sbsitr3q11_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 December 27, 2011
(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):

 

 

(A free translation of the original in Portuguese)

 

 

Companhia de Saneamento

Básico do Estado de São Paulo - SABESP

Quarterly Information (ITR) at
September 30, 2011
and Report on Review of
Quarterly Information

 


 

(A free translation of the original in Portuguese)

 

 

 

Report on Review of Quarterly Information

 

 

To the Board of Directors and Shareholders

Companhia de Saneamento Básico do

Estado de São Paulo – SABESP  

 

 

Introduction

 

We have reviewed the accompanying parent company and consolidated interim accounting information of Companhia de Saneamento Básico do Estado de São Paulo - SABESP, included in the Quarterly Information (ITR) Form for the quarter ended September 30, 2011, comprising the balance sheet at that date and the statements of income, comprehensive income, changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information.

 

Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with accounting standard CPC 21 and International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion on the parent company

interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM).

 

 

 


  Page: 2

 


 

Companhia de Saneamento Básico do

Estado de São Paulo - SABESP

 

 

Conclusion on the consolidated 

interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM).

 

Other matters

 

Interim statements 

of value added

 

We have also reviewed the parent company and consolidated interim statements of value added (DVA) for the nine-month period ended September 30, 2011, which are required to be presented in accordance with standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which does not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been properly prepared, in all material respects, in relation to the parent company and consolidated interim accounting information taken as a whole.

 

São Paulo, November 10, 2011

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

Valdir Renato Coscodai

Contador CRC 1SP165875/O-6

  Page: 3

 


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Information of the Company

  Capital Composition

  Cash Dividends

 

Individual Financial Statements

Balance Sheets Assets

Balance Sheet Liabilities

Statement of income

Statement of Cash Flows

 

Statement of Changes in Shareholders' Equity

SCSE 01/01/2011 to 09/30/2011

SCSE 01/01/2010 to 09/30/2010

Value Added Statement

 

Consolidated  Financial Statements

Balance Sheets Assets

Balance Sheet Liabilities

Statement of income

Statement of Cash Flows

 

Individual Financial Statements

SCSE 01/01/2011 to 09/30/2011

SCSE 01/01/2010 to 09/30/2010

Value Added Statement

 

Comments on Performance

 

Financial Highlights

 

Other Information Considered Material by the Company

 

Opinions and Statements

 

 Report of the Special Review-Without Qualification

 

 

 

                                                              Page: 4


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

INFORMATION OF THE COMPANY/ CAPITAL COMPOSITION

 

NUMBER OF SHARES

(Units)

CURRENT QUARTER

09/30/2011

Paid-up Capital

Common

227,836,623

Preferred

0

Total

227,836,623

Treasury Shares

Common

0

Preferred

0

Total

0


 

                                                              Page: 5


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

INFORMATION OF THE COMPANY / CASH DIVIDENDS

 

Event

Approval

Earnings

Beginning of Payment

Type of Share

Class of Share

Earnings per Share (Reais/Share)

Board of Directors’ Meeting

12/14/2010

Other

06/27/2011

Common

-

2.00140

 

 

 

                                                              Page: 6


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/Balance Sheet Assets

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

09/30/2011

Previous Exercise

12/31/2010

1

Total assets

24,370,489

23,293,050

1.01

Current assets

3,613,594

3,574,874

1.01.01

Cash & Cash Equivalents

2,227,455

1,988,004

1.01.03

Receivables

1,124,075

1,108,819

1.01.03.01

Customers

950,178

971,047

1.01.03.02

Other Receivables

173,897

137,772

1.01.03.02.01

Balances with Related Parties

173,897

137,772

1.01.04

Inventories

35,791

36,090

1.01.06

Taxes Recoverable

69,935

108,675

1.01.06.01

Current Taxes Recoverable

69,935

108,675

1.01.08

Other Current Assets

156,338

333,286

1.01.08.03

Other

156,338

333,286

1.01.08.03.01

Restricted Cash

97,363

302,570

1.01.08.03.20

Other receivables

58,975

30,716

1.02

Noncurrent assets

20,756,895

19,718,176

1.02.01

Long-term assets

953,302

962,008

1.02.01.03

Receivables

355,079

352,839

1.02.01.03.01

Customers

355,079

352,839

1.02.01.06

Deferred Taxes

133,956

77,913

1.02.01.06.01

Deferred Income Tax & Social Contribution

133,956

77,913

1.02.01.08

Credit with Related Parties

164,381

231,076

1.02.01.08.03

Credit with Controlling Shareholders

164,381

231,076

1.02.01.09

Other Non-current Assets

299,886

300,180

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

53,888

43,543

1.02.01.09.05

ANA – National Water Agency

67,368

62,540

1.02.01.09.20

Other receivables

32,417

47,884

1.02.02

Investments

17,894

8,262

1.02.02.01

Shareholdings

17,894

8,262

1.02.02.01.04

Other Equity Interests

17,894

8,262

1.02.03

Property, Plant and Equipment

186,367

206,384

1.02.04

Intangible

19,599,332

18,541,522

1.02.04.01

Intangible

19,599,332

18,541,522

1.02.04.01.01

Concession Contracts

10,482,150

10,732,557

1.02.04.01.02

Program Contracts

707,432

864,384

1.02.04.01.03

Service Contracts

7,534,753

6,096,862

1.02.04.01.04

Software License

2,615

7,937

1.02.04.01.05

New Business

17,209

11,228

1.02.04.01.06

Concession Contracts – Economic Value

518,982

517,278

1.02.04.01.07

Program Contracts - Commitments

336,191

311,276

 

 

                                                              Page: 7


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Balance Sheet Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

09/30/2011

Previous Exercise

12/31/2010

2

Total liabilities and shareholders’ equity

24,370,489

23,293,050

2.01

Current liabilities

2,947,889

3,501,786

2.01.01

Labor and Social Security Obligations

309,443

246,325

2.01.01.01

Social Security Obligations

18,302

26,147

2.01.01.02

Labor Obligations

291,141

220,178

2.01.02

Suppliers

205,653

142,634

2.01.02.01

Domestic Suppliers

205,653

142,634

2.01.03

Tax Obligations

129,052

157,768

2.01.03.01

Federal Tax Obligations

124,057

153,233

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

49,791

48,149

2.01.03.01.03

INSS (Social security contribution), payable

24,318

24,112

2.01.03.01.04

Installment Program Law – 10.684/03

36,378

35,364

2.01.03.01.20

Other Federal Taxes

13,570

45,608

2.01.03.03

Municipal Tax Obligations

4,995

4,535

2.01.04

Loans and financing

1,029,104

1,239,716

2.01.04.01

Loans and financing

730,707

628,207

2.01.04.01.01

In national currency

526,682

498,230

2.01.04.01.02

In foreign currency

204,025

129,977

2.01.04.02

Debentures

298,397

611,509

2.01.05

Other payables

547,696

948,740

2.01.05.01

Liabilities with related parties

9,893

11,395

2.01.05.01.03

Debts with controlling shareholders

9,893

11,395

2.01.05.02

Other

537,803

937,345

2.01.05.02.01

Dividends and Interests on Equity Payable

92

354,254

2.01.05.02.04

Accounts Payable

260,172

328,434

2.01.05.02.05

Refundable amounts

52,538

60,486

2.01.05.02.06

Program contract commitments

70,496

38,427

2.01.05.02.07

Account Payable - Private Public Partnership

20,592

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

59,477

60,350

2.01.05.02.09

Indemnities

7,608

17,169

2.01.05.02.20

Other payables

66,828

47,394

 

                                                              Page: 8


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

2.01.06

Provisions

726,941

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

108,131

96,231

2.01.06.01.01

Tax Provisions

5,368

3,191

2.01.06.01.02

Tax and Social Security Provisions

83,165

78,151

2.01.06.01.04

Civil Provisions

19,598

14,889

2.01.06.02

Other Provisions

618,810

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

11,597

22,802

2.01.06.02.04

Provisions for Customers

238,295

288,970

2.01.06.02.05

Provisions for Suppliers

368,918

358,600

2.02

Non-current liabilities

11,079,156

10,109,464

2.02.01

Loans and financing

7,477,404

6,969,576

2.02.01.01

Loans and financing

4.606,079

4,786,671

2.02.01.01.01

In national currency

1,847,400

2,667,720

2.02.01.01.02

In foreign currency

2,758,679

2,118,951

2.02.01.02

Debentures

2,871,325

2,182,905

2.02.02

Other payables

2,792,662

2,446,661

2.02.02.02

Other

2,792,662

2,446,661

2.02.02.02.03

Other Taxes and Contributions Payable

27,286

53,045

2.02.02.02.04

Social security charges

2,036,891

1,804,038

2.02.02.02.05

Program contract commitments

84,971

106,696

2.02.02.02.06

Account Payable - Private Public Partnership

383,454

284,728

2.02.02.02.07

Indemnities

50,045

30,847

2.02.02.02.08

TAC - Retirees

18,798

20,497

2.02.02.02.09

Deferred Cofins and Pasep

112,979

112,962

2.02.02.02.20

Other payables

78,238

33,848

2.02.04

Provisions

809,090

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

293,457

267,287

2.02.04.01.01

Tax Provisions

68,131

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

72,541

59,081

2.02.04.01.04

Civil Provisions

152,785

152,739

2.02.04.02

Other Provisions

515,633

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

91,939

42,293

2.02.04.02.04

Provisions for Customers

398,380

370,212

2.02.04.02.05

Provisions for Suppliers

25,314

13,435

 

                                                              Page: 9


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

2.03

Shareholders' equity

10,343,444

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,285,096

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

0

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

730,405

0

 

 

 

                                                              Page: 10


 

 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

Individual Financial Statements/ Statement of income

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

07/01/2011 to 09/30/2011

Accumulated of Current Year 01/01/2011 to 09/30/2011

Equal quarter of

Previous Exercise

07/01/2010 to 09/30/2010

Accumulated of

Previous Exercise

01/01/2010 to 09/30/2010

3.01

Gross revenue from sales and/or services

2,591,262

7,225,668

2,353,254

6,788,886

3.02

Cost of sales and/or services

-1,634,513

-4,440,004

-1,362,001

-3,818,445

3.02.01

Cost of sales and/or services

-978,484

-2,858,247

-810,402

-2,294,584

3.02.02

Construction Cost

-656,029

-1,581,757

-551,599

-1,523,861

3.03

Gross profit

956,749

2,785,664

991,253

2,970,441

3.04

Operating (expenses) income

-323,374

-1,075,481

-351,250

-1,028,200

3.04.01

Selling expenses

-116,219

-449,757

-168,196

-499,147

3.04.02

General and Administrative Expenses

-192,317

-660,018

-187,427

-536,843

3.04.04

Other operating income

-2,131

58,058

9,409

26,503

3.04.04.01

Other operating income

-2,434

63,889

11,016

30,369

3.04.04.02

COFINS and PASEP (taxes on revenue)

303

-5,831

-1,607

-3,866

3.04.05

Other operating expenses

-10,540

-19,346

-4,922

-18,375

3.04.05.01

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

-8,265

-12,644

-2,746

-14,941

3.04.05.03

Tax incentives

-1,915

-6,225

-2,339

-3,243

3.04.05.05

Other

-360

-477

163

-191

3.04.06

Equity result

-2,167

-4,418

-114

-338

 

                                                              Page: 11


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

3.05

Income before taxes and profit sharing

633,375

1,710,183

640,003

1,942,241

3.06

Financial income

-510,698

-515,782

62,917

-276,475

3.06.01

Financial income

113,894

324,466

80,813

240,124

3.06.01.01

Financial income

113,508

339,030

80,788

239,970

3.06.01.02

Foreign exchange gains

386

-14,564

25

154

3.06.02

Financial expenses

-624,592

-840,248

-17,896

-516,599

3.06.02.01

Financial expenses

-158,207

-517,203

-96,522

-552,442

3.06.02.02

Foreign exchange losses

-466,385

-323,045

78,626

35,843

3.07

Income Before Taxes on profit

122,677

1,194,401

702,920

1,665,766

3.08

Income Tax and Social Contribution on Net Income

-54,713

-463,996

-265,902

-610,254

3.08.01

Current

-112,974

-519,992

-199,816

-634,842

3.08.02

Deferred

58,261

55,996

-66,086

24,588

3.09

Net Profit from Continuing Operations

67,964

730,405

437,018

1,055,512

3.11

Profit/Loss of the Period

67,964

730,405

437,018

1,055,512

3.99

Earnings per share (Reais/ Share)

-

-

-

-

3.99.01

Basic earnings per share

-

-

-

-

3.99.01.01

ON

0.29830

3.20584

1.91813

4.63277

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

ON

0.29830

3.20584

1.91813

4.63277

 

 

 

                                                              Page: 12


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Individual Financial Statements/ Statement of Cash Flows - Indirect Method

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

01/01/2011 to 09/30/2011

Previous Exercise

01/01/2010 to 09/30/2010

6.01

Net Cash from Operating Activities

1,897,590

1,597,466

6.01.01

Cash Generated from Operations

3,187,587

2,951,185

6.01.01.01

Net Profit before Income Tax and Social Contribution

1,195,679

1,665,766

6.01.01.02

Provision for Contingencies

220,254

228,460

6.01.01.05

Loss on sale of Intangible Fixed Assets

21,162

14,941

6.01.01.06

Depreciation and Amortization

572,514

432,917

6.01.01.07

Interests on Loans and Financings Payable

342,528

325,612

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

367,326

28,254

6.01.01.09

Expenses with Interests and Monetary Variations

2,197

3,211

6.01.01.10

Income with Interests and Monetary Variations

-19,404

-44,842

6.01.01.11

Allowance for Doubtful Accounts

240,883

257,911

6.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

40,561

18,379

6.01.01.13

Equity result

4,418

338

6.01.01.14

Provision Sabesprev Mais

-7,432

25,321

6.01.01.15

Other Provisions/Reversals

4,900

-14

6.01.01.16

Provision for transfer of funds to São Paulo City Hall  

0

-79,330

6.01.01.17

Margin of Fair Value over Intangible Assets Arising from Concession Contracts

-39,284

-35,847

6.01.01.18

Social Security Obligations

241,285

110,108

6.01.02

Variation to Assets and Liabilities

-267,238

-231,555

6.01.02.01

Accounts Receivable

-219,880

-177,143

6.01.02.02

Balances and Transactions with Related Parties

36,585

26,499

6.01.02.03

Inventories

228

9,912

6.01.02.04

Taxes Recoverable

-43,437

-7,340

6.01.02.05

Other Accounts Receivable

-21,186

-31,481

6.01.02.06

Judicial Deposits

3.624

-3,319

6.01.02.08

Loans and Suppliers

73,762

-2,268

6.01.02.09

Salaries, Provisions and Social Security Obligations

22,557

19,334

 

                                                              Page: 13


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

6.01.02.10

Social Security Obligations

-8,432

-11,974

6.01.02.11

Taxes and contributions paid

-56,672

-50,037

6.01.02.12

Other Suppliers

-37,695

102,812

6.01.02.13

Other Obligations

131,608

176,706

6.01.02.14

Contingencies

-148,317

-277,925

6.01.02.15

Tax Revenue

17

-5,331

6.01.03

Other

-1,022,759

-1,122,164

6.01.03.01

Interest Paid

-583,666

-473,608

6.01.03.02

Taxes and Contributions Payable

-439,093

-648,556

6.02

Net Cash from Investment Activities

-1,154,196

-1,680,812

6.02.01

Acquisition of Items of Fixed Assets

-8,174

0

6.02.02

Increase in Intangibles

-1,337,179

-1,304,421

6.02.03

Increase in Investments

-14,050

0

6.02.04

Restricted Cash

205,207

-376,391

6.03

Net Cash from Financing Activities

-503,943

678,951

6.03.01

Funding

1,456,501

2,700,620

6.03.02

Amortizations of loans

-1,537,521

-1,656,283

6.03.03

Payment of Interests on Shareholders´ Equity

-422,923

-365,386

6.05

Increase(Decrease) in Cash & Cash Equivalents

239,451

595,605

6.05.01

Cash & Cash Equivalents at the beginning of the period

1,988,004

769,433

6.05.02

Cash & Cash Equivalents at the end of the period

2,227,455

1,365,038

 

 

 

                                                              Page: 14


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2011 to 09/30/2011

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

5.04

Transactions of Capital with shareholders

0

0

-68,761

0

0

-68,761

5.04.08

Additional Dividend Proposed Approved by General Shareholders’ Meeting

0

0

-68,761

0

0

-68,761

5.05

Total Comprehensive Income

0

0

0

730,405

0

730,405

5.05.01

Net Income

0

0

0

730,405

0

730,405

5.07

Closing Balances

6,203,688

124,255

3,285,096

730,405

0

10,343,444

 

 

 

                                                              Page: 15


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2010 to 09/30/2010

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

1,055,512

0

1,055,512

5.05.01

Net Income

0

0

0

1,055,512

0

1,055,512

5.07

Closing Balances

6,203,688

124,255

2,110,641

1,055,512

0

9,494,096

 

 

 

                                                              Page: 16


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Individual Financial Statements/ Value Added Statement

 

(Real one thousand

 

Account code

Account Description

Current Quarter

01/01/2011 to 09/30/2011

Previous Exercise

01/01/2010 to 09/30/2010

7.01

Revenue

7,634,919

7,098,764

7.01.01

Sales of Merchandise, Products and Services

6,043,317

5,638,350

7.01.02

Other Revenue

63,889

30,369

7.01.03

Revenue from the construction of own assets

1,621,042

1,559,708

7.01.04

(Provision)/reversal of credit losses

-93,329

-129,663

7.02

Inputs purchased from third parties

-3,104,799

-2,913,666

7.02.01

Cost of Merchandise, Products and Services sold

-2,625,389

-2,418,953

7.02.02

Materials, Energy, Third Party Services and Others

-460,064

-476,338

7.02.04

Other

-19,346

-18,375

7.03

Gross Value Added

4,530,120

4,185,098

7.04

Retentions

-574,001

-434,047

7.04.01

Depreciation, Amortization and Depletion

-574,001

-434,047

7.05

Net Value Added Produced

3,956,119

3,751,051

7.06

Value Added Transfers Received

320,048

239,786

7.06.01

Equity result

-4,418

-338

7.06.02

Financial Income

324,466

240,124

7.07

Total Value Added to Distribute

4,276,167

3,990,837

7.08

Value Added Value Distribution

4,276,167

3,990,837

7.08.01

Staff

1,277,402

1,027,204

7.08.01.01

Direct Compensation

741,888

641,752

7.08.01.02

Benefits

453,324

317,481

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

82,190

67,971

7.08.02

Taxes and Contributions

1,178,364

1,274,688

7.08.02.01

Federal

1,125,646

1,222,716

7.08.02.02

State

30,702

28,063

7.08.02.03

Municipal

22,016

23,909

7.08.03

Third Party Capital Compensation

1,089,996

633,433

7.08.03.01

Interest

1,062,725

609,096

7.08.03.02

Rental

27,271

24,337

7.08.04

Shareholders’ equity remuneration

730,405

1,055,512

7.08.04.03

Retained Profit / Loss for the Period

730,405

1,055,512

 

 

 

 

 

                                                              Page: 17


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Consolidated Financial Statements/Balance Sheet Assets

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

09/30/2011

Previous Exercise

12/31/2010

1

Total assets

24,548,478

23,350,584

1.01

Current assets

3,663,433

3,590,121

1.01.01

Cash & Cash Equivalents

2,265,911

1,989,179

1.01.03

Receivables

1,124,693

1,109,090

1.01.03.01

Customers

950,796

971,318

1.01.03.02

Other Receivables

173,897

137,772

1.01.03.02.01

Balances with Related Parties

173,897

137,772

1.01.04

Inventories

35,820

36,096

1.01.06

Taxes Recoverable

70,052

108,675

1.01.06.01

Current Taxes Recoverable

70,052

108,675

1.01.08

Other Current Assets

166,957

347,081

1.01.08.03

Other

166,957

347,081

1.01.08.03.01

Restricted Cash

97,363

302,570

1.01.08.03.20

Other receivables

69,594

44,511

1.02

Noncurrent assets

20,885,045

19,760,463

1.02.01

Long-term assets

957,050

964,021

1.02.01.03

Receivables

355,079

352,839

1.02.01.03.01

Customers

355,079

352,839

1.02.01.06

Deferred Taxes

133,651

78,440

1.02.01.06.01

Deferred Income Tax & Social Contribution

133,651

78,440

1.02.01.08

Credit with Related Parties

164,381

231,076

1.02.01.08.03

Credit with Controlling Shareholders

164,381

231,076

1.02.01.09

Other Non-current Assets

303,939

301,666

1.02.01.09.03

Indemnifications Receivable

146,213

146,213

1.02.01.09.04

Judicial deposits

53,888

43,543

1.02.01.09.05

ANA – National Water Agency

67,368

62,540

1.02.01.09.20

Other receivables

36,470

49,370

1.02.03

Property, Plant and Equipment

315,421

249,606

1.02.04

Intangible

19,612,574

18,546,836

1.02.04.01

Intangible

19,612,574

18,546,836

1.02.04.01.01

Concession Contracts

10,495,392

10,737,871

1.02.04.01.02

Program Contracts

707,432

864,384

1.02.04.01.03

Service Contracts

7,534,753

6,096,862

1.02.04.01.04

Software License

2,615

7,937

1.02.04.01.05

New Business

17,209

11,228

1.02.04.01.06

Concession Contracts - Economic Value

518,982

517,278

1.02.04.01.07

Program Contracts - Commitments

336,191

311,276

 

 

                                                              Page: 18


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Balance Sheet Liabilities and Shareholders’ Equity

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

09/30/2011

Previous Exercise

12/31/2010

2

Total liabilities and Shareholders’ equity

24,548,478

23,350,584

2.01

Current liabilities

2,956,368

3,506,114

2.01.01

Labor and Social Security Obligations

309,861

246,467

2.01.01.01

Social Security Obligations

18,364

26,172

2.01.01.02

Labor Obligations

291,497

220,295

2.01.02

Suppliers

211,318

144,043

2.01.02.01

Domestic Suppliers

211,318

144,043

2.01.03

Tax Obligations

130,968

158,050

2.01.03.01

Federal Tax Obligations

125,951

153,515

2.01.03.01.01

Income Tax and Social Contribution Payable

72

0

2.01.03.01.02

COFINS and PASEP (taxes on revenue) payable

49,805

48,149

2.01.03.01.03

INSS (Social security contribution), payable

24,320

24,112

2.01.03.01.04

Installment Program Law – 10.684/03

36,378

35,364

2.01.03.01.20

Other Federal Taxes

15,376

45,890

2.01.03.02

State Tax Obligations

7

0

2.01.03.03

Municipal Tax Obligations

5,010

4,535

2.01.04

Loans and financing

1,029,274

1,242,143

2.01.04.01

Loans and financing

730,877

630,634

2.01.04.01.01

In national currency

526,852

500,657

2.01.04.01.02

In foreign currency

204,025

129,977

2.01.04.02

Debentures

298,397

611,509

2.01.05

Other payables

548,006

948,808

2.01.05.01

Liabilities with related parties

9,893

11,395

2.01.05.01.03

Debts with controlling shareholders

9,893

11,395

2.01.05.02

Other

538,113

937,413

2.01.05.02.01

Dividends and Interests on Equity Payable

92

354,254

2.01.05.02.04

Accounts Payable

260,172

328,434

2.01.05.02.05

Refundable amounts

52,538

60,486

2.01.05.02.06

Program contract commitments

70,496

38,427

2.01.05.02.07

Private Public Partnership

20,592

30,831

2.01.05.02.08

Agreement with São Paulo City Hall

59,477

60,350

2.01.05.02.09

Indemnities

7,608

17,169

 

                                                              Page: 19


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

2.01.05.02.20

Other payables

67,138

47,462

2.01.06

Provisions

726,941

766,603

2.01.06.01

Civil, Labor and Social Security Provisions

108,131

96,231

2.01.06.01.01

Tax Provisions

5,368

3,191

2.01.06.01.02

Tax and Social Security Provisions

83,165

78,151

2.01.06.01.04

Civil Provisions

19,598

14,889

2.01.06.02

Other Provisions

618,810

670,372

2.01.06.02.03

Provision for Environmental and Deactivations Liabilities

11,597

22,802

2.01.06.02.04

Provisions for Customers

238,295

288,970

2.01.06.02.05

Provisions for Suppliers

368,918

358,600

2.02

Noncurrent liabilities

11,248,666

10,162,670

2.02.01

Loans and financing

7,646,626

7,022,472

2.02.01.01

Loans and financing

4,775,301

4,839,567

2.02.01.01.01

In national currency

2,016,622

2,720,616

2.02.01.01.02

In foreign currency

2,758,679

2,118,951

2.02.01.02

Debentures

2,871,325

2,182,905

2.02.02

Other payables

2,792,950

2,446,971

2.02.02.02

Other

2,792,950

2,446,971

2.02.02.02.03

Other Taxes and Contributions Payable

27,286

53,045

2.02.02.02.04

Social security charges

2,036,891

1,804,038

2.02.02.02.05

Program contract commitments

84,971

106,696

2.02.02.02.06

Account Payable - Private Public Partnership

383,454

284,728

2.02.02.02.07

Indemnities

50,045

30,847

2.02.02.02.08

TAC Retirees

18,798

20,497

2.02.02.02.09

Deferred Cofins and Pasep

112,979

112,962

2.02.02.02.20

Other payables

78,526

34,158

2.02.04

Provisions

809,090

693,227

2.02.04.01

Civil, Labor, Tax and Social Security Provisions

293,457

267,287

2.02.04.01.01

Tax Provisions

68,131

55,467

2.02.04.01.02

Tax, Social Security and Labor Provisions

72,541

59,081

2.02.04.01.04

Civil Provisions

152,785

152,739

2.02.04.02

Other Provisions

515,633

425,940

2.02.04.02.03

Provision for Environmental and Deactivations Liabilities

91,939

42,293

2.02.04.02.04

Provisions for Customers

398,380

370,212

2.02.04.02.05

Provisions for Suppliers

25,314

13,435

                                                              Page: 20


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

2.03

Shareholders' equity

10,343,444

9,681,800

2.03.01

Social Capital

6,203,688

6,203,688

2.03.02

Capital reserves

124,255

124,255

2.03.02.07

Support to projects

108,475

108,475

2.03.02.08

Incentive reserve

15,780

15,780

2.03.04

Profit reserves

3,285,096

3,353,857

2.03.04.01

Legal Reserve

460,048

460,048

2.03.04.08

Additional Dividend Proposed

0

68,761

2.03.04.10

Reserve for Investments

2,825,048

2,825,048

2.03.05

Retained earnings (accumulated deficit)

730,405

0

 

 

 

                                                              Page: 21


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Consolidated Financial Statements/ Statement of income

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

07/01/2011 to 09/30/2011

Accumulated of Current Year

01/01/2011 to 09/30/2011

Equal quarter of Previous Exercise

07/01/2010 to 09/30/2010

Accumulated of Previous Exercise

01/01/2010 to 09/30/2010

3.01

Gross revenue from sales and/or services

2,592,799

7,230,055

2,353,254

6,788,886

3.02

Cost of sales and/or services

-1,635,681

-4,443,251

-1,362,001

-3,818,445

3.02.01

Cost of sales and/or services

-979,440

-2,860,691

-810,402

-2,294,584

3.02.02

Construction Cost

-656,241

-1,582,560

-551,599

-1,523,861

3.03

Gross profit

957,118

2,786,804

991,253

2,970,441

3.04

Operating (expenses) income

-322,628

-1,075,239

-351,271

-1,028,259

3.04.01

Selling expenses

-116,307

-449,949

-168,196

-499,147

3.04.02

General and Administrative Expenses

-193,678

-664,088

-187,562

-537,240

3.04.04

Other operating income

-2,103

58,144

9,409

26,503

3.04.04.01

Other operating income

-2,406

63,975

11,016

30,369

3.04.04.02

COFINS and PASEP (taxes on revenue)

303

-5,831

-1,607

-3,866

3.04.05

Other operating expenses

-10,540

-19,346

-4,922

-18,375

3.04.05.01

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

-8,265

-12,644

-2,746

-14,941

3.04.05.03

Tax incentives

-1,915

-6,225

-2,339

-3,243

3.04.05.05

Other

-360

-477

163

-191

3.05

Result before Financial Result and Taxes

634,490

1,711,565

639,982

1,942,182

3.06

Financial income

-510,871

-516,124

62,938

-276,416

3.06.01

Financial income

113,987

324,651

80,834

240,183

3.06.01.01

Financial income

113,601

339,212

80,809

240,029

3.06.01.02

Foreign exchange gains

386

-14,561

25

154

3.06.02

Financial expenses

-624,858

-840,775

-17,896

-516,599

3.06.02.01

Financial expenses

-158,473

-517,729

-96,522

-552,442

3.06.02.02

Foreign exchange losses

-466,385

-323,046

78,626

35,843

3.07

Income Before Taxes on profit

123,619

1,195,441

702,920

1,665,766

3.08

Income Tax and Social Contribution on Net Income

-55,655

-465,036

-265,902

-610,254

3.08.01

Current

-113,182

-520,200

-199,816

-634,842

3.08.02

Deferred

57,527

55,164

-66,086

24,588

 

                                                              Page: 22


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

3.09

Net Profit from Continuing Operations

67,964

730,405

437,018

1,055,512

3.11

Consolidated Profit/Loss of the Period

 

67,964

730,405

437,018

1,055,512

3.11.01

Attributed to Shareholders’ of the Holding Company

67,964

730,405

437,018

1,055,512

3.99

Earnings per share (Reais/ Share)

-

-

-

-

3.99.01

Basic earnings per share

-

-

-

-

3.99.01.01

ON

0.29830

3.20584

1.91813

4.63277

3.99.02

Diluted Earnings per Share

-

-

-

-

3.99.02.01

ON

0.29830

3.20584

1.91813

4.63277

 

 

                                                              Page: 23


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Statement of Cash Flows - Indirect Method

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

01/01/2011 to 09/30/2011

Previous Exercise

01/01/2010 to 09/30/2010

6.01

Net Cash from Operating Activities

1,900,554

1,597,354

6.01.01

Cash Generated from Operations

3,184,043

2,950,847

6.01.01.01

Net Profit before Income Tax and Social Contribution

1,196,511

1,665,766

6.01.01.02

Provision for Contingencies

220,254

228,460

6.01.01.05

Loss on Sale of Intangible Fixed Assets

21,162

14,941

6.01.01.06

Depreciation and Amortization

572,556

432,917

6.01.01.07

Interests on Loans and Financings Payable

342,528

325,612

6.01.01.08

Monetary and Foreign Exchange Variation on Loans and Financings

367,326

28,254

6.01.01.09

Expenses with Interests and Monetary Variations

2,197

3,211

6.01.01.10

Income with Interests and Monetary Variations

-19,404

-44,842

6.01.01.11

Allowance for Doubtful Accounts

240,883

257,911

6.01.01.12

Provision for Term of Adjustment of Conduct (TAC)

40,561

18,379

6.01.01.14

Provision Sabesprev Mais

-7,432

25,321

6.01.01.15

Other Provisions/Reversals

4,900

-14

6.01.01.16

Provision for transfer of funds to São Paulo City Hall

0

-79,330

6.01.01.17

Margin of Fair Value over Intangible Assets Arising from Concession Contracts

-39,284

-35,847

6.01.01.18

Social Security Obligations

241,285

110,108

6.01.02

Variation to Assets and Liabilities

-260,730

-231,329

6.01.02.01

Accounts Receivable

-220,227

-177,143

6.01.02.02

Balances and Transactions with Related Parties

36,585

26,499

6.01.02.03

Inventories

205

9,912

6.01.02.04

Taxes Recoverable

-43,554

-7.340

6.01.02.05

Other Accounts Receivable

-20,577

-31,484

6.01.02.06

Judicial Deposits

3,624

-3,319

6.01.02.08

Loans and Suppliers

78,018

-2,106

 

                                                              Page: 24


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

6.01.02.09

Salaries, Provisions and Social Security Obligations

22,833

19,401

6.01.02.10

Social Security Obligations

-8,432

-11,974

6.01.02.11

Taxes and contributions payable

-55,038

-50,037

6.01.02.12

Other Suppliers

-37,695

102,812

6.01.02.13

Other Obligations

131,828

176,706

6.01.02.14

Contingencies

-148,317

-277,925

6.01.02.15

Tax Revenue

17

-5,331

6.01.03

Other

-1,022,759

-1,122,164

6.01.03.01

Interest Paid

-583,666

-473,608

6.01.03.02

Taxes and Contributions Paid

-439,093

-648,556

6.02

Net Cash from Investment Activities

-1,233,948

-1,682,462

6.02.01

Acquisition of Items of Fixed Assets

-94,006

0

6.02.02

Increase in Intangibles

-1,345,149

-1,306,071

6.02.04

Restricted Cash

205,207

-376,391

6.03

Net Cash from Financing Activities

-389,874

681,291

6.03.01

Funding

1,625,893

2,702,960

6.03.02

Amortizations of loans

-1,592,844

-1,656,283

6.03.03

Payment of Interests on Shareholders´ Equity

-422,923

-365,386

6.05

Increase(Decrease) in Cash & Cash Equivalents

276,732

596,183

6.05.01

Cash and Cash Equivalents at the beginning of the period

1,989,179

771,008

6.05.02

Cash and Cash Equivalents at the end of the period

2,265,911

1,367,191

 

 

 

                                                              Page: 25


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2011 to 09/30/2011

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

Participation of non-controlling

 

Consolidated Stockholders' Equity

 

5.01

Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.03

Adjusted Opening Balances

6,203,688

124,255

3,353,857

0

0

9,681,800

0

9,681,800

5.04

Transactions of Capital with shareholders

0

0

-68,761

0

0

-68,761

0

-68,761

5.04.08

Additional Dividend Proposed Approved by General Shareholders’ Meeting

0

0

-68,761

0

0

-68,761

0

-68,761

5.05

Total Comprehensive Income

0

0

0

730,405

0

730,405

0

730,405

5.05.01

Net Income

0

0

0

730,405

0

730,405

0

730,405

5.07

Closing Balances

6,203,688

124,255

3,285,096

730,405

0

10,343,444

0

10,343,444

 

 

                                                              Page: 26


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Consolidated Financial Statements/ Statement of Changes in Shareholders' Equity /SCSE 01/01/2010 to 09/30/2010

 

(In thousands of Brazilian reais - R$)

Code

Description

Capital Paid

 

Capital Reserves, Options Granted and Treasury Shares

 

Profit Reserves

Retained Earnings/Losses

Other Results
Comprehensive

 

Total Equity

Participation of non-controlling

 

Consolidated Stockholders' Equity

 

5.01

Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.03

Adjusted Opening Balances

6,203,688

124,255

2,110,641

0

0

8,438,584

0

8,438,584

5.05

Total Comprehensive Income

0

0

0

1,055,512

0

1,055,512

0

1,055,512

5.05.01

Net Income

0

0

0

1,055,512

0

1,055,512

0

1,055,512

5.07

Closing Balances

6,203,688

124,255

2,110,641

1,055,512

0

9,494,096

0

9,494,096

 

 

                                                              Page: 27


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Consolidated Financial Statements/ Value Added Statement

 

(In thousands of Brazilian reais - R$)

Account code

Account Description

Current Quarter

01/01/2011 to 09/30/2011

Previous Exercise

01/01/2010 to 09/30/2010

7.01

Revenue

7,639,425

7,098,764

7.01.01

Sales of Merchandise, Products and Services

6,047,683

5,638,350

7.01.02

Other Revenue

63,975

30,369

7.01.03

Revenue from the construction of own assets

1,621,183

1,559,708

7.01.04

Provision of credit losses

-93,416

-129,663

7.02

Inputs purchased from third parties

-3,109,334

-2,913,762

7.02.01

Costs of Merchandise, Products and Services sold

-2,628,073

-2,418,953

7.02.02

Materials, Energy, Third Party Services and Others

-461,915

-476,434

7.02.04

Other

-19,346

-18,375

7.03

Gross Value Added

4,530,091

4,185,002

7.04

Retentions

-574,044

-434,049

7.04.01

Depreciation, Amortization and Depletion

-574,044

-434,049

7.05

Net Value Added Produced

3,956,047

3,750,953

7.06

Value Added Transfer Received

324,651

240,183

7.06.02

Financial income

324,651

240,183

7.07

Total Value Added to Distribute

4,280,698

3,991,136

7.08

Value Added Value Distribution

4,280,698

3,991,136

7.08.01

Staff

1,279,461

1,027,430

7.08.01.01

Direct Compensation

743,642

641,959

7.08.01.02

Benefits

453,520

317,488

7.08.01.03

Government Severance Indemnity Fund for Employees - FGTS

82,299

67,983

7.08.02

Taxes and Contributions

1,180,070

1,274,738

7.08.02.01

Federal

1,127,257

1,222,766

7.08.02.02

State

30,711

28,063

7.08.02.03

Municipal

22,102

23,909

7.08.03

Compensation Third Party Capital

1,090,762

633,456

7.08.03.01

Interest

1,063,252

609,096

7.08.03.02

Rental

27,510

24,360

7.08.04

Remuneration of Capital

730,405

1,055,512

7.08.04.03

Retained Profit / Loss for the Period

730,405

1,055,512

 

 

 

                                                              Page: 28


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Management’s Report and Comments on Performance

 

1.      Financial Highlights

In millions of R$

 

3Q10

3Q11

Var. (R$)

%

9M10

9M11

Var.

(R$)

%

(+) Gross operating revenues

1,929.3

2,068.1

138.8

7.2

5,638.4

6,043.3

404.9

7.2

(+)Construction Costs

564.9

672.3

107.4

19.0

1,559.7

1,621.1

61.4

3.9

(-) COFINS and PASEP

140.9

149.1

8.2

5.8

409.2

438.7

29.5

7.2

(=) Net operating revenues

2,353.3

2,591.3

238.0

10.1

6,788.9

7,225.7

436.8

6.4

(-) Costs and expenses

1,166.0

1,287.1

121.1

10.4

3,330.6

3,968.0

637.4

19.1

(-)Construction Costs

551.6

656.0

104.4

18.9

1,523.9

1,581.8

57.9

3.8

(+) Equity result

(0.1)

(2.2)

(2.1)

-

(0.3)

(4.4)

(4.1)

-

(=) Income before financial expenses (EBIT*)

635.6

646.0

10.4

1.6

1,934.1

1,671.5

(262.6)

(13.6)

(+) Depreciation and amortization

141.2

168.2

27.0

19.1

432.9

572.5

139.6

32.2

(=) EBITDA**

776.8

814.2

37.4

4.8

2,367.0

2,244.0

(123.0)

(5.2)

EBITDA Margin (%)

33.0

31.4

-

-

34.9

31.1

-

-

Net income

437.0

68.0

(369.0)

(84.4)

1,055.5

730.4

(325.1)

(30.8)

Income per one thousand shares in R$

1.92

0.30

-

-

4.63

3.21

-

-

(*) Earnings before interest and taxes on income;

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

 

In 3Q11, net operating revenues totaled R$2.6 billion, 10.1% growth related to 3Q10. Costs and expenses, in the amount of R$1.3 billion, presented a decrease of 10.4% in relation to 3Q10. EBIT decreased 1.6%, from R$635.6 million in 3Q10 to R$646.0 million in 3Q11. EBITDA increased from R$776.8 million in 3Q10 to R$814.2 million in 3Q11, a 4.8% increase. EBITDA margin in 3Q11 reached 31.4% as compared with 33.0% in the same period previous year.

 

 

2. Gross operating revenue

 

Gross operating revenue related to the rendering of water supply and sewage collection services presented an increase of R$138.8 million, or 7.2%, from R$1.9 billion in 3Q10 to R$2.1 billion in 3Q11. The determinant factors were: growth in invoiced volume of 3.0% in water and 4.2% in sewage and tariff adjustment of 4.05% applied in September, 2010.

 

The main factors that contributed to the increase in the invoiced volume were: Expansion of the number of connections, enhancement in the fight to frauds, increase in the exchange of hydrometers in the Metropolitan Region of Sao Paulo and increase of the consumption in the industrial category.

 

 

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 3Q10 and 3Q11.

 

 

                                                              Page: 29


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

QUARTERLY

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

 

Water

Sewage

Water + Sewage

By Category

3Q10

3Q11

%

3Q10

3Q11

%

3Q10

3Q11

%

Residential

357.7

369.1

3.2

291.8

304.1

4.2

649.5

673.2

3.6

Commercial

40.3

41.8

3.7

37.6

39.0

3.7

77.9

80.8

3.7

Industrial

9.3

9.7

4.3

9.3

10.1

8.6

18.6

19.8

6.5

Public

12.9

13.6

5.4

10.2

10.6

3.9

23.1

24.2

4.8

Total Retail

420.2

434.2

3.3

348.9

363.8

4.3

769.1

798.0

3.8

Wholesale

73.3

74.1

1.1

6.6

6.8

3.0

79.9

80.9

1.3

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

493.6

508.4

3.0

355.5

370.6

4.2

849.1

879.0

3.5

 

JANUARY TO SEPTEMBER

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

 

Water

Sewage

Water + Sewage

By Category

JAN-SEP/10

JAN-SEP/11

VAR. %

JAN-SEP/10

JAN-SEP/11

VAR. %

JAN-SEP/10

JAN-SEP/11

VAR. %

Residential

1,079.1

1,109.2

2.8

876.0

908.9

3.8

1,955.1

2,018.1

3.2

Commercial

120.9

124.9

3.3

112.3

116.6

3.8

233.2

241.5

3.6

Industrial

27.6

28.9

4.7

27.9

30.0

7.5

55.5

58.9

6.1

Public

37.3

39.6

6.2

29.9

31.0

3.7

67.2

70.6

5.1

Total Retail

1,264.9

1,302.6

3.0

1,046.1

1,086.5

3.9

2,311.0

2,389.1

3.4

Wholesale

219.2

222.5

1.5

21.9

21.0

(4.1)

241.1

243.5

1.0

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Total

1,484.3

1,525.3

2.8

1,068.0

1,107.5

3.7

2,552.3

2,623.8

3.2

 

QUARTERLY

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

 

Water

Sewage

Water + Sewage

By Region

3Q10

3Q11

VAR. %

3Q10

3Q11

VAR. %

3Q10

3Q11

VAR. %

Metropolitan

278.7

287.4

3.1

236.2

244.1

3.3

514.9

531.5

3.2

Regional (2)

141.5

146.8

3.7

112.7

119.7

6.2

254.2

266.5

4.8

Total retail

420.2

434.2

3.3

348.9

363.8

4.3

769.1

798.0

3.8

Bulk

73.3

74.1

1.1

6.6

6.8

3.0

79.9

80.9

1.3

Reuse Water

0.1

0.1

-

-

-

-

0.1

0.1

-

Total

493.6

508.4

3.0

355.5

370.6

4.2

849.1

879.0

3.5

 

JANUARY TO SEPTEMBER

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

 

Water

Sewage

Water + Sewage

By Region

JAN-SEP/10

JAN-SEP/11

VAR. %

JAN-SEP/10

JAN-SEP/11

VAR. %

JAN-SEP/10

JAN-SEP/11

VAR. %

Metropolitan

834.8

857.6

2.7

706.1

727.8

3.1

1,540.9

1,585.4

2.9

Regional (2)

430.1

445.0

3.5

340.0

358.7

5.5

770.1

803.7

4.4

Total retail

1,264.9

1,302.6

3.0

1,046.1

1,086.5

3.9

2,311.0

2,389.1

3.4

Bulk

219.2

222.5

1.5

21.9

21.0

(4.1)

241.1

243.5

1.0

Reuse Water

0.2

0.2

-

-

-

-

0.2

0.2

-

Total

1,484.3

1,525.3

2.8

1,068.0

1,107.5

3.7

2,552.3

2,632.8

3.2

(1) Not reviewed

                                                              Page: 30


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

(2) Comprised by the coastal region and country side

 

 

4. Costs, selling and administrative expenses

 

In the 3Q11, the costs of products and services provided, administrative and commercial expenses, increased by 13.1% (R$225.5 million). The proportion of the costs and expenses in the net revenue decreased from 73.0% in the 3Q10 to 75.0% in the 3Q11.

 

In millions of R$

 

3Q10

3Q11

Var.

(R$)

%

9M10

9M11

Var. (R$)

%

Payroll and related charges

384.2

427.1

42.9

11.2

1,137.4

1,395.7

258.3

22.7

General supplies

36.3

42.5

6.2

17.1

103.0

114.2

11.2

10.9

Treatment supplies

31.6

37.3

5.7

18.0

98.7

118.8

20.1

20.4

Services

221.2

245.1

23.9

10.8

711.2

709.2

(2.0)

(0.3)

Electricity

132.3

143.9

11.6

8.8

392.3

436.6

44.3

11.3

General expenses

166.1

194.2

28.1

16.9

274.9

478.6

203.7

74.1

Tax expenses

11.7

11.6

(0.1)

(0.9)

50.5

49.1

(1.4)

(2.8)

Subtotal

983.4

1,101.7

118.3

12.0

2,768.0

3,302.2

534.2

19.3

Depreciation and amortization

141.2

168.2

27.0

19.1

432.9

572.5

139.6

32.2

Credits write-off

41.4

17.2

(24.2)

(58.5)

129.7

93.3

(36.4)

(28.1)

Subtotal

182.6

185.4

2.8

1.5

562.6

665.8

103.2

18.3

Construction costs

551.6

656.0

104.4

18.9

1,523.9

1,581.8

57.9

3.8

Costs, and administrative and selling expenses

1,717.6

1,943.1

225.5

13.1

4,854.5

5,549.8

695.3

14.3

Percentage of Net Revenue %

73.0

75.0

-

-

71.5

76.8

-

-

 

4.1. Salaries and payroll charges

 

In 3Q11 there was an increase of R$42.9 million or 11.2% in salaries and payroll charges, going from R$384.2 million to R$427.1 million as a result of the following factors:

 

 

 

 

 

The increases above were offset by the reduction of R$21.5 million, referring to the actuarial obligation of Plan G0. Since 2011, the appropriation of such expenses started to be made net from the collections of the uncontroversial amount (benefits of Law nr. 4819/58).

 

                                                              Page: 31


 

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4.2. General Supplies

 

In 3Q11 there was an increase of R$6.2 million or 17.1% as compared to the same quarter previous year, from R$36.3 million to R$42.5 million, which main expenditure is related to the maintenance of systems.

 

4.3. Treatment Materials

 

The expenditures in 3Q11 were greater than 3Q10 by R$5.7 million, or 18.0%, going from R$31.6 million to R$37.3 million. This variance is related to the following factors:

 

 

 

4.4. Services

 

In 3Q11, this item presented decrease of R$23.9 million or 10.8%, from R$221.2 million to R$245.1 million. The main factors that contributed to such variation were:

 

·         Public Private Contract of the Alto Tiete Producer System with increase of R$8.4 million as forecasted for the second year of the contract and the beginning of operations in September, 2011;

 

·         Preventive and corrective maintenance in the operating systems of water and sewage in the amount of R$6.7 million; and

 

·         Maintenance of networks and connections of water and sewage in the amount of R$5.2 million, resulting from the enhancement of the executions in the fight to losses and to meet the execution terms of the works required by ARSESP.

 

4.5  Electric Energy

 

In 3Q11, this item presented increase of R$11.6 million or 8.8%, from R$132.3 million to R$143.9 million.

 

This result is associated to the increase in the volume produced of water and average tariff increase in the free and captive market around 5.9% in the period.

4.6. General Expenses

 

In 3Q11 there was an increase of R$28.1 million or 16.9%, from R$166.1 million to R$194.2 million, in function of the provisions for legal contingencies.

 

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4.7 Depreciation and Amortization

 

This item presented increase of R$27.0million or 19.1%, from R$141.2 million to R$168.2 million, resulting from the adjustment of the amortization period to be the lower between the useful life of the item or the effectiveness of the contract, applicable for the next quarter.

 

4.8. Credit Write-offs

 

In 3Q11 the credit write-offs presented a decrease of R$24.2 million, or 58.5%, from R$41.4 million to R$17.2 million, mainly due to the conclusion of the supplement to the provision on invoicing of private clients and municipal public entities.

 

 

5. Financial Income and Expenses

 

R$ million

 

3Q10

3Q11

Variation

%

Financial expenses

 

 

 

 

Interest and charges on domestic loans and financing

100.8

77.8

(23.0)

(22.8)

Interest and charges on foreign loans and financing

11.7

23.2

11.5

98.3

Interest judicial proceedings

(39.4)

29.0

68.4

(173.6)

Other financial expenses

7.6

9.3

1.7

22.4

Total financial expenses

80.7

139.3

58.6

72.6

Financial income

60.7

96.1

35.4

58.3

Financial expenses, net of income

20.0

43.2

23.2

116.0

 

5.1. Financial expenses

 

In 3Q11 occurred an increase of R$58.6 million, or 72.6%. The main factors that influenced such result were:

 

 

 

 

5.2. Financial income

 

The financial income presented an increase of R$35.4 million, for gains with financial investment in view of higher cash available.

 

 

                                                              Page: 33


 

 

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6. Income and expenses with monetary variation

 

 

R$ million

 

3Q10

3Q11

Variation

%

Monetary variation on loans and financing

15.4

7.9

(7.5)

(48.7)

Exchange variation on loans and financing

(78.6)

466.3

544.9

(693.3)

Other monetary variations

0.5

11.1

10.6

-

Positive monetary variations

(62.7)

485.3

548.0

(874.0)

Negative monetary variations

20.1

17.8

(2.3)

(11.4)

Net monetary variations

(82.8)

467.5

550.3

(664.6)

 

6.1. Expenses with monetary variation

 

The effect in the monetary variation expenses in 3Q11 was R$548.0 million, higher than the amounts of 3Q10. This variance is due to:

 

 

 

6.2. Income from monetary variance

 

The income from monetary variations presented a decrease of R$2.3 million mainly due to the higher volume of agreements made in 3Q10.

 

 

7. Operating Indicators

 

 

With regarding to the index of losses, which closed in 25.7% as compared to 26% in the same period last year, we highlight that such evolution is already result of the summary of service contracts, which passed by a slower contracting rhythm than previous periods. We recall that such index is a moving average and the impact will be gradual.

 

It is worth highlighting the evolution of the number of connections per employee that grew from 852 in 3Q10 to 876 in 3Q11, a 2.8% evolution in the period.

 

                                                              Page: 34


 

ITR - Quarterly Information      09/30/2011 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Operational Indicators*

3Q10

3Q11

Variation %

Water connections (1)

7,253

7,438

2.6

Sewage connections (1)

5,668

5,877

3.7

Population directly served by water supply (2)

23.6

23.8

0.8

Population served by sewage collection (2)

19.9

20.4

2.5

Number of employees

15,165

15,194

0.2

Water volume produced (3)

2,206

2,241

1.6

Water loss (%)

26.0

25.7

(1.2)

Number of connections per employee

852.0

876.0

2.8

(1)     In Thousand units at the end of the period.

(2)     In thousand of people at the end of the period. It does not include wholesale invoicing.

(3)     In millions of m3 accumulated at the end of the period. 

* Non reviewed

 

 

                                                              Page: 35


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

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.

 

As at September 30, 2011, the Company operated the water and sewage services in 363 municipalities of the State of São Paulo, having temporarily ceased the operation of the municipalities of  Itapira, Aracoiaba da Serra, Iperó, Cajobi and Álvares Florense due to judicial orders, which suits are in progress. In the majority of these municipalities, the operations result from concession contracts executed for 30 years. 105 concessions were expired on September 30, 2011 all of which are in negotiation phase with the respective municipalities. Between 2011 and 2033, 40 concessions will expire. The remaining of these concessions operate under a rollover basis. These concessions with indefinite term and expired concessions under renegotiation are amortized over the useful life of the underlying assets. Up to September 30, 2011, 218 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, 2011 the net book value of the property, plant and equipment used in the 105 municipalities where the concessions are under negotiation totals R$5,977 million and the net revenue for the period ended on September 30, 2011 totals R$1,955million.

 

In the municipality of Santos, in the Baixada Santista region, which has a  significant 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 it is made up of.

 

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 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.

 

The present quarterly information was approved by the Board of Directors on November 8 2011.

 

 

                                                              Page: 36


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

2.         PRESENTATION OF THE QUARTERLY FINANCIAL STATEMENTS

 

(i)        Presentation of the Quarterly Information

 

The consolidated quarterly information of September 30, 2011 was prepared based on CPC 21 – Interim Financial Information (individual and consolidated) and the international standard IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (IASB) (consolidated), applicable to the preparation of Quarterly Information – ITR. Therefore, these IFRS consider the Circular Office Memorandum CVM/SNC/SEP 003 of April 28, 2011 which allows that the entities present selected explanatory notes, in case of redundancy of information already disclosed in the Annual Financial Information. The quarterly information for the period ended on September  30, 2011, therefore, does not include the notes and disclosures required by the CPC (“Committee of Accounting Pronouncements”) for the annual consolidated financial statements and, consequently, must be read together with the consolidated financial information in CPC’s and IFRS for the year ended on December 31, 2010.

 

(ii)       Individual and Consolidated Financial Information

 

The individual financial information are being disclosed together with the consolidate financial information and were prepared taking as basis the CPC 21 provisions applicable to the preparation of the Quarterly Information – ITR and presented in a way conducive to the norms issued by CVM and as well as being conducive to the disclosure in note 2 of the Annual Financial Statements.

 

The consolidated financial information includes the financial statements of Sabesp and its invested companies, jointly controlled: Sesamm – Serviços de Saneamento de Mogi Mirim S/A, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental and Attend Ambiental which were all included to the proportion of their equity interest. The Company maintains shared controlling interest, whose fiscal year is coincidental to the fiscal year of the joint controlled companies. The accounting policies of its subsidiaries are aligned Company’s policies. The consolidation process of the equity and income statements accounts aggregate balances of assets, liabilities, revenues and expenses, according to their nature, eliminating the equity interests of the holding in the capital stock and accumulated result of the consolidated company.

 

Although Sabesp’s equity interest in the Capital Stock of its subsidiaries is not majority, the shareholders’ agreement provides for the veto power on certain management matters, indicating participative shared control.

 

Other information about these companies are as follows:

 

Sesamm

 

On August 15, 2008, the Company, in connection with OHL Medio Ambiente, Inima S.A.U. Unipersonal (“Inima”), Tecnicas y Gestion Medioambiental S.A.U. (“TGM”) and Estudos Tecnicos e Projetos ETEP S/A, has the corporate object to provide supplementary services to the implementation of system of sewage separation and sewage treatment, including the disposal of solid waste generated system of the municipality of Mogi Mirim. The contract with the municipality is for 30 years from the date of the contract was signed.

 

In September 30, 2011, Sesamm’s capital stock was R$10,669 made up of 10,669,549 nominative common shares, with no par value, of which Sabesp holds 36% equity interest and Inima holds 36% of equity interest. The Company has concluded that both companies, Sabesp and Inima, hold joint control over Sesamm. Therefore, Sabesp records its equity interest in Sesamm by the proportional consolidation method, equivalent to 36% on assets, liabilities, revenues and expenses of Sesamm.

 

                                                              Page: 37


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

As at September 30, 2011, the operations of Sesamm had not been started.

 

Águas de Andradina

 

On September 15, 2010, the Company, together with the company Companhia de Águas do Brasil – Cab Ambiental, formed the company Águas de Andradina S.A. with undetermined duration, whose corporate object is to provide water and sewage services to the Municipality of Andradina.

 

On September 30, 2011, the company’s capital stock was R$122 divided into 121,997 nominative common shares, with no par value, of which Sabesp holds 30% of equity interest.

 

The operations started on October, 2010.

 

Saneaqua Mairinque

 

On June 14, 2010, the Company, together with the company Foz do Brasil S.A., formed the company Seneaqua Mairinque S.A., with undetermined duration, whose corporate object is to explore the public service of water and sewage of the municipality of Mairinque.

 

On September 30, 2011, the company’s capital stock was R$2,000, divided into 2,000,000 nominative common shares with no par value, of which Sabesp holds 30% equity interest.

 

The operations started on October, 2010.

 

Aquapolo Ambiental S.A.

 

On October 8, 2009, the Company, together with the company Foz do Brasil S.A., formed the company Aquapolo Ambiental, whose corporate objective is the production, supply and commercialization of water for reuse for the company Quattor Quimica S.A.; Quattor Petroquimica S.A.; Quattor Participacoes S.A and other companies that integrate the Petrochemnical Polo.

 

On September 30, 2011 the company’s capital stock was R$36,412, divided into 42,419,045 nominative common shares with no par value, of which Sabesp holds 49% of equity interest.

 

The beginning of operations is scheduled for April, 2012.

 

Águas de Castilho

 

On October 29, 2010, the Company, together with the Companhia de Aguas do Brasil – Cab Ambiental, formed the company Aguas de Castilho whose corporate object is the provision of services of water and sewage in the municipality of Castilho.

 

On September 30, 2011, the company’s capital stock was R$65, divided into 65,600 nominative common shares with no par value, of which Sabesp holds 30% equity interest.

 

The operations started on January, 2011.

 

 

                                                              Page: 38


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Attend Ambiental

 

On August 23, 2010, the Company, together with Companhia Estre Ambiental S/A, formed the company Attend Ambiental S/A whose corporate objective is the implementation and operation of a pre treatment station of non domestic effluents and mud conditioning, in the metropolitan region of the capital of the State of São Paulo, as well the development of other related activities and the creation of similar infrastructure in other locations, in Brazil and abroad.

 

On September 30, 2011, the company’s capital stock was R$2,000 divided into 2,000,000 nominative common shares with no par value, of which Sabesp holds 45% equity interest.

 

The operations started in January, 2011.

 

A summary of Sabesp’s equity interest in the financial statements of these subsidiaries is presented below:

 

 

September 30, 2011

 

 

SESAMM

36%

ÁGUAS DE ANDRADINA 30%

ÁGUAS DE CASTILHO 30%

SANEAQUA MAIRINQUE

30%

AQUAPOLO AMBIENTAL 49%

ATTEND AMBIENTAL

45%

 

 

 

 

 

 

 

Current assets

233

349

161

666

48,239

190

Non-current Assets

12,306

821

164

145

132,508

100

 

 

 

 

 

 

 

Current Liabilities

1,184

498

190

242

6,227

137

Non-Current Liabilities

9,123

185

60

44

160,099

-

Equity

2,232

487

75

525

14,421

153

 

 

 

 

 

 

 

Operating revenue

-

2,247

463

1,882

-

-

Operating expense

(875)

(2,478)

(555)

(2,050)

(2,454)

(783)

Net financial income

36

19

2

35

56

37

Income (loss) for the year

(839)

(212)

(90)

(133)

(2,398)

(746)

 

 

 

December 31, 2010

 

SESAMM

36%

ÁGUAS DE ANDRADINA 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

 

 

 

 

 

Current assets

420

178

851

13,798

Non-current Assets

5,353

106

10

46,094

 

 

 

 

 

Current Liabilities

2,702

119

177

1,331

Non-Current Liabilities

-

301

9

53,909

Equity

3,071

(136)

675

4,652

 

 

 

September 30, 2010

 

SESAMM

36%

ÁGUAS DE ANDRADINA 30%

SANEAQUA MAIRINQUE 30%

AQUAPOLO AMBIENTAL 49%

 

 

 

 

 

Operating revenue

-

-

-

-

Operating expense

(380)

-

-

-

Net financial income

42

-

-

-

Income (loss) for the year

(338)

-

-

-

 

                                                              Page: 39


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

2.1       Accounting policies

 

The accounting policies used in the preparation of the quarterly information for the quarter ended on September 30, 2011 are consistent with those used to prepare the Annual Financial Statements referring to the year ended on December 31, 2010. In the Annual Financial Statements, these policies are disclosed in note 3.

 

2.2       New standards and changes to standards that are not yet in force

 

The standard and changes to the existing standards that follow were published and are mandatory for subsequent accounting periods. However, there has been no early adoption of such standards and changes to standards by the Company:

 

- IAS 28 – “Investments in subsidiaries and affiliates together”, IFRS 11 – “joint contractual agreement” and IFRS 12 “Disclosures on interest in other entities”, all issued in May, 2011 and  CPC 19 (R1) issued in June, 2011. The main change introduced by these standards is the impossibility of proportional consolidation of entities whose control of net assets is shared through an agreement with two or more parties and that is classified as a joint venture.

 

The IFRS 11 classifies agreements into two types:

 

(i)        “joint ventures”- when the parties jointly control assets and liabilities, regardless if these assets are in a separate entity (“separate vehicle”), according to the contractual provisions and essence of the operation. In these agreements, assets, liabilities, revenues and expenses are recorded in the entity that participates to the “joint operator” agreement in the proportion of its rights and obligations;

 

(ii)       “joint ventures”- when the parties jointly control net assets of an agreement, structured through a separate entity and the respective results of these assets are divided between the participating parties. In these agreements, the participation of the entity must be recorded by the equity method of accounting and presented in the investment line.

 

Additionally, IFRS 12 determines qualitative disclosures that must be made by the entity regarding the participation  in subsidiaries, in joint agreement or non-consolidated entities that include significant judgments and assumptions to determine if its participations exercise control, significant influence or the classification of the joint agreements between “joint operations” and “joint ventures”, as well as other information on the nature and extent of significant restrictions and associated risks. The standard is not applicable until January 1st, 2013 but it is available for early adoption. Relevant impacts are not expected to Sabesp’s financial information.

  

- IFRS 7 “Financial Instruments – Disclosure”,  issued on October, 2010. The change in the standard of disclosure of financial instruments seeks to promote the transparency in disclosing the transactions of transfer of financial assets, improve the understanding by the user about the exposure to risk in such transfers, and the effect of these risks on the balance sheets, particularly those involving securitization of financial assets. The standard is applicable for fiscal years starting on or after July 1st, 2011. No relevant impact to the Sabesp’s financial statements is expected.

 

- IFRS 9 “Financial Instruments”, issued on November, 2009. IFRS 9 is the first standard issued as part of a larger project to replace IAS 39. IFRS 9 retains, although simplified, the model of measurement and sets forth two categories of measurement for financial instruments: amortized cost and fair value. The classification basis depends on the business model of the entity and on the contractual characteristics of the cash flow from the financial assets. The direction included in IAS 39 on impairment of financial assets and recording of hedge continues to be applied. Prior periods do not need to be restated if an entity adopts the standard for periods started on or to start before January 1st, 2012. The norm is applicable as from January 1st, 2013. It is not expected that there will be relevant impact on Sabesp’s financial information.

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

- IFRS 10 “Consolidated Financial Statements”, issued on May, 2011. This standard is based on the existing principles as to the identification of the concept of control as the determinant factor when an entity must be consolidated in the financial statements. The standard provides additional direction to help in the determination of control when there is doubt as to the assessment.

 

The standard is applicable as of January 1st, 2013. Relevant impacts are not expected to Sabesp’s financial information.

 

- IFRS 13 “Fair Value Measurement”, issued on May, 2011. The standard has as its objective to improve the consistency and reduce the complexity in the disclosures required by IFRS. The requirements do not increase the use of fair value in accounting, however they direct how it must be applied when its use is required or allowed by other standard. The standard is applicable as of January 1st, 2013, and there is an exemption for application of the new requirements for comparable periods. Relevant impacts are not expected to Sabesp’s financial information.

 

- IAS 19 “Benefits to Employees”, issued on June, 2011. The change to the norm will affect mainly the recognition and measurement of define benefit pension plans, and disclosures of benefits to employees. The norm is applicable as of January 1st, 2013. Relevant impacts are not expected to Sabesp’s financial information.

 

 

3. FINANCIAL RISK MANAGEMENT

 

3.1 Financial Risk Factors

 

The Company’s operations are affected by the Brazilian economic scenario, exposing it to market risk, such as foreign currency risk, interest rate risk, credit risk and liquidity risk.

 

The Company has not used derivative financial instruments, even being able to contract forward foreign exchange contracts and financing in Reais to reduce the foreign currency risk.

 

(a)        Market Risk

 

Foreign Currency Risk

 

This risk arises from the possibility that the Company may incur losses due to exchange rate fluctuations, which would increase the liability balances of foreign currency-denominated loans and financing obtained in the market and the related financial expenses. The Company does not have hedge or swap contracts to hedge against this risk, in view of the amounts, costs involved and opportunities. However, when possible, it makes advance purchases of foreign currencies and obtains funding in local currency, as a way to protect itself against exchange rate fluctuations.

 

A significant part of the Company’s financial debt was denominated in U.S. dollar and in Yen, in the total amount of R$2,940,785 on September 30, 2011 (R$2,244,635 on December 31, 2010), net of borrowing costs. The Company’s exposure to foreign currency risk is the following:

 

 

September, 30 2011

 

December, 31 2010

 

 

 

 

 

 

 

 

 

Foreign currency

 

R$

 

Foreign currency

 

R$

 

 

 

 

 

 

 

 

Loans and financing – US$

1,074,143

 

1,991,890

 

1,084,898

 

1,807,657

Loans and financing – Iene

39,422,329

 

948,895

 

21,316,000

 

436,978

 

                                                              Page: 41


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

On September 30, 2011, had the Real appreciated or depreciated in 10% as compared to the dollar and the Yen with all other variables constant as at September 30, 2011, the effect on the income after taxes for the period would have been R$194,092 (2010 – R$148,146), for more or less, mainly as a result of the foreign currency gains or losses with the conversion of loans to foreign currency.

 

Simulation of appreciation/depreciation of the Real by 10%

September, 30 2011

December, 31 2010

Loans in foreign currency

2,940,785

2,244,635

Variation of Dollar/Yen

10%

10%

Appreciation or depreciation of the Real

294,079

224,464

Income Tax/Social Contribution Tax Rate

34%

34%

Income tax / Social contribution

99,987

76,318

Appreciation or depreciation of the Real , net of taxes.

194,092

148,146

 

Interest rate risk

 

This risk is a result of the possibility that the Company may incur losses for fluctuations in interest rates that increase financial expenses related to loans and financings.

 

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.

 

The table below shows the Company’s loans and financings expressed in Reais subject to variable interest rate:

 

 

HOLDING

 

September, 30 2011

 

December, 31 2010

 

 

 

 

UPR(i)

2,348,424

 

2,529,398

CDI(ii)

1,933,273

 

2,009,391

IGP-M(iii)

-

 

493,869

TJLP(iv)

891,911

 

703,710

IPCA(v)

345,790

 

223,996

Other

24,406

 

-

Total loans and financings in local currency.

5,543,804

 

5,960,364

 

(i) UPR - Reference Standard Unit

(ii) CDI - Interbank Certificate of Deposit

(iii) IGP-M - General Index of Market Prices

(iv) TJLP - Long Term Interest Rate

(v) IPCA - National Wide Consumer Price Index

 

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.

 

                                                              Page: 42


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

As at September 30, 2011, had the interest rates on loans kept in Reais varied around 1% by more r less, with all other variable constant, the effect on the income after taxes would have been an increase or decrease of R$36,589(2010 – R$39,338), mainly as a result of lower or higher interest expenses in loans with variable rates.

 

(b)       Credit risk

 

The credit risk results from cash equivalents, bank deposits and financial institutions, as well as credit exposure to customers, including outstanding accounts receivable. The Company must, by law, invest its excess cash exclusively with Banco do Brasil (rating AA+(bra)). The credit risks are mitigated due sales to a widely spread out customer base.

 

The maximum exposure to credit risk at the date of presentation of the report is the carrying amount of securities classified as cash equivalents, deposits in Banks and financial institutions and accounts receivable from customers at the date of the balance sheet. Notes 4.3 (e), 8, 9 and 10.

 

(c)        Liquidity Risk.

 

The Company’s liquidity depends mainly on the cash generated by the operating activities, loans from financial institutions of the state and federal government and financings in the local and international markets. The liquidity risk management considers the assessment of liquidity requirements to ensure that the Company has enough cash to meet its operating and capital expenditures

 

The table below analyzes the Company’s financial liabilities, by maturity dates, including the portion of principal and interests to be paid in accordance with contractual clauses.

 

 

 

HOLDING

 

 

October to December 2011

 

2012

 

2013,

2014 and 2015

 

2016 onwards

 

 

Total

In September 30, 2011

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

426,178

 

2,168,645

 

3,947,208

 

5,629,566

 

12,171,597

Contractors and suppliers

 

205,653

 

-

 

-

 

-

 

205,653

Other payables

 

340,561

 

-

 

-

 

-

 

340,561

 

 

 

 

 

 

 

 

 

 

 

                     

 

 

 

HOLDING

 

 

2011

 

2012

 

2013,

2014 and 2015

 

2016 onwards

 

 

Total

In December 31, 2010

 

 

 

 

 

 

 

 

 

 

Loans and financing

 

1,744,324

 

2,071,161

 

3,834,599

 

4,880,026

 

12,530,110

Contractors and suppliers

 

142,634

 

-

 

-

 

-

 

142,634

Other payables

 

326,507

 

-

 

-

 

-

 

326,507

                     

 

There are no guarantees provided by the Company to be disclosed.

 

(d)       Sensitivity analysis

 

We present as follows a chart that shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Instruction nr. 475/2008 in order to demonstrate the balances of the main financial liabilities calculated at a rate projected until the final settlement of each contract, converted into market value (Scenario I) with 25% appreciation (Scenario II) and 50% appreciation (Scenario 3).

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

This sensitivity analysis has as objective to measure the impact of changes to market variable on referred financial instruments of the Company, considering constant all other market variables. Such amounts, when settled, may be different from those demonstrated above, due to estimates used in the preparation process.

 

 

HOLDING

 

September 30, 2011

Financial Instruments

Risk

Scenario I

R$

Scenario II - 25 %

R$

Scenario III - 50%

R$

Financial Liability

Loans and Financings

 

 

 

 

Banco do Brasil, CEF (i)

Increase in UPR

1,815,028

2,094,052

2,455,095

Debentures (ii)

Increase in IPCA/DI

2,964,591

3,505,401

3,670,266

BID, BIRD and Eurobonds (iii)

Increase in the US$

2,120,877

2,651,096

3,181,315

JICA (iv)

Increase in the Yen

1,068,822

1,336,027

1,603,233

 

 

 

CONSOLIDATED

 

September 30, 2011

Financial Instruments

Risk

Scenario I

R$

Scenario II – 25%

R$

Scenario III – 50%

R$

Financial Liability

Loans and Financings

 

 

 

 

Banco do Brasil, CEF (i)

UPR increase

1,815,028

2,094,052

2,455,095

Debentures (ii)

IPCA/DI Increase

3,076,138

3,633,718

3,816,030

BID, BIRD and Eurobonds (iii)

US$ increase

2,120,877

2,651,096

3,181,315

JICA (iv)

Yen increase

1,068,822

1,336,027

1,603,233

 

 

(i)   The contracts with Banco do Brasil and CEF were projected until final maturity, at contractual rates (Projected TR + spread) and discounted to present value by TR x DI, both rates were obtained from BM&F. For scenarios II and III it was considered a deterioration of 25% and 50%, respectively, in the discount rates; 

 

(ii)  Debentures were projected until final maturity (IPCA, DI, TJLP or TR) discounted to present value at future market of interest rates, published by ANBIMA in the secondary market, having as basis the date of September 30, 2011 and the Company’s securities traded in the domestic market. For scenarios II and III it was considered a 25% and 50% deterioration, respectively, in the discount rates. For the debentures indexed to DI it was performed a sensitivity analysis based on the increase of 25% and 50%  of the DI’s market curve.

 

(iii) The contracts with BID, BIRD, were projected until final maturity in original currency, using the contractual interest rates, being discounted to present value using Libor’s future rate obtained at Bloomberg. Eurobonds were priced at market value according to the quotations published by Bloomberg. All amounts obtained were converted into reais at the exchange rate as of September 30, 2011. For Scenarios II and III, it was considered the increase of 25% and 50%, respectively, to the exchange rates.

 

(iv) The contracts with JICA were projected until the final maturity in original currency, using the interest rates contracted and discounted at present value, using Tibor’s future rate, obtained at Bloomberg. The amounts obtained were converted into reais using the exchange rate as of September 30, 2011. For Scenarios II and II it was considered an increase of 25% and 50%, respectively, to the exchange rates.

 

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

(e)        Credit quality of the financial assets

 

The credit quality of the financial assets that are not past due or are subject to provision for loss may be assessed upon reference to the external credit classifications (if any) or to the historical information on the default ratio of the counterparties. For the credit quality of the counterparties that are not financial institutions, like deposits and financial investments, the Company considers the lowest rating of the counterparty disclosed by the three main international credit rating agencies (Moody’s, Fitch and S&P), pursuant to internal policy of market risk management:

 

 

HOLDING

 

September 30,2011

 

December

31,2010

 

 

 

 

Current account and short-term bank deposits

 

 

 

brAAA

20,927

 

27,673

brAA+

2,205,510

 

1,945,697

Other (*)

1,018

 

14,634

 

2,227,455

 

1,988,004

 

(*) Included in this category were deposit accounts and investment funds in Banks that do not have evaluation by the three rating agencies used by the Company.

 

We present, as follows, a table with the rating assessment of the financial institutions that are counterparties with which the Company had business during the period:

 

Counterparty

Fitch

 

Moody's

 

Standard Poor's

 

 

 

 

 

 

Banco do Brasil S.A.

AA+(bra)

 

Aaa.br

 

brAAA

Banco Santander Brasil S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Caixa Economica Federal

AA+ (bra)

 

Aaa.br

 

-

Banco Bradesco S.A.

AAA (bra)

 

Aaa.br

 

brAAA

Itaú Unibanco Holding S.A.

AAA (bra)

 

Aaa.br

 

AAAbr

 

3.2       Capital management

 

The Company’s objectives in managing its capital are to safeguard the capacity to continue to offer return to shareholders and benefits to the other stakeholders, in addition to maintaining an ideal capital structure to reduce this cost.

 

The Company monitors capital based on financial leverage ratio. This ratio corresponds to the total debt divided by the total capital. The net debt, in turn, corresponds to the total loans and financings deducted from the amount of cash and cash equivalents. The total capital is calculated through the summation of net equity, as demonstrated in the CONSOLIDATED balance sheets, to net debt.

 

 

 

HOLDING

 

 

September 30,2011

 

December 31,2010

 

 

 

 

 

Total loans and financing

 

8,506,508

 

8,209,292

Less: cash and cash equivalents

 

(2,227,455)

 

(1,988,004)

 

 

 

 

 

Net debt

 

6,279,053

 

6,221,288

Total equity

 

10,343,444

 

9,681,800

 

 

 

 

 

Total Capital

 

16,622,497

 

15,903,088

 

 

 

 

 

Leverage Ratio

 

37.77%

 

39.12%

 

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On September 30, 2011, the leverage ration of the Company was reduced to 37.8%, as compared to 39.1% on December 31, 2010, due to the increase in the financial investments.

 

3.3       Fair value estimate

 

The Company applies CPC 40 to financial instruments measured by the fair value in the balance sheets, which requires fair value measurement in accordance with the following hierarchy of fair value measurement:

 

.           Quoted prices (not adjusted) in active markets for identical assets and liabilities (level 1).

 

.           Information in addition to prices quoted included in level 1, that are observable for assets or liabilities, whether directly (for example, like prices) or indirectly (that is, derived from prices)(level 2).

 

.           Insertions for asset or liability that are not based on observable market data (non observable insertions)(level 3).

 

The financial instruments evaluated as fair value by the Company are represented by short term investments in banking certificates of deposit (CDB), financial investment fund (FIF) classified as cash equivalent, in the amount of R$2,167,007 and R$1,852,588 as of September 30, 2011 and December 31, 2010, respectively. These investments are financial assets measured at fair value by the result, measured in accordance with level 2.

 

3.4       Financial instruments 

 

The Company operates with several financial instruments, with highlight for cash and cash equivalents, including financial investments, and loans and financings as described below.

 

The estimated fair value of the financial instruments is the following:

 

 

HOLDING

 

September 30,2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

Book value

 

Fair value

 

Book value

 

Fair value

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,227,455

 

2,227,455

 

1,988,004

 

1,988,004

Restricted cash

97,363

 

97,363

 

302,570

 

302,570

Accounts receivable, net

1,305,257

 

1,305,257

 

1,323,886

 

1,323,886

Balances with related parties, net

338,277

 

338,277

 

368,848

 

368,848

Judicial deposits

53,888

 

53,888

 

43,543

 

43,543

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,506,508

 

8,499,811

 

8,209,292

 

9,644,938

Contractors and suppliers

205,653

 

205,653

 

142,634

 

142,634

 

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CONSOLIDATED

 

September 30,2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

Book value

 

Fair value

 

Book value

 

Fair value

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

Cash and cash equivalents

2,265,911

 

2,265,911

 

1,989,179

 

1,989,179

Restricted cash

97,363

 

97,363

 

302,570

 

302,570

Accounts receivable, net

1,305,875

 

1,305,875

 

1,324,157

 

1,324,157

Balances with related parties, net

338,277

 

338,277

 

368,848

 

368,848

Judicial deposits

53,888

 

53,888

 

43,543

 

43,543

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Loans and financing

8,675,900

 

8,611,362

 

8,264,615

 

9,698,547

Contractors and suppliers

211,318

 

211,318

 

144,043

 

144,043

 

To arrive at the market value of the Financial Instruments, the following criteria have been adopted:

 

(i)                 The contracts with Banco do Brasil and CEF were projected until final maturity at contractual rates (TR projected + spread) and discounted to present value by TR x DI, both rates were obtained from BM&F.

 

(ii)               The debentures were projected until final maturity (IPCA, DI, TJLP or TR) discounted to present value at future interest rate market published by ANBIMA in the secondary market, having as basis the date of September 30, 2011 and the Company’s securities traded in the domestic market.

 

(iii)             Financings – BNDES, are instruments considered at nominal value updated with contractual interest rate until the maturity date, that are indexed by the TJLP, which is a specific modality, not being compared to any other market rate. Therefore, the Company has elected to disclose as the market value the carrying amount recorded as at September 30, 2011.

 

(iv)      Other financings in local currency are considered at nominal value updated with contractual interest rate until the maturity date, discounted to present value using the future market interest rates. The future rates were obtained in BM&F Bovespa website.

 

(v)       The contracts with BID, BIRD, were projected until final maturity in original currency, using the contractual interest rates, being discounted to present value using Libor’s future rate obtained at Bloomberg. Eurobonds were priced at market value according to the quotations published by Bloomberg.

 

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(vi)      The contracts with JICA were projected until the final maturity in original currency, using the interest rates contracted and discounted at present value, using Tibor’s future rate, obtained at Bloomberg. The amounts obtained were converted into reais using the exchange rate as of September 30, 2011.

 

 

4.         MAIN ACCOUNTING ESTIMATES AND ASSESSMENTS       

 

The estimates and assessments are continuously evaluated based on the historical experience and other factors, including the expectations of future events that are believed to be reasonable according to the circumstances. There was no change regarding what was presented on the Annual Financial Statements on December 31, 2010, according to note 5.

 

 

5. CASH & CASH EQUIVALENTS

 

 

HOLDING

 

CONSOLIDATED

 

September 30,2011

December 31,2010

 

September 30,2011 

December 31,2010

Cash and Banks

60,448

135,416

98,390

136,002

Cash Equivalents

2,167,007

1,852,588

 

2,167,521

1,853,177

 

2,227,455

1,988,004

 

2,265,911

1,989,179

 

The variation in the period from January to September 2011 is due to cash flow from operating activities of the Company.

 

In September, the average earnings from financial investments equals to 100.17% of the CDI.

 

 

6.         RESTRICTED CASH

 

On September 30, 2011, the Company recorded restricted cash, in current assets, worth R$97,363, referring mainly to the collection resulting from the provision of services to entities linked to the City Hall of the Municipality of Sao Paulo, net of taxes, worth R$96,912. These resources will be used in actions of basic and environmental sanitation established in the agreement executed between the Company and the City Hall of the Municipality of Sao Paulo, in November, 2007.

 

The variance occurred in the period from January to September, 2011, when compared to the Financial Statements of December 31, 2010, refers mainly to the rescue of the third tranche of the 12th issue of debentures, the issuance of which occurred on September 22, 2010.

 

 

7.         ACCOUNTS RECEIVABLE FROM CUSTOMERS

 

(a)        Balances

 

 

HOLDING

 

Sep/11

 

Dec/10

Private sector

 

 

 

General and special customers (i) (ii)

832,532

 

827,990

Agreements (iii)

251,424

 

250,300

 

1,083,956

 

1,078,290

Government entities

 

 

 

Municipal

569,089

 

556,212

Federal

2,678

 

2,645

Agreements (iii)

183,785

 

170,892

 

755,552

 

729,749

Wholesale customers - Municipal Administration Offices (iv)

 

 

 

Guarulhos

508,638

 

462,221

Mauá

240,486

 

220,228

Mogi das Cruzes

16,194

 

18,818

Santo André

537,918

 

489,486

São Caetano do Sul

4,041

 

3,537

Diadema

161,302

 

149,155

Wholesale total - Municipal City Halls

1,468,579

 

1,343,445

 

 

 

 

Unbilled supply

398,700

 

391,822

Subtotal

3,706,787

 

3,543,306

Allowance for doubtful accounts

(2,401,530)

 

(2,219,420)

Total

1,305,257

 

1,323,886

 

 

 

 

Current

950,178

 

971,047

Non-current (v)

355,079

 

352,839

 

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In the period from January to September, 2011, there was no relevant changes regarding to the operations presented in the financial statements of December 31, 2010

 

The consolidated balance totals the amount of R$1,305.875 (Dec/10 – R$1,324,157), being the R$618 (Dec/10 – R$271), difference in relation to the holding’s balance, referring to the accounts receivable from subsidiaries, Aguas de Andradina R$314 (Dec/10 – R$118), Saneaqua Mairinque R$162 (Dec/10 – R$153), and Aguas de Castilho R$142.

 

(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)      Wholesale - 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:

 

 

Sep/11

 

Dec/10

Balance at beginning of period

1,343,445

 

1,182,744

Billing for services provided

274,747

 

353,546

Collections - current year’s services

(119,466)

 

(183,882)

Collections - previous year’s services

(30,147)

 

(8,963)

Balance at the end of the period

1,468,579

 

1,343,445

 

 

 

 

Current

42,215

 

38,665

Non-current

1,426,364

 

1,304,780

 

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(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

Sep/11

Dec/10

Current

1,087,578

1,086,073

Past-due:

 

 

Up to 30 days

158,076

150,358

From 31 to 60 days

67,041

67,539

From 61 to 90 days

42,443

45,153

From 91 to 120 days

49,934

39,084

From 121 to 180 days

76,067

73,300

From 181 to 360 days

135,922

119,967

Over 360 days

2,089,726

1,961,832

Total accrued

 

 

 

2,619,209

2,457,233

Total

3,706,787

3,543,306

 

(c)       Allowance for doubtful accounts 

 

 

3nd Q/11

 

3nd Q/10

 

 

 

 

Beginning balance

2,361,683

 

1,999,309

Private sector / government entities

(5,922)

 

50,759

Wholesale customers

45,769

 

47,234

 

 

 

 

Additions for the period

39,847

 

97,993

 

 

 

 

Ending balance

2,401,530

 

2,097,302

 

 

 

 

Current

1,141,726

 

991,581

Non-current

1,259,804

 

1,105,721

 

The Company recorded probable credit losses in accounts receivable calculated, in the second third of 2011, in the amount of R$17,222 directly to income of the period, booked in the “Selling Expenses” line item. In the  third quarter of 2010, these losses were R$41,397.

 

 

8.         BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

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

 

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

 

                                                              Page: 50


 

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HOLDING AND CONSOLIDATED

 

Sep/11

Dec/10

Receive the Auditors

 

 

Current:

 

 

Water and sewage services (i)

108,929

96,004

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

43,716

21,360

Provision for Losses

(12,389)

(12,389)

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

28,203

28,203

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

5,438

4,594

Total current

173,897

137,772

 

 

 

Long-term assets:

 

 

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

6,685

52,228

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

157,696

178,848

Total noncurrent assets

164,381

231,076

 

 

 

Total receivable from shareholder

338,278

368,848

 

 

 

Provision of water and sewage services

146,941

157,203

Reimbursement of additional pension and retirement

191,337

211,645

 

338,278

368,848

Interest on capital payable to related parties

-

194,618

 

 

Gross revenue from sales and services

3th Qtr/11

3th Qtr/10

Water sales

53,837

49,549

Sewage services

47,448

44,129

Receivables from related parties

(114,578)

(104,081)

 

 

 

Financial Income

70,767

43,527

 

In the period from January to September, 2011, there were no relevant changes regarding to the operations presented in the financial statements of December 31, 2010.

 

(i)        Water and sewage services

 

The Company provides water supply 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.

 

Under the terms of the Agreement referred on (iii), GESP recognizes to be responsible for the charges resulting from the Benefits, provided that the payment criteria set forth by the Department of Personnel Expenditures of the State – DDPE are met, founded on the legal guidelines set by the Legal Consulting of the Secretary of Finance and the State Attorney General’s Office – PGE.

 

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As explained in item (vi) during the validation by Gesp of the amounts due to the Company for the Benefits, there were divergences as to the calculation criteria and eligibility of the Benefit applied by the Company.

 

On September 30, 2011 and December 31, 2010, 2,498 and 2554 retirees, respectively, received retirement supplements, in the quarters ended on September 30, 2011 and December 31, 2010, the Company paid R$30,789 and R$37,102, respectively. There were 15 active employees September 30, 2011 who will be entitled to such benefits upon his retirement, as compared to 32 on December 31, 2010.

 

In January, 2004, the payments of retirement and pension supplement were transferred to the Secretary of Finance, and would be made in accordance with the calculation criteria defined by the PGE. By judicial order, the responsibility for the payments returned to SABESP as originally established.

 

(iii)      Gesp Agreement

 

On December 11, 2001, the Company, GESP (through the State Department of Finance Affairs, currently the Department of Finance) and the Department of Waters and Electric Energy – DAEE, with the intermediation of the State Department of Sanitation and Energy (former Department of Water Resources, Sanitation and Construction Works), entered into the Term of Recognition and Consolidation of Obligations, Payment Commitment and Other Covenants (“GESP Agreement”) with the purpose to settle the existing dispute between GESP and the Company related to the water and sewage services and to the Benefits.

 

In view of the strategic importance of the reservoirs of Taiaçupeba, Jundiai, Biritiba, Paraitinga and Ponte Nova (“Reservoirs”), for the assurance of the maintenance of volume of water of Alto Tiete, the Company agreed to receive them as part of the reimbursement referring to the Benefits. The Reservoirs would be transferred to the Company by the DAEE in return to the amounts owned by GESP. However, the Attorney General’s Office of the State of Sao Paulo questioned the legal validity of this agreement, which main argument is the absence of specific legislative authorization for the alienation of DAEE’s assets. The Company’s legal counsels assess the risk of loss of this suit as probable, in case it does not obtain the referred legislative authorization, which would prevent the transfer of the respective reservoirs as partial amortization of the balance receivable.

 

(iv)      First Amendment to the Gesp Agreement

 

On March 22, 2004, the Company and the State Government amended the terms of the original Gesp Agreement, (1) consolidating and recognizing the amounts due by the State Government for water supply and sewage collection services provided, monetarily adjusted until February 2004; (2) formally authorizing the offset of amounts due by the State Government with interest on shareholders’ equity declared by the Company and any other debit existing with the State Government as of December 31, 2003, monetarily adjusted until February 2004; and (3) defining the payment conditions of the remaining liabilities of the State Government for the receipt of the water supply and sewage collection services.

 

(v)       Second Amendment to the Gesp Agreement

 

On December 28, 2007, the Company and the State of São Paulo, intermediated by the Secretary of Treasury signed the second amendment to the terms of the original GESP agreement, (1) agreeing upon the payment in installments of the remaining balance of the First Amendment, amounting R$133,709 at November 30, 2007 to be paid in 60, monthly and consecutive installments of the same amount, beginning on January 02, 2008. The amount of the installments will be monetarily adjusted according to the variation of the IPCA-IBGE, plus interests of 0.5% per month.

 

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The State and SABESP agreed to resume immediately the compliance with their mutual obligations under new assumptions: (a) implementation of an electronic account management system to facilitate and speed up the monitoring of payment processes and budget management procedures; (b) structuring of the Rational Water Use Program (PURA) to rationalize the consumption of water and the amount of the water and sewage bills under the responsibility of the State; (c) establishment, by the State, of criteria for budgeting so as to avoid the reallocation of amounts to a specific water and sewage accounts as from 2008; (d) possibility of registering state bodies and entities in a delinquency system or reference file; (e) possibility of interrupting water supply to state bodies and entities in the case of nonpayment of water and sewage bills.

 

(vi)      Third Amendment to Gesp Agreement

 

On November 17, 2008, Gesp, Sabesp and DAEE, entered into the Third Amendment to the Term of Agreement of Payment Commitment, and Other Agreements, where the State recognizes 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 Company did not recognize the receivable amount of R$ 696,283 related to the reservoirs, as it not virtually certain that will be transferred by the State. 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 Government of the State of São Paulo are working together in order to obtain the legislative authorization in order to make viable the transfer of the Reservoirs to SABESP, overcoming, therefore, the legal uncertainty caused by the Public Civil action is challenging the lack of specific legislation for the transfer of the ownership of the reservoirs.

 

The Third Amendment also provides for the regularization of the monthly flow of benefits. While SABESP is responsible for the monthly payments, the State shall reimburse the Company based on criteria identical to those applied in the calculation of the Uncontroversial Amount. With no longer an impeditive judicial decision, the State will directly assume the monthly payment flow of the portion considered uncontroversial.

 

(vii)     Controversial Amount of Benefits

 

As mentioned before, on November 17, 2008, the Company and the State executed the Third Amendment to the GESP Agreement, in such occasion the amounts denominated as controversial and uncontroversial were quantified. In this amendment, the efforts to settle what was called the Controversial Amount is represented by the difference between the Uncontroversial Amount and the amount effectively paid by the Company as Benefits of retirement and pension supplement provided by Law 4819/58, of original responsibility of the State but paid by Sabesp by judicial decision.

 

By entering into the Third Amendment, it was provided for the reappreciation by the PGE the divergences that caused the controversial amount of the benefits provided by Law 4819/58. At the same time, this expectation was based on the PGE’s intention to re-appreciate the question and also in the implied right of the Company to the reimbursement, inclusively based on external technical legal opinions.

 

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However, new opinions issued by the PGE and received on September 4 and 22, 2009 and January 4, 2010, denied the reimbursement of the portion previously defined as controversial amount. Even though the negotiations with the State are still being maintained, it is no longer possible to ensure that the Company will recover, in a totally amicable way, the credits related to the Controversial Amount.

 

Even though the negotiations with the State are still being maintained, it is no longer possible to ensure that the Company will recover, in a totally amicable way, the credits related to the Controversial Amount without dispute.

 

As part of the actions intended to recover the receivables that Management understands as due by the Government of the State, related to the divergences about the reimbursement of the benefits of retirement and pension supplement paid by the Company, SABESP: (i) addressed, on March 24, 2010, the message to the Controlling Shareholder, forwarding the office memorandum released by the Collegiate Directors, proposing judicial action to be forwarded to the Arbitration Chamber of Bovespa (Sao Paulo Stock Exchange); (ii) in June, 2010, it forwarded to the Secretary of Finance a proposal for agreement aiming the settlement of the referred controversies. This proposal did not succeed; (iii) on November 9, 2010, it filed a judicial action against the State of Sao Paulo pleading the full reimbursement of the amounts paid as benefits provided by State Law nr. 4.819/58 to finalize the discussion between the Company and GESP. Despite the judicial action, the Company will insist in reaching an agreement during the progress of the judicial action, understanding that a reasonable agreement is better to the company and its shareholders than waiting the end of the judicial demand.

 

The Company’s Management has elected for not recognizing such amounts, due to the uncertainty of reimbursement of the amounts. On September 30, 2011 the amounts not recorded by the Company referring to the supplement of pension and retirement paid in name of the State by the Company totaled R$1,273,168 (Dec/10 – R$1,230,064) including the amount of R$696,283 referring to the transfer of the reservoirs in the Alto Tiete system. As a result, the Company also recognized the actuarial obligation referring to the supplement of the pension and retirement maintained with the employees and pensioners of Plan G0. On September 30, 2011, the amounts of the supplement of pension and retirement supplement of Plan G0 were R$1,510,573 (Dec/10 – R$1,316,706). For more information on the obligations of supplement to pension and retirement, see Note 15.

 

(b)       Agreement for the use of reservoirs

 

In its operations, the Company uses the Guarapiranga and Billings reservoirs and part of some reservoirs of the Upper Alto, which are owned by the Water and Electric Energy Department (DAEE); 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.

 

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

 

The Company has contracts signed with public entities related to the State Government and to the municipalities operated, which are benefited with a 25% reduction to the tariff of water supply and sewage collection, when not in default. The contracts provide for the implementation of the program of rational use of water, which considers the reduction in the consumption of water.

 

 

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(d)       Guarantees

 

The State Government grants guarantees for some loans and financing of the Company and does not charge any fees with respect to such guarantees.

 

(e)        Contract of assignment of personnel among the entities connected to GESP

 

The Company has employees assigned to entities connected to the Government of the State of São Paulo, where the expenses are fully transferred and monetarily reimbursed.

 

On September 30, 2011, the expenditures with the employees assigned by Sabesp to other state entities amounted to R$3,076 (Sep/10 – R$1,396).

 

In the same period, the Company did not have expenditures with the employees from other entities at Sabesp’s disposal and in September, 2010 the amount totaled R$72.

 

(f)        Services contracted from entities connected to GESP.

 

On September 30, 2011 and December 31, 2010, SABESP had an outstanding amount payable of R$9,893 and R$11,395, respectively, referring to services provided by entities connected to the Government of the State of São Paulo. Among them, we highlight the services of electric energy supply by the Companhia Energetica of Sao Paulo – CESP, representing 96.9% of the amount of September 30, 2011.

 

(g)        Non-operating Assets

 

The Company had, on September 30,2011 the amount of R$25,371 (in December 31,2010 - R$25,371), respectively, mainly related to land granted in free lease 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.

 

(h)       Banco do Brasil

 

O Estado de Sao Paulo sold exclusive rights in the provision of banking services administration entities directly and indirectly in favor of Banco Nossa Caixa, on March 27, 2007, and in favor of Banco do Brazil, May 27, 2010. Through the lawsuit in question, SABESP pleads financial compensation for the sale of its exclusive rights, requiring a percentage of the values that the State of São Paulo received from each of the financial institutions.

 

On June 28, 2011 it was executed the Term of Settlement between the Company and the State of Sao Paulo, whereby the Company received the amount of R$63,366 upon reduction, as compensation of credit held by the State, corresponding to interests on shareholders’ equity in fiscal 2010.

 

(i)        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, 2011, is R$526,318 (Dec/2010 - R$487,332).

 

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

 

(j)        Management Fees

 

The compensation policy to the executive committee is set according to the guidelines of the Government of the State of São Paulo, CODEC (Council of Defense of the Capitals of the State), and is based on performance, market competitiveness of other indicators related to the Company’s business and is subject to the approval by the shareholders at the General Shareholders’ Meeting.

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The executive compensation is limited to the State Governor’s compensation. The compensation of the Board of Directors corresponds to 30% of the compensation of the Officers, conditioned to a minimum attendance to one monthly meeting.

 

The objective of the compensation policy is to set up a model of private management, with the purpose to incentive the maintenance in its headcount and recruit professionals gifted of competence, experience and motivation, considering the effectiveness degree currently required by the Company.

 

In addition to the monthly compensation, the members of the Board of Directors and the Executive Committee receive:

 

Bonuses: for purposes of compensating the Board of Directors of the companies that the State is controlling shareholder, as an incentive policy, provided that the company effectively calculates quarterly, semi-annual and annual income and distribute mandatory dividends to the shareholders, even if under the form of interests on shareholders’  equity. Annual bonus cannot exceed six times the monthly compensation of the directors and officers, nor 10% of interests on shareholders’ equity paid by the company, whatever is lower.

 

Annual award: equivalent to one monthly fee, calculated on a prorated basis, in the month of December of each year.

 

The purpose of such award is to establish a similarity with the thirteenth salary of the labor regime of the Company’s employees, once the relationship of the directors and officers with the Company is governed by its Bylaws and not labor code.

 

Benefits paid only to the Statutory Officers – meal ticket, basic basket of food, medical assistance, annual paid rest of a 30-day remunerated leave and payment of an award equivalent to one third of the monthly fees.

 

The compensation paid by the Company to the members of the Board of Directors and Officers was R$838,964 and R$ 692,358 for the periods ended on September 30, 2011 and 2010, respectively, and refers to short term benefits to employees and managers. An additional amount of R$217 referring to the bonus program was accrued in the period from July through September, 2011 (R$166 in 2010).

 

 

9.         INDEMNIFICATIONS RECEIVABLE

 

Indemnifications receivable is a non-current asset representing amounts receivable from the municipalities of Diadema and Maua as indemnification for the unilateral removal of the concessions of the Company’s water and sewage services in 1995. In September 30, 2011 and December 31, 2010 this asset amounted to R$146,213 (nominal amounts).

 

In view of these concession contracts, the Company invested in the construction of water and sewage systems in those municipalities to meet its concession service commitments. For the unilateral termination of the concessions of Diadema and Maua, the municipalities took over the responsibility to provide water and sewage services in those areas. At that moment, the Company reclassified the fixed asset balances related to the assets used in those municipalities to non-current assets (Indemnifications receivable).

 

The residual amount of the items of fixed assets related to the municipality of Diadema, reclassified in December, 1996 was R$75,231 and the balance of indemnifications receivable from the municipality was R$60,295.

 

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The residual amount of items of fixed assets related to the municipality of Maua, reclassified in December, 1999 was R$103,763 and the balance 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 started judicial lawsuits to collect amounts due by the municipalities. Regarding Diadema, it started the execution of the agreement entered with Diadema’s City Hall and Companhia de Saneamento de Diadema – Saned for the payment of the indemnification, the first level judge accepted the appeals of the City Hall and extinguished the execution. Sabesp filed appeal against this decision and, in December, 2005, it was granted partial acceptance to the appeal to declare the validity of the agreement and determine that the appeals to the execution were judged again in first level. In December, 2007, it was rendered the judicial decision approving the continuation of the execution against Saned and servicing this company to pay the full amount of the debt, in 15 days, under penalty of fine. It was approved the realization of the pledge of money in Saned’s bank accounts and financial investments (online pledge) up to 10% of the restated amount of the debt, being blocked and withdrawn R$2,919 in March 3, 2009. Later, the Court of Justice determined that the pledge should be made upon weekly deposits by Saned in the amount corresponding to 20% of all it receives in its accounts and financial investments. Saned filed special and extraordinary appeals against such decision. The extraordinary appeal was refused and the special appeal was suspended, causing the filing of interlocutory appeal to the Federal Supreme Court.

 

Regarding Diadema’s City Hall, it was rendered new sentence in the appeal against the execution, in October, 2009, recognizing the existence and maturity of the debt, and affirming that the execution against the Municipality should be made upon precatory notes (and not pledge). Sabesp and the City Hall appealed against this sentence. Sabest obtained favorable decision in September, 2011 from the Special Body of the Court of Justice, affirming being constitutional the municipal law that allowed blocking the transfers of ICMS.

 

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

 

The parties agree that the search for a negotiated solution for the conflicts existing today between the companies is fundamental for the public service of water supply, collection and treatment of sewage to have their proper development in Diadema.

 

In January, 2009, the parties presented joint motion requiring the suspension of new pledges, for the period of three months, in order to try to make an agreement feasible. The suspension was approved by the Court of Public Treasury and successively renewed, the last renewal occurring in August, 2011, due to the negotiations of the agreement.

 

Regarding Maua, it was rendered a decision in first level determining that the Municipality pays the amount of R$153.2 million as compensation for the investments made in the municipality by Sabesp and for loss of profits. Maua’s City Hall appealed against this sentence. In August, 2008 the appeal was judged, having been fully sustained the conviction imposed in first level. Maua’s City Hall filed special and extraordinary appeals against the decision. Both appeals were not accepted by the Court of Justice, causing the filing of interlocutory appeals to the Superior Court of Justice and to the Federal Supreme Court. In declaratory appeals against the decision that decreed the refusal of the special appeal, the Superior Court of Justice partially accepted the appeal only for the purpose to reduce the winner’s legal fees. Afterwards, the Federal Supreme Court reaffirmed the refusal of the extraordinary appeal, in decision still subject to appeal.

 

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Based on the opinion of the legal advisory, Management continues to affirm that the Company has legal right to receive the amounts corresponding to the indemnification and keeps monitoring the situation of the legal proceedings.

 

 

10.       FIXED ASSETS

 

 

HOLDING

 

  12/31/2010  

  09/30/2011  

 

Cost

Accumulated
Depreciation

Net

Cost

Accumulated
Depreciation

Net

Land

119,567

-

119,567

111,049

-

111,049

Structures

41,014

(28,983)

12,031

41,000

(30,715)

10,285

Equipment

162,270

(90,804)

71,466

158,078

(95,451)

62,627

Transportation equipment

20,025

(18,364)

1,661

20,488

(19,245)

1,243

Furniture and fixtures

26,831

(26,378)

453

27,610

(27,589)

21

Other

2,590

(1,384)

1,206

2,761

(1,619)

1,142

Total

372,297

(165,913)

206,384

360,986

(174,619)

186,367

 

 

 

HOLDING

 

December 31, 2010

Additions

Disposals and Writeoffs

Depreciation

September 30, 2011

Land

119,567

-

(8,518)

-

111,049

Structures

12,031

-

(3)

(1,743)

10,285

Equipment

71,466

6,657

(1,238)

(14,258)

62,627

Transportation equipment

1,661

467

(4)

(881)

1,243

Furniture and fixtures

453

876

(7)

(1,301)

21

Other

1,206

174

-

(238)

1,142

 

206,384

8,174

(9,770)

(18,421)

186,367

 

 

 

CONSOLIDATED

 

  12/31/2010  

  09/30/2011  

 

Cost

Accumulated
Depreciation

Net

Cost

Accumulated
Depreciation

Net

Land

119,567

-

119,567

111,049

-

111,049

Structures

41,014

(28,983)

12,031

41,000

(30,715)

10,285

Equipment

162,270

(90,804)

71,466

158,078

(95,451)

62,627

Transportation Equipment

20,025

(18,364)

1,661

20,488

(19,245)

1,243

Furniture and fixtures

26,831

(26,378)

453

27,610

(27,589)

21

Other

2,590

(1,384)

1,206

2,761

(1,619)

1,142

Work in process

43,222

-

43,222

129,054

-

129,054

Total

415,519

(165,913)

249,606

490,040

(174,619)

315,421

 

 

 

CONSOLIDATED

 

December 31, 2010

Additions

Disposals and Writeoffs

Depreciation

September 30, 2011

Land

119,567

-

(8,518)

-

111,049

Structures

12,031

-

(3)

(1,743)

10,285

Equipment

71,466

6,657

(1,238)

(14,258)

62,627

Transportation equipment

1,661

467

(4)

(881)

1,243

Furniture and fixtures

453

876

(7)

(1,301)

21

Other

1,206

174

-

(238)

1,142

Work in process

43,222

85,832

-

-

129,054

 

249,606

94,006

(9,770)

(18,421)

315,421

 

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In the period ended on September 30, 2011 there were no relevant changes related to the financial statements as of December 31, 2010, note 12.

 

 

11.       INTANGIBLE

 

The balance and movement in intangible assets is as follows:

 

 

HOLDING

 

December 31, 2010

 

September 30, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

13,974,819

 

(3,242,262)

 

10,732,557

 

13,276,747

 

(2,794,597)

 

10,482,150

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

727,621

 

(208,639)

 

518,982

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

725,507

 

(18,075)

 

707,432

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

368,144

 

(31,953)

 

336,191

Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

7,994,931

 

(460,178)

 

7,534,753

New Businesses (v)

12,129

 

(901)

 

11,228

 

21,257

 

(4,048)

 

17,209

Software License

49,458

 

(41,521)

 

7,937

 

51,277

 

(48,662)

 

2,615

Total

22,174,156

 

(3,632,634)

 

18,541,522

 

23,165,484

 

(3,566,152)

 

19,599,332

 

 

 

 

HOLDING

 

December 31,

2010

Reclassification
cost

Accumulated

amortization

Additions

 

Retirements

Amortization

September 30,

2011

Intangibles resulting from:

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

10,732,557

(844,843)

41,154

760,218

(5,580)

(201,356)

10,482,150

 

Concession Contracts – economic value (ii)

517,278

19,890

-

1,308

-

(19,494)

518,982

Contract Program (iii) 

864,384

(353,309)

18,227

180,335

(891)

(1,314)

707,432

Program Contracts – commitments (iv)  

311,276

-

-

34,202

-

(9,287)

336,191

Service Contract – São Paulo

6,096,862

1,178,262

(59,381)

636,285

(4,922)

(312,353)

7,534,753

New Businesses (v)

11,228

-

-

9,128

-

(3,147)

17,209

Software License

7,937

-

-

1,819

-

(7,141)

2,615

Total

18,541,522

-

-

1,623,295

(11,393)

(554,092)

19,599,332

               
 

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CONSOLIDATED

 

 

December 31, 2010

 

September 30, 2011

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

 

 

Cost

 

amortization

 

Net

 

Cost

 

amortization

 

Net

Intangibles resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

13,980,141

 

(3,242,270)

 

10,737,871

 

13,289,997

 

(2,794,605)

 

10,495,392

 

Concession Contracts – economic value (ii)

706,423

 

(189,145)

 

517,278

 

727,621

 

(208,639)

 

518,982

Contract Program (iii) 

900,686

 

(36,302)

 

864,384

 

725,507

 

(18,075)

 

707,432

Program Contracts – commitments (iv)  

333,942

 

(22,666)

 

311,276

 

368,144

 

(31,953)

 

336,191

Service Contract – São Paulo

6,196,699

 

(99,837)

 

6,096,862

 

7,994,931

 

(460,178)

 

7,534,753

New Businesses (v)

12,129

 

(901)

 

11,228

 

21,257

 

(4,048)

 

17,209

Software License

49,458

 

(41,521)

 

7,937

 

51,277

 

(48,662)

 

2,615

Total

22,179,478

 

(3,632,642)

 

18,546,836

 

23,178,734

 

(3,566,160)

 

19,612,574

 

 

 

CONSOLIDATED

 

 

December 31,2010

Reclassification
cost

Accumulated

amortization

Additions

 

Retirements

Amortization

September 30, 2011

Intangibles resulting from:

 

 

 

 

 

 

 

 

Concession contracts asset value (i) 

10,737,871

(844,843)

41,154

768,146

(5,580)

(201,356)

10,495,392

 

Concession Contracts – economic value (ii)

517,278

19,890

-

1,308

-

(19,494)

518,982

Contract Program (iii) 

864,384

(353,309)

18,227

180,335

(891)

(1,314)

707,432

Program Contracts – commitments (iv)  

311,276

-

-

34,202

-

(9,287)

336,191

Service Contract – São Paulo

6,096,862

1,178,262

(59,381)

636,285

(4,922)

(312,353)

7,534,753

New Businesses (v)

11,228

-

-

9,128

-

(3,147)

17,209

Software License

7,937  

-

-

1,819

-

(7,141)

2,615

Total

18,546,836

-

-

1,631,223

(11,393)

(554,092)

19,612,574

 

In the period from January to September, 2011, the increase occurred in the intangible is related to the Investments made in the municipalities operated by Sabesp.

 

(a)               Intangibles arising from concession contracts

 

The concession contracts provide that the assets will be reversed to the conceding power at the end of the contract.

 

On September 30, 2011, the Company operates in 363 municipalities in the State of São Paulo. In the most part of these municipalities, the operations are based a 30-year concession period.

 

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The service provided by the Company is billed at a price regulated and controlled by the Regulating Agency of Sanitation and Energy of the State of São Paulo (ARSESP).

 

Intangibles resulting from concession contracts include:

 

(i)        Concession contracts – equity amount

 

The contracts executed until 1998 provide that the assets will be reverted to the grantor at the end of the contract, for the residual value or market value in accordance with the terms of each one of them. The amortization is calculated using the straight line method, which considers the useful life of the assets.

 

(ii)       Concession agreements - economic value

 

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 a valuation report issued by independent experts.

 

The amount determined in the respective contract, after the transaction is closed with the municipal authorities, is recorded in this account and amortized over the period of the related concession line method or the useful life of assets, the shortest of the two. As of September 30, 2011 and December 31, 2010 there were no amounts pending related to these payments to the municipalities.

 

(iii)      Program Contracts – Investments performed

 

Refer to the renewals of the contracts previously denominated as full concession to operating concession, through the program contracts that have as objective the supply of municipal public services or sanitation sewage, where the Company has the possession and the management of the assets acquired or construction during the effectiveness of these contracts (30 years).

 

The amortization of the intangible assets is performed during the effectiveness of the concession contracts by the straight line method or by the useful life of the assets, whichever is lower.

 

(iv)      Program contracts - Commitments

 

After the enactment of the regulatory framework in 2007, the renewals of concessions started to be made through of program contracts. In some of these program contracts, the Company assumed the commitment to financially participate in social and environmental actions. The assets constructed and the financial commitments assumed within the program contracts are recorded as intangible assets and are amortized by the straight line method in accordance with the duration of the program contract (mostly, 30 years) or by the useful life of the assets, whichever is lower.

 

In September 30, 2011, the amortization expenses related to the commitments of the program contracts were R$9,287 (Dec/10 – R$10,275).

 

In September 30, 2011, the amounts still not disbursed referring to the commitments of the program contracts were recorded in Other Obligations in current liabilities in the amount of  R$70,496 and in non current liabilities, in the amount of R$84,971.

 

 

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(v)       New Business

 

It was executed contracts of provision of specialized technical services and the transfer of technology with the Companhia de Saneamento de Alagoas (CASAL) and with CONADES (PANAMA).

 

The Company recognizes revenue of R$847 resulting from the consortium with Latin Consult that was winner off the bidding process in Parana to work in the provision of consulting services in commercial and operational consulting of basic sanitation services. The Consortium will receive US$8.8 million for a 3-year contract, executed on September 27, 2010. The consortium belongs 70% to Latin Consult and 30% to Sabesp.

 

Other information related to the concession contracts may be obtained in the Annual Financial Statements of December 31, 2010, note 11.

 

(b)       Capitalized interests and financial charges

 

In the period from January to September, 2011, the Company capitalized interests and financial charges in the intangible assets of concession in the amount of R$229,305 (Dec/10 – R$228,900) during the period which assets were presented as work in progress.

 

 

12.       LOANS, FINANCINGS & DEBENTURES

 

Outstanding balance of loans and financings

 

 

HOLDING

 

Sep/11  

Dec/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

340,635

568,260

908,895

316,541

818,359

1,134,900

Gov.Est.S.Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

-

-

-

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

205,078

238,411

33,333

198,242

231,575

 

2015

CDI+2.75 and 12.87%

IPCA

Debentures 10th Issuance

-

283,828

283,828

-

279,497

279,497

 

2020

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

IPCA

Debentures 11th Issuance

202,500

1,005,062

1,207,562

-

1,205,451

1,205,451

 

2015

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

 

Debentures 12th Issuance

--

499,639

499,639

-

499,715

499,715

 

2025

TR+9.5%

 

Debentures 13th Issuance

--

599,241

599,241

-

-

-

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

278,477

278,477

-

-

-

 

2022

TJLP+1.92% (1st and 3rd série) and 9.19% (2nd série)

IPCA

Caixa Econômica Federal

104,313

818,010

922,323

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

Own Resources

2011

CDI + 6.5%

 

FIDC - Sabesp I

-

-

-

13,889

-

13,889

 

2011

CDI + 0.70%

 

(National Bank for Economic and Social Development)- BNDES

41,930

9,834

51,764

43,403

40,518

83,921

Own Resources

2013

3% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)- BNDES Baixada Santista

12,232

118,242

130,474

-

130,474

130,474

Own Resources

2019

2.5% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)– BNDES PAC

3,757

67,557

71,314

1,649

44,352

46,001

Own Resources

2023

2.15% + TJLP LIMIT 6%

 

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

9,514

237,492

247,006

-

246,986

246,986

Own Resources

202

1.92% + TJLP LIMIT 6%

 

Others

1,581

28,005

29,586

2,816

3,850

6,666

Own Resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interests and charges

75,284

-

75,284

141,991

-

141,991

 

 

 

 

Total Domestic

825,079

4,718,725

5,543,804

1,109,739

4,850,625

5,960,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 350,345 thd. 

71,104

576,611

647,715

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

1.10% to 3.43%

Currency Basket Var. + US$

BIRD - US$ 7,740 thd. 

-

13,925

13,925

-

5

5

 

2034

0.43%

US$

Euro Bonds – US$ 140,000 thd. 

-

259,043

259,043

-

232,612

232,612

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd. 

-

641,327

641,327

-

576,107

576,107

 

2020

6.25%

US$

JBIC – Yens 20,743,740 thd. 

27,738

471,565

499,303

11,810

425,168

436,978

Federal

Government

2029

1.8% and 2.5%

Yens

JICA – Yens  18,650,880 thd, 

24,940

423,610

448,550

-

-

-

 

2029

1,8% and 2,5%

Yens

JICA – Yens  27,709 thd, 

-

645

645

-

-

-

 

2035

1.2% and 0.01%

Yens

BID 1983AB – US$ 226,058 thd,

44,399

371,953

416,352

39,893

373,575

413,468

 

2023

2.4% to 2.9%

US$

Interests and charges

35,844

-

35,844

15,089

-

15,089

 

 

 

 

Total International

204,025

2,758,679

2,962,704

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,029,104

7,477,404

8,506,508

1,239,716

6,969,576

8,209,292

 

 

 

 

 

                                                              Page: 62


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

 

CONSOLIDATED

 

 

Sep11   

Dec/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

340,635

568,260

908,895

316,541

818,359

1,134,900

Gov,Est,S,Paulo and own resources

2014

8.50%

UPR

Debentures 8th Issuance

-

-

-

465,086

-

465,086

 

2011

10.75%

IGP-M

Debentures 9th Issuance

33,333

205,078

238,411

33,333

198,242

231,575

 

2015

CDI+2.75% and 12.87%

IPCA

Debentures 10th Issuance

-

283,828

283,828

-

279,497

279,497

 

2020

TJLP+1.92% (1ª and 3ª séries) and 9.53% (2ª séries)

IPCA

Debentures 11th Issuance

202,500

1,005,062

1,207,562

-

1,205,451

1,205,451

 

2015

CDI + 1.95% (1ª séries) and CDI + 1.4% (2ª séries)

 

Debentures 12th Issuance

-

499,639

499,639

-

499,715

499,715

 

2025

TR + 9.5%

 

Debentures 13th Issuance

-

599,241

599,241

-

-

-

 

2012

CDI + 0.65%

 

Debentures 14th Issuance

-

278,477

278,477

-

-

-

 

2022

TJLP+1.92% (1st and 3rd série) and 9.19% (2nd serie)

IPCA

Caixa Econômica Federal

104,480

987,231

1,091,711

91,031

783,426

874,457

 

2011/32

6.8% (weighted)

UPR

Promissory Notes

-

-

-

-

599,755

599,755

own resources

2011

CDI + 6.5%

 

FIDC - Sabesp I

-

-

-

13,889

-

13,889

own resources

2011

CDI + 0.70%

 

(National Bank for Economic and Social Development)- BNDES

41,930

9,834

51,764

43,403

40,518

83,921

own resources

2013

3% + TJLP LIMIT 6%

 

(National Bank for Economic and Social Development)- BNDES Baixada Santista

12,232

118,242

130,474

-

130,474

130,474

own resources

2019

2.5% + TJLP LIMITE 6%

 

(National Bank for Economic and Social Development)- BNDES PAC

3,757

67,557

71,314

1,649

44,352

46,001

own resources

2023

2.15% + TJLP LIMIT 6%

 

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

9,514

237,492

247,006

-

246,986

246,986

own resources

2025

1.92% + TJLP LIMIT 6%

 

Mútuo Foz do Brasil

-

-

-

-

52,896

52,896

 

 

 

 

Santander

-

-

-

2,427

-

2,427

 

 

 

 

Others

1,584

28,006

29,590

2,816

3,850

6,666

own resources

2011/2018/2025

12% / CDI / TJLP+ 6%

UPR

Interests and charges

75,284

-

75,284

141,991

-

141,991

 

 

 

 

Total Domestic

825,249

4,887,947

5,713,196

1,112,166

4,903,521

6,015,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

Inter-American Development Bank – BID US$ 350,345 thd

71,104

576,611

647,715

63,185

511,484

574,669

Federal

Government

2016/2017/

2025/2035

1.10% to 3.43%

Currency Basket Var. + US$

BIRD - US$ 7,740 thd

-

13,925

13,925

-

5

5

 

2034

0.43%

US$

Euro Bonds – US$ 140,000 thd. 

-

259,043

259,043

-

232,612

232,612

 

2016

7.5%

US$

Euro Bonds – US$ 350,000 thd. 

-

641,327

641,327

-

576,107

576,107

 

2020

6.25%

US$

JBIC – Yens 20,743,740 thd. 

27,738

471,565

499,303

11,810

425,168

436,978

Federal

Government

2029

1.8% and 2.5%

Yens

JICA – Yens  18,650,880 thd, 

24,940

423,610

448,550

-

-

-

 

2029

1.8% and 2.5%

Yens

JICA – Yens  27,709 thd, 

-

645

645

-

-

-

 

2035

1.2% and 0.01%

Yens

BID 1983AB – US$ 226,058 thd,

44,399

371,953

416,352

39,893

373,575

413,468

 

2023

2.4% to 2.9%

US$

Interests and charges

35,844

-

35,844

15,089

-

15,089

 

 

 

 

Total International

204,025

2,758,679

2,962,704

129,977

2,118,951

2,248,928

 

 

 

 

TOTAL OF LOANS AND FINANCINGS

1,029,274

7,646,626

8,675,900

1,242,143

7,022,472

8,264,615

 

 

 

 

                     
 

                                                              Page: 63


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Parity rates as of September 30, 2011: US$ 1.8544; Yen 0.024070 (dec/10- US$ 1.6662; Yen 0.0205).

 

On September 30, 2011 the Company did not have short term balances of loans and financings.

 

The Company presented the following activity of loans and financings for the quarter ended on September 30, 2011. The other loans and financings are presented in note 13 do the Annual Financial Statements.

 

(i)        13th Issue of Debentures:

 

On January 11, 2011, the Company launched the 13th issue of Simple Debentures, non convertible, of Chirographic Type, in Sole Series, for Public Distribution with Restricted Underwriting Efforts, under the terms of CVM Instruction 476, which characteristics are the following:

 

 Date of Issue: 01/11/2011

 Series: Sole

 Total Amount (R$ Thd) R$ 600,000

 Quantity: 60

 Unit Amount (R$ Thd) R$ 10,000

 Payment of semi-annual remuneration

 Final Amortization: 08/29/2012

 Optional Redemption: partial or total at any time

Remuneration DI added by :

1th period: 01/11/2011 to 02/26/2011 = 0.65%

2th period: 02/26/2011 to 08/30/2011 = 0.75%

3th period: 08/30/2011 to 03/01/2012 = 0.85%

4th period: 03/01/2012 to 08/29/2012 = 1.25%

 

The proceeds resulting from the funding of the 13th issue of Debentures were intended to repay the 60 (sixty) Commercial Promissory Notes of the 5th issue of the Company, with maturity date scheduled for 02/26/2011. On January 11, 2011, occurred the final payment of the 5th Issue of the Promissory Notes.

 

                                                              Page: 64


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

(ii)       JICA

 

On February 15, 2011, the Company executed with JICA (Japan International Cooperation Agency), the supplemental agreement of the Onda Limpa Program – 1st Phase, nr. BZ-P 18, in the amount of 19,169,000 (nineteen billion, one hundred and sixty-nine million Japanese Yens) equivalent to R$375,904 on March 31, 2011. The proceeds will be used for the execution of works and services in the Metropolitan Region of Santos Coastal Line. The maturity date is 18 years and the interest rate between 1.8% and 2.5% per year.

 

(iii)      BID

 

On March 17, 2011, occurred the 1st disbursement of the contract executed on September 3rd, 2010, nr. 2202/OC-BR. The proceeds will be used for the recovery of quality of water in the Rio Tiete basin in the Metropolitan Region of Sao Paulo. The amount of the contract is US$600,000, equivalent to R$977,220, with final maturity in September 2035. Being that in the 1st quarter 2011 occurred the first disbursement of US$1,829, corresponding to R$3,044.

 

(iv)      14th issue of Debentures

 

On February 15, 2011 the Company promoted the launch of 100 debentures, upon subscription exclusive by Banco Nacional de Desenvolvimento Economico e Social – BNDES. These debentures were distributed in three series, not convertible into stock by the nominal amount of R$2,753.70, totaling R$275,370. The financial settlement of the operation occurred on April 15, 2011 for all series.

 

The debentures were placed in the market as follows:

 

 

Number

 

Restatement

 

Interests

 

Interest Pmt

 

Amortization

 

Maturity Date

 

 

 

 

 

 

 

 

 

 

 

 

1st Series

28

 

-

 

TJLP + 1.92% p.a.

 

Quarterly until Feb/2014 and monthly after that

Annual

 

Monthly (after March, 2014)

 

February 2022

2nd Series

30

 

IPCA

 

9.19% p.a.

 

 

Annual (after

March, 2015)

 

March 2022

3rd Series

42

 

-

 

TJLP + 1.92% p.a.

 

Quarterly until Feb/2014 and monthly after that

 

Monthly (after March, 2014)

 

February 2022

 

The resources resulting from this issue are intended to investments of the Company in n in systems of water supply and sewage collection in the projects: ETA Rio Grande, Northern Coastal Area, Vale do Paraiba and Mantiqueira, Basin of Piracicaba-Capivari-Jundiai and Loss Reduction Program.

 

(v)       8th issue of Debentures

 

On June 1st, 2011 occurred the final amortization of debentures of 8th issue.

 

(vi)      Aquapolo

 

The subsidiary issued the 1st issue of debentures with the following characteristics:

 

-         Issuance amount: R$326,732,000.00

-         Quantity: 326,732 debentures

 

                                                              Page: 65


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

-         Single series

-         Unit nominal amount: R$1,000.00 each

-         Amortizations: it will be done in monthly and successive installments as of December 1st, 2013.

-         Total Term: until August 1st, 2029

-         Form and type: single, nominative, scriptural, non convertible into stock.

 

(vii)     Variance in the period from January to September, 2011

 

The increase in the balance was due mainly the high parity of the dollar.

 

(viii)    Payment Schedule of loans and financings

 

The total volume of debt to be paid until the end of 2011 is R$ 260,546, being R$ 57,605 the amount indexed to the U.S. dollar and R$ 202,941 the amount of interests and principal of loans denominated in Reais to mature.

 

 

 

HOLDING

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

82,472

347,929

378,697

99,797

-

-

-

908,895

Caixa Econômica Federal

25,009

106,760

108,407

69,685

47,667

46,497

518,298

922,323

Debentures

33,333

835,719

584,518

392,829

430,271

115,710

714,778

3,107,158

BNDES (National Bank for Economic and Social Development)

10,687

36,884

4,193

-

-

-

-

51,764

BNDES (National Bank for Economic and Social Development)SANTISTA

-

16,309

16,309

16,309

16,309

16,309

48,929

130,474

BNDES (National Bank for Economic and Social Development)PAC

1,187

5,849

6,192

6,192

6,192

6,192

39,510

71,314

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

-

14,250

19,000

19,000

19,000

19,000

156,756

247,006

Others

640

1,048

585

495

557

628

25,633

29,586

Interests and charges

49,613

25,671

-

-

-

-

-

75,284

In national currency

202,941

1,390,419

1,117,901

604,307

519,996

204,336

1,503,904

5,543,804

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

26,022

71,104

71,104

71,104

71,104

71,104

266,173

647,715

BIRD

-

-

-

-

-

-

13,925

13,925

Eurobonds

-

-

-

-

-

259,043

641,327

900,370

JBIC

-

52,658

52,658

52,658

52,658

52,658

685,208

948,498

BID 1983AB

-

44,099

44,099

44,099

44,099

44,099

195,857

416,352

Interest and charges

31,583

4,261

-

-

-

-

-

35,844

Foreign Currency

57,605

172,122

167,861

167,861

167,861

426,904

1,802,490

2,962,704

Grand Total

260,546

1,562,541

1,285,762

772,168

687,857

631,240

3,306,394

8,506,508

 

                                                              Page: 66


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

CONSOLIDATED

 

2011

2012

2013

2014

2015

2016

2017 and thereafter

TOTAL

COUNTRY

 

 

 

 

 

 

 

 

Banco do Brasil

82,472

347,929

378,697

99,797

-

-

-

908,895

Caixa Econômica Federal

25,009

106,927

118,305

79,583

57,565

56,395

647,927

1,091,711

Debentures

33,333

835,719

584,518

392,829

430,271

115,710

714,778

3,107,158

BNDES (National Bank for Economic and Social Development)

10,687

36,884

4,193

-

-

-

-

51,764

BNDES (National Bank for Economic and Social Development)SANTISTA

-

16,309

16,309

16,309

16,309

16,309

48,929

130,474

BNDES (National Bank for Economic and Social Development)PAC

1,187

5,849

6,192

6,192

6,192

6,192

39,510

71,314

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

-

14,250

19,000

19,000

19,000

19,000

156,756

247,006

Others

643

1,048

585

495

557

628

25,634

29,590

Interests and charges

49,613

25,671

-

-

-

-

-

75,284

In national currency

202,944

1,390,586

1,127,799

614,205

529,894

214,234

1,633,534

5,713,196

 

 

 

 

 

 

 

 

 

ABROAD

 

 

 

 

 

 

 

 

BID

26,022

71,104

71,104

71,104

71,104

71,104

266,173

647,715

BIRD

-

-

-

-

-

-

13,925

13,925

Eurobonds

-

-

-

-

-

259,043

641,327

900,370

JBIC

-

52,658

52,658

52,658

52,658

52,658

685,208

948,498

BID 1983AB

-

44,099

44,099

44,099

44,099

44,099

195,857

416,352

Interest and charges

31,583

4,261

-

-

-

-

-

35,844

Foreign Currency

57,605

172,122

167,861

167,861

167,861

426,904

1,802,490

2,962,704

Grand Total

260,549

1,562,708

1,295,660

782,066

697,755

641,138

3,436,024

8,675,900

 

(ix)      Financial Commitments – “Covenants”

 

Some contracts of loans and financings have clauses related to the meeting of certain financial ratios that are calculated quarterly.

 

Debentures  9th , 11th  e 12th  Issue:

 

a)      Adjusted current liquidity (current assets divided by current liabilities, excluding from current liabilities the portion recorded as current liabilities of non-current debts contracted by the Company) higher than 1.0; and

 

b)     Ebitda/Financial expenses equal to, or higher than, 1.5.

 

Failure to meet the clauses of the covenants shall lead to the early maturity of the contract. The lack of fulfillment of these obligations shall only be characterized when verified in its quarterly financial information, for at least two consecutive quarters, or even for two non consecutive quarters within a twelve-month period.

 

Upon the lack of observance to the covenants, the fiduciary agent shall convene, within 48 hours from the date it becomes aware of the occurrence, of a general debenture holders´ meeting in order to deliberate on the declaration of early maturity of the debentures.

 

 

                                                              Page: 67


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

Debentures 10th and 14th Issue:

 

 

a)      EBITDA/ROL: equal to, or higher than,  38%;

 

b)     EBITDA/Financial expenses: equal to, or higher than, 2.35%; and

 

c)      Net Banking Debt/Ebitda: equal to, or higher than, 3.65%.

 

Caixa Econômica Federal – Pro-Sanitation Program:

 

By means of the Performance Improvement Agreement, targets are set for financial and operating indicators (loss of invoicing, revenues evasion, cash availability and reduction of days of account receivable) that, based on the last two years, are projected annually for the upcoming five years.

 

Non fulfillment of 5 out 8 clauses of covenants shall trigger the early maturity of the contract.

 

Debentures 13th  Issue:

 

a)      The ratio obtained by the division of the Total Debt by the EBITDA shall be lower than or equal to 3.65; and

 

b)      The ratio obtained by the division of the EBITDA by the Financial Expenses shall be equal to, or higher than, 1.5.

 

BNDES:

 

a)      Adjusted current liquidity: higher than 1.0;

 

b)     Ebitda / Net Operating Revenue: higher than or equal to 38%;

 

c)      Total connections (water and sewage) /headcount: higher than or equal to 520;

 

d)     Ebitda /Debt service: higher than or equal to 1.5; e

 

e)      Net Worth/Total Liabilities: higher than or equal to 0.8.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Eurobonds:

 

Limit the contracting of new debts in such a way that:

 

a)      The total adjusted debt to Ebitda shall not be higher than 3.65; and

 

b)     The Company’s interest coverage ratio, determined at the date of incursion of this debt, is not lower than 2.35.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

Banco Interamericano de Desenvolvimento (BID):

 

The contracts 713, 896, 1.212 and 2.202 - The tariffs may:

 

a)      Produce revenue enough to cover the expenses with system exploration, including those related to the management, operation, maintenance and depreciation;

 

                                                              Page: 68


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

b)     Provide a profitability on fixed assets higher than 7%; and

 

c)      During the execution of the Project, the balances of the loans contracted for short term shall be higher than 8.5% to net worth.

 

Non fulfillment of the clauses of covenants shall trigger the early maturity of the contract.

 

On September 30, 2011, the Company met the requirements included in its loan and financing contracts.

 

The Company has obtained from BNDES, exceptionally, the suspension for 13 months, as of December 9, 2010, of the requirement to fulfill the special obligations set forth by the contracts.

 

 

13.       TAXES AND CONTRIBUTIONS

 

a)         Current assets

 

The item taxes recoverable of current assets is comprised by amounts of negative balance of income tax and social contribution and amounts related to income tax withheld on financial investments. The balance on September 30, 2011 was R$70,052 (R$108,675 on December 31, 2010), the reduction of  R$38,623 in the balance occurred as a result of the offset of amounts related to negative balance of income tax and social contribution of the year 2010 with amounts payable of the same taxes of year 2011. Such drop was partially offset by the verification of higher payment in the estimates of payment in the fiscal year 2011, resulting from the reduction in the amounts calculated of income tax and social contribution, in the period from January to September, 2011 due to the drop to current’s year accumulated profit.

 

b)         Liabilities

 

 

HOLDING

 

Current

 

Non current

 

Sep/11

 

Dec/10

 

Sep/11

 

Dec/10

Cofins and pasep

49,791

 

48,149

 

-

 

-

Paes

36,378

 

35,364

 

27,286

 

53,045

INSS

24,318

 

24,112

 

-

 

-

Others

18,565

 

50,143

 

-

 

-

Total

129,052

 

157,768

 

27,286

 

53,045

 

 

 

CONSOLIDATED

 

Current

 

Non-current

 

Sep//11

 

Dec/10

 

Sep/11

 

Dec/10

Income tax and social contribution

72

 

-

 

-

 

-

Cofins and pasep

49,805

 

48,149

 

-

 

-

Paes

36,378

 

35,364

 

27,286

 

53,045

INSS

24,320

 

24,112

 

-

 

-

Others

20,393

 

50,425

 

-

 

-

Total

130,968

 

158,050

 

27,286

 

53,045

 

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The reduction in the current liabilities of  R$27,082 occurred mainly as a result of the reduction in the balance of item “Others”, referring to income tax withheld, in the amount of R$33,032, calculated on interests on shareholders’ equity declared in December, 2010, being that the payment of the referred tax was made in January, 2011..

 

The reduction of R$25,759 in non current liabilities occurred as a result of the payment flow and adequacy of the short term and long term balance of the Special Program (Paes) of the holding, according to the information below.

 

The company applied for the Special Installment Payment Request (Paes) on July 15, 2003, pursuant Law nr. 10684 of May 30, 2003, including in this application the debts related to the Cofins and to the Pasep involved in judicial lawsuit against the application of Law nr. 9718/98 and consolidated the remaining balance of the Tax Recovery Program (Refis). The total amount included in the Paes was R$316,953, as follows:

 

Tax

 

Principal

 

Penalty

 

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 january to september, 2011 and in the year 2010 were R$26,943 R$34,744, respectively. Financial expenses were recorded in the amount of R$648 in the 3rd quarter of 2011 (R$986 in the 3rd quarter, 2010) and R$2,197 of january to september of 2011 (R$3,211 january to september 2010). The outstanding debt on September 30, 2011 was R$63,663. The assets granted in guarantee to the previous Refis Program, in the amount of R$249,034 continue to guarantee the amounts of the Paes Program.

 

 

14.       DEFERRED TAXES AND CONTRIBUTIONS

 

(a)        Balances

 

 

HOLDING

 

CONSOLIDATED

 

Sep/11

 

Dec/10

 

Sep/11

 

Dec/10

Deferred income tax asset

 

 

 

 

 

 

 

Provision for contingencies

561,663

 

539,394

 

561,663

 

539,394

Social security obligations –G1

175,808

 

162,552

 

175,808

 

162,552

Social security obligations –G0

85,271

 

85,271

 

85,271

 

85,271

Donation of assets related to the concession contracts

38,213

 

38,213

 

38,213

 

38,213

Others

196,121

 

177,816

 

199,332

 

179,356

Total deferred tax asset

1,057,075

 

1,003,246

 

1,060,286

 

1,004,786

 

 

 

 

 

 

 

Deferred income tax liability

 

 

 

 

 

 

 

Temporary difference on concession of intangible asset

(692,210)

 

(711,283)

 

(692,210)

 

(711,283)

Capitalization of loan costs

(101,507)

 

(102,339)

 

(101,507)

 

(102,339)

Income– public entities

(77,294)

 

(72,968)

 

(77,293)

 

(72,968)

Others

(52,108)

 

(38,743)

 

(55,625)

 

(39,756)

Total deferred tax liability

(923,119)

 

(925,333)

 

(926,635)

 

(926,346)

 

 

 

 

 

 

 

 

Deferred Tax asset (liability) in the balance sheet

133,956

 

77,913

 

133,651

 

78,440

 

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The increase in the net balance of consolidated deferred tax asset, in the amount of R$55,211, occurred as a result of the calculation of tax on higher provision for losses related to the sale of water by wholesale (note 7(c)), from provisions for contingent losses (note 16) and from social security obligations G1 (note 15(i)).

 

(b)       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

 

3rd Q/11

Jan-Set /11

3rd Q/10

Jan-Set /10

 

 

 

 

 

Income before taxes on income

122,677

1,194,401

702,920

1,665,766

Statutory rate

34%

34%

34%

34%

Tax expense at statutory rate

(41,710)

(406,096)

(238,993)

(566,360)

Permanent differences

 

 

 

 

Provision Act 4819/58 (i)

(13,055)

(80,331)

(16,051)

(41,957)

Earnings in cash

-

23,379

-

-

Other differences

52

(948)

(10,858)

(1,937)

Income tax and social contribution

(54,713)

(463,996)

(265,902)

(610,254)

Current income tax and social contribution

(112,974)

(519,992)

(199,816)

(634,842)

Deferred income tax and social contribution

58,261

55,996

(66,086)

24,588

Effective tax rate

45%

39%

38%

37%

 

 

 

CONSOLIDATED

 

3rd Q/11

Jan-Set /11

3rd Q/10

Jan-Set /10

 

 

 

 

 

Income before taxes on income

123,619

1,195,441

702,920

1,665,766

Statutory rate

34%

34%

34%

34%

Tax expense at statutory rate

(44,030)

(406,450)

(238,993)

(566,360)

Permanent differences

 

 

 

 

Provision Act 4819/58 (i)

(13,055)

(80,331)

(16,051)

(41,957)

Earnings in cash

-

23,379

-

-

Other differences

(570)

(1,634)

(10,858)

(1,937)

Income tax and social contribution

(55,655)

(465,036)

(265,902)

(610,254)

Current income tax and social contribution

(113,182)

(520,200)

(199,816)

(634,842)

Deferred income tax and social contribution

57,527

55,164

(66,086)

24,588

Effective tax rate

45%

39%

38%

37%

 

(i)        Permanent difference related to the provision referring to the actuarial obligation (note 8 (vii)).

 

Transitional Tax Regime – RTT

 

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For the purposes of calculation of income tax and social contribution on net income of the years of 2009 and 2008, the Company and its subsidiaries adopted the RTT, which allows the legal entity to eliminate the accounting effects of the Law 11.638/07 and Provisional Measure 449/08, converted into Law 11.941/09, by the registers in the fiscal books - LALUR and auxiliary controls, without any change in the accounting books.

 

In 2011, the Company also adopted the same tax practices adopted in 2008, 2009 and 2010, since the RTT shall be in force until the enacting of the Law that rules the tax effects of the new accounting standards, seeking the tax neutrality.

 

 

15.       BENEFITS TO EMPLOYEES

 

(a)        Assistance Plan

 

Managed by Fundação SABESP de Seguridade Social – Sabesprev, it is constituted by optional health plan, of free choice, kept by contributions from the sponsor and the participants, which were the following in the period:

 

From the Company: 8.1%, on average, on the payroll;

 

From the participants: 3.21%, on base salary and bonus, which corresponds to the average of 1.4% on the payroll.

 

(b)       The amounts recorded in the balance are the following:

 

Funded Plan – G1

 

Social security obligations in December, 2010

487,332

Expenses recorded in 2011

38,986

Social security obligations in September 2011

526,318

 

 

Unfunded Plan – G0

 

Social security obligations in December, 2010

1,316,706

Actuarial losses calculated in December 31, 2010 (ii)

157,527

Expenses recorded in 2011

36,340

Social security obligations in September, 2011

1,510,573

Total

2,036,891

 

(i)        Plan G1

 

Managed by Fundação SABESP de Seguridade Social – Sabesprev, the defined benefit plan (“Plano G1”) receives monthly contributions as follows: 1.2% from the Company and 1.4% from the participants.

 

In September 30, 2011, the Company had a net actuarial obligation of R$526,318 (Dec/10 – R$487,332) that represents the difference between the present value of the Company´s obligations related to the participants that are employees, retirees and pensioners and the fair value of the related assets, and unrecognized actuarial gains.

 

With the purpose to settle the debt referring to the Defined Benefit Plan (BD) G1, as of July, 2010, Sabesp and SABESPREV have structured a process through which the participants could elect to change from the Defined Benefit Plan to Defined Contribution Plan, the SABESPREV Mais.

 

                                                              Page: 72


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

The period for migrating the plan, from July to November, 2010, was suspended through preliminary injunction granted by the Court of Justice of the State of Sao Paulo on October 20, 2010, until the allegations from the parties involved are analyzed.

 

(ii)       Plan G0

 

The Company makes payments, due to judicial order, of benefits for retirement and pension supplement to its former employees and retirees provided by State Law nr. 4819/58. These amounts are recorded as accounts receivable from shareholders, limited to the amounts recognized as due by the State Government.

 

On September 30, 2011 the Company had an obligation to the Plan G0 of R$1,510,573 (Dec/10 – R$1,316,706). In the period from January to September, 2011 it was further recorded the amount of R$157,527 referring to amortization of actuarial gains and losses, corresponding to the portion that exceeded 10% of the present value of the actuarial obligation (corridor) of the calculation of December, 2010.

 

(c)        Profit Sharing

 

Based on the negotiations held between the Company and the entities that represent the functional class, it was implemented the Profit Sharing Plan, considering the period from January to December, 2011, with the distribution of the amount corresponding to one payroll, upon the setting of targets. In the 3rd quarter, 2011 it was accrued the amount of R$14,005 (3rd quarter of 2010 – R$11,778).

 

 

16.       PROVISIONS FOR CONTINGENCIES

 

Management, based on a joint analysis with its legal counsel, made a provision whose amount was considered sufficient to cover probable losses on lawsuits. The amounts related to lawsuits in the sentence execution stage, recorded in current liabilities, under the caption “Provisions”, of R$726,941 (Dec/2010 - R$766,603), and the amounts recorded in non-current liabilities, under the caption “Provisions”, of R$809,090 (Dec/2010 - R$693,227). The amount paid in the January to September of 2011 was R$ 148,317.

 

 

HOLDING AND CONSOLIDATED

 

Dec/10

Additions

Deductions

Interest, adjustments

Monetary

and reversals

Set/11

Customers (i)

770,205

109,474

(127,367)

(11,391)

740,921

Suppliers (ii)

372,889

6,047

(169)

20,393

399,160

Other civil lawsuits (iii)

175,932

20,416

(22,370)

5,148

179,126

Tax (iv)

58,658

5,902

(887)

9,826

73,499

Labor (v)

137,232

33,743

(28,112)

12,843

155,706

Environmental (vi)

65,095

62,464

(25,341)

1,318

103,536

Subtotal

1,580,011

238,046

(204,246)

38,137

1,651,948

Judicial deposits

(120,181)

(11,021)

18,703

(3,418)

(115,917)

Total

1,459,830

227,025

(185,543)

34,719

1,536,031

 

The main variations in the period additions related to new processes with customers and the change in expectation of loss related to labor and, in the case of low due to the revised estimate and agreement occurred in the environmental sphere.

 

                                                              Page: 73


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

(i)        Customers - Approximately 1,480 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.

 

(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$2,526,500 as of September 30, 2011 (Dec/2010 - R$2,297,900).

 

The other information is presented in annual financial statements of December 31, 2010, Note 16.

 

 

17.       REVENUE 

 

(a)        Gross Sales of Goods and Services

 

 

HOLDING

 

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Metropolitan Region of São Paulo

1,526,822

4,452,945

1,417,044

4,172,490

Regional systems(i) 

541,260

1,590,372

512,259

1,465,860

Total (ii)

2,068,082

6,043,317

1,929,303

5,638,350

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

 

CONSOLIDATED

 

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Metropolitan Region of São Paulo

1,526,822

4,452,945

1,417,044

4,172,490

Regional systems(i) 

542,807

1,594,738

512,259

1,465,860

Total (ii)

2,069,629

6,047,683

1,929,303

5,638,350

 

(i)        Comprises the municipalities operated in the Interior of the State of São Paulo.

 

(ii)       The gross operating revenue from sales and services presented an increase of 7.2% in the January to September of 2011 when compared to the January to September of 2010, due mainly to the tariff increase of 4.05% occurred in September, 2010 and increase in volume of 3.2%.

 

(b)       Reconciliation of gross revenue to net

 

 

HOLDING

 

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Gross revenues from sales and/or services

2,068,082

6,043,317

1,929,303

5,638,350

Revenues from Construction

672,330

1,621,042

564,853

1,559,708

Sales taxes

(149,150)

(438,691)

(140,902)

(409,172)

Net revenue

2,591,262

7,225,668

2,353,254

6,788,886

 

 

 

CONSOLIDATED

 

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Gross revenues from sales and/or services

2,069,629

6,047,683

1,929,303

5,638,350

Revenues from Construction

672,361

1,621,183

564,853

1,559,708

Sales taxes

(149,191)

(438,811)

(140,902)

(409,172)

Net recenue

2,592,799

7,230,055

2,353,254

6,788,886

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

18.          OPERATING COSTS AND EXPENSES

 

 

HOLDING 

Description

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Cost of sales and services provided:

 

 

 

 

Wages and taxes

294,815

845,892

247,824

733,073

Pension obligations (i)

11,885

35,330

7,835

17,294

Construction costs

656,029

1,581,757

551,599

1,523,861

General supplies

39,288

105,469

33,777

94,400

Treatment supplies

37,258

118,823

31,581

98,720

Party services

195,299

497,985

136,855

438,946

Electricity

143,447

435,264

131,834

390,779

General expenses

95,178

269,927

87,068

109,433

Depreciation and amortization

161,314

549,557

133,628

411,939

 

1,634,513

4,440,004

1,362,001

3,818,445

Selling expenses

 

 

 

 

Wages and taxes

50,110

148,359

45,528

137,326

Pension obligations (i)

1,886

5,806

1,399

3,509

General supplies

2,028

5,679

1,622

4,611

Party services

24,232

133,521

55,509

167,235

Electricity

136

471

184

586

General expenses

19,050

56,889

21,235

52,428

Depreciation and amortization

1,555

5,703

1,322

3,789

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

17,222

93,329

41,397

129,663

 

116,219

449,757

168,196

499,147

Administrative expenses:

 

 

 

 

Wages and taxes

40,762

116,022

31,213

104,113

Pension obligations (i)

27,587

244,267

50,419

142,115

General supplies

1,168

3,067

942

3,957

Party services

25,595

77,673

28,868

104,991

Electricity

345

819

243

916

General expenses

79,967

151,808

57,822

113,032

Depreciation and amortization

5,322

17,254

6,209

17,189

Tax expenditure

11,571

49,108

11,711

50,530

 

192,317

660,018

187,427

536,843

Costs, and selling and administrative expenses:

 

 

 

 

Wages and taxes

385,687

1,110,273

324,565

974,512

Pension obligations (i)

41,358

285,403

59,653

162,918

Construction costs

656,029

1,581,757

551,599

1,523,861

General supplies

42,484

114,215

36,341

102,968

Treatment supplies

37,258

118,823

31,581

98,720

Party services

245,126

709,179

221,232

711,172

Electricity

143,928

436,554

132,261

392,281

General expenses (ii)

194,195

478,624

166,125

274,893

Depreciation and amortization (iii)

168,191

572,514

141,159

432,917

Tax expenditure

11,571

49,108

11,711

50,530

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

17,222

93,329

41,397

129,663

 

1,943,049

5,549,779

1,717,624

4,854,435

 

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CONSOLIDATED

Description

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Cost of sales and services provided:

 

 

 

 

Wages and taxes

294,970

846,338

247,824

733,073

Pension obligations (i)

11,885

35,330

7,835

17,294

Construction costs

656,241

1,582,560

551,599

1,523,861

General supplies

39,318

105,586

33,777

94,400

Treatment supplies

37,289

118,910

31,581

98,720

Party services

195,546

498,567

136,855

438,946

Electricity

143,709

436,019

131,834

390,779

General expenses

95,392

270,360

87,068

109,433

Depreciation and amortization

161,331

549,581

133,628

411,939

 

1,635,681

4,443,251

1,362,001

3,818,445

Selling expenses

 

 

 

 

Wages and taxes

50,110

148,444

45,528

137,326

Pension obligations (i)

1,886

5,806

1,399

3,509

General supplies

2,028

5,679

1,622

4,611

Party services

24,231

133,535

55,509

167,235

Electricity

136

471

184

586

General expenses

19,053

56,895

21,235

52,428

Depreciation and amortization

1,555

5,703

1,322

3,789

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

17,308

93,416

41,397

129,663

 

116,307

449,949

168,196

499,147

Administrative expenses:

 

 

 

 

Wages and taxes

41,393

117,948

31,286

104,371

Pension obligations (i)

27,587

244,267

50,419

142,115

General supplies

1,203

3,164

944

3,963

Party services

26,111

79,114

28,896

105,057

Electricity

346

823

243

916

General expenses

80,104

152,260

57,835

113,079

Depreciation and amortization

5,331

17,272

6,210

17,191

Tax expenditure

11,603

49,240

11,729

50,548

 

193,678

664,088

187,562

537,240

Costs, and selling and administrative expenses:

 

 

 

 

Wages and taxes

386,473

1,112,730

324,638

974,770

Pension obligations (i)

41,358

285,403

59,653

162,918

Construction costs

656,241

1,582,560

551,599

1,523,861

General supplies

42,549

114,429

36,343

102,974

Treatment supplies

37,289

118,910

31,581

98,720

Party services

245,888

711,216

221,260

711,238

Electricity

144,191

437,313

132,261

392,281

General expenses (ii)

194,549

479,515

166,138

274,940

Depreciation and amortization (iii)

168,217

572,556

141,160

432,919

Tax expenditure

11,603

49,240

11,729

50,548

Allowance for doubtful accounts, net of recoveries

(note7(c)) 

17,308

93,416

41,397

129,663

 

1,945,666

5,557,288

1,717,759

4,854,832

 

                                                              Page: 77


 

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(i)        Increase occurred in social security obligations due to the increase in the actuarial liability related to the benefits of supplement to retirement and pension granted by State Law nr. 4819/58 (Plan G0) in the amount of R$157,527 with impact in January 1st, 2011.

 

(ii) Increase in general expenses in the group “cost of sales and services provided” was caused by the participation of 7.5% of the gross revenue, of the municipality of Sao Paulo, as provided in the contract with the municipality.

 

(iii) Increase resulting from the amortization calculated by the useful life of the asset of duration of the contract, whichever is lower.

 

 

19.       OPERATING INCOME AND EXPENSES

 

 

HOLDING

Description

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Cost of sales and services provided:

 

 

 

 

Interest and charges on loans and financing - local currency

(77,800)

(273,729)

(100,823)

(283,719)

Interest and charges on loans and financing -

foreign currency

(23,155)

(60,303)

(11,675)

(39,156)

Other financial expenses

(34,198)

(71,452)

(66,479)

(135,316)

Income tax on shipping abroad

(2,316)

(6,828)

(654)

(2,294)

Monetary variation on loans and financing

(7,862)

(42,689)

(15,438)

(64,275)

Other Monetary variation

(18,909)

(24,065)

(27,850)

(41,753)

Financial Provisions for contingencies

6,033

(38,137)

126,397

14,071

Total financial expenses

(158,207)

(517,203)

(96,522)

(552,442)

 

 

 

 

 

Financial income:

 

 

 

 

Monetary variation gains

17,386

64,784

20,090

90,954

Income from financial investments

70,767

212,289

43,527

89,748

Interest and others

25,355

61,957

17,171

59,268

Total financial income

113,508

339,030

80,788

239,970

 

 

 

 

 

Financial net before the exchange rate changes

(44,699)

(178,173)

(15,734)

(312,472)

Exchange rate changes, net:

 

 

 

 

Exchange variation on loans and financing (i)

(466,324)

(322,976)

78,644

36,021

Other Exchange rate changes

(61)

(69)

(18)

(178)

Active Exchange variation

386

(14,564)

25

154

 

(465,999)

(337,609)

78,651

35,997

 

 

 

 

 

Net financial

(510,698)

(515,782)

62,917

(276,475)

 

 

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CONSOLIDATED

Description

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

Cost of sales and services provided:

 

 

 

 

Interest and charges on loans and financing - local currency

(77,991)

(274,159)

(100,823)

(283,719)

Interest and charges on loans and financing -

foreign currency

(23,155)

(60,303)

(11,675)

(39,156)

Other financial expenses

(34,273)

(71,548)

(66,479)

(135,316)

Income tax on shipping abroad

(2,316)

(6,828)

(654)

(2,294)

Monetary variation on loans and financing

(7,862)

(42,689)

(15,438)

(64,275)

Other Monetary variation

(18,909)

(24,065)

(27,850)

(41,753)

Financial Provisions for contingencies

6,033

(38,137)

126,397

14,071

Total financial expenses

(158,473)

(517,729)

(96,522)

(552,442)

 

 

 

 

 

Financial income:

 

 

 

 

Monetary variation gains

17,386

64,794

20,090

90,954

Income from financial investments

70,859

212,438

43,548

89,807

Interest and others

25,356

61,980

17,171

59,268

Total financial income

113,601

339,212

80,809

240,029

 

 

 

 

 

Financial net before the exchange rate changes

(44,872)

(178,517)

(15,713)

(312,413)

Exchange rate changes, net:

 

 

 

 

Exchange variation on loans and financing (i)

(466,324)

(322,977)

78,644

36,021

Other Exchange rate changes

(61)

(69)

(18)

(178)

Active Exchange variation

386

(14,561)

25

154

 

(465,999)

(337,607)

78,651

35,997

 

 

 

 

 

Net financial

(510,871)

(516,124)

62,938

(276,416)

 

 

(i) Increase in foreign exchange variance on external loans and financings generating positive impact as a result of the appreciation of the US dollar in 2011 against a depreciation in 2010

 

 

20.       OTHER OPERATING INCOME (EXPENSES), NET

 

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

 

 

HOLDING

 

3rd qtr/11

 

Jan-Sep/11

 

3rd qtr/10

 

Jan-Sep/10

Other operating income (i)

(2,434)

 

63,889

 

11,016

 

30,369

Cofins e pasep

303

 

(5,831)

 

(1,607)

 

(3,866)

Other operating income net

(2,131)

 

58,058

 

9,409

 

26,503

Other operating expenses

(10,540)

 

(19,346)

 

(4,922)

 

(18,375)

Other operating income (expenses), net

(12,671)

 

38,712

 

4,487

 

8,128

 

 

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CONSOLIDATED

 

3rd qtr/11

 

Jan-Sep/11

 

3rd qtr/10

 

Jan-Sep/10

Other operating income (i)

(2,406)

 

63,975

 

11,016

 

30,369

Cofins e pasep

303

 

(5,831)

 

(1,607)

 

(3,866)

Other operating income net

(2,103)

 

58,144

 

9,409

 

26,503

Other operating expenses

(10,540)

 

(19,346)

 

(4,922)

 

(18,375)

Other operating income (expenses), net

(12,643)

 

38,798

 

4,487

 

8,128

 

Other operating income are comprised by sale of fixed assets, sales of public notices, as well as indemnifications and reimbursement of expenses, lease of real estate, water for reuse, Pura and Aqua log’s projects and services.

 

Other operating expenses are substantially comprised by write-off of fixed assets due to obsolescence, discontinued works, non productive wells, economic unviable projects and loss of fixed assets.

 

(i)        Other operating revenue presented an increase mainly due to the adherence to the contract  for Alienation of Exclusivity Right of deposits of payments of the employees of Sabesp with Nossa Caixa and Banco do Brasil.

 

 

21.       BUSINESS SEGMENT INFORMATION  

 

The Company's management has defined operating segments based  on  account balances in  Brazilian GAAP, used  for making strategic decisions.

 

The Company's management considers the deal  as  providing  water and sewer service. No  operating segment was  added

 

Information by  business segment for  the period ended September 30, 2011 are as follows: 

 

 

 

CONSOLIDATED

 

 

January to September of 2011

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewer

 

Reconciliation to
Financial
Statements

 

Balance
 according to the
Financial
Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services – from external customers

 

3,348,872

 

2,698,811

 

1,621,183

 

7,668,866

 

 

 

 

 

 

 

 

 

Deductions

 

(242,967)

 

(195,844)

 

-

 

(438,811)

 

 

 

 

 

 

 

 

 

Net sales and services - from
external customers

 

3,105,905

 

2,502,967

 

1,621,183

 

7,230,055

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(2,475,864)

 

(1,498,864)

 

(1,582,560)

 

(5,557,288)

 

 

 

 

 

 

 

 

 

Operating profit before other expenses
Net operating

 

630,041

 

1,004,103

 

38,623

 

1,672,767

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

38,798

 

 

 

 

 

 

 

 

 

Profit from operations before financial and tax

 

 

 

 

 

 

 

1,711,565

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

307,789

 

264,767

 

-

 

572,556

 

                                                              Page: 80


 

 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

 

Information by business segment for the period ended September 30, 2010 are as follows:

 

 

 

CONSOLIDATED

 

 

January to September of 2010

 

 

 

 

 

 

 

 

 

 

 

Water

 

Sewer

 

Reconciliation to
Financial
Statements

 

Balance
according to the
Financial
Statements

 

 

 

 

 

 

 

 

 

Gross revenue from sales and services - from
external customers

 

3,266,249

 

2,500,349

 

1,431,460

 

7,198,058

 

 

 

 

 

 

 

 

 

Deductions

 

(231,758)

 

(177,414)

 

-

 

(409,172)

 

 

 

 

 

 

 

 

 

Net sales and services - from
external customers

 

3,034,491

 

2,322,935

 

1,431,460

 

6,788,886

 

 

 

 

 

 

 

 

 

Costs and expenses Selling and administrative

 

(2,151,375)

 

(1,206,344)

 

(1,497,113)

 

(4,854,832)

 

 

 

 

 

 

 

 

 

Operating profit before other expenses
Net operating

 

883,116

 

1,116,591

 

(65,653)

 

1,934,054

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

8,128

 

 

 

 

 

 

 

 

 

Profit from operations before financial and tax

 

 

 

 

 

 

 

1,942,182

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

236,480

 

202,779

 

(6,340)

 

432,919

 

 

Operating profit of the parent totals the amount of R$1,710,183 (Sep/2010 - R$1,942,241), being the difference of R$1,382 (Sep/2010 - R$59) represented by the financial results and income tax and social contribution of controlled together.

 

The adjustments in gross revenue from sales and services are as follows:

 

 

January to September

 

2011

 

2010

 

 

 

 

Reclassificação de receitas que não são consideradas virtualmente certas (a)

-

 

(128,248)

Receita bruta de construção referente ao ICPC 01 (b)

1,621,183

 

1,559,708

 

1,621,183

 

1,431,460

 

Adjustments to cost, selling expenses and administrative expenses are as follows:

 

 

January to September

 

2011

 

2010

 

 

 

 

Reclassification of allowance for losses (a)

-

 

128,248

Construction cost related to the ICPC 01 (b)

(1,582,560)

 

(1,523,861)

Other adjustments (c) 

-

 

(101,500)

 

(1,582,560)

 

(1,497,113)

 

(a)        Reclassification for services rendered at wholesale to municipalities in the metropolitan region of Sao Paulo, whose receipt is virtually certain and that should not be recognized as revenue for CPC / IFRS.

 

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(b)       The revenue of construction is recognized as CPC 17, "Construction Contracts (IAS 11) using the percentage method of execution.

 

(c)        Other adjustments relate primarily to pension plans, taxes, depreciation, amortization, capitalization of borrowing costs and donations.

 

 

22.       EQUITY  

 

(a) Authorized capital

 

The Company is authorized to increase its capital up to the limit of $ 10,000,000 (Dec/10 - R$10,000,000) by the Board of Directors and Audit Committee heard.

 

(b) Capital subscribed and paid

 

The subscribed and paid-up consists of 227,836,623 ordinary shares (Dec/10 - 227,836,623), book entry shares, without par value, as follows:

 

 

Number of shares

%

Department of Finance

114,508,086

50.26

Brazilian Clearing and Depository

50,988,965

22.38

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

61,905,380

27.17

Other

434,192

0.19

 

227,836,623

100.00

 

(*) each ADR equals two shares

 

The additional dividend proposed, in the amount of R$68,761, referring to the fiscal year of 2010, was approved in the General Shareholders’ Meeting of April 28, 2011.

 

Further information on equity, such as remuneration to shareholders, object and purpose of reserves are found in footnote 18 of the Annual Financial Statements December 31, 2010.

 

 

23. EARNINGS PER SHARE

 

(a)        Basic and diluted

 

Basic earnings per share is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares issued during the.

 

 

3rd qtr/11

Jan-Sep/11

3rd qtr/10

Jan-Sep/10

 

 

 

 

 

Profit attributable to shareholders

67,964

730,405

437,018

1,055,512

Weighted average number of common shares issued (in thousand of shares)

 

227,836

227,836

227,836

227,836

 

 

 

 

 

Basic and diluted earnings per share (dollars per share)

0.29830

3.20584

1.91813

4.63277

 

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The Company had no potential common shares outstanding, such as debt convertible into common shares. Thus, the basic and diluted earnings per share are the same.

 

 

24.       COMMITMENTS 

 

(i) operational Rentals

 

On September 30, 2011, rents have contracted operational require minimum payments as follows:

 

2011

41,822

2012

60,771

2013

42,544

2014

9,184

Total

154,321

 

The rental expenses for the periods ended September 30, 2011 and 2010 were R$7,621 and R$7,129, respectively. The figures refer to the following accounts: real estate rentals, rental of machinery and equipment, rental of computer equipment, car rentals, automotive equipment rental and leasing of copying machines. The contracts of lease operating close in 2014.

 

(ii)       Electricity 

 

The Company has long-term contracts for firm commitments with suppliers of electricity for own use. On September 30, 2011 the main values of contracts of this type are as follows:

 

2011

221,739

2012

228,450

2013

88,372

2014

83,565

2015

80,024

Total

702,150

 

The cost of electricity for the periods ended September 30, 2011 and 2010 were R$144,035 and R$132,315 respectively. The agreements contain strong demand in 2015.

 

 

25.       CONTRACTING WITH THE MUNICIPALITY OF SÃO PAULO

 

No change or relevant information, according to note 26 of the Annual Financial Statements December 31, 2010.

 

 

26.       SUBSEQUENT EVENT

 

9th Issue of Debentures

 

On 10/15/2011 the Company exercised the right to the early redemption of the totality of debentures outstanding of the first and second series of the 9th issue.

 

 

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY

 

1.         EVOLUTION OF THE INVOLVEMENT OF DRIVER, DIRECTORS AND OFFICERS

 

 

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

Position at September 30, 2011

Shareholder

Number of Common Shares

(In units)

%

Total Number

of Shares

(In units)

%

Controlling Shareholder

 

 

 

 

State Finance Department

114,508,086

50.3%

114,508,086

50.3%

Management

 

 

 

 

Board of Directors

2,009

0

2,009

0

Executive Board

603

0

603

0

 

 

 

 

 

Supervisory Board

-

-

-

-

 

 

 

 

 

Treasury Shares

-

-

-

-

 

 

 

 

 

Other Shareholders

 

 

 

 

 

 

 

 

 

Total

114,510,698

50.3%

114,510,698

50.3%

 

 

 

 

 

Outstanding Shares

113,325,925

49.7%

113,325,925

49.7%

 

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%

 

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ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

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, 2011

(In Shares)

 

Common Shares

Total

Shareholder

Number

%

Number

%

State Finance Department

114,508,086

50.3

114,508,086

50.3

 

 

 

                                                              Page: 85


 

ITR - QUARTERLY INFORMATION     09/30/2011 CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO

 

 

Opinions and Statements / Report of the Special Review-Without Reservation

 

 

Report on Review of Quarterly Information

 

 

To the Board of Directors and Stockholders

Companhia de Saneamento Básico do

Estado de São Paulo – SABESP           

 

 

 

                                                              Page: 86


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: December 27, 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.