UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2013
Commission File Number: 001-14475
TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)
TELEFONICA BRAZIL S.A.
(Translation of registrant’s name into English)
Av. Eng° Luís Carlos Berrini, 1376 - 28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F |
X |
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Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes |
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No |
X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes |
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No |
X |
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CE-0601-13
REPORT OF QUARTERLY INFORMATION REVIEW
To the Shareholders, Board Members and Directors of
TELEFÔNICA BRASIL S.A.
São Paulo - SP
Introduction
We have reviewed the individual and consolidated interim accounting information of TELEFÔNICA BRASIL S.A. and subsidiaries, contained in the ITR (Quarterly Information Form), referring to the quarter ended on June 30, 2013, which comprises the balance sheet and related statements of income, of comprehensive income, of changes in shareholders’ equity and of cash flows for the three-month period then ended, including the notes thereto.
The management is responsible for the preparation of the individual interim accounting information according to CPC Technical Pronouncement CPC 21 – Interim Statement and interim consolidated accounting information according to CPC 21 and international standard IAS 34 – Interim Financial Reporting, issued by International Accounting Standards Board – IASB, as well as for the presentation of such information according to standards issued by CVM (SEC), applicable to the preparation of 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 standards of review of interim information (NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of inquiries, mainly to those responsible for financial and accounting matters, and the application of analytical procedures and other review procedures.
The scope of a review is significantly less in scope than an audit and, consequently, it did not allow us to obtain assurance that we became aware of all significant matters which could be identified in an audit. Accordingly, we did not express an audit opinion.
2
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Conclusion on individual interim information
Based on our review, we are not aware of any fact which makes us believe that the individual interim accounting information included in the aforesaid quarterly information was not prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of Quarterly Information (ITR) and presented in accordance with the Brazilian SEC (CVM) regulations.
3
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Conclusion on consolidated interim information
Based on our review, we are not aware of any fact which makes us believe that the consolidated interim accounting information included in the aforesaid quarterly information was not prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of Quarterly Information (ITR) and presented in accordance with Brazilian SEC (CVM) regulations.
Emphasis
Restatement of corresponding amounts
As mentioned in note 2, as a consequence of changes in the accounting policy introduced by the adoption of IFRS 11, the corresponding amounts, individual and consolidated, related to the balance sheet of the year ended December 31, 2012, and the interim accounting information related to the statement of income, of comprehensive income, of changes in shareholders’ equity, of cash flow and of value added (supplementary information), referring to the six-month period ended June 30, 2013, presented for comparison purposes, were adjusted and are being restated according to CPC 23 – Políticas Contábeis, Mudança de Estimativa e Retificação de Erro (Accounting Policies, Change in Estimate and Ratification of Error) and CPC 26(R1) - Apresentação das Demonstrações Contábeis (Presentation of Financial Statements). Our conclusion did not change regarding this matter.
Other matters
Interim statement of value added
We have also reviewed the individual and consolidated statement of value added (SVA), referring to the six-month period ended June 30, 2013, the presentation of which in the interim information is required according to standards issued by CVM, regulations applicable to the preparation of the Quarterly Information – ITR and considered as supplementary information by IFRS’s standards, which do not require the presentation of the SVA. These statements were submitted to the same review procedures previously described and, based on our review, we have no knowledge of any fact which could make us believe that they were not prepared, in all material aspects, in accordance with individual and consolidated interim accounting information taken as a whole.
São Paulo, July 22, 2013.
CRC Nº 2SP013002/O-3
Clóvis Ailton Madeira
CTCRC Nº 1SP106895/O-1 "S"
4
TELEFÔNICA BRASIL S. A. | ||||||||||||||||||||
Balance sheets | ||||||||||||||||||||
June 30, 2013 and December 31, 2012 | ||||||||||||||||||||
(In thousands of reais) | ||||||||||||||||||||
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Company |
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Consolidated |
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Company |
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Consolidated | ||||||||
ASSETS |
Note |
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6.30.13 |
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12.31.12 |
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6.30.13 |
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12.31.12 |
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LIABILITIES AND EQUITY |
Note |
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6.30.13 |
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12.31.12 |
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6.30.13 |
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12.31.12 |
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CURRENT ASSETS |
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8,570,644 |
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6,515,094 |
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17,227,068 |
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16,209,181 |
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CURRENT LIABILITIES |
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7,270,046 |
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5,910,070 |
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13,788,884 |
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13,536,792 |
Cash and cash equivalents |
3 |
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4,367,490 |
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3,079,282 |
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7,779,199 |
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7,133,485 |
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Personnel, social charges and benefits |
13 |
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155,313 |
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205,780 |
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368,480 |
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416,252 |
Short-term investments pledged as collateral |
3 |
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- |
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- |
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253,472 |
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- |
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Trade accounts payable |
14 |
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2,149,398 |
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2,191,047 |
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5,915,604 |
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5,889,068 |
Trade accounts receivable, net |
4 |
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2,143,996 |
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2,150,724 |
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5,355,643 |
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5,512,272 |
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Taxes, charges and contributions |
15 |
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478,061 |
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529,055 |
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1,375,270 |
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1,781,250 |
Inventories |
5 |
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27,015 |
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24,403 |
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502,803 |
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387,809 |
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Loans and financing |
16.1 |
|
774,617 |
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743,941 |
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1,282,943 |
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1,255,323 |
Taxes recoverable |
6.1 |
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529,295 |
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602,328 |
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1,969,172 |
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2,052,421 |
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Debentures |
16.2 |
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723,698 |
|
702,215 |
|
723,698 |
|
702,215 |
Judicial deposits and garnishments |
7 |
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- |
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- |
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131,823 |
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126,625 |
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Dividends and interest on equity |
17 |
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1,973,655 |
|
467,831 |
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1,973,655 |
|
467,831 |
Derivative transactions |
34 |
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59,948 |
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39,197 |
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64,918 |
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41,109 |
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Provisions |
18 |
|
367,098 |
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334,852 |
|
527,445 |
|
496,790 |
Prepaid expenses |
8 |
|
138,786 |
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26,610 |
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858,426 |
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248,337 |
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Derivative transactions |
34 |
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7,970 |
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8,747 |
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45,146 |
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29,586 |
Dividends and interest on equity |
17 |
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1,099,939 |
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394,105 |
|
1,140 |
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1,140 |
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Deferred income |
19 |
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67,385 |
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69,743 |
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798,832 |
|
734,573 |
Other assets |
9 |
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204,175 |
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198,445 |
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310,472 |
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705,983 |
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Reverse split of fractional shares |
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345,793 |
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345,953 |
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389,349 |
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389,510 |
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Authorization license |
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- |
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- |
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58,530 |
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994,977 |
NONCURRENT ASSETS |
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50,440,337 |
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51,067,347 |
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53,370,078 |
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54,041,911 |
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Other liabilities |
20 |
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227,058 |
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310,906 |
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329,932 |
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379,417 |
Short-term investments pledged as collateral |
3 |
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23,881 |
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23,920 |
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110,719 |
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109,708 |
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Trade accounts receivable, net |
4 |
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- |
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- |
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224,671 |
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93,378 |
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NONCURRENT LIABILITIES |
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8,430,396 |
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6,991,251 |
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13,497,723 |
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12,033,180 |
Taxes recoverable |
6.1 |
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284,319 |
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549,225 |
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484,449 |
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738,965 |
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Taxes, charges and contributions |
15 |
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28,890 |
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30,057 |
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514,523 |
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488,749 |
Deferred taxes |
6.2 |
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- |
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- |
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1,045,989 |
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1,027,888 |
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Deferred taxes |
6.2 |
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1,366,004 |
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1,216,651 |
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1,372,754 |
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1,216,651 |
Judicial deposits and garnishments |
7 |
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3,196,738 |
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3,068,256 |
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4,151,964 |
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3,909,268 |
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Loans and financing |
16.1 |
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375,461 |
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582,422 |
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3,427,889 |
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3,756,001 |
Derivative transactions |
34 |
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20,201 |
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21,465 |
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374,697 |
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286,278 |
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Debentures |
16.2 |
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3,556,515 |
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2,253,690 |
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3,556,515 |
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2,253,690 |
Prepaid expenses |
8 |
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13,782 |
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16,720 |
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26,930 |
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31,396 |
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Provisions |
18 |
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2,634,820 |
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2,457,632 |
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3,784,559 |
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3,453,637 |
Other assets |
9 |
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201,351 |
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75,587 |
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126,469 |
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92,308 |
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Derivative transactions |
34 |
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- |
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3,733 |
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21,007 |
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26,545 |
Investments |
10 |
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21,361,644 |
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21,561,061 |
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132,781 |
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142,881 |
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Deferred income |
19 |
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41,520 |
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39,022 |
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262,734 |
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303,362 |
Property, plant and equipment, net |
11 |
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10,051,716 |
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10,020,263 |
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17,085,082 |
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17,604,144 |
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Post-retirement benefit plans |
33 |
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386,472 |
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372,368 |
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407,289 |
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392,269 |
Intangible assets, net |
12 |
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15,286,705 |
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15,730,850 |
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29,606,327 |
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30,005,697 |
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Other liabilities |
20 |
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40,714 |
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35,676 |
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150,453 |
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142,276 |
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TOTAL EQUITY |
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43,310,539 |
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44,681,120 |
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43,310,539 |
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44,681,120 |
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EQUITY |
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43,310,539 |
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44,681,120 |
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43,310,539 |
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44,681,120 |
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Capital |
21 |
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37,798,110 |
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37,798,110 |
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37,798,110 |
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37,798,110 |
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Capital reserves |
21 |
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2,686,897 |
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2,686,897 |
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2,686,897 |
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2,686,897 |
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Income reserves |
21 |
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1,100,000 |
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1,100,000 |
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1,100,000 |
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1,100,000 |
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Premium on acquisition of non-controlling interest |
21 |
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(70,448) |
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(70,448) |
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(70,448) |
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(70,448) |
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Other comprehensive income |
21 |
|
12,935 |
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17,792 |
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12,935 |
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17,792 |
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Proposed additional dividend |
21 |
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- |
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3,148,769 |
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- |
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3,148,769 |
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Retained earnings |
21 |
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1,783,045 |
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- |
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1,783,045 |
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- |
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TOTAL ASSETS |
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59,010,981 |
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57,582,441 |
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70,597,146 |
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70,251,092 |
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TOTAL LIABILITIES AND EQUITY |
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59,010,981 |
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57,582,441 |
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70,597,146 |
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70,251,092 |
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5
TELEFÔNICA BRASIL S. A. | |||||||||
Income statements | |||||||||
Six-month periods ended June 30, 2013 and 2012 | |||||||||
(In thousands of reais) |
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Company |
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Consolidated | ||||
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Note |
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2013 |
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2012 |
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2013 |
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2012 |
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OPERATING REVENUE, NET |
22 |
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6,284,351 |
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6,445,441 |
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17,046,989 |
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16,551,720 |
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Cost of services rendered and products sold |
23 |
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(4,097,346) |
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(3,713,895) |
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(8,798,819) |
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(8,113,872) |
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GROSS PROFIT |
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2,187,005 |
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2,731,546 |
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8,248,170 |
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8,437,848 |
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OPERATING INCOME (EXPENSES) |
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(182,572) |
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(448,998) |
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(5,772,404) |
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(5,169,475) |
Selling expenses |
24 |
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(1,504,737) |
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(1,597,374) |
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(4,517,671) |
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(4,308,701) |
General and administrative expenses |
25 |
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(349,739) |
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(375,536) |
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(1,177,126) |
|
(1,102,351) |
Equity pick-up |
10 |
|
1,801,316 |
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1,620,591 |
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(2,061) |
|
1,224 |
Other operating income (expenses), net |
26 |
|
(129,412) |
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(96,679) |
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(75,546) |
|
240,353 |
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OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES) |
|
|
2,004,433 |
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2,282,548 |
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2,475,766 |
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3,268,373 |
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Financial income |
27 |
|
263,076 |
|
299,540 |
|
748,996 |
|
619,217 |
Financial expenses |
27 |
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(389,502) |
|
(347,022) |
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(839,059) |
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(748,932) |
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INCOME BEFORE TAXES |
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1,878,007 |
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2,235,066 |
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2,385,703 |
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3,138,658 |
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Income and social contribution taxes |
28 |
|
(153,577) |
|
(191,501) |
|
(661,273) |
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(1,096,508) |
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NET INCOME FOR THE PERIOD |
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|
1,724,430 |
|
2,043,565 |
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1,724,430 |
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2,042,150 |
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Attributable to: |
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Non-controlling interest |
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- |
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- |
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- |
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(1,415) |
Controlling interest |
|
|
1,724,430 |
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2,043,565 |
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1,724,430 |
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2,043,565 |
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Base and diluted earnings per common share |
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1.44 |
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1.71 |
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Basic and diluted earnings per preferred share |
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1.58 |
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1.88 |
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6
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TELEFÔNICA BRASIL S. A. | |||||||||||||||||||||||||||
Statements of changes in equity | |||||||||||||||||||||||||||
Period ended June 30, 2013 | |||||||||||||||||||||||||||
(In thousands of reais) | |||||||||||||||||||||||||||
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Capital reserve |
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Income reserves |
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Other comprehensive income |
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Capital |
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Premium on acquisition of non-controlling interest |
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Special goodwill reserve |
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Capital reserve |
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Treasury stock |
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Legal reserve |
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Retained earnings |
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Additional proposed dividends |
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Financial instruments available for sale |
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Derivative transactions |
|
Translation difference of investments abroad |
|
Company equity |
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Non-controlling interest |
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Total equity |
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Balances at December 31, 2011 |
37,798,110 |
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(29,929) |
|
63,074 |
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2,735,930 |
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(79,339) |
|
877,322 |
|
- |
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1,953,029 |
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9,884 |
|
1,995 |
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(4,359) |
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43,325,717 |
|
5,068 |
|
43,330,785 |
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Additional dividend proposed for 2011 |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,953,029) |
|
- |
|
- |
|
- |
|
(1,953,029) |
|
- |
|
(1,953,029) |
Expired dividends and interest on equity |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
62,340 |
|
- |
|
- |
|
- |
|
- |
|
62,340 |
|
- |
|
62,340 |
Repurchase of shares |
- |
|
- |
|
- |
|
- |
|
(32,768) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(32,768) |
|
- |
|
(32,768) |
Noncontrolling interest |
- |
|
(40,519) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(40,519) |
|
(3,653) |
|
(44,172) |
Other comprehensive income |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(7,561) |
|
(2,851) |
|
2,541 |
|
(7,871) |
|
- |
|
(7,871) |
Net income for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,043,565 |
|
- |
|
- |
|
- |
|
- |
|
2,043,565 |
|
(1,415) |
|
2,042,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2012 |
37,798,110 |
|
(70,448) |
|
63,074 |
|
2,735,930 |
|
(112,107) |
|
877,322 |
|
2,105,905 |
|
- |
|
2,323 |
|
(856) |
|
(1,818) |
|
43,397,435 |
|
- |
|
43,397,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired dividends and interest on equity |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
27,352 |
|
- |
|
- |
|
- |
|
- |
|
27,352 |
|
- |
|
27,352 |
Other changes in equity |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(3,240) |
|
- |
|
- |
|
- |
|
- |
|
(3,240) |
|
- |
|
(3,240) |
Repurchase of shares |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Other comprehensive income |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(46,056) |
|
- |
|
3,907 |
|
11,046 |
|
3,190 |
|
(27,913) |
|
- |
|
(27,913) |
Net income for the year |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,410,008 |
|
- |
|
- |
|
- |
|
- |
|
2,410,008 |
|
- |
|
2,410,008 |
Allocation of income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
- |
|
- |
|
- |
|
- |
|
- |
|
222,678 |
|
(222,678) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Interim dividends |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,122,522) |
|
- |
|
- |
|
- |
|
- |
|
(1,122,522) |
|
- |
|
(1,122,522) |
Proposed additional dividend |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(3,148,769) |
|
3,148,769 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2012 |
37,798,110 |
|
(70,448) |
|
63,074 |
|
2,735,930 |
|
(112,107) |
|
1,100,000 |
|
- |
|
3,148,769 |
|
6,230 |
|
10,190 |
|
1,372 |
|
44,681,120 |
|
- |
|
44,681,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional dividend proposed for 2012 |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(3,148,769) |
|
- |
|
- |
|
- |
|
(3,148,769) |
|
- |
|
(3,148,769) |
Expired dividends and interest on equity |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
59,045 |
|
- |
|
- |
|
- |
|
- |
|
59,045 |
|
- |
|
59,045 |
Other comprehensive income |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(430) |
|
- |
|
(8,202) |
|
(1,048) |
|
4,393 |
|
(5,287) |
|
- |
|
(5,287) |
Net income for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,724,430 |
|
- |
|
- |
|
- |
|
- |
|
1,724,430 |
|
- |
|
1,724,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2013 |
37,798,110 |
|
(70,448) |
|
63,074 |
|
2,735,930 |
|
(112,107) |
|
1,100,000 |
|
1,783,045 |
|
- |
|
(1,972) |
|
9,142 |
|
5,765 |
|
43,310,539 |
|
- |
|
43,310,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding shares (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,123,269 |
VPA – Equity value of Company’s shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.56 |
7
TELEFÔNICA BRASIL S. A. | ||||||||
Cash flow statements | ||||||||
Six-month periods ended June 30, 2013 and 2012 | ||||||||
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Consolidated | ||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
Cash generated by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
1,878,007 |
|
2,235,066 |
|
2,385,703 |
|
3,138,658 |
|
|
|
|
|
|
|
|
|
Items not affecting cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses (revenue) not representing changes in cash |
|
37,796 |
|
225,537 |
|
3,886,606 |
|
2,845,701 |
Depreciation and amortization |
|
1,345,096 |
|
1,306,276 |
|
2,845,289 |
|
2,669,989 |
Foreign exchange variation on loans |
|
13,494 |
|
8,774 |
|
40,991 |
|
16,374 |
Monetary variations |
|
48,808 |
|
16,603 |
|
61,350 |
|
(28,616) |
Equity pick-up |
|
(1,801,316) |
|
(1,620,591) |
|
2,061 |
|
(1,224) |
Gain (loss) on assets write-off/disposal |
|
(57,629) |
|
7,447 |
|
(139,517) |
|
(382,581) |
Provision for impairment of accounts receivable |
|
154,474 |
|
145,434 |
|
402,103 |
|
340,387 |
Provision(reversal) of accounts payable |
|
(8,610) |
|
122,767 |
|
28,586 |
|
(262,659) |
Provision (write-offs and reversals) for impairment of inventory |
|
3,033 |
|
(2,514) |
|
11,506 |
|
8,697 |
Pension plans and other post-employment benefits |
|
13,296 |
|
(3,617) |
|
13,159 |
|
(8,109) |
Provisions for tax, labor, civil and regulatory contingencies |
|
165,638 |
|
123,525 |
|
332,444 |
|
230,258 |
Interest expenses |
|
161,894 |
|
121,621 |
|
268,910 |
|
253,242 |
Reversal of provision for demobilization |
|
(3,821) |
|
(188) |
|
12,954 |
|
(1,819) |
Provision for customer loyalty programs |
|
- |
|
- |
|
6,770 |
|
11,762 |
Investment losses |
|
3,439 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
(Increase) decrease in operating assets |
|
(397,261) |
|
80,935 |
|
(1,484,734) |
|
(413,728) |
Trade accounts receivable |
|
(147,746) |
|
(121,422) |
|
(376,767) |
|
(188,018) |
Inventories |
|
(5,645) |
|
2,587 |
|
(126,500) |
|
(24,112) |
Taxes recoverable |
|
12,527 |
|
387,650 |
|
(298,088) |
|
366,821 |
Other current assets |
|
(105,485) |
|
(11,377) |
|
(499,716) |
|
(346,279) |
Other noncurrent assets |
|
(150,912) |
|
(176,503) |
|
(183,663) |
|
(222,140) |
|
|
|
|
|
|
|
|
|
Increase (decrease) in operating liabilities: |
|
(11,366) |
|
(746,807) |
|
(587,352) |
|
(1,664,955) |
Personnel, social charges and benefits |
|
(50,467) |
|
(37,823) |
|
(47,772) |
|
(66,992) |
Trade accounts payable |
|
3,826 |
|
(362,502) |
|
114,575 |
|
(508,814) |
Taxes, charges and contributions |
|
305,800 |
|
(116,939) |
|
442,467 |
|
(99,573) |
Interest paid |
|
(138,817) |
|
(123,567) |
|
(263,043) |
|
(236,198) |
Income and social contribution taxes paid |
|
- |
|
(9,483) |
|
(703,097) |
|
(547,748) |
Other current liabilities |
|
(98,265) |
|
(107,462) |
|
(50,069) |
|
(153,980) |
Other noncurrent liabilities |
|
(33,443) |
|
10,969 |
|
(80,413) |
|
(51,650) |
Total cash from operating activities |
|
1,507,176 |
|
1,794,731 |
|
4,200,223 |
|
3,905,676 |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance for future capital contribution in subsidiaries |
|
(65,250) |
|
- |
|
- |
|
- |
Additions of PP&E and intangible assets (net of donations) |
|
(1,011,834) |
|
(1,063,471) |
|
(3,016,567) |
|
(2,525,131) |
Cash received from sale of PP&E items |
|
34,273 |
|
3,248 |
|
423,090 |
|
282,703 |
Cash from investing activities |
|
- |
|
7,551 |
|
- |
|
10,069 |
Short-term investments pledged as collateral |
|
- |
|
- |
|
(250,000) |
|
- |
Dividends and interest on equity received |
|
1,320,449 |
|
1,200,000 |
|
- |
|
- |
Total cash from (used in) investing activities |
|
277,638 |
|
147,328 |
|
(2,843,477) |
|
(2,232,359) |
|
|
|
|
|
|
|
|
|
Net cash from (used in) financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of loans, financing and debentures |
|
(207,002) |
|
(637,737) |
|
(430,135) |
|
(849,922) |
Loans and debentures raised |
|
1,300,128 |
|
- |
|
1,318,124 |
|
14,309 |
Derivative agreements payment, net |
|
(5,671) |
|
(3,144) |
|
(14,960) |
|
(27,780) |
Payments referring to grouping of shares |
|
(161) |
|
- |
|
(161) |
|
|
Dividends and interest on equity - paid |
|
(1,583,900) |
|
(1,573,154) |
|
(1,583,900) |
|
(1,573,154) |
Acquisition of noncontrolling interest |
|
- |
|
(44,171) |
|
- |
|
(44,171) |
Repurchase of treasury stock |
|
- |
|
(32,769) |
|
- |
|
(32,769) |
Total cash used in financing activities |
|
(496,606) |
|
(2,290,975) |
|
(711,032) |
|
(2,513,487) |
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
1,288,208 |
|
(348,916) |
|
645,714 |
|
(840,170) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
3,079,282 |
|
826,902 |
|
7,133,485 |
|
2,889,543 |
Cash and cash equivalents at end of period |
|
4,367,490 |
|
477,986 |
|
7,779,199 |
|
2,049,373 |
|
|
|
|
|
|
|
|
|
Changes in cash and cash equivalents for the period |
|
1,288,208 |
|
(348,916) |
|
645,714 |
|
(840,170) |
8
TELEFÔNICA BRASIL S. A. | ||||||||
Statements of comprehensive income | ||||||||
Six-month periods ended June 30, 2013 and 2012 | ||||||||
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Consolidated | ||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
Net income for the period |
|
1,724,430 |
|
2,043,565 |
|
1,724,430 |
|
2,042,150 |
|
|
|
|
|
|
|
|
|
Unrealized losses with investment available for sale |
|
(8,202) |
|
(7,561) |
|
(8,202) |
|
(7,561) |
Actuarial losses and limitation effect of the assets of surplus plans |
|
- |
|
- |
|
(430) |
|
- |
Gains from derivative transactions, net of taxes |
|
- |
|
- |
|
(1,048) |
|
(2,851) |
|
|
|
|
|
|
|
|
|
Cumulative transaction adjustments – operations in foreign currency |
|
4,393 |
|
2,541 |
|
4,393 |
|
2,541 |
|
|
|
|
|
|
|
|
|
Interest in comprehensive income of subsidiaries |
|
(1,478) |
|
(2,851) |
|
- |
|
- |
Net losses recognized in equity |
|
(5,287) |
|
(7,871) |
|
(5,287) |
|
(7,871) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period |
|
1,719,143 |
|
2,035,694 |
|
1,719,143 |
|
2,034,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
Non-controlling interest |
|
- |
|
- |
|
- |
|
(1,415) |
Controlling interest |
|
1,719,143 |
|
2,035,694 |
|
1,719,143 |
|
2,035,694 |
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per common share |
|
1.44 |
|
1.71 |
|
|
|
|
Basic and diluted earnings per preferred share |
|
1.58 |
|
1.88 |
|
|
|
|
9
TELEFÔNICA BRASIL S. A. | ||||||||
Statements of value added | ||||||||
Six-month periods ended June 30, 2013 and 2012 | ||||||||
(In thousands of reais) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Consolidated | ||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
|
|
|
|
|
|
|
|
|
Revenues |
|
8,273,164 |
|
8,591,579 |
|
23,204,275 |
|
22,411,194 |
Sale of products and services |
|
8,298,542 |
|
8,621,260 |
|
23,297,628 |
|
22,497,223 |
Other revenues |
|
129,096 |
|
115,753 |
|
308,750 |
|
254,358 |
Provision for impairment |
|
(154,474) |
|
(145,434) |
|
(402,103) |
|
(340,387) |
|
|
|
|
|
|
|
|
|
Inputs acquired from third parties |
|
(3,824,313) |
|
(3,861,900) |
|
(8,693,073) |
|
(8,055,220) |
Cost of products, goods and services sold |
|
(2,806,557) |
|
(2,719,640) |
|
(5,362,048) |
|
(5,025,236) |
Materials, electric power, outsourced services and other |
|
(1,078,901) |
|
(1,160,508) |
|
(3,459,368) |
|
(3,428,954) |
Loss/recovery of assets |
|
61,145 |
|
18,248 |
|
128,343 |
|
398,970 |
|
|
|
|
|
|
|
|
|
Gross value added |
|
4,448,851 |
|
4,729,679 |
|
14,511,202 |
|
14,355,974 |
|
|
|
|
|
|
|
|
|
Retentions |
|
(1,345,096) |
|
(1,306,276) |
|
(2,845,289) |
|
(2,669,989) |
Depreciation and amortization |
|
(1,345,096) |
|
(1,306,276) |
|
(2,845,289) |
|
(2,669,989) |
|
|
|
|
|
|
|
|
|
Net value added produced |
|
3,103,755 |
|
3,423,403 |
|
11,665,913 |
|
11,685,985 |
|
|
|
|
|
|
|
|
|
Value added received in transfer |
|
2,064,392 |
|
1,920,131 |
|
746,935 |
|
620,441 |
Equity pickup |
|
1,801,316 |
|
1,620,591 |
|
(2,061) |
|
1,224 |
Financial income |
|
263,076 |
|
299,540 |
|
748,996 |
|
619,217 |
|
|
|
|
|
|
|
|
|
Total value added to be distributed |
|
5,168,147 |
|
5,343,534 |
|
12,412,848 |
|
12,306,426 |
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
5,168,147 |
|
5,343,534 |
|
12,412,848 |
|
12,306,426 |
|
|
|
|
|
|
|
|
|
Personnel, social charges and benefits |
|
414,881 |
|
389,383 |
|
1,137,340 |
|
922,684 |
Direct compensation |
|
286,309 |
|
276,492 |
|
741,963 |
|
671,406 |
Benefits |
|
92,063 |
|
69,121 |
|
326,341 |
|
178,966 |
Unemployment compensation fund contribution tax (FGTS) |
36,509 |
|
43,770 |
|
69,036 |
|
72,312 | |
Taxes, charges and contributions |
|
2,171,537 |
|
2,464,254 |
|
7,432,081 |
|
7,759,195 |
Federal |
|
664,590 |
|
721,979 |
|
2,589,072 |
|
3,038,266 |
State |
|
1,482,458 |
|
1,708,045 |
|
4,797,996 |
|
4,667,197 |
Municipal |
|
24,489 |
|
34,230 |
|
45,013 |
|
53,732 |
Debt remuneration |
|
603,837 |
|
302,825 |
|
1,775,701 |
|
1,356,343 |
Interest |
|
368,367 |
|
346,646 |
|
815,736 |
|
748,172 |
Rent |
|
235,470 |
|
(43,821) |
|
959,965 |
|
608,171 |
Equity remuneration |
|
1,724,430 |
|
2,043,565 |
|
1,724,430 |
|
2,042,150 |
Retained profits |
|
1,724,430 |
|
2,043,565 |
|
1,724,430 |
|
2,043,565 |
Noncontrolling shareholder interest |
|
- |
|
- |
|
- |
|
(1,415) |
Other |
|
253,462 |
|
143,507 |
|
343,296 |
|
226,054 |
Provisions for labor and civil contingencies, net |
|
253,462 |
|
143,507 |
|
343,296 |
|
226,054 |
10
Telefônica Brasil S. A.
NOTES TO QUARTERLY INFORMATION
Six-month period ended June 30, 2013
(In thousands of reais, unless stated otherwise)
1. OPERATIONS
a. Shareholding controlling interest
Telefônica Brasil S.A. (“Company” or Telefônica Brasil) is headquartered at Avenida Engenheiro Luiz Carlos Berrini, nº 1376, in the capital city of the state of São Paulo, Brazil. The Company is a member of Telefonica Group (Group), the telecommunications industry leader in Spain and which is also present in several European and Latin American countries. At June 30, 2013 and December 31, 2012, Telefónica S.A., holding company of the Group, held total direct and indirect interest in the Company of 73.81%, excluding treasury shares, 91.76% of which are common shares and 64.60% are preferred shares.
b. Subsidiaries
At June 30, 2013 and December 31, 2012, the Company held equity interest in direct and indirect subsidiaries (wholly-owned subsidiaries) and jointly controlled entities
Some information on investees is as follows.
b.1) Direct and indirect subsidiaries (wholly-owned subsidiaries)
Vivo S.A. (Vivo): Vivo is engaged in SMP services, including activities necessary or useful for the performance of said services, in conformity with the authorizations granted to it.
A. Telecom S.A. (ATelecom): Is engaged in management of telecommunication service rendering and installation, operation and maintenance of Internet, Intranet and Extranet solutions, commercial representation, mediation, intermediation and distribution of assets, sale, representation, rental and maintenance of telecommunication and general IT systems, equipment and devices, advisory services and technical support on specification, implementation and maintenance of new voice, data and image systems, import and export of assets and services useful to the performance of the main activity and to holding interest in capital of other entities, Brazilian or foreign, as a partner, shareholder or member.
Telefônica Data S.A. (TData): It is engaged in rendering and operating telecommunication services, as well as preparing, implementing and installing projects related to the operation of integrated corporate solutions, advisory services on telecommunications, activities related to the rendering of technical support services, sale, rental and maintenance of telecommunication equipment and networks.
Telefônica Sistema de Televisão S.A. (TST): It is engaged in the provision of the Multichannel Multipoint Distribution Service (MMDS) type pay television services, in addition to general telecommunication and Internet services.
Ajato Telecomunicações Ltda. (Ajato): It is engaged in the rendering of telecommunication and IT services, sale, rental business, import, export, maintenance and repair of this equipment.
11
Telefônica Brasil S. A.
NOTES TO QUARTERLY INFORMATION
Six-month period ended June 30, 2013
(In thousands of reais, unless stated otherwise)
GTR-T Participações e Empreendimentos S.A. (GTR-T): It is engaged in holding interest in other companies engaged in rendering pay and cable television services, telecommunications in general, production, acquisition, licensing, import and distribution of own or third-party television programs, replacement parts and equipment, management and operation of telecommunication and pay television service platforms.
TVA Sul Paraná S.A. (Sul Paraná): It is engaged rendering pay and cable television services, telecommunications in general, production, acquisition, licensing, import and distribution of own or third-party television programs, replacement parts and equipment, management, updating and operation of telecommunication and pay television service platforms, and editing publications.
Lemontree Participações S.A. (Lemontree): It is engaged in holding interest in other companies engaged in rendering pay and cable television services, telecommunications in general, production, acquisition, licensing, import and distribution of own or third-party television programs, replacement parts and equipment, management, updating and operation of telecommunication and pay television service platforms, and management and sale of data.
Comercial Cabo TV São Paulo S.A. (CaTV): It is engaged rendering pay and cable television services, advisory and consultancy services on telecommunications in general, production, acquisition, licensing, import and distribution of own or third-party television programs, replacement parts and equipment, management, updating and operation of telecommunication and pay television service platforms, and operation of publicity and advertising of all types.
b.2) Jointly controlled entities
Aliança Atlântica Holding B.V. (Aliança): Company headquartered in Amsterdam, Holland, with 50% interest held by Telefônica Brasil and cash generated from sale of Portugal Telecom shares in June 2010. Through May 8, 2012, the Company held equity interest in Zon Multimédia, Company of the Portugal Telecom group which renders pay television services, Internet, distribution of audiovisual contents, cinema and telecommunication services. This equity interest was disposed of on May 8, 2012.
Companhia AIX de Participações (AIX): It is engaged in holding interest in Refibra consortium, and activities related to the direct and indirect operation of activities related to the construction, completion and operation of underground networks or optical fiber ducts.
Companhia ACT de Participações (ACT): It is engaged in holding interest in Refibra consortium, and activities related to the rendering of technical support services for the preparation of projects and completion of networks, by means of studies required to make them economically feasible, and monitor the progress of Consortium-related activities.
12
Telefônica Brasil S. A.
NOTES TO QUARTERLY INFORMATION
Six-month period ended June 30, 2013
(In thousands of reais, unless stated otherwise)
b.3) Interest in other companies
Direct and indirect subsidiaries and jointly controlled entities, as well as the percentage of interest held by the Company as of June 30, 2013 and December 31, 2012
June 30, 2013
|
Direct interest |
|
Indirect interest |
|
  |