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 May, 2024
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:
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):
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):
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Rua Castilho, 392 - 3º Andar
Brooklin - São Paulo - SP
CEP 04568-010
São Paulo - Brasil
T: +5511 5102-2510
www.bakertillybr.com.br
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(Free
translation from the original issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails).
Independent auditors’ review report on
the consolidated and individual interim financial information
To the
Management and Shareholders of
Telefônica Brasil S.A.
São Paulo - SP
Introduction
We have reviewed the consolidated and individual
interim financial information of Telefônica Brasil S.A. (“Company”), included in the Quarterly Information Form
– “ITR” for the quarter ended March 31, 2024, which comprise the balance sheet as of March 31, 2024, and the respective
statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period then ended, including
material accounting policies and other explanatory information.
The Company´s Management is responsible
for preparing the consolidated and individual interim financial statements in accordance with the accounting standard CPC 21(R1) –
Interim financial reporting and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB),
and for presenting the aforementioned information in accordance with the standards issued by the Brazilian Securities Commission (CVM)
that apply to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on such interim
financial information based on our review.
Scope of the review
We conducted our review in accordance with Brazilian
and International Standards for reviewing interim financial information (NBC TR 2410 and ISRE 2410 – Review of Interim Financial
Information Performed by the Independent Auditor of the Entity, respectively). A review of the interim financial information consists
of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
The scope of a review is substantially less than an audit conducted in accordance with audit standards and, as a result, we cannot provide
assurance that we have discovered all the significant matters that could have been identified by an audit. Accordingly, we do not express
an audit opinion.
Telefônica Brasil S.A. QUARTERLY INFORMATION | (A free translation of the original in Portuguese) |
| |
Conclusion on the Company and consolidated
interim financial information
Based on our review we are not aware of any facts
that lead us to believe the consolidated and individual interim financial information included in the aforesaid “ITR” has
not been prepared, in all material respects, in accordance with the accounting standard CPC 21 (R1) and IAS 34 applicable to the preparation
of Quarterly Information – ”ITR”, and presented in accordance with the standards issued by the Brazilian Securities
Commission (CVM).
Other matters
Statement of Value Added
The aforementioned quarterly financial information
includes consolidated and individual Statements of Value Added (DVA) for the three-month period ended March 31, 2024, which are the responsibility
of Company’s Management and are presented as supplementary information for IAS 34 purpose. This financial statement was subject
to review procedures conducted together with the review of the quarterly financial information, for the purpose to conclude whether it
has been reconciled with the interim financial information and accounting records, as applicable, and if its form and content comply with
the criteria set out in the accounting standard CPC09 – “Statements of Value Added”. Our review did not detect any facts
that lead us to believe that the DVA has not been prepared, in all material respects, in accordance with the criteria established in this
accounting standard and consistently in relation to the consolidated and individual interim financial statements taken as a whole.
São Paulo, April 30, 2024.
Baker Tilly 4Partners Auditores Independentes Ltda.
CRC 2SP-031.269/O-1
Nelson Varandas dos Santos
Accountant CRC 1SP-197.110/O-3
Telefônica Brasil S.A. QUARTERLY INFORMATION | (A free translation of the original in Portuguese) |
| |
Contents |
Individual and Consolidated Interim Balance Sheets |
1 |
Individual and Consolidated Statements of Income |
3 |
Individual and Consolidated Statements of Changes in Equity |
4 |
Individual and Consolidated Statements of Comprehensive Income |
5 |
Individual and Consolidated Statements of Added Value |
6 |
Individual and Consolidated Statements of Cash Flows |
7 |
Notes to the Individual and Consolidated Quarterly Information |
|
Note 1. Operations |
8 |
Note 2. Basis of Preparation and Presentation Of Individual And Consolidated Quarterly Financial Information |
10 |
Note 3. Cash and Cash Equivalents |
10 |
Note 4. Financial Investments |
12 |
Note 5. Trade Accounts Receivable |
13 |
Note 6. Inventories |
14 |
Note 7. Prepaid Expenses |
15 |
Note 8. Income And Social Contribution Taxes |
15 |
Note 9. Taxes, Charges and Contributions Recoverable |
19 |
Note 10. Judicial Deposits and Garnishments |
19 |
Note 11. Other Assets |
20 |
Note 12. Investments |
20 |
Note 13. Property, Plant And Equipment |
23 |
Note 14. Intangible Assets |
28 |
Note 15. Personnel, Social Charges And Benefits |
31 |
Note 16. Trade Accounts Payable |
31 |
Note 17. Taxes, Charges and Contributions Payable |
32 |
Note 18. Dividends And Interest On Equity (IOE) |
32 |
Note 19. Provision and contingencies |
33 |
Note 20. Financing, Debentures and Lease |
40 |
Note 21. Deferred Revenue |
43 |
Note 22. Other Liabilities |
44 |
Note 23. Equity |
44 |
Note 24. Net Operating Revenue |
49 |
Note 25. Operating Costs and Expenses |
49 |
Note 26. Other Income (Expenses) |
50 |
Note 27. Financial Income (Expenses) |
51 |
Note 28. Balances and Transactions With Related Parties |
51 |
Note 29. Share-Based Payment Plans |
55 |
Note 30. Pension Plans and Other Post-Employment Benefits |
57 |
Note 31. Financial Instruments and Risk and Capital Management |
58 |
Note 32. Supplemental Cash Flow Information |
70 |
Note 33. Contractual Commitments and Guarantees |
71 |
Note 34. Subsequent Events |
72 |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED INTERIM BALANCE SHEETS |
On March 31, 2024 and December 31, 2023 |
(In thousands of Reais) |
|
|
|
Company |
|
Consolidated |
ASSETS |
Note |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
22,221,603 |
|
18,209,928 |
|
23,496,464 |
|
19,244,962 |
Cash and cash equivalents |
3 |
|
6,382,414 |
|
4,031,235 |
|
6,755,749 |
|
4,358,276 |
Financial investments |
4 |
|
— |
|
1,148 |
|
— |
|
1,148 |
Trade accounts receivable |
5 |
|
9,023,792 |
|
8,944,992 |
|
9,493,955 |
|
9,318,077 |
Inventories |
6 |
|
1,021,060 |
|
805,855 |
|
1,036,717 |
|
822,814 |
Prepaid expenses |
7 |
|
2,380,594 |
|
1,194,735 |
|
2,706,991 |
|
1,434,042 |
Income and social contribution taxes recoverable |
8.a |
|
743,217 |
|
723,227 |
|
774,406 |
|
752,593 |
Taxes, charges and contributions recoverable |
9 |
|
1,960,938 |
|
1,893,438 |
|
2,009,902 |
|
1,937,770 |
Judicial deposits and garnishments |
10 |
|
93,790 |
|
71,695 |
|
94,800 |
|
72,516 |
Dividends and interest on equity |
18.a |
|
2,503 |
|
2,503 |
|
51 |
|
51 |
Derivative financial instruments |
31.a |
|
7,180 |
|
8,107 |
|
7,180 |
|
8,336 |
Other assets |
11 |
|
606,115 |
|
532,993 |
|
616,713 |
|
539,339 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
100,427,956 |
|
101,536,631 |
|
100,362,779 |
|
101,493,018 |
Long-term assets |
|
|
5,236,670 |
|
5,371,752 |
|
5,640,004 |
|
5,773,026 |
Financial investments |
4 |
|
33,350 |
|
36,154 |
|
33,366 |
|
36,169 |
Trade accounts receivable |
5 |
|
305,278 |
|
351,036 |
|
305,278 |
|
351,036 |
Prepaid expenses |
7 |
|
1,564,312 |
|
1,472,064 |
|
1,565,027 |
|
1,472,615 |
Deferred taxes |
8.c |
|
— |
|
— |
|
172,190 |
|
177,245 |
Taxes, charges and contributions recoverable |
9 |
|
591,814 |
|
675,132 |
|
592,099 |
|
675,305 |
Judicial deposits and garnishments |
10 |
|
2,644,506 |
|
2,651,191 |
|
2,835,672 |
|
2,839,413 |
Derivative financial instruments |
31.a |
|
— |
|
76,952 |
|
— |
|
76,952 |
Other assets |
11 |
|
97,410 |
|
109,223 |
|
136,372 |
|
144,291 |
Investments |
12.b |
|
1,117,180 |
|
1,086,115 |
|
451,288 |
|
438,870 |
Property, plant and equipment |
13.a |
|
45,612,543 |
|
46,287,357 |
|
45,640,819 |
|
46,318,147 |
Intangible assets |
14.a |
|
48,461,563 |
|
48,791,407 |
|
48,630,668 |
|
48,962,975 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
122,649,559 |
|
119,746,559 |
|
123,859,243 |
|
120,737,980 |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED INTERIM BALANCE SHEETS |
On March 31, 2024 and December 31, 2023 |
(In thousands of Reais) |
|
|
|
Company |
|
Consolidated |
LIABILITIES AND EQUITY |
Note |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
22,456,430 |
|
19,467,043 |
|
23,257,570 |
|
20,084,184 |
Personnel, social charges and benefits |
15 |
|
913,518 |
|
1,133,158 |
|
976,543 |
|
1,204,183 |
Trade accounts payable |
16 |
|
9,115,874 |
|
7,935,069 |
|
9,450,566 |
|
8,169,945 |
Income and social contribution taxes payable |
8.b |
|
21,347 |
|
1,050 |
|
23,686 |
|
3,515 |
Taxes, charges and contributions payable |
17 |
|
1,562,355 |
|
1,561,819 |
|
1,608,027 |
|
1,605,505 |
Dividends and interest on equity |
18.b |
|
2,500,268 |
|
2,245,432 |
|
2,502,720 |
|
2,247,884 |
Provision and contingencies |
19.a |
|
1,070,523 |
|
896,936 |
|
1,075,886 |
|
900,971 |
Financing, debentures and leases |
20.a |
|
4,384,233 |
|
4,446,577 |
|
4,413,722 |
|
4,475,660 |
Deferred income |
21 |
|
727,303 |
|
738,343 |
|
1,028,960 |
|
960,078 |
Derivative financial instruments |
31.a |
|
480 |
|
6,948 |
|
480 |
|
6,948 |
Other liabilities |
22 |
|
2,160,529 |
|
501,711 |
|
2,176,980 |
|
509,495 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
31,528,453 |
|
30,712,721 |
|
31,875,892 |
|
31,026,476 |
Personnel, social charges and benefits |
15 |
|
32,795 |
|
59,675 |
|
53,166 |
|
81,151 |
Income and social contribution taxes payable |
8.b |
|
208,749 |
|
197,155 |
|
208,749 |
|
197,155 |
Taxes, charges and contributions payable |
17 |
|
4,758,282 |
|
3,835,231 |
|
4,819,877 |
|
3,895,732 |
Deferred taxes |
8.c |
|
3,418,738 |
|
3,418,740 |
|
3,418,738 |
|
3,418,740 |
Provision and contingencies |
19.a |
|
7,062,911 |
|
6,953,316 |
|
7,192,475 |
|
7,081,666 |
Financing, debentures and leases |
20.a |
|
13,987,006 |
|
14,169,127 |
|
14,111,803 |
|
14,261,567 |
Deferred income |
21 |
|
138,497 |
|
124,282 |
|
140,420 |
|
126,525 |
Derivative financial instruments |
31.a |
|
15,733 |
|
87,755 |
|
15,733 |
|
87,755 |
Other liabilities |
22 |
|
1,905,742 |
|
1,867,440 |
|
1,914,931 |
|
1,876,185 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
53,984,883 |
|
50,179,764 |
|
55,133,462 |
|
51,110,660 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
68,664,676 |
|
69,566,795 |
|
68,664,676 |
|
69,566,795 |
Capital |
23.a |
|
62,071,416 |
|
63,571,416 |
|
62,071,416 |
|
63,571,416 |
Capital reserves |
23.c |
|
63,095 |
|
63,095 |
|
63,095 |
|
63,095 |
Income reserves |
23.d |
|
5,905,115 |
|
5,885,575 |
|
5,905,115 |
|
5,885,575 |
Retained earnings |
|
|
576,091 |
|
— |
|
576,091 |
|
— |
Equity valuation adjustment |
23.f |
|
48,959 |
|
46,709 |
|
48,959 |
|
46,709 |
|
|
|
|
|
|
|
|
|
|
Non-controlling shareholders |
23.g |
|
— |
|
— |
|
61,105 |
|
60,525 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
68,664,676 |
|
69,566,795 |
|
68,725,781 |
|
69,627,320 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
|
122,649,559 |
|
119,746,559 |
|
123,859,243 |
|
120,737,980 |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED STATEMENTS OF INCOME |
Three-month periods ended March 31, 2024 and 2023 |
(In thousands of Reais, unless otherwise stated) |
|
|
|
Company |
|
Consolidated |
|
Note |
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
|
|
|
|
|
|
|
|
|
|
Net operating revenue |
24 |
|
13,056,795 |
|
12,176,790 |
|
13,545,635 |
|
12,720,910 |
|
|
|
|
|
|
|
|
|
|
Cost of sales and services |
25 |
|
(7,133,806) |
|
(6,752,707) |
|
(7,518,492) |
|
(7,213,396) |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
5,922,989 |
|
5,424,083 |
|
6,027,143 |
|
5,507,514 |
|
|
|
|
|
|
|
|
|
|
Operating income (expenses) |
|
|
(4,024,715) |
|
(3,741,434) |
|
(4,116,655) |
|
(3,831,629) |
Selling expenses |
25 |
|
(3,188,342) |
|
(3,025,761) |
|
(3,236,869) |
|
(3,095,279) |
General and administrative expenses |
25 |
|
(728,466) |
|
(692,445) |
|
(750,337) |
|
(709,868) |
Other operating income (expense), net |
26 |
|
(117,603) |
|
(6,966) |
|
(129,331) |
|
(20,273) |
Share of results in investees – equity method |
12.c |
|
9,696 |
|
(16,262) |
|
(118) |
|
(6,209) |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
1,898,274 |
|
1,682,649 |
|
1,910,488 |
|
1,675,885 |
|
|
|
|
|
|
|
|
|
|
Financial income (expense), net |
27 |
|
(690,864) |
|
(663,005) |
|
(686,757) |
|
(657,392) |
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
1,207,410 |
|
1,019,644 |
|
1,223,731 |
|
1,018,493 |
|
|
|
|
|
|
|
|
|
|
Income and social contribution taxes |
8.d |
|
(311,779) |
|
(184,975) |
|
(327,622) |
|
(183,905) |
|
|
|
|
|
|
|
|
|
|
Net income for the period |
|
|
895,631 |
|
834,669 |
|
896,109 |
|
834,588 |
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
Controlling shareholders |
23.h |
|
895,631 |
|
834,669 |
|
895,631 |
|
834,669 |
Non-controlling shareholders |
23.h |
|
— |
|
— |
|
478 |
|
(81) |
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per common share (in R$) |
23.i |
|
0.54 |
|
0.50 |
|
|
|
|
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
Three-month periods ended March 31, 2024 and 2023 |
(In thousands of Reais, unless otherwise stated) |
|
|
|
|
Capital reserves |
|
Income reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
Special goodwill reserve |
|
Treasury shares |
|
Other capital reserves |
|
Legal reserve |
|
Treasury shares |
|
Tax incentive reserve |
|
Reserve for remuneration to shareholders and investments |
|
Retained earnings |
|
Proposed additional dividends |
|
Equity valuation adjustment |
|
Parent Company equity |
|
Non-controlling shareholders |
|
Consolidated equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2022 |
|
63,571,416 |
|
63,074 |
|
(607,443) |
|
693,778 |
|
3,589,552 |
|
— |
|
214,449 |
|
— |
|
— |
|
826,731 |
|
52,183 |
|
68,403,740 |
|
52,107 |
|
68,455,847 |
Appropriation to tax incentive reserve |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
21,839 |
|
— |
|
(21,839) |
|
— |
|
— |
|
— |
|
— |
|
— |
Cancellation of common shares |
|
— |
|
— |
|
607,443 |
|
(607,443) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Repurchase of common shares for treasury |
|
— |
|
— |
|
(71,967) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(71,967) |
|
— |
|
(71,967) |
Non-controlling shareholders in Vivo Ventures – adjustment |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
200 |
|
200 |
Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,244) |
|
(2,244) |
|
— |
|
(2,244) |
Net income for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
834,669 |
|
— |
|
— |
|
834,669 |
|
(81) |
|
834,588 |
Interim interest on equity |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(396,000) |
|
— |
|
— |
|
(396,000) |
|
— |
|
(396,000) |
Balance on March 31, 2023 |
|
63,571,416 |
|
63,074 |
|
(71,967) |
|
86,335 |
|
3,589,552 |
|
— |
|
236,288 |
|
— |
|
416,830 |
|
826,731 |
|
49,939 |
|
68,768,198 |
|
52,226 |
|
68,820,424 |
Payment of additional 2022 dividend |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(826,731) |
|
— |
|
(826,731) |
|
— |
|
(826,731) |
Unclaimed dividends and interest on equity |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
139,766 |
|
— |
|
— |
|
139,766 |
|
— |
|
139,766 |
Appropriation to tax incentive reserve |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
77,293 |
|
— |
|
(77,293) |
|
— |
|
— |
|
— |
|
— |
|
— |
Cancellation of common shares |
|
— |
|
— |
|
86,143 |
|
(86,143) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Repurchase of common shares for treasury |
|
— |
|
— |
|
(14,370) |
|
— |
|
— |
|
(402,421) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(416,791) |
|
— |
|
(416,791) |
Equity equivalence in equity transactions in investees |
|
— |
|
— |
|
— |
|
23 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
23 |
|
— |
|
23 |
Non-controlling shareholders in Vivo Ventures – adjustment |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
311 |
|
311 |
Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(99,160) |
|
— |
|
(3,230) |
|
(102,390) |
|
203 |
|
(102,187) |
Net income for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4,194,720 |
|
— |
|
— |
|
4,194,720 |
|
10,669 |
|
4,205,389 |
Allocation of income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve |
|
— |
|
— |
|
— |
|
— |
|
251,470 |
|
— |
|
— |
|
— |
|
(251,470) |
|
— |
|
— |
|
— |
|
— |
|
— |
Interim interest on equity |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2,190,000) |
|
— |
|
— |
|
(2,190,000) |
|
(2,884) |
|
(2,192,884) |
Cancellation of common shares |
|
— |
|
— |
|
— |
|
— |
|
— |
|
402,421 |
|
— |
|
— |
|
(402,421) |
|
— |
|
— |
|
— |
|
— |
|
— |
Reserve for remuneration to shareholders and investments |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,730,972 |
|
(1,730,972) |
|
— |
|
— |
|
— |
|
— |
|
— |
Balance on December 31, 2023 |
|
63,571,416 |
|
63,074 |
|
(194) |
|
215 |
|
3,841,022 |
|
— |
|
313,581 |
|
1,730,972 |
|
— |
|
— |
|
46,709 |
|
69,566,795 |
|
60,525 |
|
69,627,320 |
Share Capital Reduction - ESM 01/24/24 |
|
(1,500,000) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,500,000) |
|
— |
|
(1,500,000) |
Appropriation to tax incentive reserve |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
19,540 |
|
— |
|
(19,540) |
|
— |
|
— |
|
— |
|
— |
|
— |
Non-controlling shareholders in Vivo Ventures – adjustment |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
102 |
|
102 |
Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2,250 |
|
2,250 |
|
— |
|
2,250 |
Net income for the period |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
895,631 |
|
— |
|
— |
|
895,631 |
|
478 |
|
896,109 |
Interim interest on equity |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(300,000) |
|
— |
|
— |
|
(300,000) |
|
— |
|
(300,000) |
Balance on March 31, 2024 |
|
62,071,416 |
|
63,074 |
|
(194) |
|
215 |
|
3,841,022 |
|
— |
|
333,121 |
|
1,730,972 |
|
576,091 |
|
— |
|
48,959 |
|
68,664,676 |
|
61,105 |
|
68,725,781 |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
Three-month periods ended March 31, 2024 and 2023 |
(In thousands of Reais) |
|
|
Company |
|
Consolidated |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Net income for the period |
|
895,631 |
|
834,669 |
|
896,109 |
|
834,588 |
|
|
|
|
|
|
|
|
|
Other net comprehensive income that may be reclassified to income in subsequent years |
|
2,246 |
|
(2,201) |
|
2,246 |
|
(2,201) |
Gains (losses) on derivative financial instruments |
|
1,820 |
|
(1,706) |
|
1,820 |
|
(1,706) |
Taxes |
|
(619) |
|
580 |
|
(619) |
|
580 |
|
|
|
|
|
|
|
|
|
Cumulative Translation Adjustments (CTA) on transactions in foreign currency |
|
1,045 |
|
(1,075) |
|
1,045 |
|
(1,075) |
|
|
|
|
|
|
|
|
|
Other net comprehensive income that cannot be reclassified to income in subsequent years |
|
4 |
|
(43) |
|
4 |
|
(43) |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income |
|
6 |
|
(65) |
|
6 |
|
(65) |
Taxes |
|
(2) |
|
22 |
|
(2) |
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
2,250 |
|
(2,244) |
|
2,250 |
|
(2,244) |
|
|
|
|
|
|
|
|
|
Comprehensive income for the period – net of taxes |
|
897,881 |
|
832,425 |
|
898,359 |
|
832,344 |
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
Controlling shareholders |
|
897,881 |
|
832,425 |
|
897,881 |
|
832,425 |
Non-controlling shareholders |
|
— |
|
— |
|
478 |
|
(81) |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED STATEMENTS OF ADDED VALUE |
Three-month periods ended March 31, 2024 and 2023 |
(In thousands of Reais, unless otherwise stated) |
|
|
Company |
|
Consolidated |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Revenues |
|
15,697,942 |
|
14,611,075 |
|
16,206,695 |
|
15,175,364 |
Sale of goods and services |
|
15,724,455 |
|
14,549,955 |
|
16,275,963 |
|
15,172,215 |
Other revenues |
|
335,279 |
|
367,173 |
|
329,034 |
|
356,596 |
Allowance for expected accounts receivable losses |
|
(361,792) |
|
(306,053) |
|
(398,302) |
|
(353,447) |
|
|
|
|
|
|
|
|
|
Inputs acquired from third parties |
|
(5,805,301) |
|
(5,893,100) |
|
(6,171,567) |
|
(6,201,327) |
Cost of goods and products sold and services rendered |
|
(3,929,931) |
|
(4,086,763) |
|
(4,306,334) |
|
(4,398,197) |
Materials, electric energy, third-party services and other expenses |
|
(1,914,359) |
|
(1,904,084) |
|
(1,903,424) |
|
(1,900,641) |
Loss/recovery of assets |
|
38,989 |
|
97,747 |
|
38,191 |
|
97,511 |
|
|
|
|
|
|
|
|
|
Gross value added |
|
9,892,641 |
|
8,717,975 |
|
10,035,128 |
|
8,974,037 |
|
|
|
|
|
|
|
|
|
Withholdings |
|
(3,360,201) |
|
(3,177,306) |
|
(3,366,327) |
|
(3,260,346) |
Depreciation and amortization |
|
(3,360,201) |
|
(3,177,306) |
|
(3,366,327) |
|
(3,260,346) |
|
|
|
|
|
|
|
|
|
Net value added produced |
|
6,532,440 |
|
5,540,669 |
|
6,668,801 |
|
5,713,691 |
|
|
|
|
|
|
|
|
|
Value added received in transfer |
|
307,358 |
|
414,028 |
|
313,312 |
|
449,946 |
Share of results in investees – equity method |
|
9,696 |
|
(16,262) |
|
(118) |
|
(6,209) |
Financial income |
|
297,662 |
|
430,290 |
|
313,430 |
|
456,155 |
|
|
|
|
|
|
|
|
|
Total undistributed value added |
|
6,839,798 |
|
5,954,697 |
|
6,982,113 |
|
6,163,637 |
|
|
|
|
|
|
|
|
|
Distribution of value added |
|
6,839,798 |
|
5,954,697 |
|
6,982,113 |
|
6,163,637 |
|
|
|
|
|
|
|
|
|
Personnel, social charges and benefits |
|
1,475,828 |
|
1,401,815 |
|
1,558,501 |
|
1,474,061 |
Direct compensation |
|
971,397 |
|
920,807 |
|
1,026,665 |
|
969,293 |
Benefits |
|
437,071 |
|
417,782 |
|
458,735 |
|
437,285 |
Government Severance Indemnity Fund for Employees (FGTS) |
|
67,360 |
|
63,226 |
|
73,101 |
|
67,483 |
Taxes, charges and contributions |
|
3,131,571 |
|
2,363,374 |
|
3,181,068 |
|
2,471,871 |
Federal |
|
1,398,580 |
|
1,153,409 |
|
1,437,835 |
|
1,222,655 |
State |
|
1,673,623 |
|
1,143,204 |
|
1,674,556 |
|
1,174,379 |
Local |
|
59,368 |
|
66,761 |
|
68,677 |
|
74,837 |
Debt remuneration |
|
1,336,768 |
|
1,354,839 |
|
1,346,435 |
|
1,383,117 |
Interest |
|
976,234 |
|
1,069,106 |
|
986,575 |
|
1,087,960 |
Rental |
|
360,534 |
|
285,733 |
|
359,860 |
|
295,157 |
Equity remuneration |
|
895,631 |
|
834,669 |
|
896,109 |
|
834,588 |
Interest on equity distribution |
|
300,000 |
|
396,000 |
|
300,000 |
|
396,000 |
Retained profit |
|
595,631 |
|
438,669 |
|
595,631 |
|
438,669 |
Non-controlling shareholders |
|
— |
|
— |
|
478 |
|
(81) |
Telefônica Brasil S.A. |
(A free translation of the original in Portuguese) |
INDIVIDUAL AND CONSOLIDATED STATEMENTS OF CASH FLOWS |
Three-month periods ended March 31, 2024 and 2023 |
(In thousands of Reais, unless otherwise stated) |
|
|
Company |
|
Consolidated |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
1,207,410 |
|
1,019,644 |
|
1,223,731 |
|
1,018,493 |
Adjustment for: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
3,360,202 |
|
3,177,306 |
|
3,366,327 |
|
3,260,346 |
Foreign exchange accruals on loans and derivative financial instruments |
|
(4,911) |
|
11,449 |
|
(5,315) |
|
11,449 |
Interest and indexation accruals on assets and liabilities |
|
226,395 |
|
153,160 |
|
225,592 |
|
152,222 |
Share of results in investees – equity method |
|
(9,696) |
|
16,262 |
|
118 |
|
6,209 |
Gains on write-off/sale of assets |
|
(52,409) |
|
(105,603) |
|
(51,604) |
|
(105,517) |
Impairment losses – trade accounts receivable |
|
361,792 |
|
306,053 |
|
398,302 |
|
353,447 |
Change in liability provision |
|
211,600 |
|
183,896 |
|
221,200 |
|
132,546 |
Write-off and reversals for allowance for inventory impairment |
|
13,309 |
|
7,596 |
|
13,302 |
|
7,741 |
Pension plans and other post-retirement benefits |
|
18,585 |
|
13,802 |
|
19,031 |
|
14,159 |
Provision for lawsuits |
|
168,951 |
|
154,942 |
|
169,896 |
|
157,036 |
Interest expenses (loans, financing, leases and derivative transactions) |
|
537,499 |
|
571,544 |
|
542,381 |
|
583,492 |
Other |
|
(697) |
|
(983) |
|
(1,108) |
|
(14,272) |
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
(404,851) |
|
88,761 |
|
(530,814) |
|
(113,760) |
Inventories |
|
(228,514) |
|
(349,926) |
|
(222,121) |
|
(349,932) |
Taxes recoverable |
|
(4,172) |
|
(246,255) |
|
(19,836) |
|
(271,537) |
Prepaid expenses |
|
(646,639) |
|
(635,484) |
|
(741,519) |
|
(539,050) |
Other assets |
|
(51,148) |
|
27,563 |
|
(63,832) |
|
(63,085) |
Personnel, social charges and benefits |
|
(246,520) |
|
(212,166) |
|
(255,625) |
|
(218,982) |
Trade accounts payable |
|
1,097,463 |
|
1,284,349 |
|
1,163,410 |
|
1,511,992 |
Taxes, charges and contributions |
|
251,202 |
|
893,716 |
|
264,915 |
|
887,974 |
Provisions for legal claims, amounts to be refunded to customers and provision for fines for cancellation of lease contracts |
|
(151,717) |
|
(751,609) |
|
(152,110) |
|
(783,748) |
Other liabilities |
|
170,490 |
|
(13,067) |
|
286,829 |
|
(51,034) |
|
|
4,616,214 |
|
4,575,306 |
|
4,627,419 |
|
4,567,696 |
|
|
|
|
|
|
|
|
|
Cash generated from operations |
|
5,823,624 |
|
5,594,950 |
|
5,851,150 |
|
5,586,189 |
|
|
|
|
|
|
|
|
|
Interest paid on loans, financing, debentures and leases |
|
(626,588) |
|
(596,860) |
|
(628,928) |
|
(615,893) |
Income and social contribution taxes paid |
|
(284,595) |
|
(190,617) |
|
(297,016) |
|
(199,912) |
|
|
|
|
|
|
|
|
|
Net cash generated by operating activities |
|
4,912,441 |
|
4,807,473 |
|
4,925,206 |
|
4,770,384 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Additions to PP&E, intangible assets and others |
|
(1,999,042) |
|
(1,310,153) |
|
(2,004,826) |
|
(1,321,951) |
Proceeds from sale of PP&E |
|
86,273 |
|
132,786 |
|
86,273 |
|
132,786 |
Payment for acquisition of investments and capital subscribed in subsidiary |
|
(20,317) |
|
(42,920) |
|
(11,484) |
|
(50,279) |
Receipts net of judicial deposits |
|
21,129 |
|
37,337 |
|
20,653 |
|
39,050 |
Cash and cash equivalents received upon the acquisition of companies |
|
— |
|
598,581 |
|
— |
|
2,540 |
Cash received upon sale of investments |
|
— |
|
— |
|
— |
|
20,000 |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(1,911,957) |
|
(584,369) |
|
(1,909,384) |
|
(1,177,854) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
New financing |
|
— |
|
— |
|
32,000 |
|
— |
Payments of loans, financing, debentures and leases |
|
(649,331) |
|
(579,380) |
|
(650,504) |
|
(592,194) |
Receipts – derivative financial instruments |
|
3,835 |
|
3,918 |
|
3,867 |
|
3,918 |
Payments – derivative financial instruments |
|
(3,645) |
|
(26,109) |
|
(3,650) |
|
(26,109) |
Payment for acquisitions of shares for treasury |
|
— |
|
(71,967) |
|
— |
|
(71,967) |
Dividend and interest on equity paid |
|
(164) |
|
(1,316) |
|
(164) |
|
(1,316) |
Capital subscriptions made by noncontrolling shareholders in subsidiaries |
|
— |
|
— |
|
102 |
|
200 |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
(649,305) |
|
(674,854) |
|
(618,349) |
|
(687,468) |
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
2,351,179 |
|
3,548,250 |
|
2,397,473 |
|
2,905,062 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
4,031,235 |
|
1,359,061 |
|
4,358,276 |
|
2,273,834 |
Cash and cash equivalents at end of the period |
|
6,382,414 |
|
4,907,311 |
|
6,755,749 |
|
5,178,896 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED
QUARTERLY INFORMATION
1.
OPERATIONS
a)
Background information
Telefônica Brasil S.A. (the
“Company“ or “Telefônica Brasil“) is a publicly-held corporation whose main corporate purpose is operating
telecommunications services; the development of activities necessary or complementary to the execution of such services, in accordance
with the concessions, authorizations and permissions granted; rendering value-added services; offering integrated solutions, management
and provision of services related to: (i) data centers, including hosting and co-location; (ii) storage, processing and management of
data, information, texts, images, videos, applications and information systems and similar; (iii) information technology; (iv) information
and communication security; and (v) electronic security systems; licensing and sublicensing of software of any nature, among other activities.
The Company's principal offices are
located at 1376, Engenheiro Luiz Carlos Berrini Avenue, in the city and state of São Paulo, Brazil. It is a member of the Telefónica
Group (“Group“), based in Spain which operates in several countries across Europe and Latin America.
Telefónica S.A. (“Telefónica“),
the Group holding company, held a total direct and indirect interest in the Company of 75.29% on March 31, 2024 and December 31, 2023
(Note 23.a).
The Company is registered with the
Brazilian Securities Commission (“CVM“) and its shares are traded on the B3. It is also registered with the U.S. Securities
and Exchange Commission (“SEC“) and its American Depositary Shares (“ADSs“), backed by its common shares, are
traded on the New York Stock Exchange (“NYSE“).
The Company renders the following
services: (i) Fixed Switched Telephone Service Concession Arrangement (“STFC“); (ii) Multimedia Communication Service
(“SCM“, data communication, including broadband internet); (iii) Personal Mobile Service (“SMP“); and (iv) Conditioned
Access Service (“SEAC“ – Pay TV) and (v) Private Limited Service (“SLP“), throughout Brazil, through concessions
and authorizations, in addition to other activities.
Service concessions and authorizations
are granted by Brazil's Telecommunications Regulatory Agency (“ANATEL“), the agency responsible for the regulation of the
Brazilian telecommunications sector under the terms of Law No. 9472 of July 16, 1997 – General Telecommunications Law (“Lei
Geral das Telecomunicações“ – LGT).
In accordance with the STFC service
concession agreement, every two years, over the life of the agreement's 20-year term ending on December 31, 2025, the Company will pay
a fee equivalent to 2% of its prior-year STFC revenue, net of applicable taxes and social contribution taxes (Note
22).
Before Law no. 13.879 / 2019 came
into effect, authorizations for the use of radio frequencies were commonly granted for 15 years and could be extended only once, for the
same term. Following the normative changes in the aforementioned Law, successive extensions of authorization grants were allowed, though
the current terms were only clarified by Decree no. 10.402 / 2020 which detailed the requirements related to the new successive extension
regime; the current authorizations are also covered by the new regime.
The Decree defined ANATEL's parameters
for evaluating the scope of extension requests, such as ensuring the efficient use of radio frequencies, competitive aspects, meeting
the public interest and fulfilling obligations already assumed with ANATEL.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Currently, every two years, following
the first extension, the Company must pay a charge equivalent to 2% of revenues earned through the SMP provision in the year prior, net
of taxes and social contributions (Note 22), and for certain terms, in the 15th year, the Company will pay the
equivalent of 1% of its prior-year revenue. The calculation considers the net revenue from Basic and Alternative Service Plans.
In July 2018, ANATEL published Resolution
No. 695 with a new public spectrum price regulation. This Resolution established new criteria for the costs of extending licenses. The
formula considers factors such as authorization time, revenue earned in the region and amount of spectrum used by the provider. In addition,
there is provision for part of the payment to be converted into investment commitments. However, the applicability of the calculation
methodology contained in the aforementioned Resolution in specific cases of extension of authorizations depends on an assessment by ANATEL.
In this sense, it is worth clarifying that ANATEL has recently been adopting different calculation methods for valuing authorization extensions.
Still within this context, in November 2023, ANATEL submitted to public consultation the review of the Spectrum Use Regulation (“RUE”),
approved by Resolution No. 671, of November 3, 2016. The draft submitted by ANATEL revokes Resolution No. 695/2018 and directly consolidates
in the RUE the rules associated with the valuation of authorizations for the use of the radio frequency spectrum, also establishing as
a standard methodology for both the Cash flow method discounted at net present value (“VPL”) .
Further details of the Company's licenses/authorizations
are presented in Note 14.b.
| c) | Corporate events in 2024 |
c.1) Establishment
of the joint venture with Auren
On December 18, 2023, the Company
signed an investment agreement with Auren Energia S.A., through its subsidiary Auren Comercializadora de Energia Ltda. (together, “Auren”),
to establish a joint venture, in which each shareholder will hold a 50% equity interest, focused on the commercialization of customized
renewable energy solutions throughout Brazil (“Operation”).
In the first quarter of 2024, the
Operation was authorized by the General Superintendence of the Administrative Council for Economic Defense (“CADE”) and by
the European antitrust body. Thus, on March 15, 2024, the Operation was closed, when the Company and Auren made capital contributions
of R$10,319 each in the joint venture Gud Comercializadora de Energia S.A. (“GUD”) and, on March 11, April 2024, the procedure
to obtain the licenses and regulatory authorizations necessary for the development of GUD's business began.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The joint venture relies on the experience
of two key brands in its business: Auren, a reference in renewable energy generation and leader in energy sales in the country; and the
Company, leader in the Brazilian telecommunications market, with more than 112 million accesses (as of December 2023), and a reference
digital platform in technology and connectivity, with growing presence in B2C and B2B digital ecosystems. By associating Auren's performance
in the generation and commercialization of energy on a Company scale, with its digital penetration and distribution capacity, GUD intends
to position itself in the free energy market in Brazil, the opening of which has been implemented gradually and, since January 2024, is
accessible to business sector customers connected to the high voltage network with demand below 500kW. The joint venture's potential operating
market is estimated at more than 72 thousand large companies including factories, offices and commercial establishments, in addition to
preparing itself to, in the future, operate in low voltage and residential businesses in a scenario of total opening of the Brazilian
electricity market. With the Operation, the Company reinforces its positioning, generating a better experience by increasing the value
proposition for its customers, as well as standing out for its commitment to Environmental, Social and Corporate Governance (“ASG”)
pillars.
c.2) Constitution
of Vivo Pay Holding Financeira Ltda. (“Vivo Pay”)
On February 2, 2024, the Company formed
a single-person limited liability company called Vivo Pay Holding Financeira Ltda., whose exclusive purpose is to hold equity interests
in institutions authorized to operate by the Central Bank of Brazil, as a partner or shareholder, as per the case. The Company made a
capital contribution of R$5,000 to Vivo Pay, through the issuance of 5,000,000 shares with a nominal value of R$1.00 (one real) each,
in favor of the Company.
c.3) Reduction of
the Company's share capital
On January 24, 2024, the Company's
Extraordinary General Meeting (“AGE”) approved the reduction of its share capital from R$63,571,416 to R$62,071,416, therefore,
a reduction of R$1,500,000, without canceling shares, keeping the number of shares and the percentage of shareholders' participation in
the Company's share capital unchanged (“Reduction”).
After complying with all applicable
legal requirements, the Reduction became fully effective and will be implemented through the refund to shareholders included in the Company's
records at the end of April 10, 2024, in national currency, at R$0.90766944153 per common share issued by the Company, to be paid in a
single installment on July 10, 2024.
d) Tax Reform
on consumption
On December 20, 2023, Constitutional
Amendment (“EC”) No. 132 was enacted, which establishes the Tax Reform (“Reform”) on consumption. Several topics,
including the rates of new taxes, are still pending regulation by Complementary Laws (“LC”), which must be sent for evaluation
by the National Congress within 180 days. The Reform model is based on a VAT divided (“dual VAT”) into two competences, one
federal (Contribution on Goods and Services - CBS) and one sub-national (Tax on Goods and Services - IBS), which will replace PIS taxes
, COFINS, ICMS and ISS.
A Selective Tax (“IS”)
of federal jurisdiction was also created, which will apply to the production, extraction, commercialization or import of goods and services
harmful to health and the environment, under the terms of LC, and there is an express provision that IS cannot apply to telecommunications
services. There will be a transition period from 2026 to 2032, in which the two tax systems (old and new) will coexist. The impacts of
the Reform on the calculation of the aforementioned taxes, from the beginning of the transition period, will only be fully known when
the process of regulating pending issues by LC is finalized.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
As the changes will be applied prospectively,
there is no effect of the Reform on the individual and consolidated quarterly information (“ITRs”) for the period ended March
31, 2024.
| 2. | BASIS OF PREPARATION AND PRESENTATION OF INDIVIDUAL AND
CONSOLIDATED QUARTERLY FINANCIAL INFORMATION |
| a) | Statement of compliance |
The individual (Parent Company) and
consolidated (Consolidated) quarterly information (“ITRs”) were prepared and are being presented in accordance with Technical
Pronouncement CPC 21 - Interim Statements, issued by the Accounting Pronouncements Committee (“CPC”) and with international
standards IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”), currently
called “IFRS accounting standards” (IFRS® Accounting Standards), including interpretations issued by the IFRS Interpretations
Committee (IFRIC® Interpretations) or its body predecessor, Standing Interpretations Committee (SIC® Interpretations) and in a
manner consistent with the deliberations issued by the CVM, applicable to the preparation of ITRs.
All relevant information specific
to the individual and consolidated ITRs, and only this information, is being disclosed and corresponds to that used in the management
of the Company's Administration.
b)
Basis of preparation and presentation
The individual and consolidated ITRs
were prepared considering historical cost as the value basis (except when different criteria were required) and adjusted to reflect the
evaluation of assets and liabilities measured at fair value.
Assets and liabilities are classified
as current when it is probable that their realization or settlement will occur within the next 12 months (normal operating cycle). Otherwise,
they are classified and demonstrated as non-current. The only exception refers to the balances of deferred tax assets and liabilities,
which are classified and fully demonstrated as non-current.
The Cash Flow Statements were prepared
in accordance with IAS 7/CPC 03 and reflect the changes in cash that occurred in the periods presented, using the indirect method.
The accounting standards adopted in
Brazil require the presentation of the Statement of Added Value (“DVA”), individual and consolidated, while IFRS standards
do not require its presentation. The DVA was prepared in accordance with technical pronouncement CPC 09 and is being presented as supplementary
information, without prejudice to the set of individual and consolidated ITRs.
These ITRs compare the quarters ended
March 31, 2024 and 2023, except in relation to the balance sheets that compare the positions on March 31, 2024 with December 31, 2023.
The Company's ITRs were approved by
the Board of Directors, at a meeting held on April 30, 2024.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
c)
Functional and reporting currency
Individual and consolidated ITRs are
presented in thousands of reais (unless otherwise mentioned). The Company's functional and presentation currency is the Real (R$).
Transactions in foreign currency are
converted into the Real as follows: (i) assets, liabilities and equity (except share capital and capital reserves) are converted at the
closing exchange rate on the balance sheet date; (ii) expenses and revenues are converted at the average exchange rate, except for specific
operations that are converted at the rate on the date of the transaction; and (iii) share capital and capital reserves are converted at
the rate on the date of the transaction.
Gains and losses resulting from the
conversion of investments abroad are recognized in the statement of comprehensive income. Gains and losses resulting from the conversion
of monetary assets and liabilities between the exchange rate in force on the date of the transaction and the end of the years (except
the conversion of investments abroad) are recognized in the income statement.
d)
Basis of consolidation
Equity interests in controlled or
jointly controlled companies are valued using the equity method in the individual quarterly information. In the consolidated quarterly
information, the investment and all balances of assets and liabilities, income and expenses arising from transactions and equity interest
in subsidiaries are eliminated in full. Investments in jointly controlled companies are maintained under the equity method in the consolidated
quarterly information.
The information relating to direct
and jointly controlled subsidiaries is the same as in explanatory note 12) Investments, disclosed in the financial statements for the
fiscal year ended December 31, 2023 except for the events: (i) formation of the joint venture with Auren ( note 1.c.1) and; (ii) constituition
of Vivo Pay (note 1.c.2).
Some relevant information about the
investees is presented in note 12.
e)
Segment reporting
Operating segments are defined as
components of an enterprise for which separate financial information is available and evaluated on a regular basis by the chief operating
decision maker in determining how to allocate resources to an individual segment and in evaluating the segment's performance. Bearing
in mind that: (i) all decisions made by administrators and managers are made based on consolidated reports; (ii) the mission of the Company
and its subsidiaries is to provide its customers with quality telecommunications services; and (iii) all decisions relating to strategic,
financial planning, purchasing, investments and application of resources are made on a consolidated basis, the Management's conclusion
is that the Company and its subsidiaries operate in a single operational segment providing services telecommunications.
f)
Significant accounting practices
The information in the explanatory
notes that did not undergo significant changes compared to December 31, 2023 was not fully repeated in these ITRs.
The accounting policies adopted in
the preparation of the Company's ITRs for the quarter ended March 31, 2024 are consistent with those used in the preparation of the consolidated
financial statements for the year ended December 31, 2023, and should be analyzed in conjunction with these financial statements.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The Company did not adopt in advance
any statement or interpretation that was issued, the application of which is not mandatory.
| g) | Significant accounting judgments estimates and assumptions |
The preparation of individual and
consolidated ITRs requires the use of certain critical accounting estimates and the exercise of judgment by the Company's Management in
applying its accounting policies. These estimates are based on experience, best knowledge, information available at the fiscal year end
date and other factors, including expectations of future events that are believed to be reasonable in the circumstances. The settlement
of transactions involving these estimates may result in values that differ from those recorded in the ITRs due to the criteria
inherent to the estimation process. The Company reviews its estimates at least annually.
The significant and relevant estimates
and judgments applied by the Company in the preparation of these ITRs have not changed in relation to those presented in the following
explanatory notes to the financial statements for the fiscal year ended December 31, 2023: accounts receivable; Income tax and social
contribution; immobilized; intangible; provision and contingencies; loans and financing, debentures, leases and other creditors; pension
plans and other post-employment benefits; and financial instruments and capital and risk management.
3.
CASH AND CASH EQUIVALENTS
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Short-term investments(1) |
6,240,727 |
|
3,965,584 |
|
6,557,832 |
|
4,289,932 |
Cash and banks(2) |
141,687 |
|
65,651 |
|
197,917 |
|
68,344 |
Total |
6,382,414 |
|
4,031,235 |
|
6,755,749 |
|
4,358,276 |
| (1) | Highly liquid short-term investments
basically comprise Bank Deposit Certificates ("CDB") and Repurchase Agreements with first tier rated financial institutions,
indexed to the Interbank Deposit Certificate ("CDI") rate, with original maturities of up to three months, and with immaterial
risk of change in value. Income from these investments are recorded as financial income. On March 31, 2024, the average remuneration of
these short-term investments corresponded to 100,32% of the CDI (101.5% on December 31, 2023). |
| (2) | On March 31, 2024 and December 31,
2023, the Consolidated balances included R$25,953 and R$19,474, respectively, related to the Financial Clearing House, with a Telefónica
Group company (Note 28) |
4.
FINANCIAL INVESTMENTS
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Guarantee for legal proceedings(1) |
33,350 |
|
36,154 |
|
33,366 |
|
36,169 |
Investment fund – FIDC |
— |
|
1,148 |
|
— |
|
1,148 |
Total |
33,350 |
|
37,302 |
|
33,366 |
|
37,317 |
|
|
|
|
|
|
|
|
Current |
— |
|
1,148 |
|
— |
|
1,148 |
Non-current |
33,350 |
|
36,154 |
|
33,366 |
|
36,169 |
| (1) | Refer to financial investments in
guarantees for lawsuits (Notes 19 and 33.b). |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
5.
TRADE ACCOUNTS RECEIVABLE
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Services and goods(1) |
10,772,280 |
|
10,810,457 |
|
11,017,770 |
|
10,996,158 |
Interconnection amounts(1 (2)) |
714,940 |
|
611,916 |
|
795,078 |
|
683,876 |
Vivo Money FIDC |
— |
|
— |
|
421,698 |
|
358,000 |
Related parties (Note 28)(1) |
112,215 |
|
118,751 |
|
63,245 |
|
68,924 |
Gross accounts receivable |
11,599,435 |
|
11,541,124 |
|
12,297,791 |
|
12,106,958 |
Estimated impairment losses |
(2,270,365) |
|
(2,245,096) |
|
(2,498,558) |
|
(2,437,845) |
Net accounts receivable |
9,329,070 |
|
9,296,028 |
|
9,799,233 |
|
9,669,113 |
|
|
|
|
|
|
|
|
Current |
9,023,792 |
|
8,944,992 |
|
9,493,955 |
|
9,318,077 |
Non-current |
305,278 |
|
351,036 |
|
305,278 |
|
351,036 |
| (1) | The consolidated
amounts include: (i) R$2,628,068 and R$2,551,270 to be billed to customers on March 31, 2024 and December 31, 2023, respectively |
| (2) | Refer to
billed amounts from other telecommunications operators. |
The
consolidated balances of contractual assets with customers were R$109,282 and R$93,106
on March 31, 2024 and December 31, 2023, respectively.
Consolidated
balances of non-current trade accounts receivable include:
|
|
Company / Consolidated |
|
|
03.31.2024 |
|
12.31.2023 |
B2B merchandise resale portion – 24 months |
|
169,879 |
|
207,405 |
Vivo TECH product(1) |
|
411,001 |
|
424,404 |
Nominal amount receivable |
|
580,880 |
|
631,809 |
Deferred financial income |
|
(65,219) |
|
(73,696) |
Present value of accounts receivable |
|
515,661 |
|
558,113 |
Estimated impairment losses |
|
(210,383) |
|
(207,077) |
Net amount receivable |
|
305,278 |
|
351,036 |
| (1) | The maturity schedule of the nominal
amounts and the present value of the Vivo TECH product does not exceed five years. |
On March 31, 2024, and December 31,
2023, no customer represented more than 10% of trade accounts receivable, net.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Amounts receivable, net of the allowance
for expected accounts receivable losses, classified by maturity, are as below:
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Falling due |
7,573,660 |
|
7,539,057 |
|
7,914,377 |
|
7,887,693 |
Overdue – 1 to 30 days |
1,068,262 |
|
1,067,890 |
|
1,165,756 |
|
1,134,381 |
Overdue – 31 to 60 days |
263,270 |
|
257,457 |
|
278,613 |
|
270,926 |
Overdue – 61 to 90 days |
136,943 |
|
135,787 |
|
144,428 |
|
140,426 |
Overdue – 91 to 120 days |
145,218 |
|
139,993 |
|
149,228 |
|
138,234 |
Overdue – over 120 days |
141,717 |
|
155,844 |
|
146,831 |
|
97,453 |
Total |
9,329,070 |
|
9,296,028 |
|
9,799,233 |
|
9,669,113 |
The changes in the allowance for
expected accounts receivable losses were:
|
|
Company |
|
Consolidated |
Balance on December 31, 2022 |
|
(2,281,581) |
|
(2,396,382) |
Supplement to estimated losses, net of reversal (Note 25) |
|
(306,053) |
|
(353,447) |
Write-off |
|
201,463 |
|
209,290 |
Merger – Garliava |
|
(55,725) |
|
— |
Balance on March 31, 2023 |
|
(2,441,896) |
|
(2,540,539) |
Supplement to estimated losses, net of reversal |
|
(907,948) |
|
(1,009,231) |
Write-off |
|
1,104,748 |
|
1,111,925 |
Balance on December 31, 2023 |
|
(2,245,096) |
|
(2,437,845) |
Supplement to estimated losses, net of reversal (Note 25) |
|
(361,792) |
|
(398,302) |
Write-off |
|
336,523 |
|
337,589 |
Balance on March 31, 2024 |
|
(2,270,365) |
|
(2,498,558) |
6.
INVENTORIES
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Materials for resale(1) |
1,073,626 |
|
819,480 |
|
1,089,323 |
|
836,799 |
Materials for consumption |
41,979 |
|
37,248 |
|
43,416 |
|
38,422 |
Other inventories |
2,182 |
|
39,263 |
|
2,232 |
|
39,263 |
Gross inventories |
1,117,787 |
|
895,991 |
|
1,134,971 |
|
914,484 |
Estimated losses from impairment or obsolescence(2) |
(96,727) |
|
(90,136) |
|
(98,254) |
|
(91,670) |
Net inventories |
1,021,060 |
|
805,855 |
|
1,036,717 |
|
822,814 |
| (1) | This includes, among others, mobile
phones, SIMcards (chips) and IT equipment in stock. |
| (2) | Additions and reversals of the provision
for inventory losses and obsolescence are included in Cost of goods sold (Note
25). |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
7.
PREPAID EXPENSES
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Incremental costs (customers' contracts)(1) |
2,100,781 |
|
1,986,764 |
|
2,100,781 |
|
1,986,764 |
Fistel Fee(2) |
1,024,666 |
|
— |
|
1,024,666 |
|
— |
Software and networks maintenance |
363,443 |
|
206,649 |
|
686,016 |
|
397,931 |
Advertising and publicity |
152,451 |
|
197,309 |
|
152,453 |
|
197,315 |
Personal |
93,959 |
|
116,934 |
|
96,713 |
|
120,138 |
Financial charges |
123,035 |
|
101,743 |
|
123,035 |
|
101,743 |
Rental |
18,280 |
|
20,067 |
|
18,280 |
|
20,067 |
Insurance |
9,637 |
|
— |
|
9,792 |
|
— |
Other prepaid expenses |
58,654 |
|
37,333 |
|
60,282 |
|
82,699 |
Total |
3,944,906 |
|
2,666,799 |
|
4,272,018 |
|
2,906,657 |
|
|
|
|
|
|
|
|
Current |
2,380,594 |
|
1,194,735 |
|
2,706,991 |
|
1,434,042 |
Non-current |
1,564,312 |
|
1,472,064 |
|
1,565,027 |
|
1,472,615 |
| (1) | Incremental costs for contracts
with customers comprise substantially sales commissions paid to partners to obtain customer contracts, which as per IFRS 15 are deferred
as income in accordance with the term of the contract and/or economic benefit to be generated, usually two to six years. |
| (2) | Refers to the remaining portion
of the Inspection and Operation Fee amounts, which will be fully amortized by the end of 2024. |
8.
INCOME AND SOCIAL CONTRIBUTION TAXES
a)
Income and Social Contribution taxes recoverable
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Income taxes |
646,970 |
|
626,771 |
|
672,499 |
|
649,400 |
Social contribution taxes |
96,247 |
|
96,456 |
|
101,907 |
|
103,193 |
Total |
743,217 |
|
723,227 |
|
774,406 |
|
752,593 |
b)
Income and Social Contribution taxes payable
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Income taxes |
173,803 |
|
148,088 |
|
175,485 |
|
149,763 |
Social contribution taxes |
56,293 |
|
50,117 |
|
56,950 |
|
50,907 |
Total |
230,096 |
|
198,205 |
|
232,435 |
|
200,670 |
|
|
|
|
|
|
|
|
Current |
21,347 |
|
1,050 |
|
23,686 |
|
3,515 |
Non-current |
208,749 |
|
197,155 |
|
208,749 |
|
197,155 |
The March 31, 2024 and December
31, 2023 balances include R$209.823 and R$198,205, respectively, of taxes to meet IFRIC
23 (Note 8.e).
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
c)
Deferred taxes
Significant components of deferred
income and social contribution taxes are as follows:
|
Company |
|
Balance on 12.31.2022 |
|
Income statement |
|
Comprehensive income |
|
Merger of Garliava and PPA allocation |
|
Balance on 03.31.2023 |
|
Balance on Income statement |
|
Comprehensive income |
|
Balance on 12.31.2023 |
Deferred tax assets (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and social contribution taxes on tax losses(1) |
2,318,400 |
|
(61,218) |
|
— |
|
— |
|
2,257,182 |
|
(261,014) |
|
— |
|
1,996,168 |
Income and social contribution taxes on temporary differences(2) |
(6,150,121) |
|
4,514 |
|
602 |
|
295,923 |
|
(5,849,082) |
|
354,198 |
|
79,976 |
|
(5,414,908) |
Provision for legal, labor, tax civil and regulatory contingencies |
2,225,302 |
|
44,703 |
|
— |
|
155,944 |
|
2,425,949 |
|
(70,800) |
|
— |
|
2,355,149 |
Trade accounts payable and other provision |
1,431,096 |
|
67,176 |
|
— |
|
84,574 |
|
1,582,846 |
|
297,516 |
|
— |
|
1,880,362 |
Customer portfolio and trademarks |
(214,323) |
|
6,348 |
|
— |
|
4,745 |
|
(203,230) |
|
19,043 |
|
— |
|
(184,187) |
Estimated losses on impairment of accounts receivable |
635,525 |
|
34,164 |
|
— |
|
18,946 |
|
688,635 |
|
(75,834) |
|
— |
|
612,801 |
Estimated losses from modems and other P&E items |
113,312 |
|
1,043 |
|
— |
|
(44,737) |
|
69,618 |
|
40,367 |
|
— |
|
109,985 |
Pension plans and other post-employment benefits |
257,624 |
|
4,754 |
|
— |
|
— |
|
262,378 |
|
17,682 |
|
80,234 |
|
360,294 |
Profit sharing |
187,074 |
|
(91,652) |
|
— |
|
— |
|
95,422 |
|
123,341 |
|
— |
|
218,763 |
Licenses |
(2,524,161) |
|
39,440 |
|
— |
|
86,660 |
|
(2,398,061) |
|
31,661 |
|
— |
|
(2,366,400) |
Goodwill (Spanish and Navytree, Vivo Part., GVT Part. and Garliava) |
(7,240,590) |
|
(19,237) |
|
— |
|
— |
|
(7,259,827) |
|
(173,133) |
|
— |
|
(7,432,960) |
Property, plant and equipment of small value |
(1,029,338) |
|
(74,927) |
|
— |
|
— |
|
(1,104,265) |
|
(86,412) |
|
— |
|
(1,190,677) |
Technological Innovation Law |
(9,774) |
|
818 |
|
— |
|
— |
|
(8,956) |
|
1,798 |
|
— |
|
(7,158) |
On other temporary differences(3) |
18,132 |
|
(8,116) |
|
602 |
|
(10,209) |
|
409 |
|
228,969 |
|
(258) |
|
229,120 |
Total deferred tax liabilities, non-current |
(3,831,721) |
|
(56,704) |
|
602 |
|
295,923 |
|
(3,591,900) |
|
93,184 |
|
79,976 |
|
(3,418,740) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
8,238,121 |
|
|
|
|
|
|
|
8,545,510 |
|
|
|
|
|
8,985,768 |
Deferred tax liabilities |
(12,069,842) |
|
|
|
|
|
|
|
(12,137,410) |
|
|
|
|
|
(12,404,508) |
Deferred tax liabilities, net |
(3,831,721) |
|
|
|
|
|
|
|
(3,591,900) |
|
|
|
|
|
(3,418,740) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Represented in the balance sheet as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
(3,831,721) |
|
|
|
|
|
|
|
(3,591,900) |
|
|
|
|
|
(3,418,740) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
|
|
|
Balance on 12.31.2023 |
|
Comprehensive income |
|
Comprehensive income |
|
Balance on 03.31.2024 |
Deferred tax assets (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
Income and social contribution taxes on tax losses(1) |
|
|
|
|
1,996,168 |
|
(143,854) |
|
— |
|
1,852,314 |
Income and social contribution taxes on temporary differences(2) |
|
|
|
|
(5,414,908) |
|
144,477 |
|
(621) |
|
(5,271,052) |
Provision for legal, labor, tax civil and regulatory contingencies |
|
|
|
|
2,355,149 |
|
91,153 |
|
— |
|
2,446,302 |
Trade accounts payable and other provision |
|
|
|
|
1,880,362 |
|
201,859 |
|
— |
|
2,082,221 |
Customer portfolio and trademarks |
|
|
|
|
(184,187) |
|
1,603 |
|
— |
|
(182,584) |
Estimated losses on impairment of accounts receivable |
|
|
|
|
612,801 |
|
6,872 |
|
— |
|
619,673 |
Estimated losses from modems and other P&E items |
|
|
|
|
109,985 |
|
295 |
|
— |
|
110,280 |
Pension plans and other post-employment benefits |
|
|
|
|
360,294 |
|
6,801 |
|
— |
|
367,095 |
Profit sharing |
|
|
|
|
218,763 |
|
(97,258) |
|
— |
|
121,505 |
Licenses |
|
|
|
|
(2,366,400) |
|
39,440 |
|
— |
|
(2,326,960) |
Goodwill (Spanish and Navytree, Vivo Part., GVT Part. and Garliava) |
|
|
|
|
(7,432,960) |
|
(57,710) |
|
— |
|
(7,490,670) |
Property, plant and equipment of small value |
|
|
|
|
(1,190,677) |
|
(31,076) |
|
— |
|
(1,221,753) |
Technological Innovation Law |
|
|
|
|
(7,158) |
|
349 |
|
— |
|
(6,809) |
On other temporary differences |
|
|
|
|
229,120 |
|
(17,851) |
|
(621) |
|
210,648 |
Total deferred tax liabilities, non-current |
|
|
|
|
(3,418,740) |
|
623 |
|
(621) |
|
(3,418,738) |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
8,985,768 |
|
|
|
|
|
9,071,533 |
Deferred tax liabilities |
|
|
|
|
(12,404,508) |
|
|
|
|
|
(12,490,271) |
Deferred tax liabilities, net |
|
|
|
|
(3,418,740) |
|
|
|
|
|
(3,418,738) |
|
|
|
|
|
|
|
|
|
|
|
|
Represented in the balance sheet as follows: |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
(3,418,740) |
|
|
|
|
|
(3,418,738) |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
Consolidated |
|
Balance on 12.31.2022 |
|
Income statement |
|
Comprehensive income |
|
Balance on 03.31.2023 |
|
Income statement |
|
Comprehensive income |
|
Balance on 12.31.2023 |
Deferred tax assets (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and social contribution taxes on tax losses(1) |
2,366,710 |
|
(63,487) |
|
— |
|
2,303,223 |
|
(205,492) |
|
— |
|
2,097,731 |
Income and social contribution taxes on temporary differences(2) |
(5,819,338) |
|
24,958 |
|
602 |
|
(5,793,778) |
|
375,581 |
|
78,971 |
|
(5,339,226) |
Provision for legal, labor, tax civil and regulatory contingencies |
2,455,389 |
|
42,605 |
|
— |
|
2,497,994 |
|
(107,726) |
|
— |
|
2,390,268 |
Trade accounts payable and other provision |
1,505,360 |
|
89,963 |
|
— |
|
1,595,323 |
|
300,320 |
|
— |
|
1,895,643 |
Customer portfolio and trademarks |
(210,441) |
|
2,465 |
|
— |
|
(207,976) |
|
29,818 |
|
— |
|
(178,158) |
Estimated losses on impairment of accounts receivable |
666,399 |
|
27,722 |
|
— |
|
694,121 |
|
(72,075) |
|
— |
|
622,046 |
Estimated losses from modems and other P&E items |
181,821 |
|
1,043 |
|
— |
|
182,864 |
|
(72,879) |
|
— |
|
109,985 |
Pension plans and other post-employment benefits |
258,308 |
|
4,768 |
|
— |
|
263,076 |
|
22,030 |
|
79,229 |
|
364,335 |
Profit sharing |
189,748 |
|
(92,721) |
|
— |
|
97,027 |
|
126,393 |
|
— |
|
223,420 |
Licenses |
(2,453,258) |
|
(31,464) |
|
— |
|
(2,484,722) |
|
118,320 |
|
— |
|
(2,366,402) |
Goodwill (Spanish and Navytree, Vivo Part., GVT Part., Garliava and Vita IT) |
(7,240,590) |
|
(19,237) |
|
— |
|
(7,259,827) |
|
(183,980) |
|
— |
|
(7,443,807) |
Property, plant and equipment of small value |
(1,029,338) |
|
(74,927) |
|
— |
|
(1,104,265) |
|
(86,413) |
|
— |
|
(1,190,678) |
Technological Innovation Law |
(9,774) |
|
818 |
|
— |
|
(8,956) |
|
1,798 |
|
— |
|
(7,158) |
On other temporary differences(3) |
(132,962) |
|
73,923 |
|
602 |
|
(58,437) |
|
299,975 |
|
(258) |
|
241,280 |
Total deferred tax (Liabilities), non-current |
(3,452,628) |
|
(38,529) |
|
602 |
|
(3,490,555) |
|
170,089 |
|
78,971 |
|
(3,241,495) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
8,674,222 |
|
|
|
|
|
8,646,892 |
|
|
|
|
|
9,177,084 |
Deferred tax liabilities |
(12,126,850) |
|
|
|
|
|
(12,137,447) |
|
|
|
|
|
(12,418,579) |
Deferred tax liabilities, net |
(3,452,628) |
|
|
|
|
|
(3,490,555) |
|
|
|
|
|
(3,241,495) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Represented in the balance sheet as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets of subsidiaries |
379,093 |
|
|
|
|
|
101,345 |
|
|
|
|
|
177,245 |
Deferred tax liabilities |
(3,831,721) |
|
|
|
|
|
(3,591,900) |
|
|
|
|
|
(3,418,740) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
Balance on 12.31.2023 |
|
Income statement |
|
Comprehensive income |
|
Balance on 03.31.2024 |
Deferred tax assets (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and social contribution taxes on tax losses(1) |
|
|
|
|
|
|
|
|
|
|
2,097,731 |
|
(146,273) |
|
— |
|
1,951,458 |
Income and social contribution taxes on temporary differences(2) |
|
|
|
|
|
|
|
|
|
|
(5,339,226) |
|
141,841 |
|
(621) |
|
(5,198,006) |
Provision for legal, labor, tax civil and regulatory contingencies |
|
|
|
|
|
|
|
|
|
|
2,390,268 |
|
91,241 |
|
— |
|
2,481,509 |
Trade accounts payable and other provision |
|
|
|
|
|
|
|
|
|
|
1,895,643 |
|
202,347 |
|
— |
|
2,097,990 |
Customer portfolio and trademarks |
|
|
|
|
|
|
|
|
|
|
(178,158) |
|
15,934 |
|
— |
|
(162,224) |
Estimated losses on impairment of accounts receivable |
|
|
|
|
|
|
|
|
|
|
622,046 |
|
7,002 |
|
— |
|
629,048 |
Estimated losses from modems and other P&E items |
|
|
|
|
|
|
|
|
|
|
109,985 |
|
295 |
|
— |
|
110,280 |
Pension plans and other post-employment benefits |
|
|
|
|
|
|
|
|
|
|
364,335 |
|
3,940 |
|
— |
|
368,275 |
Profit sharing |
|
|
|
|
|
|
|
|
|
|
223,420 |
|
(100,213) |
|
— |
|
123,207 |
Licenses |
|
|
|
|
|
|
|
|
|
|
(2,366,402) |
|
39,440 |
|
— |
|
(2,326,962) |
Goodwill (Spanish and Navytree, Vivo Part., GVT Part., Garliava and Vita IT) |
|
|
|
|
|
|
|
|
|
|
(7,443,807) |
|
(58,100) |
|
— |
|
(7,501,907) |
Property, plant and equipment of small value |
|
|
|
|
|
|
|
|
|
|
(1,190,678) |
|
(31,075) |
|
— |
|
(1,221,753) |
Technological Innovation Law |
|
|
|
|
|
|
|
|
|
|
(7,158) |
|
349 |
|
— |
|
(6,809) |
On other temporary differences |
|
|
|
|
|
|
|
|
|
|
241,280 |
|
(29,319) |
|
(621) |
|
211,340 |
Total deferred tax liabilities, non-current |
|
|
|
|
|
|
|
|
|
|
(3,241,495) |
|
(4,432) |
|
(621) |
|
(3,246,548) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
9,177,084 |
|
|
|
|
|
9,258,500 |
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
(12,418,579) |
|
|
|
|
|
(12,505,048) |
Deferred tax liabilities, net |
|
|
|
|
|
|
|
|
|
|
(3,241,495) |
|
|
|
|
|
(3,246,548) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Represented in the balance sheet as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets of subsidiaries |
|
|
|
|
|
|
|
|
|
|
177,245 |
|
|
|
|
|
172,190 |
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
(3,418,740) |
|
|
|
|
|
(3,418,738) |
| (1) | Under Brazilian tax legislation
offsets are limited annually to 30% of the taxable income for the year but otherwise have no expiry dates. |
| (2) | Amounts that will be realized upon
payment of provision, losses from accounts receivable, or upon realization of inventories, as well as upon reversal of other provision.
|
| (3) | Includes R$320,700 referring to
deductible temporary differences arising from the acquisition of Garliava whose corresponding deferred income tax asset was not recognized
in the acquisition and realized during the year 2023. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The Company had unrecognized deferred
tax assets relating to IR on tax losses and CS on a negative basis in the accounting books of some of its subsidiaries (POP, Recicla V,
TGLog, and CloudCo), being R$26.600 and R$24,199 on March 31, 2024 and December 31, 2023,
respectively, as the generation of future taxable profits for the use of these credits was not likely.
d)
Reconciliation of income tax and social contribution expense
The Company and its subsidiaries recognize
income and social contribution taxes on a monthly basis, on an accrual basis, and pay taxes based on estimates, recorded in a tax auxiliary
ledger. Taxes calculated on profits at the balance sheet date are recorded in liabilities or assets, as applicable.
The reconciliation of the tax expense
from the statutory tax rate of 34% (income tax of 25% and social contribution tax of 9%) for the three and nine-month periods ended March
31, 2024 and 2023 is as follows:
|
|
Company |
|
Consolidated |
|
|
Three-month period ended |
|
Three-month period ended |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Income before taxes |
|
1,207,410 |
|
1,019,644 |
|
1,223,731 |
|
1,018,493 |
Income and social contribution tax expenses, at the tax rate of 34% |
|
(410,519) |
|
(346,679) |
|
(416,069) |
|
(346,288) |
Permanent differences |
|
|
|
|
|
|
|
|
Tax benefit related to interest on equity allocated |
|
102,000 |
|
134,640 |
|
102,000 |
|
134,640 |
IR and CS on interest SELIC update of undue debts |
|
— |
|
31,737 |
|
— |
|
31,737 |
Non-deductible expenses, gifts, incentives |
|
(26,039) |
|
(25,021) |
|
(27,670) |
|
(25,453) |
Tax incentive operating profit |
|
15,575 |
|
17,092 |
|
15,575 |
|
17,092 |
Share of results in investees – equity method |
|
3,297 |
|
(5,529) |
|
(40) |
|
(2,111) |
Other (additions) exclusions |
|
3,907 |
|
8,785 |
|
(1,418) |
|
6,478 |
Tax debits |
|
(311,779) |
|
(184,975) |
|
(327,622) |
|
(183,905) |
|
|
|
|
|
|
|
|
|
Effective rate |
|
25.8 % |
|
18.1 % |
|
26.8 % |
|
18.1 % |
Current income and social contribution taxes |
|
(312,402) |
|
(128,271) |
|
(323,190) |
|
(145,376) |
Deferred income and social contribution taxes |
|
623 |
|
(56,704) |
|
(4,432) |
|
(38,529) |
e)
Uncertain Tax Treatments
The Company and its subsidiaries are
contesting several assessments filed by the Brazilian Federal Tax Authority (“RFB“) for allegedly incorrect deductions
of expenses, mainly related to the amortization of goodwill, at various administrative and judicial levels, of R$35.212.111 and R$30,577,416
on March 31, 2024 and December 31, 2023, respectively.
The amount as of March 31, 2024, includes R$4,018,445 relating to to a new infraction notice
against the Company on the subject, posted by the RFB on April 24, 2024. Management, supported by the position of its legal advisors,
believes that a large part of these deductions will likely be accepted in decisions of higher courts of last resort (acceptance probability
greater than 50%).
When
the Company and its subsidiaries believe that the probability of loss is greater than 50%, a non-current tax and social contribution liability
is recognized. The amount recognized was R$209.823 and R$198,205 on March 31, 2024
and December 31, 2023, respectively. These claims
involve compensation for overpayment of income tax and social contribution not approved by the RFB.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
9.
TAXES, CHARGES AND CONTRIBUTIONS RECOVERABLE
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
State VAT (ICMS)(1) |
2,065,620 |
|
2,060,631 |
|
2,067,501 |
|
2,062,276 |
PIS and COFINS |
220,959 |
|
234,839 |
|
255,045 |
|
261,261 |
Withholding taxes and contributions(2) |
181,613 |
|
177,367 |
|
192,420 |
|
191,475 |
Fistel, INSS, ISS and other taxes |
84,560 |
|
95,733 |
|
87,035 |
|
98,063 |
Total |
2,552,752 |
|
2,568,570 |
|
2,602,001 |
|
2,613,075 |
|
|
|
|
|
|
|
|
Current |
1,960,938 |
|
1,893,438 |
|
2,009,902 |
|
1,937,770 |
Non-current |
591,814 |
|
675,132 |
|
592,099 |
|
675,305 |
| (1) | Includes ICMS credits from the acquisition
of property and equipment (available to offset in 48 months); requests for refund of ICMS paid on invoices that were subsequently cancelled;
for the rendering of services; tax substitution; and tax rate difference; among others. Non-current consolidated amounts include credits
arising from the acquisition of property and equipment of R$552,369 and R$635,800 on March
31, 2024 and December 31, 2023, respectively. |
| (2) | Withholding
income tax ("IRRF") credits on short-term investments, interest on equity and others,
which are used as deduction in operations for the period and social contribution tax withheld at source on services provided to public
agencies. |
10.JUDICIAL DEPOSITS
AND GARNISHMENTS
Judicial deposits are made, and blocks
made on bank balances to ensure the continuity of legal processes through the courts or to suspend the enforceability of the tax credit.
Judicial deposits are recorded at
historical plus accrued interest.
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Judicial deposits |
|
|
|
|
|
|
|
Tax |
1,461,985 |
|
1,448,043 |
|
1,645,288 |
|
1,628,645 |
Civil |
875,207 |
|
858,877 |
|
876,609 |
|
860,248 |
Regulatory |
311,035 |
|
312,520 |
|
311,036 |
|
312,520 |
Labor |
70,095 |
|
82,777 |
|
76,408 |
|
88,986 |
Total |
2,718,322 |
|
2,702,217 |
|
2,909,341 |
|
2,890,399 |
Garnishments |
19,974 |
|
20,669 |
|
21,131 |
|
21,530 |
Total |
2,738,296 |
|
2,722,886 |
|
2,930,472 |
|
2,911,929 |
|
|
|
|
|
|
|
|
Current |
93,790 |
|
71,695 |
|
94,800 |
|
72,516 |
Non-current |
2,644,506 |
|
2,651,191 |
|
2,835,672 |
|
2,839,413 |
Below,
we present the composition of the balances of tax judicial deposits, classified by tax, on March 31, 2024 and December 31, 2023.
The information relating to judicial deposits is the same as in explanatory note 10) Deposits and Judicial Blocks, published in the financial
statements for the fiscal year ended December 31, 2023.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
|
Consolidated |
Tax |
|
03.31.2024 |
|
12.31.2023 |
Universal Telecommunication Services Fund (FUST) |
|
603,164 |
|
596,356 |
State Value-Added Tax (ICMS) |
|
413,346 |
|
406,397 |
Social Contribution Tax for Intervention in the Economic Order (CIDE) |
|
328,837 |
|
325,423 |
Corporate Income Tax (IRPJ) and Social Contribution Tax (CSLL) |
|
61,173 |
|
60,462 |
Telecommunications Inspection Fund (FISTEL) |
|
53,988 |
|
53,360 |
Withholding Income Tax (IRRF) |
|
43,901 |
|
43,396 |
Contribution tax on gross revenue for Social Integration Program (PIS) and for Social Security Financing (COFINS) |
|
31,631 |
|
35,770 |
Social Security, work accident insurance (SAT) and funds to third parties (INSS) |
|
26,316 |
|
25,905 |
Other taxes, charges and contributions |
|
82,932 |
|
81,576 |
Total |
|
1,645,288 |
|
1,628,645 |
11.OTHER ASSETS
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Related-party receivables (Note 28) |
294,843 |
|
269,771 |
|
293,895 |
|
268,246 |
Sale of real estate and other receivables |
187,831 |
|
157,352 |
|
187,831 |
|
157,352 |
Advances to employees and suppliers |
143,122 |
|
131,026 |
|
151,193 |
|
133,615 |
Surplus from post-employment benefit plans (Note 30)(1) |
67,694 |
|
73,990 |
|
67,754 |
|
74,048 |
Sublease of assets and other amounts receivable |
10,035 |
|
10,077 |
|
52,412 |
|
50,369 |
Total |
703,525 |
|
642,216 |
|
753,085 |
|
683,630 |
|
|
|
|
|
|
|
|
Current |
606,115 |
|
532,993 |
|
616,713 |
|
539,339 |
Non-current |
97,410 |
|
109,223 |
|
136,372 |
|
144,291 |
| (1) | On March 31, 2024 and December 31,
2023, it includes the amounts of R$61,567 and R$69,015, respectively, referring to the distribution
of the PBS-A surplus. |
| a) | Information on investees |
The information relating to direct
and jointly controlled subsidiaries is the same as in explanatory note 12) Investments, disclosed in the financial statements for
the fiscal year ended December 31, 2023, except for the events: (i) creation of the joint venture with Auren ( GUD) (note 1.c.1) and;
(ii) constituition of Vivo Pay (note 1.c.2).
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
A summary of the selected financial
data of the direct and jointly controlled subsidiaries in which the Company has an interest is presented below:
|
|
|
|
|
|
03.31.2024 |
|
Three-month period ended March 31, 2024 |
Investees |
|
Participation |
|
Investment |
|
Assets |
|
Liabilities |
|
Equity |
|
Net operating revenue |
|
Net profit (loss) |
Terra Networks(1) |
|
100.00% |
|
Controlled |
|
949,555 |
|
622,774 |
|
326,781 |
|
178,129 |
|
17,857 |
TGLog |
|
100.00% |
|
Controlled |
|
48,805 |
|
48,202 |
|
603 |
|
14,414 |
|
(12,399) |
POP(2) |
|
100.00% |
|
Controlled |
|
179,703 |
|
96,764 |
|
82,939 |
|
8,219 |
|
4,483 |
Vivo Money |
|
100.00% |
|
Controlled |
|
246,486 |
|
62,088 |
|
184,398 |
|
35,299 |
|
(788) |
Vivo Money II |
|
100.00% |
|
Controlled |
|
2,646 |
|
692 |
|
1,954 |
|
28 |
|
11 |
Vivo Pay (Note 1.c.2) |
|
100.00% |
|
Controlled |
|
4,975 |
|
— |
|
4,975 |
|
— |
|
(25) |
Vivo Ventures |
|
98.00% |
|
Controlled |
|
48,415 |
|
56 |
|
48,359 |
|
— |
|
204 |
CloudCo Brasil |
|
50.01% |
|
Controlled |
|
512,839 |
|
493,128 |
|
19,711 |
|
283,976 |
|
(3,035) |
IoTCo Brasil |
|
50.01% |
|
Controlled |
|
144,857 |
|
44,267 |
|
100,590 |
|
26,698 |
|
3,983 |
Aliança |
|
50.00% |
|
Joint control |
|
244,305 |
|
2,155 |
|
242,150 |
|
— |
|
1,768 |
AIX |
|
50.00% |
|
Joint control |
|
51,349 |
|
31,844 |
|
19,505 |
|
17,008 |
|
128 |
ACT |
|
50.00% |
|
Joint control |
|
48 |
|
4 |
|
44 |
|
26 |
|
2 |
VIVAE |
|
50.00% |
|
Joint control |
|
15,844 |
|
2,301 |
|
13,543 |
|
— |
|
(2,144) |
GUD (Note 1.c.1) |
|
50.00% |
|
Joint control |
|
20,638 |
|
— |
|
20,638 |
|
— |
|
— |
FiBrasil |
|
25.01% |
|
Joint control |
|
2,050,886 |
|
1,175,339 |
|
875,547 |
|
93,910 |
|
18 |
|
|
|
|
|
|
12.31.2023 |
|
Three-month period ended March 31, 2023 |
Investees |
|
Participation |
|
Investment |
|
Assets |
|
Liabilities |
|
Equity |
|
Net operating revenue |
|
Net profit (loss) |
Terra Networks(1) |
|
100.00% |
|
Controlled |
|
781,201 |
|
472,277 |
|
308,924 |
|
136,512 |
|
20,091 |
TGLog |
|
100.00% |
|
Controlled |
|
68,453 |
|
55,451 |
|
13,002 |
|
29,590 |
|
780 |
POP(2) |
|
100.00% |
|
Controlled |
|
171,863 |
|
93,407 |
|
78,456 |
|
1,241 |
|
615 |
Vivo Money |
|
100.00% |
|
Controlled |
|
215,700 |
|
30,514 |
|
185,186 |
|
22,809 |
|
(12,942) |
Vivo Money II |
|
100.00% |
|
Controlled |
|
2,000 |
|
57 |
|
1,943 |
|
— |
|
— |
Garliava(3) |
|
100.00% |
|
Controlled |
|
— |
|
— |
|
— |
|
241,711 |
|
14,073 |
Vivo Ventures |
|
98.00% |
|
Controlled |
|
43,098 |
|
43 |
|
43,055 |
|
— |
|
(343) |
CloudCo Brasil |
|
50.01% |
|
Controlled |
|
487,311 |
|
464,565 |
|
22,746 |
|
211,691 |
|
(4,346) |
IoTCo Brasil |
|
50.01% |
|
Controlled |
|
138,887 |
|
42,280 |
|
96,607 |
|
19,047 |
|
4,197 |
Aliança |
|
50.00% |
|
Joint control |
|
240,018 |
|
1,727 |
|
238,291 |
|
— |
|
706 |
AIX |
|
50.00% |
|
Joint control |
|
50,097 |
|
30,720 |
|
19,377 |
|
16,970 |
|
(28) |
ACT |
|
50.00% |
|
Joint control |
|
46 |
|
4 |
|
42 |
|
17 |
|
(6) |
VIVAE |
|
50.00% |
|
Joint control |
|
18,096 |
|
2,410 |
|
15,686 |
|
— |
|
(1,344) |
FiBrasil |
|
25.01% |
|
Joint control |
|
2,019,278 |
|
1,143,749 |
|
875,529 |
|
55,888 |
|
(23,493) |
| (1) | Terra Networks is the full and direct
controller of TIS and TLF01. |
| (2) | POP is the full and direct controller
of Recicla V and Vale Saúde Sempre.. |
| (3) | Garliava was acquired on April 20,
2022 and incorporated into the Company on February 28, 2023. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
b) Changes in
investment balances
|
|
Controlled |
|
Joint Venture |
|
Business combination |
|
Other investments |
|
Company Total investments |
|
Total investments |
Balance on December 31, 2022 |
|
573,803 |
|
352,101 |
|
5,518,622 |
|
137 |
|
6,444,663 |
|
368,195 |
Equity (Statements of Income) |
|
22,207 |
|
(6,209) |
|
(32,260) |
|
— |
|
(16,262) |
|
(6,209) |
Capital contribution - cash and cash equivalents (Vivo Money, Vivo Money II, Vivo Ventures and VivaE) and Redemption of Vivo Money shares |
|
39,800 |
|
— |
|
— |
|
— |
|
39,800 |
|
— |
Incorporation of Garliava |
|
(79,028) |
|
— |
|
(5,486,362) |
|
— |
|
(5,565,390) |
|
— |
Investments of the subsidiary Vivo Ventures |
|
— |
|
— |
|
— |
|
— |
|
— |
|
10,131 |
Bonus subscription exercise (FiBrasil) |
|
— |
|
57,001 |
|
— |
|
— |
|
57,001 |
|
57,001 |
Other comprehensive results (Alliance and other investments) |
|
— |
|
(1,075) |
|
— |
|
(65) |
|
(1,140) |
|
(1,140) |
Balance on March 31, 2023 |
|
556,782 |
|
401,818 |
|
— |
|
72 |
|
958,672 |
|
427,978 |
Equity (Statements of Income) |
|
149,593 |
|
(4,501) |
|
— |
|
— |
|
145,092 |
|
(4,501) |
Dividends (Terra Networks, IoTCo, AIX and ACT) |
|
(50,009) |
|
(51) |
|
— |
|
— |
|
(50,060) |
|
(51) |
Capital contribution - cash and cash equivalents (Vivo Money, Vivo Money II, Vivo Ventures and VivaE) and Redemption of Vivo Money shares |
|
35,266 |
|
3,117 |
|
— |
|
— |
|
38,383 |
|
3,117 |
Capital transactions |
|
— |
|
23 |
|
— |
|
— |
|
23 |
|
23 |
Investments of the subsidiary Vivo Ventures |
|
— |
|
— |
|
— |
|
— |
|
— |
|
16,060 |
Other comprehensive results (Alliance and other investments) |
|
(2,239) |
|
(3,731) |
|
— |
|
(25) |
|
(5,995) |
|
(3,756) |
Balance on December 31, 2023 |
|
689,393 |
|
396,675 |
|
— |
|
47 |
|
1,086,115 |
|
438,870 |
Equity (Statements of Income) |
|
9,814 |
|
(118) |
|
— |
|
— |
|
9,696 |
|
(118) |
Redemption of investment shares (Vivo Money) |
|
9,998 |
|
10,319 |
|
— |
|
— |
|
20,317 |
|
10,319 |
Investments of the subsidiary Vivo Ventures |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,165 |
Other comprehensive results (Alliance and other investments) |
|
— |
|
1,045 |
|
— |
|
7 |
|
1,052 |
|
1,052 |
Balance on March 31, 2024 |
|
709,205 |
|
407,921 |
|
— |
|
54 |
|
1,117,180 |
|
451,288 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
13. PROPERTY,
PLANT AND EQUIPMENT
a)
Changes in balances
|
Company |
|
Switching and transmission equipment |
|
Infrastructure |
|
Lending equipment |
|
Terminal equipment |
|
Land |
|
Other P&E |
|
Assets and facilities under construction |
|
Total |
Balances and changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2022 |
22,303,641 |
|
13,784,446 |
|
5,149,038 |
|
676,976 |
|
252,085 |
|
612,111 |
|
2,588,805 |
|
45,367,102 |
Additions |
6,489 |
|
378,832 |
|
21,613 |
|
6,381 |
|
— |
|
11,597 |
|
1,184,219 |
|
1,609,131 |
Write-offs, net(1) |
(3,587) |
|
(17,441) |
|
(121) |
|
(72) |
|
— |
|
(517) |
|
(6,102) |
|
(27,840) |
Net transfers(2) |
1,093,591 |
|
41,646 |
|
473,844 |
|
15,442 |
|
— |
|
(5,671) |
|
(1,699,227) |
|
(80,375) |
Subletting |
— |
|
(113) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(113) |
Merger - Garliava |
149 |
|
494,491 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
494,640 |
Depreciation (Note 25) |
(845,255) |
|
(917,891) |
|
(426,661) |
|
(91,766) |
|
— |
|
(38,963) |
|
— |
|
(2,320,536) |
Balance on March 31, 2023 |
22,555,028 |
|
13,763,970 |
|
5,217,713 |
|
606,961 |
|
252,085 |
|
578,557 |
|
2,067,695 |
|
45,042,009 |
Additions |
152,244 |
|
4,145,239 |
|
80,649 |
|
— |
|
— |
|
65,141 |
|
4,426,257 |
|
8,869,530 |
Write-offs, net(1) |
674 |
|
(328,837) |
|
(12) |
|
(7) |
|
(2,549) |
|
(5,599) |
|
(5,593) |
|
(341,923) |
Net transfers(2) |
3,074,505 |
|
237,064 |
|
1,519,384 |
|
60,351 |
|
— |
|
11,843 |
|
(4,955,377) |
|
(52,230) |
Subletting |
— |
|
(36,687) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(36,687) |
Depreciation |
(2,528,642) |
|
(2,855,632) |
|
(1,416,040) |
|
(246,089) |
|
— |
|
(146,939) |
|
— |
|
(7,193,342) |
Balance on December 31, 2023 |
23,253,809 |
|
14,925,117 |
|
5,401,694 |
|
421,216 |
|
249,536 |
|
503,003 |
|
1,532,982 |
|
46,287,357 |
Additions |
12,742 |
|
501,159 |
|
7,937 |
|
— |
|
— |
|
6,194 |
|
1,277,555 |
|
1,805,587 |
Write-offs, net(1) |
(1,816) |
|
(14,398) |
|
(1) |
|
— |
|
(124) |
|
(295) |
|
— |
|
(16,634) |
Net transfers(2) |
551,447 |
|
101,149 |
|
531,705 |
|
11,634 |
|
— |
|
3,664 |
|
(1,214,051) |
|
(14,452) |
Subletting |
— |
|
(21,303) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(21,303) |
Depreciation (Note 25) |
(864,380) |
|
(922,833) |
|
(525,988) |
|
(70,062) |
|
— |
|
(44,749) |
|
— |
|
(2,428,012) |
Balance on March 31, 2024 |
22,951,802 |
|
14,568,891 |
|
5,415,347 |
|
362,788 |
|
249,412 |
|
467,817 |
|
1,596,486 |
|
45,612,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
88,585,448 |
|
42,669,570 |
|
29,511,295 |
|
6,571,209 |
|
249,536 |
|
5,656,128 |
|
1,532,982 |
|
174,776,168 |
Accumulated depreciation |
(65,331,639) |
|
(27,744,453) |
|
(24,109,601) |
|
(6,149,993) |
|
— |
|
(5,153,125) |
|
— |
|
(128,488,811) |
Total |
23,253,809 |
|
14,925,117 |
|
5,401,694 |
|
421,216 |
|
249,536 |
|
503,003 |
|
1,532,982 |
|
46,287,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
89,124,286 |
|
43,217,610 |
|
30,050,178 |
|
6,574,316 |
|
249,412 |
|
5,662,194 |
|
1,596,486 |
|
176,474,482 |
Accumulated depreciation |
(66,172,484) |
|
(28,648,719) |
|
(24,634,831) |
|
(6,211,528) |
|
— |
|
(5,194,377) |
|
— |
|
(130,861,939) |
Total |
22,951,802 |
|
14,568,891 |
|
5,415,347 |
|
362,788 |
|
249,412 |
|
467,817 |
|
1,596,486 |
|
45,612,543 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
Consolidated |
|
Switching and transmission equipment |
|
Infrastructure |
|
Lending equipment |
|
Terminal equipment |
|
Land |
|
Other P&E |
|
Assets and facilities under construction |
|
Total |
Balances and changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2022 |
22,314,978 |
|
14,282,867 |
|
5,149,038 |
|
677,218 |
|
252,085 |
|
632,082 |
|
2,589,917 |
|
45,898,185 |
Additions |
7,337 |
|
399,425 |
|
21,613 |
|
6,390 |
|
— |
|
13,991 |
|
1,183,323 |
|
1,632,079 |
Write-offs, net (1) |
(3,591) |
|
(19,511) |
|
(121) |
|
(72) |
|
— |
|
(523) |
|
(6,102) |
|
(29,920) |
Net transfers (2) |
1,167,906 |
|
5,579 |
|
473,844 |
|
15,442 |
|
— |
|
(42,821) |
|
(1,700,244) |
|
(80,294) |
Subletting |
— |
|
(113) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(113) |
Business combination (Vale Saúde Sempre) |
— |
|
— |
|
— |
|
— |
|
— |
|
58 |
|
— |
|
58 |
Depreciation (Note 25) |
(919,760) |
|
(899,529) |
|
(426,661) |
|
(91,790) |
|
— |
|
(2,555) |
|
— |
|
(2,340,295) |
Balance on March 31, 2023 |
22,566,870 |
|
13,768,718 |
|
5,217,713 |
|
607,188 |
|
252,085 |
|
600,232 |
|
2,066,894 |
|
45,079,700 |
Additions |
159,429 |
|
4,141,510 |
|
80,649 |
|
16 |
|
— |
|
61,845 |
|
4,426,227 |
|
8,869,676 |
Write-offs, net (1) |
677 |
|
(326,809) |
|
(12) |
|
(9) |
|
(2,549) |
|
(5,691) |
|
(5,592) |
|
(339,985) |
Net transfers (2) |
2,995,561 |
|
273,131 |
|
1,519,384 |
|
60,351 |
|
— |
|
48,351 |
|
(4,950,974) |
|
(54,196) |
Subletting |
— |
|
(36,687) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(36,687) |
Business combination (Vale Saúde Sempre) |
— |
|
— |
|
— |
|
— |
|
— |
|
(24) |
|
— |
|
(24) |
Depreciation |
(2,455,669) |
|
(2,890,684) |
|
(1,416,040) |
|
(246,161) |
|
— |
|
(191,783) |
|
— |
|
(7,200,337) |
Balance on December 31, 2023 |
23,266,868 |
|
14,929,179 |
|
5,401,694 |
|
421,385 |
|
249,536 |
|
512,930 |
|
1,536,555 |
|
46,318,147 |
Additions |
13,875 |
|
501,173 |
|
7,937 |
|
— |
|
— |
|
6,630 |
|
1,277,895 |
|
1,807,510 |
Write-offs, net (1) |
(1,845) |
|
(14,398) |
|
(1) |
|
— |
|
(124) |
|
(1,101) |
|
— |
|
(17,469) |
Net transfers (2) |
551,449 |
|
101,147 |
|
531,705 |
|
11,636 |
|
— |
|
3,662 |
|
(1,214,051) |
|
(14,452) |
Subletting |
— |
|
(21,303) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(21,303) |
Depreciation (Note 25) |
(864,916) |
|
(923,379) |
|
(525,988) |
|
(70,082) |
|
— |
|
(47,249) |
|
— |
|
(2,431,614) |
Balance on March 31, 2024 |
22,965,431 |
|
14,572,419 |
|
5,415,347 |
|
362,939 |
|
249,412 |
|
474,872 |
|
1,600,399 |
|
45,640,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
88,601,631 |
|
42,700,577 |
|
29,511,295 |
|
6,571,924 |
|
249,536 |
|
5,836,449 |
|
1,536,555 |
|
175,007,967 |
Accumulated depreciation |
(65,334,763) |
|
(27,771,398) |
|
(24,109,601) |
|
(6,150,539) |
|
— |
|
(5,323,519) |
|
— |
|
(128,689,820) |
Total |
23,266,868 |
|
14,929,179 |
|
5,401,694 |
|
421,385 |
|
249,536 |
|
512,930 |
|
1,536,555 |
|
46,318,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
89,141,603 |
|
43,248,629 |
|
30,050,178 |
|
6,575,032 |
|
249,412 |
|
5,842,146 |
|
1,600,399 |
|
176,707,399 |
Accumulated depreciation |
(66,176,172) |
|
(28,676,210) |
|
(24,634,831) |
|
(6,212,093) |
|
— |
|
(5,367,274) |
|
— |
|
(131,066,580) |
Total |
22,965,431 |
|
14,572,419 |
|
5,415,347 |
|
362,939 |
|
249,412 |
|
474,872 |
|
1,600,399 |
|
45,640,819 |
| (1) | Infrastructure, includes R$8,968
and R$335,351 in 2024 and 2023, respectively, referring to the cancellation of lease agreements (Note
13.c) |
| (2) | Total balances refer to transfers
between classes of fixed and intangible assets (note
14.a). |
b)
Depreciation rates
Below, we present a table of annual
depreciation rates, except for lease assets, which are presented in (Note 13.c):
|
|
Company |
|
Consolidated |
Description |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Switching and transmission equipment and media |
|
2.50% |
to |
20.34% |
|
2.50% |
to |
19.67% |
|
2.50% |
to |
20.34% |
|
2.50% |
to |
19.67% |
Infrastructure |
|
2.50% |
to |
20.00% |
|
2.50% |
to |
20.00% |
|
2.50% |
to |
20.00% |
|
2.50% |
to |
20.00% |
Leased equipment (cell phones and modems) |
|
20.00% |
to |
50.00% |
|
20.00% |
to |
50.00% |
|
20.00% |
to |
50.00% |
|
20.00% |
to |
50.00% |
Terminal equipment |
|
10.00% |
to |
25.00% |
|
10.00% |
to |
25.00% |
|
10.00% |
to |
50.00% |
|
10.00% |
to |
50.00% |
Other P&E assets |
|
10.00% |
to |
25.00% |
|
10.00% |
to |
25.00% |
|
10.00% |
to |
25.00% |
|
10.00% |
to |
25.00% |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| c) | Additional information on leases |
The balances and transactions of leases,
included in the changes in balances of property, plant and equipment (Note 13.a), were:
|
Consolidated |
|
Infrastructure |
|
Switching and transmission equipment |
|
Other |
|
Total |
Balances and changes: |
|
|
|
|
|
|
|
Balance on December 31, 2022 |
11,082,417 |
|
245,216 |
|
81,008 |
|
11,408,641 |
Additions |
384,676 |
|
6,306 |
|
(14,968) |
|
376,014 |
Subletting (Note 13.a) |
(113) |
|
— |
|
— |
|
(113) |
Depreciation |
(803,318) |
|
(20,082) |
|
(252) |
|
(823,652) |
Cancellation of contracts |
(18,559) |
|
— |
|
— |
|
(18,559) |
Balance on March 31, 2023 |
10,645,103 |
|
231,440 |
|
65,788 |
|
10,942,331 |
Additions |
4,058,251 |
|
13,828 |
|
(46,255) |
|
4,025,824 |
Subletting (Note 13.a) |
(36,687) |
|
— |
|
— |
|
(36,687) |
Depreciation |
(2,486,883) |
|
(41,749) |
|
(1,060) |
|
(2,529,692) |
Cancellation of contracts |
(316,792) |
|
— |
|
(4,867) |
|
(321,659) |
Balance on December 31, 2023 |
11,862,992 |
|
203,519 |
|
13,606 |
|
12,080,117 |
Additions |
498,748 |
|
11,367 |
|
— |
|
510,115 |
Subletting (Note 13.a) |
(21,303) |
|
— |
|
— |
|
(21,303) |
Depreciation |
(808,026) |
|
(18,070) |
|
(352) |
|
(826,448) |
Cancellation of contracts |
(8,968) |
|
(1,163) |
|
— |
|
(10,131) |
Balance on March 31, 2024 |
11,523,443 |
|
195,653 |
|
13,254 |
|
11,732,350 |
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
Cost |
25,166,150 |
|
395,901 |
|
133,432 |
|
25,695,483 |
Accumulated depreciation |
(13,303,158) |
|
(192,382) |
|
(119,826) |
|
(13,615,366) |
Total |
11,862,992 |
|
203,519 |
|
13,606 |
|
12,080,117 |
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
Cost |
25,624,838 |
|
404,518 |
|
133,432 |
|
26,162,788 |
Accumulated depreciation |
(14,101,395) |
|
(208,865) |
|
(120,178) |
|
(14,430,438) |
Total |
11,523,443 |
|
195,653 |
|
13,254 |
|
11,732,350 |
The following is a table of depreciation
rates for lease assets.
|
|
Company |
|
Consolidated |
Description |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Infrastructure |
|
2.36% |
to |
92.31% |
|
2.36% |
to |
92.31% |
|
2.36% |
to |
92.31% |
|
2.36% |
to |
92.31% |
Switching and transmission equipment and media |
|
10.00% |
to |
66.67% |
|
10.00% |
to |
66.67% |
|
10.00% |
to |
66.67% |
|
10.00% |
to |
66.67% |
Other P&E assets |
|
26.09% |
to |
37.50% |
|
26.09% |
to |
37.50% |
|
26.09% |
to |
40.00% |
|
26.09% |
to |
40.00% |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
d)
Property, plant and equipment items pledged in guarantee
On March 31, 2024 and December 31,
2023, the consolidated values of fixed assets given as collateral in legal proceedings were R$102,067 and R$101,220, respectively.
e)
Concession balance
The Fixed Switched Telephone Service
concession model, adopted in 1998 with the signing of contracts following the privatization of the telecommunications sector, served as
the new basis for the provision of telecommunications services in Brazil. Over more than 20 years, concessionaires had expanded the universalization
of the fixed telephone service, which, before privatization, was expensive, out of reach of the populace and suffered long installation
queues of months or years. During this period, the concession contracts suffered shocks as a result of several events that occurred throughout
their term, which have repercussions on the originally contracted financial equation to this day, causing a reduction in revenue and increases
in planned costs.
Faced with this scenario and with
the end of the validity period of the concession contracts approaching, it is natural to seek a consensus with the regulatory body on
the events related to the change in the economic-financial balance of the contracts.
However, management's efforts have
largely been frustrated and discussions through administrative channels have been exhausted without consensus having been reached. Hence,
on July 1, 2021, the Company signed an arbitration agreement with ANATEL. The Company submitted to the International Chamber of Commerce,
on July 10, 2021, a request to initiate an arbitration against ANATEL, as provided for in the concession agreement and pursuant to Law
9,307/1996, as well as the General Telecommunications Law.
On March 21, 2022, the Company presented
its opening arguments in the arbitration proceeding requiring, among other issues, the recognition of events that occurred during the
concession agreement that need to be rebalanced in the Company's favor to preserve the sustainability of the agreement, as well as compensation
for the period in which the contract terms were untenable.
After the Company's initial allegations,
in June 2022 ANATEL presented its defense. On August 19, 2022, the Company filed a reply to ANATEL's defense. On October 18, 2022, a response
was presented by ANATEL. On November 17, 2022, the parties laid out the evidence and on December 8, 2022 a hearing was held with the arbitral
tribunal for the presentation of the case.
At that hearing, it was agreed that
the Parties would present a statement on the bifurcation of the arbitration procedure, so that part of the procedure could be judged by
means of a partial award. Both did so and, on March 23, 2023, the Arbitral Tribunal decided that it would issue a partial judgment on
the issues related to (i) the objective arbitrability of the claimant's indemnity claim for the period after 2020, with regard to the
alleged unsustainability of the concession; (ii) the objective arbitrability of the indemnity claim referring to the material error in
the granting of STFC tariff adjustments and (iii) the incidence of estoppel and prescription phenomena on claims related to supposedly
unbalanced events. Based on the decision that there would be a partial sentence on the subject, the Company, on May 22, 2023, presented
its final arguments and was awaiting the sentence that would be handed down by the Court.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
However, the parties began debates
on the possibility of a potential consensual solution to the matters exposed in the arbitration, together with the TCU. Therefore, the
Company presented a request to suspend the arbitration procedure, which was corroborated by ANATEL and accepted by the TCU and which is
expected to be renewed while debates on consensuality continue. On September 26, 2023, ANATEL approved and then, on October 4, 2023, forwarded
to the TCU the request for a Consensual Solution to resolve existing disputes between ANATEL and the Company, registered under Process
No. 036.366/2023 -4. On October 5, 2023, ANATEL presented the TCU with the request to open a Consensual Solution procedure. On January
23, 2024, the Consensual Solution was accepted by the TCU, which established a Commission that will have a maximum of 120 days to reach
a consensus. After that, final approval by the Court may take up to 90 days.
f)
Amendments to the Model
On October 4, 2019, Law 13.879/2019
(enacted from PLC 79/2016) was sanctioned, which introduced changes to the telecommunication's regulatory framework allowing fixed telephony
concessionaires to migrate from a concession regime to an authorization regime with lower regulatory charges, including those associated
with the continuity and universalization of the STFC in the concession area, as well as any restrictions on the goods associated with
its provision.
In accordance with this Law, ANATEL
presented on July 5, 2022 a methodology with an estimate of the economic value associated with the adaptation of the concession instrument
for authorization, to be validated by TCU. In a session held on March 22, 2023, the methodology applied by ANATEL was approved by TCU,
conditioned on the Agency guaranteeing the adoption of values that approximate market values for the evaluation of the more significant
reversible assets. The process was forwarded to ANATEL, which evaluated and approved on July 24, 2023, the balance of service adequacy
(from concession to authorization) based on the determinations presented by the TCU, presenting a new estimate of economic value. The
value of the balance should be assessed by the Company, within 120 (one hundred and twenty) days, however with the possibility of an agreement
between ANATEL and the concessionaires involving arbitration and migration to be taken within the scope of a consensual solution with
the TCU, ANATEL granted the suspension of the aforementioned deadline. In any case, if the balance value is confirmed and accepted by
the Company, it will be converted into investment projects not yet defined by ANATEL.
g)
Reversible assets
The concession contract for the Company's
STFC identifies the assets essential to the provision of such service in the concession area.
On April 12, 2021, Resolution 744
was published in the official gazette (“DOU“), approved by the Ministry of Telecommunications and by the Board of Directors
of ANATEL on April 4, 2021, which addresses the Regulation of Continuity of Provision of Switched Fixed Telephone Service Intended for
Use of the General Public under the Public Regime (“RCON“).
The Resolution, which became effective
on May 3, 2021, addresses how the continuity of STFC services under the concession regime are treated once the Company's STs STFC concession
contract terminates. The assets identified as being essential to the provision of multiple services, among which the STFC under the public
system, will be included in a contract for the assignment of their rights of use, to be agreed under fair and reasonable economic terms
and conditions, transferring them from the Company to the new Concessionaire or the Federal Government, should they wish to make use of
such assets to maintain the continuity of STFC provision under the public regime.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The assets, being deemed essential,
are effectively and exclusively used to ensure the continuity and timely provision of STFC under the public regime, and will be revert
to the Public Authority, according to the terms of the RCON, if such service continues to be provided, either by the Federal authority,
or by a new Concessionaire, under a public agreement. Hence, the assets for the exclusive use of the STFC and, therefore, subject to the
'reversal regime' provided for in the regulation, constitute a residual and decreasing asset of the Company.
Accordingly, the Concessionaire's
assets, at the end of the concession contract on December 31, 2025, will not be returned to the Federal Government. The shared assets
and those used exclusively for the STFC will fall within the scope of specific contracts already provided for in the operational manual
of the Continuity Regulation, approved by Decision No. 269/2021/COUN/SCO, which complements provisions of the Continuity Regulation.
Although Resolution 744 requires a
list of Reversible Assets (“RBR“) to be submitted to ANATEL, such obligation, upon approval under the contractual model described
above, is merely informative by nature, in order to maintain transparency of the assets used by the Concessionaire in the provision of
STFC under the public regime.
However, within the scope of the administrative
proceeding TC no.003.342/2022-0, pending at the TCU, a technical report was issued addressing the new understanding that the RCON should
be revised. This understanding will still be examined by the Court. The process is suspended due to a decision made by TCU minister.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
14. INTANGIBLE
ASSETS
a)
Balances and changes
|
Company |
|
Indefinite useful life |
|
Finite useful life |
|
|
|
|
|
Goodwill(1) |
|
Licenses |
|
Software |
|
Trademarks |
|
Customer portfolio |
|
Other intangible assets |
|
Software under development |
|
Total |
Balances and changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2022 |
22,868,268 |
|
13,953,483 |
|
5,337,383 |
|
652,589 |
|
220,267 |
|
36,356 |
|
695,167 |
|
43,763,513 |
Additions |
— |
|
— |
|
23,032 |
|
— |
|
— |
|
— |
|
406,186 |
|
429,218 |
Write-offs, net |
— |
|
— |
|
(821) |
|
— |
|
— |
|
— |
|
— |
|
(821) |
Net transfers(2) |
— |
|
13,069 |
|
609,807 |
|
— |
|
— |
|
— |
|
(542,501) |
|
80,375 |
Merger - Garliava |
3,394,710 |
|
2,278,857 |
|
— |
|
— |
|
82,239 |
|
— |
|
— |
|
5,755,806 |
Amortization (Note 25) |
— |
|
(302,589) |
|
(507,497) |
|
(21,051) |
|
(24,869) |
|
(764) |
|
— |
|
(856,770) |
Balance on March 31, 2023 |
26,262,978 |
|
15,942,820 |
|
5,461,904 |
|
631,538 |
|
277,637 |
|
35,592 |
|
558,852 |
|
49,171,321 |
Additions |
— |
|
63,132 |
|
156,434 |
|
— |
|
— |
|
— |
|
2,270,312 |
|
2,489,878 |
Write-offs, net |
— |
|
— |
|
(145) |
|
— |
|
— |
|
— |
|
— |
|
(145) |
Net transfers(2) |
— |
|
(11,998) |
|
2,093,480 |
|
— |
|
— |
|
— |
|
(2,029,252) |
|
52,230 |
Amortization |
— |
|
(1,106,895) |
|
(1,667,387) |
|
(63,154) |
|
(82,219) |
|
(2,222) |
|
— |
|
(2,921,877) |
Balance on December 31, 2023 |
26,262,978 |
|
14,887,059 |
|
6,044,286 |
|
568,384 |
|
195,418 |
|
33,370 |
|
799,912 |
|
48,791,407 |
Additions |
— |
|
10,971 |
|
140 |
|
— |
|
— |
|
— |
|
576,783 |
|
587,894 |
Net transfers(2) |
— |
|
— |
|
756,784 |
|
— |
|
— |
|
— |
|
(742,332) |
|
14,452 |
Amortization (Note 25) |
— |
|
(328,290) |
|
(554,762) |
|
(21,051) |
|
(27,406) |
|
(681) |
|
— |
|
(932,190) |
Balance on March 31, 2024 |
26,262,978 |
|
14,569,740 |
|
6,246,448 |
|
547,333 |
|
168,012 |
|
32,689 |
|
634,363 |
|
48,461,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
26,262,978 |
|
29,748,956 |
|
27,778,576 |
|
1,658,897 |
|
4,536,912 |
|
269,556 |
|
799,912 |
|
91,055,787 |
Accumulated amortization |
— |
|
(14,861,897) |
|
(21,734,290) |
|
(1,090,513) |
|
(4,341,494) |
|
(236,186) |
|
— |
|
(42,264,380) |
Total |
26,262,978 |
|
14,887,059 |
|
6,044,286 |
|
568,384 |
|
195,418 |
|
33,370 |
|
799,912 |
|
48,791,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
26,262,978 |
|
29,759,927 |
|
28,535,372 |
|
1,658,897 |
|
4,536,912 |
|
269,557 |
|
634,363 |
|
91,658,006 |
Accumulated amortization |
— |
|
(15,190,187) |
|
(22,288,924) |
|
(1,111,564) |
|
(4,368,900) |
|
(236,868) |
|
— |
|
(43,196,443) |
Total |
26,262,978 |
|
14,569,740 |
|
6,246,448 |
|
547,333 |
|
168,012 |
|
32,689 |
|
634,363 |
|
48,461,563 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
Consolidated |
|
Indefinite useful life |
|
Finite useful life |
|
|
|
|
|
Goodwill(1) |
|
Licenses |
|
Software |
|
Trademarks |
|
Customer portfolio |
|
Other intangible assets |
|
Software under development |
|
Total |
Balances and changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2022 |
26,361,829 |
|
16,291,751 |
|
5,348,538 |
|
656,551 |
|
333,790 |
|
36,430 |
|
696,361 |
|
49,725,250 |
Additions |
— |
|
— |
|
23,828 |
|
— |
|
— |
|
— |
|
406,370 |
|
430,198 |
Write-offs, net |
— |
|
— |
|
(820) |
|
— |
|
— |
|
— |
|
— |
|
(820) |
Net transfers(2) |
— |
|
11,653 |
|
609,836 |
|
— |
|
— |
|
1,980 |
|
(543,175) |
|
80,294 |
Business combination - Vita IT |
(223) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(223) |
|
58,569 |
|
— |
|
1 |
|
773 |
|
90 |
|
— |
|
— |
|
59,433 |
Amortization (Note 25) |
— |
|
(360,584) |
|
(506,885) |
|
(21,630) |
|
(28,208) |
|
(2,744) |
|
— |
|
(920,051) |
Balance on March 31, 2023 |
26,420,175 |
|
15,942,820 |
|
5,474,498 |
|
635,694 |
|
305,672 |
|
35,666 |
|
559,556 |
|
49,374,081 |
Additions |
— |
|
63,132 |
|
158,333 |
|
— |
|
— |
|
— |
|
2,271,308 |
|
2,492,773 |
Write-offs, net |
— |
|
— |
|
(149) |
|
— |
|
— |
|
— |
|
— |
|
(149) |
Net transfers(2) |
— |
|
(11,653) |
|
2,096,195 |
|
— |
|
— |
|
(1,980) |
|
(2,028,366) |
|
54,196 |
Business combination - Vita IT |
(22,547) |
|
— |
|
— |
|
(451) |
|
(18,122) |
|
12,324 |
|
— |
|
(28,796) |
Business combination - Vale Saúde Sempre |
(6,932) |
|
— |
|
(1) |
|
1 |
|
517 |
|
6,175 |
|
— |
|
(240) |
Amortization |
— |
|
(1,107,240) |
|
(1,671,877) |
|
(63,342) |
|
(82,267) |
|
(4,164) |
|
— |
|
(2,928,890) |
Balance on December 31, 2023 |
26,390,696 |
|
14,887,059 |
|
6,056,999 |
|
571,902 |
|
205,800 |
|
48,021 |
|
802,498 |
|
48,962,975 |
Additions |
— |
|
10,971 |
|
260 |
|
— |
|
— |
|
— |
|
576,723 |
|
587,954 |
Net transfers(2) |
— |
|
— |
|
756,784 |
|
— |
|
— |
|
— |
|
(742,332) |
|
14,452 |
Amortization (Note 25) |
— |
|
(328,290) |
|
(555,805) |
|
(21,331) |
|
(27,746) |
|
(1,541) |
|
— |
|
(934,713) |
Balance on March 31, 2024 |
26,390,696 |
|
14,569,740 |
|
6,258,238 |
|
550,571 |
|
178,054 |
|
46,480 |
|
636,889 |
|
48,630,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
26,390,696 |
|
29,748,956 |
|
27,908,360 |
|
1,663,747 |
|
4,548,942 |
|
288,112 |
|
802,498 |
|
91,351,311 |
Accumulated amortization |
— |
|
(14,861,897) |
|
(21,851,361) |
|
(1,091,845) |
|
(4,343,142) |
|
(240,091) |
|
— |
|
(42,388,336) |
Total |
26,390,696 |
|
14,887,059 |
|
6,056,999 |
|
571,902 |
|
205,800 |
|
48,021 |
|
802,498 |
|
48,962,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
26,390,696 |
|
29,759,927 |
|
28,665,275 |
|
1,663,747 |
|
4,548,942 |
|
288,112 |
|
636,889 |
|
91,953,588 |
Accumulated amortization |
— |
|
(15,190,187) |
|
(22,407,037) |
|
(1,113,176) |
|
(4,370,888) |
|
(241,632) |
|
— |
|
(43,322,920) |
Total |
26,390,696 |
|
14,569,740 |
|
6,258,238 |
|
550,571 |
|
178,054 |
|
46,480 |
|
636,889 |
|
48,630,668 |
| (1) | Refer to the operations of Santo
Genovese Participações (2004); Spanish and Figueira (2006); Telefônica Television Participações (2008);
Vivo Participações (2011); GVT Participações (2015); Garliava and Vita IT (2022) and Vale Saúde Sempre
(2023). |
| (2) | Total balances refer to transfers
between classes of fixed and intangible assets (Note 13.a). |
b)
Licenses / Authorizations
Extensions of authorizations
for the use of radio frequency bands
In the following table, we briefly
present the information on the authorizations of each sub-band held by the Company for use in the SMP, as well as the events that occurred
in 2024 related to their respective extensions (when applicable).
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Subband-Radio Frequency |
|
Geographic coverage |
|
Comments |
|
Expiration of authorizations |
700 MHz |
|
National |
|
— |
|
2029 |
850 MHz (1) |
|
National (except AL, CE, PB, PE, PI e RN) |
|
GO (sector 24 of PGO); MS (sector 21 of the PGO); MG (PGO sector 2); RS (sector 29 of the PGO) and SP (except sector 33 of the PGO) |
|
2024-2028 |
900 MHz |
|
ES, RJ, AM, AP, RR, PA, MA, SE, BA, AC, DF, MT, RO, MS, SC, TO, RS, GO and PR |
|
MS (sector 21 PGO); RS ( sector 29 do PGO); GO (setor 24 do PGO) and PR (sector 19 PGO) |
|
2023 (expired) (2) |
|
MG, AM, RR, AP, PA, MA, BA, SE e SP (except area 11) |
|
Authorizations from the acquisition of part of UPI Ativos Móveis from Oi in 2022 |
|
2031-2032 |
1.800 MHz |
|
National (except MG) |
|
— |
|
2032 |
|
National (except area 43 - PR) |
|
Authorizations from the acquisition of part of UPI Ativos Móveis from Oi in 2022 |
|
2031-2032 |
900 MHz / 1.800 MHz |
|
MG (sector 3 PGO) |
|
— |
|
2035 |
|
MG (sector 2 PGO) |
|
— |
|
2032 |
2.100 MHz |
|
National |
|
— |
|
2038 |
|
ES, MG, AM, AP, PA, MA, RR, AL, CE, PB, PE, PI, RN, AC, RO, MT, MS, TO, GO, DF, SP (except sector 33 PGO), RS, PR and SC |
|
Authorizations from the acquisition of part of UPI Ativos Móveis from Oi in 2022 |
|
2038 |
2.300 MHz |
|
RJ, SP, ES, MG, AM, AC, AP, RR, RO, TO, PA, MT, MS, GO and DF |
|
SP (except sector 33 PGO); MG (sector 2 PGO); MS (sector 21 PGO) and GO (sector 24 PGO) |
|
2041 |
2.500 MHz |
|
National |
|
— |
|
2027-2031 |
3.500 MHz |
|
National |
|
— |
|
2041 |
26 GHz |
|
National |
|
— |
|
2041 |
(1) Extension of authorizations
in 850 MHz: In accordance with the provisions of Agreement No. 618, of November 26, 2020, ANATEL extended, until November 29, 2028,
the terms of authorization for the use of the 850 MHz subbands held by the Company in the states of São Paulo and Mato Grosso,
whose validity ended, respectively, in the months of January and March 2024. As with other authorizations in 850 MHz, ANATEL determined
that the amount due for the extension must be calculated at based on net present value (“NPV”) parameters, in order to reflect,
according to ANATEL, the real economic value (market value) of the sub-ranges.
(2) Non-extension of authorizations
in 900 MHz (except MG): The Board of Directors of ANATEL, through Agreement No. 105, of April 28, 2023, determined that the terms
of authorization associated with the sub-bands in 900 MHz would not be extended , except in the state of MG (sectors 2 and 3 of the PGO),
claiming that the efficient use of this spectrum has not been properly demonstrated, since the low capacity associated with this band
(2.5 + 2.5 MHz) imposes limitations on its effective use. The non-renewal of these 900 MHz licenses, however, does not affect the services
currently provided by the Company.
c)
Amortization rates
The table below shows the annual amortization
rates.
|
|
Company |
|
Consolidated |
Description |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Licenses |
|
3.60 % |
to |
21.43 % |
|
3.60 % |
to |
20.34 % |
|
3.60 % |
to |
21.43 % |
|
3.60 % |
to |
20.34 % |
Softwares |
|
20.00% |
|
20.00% |
|
20.00% |
|
20.00% |
Trademarks |
|
5.13% |
|
5.13% |
|
5.13 % |
to |
23.50 % |
|
5.13% |
Customer portfolio |
|
10.00 % |
To |
12.50 % |
|
9.52 % |
to |
12.50 % |
|
10.00% |
to |
12.50% |
|
9.52 % |
to |
20.70 % |
Other intangible assets |
|
20.00% |
|
20.00% |
|
6.67% |
to |
20.00% |
|
6.67 % |
to |
20.00 % |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
15. PERSONNEL,
SOCIAL CHARGES AND BENEFITS
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Social charges and benefits |
563,486 |
|
519,842 |
|
611,476 |
|
564,001 |
Profit sharing |
170,558 |
|
490,778 |
|
179,118 |
|
513,862 |
Share-based payment plans (Note 29) |
183,044 |
|
151,904 |
|
186,411 |
|
154,689 |
Salaries and wages |
29,225 |
|
30,309 |
|
32,749 |
|
31,897 |
Others |
— |
|
— |
|
19,955 |
|
20,885 |
Total |
946,313 |
|
1,192,833 |
|
1,029,709 |
|
1,285,334 |
|
|
|
|
|
|
|
|
Current |
913,518 |
|
1,133,158 |
|
976,543 |
|
1,204,183 |
Non-current |
32,795 |
|
59,675 |
|
53,166 |
|
81,151 |
16.TRADE ACCOUNTS
PAYABLE
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Sundry suppliers (Opex, Capex, Services e Material) |
7,986,072 |
|
6,885,611 |
|
8,420,285 |
|
7,213,698 |
Related parties (Note 28) |
623,144 |
|
603,047 |
|
523,623 |
|
509,836 |
Amounts payable (operators, cobilling) |
206,717 |
|
221,777 |
|
206,717 |
|
221,777 |
Interconnection / interlink |
299,941 |
|
224,634 |
|
299,941 |
|
224,634 |
Total |
9,115,874 |
|
7,935,069 |
|
9,450,566 |
|
8,169,945 |
17.TAXES, CHARGES
AND CONTRIBUTIONS PAYABLE
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Fistel(1) |
4,424,294 |
|
3,502,492 |
|
4,424,294 |
|
3,502,492 |
ICMS |
1,311,803 |
|
1,299,825 |
|
1,374,213 |
|
1,360,800 |
PIS and COFINS |
347,766 |
|
349,293 |
|
374,730 |
|
371,126 |
Fust and Funttel |
100,650 |
|
99,710 |
|
100,650 |
|
99,710 |
Other taxes |
136,124 |
|
145,730 |
|
154,017 |
|
167,109 |
Total |
6,320,637 |
|
5,397,050 |
|
6,427,904 |
|
5,501,237 |
|
|
|
|
|
|
|
|
Current |
1,562,355 |
|
1,561,819 |
|
1,608,027 |
|
1,605,505 |
Non-current |
4,758,282 |
|
3,835,231 |
|
4,819,877 |
|
3,895,732 |
| (1) | Refers to the remaining balances
from 2020 to 2024 which, according to the decisions of the Federal Regional Court of the First Region, the liability is suspended. The
amount is classified as a non-current liability. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| 18. | DIVIDENDS AND INTEREST ON EQUITY (IOE) |
| a) | Interest on equity receivable from Terra Networks |
|
|
Company |
|
|
2024 |
|
2023 |
Balance at the beginning of the year |
|
2,503 |
|
15,422 |
Balance on March, 31 |
|
2,503 |
|
15,422 |
Supplementary dividends from the last year |
|
|
|
47,124 |
Dividends receipt |
|
|
|
(39,546) |
Capital increase in subsidiary - Terra Networks |
|
|
|
(23,000) |
JSCP and dividends receivable (IoTCo, AIX and ACT) |
|
|
|
2,503 |
Balance at the end of the year |
|
|
|
2,503 |
The consolidated information shows
the amount of R$51 receivable from AIX and ACT.
For the purposes of the statement
of cash flow, interest on equity and dividends received from the subsidiary are classified as “Investing Activities“.
b)
Dividends and interest on equity payable
|
|
Consolidated |
|
|
03.31.2024 |
|
12.31.2023 |
Telefónica |
|
811,122 |
|
713,232 |
Telefónica Latinoamérica Holding |
|
778,526 |
|
684,570 |
Telefónica Chile |
|
1,197 |
|
1,053 |
Telefónica IoT & Big Data Tech |
|
2,453 |
|
2,453 |
Non-controlling shareholders |
|
909,422 |
|
846,576 |
Total |
|
2,502,720 |
|
2,247,884 |
|
|
Consolidated |
|
|
2024 |
|
2023 |
Balance at the beginning of the year |
|
2,247,884 |
|
3,187,417 |
Interim interest on equity (net of IRRF) and dividends |
|
255,000 |
|
336,600 |
Payment of dividends and interest on equity |
|
(164) |
|
(1,316) |
IRRF on shareholders exempt/immune from interest on equity |
|
— |
|
1,343 |
Balance on September 30 |
|
2,502,720 |
|
3,524,044 |
Supplementary dividends from the previous year |
|
|
|
826,731 |
Unclaimed dividends and interest on equity |
|
|
|
1,863,953 |
Unclaimed dividends and interest on equity |
|
|
|
(139,766) |
Payment of dividends and interest on equity |
|
|
|
(3,831,296) |
IRRF on shareholders exempt/immune from interest on equity |
|
|
|
4,218 |
Balance at the end of the year |
|
|
|
2,247,884 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
For the purposes of the statement
of cash flow, interest on equity and dividends paid to shareholders are recognized in “Financing Activities“.
| 19. | PROVISION AND CONTINGENCIES |
The Company and its subsidiaries are
party to administrative and judicial proceedings and labor, tax, regulatory and civil claims filed at different court levels. Management
of the Company and its subsidiaries, under the advice of its legal counsel, recognized provision for proceedings for which an unfavorable
outcome is considered probable.
Below, we present the tables with
the composition and movement of provision, the unfavorable outcome of which is considered probable, in addition to contingent liabilities,
provision for dismantling, amounts to be refunded to customers and provision for fines for cancellation of lease contracts.
|
Company |
|
Provision for legal demands(1) |
|
|
|
|
|
|
|
|
|
Tax |
|
Regulatory |
|
Civil |
|
Labor |
|
Contingent liabilities (PPA)(2) |
|
Provision for fines for canceling lease agreements(3) |
|
Provision for decommissioning(4) |
|
Amounts to be refunded to customers(5) |
|
Total |
Balance on December 31, 2022 |
2,389,825 |
|
1,869,035 |
|
1,187,314 |
|
517,577 |
|
492,837 |
|
— |
|
395,902 |
|
599,605 |
|
7,452,095 |
Merger - Garliava |
— |
|
— |
|
3 |
|
— |
|
456,379 |
|
454,857 |
|
53,512 |
|
2,277 |
|
967,028 |
Additions (reversal), net (Note 26) |
608 |
|
13,679 |
|
78,010 |
|
78,589 |
|
(15,944) |
|
— |
|
— |
|
— |
|
154,942 |
Other additions (reversal) |
— |
|
— |
|
(105) |
|
— |
|
— |
|
— |
|
379 |
|
— |
|
274 |
Write-offs due to payment |
(1,904) |
|
(36,524) |
|
(151,020) |
|
(56,461) |
|
— |
|
(9,324) |
|
— |
|
(496,376) |
|
(751,609) |
Interest accruals (Note 27) |
26,006 |
|
37,238 |
|
90,907 |
|
35,167 |
|
18,363 |
|
— |
|
(975) |
|
— |
|
206,706 |
Balance on March 31, 2023 |
2,414,535 |
|
1,883,428 |
|
1,205,109 |
|
574,872 |
|
951,635 |
|
445,533 |
|
448,818 |
|
105,506 |
|
8,029,436 |
Additions (reversal), net |
80,856 |
|
(78,131) |
|
223,875 |
|
289,577 |
|
(11,242) |
|
(260,198) |
|
(66,543) |
|
— |
|
178,194 |
Other additions |
— |
|
— |
|
(585) |
|
— |
|
— |
|
— |
|
8,592 |
|
— |
|
8,007 |
Write-offs due to payment |
(16,864) |
|
(129,705) |
|
(340,565) |
|
(313,147) |
|
— |
|
(144,342) |
|
— |
|
(8,905) |
|
(953,528) |
Interest accruals |
172,582 |
|
85,274 |
|
135,101 |
|
128,166 |
|
50,641 |
|
— |
|
16,379 |
|
— |
|
588,143 |
Balance on December 31, 2023 |
2,651,109 |
|
1,760,866 |
|
1,222,935 |
|
679,468 |
|
991,034 |
|
40,993 |
|
407,246 |
|
96,601 |
|
7,850,252 |
Additions (reversal), net (Note 26) |
21,079 |
|
(7,217) |
|
68,977 |
|
89,638 |
|
(3,526) |
|
— |
|
(697) |
|
— |
|
168,254 |
Other additions (reversal) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,611 |
|
— |
|
1,611 |
Write-offs due to payment |
(9,373) |
|
(81) |
|
(64,929) |
|
(76,794) |
|
— |
|
(422) |
|
— |
|
(118) |
|
(151,717) |
Interest accruals (Note 27) |
76,705 |
|
58,167 |
|
71,304 |
|
45,214 |
|
14,728 |
|
— |
|
(1,084) |
|
— |
|
265,034 |
Balance on March 31, 2024 |
2,739,520 |
|
1,811,735 |
|
1,298,287 |
|
737,526 |
|
1,002,236 |
|
40,571 |
|
407,076 |
|
96,483 |
|
8,133,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
15,034 |
|
32,363 |
|
333,347 |
|
378,376 |
|
— |
|
40,993 |
|
222 |
|
96,601 |
|
896,936 |
Non-current |
2,636,075 |
|
1,728,503 |
|
889,588 |
|
301,092 |
|
991,034 |
|
— |
|
407,024 |
|
— |
|
6,953,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
15,242 |
|
52,504 |
|
396,956 |
|
468,767 |
|
— |
|
40,571 |
|
— |
|
96,483 |
|
1,070,523 |
Non-current |
2,724,278 |
|
1,759,231 |
|
901,331 |
|
268,759 |
|
1,002,236 |
|
— |
|
407,076 |
|
— |
|
7,062,911 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
Consolidated |
|
Provision for legal demands(1) |
|
|
|
|
|
|
|
|
|
Tax |
|
Regulatory |
|
Civil |
|
Labor |
|
Contingent liabilities (PPA)(2) |
|
Provision for fines for canceling lease agreements(3) |
|
Provision for decommissioning(4) |
|
Amounts to be refunded to customers(5) |
|
Total |
Balance on December 31, 2022 |
2,483,427 |
|
1,869,035 |
|
1,192,900 |
|
540,190 |
|
978,072 |
|
482,620 |
|
462,705 |
|
601,882 |
|
8,610,831 |
Additions (reversal), net (Note 26) |
2,967 |
|
13,679 |
|
78,207 |
|
78,127 |
|
(15,944) |
|
— |
|
(13,292) |
|
— |
|
143,744 |
Other additions |
— |
|
— |
|
(105) |
|
— |
|
— |
|
— |
|
379 |
|
— |
|
274 |
Write-offs due to payment |
(1,904) |
|
(36,524) |
|
(151,980) |
|
(59,878) |
|
— |
|
(37,086) |
|
— |
|
(496,376) |
|
(783,748) |
Business combination – Vale Saúde Sempre |
— |
|
— |
|
— |
|
— |
|
2,357 |
|
— |
|
— |
|
— |
|
2,357 |
Interest accruals (Note 27) |
27,359 |
|
37,238 |
|
90,433 |
|
35,007 |
|
19,565 |
|
— |
|
(975) |
|
— |
|
208,627 |
Balance on March 31, 2023 |
2,511,849 |
|
1,883,428 |
|
1,209,455 |
|
593,446 |
|
984,050 |
|
445,534 |
|
448,817 |
|
105,506 |
|
8,182,085 |
Additions (reversal), net |
80,858 |
|
(78,131) |
|
224,493 |
|
288,729 |
|
(11,242) |
|
(260,198) |
|
(66,544) |
|
— |
|
177,965 |
Other additions |
— |
|
— |
|
(585) |
|
— |
|
— |
|
— |
|
8,592 |
|
— |
|
8,007 |
Write-offs due to payment |
(16,866) |
|
(129,705) |
|
(341,848) |
|
(317,261) |
|
— |
|
(144,343) |
|
— |
|
(8,905) |
|
(958,928) |
Business combination – Vita IT |
— |
|
— |
|
— |
|
— |
|
(18,227) |
|
— |
|
— |
|
— |
|
(18,227) |
Business combination – Vale Saúde Sempre |
1,063 |
|
— |
|
— |
|
936 |
|
(1,470) |
|
— |
|
— |
|
— |
|
529 |
Interest accruals |
176,419 |
|
85,274 |
|
135,480 |
|
127,862 |
|
49,790 |
|
— |
|
16,381 |
|
— |
|
591,206 |
Balance on December 31, 2023 |
2,753,323 |
|
1,760,866 |
|
1,226,995 |
|
693,712 |
|
1,002,901 |
|
40,993 |
|
407,246 |
|
96,601 |
|
7,982,637 |
Additions (reversal), net (Note 26) |
21,104 |
|
(7,217) |
|
69,384 |
|
90,151 |
|
(3,526) |
|
— |
|
(697) |
|
— |
|
169,199 |
Other additions (reversal) |
— |
|
— |
|
— |
|
3 |
|
(410) |
|
— |
|
1,611 |
|
— |
|
1,204 |
Write-offs due to payment |
(9,414) |
|
(81) |
|
(65,257) |
|
(76,820) |
|
— |
|
(422) |
|
— |
|
(118) |
|
(152,112) |
Interest accruals (Note 27) |
77,810 |
|
58,167 |
|
71,783 |
|
45,573 |
|
15,184 |
|
— |
|
(1,084) |
|
— |
|
267,433 |
Balance on March 31, 2024 |
2,842,823 |
|
1,811,735 |
|
1,302,905 |
|
752,619 |
|
1,014,149 |
|
40,571 |
|
407,076 |
|
96,483 |
|
8,268,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
15,034 |
|
32,363 |
|
334,152 |
|
381,606 |
|
— |
|
40,993 |
|
222 |
|
96,601 |
|
900,971 |
Non-current |
2,738,289 |
|
1,728,503 |
|
892,843 |
|
312,106 |
|
1,002,901 |
|
— |
|
407,024 |
|
— |
|
7,081,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
15,242 |
|
52,504 |
|
398,206 |
|
472,880 |
|
— |
|
40,571 |
|
— |
|
96,483 |
|
1,075,886 |
Non-current |
2,827,581 |
|
1,759,231 |
|
904,699 |
|
279,739 |
|
1,014,149 |
|
— |
|
407,076 |
|
— |
|
7,192,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | Provision for legal demands:
The Company and its subsidiaries are parts to administrative; labor, tax, civil and regulatory claims, and accounting provision amounts
have been recorded in respect of claims whose likelihood of loss was classified as probable. The assessment of the likelihood of loss
includes an analysis of available evidence, the hierarchy of laws, available case law, the latest court decisions law and their relevance
in the legal system, as well as the opinion of outside legal counsel. Provision is reviewed and adjusted considering changes in existing
circumstances, such as the applicable statute of limitations, tax audit conclusions, or additional exposures identified based on new matters
or court decisions. |
| (2) | Contingent consideration (PPA):
Refers to the amounts of contingent liabilities arising from the PPA generated in the acquisition of control of VivoPart. in 2011, GVTPart.
in 2015, Garliava and Vita IT in 2022), and VSS (2023), related to civil, labor and tax lawsuits at their fair value in the business combination. |
| (3) | Provision for fines for canceling
lease agreements: Refers to the provision for fines for canceling lease agreements arising from Garliava, resulting from the sale
or shutdown of sites. |
| (4) | Provision for decommissioning
of assets: Refers to costs to be incurred due to returning sites to owners (locations intended for tower and equipment installation
on leased property) in the same condition as these were found at the time of execution of the initial lease agreement. |
These costs are provisioned as the present
value from amounts expected to settle the obligation using estimated cash flows and they are recognized as part of the cost of the corresponding
asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to decommissioning of assets. The financial
effect of the discount is recorded as incurred and recognized in the statement of income as a finance cost. The estimated future costs
of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied
are added to, or deducted from, the cost of the asset.
| (5) | Amounts to be refunded to customers
(Supplementary Law No. 194/2022): On July 23, 2022, Complementary Law No. 194, was enacted, which deals with the incidence of taxes
on various sectors considered by the respective Law as essential and indispensable goods and services, leading to a reduction in the tax
rate ICMS on communications services and the respective refund of these amounts to customers. The accounting of these amounts to be refunded
to customers was carried out in the second half of 2022, in return for discounts granted and returns. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
b)
Tax provision and contingencies
|
|
Company |
|
Consolidated |
Nature/Degree of Risk |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Provision |
|
2,739,520 |
|
2,651,109 |
|
2,842,823 |
|
2,753,323 |
Federal |
|
704,607 |
|
694,782 |
|
807,910 |
|
796,996 |
State |
|
1,401,087 |
|
1,329,319 |
|
1,401,087 |
|
1,329,319 |
Municipal |
|
49,619 |
|
48,917 |
|
49,619 |
|
48,917 |
FUST |
|
584,207 |
|
578,091 |
|
584,207 |
|
578,091 |
Possible contingencies |
|
36,973,677 |
|
36,796,698 |
|
37,291,556 |
|
36,963,009 |
Federal |
|
3,562,996 |
|
3,512,272 |
|
3,585,404 |
|
3,534,240 |
State |
|
23,292,732 |
|
23,128,716 |
|
23,294,490 |
|
23,130,420 |
Municipal |
|
519,766 |
|
513,084 |
|
790,464 |
|
633,097 |
FUST, FUNTTEL and FISTEL |
|
9,598,183 |
|
9,642,626 |
|
9,621,198 |
|
9,665,252 |
Management, under advice of legal
counsel, believes that the following losses present a probable risk of loss for the federal, state, municipal and regulatory (FUST) tax
proceedings:
Federal taxes
The Company and/or its subsidiaries
are party to administrative and legal proceedings at the Federal level relating to: (i) claims for the non-ratification of compensation
and refund requests formulated; (ii) IRRF and CIDE on remittances abroad related to technical and administrative assistance and similar
services, as well as royalties; (iii) Social Investment Fund (Finsocial) offset amounts; (iv) additional charges to the PIS and
COFINS tax base, as well as additional charges to COFINS required by Law No. 9,718/1998; (v) ex-tariff, cancellation of the benefits under
CAMEX Resolution No. 6, increase in the import duty from 4% to 28%; and (vi) INSS on one third on vacation pay.
State taxes
The Company and/or its subsidiaries
are party to administrative and judicial proceedings at the State level for ICMS, regarding: (i) disallowance credits; (ii) non-taxation
of alleged telecommunications services; (iii) tax credit for challenges/disputes over telecommunication services not provided or wrongly
charged (Agreement 39/01); (iv) rate differential; (v) leasing of infrastructure for internet services (data); (vi) outflows of goods
with prices lower than those of acquisition; (vii) non-taxation discounts to customers; (viii) unmeasured services; (ix) CIAP credit;
and (x) monthly subscription, not covered by the modulation of the effects resulting from the judgment of the STF.
Municipal
taxes
The Company and/or its subsidiaries
are party to Municipal tax proceedings, at the judicial level, relating to: (i) Property tax (“IPTU“); (ii) Services tax (“ISS“)
on equipment leasing services, non-core activities and supplementary activities and withholding of ISS on contractors' services.
The Company and/or its subsidiaries
have judicial proceedings related to the non-inclusion of interconnection expenses and industrial exploitation of a dedicated line in
the calculation basis of FUST.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
b.2) Possible risk of loss –
tax contingencies
Management, under advice of legal
counsel, believes that the risk of loss for the following federal, state, municipal and regulatory (FUST, FUNTTEL and FISTEL) is possible:
Federal taxes
The Company and/or its subsidiaries
are party to administrative and judicial proceedings, at the Federal level, which are awaiting decision at different court levels.
The more significant of these proceedings
are: (i) contested non approval of requests for compensation submitted by the Company; (ii) INSS (a) SAT, social security amounts owed
to third parties (INCRA and SEBRAE); (b) meals for employees, withholding of 11% (assignment of workforce); and (c) Stock Options –
requirement of social security contributions on amounts paid to employees under the stock option plan; (iii) deduction of COFINS on swap
operation losses; (iv) PIS and COFINS: (a) accrual basis versus cash basis; (b) levies on value-added services; and (c) monthly subscription
services; (v) IPI levied on shipment of fixed access units from the Company's establishment; (vi) Financial transaction tax (IOF) –
on loan transactions, intercompany loans and credit transactions; and (vii) IRRF on capital gain on the sale of the GVT Group to the Company.
State taxes
The Company and/or its subsidiaries
are party to administrative and judicial proceedings, at the State level, related to ICMS, which are awaiting decision at different court
levels: (i) rental of movable property; (ii) reversal of previously unused credits; (iii) service provided outside São Paulo State
paid to São Paulo State; (iv) co-billing; (v) tax substitution with a fictitious tax base (tax guideline); (vi) use of credits
on acquisition of electric power; (vii) secondary activities, value added and supplementary services; (viii) tax credits related to claims/challenges
regarding telecommunications services not provided or mistakenly charged (Agreement 39/01); (ix) deferred collection of interconnection
(“DETRAF“ – Traffic and Service Provision Document); (x) credits derived from tax benefits granted by other
states; (xi) disallowance of tax incentives related to cultural projects; (xii) transfers of assets among business units owned by
the Company; (xiii) communications service tax credits used in provision of services of the same nature; (xiv) card donation for prepaid
service activation; (xv) reversal of credit from return and free lease in connection with assignment of networks (used by the Company
itself and exemption of public bodies); (xvi) CDR/DETRAF fine; (xvii) own consumption; (xviii) exemption of public bodies; (xix) discounts
granted; and (xx) monthly subscription with discussion about minutes allowance.
Municipal
taxes
The Company and/or its subsidiaries
are party to administrative and judicial proceedings, at the Municipal level, which are awaiting decision at different court levels.
The more significant of these proceedings
are: (i) ISS on: (a) non-core activity, value-added and supplementary services; (b) withholding at source; (c) call identification and
mobile phone licensing services; (d) full-time services, provision, returns and cancelled tax receipts; (e) data processing and antivirus;
(f) charge for use of mobile network and lease of infrastructure; (g) advertising services; and (h) services provided by third parties;
(ii) IPTU; (iii) land use tax; and (iv) various municipal charges.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
FUST, FUNTTEL
and FISTEL
Universal
Telecommunications Services Fund (“FUST“)
Writs of mandamus were filed seeking
the right to exclude revenues from interconnection and Industrial Use of Dedicated Line (“EILD“) in the FUST tax base, according
to Abridgment No. 7 of December 15, 2005, as it does not comply with the provisions contained in the sole paragraph of Article 6 of Law
No. 9,998/2000, which are awaiting a decision from Higher Courts.
Various administrative and judicial
charges by ANATEL in administrative scope for the constitution of the tax credit related to interconnection, EILD and other revenues that
do not originate from the provision of telecommunication services.
On
March 31, 2024 and December 31, 2023, the consolidated amount totaled R$5,649,034 and R$5,575,026,
respectively.
Fund
for Technological Development of Telecommunications (“FUNTTEL“)
Proceedings
have been filed for the right not to include interconnection revenues and any others arising from the use of resources that are party
of the networks in the FUNTTEL calculation basis, as determined by Law 10,052/2000 and Decree No. 3,737/2001, thus avoiding improper application
of Article 4, paragraph 5, of Resolution 95/2013.
There
are several notifications of charges from the Ministry of Communications in administrative actions for constitution of the tax credit
related to the interconnection, network resources and other revenues that do not originate from the provision of telecommunication services.
On
March 31, 2024 and December 31, 2023, the consolidated amount totaled R$1,950,061 and R$1,828,910,
respectively.
Telecommunications
Inspection Fund (“FISTEL“)
There
are judicial actions for the collection of TFI on: (i) extensions of the term of validity of the licenses for use of telephone exchanges
associated with the operation of the fixed switched telephone service; and (ii) extensions of the period of validity of the right to use
radiofrequency associated with the operation of the telephone service personal mobile service.
On
March 31, 2024 and December 31, 2023, the consolidated amount totaled R$2,022,103 and R$2,261,316,
respectively.
c)
Regulatory provision and contingencies
|
|
Company / Consolidated |
Nature/Degree of Risk |
|
03.31.2024 |
|
12.31.2023 |
Provision |
|
1,811,735 |
|
1,760,866 |
Possible contingencies |
|
7,024,296 |
|
6,765,178 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Management, under advice of legal
counsel, believes the likelihood of loss of the following regulatory proceedings is probable:
The
Company is a party to administrative proceedings initiated mainly by ANATEL, which were initiated on the grounds of alleged non-compliance
with obligations established in sectoral regulations, as well as in legal proceedings that discuss, in the vast majority, sanctions applied
by ANATEL at the administrative level. The main themes of these processes are the obligation to pay the burden of the mobile service (payment,
every two years, referring to the right to use radio frequencies applicable to the SMP), the Company's obligations related to non-compliance
with the rights of service consumers of telecommunications, compliance with quality indicators and compliance with coverage targets set
out in the auction notice for acquiring the right to use spectrum.
A
dispute arose as to which revenues should be considered for the payment of amounts due for the renewal of radio frequencies in relation
to the payment of SMP charges. The Company, together with its legal advisors, concluded that a probable loss of R$737,894 million is estimated
on the payment of the SMP burden in relation to data revenue, due to the existence of unfavorable decisions at ANATEL in 2021 and in the
courts with an unlikely prognosis of review, as the Company decided to begin collecting such amounts in favor of ANATEL, as of the 2022
collection.
| c.2) | Possible risk of losses – regulatory contingencies |
Management, under advice of legal
counsel, believes the likelihood of loss of the following regulatory proceedings is possible:
The Company is a party to administrative
proceedings filed by ANATEL (other agents, including other operators, also have claims against the Company) alleging non-compliance with
the obligations set forth in industry regulations, as well as legal claims which discuss the mostly sanctions applied by ANATEL at the
administrative level.
Significant cases with possible risks
of loss in the regulatory contingency portfolio include:
| • | Litigation regarding the revenues
to be included in the calculation of the amount of encumbrance due to the extension of radio frequencies associated with the SMP and the
STFC concession (except for SMP data revenues, as informed in item c.1, of this Note). In ANATEL's view, the calculation of the encumbrance
should be based on 2% on the entire economic benefit arising from the provision of STFC/SMP service. In the Company's view, however, revenues
that are not part of STFC/SMP service plans, such as interconnection, revenues earned in the 15th year of the licenses' validity, and
others, should not be considered in the calculation of the burden. As a result of this divergence of understanding, the Company filed
administrative and legal actions to challenge ANATEL's charges. |
| • | In May 2018, the Company filed
a lawsuit to annul the ANATEL final decision, of March of the same year, in the records of the Procedure for Determining Noncompliance
with Obligations (“PADO“) for alleged violations of the fixed telephony regulation. The principal amount of the fine imposed
by ANATEL, and object of the lawsuit, totals R$199,075. On March 31, 2024 and December
31, 2023, the amount including interest and indexation accruals totaled approximately R$596,197
and R$586,512, respectively. The Company believes that the fine imposed is not legal and not due based, fundamentally, on the following
defense arguments: (i) ANATEL's error in determining the universe of users considered in the fine (the number of users affected is less
than that considered by the ANATEL); and (ii) the calculation of the penalty is disproportionate and baseless. The process was sent for
analysis and decision by the CADE Court; the MPF has yet to issue its opinion. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| • | The Company's legal process to
annul CADE's decision, which understood that the operators (Claro, Oi Móvel and the Company) practiced anti-competitive conduct
when composing the Consórcio Rede Correios to compete in electronic auction nº 144/2015, carried out by Empresa Brasileira
de Correios and Telegraphs; as well as that there was alleged price discrimination, on the part of the Company, in relation to services
offered to the company BT Brasil Serviços de Telecomunicações Ltda (“BT”), imposing a fine of R$28,394.
Such action aims to seek annulment of the aforementioned sanction, based especially on (i) the absence of illegality in the formation
of a consortium to participate in public bidding; (ii) lack of typicality and impossibility of sanctioning by analogy and; (iii) lack
of clear criteria for calculating the sanction and lack of reasonableness. The case is in the first instance awaiting ruling. |
| • | Process initiated by ANATEL to
determine possible measures regarding the possible transfer of gains resulting from the STF decision, which excluded ICMS from the PIS/COFINS
calculation basis between 2002 and 2017 in the concession plans. In this process, the Attorney General's Office and the technical area
of ANATEL understand that such gains do not result from business efficiency, but rather from a change in the tax order.
The return proposal suggested by ANATEL would be through a tariff review for basic plans and the construction of high-capacity backhaul
infrastructure for alternative plans, totaling approximately R$1 billion, which was increased by ANATEL to R$1.4 billion from the judgment
by ANATEL's Board of Directors in December 2023, which we assessed as a possible chance of loss. This amount is part of the balance of
the concession negotiations, especially in Process No. 036.366/2023-4 in progress at the TCU before the Secretariat for External Control
of Consensual Resolution and Conflict Prevention (SecexConsenso) and Process No. 53500.013207/2023-74 before ANATEL. In the event that
negotiations do not prosper, the case may be challenged through arbitration proceedings. The process had a suspensive effect pending judgment
of the request for reconsideration by the ANATEL Board of Directors. |
| • | Procedure for the Determination
of Noncompliance with Obligations ("PADO"), which deals with coverage targets with an applied fine of R$127 million, could be
converted into an obligation to do, which consists of an alternative means of complying with the sanction of the fine, for investment
in installation of 4G radio base station in 188 locations without this technology. Installation should take place within two and a half
years, with maintenance costs equivalent to the period of one year. Installation cannot result from ran sharing agreements, swaps, network
rentals, industrial exploitation contracts, or other contractual means. After adherence and confirmation of consent by ANATEL, compliance
within the specified period will be monitored. |
| • | The Company is a party to lawsuits
that discuss annulling contractual clauses and obligations to do and not to do linked to the suspension of services, non-increase in tariffs,
repairs and maintenance of poles, which do not involve a determined financial value and, at the current stage in found are invaluable.
These processes are awaiting judgment in the courts. |
d)
Civil provision civil contingencies
|
|
Company |
|
Consolidated |
Nature/Degree of Risk |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Provision |
|
1,298,287 |
|
1,222,935 |
|
1,302,905 |
|
1,226,995 |
Possible contingencies |
|
2,104,787 |
|
2,118,682 |
|
2,113,840 |
|
2,126,718 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Management, under advice of legal
counsel, believes that the following civil proceedings will result in probable losses:
| • | The Company is a party to proceedings
involving rights to the supplementary amounts from shares calculated on community telephony plants
and network expansion plans since 1996 (supplement of share proceedings). These proceedings are at different stages: lower courts, court
of justice and high court of justice. On March 31, 2024 and December 31, 2023, the provision
was R$167,548 and R$157,960, respectively. |
| • | The Company
and/or its subsidiaries are party to various civil proceedings related to individual consumerist nature level, relating to the non-provision
of services and/or products sold. On March 31, 2024 and December
31, 2023, the provision was R$326,441 and R$304,454, respectively. |
| • | The Company
and/or its subsidiaries are party to various civil proceedings of a collective consumerist and non-consumer nature at administrative and
judicial levels, all arising in the ordinary course of business. On March 31, 2024 and December
31, 2023, the provision was R$808,916 and R$764,581, respectively. |
| d.2) | Possible losses – civil contingencies |
Management, under advice of legal
counsel, believes that the risk of losses is possible for the following civil proceedings:
| • | The Company and its subsidiaries
are party to other civil claims, at several levels, related to service rendering rights. Such claims have been filed by individual consumers,
civil associations representing consumer rights of consumers or by the Consumer Protection (“PROCON“), as well as by the Federal
and State Public Prosecutor's Office. The Company is also party to other claims of several types related to the ordinary course of business. |
| • | Intellectual Property: Lune Projetos
Especiais Telecomunicação Comércio e Ind. Ltda. (“Lune“), a Brazilian company, filed lawsuits on November
20, 2001, against 23 wireless carriers claiming to own the patent for “Bina“, a caller ID. The purpose of the lawsuit was
to interrupt provision of such service by carriers and to seek indemnification equivalent to the amount paid by consumers for using the
service. |
An unfavorable decision was handed down
determining that the Company should refrain from selling mobile phones with the Bina ID service, subject to a daily fine of R$10,000.00
(Ten thousand reais) in the event of non-compliance. Furthermore, according to that decision, the Company must pay indemnification for
royalties, to be calculated on settlement. Motions for Clarification were proposed by all parties and Lune's motions for clarification
were accepted since an injunctive relief in this stage of the proceedings was deemed applicable. A bill of review appeal was filed in
view of the current decision which granted a stay of execution suspending the unfavorable decision until final judgment. A bill of review
was filed in view of the sentence handed down on June 30, 2016, by the 4th Chamber of the Court of Justice of the Federal District, in
order to annul the lower court sentence and remit the proceedings back to the lower court for a new examination. The expertise was carried
out and then the claims were dismissed. The parties filed an appeal. On February 1, 2023, the Court of Justice of the Federal District
and Territories (“TJDFT”) judged the appeals filed and, unanimously, dismissed them, upholding the sentence of inadmissibility.
Subsequently, a Special Appeal was filed by Lune. We present counterarguments and await judgment. Management is unable to reasonably estimate
a liability with respect to this claim currently.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| • | The Company, together with other
operators that provide telecommunications services, is a defendant in discussions that contest the practice that operators adopt of imposing
a limited period for the use of prepaid minutes. That is, the plaintiff alleges that the minutes of the prepaid package must not expire
after the end of a specific period, and that they can be used at any time by the consumer. The request of the Federal Public Ministry
was not accepted, and the processes are awaiting judgment of appeal by the Federal Regional Court (“TRF“) of the 1st Region. |
e)
Labor provision and contingencies
|
|
Company |
|
Consolidated |
Nature/Degree of Risk |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Provision |
|
737,526 |
|
679,468 |
|
752,619 |
|
693,712 |
Possible contingencies |
|
1,555,901 |
|
1,572,790 |
|
1,572,454 |
|
1,587,544 |
The labor provision and contingencies
involve several labor claims of former employees and former outsourced employees (those claiming subsidiary obligor or joint liability),
which claim, among others: differences in overtime pay, variable remuneration, salary parity, additional unhealthy or dangerous practices.
| 20. | FINANCING, DEBENTURES AND LEASE |
On
March 31, 2024, the contractual conditions of loans, financing, debentures and leases are the same as in explanatory note 21) Loans,
Financing, Debentures, Leases and Other Creditors, disclosed in the financial statements for the fiscal year ended December 31, 2023.
a)
Balance
|
|
Consolidated |
|
|
03.31.2024 |
|
12.31.2023 |
|
|
Current |
|
Non-current |
|
Total |
|
Current |
|
Non-current |
|
Total |
Leases (a.1) |
|
3,948,373 |
|
9,511,567 |
|
13,459,940 |
|
3,877,090 |
|
9,718,949 |
|
13,596,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures (7th issue) (a.2) |
|
87,014 |
|
3,500,000 |
|
3,587,014 |
|
221,589 |
|
3,500,000 |
|
3,721,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing |
|
378,335 |
|
1,100,236 |
|
1,478,571 |
|
376,981 |
|
1,042,618 |
|
1,419,599 |
5G Licences |
|
351,298 |
|
974,317 |
|
1,325,615 |
|
351,291 |
|
949,395 |
|
1,300,686 |
Liabilities for the acquisition of a company (a.3) |
|
27,037 |
|
63,894 |
|
90,931 |
|
25,690 |
|
63,198 |
|
88,888 |
Other creditors (a.4) |
|
— |
|
62,025 |
|
62,025 |
|
— |
|
30,025 |
|
30,025 |
Total |
|
4,413,722 |
|
14,111,803 |
|
18,525,525 |
|
4,475,660 |
|
14,261,567 |
|
18,737,227 |
The Company and its subsidiaries have
contracts classified as leases in tenant status, referring to: (i) rental of structures (towers and rooftops), resulting from sale and
leaseback operations; (ii) rental of sites built in the Built to Suit (“BTS”) modality for the installation of antennas and
other equipment and transmission means; (iii) rental of computer equipment; and (iv) rental of infrastructure and transmission means;
offices, shops and commercial properties.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The consolidated annual weighted
average rates of the lease contracts were 11.88% and 12.79%, with average maturity terms of 5.36 years and 5.38 years on March 31, 2024
and December 31, 2023, respectively).
The balances of the lease payables are as follows:
|
|
Consolidated |
|
|
03.31.2024 |
|
12.31.2023 |
Nominal value payable |
|
18,013,969 |
|
18,075,084 |
Unrealized financial expenses |
|
(4,554,029) |
|
(4,479,045) |
Present value payable |
|
13,459,940 |
|
13,596,039 |
|
|
|
|
|
Current |
|
3,948,373 |
|
3,877,090 |
Non-current |
|
9,511,567 |
|
9,718,949 |
On July 14, 2022, the Company completed
the payment of the 7th issue of simple debentures, not convertible into shares, of the unsecured type, in 2 series. 3,500,000 debentures
were issued with a nominal unit value of R$1,000.00 (one thousand reais), with a total nominal value of R$3,500,000 and the settlement
of the respective public offering was concluded with restricted efforts, being: (i) 1st series, with a nominal value of R$1,500,000, pays
CDI + 1.12% p.a. Interest will be paid in semi-annual installments from January 12, 2023 and the principal will be paid upon maturity
on July 12, 2025; and (ii) 2nd series, with a nominal value of R$2,000,000, pays CDI + 1.35% p.a. Interest will be paid in semi-annual
installments from January 12, 2023 and the principal will be paid on July 12, 2027.
The debentures have a sustainability
component (Debentures linked to Environmental, Social and Corporate Governance (“ASG”) performance), which allows them to
be classified as “Sustainability-linked”, under the terms required by the International Capital Market Association in the
Sustainability-Linked Bond Principles, June 2020 version.
The debentures are subject to early
maturity events, standard for this type of offer, as set out in clause 6.30 of “Early Maturity” of the Deed of Issuance (“Deed”),
automatically or not, such as: (i) non-compliance , by the Company, of any pecuniary or non-pecuniary obligation relating to the debentures
and/or provided for in the Deed, not resolved within the deadlines provided for in the Deed; (ii) liquidation, dissolution or extinction
of the Company in the manner provided for in the Deed; (iii) spin-off, merger, incorporation, incorporation of shares or any form of corporate
reorganization involving the Company, as provided for in the Deed; (iv) early maturity of any debts and/or financial obligations of the
Company within the scope of the financial market and capital market operations, local or international, under the terms set out in the
Deed; (v) make the distribution and/or payment of dividends, interest on equity or make any other payments to its shareholders, if the
Company is in default with any of its pecuniary obligations relating to the debentures; and (vi) transfer, by the Company, by any means,
assignment or promise of assignment to third parties, of the rights and obligations acquired or assumed in the documents relating to the
debentures.
Failure to comply with or fulfill
any of these covenants could result in default under the debenture indenture, which would have a material adverse effect on the Company's
financial condition. These clauses are strictly monitored by the Company, aiming to ensure compliance with contractual obligations and
guarantee the continuity of the debenture and maintenance of the Company's financial situation.
On March 31, 2024 and December 31,
2023, all applicable covenants were complied with by the Company.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| a.3) | Liabilities for the acquisition of companies |
a.3.1) Acquisition of
Vita IT by TIS
The value of the total consideration
transferred for the acquisition in 2022 of Vita IT by TIS, an indirect subsidiary of the Company, was R$110,220. Of this amount, R$42,000
was paid in cash at the time of completion of the transaction, R$8,992 was paid during the year ended December
31, 2023 and the remainder will be paid according to contractual clauses, which are being updated by the IPCA. The balances on
March 31, 2024 and December 31, 2023 were R$64,984
and R$63,605, respectively.
a.3.2) Acquisition of
Vale Saúde Sempre by POP
The total consideration transferred
for the acquisition of Vale Saúde Sempre by POP, including the price adjustments agreed between the parties, was R$62,033. Of this
amount, R$37,029 was paid in cash at the time of completion of the Transaction, R$2,956 was paid during the year ended December
31, 2023 and the remainder will be paid, in accordance with contractual clauses, which are being updated by the variation in the
DI rate occurring between the date of the transaction and the respective payment. The balances on March
31, 2024 and December 31, 2023 were R$25,947
and R$25,283, respectively.
In 2023 and 2024, Polígono
made contributions to Vivo Money and Vivo Money I, through the subscription of senior shares, being: (i) in 2023: contributions of R$30,000
to Vivo Money; and R$25 on Vivo Money II; (ii) in 2024: contributions of R$31,367 to Vivo Money and R$633 to Vivo Money II.
These contributions mature on July
31, 2028; remuneration of 100% of the CDI, year 252 days and spread of 3.75% p.a.; and amortization of the principal from August 31, 2025.
The balances on March
31, 2024 and December 31, 2023 were R$62,025 and R$30,025, respectively.
b)
Repayment schedule (non-current)
|
|
Consolidated |
Year |
|
Leases |
|
Debentures |
|
5G Licences |
|
Liabilities for the acquisition of companies |
|
Other creditors |
|
Total |
13 to 24 months |
|
2,940,008 |
|
1,500,000 |
|
60,895 |
|
20,835 |
|
12,065 |
|
4,533,803 |
25 to 36 months |
|
2,174,719 |
|
— |
|
60,895 |
|
23,460 |
|
20,676 |
|
2,279,750 |
37 to 48 months |
|
1,584,304 |
|
2,000,000 |
|
60,895 |
|
16,354 |
|
20,671 |
|
3,682,224 |
49 to 60 months |
|
1,195,844 |
|
— |
|
60,895 |
|
1,298 |
|
8,613 |
|
1,266,650 |
From 61 months |
|
1,616,692 |
|
— |
|
730,737 |
|
1,947 |
|
— |
|
2,349,376 |
Total |
|
9,511,567 |
|
3,500,000 |
|
974,317 |
|
63,894 |
|
62,025 |
|
14,111,803 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
c)
Changes in balances
|
Consolidated |
|
Leases |
|
Debentures |
|
5G Licences |
|
Loans and financing |
|
Liabilities for the acquisition of companies |
|
Other creditors |
|
Total |
Balance on December 31, 2022 |
12,032,603 |
|
3,736,833 |
|
1,843,971 |
|
1,073,090 |
|
615,299 |
|
— |
|
19,301,796 |
Additions(1) |
376,013 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
376,013 |
Exchange variation (Note 27) |
— |
|
— |
|
— |
|
(29,164) |
|
— |
|
— |
|
(29,164) |
Financial charges / Fair value (Note 27) |
335,255 |
|
123,583 |
|
41,601 |
|
26,751 |
|
11,741 |
|
— |
|
538,931 |
Business combination – Vale Saúde Sempre |
— |
|
— |
|
— |
|
— |
|
26,007 |
|
— |
|
26,007 |
Write-offs (cancellation of contracts) |
(23,390) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(23,390) |
Write-offs (payments) – Principal |
(573,765) |
|
— |
|
— |
|
(3) |
|
(18,426) |
|
— |
|
(592,194) |
Write-offs (payments) – financial charges |
(357,396) |
|
(253,524) |
|
— |
|
— |
|
(4,973) |
|
— |
|
(615,893) |
Balance on March 31, 2023 |
11,789,320 |
|
3,606,892 |
|
1,885,572 |
|
1,070,674 |
|
629,648 |
|
— |
|
18,982,106 |
Additions(1) |
4,362,981 |
|
— |
|
— |
|
— |
|
— |
|
30,025 |
|
4,393,006 |
Exchange variation |
— |
|
— |
|
— |
|
(23,090) |
|
— |
|
— |
|
(23,090) |
Financial charges / Fair value |
1,057,315 |
|
362,938 |
|
63,962 |
|
41,766 |
|
26,329 |
|
943 |
|
1,553,253 |
Business combination – Vale Saúde Sempre |
— |
|
— |
|
— |
|
— |
|
(192) |
|
— |
|
(192) |
Dispute settlement agreement – Oi mobile UPI Acquisition – Reversion to results for the period |
— |
|
— |
|
— |
|
— |
|
(277,507) |
|
— |
|
(277,507) |
Dispute settlement agreement – Oi mobile UPI acquisition – Compensation with judicial deposits |
— |
|
— |
|
— |
|
— |
|
(277,507) |
|
— |
|
(277,507) |
Write-offs (cancellation of contracts) |
(308,437) |
|
— |
|
— |
|
— |
|
(6,271) |
|
— |
|
(314,708) |
Write-offs (payments) – Principal |
(2,181,144) |
|
— |
|
(616,936) |
|
(1,056,057) |
|
(5,612) |
|
— |
|
(3,859,749) |
Write-offs (payments) – financial charges |
(1,123,996) |
|
(248,241) |
|
(31,912) |
|
(33,293) |
|
— |
|
(943) |
|
(1,438,385) |
Balance on December 31, 2023 |
13,596,039 |
|
3,721,589 |
|
1,300,686 |
|
— |
|
88,888 |
|
30,025 |
|
18,737,227 |
Additions(1) |
510,115 |
|
— |
|
— |
|
— |
|
— |
|
32,000 |
|
542,115 |
Financial charges / Fair value (Note 27) |
403,361 |
|
103,349 |
|
24,929 |
|
— |
|
2,043 |
|
2,163 |
|
535,845 |
Write-offs (cancellation of contracts) |
(10,230) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(10,230) |
Write-offs (payments) – Principal |
(650,504) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(650,504) |
Write-offs (payments) – financial charges |
(388,841) |
|
(237,924) |
|
— |
|
— |
|
— |
|
(2,163) |
|
(628,928) |
Balance on March 31, 2024 |
13,459,940 |
|
3,587,014 |
|
1,325,615 |
|
— |
|
90,931 |
|
62,025 |
|
18,525,525 |
| (1) | The leases do not affect cash inflows. |
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Contractual Liabilities (costmers contracts)(1) |
776,440 |
|
768,806 |
|
979,673 |
|
963,407 |
Disposal of PP&E(2) |
66,842 |
|
68,699 |
|
167,188 |
|
97,414 |
Government grants |
14,524 |
|
17,123 |
|
14,524 |
|
17,124 |
Other |
7,994 |
|
7,997 |
|
7,995 |
|
8,658 |
Total |
865,800 |
|
862,625 |
|
1,169,380 |
|
1,086,603 |
|
|
|
|
|
|
|
|
Current |
727,303 |
|
738,343 |
|
1,028,960 |
|
960,078 |
Non-current |
138,497 |
|
124,282 |
|
140,420 |
|
126,525 |
| (1) | Refers to the balance of contractual
liabilities of customers, deferred when they relate to performance obligations satisfied over time. |
| (2) | Includes the net balances of the
residual values from sale of non-strategic towers and rooftops, transferred to income as the conditions for recognition are met. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
Company |
|
Consolidated |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Reduction of the Company's capital (Note 1.c.3) |
1,500,000 |
|
— |
|
1,500,000 |
|
— |
Surplus from post-employment benefit plans (Note 30) |
1,086,830 |
|
1,066,574 |
|
1,097,786 |
|
1,077,083 |
Liabilities with ANATEL(1) |
986,503 |
|
929,520 |
|
986,503 |
|
929,520 |
Third-party withholdings(2) |
224,438 |
|
195,701 |
|
238,407 |
|
205,315 |
Liabilities with related parties (Note 28) |
116,995 |
|
9,115 |
|
114,778 |
|
5,671 |
Amounts to be refunded to customers |
128,678 |
|
123,302 |
|
131,142 |
|
124,533 |
Other liabilities |
22,827 |
|
44,939 |
|
23,295 |
|
43,558 |
Total |
4,066,271 |
|
2,369,151 |
|
4,091,911 |
|
2,385,680 |
|
|
|
|
|
|
|
|
Current |
2,160,529 |
|
501,711 |
|
2,176,980 |
|
509,495 |
Non-current |
1,905,742 |
|
1,867,440 |
|
1,914,931 |
|
1,876,185 |
| (1) | Includes the cost of renewing STFC
and SMP licenses and SMP licenses and the extension of the authorization to use radio frequencies for the exploitation of SMP (Note 14.b).
|
| (2) | This refers to payroll withholdings
and taxes withheld from pay-outs of interest on equity and on provision of services. |
a)
Capital
Pursuant to its Articles of Incorporation,
the Company is authorized to increase its share capital up to 1,850,000,000 common shares without requiring it first to adjust its bylaws.
The Board of Directors is authorized to deliberate any increase and consequent issue of new shares within this limit.
Brazilian Corporation Law (Law no.
6404/1976, Article 166, item IV) – establishes that capital may be increased by an Extraordinary Shareholders' Meeting Resolution
by modifying the Articles of Incorporation, if the authorized capital increase limit has been reached.
The shareholders will have preemptive
rights to subscribe for a capital increase, in proportion to their number of shares. By resolution of the Board of Directors, the preemptive
right in the issuance of shares, convertible debentures and subscription bonus, whose placement may be made through sale on the Stock
Exchange or public subscription, exchange for shares in a public offer for acquisition may be excluded control, under the terms of articles
257 and 253 of the Corporation Law, as well as enjoy tax incentives, under the terms of special legislation, as provided for in article
172 of the Corporation Law.
As informed in Note 1.c.3), the Company's
share capital was reduced by R$1,500,000, without the cancellation of shares, keeping the number of shares and the percentage of shareholders'
participation in the Company's share capital unchanged.
The subscribed and paid-in share capital
was R$62,071,416 and R$63,571,416 on March 31, 2024 and December
31, 2023, respectively, represented by shares, all common, book-entry and with no par value, distributed as follows:
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Shareholders |
|
Number |
|
% |
Controlling Group |
|
1,244,240,476 |
|
75.29 % |
Telefónica |
|
634,398,912 |
|
38.38 % |
Telefónica Latinoamérica Holding |
|
608,905,051 |
|
36.85 % |
Telefónica Chile |
|
936,513 |
|
0.06 % |
Other shareholders |
|
408,343,528 |
|
24.71 % |
Treasury Shares |
|
4,356 |
|
— % |
Total shares |
|
1,652,588,360 |
|
100.00 % |
Treasury Shares |
|
(4,356) |
|
|
Total shares outstanding |
|
1,652,584,004 |
|
|
|
|
|
|
|
Book value per outstanding share: |
|
|
|
|
On 03/31/2024 |
|
|
|
R$ 41.55 |
On 12/31/2023 |
|
|
|
R$ 42.10 |
| b) | Company's share buyback program |
On March 4, 2024, the Company's Board
of Directors, in accordance with article no. 15, item XV of the Company's Bylaws and CVM Resolution no. 77/2022, approved a new share
buyback program issued by the Company , which aims to acquire common shares issued by the Company for maintenance in treasury, subsequent
cancellation or sale, without reducing share capital, with the purpose of increasing value for shareholders through the efficient application
of available cash resources, optimizing the allocation of the Company's capital.
The repurchase of shares will be carried
out, at the maximum quantity of 40,827,672 common shares, through the use of resources available in the statutory profit reserve, and
the result calculated in the current fiscal year may also be used, in accordance with article 8, § 1 , items I and II of CVM Resolution
No. 77/2022. The maximum amount to be used in the program is R$1 billion.
This program is effective from March
5, 2024 and ends on February 4, 2025.
During the preparation of these ITRs,
no share buybacks occurred by the Company.
c)
Capital reserves
The balance was R$63,095 on March
31, 2024 and December 31, 2023, subdivided into:
| • | Special goodwill reserve:
Refers to the tax benefit generated by the merger of Telefônica Data do Brasil Ltda. which will be capitalized in favor of the controlling
shareholder (Telefónica and TLH) after the realization of the tax credit, pursuant to CVM Instruction 319/1999. The balance of
this item on March 31, 2024 and December 31, 2023
was R$63,074. |
| • | Treasury
shares: The outstanding balance of this item was R$194 on March 31, 2024 and December
31, 2023. |
| • | Other capital
reserves: Refers to the effects of capital transactions occurring in the acquisition, disposal and incorporation of companies by the
Company and/or its subsidiaries. The balance of this item was R$215 on March 31, 2024 and
December 31, 2023. |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
d)
Income reserves
The balances of this item were R$5,905,115
and R$5,885,575 on March 31, 2024 and December 31,
2023, respectively, subdivided into:
• Legal reserve: Reserve
created mandatorily by the Company based on 5% of the net profit for the year, until reaching 20%
of the paid-in share capital. The legal reserve may only be used to increase share capital and to offset accumulated losses. The balance
of this item on March 31, 2024 and December 31, 2023 was R$3,841,022.
•
Tax incentives: The Company has tax benefits related to: (i) ICMS in the states of Minas Gerais and Espírito Santo, referring
to credits granted with the competent bodies of the aforementioned states, linked to investments in the installation of SMP support equipment,
in full functioning and operation, in accordance with current regulations, which ensure that the locations listed in the notice are included
in the SMP coverage area; and (ii) 75% reduction in the IRPJ levied on profit earned in the states in the North and Northeast regions
of the country (SUDAM and SUDENE areas). The portion of these tax benefits was excluded from the calculation of dividends and may only
be used in cases of capital increase or loss absorption. The balances of this item were R$333,121 and
R$313,581 on March 31, 2024 and December 31, 2023, respectively.
•
Reserve for Remuneration to Shareholders and Investments: Statutory reserve created by the Company under the terms of article
194 of the Brazilian Corporation Law, to which, upon Management's proposal, up to 50% of the net profit for the year will be allocated,
provided that the balance of said reserve does not exceed, in total, the corresponding 20% of the Company's share capital, in order to
ensure resources for: (i) repurchase, redemption, reimbursement or amortization of shares issued by the Company itself; (ii) distribution
of dividends to shareholders, including interim or interim dividends or in the form of interest on equity; and (iii) investments related
to the Company's activities. On April 11, 2024, the Company's EGM approved the creation of this statutory reserve, and, at the Ordinary
General Meeting (“AGM”) immediately following this EGM, the allocation of R$1,730,972 of the net profit for the year ended
December 31, 2023 to the aforementioned reserve. The balance of this item was R$1,730,972 on March
31, 2024 and December 31, 2023.
e)
Dividend and interest on equity
The amounts of interest on own capital
per share are calculated and presented net of withholding income tax (IRRF). Tax immune shareholders received interest on full equity,
without withholding income tax.
| e.1) | Interim interest on equity for 2024 |
At a meeting held on March 14, 2024,
the Company's Board of Directors approved the declaration of interest on equity, in accordance with article 26 of the Company's Bylaws,
article 9 of Law No. 9,249/1995 and CVM Resolution No. 143/2022, in the gross amount of R$300,000, equivalent to 0.18153388831 per common
share, corresponding to a net amount of income tax at source of R$255,000, equivalent to 0.15430380506 per common share, determined based
on the balance sheet of February 29, 2024.
As provided for in article 26 of the
Company's Bylaws, such interest will be attributed to the mandatory dividend for the fiscal year ending on December 31, 2024, ad referendum
of the Shareholders' AGM to be held in 2025.
Payment of these proceeds will be
made by April 30, 2025, on a date to be defined by the Company's Board of Directors, and will be credited individually to each shareholder,
subject to the shareholding position recorded in the Company's records at the end of March 28, 2024.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| e.2) | Interest on Equity and Dividends for 2023 |
At the AGM held on April 11, 2024,
the administrators' accounts were approved, and the Management Report and Financial Statements were examined, discussed and voted on,
accompanied by the Independent Auditors' Report, the Opinion of the Audit and Control Committee and the Opinion of the Fiscal Council,
referring to the fiscal year ending on December 31, 2023, as well as the proposal for the allocation of the results of the aforementioned
fiscal year 2023.
The details of the allocation of results
are the same as those disclosed in explanatory note 24) Shareholders' Equity, item d), disclosed in the financial statements for the fiscal
year ended December 31, 2023.
|
|
Dates |
|
|
|
|
|
|
Nature |
|
Approval |
|
Credit |
|
Payment limit |
|
Gross Amount |
|
Net Value |
|
Amount per Share, Net |
IOE |
|
02.15.2023 |
|
02.28.2023 |
|
10.18.2023 |
|
106,000 |
|
90,100 |
|
0.05420598981 |
IOE |
|
03.15.2023 |
|
03.31.2023 |
|
10.18.2023 |
|
290,000 |
|
246,500 |
|
0.14834705593 |
IOE |
|
05.15.2023 |
|
05.31.2023 |
|
04.23.2024 |
|
320,000 |
|
272,000 |
|
0.16386448053 |
IOE |
|
07.17.2023 |
|
07.31.2023 |
|
04.23.2024 |
|
405,000 |
|
344,250 |
|
0.20761977781 |
IOE |
|
08.15.2023 |
|
08.31.2023 |
|
04.23.2024 |
|
265,000 |
|
225,250 |
|
0.13597484254 |
IOE |
|
09.11.2023 |
|
09.22.2023 |
|
04.23.2024 |
|
200,000 |
|
170,000 |
|
0.10262252267 |
IOE |
|
10.10.2023 |
|
10.23.2023 |
|
04.23.2024 |
|
150,000 |
|
127,500 |
|
0.07698872139 |
IOE |
|
12.14.2023 |
|
12.26.2023 |
|
04.23.2024 |
|
850,000 |
|
722,500 |
|
0.43719411434 |
Total |
|
2,586,000 |
|
2,198,100 |
|
|
f)
Equity valuation adjustment
Currency translation effects for
foreign investments: This refers to currency translation differences arising from the translation of financial statements of Aliança
(joint venture).
Financial assets at fair value
through other comprehensive income: These refer to changes in fair value of financial assets available for sale.
Derivative financial instruments:
These refer to the effective part of cash flow hedges up to the balance sheet date.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The changes in equity valuation adjustments, net of gains
or losses and of taxes, when applicable, were as follows:
|
Company / Consolidated |
|
Currency translation effects – foreign investments |
|
Financial assets at fair value |
|
Derivative transactions |
|
Total |
Balance on December 31, 2022 |
61,382 |
|
(9,214) |
|
15 |
|
52,183 |
Translation losses |
(1,075) |
|
— |
|
— |
|
(1,075) |
Losses from derivatives |
— |
|
— |
|
(1,126) |
|
(1,126) |
Losses on financial assets at fair value |
— |
|
(43) |
|
— |
|
(43) |
Balance on March 31, 2023 |
60,307 |
|
(9,257) |
|
(1,111) |
|
49,939 |
Translation losses |
(3,731) |
|
— |
|
— |
|
(3,731) |
Gains from derivatives |
— |
|
— |
|
518 |
|
518 |
Losses on financial assets at fair value |
— |
|
(17) |
|
— |
|
(17) |
Balance on December 31, 2023 |
56,576 |
|
(9,274) |
|
(593) |
|
46,709 |
Translation gains |
1,045 |
|
|
|
— |
|
1,045 |
Gains from derivatives |
— |
|
— |
|
1,201 |
|
1,201 |
Gains on financial assets at fair value |
— |
|
4 |
|
— |
|
4 |
Balance on March 31, 2024 |
57,621 |
|
(9,270) |
|
608 |
|
48,959 |
g)
Non-controlling shareholders
|
IoTCo Brasil |
|
Vivo Ventures |
|
CloudCo Brasil |
|
Total |
Equity on December 31, 2023 |
96,607 |
|
43,055 |
|
22,746 |
|
162,408 |
Company |
48,313 |
|
42,195 |
|
11,375 |
|
101,883 |
Non-controlling shareholders |
48,294 |
|
860 |
|
11,371 |
|
60,525 |
|
|
|
|
|
|
|
|
Capital contributions in the period |
— |
|
5,100 |
|
— |
|
5,100 |
Company |
— |
|
4,998 |
|
— |
|
4,998 |
Non-controlling shareholders |
— |
|
102 |
|
— |
|
102 |
|
|
|
|
|
|
|
|
Statements of income movements in the period |
3,983 |
|
204 |
|
(3,035) |
|
1,152 |
Company |
1,992 |
|
200 |
|
(1,518) |
|
674 |
Non-controlling shareholders |
1,991 |
|
4 |
|
(1,517) |
|
478 |
|
|
|
|
|
|
|
|
Equity on March 31, 2024 |
100,590 |
|
48,359 |
|
19,711 |
|
168,660 |
Company |
50,305 |
|
47,393 |
|
9,857 |
|
107,555 |
Non-controlling shareholders |
50,285 |
|
966 |
|
9,854 |
|
61,105 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
h)
Reconciliation of parent company and consolidated net income
|
|
Three-month period ended |
|
|
03.31.2024 |
|
03.31.2023 |
Company's net income (Company) |
|
895,631 |
|
834,669 |
Participation of non-controlling shareholders |
|
478 |
|
(81) |
IoTCo Brasil |
|
1,991 |
|
2,098 |
Vivo Ventures |
|
4 |
|
(7) |
CloudCo Brasil |
|
(1,517) |
|
(2,172) |
Company's net income (Consolidated) |
|
896,109 |
|
834,588 |
i)
Earnings per share
Basic and diluted earnings per share were calculated by dividing
net profit attributed to the Company's shareholders by the weighted average number of outstanding common shares. The Company has no instruments
which might potentially affect the dilution of earnings per share.
|
|
Company |
|
|
Three-month period ended |
|
|
03.31.2024 |
|
03.31.2023 |
Net income for the period |
|
895,631 |
|
834,669 |
|
|
|
|
|
Weighted average number of outstanding common shares for the period (in thousands) |
|
1,652,584 |
|
1,662,161 |
|
|
|
|
|
Basic and diluted earnings per common share (R$) |
|
0.54 |
|
0.50 |
|
|
Company |
|
Consolidated |
|
|
Three-month period ended |
|
Three-month period ended |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Gross operating revenue |
|
18,043,391 |
|
16,627,056 |
|
18,595,841 |
|
17,264,163 |
Services(1) |
|
16,134,864 |
|
14,807,840 |
|
16,654,027 |
|
15,417,696 |
Sale of goods(2) |
|
1,908,527 |
|
1,819,216 |
|
1,941,814 |
|
1,846,467 |
|
|
|
|
|
|
|
|
|
Deductions from gross operating revenue |
|
(4,986,596) |
|
(4,450,266) |
|
(5,050,206) |
|
(4,543,253) |
Tax |
|
(2,667,659) |
|
(2,373,164) |
|
(2,730,328) |
|
(2,451,304) |
Services |
|
(2,272,167) |
|
(1,977,932) |
|
(2,322,564) |
|
(2,051,031) |
Sale of goods |
|
(395,492) |
|
(395,232) |
|
(407,764) |
|
(400,273) |
|
|
|
|
|
|
|
|
|
Discounts granted and return of goods |
|
(2,318,937) |
|
(2,077,102) |
|
(2,319,878) |
|
(2,091,949) |
Services |
|
(1,737,350) |
|
(1,580,353) |
|
(1,737,350) |
|
(1,593,418) |
Sale of goods |
|
(581,587) |
|
(496,749) |
|
(582,528) |
|
(498,531) |
|
|
|
|
|
|
|
|
|
Net operating revenue |
|
13,056,795 |
|
12,176,790 |
|
13,545,635 |
|
12,720,910 |
Services |
|
12,125,347 |
|
11,249,555 |
|
12,594,113 |
|
11,773,247 |
Sale of goods |
|
931,448 |
|
927,235 |
|
951,522 |
|
947,663 |
| (1) | Includes telephone services, use
of interconnection network, data and SVA services, cable TV and other services. |
| (2) | Includes sale of goods (handsets,
SIM cards and accessories) and equipment of "Vivo Tech". |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
There is no customer that contributed
more than 10% of operating revenue for the quarters ended March 31, 2024 and 2023.
| 25. | OPERATING COSTS AND EXPENSES |
|
Company |
|
Three-month period ended |
|
Three-month period ended |
|
03.31.2024 |
|
03.31.2023 |
|
Cost of sales and services |
|
Selling expenses |
|
General and administrative expenses |
|
Total |
|
Cost of sales and services |
|
Selling expenses |
|
General and administrative expenses |
|
Total |
Third-party services |
(2,177,657) |
|
(1,534,525) |
|
(256,566) |
|
(3,968,748) |
|
(2,118,459) |
|
(1,444,980) |
|
(239,802) |
|
(3,803,241) |
Depreciation and amortization(1) |
(2,762,520) |
|
(384,668) |
|
(213,014) |
|
(3,360,202) |
|
(2,585,346) |
|
(381,498) |
|
(210,462) |
|
(3,177,306) |
Personnel |
(271,815) |
|
(849,558) |
|
(222,664) |
|
(1,344,037) |
|
(249,540) |
|
(813,353) |
|
(211,362) |
|
(1,274,255) |
Cost of goods sold |
(1,039,256) |
|
— |
|
— |
|
(1,039,256) |
|
(1,027,412) |
|
— |
|
— |
|
(1,027,412) |
Taxes, charges and contributions |
(509,006) |
|
(10,142) |
|
(13,081) |
|
(532,229) |
|
(467,748) |
|
(9,698) |
|
(8,360) |
|
(485,806) |
Estimated impairment losses on accounts receivable (Note 5) |
— |
|
(361,792) |
|
— |
|
(361,792) |
|
— |
|
(306,053) |
|
— |
|
(306,053) |
Rental, insurance, condominium and connection means |
(356,746) |
|
(18,170) |
|
(12,865) |
|
(387,781) |
|
(285,567) |
|
(16,089) |
|
(12,583) |
|
(314,239) |
Materials and other operating costs and expenses |
(16,806) |
|
(29,487) |
|
(10,276) |
|
(56,569) |
|
(18,635) |
|
(54,090) |
|
(9,876) |
|
(82,601) |
Total |
(7,133,806) |
|
(3,188,342) |
|
(728,466) |
|
(11,050,614) |
|
(6,752,707) |
|
(3,025,761) |
|
(692,445) |
|
(10,470,913) |
|
Consolidated |
|
Three-month period ended |
|
Three-month period ended |
|
03.31.2024 |
|
03.31.2023 |
|
Cost of sales and services |
|
Selling expenses |
|
General and administrative expenses |
|
Total |
|
Cost of sales and services |
|
Selling expenses |
|
General and administrative expenses |
|
Total |
Third-party services |
(2,461,810) |
|
(1,529,175) |
|
(263,840) |
|
(4,254,825) |
|
(2,365,987) |
|
(1,455,035) |
|
(244,821) |
|
(4,065,843) |
Depreciation and amortization(1) |
(2,766,092) |
|
(386,173) |
|
(214,062) |
|
(3,366,327) |
|
(2,663,673) |
|
(385,445) |
|
(211,228) |
|
(3,260,346) |
Personnel |
(334,729) |
|
(869,990) |
|
(233,816) |
|
(1,438,535) |
|
(313,429) |
|
(822,850) |
|
(221,680) |
|
(1,357,959) |
Cost of goods sold |
(1,058,539) |
|
— |
|
— |
|
(1,058,539) |
|
(1,041,836) |
|
— |
|
— |
|
(1,041,836) |
Taxes, charges and contributions |
(516,325) |
|
(10,144) |
|
(14,024) |
|
(540,493) |
|
(513,015) |
|
(9,698) |
|
(8,686) |
|
(531,399) |
Estimated impairment losses on accounts receivable (Note 5) |
— |
|
(398,302) |
|
— |
|
(398,302) |
|
— |
|
(353,447) |
|
— |
|
(353,447) |
Rental, insurance, condominium and connection means |
(356,671) |
|
(17,654) |
|
(13,382) |
|
(387,707) |
|
(295,390) |
|
(15,824) |
|
(13,354) |
|
(324,568) |
Materials and other operating costs and expenses |
(24,326) |
|
(25,431) |
|
(11,213) |
|
(60,970) |
|
(20,066) |
|
(52,980) |
|
(10,099) |
|
(83,145) |
Total |
(7,518,492) |
|
(3,236,869) |
|
(750,337) |
|
(11,505,698) |
|
(7,213,396) |
|
(3,095,279) |
|
(709,868) |
|
(11,018,543) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | Includes consolidated lease depreciation
of R$826,448 and R$823,652 for the quarters ended March 31, 2024 and 2023, respectively (Note 13.c). |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| 26. | OTHER INCOME (EXPENSES) |
|
|
Company |
|
Consolidated |
|
|
Three-month period ended |
|
Three-month period ended |
|
|
03.31.24 |
|
03.31.23 |
|
03.31.24 |
|
03.31.23 |
Recovered expenses and fines(1) |
|
110,833 |
|
135,648 |
|
111,186 |
|
139,640 |
Provision for legal claims (note 19) |
|
(168,951) |
|
(154,942) |
|
(169,896) |
|
(157,036) |
Other operating income (expenses) |
|
(59,485) |
|
12,328 |
|
(70,621) |
|
(2,877) |
Total |
|
(117,603) |
|
(6,966) |
|
(129,331) |
|
(20,273) |
|
|
|
|
|
|
|
|
|
Other operating income |
|
110,833 |
|
147,976 |
|
111,186 |
|
139,640 |
Other operating expenses |
|
(228,436) |
|
(154,942) |
|
(240,517) |
|
(159,913) |
Total |
|
(117,603) |
|
(6,966) |
|
(129,331) |
|
(20,273) |
| (1) | On March 31, 2023, includes tax
credit of R$59,206 arising from decisions on legal proceedings in favor of the Company that recognized PIS and COFINS tax credits (note
9). The remaining balance refers to contractual fines and other tax credits. |
| 27. | FINANCIAL INCOME (EXPENSES) |
|
Company |
Consolidated |
|
|
Three-month period ended |
|
Three-month period ended |
|
|
03.31.2024 |
|
03.31.2023 |
|
03.31.2024 |
|
03.31.2023 |
Financial Income |
|
|
|
|
|
|
|
|
Gain on derivative transactions (note 31) |
|
28,697 |
|
40,079 |
|
29,321 |
|
40,079 |
Interest income |
|
142,922 |
|
101,726 |
|
151,282 |
|
123,228 |
Other revenues from foreign exchange and monetary variation(1) |
|
41,561 |
|
163,734 |
|
45,534 |
|
166,415 |
Foreign exchange variations on loans and financing (note 20) |
|
— |
|
29,164 |
|
— |
|
29,164 |
Interest receivable (customers, taxes and other) |
|
43,568 |
|
49,279 |
|
44,479 |
|
49,760 |
Other financial income |
|
40,914 |
|
46,308 |
|
42,814 |
|
47,509 |
Total |
|
297,662 |
|
430,290 |
|
313,430 |
|
456,155 |
|
|
|
|
|
|
|
|
|
Financial Expenses |
|
|
|
|
|
|
|
|
Charges for financing, debentures and leases (note 20)(2) |
|
(531,568) |
|
(526,984) |
|
(535,845) |
|
(538,931) |
Expenses with monetary variations of provision for legal claims (note 19) |
|
(266,118) |
|
(207,681) |
|
(268,517) |
|
(209,602) |
Loss on derivative transactions (note 31) |
|
(29,716) |
|
(125,252) |
|
(30,477) |
|
(125,252) |
Interest payable (financial institutions, trade accounts payable, taxes and other) |
|
(103,252) |
|
(122,595) |
|
(103,758) |
|
(125,086) |
Other expenses with exchange and monetary variations (suppliers, taxes and others) |
|
(21,649) |
|
(66,104) |
|
(23,530) |
|
(67,817) |
Other financial expenses |
|
(36,223) |
|
(44,679) |
|
(38,060) |
|
(46,859) |
Total |
|
(988,526) |
|
(1,093,295) |
|
(1,000,187) |
|
(1,113,547) |
|
|
|
|
|
|
|
|
|
Financial income (expenses), net |
|
(690,864) |
|
(663,005) |
|
(686,757) |
|
(657,392) |
| (1) | On March
31, 2023, includes tax credits of R$99,990 arising
from decisions on legal proceedings in favor of the Company that recognized PIS and COFINS tax credits (note 9). |
| (2) | Includes
consolidated amounts of R$403,361 e
R$335,255 for the three-month period ended March 31, 2024 and 2023,
respectively, referring to lease charges (Note
20.c). |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| 28. | BALANCES AND TRANSACTIONS WITH RELATED PARTIES |
a)
Balances and transactions with related parties
The main balances of assets and liabilities
with related parties arise from transactions with companies related to the controlling group, which were carried out at prices and other
commercial conditions as agreed in a contract between the parties and refer to:
a) Fixed and
mobile telephone services, provided to Telefónica Group companies.
b) Fiber optic
network construction consultancy service.
c) Values referring
to installments receivable as a result of the sale of equity interests and capital contributions, as well as the updating of these values.
d) Shared services,
passed on at the cost actually incurred.
e) Right to
use certain software licenses and contracted maintenance and support services.
f) International
transmission infrastructure for various contracted data circuits and connection services.
g) Adquira
Sourcing Platform, an online solution for negotiating the purchase and sale of various types of goods and services.
h) Cost Sharing
Agreement, reimbursement of expenses related to the digital business.
i) Financial
Clearing House Roaming, inflows of funds for payments and receipts arising from the roaming operation.
j) Data communication
services and integrated solutions.
k) Long-distance
calling and international roaming services
l) Disposal
of assets
m) Brand Fee,
for the assignment of use of brand rights.
n) Rental of
buildings, data circuit or infrastructure.
o) Factoring
operations, financing line for services provided by Telefónica Group suppliers.
p) Contracts
for the assignment of rights to use the pipeline network, duct rental services for fiber optics and right-of-way occupation contracts
with various highway concessionaires.
As described in note 30, the Company
and its subsidiaries sponsor pension plans and other post-employment benefits for their employees with Visão Prev and Sistel.
Telefônica Corretora de Seguros
(“TCS“) acts as an intermediary in transactions between insurance companies and the Company and its subsidiaries in the acquisition
of insurance for cell phones, operational risks, general liability, guarantee insurance, among others. There are no balances arising from
insurance intermediation between TCS and the Company and its subsidiaries.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The
following table summarizes the consolidated balances with related parties:
|
|
|
|
Balance Sheet – Assets |
|
|
|
|
03.31.2024 |
|
12.31.2023 |
Companies |
|
Type of transaction |
|
Cash and cash equivalents |
|
Accounts receivable |
|
Other assets |
|
Cash and cash equivalents |
|
Accounts receivable |
|
Other assets |
Parent Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telefónica Latinoamerica Holding |
|
d) |
|
— |
|
— |
|
28,226 |
|
— |
|
— |
|
26,959 |
Telefónica |
|
d) |
|
— |
|
— |
|
252 |
|
— |
|
— |
|
252 |
|
|
|
|
— |
|
— |
|
28,478 |
|
— |
|
— |
|
27,211 |
Other Group companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telefonica Global Solutions Participações |
|
a) / d) / f) / j) / n) |
|
— |
|
4,945 |
|
197 |
|
— |
|
5,128 |
|
136 |
Telefónica Venezolana |
|
d) / k) |
|
— |
|
8,955 |
|
3,238 |
|
— |
|
9,270 |
|
3,238 |
Telefônica Factoring do Brasil |
|
d) / o) |
|
— |
|
1,896 |
|
62 |
|
— |
|
1,560 |
|
40 |
Telefónica Global Solutions |
|
f) / j) / k) |
|
— |
|
14,700 |
|
— |
|
— |
|
15,746 |
|
— |
Telefónica Moviles Argentina |
|
j) / k) |
|
— |
|
6,298 |
|
— |
|
— |
|
5,886 |
|
— |
Telefónica Moviles Chile |
|
k) |
|
— |
|
2,300 |
|
— |
|
— |
|
1,425 |
|
— |
Telfisa Global BV |
|
i) |
|
25,953 |
|
— |
|
— |
|
19,474 |
|
— |
|
— |
Telxius Cable Brasil |
|
a) / d) / f) / l) |
|
— |
|
9,153 |
|
370 |
|
— |
|
17,545 |
|
240 |
Telefônica Infra |
|
c) |
|
— |
|
— |
|
158,878 |
|
— |
|
— |
|
156,775 |
FiBrasil Infraestrutura e Fibra Ótica |
|
a) / b) / n) / p) |
|
— |
|
8,481 |
|
56,834 |
|
— |
|
6,691 |
|
39,188 |
Telefónica IoT & Big Data Tech |
|
c) / d) |
|
— |
|
— |
|
20,902 |
|
— |
|
— |
|
20,012 |
Other |
|
|
|
— |
|
6,517 |
|
24,936 |
|
— |
|
5,673 |
|
21,406 |
|
|
|
|
25,953 |
|
63,245 |
|
265,417 |
|
19,474 |
|
68,924 |
|
241,035 |
Total |
|
|
|
25,953 |
|
63,245 |
|
293,895 |
|
19,474 |
|
68,924 |
|
268,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (Note 3) |
|
|
|
25,953 |
|
— |
|
— |
|
19,474 |
|
— |
|
— |
Trade accounts receivable (Note 5) |
|
|
|
— |
|
63,245 |
|
— |
|
— |
|
68,924 |
|
— |
Other assets (Note 11) |
|
|
|
— |
|
— |
|
285,229 |
|
— |
|
— |
|
259,426 |
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets (Note 11) |
|
|
|
— |
|
— |
|
8,666 |
|
— |
|
— |
|
8,820 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
|
|
|
Balance Sheet – Liabilities |
|
|
|
|
03.31.2024 |
|
12.31.2023 |
Companies |
|
Type of transaction |
|
Trade accounts payable |
|
Other liabilities and leases |
|
Trade accounts payable |
|
Other liabilities and leases |
Parent Companies |
|
|
|
|
|
|
|
|
|
|
Telefónica Latinoamerica Holding |
|
d) |
|
353 |
|
— |
|
— |
|
997 |
Telefónica |
|
d) / m) |
|
5,792 |
|
110,320 |
|
100,886 |
|
110 |
|
|
|
|
6,145 |
|
110,320 |
|
100,886 |
|
1,107 |
Other Group companies |
|
|
|
|
|
|
|
|
|
|
Telefonica Global Solutions Participações |
|
d) / e) / f) / h) / k) |
|
26,566 |
|
318 |
|
31,475 |
|
318 |
Telefónica Compras Electrónica |
|
g) |
|
29,802 |
|
— |
|
25,924 |
|
— |
Telefónica Innovación Digital, S.L. |
|
h) |
|
94,176 |
|
— |
|
76,682 |
|
— |
Telefónica Global Technology |
|
e) |
|
25,906 |
|
— |
|
16,765 |
|
— |
Telefónica Global Solutions |
|
e) / f) / j) / k) |
|
26,901 |
|
— |
|
45,468 |
|
— |
Telxius Cable Brasil |
|
d) / f) |
|
39,532 |
|
1,572 |
|
37,211 |
|
1,572 |
Companhia AIX Participações |
|
p) |
|
5,382 |
|
22,916 |
|
2,779 |
|
31,134 |
Telefónica IoT & Big Data Tech |
|
h) |
|
28,051 |
|
— |
|
27,041 |
|
— |
Telefonica Ciberseguranca e Tecnologia do Brasil |
|
d) / e) / j) |
|
75,136 |
|
— |
|
66,478 |
|
164 |
FiBrasil Infraestrutura e Fibra Ótica |
|
b) / d) |
|
119,118 |
|
487 |
|
38,922 |
|
487 |
Other |
|
|
|
46,908 |
|
2,081 |
|
40,205 |
|
2,023 |
|
|
|
|
517,478 |
|
27,374 |
|
408,950 |
|
35,698 |
Total |
|
|
|
523,623 |
|
137,694 |
|
509,836 |
|
36,805 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable and other payables (Note 16) |
|
|
|
523,623 |
|
— |
|
509,836 |
|
— |
Leases (Note 20) |
|
|
|
— |
|
22,916 |
|
— |
|
31,134 |
Other liabilities (Note 22) |
|
|
|
— |
|
114,202 |
|
— |
|
5,103 |
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Leases (Note 20) |
|
|
|
— |
|
— |
|
— |
|
— |
Other liabilities (Note 22) |
|
|
|
— |
|
576 |
|
— |
|
568 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
|
|
|
Income statement |
|
|
|
|
Three-month period ended |
|
|
|
|
03.31.2024 |
|
03.31.2023 |
Companies |
|
Type of transaction |
|
Operating revenues |
|
Revenues (cost, expenses and other expenses) operating |
|
Financial result |
|
Operating revenues |
|
Revenues (cost, expenses and other expenses) operating |
|
Financial result |
Parent Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telefónica Latinoamerica Holding |
|
d) |
|
— |
|
657 |
|
257 |
|
— |
|
1,807 |
|
158 |
Telefónica |
|
d) / m) |
|
— |
|
(128,249) |
|
(3,535) |
|
— |
|
(119,406) |
|
2,000 |
|
|
|
|
— |
|
(127,592) |
|
(3,278) |
|
— |
|
(117,599) |
|
2,158 |
Other Group companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telefonica Global Solutions Participações |
|
a) / d) / e) / f) / h) / k) / j) / n) |
|
1,348 |
|
(21,982) |
|
(6) |
|
4,842 |
|
(25,064) |
|
— |
Telefónica Digital España |
|
h) |
|
— |
|
(58,030) |
|
(2,219) |
|
— |
|
(49,816) |
|
3,095 |
Telefónica Global Solutions |
|
e) / f) / j) / k) |
|
9,562 |
|
(14,359) |
|
(271) |
|
10,782 |
|
(18,035) |
|
(555) |
Telxius Cable Brasil |
|
a) / d) / f) |
|
2,023 |
|
(57,293) |
|
(908) |
|
2,103 |
|
(60,169) |
|
595 |
Telefonica Cibersegurança e Tecnologia do Brasil |
|
a) / d) / e) / f) / j) / n) |
|
204 |
|
(56,754) |
|
— |
|
1,775 |
|
(52,034) |
|
— |
Telefónica IoT & Big Data Tech |
|
c) / d) / h) |
|
— |
|
(29,653) |
|
(704) |
|
— |
|
(27,955) |
|
2,406 |
Telefônica Infra |
|
c) |
|
— |
|
— |
|
2,103 |
|
— |
|
— |
|
4,052 |
FiBrasil Infraestrutura e Fibra Ótica |
|
a) / b) / d) / e) / l) / n) / p) |
|
2,355 |
|
(90,976) |
|
4,783 |
|
2,285 |
|
(52,849) |
|
611 |
Telefónica Móveis Argentina |
|
k) |
|
1,231 |
|
(1,431) |
|
(57) |
|
1,716 |
|
(2,876) |
|
363 |
Telefónica Del Perú |
|
k) |
|
2,853 |
|
(560) |
|
18 |
|
222 |
|
(102) |
|
(17) |
Telefonica Moviles Chile |
|
k) |
|
1,452 |
|
(421) |
|
(6) |
|
774 |
|
(438) |
|
(2) |
Telefónica Venezolana |
|
d) / k) |
|
— |
|
(31) |
|
(2,853) |
|
— |
|
(10) |
|
1 |
Other |
|
|
|
1,849 |
|
(45,619) |
|
(938) |
|
1,953 |
|
(42,336) |
|
(314) |
|
|
|
|
22,877 |
|
(377,109) |
|
(1,058) |
|
26,452 |
|
(331,684) |
|
10,235 |
Total |
|
|
|
22,877 |
|
(504,701) |
|
(4,336) |
|
26,452 |
|
(449,283) |
|
12,393 |
| b) | Management compensation |
Consolidated
key management compensation paid by the Company to its Board of Directors and Statutory Officers for the three-month period ended March
31, 2024 and 2023 totaled R$19,352 and R$13,467,
respectively. This includes R$9,340 (R$6,784 on
March 31, 2023) for salaries, benefits and social charges and R$10,012 (R$6,683 on
March 31, 2023) for variable compensation.
These
amounts were recorded as personnel expenses in General and administrative expenses.
In
the three-month period ended March 31, 2024 and 2023, the Directors and Officers did not receive any pension, retirement or similar benefits.
| 29. | SHARE-BASED PAYMENT PLANS |
The Company's parent company, Telefónica,
maintains different compensation plans based on the quoted value of its shares (Talent for the Future Share Plan (“TFSP“)
and Performance Share Plan (“PSP“), which were also offered to directors and employees of its subsidiaries, including the
Company and its subsidiaries.
The details of these plans are the
same as in Note 30) Share-Based Payment Plans, as disclosed in the financial statements for the year ended December
31, 2023.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The main plans in effect on March
31, 2024, are detailed below:
| • | Talent for the Future Share
Plan (“TFSP“), for your Senior Managers, Managers and Specialists at a global level: |
Cycle 2021-2023 (January 1, 2021
to December 31, 2023): with 162 active executives, with the potential right to receive 277,500 Telefónica shares.
Cycle 2022-2024 (January 1, 2022
to December 31, 2024): with 119 active executives, with the potential right to receive 254,500 Telefónica shares.
Cycle 2023-2025 (January 1, 2023
to December 31, 2025): with 162 active executives, with the potential right to receive 324,500 Telefónica shares
| • | Performance Share Plan (“PSP“),
for its Vice Presidents and Directors globally: |
Cycle 2021-2023 (January 1, 2021
to December 31, 2023): with 77 active executives (including 3 executives appointed under the Bylaws) of the Company, having the potential
right to receive 1.540.867 Telefónica shares.
Cycle 2022-2024 (January 1, 2022
to December 31, 2024): with 95 active executives (including 3 executives appointed under the Bylaws) of the Company, having the potential
right to receive 806,383 Telefónica shares.
Cycle 2023-2025 (January 1, 2023
to December 31, 2025): with 114 active executives (including 5 executives appointed under the Bylaws) of the Company, having the potential
right to receive 1.040.212 Telefónica shares..
| • | Performance Share Plan (“PSP
VIVO“), for its Vice Presidents and Directors at the local level: |
Cycle 2022-2024: (January 1, 2022
to December 31, 2024): with 93 active executives (including 3 executives appointed under the Bylaws) of the Company, having the potential
right to receive the value corresponding to 401,260 shares of the Company.
Cycle 2023-2025: (January 1, 2023
to December 31, 2025): with 110 active executives (including 5 executives appointed under the Bylaws) of the Company, having the potential
right to receive the amount corresponding to 473,080 shares of the Company
| • | Telefónica Global
Incentive Share Purchase Plan: Plan 100 |
Employees enrolled in the plan can
acquire Telefónica shares through monthly contributions of 25 euros to 150 euros (or the equivalent in local currency), deducted
from payroll, monthly with a maximum amount of 1.800 euros over a twelve-month period (purchase period).
The six months following the purchase
period are the retention period for the purchased shares. At the end of this period, additional shares will be delivered, that is, for
each share purchased by the employee, one free share will be granted.
The cycle of this plan is effective
from September 1, 2022 to March 31, 2024.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The delivery of shares will occur
after the vesting period of the plan, after March 31, 2024, and is conditioned to: (i) remaining in the company during the two-year duration
of the program (vesting period), subject to certain special conditions in relation to layoffs; and (ii) the exact number of shares to
be delivered at the end of the vesting period depends on the number of shares acquired and held by employees. Thus, employees enrolled
in the plan, who remain in the Telefónica Group, who have held the shares acquired for an additional period of six months after
the end of the purchase period, will be entitled to receive one free share for each share they have acquired. and retained until the end
of the vesting period. To commemorate the 100th anniversary of Telefónica's incorporation (April 19, 2024), in addition to the
Additional Shares, each of the participants may receive 100 Telefónica Commemoration Shares (“the Commemoration Shares“)
free of charge.
The delivery of commemorative shares
will occur after the vesting period of the plan, after March 31, 2024, and is conditioned to: (i) that the employee enrolled in the plan
makes contributions, regardless of the amount of such contribution, during the twelve (12) month duration of the Purchase Period without
interruption; (ii) to keep the Purchased Shares deposited in the Securities Account until the Consolidation Date; and (iii) that the employee
enrolled in the plan continues to provide services to the Group until the Consolidation Date (first day after the end of the maintenance
period being March 31, 2024).
On March
31, 2024 and December 31, 2023, the consolidated liability balances of the share compensation
plans were R$186,411 e R$154,689 (Note 15), respectively, including taxes.
| 30. | PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS |
The plans sponsored by the Company
and its subsidiaries and the related benefits by type are as follows:
Plan |
|
Type |
|
Entity |
|
Sponsor |
PBS-A |
|
Defined benefit (DB) |
|
Sistel |
|
Telefônica Brasil, jointly with other telecoms resulting from privatization of the Sistema Telebrás |
PAMA / PCE |
|
Defined benefit (DB) |
|
Sistel |
|
Telefônica Brasil, jointly with other telecoms resulting from privatization of the Sistema Telebrás |
Healthcare – Law No. 9656/98 |
|
Defined benefit (DB) |
|
Telefônica Brasil |
|
Telefônica Brasil, Terra Networks, TGLog, TIS, IoTCo Brazil and Cloud Co Brazil |
CTB |
|
Defined benefit (DB) |
|
Telefônica Brasil |
|
Telefônica Brasil |
Telefônica BD |
|
Defined benefit (DB) |
|
VisãoPrev |
|
Telefônica Brasil |
VISÃO |
|
Defined contribution (DC) / Hybrid |
|
VisãoPrev |
|
Telefônica Brasil, Terra Networks, TGLog, TIS, IoTCo Brazil and Cloud Co Brazil |
The details of these plans are
the same as in Note 31) Pension Plans and Other Post-Employment Benefits, as disclosed in the financial statements
for the year ended December 31, 2023.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The changes in consolidated balances
of the surplus and deficit plans were as follows:
|
|
Consolidated |
|
|
Plans with surplus |
|
Plans with deficit |
|
Total |
Balance on December 31, 2022 |
|
4,161 |
|
(769,816) |
|
(765,655) |
Current service cost |
|
(279) |
|
(2,503) |
|
(2,782) |
Net interest on net defined benefit liabilities/assets |
|
115 |
|
(18,796) |
|
(18,681) |
Contributions and benefits paid by the employers |
|
255 |
|
7,049 |
|
7,304 |
Balance on March 31, 2023 |
|
4,252 |
|
(784,066) |
|
(779,814) |
Current service cost |
|
(586) |
|
(7,758) |
|
(8,344) |
Net interest on net defined benefit liabilities/assets |
|
341 |
|
(56,388) |
|
(56,047) |
Contributions and benefits paid by the employers |
|
522 |
|
11,294 |
|
11,816 |
Effects on comprehensive results |
|
92,283 |
|
(240,165) |
|
(147,882) |
Distribution of reserves |
|
(22,764) |
|
— |
|
(22,764) |
Balance on December 31, 2023 |
|
74,048 |
|
(1,077,083) |
|
(1,003,035) |
Current service cost |
|
(289) |
|
(4,172) |
|
(4,461) |
Net interest on net defined benefit liabilities/assets |
|
1,681 |
|
(24,641) |
|
(22,960) |
Contributions and benefits paid by the employers |
|
280 |
|
8,110 |
|
8,390 |
Distribution of reserves |
|
(7,966) |
|
— |
|
(7,966) |
Balance on March 31, 2024 |
|
67,754 |
|
(1,097,786) |
|
(1,030,032) |
|
|
|
|
|
|
|
Balance on December 31, 2023 |
|
|
|
|
|
|
Current assets |
|
(30,673) |
|
— |
|
(30,673) |
Non-current assets |
|
(43,375) |
|
|
|
(43,375) |
Non-current liabilities |
|
— |
|
1,045,495 |
|
1,045,495 |
|
|
|
|
|
|
|
Balance on March 31, 2024 |
|
|
|
|
|
|
Current assets |
|
(32,111) |
|
— |
|
(32,111) |
Non-current assets |
|
(35,643) |
|
— |
|
(35,643) |
Current liabilities |
|
— |
|
31,588 |
|
31,588 |
Non-current liabilities |
|
— |
|
1,066,198 |
|
1,066,198 |
| 31. | FINANCIAL INSTRUMENTS AND RISK AND CAPITAL MANAGEMENT |
a)
Derivative transactions
The derivative financial instruments
contracted by the Company are mainly used for hedging against foreign exchange risk from assets and liabilities in foreign currency and
the effects of inflation on leases indexed to the IPCA. There are no derivative financial instruments held for speculative purposes, possible
currency risks are hedged.
Management believes that the Company's
internal controls for its derivatives are adequate to control risks associated with each strategy for the market. Gains/losses obtained
or sustained by the Company in relation to its derivatives show that its risk management has been appropriate.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Whilst these derivative contracts
qualify for hedge accounting, the hedged item is adjusted to fair value, offsetting the result of the derivatives, pursuant to the rules
of hedge accounting. This hedge accounting applies both to financial liabilities and probable cash flows in foreign currency.
Derivatives contracts include specific
penalties for breach of contract. Breach of contract provided for in agreements made with financial institutions leads to the anticipated
liquidation of the contract.
On March 31, 2024 and December 31,
2023, the Company held no embedded derivatives contracts.
| a.1) | Fair value of derivative financial instruments |
The valuation method used to calculate
the fair value of financial liabilities (if applicable) and derivative financial instruments was the discounted cash flow method, based
on expected settlements or realization of liabilities and assets at market rates prevailing at the balance sheet date.
The fair values of the positions in
Reais are calculated by projecting future inflows from transactions using B3 yield curves and discounting these flows to present
value using market DI rates for swaps announced by B3.
The market values of foreign exchange
derivatives were obtained using the market exchange rates in effect at the balance sheet date and projected market rates obtained from
the currency's coupon-rate yield curves.
The linear convention of 360 calendar
days was used to determine coupon rates of positions indexed in foreign currencies, while the exponential convention of 252 business
days was used to determine coupon rates for positions indexed to CDI rates.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Consolidated derivatives financial
instruments shown below are registered with B3 and classified as swaps, usually, that do not require margin deposits.
|
|
Company / Consolidated |
|
|
|
|
|
|
Accumulated effects from fair value |
|
|
Notional Value |
|
Amount receivable (payable) |
Description |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Swap contracts |
|
|
|
|
|
|
|
|
Assets position |
|
474,192 |
|
820,298 |
|
81,505 |
|
85,288 |
Foreign Currency |
|
364,276 |
|
609,794 |
|
968 |
|
256 |
US$(1) |
|
201,988 |
|
369,544 |
|
47 |
|
27 |
EUR(1) |
|
104,931 |
|
125,848 |
|
— |
|
229 |
NDF US$(3) |
|
57,357 |
|
114,402 |
|
921 |
|
— |
|
|
|
|
|
|
|
|
|
Floating rate |
|
74,289 |
|
172,471 |
|
13 |
|
1,952 |
CDI(1) |
|
74,289 |
|
172,471 |
|
13 |
|
1,952 |
|
|
|
|
|
|
|
|
|
Inflation rates |
|
35,627 |
|
38,033 |
|
80,524 |
|
83,080 |
IPCA(2) |
|
35,627 |
|
38,033 |
|
80,524 |
|
83,080 |
|
|
|
|
|
|
|
|
|
Liabilities position |
|
(475,192) |
|
(820,298) |
|
(90,538) |
|
(94,703) |
Floating rate |
|
(342,546) |
|
(533,425) |
|
(90,374) |
|
(93,805) |
CDI(1)(2) |
|
(342,546) |
|
(533,425) |
|
(90,374) |
|
(93,805) |
|
|
|
|
|
|
|
|
|
Fixed rate |
|
(57,357) |
|
(114,402) |
|
— |
|
(898) |
NDF US$(3) |
|
(57,357) |
|
(114,402) |
|
— |
|
(898) |
|
|
|
|
|
|
|
|
|
Foreign Currency |
|
(75,289) |
|
(172,471) |
|
(164) |
|
— |
US$(1) |
|
(39,189) |
|
(169,247) |
|
(135) |
|
— |
EUR(1) |
|
(36,100) |
|
(3,224) |
|
(29) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Long position |
|
|
|
7,180 |
|
85,288 |
|
|
Current |
|
|
|
7,180 |
|
8,336 |
|
|
Non-current |
|
|
|
— |
|
76,952 |
|
|
|
|
|
|
|
|
|
|
|
Short position |
|
|
|
(16,213) |
|
(94,703) |
|
|
Current |
|
|
|
(480) |
|
(6,948) |
|
|
Non-current |
|
|
|
(15,733) |
|
(87,755) |
|
|
Amounts payable, net |
|
(9,033) |
|
(9,415) |
| (1) | Foreign currency swap (euro and
CDI x euro) (R$141,030) and (US dollar and CDI x US dollar) (R$240,178)
– swap operations contracted with maturities until May 22, 2024, with the objective
of protecting against exchange variation risks of net amounts payable (book value of R$139
payable and R$281 payable, respectively). |
| (2) | Swap IPCA x CDI (R$69,566)
– swap operations contracted with maturities in 2033 with the objective of protecting against the risk of variation of the IPCA
(book value of R$9,534 payable). |
| (3) | NDF dollar x (R$57,357)
– forward operations contracted with maturities up to June 11, 2024, with the objective of protecting against exchange variation
risks of service contracts (book value of R$921 payable). |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Swaps maturing after March 31, 2024,
are as follows:
|
|
Company / Consolidated |
|
|
Maturing in |
|
|
Swap contract |
|
1 to 12 months |
|
13 to 24 months |
|
25 to 36 months |
|
37 to 48 months |
|
49 to 60 months |
|
From 61 months |
|
Amount receivable (payable) on 03.31.2024 |
IPCA x CDI |
|
6,199 |
|
7,033 |
|
5,694 |
|
5,286 |
|
4,725 |
|
(38,471) |
|
(9,534) |
NDF US$ x Fixed rate |
|
921 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
921 |
Foreign currency x CDI |
|
(270) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(270) |
CDI x Foreign Currency |
|
(150) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(150) |
Total |
|
6,700 |
|
7,033 |
|
5,694 |
|
5,286 |
|
4,725 |
|
(38,471) |
|
(9,033) |
For the purposes of preparing its
financial statements, the Company adopted the fair value hedge accounting methodology for its foreign currency swaps x CDI and IPCA x
CDI for hedging or financial debt. Under this arrangement, both derivatives and hedged risk are recognized at fair value.
In the quarters ended March 31, 2024
and 2023, derivative financial instruments generated negative consolidated net results of R$1,156
and R$85,173, respectively (note 27).
| a.2) | Sensitivity analysis of the Company's
risk variables |
CVM Resolution 475/2008 requires listed
companies to disclose sensitivity analyses for each type of financial instruments market risk that management believes to be significant
at the end of each period, including all derivative financial instrument transactions.
Each financial instrument derivative
transaction was assessed, and assumptions included a probable base scenario and a further two stressed scenarios that could adversely
impact the Company.
For the probable base scenario, at
the maturity dates for each of the transactions, the market rates sourced from B3 yield curves (currencies and interest rates) were used
plus data from the IBGE, Central Bank, FGV, among others. In the probable scenario, there is no impact on the fair value of the above-mentioned
derivatives. For scenarios II and III, as per the CVM rule, risk variables were stressed by 25% and 50% respectively.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Since the Company only holds derivatives
to hedge its foreign currency assets and liabilities, other scenarios are not applicable. For these transactions, the Company reported
the consolidated net exposure in each of the above-mentioned three scenarios on March 31, 2024.
|
|
|
|
Company / Consolidated |
Transaction |
|
Risk |
|
Probable |
|
25% depreciation |
|
50% depreciation |
Hedge (assets position) |
|
Derivatives (depreciation risk EUR) |
|
69,571 |
|
86,964 |
|
104,357 |
Payables in EUR |
|
Debt (appreciation risk EUR) |
|
(108,156) |
|
(135,196) |
|
(162,235) |
Receivables in EUR |
|
Debt (depreciation risk EUR) |
|
37,374 |
|
46,718 |
|
56,061 |
|
|
Net Exposure |
|
(1,211) |
|
(1,514) |
|
(1,817) |
|
|
|
|
|
|
|
|
|
Hedge (assets position) |
|
Derivatives (depreciation risk US$) |
|
163,918 |
|
204,898 |
|
245,878 |
Payables in US$ |
|
Debt (appreciation risk US$) |
|
(306,349) |
|
(382,936) |
|
(459,524) |
Receivables in US$ |
|
Debt (depreciation risk US$) |
|
142,428 |
|
178,035 |
|
213,642 |
|
|
Net Exposure |
|
(3) |
|
(3) |
|
(4) |
|
|
|
|
|
|
|
|
|
Hedge (assets position) |
|
Derivatives (risk of decrease in IPCA) |
|
43,372 |
|
28,265 |
|
14,629 |
Debt in IPCA |
|
Debt (risk of increase in IPCA) |
|
(43,372) |
|
(28,265) |
|
(14,629) |
|
|
Net Exposure |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Hedge (assets position) |
|
Derivatives (depreciation risk US$) |
|
921 |
|
1,152 |
|
1,727 |
OPex em US$ |
|
OPex (appreciation risk US$) |
|
(921) |
|
(1,152) |
|
(1,727) |
|
|
Net Exposure |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Hedge (CDI position) |
|
|
|
|
|
|
|
|
Hedge US$ and EUR (liabilities position) |
|
Derivatives (risk of decrease in CDI) |
|
316 |
|
407 |
|
494 |
Hedge IPCA (liabilities position) |
|
Derivatives (risk of increase in CDI) |
|
(52,906) |
|
(66,132) |
|
(79,359) |
|
|
Net Exposure |
|
(52,590) |
|
(65,725) |
|
(78,865) |
|
|
|
|
|
|
|
|
|
Total net exposure in each scenario |
|
|
|
(53,804) |
|
(67,242) |
|
(80,686) |
|
|
|
|
|
|
|
|
|
Net effect on changes in current fair value |
|
|
|
— |
|
(13,438) |
|
(26,882) |
The fair values shown in the table
above are based on the portfolio position on March 31, 2024, but do not contemplate other changes to market variables which are constantly
monitored by the Company. The use of different assumptions could significantly affect the estimates.
For calculation of the net exposure
for the sensitivity analysis, all derivatives were considered at market value and hedged items designated for hedges for accounting purposes
were also considered at fair value.
The assumptions used by the Company
for the sensitivity analysis on March 31, 2024, were as follows:
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Risk Variable |
|
Probable |
|
25% depreciation |
|
50% depreciation |
US$ |
|
5.0000 |
|
6.2500 |
|
7.4900 |
EUR |
|
5.4000 |
|
6.7500 |
|
8.1000 |
IPCA |
|
5.37 % |
|
6.76 % |
|
8.17 % |
IGPM |
|
(4.26)% |
|
(5.30)% |
|
(6.32)% |
CDI |
|
10.65 % |
|
13.48 % |
|
16.39 % |
The Company and its subsidiaries use
adequate valuation techniques in the circumstances and for which there is sufficient data to measure the fair value, that maximizes the
use of relevant observable inputs and minimizes the use of unobservable inputs.
The fair values of all assets and
liabilities are classified within the fair value hierarchy described below, based on the lowest level of information that is significant
to the fair value measurement as a whole: (i) Level 1: quoted market prices (unadjusted) in active markets for identical assets
or liabilities; (ii) Level 2: valuation techniques for which there is a significantly lower level of information to measure the
fair value directly or indirectly observable; and (iii) Level 3: valuation techniques for which the lowest and significant level
of information to measure the fair value is not available.
During the periods shown in the tables
below, there were no transfers of fair value assessments between the levels mentioned.
For fair value disclosure purposes,
the Company and its subsidiaries determined classes of assets and liabilities based on the nature, characteristics and risks of the asset
or liability and the level of the fair value hierarchy.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The tables below present the composition
and classification of financial assets and liabilities on March 31, 2024, and December 31, 2023.
|
|
|
|
|
|
Company |
|
|
|
|
|
|
Book value |
|
Fair value |
|
|
Classification by category |
|
Fair value hierarchy |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (Note 3) |
|
1 |
|
|
|
6,382,414 |
|
4,031,235 |
|
6,382,414 |
|
4,031,235 |
Financial investments (note 4) |
|
1 |
|
|
|
— |
|
1,148 |
|
— |
|
1,148 |
Trade accounts receivable (Note 5) |
|
1 |
|
|
|
9,023,792 |
|
8,944,992 |
|
9,023,792 |
|
8,944,992 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
7,180 |
|
8,107 |
|
7,180 |
|
8,107 |
Sale of real estate and other receivables (Note 11) |
|
1 |
|
|
|
140,441 |
|
106,223 |
|
140,441 |
|
106,223 |
Related-party receivables (Note 11) |
|
1 |
|
|
|
286,244 |
|
261,015 |
|
286,244 |
|
261,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
Financial investments (note 4) |
|
1 |
|
|
|
33,350 |
|
36,154 |
|
33,350 |
|
36,154 |
Trade accounts receivable (Note 5) |
|
1 |
|
|
|
305,278 |
|
351,036 |
|
305,278 |
|
351,036 |
Derivative transactions (Note 31.a) |
|
3 |
|
Level 2 |
|
— |
|
76,952 |
|
— |
|
76,952 |
Sale of real estate and other receivables (Note 11) |
|
1 |
|
|
|
47,390 |
|
51,129 |
|
47,390 |
|
51,129 |
Related-party receivables (Note 11) |
|
1 |
|
|
|
8,599 |
|
8,756 |
|
8,599 |
|
8,756 |
Total financial assets |
|
|
|
|
|
16,234,688 |
|
13,876,747 |
|
16,234,688 |
|
13,876,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable, net (Note 16) |
|
1 |
|
|
|
9,115,874 |
|
7,935,069 |
|
9,115,874 |
|
7,935,069 |
Loans and financing (Note 20.a) |
|
1 |
|
|
|
— |
|
— |
|
— |
|
— |
Leases (Note 20.a) |
|
2 |
|
Level 2 |
|
3,945,921 |
|
3,873,697 |
|
3,945,921 |
|
3,873,697 |
Debentures (Note 20.a) |
|
1 |
|
|
|
87,014 |
|
221,589 |
|
87,014 |
|
221,589 |
5G Licenses (Note 20.a) |
|
1 |
|
|
|
351,298 |
|
351,291 |
|
351,298 |
|
351,291 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
480 |
|
6,050 |
|
480 |
|
6,050 |
Derivative transactions (Note 31.a) |
|
3 |
|
Level 2 |
|
— |
|
898 |
|
— |
|
898 |
Liabilities with ANATEL (Note 22) |
|
1 |
|
|
|
138,832 |
|
99,884 |
|
138,832 |
|
99,884 |
Amounts to be refunded to customers (Note 22) |
|
1 |
|
|
|
128,678 |
|
123,302 |
|
128,678 |
|
123,302 |
Liabilities with related parties (Note 22) |
|
1 |
|
|
|
114,651 |
|
6,782 |
|
114,651 |
|
6,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
Leases (Note 20.a) |
|
2 |
|
Level 2 |
|
9,512,689 |
|
9,719,732 |
|
9,512,689 |
|
9,719,732 |
Debentures (Note 20.a) |
|
1 |
|
|
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
5G Licenses (Note 20.a) |
|
1 |
|
|
|
974,317 |
|
949,395 |
|
974,317 |
|
949,395 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
15,733 |
|
87,755 |
|
15,733 |
|
87,755 |
Liabilities with ANATEL (Note 22) |
|
1 |
|
|
|
847,671 |
|
829,636 |
|
847,671 |
|
829,636 |
Liabilities with related parties (Note 22) |
|
1 |
|
|
|
2,344 |
|
2,333 |
|
2,344 |
|
2,333 |
Total financial liabilities |
|
|
|
|
|
28,735,502 |
|
27,707,413 |
|
28,735,502 |
|
27,707,413 |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
Book value |
|
Fair value |
|
|
Classification by category |
|
Fair value hierarchy |
|
03.31.2024 |
|
12.31.2023 |
|
03.31.2024 |
|
12.31.2023 |
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (Note 3) |
|
1 |
|
|
|
6,755,749 |
|
4,358,276 |
|
6,755,749 |
|
4,358,276 |
Financial investments (note 4) |
|
1 |
|
|
|
— |
|
1,148 |
|
— |
|
1,148 |
Trade accounts receivable (Note 5) |
|
1 |
|
|
|
9,493,955 |
|
9,318,077 |
|
9,493,955 |
|
9,318,077 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
7,180 |
|
8,336 |
|
7,180 |
|
8,336 |
Sale of real estate and other receivables (Note 11) |
|
1 |
|
|
|
140,441 |
|
106,223 |
|
140,441 |
|
106,223 |
Related-party receivables (Note 11) |
|
1 |
|
|
|
285,229 |
|
259,426 |
|
285,229 |
|
259,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
Financial investments (note 4) |
|
1 |
|
|
|
33,366 |
|
36,169 |
|
33,366 |
|
36,169 |
Trade accounts receivable (Note 5) |
|
1 |
|
|
|
305,278 |
|
351,036 |
|
305,278 |
|
351,036 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
— |
|
76,952 |
|
— |
|
76,952 |
Sale of real estate and other receivables (Note 11) |
|
1 |
|
|
|
47,390 |
|
51,129 |
|
47,390 |
|
51,129 |
Related-party receivables (Note 11) |
|
1 |
|
|
|
8,666 |
|
8,820 |
|
8,666 |
|
8,820 |
Total financial assets |
|
|
|
|
|
17,077,254 |
|
14,575,592 |
|
17,077,254 |
|
14,575,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable, net (Note 16) |
|
1 |
|
|
|
9,450,566 |
|
8,169,945 |
|
9,450,566 |
|
8,169,945 |
Leases (Note 20.a) |
|
2 |
|
Level 2 |
|
3,948,373 |
|
3,877,090 |
|
3,948,373 |
|
3,877,090 |
Debentures (Note 20.a) |
|
1 |
|
|
|
87,014 |
|
221,589 |
|
87,014 |
|
221,589 |
5G Licenses (Note 20.a) |
|
1 |
|
|
|
351,298 |
|
351,291 |
|
351,298 |
|
351,291 |
Liabilities for the acquisition of a company (Note 20.a) |
|
1 |
|
|
|
27,037 |
|
25,690 |
|
27,037 |
|
25,690 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
480 |
|
6,050 |
|
480 |
|
6,050 |
Derivative transactions (Note 31.a) |
|
3 |
|
Level 2 |
|
— |
|
898 |
|
— |
|
898 |
Liabilities with ANATEL (Note 22) |
|
1 |
|
|
|
138,832 |
|
99,884 |
|
138,832 |
|
99,884 |
Amounts to be refunded to customers (Note 22) |
|
1 |
|
|
|
131,142 |
|
124,533 |
|
131,142 |
|
124,533 |
Liabilities with related parties (Note 22) |
|
1 |
|
|
|
114,202 |
|
5,103 |
|
114,202 |
|
5,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
Leases (Note 20.a) |
|
2 |
|
Level 2 |
|
9,511,567 |
|
9,718,949 |
|
9,511,567 |
|
9,718,949 |
Debentures (Note 20.a) |
|
1 |
|
|
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
5G Licenses (Note 20.a) |
|
1 |
|
|
|
974,317 |
|
949,395 |
|
974,317 |
|
949,395 |
Liabilities for the acquisition of a company (Note 20.a) |
|
1 |
|
|
|
63,894 |
|
63,198 |
|
63,894 |
|
63,198 |
Derivative transactions (Note 31.a) |
|
2 |
|
Level 2 |
|
15,733 |
|
87,755 |
|
15,733 |
|
87,755 |
Other creditors (nota 20.a) |
|
1 |
|
|
|
62,025 |
|
30,025 |
|
62,025 |
|
30,025 |
Liabilities with ANATEL (Note 22) |
|
1 |
|
|
|
847,671 |
|
829,636 |
|
847,671 |
|
829,636 |
Liabilities with related parties (Note 22) |
|
1 |
|
|
|
576 |
|
568 |
|
576 |
|
568 |
Total financial liabilities |
|
|
|
|
|
29,224,727 |
|
28,061,599 |
|
29,224,727 |
|
28,061,599 |
Classification by category
| (2) | Measured at fair value through profit
or loss |
| (3) | Measured at fair value through OCI |
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
c)
Capital management
The purpose of the Company's capital
management is to ensure maintenance of a high credit rating and an optimal capital ratio to support the Company's business and maximize
shareholder value.
The Company manages its capital structure
by making adjustments and adapting to current economic conditions. In seeking such equilibrium, the Company may pay dividends, obtain
new loans, issue debentures and contract derivatives. For the three months ended March 31, 2024, there were no changes in capital structure
objectives, policies or processes.
The Company includes in the net debt
structure the balances of loans, financing, debentures, leases, 5G licenses, contractual retention and contingent liabilities arising
from the acquisition of Companies, other creditors and derivative financial instruments, less cash and equivalents cash, accounts receivable
from credit rights (FIDC Vivo Money) and judicial deposit related to liability for the acquisition of companies.
d)
Risk management policy
The Company and its subsidiaries are
exposed to several market risks as a result of its commercial operations, debts contracted to finance its activities and debt-related
financial instruments.
The Company is exposed to the foreign
exchange risk for financial assets and liabilities denominated in foreign currencies, which may reduce receivables or increase payables
depending on the exchange rate in the period.
Hedging transactions were executed
to minimize the risks associated with exchange rate changes on financial assets and liabilities in foreign currencies. This balance is
subject to daily changes due to the dynamics of the business. However, the Company intends to cover the net balance of these assets and
obligations (US$25,798 thousand, €13,042
thousand and £73 thousand paid by March 31, 2024, and US$33,796
thousand, €18,409 thousand and £66
thousand paid by December 31, 2023) to mitigate its foreign exchange risks.
| d.2) | Interest and Inflation Risk |
This risk may arise from an unfavorable
change in the domestic interest rate, which may adversely affect financial expenses from the portion of debentures referenced to the CDI
and liability positions in derivatives (currency hedge and IPCA) pegged to floating interest rates (CDI).
To reduce exposure to the floating
interest rate (CDI), the Company and its subsidiaries invested cash equivalents of R$6,557,832 and R$4,289,932 on March 31, 2024, and
December 31, 2023, respectively, mostly in short-term CDI-based financial investments (CDBs). The carrying amounts of these instruments
approximate their fair values, as they may be redeemed in the short term.
Liquidity risk consists of the possibility
that the Company might not have sufficient funds to meet its commitments due to the different timing and settlement terms of its rights
and obligations.
The Company structures the maturities
of financial instruments so as not to affect their liquidity.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The Company's cash flow and liquidity
are managed on a daily basis by the operating departments to ensure that cash flows and contracted funding, when necessary, are sufficient
to meet scheduled commitments in to mitigate liquidity risk.
The maturity profile of consolidated
financial liabilities includes future principal and interest amounts up to the maturity date. For fixed rate liabilities, interest was
calculated based on the indices established in each contract. For floating rate liabilities, interest was calculated based on the market
forecast for each period.
The credit risk arises from the possibility
that the Company may incur losses resulting from the difficulty in receiving billed amounts related to the provision of services and the
sale of handsets and equipment to its B2C and B2B customers, in addition to the sale of handsets and pre-activated prepaid cards to the
distributor network.
Credit risk with accounts receivable
is diversified and minimized through strict control of the customer base and constant risk analysis. The Company constantly monitors the
level of accounts receivable and limits the risk of overdue accounts by cutting off access to the telephone line if the invoice is past
due. For the prepaid mobile customer base, which requires advance loading, there is no credit risk. Exceptions are made for emergency
services that must be maintained for reasons of national security or defense.
Credit risk on sales of pre-activated
prepaid handsets and cards is managed through a prudent policy for granting credit, using modern credit scoring methods, analyzing financial
statements and consultations to commercial databases, in addition to requesting guarantees.
The Company and its subsidiaries are
also subject to credit risk arising from their investments, letters of guarantee received as collateral for certain transactions and receivables
from derivative transactions. The Company and its subsidiaries control the credit limits granted to each counterpart and diversify this
exposure across first-tier financial institutions as per current credit ratings of financial counterparties.
The Company's operations and properties
are subject to various environmental laws and regulations that govern environmental licenses and registrations, protection of fauna and
flora, atmospheric emissions, waste management and remediation of contaminated areas, among others. If the Company or its business partners
are unable to comply with current and future legal requirements, or identify and manage new or existing environmental liabilities, it
will have to incur significant costs, which include investigation and remediation costs, indemnities, compensation, adjustment of conduct,
fines, suspension of activities and other penalties, investments to improve facilities or change operations, in addition to damage to
the Company's reputation in the market.
The identification of new relevant
environmental issues, changes in assessment criteria by regulatory agencies, entry into force of more restrictive laws and regulations
or other unforeseen events may result in significant environmental liabilities and their respective costs. The occurrence of any of these
factors could have a material adverse effect on the Company's business, results of operations and financial condition. According to article
75 of Law No. 9,605/1998, the maximum fine for non-compliance with the environmental law is R$50,000,000 plus losses related to embargoes
or administrative sanctions, in addition to indemnities and repairs for damages caused to the environment.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Climate change poses a series of potential
environmental risks for telecommunications operators, including the Company, both from a regulatory and operational perspective. The increase
in the intensity and frequency of extreme precipitation events, cyclones, floods and fires may damage, suspend or interrupt the Company's
transmission operations for an indefinite period. If successive serious natural disasters occur, the Company may not have sufficient resources
to repair its infrastructure in a timely and cost-effective manner.
In a simulation, an increase in temperature
directly affected the operational conditions of the Company's network equipment, causing failures, accelerated wear and loss of assets
and, therefore, increases in the risks of service interruptions. Cooling equipment essential for the Company's operation. Therefore, global
warming may also increase the need for cooling with higher energy use and operating costs.
The telecommunications sector is not
especially dependent on fossil fuels, but it is very dependent on electricity consumption for its networks, so that an increase in electricity
prices due to the scarcity of natural resources could have a significant impact on the Company's related operating expenses. The estimated
economic impact of this risk is classified as substantive in the horizon of 2030.
To manage climate risks, the Company
encourages energy efficiency programs and plans for renewable energy and distributed energy generation. It also has a dedicated business
continuity area, guided by the Global Business Continuity Regulation (“GBC“), which prescribes the preventive risk management,
ensuring the resilience of its operations from possible interruption.
| d.6) | Risks Relating to the Brazilian Telecommunications Industry
and the Company |
The Company's business is subject
to extensive regulation, including any regulatory changes that may occur during the terms of the concession agreements and the Company's
authorizations to provide telecommunication services in Brazil. ANATEL, oversees, among other matters: industry policies and regulations;
licensing (including licensing of spectrum and bidding processes); fees and tariffs; competition, incentives and competitive aspects (including
the Company's ability to grow by acquiring other telecommunications businesses); service, technical and quality standards; consumer rights;
penalties and other sanctions related to interconnection and agreements; in addition to related obligations to the universalization of
services.
The Brazilian telecommunications regulatory
framework is continuously evolving. The interpretation and enforcement of regulations, the assessment of compliance with regulations and
the flexibility of regulatory authorities are all marked by uncertainty. The Company operates under authorizations and a concession from
the Brazilian government, and the ability to maintain these authorizations and concession is a precondition to the Company's success.
However, because of the changing nature of the Brazilian regulatory framework, the Company cannot guarantee that ANATEL will not adversely
modify the terms of the Company's authorizations and/or licenses. Accordingly, the Company's operating authorizations and licenses, must
meet specific requirements and maintain minimum quality, coverage and service standards. Any failure to comply with these requirements
may result in the imposition of fines, penalties and/or other regulatory responses, including the termination of the Company's operating
authorizations and concession. Any partial or total termination of any of the Company's operating authorizations and licenses or the Company's
concession would have a material adverse effect on the Company's business, financial condition, revenues, results of operations and prospects.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
In recent years, ANATEL has reviewed
and introduced regulatory changes, especially regarding competition measures and interconnection fees charged among local providers of
telecommunications services. Asymmetric competition measures may include regulations aimed at rebalancing markets where one participant
has significantly different market share over other competitors. The adoption of disproportionately asymmetric measures could have a material
adverse effect on the Company's business, financial condition, revenues, results of operations and prospects.
In this sense, it is important to
highlight that, as stated in ANATEL's regulatory agenda for the 2023-2024 biennium, the revision of the General Competition Targets Plan
(“PGMC”), approved by the Resolution no. 600, of November 8, 2012 and updated by Resolution no. 694, of July 17, 2018, which
concentrates, in a single normative instrument, a set of specific measures aimed at promoting competition and establishes the milestones
for future reassessments of the performance of sectoral competition. This review, which takes place every four years and began with the
publication of public consultation no. 64, of November 6, 2023, is dedicated to the reassessment of relevant markets in the sector, asymmetric
regulatory measures and power holders of Significant Market (“PMS”), previously established by the regulation itself. As previously
mentioned, also in November 2023, ANATEL submitted to public consultation the revision of the Spectrum Use Regulation (“RUE”),
approved by Resolution No. 671, of November 3, 2016. The new wording proposed by ANATEL includes , among other changes, new rules for
granting authorizations for the use of spectrum on a secondary basis, in addition to changes in the procedures for evaluating the efficient
use of spectrum by ANATEL. The expectation, indicated in the regulatory agenda for the 2023-2024 biennium, is that the new RUE will be
published in the fourth quarter of 2024.
Complementing the PGMC review, UPI's
recent acquisition of the mobile assets of OI Móvel S.A. by the three largest operators in the Brazilian SMP market (Vivo, Claro
and TIM), raised competition concerns by ANATEL and CADE, which imposed regulatory remedies in order to promote competitive conditions
in the markets, among which: (i) Reference Offer in the Relevant National Roaming Market; (ii) Reference Offer for developing Personal
Mobile Service – SMP through Virtual Network MVNO – (“ORPA de MVNO”); (iii) Offer of Temporary and Onerous Assignment
of Radio Frequency Use Rights; and (iv) Industrial Network Exploration Offer.
Regarding the Reference Offer, of
Wholesale National Roaming Products (“National Roaming ORPA”), the regulatory remedy uses as a basis the reference values
approved and calculated by ANATEL, based on a new methodology to study the roaming market cost model (LRIC + bottom-up model – Act
No. 8822/2022). As a result of the change in the methodology used, the new reference values show a significant reduction when compared
to the reference values previously in force (FAC-HCA top down model – Act No. 9157/2018).
Still on the Offers mentioned above,
specifically the MVNO ORPA and the National Roaming ORPA (“ORPAs”), they were being debated within the scope of ANATEL to
discuss the following concepts: (i) Requirement of Exclusivity of Contracting Companies: ANATEL decided, for MVNO LTRO, that the
exclusivity requirement violates Res. 550/2010 and therefore cannot be maintained as a condition. For the Roaming LTRO, exclusivity may
only be required in cases of contracting (a) National Roaming under an Industrial Exploration regime and (b) conventional National Roaming
(transitional use) only on the 5GSA network; and (ii) Collection of Minimum Monthly Deductible: ANATEL decided that in both LTROs
the minimum monthly deductible cannot be charged for a period of 05 (five) years.
The Company currently has contracts
signed with the possibility of charging the minimum monthly franchise both in the National Roaming market and in the MVNO market, so that
current contracts, depending on the contracting companies, can be migrated to the new updated offers.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
Generally, the adoption of disproportionately
asymmetric measures and the prospect of adoption, by ANATEL, of concepts, prices and remuneration models may impact on remuneration and
costs, causing considerable harm to the business, financial condition, revenues, results operations and prospects of the Company.
As to the interconnection fees, an
important part of the Company's revenue and cost bases, these are charged among telecommunications service providers in order to allow
and remunerate the interconnected use of their networks. To the extent that changes to the rules governing interconnection fees reduce
the fees of the Company or its ability to collect such fees, the Company's businesses, financial condition, revenues, results of operations
and prospects could be adversely affected.
In addition, the Company is also subject
to changes in rules and regulations aimed at preserving the rights of consumers of telecommunications services. In this sense, it should
be added that ANATEL published, in November 2023, the new General Regulation on Consumer Rights (“RGC”), through Resolution
No. 765/2023, which will replace Resolution No. 632/2014. This new Regulation changes some provisions in a more relevant way, such as
the way telecommunications service offers are made and the rules for blocking due to default, in addition to updating/modernizing some
service rules.
Therefore, the Company's business,
results of operations, revenues and financial conditions could be negatively affected by the actions of the Brazilian authorities, including,
in particular, the following: the introduction of new or less flexible operational and/or service requirements; the granting of operating
licenses in the Company's areas; limitations on interconnection fees the Company can charge to other telecommunications service providers;
imposition of significant sanctions or penalties for failure to comply with regulatory obligations; delays in the granting of, or the
failure to grant, approvals for rate increases; and antitrust limitations imposed by ANATEL and CADE.
The policy of the Company and its
subsidiaries, as well as the Telefónica Group, is to contract insurance coverage for all significant assets and liabilities of
high-risk based on Management's judgment and following Telefónica corporate program guidelines.
On March 31, 2024, the maximum limits
of claims (established pursuant to the agreements of each entity consolidated by the Company) for significant assets, liabilities or interests
covered by insurance and their respective total R$900,000 for operational risks (including
business interruption) and R$75,000 for general civil liability.
The independent auditors' scope of
work does not cover reviewing the sufficiency of the insurance coverage, which was determined by the Company's Management and which it
considers sufficient to cover potential claims.
The Company is subject to compliance
with national legislation related to combating corruption, in particular Law No. 12,846/2013 and Decree No. 11,129/2022, as well as foreign
legislation relating to the same topic in the jurisdictions in which it operates as a securities issuer and securities, more specifically
the US Foreign Corrupt Practice Act – FCPA of 1977.
Violations of legislation aimed at
combating corruption may result in financial penalties, damage to reputation and other legal consequences that may negatively affect the
Company's activities, the results of its operations or its financial condition.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
The Company has internal policies
and procedures designed to prevent, detect and remedy non-compliance with these laws by the Company's directors, officers, partners, executives,
representatives and service providers and develops and implements initiatives to ensure continuous improvement of its Compliance Program,
through a robust organizational and governance structure that guarantees operations based on ethics, transparency and respect for applicable
laws and regulations.
As a result of the Company's commitment
to maintaining a robust Compliance Program, the Company obtained the DSC 10,000 certificate - Guidelines for the Compliance System (valid
until December 14, 2024) in the years 2020, 2021, 2022 and 2023. The certificate DSC 10.00 highlights the evolution of its Compliance
Program over the last few years. Furthermore, in 2023, the Company also received Pro Ética recognition, an initiative by the Comptroller
General of the Union (CGU) and the Ethos Institute to encourage the voluntary adoption of integrity measures by companies and, thus, reward
those that are committed to implementing actions aimed at preventing, detecting and remediating acts of corruption and fraud.
| 32. | SUPPLEMENTAL CASH FLOW INFORMATION |
The following is a reconciliation
of the consolidated cash flow financing activities for the nine months ended March 31, 2024, and 2023.
|
|
Consolidated |
|
|
|
|
Cash flows from financing activities |
|
Cash flows from operating activities |
|
Financing activities not involving cash and cash equivalents |
|
|
|
|
Balance on December 31, 2023 |
|
Entries |
|
Write-offs (payments) |
|
Write-offs (payments) |
|
Financial charges, foreign exchange variation |
|
Additions (cancellations) of leases contracts and supplier financing |
|
Interim and unclaimed dividends and interest on equity |
|
Balance on March 31, 2024 |
Interim dividends and interest on equity |
|
2,247,884 |
|
— |
|
(164) |
|
— |
|
— |
|
— |
|
255,000 |
|
2,502,720 |
Financing |
|
30,025 |
|
32,000 |
|
— |
|
(2,163) |
|
2,163 |
|
— |
|
— |
|
62,025 |
Leases |
|
13,596,039 |
|
— |
|
(650,504) |
|
(388,841) |
|
403,361 |
|
499,885 |
|
— |
|
13,459,940 |
Debentures |
|
3,721,589 |
|
— |
|
— |
|
(237,924) |
|
103,349 |
|
— |
|
— |
|
3,587,014 |
Liabilities for the acquisition of a company |
|
88,888 |
|
— |
|
— |
|
— |
|
2,043 |
|
— |
|
— |
|
90,931 |
5G Licences |
|
1,300,686 |
|
— |
|
— |
|
— |
|
24,929 |
|
— |
|
— |
|
1,325,615 |
Derivative financial instruments |
|
9,415 |
|
|
|
216 |
|
456 |
|
(1,054) |
|
— |
|
— |
|
9,033 |
Total |
|
20,994,526 |
|
32,000 |
|
(650,452) |
|
(628,472) |
|
534,791 |
|
499,885 |
|
255,000 |
|
21,037,278 |
|
|
Consolidated |
|
|
|
Cash flows from financing activities |
|
Cash flows from operating activities |
|
Financing activities not involving cash and cash equivalents |
|
|
|
|
Balance on December 31, 2022 |
|
Write-offs (payments) |
|
Write-offs (payments) |
|
Financial charges, foreign exchange variation |
|
Additions (cancellations) of leases contracts and supplier financing |
|
Business combination |
|
Interim and unclaimed dividends and interest on equity |
|
Balance on March 31, 2023 |
Interim dividends and interest on equity |
|
3,187,417 |
|
(1,316) |
|
— |
|
— |
|
— |
|
— |
|
337,943 |
|
3,524,044 |
Financing |
|
1,073,090 |
|
(3) |
|
— |
|
(2,413) |
|
— |
|
— |
|
— |
|
1,070,674 |
Leases |
|
12,032,603 |
|
(573,765) |
|
(357,396) |
|
335,255 |
|
352,623 |
|
— |
|
— |
|
11,789,320 |
Debentures |
|
3,736,833 |
|
— |
|
(253,524) |
|
123,583 |
|
— |
|
— |
|
— |
|
3,606,892 |
Liabilities for the acquisition of a company |
|
615,299 |
|
(18,426) |
|
(4,973) |
|
11,741 |
|
— |
|
26,007 |
|
— |
|
629,648 |
5G Licences |
|
1,843,971 |
|
— |
|
— |
|
41,601 |
|
— |
|
— |
|
— |
|
1,885,572 |
Derivative financial instruments |
|
6,118 |
|
(22,191) |
|
180 |
|
86,699 |
|
— |
|
— |
|
— |
|
70,806 |
Total |
|
22,495,331 |
|
(615,701) |
|
(615,713) |
|
596,466 |
|
352,623 |
|
26,007 |
|
337,943 |
|
22,576,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
| 33. | CONTRACTUAL COMMITMENTS AND GUARANTEES |
a)
Contractual commitments
The Company has unrecognized contractual
commitments arising from the purchase of goods and services, which mature on several dates, with monthly payments.
March 31, 2024, the total consolidated
nominal values equivalent to the full contract period were:
Periods |
|
Consolidated |
1 to 12 months |
|
1,007,759 |
13 to 24 months |
|
670,131 |
25 to 36 months |
|
402,971 |
37 to 48 months |
|
323,466 |
49 to 60 months |
|
287,118 |
From 61 months |
|
610,700 |
Total(1) |
|
3,302,145 |
| (1) | Includes R$118,000, referring to
contracts for the provision of security services with Telefónica Cybersecurity Tech, S.L.U. (“CyberCo”) and its subsidiaries,
companies of the Telefónica Group. |
b)
Guarantees
On March 31, 2024, the Company had
guarantees for several commitments with ANATEL, suppliers and legal proceedings:
|
|
Consolidated |
Insurance of guarantee(1) |
|
27,560,630 |
Letters of guarantee (Note 31.d.4) |
|
5,040,516 |
Judicial deposits and garnishments (Note 10) |
|
2,930,472 |
Property and equipment (Note 13.d) |
|
102,067 |
Blocked financial investments – Legal proceedings (Note 4) |
|
33,366 |
Total |
|
35,667,051 |
| (1) | Refer to amounts of insurance contracted
to ensure the continuity of the discussion of lawsuits (note
19). |
a) Declaration of
Interest on Equity
At a meeting held on April 16, 2024,
the Company's Board of Directors approved the declaration of interest on equity (“IOE”), in accordance with article 26 of
the Company's Bylaws, article 9 of Law no. 9,249/1995 and CVM Resolution No. 143/2022, in the gross amount of R$380,000, equivalent to
0.22994292518 per common share, corresponding to a net income tax amount at source of R$323,000, equivalent to 0.19545148641 per share
ordinary, calculated based on the balance sheet as of March 31, 2024.
Telefônica Brasil S.A. | (A free translation of the original in Portuguese) |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED QUARTERLY INFORMATION |
Three-month period ended March 31, 2024 |
(In thousands of Reais, unless otherwise stated) |
As provided for in article 26 of the
Company's Bylaws, such interest will be attributed to the mandatory dividend for the fiscal year ending on December 31, 2024, ad referendum
of the Ordinary General Meeting of Shareholders to be held in 2025.
Payment of these proceeds will be
made by April 30, 2025, on a date to be defined by the Company's Board of Directors, and will be credited individually to each shareholder,
subject to the shareholding position recorded in the Company's records at the end of April 29, 2024.
The JSCP values per
share may undergo adjustments to be determined considering the Company's shareholding base to be verified on April 29, 2024 due to possible
acquisitions of shares within the Company's Share Buyback Program in force.
b) Confirmation
of the amount to be paid for the Capital Reduction
On April 10, 2024, the Company informed
its shareholders that there were no acquisitions, disposals or cancellations of shares held in treasury within the scope of the Company's
Share Buyback Program. Therefore, the unit value per common share issued by the Company of R$0.90766944153, to be paid as a result of
this Reduction remains unchanged, according to the Material Fact of April 4, 2024.
c) Adherence to
the State of São Paulo Amnesty Program – Law 17,843/2023
The Government of the State of São
Paulo established, through Law 17,843/2023, the tax transaction, which is a debt settlement and installment program offered to taxpayers
to promote the regularization of debts with discounts (“Amnesty Program”). The deadline for joining the Amnesty Program is
April 30, 2024.
Based on the aforementioned Law, the
State Attorney General's Office (“PGE”) published notice no. 01/2024 enabling the transaction of ICMS debts, on which late
payment interest is charged, higher than the SELIC, as long as in judicial discussion with title executive (registration in Active State
Debt).
The current discounts are 100% of
late payment interest and 50% of the remaining balance, limited to the principal amount of the debt. Fees will be charged to PGE on the
total amount.
On April 22, 2024, the Company's Management,
based on the opinion of its legal advisors, adhered to the Amnesty Program, for processes related to ICMS, within the requirements of
the Law, based on the provisioned amount of R$727.8 million, which under the rules of the Amnesty Program will be reduced to R$371.1 million.
Of this amount, the Company will offset a judicial deposit of R$38.7 million, leaving R$332.4 million to be paid in up to 60 installments
adjusted by the SELIC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TELEFÔNICA BRASIL S.A. |
Date: |
May 8, 2024 |
|
By: |
/s/ João Pedro Carneiro |
|
|
|
|
Name: |
João Pedro Carneiro |
|
|
|
|
Title: |
Investor Relations Director |
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