sbsitr3q10_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 

For November 30, 2010

(Commission File No. 1-31317)

 

 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
(Exact name of registrant as specified in its charter)
 
Basic Sanitation Company of the State of Sao Paulo - SABESP
(Translation of Registrant's name into English)
 


Rua Costa Carvalho, 300
São Paulo, S.P., 05429-900
Federative Republic of Brazil
(Address of Registrant's principal executive offices)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ 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)__.

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):


  

PUBLIC FEDERAL SERVICE

CVM - SECURITIES EXCHANGE COMMISSION

ITR - QUARTERLY INFORMATION   09/30/2010

COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES 

 

Corporate Legislation

 

 

REGISTRATION WITH THE CVM DOES NOT IMPLY ANY ANALYSIS OF THE COMPANY. MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PROVIDED.
 
            

01.01        - IDENTIFICATION

 

1 - CVM CODE

01444-3

2 - COMPANY’S NAME

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

3 -Federal Taxpayers' Registration Number (CNPJ)

43.776.517/0001-80

4 - State Registration Number - NIRE

35300016831

 

01.02        - HEAD OFFICE

 

1 - ADDRESS

Rua Costa Carvalho, 300

2 - SUBURB OR DISTRICT

Pinheiros

3 - POSTAL CODE

05429-900

4 - MUNICIPALITY

São Paulo

5 - STATE

SP

6 - AREA CODE

11

7 - TELEPHONE

3388-8000

8 - TELEPHONE

3388-8200

9 - TELEPHONE

3388-8201

10 - TELEX

 

11 - AREA CODE

11

12 - FAX

3813-0254

13 - FAX

-

14 - FAX

-

 

15 - E-MAIL

sabesp@sabesp.com.br

 

01.03         - INVESTOR RELATIONS OFFICER (Company’s Mail Address)

 

1 - NAME

Rui de Britto Álvares Affonso

2 - ADDRESS

Rua Costa Carvalho, 300

3 - SUBURB OR DISTRICT

Pinheiros

4 - POSTAL CODE

05429-900

5 - MUNICIPALITY

São Paulo

6 - STATE

SP

7 - AREA CODE

11

8 - TELEPHONE

3388-8247

9 - TELEPHONE

  3388-8386

10 - TELEPHONE

 -

11 - TELEX

 

12 - AREA CODE

11

13 - FAX

3815-4465

14 - FAX

-

15 - FAX

-

 

16 - E-MAIL

raffonso@sabesp.com.br

 

01.04         - GENERAL INFORMATION/INDEPENDENT ACCOUNTANT

 

CURRENT YEAR

CURRENT QUARTER

PRIOR QUARTER

1 -BEGINNING

2 - END

3 - QUARTER

4 -BEGINNING

5 - END

6 - QUARTER

7 -BEGINNING

8 - END

01/01/2010

12/31/2010

3

07/01/2010

09/30/2010

2

04/01/2010

06/30/2010

9 - INDEPENDENT ACCOUNTANT

PRICEWATERHOUSECOOPERS INDEPENDENT AUDITORS

10 - CVM CODE

00287-9

11 - PARTNER RESPONSIBLE

VALDIR RENATO COSCODAI

12 - INDIVIDUAL TAXPAYERS' REGISTRATION NUMBER OF THE PARTNER RESPONSIBLE

031.065.768-71

 
 
Page: 1
 
 

 
 

01.05         - CAPITAL COMPOSITION

 

NUMBER OF SHARES

(thousand)

1 - CURRENT QUARTER

09/30/2010

2 - PRIOR QUARTER

06/30/2010

3 - SAME QUARTER IN PRIOR YEAR

09/30/2009

Paid-up Capital

1 - Common

227,836

227,836

227,836

2 - Preferred

0

0

0

3 - Total

227,836

227,836

227,836

Treasury Shares

4 - Common

0

0

0

5 - Preferred

0

0

0

6 - Total

0

0

0

 

01.06        - CHARACTERISTICS OF THE COMPANY

 

1 - TYPE OF COMPANY

Commercial, Industrial and Other

2 - SITUATION

Operational

3 - NATURE OF OWNERSHIP

State-owned

4 - ACTIVITY CODE

1160 - Sanitation, Water and Gas Services

5 - MAIN ACTIVITY

Water Capture, Treatment and Distribution; Sewage Collection and Treatment

6 - TYPE OF CONSOLIDATION

Total

7 - TYPE OF REPORT OF INDEPENDENT ACCOUNTANTS

Unqualified

 

01.07         - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

 

1 - ITEM

2 - CNPJ

3 - NAME

 

01.08        - DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

 

1 - ITEM

2 - EVENT

3 - DATE OF

APPROVAL

4 - TYPE

5 - DATE OF

PAYMENT

6 - TYPE OF

SHARE

7 - AMOUNT PER SHARE

 
 
Page: 2

 


 
 

01.09        - SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT YEAR

 

1 - ITEM

2 - DATE OF

ALTERATION

3 - CAPITAL

(R$ thousand)

4 - AMOUNT OF THE

ALTERATION

(R$ thousand)

5 - NATURE OF

ALTERATION

7 - NUMBER OF SHARES

ISSUED

(Thousand)

8 - SHARE PRICE ON ISSUE DATE

(Reais)

 

 

01.10         - INVESTOR RELATIONS OFFICER

 

1 - Date

11/12/2010

2 - SIGNATURE

 

 

Page: 3 


 
02.01 - BALANCE SHEET - ASSETS (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

1

Total assets

23,536,912

22,879,162

1.01

Current assets

3,420,418

3,138,500

1.01.01

Cash and cash equivalents

1,365,038

1,046,840

1.01.01.01

Cash & Cash Equivalents

1,365,038

1,046,840

1.01.02

Receivables

1,192,051

1,239,243

1.01.02.01

Trade accounts receivable

1,040,653

1,083,895

1.01.02.02

Sundry receivables

151,398

155,348

1.01.02.02.01

Balances & Transactions with Related Parties

151,398

155,348

1.01.03

Inventories

29,994

31,101

1.01.03.01

Storeroom supplies - operations

29,994

31,101

1.01.04

Other

833,335

821,316

1.01.04.01

Taxes Recoverable

10,357

4,773

1.01.04.02

Deferred Income Taxes & Social Contribution

276,831

263,369

1.01.04.03

Agreement with Sao Paulo City Hall

151,295

172,174

1.01.04.04

Cef  - Debêntures

337,846

330,587

1.01.04.05

Other receivables

57,006

50,413

1.02

Noncurrent assets

20,116,494

19,740,662

1.02.01

Long-term assets

2,134,639

2,122,317

1.02.01.01

Sundry receivables

2,134,639

2,122,317

1.02.01.01.01

Trade accounts receivable

351,499

270,484

1.02.01.01.02

Balances & Transactions with Related Parties

921,983

934,208

1.02.01.01.03

Indemnities receivable

146,213

146,213

1.02.01.01.04

Escrow deposits

41,804

47,682

1.02.01.01.05

Deferred Income Tax & Social Contribution

568,671

620,858

1.02.01.01.06

Other receivables

104,469

102,872

1.02.01.02

Intercompany receivables

0

0

1.02.01.02.01

Affiliates

0

0

1.02.01.02.02

Subsidiaries

0

0

1.02.01.02.03

Other related parties

0

0

1.02.01.03

Other

0

0

1.02.02

Permanent assets

17,981,855

17,618,345

1.02.02.01

Investments

4,596

4,110

1.02.02.01.01

In affiliated companies

0

0

1.02.02.01.02

In affiliated companies - goodwill

0

0

1.02.02.01.03

In subsidiaries

3,276

3,390

1.02.02.01.04

In subsidiaries - goodwill

0

0

1.02.02.01.05

Other investments

600

0

1.02.02.01.06

Shares in other companies

698

698

1.02.02.01.07

Compulsory deposits - Eletrobrás

22

22

1.02.02.02

Property, plant and equipment

8,903,140

15,969,828

 
 

Page: 4 


 

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

1.02.02.02.01

Property, plant and equipment

5,845,062

11,672,056

1.02.02.02.02

Construction in progress

3,058,078

4,297,772

1.02.02.03

Intangible

9,074,119

1,644,407

1.02.02.04

Deferred charges

0

0

 

Page: 5


 

 

02.02 - BALANCE SHEET - LIABILITIES AND SHAREHOLDERS’ EQUITY (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

2

Total liabilities and shareholders’ equity

23,536,912

22,879,162

2.01

Current liabilities

3,137,219

3,227,622

2.01.01

Loans and financing

653,632

646,294

2.01.02

Debentures

507,670

766,660

2.01.02.01

6th issue of debentures

0

238,461

2.01.02.02

8th issue of debentures

451,266

442,091

2.01.02.03

Interest on debentures

56,404

86,108

2.01.03

Trade accounts payable

194,257

175,860

2.01.04

Taxes payable

182,047

168,689

2.01.04.01

Income tax

43,427

42,464

2.01.04.02

Social contribution tax

17,279

15,671

2.01.04.03

PAES  (tax debt refinancing program)

35,026

34,688

2.01.04.04

COFINS and PASEP (taxes on revenue)

48,840

39,885

2.01.04.05

INSS (Social security contribution)

22,971

23,768

2.01.04.06

Other

14,504

12,213

2.01.05

Dividends payable

0

0

2.01.06

Reserves

759,000

713,318

2.01.06.01

For Tax Contingencies

3,074

2,634

2.01.06.02

For Civil Contingencies

17,366

21,499

2.01.06.03

For Contingencies with Suppliers

344,698

195,169

2.01.06.04

For Contingencies with Customers

299,535

457,984

2.01.06.05

For Environmental Contingencies

21,849

21,813

2.01.06.06

For Labor Contingencies

72,478

14,219

2.01.07

Intercompany payables

0

0

2.01.08

Other

840,613

756,801

2.01.08.01

Payroll and related charges

276,822

241,482

2.01.08.02

Accounts Payable

195,661

213,639

2.01.08.03

Interest on capital payable

56

56

2.01.08.04

Deferred taxes

18,469

27,134

2.01.08.05

Refundable amounts

63,202

59,837

2.01.08.06

Program contract commitments

146,645

68,207

2.01.08.07

Other payables

139,758

146,446

2.02

Noncurrent liabilities

8,798,006

8,499,660

2.02.01

Long-term liabilities

8,798,006

8,499,660

2.02.01.01

Loans and financing

4,285,199

3,808,766

2.02.01.02

Debentures

2,211,101

2,210,690

2.02.01.02.01

9th issue of debentures

228,279

228,355

2.02.01.02.02

10th issue of debentures

277,319

277,435

2.02.01.02.03

11th issue of debentures

1,205,528

1,204,925

2.02.01.02.04

12th issue of debentures

499,975

499,975

 
Page: 6

 

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

2.02.01.03

Reserves

643,068

852,695

2.02.01.03.01

For Tax Contingencies

60,224

63,733

2.02.01.03.02

For Civil Contingencies

147,712

154,013

2.02.01.03.03

For Contingencies with Suppliers

9,103

168,279

2.02.01.03.04

For Contingencies with Customers

330,847

346,751

2.02.01.03.05

For Environmental Contingencies

38,833

24,121

2.02.01.03.06

For Labor Contingencies

56,349

95,798

2.02.01.04

Intercompany payables

0

0

2.02.01.05

Advance for future capital increase

0

0

2.02.01.06

Other

1,658,638

1,627,509

2.02.01.06.01

Deferred taxes

169,161

162,600

2.02.01.06.02

PAES (tax debt refinancing program)

61,295

69,375

2.02.01.06.03

Social security charges

506,660

504,114

2.02.01.06.04

Indemnities

30,847

30,847

2.02.01.06.05

Program contract commitments

105,246

102,399

2.02.01.06.06

Provision for Actuarial Liability Law 4819/58

493,531

507,772

2.02.01.06.07

Private Public Partnership

192,552

144,192

2.02.01.06.08

Other payables

99,346

106,210

2.03

Deferred income

0

0

2.05

Shareholders' equity

11,601,687

11,151,880

2.05.01

Capital

6,203,688

6,203,688

2.05.02

Capital reserves

124,255

124,255

2.05.02.01

Support to projects

108,475

108,475

2.05.02.02

Incentive reserve

15,780

15,780

2.05.03

Revaluation reserves

2,109,284

2,088,454

2.05.03.01

Own assets

2,109,284

2,088,454

2.05.03.02

Subsidiaries/Affiliates

0

0

2.05.04

Profit reserves

2,054,594

2,054,594

2.05.04.01

Legal

378,526

378,526

2.05.04.02

Statutory

0

0

2.05.04.03

For contingencies

0

0

2.05.04.04

Unrealized profit

0

0

2.05.04.05

Profit retention

0

0

2.05.04.06

Special for unpaid dividends

0

0

2.05.04.07

Other profit reserves

1,676,068

1,676,068

2.05.04.07.01

Reserve for investments

1,676,068

1,676,068

2.05.05

Adjustments of Equity Evaluation

0

0

2.05.05.01

Adjustments of Marketable Securities

0

0

2.05.05.02

Accumulated Conversion Adjustments

0

0

2.05.05.03

Business Combination Adjustments

0

0

2.05.06

Retained earnings (accumulated deficit)

1,109,866

680,889

2.05.07

Advance for future capital increase

0

0

 
Page: 7
 

 

 

03.01 - STATEMENT OF INCOME (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 -01/01/2009

to 09/30/2009

3.01

Gross revenue from sales and/or services

1,976,537

5,766,598

1,749,076

5,272,095

3.02

Gross revenue deductions

(140,902)

(409,172)

(120,105)

(366,135)

3.03

Net revenue from sales and/or services

1,835,635

5,357,426

1,628,971

4,905,960

3.04

Cost of sales and/or services

(823,451)

(2,327,203)

(762,094)

(2,427,366)

3.05

Gross profit

1,012,184

3,030,223

866,877

2,478,594

3.06

Operating (expenses) income

(324,674)

(1,379,962)

(561,308)

(1,130,470)

3.06.01

Selling

(216,801)

(630,725)

(201,415)

(597,238)

3.06.02

General and administrative

(140,132)

(399,393)

(209,855)

(458,461)

3.06.03

Financial

21,724

(354,677)

(157,027)

(89,465)

3.06.03.01

Financial income

80,813

240,124

40,735

153,569

3.06.03.01.01

Financial income

80,788

239,970

40,602

160,938

3.06.03.01.02

Exchange gains

25

154

133

(7,369)

3.06.03.02

Financial expenses

(59,089)

(594,801)

(197,762)

(243,034)

3.06.03.02.01

Financial expenses

(119,589)

(616,725)

(301,524)

(617,490)

3.06.03.02.02

Exchange losses

60,500

21,924

103,762

374,456

3.06.04

Other operating income

15,769

37,928

15,506

33,570

3.06.04.01

Other operating income

17,376

41,794

17,087

36,992

3.06.04.02

COFINS and PASEP (taxes on revenue)

(1,607)

(3,866)

(1,581)

(3,422)

3.06.05

Other operating expenses

(5,120)

(32,757)

(8,487)

(18,736)

3.06.05.01

Loss on write-off of property, plant and equipment items

(2,746)

(14,941)

(5,702)

(11,750)

3.06.05.02

Provision for Losses in Tax Incentives

0

0

0

(300)

3.06.05.03

Tax Incentives

(2,339)

(3,243)

(1,250)

(4,322)

3.06.05.04

Provision for Actuarial Liability Law 4819/58

0

(14,237)

0

0

3.06.05.05

Provision for Loss – Law 4819/58

0

0

0

0

3.06.05.06

Other

(35)

(336)

(1,535)

(2,364)

3.06.06

Equity in subsidiaries

(114)

(338)

(30)

(140)

3.07

Income from operations

687,510

1,650,261

305,569

1,348,124

 
Page: 8

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 -01/01/2009

to 09/30/2009

3.08

Nonoperating income (expenses)

0

0

0

0

3.08.01

Income

0

0

0

0

3.08.02

Expenses

0

0

0

0

3.09

Income before taxes and profit sharing

687,510

1,650,261

305,569

1,348,124

3.10

Provision for income and social contribution taxes

(199,816)

(634,842)

(198,822)

(576,057)

3.10.01

Provision for income tax

(146,196)

(466,198)

(145,564)

(422,056)

3.10.02

Provision for social contribution tax

(53,620)

(168,644)

(53,258)

(154,001)

3.11

Deferred income tax

(37,887)

58,631

88,980

144,539

3.11.01

Deferred income tax

(27,858)

43,111

65,192

106,044

3.11.02

Deferred social contribution tax

(10,029)

15,520

23,788

38,495

3.12

Statutory profit sharing/contributions

0

0

0

0

3.12.01

Profit sharing

0

0

0

0

3.12.02

Contributions

0

0

0

0

3.13

Reversal of interest on capital

0

0

0

0

3.15

Net income (loss)

449,807

1,074,050

195,727

916,606

 

Number of shares, former treasury shares (thousand)

227,836

227,836

227,836

227,836

 

EARNINGS PER SHARE (Reais)

1.97426

4.71414

0.85907

4.02310

 

LOSS PER SHARE (Reais)

 

 

 

 

 
Page: 9

 

04.01 - STATEMENT OF CASH FLOWS - INDIRECT METHOD (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

4.01

Net  Cash from Operating Activities

495,671

1,235,340

555,754

1,624,198

4.01.01

Cash Generated from Operations

1,144,712

3,184,495

818,018

2,696,925

4.01.01.01

Net Income before Income Tax and Social Contribution

687,510

1,650,261

305,569

1,348,124

4.01.01.02

Provision for Contingencies

15,328

228,460

270,746

425,534

4.01.01.03

Reversal of Provision for Losses

(122)

(29)

(222)

846

4.01.01.04

Social Security Obligations

6,350

38,531

19,178

57,365

4.01.01.05

Write-off of Fixed Assets

2,746

14,941

5,702

11,750

4.01.01.06

Depreciation and Amortization

144,449

439,257

161,479

484,654

4.01.01.07

Intersts on Loans and Financings Payable

136,852

390,456

114,336

348,658

4.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

(45,080)

42,173

(106,635)

(376,288)

4.01.01.09

Expenses with Interests and Monetary Variations

986

3,211

1,323

4,345

4.01.01.10

Income with Interests and Monetary Variations

(926)

(44,842)

(6,537)

(16,046)

4.01.01.11

Allowance for Doubtful Accounts

88,631

257,911

71,509

234,658

4.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

9,226

18,379

(26,386)

102,800

4.01.01.13

Equity Result

114

338

30

140

4.01.01.14

Provision for Actuarial Liability Law 4819/58

0

14,237

0

0

4.01.01.15

Other Provisions/Reversals

87

(900)

88

316

4.01.01.16

Provision for PMSP Agreement

(6,090)

27,460

3,296

65,527

4.01.01.17

Other write-offs

0

0

4,542

4,542

4.01.01.18

Prov. Externality PMSP

79,330

79,330

0

0

4.01.01.19

Provision Sabesprev Mais

25,321

25,321

0

0

4.01.02

Variation to Assets and Liabilities

(267,404)

(826,991)

17,835

(188,067)

4.01.02.01

Accounts Receivable

(126,092)

(177,143)

(97,781)

(132,226)

4.01.02.02

Balances and Transactions with Related Parties

17,679

26,499

13,347

51,069

4.01.02.03

Inventories

1,229

9,912

2,263

9,728

4.01.02.04

Taxes Recoverable

(5,584)

(7,340)

(328)

1,141

4.01.02.05

Other Accounts Receivable

6,038

(407,266)

(3,614)

(21,689)

 
Page: 10

 

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

4.01.02.06

Judicial Deposits

(2,141)

(3,319)

(15,011)

(29,130)

4.01.02.07

Indemnifications Receivable

0

0

0

2,581

4.01.02.08

Contractors and Suppliers

9,421

(430)

47,623

26,154

4.01.02.09

Salaries, Provisions and Social Security Obligations

26,114

19,334

36,099

51,039

4.01.02.10

Provision for Actuarial Liability Law 4819/58

(14,241)

(38,733)

0

0

4.01.02.11

Taxes and Contributions Payable

(4,148)

(55,377)

(5,425)

(68,675)

4.01.02.12

Accounts Payable

(17,979)

1,750

(3,111)

1,519

4.01.02.13

Other Obligations

18,856

95,021

74,225

128,570

4.01.02.14

Contingencies

(172,752)

(277,925)

(26,233)

(195,437)

4.01.02.15

Pension Plan - Sabesprev Transfer

(3,804)

(11,974)

(4,219)

(12,711)

4.01.03

Others

(381,637)

(1,122,164)

(280,099)

(884,660)

4.01.03.01

Interests paid

(188,995)

(473,608)

(126,568)

(407,019)

4.01.03.02

Income Tax and Contributions Paid

(192,642)

(648,556)

(153,531)

(477,641)

4.02

Net Cash from Investment Activities

(483,472)

(1,318,139)

(595,921)

(1,356,810)

4.02.01

Acquisition of Items of Fixed Assets

(473,726)

(1,281,237)

(590,577)

(1,335,634)

4.02.02

Increase in Intangibles

(9,146)

(36,302)

(5,344)

(23,446)

4.02.03

Increase in Investments

(600)

(600)

0

2,270

4.03

Net Cash from Financing Activities

305,999

678,404

(261,485)

(505,523)

4.03.01

Funding

674,791

2,700,073

94,736

939,473

4.03.02

Loan Amortizations

(368,792)

(1,656,283)

(356,221)

(1,159,665)

4.03.03

Payment of Interests on Shareholders´ Equity

0

(365,386)

0

(285,331)

4.04

Foreign Exchange Variation on Cash & Cash Equivalents

0

0

0

0

4.05

Increase(Decrease) in Cash & Cash Equivalents

318,198

595,605

(301,652)

(238,135)

4.05.01

Beginning Balance of Cash & Cash Equivalents

1,046,840

769,433

685,576

622,059

4.05.02

Ending Balance of Cash & Cash Equivalents

1,365,038

1,365,038

383,924

383,924

 
Page: 11

 

05.01 - STATEMENT OF CHANGES TO SHAREHOLDERS’ EQUITY FROM 07/01/2010 to 09/30/2010  (In thousands of Brazilian reais - R$)                           

 

1 - CODE

2 - DESCRIPTION

3 - CAPITAL STOCK

4 -CAPITAL RESERVES

5 - REVALUATION RESERVES

6 - PROFIT RESERVES

7 -RETAINED EARNINGS/LOSSES

8 -EQUITY ADJUSTMENTS

9 -TOTAL SHAREHOLDERS´ EQUITY

5.01

Beginning Balance

6,203,688

124,255

2,088,454

2,054,594

680,889

0

11,151,880

5.02

Adjustments from Previous Years

0

0

0

0

0

0

0

5.03

Adjusted Balance

6,203,688

124,255

2,088,454

2,054,594

680,889

0

11,151,880

5.04

Profit/Loss for the Period

0

0

0

0

449,807

0

449,807

5.05

Allocations

0

0

0

0

0

0

0

5.05.01

Dividends

0

0

0

0

0

0

0

5.05.02

Interests on Shareholders´ Equity

0

0

0

0

0

0

0

5.05.03

Other Allocations

0

0

0

0

0

0

0

5.06

Realization of Profit Reserves

0

0

0

0

0

0

0

5.07

Equity Adjustments

0

0

0

0

0

0

0

5.07.01

Marketable Securities Adjustments

0

0

0

0

0

0

0

5.07.02

Accumulated  Conversion Adjustments

0

0

0

0

0

0

0

5.07.03

Adjustments from Business Combinations

0

0

0

0

0

0

0

5.08

Increase/Decrease in Capital Stock

0

0

0

0

0

0

0

5.09

Capital Reserves Constitution/Realization

0

0

0

0

0

0

0

5.10

Treasury Stock

0

0

0

0

0

0

0

5.11

Other Capital Stock Transactions

0

0

0

0

0

0

0

5.12

Others

0

0

20,830

0

(20,830)

0

0

5.13

Ending Balance

6,203,688

124,255

2,109,284

2,054,594

1,109,866

0

11,601,687

 
Page: 12

 

 

05.02 - STATEMENT OF CHANGES TO SHAREHOLDERS’ EQUITY FROM 01/01/2010 to 09/30/2010 (In thousands of Brazilian reais - R$)

 

1 - CODE

2 - DESCRIPTION

3 - CAPITAL STOCK

4 -CAPITAL RESERVES

5 - REVALUATION RESERVES

6 - PROFIT RESERVES

7 -RETAINED EARNINGS/LOSSES

8 -EQUITY ADJUSTMENTS

9 -TOTAL SHAREHOLDERS´ EQUITY

5.01

Beginning Balance

6,203,688

124,255

2,145,100

2,054,594

0

0

10,527,637

5.02

Adjustments from Previous Years

0

0

0

0

0

0

0

5.03

Adjusted Balance

6,203,688

124,255

2,145,100

2,054,594

0

0

10,527,637

5.04

Profit/Loss for the Period

0

0

0

0

1,074,050

0

1,074,050

5.05

Allocations

0

0

0

0

0

0

0

5.05.01

Dividends

0

0

0

0

0

0

0

5.05.02

Interests on Shareholders´ Equity

0

0

0

0

0

0

0

5.05.03

Other Allocations

0

0

0

0

0

0

0

5.06

Realization of Profit Reserves

0

0

0

0

0

0

0

5.07

Equity Adjustments

0

0

0

0

0

0

0

5.07.01

Marketable Securities Adjustments

0

0

0

0

0

0

0

5.07.02

Accumulated Conversion Adjustments

0

0

0

0

0

0

0

5.07.03

Adjustments from Business Combinations

0

0

0

0

0

0

0

5.08

Increase/Decrease in Capital Stock

0

0

0

0

0

0

0

5.09

Capital Reserves Constitution/Realization

0

0

0

0

0

0

0

5.10

Treasury Stock

0

0

0

0

0

0

0

5.11

Other Capital Stock Transactions

0

0

0

0

0

0

0

5.12

Others

0

0

(35,816)

0

35,816

0

0

5.13

Ending Balance

6,203,688

124,255

2,109,284

2,054,594

1,109,866

0

11,601,687

 
Page: 13

 

 

08.01 - CONSOLIDATED BALANCE SHEETS - ASSETS (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

1

Total assets

23,539,694

22,879,326

1.01

Current assets

3,422,671

3,139,112

1.01.01

Cash and cash equivalents

1,367,191

1,047,359

1.01.01.01

Cash & Cash Equivalents

1,367,191

1,047,359

1.01.02

Receivables

1,192,051

1,239,243

1.01.02.01

Trade accounts receivable

1,040,653

1,083,895

1.01.02.02

Sundry receivables

151,398

155,348

1.01.02.02.01

Balances & Transactions with Related Parties

151,398

155,348

1.01.03

Inventories

29,994

31,101

1.01.03.01

Storeroom supplies - operations

29,994

31,101

1.01.04

Other

833,435

821,409

1.01.04.01

Taxes Recoverable

10,357

4,773

1.01.04.02

Deferred Income Taxes & Social Contribution

276,831

263,369

1.01.04.03

Agreement with Sao Paulo City Hall

151,295

172,174

1.01.04.04

Cef - Debêntures

337,846

330,587

1.01.04.05

Other receivables

57,106

50,506

1.02

Noncurrent assets

20,117,023

19,740,214

1.02.01

Long-term assets

2,134,639

2,122,317

1.02.01.01

Sundry receivables

2,134,639

2,122,317

1.02.01.01.01

Trade accounts receivable

351,499

270,484

1.02.01.01.02

Balances & Transactions with Related Parties

921,983

934,208

1.02.01.01.03

Indemnities receivable

146,213

146,213

1.02.01.01.04

Escrow deposits

41,804

47,682

1.02.01.01.05

Deferred Income Tax & Social Contribution

568,671

620,858

1.02.01.01.06

Other receivables

104,469

102,872

1.02.01.02

Intercompany receivables

0

0

1.02.01.02.01

Affiliates

0

0

1.02.01.02.02

Subsidiaries

0

0

1.02.01.02.03

Other related parties

0

0

1.02.01.03

Other

0

0

1.02.02

Permanent assets

17,982,384

17,617,897

1.02.02.01

Investments

1,320

720

1.02.02.01.01

In affiliated companies

0

0

1.02.02.01.02

In subsidiaries

0

0

1.02.02.01.03

Other investments

600

0

1.02.02.01.06

Shares in other companies

698

698

1.02.02.01.07

Compulsory deposits - Eletrobrás

22

22

1.02.02.02

Property, plant and equipment

8,906,945

15,972,770

1.02.02.02.01

Property, plant and equipment

5,848,854

11,674,984

1.02.02.02.02

Construction in progress

3,058,091

4,297,786

1.02.02.03

Intangible

9,074,119

1,644,407

1.02.02.04

Deferred charges

0

0

Page: 14

 
 

08.02 - CONSOLIDATED BALANCE SHEETS - LIABILITIES (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

2

Total liabilities and shareholders’ equity

23,539,694

22,879,326

2.01

Current liabilities

3,140,001

3,227,786

2.01.01

Loans and financing

655,972

646,294

2.01.02

Debentures

507,670

766,660

2.01.02.01

6th issue of debentures

0

238,461

2.01.02.02

8th issue of debentures

451,266

442,091

2.01.02.03

Interest on debentures

56,404

86,108

2.01.03

Trade accounts payable

194,578

175,933

2.01.04

Taxes payable

182,058

168,692

2.01.04.01

Income tax

43,427

42,464

2.01.04.02

Social contribution tax

17,279

15,671

2.01.04.03

PAES  (tax debt refinancing program)

35,026

34,688

2.01.04.04

COFINS and PASEP (taxes on revenue)

48,840

39,885

2.01.04.05

INSS (Social security contribution)

22,971

23,768

2.01.04.06

Other

14,515

12,216

2.01.05

Dividends payable

0

0

2.01.06

Reserves

759,000

713,318

2.01.06.01

For Tax Contingencies

3,074

2,634

2.01.06.02

For Civil Contingencies

17,366

21,499

2.01.06.03

For Contingencies with Suppliers

344,698

195,169

2.01.06.04

For Contingencies with Customers

299,535

457,984

2.01.06.05

For Environmental Contingencies

21,849

21,813

2.01.06.06

For Labor Contingencies

72,478

14,219

2.01.07

Intercompany payables

0

0

2.01.08

Other

840,723

756,889

2.01.08.01

Payroll and related charges

276,932

241,570

2.01.08.02

Accounts Payable

195,661

213,639

2.01.08.03

Interest on capital payable

56

56

2.01.08.04

Deferred taxes

18,469

27,134

2.01.08.05

Refundable amounts

63,202

59,837

2.01.08.06

Program contract commitments

146,645

68,207

2.01.08.07

Other payables

139,758

146,446

2.02

Noncurrent liabilities

8,798,006

8,499,660

2.02.01

Long-term liabilities

8,798,006

8,499,660

2.02.01.01

Loans and financing

4,285,199

3,808,766

2.02.01.02

Debentures

2,211,101

2,210,690

2.02.01.02.01

9th issue of debentures

228,279

228,355

2.02.01.02.02

10th issue of debentures

277,319

277,435

2.02.01.02.03

11th issue of debentures

1,205,528

1,204,925

2.02.01.02.04

12th issue of debentures

499,975

499,975

2.02.01.03

Reserves

643,068

852,695

 
Page: 15

 
 

1 - Code

2 - Description

3 - 09/30/2010

4 - 06/30/2010

2.02.01.03.01

For Tax Contingencies

60,224

63,733

2.02.01.03.02

For Civil Contingencies

147,712

154,013

2.02.01.03.03

For Contingencies with Suppliers

9,103

168,279

2.02.01.03.04

For Contingencies with Customers

330,847

346,751

2.02.01.03.05

For Environmental Contingencies

38,833

24,121

2.02.01.03.06

For Labor Contingencies

56,349

95,798

2.02.01.04

Intercompany payables

0

0

2.02.01.05

Advance for future capital increase

0

0

2.02.01.06

Other

1,658,638

1,627,509

2.02.01.06.01

Deferred taxes

169,161

162,600

2.02.01.06.02

PAES (tax debt refinancing program)

61,295

69,375

2.02.01.06.03

Social security charges

506,660

504,114

2.02.01.06.04

Indemnities

30,847

30,847

2.02.01.06.05

Program contract commitments

105,246

102,399

2.02.01.06.06

Provision for Actuarial Liability Law 4819/58

493,531

507,772

2.02.01.06.07

Private Public Partnership

192,552

144,192

2.02.01.06.08

Other payables

99,346

106,210

2.03

Deferred income

0

0

2.04

Interest of non-controlling shareholders

0

0

2.05

Shareholders' equity

11,601,687

11,151,880

2.05.01

Capital

6,203,688

6,203,688

2.05.02

Capital reserves

124,255

124,255

2.05.02.01

Support to projects

108,475

108,475

2.05.02.02

Incentive reserve

15,780

15,780

2.05.03

Revaluation reserves

2,109,284

2,088,454

2.05.03.01

Own assets

2,109,284

2,088,454

2.05.03.02

Subsidiaries/Affiliates

0

0

2.05.04

Profit reserves

2,054,594

2,054,594

2.05.04.01

Legal

378,526

378,526

2.05.04.02

Statutory

0

0

2.05.04.03

For contingencies

0

0

2.05.04.04

Unrealized profit

0

0

2.05.04.05

Profit retention

0

0

2.05.04.06

Special for unpaid dividends

0

0

2.05.04.07

Other profit reserves

1,676,068

1,676,068

2.05.04.07.01

Reserve for investments

1,676,068

1,676,068

2.05.05

Adjustments of Equity Evaluation

0

0

2.05.05.01

Adjustments of Marketable Securities

0

0

2.05.05.02

Accumulated Conversion  Adjustments

0

0

2.05.05.03

Business Combination Adjustments

0

0

2.05.06

Retained earnings (accumulated deficit)

1,109,866

680,889

2.05.07

Advance for future capital increase

0

0

 
 
Page: 16

 

 

09.01 - CONSOLIDATED STATEMENT OF INCOME (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

3.01

Gross revenue from sales and/or services

1,976,537

5,766,598

1,749,076

5,272,095

3.02

Gross revenue deductions

(140,902)

(409,172)

(120,105)

(366,135)

3.03

Net revenue from sales and/or services

1,835,635

5,357,426

1,628,971

4,905,960

3.04

Cost of sales and/or services

(823,451)

(2,327,203)

(762,094)

(2,427,366)

3.05

Gross profit

1,012,184

3,030,223

866,877

2,478,594

3.06

Operating (expenses) income

(324,674)

(1,379,962)

(561,308)

(1,130,470)

3.06.01

Selling

(216,801)

(630,725)

(201,415)

(597,238)

3.06.02

General and administrative

(140,267)

(399,791)

(209,942)

(458,850)

3.06.03

Financial

21,745

(354,617)

(156,970)

(89,216)

3.06.03.01

Financial income

80,834

240,184

40,797

153,823

3.06.03.01.01

Financial income

80,809

240,030

40,664

161,192

3.06.03.01.02

Exchange gains

25

154

133

(7,369)

3.06.03.02

Financial expenses

(59,089)

(594,801)

(197,767)

(243,039)

3.06.03.02.01

Financial expenses

(119,589)

(616,725)

(301,529)

(617,495)

3.06.03.02.02

Exchange losses

60,500

21,924

103,762

374,456

3.06.04

Other operating income

15,769

37,928

15,506

33,570

3.06.04.01

Other operating income

17,376

41,794

17,087

36,992

3.06.04.02

COFINS and PASEP (taxes on revenue)

(1,607)

(3,866)

(1,581)

(3,422)

3.06.05

Other operating expenses

(5,120)

(32,757)

(8,487)

(18,736)

3.06.05.01

Loss on write-off of property, plant and equipment items

(2,746)

(14,941)

(5,702)

(11,750)

3.06.05.02

Provision for Losses in Tax Incentives

0

0

0

(300)

3.06.05.03

Tax Incentives

(2,339)

(3,243)

(1,250)

(4,322)

3.06.05.04

Provision for Actuarial Liability Law 4819/58

0

(14.237)

0

0

3.06.05.05

Provision for Loss – Law 4819/58

0

0

0

0

3.06.05.02

Other

(35)

(336)

(1,535)

(2,364)

3.06.06

Equity in subsidiaries

0

0

0

0

3.07

Income from operations

687,510

1,650,261

305,569

1,348,124

 
Page: 17

 

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

3.08

Nonoperating income (expenses)

0

0

0

0

3.08.01

Income

0

0

0

0

3.08.02

Expenses

0

0

0

0

3.09

Income before taxes and profit sharing

687,510

1,650,261

305,569

1,348,124

3.10

Provision for income and social contribution taxes

(199,816)

(634,842)

(198,822)

(576,057)

3.10.01

Provision for income tax

(146,196)

(466,198)

(145,564)

(422,056)

3.10.02

Provision for social contribution tax

(53,620)

(168,644)

(53,258)

(154,001)

3.11

Deferred income tax

(37,887)

58,631

88,980

144,539

3.11.01

Deferred income tax

(27,858)

43,111

65,192

106,044

3.11.02

Deferred social contribution tax

(10,029)

15,520

23,788

38,495

3.12

Statutory profit sharing/contributions

0

0

0

0

3.12.01

Profit sharing

0

0

0

0

3.12.02

Contributions

0

0

0

0

3.13

Reversal of interest on capital

0

0

0

0

3.14

Non-controlling Shareholders Interest

0

0

0

0

3.15

Net income (loss)

449,807

1,074,050

195,727

916,606

 

Number of shares, former treasury shares (thousand)

227,836

227,836

227,836

227,836

 

EARNINGS PER SHARE (Reais)

1.97426

4.71414

0.85907

4.02310

 

LOSS PER SHARE (Reais)

 

 

 

 

 
Page: 18

 

 

10.01 - CONSOLIDATED STATEMENT OF CASH FLOWS - INDIRECT METHOD (In thousands of Brazilian reais - R$)

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

4.01

Net  Cash from Operating Activities

495,829

1,235,230

555,705

1,624,193

4.01.01

Cash Generated from Operations

1,144,599

3,184,159

817,989

2,696,787

4.01.01.01

Net Income before Income Tax and Social Contribution

687,510

1,650,261

305,569

1,348,124

4.01.01.02

Provision for Contingencies

15,328

228,460

270,746

425,534

4.01.01.03

Reversal of Provision for Losses

(122)

(29)

(222)

846

4.01.01.04

Social Security Obligations

6,350

38,531

19,178

57,365

4.01.01.05

Write-off of Fixed Assets

2,746

14,941

5,702

11,750

4.01.01.06

Depreciation and Amortization

144,450

439,259

161,480

484,656

4.01.01.07

Intersts on Loans and Financings Payable

136,852

390,456

114,336

348,658

4.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

(45,080)

42,173

(106,635)

(376,288)

4.01.01.09

Expenses with Interests and Monetary Variations

986

3,211

1,323

4,345

4.01.01.10

Income with Interests and Monetary Variations

(926)

(44,842)

(6,537)

(16,046)

4.01.01.11

Allowance for Doubtful Accounts

88,631

257,911

71,509

234,658

4.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

9,226

18,379

(26,386)

102,800

4.01.01.13

Provision for Actuarial Liability Law 4819/58

0

14,237

0

0

4.01.01.15

Other Provisions/Reversals

87

(900)

88

316

4.01.01.16

Provision for PMSP Agreement

(6,090)

27,460

3,296

65,527

4.01.01.17

Other write-offs

0

0

4,542

4,542

4.01.01.17

Prov. Externality PMSP

79,330

79,330

0

0

4.01.01.18

Provision Sabesprev Mais

25,321

25,321

0

0

4.01.02

Variation to Assets and Liabilities

(267,133)

(826,765)

17,815

(187,934)

4.01.02.01

Accounts Receivable

(126,092)

(177,143)

(97,781)

(132,227)

4.01.02.02

Balances and Transactions with Related Parties

17,679

26,499

13,347

51,069

4.01.02.03

Inventories

1,229

9,912

2,263

9,728

4.01.02.04

Taxes Recoverable

(5,584)

(7,340)

(328)

1,141

4.01.02.05

Other Accounts Receivable

6,031

(407,275)

(3,682)

(21,766)

4.01.02.06

Judicial Deposits

(2,141)

(3,319)

(15,011)

(29,130)

4.01.02.07

Indemnifications Receivable

0

0

0

2,581

 
Page: 19

 

 

1 - Code

2 - Description

3 - 07/01/2010

to 09/30/2010

4 - 01/01/2010

to 09/30/2010

5 -07/01/2009

to 09/30/2009

6 - 01/01/2009

to 09/30/2009

4.01.02.08

Contractors and Suppliers

9,669

(268)

47,667

26,343

4.01.02.09

Salaries, Provisions and Social Security Obligations

26,136

19,401

36,101

51,060

4.01.02.10

Provision for Actuarial Liability Law 4819/58

(14,241)

(38,733)

0

0

4.01.02.11

Taxes and Contributions Payable

(4,140)

(55,371)

(5,423)

(68,674)

4.01.02.12

Accounts Payable

(17,979)

1,750

(3,111)

1,519

4.01.02.13

Other Obligations

18,856

95,021

74,225

128,570

4.01.02.14

Contingencies

(172,752)

(277,925)

(26,233)

(195,437)

4.01.02.15

Pension Plan - Sabesprev Transfer

(3,804)

(11,974)

(4,219)

(12,711)

4.01.03

Others

(381,637)

(1,122,164)

(280,099)

(884,660)

4.01.03.01

Interests paid

(188,995)

(473,608)

(126,568)

(407,019)

4.01.03.02

Income Tax and Contributions Paid

(192,642)

(648,556)

(153,531)

(477,641)

4.02

Net Cash from Investment Activities

(484,336)

(1,319,791)

(596,855)

(1,358,133)

4.02.01

Acquisition of Items of Fixed Assets

(474,590)

(1,282,889)

(591,511)

(1,336,957)

4.02.02

Increase in Intangibles

(9,146)

(36,302)

(5,344)

(23,446)

4.02.03

Increase in Investments

(600)

(600)

0

2,270

4.03

Net Cash from Financing Activities

308,339

680,744

(261,485)

(505,523)

4.03.01

Funding

677,131

2,702,413

94,736

939,473

4.03.02

Loan Amortizations

(368,792)

(1,656,283)

(356,221)

(1,159,665)

4.03.03

Payment of Interests on Shareholders´ Equity

0

(365,386)

0

(285,331)

4.04

Foreign Exchange Variation on Cash & Cash Equivalents

0

0

0

0

4.05

Increase(Decrease) in Cash & Cash Equivalents

319,832

596,183

(302,635)

(239,463)

4.05.01

Beginning Balance of Cash & Cash Equivalents

1,047,359

771,008

688,904

625,732

4.05.02

Ending Balance of Cash & Cash Equivalents

1,367,191

1,367,191

386,269

386,269

 
Page: 20

 
 

11.01 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS’ EQUITY FROM 07/01/2010 to 09/30/2010 (In thousands of Brazilian reais - R$)

 

1 - CODE

2 - DESCRIPTION

3 - CAPITAL STOCK

4 -CAPITAL RESERVES

5 - REVALUATION RESERVES

6 - PROFIT RESERVES

7 -RETAINED EARNINGS/LOSSES

8 -EQUITY ADJUSTMENTS

9 -TOTAL SHAREHOLDERS´ EQUITY

5.01

Beginning Balance

6,203,688

124,255

2,088,454

2,054,594

680,889

0

11,151,880

5.02

Adjustments from Previous Years

0

0

0

0

0

0

0

5.03

Adjusted Balance

6,203,688

124,255

2,088,454

2,054,594

680,889

0

11,151,880

5.04

Profit/Loss for the Period

0

0

0

0

449,807

0

449,807

5.05

Allocations

0

0

0

0

0

0

0

5.05.01

Dividends

0

0

0

0

0

0

0

5.05.02

Interests on Shareholders´ Equity

0

0

0

0

0

0

0

5.05.03

Other Allocations

0

0

0

0

0

0

0

5.06

Realization of Profit Reserves

0

0

0

0

0

0

0

5.07

Equity Adjustments

0

0

0

0

0

0

0

5.07.01

Marketable Securities Adjustments

0

0

0

0

0

0

0

5.07.02

Accumulated Conversion Adjustments

0

0

0

0

0

0

0

5.07.03

Adjustments from Business Combinations

0

0

0

0

0

0

0

5.08

Increase/Decrease in Capital Stock

0

0

0

0

0

0

0

5.09

Capital Reserves Constitution/Realization

0

0

0

0

0

0

0

5.10

Treasury Stock

0

0

0

0

0

0

0

5.11

Other Capital Stock Transactions

0

0

0

0

0

0

0

5.12

Others

0

0

20,830

0

(20,830)

0

0

5.13

Ending Balance

6,203,688

124,255

2,109,284

2,054,594

1,109,866

0

11,601,687

 
Page: 21

 

 

11.02 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS’ EQUITY FROM 01/01/2010 to 09/30/2010 (In thousands of Brazilian reais - R$)

 

1 - CODE

2 - DESCRIPTION

3 - CAPITAL STOCK

4 -CAPITAL RESERVES

5 - REVALUATION RESERVES

6 - PROFIT RESERVES

7 -RETAINED EARNINGS/LOSSES

8 -EQUITY ADJUSTMENTS

9 -TOTAL SHAREHOLDERS´ EQUITY

5.01

Beginning Balance

6,203,688

124,255

2,145,100

2,054,594

0

0

10,527,637

5.02

Adjustments from Previous Years

0

0

0

0

0

0

0

5.03

Adjusted Balance

6,203,688

124,255

2,145,100

2,054,594

0

0

10,527,637

5.04

Profit/Loss for the Period

0

0

0

0

1,074,050

0

1,074,050

5.05

Allocations

0

0

0

0

0

0

0

5.05.01

Dividends

0

0

0

0

0

0

0

5.05.02

Interests on Shareholders´ Equity

0

0

0

0

0

0

0

5.05.03

Other Allocations

0

0

0

0

0

0

0

5.06

Realization of Profit Reserves

0

0

0

0

0

0

0

5.07

Equity Adjustments

0

0

0

0

0

0

0

5.07.01

Marketable Securities Adjustments

0

0

0

0

0

0

0

5.07.02

Accumulated  Conversion Adjustments

0

0

0

0

0

0

0

5.07.03

Adjustments from Business Combinations

0

0

0

0

0

0

0

5.08

Increase/Decrease in Capital Stock

0

0

0

0

0

0

0

5.09

Capital Reserves Constitution/Realization

0

0

0

0

0

0

0

5.10

Treasury Stock

0

0

0

0

0

0

0

5.11

Other Capital Stock Transactions

0

0

0

0

0

0

0

5.12

Others

0

0

(35,816)

0

35,816

0

0

5.13

Ending Balance

6,203,688

124,255

2,109,284

2,054,594

1,109,866

0

11,601,687

 
Page: 22

 

01444-3 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO   43.776.517/0001-80

 

06.01 - EXPLANATORY NOTES

                                                 

Amounts in thousands of Brazilian reais - R$, unless otherwise stated

 

 

1.            OPERATIONS

 

Companhia de Saneamento Básico do Estado de São Paulo - Sabesp (“Sabesp” or the “Company”) is a mixed-capital company headquartered in São Paulo, controlled by the São Paulo State Government. The Company is engaged in the provision of basic and environmental sanitation services, and supplies treated water on a bulk basis and provides sewage treatment services for another six municipalities of the Greater São Paulo Metropolitan Area.

 

In addition to providing basic sanitation services in the State of São Paulo, SABESP may perform these activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. The new Sabesp vision sets forth as objective to be recognized as the company that has universalized the Sanitation services in its area of operation, focused on the customer, in a sustainable and competitive way, with excellence in environmental solutions.

 

The Company provides water and sewage services in 364 municipalities in the State of São Paulo. Highlighting that the operations of the municipalities of Itapira, Araçoiaba da Serra, Iperó and Cajobi have ceased temporarily due to judicial orders still in progress. On September 30, 2010, the assets referring to these four municipalities were R$20,158. Nearly all of which are through concessions granted by the municipalities and most of them with a 30-year term. Up to September 30, 2010, 92 concessions had expired and all of them are in the phase of being negotiated with the municipalities. From October 1st, 2010 to 2030 72 concessions will expire, including those with undetermined term. Up to September 30, 2010 198 program contracts were signed.

 

Management expects that all the expired concessions will be renewed or extended, thus there will not be a discontinuity of the water supply and sewage collection in these municipalities. On September 30, 2010 the net book value of the property, plant and equipment used in the 92 municipalities where the concessions are under negotiation totals R$2,192 million and the net revenue for the period ended on September 30, 2010 totals R$886 million.

 

In the municipality of Santos, in the Santista lowland, which has an expressive population, the Company operates supported by a public authorization deed, a similar situation in other municipalities in that region and in the Ribeira valley, where the Company started to operate after the merger of the companies that formed it.

 

The important changes in regulation of the sanitation sector occurred in 2007 generated new challenges and opportunities to Sabesp. The regulatory milestone has consolidated the integration between the investments of the service provider and the priorities set forth by the holder of the services, it made the provision of accounts more effective and transparent and increased the security for investments.

 

The Company’s shares have been listed on the “Novo Mercado” (New Market) segment of the BOVESPA (São Paulo Stock Exchange) since April 2002, and on the New York Stock Exchange (NYSE) as ADRs (American Depositary Receipts) since May 2002.

 

All information about areas of concession, number of municipalities, water and sewage volume and other related data disclosed in this report, which do not arise from the accounting and/or financial statements, have not been examined by the independent auditors. 

 

 

Page: 23

 

 

2.            PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS

 

The financial statements have been approved by the Board of Directors on November 11, 2010.

 

(i)            Presentation of the Quarterly Information

 

The quarterly information were prepared and have been presented consistently with the accounting standards adopted in the preparation of the financial statements of the fiscal year ended on December 31, 2009, as allowed by CVM Resolution 603/09.

 

On September 30, 2010, Management prepared an estimate of the possible effects in shareholders’ equity and in the result, being that the main accounting statements, interpretations and directions that might impact the Company’s financial statements are:

 

CPC 20 – Cost of Loans, approved by CVM Resolution 577

 

CPC 21 – Interim financial statement, approved by CVM Resolution 581

 

CPC 22 -  Segment Information, approved by CVM Resolution 582

 

CPC 27 – Fixed Assets, approved by CVM Resolution 619

 

CPC 33 – Employees’ Benefits, approved by CVM Resolution 600

 

CPC 37 – Initial adoption of accounting international standards, approved by CVM Resolution 609

 

CPC 38 – Financial Instruments: recognition and measurement, approved by CVM Resolution 604

 

CPC 39 – Financial Instruments: presentation, approved by CVM Resolution 604

 

CPC 40 – Financial Instruments: evidence, approved by CVM Resolution 604

 

- Interpretations:

 

ICPC 01 – Concession Contracts, approved by CVM Resolution 611

 

ICPC 08 – Accounting for proposal for payment of dividends, approved by CVM Resolution 601

 

ICPC 11 – Receiving of customers’ assets in transfer, approved by CVM Resolution 620

 

Estimate of possible impacts in the application of the CPC’s:

 
Page: 24

 
 

 

 

September 30, 2010

 

Shareholders’ Equity

 

Result

Beginning Balances before the application of CPC's

11,601,687

 

1,074,050

Write-off of GESP receivables related to Law 4819/58

(696,283)

 

-

Supplement of Actuarial Obligation

(878,284)

 

(44,661)

Other Adjustments

196,959

 

69,723

Deferred Income Taxes

(683,386)

 

(7,359)

 

 

 

 

Ending Balance after the application of CPC’s

9,540,693

 

1,091,753

 

Management, after refining the figures above and the conclusion of the studies regarding the disclosure and other related matters will restate the Quarterly Information – ITR in accordance with CVM Resolution 603/09. At this point, Management considered not practicable the presentation of this Quarterly Information – ITR in accordance with new CPC´s.

 

(ii)           Consolidated Financial Statements

 

The consolidated financial statements include the financial statements of Sabesp and its subsidiary Sesamm, which were included in the proportion of their equity interest. The Company maintains the shared control, detailed in Note 7, which fiscal year is coincidental to the holding’s and the accounting policies are uniform.

 

Although Sabesp’s equity interest in Sesamm capital stock is not majority interest, the shareholders’ agreement provides for the vetoing power on certain management matters indicating shared control on subsidiaries. Due to that, the Financial Statements have been presented in a consolidated basis.

 

The consolidation process of the balance sheet and income statement accounts adds up the balances of the assets, liabilities, revenues and expenses according to their nature, complemented by the elimination of the equity interest of the holding company in the capital stock and retained earnings of the subsidiary.

 

 

3.         CASH & CASH EQUIVALENTS

 

 

HOLDING

 

CONSOLIDATED

 

Sep/10

Jun/10

 

Sep/10

Jun/10

Cash and Banks

68,437

70,405

 

68,489

70,455

Cash Equivalents

1,296,601

976,435

 

1,298,702

976,904

 

1,365,038

1,046,840

 

1,367,191

1,047,359

 

 

Page: 25

 

4.            ACCOUNTS RECEIVABLE FROM CUSTOMERS

 

(a)           Balances

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

 

Jun/10

 Private sector

 

 

 

 General and special customers (i) (ii)

810,075

 

774,393

 Agreements (iii)

255,634

 

261,673

 

1,065,709

 

1,036,066

 Government entities

 

 

 

 Municipal

559,049

 

564,260

 Federal

2,850

 

3,097

 Agreements (iii)

202,087

 

151,914

 

763,986

 

719,271

 Bulk sales - Municipal Administration Offices (iv)

 

 

 

 - Guarulhos

447,934

 

439,867

 - Mauá

210,374

 

203,419

 - Mogi das Cruzes

14,313

 

14,204

 - Santo André

473,328

 

457,497

 - São Caetano do Sul

3,681

 

3,623

 - Diadema

144,704

 

140,765

Wholesale total - Municipal City Halls

1,294,334

 

1,259,375

 

 

 

 

Unbilled supply

365,425

 

338,976

Subtotal

3,489,454

 

3,353,688

Allowance for doubtful accounts

(2,097,302)

 

(1,999,309)

Total

1,392,152

 

1,354,379

 

 

 

 

Current

1,040,653

 

1,083,895

Non-current (v)

351,499

 

270,484

 

(i)            General customers - residential and small and medium-sized companies.

 

(ii)           Special customers - large consumers, commercial, industries, condominiums and special billing consumers (industrial waste, wells, etc.).

 

(iii)          Agreements - installment payments of past-due receivables, plus monetary adjustment and interest.

 

(iv)          Whosale - municipal city halls - The balance of accounts receivable from wholesalers refers to the sale of treated water to the municipalities which are responsible for the distribution, billing and collection from the end consumers, some of these municipalities question judicially the tariffs charged by Sabesp and do not pay the amounts under litigation. The past due amounts that are included in the allowance for doubtful accounts are substantially classified in non-current assets, according to the following table:

 

Page: 26


 

 

 

 

HOLDING AND CONSOLIDATED

 

3rd Qtr./10

 

2nd Qtr./10

Balance at beginning of period

1,259,375

 

1,212,676

Billing for services provided

88,530

 

87,802

Collections - current year’s services

(53,571)

 

(41,103)

Collections - previous year’s services

-

 

-

Balance at the end of the period

1,294,334

 

1,259,375

Current

29,476

 

72,946

Non-current

1,264,858

 

1,186,429

 

(v)           The non-current portion consists of past-due and renegotiated balances with customers and past-due receivables related to the wholesale of water to municipal authorities and is recorded net of allowance for doubtful accounts.

 

(b)           The aging of trade accounts receivable is as follows:

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

Current

1,064,940

958,807

Past-due:

 

 

Up to 30 days

138,693

147,720

From 31 to 60 days

70,369

72,162

From 61 to 90 days

42,278

44,708

From 91 to 120 days

37,257

39,717

From 121 to 180 days

71,187

82,629

From 181 to 360 days

129,793

119,711

Over 360 days

1,934,937

1,888,234

Total

3,489,454

3,353,688

 

(c)           Allowance for doubtful accounts

 

(i)      The activity of the provision can be presented as follows:

 

 

HOLDING AND CONSOLIDATED

HOLDING

 

3rd Qtr /10

3rd Qtr /09

Beginning balance

1,999,309

1,769,358

 

 

 

Private sector / government entities

50,759

17,622

Bulk sales

47,234

22,438

 

 

 

Additions for the period

97,993

40,060

Ending balance

2,097,302

1,809,418

 

 

 

Current

991,581

849,090

Non-current

1,105,721

960,328

 
 
Page: 27

 
 

(ii)           In the Result

 

The Company recorded probable credit losses in accounts receivable calculated, in the third quarter of 2010, in the amount of R$88,631, directly to income of the period, booked in the “Selling Expenses” line item. In the third quarter of 2009, these losses were R$71,509.

 

 

HOLDING AND CONSOLIDATED

 

3rd Qtr /10

jan to sep/10

3rd Qtr /09

jan to sep/09

Provisions (over 5,000 Brazilian reais)

(118,861)

(326,830)

(76,421)

(297,743)

Recoveries (over 5,000 Brazilian reais)

20,868

83,758

24,480

109,733

Write-offs (lower or equal to 5,000 Brazilian reais)

(43,062)

(120,011)

(43,397)

(123,844)

Recoveries (lower or equal to 5,000 Brazilian reais)

52,424

105,172

23,829

77,196

Expenses

(88,631)

(257,911)

(71,509)

(234,658)

 

 

5.            BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

The Company is a party to transactions with its controlling shareholder, São Paulo State Government (“Gesp”), and companies related to it.

 

(a)           Accounts receivable, interest on capital and operating revenue with the São Paulo State Government

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

Intercompany receivables

 

 

Current assets:

 

 

Water and sewage services (i)

111,069

112,469

Gesp Agreement (iii), (iv) and (v)

22,861

24,437

Provision for Losses (v)

(12,389)

(12,389)

Reimbursement of additional retirement and pension benefits - Agreement (ii) and (vi)

25,494

25,494

Reimbursement of additional retirement and pension benefits paid - Monthly flow (ii) and (vi)

4,363

5,337

Total current assets

151,398

155,348

Long-term assets:

 

 

Water and sewage services - Gesp Agreement (iii), (iv) and (v)

57,869

63,720

Reimbursement of additional retirement and pension benefits paid - Controversial (ii) and (vi)

510,324

496,084

Provision for Losses - Controversial (vii)

(510,324)

(496,084)

 

 

 

Reimbursement of additional retirement and pension benefits - Agreement (ii) and (vi)

167,831

174,205

Reimbursement of additional retirement and pension benefits - Reservoir (ii) and (vi)

696,283

696,283

Total Non-current

921,983

934,208

Total receivable from shareholder

1,073,381

1,089,556

 

 

 

Provision of water and sewage services

179,410

188,237

Reimbursement of additional retirement and pension benefits

893,971

901,319

 

1,073,381

1,089,556

 

 

 

 
Page: 28

 

 

 

 

HOLDING AND CONSOLIDATED

Gross revenue from sales and services

 

 

 

3rd Qtr/10

3rd Qtr/09

Water sales

49,549

46,517

Sewage services

44,129

40,060

Receipts

(104,081)

(76,387)

 

 

 

Financial Income

43,527

15,058

 

(i)            Water and sewage services

 

The Company provides supply services of water and collection of sewage to the State Government and other Companies related to it, under terms and conditions considered by Management as normal in the market, except as to the form of settlement of the credits, that may be realized under the conditions mentioned in items (iii), (iv) and (v).

 

(ii)           Reimbursement of additional retirement and pension benefits paid

 

It refers to amounts of supplemental benefits of retirement and pension plan provided by State of Sao Paulo’s Law nr. 4819/58 (“Benefits”) paid by the Company to former employees or retirees.

 

(iii)          Second Amendment to the Gesp Agreement

 

On December 28, 2007, the Company and the State of São Paulo, by means of the Secretary of Treasury signed the second amendment to the terms of the original Gesp agreement, (1) agreeing with the payment is installments of teh remaining balance of the First Amendment, in the amount of R$133,709 (amount in November 30, 2007) to be paid in 60 equal, monthly and consecutive installments, the first one maturing on January 02, 2008. The amount of the installments is monetarily adjusted according to the variation of the IPCA-IBGE, added by simple interests of 0.5% per month. In the balance of this agreement, which installments have been paid monthly, there is an amount of R$46,244 that the State does not recognize as due. Sabesp has an understanding different from the State regarding this amount, not admitting the review of these previously agreed upon values, without the demonstration, in a grounded and unmistaken way, of the lack of correspondence between the amounts presented by Sabesp and the services effectively provided. (2) with regards to the past due and unpaid accounts in the period from March, 2004 to October, 2007, resulting from the provision of water and collection of sewage services in the total of R$256,608, R$236,126 have been received and R$8,093 were transferred to other debtor and R$12,389, object of discrepancies about the validation were submitted to ARSESP and are under analysis. Up to the moment, divergences as to the debtor have been identified, although not regarding the amount of the debt. In case of reclassification of the person responsible for paying the bill, Sabesp transferred the collection to the corresponding Entity. (3) the

 
Page: 29

 

 

interests on shareholders’ equity due by Sabesp to the State, referring to the period from March, 2004 to December, 2006, in the amount of R$400,823, restated from June, 2007 to November, 2007 by the Selic rate, were paid in the period from January to March, 2008, (4) the State and Sabesp agreed upon resuming the fulfillment of their reciprocal obligations, timely, under the new premises: (a) implementation of the accounts electronic management system to facilitate and speed up the follow-up of the payment processes and the procures of budgeting management; (b) structuring of the Programa of Uso Racional de Agua - PURA, to rationalize the consumption of water and the amount of the water and sewage bills of the responsibility of the State; (c) the establishment, by the State, of criteria in the budgeting of a way to avoid the displacement of amounts in the specific line of water and sewage bills as of 2008; (d) possibility of registration of state entities and bodies in a default system or master file; (e) possibility of interruption of the supply of water to the state entities in case of default in the payment of water and sewage bills.

 

Out of the invoicing of the months of November, 2007 to September, 2010, approximately 96% of the accounts have already been paid by the State Government.

 

(iv)          Third Amendment to Gesp Agreement

 

Gesp, Sabesp and DAEE, on November 17, 2008, entered into the Third Amendment to the Term of Agreement of Payment Commitment, and Other Agreements, where the State confesses to owe Sabesp the amount of R$915,251, monetarily adjusted until September, 2008 by the IPCA-IBGE, corresponding to the Uncontroversial Amount, calculated by FIPECAFI. Sabesp accepts temporarily the Reservoirs as part of the payment of the Uncontroversial Amount and offers to the State a temporary settlement, constituting a financial credit of R$696,283, corresponding to the value of the Reservoirs. The definitive settlement will only occur with the effective transfer of property in the relevant real estate notary. The remaining balance of R$218,967 is being paid in 114 monthly and consecutive installments, in the amount of R$1,920 each, restated annually by the IPCA/FIPE, added by interests of 0.5% p.m., the first installment became due on November 25, 2008.

 

Sabesp and the State are working together in order to obtain legislative authorization in order to make viable the transfer of the Reservoirs to Sabesp. However, the Attorney General Office of the State of Sao Paulo questioned the legal validity of this agreement, by means of public civil action, which main argument is the absence of specific legislative authorization for the alienation of DAEE´s estate. On October 7th, 2004 it was published the first level decision having been decided for the “….acceptance of the requests for purposes of declaring VOID the legal business entered into between Sabesp, DAEE and the State of Sao Paulo for assignment assets and credits included into the Term of Obligation Recognition, Payment Commission and Other Covenants executed on December 11, 2001 and, consequently, the expenses, upon return to the previous status, upon the return of Alto Tiete to the autarchy’s estate”. It was obtained the suspension effect of the decision. SABESP, the State Treasury and the DAEE appealed to the Court of Justice of the Sao Paulo. On August 23 of the current year, the appeal motions were submitted to trial, not being acknowledged DAEE´s appeal and denied acceptance to the others. Declaratory appeals were filed and the Company seeks to take the discussion up to the Superior Court of Justice. The effects of the decision will remain suspended until it becomes res judicata, as approved by the President of the Court of Justice. The Company’s legal counsels assess the risk of losing this proceeding as probable, in case the referred legislative authorization is obtained, which would prevent the transfer of the respective reservoirs as partial amortization of the balance receivable.

 

(v)           As mentioned before, on November 17, 2008 the Company and the State executed the 3rd Amendment to GESP Agreement, in such occasion that the amounts called controversial and uncontroversial have been quantified. In such Amendment, efforts have been set in order to resolve what was called as

 

Page: 30

 

 

Controversial Amount of Benefits. According to the fourth clause of this instrument, the Controversial Amount is represented by the difference between the Uncontroversial Amount and the amount effectively paid by the Company as supplemental retirement and pension benefits provided for Law 4819/58, under the original responsibility of the State of Sao Paulo, in the Company’s understanding, although paid by Sabesp until May, 2008, due to judicial order.

 

In executing the Third Amendment, an appreciation of the divergences that gave rise to the controversial amount of the benefits provided by Law 4819/58 has been provided. Such expectation was, at that time, based on the PGE’s will to reanalyze the matter and also, in the Company’s understanding, to the reimbursement based on external legal opinions.

 

However, recent opinions issued by PGE and received on September 4th and 22nd, 2009 and on January 4th, 2010, once again denied the reimbursement of the larger portion of this amount. As a consequence, the management’s understanding has been changed about receiving the Controversial Amount upon a direct negotiation with the State.

 

Although the negotiations with the State are still underway, it is no longer possible to ensure that the Company will recover, in an entirely amicable way, the credits related to the Controversial Amount.

 

Sabesp will not waiver to the credits that the Company considers being legitimate holder against the State. In this sense, it shall exhaust all possibilities to resolve the question in the technical and legal levels. If the divergence persists, the Company shall adopt all necessary measures to safeguard the Company’s interests.

 

In this context, the Company’s management decided to recognize in the 2008 results a provision for losses on the outstanding balance of the controversial amount. This provision, in September 30, 2010 was R$510,324. As a consequence of the recognition of this provision, it was also recorded the obligation related to the actuarial commitment kept with the beneficial owners, which right has been denied by the State, under the way it is paid by Sabesp. On September 30, 2010, the amount of this obligation was R$493,531 (June 30, 2010 – R$507,772). The details of the actuarial obligation are presented in the explanatory note nr. 13.

 

(b)           Cash and cash equivalents

 

The Company’s balance of banks and short-term investments accounts with financial institutions controlled by the State Government was R$1,325,368 and R$1,009,639 on September 30, 2010 and June 30, 2010, respectively. The financial income from such investments was R$43,527 and R$15,058 in the third quarter of 2010 and 2009, respectively. The Company, due to State Decree nº 55,357 of January 18, 2010, must invest its excess resources with financial institutions controlled by the State Government.

 

(c)           Agreement for the use of reservoirs

 

In its operations, the Company uses the Guarapiranga and Billings reservoirs; should these reservoirs not be available for use to the Company, there could be the need to collect water in more distant places. The Company does not pay any fee for the use of these reservoirs but it is responsible for their maintenance and operating costs.
 
Page: 31

 
 

(d)           Agreements with lower tariffs with State and Municipal Government Entities that joined the Rational Water Use Program (PURA).

 

The Company has contracts signed with public entities linked to the State Government and to the municipalities served involving approximately 6,200 properties, which are benefited with a 25% reduction in the tariffs of the services of water supply and sewage collection, when not in default. The contracts provide for the implementation of the rational use of water program, which considers a reduction in the consumption of water.

 

(e)           Guarantees

 

The State Government grants guarantees for some loans and financings of the Company and does not charge any fee related thereto.

 

(f)           Sesamm

 

On August 15, 2008, the Company, as part of its growing process, together with the companies OHL Médio Ambiente, Inima S.A.U. - Unipersonal (“Inima”), Técnicas y Gestion Medioambiental S.A.U. (“TGM”) and Estudos Tecnicos e Projetos ETEP Ltda. (“ETEP”) organized the company Sesamm - Serviços de Saneamento de Mogi Mirim S/A (“Sesamm” or “Subsidiary”) which corporate object is the provision of services of supplementation of the implementation of the system of separation of sewage and implementation and operation of the sewage treatment system of the Municipality of Mogi Mirim, including the disposal of solid waste generated, as per note 7.

 

(g)           Contract of personnel assignment among entities related to GESP

 

The Company has contracts of personnel assignments with entities related to the São Paulo’s State Government, where the expenditures are fully passed on the monetarily reimbursed.

 

On September 30, 2010, the expenditures with employees transferred by Sabesp to other state entities amounted to R$1,396 (September 30, 2009 – R$1,364).

 

In the same period, the expenditures with the employees of other entities at Sabesp’s disposal totaled R$72 (September 30, 2009 - R$73).

 

(h)           Services contracted from entities related to GESP

 

On September 30, 2010 Sabesp had outstanding the balance of R$11,131 payable referring to services provided to entities related to São Paulo’s State Government, among which we highlight the services of electric energy supply by Companhia Energetica de Sao Paulo - CESP, totaling 88% of the balance payable.

 

(i)                  Non-operating Assets

 

The Company had, on September 30 and June 30, 2010, the amount of R$25,371, respectively, mainly related to land granted in free lease [comodato] to Associations, Assistance Entities, Non-Governmental Organizations and to the DAEE – Department of Water and Electric Energy, among others. The land granted to the DAEE amount to R$2,289.

 

 

Page: 32

 

 

(j)            Sabesprev

 

The Company sponsors the defined contribution plan managed by Fundação Sabesp de Seguridade Social - Sabesprev. The net actuarial obligation, recorded up to September 30, 2010, is R$506,660 (June 30, 2010 - R$504,114).

 

Management is making efforts towards maintaining, in permanent basis, the timely payment by the State regarding the transactions between the parties.

 

 

6.            INDEMNIFICATIONS RECEIVABLE

 

Indemnities receivable are a non-current asset that represents amounts receivable from the Municipalities of Diadema and Mauá as an indemnity for their unilateral termination of the concessions for water supply and sewage collection services of the Company in 1995. As of September 30, 2010 and June 30, 2010, this asset amounted to R$146.213 (nominal amounts).

 

Due to these concession agreements, the Company invested in the construction of water and sewage systems in those municipalities in order to meet its concession service commitments. For the unilateral termination of the Diadema and Mauá concessions, the municipalities assumed the responsibility of supplying water and sewage services in those regions. At that time, the Company reclassified the balances of property, plant and equipment related to the assets used in those municipalities to non-current assets (indemnities receivable).

 

The net book value of the items of property, plant and equipment related to the Municipality of Diadema, reclassified in December, 1996, was R$75,231, and the balance of the indemnifications receivable from the Municipality was R$60,295.

 

The net book value of the items of property, plant and equipment related to the Municipality of Maua, reclassified in December, 1999, was R$103,763, and the balance of the indemnifications receivable from the Municipality was R$85,918.

 

The Company’s rights to the recovery of these amounts are being judicially discussed by the municipalities.

 

Sabesp filed lawsuits to collect the amounts due by the municipalities. With regards to Diadema, the execution of the agreement entered with Diadema’s Mayor Office and the Companhia de Saneamento de Diadema – Saned, has started for the payment of the indemnification, the judge of first level accepted the appeals of the Mayor’s Office and extinguished the execution. Sabesp filed an appeal against such sentence and, in December, 2005, partial approval to this appeal was granted to declare the validity of the agreement and determine that the appeals to the execution were once again judged in first level. On December 2007, the decision that accepted the execution of the Saned was rendered, ordering this company to be summoned to pay the full amount of the debt within 15 days under the penalty of fine. The realization of the pledge in cash was approved on Saned’s bank accounts and financial investments (online pledge)up to 10% of the restated amount of the debit, being blocked and withdrawn the amount of R$2,919 in March 3rd, 2009. Later, the Court of Justice determined that the pledge be made upon weekly deposit by Saned of the amount corresponding to 20% on all it receives in its bank accounts and financial investments, such decision still being subject of appeal. Regarding Diadema Mayor’s Office, a new sentence was  given to the appeals to the execution, on October,

 

 
Page: 33

 

 

2009, recognizing the existence of the right to claim the debt, and affirming that the execution against the Municipality shall be made upon precatory notes (and not by pledge). Sabesp and the Mayor’s Office have appealed against such judgment.

 

On December 29, 2008, Saned and the municipality of Diadema entered into, with the State of Sao Paulo and Sabesp, a Memorandum of Intent with the purpose to prepare studies and conduct negotiations to instruct decisions of Diadema and Sabesp, aiming at the exclusive provision of water and sewage services in the municipality of Diadema.

 

The parties agreed that the search for a negotiated solution for the currently existing conflicts among the companies is fundamental so that the public service of water supply, sewage collection and treatment have their proper development in Diadema.

 

On January, 2009 the parties presented joint petition requesting the suspension of new pledges for the period of three months in order to try to make an agreement viable. The suspension was granted by the Judge of Public Treasury and, successively renewed, being the last renewal occurred on April, 2010 in face of negotiations for agreement.

 

With regards to Mauá, a first level decision was given determining that the Municipality pays the amount of R$153.2 million as compensation for the damages caused and for loss of profits. The Maua’s City Hall appealed against this decision. On July 2006, the decision was converted in diligence consisting of an expert clarification on the amount of the indemnity for loss of profits and the expert confirmed the amount of the loss of profits determined by the lower court. In August, 2008, the appeal was judged, having fully maintained the conviction imposed in the first level. The Maua Mayor’s Office filed special and extraordinary appeals against the sentence that confirmed its conviction to indemnify Sabesp. Both appeals were not accepted by the Court of Justice, causing the filing of appeals to the Superior Court of Justice and to the Supreme Court. Superior Court of Justice has already denied acceptance to the appeal and confirmed the non admissibility of the special appeal.

 

Based on the opinion of the legal counsels, Management continues to affirm that the Company has legal right to receive the amounts corresponding the indemnification and it continues to monitor the situation of the lawsuits.

 

 

7.            INVESTMENTS

 

 

Jun/10

Equity Result

Addition

Sep/10

Sesamm

3,390

(114)

-

3,276

Saneaqua Mairinque

-

-

600

600

Others

      720

          - 

          -

      720

Total

4,110

(114)

600

4,596

 
On August 15, 2008 the company Sesamm - Serviços de Saneamento de Mogi Mirim S/A was organized with a duration term of 30 years counted from the date of signature of the Concession Contract with the municipality which corporate objective is the provision of services of complementation of the implementation of the separation system of sewages and implementation and operation of the sewage treatment system of the Municipality of Mogi Mirim, including the disposal of the solid waste generated.

 
Page: 34

 

 

On September 30, 2010 the Sesamm’s capital stock was R$10,669, divided into 10,669,549 common nominated shares, with no par value, of which Sabesp holds 36% of equity interest.

 

On September 30, 2010 the Sesamm’s operations had not still been initiated.

 

Sabesp and Foz do Brasil S/A organized, on October 8th, 2009, the company Aquapolo Ambiental S/A, having as corporate objective the production, supply and commercialization of water of reuse for Quattor Qumica S.A., Quattor Petroquimica S.A. and Quattor Participações and other companies that integrate the Petrochemical Polo. Sabesp´s equity interest is 49% of the capital stock that, on September 30, 2010 represented R$490 reais.

 

On June 14th, 2010, Sabesp and Foz do Brasil S/A organized the company Saneaqua Mairinque S/A having as corporate objective the concession of public service of water and sewage of the Municipality of Mairinque. Sabesp´s equity interest is 30% that on September, 2010 it represented R$600.

 

 

8.            PROPERTY, PLANT & EQUIPMENT

 

 

HOLDING

 

Sep/10

Jun/10

 

Cost

Accumulated depreciation

Net

Net

 

In use

 

 

 

 

 Water systems

 

 

 

 

         Land

366,786

-

366,786

954,512

         Buildings

1,291,534

(781,413)

510,121

990,912

         Connections

483,153

(163,259)

319,894

591,887

         Water meters

143,164

(57,610)

85,554

154,903

         Networks

1,926,420

(631,030)

1,295,390

2,205,715

         Wells

179,837

(114,834)

65,003

69,987

         Equipment

295,019

(202,061)

92,958

167,867

         Others

14,410

(11,351)

3,059

3,389

 

4,700,323

(1,961,558)

2,738,765

5,139,172

 Sewage systems

 

 

 

 

         Land

138,325

-

138,325

346,382

         Buildings

744,232

(264,939)

479,293

945,915

         Connections

489,002

(198,923)

290,079

511,063

         Networks

2,341,233

(539,456)

1,801,777

4,239,883

         Equipment

215,782

(158,019)

57,763

153,455

         Others

2,533

(2,100)

433

491

 

3,931,107

(1,163,437)

2,767,670

6,197,189

   General use

 

 

 

 

         Land

91,134

-

91,134

91,452

         Buildings

136,010

(87,283)

48,727

48,939

         Transportation equipment

138,215

(116,885)

21,330

21,133

         Information Technology Equipment

126,598

(93,452)

33,146

34,587

         Furniture, Fixture and Equipment

263,608

(144,689)

118,919

114,213

         Lands granted in free lease

20,488

-

20,488

20,488

         Items granted in free lease

6,816

(1,933)

4,883

4,883

 

782,869

(444,242)

338,627

335,695

Subtotal in operation

9,414,299

(3,569,237)

5,845,062

11,672,056

 

 

 

 

 

Work in progress:

 

 

 

 

         Water systems

924,031

-

924,031

1,782,600

         Sewage systems

2,120,795

-

2,120,795

2,502,299

         Others

13,252

-

13,252

12,873

Subtotal in progress

3,058,078

-

3,058,078

4,297,772

 

 

 

 

 

Grand Total

12,472,377

(3,569,237)

8,903,140

15,969,828

Page: 35

 

 

The consolidated balance is R$8,906,945, the difference being of R$3,792 in relation to the sewage projects and R$13 represented mainly by furniture and fixture and equipment.

 

On September 30, 2010 reclassifications amounting to R$7,348,740 have been carried out to items of property, plant and equipment to intangible assets, in relation to the execution of the “Contract of Provision of Public Services of Water and Sanitation Sewage” between the State and the Municipality of Sao Paulo and Sabesp, for the period of 30 years, authorized by the municipal law 14934/09.

 

Such reclassifications are demonstrated as follows:

 

Fixed Assets in Operation                 5,965,091

Fixed Assets in Progress                    1,383,649

 

The operating fixed assets represent the assets involved in the provision of water supply and sewage collections. Sabesp owns and manages assets that have come about as a result of economic-financial reports, and programme contracts.

The concession contracts provide that the assets will be returned to the conceding power at the end of the period, upon indemnification by the net market value as set forth in each contract. In the program contracts, the indemnification will correspond to the net present value of the cash flow in the remaining period at the date of resume of the services, monetarily restated and added by interests until the date of effective payment.

 

(a)           Depreciation

 

Depreciation is calculated at the following rates:

 

Structure - 2%, connections - 2%, hydrometers - 10%, networks - 2%, wells - 5%, equipment - 5%, transportation equipment - 10%, information technology equipment - 20%, furniture and fixture - 6.7%.

 

Page: 36

 
 

(b)           Write-off of Property, Plant and Equipment

 

In the third quarter and in the period from January to September, 2010, the Company wrote off items of Property, Plant & Equipment in the amount of R$2,746 and R$14,941, respectively, being that our of the total written off, R$1,903 and R$13, 266 refer the assets in operation group, due to obsolescence, theft and alienation, and R$843 and R$1,675 refer to deactivated works, unproductive wells and economic unfeasible projects. In the same period of 2009, the write-offs totaled R$5,702 and R$14,021, respectively, resulting in a total loss of R$5,702 and R$11,750.

 

(c)           Interest capitalization and financial charges

 

The Company capitalized interests and monetary variation, including foreign exchange variation, into fixed assets in the amount of R$16,416 in the third quarter of 2010 (in the third quarter of 2009 – R$(10,757)) during the period when the assets were presented as work in progress.

 

(d)           Work in Progress

 

The provision for disbursements from the fourth quarter of 2010 until 2015, referring to investments already contracted, is approximately R$2,483 million (not audited).

 

(e)           Expropriations

 

As a result of the execution of priority works related to the water and sewage systems there was the need to expropriate in third party’s properties which owners shall be reimbursed by amicable or judicial means.

 

The forecast for disbursements to be made after the fourth quarter, 2010, is approximately R$579 million (not audited), which shall be covered by own resources. The assets object of these lawsuits shall be recorded in the fixed assets when the operation is carried out. In the third quarter of 2010, the amount referring to the expropriations was R$3,328 (in the third quarter of 2009 - R$612).

 

(f)           Assets given in Guarantee

 

On September 30, 2010 and June 30, 2010 the Company held assets in the amount of R$249,034 given in guarantee to Request of Special Payment in Installment - Paes (Note 12).

 

(g)           Non-operating Assets

 

The Company had, on September 30, 2010 and June 30, 2010 the amount of R$25,371, related mainly to lands granted in free lease to the Associations, Assistance Entities, Non-Governmental Organizations and to the DAEE - Departamento de Aguas e Energia Eletrica, among others.

 

(h)           Revaluation

 

Property, plant and equipment items were revaluated in 1990 and 1991 and have been depreciated at annual rates which take into consideration the estimated remaining economic useful lives.

 

 

Page: 37

 
 

As permitted by CVM Instruction 197/93, the Company did not record a provision for the tax effects (deferred taxes) on the surplus of the revaluation of property, plant and equipment carried out in 1990 and 1991. Had the income tax and social contribution on the revaluation reserve been accounted for, the unrealized amount at September 30, 2010 would be R$328,723 (R$348,956 up to September 30, 2009). The amounts of R$35,816 and R$67,366 from the revaluation reserve were realized in the periods ended on September 30, 2010 and December 30, 2009, respectively.

 

The Company elected to keep the Revaluation Reserve recorded until its respective realization.

 

(i)            Assets totally depreciated in operation

 

On September 30, 2010 and June 30, 2010 the gross book value of the totally depreciated assets that are still in use is R$979,733 and R$957,902, respectively.

 

(j)            PPP – Public Private Partnership

 

- CABSPAT

 

Sabesp and CSB – Sistema Produtor Alto Tiete S/A, special purpose company organized by the companies Galvão Engenharia S.A. and Companhia Aguas dop Brasil – CAB Ambiental, executed in June, 2008 the Public Private Partnership contracts of the Sistema Produtor Alto Tiete.

 

The service contract represents a 15-year commitment, during which the works of capacity increase of the Taiaçupeba Water Treatment Station, the construction of large-sized aqueducts and four reservoirs that will have the capacity to store 70 million litters, are provided.. In addition to the works, it shall be the company’s responsibility the provision of maintenance services to the dams; inspection and maintenance of tunnels and channels; civil and electro-mechanic maintenance in units that integrate the Alto Tiete System; the treatment and final disposal of the mud generated in the production of treated water and other services.

 

The initiative will make investments viable for the realization of a set of works and services that will enhance the offer of water from 10 to 15 thousand liters per second, thus ensuring the regularity of the supply across the region.

 

On September 30, 2010 the book amount recorded in the Company’s fixed assets related to the PPP still under construction is R$254,370 (Jun/2010 - R$206,010).

 

In the period from January to September, 2010 it was paid to CAB the amount of R$38,532, being R$23,115 recorded as expenses and R$15,417 as amortization of expenditures related to the construction.

 

Page: 38

 
 

9.            INTANGIBLE

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

June/10

Concessions (i)

512,400

496,745

Program contracts (commitments) (ii)

303,825

306,534

License of Use (Software’s) (iii)

5,785

6,119

Program Contracts - investments performed (iv)

894,628

833,354

New Businesses (v)

       8,741

        1,655

Contract of Public Service Provision (SP) (vi)

7,348,740

                -

Total

9,074,119

1,644,407

 

(i) Concessions

 

In the period between 1999 and 2006, the negotiations for new concessions were conducted on the basis of the economic and financial results of the transaction, determined in an appraisal report issued by independent experts.

 

The amount determined in the respective contract, after the transaction is closed with the municipal authorities, with payment through Company shares in cash, is recorded in this account and amortized over the period of the related concession (normally 30 years). As of September 30, 2010 and June 30, 2010 there were no amounts pending related to these payments to the municipalities.

 

The net amount shown relates to concessions with the following municipalities:

 

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

 

Cost

Accumulated amortization

Net

Net

Agudos

10,285

(3,166)

7,119

7,101

Bom Sucesso do Itararé

955

(133)

822

805

Campo Limpo Paulista

21,204

(5,321)

15,883

16,055

Conchas

4,258

(1,011)

3,247

3,263

Duartina

2,105

(553)

1,552

1,515

Estância de Serra Negra

15,709

(3,554)

12,155

12,295

Itapira

16,360

(1,330)

15,030

15,030

Itararé

6,543

(2,263)

4,280

4,336

Marabá Paulista

1,898

(339)

1,559

1,579

Miguelópolis

11,728

(2,379)

9,349

9,479

Osasco

317,263

(97,599)

219,664

201,917

Paraguaçu Paulista

27,165

(6,489)

20,676

20,440

Paulistânia

222

(54)

168

171

Sandovalina

2,595

(430)

2,165

2,168

Santa Maria da Serra

1,270

(397)

873

883

São Bernardo do Campo

237,464

(52,904)

184,560

186,549

Várzea Paulista

18,258

(4,960)

13,298

13,159

Total

695,282

(182,882)

512,400

496,745

Page: 39

 
 

The amortization of intangible assets is performed during the effective period of the concession agreements of the related municipalities.

 

In the third quarter of 2010 and 2009, amortization expenses related to concession intangible rights were R$5,984 and R$5,790, respectively.

 

(ii)           Program Contracts (commitments)

 

As of the regulatory mark, the renewals occurred by means of program contracts. In some of them the Company assumed commitments to financially participate in social environmental sanitation actions.

 

On September 30 and June 30, 2010, these commitments were recorded as offset to intangible assets in the amount of R$323,765 deducted from the adjustment to present value of R$91,003 at an interest rate of 6% added to the IPCA.

 

These assets are being amortized over the duration of the program contract (in their majority on 30 years).

 

The committed amounts are related to the following municipalities:

 

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

Municipality

Cost

Accumulated
amortization

 Net

 Net

Alfredo Marcondes

70

(6)

64

64

Aparecida D’Oeste

45

(3)

42

42

Auriflama

110

(3)

107

108

Avaré

5,000

(375)

4,625

4,667

Bento de Abreu

50

(5)

45

46

Bocaina

800

(73)

727

733

Botucatu

28,979

(403)

28,576

28,818

Caçapava

9,000

(675)

8,325

8,400

Cajuru

2,236

(31)

2,205

2,224

Campos do Jordão

3,000

(308)

2,692

2,717

Capão Bonito

2,000

(150)

1,850

1,867

Emilianópolis

112

(11)

101

102

Espírito Santo do Pinhal

5,179

(101)

5,078

5,121

Fartura

243

(18)

225

227

Fernandópolis

9,500

(871)

8,629

8,708

Franca

20,676

(2,182)

18,494

18,666

Indiaporã

250

(19)

231

233

Irapuã

260

(6)

254

256

Jales

4,426

(455)

3,971

4,008

Lorena

9,000

(825)

8,175

8,250

Magda

320

(8)

312

315

Mococa

8,843

(663)

8,180

8,253

Mombuca

196

(18)

178

181

Monte Alto

5,000

(389)

4,611

4,653

Novo Horizonte

5,000

(375)

4,625

4,667

Osvaldo Cruz

2,336

(33)

2,303

2,323

Pindamonhangaba

16,000

(1,289)

14,711

14,844

Piratininga

350

(27)

323

326

Planalto

39

(4)

35

35

Platina

30

-

30

30

Pongaí

35

(1)

34

34

Quatá

1,000

(25)

975

983

Riolândia

2,643

(198)

2,445

2,467

Santa Rosa do Viterbo

3,697

(62)

3,635

3,665

São João da Boa Vista

16,700

(1,253)

15,447

15,587

São José dos Campos

142,945

(8,339)

134,606

135,798

São Luiz Paraitinga

600

(55)

545

550

São Manuel

1,300

(97)

1,203

1,213

Tatuí

9,795

(136)

9,659

9,752

Tupã

5,540

(431)

5,109

5,155

Valentim Gentil

140

(13)

127

128

Zacarias

       320

         (4)

       316

      318

Total

323,765

(19,940)

303,825

306,534

Page: 40

 

 

 

In the third quarter of 2010 and 2009, the amortization expenses related to the commitments of the program contracts were R$2,709 and R$2,246, respectively.

 

The amounts not yet disbursed related to program contracts are recorded under the caption “other obligations” in current liabilities, R$67,317 and non-current liabilities, R$105,246.

 

(iii)          License for Use (Software)

 

The net amount of the amortizations of the license for the use of Software in September 30, 2010 was R$5,785 (jun/10 - R$6,119).

 

 

Page: 41

 
(iv)          Program Contracts - Investments Performed

 

Refer to renewals of the contracts previously named full concession to operating concession, through program contracts that have the object the provision of municipal public services of supply and sanitation sewage, where the Company has the ownership and management of the assets acquired or constructed during the term of these contracts (30 years).

 

 

 

                              Sep/10                         

  Jun/10  

 

 

Cost

Accumulated amortization

 Net

Net

 

 

 

 

 

In use

 

 

 

 

Water systems

 

 

 

 

 

Land

      7,564

   (470)

    7,094

    7,151

 

Buildings

    50,069

   (3,185)

  46,884

  46,397

 

Connections

    33,107

  (1,849)

   31,258

  28,616

 

Water meters

    19,970

   (1,144)

   18,826

  18,378

 

Networks

     95,464

   (5,306)

   90,158

  85,550

 

Wells

     12,595

     (728)

   11,867

  11,828

 

Equipment

    17,449

  (2,374)

   15,075

  14,516

 

Others

      1,790

 (119)

    1,671

  1,687

 

 

 

 

 

 

 

Subtotal

  238,008

  (15,175)

  222,833

  214,123

 

 

 

 

 

 

Sewage systems

 

 

 

 

 

Land

      2,867

   (172)

     2,695

   2,715

 

Buildings

    65,626

  (3,560)

  62,066

   53,870

 

Connections

    39,524

  (2,251)

  37,273

 36,493

 

Networks

  132,360

  (7,666)

 124,694

 117,556

 

Equipment

    21,474

   (2,737)

  18,737

  17,970

 

Others

      2,051

   (134)

    1,917

 1,929

 

 

 

 

 

 

 

Subtotal

  263,902

  (16,520)

  247,382

 230,533

 

 

 

 

 

 

General use

 

 

 

 

 

 

Land

        9

        -

       9

    10

 

Buildings

       392

      (13)

      379

   379

 

Transportation equipment

       6,097

     (382)

     5,715

   5,754

 

Information Technology Equipment

      1,217

     (70)

     1,147

  1,138

 

Furniture, Fixture and Equipment

       6,261

      (475)

    5,786

   5,749

 

 

 

 

 

 

 

Subtotal

  13,976

     (940)

    13,036

  13,030

 

 

 

 

 

 

 

Total in Operation

    515,886

   (32,635)

   483,251

 457,686

 

 

 

 

 

 

Work in progress:

 

 

 

 

 

Water systems

   126,568

        -

   126,568

  102,379

 

Sewage systems

    284,462

      -

  284,462

  272,943

 

Others

     347

    -

      347

       346

 

 

 

 

 

 

 

Total in progress

  411,377

     -

   411,377

 375,668

 

 

 

 

 

 

 

Grand Total

  927,263

  (32,635)

  894,628

 833,354



Page: 42


 

 

The amortization of the assets is performed during the effectiveness of the program contracts.

 

(v)  New Businesses

 

It was signed, in August, 2009, with the Companhia of Saneamento de Alagoas (CASAL), the specialized technical services contract and technology transfer with the purpose to implement a program of loss reduction and revenue evasion of the Municipalty of Maceio, by 60 months.

 

On September 30, 2010 the amount in progress referring to this contract was R$8,741 (jun/10 - R$1,655).

 

(vi)          Contract of Public Service Provision – Sao Paulo

 

On September 30, 2010, the Company reclassified the net amount of R$7,348,740 from Fixed Assets to Intangibles referring to the execution of the “Contract of Public Service Provision of Water Supply and Sanitation Sewage” between the State and the Municipality of Sao Paulo and Sabesp, for the period of 30 years, authorized by the municipal law 14934/09.

 

Page: 43

 
 

 

 

Set/10

Jun/10

 

 

Cost

Accumulated amortization

 Net

Net

In use

 

 

 

 

Water systems

 

 

 

 

 

Land

  587,726

   -

   587,726

     -

 

Buildings

 1,410,492

 (942,179)

   468,313

      -

 

Connections

  626,675

 (286,469)

  340,206

      -

 

Water meters

  190,615

 (95,997)

  94,618

     -

 

Networks

 1,604,317

(688,744)

   915,573

     -

 

Wells

   4,207

 (1,891)

   2,316

    -

 

Equipment

  299,081

 (225,405)

   73,676

    -

 

 

 

 

 

 

 

Subtotal

 4,723,113

(2,240,685)

2,482,428

   -

 

 

 

 

 

 

Sewage systems

 

 

 

 

 

Land

  208,056

    -

  208,056

     -

 

Buildings

 1,351,391

 (645,294)

  706,097

     -

 

Connections

  484,340

  (248,234)

  236,106

      -

 

Networks

 3,116,391

 (879,470)

2,236,921

      -

 

Equipment

    415,803

  (320,320)

    95,483

     -

 

 

 

 

 

 

 

Subtotal

  5,575,981

 (2,093,318)

3,482,663

    -

 

 

 

 

 

 

 

Total in Operation

10,299,094

 (4,334,003)

 5,965,091

   -

 

 

 

 

 

 

Work in progress:

 

 

 

 

 

Water systems

  906,163

    -

  906,163

      -

 

Sewage systems

 477,374

    -

  477,374

     -

 

Others

          112

      -

          112

    -

 

 

 

 

 

 

 

Total in progress

1,383,649

     -

 1,383,649

     -

 

 

 

 

 

 

 

Grand Total

11,682,743

(4,334,003)

 7,348,740

    -

 
Page: 44

 
 

10.          LOANS, FINANCINGS & DEBENTURES

 

(i)            Outstanding balance of loans and financings

 

 

HOLDING

 

 

 

 

 

Sep/10

Jun/10

 

 

 

 

 

Current

Non-current

Total

Current

Non-current

Total

Guarantees

Final maturity

Annual interest rate

Monetary adjustment

Financial Institution:

 

 

 

 

 

 

 

 

 

 

COUNTRY

 

 

 

 

 

 

 

 

 

 

União Federal / Banco do Brasil

309,220

898,037

1,207,257

301,904

975,120

1,277,024

Gov.Est.S.Paulo and own resources

2014

8.50%

UPR

Debentures 6th Issuance

-

-

-

238.461

-

238,461

Unsecured

2010

11%

IGP-M

Debentures 8th Issuance

451,266

-

451,266

442,091

-

442,091

Unsecured

2011

10.75%

IGP-M

Debentures 9th Issuance

-

228,279

228,279

-

228,355

228,355

Unsecured

2015

CDI+2.75% (1st series) and 12.87% (2nd series)

IPCA

Debentures 10th Issuance

-

277,319

277,319

-

277,435

277,435

Unsecured

2020

TJLP+1.92% (1st series and  3rd series) and 9.53% (2nd series)

IPCA

Debentures 11th Issuance

-

1,205,528

1,205,528

-

1,204,925

1,204,925

Unsecured

2015

CDI+1.95% (1st series) and CDI+1.4% (2nd series)

 

Debentures 12th Issuance

-

499,975

499,975

-

499,975

499,975

Unsecured

2025

TR+9.5%

 

Caixa Econômica Federal

87,163

767,964

855,127

84,076

737,260

821,336

Own Resources

2010/2032

6.8% (weighted)

UPR

Promissory Notes

-

599,795

599,795

-

-

-

Own Resources

2011

CDI + 0.65%

 

FIDC - Sabesp I

27,778

-

27,778

41,667

-

41,667

Own Resources

2011

CDI + 0.70%

 

Banco Nacional de Desenvolvimento Econômico e Social - BNDES

43,261

51,379

94,640

43,119

62,241

105,360

Own Resources

2013

3% + TJLP LIMIT 6%

 

Banco Nacional de Desenvolvimento Econômico e Social - BNDES Baixada Santista

-

130,474

130,474

-

130,474

130,474

Own Resources

2019

2.5% + TJLP LIMIT 6%

 

Banco Nacional de Desenvolvimento Econômico e Social – BNDES PAC

681

37,320

38,001

-

30,001

30,001

Own Resources

2023

2.15% + TJLP LIMIT 6%

 

Banco Nacional de Desenvolvimento Econômico e Social – BNDES ONDA LIMPA

-

216,979

216,979

-

202,973

202,973

Own Resources

2025

1.92% + TJLP LIMIT 6%

 

Others

3,294

5,322

8,616

3,271

7,374

10,645

Own Resources

2011/2018

12% / CDI / TJLP+ 6%

UPR

Interests and charges

100,883

-

100,883

132,784

-

132,784

 

 

 

 

Total Domestic

1,023,546

4,918,371

5,941,917

1,287,373

4,356,133

5,643,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank - BID US$ 356,267 thd. (Jun/10 - US$ 354,579 thd)

63,693

539,894

603,587

66,088

572,687

638,775

Federal

Government

2016/2025

3.00% a 4.13%

(i)

Currency Basket Var. + US$

Euro Bonds - US$ 140,000 thd (Jun/10 - US$ 140,000 thd)

-

237,188

237,188

-

252,210

252,210

 

2016

7.5%

US$

JICA - Yens 21,316,000 thd (Jun/10 - Yens 21,316,000 thd)

11,695

421,020

432,715

-

434,420

434,420

Federal

Government

2029

1.8% and 2.5% (i)

Yens

BID 1983AB - US$ 250,000 thd (Jun/10 - US$ 250,000 thd.)

40,563

379,827

420,390

43,132

404,006

447,138

 

2023

4.47% to 4.97% (i)

US$

Interests and charges

21,805

-

21,805

16,361

-

16,361

 

 

 

 

Total International

137,756

1,577,929

1,715,685

125,581

1,663,323

1,788,904

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,161,302

6,496,300

7,657,602

1,412,954

6,019,456

7,432,410

 

 

 

 

Page: 45


 
 

Parity rates as of September 30, 2010: US$ 1.6942; Yen 0.0203 (June 30, 201: US$ 1.8015; Yen 0.020380).

 

On September 30, 2010 the Company did not have short term balances of loans and financings.

 

The consolidated balance totals the amount of R$7,659,942, being the difference of R$2,340 referring to a loan performed by Sesamm on September 02, 2010 for working capital, having 78 days for its settlement.

 

(i)            The demonstration of the annual interest rates is summarized in the contract’s general chart.

 

 

 

Sep/10

 

Jun/10

interest rate

 

Current

Non-current

Total

 

Current

Non-current

Total

BID

Contract 713

41,574

270,226

311,800

 

42,567

276,683

319,250

4.13%

BID

Contract 896

4,706

25,884

30,590

 

5,004

27,523

32,527

3.00%

BID

Contract 1212

17,413

243,784

261,197

 

18,516

268,482

286,998

4.02%

Jica Consulting

6,695

241,034

247,729

 

-

248,711

248,711

1.80%

Jica Work

5,000

179,986

184,986

 

-

185,709

185,709

2.50%

BID

1983 A

13,032

155,176

168,208

 

13,858

164,998

178,856

2.90%

Bid

1983 B1

16,942

151,352

168,294

 

18,015

160,840

178,855

2.60%

BID

1983 B2

10,589

73,299

83,888

 

11,259

78,168

89,427

2.40%

 

 

Page: 46

 
 (ii) In accordance with the CPC 08 it was prepared the chart below with the purpose to show the annual effects of the financial expenses resulting from funding costs on the effective interest rates.

 

 

2010

2011

2012

2013

2014

2015

2016 and thereafter

Total

Monthly IRR

Debentures - 9th issuance - 1st series

80

322

323

270

-

-

-

997

0.027034%

Debentures -
9th issuance - 2nd series

62

248

249

249

250

209

-

1,266

0.017369%

Debentures -
10th issuance - 1st series

9

36

36

36

36

37

181

371

0.003956%

Debentures -
10th issuance - 2nd series

10

39

39

39

39

39

195

400

0.003944%

Debentures -
10th issuance - 3rd series

14

55

55

55

55

55

269

558

0.003966%

Debentures -
11th issuance - 1st series

357

1,429

1,432

1,435

1,437

360

-

6,450

0.014806%

Debentures -
11th issuance - 2nd series

301

1,207

1,211

303

-

-

-

3,022

0.024967%

Debentures -
12th issuance - sole series

-

2

2

2

2

2

15

25

0.000028%

Promissory Notes

123

82

-

-

-

-

-

205

0.006110%

BNDES (National Bank for Economic and Social Development) ONDA LIMPA

6

26

26

26

26

26

238

373

0.002184%

AB Loan A

26

103

103

103

103

104

770

1,313

0.005301%

AB Loan B1

32

129

129

129

129

129

573

1,251

0.006621%

AB Loan B2

19

77

77

78

78

78

188

595

0.007939%

Bird

5

19

19

19

19

19

348

447

0.000888%

Total

1,044

3,774

3,701

2,746

2,174

1,057

2,777

17,273

 


Page: 47


 

 

There is no premium when the resources are funded.

 

(iii) On September 1st, 2010 the 6th emission of debentures, 3rd series, was fully settled.

 

(iv)          On August 30, 2010 Promissory Notes were issued with a value of R$600,000 as a bridge loan, relating to an advance to the 13th issue of debentures.

 

The net proceeds obtained with the 13th issue of debentures will be fully used to redeem the 60 promissory notes of the 5th debenture issue.

 

(v)           On October 28, 2009 SABESP completed the BIRD – 7662BR (BIRD) contract with the World Bank– International Bank of Development and Reconstruction – The contract was worth US$100,000 thousand, in September 2010, and an initial paid commission of US$250 thousand.

 

(vi)          Repayment schedule of loans and financing

 

The total debt volume to be paid through the end of 2010 is R$217,560 and the amount denominated in US dollars is R$42,483 and the amount of R$175,077 refers to the interest and principal of loans denominated in Brazilian reais falling due.

 

 

 

 

 

 

 

 

2016

 

BANK

2010

2011

2012

2013

2014

2015

and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Federal Government/Banco do Brasil

74,866

315,841

343,772

374,173

98,605

-

-

1,207,257

Caixa Econômica Federal (CEF)

21,078

89,600

100,136

101,968

63,551

41,445

437,349

855,127

Debentures

-

484,267

235,988

579,597

368,333

391,059

603,123

2,662,367


Page: 48

 

 

 

 

 

 

 

 

2016

 

BANK

2010

2011

2012

2013

2014

2015

and thereafter

TOTAL

Promissory Notes

-

599,795

-

-

-

-

-

599,795

FIDC - SABESP I

13,889

13,889

-

-

-

-

-

27,778

BNDES (National Bank for Economic and Social Development)

10,710

42,841

36,913

4,176

-

-

-

94,640

BNDES (National Bank for Economic and Social Development) Santos Lowlands

-

-

16,309

16,309

16,309

16,309

65,238

130,474

BNDES (National Bank for Economic and Social Development) PAC

-

1,475

3,176

3,176

3,176

3,176

23,822

38,001

BNDES (National Bank for Economic and Social Development) ONDA LIMPA

-

-

12,518

16,691

16,691

16,691

154,388

216,979

Other

908

3,930

453

451

489

551

1,834

8,616

Interest and charges

53,626

47,257

-

-

-

-

-

100,883

Total - Domestic

175,077

1,598,895

749,265

1,096,541

567,154

469,231

1,285,754

5,941,917

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

23,140

63,693

63,693

63,693

63,693

63,693

261,982

603,587

Eurobonds

-

-

-

-

-

-

237,188

237,188

JICA

-

11,695

23,390

23,390

23,390

23,390

327,460

432,715

BID 1983AB

-

40,262

40,262

40,262

40,262

40,262

219,080

420,390

Interest and charges

19,343

2,462

-

-

-

-

-

21,805

Total Abroad

42,483

118,112

127,345

127,345

127,345

127,345

1,045,710

1,715,685

Grand Total

217,560

1,717,007

876,610

1,223,886

694,499

596,576

2,331,464

7,657,602

(vii)         Covenants

 

As of September 30, 2010, the Company was compliant with all covenants.

 

(viii)        Tiete III

 

 

Loan Agreement Nr. 2202/OC-BR executed on September 03, 2010 between SABESP – Companhia de Saneamento Basico do Estado de Sao Paulo and BID – Development Inter-American Bank, for partial financing of the River Tiete’s De-pollution Program – III Stage. Investment of US$800 million, being US$600 million of financing and US$200 million in own resources. Total term of 25 years, with 6 years of grace period. Interests: Uni-monetary mechanism with interest rates based on USD-LIBOR, calculated quarterly, as set forth in the BID’s policies and procedures.

 

 

Page: 49

 

 

11.          DEFERRED TAXES AND CONTRIBUTIONS

 

(a)           Balances

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

In current assets (i)

 

 

Deferred income tax

203,552

193,654

Deferred social contribution tax

  73,279

  69,715

 

276,831

263,369

In non current assets (ii)

 

 

Deferred income tax

418,141

456,513

Deferred social contribution tax

150,530

 164,345

 

568,671

620,858

In current liabilities (iii)

 

 

Deferred income tax

103

209

Deferred social contribution tax

37

75

Deferred PASEP (tax on revenue)

10,745

12,320

Deferred COFINS (tax on revenue)

7,584

14,530

 

18,469

27,134

 In non-current liabilities (iv)

 

 

Deferred income tax

56,554

57,064

Deferred social contribution tax

15,850

16,033

Deferred PASEP (tax on revenue)

23,299

22,005

Deferred COFINS (tax on revenue)

  73,458

  67,498

 

169,161

162,600

 

 

 

HOLDING AND CONSOLIDATED

HOLDING

 

3rd Qtr/10

Jan to Sep/10

3rd Qtr/09

Jan to Sep/09

To the result of the year

 

 

 

 

 

 

 

 

 

Income tax

(146,196)

(466,198)

(145,564)

(422,056)

Deferred income tax

  (27,858)

     43,111

     65,192

     106,044

 

(174,054)

(423,087)

(80,372)

(316,012)

 

 

 

 

 

Social contribution tax

(53,620)

(168,644)

(53,258)

(154,001)

Deferred social contribution tax

  (10,029)

     15,520

     23,788

   38,495

 

(63,649)

(153,124)

(29,470)

(115,506)


Page: 50


 
 

(i)            In current assets

 

Substantially calculated based on timing differences in the amount of R$814,208(Jun/2010 - R$774,616).

 

(ii)           In non-current assets

 

Substantially calculated based on timing differences in the amount of R$1,672,562 (Jun/2010 - R$1,826,052) related to the income tax and social contribution.

 

The Company’s Management expects to realize the long term balance, mentioned on item (ii) in 2011 in the same proportion of 2010, and the remaining to be realized in the subsequent year of 2012.

 

(iii)          Current Liabilities

 

- Income Tax and Social Contribution

 

Substantially calculated based on timing differences in the amount of R$413, related to the income tax and social contribution.

 

- Pasep and Cofins

 

Calculated substantially on billings to government entities, and the obligation is determined and the allowance is recognized when the service is provided, and its settlement when the invoices are received.

 

(iv)          In non-current liabilities

 

- Income and social contribution taxes

 

Substantially calculated based on timing differences in the amount of R$226,217(Jun/2010 - R$228,256) related to the income tax and R$176,110 (Jun/2010 - R$178,149) related to the social contribution.

 

- Pasep and Cofins

 

Calculated substantially on billings to government entities, and the obligation is determined and the allowance is recognized when the service is provided, and its settlement when the invoices are received.

 

(b)           Break-down of deferred taxes and contributions

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

 

 

 

In current assets

 

 

Provisions for contingencies

276,831

263,369

 

 

 

In non-current assets

 

 

Provision for contingencies

256,889

325,914



Page: 51


 

 

 

 

HOLDING AND CONSOLIDATED

 

Sep/10

Jun/10

 

 

 

Provision for social security obligations

169,123

168,258

Others

142,659

126,686

 

568,671

 620,858

Total deferred tax assets

845,502

884,227

 

 

 

In current liabilities

 

 

Costs in the issuance of securities

     140

     284

Public entity revenues

18,329

26,850

 

18,469

27,134

In non-current liabilities

 

 

Costs in the issuance of securities

 

179

Public entity revenues

72,404

72,919

Public entity income

  96,757

  89,502

 

169,161

162,600

Total deferred tax liabilities

187,630

189,734

 

(c)           Conciliation of the effective tax rate

 

The amounts recorded as income and social contribution tax expenses in the interim financial statements are reconciled to the statutory rates provided for in law, as shown below:

 

 

HOLDING AND CONSOLIDATED

HOLDING

 

3rd Qtr/10

Jan to Sep/10

3rd Qtr/09

Jan to Sep/09

Income before taxes on income

687,510

1,650,261

305,569

1,348,124

Statutory rate

       34%

         34%

       34%

       34%

Tax expense at statutory rate

(233,753)

(561,089)

(103,893)

(458,362)

Permanent differences

 

 

 

 

Realization of revaluation reserve

(5,882)

(12,177)

(7,371)

(22,905)

Interests on Shareholders’ Equity

-

-

-

47,253

Other differences

1,932

(2,945)

1,422

2,496

Income tax and social contribution

(237,703)

 (576,211)

(109,842)

(431,518)

 

 

 

 

 

Current income tax and social contribution

(199,816)

(634,84)

(198,822)

(576,057)

Deferred income tax and social contribution

(37,887)

58,631

88,980

144,539

Effective tax rate

35%

35%

36%

32%

(d) Transitional Taxation Regime – RTT

For purposes of calculation of the income tax and social contribution on net income of the fiscal years 2009 and 2008, the Company and its subsidiaries elected the RTT, which allows the legal entity to eliminate the accounting effects of Law 11638/07 and the PM 449/08, converted into Law 11941/09, by means of registration in the actual profit book – LALUR or auxiliary ledgers, without any change to the accounting entries.


 

Page: 52

 
 

In 2010, the Company has also adopted the same tax standards adopted in 2008 and 2009, once the RTT shall be in force until the effectiveness of the law that regulates the tax effects of the new accounting methods, seeking tax neutrality.

 

 

12.          PROGRAM PAES

 

The Company applied for enrollment in PAES on July 15, 2003, in accordance with Law No. 10684 of May 30, 2003, and included in its application the debts related to COFINS and PASEP which were involved in a legal action challenging application of Law 9718/98, and the outstanding balance under the Tax Recovery Program (REFIS). The total amount included in PAES was R$316,953, as follows:

 

Taxes     

Main

    Fines

    Interests

     Total

 

 

 

 

 

Cofins

132,499

13,250

50,994

196,743

Pasep

5,001

509

2,061

7,571

Refis

112,639

         -

          -

112,639

Total

250,139

13,759

53,055

316,953

 

The debt is being paid in 120 months. The amounts paid in the 3rd qtr./10 and 3rd qtr./09 were respectively R$8,728 and R$8,390 and were recorded as financial expenses of R$986 in the 3rd qtr/10 and R$1,323 in the 3rd qtr/09. The outstanding balance on September 30, 2010 is R$96,321. The assets given in guarantee for the previous Refis Program, in the amount of R$249,034 continue to guarantee the amounts of the Paes Program.

 

 

13.          SOCIAL SECURITY LIABILITIES

 

The Company sponsors Fundação Sabesp de Seguridade Social - Sabesprev, an entity established in August 1990 with the main purpose of managing the pension plan and the welfare program for Sabesp’s employees.

 

As of July, 2010, aiming at resolving the deficit referring to the Defined Benefit Plan (BD), Sabesp and Sabesprev have structured a process through which the participants may elect to change from the Defined Benefit Plan to a Defined Benefit Plan, the Sabesprev Mais.

 

The period for the plan migration, from July to November,2010, was suspended through an injunctive relief granted by the Court of Justice of the State of Sao Paulo, on October 20, 2010 until the claims from the parties involved are considered.

 

On September 30, 2010, after the movement of the participants, the Defined Benefit Plan remained with 16,807 participants and the Defined Contribution Plan remained with 3,120 participants, respectively.

The monthly contributions to the defined benefit plan correspond to 2.1% from the Company and 2.3% from the participants.


Page: 53

 
 

The contribution by the participants presented above is the average, since the discount amount varies in function of the salary range, between 1% and 8.5%.

 

In the case of the Defined Contribution Plan, the Company’s contributions correspond to 100% of the basic contribution made by partcipants. 

 

As set forth by CVM regulation, the gains arising from anticipated reductions of a plan must be recognized upon their occurrence. Thus, the amount of the unrecognized actuarial gain, of R$178,583, must be reduced by the gain specific to the migration process.

 

The break-down of the anticipated reduction is presented in the table below:

 

 

RECONCILIATION OF (ASSETS) AND LIABILITIES

 BEFORE REDUCTION

 ACTUARIAL GAIN IN MIGRATION

 AFTER REDUCTION

Actuarial Obligations

1,488,747

(107,159)

1,381,588

Fair value of plan assets

(1,133,150)

(93,877)

(1,039,273)

Present value of unfunded obligations

355,597

(13,282)

342,315

Unrecognized actuarial (gains) or losses

(165,301)

(956)

(164,345)

Unrecognized past service cost

-

-

-

Total Net Actuarial Liability/(Asset)

520,898

(14,238)

506,660

 

 

Regarding the Defined Contribution Plan, the commitment amount calculated for all participants that migrated up until September, 2010, by the actuarial evaluation, was R$25,321, being R$14,232 to Active and R$11,089 to the Assisted participants. Resulting in the Company having already made payments of R$8,183 until September 30, 2010.

 

On September 30, 2010, based on an independent report, calculated by the Projected Credit Unit, the Company had a net actuarial commitment with the Defined Benefit Plan of R$506,660 (R$480,103 in 2009) which represents the difference between the present value of the Company’s obligations related to the employed, retired and pensioned participants and the guaranteeing assets, demonstrated as follows:

 

 

 

HOLDING AND CONSOLIDATED

(i)     Conciliation of Assets and Liabilities

        Sep-2010

         2009

Present value of the actuarial obligations

(1,381,588)

(1,422,993)

Fair value of assets

1,039,273

982,422

Gains to be recognized in future years

 

   (164,345)

 

   (39,532)

Net liability recognized in the balance sheet

 (506,660)

 (480,103)


Page: 54

 

 

(ii)     Expenses recognized in the income statement (Defined Benefit Plan)

 

 

 

 

 

Cost of current service

21,059

31,116

Cost of interests

115,764

155,514

Proceeds expected from the plan assets

(73,682)

(92,309)

Employee’s contributions

(11,418)

(21,235)

Total

   51,723

   73,086

 

 

 

Sponsor’s contribution

(10,928)

           -

 

 

 

Total Expenses

   40,795

73,086

 

 

 

(iii)     Activity of Net Actuarial Liability

 

 

 

 

 

Present Value of the net actuarial obligation in the beginning of the year

(480,103)

(419,871)

Cost of current service

(21,059)

(31,116)

Cost of interests

(115,764)

(155,514)

Proceeds expected from the plan assets

73,682

92,309

Employee’s contributions

     11,418

     21,235

Impact resulting from the reduction of the benefit plan

14,238

              -

Total

(517,588)

(492,957)

Company’s actual contributions in the year

    10,928

    12,854

Present value of the plan assets in the beginning of the year

(506,660)

(480,103)

 

 

 

(iv)     Evolution of the Fair Value of the Assets

 

 

 

 

 

Fair value of the plan assets in the beginning of the year

982,422

976,545

Actual proceeds of the fair value of the assets

77,724

19,501

Actual contributions in the year

22,346

34,089

Benefits paid

(43,220)

(47,713)

Fair value of the plan assets at the end of the year

1,039,272

982,422

 

 

 

(v)      Evolution of the Present Value of the Obligations

 

 

 

 

 

Present value of the obligations in the beginning of the year

1,422,993

1,433,710

Cost of current service

21,059

31,116

Cost of interests

115,764

155,514

Benefits paid

(43,220)

(47,713)

Loss in the present value of the obligations

(135,008)

(149,634)

Present value of the obligations at the end of the year

1,381,588

1,422,993


Page: 55


 
 

(vi)      Estimated Expenses

         Oct to Dec-2010

         2010

 

 

 

Cost of current service

6,141

28,079

Cost of interests

36,706

154,352

Expected proceeds of the plan assets

(27,952)

(98,242)

(Gain)/Loss Amortization

(594)

-

Employee’s Contributions

(10,114)

(23,657)

Total

     4,187

    60,532

 

(vii)         Actuarial Assumptions

 

Several statistics and other factors aim at anticipating future events in the calculation of expense and liability related to these plans. These factors include assumptions on discount rate, expected return of the asset and increase of the rate of future compensation, in addition to subjective factors, such as layoff ratio, turn-over and mortality. The actuarial assumptions used by the Company are regularly reviewed and may differ in a relevant way from current results according to changes to market and economic conditions, regulatory factors, judicial regulations, increase or decrease in the layoff ration or in life expectancy of the participants. These differences may result in a relevant impact in the expense amount with the private pension institution recorded by the Company.

 

 

Economic Assumptions

Sep - 2010

2009

 

 

 

Discount rate

10,85% p.a.

10,85% p.a.

Assets expected rate of return

10,85% p.a.

10,85% p.a.

Future salary growth

6,08% p.a.

6,08% p.a.

Growth of the social security benefits and the limits

4,00% p.a.

4,00% p.a.

Capacity factor

 

 

-   Salaries

98%

98%

-   Benefits

98%

98%

Demographic assumptions for                                         

Set - 2010

2009

Mortality table

AT 83

AT 83

Disabled mortality table

RRB 44

RRB 44

Disable entry table

RRB 44

RRB 44

Turn over table

Prudential

Prudential

Retirement age

First age entitled to one of the benefits

First age entitled to one of the benefits

% of married participants at the retirement date

95%

95%

Age difference between the participant and the spouse

Wives are 4 years younger than husbands

Wives are 4 years younger than husbands


Page: 56


 
Assistance Plan

 

Managed by the Fundaçao Sabesp of Seguridade Social – Sabesprev, it is comprised of an optional health plan, of free choice, maintained by contributions by the participants and the sponsor, which in the year were the following:

 

Company: 7.5% (2008-7.1%) average on gross payroll;

Participants: 3.21% on base salary and bonuses, which corresponds to 2.3% average on the gross payroll.

 

 

14.          PROFIT SHARING

 

In the quarter ended September 30, 2010 R$11,778 was accrued, which is recorded under payroll and related charges, in current liabilities, related to the period from January to December 2010, based on the attainment of goals set during negotiations between the Company and entities representing the employees.

 

 

15.          PROVISIONS FOR CONTINGENCIES

 

 

 

Jun/10

 

Additions

 

Deductions

 

Interest, monetary restatements

and reversals

 

Jun/10

Customers

891,829

 

25,722

 

(62,572)

 

(129,944)

 

725,035

Suppliers

364,310

 

910

 

(5,513)

 

(5,102)

 

354,605

Other civil lawsuits

187,097

 

6,238

 

(9,491)

 

(8,102)

 

175,742

Tax

66,424

 

63

 

(2,336)

 

(853)

 

63,298

Labor

110,017

 

18,843

 

(3,536)

 

3,503

 

128,827

Environmental

 45,934

 

903

 

(256)

 

14,101

 

60,682

Subtotal

1,665,611

 

52,679

 

(83,704)

 

(126,397)

 

1,508,189

Escrow deposits

(99,598)

 

(5,293)

 

3,755

 

(4,985)

 

(106,121)

Total

1,566,013

 

47,386

 

(79,949)

 

(131,382)

 

1,402,068

 

Management, based on analysis together with its legal counsels, recorded a provision in amount considered sufficient to face probable losses in judicial law suits. In current liabilities, in the “ Provisions”  item, the amounts related to judicial law suits in phase of execution of sentence present the amount of R$759,000 (Jun/2010 – R$713,318) in non current liabilities, in the “ Provisions”  item, in the amount of R$643,068 (Jun/2010 – R$852,695).

(i)            Customers - Approximately 1,420 lawsuits were filed by commercial customers, which claim that their tariffs should be equal to the tariffs of another consumer category, and therefore claim the refund of the amounts collected by Sabesp. The Company was granted both favorable and unfavorable final decisions at several courts, and recognized provisions when the likelihood of loss is considered probable.


Page: 57


 

 

(ii)           Suppliers - Suppliers’ claims include lawsuits filed by some building companies alleging an underpayment of monetary adjustments, withholding of amounts related to the understatement of official inflation rates after the Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts and a provision is recognized when the likelihood of loss is considered probable.

 

(iii)          Other civil lawsuits - refer mainly to indemnity claims for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels, duly accrued when classified as probable losses.

 

(iv)          Tax lawsuits - the provision for tax contingencies refers mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company’s legal counsel, duly accrued when classified as probable losses.

 

(v)           Labor lawsuits - the Company is a party to labor lawsuits, involving issues such as overtime, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, and other. Part of the amount involved is in provisional or final execution at various court levels, and thus is classified as a probable loss and accordingly a provision was recognized.

 

(vi)          Environmental lawsuits - refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental - Cetesb and the São Paulo State Public Prosecution Office for the imposition of fines for environmental damages allegedly caused by the Company. The amounts recognized in provision do not always represent the final amount to be disbursed as indemnity of alleged damages, in view of the current stage in which such lawsuits are and Management’s impossibility to reasonably estimate the amounts of future disbursements.

 

Lawsuits with possible likelihood of loss

 

The Company is a party to lawsuits and administrative proceedings related to environmental, tax, civil and labor lawsuits, which are considered by its legal counsel as possible losses, and are not recorded in the books. The amount attributed to these lawsuits and proceedings is approximately R$2,255,000 as of September 30, 2010 (Jun/2010 - R$2,222,200).

 

 

16.          SHAREHOLDERS’ EQUITY

 

(a)           Authorized capital

 

The Company is authorized to increase capital up to R$10,000,000, based on a Board of Directors’ resolution, after submission to the Supervisory Boards.

 

(b)           Subscribed and paid-up capital

 

Subscribed and paid-up capital is represented by 227,836,623 registered common shares, with no par value, held as follows:

 

Page: 58

 
 
 

 

Number of shares

 

%

State Finance Department

 

114,508,085

 

50.26

Companhia Brasileira de Liquidação e Custódia

 

52,444,354

 

23.02

The Bank Of New York ADR Department (Equivalent in shares) (*)

 

60,222,764

 

26.43

Other

 

661,420

 

0.29

 

 

227,836,623

 

100.00

 

(*) Each ADR is equal to 2 shares

 

(c)           Payment to shareholders

 

Shareholders are entitled to a minimum mandatory dividend of 25% of the adjusted net income, calculated according to Brazilian Corporate Law. No interests accrue on dividends approved, and the amounts not claimed within 3 years from the date of the General Shareholders´ Meeting that approved them will prescribe in favor of the Company.

 

(d)           Capital reserve

 

Capital reserve includes tax incentives and donations through 2007.

 

(e)           Revaluation reserve

 

As provided for by CVM Instruction No. 197/93, the Company decided not to record income and social contribution taxes on the revaluation reserve of property, plant and equipment items recognized in 1991.

 

The reserve is being realized as a contra entry to the caption “retained earnings”, on the same proportion as the depreciation and write-off of the respective assets.

 

The balances of the revaluation reserve will be maintained until their effective realization.

 

(f)           Changes in the caption “retained earnings”

 

 

   Sep/10

 

   Sep/09

Previous Balance

680,889

 

627,587

Realization of Revaluation Reserve

(20,830)

 

21,678

Current Year’s Results

449,807

 

195,727

Current Balance

1,109,866

 

844,992

 

(g)           Reserve for investments

The reserve for investments is specifically made up of the portion corresponding to the Company’s own resources that will be used for the expansion of the water supply and sewage sanitation systems.

Page: 59

 
 

17.          FINANCIAL INSTRUMENTS AND RISK

 

(a)           Identification and valuation of the financial instruments

 

The Company operates with several financial instruments with emphasis in cash and cash equivalents, including financial investments and loans and financings, described as follows.

 

The Company did not perform transactions with derivatives in 2010 and 2009.

 

(i)            Cash & cash equivalents, accounts receivable, other current assets and accounts payable

 

The amounts recorded approximate the realization amounts.

 

Cash equivalents correspond to the financial investments expressed in reais and have immediate liquidity.

 

(ii)           Investments

 

It consists, mainly, in the equity interest in the company Sesamm (pursuant Note 7) recorded by the equity method of accounting, in which the Company has strategic interest. Considerations of market value of the shares held are not applicable.

 

(iii)          Loans and Financings

 

In accordance with accounting standards related to the financial instruments, it follows demonstrated below the market values of the projected cash flows, at fair value, of loans and financings on September 30, 2010.

 

 

                  Sep/10                

                  Sep/10                

 

Equity amount

Equity amount

Equity amount

Market value

Banking Loans

 

 

 

 

Foreign Currency (iv)

1,715,685

2,083,049

1,788,904

2,313,570

Debentures (i)

2,718,772

3,418,037

2,977,350

3,342,763

BNDES (ii)

482,198

482,198

470,914

470,914

Others (iii)

2,740,947

3,033,184

2,195,242

2,417,560

 

7,657,602

9,016,468

7,432,410

8,544,807

 

In order to obtain the market values of Financial Instruments, the following criteria have been adopted:

(i)                   Debentures are financings considered by the nominal amount restated up to the maturity date, discounted to present value at the forward interest market rates, disclosed by Anbima in the secondary market, having as basis September 30, 2010 and the Company’s security traded in the domestic market.



Page: 60

 
 

(ii)                 Financings - BNDES, those are instruments considered by the nominal amount restated up to the maturity date, that have as characteristics the indexation to the TJLP, which is a specific modality, not being compared to no other market rate.

Therefore, the Company's choice was to publish as market value the amount accounted as of September 30, 2010.

 

(iii)                Other financings in national currency are considered by the nominal amount restated up to the maturity date, discounted to present value at the forward interest market rates. The forward rates used were obtained at the BM&F website.

 

(iv)               Foreign currency financings are controlled in the original currency, converted at the foreign exchange rate at the date of the balance sheet, discounted to present value using the forward market rate obtained in the Bloomberg, base don the Company’

 

Additionally, the Company has an instrument indexed to the YEN [JICA (Note 10)], which, in addition of the premises above, was considered in the conversion to present value the parity of the original currency of the instrument related to the dollar.

 

(b)           Market risks

 

(i)            Foreign exchange rate risk

 

This risk results from the possibility of the Company in incur in losses on account of fluctuations in the foreign exchange rates that impact the balances of loans and financings in foreign currency funded in the market and, consequently, the financial expenses. The Company does not maintain “hedge” or “swap” operations, however, the company performs an active management of the debt, seeking to reduce the exposure in foreign currency, taking advantage of the windows of opportunity, to exchange expensive debts to cheaper debts, reducing the cost by means of anticipation of the maturity dates.

 

A significant portion of the Company’s financial debt was linked to the US dollar and to the Yen, in the total amount of R$1,715,685 (Note 10). The table below summarizes the Company’s exposure to exchange rates at September 30, 2010.

 

 

 

In thousands

 

 

US$

 

Japanese Yen

Loans and financing

 

746,267

 

21,316,000


(c)           Interest rate risk

This risk arises from the possibility that the Company may incur losses due to interest rate fluctuations and indices that increase their interest expenses on loans and financing. The Company has not entered into any derivative contract to hedge against this risk; however, it continually monitors market interest rates, in order to evaluate the possible need to replace its debt. As of September 30, 2010, the Company had R$2,659,925 in loans and financing which were obtained at variable interest rates (CDI and TJLP).



Page: 61

 
 

Another risk faced by the Company is the lack of correlation between the monetary adjustment indices of its debt and those of its receivables. Water supply and sewage treatment tariffs do not necessarily follow the increases in the interest rates affecting the Company’s debt.

 

(iii)          Credit risk

 

Credit risk is mitigated by selling to a geographically dispersed customer base.

 

(c)           Sensitivity analysis

 

Following is presented the table demonstrating the sensitivity analysis of the financial instruments that may generate significant impacts to the Company.

 

Under the terms of CVM instruction nr. 475/08, in order to demonstrate the amounts of the main financial liabilities converted at a projected rate for final settlement of each contract, converted to fair value (Scenario I) with 25% appreciation (Scenario II) and 50% appreciation (Scenario III).

 

 

Sep/2010

Financial Instruments

Risk

Scenario I

R$

Scenario II

R$

Scenario III

R$

Financial Liability

Loans and Financings

 

 

 

 

Banco do Brasil, CEF

Increase in UPR

1,203,035

1,206,711

1,211,214

Debentures

Increase in IGPM

431,014

538,768

646,521

Debentures

Increase in IPCA

147,298

184,123

220,947

BID and Eurobonds

Increase in the US$

863,418

1,079,272

1,295,126

JICA

Increase in the Yen

132,346

165,433

198,519

 



 

Page: 62

 
The indexes used for each scenario are based on the number of days to elapse for each contract, the amounts expressed above were summarized.

 

The rates were projected based on the settlement dates of each financial instrument; the information was obtained out of BM&F website.

 

These sensitivity analysis have the objective to measure the impact of the changes in the market variables on the Company’s financial instruments. Such amounts, when settled, may present values different from those demonstrated above, due to the estimates used in their preparation process.

 

Page: 63

 
 

18.          OPERATING REVENUE

 

 

3rd Qtr/10

 

Jan to Sep/10

 

3rd Qtr/09

 

Jan to Sep/09

 

 

 

 

 

 

 

 

São Paulo’s Metropolitan Region

1,464,278

 

4,300,738

 

1,335,909

 

4,469,216

Regional systems (i)

512,259

 

1,465,860

 

413,167

 

802,879

Total

1,976,537

 

5,766,598

 

1,749,076

 

5,272,095

 

(i)       Comprises municipalities operating in inland and coastal regions of the State of São Paulo.

 

 

19.          OPERATING COSTS AND EXPENSES

 

 

HOLDING

 

 

 

 

 

 

3rd Qtr/10

Jan to Sep/10

3rd Qtr/09

Jan to Sep/09

Cost of sales and services

 

 

 

 

   Payroll and related charges

(263,669)

(771,399)

(265,849)

(913,905)

   General supplies

(33,777)

(94,400)

(35,784)

(100,657)

   Treatment supplies

(31,581)

(98,720)

(33,400)

(105,266)

   Outside services

(136,855)

(438,946)

(138,242)

(447,306)

   Electricity

(131,834)

(390,779)

(121,004)

(358,925)

   General expenses

(87,068)

(109,433)

(11,606)

(32,899)

   Depreciation and amortization

(138,667)

(423,526)

(156,209)

(468,408)

 

(823,451)

(2,327,203)

(762,094)

(2,427,366)

Selling expenses

 

 

 

 

   Payroll and related charges

(48,297)

(144,165)

(48,916)

(161,327)

   General supplies

(1,623)

(4,612)

(1,923)

(5,735)

   Outside services

(55,509)

(167,234)

(61,478)

(144,426)

   Electricity

(184)

(586)

(195)

(536)

   General expenses

(21,235)

(52,428)

(16,297)

(47,189)

   Depreciation and amortization

(1,322)

(3,789)

(1,097)

(3,367)

   Allowance for doubtful accounts, net of recoveries [Note 4 (c(ii))]

(88,631)

(257,911)

(71,509)

(234,658)

 

(216,801)

(630,725)

(201,415)

(597,238)

Administrative expenses:

 

 

 

 

   Payroll and related charges

(36,087)

(114,026)

(39,765)

(128,171)

   General supplies

(941)

(3,956)

(1,756)

(4,716)

   Outside services

(28,868)

(104,991)

(36,592)

(102,493)

   Electricity

(243)

(916)

(232)

(730)

   General expenses

(57,822)

(113,032)

(117,918)

(166,022)

   Depreciation and amortization

(4,460)

(11,942)

(4,173)

(12,879)

   Tax expenses

(11,711)

(50,530)

(9,419)

(43,450)

 

(140,132)

(399,393)

(209,855)

(458,461)

Costs, and selling and administrative expenses:

 

 

 

 

   Payroll and related charges

(348,053)

(1,029,590)

(354,530)

(1,203,403)

   General supplies

(36,341)

(102,968)

(39,463)

(111,108)

   Treatment supplies

(31,581)

(98,720)

(33,400)

(105,266)

   Outside services

(221,232)

(711,171)

(236,312)

(694,225)

   Electricity

(132,261)

(392,281)

(121,431)

(360,191)

   General expenses

(166,125)

(274,893)

(145,821)

(246,110)

   Depreciation and amortization

(144,449)

(439,257)

(161,479)

(484,654)

   Tax expenses

(11,711)

(50,530)

(9,419)

(43,450)

   Allowance for doubtful accounts, net of recoveries - [Note 4 (c(ii))]

(88,631)

(257,911)

(71,509)

(234,658)

 

(1,180,384)

(3,357,321)

(1,173,364)

(3,483,065)

Financial expenses:

 

 

 

 

   Interest and charges on loans and financing - local currency

(124,075)

(348,563)

(98,709)

(296,102)

   Interest and charges on loans and financing - foreign currency

(11,675)

(39,156)

(14,955)

(49,927)

   Interest on Shareholders’ Equity

-

-

-

(138,980)

   Interest on Shareholders’ Equity (reversal)

-

-

-

138,980

   Other financial expenses

(66,294)

(134,754)

(23,608)

(69,863)

   Income tax on remittance abroad

(654)

(2,295)

(672)

(2,639)

   Monetary variation on loans and financing

(15,438)

(64,275)

1,887

854

   Other foreign monetary variations

(27,850)

(41,753)

(8,260)

(20,134)

   Provisions for financial contingencies

126,397

14,071

(157,207)

(179,679)

 

(119,589)

(616,725)

(301,524)

(617,490)

 

 

 

 

 

Financial income:

 

 

 

 

   Monetary variation gains

20,090

90,954

11,646

42,010

   Income from temporary cash investments

43,527

89,748

15,058

62,366

   Interest and others

17,171

59,268

13,898

56,562

 

80,788

239,970

40,602

160,938

 

 

 

 

 

Financial expenses before exchange variations, net

(38,801)

(376,755)

(260,922)

(456,552)

 

 

 

 

 

Exchange variations, net

 

 

 

 

   Exchange variation on loans and financing

60,518

22,102

104,748

375,442

   Other foreign exchange variations

(18)

(178)

(986)

(986)

   Exchange gains

25

154

133

(7,369)

 

60,525

22,078

103,895

367,087

 

 

 

 

 

Financial expenses, net

21,724

(354,677)

(157,027)

(89,465)



Page: 64


 
 

 

CONSOLIDATED

 

 

 

 

 

 

3rd Qtr/10

Jan to Sep/10

3rd Qtr/09

Jan to Sep/09

Cost of sales and services

 

 

 

 

   Payroll and related charges

(263,669)

(771,399)

(265,849)

(913,905)

   General supplies

(33,777)

(94,400)

(35,784)

(100,657)

   Treatment supplies

(31,581)

(98,720)

(33,400)

(105,266)

   Outside services

(136,855)

(438,946)

(138,242)

(447,306)

   Electricity

(131,834)

(390,779)

(121,004)

(358,925)

   General expenses

(87,068)

(109,433)

(11,606)

(32,899)

   Depreciation and amortization

(138,667)

(423,526)

(156,209)

(468,408)

 

(823,451)

(2,327,203)

(762,094)

(2,427,366)

Selling expenses

 

 

 

 

   Payroll and related charges

(48,297)

(144,165)

(48,916)

(161,327)

   General supplies

(1,623)

(4,612)

(1,923)

(5,735)

   Outside services

(55,509)

(167,234)

(61,478)

(144,426)

   Electricity

(184)

(586)

(195)

(536)

   General expenses

(21,235)

(52,428)

(16,297)

(47,189)

   Depreciation and amortization

(1,322)

(3,789)

(1,097)

(3,367)

   Allowance for doubtful accounts, net of recoveries [Note 4 (c(ii))]

(88,631)

(257,911)

(71,509)

(234,658)

 

(216,801)

(630,725)

(201,415)

(597,238)

Administrative expenses:

 

 

 

 

   Payroll and related charges

(36,160)

(114,284)

(39,828)

(128,358)

   General supplies

(943)

(3,962)

(1,758)

(4,722)

   Outside services

(28,896)

(105,057)

(36,602)

(102,664)

   Electricity

(243)

(917)

(232)

(731)

   General expenses

(57,835)

(113,079)

(117,929)

(166,040)

   Depreciation and amortization

(4,461)

(11,944)

(4,174)

(12,881)

   Tax expenses

(11,729)

(50,548)

(9,419)

(43,454)

 

(140,267)

(399,791)

(209,942)

(458,850)

Costs, and selling and administrative expenses:

 

 

 

 

   Payroll and related charges

(348,126)

(1,029,848)

(354,593)

(1,203,590)

   General supplies

(36,343)

(102,974)

(39,465)

(111,114)

   Treatment supplies

(31,581)

(98,720)

(33,400)

(105,266)

   Outside services

(221,260)

(711,237)

(236,322)

(694,396)

   Electricity

(132,261)

(392,282)

(121,431)

(360,192)

   General expenses

(166,138)

(274,940)

(145,832)

(246,128)

   Depreciation and amortization

(144,450)

(439,259)

(161,480)

(484,656)

   Tax expenses

(11,729)

(50,548)

(9,419)

(43,454)

   Allowance for doubtful accounts, net of recoveries - [Note 4 (c(ii))]

(88,631)

(257,911)

(71,509)

(234,658)

 

(1,180,519)

(3,357,719)

(1,173,451)

(3,483,454)

Financial expenses:

 

 

 

 

   Interest and charges on loans and financing - local currency

(124,075)

(348,563)

(98,709)

(296,102)

   Interest and charges on loans and financing - foreign currency

(11,675)

(39,156)

(14,955)

(49,927)

   Interest on Shareholders’ Equity

-

-

-

(138,980)

   Interest on Shareholders’ Equity (reversal)

-

-

-

138,980

   Other financial expenses

(66,294)

(134,754)

(23,613)

(69,868)

   Income tax on remittance abroad

(654)

(2,295)

(672)

(2,639)

   Monetary variation on loans and financing

(15,438)

(64,275)

1,887

854

   Other foreign monetary variations

(27,850)

(41,753)

(8,260)

(20,134)

   Provisions for financial contingencies

126,397

14,071

(157,207)

(179,679)

 

(119,589)

(616,725)

(301,529)

(617,495)

 

 

 

 

 

Financial income:

 

 

 

 

   Monetary variation gains

20,090

90,954

11,646

42,010

   Income from temporary cash investments

43,548

89,808

15,120

62,620

   Interest and others

17,171

59,268

13,898

56,562

 

80,809

240,030

40,664

161,192

 

 

 

 

 

Financial expenses before exchange variations, net

(38,780)

(376,695)

(260,865)

(456,303)

 

 

 

 

 

Exchange variations, net

 

 

 

 

   Exchange variation on loans and financing

60,518

22,102

104,748

375,442

   Other foreign exchange variations

(18)

(178)

(986)

(986)

   Exchange gains

25

154

133

(7,369)

 

60,525

22,078

103,895

367,087

 

 

 

 

 

Financial expenses, net

21,745

(354,617)

(156,970)

(89,216)



Page: 65

 
 

20.          OTHER OPERATING INCOME AND EXPENSES

 

The break-down of “other operating income (expenses), net” is the following:

 

 

 

HOLDING AND CONSOLIDATED

 

 

 

 

 

 

 

 

 

3rd Qtr/10

 

Jan to Sep/10

 

3rd Qtr/09

 

Jan to Sep/09

Other operating expenses

17,376

 

41,794

 

17,087

 

36,992

Cofins and Pasep

(1,607)

 

(3,866)

 

(1,581)

 

(3,422)

 

15,769

 

37,928

 

15,506

 

33,570

Other operating expenses

(5,120)

 

(32,757)

 

(8,487)

 

(18,736)

 

 

 

 

 

 

 

 

other operating income (expenses), net

10,649

 

5,171

 

7,019

 

14,834


Page: 66

 

 

Other operating revenues include sales of fixed assets, sales of public notices, scraps, indemnifications and expense reimbursements, fines and pledges, lease of real estate, water of reuse, Pura´s projects and services, Aqualog and other technical services.

 

The other operating expenses comprise: (i) the write-off of items of fixed assets by obsolescence, deactivated works, unproductive wells, economically unfeasible projects and loss with fixed assets and (ii) provision referring to the actuarial obligation of State Law 4819/58 (note 5).

 

 

21.          AGREEMENT WITH THE MUNICIPALITY OF SÃO PAULO

 

On November 14, 2007, the Company and the Municipality of Paulo (the Parties) entered into an Agreement to establish the conditions that ensure the stability in the providing of water supply and sewage, and environmental utility services in the city of São Paulo, the main provisions of which are as follows:

 

1. The Parties made the commitment to take basic sanitation and environmental actions, complementary to the actions of the Municipality of São Paulo, by investing in the deployment and continuity of programs such as: “Programa Córrego Limpo” (Clean River Program) and “Programa de Uso Racional da Água - PURA” (Rational Water Use Program), the purpose of which is to ensure a decrease in water consumption by City government units, ensuring water supply to and the quality of living of the population;

 

2. Starting November 14, 2007, Agreement date, all the amounts paid by the Municipality of São Paulo to SABESP, referring to consumption by City departments, agencies, and foundations, net of taxes, will be used in basic sanitation and environmental actions in the Municipality;

 

3. The Municipality made the commitment to resume the payment of consumption bills issued by SABESP, starting November 14, 2007, the date of this Agreement’s execution;

 

On June 23, 2010 the State of Sao Paulo, through its Governor, the Municipality of Sao Paulo and the Regulating Agency of Sanitation and Energy – ARSESP entered into the Agreement provided in the initial instrument, signed in November 14, 2007.

 

The Agreement, signed in June 23, 2010 has as object to share the responsibility for offering the service of water supply and sanitation sewage in the capital, in the next 30 years, extendable for equal period. Additionally, it attributes to Sabesp exclusivity in the provision of services and defines ARSESP as responsible for the regulating functions, including tariff, control and inspection of services.

 

Also on June 23, 2010 it was signed the “Agreement of Provision of Public Services of Water Supply and Sanitation Sewage”. The Agreement was entered into between the State of Sao Paulo, the Municipality of Sao

Page: 67

 

 

Paulo and Sabesp, for the period of 30 years, extendable for equal period, encompassing the following activities:

  1. the protection of mananciais, in articulation with other bodies of the State and the Municipality;
  2. capitation, adduction and treatment of gross water;
  3. collection, transportation and final disposal of sanitation sewage; and
  4. adoption of other actions of basic and environmental sanitation.

 

The municipal law 14934/09 authorized the municipal executive power to execute the abovementioned instruments with the signatories also mentioned above.

 

22.          STATEMENT OF VALUE ADDED - DVA

 

The statement of value-added, prepared in accordance with CVM Resolution nr. 557/08 (CPC 09) presents the result of the period under the generation and distribution of wealth point of view, which four mainly beneficiaries of the wealth generation by the activities are: the employees, the government, capital of third parties and the shareholders’ capital.

 

 

Explanatory Note

HOLDING

CONSOLIDATED

 

 

Jan-Sep/10

 

Jan-Sep/09

 

Jan-Sep/10

 

Jan-Sep/09

 

 

 

 

 

 

 

 

 

 

 

1 - Revenues

1.1)     Revenues from Products and Services

18

5,766,598

 

5,272,095

 

5,766,598

 

5,272,095

 

1.2)     Other revenues

20

41,794

 

36,992

 

41,794

 

36,992

 

1.3)     Revenues related to the construction of own assets

 

204,479

 

(22,584)

 

204,479

 

(22,584)

 

1.4)     Allowance for doubtful accounts - set up

19

(257,911)

 

(234,658)

 

(257,911)

 

(234,658)

 

 

 

5,754,960

 

5,051,845

 

5,754,960

 

5,051,845

 

 

 

 

 

 

 

 

 

 

 

2 - Inputs acquired from third parties

 

 

 

 

 

 

 

 

 

2.1)      Cost of sale and services provided

 

(1,099,571)

 

(1,019,575)

 

(1,099,572)

 

(1,019,575)

 

2.2)      Supplies, electricity and power, third party’s services and others

 

(476,338)

 

(496,062)

 

(476,434)

 

(496,240)

 

2.3)      Other operating expenses

20

(32,757)

 

(18,736)

 

(32,757)

 

(18,736)

 

 

 

(1,608,666)

 

(1,534,373)

 

(1,608,763)

 

(1,534,551)

 

 

 

 

 

 

 

 

 

 

 

3 - Gross Value Added (1-2)

 

4,146,294

 

3,517,472

 

4,146,197

 

3,517,294

 

 

 

 

 

 

 

 

 

 

 

4 - Retentions

 

 

 

 

 

 

 

 

 

4.1)      Depreciation and Amortization

 

(440,387)

 

(486,030)

 

(440,389)

 

(486,031)

 

 

 

 

 

 

 

 

 

 

 

5 - Net value added produced by the Company (3-4)

 

3,705,907

 

3,031,442

 

3,705,808

 

3,031,263

 

 

 

 

 

 

 

 

 

 

 

6 - Value added produced in transfer

 

 

 

 

 

 

 

 

 

6.1)      Equity result

 

(338)

 

(140)

 

-

 

-

 

6.2)      Financial income

19

240,124

 

153,569

 

240,184

 

153,823

 

 

 

239,786

 

153,429

 

240,184

 

153,823

 

 

 

 

 

 

 

 

 

 

 

7 - Value added to allocate

 

3,945,693

 

3,184,871

 

3,945,992

 

3,185,086

 

 

 

 

 

 

 

 

 

 

 

8 - Value added allocated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.1)      Personnel

 

 

 

 

 

 

 

 

 

8.1.1  Direct compensation

 

641,752

16.3%

693,206

21.8%

641,959

16.3%

693,349

21.8%

8.1.2   Benefits

 

209,641

5.3%

231,110

7.2%

209,648

5.3%

231,118

7.2%

8.1.3   FGTS

 

67,971

1.7%

177,424

5.6%

67,983

1.7%

177,434

5.6%

 

 

919,364

23.3%

1,101,740

34.6%

919,590

23.3%

1,101,901

34.6%

8.2)     Taxes, fees and contributions

 

 

 

 

 

 

 

 

 

8.2.1   Federal

 

1,188,673

30.2%

998,515

31.3%

1,188,723

30.2%

998,545

31.3%

8.2.2   State

 

28,063

0.7%

28,004

0.9%

28,063

0.7%

28,004

0.9%

8.2.3   Municipal

 

23,909

0.6%

16,513

0.5%

23,909

0.6%

16,514

0.5%

 

 

1,240,645

31.5%

1,043,032

32.7%

1,240,695

31.5%

1,043,063

32.7%



Page: 68

 

 

 

Explanatory Note

HOLDING

CONSOLIDATED

 

 

Jan-Sep/10

 

Jan-Sep/09

 

Jan-Sep/10

 

Jan-Sep/09

 

 

 

 

 

 

 

 

 

 

 

8.3)     Remuneration of Third Parties’ Capital

 

 

 

 

 

 

 

 

 

8.3.1   Interests, foreign exchange and monetary variation

 

687,297

17.4%

104,246

3.3%

687,297

17.4%

104,251

3.3%

8.3.2   Lease

 

24,337

0.6%

19,247

0.6%

24,361

0.6%

19,265

0.6%

 

 

711,634

18.0%

123,493

3.9%

711,658

18.0%

123,516

3.9%

 

 

 

 

 

 

 

 

 

 

8.4)     Compensation of shareholders’ equity

 

 

 

 

 

 

 

 

 

8.4.1   Interests on shareholders’ equity

 

-

0.0%

138,980

4.4%

-

0.0%

138,980

4.4%

8.4.2   Retained earnings

 

1,074,050

27.2%

777,626

24.4%

1,074,050

27.2%

777,626

24.4%

 

 

1,074,050

27.2%

916,606

28.8%

1,074,050

27.2%

916,606

28.8%

 

 

 

 

 

 

 

 

 

 

Value added allocated

 

3,945,693

100.0%

3,184,871

100.0%

3,945,992

100.0%

3,185,086

100.0%

 

23.          SUBSEQUENT EVENTS

 

- ProBillings

 

Loan Agreement Nr. BZ-P17, executed on October 14, 2010 between SABESP – Companhia de Saneamento Basico do Estado de Sao Paulo and JICA – Japan International Cooperation Agency, for financing the Integrated Program of Environmental Improvement in the Area of Manantial of the Billings Reservoir. Investment of ¥ 12,357 billion, approximately R$251,712, being ¥ 6,208 billion of financing, approximately R$126,457 and ¥ 6,149 billion in own resources, approximately R$125,255. Total period of 25 years, with 7 years of grace period. Interests: 1.2% per year for civil works and 0.01% per year for consulting.


Page: 69

 

 

07.01 - COMMENTS ON THE COMPANY'S PERFORMANCE IN THE QUARTER

 

1. Financial Highlights

 

In millions of R$

 

 

 

Variation

 

 

Variation

 

3Q09

3Q10

R$

%

Jan-Sep/09

Jan- Sep /10

R$

%

(+) Gross operating revenues

1,749.1

1,976.5

227.4

13.0

5,272.1

5,766.6

494.5

9.4

(-) COFINS and PASEP

120.1

140.9

20.8

17.3

366.1

409.2

43.1

11.8

(=) Net operating revenues

1,629.0

1,835.6

206.6

12.7

4,906.0

5,357.4

451.4

9.2

(-) Costs and expenses

1,173.4

1,180.4

7.0

0.6

3,483.1

3,357.3

(125.8)

(3.6)

(+) Equity result

-

(0.1)

(0.1)

-

(0.1)

(0.3)

(0.2)

200.0

(=) Income before financial expenses (EBIT*)

455.6

655.1

199.5

43.8

1,422.8

1,999.8

577.0

40.6

(+) Depreciation and amortization

161.5

144.5

(17.0)

(10.5)

484.6

439.2

(45.4)

(9.4)

(=) EBITDA**

617.1

799.6

182.5

29.6

1,907.4

2.439.0

531.6

27.9

EBITDA Margin %

37.9

43.6

 

 

38.9

45.5

 

 

Net income

195.7

449.8

254.1

129.8

916.6

1,074.1

157.5

17.2

Net income per one thousand shares in R$

0.86

1.97

 

 

4.02

4.71

 

 

(*) Earnings before interest and taxes on income;

(**) Earnings before interest, taxes, depreciation and amortization;

 

In the 3Q10, the net operating revenue totaled R$1.8 billion, 12.7% growth in relation to 3Q09. Costs and expenses, in the amount of R$1.2 billion suffered a 0.6% in relation to the 3Q09. EBITDA increased from R$617.1 million to R$799.6 million in the 3Q10, with 29.6% increase.

 

EBIT presented a 43.8% growth, from R$455.6 million in the 3Q09 to R$655.1 million in the 3Q10

 

 

2. Gross operating revenue

 

In the 3Q10, the gross operating revenue presented a R$227.4 million increase, or 13.0%, from R$1.7 billion in 3Q09 to R$2.0billion in 3Q10. The main factors responsible for such variance were the tariff adjustment of 4.44% applied in 2009 and 2010 and the growth of volume billed in 5.6% as compared to the same quarter of 2009.

 

 

3. Volume invoiced

 

In the following charts are demonstrated the volumes invoiced of water and sewage, according to the category of use and region, in the 3Q09, 3Q10, and in the first nine months of 2009 and 2010.

 

QUARTER

 

VOLUME INVOICED (1) WATER AND SEWAGE PER CATEGORY OF USE - millions of m3

 

Water

Sewage

Water + Sewage

By Category

3Q09

3Q10

Var. %

3Q09

3Q10

Var. %

3Q09

3Q10

Var. %

Residential

338.8

357.7

5.6

274.5

291.8

6.3

613.3

649.5

5.9

Commercial

38.0

40.3

6.1

35.3

37.6

6.5

73.3

77.9

6.3

Industrial

8.6

9.3

8.1

8.7

9.3

6.9

17.3

18.6

7.5

Public

11.3

12.9

14.2

9.3

10.2

9.7

20.6

23.1

12.1

Total Retail

396.7

420.2

5.9

327.8

348.9

6.4

724.5

769.1

6.2

Wholesale

71.7

73.3

2.2

8.1

6.6

(18.5)

79.8

79.9

0.1

Reuse Water

 0.1

0.1

-

-

-

-

0.1

0.1

-

Grand Total

468.5

493.6

5.4

335.9

355.5

5.8

804.4

849.1

5.6



Page: 70

 

 

 

 

JANUARY TO SEPTEMBER

 

VOLUME INVOICED (1) WATER AND SEWAGE PER CATEGORY OF USE - millions of m3

 

Water

Sewage

Water + Sewage

By Category

Jan-Sep/09

Jan-Sep/10

Var. %

Jan-Sep/09

Jan-Sep/10

Var. %

Jan-Sep/09

Jan-Sep/10

Var. %

Residential

1,035.2

1,079.1

4.2

834.6

876.0

5.0

1,869.8

1,955.1

4.6

Commercial

115.4

120.9

4.8

106.5

112.3

5.4

221.9

233.2

5.1

Industrial

25.5

27.6

8.2

25.5

27.9

9.4

51.0

55.5

8.8

Public

34.6

37.3

7.8

28.4

29.9

5.3

63.0

67.2

6.7

Total Retail

1,210.7

1,264.9

4.5

995.0

1,046.1

5.1

2,205.7

2,311.0

4.8

Wholesale

215.2

219.2

1.9

22.4

21.9

(2.2)

237.6

241.1

1.5

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Grand Total

1,426.1

1,484.3

4.1

1,017.4

1,068.0

5.0

2,443.5

2,552.3

4.5

 

QUARTER

 

VOLUME INVOICED (1) WATER AND SEWAGE PER REGION - millions of m3

 

Water

Sewage

Water + Sewage

Per Region

3Q09

3Q10

Var. %

3Q09

3Q10

Var. %

3Q09

3Q10

Var. %

Metropolitan

266.2

278.7

4.7

224.4

236.2

5.3

490.6

514.9

5.0

Regional (2)

130.5

141.5

8.4

103.4

112.7

9.0

233.9

254.2

8.7

Total retail

396.7

420.2

5.9

327.8

348.9

6.4

724.5

769.1

6.2

Bulk

71.7

73.3

2.2

8.1

6.6

(18.5)

79.8

79.9

0.1

Reuse Water

 0.1

0.1

-

-

-

-

0.1

0.1

-

Grand Total

468.5

493.6

5.4

335.9

355.5

5.8

804.4

849.1

5.6

 

JANUARY TO SEPTEMBER

 

VOLUME INVOICED (1) WATER AND SEWAGE PER REGION - millions of m3

 

Water

Sewage

Water + Sewage

Per Region

Jan-Sep/09

Jan-Sep/10

Var. %

Jan-Sep/09

Jan-Sep/10

Var. %

Jan-Sep/09

Jan-Sep/10

Var. %

Metropolitan

805.5

834.8

3.6

676.1

706.1

4.4

1,481.6

1,540.9

4.0

Regional (2)

405.2

430.1

6.1

318.9

340.0

6.6

724.1

770.1

6.4

Total retail

1,210.7

1,264.9

4.5

995.0

1,046.1

5.1

2,205.7

2,311.0

4.8

Bulk

215.2

219.2

1.9

22.4

21.9

(2.2)

237.6

241.1

1.5

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Grand Total

1,426.1

1,484.3

4.1

1,017.4

1,068.0

5.0

2,443.5

2,552.3

4.5

(1) Not audited

(2) Comprised by the coastal region and country side

Page: 71

 
 

4. Costs, selling and administrative expenses

 

In the 3Q10, the costs of products and services provided, administrative and commercial expenses, had an increase of 0.6%, corresponding to R$7.0 million. The participation of the costs and expenses in the net revenue decreased from 72.0% in the 3to 64.3% in the 3Q10.

In millions of R$

 

 

 

Variation

 

 

Variation

 

3Q09

3Q10

R$

%

Jan-Sep/09

Jan- Sep /10

R$

%

Payroll and related charges

354.6

348.1

(6.5)

(1.8)

1,203.4

1,209.6

(173.8)

(14.4)

General supplies

39.5

36.3

(3.2)

(8.1)

111.1

103.0

(8.1)

(7.3)

Treatment supplies

33.4

31.6

(1.8)

(5.4)

105.3

98.7

(6.6)

(6.3)

Outside services

236.3

221.2

(15.1)

(6.4)

694.2

711.2

17.0

2.4

Electricity

121.4

132.3

10.9

9.0

360.2

392.3

32.1

8.9

General expenses

145.8

166.1

20.3

13.9

246.1

274.9

28.8

11.7

Tax expenses

9.4

11.7

2.3

24.5

43.5

50.5

7.0

16.1

Subtotal

940.4

947.3

6.9

0.7

2,763.8

2,660.2

(103.6)

(3.7)

Depreciation and amortization

161.5

144.5

(17.0)

(10.5)

484.6

439.2

(45.4)

(9.4)

Credits write-off

71.5

88.6

17.1

23.9

234.7

257.9

23.2

9.9

Costs, and administrative and selling expenses

1,173.4

1,180.4

7.0

0.6

3,483.1

3,357.3

(125.8)

(3.6)

Percentage of Net Revenue (%)

72.0

64.3

 

 

71.0

62.7

 

 

 

4.1. Salaries and payroll charges

 

In the 3Q10 occurred an increase of R$6.5 million or 1.8% in salaries and payroll charges, going from R$354.6 million to R$348.1 million as a result of the following factors:

 

·         Adjustment of actuarial calculation referring to the migration of approximately three thousand employees from the Defined Benefit Plan to Sabesprev-Mais Plan in September, 2010 in the amount of R$12.4 million.

 

·         Adjustment in the provision of Profit Sharing – PLR in the amount of R$15.8 million, as a consequence of the reversal of the amounts accrued in 2009; and

 

·         Reduction in salaries and payroll charges in the amount of R$4.3 million, resulting from layoffs occurred in function of the Term of Adjustment of Conduct (“TAC”) + 2% of the headcount, even considering the 5.05% adjustment since May, 2010.

 

This reduction was partially offset by the following factors:

 

·         Company’s matching referring to the deficit of the employees that migrated to the Sabesprev-Mais Plan in the amount of R$17.1 million and

 

·         Adjustment to the provision in the amount of R$10.0 million, for payment of severance packages of employees that required retirement in the 3Q10.

 

4.2. General Supplies

 

In the 3Q10 there was a decrease of R$3.2 million, or 8.1%, when compared to the same period previous year,


Page: 72

 
from R$39.5 million to R$36.3 million. The main factors that caused this variance were of lower expenses with maintenance materials in the adductor systems, water and sewage treatment stations and elevation stations in the Metropolitan Region of Sao Paulo – RMSP, in the amount of R$2.4 million

 

4.3. Treatment Materials

 

The expenditures in 3Q10 were lower than 3Q09 by R$1.8 million, or 5.4%, going from R$33.4 million to R$31.6 million. This variance is related to the following factors:

 

·         Decrease of R$3.2 million in function of lower consumption of aluminum poly-chloride by approximately 41% and replacement of aluminum sulfide. Despite the consumption of aluminum sulfide has grown approximately 30%, the average cost of the product dropped 25%, which contributed significantly in the reduction of the expenditures for the period; and

 

·         Increase of R$1.5 million in the consumption of some products such as: i) soda, in function of price adjustment, climate and reservoir conditions; ii) poly-electrolytes, in function of the entrance into operation of the centrifuges of the Barueri system.

 

4.4. Services

 

In the 3Q10, this item presented a decrease of R$15.1 million, or 6.4%, from R$236.3 million to R$221.2 million. The main factors that contributed to this variance were:

 

·         Agreement with Sao Paulo City Hall:

ü  Decrease of R$9.4 million in the provision made in the 3Q09, referring to the actions in place; and

ü  Decrease of R$7.6 million, as a consequence of lower realization in the implementation of the Water Rational Use Program – PURA, in municipal schools, non recurring.

·         Reduction in the amount of R$6.7 million in expenses from January to September, 2010 as expected for the second year of the contract of Public Private Partnership – “PPP”) of the Alto Tiete Producing System;

·         Reduction, in the amount of R$5.0 million, related to the purchase of treated water, in function of the termination, in March, 2010, of the contract with Aguas de Cajamar S/A; and

·         Decrease with preventive and corrective maintenance in the water and sewage treatment systems in the amount of R$2.3 million, resulting from the implementation of structural works performed at Parque da Integração in the 3Q09.

The following services presented increase:

·         Pavmenting ,and paving repair services worth R$ 10,3 million, in order to fulfil commitments with municipal prefects of the Regional Systems Directorate

·         Maintenance of networks and water and sewage connections in the amount of R$3.7 million resulting from:

ü  Increase in demand and contractual amounts based on the Global Sourcing in the municipalities of the Regional Systems and optimization of the sanitation sewage systems of Santos Lowlands; and

Page: 73

 

 

ü  Enhancement of the actions to meet the demands of the Corrego Limpo Program with Sao Paulo City Hall – PMSP and increase in the realization of maintenance services in the RMSP.

·         Expenses with mud transportation in the amount of R$1.2 million.

 

4.5  Electric Energy

 

In the 3Q10, this item presented increase of R$10.9 million or 9.0%, from R$121.4 million to R$132.3 million.

 

This result is associated to the following factors:

 

·         Tariff adjustment with impact to the average price of 2.5% in the tariff of the captive market, which represents 82% of the installed capacity with electric energy, influencing in the weighted average tariff increase between the captive market and the free market around 3.3%; and

 

·         Increase in cost between the markets with weighted average of 8.0%.

 

 

Participation(%)

Cost Variance (%)

Weighted Average (%)

Free Market

18.0

10.8

1.9

Captive Market

82.0

7.4

6.1

Weighted Average

 

 

8.0

 

4.6. General Expenses

 

In the 3Q10 there was an increase of R$20.3 million or 13.9%, from R$145.8 million to R$166.1 million. The factor that has contributed the most to this increase was the provision in the amount of R$80 million provided in the contract with the Municipality of Sao Paulo, which payment shall occur in November, 2010. This amount corresponds to 7.5% of the Capital’s gross revenues, after deducting the contributions to the Cofins and Pasep. This first payment was calculated as from the data of execution of the contract, occurred in June 23, 2010, therefore, in addition to the revenue of the quarter, the calculation basis considers, in a proportional way, some days of the month of June. This increase was partially offset in function of the lower need to accrue for judicial contingencies in comparison to 2009, in the amount of R$66.2 million.

 

4.7. Depreciation and Amortization

 

This item presented a decrease of R$17.0 million or 10.5%, from R$161.5 million to R$144.5 million. This variation was due to the increase in the estimate of useful life of the assets from December, 2009.

 

4.8. Credit Write-offs

 

In the 3Q10, the write-off of credit increased by R$17.1 million or 23.9%, varying from R$71.5 million to R$88.6 million. Such variance was partially made up by the need to complement the provision on invoicing private customers and municipal public entities.

 

The increase was offset by higher recovery of credits through agreements of payment in installments, with highlight to agreements executed with the Municipality of Taubate and the Municipality of Ferraz de Vanconcelos.

Page: 74

 
 

5. Other operating income and expenses

 

5.1. Other operating income

 

This item presented a decrease of R$3.4 million or 39.7% mainly due to the write-off of unfeasible projects and work in progress, in the amount of R$2.6 million.

 

 

6. Financial Income and Expenses

R$ million

 

3Q09

3Q10

Variation

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

98.7

124.1

25.4

25.7

Interest and charges on foreign loans and financing

15.0

11.7

(3.3)

(22.0)

Interest on court-ordered indemnities, net of provisions

173.9

(66.9)

(240.8)

(138.5)

Other financial expenses

7.6

7.4

(0.2)

(2.6)

Total financial expenses

295.2

76.3

(218.9)

(74.2)

Financial income

29.0

60.7

31.7

109.3

Financial expenses, net of income

266.2

15.6

(250.6)

(94.1)

 

6.1. Financial expenses

 

In the 3Q10 there was an increase of R$218.9 million, or 74.2%, described as follows:

 

·         Reduction in the amount of financial expenses related to judicial proceedings in the amount of R$240.8 million.

·         The interests on internal loans and financings presented an increase of R$25.4 million, due to new funding such as: (i) the 10th issuance of debentures occurred in November, 2009, (ii) 11th issuance of debentures occurred in March, 2010, (iii) 12th issuance of debentures occurred in June, 2010, (iv) 5th issuance of promissory notes occurred in August, 2010 and (v) to the disbursements with loan agreements already executed.

 

6.2. Financial income

 

The financial income presented an increase of R$31.7 million, resulting from higher volume of financial investments.

 

 

Page: 75

 

 

7. Income and expenses with monetary variation

R$ million

 

3Q09

3Q10

Variation

%

Monetary variation on loans and financing

(1.9)

15.4

17.3

(910.5)

Exchange variation on loans and financing

(104.7)

(60.5)

44.2

(42.2)

Other monetary variations

9.2

27.9

18.7

203.3

Positive monetary variations

(97.4)

(17.2)

80.2

(82.3)

Negative monetary variations

11.8

20.1

8.3

70.3

Net monetary variations

(109.2)

(37.3)

71.9

(65.8)

 

7.1. Expenses with monetary variation

 

The effect of foreign exchange income in the 3Q10 was R$80.2 million higher than the same period of last year. This variance is due to:

 

·         The foreign exchange on external loans and financings generated a negative impact in the amount of R$44.2 million resulting from the 6.0% appreciation of the North-American dollar in the 3Q10 versus a 8.9% depreciation in the 3Q09.

 

·         Other monetary variances on indemnification of judicial law suits with increase of R$18.7 million; and

 

·         Monetary variation on internal loans and financings with increase of R$17.3 million, mainly due to the increase of R$15.4 million caused by the positive variation of the IGPM in 2.08% in the 3Q10 against a negative variation of 0.37% in the same period last year; and increase of R$1.9 million due to the higher variation of the TR in the 3Q10 of 0.28% in comparison to the same period of last year of 0.12%.

 

7.2. Income from monetary variance

 

The monetary variation income presented an increase of R$8.3 million, mainly in function of agreements of installment payments executed with the Municipalities of Taubate and Ferraz de Vanconcelos.

 

 

8. Operating Indicators

 

Operational Indicators

3Q09

3Q10

Variation %

Water connections (1)

7,086

7,253

2.4

Sewage connections (1)

5,478

5,668

3.5

Population directly served by water supply (2)

23.3

23.6

1.3

Population served by sewage collection (2)

19.5

19.9

2.1

Number of employees

16,101

15,165

(5.8)

Water volume produced

2,124.0

2,205.9

3.9

Water loss (%)

26.5

26.0

(1.9)

 

(1) In 1,000 units.

(2) In millions of inhabitants.

 (*) unaudited information

Page: 76

 

 

12.01 - COMMENTS ON THE COMPANY’S CONSOLIDATED PERFORMANCE IN THE QUARTER

 

 

 

See comments on the Company’s performance.

 

 

 

Page: 77

 
 

14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

02

2 - ORDER No.

8

3 - REGISTRATION Nº. AT CVM

CVM/SRE/DEB/2005/033

4 - REGISTRATION DATE AT CVM

06/22/2005

5 - SERIES ISSUED

2

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PUBLIC

8 - ISSUE DATE

06/01/2005

9 - MATURITY DATE

06/01/2011

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

IGPM + 10.75%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,334.50

14 - AMOUNT ISSUED              (Million Reais)

467,075

15 - NO. OF SECURITIES ISSUED    (UNIT)

350,000

16 - OUTSTANDING SECURITIES   (UNIT)

350,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

06/01/2011



 

Page: 78

 

 

14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

03

2 - ORDER No.

9

3 - REGISTRATION Nº. AT CVM

CVM/SRE/DEB/2008/029

4 - REGISTRATION DATE AT CVM

10/23/2008

5 - SERIES ISSUED

1

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PUBLIC

8 - ISSUE DATE

10/15/2008

9 - MATURITY DATE

10/15/2013

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

DI + 2.75%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,058.65

14 - AMOUNT ISSUED              (Million Reais)

105,865

15 - NO. OF SECURITIES ISSUED    (UNIT)

100,000

16 - OUTSTANDING SECURITIES   (UNIT)

100,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

10/15/2010




 

Page: 79

 
14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

04

2 - ORDER No.

9

3 - REGISTRATION Nº. AT CVM

CVM/SRE/DEB/2008/030

4 - REGISTRATION DATE AT CVM

10/23/2008

5 - SERIES ISSUED

2

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PUBLIC

8 - ISSUE DATE

10/15/2008

9 - MATURITY DATE

10/15/2015

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

IPCA + 12.87%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,221.38

14 - AMOUNT ISSUED              (Million Reais)

146,565

15 - NO. OF SECURITIES ISSUED    (UNIT)

120,000

16 - OUTSTANDING SECURITIES   (UNIT)

120,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

10/15/2010

 

 

Page: 80

 
 

14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

05

2 - ORDER No.

10

3 - REGISTRATION Nº. AT CVM

PRIVATE ISSUANCE

4 - REGISTRATION DATE AT CVM

 

5 - SERIES ISSUED

1

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

11/15/2009

9 - MATURITY DATE

11/15/2020

10 - TYPE OF DEBENTURE

REAL

11 - EFFECTIVE YIELD CONDITION

TJLP + 1.92%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

2,780,061.17

14 - AMOUNT ISSUED              (Million Reais)

77,841

15 - NO. OF SECURITIES ISSUED    (UNIT)

28

16 - OUTSTANDING SECURITIES   (UNIT)

28

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

11/15/2010

 

 

 

Page: 81

 
 

14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

06

2 - ORDER No.

10

3 - REGISTRATION Nº. AT CVM

PRIVATE ISSUANCE

4 - REGISTRATION DATE AT CVM

 

5 - SERIES ISSUED

2

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

11/15/2009

9 - MATURITY DATE

12/15/2020

10 - TYPE OF DEBENTURE

REAL

11 - EFFECTIVE YIELD CONDITION

IPCA + 9.53%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

2,910,676.91

14 - AMOUNT ISSUED              (Million Reais)

87,320

15 - NO. OF SECURITIES ISSUED    (UNIT)

30

16 - OUTSTANDING SECURITIES   (UNIT)

30

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

11/15/2010

 

 

 

Page: 82

 
 

14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

07

2 - ORDER No.

10

3 - REGISTRATION Nº. AT CVM

PRIVATE ISSUANCE

4 - REGISTRATION DATE AT CVM

 

5 - SERIES ISSUED

3

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

11/15/2009

9 - MATURITY DATE

11/15/2020

10 - TYPE OF DEBENTURE

REAL

11 - EFFECTIVE YIELD CONDITION

TJLP + 1.92%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

2,780,061.17

14 - AMOUNT ISSUED              (Million Reais)

116,762

15 - NO. OF SECURITIES ISSUED    (UNIT)

42

16 - OUTSTANDING SECURITIES   (UNIT)

42

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

11/15/2010

 

 

 

Page: 83

 
14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

08

2 - ORDER No.

11

3 - REGISTRATION Nº. AT CVM

CVM/SER/DEB/2010/015

4 - REGISTRATION DATE AT CVM

04/21/2010

5 - SERIES ISSUED

1

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

03/01/2010

9 - MATURITY DATE

03/01/2015

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

DI+1.95%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,009.58

14 - AMOUNT ISSUED              (Million Reais)

817,759

15 - NO. OF SECURITIES ISSUED    (UNIT)

810,000

16 - OUTSTANDING SECURITIES   (UNIT)

810,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

03/01/2011

 

 

Page: 84

 
14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

09

2 - ORDER No.

11

3 - REGISTRATION Nº. AT CVM

CVM/SER/DEB/2010/016

4 - REGISTRATION DATE AT CVM

04/21/2010

5 - SERIES ISSUED

2

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

03/01/2010

9 - MATURITY DATE

03/01/2013

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

DI+1.40%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,009.15

14 - AMOUNT ISSUED              (Million Reais)

408,705

15 - NO. OF SECURITIES ISSUED    (UNIT)

405,000

16 - OUTSTANDING SECURITIES   (UNIT)

405,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

03/01/2011

 

 

 

Page: 85

 
14.01 - CHARACTERISTICS of the PUBLIC OR PRIVATE ISSUE OF DEBENTURES

 

1- ITEM

10

2 - ORDER No.

12

3 - REGISTRATION Nº. AT CVM

NO REGISTRATION (CVM Instr. 476/09)

4 - REGISTRATION DATE AT CVM

06/23/2010

5 - SERIES ISSUED

UN

6 - TYPE OF ISSUE

SIMPLE

7 - ISSUED NATURE

PRIVATE

8 - ISSUE DATE

06/22/2010

9 - MATURITY DATE

06/01/2025

10 - TYPE OF DEBENTURE

WITHOUT PREFERENCE

11 - EFFECTIVE YIELD CONDITION

TR+9.5%

12 - PREMIUM/DISCOUNT

 

13 - NOMINAL AMOUNT                 (Reais)

1,007.90

14 - AMOUNT ISSUED              (Million Reais)

503,950

15 - NO. OF SECURITIES ISSUED    (UNIT)

500,000

16 - OUTSTANDING SECURITIES   (UNIT)

500,000

17 - TREASURY SECURITIES          (UNIT)

0

18 - REDEEMED SECURITIES         (UNIT)

0

19 - CONVERTED SECURITIES       (UNIT)

0

20 - SECURITIES TO BE PLACED    (UNIT)

0

21 - LAST RENEGOTIATION DATE

 

22 - DATE OF NEXT EVENT

10/01/2010

 

 

 

Page: 86

 
20.01 - OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY
 
1.   CHANGE IN THE INTEREST HELD BY THE CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES

Position at September 30, 2010

Shareholder

Number of Common Shares

(In units)

%

Total Number

 of Shares

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,085

50.3%

114,508,085

50.3%

Management

 

 

 

 

Board of Directors

5,210

       0

5,210

       0

Executive Board

                       -

     -

                     -

     -

 

 

 

 

 

Supervisory Board

                       -

     -

                     -

     -

 

 

 

 

 

Treasury Shares

                       -

     -

                     -

     -

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,513,295

50.3%

114,513,295

50.3%

 

 

 

 

 

Outstanding Shares

113,323,328

49.7%

      113,323,328

49.7%

 

 

CONSOLIDATED SHAREHOLDING POSITION OF CONTROLLING SHAREHOLDER, DIRECTORS AND OFFICERS AND OUTSTANDING SHARES

Position at September 30, 2009

Shareholder

Number de Common Shares

(In units)

%

Number Total

 de Ações

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,085

50.3%

114,508,085

50.3%

Management

 

 

 

 

Board of Directors

5,2010

       0

5,210

       0

Executive Board

                       -

     -

                     -

     -

 

 

 

 

 

Supervisory Board

                       -

     -

                     -

     -

 

 

 

 

 

Treasury Shares

                       -

     -

                     -

     -

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,513,295

50.3%

114,513,295

50.3%

 

 

 

 

 

Outstanding Shares

113,323,328

49.7%

113,323,328

49.7%

 

 

 

Page: 87

 
 

2.   SHAREHOLDING POSITION

 

 

SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF SHARES OF EACH CATEGORY AND CLASS OF SHARES OF THE COMPANY, UP TO THE LEVEL OF INDIVIDUAL

 

Company:

 

CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

Position at September 30, 2010

(In Shares)

 

Common Shares

Total

Shareholder

Number

%

Number

%

State Finance Department

114,508,085

50.3

114,508,085

50.3

 

 

3.      ARBITRATION COMMITMENT CLAUSE

 

The Company, its shareholders, Managers and member of the fiscal council undertake to resolve, by arbitration, any and all dispute or controversy that may arise between them, related to or arising from, specially, the application, effectiveness, interpretation, violation and its effects, of the provisions included in Law 6404/76, in its by-laws, in the norms issued by the National Monetary Council, by the Central Bank of Brazil and by the Brazilian Securities and Exchange Commission, as well as in other norms applicable to the operation of the capital markets in general, in addition to those contained in the Listing Regulation of the New Market, the Contract of Participation in the New Market and the Arbitration Regulation of the Arbitration Chamber of the Market, to be conducted with the Arbitration Chamber of the Market organized by BM&BOVESPA in accordance with the Regulation of such Chamber, observed the exception applicable to the unavailable rights.

 

 

 

Page: 88

 

 

20.01 - REPORT ON THE LIMITED REVIEW - UNQUALIFIED

 

 

 

Report of the independent auditors’ review

 

 

 

To the Board of Directors and Stockholders

Companhia de Saneamento Básico do
Estado de São Paulo - SABESP

 

 

 

 

1             We have reviewed the accounting information included in the Quarterly Information (ITR) of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“Company”) and subsidiaries (parent company and consolidated), for the quarter ended September 30, 2010, comprising the balance sheets and the statements of income, of changes in stockholders’ equity, of cash flows and of value added, explanatory notes and the performance report. This Quarterly Information is the responsibility of the Company’s management.

 

 

2             Our review was carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the Quarterly Information; and (b) a review of information and of subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

 

 

3             Based on our limited review, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that it be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of the Quarterly Information, consistent with the standards issued by the Brazilian Securities Commission (CVM).

 

 

4             As mentioned in Note 2, the CVM has approved several Pronouncements, Interpretations and Technical Guidance issued by the Brazilian Accounting Pronouncements Committee (CPC) to be effective as from 2010, which altered the accounting practices adopted in Brazil. As permitted by CVM Resolution No. 603/09, the Company’s management has opted to present its Quarterly Information by using the accounting standards adopted in Brazil until December 31, 2009. As required by said Resolution, Note 2 to the Quarterly Information discloses this fact and also provides a description of the main changes that may have an impact on the Company's year-end financial statements, as well as an estimate of their possible effects on stockholders' equity and results of operations.

 

 

5             As mentioned in Note 5, the Company and the Government of the State of São Paulo entered into an agreement to settle the so-called “uncontroversial amount”, referring to the reimbursement of payments related to retirement and pension plans paid by the Company, in the name and on account of the Government of the

 

Page: 89

 
 
State of São Paulo. The recovery of this asset may be influenced by: (a) the resolution of legal uncertainties caused by public action and legislative authorization related to the transfer of reservoirs to the Company, amounting to R$ 696,283 thousand and (b) the financial collection of other amounts, amounting R$ 197,688 thousand.

 

 

São Paulo, November 12, 2010

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

Valdir Renato Coscodai

Contador CRC 1SP165875/O-6
 



Page: 90

 

 

 

 

INDEX

 

Group

Table

Description

Page

01

01

IDENTIFICATION

1

01

02

REGISTERED OFFICE

1

01

03

INVESTOR RELATIONS OFFICER (Company’s mailing address)

1

01

04

ITR REFERENCE

1

01

05

CAPITAL STOCK

2

01

06

COMPANY’S CHARACTERISTICS

2

01

07

COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

2

01

08

PROCEEDS IN CASH

2

01

09

PAID-IN CAPITAL AND CHANGES IN THE CURRENT FISCAL YEAR

3

01

10

INVESTOR RELATIONS OFFICER

3

02

01

BALANCE SHEETS - ASSETS

4

02

02

BALANCE SHEETS - LIABILITIES

6

03

01

STATEMENT OF INCOME

8

04

01

04 -STATEMENT OF CASH FLOWS

10

05

01

05 -STATEMENT OF CHANGES TO SHAREHOLDERS’ EQUITY FROM 07/01/2010 to 09/30/2010

12

05

02

05 -STATEMENT OF CHANGES TO SHAREHOLDERS’ EQUITY FROM 01/01/2010 to 09/30/2010

13

08

01

CONSOLIDATED BALANCE SHEETS - ASSETS

14

08

02

CONSOLIDATED BALANCE SHEETS - LIABILITIES

16

09

01

CONSOLIDATED STATEMENT OF INCOME

18

10

01

10.01 -CONSOLIDATED STATEMENT OF CASH FLOWS

20

11

01

11 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS’ EQUITY FROM 07/01/2010 to 09/30/2010

22

11

02

11 - STATEMENT OF CONSOLIDATED CHANGES TO SHAREHOLDERS’ EQUITY FROM 01/01/2010 to 09/30/2010

23

06

01

EXPLANATORY NOTES

24

07

01

COMMENTS ON THE COMPANY’S PERFORMANCE IN THE QUARTER

71

12

01

COMMENTS ON THE COMPANY’S CONSOLIDATED PERFORMANCE IN THE QUARTER

78

14

01

CHARACTERISTICS OF THE PUBLIC OR PRIVATE ISSUANCE OF DEBENTURES

79

20

01

OTHER INFORMATION THAT THE COMPANY DEEMS RELEVANT

88

21

01

REPORT ON THE LIMITED REVIEW

91



 

Page: 91
 

 
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, in the city São Paulo, Brazil.
Date: February 11, 2011
 
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
By: /s/ Rui de Britto Álvares Affonso

 
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.