22) EQUITY
a) Capital
According to its Articles of Incorporation, the Company is authorized to increase its share capital up to 1,850,000,000 common and preferred shares. The Board of Directors is the competent body to decide on any increase and consequent issue of new shares within the authorized capital limit.
Nevertheless, Brazil’s Corporation Law (Law nº 6404/76, Article 166, item IV) - establishes that capital may be increased by means of a Special Shareholders’ Meeting resolution to decide about amendments to the Articles of Incorporation, if authorized capital increase limit has been reached.
Capital increases do not necessarily observe the proportion between the number of shares of each class to be maintained, however the number of non-voting or restricted-voting preferred shares must not exceed 2/3 of total shares issued.
Preferred shares are non-voting, except for cases set forth in Articles 9 and 10 of the Articles of Incorporation, but have priority in the event of reimbursement of capital, without premium, and are entitled to dividends 10% higher than those paid on common shares, as per article 7 of the Company’s Articles of Incorporation and item II, paragraph 1, article 17 of Law No. 6404/76.
Preferred shares are also entitled to full voting rights if the Company fails to pay the minimum dividend to which they are entitled for three consecutive financial years and this right will be kept until payment of said dividend.
Subscribed and paid-in capital at December 31, 2017 and 2016 amounted to R$63,571,416, divided into shares without par value, held as follows:
At December 31, 2017
|
|
Common Shares |
|
Preferred Shares |
|
Grand Total |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders |
|
Number |
|
% |
|
Number |
|
% |
|
Number |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling Group |
|
540,033,264 |
|
94.47 |
% |
704,207,855 |
|
62.91 |
% |
1,244,241,119 |
|
|
73.58 |
% |
Telefónica Latinoamérica Holding, S.L. |
|
46,746,635 |
|
8.18 |
% |
360,532,578 |
|
32.21 |
% |
407,279,213 |
|
|
24.09 |
% |
Telefónica S.A. |
|
198,207,608 |
|
34.67 |
% |
305,122,195 |
|
27.26 |
% |
503,329,803 |
|
|
29.76 |
% |
SP Telecomunicações Participações Ltda |
|
294,158,155 |
|
51.46 |
% |
38,537,435 |
|
3.44 |
% |
332,695,590 |
|
|
19.67 |
% |
Telefónica Chile S.A. |
|
920,866 |
|
0.16 |
% |
15,647 |
|
0.00 |
% |
936,513 |
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other shareholders |
|
29,320,789 |
|
5.13 |
% |
415,131,868 |
|
37.09 |
% |
444,452,657 |
|
|
26.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Shares |
|
2,290,164 |
|
0.40 |
% |
983 |
|
0.00 |
% |
2,291,147 |
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares |
|
571,644,217 |
|
100.00 |
% |
1,119,340,706 |
|
100.00 |
% |
1,690,984,923 |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Shares |
|
(2,290,164) |
|
|
|
(983) |
|
|
|
(2,291,147) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding |
|
569,354,053 |
|
|
|
1,119,339,723 |
|
|
|
1,688,693,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
Common Shares |
|
Preferred Shares |
|
Grand Total |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders |
|
Number |
|
% |
|
Number |
|
% |
|
Number |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling Group |
|
540,033,264 |
|
94.47 |
% |
704,207,855 |
|
62.91 |
% |
1,244,241,119 |
|
|
73.58 |
% |
Telefónica Latinoamérica Holding, S.L. |
|
46,746,635 |
|
8.18 |
% |
360,532,578 |
|
32.21 |
% |
407,279,213 |
|
|
24.09 |
% |
Telefónica S.A. |
|
198,207,608 |
|
34.67 |
% |
305,122,195 |
|
27.26 |
% |
503,329,803 |
|
|
29.76 |
% |
SP Telecomunicações Participações Ltda |
|
294,158,155 |
|
51.46 |
% |
38,537,435 |
|
3.44 |
% |
332,695,590 |
|
|
19.67 |
% |
Telefónica Chile S.A. |
|
920,866 |
|
0.16 |
% |
15,647 |
|
0.00 |
% |
936,513 |
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other shareholders |
|
29,320,789 |
|
5.13 |
% |
415,132,512 |
|
37.09 |
% |
444,453,301 |
|
|
26.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Shares |
|
2,290,164 |
|
0.40 |
% |
339 |
|
0.00 |
% |
2,290,503 |
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares |
|
571,644,217 |
|
100.00 |
% |
1,119,340,706 |
|
100.00 |
% |
1,690,984,923 |
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Shares |
|
(2,290,164) |
|
|
|
(339) |
|
|
|
(2,290,503) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding |
|
569,354,053 |
|
|
|
1,119,340,367 |
|
|
|
1,688,694,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b) Capital reserves
b.1) Special goodwill reserve
This represents the tax benefit generated by the merger of Telefonica Data do Brasil Ltda. which will be capitalized in favor of the controlling shareholders (SPTE Participações Ltda) after the tax credits are realized under the terms of CVM Ruling No. 319/99. The balance of this account at December 31, 2017 and 2016 was R$63,074.
b.2) Other capital reserves
The breakdown as of December 31, 2017 and 2016 is as follows.
|
|
12.31.17 |
|
12.31.16 |
Excess of the value in the issue or capitalization, in relation to the basic value of the share on the issue date (1) |
|
2,735,930 |
|
2,735,930 |
Cancelation of treasury shares according to the Special Shareholders' Meeting (SGM) of 3/12/15 (2) |
|
(112,107) |
|
(112,107) |
Direct costs of capital increases (3) |
|
(62,433) |
|
(62,433) |
Incorporation of shares of GVTPart. (4) |
|
(1,188,707) |
|
(1,188,707) |
Effects of the acquisition of Lemontree and GTR by Company and Tglog by TData (5) |
|
(75,388) |
|
(75,388) |
Preferred shares delivered referring to the judicial process of expansion plan (6) |
|
2 |
|
2 |
Effects of the acquisition of Terra Networks Brasil by TData (7) |
|
(59,029) |
|
— |
Total |
|
1,238,268 |
|
1,297,297 |
(1)Refers to the excess of the value in the issue or capitalization, in relation to the basic value of the share on the issue date.
(2)The cancellation of 2,332,686 shares issued by the Company, held in treasury, approved at the Special Shareholders' Meeting held on March 12, 2015.
(3)Refers to direct costs (net of taxes) of Company capital increases on April 28, 2015 and April 30, 2015, arising from the Primary Offering of Shares.
(4)Refers to the difference between the economic values of the merger of shares of GVTPart. and market value of shares, issued on the transaction closing date.
(5)Regarding the effects of the acquisition of shares of non-controlling shareholders that, with the adoption of IFRS 10, would be recorded in equity when there is no change in the shareholding control.
(6)Refers to the effects of write-offs due to the transfer of 62 preferred shares in treasury to outstanding shares, for compliance with judicial process decisions in which the Company is involved regarding rights to the complementary receipt of shares calculated in relation to network expansion plans after 1996.
(7)Refers to the effects of TData's acquisition of Terra Networks, related to the difference between the consideration given in exchange for the equity interest obtained and the value of the net assets acquired (note 1 c.1).
b.3) Treasury shares
The Company's shares held in treasury whose balance is resulting: (i) of the exercise of the right to withdraw from the Company's common and preferred shareholders, who expressed their dissent regarding the acquisition of GVTPart (see Note 1.c3); (ii) the acquisition of preferred shares in the financial market in accordance with the share buyback program in effect at the time of the transaction (see Note 22.f); and (iii) transfers of preferred shares, related to compliance with court decisions in which the Company is involved, which deals with rights to the complementary receipt of shares calculated in relation to network expansion plans after 1996.
The table below shows the changes in this caption for the year ended December 31, 2017 and 2016.
|
|
Shares |
|
In thousands of |
||||
Treasury stock |
|
Common shares |
|
Preferred shares |
|
Total |
|
reais |
At 12.31.15 |
|
2,290,164 |
|
734 |
|
2,290,898 |
|
(87,805) |
Transfer of lawsuits concerning judicial proceedings (1) |
|
— |
|
(395) |
|
(395) |
|
15 |
At 12.31.16 |
|
2,290,164 |
|
339 |
|
2,290,503 |
|
(87,790) |
Acquisition of shares in the financial market (2) |
|
— |
|
706 |
|
706 |
|
(32) |
Transfer of lawsuits concerning judicial proceedings (1) |
|
— |
|
(62) |
|
(62) |
|
2 |
At 12.31.17 |
|
2,290,164 |
|
983 |
|
2,291,147 |
|
(87,820) |
(1) |
Refers to the transfer of preferred shares in treasury to outstanding shares to comply with decisions of lawsuits in which the Company is involved that deals with rights to the complementary receipt of shares calculated in relation to plans to expand the network after 1996. |
(2) |
The Company acquired preferred shares issued by the Company in the financial market: (i) on June 1, 2017, 45 shares at a unit price of R$ 47.31, totaling R$ 2; and (ii) on July 5, 2017, 661 shares at a unit price of R$45.26, totaling R$32. |
c) Income reserves
The amounts of the income reserves are distributed as follows:
|
|
|
|
Expansion and |
|
|
|
|
|
|
|
|
Modernization |
|
|
|
|
|
|
Legal reserve (1) |
|
Reserve (2) |
|
Tax incentives (3) |
|
Total |
At 12.31.15 |
|
1,703,643 |
|
700,000 |
|
6,928 |
|
2,410,571 |
Reversal of reserves |
|
— |
|
(700,000) |
|
— |
|
(700,000) |
Recording of reserves |
|
204,262 |
|
550,000 |
|
10,141 |
|
764,403 |
At 12.31.16 |
|
1,907,905 |
|
550,000 |
|
17,069 |
|
2,474,974 |
Reversal of reserves |
|
— |
|
(550,000) |
|
— |
|
(550,000) |
Recording of reserves |
|
230,439 |
|
297,000 |
|
10,815 |
|
538,254 |
At 12.31.17 |
|
2,138,344 |
|
297,000 |
|
27,884 |
|
2,463,228 |
(1) |
This reserve is set up by allocation of 5% of the net income for the year, up to the limit of 20% of the paid-up capital. Legal reserve will only be used to increase capital and offset accumulated losses. |
(2) |
This reserve is constituted based on the capital budget, whose purpose is to guarantee the expansion of the network capacity to meet the Company's increasing demand and guarantee the quality of service rendering. In accordance with Article 196 of Law No. 6404/76, the capital budget will be submitted for appreciation and approval by the Shareholders' Meeting. |
(3) |
The Company has State VAT (ICMS) tax benefits in the states of Minas Gerais and Espírito Santo, relating to tax credits approved by the relevant bodies of said states, in connection with investments in the installation of SMP support equipment, fully operational, in accordance with the rules in force, ensuring that the localities listed in the call for bid be included in the SMP coverage area. The portion of profit subject to the incentive was excluded from dividend calculation, and may be used only in the event of capital increase or loss absorption. |
d) Dividend and interest on equity
d.1) Additional dividends proposed for 2016
On April 26, 2017, the Company's Ordinary General Meeting approved the allocation of proposed additional dividends for 2016, not yet distributed, amounting of R$1,913,987, equivalent to R$1.06295487663 and R$1.16925036430 for common and preferred shares, respectively, to the holders of common and preferred shares that were registered in the Company's records at the end of the day of the Ordinary General Meeting. The amount will be paid as of December 13, 2017.
d.2) Remuneration to shareholders
The dividends are calculated in accordance with the Company Articles of Incorporation and the Corporation Law. The table below shows the calculation of dividends and interest on equity for 2017 and 2016:
|
|
2017 |
|
2016 |
Net income for the year |
|
4,608,790 |
|
4,085,242 |
Allocation to legal reserve |
|
(230,439) |
|
(204,262) |
Total |
|
4,378,351 |
|
3,880,980 |
(-) Tax incentives - not distributable |
|
(10,815) |
|
(10,141) |
Adjusted net income |
|
4,367,536 |
|
3,870,839 |
|
|
|
|
|
IOE distributed for the year: |
|
2,416,639 |
|
2,172,145 |
Interest on equity (gross) |
|
2,416,639 |
|
2,172,145 |
Balance of unallocated net income |
|
1,950,897 |
|
1,698,694 |
(+) Reversal special reserve for modernization and expansion |
|
550,000 |
|
700,000 |
(+) Expired equity instruments |
|
101,778 |
|
221,559 |
(+-) Actuarial gains (losses) recognized and effect of limitation of surplus plan assets, net of taxes and other changes |
|
(113,811) |
|
(156,266) |
Income available to be distributed |
|
2,488,864 |
|
2,463,987 |
|
|
|
|
|
Proposal for Distributions: |
|
|
|
|
Special reserve for modernization and expansion |
|
297,000 |
|
550,000 |
Additional proposed dividends |
|
2,191,864 |
|
1,913,987 |
Total |
|
2,488,864 |
|
2,463,987 |
|
|
|
|
|
Mandatory minimum dividend - 25% of adjusted net income |
|
1,091,884 |
|
967,710 |
The manner proposed by management for payment of dividends was:
For 2017: The remaining unallocated balance of net income for the year ended December 31, 2017, amounting to R$1,950,897, plus equity instruments lapsed in 2017 amounting to R$101,778 and reversal special reserve for expansion and modernization of 2016 amounting to R$550,000 and less other comprehensive income amounting to R$113,811, totaling R$2,488,864. The amount of R$297,000 was classified as "Special Reserve for Expansion and Modernization" and R$2,191,864 was classified as additional proposed dividends in accordance with the management proposal for allocation of income for the year, submitted and approved at the General Shareholders’ Meeting.
For 2016: The remaining unallocated balance of net income for the year ended December 31, 2016, amounting to R$1,698,694, plus equity instruments lapsed in 2016 amounting to R$221,559 and reversal special reserve for expansion and modernization of 2016 amounting to R$700,000 and less other comprehensive income amounting to R$156,266, totaling R$2,463,987. The amount of R$550,000 was classified as "Special Reserve for Expansion and Modernization" and R$1,913,987 was classified as additional proposed dividends in accordance with the management proposal for allocation of income for the year, submitted and approved at the General Shareholders’ Meeting at April 27, 2017.
Total proposed dividend for deliberation - per share |
|
2017 |
|
2016 |
Common shares |
|
1.217277 |
|
1.062955 |
Preferred shares (1) |
|
1.339005 |
|
1.169250 |
(1) |
10% higher than the amount allocated to each common share, under article 7 of the Company Articles of Incorporation. |
In 2017 and 2016, the Company allocated interim dividends and interest on equity, which were allocated to mandatory minimum dividends, as follows:
2017
Dates |
|
Gross Amount |
|
Net Value |
|
Amount per Share (1) |
||||||||||||||
|
|
|
|
Beginning of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approval |
|
Credit |
|
Payment |
|
Common |
|
Preferred (2) |
|
Total |
|
Common |
|
Preferred (2) |
|
Total |
|
Common |
|
Preferred (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/17 |
|
02/24/17 |
|
Until 12/31/18 |
|
56,916 |
|
123,084 |
|
180,000 |
|
48,379 |
|
104,621 |
|
153,000 |
|
0.084970 |
|
0.093467 |
03/20/17 |
|
03/31/17 |
|
Until 12/31/18 |
|
110,669 |
|
239,331 |
|
350,000 |
|
94,069 |
|
203,431 |
|
297,500 |
|
0.165220 |
|
0.181742 |
06/19/17 |
|
06/30/17 |
|
Until 12/31/18 |
|
30,039 |
|
64,961 |
|
95,000 |
|
25,533 |
|
55,217 |
|
80,750 |
|
0.044845 |
|
0.049330 |
09/18/17 |
|
09/29/17 |
|
Until 12/31/18 |
|
96,440 |
|
208,560 |
|
305,000 |
|
81,974 |
|
177,276 |
|
259,250 |
|
0.143978 |
|
0.158375 |
12/14/17 |
|
12/26/17 |
|
Until 12/31/18 |
|
470,072 |
|
1,016,567 |
|
1,486,639 |
|
399,561 |
|
864,082 |
|
1,263,643 |
|
0.701779 |
|
0.771957 |
Total |
|
764,136 |
|
1,652,503 |
|
2,416,639 |
|
649,516 |
|
1,404,627 |
|
2,054,143 |
|
|
|
|
2016
Dates |
|
Gross Amount |
|
Net Value |
|
Amount per Share (1) |
||||||||||||||
|
|
|
|
Beginning of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approval |
|
Credit |
|
Payment |
|
Common |
|
Preferred (2) |
|
Total |
|
Common |
|
Preferred (2) |
|
Total |
|
Common |
|
Preferred (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/16 |
|
02/29/16 |
|
08/22/17 |
|
63,239 |
|
136,761 |
|
200,000 |
|
53,753 |
|
116,247 |
|
170,000 |
|
0.094411 |
|
0.103853 |
03/18/16 |
|
03/31/16 |
|
08/22/17 |
|
106,559 |
|
230,441 |
|
337,000 |
|
90,575 |
|
195,875 |
|
286,450 |
|
0.159083 |
|
0.174992 |
04/18/16 |
|
04/29/16 |
|
08/22/17 |
|
69,563 |
|
150,437 |
|
220,000 |
|
59,129 |
|
127,871 |
|
187,000 |
|
0.103853 |
|
0.114238 |
06/17/16 |
|
06/30/16 |
|
08/22/17 |
|
50,908 |
|
110,092 |
|
161,000 |
|
43,272 |
|
93,578 |
|
136,850 |
|
0.076001 |
|
0.083601 |
09/19/16 |
|
09/30/16 |
|
08/22/17 |
|
205,528 |
|
444,472 |
|
650,000 |
|
174,699 |
|
377,801 |
|
552,500 |
|
0.306837 |
|
0.337521 |
12/19/16 |
|
12/30/16 |
|
12/13/17 |
|
191,029 |
|
413,116 |
|
604,145 |
|
162,374 |
|
351,149 |
|
513,523 |
|
0.285191 |
|
0.313710 |
Total |
|
686,826 |
|
1,485,319 |
|
2,172,145 |
|
583,802 |
|
1,262,521 |
|
1,846,323 |
|
|
|
|
(1) |
The amounts of IOE are calculated and stated net of Withholding Income Tax (IRRF). The immune shareholders received the full IOE amount, without withholding income tax at source. |
(2) |
The gross and net values for the preferred shares are 10% higher than those attributed to each common share, as per article 7 of the Company's Articles of Incorporation. |
d.3) Unclaimed dividends and interest on equity
Pursuant to article 287, paragraph II, item “a” of Law No. 6404, of December 15, 1976, the dividends and interest on equity unclaimed by shareholders expire in 3 (three) years, as from the initial payment date. The Company reverses the amount of unclaimed dividends and IOE to equity upon expiry.
For the years ended December 31, 2017 and 2016, the Company reversed unclaimed dividends and interest on equity amounting to R$101,778 and R$189,471, respectively, which were included in calculations for decisions on Company dividends.
e) Other comprehensive income
Financial instruments available for sale: These refer to changes in fair value of financial assets available for sale.
Derivative financial instruments: These refer to the effective part of cash flow hedges up to the balance sheet date.
Currency translation effects for foreign investments: This refers to currency translation differences arising from the translation of financial statements of Aliança (jointly-controlled entity).
Changes in other comprehensive income are as follows:
|
|
|
|
|
|
|
Currency |
|
|
|
|
|
Financial |
|
|
|
translation |
|
|
|
|
|
instruments |
|
Derivative |
|
effects - foreign |
|
|
|
|
|
available for sale |
|
transactions |
|
investments |
|
Total |
Balances at 12/31/15 |
|
|
(8,936) |
|
379 |
|
34,025 |
|
25,468 |
Exchange variation |
|
|
— |
|
— |
|
(17,232) |
|
(17,232) |
Gains from future contracts |
|
|
— |
|
42 |
|
— |
|
42 |
Reclassification of gains cash flow hedge for capex |
|
|
— |
|
3,128 |
|
— |
|
3,128 |
Gains on financial assets available for sale |
|
|
55 |
|
— |
|
— |
|
55 |
Balances at 12/31/16 |
|
|
(8,881) |
|
3,549 |
|
16,793 |
|
11,461 |
Exchange variation |
|
|
— |
|
— |
|
11,239 |
|
11,239 |
Losses from future contracts |
|
|
— |
|
(1,595) |
|
— |
|
(1,595) |
Gains on financial assets available for sale |
|
|
223 |
|
— |
|
— |
|
223 |
Balances at 12/31/17 |
|
|
(8,658) |
|
1,954 |
|
28,032 |
|
21,328 |
f) Company Share Repurchase Program
In a meeting held on June 9, 2017, the Company’s Board of Directors, in accordance with article 17, item XV, of the Articles of Incorporation, approved the repurchase of common and preferred shares issued by the Company, under CVM Ruling No. 567, of September 17, 2015, for acquisition of common and preferred shares issued by the Company for subsequent cancellation, disposal or to be held in treasury, without decreasing capital, to increase shareholder value through the efficient application of available cash resources and optimize the Company's capital allocation.
The repurchase shall be made through the use of the capital reserve balance included in the balance sheet as of March 31, 2017, excluding the reserves referred to in article 7, paragraph 1, of CVM Instruction 567, of September 17, 2015.
This program is effective until December 8, 2018, with the acquisitions made at B3, at market prices, observing the legal and regulatory limits, being the maximum amounts to be acquired of 870,781 common shares and 41,510,761 preferred shares.
On June 1, 2017 and July 5, 2017, the Company acquired 45 and 661 preferred shares issued by the Company at an average unit price of R$47.31 and R$45.26, repectively, totaling R$32.
g) Earnings per share
Basic and diluted earnings per share were calculated by dividing profit attributed to the Company’s shareholders by the weighted average number of outstanding common and preferred shares for the year.
The table below sets out the calculation of earnings per share for the years ended December 31, 2017, 2016 and 2015:
|
|
2017 |
|
2016 |
|
2015 |
Net income for the year attributable to shareholders: |
|
4,608,790 |
|
4,085,242 |
|
3,420,249 |
Common shares |
|
1,457,288 |
|
1,291,743 |
|
1,083,911 |
Preferred shares |
|
3,151,502 |
|
2,793,499 |
|
2,336,338 |
|
|
|
|
|
|
|
Number of shares: |
|
1,688,694 |
|
1,688,694 |
|
1,491,131 |
Weighted average number of outstanding common shares for the year |
|
569,354 |
|
569,354 |
|
503,842 |
Weighted average number of outstanding preferred shares for the year |
|
1,119,340 |
|
1,119,340 |
|
987,289 |
|
|
|
|
|
|
|
Basic and diluted earnings per share: |
|
|
|
|
|
|
Common shares (in R$) |
|
2.56 |
|
2.27 |
|
2.15 |
Preferred shares (in R$) |
|
2.82 |
|
2.50 |
|
2.37 |