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EDENOR Regulatory Filings 2017

May 18, 2017

32412_ffr_2017-05-18_aa323f09-4c83-4695-bcb9-77b5663d31d1.zip

Regulatory Filings

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6-K 1 ednfs1q17_6k.htm FORM 6-K ednfs1q17_6k.htm - Generated by SEC Publisher for SEC Filing

CONDENSED INTERIM FINANCIAL STATEMENTS

AS OF MARCH 31, 2017 AND FOR THE

THREE-MONTH PERIOD ENDED MARCH 31, 2017

PRESENTED IN COMPARATIVE FORM

Legal Information 1
Condensed Interim Statement of Financial Position 2
Condensed Interim Statement of Comprehensive Income 4
Condensed Interim Statement of Changes in Equity 5
Condensed Interim Statement of Cash Flows 6
Notes to the Condensed Interim Financial Statements:
1 | General information 8
2 | Regulatory framework 9
3 | Basis of preparation 11
4 | Accounting policies 12
5 | Financial risk management 12
6 | Critical accounting estimates and judgments 14
7 | Contingencies and lawsuits 15
8 | Property, plant and equipment 16
9 | Other receivables 18
10 | Trade receivables 18
11 | Financial assets at fair value through profit or loss 19
12 | Financial assets at amortized cost 19
13 | Cash and cash equivalents 19
14 | Share capital and additional paid-in capital 20
15 | Allocation of profits 20
16 | The Company’s Share-based Compensation Plan 20
17 | Trade payables 21
18 | Other payables 21
19 | Borrowings 22
20 | Salaries and social security taxes payable 22
21 | Income tax and tax on minimum presumed income / Deferred tax 22
22 | Tax liabilities 24
23 | Provisions 24
24 | Revenue from sales 24
25 | Expenses by nature 25
26 | Other operating expense, net 26
27 | Net financial expense 26
28 | Basic and diluted earnings (loss) per share 27
29 | Related-party transactions 27
30 | CTLL – EASA – IEASA Merger process 28
31 | Events after the reporting period 29
Additional information required by Section No. 12 (CNV) 30
Informative summary 35
Independent Auditors’ Report
Supervisory Committee’s Report

Glossary of Terms

The following definitions, which are not technical ones, will help readers understand some of the terms used in the text of the notes to the Company’s Condensed Interim Financial Statements.

Terms Definitions
CAMMESA Compañía Administradora del Mercado Mayorista Eléctrico S.A. (the company in charge of the regulation and operation of the wholesale electricity market)
CNV National Securities Commission
CSJN Supreme Court of Justice of Argentina
CTLL Central Térmica Loma de la Lata S.A.
EASA Electricidad Argentina S.A.
Edenor S.A Empresa Distribuidora y Comercializadora Norte S.A.
Edesur S.A Empresa Distribuidora Sur S.A.
ENRE National Regulatory Authority for the Distribution of Electricity
FOCEDE Fund for Electric Power Distribution Expansion and Consolidation Works
FOTAE Trust for the Management of Electricity Power Transmission Works
IAS International Accounting Standards
IASB International Accounting Standards Board
IEASA IEASA S.A.
IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standards
MEyM Energy and Mining Ministry
MMC Cost Monitoring Mechanism
OSV Orígenes Seguros de Vida S.A.
PEN Federal Executive Power
PEPASA Petrolera Pampa S.A.
PESA Pampa Energía S.A.
PISA Pampa Inversiones S.A.
PYSSA Préstamos y Servicios S.A.
RTI Tariff Structure Review
SACME S.A. Centro de Movimiento de Energía
SE Energy Secretariat
SEGBA Servicios Eléctricos del Gran Buenos Aires S.A.
VAD Distribution Added Value

Legal Information

Corporate name: Empresa Distribuidora y Comercializadora Norte S.A.

Legal address: 6363 Del Libertador Ave., City of Buenos Aires

Main business: Distribution and sale of electricity in the area and under the terms of the Concession Agreement by which this public service is regulated.

Date of registration with the Public Registry of Commerce :

  • of the Articles of Incorporation: August 3, 1992

  • of the last amendment to the By-laws: May 28, 2007

Term of the Corporation : August 3, 2087

Registration number with the “Inspección General de Justicia” (the Argentine governmental regulatory agency of corporations) : 1,559,940

Parent company: Electricidad Argentina S.A. (EASA) – See Note 28

Legal address: Maipú 1, City of Buenos Aires

Main business of the parent company: Investment in Edenor S.A.’s Class “A” shares and rendering of technical advisory, management, sales, technology transfer and other services related to the distribution of electricity.

Interest held by the parent company in capital stock and votes: 51.44%

CAPITAL STRUCTURE

AS OF MARCH 31, 2017

(amounts stated in pesos)

Class of shares Subscribed and paid-in (See Note 13)
Common, book-entry shares, face value 1 and 1 vote per share
Class A 462,292,111
Class B (1) 442,210,385
Class C (2) 1,952,604
906,455,100

(1) Includes 7,794,168 and 9,412,500 treasury shares as of March 31, 2017 and December 31, 2016, respectively.

(2) Relates to the Employee Stock Ownership Program Class C shares that have not been transferred.

1

Edenor S.A.

Condensed Interim Statement of Financial Position

as of March 31, 2017 presented in comparative form

( Stated in thousands of pesos )

Note 03.31.17 12.31.16
ASSETS
Non-current assets
Property, plant and equipment 8 11,857,197 11,196,990
Interest in joint ventures 435 435
Deferred tax asset 21 1,089,431 1,019,018
Other receivables 9 49,461 50,492
Financial assets at amortized cost 12 - 44,429
Total non-current assets 12,996,524 12,311,364
Current assets
Inventories 263,994 287,810
Other receivables 9 180,944 179,308
Trade receivables 10 4,592,609 3,901,060
Financial assets at fair value through profit or loss 11 1,622,093 1,993,915
Financial assets at amortized cost 12 45,835 1,511
Cash and cash equivalents 13 68,660 258,562
Total current assets 6,774,135 6,622,166
TOTAL ASSETS 19,770,659 18,933,530

2

Edenor S.A.

Condensed Interim Statement of Financial Position

as of March 31, 2017 presented in comparative form (continued)

( Stated in thousands of pesos )

Note 03.31.17 12.31.16
EQUITY
Share capital and reserve attributable to the owners of the Company
Share capital 14 898,661 897,043
Adjustment to share capital 14 399,495 397,716
Additional paid-in capital 14 45,771 3,452
Treasury stock 14 7,794 9,412
Adjustment to treasury stock 14 8,568 10,347
Legal reserve 73,275 73,275
Opcional reserve 176,061 176,061
Other reserve - 20,346
Other comprehensive loss (37,172) (37,172)
Accumulated losses (767,265) (1,188,648)
TOTAL EQUITY 805,188 361,832
LIABILITIES
Non-current liabilities
Trade payables 17 236,642 232,912
Other payables 18 5,241,382 5,103,326
Borrowings 19 2,682,501 2,769,599
Deferred revenue 199,799 199,990
Salaries and social security payable 20 99,574 94,317
Benefit plans 283,574 266,087
Tax payable 21 305,522 -
Tax liabilities 22 369 680
Provisions 23 377,825 341,357
Total non-current liabilities 9,427,188 9,008,268
Current liabilities
Trade payables 17 7,135,200 6,821,061
Other payables 18 143,616 134,759
Borrowings 19 118,190 53,684
Deferred revenue 764 764
Salaries and social security payable 20 847,598 1,032,187
Benefit plans 33,372 33,370
Tax payable 21 142,699 155,205
Tax liabilities 22 1,012,077 1,244,488
Provisions 23 104,767 87,912
Total current liabilities 9,538,283 9,563,430
TOTAL LIABILITIES 18,965,471 18,571,698
TOTAL LIABILITIES AND EQUITY 19,770,659 18,933,530

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

3

Edenor S.A.

Condensed Interim Statement of Comprehensive Income

for the three-month period ended March 31, 2017

presented in comparative form

( Stated in thousands of pesos )

Note three months at — 03.31.17 03.31.16
Revenue 24 5,366,635 2,990,120
Electric power purchases (2,533,581) (1,317,315)
Subtotal 2,833,054 1,672,805
Transmission and distribution expenses 25 (1,047,849) (1,324,825)
Gross loss 1,785,205 347,980
Selling expenses 25 (498,629) (288,008)
Administrative expenses 25 (329,381) (228,709)
Other operating expense, net 26 (140,559) (105,557)
Operating profit/(loss) before income from provisional remedies, higer costs recognition and SE Resolution 32/15 816,636 (274,294)
Income recognition on account of the RTI - SE Resolution 32/15 - 431,047
Higher cost recognition – SE Resolution 250/13 and subsequent Notes - 81,512
Operating profit 816,636 238,265
Financial income 27 59,444 26,106
Financial expenses 27 (348,486) (343,639)
Other financial results 27 128,898 (133,190)
Net financial expense (160,144) (450,723)
Profit/(loss) before taxes 656,492 (212,458)
Income tax 21 (235,109) 87,421
Profit/(loss) for the period 421,383 (125,037)
Basic and diluted earnings profit/(loss) per share:
Basic and diluted earnings profit/(loss) per share 28 0.47 (0.14)

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

4

Edenor S.A.

Condensed Interim Statement of Changes in Equity

for the three-month period ended March 31, 2017

presented in comparative form

( Stated in thousands of pesos )

Share capital Adjustment to share capital Treasury stock Adjust- ment to treasury stock Additional paid-in capital Legal reserve Opcional reserve Other reserve Other comprehesive loss Accumulated deficit Total equity
Balance at December 31, 2015 897,043 397,716 9,412 10,347 3,452 - - - (42,253) 249,336 1,525,053
Loss for the three-month period - - - - - - - - - (125,037) (125,037)
Balance at December 31, 2016 897,043 397,716 9,412 10,347 3,452 - - - (42,253) 124,299 1,400,016
Ordinary and Extraordinary Shareholders’ Meeting held on 04.28.2016 - - - - - 73,275 176,061 - - (249,336) -
Other reserve constitution - Share-bases compensation plan (Note 16) - - - - - - - 20,346 - - 20,346
Loss for the nine-month complementary period - - - - - - - - (1,063,611) (1,063,611)
Other comprehensive results for the year - - - - - - - - 5,081 - 5,081
Balance at December 31, 2016 897,043 397,716 9,412 10,347 3,452 73,275 176,061 20,346 (37,172) (1,188,648) 361,832
Increase of Other reserve constitution - Share-bases compensation plan (Note 16) - - - - - - - 21,973 - - 21,973
Payment of Other reserve constitution - Share-bases compensation plan (Note 16) 1,618 1,779 (1,618) (1,779) 42,319 - - (42,319) - - -
Profit for the three-month period - - - - - - - - - 421,383 421,383
Balance at March 31, 2017 898,661 399,495 7,794 8,568 45,771 73,275 176,061 - (37,172) (767,265) 805,188

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

5

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2017

presented in comparative form

( Stated in thousands of pesos )

Note three months at — 03.31.17 03.31.16
Cash flows from operating activities
Profit (Loss) for the period 421,383 (125,037)
Adjustments to reconcile net (loss) profit to net cash flows from operating activities:
Depreciation of property, plants and equipments 25 97,474 81,929
Loss on disposals of property, plants and equipments 2,693 1,003
Net accrued interest 27 288,281 316,776
Exchange difference 27 (73,945) 327,384
Income tax 21 235,109 (87,421)
Allowance for the impairment of trade and other receivables, net of recovery 25 50,373 10,681
Adjustment to present value of receivables 27 74 (289)
Provision for contingencies 66,270 60,093
Other expenses - FOCEDE - 13,975
Changes in fair value of financial assets 27 (58,250) (198,760)
Accrual of benefit plans 25 25,170 20,643
Higher cost recognition – SE Resolution 250/13 and subsequent Notes - (81,512)
Net gain from the repurchase of Corporate Bonds 27 - (42)
Income from non-reimbursable customer contributions (191) (191)
Other reserve constitution - Share bases compensation plan 16 21,973 -
Changes in operating assets and liabilities:
(Increase) in trade receivables (699,073) (1,399,856)
Decrease in other receivables 10,029 805,452
Decrease in inventories 23,816 18,057
Increase in deferred revenue - 13,764
Increase in trade payables 143,519 237,394
Decrease in salaries and social security payable (179,333) (152,645)
Decrease in benefit plans (7,682) (8,811)
(Decrease) Increase in tax liabilities (246,316) 103,572
Increase in other payables 31,504 538,812
Decrease in provisions 23 (12,947) (11,216)
Net cash flows generated by operating activities 139,931 483,755

6

Edenor S.A.

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2017

presented in comparative form (continued)

( Stated in thousands of pesos )

Note three months at — 03.31.17 03.31.16
Cash flows from investing activities
Payment of property, plants and equipments (742,941) (427,961)
Collection of Financial assets 390,322 47,418
Payments of Financial assets (546,518) (41,662)
Redemtion (Subscription) net of money market funds 570,845 (14,100)
Collection of receivables from sale of subsidiaries 1,606 1,962
Net cash flows used in investing activities (326,686) (434,343)
Cash flows from financing activities
Payment of principal on loans - (4,475)
Net cash flows (used in) / generated by financing activities - (4,475)
(Decrease) Increase in cash and cash equivalents (186,755) 44,937
Cash and cash equivalents at the beginning of year 13 258,562 128,952
Exchange differences in cash and cash equivalents (3,147) (2,613)
(Decrease) Increase in cash and cash equivalents (186,755) 44,937
Cash and cash equivalents at the end of the period 13 68,660 171,276
Supplemental cash flows information
Non-cash activities
Financial costs capitalized in property, plants and equipments 8 (65,077) (61,653)
Acquisitions of property, plant and equipment through increased trade payables (158,112) (139,168)

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

7

Nota 1 | General information

History and development of the Company

Edenor S.A. was organized on July 21, 1992 by Executive Order No. 714/92 in connection with the privatization and concession process of the distribution and sale of electric power carried out by SEGBA.

By means of an International Public Bidding, the PEN awarded 51% of the Company’s capital stock, represented by the Class "A" shares, to the bid made by EASA, the parent company of Edenor S.A. The award as well as the transfer contract were approved on August 24, 1992 by Executive Order No. 1,507/92 of the PEN.

On September 1, 1992, EASA took over the operations of Edenor S.A.

The corporate purpose of Edenor S.A. is to engage in the distribution and sale of electricity within the concession area. Furthermore, among other activities, the Company may subscribe or acquire shares of other electricity distribution companies, subject to the approval of the regulatory agency, assign the use of the network to provide electricity transmission or other voice, data and image transmission services, and render advisory, training, maintenance, consulting, and management services and know-how related to the distribution of electricity both in Argentina and abroad. These activities may be conducted directly by Edenor S.A. or through subsidiaries or related companies. In addition, the Company may act as trustee of trusts created under Argentine laws.

The Company’s economic and financial situation

In fiscal year 2016, the Company recorded, as it did in fiscal years 2012 and 2014, negative operating and net results, thus deteriorating once again its economic and financial situation, which had temporarily improved in fiscal year 2015 as a consequence of the issuance by the SE of Resolution No. 32/15, which addressed the need for the adjustment of the distribution companies’ resources and considered that the adoption of urgent and interim measures was necessary in order to maintain the normal provision of the public service, object of the concession.

This imbalance in the business equation was caused by the delay in the compliance with certain obligations under the Adjustment Agreement, especially with regard to both the recognition of the semiannual rate adjustments resulting from the MMC, and the carrying out of the RTI, mitigated by the adoption of certain interim measures.

In that regard, the Company has absorbed the higher costs associated with the provision of the service and complied with the execution of the investment plan and the carrying out of the essential operation and maintenance works that are necessary to maintain the provision of the public service in a satisfactory manner in terms of quality and safety, which, in a context of constant increase in the demand for electricity, has deteriorated the Company’s economic and financial equation over all these years.

As part of the measures aimed at the restructuring of the electricity sector, in January 2016, the MEyM issued Resolutions Nos. 6 and 7 and the ENRE its Resolution No. 1, which approved a new electricity rate system that reflected the new generation cost and sought to partially adjust the Distribution companies’ revenue in order for them to be able to cover their operating costs and make investments.

8

At the same time, the aforementioned MEyM Resolution No. 7/16 repealed SE Resolution No. 32/15, pursuant to which the government grant mentioned in the first paragraph of this Note had been granted, and instructed the ENRE to take all the necessary steps to conclude the RTI before December 31, 2016. In this regard, the ENRE issued the Resolution that approved the program for the Review of the distribution tariff, establishing the criteria and methodologies for the process. As a result, on October 28, 2016, the public hearing necessary to define the electricity rate schedule for the next period was held and the new electricity rate schedule, effective as from February 1, 2017, was issued by means of ENRE Resolution No. 63/17 (Note 2.a).

Considering the application of the RTI as from February 1, 2017, the Company’s Board of Directors is optimistic that the new electricity rates will result in the Company’s operating once again under a regulatory framework with clear and precise rules, which will make it possible not only to cover the operation costs, afford the investment plans and meet debt interest payments, but also to deal with the impact of the different variables that affect the Company’s business.

As of March 31, 2017, the result of operations for the three-month period amounts to $ 0.4 billion– profit-, whereas the working capital totals $ 2.8 billion – deficit-, which includes the amount owed to CAMMESA for $ 3.9 billion (principal plus interest accrued as of March 31, 2017). The Company has submitted a payment plan proposal based on its available and projected cash flows, in respect of which no reply from CAMMESA has been received at the date of issuance of these condensed interim financial statements.

Nota 2 | Regulatory framework

At the date of issuance of these condensed interim financial statements, the changes with respect to the situation reported by the Company as of December 31, 2016 are the following:

a) Tariff Structure Review

On January 31, 2017, the ENRE issued Resolution No. 63/17, pursuant to which it determined the definitive Electricity Rate Schedules, the review of costs, the required quality levels, and all the other rights and obligations that are to be applied and complied with by the Company as from February 1, 2017. The above-mentioned regulation was adapted by the ENRE by means of the issuance of Resolutions Nos. 81/17, 82/17, and 92/17, and Note No. 124,898.

The aforementioned Resolution states that the ENRE, as instructed by the MEyM, shall limit the increase in the VAD resulting from the RTI process and applicable as from February 1, 2017, to a maximum of 42%, as compared to the VAD in effect at the date of issuance of the aforementioned resolution, with the remaining value of the new VAD being applied in two stages, the first of them in November 2017 and the last one in February 2018. Additionally, the ENRE shall recognize and allow the Company to bill the VAD difference arising as a consequence of the gradual application of the tariff increase recognized in the RTI in 48 installments as from February 1, 2018, which will be incorporated into the VAD’s value resulting as of that date. As of March 31, 2017, the amount arising from the aforementioned limitation and not recognized by the Company in these condensed interim financial statements amounts approximately to $ 933.2 million.

9

Despite the previously described progress achieved with regard to the completion of the RTI process, at the date of issuance of these condensed interim financial statements, the definitive treatment to be given, by the MEyM, to all the issues resulting from the non-compliance with the Adjustment Agreement, including the remaining balances and other effects caused by the partial measures adopted, has yet to be defined.

These issues, among other, are the following:

i) the treatment to be given to the remaining balances of the amounts received for the fulfillment of the Investment Plan through the loans for consumption (mutuums) granted to cover the insufficiency of the funds deriving from the FOCEDE;

ii) the treatment to be given to the funds disbursed by the Company for the fulfillment of the Investment Plan, not included in i) above;

iii) the conditions for the settlement of the balance outstanding with CAMMESA at the date of issuance of SE Resolution No. 32/15, for which purpose the Company has submitted a payment plan;

iv) the treatment to be given to the Penalties and Discounts whose payment/crediting is pending.

Finally, on April 26, 2017 the Company was notified that the MEyM had provided that, once the RTI process is completed, the SE -with the participation of the Under-Secretariat for Tariff Policy Coordination- and the ENRE, shall determine in a term of 120 days whether any pending obligations exist until the effective date of the electricity rate schedules resulting from the RTI, and in connection with the Adjustment Agreement entered into on February 13, 2006. In such a case, the treatment to be given to those obligations shall also be determined.

b) Penalties

In addition to that which has been mentioned in note 2.c to the financial statements as of December 31, 2016, in relation to the control procedures, the service quality assessment methodologies, and the penalty system applicable as from February 1, 2017 for the 2017 – 2021 period set out by ENRE Resolution No. 63/17, the Regulatory Entity, by Note No. 125,248 dated March 29, 2017, set new penalty determination and adjustment mechanisms, providing for the following:

i) Penalty values shall be determined on the basis of the kwh value, the average electricity rate, the cost of energy not supplied or other economic parameter at the value in effect at the first day of the control period or the value in effect at the date of the penalizable event for penalties arising from specific events.

ii) For all the events that occurred during the transition period (the period between the signing of the Adjustment Agreement and the effective date of the RTI) for which a penalty has not been imposed, penalties shall be adjusted by the consumer price index (IPC) used by the Argentine Central Bank (BCRA) to produce the multilateral real exchange rate index (ITCRM) for the month prior to the end of the control period or that for the month prior to the date of occurrence of the penalizable event for penalties arising from specific events, until the date on which the penalty is imposed. This mechanism is also applicable to the concepts penalized after April 15, 2016 (ENRE Note No. 120,151) and until the effective date of the RTI. This adjustment will be part of the penalty principal amount.

iii) Unpaid penalties will accrue interest at the BNA lending rate for thirty-day discount transactions from the date of the resolution to the date of actual payment, as interest on late payment. In the case of penalties related to Customer service, the calculated amount shall be increased by 50%.

10

iv) Penalties subsequent to February 1, 2017 will be valued at the Kwh value or the cost of energy not supplied of the first day of the control period or of the day of occurrence of the penalizable event for penalties arising from specific events. Those concepts will not be adjusted by the IPC, applying the interest on late payment established in iii) above. Moreover, an additional fine equivalent to twice the amount of the penalty will be determined if payment is not made in due time and manner.

The impact of these new penalty determination and adjustment mechanisms have been quantified by the Company and recognized as of March 31, 2017.

c) Framework agreement

Due to the fact that at the date of these condensed interim financial statements the approvals of the new Framework Agreement for the January 1, 2015 - December 31, 2018 period by both the Federal and the Provincial Governments are still in process, no cumulative revenue has been recognized as of March 31, 2017 for $ 148.1 million.

Nota 3 | Basis of preparation

These condensed interim financial statements for the three-month period ended March 31, 2017 have been prepared in accordance with IFRS issued by the IASB and IFRIC interpretations, incorporated by the CNV.

This condensed interim financial information must be read together with the Company’s financial statements as of December 31, 2016, which have been prepared in accordance with IFRS. These condensed interim financial statements are stated in thousands of Argentine pesos, unless specifically indicated otherwise. They have been prepared under the historical cost convention, as modified by the measurement of financial assets at fair value through profit or loss.

The condensed interim financial statements for the three-month period ended March 31, 2017 have not been audited. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for the period. The result of operations for the three-month period ended March 31, 2017 does not necessarily reflect the Company’s results in proportion to the full fiscal year.

These condensed interim financial statements were approved for issue by the Company’s Board of Directors on May 10, 2017.

Comparative information

The balances as of December 31, 2016 and for the three-month period ended March 31, 2016, disclosed in these condensed interim financial statements for comparative purposes, arise from the financial statements as of those dates.

11

Nota 4 | Accounting policies

The accounting policies adopted for these condensed interim financial statements are consistent with those used in the preparation of the financial statements for the last financial year, which ended on December 31, 2016, except for those mentioned below.

There are no new IFRS or IFRIC applicable as from this period that have a material impact on the Company’s condensed interim financial statements.

These condensed interim financial statements must be read together with the audited financial statements as of December 31, 2016 prepared under IFRS.

Nota 4.1 | New accounting standards, amendments and interpretations issued by the IASB

IAS 7 "Statement of cash flows": It was amended in January 2016. An entity is required to disclose information that will enable users of financial statements to understand changes in liabilities arising from financing activities. This includes changes arising from cash flows, such as drawdowns and repayments of borrowings; and non-cash changes, such as acquisitions, disposals and unrealized exchange differences. It is effective for annual periods beginning on or after January 1, 2017. The application of the amendments will have no impact on the Company’s results of operations or its financial position, it will only imply new disclosures.

IAS 12 “Income taxes”: It was amended in January 2016 to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. The amendments also clarify other aspects related to the accounting for deferred tax assets. The amendments came into effect as from January 1, 2017. Those amendments have had no impact on the Company’s results of operations or its financial position.

Nota 5 | Financial risk management Nota 5.1 | Financial risk factors

The Company’s activities and the market in which it operates expose the Company to a series of financial risks: market risk (including currency risk, cash flows interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk.

There have been no significant changes in risk management policies since the last fiscal year end.

12

Market risks

i. Currency risk

As of March 31, 2017 and December 31, 2016, the Company’s balances in foreign currency are as follow:

Currency Amount in foreign currency Exchange rate (1) Total 03.31.17 Total 12.31.16
ASSETS
CURRENT ASSETS
Other receivables USD 6,169 15.290 94,324 -
Cash and cash equivalents USD 235 15.290 3,593 161,753
EUR 12 16.313 196 200
TOTAL CURRENT ASSETS 6,416 98,113 161,953
TOTAL ASSETS 6,416 98,113 161,953
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings USD 174,302 15.390 2,682,501 2,769,599
TOTAL NON-CURRENT LIABILITIES 174,302 2,682,501 2,769,599
CURRENT LIABILITIES
Trade payables USD 7,796 15.390 119,980 176,506
EUR 11 16.458 181 117
CHF 30 15.378 461 469
NOK 68 1.804 123 126
Borrowings USD 7,680 15.390 118,190 53,684
TOTAL CURRENT LIABILITIES 15,585 238,935 230,902
TOTAL LIABILITIES 189,887 2,921,436 3,000,501

(1) The exchange rates used are the BNA exchange rates in effect as of March 31, 2017 for US Dollars (USD), Euros (EUR), Swiss Francs (CHF) and Norwegian Krones (NOK).

ii. Fair value estimate

The Company classifies the measurements of financial instruments at fair value using a fair value hierarchy that reflects the relevance of the variables used to carry out such measurements. The fair value hierarchy has the following levels:

· Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2 : inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from the prices).

· Level 3 : inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

13

The table below shows the Company’s financial assets measured at fair value as of March 31, 2017 and December 31, 2016 :

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
At March 31, 2017
Assets
Cash and cash equivalents
Money market funds 25,628 - - 25,628
Financial assets at fair value through profit or loss:
Government bonds 524,127 - - 524,127
Other receivables 28,099 - - 28,099
Money market funds 1,097,966 - - 1,097,966
Total assets 1,675,820 - - 1,675,820
At December 31, 2016
Assets
Cash and cash equivalents
Money market funds 61,461 - - 61,461
Financial assets at fair value through profit or loss:
Government bonds 387,279 - - 387,279
Other receivables 28,839 - - 28,839
Money market funds 1,606,636 - - 1,606,636
Total assets 2,084,215 - - 2,084,215

Nota 6 | Critical accounting estimates and judgments

The preparation of the condensed interim financial statements requires the Company’s Management to make estimates and assessments concerning the future, exercise critical judgments and make assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities and revenues and expenses.

These estimates and judgments are permanently evaluated and are based upon past experience and other factors that are reasonable under the existing circumstances. Future actual results may differ from the estimates and assessments made at the date of preparation of these condensed interim financial statements.

Except for that mentioned in Note 2.b, in the preparation of these condensed interim financial statements, there have been no changes in either the critical judgments made by the Company when applying its accounting policies or the information sources of estimation uncertainty with respect to those applied in the financial statements for the year ended December 31, 2016.

14

Nota 7 | Contingencies and lawsuits

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company in the financial statements as of December 31, 2016, expect for the following:

The Company has become aware that on March 28, 2017 the Secretariat of the International Centre for Settlement of Investment Disputes (ICSID) informed through its website that it had registered the discontinuance of the arbitration proceeding commenced in August 2003 by EDF International and EASA, the majority shareholder and parent company of Edenor S.A., in relation to the latter’s failure to comply with the Concession Agreement, as a consequence of the passing of Law No. 25,561 on Economic Emergency and Foreign Exchange System Reform. The claimants’ waiver was a condition under the Company’s Agreement for the Renegotiation of the Concession Agreement (the “Adjustment Agreement”) that was to be fulfilled after the issuance of the electricity rate schedule resulting from the Tariff Structure Review, which was approved by means of ENRE Resolution No. 63/17 dated February 1, 2017 (Note 2.a).

15

Nota 8 | Property, plant and equipment

Lands and buildings Substations High, medium and low voltage lines Meters and Transformer chambers and platforms Tools, Furniture, vehicles, equipment, communications and advances to suppliers Construction in process Supplies and spare parts Total
At 12.31.16
Cost 235,709 2,048,014 6,024,954 2,523,084 1,265,502 3,040,451 162,088 15,299,802
Accumulated depreciation (69,097) (617,062) (2,119,167) (907,145) (390,341) - - (4,102,812)
Net amount 166,612 1,430,952 3,905,787 1,615,939 875,161 3,040,451 162,088 11,196,990
Additions - - - - 33,795 726,366 213 760,374
Disposals (145) - (1,878) (670) - - - (2,693)
Transfers 12,714 49,485 250,995 56,145 (22,191) (347,148) - -
Depreciation for the period (3,956) (13,518) (37,890) (20,172) (21,938) - - (97,474)
Net amount 03.31.17 175,225 1,466,919 4,117,014 1,651,242 864,827 3,419,669 162,301 11,857,197
At 03.31.17
Cost 248,141 2,097,499 6,265,111 2,578,435 1,276,490 3,419,669 162,301 16,047,646
Accumulated depreciation (72,916) (630,580) (2,148,097) (927,193) (411,663) - - (4,190,449)
Net amount 175,225 1,466,919 4,117,014 1,651,242 864,827 3,419,669 162,301 11,857,197

· During the period ended March 31, 2017, direct costs capitalized amounted to $ 74.3 million.

· Financial costs capitalized for the period ended March 31, 2017 amounted to $ 65.1 million.

16

Lands and buildings Substations High, medium and low voltage lines Meters and Transformer chambers and platforms Tools, Furniture, vehicles, equipment, communications and advances to suppliers Construction in process Supplies and spare parts Total
At 12.31.15
Cost 202,381 1,674,336 4,809,485 2,232,104 1,254,245 2,512,113 188,602 12,873,266
Accumulated depreciation (56,376) (576,740) (2,054,733) (839,389) (460,239) - - (3,987,477)
Net amount 146,005 1,097,596 2,754,752 1,392,715 794,006 2,512,113 188,602 8,885,789
Additions - - 15 28 52,515 559,651 16,573 628,782
Disposals - - (405) (598) - - - (1,003)
Transfers 5,119 163,916 221,372 52,687 3,486 (446,580) - -
Depreciation for the period (2,784) (11,505) (29,308) (17,801) (20,531) - - (81,929)
Net amount 03.31.16 148,340 1,250,007 2,946,426 1,427,031 829,476 2,625,184 205,175 9,431,639
At 03.31.16
Cost 207,500 1,838,253 5,028,500 2,284,221 1,310,245 2,625,184 205,175 13,499,078
Accumulated depreciation (59,160) (588,246) (2,082,074) (857,190) (480,769) - - (4,067,439)
Net amount 148,340 1,250,007 2,946,426 1,427,031 829,476 2,625,184 205,175 9,431,639

· During the period ended March 31, 2016, direct costs capitalized amounted to $ 69.2 million.

· Financial costs capitalized for the period ended March 31, 2016 amounted to $ 61.7 million.

17

Nota 9 | Other receivables

Note 03.31.17 12.31.16
Non-current:
- -
Financial credit 42,030 43,636
Related parties 29.d 7,431 6,856
Total Non-current 49,461 50,492
Current:
Prepaid expenses 9,626 3,589
Advances to suppliers 1,946 2,561
Advances to personnel 765 1,701
Security deposits 8,636 8,385
Financial credit 39,721 40,461
Receivables from electric activities 128,442 142,979
Related parties 29.d 766 766
Judicial deposits 12,696 13,546
Other 65 19
Allowance for the impairment of other receivables (21,719) (34,699)
Total Current 180,944 179,308

The carrying amount of the Company’s other financial receivables approximates their fair value.

The other non-current receivables are measured at amortized cost, which does not differ significantly from their fair value.

The roll forward of the allowance for the impairment of other receivables is as follows:

03.31.17 03.31.16
Balance at beginning of year 34,699 16,647
Increase - 1,812
Recovery (12,980) -
Balance at end of the period 21,719 18,459

Nota 10 | Trade receivables

03.31.17 12.31.16
Current:
Sales of electricity - Billed 2,265,157 2,522,265
Sales of electricity – Unbilled 2,585,766 1,582,591
Framework Agreement 10,938 10,938
Fee payable for the expansion of the transportation and others 24,018 22,397
Receivables in litigation 22,847 22,551
Allowance for the impairment of trade receivables (316,117) (259,682)
Total Current 4,592,609 3,901,060

The carrying amount of the Company’s trade receivables approximates their fair value.

The roll forward of the allowance for the impairment of trade receivables is as follows:

18

03.31.17 03.31.16
Balance at beginning of year 259,682 84,562
Increase 63,353 8,869
Decrease (6,918) (10,398)
Balance at end of the period 316,117 83,033

Nota 11 | Financial assets at fair value through profit or loss

03.31.17 12.31.16
Current
Government bonds 524,127 387,279
Money market funds 1,097,966 1,606,636
Total current 1,622,093 1,993,915

Nota 12 | Financial assets at amortized cost

03.31.17 12.31.16
Non-current
Government bonds - 44,429
Total Non-current - 44,429
Current
Government bonds 45,835 1,511
Total Non-current 45,835 1,511

Nota 13 | Cash and cash equivalents

03.31.17 12.31.16 03.31.16
Cash and banks 43,032 197,101 29,898
Money market funds 25,628 61,461 141,378
Total cash and cash equivalents 68,660 258,562 171,276

19

Nota 14 | Share capital and additional paid-in capital

Share capital Additional paid-in capital Total
Balance at December 31, 2015 1,314,518 3,452 1,317,970
Balance at December 31, 2016 1,314,518 3,452 1,317,970
Payment of Other reserve constitution - Share-bases compensation plan (Note 16) - 42,319 42,319
Balance at March 31, 2017 1,314,518 45,771 1,360,289

As of March 31, 2017, the Company’s share capital amounts to 906,455,100 shares, divided into 462,292,111 common, book-entry Class A shares with a par value of one peso each and the right to one vote per share; 442,210,385 common, book-entry Class B shares with a par value of one peso each and the right to one vote per share; and 1,952,604 common, book-entry Class C shares with a par value of one peso each and the right to one vote per share.

Section 206 – Business Organizations Law

As of December 31, 2016, the Company’s losses consumed the reserves and more than 50% of share capital, rendering the Company subject to compliance with the mandatory share capital reduction set forth in section 206 of the Business Organizations Law. However, the issuance of ENRE Resolution No. 63/17, setting a new electricity rate schedule for the Company for the five-year period beginning February 1, 2017 and ending January 31, 2022, resulted, at the closing date of these condensed interim financial statements, in the Company’s being no longer subject to complying with the previously described mandatory reduction. Furthermore, the financial position will largely depend on the development of the exchange rate, the collection of the debts accrued from the Framework Agreement for the Supply of Electricity to Shantytowns, and the level of energy losses, in respect of which strong recovery actions will be taken during the year.

Consequently, the Shareholders’ Meeting has resolved not to carry out the above-mentioned share capital reduction, deferring the decision and instructing the Board of Directors to assess the financial position in the quarters ending March 31, 2017 and June 30, 2017, and, should it be necessary, to call an Extraordinary Shareholders’ Meeting to deal with the issue (Note 31).

Nota 15 | Allocation of profits

Clause 7.4 of the Adjustment Agreement provided that during the Transition period the Company could not distribute dividends without the Regulatory Entity’s prior authorization. This transition period ended on January 31, 2017 with the implementation of the RTI, ENRE Resolution No. 63/17.

Therefore, in the Company’s opinion there exists no regulatory restriction on the distribution of dividends.

Nota 16 | The Company’s Share-based Compensation Plan

In the last months of fiscal year 2016, the Company’s Board of Directors proposed that the treasury shares be used for the implementation of a long-term incentive plan in favor of executive directors, managers or other personnel holding key executive positions in the Company in an employment relationship with the latter and those who in the future are invited to participate, under the terms of section 67 of Law No. 26,831 on Capital Markets. The plan was ratified and approved by the ordinary and extraordinary shareholders’ meeting held on April 18, 2017 (Note 31).

20

At the date of issuance of these condensed interim financial statements, the Company awarded a total of 1,618,332 shares to executive directors and managers as additional remuneration for their performance in special processes developed during fiscal year 2016.

The fair value of the previously referred to shares at the award date, amounted to $ 42.3 million and has been recorded in the Salaries and social security taxes line item, with a contra account in Equity.

Nota 17 | Trade payables

03.31.17 12.31.16
Non-current
Customer guarantees 87,060 83,045
Customer contributions 97,882 98,167
Funding contributions - substations 51,700 51,700
Total Non-current 236,642 232,912
Current
Payables for purchase of electricity - CAMMESA 2,946,567 2,956,726
Provision for unbilled electricity purchases - CAMMESA (1) 3,153,898 2,512,800
Suppliers 840,333 958,460
Advance to customer (1) - 197,020
Customer contributions 135,257 136,689
Discounts to customers 37,372 37,372
Funding contributions - substations 21,569 21,790
Related parties 29.d 204 204
Total Current 7,135,200 6,821,061

The fair values of non-current customer contributions as of March 31, 2017 and December 31, 2016 amount to $ 129.5 million and $ 131.7 million, respectively. The fair values are determined based on estimated discounted cash flows in accordance with a market rate for this type of transactions. The fair value category applied thereto was Level 3 category.

The carrying amount of the rest of the financial liabilities included in the Company’s trade payables approximates their fair value.

Nota 18 | Other payables

21

Note 03.31.17 12.31.16
Non-current
Loans (mutuum) with CAMMESA 1,398,490 1,346,807
ENRE penalties and discounts 3,565,827 3,477,351
Liability with FOTAE 177,228 172,991
Payment agreements with ENRE 99,837 106,177
Total Non-current 5,241,382 5,103,326
Current
ENRE penalties and discounts 56,164 56,164
Related parties 29.d 6,123 4,756
Advances for works to be performed 13,575 13,575
Payment agreements with ENRE 67,754 60,264
Total Current 143,616 134,759

The carrying amount of the Company’s other financial payables approximates their fair value.

22

Nota 19 | Borrowings

03.31.17 12.31.16
Non-current
Corporate notes (1) 2,682,501 2,769,599
Total non-current 2,682,501 2,769,599
Current
Interest from corporate notes 118,190 53,684
Total current 118,190 53,684

(1) Net of debt repurchase/redemption and issuance expenses.

The fair values of the Company’s non-current borrowings (Corporate Notes) as of March 31, 2017 and December 31, 2016 amount approximately to $ 3 billion and $ 2.9 billion, respectively. Such values were calculated on the basis of the estimated market price of the Company’s Corporate Notes at the end of the period/year. The fair value category applied thereto was Level 1 category.

Nota 20 | Salaries and social security taxes payable

03.31.17 12.31.16
Non-current
Early retirements payable 4,657 5,149
Seniority-based bonus 94,917 89,168
Total non-current 99,574 94,317
Current
Salaries payable and provisions 634,853 912,275
Social security payable 209,192 115,793
Early retirements payable 3,553 4,119
Total current 847,598 1,032,187

The carrying amount of the Company’s salaries and social security taxes payable approximates their fair value.

Nota 21 | Income tax and tax on minimum presumed income / Deferred tax

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company as of December 31, 2016, except for the following:

03.31.17 12.31.16
Non-current
Tax payable 305,522 -
Total non-current 305,522 -
Current
Tax payable 243,666 243,666
Tax on minimum national income tax payable, net (64,456) (64,456)
Tax withholdings (36,511) (24,005)
Total current 142,699 155,205

23

The detail of deferred tax assets and liabilities is as follows:

03.31.17 12.31.16
Deferred tax assets
Tax loss carryforward 4,172 4,172
Inventories 5,075 5,093
Trade receivables and other receivables 172,071 138,816
Trade payables and other payables 1,153,083 1,123,556
Salaries and social security taxes payable 26,364 24,500
Benefit plans 110,931 104,810
Tax liabilities 16,515 15,734
Provisions 168,907 150,244
Deferred tax asset 1,657,118 1,566,925
Deferred tax liabilities:
Property, plant and equipment (513,977) (499,142)
Financial assets at fair value through profit or loss (45,627) (40,351)
Borrowings (8,083) (8,414)
Deferred tax liability (567,687) (547,907)
Net deferred tax (liabilities) assets 1,089,431 1,019,018

The detail of the income tax expense is as follows:

03.31.17 03.31.16
Deferred tax 70,413 242,767
Current tax (305,522) (155,346)
Income tax expense (235,109) 87,421
03.31.17 03.31.16
Profit (Loss) for the period before taxes 656,492 (212,458)
Applicable tax rate 35% 35%
(Loss) Profit for the period at the tax rate (229,772) 74,360
Non-taxable income (5,337) 13,061
Income tax expense (235,109) 87,421

24

Nota 22 | Tax liabilities

03.31.17 12.31.16
Non-current
Tax regularization plan 369 680
Total Non-current 369 680
Current
Provincial, municipal and federal contributions and taxes 527,487 377,430
VAT payable 354,763 725,553
Tax withholdings 55,901 78,909
SUSS withholdings 1,929 2,785
Municipal taxes 69,992 57,832
Tax regularization plan 2,005 1,979
Total Current 1,012,077 1,970,041

Nota 23 | Provisions

Non-current liabilities Current liabilities
Contingencies
At 12.31.16 341,357 87,912
Increases 36,472 29,798
Decreases (4) (12,943)
At 03.31.17 377,825 104,767
At 12.31.15 259,573 70,489
Increases 21,556 38,537
Decreases (3) (11,213)
At 03.31.16 281,126 97,813

Nota 24 | Revenue from sales

03.31.17 03.31.16
Sales of electricity (1) 5,332,301 2,965,534
Right of use on poles 28,135 22,855
Connection charges 5,725 1,509
Reconnection charges 474 222
Total Revenue from sales 5,366,635 2,990,120

(1) Includes revenue from the application of ENRE Resolution No. 347/12 for $ 148.5 million and $ 274.4 million for the periods ended March 31, 2017 and 2016, respectively.

25

Nota 25 | Expenses by nature

The detail of expenses by nature is as follows:

Description Transmission and distribution expenses Selling expenses Administrative expenses Total
Salaries and social security taxes 768,857 131,174 141,479 1,041,510
Pension plans 18,581 3,170 3,419 25,170
Communications expenses 5,509 41,418 3,074 50,001
Allowance for the impairment of trade and other receivables - 50,373 - 50,373
Supplies consumption 49,689 - 10,718 60,407
Leases and insurance 104 - 24,665 24,769
Security service 17,632 184 19,135 36,951
Fees and remuneration for services 148,835 114,796 108,377 372,008
Public relations and marketing - - 3,766 3,766
Advertising and sponsorship - - 1,940 1,940
Reimbursements to personnel 6 5 149 160
Depreciation of property, plants and equipments 80,226 12,674 4,574 97,474
Directors and Supervisory Committee members’ fees - - 2,920 2,920
ENRE penalties (1) (41,683) 90,054 - 48,371
Taxes and charges - 54,761 4,568 59,329
Other 93 20 597 710
At 03.31.17 1,047,849 498,629 329,381 1,875,859

(1) Transmission and distribution expenses include recovery for $ 413.7 million (Note 2.b) net of the charge for the period for $ 372 million

The expenses included in the chart above are net of the Company’s own expenses capitalized in Property, plant and equipment as of March 31, 2017 for $ 74.3 million.

Description Transmission and distribution expenses Selling expenses Administrative expenses Total
Salaries and social security taxes 542,701 83,974 86,221 712,896
Pension plans 15,715 2,432 2,496 20,643
Communications expenses 6,548 16,434 870 23,852
Allowance for the impairment of trade and other receivables - 10,681 - 10,681
Supplies consumption 70,268 - 8,924 79,192
Leases and insurance 116 - 19,631 19,747
Security service 2,653 129 26,829 29,611
Fees and remuneration for services 94,318 87,500 69,134 250,952
Public relations and marketing - - 2,789 2,789
Advertising and sponsorship - - 1,437 1,437
Reimbursements to personnel 248 48 131 427
Depreciation of property, plants and equipments 65,454 12,422 4,053 81,929
Directors and Supervisory Committee members’ fees - - 1,320 1,320
ENRE penalties 526,691 58,728 - 585,419
Taxes and charges - 15,633 3,107 18,740
Other 113 27 1,767 1,907
At 03.31.16 1,324,825 288,008 228,709 1,841,542

The expenses included in the chart above are net of the Company’s own expenses capitalized in Property, plant and equipment as of March 31, 2016 for $ 69.2 million.

26

Nota 26 | Other operating expense, net

03.31.17 03.31.16
Other operating income
Services provided to third parties 12,962 7,122
Commissions on municipal taxes collection 9,261 4,129
Related parties 29.a 685 -
Income from non-reimbursable customer contributions 191 191
Others 279 2,128
Total other operating income 23,378 13,570
Other operating expense
Net expense from technical services (6,467) (4,761)
Gratifications for services (12,029) (6,417)
Cost for services provided to third parties (3,656) (3,346)
Severance paid (3,556) (4,598)
Debit and Credit Tax (66,241) (24,817)
Other expenses - FOCEDE - (13,975)
Provision for contingencies (66,270) (60,093)
Disposals of property, plant and equipment (2,693) (1,003)
Other (3,025) (117)
Total other operating expense (163,937) (119,127)
Other operating expense, net (140,559) (105,557)

Nota 27 | Net financial expense

03.31.17 03.31.16
Financial income
Commercial interest 29,750 17,655
Financial interest 29,694 8,451
Total financial income 59,444 26,106
Financial expenses
Interest and other (1) (112,146) (93,691)
Fiscal interest (1,089) (1,073)
Commercial interest (234,490) (248,118)
Bank fees and expenses (761) (757)
Total financial expenses (348,486) (343,639)
Other financial results
Exchange differences 73,945 (327,384)
Adjustment to present value of receivables (74) 289
Changes in fair value of financial assets (2) 64,828 202,738
Net gain from the repurchase of Corporate Notes - 42
Other financial expense (9,801) (8,875)
Total other financial expense 128,898 (133,190)
Total net financial expense (160,144) (450,723)

(1) Net of interest capitalized as of March 31, 2017 and 2016 for $ 65.1 million and $ 61.7 million, respectively.

(2) Includes changes in the fair value of financial assets on cash equivalents as of March 31, 2017 and 2016 for $ 6.6 million and $ 3.9 million, respectively.

27

Nota 28 | Basic and diluted earnings (loss) per share

Basic

The basic earnings (loss) per share are calculated by dividing the profit/(loss) attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of March 31, 2017 and 2016, excluding common shares purchased by the Company and held as treasury shares.

The basic earnings (loss) per share coincide with the diluted earnings (loss) per share, inasmuch as the Company has issued neither preferred shares nor corporate notes convertible into common shares.

03.31.17 03.31.16
Profit (Loss) for the period attributable to the owners of the Company 421,383 (125,037)
Weighted average number of common shares outstanding 897,115 897,043
Basic and diluted profit (loss) earnings per share – in pesos 0.47 (0.14)

Nota 29 | Related-party transactions

· The following transactions were carried out with related parties:

a. Income

Company Concept 03.31.17 03.31.16
PAMPA Electrical assembly service 685 -
685 -

b. Expense

Company Concept 03.31.17 03.31.16
EASA (Note 30) Technical advisory services on financial matters (9,801) (8,861)
SACME Operation and oversight of the electric power transmission system (13,021) (8,529)
Salaverri, Dellatorre, Burgio y Wetzler Malbran Legal fees (101) (3,454)
PYSSA Financial and granting of loan services to customers - (13)
OSV Hiring life insurance for staff (3,333) (579)
PISA Interest Corporate Notes 2022 - (3,573)
(26,256) (25,009)

c. Key Management personnel’s remuneration

03.31.17 03.31.16
Salaries 45,051 40,536
45,051 40,536

28

· The balances with related parties are as follow:

d. Receivables and payables

03.31.17 12.31.16
Other receivables - Non current
SACME 7,431 6,856
7,431 6,856
Other receivables - Current
SACME 766 766
766 766
Trade payables
PYSSA (204) (204)
(204) (204)
Other payables
SACME (6,123) (4,756)
(6,123) (4,756)

Nota 30 | CTLL - EASA – IEASA Merger process

The Company has been informed that the Board of Directors of EASA, the parent company, at its meeting of March 29, 2017 approved, subject to the approval of both the respective shareholders’ meetings and the control authorities, the merger of EASA and IEASA (the latter being EASA’s majority shareholder) as the acquired companies, which will be dissolved without liquidation, with and into CTLL, as the acquiring and surviving company.

Furthermore, the Preliminary Merger Agreement and the Consolidated Merger Statement of Financial Position have been approved. It must be pointed out that CTLL, the acquiring and surviving company, as well as EASA and IEASA, the acquired companies, belong to the same control group inasmuch as Pampa Energía is the direct and/or indirect controlling shareholder of all of them.

In compliance with applicable regulations, on March 30, 2017 the Company and EASA informed the ENRE and requested its authorization.

At the date of issuance of these condensed interim financial statements, the process is still pending definition by the Regulatory entities.

29

Nota 31 | Events after the reporting period

Ordinary and Extraordinary Shareholders’ Meeting

The Company Ordinary and Extraordinary Shareholders’ Meeting held on April 18, 2017 resolved, among other issues, the following:

  • To approve Edenor S.A.’s Annual Report and Financial Statements of as of December 31, 2016;

  • To approve the actions taken by the Directors and Supervisory Committee members, together with the remuneration thereof;

  • To appoint the authorities and the external auditors for the current fiscal year;

  • To approve the use of the treasury shares for the implementation of the long-term incentive plan in favor of certain key personnel (Note 16);

  • Not to carry out the share capital reduction, deferring it and instructing the Board of Directors to call an Extraordinary Shareholders’ Meeting in order to deal with this issue if, as a consequence of the results of operations for the quarters ending March 31 and June 30, 2017, the Company continued to be subject to complying with the mandatory share capital reduction (Note 14).

Regulatory framework – Bill on electricity dependent patients

On April 26, 2017, the Senate unanimously approved a bill originally drafted by the House of Representatives, whose purpose is to guarantee the permanent and free of charge supply of electricity to those individuals who qualify as dependent on power for reasons of health and require medical equipment necessary to avoid risks in their lives or health. The bill provides that the account holder of the service or someone who lives with him/her (a cohabitant) that is registered as “Electricity dependent for reasons of health” will be exempt from the payment of all and every connection fee and will benefit from a special free of charge tariff treatment in the electric power supply service under national jurisdiction, which consists in the recognition of the entire amount of the power bill. For such purpose, the bill provides that Federal Executive Power will make the necessary budget allocations. Additionally, the bill states that the distribution company will, upon request, provide the account holder of the service or a cohabitant that is registered as Electricity dependent for reasons of health with a power generator or the appropriate equipment free of charge, including the costs associated with the operation thereof, capable of providing the electric power necessary to satisfy the operation of the medical equipment. At the date of issuance of these condensed interim financial statements, the bill has been neither passed nor rejected, in whole or in part, by the Federal Executive Power.

RICARDO TORRES
Chairman

30

Free translation from the original in Spanish for publication in Argentina

REPORT OF CONDENSED INTERIM FINANCIAL STATEMENTS´REVIEW

To the Shareholders, President and Directors

Empresa Distribuidora y Comercializadora Norte

Sociedad Anónima (Edenor S.A.)

Legal address: Avenida del Libertador 6363

Autonomous City of Buenos Aires

Tax Code No. 30-65511620-2

Introduction

We have reviewed the condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) (hereinafter “Edenor S.A.” or “the Company”) which includes the condensed interim statement of financial position as of March 31, 2017, the related condensed interim statement of comprehensive income for the three months period ended March 31, 2017, the related condensed interim statements of changes in equity and cash flows for the three months period then ended with the complementary selected notes.

The amounts and other information related to fiscal year 2016 and its interim periods, are part of the financial statements mention above and therefore should be considered in relation to those financial statements.

Directors´ responsibility

Company´s Board of Directors is responsible of preparation and presentation of the financial statements, in accordance with the International Financial Reporting Standards (IFRS) adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE) ,as the applicable accounting framework and incorporated by the National Securities Commission (CNV), as they were approved by the International Accounting Standards Board (IASB), and, therefore, it’s responsible for the preparation and issuance of the condensed interim financial statements mentioned in first paragraph in accordance with IAS 34 “Interim financial information”.

DC0 - Información pública

Scope of our review

Our review was limited to the application of the procedures established in International Standard on Review Engagements 2410 “Review of interim financial information performed by the independent auditor of the entity”, which was adopted as standard review in Argentina through Technical Pronouncement No. 33 of the Argentine Federation of Professional Councils in Economic Sciences as was approved by International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists in making inquiries of Company staff responsible for the preparation of the information included in the financial statements and the application of analytical procedures and other review procedures. This review is substantially less in scope than an audit in accordance of International Auditing Standards, consequently, this review does not allow us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Therefore, we do not express any opinion on the financial position, comprehensive income and cash flows of the Company.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements mentioned in the first paragraph of this report, are not prepared in all material respects, in accordance with IAS 34.

Emphasis of matter paragraph

Without modifying our conclusion we draw attention to the situation explained in Notes 1 and 2 of the interim condensed financial statements as regards the economic and financial position of the Company and its regulatory framework.

Report of compliance with regulations in force

In compliance with regulations in force, we report that:

a) the condensed interim financial statements of the Company, are transcribed into the “Inventory and Balance Sheet” book and, insofar as concerns our field of competence, are in compliance with the provisions of the Commercial Companies Law and pertinent resolutions of the National Securities Commission;

b) the condensed interim financial statements of the company arise from accounting records kept in all formal respects in conformity with legal regulations;

c) we have read the summary of activity, and additional information to the notes of condensed interim financial statements required by section 68 of the Rules of the Stock Exchange of Buenos Aires and article 12 °, Chapter III, Title IV of the regulations of the National Securities Commission on which, as regards those matters that are within our competence, we have no observations to make;

d) at March 31, 2017 the liabilities accrued in favor of the Argentine Integrated Social Security System according to the Company’s accounting records amounted to $ 167,378,616 , which were not yet due at that date.

Autonomous City of Buenos Aires, May 10, 2017

PRICE WATERHOUSE & CO. S.R.L. (Partner)
C.P.C.E.C.A.B.A. Tº 1 Fº 17
Dr. R. Sergio Cravero Public Accountant (UCA) C.P.C.E. City of Buenos Aires T° 265 F°92

Supervisory Committee’s Report

To the Shareholders of

Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.)

Introduction

In accordance with the provisions of both section No. 294 of Law No. 19,550 and the regulations of the National Securities Commission (hereinafter “CNV”), we have performed a review of the accompanying condensed interim financial statements of Empresa Distribuidora y Comercializadora Norte Sociedad Anónima (Edenor S.A.) (hereinafter “the Company”), which comprise the condensed interim statement of financial position as of March 31, 2017, the condensed interim statement of comprehensive income for the three-month period ended March 31, 2017, and the condensed interim statements of changes in equity and cash flows for the three-month period then ended, and selected explanatory notes.

The balances and other information related to fiscal year 2016 and its interim period are an integral part of the aforementioned financial statements and should therefore be considered in relation to those financial statements .

Directors’ Responsibility

The Company’s Board of Directors is responsible for the preparation and presentation of the condensed interim financial statements in accordance with International Financial Reporting Standards, which have been adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE), as accounting standards and incorporated by the CNV into its regulations, as such standards were approved by the International Accounting Standards Board. Therefore, the Board of Directors is responsible for the preparation and presentation of the condensed interim financial statements mentioned in the first paragraph in accordance with International Accounting Standard 34 “Interim Financial Reporting”.

Scope of our review

We have performed our review in accordance with current regulations, which require the application of the procedures established in International Standard on Review Engagements ISRE 2410 “Review of interim financial information performed by the independent auditor of the entity”, which has been adopted as review standard in Argentina by Technical Resolution No. 33 of the FACPCE, as such standard was approved by the International Auditing and Assurance Standards Board, and include verification of the consistency of the documents subject to the review with the information on corporate decisions laid down in minutes, and whether such decisions comply with the law and the by-laws as to their formal and documentary aspects. In conducting our professional work, we have examined the work performed by the external auditors of the Company, Price Waterhouse & Co. S.R.L, who issued their auditors’ report on May 10, 2017. A review of interim financial information consists in making inquiries of the Company personnel responsible for the preparation of the information included in the condensed interim financial statements, and in applying analytical and other review procedures.

Supervisory Committee’s Report (Continued)

Scope of our review (Continued)

This review is substantially less in scope than an audit performed in accordance with international auditing standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an opinion on the Company’s condensed interim financial position, condensed interim comprehensive income or condensed interim cash flows. We have not assessed the corporate management, financing, marketing or operating criteria, inasmuch as they are the responsibility of the Board of Directors and the Shareholders’ Meeting.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim financial statements mentioned in the first paragraph of this report, are not prepared, in all material respects, in accordance with International Accounting Standard 34.

Emphasis of matter paragraph

Without modifying our conclusion, we draw attention to the situation detailed in Notes 1 and 2 to the condensed interim financial statements with respect to the Company’s economic and financial situation.

Supervisory Committee’s Report (Continued)

Report of compliance with current regulations

As required by current regulations, we report that:

a) the Company’s condensed interim financial statements have been transcribed to the “Inventory and Balance Sheet” book and, as to matters within our field of competence, comply with the provisions of the Business Organizations Law and the CNV’s applicable resolutions;

b) the Company’s condensed interim financial statements arise from accounting records, which are kept, in all formal aspects, in conformity with legal regulations and maintain the safety and integrity conditions based on which they were authorized by the CNV;

c) the provisions of section No. 294 of Law No. 19,550 have been complied with.

City of Buenos Aires, May 10, 2017.

By the Supervisory Committee
José Daniel Abelovich
Member