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ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A Version: 1
Contents
Capital Ownership 1
Cash Proceeds
2
Individual Financial Statements
Statement of Financial Position Assets 3
Statement of Financial Position Liabilities 4
Statement of Income 5
Statement of Comprehensive Income 6
Cash Flow Statement 7
Statement of Changes in Equity
DMPL - 01/01/2015 to 06/30/2015 8
DMPL - 01/01/2014 to 06/30/2014 9
Value Added Statement 10
Consolidated Financial Statements
Statement of Financial Position Assets 11
Statement of Financial Position Liabilities 12
Statement of Income 13
Statement of Comprehensive Income 14
Cash Flow Statement 15
Statement of Changes in Equity
DMPL - 01/01/2015 to 06/30/2015 16
DMPL - 01/01/2014 to 06/30/2014 17
Value Added Statement 18
Management´s comments on company performance 19
Notes to the Interim Financial Statements 25
Other Relevant Company Information 39
Reports and Statements
Unqualified Special Review Report 41
Fiscal Council’s Report or Similar Body 42
Officers’ Statement on the Financial Statements 43
Officers’ Statements on the Independent Auditor’s Report 44
Company Data
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Company Data / Capital Ownership
Number of Shares
(thousand)
Current Quarter
06/30/2015
Paid-In Capital
Common Shares 122,523
Preferred Shares 227,025
Total 349,548
Treasury Shares
Common Shares
Preferred Shares
352
1,162
Total 1,514
Page: 1 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Company Data / Cash Proceeds
Event Approval Proceeds Payment Started on Type of Share Class of Share Proceeds per Share (BRL / Share)
Board of Directors’ Meeting 04/24/2015 Interest on Equity 05/15/2015 Common 0.34806
Board of Directors’ Meeting 04/24/2015 Interest on Equity 05/15/2015 Preferred 0.38287
Board of Directors’ Meeting 04/24/2015 Dividend 05/15/2015 Common 0.22014
Board of Directors’ Meeting 04/24/2015 Dividend 05/15/2015 Preferred 0.24215
Page: 2 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/ Statement of Financial Position Assets (Thousands of BRL) Account Account Description Current Quarter Previous Fiscal Year Code 06/30/2015 12/31/2014
1 Total Assets 10,513,079 10,188,957
1.01 Current Assets 453,905 405,350
1.01.01 Cash and Cash Equivalents 8,787 75,047
1.01.03 Accounts Receivable 445,118 330,303
1.01.03.02 Other Accounts Receivable 445,118 330,303
1.02 Non-Current Assets 10,059,174 9,783,607
1.02.01 Long-Term Assets 188,490 184,460
1.02.01.09 Other Non-Current Assets 188,490 184,460
1.02.01.09.04 Judicial Deposits 5,655 5,365
1.02.01.09.05 Recoverable Taxes 182,835 179,095
1.02.02 Investments 9,870,658 9,599,123
1.02.03 Property, Plant and Equipment 26 24
Page: 3 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/ Statement of Financial Position Liabilities (Thousands of BRL) Account Account Description Current Quarter Previous Fiscal Year Code 06/30/2015 12/31/2014
2 Total Liabilities 10,513,079 10,188,957
2.01 Current Liabilities 1,283,929 1,212,372
2.01.03 Tax Liabilities 15,336 15,369
2.01.04 Loans and Financing 1,237,863 1,165,109
2.01.04.02 Debentures 1,237,863 1,165,109
2.01.05 Other Liabilities 30,730 31,894
2.01.05.02 Others 30,730 31,894
2.01.05.02.01 Dividends and Interest on Equity Payable 4,321 4,645
2.01.05.02.04 Other Liabilities 26,409 27,249
2.02 Non-Current Liabilities 35,356 38,590
2.02.04 Provisions 35,356 38,590
2.03 Shareholders’ Equity 9,193,794 8,937,995
2.03.01 Paid-Up Share Capital 4,100,000 4,100,000
2.03.04 Profit Reserve 2,938,427 2,958,737
2.03.04.01 Legal Reserve 259,956 259,956
2.03.04.02 Statutory Reserve 2,698,781 2,698,781
2.03.04.09 Treasury Shares -20,310 0
2.03.05 Retained Earnings/Losses -538,440 0
2.03.06 Equity Valuation Adjustments 2,693,807 1,879,258
Page: 4 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/Statement of Income (Thousands of BRL) Account Account Description Current Quarter Current Fiscal Year Same Quarter Previous Fiscal Year Code 04/01/2015 to 06/30/2015 Accrual Previous Year Accrual 01/01/2015 to 06/30/2015 04/01/2014 to 06/30/2014 01/01/2014 to 06/30/2014
3.04 Operating Income/Expenses 269,996 -270,523 167,615 525,325
3.04.02 General and Administrative Expenses -1,572 -3,506 -1,293 -2,736
3.04.04 Other Operating Income 0 0 7,242 21,017
3.04.04.01 Interest on Redeemable Preferred Shares 0 0 7,242 21,017
3.04.05 Other Operating Expenses -15,531 -15,531 -20,836 -20,836
3.04.05.01 Tax Expenses -15,531 -15,531 -20,836 -20,836
3.04.06 Equity in the Earnings of Subsidiaries 287,099 -251,486 182,502 527,880
3.05 Earnings before Financial Income and Taxes 269,996 -270,523 167,615 525,325
3.06 Financial Income -28,607 -57,329 -23,413 -48,735
3.06.01 Financial Revenues 10,049 16,238 10,935 17,928
3.06.02 Financial Expenses -38,656 -73,567 -34,348 -66,663
3.07 Earnings Before Income Taxes 241,389 -327,852 144,202 476,590
3.08 Income Tax and Social Contribution on Income 0 0 -11,063 -11,063
3.09 Net Income from Continued Operations 241,389 -327,852 133,139 465,527
3.11 Profit/Loss for the Period 241,389 -327,852 133,139 465,527
3.99 Earnings per Share - (BRL / Share)
3.99.01 Basic Earnings per Share
3.99.01.01 Common Shares 0.64846 -0.88073 0.35766 1.25057
3.99.01.02 Preferred Shares 0.71330 -0.96880 0.39343 1.37563
3.99.02 Diluted Earnings per Share
3.99.02.01 Common Shares 0.65131 -0.88460 0.35766 1.25057
3.99.02.02 Preferred Shares 0.71644 -0.97306 0.39343 1.37563
Page: 5 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/Statement of Comprehensive Income (Thousands of BRL) Account Account Description Current Quarter Current Fiscal Year Same Quarter of Previous Fiscal Year Code 04/01/2015 to 06/30/2015 Accrual Previous Year Accrual 01/01/2015 to 06/30/2015 04/01/2014 to 06/30/2014 01/01/2014 to 06/30/2014
4.01 Profit for the Period 241,389 -327,852 133,139 465,527
4.02 Other Comprehensive Income -134,783 814,549 -1,436 -253,314
4.02.01 Unearned Income in Available-for-Sale Investments -19,850 45,865 57,708 41,363
4.02.02 Shared Control Subsidiary Changes -114,933 768,684 -59,144 -294,677
4.03 Comprehensive Income for the Period 106,606 486,697 131,703 212,213
Page: 6 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/Cash Flow Statement - Indirect Method (Thousands of BRL) Account Account Description Current Fiscal Year Previous Fiscal Year Code Accrual Accrual 01/01/2015 to 06/30/2015 01/01/2014 to 06/30/2014
6.01 Net Cash from Operating Activities 149,552 437,120
6.01.01 Cash Generated in Operations -20 26,406
6.01.01.01 Net Earnings before Income Tax and Social Contribution -327,852 476,590 6.01.01.02 Equity in the Earnings of Subsidiaries 251,486 -527,880
6.01.01.03 Interest on Redeemable Preferred Shares 0 -2,849
6.01.01.05 Monetary Variations and Interests, Net 65,146 59,723
6.01.01.06 Reversals / Legal Obligation Provisions 11,197 20,490
6.01.01.07 Other 4 332
6.01.02 Asset and Liability Changes 149,572 410,714
6.01.02.01 (Increase) in Other Assets -976 -19,877
6.01.02.02 (Decrease) in Other Liabilities -1,569 -2,714
6.01.02.03 Interest on Equity and Dividends Received 152,117 179,664
6.01.02.04 Preferred Shares Redeemable 0 253,641
6.03 Net Cash from Financing Activities -215,812 -264,632
6.03.01 Interest on Equity and Dividends Paid -195,502 -264,632
6.03.05 Acquisition of Treasury Shares -20,310 0
6.05 Increase (Decrease) in Cash and Cash Equivalents -66,260 172,488
6.05.01 Opening Balance of Cash and Cash Equivalents 75,047 139,598
6.05.02 Closing Balance of Cash and Cash Equivalents 8,787 312,086
Page: 7 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/Statement of Changes in Shareholders’ Equity / DMPL - 01/01/2015 to 06/30/2015 (Thousands of BRL) Account Account Description Paid-In Share Capital Reserves, Profit Reserves Retained Earnings or Other Comprehensive Shareholders’ Equity Code Capital Granted Options and Losses Income
Treasury Shares
5.01 Opening Balances 4,100,000 0 2,958,737 0 1,879,258 8,937,995
5.03 Adjusted Opening Balances 4,100,000 0 2,958,737 0 1,879,258 8,937,995
5.04 Capital Transactions with Shareholders 0 -20,310 0 -210,588 0 -230,898
5.04.04 Treasury Shares Acquired 0 -20,310 0 0 0 -20,310
5.04.06 Dividends 0 0 0 -81,588 0 -81,588
5.04.07 Interest on Equity 0 0 0 -129,000 0 -129,000
5.05 Total Comprehensive Income 0 0 0 -327,852 814,549 486,697
5.05.01 Profit for the Period 0 0 0 -327,852 0 -327,852
5.05.02 Other Comprehensive Income 0 0 0 0 814,549 814,549
5.05.02.01 Financial Instrument Adjustments 0 0 0 0 45,865 45,865
5.05.02.03 Eq. Pickup w/o Compr. Income from Subsidiaries and Affiliates 0 0 0 0 768,684 768,684
5.07 Closing Balances 4,100,000 -20,310 2,958,737 -538,440 2,693,807 9,193,794
Page: 8 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Individual Financial Statements/Statement of Changes in Shareholders’ Equity / DMPL - 01/01/2014 to 06/30/2014 (Thousands of BRL) Account Account Description Paid-In Capital Reserves, Profit Reserves Retained Earnings or Other Comprehensive Shareholders’ Equity Code Capital Granted Options and Losses Income
Treasury Shares
5.01 Opening Balances 4,100,000 0 3,437,804 0 1,496,421 9,034,225
5.03 Adjusted Opening Balances 4,100,000 0 3,437,804 0 1,496,421 9,034,225
5.04 Capital Transactions with Shareholders 0 0 0 -279,063 0 -279,063
5.04.06 Dividends 0 0 0 -156,063 0 -156,063
5.04.07 Interest on Equity 0 0 0 -123,000 0 -123,000
5.05 Total Comprehensive Income 0 0 0 465,527 -253,314 212,213
5.05.01 Profit for the Period 0 0 0 465,527 0 465,527
5.05.02 Other Comprehensive Income 0 0 0 0 -253,314 -253,314
5.05.02.01 Financial Instrument Adjustments 0 0 0 0 41,363 41,363
5.05.02.03 Eq. Pickup w/o Compr. Income from Subsidiaries and Affiliates 0 0 0 0 -294,677 -294,677
5.07 Closing Balances 4,100,000 0 3,437,804 186,464 1,243,107 8,967,375
Page: 9 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A Version: 1
Individual Financial Statements/Value Added Statement (Thousands of BRL) Account Account Description Current Fiscal Year Previous Fiscal Year Code Accrual Accrual 01/01/2015 to 06/30/2015 01/01/2014 to 06/30/2014
7.02 Inputs Acquired from Third Parties -2,338 -1,285
7.02.02 Materials, Electricity, Outsourced Services and Others -1,778 -791
7.02.04 Other -560 -494
7.03 Gross Value Added -2,338 -1,285
7.05 Net Value Added -2,338 -1,285
7.06 Value Added Received in Transfers -235,248 566,825
7.06.01 Equity in the Earnings of Subsidiaries -251,486 527,880
7.06.02 Financial Revenues 16,238 17,928
7.06.03 Others 0 21,017
7.06.03.01 Interest on Redeemable Preferred Shares 0 21,017
7.07 Total Value Added Distributable -237,586 565,540
7.08 Value Added Distribution -237,586 565,540
7.08.01 Staff 906 1,114
7.08.02 Taxes, Fees and Contributions 15,715 32,174
7.08.03 Value Distributed to Providers of Capital 73,645 66,725
7.08.04 Value Distributed to Shareholders -327,852 465,527
7.08.04.01 Interest on Equity 129,000 123,000
7.08.04.02 Dividends 81,588 156,063
7.08.04.03 Retained Earnings/Losses for the Period -538,440 186,464
Page: 10 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A Version: 1
Consolidated Financial Statements/Statement of Financial Position Assets (Thousands of BRL) Account Account Description Current Quarter Previous Fiscal Year Code 06/30/2015 12/31/2014
1 Total Assets 10,948,010 10,598,919
1.01 Current Assets 901,377 948,974
1.01.01 Cash and Cash Equivalents 302,429 312,003
1.01.03 Accounts Receivable 598,948 636,971
1.01.03.02 Other Accounts Receivable 598,948 636,971
1.01.03.02.01 Receivables from Redeemable Preferred Shares 153,830 307,840
1.01.03.02.02 Other Receivables 445,118 329,131
1.02 Non-Current Assets 10,046,633 9,649,945
1.02.01 Long-Term Assets 1,201,608 1,127,075
1.02.01.01 Financial Investments Measured at Fair Value 1,004,010 934,518
1.02.01.01.02 Available-for-Sale Securities 1,004,010 934,518
1.02.01.09 Other Non-Current Assets 197,598 192,557
1.02.01.09.04 Judicial Deposits 5,655 5,365
1.02.01.09.05 Recoverable Taxes 191,943 187,192
1.02.02 Investments 8,844,999 8,522,846
1.02.03 Property, Plant and Equipment 26 24
Page: 11 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A Version: 1
Consolidated Financial Statements/Statement of Financial Position Liabilities (Thousands of BRL) Account Account Description Current Quarter Previous Fiscal Year Code 06/30/2015 12/31/2014
2 Total Liabilities 10,948,010 10,598,919
2.01 Current Liabilities 1,287,811 1,214,912
2.01.03 Tax Liabilities 19,218 17,909
2.01.04 Loans and Financing 1,237,863 1,165,109
2.01.04.02 Debentures 1,237,863 1,165,109
2.01.05 Other Liabilities 30,730 31,894
2.01.05.02 Other 30,730 31,894
2.01.05.02.01 Dividends and Interest on Equity Payable 4,321 4,645
2.01.05.02.04 Other Liabilities 26,409 27,249
2.02 Non-Current Liabilities 466,405 446,012
2.02.02 Other Obligations 431,049 407,422
2.02.02.02 Other 431,049 407,422
2.02.02.02.03 Income Tax and Social Contribution 431,049 407,422
2.02.04 Provisions 35,356 38,590
2.03 Consolidated Shareholders’ Equity 9,193,794 8,937,995
2.03.01 Paid-Up Share Capital 4,100,000 4,100,000
2.03.04 Profit Reserve 2,938,427 2,958,737
2.03.04.01 Legal Reserve 259,956 259,954
2.03.04.02 Statutory Reserve 2,698,781 2,698,783
2.03.04.09 Treasury Shares -20,310 0
2.03.05 Retained Earnings/Losses -538,440 0
2.03.06 Equity Valuation Adjustments 2,693,807 1,879,258
Page: 12 of 44
TR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated Financial Statements /Statement of Income (Thousands of BRL) Account Account Description Current Quarter Current Fiscal Year Same Quarter do Previous Fiscal Year Code 04/01/2015 to 06/30/2015 Accrual Previous Fiscal Year Accrual 01/01/2015 to 06/30/2015 04/01/2014 to 06/30/2014 01/01/2014 to 06/30/2014
3.04 Operating Income/Expenses 263,942 -281,385 165,902 521,620
3.04.02 General and Administrative Expenses -1,697 -3,632 -1,293 -2,742
3.04.04 Other Operating Income 7,349 18,610 53,347 83,623
3.04.04.01 Interest on Redeemable Preferred Shares 7,349 18,610 23,524 53,800
3.04.04.02 Investment Dividends 0 0 29,823 29,823
3.04.05 Other Operating Expenses -15,531 -15,531 -21,862 -21,862
3.04.05.01 Tax Expenses -15,531 -15,531 -21,862 -21,862
3.04.06 Equity in the Earnings of Subsidiaries 273,821 -280,832 135,710 462,601
3.05 Earnings before Financial Income and Taxes 263,942 -281,385 165,902 521,620
3.06 Financial Income -19,654 -41,318 -20,918 -43,292
3.06.01 Financial Revenues 19,122 32,383 13,456 23,464
3.06.02 Financial Expenses -38,776 -73,701 -34,374 -66,756
3.07 Earnings Before Income Taxes 244,288 -322,703 144,984 478,328
3.08 Income Tax and Social Contribution on Income -2,899 -5,149 -11,845 -12,801
3.09 Net Income from Continued Operations 241,389 -327,852 133,139 465,527
3.11 Consolidated Profit/Loss for the Period 241,389 -327,852 133,139 465,527
3.11.01 Attributed to Parent Company Shareholders 241,389 -327,852 133,139 465,527
3.99 Earnings per Share - (BRL / Share)
3.99.01 Basic Earnings per Share
3.99.01.01 Common Shares 0.64846 -0.88073 0.35766 1.25057
3.99.01.02 Preferred Shares 0.71330 -0.96880 0.39343 1.37563
3.99.02 Diluted Earnings per Share
3.99.02.01 Common Shares 0.65131 -0.88460 0.35766 1.25057
3.99.02.02 Preferred Shares 0.71644 -0.97306 0.39343 1.37563
Page: 13 of 44
TR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated Financial Statements/Statement of Comprehensive Income (Thousands of BRL) Account Account Description Current Quarter Current Fiscal Year Same Quarter Previous Fiscal Year Code 04/01/2015 to 06/30/2015 Accrual Previous Fiscal Year Accrual 01/01/2015 to 06/30/2015 04/01/2014 to 06/30/2014 01/01/2014 to 06/30/2014
4.01 Consolidated Profit for the Period 241,389 -327,852 133,139 465,527
4.02 Other Comprehensive Income -134,783 814,549 -1,436 -253,314
4.02.01 Unearned Income in Available-for-Sale Investments -19,850 45,865 57,708 41,363
4.02.02 Shared Control Subsidiary Changes -114,933 768,684 -59,144 -294,677
4.03 Comprehensive Consolidated Income for the Period 106,606 486,697 131,703 212,213
4.03.01 Attributed to Parent Company Shareholders 106,606 486,697 131,703 212,213
Page: 14 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated Financial Statements/Cash Flow Statement - Indirect Method (Thousands of BRL) Account Account Description Current Fiscal Year Previous Fiscal Year Code Accrual Accrual 01/01/2015 to 06/30/2015 01/01/2014 to 06/30/2014
6.01 Net Cash from Operating Activities 206,238 352,820
6.01.01 Cash Generated in Operations 30,584 52,449
6.01.01.01 Net Earnings before Income Tax and Social Contribution -322,703 478,328
6.01.01.02 Equity in the Earnings of Subsidiaries 280,832 -462,601
6.01.01.03 Interest on Redeemable Preferred Shares -3,759 -13,870
6.01.01.04 Income from Dividends 0 -29,823
6.01.01.05 Monetary Variations and Interests, Net 65,013 59,592
6.01.01.06 Reversals/Legal Obligations Provisions 11,197 20,490
6.01.01.07 Other 4 333
6.01.02 Asset and Liability Changes 175,654 300,371
6.01.02.01 (Increase) in Other Assets -18,451 -41,874
6.01.02.02 (Decrease) in Other Liabilities -1,569 -2,715
6.01.02.03 Interest on Equity and Dividends Received 47,667 92,269
6.01.02.04 Preferred Shares Redeemable 150,071 253,641
6.01.02.05 Income Tax and Social Contribution Paid -2,064 -950
6.03 Net Cash from Financing Activities -215,812 -264,632
6.03.01 Interest on Equity and Dividends Paid -195,502 -264,632
6.03.05 Acquisition of Treasury Shares -20,310 0
6.05 Increase (Decrease) in Cash and Cash Equivalents -9,574 88,188
6.05.01 Opening Balance of Cash and Cash Equivalents 312,003 258,678
6.05.02 Closing Balance of Cash and Cash Equivalents 302,429 346,866
Page: 15 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated Financial Statements/Statement of Changes in Equity / DMPL - 01/01/2015 to 06/30/2015 (Thousands of BRL) Account Account Description Paid-Up Share Capital Reserves, Profit Reserves Retained Earnings or Other Comprehensive Equity Non-Controlling Consolidated Code Capital Granted Options and Losses Income Interest
Treasury Shares Equity
5.01 Opening Balances 4,100,000 0 2,958,737 0 1,879,258 8,937,995 0 8,937,995
5.03 Adjusted Opening Balances 4,100,000 0 2,958,737 0 1,879,258 8,937,995 0 8,937,995
5.04 Capital Transactions with Shareholders 0 -20,310 0 -210,588 0 -230,898 0 -230,898
5.04.04 Treasury Shares Acquired 0 -20,310 0 0 0 -20,310 0 -20,310
5.04.06 Dividends 0 0 0 -81,588 0 -81,588 0 -81,588
5.04.07 Interest on Equity 0 0 0 -129,000 0 -129,000 0 -129,000
5.05 Total Comprehensive Income 0 0 0 -327,852 814,549 486,697 0 486,697
5.05.01 Profit for the Period 0 0 0 -327,852 0 -327,852 0 -327,852
5.05.02 Other Comprehensive Income 0 0 0 0 814,549 814,549 0 814,549
5.05.02.01 Financial Instrument Adjustments 0 0 0 0 45,865 45,865 0 45,865
5.05.02.03 Eq. Pickup w/o Compr. Income from Affiliates 0 0 0 0 768,684 768,684 0 768,684
5.07 Closing Balances 4,100,000 -20,310 2,958,737 -538,440 2,693,807 9,193,794 0 9,193,794
Page: 16 of 44
ITR - Interim Financial Statements –06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated FSs / Statement of Changes in Shareholders’ Equity / DMPL - 01/01/2014 to 06/30/2014 (Thousands of BRL) Account Account Description Paid-Up Share Capital Reserves, Profit Reserves Retained Earnings or Other Comprehensive Equity Non-Controlling Interest Consolidated Code Capital Granted Options and Losses Income
Treasury Shares Equity
5.01 Opening Balances 4,100,000 0 3,437,804 0 1,496,421 9,034,225 0 9,034,225
5.03 Adjusted Opening Balances 4,100,000 0 3,437,804 0 1,496,421 9,034,225 0 9,034,225
5.04 Capital Transactions with Shareholders 0 0 0 -279,063 0 -279,063 0 -279,063
5.04.06 Dividends 0 0 0 -156,063 0 -156,063 0 -156,063
5.04.07 Interest on Equity 0 0 0 -123,000 0 -123,000 0 -123,000
5.05 Total Comprehensive Income 0 0 0 465,527 -253,314 212,213 0 212,213
5.05.01 Profit for the Period 0 0 0 465,527 0 465,527 0 465,527
5.05.02 Other Comprehensive Income 0 0 0 0 -253,314 -253,314 0 -253,314
5.05.02.01 Financial Instrument Adjustments 0 0 0 0 41,363 41,363 0 41,363
5.05.02.03 Eq. Pickup. w/o Compr. Income from Affiliates 0 0 0 0 -294,677 -294,677 0 -294,677
5.07 Closing Balances 4,100,000 0 3,437,804 186,464 1,243,107 8,967,375 0 8,967,375
Page: 17 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Version: 1
Consolidated FSs / Value Added Statement (Thousands of BRL) Account Account Description Current Fiscal Year Previous Fiscal Year Code Accrual Accrual 01/01/2015 to 06/30/2015 01/01/2014 to 06/30/2014
7.02 Inputs Acquired from Third Parties -2,463 -1,290
7.02.02 Materials, Electricity, Outsourced Services and Others -1,778 -797
7.02.04 Others -685 -493
7.03 Gross Value Added -2,463 -1,290
7.05 Net Value Added -2,463 -1,290
7.06 Value Added Received in Transfers -229,839 569,688
7.06.01 Equity in the Earnings of Subsidiaries -280,832 462,601
7.06.02 Financial Revenues 32,383 23,464
7.06.03 Other 18,610 83,623
7.06.03.01 Interest on Redeemable Preferred Shares 18,610 53,800
7.06.03.02 Dividends Received 0 29,823
7.07 Total Value Added Distributable -232,302 568,398
7.08 Value Added Distribution -232,302 568,398
7.08.01 Staff 906 1,114
7.08.02 Taxes, Fees and Contributions 20,865 34,938
7.08.03 Value Distributed to Providers of Capital 73,779 66,819
7.08.04 Value Distributed to Shareholders -327,852 465,527
7.08.04.01 Interest on Equity 129,000 123,000
7.08.04.02 Dividends 81,588 156,063
7.08.04.03 Retained Earnings/Losses for the Period -538,440 186,464
Page: 18 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
72%
12%
16%
2Q14 Operating revenue breakdown
Equity Income Valepar
Interest - Redeemable Shares - Valepar
2.6%
97.4%
2Q15 Operating revenue breakdown
Equity Income Valepar
Interest - Redeemable Shares - Valepar
MANAGEMENT’S NOTES ON THE COMPANY’S PERFORMANCE We present below the Consolidated Income Statement, in compliance with the accounting practices adopted in Brazil.
Operating Revenue
As an investment company, BRADESPAR’s operating revenue originates from the equity income, dividends and interest on equity of Valepar/VALE, interest rates of redeemable shares received from Valepar, dividends and interest on equity received from CPFL Energia.
Bradespar recorded operating revenue of R$281.2 million in the 2nd quarter of 2015, 48.7% higher than the same period last year, composed of R$273.8 million of equity from Valepar/VALE and R$7.4 million from interest rates of redeemable shares received from Valepar. In the first six months of 2015, the Company recorded negative operating revenue of R$262.2 million, due to the loss of R$280.8 million of negative equity from Valepar/VALE and R$18.6 million from interest rates of redeemable shares received from Valepar.
It is worth noting that Vale reported strong operating performance in the second quarter 2015, with the production of iron ore reaching 85.3 million tons, its historical best performance for the second quarter. Although in a challenging environment, with reduced commodity prices, the Company made efforts to cut costs, was disciplined in capital allocation and focused on its core business resulting in increased sales volumes and enhanced its value generation bases and its commitment to the search for better results for its shareholders.
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Income Statement (R$ thousand)
2Q15 2Q14 Chg % 1H15 1H14 Chg %
Equity Income 273,821 135,710 101.8% (280,832) 462,601 -
Redeemable Shares - Interest 7,349 23,524 -68.8% 18,610 53,800 -65.4%
Dividends from Invesments - 29,823 - - 29,823 -
Operating Revenue 281,170 189,057 48.7% (262,222) 546,224 -
Payroll Expenses (618) (542) 14.0% (1,033) (1,337) -22.7%
Tax Expenses (15,531) (21,862) -29.0% (15,531) (21,862) -29.0%
General and Administrative Expenses (1,079) (751) 43.7% (2,599) (1,405) 85.0%
Financial Revenues (Expenses) (19,654) (20,918) -6.0% (41,318) (43,292) -4.6%
Operational Result before Income Tax/Social Contribution
244,288 144,984 68.5% (322,703) 478,328 -
Income Tax / Social Contribution (2,899) (11,845) -75.5% (5,149) (12,801) -59.8%
Results for the Period 241,389 133,139 81.3% (327,852) 465,527 -
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
1.293
1.697
0,68% 0,60%
2Q14 2Q15
Payroll, general and administrative expenses (R$ thousand)
% of operating revenue
Financial Results
BRADESPAR’s financial expenses/income came to R$ 19.7 million in 2Q15, mainly due to interest rates of debentures, calculated based on interbank deposit rate (CDI), which raised, on average, from 2.5% in the second quarter of 2014 to 3.0% in the second quarter of 2015, impacted by the increase of benchmark interest rate (SELIC) in the period.
It is worth mentioning that due to the adhesion to the Tax Repayment Program (REFIS) occurred in 2014, there was a reduction in financial expense on tax contingencies of PIS and COFINS.
In the first half of 2015, Financial Expenses totaled R$ 41.3 million
Payroll, General and Administrative Expenses
Payroll, general and administrative expenses totaled R$ 1,7 million in the second quarter of 2015, and R$ 3,6 million in the first half of the year, mainly due to higher expenses on legal services and management consulting for the Company's business.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
-54 -4 -595 -119 27
186282
369307
489 463 470
220
13 133
241
369203
-50 -76
-677
-237
5
308402
632
421
637 619
1.093
603
371466
-328
Second Quarter
Adjusted Second Quarter
First 6 months
Adjusted 6 months
471
723
-14
Results
BRADESPAR’s net income, including non-recurring accounting effects was R$ 241.4 million in the second quarter of 2015.
in VALE, these non-recurring accounting adjustments primarily include losses on monetary and exchange variations and losses on currency swaps and interest rates, among others, totaling R$ 2.1 billion, impacting R$ 126.5 million on the equity income of BRADESPAR. With the exclusion of these non-recurring accounting adjustments, the Company presented an adjusted net income of R$ 114.9 million.
.
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*Corresponds to 4 months of activity
Adjusted Quarter = Net income/ loss excluding non-cash effects of non-recurring items
115
Results Performance (R$ million)
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
NOTES ON INVESTEES
VALE
Present in 27 countries, Vale operates in the mining business (production and sales), logistics operations, power generation, fertilizers and steel. World's largest producer of iron ore and pellets, it is also the second largest producer of nickel, an important input for the stainless steel industry and metal alloys used in the production of mining and energy equipment, aircraft, automobiles, batteries, and other.
Even during a global economic slowdown, VALE showed strong performance in 2Q15, setting records in the production of iron ore, copper and gold, which reached 85.3 Mt, 104,900 tons and 100,000 oz respectively.
The discipline of resource allocation has guided the decisions of VALE, reiterating its commitment to the simplification of its assets base and more focused on core business portfolio. In this context, it is worth mentioning the S11D project, located in the southeast of Pará, which is the expansion of the activity of mining and processing of iron ore from Complexo Minerador de Carajás. The Company reached 67.0% of physical progress in its mining facilities in the 2nd quarter 2015, while the CLN S11D railway and port project reached 41.0% with 62.0% of rail spur progress. When put into operation in 2016, it will help VALE to strengthen its global leading position in the mining market.
VALE trades on the BM&FBOVESPA (VALE3 and VALE5), the New York Stock Exchange (NYSE) (VALE and VALE.P), the NYSE Euronext Paris (VALE3 and VALE5), the Latibex (XVALO and XVALP) and the Hong Kong Stock Exchange (HKEx) (6210 and 6230).
The main highlights of VALE's performance in 2Q15 were:
• Net income of R$ 5.1 billion, 61.4 % higher than the same period of 2014;
• Investments totaled US$ 2.1 billion, with US$ 1.4 billion in project execution and US$ 700.0 million to maintain existing operations; and
• Divestments totaled US$ 445.0 million with the completion of the sale of four VLOCs ships (very large ore carriers) to China Ocean Shipping Company (COSCO).
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
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CPFL Energia
CPFL Energia is the largest private company in the Brazilian electric sector, and, through its subsidiaries, the holding company generates, distributes and sells electricity in Brazil, both in the regulated market and the free market.
CPFL Energia’s shares are traded at BM&FBOVESPA Novo Mercado and at the New York Stock Exchange (“NYSE”) through ADRs, which shows its adherence to the highest standards of corporate governance, aligned with the best practices in Brazil and abroad.
In addition to the Novo Mercado, the shares of CPFL Energia are part of the Corporate Sustainability Index (ISE ), which brings together companies committed to the principles of transparency, accountability, sustainability and corporate responsibility, considering the performance of economic, social and environmental aspects in medium and long term.
The shareholding structure of CPFL Energia is composed by: Fundo de Investimentos em Ações BB Carteira Livre (Previ), with 29.4%, by Camargo Corrêa, with 23.6%, and Fundo de Investimentos em Participações Energia São Paulo (Funcesp, Petros, Sistel e Sabesprev), with 15.1%. The remaining 31.9% corresponds to the free float, 5.3% of which is held by BRADESPAR
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
SERVICES PROVIDED BY INDEPENDENT AUDITORS
In compliance with provisions of CVM Rule 381/03, BRADESPAR informs that, in the first half of 2015, it neither contracted nor had services provided by the independent auditor – KPMG Auditores Independentes not related to the external audit.
BRADESPAR’s policy for engaging services not related to the external audit is to comply with regulations preserving the external auditor’s independence, also keeping consistency with the international principles, in compliance with procedures established by the Company, which include, amongst others, the following: (a) the auditor must not audit his/her own work; (b) the auditor must not perform managerial duties for the client; and (c) the auditor must not promote his/her client’s interests. Additionally, in case of contracting other services, the scope and procedures of these services are discussed with independent auditors, so that not to affect the rules of independence defined.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Notes to the Interim Financial Statements
(In thousands of BRL, unless otherwise specified)
1. OPERATIONAL BACKGROUND
The corporate purpose of BRADESPAR S.A. (BRADESPAR, Company or Parent Company), incorporated as a corporation, is to acquire interest as partner or shareholder in other companies, headquartered at Avenida Paulista, nº 1.450, 9º andar, São Paulo - SP, Brazil.
The main direct and indirect equity interests are specified below:
a) Antares Holdings Ltda. (ANTARES) The corporate purpose of ANTARES is to manage, lease, acquire and sell own goods and interest in other companies, as quotaholder or shareholder.
b) Brumado Holdings Ltda. (BRUMADO) The corporate purpose of BRUMADO is to acquire interest in other companies, as partner or shareholder.
c) Millennium Security Holdings Corp. (MILLENNIUM) The corporate purpose of MILLENNIUM is to engage in any act or activity permitted by any law prevailing in the British Virgin Islands.
d) Valepar S.A. (VALEPAR)
VALEPAR is a closely-held corporation whose sole corporate purpose is to act as a shareholder of Vale S.A. (VALE).
e) Vale S.A. (VALE) VALE is a corporation whose main corporate activities are to research, produce and sell iron ore and pellets, nickel, fertilizer, copper, coal, manganese, iron alloys, cobalt, platinum group metals and precious metal. The company also operates in the energy and steel segments.
2. PRESENTATION OF CONDENSED INTERIM FINANCIAL STATEMENTS
We hereby present the individual (Parent Company) and Consolidated condensed interim financial statements of BRADESPAR, which includes the companies BRADESPAR, ANTARES, BRUMADO and MILLENNIUM, as at June 30, 2015.
The Company’s individual and condensed consolidated interim financial statements were drawn up and reported in accordance with the IAS 34 - Interim Financial Reporting, issued by the IASB - International Accounting Standards Board and CPC 21 (R1) – Interim Financial Statements, issued by the CPC - Brazilian Accounting Pronouncements Committee and approved by the CVM – Brazilian Securities and Exchange Commission, and are published together with the consolidated interim financial statements. The CPCs adopted were duly approved and required by the CVM.
The accounting estimates applied to draw up the interim financial statements, related to deferred tax assets and liabilities, liability provisions and contingencies, consider the best evidence available and are based on assumptions applicable at the end of the reporting period. Final results, upon realization, may differ from estimated amounts.
BRADESPAR assessed all the events after the reporting period until August 11, 2015, date of approval of the interim financial statements by the Board of Directors, and those identified are reported in Note 19 – Events after the Reporting Period.
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3. MAIN ACCOUNTING PRACTICES The condensed interim financial statements abide by the same principles, methods and criteria as those adopted for the annual financial statements for the fiscal year ended December 31, 2014, and shall be analyzed jointly with those financial statements.
a) Principles of consolidation The condensed consolidated financial statements reflect the balances and transactions of the parent company and its direct/indirect subsidiaries. For the shared-control subsidiary, investments are accounted for based on the equity method of accounting.
The subsidiaries’ accounting practices are adjusted to ensure consistency with the policies adopted by the parent company. The operations between consolidated companies, as well as unrealized gains and losses in these operations are disregarded.
BRADESPAR’s consolidated financial statements include the following direct and indirect subsidiaries:
Companies
BRADESPAR’s direct and indirect interest (%)
6.30.2015
12.31.2014
- ANTARES 100.00 100.00
- BRUMADO 100.00 100.00
- MILLENNIUM 100.00 100.00
b) Segment reporting
BRADESPAR is a holding whose corporate purpose and sole business segment is to hold interest as partner or shareholder in other companies.
4. KEY ACCOUNTING JUDGMENTS AND ESTIMATES The key accounting estimates are the same as those adopted in the preparation of the financial statements for the fiscal year ended December 31, 2014.
5. ACCOUNTING PRONOUNCEMENTS
There were no relevant standards, amendments or interpretations applicable as of January 1, 2015.
6. RISK MANAGEMENT
There were no changes regarding the risk management policies published in the fiscal year ended December 31, 2014. In addition, the company has a liquidity management process, which includes the measurement of its realizable assets and its funding sources, so that to maintain its ability to honor its commitments. In this regard, on July 6, 2015 the Company issued a new series of debentures using the proceeds to settle the 5th series debentures, so that to equalize its Net Working Capital- CCL. Information on the issue of debentures are stated in Note 19b.
7. CASH AND CASH EQUIVALENTS
Parent Company Consolidated
6.30.2015 12.31.2014 6.30.2015 12.31.2014
Available funds in domestic currency 27 18 1,315 1,127
Financial investment funds 8,760 75,029 301,114 310,876
TOTAL 8,787 75,047 302,429 312,003
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
8. RECEIVABLES FROM REDEEMABLE PREFERRED SHARES
In 2008, BRADESPAR subscribed to 23,724,193 redeemable Class “C” preferred shares issued by VALEPAR, based on the following characteristics:
a) No voting rights in VALEPAR’s shareholders’ meetings, except in the assumptions provided for by laws; b) Eligible to fixed cumulative dividends paid semiannually, since 2009, corresponding to a fixed rate of 16% p.a.; c) Redeemable semiannually between May 2011 and November 2015; and d) Not convertible into any other type or class of share issued by Valepar. On June 30, 2015, through its indirect subsidiary BRUMADO, BRADESPAR held 2,587,431 redeemable class “C” preferred shares, corresponding to R$150,071 (December 31, 2014 – R$300,142), recorded under Current Assets. On June 30, 2015, the updated balance of interest receivable from BRADESPAR’s redeemable preferred shares, through its indirect subsidiary BRUMADO, corresponded to R$3,759 (December 31, 2014 – R$7,698).
9. INVESTMENTS
a) The adjustments arising from the investment equity method were recorded under “Equity in the Earnings of Subsidiaries” and corresponded to a result of (R$251,486) in the 1H15 Parent Company (1H14 - R$527,880), result of R$287,099 in the 2Q15 (2Q14 - R$182,502); result of (R$280,832) in the 1H15 Consolidated (1H14 - R$462,601) and result of R$273,821 in 2Q15 (2Q14 - R$135,710).
b) The Parent Company’s equity interests measured by the equity accounting method are detailed below:
Companies Share Capital
Adjusted Equity
Adjusted Result
Number of Shares Held (thousand)
Number of Quotas Held (thousand) Share Capital
Interest %
Total
Investments Adjustment due to Valuation (1)
ON 6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
ANTARES (3) 327,000 1,025,659 29,346 - 327,000 100,000 1,025,659 1,076,277 13,278 46,792
29,346
65,279
VALEPAR (2) (3) 11,627,225 50,710,777 (1,758,001) 275,966 - 17,442 8,844,999 8,522,846 273,821 135,710
(280,832)
462,601
Total
9,870,658 9,599,123 287,099 182,502
(251,486)
527,880
(1) Considers the results recorded by the companies, including investees’ equity variations not deriving from income, as well as adjustments due to conformity of the accounting practices, where applicable;
(2) Shared-Control Subsidiary with relevant influence guaranteed by the Shareholders' Agreement; and
(3) The company’s June 30, 2015 information was audited by the same independent auditors of BRADESPAR.
c) Breakdown of investments measured by equity accounting method in the Consolidated:
Company Total Investments Adjustment due to Valuation (1)
6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
- VALEPAR 6,765,563 7,212,094 273,821 135,710 (280,832) 462,601
- VALEPAR – adjustment effect (2) 2,079,436 1,310,752 - - - -
Overall Total 8,844,999 8,522,846 273,821 135,710 (280,832) 462,601
(1) Considering the results recorded by the companies, including investees' equity variations not deriving from income, as well as adjustments due to conformity of the
accounting practices, where applicable/ and
(2) Equity valuation adjustments, as per Law 11638/07 and CPCs 2 and 8, which are recorded against equity, basically refer to forex differences when translating foreign currency into the functional currency of the operations performed by the subsidiary VALE SA.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
10. DEBENTURES PAYABLE In 2013, BRADESPAR conducted its fifth public issue of 100,000 non-convertible debentures, at the unit face value of ten thousand Reais (R$10,000), totaling R$1,000,000, maturing in 732 days as of the issue date (July 6, 2015). Debentures will be entitled to compensatory interests corresponding to 105.3% of the accumulated variation of DI over extra group daily average rate- one-day Interbank Deposits, calculated and disclosed by CETIP, basis of 252 business days, expressed as annual percentages (“DI Rate”), incurring on the unit face value of debentures, calculated from the issue date until the end of the capitalization period, pro rata temporis.
On June 30, 2015, the updated balance totaled R$1,237,863 (December 31, 2014 – R$1,165,109).
11. PROVISIONS, CONTINGENT LIABILITIES AND ASSETS AND LEGAL OBLIGATIONS
a) Contingent assets No contingent assets were recognized; however, there are proceedings with probable chances of success, namely:
- COFINS – R$10,578 (December 31, 2014 – R$10,365): The Company pleads COFINS refund or offset, collected Law No. 9.718/98, between January and October 2001, regarding all due invoicing surplus; and
- Social Integration Program (PIS) – R$2,292 (December 31, 2014 – R$2,246): The Company pleads the PIS refund or offset, collected pursuant to Law No. 9.718/98, between January and October 2001, regarding all surplus due amounts based on the requirements set out by Supplementary Law No. 7/70 (Pis Repique), or at least regarding all due invoicing surplus.
b) Provisions classified as probable losses and legal obligations The companies covered in the Consolidated are parties in tax lawsuits arising from the regular course of its activities.
When recording provisions, Management takes into account: legal counsel’s opinion, nature of lawsuits, similarity with previous proceedings, complexity, and court standpoint, whenever losses are classified as probable.
BRADESPAR’s Management understands the provision recorded is sufficient to cover all losses arising from such proceedings.
Liabilities regarding legal obligations under legal dispute are maintained until the lawsuit is granted relief, represented by favorable court decisions over which no further appeals shall not apply or barred by law.
I) Provisions
BRADESPAR, by force of the Private Share Purchase Agreement representing Bradesplan Participações Ltda. (BRADESPLAN)’s share capital, executed with Banco Bradesco S.A. (BRADESCO) in May 2006, BRADESPAR is liable for tax proceedings (PIS and COFINS) of the former subsidiary BRADESPLAN. On June 30, 2015, the updated amount totaled R$23,836 (December 31, 2014 – R$ 27,273).
In the balance of judicial deposits on June 30, 2015, the amount of R$5,655 (December 31, 2014 – R$5,365) is related to COFINS, which must be refunded by the Brazilian Federal Revenue Service (RFB) pursuant to the aforementioned proceedings.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
II) Tax Liabilities
BRADESPAR has challenging in court the legality and constitutionality of few taxes and contributions, which are fully accrued, notwithstanding the good chances of success in the medium and long-term basis, as per its legal counsels’ opinion.
The main issue is as follows:
- COFINS – R$11,520 (December 31, 2014 – R$11,267): The Company pleads COFINS calculation and payment, from November 2001 to January 2004, over actual invoicing, as provided for in Article 2 of Supplementary Law No. 70/91, thus, eliminating the unconstitutional expansion of the basis of calculation set out in Paragraph 1 of Article 3 of Law No. 9.718/98.
III) Breakdown of provisions and legal obligations
Parent Company and Consolidated (1)
6.30.2015 12.31.2014
Balance at the beginning of the period 38,590 327,664
Net recording of reversals (4,145) (26,936)
Monetary restatement 911 15,619
Payments - (277,757)
Balance at the end of period 35,356 38,590
(1) Basically includes the write-off of PIS and COFINS proceedings, purpose of adhesion to the tax debt settlement program (Law 12996/14).
c) Contingent liabilities classified as possible losses
BRADESPAR has a system to monitor all the administrative and legal proceedings in which it is the plaintiff or defendant, and supported by its legal counsels’ opinion, it classifies lawsuits according to the expectation of failure. Within this context, contingent proceedings classified as possible losses are not recorded for accounting purposes and are merely disclosed in the notes to the financial statements. BRADESPAR is party of an Arbitration Proceeding filed by Elétron S.A. (ELÉTRON) against the Company and Litel Participações S.A. (LITEL), in which ELÉTRON claims due recognition of the following rights: (i) right to acquire a certain amount of VALEPAR’s shares, which cannot exceed 37,825,097 common shares; and (ii) right to be indemnified for eventual losses and damages. On October 3, 2011, based on previous interim award, the Arbitration Court decided, by majority vote, that BRADESPAR and LITEL are enforced to:(i) sell VALEPAR’s shares to ELÉTRON for R$632,007, to be adjusted by UFIR-RJ, between June 12, 2007 and the effective payment date; and (ii) recover dividends and interest on equity, distributed by VALEPAR, as of June 12, 2007, which totaled R$236,038 on June 30, 2015, after due CDI adjustment. The petition for due indemnification for losses and damages was rejected by the Arbitration Court. The Company filed an annulment action regarding the arbitration award in the district court of Rio de Janeiro. On April 11, 2014, a decision was rendered which deemed groundless the aforementioned annulment petition filed by Bradespar, but the claim will still be analyzed by the Court of Justice, and considers that the amount of possible losses potentially affecting its financial statements must not exceed 2% of its equity on June 30, 2015. Five arbitration appeals were judged on September 24, 2014, among which was the appeal filed by Bradespar against the decision which deemed groundless its annulment petition. The decision was held at the appeals court. Motions for clarifications were filed against the judgment and still not analyzed by the Superior Court of Justice (STJ).
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A special appeal was filed to the Superior Court of Justice and extraordinary appeals filed to the Supreme Federal Court (STF) on December 18, 2014. The decision on both appeals admissibility is currently pending. Based on an analysis of the development of case proceedings, despite the grounds for annulment, we consider chances as possible of Bradespar’s success in the annulment of the arbitration award dated December 18, 2009, as well as the subsequent acknowledgment of the nullity of all decisions rendered in the course of arbitration and the second-phase nullity and decision rendered thereon.
BRADESPAR’s direct subsidiary, ANTARES, is party in legal proceedings with the RFB, as successor of the spun-off amount of VBC Participações S.A. (VBC), regarding due compensation for tax losses and social contribution tax loss carryforwards, upon its full spin-off and subsequent liquidation, in amount exceeding the 30% limit established by Law No. 8.981/95, totaling R$224,454 on June 30, 2015 (December 31, 2014 – R$216,854): R$165,319 for income tax (December 31, 2014 – R$159,721) and R$59,135 for social contribution on net income (December 31, 2014 – R$57,133); thus, we consider as possible BRADESPAR S.A’s chances of success.
12. EQUITY a) Ownership structure in amount of shares
The fully subscribed and paid-up share capital is divided into non-par, book-entry, registered shares.
6.30.2015 12.31.2014
Common Shares 122,523,049 122,523,049
Preferred Shares 227,024,896 227,024,896
Subtotal 349,547,945 349,547,945
Treasury shares (common shares) (351,600) -
Treasury shares (preferred shares) (1,162,300) -
Total outstanding shares 348,034,045 349,547,945
b) Treasury shares
BRADESPAR has a program to acquire shares to be held in treasury for subsequent disposal or cancellation. During the extraordinary meeting of the Board of Directors held on January 13, 2015, the board authorized the Company’s Board of Executive Officers to acquire up to 24,800,000 non-par, book-entry, registered shares: 2,600,000 common shares and 22,200,000 preferred shares to be held in treasury and for subsequent disposal or cancellation, not decreasing share capital.
In total, 351,600 common shares and 1,162,300 preferred shares had been acquired by June 30, 2015, totaling R$20,310 thousand. The minimum, medium and maximum cost per common share is R$10.35, R$11.57, and R$12.68, and the costs per preferred share are R$13.44, R$13.97, and R$14.38, respectively. The market value of these shares on June 30, 2015 was R$9.39 per common share and R$10.52 per preferred share.
c) Interest on equity and/or dividends
In a meeting held on April 24. 2015, Bradespar’s Board of Directors approved the Board of Executive Officers’ proposal to pay the Company’s shareholders the first installment of the minimum annual compensation totaling US$ 70,000, corresponding to R$210,588, considering the U.S. dollar sell rate, disclosed by the Brazilian Central Bank on April 23, 2015, as follows:
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• Interest on equity, totaling R$129,000, based on the gross amount per common share of R$0.348065118 (R$0.295855350 net of withholding income tax) and per preferred share of R$0.382871631 (R$0.325440886, net of withholding income tax); and
• Dividends totaling R$81,588, of which R$0.220139045 per common share and R$0.242152951 per preferred
share.
Payments were made on May 15, 2015, benefiting shareholders registered in the Company on April 24, 2015.
13. RECOVERABLE TAXES AND TAX CREDITS
I) Parent Company
a) Recoverable taxes basically refer to income tax and social contribution from previous fiscal years and withholding income tax over financial investments and interest on equity received, totaling R$182,835 (December 31, 2014 – R$179,095).
b) Statement of calculation of charges with income tax and social contribution:
Quarters Half Years
2Q15 2Q14 1H15 1H14
Earnings before taxes (Income Tax and Social Contribution)
241,389 144,202 (327,852) 476,590
Total income tax and social contribution at the rates of 25% and 9%, respectively
(82,072) (49,029) 111,470 (162,041)
Effect of additions and exclusions in tax calculations:
Interest in subsidiaries and shared-control subsidiaries, taxed in the corresponding companies
97,614 62,051 (85,505) 179,479
Non-deductible provisions and expenses, net of non-taxable income (102) 2,324 (265) 7,155
Interest on equity received and receivable (56,338) (75,315) (56,338) (75,315)
Interest on equity paid 43,860 41,820 43,860 41,820
Unused tax credits and other amounts (2,962) 7,086 (13,222) (2,161)
Income tax and social contribution for the period - (11,063) - (11,063)
c) Unused tax credits
On June 30, 2015, unused tax credits totaled R$394,040 (December 31, 2014 – R$380,523), which did not present any prospects of being used.
II) Consolidated
a) Recoverable taxes basically refer to income tax and social contribution from previous fiscal years and withholding income tax over financial investments and interest on equity received, totaling R$191,943 (December 31, 2014 – R$187,192).
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b) Statement of calculation of charges with income tax and social contribution:
Quarters Half Years
2Q15 2Q14 1H15 1H14
Earnings before taxes (Income Tax and Social Contribution)
244,288 144,984 (322,703) 478,328
Total income tax and social contribution charges at the rates of 25% and 9%, respectively
(83,058) (49,295) 109,719 (162,632)
Effect of additions and exclusions in the calculation of taxes
Interest in shared-control subsidiaries, taxed in the corresponding companies
93,099 46,141 (95,483) 157,284
Non-deductible provisions and expenses, net of non-taxable income 2,347 7,520 6,089 17,948
Interest on equity (received and receivable) (56,338) (75,315) (56,338) (75,315)
Dividends received - 10,140 - 10,140
Interest on equity paid 43,860 41,820 43,860 41,820
Unused tax credits and other amounts (2,809) 7,144 (12,996) (2,046)
Income tax and social contribution for the period (2,899) (11,845) (5,149) (12,801)
c) Unused tax credits
On June 30, 2015, unused tax credits totaled R$432,193 (December 31, 2014 – R$418,772), which did not present any prospects of being used.
14. FINANCIAL RESULT
Parent Company
Quarters Half Years
2Q15 2Q14 1H15 1H14
Debenture interests expenses (38,232) (28,370) (72,685) (54,800)
Income from financial investments 1,117 7,540 2,805 10,979
Others 8,508 (2,583) 12,551 (4,914)
Total (28,607) (23,413) (57,329) (48,735)
Consolidated
Quarters Half Years
2Q15 2Q14 1H15 1H14
Debenture interests expenses (38,232) (28,370) (72,685) (54,800)
Income from financial investments 10,038 9,070 18,501 15,424
Others 8,540 (1,618) 12,866 (3,916)
Total (19,654) (20,918) (41,318) (43,292)
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
15. RELATED PARTIES I) Related-party transactions (direct and indirect) are performed based on conditions and fees compatible with third-
party averages, where applicable, on the date of such transactions. The main transactions are detailed below:
a) BRADESPAR Assets/(Liabilities) Income/(Expenses)
6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
Interest on redeemable shares, dividends and interest on equity:
- VALEPAR 444,859 329,131 165,699 239,777 165,699 253,552
- ANTARES - 1,172 - - - -
b) ANTARES
Assets/(Liabilities) Income/(Expenses)
6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
Dividends:
- BRUMADO - 1,010 - - - -
- BRADESPAR - (1,172) - - - -
c) BRUMADO
Assets/(Liabilities) Income/(Expenses)
6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
Interest on redeemable shares and dividends:
- VALEPAR 3,759 7,698 7,349 32,783 18,610 32,783
- ANTARES - (1,010) - - - -
Redeemable shares:
- VALEPAR 150,071 300,142 - - - -
d) VALEPAR
Assets/(Liabilities) Income/(Expenses)
6.30.2015 12.31.2014 2Q15 2Q14 1H15 1H14
Interest on redeemable shares and interest on equity:
- BRADESPAR (444,859) (329,131) (165,699) (239,777) (165,699) (253,552)
- BRUMADO (3,759) (7,698) (7,349) (32,783) (18,610) (32,783)
Redeemable shares:
- BRUMADO (150,071) (300,142) - - - -
II) Compensation of the Management’s key personnel The Annual Shareholders’ Meeting established the Management’s overall annual compensation, which is defined at the Board of Directors’ meeting as provided for by the Company’s bylaws. A maximum Management compensation amount of R$2,000 and a limit of R$2,000 for private pension plans were established for 2015.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Management short-term benefits Quarters Half Years
2Q15 2Q14 1H15 1H14
Proceeds 246 384 534 960
INSS Contribution 49 77 107 192
Total 295 461 641 1,152
Retirement obligations Quarters Half Years
2Q15 2Q14 1H15 1H14
Defined contribution supplementary private pension plans 268 - 268 -
Other benefits BRADESPAR does not have post-employment or long-term benefits upon employment contract termination, share-based compensation or profit sharing for its Management’s key personnel. Equity interest Members of the Board of Directors and Board of Executive Officers jointly hold the following equity interest in BRADESPAR: 6.30.2015 12.31.2014
• Common Shares 0.6951% 0.6936%
• Preferred Shares 0.5594% 0.5690%
• Total Shares 0.6069% 0.6127%
16. FINANCIAL INSTRUMENTS
The Financial Instruments are classified below:
June 30, 2015
Parent Company Consolidated
Loans and receivables
Available for sale
Total Loans and receivables
Available for sale
Total
Financial Assets
Cash and cash equivalents 8,787 - 8,787 302,429 - 302,429
Receivables from redeemable preferred shares - - - 153,830 - 153,830
Available-for-sale securities - - - - 1,004,010 1,004,010
Total Assets 8,787 - 8,787 456,259 1,004,010 1,460,269
June 30, 2015
Parent Company Consolidated
Amortized cost Fair value
through profit or loss
Total Amortized cost Fair value
through profit or loss
Total
Financial Liabilities
Debentures payable 1,237,863 - 1,237,863 1,237,863 - 1,237,863
Other liabilities 25,676 - 25,676 25,676 - 25,676
Total Liabilities 1,263,539 - 1,263,539 1,263,539 - 1,263,539
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
December 31, 2014
Parent Company Consolidated
Loans and receivables
Available for sale
Total Loans and receivables
Available for sale
Total
Financial Assets
Cash and cash equivalents 75,047 - 75,047 312,003 - 312,003
Receivables from redeemable preferred shares - - - 307,840 - 307,840
Available-for-sale securities - - - - 934,518 934,518
Total Assets 75,047 - 75,047 619,843 934,518 1,554,361
December 31, 2014
Parent Company Consolidated
Amortized cost Fair value
through profit or loss
Total Amortized cost Fair value
through profit or loss
Total
Financial Liabilities
Debentures payable 1,165,109 - 1,165,109 1,165,109 - 1,165,109
Other liabilities 25,690 - 25,690 25,690 - 25,690
Total Liabilities 1,190,799 - 1,190,799 1,190,799 - 1,190,799
a) Financial assets
The main financial assets, recorded under assets and liabilities, refer to the principal and interests on redeemable preferred shares held, either directly or indirectly in VALEPAR and indirect investments in CPFL Energia, whose historical cost is R$73,145 (December 31, 2014 – R$73,145), based on the market value of R$1,004,010 (December 31, 2014 – R$934,518) and surplus of R$930,865 (December 31, 2014 – R$861,373). Redeemable preferred shares are measured at the amortized cost and are stated in Note 8. Investments in CPFL Energia are classified as available-for-sale securities at fair value, against equity. BRADESPAR and its subsidiaries did not have any derivative operations on June 30, 2015 and December 31, 2014. The credit quality of financial assets not yet due and without any evidence of impairment may be valued based on external credit ratings (if applicable) or historical information on counterparties’ delinquency ratios. None of the financial assets fully in compliance were renegotiated over the last fiscal year, and none of the amounts recorded under accounts receivable is overdue or show signs of impairment.
b) Non-discounted cash flow for financial liabilities
Below, the non-discounted contractual cash flow payable, based on non-derivative financial liabilities, stated by the remaining contractual maturity until the end of the reporting period.
Parent Company and Consolidated
Less than one year
Between one and two years
Total
On June 30, 2015
Debentures payable 1,240,513 - 1,240,513
On December 31, 2014
Debentures payable 1,234,881 - 1,234,881
Cash flows are estimates prepared by the Company and may vary significantly from this analysis due to variations in the respective index.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
c) Sensitivity analysis In compliance with the CVM Rule 475/08, the following chart shows the sensitivity of positions subject to variations in market rates or prices:
Risk Factors Definition
Scenarios
June 30, 2015 December 31, 2014
1 2 3 1 2 3
Interest rate in Reais
Exposures subject to variations of fixed interest rates and interest rate coupon
(27) (9,296) (18,242) (35) (10,316) (20,235)
Equities Exposures subject to stock price variation
(10,040) (251,002) (502,005) (9,345) (233,629) (467,259)
Total without Correlation (10,067) (260,298) (520,247) (9,380) (243,945) (487,494)
Total with Correlation (10,045) (253,078) (506,071) (9,351) (235,780) (471,465)
The sensitivity analysis was performed based on the scenarios developed for the respective dates, always considering the market information of the time and scenarios that would negatively affect our positions.
Scenario 1: Based on the market information (BM&FBovespa, Anbima, etc.), 1-basis point shocks were applied for the interest rate and 1% variation for prices. Example: a 14.33% p.a. scenario was applied to a fixed 1-year interest rate of 14.32%;
Scenario 2: Shocks of 25% were applied based on the market. Example: a 17.90% p.a. scenario was applied to a fixed 1-year interest rate of 14.32%.The scenarios for the remaining risk factors also represented a shock of 25% in the respective curves or prices, and
Scenario 3: Shocks of 50% were applied based on the market. Example: a 21.48% p.a. scenario was applied to a fixed 1-year interest rate of 14.32%.The scenarios for the remaining risk factors also represented a shock of 50% in the respective curves or prices.
17. FAIR VALUE ESTIMATE
The Company considered the same calculation methodology and assumptions established in the financial statements of December 31, 2014 to measure the fair value of assets and liabilities for the period.
The assets and liabilities measured by fair value are detailed below:
June 30, 2015
Consolidated (1)
Carrying amount Level 1
Financial Assets
Available-for-sale securities 1,004,010 1,004,010
Total Assets 1,004,010 1,004,010
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
December 31, 2014
Consolidated (1)
Carrying amount Level 1
Financial Assets
Available-for-sale securities 934,518 934,518
Total Assets 934,518 934,518
(1) The Company does not have assets measured at fair value based on levels 2 and 3 and liabilities of levels 1, 2 and 3.
18. OTHER INFORMATION a) Amounts Receivable totaling R$444,859 (December 31, 2014 – R$330,303), in the Parent Company and
R$444,859 (December 31, 2014 – R$329,131), in the Consolidated, substantially referring to interest on equity receivable from VALEPAR;
b) Other Liabilities totaling R$26,409 (December 31, 2014 – R$27,249), in both the Parent Company and
Consolidated, substantially refer to the share fractions of reverse split resolved at the Extraordinary Shareholders’ Meeting of April 30, 2004, which were sold in auction at the BM&FBovespa on July 14, 2004, and amounts were credited or made available to shareholders; and
c) General and Administrative Expenses, in the Parent Company, refer to Staff Expenses totaling R$1,033 in 1H15 (1H14 – R$1,337) and R$618 in 2Q15 (2Q14 – R$542) and Other General and Administrative Expenses, totaling R$2,473 in 1H15 (1H14 – R$1,399) and R$954 in 2Q15 (2Q14 – R$751). In the Consolidated, such expenses refer to Staff Expenses, totaling R$1,033 in 1H15 (1H14 – R$1,337) and R$618 in 2Q15 (2Q14 – R$542) a nd Other General and Administrative Expenses, totaling R$2,599 in 1H15 (1H14 – R$1,405) and R$1,079 in 2Q15 (2Q14 – R$751).
19. EVENTS AFTER THE REPORTING PERIOD
a) Decree 8426 was enacted on April 1, 2015, which reestablishes all PIS/PASEP Contribution rates (0.65%) and COFINS rate (4%) applied over financial income earned by legal entities under the non-cumulative tax assessment of referred contributions.
b) On July 6, 2015, BRADESPAR conducted the 6th issue of 126,000 non-convertible debentures, with unit face value
of ten thousand reais (R$10,000), totaling R$1,260,000, maturing in 1,096 days as of the issue date, i.e., July 6, 2018. Debentures will earn interest corresponding to105.5% of the accumulated variation of the DI over extra group daily average rate - Interbank one-day deposit rate (DI), calculated and disclosed by CETIP, based on a year of 252 business days, expressed as annual percentage (“DI rate”), incurring on the unit face value of debentures, calculated as of the issue date until the end of the capitalization period, pro rata temporis. The proceeds raised with the Debenture issue will be allocated to fully settle the Company’s monetary obligations related to 5th issue debentures, single series, maturing on July 6, 2015.
c) In a meeting held on August 3, 2015, the Board of Directors resolved to renew the share buyback program to be held in treasury and subsequent sale or cancellation, maintaining the same amounts, not decreasing share capital. The Board also authorized the Company’s Board of Executive Officers to acquire up to 24,800,000 non-par registered, book-entry shares, of which 2,600,000 are common shares and 22,200,000 preferred shares, for 365 days; and
d) In a meeting held on August 5, 2015, the Board of Directors resolved to decrease the amount of shares to be acquired to up to 23,100,000 non-part, registered, book-entry shares, up to 2,200,000 common shares and 20,900,000 preferred shares to conform them with the provisions of Article 3 of CVM Rule 10 of February 1980.
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
20. ADDITIONAL INFORMATION ON SHARED-CONTROL SUBSIDIARIES
Below, the summary of the Statement of Financial Position and Statement of Income published by VALEPAR and VALE, not representing BRADESPAR’s proportional interest:
STATEMENT OF FINANCIAL POSITION
VALE (1) VALEPAR
6.30.2015 12.31.2014 6.30.2015 12.31.2014
ASSETS
Current 56,057,189 53,744,764 11,492 8,095
Non-Current:
Long-Term 23,131,232 19,071,659 2,591,059 2,433,875
Investments 13,056,627 10,977,902 54,099,308 52,416,909
Property, plant and equipment 221,144,019 207,507,063 - -
Intangible 19,669,051 18,114,144 - -
TOTAL 333,058,118 309,415,532 56,701,859 54,858,879
LIABILITIES AND EQUITY
Current 32,140,304 28,513,757 3,124,157 3,034,221
Non-Current 146,188,750 131,300,152 2,866,925 2,614,566
Equity 154,729,064 149,601,623 50,710,777 49,210,092
TOTAL 333,058,118 309,415,532 56,701,859 54,858,879
Direct and Indirect Interest 5.88% 5.88% 17.44% 17.44%
STATEMENT OF INCOME
VALE (1) VALEPAR
2Q15 2Q14 1H15 1H14 2Q15 2Q14 1H15 1H14
Income from the sale of goods and/or services
21,441,071
22,084,141
39,467,684
44,493,175
-
-
-
- Cost of goods sold and services rendered
(15,967,647)
(13,566,266)
(30,955,851)
(26,737,861)
-
-
-
-
Gross Profit
5,473,424
8,517,875
8,511,833
17,755,314
-
-
-
-
Operating Income /(Expenses)
(2,203,752)
(3,605,221)
(3,079,951)
(5,708,496)
(97,440)
(144,860)
(97,733)
(145,103)
Net Financial Result
1,624,277
(128,546)
(12,053,765)
199,088
(33,238)
(77,768)
(145,637)
(194,724) Equity in the Earnings of Subsidiaries
668,041
542,163
(157,317)
1,000,828
1,733,449
1,074,103
(1,481,163)
3,065,455
Earnings before Income Taxes
5,561,990
5,326,271
(6,779,200)
13,246,734
1,602,771
851,475
(1,724,533)
2,725,628 Income Tax and Social Contribution
(561,094)
(2,236,416)
2,088,430
(4,573,111)
(32,879)
(73,409)
(33,468)
(73,409)
Profit/Loss for the Period
5,000,896
3,089,855
(4,690,770)
8,673,623
1,569,892
778,066
(1,758,001)
2,652,219 (1) Consolidated information for the periods
VALE is a publicly-held company, accordingly, files its information with the Brazilian Securities and Exchange Commission (CVM). Therefore, detailed information on the Company, as of June 30, 2015 and December 31, 2014, may be directly obtained with the CVM, at its website www.cvm.gov.br.
Cid de Oliveira Guimarães Accountant - CRC 1SP218369/O-0
Page: 38 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Other Relevant Company Information
SHAREHOLDERS WITH MORE THAN 5% OF SHARES OF EACH TYPE AND CLASS - ITR
SHAREHOLDING POSITION OF SHAREHOLDERS WITH MORE THAN 5% OF COMPANY SHARES OF EACH TYPE AND CLASS, UNTIL INDIVIDUAL LEVEL
Company: BRADESPAR S.A. Position on 06/30/2015 (in [Units] Shares)
Shareholder Common Shares P r e f e r r e d
Preferred Shares Total
Quantity % Quantity % Quantity % Cidade de Deus - Cia. Cial de Participações
44,883,224
36.6325
300,960
0.1326
45,184,184
12.9265
NCF Participações S.A.
30,388,376
24.8022
2,235,627
0.9847
32,624,003
9.3332
Fundação Bradesco
18,179,304
14.8375
-
-
18,179,304
5.2008
Treasury Shares
351,600
0.2870
1,162,300
0.5120
1,513,900
0.4331
Other Shareholders
28,720,545
23.4409
223,326,009
98.3707
252,046,554
72.1064
Total
122,523,049
100.00
227,024,896
100.00
349,547,945
100.00
LEGAL ENTITY SHARE CAPITAL DISTRIBUTION (COMPANY SHAREHOLDER), UNTIL INDIVIDUAL LEVEL
Name: CIDADE DE DEUS CIA. COMERCIAL DE PARTICIPAÇÕES Position on 06/30/2015 (in [Units] Shares)
Shareholder / Quotaholder
Common Shares/Quotas Preferred Shares/Quotas Total
Quantity % Quantity % Quantity %
Nova Cidade de Deus Particip. S.A
3,330,454,556
45.0505
-
-
3,330,454,556
45.0505
Fundação Bradesco
2,462,446,247
33.3091
-
-
2,462,446,247
33.3091
Lina Maria Aguiar
631,233,924
8.5386
-
-
631,233,924
8.5386
Lia Maria Aguiar
496,778,330
6.7198
-
-
496,778,330
6.7198
Others
471,793,268
6.3819
-
-
471,793,268
6.3819 Total
7,392,706,325
100.00
-
-
7,392,706,325
100.00
LEGAL ENTITY SHARE CAPITAL DISTRIBUTION (COMPANY SHAREHOLDER), UNTIL INDIVIDUAL LEVEL
Name: NOVA CIDADE DE DEUS PARTICIPAÇÕES S.A. Position on 06/30/2015 (in [Units] Shares)
Shareholder / Quotaholder Common Shares/Quotas Preferred Shares/Quotas Total
Quantity % Quantity % Quantity %
Fundação Bradesco
132,647,429
46.3016
303,570,305
100.00
436,217,734
73.9282
BBD Participações S.A.
153,837,939
53.6984
-
-
153,837,939
26.0718
Total
286,485,368
100.00
303,570,305
100.00
590,055,673
100.00
LEGAL ENTITY SHARE CAPITAL DISTRIBUTION (COMPANY SHAREHOLDER), UNTIL INDIVIDUAL LEVEL
Name: NCF PARTICIPAÇÕES S.A. Position on 06/30/2015 (in [Units] Shares)
Shareholder / Quotaholder Common Shares/Quotas Preferred Shares/Quotas Total
Quantity % Quantity % Quantity % Fundação Bradesco
283,571,490
25.1288
1,005,739,284
100.00
1,289,310,774
60.4116
Cidade de Deus - Cia. Cial de Participações
843,211,787
74.7216
-
-
843,211,787
39.5093
Nova Cidade de Deus Particip. S.A. 1,688,246 0.1496 - - 1,688,246 0.0791 Total
1,128,471,523
100.00
1,005,739,284
100.00
2,134,210,807
100.00
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
LEGAL ENTITY SHARE CAPITAL DISTRIBUTION (COMPANY SHAREHOLDER), UNTIL INDIVIDUAL LEVEL
Name: BBD PARTICIPAÇÕES S.A. Position on 06/30/2015 (in [Units] Shares)
Shareholder / Quotaholder Common Shares/Quotas Preferred Shares/Quotas Total
Quantity % Quantity % Quantity % NCD Participações Ltda
-
-
67,551,600
50.8401
67,551,600
21.8559
Treasury
73,268,091
41.5809
16,130,363
12.1399
89,398,454
28.9243
Lázaro de Mello Brandão
11,700,000
6.6399
-
-
11,700,000
3.7855
Antônio Bornia
9,060,505
5.1420
-
-
9,060,505
2.9315
Others
82,177,703
46.6372
49,188,648
37.0200
131,366,351
42.5028
Total
176,206,299
100.00
132,870,611
100.00
309,076,910
100.00
POSITION OF CONTROLLING SHAREHOLDERS, MANAGEMENT AND OUTSTANDING SHARES
CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS
AND MANAGEMENT AND OUTSTANDING SHARES
Position on 06/30/2015
Shareholder
Quantity of Common Shares (in Units)
%
Quantity of Preferred Shares (in Units)
% Total Quantity of
Shares (in Units)
%
Controlling Shareholders
95,125,912
77.6392
3,264,600
1.4380
98,390,512
28.1479
Management
Board of Directors
851,617
0.6951
1,269,894
0.5594
2,121,511
0.6069
Treasury Shares
351,600
0.2870
1,162,300
0.5120
1,513,900
0.4331
Other Shareholders
26,193,920
21.3788
221,328,102
97.4907
247,522,022
70.8120
Total
122,523,049
100.00
227,024,896
100.00
349,547,945
100.00
Outstanding Shares
26,193,920
21.3788
221,328,102
97.4907
247,522,022
70.8120
CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDERS
AND MANAGEMENT AND OUTSTANDING SHARES
Position on 6/30/2014 (12 months ago)
Shareholder
Quantity of Common Shares (in Units)
%
Quantity of Preferred Shares (in Units)
% Total Quantity of
Shares (in Units)
%
Controlling Shareholder
95,125,912
77.6392
3,264,600
1.4380
98,390,512
28.1479
Management
Board of Directors
849,616
0.6934
1,255,593
0.5531
2,105,209
0.6023
Board of Executive Officers
300
0.0002
18,601
0.0082
18,901
0.0054
Fiscal Council
1
-
-
-
1
-
Other Shareholders
26,547,220
21.6671
222,486,102
98.0008
249,033,322
71.2444
Total
122,523,049
100.00
227,024,896
100.00
349,547,945
100.00
Outstanding Shares
26,547,221
21.6671
222,486,102
98.0008
249,033,323
71.2444
Page: 40 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Report on special review – Without exceptions
Independent Auditors’ Report on Review of Interim Financial Information
To the Board of Directors and Shareholders of
Bradespar S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying parent company and consolidated interim financial information of Bradespar S.A. (“the Company”), included in the Quarterly Information Form - ITR for the quarter ended June 30, 2015, which comprise the statement of financial position as at June 30, 2015 and the related statements of income, comprehensive income, changes in shareholders' equity and cash flows for the quarter and six-month period then ended, including the explanatory notes.
Management is responsible for the preparation of these interim financial information in accordance with the accounting standard CPC 21(R1) and IAS 34, Interim Financial Reporting issued by the International Accounting Standards Board - IASB, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of the Quarterly Information - ITR. Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of Review
We conducted our review in accordance with the Brazilian and International Standard on Review of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim financial information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the preparation of the Quarterly Information - ITR, and presented in accordance with the standards issued by the CVM. Other matters Statements of value added We have also reviewed the parent company and consolidated statements of value added for the six-month period ended June 30, 2015. These statements are the responsibility of the Company´s management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information - ITR and are considered supplementary information under International Financial Reporting Standards (IFRS), which do not require the presentation of the statement of value added. These statements have been subjected to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the parent company and consolidated interim financial information taken as a whole. Osasco, August 11, 2015 Original report in Portuguese signed by KPMG Auditores Independentes
CRC 2SP028567/O-1 F SP
André Dala Pola
Contador CRC 1SP214007/O-2
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ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Fiscal Council´s Report
The undersigned members of Bradespar S.A.’s Fiscal Council, in the performance of their legal and statutory duties,
analyzed the Management’s Comments on the Company’s Performance and the Financial Statements for the first half of
2015, drawn up in compliance with the Technical Pronouncements of the Accounting Pronouncements Committee – CPC
and together with the unqualified Review Report prepared by KPMG Auditores Independentes on the aforesaid Financial
Statements, concluded they are not aware of any fact to make them believe that the consolidated interim financial
information was not prepared, in all material respects, in accordance with CPC 21 and IAS 34, applicable to the
preparation of the Quarterly Financial Information – ITR and they were presented consistently with the rules issued by the
Brazilian Securities Commission.
Osasco, SP, August 10, 2015.
Fiscal Council’s Members
• Ariovaldo Pereira
• João Batista Moraes
• Marcos Antônio Martins
• Luis Claudio de Freitas Coelho Pereira
• Peter Edward Cortes Marsden Wilson
Page: 42 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Statement of the Chief Executive and Investor Relations Officer
I, Fernando Jorge Buso Gomes, certify that:
1. Based on my knowledge, the planning submitted by the auditors and subsequent discussions on the audit results, I
agree with the conclusions expressed in the Report prepared by KPMG Auditores Independentes, without any
disagreement;
2. I have reviewed Bradespar’s Financial Statements for the period ended June 30, 2015 and based on subsequent
discussions, I agree that these financial statements properly reflect all the relevant aspects, the equity and financial
position for the reported period.
São Paulo, SP, August 11, 2015.
Fernando Jorge Buso Gomes
Chief Executive and Investor Relations Officer
Page: 43 of 44
ITR - Interim Financial Statements – 06/30/2015 - BRADESPAR S/A
Officer’s Statement
I, Sérgio Alexandre Figueiredo Clemente, certify that:
1. Based on my knowledge, the planning submitted by the auditors and subsequent discussions on the audit results, I
agree with the conclusions expressed in the Report prepared by KPMG Auditores Independentes, without any
disagreement;
2. I have reviewed Bradespar’s Financial Statements for the period ended June 30, 2015 and based on subsequent
discussions, I agree that these financial statements properly reflect all the relevant aspects, the equity and financial
position for the reported period.
São Paulo, SP, August 11, 2015.
Sérgio Alexandre Figueiredo Clemente
Officer
Page: 44 of 44