

Alberto De Paoli

     Director         2016   

Giulio Fazio

     Director         2016   

Fernan Gazmuri P.

     Director         2016   

Juan Gerardo Jofré M.

     Director         2016   

Francesco Starace

     Director         2016   

Set forth below are brief biographical descriptions of our directors, of whom three reside in Chile and the rest in Europe. The Chairman, the Vice-Chairman and the Directors’ Committee will be appointed at the first Board of Directors meeting to be held during February 2016.

Borja Acha B.

Director

Mr. Acha has been the Director of Legal Affairs and Corporate Matters of Enel S.p.A (“Enel”) since February 2012 and is currently the Chairman of the Board of Directors of Enersis and a member of the Board of Directors of Enel Iberoamérica, S.R.L. and Enel Latinoamérica S.A., and Secretary and General Counsel of Endesa, S.A. in Spain. Prior to joining the Enel group, he served as a professor of commercial law at Universidad Carlos III de Madrid, as State Attorney for the State Legal Service before the High Court of Madrid, Chief State Attorney of the Regional Legal Service of Madrid of the Spanish Revenue Service, Secretary of the Board of Directors and Director of the Legal Department of the State Industrial Agency, an organization controlled by the Spanish government with the aim of implementing government guidelines on restructuring and industrial restructuring, special schemes and partial derogations from community rules on competition, and Director of the Legal Department of Sociedad Estatal de Participaciones Industriales, an organization controlled by the Spanish government with the aim of promoting privatizations of state-owned public investments. Mr. Acha holds a degree in law from Universidad Complutense de Madrid (Madrid, Spain).

Pedro Pablo Cabrera G.

Director

Mr. Cabrera is an attorney and diplomat. Since he joined the Chilean foreign service in 1970, Mr. Cabrera served in multiple positions within the Chilean government until being named Ambassador in 1994. He served as Deputy Secretary of the Navy in the Ministry of National Defense (1995 to 1999), Ambassador to the United Kingdom (1999 to 2000), Ambassador to the Russian Federation (2000 to 2004), Ambassador to the People’s Republic of China (2004 to 2006), Ambassador to the Holy See (2006 to 2010), Ambassador to the Sovereign Military Order of Malta (2007 to 2010) and concurrent Ambassador in Ireland, Ukraine and Albania. At the Foreign Ministry, he served, among others, as Secretary of the Minister Cabinet, Manager of Asia / Pacific Department and Director of Special Policy. He has been Chairman of the Chilean delegation to diverse international organizations such as the Sea Convention, Antarctica Agreement, Biological Diversity Convention, etc. Mr. Cabrera also served as Chairman of the First Conference of the American States Organization. Mr. Cabrera was a director of Academia Diplomática Andrés Bello, a Chilean institution involved in the education of future Chilean diplomats, from 2010 to 2014, and also served as a professor at the Academia Diplomática Andrés Bello, Diego Portales University and Academia Nacional de Estudios Políticos y Estratégicos, the higher education institution for the Chilean national defense. He is a member of the Chilean Society of International Law. Mr. Cabrera holds a degree in law from Pontificia Universidad Católica de Chile (Santiago, Chile) and a degree from Academia Diplomática Andrés Bello (Santiago, Chile).

 

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Alberto De Paoli

Director

Mr. De Paoli currently serves as the Chief Financial Officer (“CFO”) of Enel and as a director of Enersis since November 2014. He was the CFO of Enel Green Power from April 2008 to April 2012, where he led the start-up and public listing of the company. Mr. De Paoli served as the Head of Group Strategy of Enel from May 2012 to November 2014. Between 1993 and 2008, he worked in the telecommunications sector, first at Telecom Italia, then Wind Telecomunicazioni and finally Tiscali, where his roles included Manager of Planning and Control, CFO, Head of Strategy, M&A and Business Development. Mr. De Paoli holds a degree in economics from Università di Roma “La Sapienza” (Rome, Italy).

Giulio Fazio

Director

Mr. Fazio is currently the Head of the Legal and Corporate Affairs of Enel since January 2016. He has served as Head of Legal and Corporate Affairs for Italy since November 2014 and was Head of the Legal and Corporate Affairs of Enel Green Power from October 2008 to November 2014. Since 2004, he has served as Head of Extraordinary Finance Operations and Antitrust in the Legal Department of Enel. In 2007, Mr. Fazio served as Head of the Legal Department for Iberia and Latin America, a position he maintained until the acquisition of Endesa, S.A. (Spain) was completed. Mr. Fazio started working for the Enel group as an attorney in the Legal Department of Enel Distribution S.p.A. in 1996. Since 2003, Mr. Fazio is the Chairman of the College of Reviewers Accounting of the Aeroclub of Rome. In his academic career, Mr. Fazio held positions of teacher-assistant and teacher at Università degli Studi di Palermo from 1993 to 2004. He also worked as Head of the Adequacy to the Rules of Labor Security at the Airport of Boccadifalco from 1997 to 1998. Mr. Fazio holds a degree in law and a Ph.D. in business law from Università degli Studi di Palermo (Palermo, Italy).

Fernán Gazmuri P.

Director

Mr. Gazmuri has been Chairman of the following Chilean companies: Eurofrance S.A., vehicles spare parts company since 1985, Inversiones Magno LTDA. since 1982, Inversiones Guardia Vieja S.A. since 1994, Citroën Chile S.A.C. since 1983 and Agrícola y Comercial Río Tinto LTDA. since 2002. He also has served as the Chairman of the Board of Directors of the Chilean Security Association since July 2011, a director of Empresa Nacional del Petróleo (“ENAP”), a Chilean state-owned oil company since 2013, a director of Alcántara Administradora General de Fondos, a Chilean investment fund company, since August 2015 and Vice-Chairman of Invexans S.A., a cable producer, since May 2014. Mr. Gazmuri began his professional career in 1967 at Elecmetal S.A., a steel foundry, becoming its CEO after five years. Mr. Gazmuri also began multiple businesses since 1982 such as Magenta Computación S.A. (computer and network integration); Bresler S.A. (food industry); Hush Puppies Chile Ltda. (shoes manufacturer) and Agrícola Río Tinto S.A. (agricultural business). In addition to his business activities, Mr. Gazmuri has served in various positions in numerous organizations, including as First Vice-Chairman of Sociedad de Fomento Fabril (Sofofa), the association of Chilean industry, from 1997 to 2005, Honorary Counselor of the Franco-Chilean Chamber of Commerce and Industry, a member of the Executive Committee of the Chilean Confederation of Production and Commerce, and a Vice-Chairman of the Chilean International Chamber of Commerce from 2005 to 2009. Mr. Gazmuri was also awarded the Ordre National du Mérite by the government of the Republic of France. Mr. Gazmuri holds a degree in business administration from the Pontificia Universidad Católica de Chile (Santiago, Chile).

Juan Gerardo Jofré M.

Director

Mr. Jofré is currently Chairman of the Board of Directors of Codelco,a Chilean state-owned mining company, a director of LATAM Airlines Group S.A., Chairman of the Saber Más Foundation, whose main purpose is to connect senior consultants to cooperate in projects, and a member of the Real Estate Investment

 

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Council of Santander Asset Management S.A. From 2005 to 2009, he served as a director of Endesa Chile, Viña San Pedro Tarapacá S.A., a Chilean winery, D&S S.A., a distribution and sale food company, Construmart S.A., a Chilean hardware store chain, Inmobiliaria Titanium S.A., and Inmobiliaria Parque del Sendero S.A., both real estate companies. From 1989 to 2004, he served as senior management of Santander Group, then as Second Vice-Chairman of the Santander Group in Chile and Director of Insurance for Latin America. Mr. Jofré also served as CEO and Chairman of many of the Santander Group’s companies. Mr. Jofré holds a degree in business administration from the Pontificia Universidad Católica de Chile (Santiago, Chile).

Francesco Starace

Director

Mr. Starace has been the Chief Executive Officer of Enel since May 2014. He served as the Chief Executive Officer (“CEO”) of Enel Green Power S.A., a subsidiary of Enel dedicated to the generation of energy from renewable sources (“Enel Green Power”), from October 2008 to May 2014. Mr. Starace joined Enel in 2000 and has held several senior managerial positions in the company, including Director of the Business Power Division (from July 2002 to October 2005) and Director of the Market Division (from November 2005 to September 2008). In November 2010, Mr. Starace led the Initial Public Offering of Enel Green Power in the Madrid and Milan stock exchanges, with a market capitalization of approximately € 8 billion. Additionally, Mr. Starace has consolidated his professional experience at an international level, working in countries such as the United States, Saudi Arabia, Egypt and Bulgaria. Prior to joining Enel, he started his career in the construction of electricity generation power plants, initially for General Electric, then for ABB Group and subsequently for Alstom Power Corporation, where he was appointed Head of global sales of the gas turbines division. In May 2015, he was named a member of the Board of Directors of United Nations Global Compact, a worldwide corporate sustainability initiative. In addition, he has served as a member of the Advisory Board of the “Sustainable Energy 4 All” Initiative of the United Nations since June 2014. Mr. Starace holds a degree in nuclear engineering from Politecnico di Milano (Milan, Italy).

Executive Officers

Our Executive Officers will be appointed and assigned to their positions during the first Board of Directors meeting to be held in February 2016.

 

B. Compensation.

At the ESM held on December 18, 2015, the shareholders of Enersis approved the compensation policy for our Board of Directors. Directors are paid an annual variable fee equivalent to 0.1% of the net earnings of Enersis Chile for the current year based on the statutory combined financial statements filed with the SVS. Directors are also paid a monthly fee, in advance, depending on their attendance at Board meetings and their participation as director of any combined entities of Enersis Chile. Director compensation consists of a monthly fixed compensation of UF 180 per month and an additional fee of UF 66 per meeting, depending on attendance to Board meetings. Enersis also pays an annual fee to its directors. The monthly fixed fees are considered as advances on the annual variable fee and creditable against that amount. It is expected that once our net earnings are approved at the OSM of the following year, the difference between the accrued annual variable fee and the total fees paid in advance will be paid to directors, but only if the resulting amount is positive. The Chairman of the Board is entitled to double the compensation compared to other directors under this policy, while the Vice Chairman receives fixed compensation higher than the directors but lower than the Chairman. The members of the Directors’ Committee of Enersis Chile will be paid a variable annual fee, equivalent to a percentage of the net earnings of Enersis Chile for the current year. In the case that a Director serves on one or more Board of Directors of the subsidiaries and/or related companies, nationals or foreigners, or serves as director of another companies or corporations, nationals or foreigners, in which the economic group holds directly or indirectly, an interest, can only receive compensation in one of these Boards of Directors. The Executive Officers of Enersis Chile and/or of our subsidiaries or related companies, nationals or foreigners, will not receive compensation in the case that they serve as Director of any subsidiaries, related companies or are affiliated in any way, nationals or foreigners of Enersis Chile.

 

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Enersis Chile will not disclose, to its shareholders or otherwise, any information about an individual Executive Officer’s compensation. Executive Officers will be eligible for variable compensation under a bonus plan. The annual bonus plan will be paid to Executive Officers for achieving company-wide objectives and for their individual contribution to Enersis Chile’s results and objectives. The annual bonus plan will provide for a range of bonus amounts according to seniority level. The bonuses that will be paid to Executive Officers will consist of a certain multiple of gross monthly salaries.

Enersis Chile will enter into severance indemnity agreements with all of its Executive Officers, pursuant to which it will pay severance indemnity in the event of voluntary resignation, termination by mutual agreement among the parties, or death. The severance indemnity will not apply if the termination is due to willful misconduct, prohibited negotiations, unjustified absences, abandonment of duties, among other causes, as defined in Article 160 of the Chilean Labor Code. All of Enersis Chile’s employees will be entitled to legal severance pay if terminated due to the needs of Enersis Chile, as defined in Article 161 of the Chilean Labor Code.

 

C. Board Practices.

Corporate Governance

Enersis Chile is managed by a Board of Directors in accordance with its by-laws. The Board initially consists of seven directors who were elected by shareholders of Enersis at the ESM held on December 18, 2015 to hold office until the first OSM of the shareholders of Enersis Chile to be held in April 2016. At the 2016 OSM, the entire Board of Directors consisting of seven members will be elected to a three-year term. Following the end of their term, they may be re-elected or replaced. At the end of the three-year term, each director will be either re-elected or replaced. Directors can be re-elected indefinitely. Staggered terms are not permitted under Chilean law. If a vacancy occurs on the board during the three-year term, the Board of Directors may appoint a temporary director to fill the vacancy. Any vacancy triggers an election for every seat on the Board of Directors at the next OSM. Members of the Board of Directors do not have service contracts with Enersis Chile or with any of its combined entities that will provide them benefits upon termination of their service.

Chilean corporate law provides that a company’s Board of Directors is responsible for the management and representation of a company in all matters concerning its corporate purpose, subject to the provisions of the company’s bylaws and the stockholders’ resolutions.

Corporate governance policies of Enersis Chile are expected to be similar to the current Enersis policies. Additionally, the Charter Governing Executives and the Employee Code of Conduct will be approved by the Board of Directors. The Employee Code of Conduct will explain Enersis Chile’s principles and ethical values, establish the rules governing Enersis Chile’s contact with customers and suppliers, and establish the principles that should be followed by employees, including ethical conduct, professionalism and confidentiality. Limitations on the activities that Enersis Chile’s executives and other employees may undertake outside the scope of their employment with us may also be imposed.

In order to ensure compliance with Securities Market Law No. 18,045 and SVS regulations, it is expected that the Board of Directors will approve the “Manual for the Management of Information of Interest to the Market” (the “Manual”). This document will address applicable standards regarding the information in connection with transactions of Enersis Chile’s securities and those of its affiliates, entered into by directors, management, principal executives, employees and other related parties, the existence of blackout periods for such transactions undertaken by directors, principal executives and other related parties, the existence of mechanisms for the continuous disclosure of information that is of interest to the market and mechanisms that provide protection for confidential information. The Manual will be posted on Enersis Chile’s website at www. enersischile.cl. The provisions of this Manual will apply to the members of the Board, as well as executives and employees who have access to confidential information, and especially those who work in areas related to the securities markets.

 

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In order to supplement the aforementioned corporate governance regulations, it is expected that the Board of Directors will approve a Code of Ethics and a Zero Tolerance Anti-Corruption Plan (“ZTAC Plan”), which will be similar to the ZTAC Plan of Enersis. The Code of Ethics will be based on general principles such as impartiality, honesty, integrity and other ethical standards of similar importance, all of which are expected from employees. The ZTAC Plan will reinforce the principles included in the Code of Ethics, but with special emphasis on avoiding corruption in the form of bribes, preferential treatment, and other similar matters.

In order to comply with Law 20,393 enacted on December 2, 2009, it is expected that the Board of Directors will approve the Penal Risk Prevention Model, which imposes criminal responsibility on legal entities for the crimes of asset laundering, financing of terrorism and bribing of public officials. The law encourages companies to adopt this model, whose implementation involves compliance with managerial and supervision duties. The adoption of the Penal Risk Prevention Model will mitigate, and in some cases relieve, the effects of criminal responsibility even when a crime is committed. One of the elements of this model is the appointment of the Penal Risk Prevention Officer, who will be appointed by the Board.

It is expected that the Board of Directors will approve the “Guidelines 231: Guidelines applicable to non-Italian subsidiaries in accordance with Legislative Decree 231 of June 8, 2001.” Given that Enersis Chile’s ultimate parent company, Enel, has to comply with Italian Legislative Decree 231, which establishes management responsibility for Italian companies as a consequence of certain crimes committed in Italy or abroad, in the name of or for the benefit of such entities, including those crimes described in Chilean Law 20,393, these guidelines set a group of measures, with standards of behavior expected from all employees, advisers, auditors, officials, directors as well as consultants, contractors, commercial partners, agents and suppliers. Legislative Decree 231 includes various activities of a preventive nature that are coherent with and integral to the requirements and compliance with Chilean Law No. 20,393, which deals with the criminal responsibility of legal entities. These guidelines are supplementary to the standards included in the Code of Ethics and the ZTAC Plan.

On November 29, 2012, the SVS issued General Regulation No. 341 which established regulations for the disclosure of information with respect to the standards of corporate governance compliance adopted by publicly held limited liability corporations and sets the procedures, mechanisms and policies that are indicated in the Appendix to the regulation. The objective of this regulation is to provide credible information to investors with respect to good corporate governance policies and practices adopted by publicly held limited liability corporations, which include us, and permit entities like stock exchanges to produce their own analyses to help the various market participants to understand and evaluate the commitment of companies. The Appendix is divided into the following five sections with respect to which companies must report the corporate practices that have been adopted: (i) the functioning of the board, (ii) relations between the company, shareholders and the general public, (iii) the replacement and compensation of senior executives, (iv) the definition, implementation and supervision of the company’s internal control and risk management policies and procedures, and (v) other practices adopted by the company that do not refer to the above matters. Publicly held limited liability corporations should send the information with respect to corporate governance practices to the SVS, no later than March 31 of each year, using the contents of the Appendix to this regulation as criteria. If none of them is adopted, the company must explain its reasons to the SVS. The information should refer to December 31 of the calendar year prior to its dispatch. At the same time, such information should also be at the public’s disposal on the company’s website and must be sent to the stock exchanges.

 

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Compliance with the New York Stock Exchange Listing Standards on Corporate Governance

The following is a summary of the significant differences between Enersis Chile’s expected corporate governance practices and those applicable to U.S. domestic issuers under the corporate governance rules of the NYSE:

Independence and Functions of the Directors’ Committee (Audit Committee)

Chilean law requires that at least two thirds of the Directors’ Committee be independent directors. According to Chilean law, a member would not be considered independent if, at any time, within the last 18 months he: (i) maintained any relationship of a relevant nature and amount with the company, with other companies of the same group, with its controlling shareholder or with the principal officers of any of them or has been a director, manager, administrator or officer of any of them; (ii) maintained a family relationship with any of the members described in (i) above; (iii) has been a director, manager, administrator or principal officer of a non-profit organization that has received contributions from (i) above; (iv) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of an entity that has provided consulting or legal services for a relevant consideration or external audit services to the persons listed in (i) above; and (v) has been a partner or a shareholder that has controlled, directly or indirectly, 10% or more of the capital stock or has been a director, manager, administrator or principal officer of the principal competitors, suppliers or customers. In case there are not sufficient independent directors on the Board to serve on the Directors’ Committee, Chilean law determines that the independent director nominates the rest of the members of the Directors’ Committee among the remaining Board members that do not meet the Chilean law independence requirements. Chilean law also requires that all publicly held limited liability stock corporations that have a market capitalization of at least UF 1,500,000 (Ch$ 38 billion as of September 30, 2015) and at least 12.5% of its voting shares are held by shareholders that individually control or own less than 10% of such shares, must have at least one independent director and a Directors’ Committee.

Under the NYSE corporate governance rules, all members of the Audit Committee must be independent, subject to a phase-in period for compliance for spin-off companies. The Audit Committee of a U.S. company must perform the functions detailed in, and otherwise comply with the requirements of NYSE Listed Company Manual Rules 303A.06 and 303A.07. As of July 31, 2005, non-U.S. companies have been required to comply with Rule 303A.06, but not with Rule 303A.07. Once the Spin-Off is effective, it is expected that Enersis Chile will comply with the independence and the functional requirement of Rule 303A.06.

Pursuant to Enersis Chile’s by-laws that were approved by the shareholders of Enersis at the ESM held on December 18, 2015, all members of the Directors’ Committee must satisfy the requirements of independence, as stipulated by the NYSE. The members of the Director’s Committee will be composed of three members of the Board and will comply with Chilean law, as well as with the criteria and requirements of independence prescribed by the Sarbanes-Oxley Act (“SOX”), the SEC and the NYSE. Therefore, the Director’s Committee will comply with the conditions of the Audit Committee as required by the SOX, the SEC and the NYSE corporate governance rules. As a result, the Company will have a single Committee, the Directors’ Committee, which will include among its functions the duties performed by the Audit Committee.

The Enersis Chile Directors’ Committee will perform the following functions:

 

    review of financial statements and the reports of the external auditors prior to their submission for shareholders’ approval;

 

    formulate proposals to the Board of Directors, which will make its own proposals to shareholders’ meetings, for the selection of external auditors and private rating agencies;

 

    review of information related to transactions of Enersis Chile with related parties and reports the opinion of the Directors’ Committee to the Board of Directors;

 

    the examination of the compensation framework and plans for managers, executive officers and employees;

 

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    the preparation of an Annual Management Report, including its main recommendations to shareholders;

 

    provide information to the Board of Directors about the convenience of recruiting external auditors to provide non-auditing services, when such services are not prohibited by law, depending on whether such services might affect the external auditors’ independence;

 

    oversee the work of external auditors;

 

    review and approval of the annual auditing plan by the external auditors;

 

    evaluate the qualifications, independence and quality of the auditing services;

 

    elaborate on policies regarding employment of former members of the external auditing firm;

 

    review and discuss problems or disagreements between management and external auditors regarding the auditing process;

 

    establish procedures for receiving and dealing with complaints regarding accounting, internal control and auditing matters;

 

    any other function mandated to the committee by the bylaws, the Board of Directors or the shareholders.

Corporate Governance Guidelines

The NYSE’s corporate governance rules require U.S.-listed companies to adopt and disclose corporate governance guidelines. Although Chilean law does not provide for this practice (except for the Manual), Enersis Chile expects to adopt the codes of conduct and its by-laws include provisions that govern the creation, composition, attributions, functions and compensation of both Directors’ and Audit Committees described above.

 

D. Employees.

The following table provides the total number of personnel (both permanent and temporary employees) and the number of personnel (both permanent and temporary employees) of each of our combined entities as of the dates indicated.

 

     As of September 30,      As of December 31,  

Company

   2015      2014      2014      2013  

Endesa Chile

     925        1,128        1,137        1,137  

Pehuenche

     2        3        3        3  

Celta

     —          1        1        1  

Ingendesa

     —           —           —           —     

Túnel El Melón(1)

     —           15        15        16  

Enersis

     391        446        445        357  

Chilectra(2)

     682        695        690        745  

Servicios Informáticos e Inmobiliarios Ltda.(3)

     110        107        128        153  

GasAtacama(4)

     71        156        105        —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total personnel

     2,181        2,551        2,524        2,412  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) This company was sold by Endesa Chile in January 2015.
(2) Includes Luz Andes S.A. and Empresa Eléctrica de Colina S.A.
(3) In December 2014, IMV was merged into ICT. The resulting company was renamed Servicios Informáticos e Inmobiliarios Ltda. 2013 includes ICT, IMV, Los Maitenes and Aguas Santiago Poniente. The 2014 data only includes ICT and IMV, since the other two companies were sold in December 2014.
(4) As a result of Endesa Chile’s purchase of an additional 50% interest in GasAtacama Holding, we began accounting for GasAtacama Holding and its subsidiaries on a combined basis since May 2014.

 

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The following table provides the total number of temporary employees and the number of temporary employees of each of our combined entities as of the dates indicated and the average during the most recent financial year:

 

     As of September 30,      Average      As of December 31,  

Company

   2015      2014      2014      2014      2013  

Endesa Chile

     91         118         108.2         119         96   

Pehuenche

     —           —           —           —           —     

Celta

     —           —           —           —           —     

Ingendesa

     —           —           —           —           —     

Túnel El Melón(1)

     —           —           —           —           —     

Enersis

     —           4.0         4.0         4         4   

Chilectra(2)

     —           —           0.1         —           1   

Servicios Informáticos e Inmobiliarios Ltda.(3)

     —           —           —           —           —     

GasAtacama(4)

     —           —           0.9         1         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total temporary personnel

     91         122         113.2         124         101   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) This company was sold by Endesa Chile in January 2015.
(2) Includes Luz Andes S.A. and Empresa Eléctrica de Colina S.A.
(3) In December 2014, IMV was merged into ICT. The resulting company was renamed Servicios Informáticos e Inmobiliarios Ltda. 2013 includes ICT, IMV, Los Maitenes and Aguas Santiago Poniente. The 2014 data only includes ICT and IMV, since the other two companies were sold in December 2014.
(4) As a result of Endesa Chile’s purchase of an additional 50% interest in GasAtacama Holding, we began accounting for GasAtacama Holding and its subsidiaries on a combined basis since May 2014.

All Chilean employees who are dismissed for reasons other than misconduct are entitled by law to a severance payment. According to Chilean law, permanent employees are entitled to a basic payment of one-month’s salary for each year (or a six-month portion thereof) worked, subject to a limit of a total payment of no more than 11 months’ pay for employees hired after August 14, 1981. Severance payments to employees hired prior to that date consist of one-month’s salary for each full year worked, not subject to any limitation on the total amount payable. Under our collective bargaining agreements, we are obligated to make severance payments to all covered employees in cases of voluntary resignation or death in specified amounts that increase according to seniority and may exceed the amounts required under Chilean law.

Enersis currently has two collective bargaining agreements in Chile, which are expected to be transferred to Enersis Chile once the separation is effective. The first one was signed in July 2015 and it will be in force until July 2019. The second one was signed in December 2011 and will expire in December 2015. Chilectra has five collective bargaining agreements, all of them signed in 2012, which expire in December 2016. Empresa Eléctrica de Colina has one collective bargaining agreement signed in 2015, which expires in October 2019. SIEI has one agreement which expires in December 2015. Endesa Chile has four collective bargaining agreements in Chile, which will expire between 2015 and 2017.

 

E. Share Ownership.

At the 2016 OSM, the Board of Directors will be elected. None of the directors or officers of Enersis Chile is expected to own more than 0.1% of the shares of Enersis Chile or any stock options after the Spin-Off.

 

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Item 7. Major Shareholders and Related Party Transactions

 

A. Major Shareholders.

Based on the distribution ratio in the Spin-Off of one share of Enersis Chile common stock for every one share of Enersis common stock, immediately after the Spin-Off, Enersis Chile’s shareholders and their holdings of Enersis Chile common stock will be identical to the shareholders of Enersis and their holdings of Enersis common stock immediately prior to the Spin-Off. Following the Spin-Off, Enersis Chile will have only one class of capital stock and Enel, the ultimate controlling stockholder of Enersis, will also be the ultimate controlling shareholder of Enersis Chile after the Spin-Off and will have no different voting rights than the other shareholders of Enersis Chile.

The following discussion has been prepared based on information available to us concerning ownership of Enersis common stock and ADSs as of September 30, 2015 and describes the expected ownership of Enersis Chile common stock and ADSs immediately following the Spin-Off.

Immediately following the Spin-Off, Enersis Chile is expected to have 49,092,772,762 shares of common stock outstanding, held by 6,891 stockholders of record and five record holders of Enersis Chile ADSs. It is not practicable for us to determine the number of Enersis Chile ADSs or Enersis Chile common stock that will be beneficially owned in the United States, as the depositary for Enersis’ ADSs only has knowledge of the record holders, including the Depositary Trust Company and its nominees. As a result, we are not able to ascertain the domicile of the expected final beneficial holders represented by Enersis Chile ADS record holders. Likewise, we cannot readily determine the domicile of any of the expected foreign stockholders who will hold Enersis Chile common stock, either directly or indirectly.

Immediately following the Spin-Off, we expect that: Enel will beneficially own 60.6% of Enersis Chile; AFPs in the aggregate will own 12.1% of Enersis Chile; Chilean stockbrokers, mutual funds, insurance companies, foreign equity funds, and other Chilean institutional investors collectively will own 14.5% of Enersis Chile; ADS holders will beneficially own 10.8% of Enersis Chile; and the remaining 2.0% of Enersis Chile will be held by over 6000 minority shareholders, based on available information as of September 30, 2015.

The following table sets forth certain information concerning the expected ownership of Enersis Chile common stock immediately following the Spin-Off, with respect to each stockholder known by us that is expected to own more than 5% of the outstanding shares of Enersis Chile common stock:

 

     Number of Shares
Owned
     Percentage of Shares
Outstanding
 

Enel Latinoamérica(1)

     19,794,583,473        40.3 %

Enel Iberoamérica

     9,967,630,058        20.3 %

 

(1) Enel Latinoamérica is wholly-owned by Enel Iberoamérica, which in turn is wholly-owned by Enel.

Enel, an Italian generation and distribution company which is publicly traded on the Milan Stock Exchange, is primarily engaged in the energy sector, with a presence in 30 countries worldwide, and approximately 89 GW of net installed capacity. It provides service to more than 61 million customers through its electricity and gas businesses.

 

B. Related Party Transactions.

Article 146 of Law No. 18,046 (the “Chilean Companies Act”) defines related-party transactions as all transactions involving a company and any entity belonging to the corporate group, its parent companies, controlling companies, subsidiaries or related companies, board members, managers, administrators, senior officers or company liquidators, including their spouses, some of their relatives and all entities controlled by them, in addition to individuals who may appoint at least one member of the company’s board of directors or

 

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who control 10% or more of voting capital, or companies in which a board member, manager, administrator, senior officer or company liquidator has been serving in the same position within the last 18 months. The law establishes that in the event that these persons fulfill the requirements established by Article 146, such persons must immediately inform the Board of Directors of their related-party nature or such other group as the Board may appoint for that purpose. As required by law, “related-party transactions” must comply with corporate interests, as well as prices, terms and conditions prevailing in the market at the time of their approval. They must also meet all legal requirements, including acknowledgement and approval of the transaction by the board (excluding the affected directors), by the ESM (in some cases, with requisite majority approval) and by any applicable regulatory procedures.

The aforementioned law, which also applies to Enersis Chile’s affiliates, also provides for some exceptions, stating that in certain cases, Board approval would suffice for “related-party transactions,” pursuant to certain related-party transaction thresholds and when such transactions are conducted in compliance with the related-party policies defined by the company’s board. Accordingly, during 2016, Enersis Chile’s Board of Directors will adopt a related-party transaction policy (política de habitualidad) which, when approved, will be available on Enersis Chile’s website.

If a transaction is not in compliance with Article 146, this would not affect the transaction’s validity, but we or our shareholders may demand compensation from the individual associated with the infringement as provided under law, and reparation for damages.

It is Enersis’ policy that all cash inflows and outflows of its Chilean combined entities be managed through its centralized cash management policy. It is a common practice in Chile to transfer surplus funds from one company to another affiliate that has a cash deficit. These transfers are carried out through either short-term loans or through structured inter-company loans. Under Chilean laws and regulations, such transactions must be carried out on an arm’s-length basis. Enersis’ centralized cash management is more efficient for both financial and tax reasons and Enersis Chile is expected to continue such policy. All of these transactions will be subject to the supervision of Enersis Chile’s Directors’ Committee. As of September 30, 2015, these transactions were priced at TIP (a Chilean variable interest rate) plus 0.05% per month.

Endesa Chile, has received three structured loans from Enersis, primarily to satisfy working capital needs/finance projects. As of September 30, 2015, the outstanding balance for such loans was US$ 377 million comprised of a US$ 150 million loan at a fixed annual interest rate of 0.77%, a second loan of US$ 150 million at a fixed annual interest rate of 0.72% and a third annual loan of US$ 77 million with a fixed annual interest rate of 0.66%.

Endesa Chile, has also received a short-term loan from Enersis, primarily to satisfy working capital needs/finance projects. As of September 30, 2015, the outstanding balance for such loan was US$ 35 million.

Enersis granted a short-term loan to Endesa Chile, primarily to satisfy working capital needs/finance projects. As of September 30, 2015, the outstanding balance for such loan was US$ 25 million.

Chilectra, has received a short-term loan from Enersis, primarily to satisfy working capital needs/finance projects. As of September 30, 2015, the outstanding net balance for such loan was US$ 7 million.

Enersis granted a short-term loan to Chilectra, primarily to satisfy working capital needs/finance projects. As of September 30, 2015, the outstanding net balance for such loan was US$ 5 million

During the three-year period ended December 31, 2014, Endesa Chile granted only one loan to its subsidiary as of that date, Costanera, at a spread of 6.0% over LIBOR. This loan matured in November 2013, because it was contributed to Costanera in connection with its capital increase.

As of the date of this information statement, the abovementioned transactions have not experienced material changes. For more information regarding transactions with related parties, refer to Note 10 of the Notes to our interim combined financial statements.

 

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C. Interests of Experts and Counsel.

Not applicable.

 

Item 8. Financial Information

 

A. Combined Statements and Other Financial Information.

See “Item 18. Financial Statements.”

Legal Proceedings

We and our combined entities are parties to legal proceedings arising in the ordinary course of business. We believe it is unlikely that any loss associated with pending lawsuits will significantly affect the normal development of our business.

For detailed information as of September 30, 2015 on the status of the material pending lawsuits that have been filed against Enersis and its subsidiaries, please refer to Note 36.3 of the Notes to our interim combined financial statements. Please note that once the Spin-Off is effective, we will be the defendant instead of Enersis for all legal proceeding originating from our Chilean Business.

In relation to the legal proceedings reported in the Notes to our interim combined financial statements, we use the criteria of disclosing lawsuits above a minimum threshold of US$ 9 million of potential impact to us, and, in some cases, qualitative criteria according to the materiality of the impact in the conduct of our business. The lawsuit status includes a general description, the process status and the estimate of the amount involved in each lawsuit.

Dividend Policy

It is expected that the Board of Directors will establish a definitive dividend payable each year. The dividend policy has not been defined yet.

It is expected that the Board of Directors of Enersis Chile will establish a definitive dividend payable each year, accrued in the prior year, which cannot be less than the legal minimum of 30% of annual net income before negative goodwill amortization. Additionally, the shareholders of Enersis agreed to consider a percentage of Enersis’ 2015 annual net income as Enersis Chile’s 2015 annual net income at the ESM. The exact proportion has to be determined and this definition will be applied only for the first dividend distribution.

It is expected that our dividend policy will be similar to Enersis’ current dividend policy and therefore, the interim dividend will correspond to 15% of liquid net income as of a specific, yet to be determined period, of the combined statements of financial position. Additionally, it is expected that our Board of Directors will propose a definitive dividend payout equal to 50% of the annual net income for fiscal year 2016. Dividend payments will be subject to net profits obtained in each period, as well as to expectations of future profit levels and other conditions that may exist at the time of such dividend declaration. The fulfillment of the aforementioned dividend policy will depend on the net income. The proposed dividend policy will be subject to our Board of Director’s right to change the amount and timing of the dividends under the circumstances at the time of the payment. The payment of dividends for fiscal year 2015 will be based on the net income filed with the SVS. For further details, see “Item 3. Key Information — A. Selected Financial Data.”

The payments of dividends are subject to legal restrictions, such as legal reserve requirements, capital and retained earnings criteria, and other contractual restrictions such as the non-default on credit agreements. However, these legal restrictions will not affect our ability or any of our combined entities to pay dividends. (See “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources” for further detail on our debt instruments).

 

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Stockholders set dividend policies at each subsidiary and affiliate. Dividends will be paid to shareholders of record as of midnight of the fifth business day prior to the payment date. Holders of ADS on the applicable record dates will be entitled to participate in dividends.

Dividends

Dividends have not been paid to date.

For a discussion of Chilean withholding taxes and access to the formal currency market in Chile in connection with the payment of dividends and sales of ADSs and the underlying common stock, see “Item 10. Additional Information — E. Taxation” and “Item 10. Additional Information — D. Exchange Controls.”

 

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B. Significant Changes.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined statement of financial position as of September 30, 2015 and the unaudited pro forma combined statements of income for the year ended December 31, 2014 and the nine months ended September 30, 2015 give effect to (1) the Endesa/Chilectra Spin-Offs and (2) Spin-Off. The pro forma information is based on the combined financial statements of the Chilean Businesses of Enersis after giving effect to the transactions and applying the estimates, assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial information.

For pro forma purposes, the unaudited pro forma combined statement of financial position as of September 30, 2015 is presented as if the spin-off transactions had occurred on September 30, 2015. The unaudited pro forma combined statements of income for the year ended December 31, 2014 and the nine months ended September 30, 2015, in each case, are presented as if the spin-off transactions had occurred on January 1, 2014.

The unaudited pro forma combined financial information has been prepared by Enersis’ management for illustrative purposes and is not intended to represent the combined financial position or combined results of operations in future periods or what the results actually would have been had Enersis completed the proposed spin-off transactions during the specified periods. The unaudited pro forma combined financial information and accompanying notes should be read in conjunction with the following information presented in this information statement: (1) the historical combined financial statements of the Chilean Businesses of Enersis for the year ended December 31, 2014 and notes thereto, (2) the historical combined financial statements of the Chilean Businesses for the nine months ended September 30, 2015 and notes thereto and (3) Part I, Item 5.A. “Operating Results” of this information statement.

 

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Unaudited Pro Forma Combined Statement of Financial Position as of September 30, 2015

 

     Combined
Historical
     Combined
Pro forma
Adjustment
     Combined
Pro forma
 
     (in thousands of Ch$)  
ASSETS         

CURRENT ASSETS

        

Cash and cash equivalents

     85,160,333         —          85,160,333   

Other current financial assets

     1,580,176         —          1,580,176   

Other current non-financial assets

     17,526,512         —          17,526,512   

Trade and other current receivables

     580,410,561         —          580,410,561   

Current accounts receivable from related companies

     21,954,154         —          21,954,154   

Inventories

     35,549,475         —          35,549,475   

Current tax assets

     22,652,733         —          22,652,733   
  

 

 

    

 

 

    

 

 

 

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

     764,833,944         —          764,833,944   
  

 

 

    

 

 

    

 

 

 

Non-current assets or groups of assets for disposal classified as held for sale

     —           —          —     

Non-current assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

     —           —          —     
  

 

 

    

 

 

    

 

 

 

TOTAL CURRENT ASSETS

     764,833,944         —          764,833,944   
  

 

 

    

 

 

    

 

 

 

NON-CURRENT ASSETS

        

Other non-current financial assets

     22,823,374         —          22,823,374   

Other non-current non-financial assets

     4,517,717         —          4,517,717   

Trade and other non-current receivables

     6,929,938         —          6,929,938   

Investments accounted for using the equity method

     47,687,926         —          47,687,926   

Intangible assets other than goodwill

     37,725,489         —          37,725,489   

Goodwill

     887,257,655         —          887,257,655   

Property, plant and equipment

     3,349,115,618         —          3,349,115,618   

Investment property

     8,156,603         —          8,156,603   

Deferred tax assets

     20,249,553         —          20,249,553   
  

 

 

    

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

     4,384,463,873         —          4,384,463,873   
  

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     5,149,297,817         —          5,149,297,817   
  

 

 

    

 

 

    

 

 

 

See Notes to the unaudited pro forma combined financial statements

 

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     Combined
Historical
    Combined
Pro forma
Adjustment
    Combined
Pro forma
 
     (in thousands of Ch$)  
LIABILITIES AND EQUITY       

CURRENT LIABILITIES

      

Other current financial liabilities

     31,465,056        —         31,465,056   

Trade and other current payables

     360,768,802        194,244,000 (A)      555,012,802   

Current accounts payable to related companies

     335,484,506        —         335,484,506   

Other current provisions

     19,554,817        —         19,554,817   

Current tax liabilities

     3,926,861        —         3,926,861   

Other current non-financial liabilities

     28,036,115        —         28,036,115   
  

 

 

   

 

 

   

 

 

 

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

     779,236,157        194,244,000       973,480,157   
  

 

 

   

 

 

   

 

 

 

Liabilities associated with groups of assets for disposal classified as held for sale

     —         —         —     
  

 

 

   

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

     779,236,157        194,244,000       973,480,157   
  

 

 

   

 

 

   

 

 

 

NON-CURRENT LIABILITIES

      

Other non-current financial liabilities

     910,216,082        —         910,216,082   

Trade and other non-current payables

     —          —         —     

Other long-term provisions

     61,064,768        —         61,064,768   

Deferred tax liabilities

     227,628,896        (46,618,560 )(B)      181,010,336   

Non-current provisions for employee benefits

     50,819,635        —         50,819,635   

Other non-current non-financial liabilities

     3,262,507        —         3,262,507   
  

 

 

   

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

     1,252,991,888        (46,618,560 )     1,206,373,328   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

     2,032,228,045        147,625,440       2,179,853,485   

EQUITY

      

Allocated Capital

     2,229,108,975        —         2,229,108,975   

Retained earnings

     1,278,364,066        —         1,278,364,066   

Other reserves

     (979,516,732     (94,153,185 )(C)      1,073,669,917

Equity attributable to Parent Company

     2,527,956,309        (94,153,185 )     2,433,803,124   

Non-controlling interests

     589,113,463        (53,472,255 )(D)     535,641,208   
  

 

 

   

 

 

   

 

 

 

TOTAL EQUITY

     3,117,069,772        (147,625,440 )     2,969,444,332   
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

     5,149,297,817        —         5,149,297,817   
  

 

 

   

 

 

   

 

 

 

See Notes to the unaudited pro forma combined financial statements

 

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Unaudited Pro Forma Combined Statement of Income

for the Nine Months ended September 30, 2015

 

     Combined
Historical
    Combined
Pro forma
Adjustment
     Combined
Pro forma
 
     (in thousands of Ch$)  
STATEMENTS OF COMPREHENSIVE INCOME
Profit (loss)
       

Revenues

     1,753,899,975        —           1,753,899,975   

Other operating income

     8,298,934        —          8,298,934   

Revenues and other operating income

     1,762,198,909        —          1,762,198,909   

Raw materials and consumables used

     (1,151,827,225     —          (1,151,827,225

Contribution Margin

     610,371,684        —          610,371,684   

Other work performed by the entity and capitalized

     16,076,024        —          16,076,024   

Employee benefits expense

     (102,295,695     —          (102,295,695

Depreciation and amortization expense

     (112,391,453     —          (112,391,453

Impairment loss recognized in the period’s profit or loss

     (4,917,537     —          (4,917,537

Other expenses

     (82,469,879     —          (82,469,879

Operating Income

     324,373,144        —          324,373,144   

Other gains (losses)

     6,694,174        —          6,694,174   

Financial income

     11,075,425        —          11,075,425   

Financial costs

     (52,290,795     —          (52,290,795

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     7,482,890        —          7,482,890   

Foreign currency exchange differences

     (45,890,221     —          (45,890,221

Profit (loss) from indexed assets and liabilities

     3,320,149        —          3,320,149   

Income before taxes

     254,764,766        —          254,764,766   

Income tax expense

     (57,496,655     —          (57,496,655

NET INCOME

     197,268,111        —          197,268,111   

Net income attributable to:

       

Enersis Chile

     149,907,188        —          149,907,188   

Non-controlling interests

     47,360,923        —          47,360,923   

NET INCOME

     197,268,111        —          197,268,111   

Basic diluted earnings per share (Ch$ per share)

     3.05        —           3.05   

See Notes to the unaudited pro forma combined financial statements

 

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Unaudited Pro Forma Combined Statement of Income for the Year ended December 31, 2014

 

     Historical     Pro forma
Adjustment
     Pro
forma
 
     (in thousands of Ch$)  
STATEMENTS OF COMPREHENSIVE INCOME
Profit (loss)
       

Revenues

     2,014,863,898        —           2,014,863,898   

Other operating income

     34,201,387        —          34,201,387   

Revenues and other operating income

     2,049,065,285        —          2,049,065,285   

Raw materials and consumables used

     (1,309,402,283     —          (1,309,402,283

Contribution Margin

     739,663,002        —          739,663,002   

Other work performed by the entity and capitalized

     21,505,568        —          21,505,568   

Employee benefits expense

     (126,341,363     —          (126,341,363

Depreciation and amortization expense

     (128,437,154     —          (128,437,154

Impairment loss recognized in the period’s profit or loss

     (13,185,420     —          (13,185,420

Other expenses

     (110,454,215     —          (110,454,215

Operating Income

     382,750,418        —          382,750,418   

Other gains (losses)

     70,893,263        —          70,893,263   

Financial income

     14,762,515        —          14,762,515   

Financial costs

     (75,626,489     —          (75,626,489

Share of profit (loss) of associates and joint ventures accounted for using the equity method

     (54,352,582     —          (54,352,582

Foreign currency exchange differences

     (21,444,198     —          (21,444,198

Profit (loss) from indexed assets and liabilities

     15,263,623        —          15,263,623   

Income before taxes

     332,246,550        —          332,246,550   

Income tax expense

     (132,687,133     —          (132,687,133

NET INCOME

     199,559,417        —          199,559,417   

Net income attributable to:

       

Enersis Chile

     162,459,039        —          162,459,039   

Non-controlling interests

     37,100,378        —          37,100,378   

NET INCOME

     199,559,417        —          199,559,417   

Basic and diluted earnings per share (Ch$ per share)

     3.31        —          3.31   

See Notes to the unaudited pro forma combined financial statements

 

 

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Notes to the Unaudited Pro Forma Combined Financial Statements

 

A. Basis of Presentation

Capital Gains Taxes

In connection with the Endesa /Chilectra Spin-Offs, it is expected that Endesa Chile and Chilectra will be subject to capital gains taxes in Peru and Argentina under applicable tax laws (Ley del Impuesto a la Renta in Peru and Ley de Impuesto a las Ganancias in Argentina) with respect to the transfer of investments that Endesa Chile and Chilectra have in entities in these countries to Endesa Américas and Chilectra Américas, respectively, in the Endesa/Chilectra Spin-Offs.

These taxes are preliminarily estimated to be approximately Ch$ 194 billion (Ch$ 175 billion to be paid by Endesa Chile and Ch$ 19 billion to be paid by Chilectra Chile) and will be a result of the capital gains generated by the difference between the value of these investments at the time of transfer to Endesa Américas and Chilectra Américas and the cost of acquisition of these investments in accordance with the applicable laws.

The applicable capital gain tax rates are expected to be 30% in Peru and 15% in Argentina. These taxes would be considered deductible expenses for purposes of determining Endesa Chile’s and Chilectra Chile’s income taxable in Chile, and would result in a tax benefit estimated to be approximately Ch$ 46.6 billion (Ch$ 42.1 billion for Endesa Chile and Ch$ 4.5 billion for Chilectra Chile), provided all the corresponding local tax requirements are met and assuming a Chilean income tax rate of 24%, which would be the tax rate applicable for the year 2016, after giving effect to the Endesa/Chilectra Spin-Offs and the Spin-Off. The capital gains taxes will become payable upon the completion of the Spin-Off, in the year in which the Spin-Off is completed.

The Spin-Off has tax consequences that will arise when it is legally completed; therefore, these effects are not accounted for as part of the spin-off accounting itself, but will rather be recorded in Endesa Américas and Chilectra Américas, as soon as these entities are legally established and the transaction has been consummated.

As these tax consequences are expected to be non-recurring and will not have a continuing impact, no adjustments were provided in the combined statements of income and they have been given effect in the combined statement of financial position as of September 30, 2015, as described below.

Earnings per share

To determine the pro forma basic earnings per share information in the unaudited pro forma combined statements of income for the nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014, 49,092,772,762 shares of Enersis Chile common stock were assumed to be outstanding during the periods presented, based on the same number of shares of Enersis common stock during those periods and the spin-off ratio of one share of Enersis Chile common stock for each share of Enersis common stock outstanding.

 

B. Pro Forma Adjustments

 

  (A) Represents the aggregate estimated capital gains tax payable in Peru and Argentina in the amounts of Ch$ 175 billion to be paid by Endesa Chile and Ch$ 19 billion to be paid by Chilectra Chile with respect to the transfer of investments that Endesa Chile and Chilectra have in entities in these countries to Endesa Américas and Chilectra Américas, respectively, in the Endesa/Chilectra Spin-Offs.

 

  (B) Represents the aggregate estimated tax benefit in the amounts of Ch$ 42.1 billion for Endesa Chile and Ch$ 4.5 billion for Chilectra Chile (assuming a Chilean income tax rate of 24%) arising from the tax deductibility in Chile of a portion of the capital gains tax payable in Peru and Argentina.

 

  (C) Represents the impact of Ch$ 94.2 billion on the equity attributable to the Parent Company in relation to the additional net liability, reflected as an adjustment to “Other reserves.”

 

  (D) Represents the impact of Ch$ 53.5 billion of the additional net liability on the non-controlling interests.

 

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Item 9. The Offer and Listing

 

A. Offer and Listing Details.

Market Price Information

We expect that the shares of our common stock and our ADS will be traded on the Chilean Stock Exchanges and NYSE, respectively, upon the completion of the Spin-Off.

 

B. Plan of Distribution.

Background and Description of the Spin-Off

Overview

The Spin-Off will establish us as a new Chilean corporation, independent of Enersis Américas. Enersis Chile will be a holding company focused on providing the Chilean Business through its combined entities and jointly controlled entities in Chile. Neither Enersis Américas nor Enersis Chile will own any capital stock of the other. The relationships between the two companies will be limited to:

 

    Agreements relating to the implementation of the Spin-Off; and

 

    Intercompany agreements for staff and support services as well as financial arrangements, among others.

Enersis Chile and Enersis Américas may also have certain intercompany arrangements with Endesa Chile, Endesa Américas, Chilectra Chile and Chilectra Américas following the Spin-Off and the Endesa/Chilectra Spin-Offs.

Description of the Spin-Off

The Spin-Off will be implemented using a procedure under Chilean corporate law called división or “demerger.” In a división, an existing company is divided, creating a new company to which specified assets and liabilities are assigned. The shares of the new company are issued to the shareholders of the existing company, pro rata in proportion to their share ownership in the existing company.

The Spin-Off was presented to the shareholders of Enersis for approval at the extraordinary shareholders’ meeting held on December 18, 2015 (the “Enersis Meeting”). Pursuant to the terms of the Spin-Off, holders of Enersis’ common stock (“Enersis Shares”) have the right to receive one share of common stock of Enersis Chile (“Enersis Chile Shares”) for each Enersis Share.

Subject to the receipt of necessary authorizations, the completion of legal formalities and the satisfaction of the conditions precedent, the following actions occurred:

 

    Enersis Chile was established as a separate company, with a fully independent legal existence and full capacity to own and dispose of its assets. Our initial interim Board of Directors was elected at the Enersis Meeting to serve until the first annual ordinary shareholders’ meeting of Enersis Chile expected to be held in April 2016.

 

    Specified assets and liabilities of Enersis relating to the Chilean Business, including the shares of specified combined entities and jointly controlled entities, were transferred to Enersis Chile. All of the Chilean Business to be conveyed to Enersis Chile are conducted by separate operating entities, and the continuity of existence of those entities will be undisturbed by the Separation.

 

    Certain agreements to accomplish the separation of Enersis’ businesses in the Spin-Off and to provide for ongoing relationships between Enersis and Enersis Chile will take effect.

 

    Enersis conveyed to Enersis Chile, and Enersis Chile was formed with, assets amounting to Ch$ 5,149,298 million, liabilities amounting to Ch$ 2,179,853 million and stockholders’ equity of Ch$ 2,969,444 million.

 

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Enersis shareholders’ resolution from the Enersis Meeting approving the Spin-Off was notarized and registered with the Chilean Commerce Registry (Registro de Comercio del Conservador de Bienes Raíces de Santiago) in Folio 4013, No. 2441 and Folio 4288, No. 2570 of 2016 and a notice of the Separation was published in the Diario Oficial on January 22, 2016.

The Board of Directors of Enersis granted the necessary powers-of-attorney to execute one or more documents necessary or convenient to certify compliance with the conditions precedent to which the Spin-Off is subject, certify that the assets subject to registration are assigned to Enersis Chile, and grant the Public Deed certifying the satisfaction of the conditions precedent for the Spin-Off (the “Public Deed”) within 10 calendar days of the satisfaction of all of the conditions precedent. The Separation became fully effective as of February 1, 2016. However, until the registration of the Enersis Chile Shares with the SVS and the SEC is completed, Enersis Chile Shares and ADS will not be delivered or traded separately.

Conditions Precedent

In addition to the receipt of Enersis’ shareholder approval at the Enersis Meeting and the completion of legal formalities, the effectiveness of the Separation is subject to the following conditions precedent:

 

    Shareholders of Endesa Chile must have approved the spin-off of Endesa Américas at an extraordinary shareholders’ meeting of Endesa Chile, the minutes of such meeting must have been duly recorded as a public deed and the extracts of such minutes must have been duly registered and published pursuant to Chilean law; and

 

    Shareholders of Chilectra must have approved the spin-off of Chilectra Américas at an extraordinary shareholders’ meeting of Chilectra, the minutes of such meeting must have been duly recorded as a public deed and the extracts of such minutes must have been duly registered and published pursuant to Chilean law.

As described above, the Public Deed must be executed within 10 calendar days of the satisfaction of all of the conditions precedent. Such conditions have been satisfied as of January 22, 2016.

Share Capital and Capital Structure of Enersis Chile

Immediately after the effectiveness of the Spin-Off the share capital of Enersis Chile will be Ch$ 2,229,108,974,538. Enersis and Enersis Chile will initially have the same shareholders, and they will continue to be controlled by the same group of shareholders.

Shareholder Approval

On November 5, 2015, a majority of the Board of Directors of Enersis determined that the Reorganization, including the Spin-Off and the Merger, was in the best interest of Enersis. On November 10, 2015, the Board of Directors of Enersis resolved to summon the Enersis Meeting to approve the Spin-Off.

At the Enersis Meeting, the shareholders of Enersis voted to approve the Spin-Off, which includes the Separation establishing Enersis Chile and allocating certain assets and liabilities of Enersis relating to the Chilean Business to Enersis Chile. Holders of approximately 81.15% of the outstanding shares of Enersis voted in favor of the Spin-Off and holders of approximately 75% of the outstanding shares of Endesa Chile and 100% of the outstanding shares of Chilectra voted in favor of the Endesa/Chilectra Spin-Offs, respectively.

Costs Associated with the Spin-Off

Enersis will assume the notary fees, duties and other costs incurred in connection with the Spin-Off, except for those fees, duties and other costs that by their nature are incurred by any combined entity of Enersis, which shall be assumed by that entity.

Enersis also entered into a tax indemnity agreement with Endesa Chile pursuant to which Enersis will indemnify Endesa Chile for net tax costs paid by Endesa Chile in connection with Endesa Chile’s spin-off of

 

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Endesa Américas. This indemnification would be applicable only if the Merger is not approved before December 31, 2017 due to reasons not attributable to Endesa Américas or Endesa Chile or an event of force majeure has occurred.

Third Party Approvals and Consents

With respect to any obligation of Enersis that will be assigned to Enersis Chile, consent of the relevant creditor may be required in order for Enersis Chile to succeed to the rights and obligations of Enersis. In these cases, failure to obtain consent from the creditor may require that Enersis remain liable for such obligation of Enersis Chile. Enersis Chile will agree to indemnify Enersis against liabilities of this kind.

Description of Distribution

Distribution of Enersis Chile Shares

Once the Separation is effective, we will apply to register the Enersis Chile Shares in the Securities Registry of the SVS and to list them for trading on the Chilean Stock Exchanges. Once the SVS has authorized the registration of our shares, they will be distributed to their legal holders. Distribution of shares that are not deposited with the Chilean Central Securities Depositary (DCV Registros, S.A., Depósito Central de Valores, or the “DCV”), the clearing system for securities traded on the Chilean Stock Exchanges, will be made against the presentation of the Enersis share certificates. For shares deposited with the DCV, distribution will generally be made by book-entry annotation in the shareholder list maintained by the DCV, by which holders of outstanding Enersis Shares will receive one Enersis Chile Share for each Enersis Share.

Holders of Enersis Shares as of a specified record date, referred to as the Share Record Date, will receive Enersis Chile Shares on the “Share Distribution Date.” Enersis will advise shareholders at a later time of the Share Record Date and the Share Distribution Date. The Share Distribution Date will not occur until the registration of Enersis Chile Shares under Chilean and U.S. securities laws is effective. We cannot be certain when this will occur, but we expect it will be during the first quarter of 2016.

Following the Separation but prior to the Share Distribution Date, there will be no separate certificates for Enersis Chile Shares, and the right to receive Enersis Chile Shares will trade and be transferred together with Enersis Shares. Investors will not be able to buy or otherwise acquire, or sell or otherwise transfer or deliver, Enersis Shares or Enersis Chile Shares separately.

After the Separation has become effective, distribution to shareholders of Enersis will take place on the Share Distribution Date in the following manner:

 

    Each holder of Enersis Shares will receive one Enersis Chile Share for each Enersis Share held; and

 

    Holders of Enersis Shares will continue to own the same number of Enersis Shares.

Beginning on the Share Distribution Date, it is expected that:

 

    Enersis Chile Shares will commence trading on the Chilean Stock Exchanges;

 

    Enersis Shares will trade on the Chilean Stock Exchanges separately from Enersis Chile Shares; and

 

    Shareholders will be able to trade Enersis Shares and Enersis Chile Shares separately.

Distribution of Enersis Chile ADSs

Upon the completion of the Spin-Off, each American Depositary Share (“ADS”) of Enersis (“Enersis ADS”) will represent, in addition to 50 Enersis Shares, the right to receive [●] Enersis Chile Shares. Enersis Chile will issue ADSs of Enersis Chile (“Enersis Chile ADSs”), each representing [●] Enersis Chile Shares through Citibank, N.A., a U.S. depositary bank. An application will be made to list the Enersis Chile ADSs on the NYSE.

 

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On a date, referred to as the “ADS Distribution Date,” as promptly as practicable after the Share Distribution Date, each record holder of Enersis ADSs as of a specified date, referred to as the “ADS Record Date,” will receive one Enersis Chile ADS for each Enersis ADS.

Enersis Chile ADSs will be issued and distributed to each record holder of Enersis ADSs at the close of business (New York time) on the ADS Record Date. Enersis expects that the Depositary of the Enersis ADSs will announce the ADS Record Date and the ADS Distribution Date on or about the same date on which Enersis announces the Share Record Date and the Share Distribution Date, although no assurances can be given that such an announcement will be made concurrently.

Persons holding Enersis ADSs through the facilities of The Depository Trust Company, or DTC, will receive the distribution of Enersis Chile ADSs by book entry only, through the facilities of DTC. Persons holding Enersis ADSs directly will receive the distribution of Enersis Chile ADSs in the form of certificated American Depositary Receipts, representing Enersis Chile ADSs. These ADRs will be sent to direct holders of Enersis ADSs on or as soon as practicable after the ADS Distribution Date. Persons holding Enersis ADSs through a broker or other securities intermediary should consult such broker or other securities intermediary concerning distribution of the Enersis Chile ADSs.

Beginning on the ADS Distribution Date, it is expected that:

 

    Enersis Chile ADSs will commence trading on the NYSE;

 

    Enersis ADSs will trade on the NYSE separately from the Enersis Chile ADSs; and

 

    ADS holders will be able to trade Enersis ADSs and Enersis Chile ADSs separately.

Intercompany Arrangements

Immediately after the Spin-Off, Enersis Américas will not own any Enersis Chile Shares or Enersis Chile ADSs and Enersis Chile will not own any Enersis Shares or Enersis ADSs. Under Chilean law, Enersis Américas will remain jointly and severally liable for the obligations of Enersis assumed by Enersis Chile pursuant to the Spin-Off. Such liability, however, will not extend to any obligation to a person or entity that has given its express consent relieving Enersis Américas of such liability and approving the Spin-Off.

Following the Spin-Off, there will be a variety of contractual relationships between Enersis Américas and Enersis Chile, both to accomplish the Spin-Off and to provide for ongoing relationships. They fall into two broad categories:

Arrangements Related to the Approval of the Spin-Off. The separation of the two companies and the transfer of certain assets and liabilities of Enersis to Enersis Chile will be effected by the action of the shareholders of Enersis at the Meeting.

Intercompany Services. Enersis Chile will enter into new intercompany agreements under which Enersis Chile will provide services to Enersis Américas, Endesa Américas and Chilectra Américas. As a result of the Spin-Off, existing intercompany agreements of Enersis with Endesa Chile and Chilectra Chile will be novated and Enersis Chile will be the new counterparty. To a lesser extent, Enersis Chile may require services from Enersis Américas. The services to be rendered will include certain legal, finance, financial compliance, accounting, investor relations, human resources, communications, security, training and development, relations with contractors, risk management, IT services, tax services and other corporate support and administrative services. These services will be provided and charged at market prices if there is a comparable service. If there are no comparable services in the market, they will be provided at cost plus a specified percentage.

U.S. Federal Income Tax Treatment of the Spin-Off

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These authorities are subject to change, possibly with retroactive effect.

 

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The following is a summary of the U.S. federal income tax treatment of U.S. holders (as defined herein) of the Spin-Off, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a U.S. holder and is based on the assumption that there is no applicable income tax treaty in effect between the United States and Chile. The discussion applies only if the holder holds our shares (or ADSs) as capital assets for U.S. federal income tax purposes and it does not describe all of the tax consequences that may be relevant in light of the holder’s particular circumstances. For instance, it does not describe all the tax consequences that may be relevant to:

 

    certain financial institutions;

 

    insurance companies;

 

    dealers and traders in securities who use a mark-to-market method of tax accounting;

 

    persons holding shares (or ADSs) as part of a “straddle” integrated transaction or similar transaction;

 

    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

    persons liable for the alternative minimum tax;

 

    tax-exempt organizations;

 

    persons holding shares (or ADSs) that own or are deemed to own ten percent or more of our stock; or

 

    persons holding shares (or ADSs) in connection with a trade or business conducted outside of the United States.

A U.S. holder for purposes of this discussion is a beneficial owner of our shares (or ADSs) that is, for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States; or

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

This discussion assumes, and we believe, that we are not, and we will not become, a passive foreign investment company for U.S. federal income tax purposes.

U.S. Federal Tax Treatment of the Spin-Off

A U.S. holder receiving Enersis Chile shares (or ADSs) in the Spin-Off will be treated for U.S. federal income tax consequences as receiving a distribution from us. The U.S. tax consequences of the distribution depend on whether the Spin-Off satisfies the conditions for tax-free treatment with respect to the shareholders imposed by section 355 of the Code. While this determination is ultimately based on all the relevant facts and circumstances, we believe, and the discussion below assumes, that the Spin-Off would qualify for such tax-free treatment. However, no rulings have been or will be sought from the Internal Revenue Service concerning whether the Spin-Off qualifies for such tax-free treatment, and there is no assurance that the Internal Revenue Service will not take a contrary view or that a court would not agree with the Internal Revenue Service if the matter were contested.

 

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If, as we believe to be the case, the Spin-Off would qualify for tax-free treatment, a U.S. holder will not recognize gain or loss for U.S. federal income tax purposes as a result of the receipt of the shares (or ADSs) in the Spin-Off. A U.S. holder must allocate its adjusted tax basis in its existing Company shares (or ADSs) over the shares (or ADSs) received in the Spin-Off and its existing Company shares (or ADSs) in proportion to their respective fair market values on the Spin-Off distribution date, and a U.S. holder’s holding period in the shares (or ADSs) received will include such U.S. holder’s holding period in its existing Company shares (or ADSs).

In the event that, contrary to the above, the Spin-Off does not qualify for tax-free treatment, a U.S. holder receiving shares (or ADSs) in the Spin-Off will be treated as receiving a taxable dividend distribution to the extent of such U.S. holder’s share of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), in an amount equal to the fair market value of the shares (or ADSs) (in U.S. dollars) received on the distribution date. Based on the assumption that our current and accumulated earnings and profits equal or exceed the fair market value of the shares (or ADSs) received in the Spin-Off, the entire amount of the distribution would be treated as taxable dividend income. Under these circumstances, a U.S. holder’s basis in shares (or ADSs) received in the Spin-Off will be the fair market value of such shares (or ADSs), and a U.S. holder’s holding period for such shares (or ADSs) will begin on the distribution date.

U.S. Tax Reporting of the Spin-Off for “Significant Distributees”

U.S. holders who are “significant distributees” and who receive shares (or ADSs) in the Spin-Off are required to attach to their U.S. federal income tax returns for the year in which the Spin-Off occurs a statement setting forth information with respect to the Spin-Off. A “significant distributee” includes a holder if, immediately before the Spin-Off, such holder owned at least 5% (by vote or value) of the total outstanding stock of the distributing corporation if the stock owned by such holder is publicly traded (or at least 1% if such stock is not publicly traded). Publicly traded stock includes stock that is listed on a national securities exchange registered under section 6 of the Securities Exchange Act of 1934, such as the New York Stock Exchange where ADSs received in the Spin-Off will be traded.

U.S. holders are urged to consult their own U.S. tax advisers on the potential U.S. tax consequences of the Spin-Off including the potential treatment of the transaction under Section 355 of the Code and the determination whether the holder is a significant distributee required to provide a statement concerning the Spin-Off attached to its U.S. federal income tax return.

 

C. Markets.

In Chile, we will apply for Enersis Chile common stock to be traded on three stock exchanges: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange. The largest exchange in the country, the Santiago Stock Exchange, was established in 1893 as a private company. Its equity consists of 48 shares as of the date of this information statement. As of December 31, 2014, 230 companies had shares listed on the Santiago Stock Exchange Equities, closed-end funds, fixed-income securities, short-term and money market securities, gold and U.S. dollars are traded on the Santiago Stock Exchange. The Santiago Stock Exchange also trades U.S. dollar futures and stock index futures. Securities are traded primarily through an open voice auction system; a firm offers system or the daily auction. Trading through the open voice system occurs on each business day from 9:30 a.m. to 4:00 p.m., during local standard time, and from 9:30 a.m. to 5:00 p.m. during daylight savings time (usually from November to March), which differs from New York City time by up to two hours, depending on the season. The Santiago Stock Exchange has an electronic trading system called Telepregón, which operates continuously from 9:30 a.m. to 4:00 p.m. during local standard time, and from 9:00 a.m. to 5:00 p.m. during daylight savings time, on each business day. During local standard time, electronic auctions may be conducted four times a day, at 10:30 a.m., 11:30 a.m., 1:30 p.m., and 3:30 p.m. During daylight savings time there is an additional electronic auction at 4:30 p.m. More than 99% of the auctions and transactions take place electronically.

 

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There are two share price indexes on the Santiago Stock Exchange, the General Shares Price Index, or IGPA, and the Selected Shares Price Index, or IPSA. The IGPA is calculated using the prices of shares that are traded at least 5% of the trading days of a year, with a total annual transactions exceeding UF 10,000 (Ch$ 253 million as of September 30, 2015, equivalent to US$ 0.36 million) and a free float representing at least 5% of the capital. The IPSA is calculated using the prices of the 40 shares with highest amounts traded, on a quarterly basis, and with a market capitalization above US$ 200 million. The shares included in the IPSA and IGPA are weighted according to the weighted value of the shares traded.

We will apply for Enersis Chile common stock to be traded in the United States, in the form of ADSs on the NYSE under a yet to be determined ticker symbol. Each ADS will represent [●] shares of common stock, with the ADSs in turn evidenced by American Depositary Receipts (“ADRs”). The ADRs will be issued under a Deposit Agreement among us, Citibank, N.A. acting as Depositary, and the holders and beneficial owners from time to time of ADRs issued thereunder. Only persons in whose names ADRs are registered on the books of the Depositary will be treated by the Depositary as owners of ADRs.

The NYSE is open for trading Monday through Friday from 9:30 am to 4:00 pm, with the exception of holidays declared by the NYSE in advance. On the trading floor, the NYSE trades in a continuous auction format, where traders can execute stock transactions on behalf of investors. Specialist brokers act as auctioneers in an open outcry auction market to bring buyers and sellers together and to manage the actual auction. Customers can also send orders for immediate electronic execution or route orders to the floor for trade in the auction market. The NYSE works with U.S. regulators like the SEC and the Commodity Futures Trading Commission (“CFTC”) to coordinate risk management measures in the electronic trading environment through the implementation of mechanisms like circuit breakers and liquidity replenishment points.

 

D. Selling Shareholders.

Not applicable.

 

E. Dilution.

Not applicable.

 

F. Expense of the Issue.

Not applicable.

 

Item 10. Additional Information

 

A. Share Capital.

Immediately following the effectiveness of the Spin-Off, Enersis Chile’s authorized share capital will be Ch$2,229,108,975,438 divided into 49,092,772,762 common shares with no par value. For more information regarding the share capital of Enersis Chile, see “Item 3. Key Information—B. Capitalization and Indebtedness” and “—B. Memorandum and Articles of Association—Capitalization.”

 

B. Memorandum and Articles of Association.

Description of Share Capital

Set forth below is certain information concerning our share capital and a brief summary of certain significant provisions of Chilean law and the provisions of our by-laws, which are substantially the same as the current by-laws of Enersis, except:

 

    Article Five provides that the authorized capital of Enersis Chile is Ch$ 2,229,108,974,538 divided into 49,092,772,762 registered ordinary shares, all of the same series and with no par value;

 

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    Article Nine bis is not included given that it refers to a regulation that has been repealed;

 

    Article Twenty-Four bis does not include references to Articles Nine bis and Thirty-Seven bis, which do not exist in the Enersis Chile by-laws;

 

    New Article Forty-Four states that Enersis Chile will be subject to Resolution No. 667/2002 issued by the Honorable Comisión Resolutiva (the former antitrust authority) dated October 30, 2002, provided that the restrictions under such resolution shall not apply to Enersis Chile in respect of the spin-off from Enersis Américas and considering that Enersis Américas shall not participate in any way in the relevant markets in Chile, it may merge with Endesa Américas and Chilectra Américas;

 

    A new Transitory Article Three has been added to confirm that Enersis Chile, from its incorporation, will voluntarily submit in advance to the rules established in Article 50 of the Chilean Companies Act relating to the election of independent directors and creation of a Directors’ Committee; and

 

    Other transitory articles that specifically apply to Enersis Chile in connection with the Spin-Off.

General

Shareholders’ rights in Chilean companies are governed by the company’s by-laws (Estatutos), which have the same purpose as the articles or the certificate of incorporation and the by-laws of a company incorporated in the United States, and by the Chilean Companies Act, Law No. 18,046. In addition, D.L. 3500, or the Pension Funds’ System Law, which permits the investment by Chilean pension funds in stock of qualified companies, indirectly affects corporate governance and prescribes certain rights of shareholders. In accordance with the Chilean Companies Act, legal actions by shareholders to enforce their rights as shareholders of the company must be brought in Chile in arbitration proceedings or, at the option of the plaintiff, before Chilean courts. Members of the Board of Directors, managers, officers and principal executives of the company, or shareholders that individually own shares with a book value or stock value higher that UF 5,000 (Ch$ 127 million as of September 30, 2015) do not have the option to bring the procedure to the courts.

The Chilean securities markets are principally regulated by the SVS under Securities Market Law, Law No. 18,045 and the Chilean Companies Act. These two laws state the disclosure requirements, restrictions on insider trading and price manipulation, and provide protection to minority shareholders. The Securities Market Law sets forth requirements for public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Companies Act and the Securities Market Law, both as amended, state rules regarding takeovers, tender offers, transactions with related parties, qualified majorities, share repurchases, directors’ committee, independent directors, stock options and derivative actions.

Public Register

Once the Spin-Off is effective, we will be a publicly held stock corporation incorporated under the laws of Chile. We will be constituted by a public deed issued by a Santiago Notary Public. In connection with the Spin-Off, we will also register in Chile with the SVS and the Commercial Registrar (Registro de Comercio del Conservador de Bienes Raíces y Comercio de Santiago), as well as with the U.S. SEC.

 

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Reporting Requirements Regarding Acquisition or Sale of Shares

Under Article 12 of the Securities Market Law and General Rule 269 of the SVS, certain information regarding transactions in shares of a publicly held stock corporation or in contracts or securities whose price or results depend on, or are conditioned in whole or in part on the price of such shares, must be reported to the SVS and the Chilean stock exchanges. Since ADSs are deemed to represent the shares of common stock underlying the ADRs, transactions in ADRs will be subject to these reporting requirements and those established in Circular 1375 of the SVS. Shareholders of publicly held stock corporations are required to report to the SVS and the Chilean stock exchanges:

 

    any direct or indirect acquisition or sale of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

    any direct or indirect acquisition or sale of contracts or securities whose price or results depend on or are conditioned in whole or in part on the price of shares made by a holder who owns, directly or indirectly, at least 10% of a publicly held stock corporation’s subscribed capital;

 

    any direct or indirect acquisition or sale of shares made by a holder who, due to an acquisition of shares of such publicly held stock company, results in the holder acquiring, directly or indirectly, at least 10% of a publicly held stock company’s subscribed capital; and

 

    any direct or indirect acquisition or sale of shares in any amount, made by a director, receiver, principal executive, general manager or manager of a publicly held stock company.

In addition, majority shareholders of a publicly held stock corporation must inform the SVS and the Chilean stock exchanges if such transactions are entered into with the intention of acquiring control of the company or if they are making a passive financial investment instead.

Under Article 54 of the Securities Market Law and General Rule 104 enacted by the SVS, any person who directly or indirectly intends to take control of a publicly held stock corporation must disclose this intent to the market at least ten business days in advance of the proposed change of control and, in any event, as soon as the negotiations for the change of control have taken place or reserved information of the publicly held stock corporation has been provided.

Corporate Objectives and Purposes

Article 4 of our by-laws provides that our corporate objectives and purposes are, among other things, to conduct the exploration, development, operation, generation, distribution, transformation, or sale of energy in any form, directly or through other companies, as well as to provide engineering-consultancy services related to these objectives, to make loans to related companies, susidaries and affiliates and to participate in the telecommunications business, all restricted to Chile.

Board of Directors

Our initial Board of Directors consists of seven members who were elected for an interim term at the ESM of the shareholders of Enersis held on December 18, 2015 to hold office until the first OSM of the shareholders of Enersis Chile to be held in April 2016. At the 2016 OSM, the entire Board of Directors consisting of seven members will be elected to a three-year term. Following the end of their term, they may be either re-elected or replaced.

The seven directors that will be elected at the OSM will be the seven individual nominees who receive the highest number of votes. Each shareholder may vote his shares in favor of one nominee or may apportion his shares among any number of nominees.

The effect of these voting provisions is to ensure that a shareholder owning more than 12.5% of our shares is able to secure the election of a member of the Board. A majority of the Board of Directors, four members, can be secured with more than 50% of the shares.

 

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Normally, the compensation of the directors is established annually at the OSM. The compensation of the interim Board of Directors was established at the ESM of the shareholders of Enersis held on December 18, 2015 and is similar to the current Enersis’ director compensations. See “Item 6. Directors, Senior Management and Employees —B. Compensation.”

Future agreements that will be entered into by us with related parties can only be executed when such agreements serve our interest, and their price, terms and conditions are consistent with prevailing market conditions at the time of their approval and comply with all the requirements and procedures indicated in Article 147 of the Chilean Companies Act.

Certain Powers of the Board of Directors

Our by-laws provide that every agreement or contract that we enter into with our controlling shareholder, our directors or executives, or with our related parties, must be previously approved by two thirds of the Board of Directors and be included in the Board meetings, and must comply with the provisions of the Chilean Companies Act.

Our by-laws do not contain provisions relating to:

 

    the directors’ power, in the absence of an independent quorum, to vote on compensation for themselves or any members of their body;

 

    borrowing powers exercisable by the directors and how such borrowing powers can be varied;

 

    retirement or non-retirement of directors under an age limit requirement; or

 

    number of shares, if any, required for directors’ qualification.

Certain Provisions Regarding Shareholder Rights

Our capital is comprised of only one class of shares, all of which will be ordinary shares and have the same rights.

Our by-laws do not contain any provisions relating to:

 

    redemption provisions;

 

    sinking funds; or

 

    liability for capital reductions by us.

Under Chilean law, the rights of our stockholders may only be modified by an amendment to the by-laws that complies with the requirements explained below under “Item 10. Additional Information — B. Memorandum and Articles of Association. — Shareholders’ Meetings and Voting Rights.”

Capitalization

Under Chilean law, only the shareholders of a company acting at an ESM have the power to authorize a capital increase. When an investor subscribes for shares, these are officially issued and registered under his name, and the subscriber is treated as a shareholder for all purposes, except receipt of dividends and for return of capital in the event that the shares have been subscribed but not paid for. The subscriber becomes eligible to receive dividends only for the shares that he has actually paid for or, if the subscriber has paid for only a portion of such shares, the pro rata portion of the dividends declared with respect to such shares unless the company’s by-laws provide otherwise. If a subscriber does not fully pay for shares for which the subscriber has subscribed on or prior to the date agreed upon for payment, notwithstanding the actions intended by the company to collect

 

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payment, the company is entitled to auction the shares on the stock exchange where such shares are traded, for the account and risk of the debtor, the number of shares held by the debtor necessary for the company to pay the outstanding balances and disposal expenses. However, until such shares are sold at auction, the subscriber continues to hold all the rights of a shareholder, except the right to receive dividends and return of capital. The Chief Executive Officer, or the person replacing him, will reduce in the shareholders’ register the number of shares in the name of the debtor shareholder to the number of shares that remain, deducting the shares sold by the company and settling the debt in the amount necessary to cover the result of such disposal after the corresponding expenses. When there are authorized and issued shares for which full payment has not been made within the period fixed by shareholders at the same ESM at which the subscription was authorized (which in no case may exceed three years from the date of such meeting), these shall be reduced in the non-subscribed amount until that date. With respect to the shares subscribed and not paid following the term mentioned above, the Board must proceed to collect payment, unless the shareholders’ meeting authorizes (by two thirds of the voting shares) a reduction of the company’s capital to the amount effectively collected, in which case the capital shall be reduced by force of law to the amount effectively paid. Once collection actions have been exhausted, the Board should propose to the shareholders’ meeting the approval by simple majority of the write-off of the outstanding balance and the reduction of capital to the amount effectively recovered.

Our subscribed and fully paid capital is expected to total Ch$ 2,229 billion and to consist of 49,092,772,762 shares.

Preemptive Rights and Increases of Share Capital

The Chilean Companies Act requires Chilean companies to grant shareholders preemptive rights to purchase a sufficient number of shares to maintain their existing ownership percentage of such company whenever such company issues new shares.

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a 30-day period. The options to subscribe for shares in capital increases of the company or of any other securities convertible into shares or that confer future rights over these shares, should be offered, at least once, to the shareholders pro rata to the shares held registered in their name at midnight on the fifth business day prior to the date of the start of the preemptive rights period. The preemptive rights offering and the start of the 30-day period for exercising them shall be communicated through the publication of a prominent notice, at least once, in the newspaper that should be used for notifications of shareholders’ meetings. During such 30-day period, and for an additional period of up to 30-days immediately following the initial 30-day period, publicly held stock corporations are not permitted to offer any unsubscribed shares to third parties on terms which are more favorable than those offered to their shareholders. At the end of the second 30-day period, a Chilean publicly held stock corporation is authorized to sell non-subscribed shares to third parties on any terms, provided they are sold on one of the Chilean stock exchanges.

Shareholders’ Meetings and Voting Rights

An OSM must be held within the first four months following the end of our fiscal year. An ESM may be called by the Board of Directors when deemed appropriate, or when requested by shareholders representing at least 10% of the issued shares with voting rights, or by the SVS. To convene an OSM or an ESM, notice must be given three times in a newspaper located in our corporate domicile. The newspaper designated by our shareholders is El Mercurio de Santiago. The first notice must be published not less than 15-days and no more than 20-days in advance of the scheduled meeting. Notice must also be mailed to each shareholder, to the SVS and to the Chilean stock exchanges.

The OSM shall be held on the day stated in the notice and should remain in session until having exhausted all the matters stated in the notice. However, once constituted, upon the proposal of the chairman or shareholders representing at least 10% of the shares with voting rights, the majority of the shareholders present may agree to

 

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suspend it and to continue it within the same day and place, with no new constitution of the meeting or qualification of powers being necessary, recorded in one set of minutes. Only those shareholders who were present or represented may attend the recommencement of the meeting with voting rights.

Under Chilean law, a quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least a majority of the issued shares with voting rights of a company. If a quorum is not present at the first meeting, a reconvened meeting can take place at which the shareholders present are deemed to constitute a quorum regardless of the percentage of the shares represented. This second meeting must take place within 45-days following the scheduled date for the first meeting. Shareholders’ meetings adopt resolutions by the affirmative vote of a majority of those shares present or represented at the meeting. An ESM must be called to take the following actions:

 

    a transformation of the company into a form other than a publicly held stock corporation under the Chilean Companies Act, a merger or split-up of the company;

 

    an amendment to the term of duration or early dissolution of the company;

 

    a change in the company’s domicile;

 

    a decrease of corporate capital;

 

    an approval of capital contributions in kind and non-monetary assessments;

 

    a modification of the authority reserved to shareholders or limitations on the Board of Directors;

 

    a reduction in the number of members of the Board of Directors;

 

    a disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater that such percentage;

 

    the disposition of 50% or more of the assets of a combined entity, as long as such combined entity represents at least 20% of the assets of the corporation, as well as any disposition of its shares that results in the parent company losing its position as controller;

 

    the form of distributing corporate benefits;

 

    issue of guarantees for third-party liabilities which exceed 50% of the assets, except when the third party is a combined entity of the company, in which case approval of the Board of Directors is deemed sufficient;

 

    the purchase of the company’s own shares;

 

    other actions established by the by-laws or the laws;

 

    certain remedies for the nullification of the company’s by-laws;

 

    inclusion in the by-laws of the right to purchase shares from minority shareholders, when the controlling shareholders reaches 95% of the company’s shares by means of a tender offer for all of the company’s shares, where at least 15% of the shares have been acquired from unrelated shareholders; and

 

    approval or ratification of acts or contracts with related parties.

Regardless of the quorum present, the vote required for any of the actions above is at least two-thirds of the outstanding shares with voting rights.

By-law amendments for the creation of a new class of shares, or an amendment to or an elimination of those classes of shares that already exist, must be approved by at least two-thirds of the outstanding shares of the affected series.

 

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Chilean law does not require a publicly held stock corporation to provide its shareholders the same level and type of information required by the securities laws regarding the solicitation of proxies. However, shareholders are entitled to examine the financial statements of a publicly held stock corporation within the 15-day period before its scheduled OSM. Under Chilean law, a notice of a shareholders meeting listing matters to be addressed at the meeting must be mailed at least 15 days prior to the date of such meeting, and, an indication of the way complete copies of the documents that support the matters submitted for voting can be obtained, which must also be made available to shareholders on our website. In the case of an OSM, our annual report of activities, which will include audited financial statements, must also be made available to shareholders and published on our website at: www.enersischile.cl.

The Chilean Companies Act provides that, upon the request by the Directors’ Committee or by shareholders representing at least 10% of the issued shares with voting rights, a Chilean company’s annual report must include, in addition to the materials provided by the Board of Directors to shareholders, such shareholders’ comments and proposals in relation to the company’s affairs. In accordance with Article 136 of the Chilean Companies Regulation (“Reglamento de Sociedades Anónimas”), the shareholder(s) holding or representing 10% or more of the shares issued with voting rights, may:

 

    make comments and proposals relating to the progress of the corporate businesses in the corresponding year, no shareholder being able to make individually or jointly more than one presentation. These observations should be presented in writing to the company concisely, responsibly and respectfully, and the respective shareholder(s) should state their willingness for these to be included as an appendix to the annual report. The board shall include in an appendix to the annual report of the year a faithful summary of the pertinent comments and proposals the interested parties had made, provided they are presented during the year or within 30-days after its ending; or

 

    make comments and proposals on matters that the board submits for the knowledge or voting of the shareholders. The board shall include a faithful summary of those comments and proposals in all information it sends to shareholders, provided the shareholders’ proposal is received at the offices of the company at least 10-days prior to the date of dispatch of the information by the company. The shareholders should present their comments and proposals to the company, expressing their willingness for these to be included in the appendix to the respective annual report or in information sent to shareholders, as the case may be. The observations referred to in this Article may be made separately by each shareholder holding 10% or more of the shares issued with voting rights or shareholders who together hold that percentage, who should act as one.

Similarly, the Chilean Companies Act provides that whenever the Board of Directors of a publicly held stock corporation convenes an OSM and solicits proxies for the meeting, or circulates information supporting its decisions or other similar material, it is obligated to include the pertinent comments and proposals that may have been made by the Directors’ Committee or by shareholders owning 10% or more of the shares with voting rights who request that such comments and proposals be so included.

Only shareholders registered as such with us, as of 11:59 p.m. on the fifth business day prior to the date of a meeting, will be entitled to attend and vote their shares. A shareholder may appoint another individual, who does not need to be a shareholder, as his proxy to attend the meeting and vote on his behalf. Proxies for such representation shall be given for all the shares held by the owner. The proxy may contain specific instructions to approve, reject, or abstain with respect to any of the matters submitted for voting at the meeting and which were included in the notice. Every shareholder entitled to attend and vote at a shareholders’ meeting shall have one vote for every share subscribed.

There are no limitations imposed by Chilean law or our by-laws on the right of nonresidents or foreigners to hold or vote shares of common stock. However, the registered holder of the shares of common stock represented by ADSs, and evidenced by outstanding ADSs, is the custodian of the depositary. Accordingly, holders of ADSs will not be entitled to receive notice of meetings of shareholders directly or to vote the underlying shares of

 

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common stock represented by ADS directly. A deposit agreement will contain provisions pursuant to which the depositary will agree to solicit instructions from registered holders of ADSs as to the exercise of the voting rights pertaining to the shares of common stock represented by the ADSs. Subject to compliance with the requirements of the deposit agreement and receipt of such instructions, the depositary will agree to endeavor, insofar as practicable and permitted under Chilean law and the provisions of the by-laws, to vote or cause to be voted (or grant a discretionary proxy to the Chairman of the Board of Directors or to a person designated by the Chairman of the Board of Directors to vote) the shares of common stock represented by the ADSs in accordance with any such instruction. The depositary shall not itself exercise any voting discretion over any shares of common stock underlying ADSs. If no voting instructions are received by the depositary from a holder of ADSs with respect to the shares of common stock represented by the ADSs, on or before the date established by the depositary for such purpose, the shares of common stock represented by the ADS, may be voted in the manner directed by the Chairman of the Board, or by a person designated by the Chairman of the Board, subject to limitations set forth in the deposit agreement.

Dividends and Liquidation Rights

According to the Chilean Companies Act, unless otherwise decided by unanimous vote of its issued shares eligible to vote, all companies must distribute a cash dividend in an amount equal to at least 30% of their combined net income, before amortization and negative goodwill for each year (calculated according to the local accounting rules that will apply to us when preparing financial statements to be submitted to the SVS), unless and except to the extent we have carried forward losses. The law provides that the Board of Directors must agree to the dividend policy and inform such policy to the shareholders at the OSM.

Any dividend in excess of 30% of net income may be paid, at the election of the shareholder, in cash, or in our shares, or in shares of publicly held corporations owned by us. Shareholders who do not expressly elect to receive a dividend other than in cash are legally presumed to have decided to receive the dividend in cash.

Dividends which are declared but not paid within the appropriate time period set forth in the Chilean Companies Act (as to minimum dividends, 30-days after declaration; as to additional dividends, the date set for payment at the time of declaration) are adjusted to reflect the change in the value of UF, from the date set for payment to the date such dividends are actually paid. Such dividends also accrue interest at the then-prevailing rate for UF-denominated deposits during such period. The right to receive a dividend lapses if it is not claimed within five years from the date such dividend is payable. Payments not collected in such period are transferred to the volunteer fire department.

In the event of our liquidation, the shareholders would participate in the assets available in proportion to the number of paid-in shares held by them, after payment to all creditors.

Approval of Financial Statements

The Board of Directors will be required to submit our financial statements to the shareholders annually for their approval. If the shareholders by a vote of a majority of shares present (in person or by proxy) at the shareholders’ meeting reject the financial statements, the Board of Directors must submit new financial statements no later than 60-days from the date of such meeting. If the shareholders reject the new financial statements, the entire Board of Directors is deemed removed from office and a new board is elected at the same meeting. Directors who individually approved such financial statements are disqualified for reelection for the following period.

Change of Control

The Capital Markets Law establishes a comprehensive regulation related to tender offers. The law defines a tender offer as the offer to purchase shares of companies which publicly offer their shares or securities

 

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convertibles into shares and which offer is made to shareholders to purchase their shares under conditions which allow the bidder to reach a certain percentage of ownership of the company within a fixed period of time. These provisions apply to both voluntary and hostile tender offers.

Acquisition of Shares

No provision in our by-laws discriminates against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. However, no person may directly or indirectly own more than 65% of the outstanding shares of our stock. The foregoing restriction will not apply to the depositary as record owner of shares represented by ADRs, but it will apply to each beneficial ADS holder. Additionally, our by-laws prohibit any shareholder from exercising voting power with respect to more than 65% of the common stock owned by such shareholder or on behalf of others representing more than 65% of the outstanding issued shares with voting rights.

Right of Dissenting Shareholders to Tender Their Shares

The Chilean Companies Act provides that upon the adoption of any of the resolutions enumerated below at a meeting of shareholders, dissenting shareholders acquire the right to withdraw from the company and to compel the company to repurchase their shares, subject to the fulfillment of certain terms and conditions. In order to exercise such withdrawal rights, holders of ADRs must first withdraw the shares represented by their ADRs pursuant to the terms of the deposit agreement.

“Dissenting” shareholders are defined as those who at a shareholders’ meeting vote against a resolution that results in the withdrawal right, or who if absent from such meeting, state in writing their opposition to the respective resolution, within the 30-days following the shareholders’ meeting. Shareholders present or represented at the meeting and who abstain in exercising their voting rights shall not be considered as dissenting. The right to withdraw should be exercised for all the shares that the dissenting shareholder had registered in their name on the date on which the right is determined to participate in the meeting at which the resolution is adopted that motivates the withdrawal and which remains on the date on which their intention to withdraw is communicated to the company.

The price paid to a dissenting shareholder of a publicly held stock corporation whose shares are quoted and actively traded on one of the Chilean stock exchanges is the weighted average of the sales prices for the shares as reported on the Chilean stock exchanges on which the shares are quoted for the two-month period between the ninetieth and the thirtieth day before the shareholders’ meeting giving rise to the withdrawal right. If, because of the volume, frequency, number and diversity of the buyers and sellers, the SVS determines that the shares are not actively traded on a stock exchange, the price paid to the dissenting shareholder shall be the book value. Book value for this purpose shall equal paid capital plus reserves and profits, less losses, divided by the total number of subscribed shares, whether entirely or partially paid. For the purpose of making this calculation, the last combined statements of financial position is used, as adjusted to reflect inflation up to the date of the shareholders’ meeting which gave rise to the withdrawal right.

Article 126 of the Chilean Companies Act Regulations establishes that in cases where the right to withdraw arises, the company shall be obliged to inform the shareholders of this situation, the value per share that will be paid to shareholders exercising their right to withdraw and the term for exercising it. Such information should be given to shareholders at the same meeting at which the resolutions are adopted giving rise to the right of withdrawal, prior to its voting. A special communication should be given to the shareholders with rights, within two days following the date on which the rights to withdraw are born. In the case of publicly held companies, such information shall be communicated by a prominent notice in a newspaper with a wide national circulation and on its website, plus a written communication addressed to the shareholders with rights at the address they have registered with the company. The notice of the shareholders meeting that should pronounce on a matter that could originate withdrawal rights should mention this circumstance.

 

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The resolutions that result in a shareholder’s right to withdraw include, among others, the following:

 

    the transformation of the company into an entity which is not a publicly held stock corporation governed by Chilean Companies Act;

 

    the merger of the company with another company;

 

    disposition of 50% or more of the assets of the company, whether it includes disposition of liabilities or not, as well as the approval or the amendment of the business plan which contemplates the disposition of assets in an amount greater than such percentage;

 

    the disposition of 50% or more of the assets of a combined entity, as long as such combined entity represents at least 20% of the assets of the company, as well as any disposition of its shares that results in the parent company losing its position of controller;

 

    issue of guarantees for third parties’ liabilities which exceed 50% of the assets (if the third party is a combined entity of the company, the approval of the Board of Directors is sufficient);

 

    the creation of preferential rights for a class of shares or an amendment to the existing ones. In this case the right to withdraw only accrues to the dissenting shareholders of the class or classes of shares adversely affected;

 

    certain remedies for the nullification of the corporate by-laws; and

 

    such other causes as may be established by the law or by the company’s by-laws.

Investments by AFPs

The Pension Funds’ System Law permits AFPs to invest their funds in companies that are subject to Title XII and, subject to greater restrictions than other companies. The determination of which stocks may be purchased by AFPs is made by the Risk Classification Committee. The Risk Classification Committee establishes investment guidelines and is empowered to approve or disapprove those companies that are eligible for AFP investments. We expect that after the Spin-Off, we will be a Title XII company and we will be approved by the Risk Classification Committee.

Title XII companies are required to have by-laws that

 

    limit the ownership of any shareholder to a specified maximum percentage,

 

    require that certain actions be taken only at a meeting of the shareholders, and

 

    give the shareholders the right to approve certain investment and financing policies.

Registrations and Transfers

Shares issued by us will be registered with an administrative agent, which we expect to be DCV Registros S.A. This entity will also be responsible for our shareholders registry. In case of jointly-owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealing with us.

 

C. Material Contracts.

None.

 

D. Exchange Controls.

The Central Bank of Chile is responsible for, among other things, monetary policies and exchange controls in Chile. Currently applicable foreign exchange regulations are set forth in the Compendium of Foreign Exchange Regulations (the “Compendium”) approved by the Central Bank of Chile in 2002. Appropriate registration of a foreign investment in Chile permits the investor access to the Formal Exchange Market. Foreign investments can be registered with the Foreign Investment Committee under D.L. 600 of 1974 or can be registered with the Central Bank of Chile under the Central Bank Act, Law 18840 of October 1989.

 

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a) Foreign Investments Contracts and Chapter XIV

The following is a summary of certain provisions of Chapter XIV that will be applicable to all shareholders (and ADS holders). This summary does not purport to be complete and is qualified in its entirety by reference to Chapter XIV. Chapter XIV regulates the following type of investments: credits, deposits, investments and equity contributions. A Chapter XIV investor may at any time repatriate an investment made in us upon sale of our shares, and the profits derived therefrom, with no monetary ceiling, subject to the then effective regulations, which must be reported to the Central Bank of Chile.

Except for compliance with tax regulations and some reporting requirements, currently there are no rules in Chile affecting repatriation rights, except that the remittance of foreign currency must be made through a Formal Exchange Market entity. However, the Central Bank of Chile has the authority to change such rules and impose exchange controls.

The Compendium and International Bond Issuances

Chilean issuers may offer bonds issued by the Central Bank of Chile internationally under Chapter XIV, as amended, of the Compendium.

 

E. Taxation.

Chilean Tax Considerations

The following discussion summarizes material Chilean income and withholding tax consequences to foreign holders arising from the ownership and disposition of shares and ADSs and, to the extent any are issued, rights and ADS rights. The summary that follows does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of shares or ADSs and rights or ADS rights, if any, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which may be subject to special rules. Holders of shares and ADSs are advised to consult their own tax advisors concerning the Chilean and other tax consequences of the ownership of shares or ADSs.

The summary that follows is based on Chilean law, in effect on the date hereof, and is subject to any changes in these or other laws occurring after such date, possibly with retroactive effect. Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign investors, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another law. In addition, the Chilean tax authorities enact rulings and regulations of either general or specific application and interpret the provisions of the Chilean Income Tax Law. Chilean tax may not be assessed retroactively against taxpayers who act in good faith relying on such rulings, regulations and interpretations, but Chilean tax authorities may change their rulings, regulations and interpretations in the future. The discussion that follows is also based, in part, on representations of the depositary, and assumes that each obligation in the Deposit Agreement and any related agreements will be performed in accordance with its terms. As of this date, there is currently no applicable income tax treaty in effect between the United States and Chile. However, in 2010 the United States and Chile signed an income tax treaty that will enter into force once the treaty is ratified by both countries. There can be no assurance that the treaty will be ratified by either country. The following summary assumes that there is no applicable income tax treaty in effect between the United States and Chile. As used in this information statement, the term “foreign holder” means either:

 

    in the case of an individual holder, a person who is not a resident of Chile; for purposes of Chilean taxation, an individual is resident of Chile if he or she has resided in Chile for more than six months in one calendar year, or a total of more than six months in two consecutive fiscal years; or

 

    in the case of a legal entity holder, an entity that is not organized under the laws of Chile, unless the shares or ADSs are assigned to a branch, agent, representative or permanent establishment of such entity in Chile.

 

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Taxation of Shares and ADSs

Taxation of Cash Dividends and Property Distributions

General Rule: The following taxation of cash dividends and property distributions applies until 2016. Cash dividends paid with respect to the shares or ADSs held by a foreign holder will be subject to Chilean withholding tax, which is withheld and paid by the company. As described in the example below, the amount of the Chilean withholding tax is determined by applying a 35% rate to a “grossed-up” distribution amount (such amount equal to the sum of the actual distribution amount and the correlative Chilean corporate income tax paid by the issuer), and then subtracting as a credit such correlative Chilean corporate income tax paid by the issuer. For years 2004 through 2010, the Chilean corporate income tax rate was 17%; for 2011 and until 2014 the rate was 20%. In September 2014, a tax reform was enacted (Law 20,780), which, among other topics, progressively increased the corporate income tax (“CIT”). The CIT rate will be adjusted as follows: in 2014 it increased from 20% to 21%; in 2015 it increased to 22.5%; in 2016 it increases to 24%; in 2017, depending on which of the two new alternative systems enacted as part of the 2014 tax reform (discussed below) is chosen, the rate increases to 25% for companies electing the accrued income basis and 25.5% for companies electing the cash basis for shareholders and as of 2018 it will remain at 25% for companies that elect the accrued income basis and it will increase to 27% for companies that elect the cash basis for shareholders.

The example below illustrates the effective Chilean withholding tax burden on a cash dividend received by a foreign holder, assuming a Chilean withholding tax base rate of 35%, an effective Chilean corporate income tax rate of 22.5 % (CIT rate for 2015) and a distribution of 50% of the net income of the company distributable after payment of the Chilean corporate income tax:

 

Line

  

Concept and calculation assumptions

  Amount  

1

  

Company taxable income (based on Line 1 = 100)

    100.0  

2

  

Chilean corporate income tax: 22.5% x Line 1

    22.5  

3

  

Net distributable income: Line 1 — Line 2

    77.5  

4

  

Dividend distributed (50% of net distributable income): 50% of Line 3

    38.75  

5

  

Withholding tax: (35% of (the sum of Line 4 and 50% of Line 2))

    (17.5 )

6

  

Credit for 50% of Chilean corporate income tax: 50% of Line 2

    11.25  

7

  

Net withholding tax: Line 5 + Line 6

    (6.25 )

8

  

Net dividend received: Line 4 - Line 7

    32.5  

9

  

Effective dividend withholding rate: Line 7 / Line 4

    16.13 %

In general, the effective Chilean dividend withholding tax rate, after giving effect to the credit for the Chilean corporate income tax paid by the company, can be computed using the following formula:

 

  Effective Dividend    =    (Withholding tax rate) - (Chilean corporate income tax rate)   
  Withholding Tax Rate       1 - (Chilean corporate income tax rate)   

Using the rates prevailing until 2015, the Effective Dividend Withholding Rate is

(35%-22.5%) / (100%-22.5%) = 16.13%

Dividends are generally assumed to have been paid out of our oldest retained profits for purposes of determining the level of Chilean corporate income tax that was paid by us. For information as to our retained earnings for tax purposes and the tax credit available on the distribution of such retained earnings, see Note 19 of the Notes to our interim combined financial statements.

Under Chilean Income Tax Law, dividend distributions made in property are subject to the same Chilean tax rules as cash dividends. Stock dividends that represent free shares distributed to foreign shareholders as a consequence of a capitalization made on the same corporation are not subject to Chilean taxation.

 

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Exceptions: Despite the aforementioned general rule, there are special circumstances under which a different tax treatment would apply depending on the source of the income or due to special circumstances existing at the date of the dividend distribution. The most common special cases are briefly described below:

1) Circumstances where there is no CIT credit against the Chilean withholding tax: These cases are when: (i) profits paid as dividends (following the seniority rule indicated above) exceed a company’s taxable income (such dividend distributions in excess of a company’s taxable income determined as of December 31 of the distribution’s year will be subject to the Chilean withholding tax rate of 35%, without the CIT credit; in relation to the provisional withholding rule applicable on the date of the dividend payment, please see number 3 below); or (ii) the income was not subject to CIT due to an exemption of the Chilean corporate income tax, in which case the foreign holder will be also subject to the Chilean withholding tax rate of 35% without the CIT credit.

2) Circumstances where dividends have been attributed to income exempted from all the Chilean income taxes: In these cases, dividends distributed by a company to the foreign holder will not be subject to Chilean withholding tax. Income exempted from Chilean income tax is expressly listed in the Chilean Income Tax Law.

3) Circumstances where dividends are subject to a provisional withholding tax: In the event that on the date of the dividend distribution there are no earnings on which income tax has been paid and there are no tax-exempt earnings, a 35% Chilean withholding tax with a provisional 22.5% Chilean CIT credit is applicable. This provisional 22.5% Chilean corporate income tax credit must be confirmed with the information of a company’s taxable income as of December 31 of the year in which the dividend was paid. A company can agree with the foreign holders to withhold a higher amount in order to avoid under withholding of the Chilean withholding tax.

4) Circumstances when it is possible to use certain credits in Chile against income taxes paid abroad, or “foreign tax credit”: This occurs when dividends distributed by the Chilean company have income generated by companies domiciled in third countries as their source. If that income was subject to withholding tax or corporate income tax in those third countries, such income will have a credit or “foreign tax credit” against corresponding Chilean taxes, which can be proportionally transferred to the shareholders of a Chilean company.

New System in effect starting in 2017

The tax reform released in September 2014 created two alternative mechanisms of shareholder-level income taxation beginning on January 1, 2017: a) accrued income basis (known as attributed-income system in Chile) shareholder taxation and b) cash basis (known as partially-integrated system in Chile) shareholder taxation. One of these two alternative mechanisms must be chosen by companies in an ESM with a minimum vote of 2/3. The selection should be made before the end of 2016. Once the election is made, it will remain in effect for five years. If no regime is selected by the taxpayer, the law states that the default mechanism for foreign shareholders will be the cash basis mechanism (the most similar to the current system).

a) Accrued income basis

Shareholders would be taxed in Chile on income attributed to them as of the end of the tax year in which the income is generated, eliminating the taxable profits fund ledger (“FUT” in its Spanish acronym). These profits would be taxed at the shareholder level whether or not they are distributed. The underlying CIT paid at the entity level may be used by shareholders as a credit to reduce the Chilean shareholder tax. Therefore, the combined total company and shareholder Chilean income tax burden remains at 35%. Future distributions are not subject to taxation.

Taxpayers will be taxed on the income of companies in which they have an interest in the year such income is recognized, regardless of whether actual distributions are made, with the corresponding credit.

 

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Taxation in two stages

 

•    Company:

   25% of accrued profits (using the maximum CIT applicable as of 2018).

•    Shareholder:

   35% of accrued profits (whether or not distributions are received, with 100% credit of the CIT paid, resulting in an effective tax rate to the shareholder of 10%).

Total Tax Burden: 35%

Progressive CIT tax rate increase: 21% in 2014, 22.5% in 2015, 24% in 2016 and 25% as of 2017.

Advantages to accrued income tax basis:

 

    CIT Rate of 25% vs. 27% for the cash basis.

 

    Shareholders are granted 100% credit of taxes paid by a company.

Disadvantages to accrued income tax basis:

 

    Shareholders are taxed on undistributed profits.

 

    Shareholders of record must pay tax by December 31st (regardless of having received dividends).

 

    Complex management for companies.

b) Cash basis

A company pays CIT on its annual result. Foreign and local individual shareholders will only pay in Chile the relevant tax on effective profit distributions and will be allowed to use the tax paid by the distributing company as credit, with certain limitations. Only 65% of the CIT is creditable against the 35% shareholder-level tax (as opposed to 100% under the current FUT regime and under the accrued income basis). However, if there is a tax treaty in effect with Chile, the CIT is fully creditable against the 35% shareholder tax.

Taxation in two stages

 

•    Company:

   27% of accrued profits (using the maximum CIT applicable from 2018 and forward).

•    Shareholder:

   35% of cash disbursement (65% of CIT tax is creditable against the shareholder level tax, resulting in an effective tax rate to the shareholder of 17.5%. However, if the shareholder is a resident of a country with an effective tax treaty with Chile, CIT tax is fully creditable, resulting in an effective tax rate to the shareholder of 8%).

Total Tax Burden: 44.45% (35% for residents of countries with tax treaties)

Advantages to cash basis:

 

    Shareholders are only taxed on actual distributions.

 

    Shareholders must pay taxes only if they hold the share on the dividend distribution date.

Disadvantages to cash basis:

 

    CIT Rate of 27% versus 25% for the accrued income basis.

 

    Only shareholders residing in countries with a tax treaty are granted full CIT credit (others 65%).

Taxation on sale or exchange of ADSs, outside of Chile

Gains obtained by a foreign holder from the sale or exchange of ADSs outside Chile will not be subject to Chilean taxation.

 

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Taxation on sale or exchange of Shares

The Chilean Income Tax Law includes a tax exemption on capital gains arising from the sale of shares of listed companies traded in the stock markets. Although there are certain restrictions, in general terms, the amendment provides that in order to qualify for the capital gain exemption: (i) the shares must be of a publicly held stock corporation with a certain minimum level of trading on a stock exchange; (ii) the sale must be carried out in a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law; (iii) the shares which are being sold must have been acquired on a Chilean stock exchange, or in a tender offer subject to Chapter XXV of the Chilean Securities Market Law, or in an initial public offering (due to the creation of a company or to a capital increase), or due to the exchange of convertible bonds; and (iv) the shares must have been acquired after April 19, 2001.

If the shares do not qualify for the above exemption, capital gains on their sale or exchange of shares (as distinguished from sales or exchanges of ADSs representing such shares of common stock) could be subject to two alternative tax regimes: (a) the general tax regime, with a 22.5% Chilean corporate income tax and a 35% Chilean withholding tax, the former being creditable against the latter; or (b) a 22.5% Chilean corporate income tax as sole tax regime, when all the following circumstances are met: (i) the sale is made between unrelated parties, (ii) the sale of shares is not a recurrent or habitual activity for the seller and (iii) at least one year has elapsed between the acquisition and the sale of the shares.

The date of acquisition of the ADSs is considered to be the date of acquisition of the shares for which the ADSs are exchanged.

Taxation of Rights and ADS Rights

For Chilean tax purposes and to the extent we issue any rights or ADS rights, the receipt of rights or ADS rights by a foreign holder of shares or ADSs pursuant to a rights offering is a nontaxable event. In addition, there are no Chilean income tax consequences to foreign holders upon the exercise or the lapse of the rights or the ADS rights.

Any gain on the sale, exchange or transfer of any ADS rights by a foreign holder is not subject to taxes in Chile.

Any gain on the sale, exchange or transfer of the rights by a foreign holder is subject to a 35% Chilean withholding tax.

Currently, there are no rights that are outstanding.

Other Chilean Taxes

There is no gift, inheritance or succession tax applicable to the ownership, transfer or disposition of ADSs by foreign holders, but such taxes will generally apply to the transfer at death or by gift of the shares by a foreign holder. There is no Chilean stamp, issue, registration or similar taxes or duties payable by holders of shares or ADSs.

Material U.S. Income Tax Considerations

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These authorities are subject to change, possibly with retroactive effect. This discussion assumes that the depositary’s activities are clearly and appropriately defined so as to ensure that the tax treatment of ADSs will be identical to the tax treatment of the underlying shares.

 

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The following are the material U.S. federal income tax consequences to U.S. Holders (as defined herein) of receiving, owning, and disposing of shares or ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such securities and is based on the assumption stated above under “Chilean Tax Considerations” that there is no applicable income tax treaty in effect between the United States and Chile. The discussion applies only if the beneficial owner holds shares or ADSs as capital assets for U.S. federal income tax purposes and it does not describe all of the tax consequences that may be relevant in light of the beneficial owner’s particular circumstances. For instance, it does not describe all the tax consequences that may be relevant to:

 

    certain financial institutions;

 

    insurance companies;

 

    dealers and traders in securities who use a mark-to-market method of tax accounting;

 

    persons holding shares or ADSs as part of a “straddle” integrated transaction or similar transaction;

 

    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

    partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

    persons liable for the alternative minimum tax;

 

    tax-exempt organizations;

 

    persons holding shares or ADSs that own or are deemed to own ten percent or more of our stock; or

 

    persons holding shares or ADSs in connection with a trade or business conducted outside of the United States.

If an entity classified as a partnership for U.S. federal income tax purposes holds shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding shares or ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the shares or ADSs.

You will be a “U.S. Holder” for purposes of this discussion if you become a beneficial owner of our shares or ADSs and if you are, for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States; or

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; or

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (i) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or (ii) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust.

In general, if a beneficial owner owns ADSs, such owner will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a beneficial owner exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are released before shares are delivered to the depositary (pre-release) or intermediaries in the chain of ownership between beneficial owners and the issuer of the security underlying the ADSs may be taking actions that are inconsistent with the claiming of foreign tax credits for beneficial owners of depositary shares. Such actions would also be inconsistent with the

 

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claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate beneficial owners. Accordingly, the analysis of the creditability of Chilean taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by actions taken by such parties or intermediaries.

This discussion assumes we will not be a passive foreign investment company, as described below.

Beneficial owners should consult their tax advisors with respect to their particular tax consequences of owning or disposing of shares or ADSs, including the applicability and effect of state, local, non-U.S. and other tax laws and the possibility of changes in tax laws.

Taxation of Distributions

The following discussion is based on the current regime for taxation of cash dividends and distributions applicable in Chile until 2016. For 2017 and later, the U.S. federal income tax treatment will depend on which of the two regimes we elect to adopt. See “— Chilean Tax Considerations — Taxation of shares and ADSs — Taxation of Cash Dividends and Property Distributions” above.

Distributions paid on shares or ADSs other than certain pro rata distributions of shares of common stock will be treated as dividends taxable as ordinary income to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported as dividends.

If a beneficial owner is a U.S. Holder, subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid by qualified foreign corporations to the beneficial owner that is not a corporation are taxable at a maximum rate of 20%. A foreign company is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on an established securities market in the United States, such as the New York Stock Exchange where our ADSs are traded. Beneficial owners should consult their tax advisors to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

The amount of a dividend will include the net amount withheld by us in respect of Chilean withholding taxes on the distribution. The amount of the dividend will be treated as foreign-source dividend income to a beneficial owner and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code. Dividends will be included in a beneficial owner’s income on the date of the beneficial owner’s, or in the case of ADSs, the Depositary’s receipt of the dividend. The amount of any dividend paid in Chilean pesos will be a U.S. dollar amount calculated by reference to the exchange rate for converting Chilean pesos into U.S. dollars in effect on the date of such receipt regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a beneficial owner generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A beneficial owner may have foreign currency gain or loss if the dividend is converted into U.S. dollars on a date after the date of receipt.

Subject to applicable limitations that may vary depending upon a beneficial owner’s circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, the net amount of Chilean withholding tax (after reduction for the credit for Chilean corporate income tax, as discussed above under “—  Chilean Tax Considerations — Taxation of Shares and ADSs — Taxation of Cash Dividends and Property Distributions” above) withheld from dividends on shares or ADSs will be creditable against a beneficial owner’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and, therefore, a beneficial owner should consult the beneficial owner’s tax advisor regarding the availability of foreign tax credits in the beneficial owner’s particular circumstances. Instead of claiming a credit, a beneficial owner may, at the beneficial owner’s election, deduct such Chilean taxes in computing the beneficial owner’s taxable income,

 

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subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.

Sale or Other Disposition of Shares or ADSs

If a beneficial owner is a U.S. Holder, for U.S. federal income tax purposes, the gain or loss a beneficial owner realizes on the sale or other disposition of shares or ADSs will be a capital gain or loss, and will be a long-term capital gain or loss if the beneficial holder has held the shares or ADSs for more than one year. The amount of a beneficial owner’s gain or loss will equal the difference between the beneficial owner’s tax basis in the shares or ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. In addition, certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers.

In certain circumstances, Chilean taxes may be imposed upon the sale of shares. See “— Chilean Tax Considerations — Taxation of Shares and ADSs.” If a Chilean tax is imposed on the sale or disposition of shares, and a beneficial owner that is a U.S. Holder does not receive significant foreign source income from other sources, such beneficial owner may not be able to credit such Chilean tax against the beneficial owner’s U.S. federal income tax liability.

Passive Foreign Investment Company Rules

We believe that we will not be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for our 2016 taxable year or for the foreseeable future. However, because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because it is unclear whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were to become a PFIC for any taxable year during which a beneficial owner held shares or ADSs, certain adverse consequences could apply to the beneficial owner, including the imposition of higher amounts of tax than would otherwise apply, and additional filing requirements. Beneficial owners should consult their tax advisors regarding the consequences to them if we were a PFIC, as well as the availability and advisability of making any election that might mitigate the adverse consequences of PFIC status.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (i) the beneficial owner is an exempt recipient or (ii) in the case of backup withholding, the beneficial owner provides a correct taxpayer identification number and certifies that the beneficial owner is not subject to backup withholding.

The amount of any backup withholding from a payment to a beneficial owner will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability and may entitle the beneficial owner to a refund, provided that the required information is furnished in a timely fashion to the Internal Revenue Service.

Medicare Contribution Tax

Legislation enacted in 2010 generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from dividends and net gain attributable to the disposition of certain property, like the shares or ADSs, less certain deductions. A beneficial owner should consult the beneficial owner’s tax advisor regarding the possible application of this legislation in the beneficial owner’s particular circumstances.

Beneficial owners should consult their tax advisors with respect to the particular consequences to them of receiving, owning or disposing of shares or ADSs.

 

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F. Dividends and Paying Agents.

The paying agent for shareholders is expected to be DCV. The paying agent for holders of Enersis Chile ADRs listed on the NYSE is expected to be Citibank N.A.

 

G. Statement by Experts.

EY Ltda., a Member of Ernst & Young Global Limited, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein, has audited both the interim combined financial statements of Enersis Chile as of September 30, 2015 and for the nine-month period then ended, and the combined financial statements of Enersis Chile as of December 31, 2014, 2013 and January 1, 2013, and for the years ended December 31, 2014 and 2013.

The interim combined financial statements and the combined financial statements referred to above, both appearing in this registration statement, are included in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

 

H. Documents on Display.

We will be subject to the information requirements of the Exchange Act, except that as a foreign issuer, we are not subject to SEC proxy rules (other than general anti-fraud rules) or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we will file or furnish reports and other information with the SEC. Reports and other information that we will file or furnish with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be inspected at the offices of the New York Stock Exchange, at 11 Wall Street, New York, New York 10005, on which our ADSs are expected to be listed. In addition, the SEC maintains a website that contains electronically filed information, which can be accessed at http://www.sec.gov.

 

I. Combined Entity Information.

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks arising from changes in commodity prices, interest rates and foreign exchange rates. Enersis’ Board of Directors approves risk management policies at all levels and the Board of Directors of Enersis Chile will continue to do so with respect to the Chilean Business after the Spin-Off.

Commodity Price Risk

In our electricity generation business, we are exposed to market risks arising from the price volatility of electricity, natural gas, diesel oil, and coal. Natural gas is used in some of our power plants. We seek to ensure our fuel supply by securing long-term contracts with our suppliers for periods that are expected to match the lifetime of our generation assets. These contracts generally have provisions that allow us to purchase natural gas with a pricing formula that combines Henry Hub natural gas and Brent diesel oil at market prices prevailing at the time the purchase occurs. As of September 30, 2015 and 2014, and December 31, 2014 and 2013, we did not hold contracts classified as derivative financial instruments or financial instruments related to natural gas. However, during 2015 and 2014, we entered into contracts classified as derivative commodity instruments related to natural gas for the period between January and September 2015 (10.3 million of MMBTU and 1.69 million barrels of Brent diesel oil) and for the period between January and December 2014 (17.1 million MMBTU and 3.3 million barrels of Brent diesel oil). As of December 31, 2014, we held contracts classified as a derivative commodity instruments related to natural gas (350,000 MMBTU and 266,000 barrels of Brent diesel oil).

 

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In our power plants which use coal or diesel oil, the dispatch mechanism allows the thermal power plants to cover their operational costs. However, under certain circumstances, fuel price fluctuations might affect marginal costs. Due to the continuing drought in Chile and the price volatility of coal and petroleum, we hedged this risk with commodity instruments available in the international markets. As of September 30, 2015 and 2014, and December 31, 2014 and 2013, we did not hold any contracts classified as either derivative financial instruments or financial instruments related either to coal or petroleum-based liquid fuel. However, during 2015, we entered into contracts classified as derivative commodity instruments related to coal, for the period between January and September 2015 (65,000 tons of type API2 coal).

Additionally, through adequate commercial risk mitigation policies, and a hydro-thermal power plant mix, we seek to protect our operating income from electricity price volatility. As of September 30, 2015 and December 31, 2014, we did not hold electricity price-sensitive instruments.

We are continually analyzing ways to hedge commodity price risk, like transferring commodity price variations to the customer’s contract prices and permanently adjusting the commodity indexed price formulas for new Power Purchase Agreements (“PPAs”) according to our exposure and/or analyzing ways to mitigate risk through hydrological insurance in dry years. In the future we may use price-sensitive instruments.

Interest Rate and Foreign Currency Risk

The recorded values of our debt as of September 30, 2015, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

     Expected maturity date  

For the year ended December 31,

   2015     2016     2017     2018     2019     Thereafter     Total     Fair
Value(2)
 
     (in millions of Ch$) (1)  

Fixed Rate

                

Ch$/UF

     0.61        —          —          —          —          —          0.61        0.61   

Weighted average interest rate

     6.7     —          —          —          —          —          6.7     —     

US$

     1,005        1,804        1,921        2,046        2,179        513,416        522,370        606,155   

Weighted average interest rate

     5.7     5.4     5.4     5.4     5.4     5.8     5.8     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

     1,006        1,804        1,921        2,046        2,179        513,416        522,370        606,156   

Weighted average interest rate

     5.7     5.4     5.4     5.4     5.4     5.8     5.8     —     

Variable Rate

                

Ch$/UF

     2,636        5,272        5,272        5,272        28,315        279,092        325,860        413,078   

Weighted average interest rate

     10.4     10.4     10.4     10.4     7.6     7.6     7.8     —     

US$

     —          —          —          —          —          —          —          —     

Weighted average interest rate

     —          —          —          —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

     2,636        5,272        5,272        5,272        28,315        279,092        325,860        413,078   

Weighted average interest rate

     10.4     10.4     10.4     10.4     7.6     7.6     7.8     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     3,642        7,076        7,193        7,318        30,493        792,509        848,230        1,019,234   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of September 30, 2015, which was Ch$ 698.72 per US$ 1.00.
(2) As of September 30, 2015, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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The recorded values of our debt as of September 30, 2014, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2014     2015     2016     2017     2018     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$) (1)  

Fixed Rate

               

Ch$/UF

    1.31       —         —         —          —          —          1.31        1.31   

Weighted average interest rate

    4.6 %     —         —         —          —          —          4.6     —     

US$

    839        122,277       1,547       1,647        1,754        442,172        570,237        683,201   

Weighted average interest rate

    6.2 %     8.4 %     6.2 %     6.2     6.2     5.8     6.4     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    841       122,277       1,547       1,647        1,754        442,172        570,238        683,202   

Weighted average interest rate

    6.2 %     8.4 %     6.2 %     6.2     6.2     5.8     6.4     —     

Variable Rate

               

Ch$/UF

    5,305       8,042       6,656       5,027        5,027        293,110        323,167        408,693   

Weighted average interest rate

    11.9 %     11.7 %     11.5 %     11.1     11.1     8.9     10.0     —     

US$

    —         —         —         —          —          —          —          —     

Weighted average interest rate

    —         —         —         —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    5,305       8,042       6,656       5,027        5,027        293,110        323,167        408,693   

Weighted average interest rate

    11.9 %     11.7 %     11.5 %     11.1     11.1     8.9     10.0     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    6,146       130,319       8,203       6,674        6,781        735,282        893,405        1,091,895   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of September 30, 2014, which was Ch$ 599.22 per US$ 1.00.
(2) As of September 30, 2014, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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The recorded values of our debt as of December 31, 2014, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2015     2016     2017     2018     2019     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$) (1)  

Fixed Rate

               

Ch$/UF

    0.71       —         —         —          —          —          0.71        0.71   

Weighted average interest rate

    1.3 %     —         —         —          —          —          1.3     —     

US$

    123,813       1,566       1,668       1,776        1,892        445,837        576,553        685,462   

Weighted average interest rate

    8.7 %     6.2 %     6.2 %     6.2     6.2     5.9     6.5     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    123,814       1,566       1,668       1,776        1,892        445,837        576,553        685,463   

Weighted average interest rate

    8.7 %     6.2 %     6.2 %     6.2     6.2     5.9     6.5     —     

Variable Rate

               

Ch$/UF

    5,122       5,122       5,122       5,122        16,317        282,361        319,167        424,956   

Weighted average interest rate

    11.9 %     11.9 %     11.9 %     11.9     10.6     10.4     10.5     —     

US$

    —          —         —         —          —          —          —          —     

Weighted average interest rate

    —          —         —         —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    5,122       5,122       5,122       5,122        16,317        282,361        319,167        424,956   

Weighted average interest rate

    11.9 %     11.9 %     11.9 %     11.9     10.6     10.4     10.5     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    128,936       6,689       6,790       6,899        18,208        728,198        895,721        1,110,419   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$ 1.00.
(2) As of December 31, 2014, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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The recorded values of our debt as of December 31, 2013, are detailed below, according to maturity. Total values do not include the effect of derivatives.

 

    Expected maturity date  

For the year ended December 31,

  2014     2015     2016     2017     2018     Thereafter     Total     Fair
Value(2)
 
    (in millions of Ch$) (1)  

Fixed Rate

               

Ch$/UF

    0.11       —          —          —          —          —          0.11        0.11   

Weighted average interest rate

    6.8 %     —          —          —          —          —          6.8     —     

US$

    2,052       107,052       1,354       1,442        1,536        177,273        290,709        358,571   

Weighted average interest rate

    6.6 %     8.9 %     6.5 %     6.5     6.5     8.0     8.3     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fixed rate

    2,052        107,052       1,354        1,442        1,536        177,273        290,709        358,571   

Weighted average interest rate

    6.6 %     8.9 %     6.5 %     6.5     6.5     8.0     8.3     —     

Variable Rate

               

Ch$/UF

    7,541       7,756       6,420       4,848        4,848        282,698        314,112        390,790   

Weighted average interest rate

    10.1 %     10.2 %     9.5 %     8.3     8.3     7.0     7.2     —     

US$

    105,673        —          —          —          —          —          105,673        105,673   

Weighted average interest rate

    1.7     —          —          —          —          —          1.7     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total variable rate

    113,214        7,756       6,420       4,848        4,848        282,698        419,785        496,463   

Weighted average interest rate

    2.2 %     10.2 %     9.5 %     8.3     8.3     7.0     5.8     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    115,266       114,808       7,774        6,291        6,384        459,971        710,494        855,034   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2013, which was Ch$ 524.61 per US$ 1.00.
(2) As of December 31, 2013, fair value was calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

Interest Rate Risk

At September 30, 2015 and 2014, 23% and 25%, respectively, of our outstanding net debt obligations were subject to variable interest rates.

At December 31, 2014 and 2013, 20% and 40%, respectively, of our outstanding net debt obligations were subject to variable interest rates.

We manage interest rate risk by maintaining a mixture of both variable and fixed rate debt, according to a policy that will be approved by our Board of Directors after the completion of the Spin-Sff. Additionally, we manage interest rate risk through the use of interest rate derivatives.

As of September 30, 2015, 2014 and December 31, 2014 we did not hold derivatives to hedge our interest rate risk.

 

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As of December 31, 2013, the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge our interest rate risk exposure were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2014      2015      2016      2017      2018      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

Variable to fixed rates

     104,922         —           —           —           —           —           104,922         (1,197

Fixed to variable rates

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     104,922         —           —           —           —           —           104,922         (1,197
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2013, which was Ch$ 524.61 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

Foreign Currency Risk

Our corporate currency risk policy will be approved by our Board of Directors, after the completion of the Spin-Off. This policy will seek to hedge cash flows of each company that is indexed to the U.S. dollar with liabilities in the same currency.

We are exposed to foreign currency risk arising from debt denominated in U.S. dollars. Some of our combined entities have a natural hedge between their revenues and the currency of their debt. In some other cases, we do not have this natural hedge, and therefore, we try to manage this exposure with currency derivatives, such as U.S. dollar/UF exchange and U.S. dollar/Chilean peso derivatives. However, this could not always be possible due to market conditions.

As of September 30, 2015, the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge our foreign exchange risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2015      2016      2017      2018      2019      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —          —           —          —          536,243        —          536,243         (61,418

US$ to Ch$/UF

     —          —           —          —          —          —          —          —    

Ch$ to US$

     —          —           —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           —           —          —          536,243        —           536,243         (61,418
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of September 30, 2015, which was Ch$ 698.72 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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By comparison, as of September 30, 2014, the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge our foreign exchange risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2014      2015      2016      2017      2018      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     237,079         —           —          —          —          257,219         494,298         (3,894

US$ to Ch$/UF

     —          —           —          —          —          —          —          —    

Ch$ to US$

     —          —           —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     237,079         —           —          —          —          257,219         494,298         (3,894
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of September 30, 2014, which was Ch$ 599.22 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

As of December 31, 2014, the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge our foreign exchange risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2015      2016      2017      2018      2019      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —           —           —           —           260,451         —           260,451         (24,639

US$ to Ch$/UF

     —           —           —           —           —           —           —           —     

Ch$ to US$

     —           —           —           —           —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           —           —           —           260,451         —           260,451         (24,639
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2014, which was Ch$ 606.75 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

By comparison, as of December 31, 2013 the recorded values for financial accounting purposes and the corresponding fair value of the instruments that hedge for our interest rate risk were as follows:

 

     Expected Maturity Date  

For the year ended December 31,

   2014      2015      2016      2017      2018      Thereafter      Total      Fair
Value(2)
 
     (in millions of Ch$)(1)  

UF to US$

     —           —           —           —           —           —           —           —     

US$ to Ch$/UF

     —           —           —           —           —           —           —           —     

Ch$ to US$

     207,560         —           —           —           —           —           207,560         20,865   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     207,560         —           —           —           —           —           207,560         20,865   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Calculated based on the Observed Exchange Rate as of December 31, 2013, which was Ch$ 524.61 per US$ 1.00.
(2) Fair values were calculated based on the discounted value of future cash flows expected to be paid (or received), considering current discount rates that reflect the different risks involved.

 

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(d) Safe Harbor

The information in this “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” contains information that may constitute forward-looking statements. See “Forward-Looking Statements” in the Introduction of this information statement for safe harbor provisions.

 

Item 12. Description of Securities Other Than Equity Securities

 

A. Debt Securities.

Not applicable.

 

B. Warrants and Rights.

Not applicable.

 

C. Other Securities.

Not applicable.

 

D. American Depositary Shares.

Enersis Chile is expected to appoint Citibank, N.A. as depositary pursuant to a deposit agreement (“Deposit Agreement”). Citibank, N.A.’s depositary offices are located at 388 Greenwich Street, New York, New York 10013. The terms and provisions of the Deposit Agreement are expected to be substantially the same as the Deposit Agreement entered into by Enersis for its ADR program. Upon the execution of the Deposit Agreement, Enersis Chile will file the Deposit Agreement with the SEC and a copy of the Deposit Agreement will be obtainable from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC’s website (www.sec.gov). The depositary typically appoints a custodian to safekeep the securities on deposit. In the case of Enersis Chile, the custodian is expected to be Banco Santander (Chile), located at Bandera 140, Santiago, Chile.

The following is a summary description of the material terms of the Deposit Agreement to be entered into by Enersis Chile and the Enersis Chile ADSs to be issued thereunder. This summary is based on the terms of the Deposit Agreement expected to be entered into by Enersis Chile and the actual terms of the Deposit Agreement by Enersis Chile may be different. Please remember that summaries by their nature lack the precision of the information summarized and that rights and obligations as an owner of Enersis Chile ADSs will be determined by reference to the terms of the Deposit Agreement and not by this summary.

Each Enersis Chile ADS will represent [●] shares of common stock of Enersis Chile on deposit with the custodian. An ADS will also represent any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

If you become an owner of ADSs, you will become a party to the Deposit Agreement and therefore will be bound to its terms and to the terms of the ADR that represents your ADSs. The Deposit Agreement and the ADR will specify the rights and obligations of Enersis Chile as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you will be appointing the depositary to act on your behalf in certain circumstances. The Deposit Agreement and the ADRs will be governed by New York law. However, Enersis Chile’s obligations to the holders of shares of Enersis Chile common stock will continue to be governed by the laws of Chile, which are different from New York law.

As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name

 

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reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and the Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as an ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADR registered in your name and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

As a holder, you will generally have the right to receive the distributions made by Enersis Chile on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the Deposit Agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

Upon receipt by the custodian of a cash distribution for the securities on deposit, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders. The conversion into U.S. dollars will take place only if reasonable, in the judgment of the depositary, if the U.S. dollars are transferable to the United States and if permitted by Chilean law and regulations and, if in effect, the foreign exchange agreements among the Central Bank of Chile, the depositary and Enersis Chile. The amounts distributed to holders will be net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. The depositary will apply the same method for distributing the proceeds of the sale of any property, such as undistributed rights, held by the custodian in respect of securities on deposit.

Distributions of Shares

Upon receipt of a dividend or free distribution of shares, the depositary may and will, at the request of Enersis Chile, distribute to holders, in proportion to the number of ADSs held, new ADSs representing the shares of common stock deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

The distribution of new ADSs upon a distribution of shares of common stock will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new shares of common stock so distributed.

No such distribution of new ADSs will be made if it would violate a law, including the U.S. securities laws. If the depositary does not distribute new ADSs as described above, it will sell the shares of common stock received and will distribute the proceeds of the sale as in the case of a distribution of cash.

 

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Distributions of Rights

If Enersis Chile offers to its holders of shares rights to purchase additional ADSs, the depositary will have discretion as to the procedures to follow in making such rights available to the holders of ADSs or selling such rights on behalf of holders and making the net proceeds available in U.S. dollars to such holders. If requested by Enersis Chile, the depositary will take the following actions:

 

    If at the time of the offering the depositary determines that it is lawful and feasible to make such rights available to holders, the depositary will distribute such rights to holders in proportion to the number of ADSs held, or the depositary will employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such holders;

 

    If at the time of the offering the depositary determines that it is not lawful or not feasible to make such rights available to holders, or if the rights are not exercised and appear about to lapse, the depositary in its discretion may sell such rights at public or private sale, and may allocate the net proceeds of any such sale, upon an averaged or other practicable basis; or

 

    If by the terms of the offering or for any other reason the depositary cannot make those rights available to the holders, then the depositary may allow those rights to lapse.

If the distribution of rights requires the rights to be registered under the Securities Act, the depositary will not distribute such rights unless and until such registration statement is in effect, or unless the transaction is exempt from registration under the provisions of the Securities Act.

If the depositary has distributed the rights to holders of ADSs, the depositary will exercise such rights on behalf of the holders upon receipt of the following:

 

    payment of the purchase price for the share to be purchased upon the exercise of the right;

 

    a duly completed and signed exercise instruction; and

 

    payment of the applicable fee and charges.

The depositary will sell the rights that are not exercised or not distributed if such sale is lawful. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

Whenever Enersis Chile intends to distribute a dividend payable at the election of shareholders either in cash or in additional shares, Enersis Chile will give prior notice thereof to the depositary and will indicate whether Enersis Chile wishes the elective distribution to be made available to you. In such case, Enersis Chile will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

The depositary will make the election available to you only if it is reasonably practicable and if Enersis Chile provides all of the documentation contemplated in the Deposit Agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the Deposit Agreement.

If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in Chile would receive upon failing to make an election, as more fully described in the Deposit Agreement.

Other Distributions

Whenever Enersis Chile distributes property other than cash, shares of common stock or rights to purchase additional shares of Enersis Chile common stock, the depositary will consult with Enersis Chile to the extent

 

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practicable and distribute such property to holders of ADSs in proportion to the number of ADSs held, in any manner that the depositary, with consent of Enersis Chile, deems equitable and practicable for accomplishing the distribution.

If the depositary determines that such distribution cannot be made proportionately among the holders of ADRs, or for any other reason the depositary deems such distribution not to be reasonably practicable, the depositary may, with our approval, adopt such distribution method, including a sale, as it deems equitable and practicable.

If the depositary sells such property, the net proceeds of such sale will be distributed to holders as in the case of a cash distribution, net of fees, expenses, taxes or governmental charges payable by holders under the Deposit Agreement.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Changes Affecting Shares of Common Stock

The shares of common stock held on deposit for ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or classification of such shares of common stock or a recapitalization, reorganization, merger, consolidation or sale of assets.

If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the shares of common stock held on deposit. The depositary may, with our approval, or at the request of Enersis Chile, in such circumstances deliver new ADSs to you or call for the exchange of your existing ADSs for new ADSs. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Redemption

To the extent permitted by applicable law, whenever Enersis Chile decides to redeem any of the securities on deposit with the custodian, Enersis Chile will notify the depositary in advance. If it is practicable and if Enersis Chile provides all of the documentation contemplated in the Deposit Agreement, the depositary will provide notice of the redemption to the holders of ADSs.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the Deposit Agreement and will establish procedures to enable holders of ADSs to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Issuance of ADSs Upon Deposit of Shares of Common Stock

The depositary may create ADSs on your behalf if you or your broker deposits shares of common stock with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the shares of common stock to the custodian.

The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the shares of common stock have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

 

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When you make a deposit of shares of common stock, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

 

    The shares are duly authorized, validly issued, fully paid, non assessable and legally obtained.

 

    All preemptive (and similar) rights, if any, with respect to such shares have been validly waived or exercised.

 

    You are duly authorized to deposit the shares.

 

    The shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the Deposit Agreement).

 

    The shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties is incorrect in any way, Enersis Chile and the depositary may, at your cost and expense, take any and all actions necessary to attempt to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

 

    duly deliver the ADRs to the depositary at its principal office, and

 

    ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer.

Withdrawal of Shares Upon Cancellation of ADSs

As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the underlying shares of common stock at the custodian’s offices. In order to withdraw the shares of common stock represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the shares of common stock being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the Deposit Agreement.

If you hold an ADS registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and certain other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the shares of common stock represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

You will have the right to withdraw the securities represented by your ADSs at any time except for:

 

    Temporary delays that are caused by clearing of the transfer books for the shares of common stock or the ADSs or the payment of dividends.

 

    Obligations to pay fees, taxes and similar charges.

 

    Restrictions imposed due to laws or regulations applicable to ADSs or the withdrawal of deposited securities.

The Deposit Agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

 

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Voting Rights

As a holder, you will generally have the right under the Deposit Agreement to instruct the depositary to exercise the voting rights for the shares of common stock represented by your ADSs. The voting rights of holders of shares of common stock are described in “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Share Capital—Shareholders’ Meetings and Voting Rights.”

The depositary will mail to you any notice of a shareholders’ meeting received from Enersis Chile together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor insofar as practicable to vote the securities represented by the holder’s ADSs in accordance with such voting instructions.

Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. There will be no assurance that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.

If the depositary does not receive your voting instructions in a timely manner you will nevertheless be treated as having instructed the depositary to give a discretionary proxy with full power of substitution to our Chairman of the Board or to a person designated by him to vote the shares represented by your ADSs in his/her discretion. The depositary will deliver such discretionary proxy to vote on any matter other than:

 

    substantial opposition exists by holders of ADSs, it being understood that an election of directors at an annual or extraordinary meeting of shareholders is not a contested matter involving substantial opposition;

 

    matters that materially and adversely affect the rights of holders of ADSs;

 

    any matter as to which the Chairman of the Board directs the depositary that he or she does not wish such proxy to be given.

Fees and Charges

The holders of Enersis Chile ADSs are expected to be required to pay the following fees of the depositary.

 

   

Service Fees

  

Fees

(1)   Issuance of ADS upon deposit of shares (i.e., an issuance upon a deposit of shares or upon a change in the ADS(s)-to-share(s) ratio), excluding issuances as a result of distributions described in paragraph (4) below.    Up to US$5 per 100 ADSs (or fraction thereof) issued.
(2)   Delivery of deposited securities against surrender of ADS    Up to US$5 per 100 ADSs (or fraction thereof) surrendered.
(3)   Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)    Up to US$5 per 100 ADSs (or fraction thereof) held.
(4)   Distribution of ADS pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADS    Up to US$5 per 100 ADSs (or fraction thereof) held.
(5)   Distribution of securities other than ADS or rights to purchase additional ADS (i.e., spin-off of shares)    Up to US$5 per 100 ADSs (or fraction thereof) held.
(6)   Depositary services    Up to US$5 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the depositary.

 

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As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

 

    Fees for the transfer, exchange or registration of shares of common stock, such as upon deposit and withdrawal of shares of common stock.

 

    Expenses incurred for converting foreign currency into U.S. dollars.

 

    Expenses for cable, telex and fax transmissions and for delivery of securities.

 

    Taxes and other governmental charges upon the transfer of securities, such as when shares of common stock are deposited or withdrawn from deposit.

 

    Fees and expenses incurred in connection with the delivery or servicing of shares of common stock on deposit.

Enersis Chile will agree to pay certain other charges and expenses of the depositary. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

Amendments and Termination

Enersis Chile may agree with the depositary to modify the Deposit Agreement at any time without your consent. Enersis Chile will undertake to give holders 30 days’ prior notice of any modifications that increase any fees or charges or that would materially prejudice any of their existing substantial rights under the Deposit Agreement, except in very limited circumstances enumerated in the Deposit Agreement.

You will be bound by the modifications to the Deposit Agreement if you continue to hold your ADSs after the modifications to the Deposit Agreement become effective. The Deposit Agreement cannot be amended to prevent you from withdrawing the shares of common stock represented by your ADSs, except as permitted by law.

Enersis Chile will have the right to direct the depositary to terminate the Deposit Agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the Deposit Agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the Deposit Agreement will be unaffected.

After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office at all reasonable times but solely for the purpose of communicating with other holders in the interest of matters relating to the ADSs, the Deposit Agreement or our business.

The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs. These facilities may be closed from time to time, to the extent not prohibited by law.

 

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Limitations on Obligations and Liabilities

The Deposit Agreement will limit Enersis Chile’s obligations and the depositary’s obligations to you. Please note the following:

 

    Enersis Chile and the depositary will be obligated only to take the actions specifically stated in the Deposit Agreement without negligence or bad faith.

 

    The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the Deposit Agreement.

 

    Enersis Chile and the depositary will not be obligated to perform any act that is inconsistent with the terms of the Deposit Agreement.

 

    Enersis Chile and the depositary disclaim any liability if we or the depositary are prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement, by reason of any provision, present or future of any law or regulation, or by reason of any present or future provision of foreign exchange contract or our by-laws, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

 

    We and the depositary disclaim any liability by reason of the performance or non-performance or delay in the performance of any act or thing that may be done in their discretion.

 

    We and the depositary disclaim any liability by reason of any exercise or failure to exercise discretion contemplated in the Deposit Agreement.

 

    We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of shares but is not, under the terms of the Deposit Agreement, made available to you.

 

    We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

 

    We and the depositary also disclaim liability for any consequential or punitive damages resulting from any breach of the terms of the Deposit Agreement.

Pre-Release Transactions

The depositary may, in certain circumstances, issue ADSs before receiving a deposit of shares or release shares of common stock before receiving ADSs. These transactions are commonly referred to as “pre-release transactions.” The Deposit Agreement limits the aggregate size of pre-release transactions and imposes a number of conditions on such transactions, including the need to receive collateral, the type of collateral required and the representations required from brokers. The depositary may retain the compensation received from the pre-release transactions.

Taxes

You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to issue ADSs, to deliver transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the

 

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custodian may take reasonable administrative actions to obtain tax refunds and reduce tax withholding for any distribution on behalf of holders of ADSs. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion can be done on a practicable basis and will distribute the U.S. dollars in accordance with the terms of the Deposit Agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

If the conversion of foreign currency cannot be done on a practicable basis, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

 

    Convert the foreign currency to the extent permissible and distribute the U.S. dollars to the holders for whom the conversion and distribution is practicable.

 

    Distribute the foreign currency to holders for whom the distribution is lawful and practicable.

 

    Hold the foreign currency, without liability for interest, for the applicable holders.

 

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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

 

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

 

Item 15. Controls and Procedures

Not applicable.

 

Item 16. Reserved

 

Item 16A. Audit Committee Financial Expert

Not applicable.

 

Item 16B. Code of Ethics

Not applicable.

 

Item 16C. Principal Accountant Fees and Services

Not applicable.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

 

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

 

Item 16G. Corporate Governance

Not applicable.

 

Item 16H. Mine Safety Disclosure

Not applicable.

 

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PART III

 

Item 17. Financial Statements

None.

 

Item 18. Financial Statements

Enersis Chile

Index to the Combined Financial Statements

Report of Independent Registered Public Accounting Firm:

 

Report of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada (EY Ldta.) — Enersis Chile at September 30, 2015 and December 31, 2014

     F-1   

Interim Combined Financial Statements:

  

Interim Combined Statements of Financial Position at September 30, 2015 and December 31, 2014

     F-2   

Interim Combined Statements of Comprehensive Income for the nine months ended September 30, 2015 and 2014

     F-4   

Interim Combined Statements of Changes in Equity for the nine months ended September 30, 2015 and 2014

     F-6   

Interim Combined Statements of Cash Flows for the nine months ended September 30, 2015 and 2014

     F-8   

Notes to the Interim Combined Financial Statements

     F-12   

Report of Independent Registered Public Accounting Firm:

  

Report of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada — Enersis Chile at December 31, 2014 and 2013 and January 1, 2013

     F-124   

Audited Combined Financial Statements:

  

Combined Statements of Financial Position at December 31, 2014 and 2013 and January 1, 2013

     F-125   

Combined Statements of Comprehensive Income for the years ended December 31, 2014 and 2013

     F-127   

Combined Statements of Changes in Equity for the years ended December 31, 2014 and 2013

     F-129   

Combined Statements of Cash Flows — Direct Method for the years ended December 31, 2014 and 2013

     F-130   

Notes to the Audited Combined Financial Statements

     F-134   

 

Ch$    Chilean pesos
US$    U.S. dollars
UF    The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.
ThCh$    Thousands of Chilean pesos
ThUS$    Thousands of U.S. dollars

 

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Item 19. Exhibits

 

Exhibit

  

Description

  1.1*    By-laws (Estatutos) of Enersis Chile S.A.
  2.1*    Form of Specimen Share Certificate for Enersis Chile S.A. Common Stock
  8.1*    List of Principal Combined Entities as of September 30, 2015
15.1    Consent of Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada, an independent registered public accounting firm
99.1**    Item 8.A.4 of Form 20-F Waiver Request and Representation

 

* Previously submitted.
** To be included in subsequent submission.

We will furnish to the Securities and Exchange Commission, upon request, copies of any not filed instruments that define the rights of stakeholders of Enersis Chile.

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Registration Statement on its behalf.

 

ENERSIS CHILE S.A.
By:  

 

Name:  
Title:  

Date:


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Enersis Chile

Interim Combined Financial Statements as of September 30, 2015 and December 31, 2014, and for the nine months ended September 30, 2015 and 2014


Table of Contents

Index to the Audited Interim Combined Financial Statements

Reports of Independent Registered Public Accounting Firms:

 

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada (EY Ltda.) – Enersis Chile at September 30, 2015 and December 31, 2014

     F-1   

Combined Financial Statements:

  

Combined Statements of Financial Position at September 30, 2015 and December 31, 2014

     F-2   

Combined Statements of Comprehensive Income for the nine months ended September 30, 2015 and 2014

     F-4   

Combined Statements of Changes in Equity for the nine months ended September 30, 2015 and 2014

     F-6   

Combined Statements of Cash Flows for the nine months ended September 30, 2015 and 2014

     F-8   

Notes to the Combined Financial Statements

     F-9   

 

Ch$

   Chilean pesos

US$

   U.S. dollars

UF

   The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.

ThCh$

   Thousand of Chilean pesos

ThUS$

   Thousand of U.S. dollars


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LOGO   

 

EY Chile

Avda. Presidente

Riesco 5435, piso 4,

Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

Report of Independent Registered Public Accounting Firm

To Shareholders and Directors of

Enersis Américas S.A. (formerly Enersis S.A.)

We have audited the accompanying interim combined statements of financial position of Enersis Chile S.A. (the “Combined Group,” as described in Note 2 to the combined financial statements) as of September 30, 2015, and the related interim combined statements of comprehensive income, shareholders’ equity and cash flows for the nine month period then ended. These financial statements are the responsibility of Enersis S.A.’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Combined Group’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Combined Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the interim combined financial position of Enersis Chile S.A. at September 30, 2015, and the interim combined results of their operations and their cash flows for the nine month period then ended, in accordance with International Accounting Standard No. 34, “Interim Financial Reporting”, as issued by the International Accounting Standards Board.

As discussed in Note 2.7 to the interim combined financial statements, the September 30, 2015 interim combined financial statements have been restated to correct an error in the presentation of the interim combined statement of cash flows for the nine months ended September 30, 2015.

We have separately audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the combined statement of financial position of Enersis Chile S.A. as of December 31, 2014, and the related combined statements of comprehensive income, shareholders’ equity and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those combined financial statements in our report dated December 4, 2015.

 

/s/ EY Ltda                                                                           

EY Ltda.

 

Santiago, Chile

February 25, 2016

 

F-1


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ENERSIS CHILE

Interim Combined Statements of Financial Position

At September 30, 2015 and December 31, 2014

(In thousands of Chilean pesos)

 

 

     Note      9-30-2015
ThCh$
     12-31-2014
ThCh$
 
ASSETS         

CURRENT ASSETS

        

Cash and cash equivalents

     7        85,160,333         132,985,927   

Other current financial assets

     8        1,580,176         1,491,129   

Other current non-financial assets

        17,526,512         16,047,607   

Trade and other current receivables

     9        580,410,561         578,081,205   

Current accounts receivable from related companies

     10         21,954,154         16,952,650   

Inventories

     11         35,549,475         43,677,878   

Current tax assets

     12         22,652,733         45,648,139   
     

 

 

    

 

 

 

Total current assets other than assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

        764,833,944         834,884,535   
     

 

 

    

 

 

 

Non-current assets or groups of assets for disposal classified as held for sale

     13         —           7,978,963   

Non-current assets or groups of assets for disposal classified as held for sale or as held for distribution to owners

        —           7,978,963   
     

 

 

    

 

 

 

TOTAL CURRENT ASSETS

        764,833,944         842,863,498   
     

 

 

    

 

 

 

NON-CURRENT ASSETS

        

Other non-current financial assets

     8        22,823,374         6,750,472   

Other non-current non-financial assets

        4,517,717         235,430   

Trade and other non-current receivables

     9        6,929,938         7,496,412   

Investments accounted for using the equity method

     14         47,687,926         40,365,323   

Intangible assets other than goodwill

     15         37,725,489         36,525,522   

Goodwill

     16         887,257,655         887,257,655   

Property, plant and equipment

     17         3,349,115,618         3,283,760,776   

Investment property

     18         8,156,603         8,514,562   

Deferred tax assets

     19         20,249,553         12,965,095   
     

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

        4,384,463,873         4,283,871,247   
     

 

 

    

 

 

 

TOTAL ASSETS

        5,149,297,817         5,126,734,745   
     

 

 

    

 

 

 

 

F-2


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ENERSIS CHILE

Interim Combined Statements of Financial Position

At September 30, 2015 and December 31, 2014

(In thousands of Chilean pesos)

 

 

 

     Note      9-30-2015
ThCh$
    12-31-2014
ThCh$
 
LIABILITIES AND EQUITY        

CURRENT LIABILITIES

       

Other current financial liabilities

     20        31,465,056        146,364,359   

Trade and other current payables

     23        360,768,802        495,361,355   

Current accounts payable to related companies

     10        335,484,506        187,185,193   

Other current provisions

     24        19,554,817        11,623,514   

Current tax liabilities

     12        3,926,861        38,357,866   

Other current non-financial liabilities

        28,036,115        35,703,261   
     

 

 

   

 

 

 

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

        779,236,157        914,595,548   
     

 

 

   

 

 

 

Liabilities associated with groups of assets for disposal classified as held for sale

     13        —          5,488,147   
     

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

        779,236,157        920,083,695   
     

 

 

   

 

 

 

NON-CURRENT LIABILITIES

       

Other non-current financial liabilities

     20         910,216,082        778,135,167   

Trade and other non-current payables

     23        —          3,711,078   

Other long-term provisions

     24        61,064,768        27,969,935   

Deferred tax liabilities

     19        227,628,896        255,222,666   

Non-current provisions for employee benefits

     25        50,819,635        53,937,842   

Other non-current non-financial liabilities

        3,262,507        3,608,571   
     

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

        1,252,991,888        1,122,585,259   
     

 

 

   

 

 

 

TOTAL LIABILITIES

        2,032,228,045        2,042,668,954   
     

 

 

   

 

 

 

EQUITY

       

Allocated capital

     26.1        2,229,108,975        2,229,108,975   

Retained earnings

        1,278,364,066        1,171,971,677   

Other reserves

     26.5        (979,516,732     (928,879,218
     

 

 

   

 

 

 

Equity attributable to Enersis Chile

        2,527,956,309        2,472,201,434   

Non-controlling interests

     26.6        589,113,463        611,864,357   
     

 

 

   

 

 

 

TOTAL EQUITY

        3,117,069,772        3,084,065,791   
     

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

        5,149,297,817        5,126,734,745   
     

 

 

   

 

 

 

 

F-3


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ENERSIS CHILE

Interim Combined Statements of Comprehensive Income, by Nature

For the nine months ended September 30, 2015 and 2014

(In thousands of Chilean pesos)

 

 

          For the nine months ended September 30,  

COMBINED STATEMENTS OF COMPREHENSIVE INCOME
Profit (loss)

   Note    2015
            ThCh$             
    2014
(Unaudited)
            ThCh$             
 

Revenues

   27      1,753,899,975        1,477,407,687   

Other operating income

   27      8,298,934        21,454,312   
     

 

 

   

 

 

 

Revenues and other operating income

        1,762,198,909        1,498,861,999   

Raw materials and consumables used

   28      (1,151,827,225     (1,003,840,694
     

 

 

   

 

 

 

Contribution Margin

        610,371,684        495,021,305   
     

 

 

   

 

 

 

Other work performed by the entity and capitalized

   3 a. – 3 d.1      16,076,024        15,904,921   

Employee benefits expense

   29      (102,295,695     (96,504,075

Depreciation and amortization expense

   30      (112,391,453     (93,389,860

Impairment loss recognized in the period’s profit or loss

   30      (4,917,537     (1,075,487

Other expenses

   31      (82,469,879     (93,521,920
     

 

 

   

 

 

 

Operating Income

        324,373,144        226,434,884   
     

 

 

   

 

 

 

Other gains

   32      6,694,174        47,755,054   

Financial income

   33      11,075,425        9,124,834   

Financial costs

   33      (52,290,795     (58,021,595

Share of profit (loss) of associates and joint ventures accounted for using the equity method

   14      7,482,890        7,728,915   

Foreign currency exchange differences

   33      (45,890,221     (13,734,131

Profit from indexed assets and liabilities

   33      3,320,149        3,088,893   
     

 

 

   

 

 

 

Income before taxes

        254,764,766        222,376,854   

Income tax expense

   34      (57,496,655     (102,595,091
     

 

 

   

 

 

 

NET INCOME

        197,268,111        119,781,763   
     

 

 

   

 

 

 

Net income attributable to:

       

Enersis Chile

        149,907,188        96,243,582   

Non-controlling interests

   26.5      47,360,923        23,538,181   
     

 

 

   

 

 

 

NET INCOME

        197,268,111        119,781,763   
     

 

 

   

 

 

 

 

F-4


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ENERSIS CHILE

Interim Combined Statements of Comprehensive Income, by Nature (continued)

For the nine months ended September 30, 2015 and 2014

(In thousands of Chilean pesos)

 

 

          For the nine months ended September 30,  

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

   Note    2015
            ThCh$             
    2014
(Unaudited)
            ThCh$             
 

Net Income

        197,268,111        119,781,763   

Components of other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

       

Losses from defined benefit plans

   25.2.b      (2,332,333     —     

Other comprehensive income that will not be reclassified subsequently to profit or loss

        (2,332,333     —     

Components of other comprehensive income (loss) that will be reclassified subsequently to profit or loss, before taxes

       

Foreign currency translation gains

        2,952,588        8,617,612   

Gains (losses) from available-for-sale financial assets

        3,314        6,296   

Share of other comprehensive income from associates and joint ventures accounted for using the equity method

        151,687        13,239,7 66   

Losses from cash flow hedges

        (125,039,969     (99,441,280

Adjustments from reclassification of cash flow hedges, transferred to profit or loss

        9,120,241        (8,428,439

Other comprehensive income (loss) that will be reclassified subsequently to profit or loss

        (112,812,139     (86,006,045

Components of other comprehensive income (loss), before taxes

        (115,144,472     (86,006,045

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

       

Income tax related to defined benefit plans

        629,730        1,100,658   

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

        629,730        1,100,658   

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

       

Income tax related to cash flow hedge

        30,136,391        24,111,073   

Income tax related to available-for-sale financial assets

        (895     (2,663
     

 

 

   

 

 

 

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

        30,135,496        24,108,410   
     

 

 

   

 

 

 

Total Other Comprehensive Income (Loss)

        (84,379,246     (60,796,977
     

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        112,888,865        58,984,786   
     

 

 

   

 

 

 

Comprehensive income attributable to:

       

Enersis Chile

        99,000,493        59,396,843   

Non-controlling interests

        13,888,372        (412,057
     

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        112,888,865        58,984,786   
     

 

 

   

 

 

 

 

F-5


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ENERSIS CHILE

Interim Combined Statements of Changes in Equity

For the nine months ended September 30, 2015 and 2014

(In thousands of Chilean pesos)

 

 

Statements of Changes in
Equity

  Allocated
Capital
    Changes in Other Reserves     Retained
Earnings
    Equity
Attributable
to
Enersis Chile
    Non-controlling
Interests
    Total Equity  
    Reserve for
Exchange
Differences
in Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Other
Reserves
         

Equity at beginning of period 1/1/2015

    2,229,108,975        11,443,966        (66,850,863     —          14,046        (873,486,367     (928,879,218     1,171,971,677        2,472,201,434        611,864,357        3,084,065,791   

Changes in equity

                     

Comprehensive income

                     

Profit (loss)

                  149,907,188        149,907,188        47,360,923        197,268,111   

Other comprehensive income

      2,279,919        (51,708,486     (1,571,523     2,414        90,981        (50,906,695       (50,906,695     (33,472,551     (84,379,246

Comprehensive income

                    99,000,493        13,888,372        112,888,865   

Dividends

                  (41,075,392     (41,075,392     (17,681,737     (58,757,129

Increase (decrease) from other changes

    —          —          —          1,571,523        —          (1,302,342     269,181        (2,439,407     (2,170,226     (18,957,529     (21,127,755

Total changes in equity

    —          2,279,919        (51,708,486     —          2,414        (1,211,361     (50,637,514     106,392,389        55,754,875        (22,750,894     33,003,981   

Equity at end of period 9/30/2015

    2,229,108,975        13,723,885        (118,559,349     —          16,460        (874,697,728     (979,516,732     1,278,364,066        2,527,956,309        589,113,463        3,117,069,772   

 

F-6


Table of Contents
          Changes in Other Reserves                          

Statement of Changes in
Equity

  Allocated
Capital
    Reserve for
Exchange
Differences
in Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Other
Reserves
    Retained
Earnings
    Equity
Attributable
to
Enersis Chile
    Non-controlling
Interests
    Total Equity  

Equity at beginning of period 1/1/2014

    2,229,108,975        3,628,184        (6,258,379     —          11,811        (877,246,493     (879,864,877     1,080,532,977        2,438,837,368        626,946,621        3,065,783,989   

Changes in equity (Unaudited)

                     

Comprehensive income (Unaudited)

                     

Profit (loss) (Unaudited)

                  96,243,583        96,243,583        23,538,180        119,781,763   

Other comprehensive income (Unaudited)

      5,252,261        (50,905,635     861,672        3,751        7,941,211        (36,846,740       (36,846,740     (23,950,237     (60,796,977

Comprehensive income (Unaudited)

                    59,396,843        (412,057     58,984,786   

Dividends (Unaudited)

                  (45,905,332     (45,905,332     (20,838,639     (66,743,971

Increase (decrease) from other changes (Unaudited)

    —          —          —          (861,672     —          (38,067,193     (38,928,865     (11,257,992     (50,186,857     10,204,860        (39,981,997

Increase (decrease) from changes in stakes of combined entities including loss of control (Note 2.4.1) (Unaudited)

      —                917,513        917,513        —          917,513        577,393        1,494,906   

Total changes in equity (Unaudited)

    —          5,252,261        (50,905,635     —          3,751        (29,208,469     (74,858,092     39,080,259        (35,777,833     (10,468,443     (46,246,276

Equity at end of period 9/30/2014 (Unaudited)

    2,229,108,975        8,880,445        (57,164,014     —          15,562        (906,454,962     (954,722,969     1,119,613,236        2,403,059,535        616,478,178        3,019,537,713   

 

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ENERSIS CHILE

Interim Combined Statements of Cash Flows, Direct

For the nine months ended September 30, 2015 and 2014

(In thousands of Chilean pesos)

 

 

          January - September  

Statements of Direct Cash Flow

   Note    2015
(As restated)
ThCh$
    2014
(Unaudited)
ThCh$
 

Cash flow provided by (used in) operating activities

       

Types of collection from operating activities

       

Collections from the sale of goods and services

        2,258,841,320        1,733,644,468   

Other collections from operating activities

        2,265,599        7,448,681   

Types of payment in cash from operating activities

       

Payments to suppliers for goods and services

        (1,600,390,531     (1,473,341,315

Payments to and on behalf of employees

        (104,787,077     (89,489,009

Payments on premiums and services, annual payments, and other obligations from policies held

        (7,542,437     (6,672,429

Other payments for operating activities

        (94,171,212     (69,711,350

Cash flows from operating activities

       

Income taxes paid

        (107,913,797     (22,403,648

Other outflows of cash, net

        (12,009,073     (2,693,191
     

 

 

   

 

 

 

Net cash flows provided by operating activities

        334,292,792        76,782,207   
     

 

 

   

 

 

 

Cash flow provided by (used in) investing activities

       

Cash flows from the loss of control of combined entities or other businesses

   7.e      6,639,653        —     

Cash flows used to obtain control of combined entities or other businesses

   7.c      —          (37,654,762

Other payments to acquire equity or debt instruments belonging to other entities

        —          (15,894,195

Other payments to acquire stakes in joint ventures

        (2,295,000     (2,805,000

Proceeds from the sale of property, plant and equipment

        28,732        59,655   

Purchases of property, plant and equipment

        (252,813,573     (136,852,106

Proceeds from the sale of other long-term assets

        1,729,727        2,037,930   

Purchases of other long-term assets

        —          (2,059,014

Payments from future, forward, option and swap contracts

        (3,878,518     (383,231

Collections from future, forward, option and swap contracts

        156,295        2,708,854   

Dividends received

        8,687,772        10,503,945   

Interest received

        1,277,630        3,770,109   
     

 

 

   

 

 

 

Net cash flows used in investing activities

        (240,467,282     (176,567,815
     

 

 

   

 

 

 

Cash flows provided by (used in) financing activities

       

Total proceeds from loans

        —          221,932,163   

Proceeds from long-term loans

        —          221,932,163   

Loans from related companies

        495,451,692        488,921,142   

Payment on borrowings

        (137,503,915     (114,652,781

Payments on financial lease liabilities

        (1,164,709     —     

Payment of loans to related companies

        (314,882,233     (432,290,266

Dividends paid

        (132,737,594     (158,040,343

Interest paid

        (43,865,807     (41,716,609

Change in parent company investment

        (8,343,688     (9,763,348

Other outflows of cash, net

        (2,407,021     (8,457,175
     

 

 

   

 

 

 

Net cash flows provided by (used in) financing activities

        (145,453,275     (54,067,217
     

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

        (51,627,765     (153,852,825
     

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

       

Effect of exchange rate changes on cash and cash equivalents

        3,772,469        6,546,576   

Net increase (decrease) in cash and cash equivalents

        (47,855,296     (147,306,249

Cash and cash equivalents at beginning of period

   7      133,015,629        214,907,097   

Cash and cash equivalents at end of period

   7. d      85,160,333        67,600,848   

 

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Table of Contents

ENERSIS CHILE

NOTES TO THE INTERIM COMBINED FINANCIAL STATEMENTS

 

Contents

   Page  

1.

  BACKGROUND      F-12   
  1.1 THE COMBINED GROUP’S ACTIVITIES      F-13   

2.

  BASIS OF PRESENTATION OF THE COMBINED FINANCIAL STATEMENTS      F-13   
  2.1.    Basis of preparation      F-13   
  2.2.    New accounting pronouncements      F-16   
  2.3.    Responsibility for the information, judgment and estimates provided      F-18   
  2.4.    Combined entities      F-19   
     2.4.1 Changes in the scope of combination      F-20   
     2.4.2 Uncombined companies with an ownership interest of more than 50%      F-20   
  2.5.    Investment in associates and joint arrangements      F-20   
  2.6.    Business combinations      F-21   
  2.7.    Restatement of September 2015 Combined Statements of Cash Flows      F-23   

3.

  ACCOUNTING POLICIES APPLIED      F-23   
  a)    Property, plant, and equipment      F-23   
  b)    Investment property      F-25   
  c)    Goodwill      F-25   
  d)    Intangible assets other than goodwill      F-25   
     d.1) Research and development expenses      F-26   
     d.2) Other intangible assets      F-26   
  e)    Impairment of non-financial assets      F-26   
  f)    Leases      F-27   
  g)    Financial instruments      F-27   
     g.1) Financial assets other than derivatives      F-27   
     g.2) Cash and cash equivalents      F-28   
     g.3) Impairment of financial assets      F-28   
     g.4) Financial liabilities other than derivatives      F-29   
     g.5) Derivative financial instruments and hedge accounting      F-29   
     g.6) Derecognition of financial assets and liabilities      F-30   
     g.7) Offsetting financial assets and liabilities      F-30   
     g.8) Financial guarantee contracts      F-31   
  h)    Measurement of fair value      F-31   
  i)    Investments accounted for using the equity method      F-32   
  j)    Inventories      F-32   
  k)    Non-current assets held for sale and discontinued operations      F-32   
  l)    Provisions      F-33   
     l.1) Provision for post-employment benefits and similar obligations      F-33   
  m)    Translation of balances in foreign currency      F-33   
  n)    Current / non-current classification      F-34   
  o)    Income taxes      F-34   
  p)    Revenue and expense recognition      F-35   
  q)    Dividends      F-36   
  r)    Share issuance costs      F-36   
  s)    Interim financial statements      F-36   

4.

  SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS      F-36   
  4.1)    Regulated framework      F-36   
  4.2)    Tariff Revisions      F-39   

 

F-9


Table of Contents

Contents

   Page  

5.

  BUSINESS COMBINATION – ACQUISITION OF GASATACAMA      F-40   

6.

  CAPITAL INCREASE      F-42   

7.

  CASH AND CASH EQUIVALENTS      F-42   

8.

  OTHER FINANCIAL ASSETS      F-43   

9.

  TRADE AND OTHER RECEIVABLES      F-44   

10.

  BALANCES AND TRANSACTIONS WITH RELATED COMPANIES      F-45   
  10.1    Balances and transactions with related companies      F-46   
    

a)      Receivables from related companies

     F-46   
    

b)      Accounts payable to related companies

     F-47   
    

c)      Significant transactions and effects on income/expenses

     F-49   
  10.2    Board of Directors and Key management personnel      F-50   
  10.3    Compensation plan linked to share price      F-50   

11.

  INVENTORIES      F-50   

12.

  TAX RECEIVABLES AND PAYABLES      F-51   

13.

  NON-CURRENT ASSETS OR GROUPS OF ASSETS FOR DISPOSAL CLASSIFIED AS HELD FOR SALE      F-51   

14.

  INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD      F-53   

15.

  INTANGIBLE ASSETS OTHER THAN GOODWILL      F-55   

16.

  GOODWILL      F-57   

17.

  PROPERTY, PLANT AND EQUIPMENT      F-58   

18.

  INVESTMENT PROPERTY      F-63   

19.

  DEFERRED TAXES      F-64   

20.

  OTHER FINANCIAL LIABILITIES      F-66   

21.

  RISK MANAGEMENT POLICY      F-72   

22.

  FINANCIAL INSTRUMENTS      F-75   

23.

  TRADE AND OTHER CURRENT PAYABLES      F-80   

24.

  PROVISIONS      F-80   

25.

  EMPLOYMENT BENEFIT OBLIGATIONS      F-81   

26.

  EQUITY      F-83   

27.

  REVENUE AND OTHER INCOME      F-86   

28.

  RAW MATERIALS AND CONSUMABLES USED      F-87   

29.

  EMPLOYEE BENEFITS EXPENSE      F-87   

30.

  DEPRECIATION, AMORTIZATION, AND IMPAIRMENT LOSSES      F-87   

31.

  OTHER EXPENSES      F-88   

32.

  OTHER GAINS (LOSSES)      F-88   

33.

  FINANCIAL RESULTS      F-89   

 

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Table of Contents

Contents

   Page  

34.

  INCOME TAXES      F-90   

35.

  INFORMATION BY SEGMENT      F-91   

36.

  THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS.      F-95   

37.

  SANCTIONS      F-101   

38.

  ENVIRONMENT      F-104   

39.

  FINANCIAL INFORMATION ON ENTITIES IN THE COMBINED GROUP, SUMMARIZED      F-105   

40.

  SUBSEQUENT EVENTS      F-106   

APPENDIX 1

   ENERSIS CHILE COMBINED GROUP ENTITIES      F-107   

APPENDIX 2

   CHANGES IN SCOPE OF COMBINATION      F-108   

APPENDIX 3

   ASSOCIATED COMPANIES AND JOINT VENTURE ENTITIES      F-109   

APPENDIX 4

   ADDITIONAL INFORMATION ON FINANCIAL DEBT      F-110   

APPENDIX 5

   DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY      F-112   

APPENDIX 6

   ADDITIONAL INFORMATION TRADE AND OTHER RECEIVABLES      F-113   

APPENDIX 6.1

   SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES      F-116   

APPENDIX 6.2

   ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY      F-120   

APPENDIX 7

   DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS      F-121   

 

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ENERSIS CHILE

COMBINED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(In thousands of Chilean pesos)

 

 

1. BACKGROUND

On April 28, 2015, Enersis S.A. (“Enersis”) informed the Superintendence of Securities and Insurance (hereinafter “SVS”) through a significant event, that the Board of Directors of the company decided by unanimous vote to initiate an analysis of a corporate reorganization (“reorganization”) aimed at the separation of the activities of generation and distribution of electricity in Chile from activities outside of Chile. The objective of this would be to resolve certain duplications and redundancies that arise from Enersis’ complex corporate structure today and generate value for all its shareholders, maintaining its inclusion in the Enel S.p.A. group.

On July 27, 2015, pursuant to the provisions of Articles 9 and 10 of the Securities Market Law No. 18,045 and the provisions of General Norm No. 30 of the SVS, Enersis informed the SVS, by means of a significant event, that the Board of Directors of the company had decided unanimously that if the separation of power generation and distribution activities in Chile from the rest of the activities of the Enersis group outside of Chile were approved, the reorganization would be carried out through the following corporate transactions:

Steps to carry out the corporate reorganization:

a) Related to the preparation of the Combined Financial Statements

 

  Each of the direct and indirect subsidiaries of Enersis, Chilectra S.A. and Empresa Nacional de Electricidad S.A. (“Endesa S.A.”) would effect spin-offs, resulting in the formation of a new company from the spin-off by Chilectra S.A. (“Chilectra Américas”) and a new company from the spin-off by Endesa S.A. (“Endesa Américas”), which would be allocated equity interests and other assets that both Chilectra S.A. and Endesa S.A. hold outside of Chile, as well as certain other assets and liabilities related to them.

The continuing companies of Endesa S.A. and Chilectra S.A. are to be called Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra Chile S.A. (“Chilectra Chile”) after the spin-offs.

 

  At the same time, Enersis will be spun-off and, resulting from this spin-off, will form a new company (“Enersis Chile”), which will hold the equity interests and assets of Enersis in Chile allocated to it, including equity interests in Chilectra Chile and Endesa Chile (after the spin-off of these companies described above), and certain other assets and liabilities related to them. Remaining in continuing Enersis (to be called “Enersis Américas” after the spin-off) are the equity interests and corresponding liabilities of Enersis outside Chile, as well as those held by each of the new companies “Chilectra Américas” and “Endesa Américas”, created as a result of the spin-offs of Chilectra Américas and Endesa Américas mentioned above, and the liabilities related to them.

b) Related to the subsequent processes of the division phase.

 

    Once the previously mentioned spin-offs are completed, “Enersis Américas” would absorb by merger “Chilectra Américas” and “Endesa Américas”, and would dissolve them without liquidation, thus grouping all international shares of the Enersis group outside Chile in “Enersis Américas”. The merger involving “Endesa Américas” and “Chilectra Américas” would take place as soon as legally possible and in accordance with the applicable regulations.

The preparation of these combined financial statements of Enersis Chile (the “Combined Group”), do not include effects that could potentially arise as a result of the previously mentioned merger.

The resulting companies would be based in Chile and their shares would be listed in the same markets that Enersis group companies are currently listed. As stated earlier, none of the transactions described above require the contribution of additional financial resources.

 

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Table of Contents

On November 10, 2015, in the Enersis’ Extraordinary Board of Directors’ Meeting, the majority of the Board of Directors of the company agreed to summon an Extraordinary Shareholders’ Meeting (“ESM”), on December 18, 2015. The purpose of this meeting is for the shareholders to acknowledge and rule on, among others, the proposed corporate reorganization and all supporting information related to it.

1.1 THE COMBINED GROUP’S ACTIVITIES

Enersis Chile comprises the combination of Endesa Chile S.A. and Chilectra Chile S.A. and their combined entities and investments in associates and joint ventures (hereinafter “the Combined Group”).

Enersis Chile S.A. will be a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. The company will be registered in the securities register of the Superintendency of Securities and Insurance of Chile (Superintendencia de Valores y Seguros or SVS) under number 175. In addition, the company will be registered with the Securities and Exchange Commission of the United States of America (hereinafter U.S. SEC) and with Spain’s Comisión Nacional del Mercado de Valores.

Enersis Chile’s corporate purpose consists of generating, transporting, producing, and distributing electrical energy. The Combined Group’s corporate purpose also includes investing in financial assets, developing projects, carrying out activities in the energy industry and in other fields in which electrical energy is essential, and participating in public civil or hydroelectric infrastructure concessions in which it may participate directly or through subsidiaries or associate companies in Chile.

Enersis Chile S.A. will be a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A. (hereinafter Enel).

 

2. BASIS OF PRESENTATION OF THE COMBINED FINANCIAL STATEMENTS

2.1 Basis of preparation

The combined financial statements as of September 30, 2015 and December 31, 2014 of Enersis Chile have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They were approved by Enersis’ Board of Directors at its meeting held on January 29, 2016.

As of September 30, 2015, the Enersis Chile Combined Group does not represent a group for consolidated financial statement reporting purposes in accordance with IFRS 10 Consolidated Financial Statements.

These combined financial statements are the first financial statements of the Combined Group in accordance with paragraph 3 of IFRS 1 First-time Adoption of International Financial Reporting Standards (“IFRS 1”). The Combined Group prepared the combined financial statements using IFRS 1.D16 (a) (“parent’s accounting method”). The accompanying combined financial statements reflect the combined operations of the Combined Group as it would have been incorporated following the spin-off, assuming date would have been January 1, 2013. The combined financial statements may not be indicative of the Combined Group’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated, since January 1, 2013 as an independent Combined Group during the periods presented.

The Combined Group used the same accounting policies and valuation methods for the preparation of these combined financial statements, as those used by Enersis for the preparation of its Consolidated Financial Statements, unless such accounting policies and valuation methods are not in accordance with IFRS when presenting the Combined Group as a group of companies independent of Enersis. These accounting policies have been disclosed under this note and Note 3 Accounting policies. The entities and associates are included in these combined financial statements using their respective historical carrying values and amounts as included in Enersis’ Consolidated Financial Statements.

 

F-13


Table of Contents

Since IFRS does not provide any guidance for the preparation of combined financial statements, paragraph 12 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been used for the preparation of the combined financial statements. This paragraph requires that the latest pronouncements of other standard setters, other accounting literature and accepted industry practice should be considered. The combined financial statements of Enersis Chile have been derived from the aggregation of the net assets of the Chilean business of Enersis. All intra-group balances, revenues, expenses and unrealized gains and losses arising from transactions between companies belonging to Combined Group were eliminated when preparing the combined financial statements. In addition, the investments of Enersis in the Combined Group were eliminated against the equity of the respective combined entities. Transactions with Enersis group companies, which do not belong to the Combined Group, have been disclosed as transactions with related parties.

The Combined Financial Statements have been prepared and published in thousands of Chilean peso (ThCh$), as the Chilean peso is the functional currency of Enersis Chile. Chilean operations with functional currencies other than the Chilean peso are reported in accordance with the accounting policies stated in Note 3.k. Rounding differences may occur in respect of individual amounts or percentages.

Principles applied in preparing the Combined Financial Statements

The following summarizes the accounting and other principles applied in preparing the combined financial statements. Enersis Management considers that the allocations described below have been made on a reasonable basis, but are not necessarily indicative of the costs that would have been incurred if the Combined Group had been a stand-alone entity.

Net assets of the Parent (equity)

The Combined Group has not previously formed a separate legal group nor presented any stand-alone financial statements, and accordingly it is not conceivable to present share capital or an analysis of equity reserves. The net assets of the Combined Group are represented by capital invested in the Combined Group and are shown as “Equity” using the same captions as those used by Enersis. Issued capital, share premium and retained earnings of Enersis have been allocated to Enersis Chile based on net assets value ratio assigned to it. Other reserves (which are primarily composed of the equity effects of past reorganizations, business combinations under common control, residual effects of first-time adoption of IFRS and the equity effects of the current spin-off process) have been allocated considering the transaction and circumstances that led to creation of these reserves.

Cash and cash equivalents

Cash and cash equivalents of the foreign subsidiaries of Enersis are excluded from these Interim Combined Financial Statements.

In addition, the cash and cash equivalents balance of Enersis, on a stand-alone basis, was allocated using the following criteria:

(i) Cash and cash equivalents from the proceeds from the capital increase carried out in 2013 were excluded from these Interim Combined Financial Statements; and

(ii) Cash and cash equivalents remaining after excluding the 2013 capital increase proceeds, were allocated based on the exercise carried out by Enersis’ management, the ratios obtained for the division of the cash and cash equivalents, are as follows:

 

     Proportion of
Net Assets Market
Value
 

Entity

   Chile     Américas  

Enersis

     42     58

Endesa S.A. (Chile)

     66     34

Chilectra S.A.

     63     37

 

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Table of Contents

Intercompany balances and transactions with related parties

Intercompany balances with successors of Enersis were allocated by identifying the entity that provided/received the service as well as the nature of it. Intercompany balances with Enersis Chile were eliminated in full for the purpose of these combined financial statements. Intercompany balances with Enersis Americas are included in these combined financial statements and disclosed as accounts with related parties.

Debt instruments and related interest expenses, exchange differences and effects of hedge accounting strategies

Financial debt and related interest expenses and exchange rate differences of the Chilean subsidiaries of Enersis are included in these combined financial statements. Financial debt and related interest expenses and exchange rate differences of Enersis stand-alone have been 100% allocated to Enersis Americas and are not included in these combined financial statements.

In relation to derivative instruments designated as hedging instruments for the Chilean subsidiaries of Enersis have been included in these combined financial statements. Enersis’ management has adopted as a criterion to keep the strategies of hedge accounting. Therefore, all effects on the statement of financial position, income and other comprehensive income are assigned to the specific companies to which the hedged items were assigned. In the case of Enersis on a stand-alone basis, the main items covered by the hedging strategies are related to debt (hedging exposure to foreign currency debt and variability in interest rates). Therefore, the main derivative instruments associated with such hedging strategies have been assigned according to Enersis Américas, an entity that will assume 100% of the debt of Enersis stand-alone.

Personnel, salary expenses other employee benefits

For purposes of properly distributing the accounting effect of personnel from Enersis on a stand-alone basis between Enersis Chile and Enersis Américas, the Enersis’ Management defined as a criterion to identify those employees whose main activities are related 100% with the operations based in Chile under Enersis. This group of employees was assigned to Enersis Chile. On the other hand, Management also identified those employees whose main activities relate 100% to foreign operations. This group of employees was assigned to Enersis Américas.

All remaining personnel, who divide their main activities between the Chilean operations of Enersis and foreign operations, were assigned to Enersis Chile, meaning that as of the date of the spin-off, those employees identified the activities offered to foreign operations of Enersis and vice-versa. The existing contracts of the inter-company provision of services between foreign and local businesses ensure reimbursement of the incurred costs of these employees that have been allocated based on the time dedicated to activities offered to Enersis Chile companies from their total available time.

The table below sets forth the breakdown of employees to be allocated to Enersis Chile and Enersis Américas:

 

     Employee
Allocation
 

Entity

   Chile      Américas  

Enersis

     391         87   

Endesa S.A.

     925         7   

Chilectra S.A.

     668         2   
  

 

 

    

 

 

 

Total

     1,984         96   
  

 

 

    

 

 

 

Once the allocation of personnel was determined Enersis management applied the following criterion to the division of all the personnel related accounts in the statements of financial position and comprehensive income that were associated with the costs directly related to the personnel, such as wages and salaries, post-employment benefit obligations expense and social security and other benefits, travel expenses, etc. In this regard their allocation was performed based on the specific assignment of the related personnel to the Combined Group, as described above.

 

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Table of Contents

Dividends receivable and payable

The criterion defined by Enersis’ Management to allocate to both Enersis Chile as well as to Enersis Américas a portion of dividends receivable accounts from Enersis stand-alone as of the date of the corporate spin-off, has been based mainly on identifying the origin of each one of those dividends. If the dividends come directly from a Chilean subsidiary, these dividends have been allocated 100% to Enersis Chile.

Income tax

The tax effect (income statement and income tax provision) related to the Chilean subsidiaries of Enersis are included in these combined financial statements and was calculated using the statutory corporate tax rates according to the jurisdiction where the pre-tax income was originated.

In addition, for the tax effect in the income statement of Enersis on a stand-alone basis it has been allocated to these combined financial statements by determining a hypothetical taxable income as if Enersis Chile and Enersis Americas had operated as separate taxpayers. However, and from a tax point of view, there is currently only one taxpaying company, which is Enersis, and whose successor entity would be Enersis Americas, if the corporate reorganization is finally approved. Accordingly, income tax payable by Enersis has not been allocated to the combined financial statements.

In relation to deferred tax assets and liabilities, these have been assigned to Enersis Chile and Enersis Américas, taking into account the underlying assets and liabilities, whose respective temporary differences have originated such deferred taxes.

Other working capital accounts

Working capital items such as accounts receivable, accounts payable and inventories that are directly attributable to the Chilean operations of the Combined Group are included in the combined financial statements.

2.2 New accounting pronouncements

a) Accounting pronouncements effective from January 1, 2015:

 

Standards, Interpretations and Amendments

  

Mandatory Application for:

Amendment to IAS 19: Employee Benefits

 

The purpose of this amendment is to simplify the accounting for contributions from employees or third parties that are not determined on the basis of an employee’s years of service, such as employee contributions calculated according to a fixed percentage of salary.

 

  

 

 

Annual periods beginning on or after July 1, 2014.

Improvements to IFRS (2010-2012 and 2011-2013 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards: IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24, IAS 38 and IAS 40.

  

 

 

Annual periods beginning on or after July 1, 2014.

The new interpretation and amendments adopted, which became effective on January 1, 2015, had no effect on the interim combined financial statements.

 

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b) Accounting pronouncements effective from January 1, 2016 and subsequent periods:

As of the date of issue of these combined financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

  

Mandatory Application for:

Amendment to IFRS 11: Joint Arrangements

 

This amendment states that the accounting standards contained in IFRS 3 and other standards that are pertinent to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.

  

 

 

Annual periods beginning on or after January 1, 2016.

Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization

 

The amendment to IAS 16 explicitly forbids the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.

   Annual periods beginning on or after January 1, 2016.

Improvements to IFRS (2012-2014 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5, IFRS7, IAS19 and IAS 34.

  

 

 

Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets

 

The amendment corrects an inconsistency between IFRS 10 and IAS 28 relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.

  

 

 

Annual periods beginning on or after January 1, 2016.

Amendment to IAS 27: Equity Method in Separate Financial Statements

 

This improvement allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the improvement is to minimize the costs associated with complying with the IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.

  

 

 

 

Annual periods beginning on or after January 1, 2016.

Amendment to IAS 1: Disclosure Initiative

 

The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These amendments are designed to assist companies in applying professional judgment to determine the disclosures that should be included in their financial statements.

  

 

 

Annual periods beginning on or after January 1, 2016.

 

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Standards, Interpretations and Amendments

  

Mandatory application for:

Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities, Application of the Consolidation Exception

 

The amendments, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.

  

 

 

Annual periods beginning on or after January 1, 2016.

IFRS 9: Financial Instruments

 

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” This project was divided into 3 phases:

 

Phase 1 – Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 – Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 – Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

  

 

 

 

 

Annual periods beginning on or after January 1, 2018.

IFRS 15: Revenue from Contracts with Customers

 

This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).

   Annual periods beginning on or after January 1, 2018.

The Combined Group is currently assessing the impact of applying IFRS 9 and IFRS 15, however, it is not practicable to provide a reasonable estimate of the effects that these IFRSs will have until the Combined Group performs a detail review. In Enersis management’s opinion, the future application of the other standards and amendments is not expected to have a significant effect on the interim combined financial statements of the Combined Group.

2.3 Responsibility for the information, judgments and estimates provided

Management is responsible for the information contained in these interim combined financial statements and expressly states that all IFRS principles and standards, as issued by the IASB, have been fully implemented.

 

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In preparing the interim combined financial statements, certain judgments and estimates made by the Enersis management have been used to quantify some of the assets, liabilities, income, expenses and commitments recorded in the statements.

The most important areas were critical judgment is required are:

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.e).

 

    The hierarchy of information used to measure assets and liabilities at fair value (see Note 3.h)

The estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses among tangible and intangible assets and goodwill (see Note 3.e).

 

    The assumptions used to calculate the actuarial liabilities and obligations to employees, such as discount rates, mortality tables, salary raises, etc. (see Notes 3.m.1 and 25).

 

    The useful life of property, plant and equipment, and intangible assets (see Notes 3.a and 3.d).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g.5 and 22).

 

    Energy supplied to customers whose meter readings are pending.

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the interim combined financial statements and could affect the balances of assets, liabilities, income and expenses recorded in the statements (see appendix 6.2).

 

    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.m).

 

    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various combined entities of the Combined Group that will be reported to the respective tax authorities in the future, and that have served as the basis for recording different balances related to income taxes in these interim combined financial statements (see Note 3.o).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in an entity acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these combined financial statements, future events may occur that would require a change (increase or decrease) to these estimates in subsequent periods. This change would be made prospectively, recognizing the effects in the corresponding future combined financial statements.

2.4 Combined entities

Combined entities are defined as those entities controlled, either directly or indirectly, by the Combined Group. Control is achieved when Enersis has i) power over the combined entity; ii) is exposed, or has rights, to variable returns from its involvement with the combined entity; and iii) has the ability to use its power to affect its returns.

Enersis Chile has power over its combined entities when it holds the majority of the substantive voting rights or, when it has less than a majority of the voting rights, and those rights are sufficient to give it the practical ability to direct the relevant activities of the combined entity unilaterally.

The Combined Group reassesses whether or not it controls a combined entity if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

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Appendix 1 – Enersis Combined Entities to these combined financial statements describes the relationship of Enersis Chile with each of its combined entities.

2.4.1 Changes in the scope of combination

On January 9, 2015, our combined entity Empresa Nacional de Electricidad S.A. (Endesa Chile S.A.), sold all the shares owned in Sociedad Concesionaria Túnel El Melón S.A. for ThCh$25,000,000 (see Note 32).

The elimination of Sociedad Concesionaria Túnel El Melón S.A. from Enersis Combined Group’s scope of combination caused a decrease in the combined statement of financial position of ThCh$871,022 in current assets, ThCh$7,107,941 in non-current assets, ThCh$3,698,444 in current liabilities and ThCh$1,789,703 in non-current liabilities.

On December 30, 2014, Inmobiliaria Manso de Velasco Ltda, a combined entity of Enersis, completed the sale of all of its direct and indirect ownership interest in the companies Construcciones y Proyectos Los Maitenes S.A. and Aguas Santiago Poniente S.A. The selling price of these shares was ThCh$57,173,142, which was received in cash on the same date (see note 32).

The elimination of Maitenes S.A. and Aguas Santiago Poniente S.A. from the Enersis Combined Group’s scope of combination caused a decrease in the combined statement of financial position of ThCh$54,845,853 in current assets, ThCh$12,822,077 in non-current assets, and ThCh$1,393,348 in current liabilities; there was no effect on non-current liabilities.

During the first half of 2014, the company Inversiones GasAtacama Holding Limitada was incorporated to the Enersis Combined Group’s scope of combination as a result of Endesa Chile S.A.’s acquisition of a 50% interest in that company on April 22, 2014 (see Note 5).

By virtue of this operation, the following companies became combined entities of the Combined Group: Inversiones GasAtacama Holding Limitada, GasAtacama S.A., GasAtacama Chile S.A., Gasoducto TalTal S.A., Progas S.A., Gasoducto Atacama Argentina S.A., Atacama Finance Co., GNL Norte S.A. and Energex Co.

The incorporation of GasAtacama Holding Limitada to the Enersis Combined Group’s scope of combination resulted in an increase in the in the interim combinated statement of financial position of ThCh$198,924,289 in current assets, ThCh$221,471,415 in non-current assets, ThCh$69,989,919 in current liabilities, and ThCh$35,672,488 in non-current liabilities.

2.4.2 Uncombined companies with an ownership interest of more than 50%

Although the Combined Group holds more than a 50% ownership interest in Centrales Hidroeléctricas de Aysén S.A. (Aysén), it is considered a “joint venture” since the Combined Group, through contracts or agreements with shareholders, exercises joint control of the company.

2.5 Investment in associates and joint arrangements

Associates are those in which the Combined Group, either directly or indirectly, exercises significant influence.

Significant influence is the power to participate in the financial and operational policy decisions of the associate but does not control or have joint control over those policies. In general, significant influence is presumed to be those cases in which the Combined Group has an ownership interest of more than 20% (see Note 3.i).

 

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Joint arrangements are defined as those entities in which the Combined Group exercises control under an agreement with other shareholders and jointly with them, in other words, when decisions on the entities’ relevant activities require the unanimous consent of the parties sharing control. Joint arrangements are classified as:

 

    Joint ventures: an agreement whereby the parties exercising joint control have rights to the entity’s net assets.

 

    Joint operation: an agreement whereby the parties exercising joint control have rights to the assets and obligations with respect to the liabilities relating to the arrangement. Currently, Enersis Chile does not have any joint arrangements that qualify as joint operations.

Appendix 3 – “Associated Companies and Joint Ventures” to these combined financial statements describes the relationship of Enersis Chile with each of these companies.

2.6 Business combinations

The combined entities are combined and all their assets, liabilities, revenues, expenses, and cash flows are included in the combined financial statements once the adjustments and eliminations from intercompany transactions have been made.

The comprehensive income of combined entities is included in the combined statement of comprehensive income from the date when Enersis Chile obtains control of the combined entity and until the date on which it loses control of the combined entity.

The operations of Enersis Chile and its combined entities have been combined under the following principles:

 

  1. At the date Enersis Chile obtains control, the combined entity’s assets acquired and its liabilities assumed are recorded at fair value, except for certain assets and liabilities that are recorded using valuation principles established in other IFRS standards. If the fair value of the consideration transferred plus the fair value of any non-controlling interest exceeds the fair value of the net assets acquired, this difference is recorded as goodwill. In the case of a bargain purchase, the resulting gain is recognized in profit or loss for the period after reassessing whether all of the assets acquired and the liabilities assumed have been properly identified and following a review of the procedures used to measure the fair value of these amounts.

For each business combination, the Combined Group chooses whether to measure the non-controlling interests in an acquired company at fair value or at the proportional share of the net identifiable assets acquired.

If the fair value of assets acquired and liabilities assumed at the acquisition date it has not been completed, the Combined Group reports the provisional values recorded. During the measurement period, which shall not exceed one year from the acquisition date, the provisional values recognized will be adjusted retrospectively and additional assets or liabilities will be recognized to reflect new information obtained on events and circumstances that existed on the acquisition date, but which were unknown to management at that time.

For business combinations achieved in stages, the fair value of the equity interest previously held in the acquired company is measured on the date of acquisition and any profit or loss is recognized in the results for that fiscal year.

 

  2. Non-controlling interests in equity and in the comprehensive income of the combined entities are presented, respectively, under the line items “Total Equity: Non-controlling interests” in the combined statement of financial position and “Net Income attributable to non-controlling interests” and “Comprehensive income attributable to non-controlling interests” in the combined statement of comprehensive income.

 

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  3. The financial statements of combined entities with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities, the prevailing exchange rate on the closing date of the financial statements is used.

 

  b. For items in the comprehensive income statement, the average exchange rate for the period is used (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates in effect on the dates of the transactions, in which case the exchange rate in effect on the date of each transaction is used).

 

  c. Equity remains at the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

 

  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation gains (losses)” in other comprehensive income (see Note 26.2).

 

  4. Balances and transactions between combined entities were fully eliminated in the combination process.

 

  5. Changes in interests in combined entities that do not result in taking or losing control are recorded as equity transactions, and the book value of the controlling and non-controlling interests is adjusted to reflect the change in relative interest in the combined entity. Any difference that may exist, between the value for which a non-controlling interest is adjusted and the fair value of a compensation paid or received, is recognized directly in Equity attributable to Enersis Chile.

 

  6. Business combinations under common control are recorded using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain reflected at the same book value at which they were recorded in the ultimate controlling company, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved.

Any difference between the assets and liabilities contributed to the combination and the compensation given is recorded directly in Net equity as a debit or credit to other reserves. The Combined Group does not apply retrospective accounting records of business combinations under common control.

 

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2.7 Restatement of September 30, 2015 Interim Combined Statements of Cash Flows

Subsequent to the issuance of the Combined Group’s interim combined financial statements as of and for the nine months ended September 30, 2015, the Combined Group determined that certain cash outflows on the combined statement of cash flows previously classified as investing activities were associated with financing activities of the Combined Group.

The following table reflects the correction in the previously issued interim combined statement of cash flows for the nine months ended September 30, 2015:

 

     September 30, 2015
(As previously reported)
ThCh$
     Adjustment
ThCh$
     September 30, 2015
(As restated)
ThCh$
 

Net cash flows provided by operating activities

     334,292,792         —           334,292,792   

Net cash used in investing activities

     (468,430,077 )       227,962,795         (240,467,282 ) 

Net cash provided by financing activities

     82,509,520         (227,962,795 )       (145,453,275 ) 

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

     (51,627,765 )       —           (51,627,765 ) 

Effect of foreign exchange on cash and cash equivalents

     3,772,469         —           3,772,469   
  

 

 

    

 

 

    

 

 

 

Net decrease in cash and cash equivalents

     (47,855,296 )       —           (47,855,296 ) 

Cash and cash equivalents, beginning of the year

     133,015,629         —           133,015,629   
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents, end of the year

     85,160,333         —           85,160,333   
  

 

 

    

 

 

    

 

 

 

 

3. ACCOUNTING POLICIES APPLIED

The main accounting policies used in preparing the accompanying combined financial statements are the following:

a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts:

 

    Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time before being ready for use such as, for example, electricity generation or distribution facilities. The Combined Group defines “substantial period” as one that exceeds twelve months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment. The weighted average financing rate was 5.10% as of September 30, 2015 and 8.8% as of September 30, 2014. The amount capitalized for this concept amounted to ThCh$1,354,490 and ThCh$1,022,024 during the periods ended September 30, 2015 and 2014, respectively (see Note 33).

 

    Employee expenses directly related to construction in progress. The amounts capitalized under this concept for the periods ended September 30, 2015 and 2014 were ThCh$16,076,024 and ThCh$15,904,921, respectively.

 

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    Future disbursements that the Combined Group will have to incur to close its facilities are added to the cost of the asset, recognizing the corresponding provision for dismantling or restoration. The Combined Group reviews its estimates on an annual basis, increasing or decreasing the value of the asset and the liability based on the results of this estimate (see Note 24).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recorded as an increase in cost for the respective assets, derecognizing the replaced or overhauled components.

Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the year in which they are incurred.

The Combined Group, based on the outcome of impairment testing performed as explained in Note 3.e), considers that the carrying amount of assets does not exceed their recoverable amount.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period during which the Combined Group expects to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

The following table sets forth the main categories of property, plant and equipment with their respective estimated useful lives:

 

Categories of Property, plant and equipment

   Years of estimated
useful lives

Buildings

   22 - 100

Plant and equipment

   3 - 85

IT equipment

   3 - 15

Fixtures and fittings

   5 - 21

Motor vehicles

   5 - 10

Other

   2 - 33

Additionally, the following table sets forth more details on the useful lives of plant and equipment items:

 

     Years of estimated
useful lives

Generating facilities:

  

Hydroelectric plants

  

Civil engineering works

   35-65

Electromechanical equipment

   10-85

Fuel oil/coal-fired power plants

   25-40

Combined cycle plants

   10-35

Renewable energy power plants

   35

Transmission and distribution facilities:

  

High-voltage network

   10-80

Low- and medium-voltage network

   7-62

Measuring and remote control equipment

   3-76

Other facilities

   4-25

Natural gas transport facilities

  

Pipelines

   35

 

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Land is not depreciated since it has an indefinite useful life.

Gains or losses that arise from the sale or disposal of items of Property, plant and equipment are recognized as “Other gains (losses)” in the comprehensive income statement and are calculated by deducting the net book value of the asset and any sales expenses from the amount received in the sale.

b) Investment property

Investment property includes land and buildings held for the purpose of earning rentals and/or for capital appreciation.

Investment property is measured at acquisition cost less any accumulated depreciation and impairment losses that have been incurred. Investment property, excluding land, is depreciated on a straight-line basis over the useful lives of the related assets.

An investment property is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.

Gains or losses on derecognition of the investment property is calculated as the difference between the net disposal proceeds and the carrying amount of the asset.

The breakdown of the fair value of investment property is detailed in Note 18.

c) Goodwill

Goodwill arising from business combinations represents the excess of the consideration paid plus the amount of any non-controlling interests over the Combined Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed, as well as the determination of goodwill, after the end of the reporting period in which the combination occurs, the amounts previously reported presented are adjusted, for comparative purposes to include the value of the assets acquired and liabilities assumed and the value of the final goodwill as of acquisition date.

Goodwill arising from acquisition of entities with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the closing exchange rate.

Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators that an impairment might have occurred, the Combined Group estimates whether any impairment loss has reduced its recoverable amount to an amount less than the carrying amount and, if so, it impairment loss is immediately recognized in profit or loss (see Note 3.e).

d) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of their accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of September 30, 2015 and December 31, 2014, there are no significant intangible assets with an indefinite useful life.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and de carrying amount of the asset are recognized in profit or loss when the asset is derecognized.

The criteria for recognizing these assets’ impairment losses and, if applicable, recovery of impairment losses recorded in previous fiscal years are explained in Note 3.e below.

 

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d.1) Research and development expenses

The Combined Group recognizes the costs incurred in a project’s development phase as intangible assets in the statement of financial position as long as the project’s technical feasibility and future economic benefits have been demonstrated.

d.2) Other intangible assets

Other intangible assets correspond to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

Computer software is amortized (on average) over five years. Certain easements and water rights have indefinite useful lives and, therefore, are not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

e) Impairment of non-financial assets

During the year, and principally at the end of each reporting period, the Combined Group evaluates whether there is any indication that an asset has been impaired. If any such indication exist, the Combined Group estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Combined Group estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with an indefinite useful lives have been allocated, a recoverability analysis is performed routinely at each period end.

Recoverable amount is the higher of fair value less costs of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Combined Group uses value in use criteria in practically all cases.

To estimate value in use, the Combined Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of a CGUs’ revenue and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Combined Group operates. As of September 30, 2105 and December 31, 2014, projections were extrapolated from the following rates:

 

Growth Rates (g)

 

9-30-2015

   12-31-2014  

4.1% - 5.1%

     2.2% - 5.0%   

Future cash flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

The following are the pre-tax discount rates applied in 2015 and 2014 expressed in nominal terms:

 

September 2015

    December 2014  

Minimum

   Maximum     Minimum     Maximum  

8.7%

     13.1     7.9     13.0

 

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If the recoverable amount of the CGU is estimated to be less than its carrying amount, an impairment loss is recognized in the combined statement of comprehensive income. The impairment is first allocated to reduce the carrying amount of any goodwill allocated to the CGU, and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. The carrying amount of an asset is not reduced below the highest of fair value less costs of disposal, its value in use; or zero.

Impairment losses recognized for an asset in prior periods are reversed when there are indications that the impairment loss no longer exists or may have decreased, thus increasing the asset’s carrying amount with a credit to earnings. The increase in the asset’s carrying amount shall not exceed that carrying amount that would have been determined had no impairment loss been recognized for the asset. Goodwill impairment losses are not reversed in subsequent periods.

f) Leases

In order to determine whether an arrangement is, or contains, a lease, the Combined Group assesses the economic substance of the agreement, in order to determine whether fulfillment of the arrangement depends on the use of a specific asset and whether the agreement conveys the right to use an asset. If both conditions are met, at the inception of the arrangement the Combined Group separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to other components of the agreement.

Leases that substantially transfer all the risks and rewards of ownership to the Combined Group are classified as finance leases. All others leases are classified as operating leases.

Finance leases in which the Combined Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Combined Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized immediately in the income statement and allocated over the lease term, so as to achieve a constant interest rate on the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased assets are depreciated over the shorter of the useful lives of the assets and their lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

g) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

Purchases and sales of financial assets are accounted for using their trade date.

g.1) Financial assets other than derivatives

The Combined Group classifies its financial assets other than derivatives, whether permanent or temporary, except for investments accounted for using equity method (See Note 14) and those held for sale, into four categories:

 

    Loans and account receivables: Trade and other receivables and accounts receivable from related companies are recognized at amortized cost, which is the initial fair value less principal repayments made, plus accrued and uncollected interest, calculated using the effective interest method.

 

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The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and of allocating finance income or cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows to be received or paid over the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments that the Combined Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

    Financial assets at fair value with changes in net income: This category includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the combined statement of financial position at fair value, with changes in value recorded directly in income when they occur.

 

    Available-for-sale financial assets: These are financial assets specifically designated as available-for-sale or are not classify within any of the three preceding categories.

These investments are recognized in the combined statement of financial position at fair value when it can be reliably determined. For investments in equity instruments in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably measured. When this occurs, those investments in equity instruments are measured at cost less impairment losses, if any.

Changes in fair value, net of taxes, are recognized in other comprehensive income, until the investments are disposed of, at which time the amount accumulated in other comprehensive income is reclassified to profit or loss.

If the fair value is lower than cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

g.2) Cash and cash equivalents

This item within the interim combined statement of financial position includes cash and bank balances, time deposits, and other highly liquid investments (with original maturity of less than or equal to 90 days) that are readily convertible to cash and are subject to insignificant risk of changes in value.

g.3) Impairment of financial assets

The following criteria are used to determine if a financial assets has been impaired:

 

    For trade receivables in the electricity generation, transmission and distribution segments, the Combined Group’s policy is to recognized impairment losses when there is objective evidence that the balance will not be recoverable. In general terms, the Combined Group’s entities has a defined policy to recognize an allowance for impairment losses based on the aging of past-due balances, except in those cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (see Note 9).

 

    In the case of receivables of a financial nature, that are included in the “Loan and receivables” and “Investment held-to-maturity”, impairment is determined on case-by-case basis and is measured as the difference between the carrying amount and the present value of the future estimated cash flows discounted at the original effective interest rate (see Notes 8 and 22).

 

    For financial investments available-for-sale, the criteria for impairment applied are described in Note 3.g.1

 

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g.4) Financial liabilities other than derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost using the effective interest rate method (see Note 3.g.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability is measured at its fair value for the portion of the hedged risk.

In order to calculate the fair value of debt, both when it is recorded in the statement of financial position and for fair value disclosure purposes as shown in Note 22, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that debt issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

g.5) Derivative financial instruments and hedge accounting

Derivatives held by the Combined Group are transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recorded at fair value at the end of each reporting period as follows: if their fair value is positive, they are recorded within “Other financial assets”; and if their fair value is negative, they are recorded within “Other financial liabilities.” For derivatives on commodities, the positive fair value is recorded in “Trade and other receivables,” and negative fair values are recorded in “Trade and other liabilities.”

Changes in fair value are recorded directly in profit or loss, except when the derivative has been designated for hedge accounting purposes as a hedge instrument (in a cash flow hedge) and all of the conditions for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recorded as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged (hedged risk) and the hedge instrument are measured at fair value, and any changes in value of both items are recognized in the combined statement of comprehensive income by offsetting the effects in the same comprehensive income statement account.

 

    Cash flow hedges: Changes in fair value of the effective portion of the hedged item and hedge instrument are recorded in other comprehensive income an accumulated in an equity reserve known as “Reserve for cash flow hedges.” The cumulative gain or loss in in this reserve is reclassified to the combined statement of comprehensive income to the extent that the hedged item impacts the combined statement of comprehensive income offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedging relationship are recorded directly in the combined statement of comprehensive income.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

As a general rule, long-term commodity purchase or sale agreements are recorded in the combined statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Combined Group’s own use, which is understood as: (i) in the case of fuel purchase agreements its used to generate electricity; (ii) in the case of electrical energy purchased for sale, its sale to the end-customers; and, (i) in the case of electricity sales its sale to the end-customers.

 

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    The Combined Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Combined Group’s own use, except in certain isolated cases when for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Combined Group.

 

    The agreement does not stipulate settlement by differences and the parties have not made it a practice to settle similar contracts with differences in the past.

The long-term commodity purchase or sale agreements maintained by the Combined Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, electricity purchase contracts are used to sell to end-customers, and electricity sale contracts are used to sell the Combined Group’s own products.

The Combined Group also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract, provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recorded separately and changes in value are accounted for directly in the comprehensive income statement.

The fair value of financial derivatives is determined using the following procedures:

 

    For derivatives quoted in an organized market, its quoted price at the end of each reporting period.

 

    For derivatives non-quoted in an organized market, the Combined Group measures derivatives not traded on active markets by using the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of year-end. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Combined Group itself.

g.6) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Combined Group has assumed a contractual obligation to pay these cash flows to one or more recipients.

 

    The Combined Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the financial asset.

Transactions in which the Combined Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.g.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

g.7) Offsetting financial assets and liabilities

The Combined Group offsets financial assets and liabilities and the net amount is presented in the statement of financial position when, and only when:

 

    There is a legally enforceable right to set off the recognized amounts; and

 

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    There is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

g.8) Financial guarantee contracts

Financial guarantee contracts, such as guarantees given by the Combined Group to third parties, are initially recognized at fair value, adjusting the transaction costs that are directly attributable to the issuance of the guarantee.

Subsequently to initial recognition, financial guarantee contracts are measured at the higher of:

 

    the amount determined under accounting policy describe in Note 3.m; and

 

    the amount initially recognized less, if appropriate, any accumulated amortization.

h) Measurement of fair value

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value, the Combined Group uses valuation techniques that are appropriate for the circumstances and for which there are sufficient data to conduct the measurement. The Combined Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:

 

Level 1:    Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2:    Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial asset or financial liability take into consideration estimated future cash flows discounted at zero coupon interest rate curves for each currency. All the valuations described are carried out using external tools, such as “Bloomberg”.
Level 3:    Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The Combined Group takes into account the characteristics of the asset or liability when measuring fair value, in particular:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfill the obligation, which includes, but is not limited to, the Combined Group’s own credit risk;

 

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    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

i) Investments accounted for using the equity method

The Combined Group’s interests in joint ventures and associates are recognized using the equity method.

Under the equity method, an investment in an associate or joint venture is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Combined Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with Combined Group’s entities, plus any goodwill generated in acquiring the entity. If the resulting amount is negative, zero is recorded for that investment in the statement of financial position, unless the Combined Group has a present obligation (either legal or constructive) to support the investee’s negative equity situation, in which case a provision is recognized.

Goodwill from associates or joint ventures is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when impairment indicators exist.

Dividends received from these investments are deducted from the carrying amount of the investment, and any profit or loss obtained from them to which the Combined Group is entitled based on its ownership interest is recognized under “Share of profit (loss) of associates accounted for using equity method.”

Appendix No. 3, “Enersis Chile Combined Group Associated Companies and Joint Ventures,” to these combined interim financial statements, provides information about the relationship of Enersis with each of these entities.

j) Inventories

Inventories are measured at their weighted average acquisition cost or the net realizable value, whichever is lower.

k) Non-current assets held for sale and discontinued operations

The Combined Group classifies property, plant and equipment; intangible assets; investments accounted for using the equity method, joint ventures, and disposal groups (a group of assets to be disposed of and the liabilities directly associated with those assets) as non-current assets held for sale, if, as of the date of the combined financial statements, the Combined Group has taken active measures for their sale and estimates that such sale is highly probable.

Non-current assets held-for-sale or disposal groups are measured at the lower of their carrying amount and fair value less costs of disposal. Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale.

Assets that are no longer classified as held for sale, or are no longer part of a disposal group, are measured at the lower of their carrying amounts before being classified as held for sale less any depreciations, amortizations or revaluations that would have been recognized if they had not been classified as held for sale and their recoverable amount at the date of subsequent decision where would be reclassified as non-current assets.

Non-current assets and the components of the disposal groups classified as held for sale are presented in the combined statement of financial position as a single line item within assets called “Non-current assets or disposal groups classified as held for sale,” and the respective liabilities are presented as a single line item within liabilities called “Liabilities included in disposal groups classified as held for sale.”

 

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The Combined Group classifies as discontinued operations those separate major lines of business that have been sold or disposed of, or are classified as held for sale, including other assets that are part of the same coordinated sales or disposal plan. Similarly, entities that have been acquired exclusively with a view to resale are also considered discontinued operations.

The components of profit or loss after taxes from discontinued operations are presented as a single line item in the combined comprehensive income statement as “Net income from discontinued operations”.

l) Provisions

Provisions are recognized when the Combined Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Combined Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Provisions are measured using the best information available as of the date of issuance of the combined financial statements considering the consequences of the event causing the provision and are re-estimated at the end of each subsequent reporting period.

l.1) Provisions for post-employment benefits and similar obligations

Some of the combined entities have pension and similar obligations with their employees. These obligations, which can be defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if any.

For each of the defined benefit plans, any deficit between the actuarial liability and the plan assets (if any) is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the combined statement of financial position.

Actuarial gains and losses arising in measurement of both the plan liabilities and the plan assets (if any, and excluding interest) are recognized directly in other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense in the combined statement of comprehensive income when the employees have rendered their services.

m) Translation of foreign currency balances

Transactions carried out by each entity in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of the transactions. During the year, any differences that arise between the prevailing exchange rate at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange differences” in the combined statement of comprehensive income.

Likewise, at the end of each reporting period, receivable or payable balances denominated in a currency other than each entity’s functional currency are translated using the closing exchange rate. Any differences are recorded as “Foreign currency exchange differences” in the combined statement of comprehensive income.

 

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The Combined Group has established a policy to hedge the portion of revenue from its combined entities that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, which is regarded as the hedging instrument in cash flow hedge transactions, are recognized, net of taxes, in other comprehensive income and are accumulated in an equity reserve and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at five years.

n) Current/non-current classification

In these combined statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations. Those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Combined Group have any obligations that mature in less than twelve months but can be refinanced over the long term at the Combined Group’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

o) Income taxes

Income tax expense for the period is determined as the sum of current taxes from the Combined Group’s different combined entities and results from applying the tax rate to the taxable income for the period, after permitted deductions have been made, plus any changes in deferred tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities generate deferred tax assets and liabilities, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of the tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination, and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

With respect to deductible temporary differences associated with investments in combined entities, associates and joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from investments in combined entities, associates and joint ventures in which the Combined Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred tax assets or liabilities are recorded in profit or loss or in equity, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current tax liabilities are credited to earnings within the line item “Income tax expenses”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recorded as government grants.

 

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At the end of each reporting period, the Combined Group reviews the deferred taxes assets and liabilities recognized, and makes, if any, necessary corrections based on the results of this analysis.

Deferred tax assets and deferred tax liabilities are offset in the combined statement of financial position if has a legally enforceable right to set off current tax assets against current tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

p) Revenue and expense recognition

Revenue is recognized when the gross inflow of economic benefits arising in the course of the Combined Group’s ordinary activities in the period occurs, provided that this inflow of economic benefits results in an increase in total equity other than increases relating to contributions from equity participants and such benefits can be measured reliably.

Revenues and expenses are recognized on an accrual basis and depending on the type of transaction; the following criteria for recognition are taken:

 

    Generation of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts, at prices stipulated in the electricity market by applicable regulations or at marginal cost determined on the spot market, as the case. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

 

    Distribution of electricity: Revenue is recognized based on the amount of energy supplied to customers during the period, at prices established in the respective contracts or at prices stipulated in the electricity market by applicable regulations, as appropriate. This revenue includes an estimate of the energy supplied not yet read the meters customer (see Note 2.3).

Revenue is recognized based on the economic substance of the transaction and are recognized when all and each of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

    the amount of revenue can be measured reliably;

 

    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

In arrangements under which the Combined Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole.

Revenue from rendering of services is only recognized when it can be estimated reliably, by reference to the stage of completion of the service rendered at the date of the statement of financial position. When the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable.

The Combined Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

 

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When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Combined Group recognizes the net amount of non-financial asset purchases or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Financial income (expense) is recognized using the effective interest rate applicable to the outstanding principal over the repayment period.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when they do not meet the requirements for recording them as assets.

q) Dividends

Article 79 of the Chilean Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of net income for each year, except when accumulated losses from prior years must be absorbed.

As it is practically impossible to achieve a unanimous agreement not to approve the mandatory dividend, given Enersis’ highly fragmented share capital. At the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the fiscal year, and then accounted for in “Trade and other current payables” and “Accounts payable to related companies,” as appropriate, and recognized in Equity.

Interim and final dividends are deducted from Equity when approved by the competent body, which in the first case is normally the Board of Directors and in the second case is the shareholders as agreed at an Ordinary Shareholders’ Meeting.

r) Capital issuance costs

Capital issuance costs, only when represents incremental expenses directly attributable to the transaction, are recognized directly in equity as a deduction from “Allocated capital”, net of any applicable taxes. If the allocated capital account has a zero balance or if the costs described exceed the balance, they are recognized in “Other reserves.”

s) Interim financial statements

The accompanying interim financial statements of the Combined Group as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting.

 

4. SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS

4.1 Regulatory framework:

The electricity sector is regulated by the General Law of Electrical Services (Chilean Electricity Law), also known as DFL No. 1 of 1982, of the Ministry of Mining, whose compiled and coordinated text was established in DFL No. 4 issued in 2006 by the Ministry of Economy (the Electricity Law), as well as by an associated Regulation (D.S. No. 327 issued in 1998). Three government bodies are primarily responsible for enforcing this law: the National Energy Commission (CNE), which has the authority to propose regulated tariffs (node prices) and to draw up indicative plans for the construction of new generating units; the

 

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Superintendency of Electricity and Fuels (SEF), which supervises and oversees compliance with the laws, regulations, and technical standards that govern the generation, transmission, and distribution of electricity, as well as liquid fuels, and gas; and the Ministry of Energy, which is responsible for proposing and guiding public policies on energy matters. It also oversees the SEF, the CNE, and the Chilean Commission for Nuclear Energy (ChCNE), thus strengthening coordination and allowing for an integrated view of the energy sector. The Ministry of Energy also includes the Agency for Energy Efficiency and the Center for Renewable Energy, (Centro de Energías Renovables – CER), which in November 2014 was replaced by the National Center for Innovation and Development of Sustainable Energy (Centro Nacional para la Innovación y Fomento de las Energías Sustentables – CIFES). The Chilean Electricity Law has also established a Panel of Experts whose main task is to resolve potential discrepancies among the players in the electricity market, including electricity companies, system operators, regulators, etc.

From a physical viewpoint, the Chilean electrical sector is divided into four electrical grids: the Sistema Interconectado Central (SIC), the Sistema Interconectado del Norte Grande (SING), and two separate medium-size grids located in southern Chile, one in Aysén and the other in Magallanes. The SIC, the main electrical grid, runs 2,400 km longitudinally and connects the country from Taltal in the north to Quellon, on the island of Chiloe in the south. The SING covers the northern part of the country, from Arica down to Coloso, covering a length of some 700 km. A law was passed on January 8, 2014, which will allow the SIC to be connected to the SING.

The electricity industry is organized into three business segments: generation, transmission, and distribution, all operating in an interconnected and coordinated manner, and whose main purpose is to supply electrical energy to the market at minimum cost while maintaining the quality and safety service standards required by the electrical regulations. As essential services, the power transmission and distribution businesses are natural monopolies; these segments are regulated as such by the electricity law, which requires free access to networks and regulates rates.

Under the Chilean Electricity Law, companies engaged in generation and transmission on an interconnected electrical grid must coordinate their operations through a centralizing operating agent, the Centro de Despacho Económico de Carga (CDEC), in order to operate the system at minimum cost while maintaining a reliable service. For this reason, the CDEC plans and operates the system, including the calculation of the so-called “marginal cost,” which is the price assigned to energy transfers among power generating companies.

Therefore, a company’s decision to generate electricity is subject to the CDEC’s operation plan. On the other hand, each company is free to decide whether to sell its energy to regulated or unregulated customers. Any surplus or deficit between a company’s sales to its customers and its energy supply is sold to, or purchased from, other generators at the spot market price.

A power generating company may have the following types of customers:

(i) Distribution companies that supply power to regulated customers: This distribution is to residential and commercial consumers and small and medium-size businesses with a connected capacity equal to or less than 500 kW located in the concession area of a distribution company. Until January 2015, customers consuming between 500kW and 2,000 kW may choose to be regulated or unregulated customers. On January 29, 2015, it was published in the Official Gazzette an amendment to the law increasing the upper threshold from 2,000kW to 5,000kW. A summarized description of the scope of the amendments to the law are described below.

Until 2009, the transfer prices between generators and distribution companies for supplying power to regulated customers were capped at a maximum value called the node price, which is regulated by the Ministry of Energy. Node prices are set every six months, in April and October, based on a report prepared by the CNE that takes into account projections of expected marginal costs in the system over the next 48 months for the SIC and 24 months for the SING. Beginning in 2010, and as the node price contracts begin to expire, the transfer prices between generators and distributors are being replaced by the results of regulated bidding processes, with a price cap set by the authority every six months.

 

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(ii) Unregulated customers: Those customers, mainly industrial and mining companies, with a connected capacity of over 5,000 kW. These consumers can freely negotiate prices for electrical supply with generators and/or distributors. Customers with capacity between 500 and 5,000 kW, have the option to contract energy at prices agreed upon with their suppliers or be subject to regulated prices, with a minimum term of at least four years under each pricing system. As previously discussed, the 5,000 kW threshold became effective beginning on January 30, 2015.

(iii) Spot market: This represents energy and capacity transactions among generating companies that result from the CDEC’s coordination to keep the system running as economically as possible, where the surpluses (deficits) between a generator’s energy supply and the energy it needs to comply with business commitments are transferred through sales (purchases) to (from) other generators in the CDEC. In the case of energy, transfers are valued at the marginal cost, while node prices for capacity are set every semester by the regulators.

In Chile, the capacity that must be paid to each generator depends on an annual calculation performed by the CDEC to determine the firm capacity of each power plant, which is not the same as the dispatched capacity.

Beginning in 2010 with the enactment of Law 20,018, distribution companies must have sufficient supply permanently available to cover their entire demand projected for a period of three years; to do so, they must carry out long-term public bidding processes. This period of three years has been changed to five years, following the legislative amendment published in January 2015.

On May 15, 2014, the Minister of Energy presented the “Energy Agenda,” a document outlining general guidelines for the energy policy of the new government. On July 31, 2014, the Ministry of Energy launched “Energy 2050” Project, in order to define long-term energy goals. On September 29, 2015, the Timetable of Energy 2050 was released, and on November 4, 2015 opened for Public Consultation Energy 2050 until December 8, 2015.

On September 29, 2014 a Tax Reform was published in the Official Gazzette, which emphasizes the creation of so-called green tax to be levied on air emissions of particulate matter (PM), nitrogen oxides (NOx), sulfur dioxide (SO2) and carbon dioxide (CO2). The tax will be US$5/ton for CO2 emissions.

On January 29, 2015, Law 20,805 was published in the Official Gazzette, incorporating a legal amendment to the energy bidding processes for consumption of regulated customers. Among the main changes incorporated through this amendment are the increased participation of the CNE in the bidding processes; the increase from three to five years for the anticipated bidding announcements; the incorporation of a reserved price as a limit price for each bid; the chance for a bidder to delay the energy supply in case of force majeure; the increase of the duration of the supply contract up to 20 years; the incorporation of short-term biddings; the treatment for energy without contract; and the increase in the upper threshold to qualify as regulated customer from 2,000 to 5,000 kW.

Non-Conventional Renewable Energy

In Chile, Law 20,257 was enacted in April of 2008 to encourage the use of Non-Conventional Renewable Energy (NCRE). The principal aspect of this law is that at least 5% of the energy sold by generation companies to their customers must come from renewable sources between years 2010 and 2014. This requirement progressively increases by 0.5% from year 2015 until 2024, when a 10% renewable energy requirement will be reached. This law was amended in 2013 by Law 20,698, dubbed the “20/25 law,” as it establishes that by 2025, 20% of power supplied will be generated by NCRE. It does not change the previous law’s plan for supplying power under agreements in effect in July 2013.

Limits on integration and concentration

Chile has legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

 

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In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Chile, there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, while there are regulations on free competition, there are no specific quantitative limits on vertical or horizontal integration. However, the General Law on Electrical Services provides that companies that operate on or have ownership in the Trunk Transmission Systems cannot engage in, either directly or indirectly, activities that are in any way involved in the business of power generation or distribution.

Market for unregulated customers

In Chile, distributing companies can supply their customers under regulated or freely-agreed conditions. For clients purchasing more than 500kW and less than 5,000 Kw may choose between the regulated and unregulated markets. Clients purchasing more than 5,000 kW are required to be categorized as unregulated customers. The 5,000 kW threshold became effective beginning on January 30, 2015. Clients purchasing less than 500 kW are regulated customers and such threshold is applied if energy is purchased from renewable sources, for which the government provide incentives through a discount on tolls.

4.2 Tariff Revisions:

General Aspects

In Chile, selling prices charged to clients are based on the purchase price paid to generators plus a component associated with the value added in distribution. Regulators set this value periodically through reviews of distribution tariffs. As a result, distribution is essentially a regulated activity.

The Distribution Value Added (VAD) is established every four years. For this, the local regulator, (the CNE) classifies companies by typical areas that group together companies with similar distribution costs. A distribution company’s return on investment depends on the company’s performance compared to model company standards defined by the regulator. On April 2, 2013, the Energy Ministry published Tariff Decree No. 1T in the Official Gazette. This was made retrospectively to November 4, 2012 and will remain in effect until November 3, 2016. The next tariff-setting process will take place in 2016 and will cover the period November 2016 to November 2020.

On June 23, 2015, the Energy Ministry published in the Official Gazette, Decree No.12T, which established the node prices for energy supply that will be retrospectively applied beginning on January 1, 2015.

On May 12, 2015, the Energy Ministry published in the Official Gazette, Decrees No.2T and 3T, which established the node prices for energy supply that will be retrospectively applied beginning on September 1 and October 1, 2014, respectively.

On May 22, 2015, the Energy Ministry published in the Official Gazette, Decree No. 9T, which established the node prices for energy supply that will be retrospectively applied beginning on October 1, 2014.

Decree No. 14, which established the subtransmission tolls for this segment for 2011-2014 was published in the Official Gazette on April 9, 2013. On January 29, 2015, the Energy Ministry extends the term of the Decree until 2015, as it is state on transitory articles on Law 20.805. The Average Node Price Decrees transfer these tolls to final customers, as they are part of distribution company’s costs.

As a result of the above, our combined entity, Chilectra S.A. at September 30, 2015, recognized unbilled revenues and trade and other accounts receivable for the difference between current and effective Average Node Prices for ThCh$39,952,378 (ThCh$66,663,743 at September 30, 2014) to be billed and charged to regulated end-customers.

 

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In addition, at September 30, 2015, our combined entity recognized costs and trade and other payables for the differences between current and effective Short Term Node Prices for ThCh$9,552,734 (ThCh$22,572,326 during at September 30, 2014) to be paid to generation companies.

 

5. BUSINESS COMBINATION – ACQUISITION OF GASATACAMA

On April 22, 2014, the Combined Group through its combined entity Endesa Chile acquired the remaining 50% ownership interest in Inversiones GasAtacama Holding Limitada (hereinafter “GasAtacama”) that was owned by Southern Cross Latin America Private Equity Fund III L.P. (hereinafter “Southern Cross”) at that time.

Consequently, the Combined Group now holds 100% of control over GasAtacama which at the same time is the owner of (i) the Atacama Plant, a 780 MW capacity combined cycle thermal power plant fired by natural gas or diesel oil located in the north of Chile; (ii) the 940 km Atacama Pipeline that runs between Coronel Cornejo in Argentina and Mejillones in Chile; and (iii) the 223 km Taltal Pipeline between Mejillones and Paposo.

Upon obtaining control of GasAtacama, the Combined Group’s total generation capacity in Chile’s northern grid (the Sistema Interconectado del Norte Grande, or SING) reached 1,000 MW, and it is expected to enable us to satisfy greater industrial, residential and mining demand through a competitively priced energy supply with a low environmental impact.

GasAtacama acquisition was recognized using the accounting criteria for business combinations achieved in stages as detailed in Note 2.6.1.

Since the date of acquisition, GasAtacama has contributed ThCh$113,074,006 in revenues and ThCh$33,443,547 in income before tax to the Combined Group’s results. Had the acquisition taken place on January 1, 2014, it is estimated that these amounts would have been ThCh$179,474,707 in revenues and ThCh$41,772,291 in income before tax for the year ended December 31, 2014.

a) Consideration transferred

The following table summarizes the fair value of each type of consideration transferred in connection with the GasAtacama acquisition:

 

     ThCh$  

Total price paid

     174,028,622   

Transaction recorded separately from the assets acquired and liabilities assumed (i)

     (16,070,521
  

 

 

 

Total consideration paid in cash (Note 7)

     157,958,101   
  

 

 

 

 

  (i) The total consideration transferred was ThCh$174,028,622 and included the assignment of rights to collect on an outstanding loan of ThCh$16,070,521 owed by Pacific Energy Sub Co. (a subsidiary of Southern Cross) to Atacama Finance Co. (a subsidiary of GasAtacama).

b) Acquisition-related costs

Endesa Chile incurred costs for ThCh$23,543 in financial advisory fees related to the acquisition of Inversiones GasAtacama Holding Limitada. These costs have been recognized under the line item “Other expenses” in the combined statements of comprehensive income.

 

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c) Identifiable assets acquired and liabilities assumed

The following table summarizes the fair values recognized for identifiable assets acquired and liabilities assumed in connection with the acquisition:

 

     Fair Value  

Identifiable assets acquired, net

   ThCh$  

Cash and cash equivalents

     120,303,339   

Trade and other current receivables

     34,465,552   

Current accounts receivable from related companies

     5,692,257   

Inventories

     15,009,265   

Property, plant and equipment

     199,660,391   

Deferred tax assets

     2,392,531   

Other assets

     23,906,126   

Trade and other current payables

     (30,818,836

Current accounts payable to related companies

     (34,445,277

Deferred tax liabilities

     (28,923,167

Other liabilities

     (10,874,817
  

 

 

 

Total

     296,367,364   
  

 

 

 

No risk of default is expected for the gross amount of trade and other receivables.

Given the nature of GasAtacama’s business and assets, the fair value of the assets acquired and liabilities assumed was measured using the following valuation approaches:

i. The market approach using the comparison method, based on quoted market prices for identical or comparable items when available.

ii. The cost approach or depreciated replacement cost, which reflects adjustments for physical deterioration and functional and economic obsolescence.

iii. The income approach, which uses valuation techniques that convert future amounts (such as cash flows or income and expenses) into a single current amount (that is, discounted). The fair value measurement reflects current market expectations for those future amounts.

Reconciliation of values

Finally, the fair values were determined from an assessment and reconciliation of the results obtained from the methods selected, based on the nature of each asset acquired and liability assumed.

d) Goodwill

 

     ThCh$  

Total consideration paid

     157,958,101   

Fair value of pre-existing interest in the acquiree

     157,147,000   

Fair value of identifiable net assets acquired

     (296,367,364

Goodwill (See Note 16)

     18,737,737   

The goodwill is attributable primarily to the value of the synergies expected to be obtained by integrating GasAtacama into the Combined Group. These synergies include reduced administrative, research and structure costs, which could be absorbed by Endesa Chile.

e) Remeasurement of pre-existing interest and currency translation differences

The remeasurement of the fair value of Endesa Chile’s pre-existing 50% equity interest in GasAtacama resulted in a gain of ThCh$21,546,320. The gain recognized was the positive difference between the acquisition-date fair value of the pre-existing equity interest of ThCh$157,147,000, and the carrying amount of the investment accounted for using the equity method at the acquisition date of ThCh$135,600,682.

 

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In addition, the exchange differences on translation of the pre-existing equity interest accumulated in the equity of the Combined Group at the acquisition date, were reclassified to profit or loss resulting in a gain of ThCh$21,006,456.

Both amounts have been recorded in the caption “Other gains (losses)” in the interim combined statement of comprehensive income (see Note 32).

 

6. CAPITAL INCREASE

The Enersis allocated capital increase approved by the Extraordinary Shareholders’ Meeting on December 20, 2012 was completed in the first quarter of 2013; all of the allocated shares were subscribed (see Note 26.1.1).

This capital increase amounted to ThCh$2,845,858,393. Of this, 60.62% of the shares were subscribed by Endesa S.A., Enersis’ parent company located in Spain, and were paid for with its investments in Latin America valued at ThCh$1,724,400,000. The remaining shares were subscribed and paid with non-controlling interests of Enersis via cash payments of ThCh$1,121,458,393, which included a Allocated capital of ThCh$1,460,503. This capital increase has been reflected in these combined financial statements to the extent of the contributions in kind of additional interests of Endesa S.A.’s in certain entities in Chile.

 

7. CASH AND CASH EQUIVALENTS

 

  a) The detail of cash and cash equivalents as of September 30, 2015 and December 31, 2014, is as follows:

 

Cash and Cash Equivalents

   Balance at  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Cash balances

     464,185         634,059   

Bank balances

     16,865,200         17,765,485   

Time deposits

     14,811,059         83,326,061   

Other fixed-income instruments

     53,019,889         31,260,322   
  

 

 

    

 

 

 

Total

     85,160,333         132,985,927   
  

 

 

    

 

 

 

Time deposits have a maturity of three months or less from their date of acquisition and accrue the market interest for this type of short-term investment. Other fixed-income investments are mainly comprised of repurchase agreements with original maturities of less than or equal to 90 days.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

Currency

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Chilean peso

     71,981,322         44,863,907   

Argentine peso

     6,915,499         4,206,734   

U.S. dollar

     6,263,512         83,915,286   
  

 

 

    

 

 

 

Total

     85,160,333         132,985,927   
  

 

 

    

 

 

 

 

  c) The following table shows the amounts paid to obtain control of combined entities as of September 30, 2015 and December 31, 2014:

 

Acquisition of Combined Entities

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Acquisitions paid in cash and cash equivalents

     —           (157,958,101

Cash and cash equivalents in entities acquired

     —           120,303,339   
  

 

 

    

 

 

 

Total, net (*)

     —           (37,654,762
  

 

 

    

 

 

 

 

  (*) See Note 5.

 

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  d) The following table shows a reconciliation of cash and cash equivalents presented in the statement of financial position with cash and cash equivalents in the cash flow statement as of September 30, 2015 and December 31, 2014:

 

     Balance at  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Cash and cash equivalents (statement of financial position)

     85,160,333         132,985,927   

Cash and cash equivalents attributable to assets held for sale (*)

     —           29,702   
  

 

 

    

 

 

 

Cash and cash equivalents (statement of cash flow)

     85,160,333         133,015,629   
  

 

 

    

 

 

 

 

  (*) See Note 13.

 

  e) The following table sets forth cash and cash equivalents that have been received from the sale of shares in combined entities:

 

Loss of control at Combined Entities

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Amounts received for the sale of Combined Entities (*)

     25,000,000         57,173,142   

Amounts in cash and cash equivalents in entities sold

     (18,360,347      (16,311,571
  

 

 

    

 

 

 

Total net

     6,639,653         40,861,571   
  

 

 

    

 

 

 

 

  (*) See Note 2.4.1 and Note 32.

 

8. OTHER FINANCIAL ASSETS

The detail of other financial assets as of September 30, 2015 and December 31, 2014, is as follows:

 

Other Financial Assets

   Balance at  
   Current      Non-current  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Available-for-sale financial investments – unquoted equity securities or with limited liquidity

     —           —           3,001,868         2,670,665   

Available-for-sale financial investments – quoted equity securities

     —           —           34,358         362,169   

Financial assets held to maturity (*)

     989,104         948,789         —           —     

Hedging derivatives (*)

     585,915         508,458         19,787,148         3,695,636   

Non-hedging derivatives (*)

     5,157         33,882         —           22,002   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,580,176         1,491,129         22,823,374         6,750,472   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (*) See Note 22.1.a

The amounts included in “financial assets held to maturity” and “financial assets at fair value with change in profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not fulfill the definition of cash equivalent as defined in Note 3.g.2 (e.g. with maturity over 90 days from time of investment).

 

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9. TRADE AND OTHER RECEIVABLES

a) The detail of trade and other receivables as of September 30, 2015 and December 31, 2014 is as follows:

 

Trade and Other Receivables, Gross

   Balance at  
   9-30-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, gross

     614,873,292         6,929,938         607,916,372         7,496,412   

Trade receivables, gross

     483,889,499         3,153,282         490,553,898         3,318,126   

Other receivables, gross

     130,983,793         3,776,656         117,362,474         4,178,286   

 

     Balance at  
   9-30-2015      12-31-2014  

Trade and Other Receivables, Net

   Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Trade and other receivables, net

     580,410,561         6,929,938         578,081,205         7,496,412   

Trade and other receivables, net

     457,589,590         3,153,282         466,647,454         3,318,126   

Other receivables, net

     122,820,971         3,776,656         111,433,751         4,178,286   

There are no significant trade and other receivables balances held by the Combined Group that are not available for its use.

The Combined Group does not have customers with sales representing 10% or more of its total combined revenues for the nine month periods ended September 30, 2015 and 2014.

Refer to Note 10.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related companies.

b) As of September 30, 2015 and December 31, 2014, the balance of past due but not impaired trade receivables is as follows

 

Trade Receivables Past Due But Not Impaired

   Balance at  
   9-30-2015      12-31-2014  
   ThCh$      ThCh$  

Less than three months

     41,436,022         39,058,318   

Between three and six months

     5,799,244         2,624,968   

Between six and twelve months

     6,805,631         3,693,880   

More than twelve months

     19,446,795         12,957,133   
  

 

 

    

 

 

 

Total

     73,487,692         58,334,299   
  

 

 

    

 

 

 

c) The reconciliation of changes in the allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired

   Current and
Non-current
ThCh$
 

Balance at January 1, 2014

     30,886,147   

Increases (decreases) for the year (*)

     655,600   

Amounts written off

     (1,706,580

Balance at December 31, 2014

     29,835,167   

Increases (decreases) for the year (*)

     5,027,094   

Amounts written off

     (399,530

Balance at September 30, 2015

     34,462,731   

 

  (*) See Note 30 for impairment of financial assets.

 

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Write-offs for past due receivables

Past due receivables are written off once all collection procedures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our power generation business, this process normally takes at least one year. In our distribution business the process takes at least twenty four months. Overall, the risk of writing off our trade receivables, is limited (see Notes 3.g.3 and 21.5).

 

10. BALANCES AND TRANSACTIONS WITH RELATED COMPANIES

Related party transactions are performed at current market conditions.

Transactions between the Combined Group and its combined entities and joint ventures have been eliminated on combination and are not itemized in this note.

As of the date of these financial statements, no guarantees have been given or received nor has any allowance for bad or doubtful accounts been recorded with respect to receivable balances for related party transactions.

The controlling shareholder of Enersis Chile is the Italian corporation Enel S.p.A.

 

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10.1 Balances and transactions with related companies

The balances of accounts receivable and payable between the Combined Group and its non-combined related companies are as follows:

a) Receivables from related companies

 

                            Balance at  
                            Current     Non-current  

Taxpayer ID
Number (RUT)

 

Company

  Country  

Relationship

  Currency   Description
of transaction
 

Term of
transaction

  9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate Parent   CH$   Other
services
  Less than 90 days     47,244        26,165        —          —     

Foreign

  Endesa España   Spain   Related to Immediate Parent   CH$   Other
services
  More than 90 days     87,417        61,852        —          —     

96.524.140-K

  Empresa Electrica Panguipulli S.A.   Chile   Common Immediate Parent   CH$   Energy
sales
  Less than 90 days     2,062        273,705        —          —     

96.524.140-K

  Empresa Electrica Panguipulli S.A.   Chile   Common Immediate Parent   CH$   Tolls   Less than 90 days     66,902        —          —          —     

96.880.800-1

  Empresa Electrica Puyehue S.A.   Chile   Common Immediate Parent   CH$   Energy
sales
  Less than 90 days     64        64        —          —     

Foreign

  Endesa Energía S.A.   Chile   Common Immediate Parent   CH$   Gas sales   Less than 90 days     14,604,841        —          —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   CH$   Dividends   Less than 90 days     —          1,477,177        —          —     

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   CH$   Energy
sales
  Less than 90 days     426,240        649,986        —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   US$   Advance
natural gas
purchase
  Less than 90 days     2,171,745        11,845,926        —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   US$   Other
services
  Less than 90 days     —          1,644,650        —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   US$   Loan   Less than 90 days     1,460,231        549,359        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Commodity
derivatives
  Less than 90 days     1,858,367        99,662        —          —     

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     17,974        10,299        —          —     

Foreign

  Enel Trade S.p.A.   Italy   Common Immediate Parent   CH$   Commodity
derivatives
  Less than 90 days     42,290        —          —          —     

76.126.507-5

  Parque Eolico Talinay Oriente SA   Chile   Common Immediate Parent   CH$   Energy
sales
  Less than 90 days     45,376        21,647        —          —     

76.321.458-3

  Sociedad Almeyda Solar SpA   Chile   Common Immediate Parent   CH$   Energy
sales
  Less than 90 days     48,618        —          —          —     

76.179.024-2

  Parque Eolico Tal Tal S.A.   Chile   Common Immediate Parent   CH$   Energy
sales
  Less than 90 days     1,750        —          —          —     

Foreign

  Enel S.p.A.   Italy   Ultimate Parent   CH$   Other
services
  Less than 90 days     69,389        —          —          —     

Foreign

  Enel S.p.A.   Italy   Ultimate Parent   Euros   Other
services
  Less than 90 days     120,040        —          —          —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A.   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     95,355        —          —          —     

Foreign

  Distrilec   Argentina   Common Immediate Parent   CH$   Other
services
  Less than 90 days     1,305        1,305        —          —     

Foreign

  Compañía Distribuidora y Comercializadora de Energía S.A.   Colombia   Common Immediate Parent   CH$   Other
services
  Less than 90 days     9,380        —          —          —     

TBD

  Chilectra Américas   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     60,823        2,394        —          —     

 

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                            Balance at  
                            Current     Non-current  

Taxpayer ID
Number (RUT)

 

Company

  Country  

Relationship

  Currency   Description
of transaction
 

Term of
transaction

  9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
 

TBD

  Endesa Américas   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     23,669        57,775        —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Common Immediate Parent   CH$   Other
services
  Less than 90 days     72,560        —          —          —     

Foreign

  Edegel S.A.A   Peru   Common Immediate Parent   CH$   Other
services
  Less than 90 days     24,452        —          —          —     

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A   Peru   Common Immediate Parent   CH$   Other
services
  Less than 90 days     73,173        42,355        —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     149,609        149,609        —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   CH$   Mercantile
Current
Account
  Less than 90 days     74,880        —          —          —     

TBD

  Enersis Américas   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     123,858        38,720        —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     8,144        —          —          —     
                   

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     166,396        —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 
    Total             21,954,154        16,952,650        —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 

b) Accounts payable to related companies

 

                            Balance at  
                            Current     Non-current  

Taxpayer ID
Number (RUT)

 

Company

  Country  

Relationship

  Currency   Description
of transaction
 

Term of
transaction

  9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate Parent   CH$   Dividends   Less than 90 days     —          24,842,818        —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate Parent   CH$   Other
services
  Less than 90 days     41,794        —          —          —     

96.524.140-K

  Empresa Electrica Panguipulli S.A.   Chile   Common Immediate Parent   CH$   Energy
purchases
  Less than 90 days     1,645,457        1,708,804        —          —     

96.524.140-K

  Empresa Electrica Panguipulli S.A.   Chile   Common Immediate Parent   CH$   Tolls   Less than 90 days     62,988        —          —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   CH$   Tolls   Less than 90 days     75,499        —          —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   CH$   Other
services
  Less than 90 days     296,865        335,962        —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   US$   Gas
purchases
  Less than 90 days     8,536,047        19,808,375        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Fuel
purchases
  Less than 90 days     238,981        2,881,032        —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Coal
purchases
  Less than 90 days     362,432        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Other
services
  Less than 90 days     22,831        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   CH$   Commodity
derivatives
  Less than 90 days     —          1,102,253        —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   CH$   Dividends   Less than 90 days     —          12,509,673        —          —     

 

F-47


Table of Contents
                            Balance at  
                            Current     Non-current  

Taxpayer ID
Number (RUT)

 

Company

  Country  

Relationship

  Currency   Description
of transaction
 

Term of
transaction

  9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
 

Foreign

  Enel Produzione   Italy   Common Immediate Parent   Euros   Other
services
  Less than 90 days     70,999        —          —          —     

Foreign

  Enel Produzione   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     250,861        —          —          —     

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     2,489,027        2,024,190        —          —     

76.321.458-3

  Sociedad Almeyda Solar Spa   Chile   Common Immediate Parent   CH$   Energy
purchases
  Less than 90 days     417,236        —          —          —     

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Chile   Joint Venture   CH$   Other
services
  Less than 90 days     165,981        157,762        —          —     

Foreign

  Enel Green Power España SL   Spain   Common Immediate Parent   CH$   Other
services
  Less than 90 days     —          23,982        —          —     

Foreign

  Endesa España   Spain   Common Immediate Parent   CH$   Other
services
  Less than 90 days     303,587        129,492        —          —     

76.126.507-5

  Parque Eolico Talinay Oriente SA   Chile   Common Immediate Parent   CH$   Energy
purchases
  Less than 90 days     180        —          —          —     

Foreign

  Enel Trade S.p.A.   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     157,301        —          —          —     

Foreign

  Enel Trade S.p.A.   Italy   Common Immediate Parent   CH$   Commodity
derivatives
  Less than 90 days     957,995        —          —          —     

76.179.024-2

  Parque Eolico Tal Tal S.A.   Chile   Common Immediate Parent   CH$   Energy
purchases
  Less than 90 days     2,081,997        —          —          —     

Foreign

  Enel S.p.A.   Italy   Ultimate Parent   Euros   Other
services
  Less than 90 days     787,436        —          —          —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A.   Chile   Common Immediate Parent   CH$   Other
services
  Less than 90 days     1,170,359        —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Common Immediate Parent   CH$   Other
services
  Less than 90 days     1,478        —          —          —     

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A   Peru   Common Immediate Parent   CH$   Other
services
  Less than 90 days     2,240        —          —          —     

Foreign

  Endesa Cemsa S.A.   Argentina   Common Immediate Parent   CH$   Other
services
  Less than 90 days     67,131        58,720        —          —     

TBD

  Enersis Américas   Chile   Common Immediate Parent   CH$   Loans(1)   Less than 90 days     264,083,578        60,858,956        —          —     

TBD

  Enersis Américas   Chile   Common Immediate Parent   CH$   Mercantile
Current
Account
  Less than 90 days     50,845,829        39,315,938        —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   CH$   Mercantile
Current
Account
  Less than 90 days     —          20,775,085        —          —     

Foreign

  Enel Brasil   Brazil   Common Immediate Parent   CH$   Other
services
  Less than 90 days     73,065        95,691        —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   CH$   Other
services
  Less than 90 days     12,690        —          —          —     

Foreign

  Enel Italia Servizi SRL   Italy   Common Immediate Parent   Euros   Other
services
  Less than 90 days     25,252        —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 
    Total             335,484,506        187,185,193        —          —     
             

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) On March 6, 2014, Endesa Chile entered into a loan agreement with Enersis Américas for ThCh$196,945 principal amount at a 4.97% fixed annual interest rate and maturity on March 6, 2015. Endesa Chile fully repaid the loan on March 9, 2015.

On September 9, 2014, Endesa Chile entered into a loan agreement with Enersis Américas for ThUS$52,000 at a 0.95% fixed annual interest rate and maturity on March 9, 2015. Endesa Chile fully repaid the loan on March 9, 2015.

 

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Table of Contents

On May 12, 2015, Endesa Chile entered into a loan agreement with Enersis Américas for ThUS$150,000 principal amount at a 0.77% fixed annual interest rate and maturity on December 16, 2015.

On May 18, 2015, Endesa Chile entered into a loan agreement with Enersis Américas for ThUS$150,000 principal amount at a 0.72% fixed annual interest rate and maturity on December 21, 2015.

On July 24, 2015, Endesa Chile entered into a loan agreement with Enersis Américas for ThUS$77,000 principal amount at a 0.66% fixed annual interest rate and maturity on December 15, 2015.

c) Significant transactions and effects on income/expenses:

Transactions with related companies that are not combined and their effects on profit or loss are as follows:

 

Taxpayer
ID

Number

 

Company

  Country  

Relationship

 

Description of transaction

  9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 
           

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Natural gas sales     14,604,841        —     

Foreign

  Enel Latinoamérica S.A   Spain   Common Immediate Parent   Other fixed operating expenses     (18,684     —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Fuel consumption     (11,641,643     (23,300,577

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Other fixed operating expenses     (23,329     —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Commodity derivatives     (2,144,063     (974,481

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Gas consumption     (120,255,826     (92,507,654

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Gas transportation     (39,104,820     (29,275,499

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Other services rendered     54,377        56,042   

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Other financial income     63,105        46,820   

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Energy sales     2,554,154        2,040,026   

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Electricity tolls     (57,354     —     

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Other services rendered     563,204        588,752   

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Energy purchases     —          (3,805

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Electricity tolls     —          (12,399

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Energy sales     —          34,253   

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Energy purchases     (7,052,938     (6,368,804

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Electricity tolls     (215,823     (142,361

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Other services rendered     285,452        116,012   

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Energy sales     200,469        883,600   

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other fixed operating expenses     —          (743,029

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other operating income     150,534        —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   Gas tolls     (2,644,008     (2,547,228

96.806.130-5

  Electrogas S.A.   Chile   Associate   Fuel consumption     (529,741     (257,797

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   Other services rendered     26,723        25,316   

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   Other fixed operating expenses     (394,261     (274,444

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.   Chile   Joint Venture   Other services rendered     —          23,891   

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Chile   Joint Venture   Electricity tolls     (1,083,945     (1,021,152

Foreign

  Endesa España   Spain   Common Immediate Parent   Other operating income     8,811        57,623   

Foreign

  Endesa España   Spain   Common Immediate Parent   Other fixed operating expenses     (123,819     —     

Foreign

  Enel Trade S.p.A   Italy   Common Immediate Parent   Other fixed operating expenses     (216,437     —     

Foreign

  Enel Trade S.p.A   Italy   Common Immediate Parent   Commodity derivatives     (790,547     —     

76.321.458-3

  Sociedad Almeyda Solar Spa   Chile   Common Immediate Parent   Energy purchases     (2,059,681     —     

76.321.458-3

  Sociedad Almeyda Solar Spa   Chile   Common Immediate Parent   Electricity tolls     (79,566     —     

76.321.458-3

  Sociedad Almeyda Solar Spa   Chile   Common Immediate Parent   Other services rendered     43,983        —     

76.321.458-3

  Sociedad Almeyda Solar Spa   Chile   Common Immediate Parent   Energy sales     24,526        —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A.   Chile   Common Immediate Parent   Energy purchases     (10,919,822     —     

76.052.206-6

  Parque Eolico Valle de los Vientos S.A.   Chile   Common Immediate Parent   Energy sales     360,506        —     

76.179.024-2

  Parque Eolico Tal Tal S.A.   Chile   Common Immediate Parent   Energy purchases     (19,806,382     —     

76.179.024-2

  Parque Eolico Tal Tal S.A.   Chile   Common Immediate Parent   Energy sales     1,471        —     

TBD

  Endesa Américas   Chile   Common Immediate Parent   Other services rendered     274,710        247,659   

TBD

  Chilectra Américas   Chile   Common Immediate Parent   Other services rendered     514,555        491,877   

TBD

  Enersis Américas   Chile   Common Immediate Parent   Other services rendered     249,703        243,155   

TBD

  Enersis Américas   Chile   Common Immediate Parent   Other financial expense     (3,911,790     (12,827,660

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A   Peru   Common Immediate Parent   Other services rendered     197,989        176,935   

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   Other financial income     652        —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   Other financial expense     (374,900     (580,770

Foreign

  Endesa Cemsa S.A.   Argentina   Common Immediate Parent   Other fixed operating expenses     —          (129,974

Foreign

  Enel Produzione   Italia   Common Immediate Parent   Other fixed operating expenses     (206,911     —     

76.126.507-5

  Parque Eolico Talinay Oriente SA   Chile   Common Immediate Parent   Energy sales     93,698        —     

76.126.507-5

  Parque Eolico Talinay Oriente SA   Chile   Common Immediate Parent   Energy purchases     (383,631     (5,028,122
         

 

 

   

 

 

 
        Total     (203,766,458     (170,963,795
         

 

 

   

 

 

 

 

F-49


Table of Contents

Transfers of short-term funds between related companies are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting receivable or payable balances are usually at 30 days term, with automatic rollover for the same periods and amortization in line with cash flows.

10.2 Board of Directors and Key management personnel

The Board of Directors of Enersis Chile S.A. initially consists of seven members who were elected for an interim term at an Extraordinary Shareholders’ Meeting of Enersis S.A. held on December 18, 2015 to hold office until the first Ordinary Shareholders’ Meeting of Enersis Chile S.A. to be held in April 2016 (the “2016 OSM”). At the 2016 OSM, the entire Board of Directors consisting of seven members will be elected to a three-year term. Following the end of their term, they may be re-elected or replaced. If a vacancy occurs in the interim, the Board of Directors will elect a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected to new three-year terms. Its Executive Officers will be appointed by the Board of Directors and hold office at the discretion of the Board.

10.3 Compensation plans linked to share price

There are no compensation plans linked to share price

 

11. INVENTORIES

The detail of inventories as of September 30, 2015 and December 31, 2014 is as follows:

 

Classes of Inventories

   Balance at  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Supplies for Production

     17,701,744         22,295,598   

Gas

     2,925,803         1,407,284   

Oil

     4,132,420         3,734,834   

Coal

     10,643,521         17,153,480   

Other inventories (*)

     17,847,731         21,382,280   
  

 

 

    

 

 

 

Total

     35,549,475         43,677,878   
  

 

 

    

 

 

 

Detail of other inventories

     

(*) Other inventories

     17,847,731         21,382,280   

Supplies for projects and spare parts

     9,573,903         16,747,706   

Electrical materials

     8,273,828         4,634,574   

There are no inventories pledged as security for liabilities.

For the nine months ended September 30, 2015 and 2014, raw materials and consumables recognized as fuel expenses were ThCh$289,424,648 and ThCh$232,011,290, respectively. See Note 28.

As of September 30, 2015 and December 31, 2014, no inventories have been written down due to obsolescence.

 

F-50


Table of Contents
12. TAX RECEIVABLES AND PAYABLES

The detail of current tax receivables as of September 30, 2015 and December 31, 2014 is as follows:

 

Tax Receivables

   Balance at  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
 
     

Monthly provisional tax payments

     18,439,659         14,510,732   

Tax credit for absorbed profits

     851,232         9,993,425   

Tax credit for training expenses

     249,500         240,800   

Tax credits from dividends received abroad

     —           20,903,182   

Other

     3,112,342         —     
  

 

 

    

 

 

 

Total

     22,652,733         45,648,139   
  

 

 

    

 

 

 

The detail of current tax payables as of September 30, 2015 and December 31, 2014 is as follows:

 

Tax Payables

   Balance at  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
 
     

Income tax

     3,926,861         38,357,866   
  

 

 

    

 

 

 

Total

     3,926,861         38,357,866   
  

 

 

    

 

 

 

 

13. NON-CURRENT ASSETS OR GROUPS OF ASSETS FOR DISPOSAL CLASSIFIED AS HELD FOR SALE

In December 2014, Empresa Nacional de Electricidad S.A. and its combined entity Compañía Eléctrica de Tarapacá SA signed a contract to sell all their shares in Sociedad Concesionaria Túnel El Melón S.A. to Temsa Private Investment Fund. Such contract established a number of conditions, which were not fulfilled at the end of 2014, preventing the closure of the sale. The sale was finalized on January 9, 2015.

Túnel El Melón S.A is a private corporation whose purpose is the construction, maintenance and operation of the public work called the El Melón Tunnel and the provision of ancillary services authorized by the Ministry of Public Works (MOP).

El Melón Tunnel is an alternative route to the road that climbs the El Melon pass, which is located between 126 and 132 kilometers north of Santiago on Route 5. This is the main highway linking the country from Arica to Puerto Montt.

As described in Note 3.k), non-current assets and groups of assets held for sale have been recorded at the lower of their carrying amount and fair value less costs of disposal.

 

F-51


Table of Contents

The main items of assets, liabilities and cash flows held for sale as of December 31, 2014 are as follows:

 

     Balance 12/31/2014  
     ThCh$  

CURRENT ASSETS

  

Cash and cash equivalents

     29,702   

Other current non-financial assets

     81,275   

Trade and other current receivables

     758,645   

Current tax assets

     1,400   
  

 

 

 

TOTAL CURRENT ASSETS

     871,022   
  

 

 

 

NON-CURRENT ASSETS

  

Intangible assets other than goodwill

     4,404,615   

Property, plant and equipment

     81,432   

Deferred tax assets

     2,621,894   
  

 

 

 

TOTAL NON-CURRENT ASSETS

     7,107,941   
  

 

 

 

TOTAL ASSETS

     7,978,963   
  

 

 

 

CURRENT LIABILITIES

  

Other current financial liabilities

     3,072,179   

Trade and other current payables

     495,235   

Other current non-financial liabilities

     131,030   
  

 

 

 

TOTAL CURRENT LIABILITIES

     3,698,444   
  

 

 

 

NON-CURRENT LIABILITIES

  

Other non-current financial liabilities

     1,660,254   

Non-current provisions for employee benefits

     102,423   

Other non-current non-financial liabilities

     27,026   
  

 

 

 

TOTAL NON-CURRENT LIABILITIES

     1,789,703   
  

 

 

 

TOTAL LIABILITIES

     5,488,147   
  

 

 

 

Summary of net cash flow

  

Net cash flows from (used in) operating activities

     9,045,775   

Net cash flows from (used in) investment activities

     (5,604,740

Net cash flows from (used in) financing activities

     (3,450,774

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

     (9,739

Effect of exchange rate changes on cash and cash equivalents

     —     

Net increase (decrease) in cash and cash equivalents

     (9,739

Cash and cash equivalents at beginning of period

     39,440   

Cash and cash equivalents at end of period

     29,702   

 

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Table of Contents
14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

14.1. Investments accounted for using the equity method

 

  a. The following tables present the changes in investments in combined associates and joint ventures accounted for using the equity method as of September 30, 2015 and December 31, 2014:

 

Taxpayer ID
Number

  

Changes in Investments
in Combined Associates

  

Relationship

   Country    Functional
Currency
   Ownership
interest
    Balance at
01/01/2015
ThCh$
     Additions
ThCh$
     Share of
Profit (Loss)
ThCh$
    Dividends
declared
ThCh$
    Foreign
Currency
Translation
ThCh$
     Other
comprehensive
income
ThCh$
     Other
increases
(decreases)
ThCh$
    Balance at
9/30/2015
ThCh$
 

96,806,130-5

   Electrogas S.A.    Associate    Chile    U.S. dollar      42.50     10,777,659         —           3,874,850        (2,914,348     1,337,643         151,687         —          13,227,491   

76,788,080-4

   GNL Quintero S.A.    Associate    Chile    U.S. dollar      20.00     15,198,935         —           3,450,923        (3,262,701     1,874,549         —           —          17,261,706   

76,418,940-k

   GNL Chile S.A.    Associate    Chile    U.S. dollar      33.33     1,818,168         —           903,889          357,883         —           —          3,079,940   

76,652,400-1

   Centrales Hidroeléctricas De Aysén S.A.    Joint Venture    Chile    Chilean Peso      51.00     6,144,557         2,295,000         (1,800,997     —          —           —           —          6,638,560   

77,017,930-0

   Transmisora Eléctrica de Quillota Ltda.    Joint Venture    Chile    Chilean Peso      50.00     6,426,004         —           1,054,225        —          —           —           —          7,480,229   
                

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
                 TOTAL        40,365,323         2,295,000         7,482,890        (6,177,049     3,570,075         151,687         —          47,687,926   
                

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Taxpayer ID
Number

  

Changes in Investments
in Combined Associates

  

Relationship

   Country    Functional
Currency
   Ownership
interest
    Balance at
01/01/2014
ThCh$
     Additions
ThCh$
     Share of
Profit (Loss)
ThCh$
    Dividends
declared
ThCh$
    Foreign
Currency
Translation

ThCh$
     Other
comprehensive
income
ThCh$
     Other
increases
(decreases)
ThCh$
    Balance at
12/31/2014
ThCh$
 

96,806,130-5

   Electrogas S.A.    Associate    Chile    U.S. dollar      42.50     9,682,324         —           4,456,124        (4,239,280     847,016         31,475         —          10,777,659   

76,788,080-4

   GNL Quintero S.A.    Associate    Chile    U.S. dollar      20.00     4,797,508         —           3,541,883        (6,897,599     311,747         13,445,396         —          15,198,935   

76,418,940-k

   GNL Chile S.A.    Associate    Chile    U.S. dollar      33.33     559,615         —           1,099,143        —          159,410         —           —          1,818,168   

76,652,400-1

   Centrales Hidroeléctricas De Aysén S.A. (2)    Joint Venture    Chile    Chilean Peso      51.00     69,684,864         3,315,000         (66,855,307     —          —           —           —          6,144,557   

77,017,930-0

   Transmisora Eléctrica de Quillota Ltda.    Joint Venture    Chile    Chilean Peso      50.00     6,073,897         —           352,107        —          —           —           —          6,426,004   

76,014,570-k

   Inversiones GasAtacama Holding Ltda. (1)    Joint Venture    Chile    U.S. dollar      50.00     123,627,968         —           3,053,468        —          8,919,246         —           (135,600,682     —     
                

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
                 TOTAL        214,426,176         3,315,000         (54,352,582     (11,136,879     10,237,419         13,476,871         (135,600,682     40,365,323   
                

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) In April 2014, the company Inversiones GasAtacama Holding Ltda. became a combined entity of the Combined Group using the global integration method (see Notes 2.4.1 and 5).
(2) The loss recognized during 2014 includes a provision for impairment of ThCh$69,066,857 as a result of uncertainty about the recoverability of this investment (see Note 36.5).

 

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Table of Contents
  b. Additional financial information on investments in associated companies and joint ventures

14.2. Investments with significant influence

The following tables show financial information as of September 30, 2015 and December 31, 2014 from the financial statements of the investments in associates where the Combined Group has significant influence:

 

Investments with Significant
Influence

  September 30, 2015  
  %
Ownership
interest
Direct/
Indirect
    Current
assets
ThCh$
    Non-
current
assets
ThCh$
    Current
liabilities
ThCh$
    Non-
current
liabilities
ThCh$
    Revenue
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income

ThCh$
    Comprehensive
income

ThCh$
 

GNL Chile S.A

    33.33     83,308,612        78,426        69,765,943        4,380,353        545,158,354        (542,446,416     2,711,938        1,073,757        3,785,695   

GNL Quintero S.A

    20.00     133,435,149        674,630,034        11,800,730        709,955,923        97,683,633        (80,429,018     17,254,615        9,372,746        26,627,361   

Electrogas S.A.

    42.50     6,414,662        47,054,671        5,058,199        17,287,627        17,800,953        (7,831,263     9,969,690        3,504,305        13,473,995   

Investments with Significant
Influence

  December 31, 2014  
  %
Ownership
interest
Direct/
Indirect
    Current
assets
ThCh$
    Non-
current
assets
ThCh$
    Current
liabilities
ThCh$
    Non-
current
liabilities
ThCh$
    Revenue
ThCh$
    Expenses
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income

ThCh$
    Comprehensive
income

ThCh$
 

GNL Chile S.A

    33.33     73,425,419        81,983        64,329,604        3,723,224        732,138,386        (728,840,589     3,297,797        478,277        3,776,074   

GNL Quintero S.A

    20.00     98,325,654        597,812,711        20,036,542        600,107,009        117,435,890        (99,726,467     17,709,423        68,785,714        86,495,137   

Electrogas S.A.

    42.50     6,085,889        43,289,210        10,076,915        13,938,983        19,635,597        (9,150,599     10,484,998        2,067,038        12,552,036   

Appendix 3 to these combined financial statements provides information on the main activities of our associates and the ownership interest that the Combined Group holds in them.

None of our associates have published price quotations.

14.3. Joint ventures

The following tables present information from the financial statements as of September 30, 2015 and December 31, 2014 on the main joint ventures:

 

     Centrales Hidroeléctricas de
Aysén S.A.
     Transmisora Eléctrica de
Quillota Ltda.
 

% Ownership

   51.0%
9-30-2015
ThCh$
     51.0%
12-31-2014
ThCh$
     50.0%
9-30-2015
ThCh$
     50.0%
12-31-2014
ThCh$
 

Total current assets

     365,973         485,966         4,870,520         4,426,445   

Total non-current assets

     15,159,321         15,026,706         12,228,334         11,420,593   

Total current liabilities

     2,451,497         3,419,214         463,983         1,159,095   

Total non-current liabilities

     56,685         45,348         1,674,416         1,835,937   

Cash and cash equivalent

     251,506         319,670         4,457,803         3,930,814   

Revenues

     —           —           2,099,517         2,672,950   

Depreciation and amortization expense

     —           (52,978      (529,169      (738,927

Impairment losses

     —           (126,657,707      —           —     

Interest income

     16,068         479,518         1,652,413         88,597   

Income tax expense

     —           —           (496,978      (671,727

Profit (loss)

     (3,530,997      (131,088,876      2,108,449         704,214   

Other comprehensive income

     —           —           —           —     

Comprehensive income

     (3,530,997      (131,088,876      2,108,449         704,214   

 

  c. There are no significant commitments and contingencies, or restrictions on funds transfers to its owners in associates and joint ventures.

 

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15. INTANGIBLE ASSETS OTHER THAN GOODWILL

The following table presents intangible assets as of September 30, 2015 and December 31, 2014:

 

Intangible Assets, Net

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Intangible Assets, Net

     37,725,489         36,525,522   

Easements and water rights

     14,476,100         14,692,984   

Computer software

     22,781,572         21,651,862   

Other identifiable intangible assets

     467,817         180,676   

Intangible Assets, Gross

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Intangible Assets, Gross

     86,950,083         82,119,207   

Easements and water rights

     16,465,850         17,106,353   

Computer software

     63,554,771         58,579,846   

Other identifiable intangible assets

     6,929,462         6,433,008   

Intangible Assets, Amortization and Impairment

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Accumulated Amortization and Impairment, Total

     (49,224,594      (45,593,685

Identifiable intangible assets

     (49,224,594      (45,593,685

Easements and water rights

     (1,989,750      (2,413,369

Computer software

     (40,773,199      (36,927,984

Other identifiable intangible assets

     (6,461,645      (6,252,332

The reconciliations of the carrying amounts of intangible assets at September 30, 2015 and December 31, 2014 are as follows:

September 30, 2015

 

Changes in Intangible Assets

  Easements
ThCh$
    Concessions
ThCh$
    Computer
Software
ThCh$
    Other Identifiable
Assets, Net
ThCh$
    Intangible Assets, Net
ThCh$
 

Opening balance 01/01/2015

    14,692,984        —          21,651,862        180,676        36,525,522   

Changes in identifiable intangible assets

         

Increases other than from business combinations

    109,691        —          3,850,728        —          3,960,419   

Increase (decrease) from exchange differences, net

    —          —          359,401        (51,402     307,999   

Amortization (1)

    —          —          (3,255,339     (19,300     (3,274,639

Increases (decreases) from transfers and other changes

    (246,573     —          174,920        357,843        286,190   

Increases (decreases) from transfers

    —          —          55,625        —          55,625   

Increases (decreases) from other changes

    (246,573     —          119,295        357,843        230,565   

Disposals and removals from service

    (80,002     —          —          —          (80,002

Disposals

    (80,002     —          —          —          (80,002

Removal from service

    —          —          —          —          —     

Decreases classified as held for sale

    —          —          —          —          —     

Total changes in identified intangible assets

    (216,884     —          1,129,710        287,141        1,199,967   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance 9/30/2015

    14,476,100        —          22,781,572        467,817        37,725,489   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

December 31, 2014

 

Changes in Intangible Assets

  Easements
ThCh$
    Concessions
ThCh$
    Computer
Software
ThCh$
    Other Identifiable
Assets, Net
ThCh$
    Intangible Assets, Net
ThCh$
 

Opening balance 01/01/2014

    14,517,212        6,951,508        15,991,138        110,947        37,570,805   

Changes in identifiable intangible assets

         

Increases (decreases) other than from business combinations

    (19,567     —          8,568,249        —          8,548,682   

Increase (decrease) from exchange differences, net

    —          —          6,303        4,577        10,880   

Amortization (1)

    —          (2,546,894     (3,400,009     (7,207     (5,954,110

Increases (decreases) from transfers and other changes

    195,339        1        489,030        72,359        756,729   

Increases (decreases) from transfers

    195,339        1        (195,339     (1     —     

Increases (decreases) from other changes

    —          —          684,369        72,360        756,729   

Disposals and removals from service

    —          —          (2,849     —          (2,849

Disposals

    —          —          —          —          —     

Removal from service

    —          —          (2,849     —          (2,849

Decreases classified as held for sale (2)

    —          (4,404,615     —          —          (4,404,615

Total changes in identified intangible assets

    175,772        (6,951,508     5,660,724        69,729        (1,045,283
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance 12/31/2014

    14,692,984        —          21,651,862        180,676        36,525,522   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 30.
(2) See Note 13.

According to the Combined Group’s management estimates and projections, the expected future cash flows attributable to intangible assets allow the recovery of the carrying amount of these assets recorded as of September 30, 2015 (See Note 3.e).

 

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Table of Contents
16. GOODWILL

The following table shows goodwill by the Cash-Generating Unit or group of Cash-Generating Units to which it belongs and changes as of September 30, 2015 and December 31, 2014:

 

Company

 

Cash Generating Unit

  Opening
Balance
1/1/2014
ThCh$
    Increase/
(Decrease)

ThCh$
    Foreign
Currency
Translation
ThCh$
    Closing
Balance
12/31/2014
ThCh$
    Foreign
Currency
Translation
ThCh$
    Closing
Balance
9/30/2015
ThCh$
 

Empresa Eléctrica de Colina Ltda.

 

Empresa Eléctrica de Colina Ltda.

    2,240,478        —          —          2,240,478        —          2,240,478   

Compañía Eléctrica Tarapaca S.A.

 

Generación Chile—SING

    4,656,105        —          —          4,656,105        —          4,656,105   

Chilectra S.A.

  Chilectra S.A.     128,374,362        —          —          128,374,362        —          128,374,362   

Empresa Nacional de Electricidad S.A

 

Generación Chile—SIC

    731,782,459        —          —          731,782,459        —          731,782,459   

Inversiones GasAtacama Holding Ltda. (1)

 

Inversiones GasAtacama Holding

    —          18,737,737        1,466,514        20,204,251        —          20,204,251   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

      867,053,404        18,737,737        1,466,514        887,257,655        —          887,257,655   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Notes 2.4.1 and 5.

According to the Enersis management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow recovery of its carrying amount as of September 30, 2015 (See Note 3.e).

The origin of the goodwill is detailed below:

1.- Empresa Eléctrica de Colina Ltda.

On September 30, 1996, Chilectra S.A. acquired 100% of the company Empresa Eléctrica de Colina Ltda. from the investment company Saint Thomas S.A., which is neither directly nor indirectly related to Chilectra S.A.

2.- Empresa Eléctrica Pangue S.A.

On July 12, 2002, Endesa Chile acquired 2.51% of the shares of Empresa Eléctrica Pangue S.A. through a put option held by the minority shareholder International Finance Corporation (IFC).

On May 2, 2012, Empresa Eléctrica Pangue S.A. merged with Compañía Eléctrica San Isidro S.A.; with the latter company being the surviving entity.

3.- Compañía Eléctrica San Isidro S.A.

On August 11, 2005, Endesa Chile acquired the shares of company Inversiones Lo Venecia Ltda., whose only asset was a 25% interest in the company San Isidro S.A. (minority shareholder purchase). On September 1, 2013, Compañía Eléctrica San Isidro S.A. was merged with Endesa Eco S.A., being the latter the surviving entity. Subsequently, on November 1, 2013, Endesa Eco S.A. was merged with Compañía Eléctrica Tarapacá, being the latter the surviving entity.

 

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Table of Contents

4.- Chilectra S.A.

In November 2000, Enersis S.A. acquired an additional 25.4% interest in Chilectra S.A. through a purchasing power of attorney in a public bidding process, reaching a 99.99% stake in the company.

5.- Empresa Nacional de Electricidad S.A.

On May 11, 1999, Enersis S.A. acquired an additional 35% in Endesa Chile in a public bidding process on the Santiago Stock Exchange and by buying shares in the U.S. (30% and 5%, respectively), reaching a 60% interest in the generation company.

6.- Inversiones GasAtacama Holding Limitada.

On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada that was owned at that time by Southern Cross Latin America Private Equity Fund III L.P (see Notes 2.4.1 and 5).

 

17. PROPERTY, PLANT AND EQUIPMENT -

The following table shows property, plant and equipment as of September 30, 2015 and December 31, 2014:

 

Classes of Property, Plant and Equipment, Net

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Property, Plant and Equipment, Net

     3,349,115,618         3,283,760,776   

Construction in progress

     524,171,727         526,367,579   

Land

     71,363,995         61,050,488   

Buildings

     13,827,814         10,149,650   

Plant and equipment

     2,701,054,113         2,626,471,521   

Fixtures and fittings

     18,266,957         38,649,832   

Other property, plant and equipment under financial lease

     20,431,012         21,071,706   

 

Classes of Property, Plant and Equipment, Gross

   9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Property, Plant and Equipment, Gross

     6,234,020,347         6,080,079,331   

Construction in progress

     524,171,727         526,367,579   

Land

     71,363,995         61,050,488   

Buildings

     27,516,555         20,219,104   

Plant and equipment

     5,524,917,539         5,362,568,352   

Fixtures and fittings

     57,290,500         81,113,777   

Other property, plant and equipment under financial lease

     28,760,031         28,760,031   

 

Classes of Accumulated Depreciation and Impairment in Property, Plant and Equipment

   9-30-2015
ThCh$
    12-31-2014
ThCh$
 

Total Accumulated Depreciation and Impairment in Property, Plant and Equipment

     (2,884,904,729     (2,796,318,555

Buildings

     (13,688,741     (10,069,454

Plant and equipment

     (2,823,863,426     (2,736,096,831

Fixtures and fittings

     (39,023,543     (42,463,945

Other property, plant and equipment under financial lease

     (8,329,019     (7,688,325

 

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Table of Contents

The detail and changes in property, plant, and equipment during the nine months ended September 30, 2015 and year ended December 31, 2014 are as follows:

 

Changes in 2015

  Construction
in progress
ThCh$
    Land
ThCh$
    Buildings,
net
ThCh$
    Plant and
Equipment,
net

ThCh$
    Fixtures
and
Fittings,
net

ThCh$
    Other
Property,
Plant and
Equipment
under
Financial
Lease, Net
ThCh$
    Property,
Plant and
Equipment,
Net

ThCh$
 

Opening balance January 1, 2015

    526,367,579        61,050,488        10,149,650        2,626,471,521        38,649,832        21,071,706        3,283,760,776   
LOGO  

Increases other than from business combinations

    155,261,350        —          —          —          1,829,737        —          157,091,087   
 

Increases (decreases) from exchange differences, net

    (197,568     9,404        17,962        1,844,662        (388,011     —          1,286,449   
  Depreciation (2)     —          —          (536,429     (105,366,952     (2,518,423     (695,010     (109,116,814
 

Reversals of impairment losses recognized in profit or loss (2)

    —          —          —          109,557        —          —          109,557   
 

Increases (decreases) from transfers and other changes

    (153,405,336     317,427        22,987        154,980,041        1,235,243        (3,150,362     —     
 

Increases (decreases) for transfers

    (153,405,336     317,427        22,987        154,980,041        1,235,243        (3,150,362     —     
 

Increases (decreases) from transfers from constructions in progress

    (153,405,336     317,427        22,987        154,980,041        1,235,243        (3,150,362     —     
 

Increases (decreases) from other changes

    —          —          —          —          —          —          —     
  Disposals and removals of service     (289,393     (59,737     —          (3,495,241     (165,783     —          (4,010,154
  Disposals     —          —          —          —          —          —          —     
  Removals     (289,393     (59,737     —          (3,495,241     (165,783     —          (4,010,154
  Other increases (decreases)     (3,564,905     10,046,413        4,173,644        26,510,525        (20,375,638     3,204,678        19,994,717   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total changes     (2,195,852     10,313,507        3,678,164        74,582,592        (20,382,875     (640,694     65,354,842   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance September 30, 2015

    524,171,727        71,363,995        13,827,814        2,701,054,113        18,266,957        20,431,012        3,349,115,618   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Changes in 2014

  Construction
in progress
ThCh$
    Land
ThCh$
    Buildings,
net
ThCh$
    Plant and
Equipment,
net

ThCh$
    Fixtures
and
Fittings,
net
ThCh$
    Other
Property,
Plant and
Equipment
under
Financial
Lease, Net
ThCh$
    Property,
Plant and
Equipment,
Net

ThCh$
 

Opening balance January 1, 2014

    425,836,637        57,582,247        9,971,705        2,348,545,639        16,608,442        21,925,965        2,880,470,635   

LOGO

 

 

 

 

 

 

 

Increases other than from business combinations

    318,751,963        —          —          3,988        1,796,610        —          320,552,561   
 

Acquisitions through business combinations (1)

    10,802,165        3,216,432        —          171,934,310        13,707,484        —          199,660,391   
 

Increases (decreases) from exchange differences, net

    1,690,772        466,822        —          33,352,192        1,553,738        —          37,063,524   
  Depreciation (2)     —          —          (481,737     (118,822,062     (2,324,987     (854,258     (122,483,044
 

Impairment losses recognized in profit or loss (2)

    —          —          —          (12,529,820     —          —          (12,529,820
 

Increases (decreases) from transfers and other changes

    (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) for transfers

    (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) from transfers from constructions in progress

    (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) from other changes

                —     
 

Disposals and removals of service

    —          —          —          (392,778     (35,900     —          (428,678
 

Disposals

    —          —          —          —          —          —          —     
 

Removals

    —          —          —          (392,778     (35,900     —          (428,678
 

Other increases (decreases)

    (3,017,232     (215,087     —          (20,379,151     5,066,678        (1     (18,544,793
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 

Total changes

    100,530,942        3,468,241        177,945        277,925,882        22,041,390        (854,259     403,290,141   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2014

    526,367,579        61,050,488        10,149,650        2,626,471,521        38,649,832        21,071,706        3,283,760,776   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 2.4.1 and 5.
(2) See Note 30.

Additional information on property, plant and equipment, net

a) Main investments

Major additions to property, plant and equipment are investments in operating plants and new projects amounting to ThCh$157,091,087 and ThCh$320,552,561 as of September 30, 2015 and December 31, 2014, respectively. In the generation business the main investments include maintenance to plants of ThCh$101,148,732 and ThCh$253,740,453 as of September 30, 2015 and December 31, 2014, respectively. In the distribution business, major investments are network extensions and investments to optimize their operation, in order to improve the efficiency and quality of service, amounting to ThCh$43,206,709 and ThCh$62,680,946 as of September 30, 2015 and December 31, 2014, respectively.

 

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b) Finance leases

As of September 30, 2015 and December 31, 2014, property, plant and equipment includes ThCh$20,431,012 and ThCh$21,071,706, respectively, in leased assets classified as finance leases.

The present value of future lease payments derived from these finance leases is as follows:

 

     9-30-2015      12-31-2014  
   Gross
ThCh$
     Interest
ThCh$
     Present Value
ThCh$
     Gross
ThCh$
     Interest
ThCh$
     Present Value
ThCh$
 

Less than one year

     2,794,878         1,019,508         1,775,370         2,427,000         956,437         1,470,563   

From one to five years

     16,769,280         2,951,463         13,817,817         9,708,000         2,270,533         7,437,467   

More than five years

     5,674,204         505,280         5,168,924         11,601,579         1,386,143         10,215,436   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     25,238,362         4,476,251         20,762,111         23,736,579         4,613,113         19,123,466   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Leased assets primarily relate to a lease agreement for Electric Transmission Lines and Installations (Ralco-Charrúa 2X220 KV) entered into between Endesa Chile and Abengoa Chile S.A. The lease agreement has a 20-year maturity and bears interest at an annual rate of 6.5%.

c) Operating leases

The combined statements of income for the nine months ended September 30, 2015 and 2014 include ThCh$2,760,267 and ThCh$6,466,979, respectively, corresponding to operating lease contracts for material assets in operation.

As of September 30, 2015 and December 31, 2014, the total future lease payments under those contracts are as follows:

 

     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Less than one year

     6,856,644         8,566,303   

From one to five years

     17,178,624         16,634,394   

More than five years

     10,498,589         10,064,425   
  

 

 

    

 

 

 

Total

     34,533,857         35,265,122   
  

 

 

    

 

 

 

d) Other information

i) As of September 30, 2015 and December 31, 2014, the Combined Group had contractual commitments for the acquisition of property, plant and equipment amounting to ThCh$257,258,029 and ThCh$170,911,479, respectively.

ii) As of September 30, 2015 and December 31, 2014, the Combined Group does not have property, plant and equipment pledged as security for liabilities.

iii) The Combined Group and its combined entities have insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million limit in the case of generating companies and a €50 million limit for distribution companies, including business interruption coverage. Additionally, the Combined Group has Civil Liability insurance to meet claims from third parties with a €500 million limit. The insurance premiums associated with these policies are presented proportionally for each company in the caption “Prepaid expenses”.

iv) The situation of certain assets of our combined entity Endesa Chile has changed, primarily works and infrastructure for facilities built to support power generation in the SIC grid in 1998, due primarily to the installation in the SIC of new thermoelectric plants, the arrival of LNG, and new projects that will be

 

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starting up soon. This has resulted in a new supply configuration for the upcoming years, in which it is expected that these facilities will not need to be used. Accordingly, in 2009, an impairment loss of ThCh$43,999,600 was recognized for these assets, which is still in effect.

v) On October 16, 2012, Endesa Chile began the collection process on all of the bank performance bonds guaranteeing compliance with the works and correct, timely execution of these works as specified in the agreement “Bocamina Thermal Plant Expansion Project”, contract ACP-003.06. This is a turnkey project for a 350 MW coal-fired thermal generation plant (“the contract”) signed on July 25, 2007 between Empresa Nacional de Electricidad S.A. (“the owner”) and the consortium consisting of (i) the Chilean company Ingeniería y Construcción Tecnimont Chile y Compañía Limitada; (ii) the Italian company Tecnimont SpA; (iii) the Brazilian company Tecnimont do Brasil Construcao e Administracao de Projetos Ltda; (iv) the Slovakian company Slovenske Energeticke Strojarne a.s. (“SES”); and (v) the Chilean company Ingeniería y Construcción SES Chile Limitada; (all referred to collectively as “the Contractor” or “the Consortium”).

These performance bonds amounted to US$74,795,164.44 and UF 796,594.29 (approximately US$38,200,000). As of December 31, 2012 it was collected US$93,992,554 of these bonds. Collection made on these bank performance bonds reduced the capitalized cost overruns incurred by the company due to breach of contract.

On October 17, 2012, Endesa Chile filed an arbitration request with the International Chamber of Arbitration of Paris in order to enforce the rights conferred upon it under the Contract. On December 29, 2014, Endesa’s Board of Directors accepted and approved an agreement with the consortium that finalizes the arbitration process and grants full reciprocal settlement of the obligations. Consequently, as a result of final agreement reached at the end of 2014, Endesa Chile’s acquisition costs of the plant increased by US$125 million (ThCh$75,843,750 approximately), which were recognized as part of the acquisition cost of property, plant and equipment. The payment of these costs was made on April 6, 2015.

vi) At the end of 2012, our combined entity Compañía Eléctrica Tarapacá S.A. recognized an impairment loss for ThCh$12,578,098, an amount still in effect, to adjust the carrying amount of its Property, plant and equipment to their recoverable amount (see Note 3.e).

vii) At the end of 2014, our combined entity Endesa Chile SA, recognized an impairment loss provision for ThCh$12,581,947 related to the Punta Alcalde project. This impairment loss arises because the current definition of the project is not fully aligned with the strategy that the Combined Group is reformulating, particularly with regard to technological leadership, and to community and environmental sustainability. Endesa Chile has decided to suspend the project as its profitability is still unclear (see Note 3.e).

 

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18. INVESTMENT PROPERTY

The detail and changes in investment property during the nine months ended September 30, 2015 and year ended December 31, 2014, are as follows:

 

     Investment
Properties,
Gross
     Accumulated
Depreciation,
Amortization and
Impairment
     Investment
Properties, Net
 

Investment Properties

   ThCh$      ThCh$      ThCh$  

Balance at January 1, 2014

     47,047,605         (2,170,556      44,877,049   
  

 

 

    

 

 

    

 

 

 

Additions

     1,463,242         —           1,463,242   

Disposals

     (1,806,675      —           (1,806,675

Disposals related to the sale of combined entities (1)

     (36,040,698      —           (36,040,698

Depreciation expense

     —           (30,483      (30,483

Impairment losses recognized in income statement

     —           52,127         52,127   
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2014

     10,663,474         (2,148,912      8,514,562   
  

 

 

    

 

 

    

 

 

 

Disposals

     (1,724,812      1,387,042         (337,770

Depreciation expense

     —           (20,189      (20,189

Impairment reversals recognized in income statement

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Balance at September 30, 2015

     8,938,662         (782,059      8,156,603   
  

 

 

    

 

 

    

 

 

 

 

  (1) See Note 32.

The sale prices of investment properties disposed of during the nine months ended September 30, 2015 and 2014 were ThCh$1,800,933 and ThCh$6,665,449, respectively.

- Fair value measurement and hierarchy

As of September 30, 2015, the fair value of the Combined Group’s investment properties was ThCh$12,272,521 which was determined using independent appraisals.

The fair value measurement for these investment properties was categorized as Level 2. (See Note 3h)

For the nine months ended September 30, 2015 and 2014, the detail of income and expenses from investment properties is as follows:

 

     Balance at  
     9-30-2015      9-30-2014
(Unaudited)
 

Income and expense from investment properties

   ThCh$      ThCh$  

Rental income from investment properties

     121,919         223,750   

Income from the sale of investment properties (*)

     1,800,933         6,665,448   

Direct operating expense from investment properties generating rental income

     (118,283      (166,924

Direct operating expense from investment properties not generating rental income (*)

     (337,770      (1,378,073
  

 

 

    

 

 

 

Total

     1,466,799         5,344,201   
  

 

 

    

 

 

 

 

  (*) See Note 32.

The Combined Group has no repair, maintenance, acquisition, construction or development agreements that represent future obligations for the Combined Group as of September 30, 2015 and December 31, 2014.

 

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The Combined Group has insurance policies to cover operational risks of its investment properties, as well as to cover legal claims against the Combined Group that could potentially arise from exercising its business activity. Management considers that the insurance policy coverage is sufficient against the risks involved.

 

19. DEFERRED TAXES

a. The origination and changes in deferred tax assets and liabilities as of September 30, 2015 and December 31, 2014 are as follows:

 

Deferred Tax Assets

  Deferred Tax Assets Relating To     Deferred
Tax Assets
 
  Accumulated
depreciation
    Provisions     Post-
employment
benefit
obligations
    Revaluation
of financial
instruments
    Tax loss
carryforwards
    Other    
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2015

    190,823        5,798,306        162,365        —          4,851,839        1,961,762        12,965,095   

LOGO

 

 

Increase (decrease) in profit or loss

    4,395,198        7,233,099        (570,699     —          6,900,373        (2,410,942     15,547,029   
 

Increase (decrease) in other comprehensive income

    —          —          628,836        —          —          —          628,836   
 

Foreign currency translation

    —          —          —          —          —          —          —     
 

Other increases (decreases)

    462,024        (10,170,118     73,354        —          (191,991     935,324        (8,891,407
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance September 30, 2015

    5,048,045        2,861,287        293,856        —          11,560,221        486,144        20,249,553   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deferred Tax Assets

  Deferred Tax Assets Relating To     Deferred
Tax Assets
 
  Accumulated
depreciation
    Provisions     Post-
employment
benefit
obligations
    Revaluation
of financial
instruments
    Tax loss
carryforwards
    Other    
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2014

    1,409,000        2,471,333        —          —          1,710,288        5,660,926        11,251,547   
LOGO  

Increase (decrease) in profit or loss

    (1,110,934     3,894,698        (1,218,281     (1,716     6,297,437        6,750,316        14,611,520   
 

Increase (decrease) in other comprehensive income

    —          —          4,488,450        1,716        —          (1,084     4,489,082   
 

Acquisitions through business combinations under common control (1)

    —          879,716        —          —          537,932        974,883        2,392,531   
 

Disinvestment through selling businesses

    (107,241     (34,403     —          —          (329,845     (5,816,292     (6,287,781
 

Foreign currency translation

    —          361,135        —          —          —          155,705        516,840   
 

Transfers to (from) Non-current assets and disposals group held for sale

    —          (29,583     (1,761     —          (1,448,281     (1,142,270     (2,621,895
 

Other increases (decreases)

    (2     (1,744,590     (3,106,043     —          (1,915,692     (4,620,422     (11,386,749
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2014

    190,823        5,798,306        162,365        —          4,851,839        1,961,762        12,965,095   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
depreciation
    Provisions     Post-
employment
benefit
obligations
    Revaluation
of financial
instruments
    Other    
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2015

    252,995,247        379        16,498        —          2,210,542        255,222,666   

LOGO

 

Increase (decrease) in profit or loss

    (1,711,840     (264     3,019        —          (1,499,107     (3,208,192
 

Increase (decrease) in other comprehensive income

    —          —          (894     —          (199,530     (200,424
 

Foreign currency translation

    20,571        —          —          —          —          20,571   
 

Other increases (decreases)

    (24,550,391     —          (18,466     —          363,132        (24,205,725
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance September 30, 2015

    226,753,587        115        157        —          875,037        227,628,896   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
depreciation
    Provisions     Post-
employment
benefit
obligations
    Revaluation
of financial
instruments
    Other    
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2014

    172,945,228        —          20,818        3,933,526        1,649        176,901,221   

LOGO

 

 

 

Increase (decrease) in profit or loss

    60,395,908        379        (457,558     (4,490,773     1,399,160        56,847,116   
 

Increase (decrease) in other comprehensive income

    —          —          (20,511     557,247        378        537,114   
 

Acquisitions through business combinations under common control (1)

    27,088,856        —          —          —          1,834,311        28,923,167   
 

Disinvestment through selling businesses

    —          —          —          —          —          —     
 

Foreign currency translation

    3,324,089        —          —          —          77,065        3,401,154   
 

Transfers to (from) Non-current assets and disposals group held for sale

    —                  —     
 

Other increases (decreases)

    (10,758,834     —          473,749        —          (1,102,021     (11,387,106
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2014

    252,995,247        379        16,498        —          2,210,542        255,222,666   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (1) See Note 2.4.1 and 5.

Recovery of deferred tax assets will depend on whether sufficient tax profits will be obtained in the future. The Combined Group believes that the future profit projections for its combined entities will allow these assets to be recovered.

b. As of September 30, 2015, the Combined Group does not have unrecognized deferred tax assets related to tax loss carryforwards. As of December 31, 2014, the Combined Group has unrecognized deferred tax assets related to tax loss carryforwards totaling ThCh$351,900, respectively. See Note 3.o.

The Combined Group has not recognized deferred tax liabilities for taxable temporary differences associated with investment in combined entities and joint ventures, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. As of September 30, 2015 and December 31, 2014, the aggregate of taxable temporary differences associated with investments in combined entities and joint ventures for which deferred tax liabilities have not been recognized totaled ThCh$547,222,564 and ThCh$426,167,022, respectively.

Additionally, the Combined Group has not recognized deferred tax asset for deductible temporary differences which as of September 30, 2015 and December 31, 2014, totaled ThCh$1,167,394,420 and ThCh$966,314,793, respectively, as it is not probable that sufficient future taxable profits exist to recover such temporary differences.

The Combined Group companies are potentially subject to income tax audits by the Chilean tax regulator and are limited to three tax years after which tax audits over those years can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The tax years potentially subject to examination are 2012 through 2014.

Given the range of possible interpretations of tax standards, the results of any future inspections carried out by Chilean tax authority for the years subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, management estimates that the liabilities, if any, that may arise from such tax audits, would not significantly impact the Combined Group’s future results.

 

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The effects of deferred tax on the components of other comprehensive income for the nine months ended September 30, 2015 and 2014 are as follows:

 

Effects of Deferred Tax on the
Components of Other

Comprehensive Income

   9/30/2015     9/30/2014
(Unaudited)
 
   Amount
Before Tax
    Income
Tax
Expense
(Benefit)
    Amount
After Tax
    Amount
Before Tax
    Income
Tax
Expense
(Benefit)
    Amount
After Tax
 
   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Available-for-sale financial assets

     3,314        (895     2,419        6,296        (2,663     3,633   

Cash flow hedge

     (115,919,728     30,136,391        (85,783,337     (107,869,719     24,111,073        (83,758,646

Share of other comprehensive income from associates and joint ventures accounted for using the equity method

     151,687        —          151,687        13,239,766        —          13,239,766   

Foreign currency translation

     2,952,588        —          2,952,588        8,617,612        —          8,617,612   

Actuarial gains(losses) on defined-benefit pension plans

     (2,332,333     629,730        (1,702,603     —          1,100,658        1,100,658   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax related to components of other comprehensive income

     (115,144,472     30,765,226        (84,379,246     (86,006,045     25,209,068        (60,796,977
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

c. In Chile, Law No. 20,780 was published in the Official Gazette on September 29, 2014. It changes the income tax system and other taxes, by replacing the current tax system in 2017 with two alternative tax systems: the attributed income system and partially integrated system.

This Law gradually increases the rate of income tax on corporate income. Thus, it will increase to 21% in 2014, to 22.5% in 2015 and to 24% in 2016. As from 2017 taxpayers choosing the attributed income system will be subject to a rate of 25%, while companies choosing the partially integrated system will be subject to a rate of 25.5% in 2017 and 27% in 2018.

Furthermore, this Law establishes that the partially integrated system will apply by default to open stock companies, unless a future Extraordinary Shareholders’ Meeting agrees to adopt the attributed income system.

The Combined Group assumes that, since an Extraordinary Shareholders’ Meeting has not agreed to adopt the alternative system, the partially integrated system applies by default. Therefore, changes in deferred tax assets and liabilities as a direct effect of the increase in the corporate income tax rate have been recognized in profit or loss. Specifically, for the year ended December 31, 2014 the net charge against income was a loss of ThCh$66,669,816.

 

20. OTHER FINANCIAL LIABILITIES

The balances of other financial liabilities as of September 30, 2015 and December 31, 2014, are as follows:

 

Other Financial Liabilities

   9-30-2015      12-31-2014  
   Current ThCh$      Non-current
ThCh$
     Current ThCh$      Non-current
ThCh$
 

Interest-bearing borrowings

     21,384,656         817,272,530         143,170,408         743,672,174   

Hedging derivatives (*)

     2,173,667         79,617,049         667,153         28,176,011   

Non-hedging derivatives (**)

     7,906,733         13,326,503         2,526,798         6,286,982   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     31,465,056         910,216,082         146,364,359         778,135,167   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (*) See Note 22.2.a
  (**) See Note 22.2.b

 

F-66


Table of Contents

20.1 Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of September 30, 2015 and December 31, 2014, is as follows:

 

Classes of Loans that Accrue Interest

   9-30-2015      12-31-2014  
   Current
ThCh$
     Non-current
ThCh$ 
     Current
ThCh$
     Non-current
ThCh$
 

Bank loans

     588,902         —           1,008,956         —     

Unsecured obligations

     19,020,384         798,285,789         140,690,889         726,019,271   

Financial leases

     1,775,370         18,986,741         1,470,563         17,652,903   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     21,384,656         817,272,530         143,170,408         743,672,174   
  

 

 

    

 

 

    

 

 

    

 

 

 

Bank loans by currency and contractual maturity as of September 30, 2015 and December 31, 2014, are as follows:

Summary of bank loans by currency and maturity

 

Country

   Currency      Nominal
Interest
Rate
    Secured/
Unsecured
    Current     Non-current  
          Maturity     Total
Current
at
9/30/2015
    Maturity     Total
Non-
current at
9/30/2015
 
          One to
three
months
    Three to
twelve
months
      One to
two
years
    Two to
three
years
    Three
to
four
years
    Four
to five
years
    Over
five
years
   
          ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

   US$           5.98     Unsecured        588,288        —          588,288        —          —          —          —          —          —     

Chile

   Ch$           5.50     Unsecured        614        —          614        —          —          —          —          —          —     
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    588,902        —          588,902        —          —          —          —          —          —     
         

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

   Currency     Nominal
Interest

Rate
    Secured/
Unsecured
    Current     Non-current  
         Maturity     Total
Current at
12/31/2014
    Maturity     Total
Non-
current at
12/31/2014
 
         One to
three
months
    Three to
twelve
months
      One
to two
years
    Two to
three years
    Three
to
four
years
    Four to
five
years
    Over
five
years
   
         ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

   US$          5.98     Unsecured        —          1,007,362        1,007,362        —          —          —          —          —          —     

Chile

   Ch$          5.47     Unsecured        1,594        —          1,594        —          —          —          —          —          —     
        

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    1,594        1,007,362        1,008,956        —          —          —          —          —          —     
        

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value measurement and hierarchy

The fair value of current and non-current bank borrowings as of September 30, 2015 and December 31, 2014, totaled ThCh$572,498 and ThCh$1,027,794, respectively. The fair value measurement of borrowings have been categorized as Level 2 (see Note 3.h).

 

F-67


Table of Contents

– Identification of bank borrowings by company

 

Taxpayer
ID Number

  Company   Country   Taxpayer
ID number
  Financial Institution   Country   Currency   Effective
interest
rate
    Nominal
interest
rate
    Amortization   September 30, 2015  
                    Current ThCh$     Non-current ThCh$  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One
to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.   Chile   97.004.000-5   Lines of Credit   Chile   Ch$     6.00     6.00   Other     29        —          29        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   B.N.P. Paribas   U.S.A   US$     6.32     5.98   Semi-annually     588,288        —          588,288        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander   Chile   Ch$     6.00     6.00   Monthly     581        —          581        —          —          —          —          —          —     

94.271.00-3

  Enersis S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     4.50     4.50   At maturity     4        —          4        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    588,902        —          588,902        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Taxpayer
ID Number

  Company   Country   Taxpayer
ID number
  Financial Institution   Country   Currency   Effective
interest
rate
    Nominal
interest
rate
    Amortization   December 31, 2014  
                    Current ThCh$     Non-current ThCh$  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One
to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.   Chile   97.004.000-5   Lines of Credit   Chile   Ch$     6.00     6.00   Other     133        —          133        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   B.N.P. Paribas   U.S.A   US$     6.32     5.98   Semi-annually     —          1,007,362        1,007,362        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander   Chile   Ch$     6.00     6.00   Monthly     1,338        —          1,338        —          —          —          —          —          —     

94.271.00-3

  Enersis S.A.   Chile   97.004.000-5   Banco Santander Chile   Chile   Ch$     4.50     4.50   At maturity     123        —          123        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,594        1,007,362        1,008,956        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No.4, letter a), presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the bank loans detailed above.

 

F-68


Table of Contents

20.2 Unsecured liabilities

The detail of Unsecured Liabilities by currency and maturity as of September 30, 2015 and December 31, 2014, is as follows:

Summary of unsecured liabilities by currency and maturity

 

Country

  Currency     Nominal
Annual
Rate
    Secured/
Unsecured
                      Non-Current  
        Maturity    

Total
Current
9/30/2015

    Maturity    

Total Non-

Current

9/30/2015

 
       

One to

three
months

   

Three to

Twelve
months

      One to
two
years
    Two to
three
years
   

Three to

four years

   

Four to

five years

   

More than

five years

   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    US$        7.24     Unsecured        4,659,697        8,270,539        12,930,236          —          11,521,315        23,042,627        477,429,312        511,993,254   

Chile

    U.F.        6.34     Unsecured          6,090,148        6,090,148        5,272,153        5,272,153        5,272,153        5,272,153        265,203,923        286,292,535   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    4,659,697        14,360,687        19,020,384        5,272,153        5,272,153        16,793,468        28,314,780        742,633,235        798,285,789   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Country

  Currency     Nominal
Annual
Rate
    Secured/
Unsecured
                      Non-Current  
        Maturity    

Total
Current
12/31/2014

    Maturity    

Total Non-

Current
12/31/2014

 
        One to
three
months
   

Three to

Twelve

months

      One to
two
years
   

Two to

three
years

   

Three to

four years

   

Four to

five years

   

More than

five years

   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

    US$        7.17     Unsecured        10,600,825        123,527,558        134,128,383        —          —          —          —          419,950,580        419,950,580   

Chile

    U.F.        5.57     Unsecured        —          6,562,506        6,562,506        5,122,437        5,122,437        5,122,437        27,510,710        263,190,670        306,068,691   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  

    10,600,825        130,090,064        140,690,889        5,122,437        5,122,437        5,122,437        27,510,710        683,141,250        726,019,271   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

20.3 Secured liabilities

As of September 30, 2015 and December 31, 2014, there were no secured liabilities.

Fair value measurement and hierarchy

The fair value of current and non-current unsecured liabilities as of September 30, 2015 and December 31, 2014, totaled ThCh$996,314,917 and ThCh$1,088,491,056, respectively. The fair value measurement of these liabilities have been categorized as Level 2 (see Note 3.h).

 

F-69


Table of Contents

- Unsecured liabilities by company

 

Taxpayer ID
Number

 

Company

 

Country

  Taxpayer ID
Number
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured     September 30, 2015  
                    Current ThCh$     Non-Current ThCh$  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander 522
Serie-M
  Chile   U.F.     4.82     4.75     No        —          3,454,071        3,454,071        —          —          11,521,315        23,042,627        215,329,906        249,893,848   

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander -317
Serie-H
  Chile   U.F.     7.17     6.20     No        4,659,697        2,636,077        7,295,774        5,272,153        5,272,153        5,272,153        5,272,153        41,790,675        62,879,287   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon - 144 - A   USA   US$     8.83     8.63     No        —          —          —          —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-2
  USA   US$     7.40     7.33     No        —          593,705        593,705        —          —          —          —          48,885,654        48,885,654   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-3
  USA   US$     8.26     8.13     No        —          376,036        376,036        —          —          —          —          22,789,356        22,789,356   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon - Unica
24296
  USA   US$     4.32     4.25     No        —          5,444,193        5,444,193        —          —          —          —          271,141,327        271,141,327   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-1
  USA   US$     7.96     7.88     No        —          1,856,605        1,856,605        —          —          —          —          142,696,317        142,696,317   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total Unsecured Bonds        4,659,697        14,360,687        19,020,384        5,272,153        5,272,153        16,793,468        28,314,780        742,633,235        798,285,789   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Taxpayer
ID Number

 

Company

 

Country

  Taxpayer ID
Number
  Financial Institution   Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured     December 31, 2014  
                    Current ThCh$     Non-Current ThCh$  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander 522
Serie-M
  Chile   U.F.     4.82     4.75     No        4,098,882        —          4,098,882        —          —          —          22,388,273        220,251,255        242,639,528   

91.081.000-6

  Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander -317
Serie-H
  Chile   U.F.     7.17     6.20     No        1,310,741        —          1,310,741        5,122,437        5,122,437        5,122,437        5,122,437        42,939,415        63,429,163   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon - 144 - A   USA   US$     8.83     8.63     No        830,186        —          830,186        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-2
  USA   US$     7.40     7.33     No        4,361,016        121,350,000        125,711,016        —          —          —          —          42,390,409        42,390,409   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-3
  USA   US$     8.26     8.13     No        —          2,177,558        2,177,558        —          —          —          —          18,905,448        18,905,448   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon - Unica
24296
  USA   US$     4.32     4.25     No        —          6,054,055        6,054,055        —          —          —          —          234,941,377        234,941,377   

91.081.000-6

  Endesa Chile S.A.   Chile   Foreign   BNY Mellon -
Primera Emisión S-1
  USA   US$     7.96     7.88     No        —          508,451        508,451        —          —          —          —          123,713,346        123,713,346   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total Unsecured Bonds        10,600,825        130,090,064        140,690,889        5,122,437        5,122,437        5,122,437        27,510,710        683,141,250        726,019,271   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No. 4, letter b) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

F-70


Table of Contents

- Detail of finance lease obligations

 

Taxpayer ID
Number

 

Company

  Country   Taxpayer ID
Number
  Financial
Institution
  Country     Currency     Nominal
Interest
Rate
    September 30, 2015  
                Current     Non-Current ThCh$  
                Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three
to four
years
    Four
to five
years
    More
than five
years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.   Chile   87.509.100-K   Abengoa Chile     Chile      US$          6.50     —          1,775,370        1,775,370        2,794,880        2,557,749        1,920,774        2,045,625        9,667,713        18,986,741   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total Leasing        —          1,775,370        1,775,370        2,794,880        2,557,749        1,920,774        2,045,625        9,667,713        18,986,741   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Taxpayer ID
Number

 

Company

  Country   Taxpayer ID
Number
  Financial
Institution
  Country     Currency     Nominal
Interest
Rate
    December 31, 2014  
                Current     Non-Current  
                Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three
to four
years
    Four
to five
years
    More
than five
years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.   Chile   87.509.100-K   Abengoa Chile     Chile      US$          6.50     —          1,470,563        1,470,563        2,427,000        1,566,150        1,667,950        1,776,367        10,215,436        17,652,903   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total Leasing        —          1,470,563        1,470,563        2,427,000        1,566,150        1,667,950        1,776,367        10,215,436        17,652,903   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No. 4 letter c) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the finance lease obligations detailed above.

20.4 Hedged debt

The U.S. dollar denominated debt of the Combined Group that is designated as cash flow hedge, as referenced in Note 3.m, was ThCh$801,537,707 and ThCh$608,113,125 as of September 30, 2015 and December 31, 2014.

The following table details changes in “Reserve for cash flow hedges” as of September 30, 2015 and December 31, 2014, due to exchange differences of this debt:

 

     9-30-2015      12-31-2014  

Balance in hedging reserves (hedging income) at the beginning of the period, net

     (39,805,097      (217,636

Foreign currency exchange differences recorded in equity, net

     (34,972,812      (30,045,776

Recognition of foreign currency exchange differences in profit and loss, net

     1,344,138         (9,541,685

Foreign currency translation differences

     —           —     
  

 

 

    

 

 

 

Balance in hedging reserves (hedging income) at the end of the period, net

     (74,433,772      (39,805,097
  

 

 

    

 

 

 

20.5 Other information

As of September 30, 2015 and December 31, 2014, the Combined Group has undrawn borrowing Facilities available for use amounting to ThCh$139,744,000 and ThCh$238,502,592, respectively.

 

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21. RISK MANAGEMENT POLICY

The Combined Group’s companies are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Combined Group’s risk management policy include the following:

 

    Compliance with good corporate governance standards.

 

    Strict compliance with all the Combined Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management;

 

  II. Criteria regarding counterparts;

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Enersis policies, standards, and procedures.

21.1 Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as the expected future cash flows of assets and liabilities subject to floating interest rates.

The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

In compliance with the current interest rate hedging policy, the proportion of fixed debt and/or hedged debt over the net total debt was 100% as of September 30, 2015.

Depending on the Combined Group’s estimates and on the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set floating rate at fixed rate.

The financial debt structure of the Combined Group detailed by the mostly strongly hedged fixed and floating interest rates on total net debt, net of hedging derivative instruments, is as follows:

Net position:

 

     9-30-2015
%
    12-31-2014
%
 

Fixed interest rate

     100     100

Floating interest rate

     —          —     

Total

     100     100

 

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21.2 Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Combined Group’s companies that is denominated in a currency other than that in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials and for corporate insurance policies in a currency other than that in which its cash flows are indexed.

 

    Income in the Combined Group companies directly linked to changes in currencies other than that of its cash flows.

In order to mitigate foreign currency risk, the Combined Group’s foreign currency risk management policy is based on cash flows and includes maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to comply with the policy are currency swaps and forward exchange contracts. In addition, the policy seeks to refinance debt in the functional currency of each of the Combined Group’s companies.

21.3 Commodities risk

The Combined Group has a risk exposure to price fluctuations in certain commodities, basically due to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Combined Group has designed a commercial policy that defines the levels of sales commitments in line with the capacity of its generating power plants in a dry year. It also includes risk mitigation terms in certain contracts with unregulated customers and with regulated customers subject to long-term tender processes, establishing indexation polynomials that allow for reducing commodities exposure risk.

Considering the operating conditions faced by the power generation market in Chile, with drought and highly volatile commodity prices on international markets, the Combined Group is constantly verifying the advisability of using hedging to lessen the impacts that these price swings have on its results. As of September 30, 2015, there are no commodity derivatives transactions. As of December 31, 2014, the Combined Group had swap hedges for 266,000 barrels of Brent oil for January 2015 and 350,000 MMBTU of Henry Hub gas for February 2015.

Depending on operating conditions, which are constantly being updated, these hedges may be modified or may cover other commodities.

21.4 Liquidity risk

The Combined Group maintains a liquidity risk management policy that consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

The projected needs mentioned above include maturities of financial debt, net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives, See Notes 20 and 22, and Appendix No. 4.

As of September 30, 2015 and December 31, 2014, the Combined Group has cash and cash equivalent totaling ThCh$85,160,333 and ThCh$132,985,927, respectively, and unconditionally available lines of long-term credit totaling ThCh$139,744,000 and ThCh$238,502,592, respectively.

 

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21.5 Credit risk

The Combined Group closely monitors its credit risk.

Trade receivables:

The credit risk for receivables from the Combined Group’s commercial activity has historically been very low, due to the short term period of collections from customers, resulting in non-significant cumulative receivables amounts. This situation applies to both the electricity generating and distribution lines of business.

In our electricity generating business, Chilean regulations allow the suspension of energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. The Combined Group monitors its credit risk on an ongoing basis and measures quantitatively its maximum exposure to payment default risk, which, as stated above, is very low.

In our electricity distribution companies, the suspension of energy service for customers in payment default is permitted in all cases, in accordance with current regulations. This facilitates our credit risk management, which is also low in this line of business.

Financial assets:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade where possible) with thresholds established for each entity.

Banks that have received investment grade ratings from the three major international rating agencies (Moody’s, S&P, and Fitch) are selected for making investments.

Investments may be backed with treasury bonds from the countries in which the Combined Group operates and/or with commercial papers issued by the highest rated banks; the latter are preferred, as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

21.6 Risk measurement

The Combined Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Combined Group, thereby reducing volatility in the income statement.

The VaR determined represents the potential variation in value of the portfolio of positions described above in one quarter with a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions including:

 

    U.S. dollar Libor interest rate.

 

    The exchange rates of the various currencies used in the calculation.

The calculation of VaR is based on generating possible future scenarios (at one quarter) of market values (both spot and term) for the risk variables based on the scenarios with observable inputs for a same period (quarter) during five years.

The one-quarter 95%-confidence VaR number is calculated as the 5% percentile of the potential variations in the fair value of the portfolio in one quarter.

Taking into account the assumptions described above, the one-quarter VaR was ThCh$14,191,075. This amount represent the potential increase of the Debt and Derivatives’ Portfolio, thus these Values at Risk are inherently related, among other factors, to the Portfolio’s value at each quarter’ end.

 

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22. FINANCIAL INSTRUMENTS

22.1 Financial instruments, classified by type and category

a) The detail of financial assets, classified by type and category, as of September 30, 2015 and December 31, 2014, is as follows:

 

    9-30-2015  
    Financial assets
held for
trading
    Financial assets
at fair value
with change in
profit or loss
    Held-to-maturity
investments
    Loans and
receivables
    Available-for-sale
financial assets
    Financial
derivatives
for hedging
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Derivative instruments

    5,157        —          —          —          —          585,915   

Other financial assets

    —          —          989,104        506,572,421        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    5,157        —          989,104        506,572,421        —          585,915   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity instruments

    —          —          —          —          3,036,226        —     

Derivative instruments

    —          —          —          —          —          19,787,148   

Other financial assets

    —          —          —          6,929,938        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-current

    —          —          —          6,929,938        3,036,226        19,787,148   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    5,157        —          989,104        513,502,359        3,036,226        20,373,063   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    12-31-2014  
    Financial assets
held for
trading
    Financial assets
at fair value
with change in
profit or loss
    Held-to-maturity
investments
    Loans and
receivables
    Available-for-sale
financial assets
    Financial
derivatives
for hedging
 
    ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Derivative instruments

    33,882        —          —          —          —          508,458   

Other financial assets

    —          —          948,788        595,033,855        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    33,882        —          948,788        595,033,855        —          508,458   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity instruments

    —          —          —          —          3,032,834        —     

Derivative instruments

    22,002        —          —          —          —          3,695,636   

Other financial assets

    —          —          —          7,496,412        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-current

    22,002        —          —          7,496,412        3,032,834        3,695,636   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    55,884        —          948,788        602,530,267        3,032,834        4,204,094   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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b) The detail of financial liabilities, classified by type and category, as of September 30, 2015 and December 31, 2014, is as follows:

 

     9-30-2015  
     Financial liabilities held
for trading
ThCh$
     Loans
and
payables
ThCh$
     Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

     —          21,384,656         —    

Derivative instruments

     7,906,733         —           2,173,667   

Other financial liabilities

     —           672,189,662         —    
  

 

 

    

 

 

    

 

 

 

Total Current

     7,906,733         693,574,318         2,173,667   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           817,272,530         —    

Derivative instruments

     13,326,503         —          79,617,049   

Other financial liabilities

     —           —          —    
  

 

 

    

 

 

    

 

 

 

Total Non-current

     13,326,503         817,272,530         79,617,049   
  

 

 

    

 

 

    

 

 

 

Total

     21,233,236         1,510,846,848         81,790,716   
  

 

 

    

 

 

    

 

 

 
     12-31-2014  
     Financial liabilities held
for trading
ThCh$
     Loans
and
payables
ThCh$
     Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

     —           143,170,408         —     

Derivative instruments

     2,526,798         —           667,153   

Other financial liabilities

     —           682,546,548         —     
  

 

 

    

 

 

    

 

 

 

Total Current

     2,526,798         825,716,956         667,153   
  

 

 

    

 

 

    

 

 

 

Interest-bearing loans

     —           743,672,174         —     

Derivative instruments

     6,286,982         —           28,176,011   

Other financial liabilities

     —           3,711,078         —     
  

 

 

    

 

 

    

 

 

 

Total Non-current

     6,286,982         747,383,252         28,176,011   
  

 

 

    

 

 

    

 

 

 

Total

     8,813,780         1,573,100,208         28,843,164   
  

 

 

    

 

 

    

 

 

 

22.2 Derivative instruments

The risk management policy of the Combined Group uses primarily interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Combined Group classifies its derivatives as follows:

 

    Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

 

    Fair value hedges: Those that hedge the fair value of the underlying hedged item.

 

    Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedge instruments are recorded at fair value with changes in net income (assets held for trading).

 

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a) Assets and liabilities for hedge derivative instruments

As of September 30, 2015 and December 31, 2014, financial derivative transactions qualifying as hedge instruments resulted in recognition of the following assets and liabilities in the combined statement of financial position:

 

     September 30, 2015  
     Assets      Liabilities  
     Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Exchange rate hedge:

     585,915         19,787,148         2,173,667         79,617,049   

Cash flow hedge

     585,915         19,787,148         2,173,667         79,617,049   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     585,915         19,787,148         2,173,667         79,617,049   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2014  
     Assets      Liabilities  
     Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Exchange rate hedge:

     508,458         3,695,636         667,153         28,176,011   

Cash flow hedge

     508,458         3,695,636         667,153         28,176,011   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     508,458         3,695,636         667,153         28,176,011   
  

 

 

    

 

 

    

 

 

    

 

 

 

General information on hedge derivative instruments

Hedge derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of

hedge

instruments

   Description of
hedge
instrument
  

Description of instrument
hedged

   Fair value of
instruments hedged
9-30-2015
ThCh$
    Fair value of
instruments hedged
12-31-2014
ThCh$
 

SWAP

   Exchange rate    Unsecured obligations (bonds)      (61,417,653     (24,639,070

For the nine months ended September 30, 2015 and 2014, the Combined Group has not recognized gains or losses for ineffective cash flow hedges.

The Combined Group has not entered into any fair value hedges for any of the periods reported.

b) Financial derivative instrument assets and liabilities at fair value through profit or loss

As of September 30, 2015 and December 31, 2014, financial derivative transactions recorded at fair value through profit or loss, resulted in the recognition of the following assets and liabilities in the statement of financial position:

 

    9-30-2015     12-31-2014  
    Current
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-Current
Assets
ThCh$
    Non-Current
Liabilities
ThCh$
    Current
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-Current
Assets
ThCh$
    Non-Current
Liabilities
ThCh$
 

Non-hedging derivative instrument

    5,157        7,906,733        —          13,326,503        33,882        2,526,798        22,002        6,286,982   

 

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c) Other information on derivatives

The following tables present the fair value of hedging and non-hedging derivatives entered into by the Combined Group as well as the remaining contractual maturities as of September 30, 2015 and December 31, 2014:

 

Financial derivatives

  September 30, 2015  
  Fair value
ThCh$
    Notional Amount  
    Less than
1 year
ThCh$
    1-2 years
ThCh$
    2-3 years
ThCh$
    3-4 years
ThCh$
    4-5 years
ThCh$
    Total
ThCh$
 

Interest rate hedge:

    —          —          —          —          —          —          —     

Cash flow hedge

    —          —          —          —          —          —          —     

Exchange rate hedge:

    (61,417,653     —          —          —          —          536,242,718        536,242,718   

Cash flow hedge

    (61,417,653     —          —          —          —          536,242,718        536,242,718   

Derivatives not designated for hedge accounting

    (21,228,079     51,894,501        51,987,038        37,442,611        —          —          141,324,149   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (82,645,732     51,894,501        51,987,038        37,442,611        —          536,242,718        677,566,867   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial derivatives

  December 31, 2014  
  Fair value
ThCh$
    Notional Amount  
    Less than
1 year
ThCh$
    1-2 years
ThCh$
    2-3 years
ThCh$
    3-4 years
ThCh$
    4-5 years
ThCh$
    Total
ThCh$
 

Interest rate hedge:

    —          —          —          —          —          —          —     

Cash flow hedge

    —          —          —          —          —          —          —     

Exchange rate hedge:

    (24,639,070     —          —          —          —          260,451,370        260,451,370   

Cash flow hedge

    (24,639,070     —          —          —          —          260,451,370        260,451,370   

Derivatives not designated for hedge accounting

    (8,757,896     65,572,071        46,908,791        45,078,924        19,426,499        —          176,986,285   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (33,396,966     65,572,071        46,908,791        45,078,924        19,426,499        260,451,370        437,437,655   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The hedging and non-hedging derivatives contractual maturities do not represent the Combined Group’s total risk exposure, as the amounts presented in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

 

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22.3 Fair value hierarchy

Financial instruments recognized at fair value in the combined statement of financial position are classified based on the hierarchy described in Note 3.h.

The following table presents financial assets and liabilities measured at fair value as of September 30, 2015 and December 31, 2014:

 

Financial Instruments Measured at Fair Value

     Fair Value Measured at End of Reporting Period
Using:
 
     9-30-2015
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     20,373,063         —           20,373,063         —     

Financial derivatives not designated for hedge accounting

     5,157         —           5,157         —     

Available-for-sale financial assets, non-current

     34,358         34,358         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     20,412,578         34,358         20,378,220         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     81,790,716         —           81,790,716         —     

Financial derivatives not designated for hedge accounting

     21,233,236         —           21,233,236         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     103,023,952         —           103,023,952         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Instruments Measured at Fair Value

     Fair Value Measured at End of Reporting Period
Using:
 
     12-31-2014
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     4,204,094         —           4,204,094         —     

Financial derivatives not designated for hedge accounting

     55,884         —           55,884         —     

Available-for-sale financial assets, non-current

     362,169         362,169         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,622,147         362,169         4,259,978         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     28,843,164         —           28,843,164         —     

Financial derivatives not designated for hedge accounting

     8,813,780         —           8,813,780         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     37,656,944         —           37,656,944         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

22.3.1 Financial instruments whose fair value measurement is classified as Level 3:

The Level 3 fair value is calculated by applying a traditional discounted cash flow method. These projected cash flows include assumptions internally developed by the company that are primarily based on estimates for prices and levels of energy production and firm capacity, as well as the costs of operating and maintaining some of our plants.

 

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None of the possible reasonable scenarios foreseeable in the assumptions mentioned in the above paragraph would result in a significant change in the fair value of the financial instruments included at this level. As of September 30, 2015 and December 31, 2014, there are no financial instruments whose fair value measurement is classified as Level 3.

 

23. TRADE AND OTHER CURRENT PAYABLES

The breakdown of Trade and Other Payables as of September 30, 2015 and December 31, 2014 is as follows:

 

     Current      Non-current  

Trade and other payables

   9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Trade payables

     172,464,331         141,406,478         —           —     

Other payables

     188,304,471         353,954,877         —           3,711,078   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     360,768,802         495,361,355         —           3,711,078   
  

 

 

    

 

 

    

 

 

    

 

 

 

The detail of Trade and Other Current Payables as of September 30, 2015 and December 31, 2014, is as follows:

 

     Current      Non-current  
        One to five years  

Trade and other payables

   9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Energy suppliers

     133,447,103         117,406,230         —           —     

Fuel and gas suppliers

     39,017,228         24,000,248         —           —     

Payables for goods and services

     151,095,688         239,620,155         —           —     

Dividends payable to non-controlling interests

     3,326,312         52,514,644         —           —     

Taxes payables other than income tax

     11,231,770         9,151,384         —           3,711,078   

VAT debit

     12,831,876         13,615,918         —           —     

Mitsubishi contract (LTSA)

     8,192,276         34,214,611         —           —     

Other payables

     1,626,549         4,838,165         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     360,768,802         495,361,355         —           3,711,078   
  

 

 

    

 

 

    

 

 

    

 

 

 

See Note 21.4 for the description of the liquidity risk management policy.

The detail of trade payables, both non-past due and past due as of September 30, 2015 and December 31, 2014, are presented in Appendix 7.

 

24. PROVISIONS

 

  a) The breakdown of provisions as of September 30, 2015 and December 31, 2014, is as follows:

 

Provisions

   Current      Non-current  
   9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Provision for legal proceedings

     13,038,463         5,113,728         3,241,846         2,397,507   

Decommissioning or restoration (1)

     —           —           57,822,922         25,572,428   

Other provisions

     6,516,354         6,509,786         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     19,554,817         11,623,514         61,064,768         27,969,935   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (1) See Note 3a

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the provisioned matters (See note 3.l)

 

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The management of Enersis Chile considers that the provisions recorded in the combined financial statements are adequate to cover the risks resulting from litigation.

 

  b) Changes in provisions as of September 30, 2015 and December 31, 2014, are as follows:

 

Changes in Provisions

   Legal Proceedings
ThCh$
    Decommissioning or
Restoration

ThCh$
     Other
Provisions
ThCh$
    Total
ThCh$
 

Balance at January 1, 2015

     7,511,235        25,572,428         6,509,786        39,593,449   

Additional provisions

     —          —           —          —     

Increase (decrease) in existing provisions

     9,738,885        31,036,569         6,568        40,782,022   

Provisions used

     —          —           —          —     

Increase from adjustment to time value of money

     —          1,213,925         —          1,213,925   

Foreign currency translation

     (969,811     —           —          (969,811

Other increase (decrease)

     —          —           —          —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Total changes in provisions

     8,769,074        32,250,494         6,568        41,026,136   
  

 

 

   

 

 

    

 

 

   

 

 

 

Balance at September 30, 2015

     16,280,309        57,822,922         6,516,354        80,619,585   
  

 

 

   

 

 

    

 

 

   

 

 

 

Changes in Provisions

   Legal Proceedings
ThCh$
    Decommissioning or
Restoration
ThCh$
     Other
Provisions
ThCh$
    Total
ThCh$
 

Balance at January 1, 2014

     13,364,904        17,691,002         37,566,817        68,622,723   

Additional provisions

     —          6,815,580         —          6,815,580   

Increase (decrease) in existing provisions

     (925,600     15,850         (31,043,430     (31,953,180

Provisions used

     (4,928,069     —           (13,601     (4,941,670

Increase from adjustment to time value of money

     —          1,049,996         —          1,049,996   

Foreign currency translation

     —          —           —          —     

Other increase (decrease)

     —          —           —          —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Total changes in provisions

     (5,853,669     7,881,426         (31,057,031     (29,029,274
  

 

 

   

 

 

    

 

 

   

 

 

 

Balance at December 31, 2014

     7,511,235        25,572,428         6,509,786        39,593,449   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

25. EMPLOYEE BENEFIT OBLIGATIONS

25.1 General information

The Combined Group provides various post-employment benefits for all or some of their active or retired employees. These benefits are calculated and recorded in the financial statements according to the criteria described in Note 3.l.1, and include primarily the following:

Defined benefit plans:

 

    Complementary pension: The beneficiary is entitled to receive a monthly amount that supplements the pension obtained from the respective social security system.

 

    Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the Combined Group, varies within a range from 5 to 15 years.

 

    Electricity: The beneficiary receives a monthly bonus to cover a portion of their billed residential electricity consumption.

 

    Health benefit: The beneficiary receives health coverage in addition to that to which they are entitled to under applicable social security regime.

 

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  25.2 Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with the defined benefits plan as of September 30, 2015 and December 31, 2014, are as follows:

General ledger accounts:

 

     9-30-2015
ThCh$
     12-31-2014
ThCh$
 

Post-employment obligations

     50,819,635         53,937,842   
  

 

 

    

 

 

 

Total

     50,819,635         53,937,842   
  

 

 

    

 

 

 

Total post-employment obligations, net

     50,819,635         53,937,842   
  

 

 

    

 

 

 

 

  b) The following amounts were recognized in the combined statement of comprehensive income for the nine months ended September 30, 2015 and 2014:

 

Expense Recognized in the Statement of Comprehensive Income

   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Current service cost for defined benefits plan

     1,539,535         1,365,665   

Interest cost for defined benefits plan

     1,734,791         1,562,832   

Past service costs

     —           331,581   
  

 

 

    

 

 

 

Expenses recognized in the Statement of Income

     3,274,326         3,260,078   
  

 

 

    

 

 

 

Gains (losses) from remeasurement of defined benefit plans

     2,332,333         —     
  

 

 

    

 

 

 

Total expense recognized in the Statement of Comprehensive Income

     5,606,659         3,260,078   
  

 

 

    

 

 

 

 

  c) The balance and changes in post-employment defined benefit obligations as of September 30, 2015 and December 31, 2014, are as follows:

 

Actuarial Value of Post-employment Obligations

   ThCh$  

Balance at January 1, 2014

     41,495,612   
  

 

 

 

Current service cost

     1,642,846   

Net Interest cost

     2,139,043   

Actuarial (gains) losses from changes in financial assumptions

     6,190,052   

Actuarial (gains) losses from changes in experience adjustments

     6,502,804   

Foreign currency translation

     (273,590

Benefits paid

     (5,007,250

Past service cost

     667,153   

Defined benefit plan obligations from business combinations

     1,297,048   

Transfers of employees

     (102,423

Other

     (613,453
  

 

 

 

Balance at December 31, 2014

     53,937,842   
  

 

 

 

Current service cost

     1,539,535   

Net Interest cost

     1,734,791   

Actuarial (gains) losses from changes in experience adjustments

     2,332,333   

Foreign currency translation

     (697

Benefits paid

     (8,328,124

Other

     (396,045
  

 

 

 

Balance at September 30, 2015

     50,819,635   
  

 

 

 

The Combined Group companies make no contributions to funds for financing the payment of these benefits.

 

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Other disclosures:

 

    Actuarial assumptions:

As of September 30, 2015 and December 31, 2014, the following assumptions were used in the actuarial calculation of defined benefits:

 

     9-30-2015      12-31-2014  

Discount rates used

     4.60      4.60

Expected rate of salary increases

     3.00      4.00

Mortality tables

     RV -2009         RV -2009   

 

    Sensitivity

As of September 30, 2015 and December 31, 2014, the sensitivity value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$3,903,525, and ThCh$3,886,938, respectively, if the rate rises, and an increase of ThCh$4,590,001 and ThCh$4,559,332, respectively, if the rate falls.

 

    Future disbursements

The estimates available indicate that ThCh$8,573,738 will be disbursed for defined benefit plans in the next year.

 

    Term of commitments

The Combined Group’s obligations have a weighted average length of 6.35 years, and the flow for benefits for the next five years and more is expected to be as follows:

 

Years

   ThCh$  

1

     8,573,738   

2

     4,881,554   

3

     4,423,747   

4

     4,989,801   

5

     4,388,053   

Over 5

     25,464,149   

 

26. EQUITY

26.1 Net assets (Combined financial statements)

As stated in Note 2.1 “Basis of preparation” Enersis Chile was not a group for Consolidated Financial Statements reporting purposes in accordance with IFRS 10 Consolidated Financial Statements and was presented on the basis of the aggregation of the net assets of the legal entities of Enersis group located in Chile. Since the combined group does not have any subscribed capital, a presentation of earnings per share in accordance with IAS 33 Earnings per Share, it is not applicable.

 

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26.2 Foreign currency translation reserves

The following table details currency translation adjustments attributable to Enersis Chile, for the nine months ended September 30, 2015 and 2014:

 

Reserves for Accumulated
Currency Translation Differences

   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Inversiones GasAtacama Holding Ltda.

     11,125,888         9,018,476   

GNL Quinteros

     477,445         (913,587

GNL Chile

     334,093         80,497   

Electrogas

     1,786,459         695,059   
  

 

 

    

 

 

 

TOTAL

     13,723,885         8,880,445   
  

 

 

    

 

 

 

26.3 Restrictions on combined companies transferring funds to the parent

Certain of the companies included in the Combined Group must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transferring of assets to Enersis Chile. The Combined Group’s restricted net assets as of September 30, 2015 from its combined entity Endesa Chile totaled ThCh$ 497,184,293.

26.4 Other reserves

Other reserves within Equity attributable to Enersis Chile for the nine months ended September 30, 2015 and 2014 are as follows:

 

     Balance at
January 1, 2015
ThCh$
     2015 Changes
ThCh$
     Balance at
September 30, 2015

ThCh$
 

Exchange differences on translation

     11,443,966         2,279,919         13,723,885   

Cash flow hedges

     (66,850,863      (51,708,486      (118,559,349

Available-for-sale financial assets

     14,046         2,414         16,460   

Other miscellaneous reserves

     (873,486,367      (1,211,361      (874,697,728
  

 

 

    

 

 

    

 

 

 

TOTAL

     (928,879,218      (50,637,514      (979,516,732
  

 

 

    

 

 

    

 

 

 
     Balance at
January 1, 2014
ThCh$
     2014 Changes
ThCh$
     Balance at
September 30, 2014

(Unaudited)
ThCh$
 

Exchange differences on translation

     3,628,184         5,252,261         8,880,445   

Cash flow hedges

     (6,258,379      (50,905,635      (57,164,014

Available-for-sale financial assets

     11,811         3,751         15,562   

Other miscellaneous reserves

     (877,246,493      (29,208,469      (906,454,962
  

 

 

    

 

 

    

 

 

 

TOTAL

     (879,864,877      (74,858,092      (954,722,969
  

 

 

    

 

 

    

 

 

 

 

  a) Reserves for exchange difference on translation arise from:

 

    Translation of the financial statements of our Chilean operations from their functional currencies to our presentation currency (i.e. Chilean peso) (see Note 2.6.3); and

 

    Translation of goodwill arising from the acquisition of Chilean operations with a functional currency other than the Chilean peso (see Note 3.c).

 

  b) Cash flow hedging reserves: These represent the cumulative portion of effective gains and losses recognized in cash flow hedges (see Note 3.g.5).

 

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  c) Other reserves

The main items and their effects are the following:

i) In accordance with Official Bulletin No. 456 from the SVS (Superintendencia de Valores y Seguros de Chile), included in this line item is the monetary correction corresponding to the accumulated paid-up capital from the date of our transition to IFRS, January 1, 2004, to December 31, 2008.

Please note that, while the Combined Group adopted the IFRS as its statutory accounting standards on January 1, 2013, the date of transition to that international standard used was the same as that used by its parent company, Endesa, S.A. (Spain), January 1, 2004. This results from applying the exemption for that purpose in IFRS 1, “First Time Adoption”.

ii) Foreign currency translation differences existing at the time of transition to IFRS (IFRS 1 exemption, First Time Adoption).

26.5 Non-controlling Interests

26.5.1 The detail of non-controlling interests

 

     Non-controlling financial interests  
     9-30-2015
%
  Equity      Profit (Loss)  

Companies

     9-30-2015
ThCh$
    12-31-2014
ThCh$
     9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 

Chilectra S.A.

   0.91%     6,919,775        6,096,609         918,471        770,118   

Empresa Nacional de Electricidad S.A

   40.02%     567,536,292        590,523,470         40,288,011        13,748,187   

Empresa Eléctrica Pehuenche S.A.

   7.35%     12,368,213        12,597,077         6,183,061        5,964,933   

Constructora y Proyectos Los Maitenes S.A.

   0.00%     —          —           —          2,878,558   

Sociedad Agrícola de Cameros Ltda.

   42.50%     2,455,754        2,483,339         (27,585     (35,408

Others

       (166,571     163,862         (1,035     211,793   
    

 

 

   

 

 

    

 

 

   

 

 

 

Total

       589,113,463        611,864,357         47,360,923        23,538,181   
    

 

 

   

 

 

    

 

 

   

 

 

 

 

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27. REVENUE AND OTHER INCOME

The detail of revenues presented in the combined statement of comprehensive income for the nine months ended September 30, 2015 and 2014, is as follows:

 

Revenues

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Energy sales

     1,650,442,562         1,367,941,145   
  

 

 

    

 

 

 

Generation

     822,300,521         626,980,501   

Regulated customers

     529,634,192         294,895,384   

Non-regulated customers

     188,137,634         269,237,640   

Spot market sales

     88,013,239         49,329,089   

Other customers

     16,515,456         13,518,388   

Distribution

     828,142,041         740,960,644   

Residential

     279,600,726         248,915,051   

Business

     234,704,933         209,921,548   

Industrial

     163,323,036         145,437,149   

Other consumers (1)

     150,513,346         136,686,896   
  

 

 

    

 

 

 

Other sales

     26,966,253         14,516,552   

Natural Gas sales

     13,819,660         4,125,174   

Sales of products and services

     13,146,593         10,391,378   
  

 

 

    

 

 

 

Revenue from other services

     76,491,160         94,949,990   

Tolls and transmission

     32,876,545         44,791,152   

Metering equipment leases

     3,266,019         3,132,696   

Public lighting

     8,220,190         6,220,583   

Other services (2)

     32,128,406         40,805,559   
  

 

 

    

 

 

 

Total operating income

     1,753,899,975         1,477,407,687   
  

 

 

    

 

 

 
     For the nine months ended  

Other Operating Income

   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Other income (3)

     8,298,934         21,454,312   
  

 

 

    

 

 

 

Total other income

     8,298,934         21,454,312   
  

 

 

    

 

 

 

 

  (1) For the nine months ended September 30, 2015, includes revenues from energy sales to municipalities for ThCh$66,363,345; government entities ThCh$32,054,705; hospitals and other related public health entities for ThCh$4,072,058; distribution companies for ThCh$34,578,458; agricultural sector entities for ThCh$7,369,069; and other for ThCh$4,748,326. For the nine months ended September 30, 2014, includes revenues from energy sales to municipalities for ThCh$49,769,397; government entities ThCh$23,961,279; hospitals and other related public health entities for ThCh$20,371,444; distribution companies for ThCh$31,030,858; agricultural sector entities for ThCh$5,478,091; and other for ThCh$5,903,629.

 

  (2) For the nine months ended September 30, 2015, includes services for construction of junctions for ThCh$12,336,330; works in specific facilities and networks for ThCh$16,706,596; and other services for ThCh$3,085,480. For the nine months ended September 30, 2014, includes services for construction of junctions for ThCh$11,445,324; tolls from concessions for ThCh$8,061,362; works in specific facilities and networks for ThCh$13,066,129; and other services for ThCh$8,232,744.

 

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  (3) Mainly related to indemnifications received from third-party for breach of contracts of ThCh$3,109,539 for the nine months ended September 30, 2015 (ThCh$15,153,482 for the nine months ended September 30, 2014); revenues from trading commodity derivatives for ThCh$1,800,995 for the nine months ended September 30, 2015 (ThCh$2,346,301 for the nine months ended September 30, 2014); and revenues from water sales of ThCh$1,184,961 for the nine months ended September 30, 2015.

 

28. RAW MATERIALS AND CONSUMABLES USED

The detail of raw materials and consumables used presented in profit or loss for the nine months ended September 30, 2015 and 2014, is as follows:

 

Raw Materials and Consumables Used

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Energy purchases

     (642,367,505      (611,229,791

Fuel consumption

     (289,424,648      (232,011,290

Transportation costs

     (129,577,583      (135,080,966

Other raw materials and consumables

     (90,457,489      (25,518,647
  

 

 

    

 

 

 

Total

     (1,151,827,225      (1,003,840,694
  

 

 

    

 

 

 

 

29. EMPLOYEE BENEFITS EXPENSE

Employee expenses recognized in profit or loss for the nine months ended September 30, 2015 and 2014, are as follows:

 

Employee Benefits Expense

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Wages and salaries

     (86,419,365      (86,333,458

Post-employment benefit obligations expense

     (1,539,535      (1,697,246

Social security and other contributions

     (14,336,795      (8,473,371
  

 

 

    

 

 

 

Total

     (102,295,695      (96,504,075
  

 

 

    

 

 

 

 

30. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

The detail of depreciation, amortization and impairment losses recognized for the nine months ended September 30, 2015 and 2014 are as follows:

 

     For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Depreciation

     (109,116,814      (89,164,852

Amortization

     (3,274,639      (4,225,008
  

 

 

    

 

 

 

Subtotal

     (112,391,453      (93,389,860

Reversal (losses) from impairment (*)

     (4,917,537      (1,075,487
  

 

 

    

 

 

 

Total

     (117,308,990      (94,465,347
  

 

 

    

 

 

 

 

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(*) Information on Impairment
Losses by Business
Segment

  Generation     Distribution     Other     Balance at  
  9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 

Financial assets (see Note 9c)

    —          189,544        (5,027,094     (1,265,031     —          —          (5,027,094     (1,075,487

Property, plant and equipment (see note 17)

    109,557        —          —          —          —          —          109,557        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    109,557        189,544        (5,027,094     (1,265,031     —          —          (4,917,537     (1,075,487
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

31. OTHER EXPENSES

Other miscellaneous operating expenses for the nine months ended September 30, 2015 and 2014, are as follows:

 

Other Expenses

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Other supplies and services

     (12,366,153      (12,018,022

Professional, outsourced and other services

     (31,322,930      (43,439,737

Repairs and maintenance

     (10,381,239      (9,070,052

Indemnities and fines

     (1,303,521      (378,752

Taxes and charges

     (5,320,780      (4,998,379

Insurance premiums

     (11,011,670      (9,749,791

Leases and rental costs

     (2,760,267      (6,466,979

Marketing, public relations and advertising

     (2,072,615      (2,275,848

Other supplies

     (1,260,610      (585,078

Travel expenses

     (3,015,247      (2,878,701

Environmental expenses

     (1,654,847      (1,660,581
  

 

 

    

 

 

 

Total

     (82,469,879      (93,521,920
  

 

 

    

 

 

 

 

32. OTHER GAINS (LOSSES)

Other gains (losses) for the nine months ended September 30, 2015 and 2014, are as follows:

 

Other Gains (Losses)

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Gain on sale of Tunel El Melón (1)

     4,207,167         —     

Gain on sale of investment properties (2)

     1,463,163         5,287,375   

Gain on sale of land

     1,661,915         —     

Gain on remeasuring pre-existing interest held in Inversiones GasAtacama Holding Ltda. (3)

     —           21,546,320   

Reclassification of translation difference reserve on the pre-existing interest held in Inversiones GasAtacama Holding Ltda. (3)

     —           21,006,456   

Other

     (638,071      (85,097
  

 

 

    

 

 

 

Total

     6,694,174         47,755,054   
  

 

 

    

 

 

 

 

  (1) See Note 2.4.1 and 13
  (2) See Note 18
  (3) See Note 5.e

 

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33. FINANCIAL RESULTS

Financial income and costs for the nine months ended September 30, 2015 and 2014, are as follows:

 

Financial Income

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Income from deposits and other financial instruments

     1,307,305         2,577,320   

Other financial income

     9,768,120         6,547,514   
  

 

 

    

 

 

 

Total

     11,075,425         9,124,834   
  

 

 

    

 

 

 

 

Financial Costs

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Financial costs

     (52,290,795      (58,021,595

Bank loans

     (35,197      (600,141

Secured and unsecured obligations

     (40,124,564      (34,915,556

Financial leasing

     (771,767      (740,356

Valuation of financial derivatives

     (1,373,503      (2,365,853

Financial provisions

     (1,228,035      (770,668

Post-employment benefit obligations

     (1,734,791      (1,562,832

Capitalized borrowing costs

     1,354,490         1,022,024   

Other financial costs

     (8,377,428      (18,088,213

Loss from indexed assets and liabilities (*)

     3,320,149         3,088,893   

Foreign currency exchange differences (**)

     (45,890,221      (13,734,131
  

 

 

    

 

 

 

Total financial costs

     (94,860,867      (68,666,833
  

 

 

    

 

 

 

Total financial results

     (83,785,442      (59,541,999
  

 

 

    

 

 

 

The effects on financial results from exchange differences and the application of indexed assets and liabilities originated from the following:

 

Profit (losses) from Indexed Assets and Liabilities (*)

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Other financial assets

     7,197,900         9,110,374   

Other non-financial assets

     7,503         26,934   

Trade and other receivables

     481,056         79,409   

Current tax assets and liabilities

     4,935,479         5,467,588   

Other financial liabilities (financial debt and derivative instruments)

     (9,162,838      (11,517,401

Trade and other payables

     (138,951      (11,988

Other provisions

     —           (65,390

Other non-financial liabilities

     —           (633
  

 

 

    

 

 

 

Total

     3,320,149         3,088,893   
  

 

 

    

 

 

 

 

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Foreign Currency Exchange Differences (**)

   For the nine months ended  
   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Cash and cash equivalents

     3,397,749         348,047   

Other financial assets

     9,092,030         (17,491,765

Other non-financial assets

     —           162,075   

Trade and other receivables

     12,865,234         14,969,151   

Current tax assets and liabilities

     —           (488,988

Other financial liabilities (financial debt and derivative instruments)

     (26,639,853      (2,459,182

Trade and other payables

     (44,605,381      (8,214,886

Other non-financial liabilities

     —           (558,583
  

 

 

    

 

 

 

Total

     (45,890,221      (13,734,131
  

 

 

    

 

 

 

 

34. INCOME TAXES

The following table presents the components of the income tax expense/(benefit) for the nine months ended September 30, 2015 and 2014:

 

Current Income Tax and Adjustments
to Current Income Tax for Previous Periods

   For the nine months ended  
   9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 

Current income tax

     (36,702,361     (18,829,519

Adjustments to current tax from the previous period

     (7,277,572     (6,459,975

Benefit / (expense) for current income tax due to changes in tax rates or the introduction of new taxes

     —          (4,747,995

Other current tax benefit / (expense)

     (32,271,943     (13,511,752
  

 

 

   

 

 

 

Current tax expense, net

     (76,251,876     (43,549,242

Benefit / (expense) from deferred taxes for origination and reversal of temporary differences

     19,020,203        7,623,968   

Benefit / (expense) from deferred taxes due to changes in tax rates or the introduction of new taxes

     —          (66,669,816

Other components of deferred tax (benefit) /expense

     —          —     

Adjustments from prior periods deferred taxes

     (264,982     —     

Total deferred tax benefit / (expense)

     18,755,221        (59,045,849
  

 

 

   

 

 

 

Income tax expense

     (57,496,655     (102,595,091
  

 

 

   

 

 

 

 

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The following table reconciles income taxes resulting from applying the local current tax rate to “Net income before taxes” and the actual income tax expense recorded in the accompanying Combined Statement of Comprehensive Income for the nine months ended September 30, 2015 and 2014:

 

Reconciliation of Tax Expense

   Rate     9-30-2015
ThCh$
     Rate     9-30-2014
(Unaudited)
ThCh$
 

ACCOUNTING INCOME BEFORE TAX

       254,764,766           222,376,854   

Total tax income (expense) using statutory rate

     (22.50 %)      (57,322,071      (21.00 %)      (46,699,138

Tax effect of non-taxable revenues

     2.10     5,344,840         7.19     15,991,967   

Tax effect of non-tax-deductible expenses

     (2.78 %)      (7,084,019      (1.76 %)      (3,909,877

Tax effect of changes in income tax rates (*)

     —          —           (32.04 %)      (71,247,160

Tax effect of adjustments to taxes in previous periods

     (2.86 %)      (7,277,572      (2.90 %)      (6,459,975

Adjustments from prior periods deferred taxes

     (0.10 %)      (264,982      —          —     

Price level restatement for tax purposes (investments and equity)

     3.57     9,107,149         4.38     9,729,092   

Total adjustments to tax expense using statutory rate

     (0.07 %)      (174,584      (25.14 %)      (55,895,953
  

 

 

   

 

 

    

 

 

   

 

 

 

Income tax expense

     (22.57 %)      (57,496,655      (46.14 %)      (102,595,091
  

 

 

   

 

 

    

 

 

   

 

 

 

 

  (*) The principal temporary differences are detailed in Note 19a.

 

35. INFORMATION BY SEGMENT

35.1 Basis of segmentation criteria

Since Enersis Chile S.A. has not yet been established as a legal entity, no chief operating decision maker existed for this Combined Group. Consequently, the Combined Group does not yet have any operating segments as the term is defined under IFRS 8 Operating Segments. Information provided in this note includes segments as they are supposed to be analyzed by the chief operating decision maker upon appointment of the latter.

The Combined Group’s activities will be organized primarily around its core businesses: electric energy generation and distribution. On that basis, the Combined Group has established two major business lines.

Considering that the differentiated information will be analyzed by the Combined Group’s chief operating decision maker, segment information has been organized by its core businesses.

Given that the Combined Group’s corporate organization basically matches its future business organization and, therefore, the segments, the following information is based on the financial information of the companies forming each segment. The accounting policies used to determine the segment information are the same as those used in the preparation of the Combined Group’s combined financial statements.

 

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The following tables present details of this information by segment:

35.2 Generation, distribution and others

 

Line of Business

   Generation      Distribution      Eliminations and others     Total  

ASSETS

   9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
     12-31-2014
ThCh$
     9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
     12-31-2014
ThCh$
 

CURRENT ASSETS

     473,803,232         514,223,177         259,773,656         283,754,811         31,257,056        44,885,510        764,833,944         842,863,498   

Cash and cash equivalents

     14,145,358         38,186,573         2,482,732         4,867,106         68,532,243        89,932,248        85,160,333         132,985,927   

Other current financial assets

     1,518,027         1,464,821         24,663         13,483         37,486        12,825        1,580,176         1,491,129   

Other current non-financial assets

     10,600,736         10,766,654         6,332,551         4,837,555         593,225        443,398        17,526,512         16,047,607   

Trade and other current receivables

     337,190,608         317,250,689         238,459,538         257,567,489         4,760,415        3,263,027        580,410,561         578,081,205   

Current accounts receivable from related companies

     59,977,672         54,976,444         7,912,464         12,867,310         (45,935,982     (50,891,104     21,954,154         16,952,650   

Inventories

     31,648,641         36,871,184         1,406,309         3,542,452         2,494,525        3,264,242        35,549,475         43,677,878   

Current tax assets

     18,722,190         44,701,760         3,155,399         59,416         775,144        886,963        22,652,733         45,648,139   

Non-current assets classified as held for sale and discontinued operations

     —           10,005,052         —           —           —          (2,026,089     —           7,978,963   

NON-CURRENT ASSETS

     2,800,901,615         2,722,809,246         734,777,028         698,940,269         848,785,230        862,121,732        4,384,463,873         4,283,871,247   

Other non-current financial assets

     22,789,384         6,719,853         33,990         30,619         —          —          22,823,374         6,750,472   

Other non-current non-financial assets

     3,387,708         42,847         1,131,351         188,156         (1,342     4,427        4,517,717         235,430   

Trade and other non-current receivables

     48,635         —           6,741,484         7,364,934         139,819        131,478        6,929,938         7,496,412   

Non-current accounts receivable from related companies

     —           —           —           —           —          —          —           —     

Investments accounted for using the equity method

     47,687,925         40,365,323         55,748         53,525         (55,747     (53,525     47,687,926         40,365,323   

Intangible assets other than goodwill

     19,383,824         18,851,913         20,135,627         14,613,951         (1,793,962     3,059,658        37,725,489         36,525,522   

Goodwill

     24,860,356         24,860,356         2,240,478         2,240,478         860,156,821        860,156,821        887,257,655         887,257,655   

Property, plant and equipment

     2,664,655,189         2,621,113,892         704,048,512         674,156,508         (19,588,083     (11,509,624     3,349,115,618         3,283,760,776   

Investment property

     —           —           —           —           8,156,603        8,514,562        8,156,603         8,514,562   

Deferred tax assets

     18,088,594         10,855,062         389,838         292,098         1,771,121        1,817,935        20,249,553         12,965,095   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

TOTAL ASSETS

     3,274,704,847         3,237,032,423         994,550,684         982,695,080         880,042,286        907,007,242        5,149,297,817         5,126,734,745   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

 

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Table of Contents

Line of Business

  Generation     Distribution     Eliminations and others     Total  

LIABILITIES AND EQUITY

  9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
    9-30-2015
ThCh$
    12-31-2014
ThCh$
 

CURRENT LIABILITIES

    804,375,101        680,402,981        202,670,567        261,250,997        (227,809,511     (21,570,283     779,236,157        920,083,695   

Other current financial liabilities

    31,465,023        146,364,103        29        133        4        123        31,465,056        146,364,359   

Trade and other current payables

    403,455,239        332,677,495        140,584,856        116,345,087        (183,271,293     46,338,773        360,768,802        495,361,355   

Current accounts payable to related companies

    334,348,933        142,780,113        52,687,066        128,880,543        (51,551,493     (84,475,463     335,484,506        187,185,193   

Other current provisions

    18,857,312        10,932,577        36,140        68,028        661,365        622,909        19,554,817        11,623,514   

Current tax liabilities

    3,862,956        31,480,257        15,419        4,501,006        48,486        2,376,603        3,926,861        38,357,866   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —     

Other current non-financial liabilities

    12,385,638        16,168,436        9,347,057        11,456,200        6,303,420        8,078,625        28,036,115        35,703,261   

Liabilities associated with current assets classified as held for sale and discontinued operations

    —          —          —          —          —          5,488,147        —          5,488,147   

NON-CURRENT LIABILITIES

    1,152,529,885        1,060,586,955        45,279,044        51,025,398        55,182,959        10,972,906        1,252,991,888        1,122,585,259   

Other non-current financial liabilities

    910,216,082        778,135,167        —          —          —          —          910,216,082        778,135,167   

Trade and other non-current payables

    —          3,711,078        —          —          —          —          —          3,711,078   

Non-current accounts payable to related companies

    —          —          —          —          —          —          —          —     

Other long-term provisions

    57,397,502        25,161,118        3,667,266        2,808,817        —          —          61,064,768        27,969,935   

Deferred tax liabilities

    167,576,824        232,085,097        17,041,118        23,069,096        43,010,954        68,473        227,628,896        255,222,666   

Non-current provisions for employee benefits

    14,717,530        18,537,036        23,934,191        24,497,162        12,167,914        10,903,644        50,819,635        53,937,842   

Other non-current non-financial liabilities

    2,621,947        2,957,459        636,469        650,323        4,091        789        3,262,507        3,608,571   

EQUITY

    1,317,799,861        1,496,042,487        746,601,073        670,418,685        1,052,668,838        917,604,619        3,117,069,772        3,084,065,791   

Equity attributable to Enersis Chile

    1,317,799,861        1,496,042,487        746,601,073        670,418,685        1,052,668,838        917,604,619        2,527,956,309        2,472,201,434   

Allocated capital

    638,288,813        619,260,333        230,492,200        230,492,200        1,360,327,962        1,379,356,442        2,229,108,975        2,229,108,975   

Retained earnings

    887,494,564        829,887,035        832,340,258        767,602,864        (441,470,756     (425,518,222     1,278,364,066        1,171,971,677   

Other reserves

    (207,983,516     46,895,119        (316,231,385     (327,676,379     133,811,632        (36,233,601     (979,516,732     (928,879,218

Non-controlling interests

    —          —          —          —          —          —          589,113,463        611,864,357   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    3,274,704,847        3,237,032,423        994,550,684        982,695,080        880,042,286        907,007,242        5,149,297,817        5,126,734,745   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

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Line of Business

  Generation     Distribution     Eliminations and others     Total  

STATEMENT OF COMPREHENSIVE INCOME

  9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 

REVENUES AND OTHER OPERATING INCOME

    1,131,407,459        876,112,867        930,399,001        830,887,781        (299,607,551     (208,138,649     1,762,198,909        1,498,861,999   

Revenues

    1,127,922,248        860,266,754        925,989,796        826,230,486        (300,012,069     (209,089,553     1,753,899,975        1,477,407,687   

Energy sales

    1,077,215,296        824,541,995        826,814,655        739,503,643        (253,587,389     (196,104,493     1,650,442,562        1,367,941,145   

Other sales

    21,415,581        8,312,010        5,555,897        4,774,745        (5,224     1,429,797        26,966,254        14,516,552   

Other services rendered

    29,291,371        27,412,749        93,619,244        81,952,098        (46,419,456     (14,414,857     76,491,159        94,949,990   

Other operating income

    3,485,211        15,846,113        4,409,205        4,657,295        404,518        950,904        8,298,934        21,454,312   

RAW MATERIALS AND CONSUMABLES USED

    (712,863,643     (588,934,880     (725,894,546     (628,678,985     286,930,964        213,773,171        (1,151,827,225     (1,003,840,694

Energy purchases

    (246,551,238     (240,490,204     (650,588,590     (566,025,134     254,772,323        195,285,547        (642,367,505     (611,229,791

Fuel consumption

    (289,424,648     (232,007,925     —          —          —          (3,365     (289,424,648     (232,011,290

Transportation expenses

    (126,196,302     (110,084,940     (45,803,557     (43,876,183     42,422,276        18,880,157        (129,577,583     (135,080,966

Other miscellaneous supplies and services

    (50,691,455     (6,351,811     (29,502,399     (18,777,668     (10,263,635     (389,168     (90,457,489     (25,518,647

CONTRIBUTION MARGIN

    418,543,816        287,177,987        204,504,455        202,208,796        (12,676,587     5,634,522        610,371,684        495,021,305   

Other work performed by the entity and capitalized

    11,759,208        12,203,142        4,316,816        3,701,779        —          —          16,076,024        15,904,921   

Employee benefits expense

    (54,486,923     (49,112,666     (24,305,937     (24,085,760     (23,502,835     (23,305,649     (102,295,695     (96,504,075

Other expenses

    (55,279,562     (53,073,741     (45,894,872     (49,732,889     18,704,555        9,284,710        (82,469,879     (93,521,920

GROSS OPERATING INCOME

    320,536,539        197,194,722        138,620,462        132,091,926        (17,474,867     (8,386,417     441,682,134        320,900,231   

Depreciation and amortization expense

    (91,294,436     (71,286,205     (21,512,049     (20,267,434     415,032        (1,836,221     (112,391,453     (93,389,860

Impairment losses (reversal of impairment losses) recognized in profit or loss

    109,557        189,544        (5,027,094     (1,265,031     —          —          (4,917,537     (1,075,487

OPERATING INCOME

    229,351,660        126,098,061        112,081,319        110,559,461        (17,059,835     (10,222,638     324,373,144        226,434,884   

FINANCIAL RESULT

    (95,288,055     (63,027,659     8,728,350        3,426,000        2,774,263        59,660        (83,785,442     (59,541,999

Financial income

    158,430        1,404,413        10,097,477        6,214,397        819,518        1,506,024        11,075,425        9,124,834   

Financial costs

    (50,224,176     (54,736,875     (1,712,043     (3,095,714     (354,576     (189,006     (52,290,795     (58,021,595

Profit (loss) from indexed assets and liabilities

    2,915,547        2,688,098        392,726        246,352        11,876        154,443        3,320,149        3,088,893   

Foreign currency exchange differences

    (48,137,856     (12,383,295     (49,810     60,965        2,297,445        (1,411,801     (45,890,221     (13,734,131

Positive

    24,095,968        17,211,246        420,956        130,653        2,715,808        2,363,022        27,232,732        19,704,921   

Negative

    (72,233,824     (29,594,541     (470,766     (69,688     (418,363     (3,774,823     (73,122,953     (33,439,052

Share of profit of associates accounted for using the equity method

    7,482,890        7,728,915        —          —          —          —          7,482,890        7,728,915   

Other gains (losses)

    4,013,381        42,651,210        1,300,454        (183,531     1,380,339        5,287,375        6,694,174        47,755,054   

Gain (loss) from other investments

    4,308,859        42,651,210        —          —          —          —          4,308,859        42,651,210   

Gain (loss) from the sale of property, plant and equipment

    (295,478     —          1,300,454        (183,531     1,380,339        5,287,375        2,385,315        5,103,844   

Income before tax

    145,559,876        113,450,527        122,110,123        113,801,930        (12,905,233     (4,875,603     254,764,766        222,376,854   

Income tax

    (36,779,295     (75,388,994     (23,209,179     (29,108,484     2,491,819        1,902,387        (57,496,655     (102,595,091

NET INCOME

    108,780,581        38,061,533        98,900,944        84,693,446        (10,413,414     (2,973,216     197,268,111        119,781,763   

Net income attributable to:

    —          —          —          —          —          —          197,268,111        119,781,763   

Enersis Chile

    —          —          —          —          —          —          149,907,188        96,243,583   

Non-controlling interests

    —          —          —          —          —          —          47,360,923        23,538,180   

 

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Line of Business

  Generation     Distribution     Eliminations and others     Total  

STATEMENT OF CASH FLOW

  9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
    9-30-2015(*)
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 

Cash flow from (used in) operating activities

    254,363,734        66,830,007        132,690,580        25,775,118        (52,761,522     (15,822,918     334,292,792        76,782,207   

Cash flow from (used in) investment activities

    (17,964,854     (153,370,861     (62,200,758     (34,275,206     (196,231,378     11,078,252        (240,467,282     (176,567,815

Cash flows from (used in) financing activities

    (298,235,327     84,417,014        (72,937,961     (882,542     225,720,013        (137,601,689     (145,453,275     (54,067,217

 

(*) See Note 2.7

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

36. THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

36.1 Direct guarantees

 

Creditor Of

Guarantee

  Debtor     Type of
Guarantee
  Assets Committed     Outstanding balance as of     Guarantees Released  
  Company   Relationship       Type     Currency     Carrying
amount
    Currency     9-30-2015     12-31-2014     2015     Assets     2016     Assets     2017     Assets  

Deutsche Bank / Santander Benelux

  Enersis S.A.     Creditor      Deposit account     Deposit account      ThCh$          12,711,681      ThCh$          41,191,324        50,509,024        —          —          —          —          —          —     

For the nine-months periods ended September 30, 2015 and 2014, the Combined Group had future energy purchase commitments amounting to ThCh$7,713,710,525, and ThCh$4,120,859,843, respectively.

36.2 Indirect guarantees

As of September 30, 2015 and December 31, 2014, there are no indirect guarantees.

 

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36.3 Lawsuits and Arbitration Proceedings

As of the date of these Interim Combined Financial Statements, the most relevant contingent liabilities, for which no provision have been recognized, involving Enersis Chile and its combined entities are as follows:

1. Law 25,561 on Public Emergency and Reform to the Currency System, enacted on January 6, 2002 by the Argentine authorities, voided certain provisions of the concession agreement of Enersis Chile’s combined entity Edesur. Law 25,561 also required that utility concession agreements be renegotiated within a reasonable timeframe to adjust them to the new conditions. However, the failure to renegotiate Edesur’s concession agreement prompted Enersis S.A., Chilectra S.A., Endesa Chile and Elesur S.A. (now Chilectra S.A.) (collectively, the “Claimants”) to file an arbitration petition in 2003 under the Treaty for the Promotion and Protection of Chilean-Argentine Investments before the International Center for Settlement of Investment Disputes (ICSID). The statement of claim principally requested that the ICSID declare the investment expropriated for an amount of US$1,306,875,960 (approximately ThCh$913,140,371), and seeking for the damages caused to the investment due to lack of fair and equitable treatment, in the amount of US$318,780,600 (approximately ThCh$222,738,381). The Claimants also seek, with respect to both claims, compounded annual interest of 6.9% per annum. The Claimants also claimed the sums resulting from the damages caused as from July 1, 2004. Finally, the Claimants also demanded US$ 102,164,683 (approximately ThCh$71,384,507) for Elesur S.A. (now Chilectra S.A.) due to a lower price received on the sale of its shares. In 2005, the Argentine authorities and Edesur signed a Letter of Understanding, in which the terms and conditions are established for amendments and supplements to the Concession Agreement, forecasting tariff modifications, first during a transitional period and then under an Integral Tariff Review, in which the conditions for an ordinary tariff period of 5 years will be set. The arbitration has been suspended since March 2006 in accordance with the terms of the Letter of Understanding, and the appointment of one of the arbitrators, to replace an arbitrator who resigned in 2010 has been suspended. As of December 31, 2014, the parties informed ICSID of their agreement to extend the suspension of the arbitration procedure for 12 months starting on the same date, informing also that any of the parties can request the renewal of the arbitration procedure with 30 calendar days prior notice.

2. In 2005, three lawsuits were filed against Endesa Chile, the Chilean Treasury and the Chilean Water Authority (DGA, in its Spanish acronym), which are currently being treated as a single proceeding, requesting that DGA Resolution No. 134, which established non-consumptive water rights in favor of Endesa Chile to build the Neltume hydroelectric power plant project be declared null as a matter of public policy, with compensation for damages. Alternatively, the lawsuits request the compensation for damages for the losses allegedly sustained by the plaintiffs due to the loss of their status as riparian owners along Pirihueico Lake, as well as due to the devaluation of their properties. The defendants have rejected these allegations, contending that the DGA Resolution complies with all legal requirements, and that the exercise of this right does not cause any detriment to the plaintiffs, among other arguments. The sums involved in these suits are undetermined. This case was joined with two other cases: the first one is captioned “Arrieta v. the State and Others” in the 9th Civil Court, docket 15279-2005 and the second is captioned “Jordán v. the State and Others,” in the 10th Civil Court, docket 1608-2005. With regard to these cases, an injunction has been ordered against entering into any acts and contracts concerning Endesa Chile’s water rights related to the Neltume project. On September 25, 2014, the Court of Law issued an unfavorable ruling against Endesa Chile that in essence declared the right to use water established by DGA Resolution No. 134 illegal and orders its cancellation in the corresponding Water Rights Register of the correspondent Real Estate Registrar. Endesa Chile filed an appeal and cassation resources with the Santiago Court of Appeals, which are still pending.

3. During 2010, three lawsuits for damages were filed against Endesa Chile by plaintiffs who alleged they were affected by the flooding of the Bio-Bio River in Region VIII of Chile. The plaintiffs sued Endesa Chile for losses caused by its deficient operation of the Ralco hydroelectric power plant during the flood. These three cases were joined, and a first instance ruling has been issued which denies the claim filed in all its parts. The ruling was appealed and such appeal has not yet been reviewed by the court. The plaintiffs are required to produce legal evidence proving the causal link between the operation of the Ralco hydroelectric

 

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power plant during the floods and the damages that the plaintiffs claim they sustained as a result of deficient facility operation. On March 27, 2012, there was a first instance judgment filed, which rejected the claim filed in all its parts. The plaintiff filed an appeal on March 12, 2013, and the Court of Appeals ordered proceedings to supplement the judgment, since there were exceptions and defenses that were not resolved in the first instance judgment. On May 2, 2013, the first instance Court of Law filed a supplementary judgment, referring to the exceptions and defenses that were not resolved in the first initial judgment. On July 14, 2014, the Court of Appeals of Concepción rejected the appeal filed by the plaintiffs and confirmed the first ruling denying relief in the lawsuit. The plaintiffs filed an appeal with the Chilean Supreme Court, which on June 22, 2015, accepted the appeal and revoked the first and second instance rulings, and issued an unfavorable ruling against Endesa Chile to pay U.F. 65,679 (approximately ThCh$1,638,358). Endesa Chile paid the amount in September 2015 in the First Instance Court, and was reimbursed by insurance. Closed.

4. In July and September 2010, Ingeniería y Construcción Madrid S.A. and Transportes Silva y Silva Limitada, respectively, filed separate lawsuits against Endesa Chile and the DGA seeking to declare the annulment of DGA Resolution No. 134 that granted Endesa Chile’s water rights for the Neltume hydroelectric station. Similarly, Ingeniería y Construcción Madrid S.A. and Transportes Silva y Silva Limitada, respectively, each filed suits against DGA Resolution No. 732 that authorized the relocation of the collection point of such water rights, arguing its invalidity as a violation of public policy. Ultimately, the plaintiffs attempted to demand payment for their water rights located in the area of influence of the hydraulic works for the future Neltume hydroelectric station. Endesa Chile has rejected these claims, contending that the plaintiffs are engaging in wrongful prosecution to prevent the construction of the power plant in order to obtain monetary compensation. The evidentiary period of the complaint filed by Ingeniería y Construcción Madrid S.A. (Case No. 7036-2010) has expired, and the parties have been summoned to hear judgment. Regarding the other lawsuit (Case No. 6705-2010), requesting the annulment of DGA Resolution No. 732, on March 12, 2012 a ruling was issued that declared the proceeding as abandoned. On June 27, 2012, Ingeniería y Construcción Madrid, filed a similar claim before another Court of Law (Case C-15156-2012). On July 10, 2015, the Court issued a ruling that rejected entirely the claims of the lawsuit and required the plaintiff to pay expenses. The plaintiff filed a recourse of appeal which is pending in the Santiago Court of Appeals.

5. On May 24, 2011, Endesa Chile was served with a lawsuit filed by 19 riparian owners along the Pirihueico Lake, seeking to nullify DGA Resolution No. 732, which authorized the relocation of water rights collection for the Neltume power plant, from the Pirihueico Lake drainage 900 meters downstream along Fui River. The plaintiffs seek to have this annulment annotated at the margin of the notarized instrument that memorialized DGA Resolution No. 732, which approved the transfer of the collection. The plaintiffs also seek to have the recording of the deed struck from the Water Rights Registry, if entered, and to require the Chilean Treasury, the DGA and Endesa Chile to pay damages to the plaintiffs as a result of the challenged DGA Resolution. The plaintiffs seek to reserve their right to indicate the type and amount of damages in a subsequent legal proceeding. The claim is for an undetermined amount because the plaintiffs have requested that damages be determined in another suit, once the DGA Resolution is nullified. The discussion period has ended and the evidence action has been determined, which after notification was subject to a motion of reversal filed by the plaintiff, and to a nullity incidental plea filed by Endesa Chile, which were rejected. The proceeding was suspended by mutual agreement until March 9, 2013, after which it was immediately restarted. On August 20, 2013 the pending conciliation hearing took place without success. After the end of the ordinary, extraordinary and special periods of evidence on January 22, 2015, the parties were summoned to acknowledge the ruling, and on April 23, 2015, the Court issued a ruling accepting the complaint, declaring DGA Resolution N° 732 null of public legislation. Endesa Chile, in turn, filed a writ of appeal and reversal in the form before the Santiago Court of Appeals, which are still pending of resolution.

6. On August 22, 2013, Endesa Chile, Pehuenche and San Isidro filed before the Santiago Court of Appeals a claim against the Chilean Superintendence of Electricity and Fuels (SEF). The claim asserts the illegality of Resolution ORD No. 7230, dated August 7, 2013, in which the SEF, relying on its interpretative and

 

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supervisory authority, decreed that consumption by distributing companies in excess of the contracted supply, with respect to electricity generators that are forced by means of a bid to supply electricity, must be covered by electricity surpluses generated by other companies. The distributors with surplus electricity can assign their surpluses to distributors with deficits, irrespective of the will of the respective generator. The claim asserts this is contrary to the law and exceeds SEF’s powers and authority, resulting in an illegal resolution.

An injunction was requested, which was denied in the San Isidro and Pehuenche suits but was granted in the Endesa Chile suit. As a result, the effects of the decree are suspended. The three claims were heard one after the other and the result were communicated to all the companies. On April 10, 2014, the claims were dismissed as having been filed outside of the period allowed by law. An appeal was filed against such resolution before the Chilean Supreme Court, which accepted the appeal on July 8, 2014 and found the claim was filed in a timely manner. The cases were remanded to the Santiago Court of Appeals to determine the validity of the claim, and on January 29, 2015 the Court rejected the claims filed. The company filed a writ of appeal to the resolution before the Supreme Court, which finally rejected the writ filed and confirmed the ruling of the Santiago Court of Appeals, which did not accept the electric complaint attempted.

7. In August 2013, the Chilean Superintendence of the Environment (SMA) filed charges against Endesa Chile alleging several violations of Exempt Resolution No. 206, dated August 2, 2007 and its supplementary and explanatory resolutions that environmentally certified the Bocamina Thermal Power Plant Extension Project. These alleged violations are related to the cooling system discharge channel, an inoperative Bocamina I desulphurizer, non-compliance with information delivery obligations, surpassing CO limits, failures in the acoustic perimeter fence of Bocamina I, excessive noise levels and having no technological barriers that prevent the massive entry of biomass in the intake of the central power plant. Endesa Chile submitted a compliance program that was not approved. On November 27, 2013, SMA added two additional violations to its charges. Endesa Chile presented its defense in December 2013, partially recognizing some of these violations (which could reduce the fine by 25% in case of recognition) and contesting the remainder. On August 11, 2014, SMA passed Resolution No. 421 that fined Endesa Chile 8,640.4 UTA for environmental non-compliances that are the subject matter of the sanctioning proceeding. Endesa Chile filed an illegality claim against the SMA before the Third Environmental Court of Valdivia, which on March 27, 2015 issued a ruling that partially annulled the sanctions imposed of by the SMA, instructing it to consider aggravating circumstances evidenced in connection with the calculation of the fine imposed. The company filed a writ of reversal in substance before the Chilean Supreme Court, which is pending resolution. Closed.

8. On May 12, 2014, Compañía Eléctrica Tarapacá S.A., (Celta) formally filed an arbitration claim against Compañía Minera Doña Inés de Collahuasi, requesting that the Arbitration Court of Law declare that through the contracts entered into in 1995 and 2001, the parties have established a long-term contractual relation, characterized by the economic balance that there must be in their reciprocal services supplied and that, due to the above, greater costs corresponding to the investment that must be made to comply with the emission standard contained in DS (Supreme Decree) (MMA) No. 13, 2011 must be shared by the parties. Based on this, the defendant should start paying up to the maturity of the contract, a fixed monthly charge that as of March 31, 2020 amounts to US$72,275,000 (approximately ThCh$50,499,988) for the proportional part of the investments that the defendant must pay due to the Supreme Decree mentioned above.

The claim was notified on July 3, 2014. On August 8, 2014 Collahuasi contested Celta’s claim and filed a counterclaim against Celta requesting that the Court declare that Celta has violated the prohibition to call on as precedent what was agreed to in the modifications of the 2009 supply contracts, reserving the right to discuss and prove the amount of damages. On August 26, 2014, Celta filed its response to the main claim and contested the counterclaim. On September 11, 2014, Collahuasi filed its rejoinder to the main claim and its response to the counterclaim. On October 1, 2014, Celta filed its response to the counterclaim. Additionally, the Arbitration Judge formulated a questionnaire with questions separately to each one of the parties and also with common questions for both.

 

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Once these were responded, the arbitrator gave the parties a deadline of January 16, 2015 to contest or observe the answers provided and the documents attached specifying the contrary. Afterwards, several conciliation meetings were held between the parties, chaired by the Arbitrating Judge which did not succeed. The evidence action is pending in order to start the evidentiary stage.

The management of Enersis Chile considers that the provisions recorded in the Interim Combined Financial Statements are adequate to cover the risks resulting from litigation described in this Note. It does not consider there to be any additional liabilities other than those specified.

Given the characteristics of the risks covered by these provisions, it is not possible to determine a reasonable schedule of payment dates if there are any.

36.4 Financial restrictions

As of September 30, 2015, Enersis Chile, on a stand-alone basis, had no debt obligations and was therefore not affected by any covenants or events of default. However, a number of the Combined Group’s combined companies’ loan agreements, include the obligation to comply with certain financial ratios, which is normal in contracts of this nature. There are also affirmative and negative covenants requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance.

 

  1. Cross Default

Some of the financial debt contracts of Endesa Chile contain cross default clauses. The credit line agreements governed by Chilean law, which Endesa Chile signed in February 2013, stipulate that cross default arises only in the event of non-compliance by the borrower itself, with no reference made to its subsidiaries. In order to accelerate payment of the debt in these credit lines due to cross default originating from other debt, the amount overdue of a debt must exceed US$50 million, or the equivalent in other currencies, and other additional conditions must be met such as the expiry of grace periods. Since being signed, these credit lines have not been disbursed. They mature in February 2016. Endesa Chile’s international credit line governed by New York State law, which was signed in July 2014 and expires in July 2019, also makes no reference to its subsidiaries, so cross default arises only in the event of non-compliance by the borrower itself. For the repayment of debt to be accelerated under this facility due to cross default on another debt, the amount in default should exceed US$50 million or its equivalent in other currencies. It must also meet other conditions, including the expiration of any grace periods, and a formal notice of intent to accelerate the debt repayment must have been served by creditors representing more than 50% of the amount owed or committed in the contract. This line of credit has not currently been utilized.

Regarding the bond issues of Endesa Chile registered with the United States Securities and Exchange Commission (the SEC), commonly called “Yankee bonds”, a cross default can be triggered by another debt of the same company or of any of their subsidiaries, for any amount overdue provided that the principal of the debt giving rise to the cross default exceeds US$30 million or its equivalent in other currencies. Debt acceleration due to cross default does not occur automatically but has to be demanded by the holders of at least 25% of the bonds of a certain series of Yankee bonds. The Endesa Yankee bonds mature in 2024, 2027, 2037 and 2097. For the specific Yankee Bond that was issued in April 2014 and matures in 2024, the threshold for triggering cross default increased to US$50 million or its equivalent in other currencies.

The Endesa Chile bonds issued in Chile state that cross default can be triggered only by the default of the issuer when the amount in default exceeds US$50 million or its equivalent in other currencies. Debt acceleration requires the agreement of at least 50% of the holders of the bonds of a certain series.

 

  2. Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that a company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the financial covenants of the Combined Group limit the level of indebtedness and evaluate the ability to generate cash flows in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

 

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The Endesa Chile bonds issued in Chile include the following financial covenants whose definitions and calculation formulas are established in the respective indentures:

Series H

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; Other financial liabilities, non-current; and Other obligations guaranteed by the issuer or its subsidiaries; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Endesa Chile and Non-controlling interests. As of September 30, 2015, the ratio was 0.37.

 

    Consolidated Equity: A minimum Equity of Ch$760,468 million must be maintained; this limit is adjusted at the end of each year as established in the indenture. Equity corresponds to Equity attributable to the shareholders of Endesa Chile. As of September 30, 2015, the equity of Endesa Chile was Ch$1,418,132 million.

 

    Financial Expense Coverage: A financial expense coverage ratio of at least 1.85 must be maintained. Financial expense coverage is the quotient between i) the gross margin plus Financial income and dividends received from associated companies, and ii) Financial expenses; both items refer to the period of four consecutive quarters ending on the quarter being reported. For the period ended September 30, 2015, this ratio was 7.32.

 

    Net Asset Position with Related Companies: A Net asset position must be maintained with related companies of no more than a hundred million dollars. The Net asset position with related companies is the difference between i) the sum of Accounts receivable from related entities, current, Accounts receivable from related entities, non-current, less transactions in the ordinary course of business at less than 180 days term, short-term transactions of associates of Endesa Chile in which Enersis Chile has no participation, and long-term transactions of associates of Endesa Chile in which Enersis Chile has no participation; and ii) the sum of Accounts payable to related entities, current; Accounts payable to related entities, non-current, less transactions in the ordinary course of business at less than 180 days term; short-term transactions of associates of Endesa Chile in which Enersis Chile has no participation; and long-term transactions of associates of Endesa Chile in which Enersis Chile has no participation. As of September 30, 2015, using the exchange rate prevailing on that date, the Net asset position with related companies was a negative US$418.87 million, indicating that Enersis Chile is a net creditor of Endesa Chile rather than a net debtor.

Series M

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of Interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; and Other financial liabilities, non-current; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Enersis and Non-controlling interests. As of As of September 30, 2015, the debt ratio was 0.37.

 

    Consolidated Equity: Same as for Series H.

 

    Financial Expense Coverage Ratio: Same as for Series H.

The rest of Endesa Chile’s debt and the undisbursed credit lines include other covenants such as leverage and debt coverage ratios (debt/EBITDA ratio), while the Yankee bonds are not subject to financial covenants.

The most restrictive financial covenant for Endesa Chile as of September 30, 2015 was the Debt Ratio requirement for the credit line under Chilean law, which expires in February 2016.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

 

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As of September 30, 2015 and December 31, 2014, none of combined entities were in default under their financial obligations summarized here or other financial obligations whose defaults might trigger the acceleration of their financial commitments.

36.5 Other Information

Centrales Hidroeléctricas de Aysén, S.A.

In May, 2014, the Committee of Ministers revoked the Environmental Qualification Resolution (RCA) of Hidroaysén project in which our combined entity, Endesa Chile, participates by accepting some of the claims filed against this project. It is of public knowledge that this decision was reported before the environmental courts of Valdivia and Santiago. On January 28, 2015, it was made public that the water rights request made by Centrales Hidroeléctricas de Aysén S.A. (hereinafter “Hidroaysén”) had been partially denied in 2008. Endesa Chile has expressed its intention to thrive at Hidroaysén the defense for water rights and the environmental qualification granted to the project in the corresponding instances, continuing with the judicial actions already started or implementing new administrative or judicial actions that are necessary to this end, and it maintains the belief that hydric resources of Aysén region are important for the energy development of the country. Nevertheless, given the current situation, there is uncertainty on the recovery of the investment made so far at Hidroaysén, since it depends both from judicial decisions and from definitions in the energy agenda which cannot be foreseen at present, consequently the investment is not included in the portfolio of Endesa Chile’s immediate projects. Consequently, at closing of Fiscal Year 2014, Endesa Chile recorded a provision for impairment of its participation in Hidroaysén S.A. amounting to Ch$ 69,066 million (approximately US$ 121 million). See note 14.1.a). The financial and accounting effects for Enersis Chile of the impairment provision at Endesa Chile for its participation in Hidroaysén resulted into a charge against net results attributable to the shareholders of Enersis Chile by Ch$ 41,426 million (approximately US$ 73 million).

 

37. SANCTIONS

The following companies belonging to the Combined Group have received sanctions from the administrative authorities:

a) Pending lawsuits of the combined entities

1. Endesa Chile

 

    In January 2013, Endesa Chile was notified of Superintendence of Electricity and Fuels (SEF) Exempt Resolution 2496 fining the company 10 UTA (approximately ThCh$4,952) for violating Article 123 of Decree Law (DFL) 4/20,018 of 2006 due to its failure to report to the SEF the commissioning of its electricity facilities by the deadline provided for in that law. To clear the charges, Endesa Chile paid the fine in full.

Closed and paid.

 

    In the first quarter of 2013, Endesa Chile was notified of three resolutions issued by the Health SEREMI (Regional Ministerial Office) of the Maule Region, Resolutions 1057, 085, and 970, which ruled on health summary proceedings RIT Nos. 355/2011, 354/2011, and 256/2011, respectively, imposing a 20 UTM fine for each of the proceedings. The fines were imposed for the following violations: Resolution 1057 penalizes a health violation of Decree 594 of 1999, Regulations on Basic Health and Environmental Conditions in the Workplace, specifically, at the Cipreses Plant facilities; this fine has been paid in full. Resolution 085 penalizes a violation of Executive Decree 90/2011, which requires a statement of the emissions made in 2009 and 2010 by a 20.8-kW-capacity Siemens-Schukertwerke A6 power generator located at the Bocatoma Maule Isla facility. This resolution is currently being challenged. Resolution 970 penalizes a violation of Executive Decree 90/2011, which requires a statement of the emissions made in 2009 and 2010 by a 34 kW Conex generator located at the Bocatoma Maule Isla facility. This resolution is currently being challenged. Total: 60 UTA (approximately ThCh$2,626).

 

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    Endesa Chile received notification in September 2013 of ORD No. 603 issued by the Superintendence of the Environment (SMA) initiating sanction proceedings and filing charges against Endesa Chile as Holder of the Expansion Project for Unit Two of the Bocamina Plant for a number of violations against environmental regulations and the RCA environmental regulation instrument. The sanction proceedings are the result of inspections conducted by SMA personnel on February 13 and 14 and on March 19, 26, and 27, 2013, at the Bocamina thermoelectric facilities. The inspections found a number of violations of Exempt Resolution 206 of August 2, 2007 (RCA 206/2007), which was clarified by Exempt Resolutions 229 of August 21, 2007 (RCA 229/2007) and 285 of October 8, 2007 (RCA 285/2007) giving environmental approval to this expansion project. The infractions consist primarily of (i) not having a discharge channel for the cooling system that extends 30 meters into the ocean from the edge of the beach; (ii) not having the Bocamina I desulfurization unit in operation; (iii) not submitting the information requested by the SMA’s official on past records of on-line emissions reports (CEM reports) from the startup of operations until the present time; (iv) exceeding the CO limit for Bocamina I set in the RCA for Bocamina II in January 2013; (v) defects and gaps between panels in the Bocamina I perimeter acoustic enclosure; (vi) noise emissions that exceed regulatory limits; and (vii) not having technological barriers that prevent biomass from pouring into the plant’s intake.

Endesa Chile submitted a compliance schedule within the time frame allotted, that was rejected. On November 27, 2013, the SMA reformulated the charges filed, adding two new charges (failure to comply with RCA 206/2007, considered a grave violation, and failure to comply with the information requirement issued in Ord UIPS 603, which is also considered a grave violation).

On August 11, 2014, the SMA issued Resolution No. 421 which penalized Endesa Chile for these environmental breaches applying a fine of 8,640.4 UTA (approximately ThCh$4,537,247). Endesa Chile filed a counter-claim of illegality before the Third Environmental Court of Valdivia, which on March 27, 2015, resolved to partially annul the fines imposed by the SMA and order it to consider the aggravated circumstances in relation to the calculation of the fine. The parties, against such resolution, filed a writ of reversal with the Chilean Supreme Court, which is currently pending.

 

    The Labor Directorate (Inspección del Trabajo) of the Bío Bío Region fined Endesa Chile ThCh$2,523 for failure to fulfill its duties as the operating company after confirming, on June 12, 2014, an accident suffered by a worker employed by the contractor Metalcav at the Bocamina II worksite. Payment of the fine is in process at this time.

Closed and paid.

 

    On May 20, 2014, the Valparaíso Court of Appeals confirmed the fine of ThCh$2,646 imposed by the Quintero Local Police Court (Juzgado de Policía Local) upholding CONAF’s claim that Endesa Chile cut trees without first having a forestry management plan approved by CONAF. The trees were cut in the Valle Alegre area in lot 22, site 3 in the municipality of Quintero in order to clear trees from the high voltage wires. The fine was paid through the appropriate court.

Closed and paid.

 

    On June 23, 2014, the SISS (Sanitary Services Superintendence) fined Endesa Chile 13 UTA (approximately ThCh$6,599) for discharging liquid waste from the San Isidro II thermal plant during the cooling process in excess of the amount permitted under D.S. 90 on sulfate concentration.

Closed and paid.

 

    In July 2014 the Coronel Labor Directorate fined Endesa Chile for labor legislation violations relating to staff serving at the Bocamina plant. The infringements are: i) exceeding the maximum of two hours overtime per day; ii) not allowing staff to rest on Sundays; iii) incorrectly recording attendance; iv) exceeding the maximum 10-hour working day. The fine imposed for these offenses totaled Ch$10,122,720, which the company has paid in full.

Closed and paid.

 

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    The Labor Directorate, through resolution No.1209/15/16, fined Endesa Chile Ch$2,594,400 for failure to fulfill labor resolutions authorizing an exceptional distribution of the working day. The fine is in process of payment.

 

    On September 25, 2015, the Health SEREMI of the Bio Bío Region, through resolution No. 158s3890 fined Endesa Chile 500 UTM (approximately ThCh$22,122) for failure to supervise the personal delivery of safety materials for asbestos management to each worker and instead doing it through group discussion. The claim it is not supported by any legal regulation, as such Endesa Chile filed an administrative proceeding, which is currently pending.

2. Pehuenche

 

    On October 2, 2013, the Superintendence of Securities and Insurance (SVS) fined Empresa Eléctrica Pehuenche S.A. and its Chief Executive Officer for alleged violations of Article 54 of Law 18,046 “over the right of all shareholders to examine the annual report, balance sheet, inventory, minutes, ledgers, and external auditors’ reports during the 15 days prior to a company’s ordinary shareholders’ meeting.” It resolved the following:

“To impose on Empresa Eléctrica Pehuenche S.A. and its Chief Executive Officer, Lucio Castro Márquez, a fine of 150 UF each for violation of Article 54 of Law 18,046 and Article 61 of the Regulations on Corporations in effect at the time the events penalized occurred.”

The fine was applied as a result of a claim made by Tricahue Inversiones S.A. against Pehuenche based on the fact that, on April 24, 2012, the Tricahue S.A. Chief Executive Officer went to Pehuenche’s offices to examine the minute books of the company’s Board of Directors and stated that he was first required to sign a statement of confidentiality and indemnity in Pehuenche’s favor, which he considered illegal and arbitrary.

On August 24, 2012, Tricahue Inversiones S.A. withdrew its complaint filed against Empresa Eléctrica Pehuenche S.A.

The company and its Chief Executive Officer, respectively, exercised the action provided for under Article 30 of Decree Law 3,538, within the conditions and time frame required, to file a claim against the SVS resolution with the ordinary courts of law to have the resolution revoked.

Finally, on May 20, 2014, the Court recognized the claim filed and revoked the sanction applied as groundless.

Closed.

3. Chilectra

 

    During the fiscal year 2013, Chilectra S.A. was sanctioned by the SEF with 7 fines amounting to ThCh$227,507.

 

    During the fiscal year 2014, Chilectra S.A. was sanctioned by the SEF with 8 fines amounting to ThCh$459,453.

 

    During the third quarter of 2015, Chilectra S.A. was sanctioned by the SEF with 3 fines amounting to (i) ThCh$778,320; (ii) ThCh$1,327; and (iii) ThCh$1,769,720. All sanctions have been appeal to the authorities and the courts of justice.

The Combined Group has not received any other fines from the SVS or from any other administrative authorities.

 

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38. ENVIRONMENT

Environmental expenses for the nine months ended September 30, 2015 and 2014, are as follows:

 

Company Incurring the
Cost

  Project   Description   9-30-2015
ThCh$
    9-30-2014
(Unaudited)
ThCh$
 
      Costs
incurred
    Capitalized
Cost
    Expense
amount
    Costs to
be
incurred
in the
future
    Estimate
date of
incurring
cost
    Total
Expenditures
    Costs
incurred
prior
period
 

Pehuenche

  Environmental
costs CC.HH.
  Studies, monitoring, laboratory analysis,
removal and final disposal of solid
waste in hydro electrical plants (C.H.)
    2,666        —          2,666        —          —          2,666        522   

Endesa Chile

  Plants
environmental
costs
  Waste treatment, sanitation     1,396,926        —          1,396,926        —          —          1,396,926        744,298   
    Emissions monitoring, CEMS project,
demolition NOX
    1,855        1,855        —          —          —          1,855        6,804,120   
    CEMS project     61        61        —          —          —          61        8,203   

Celta

  Environmental
costs in
Thermal
Plants
  Environmental costs in Thermal Plants     118,417        —          118,417        —          —          118,417        10,706,540   

Canela

  Plants
environmental
costs
  Water quality monitoring and analysis
and Canela’s sanitation
    4,713        —          4,713        —          —          4,713        10,488   

Chilectra

  Vegetation
control in high
voltage
networks
  Pruning of trees and vegetation near
high voltage
    42,570        —          42,570        —          —          42,570        8,878   
  Improvements
to MT/BT
network
  Space Cab (4,285 mts network) /
Preliminary assembly (78,578 mts
network)
    1,841,766        1,841,766        —          1,205,829        12-31-2015        3,047,595        2,547,219   
  Vegetation
control in
MT/BT
network
  Garden maintenance/Weed removal at
substations
    85,080        —          85,080        —          —          85,080        163,675   
  Noise control   Noise mitigation     4,475        —          4,475        —          —          4,475        4,559   
     

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total

        3,498,529        1,843,682        1,654,847        1,205,829          4,704,358        20,998,502   
     

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

 

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39. SUMMARIZED FINANCIAL INFORMATION OF COMBINED ENTITIES

As of September 30, 2015 and December 31, 2014, summarized financial information of our principal combined entities is as follows:

 

    9-30-2015  
    Type of
financial
statements
    Current
Assets
ThCh$
    Non-
Current
Assets
ThCh$
    Total
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-
Current
Liabilities
ThCh$
    Equity
ThCh$
    Total
Equity and
Liabilities
ThCh$
    Revenues
ThCh$
    Raw
Materials
and
Consumable
Used
ThCh$
    Contribution
Margin
ThCh$
    Gross
Operating
Income
ThCh$
    Operating
Income
ThCh$
    Financial
Results
ThCh$
    Income
before
Taxes
ThCh$
    Income
Taxes
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Chilectra S.A.

    Consolidated        259,773,656        734,777,028        994,550,684        202,670,567        45,279,044        746,601,073        994,550,684        930,399,001        (725,894,545     204,504,456        138,620,462        112,081,319        8,728,350        122,112,442        (23,209,179     98,903,263        (183,808     98,719,455   

Grupo Servicios Informaticos e Inmobiliarios Ltda.

    Consolidated        49,330,094        11,951,903        61,281,997        3,577,392        1,290,616        56,413,989        61,281,997        5,682,890        —          5,682,890        (699,249     (787,753     1,651,896        2,338,004        (116,699     2,221,305        (80,206     2,141,099   

Empresa Eléctrica Pehuenche S.A.

    Separate        51,331,739        202,860,528        254,192,267        33,492,198        52,425,061        168,275,008        254,192,267        141,602,768        (23,762,784     117,839,984        113,801,316        107,338,530        1,414,749        108,753,279        (24,629,993     84,123,286        31,487        84,154,773   

Compañĺa Eléctrica Tarapacá S.A.

    Separate        68,286,167        473,689,974        541,976,141        88,211,994        41,975,664        411,788,483        541,976,141        186,150,897        (119,758,064     66,392,833        55,259,003        40,739,684        20,853,310        61,304,173        (11,884,703     49,419,470        (2,494     49,416,976   

Grupo Endesa Chile

    Consolidated        473,803,232        2,800,901,616        3,274,704,848        804,375,100        1,152,529,886        1,317,799,862        3,274,704,848        1,131,407,459        (712,863,644     418,543,815        320,536,537        229,351,659        (95,288,053     145,559,919        (36,779,295     108,780,581        (82,350,586     26,429,995   

Grupo Inversiones GasAtacama Holding Ltda.

   
 
Consolidated
 
  
  
    235,346,168        209,103,678        444,449,846        28,289,221        46,454,388        369,706,237        444,449,846        145,193,316        (89,693,906     55,499,410        45,213,282        36,456,581        8,334,235        44,783,031        (10,021,277     34,761,754        (584,097     34,177,657   
    12-31-2014  
    Type of
financial
statements
    Current
Assets
ThCh$
    Non-
Current
Assets
ThCh$
    Total
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-
Current
Liabilities
ThCh$
    Equity
ThCh$
    Total
Equity and
Liabilities
ThCh$
    Revenues
ThCh$
    Raw
Materials
and
Consumable
Used
ThCh$
    Contribution
Margin
ThCh$
    Gross
Operating
Income
ThCh$
    Operating
Income
ThCh$
    Financial
Results
ThCh$
    Income
before
Taxes
ThCh$
    Income
Taxes
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Chilectra S.A.

    Consolidated        283,754,811        698,940,269        982,695,080        261,250,997        51,025,398        670,418,685        982,695,080        1,127,892,544        (855,757,752     272,134,792        182,260,785        154,106,769        8,282,495        161,984,048        (37,256,549     124,727,499        (4,520,678     120,206,821   

Inmobiliaria Manso de Velasco Ltda.

    Consolidated        47,631,734        12,103,210        59,734,944        3,605,662        526,608        55,602,674        59,734,944        12,596,339        (2,146,800     10,449,539        5,567,964        5,359,685        587,792        27,044,615        (3,029,840     24,014,775        (39,600     23,975,175   

ICT Servicios Informáticos Ltda.

    Separate        2,214,084        555,542        2,769,626        3,005,476        1,069,158        (1,305,008     2,769,626        4,978,226        —          4,978,226        (1,498,309     (1,541,569     68,519        (1,473,050     105,583        (1,367,466     (162,551     (1,530,017

Empresa Eléctrica Pehuenche S.A.

    Separate        75,414,557        209,069,274        284,483,831        59,142,217        53,952,811        171,388,803        284,483,831        227,886,302        (34,362,209     193,524,093        188,824,599        180,521,784        955,150        181,476,935        (38,314,654     143,162,280        (51,043     143,111,237   

Compañĺa Eléctrica Tarapacá S.A.

    Separate        77,067,775        450,573,978        527,641,753        110,849,007        30,918,614        385,874,132        527,641,753        318,959,142        (196,105,061     122,854,082        107,687,954        91,702,959        18,891,133        110,594,093        (20,693,726     89,900,366        (604     89,899,762   

Soc. Concesionaria Túnel El Melón S.A.

    Separate        19,183,735        7,107,942        26,291,677        3,709,123        1,789,703        20,792,851        26,291,677        10,484,435        (3,751     10,480,684        9,152,206        6,547,832        82,925        6,630,757        (800,038     5,830,719        (12,156     5,818,563   

Grupo Endesa Chile

    Consolidated        512,188,512        2,722,809,245        3,234,997,757        667,580,516        1,060,586,957        1,506,830,284        3,234,997,757        1,230,985,755        (750,216,671     480,769,084        366,039,750        252,273,385        (77,345,373     163,166,269        (34,098,106     129,068,163        (73,959,262     55,108,901   

Grupo Inversiones GasAtacama Holding Ltda.

    Consolidated        197,276,197        216,893,717        414,169,914        29,892,670        48,748,663        335,528,581        414,169,914        179,474,707        (99,313,387     80,161,320        59,020,205        46,178,851        (4,406,559     41,772,291        (12,407,764     29,364,528        51,288,697        80,653,225   

 

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40. SUBSEQUENT EVENTS

The combined financial statements reflect our evaluation of all events that have occurred subsequent to September 30, 2015 through November 30, 2015, which is the date that the combined financial statements are available to be issued.

 

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APPENDIX 1. ENERSIS CHILE COMBINED GROUP COMBINED ENTITIES

This appendix is part of Note 2.4, “Combined Entities”.

It presents the Combined Group’s percentage of control in each company.

 

Taxpayer ID
No. (RUT)

  

Company

(in alphabetical order)

 

Currency

  Percentage of control at
9/30/2015
    Percentage of control at
12/31/2014
    Country    

Activity

       Direct     Indirect     Total     Direct     Indirect     Total      
96,773,290-7    Aguas Santiago Poniente S.A. (3)   Chilean peso     0.00     0.00     0.00     0.00     0.00     00.00     Chile      Sanitation services
76,003,204-2    Central Eólica Canela S.A.   Chilean peso     0.00     75.00     75.00     0.00     75.00     75.00     Chile      Promotion and development of renewable energy projects
99,573,910-0    Chilectra Inversud S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Portfolio company
96,800,570-7    Chilectra S.A.   Chilean peso     99.08     0.01     99.09     99.08     0.01     99.09     Chile      Ownership interest in companies of any nature
96,770,940-9    Compañía Eléctrica Tarapacá S.A.   Chilean peso     3.78     96.21     99.99     3.78     96.21     99.99     Chile      Complete electric energy cycle
96,764,840-K    Constructora y Proyectos Los Maitenes S.A. (3)   Chilean peso     0.00     0.00     0.00     0.00     0.00     0.00     Chile      Construction and facilities
96,783,910-8    Empresa Eléctrica de Colina Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Complete energy cycle and related supplies
96,504,980-0    Empresa Eléctrica Pehuenche S.A.   Chilean peso     0.00     92.65     92.65     0.00     92.65     92.65     Chile      Complete electric energy cycle
91,081,000-6    Empresa Nacional de Electricidad S.A   Chilean peso     59.98     0.00     59.98     59.98     0.00     59.98     Chile      Complete electric energy cycle
76,014,570-K    Inversiones GasAtacama Holding Ltda. (1)(5)  

Chilean peso

    0.00     100.00     100.00     0.00     100.00     100.00     Chile      Natural gas transportation
96,830,980-3    GasAtacama S.A.  

Chilean peso

    0.00     100.00     100.00     0.00     100.00     100.00     Chile      Exploitation, generation, transmission and distribution of electric energy and natural gas
78,932,860-9    GasAtacama Chile S.A. (5)  

Chilean peso

    0.00     100.00     100.00     0.00     100.00     100.00     Chile      Company management
77,032,280-4    Gasoducto TalTal S.A. (5)   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Natural gas transportation, sale and distribution
78,952,420-3    Gasoducto Atacama Argentina S.A. (5)  

Chilean peso

    0.00     100.00     100.00     0.00     100.00     100.00     Chile      Natural gas exploitation and transportation
76,676,750-8    GNL Norte S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Energy and fuel production, transportation and distribution
76,107,186-6    Servicios Informáticos e Inmobiliarios Ltda. (2)   Chilean peso     99.00     1.00     100.00     99.00     1.00     100.00     Chile      Information Technology services
79,913,810-7    Inmobiliaria Manso de Velasco Ltda. (2)   Chilean peso     99.99     0.00     99.99     99.99     0.00     99.99     Chile      Construction and works
96,800,460-3    Luz Andes Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Energy and fuel transportation, distribution and sales
96,905,700-K    Progas S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     Chile      Purchase, production, transportation and commercial distribution of natural gas
77,047,280-6    Sociedad Agrícola de Cameros Ltda.   Chilean peso     0.00     57.50     57.50     0.00     57.50     57.50     Chile      Financial investments
96,671,360-7    Sociedad Concesionaria Túnel El Melón S.A.(4)   Chilean peso     0.00     0.00     0.00     0.00     100.00     100.00     Chile      Execution, construction and operation of the El Melón tunnel

 

(1) On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada, (See Note 5).
(2) On December 31, 2014, Inmobiliaria Manso de Velasco was merged with ICT, the latter being the legal successor company under the name of Servicios Informáticos e Inmobiliarios Ltda.
(3) On December 30, 2014, the companies Aguas Santiago Poniente SA and Constructora y Proyectos los Maitenes SA were sold.
(4) On January 9, 2015, Sociedad Concesionaria Túnel El Melón was sold. (See Note 2.41.)
(5) Beginning on January 1, 2015, there was a change in functional currency for these entites from the U.S. dollar to the Chilean peso.

 

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APPENDIX 2. CHANGES IN THE SCOPE OF COMBINATION

This appendix is part of Note 2.4.1 “Changes in the scope of combination”.

Incorporation into the scope of combination:

 

Company

  Ownership Interest     Ownership Interest  
  September 30, 2015     December 31, 2014  
  Direct     Indirect     Total     Consolidation Method     Direct     Indirect     Total     Consolidation Method  

Inversiones GasAtacama Holding Ltda.

    —          —          —          —          —          100.00     100.00     Full integration   

Atacama Finance Co. (1)

    —          —          —          —          —          —          —          Full integration   

Energex Co. (1)

    —          —          —          —          —          —          —          Full integration   

GasAtacama S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

GasAtacama Chile S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

Gasoducto TalTal S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

Gasoducto Atacama Argentina S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

GNL Norte S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

Progas S.A.

    —          —          —          —          —          100.00     100.00     Full integration   

See Note 2.4.1.

 

  (1) On 17 September 2014 the companies Atacama Finance Co and Energex Co were dissolved.

Companies eliminated from the scope of combination:

 

Company

  Ownership Interest     Ownership Interest  
  September 30, 2015     December 31, 2014  
  Direct     Indirect     Total     Consolidation Method     Direct     Indirect     Total     Consolidation Method  

Aguas Santiago Poniente S.A.

    —          —          —          —          —          78.88 %     78.88 %     Full integration  

Constructora y Proyectos Los Maitenes S.A.

    —          —          —          —          —          55.00 %     55.00 %     Full integration  

Sociedad Concesionaria Túnel El Melón S.A.

    0.00     100.00 %     100.00 %     Full integration       —          —          —          —     

 

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APPENDIX 3. ASSOCIATED COMPANIES AND JOINT VENTURES

This appendix is part of Note 3.i, “Investments accounted for using the equity method”.

 

Taxpayer ID
No. (RUT)

  

Company

(in alphabetical order)

   Currency    Ownership Interest at
9/30/2015
    Ownership Interest at
12/31/2014
    Type of
Relationship
   Country     

Activity

         Direct     Indirect     Total     Direct     Indirect     Total          

96,806,130-5

   Electrogas S.A.    U.S. dollar      0.00     42.50     42.50     0.00     42.50     42.50   Associate      Chile       Portfolio company

76,418,940-K

   GNL Chile S.A.    Chilean peso      0.00     33.33     33.33     0.00     33.33     33.33   Associate      Chile       Promotion of liquefied natural gas supply project

76,788,080-4

   GNL Quintero S.A.    U.S. dollar      0.00     20.00     20.00     0.00     20.00     20.00   Associate      Chile       Development, design and supply of liquid natural gas regasifying terminal

76,652,400-1

   Centrales Hidroeléctricas De Aysén S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture      Chile       Development and operation of a hydroelectric plant

76,041,891-9

   Aysén Transmisión S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture      Chile       Development and operation of a hydroelectric plant

76,091,595-5

   Aysén Energía S.A.    Chilean peso      0.00     51.00     51.00     0.00     51.00     51.00   Joint venture      Chile       Development and operation of a hydroelectric plant

77,017,930-0

   Transmisora Eléctrica de Quillota Ltda.    Chilean peso      0.00     50.00     50.00     0.00     50.00     50.00   Joint venture      Chile       Electric energy transportation and distribution

 

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APPENDIX 4. ADDITIONAL INFORMATION ON FINANCIAL DEBT

This appendix is part of Note 20, “Other financial liabilities.” The following tables present the contractual undiscounted cash flows by type of financial debt:

a) Bank borrowings

Summary of bank borrowings by currency and maturity

 

Country

  Currency     Nominal
Interest
Rate
    Current     Non-current     Current     Non-current  
      Maturity     Total
Current at
12/31/2014
    Maturity     Total
Non-

current at
9/30/2015
    Maturity     Total
Current
at
12/31/2013
    Maturity     Total
Non-current 
at 12/31/2014
 
      One to
three
months
    Three
to

twelve
months
      One to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to

five
years
    More
than

five
years
      One to
three
months
    Three
to

twelve
months
      One
to

two
years
    Two to
three years
    Three
to
four
years
    Four
to

five
years
    More
than

five
years
   
                ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

  US$         5.98 %     574,764        —          574,764        —          —          —          —          —          —          20,269        1,020,576        1,040,845        —          —          —          —          —          —     

Chile

  Ch$         5.50 %     615        —          615        —          —          —          —          —          —          714        —          714        —          —          —          —          —          —     
        575,379        —          575,379        —          —          —          —          —          —          20,983        1,020,576        1,041,559        —          —          —          —          —          —     

Identification of bank borrowings by company

 

Taxpayer
ID No.
(RUT)

  Company   Country     Financial
Institution
  Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    9-30-2015     12-31-2014  
              Current     Non-current     Current     Non-current  
              Less
than
90 days
    More
than
90 days
    Total
Current
    One
to
two
years
    Two
to
three
years
    Three
to

four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
current
    Less
than
90 days
    More
than
90 days
    Total
Current
    One
to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
current
 

96.800.570-7

  Chilectra S.A.     Chile      Credit lines   Ch$          6.00     6.00     29        —          29        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     

91.081.000-6

  Endesa Chile
S.A.
    Chile      B.N.P. Paribas   US$          6.32     5.98     574,764        —          574,764        —          —          —          —          —          —          20,269        1,020,576        1,040,845        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile
S.A.
    Chile      Banco Santander   Ch$          6.00     6.00     582        —          582        —          —          —          —          —          —          714        —          714        —          —          —          —          —          —     

94.271.00-3

  Enersis S.A.     Chile      Banco Santander
Chile
  Ch$          4.50     4.50     4        —          4        —          —          —          —          —          —          —          —          —          —          —          —          —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total        575,379        —          575,379        —          —          —          —          —          —          20,983        1,020,576        1,041,559        —          —          —          —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

b) Secured and unsecured liabilities

Summary of secured and unsecured liabilities by currency and maturity

 

Country

  Currency   Nominal
Interest
Rate
    Current     Non-current     Current     Non-current  
      Maturity     Total
Current
at
9/30/2015
    Maturity     Total
Non-
current at
9/30/2015
    Maturity     Total
Current at
12/31/2014
    Maturity     Total Non-
current at
12/31/2014
 
      One to
three
months
    Three
to
twelve
months
      One
to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
      One to
three
months
    Three to
twelve
months
      One
to
two
years
    Two
to
three
years
    Three
to
four

years
    Four
to
five
years
    More
than
five
years
   
      ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

  US$     6.93     8,926,299        21,319,934        30,246,233        29,695,239        29,144,247        39,919,478        49,482,933        358,153,297        506,395,194        9,028,616        144,138,509        153,167,125        25,547,239        25,547,239        25,547,239        25,547,239        733,419,902        835,608,858   

Chile

  U.F.     5.57     7,251,762        21,755,288        29,007,050        29,007,049        29,007,049        29,007,049        29,007,049        821,248,858        937,277,054        8,377,677        30,005,314        38,382,991        37,771,918        37,160,846        36,549,774        46,672,611        429,466,743        587,621,892   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total        16,178,061        43,075,222        59,253,283        58,702,288        58,151,296        68,926,527        78,489,982        1,179,402,155        1,443,672,248        17,406,293        174,143,823        191,550,116        63,319,157        62,708,085        62,097,013        72,219,850        1,162,886,645        1,423,230,750   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Secured and unsecured liabilities by company

 

Taxpayer
ID Number

  Company   Country     Financial
Institution
  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    September 30, 2015     December 31, 2014  
                Current ThCh$     Non-Current ThCh$     Current ThCh$     Non-Current ThCh$  
                Less
than 90
days
    More
than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three
to four
years
    Four
to five
years
    More
than five
years
    Total
Non-
Current
    Less
than 90
days
    More
than 90
days
    Total
Current
    One
to two
years
    Two
to three
years
    Three
to four
years
    Four
to five
years
    More
than
five years
    Total
Non-
Current
 

91.081.000-6

  Endesa
Chile
S.A.
    Chile      Banco
Santander
522 Serie-
M
  Chile   U.F.     4.82     4.75     4,443,178        13,329,534        17,772,712        17,772,711        17,772,711        29,098,935        39,213,382        291,944,043        395,801,782        2,474,039        7,422,118        9,896,157        9,896,157        9,896,157        9,896,157        9,896,157        195,949,534        235,534,162   

91.081.000-6

  Endesa
Chile
S.A.
    Chile      Banco
Santander
-317
Serie-H
  Chile   U.F.     7.17     6.20     4,483,121        7,990,400        12,473,521        11,922,528        11,371,536        10,820,543        10,269,551        66,209,254        110,593,412        789,495        2,368,484        3,157,979        3,157,979        3,157,979        3,157,979        3,157,979        77,747,246        90,379,162   

91.081.000-6

  Endesa
Chile
S.A.
    Chile      BNY
Mellon —
144—A
  E.E.U.U.   US$     8.83     8.63     —          —          —          —          —          —          —          —          —          502,137        1,506,412        2,008,549        2,008,549        2,008,549        2,008,549        2,008,549        168,757,572        176,791,768   

91.081.000-6

  Endesa
Chile
S.A.
    Chile      BNY
Mellon —
Primera
Emisión
S-2
  E.E.U.U.   US$     7.40     7.33     905,024        2,715,073        3,620,097        3,620,097        3,620,097        3,620,097        3,620,097        89,336,140        103,816,528        2,641,806        124,978,079        127,619,885        —          —          —          —          —          —     

91.081.000-6

  Endesa
Chile
S.A.
    Chile      BNY
Mellon —
Primera
Emisión
S-3
  E.E.U.U.   US$     8.26     8.13     575,238        1,725,715        2,300,953        2,300,953        2,300,953        2,300,953        2,300,953        193,464,771        202,668,583        2,621,139        7,863,416        10,484,555        10,484,554        10,484,554        10,484,554        10,484,554        290,965,550        332,903,766   

91.081.000-6

  Endesa
Chile
S.A.
    Chile      BNY
Mellon —
Unica
24296
  E.E.U.U.   US$     4.32     4.25     2,936,551        8,809,652        11,746,203        11,746,202        11,746,202        11,746,202        11,746,202        321,745,270        368,730,078        2,174,007        11,394,304        13,568,311        12,957,238        12,346,166        11,735,094        11,124,022        73,777,578        121,940,098   

91.081.000-6

  Endesa
Chile
S.A.
    Chile      BNY
Mellon—
Primera
Emisión
S-1
  E.E.U.U.   US$     7.96     7.88     2,834,949        8,504,848        11,339,797        11,339,797        11,339,797        11,339,797        11,339,797        216,702,677        262,061,865        6,203,670        18,611,010        24,814,680        24,814,680        24,814,680        24,814,680        35,548,589        355,689,165        465,681,794   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total        16,178,061        43,075,222        59,253,283        58,702,288        58,151,296        68,926,527        78,489,982        1,179,402,155        1,443,672,248        17,406,293        174,143,823        191,550,116        63,319,157        62,708,085        62,097,013        72,219,850        1,162,886,645        1,423,230,750   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

c) Financial lease obligations

Financial lease obligations by company

 

Taxpayer ID
Number

  Company   Country     Taxpayer ID
Number
    Financial
Institution
  Country     Currency     Nominal
Interest
Rate
    September 30, 2015     December 31, 2014  
                Current ThCh$     Non-Current ThCh$     Current ThCh$     Non-Current ThCh$  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
 

91.081.000-6

  Endesa Chile
S.A.
    Chile        87.509.100-K      Abengoa
Chile
    Chile      US$          6.50     711,183        2,139,718        2,850,901        2,867,972        2,886,153        2,905,515        2,926,137        11,727,541        23,313,318        652,199        1,957,446        2,609,645        2,611,991        2,614,490        2,617,151        2,619,984        12,287,815        22,751,431   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            Totals            711,183        2,139,718        2,850,901        2,867,972        2,886,153        2,905,515        2,926,137        11,727,541        23,313,318        652,199        1,957,446        2,609,645        2,611,991        2,614,490        2,617,151        2,619,984        12,287,815        22,751,431   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

APPENDIX 5. DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

This appendix forms an integral part of the Enersis Chile’s financial statements.

The detail of assets and liabilities denominated in foreign currencies is the following:

 

ASSETS

   Foreign Currency    Functional Currency    9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

CURRENT ASSETS

           

Cash and cash equivalents

           13,179,011         91,039,422   
   U.S. dollar    Chilean peso      6,263,512         80,722,128   
   Argentine peso    U.S. dollar      6,915,499         6,110,560   
   Chilean peso    U.S. dollar      —           4,206,734   

Current accounts receivable from related companies

           3,631,976         14,039,935   
   U.S. dollar    Chilean peso      3,631,976         14,039,935   
        

 

 

    

 

 

 

Total current assets other than assets classified as held for sale and discontinued operations

           16,810,987         105,079,357   
        

 

 

    

 

 

 

TOTAL CURRENT ASSETS

           16,810,987         105,079,357   
        

 

 

    

 

 

 

NON- CURRENT ASSETS

           

Investments accounted for using the equity method

           33,569,137         27,794,762   
   U.S. dollar    Chilean peso      33,569,137         27,794,762   
        

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

           33,569,137         27,794,762   
        

 

 

    

 

 

 

TOTAL ASSETS

           46,222,403         132,874,119   
        

 

 

    

 

 

 

 

            9-30-2015     12-31-2014  
            Current Liabilities     Non-current Liabilities     Current Liabilities     Non-current Liabilities  
            90 days
or less
    91 days
to 1 year
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
    90 days
or less
    91 days
to 1 year
    Total     One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
 
    Foreign
Currency
  Functional
Currency
  ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$       ThCh$     ThCh$     Current     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$    

LIABILITIES

                                       

Other current financial liabilities

  U.S. dollar       8,537,709        23,895,006        32,432,715        209,524,014        31,931,516        31,950,878        31,971,500        833,815,723        1,139,193,631        9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
  U.S. dollar   Chilean peso     8,537,709        23,895,006        32,432,715        209,524,014        31,931,516        31,950,878        31,971,500        833,815,723        1,139,193,631        9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

    8,537,709        23,895,006        32,432,715        209,524,014        31,931,516        31,950,878        31,971,500        833,815,723        1,139,193,631        9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

APPENDIX 6. ADDITIONAL INFORMATION OFICIO CIRCULAR (OFFICIAL BULLETIN) No. 715 OF FEBRUARY 3, 2012

This appendix forms an integral part of the Enersis Chile’s financial statements.

a ) Portfolio stratification

 

    Trade and other receivables by aging:

 

    Balance at  
    9-30-2015  

Trade and Other
Receivables

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60
days
ThCh$
    61-90
days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, gross

    384,552,394        27,807,115        12,228,969        1,880,821        3,041,144        1,324,434        1,731,692        1,313,697        362,431        49,646,802        483,889,499        3,153,282   

Allowance for doubtful accounts

    (450,496     (191,679     (190,538     (98,666     (105,063     (86,706     (106,257     (410,876     (64,170     (24,595,458     (26,299,909     —     

Other receivables, gross

    130,983,793        —          —          —          —          —          —          —          —          —          130,983,793        3,776,656   

Allowance for doubtful accounts

    (8,162,822     —          —          —          —          —          —          —          —          —          (8,162,822     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    506,922,869        27,615,436        12,038,431        1,782,155        2,936,081        1,237,728        1,625,435        902,821        298,261        25,051,344        580,410,561        6,929,938   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Balance at  
    12-31-2014  

Trade and Other
Receivables

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60
days
ThCh$
    61-90
days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, gross

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898        3,318,126   

Allowance for doubtful accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (22,030,558     (23,906,444     —     

Other receivables, gross

    117,462,574        —          —          —          —          —          —          —          —          —          117,462,574        4,178,286   

Allowance for doubtful accounts

    (5,928,723     —          —          —          —          —          —          —          —          —          (5,928,723     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    519,847,006        24,689,444        11,083,658        3,285,216        610,890        1,386,112        627,966        982,925        570,294        15,097,794        578,181,305        7,496,412   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-113


Table of Contents
    By type of portfolio:

 

Aging of balances

  Balance at     Balance at  
  9-30-2015     12-31-2014  
  Non-renegotiated
Portfolio
    Renegotiated Portfolio     Total Gross Portfolio     Non-renegotiated
Portfolio
    Renegotiated Portfolio     Total Gross Portfolio  
  Number
of
customers
    Gross
amount
ThCh$
    Number of
customers
    Gross
amount
ThCh$
    Number
of
customers
    Gross
amount
ThCh$
    Number
of
customers
    Gross
amount
ThCh$
    Number of
customers
    Gross
amount
ThCh$
    Number
of
customers
    Gross
amount
ThCh$
 

Current

    1,312,094        381,450,931        55,738        6,254,745        1,367,832        387,705,676        1,120,913        408,973,803        44,355        2,897,982        10,337,947        411,871,785   

1 to 30 days

    345,763        24,337,479        22,255        3,469,636        368,018        27,807,115        394,849        22,455,423        20,378        2,440,515        2,187,327        24,895,938   

31 to 60 days

    91,710        10,860,335        7,545        1,368,634        99,255        12,228,969        107,014        10,431,423        6,632        936,992        438,222        11,368,415   

61 to 90 days

    12,792        1,507,068        1,540        373,753        14,332        1,880,821        16,019        3,237,896        1,335        286,514        111,278        3,524,410   

91 to 120 days

    6,603        2,832,153        824        208,991        7,427        3,041,144        6,699        617,720        672        162,649        72,724        780,369   

121 to 150 days

    5,054        1,156,470        492        167,964        5,546        1,324,434        5,401        1,403,115        468        126,661        66,295        1,529,776   

151 to 180 days

    4,153        1,334,114        293        397,578        4,446        1,731,692        4,457        650,259        272        73,814        48,729        724,073   

181 to 210 days

    6,445        1,256,374        163        57,323        6,608        1,313,697        5,433        1,299,677        183        65,236        39,593        1,364,913   

211 to 250 days

    3,246        178,185        140        184,246        3,386        362,431        3,731        644,648        158        39,345        31,399        683,993   

More than 251 days

    9,735        46,333,879        470        3,312,923        10,205        49,646,802        91,978        29,615,862        4,650        7,512,490        426,902        37,128,352   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,797,595        471,246,988        89,460        15,795,793        1,887,055        487,042,781        1,756,494        479,329,826        79,103        14,542,198        13,760,416        493,872,024   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

b ) Portfolio in default and in legal collection process

 

     Balance at      Balance at  
     9-30-2015      12-31-2014  

Portfolio in Default and in Legal Collection Process

   Number of
Customers
     Amount
ThCh$
     Number of
Customers
     Amount
ThCh$
 

Notes receivable in default

     2,013         267,573         2,039         269,934   

Notes receivable in legal collection process (*)

     3,923         7,093,235         3,898         6,983,415   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,936         7,360,808         5,937         7,253,349   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (*) Legal collections are included in the portfolio in arrears.

 

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Table of Contents

c ) Provisions and write-offs

 

     Balance at  

Provisions and Write-offs

   9-30-2015
ThCh$
     9-30-2014
(Unaudited)
ThCh$
 

Provision for non-renegotiated portfolio

     10,291,284         1,463,785   

Provision for renegotiated portfolio

     (5,264,190      (388,298

Write-offs during the period

     —           —     

Recoveries during the period

     —           —     
  

 

 

    

 

 

 

Total

     5,027,094         1,075,487   
  

 

 

    

 

 

 

d ) Number and value of operations

 

     Balance at  
     9-30-2015      9-30-2014
(Unaudited)
 

Number and Value of Operations

   Total detail
by type of
operation
Last Quarter
     Total detail by
type of
operation
Annual
Accumulation
     Total detail
by type of
operation
Last Quarter
     Total detail by
type of
operation
Annual
Accumulation
 

Impairment provisions and recoveries:

           

Number of operations

     1,886,563         1,886,563         1,798,642         1,798,642   

Value of operations, in ThCh$

     5,027,094         5,027,094         830,164         1,075,487   

 

F-115


Table of Contents

APPENDIX 6.1. SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

This appendix forms an integral part of the Enersis Chile’s financial statements.

a) Portfolio stratification

 

    Trade receivables by aging:

 

    Balance at  
    9-30-2015  

Trade and other current
receivables

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, generation

    233,991,291        353        2,551        2        6,642        39,764        —          181,591        5        1,305,310        235,527,509        48,635   

- Large customers

    233,566,869        353        2,551        2        6,642        39,764        —          181,591        5        1,305,310        235,103,087        —     

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —          —     

- Others

    424,422        —          —          —          —          —          —          —          —          —          424,422        48,635   

Allowance for doubtful accounts

    (55,494     —          —          —          —          —          —          —          —          (1,122,141     (1,177,635     —     

Unbilled services

    137,217,470        —          —          —          —          —          —          —          —          19,055        137,236,525        —     

Services billed

    96,773,821        353        2,551        2        6,642        39,764        —          181,591        5        1,286,255        98,290,984        48,635   

Trade receivables, distribution

    150,561,103        27,806,762        12,226,418        1,880,819        3,034,502        1,284,670        1,731,692        1,132,106        362,426        48,341,492        248,361,990        3,104,647   

- Large customers

    123,789,696        21,282,497        8,947,027        1,098,549        636,590        442,677        330,588        566,630        191,192        19,042,751        176,328,197        2,801,608   

- Institutional customers

    24,821,623        5,094,054        2,274,170        539,140        279,490        120,368        522,234        245,807        17,242        15,032,846        48,946,974        278,424   

- Others

    1,949,784        1,430,211        1,005,221        243,130        2,118,422        721,625        878,870        319,669        153,992        14,265,895        23,086,819        24,615   

Allowance for doubtful accounts

    (395,002     (191,679     (190,538     (98,666     (105,063     (86,706     (106,257     (410,876     (64,170     (23,473,317     (25,122,274     —     

Unbilled services

    101,512,439        —          —          —          —          —          —          —          —          —          101,512,439        —     

Services billed

    49,048,664        27,806,762        12,226,418        1,880,819        3,034,502        1,284,670        1,731,692        1,132,106        362,426        48,341,492        146,849,551        3,104,647   

Total Trade Receivables, Gross

    384,552,394        27,807,115        12,228,969        1,880,821        3,041,144        1,324,434        1,731,692        1,313,697        362,431        49,646,802        483,889,499        3,153,282   

Total Allowance for Doubtful Accounts

    (450,496     (191,679     (190,538     (98,666     (105,063     (86,706     (106,257     (410,876     (64,170     (24,595,458     (26,299,909     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    384,101,898        27,615,436        12,038,431        1,782,155        2,936,081        1,237,728        1,625,435        902,821        298,261        25,051,344        457,589,590        3,153,282   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-116


Table of Contents

Since not all of our commercial databases in our Combined Group’s different combined entities distinguish whether the final electricity service consumer is a natural or legal person, the main management segmentation used by all the combined entities to monitor and follow up on trade receivables is the following:

 

    Mass-market customers

 

    Large customers

 

    Institutional customers

 

    Balance at  
    12-31-2014  

Trade and other current
receivables

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, generation

    215,515,564        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        221,279,184        —     

- Large customers

    215,515,564        1,126,379        2,211,459        498,757        165,805        16,224        203,213        4,742        11,386        1,475,172        221,228,701        —     

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —          —     

- Others

    —          —          —          50,483        —          —          —          —          —          —          50,483        —     

Allowance for doubtful accounts

    —          —          —          —          —          —          —          —          —          (1,177,635     (1,177,635     —     

Unbilled services

    129,288,778        —          —          —          —          —          —          —          —          —          129,288,778        —     

Services billed

    86,226,786        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        91,990,406        —     

Trade receivables, distribution

    193,038,095        23,769,559        9,156,956        2,975,170        614,564        1,513,552        520,860        1,360,171        672,607        35,653,180        269,274,714        3,318,126   

- Large customers

    148,429,749        16,970,890        6,872,321        1,012,684        474,373        337,101        258,211        486,833        154,843        17,153,968        192,150,973        2,358,478   

- Institutional Clients

    39,530,019        6,327,489        1,561,755        1,708,259        6,617        357,959        231,579        662,941        217,543        8,790,763        59,394,924        550,439   

- Others

    5,078,327        471,180        722,880        254,227        133,574        818,492        31,070        210,397        300,221        9,708,449        17,728,817        409,209   

Allowance for doubtful accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (20,852,923     (22,728,809     —     

Unbilled services

    159,974,872        —          —          —          —          —          —          —          —          —          159,974,872        —     

Services billed

    33,063,222        23,769,559        9,156,956        2,975,170        614,564        1,513,552        520,860        1,360,171        672,607        35,653,180        109,299,841        3,318,126   

Total Trade Receivables, Gross

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898        3,318,126   

Total Allowance for Doubtful Accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (22,030,558     (23,906,444     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    408,313,155        24,689,444        11,083,658        3,285,216        610,890        1,386,112        627,966        982,925        570,294        15,097,794        466,647,454        3,318,126   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-117


Table of Contents

- By type of portfolio:

 

    Balance at  
    9-30-2015  

Type of Portfolio

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More
than
251 days
ThCh$
    Total
Gross
Portfolio
ThCh$
 

GENERATION

                     

Non-renegotiated portfolio

    233,991,291        353        2,551        2        6,642        39,764        —          181,591        5        1,305,310        235,527,509   

- Large customers

    233,566,869        353        2,551        2        6,642        39,764        —          181,591        5        1,305,310        235,103,087   

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    424,422        —          —          —          —          —          —          —          —          —          424,422   

Renegotiated portfolio

    —          —          —          —          —          —          —          —          —          —          —     

- Large customers

    —          —          —          —          —          —          —          —          —          —          —     

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    —          —          —          —          —          —          —          —          —          —          —     

Distribution

                     

Non-renegotiated portfolio

    146,628,735        24,337,126        10,857,784        1,507,066        2,825,511        1,116,706        1,334,114        1,074,783        178,180        45,028,569        234,888,574   

-Mass-market customers

    120,061,055        18,052,132        7,589,249        725,207        427,749        275,039        227,123        509,559        149,022        17,135,794        165,151,929   

- Large customers

    24,619,392        4,856,107        2,264,524        539,140        279,490        120,368        522,234        245,807        17,242        15,032,846        48,497,150   

- Institutional customers

    1,948,288        1,428,887        1,004,011        242,719        2,118,272        721,299        584,757        319,417        11,916        12,859,929        21,239,495   

Renegotiated portfolio

    3,932,368        3,469,636        1,368,634        373,753        208,991        167,964        397,578        57,323        184,246        3,312,923        13,473,416   

-Mass-market customers

    3,728,640        3,230,366        1,357,779        373,342        208,841        167,638        103,465        57,071        42,170        1,906,957        11,176,269   

- Large Customers

    202,231        237,947        9,645        —          —          —          —          —          —          —          449,823   

- Institutional Customers

    1,497        1,323        1,210        411        150        326        294,113        252        142,076        1,405,966        1,847,324   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Gross Portfolio

    384,552,394        27,807,115        12,228,969        1,880,821        3,041,144        1,324,434        1,731,692        1,313,697        362,431        49,646,802        483,889,499   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-118


Table of Contents
    Balance at  
    12-31-2014  

Type of Portfolio

  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More
than
251 days
ThCh$
    Total
Gross
Portfolio
ThCh$
 

GENERATION

                     

Non-renegotiated portfolio

    215,515,564        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        221,279,184   

- Large customers

    215,515,564        1,126,379        2,211,459        498,757        165,805        16,224        203,213        4,742        11,386        1,475,172        221,228,701   

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    —          —          —          50,483        —          —          —          —          —          —          50,483   

Renegotiated portfolio

    —          —          —          —          —          —          —          —          —          —          —     

- Large customers

    —          —          —          —          —          —          —          —          —          —          —     

- Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

- Others

    —          —          —          —          —          —          —          —          —          —          —     

Distribution

                     

Non-renegotiated portfolio

    190,140,113        21,329,044        8,219,964        2,688,656        451,915        1,386,891        447,046        1,294,935        633,262        28,140,690        254,732,516   

-Mass-market customers

    146,243,855        14,632,805        5,935,329        736,267        311,815        210,642        184,854        421,774        115,498        9,683,090        178,475,929   

- Large customers

    39,239,436        6,240,396        1,561,755        1,698,236        6,617        357,959        231,579        662,941        217,543        8,774,211        58,990,673   

- Institutional customers

    4,656,822        455,843        722,880        254,153        133,483        818,290        30,613        210,220        300,221        9,683,389        17,265,914   

Renegotiated portfolio

    2,897,982        2,440,515        936,992        286,514        162,649        126,661        73,814        65,236        39,345        7,512,490        14,542,198   

-Mass-market customers

    2,185,893        2,338,085        936,992        276,417        162,558        126,459        73,357        65,059        39,345        7,470,878        13,675,043   

- Large customers

    290,583        87,093        —          10,023        —          —          —          —          —          16,552        404,251   

- Institutional customers

    421,506        15,337        —          74        91        202        457        177        —          25,060        462,904   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Gross Portfolio

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-119


Table of Contents

APPENDIX 6.2. ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

This appendix forms an integral part of the Enersis Chile’s financial statements.

 

     CHILE      TOTAL  
   9-30-2015      12-31-2014      9-30-2015      12-31-2014  

BALANCE

   Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity  

Current accounts receivable from related companies

     250,149         141,414         212,000         109,588         250,149         141,414         212,000         109,588   

Trade and other current receivables

     197,511,306         24,040,822         245,764,182         14,741,243         197,511,306         24,040,822         245,764,182         14,741,243   

Total Estimated Assets

     197,761,455         24,182,236         245,976,182         14,850,831         197,761,455         24,182,236         245,976,182         14,850,831   

Current accounts payable to related companies

     5,240,630         215,966         1,547,416         71,570         5,240,630         215,966         1,547,416         71,570   

Trade and other current payables

     95,143,645         45,852,222         75,929,064         26,185,456         95,143,645         45,852,222         75,929,064         26,185,456   

Total Estimated Liabilities

     100,384,275         46,068,188         77,476,480         26,257,026         100,384,275         46,068,188         77,476,480         26,257,026   

 

     9-30-2015      12-31-2014      9-30-2015      12-31-2014  

INCOME STATEMENT

   Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity  

Energy Sales

     197,761,455         24,182,236         212,420,675         10,496,376         197,761,455         24,182,236         212,420,675         10,496,376   

Energy Purchases

     100,384,275         46,068,188         38,827,589         10,873,645         100,384,275         46,068,188         38,827,589         10,873,645   

 

F-120


Table of Contents

APPENDIX 7. DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

This appendix forms an integral part of the Enersis Chile’s financial statements.

 

Suppliers with Current
Payments

  Balance at     Balance at  
  9-30-2015     12-31-2014  
  Goods
ThCh$
    Services
ThCh$
    Other
ThCh$
    Total
ThCh$
    Goods
ThCh$
    Services
ThCh$
    Other
ThCh$
    Total
ThCh$
 

Up to 30 days

    —          103,053,544        69,410,787        172,464,331        —          80,138,994        60,130,466        140,269,460   

From 31 to 60 days

    —          —          —          —          —          —          —          —     

From 61 to 90 days

    —          —          —          —          —          —          —          —     

From 91 to 120 days

    —          —          —          —          —          —          —          —     

From 121 to 365 days

    —          —          —          —          —          —          —          —     

More than 365 days

    —          —          —          —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    —          103,053,544        69,410,787        172,464,331        —          80,138,994        60,130,466        140,269,460   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Suppliers with Current
Payments

  Balance at     Balance at  
  9-30-2015     12-31-2014  
  Goods
ThCh$
    Services
ThCh$
    Other
ThCh$
    Total
ThCh$
    Goods
ThCh$
    Services
ThCh$
    Other
ThCh$
    Total
ThCh$
 

Up to 30 days

    —          —          —          —          —          —          —          —     

From 31 to 60 days

    —          —          —          —          —          —          —          —     

From 61 to 90 days

    —          —          —          —          —          —          —          —     

From 91 to 120 days

    —          —          —          —          —          —          —          —     

From 121 to 180 days

    —          —          —          —          —          —          —          —     

More than 180 days

    —          —          —          —          —          1,137,018        —          1,137,018   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    —          —          —          —          —          1,137,018        —          1,137,018   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Enersis Chile

Audited Combined Financial Statements as of December 31, 2014 and 2013 and January 1, 2013, and for the years ended December 31, 2014 and 2013 together with the Report of Independent Registered Public Accounting Firms

 

F-122


Table of Contents

Index to the Audited Combined Financial Statements

Report of Independent Registered Public Accounting Firm:

 

Report of Ernst  & Young Servicios Profesionales de Auditoría y Asesorías Limitada (EY Ltda.) — Enersis Chile at December 31, 2014 and 2013 and January 1, 2013

     F-124   

Combined Financial Statements:

  

Combined Statements of Financial Position at December 31, 2014 and 2013 and January 1, 2013

     F-125   

Combined Statements of Comprehensive Income for the years ended December 31, 2014 and 2013

     F-127   

Combined Statements of Changes in Equity for the years ended December 31, 2014 and 2013

     F-129   

Combined Statements of Cash Flows – Direct Method for the years ended December 31, 2014 and 2013

     F-130   

Notes to the Combined Financial Statements

     F-131   

 

Ch$

   Chilean pesos

US$

   U.S. dollars

UF

   The UF is a Chilean inflation-indexed, peso-denominated monetary unit that is set daily in advance based on the previous month’s inflation rate.

ThCh$

   Thousands of Chilean pesos

ThUS$

   Thousands of U.S. dollars

 

F-123


Table of Contents

LOGO

  

 

EY Chile

Avda. Presidente

Riesco 5435, piso 4,

Santiago

  

 

Tel: +56 (2) 2676 1000

www.eychile.cl

  

Report of Independent Registered Public Accounting Firm

To Shareholders and Directors of

Enersis S.A.

We have audited the accompanying combined statements of financial position of Enersis Chile (the “Combined Group”, as described in Note 2 to the combined financial statements) as of December 31, 2014 and 2013 and January 1, 2013, and the related combined statements of comprehensive income, equity and cash flows for the each of the two years in the period ended December 31, 2014. These financial statements are the responsibility of Enersis S.A.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Combined Group’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Combined Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Enersis Chile at December 31, 2014 and 2013 and January 1, 2013, and the combined results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

 

/s/ EY Ltda

EY Ltda.

 

Santiago, Chile

December 4, 2015

 

F-124


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ENERSIS CHILE

Combined Statements of Financial Position

At December 31, 2014, 2013 and January 1, 2013

(In thousands of Chilean pesos)

 

 

    Note   12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 
ASSETS        

CURRENT ASSETS

       

Cash and cash equivalents

  7     132,985,927        214,907,097        94,093,760   

Other current financial assets

  8     1,491,129        22,263,951        3,864   

Other current non-financial assets

      16,047,607        4,819,090        8,544,045   

Trade and other current receivables

  9     578,081,205        302,980,633        302,204,856   

Current accounts receivable from related companies

  10     16,952,650        34,348,893        25,418,867   

Inventories

  11     43,677,878        22,015,024        35,822,895   

Current tax assets

  12     45,648,139        153,383,498        148,174,175   
   

 

 

   

 

 

   

 

 

 

Total current assets other than assets or groups of assets for disposal classified as held for sale

      834,884,535        754,718,186        614,262,462   
   

 

 

   

 

 

   

 

 

 

Non-current assets or groups of assets for disposal classified as held for sale

  13     7,978,963        —          —     

Non-current assets or groups of assets for disposal classified as held for sale

      7,978,963        —          —     
   

 

 

   

 

 

   

 

 

 

TOTAL CURRENT ASSETS

      842,863,498        754,718,186        614,262,462   
   

 

 

   

 

 

   

 

 

 

NON-CURRENT ASSETS

       

Other non-current financial assets

  8     6,750,472        2,782,608        31,575,533   

Other non-current non-financial assets

      235,430        366,777        380,917   

Trade and other non-current receivables

  9     7,496,412        6,875,034        7,548,389   

Non-current accounts receivable from related companies

  10     —          —          5,712,830   

Investments accounted for using the equity method

  14     40,365,323        214,426,176        178,220,751   

Intangible assets other than goodwill

  15     36,525,522        37,570,805        37,962,229   

Goodwill

  16     887,257,655        867,053,404        867,053,404   

Property, plant and equipment

  17     3,283,760,776        2,880,470,635        2,810,746,294   

Investment property

  18     8,514,562        44,877,049        46,922,970   

Deferred tax assets

  19     12,965,095        11,251,547        18,044,936   
   

 

 

   

 

 

   

 

 

 

TOTAL NON-CURRENT ASSETS

      4,283,871,247        4,065,674,035        4,004,168,253   
   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

      5,126,734,745        4,820,392,221        4,618,430,715   
   

 

 

   

 

 

   

 

 

 

 

F-125


Table of Contents

ENERSIS CHILE

Combined Statements of Financial Position

At December 31, 2014, 2013 and January 1, 2013

(In thousands of Chilean pesos)

 

 

     Note    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 
LIABILITIES AND EQUITY          

CURRENT LIABILITIES

         

Other current financial liabilities

   20      146,364,359        127,263,854        220,356,909   

Trade and other current payables

   23      495,361,355        358,330,996        274,359,131   

Current accounts payable to related companies

   10      187,185,193        337,171,936        66,891,664   

Other current provisions

   24      11,623,514        44,639,072        38,652,787   

Current tax liabilities

   12      38,357,866        59,433,519        30,073,926   

Other current non-financial liabilities

        35,703,261        1,291,094        2,587,960   
     

 

 

   

 

 

   

 

 

 

Total current liabilities other than those associated with groups of assets for disposal classified as held for sale

        914,595,548        928,130,471        632,922,377   
     

 

 

   

 

 

   

 

 

 

Liabilities associated with groups of assets for disposal classified as held for sale

   13      5,488,147        —          —     
     

 

 

   

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES 

        920,083,695        928,130,471        632,922,377   
     

 

 

   

 

 

   

 

 

 

NON-CURRENT LIABILITIES

         

Other non-current financial liabilities

   20      778,135,167        579,403,606        656,681,229   

Trade and other non-current payables

   23      3,711,078        —          —     

Other long-term provisions

   24      27,969,935        23,983,651        25,283,772   

Deferred tax liabilities

   19      255,222,666        176,901,221        187,311,744   

Non-current provisions for employee benefits

   25      53,937,842        41,495,612        38,842,337   

Other non-current non-financial liabilities

        3,608,571        4,693,671        14,071,787   
     

 

 

   

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

        1,122,585,259        826,477,761        922,190,869   
     

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

        2,042,668,954        1,754,608,232        1,555,113,246   
     

 

 

   

 

 

   

 

 

 

EQUITY

         

Allocated Capital

   26.1      2,229,108,975        2,238,169,268        1,145,822,006   

Retained earnings

        1,171,971,677        1,080,532,977        929,854,899   

Other reserves

   26.5      (928,879,218     (879,864,877     382,088,337   

Equity attributable to Enersis Chile

        2,472,201,434        2,438,837,368        2,457,765,242   
     

 

 

   

 

 

   

 

 

 

Non-controlling interests

   26.6      611,864,357        626,946,621        605,552,227   
     

 

 

   

 

 

   

 

 

 

TOTAL EQUITY

        3,084,065,791        3,065,783,989        3,063,317,469   
     

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

        5,126,734,745        4,820,392,221        4,618,430,715   
     

 

 

   

 

 

   

 

 

 

 

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Table of Contents

ENERSIS CHILE

Combined Statements of Comprehensive Income, by Nature

For the years ended December 31, 2014 and 2013

(In thousands of Chilean pesos)

 

 

COMBINED STATEMENTS OF COMPREHENSIVE INCOME Profit
(loss)

   Note    2014
ThCh$
    2013
ThCh$
 

Revenues

   27      2,014,863,898        1,719,566,716   

Other operating income

   27      34,201,387        18,516,161   
     

 

 

   

 

 

 

Revenues and other operating income

        2,049,065,285        1,738,082,877   
     

 

 

   

 

 

 

Raw materials and consumables used

   28      (1,309,402,283     (998,903,978
     

 

 

   

 

 

 

Contribution Margin

        739,663,002        739,178,899   
     

 

 

   

 

 

 

Other work performed by the entity and capitalized

   3 a. – 3 d.1      21,505,568        14,831,058   

Employee benefits expense

   29      (126,341,363     (120,113,902

Depreciation and amortization expense

   30      (128,437,154     (119,507,118

Impairment losses recognized in the year’s profit or loss

   30      (13,185,420     (8,212,948

Other expenses by nature

   31      (110,454,215     (114,552,727
     

 

 

   

 

 

 

Operating Income

        382,750,418        391,623,262   
     

 

 

   

 

 

 

Other gains

   32      70,893,263        14,527,737   

Financial income

   33      14,762,515        13,650,531   

Financial costs

   33      (75,626,489     (69,768,634

Share of profit (loss) of associates and joint ventures accounted for using the equity method

   14      (54,352,582     24,309,344   

Foreign currency exchange differences

   33      (21,444,198     (1,838,329

Profit from indexed assets and liabilities

   33      15,263,623        1,593,046   
     

 

 

   

 

 

 

Income before taxes

        332,246,550        374,096,957   
     

 

 

   

 

 

 

Income tax expense

   34      (132,687,133     (61,712,442
     

 

 

   

 

 

 

NET INCOME

        199,559,417        312,384,515   
     

 

 

   

 

 

 

Net income attributable to:

       

Enersis Chile

        162,459,039        229,526,660   

Non-controlling interests

   26.5      37,100,378        82,857,855   
     

 

 

   

 

 

 

NET INCOME

        199,559,417        312,384,515   
     

 

 

   

 

 

 

 

F-127


Table of Contents

ENERSIS CHILE

Combined Statements of Comprehensive Income, by Nature (continued)

For the years ended December 31, 2014 and 2013

(In thousands of Chilean pesos)

 

 

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

   Note    2014
ThCh$
    2013
ThCh$
 

Net Income

     199,559,417        312,384,515   

Components of other comprehensive income that will not be reclassified subsequently to profit or loss, before taxes

       

Losses from defined benefit plans

   25.2.b      (12,692,856     (3,260,244

Other comprehensive income that will not be reclassified subsequently to profit or loss

        (12,692,856     (3,260,244

Components of other comprehensive income (loss) that will be reclassified subsequently to profit or loss, before taxes

       

Foreign currency translation gains

        12,473,950        12,286,748   

Gains (losses) from available-for-sale financial assets

        1,849        (2,273

Share of other comprehensive income (loss) from associates and joint ventures accounted for using the equity method

        13,476,871        8,699,592   

Losses from cash flow hedges

        (122,590,463     (61,087,792

Adjustments from reclassification of cash flow hedges, transferred to profit or loss

        (8,765,418     (9,840,931

Other comprehensive income (loss) that will be reclassified subsequently to profit or loss

        (105,403,211     (49,944,656

Components of other comprehensive income (loss), before taxes

        (118,096,067     (53,204,900

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

       

Income tax related to defined benefit plans

        4,527,209        652,049   

Income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss

        4,527,209        652,049   

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

       

Income tax related to cash flow hedge

        31,585,153        10,955,996   

Income tax related to available-for-sale financial assets

        (1,462     455   

Income tax related to components of other comprehensive income that will be reclassified subsequently to profit or loss

        31,583,691        10,956,451   
     

 

 

   

 

 

 

Total Other Comprehensive Income (Loss)

        (81,985,167     (41,596,400
     

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        117,574,250        270,788,115   
     

 

 

   

 

 

 

Comprehensive income attributable to:

       

Enersis Chile

        110,466,754        203,106,403   

Non-controlling interests

        7,107,496        67,681,712   
     

 

 

   

 

 

 

TOTAL COMPREHENSIVE INCOME

        117,574,250        270,788,115   
     

 

 

   

 

 

 

 

F-128


Table of Contents

ENERSIS CHILE

Combined Statements of Changes in Equity

For the years ended December 31, 2014, 2013 and January 1, 2013

(In thousands of Chilean pesos)

 

 

Statements of Changes in Equity

  Allocated
Capital
    Changes in Other Reserves     Retained
Earnings
    Equity
Attributable
to Enersis Chile
    Non-controlling
Interests
    Total Equity  
    Reserve for
Exchange
Differences
in Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Other
Reserves
         

Equity at beginning of period 1/1/2014

    2,238,169,268        3,628,184        (6,258,379     —          11,811        (877,246,493     (879,864,877     1,080,532,977        2,438,837,368        626,946,621        3,065,783,989   

Changes in equity

                     

Comprehensive income

                     

Profit (loss)

                  162,459,039        162,459,039        37,100,378        199,559,417   

Other comprehensive income

      7,815,782        (60,592,484     (7,301,245     2,235        8,083,427        (51,992,285       (51,992,285     (29,992,882     (81,985,167

Comprehensive income

                    110,466,754        7,107,496        117,574,250   

Dividends

                  (109,706,921     (109,706,921     (40,621,604     (150,328,525

Increase (decrease) from other changes

    (9,060,293     —          —          7,301,245        —          (5,224,276     2,076,969        38,686,582        31,703,258        48,255,408        79,958,666   

Increase (decrease) from changes in stakes of combined entities including loss of control (Note 2.4.1)

      —                900,975        900,975        —          900,975        (29,823,564     (28,922,589

Total changes in equity

    (9,060,293     7,815,782        (60,592,484     —          2,235        3,760,126        (49,014,341     91,438,700        33,364,066        (15,082,264     18,281,802   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity at end of period 12/31/2014

    2,229,108,975        11,443,966        (66,850,863     —          14,046        (873,486,367     (928,879,218     1,171,971,677        2,472,201,434        611,864,357        3,084,065,791   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Changes in Equity

        Changes in Other Reserves                          
  Allocated
Capital
    Reserve for
Exchange
Differences
in Translation
    Reserve for
Cash Flow
Hedges
    Reserve for
Gains and
Losses for
Defined
Benefit
Plans
    Reserve for
Gains and
Losses on
Remeasuring
Available-
for-Sale
Financial
Assets
    Other
Miscellaneous
Reserves
    Other Reserves     Retained
Earnings
    Equity
Attributable
to Enersis Chile
    Non-controlling
Interests
    Total Equity  

Equity at beginning of period 1/1/2013

    1,145,822,006        (3,488,610     25,228,578        —          13,647        360,334,722        382,088,337        929,854,899        2,457,765,242        605,552,227        3,063,317,469   

Changes in equity

                     

Comprehensive income

                     

Profit (loss)

                  229,526,660        229,526,660        82,857,855        312,384,515   

Other comprehensive income

      7,116,794        (31,486,957     (2,048,258     (1,836     —          (26,420,257       (26,420,257     (15,176,143     (41,596,400

Comprehensive income

                    203,106,403        67,681,712        270,788,115   

Dividends

                  (131,159,522     (131,159,522     (36,354,383     (167,513,905

Increase (decrease) from other changes

    1,092,347,262        —          —          2,048,258        —          (1,243,494,764     (1,241,446,506     52,310,940        (96,788,304     (4,019,386     (100,807,690

Increase (decrease) from changes in stakes of combined entities that do not entail a loss of control

      —                5,913,549        5,913,549        —          5,913,549        (5,913,549     —     

Total changes in equity

    1,092,347,262        7,116,794        (31,486,957     —          (1,836     (1,237,581,215     (1,261,953,214     150,678,078        (18,927,874     21,394,394        2,466,520   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity at end of period 12/31/2013

    2,238,169,268        3,628,184        (6,258,379     —          11,811        (877,246,493     (879,864,877     1,080,532,977        2,438,837,368        626,946,621        3,065,783,989   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-129


Table of Contents

ENERSIS CHILE

Combined Statements of Cash Flows, Direct

For the years ended December 31, 2014 and 2013

(In thousands of Chilean pesos)

 

 

Statements of Direct Cash Flow

  Note     2014
ThCh$
    2013
ThCh$
 

Cash flow from (used in) operating activities

     

Types of collection from operating activities

     

Collections from the sale of goods and services

      2,387,905,862        2,105,444,082   

Collections from royalties, payments, commissions, and other income from ordinary activities

      —          —     

Collections from premiums and services, annual payments, and other benefits from policies held

      —          73,618,168   

Other collections from operating activities

      15,244,642        31,272,875   

Types of payment in cash from operating activities

     

Payments to suppliers for goods and services

      (1,875,922,724     (1,483,888,195

Payments to and on behalf of employees

      (118,058,522     (106,465,885

Payments on premiums and services, annual payments, and other obligations from policies held

      (8,060,258     (5,468,607

Other payments for operating activities

      (92,292,159     (81,340,651

Cash flows from operating activities

     

Income taxes paid

      (33,916,694     (67,815,894

Other outflows of cash, net

      (9,953,266     (22,395,362
   

 

 

   

 

 

 

Net cash flows from operating activities

      264,946,881        442,960,531   
   

 

 

   

 

 

 

Cash flow from (used in) investing activities

     

Cash flows from the loss of control of combined entities or other businesses

    7.e        40,861,571        —     

Cash flows used to obtain control of combined entities or other businesses

    7.c        (37,654,763     (5,084,700

Other collections from the sale of equity or debt instruments belonging to other entities

      —          —     

Other payments to acquire equity or debt instruments belonging to other entities

      (15,894,195     —     

Other payments to acquire interests in joint ventures

      (3,315,000     —     

Loans to related companies

      —          (4,844,707

Proceeds from the sale of property, plant and equipment

      167,486        5,462,527   

Purchases of property, plant and equipment

      (193,980,458     (128,239,374

Purchases of intangible assets

      —          —     

Proceeds from the sale of other long-term assets

      2,037,930        1,987,002   

Purchases of other long-term assets

      (2,952,035     —     

Cash advances and loans made to other parties

      —          —     

Payments from future, forward, option and swap contracts

      (17,364,789     (134,614

Collections from future, forward, option and swap contracts

      22,536,125        1,214,705   

Collections from related companies

      —          4,895,411   

Dividends received

      12,857,184        7,134,121   

Interest received

      3,952,768        11,487,763   

Other inflows (outflows) of cash, net

      9,704        (3,192
   

 

 

   

 

 

 

Net cash flows used in investing activities

      (188,738,471     (106,125,058
   

 

 

   

 

 

 

Cash flows from (used in) financing activities

     

Proceeds from share issuance

      —          —     

Payments for changes in ownership interest in combined entities that do not entail loss of control

      —          3,192   

Total proceeds from loans

      221,932,163        615,868   

Proceeds from long-term loans

      221,932,163        —     

Proceeds from short-term loans

      —          615,868   

Loans from related companies

      475,737,765        373,106,833   

Payment on borrowings

      (117,659,358     (212,530,770

Payments on financial lease liabilities

     

Payment on loans to related companies

      (633,824,523     (173,958,103

Dividends paid

      (161,129,816     (101,334,995

Interest paid

      (63,291,514     (58,595,534

Change in parent combined group investment

      131,304,205        (37,143,350

Other outflows of cash, net

      (12,213,403     (6,574,206
   

 

 

   

 

 

 

Net cash flows from (used in) financing activities

      (159,144,481     (216,411,065
   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

      (82,936,071     120,424,408   
   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     

Effect of exchange rate changes on cash and cash equivalents

      1,044,602        388,929   

Net increase (decrease) in cash and cash equivalents

      (81,891,469     120,813,337   

Cash and cash equivalents at beginning of period

    7        214,907,097        94,093,760   

Cash and cash equivalents at end of year

    7. d        133,015,629        214,907,097   

 

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ENERSIS CHILE

NOTES TO THE COMBINED FINANCIAL STATEMENTS

 

Contents

   Page  

1.      BACKGROUND

     F-134   

1.1    THE COMBINED GROUP’S ACTIVITIES

     F-135   

2.      BASIS OF PRESENTATION OF THE COMBINED FINANCIAL STATEMENTS

     F-135   

2.1.  Basis of Presentation

     F-135   

2.2.  New accounting pronouncements

     F-139   

2.3.  Responsibility for the information, judgment and estimates provided

     F-142   

2.4.  Combined entities

     F-142   

2.4.1 Changes in the scope of combination

     F-143   

2.4.2 Uncombined companies with an ownership interest of more than 50%

     F-143   

2.5.  Investment in associates and joint arrangements

     F-143   

2.6.  Business combinations

     F-144   

3.      ACCOUNTING POLICIES APPLIED

     F-145   

a)      Property, plant and equipment

     F-145   

b)      Investment property

     F-146   

c)      Goodwill

     F-147   

d)      Intangible assets other than goodwill

     F-147   

d.1) Research and development expenses

     F-147   

d.2) Other intangible assets

     F-147   

e)      Impairment of non-financial assets

     F-148   

f)      Leases

     F-149   

g)      Financial instruments

     F-149   

g.1) Financial assets other than derivatives

     F-149   

g.2) Cash and cash equivalents

     F-150   

g.3) Impairment of financial assets

     F-150   

g.4) Financial liabilities other than derivatives

     F-150   

g.5) Derivative financial instruments and hedge accounting

     F-151   

g.6) Derecognition of financial assets and liabilities

     F-152   

g.7) Offsetting financial assets and liabilities

     F-152   

g.8) Financial guarantee contracts

     F-152   

h)      Fair value measurement

     F-153   

i)       Investments accounted for using the equity method

     F-153   

j)       Inventories

     F-154   

k)      Non-current assets held for sale

     F-154   

l)       Provisions

     F-154   

l.1) Provision for post-employment benefits and similar obligations

     F-155   

m)    Translation of balances in foreign currency

     F-155   

n)      Current / non-current classification

     F-155   

o)      Income taxes

     F-156   

p)      Revenue and expense recognition

     F-156   

q)      Dividends

     F-157   

r)      Share issuance costs

     F-158   

4.      SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS

     F-158   

4.1)  Regulated framework

     F-158   

4.2)  Tariff Revisions

     F-160   

5.      BUSINESS COMBINATION – ACQUISITION OF GASATACAMA

     F-161   

 

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Contents

   Page  

6.      CAPITAL INCREASE

     F-163   

7.      CASH AND CASH EQUIVALENTS

     F-163   

8.      OTHER FINANCIAL ASSETS

     F-164   

9.      TRADE AND OTHER RECEIVABLES

     F-165   

10.    BALANCES AND TRANSACTIONS WITH RELATED COMPANIES

     F-166   

10.1 Balances and transactions with related companies

     F-167   

a) Receivables from related companies

     F-167   

b) Accounts payable to related companies

     F-168   

c) Significant transactions and effects on income/expenses

     F-169   

10.2 Board of Directors and Key Management Personnel

     F-169   

10.3 Compensation plans linked to share price

     F-170   

11.    INVENTORIES

     F-170   

12.    TAX RECEIVABLES AND PAYABLES

     F-170   

13.    NON-CURRENT ASSETS OR GROUPS OF ASSETS FOR DISPOSAL CLASSIFIED AS HELD FOR SALE

     F-171   

14.    INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

     F-173   

15.    INTANGIBLE ASSETS OTHER THAN GOODWILL

     F-174   

16.    GOODWILL

     F-176   

17.    PROPERTY, PLANT AND EQUIPMENT

     F-178   

18.    INVESTMENT PROPERTY

     F-181   

19.    DEFERRED TAXES

     F-182   

20.    OTHER FINANCIAL LIABILITIES

     F-184   

21.    RISK MANAGEMENT POLICY

     F-190   

22.    FINANCIAL INSTRUMENTS

     F-193   

23.    TRADE AND OTHER CURRENT PAYABLES

     F-199   

24.    PROVISIONS

     F-200   

25.    EMPLOYMENT BENEFIT OBLIGATIONS

     F-201   

26.    EQUITY

     F-203   

27.    REVENUE AND OTHER INCOME

     F-206   

28.    RAW MATERIALS AND CONSUMABLES USED

     F-207   

29.    EMPLOYEE BENEFITS EXPENSE

     F-207   

30.    DEPRECIATION, AMORTIZATION, AND IMPAIRMENT LOSSES

     F-207   

31.    OTHER EXPENSES

     F-208   

32.    OTHER GAINS (LOSSES)

     F-208   

33.    FINANCIAL RESULTS

     F-208   

34.    INCOME TAXES

     F-210   

 

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Contents

   Page  

35.    INFORMATION BY SEGMENT

     F-211   

36.     THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

     F-214   

37.    SANCTIONS

     F-221   

38.    ENVIRONMENT

     F-225   

39.    FINANCIAL INFORMATION ON ENTITIES IN THE COMBINED GROUP, SUMMARIZED

     F-226   

40.    SUBSEQUENT EVENTS

     F-226   

APPENDIX 1        ENERSIS CHILE COMBINED GROUP ENTITIES

     F-227   

APPENDIX 2        CHANGES IN SCOPE OF COMBINATION

     F-228   

APPENDIX 3        ASSOCIATED COMPANIES AND JOINT VENTURES

     F-229   

APPENDIX 4        ADDITIONAL INFORMATION ON FINANCIAL DEBT

     F-230   

APPENDIX 5        DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

     F-236   

APPENDIX 6        ADDITIONAL INFORMATION TRADE AND OTHER RECEIVABLES

     F-238   

APPENDIX 6.1     SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

     F-242   

APPENDIX 6.2     ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

     F-246   

APPENDIX 7        DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

     F-247   

 

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ENERSIS CHILE

COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014 AND 2013

(In thousands of Chilean pesos)

 

 

1. BACKGROUND

On April 28, 2015, Enersis S.A. (“Enersis”) informed the Chilean Superintendence of Securities and Insurance (hereinafter “SVS”) through a significant event, that the Board of Directors of the company decided by unanimous vote to initiate an analysis of a corporate reorganization (“reorganization”) aimed at the separation of the activities of generation and distribution of electricity in Chile from activities outside of Chile. The objective of this would be to resolve certain duplications and redundancies that arise from Enersis’ complex corporate structure today and generate value for all its shareholders, maintaining its inclusion in the Enel S.p.A. group.

On July 27, 2015, pursuant to the provisions of Articles 9 and 10 of the Securities Market Law No. 18,045 and the provisions of General Norm No. 30 of the SVS, Enersis informed the SVS, by means of a significant event, that the Board of Directors of the company had decided unanimously that if the separation of power generation and distribution activities in Chile from the rest of the activities of the Enersis group outside of Chile were approved, the reorganization would be carried out through the following corporate transactions:

Steps to carry out the corporate reorganization:

a) Related to the preparation of the Combined Financial Statements

 

  Each of the direct and indirect subsidiaries of Enersis, Chilectra S.A. and Empresa Nacional de Electricidad S.A. (“Endesa S.A.”) would effect spin-offs, resulting in the formation of a new company from the spin-off by Chilectra S.A. (“Chilectra Américas”) and a new company from the spin-off by Endesa S.A. (“Endesa Américas”), which would be allocated equity interests and other assets that both Chilectra S.A. and Endesa S.A. hold outside of Chile, as well as certain other assets and liabilities related to them.

The continuing companies of Endesa and Chilectra S.A. are to be called Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra Chile S.A. (“Chilectra Chile”) after the spin-off.

 

  At the same time, Enersis will be spun-off and, resulting from this spin-off, will form a new company (“Enersis Chile”), which will hold the equity interests and assets of Enersis in Chile allocated to it, including equity interests in Chilectra Chile and Endesa Chile (after the spin-off of these companies described above), and certain other assets and liabilities related to them. Remaining in continuing Enersis (to be called “Enersis Américas” after the spin-off) are the equity interests and corresponding liabilities of Enersis outside Chile, as well as those held by each of the new companies “Chilectra Américas” and “Endesa Américas”, created as a result of the spin-offs of Chilectra Américas and Endesa Américas mentioned above, and the liabilities related to them.

b) Related to the subsequent processes of the division phase.

 

  Once the previously mentioned spin-offs are completed, “Enersis Américas” would absorb by merger “Chilectra Américas” and “Endesa Américas”, and would dissolve them without liquidation, thus grouping all international shares of the Enersis group outside Chile in “Enersis Américas”. The merger involving “Endesa Américas” and “Chilectra Américas” would take place as soon as legally possible and in accordance with the applicable regulations.

The preparation of these combined financial statements of Enersis Chile (the “Combined Group”), do not include effects that could potentially arise as a result of the previously mentioned merger.

The resulting companies would be based in Chile and their shares would be listed in the same markets that Enersis group companies are currently listed. As stated earlier, none of the transactions described above require the contribution of additional financial resources.

 

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On November 10, 2015, in the Enersis’ Extraordinary Board of Directors’ Meeting, the majority of the Board of Directors of the company agreed to summon an Extraordinary Shareholders’ Meeting (“ESM”), on December 18, 2015. The purpose of this meeting is for the shareholders to acknowledge and rule on, among others, the proposed corporate reorganization and all supporting information related to it.

1.1 THE COMBINED GROUP’S ACTIVITIES

Enersis Chile comprises the combination of Endesa Chile S.A. and Chilectra Chile S.A. and their entities and investments in associates and joint ventures (hereinafter “the Combined Group”).

Enersis Chile will be a publicly traded corporation with registered address and head office located at Avenida Santa Rosa, No. 76, in Santiago, Chile. Enersis Chile will be registered in the securities register of the Superintendency of Securities and Insurance of Chile (Superintendencia de Valores y Seguros or SVS). In addition, Enersis Chile will be registered with the Securities and Exchange Commission of the United States of America (hereinafter U.S. SEC) and with Spain’s Comisión Nacional del Mercado de Valores.

Enersis Chile’s corporate purpose consists of generating, transporting, producing, and distributing electrical energy. The Combined Group’s corporate purpose also includes investing in financial assets, developing projects, carrying out activities in the energy industry and in other fields in which electrical energy is essential, and participating in public civil or hydroelectric infrastructure concessions in which it may participate directly or through combined entities or associate companies in Chile.

Enersis Chile will be a subsidiary of Enel Iberoamérica S.R.L., a company controlled by Enel S.p.A. (hereinafter Enel).

 

2. BASIS OF PREPARATION OF THE COMBINED FINANCIAL STATEMENTS

2.1 Basis of Presentation

The combined financial statements as of December 31, 2014 and 2013 and January 1, 2013 of Enersis Chile have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They were approved by the Enersis’ Board of Directors at its meeting held on December 2, 2015.

As of December 31, 2014, the Enersis Chile Combined Group does not represent a group for consolidated financial statement reporting purposes in accordance with IFRS 10 Consolidated Financial Statements.

These combined financial statements are the first financial statements of the Combined Group in accordance with paragraph 3 of IFRS 1 First-time Adoption of International Financial Reporting Standards (“IFRS 1”). The Combined Group prepared the combined financial statements using IFRS 1.D16 (a) (“parent’s accounting method”). The accompanying combined financial statements reflect the combined operations of the Combined Group as it would have been incorporated following the spin-off, assuming date would have been January 1, 2013. The combined financial statements may not be indicative of the Combined Group’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated, since January 1, 2013 as an independent Combined Group during the periods presented.

The Combined Group used the same accounting policies and valuation methods for the preparation of these combined financial statements, as those used by Enersis for the preparation of its Consolidated Financial Statements, unless such accounting policies and valuation methods are not in accordance with IFRS when presenting the Combined Group as a group of companies independent of Enersis. These accounting policies have been disclosed under this note and Note 3 Accounting policies. The entities and associates are included in these combined financial statements using their respective historical carrying values and amounts as included in Enersis’ Consolidated Financial Statements.

 

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Since IFRS does not provide any guidance for the preparation of combined financial statements, paragraph 12 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been used for the preparation of the combined financial statements. This paragraph requires that the latest pronouncements of other standard setters, other accounting literature and accepted industry practice should be considered. The combined financial statements of Enersis Chile have been derived from the aggregation of the net assets of the Chilean business of Enersis. All intra-group balances, revenues, expenses and unrealized gains and losses arising from transactions between companies belonging to Combined Group were eliminated when preparing the combined financial statements. In addition, the investments of Enersis in the Combined Group were eliminated against the equity of the respective combined entities. Transactions with Enersis group companies, which do not belong to the Combined Group, have been disclosed as transactions with related companies.

The Combined Financial Statements have been prepared and published in thousands of Chilean peso (ThCh$), as the Chilean peso is the functional currency of Enersis Chile. Chilean operations with functional currencies other than the Chilean peso are reported in accordance with the accounting policies stated in Note 3.k. Rounding differences may occur in respect of individual amounts or percentages.

Principles applied in preparing the Combined Financial Statements

The following summarizes the accounting and other principles applied in preparing the combined financial statements. Enersis management considers that the allocations described below have been made on a reasonable basis, but are not necessarily indicative of the costs that would have been incurred if the Combined Group had been a stand-alone entity.

Net assets of the Parent (equity)

The Combined Group has not previously formed a separate legal group nor presented any stand-alone financial statements, and accordingly it is not conceivable to present share capital or an analysis of equity reserves. The net assets of the Combined Group are represented by capital invested in the Combined Group and are shown as “Equity” using the same captions as those used by Enersis. Issued capital, share premium and retained earnings of Enersis have been allocated to Enersis Chile based on net assets book value ratio assigned to it. Other reserves (which are primarily composed of the equity effects of past reorganizations, business combinations under common control, residual effects of first-time adoption of IFRS and the equity effects of the current spin-off process) have been allocated considering the transaction and circumstances that led to creation of these reserves.

Cash and cash equivalents

Cash and cash equivalents of the foreign subsidiaries of Enersis are excluded from these Interim Combined Financial Statements.

In addition, the cash and cash equivalents balance of Enersis, on a stand-alone basis, was allocated using the following criteria:

(i) Cash and cash equivalents from the capital increase carried out in 2013 were excluded from these Interim Combined Financial Statements; and

 

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(ii) Cash and cash equivalents remaining after excluding the 2013 capital increase proceeds, were allocated based on the exercise carried out by Enersis’ management, the ratios obtained for the division of the cash and cash equivalents, are as follows:

 

     Proportion of
Net Assets Market
Value
 

Entity

   Chile     Américas  

Enersis

     42     58

Endesa S.A. (Chile)

     66     34

Chilectra S.A.

     63     37

Intercompany balances and transactions with related companies

Intercompany balances with successors of Enersis were allocated by identifying the entity that provided/received the service as well as the nature of it. Intercompany balances with Enersis Chile were eliminated in full for the purpose of these combined financial statements. Intercompany balances with Enersis Americas are included in these combined financial statements and disclosed as accounts with related companies.

Debt instruments and related interest expenses, exchange differences and effects of hedge accounting strategies

Financial debt and related interest expenses and exchange rate differences of the Chilean subsidiaries of Enersis are included in these combined financial statements. Financial debt and related interest expenses and exchange rate differences of Enersis stand-alone have been 100% allocated to Enersis Americas and are not included in these combined financial statements.

In relation to derivative instruments designated as hedging instruments for the Chilean subsidiaries of Enersis have been included in these combined financial statements. Enersis’ management has adopted as a criterion to keep the strategies of hedge accounting. Therefore, all effects on the statement of financial position, income and other comprehensive income are assigned to the specific companies to which the hedged items were assigned. In the case of Enersis on a stand-alone basis, the main items covered by the hedging strategies are related to debt (hedging exposure to foreign currency debt and variability in interest rates). Therefore, the derivative financial instruments were associated with their corresponding hedged item and, as such, have been assigned accordingly to Enersis Américas, an entity that will assume 100% of the debt of Enersis stand-alone entity, or Enersis Chile, as applicable.

Personnel, salary expenses other employee benefits

For purposes of properly distributing the accounting effect of personnel from Enersis on a stand-alone basis between Enersis Chile and Enersis Américas, the Enersis’ Management defined as a criterion to identify those employees whose main activities are related 100% with the operations based in Chile under Enersis. This group of employees was assigned to Enersis Chile. On the other hand, Management also identified those employees whose main activities relate 100% to foreign operations. This group of employees was assigned to Enersis Américas.

All remaining personnel, who divide their main activities between the Chilean operations of Enersis and foreign operations, were assigned to Enersis Chile, meaning that as of the date of the spin-off, those employees identified the activities offered to foreign operations of Enersis and vice-versa. The contracts of the inter-company provision of services between foreign and local businesses ensure reimbursement of the incurred costs of these employees that have been allocated based on the time dedicated to activities offered to Enersis Chile companies from their total available time.

 

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The table below sets forth the breakdown of employees to be allocated to Enersis Chile and Enersis Américas:

 

     Employee Allocation  

Entity

   Chile      Américas  

Enersis

     391         87   

Endesa S.A.

     925         7   

Chilectra S.A.

     668         2   
  

 

 

    

 

 

 

Total

     1,984         96   
  

 

 

    

 

 

 

Once the allocation of personnel was determined Enersis management applied the following criterion to the division of all the personnel related accounts in the statements of financial position and comprehensive income that were associated with the costs directly related to the personnel, such as wages and salaries, post-employment benefit obligations expense and social security and other benefits, travel expenses, etc. In this regard, their allocation was performed based on the specific assignment of the related personnel to the Combined Group, as described above.

Dividends receivable and payable

The criterion defined by Enersis’ Management to allocate to both Enersis Chile as well as to Enersis Américas a portion of dividends receivable accounts from Enersis stand-alone as of the date of the corporate spin-off, has been based mainly on identifying the origin of each one of those dividends. If the dividends come directly from a Chilean subsidiary, these dividends have been allocated 100% to Enersis Chile.

Income tax

The tax effect (income statement and income tax provision) related to the Chilean subsidiaries of Enersis are included in these combined financial statements and was calculated using the statutory corporate tax rates according to the jurisdiction where the pre-tax income was originated.

In addition, for the tax effect in the income statement of Enersis on a stand-alone basis it has been allocated to these combined financial statements by determining a hypothetical taxable income as if Enersis Chile and Enersis Americas had operated as separate taxpayers. However, and from a tax point of view, there is currently only one taxpaying company, which is Enersis, and whose successor entity would be Enersis Americas, if the corporate reorganization is finally approved. Accordingly, income tax payable by Enersis has not been allocated to the combined financial statements.

In relation to deferred tax assets and liabilities, these have been assigned to Enersis Chile and Enersis Américas, taking into account the underlying assets and liabilities, whose respective temporary differences have originated such deferred taxes.

Other working capital accounts

Working capital items such as accounts receivable, accounts payable and inventories that are directly attributable to the Chilean operations of the Combined Group are included in the combined financial statements.

 

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2.2 New accounting pronouncements

a) Accounting pronouncements effective from January 1, 2014:

 

Standards, Interpretations and Amendments

  

Mandatory Application for:

Amendment to IAS 32: Financial Instruments: Presentation

 

Clarifies the requirements for offsetting financial assets and financial liabilities in order to eliminate inconsistencies from the application of the current IAS 32 offsetting criteria.

  

Annual periods beginning on or after January 1, 2014.

Amendments to IFRS 10 and 12, and IAS 27: Investment Entities

 

Under IFRS 10 requirements, the reporting entities must consolidate all of the companies over which they have control. The amendment establishes an exception to these requirements, allowing the Investment Entities to measure their investments at fair value with changes in income as per IFRS 9 instead of consolidating them.

   Annual periods beginning on or after January 1, 2014.

IFRIC 21: Levies

 

This interpretation of IAS 37, “Provisions, Contingent Liabilities and Contingent Assets” outlines when an entity must recognize a government-imposed levy other than income tax as a liability in its financial statements.

   Annual periods beginning on or after January 1, 2014.

Amendment to IAS 36: Impairment of Assets

 

This amendment remove the unintended consequences of IFRS 13 on the disclosures required under IAS 36. In addition, the amendment require disclosure of the recoverable amounts for the assets or CGUs for which impairment loss has been recognized or reversed during the period.

   Annual periods beginning on or after January 1, 2014.

Amendment to IAS 39: Financial Instruments: Recognition and Measurement (Novation of derivatives)

 

This amendment incorporates into the Standard the criteria that must be met in order not to discontinue hedge accounting in circumstances when a hedging instrument is novated.

   Annual periods beginning on or after January 1, 2014.

The new interpretation and amendments adopted, which became effective on January 1, 2014, had no effect on the combined financial statements.

 

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b) Accounting pronouncements effective from January 1, 2015 and subsequent periods:

As of the date of issue of these combined financial statements, the following accounting pronouncements had been issued by the IASB, but their application was not yet mandatory:

 

Standards, Interpretations and Amendments

  

Mandatory Application for:

IFRS 9: Financial Instruments   

This is the final version of the standard issued in July 2014 and which completes the IASB project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” This project was divided into 3 phases:

 

Phase 1 – Classification and measurement of financial assets and financial liabilities. This introduces a logical focus for the classification of financial assets driven by cash flow characteristics and the business model. This new model also results in a single impairment model being applied to all financial instruments.

 

Phase 2 – Impairment methodology. The objective is a more timely recognition of expected credit losses. The standard requires entities to account for expected credit losses from the time when financial instruments are first recognized in the financial statements.

 

Phase 3 – Hedge accounting. This establishes a new model aimed at reflecting better alignment between hedge accounting and risk management activity. Also included are enhancements to required disclosures.

 

This final version of IFRS 9 replaces the previous versions of the Standard.

   Annual periods beginning on or after January 1, 2018.
IFRS 15: Revenue from Contracts with Customers   
This new standard applies to all contracts with customers except leases, financial instruments and insurance contracts. Its purpose is to make financial information more comparable, and it provides a new model for revenue recognition and more detailed requirements for contracts with multiple obligations. It also requires more itemized information. This standard will replace IAS 11 and IAS 18 as well as their interpretations (IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31).    Annual periods beginning on or after January 1, 2018.

Amendment to IAS 19: Employee Benefits

 

The purpose of this amendment is to simplify the accounting for contributions from employees or third parties that are not determined on the basis of an employee’s years of service, such as employee contributions calculated according to a fixed percentage of salary.

   Annual periods beginning on or after July 1, 2014.

Improvements to IFRS (2010-2012 and 2011-2013 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards: IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24, IAS 38 and IAS 40.

   Annual periods beginning on or after July 1, 2014.

Amendment to IFRS 11: Joint Arrangements

 

This amendment states that the accounting standards contained in IFRS 3 and other standards that are pertinent to business combinations accounting must be applied to the accounting for acquiring an interest in a joint operation in which the activities constitutes a business.

   Annual periods beginning on or after January 1, 2016.

 

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Standards, Interpretations and Amendments

  

Mandatory Application for:

Amendment to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization

 

The amendment to IAS 16 explicitly forbids the use of revenue-based depreciation for property, plant and equipment. The amendment to IAS 38 introduces the rebuttable presumption that, for intangible assets, the revenue-based amortization method is inappropriate and establishes two limited exceptions.

   Annual periods beginning on or after January 1, 2016.

Improvements to IFRS (2012-2014 Cycles)

 

These are a set of improvements that were necessary, but not urgent, and that amend the following standards IFRS 5, IFRS7, IAS19 and IAS 34.

   Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10 and IAS 28: Sale or Contribution of Assets

 

The amendment corrects an inconsistency between IFRS 10 and IAS 28 relating to the accounting treatment of the sale or contributions of assets between an Investor and its Associate or Joint Venture.

   Annual periods beginning on or after January 1, 2016.

Amendment to IAS 27: Equity Method in Separate Financial Statements

 

This improvement allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The objective of the improvement is to minimize the costs associated with complying with the IFRS, particularly for those entities applying IFRS for the first time, without reducing the information available to investors.

   Annual periods beginning on or after January 1, 2016.

Amendment to IAS 1: Disclosure Initiative

 

The IASB has issued amendments to IAS 1 as part of its principal initiative to improve the presentation and disclosure of information in financial statements. These amendments are designed to assist companies in applying professional judgment to determine the disclosures that should be included in their financial statements.

   Annual periods beginning on or after January 1, 2016.

Amendment to IFRS 10, IFRS 12 and IAS 28: Investment Entities, Application of the Consolidation Exception

 

The amendments, which have a restricted scope, introduce clarifications to the requirements for the accounting of investment entities. The modifications also provide relief in some circumstances, which will reduce the costs of applying the Standards.

   Annual periods beginning on or after January 1, 2016.

The Combined Group is assessing the impact of applying IFRS 9 and IFRS 15, however, it is not practicable to provide a reasonable estimate of the effects that these IFRSs will have until the Combined Group performs a detail review. In Enersis management’s opinion, the future application of the other standards and amendments is not expected to have a significant effect on the combined financial statements of the Combined Group.

 

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2.3 Responsibility for the information, judgments and estimates provided

Management is responsible for the information contained in these combined financial statements and expressly states that all IFRS principles and standards, as issued by the IASB, have been fully implemented.

In preparing the combined financial statements, certain judgments and estimates made by Enersis management have been used to quantify some of the assets, liabilities, income, expenses and commitments recorded in the statements.

The most important areas were critical judgment is required are:

 

    The identification of Cash Generating Units (CGU) for impairment testing (see Note 3.e).

 

    The hierarchy of information used to measure assets and liabilities at fair value (see Note 3.h)

The estimates refer basically to:

 

    The valuations performed to determine the existence of impairment losses among tangible and intangible assets and goodwill (see Note 3.e).

 

    The assumptions used to calculate the actuarial liabilities and obligations to employees, such as discount rates, mortality tables, salary raises, etc. (see Notes 3.m.1 and 25).

 

    The useful life of property, plant and equipment, and intangible assets (see Notes 3.a and 3.d).

 

    The assumptions used to calculate the fair value of financial instruments (see Notes 3.g.5 and 22).

 

    Energy supplied to customers whose meter readings are pending.

 

    Certain assumptions inherent in the electricity system affecting transactions with other companies, such as production, customer billings, energy consumption, etc. that allow for estimating electricity system settlements that must occur on the corresponding final settlement dates, but that are pending as of the date of issuance of the combined financial statements and could affect the balances of assets, liabilities, income and expenses recorded in the statements (see appendix 6.2).

 

    The probability that uncertain or contingent liabilities will be incurred and their related amounts (see Note 3.l).

 

    Future disbursements for the closure of facilities and restoration of land, as well as the discount rates to be used (see Note 3.a).

 

    The tax results of the various combined entities of the Combined Group that will be reported to the respective tax authorities in the future, and that have served as the basis for recording different balances related to income taxes in these combined financial statements (see Note 3.o).

 

    The fair values of assets acquired and liabilities assumed, and any pre-existing interest in an entity acquired in a business combination.

Although these judgments and estimates have been based on the best information available on the issuance date of these combined financial statements, future events may occur that would require a change (increase or decrease) to these estimates in subsequent periods. This change would be made prospectively, recognizing the effects in the corresponding future combined financial statements.

2.4 Combined entities

Combined entities are defined as those entities controlled, either directly or indirectly, by the Combined Group. Control is achieved when the Combined Group has i) power over the combined entity; ii) is exposed, or has rights, to variable returns from its involvement with the combined entity; and iii) has the ability to use its power to affect its returns.

Enersis Chile has power over its combined entities when it holds the majority of the substantive voting rights or, when it has less than a majority of the voting rights, and those rights are sufficient to give it the practical ability to direct the relevant activities of the combined entity unilaterally.

 

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The Combined Group reassesses whether or not it controls a combined entity if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Appendix 1 – Enersis Combined Entities to these combined financial statements describes the relationship of Enersis Chile with each of its combined entities.

2.4.1 Changes in the scope of combination

On December 30, 2014, Inmobiliaria Manso de Velasco Ltda, a combined entity of Enersis Chile, completed the sale of all of its direct and indirect ownership interest in the companies Construcciones y Proyectos Los Maitenes S.A. and Aguas Santiago Poniente S.A. The selling price of these shares was ThCh$57,173,142, which was received in cash on the same date (see note 32).

The sale of Maitenes S.A. and Aguas Santiago Poniente S.A. from the Enersis Chile Combined Group’s scope of combination caused a decrease in the combined statement of financial position of ThCh$54,845,853 in current assets, ThCh$12,822,077 in non-current assets, and ThCh$1,393,348 in current liabilities; there was no effect on non-current liabilities.

The Combined Group acquired 50% interest of Inversiones GasAtacama Holding Limitada on April 22, 2014 (see Note 5). The acquisition resulted in an increase in the combined statement of financial position of ThCh$198,924,289 in current assets, ThCh$221,471,415 in non-current assets, ThCh$69,989,919 in current liabilities, and ThCh$35,672,488 in non-current liabilities.

By virtue of this operation, the following companies became combined entities of the Combined Group: Inversiones GasAtacama Holding Limitada, GasAtacama S.A., GasAtacama Chile S.A., Gasoducto TalTal S.A., Progas S.A., Gasoducto Atacama Argentina S.A., Atacama Finance Co., GNL Norte S.A. and Energex Co.

2.4.2 Uncombined companies with an ownership interest of more than 50%

Although the Combined Group holds more than a 50% ownership interest in Centrales Hidroeléctricas de Aysén S.A. (Aysén), it is considered a “joint venture” since the Combined Group, through contracts or agreements with shareholders, exercises joint control of the company.

2.5 Investment in associates and joint arrangements

Associates are those entities in which the Combined Group, either directly or indirectly, exercises significant influence.

Significant influence is the power to participate in the financial and operational policy decisions of the investee but does not control or have joint control over these policies. In general, if the Combined Group holds 20% or more of the voting power of an investee, it is presumed that the Combined Group has significant influence over an investee (see Note 3.i).

Joint arrangements are those agreements in which the Combined Group exercises joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the entities’ relevant activities require the unanimous consent of the parties sharing control. Joint arrangements are classified as:

 

    Joint ventures: an agreement whereby the parties exercising joint control have rights to the net assets of the arrangement.

 

    Joint operations: an agreement whereby the parties exercising joint control have rights to the assets, and obligations for the liabilities, relating to the arrangement. At the end of the reporting period, the Combined Group does not have any joint arrangements that qualify as joint operations.

 

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Appendix 3 – “Associated Companies and Joint Ventures” to these combined financial statements describes the relationship of Enersis Chile with each of these companies.

2.6 Business combinations

The combined entities are combined and all their assets, liabilities, revenues, expenses, and cash flows are included in the combined financial statements once the adjustments and eliminations from intercompany transactions have been made.

The comprehensive income of combined entities is included in the combined statement of comprehensive income from the date when the Combined Group obtains control of the combined entity and until the date on which it loses control of the combined entity.

The operations of the Combined Group entities have been combined under the following principles:

 

  1. At the date Enersis Chile obtains control, the combined entity’s assets acquired and its liabilities assumed are recorded at fair value, except for certain assets and liabilities that are recorded using valuation principles established in other IFRS standards. If the fair value of the consideration transferred plus the fair value of any non-controlling interest exceeds the fair value of the net assets acquired, this difference is recorded as goodwill. In the case of a bargain purchase, the resulting gain is recognized in profit or loss for the period after reassessing whether all of the assets acquired and the liabilities assumed have been properly identified and following a review of the procedures used to measure the fair value of these amounts.

For each business combination, the Combined Group chooses whether to measure the non-controlling interests in an acquired company at fair value or at the proportional share of the net identifiable assets acquired.

If the fair value of assets acquired and liabilities assumed at the acquisition date it has not been completed, the Combined Group reports the provisional values recorded. During the measurement period, which shall not exceed one year from the acquisition date, the provisional values recognized will be adjusted retrospectively and additional assets or liabilities will be recognized to reflect new information obtained on events and circumstances that existed on the acquisition date, but which were unknown to management at that time.

For business combinations achieved in stages, the fair value of the equity interest previously held in the acquired company is measured on the date of acquisition and any profit or loss is recognized in the results for that fiscal year.

 

  2. Non-controlling interests in equity and in the comprehensive income of the combined entities are presented, respectively, under the line items “Total Equity: Non-controlling interests” in the combined statement of financial position and “Net Income attributable to non-controlling interests” and “Comprehensive income attributable to non-controlling interests” in the combined statement of comprehensive income.

 

  3. The financial statements of combined entities with functional currencies other than the Chilean peso are translated as follows:

 

  a. For assets and liabilities, the prevailing exchange rate on the closing date of the financial statements is used.

 

  b. For items in the comprehensive income statement, the average exchange rate for the period is used (unless this average is not a reasonable approximation of the cumulative effect of the exchange rates in effect on the dates of the transactions, in which case the exchange rate in effect on the date of each transaction is used).

 

  c. Equity remains at the historical exchange rate from the date of acquisition or contribution, and retained earnings at the average exchange rate at the date of origination.

 

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  d. Exchange differences arising in translation of financial statements are recognized in the item “Foreign currency translation gains (losses)” in other comprehensive income (see Note 26.2).

 

  4. Balances and transactions between combined entities were fully eliminated in the combination process.

 

  5. Changes in interests in combined entities that do not result in taking or losing control are recorded as equity transactions, and the book value of the controlling and non-controlling interests is adjusted to reflect the change in relative interest in the combined entity. Any difference that may exist, between the value for which a non-controlling interest is adjusted and the fair value of a compensation paid or received, is recognized directly in Equity attributable to Enersis Chile.

 

  6. Business combinations under common control are recorded using, as a reference, the ‘pooling of interest’ method. Under this method, the assets and liabilities involved in the transaction remain reflected at the same book value at which they were recorded in the ultimate controlling entity, although subsequent accounting adjustments may need to be made to align the accounting policies of the companies involved.

Any difference between the assets and liabilities contributed to the combination and the compensation given is recorded directly in Net equity as a debit or credit to other reserves. The Combined Group does not apply retrospective accounting records of business combinations under common control.

 

3. ACCOUNTING POLICIES APPLIED

The main accounting policies used in preparing the accompanying combined financial statements are the following:

a) Property, plant and equipment

Property, plant and equipment are measured at acquisition cost, net of accumulated depreciation and any impairment losses they may have experienced. In addition to the price paid to acquire each item, the cost also includes, where applicable, the following concepts:

 

    Financing expenses accrued during the construction period that are directly attributable to the acquisition, construction, or production of qualified assets, which require a substantial period of time before being ready for use such as, for example, electricity generation or distribution facilities. The Combined Group defines “substantial period” as one that exceeds twelve months. The interest rate used is that of the specific financing or, if none exists, the weighted average financing rate of the company carrying out the investment. The weighted average financing rate was 8.8% as of December 31, 2014 and December 31, 2013. The finance expenses capitalized were ThCh$1,817,283 and ThCh$998,984 during the years ended December 31, 2014 and 2013, respectively (see Note 33).

 

    Employee expenses directly related to construction in progress. The amounts capitalized under this concept for the years ended December 31, 2014 and 2013 were ThCh$21,505,568 and ThCh$14,831,058, respectively.

 

    Future disbursements that the Combined Group will have to incur to close its facilities are added to the cost of the asset at fair value, recognizing the corresponding provision for dismantling or restoration. The Combined Group reviews its estimates on an annual basis, increasing or decreasing the value of the asset and the liability based on the results of this estimate (see Note 24).

Items for construction work in progress are transferred to operating assets once the testing period has been completed and they are available for use, at which time depreciation begins.

Expansion, modernization or improvement costs that represent an increase in productivity, capacity or efficiency, or a longer useful life are capitalized as increasing the cost of the corresponding assets.

 

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The replacement or overhaul of entire components that increase the asset’s useful life or economic capacity are recorded as an increase in cost for the respective assets, derecognizing the replaced or overhauled components.

Expenditures for periodic maintenance, conservation and repair are recognized directly as an expense for the year in which they are incurred.

The Combined Group, based on the outcome of impairment testing performed as explained in Note 3.e), considers that the carrying amount of assets does not exceed their recoverable amount.

Property, plant and equipment, net of its residual value, is depreciated by distributing the cost of the different items that comprise it on a straight-line basis over its estimated useful life, which is the period during which the Combined Group expects to use the assets. Useful life estimates and residual values are reviewed on an annual basis and if appropriate adjusted prospectively.

The following table sets forth the main categories of property, plant and equipment with their respective estimated useful lives:

 

Categories of Property, plant and equipment

   Years of estimated useful lives

Buildings

   22 – 100

Plant and equipment

   3 – 85

IT equipment

   3 – 15

Fixtures and fittings

   5 – 21

Motor vehicles

   5 – 10

Other

   2 – 33

Additionally, the following table sets forth more details on the useful lives of plant and equipment items:

 

     Years of Estimated useful lives

Generating facilities:

  

Hydroelectric plants

  

Civil engineering works

   35 – 65

Electromechanical equipment

   10 – 85

Fuel oil/coal-fired power plants

   25 – 40

Combined cycle plants

   10 – 35

Renewable energy power plants

   35

Transmission and distribution facilities:

  

High-voltage network

   10 – 80

Low- and medium-voltage network

   7 – 62

Measuring and remote control equipment

   3 – 76

Other facilities

   4 – 25

Natural gas transport facilities

  

Pipelines

   35

Land is not depreciated since it has an indefinite useful life.

Gains or losses that arise from the sale or disposal of items of Property, plant and equipment are recognized as “Other gains (losses)” in the comprehensive income statement and are calculated by deducting the net book value of the asset and any sales expenses from the amount received in the sale.

b) Investment property

Investment property includes land and buildings held for the purpose of earning rentals and/or for capital appreciation.

Investment property is measured at acquisition cost less any accumulated depreciation and impairment losses that have been incurred. Investment property, excluding land, is depreciated on a straight-line basis over the estimated useful lives of the related assets.

 

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An investment property is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.

Gains or losses on derecognition of the investment property is calculated as the difference between the net disposal proceeds and the carrying amount of the asset.

The breakdown of the fair value of investment property is detailed in Note 18.

c) Goodwill

Goodwill arising from business combinations represents the excess of the consideration paid plus the amount of any non-controlling interests over the Combined Group’s share of the net value of the assets acquired and liabilities assumed, measured at fair value at the acquisition date. If the accounting for a business combination is completed, as well as the determination of goodwill, after the end of the reporting period in which the combination occurs, the amounts previously reported presented are adjusted, for comparative purposes to include the value of the assets acquired and liabilities assumed and the value of the final goodwill as of acquisition date.

Goodwill arising from acquisition of entities with functional currencies other than the Chilean peso is measured in the functional currency of the acquired company and translated to Chilean pesos using the closing exchange rate.

Goodwill is not amortized; instead, at the end of each reporting period or when there are indicators, the Combined Group estimates whether any impairment loss has reduced its recoverable amount to an amount less than the carrying amount and, if so, it is immediately adjusted for impairment (see Note 3.e).

d) Intangible assets other than goodwill

Intangible assets are initially recognized at their acquisition cost or production cost, and are subsequently measured at their cost, net of their accumulated amortization and impairment losses they may have experienced.

Intangible assets are amortized on a straight line basis during their useful lives, starting from the date when they are ready for use, except for those with an indefinite useful life, which are not amortized. As of December 31, 2014 and 2013 and January 1, 2013, there are no significant intangible assets with an indefinite useful life.

The criteria for recognizing these assets’ impairment losses and, if applicable, recovery of impairment losses recorded in previous fiscal years are explained in Note 3.e below.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss when the asset is derecognized.

d.1) Research and development expenses

The Combined Group recognizes the costs incurred in a project’s development phase as intangible assets in the statement of financial position as long as the project’s technical feasibility and future economic benefits have been demonstrated.

d.2) Other intangible assets

Other intangible assets correspond primarily to computer software, water rights, and easements. They are initially recognized at acquisition or production cost and are subsequently measured at cost less accumulated amortization and impairment losses, if any.

 

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Computer software is amortized (on average) over five years. Certain easements and water rights have indefinite useful lives and, therefore, are not amortized, while others have useful lives ranging from 40 to 60 years, depending on their characteristics, and they are amortized over that term.

e) Impairment of non-financial assets

During the year, and principally at the end of each reporting period, the Combined Group evaluates whether there is any indication that an asset has been impaired. If any such indication exist, the Combined Group estimates the recoverable amount of that asset to determine the amount of the impairment loss. In the case of identifiable assets that do not generate cash flows independently, the Combined Group estimates the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs, which is understood to be the smallest identifiable group of assets that generates independent cash inflows.

Notwithstanding the preceding paragraph, in the case of CGUs to which goodwill or intangible assets with an indefinite useful lives have been allocated, a recoverability analysis is performed routinely at each period end.

Recoverable amount is the higher of fair value less costs of disposal and value in use, which is defined as the present value of the estimated future cash flows. In order to calculate the recoverable amount of Property, plant, and equipment, as well as of goodwill, and intangible assets, the Combined Group uses value in use criteria in practically all cases.

To estimate value in use, the Combined Group prepares future pre-tax cash flow projections based on the most recent budgets available. These budgets incorporate management’s best estimates of a CGUs’ revenue and costs using sector projections, past experience and future expectations.

In general, these projections cover the next five years, estimating cash flows for subsequent years by applying reasonable growth rates which, in no case, are increasing rates nor exceed the average long-term growth rates for the particular sector and country in which the Combined Group operates. At the end of 2014, 2013 and 2012, future cash flows projections were extrapolated from the following rates:

 

Growth rates (g)
2014   2013   2012
2.2% – 5.0%   2.2% – 5.3%   2.3% – 5.2%

Future cash flows are discounted to calculate their present value at a pre-tax rate that covers the cost of capital for the business activity and the geographic area in which it is being carried out. The time value of money and risk premiums generally used among analysts for the business activity and the geographic zone are taken into account to calculate the pre-tax rate.

The following sets forth the pre-tax discount rates applied in 2014, 2013 and 2012 expressed in nominal terms:

 

2014

  

2013

  

2012

Minimum

  

Maximum

  

Minimum

  

Maximum

  

Minimum

  

Maximum

7.9%

   13.0%    7.8%    16.3%    8.0%    14.6%

If the recoverable amount of the CGU is less than the net carrying amount of the asset, the corresponding impairment loss is recognized for the difference, and charged to “Reversal of impairment loss (impairment loss) recognized in profit or loss” in the combined statement of comprehensive income. The impairment is first allocated to the CGU’s goodwill carrying amount, if any, and then to the other assets comprising it, prorated on the basis of the carrying amount of each one, limited to its fair value less costs of disposal, or its value in use; a negative amount may not be obtained.

Impairment losses recognized for an asset in prior periods are reversed when there are indications that the impairment loss no longer exists or may have decreased, thus increasing the asset’s carrying amount with a credit to earnings, limited to the asset’s carrying amount if no impairment had occurred. In the case of goodwill, impairment losses are not reversed.

 

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f) Leases

In order to determine whether an arrangement is, or contains, a lease, the Combined Group assesses the economic substance of the agreement, in order to determine whether fulfillment of the arrangement depends on the use of a specific asset and whether the agreement conveys the right to use an asset. If both conditions are met, at the inception of the arrangement the Combined Group separates the payments and other considerations relating to the lease, at their fair values, from those corresponding to other components of the agreement.

Leases that substantially transfer all the risks and rewards of ownership to the Combined Group are classified as finance leases. All others leases are classified as operating leases.

Finance leases in which the Combined Group acts as a lessee are recognized at the inception of the arrangement. At that time, the Combined Group records an asset based on the nature of the lease and a liability for the same amount, equal to the fair value of the leased asset or the present value of the minimum lease payments, if the latter is lower. Subsequently, the minimum lease payments are apportioned between finance expenses and reduction of the lease obligation. Finance expenses are recognized immediately in the income statement and allocated over the lease term, so as to achieve a constant interest rate on the remaining balance of the liability. Leased assets are depreciated on the same terms as other similar depreciable assets, as long as there is reasonable certainty that the lessee will acquire ownership of the asset at the end of the lease. If no such certainty exists, the leased assets are depreciated over the shorter of the useful lives of the assets and their lease term.

In the case of operating leases, payments are recognized as an expense in the case of the lessee and as income in the case of the lessor, both on a straight-line basis, over the term of the lease unless another type of systematic basis of distribution is deemed more representative.

g) Financial instruments

Financial instruments are contracts that give rise to both a financial asset in one entity and a financial liability or equity instrument in another entity.

g.1) Financial assets other than derivatives

The Combined Group classifies its financial assets other than derivatives, whether permanent or temporary, except for investments accounted for using equity method (See Note 14) and those held for sale, into four categories:

 

    Loans and account receivables: Trade and other receivables and accounts receivable from related companies are recognized at amortized cost, which is the initial fair value less principal repayments made, plus accrued and uncollected interest, calculated using the effective interest method.

The effective interest method is used to calculate the amortized cost of a financial asset or liability (or group of financial assets or financial liabilities) and of allocating finance income or cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows to be received or paid over the expected life of the financial instrument (or, when appropriate, over a shorter period) to the net carrying amount of the financial asset or financial liability.

 

    Held-to-maturity investments: Investments that the Combined Group intends to hold and is capable of holding until their maturity are accounted for at amortized cost as defined in the preceding paragraph.

 

    Financial assets at fair value through profit or loss: This includes the trading portfolio and those financial assets that have been designated as such upon initial recognition and that are managed and evaluated on a fair value basis. They are measured in the combined statement of financial position at fair value, with changes in value recognized directly in profit or loss when they occur.

 

    Available-for-sale financial assets: These are financial assets specifically designated as available-for-sale or are not classify within any of the three preceding categories.

 

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These investments are recognized in the combined statement of financial position at fair value when it can be reliably determined. For investments in equity instruments in unlisted companies or companies with lower levels of liquidity, normally the fair value cannot be reliably measured. When this occurs, those investments in equity instruments are measured at cost less impairment losses, if any.

Changes in fair value, net of taxes, are recognized in other comprehensive income, until the investments are disposed of, at which time the amount accumulated in other comprehensive income is reclassified to profit or loss.

If the fair value is lower than cost, and if there is objective evidence that the asset has been more than temporarily impaired, the difference is recognized directly in profit or loss.

Purchases and sales of financial assets are accounted for using their trade date.

g.2) Cash and cash equivalents

This item within the interim combined statement of financial position includes cash and bank balances, time deposits, and other highly liquid investments (with a maturity of 90 days or less from the time of investment) that are readily convertible to cash and are subject to insignificant risk of changes in value.

g.3) Impairment of financial assets

The following criteria are used to determine if a financial assets has been impaired:

 

    For trade receivables in the electricity generation and distribution segments, the Combined Group’s policy is to recognized impairment losses when there is objective evidence that the balance will not be recoverable. In general terms, the Combined Group’s entities has a defined policy to recognize an allowance for impairment losses based on the aging of past-due balances, except in those cases where a specific collective basis analysis is recommended, such as in the case of receivables from government-owned companies (see Note 9).

 

    In the case of receivables of a financial nature, that are included in the “Loan and receivables” and “Investment held-to-maturity”, impairment is determined on case-by-case basis and is measured as the difference between the carrying amount and the present value of the future estimated cash flows discounted at the original effective interest rate (see Notes 8 and 22).

 

    For financial investments available-for-sale, the criteria for impairment applied are described in Note 3.g.1

g.4) Financial liabilities other than derivatives

Financial liabilities are recognized based on cash received, net of any costs incurred in the transaction. In subsequent periods, these obligations are measured at their amortized cost using the effective interest rate method (see Note 3.g.1).

In the particular case that a liability is the hedged item in a fair value hedge, as an exception, such liability is measured at its fair value for the portion of the hedged risk.

In order to calculate the fair value of debt, both when it is recorded in the statement of financial position and for fair value disclosure purposes as shown in Note 22, debt has been divided into fixed interest rate debt (hereinafter “fixed-rate debt”) and variable interest rate debt (hereinafter “floating-rate debt”). Fixed-rate debt is that on which fixed-interest coupons established at the beginning of the transaction are paid explicitly or implicitly over its term. Floating-rate debt is that issued at a variable interest rate, i.e., each coupon is established at the beginning of each period based on the reference interest rate. All debt has been measured by discounting expected future cash flows with a market interest rate curve based on the payment currency.

 

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g.5) Derivative financial instruments and hedge accounting

Derivatives held by the Combined Group are transactions entered into to hedge interest and/or exchange rate risk, intended to eliminate or significantly reduce these risks in the underlying transactions being hedged.

Derivatives are recorded at fair value at the end of each reporting period as follows: if their fair value is positive, they are recorded within “Other financial assets”; and if their fair value is negative, they are recorded within “Other financial liabilities.” For derivatives on commodities, the positive fair value is recorded in “Trade and other receivables,” and negative fair values are recorded in “Trade and other liabilities.”

Changes in fair value are recorded directly in profit or loss, except when the derivative has been designated for hedge accounting purposes as a hedge instrument (in a cash flow hedge) and all of the conditions for applying hedge accounting are met, including that the hedge be highly effective. In this case, changes are recorded as follows:

 

    Fair value hedges: The underlying portion for which the risk is being hedged (hedged risk) and the hedge instrument are measured at fair value, and any changes in value of both items are recognized in the combined statement of comprehensive income by offsetting the effects in the same comprehensive income statement account.

 

    Cash flow hedges: Changes in fair value of the effective portion of the hedged item and hedge instrument are recorded in other comprehensive income an accumulated in an equity reserve known as “Reserve for cash flow hedges.” The cumulative gain or loss in in this reserve is reclassified to the combined statement of comprehensive income to the extent that the hedged item impacts the combined statement of comprehensive income offsetting the effect in the same comprehensive income statement account. Gains or losses from the ineffective portion of the hedging relationship are recorded directly in the combined statement of comprehensive income.

A hedge relationship is considered highly effective when changes in fair value or in cash flows of the underlying item directly attributable to the hedged risk are offset by changes in fair value or cash flows of the hedging instrument, with an effectiveness ranging from 80% to 125%.

As a general rule, long-term commodity purchase or sale agreements are recorded in the combined statement of financial position at their fair value at the end of each reporting period, recognizing any differences in value directly in profit or loss, except for, when all of the following conditions are met:

 

    The sole purpose of the agreement is for the Combined Group’s own use, which is understood as: (i) in the case of fuel purchase agreements its used to generate electricity; (ii) in the case of electrical energy purchased for sale, its sale to the end-customers; and, (i) in the case of electricity sales its sale to the end-customers.

 

    The Combined Group’s future projections evidence the existence of these agreements for its own use.

 

    Past experience with agreements evidence that they have been utilized for the Combined Group’s own use, except in certain isolated cases when for exceptional reasons or reasons associated with logistical issues have been used beyond the control and projection of the Combined Group.

 

    The agreement does not stipulate settlement by differences and the parties have not made it a practice to settle similar contracts with differences in the past.

The long-term commodity purchase or sale agreements maintained by the Combined Group, which are mainly for electricity, fuel, and other supplies, meet the conditions described above. Thus, the purpose of fuel purchase agreements is to use them to generate electricity, electricity purchase contracts are used to sell to end-customers, and electricity sale contracts are used to sell the Combined Group’s own products.

The Combined Group also evaluates the existence of derivatives embedded in contracts or financial instruments to determine if their characteristics and risk are closely related to the principal contract,

 

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provided that when taken as a whole they are not being accounted for at fair value. If they are not closely related, they are recorded separately and changes in value are accounted for directly in the comprehensive income statement.

The fair value of financial derivatives is determined using the following procedures:

 

    For derivatives quoted in an organized market, its quoted price at the end of each reporting period.

 

    For derivatives non-quoted in an organized market, the Combined Group measures derivatives not traded on active markets by using the discounted cash flow method and generally accepted options valuation models, based on current and future market conditions as of year-end. It also adjusts the value according to its own credit risk (Debt Valuation Adjustment, DVA), and the counterparty risk (Credit Valuation Adjustment, CVA). These CVA and DVA adjustments are measured on the basis of the potential future exposure of the instrument (creditor or borrower position) and the risk profile of both the counterparties and the Combined Group itself.

g.6) Derecognition of financial assets and liabilities

Financial assets are derecognized when:

 

    The contractual rights to receive cash flows from the financial asset expire or have been transferred or, if the contractual rights are retained, the Combined Group has assumed a contractual obligation to pay these cash flows to one or more recipients.

 

    The Combined Group has substantially transferred all the risks and rewards of ownership of the financial asset, or, if it has neither transferred nor retained substantially all the risks and rewards, when it does not retain control of the financial asset.

Transactions in which the Combined Group retains substantially all the inherent risks and rewards of ownership of the transferred asset, it continues recognizing the transferred asset in its entirety and recognizes a financial liability for the consideration received. Transactions costs are recognized in profit and loss by using the effective interest method (see Note 3.g.1).

Financial liabilities are derecognized when they are extinguished, that is, when the obligation arising from the liability has been paid or cancelled, or has expired.

g.7) Offsetting financial assets and liabilities.

The Combined Group offsets financial assets and liabilities and the net amount is presented in the statement of financial position when, and only when:

 

    There is a legally enforceable right to set off the recognized amounts; and

 

    There is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

g.8) Financial guarantee contracts

Financial guarantee contracts, such as guarantees given by the Combined Group to third parties, are initially recognized at fair value, adjusting the transaction costs that are directly attributable to the issuance of the guarantee.

Subsequently to initial recognition, financial guarantee contracts are measured at the higher of:

 

    the amount determined under accounting policy describe in Note 3.l; and

 

    the amount initially recognized less, if appropriate, any accumulated amortization.

 

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h) Fair value measurement

The fair value of an asset or liability is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market, namely, the market with the greatest volume and level of activity for that asset or liability. In the absence of a principal market, it is assumed that the transaction is carried out in the most advantageous market available to the entity, namely, the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability.

In estimating fair value, the Combined Group uses valuation techniques that are appropriate for the circumstances and for which there are sufficient data to conduct the measurement. The Combined Group maximizes the use of relevant observable data and minimizes the use of unobservable data.

Considering the hierarchy of the data used in these valuation techniques, the assets and liabilities measured at fair value can be classified into the following levels:

 

  Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The methods and assumptions used to determine the fair values at Level 2 by type of financial asset or financial liability take into consideration estimated future cash flows discounted at zero coupon interest rate curves for each currency. All the valuations described are carried out using external tools, such as “Bloomberg”.

 

  Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The Combined Group takes into account the characteristics of the asset or liability when measuring fair value, in particular:

 

    For non-financial assets, fair value measurement takes into account the ability of a market participant to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use;

 

    For liabilities and equity instruments, the fair value measurement assumes that the liability would not be settled and an equity instrument would not be cancelled or otherwise extinguished on the measurement date. The fair value of the liability reflects the effect of non-performance risk, namely, the risk that an entity will not fulfill the obligation, which includes, but is not limited to, the Combined Group’s own credit risk;

 

    In the case of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks, it is permitted to measure the fair value on a net basis. However, this must be consistent with the manner in which market participants would price the net risk exposure at the measurement date.

i) Investments accounted for using the equity method

The Combined Group’s interests in joint ventures and associates are recognized using the equity method.

Under the equity method, an investment in an associate or joint venture is initially recognized at cost. As of the acquisition date, the investment is recognized in the statement of financial position based on the share of its equity that the Combined Group’s interest represents in its capital, adjusted for, if appropriate, the effect of transactions with Combined Group’s entities, plus any goodwill generated in acquiring the entity. If the resulting amount is negative, zero is recorded for that investment in the statement of financial position, unless the Combined Group has a present obligation (either legal or constructive) to support the investee’s negative equity situation, in which case a provision is recognized.

 

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Goodwill from associates or joint ventures is included in the carrying amount of the investment. It is not amortized but is subject to impairment testing as part of the overall investment carrying amount when impairment indicators exist.

Dividends received from these investments are deducted from the carrying amount of the investment, and any profit or loss obtained from them to which the Combined Group is entitled based on its ownership interest is recognized under “Share of profit (loss) of associates accounted for using equity method.”

Appendix No. 3, “Enersis Chile Combined Group Associated Companies and Joint Ventures,” to these combined financial statements, provides information about the relationship of Enersis with each of these entities.

j) Inventories

Inventories are measured at their weighted average acquisition cost or the net realizable value, whichever is lower.

k) Non-current assets held for sale

The Combined Group classifies property, plant and equipment; intangible assets; investments accounted for using the equity method, joint ventures, and disposal groups (a group of assets to be disposed of and the liabilities directly associated with those assets) as non-current assets held for sale, if, as of the date of the combined financial statements, the Combined Group has taken active measures for their sale and estimates that such a sale is highly probable.

Non-current assets held-for-sale or disposal groups are measured at the lower of their carrying amount and fair value less costs of disposal. Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale.

Assets that are no longer classified as held for sale, or are no longer part of a disposal group, are measured at the lower of their carrying amounts before being classified as held for sale less any depreciations, amortizations or revaluations that would have been recognized if they had not been classified as held for sale and their recoverable amount at the date of subsequent decision where would be reclassified as non-current assets.

Non-current assets held for sale and the components of the disposal groups classified as held for sale are presented in the combined statement of financial position as a single line item within assets called “Non-current assets or disposal groups classified as held for sale,” and the respective liabilities are presented as a single line item within liabilities called “Liabilities included in disposal groups classified as held for sale.”

The Combined Group classifies as discontinued operations those separate major lines of business that have been sold or disposed of, or are classified as held for sale, including other assets that are part of the same coordinated sales or disposal plan. Similarly, entities that have been acquired exclusively with a view to resale are also considered discontinued operations.

The components of profit or loss after taxes from discontinued operations are presented as a single line item in the combined comprehensive income statement as “Net income from discontinued operations”.

l) Provisions

Provisions are recognized when the Combined Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Combined Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

 

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Provisions are measured using the best information available as of the date of issuance of the combined financial statements considering the consequences of the event causing the provision and are re-estimated at the end of each subsequent reporting period.

l.1) Provisions for post-employment benefits and similar obligations

Some of the combined entities have pension and similar obligations with their employees. These obligations, which can be defined benefits and defined contributions, are basically formalized through pension plans, except for certain non-monetary benefits, mainly electricity supply commitments, which, due to their nature, have not been externalized and are covered by the related in-house provisions.

For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Past service costs relating to changes in benefits are recognized immediately.

The defined benefit plan obligations in the statement of financial position represent the present value of the accrued obligations, adjusted, once the fair value of the different plans’ assets has been deducted, if any.

For each of the defined benefit plans, any deficit between the actuarial liability and the plan assets (if any) is recognized under line item “Provisions for employee benefits” within current and non-current liabilities in the combined statement of financial position.

Actuarial gains and losses arising in remeasurement of both the plan liabilities and the plan assets (if any, and excluding interest) are recognized directly in other comprehensive income.

Contributions to defined contribution benefit plans are recognized as an expense in the combined statement of comprehensive income when the employees have rendered their services.

m) Translation of balances in foreign currency

Transactions carried out by each entity in a currency other than its functional currency are recognized using the exchange rates prevailing as of the date of the transactions. During the year, any differences that arise between the prevailing exchange rate at the date of the transaction and the exchange rate as of the date of collection or payment are recognized as “Foreign currency exchange differences” in the combined statement of comprehensive income.

Likewise, at the end of each reporting period, receivable or payable balances denominated in a currency other than each entity’s functional currency are translated using the closing exchange rate. Any differences are recorded as “Foreign currency exchange differences” in the combined statement of comprehensive income.

The Combined Group has established a policy to hedge the portion of revenue from its combined entities that is directly linked to variations in the U.S. dollar, through obtaining financing in such currency. Exchange differences related to this debt, which is regarded as the hedging instrument in cash flow hedge transactions, are recognized, net of taxes, in other comprehensive income and are accumulated in an equity reserve and reclassified to profit or loss when the hedged cash flows impact profit or loss. This term has been estimated at five years.

n) Current/non-current classification

In these combined statements of financial position, assets and liabilities expected to be recovered or settled within twelve months are presented as current items, except for post-employment and other similar obligations. Those assets and liabilities expected to be recovered or settled in more than twelve months are presented as non-current items. Deferred income tax assets and liabilities are classified as non-current.

When the Combined Group have any obligations that mature in less than twelve months but can be refinanced over the long term at the Combined Group’s discretion, through unconditionally available credit agreements with long-term maturities, such obligations are classified as long-term liabilities.

 

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o) Income taxes

Income tax expense for the period is determined as the sum of current taxes from the Combined Group’s different combined entities and results from applying the tax rate to the taxable income for the period, after permitted deductions have been made, plus any changes in deferred tax assets and liabilities and tax credits, both for tax losses and deductions. Differences between the carrying amount and tax basis of assets and liabilities generate deferred tax assets and liabilities, which are calculated using the tax rates expected to apply when the assets and liabilities are realized or settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized for all deductible temporary differences, tax losses and unused tax credits to the extent that it is probable that sufficient future taxable profits exist to recover the deductible temporary differences and make use of the tax credits. Such deferred tax asset is not recognized if the deductible temporary difference arises from the initial recognition of an asset or liability that:

 

    Did not arise from a business combination, and

 

    At initial recognition affected neither accounting profit nor taxable profit (loss).

With respect to deductible temporary differences associated with investments in combined entities, associates and joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilized.

Deferred tax liabilities are recognized for all temporary differences, except those derived from the initial recognition of goodwill and those that arose from investments in combined entities, associates and joint ventures in which the Combined Group can control their reversal and where it is probable that they will not be reversed in the foreseeable future.

Current tax and changes in deferred tax assets or liabilities are recorded in profit or loss or in equity, depending on where the gains or losses that triggered these tax entries have been recognized.

Any tax deductions that can be applied to current tax liabilities are credited to earnings within the line item “Income tax expenses”, except when doubts exist about their tax realization, in which case they are not recognized until they are effectively realized, or when they correspond to specific tax incentives, in which case they are recorded as government grants.

At the end of each reporting period, the Combined Group reviews the deferred taxes assets and liabilities recognized, and makes, if any, necessary corrections based on the results of this analysis.

Deferred tax assets and deferred tax liabilities are offset in the combined statement of financial position if has a legally enforceable right to set off current tax assets against current tax liabilities, and only when the deferred taxes relate to income taxes levied by the same taxation authority.

p) Revenue and expense recognition

Revenue is recognized when the gross inflow of economic benefits arising in the course of the Combined Group’s ordinary activities in the period occurs, provided that this inflow of economic benefits results in an increase in total equity other than increases relating to contributions from equity participants and such benefits can be measured reliably.

Revenues and expenses are recognized on an accrual basis and depending on the type of transaction; the following criteria for recognition are taken:

 

    Generation of electricity: Revenue is recognized based on physical delivery of energy and power, at prices established in the respective contracts, at prices stipulated in the electricity market by applicable regulations or at marginal cost determined on the spot market, as the case. This revenue includes an estimate of the service provided and not billed until the closing date (see Note 2.3).

 

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    Distribution of electricity: Revenue is recognized based on the amount of energy supplied to customers during the period, at prices established in the respective contracts or at prices stipulated in the electricity market by applicable regulations, as appropriate. This revenue includes an estimate of the energy supplied not yet read the meters customer (see Note 2.3).

Revenue is recognized based on the economic substance of the transaction and are recognized when all and each of the following conditions are met:

 

    the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

 

    the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

    the amount of revenue can be measured reliably;

 

    it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

    the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable that gives rise to the revenue.

In arrangements under which the Combined Group will perform multiple revenue-generating activities (multiple-element arrangement), the recognition criteria are applied to the separately identifiable components of the transaction in order to reflect the substance of the transaction or to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole.

Revenue from rendering of services is only recognized when it can be estimated reliably, by reference to the stage of completion of the service rendered at the date of the statement of financial position. When the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable.

The Combined Group excludes from revenue those gross inflows of economic benefits it receives when it acts as an agent or commission agent on behalf of third parties, and only recognizes as revenue economic benefits received for its own activity.

When goods or services are exchanged or swapped for goods or services of a similar nature and value, the exchange is not regarded as a revenue-generating transaction.

The Combined Group recognizes the net amount of non-financial asset purchases or sale contracts that are settled for a net amount of cash or through some other financial instruments. Contracts entered into and maintained for the purpose of receiving or delivering these non-financial assets are recognized on the basis of the contractual terms of the purchase, sale, or usage requirements expected by the entity.

Financial income (expense) is recognized using the effective interest rate applicable to the outstanding principal over the repayment period.

Expenses are recognized on an accruals basis, immediately in the event of expenditures that do not generate future economic benefits or when they do not meet the requirements for recording them as assets.

q) Dividends

Article 79 of the Chilean Companies Act establishes that, unless unanimously agreed otherwise by the shareholders of all issued shares, listed corporations must distribute a cash dividend to shareholders on an annual basis, pro rata to the shares owned or the proportion established in the company’s by-laws if there are preferred shares, of at least 30% of net income for each year, except when accumulated losses from prior years must be absorbed.

 

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As it is practically impossible to achieve a unanimous agreement not to approve the mandatory dividend, given Enersis’ highly fragmented share capital. At the end of each reporting period the amount of the minimum statutory dividend obligation to its shareholders is determined, net of interim dividends approved during the fiscal year, and then accounted for in “Trade and other current payables” and “Accounts payable to related companies,” as appropriate, and recognized in Equity.

Interim and final dividends are deducted from Equity when approved by the competent body, which in the first case is normally the Combined Group’s Board of Directors and in the second case is the shareholders as agreed at an Ordinary Shareholders’ Meeting.

r) Share issuance costs

Share issuance costs, only when represents incremental expenses directly attributable to the transaction, are recognized directly in equity as a deduction from “Allocated capital,” net of any applicable taxes. If the allocated capital account has a zero balance or if the costs described exceed the balance, they are recognized in “Other reserves.”

 

4. SECTOR REGULATION AND ELECTRICITY SYSTEM OPERATIONS

4.1 Regulatory framework:

Chile

The electricity sector is regulated by the General Law of Electrical Services (Chilean Electricity Law), also known as DFL No. 1 of 1982, of the Ministry of Mining, whose compiled and coordinated text was established in DFL No. 4 issued in 2006 by the Ministry of Economy (the Electricity Law), as well as by an associated Regulation (D.S. No. 327 issued in 1998). Three government bodies are primarily responsible for enforcing this law: the National Energy Commission (CNE), which has the authority to propose regulated tariffs (node prices) and to draw up indicative plans for the construction of new generating units; the Superintendence of Electricity and Fuels (SEF), which supervises and oversees compliance with the laws, regulations, and technical standards that govern the generation, transmission, and distribution of electricity, as well as liquid fuels, and gas; and the Ministry of Energy, which is responsible for proposing and guiding public policies on energy matters. It also oversees the SEF, the CNE, and the Chilean Commission for Nuclear Energy (ChCNE), thus strengthening coordination and allowing for an integrated view of the energy sector. The Ministry of Energy also includes the Agency for Energy Efficiency and the Center for Renewable Energy, (Centro de Energías Renovables – CER), which in November 2014 was replaced by the National Center for Innovation and Development of Sustainable Energy (Centro Nacional para la Innovación y Fomento de las Energías Sustentables – CIFES). The Chilean Electricity Law has also established a Panel of Experts whose main task is to resolve potential discrepancies among the players in the electricity market, including electricity companies, system operators, regulators, etc.

From a physical viewpoint, the Chilean electrical sector is divided into four electrical grids: the Sistema Interconectado Central (SIC), the Sistema Interconectado del Norte Grande (SING), and two separate medium-size grids located in southern Chile, one in Aysén and the other in Magallanes. The SIC, the main electrical grid, runs 2,400 km longitudinally and connects the country from Taltal in the north to Quellon, on the island of Chiloe in the south. The SING covers the northern part of the country, from Arica down to Coloso, covering a length of some 700 km. A law was passed on January 8, 2014, which will allow the SIC to be connected to the SING.

The electricity industry is organized into three business segments: generation, transmission, and distribution, all operating in an interconnected and coordinated manner, and whose main purpose is to supply electrical energy to the market at minimum cost while maintaining the quality and safety service standards required by the electrical regulations. As essential services, the power transmission and distribution businesses are natural monopolies; these segments are regulated as such by the electricity law, which requires free access to networks and regulates rates.

 

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Under the Chilean Electricity Law, companies engaged in generation and transmission on an interconnected electrical grid must coordinate their operations through a centralizing operating agent, the Centro de Despacho Económico de Carga (CDEC), in order to operate the system at minimum cost while maintaining a reliable service. For this reason, the CDEC plans and operates the system, including the calculation of the so-called “marginal cost,” which is the price assigned to energy transfers among power generating companies.

Therefore, a company’s decision to generate electricity is subject to the CDEC’s operation plan. On the other hand, each company is free to decide whether to sell its energy to regulated or unregulated customers. Any surplus or deficit between a company’s sales to its customers and its energy supply is sold to, or purchased from, other generators at the spot market price.

A power generating company may have the following types of customers:

(i) Distribution companies that supply power to regulated customers: This distribution is to residential and commercial consumers and small and medium-size businesses with a connected capacity equal to or less than 500 kW located in the concession area of a distribution company. Customers that consume from 500 kW to 2,000 kW1 may choose to be regulated or unregulated clients. Until 2009, the transfer prices between generators and distribution companies for supplying power to regulated customers were capped at a maximum value called the node price, which is regulated by the Ministry of Energy. Node prices are set every six months, in April and October, based on a report prepared by the CNE that takes into account projections of expected marginal costs in the system over the next 48 months for the SIC and 24 months for the SING. Beginning in 2010, and as the node price contracts begin to expire, the transfer prices between generators and distributors are being replaced by the results of regulated bidding processes, with a price cap set by the authority every six months.

(ii) Unregulated customers: Those customers, mainly industrial and mining companies, with a connected capacity of over 2,000 kW. These consumers can freely negotiate prices for electrical supply with generators and/or distributors. Customers with capacity between 500 and 2,000 kW (see footnote N° 1 above), as indicated in the preceding paragraph, have the option to contract energy at prices agreed upon with their suppliers or be subject to regulated prices, with a minimum term of at least four years under each pricing system.

(iii) Spot market: This represents energy and capacity transactions among generating companies that result from the CDEC’s coordination to keep the system running as economically as possible, where the surpluses (deficits) between a generator’s energy supply and the energy it needs to comply with business commitments are transferred through sales (purchases) to (from) other generators in the CDEC. In the case of energy, transfers are valued at the marginal cost, while node prices for capacity are set every semester by the regulators.

In Chile, the capacity that must be paid to each generator depends on an annual calculation performed by the CDEC to determine the firm capacity of each power plant, which is not the same as the dispatched capacity.

Beginning in 2010, with the enactment of Law 20,018, distribution companies must have sufficient supply permanently available to cover their entire demand projected for a period of three years; to do so, they must carry out long-term public bidding processes.

On May 15, 2014, the Minister of Energy presented the “Energy Agenda,” a document outlining general guidelines for the energy policy of the new government.

On September 29, 2014 a Tax Reform was approved which emphasizes the creation of so-called green tax to be levied on air emissions of particulate matter (PM), nitrogen oxides (NOx), sulfur dioxide (SO2) and carbon dioxide (CO2). The tax will be US$5/ton for CO2 emissions.

 

1 

At the end of 2014, a legal amendment to the articles of the electricity law is going through Congress. One of the modifications involves raising the limit from 2,000 to 5,000 kW.

 

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Non-Conventional Renewable Energy

In Chile, Law 20,257 was enacted in April of 2008 to encourage the use of Non-Conventional Renewable Energy (NCRE). The principal aspect of this law is that at least 5% of the energy sold by generation companies to their customers must come from renewable sources between years 2010 and 2014. This requirement progressively increases by 0.5% from year 2015 until 2024, when a 10% renewable energy requirement will be reached. This law was amended in 2013 by Law 20,698, dubbed the “20/25 law,” as it establishes that by 2025, 20% of power supplied will be generated by NCRE. It does not change the previous law’s plan for supplying power under agreements in effect in July 2013.

Limits on integration and concentration

In general, Chile has legislation in effect that defends free competition and, together with specific regulations that apply to the electricity market, defines criteria to avoid certain levels of economic concentration and/or abusive market practices.

In principle, the regulators allow the participation of companies in different activities (e.g. generation, distribution, and commercialization) as long as there is an adequate separation of each activity, for both accounting and company purposes. Nevertheless, most of the restrictions imposed involve the transmission sector mainly due to its nature and to the need to guarantee adequate access to all agents. In Chile there are specific restrictions if generation or distribution companies want to become majority shareholders in transmission companies.

Regarding concentration in a specific sector, while there are regulations on free competition, there are no specific quantitative limits on vertical or horizontal integration. However, the General Law on Electrical Services provides that companies that operate on or have ownership in the Trunk Transmission Systems cannot engage in, either directly or indirectly, activities that are in any way involved in the business of power generation or distribution.

Market for unregulated customers

In Chile, distributing companies can supply their customers under regulated or freely-agreed conditions. For clients purchasing more than 500kW and less than 2,000 Kw may choose between the regulated and unregulated markets. Clients purchasing more than 2,000 kW are required to be categorized as unregulated customers. Clients purchasing less than 500 kW are regulated customers and such threshold is applied if energy is purchased from renewable sources, for which the government provide incentives through a discount on tolls.

4.2 Tariff Revisions:

General Aspects

In Chile selling prices charged to clients are based on the purchase price paid to generators plus a component associated with the value added in distribution. Regulators set this value periodically through reviews of distribution tariffs. As a result, distribution is essentially a regulated activity.

The Distribution Value Added (VAD) is established every four years. For this, the local regulator, (the CNE) classifies companies by typical areas that group together companies with similar distribution costs. A distribution company’s return on investment depends on the company’s performance compared to model company standards defined by the regulator. On April 2, 2013, the Energy Ministry published Tariff Decree No. 1T in the Official Gazette. This was made retroactive to November 4, 2012 and will remain in effect until November 3, 2016. The next tariff-setting process will take place in 2016 and will cover the period November 2016 to November 2020.

Decree No. 14, which established the subtransmission tolls for this segment for 2011-2014 was published in the Official Gazette on April 9, 2013. The Average Node Price Decrees transfer these tolls to final customers, as they are part of distribution company’s costs.

 

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The Average Node Price Decrees, which include these new subtransmission tolls, were published between October and December 2014. During the first months of 2015, distribution companies should invoice final customers for these new tolls, as instructed by the Superintendence of Electricity and Fuels. As a result, the Company recognized unbilled revenues and trade and other accounts receivable for the difference between current and effective Average Node Prices for ThCh$98,064,320 in 2014 (ThCh$(7,972,862) in 2013) to be billed and charged to regulated end-customers.

In addition, during 2014 there were delays in publishing the Short Term Price Node Decrees, which resulted in the supply contracts not indexed on the date these decrees came into operation. The Company recognized costs and trade and other payables for the differences between current and effective Short Term Node Prices for ThCh$22,750,996 in 2014 (ThCh$(4,616,000) in 2013) to be paid to generation companies.

 

5. BUSINESS COMBINATION – ACQUISITION OF GASATACAMA

On April 22, 2014, the Combined Group through its subsidiary Endesa Chile acquired the remaining 50% ownership interest in Inversiones GasAtacama Holding Limitada (hereinafter “GasAtacama”) that was owned by Southern Cross Latin America Private Equity Fund III L.P. (hereinafter “Southern Cross”) at that time.

Consequently, the Combined Group now holds 100% of control over GasAtacama which at the same time is the owner of (i) the Atacama Plant, a 780 MW capacity combined cycle thermal power plant fired by natural gas or diesel oil located in the north of Chile; (ii) the 940 km Atacama Pipeline that runs between Coronel Cornejo in Argentina and Mejillones in Chile; and (iii) the 223 km Taltal Pipeline between Mejillones and Paposo.

Upon obtaining control of GasAtacama, the Combined Group’s total generation capacity in Chile’s northern grid (the Sistema Interconectado del Norte Grande, or SING) reached 1,000 MW, and it is expected to enable us to satisfy greater industrial, residential and mining demand through a competitively priced energy supply with a low environmental impact.

GasAtacama acquisition was recognized using the accounting criteria for business combinations achieved in stages as detailed in Note 2.6.1.

Since the date of acquisition, GasAtacama has contributed ThCh$113,074,006 in revenues and ThCh$33,443,547 in income before tax to the Combined Group’s results. Had the acquisition taken place on January 1, 2014, it is estimated that these amounts would have been ThCh$179,474,707 in revenues and ThCh$41,772,291 in income before tax for the year ended December 31, 2014.

a) Consideration transferred

The following table summarizes the fair value of each type of consideration transferred in connection with the GasAtacama acquisition:

 

     ThCh$  

Total price paid

     174,028,622   

Transaction recorded separately from the assets acquired and liabilities assumed (i)

     (16,070,521
  

 

 

 

Total consideration paid in cash (Note 7)

     157,958,101   
  

 

 

 

 

  (i) The total consideration transferred was ThCh$174,028,622 and included the cession of rights to collect an outstanding loan for ThCh$16,070,521 owed by Pacific Energy Sub Co. (a subsidiary of Southern Cross) to Atacama Finance Co. (a subsidiary of GasAtacama).

b) Acquisition-related costs

Endesa Chile incurred costs for ThCh$23,543 in financial advisory fees related to the acquisition of Inversiones GasAtacama Holding Limitada. These costs have been recognized under the line item “Other expenses” in the combined statements of comprehensive income.

 

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c) Identifiable assets acquired and liabilities assumed

The following table summarizes the fair values recognized for identifiable assets acquired and liabilities assumed in connection with the acquisition:

 

     Fair Value  

Identifiable assets acquired, net

   ThCh$  

Cash and cash equivalents

     120,303,339   

Trade and other current receivables

     34,465,552   

Current accounts receivable from related companies

     5,692,257   

Inventories

     15,009,265   

Property, plant and equipment

     199,660,391   

Deferred tax assets

     2,392,531   

Other assets

     23,906,126   

Trade and other current payables

     (30,818,836

Current accounts payable to related companies

     (34,445,277

Deferred tax liabilities

     (28,923,167

Other liabilities

     (10,874,817
  

 

 

 

Total

     296,367,364   
  

 

 

 

No risk of default is expected for the gross amount of trade and other receivables.

Given the nature of GasAtacama’s business and assets, the fair value of the assets acquired and liabilities assumed was measured using the following valuation approaches:

i. The market approach using the comparison method, based on quoted market prices for identical or comparable items when available.

ii. The cost approach or depreciated replacement cost, which reflects adjustments for physical deterioration and functional and economic obsolescence.

iii. The income approach, which uses valuation techniques that convert future amounts (such as cash flows or income and expenses) into a single current amount (that is, discounted). The fair value measurement reflects current market expectations for those future amounts.

Reconciliation of values

Finally, the fair values are reached from an assessment and reconciliation of the results obtained from the methods selected, based on the nature of each asset acquired and liability assumed.

If during a period of one year (measurement period) after the acquisition date new information is obtained about facts and circumstances that existed as of the acquisition date and result in the recognition of additional assets or liabilities, the accounting of the acquisition will be revised and the corresponding adjustment would be made, following the criteria described in Note 2.6.

d) Goodwill

 

     ThCh$  

Total consideration paid

     157,958,101   

Fair value of pre-existing interest in the acquiree

     157,147,000   

Fair value of identifiable net assets acquired

     (296,367,364
  

 

 

 

Goodwill (See Note 16)

     18,737,737   
  

 

 

 

The goodwill is attributable primarily to the value of the synergies expected to be obtained by integrating GasAtacama into the Combined Group. These synergies include reduced administrative, research and structure costs, which could be absorbed by Endesa Chile.

 

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e) Remeasurement of pre-existing interest and currency translation differences

The remeasurement of the fair value of Endesa Chile’s pre-existing 50% equity interest in GasAtacama resulted in a gain of ThCh$21,546,320. The gain recognized was the positive difference between the acquisition-date fair value of the pre-existing equity interest of ThCh$157,147,000, and the carrying amount of the investment accounted for using the equity method at the acquisition date of ThCh$135,600,682.

In addition, the exchange differences on translation of the pre-existing equity interest accumulated in the equity of the Combined Group at the acquisition date, were reclassified to profit or loss resulting in a gain of ThCh$21,006,456.

Both amounts have been recorded in the caption “Other gains (losses)” in the combined statement of comprehensive income (see Note 32).

 

6. CAPITAL INCREASE

During the first quarter of 2013, Enersis completed capital increase that was approved by the Extraordinary Shareholders’ Meeting held on December 20, 2012. All of the issued shares were subscribed (see Note 26.1.1).

The capital increase amounted to ThCh$2,845,858,393. A 60.62% of the shares were subscribed by Endesa, S.A., its parent company located in Spain, and paid for with its investments in Latin America valued at ThCh$1,724,400,000. The remaining shares were subscribed and paid for with non-controlling interests of Enersis via cash payments of ThCh$1,121,458,393, which included a share issuance premium of ThCh$1,460,503. This capital increase has been reflected in the combined statement of changes in equity in relation to the contributions in kind of additional interests of Endesa, S.A.’s in certain entities in Chile for ThCh$1,092,347,262.

 

7. CASH AND CASH EQUIVALENTS

 

  a) The detail of cash and cash equivalents as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

Cash and cash equivalents

   Balance at  
   12-31-2014 
ThCh$
     12-31-2013
ThCh$
     1-1-2013 
ThCh$
 

Cash balances

     634,059         162,345         137,261   

Bank balances

     17,765,485         11,933,898         8,725,791   

Time deposits

     83,326,061         131,877,605         32,557,275   

Other fixed-income instruments

     31,260,322         70,933,248         52,673,433   
  

 

 

    

 

 

    

 

 

 

Total

     132,985,927         214,907,097         94,093,760   
  

 

 

    

 

 

    

 

 

 

Time deposits have a maturity of three months or less from their date of acquisition and accrue the market interest for this type of short-term investment. Other fixed-income investments are mainly comprised of repurchase agreements with original maturities of less than or equal to 90 days. There are no restrictions for significant amounts of cash availability.

 

  b) The detail of cash and cash equivalents by currency is as follows:

 

Currency

   Balance at  
   12-31-2014 
ThCh$
     12-31-2013 
ThCh$
     1-1-2013 
ThCh$
 

Chilean peso

     44,863,907         117,344,638         93,217,835   

Argentine peso

     4,206,734         —           —     

U.S. dollar

     83,915,286         97,562,458         875,924   
  

 

 

    

 

 

    

 

 

 

Total

     132,985,927         214,907,097         94,093,760   
  

 

 

    

 

 

    

 

 

 

 

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  c) The following table shows the amounts paid to obtain control of combined entities as of December 31, 2014 and 2013 and January 1, 2013:

 

Acquisition of Subsidiaries

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Acquisitions paid in cash and cash equivalents

     (157,958,101      (5,084,700      (7,140,000

Cash and cash equivalents in entities acquired

     120,303,339         —           —     
  

 

 

    

 

 

    

 

 

 

Total, net (*)

     (37,654,762      (5,084,700      (7,140,000
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 5.

 

  d) The following table shows a reconciliation of cash and cash equivalents presented in the statement of financial position with cash and cash equivalents in the cash flow statement at December 31, 2014, 2013 and January 1, 2013:

 

     Balance at  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Cash and cash equivalents (statement of financial position)

     132,985,927         214,907,097         94,093,760   

Cash and cash equivalents attributable to assets held for sale (*)

     29,702         —           —     
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents (statement of cash flow)

     133,015,629         214,907,097         94,093,760   
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 13.

 

  e) The following table shows cash and cash equivalents that have been received from the sale of shares in combined entities:

 

Loss of control at Subsidiaries

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Amounts received for the sale of Subsidiaries(*)

     57,173,142         —           —     

Amounts in cash and cash equivalents

     (16,311,571      —           —     
  

 

 

    

 

 

    

 

 

 

Total net

     40,861,571         —           —     
  

 

 

    

 

 

    

 

 

 

 

  (*) See Note 2.4.1 and Note 32.

 

8. OTHER FINANCIAL ASSETS

The detail of other financial assets as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

Other Financial Assets

  Current     Non-current  
  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Available-for-sale financial investments – unquoted equity securities or with limited liquidity

    —          —          —          2,670,665        2,753,413        2,685,780   

Available-for-sale financial investments – quoted equity securities

    —            —          362,169        29,195        31,468   

Financial assets held to maturity (*)

    948,789        954,230          —          —          —     

Hedging derivatives (*)

    508,458        20,948,126        —          3,695,636        —          28,676,421   

Non-hedging derivatives (*)

    33,882        361,595        —          22,002        —          —     

Financial assets at fair value through profit or
loss (*)

    —          —          3,864        —          —          —     

Other

    —          —          —          —          —          181,863   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,491,129        22,263,951        3,864        6,750,472        2,782,608        31,575,532   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (*) See Note 22.1.a

 

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The amounts included in “financial assets held to maturity” and “financial assets at fair value with change in profit or loss” correspond mainly to time deposits and other highly liquid investments that are readily convertible to cash and subject to a low risk of changes in value, but that do not fulfill the definition of cash equivalent as defined in Note 3.g.2 (e.g. with maturity over 90 days from time of investment).

 

9. TRADE AND OTHER RECEIVABLES

a) The detail of trade and other receivables as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

Trade and Other Receivables, Gross

  Balance at  
  12-31-2014     12-31-2013     1-1-2013  
  Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Trade and other receivables, gross

    607,916,372        7,496,412        333,866,780        6,875,034        326,332,459        7,548,389   

Trade receivables, gross

    490,553,898        3,318,126        299,153,206        2,864,459        234,068,138        3,343,742   

Other receivables, gross

    117,362,474        4,178,286        34,713,574        4,010,575        92,264,321        4,204,647   

 

Trade and Other Receivables, Net

  Balance at  
  12-31-2014     12-31-2013     1-1-2013  
  Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Trade and other receivables, net

    578,081,205        7,496,412        302,980,633        6,875,034        302,204,856        7,548,389   

Trade receivables, net

    466,647,454        3,318,126        276,692,065        2,864,459        214,225,210        3,343,742   

Other receivables, net

    111,433,751        4,178,286        26,288,568        4,010,575        87,979,646        4,204,647   

There are no significant trade and other receivables balances held by the Combined Group that are not available for its use.

The Combined Group does not have customers with sales representing 10% or more of its total combined revenues for years ended December 31, 2014 and 2013.

Refer to Note 10.1 for detailed information on amounts, terms and conditions associated with accounts receivable from related companies.

b) As of December 31, 2014 and 2013 and January 1, 2013, the balance of past due but not impaired trade receivables is as follows

 

Trade Receivables Past Due But Not Impaired

   Balance at  
   12-31-2014      12-31-2013      1-1-2013  
   ThCh$      ThCh$      ThCh$  

Less than three months

     39,058,318         38,794,147         28,857,798   

Between three and six months

     2,624,968         23,933,636         2,765,184   

Between six and twelve months

     3,693,880         3,193,765         12,948,994   

More than twelve months

     12,957,133         12,481,822         3,343,742   
  

 

 

    

 

 

    

 

 

 

Total

     58,334,299         78,403,370         47,915,718   
  

 

 

    

 

 

    

 

 

 

 

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c) The reconciliation of changes in the allowance for impairment of trade receivables is as follows:

 

Trade Receivables Past Due and Impaired

   Current and
Non-current
ThCh$
 

January 1, 2013

     24,127,603   

Increases (decreases) for the year (*)

     7,940,767   

Amounts written off

     (1,182,223

Foreign currency translation differences

     —     
  

 

 

 

Balance at December 31, 2013

     30,886,147   

Increases (decreases) for the year (*)

     655,600   

Amounts written off

     (1,706,580

Foreign currency translation differences

     —     
  

 

 

 

Balance at December 31, 2014

     29,835,167   
  

 

 

 

 

  (*) See Note 30 for impairment of financial assets.

Write-offs for past due receivables

Past due receivables are written off once all collection procedures and legal proceedings have been exhausted and the debtors’ insolvency has been demonstrated. In our power generation business, this process normally takes at least one year. In our distribution business the process takes at least twenty four months. Overall, the risk of writing off our trade receivables, is limited (see Notes 3.e and 21.5).

 

10. BALANCES AND TRANSACTIONS WITH RELATED COMPANIES

Related party transactions are performed at current market conditions.

Transactions between the Combined Group and its combined entities and joint ventures have been eliminated on combination and are not itemized in this note.

As of the date of these financial statements, no guarantees have been given or received nor has any allowance for bad or doubtful accounts been recorded with respect to receivable balances for related party transactions.

The controlling shareholder of Enersis Chile is the Italian corporation Enel S.p.A.

 

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10.1 Balances and transactions with related companies

The balances of accounts receivable and payable between the Combined Group and its non-combined related companies are as follows:

a) Receivables from related companies

 

                            Balance at  
                            Current     Non-Current  

Taxpayer ID
Number

  Company   Country   Relationship   Description of
transaction
  Term of
transaction
  Currency   12-31-2014
ThCh$
    12-31-2013
ThCh$
    01-01-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    01-01-2013
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate
Parent
  Other services   Less than
90 days
  CH$     26,165        26,165        26,165        —          —          —     

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate
Parent
  Dividends   Less than
90 days
  CH$     —          82,273        —          —          —          —     

Foreign

  Endesa España   Spain   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     61,852        4,229        4,229        —          —          —     

96.524.140-K

  Empresa Electrica
Panguipulli S.A.
  Chile   Common Immediate
Parent
  Energy sales   Less than
90 days
  CH$     273,705        66,697        22,457        —          —          —     

96.880.800-1

  Empresa Electrica
Puyehue S.A.
  Chile   Common Immediate
Parent
  Energy sales   Less than
90 days
  CH$     64        11,949        95,399        —          —          —     

Foreign

  Enel Energy Europe   Spain   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     —          799,470        —          —          —          —     

Foreign

  Generalima S.A.   Peru   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     —          —          23,890        —          —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   Dividends   Less than
90 days
  CH$     1,477,177        1,375,492        —          —          —          —     

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Energy sales   Less than
90 days
  CH$     649,986        366,882        771,985        —          —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Advance
natural gas
purchase
  Less than
90 days
  US$     11,845,926        11,382,879        —          —          —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Other services   Less than
90 days
  US$     1,644,650        1,717,013        546,833        —          —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Loans   Less than
90 days
  US$     549,359        445,022        379,802        —          —          —     

76.014.570-K

  Inversiones Gas
Atacama Holding
Ltda. (1)
  Chile   Joint Venture   Other services   Less than
90 days
  US$     —          544,015        213        —          —          —     

76.014.570-K

  Inversiones Gas
Atacama Holding
Ltda. (1)
  Chile   Joint Venture   Loans   Less than
90 days
  US$     —          14,839,233        13,336,205        —          —          —     

76.014.570-K

  Inversiones Gas
Atacama Holding Ltda.
  Chile   Joint Venture   Energy sales   Less than
90 days
  US$     —          —          98,150        —          —          —     

Foreign

  CCSA Endesa
Costanera
  Argentina   Common Immediate
Parent
  Other services   Less than
90 days
  Ar$     —          —          5,000,998        —          —          5,712,830   

77.017.930-0

  Transmisora Eléctrica
de Quillota Ltda.
  Chile   Joint Venture   Other services   Less than
90 days
  CH$     —          —          181,855        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate
Parent
  Commodity
derivatives
  Less than
90 days
  CH$     99,662        129,780        784,741        —          —          —     

Foreign

  Enel Ingegneria e
Innovazione
  Italy   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     10,299        25,908        36,340        —          —          —     

Foreign

  PH Chucas Costa Rica   Costa Rica   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     —          147,234        42,019        —          —          —     

TBD

  Enersis Americas   Chile   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     38,720        94,863        237,279        —          —          —     

TBD

  Chilectra Américas   Chile   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     2,394        127,086        116,118        —          —          —     

TBD

  Endesa Américas   Chile   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     57,775        33,834        4,432        —          —          —     

76.652.400-1

  Centrales
Hidroeléctricas de
Aysen S.A.
  Chile   Joint Venture   Other services   Less than
90 days
  CH$     —          —          292,518        —          —          —     

76.126.507-5

  Parque Eolico Talinay
Oriente SA
  Chile   Common Immediate
Parent
  Energy sales   Less than
90 days
  CH$     21,647        20        —          —          —          —     

Foreign

  Distrilec   Argentina   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     1,305        —          —          —          —          —     

Foreign

  Endesa Brasil   Brazil   Common Immediate
Parent
  Other services   Less than
90 days
  Real     —          1,959,181        1,472,887        —          —          —     

Foreign

  Emgesa S.A. E.S.P.   Colombia   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     —          —          23,797        —          —          —     

Foreign

  Edegel S.A.A   Peru   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     —          —          85,146        —          —          —     

Foreign

  Edelnor   Peru   Common Immediate
Parent
  Other services   Less than
90 days
  Sol     —          —          33,689        —          —          —     
                       

Foreign

  Empresa de Distribución
Eléctrica de Lima Norte
S.A.A
  Peru   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     42,355        18,326        —          —          —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate
Parent
  Other services   Less than
90 days
  CH$     149,609        151,342        1,676,194        —          —          —     
                       

Foreign

  Codensa   Colombia   Common Immediate
Parent
  Other services   Less than
90 days
  CP     —          —          125,526        —          —          —     
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total     16,952,650        34,348,893        25,418,867        —          —          5,712,830   
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (1) See Notes 2.4.1, 5 and 14.

 

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b) Accounts payable to related companies

 

                              Balance at  
                              Current     Non-Current  

Taxpayer
ID Number

  Company   Country   Relationship   Description of
transaction
  Term of
transaction
  Currency     12-31-2014
ThCh$
    12-31-2013
ThCh$
    01-01-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    01-01-2013
ThCh$
 

Foreign

  Enel Latinoamérica S.A   Spain   Related to Immediate
Parent
  Dividends   Less than
90 days
  CH$          24,842,818        27,763,950        29,321,732        —          —          —     

96.524.140-K

  Empresa Electrica
Panguipulli S.A.
  Chile   Common Immediate
Parent
  Energy purchases   Less than
90 days
  CH$          1,708,804        684,882        216,029        —          —          —     

96.880.800-1

  Empresa Electrica
Puyehue S.A.
  Chile   Common Immediate
Parent
  Energy purchases   Less than
90 days
  CH$          —          2,865        15,896        —          —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   Other services   Less than
90 days
  CH$          335,962        200,821        54,607        —          —          —     

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Natural Gas
purchases
  Less than
90 days
  US$          19,808,375        13,864,085        25,884,955        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate
Parent
  Fuel purchases   Less than
90 days
  CH$          2,881,032        4,947,081        4,556,926        —          —          —     

Foreign

  Endesa Generación   Spain   Common Immediate
Parent
  Commodity
derivatives
  Less than
90 days
  CH$          1,102,253        —          32,200        —          —          —     

Foreign

  Enel Energy Europe   Spain   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          —          240,707        336,240        —          —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Dividends   Less than
90 days
  CH$          12,509,673        —          —          —          —          —     

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other services   Less than
90 days
  CH$          382,893        —          —          —          —          —     

Foreign

  Enel Distribuzione   Italy   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          73,730        65,500        —          —          —          —     

Foreign

  Enel Produzione   Italy   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          99,837        80,928        80,928        —          —          —     

Foreign

  Enel Ingegneria e
Innovazione
  Italy   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          2,024,190        2,073,649        —          —          —          —     

Foreign

  Endesa Costanera   Argentina   Common Immediate
Parent
  Other services   Less than
90 days
  Ar $          —          —          3,984,205        —          —          —     

76.014.570-K

  Inversiones Gas Atacama
Holding Ltda. (1)
  Chile   Joint Venture   Gas purchases   Less than
90 days
  US$          —          4,846,992        1,629,774        —          —          —     

76.014.570-K

  Inversiones Gas Atacama
Holding Ltda. (1)
  Chile   Joint Venture   Other services   Less than
90 days
  CH$          —          —          90,625        —          —          —     

76.014.570-K

  Inversiones Gas Atacama
Holding Ltda.
  Chile   Joint Venture   Energy purchases   Less than
90 days
  CH$          —          —          371,729        —          —          —     

77.017.930-0

  Transmisora Eléctrica de
Quillota Ltda.
  Chile   Joint Venture   Other services   Less than
90 days
  CH$          —          219,866        —          —          —          —     

77.017.930-0

  Transmisora Eléctrica de
Quillota Ltda.
  Chile   Joint Venture   Tolls   Less than
90 days
  CH$          —          —          66,037        —          —          —     

77.017.930-0

  Transmisora Eléctrica de
Quillota Ltda.
  Chile   Joint Venture   Other services   Less than
90 days
  CH$          157,762        —          158,713        —          —          —     

Foreign

  Enel Green Power
España SL
  Spain   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          23,982        —          —          —          —          —     

Foreign

  Endesa España   Spain   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          129,492        —          —          —          —          —     

Foreign

  Endesa España   Spain   Common Immediate
Parent
  Dividends   Less than
90 days
  CH$          —          13,979,167        —          —          —          —     

76.126.507-5

  Parque Eolico Talinay
Oriente SA
  Chile   Common Immediate
Parent
  Energy purchases   Less than
90 days
  CH$          —          400,585        —          —          —          —     

TBD

  Enersis Americas   Chile   Common Immediate
Parent
  Loans (2)   Less than
90 days
  US$          —          262,982,628        —          —          —          —     

TBD

  Enersis Américas   Chile   Common Immediate
Parent
  Loans (3)   Less than
90 days
  CH$          60,858,956        —          —          —          —          —     

TBD

  Enersis Américas   Chile   Common Immediate
Parent
  Current Account   Less than
90 days
  CH$          39,315,938        —          —          —          —          —     

Foreign

  Endesa Brasil   Brazil   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          —          92,999        —          —          —          —     

Foreign

  Endesa Cemsa S.A.   Argentina   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          58,720        —          —          —          —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate
Parent
  Current Account   Less than
90 days
  CH$          20,775,085        —          —          —          —          —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          —          4,644,832        —          —          —          —     

Foreign

  Enel Brasil   Brazil   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          95,691        —          —          —          —          —     

Foreign

  Endesa Cemsa S.A.   Argentina   Common Immediate
Parent
  Other services   Less than
90 days
  CH$          —          80,399        —          —          —          —     

Foreign

  Endesa Cemsa S.A.   Argentina   Common Immediate
Parent
  Fuel purchases   Less than
90 days
  Ar $          —          —          91,068        —          —          —     
    Total        187,185,193        337,171,936        66,891,664        —          —          —     

 

  (1) See Notes 2.4.1, 5 and 14.
  (2) On September 2, 2013, Endesa Chile entered into a loan agreement with Enersis Américas for ThCh$127,435 principal amount at a 5.99% fixed annual interest rate and maturity on March 3, 2014. The loan was fully repaid on March 6, 2014.

On October 1, 2013, Endesa Chile entered into a loan agreement with Enersis Américas for ThCh$201,680 principal amount at a 6.36% fixed annual interest rate and maturity on April 1, 2014. The loan was fully repaid on March 6, 2014.

 

  (3) On March 6, 2014, Endesa Chile entered into a loan agreement with Enersis Américas for ThCh$196,945 principal amount at a 4.97% fixed annual interest rate and maturity on March 6, 2015.

 

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On September 9, 2014, Endesa Chile entered into a loan agreement with Enersis Américas for ThUS$52,000 principal amount at a 0.95% fixed annual interest rate and maturity on March 9, 2015.

c) Significant transactions and effects on income/expenses:

Transactions with related companies that are not combined and their effects on profit or loss are as follows:

 

                    For the years ended  

Taxpayer ID
Number

  Company   Country   Relationship   Description of transaction   12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2012
ThCh$
 

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Gas sales     —          21,397,171        —     

Foreign

  Endesa Energía S.A.   Spain   Common Immediate Parent   Other operating income     —          51,722        —     

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Fuel consumption     (30,318,202     (47,540,061     (41,522,504

Foreign

  Endesa Generación   Spain   Common Immediate Parent   Commodity derivatives     (2,521,138     —          —     

Foreign

  Endesa Trading   Spain   Common Immediate Parent   Fuel consumption     —          —          (705,859

Foreign

  Generalima S.A.   Peru   Common Immediate Parent   Other services rendered     —          —          23,890   

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Gas consumption     (114,115,041     (60,095,868     (168,238,842

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Gas transportation     (39,638,398     (34,796,720     (34,209,731

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Other services rendered     56,042        769,402        220,493   

76.418.940-k

  GNL Chile S.A.   Chile   Associate   Other financial income     58,169        40,124        21,995   

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Energy sales     2,671,120        2,808,698        638,187   

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Electricity tolls     47,263        —          —     

76.788.080-4

  GNL Quintero S.A.   Chile   Associate   Other services rendered     956,854        835,543        661,296   

96.976.600-0

  Gestión Social S.A. (*)   Chile   Related to Director   Other services rendered     —          —          49,133   

78.488.290-k

  Tironi y Asociados S.A.   Chile   Related to Director   Other services rendered     —          —          2,475   

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Energy purchases     (1,407,349     (109,699     (1,988,042

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Electricity tolls     (3,805     —          —     

96.880.800-1

  Empresa Eléctrica Puyehue S.A.   Chile   Common Immediate Parent   Energy sales     (12,399     227,765        99,120   

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Energy purchases     (10,113,496     (6,118,816     (789,477

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Electricity tolls     (260,495     —          —     

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Other services rendered     197,812        —          —     

96.524.140-K

  Empresa Eléctrica Panguipulli S.A.   Chile   Common Immediate Parent   Energy sales     942,615        356,056        133,735   

Foreign

  Enel Distribuzione   Italy   Parent   Other fixed operating expenses     —          —          (97,053

Foreign

  Enel Energy Europe   Spain   Common Immediate Parent   Other fixed operating expenses     —          (826,603     (336,239

Foreign

  Enel Iberoamérica S.R.L   Spain   Parent   Other fixed operating expenses     (2,860,930     —          —     

96.806.130-5

  Electrogas S.A.   Chile   Associate   Gas tolls     (3,409,581     (2,734,877     (2,175,039

96.806.130-5

  Electrogas S.A.   Chile   Associate   Fuel consumption     (434,289     (428,555     (697,653

Foreign

  Carboex S.A.   Spain   Common Immediate Parent   Fuel consumption     —          —          (5,042,960

Foreign

  PH Chucas Costa Rica   Costa Rica   Common Immediate Parent   Other services rendered     —          236,173        481,177   

Foreign

  Endesa Distribución Eléctrica   Spain   Common Immediate Parent   Other fixed operating expenses     —          —          (6,133

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   Other services rendered     —          32,569        30,536   

Foreign

  Enel Ingegneria e Innovazione   Italy   Common Immediate Parent   Other fixed operating expenses     —          (479,542     —     

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.   Chile   Joint Venture   Other financial income     —          46,444        —     

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.   Chile   Joint Venture   Other services rendered     23,891        10,281        —     

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Chile   Joint Venture   Energy purchases     —          (9,295,172     (6,589,964

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Chile   Joint Venture   Gas transportation     —          (20,937,075     (20,131,152

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Chile   Joint Venture   Energy sales     —          95,845        64,914   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Chile   Joint Venture   Other financial income     —          489,864        765,504   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Chile   Joint Venture   Other fixed operating expenses     —          (219,671     (417,892

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Chile   Joint Venture   Electricity tolls     (1,378,743     (1,243,417     (1,219,958

Foreign

  Endesa España   Spain   Common Immediate Parent   Other operating income     57,623        —          —     

Foreign

  Enel Trade S.p.A   Italy   Common Immediate Parent   Other operating income     3,222        —          —     

TBD

  Endesa Américas   Chile   Common Immediate Parent   Other services rendered     —          305,347        300,435   

TBD

  Chilectra Américas   Chile   Common Immediate Parent   Other services rendered     —          625,195        615,157   

TBD

  Enersis Américas   Chile   Common Immediate Parent   Other services rendered     —          290,779        264,472   

TBD

  Enersis Américas   Chile   Common Immediate Parent   Other financial expenses     (15,437,257     (7,357,031     —     

Foreign

  Codensa S.A.   Colombia   Common Immediate Parent   Other services rendered     —          310,793        143,999   

Foreign

  Codensa S.A.   Colombia   Common Immediate Parent   Other variable expenses     —          (27,445     —     

Foreign

  Endesa Brasil   Brazil   Common Immediate Parent   Other services rendered     —          307,467        850,045   

Foreign

  Emgesa S.A.   Colombia   Common Immediate Parent   Other services rendered     —          30,000        —     

Foreign

  Emgesa S.A.   Colombia   Common Immediate Parent   Other variable expenses     —          (2,640     —     

Foreign

  Empresa de Distribución Eléctrica de Lima Norte S.A.A   Peru   Common Immediate Parent   Other services rendered     —          206,847        64,669   

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   Other operating income     —          16        126   

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   Other financial income     —          139,799        —     

99.573.910-0

  Chilectra Inversud S.A.   Chile   Common Immediate Parent   Other financial expenses     (645,276     (16,271     —     

Foreign

  Endesa Cemsa S.A.   Argentina   Associate   Electricity tolls     —          —          (6,577

Foreign

  Endesa Cemsa S.A.   Argentina   Associate   Other fixed operating expenses     —          (268,631     (253,900

76.126.507-5

  Parque Eolico Talinay Oriente SA   Chile   Common Immediate Parent   Energy purchases     (5,141,912     (1,148,277     —     
         

 

 

   

 

 

   

 

 

 
        Total     (222,683,700     (164,032,471     (278,997,617
         

 

 

   

 

 

   

 

 

 

 

  (1) See Notes 2.4.1, 5 and 14.

Transfers of short-term funds between related companies are treated as current accounts changes, with variable interest rates based on market conditions used for the monthly balance. The resulting receivable or payable balances are usually at 30 days term, with automatic rollover for the same periods and amortization in line with cash flows.

10.2 Board of Directors and Key management personnel

The Board of Directors of Enersis Chile S.A. initially consists of seven members who were elected for an interim term at an Extraordinary Shareholders’ Meeting of Enersis S.A. held on December 18, 2015 to hold office until the first Ordinary Shareholders’ Meeting of Enersis Chile S.A. to be held in April 2016 (the “2016 OSM”). At the 2016 OSM, the entire Board of Directors consisting of seven members will be elected to a three-year term. Following the end of their term, they may be re-elected or replaced. If a vacancy occurs in the interim, the

 

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Board of Directors will elect a temporary director to fill the vacancy until the next OSM, at which time the entire Board of Directors will be elected to new three-year terms. Its Executive Officers will be appointed by the Board of Directors and hold office at the discretion of the Board.

10.3 Compensation plans linked to share price

There are no compensation plans linked to share price.

 

11. INVENTORIES

The detail of inventories as of December 31, 2014 and 2013 and January 1, 2013, is as follows:

 

Classes of Inventories

   Balance at  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Supplies for Production

     22,295,599         10,561,168         23,746,835   

Gas

     1,407,284         —           —     

Oil

     3,734,834         1,630,489         3,993,634   

Coal

     17,153,480         8,930,679         19,753,201   

Other inventories (*)

     21,382,280         11,453,856         12,076,060   
  

 

 

    

 

 

    

 

 

 

Total

     43,677,878         22,015,024         35,822,895   
  

 

 

    

 

 

    

 

 

 

Detail of other inventories

        

(*) Other inventories

     21,382,280         11,453,856         12,076,060   

Supplies for projects and spare parts

     16,747,706         4,101,796         6,307,714   

Electrical materials

     4,634,574         7,352,060         5,768,346   

There are no inventories pledged as security for liabilities.

For the years ended December 31, 2014 and 2013 raw materials and consumables recognized as fuel expenses were ThCh$305,480,260 and ThCh$211,612,174. See Note 28.

As of December 31, 2014 and 2013 and January 1, 2013, no inventories have been written down due to obsolescence.

 

12. TAX RECEIVABLES AND PAYABLES

The detail of current tax receivables as of December 31, 2014 and 2013 and January 1, 2013, is as follows:

 

Tax Receivables

   Balance at  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Monthly provisional tax payments

     14,510,732         50,601,027         39,436,319   

Tax credit for absorbed profits

     9,993,425         23,936,341         41,296,507   

Tax credit for training expenses

     240,800         241,998         183,498   

Tax credit for dividends abroad

     20,903,182         18,668,757         —     

VAT credit

     —           59,912,201         66,250,388   

Other

     —           23,174         1,007,463   
  

 

 

    

 

 

    

 

 

 

Total

     45,648,139         153,383,498         148,174,175   
  

 

 

    

 

 

    

 

 

 

The detail of current tax payables as of December 31, 2014 and 2013 and January 1, 2013, is as follows:

 

Tax Payables

   Balance at  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Income tax

     38,357,866         59,433,519         30,073,926   
  

 

 

    

 

 

    

 

 

 

Total

     38,357,866         59,433,519         30,073,926   
  

 

 

    

 

 

    

 

 

 

 

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13. NON-CURRENT ASSETS OR GROUPS OF ASSETS FOR DISPOSAL CLASSIFIED AS HELD FOR SALE

In December 2014, Empresa Nacional de Electricidad S.A. and its subsidiary Compañía Eléctrica de Tarapacá SA signed a contract to sell all their shares in Sociedad Concesionaria Túnel El Melón S.A. to Temsa Private Investment Fund. Such contract established a number of conditions, which were not fulfilled at the end of 2014, preventing the closure of the sale. The sale was finalized on January 9, 2015.

Túnel El Melón S.A is a private corporation whose purpose is the construction, maintenance and operation of the public work called the El Melón Tunnel and the provision of ancillary services authorized by the Ministry of Public Works (MOP for its Spanish acronym).

El Melón Tunnel is an alternative route to the road that climbs the El Melon pass, which is located between 126 and 132 kilometers north of Santiago on Route 5. This is the main highway linking the country from Arica to Puerto Montt.

As described in Note 3.k), non-current assets and groups of assets held for sale have been recorded at the lower of their carrying amount and fair value less costs of disposal.

The main items of assets, liabilities and cash flows held for sale as of December 31, 2014 are as follows:

 

     Balance 12/31/2014  
     ThCh$  

CURRENT ASSETS

  

Cash and cash equivalents

     29,702   

Other current non-financial assets

     81,275   

Trade and other current receivables

     758,645   

Current tax assets

     1,400   
  

 

 

 

TOTAL CURRENT ASSETS

     871,022   
  

 

 

 

NON-CURRENT ASSETS

  

Intangible assets other than goodwill

     4,404,615   

Property, plant and equipment

     81,432   

Deferred tax assets

     2,621,894   
  

 

 

 

TOTAL NON-CURRENT ASSETS

     7,107,941   
  

 

 

 

TOTAL ASSETS

     7,978,963   
  

 

 

 

CURRENT LIABILITIES

  

Other current financial liabilities

     3,072,179   

Trade and other current payables

     495,235   

Other current non-financial liabilities

     131,030   
  

 

 

 

TOTAL CURRENT LIABILITIES

     3,698,444   
  

 

 

 

NON-CURRENT LIABILITIES

  

Other non-current financial liabilities

     1,660,254   

Non-current provisions for employee benefits

     102,423   

Other non-current non-financial liabilities

     27,026   
  

 

 

 

TOTAL NON-CURRENT LIABILITIES

     1,789,703   
  

 

 

 

TOTAL LIABILITIES

     5,488,147   
  

 

 

 

 

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Table of Contents
    Balance 12/31/2014  
    ThCh$  

Summary of net cash flow

 

Net cash flows from (used in) operating activities

    9,045,775   

Net cash flows from (used in) investment activities

    (5,604,740

Net cash flows from (used in) financing activities

    (3,450,774

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

    (9,739

Effect of exchange rate changes on cash and cash equivalents

    —     

Net increase (decrease) in cash and cash equivalents

    (9,739

Cash and cash equivalents at beginning of period

    39,440   

Cash and cash equivalents at end of period

    29,702   

 

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Table of Contents
14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

14.1. Investments accounted for using the equity method

 

  a. The following tables present the changes in investments in combined associates and joint ventures accounted for using the equity method as of December 31, 2014 and 2013 and January 1, 2013:

 

Taxpayer ID
Number

 

Changes in Investments in
Combined Associates

  Relationship   Country     Currency   Ownership
Interest
    Balance at
01-01-2014
ThCh$
    Additions
ThCh$
    Share of
Profit
(Loss)
ThCh$
    Dividends
Declared
ThCh$
    Foreign
Currency
Translation
ThCh$
    Other
Comprehensive
Income

ThCh$
    Other
Increase
(Decrease)
ThCh$
    Balance at
12-31-2014
ThCh$
    Negative
Equity
Provision
ThCh$
    Balance at
12-31-2014
ThCh$
 

96.806.130-5

  Electrogas S.A.   Associate     Chile      U.S. dollar     42.50     9,682,324        —          4,456,124        (4,239,280     847,016        31,475        —          10,777,659        —          10,777,659   

76.788.080-4

  GNL Quintero S.A.   Associate     Chile      U.S. dollar     20.00     4,797,508        —          3,541,883        (6,897,599     311,747        13,445,396        —          15,198,935        —          15,198,935   

76.418.940-K

  GNL Chile S.A.   Associate     Chile      U.S. dollar     33.33     559,615        —          1,099,143        —          159,410        —          —          1,818,168        —          1,818,168   

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A. (2)   Joint Venture     Chile      Chilean peso     51.00     69,684,864        3,315,000        (66,855,307     —          —          —          —          6,144,557        —          6,144,557   

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Joint Venture     Chile      Chilean peso     50.00     6,073,897        —          352,107        —          —          —          —          6,426,004        —          6,426,004   

76.014.570-K

  Inversiones GasAtacama Holding Ltda. (1)   Joint Venture     Chile      U.S. dollar     50.00     123,627,968        —          3,053,468        —          8,919,246        —          (135,600,682     —          —          —     
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            TOTAL        214,426,176        3,315,000        (54,352,582     (11,136,879     10,237,419        13,476,871        (135,600,682     40,365,323        —          40,365,323   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Taxpayer ID
Number

 

Changes in Investments in
Combined Associates

  Relationship   Country     Currency   Ownership
Interest
    Balance at
01-01-2013
ThCh$
    Additions
ThCh$
    Share of
Profit
(Loss)
ThCh$
    Dividends
Declared
ThCh$
    Foreign
Currency
Translation
ThCh$
    Other
Comprehensive
Income

ThCh$
    Other
Increase
(Decrease)
ThCh$
    Balance at
12-31-2013
ThCh$
    Negative
Equity
Provision
ThCh$
    Balance at
12-31-2013
ThCh$
 

96.806.130-5

  Electrogas S.A.   Associate     Chile      U.S. dollar     42.50     9,030,441        —          4,186,294        (5,080,897     769,156        777,330        —          9,682,324        —          9,682,324   

76.788.080-4

  GNL Quintero S.A.   Associate     Chile      U.S. dollar     20.00     —          —          4,914,871        (3,088,495     36,052        7,922,262        —          9,784,690        (4,987,182     4,797,508   

76.418.940-K

  GNL Chile S.A.   Associate     Chile      U.S. dollar     33.33     376,835        —          137,691        —          45,089        —          —          559,615        —          559,615   

76.652.400-1

  Centrales Hidroeléctricas De Aysén S.A.   Joint Venture     Chile      Chilean peso     51.00     66,894,760        5,084,699        (2,294,595     —          —          —          —          69,684,864        —          69,684,864   

77.017.930-0

  Transmisora Eléctrica de Quillota Ltda.   Joint Venture     Chile      Chilean peso     50.00     5,710,960        —          362,937        —          —          —          —          6,073,897        —          6,073,897   

76.014.570-K

  Inversiones GasAtacama Holding Ltda.   Joint Venture     Chile      U.S. dollar     50.00     96,207,755        —          17,002,146        —          10,418,067        —          —          123,627,968        —          123,627,968   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            TOTAL        178,220,751        5,084,699        24,309,344        (8,169,392     11,268,364        8,699,592        —          219,413,358        (4,987,182     214,426,176   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) In April 2014, the company Inversiones GasAtacama Holding Ltda. became a subsidiary of the Combined Group (see Notes 2.4.1 and 5).
(2) The loss recognized during 2014, includes an impairment loss of ThCh$69,066,857 as a result of uncertainty about the recoverability of this investment.

 

  b. Additional financial information on investments in associated companies and joint ventures

14.2. Investments with significant influence

The following tables show financial information as of December 31, 2014 and 2013 from the financial statements of the investments in associates where the Combined Group has significant influence:

 

Investments with
Significant Influence

  12-31-2014  
  % Ownership
Interest
Direct / Indirect
    Current Assets
ThCh$
    Non-current Assets
ThCh$
    Current Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit (Loss)
ThCh$
    Other
Comprehensive Income
ThCh$
    Comprehensive
Income
ThCh$
 

GNL Chile S.A

    33.33     73,425,419        81,983        64,329,604        3,723,224        732,138,386        (728,840,589     3,297,797        478,277        3,776,074   

GNL Quintero S.A.

    20.00     98,325,654        597,812,711        20,036,542        600,107,009        117,435,890        (99,726,467     17,709,423        68,785,714        86,495,137   

Electrogas S.A.

    42.50     6,085,889        43,289,210        10,076,915        13,938,983        19,635,597        (9,150,599     10,484,998        2,067,038        12,552,036   

Investments with
Significant Influence

  12-31-2013  
  % Ownership
Interest
Direct / Indirect
    Current Assets
ThCh$
    Non-current assets
ThCh$
    Current Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Revenues
ThCh$
    Expenses
ThCh$
    Profit (Loss)
ThCh$
    Other
Comprehensive Income

ThCh$
    Comprehensive
Income
ThCh$
 

GNL Chile S.A.

    33.33     82,737,334        79,263        78,005,985        3,131,599        538,715,428        (538,302,314     413,114        135,281        548,395   

GNL Quintero S.A.

    20.00     88,131,062        566,951,431        34,063,764        597,031,096        100,431,648        (75,857,214     24,574,434        39,791,400        64,365,834   

Electrogas S.A.

    42.50     4,624,089        39,891,362        9,624,463        12,109,047        17,591,544        (7,741,439     9,850,105        3,638,791        13,488,896   

 

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Table of Contents

Appendix 3 to these combined financial statements provides information on the main activities of our associates and the ownership interest that the Combined Group holds in them.

None of our associates have published price quotations.

14.3. Joint ventures

The following tables present information from the financial statements as of December 31, 2014 and 2013 and January 1, 2013 on the main joint ventures:

 

    Centrales Hidroeléctricas de
Aysén S.A.
    Transmisora Eléctrica de
Quillota Ltda.
    Inversiones Gas Atacama
Holding Ltda. (*)
 

% Ownership

  51.0%
12/31/2014
ThCh$
    51.0%
12/31/2013
ThCh$
    51.0%
1/1/2013
ThCh$
    50.0%
12/31/2014
ThCh$
    50.0%
12/31/2013
ThCh$
    50.0%
1/1/2013
ThCh$
    50.0%
12/31/2014
ThCh$
    50.0%
12/31/2013
ThCh$
    50.0%
1/1/2013
ThCh$
 

Total current assets

    485,966        9,596,488        10,081,574        4,426,445        3,950,498        3,273,653        —          176,292,080        111,109,274   

Total non-current assets

    15,026,706        131,270,190        127,061,491        11,420,593        10,237,702        9,921,635        —          295,704,711        256,741,087   

Total current liabilities

    3,419,214        4,049,634        5,728,373        1,159,095        670,215        503,949        —          63,483,879        49,340,104   

Total non-current liabilities

    45,348        180,059        248,465        1,835,937        1,370,193        1,269,420        —          44,840,436        56,704,587   

Cash and cash equivalents

    319,670        1,727,261        2,754,590        3,930,814        3,450,144        2,904,898        —          108,934,464        76,706,833   

Other current financial liabilities

    —          —          —          —          —          —          —          14,865,354        9,732,430   

Other non-current financial liabilities

    —          —          —          —          —          —          —          —          —     

Revenues

    —          —          —          2,672,950        2,394,408        2,265,866        —          176,517,866        119,376,747   

Depreciation and amortization expense

    (52,978     (69,316     (92,533     (738,927     (680,519     (686,931     —          (11,145,909     (10,239,012

Impairment losses

    (126,657,707     —          —          —          —          —          —          —          —     

Interest income

    479,518        121,509        255,431        88,597        134,631        94,083        —          1,040,933        996,160   

Interest expense

    —          78,059        (62,115     —          —          —          —          (1,575,774     (1,713,723

Income tax expense

    —          1,333,808        (6,222,845     (671,727     (124,757     (354,165     —          (9,908,686     (12,188,867

Profit (loss)

    (131,088,876     (4,499,239     (1,140,074     704,214        725,873        689,429        —          34,042,459        37,132,872   

Other comprehensive income

    —          —          —          —          —          —          —          —          —     

Comprehensive income

    (131,088,876     (4,499,239     (1,140,074     704,214        725,873        689,429        —          34,042,459l        37,132,872   

 

  (*) See Notes 2.4.1 and 5.

 

  c. There are no significant commitments and contingencies, or restrictions on funds transfers to its owners in associates and joint ventures.

 

15. INTANGIBLE ASSETS OTHER THAN GOODWILL

The following table presents intangible assets as of December 31, 2014 and 2013 and January 1, 2013:

 

Intangible Assets, Net

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Intangible Assets, Net

     36,525,522         37,570,805         37,962,229   

Easements and water rights

     14,692,984         14,517,212         14,523,007   

Concessions

     —           6,951,508         9,478,468   

Computer software

     21,651,862         15,991,138         13,845,449   

Other identifiable intangible assets

     180,676         110,947         115,305   

 

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Table of Contents

Intangible Assets, Gross

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Intangible Assets, Gross

     82,119,207         111,173,564         105,860,908   

Easements and water rights

     17,106,353         16,930,581         16,932,126   

Concessions

     —           39,246,752         39,246,752   

Computer software

     58,579,846         48,684,070         43,369,870   

Other identifiable intangible assets

     6,433,008         6,312,161         6,312,160   

Intangible Assets, Amortization and Impairment

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Accumulated Amortization and Impairment, Total

     (45,593,685      (73,602,759      (67,898,679

Identifiable intangible assets

     (45,593,685      (73,602,759      (67,898,679

Easements and water rights

     (2,413,369      (2,413,369      (2,409,119

Concessions

     —           (32,295,244      (29,768,284

Computer software

     (36,927,984      (32,692,932      (29,524,421

Other identifiable intangible assets

     (6,252,332      (6,201,214      (6,196,855

The reconciliations of the carrying amounts of intangible assets during the years ended December 31, 2014 and 2013 are as follows:

 

Changes in Intangible Assets

   Easements     Concessions     Computer
Software
    Other
Identifiable
Intangible
Assets, Net
    Intangibles
Assets, Net
 
   ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2014

     14,517,212        6,951,508        15,991,138        110,947        37,570,805   

Changes in identifiable intangible assets

          

Increases (decreases) other than from business combinations

     (19,567     —          8,568,249        —          8,548,682   

Increase (decrease) from exchange differences, net

     —         —          6,303        4,577        10,880   

Amortization (1)

     —          (2,546,894     (3,400,009     (7,207     (5,954,110

Increases (decreases) from transfers and other changes

     195,339        1        489,030        72,359        756,729   

Increases (decreases) from transfers

     195,339        1        (195,339     (1     —     

Increases (decreases) from other changes

     —          —          684,369        72,360        756,729   

Disposals and removals from service

     —          —          (2,849     —          (2,849

Disposals

     —          —          —         —      

Removals from service

     —         —          (2,849     —         (2,849

Decreases classified as held for sale

     —         —          —         —         —     

Other increases (decreases)

     —         (4,404,615     —         —         (4,404,615
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in identifiable intangible assets

     175,772        (6,951,508     5,660,724        69,729        (1,045,283
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2014

     14,692,984        —          21,651,862        180,676        36,525,522   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Changes in Intangible Assets

  Easements     Concessions     Computer
Software
    Other
Identifiable
Intangible
Assets, Net
    Activos
Intangibles, Neto
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Opening balance January 1, 2013

    14,523,007        9,478,468        13,845,449        115,305        37,962,229   

Changes in identifiable intangible assets

         

Increases other than from business combinations

    (1,547     —          5,295,240        —          5,293,693   

Acquisitions through business combinations

    —          —          —          —          —     

Increase (decrease) from exchange differences, net

    —          —          —          —          —     

Amortization (1)

    (363     (2,526,959     (3,220,451     (3,269     (5,751,042

Impairment losses recognized in profit or loss

    —          —          —          —          —     

Increases (decreases) from transfers and other changes

    (43,947     —          —          43,947        —     

Increases (decreases) from transfers

    —          —          —          —          —     

Increases (decreases) from other changes

    (43,947     —          —          43,947        —     

Disposals and removals from service

    —          —          —          —          —     

Disposals

    —                —     

Removals from service

    —          —          —          —          —     

Decreases classified as held for sale

    —          —              —     

Other increases (decreases)

    40,062        (1     70,900        (45,036     65,925   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in identifiable intangible assets

    (5,795     (2,526,960     2,145,689        (4,358     (391,424
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2013

    14,517,212        6,951,508        15,991,138        110,947        37,570,805   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (1) See Note 30.

According to Enersis management’s estimates and projections, the expected future cash flows attributable to intangible assets allow the recovery of the carrying amount of these assets recorded as of December 31, 2014 (See Note 3.e).

 

16. GOODWILL

The following table shows goodwill by the Cash-Generating Unit or group of Cash-Generating Units to which it belongs and changes as of December 31, 2014 and 2013 and January 1, 2013:

 

Company

   Cash Generating Unit    Opening
Balance
1/1/2014
ThCh$
     Increases
(decreases)
     Foreign
Currency
Translation
ThCh$
     Closing
Balance
12/31/2014
ThCh$
 

Empresa Eléctrica Colina Ltda.

   Empresa Eléctrica Colina Ltda.      2,240,478         —           —           2,240,478   

Compañía Eléctrica Tarapaca S.A.

   Generación Chile      4,656,105         —           —           4,656,105   

Chilectra S.A.

   Chilectra S.A.      128,374,362         —           —           128,374,362   

Empresa Nacional de Electricidad S.A

   Generación Chile      731,782,459         —           —           731,782,459   

Inversiones GasAtacama Holding Ltda. (2)

   Inversiones GasAtacama Holding      —           18,737,737         1,466,514         20,204,251   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total

        867,053,404         18,737,737         1,466,514         887,257,655   
     

 

 

    

 

 

    

 

 

    

 

 

 

 

Company

   Cash Generating Unit    Opening
Balance
1/1/2013
ThCh$
     Transfers
from
Mergers
    Foreign
Currency
Translation
ThCh$
     Closing
Balance
12/31/2013
ThCh$
 

Empresa Eléctrica Colina Ltda.

   Empresa Eléctrica Colina Ltda.      2,240,478         —          —           2,240,478   

Compañía Eléctrica San Isidro S.A. (1)

        4,656,105         (4,656,105     —           —     

Compañía Eléctrica Tarapacá S.A. (1)

   Generación Chile      —           4,656,105        —           4,656,105   

Chilectra S.A.

   Chilectra S.A.      128,374,362         —          —           128,374,362   

Empresa Nacional de Electricidad S.A

   Generación Chile      731,782,459         —          —           731,782,459   
     

 

 

    

 

 

   

 

 

    

 

 

 

Total

        867,053,404         —          —           867,053,404   
     

 

 

    

 

 

   

 

 

    

 

 

 

 

  (1) Empresa Eléctrica Pangue S.A. was merged with Compañía Eléctrica San Isidro S.A. on May 1, 2012; it is the latter company that legally continues to exist. Compañía Eléctrica San Isidro S.A. was merged with Endesa Eco S.A. on September 1, 2013; it is the latter company that legally continues to exist. Endesa Eco S.A. was merged with Compañía Eléctrica Tarapacá S.A. on November 1, 2013; it is the latter company that legally continues to exist.
  (2) See Notes 2.4.1 and 5.

 

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According to the Combined Group management’s estimates and projections, the expected future cash flows projections attributable to the Cash-Generating Units or groups of Cash-Generating Units, to which the acquired goodwill has been allocated, allow recovery of its carrying value as of December 31, 2014 (See Note 3.e).

The origin of the goodwill is detailed below:

1.- Empresa Eléctrica de Colina Ltda.

On September 30, 1996, Chilectra S.A. acquired 100% of the company Empresa Eléctrica de Colina Ltda. from the investment company Saint Thomas S.A., which is neither directly nor indirectly related to Chilectra S.A.

2.- Empresa Eléctrica Pangue S.A.

On July 12, 2002, Endesa Chile acquired 2.51% of the shares of Empresa Eléctrica Pangue S.A. through a put option held by the minority shareholder International Finance Corporation (IFC).

On May 2, 2012, Empresa Eléctrica Pangue S.A. merged with Compañía Eléctrica San Isidro S.A.; it is the latter company that legally continues to exist.

3.- Compañía Eléctrica San Isidro S.A.

On August 11, 2005, Endesa Chile bought the shares of the company Inversiones Lo Venecia Ltda., whose only asset was a 25% interest in the company San Isidro S.A. (minority shareholder purchase).

4.- Chilectra S.A.

In November 2000, Enersis S.A. purchased an additional 25.4% interest in Chilectra S.A. through a purchasing power of attorney in a public bidding process, reaching a 99.99% stake in the company.

5.- Empresa Nacional de Electricidad S.A.

On May 11, 1999, Enersis S.A. acquired an additional 35% in Endesa Chile in a public bidding process on the Santiago Stock Exchange and by buying shares in the U.S. (30% and 5%, respectively), reaching a 60% interest in the generation company.

6.- Inversiones GasAtacama Holding Limitada.

On April 22, 2014, Endesa Chile acquired the 50% interest in Inversiones GasAtacama Holding Limitada that was owned at that time by Southern Cross Latin America Private Equity Fund III L.P (see Notes 2.4.1 and 5).

 

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17. PROPERTY, PLANT AND EQUIPMENT

The following table shows property, plant and equipment as of December 31, 2014 and 2013 and January 1, 2013:

 

Classes of Property, Plant and Equipment, Net

  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Property, Plant and Equipment, Net

    3,283,760,776        2,880,470,635        2,810,746,294   

Construction in progress

    526,367,579        425,836,637        306,937,371   

Land

    61,050,488        57,582,247        51,617,936   

Buildings

    10,149,650        9,971,705        10,139,645   

Plant and equipment

    2,626,471,522        2,348,545,639        2,403,461,358   

Fixtures and fittings

    38,649,831        16,608,442        15,809,761   

Other property, plant and equipment under financial lease

    21,071,706        21,925,965        22,780,223   

Classes of Property, Plant and Equipment, Gross

  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Property, Plant and Equipment, Gross

    6,080,079,331        5,394,224,952        5,213,376,199   

Construction in progress

    526,367,579        425,836,637        306,937,371   

Land

    61,050,488        57,582,247        51,617,936   

Buildings

    20,219,104        19,559,422        19,492,672   

Plant and equipment

    5,362,568,353        4,813,576,765        4,757,182,529   

Fixtures and fittings

    81,113,776        48,909,849        49,385,660   

Other property, plant and equipment under financial lease

    28,760,031        28,760,032        28,760,031   

Classes of Accumulated Depreciation and Impairment in Property,
Plant and Equipment

  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Total Accumulated Depreciation and Impairment in Property, Plant and Equipment

    (2,796,318,555     (2,513,754,317     (2,402,629,905

Buildings

    (10,069,454     (9,587,717     (9,353,027

Plant and equipment

    (2,736,096,831     (2,465,031,126     (2,353,721,171

Fixtures and fittings

    (42,463,945     (32,301,407     (33,575,899

Other property, plant and equipment under financial lease

    (7,688,325     (6,834,067     (5,979,808

The detail and changes in property, plant, and equipment during the years ended December 31, 2014 and 2013 are as follows:

 

Changes in 2014

  Construction
in Progress

ThCh$
    Land
ThCh$
    Buildings, Net
ThCh$
    Plant and
Equipment, Net

ThCh$
    Fixtures and
Fittings, Net

ThCh$
    Other
Property,
Plant and
Equipment
under
Finance
Lease, Net

ThCh$
    Property,
Plant and
Equipment,
Net

ThCh$
 

Opening balance January 1, 2014

    425,836,637        57,582,247        9,971,705        2,348,545,639        16,608,442        21,925,965        2,880,470,635   

LOGO

 

 

 

  Increases other than from business combinations     318,751,963        —          —          3,988        1,796,610        —          320,552,561   
  Acquisitions through business combinations     10,802,165        3,216,432        —          171,934,311        13,707,483        —          199,660,391   
  Increases (decreases) from exchange differences, net     1,690,772        466,822        —          33,352,192        1,553,738        —          37,063,524   
  Depreciation (1)     —          —          (481,737     (118,822,062     (2,324,987     (854,258     (122,483,044
  Impairment losses recognized in profit or loss (1)     —          —          —          (12,529,820     —          —          (12,529,820
  Increases (decreases) from transfers and other changes     (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) from transfers

    (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) from transfers from constructions in progress

    (227,696,726     74        659,682        224,759,203        2,277,767        —          —     
 

Increases (decreases) from other changes

                —     
  Disposals and removals from service     —          —          —          (392,778     (35,900     —          (428,678
 

Disposals

    —          —          —          —          —          —          —     
 

Removals

    —          —          —          (392,778     (35,900     —          (428,678
  Other increases (decreases)     (3,017,232     (215,087     —          (20,379,151     5,066,678        (1     (18,544,793
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total changes     100,530,942        3,468,241        177,945        277,925,883        22,041,389        (854,259     403,290,141   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2014

    526,367,579        61,050,488        10,149,650        2,626,471,522        38,649,832        21,071,706        3,283,760,776   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Changes in 2013

  Construction
in Progress

ThCh$
    Land
ThCh$
    Buildings, Net
ThCh$
    Plant and
Equipment, Net

ThCh$
    Fixtures and
Fittings, Net

ThCh$
    Other
Property,
Plant and
Equipment
under
Finance
Lease, Net

ThCh$
    Property,
Plant and
Equipment,
Net

ThCh$
 

Opening balance January 1, 2013

    306,937,371        51,617,936        10,139,645        2,403,461,358        15,809,761        22,780,223        2,810,746,294   

LOGO

 

 

 

  Increases other than from business combinations     187,120,080        —          —          —          1,314,925        —          188,435,005   
  Acquisitions through business combinations     —          —          —          —          —          —          —     
  Increases (decreases) from exchange differences, net     —          —          —          —          —          —          —     
  Depreciation (1)     —          —          (601,563     (109,506,089     (2,794,166     (854,258     (113,756,076
  Impairment losses recognized in profit or loss (1)     (272,181     —          —          —          —          —          (272,181
  Increases (decreases) from transfers and other changes     (66,461,341     (118,739     507,728        68,359,995        2,712,357        —          —     
 

Increases (decreases) from transfers

    (66,461,341     (118,739     507,728        63,359,995        2,712,357        —          —     
 

Increases (decreases) from transfers from constructions in progress

    (66,461,341     (118,739     507,728        63,359,995        2,712,357        —          —     
 

Increases (decreases) from other changes

    —          —          —          —          —          —          —     
  Disposals and removals from service     (1,459,819     (847,678     338,148        (3,581,803     (420,227     —          (5,971,379
 

Disposals

    —          —          —          —          —          —          —     
 

Removals

    (1,459,819     (847,678     338,148        (3,581,803     (420,227     —          (5,971,379
  Other increases (decreases)     (27,473     6,930,728        (412,253     4,960,286        (14,208     —          11,437,080   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Total changes     118,899,266        5,964,311        (167,940     (54,915,719     798,681        (854,258     69,724,341   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing balance December 31, 2013

    425,836,637        57,582,247        9,971,705        2,348,545,639        16,608,442        21,925,965        2,880,470,635   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 30.

Additional information on property, plant and equipment, net

a) Main investments

Major additions to property, plant and equipment are investments in operating plants and new projects amounting to ThCh$320,552,561 and ThCh$188,435,005 for the years ended December 31, 2014 and 2013, respectively. In the generation business the main investments include maintenance to plants of ThCh$253,740,453 and ThCh$128,049,150 for the years ended December 31, 2014 and 2013, respectively. In the distribution business major investments are network extensions and investments to optimize their operation, in order to improve the efficiency and quality of service, amounting to ThCh$62,680,946 and ThCh$52,898,690 for the years ended December 31, 2014 and 2013, respectively.

b) Finance leases

As of December 31, 2014 and 2013 and January 1, 2013, property, plant and equipment includes ThCh$21,071,706, ThCh$21,925,965 and ThCh$22,780,223, respectively, in leased assets classified as finance leases.

The present value of future lease payments derived from these finance leases is as follows:

 

    12-31-2014     12-31-2013     1-1-2013  
  Gross
ThCh$
    Interest
ThCh$
    Present Value
ThCh$
    Gross
ThCh$
    Interest
ThCh$
    Present Value
ThCh$
    Gross
ThCh$
    Interest
ThCh$
    Present Value
ThCh$
 

Less than one year

    2,427,000        956,437        1,470,563        2,098,440        904,559        1,193,881        1,919,840        894,236        1,025,604   

From one to five years

    9,708,000        2,270,534        7,437,466        8,393,760        2,790,113        5,603,647        7,679,360        2,265,107        5,414,253   

More than five years

    11,601,579        1,386,142        10,215,437        12,129,434        1,198,490        10,930,944        13,016,927        2,211,594        10,805,333   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    23,736,579        4,613,112        19,123,467        22,621,634        4,893,162        17,728,472        22,616,127        5,370,937        17,245,190   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Leased assets primarily relate to a lease agreement for Electric Transmission Lines and Installations (Ralco-Charrúa 2X220 KV) entered into between Endesa Chile and Abengoa Chile S.A. The lease agreement has a 20-year maturity and bears interest at an annual rate of 6.5%.

c) Operating leases

The combined statements of income for the years ended December 31, 2014 and 2013 include ThCh$6,734,776 and ThCh$8,043,094, respectively, corresponding to operating lease contracts for material assets in operation.

 

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As of December 31, 2014 and 2013 and January 1, 2013, the total future lease payments under those contracts are as follows:

 

     12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Less than one year

     8,566,303         13,045,665         10,000,006   

From one to five years

     16,634,394         19,887,638         10,459,805   

More than five years

     10,064,425         11,036,942         1,712,415   
  

 

 

    

 

 

    

 

 

 

Total

     35,265,122         43,970,245         22,172,226   
  

 

 

    

 

 

    

 

 

 

d) Other information

i) As of December 31, 2014 and 2013 and January 1, 2013, the Combined Group had contractual commitments for the acquisition of property, plant and equipment amounting to ThCh$170,911,479, ThCh$80,459,620 and ThCh$15,067,890, respectively.

ii) As of December 31, 2014 and 2013 and January 1, 2013, the Combined Group does not have any property, plant and equipment pledged as security for liabilities (see Note 36).

iii) The Combined Group and its combined entities have insurance policies for all risks, earthquake and machinery breakdown and damages for business interruption with a €1,000 million limit in the case of generating companies and a €50 million limit for distribution companies, including business interruption coverage. Additionally, the Combined Group has Civil Liability insurance to meet claims from third parties with a €500 million limit. The insurance premiums associated with these policies are presented proportionally for each company in the caption “Prepaid expenses”.

iv) The situation of certain assets of our subsidiary Endesa Chile has changed, primarily works and infrastructure for facilities built to support power generation in the SIC grid in 1998, due primarily to the installation in the SIC of new thermoelectric plants, the arrival of LNG, and new projects that will be starting up soon. This has resulted in a new supply configuration for the upcoming years, in which it is expected that these facilities will not need to be used. Accordingly, in 2009, the Combined Group recognized an impairment loss of ThCh$43,999,600 for these assets, which is still in effect.

v) On October 16, 2012, Endesa Chile began the collection process on all of the bank performance bonds guaranteeing compliance with the works and correct, timely execution of these works as specified in the agreement “Bocamina Thermal Plant Expansion Project”, contract ACP-003.06. This is a turnkey project for a 350 MW coal-fired thermal generation plant (“the contract”) signed on July 25, 2007 between Empresa Nacional de Electricidad S.A. (“the owner”) and the consortium consisting of (i) the Chilean company Ingeniería y Construcción Tecnimont Chile y Compañía Limitada; (ii) the Italian company Tecnimont SpA; (iii) the Brazilian company Tecnimont do Brasil Construcao e Administracao de Projetos Ltda; (iv) the Slovakian company Slovenske Energeticke Strojarne a.s. (“SES”); and (v) the Chilean company Ingeniería y Construcción SES Chile Limitada; (all referred to collectively as “the Contractor” or “the Consortium”).

These performance bonds amounted to US$74,795,164.44 and UF 796,594.29 (approximately US$38,200,000). As of January 1, 2013 it was collected US$93,992,554 of these (see Note 36.3.6). Collection made on these bank performance bonds reduced the capitalized cost overruns incurred by the company due to breach of contract.

On October 17, 2012, Endesa Chile filed an arbitration request with the International Chamber of Arbitration of Paris in order to enforce the rights conferred upon it under the Contract. On December 29, 2014, Endesa’s Board of Directors accepted and approved an agreement with the consortium that finalized the arbitration process and granted full reciprocal settlement of the obligations. Consequently, as a result of final agreement reached at the end of 2014, Endesa Chile’s acquisition costs of the plant increased by US$125 million (ThCh$75,843,750 approximately), which were recognized as part of the acquisition cost of property, plant and equipment.

 

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vi) At the end of 2012, our subsidiary Compañía Eléctrica Tarapacá S.A. recognized an impairment loss for ThCh$12,578,098, to adjust the carrying amount of its Property, plant and equipment to their recoverable value (see Note 3.e).

vii) At the end of 2014, our subsidiary Endesa Chile recognized an impairment loss for ThCh$12,581,947 related to the Punta Alcalde project. This impairment loss arises because the current definition of the project is not fully aligned with the strategy that the Combined Group is reformulating, particularly with regard to technological leadership, and to community and environmental sustainability. Endesa Chile has decided to suspend the project as its profitability is still unclear (see Note 3.e).

 

18. INVESTMENT PROPERTY

The detail and changes in investment property during the years ended December 31, 2014 and 2013, are as follows:

 

    Investment Properties,
Gross
    Accumulated
Depreciation,
Amortization and
Impairment
    Investment
Properties, Net
 

Investment Properties

  ThCh$     ThCh$     ThCh$  

Balance at January 1, 2013

    51,003,011        (4,080,041     46,922,970   

Additions

    2,487,919        —          2,487,919   

Disposals (1)

    (6,443,325     2,127,925        (4,315,400

Depreciation expense

    —          (59,078     (59,078

Impairment losses recognized in profit or loss

    —          (159,362     (159,362

Balance at December 31, 2013

    47,047,605        (2,170,556     44,877,049   

Additions

    1,463,242        —          1,463,242   

Land sales (1)

    (1,806,675     —          (1,806,675

Disposals related to the sale of combined entities (2)

    (36,040,698     —          (36,040,698

Depreciation expense

    —          (30,483     (30,483

Impairment losses reversed, recognized in profit or loss

    —          52,127        52,127   

Balance at December 31, 2014

    10,663,474        (2,148,912     8,514,562   

 

  (1) The sale prices of investment properties disposed of years 2014 and 2013 were ThCh$9,363,249 and ThCh$16,510,931, respectively.
  (2) See Note 32.

- Fair value measurement and hierarchy

As of December 31, 2014, the fair value of the Combined Group’s investment properties was ThCh$12,272,521 which was determined using independent appraisals.

The fair value measurement for these investment properties was categorized as Level 2.

For the years ended December 31, 2014 and 2013, the detail of income and expenses from investment properties is as follows:

 

     For the years ended  
     12-31-2014     12-31-2013  

Income and expense from investment properties

   ThCh$     ThCh$  

Rental income from investment properties

     263,643        341,494   

Income from the sale of investment properties (*)

     9,363,249        16,510,931   

Direct operating expense from investment properties generating rental income

     (328,590     (192,963

Direct operating expense from investment properties not generating rental income (*)

     (1,806,675     (4,315,400
  

 

 

   

 

 

 

Total

     7,491,627        12,344,062   
  

 

 

   

 

 

 

 

  (*) See Note 32.

 

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The Combined Group has no repair, maintenance, acquisition, construction or development agreements that represent future obligations for the Combined Group as of December 31, 2014 (ThCh$971,776 as of December 31, 2013 and ThCh$0 as of January 1, 2013).

The Combined Group has insurance policies to cover operational risks of its investment properties, as well as to cover legal claims against the Combined Group that could potentially arise from exercising its business activity. Management considers that the insurance policy coverage is sufficient against the risks involved.

 

19. DEFERRED TAXES

a. The origination and changes in deferred tax assets and liabilities as of December 31, 2014 and 2013 and January 1, 2013 are as follows:

 

Deferred Tax Assets

  Deferred Tax Assets Relating to     Deferred
Tax Assets
 
  Accumulated
Depreciation
    Provisions     Post-employment
benefit
obligations
    Revaluation
of financial
instruments
    Tax Loss
Carryforwards
    Other    

Opening balance January 1, 2014

    1,409,000        2,471,333        —          —          1,710,288        5,660,926        11,251,547   

 

 

 

LOGO

 

 

 

  Increase (decrease) in profit or loss     (1,110,934     3,894,698        (1,218,281     (1,716     6,297,437        6,750,316        14,611,520   
 

Increase (decrease) in other comprehensive income

    —          —          4,488,450        1,716        —          (1,084     4,489,082   
 

Acquisitions through business combinations (1)

    —          879,716        —          —          537,932        974,883        2,392,531   
 

Disinvestments through selling businesses (1)

    (107,241     (34,403     —          —          (329,845     (5,816,292     (6,287,781
 

Foreign currency translation

    —          361,135        —          —          —          155,705        516,840   
 

Transfers to (from) Non-current assets and groups held for sale

    —          (29,583     (1,761     —          (1,448,281     (1,142,270     (2,621,895
  Other increase (decreases)     (2     (1,744,590     (3,106,043     —          (1,915,692     (4,620,422     (11,386,749

Closing balance December 31, 2014

    190,823        5,798,306        162,365        —          4,851,839        1,961,762        12,965,095   

 

Deferred Tax Assets

  Deferred Tax Assets Relating to     Deferred
Tax Assets
 
  Accumulated
Depreciation
    Provisions     Post-employment
benefit
obligations
    Revaluation
of financial
instruments
    Tax Loss
Carryforwards
    Other    

Opening balance January 1, 2013

    3,366,028        2,489,026        (1     (1     8,635,197        3,554,687        18,044,936   

 

LOGO

 

  Increase (decrease) in profit or loss     (205,618     1,678,133        (358,834     —          (14,647,929     2,506        (13,531,742
 

Increase (decrease) in other comprehensive income

    —          —          490,159        —          5,010,578        —          5,500,737   
  Foreign currency translation     2        —          —          —          —          —          2   
  Other increases (decreases)     (1,751,412     (1,695,826     (131,324     1        2,712,442        2,103,733        1,237,614   

Closing balance December 31, 2013

    1,409,000        2,471,333        —          —          1,710,288        5,660,926        11,251,547   

 

Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
depreciation
    Provisions     Post-employment
benefit
obligations
    Revaluation
of financial
instruments
    Other    

Opening balance January 1, 2014

    172,945,228        —          20,818        3,933,526        1,649        176,901,221   

 

 

 

LOGO

 

 

 

  Increase (decrease) in profit or loss     60,395,908        379        (457,558     (4,490,773     1,399,160        56,847,116   
  Increase (decrease) in other comprehensive income     —          —          (20,511     557,247        378        537,114   
  Acquisitions through business combinations     27,088,856        —          —          —          1,834,311        28,923,167   
  Disinvestments through selling businesses     —          —          —          —          —          —     
  Foreign currency translation     3,324,089        —          —          —          77,065        3,401,154   
 

Transfers to (from) Non-current assets and groups held for sale

    —          —          —          —          —          —     
  Other increase (decreases)     (10,758,834     —          473,749        —          (1,102,021     (11,387,106

Closing balance December 31, 2014

    252,995,247        379        16,498        —          2,210,542        255,222,666   

 

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Deferred Tax Liabilities

  Deferred Tax Liabilities Relating to     Deferred
Tax
Liabilities
 
  Accumulated
depreciation
    Provisions     Post-employment
benefit
obligations
    Revaluation
of financial
instruments
    Other    

Opening balance January 1, 2013

    179,912,972        —          17,080        5,224,632        2,157,060        187,311,744   

LOGO

 

  Increase (decrease) in profit or loss     (8,772,530     —          71,264        937,186        (2,031,600     (9,795,680
  Increase (decrease) in other comprehensive income     (476     —          (161,890     (2,228,292     22        (2,390,636
  Acquisitions through business combinations     —          —          —          —          —          —     
  Disinvestments through selling businesses     —          —          —          —          —          —     
  Foreign currency translation     —          —          —          —          —          —     
  Other increases (decreases)     1,805,262        —          94,364        —          (123,833     1,775,793   

Closing balance December 31, 2013

    172,945,228        —          20,818        3,933,526        1,649        176,901,221   

 

  (1) See Note 2.4.1 and 5.

Recovery of deferred tax assets will depend on whether sufficient taxable profits will be obtain in the future. The Combined Group believes that the future profit projections for its combined entities will allow these assets to be recovered.

b. As of December 31, 2014 and 2013 and January 1, 2013, the Combined Group has unrecognized deferred tax assets related to tax loss carryforwards totaling ThCh$351,900, ThCh$611,400, and ThCh$1,691,200, respectively. See Note 3.o.

The Combined Group has unrecognized deferred tax liabilities for taxable temporary differences associated with investment in combined entities and joint ventures, as it is able to control the timing of the reversal of the temporary differences and considers that it is probable that such temporary differences will not reverse in the foreseeable future. As of December 31, 2014 and 2013 and January 1, 2013 , the aggregate amount of taxable temporary differences associated with investments in combined entities and joint ventures for which deferred tax liabilities have not been recognized totaled ThCh$426,167,022, ThCh$200,658,751 and ThCh$187,263,671, respectively.

Additionally, the Combined Group has not recognized deferred tax asset for deductible temporary differences which as of December 31, 2014 and 2013 and January 1, 2013 , totaled ThCh$966,314,793, ThCh$737,394,169 and ThCh$868,176,194, respectively, as it is not probable that sufficient future taxable profits exist to recover such temporary differences.

The Combined Group entities are potentially subject to income tax audits by the Chilean tax regulator and are limited to three tax years after which tax audits over those years can no longer be performed. Tax audits by nature are often complex and can require several years to complete. The tax years potentially subject to examination are 2012 through 2014.

Given the range of possible interpretations of tax standards, the results of any future inspections carried out by Chilean tax authority for the years subject to audit can give rise to tax liabilities that cannot currently be quantified objectively. Nevertheless, management estimates that the liabilities, if any, that may arise from such tax audits, would not significantly impact the Combined Group’s future results.

The effects of deferred tax on the components of other comprehensive income are as follows:

 

Effects of Deferred Tax on the Components of Other

Comprehensive Income

  Year ended December 31, 2014     Year ended December 31, 2013  
  Amount
Before Tax

ThCh$
    Income Tax
Expense
(Benefit)

ThCh$
    Amount
After Tax

ThCh$
    Amount
Before Tax
    Income Tax
Expense
(Benefit)
    Amount
After Tax
 
        ThCh$     ThCh$     ThCh$  

Available-for-sale financial assets

    1,849        (1,462     387        (2,273     455        (1,818

Cash flow hedge

    (131,355,881     31,585,153        (99,770,728     (70,928,723     10,955,996        (59,972,727

Share of other comprehensive income from associates and joint ventures accounted for using the equity method

    13,476,871        —          13,476,871        8,699,592        —          8,699,592   

Foreign currency translation

    12,473,950        —          12,473,950        12,286,748        —          12,286,748   

Actuarial gains(losses) on defined-benefit pension plans

    (12,692,856     4,527,209        (8,165,647     (3,260,244     652,049        (2,608,195

Income tax related to components of other comprehensive income

    (118,096,067     36,110,900        (81,985,167     (53,204,900     11,608,500        (41,596,400

 

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c. In Chile, Law No. 20,780 was published in the Official Gazette on September 29, 2014. It changes the income tax system and other taxes, by replacing the current tax system in 2017 with two alternative tax systems: the attributed income system and partially integrated system.

This Law gradually increases the rate of income tax on corporate income. Thus, it will increase to 21% in 2014, to 22.5% in 2015 and to 24% in 2016. As from 2017 taxpayers choosing the attributed income system will be subject to a rate of 25%, while companies choosing the partially integrated system will be subject to a rate of 25.5% in 2017 and 27% in 2018.

Furthermore, this Law establishes that the partially integrated system will apply by default to open stock companies, unless a future Extraordinary Shareholders’ Meeting agrees to adopt the attributed income system.

The Combined Group assumes that, since an Extraordinary Shareholders’ Meeting has not agreed to adopt the alternative system, the partially integrated system applies by default. Therefore, changes in deferred tax assets and liabilities as a direct effect of the increase in the corporate income tax rate have been recognized in profit or loss. Specifically, as of December 31, 2014 the net charge against income was a loss of ThCh$66,669,816.

 

20. OTHER FINANCIAL LIABILITIES

The balances of other financial liabilities as of December 31, 2014 and 2013 and January 1, 2013 are as follows:

 

Other Financial Liabilities

  12-31-2014     12-31-2013     1-1-2013  
  Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Interest-bearing borrowings

    143,170,408        743,672,174        123,125,951        574,924,355        217,822,784        646,439,270   

Hedging derivatives (*)

    667,153        28,176,011        1,280,496        —          91,276        3,214,525   

Non-hedging derivatives (**)

    2,526,798        6,286,982        164,983        —          —          —     

Obligation for Túnel el Melón concession

    —          —          2,692,424        4,479,251        2,442,849        7,027,434   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    146,364,359        778,135,167        127,263,854        579,403,606        220,356,909        656,681,229   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (*) See Note 22.2.a
  (**) See Note 22.2.b

 

20.1 Interest-bearing borrowings

The detail of current and non-current interest-bearing borrowings as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

Classes of Loans that Accrue
Interest

  12-31-2014     12-31-2013     1-1-2013  
  Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
    Current
ThCh$
    Non-current
ThCh$
 

Bank loans

    1,008,956        —          106,492,963        858,299        1,547,154        97,967,390   

Unsecured obligations

    140,690,889        726,019,271        15,439,104        557,531,468        213,227,767        532,252,294   

Secured obligations

    —          —          —          —          —          —     

Financial leases

    1,470,563        17,652,903        1,193,884        16,534,588        1,025,604        16,219,586   

Other obligations

    —          —          —          —          2,022,260        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    143,170,408        743,672,174        123,125,951        574,924,355        217,822,785        646,439,270   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Bank loans by currency and contractual maturity as of December 31, 2014 and 2013 and January 1, 2013, are as follows:

Summary of bank loans by currency and maturity

 

Country

  Currency     Nominal
Interest
Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total
Current
at 12/31/2014
    Maturity     Total Non-
current at
12/31/2014
 
        One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to five
years
    Over five
years
   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

  US$          5.98     Unsecured        —          1,007,362        1,007,362        —          —          —          —          —          —     

Chile

  Ch$          5.47     Unsecured        1,594        —          1,594        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

          1,594        1,007,362        1,008,956        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Currency     Nominal
Interest Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total
Current
at 12/31/2013
ThCh$
    Maturity      Total Non-
current at
12/31/2013
 
        One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    Over
five years
    
        ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$      ThCh$  

Chile

  US$          2.29     Unsecured        404,070        106,087,171        106,491,241        858,299        —          —          —          —           858,299   

Chile

  Ch$          5.91     Unsecured        —          199        199        —          —          —          —          —           —     

Chile

  Ch$          5.00     Unsecured        1,519        —          1,519        —          —          —          —          —           —     

Chile

  Ch$          5.67     Unsecured        4        —          4        —          —          —          —          —           —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total

          405,593        106,087,370        106,492,963        858,299        —          —          —          —           858,299   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

Country

  Currency     Nominal
Interest
Rate
    Secured/
Unsecured
    Current     Non-current  
        Maturity     Total
Current at
1/1/2013
    Maturity     Total Non-
current at
1/1/2013
 
        One to
three
months
    Three to
twelve
months
      One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    Over
five years
   
        ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chile

  US$          1.76     Unsecured        354,739        1,191,983        1,546,722        97,182,141        785,249        —          —          —          97,967,390   

Chile

  Ch$          4.90     Unsecured        432        —          432        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

          355,171        1,191,983        1,547,154        97,182,141        785,249        —          —          —          97,967,390   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value measurement and hierarchy

The fair value of current and non-current bank borrowings as of December 31, 2014 and 2013 and January 1, 2013 totaled ThCh$1,027,794, ThCh$107,659,698, and ThCh$99,648,995, respectively. The fair value measurement of borrowings have been categorized as Level 2 (see Note 3.h).

 

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– Identification of bank borrowings by company

 

Taxpayer ID Number

  Company   Country     Taxpayer ID
Number
  Financial Institution   Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   December 31, 2014  
                    Current ThCh$     Non-Current ThCh$  
                    Less
than
90 days
    More than
90 days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More than
five years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.     Chile      0-E   Credit lines   Chile   Ch$          5.91     5.91   Otra     133        —          133        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.     Chile      Foreign   B.N.P. Paribas   E.E.U.U.   US$          6.32     5.98   Semestral     —          1,007,362        1,007,362        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.     Chile      97.004.000-5   Banco Santander   Chile   Ch$          6.00     6.00   Mensual     1,338        —          1,338        —          —          —          —          —          —     

94.271.00-3

  Enersis S.A.     Chile      97.004.000-5   Banco Santander Chile   Chile   Ch$          4.50     4.50   Al Vencimiento     123        —          123        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total             1,594        1,007,362        1,008,956        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer ID Number

  Company   Country     Taxpayer ID
Number
 

Financial Institution

  Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   December 31, 2013  
                    Current ThCh$     Non-Current ThCh$  
                    Less
than 90
days
    More than 90
days
    Total
Current
    One to
two
years
    Two
to
three
years
    Three
to four
years
    Four
to five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.     Chile      0-E   Credit lines   Chile   Ch$          5.91     5.91   Other     198        —          198        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   B.N.P. Paribas   U.S.A   US$          6.32     5.98   Semi-annually     —          883,679        883,679        858,299        —          —          —          —          858,299   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Banco Santander C.H. SA Chile   U.S.A   US$          1.69     1.01   At maturity     —          17,296,605        17,296,605        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      97.004.000-5  

Banco Santander Chile

(Linea Crédito)

  Chile   Ch$          6.00     6.00   At maturity     —          176        176        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Export Development Corpotation Loan   U.S.A   US$          1.57     1.40   Semi-annually     380,556        375,606        756,162        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   The Bank of Tokyo-Mitsubishi, Ltd.   U.S.A   US$          1.68     1.00   At maturity     —          17,296,605        17,296,605        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Scotiabank & Trust Cayman Ltd   Cayman Islands   US$          1.68     1.00   At maturity     23,316        26,206,977        26,230,293        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Bank Of America   U.S.A   US$          1.66     1.03   At maturity     —          —          —          —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Mercantil Commercebank   U.S.A   US$          1.68     1.00   At maturity     —          10,482,791        10,482,791        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      97.030.000-7   Banco del Estado de Chile   Chile   US$          1.69     1.01   At maturity     —          33,544,931        33,544,931        —          —          —          —          —          —     

94.271.00-3

  Enersis S.A.     Chile      97.004.000-5   Banco Santander Chile   Chile   Ch$          5.00     5.00   At maturity     1,519        —          1,519        —          —          —          —          —          —     

79.913.810-7

  Inmobiliaria Manso
de Velasco Ltda.
    Chile      97.004.000-5   Banco Santander Chile   Argentina   Ch$          6.00     6.00   Monthly     4        —          4        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total             405,593        106,087,370        106,492,963        858,299        —          —          —          —          858,299   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer ID Number

  Company   Country     Taxpayer ID
Number
 

Financial Institution

  Country   Currency     Effective
Interest
Rate
    Nominal
Interest
Rate
    Amortization   January 1, 2013  
                    Current ThCh$     Non-Current ThCh$  
                    Less
than 90
days
    More than
90 days
    Total
Current
    One to two
years
    Two to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total Non-
Current
 

96.800.570-7

  Chilectra S.A.     Chile      0-E   Credit lines   Chile   Ch$          5.91     5.91   Other     46        —          46        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   B.N.P. Paribas   U.S.A   US$          6.32     5.98   Semi-annually     —          820,076        820,076        785,249        785,249        —          —          —          1,570,498   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Banco Santander C.H. SA Chile   U.S.A   US$          1.69     1.01   At maturity     —          —          —          15,792,106        —          —          —          —          15,792,106   

91.081.000-6

  Endesa S.A. (Chile)     Chile      97.004.000-5   Banco Santander Chile (Linea Crédito)   Chile   Ch$          6.00     6.00   At maturity     277        —          277        —          —          —          —          —          —     

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Export Development Corpotation Loan   U.S.A   US$          1.57     1.40   Semi-annually     354,739        343,643        698,382        687,160        —          —          —          —          687,160   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   The Bank of Tokyo-Mitsubishi, Ltd.   U.S.A   US$          1.68     1.00   At maturity     —          —          —          15,792,106        —          —          —          —          15,792,106   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Scotiabank & Trust Cayman Ltd   Cayman Islands   US$          1.68     1.00   At maturity     —          28,264        28,264        23,927,433        —          —          —          —          23,927,433   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Bank Of America   U.S.A   US$          1.66     1.03   At maturity     —          —          —          11,963,716        —          —          —          —          11,963,716   

91.081.000-6

  Endesa S.A. (Chile)     Chile      Foreign   Mercantil Commercebank   U.S.A   US$          1.68     1.00   At maturity     —          —          —          9,570,973        —          —          —          —          9,570,973   

91.081.000-6

  Endesa S.A. (Chile)     Chile      97.030.000-7   Banco del Estado de Chile   Chile   US$          1.69     1.01   At maturity     —          —          —          18,663,398        —          —          —          —          18,663,398   

94.271.00-3

  Enersis S.A.     Chile      97.004.000-5   Banco Santander Chile   Chile   Ch$          5.00     5.00   At maturity     109          109        —          —          —          —          —          —     

79.913.810-7

  Inmobiliaria Manso
de Velasco Ltda.
    Chile      97.004.000-5   Banco Santander Chile   Argentina   Ch$          6.00     6.00   Monthly     —          —          —          —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total             355,171        1,191,983        1,547,154        97,182,141        785,249        —          —          —          97,967,390   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No.4, letter a), presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the bank loans detailed above.

 

F-186


Table of Contents

20.2 Unsecured liabilities

The detail of Unsecured Liabilities by currency and maturity as of December 31, 2014 and 2013 and January 1, 2013, is as follows:

Summary of unsecured liabilities by currency and maturity

 

    Currency   Annual
Nominal
Rate
    Secured/
Unsecured
  Current     Non-current  
          Maturity     Total Current
at 12/31/2014
ThCh$
    Maturity     Total Non-
current at
12/31/2014

ThCh$
 
          One to three
months
ThCh$
    Three to
twelve
months
ThCh$
      One to
two years
ThCh$
    Two to
three years
ThCh$
    Three to
Four years
ThCh$
    Four to
five years
ThCh$
    Over five
years
ThCh$
   

Country

                       

Chile

  US$     7.17   Unsecured     10,600,825        123,527,558        134,128,383        —          —          —          —          419,950,580        419,950,580   

Chile

  U.F.     5.57   Unsecured     —          6,562,506        6,562,506        5,122,437        5,122,437        5,122,437        27,510,710        263,190,670        306,068,691   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total     10,600,825        130,090,065        140,690,889        5,122,437        5,122,437        5,122,437        27,510,710        683,141,250        726,019,271   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Currency     Annual
Nominal
Rate
    Secured/
Unsecured
  Current     Non-current  
          Maturity     Total
Current at
12/31/2013

ThCh$
    Maturity     Total Non-
current at
12/31/2013

ThCh$
 
          One to
three months

ThCh$
    Three to
twelve

months
ThCh$
      One to two
years

ThCh$
    Two to
three years

ThCh$
    Three to
four years

ThCh$
    Four to
five years
ThCh$
    Over five
years
ThCh$
   
                         

Country

                       

Chile

  US$          7.99   Unsecured     9,165,713        —          9,165,713        104,458,309        —          —          —          159,088,295        263,546,604   

Chile

    U.F.        5.48   Unsecured     —          6,273,391        6,273,391        4,848,388        4,848,388        4,848,388        4,848,388        274,591,312        293,984,864   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total     9,165,713        6,273,391        15,439,104        109,306,697        4,848,388        4,848,388        4,848,388        433,679,607        557,531,468   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Currency   Annual
Nominal 
Rate
    Secured/
Unsecured
  Current     Non-current  
          Maturity     Total Current
at 1/1/2013

ThCh$
    Maturity     Total Non-
current at
1/1/2013

ThCh$
 
          One to three
months
ThCh$
    Three to twelve
months
ThCh$
      One to
two years

ThCh$
    Two to three
years
ThCh$
    Three to
four years
ThCh$
    Four to five
years
ThCh$
    Over five
years
ThCh$
   

Country

                       

Chile

  US$     8.06   Unsecured     15,065,057        191,984,000        207,049,057        —          94,914,421        —          —          144,892,812        239,807,233   

Chile

  U.F.     5.48   Unsecured     —          6,178,710        6,178,710        4,750,876        4,750,876        4,750,876        4,750,876        273,441,557        292,445,061   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      Total     15,065,057        198,162,710        213,227,767        4,750,876        99,665,297        4,750,876        4,750,876        418,334,369        532,252,294   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

20.3 Secured liabilities

As of December 31, 2014 and 2013 and January 1, 2013, there were no secured liabilities.

Fair value measurement and hierarchy

The fair value of current and non-current unsecured liabilities as of December 31, 2014 and 2013 and January 1, 2013 totaled ThCh$1,088,491,056, ThCh$720,236,576, and ThCh$893,434,380, respectively. The fair value measurement of these liabilities have been categorized as Level 2 (see Note 3.h).

 

F-187


Table of Contents

- Secured and unsecured liabilities by company

 

Taxpayer ID
Number

  Company   Country   Taxpayer ID
Number
 

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured     December 31, 2014  
                    Current ThCh$     Non-Current ThCh$  
                    Less than 90
days
    More than 90
days
    Total
Current
    One to two
years
    Two to
three years
    Three to
four years
    Four to five
years
    More than
five years
    Total Non-
Current
 
91.081.000-6   Endesa Chile S.A.   Chile   Foreing   BNY Mellon – Primera Emisión S-1   U.S.A   US$     7.96     7.88     No        4,098,882        —          4,098,882        —          —          —          —          123,713,346        123,713,346   
91.081.000-6   Endesa Chile S.A.   Chile   Foreing   BNY Mellon – Primera Emisión S-2   U.S.A   US$     7.40     7.33     No        1,310,741        —          1,310,741        —          —          —          —          42,390,409        42,390,409   
91.081.000-6   Endesa Chile S.A.   Chile   Foreing   BNY Mellon – Primera Emisión S-3   U.S.A   US$     8.26     8.13     No        830,186        —          830,186        —          —          —          —          18,905,448        18,905,448   
91.081.000-6   Endesa Chile S.A.   Chile   Foreing   BNY Mellon – 144 – A   U.S.A   US$     8.83     8.63     No        4,361,016        121,350,000        125,711,016        —          —          —          —          —          —     
91.081.000-6   Endesa Chile S.A.   Chile   Foreing   BNY Mellon – Unica 24296   U.S.A   US$     5.30     4.25     No        —          2,177,558        2,177,558        —          —          —          —          234,941,377        234,941,377   
91.081.000-6   Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander -317 Serie-H   Chile   U.F.     7.17     6.20     No        —          6,054,055        6,054,055        5,122,437        5,122,437        5,122,437        5,122,437        42,939,415        63,429,163   
91.081.000-6   Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander 522 Serie-M   Chile   U.F.     4.82     4.75     No        —          508,451        508,451        —          —          —          22,388,273        220,251,255        242,639,528   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total Unsecured Bonds        10,600,825        130,090,064        140,690,889        5,122,437        5,122,437        5,122,437        27,510,710        683,141,250        726,019,271   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer ID
No. (RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured     December 31, 2013  
                    Current ThCh$     Non-current ThCh$  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to
three
years
    Three to
four years
    Four to
five years
    Over five
years
    Total Non-
current
 
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – First issue S-1   USA   US$     7.96     7.88     No        3,543,987        —          3,543,987        —          —          —          —          106,741,471        106,741,471   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – First issue S-2   USA   US$     7.40     7.33     No        1,133,296        —          1,133,296        —          —          —          —          36,596,392        36,596,392   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – First issue S-3   USA   US$     8.26     8.13     No        717,798        —          717,798        —          —          —          —          15,750,432        15,750,432   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – 144 – A   USA   US$     8.83     8.63     No        3,770,632        —          3,770,632        104,458,309        —          —          —          —          104,458,309   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon -Single Series 24296   USA   US$     5.30     4.25     No        —          —          —          —          —          —          —          —          —     
91,081,000-6   Endesa Chile S.A.   Chile   97,004,000-5   Banco Santander -317 Series-H   Chile   U.F.     7.17     6.20     No        —          5,792,134        5,792,134        4,848,388        4,848,388        4,848,388        4,848,388        45,132,232        64,525,785   
91,081,000-6   Endesa Chile S.A.   Chile   97,004,000-5   Banco Santander 522 Series-M   Chile   U.F.     4.82     4.75     No        —          481,257        481,257        —          —          —          —          229,459,080        229,459,080   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total Unsecured Bonds        9,165,713        6,273,391        15,439,104        109,306,697        4,848,388        4,848,388        4,848,388        433,679,607        557,531,469   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer ID
No. (RUT)

  Company   Country   ID No.
Financial
Institution
 

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Secured     January 1, 2013  
                    Current ThCh$     Non-current ThCh$  
                    Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to
three years
    Three to
four years
    Four to
five years
    Over five
years
    Total Non-
current
 
91,081,000-6   Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander Chile – 317 Serie-H   Chile   UF     7.17     6.20     No        —          5,731,907        5,731,907        4,750,876        4,750,876        4,750,876        4,750,876        48,775,725        67,779,229   
91,081,000-6   Endesa Chile S.A.   Chile   97.004.000-5   Banco Santander Chile – 522 Serie-M   Chile   UF     4.82     4.75     No        —          446,803        446,803        —          —          —          —          224,665,832        224,665,832   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – 144 – A   USA   US$     8.50     8.35     No        6,679,443        191,984,000        198,663,443        —          —         —          —          —          —     
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – 144 – A   USA   US$     8.83     8.63     No        3,449,713        —          3,449,713        —          94,914,421        —          —          —          94,914,421   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – Primera Emisión S-1   USA   US$     7.96     7.88     No        3,242,355        —          3,242,355        —          —          —          —          97,491,553        97,491,553   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – Primera Emisión S-2   USA   US$     7.40     7.33     No        1,036,841        —          1,036,841        —          —          —          —          33,456,554        33,456,554   
91,081,000-6   Endesa Chile S.A.   Chile   Foreign   The Bank of New York Mellon – Primera Emisión S-3   USA   US$     8.26     8.13     No        656,705        —          656,705        —          —          —          —          13,944,705        13,944,705   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          Total Unsecured Bonds        15,065,057        198,162,710        213,227,767        4,750,876        99,665,297        4,750,876        4,750,876        418,334,369        532,252,294   
           

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No. 4, letter b) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the secured and unsecured liabilities detailed above.

 

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- Detail of finance lease obligations

 

Tax ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
    Financial Institution     Country     Currency     Nominal
Interest
Rate
    December 31, 2014  
                Current ThCh$     Non-current ThCh$  
                Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    Over five
years
    Total Non-
current
 

91,081,000-6

    Endesa Chile S.A.        Chile        87,509,100-K        Abengoa Chile        Chile      US$          6.50     —          1,470,563        1,470,563        2,427,000        1,566,150        1,667,950        1,776,367        10,215,436        17,652,903   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        —          1,470,563        1,470,563        2,427,000        1,566,150        1,667,950        1,776,367        10,215,436        17,652,903   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Tax ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
    Financial Institution     Country     Currency     Nominal
Interest
Rate
    December 31, 2013  
                Current ThCh$     Non-current ThCh$  
                Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    Over five
years
    Total Non-
current
 

91,081,000-6

    Endesa Chile S.A.        Chile        87,509,100-K        Abengoa Chile        Chile      US$          6.50     —          1,193,884        1,193,884        1,271,483        1,354,129        1,442,148        1,535,887        10,930,941        16,534,588   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        —          1,193,884        1,193,884        1,271,483        1,354,129        1,442,148        1,535,887        10,930,941        16,534,588   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Tax ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
    Financial
Institution
    Country     Currency     Nominal
Interest
Rate
    January 1, 2013  
                Current ThCh$     Non-current ThCh$  
                Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    Over five
years
    Total Non-
current
 

91,081,000-6

    Endesa Chile S.A.        Chile        87,509,100-K        Abengoa Chile        Chile      US$          6.50     —          1,025,603        1,025,603        1,092,269        1,163,266        1,238,878        1,319,406        11,405,767        16,219,586   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        —          1,025,603        1,025,603        1,092,269        1,163,266        1,238,878        1,319,406        11,405,767        16,219,586   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Appendix No. 4 letter c) presents details of estimated future cash flows (undiscounted) that the Combined Group will have to disburse to settle the finance lease obligations detailed above.

- Detail of other obligations

There were no other obligations as of December 31, 2014 and 2013. The detail of other obligations as of January 1, 2013 is as follows:

 

Tax ID No.
(RUT)

  Company     Country     ID No.
Financial
Institution
    Financial Institution     Country     Currency     Nominal
Interest
Rate
    January 1, 2013  
                Current ThCh$     Non-current ThCh$  
                Less than
90 days
    More than
90 days
    Total
Current
    One to two
years
    Two to three
years
    Three to four
years
    Four to five
years
    Over five
years
    Total Non-
current
 

96,827,970-k

    Endesa Eco S.A.        Chile        96,601,250-1        Inversiones Centinela S.A.        Chile      US$          6.10     2,022,260        —          2,022,260        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
        Total        2,022,260        —          2,022,260        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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20.4 Hedged debt

The U.S. dollar denominated debt of the Combined Group that is designated as cash flow hedge, as referenced in Note 3.m, was ThCh$608,113,125, ThCh$628,734,593, and ThCh$539,848,481 as of December 31, 2014 and 2013 and January 1, 2013 (See Note 3.m).

The following table details changes in “Reserve for cash flow hedges” as of December 31, 2014 and 2013 due to exchange differences of this debt:

 

     12-31-2014      12-31-2013  

Balance in hedging reserves (hedging income) at the beginning of the period, net

     (217,636      31,222,869   

Foreign currency exchange differences recorded in equity, net

     (30,045,776      (22,075,469

Recognition of foreign currency exchange differences in profit and loss, net

     (9,541,685      (9,365,036

Foreign currency translation differences

     —           —     

Balance in hedging reserves (hedging income) at the end of the period, net

     (39,805,097      (217,636

20.5 Other information

As of December 31, 2014 and 2013, and January 1, 2013, the Combined Group has undrawn borrowing Facilities available for use amounting to ThCh$238,502,592, ThCh$110,884,975, and ThCh$95,992,000, respectively.

 

21. RISK MANAGEMENT POLICY

The Combined Group entities are exposed to certain risks that are managed by systems that identify, measure, limit concentration of, and monitor these risks.

The main principles in the Combined Group’s risk management policy include the following:

 

    Compliance with good corporate governance standards.

 

    Strict compliance with all the Combined Group’s internal policies.

 

    Each business and corporate area determines:

 

  I. The markets in which it can operate based on its knowledge and ability to ensure effective risk management;

 

  II. Criteria regarding counterparts;

 

  III. Authorized operators.

 

    Business and corporate areas establish their risk tolerance in a manner consistent with the defined strategy for each market in which they operate.

 

    All of the operations of the businesses and corporate areas are conducted within the limits approved for each case.

 

    Businesses, corporate areas, lines of business and companies design the risk management controls necessary to ensure that transactions in the markets are conducted in accordance with the Enersis Chile policies, standards, and procedures.

21.1 Interest rate risk

Changes in interest rates affect the fair value of assets and liabilities bearing fixed interest rates, as well as the expected future cash flows of assets and liabilities subject to floating interest rates.

 

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The objective of managing interest rate risk exposure is to achieve a balance in the debt structure to minimize the cost of debt with reduced volatility in profit or loss.

In compliance with the current interest rate hedging policy, the proportion of fixed debt and/or hedged debt over the net total debt was 100% as of December 31, 2014.

Depending on the Combined Group’s estimates and on the objectives of the debt structure, hedging transactions are performed by entering into derivatives contracts that mitigate interest rate risk. Derivative instruments currently used to comply with the risk management policy are interest rate swaps to set floating rate at fixed rate.

The financial debt structure of the Combined Group detailed by the mostly strongly hedged fixed and floating interest rates on total net debt, net of hedging derivative instruments, is as follows:

Net position:

 

     12-31-2014
%
    12-31-2013
%
    1-1-2013
%
 

Fixed interest rate

     100     100     100

Floating interest rate

     —          —          —     

Total

     100     100     100

21.2 Exchange rate risk

Exchange rate risks involve basically the following transactions:

 

    Debt taken on by the Combined Group’s companies that is denominated in a currency other than that in which its cash flows are indexed.

 

    Payments to be made for the acquisition of project-related materials and for corporate insurance policies in a currency other than that in which its cash flows are indexed.

 

    Income in the Combined Group companies directly linked to changes in currencies other than that of its cash flows.

In order to mitigate foreign currency risk, the Combined Group’s foreign currency risk management policy is based on cash flows and includes maintaining a balance between U.S. dollar flows and the levels of assets and liabilities denominated in this currency. The objective is to minimize the exposure to variability in cash flows that are attributable to foreign exchange risk.

The hedging instruments currently being used to comply with the policy are currency swaps and forward exchange contracts. In addition, the policy seeks to refinance debt in the functional currency of each of the Combined Group’s companies.

21.3 Commodities risk

The Combined Group has a risk exposure to price fluctuations in certain commodities, basically due to:

 

    Purchases of fuel used to generate electricity.

 

    Energy purchase/sale transactions that take place in local markets.

In order to reduce the risk in situations of extreme drought, the Combined Group has designed a commercial policy that defines the levels of sales commitments in line with the capacity of its generating power plants in a dry year. It also includes risk mitigation terms in certain contracts with unregulated customers and with regulated customers subject to long-term tender processes, establishing indexation polynomials that allow for reducing commodities exposure risk.

 

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Considering the operating conditions faced by the power generation market in Chile, with drought and highly volatile commodity prices on international markets, the Combined Group is constantly verifying the advisability of using hedging to lessen the impacts that these price swings have on its results. As of December 31, 2014, the Combined Group had swap hedges for 266,000 barrels of Brent oil for January 2015 and 350,000 MMBTU of Henry Hub gas for February 2015. As of December 31, 2013, the Combined Group had no derivative operations for commodities. As of January 1, 2013, the Combined Group had swap hedges for 462,000 barrels of Brent oil for January 2013 and 365,000 tons of coal for the period February – June 2013.

Depending on operating conditions, which are constantly being updated, these hedges may be modified or may cover other commodities.

21.4 Liquidity risk

The Combined Group maintains a liquidity risk management policy that consists of entering into long-term committed banking facilities and temporary financial investments for amounts that cover the projected needs over a period of time that is determined based on the situation and expectations for debt and capital markets.

The projected needs mentioned above include maturities of financial debt, net of financial derivatives. For further details regarding the features and conditions of financial obligations and financial derivatives, See Notes 20 and 22, and Appendix No. 4.

As of December 31, 2014 and 2013 and January 1, 2013, the Combined Group has cash and cash equivalent totaling ThCh$132,985,927, ThCh$214,907,097, and ThCh$94,093,760, respectively, and unconditionally available lines of long-term credit totaling ThCh$238,502,592, ThCh$110,884,975, and ThCh$95,992,000, respectively.

21.5 Credit risk

The Combined Group closely monitors its credit risk.

Trade receivables:

The credit risk for receivables from the Combined Group’s commercial activity has historically been very low, due to the short term period of collections from customers, resulting in non-significant cumulative receivables amounts. This situation applies to both the electricity generating and distribution lines of business.

In our electricity generating business, some countries’ regulations allow the suspension of energy service to customers with outstanding payments, and most contracts have termination clauses for payment default. The Combined Group monitors its credit risk on an ongoing basis and measures quantitatively its maximum exposure to payment default risk, which, as stated above, is very low.

In our electricity distribution companies, the suspension of energy service for customers in payment default is permitted in all cases, in accordance with current regulations in each country. This facilitates our credit risk management, which is also low in this line of business.

Financial assets:

Cash surpluses are invested in the highest-rated local and foreign financial entities (with risk rating equivalent to investment grade where possible) with thresholds established for each entity.

Banks that have received investment grade ratings from the three major international rating agencies (Moody’s, S&P, and Fitch) are selected for making investments.

 

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Investments may be backed with treasury bonds from the countries in which the Combined Group operates and/or with commercial papers issued by the highest rated banks; the latter are preferred, as they offer higher returns (always in line with current investment policies).

Derivative instruments are entered into with entities with solid creditworthiness; all derivative transactions are performed with entities with investment grade ratings.

21.6 Risk measurement

The Combined Group measures the Value at Risk (VaR) of its debt positions and financial derivatives in order to monitor the risk assumed by the Combined Group, thereby reducing volatility in the income statement.

The VaR determined represents the potential variation in value of the portfolio of positions described above in one quarter with a 95% confidence level. To determine the VaR, we take into account the volatility of the risk variables affecting the value of the portfolio of positions including:

 

    U.S. dollar Libor interest rate.

 

    The exchange rates of the Chilean Peso and the Unidad de Fomento (U.F.) against the U.S. dollar.

The calculation of VaR is based on generating possible future scenarios (at one quarter) of market values (both spot and term) for the risk variables based on the scenarios with observable inputs for a same period (quarter) during five years.

The one-quarter 95%-confidence VaR number is calculated as the 5% percentile of the potential variations in the fair value of the portfolio in one quarter.

Taking into account the assumptions described above, the one-quarter VaR was ThCh$18,177. This amount represents the potential increase of the Debt and Derivatives’ Portfolio, thus these Values at Risk are inherently related to the Portfolio’s value at end of each quarter.

 

22. FINANCIAL INSTRUMENTS

22.1 Financial instruments, classified by type and category

a) The detail of financial assets, classified by type and category, as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

     December 31, 2014  
    

Financial

assets held
for
trading

     Financial assets
at fair value
through profit
or loss
     Held-to-
maturity
investments
     Loans and
receivables
     Available-for-
sale financial
assets
     Financial
derivatives
for hedging
 
     ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Derivative instruments

     33,882         —           —           —           —           508,458   

Other financial assets

     —           —           948,789         595,033,855         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Current

     33,882         —           948,789         595,033,855         —           508,458   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity instruments

     —           —           —           —           3,032,834         —     

Derivative instruments

     22,002         —           —           —           —           3,695,636   

Other financial assets

     —           —           —           7,496,412         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current

     22,002         —           —           7,496,412         3,032,834         3,695,636   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     55,884         —           948,789         602,530,267         3,032,834         4,204,094   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     December 31, 2103  
     Financial
assets held
for
trading
     Financial assets
at fair value
through profit
or loss
     Held-to-
maturity
investments
     Loans and
receivables
     Available-for-
sale financial
assets
     Financial
derivatives
for hedging
 
     ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Derivative instruments

     361,595         —           —           —           —           20,948,126   

Other financial assets

     —           —           954,230         337,329,526         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Current

     361,595         —           954,230         337,329,526         —           20,948,126   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity instruments

     —           —           —           —           2,782,608         —     

Other financial assets

     —           —           —           6,875,034         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current

     —           —           —           6,875,034         2,782,608         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     361,595         —           954,230         344,204,560         2,782,608         20,948,126   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     January 1, 2013  
     Financial
assets held
for
trading
     Financial assets
at fair value
through profit
or loss
     Held-to-
maturity
investments
     Loans and
receivables
     Available-for-
sale financial
assets
     Financial
derivatives
for hedging
 
     ThCh$      ThCh$      ThCh$      ThCh$      ThCh$      ThCh$  

Derivative instruments

     —           —           —           —           —           —     

Other financial assets

     —           3,864         —           327,623,723         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Current

     —           3,864         —           327,623,723         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity instruments

     —           —           —           —           2,717,248         —     

Derivative instruments

     —           —           —           —           —           28,676,421   

Other financial assets

     —           —           —           13,443,082         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current

     —           —           —           13,443,082         2,717,248         28,676,421   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           3,864         —           341,066,805         2,717,248         28,676,421   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

b) The detail of financial liabilities, classified by type and category, as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

    12-31-2014  
    Financial liabilities held
for trading
ThCh$
    Financial liabilities
at fair value
through profit or loss
ThCh$
    Loans
and
payables
ThCh$
    Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

    —          —          143,170,408        —     

Derivative instruments

    2,526,798        —          —          667,153   

Other financial liabilities

    —          —          682,546,548        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    2,526,798        —          825,716,956        667,153   
 

 

 

   

 

 

   

 

 

   

 

 

 

Interest-bearing loans

    —          —          743,672,174        —     

Derivative instruments

    6,286,982        —          —          28,176,011   

Other financial liabilities

    —          —          3,711,078        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-current

    6,286,982        —          747,383,252        28,176,011   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    8,813,780        —          1,573,100,208        28,843,164   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
    12-31-2013  
    Financial liabilities held
for trading
ThCh$
    Financial liabilities
at fair value
through profit or loss
ThCh$
    Loans
and
payables
ThCh$
    Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

    —          —          125,818,375        —     

Derivative instruments

    164,983        —          —          1,280,496   

Other financial liabilities

    —          —          695,502,932        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    164,983        —          821,321,307        1,280,496   
 

 

 

   

 

 

   

 

 

   

 

 

 

Interest-bearing loans

    —          —          579,403,606        —     

Derivative instruments

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-current

    —          —          579,403,606        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    164,983        —          1,400,724,913        1,280,496   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

    1-1-2013  
    Financial liabilities held
for trading
ThCh$
    Financial liabilities
at fair value
through profit or loss
ThCh$
    Loans
and
payables
ThCh$
    Financial derivatives
for hedging
ThCh$
 

Interest-bearing loans

    —          2,022,260        218,243,373        —     

Derivative instruments

    —          —          —          91,276   

Other financial liabilities

    —          —          341,250,795        —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Current

    —          2,022,260        559,494,168        91,276   
 

 

 

   

 

 

   

 

 

   

 

 

 

Interest-bearing loans

    —          —          653,466,704        —     

Derivative instruments

    —          —          —          3,214,525   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Non-current

    —          —          653,466,704        3,214,525   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    —          2,022,260        1,212,960,872        3,305,801   
 

 

 

   

 

 

   

 

 

   

 

 

 

22.2 Derivative instruments

The risk management policy of the Combined Group uses primarily interest rate and foreign exchange rate derivatives to hedge its exposure to interest rate and foreign currency risks.

The Combined Group classifies its derivatives as follows:

 

    Derivatives designated for Cash flow hedges: Those that hedge the cash flows of the underlying hedged item.

 

    Derivatives designated for Fair value hedges: Those that hedge the fair value of the underlying hedged item.

 

    Non-hedge derivatives: Financial derivatives that do not meet the requirements established by IFRS to be designated as hedge instruments are recorded at fair value with changes in net income (assets held for trading).

 

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a) Assets and liabilities for hedge derivative instruments

As of December 31, 2014 and 2013 and January 1, 2013, financial derivative transactions qualifying as hedge instruments resulted in recognition of the following assets and liabilities in the combined statement of financial position:

 

     December 31, 2014  
     Assets      Liabilities  
     Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Exchange rate hedge:

     508,458         3,695,636         667,153         28,176,011   

Cash flow hedge

     508,458         3,695,636         667,153         28,176,011   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     508,458         3,695,636         667,153         28,176,011   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2013  
     Assets      Liabilities  
     Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Interest rate hedge:

     —           —           1,197,310         —     

Cash flow hedge

     —           —           1,197,310         —     

Exchange rate hedge:

     20,948,126         —           83,186         —     

Cash flow hedge

     20,948,126         —           83,186         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     20,948,126         —           1,280,496         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     January 1, 2013  
     Assets      Liabilities  
     Current
ThCh$
     Non-current
ThCh$
     Current
ThCh$
     Non-current
ThCh$
 

Interest rate hedge:

     —           —           49,225         3,214,525   

Cash flow hedge

     —           —           49,225         3,214,525   

Exchange rate hedge:

     —           28,676,421         42,051         —     

Cash flow hedge

     —           28,676,421         42,051         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           28,676,421         91,276         3,214,525   
  

 

 

    

 

 

    

 

 

    

 

 

 

General information on hedge derivative instruments

Hedge derivative instruments and their corresponding hedged instruments are shown in the following table:

 

Detail of

hedge

instruments

  Description of
hedge
instrument
  Description of instrument
hedged
  Fair value of
instruments hedged
    Fair value of
instruments hedged
    Fair value of
instruments hedged
 
      12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Swap

  Interest rate   Bank borrowings     —          (1,197,310     (3,263,750

Swap

  Exchange rate   Unsecured obligations (bonds)     (24,639,070     20,864,940        28,634,370   

For the years ended December 31, 2014 and 2013, the Combined Group has not recognized significant gains or losses for ineffective cash flow hedges.

 

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b) Financial derivative instrument assets and liabilities at fair value through profit or loss

As of December 31, 2014 and 2013, financial derivative transactions recorded at fair value through profit or loss, resulted in the recognition of the following assets and liabilities in the statement of financial position:

 

     December 31, 2014  
     Current
Assets
ThCh$
     Current
Liabilities
ThCh$
     Non-current
Assets
ThCh$
     Non-current
Liabilities
ThCh$
 

Non-hedging derivative instruments

     33,882         2,526,798         22,002         6,286,982   

 

     December 31, 2013  
     Current
Assets
ThCh$
     Current
Liabilities
ThCh$
     Non-current
Assets
ThCh$
     Non-current
Liabilities
ThCh$
 

Non-hedging derivative instruments

     361,595         164,983         —           —     

As of January 1, 2013, there were no financial derivative transactions recorded at fair value through profit or loss.

c) Other information on derivatives

The following tables present the fair value of hedging and non-hedging derivatives entered into by the Combined Group as well as the remaining contractual maturities as of December 31, 2014 and 2013 and January 1, 2013:

 

    December 31, 2014  
    Fair value
ThCh$
    Notional amount  

Financial derivatives

    Less than
one year
ThCh$
    1-2 years
ThCh$
    2-3 years
ThCh$
    3-4 years
ThCh$
    4-5 years
ThCh$
    More than
5 yeras
ThCh$
    Total
ThCh$
 

Exchange rate hedge:

    (24,639,070     —          —          —          —          260,451,370        —          260,451,370   

Cash flow hedge

    (24,639,070     —          —          —          —          260,451,370        —          260,451,370   

Derivatives not designated for hedge accounting

    (8,757,896     65,572,071        46,908,791        45,078,924        19,426,499        —          —          176,986,285   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    (33,396,066     65,572,071        46,908,791        45,078,924        19,426,499        260,451,370        —          437,437,655   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    December 31, 2013  
   

 

    Notional amount  

Financial derivatives

  Fair value
ThCh$
    Less than
one year
ThCh$
    1-2 years
ThCh$
    2-3 years
ThCh$
    3-4 years
ThCh$
    4-5 years
ThCh$
    More than
5 yeras
ThCh$
    Total
ThCh$
 

Interest rate hedge:

    (1,197,310     104,922,000        —          —          —          —          —          104,922,000   

Cash flow hedge

    (1,197,310     104,922,000        —          —          —          —          —          104,922,000   

Exchange rate hedge:

    20,864,940        207,559,921        —          —          —          —          —          207,559,921   

Cash flow hedge

    20,864,940        207,559,921        —          —          —          —          —          207,559,921   

Derivatives not designated for hedge accounting

    196,612        32,354,473        —          —          —          —          —          32,354,473   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    19,864,242        344,836,394        —          —          —          —          —          344,836,394   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
    January 1, 2013  
   

 

    Notional amount  

Derivados financieros

  Fair value
ThCh$
    Less than
one year
ThCh$
    1-2 years
ThCh$
    2-3 years
ThCh$
    3-4 years
ThCh$
    4-5 years
ThCh$
    More than
5 yeras
ThCh$
    Total
ThCh$
 

Interest rate hedge:

    (3,263,750     —          95,992,000        —          —          —          —          95,992,000   

Cash flow hedge

    (3,263,750     —          95,992,000        —          —          —          —          95,992,000   

Exchange rate hedge:

    28,634,370        —          189,894,321        —          —          —          —          189,894,321   

Cash flow hedge

    28,634,370        —          189,894,321        —          —          —          —          189,894,321   

Derivatives not designated for hedge accounting

    —          —          —          —          —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    25,370,620        —          285,886,321        —          —          —          —          285,886,321   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The hedging and non-hedging derivatives contractual maturities do not represent the Combined Group’s total risk exposure, as the amounts presented in the above tables have been drawn up based on undiscounted contractual cash inflows and outflows for their settlement.

22.3 Fair value hierarchy

Financial instruments recognized at fair value in the combined statement of financial position are classified based on the hierarchy described in Note 3h.

The following table presents financial assets and liabilities measured at fair value as of December 31, 2014 and 2013 and January 1, 2013:

 

Financial instruments measured at fair value

     Fair value measured at end of
reporting period using:
 
     12-31-2014
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     4,204,094         —          4,204,094         —    

Financial derivatives not designated for hedge accounting

     55,884         —          55,884         —    

Available-for-sale financial assets, non-current

     362,169         362,169         —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,622,147         362,169         4,259,978         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     28,843,164         —           28,843,164         —     

Financial derivatives not designated for hedge accounting

     8,813,780         —           8,813,780         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     37,656,944         —           37,656,944         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Financial instruments measured at fair value

     Fair value measured at end of
reporting period using:
 
     12-31-2013
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     20,948,126         —           20,948,126         —     

Financial derivatives not designated for hedge accounting

     361,595         —           361,595         —     

Commodity derivatives designted as cash flow hedges

     129,780         —           129,780         —     

Available-for-sale financial assets, non-current

     29,195         29,195         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     21,468,696         29,195         21,439,501         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     1,280,496         —           1,280,496         —     

Financial derivatives not designated for hedge accounting

     164,983            164,983         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,445,479         —           1,445,479         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Financial instruments measured at fair value

     Fair value measured at end of
reporting period using:
 
     1-1-2013
ThCh$
     Level 1
ThCh$
     Level 2
ThCh$
     Level 3
ThCh$
 

Financial Assets

           

Financial derivatives designated as cash flow hedges

     28,676,421         —           28,676,421         —     

Commodity derivatives designted as cash flow hedges

     784,741         —           784,741         —     

Financial assets at fair value through profit or loss

     3,864         3,864         —           —     

Available-for-sale financial assets, non-current

     31,468         31,468         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     29,496,494         35,332         29,461,162         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Financial derivatives designated as cash flow hedges

     3,305,801         —           3,305,801         —     

Commodity derivatives designted as cash flow hedges

     32,200         —           32,200         —     

Other non-current financial liabilities

     —           —           —           2,022,260   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,338,001         —           3,338,001         2,022,260   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  b) The following is the reconciliation between opening and closing balances for financial instruments whose fair value is classified at Level 3:

 

Non-current Interest-bearing Borrowings

   ThCh$  

Balance at January 1, 2013

     2,022,260   

Total profit recognized in financial profit or loss

     (2,022,260

Balance at December 31, 2013

     —     

Total profit recognized in financial profit or loss

     —     

Balance at December 31, 2014

     —     

The fair value of Level 3 has been calculated by applying a traditional discounted cash flow method. These projected cash flows include assumptions from within the Combined Group that are primarily based on estimates for prices and levels of energy production and firm capacity, as well as the costs of operating and maintaining some of our plants.

None of the possible reasonable scenarios foreseeable in the assumptions mentioned in the above paragraph would result in a significant change in the fair value of the financial instruments included at this level.

 

23. TRADE AND OTHER CURRENT PAYABLES

The breakdown of Trade and Other Payables as of December 31, 2014 and 2013 is as follows:

 

     Current      Non-current  

Trade and Other Payables

   12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
     12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Trade payables

     141,406,478         110,858,208         126,353,801         —           —           —     

Other payables

     353,954,877         247,472,788         148,005,330         3,711,078         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     495,361,355         358,330,996         274,359,131         3,711,078         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

The detail of Trade and Other Current Payables as of December 31, 2014 and 2013 and 2013 is as follows:

 

    Current     Non-current  

Trade and Other Payables

  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Energy suppliers

    117,406,230        101,048,199        110,594,771        —          —          —     

Fuel and natural gas suppliers

    24,000,248        9,810,009        15,759,030        —          —          —     

Payables for goods and services

    239,620,155        180,018,380        109,525,219        —          —          —     

Dividends payable to non-controlling interests

    52,514,644        52,801,224        31,172,908        —          —          —     

Payables to tax authorities other than Corporate Income Tax

    9,151,384        —          1,226,740        3,711,078        —          —     

VAT debit

    13,615,918        —          —          —          —          —     

Mitsubishi contract (LTSA)

    34,214,611        13,458,204        5,081,697        —          —          —     

Other payables

    4,838,165        1,194,980        998,766        —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    495,361,355        358,330,996        274,359,131        3,711,078        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Note 21.4 for the description of the liquidity risk management policy.

The detail of trade payables, both non-past due and past due as of December 31, 2014 and 2013 and January 1, 2013, are presented in Appendix 7.

 

24. PROVISIONS

 

  a) The breakdown of provisions as of December 31, 2014 and 2013 and January 1, 2013 is as follows:

 

Provisions

  Current     Non-current  
  12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

Provision for legal proceedings

    5,113,728        7,072,256        3,038,316        2,397,507        6,292,648        8,392,536   

Provision for decommissioning and restoration (1)

          25,572,428        17,691,003        16,693,529   

Other provisions

    6,509,786        37,566,816        35,614,471        —          —          197,707   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    11,623,514        44,639,072        38,652,787        27,969,935        23,983,651        25,283,772   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 3a

The expected timing and amount of any cash outflows related to the above provisions is uncertain and depends on the final resolution of the provisioned matters (See note 3.l)

The management of Enersis Chile considers that the provisions recorded in the combined financial statements are adequate to cover the risks resulting from litigation.

 

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Table of Contents
  b) Changes in provisions as of December 31, 2014 and 2013 and January 1, 2013 are as follows:

 

    Legal Proceedings
ThCh$
    Decommissioning or
Restoration

ThCh$
    Other
Provisions
ThCh$
    Total
ThCh$
 

Changes in Provisions

       

Balance at January 1, 2014

    13,364,904        17,691,003        37,566,816        68,622,723   

Additional provisions

    —          6,815,580        —          6,815,580   

Increase (decrease) in existing provisions

    (925,600     15,850        (31,043,430     (31,953,180

Provisions used

    (4,928,069     —          (13,601     (4,941,670

Increase from adjustment to time value of money

    —          1,049,996        —          1,049,996   

Foreign currency translation

    —          —          —          —     

Other increase (decrease)

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in provisions

    (5,853,669     7,881,426        (31,057,031     (29,029,274
 

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

    7,511,235        25,572,429        6,509,785        39,593,449   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

    Legal Proceedings
ThCh$
    Decommissioning or
Restoration
ThCh$
    Other
Provisions
ThCh$
    Total
ThCh$
 

Changes in Provisions

       

Balance at January 1, 2013

    11,430,852        16,693,529        35,812,178        63,936,559   

Additional provisions

    —          —          —          —     

Increase (decrease) in existing provisions

    2,795,206        14,952        —          2,810,158   

Provisions used

    (232,518     —          (824,158     (1,056,676

Increase from adjustment to time value of money

    —          982,522        159,361        1,141,883   

Foreign currency translation

    (168,021     —          —          (168,021

Other increase (decrease)

    (460,615     —          2,419,435        1,958,820   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total changes in provisions

    1,934,052        997,474        1,754,638        4,686,164   
 

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

    13,364,904        17,691,003        37,566,816        68,622,723   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

25. EMPLOYEE BENEFIT OBLIGATIONS

25.1 General information

The Combined Group provides various post-employment benefits for all or some of their active or retired employees. These benefits are calculated and recorded in the financial statements according to the criteria described in Note 3.l.1, and include primarily the following:

Defined benefit plans:

 

    Complementary pension: The beneficiary is entitled to receive a monthly amount that supplements the pension obtained from the respective social security system.

 

    Employee severance indemnities: The beneficiary receives a certain number of contractual salaries upon retirement. Such benefit is subject to a vesting minimum service requirement period, which depending on the entity, varies within a range from 5 to 15 years.

 

    Electricity: The beneficiary receives a monthly bonus to cover a portion of their billed residential electricity consumption.

 

    Health benefit: The beneficiary receives health coverage in addition to that to which they are entitled to under applicable social security regime.

 

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25.2 Details, changes and presentation in financial statements

 

  a) The post-employment obligations associated with the defined benefits plan as of December 31, 2014 and 2013 and January 1, 2013 are as follows:

General ledger accounts:

 

     12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

Post-employment obligations

     53,937,842         41,495,612         38,842,337   
  

 

 

    

 

 

    

 

 

 

Total

     53,937,842         41,495,612         38,842,337   
  

 

 

    

 

 

    

 

 

 

Non-current portion

     53,937,842         41,495,612         38,842,337   
  

 

 

    

 

 

    

 

 

 

 

  b) The following amounts were recognized in the combined statement of comprehensive income for the years ended December 31, 2014 and 2013:

 

     12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Expense Recognized in the Statement of Comprehensive Income

     

Current service cost for defined benefits plan

     1,642,846         1,476,129   

Interest cost for defined benefits plan

     2,139,043         2,197,469   

Past service costs

     667,153         —     

Expenses recognized in the Statement of Income

     4,449,042         3,673,598   

Gains (losses) from remeasurement of defined benefit plans

     12,692,856         3,260,244   
  

 

 

    

 

 

 

Total expense recognized in the Statement of Comprehensive Income

     17,141,898         6,933,842   
  

 

 

    

 

 

 

 

  c) The balance and changes in post-employment defined benefit obligations as of December 31, 2014 and 2013 and January 1, 2013 are as follows:

 

Net Actuarial Liabilities

   ThCh$  

Balance at January 1, 2013

     38,842,337   

Current service cost

     1,476,129   

Net interest cost

     2,197,469   

Actuarial (gains) losses from changes in financial assumptions

     1,969,177   

Actuarial (gains) losses from changes in experience adjustments

     1,291,067   

Benefits paid

     (4,173,234

Other

     (107,331
  

 

 

 

Balance at December 31, 2013

     41,495,612   
  

 

 

 

Current service cost

     1,642,846   

Net interest cost

     2,139,043   

Actuarial (gains) losses from changes in financial assumptions

     6,190,052   

Actuarial (gains) losses from changes in experience adjustments

     6,502,804   

Benefits paid

     (5,007,250

Foreign currency translation differences

     (273,590

Past service costs

     667,153   

Defined benefit plan obligations from business combinations

     1,297,048   

Transferred to held for sale

     (102,423

Other

     (613,453
  

 

 

 

Balance at December 31, 2014

     53,937,842   
  

 

 

 

The Combined Group companies make no contributions to funds for financing the payment of these benefits.

 

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Other disclosures:

 

    Actuarial assumptions:

As of December 31, 2014 and 2013 and January 1, 2013, the following assumptions were used in the actuarial calculation of defined benefits:

 

     12-31-2014     12-31-2013     1-1-2013  

Discount rates used

     4.60     5.40     6.0

Expected rate of salary increases

     4.00     3.00     3.0

Mortality tables

     RV—2009        RV—2004        RV—2004   

 

    Sensitivity

As of December 31, 2014 and 2013 and January 1, 2013, the sensitivity value of the actuarial liability for post-employment benefits to variations of 100 basis points in the discount rate assumes a decrease of ThCh$3,886,938, ThCh$3,187,030, and ThCh$2,890,774, respectively, if the rate rises, and an increase of ThCh$4,559,332, ThCh$3,716,366, and ThCh$3,338,399 if the rate falls.

 

    Future disbursements

The estimates available indicate that ThCh$7,615,896 (ThCh$5,344,740 for the year ended December 31, 2014) will be disbursed for defined benefit plans in the next year.

 

    Term of commitments

The Combined Group’s obligations have a weighted average length of 7.55 years for the year ended December 31, 2014 (8.24 years in 2013), and the outflows for benefits for the next five years and more is expected to be as follows:

 

Years

   ThCh$  

1

     7,615,896   

2

     5,206,831   

3

     4,457,526   

4

     4,253,947   

5

     4,982,185   

Over 5

     25,385,653   

 

26. EQUITY

26.1 Net assets (Combined financial statements)

As stated in Note 2.1 “Basis of preparation” Enersis Chile was not a group for Consolidated Financial Statements reporting purposes in accordance with IFRS 10 Consolidated Financial Statements and was presented on the basis of the aggregation of the net assets of the legal entities of Enersis group located in Chile. Since the combined group does not have any subscribed issued shares, a presentation of earning per share in accordance with IAS 33 Earnings per Share, it is not applicable.

 

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26.2 Foreign currency translation reserves

The following table details currency translation adjustments attributable to the shareholders of Enersis, in the combined statement of financial position as of December 31, 2014 and 2013:

 

Reserves for Accumulated Currency Translation Differences

   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Inversiones GasAtacama Holding Ltda.

     11,500,876         5,380,978   

GNL Quinteros

     (957,220      (1,683,614

GNL Chile

     119,434         23,820   

Electrogas

     780,876         (93,000
  

 

 

    

 

 

 

TOTAL

     11,443,966         3,628,184   
  

 

 

    

 

 

 

26.3 Restrictions on combined entities transferring funds to the parent

Certain of the Group’s combined entities must comply with financial ratio covenants which require them to have a minimum level of equity or other requirements that restrict the transferring of assets to Enersis. The Combined Group’s restricted net assets as of December 31, 2014 from its subsidiary Endesa Chile totaled ThCh$471,161,296.

26.4 Other reserves

Other reserves within Equity attributable to Enersis Chile as of December 31, 2014 and 2013 are as follows:

 

     Balance at
January 1, 2014
ThCh$
     2014 Changes
ThCh$
     Balance at
December 31, 2014

ThCh$
 

Exchange differences on translation

     3,628,184         7,815,782         11,443,966   

Cash flow hedges

     (6,258,379      (60,592,484      (66,850,863

Available-for-sale financial assets

     11,811         2,235         14,046   

Other miscellaneous reserves

     (877,246,493      3,760,126         (873,486,367
  

 

 

    

 

 

    

 

 

 

TOTAL

     (879,864,877      (49,014,341      (928,879,218
  

 

 

    

 

 

    

 

 

 

 

     Balance at
January 1, 2013
ThCh$
     2013 Changes
ThCh$
     Balance at
December 31, 2013

ThCh$
 

Exchange differences on translation

     (3,488,610      7,116,794         3,628,184   

Cash flow hedges

     25,228,578         (31,486,957      (6,258,379

Available-for-sale financial assets

     13,647         (1,836      11,811   

Other miscellaneous reserves

     360,334,722         (1,237,581,215      (877,246,493
  

 

 

    

 

 

    

 

 

 

TOTAL

     382,088,337         (1,261,953,214      (879,864,877
  

 

 

    

 

 

    

 

 

 

 

  a) Reserves for exchange differences on translation arise from:

 

    Translation of the financial statements of our foreign operations from their functional currencies to our presentation currency (i.e. Chilean peso) (see Note 2.6.3); and

 

    Translation of goodwill arising from the acquisition of foreign operations with a functional currency other than the Chilean peso (see Note 3.c).

 

  b) Cash flow hedging reserves: These reserves represent the cumulative effective portion of gains and losses recognized on cash flow hedges (see Note 3.g.5).

 

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  c) Other reserves

The items included in the balance in “Other miscellaneous reserves” as of December 31, 2014 and 2013 are explained as follows:

i) In accordance with Official Bulletin No. 456 from the SVS (Superintendencia de Valores y Seguros de Chile), included in this line item is the price-level restatment corresponding to the accumulated paid-in capital from the date of our transition to IFRS, January 1, 2004, to December 31, 2008.

Please note that, while the Combined Group adopted the IFRS as its statutory accounting standards on January 1, 2013, the date of transition was the same as that used by its parent company, Endesa, S.A. located in Spain, January 1, 2004, applying the exemption for that purpose in IFRS 1, “First Time Adoption”.

ii) Foreign currency translation differences existing at the time of transition to IFRS (IFRS 1 exemption, First Time Adoption).

26.5 Non-controlling Interests

26.5.1 The detail of non-controlling interests

 

    Non-controlling Financial Interests  
    12-31-2014     Equity     Profit (Loss)  

Companies

    12-31-2014     12-31-2013     1-1-2013     12-31-2014     12-31-2013  
  %     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Chilectra Chile

    0.91     6,096,609        5,056,793        4,961,366        1,134,243        1,038,575   

Endesa Chile

    40.02     590,523,470        578,601,677        551,018,023        22,360,050        69,291,895   

Empresa Eléctrica Pehuenche S.A.

    7.35     12,597,077        12,756,939        12,351,472        9,526,574        8,415,147   

Sociedad Agrícola de Cameros Ltda.

    42.50     2,483,339        2,532,644        2,584,716        (49,305     (52,073

Constructora y Proyectos Los Maitenes S.A.

    0.00     —          25,446,652        25,393,339        3,948,804        3,543,412   

Otras

      163,862        2,551,916        9,243,311        180,012        620,899   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

      611,864,357        626,946,621        605,552,277        37,100,378        82,857,855   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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27. REVENUE AND OTHER INCOME

The detail of revenues presented in the statement of comprehensive income for the years ended December 31, 2014 and 2013 is as follows:

 

Revenues

   For the years ended  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Energy sales

     1,886,300,883         1,516,877,306   

Generation

     888,464,799         674,123,726   

Regulated customers

     498,286,123         481,385,994   

Non-regulated customers

     274,937,535         156,628,460   

Spot market sales

     98,642,810         27,575,021   

Other customers

     16,598,331         8,534,251   

Distribution

     997,836,084         842,753,580   

Residential

     335,917,449         283,881,233   

Business

     281,978,818         238,298,115   

Industrial

     196,219,296         165,823,406   

Other consumers (1)

     183,720,521         154,750,826   

Other sales

     26,677,747         37,365,915   

Natural gas sales

     4,721,304         25,261,022   

Sales of products and services

     21,956,443         12,104,893   

Revenue from other services

     101,885,268         165,323,495   

Tolls and transmission

     32,836,510         101,073,720   

Metering equipment leases

     4,188,416         4,301,905   

Public lighting

     9,558,413         5,945,226   

Engineering and consulting services

     290,889         348,714   

Other services (2)

     55,011,040         53,653,930   
  

 

 

    

 

 

 

Total operating revenue

     2,014,863,898         1,719,566,716   
  

 

 

    

 

 

 

 

Other Operating Income

   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Mutual support

     1,136,352         2,753,665   

Leases

     680,168         306,963   

Other income (3)

     32,384,867         15,455,533   
  

 

 

    

 

 

 

Total other income

     34,201,387         18,516,161   
  

 

 

    

 

 

 

 

(1) For the year ended December 31, 2014, includes revenues from energy sales to municipalities for ThCh$68,818,164; government entities ThCh$33,329,550; hospitals and other related public health entities for ThCh$22,821,228; distribution companies for ThCh$43,305,906; agricultural sector entities for ThCh$8,079,571; and other for ThCh$7,366,103. For the year ended December 31, 2013, includes revenues from energy sales to municipalities for ThCh$47,688,673; government entities ThCh$22,974,154; hospitals and other related public health entities for ThCh$44,018,911; distribution companies for ThCh$28,780,840; agricultural sector entities for ThCh$5,575,971; and other for ThCh$5,712,278.
(2) For the year ended December 31, 2014, includes services for construction of junctions for ThCh$14,189,316; tolls from concessions ThCh$10,531,493; works in specific facilities and networks for ThCh$20,399,104; and other services for ThCh$9,891,127. For the year ended December 31, 2013, includes services for construction of junctions for ThCh$14,273,568; tolls from concessions for ThCh$10,283,929; works in specific facilities and networks for ThCh$16,462,850; and other services for ThCh$12,633,583.

 

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(3) Mainly related to indemnifications received from third-party for breach of contracts of ThCh$23,721,999 for the year ended December 31, 2014 (ThCh$12,943,564 for the year ended December 31, 2013) and revenues from trading commodity derivatives for ThCh$2,549,925 for the year ended December 31, 2014.

 

28. RAW MATERIALS AND CONSUMABLES USED

The detail of raw materials and consumables used presented in profit or loss for the years ended December 31, 2014 and 2013 is as follows:

 

Raw Materials and Consumables Used

   For the years ended  
   12-31-2014 
ThCh$
     12-31-2013 
ThCh$
 

Energy purchases

     (788,420,653      (568,466,950

Fuel consumption

     (305,480,260      (211,612,174

Transportation costs

     (151,948,779      (182,821,321

Other raw materials and consumables

     (63,552,591      (36,003,533
  

 

 

    

 

 

 

Total

     (1,309,402,283      (998,903,978
  

 

 

    

 

 

 

 

29. EMPLOYEE BENEFITS EXPENSE

Employee expenses recognized in profit or loss for the years ended December 31, 2014 and 2013 are as follows:

 

Employee Benefits Expense

   For the years ended  
   12-31-2014 
ThCh$
     12-31-2013 
ThCh$
 

Wages and salaries

     (113,865,986      (108,318,816

Post-employment benefit obligations expense

     (2,309,999      (1,476,129

Social security and other contributions

     (10,165,378      (10,318,957
  

 

 

    

 

 

 

Total

     (126,341,363      (120,113,902
  

 

 

    

 

 

 

 

30. DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES

The detail of depreciation, amortization and impairment losses recognized for the years ended December 31, 2014 and 2013 are as follows:

 

     For the years ended  
   12-31-2014 
ThCh$
     12-31-2013 
ThCh$
 

Depreciation

     (122,483,044      (113,756,076

Amortization

     (5,954,110      (5,751,042
  

 

 

    

 

 

 

Subtotal

     (128,437,154      (119,507,118
  

 

 

    

 

 

 

Impairment losses (*)

     (13,185,420      (8,212,948
  

 

 

    

 

 

 

Total

     (141,622,574      (127,720,066
  

 

 

    

 

 

 

 

(*) Impairment Losses

   For the years ended  
   12-31-2014      12-31-2013  
   ThCh$      ThCh$  

Impairment losses of financial assets (See Note 9. c))

     (655,600      (7,940,767

Impairment losses of property, plant and equipment (See Note 17)

     (12,529,820      (272,181
  

 

 

    

 

 

 

Total

     (13,185,420      (8,212,948
  

 

 

    

 

 

 

 

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31. OTHER EXPENSES

Other miscellaneous operating expenses for the years ended December 31, 2014 and 2013 are as follows:

 

Other Expenses

   For the years ended  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Other supplies and services

     (15,630,380      (14,484,587

Professional, outsourced and other services

     (44,418,344      (44,861,997

Repairs and maintenance

     (11,867,380      (10,236,117

Indemnities and fines

     (781,069      (5,908,646

Taxes and charges

     (6,239,456      (10,442,697

Insurance premiums

     (12,212,488      (9,851,988

Leases and rental costs

     (6,734,776      (8,043,094

Marketing, public relations and advertising

     (3,765,455      (3,869,225

Other supplies

     (1,781,536      (1,121,835

Travel expenses

     (4,153,233      (3,317,758

Environmental expenses

     (2,870,098      (2,414,784
  

 

 

    

 

 

 

Total

     (110,454,215      (114,552,727
  

 

 

    

 

 

 

 

32. OTHER GAINS (LOSSES)

Other gains (losses) for the years ended December 31, 2014 and 2013 are as follows:

 

Other Gains (Losses)

   For the years ended  
   12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Gain on sale of investment properties (1)

     7,556,574        12,195,531   

Gain from remeasuring the pre-existing interest held in Inversiones GasAtacama Holding Ltda. (3)

     21,546,320        —     

Recognition of translation difference on pre-existing interest held in Inversiones GasAtacama Holding Ltda. (3)

     21,006,456        —     

Gain on sale of equity interest in Maitenes y Aguas Santiago Poniente (2)

     21,077,900        —     

Gain on sale of Charrua transmission lines

     —          2,532,438   

Other

     (293,987     (200,232
  

 

 

   

 

 

 

Total

     70,893,263        14,527,737   
  

 

 

   

 

 

 

 

(1) See Note 18
(2) See Note 2.4.1
(3) See Note 5.e

 

33. FINANCIAL RESULTS

Financial income and costs for the years ended December 31, 2014 and 2013 are as follows:

 

Financial Income

   For the years ended  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Income from deposits and other financial instruments

     2,813,132         2,738,938   

Other financial income

     11,949,383         10,911,593   
  

 

 

    

 

 

 

Total

     14,762,515         13,650,531   
  

 

 

    

 

 

 

 

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Financial Costs

   For the years ended  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Financial costs

     (75,626,489      (69,768,634

Bank loans

     (619,079      (1,220,055

Secured and unsecured obligations

     (48,046,358      (46,713,612

Financial leasing

     (989,288      (936,487

Valuation of financial derivatives

     (2,634,032      (4,380,154

Financial provisions

     (1,049,996      (1,141,883

Post-employment benefit obligations

     (2,139,043      (2,197,469

Capitalized borrowing costs

     1,817,283         998,984   

Other financial costs

     (21,965,975      (14,177,958

Gains (losses) from indexed assets and liabilities (*)

     15,263,623         1,593,046   

Foreign currency exchange differences (**)

     (21,444,198      (1,838,329
  

 

 

    

 

 

 

Total financial costs

     (81,807,064      (70,013,917
  

 

 

    

 

 

 

Total financial results

     (67,044,549      (56,363,386
  

 

 

    

 

 

 

The effects on financial results from exchange differences and the application of indexed assets and liabilities originated from the following:

 

Gains (losses) from Indexed Assets and Liabilities (*)

   For the years ended  
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Cash and cash equivalents

     —           —     

Other financial assets

     23,240,913         4,732,150   

Other non-financial assets

     115,593         13,669   

Trade and other receivables

     185,459         273,757   

Current tax assets and liabilities

     9,415,017         2,950,060   

Other financial liabilities (financial debt and derivative instruments)

     (17,623,602      (6,428,168

Trade and other payables

     (3,757      8,563   

Other provisions

     (66,000      (12,564

Other non-financial liabilities

     —           55,579   
  

 

 

    

 

 

 

Total

     15,263,623         1,593,046   
  

 

 

    

 

 

 

 

Foreign Currency Exchange Differences (**)

   For the years ended  
  

 

 

    
   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Cash and cash equivalents

     385,881         1,787,955   

Other financial assets

     (23,775,272      150,051   

Other non-financial assets

     23,905         37,634   

Trade and other receivables

     2,580,400         (3,570,513

Current tax assets and liabilities

     (1,076,322      (3,678

Other financial liabilities (financial debt and derivative instruments)

     (2,694,805      (1,511,102

Trade and other payables

     3,841,715         1,537,678   

Other non-financial liabilities

     (729,700      (266,354
  

 

 

    

 

 

 

Total

     (21,444,198      (1,838,329
  

 

 

    

 

 

 

 

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34. INCOME TAXES

The following table presents the components of the income tax expense/(benefit) for the years ended December 31, 2014 and 2013:

 

Current Income Tax and Adjustments to Current Income Tax for Previous Periods

   For the years ended  
   12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Current income tax

     (75,830,800     (49,623,371

Tax benefit from tax losses, tax credits or temporary differences not previously recognized for the current period (current tax credits and/or benefits)

     —          1,698,566   

Adjustments to current tax from the previous period

     (7,073,017     (224,922

(Benefit) / expense for current income tax due to changes in tax rates or the introduction of new taxes

     (4,245,607  

Other current tax benefit / (expense)

     (3,302,113     (9,826,652

Current tax expense, net

     (90,451,536     (57,976,379

(Benefit) / expense from deferred taxes for origination and reversal of temporary differences

     22,315,523        (3,736,062

(Benefit) / expense from deferred taxes due to changes in tax rates or the introduction of new taxes (*)

     (64,551,120     —     

Other components of deferred tax (benefit) /expense

     —          —     
  

 

 

   

 

 

 

Total deferred tax benefit / (expense)

     (42,235,597     (3,736,062
  

 

 

   

 

 

 

Income tax expense, continuing operations

     (132,687,133     (61,712,442
  

 

 

   

 

 

 

 

  (*) See Note 19 c), d) and e).

The following table reconciles income taxes resulting from applying the local current tax rate to “Net income before taxes” and the actual income tax expense recorded in the accompanying combined statement of comprehensive income for the years ended December 31, 2014 and 2013:

 

Reconciliation of Tax Expense

   Rate     12-31-2014
ThCh$
     Rate     12-31-2013
ThCh$
 

ACCOUNTING INCOME BEFORE TAX

       332,246,550           374,096,957   

Total tax income (expense) using statutory rate

     (21.00 %)      (69,771,775      (20.00 %)      (74,819,391

Tax effect of non-taxable revenues

     4.43     14,714,272         3.50     13,092,926   

Tax effect of non-tax-deductible expenses

     (4.12 %)      (13,691,638      (2.21 %)      (8,256,436

Tax effect of changes in income tax rates (*)

     (20.71 %)      (68,796,727      —          —     

Tax effect of adjustments to taxes in previous periods

     (2.13 %)      (7,073,017      (0.06 %)      (224,922

Price level restatement for tax purposes (investments and equity)

     3.59     11,931,752         2.27     8,495,382   

Total adjustments to tax expense using statutory rate

     (18.94 %)      (62,915,358      3.50     13,106,949   

Income tax benefit (expense), continuing operations

     (39.94 %)      (132,687,133      (16.50 %)      (61,712,442

 

  (*) The principal temporary differences are detailed in Note 19a.

 

F-210


Table of Contents
35. INFORMATION BY SEGMENT

35.1 Basis of segmentation criteria

Since Enersis Chile has not yet been established as a legal entity, no chief operating decision maker exists for this Combined Group. Consequently, the Combined Group does not yet have any operating segments as the term is defined under IFRS 8 Operating Segments. Information provided in this note includes segments as they are supposed to be analyzed by the chief operating decision maker upon appointment of the latter.

The Combined Group’s activities are organized primarily around its core businesses: electric energy generation and distribution. On that basis, the Combined Group has established two major business lines.

Considering presents the differentiated information that is analyzed by the Combined Group’s chief operating decision maker, segment information has been organized by its core business.

Given that the Combined Group’s corporate organization basically matches its business organization and, therefore, the segments, the following information is based on the financial information of the companies forming each segment. The accounting policies used to determine the segment information are the same as those used in the preparation of the Combined Group’s combined financial statements.

 

F-211


Table of Contents

The following tables present details of this information by segment:

35.2 Generation, distribution and others

 

Line of Business

  Generation     Distribution     Eliminations and Others     Total  
ASSETS   12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    1-1-2013
ThCh$
 

CURRENT ASSET

    514,223,177        428,962,509        352,513,040        283,754,811        166,075,023        156,993,644        44,885,510        159,680,654        104,755,778        842,863,498        754,718,186        614,262,462   

Cash and cash equivalents

    38,186,573        37,549,246        4,324,607        4,867,106        11,423,687        4,290,415        89,932,248        165,934,164        85,478,738        132,985,927        214,907,097        94,093,760   

Other current financial assets

    1,464,821        22,254,261        —          13,483        —          —          12,825        9,690        3,864        1,491,129        22,263,951        3,864   

Other current non-financial assets

    10,766,654        2,104,086        5,343,847        4,837,555        1,793,463        2,458,642        443,398        921,541        741,556        16,047,607        4,819,090        8,544,045   

Trade and other current receivables

    317,250,689        145,121,585        142,288,734        257,567,489        149,399,519        146,523,590        3,263,027        8,459,529        13,392,532        578,081,205        302,980,633        302,204,856   

Current accounts receivable from related companies

    54,976,444        54,808,305        23,222,928        12,867,310        935,683        2,227,669        (50,891,104     (21,395,095     (31,730     16,952,650        34,348,893        25,418,867   

Inventories

    36,871,184        14,662,965        30,054,548        3,542,452        2,516,897        1,452,915        3,264,242        4,835,162        4,315,432        43,677,878        22,015,024        35,822,895   

Current tax assets

    44,701,760        152,462,061        147,278,376        59,416        5,774        40,413        886,963        915,663        855,386        45,648,139        153,383,498        148,174,175   

Non-current assets classified as held for sale and discontinued operations

    10,005,052        —          —          —          —          —          (2,026,089     —          —          7,978,963       

NON-CURRENT ASSETS

    2,722,809,246        2,489,410,473        2,465,776,586        698,940,269        658,527,961        631,050,104        862,121,732        917,735,601        907,341,563        4,283,871,247        4,065,674,035        4,004,168,253   

Other non-current financial assets

    6,719,853        2,759,880        31,436,192        30,619        22,728        25,110        —          —          114,231        6,750,472        2,782,608        31,575,533   

Other non-current non-financial assets

    42,847        42,847        42,847        188,156        319,504        333,644        4,427        4,426        4,426        235,430        366,777        380,917   

Trade and other non-current receivables

    —          —          —          7,364,934        6,055,190        6,863,062        131,478        819,844        685,327        7,496,412        6,875,034        7,548,389   

Non-current accounts receivable from related companies

    —          —          5,712,830        —          —          —          —          —          —          —          —          5,712,830   

Investments accounted for using equity method

    40,365,323        214,426,175        178,127,840        53,525        1,014        13,824        (53,525     (1,013     79,087        40,365,323        214,426,176        178,220,751   

Intangible assets other than goodwill

    18,851,913        14,551,065        12,617,054        14,613,951        13,175,169        13,233,744        3,059,658        9,844,571        12,111,431        36,525,522        37,570,805        37,962,229   

Goodwill

    24,860,356        4,656,105        4,656,105        2,240,478        2,240,478        2,240,478        860,156,821        860,156,821        860,156,821        887,257,655        867,053,404        867,053,404   

Property, plant and equipment

    2,621,113,892        2,249,838,283        2,209,465,780        674,156,508        636,528,765        608,238,796        (11,509,624     (5,896,413     (6,958,282     3,283,760,776        2,880,470,635        2,810,746,294   

Investment property

    —          —          —          —          —          —          8,514,562        44,877,049        46,922,970        8,514,562        44,877,049        46,922,970   

Deferred tax assets

    10,855,062        3,136,118        23,717,938        292,098        185,113        101,446        1,817,935        7,930,316        (5,774,448     12,965,095        11,251,547        18,044,936   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    3,237,032,423        2,918,372,982        2,818,289,626        982,695,080        824,602,984        788,043,748        907,007,242        1,077,416,255        1,012,097,341        5,126,734,745        4,820,392,221        4,618,430,715   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Line of Busines

  Generation     Distribution     Eliminations and others     Total  
LIABILITIES AND EQUITY   31-12-2014
M$
    31-12-2013
M$
    31-12-2012
M$
    31-12-2014
M$
    31-12-2013
M$
    31-12-2012
M$
    31-12-2014
M$
    31-12-2013
M$
    31-12-2012
M$
    31-12-2014
M$
    31-12-2013
M$
    31-12-2012
M$
 

CURRENT LIABILITIES

    680,402,981        688,536,858        557,297,199        261,250,997        224,908,034        195,486,556        (21,570,283     14,685,579        (119,861,378     920,083,695        928,130,471        632,922,377   

Other current financial liabilities

    146,364,103        124,569,707        217,913,907        133        198        47        123        2,693,949        2,442,955        146,364,359        127,263,854        220,356,909   

Trade and other current payables

    332,677,495        226,132,161        137,457,760        116,345,087        91,431,160        100,344,207        46,338,773        40,767,675        36,557,164        495,361,355        358,330,996        274,359,131   

Current account payables to related companies

    142,780,113        268,360,036        154,709,619        128,880,543        107,731,967        79,928,373        (84,475,463     (38,920,067     (167,746,328     187,185,193        337,171,936        66,891,664   

Other current provisions

    10,932,577        27,490,145        23,357,509        68,028        8,600,066        9,036,796        622,909        8,548,861        6,258,482        11,623,514        44,639,072        38,652,787   

Current tax liabilities

    31,480,257        41,456,080        23,323,179        4,501,006        16,608,698        4,660,597        2,376,603        1,368,741        2,090,150        38,357,866        59,433,519        30,073,926   

Current provisions for employee benefits

    —          —          —          —          —          —          —          —          —          —          —          —     

Other current non-financial liabilities

    16,168,436        528,729        535,225        11,456,200        535,945        1,516,536        8,078,625        226,420        536,199        35,703,261        1,291,094        2,587,960   

Liabilities associated with current assets classified as held for sale and discontinued operations

    —          —          —          —          —          —          5,488,147        —          —          5,488,147       

NON-CURRENT LIABILITIES

    1,060,586,955        771,080,512        874,469,705        51,025,398        43,620,083        46,976,282        10,972,906        11,777,166        744,882        1,122,585,259        826,477,761        922,190,869   

Other non-current financial liabilities

    778,135,167        574,924,356        649,653,793        —          —          —          —          4,479,250        7,027,436        778,135,167        579,403,606        656,681,229   

Trade and other non-current payables

    3,711,078        —          —          —          —          —          —          —          —          3,711,078        —          —     

Non-current accounts payable to related companies

    —          —          —          —          —          —          —          —          —          —          —          —     

Other non-current provisions

    25,161,118        17,426,844        16,545,029        2,808,817        6,556,807        8,738,743        —          —          —          27,969,935        23,983,651        25,283,772   

Deferred tax liabilities

    232,085,097        159,982,265        183,460,069        23,069,096        16,824,414        16,134,512        68,473        94,542        (12,282,837     255,222,666        176,901,221        187,311,744   

Non-current provisions for employee benefits

    18,537,036        15,072,071        14,234,207        24,497,162        19,266,073        18,670,336        10,903,644        7,157,468        5,937,794        53,937,842        41,495,612        38,842,337   

Other non-current non-financial liabilities

    2,957,459        3,674,976        10,576,607        650,323        972,789        3,432,691        789        45,906        62,489        3,608,571        4,693,671        14,071,787   

Equity

    1,496,042,487        1,458,755,612        1,386,522,722        670,418,685        556,074,867        545,580,910        917,604,619        1,050,953,510        1,131,213,837        3,084,065,791        3,065,783,989        3,063,317,469   

Equity attributable to Enersis Chile

    1,496,042,487        1,458,755,612        1,386,522,722        670,418,685        556,074,867        545,580,910        917,604,619        1,050,953,510        1,131,213,837        2,472,201,434        2,438,837,368        2,457,765,242   

Allocated capital

    619,260,333        619,260,333        619,260,333        230,492,200        230,492,200        230,492,200        1,379,356,442        1,388,416,735        296,069,473        2,229,108,975        2,238,169,268        1,145,822,006   

Retained earnings

    829,887,035        793,646,805        717,268,643        767,602,864        709,899,378        642,695,159        (425,518,222     (423,013,206     (430,108,903     1,171,971,677        1,080,532,977        929,854,899   

Other reserves

    46,895,119        45,848,474        49,993,746        (327,676,379     (384,316,711     (327,606,449     (36,233,601     85,549,981        1,265,253,267        (928,879,218     (879,864,877     382,088,337   

Non-controlling interests

    —          —          —          —          —          —          —          —          —          611,864,357        626,946,621        605,552,227   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

    3,237,032,423        2,918,372,982        2,818,289,626        982,695,080        824,602,984        788,043,748        907,007,242        1,077,416,255        1,012,097,341        5,126,734,745        4,820,392,221        4,618,430,715   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

F-212


Table of Contents

Line of Business

  Generation     Distribution     Elimination and Others     Total  
STATEMENT OF COMPREHENSIVE INCOME   12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 
REVENUES AND OTHER OPERATING INCOME   1,220,566,158     959,786,924     1,127,892,544     975,023,631     (299,393,417)     (196,727,678)     2,049,065,285     1,738,082,877  

Revenues

    1,199,341,011        958,039,403        1,116,092,610        959,692,208        (300,569,723     (198,164,895     2,014,863,898        1,719,566,716   

Energy sales

    1,155,805,379        860,581,278        997,836,084        842,753,580        (267,340,580     (186,457,552     1,886,300,883        1,516,877,306   

Other sales

    11,062,697        25,273,582        7,396,980        7,963,873        8,218,070        4,128,460        26,677,747        37,365,915   

Other services rendered

    32,472,935        72,184,543        110,859,546        108,974,755        (41,447,213     (15,835,803     101,885,268        165,323,495   

Other operating income

    21,225,147        1,747,521        11,799,934        15,331,423        1,176,306        1,437,217        34,201,387        18,516,161   

RAW MATERIALS AND CONSUMABLES USED

    (750,212,920     (494,891,538     (855,757,752     (712,458,219     296,568,389        208,445,779        (1,309,402,283     (998,903,978

Energy purchases

    (288,442,686     (124,419,095     (766,324,946     (628,376,375     266,346,979        184,328,520        (788,420,653     (568,466,950

Fuel consumption

    (305,475,422     (211,607,778     —          —          (4,838     (4,396     (305,480,260     (211,612,174

Transportation costs

    (142,831,143     (149,447,930     (56,360,475     (57,958,728     47,242,839        24,585,337        (151,948,779     (182,821,321

Other miscellaneous supplies and services

    (13,463,669     (9,416,735     (33,072,331     (26,123,116     (17,016,591     (463,682     (63,552,591     (36,003,533

CONTRIBUTION MARGIN

    470,353,238        464,895,386        272,134,792        262,565,412        (2,825,028     11,718,101        739,663,002        739,178,899   

Other work performed by the entity and capitalized

    16,466,172        10,625,755        5,039,396        4,205,303        —          —          21,505,568        14,831,058   

Employee benefit expenses

    (64,466,875     (62,922,790     (31,386,273     (30,154,099     (30,488,215     (27,037,013     (126,341,363     (120,113,902

Other expenses

    (65,464,992     (59,734,743     (63,527,130     (61,243,603     18,537,907        6,425,619        (110,454,215     (114,552,727

GROSS OPERATING RESULT

    356,887,543        352,863,608        182,260,785        175,373,013        (14,775,336     (8,893,293     524,372,992        519,343,328   

Depreciation and amortization expense

    (98,700,534     (90,062,967     (27,377,925     (27,033,400     (2,358,695     (2,410,751     (128,437,154     (119,507,118

Impairment losses (reversals of impairment losses) recognized in profit or loss

    (12,461,456     64,138        (776,091     (8,277,086     52,127        —          (13,185,420     (8,212,948

OPERATING INCOME

    245,725,553        262,864,779        154,106,769        140,062,527        (17,081,904     (11,304,044     382,750,418        391,623,262   

FINANCIAL RESULTS

    (77,428,301     (73,737,083     8,282,495        1,201,395        2,101,257        16,172,302        (67,044,549     (56,363,386

Financial income

    1,576,923        3,146,530        11,638,248        8,348,785        1,547,344        2,155,216        14,762,515        13,650,531   

Financial costs

    (72,106,182     (75,970,098     (4,109,576     (7,776,562     589,269        13,978,026        (75,626,489     (69,768,634

Profit (loss) from indexed assets and liabilities

    14,341,214        1,220,366        632,973        558,758        289,436        (186,078     15,263,623        1,593,046   

Foreign currency exchange differences

    (21,240,256     (2,133,881     120,850        70,414        (324,792     225,138        (21,444,198     (1,838,329

Positive

    17,473,317        6,200,002        194,226        73,179        1,966,549        1,113,874        19,634,092        7,387,055   

Negative

    (38,713,573     (8,333,883     (73,376     (2,765     (2,291,341     (888,736     (41,078,290     (9,225,384

Share of profit of associates accounted for using the equity method

    (54,352,582     24,309,344        —          —          —          —          (54,352,582     24,309,344   

Other gains (losses)

    42,651,567        2,513,923        (392,778     (176,425     28,634,474        12,190,239        70,893,263        14,527,737   

Gains (losses) from other investments

    42,651,567        67,384        —          —          21,077,899        —          63,729,466        67,384   

Gains (losses) on sale of property, plant and equipment

    —          2,446,539        (392,778     (176,425     7,556,575        12,190,239        7,163,797        14,460,353   

Income before tax

    156,596,237        215,950,963        161,996,486        141,087,497        13,653,827        17,058,497        332,246,550        374,096,957   

Income tax

    (93,758,705     (36,937,826     (37,256,549     (26,867,652     (1,671,879     2,093,036        (132,687,133     (61,712,442

Net Income from continuing operations

    62,837,532        179,013,137        124,739,937        114,219,845        11,981,948        19,151,533        199,559,417        312,384,515   

Net income from discontinued operations

                —          —     

NET INCOME

    62,837,532        179,013,137        124,739,937        114,219,845        11,981,948        19,151,533        199,559,417        312,384,515   

Net income attributable to:

    62,837,532        179,013,137        124,739,937        114,219,845        11,981,948        19,151,533        199,559,417        312,384,515   

Shareholders of Enersis

                162,459,039        229,526,660   

Non-controlling interests

                37,100,378        82,857,855   

Line of Business

  Generation     Distribution     Elimination and Others     Total  
STATEMENT OF CASH FLOWS   12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
    12-31-2014
ThCh$
    12-31-2013
ThCh$
 

Cash flows from (used in) operating activities

    239,770,586        303,203,744        37,181,550        137,848,565        (12,005,255     1,908,222        264,946,881        442,960,531   

Cash flows from (used in) investing activities

    (190,799,690     (66,993,838     (52,663,122     (57,340,634     54,724,341        18,209,414        (188,738,471     (106,125,058

Cash flows from (used in) financing activities

    (49,531,606     (202,875,463     8,796,278        (73,380,728     (118,409,153     59,845,126        (159,144,481     (216,411,065

The eliminations column corresponds to transactions between companies in different lines of business and country, primarily purchases and sales of energy and services.

 

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36. THIRD PARTY GUARANTEES, OTHER CONTINGENT ASSETS AND LIABILITIES, AND OTHER COMMITMENTS

36.1 Direct guarantees

 

Creditor Of Guarantee

  Debtor   Type
of
Guarantee
  Assets Committed     Outstanding balance as of     Guarantees Released  
      Type   Currency     Carrying
amount
     
  Company   Relationship           Currency     Dec-14     Dec-13     Jan-13     2015     Assets     2016     Assets     2017     Assets  

Banco Santander (security agent)

  G.N.L. Quintero   Associate   Pledge   Shares   ThCh$          —        ThCh$          —          102,302,517        97,034,059        —          —          —          —          —          —     

Deutsche Bank /Santander Benelux

  Enersis S.A.   Creditor   Deposit account   Deposit account   ThCh$          26,337,776      ThCh$          50,509,024        56,138,756        60,774,330        —          —          —          —          —          —     

As of December 31, 2014 and 2013 and January 1, 2013, the Combined Group had future energy purchase commitments amounting to ThCh$9,649,760,108, ThCh$4,803,454,702, and ThCh$4,394,511,499, respectively.

36.2 Indirect guarantees

As of December 31, 2014 and 2013, and January 1, 2013, there are no indirect guarantees.

 

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36.3 Lawsuits and Arbitration Proceedings

As of the date of these Combined Financial Statements, the most relevant contingent liabilities, for which no provisions have been recognized, involving Enersis Chile and its combined entities are as follows:

1. Law 25,561 on Public Emergency and Reform to the Currency System, enacted on January 6, 2002 by the Argentine authorities, voided certain provisions of the concession agreement of Enersis Chile’s combined entity Edesur. Law 25,561 also required that utility concession agreements be renegotiated within a reasonable timeframe to adjust them to the new conditions. However, the failure to renegotiate Edesur’s concession agreement prompted Enersis S.A., Chilectra S.A., Endesa Chile and Elesur S.A. (now Chilectra S.A.) (collectively, the “Claimants”) to file an arbitration petition in 2003 under the Treaty for the Promotion and Protection of Chilean-Argentine Investments before the International Center for Settlement of Investment Disputes (ICSID). The statement of claim principally requested that the ICSID declare the investment expropriated for an amount of US$ 1,306,875,960 (approximately ThCh$ 792,946,989), and seeking for the damages caused to the investment due to lack of fair and equitable treatment, in the amount of US$ 318,780,600 (approximately ThCh$193,420,129). The Claimants also seek, with respect to both claims, compounded annual interest of 6.9% per annum. The Claimants also claimed the sums resulting from the damages caused as from July 1, 2004. Finally, the Claimants also demanded US$ 102,164,683 (approximately ThCh$61,988,421) for Elesur S.A. (now Chilectra S.A.) due to a lower price received on the sale of its shares. In 2005, the Argentine authorities and Edesur signed a Letter of Understanding, in which the terms and conditions are established for amendments and supplements to the Concession Agreement, forecasting tariff modifications, first during a transitional period and then under a Integral Tariff Review, in which the conditions for an ordinary tariff period of 5 years will be set. The arbitration has been suspended since March 2006 in accordance with the terms of the Letter of Understanding, and the appointment of one of the arbitrators, to replace an arbitrator who resigned in 2010 has been suspended. As of December 31, 2014, the parties informed ICSID of their agreement to extend the suspension of the arbitration procedure for 12 months starting on the same date, informing also that any of the parties can request the renewal of the arbitration procedure with 30 calendar days prior notice.

2. In 2005, three lawsuits were filed against Endesa Chile, the Chilean Treasury and the Chilean Water Authority (DGA, in its Spanish acronym), which are currently being treated as a single proceeding, requesting that DGA Resolution No. 134, which established non-consumptive water rights in favor of Endesa Chile to build the Neltume hydroelectric power plant project be declared null as a matter of public policy, with compensation for damages. Alternatively, the lawsuits request the compensation for damages for the losses allegedly sustained by the plaintiffs due to the loss of their status as riparian owners along Pirihueico Lake, as well as due to the devaluation of their properties. The defendants have rejected these allegations, contending that the DGA Resolution complies with all legal requirements, and that the exercise of this right does not cause any detriment to the plaintiffs, among other arguments. The sums involved in these suits are undetermined. This case was joined with two other cases: the first one is captioned “Arrieta v. the State and Others” in the 9th Civil Court, docket 15279-2005 and the second is captioned “Jordán v. the State and Others,” in the 10th Civil Court, docket 1608-2005. With regard to these cases, an injunction has been ordered against entering into any acts and contracts concerning Endesa Chile’s water rights related to the Neltume project. On September 25, 2014, the Court of Law issued an unfavorable ruling against Endesa Chile that in essence declared the right to use water established by DGA Resolution No. 134 illegal and orders its cancellation in the corresponding Water Rights Register of the correspondent Real Estate Registrar. Endesa Chile filed an appeal and cassation resources with the Santiago Court of Appeals, which are still pending.

3. During 2010, three lawsuits for damages were filed against Endesa Chile by plaintiffs who alleged they were affected by the flooding of the Bio-Bio River in Region VIII of Chile. The plaintiffs sued Endesa Chile for losses caused by its deficient operation of the Ralco hydroelectric power plant during the flood. These three cases were joined, and a first instance ruling has been issued which denies the claim filed in all its parts. The ruling was appealed and such appeal has not yet been reviewed by the court. The plaintiffs are required to produce legal evidence proving the causal link between the operation of the Ralco hydroelectric

 

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power plant during the floods and the damages that the plaintiffs claim they sustained as a result of deficient facility operation. On March 27, 2012, there was a first instance judgment filed, which rejected the claim filed in all its parts. The plaintiff filed an appeal on March 12, 2013, and the Court of Appeals ordered proceedings to supplement the judgment, since there were exceptions and defenses that were not resolved in the first instance judgment. On May 2, 2013, the first instance Court of Law filed a supplementary judgment, referring to the exceptions and defenses that were not resolved in the first initial judgment. On July 14, 2014, the Court of Appeals of Concepción rejected the appeal filed by the plaintiffs and confirmed the first ruling denying relief in the lawsuit. The plaintiffs filed an appeal with the Supreme Court, which is pending resolution. The amount involved in the three lawsuits currently pending against Endesa Chile is ThCh$14,610,043, which is covered by an insurance policy.

4. In July and September 2010, Ingeniería y Construcción Madrid S.A. and Transportes Silva y Silva Limitada, respectively, filed separate lawsuits against Endesa Chile and the DGA seeking to declare the annulment of DGA Resolution No. 134 that granted Endesa Chile’s water rights for the Neltume hydroelectric station. Similarly, Ingeniería y Construcción Madrid S.A. and Transportes Silva y Silva Limitada, respectively, each filed suits against DGA Resolution No. 732 that authorized the relocation of the collection point of such water rights, arguing its invalidity as a violation of public policy. Ultimately, the plaintiffs attempted to demand payment for their water rights located in the area of influence of the hydraulic works for the future Neltume hydroelectric station. Endesa Chile has rejected these claims, contending that the plaintiffs are engaging in wrongful prosecution to prevent the construction of the power plant in order to obtain monetary compensation. The evidentiary period of the complaint filed by Ingeniería y Construcción Madrid S.A. (Case No. 7036-2010) has expired, and the parties have been summoned to hear judgment. Regarding the other lawsuit (Case No. 6705-2010), requesting the annulment of DGA Resolution No. 732, on March 12, 2012 a ruling was issued that declared the proceeding as abandoned. On June 27, 2012, Ingeniería y Construcción Madrid, filed a similar claim before another Court of Law (Case C-15156-2012), in which the discussion period and the regular evidentiary period have ended, and only some expert testimony is pending. On November 26, 2014, the court considering the lack of agreement between the parties, designated an expert, who has not accepted the position to date.

With respect to the Transportes Silva y Silva Ltda lawsuit (Case No. 16025-2012), which contests DGA Resolution No. 134, the proceeding was declared abandoned. In another lawsuit (Case No. 17916-2010), a similar request was made for the action to be declared abandoned, however, this request was denied. The plaintiff filed an appeal against the ruling, which was decided on May 10, 2013, declaring the proceeding abandoned. The resolution is final and executed. The amount of this proceeding is undetermined.

5. On May 24, 2011, Endesa Chile was served with a lawsuit filed by 19 riparian owners along the Pirihueico Lake, seeking to nullify DGA Resolution No. 732, which authorized the relocation of water rights collection for the Neltume power plant, from the Pirihueico Lake drainage 900 meters downstream along Fui River. The plaintiffs seek to have this annulment annotated at the margin of the notarized instrument that memorialized DGA Resolution No. 732, which approved the transfer of the collection. The plaintiffs also seek to have the recording of the deed struck from the Water Rights Registry, if entered, and to require the Chilean Treasury, the DGA and Endesa Chile to pay damages to the plaintiffs as a result of the challenged DGA Resolution. The plaintiffs seek to reserve their right to indicate the type and amount of damages in a subsequent legal proceeding. The claim is for an undetermined amount because the plaintiffs have requested that damages be determined in another suit, once the DGA Resolution is nullified. The discussion period has ended and the evidence action has been issued, which when received by the parties was the object of a replacement appeal filed by the plaintiff and an annulment petition filed by Endesa Chile, both of which were denied. On August 20, 2013 a conciliation hearing was initiated, and is still pending to date.

Afterwards, hydraulic and appraisal expert analysis were carried out. The Santiago Court of Appeals’ resolution was also notified incorporating evidence, and Endesa Chile provided documentary evidence consisting of: (i) a law report drafted by Mr. Cristián Maturana M., (ii) a law report drafted by Mr. Luis S. Figueroa, (iii) an engineering report drafted by Mr. Guillermo Cabrera, and (iv) an update of a land

 

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appraisal report on the zone farms drafted by Mr. Armando Illanes; Finally, other documents relative to the Environmental Impact Study (EIA, in its Spanish acronym) were provided, and testimonial evidence was presented both by Endesa Chile and by the plaintiffs. The regular and special evidentiary period has ended.

6. The arbitration proceeding being heard by the International Chamber of Commerce (the Chamber), under the framework of the Bocamina Thermal Power Plant Extension Project contract for the turnkey supply of a coal thermal generation plant, located in Coronel, Region VIII of Chile, executed in July 2007 between Endesa Chile and a consortium comprised of: Ingeniería y Construcción Tecnimont Chile Compañía Limitada, Tecnimont SpA, Tecnimont do Brasil Construção e Administração de Projetos Ltda., Slovenské Energetické Strojárne a.s. (SES) and Ingeniería y Construcción SES Chile Limitada, (the “Consortium”).

As a result of material breaches of the Consortium, for not finishing the works according to the terms and conditions agreed and within the time period stipulated in the contract and its supplementary documents, on October 16, 2012, Endesa Chile proceeded, strictly complying with the conditions authorized in the contract for such purpose, to collect the performance bonds, and in particular, those issued by Banco Santander Chile for US$93,992,554 (approximately ThCh$57,029,982) and the one from Credit Agricole for US$18,940,295 (approximately ThCh$11,492,024). To date, Endesa Chile has only been able to collect the performance bonds issued by Banco Santander Chile. Upon collection of the aforementioned performance bonds, Endesa Chile filed before the Chamber (Case 19015/CA) a request for arbitration to compel compliance with the contract plus compensation for damages, and, as an alternate request, termination of the contract with compensation for damages. In both cases, Endesa Chile reserved the right to file litigation regarding the amount and sum of the damages at a later stage. Endesa Chile based its claim on the serious non-compliance of the Consortium, including, among other material breaches: (i) material breach of the contractual date of the end of the works, (ii) the lack of payment to subcontractors and suppliers, which has forced Endesa Chile to take on part of their commitments to avoid a situation of total work stoppage, (iii) material breach of the schedule of intermediate control stages agreed to, (iv) breach of the “Open Book” delivery time period of the works, and (v) lack of compliance with safety and environmental standards agreed to and the administrative standards proscribed for managing the contract.

In turn, SES filed legal actions before the Chamber (Case 1924/CA) requesting that the collection of the performance bonds by Endesa Chile be declared illegal.

On January 4, 2013, Endesa Chile notified the Consortium of the early termination of the contract due to material breach of its obligations according to the terms of it.

In January 2013, SES and Tecnimont separately contested the request for arbitration filed by Endesa Chile and sued Endesa Chile. Tecnimont sued for approximately US$1,294 million (approximately ThCh$785,134,500) and SES sued for US$15 million (approximately ThCh$9,101,250). On March 26, 2013, Endesa Chile responded to the counterclaims and petitioned for their dismissal. The proceeding filed by SES (Case 1924/CA) was consolidated with the arbitration proceeding described above.

On June 21, 2013, upon request of the arbitration court, the bases of the procedural proposals or simultaneous procedure were filed by each of the parties in a clear and precise manner as well as their respective proposed schedules. On July 2, 2013, the procedural order that established the procedural rules whereby the proceeding will be conducted was approved. On December 2, 2013 the parties exchanged legal briefs. Endesa Chile requested in its brief that the arbitrational court find (i) the defendants in breach of the contract, (ii) the defendants’ breach was attributable to serious fraud or negligence on their part and (iii) that the contract termination be recognized as occurring due to the defendant’s breach. On the grounds stated above, Endesa Chile has asserted that the performance bonds are consistent with the law and petitioned the court to order the defendants to pay fines and damages amounting to US$373,269,376 (approximately ThCh$226,481,193). Tecnimont requested an extension in order to object the documents, which was accepted by the arbitrational court.

The parties submitted documents, against which objections were filed. For the arbitration court, the parties resolved the objections raised by replacing the documents or performing complementation if necessary. On May 2, 2014, the parties submitted briefs, and rebuttal is expected to occur by January 15, 2015.

 

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7. On August 22, 2013, Endesa Chile, Pehuenche and San Isidro filed before the Santiago Court of Appeals a claim against the Chilean Superintendence of Electricity and Fuels (SEF). The claim asserts the illegality of Resolution ORD No. 7230, dated August 7, 2013, in which the SEF, relying on its interpretative and supervisory authority, decreed that consumption by distributing companies in excess of the contracted supply, with respect to electricity generators that are forced by means of a bid to supply electricity, must be covered by electricity surpluses generated by other companies. The distributors with surplus electricity can assign their surpluses to distributors with deficits, irrespective of the will of the respective generator. The claim asserts this is contrary to the law and exceeds SEF’s powers and authority, resulting in an illegal resolution.

An injunction was requested, which was denied in the San Isidro and Pehuenche suits but was granted in the Endesa Chile suit. As a result, the effects of the decree are suspended. The three claims were heard one after the other and the result were communicated to all the companies. On April 10, 2014, the claims were dismissed as having been filed outside of the period allowed by law. An appeal was filed against such resolution before the Chilean Supreme Court, which accepted the appeal on July 8, 2014 and found the claim was filed in a timely manner. The cases were remanded to the Santiago Court of Appeals to determine the validity of the claim, which are still pending of resolution.

8. In August 2013, the Chilean Superintendence of the Environment (SMA, in its Spanish acronym) filed charges against Endesa Chile alleging several violations of Exempt Resolution No. 206, dated August 2, 2007 and its supplementary and explanatory resolutions that environmentally certified the Bocamina Thermal Power Plant Extension Project. These alleged violations are related to the cooling system discharge channel, an inoperative Bocamina I desulphurizer, non-compliance with information delivery obligations, surpassing CO limits, failures in the acoustic perimeter fence of Bocamina I, excessive noise levels and having no technological barriers that prevent the massive entry of biomass in the intake of the central power plant. Endesa Chile submitted a compliance program that was not approved. On November 27, 2013, SMA added two additional violations to its charges. Endesa Chile presented its defense in December 2013, partially recognizing some of these violations (which could reduce the fine by 25% in case of recognition) and contesting the remainder. On August 11, 2014, SMA passed Resolution No. 421 that fined Endesa Chile 8,640.4 UTA for environmental non-compliances that are the subject matter of the sanctioning proceeding. Endesa Chile filed an illegality claim against the SMA before the Third Environmental Court of Valdivia that to date is pending resolution.

In December 2013, the fishermen’s and algae collector trade unions of Coronel, among others, filed two constitutional protection appeals against Endesa Chile before the Court of Appeals of Concepcion. The first appeal alleges Endesa Chile would be operating Unit II of the Bocamina thermal power plant without the proper environmental authorizations. The second appeal alleges that Endesa Chile would not have an operational desulphurizing plant for the operation of Unit I of the Bocamina thermal power plant. The first plaintiff obtained a temporary injunction that halted operation of Unit II of the Bocamina thermal power plant. Endesa Chile contested the injunction but was denied relief. Endesa Chile also presented its defense in both resources, providing the background for rejection. On May 29, 2014, the ruling was upheld that accepted the appeal and imposed a series of requirements designed to prevent the Bocamina thermal power plant from causing environmental damage. An appeal was filed against this judgment before the Chilean Supreme Court, with which on November 6, 2014 ruling was sentenced that although it confirms the appealed decision (i.e. it confirms the resolution that picked up the protection appeals it contains certain declarations that are favorable for the company). It recognizes that the Bocamina II thermal power plant has an Environmental Qualification Resolution (RCA), and the changes introduced in it must be approved through an Environmental Impact Study (EIA).

9. On May 12, 2014, Compañía Eléctrica Tarapacá S.A., (Celta) formally filed an arbitration claim against Compañía Minera Doña Inés de Collahuasi, requesting that the Arbitration Court of Law declare that through the contracts entered into in 1995 and 2001, the parties have established a long-term contractual relation, characterized by the economic balance that there must be in their reciprocal services supplied and that, due to the above, greater costs corresponding to the investment that must be made to comply with the

 

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emission standard contained in DS (Supreme Decree) (MMA) No. 13, 2011 must be shared by the parties. Based on this, the defendant should start paying up to the maturity of the contract, a fixed monthly charge that as of March 31, 2020 amounts to US$72,275,000 (approximately ThCh$43,852,856) for the proportional part of the investments that the defendant must pay due to the Supreme Decree mentioned above.

The claim was notified on July 3, 2014. On August 8, 2014 Collahuasi contested Celta’s claim and filed a counterclaim against Celta requesting that the Court declare that Celta has violated the prohibition to call on as precedent what was agreed to in the modifications of the 2009 supply contracts, reserving the right to discuss and prove the amount of damages. On August 26, 2014, Celta filed its response to the main claim and contested the counterclaim. On September 11, 2014, Collahuasi filed its rejoinder to the main claim and its response to the counterclaim. On October 1, 2014, Celta filed its response to the counterclaim. Additionally, the Arbitration Judge formulated a questionnaire with questions separately to each one of the parties and also with common questions for both.

Once these were responded, the arbitrator gave the parties a deadline of January 16, 2015 to contest or observe the answers provided and the documents attached specifying the contrary.

36.4 Financial restrictions

As of December 31, 2014, Enersis Chile, on a stand-alone basis, had no debt obligations and was therefore not affected by any covenants or events of default. However, a number of the Combined Group’s entities’ loan agreements, include the obligation to comply with certain financial ratios, which is normal in contracts of this nature. There are also affirmative and negative covenants requiring the monitoring of these commitments. In addition, there are restrictions in the events-of-default clauses of the agreements which require compliance.

 

  1. Cross Default

Some of the financial debt contracts of Endesa Chile contain cross default clauses. The credit line agreements governed by Chilean law, which Endesa Chile signed in February 2013, stipulate that cross default arises only in the event of non-compliance by the borrower itself, with no reference made to its subsidiaries. In order to accelerate payment of the debt in these credit lines due to cross default originating from other debt, the amount overdue of a debt must exceed US$50 million, or the equivalent in other currencies, and other additional conditions must be met such as the expiry of grace periods. Since being signed, these credit lines have not been disbursed. They mature in February 2016. Endesa Chile’s international credit line governed by New York State law, which was signed in July 2014 and expires in July 2019, also makes no reference to its subsidiaries, so cross default arises only in the event of non-compliance by the borrower itself. For the repayment of debt to be accelerated under this facility due to cross default on another debt, the amount in default should exceed US$50 million or its equivalent in other currencies. It must also meet other conditions, including the expiration of any grace periods, and a formal notice of intent to accelerate the debt repayment must have been served by creditors representing more than 50% of the amount owed or committed in the contract. This line of credit has not currently been utilized.

Regarding the bond issues of Endesa Chile registered with the United States Securities and Exchange Commission (the SEC), commonly called “Yankee bonds”, a cross default can be triggered by another debt of the same company or of any of their subsidiaries, for any amount overdue provided that the principal of the debt giving rise to the cross default exceeds US$30 million or its equivalent in other currencies. Debt acceleration due to cross default does not occur automatically but has to be demanded by the holders of at least 25% of the bonds of a certain series of Yankee bonds. The Endesa Yankee bonds mature in 2015, 2024, 2027, 2037 and 2097. For the specific Yankee Bond that was issued in April 2014 and matures in 2024, the threshold for triggering cross default increased to US$50 million or its equivalent in other currencies.

The Endesa Chile bonds issued in Chile state that cross default can be triggered only by the default of the issuer when the amount in default exceeds US$50 million or its equivalent in other currencies. Debt acceleration requires the agreement of at least 50% of the holders of the bonds of a certain series.

 

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  2. Financial covenants

Financial covenants are contractual commitments with respect to minimum or maximum financial ratios that a company is obliged to meet at certain periods of time (quarterly, annually, etc.). Most of the financial covenants of the Combined Group limit the level of indebtedness and evaluate the ability to generate cash flows in order to service the companies’ debts. Various companies are also required to certify these covenants periodically. The types of covenants and their respective limits vary according to the type of debt.

The Endesa Chile bonds issued in Chile include the following financial covenants whose definitions and calculation formulas are established in the respective indentures based on Endesa Chile’s financial statements figures:

Series H

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; Other financial liabilities, non-current; and Other obligations guaranteed by the issuer or its subsidiaries; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Endesa Chile and Non-controlling interests. As of December 31, 2014, the ratio was 0.37.

 

    Consolidated Equity: A minimum Equity of Ch$760,468 million must be maintained; this limit is adjusted at the end of each year as established in the indenture. Equity corresponds to Equity attributable to the shareholders of Endesa Chile. As of December 31, 2014, the equity of Endesa Chile was Ch$1,475,571 million.

 

    Financial Expense Coverage: A financial expense coverage ratio of at least 1.85 must be maintained. Financial expense coverage is the quotient between i) the gross margin plus Financial income and dividends received from associated companies, and ii) Financial expenses; both items refer to the period of four consecutive quarters ending on the quarter being reported. For the period ended December 31, 2014, this ratio was 5.31.

 

    Net Asset Position with Related Companies: A Net asset position must be maintained with related companies of no more than a hundred million dollars. The Net asset position with related companies is the difference between i) the sum of Accounts receivable from related entities, current, Accounts receivable from related entities, non-current, less transactions in the ordinary course of business at less than 180 days term, short-term transactions of associates of Endesa Chile in which Enersis Chile has no participation, and long-term transactions of associates of Endesa Chile in which Enersis Chile has no participation; and ii) the sum of Accounts payable to related entities, current; Accounts payable to related entities, non-current, less transactions in the ordinary course of business at less than 180 days term; short-term transactions of associates of Endesa Chile in which Enersis Chile has no participation; and long-term transactions of associates of Endesa Chile in which Enersis Chile has no participation. As of December 31, 2014, using the exchange rate prevailing on that date, the Net asset position with related companies was a negative US$168.45 million, indicating that Enersis Chile is a net creditor of Endesa Chile rather than a net debtor.

Series M

 

    Consolidated Debt Ratio: The consolidated debt ratio, which is Financial debt to Capitalization, must be no more than 0.64. Financial debt is the sum of Interest-bearing loans, current; Interest-bearing loans, non-current; Other financial liabilities, current; and Other financial liabilities, non-current; while Capitalization is the sum of Financial liabilities, Equity attributable to the shareholders of Enersis and Non-controlling interests. As of As of December 31, 2014, the debt ratio was 0.37.

 

    Consolidated Equity: Same as for Series H.

 

    Financial Expense Coverage Ratio: Same as for Series H.

 

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The rest of Endesa Chile’s debt and the undisbursed credit lines include other covenants such as leverage and debt coverage ratios (debt/EBITDA ratio), while the Yankee bonds are not subject to financial covenants.

The most restrictive financial covenant for Endesa Chile as of December 31, 2014 was the Debt Ratio requirement for the credit line under Chilean law, which expires in February 2016.

Lastly, in most of the contracts, debt acceleration for non-compliance with these covenants does not occur automatically but is subject to certain conditions, such as a cure period.

As of December 31, 2014 and 2013 and January 1, 2013, none of our combined entities were in default under their financial obligations summarized here or other financial obligations whose defaults might trigger the acceleration of their financial commitments.

36.5 Other Information

Centrales Hidroeléctricas de Aysén, S.A.

On July 9, 2014, the Ministers’ Committee issued (i) Exempt Resolution 569 resolving the invalidation process, and (ii) Exempt Resolution 570 resolving the claims filed by individuals, citizens’ organizations and the proponent of the Aysén Hydroelectric Project against Exempt Resolution 225/2011 issued by the Aysén del General Carlos Ibañez del Campo Region’s Assessment Committee, the project’s Environmental Qualification Resolution, or RCA.

Centrales Hidroeléctricas de Aysén S.A. was notified of these agreements and resolutions on July 14, 2014.

On January 28, 2015, Endesa Chile was informed that the request of water rights made by Centrales Hidroeléctricas de Aysén S.A. (hereinafter “HidroAysén”) in 2008, was partially denied. Endesa Chile expressed its intention to continue to defend the water rights and the environmental qualification granted to the project in the corresponding instances, by continuing legal actions already initiated or implementing new administrative or judicial actions for this purpose. Endesa Chile maintains the conviction that the hydraulic resources of Aysén region are important for the energy development of the country.

However, in the current situation, there is uncertainty about the recoverability of the investment made so far in HidroAysén, since it depends on both judicial decisions and definitions on matters that are in the energy agenda which cannot be foreseen at present. Consequently, the project is not part of the immediate projects of Endesa Chile’s portfolio. As a consequence, Endesa Chile decided to register an impairment of Ch$ 69,066 million (approximately US$ 121 million) for its participation in HydroAysén S.A., which affected the company’s 2014 year end net income (See Note 14.1.a). The financial and accounting effects for Enersis of this impairment registered by Endesa Chile resulted into a charge against the net results of Enersis of Ch$ 41,426 million (approximately US$ 73 million).

 

37. SANCTIONS

The following companies belonging to the Combined Group have received sanctions from the administrative authorities:

 

  a) Subsidiaries

1. – Endesa Chile

 

    Income for fiscal year 2011: the Chilean Internal Revenue Service (SII) issued a fine after investigating the use of a credit for taxes paid abroad on income earned in other countries. The investigation found discrepancies in the calculation of net income from foreign sources, and a tax credit for a lower amount should have been used for that foreign income than declared at the time on the fiscal year 2011 income tax return. A fine of Ch$82,923,124 was imposed. Closed and paid (May 2014).

 

   

During fiscal year 2011, the company was fined 1,380 UTA (Annual Tax Units) (approximately ThCh$683,315) by the Superintendence of Electricity and Fuels (SEF) for the blackout that occurred on March 14, 2010. Endesa Chile filed an appeal against the measure with the Santiago Court of

 

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Appeals, which rejected the appeal on January 18, 2013 and upheld the fine. Endesa Chile then filed an appeal against this ruling with the Supreme Court who, on November 20, 2013, rejected the second appeal and once again upheld the fine, but reduced its amount to 1,246 UTA (approximately ThCh$616,964).

Closed and paid.

 

    In the 2012 fiscal year, the Company received a fine, plus interest, totaling ThCh$13,151 from the SII for the excessive use of tax credits for the 2010 tax year. The amount was paid on March 28, 2013.

Closed and paid.

 

    During the 2012 fiscal year, the Company was fined 1,200 UTA by the SEF for the blackout that occurred on September 24, 2011. Endesa Chile filed a request for reconsideration with the SEF; this was denied in Exempt Resolution 703 of March 25, 2013, which also upheld the fine. The company later filed appeal No. 2262-2013 challenging the ruling with the Santiago Court of Appeals. After studying the appeal, the Court of Appeals confirmed the fine imposed by the SEF but reduced it from 1,200 to 400 UTA. Endesa Chile filed another appeal against this ruling with the Supreme Court, which upheld the ruling and kept the fine at 400 UTA (approximately ThCh$203,059).

Closed and paid.

 

    In January 2013, Endesa Chile was notified of SEF Exempt Resolution 2496 fining the company 10 UTA (approximately ThCh$4,952) for violating Article 123 of Decree Law (DFL) 4/20,018 of 2006 due to its failure to report to the SEF the commissioning of its electricity facilities by the deadline provided for in that law. To clear the charges, Endesa Chile paid the fine in full.

Closed and paid.

 

    In the first quarter of 2013, Endesa Chile was notified of three resolutions issued by the Health SEREMI (Regional Ministerial Office) of the Maule Region, Resolutions 1057, 085, and 970, which ruled on health summary proceedings RIT Nos. 355/2011, 354/2011, and 256/2011, respectively, imposing a 20 UTM fine for each of the proceedings. The fines were imposed for the following violations: Resolution 1057 penalizes a health violation of Decree 594 of 1999, Regulations on Basic Health and Environmental Conditions in the Workplace, specifically, at the Cipreses Plant facilities; this fine has been paid in full. Resolution 085 penalizes a violation of Executive Decree 90/2011, which requires a statement of the emissions made in 2009 and 2010 by a 20.8-kW-capacity Siemens-Schukertwerke A6 power generator located at the Bocatoma Maule Isla facility. This resolution is currently being challenged. Resolution 970 penalizes a violation of Executive Decree 90/2011, which requires a statement of the emissions made in 2009 and 2010 by a 34 kW Conex generator located at the Bocatoma Maule Isla facility. This resolution is currently being challenged. Total: 60 UTA (approximately ThCh$2,592).

 

    Endesa Chile received notification in September 2013 of ORD No. 603 issued by the Superintendence of the Environment (SMA) initiating sanction proceedings and filing charges against Endesa Chile as Holder of the Expansion Project for Unit Two of the Bocamina Plant for a number of violations against environmental regulations and the RCA environmental regulation instrument. The sanction proceedings are the result of inspections conducted by SMA personnel on February 13 and 14 and on March 19, 26, and 27, 2013, at the Bocamina thermoelectric facilities. The inspections found a number of violations of Exempt Resolution 206 of August 2, 2007 (RCA 206/2007), which was clarified by Exempt Resolutions 229 of August 21, 2007 (RCA 229/2007) and 285 of October 8, 2007 (RCA 285/2007) giving environmental approval to this expansion project. The infractions consist primarily of (i) not having a discharge channel for the cooling system that extends 30 meters into the ocean from the edge of the beach; (ii) not having the Bocamina I desulfurization unit in operation; (iii) not submitting the information requested by the SMA’s official on past records of on-line emissions reports (CEM reports) from the startup of operations until the present time; (iv) exceeding the CO limit for Bocamina I set in the RCA for Bocamina II in January 2013; (v) defects and gaps between panels in the Bocamina I perimeter acoustic enclosure; (vi) noise emissions that exceed regulatory limits; and (vii) not having technological barriers that prevent biomass from pouring into the plant’s intake.

 

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Endesa Chile submitted a compliance schedule within the time frame allotted, that was rejected. On November 27, 2013, the SMA reformulated the charges filed, adding two new charges (failure to comply with RCA 206/2007, considered a grave violation, and failure to comply with the information requirement issued in Ord UIPS 603, which is also considered a grave violation).

On August 11, 2014, the SMA issued Resolution No. 421 which penalized Endesa Chile for these environmental breaches applying a fine of 8,640.4 UTA (approximately ThCh$4,478,976). Endesa Chile filed a counter-claim of illegality before the Third Environmental Court of Valdivia, which is currently pending.

 

    The Labor Directorate (Inspección del Trabajo) of the Bío Bío Region fined Endesa ThCh$2,523 for failure to fulfill its duties as the operating company after confirming, on June 12, 2014, an accident suffered by a worker employed by the contractor Metalcav at the Bocamina II worksite. Payment of the fine is in process at this time.

Closed and paid.

 

    On May 20, 2014, the Valparaíso Court of Appeals confirmed the fine of ThCh$2,646 imposed by the Quintero Local Police Court (Juzgado de Policía Local) upholding CONAF’s claim that Endesa Chile cut trees without first having a forestry management plan approved by CONAF. The trees were cut in the Valle Alegre area in lot 22, site 3 in the municipality of Quintero in order to clear trees from the high voltage wires. The fine was paid through the appropriate court.

Closed and paid.

 

    On June 23, 2014, the SISS (Sanitary Services Superintendence) fined Endesa Chile 13 UTA (approximately ThCh$6,599) for discharging liquid waste from the San Isidro II thermal plant during the cooling process in excess of the amount permitted under D.S. 90 on sulfate concentration.

Closed and paid.

 

    In July 2014 the Coronel Labor Directorate fined Endesa Chile for labor legislation violations relating to staff serving at the Bocamina plant. The infringements are: i) exceeding the maximum of two hours overtime per day; ii) not allowing staff to rest on Sundays; iii) incorrectly recording attendance; iv) exceeding the maximum 10-hour working day. The fine imposed for these offenses totaled Ch$10,122,720, which the company has paid in full.

Closed and paid.

2. – Pehuenche

 

    During the 2011 fiscal year, Empresa Eléctrica Pehuenche S.A. was fined 602 UTA , or approximately ThCh$298,084 by the SEF for the blackout that occurred on March 14, 2010. Pehuenche filed an appeal against the measure with the Santiago Court of Appeals, which rejected the appeal on January 18, 2013 and upheld the fine. Pehuenche filed an appeal against this ruling with the Supreme Court, which rejected the appeal on November 20, 2013, and upheld the fine but reduced the amount to 421 UTA, approximately ThCh$208,461.

Closed and paid.

 

    On October 2, 2013, the Superintendence of Securities and Insurance (SVS) fined Empresa Eléctrica Pehuenche S.A. and its Chief Executive Officer for alleged violations of Article 54 of Law 18,046 “over the right of all shareholders to examine the annual report, balance sheet, inventory, minutes, ledgers, and external auditors’ reports during the 15 days prior to a company’s ordinary shareholders’ meeting.” It resolved the following:

“To impose on Empresa Eléctrica Pehuenche S.A. and its Chief Executive Officer, Lucio Castro Márquez, a fine of 150 UF each for violation of Article 54 of Law 18,046 and Article 61 of the Regulations on Corporations in effect at the time the events penalized occurred.”

The fine was applied as a result of a claim made by Tricahue Inversiones S.A. against Pehuenche based on the fact that, on April 24, 2012, the Tricahue S.A. Chief Executive Officer went to Pehuenche’s

 

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offices to examine the minute book of the company’s Board of Directors and stated that he was first required to sign a statement of confidentiality and indemnity in Pehuenche’s favor, which he considered illegal and arbitrary.

On August 24, 2012, Tricahue Inversiones S.A. withdrew its complaint filed against Empresa Eléctrica Pehuenche S.A.

The company and its Chief Executive Officer, respectively, exercised the action provided for under Article 30 of Decree Law 3,538, within the conditions and time frame required, to file a claim against the SVS resolution with the ordinary courts of law to have the resolution revoked.

Finally, on May 20, 2014, the Court recognized the claim filed and revoked the sanction applied as groundless.

Closed.

3. – Chilectra

 

    Income for fiscal year 2012 (2011 business year): the SII fined Chilectra S.A. after an audit of the 2012 tax return which detected discrepancies in the determination of taxable net income, specifically in an amount deducted as a carryover loss. That entry had been adjusted as a result of audits of the entry corresponding to previous years, and it was lowered with respect to the amount declared at that time. Fine: Ch$114,291,807.

Closed and paid (June 2014).

 

    During the fiscal year 2012, Chilectra was sanctioned by the SEF with 19 fines amounting to ThCh$1,050,663.

 

    During the fiscal year 2013, Chilectra was sanctioned by the SEF with 7 fines amounting to ThCh$227,507.

 

    During the fiscal year 2014, Chilectra was sanctioned by the SEF with 8 fines amounting to ThCh$459,453.

b) Joint Ventures

1. – Transquillota

 

    During the 2012 fiscal year, Transquillota, in which Endesa Chile and Colbún each hold a 50% stake, was audited by the SII under an expense verification program, as the SII considers that certain entries such as depreciation of fixed assets were not properly handled. An administrative reconsideration for the Supervisory Review (RAF) was submitted explaining the differences. The SII accepted the company’s explanations and reduced the interest and fines payable to ThCh$19,208, which the company paid on March 27, 2013. Endesa Chile paid only 50% of the amount, or Thch$9,604.

 

    Closed and paid.

The Combined Group has not received any other fines from the SVS or from any other administrative authorities.

 

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38. ENVIRONMENT

Environmental expenses for the years ended December 31, 2014 and 2013 are as follows:

 

Company Incurring the Cost

  

Project

   12-31-2014
ThCh$
     12-31-2013
ThCh$
 

Endesa Chile S.A.

   Studies, monitoring, laboratory analysis, removal and final disposal of solid waste at hydroelectric power stations (HPS) and thermoelectric power stations.      1,894,105         1,996,818   

Chilectra

   Santa Elena Substation noise modeling, environmental consulting on the new Lo Aguirre-Cerro Navia line project, Santa Elena Substation noise mitigation project, ISO 14001 environmental compliance at substations, SpaceCab and preliminary assembly.      1,807,356         1,537,004   

Chilectra

   Hazardous waste management, pruning of trees and vegetation near high voltage, garden maintenance and weed removal at substations.      793,447         —     
     

 

 

    

 

 

 

Total

     4,494,908         3,533,822   
     

 

 

    

 

 

 

 

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39. FINANCIAL INFORMATION ON SUBSIDIARIES, SUMMARIZED

As of December 31, 2014 and 2013, summarized financial information of our principal combined entities prepared under IFRS and instructions from the SVS is as follows:

 

    12-31-2014  
    Type of
Financial
Statements
  Current
Assets
ThCh$
    Non-current
Assets
ThCh$
    Total
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Total
Liabilities
ThCh$
    Revenues
ThCh$
    Costs
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Grupo Chilectra S.A.

  Combined     283,754,811        698,940,269        982,695,080        261,250,997        51,025,398        312,276,395        1,127,892,544        (855,757,752     124,727,499        (4,520,678     120,206,821   

Grupo Inmobiliaria Manso de Velasco Ltda.

  Combined     47,631,734        12,103,210        59,734,944        3,605,662        526,608        4,132,270        12,596,339        (2,146,800     24,014,775        (39,600     23,975,175   

ICT Servicios Informáticos Ltda.

  Separate     2,214,084        555,542        2,769,626        3,005,476        1,069,158        4,074,634        4,978,226        —          (1,367,466     (162,551     (1,530,017

Empresa Eléctrica Pehuenche S.A.

  Separate     75,414,557        209,069,274        284,483,831        59,142,217        53,952,811        113,095,028        227,886,302        (34,362,209     143,162,280        (51,043     143,111,237   

Compañía Eléctrica Tarapacá S.A.

  Separate     77,067,775        450,573,978        527,641,753        110,849,007        30,918,614        141,767,621        318,959,142        (196,105,061     89,900,366        (604     89,899,762   

Soc. Concesionaria Túnel El Melón S.A.

  Separate     19,183,735        7,107,942        26,291,677        3,709,123        1,789,703        5,498,826        10,484,435        (3,751     5,830,719        (12,156     5,818,563   

Grupo Endesa Chile

  Combined     512,188,512        2,722,809,245        3,234,997,757        667,580,516        1,060,586,957        1,728,167,473        1,230,985,755        (750,216,671     129,068,163        (73,959,262     55,108,901   

Grupo Inversiones GasAtacama Holding Ltda.

  Combined     197,276,197        216,893,717        414,169,914        29,892,670        48,748,663        78,641,333        179,474,707        (99,313,387     29,364,528        51,288,697        80,653,225   
    12-31-2013  
    Type of
Financial
Statements
  Current
Assets
ThCh$
    Non-current
Assets
ThCh$
    Total
Assets
ThCh$
    Current
Liabilities
ThCh$
    Non-current
Liabilities
ThCh$
    Total
Liabilities
ThCh$
    Revenues
ThCh$
    Costs
ThCh$
    Profit
(Loss)
ThCh$
    Other
Comprehensive
Income
ThCh$
    Total
Comprehensive
Income
ThCh$
 

Grupo Chilectra S.A.

  Combined     166,075,023        658,527,962        824,602,985        (224,908,035     (43,620,084     (268,528,120     975,023,630        (860,816,204     114,207,426        (536,651     113,670,775   

Grupo Inmobiliaria Manso de Velasco Ltda.

  Combiend     28,152,699        38,156,192        66,308,891        (3,943,277     (460,705     (4,403,982     17,831,676        (8,884,221     8,947,455        (12,609     8,934,846   

ICT Servicios Informáticos Ltda.

  Separate     4,335,716        230,392        4,566,108        (3,866,062     (598,655     (4,464,717     5,445,388        (6,687,243     (1,241,856     (39,029     (1,280,885

Grupo Endesa Chile

  Combined     429,600,069        2,499,417,477        2,929,017,546        (680,108,401     (775,680,337     (1,455,788,737     970,047,909        (784,881,857     185,166,052        (38,539,136     146,626,916   

Endesa Eco S.A.

  Separate     —          —          —          —          —          —          48,938,968        (24,522,864     24,416,104        (15,989     24,400,115   

Empresa Eléctrica Pehuenche S.A.

  Separate     33,988,505        217,379,509        251,368,014        (35,867,416     (41,936,800     (77,804,216     192,839,780        (78,347,987     114,491,793        (13,866     114,477,927   

Compañía Eléctrica San Isidro S.A.

  Separate     —          —          —          —          —          —          211,140,517        (157,918,033     53,222,484        —          53,222,484   

Compañía Eléctrica Tarapacá S.A.

  Separate     74,282,837        428,366,270        502,649,107        (173,508,052     (25,716,898     (199,224,950     74,083,557        (66,581,674     7,501,883        5,793        7,507,676   

Soc. Concesionaria Túnel El Melón S.A.

  Separate     12,248,481        10,007,003        22,255,484        (3,182,462     (4,599,826     (7,782,288     10,301,994        (4,155,242     6,146,752        9,435        6,156,187   

 

40. SUBSEQUENT EVENTS

The accompanying combined financial statements reflect the combined operations of the Combined Group as it would have been incorporated following the spin-off, whose assumed date would have been January 1, 2013, and have been derived from historical financial information.

The combined financial statements reflect our evaluation of all events that have occurred subsequent to December 31, 2014 through November 30, 2015, which is the date that the combined financial statements are available to be issued.

 

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APPENDIX 1. ENERSIS CHILE COMBINED GROUP ENTITIES

This appendix is part of Note 2.4, “Combined entities.”

It presents the Combined Group’s percentage of control in each company.

 

Taxpayer ID Number

 

Company

  Currency   Percentage of control at
12/31/2014
    Percentage of control at
12/31/2013
    Percentage of control at
1/1/2013
    Type of
Relationship
    Country    

Activity

      Direct     Indirect     Total     Direct     Indirect     Total     Direct     Indirect     Total        

96,773,290-7

  Aguas Santiago Poniente S.A. (3)   Chilean peso     0.00     0.00     0.00     0.00     78.88     78.88     0.00     78.88     78.88     Subsidiary        Chile      Sanitation services

76,003,204-2

  Central Eólica Canela S.A.   Chilean peso     0.00     75.00     75.00     0.00     75.00     75.00     0.00     75.00     75.00     Subsidiary        Chile      Promotion and development of renewable energy projects

99,573,910-0

  Chilectra Inversud S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     0.00     100.00     100.00     Subsidiary        Chile      Portfolio company

96,800,570-7

  Chilectra S.A.   Chilean peso     99.08     0.01     99.09     99.08     0.01     99.09     99.08     0.01     99.09     Subsidiary        Chile      Ownership interest in companies of any nature

96,770,940-9

  Compañía Eléctrica Tarapacá S.A.   Chilean peso     3.78     96.21     99.99     3.78     96.21     99.99     3.78     96.21     99.99     Subsidiary        Chile      Complete electric energy cycle

96,764,840-K

  Constructora y Proyectos Los Maitenes
S.A. (3)
  Chilean peso     0.00     0.00     0.00     0.00     55.00     55.00     0.00     55.00     55.00     Subsidiary        Chile      Construction and facilities

96,783,910-8

  Empresa Eléctrica de Colina Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     0.00     100.00     100.00     Subsidiary        Chile      Complete energy cycle and related supplies

96,504,980-0

  Empresa Eléctrica Pehuenche S.A.   Chilean peso     0.00     92.65     92.65     0.00     92.65     92.65     0.00     92.65     92.65     Subsidiary        Chile      Complete electric energy cycle

91,081,000-6

  Empresa Nacional de Electricidad S.A   Chilean peso     59.98     0.00     59.98     59.98     0.00     59.98     59.98     0.00     59.98     Subsidiary        Chile      Complete electric energy cycle

76,014,570-K

  Inversiones GasAtacama Holding Ltda. (1)   U.S. dollar     0.00     100.00     100.00     0.00     50.00     50.00     0.00     50.00     50.00     Subsidiary        Chile      Natural gas transportation

96,830,980-3

  GasAtacama S.A.   U.S. dollar     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Exploitation, generation, transmission and distribution of electric energy and natural gas

78,932,860-9

  GasAtacama Chile S.A.   U.S. dollar     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Company management

77,032,280-4

  Gasoducto TalTal S.A.   Chilean peso     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Natural gas transportation, sale and distribution

78,952,420-3

  Gasoducto Atacama Argentina S.A.   U.S. dollar     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Natural gas exploitation and transportation

76,676,750-8

  GNL Norte S.A.   Chilean peso     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Energy and fuel production, transportation and distribution

76,107,186-6

  Servicios Informáticos e Inmobiliarios
Ltda. (2)
  Chilean peso     99.00     1.00     100.00     99.00     1.00     100.00     99.00     1.00     100.00     Subsidiary        Chile      Information Technology services

79,913,810-7

  Inmobiliaria Manso de Velasco Ltda. (2)   Chilean peso     99.99     0.00     99.99     99.99     0.00     99.99     99.99     0.00     99.99     Subsidiary        Chile      Construction and works

96,800,460-3

  Luz Andes Ltda.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     0.00     100.00     100.00     Subsidiary        Chile      Energy and fuel transportation, distribution and sales

96,905,700-K

  Progas S.A.   Chilean peso     0.00     100.00     100.00     0.00     0.00     0.00     0.00     0.00     0.00     Subsidiary        Chile      Purchase, production, transportation and commercial distribution of natural gas

77,047,280-6

  Sociedad Agrícola de Cameros Ltda.   Chilean peso     0.00     57.50     57.50     0.00     57.50     57.50     0.00     57.50     57.50     Subsidiary        Chile      Financial investments

96,671,360-7

  Sociedad Concesionaria Túnel El Melón S.A.   Chilean peso     0.00     100.00     100.00     0.00     100.00     100.00     0.00     100.00     100.00     Subsidiary        Chile      Execution, construction and operation of the El Melón tunnel

 

(1) On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada, (See Note 5).
(2) On December 31, 2014, Inmobiliaria Manso de Velasco was merged with ICT, the latter being the legal successor company under the name of Servicios Informáticos e Inmobiliarios Ltda.
(3) On 30 December 2014, the companies Aguas Santiago Poniente SA and Constructora y Proyectos los Maitenes SA were sold.

 

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Table of Contents

APPENDIX 2. CHANGES IN THE SCOPE OF COMBINATION

This appendix is part of Note 2.4.1 “Changes in the scope of combination”.

Incorporation into the scope of combination:

 

     Ownership Interest  

Company

   December 31, 2014  
     Direct     Indirect     Total     Consolidation Method  

Inversiones GasAtacama Holding Ltda

     0.00 %     100.00 %     100.00 %     Full integration  

Atacama Finance Co. (1)

     0.00 %     0.00 %     0.00 %     Full integration  

Energex Co. (1)

     0.00 %     0.00 %     0.00 %     Full integration  

GasAtacama S.A.

     0.00 %     100.00 %     100.00 %     Full integration  

GasAtacama Chile S.A.

     0.00 %     100.00 %     100.00 %     Full integration  

Gasoducto TalTal S.A.

     0.00 %     100.00 %     100.00 %     Full integration  

GNL Norte S.A.

     0.00 %     100.00 %     100.00 %     Full integration  

Progas S.A.

     0.00 %     100.00 %     100.00 %     Full integration  

See Note 2.4.1.

  (1) On 17 September 2014 the companies Atacama Finance Co and Energex Co were dissolved.

There were no incorporation of entites into the scope of combination as of December 31, 2013 and January 1, 2013.

Entities eliminated from the scope of combination:

 

     Ownership Interest  

Company

   December 31, 2014  
     Direct     Indirect     Total     Consolidation Method  

Aguas Santiago Poniente S.A.

     0.00 %     78.88 %     78.88 %     Full integration  

Constructora y Proyectos Los Maitenes S.A.

     0.00 %     55.00 %     55.00 %     Full integration  

There were no entities eliminated from the scope of combination as of December 31, 2013 and January 1, 2013.

 

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Table of Contents

APPENDIX 3. ASSOCIATED COMPANIES AND JOINT VENTURES

This appendix is part of Note 3.i, “Investments accounted for using the equity method”.

 

Taxpayer ID
No.

 

Company

(in alphabetical
order)

 

Currency

  Ownership Interest at
12/31/2014
    Ownership Interest at
12/31/2013
    Ownership Interest at
1/1/2013
   

Type of
Relationship

  Country  

Activity

      Direct     Indirect     Total     Direct     Indirect     Total     Direct     Indirect     Total        

96,806,130-5

  Electrogas S.A.   U.S. dollar     0.00     42.50     42.50     0.00     42.50     42.50     0.00     42.50     42.50   Associate   Chile   Portfolio company

76,418,940-K

  GNL Chile S.A.   Chilean peso     0.00     33.33     33.33     0.00     33.33     33.33     0.00     33.33     33.33   Associate   Chile   Promotion of liquefied natural gas supply project

76,788,080-4

  GNL Quintero S.A.   U.S. dollar     0.00     20.00     20.00     0.00     20.00     20.00     0.00     20.00     20.00   Associate   Chile   Development, design and supply of liquid natural gas regasifying terminal

76,652,400-1

  Centrales Hidroeléctricas De Aysén S.A.   Chilean peso     0.00     51.00     51.00     0.00     51.00     51.00     0.00     51.00     51.00   Joint venture   Chile   Development and operation of a hydroelectric plant

76,041,891-9

  Aysén Transmisión S.A.   Chilean peso     0.00     51.00     51.00     0.00     51.00     51.00     0.00     51.00     51.00   Joint venture   Chile   Development and operation of a hydroelectric plant

76,091,595-5

  Aysén Energía S.A.   Chilean peso     0.00     51.00     51.00     0.00     51.00     51.00     0.00     51.00     51.00   Joint venture   Chile   Development and operation of a hydroelectric plant

76,014,570-K

  Inversiones GasAtacama Holding Ltda. (1)   U.S. dollar     0.00     0.00     0.00     0.00     50.00     50.00     0.00     50.00     50.00   Joint venture   Chile   Natural gas transportation

77,017,930-0

  Transmisora Eléctrica de Quillota Ltda.   Chilean peso     0.00     50.00     50.00     0.00     50.00     50.00     0.00     50.00     50.00   Joint venture   Chile   Electric energy transportation and distribution

 

(1) On April 22, 2014, Endesa Chile acquired the remaining 50% equity interest in Inversiones GasAtacama Holding Limitada, (See Note 5).

 

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Table of Contents

APPENDIX 4. ADDITIONAL INFORMATION ON FINANCIAL DEBT

This appendix is part of Note 20, “Other financial liabilities.” The following tables present the contractual undiscounted cash flows by type of financial debt:

a) Bank borrowings

Summary of bank borrowings by currency and maturity

 

Country

  Currency     Effective
interest
rate
    Nominal
interest
rate
    Current     Non-Current  
        Maturity     Total
Current
12/31/2014
ThCh$
    Maturity     Total
Non-
Current
12/31/2014
ThCh$
 
        One to
three
months
ThCh$
    Three to
Twelve
months
ThCh$
      One to
two
years
ThCh$
    Two to
three
years
ThCh$
    Three
to four
years
ThCh$
    Four
to five
years
ThCh$
    More
than
five
years
ThCh$
   

Chile

  US$          6.32     5.98     20,269        1,020,576        1,040,845        —          —          —          —          —          —     

Chile

  Ch$          5.60     5.60     714        —         714        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          20,983        1,020,576        1,041,559        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Currency     Effective
interest
rate
    Nominal
interest
rate
    Current     Non-Current  
        Maturity     Total
Current
12/31/2013
ThCh$
    Maturity     Total
Non-
Current
12/31/2013
ThCh$
 
        One to
three
months
ThCh$
    Three to
Twelve
months
ThCh$
      One to
two
years
ThCh$
    Two to
three
years
ThCh$
    Three
to four
years
ThCh$
    Four
to five
years
ThCh$
    More
than
five
years
ThCh$
   

Chile

  US$          2.78     2.29     842,850        106,843,174        107,686,024        892,825        —          —          —          —          892,825   

Chile

  Ch$          5.67     5.67     119        —         119        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          842,969        106,843,174        107,686,143        892,825        —          —          —          —          892,825   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Country

  Currency     Effective
interest
rate
    Nominal
interest
rate
    Current     Non-Current  
        Maturity     Total
Current
1/1/2013
ThCh$
    Maturity     Total
Non-
Current
1/1/2013
ThCh$
 
        One to
three
months
ThCh$
    Three to
Twelve
months
ThCh$
      One to
two
years
ThCh$
    Two to
three
years
ThCh$
    Three
to four
years
ThCh$
    Four
to five
years
ThCh$
    More
than
five
years
ThCh$
   

Chile

  US$          2.39     1.76     818,386        2,531,449        3,349,835        98,174,784        807,675        —          —          —          98,982,459   

Chile

  Ch$          4.90     4.90     371        —         371        —          —          —          —          —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          818,757        2,531,449        3,350,206        98,174,784        807,675        —          —          —          98,982,459   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-230


Table of Contents

            Identification of bank borrowings by company

 

Taxpayer
ID Number

 

Company

  Country  

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    December 31, 2014  
                Maturity     Maturity  
                Less
than
90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.   Chile   Line of credit   Chile   Ch$     5.91     5.91     132        —         132        —         —         —         —         —         —     

91.081.000-6

  Endesa Chile S.A.   Chile   B.N.P. Paribas   U.S.A.   US$     6.32     5.98     20,269        1,020,576        1,040,845        —         —         —         —         —         —     

91.081.000-6

  Endesa Chile S.A.   Chile   Banco Santander   Chile   Ch$     6.00     6.00     582        —         582        —         —         —         —         —         —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  20,983        1,020,576        1,041,559        —          —          —          —          —          —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

 

Company

  Country  

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    December 31, 2013  
                Maturity     Maturity  
                Less
than 90
days
    More than
90 days
    Total
Current
    One to
two
years
    Two
to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.   Chile   Line of credit   Chile   Ch$     5.91     5.91     104        —         104        —         —         —         —         —         —     

94.271.00-3

  Enersis S.A.   Chile   Banco Santander Chile   Chile   Ch$     4.50     4.50     4        —         4        —         —         —         —         —         —     

79.913.810-7

  Manso de Velasco Ltda.   Chile   Banco Santander Chile   Chile   Ch$     6.00     6.00     4        —         4        —         —         —         —         —         —     

91.081.000-6

  Endesa Chile S.A.   Chile   B.N.P. Paribas   U.S.A.   US$     6.32     5.98     28,293        921,118        949,411        892,825        —         —         —         —         892,825   

91.081.000-6

  Endesa Chile S.A.   Chile   Banco Santander   Chile   Ch$     6.00     6.00     7        —         7        —         —         —         —         —         —    

91.081.000-6

  Endesa Chile S.A.   Chile   EDC   U.S.A.   US$     1.42     1.34     378,291        378,290        756,581        —         —         —         —         —         —    

91.081.000-6

  Endesa Chile S.A.   Chile   BBVA S.A.NY   U.S.A.   US$     1.56     0.99     436,266        105,543,766        105,980,032        —         —         —         —         —         —    
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  842,969        106,843,174        107,686,143        892,825        —          —          —          —          892,825   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

 

Company

  Country  

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    Janaury 1, 2013  
                Maturity     Maturity  
                Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two years
    Two to
three
years
    Three
to
four
years
    Four
to
five
years
    More
than
five
years
    Total
Non-
Current
 

96.800.570-7

  Chilectra S.A.   Chile   Líneas de crédito bancarias   Chile   Ch$     6.60     6.60     46          46        —         —         —         —         —         —     

94.271.00-3

  Enersis S.A.   Chile   Banco Santander Chile   Chile   Ch$     2.10     2.10     53          53        —         —         —         —         —         —     

91.081.000-6

  Endesa Chile S.A.   Chile   B.N.P. Paribas   U.S.A.   US$     6.32     5.98     31,301        859,843        891,144        849,410        807,675        —         —         —         1,657,085   

91.081.000-6

  Endesa Chile S.A.   Chile   Export Development Corpotation Loan   U.S.A.   US$     1.82     1.73     347,952        354,206        702,158        689,651          —         —         —         689,651   

91.081.000-6

  Endesa Chile S.A.   Chile   Banco Bilbao Vizcaya Argentaria S.A.NY   U.S.A.   US$     1.72     1.12     439,133        1,317,400        1,756,533        96,635,723          —         —         —         96,635,723   

91.081.000-6

  Endesa Chile S.A.   Chile   Banco Santander Chile (Linea Crédito)   Chile   Ch$     6.00     6.00     272          272        —         —         —         —         —         —     
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  818,757        2,531,449        3,350,206        98,174,784        807,675        —          —          —          98,982,459   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-231


Table of Contents

b) Secured and unsecured liabilities

Summary of secured and unsecured liabilities by currency and maturity

 

Country

   Currency    Effective
interest
rate
    Nominal
interest
rate
    Current      Non-Current  
          Maturity      Total
Current
12/31/2014

ThCh$
     Maturity      Total Non-
Current
12/31/2014

ThCh$
 
          One to
three
months
ThCh$
     Three to
Twelve
months
ThCh$
        One to
two years
ThCh$
     Two to
three
years
ThCh$
     Three to
four years
ThCh$
     Four to
five years
ThCh$
     More than
five years
ThCh$
    

Chile

   US$      7.61     7.17     9,028,616         144,138,509         153,167,125         25,547,239         25,547,239         25,547,239         25,547,239         733,419,902         835,608,858   

Chile

   U.F.      6.34     5.57     8,377,677         30,005,314         38,382,991         37,771,918         37,160,846         36,549,774         46,672,611         429,466,743         587,621,892   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

            17,406,293         174,143,823         191,550,116         63,319,157         62,708,085         62,097,013         72,219,850         1,162,886,645         1,423,230,750   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Country

   Currency    Effective
interest
rate
    Nominal
interest
rate
                         Non-Current  
          Maturity      Total
Current
12/31/2013

ThCh$
     Maturity      Total Non-
Current
12/31/2013

ThCh$
 
          One to
three
months
ThCh$
     Three to
Twelve
months
ThCh$
        One to two
years
ThCh$
     Two to
three
years
ThCh$
     Three to
four years
ThCh$
     Four to
five years
ThCh$
     More than
five years
ThCh$
    

Chile

   US$      7.95     7.62     5,738,678         17,216,036         22,954,714         124,912,501         13,505,570         13,505,570         13,505,570         399,525,039         564,954,250   

Chile

   U.F.      6.34     5.57     5,444,098         21,021,997         26,466,095         26,064,679         25,663,264         25,261,847         24,860,433         394,573,848         496,424,071   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

            11,182,776         38,238,033         49,420,809         150,977,180         39,168,834         38,767,417         38,366,003         794,098,887         1,061,378,321   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Country

   Currency    Effective
interest
rate
    Nominal
interest
rate
    Current      Non-Current  
          Maturity      Total
Current
1/1/2013

ThCh$
     Maturity      Total Non-
Current
1/1/2013

ThCh$
 
          One to
three
months
ThCh$
     Three to
Twelve
months
ThCh$
        One to
two years
ThCh$
     Two to
three years
ThCh$
     Three to
four years
ThCh$
     Four to
five years
ThCh$
     More than
five years
ThCh$
    

Chile

   US$      8.02     7.71     9,265,672         213,808,862         223,074,534         20,553,482         113,476,689         12,050,729         12,050,730         396,990,182         555,121,812   

Chile

   U.F.      6.34     5.57     5,802,114         21,972,628         27,774,742         27,359,583         26,944,423         26,529,265         26,114,104         418,783,834         525,731,209   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

            15,067,786         235,781,490         250,849,276         47,913,065         140,421,112         38,579,994         38,164,834         815,774,016         1,080,853,021   
         

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-232


Table of Contents

            Secured and unsecured liabilities by company

 

Taxpayer
ID Number

 

Company

  Country    

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    December 31, 2014  
                Maturity     Maturity  
                Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-1   U.S.A   US$     7.96     7.88     2,474,039        7,422,118        9,896,157        9,896,157        9,896,157        9,896,157        9,896,157        195,949,534        235,534,162   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-2   U.S.A   US$     7.40     7.33     789,495        2,368,484        3,157,979        3,157,979        3,157,979        3,157,979        3,157,979        77,747,246        90,379,162   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-3   U.S.A   US$     8.26     8.13     502,137        1,506,412        2,008,549        2,008,549        2,008,549        2,008,549        2,008,549        168,757,572        176,791,768   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - 144 - A   U.S.A   US$     8.83     8.63     2,641,806        124,978,079        127,619,885        —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Unica 24296   U.S.A   US$     5.30     4.25     2,621,139        7,863,416        10,484,555        10,484,554        10,484,554        10,484,554        10,484,554        290,965,550        332,903,766   

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander - 317 Serie-H   Chile   U.F.     7.17     6.20     2,174,007        11,394,304        13,568,311        12,957,238        12,346,166        11,735,094        11,124,022        73,777,578        121,940,098   

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander 522 Serie-M   Chile   U.F.     4.82     4.75     6,203,670        18,611,010        24,814,680        24,814,680        24,814,680        24,814,680        35,548,589        355,689,165        465,681,794   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  17,406,293        174,143,823        191,550,116        63,319,157        62,708,085        62,097,013        72,219,850        1,162,886,645        1,423,230,750   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

 

Company

  Country    

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    December 31, 2013  
                Maturity     Maturity  
                Less than
90 days
    More
than 90
days
    Total
Current
    One to two
years
    Two to
three
years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-1   U.S.A   US$     7.96     7.88     2,217,451        6,652,353        8,869,804        8,869,804        8,869,805        8,869,804        8,869,805        180,634,922        216,114,140   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-2   U.S.A   US$     7.40     7.33     708,960        2,126,881        2,835,841        2,835,842        2,835,841        2,835,842        2,835,841        68,415,434        79,758,800   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-3   U.S.A   US$     8.26     8.13     449,981        1,349,943        1,799,924        1,799,924        1,799,924        1,799,924        1,799,924        150,474,683        157,674,379   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - 144 - A   U.S.A   US$     8.83     8.63     2,362,286        7,086,859        9,449,145        111,406,931        —          —          —          —          111,406,931   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Unica 24296   U.S.A   US$     5.30     4.25     —         —          —          —          —          —          —          —          —     

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander -317 Serie-H   Chile   U.F.     7.17     6.20     1,528,468        9,275,107        10,803,575        10,402,159        10,000,743        9,599,327        9,197,912        71,006,646        110,206,787   

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander 522 Serie-M   Chile   U.F.     4.82     4.75     3,915,630        11,746,890        15,662,520        15,662,520        15,662,521        15,662,520        15,662,521        323,567,202        386,217,284   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  11,182,776        38,238,033        49,420,809        150,977,180        39,168,834        38,767,417        38,366,003        794,098,887        1,061,378,321   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

 

Company

  Country    

Financial Institution

  Country   Currency   Effective
Interest
Rate
    Nominal
Interest
Rate
    January 1, 2013  
                Maturity     Maturity  
                Less than
90 days
    More than
90 days
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total Non-
Current
 

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-1   U.S.A   US$     7.96     7.88     1,975,290        5,925,870        7,901,160        7,901,160        7,901,161        7,901,160        7,901,161        171,658,937        203,263,579   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-2   U.S.A   US$     7.40     7.33     630,588        1,891,764        2,522,352        2,522,351        2,522,352        2,522,351        2,522,352        78,366,028        88,455,434   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - Primera Emisión S-3   U.S.A   US$     8.26     8.13     406,804        1,220,413        1,627,217        1,627,218        1,627,217        1,627,218        1,627,217        146,965,217        153,474,087   

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - 144 - A   U.S.A   US$     8.50     8.35     4,127,302        198,393,750        202,521,052                —          —     

91.081.000-6

  Endesa Chile S.A.     Chile      BNY Mellon - 144-A   U.S.A   US$     8.83     8.63     2,125,688        6,377,065        8,502,753        8,502,753        101,425,959            —          109,928,712   

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander -317 Serie-H   Chile   U.F.     7.17     6.20     1,684,588        9,620,049        11,304,637        10,889,478        10,474,319        10,059,160        9,644,000        79,761,211        120,828,168   

91.081.000-6

  Endesa Chile S.A.     Chile      Banco Santander 522 Serie-M   Chile   U.F.     4.82     4.75     4,117,526        12,352,579        16,470,105        16,470,105        16,470,104        16,470,105        16,470,104        339,022,623        404,903,041   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                  15,067,786        235,781,490        250,849,276        47,913,065        140,421,112        38,579,994        38,164,834        815,774,016        1,080,853,021   
               

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-233


Table of Contents

c) Financial lease obligations

Financial lease obligations by company

 

Taxpayer
ID Number

  

Company

   Country   

Financial
Institution

   Country      Currency      Nominal
Interest
Rate
    December 31, 2014  
                    Maturity     Maturity  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
 

91.081.000-6

   Endesa Chile S.A.    Chile    Abengoa Chile      Chile         US$         6.50     652,199        1,957,446        2,609,645        2,611,991        2,614,490        2,617,151        2,619,984        12,287,815        22,751,431   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                      652,199        1,957,446        2,609,645        2,611,991        2,614,490        2,617,151        2,619,984        12,287,815        22,751,431   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

  

Company

   Country   

Financial
Institution

   Country      Currency      Nominal
Interest
Rate
    December 31, 2013  
                    Maturity     Maturity  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
 

91.081.000-6

   Endesa Chile S.A.    Chile    Abengoa Chile      Chile         US$         6.50     581,073        1,742,183        2,323,256        2,320,387        2,317,331        2,314,078        2,310,611        13,024,032        22,286,439   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                      581,073        1,742,183        2,323,256        2,320,387        2,317,331        2,314,078        2,310,611        13,024,032        22,286,439   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Taxpayer
ID Number

  

Company

   Country   

Financial
Institution

   Country      Currency      Nominal
Interest
Rate
    January 1, 2013  
                    Maturity     Maturity  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
 

91.081.000-6

   Endesa Chile S.A.    Chile    Abengoa Chile      Chile         US$         6.50     517,486        1,552,682        2,070,168        2,070,789        2,071,450        2,072,153        2,072,904        13,854,905        22,142,201   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                      517,486        1,552,682        2,070,168        2,070,789        2,071,450        2,072,153        2,072,904        13,854,905        22,142,201   
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-234


Table of Contents

d) Other obligations

 

Taxpayer ID
Number

  

Company

   Country   

Financial
Institution

   Country      Currency      Nominal
Interest
Rate
    January 1, 2013  
                    Maturity     Maturity  
                    Less
than 90
days
    More
than 90
days
    Total
Current
    One to
two
years
    Two to
three
years
    Three to
four
years
    Four to
five
years
    More
than five
years
    Total
Non-
Current
 

96.827.970-K

   Endesa Eco S.A.    Chile    Inversiones Centinela S.A.      Chile         US$         6.10     2,017,319        —          2,017,319        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                      2,017,319        —          2,017,319        —          —          —          —          —          —     
                   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-235


Table of Contents

APPENDIX 5. DETAILS OF ASSETS AND LIABILITIES IN FOREIGN CURRENCY

This appendix forms an integral part of the Enersis Chile’s financial statements.

The detail of assets and liabilities denominated in foreign currencies is the following:

 

ASSETS

   Foreign Currency    Functional Currency    12-31-2014
ThCh$
     12-31-2013
ThCh$
     1-1-2013
ThCh$
 

CURRENT ASSETS

              

Cash and cash equivalents

           91,039,422         97,562,458         875,924   
   U.S.
dollar
   Chilean peso      80,722,128         97,562,458         875,924   
   Argentine
peso
   U.S. dollar      6,110,560         
   Chilean
peso
   U.S. dollar      4,206,734         —           —     

Current accounts receivable from related companies

           14,039,935         28,384,147         13,434,569   
   U.S.
dollar
   Chilean peso      14,039,935         28,384,147         13,434,569   
        

 

 

    

 

 

    

 

 

 

TOTAL CURRENT ASSETS

           105,079,357         125,946,605         14,310,493   
        

 

 

    

 

 

    

 

 

 

NON- CURRENT ASSETS

              

Investments accounted for using the equity method

           27,794,762         15,039,447         9,407,276   
   U.S.
dollar
   Chilean peso      27,794,762         15,039,447         9,407,276   
        

 

 

    

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

           27,794,762         15,039,447         9,407,276   
        

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

           132,874,119         140,986,052         23,717,769   
        

 

 

    

 

 

    

 

 

 

 

F-236


Table of Contents
     Foreign
Currency
   Functional
Currency
  12-31-2014  
          Current Liabilities     Non-current Liabilities  
          90 days
or less
    91 days to
1 year
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
 
          ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$    

LIABILITIES

                       

Other current financial liabilities

   U.S. dollar    Chilean
peso
    9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
          9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

          9,701,084        147,116,531        156,817,615        28,159,230        28,161,729        28,164,390        28,167,223        745,707,717        858,360,289   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Foreign
Currency
   Functional
Currency
  12-31-2013  
          Current Liabilities     Non-current Liabilities  
          90 days
or less
    91 days to
1 year
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
 
          ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$    

LIABILITIES

                       

Other current financial liabilities

   U.S. dollar    Chilean
peso
    7,162,601        125,801,393        132,963,994        128,125,713        15,822,901        15,819,647        15,816,181        412,549,072        588,133,514   
          7,162,601        125,801,393        132,963,994        128,125,713        15,822,901        15,819,647        15,816,181        412,549,072        588,133,514   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

          7,162,601        125,801,393        132,963,994        128,125,713        15,822,901        15,819,647        15,816,181        412,549,072        588,133,514   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Foreign
Currency
   Functional
Currency
  1-1-2013  
          Current Liabilities     Non-current Liabilities  
          90 days or
less
    91 days to
1 year
    Total
Current
    One to
two years
    Two to
three years
    Three to
four years
    Four to
five years
    More than
five years
    Total
Non-current
 
          ThCh$     ThCh$       ThCh$     ThCh$     ThCh$     ThCh$     ThCh$    

LIABILITIES

                       

Other current financial liabilities

   U.S. dollar    Chilan
peso
    12,618,863        217,892,993        230,511,856        120,799,054        116,355,813        14,122,883        14,123,633        410,845,086        676,246,469   
          12,618,863        217,892,993        230,511,856        120,799,054        116,355,813        14,122,883        14,123,633        410,845,086        676,246,469   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

          12,618,863        217,892,993        230,511,856        120,799,054        116,355,813        14,122,883        14,123,633        410,845,086        676,246,469   
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-237


Table of Contents

APPENDIX 6. ADDITIONAL INFORMATION TRADE AND OTHER RECEIVABLES

This appendix forms an integral part of the Enersis Chile’s financial statements.

a) Portfolio stratification

 

    Trade and other receivables by aging:

 

Trade and other
current receivables

  Balance at  
  12-31-2014  
  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90
days

ThCh$
    91-120 days
ThCh$
    121-150
days

ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251
days ThCh$
    Total
Current

ThCh$
    Total
Non-
Current

ThCh$
 

Trade receivables, gross

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898        3,318,126   

Allowance for doubtful accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (22,030,558     (23,906,444     —     

Other receivables, gross

    117,362,474        —          —          —          —          —          —          —          —          —          117,362,474        4,178,286   

Allowance for doubtful accounts

    (5,928,723     —          —          —          —          —          —          —          —          —          (5,928,723     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    519,746,906        24,689,444        11,083,658        3,285,216        610,890        1,386,112        627,966        982,925        570,294        15,097,794        578,081,205        7,496,412   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trade and other
current receivables

  Balance at  
  12-31-2013  
  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90
days
ThCh$
    91-120 days
ThCh$
    121-150
days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251
days ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, gross

    198,677,570        28,534,523        9,663,543        1,290,763        1,226,819        21,888,357        1,314,153        1,230,286        607,250        34,719,942        299,153,206        2,864,459   

Allowance for doubtful accounts

    (388,875     (245,282     (292,237     (157,163     (178,308     (210,302     (107,083     (318,241     (103,035     (20,460,615     (22,461,141     —     

Other receivables, gross

    34,713,574        —          —          —          —          —          —          —          —          —          34,713,574        4,010,575   

Allowance for doubtful accounts

    (8,425,006     —          —          —          —          —          —          —          —          —          (8,425,006     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    224,577,263        28,289,241        9,371,306        1,133,600        1,048,511        21,678,055        1,207,070        912,045        504,215        14,259,327        302,980,633        6,875,034   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-238


Table of Contents

Trade and other
current receivables

  Balance at  
  1-1-2013  
  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90
days
ThCh$
    91-120 days
ThCh$
    121-150
days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251
days ThCh$
    Total
Current
ThCh$
    Total
Non-
Current
ThCh$
 

Trade receivables, gross

    166,636,732        20,586,674        6,781,074        2,042,335        1,020,396        1,691,470        432,151        1,367,349        255,818        33,254,139        234,068,138        3,343,742   

Allowance for doubtful accounts

    (327,240     (175,329     (182,625     (194,331     (145,518     (138,186     (95,129     (300,849     (78,723     (18,204,998     (19,842,928     —     

Other receivables, gross

    92,264,321        —          —          —          —          —          —          —          —          —          92,264,321        4,204,647   

Allowance for doubtful accounts

    (4,284,675                     —          (4,284,675     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    254,289,138        20,411,345        6,598,449        1,848,004        874,878        1,553,284        337,022        1,066,500        177,095        15,049,141        302,204,856        7,548,389   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    By type of portfolio:

 

Aging of balances

   Balance at  
   12-31-2014  
   Non-Renegotiated Portfolio      Renegotiated Portfolio      Total Gross Portfolio  
   Number of
customers
     Gross value      Number
of
customers
     Gross value      Number of
customers
     Gross value  
      ThCh$         ThCh$         ThCh$  

Current

     1,120,913         408,973,803         44,355         2,897,982         1,165,268         411,871,785   

1 to 30 days

     394,849         22,455,423         20,378         2,440,515         415,227         24,895,938   

31 to 60 days

     107,014         10,431,423         6,632         936,992         113,646         11,368,415   

61 to 90 days

     16,019         3,237,896         1,335         286,514         17,354         3,524,410   

91 to 120 days

     6,699         617,720         672         162,649         7,371         780,369   

121 to 150 days

     5,401         1,403,115         468         126,661         5,869         1,529,776   

151 to 180 days

     4,457         650,259         272         73,814         4,729         724,073   

181 to 210 days

     5,433         1,299,677         183         65,236         5,616         1,364,913   

211 to 250 days

     3,731         644,648         158         39,345         3,889         683,993   

More than 251 days

     91,978         29,615,862         4,650         7,512,490         96,628         37,128,352   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,756,494         479,329,826         79,103         14,542,198         1,835,597         493,872,024   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-239


Table of Contents

Aging of balances

   Balance at  
   12-31-2013  
   Non-Renegotiated Portfolio      Renegotiated Portfolio      Total Gross Portfolio  
   Number of
customers
     Gross value      Number of
customers
     Gross value      Number of
customers
     Gross value  
      ThCh$         ThCh$         ThCh$  

Current

     1,004,517         195,562,433         45,831         3,115,137         1,050,348         198,677,570   

1 to 30 days

     472,375         25,802,726         21,903         2,731,797         494,278         28,534,523   

31 to 60 days

     109,366         8,740,051         5,836         923,492         115,202         9,663,543   

61 to 90 days

     12,702         1,069,871         979         220,892         13,681         1,290,763   

91 to 120 days

     6,147         1,048,283         508         178,536         6,655         1,226,819   

121 to 150 days

     4,831         21,751,217         371         137,140         5,202         21,888,357   

151 to 180 days

     3,917         809,784         207         504,369         4,124         1,314,153   

181 to 210 days

     5,109         1,133,610         150         96,676         5,259         1,230,286   

211 to 250 days

     3,210         566,037         122         41,213         3,332         607,250   

More than 251 days

     162,041         26,972,677         5,295         7,747,265         167,336         34,719,942   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,784,215         283,456,689         81,202         15,696,517         1,865,417         299,153,206   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Aging of balances

   Balance at  
   1-1-2013  
   Non-Renegotiated Portfolio      Renegotiated Portfolio      Total Gross Portfolio  
   Number of
customers
     Gross value      Number of
customers
     Gross value      Number of
customers
     Gross value  
      ThCh$         ThCh$         ThCh$  

Current

     10,265,582         159,257,844         333,154         7,378,888         10,598,736         166,636,732   

1 to 30 days

     2,063,754         18,580,548         92,078         2,006,126         2,155,832         20,586,674   

31 to 60 days

     371,586         6,157,877         36,119         623,197         407,705         6,781,074   

61 to 90 days

     76,378         1,779,825         24,312         262,510         100,690         2,042,335   

91 to 120 days

     54,860         819,186         15,077         201,210         69,937         1,020,396   

121 to 150 days

     43,521         1,565,404         14,427         126,066         57,948         1,691,470   

151 to 180 days

     34,882         366,974         9,840         65,177         44,722         432,151   

181 to 210 days

     18,980         952,333         15,738         415,016         34,718         1,367,349   

211 to 250 days

     17,673         221,968         10,848         33,850         28,521         255,818   

More than 251 days

     312,567         26,832,198         22,929         6,421,941         335,496         33,254,139   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     13,259,784         216,534,157         574,521         17,533,981         13,834,305         234,068,138   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

b ) Portfolio in default and in legal collection process

 

Portfolio in Default and in Legal Collection
Process

   Balance at      Balance at      Balance at  
   12-31-2014      12-31-2013      1-1-2013  
   Number of
Clients
     Amount
ThCh$
     Number of
Clients
     Amount
ThCh$
     Number of
Clients
     Amount
ThCh$
 

Notes receivable in default

     2,039         269,934         2,095         275,052         2,240         270,358   

Notes receivable in legal collection process (*)

     3,898         6,983,415         3,344         5,606,201         2,605         4,642,597   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,937         7,253,349         5,439         5,881,253         4,845         4,912,955   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) Legal collections are included in the portfolio in arrears.

 

F-240


Table of Contents

c ) Provisions and write-offs

 

Provisions and Write-offs

   Balance at  
   12-31-2014      12-31-2013      1-1-2013  
   ThCh$      ThCh$      ThCh$  

Provision for non-renegotiated portfolio

     663,184         6,720,527         6,760,845   

Provision for renegotiated portfolio

     (7,584      1,220,240         (1,679,698

Write-offs during the period

     —           (1,182,223      (4,042,612

Recoveries during the period

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Total

     655,600         6,758,544         1,038,535   
  

 

 

    

 

 

    

 

 

 

d ) Number and value of operations

 

Number and Value of
Operations

  Balance at  
  12-31-2014     12-31-2013     1-1-2013  
  Total detail by
type of operation
Last Quarter
    Total detail by
type of operation
Annual
Accumulation
    Total detail by
type of
operation Last

Quarter
    Total detail by
type of operation
Annual
Accumulation
    Total detail by
type of
operation Last

Quarter
    Total detail by
type of operation
Annual
Accumulation
 
  ThCh$     ThCh$     ThCh$     ThCh$     ThCh$     ThCh$  

Impairment and recoveries

           

Number of operations

    1,811,109        1,811,109        1,850,913        1,838,395        1,678,934        1,678,934   

Value of operations, in ThCh$

    655,600        655,600        11,101,128        7,940,767        2,922,929        5,081,147   

 

F-241


Table of Contents

APPENDIX 6.1. SUPPLEMENTARY INFORMATION ON TRADE RECEIVABLES

This appendix forms an integral part of the Enersis Chile’s financial statements.

a) Portfolio stratification

 

    Trade receivables by aging:

 

Trade and other receivables

  Balance at  
  12-31-2014  
  Current
portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90
days
ThCh$
    91-120
days
ThCh$
    121-150
days
ThCh$
    151-180
days
ThCh$
    181-210
days
ThCh$
    211-250
days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-Current
ThCh$
 

Generation receivables

    215,515,564        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        221,279,184        —     

-Large customers

    215,515,564        1,126,379        2,211,459        498,757        165,805        16,224        203,213        4,742        11,386        1,475,172        221,228,701        —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —          —     

-Other

    —          —          —          50,483        —          —          —          —          —          —          50,483        —     

Allowance for doubtful accoutns

    —          —          —          —          —          —          —          —          —          (1,177,635     (1,177,635     —     

Unbilled services

    129,288,778        —          —          —          —          —          —          —          —          —          129,288,778        —     

Services billed

    86,226,786        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        91,990,406        —     

Distribution receivables

    193,038,095        23,769,559        9,156,956        2,975,170        614,564        1,513,552        520,860        1,360,171        672,607        35,653,180        269,274,714        3,318,126   

-Mass market customers

    148,429,749        16,970,890        6,872,321        1,012,684        474,373        337,101        258,211        486,833        154,843        17,153,968        192,150,973        2,358,478   

-Large customers

    39,530,019        6,327,489        1,561,755        1,708,259        6,617        357,959        231,579        662,941        217,543        8,790,763        59,394,924        550,439   

-Institutional customers

    5,078,327        471,180        722,880        254,227        133,574        818,492        31,070        210,397        300,221        9,708,449        17,728,817        409,209   

Allowance for doubtful accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (20,852,923     (22,728,809     —     

Unbilled services

    159,974,872        —          —          —          —          —          —          —          —          —          159,974,872        —     

Services billed

    33,063,222        23,769,559        9,156,956        2,975,170        614,564        1,513,552        520,860        1,360,171        672,607        35,653,180        109,299,841        3,318,126   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Gross

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898        3,318,126   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Allowance for doubtful accounts

    (240,504     (206,494     (284,757     (239,194     (169,479     (143,664     (96,107     (381,988     (113,699     (22,030,558     (23,906,444     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    408,313,155        24,689,444        11,083,658        3,285,216        610,890        1,386,112        627,966        982,925        570,294        15,097,794        466,647,454        3,318,126   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-242


Table of Contents

Trade and other receivables

  Balance at  
  12-31-2013  
  Current
portfolio
ThCh$
    1-30
days
ThCh$
    31-60
days
ThCh$
    61-90
days
ThCh$
    91-120
days
ThCh$
    121-150
days
ThCh$
    151-180
days
ThCh$
    181-210
days
ThCh$
    211-250
days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-Current
ThCh$
 

Generation receivables

    112,047,882        198        97,813        7        1,646        20,713,740        1,050        —          2        2,528,299        135,390,637        —     

-Large customers

    111,494,204        198        97,813        7        1,646        20,713,740        1,050        —          2        2,528,299        134,836,959        —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —          —     

-Other

    553,678        —          —          —          —          —          —          —          —          —          553,678        —     

Allowance for doubtful accoutns

    —          —          —          —          —          (55,494     —          —          —          (2,113,828     (2,169,322     —     

Unbilled services

    82,283,697        —          —          —          —          —          —          —          —          —          82,283,697        —     

Services billed

    29,764,185        198        97,813        7        1,646        20,713,740        1,050        —          2        2,528,299        53,106,940        —     

Distribution receivables

    86,629,688        28,534,325        9,565,730        1,290,756        1,225,173        1,174,617        1,313,103        1,230,286        607,248        32,191,643        163,762,569        2,864,459   

-Mass market customers

    43,088,700        19,834,133        6,915,311        747,993        460,339        399,548        207,620        393,091        141,548        14,890,334        87,078,617        2,372,520   

-Large customers

    39,209,364        8,175,587        2,190,001        401,817        97,703        274,715        467,769        408,799        17,783        6,988,976        58,232,514        331,849   

-Institutional customers

    4,331,624        524,605        460,418        140,946        667,131        500,354        637,714        428,396        447,917        10,312,333        18,451,438        160,090   

Allowance for doubtful accounts

    (388,875     (245,282     (292,237     (157,163     (178,308     (154,808     (107,083     (318,241     (103,035     (18,346,787     (20,291,819     —     

Unbilled services

    54,543,307        —          —          —          —          —          —          —          —          —          54,543,307        699,393   

Services billed

    32,086,381        28,534,325        9,565,730        1,290,756        1,225,173        1,174,617        1,313,103        1,230,286        607,248        32,191,643        109,219,262        2,165,066   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Gross

    198,677,570        28,534,523        9,663,543        1,290,763        1,226,819        21,888,357        1,314,153        1,230,286        607,250        34,719,942        299,153,206        2,864,459   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Allowance for doubtful accounts

    (388,875     (245,282     (292,237     (157,163     (178,308     (210,302     (107,083     (318,241     (103,035     (20,460,615     (22,461,141     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    198,288,695        28,289,241        9,371,306        1,133,600        1,048,511        21,678,055        1,207,070        912,045        504,215        14,259,327        276,692,065        2,864,459   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trade and other receivables

  Balance at  
  1-1-2013  
  Current
portfolio
ThCh$
    1-30
days
ThCh$
    31-60
days
ThCh$
    61-90
days
ThCh$
    91-120
days
ThCh$
    121-150
days
ThCh$
    151-180
days
ThCh$
    181-210
days
ThCh$
    211-250
days
ThCh$
    More than
251 days
ThCh$
    Total
Current
ThCh$
    Total
Non-Current
ThCh$
 

Generation receivables

    66,688,744        690,657        47,160        55,509        225,950        1,854        4,577        —          —          3,977,224        71,691,675        —     

-Large customers

    64,579,710        77,435        95        2        404        —          2        —          —          3,975,563        68,633,211        —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —          —     

-Other

    2,109,034        613,222        47,065        55,507        225,546        1,854        4,575        —          —          1,661        3,058,464        —     

Allowance for doubtful accoutns

    —          —          —          —          —          —          —          —          —          (2,615,893     (2,615,893  

Unbilled services

    41,575,275        —          —          —          —          —          —          —          —          —          41,575,275        —     

Services billed

    25,113,469        690,657        47,160        55,509        225,950        1,854        4,577        —          —          3,977,224        30,116,400        —     

Distribution receivables

    99,947,988        19,896,017        6,733,914        1,986,826        794,446        1,689,616        427,574        1,367,349        255,818        29,276,915        162,376,463        3,343,742   

-Mass market customers

    52,941,796        13,669,680        4,052,703        866,507        463,935        296,526        227,916        331,750        147,860        13,029,363        86,028,036        2,645,462   

-Large customers

    38,636,985        5,518,006        2,315,421        815,384        146,301        333,926        24,988        161,295        5,076        6,001,142        53,958,524        528,630   

-Institutional customers

    8,369,207        708,331        365,790        304,935        184,210        1,059,164        174,670        874,304        102,882        10,246,410        22,389,903        169,650   

Allowance for doubtful accounts

    (327,240     (175,329     (182,625     (194,331     (145,518     (138,186     (95,129     (300,849     (78,723     (15,589,105     (17,227,035  

Unbilled services

    54,348,384        —          —          —          —          —          —          —          —          —          54,348,384        685,327   

Services billed

    45,599,606        19,896,017        6,733,914        1,986,826        794,446        1,689,616        427,574        1,367,349        255,818        29,276,915        108,028,081        2,658,416   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Gross

    166,636,732        20,586,674        6,781,074        2,042,335        1,020,396        1,691,470        432,151        1,367,349        255,818        33,254,139        234,068,138        3,343,742   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Allowance for doubtful accounts

    (327,240     (175,329     (182,625     (194,331     (145,518     (138,186     (95,129     (300,849     (78,723     (18,204,998     (19,842,928     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Trade Receivables, Net

    166,309,492        20,411,345        6,598,449        1,848,004        874,878        1,553,284        337,022        1,066,500        177,095        15,049,141        214,225,210        3,343,742   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Since not all of our commercial databases in our Group’s different combined entities distinguish whether the final electricity service consumer is a natural or legal person, the main management segmentation used by all the combined entities to monitor and follow up on trade receivables is the following:

 

    Large customers

 

    Institutional customers

 

    Mass-market customers

 

F-243


Table of Contents

- By type of portfolio:

 

Portfolio Type

  Balance at  
  12-31-2014  
  Current portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251 days
ThCh$
    Total Gross Portfolio
ThCh$
 

GENERATION

                     

Non-Renegotiated Portfolio

    215,515,564        1,126,379        2,211,459        549,240        165,805        16,224        203,213        4,742        11,386        1,475,172        221,279,184   

-Large customers

    215,515,564        1,126,379        2,211,459        498,757        165,805        16,224        203,213        4,742        11,386        1,475,172        221,228,701   

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    —          —          —          50,483        —          —          —          —          —          —          50,483   

Renegotiated Portfolio

    —          —          —          —          —          —          —          —          —          —          —     

-Large customers

    —          —          —          —          —          —          —          —          —          —          —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    —          —          —          —          —          —          —          —          —          —          —     

DISTRIBUTION

                     

Non-Renegotiated Portfolio

    190,140,113        21,329,044        8,219,964        2,688,656        451,915        1,386,891        447,046        1,294,935        633,262        28,140,690        254,732,516   

-Mass market customers

    146,243,855        14,632,805        5,935,329        736,267        311,815        210,642        184,854        421,774        115,498        9,683,090        178,475,929   

-Large customers

    39,239,436        6,240,396        1,561,755        1,698,236        6,617        357,959        231,579        662,941        217,543        8,774,211        58,990,673   

-Institutional customers

    4,656,822        455,843        722,880        254,153        133,483        818,290        30,613        210,220        300,221        9,683,389        17,265,914   

Renegotiated Portfolio

    2,897,982        2,440,515        936,992        286,514        162,649        126,661        73,814        65,236        39,345        7,512,490        14,542,198   

-Mass market customers

    2,185,893        2,338,085        936,992        276,417        162,558        126,459        73,357        65,059        39,345        7,470,878        13,675,043   

-Large customers

    290,583        87,093        —          10,023        —          —          —          —          —          16,552        404,251   

-Institutional customers

    421,506        15,337        —          74        91        202        457        177        —          25,060        462,904   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross portfolio

    408,553,659        24,895,938        11,368,415        3,524,410        780,369        1,529,776        724,073        1,364,913        683,993        37,128,352        490,553,898   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Portfolio Type

  Balance at  
  12-31-2013  
  Current portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251 days
ThCh$
    Total Gross Portfolio
ThCh$
 

GENERATION

                     

Non-Renegotiated Portfolio

    112,047,882        198        97,813        7        1,646        20,713,740        1,050        —          2        2,528,299        135,390,637   

-Large customers

    111,494,204        198        97,813        7        1,646        20,713,740        1,050        —          2        2,528,299        134,836,959   

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    553,678        —          —          —          —          —          —          —          —          —          553,678   

Renegotiated Portfolio

    —          —          —          —          —          —          —          —          —          —          —     

-Large customers

    —          —          —          —          —          —          —          —          —          —          —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    —          —          —          —          —          —          —          —          —          —          —     

DISTRIBUTION

                     

Non-Renegotiated Portfolio

    83,514,551        25,802,528        8,642,238        1,069,864        1,046,637        1,037,477        808,734        1,133,610        566,035        24,444,378        148,066,052   

-Mass market customers

    71,602,345        17,143,040        5,992,086        552,135        312,374        264,085        131,165        342,224        103,494        7,465,923        103,908,871   

-Large customers

    7,679,208        8,174,806        2,190,001        400,524        67,211        274,715        467,769        399,196        14,624        6,904,062        26,572,116   

-Institutional customers

    4,232,998        484,682        460,151        117,205        667,052        498,677        209,800        392,190        447,917        10,074,393        17,585,065   

Renegotiated Portfolio

    3,115,137        2,731,797        923,492        220,892        178,536        137,140        504,369        96,676        41,213        7,747,265        15,696,517   

-Mass market customers

    3,000,800        2,691,093        923,226        195,857        147,966        135,463        76,455        50,866        38,054        7,424,411        14,684,191   

-Large customers

    15,711        781        —          1,294        30,492        —          —          9,603        3,159        84,914        145,954   

-Institutional customers

    98,626        39,923        266        23,741        78        1,677        427,914        36,207        —          237,940        866,372   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross portfolio

    198,677,570        28,534,523        9,663,543        1,290,763        1,226,819        21,888,357        1,314,153        1,230,286        607,250        34,719,942        299,153,206   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-244


Table of Contents

 

Portfolio Type

  Balance at  
  1-1-2013  
  Current portfolio
ThCh$
    1-30 days
ThCh$
    31-60 days
ThCh$
    61-90 days
ThCh$
    91-120 days
ThCh$
    121-150 days
ThCh$
    151-180 days
ThCh$
    181-210 days
ThCh$
    211-250 days
ThCh$
    More than 251 days
ThCh$
    Total Gross Portfolio
ThCh$
 

GENERATION

                     

Non-Renegotiated Portfolio

    66,688,744        690,657        47,160        55,509        225,950        1,854        4,577        —          —          3,977,224        71,691,675   

-Large customers

    64,579,710        77,435        95        2        404        —          2        —          —          3,975,563        68,633,211   

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    2,109,034        613,222        47,065        55,507        225,546        1,854        4,575        —          —          1,661        3,058,464   

Renegotiated Portfolio

    —          —          —          —          —          —          —          —          —          —          —     

-Large customers

    —          —          —          —          —          —          —          —          —          —          —     

-Institutional customers

    —          —          —          —          —          —          —          —          —          —          —     

-Other

    —          —          —          —          —          —          —          —          —          —          —     

DISTRIBUTION

                     

Non-Renegotiated Portfolio

    92,569,100        17,889,891        6,110,717        1,724,316        593,236        1,563,550        362,397        952,333        221,968        22,854,974        144,842,482   

-Mass market customers

    46,823,731        11,744,808        3,437,068        644,271        307,599        198,344        163,068        284,314        117,169        6,748,419        70,468,791   

-Large customers

    38,425,833        5,454,674        2,315,421        787,328        101,536        333,926        24,988        151,693        1,917        5,931,605        53,528,921   

-Institutional customers

    7,319,536        690,409        358,228        292,717        184,101        1,031,280        174,341        516,326        102,882        10,174,950        20,844,770   

Renegotiated Portfolio

    7,378,888        2,006,126        623,197        262,510        201,210        126,066        65,177        415,016        33,850        6,421,941        17,533,981   

-Mass market customers

    6,118,065        1,924,871        615,635        222,235        156,335        98,182        64,848        47,435        30,691        6,280,943        15,559,240   

-Large customers

    211,152        63,333        —          28,056        44,766        —          —          9,603        3,159        69,537        429,606   

-Institutional customers

    1,049,671        17,922        7,562        12,219        109        27,884        329        357,978        —          71,461        1,545,135   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross portfolio

    166,636,732        20,586,674        6,781,074        2,042,335        1,020,396        1,691,470        432,151        1,367,349        255,818        33,254,139        234,068,138   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-245


Table of Contents

APPENDIX 6.2. ESTIMATED SALES AND PURCHASES OF ENERGY AND CAPACITY

This appendix forms an integral part of the Enersis Chile’s financial statements.

 

     CHILE      TOTAL  
     12-31-2014      12-31-2014  

BALANCE

   Energy and
Tolls
     Capacity      Energy and
Tolls
     Capacity  

Current accounts receivable from related companies

     212,000         109,588         212,000         109,588   

Trade and other current receivables

     245,764,182         14,741,243         245,764,182         14,741,243   

Total Estimated Assets

     245,976,182         14,850,831         245,976,182         14,850,831   

Current accounts payable to related companies

     1,547,416         71,570         1,547,416         71,570   

Trade and other current payables

     75,929,064         26,185,456         75,929,064         26,185,456   

Total Estimated Liabilities

     77,476,480         26,257,026         77,476,480         26,257,026   

INCOME STATEMENT

           

Energy Sales

     212,420,675         10,496,376         212,420,675         10,496,376   

Energy Purchases

     38,827,589         10,873,645         38,827,589         10,873,645   

 

F-246


Table of Contents

APPENDIX 7. DETAILS OF DUE DATES OF PAYMENTS TO SUPPLIERS

This appendix forms an integral part of the Enersis Chile’s financial statements.

 

     Balance at  
     12-31-2014  
     Goods      Services      Other      Total  

Suppliers with Current Payments

   ThCh$      ThCh$      ThCh$      ThCh$  

Up to 30 days

     —           80,138,994         60,130,466         140,269,460   

From 31 to 60 days

     —           —           —           —     

From 61 to 90 days

     —           —           —           —     

From 91 to 120 days

     —           —           —           —     

From 121 to 365 days

     —           —           —           —     

More than 365 days

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           80,138,994         60,130,466         140,269,460   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Balance at  
     12-31-2014  
     Goods      Services      Other      Total  

Suppliers with Past-Due Payments

   ThCh$      ThCh$      ThCh$      ThCh$  

Up to 30 days

     —           —           —           —     

From 31 to 60 days

     —           —           —           —     

From 61 to 90 days

     —           —           —           —     

From 91 to 120 days

     —           —           —           —     

From 121 to 180 days

     —           —           —           —     

More than 180 days

     —           1,137,018         —           1,137,018   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —           1,137,018         —           1,137,018   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-247

EX-15.1 2 filename2.htm EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the reference to our firm under the caption “Statements by Experts” and to the use of our reports dated February 25, 2016, with respect to the interim combined financial statements of Enersis Chile as of September 30, 2015 and for the nine-month period then ended, and December 4, 2015, with respect to the combined financial statements of Enersis Chile as of December 31, 2014, 2013 and January 1, 2013, and for the years ended December 31, 2014 and 2013, included in this Registration Statement on Form 20-F of Enersis Chile.

 

/s/    EY Ltda.

 

EY Ltda.

Santiago, Chile

February 25, 2016

 

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