ENERGY CO OF PARANA
For the period ended Dec 31, 2023. Filed Apr 11, 2024.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Apr 11, 2024
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Cover page
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** As filed with the Securities and Exchange Commission on April 10, 2024**
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
Commission file number:001-14668
COMPANHIA PARANAENSE DE ENERGIA – COPEL
(Exact Name of Registrant as Specified in its Charter)
| Energy Company of Paraná (Translation of Registrant’s Name into English) | The Federative Republic of Brazil D5 (Jurisdiction of Incorporation or Organization) |
|---|
Rua José Izidoro Biazetto, 158 – bloco A – 81200-240 Curitiba, Paraná, Brazil
(Address of Principal Executive Offices)
Daniel Pimentel Slaviero
+55 41 3331 4011 – ri@copel.com
Rua José Izidoro Biazetto, 158 – bloco A – CEP 81200-240, Curitiba, Paraná, Brazil
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Shares, without par value | N/A | New York Stock Exchange* |
| Preferred Class B Shares, without par value | N/A | New York Stock Exchange* |
| American Depositary Shares (as evidenced by American Depositary Receipts), each representing four Common Shares of COPEL | ELPC | New York Stock Exchange |
| American Depositary Shares (as evidenced by American Depositary Receipts), each representing four Preferred Class B Shares of COPEL | ELP | New York Stock Exchange |
- Shares are not listed for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
**Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of December 31, 2023:**F1
1,300,347,300 Common Shares, without par value
3,128,000 Class A Preferred Shares, without par value
1,679,335,290 Class B Preferred Shares, without par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒No☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act:
Large accelerated filer ☒Accelerated filer☐
Non-accelerated filer☐Emerging growth company☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | IFRS - International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17☐Item 18☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐No☒
Table of Contents
| Presentation of Financial and Other Information | 2 |
|---|---|
| Forward-Looking Statements | 3 |
| Item 1. Identity of Directors, Senior Management and Advisers | 3 |
| Item 2. Offer Statistics and Expected Timetable | 3 |
| Item 3. Key Information | 4 |
| Risk Factors | 4 |
| Item 4. Information on the Company | 22 |
| The Company | 22 |
| Significant Changes in Our Business | 27 |
| Business | 28 |
| Concessions | 53 |
| Competition | 61 |
| Environment, Social and Governance | 62 |
| Plant, Property and Equipment | 65 |
| The Expropriation Process | 66 |
| The Brazilian Electric Power Industry | 67 |
| Item 4A. Unresolved Staff Comments | 92 |
| Item 5. Operating and Financial Review and Prospects | 93 |
| Overview | 93 |
| Analysis of Electricity Sales and Cost of Electricity Purchased | 97 |
| Results of Operations for the Years Ended December 31, 2023 and 2022 | 98 |
| Liquidity and Capital Resources | 105 |
| Item 6. Directors, Senior Management and Employees | 111 |
| Board of Directors | 111 |
| Executive Board | 114 |
| Supervisory Board | 117 |
| Audit Committee | 118 |
| Appointment and Evaluation Committee | 119 |
| Investment and Innovation Comittee | 120 |
| Sustainable Development Committee | 121 |
| Minoritary Shareholders Committee | 121 |
| Compensation of Directors, Officers, Fiscal Council Members and Audit Committee Members | 122 |
| Employees | 123 |
| Share Ownership | 124 |
| Item 7. Major Shareholders and Related Party Transactions | 125 |
| Major Shareholders | 125 |
| Related Party Transactions | 128 |
| Item 8. Financial Information | 129 |
| Legal Proceedings | 130 |
| Dividend Payment | 132 |
| Item 9. The Offer and Listing | 137 |
| Item 10. Additional Information | 138 |
| Memorandum and Articles of Association | 138 |
| Material Contracts | 144 |
| Exchange Controls | 145 |
| Taxation | 147 |
| Documents on Display | 153 |
| Item 11. Quantitative and Qualitative Disclosures about Market Risk | 153 |
| Item 12. Description of Securities Other than Equity Securities | 153 |
| Item 12A. Debt Securities | 153 |
| Item 12B. Warrants and Rights | 153 |
| Item 12C. Other Securities | 153 |
| Item 12D. American Depositary Shares | 153 |
| Item 13. Defaults, Dividend Arrearages and Delinquencies | 154 |
| Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds | 154 |
| Item 15. Control and Procedures | 154 |
| Item 16A. Audit Committee Financial Expert | 155 |
| Item 16B. Code of Ethics | 155 |
| Item 16C. Principal Accountant Fees and Services | 155 |
|---|---|
| Item 16D. Exemption from the Listing Standards for Audit Committees | 156 |
| Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 157 |
| Item 16F. Changes in Registrant’s Certifying Accountant | 157 |
| Item 16G. Corporate Governance | 157 |
| Item 16H. Mine Safety Disclosure | 159 |
| Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 159 |
| Item 16J. Insider Trading Policies | 160 |
| Item 16K. Cybersecurity | 160 |
| Item 17. Financial Statements | 161 |
| Item 18. Financial Statements | 161 |
| Item 19. Exhibits | 162 |
| Technical Glossary | 163 |
| Signatures | 169 |
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