COPEL [E/O] CRC: 52209 JB: Y88023 PN: 001.00.00.00 SN: 0 Ed#: 5 Y88023.SUB, Docname: 20-F, Doc: 1, Page: 1 *Y88023/001/5* Description: Form 20-F EDGAR 2
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BOWNE INTEGRATED TYPESETTING SYSTEM Site: (BNY) BOWNE OF NEW YORK Phone: (212)924-5500 Operator: BNY30457T Date: 3-JUL-2003 11:59:21.91 Name: LAT COPEL [E/O] CRC: 52209 JB: Y88023 PN: 001.00.00.00 SN: 0 Ed#: 5 Y88023.SUB, DocName: 20-F, Doc: 1, Page: 1 *Y88023/001/5* Description: Form 20-F EDGAR 2 As Filed with the Securities and Exchange Commission on June 30, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number: 001-14668 COMPANHIA PARANAENSE DE ENERGIA – COPEL (Exact Name of Registrant as Specified in Its Charter) Energy Company of Paraná The Federative Republic of Brazil (Translation of Registrant’s Name into English) (Jurisdiction of Incorporation or Organization) Rua Coronel Dulcídio, 800 80420-170 Curitiba, Paraná, Brazil (Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each ExchangeOnWhichRegistered Class B Shares, without par value* New York Stock Exchange American Depositary Shares (as evidenced by American Depositary New York Stock Exchange Receipts), each representing 1,000 Class B Shares * Not for trading, but only in connection with the listing of American Depositary Shares on the New York Stock Exchange. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by this Annual Report: 145,031,080,782 Common Shares, without par value 406,977,641 Class A Preferred Shares, without par value 128,217,317,847 Class B Preferred Shares, without par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 Item 18 ⌧ BOWNE INTEGRATED TYPESETTING SYSTEM Site: (BNY) BOWNE OF NEW YORK Phone: (212)924-5500 Operator: BNY30457T Date: 3-JUL-2003 11:59:21.91 Name: LAT COPEL [E/O] CRC: 36150 JB: Y88023 PN: 002.00.00.00 SN: 0 Ed#: 6 Y88023.SUB, DocName: 20-F, Doc: 1, Page: 2 *Y88023/002/6* Description: Form 20-F EDGAR 2 Table Of Contents Page Presentation Of Information ii Forward-Looking Statements ii Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Selected Financial Data 1 Exchange Rates 3 Risk Factors 4 Item 4. Information on the Company 12 The Company 12 The Brazilian Electric Power Industry 32 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 57 Item 7. Major Shareholders and Related Party Transactions 62 Related Party Transactions 64 Item 8. Financial Information 65 Legal Proceedings 65 Dividend Payments 67 Item 9. The Offer and Listing 69 Item 10. Additional Information 74 Memorandum And Articles Of Association 74 Exchange Controls 78 Taxation 79 Dividends And Paying Agent 85 Documents On Display 85 Item 11. Quantitative and Qualitative Disclosures about Market Risk 86 Item 12. Description of Securities Other than Equity Securities 87 Item 13. Defaults, Dividend Arrearages and Delinquencies 87 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 87 Item 15. Controls and Procedures 87 Item 16. [Reserved] 87 Item 17. Not applicable 87 Item 18. Financial Statements 87 Item 19. Exhibits 88 Index Of Defined Terms 89 Technical Glossary 90 i BOWNE INTEGRATED TYPESETTING SYSTEM Site: (BNY) BOWNE OF NEW YORK Phone: (212)924-5500 Operator: BNY30457T Date: 3-JUL-2003 11:59:21.91 Name: LAT COPEL [E/O] CRC: 46940 JB: Y88023 PN: 003.00.00.00 SN: 0 Ed#: 1 Y88023.SUB, DocName: 20-F, Doc: 1, Page: 3 *Y88023/003/1* Description: Form 20-F EDGAR 2 PRESENTATION OF INFORMATION In this Annual Report, we refer to Companhia Paranaense de Energia – COPEL, a mixed capital corporation (sociedade anônima de economia mista) organized under the laws of Brazil as “Copel”, the “Company,” “we” or “us” and, unless the context otherwise requires, its consolidated subsidiaries. References to (1) the “real,” “reais” or “R$” are to Brazilian reais (plural) and the Brazilian real (singular) and (2) “U.S. dollars,” “dollars” or “U.S.$” are to United States dollars. The audited consolidated financial statements of Copel as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 included in this Annual Report (the “Financial Statements”) have been prepared in accordance with the accounting principles determined by Law No. 6,404, as amended (the “Brazilian Corporate Law Method”), which differs in certain material respects from U.S. generally accepted accounting principles (“U.S. GAAP”). See Note 31 to the Financial Statements. As described in Note 31 to the Financial Statements, all the financial information for the year 2000 of the Financial Statements have been restated to be in accordance with the Brazilian Corporate Law Method. This Annual Report is presented in reais. On June 20, 2003, the commercial selling rate for reais was R$2.8933 to U.S.$1.00. References in this Annual Report to the “Common Shares,” “Class A Shares” and “Class B Shares” are to our common shares, class A preferred shares and class B preferred shares, respectively. References to “American Depositary Shares” or “ADSs” are to American Depositary Shares, each representing 1,000 Class B Shares. The ADSs are evidenced by American Depositary Receipts (“ADRs”). Certain terms are defined the first time they are used in this Annual Report. The “Index of Defined Terms” that begins on page 88 lists those terms and where they are defined. As used herein, all references to “GW” and “GWh” are to gigawatts and gigawatt hours, respectively, references to “kW” and “kWh” are to kilowatts and kilowatt hours, respectively, references to “MW” and “MWh” are to megawatts and megawatt hours, respectively, and references to “kV” are to kilovolts. These and other technical terms are defined in the “Technical Glossary” that begins on page 89. FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements. We may also make written or oral forward-looking statements in our annual report to shareholders, in our proxy statements, in our offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to: • Brazilian political and economic conditions; ii BOWNE INTEGRATED TYPESETTING SYSTEM Site: (BNY) BOWNE OF NEW YORK Phone: (212)924-5500 Operator: BNY30457T Date: 3-JUL-2003 11:59:21.91 Name: LAT COPEL [E/O] CRC: 54211 JB: Y88023 PN: 004.00.00.00 SN: 0 Ed#: 1 Y88023.SUB, DocName: 20-F, Doc: 1, Page: 4 *Y88023/004/1* Description: Form 20-F EDGAR 2 • Economic conditions in the State of Paraná; • Developments in other emerging market countries; • Our ability to obtain financing; • Lawsuits; • Technical and operational difficulties related to the provision of electricity services; • Changes in, or failure to comply with, governmental regulations; • Competition; • Electricity shortages; and • Other factors discussed below under “—Risk Factors.” All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this Annual Report. iii BOWNE INTEGRATED TYPESETTING SYSTEM Site: (BNY) BOWNE OF NEW YORK Phone: (212)924-5500 Operator: BNY30457T Date: 3-JUL-2003 11:59:21.91 Name: LAT COPEL [E/O] CRC: 11154 JB: Y88023 PN: 005.00.00.00 SN: 0 Ed#: 3 Y88023.SUB, DocName: 20-F, Doc: 1, Page: 5 *Y88023/005/3* Description: Form 20-F EDGAR 2 Item 1. Identity of Directors, Senior Management and Advisers Not Applicable. Item 2. Offer Statistics and Expected Timetable Not Applicable. Item 3. Key Information SELECTED FINANCIAL DATA The following tables present selected consolidated financial information for Companhia Paranaense de Energia – COPEL. You should read the selected financial information presented below in conjunction with the Financial Statements and the notes thereto. Deloitte Touche Tohmatsu audited the Financial Statements as of December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000, and their reports on the Financial Statements appear elsewhere in this Annual Report. The selected financial data as of December 31, 2002 and 2001 and for years ended December 31, 2002, 2001 and 2000 have been derived from our audited Financial Statements and notes thereto included elsewhere in this Annual Report.