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 May, 2017
(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):

 

Table of Contents

C ompan y I nforma t i o n    
Capital Breakdown   1  
C as h Pr o ce e ds   2  
Parent C ompan y s F i n an c i a l St at em e n ts    
S t a t eme n t o f F i n an c i a l Po s it i on - A sset   3  
S t a t eme n t o f F i n an c i a l Po s it i on - L i ab il i ti e s   4  
Income Stateme n t   6  
S t a t eme n t o f Co mp r eh en s i v e I nc ome   7  
S t a t eme n t o f Ca s h F l o ws   8  
Stat emen t s o f C ha ng es in Eq u i t y    

01 / 0 1 / 20 17 t o 03 / 31 / 2 01 7  

10  

01 / 0 1 / 2016 to 03/31/2016  

11  
Statement of Value Added   12  
C ommen t s o n t he Company’s Performance   13  
Notes to the Inter i m F i n an c i a l In f o r ma t i o n   20  
C ommen t s o n t he Co mp an y s Pr o j e c t i o ns   76  
Other Information Deemed as Relevant b y t he Com pa ny   77  
R ep or t s a n d S ta t em e nt s    
Un q u a l if i e d Re p o r t s o n S pe c ia l Re v i e w   79  

 


 

Company Information / Capital Breakdown

Number of Shares   Current Quarter  
(Units)   03/31/2017  
Paid-in Capital    
Common   683,509,869  
Preferred   0  
Total   683,509,869  
Treasury Shares    
Common   0  
Preferred   0  
Total   0  

 

 

 

PAGE: 1 of 80


 

Company Information / Cash Proceeds

Event   Approval   Proceeds   Date of Payment   Type of Payment   Class of Share   Earnings per Share  
            (Reais / share)  
Board of Directors’   03/27/2017   Interest on Capital     Common     1.20480  
M eet i n g              

 

PAGE: 2 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Financial Position – Assets

(R$ thousand)      
Code   Description   Current Quarter   Previous Year  
    03/31/2017   12/31/2016  
1   Total Assets   37,298,458   36,745,034  
1.01   Current Assets   3,988,042   3,823,635  
1.01.01   Cash and Cash Equivalents   1,983,822   1,886,221  
1.01.03   Accounts Receivable   1,788,876   1,760,025  
1.01.03.01   Trade Receivables   1,580,821   1,557,472  
1.01.03.02   Other Receivables   208,055   202,553  
1.01.03.02.01 Related-Party Balances and Transactions 208,055   202,553  
1.01.04   Inventories   64,085   58,002  
1.01.06   Recoverable Taxes   14,195   42,633  
1.01.06.01   Current Recoverable Taxes   14,195   42,633  
1.01.08   Other Current Assets   137,064   76,754  
1.01.08.03   Other   137,064   76,754  
1.01.08.03.01 Restricted Cash 21,999   24,078  
1.01.08.03.20 Other Receivables 115,065   52,676  
1.02   Noncurrent Assets   33,310,416   32,921,399  
1.02.01   Long-Term Assets   1,254,765   1,283,164  
1.02.01.03   Accounts Receivable   161,786   153,834  
1.02.01.03.01 Trade Receivables 161,786   153,834  
1.02.01.06   Deferred Taxes   175,320   186,345  
1.02.01.06.01 Deferred Income Tax and Social Contribution 175,320   186,345  
1.02.01.08   Receivables from Related Parties   647,891   669,156  
1.02.01.08.03 Receivables from Controlling Shareholders 647,891   669,156  
1.02.01.09   Other Noncurrent Assets   269,768   273,829  
1.02.01.09.04 Escrow Deposits 65,089   77,915  
1.02.01.09.05 ANA – Water National Agency 82,676   81,221  
1.02.01.09.20 Other Receivables 122,003   114,693  
1.02.02   Investments   90,904   89,064  
1.02.02.01   Equity Investments   32,966   31,096  
1.02.02.01.04 Other Equity Investments 32,966   31,096  
1.02.02.02   Investment Properties   57,938   57,968  
1.02.03   Property, Plant and Equipment   284,180   302,383  
1.02.04   Intangible Assets   31,680,567   31,246,788  
1.02.04.01   Intangible Assets   31,680,567   31,246,788  
1.02.04.01.01 Concession Contracts 8,940,391   8,864,607  
1.02.04.01.02 Program Contracts 7,438,613   7,399,237  
1.02.04.01.03 Service Contracts 14,854,473   14,552,707  
1.02.04.01.04 Software License 447,090   430,237  

 

 

PAGE: 3 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Parent Company’s Financial Statements / Statement of Financial Position – Liabilities

 

Code

Description

Current Quarter

Previous Year

 

 

03/31/2017

12/31/2016

2

Total Liabilities

37,298,458

36,745,034

2.01

Current Liabilities

4,369,417

4,302,508

2.01.01

Labor and Pension Plan Liabilities

454,654

458,299

2.01.01.01

Social Security Liabilities

24,925

43,257

2.01.01.02

Labor Liabilities

429,729

415,042

2.01.02

Trade Payable

201,694

311,960

2.01.02.01

Domestic Suppliers

201,694

311,960

2.01.03

Tax Liabilities

168,754

168,757

2.01.03.01

Federal Tax Liabilities

157,046

159,176

2.01.03.01.01

Income Tax and Social Contribution Paid

32,547

0

2.01.03.01.02

PIS-PASEP and COFINS (taxes on revenue) Payable

68,866

49,132

2.01.03.01.03

INSS (social security contribution) Payable

35,061

35,376

2.01.03.01.20

Other Federal Taxes

20,572

74,668

2.01.03.02

State Tax Liabilities

3,346

0

2.01.03.03

Municipal Tax Liabilities

8,362

9,581

2.01.04

Borrowings and Financing

1,444,967

1,246,567

2.01.04.01

Borrowings and Financing

586,499

635,701

2.01.04.01.01

In Local Currency

219,680

269,042

2.01.04.01.02

In Foreign Currency

366,819

366,659

2.01.04.02

Debentures

843,985

595,952

2.01.04.03

Financing through Finance Lease

14,483

14,914

2.01.05

Other Liabilities

1,386,385

1,386,591

2.01.05.01

Payables to Related Parties

1,306

1,853

2.01.05.01.03

Payables to Controlling Shareholders

1,306

1,853

2.01.05.02

Other

1,385,079

1,384,738

2.01.05.02.01

Dividends and Interest on Capital Payable

700,034

700,034

2.01.05.02.04

Services Payable

437,215

460,054

2.01.05.02.05

Refundable Amounts

13,331

12,240

2.01.05.02.06

Program Contract Commitments

110,098

109,042

2.01.05.02.07

Public-Private Partnership - PPP

32,533

31,898

2.01.05.02.09

Indemnities

10,262

9,379

2.01.05.02.20

Other Payables

81,606

62,091

2.01.06

Provisions

712,963

730,334

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

177,593

180,165

2.01.06.01.01

Tax Provisions

32,698

27,677

2.01.06.01.02

Social Security and Labor Provisions

45,324

47,873

2.01.06.01.04

Civil Provisions

99,571

104,615

2.01.06.02

Other Provisions

535,370

550,169

2.01.06.02.03

Provisions for Environmental Liabilities and Decommissioning

10,815

10,691

2.01.06.02.04

Provisions for Customers

453,925

462,965

2.01.06.02.05

Provisions for Suppliers

70,630

76,513

2.02

Noncurrent Liabilities

16,835,468

17,023,315

2.02.01

Borrowings and Financing

10,296,502

10,717,576

2.02.01.01

Borrowings and Financing

7,330,629

7,244,771

2.02.01.01.01

In Local Currency

2,121,180

1,951,067

2.02.01.01.02

In Foreign Currency

5,209,449

5,293,704

 

 

PAGE: 4 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Parent Company’s Financial Statements / Statement of Financial Position – Liabilities

Code

Description

Current Quarter

Previous Year

 

 

31/03/2017

31/12/2016

2.02.01.02

Debentures

2,426,175

2,935,203

2.02.01.03

Financing through Finance Lease

539,698

537,602

2.02.02

Other Payables

6,066,120

5,862,998

2.02.02.02

Other

6,066,120

5,862,998

2.02.02.02.04

Pension Plan Liabilities

3,288,029

3,265,250

2.02.02.02.05

Program Contract Commitments

70,573

69,051

2.02.02.02.06

Public-Private Partnership - PPP

2,394,656

2,217,520

2.02.02.02.07

Indemnities

13,163

11,247

2.02.02.02.08

Labor Liabilities

29,847

29,625

2.02.02.02.09

Deferred COFINS / PASEP

137,771

138,071

2.02.02.02.20

Other Payables

132,081

132,234

2.02.04

Provisions

472,846

442,741

2.02.04.01

Tax, Pension Plan, Labor and Civil Provisions

293,925

287,590

2.02.04.01.01

Tax Provisions

39,835

39,234

2.02.04.01.02

Pension Plan and Labor Provisions

240,216

234,338

2.02.04.01.04

Civil Provisions

13,874

14,018

2.02.04.02

Other Provisions

178,921

155,151

2.02.04.02.03

Provisions for Environmental Liabilities and Decommissioning

149,142

138,431

2.02.04.02.04

Provisions for Customers

12,363

12,074

2.02.04.02.05

Provisions for Suppliers

17,416

4,646

2.03

Equity

16,093,573

15,419,211

2.03.01

Paid-Up Capital

10,000,000

10,000,000

2.03.04

Profit Reserve

6,244,859

6,244,859

2.03.04.01

Legal Reserve

932,310

932,310

2.03.04.08

Additional Dividend Proposed

62,719

62,719

2.03.04.10

Reserve for Investments

5,249,830

5,249,830

2.03.05

Retained Earnings/Accumulated Losses

674,362

0

2.03.06

Other Comprehensive Income

-825,648

-825,648

 

 

PAGE: 5 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Parent Company’s Financial Statements / Income Statements

(R$ thousand)      
Code   Description   YTD Current Year   YTD Previous Year  
    01/01/2017 to 03/31/2017   01/01/2016 to 03/31/2016  
3.01   Revenue from Sales and/or Services   3,558,825   3,027,842  
3.02   Cost of Sales and/or Services   -2,061,416   -1,941,276  
3.02.01   Cost of Sales and/or Services   -1,354,187   -1,328,890  
3.02.02   Construction Cost   -707,229   -612,386  
3.03   Gross Profit   1,497,409   1,086,566  
3.04   Operating Income/Expenses   -465,380   -457,903  
3.04.01   Selling Expenses   -238,680   -205,278  
3.04.02   General and Administrative Expenses   -239,134   -260,194  
3.04.04   Other Operating Income   8,697   7,629  
3.04.04.01   Other Operating Income   11,568   10,144  
3.04.04.02   COFINS and PASEP   -2,871   -2,515  
3.04.05   Other Operating Expenses   1,867   -2,147  
3.04.05.01   Loss on Write-off of Property, Plant and Equipment Items   2,066   931  
3.04.05.04   Surplus Cost of Electricity Sold   0   -2,955  
3.04.05.20   Other   -199   -123  
3.04.06   Equity Results   1,870   2,087  
3.05   Income before Financial Result and Taxes   1,032,029   628,663  
3.06   Financial Result   3,798   340,160  
3.06.01   Financial Income   80,898   140,236  
3.06.01.01   Financial Income   84,551   146,752  
3.06.01.02   Exchange Gains   279   39  
3.06.01.03   COFINS and PASEP   -3,932   -6,555  
3.06.02   Financial Expenses   -77,100   199,924  
3.06.02.01   Financial Expenses   -166,488   -283,356  
3.06.02.02   Exchange Adjustments On Liabilities   89,388   483,280  
3.07   Earnings Before Income Tax   1,035,827   968,823  
3.08   Income Tax and Social Contribution   -361,465   -340,034  
3.08.01   Current   -350,440   -338,989  
3.08.02   Deferred   -11,025   -1,045  
3.09   Net Result from Continued Operations   674,362   628,789  
3.11   Profit/Loss for the Period   674,362   628,789  
3.99   Earnings per Share - (Reais / Share)      
3.99.01   Basic Earnings per Share      
3.99.01.01   Common Share   0.98662   0.91994  
3.99.02   Diluted Earnings per Share      
3.99.02.01   Common Share   0.98662   0.91994  

 

PAGE: 6 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Comprehensive Income

(R$ thousand)      
Code   Description   YTD Current Year   YTD Previous Year  
    01/01/2017 to 03/31/2017   01/01/2016 to 03/31/2016  
4.01   Net Income for the Period   674,362   628,789  
4.3   Comprehensive Income for the Period   674,362   628,789  

 

 

PAGE: 7 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)      
Code   Description   YRD Current Year   YTD Previous Year  
    01/01/2017 to 03/31/2017   01/01/2016 to 03/31/2016  
6.01   Net Cash from Operating Activities   763,612   732,647  
6.01.01   Cash from Operations   1,636,617   1,212,445  
6.01.01.01   Profit (Loss) before Income Tax and Social Contribution   1,035,827   968,823  
6.01.01.02   Provision and Inflation Adjustments on Provisions   62,657   122,301  
6.01.01.04   Finance Charges from Customers   -60,716   -67,055  
6.01.01.05   Residual Value of Property, Plant and Equipment,   11,314   339  
  Intangible Assets and Investment Properties Written-off      
6.01.01.06   Depreciation and Amortization   331,948   284,656  
6.01.01.07   Interest on Borrowings and Financing Payable   90,640   136,821  
6.01.01.08   Monetary and Exchange Change on Borrowings and   -67,648   -430,351  
  Financing      
6.01.01.09   Interest and Monetary Changes on Liabilities   2,950   9,967  
6.01.01.10   Interest and Monetary Changes on Assets   -10,569   -50,977  
6.01.01.11   Allowance for Doubtful Accounts   86,136   56,078  
6.01.01.12   Provision for Consent Decree (TAC)   2,314   1,073  
6.01.01.13   Equity Results   -1,870   -2,087  
6.01.01.14   Provision for Sabesprev Mais   0   2,277  
6.01.01.15   Other Adjustments   -12,295   -6,900  
6.01.01.16   Transfer of Funds to São Paulo Municipal Government   104,360   97,402  
6.01.01.17   Construction Margin over Intangible Assets Resulting from   -15,699   -12,894  
  Concession Contracts      
6.01.01.18   Pension Plan Liabilities   77,268   102,972  
6.01.02   Changes in Assets and Liabilities   -387,509   -205,275  
6.01.02.01   Trade Receivables   -49,660   -90,341  
6.01.02.02   Related-Party Balances and Transactions   16,050   17,534  
6.01.02.03   Inventories   -6,047   7,242  
6.01.02.04   Recoverable Taxes   28,438   61,897  
6.01.02.05   Other Receivables   -71,154   -32,345  
6.01.02.06   Escrow Deposits   16,047   9,422  
6.01.02.08   Contractors and Suppliers   -29,084   -5,380  
6.01.02.09   Payroll, Provisions and Social Contribution   -5,959   19,538  
6.01.02.10   Pension Plan Liabilities   -54,489   -42,827  
6.01.02.11   Taxes and Contributions Payable   -78,771   -85,300  
6.01.02.12   Services Payable   -127,199   -1,705  
6.01.02.13   Other Liabilities   24,542   -12,079  
6.01.02.14   Provisions   -49,923   -52,287  
6.01.02.15   Deferred COFINS/PASEP   -300   1,356  
6.01.03   Other   -485,496   -274,523  
6.01.03.01   Interest Paid   -213,824   -228,369  
6.01.03.02   Income Tax and Social Contribution Paid   -271,672   -46,154  
6.02   Net Cash from Investing Activities   -529,408   -411,287  
6.02.01   Acquisition of Intangible Assets   -520,886   -400,978  
6.02.02   Acquisition of Property, Plant and Equipment   -10,601   -12,906  
6.02.04   Restricted Cash   2,079   2,597  
6.03   Net Cash from Financing Activities   -136,603   -528,698  

 

 

PAGE: 8 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)      
Code   Description   YRD Current Year   YTD Previous Year  
    01/01/2017 to 03/31/2017   01/01/2016 to 03/31/2016  
6.03.01   Funding   275,208   174,708  
6.03.02   Amortization   -403,698   -662,193  
6.03.04   Public-Private Partnership - PPP   -7,741   -8,111  
6.03.05   Program Contract Commitments   -372   -33,102  
6.05   Increase (Decrease) in Cash and Cash Equivalents   97,601   -207,338  
6.05.01   Opening Cash and Cash Equivalents   1,886,221   1,639,214  
6.05.02   Closing Cash and Cash Equivalents   1,983,822   1,431,876  

 

PAGE: 9 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity / 01/01/2017 to 03/31/2017      
 
(R$ thousand)              
Code   Description   Paid-up   Capital Reserves,   Profit Reserves   Retained Earnings /   Other Comprehensive   Total Equity  
    Capital   Options Granted and     Accumulated Losses   Income    
      Treasury Shares          
5.01   Opening Balances   10,000,000   0   6,244,859   0   -825,648   15,419,211  
5.03   Restated Opening Balances   10,000,000   0   6,244,859   0   -825,648   15,419,211  
5.05   Total Comprehensive Income   0   0   0   674,362   0   674,362  
5.05.01   Net Income for the Period   0   0   0   674,362   0   674,362  
5.07   Closing Balances   10,000,000   0   6,244,859   674,362   -825,648   16,093,573  

 

 

PAGE: 10 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Changes in Equity / 01/01/2016 to 03/31/2016      
 
(R$ thousand)              
Code   Description   Paid-up   Capital Reserves,   Profit Reserves   Retained Earnings /   Other Comprehensive   Total Equity  
    Capital   Options Granted and     Accumulated Losses   Income    
      Treasury Shares          
5.01   Opening Balances   10,000,000   0   4,069,988   0   -353,382   13,716,606  
5.03   Restated Opening Balances   10,000,000   0   4,069,988   0   -353,382   13,716,606  
5.05   Total Comprehensive Income   0   0   0   628,789   0   628,789  
5.05.01   Net Income for the Period   0   0   0   628,789   0   628,789  
5.07   Closing Balances   10,000,000   0   4,069,988   628,789   -353,382   14,345,395  

 

 

PAGE: 11 of 80


 

ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Parent Company’s Financial Statements / Statement of Value Added    
 
(R$ thousand)      
Code   Description   YTD Current Year   YTD Previous Year  
    01/01/2017 to 03/31/2017   01/01/2016 to 03/31/2016  
7.01   Revenue   3,677,651   3,149,974  
7.01.01   Operating Revenue   3,029,291   2,570,628  
7.01.02   Other Revenue   11,568   10,144  
7.01.03   Revenue from Construction   722,928   625,280  
7.01.04   Allowance for/Reversal of Doubtful Accounts   -86,136   -56,078  
7.02   Inputs Acquired from Third Parties   -1,257,582   -1,266,547  
7.02.01   Costs of Sales and Services   -1,055,933   -1,059,023  
7.02.02   Materials, Electricity, Outside Services and Others   -203,516   -205,377  
7.02.04   Other   1,867   -2,147  
7.03   Gross Value Added   2,420,069   1,883,427  
7.04   Retentions   -331,948   -284,656  
7.04.01   Depreciation, Amortization and Depletion   -331,948   -284,656  
7.05   Net Value Added Produced   2,088,121   1,598,771  
7.06   Wealth Received in Transfer   86,700   148,878  
7.06.01   Equity Results   1,870   2,087  
7.06.02   Finance Income   84,830   146,791  
7.07   Total Value Added to Distribute   2,174,821   1,747,649  
7.08   Value Added Distribution   2,174,821   1,747,649  
7.08.01   Personnel   541,307   534,056  
7.08.01.01   Salaries and Wages   363,315   335,347  
7.08.01.02   Benefits   146,150   168,305  
7.08.01.03   Government Severance Indemnity Fund for Employees   31,842   30,404  
  (FGTS)      
7.08.02   Taxes and Contributions   698,920   638,401  
7.08.02.01   Federal   666,858   610,576  
7.08.02.02   Sate   21,586   19,410  
7.08.02.03   Municipal   10,476   8,415  
7.08.03   Value Distributed to Providers of Capital   260,232   -53,597  
7.08.03.01   Interest   243,323   -76,207  
7.08.03.02   Rental   16,909   22,610  
7.08.04   Value Distributed to Shareholders   674,362   628,789  
7.08.04.03   Retained Earnings / Accumulated Loss for the Period   674,362   628,789  

 

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Performance

1.       Financial highlights
 
          R$ million  
    1Q17   1Q16    Chg. (R$)   %  
  Gross operating revenue   3,029.3   2,570.6   458.7   17.8  
  Construction revenue   722.9   625.3   97.6   15.6  
  COFINS and PASEP taxes   (193.4)   (168.1)   (25.3)   15.1  
(=)   Net operating revenue   3,558.8   3,027.8   531.0   17.5  
  Costs and expenses   (1,832.0)   (1,794.4)   (37.6)   2.1  
  Construction costs   (707.2)   (612.4)   (94.8)   15.5  
  Equity result   1.8   2.1   (0.3)   (14.3)  
  Other operating revenue (expenses), net   10.6   5.5   5.1   92.7  
(=)   Earnings before financial result, income tax and social contribution   1,032.0   628.6   403.4   64.2  
  Financial result   3.8   340.2   (336.4)   (98.9)  
(=)   Earnings before income tax and social contribution   1,035.8   968.8   67.0   6.9  
  Income tax and social contribution   (361.4)   (340.0)   (21.4)   6.3  
(=)   Net income   674.4   628.8   45.6   7.3  
  Earnings per share* (R$)   0.99   0.92      
* Total shares = 683,509,869          

 

 
Adjusted EBITDA Reconciliation (Non-accounting measures)          
          R$ million  
    1Q17   1Q16   Chg. (R$)   %  
  Net income   674.4   628.8   45.6   7.3  
  Income tax and social contribution   361.4   340.0   21.4   6.3  
  Financial result   (3.8)   (340.2)   336.4   (98.9)  
  Other operating revenues (expenses), net   (10.6)   (5.5)   (5.1)   92.7  
(=)   Adjusted EBIT*   1,021.4   623.1   398.3   63.9  
  Depreciation and amortization   332.0   284.7   47.3   16.6  
(=)   Adjusted EBITDA **   1,353.4   907.8   445.6   49.1  
  (%) Adjusted EBITDA margin   38.0   30.0      
* Adjusted EBIT is net income before: (i) other operating revenues/expenses, net; (ii) financial result; and (iii) income tax and social contribution.  
(**) Adjusted EBITDA is net income before: (i) depreciation and amortization expenses; (ii) income tax and social contribution; (iii) financial result; and (iv)   other operating revenues/expenses, net.
         

 

In 1Q17, net operating revenue, including construction revenue, reached R$ 3,558.8 million; a 17.5% increase compared to the same period in 2016.

Costs and expenses, including construction costs, totaled R$ 2,539.2 million, 5.5% higher than in 1Q16.

Adjusted EBIT, in the amount of R$ 1,021.4 million, grew 63.9% from R$ 623.1 million recorded in 1Q16.

Adjusted EBITDA, in the amount of R$ 1,353.4 million, increased 49.1% from R$ 907.8 million recorded in 1Q16.

The adjusted EBITDA margin was 38.0% in 1Q17 against 30.0% in 1Q16. Excluding construction revenues and construction costs, the adjusted EBITDA margin was 47.2% in 1Q17 (37.2% in 1Q16).

In 1Q17 the Company recorded a net income of R$ 674.4 million, in comparison to a net income of R$ 628.8 million in 1T16.

2. Gross operating revenue

Gross operating revenue from sanitation services, not including construction revenue, totaled R$ 3,029.3 million, an increase of R$ 458.7 million or 17.8%, when compared to the R$ 2,570.6 million recorded in 1Q16.

The main factors that led to this variation were:

· Tariff increase of 8.4% since May 2016;

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Performance

· Increase of 6.0% in the Company’s total billed volume (6.1% in water and 5.9% in sewage); and

· Bonus granted in 1Q16 amounting to R$ 153.8 million, within the Water Consumption Reduction Incentive Program ended in April 2016.

The increase resulting from the above mentioned factors was partially offset by the suspension of the Contingency Tariff in April 2016, in the amount of R$ 160.6 million in 1Q16.

3. Construction revenue

Construction revenue increased R$ 97.6 million or 15.6%, when compared to 1Q16. The variation was mainly due to higher investments in the municipalities served by the Company.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Performance

4. Billed volume

The following tables show the water and sewage billed volume, on quarter-on-quarter basis, per customer category and region.

 
WATER AND SEWAGE BILLED VOLUME (1) PER CUSTOMER CATEGORY - million m 3
    Water       Sewage     Water + Sewage    
Category   1Q17   1Q16   %   1Q17   1Q16   %   1Q17   1Q16   %  
Residential   398.9   380.4   4.9   338.1   320.3   5.6   737.0   700.7   5.2  
Commercial   41.5   40.4   2.7   39.5   38.2   3.4   81.0   78.6   3.1  
Industrial   7.8   7.7   1.3   9.3   9.5   (2.1)   17.1   17.2   (0.6)  
Public   9.9   9.5   4.2   8.7   8.4   3.6   18.6   17.9   3.9  
Total retail   458.1   438.0   4.6   395.6   376.4   5.1   853.7   814.4   4.8  
Wholesale (3)   61.9   52.0   19.0   9.0   5.7   57.9   70.9   57.7   22.9  
Total   520.0   490.0   6.1   404.6   382.1   5.9   924.6   872.1   6.0  

 

WATER AND SEWAGE BILLED VOLUME (1) PER REGION - million m 3
  Water     Sewage     Water + Sewage    
Region   1Q17   1Q16   %   1Q17   1Q16   %   1Q17   1Q16   %  
Metropolitan   292.9   279.0   5.0   254.0   241.5   5.2   546.9   520.5   5.1  
Regional (2)   165.2   159.0   3.9   141.6   134.9   5.0   306.8   293.9   4.4  
Total retail   458.1   438.0   4.6   395.6   376.4   5.1   853.7   814.4   4.8  
Wholesale (3)   61.9   52.0   19.0   9.0   5.7   57.9   70.9   57.7   22.9  
Total   520.0   490.0   6.1   404.6   382.1   5.9   924.6   872.1   6.0  
 
(1) Unaudited
(2) Including coastal and interior region
(3) Reused water volume and non-domestic sewage are included

 

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Performance

5. Costs, administrative, selling and construction expenses

In 1Q17, costs, administrative, selling and construction expenses, grew 5.5% (R$ 132.4 million). Excluding construction costs, total costs and expenses increased by 2.1% (R$ 37.6 million).

As a percentage of net revenue, costs and expenses were 71.3% in 1Q17 compared to 79.5% in 1Q16.

        R$ million  
  1Q17   1Q16   Chg. (R$)   %  
Salaries and payroll charges and Pension plan obligations   588.4   574.3   14.1   2.5  
General supplies   36.0   36.2   (0.2)   (0.6)  
Treatment supplies   71.3   75.1   (3.8)   (5.1)  
Services   282.8   282.4   0.4   0.1  
Electricity   199.7   240.4   (40.7)   (16.9)  
General expenses   209.9   224.6   (14.7)   (6.5)  
Tax expenses   25.8   20.6   5.2   25.2  
Sub-total   1,413.9   1,453.6   (39.7)   (2.7)  
Depreciation and amortization   332.0   284.7   47.3   16.6  
Allowance for doubtful accounts   86.1   56.1   30.0   53.5  
Sub-total   418.1   340.8   77.3   22.7  
Costs, administrative and selling expenses   1,832.0   1,794.4   37.6   2.1  
Construction costs   707.2   612.4   94.8   15.5  
Costs, adm., selling and construction expenses   2,539.2   2,406.8   132.4   5.5  
% of net revenue   71.3   79.5      

 

5.1. Salaries and payroll charges and Pension plan obligations

There was an increase of R$ 14.1 million in 1Q17, mainly due to:

·    Increase of R$ 36.1 million, mostly due to the 10.3% pay rise in May 2016 and the 1% impact related to the Career and Salary Plan since December 2016; and

·    Increase of R$ 2.2 million in expenses related to the Defined Contribution Plan (Sabesprev Mais), as a result of the migration of 3,572 participants of the Defined Benefit Plan (G1) in August 2016.

The above-mentioned increases were partially offset by the R$ 27.2 million decline in G0 Pension Plan and Defined Benefit Plan (G1) expenses, due to: (i) changes in the actuarial assumptions (interest rate); (ii) the migration of employees from the Defined Benefit Plan to the Defined Contribution Plan (in August 2016); and (iii) the beginning of payment of the actuarial deficit by employees as of December 2016, reducing the Company’s expenses.

5.2. Electricity

Electricity expenses totaled R$ 199.7 million in 1Q17, a decrease of R$ 40.7 million or 16.9% in comparison to the R$ 240.4 million in 1Q16. The main factors that contributed to this increase were:

· Average reduction of 17.4% in the free market tariffs, with an 21.2% increase in consumption;

· Average reduction of 27.3% in the grid market tariff (TUSD), with a 21.7% rise in consumption; and

· Average reduction of 14.0% in the regulated market tariffs, with a 10.2%.decrease in consumption.

In 1Q17, the regulated market accounted for 32.3% of the total electricity consumed by the Company, the free market accounted for 34.4% and the grid market accounted for 33.3% of total consumption.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Comments on the Company’s Performance

5.3. General expenses

General expenses decreased R$ 14.7 million, or 6.5%, totaling R$ 209.9 million in 1Q17, versus the R$ 224.6 million recorded in 1Q16, mainly due to the reduction of R$ 23.4 million in provisions for court proceedings in 1Q17, partially offset by a higher provision for the Municipal Fund for Environmental Sanitation and Infrastructure, in the amount of R$ 10.9 million, as a result of the increase in revenues with the municipality of São Paulo.

5.4. Depreciation and amortization

Depreciation and amortization increased R$ 47.3 million or 16.6%, reaching R$ 332.0 million in 1Q17 in comparison to the R$ 284.7 million recorded in 1Q16, largely due to the beginning of operations of intangible assets, in the amount of R$ 2.1 billion.

5.5. Allowance for doubtful accounts

Increase of R$ 30.0 million, mainly resulting from:

·   Increase in default, causing a R$26.5 million impact; and

·   Receipt of non-recurring court-ordered debt payments amounting to R$14.4 million in 1Q16, especially from the city of Guarulhos.

This increase was partially offset by an upturn of R$ 10.8 million in the recovery of funds through agreements in 1Q17.

 
6. Financial result
        R$ million  
  1Q17   1Q16   Chg.   %  
Financial expenses, net of income   (68.9)   (99.8)   30.9   (31.0)  
Net monetary and exchange variation   72.7   440.0   (367.3)   (83.5)  
Financial result   3.8   340.2   (336.4)   (98.9)  

 

6.1. Financial income and expenses          
        R$ million  
  1Q17   1Q16   Chg.   %  
Financial expenses          
Interest and charges on domestic loans and financing   (64.8)   (95.2)   30.4   (31.9)  
Interest and charges on international loans and financing   (22.2)   (37.6)   15.4   (41.0)  
Other financial expenses   (42.1)   (52.5)   10.4   (19.8)  
Total financial expenses   (129.1)   (185.3)   56.2   (30.3)  
Financial income   60.2   85.5   (25.3)   (29.6)  
Financial expenses net of income   (68.9)   (99.8)   30.9   (31.0)  

 

6.1.1. Financial expenses

Decrease of R$ 56.2 million, mainly due to the following events:

· Interest and charges on domestic loans and financing: reduction of R$ 30.4 million, mainly due to a decline in the debt balance following the early amortization of the 19th debenture issue in March 2016, the 10th issue in January 2017 and the 15th issue in February 2017;

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Comments on the Company’s Performance

· Interest and charges on international loans and financing: decrease of R$ 15.4 million, mainly due to the 11% depreciation of the dollar against the real at the close of 1Q17 compared with the close of 1Q16; and

· Other financial expenses: reduction of R$ 10.4 million, due to lower provisioning for interest on court proceedings in 1Q17.

6.1.2. Financial income

Decrease of R$ 25.3 million, mainly due to the lower recognition of interest on installment agreements in 1Q17 compared with 1Q16.

6.2. Monetary and exchange rate variation on assets and liabilities

 
        R$ million  
  1Q17   1Q16   Chg.   %  
Monetary variation on loans and financing   (21.8)   (52.9)   31.1   (58.8)  
Currency exchange variation on loans and financing   89.3   483.3   (394.0)   (81.5)  
Other monetary variations   (15.5)   (45.1)   29.6   (65.6)  
Monetary/exchange rate variation on liabilities   52.0   385.3   (333.3)   (86.5)  
Monetary/exchange rate variation on assets   20.7   54.7   (34.0)   (62.2)  
Monetary/exchange rate variation, net   72.7   440.0   (367.3)   (83.5)  

 

6.2.1. Monetary and exchange rate variation on liabilities

The effect of monetary and currency variations in 1Q17 was R$ 333.3 million less than in 1Q16, mainly due to:

· Reduction of R$ 31.1 million in expenses with monetary variation on loans and financing, due to the lower variation in the IPCA in 1Q17 compared with 1Q16 (0.96% and 2.62%, respectively);

· Decrease of R$ 394.0 million in exchange variation on loans and financing, as a result of the lower depreciation of the dollar and the appreciation of the yen against the real in 1Q17 (-2.8% and +1.9%, respectively), versus devaluation of both currencies in 1Q16 (-8.9% and -2.4%, respectively); and

· Decline of R$ 29.6 million in other monetary variation expenses, chiefly due to the reduction in the provision for court proceedings in 1Q17.

6.2.2. Monetary and exchange rate variation on assets

Decrease of R$ 34.0 million, mainly due to the lower monetary restatement of judicial deposits in 1Q17.

7. Income tax and social contribution

Increase of R$ 21.4 million, mainly due to the upturn in operating revenue. This increase was partially offset by the worse financial result reported in the period, which was impacted by exchange rate oscillations.

PAGE: 18 of 80

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Performance

8.       Indicators
 
8.1. Operating        
 
Operating indicators *   1Q17   1Q16   %  
Water connections (1)   8,703   8,477   2.7  
Sewage connections (1)   7,140   6,917   3.2  
Population directly served - water (2)   24.8   24.5   1.2  
Population directly served - sewage (2)   21.3   21.0   1.4  
Number of Employees   14,086   13,816   2.0  
Water volume produced (3)   700   667   4.9  
IPM - Measured water loss (%)   31.5   29.9   5.4  
IPDt (liters/connection x day)   308   275   12.0  
 
(1)   Total connections, active and inactive, in thousand units at the end of the period
(2)   In million inhabitants, at the end of the period. Not including wholesale
(3)   In millions of cubic meters
(*)   Unaudited

 

8.2.       Economic
Economic Variables at the close of the quarter*   1Q17   1Q16  
Amplified Consumer Price Index Variation (%)   0.96   2.62  
Referential Rate Variation (%)   0.35   0.45  
Interbank Deposit Certificate (%)   12.13   14.13  
US DOLAR (R$)   3.1684   3.5589  
YEN (R$)   0.02844   0.03166  

 

 
9. Loans and financing                
                R$ million  
              2023    
INSTITUTION   2017   2018   2019   2020   2021   2022     Total  
              Onwards    
Local currency                  
Caixa Econômica Federal   45.4   64.6   66.6   68.9   72.4   76.2   773.3   1,167.4  
Debentures   315.2   894.3   1,009.3   420.2   198.4   177.9   254.9   3,270.2  
BNDES   66.0   98.0   111.9   93.9   93.5   93.5   535.5   1,092.3  
Leasing   11.2   28.2   29.7   31.3   33.1   35.0   385.7   554.2  
Others   0.6   1.4   1.3   1.4   1.4   1.4   3.9   11.4  
Interest and other charges   57.3   12.4   -   -   -   -   -   69.7  
Total in local currency   495.7   1,098.9   1,218.8   615.7   398.8   384.0   1,953.3   6,165.2  
Foreign currency                  
IADB   132.9   106.9   106.9   106.8   106.8   106.9   1,049.5   1,716.7  
IBRD   -   -   8.6   17.2   17.2   17.2   197.8   258.0  
Deutsche Bank 350   -   237.6   229.4   -   -   -     467.0  
Eurobond   -   -   -   1,105.9   -   -   -   1,105.9  
JICA   32.4   64.7   109.8   109.8   109.8   109.8   1,118.6   1,654.9  
IDB 1983AB   75.9   75.4   56.1   54.4   24.4   24.3   22.2   332.7  
Interest and other charges   41.1   -   -   -   -   -   -   41.1  
Total in foreign currency   282.3   484.6   510.8   1,394.1   258.2   258.2   2,388.1   5,576.3  
Total   778.0   1,583.5   1,729.6   2,009.8   657.0   642.2   4,341.4   11,741.5  

 

10. Investments

In 2017, investments are expected to reach R$ 2.3 billion, R$ 745.4 million of which were invested in the first quarter of the year, including R$ 189.8 million related to the São Lourenço PPP.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

1       Operations

Companhia de Saneamento Básico do Estado de São Paulo ("SABESP" or the "Company") is a mixed-capital company headquartered in São Paulo, at Rua Costa Carvalho, 300, CEP 05429-900, controlled by the São Paulo State Government. The Company is engaged in the provision of basic and environmental sanitation services in the State of São Paulo, as well as it supplies treated water and sewage services on a wholesale basis.

In addition to providing basic sanitation services in the State of São Paulo, SABESP may performs these activities in other states and countries, and can operate in drainage, urban cleaning, solid waste handling and energy markets. SABESP aims to be a world reference in the provision of sanitation services, in a sustainable, competitive and innovative manner, with a focus on customers.

As of March 31, 2017, the Company operated water and sewage services in 367 municipalities of the State of São Paulo. Most of these municipalities operations are based on 30-year concession, program and services contracts. The Company has two partial contracts with the municipality of Mogi das Cruzes, however, since most of municipality is serviced by wholesale, it was not included in the 367 municipalities. As of March 31, 2017, the Company had 369 contracts.

SABESP is not temporarily operating in some municipalities due to judicial orders. The lawsuits in progress refer to Macatuba and Cajobi, and the carrying amount of these municipalities’ intangible assets was R$4,345 as of March 31, 2017 (R$4,345 as of December 31, 2016).

As of March 31, 2017, 54 concession agreements (54 as of December 31, 2016) had expired and are being negotiated. From March 31, 2017 to 2030, 34 concession agreements will expire. Management believes that concession agreements expired and not yet renewed will result in new contracts, disregarding the risk of discontinuity in the provision of municipal water supply and sewage services. By March 31, 2017, 281 program and services contracts were signed (281 contracts as of December 31, 2016).

As of March 31, 2017, the carrying amount of the underlying assets used in the 54 concessions of the municipalities under negotiation totaled R$6,605,835, accounting for 20.85% of the total, and the related gross revenue for the three-month period ended March 31, 2017 totaled R$458,053, accounting for 12.21% of the total.

The Company’s operations are concentrated in the municipality of São Paulo, which represents 52.86% of the gross revenues as of March 31, 2017 (52.83% as of March 31, 2016) and 46.90% of intangible assets (46.57% as of December 31, 2016).

On June 23, 2010, the State of São Paulo, the Municipality of São Paulo, the Company and the regulatory agency “Sanitation and Energy Regulatory Agency – ARSESP” signed an agreement to share the responsibility for water supply and sewage services to the Municipality of São Paulo based on a 30-year concession agreement. This agreement is extendable for another 30 years, pursuant to the law. This agreement sets forth SABESP as the exclusive service provider and designates ARSESP as regulator, establishing prices, controlling and monitoring services. On the same date, the State of São Paulo, the Municipality of São Paulo and SABESP signed the “Public service provision agreement of water supply and sewage services”, a 30-year concession agreement which is extendable for another 30 years. This agreement involves the following activities:

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

i. protection of the sources of water in collaboration with other agencies of the State and the City;

ii. capture, transport and treatment of water;

iii. collect, transport, treatment and final dispose of sanitary sewage; and

iv. adoption of other actions of basic and environmental sanitation.

The Company operates under an authorization by public deed in some municipalities in the Santos coast region and in the Vale do Ribeira, where the Company started to operate after the merger of the companies that formed it. In September 2015, the Company entered into a water supply and sewage public utility services agreement with the municipality of Santos; the gross revenue calculated in the three-month period ended March 31, 2017 totaled R$76,086 (R$69,304 in the period ended March 31, 2016) and the intangible asset was R$301,243 as of March 31, 2017 (R$303,540 as of December 31, 2016).

Article 58 of Law 11,445/07 determines that precarious and overdue concessions, as well as those effective for an undetermined period of time, including those that do not have an instrument formalizing them, will be valid until December 31, 2010. However, Article 2 of Law 12,693 of July 24, 2012, which amended Article 7°-A of Law 11,578, of November 26, 2007, allowed the provision of public basic sanitation services to be executed until December 31, 2016.

The Company’s Management understands that in the municipalities where the concession agreements were not yet renewed, the operation is governed by Laws 8,987/95 and 11,445/07, including those municipalities served without an agreement.

Public deeds are valid and governed by the Brazilian Civil Code.

The Company's shares have been listed in the Novo Mercado segment of BM&FBovespa under the ticker symbol SBSP3 since April 2002 and on the New York Stock Exchange (NYSE) as American Depositary Receipts (“ADRs”) Level III, under the SBS code, since May 2002.

Since 2008, the Company has been setting up partnerships with other companies, which resulted in the following companies: Sesamm, Águas de Andradina, Saneaqua Mairinque, Aquapolo Ambiental, Águas de Castilho, Attend Ambiental and Paulista Geradora de Energia. Although SABESP has no majority interest in the capital stock of these companies, the shareholders’ agreements provide for the power of veto and casting vote in certain issues jointly with associates, indicating the shared control in the management of investees.

The 2014-2015 period presented the lowest rainfall and inflow ever seen in 85 years, especially in the reservoirs composing the Cantareira System. During the rainy season, from October 2015 to March 2016, and October 2016 to March 2017, rainfall in the region returned to the normal levels expected for the period.

In March 2017, the reservoirs of the São Paulo Metropolitan Region stored 1.5 trillion litters of treatment water, versus 1.2 trillion litters in March 2016 and 589 billion litters in March 2015, including the technical reserve. From December 2016 to May 2017, the Company was authorized to capture 31 m³/s from the Cantareira System, while in most part of 2015, the Company was authorized to capture 13.5 m³/s.

As a result of the normalization of the level of water available in the reservoirs to serve the population of the São Paulo Metropolitan Region, the measures adopted during the water crisis were gradually eliminated and, since May 1, 2016, the Water Consumption Reduction Incentive Program effective since February 2014, and the Contingency Tariff, effective as of January 2015, were cancelled.

However, although the measures adopted in 2014 and 2015 to ensure water supply in the São Paulo Metropolitan Region were discontinued in 2016, billed water volume has not reached pre-crisis levels yet, which is a sign that consumer habits may have changed. Another factor that probably played a role in the decline of consumption was the slowdown in the Brazilian economy.

In March 2017, the water monthly production for the São Paulo Metropolitan Region averaged 62.1 m³/s, compared to 59.4 m³/s in March 2016, 51.3 m³/s in March 2015, 67.4 m³/s in March 2014 and 70.1 m³/s in March 2013, the year before the beginning of the water crisis.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

At the end of 2017 and beginning of 2018 two important projects aimed to increase water security in the São Paulo Metropolitan Region are expected to be concluded, as follows: (i) the Jaguarí-Atibainha interconnection, which will transfer up to 5.13 cubic meters per second (m³/s) from the Paraíba do Sul Basin to the Cantareira System; and (ii) the construction of the São Lourenço Production System, which will expand water production and capacity by 6.4 m³/s.

The Company’s Management expects that with the improvement of water conditions and operating cash, in addition to the lines of credit available for investments, the Company will have sufficient funds to meet its liabilities and not compromise its necessary investments.

The interim financial information was approved by the Board of Directors on May 12, 2017.

2        Basis of preparation and presentation of the financial statements

Presentation of the quarterly financial information

The quarterly financial information as of March 31, 2017, was prepared based on the provisions of CPC 21 (R1) –Interim Financial Information and the international standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), applicable to the preparation of Quarterly Information Form– ITR and they are fairly presented consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM). Therefore, this quarterly financial information takes into consideration the official letter CVM/SNC/SEP 003 of April 28, 2011, which allows the entities to present selected notes to the financial statements, in cases of redundant information already disclosed in the Annual Financial Statements. The interim financial information for March 31, 2017, therefore, does not include all the notes and reporting required by the annual financial statements, and accordingly, shall be read jointly with the Annual Financial Statements as of December 31, 2016, prepared pursuant to the International Financial Reporting Standards –IFRS, issued by the International Accounting Standards Board – IASB and pursuant to the accounting practices adopted in Brazil which observe the pronouncements issued by the Brazilian Accounting Pronouncements Committee- CPC. Therefore, the interim financial information as of March 31, 2017 was not fully completed due to redundancies with the information presented in the annual financial statements of December 31, 2016 and, as provided for in Official Letter/CVM/SNC/SEP no. 003/2011. In this quarterly financial information, the notes below were either not presented or are not as detailed as those in the annual financial statements:

i. Summary of Significant Accounting Policies (Note3);

  ii. Changes in Accounting Practices and Disclosures (Note 4);

  iii. Risk Management – Financial Instruments (Note 5.4);

  iv. Key Accounting Estimates and Judgments(Note6);

v. Related-Party Balances and Transactions (Note 10);

vi. Investments (Note 12); vii. Intangible Assets(Note14);

viii. Borrowings and Financing (Note16);

ix. Deferred Taxes and Contributions(Note18);

x. Provisions(Note19); xi. Employees Benefits (Note20);

xii. Equity (Note22); xiii. Insurance (Note 25);

xiv. Financial Income (Expenses) (Note 28).

The main accounting policies applied in the preparation of these financial statements are defined below. These policies have been applied consistently in all years presented.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

3      Summary of Significant Accounting Policies

The accounting policies used in the preparation of the quarterly financial information for the quarter ended March 31, 2017 are consistent with those used to prepare the Annual Financial Statements for the year ended December 31, 2016. These policies are disclosed in Note 3 to the Annual Financial Statements.

4 Risk Management

4.1 Financial Risk Management

Financial risk factors

The Company's activities are affected by Brazilian economic scenario, making it exposed to market risk (exchange rate and interest rate), credit risk and liquidity risk. The Company’s financial risk management is focused on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

The Company has not utilized derivative instruments in any of the reported periods.

(a) Market risk

Foreign currency risk

SABESP’s foreign exchange exposure implies market risks associated with currency fluctuations, since the Company has foreign currency-denominated liabilities, mainly US dollar and yen-denominated short and long-term borrowings.

The management of SABESP’s foreign currency exposure considers several current and projected economic factors, besides market conditions.

This risk arises from the possibility that the Company may incur in losses due to exchange rate fluctuations that would impact liability balances of foreign currency-denominated borrowings and financing raised in the market and related financial expenses. The Company does not maintain hedge or swap contracts or any derivative financial instrument to hedge against this risk.

A significant amount of the Company’s financial debt is indexed to the U.S. dollar and Yen, in the total amount of R$5,609,025 as of March 31, 2017 (R$5,692,984 as of December 31, 2016). Below, the Company’s exposure to exchange risk:

       
  March 31, 2017   December 31, 2016  
  Foreign     Foreign    
  currency   R$   currency   R$  
 
 
Borrowings and financing – US$   1,234,096   3,910,110   1,241,963   4,047,682  
Borrowings and financing – Yen   58,291,741   1,657,817   57,643,930   1,609,419  
Interest and charges from borrowings and financing –          
US$     37,076     25,114  
Interest and charges from borrowings and financing –          
Yen     4,022     10,769  
Total exposure     5,609,025     5,692,984  
Borrowing cost – US$     (29,822)     (29,650)  
Borrowing cost – Yen     (2,935)     (2,971)  
Total foreign currency-denominated borrowings          
(Note 15)     5,576,268     5,660,363  

 

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO        Version : 1

Notes to the Quarterly Financial Information

The 1% variation in foreign currency-denominated debt from March 31, 2017 to December 31, 2016 was mainly due to the following:

1) Exchange rate changes, due to the 2.8% decrease in the US dollar, from R$3.2591 as of December 31, 2016 to R$3.1684 as of March 31, 2017. The US dollar-denominated debt accounts for 70.3% of foreign currency-denominated debts; and

2) Offset by the 1% increase in the Yen-denominated debt due to the 1.9% increase in the Yen, from R$0.02792 as of December 31, 2016 to R$0.028440 as of March 31, 2017.

As of March 31, 2017, if the Brazilian real had depreciated or appreciated by 10%, in addition to the impacts mentioned above, against the US dollar and Yen with all other variables held constant, effects on results before taxes on the three-month period ended March 31, 2017 would have been R$560,902 (R$569,298 for the year ended December 31, 2016), lower or higher, mainly as a result of exchange losses or gains on the translation of foreign currency-denominated loans.

Scenario I below presents the effect in income statements for the next 12 months, considering the projected rates of the U.S. dollar and the Yen. Considering the other variables as remaining constant, the impacts for the next 12 months are shown in scenarios II and III with possible depreciations of 25% and 50%, respectively, in the Brazilian real.

   
  Scenario I   Scenario II   Scenario  
  (Probable)   (+25%)   III (+50%)  
  (*)      
Net currency exposure as of March 31, 2017 (Liabilities) in        
US$   1,234,096   1,234,096   1,234,096  
 
US$ rate as of March 31, 2017   3.1684   3.1684   3.1684  
Exchange rate estimated according to the scenario   3.4000   4.2500   5.1000  
Differences between the rates   (0.2316)   (1.0816)   (1.9316)  
 
Effect on net financial result R$ - (loss)   (285,817)   (1,334,798)   (2,383,780)  
 
Net currency exposure as of March 31, 2017 (Liabilities) in        
Yen   58,291,741   58,291,741   58,291,741  
 
Yen rate as of March 31, 2017   0.028440   0.028440   0.028440  
Exchange rate estimated according to the scenario   0.02935   0.03669   0.04402  
Differences between the rates   (0.00091)   (0.00825)   (0.01558)  
 
Effect on net financial result R$ - (loss)   (53,045)   (480,907)   (908,185)  
 
Total effect on net financial result in R$ - (loss)   (338,862)   (1,815,705)   (3,291,965)  
 
(*)For the probable scenario in US dollar, the exchange rate estimated for March 31, 2018 was used, pursuant to the Focus  
Report-BACEN, while for the Yen, the average exchange rate was considered for the 12-month period after March 31, 2017,  
according to BM&FBovespa’s Reference Rates report.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

Interest rate risk

This risk arises from the possibility that the Company could incur losses due to fluctuations in interest rates, increasing the financial expenses related to borrowings and financing.

The Company has not entered into any derivative contract to hedge against this risk; however continually monitors market interest rates, in order to evaluate the possible need to replace its debt.

The table below provides the Company's borrowings and financing subject to variable interest rate:

   
    March 31, 2017   December 31, 2016  
TR (i)     1,543,576   1,535,030  
CDI (ii)   844,391   1,082,228  
TJLP (iii)   1,463,516   1,326,631  
IPCA (iv)   1,700,613   1,697,452  
LIBOR (v)   2,801,168   2,906,999  
Interest and charges   82,999   142,644  
Total     8,436,263   8,690,984  
 
(i)   TR – Interest Benchmark Rate      
(ii)   CDI – (Certificado de Depósito Interbancário), an interbank deposit certificate  
(iii)   TJLP – (Taxa de Juros a Longo Prazo), a long-term interest rate index  
(iv)   IPCA – (Índice Nacional de Preços ao Consumidor Amplo), a consumer price index  
(v)   LIBOR - LondonInterbank Offered Rate    

 

Another risk to which the Company is exposed, is the mismatch of the monetary restatement indices of its debts with those of its service revenues. Tariff adjustments of services provided by the Company do not necessarily follow the increases in the inflation indexes to adjust borrowings, financing and interest rates affecting indebtedness

As of March 31, 2017, if interest rates on borrowings and financing had been 1% higher or lower with all other variables held constant, the effects on profit for the three-month period ended March 31, 2017 before taxes would have been R$84,363 (R$86,910 as of December 31, 2016) lower or higher, mainly as a result of a lower or higher interest expense on floating rate borrowings and financing.

(b) Credit risk

Credit risk arises from cash and cash equivalents, deposits in banks and financial institutions, as well as credit exposures to wholesale basis and retail customers, including outstanding accounts receivable, restricted cash and accounts receivable from related parties. Credit risk exposure to customers is mitigated by sales to a dispersed base.

The maximum exposures to credit risk as of March 31, 2017 are the carrying amounts of instruments classified as cash equivalents, deposits in banks and financial institutions, restricted cash, trade receivables and accounts receivable from related parties at the end of the reporting period. See additional information in Notes 6, 7, 8 and 9.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

Regarding the financial assets held with financial institutions, the credit quality that is not past due or subject to impairment can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The credit quality of counterparties which are banks, such as deposits and financial investments, the Company considers the lower rating of the counterparty published by three main international rating agencies (Fitch, Moody's and S&P), according to internal policy of market risk management:

 
  March 31, 2017   December 31, 2016  
Cash at bank and short-term bank deposits      
AA+(bra)   1,954,078   1,850,220  
AAA(bra)   29,522   35,452  
Other (*)   222   549  
  1,983,822   1,886,221  

 

(*)This category includes current accounts and investment funds in banks which have no credit rating information available.

The available credit rating information of the banks, as of March 31, 2017, in which the Company made deposit transactions and financial investments in domestic currency (R$ - domestic rating) during the period is as follows:

    
Banks   Fitch   Moody's   Standard Poor's  
Banco do Brasil S/A   AA+(bra)   Aa1.br   -  
Banco Santander Brasil S/A   AAA(bra)   Aaa.br   brAA-  
Brazilian Federal Savings Bank   AA+(bra)   Aa1.br   brAA-  
Banco Bradesco S/A   AAA(bra)   Aa1.br   brAA-  
Itaú Unibanco Holding S/A   AAA(bra)   Aa1.br   brAA-  

 

(c) Liquidity risk

The Company's liquidity is primarily reliant upon cash provided by operating activities, borrowings from Brazilian Federal and State governmental financial institutions, and financing in the domestic and international capital markets. The liquidity risk management considers the assessment of its liquidity requirements to ensure it has sufficient cash to meet its operating and capital expenditures needs, as well as the payment of debts.

The funds held by the Company are invested in interest-bearing current accounts, time deposits and securities, selecting instruments with appropriate maturity or liquidity sufficient to provide margin as determined by projections mentioned above.

The table below shows the financial liabilities of the Company, into relevant maturities, including the installment of principal and future interest to be paid according to the agreement.

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Notes to the Quarterly Financial Information

           
  April to              
  December           2022    
  2017   2018   2019   2020   2021   onwards   Total  
March 31, 2017                
 
Liabilities                
Borrowings and financing   1,175,957   2,191,200   2,265,800   2,412,508   910,435   6,054,807   15,010,707  
Trade payables and contractors   201,694   -   -   -   -   -   201,694  
Services payable   437,215   -   -   -   -   -   437,215  
Public-Private Partnership – PPP (*)   40,687   361,052   361,052   361,052   361,052   5,414,392   6,899,287  
Program contract commitments   106,413   41,225   29,819   878   1,016   16,799   196,150  

 

(*) The Company also considered future commitments (construction not yet performed) still not recognized in the financial statements related to São Lourenço PPP, due to the relevance of future cash flows, the impacts on its operations and the fact the Company already has formalized this commitment through an agreement signed by the parties.

Future interest

Future interest was calculated based on the contractual clauses for all agreements. For agreements with floating interest rate, the interest rates used correspond to the base dates above.

Cross default

The Company has borrowings and financing agreements including cross default clauses, i.e., the early maturity of any debt, may imply the early maturity of these agreements. The indicators are continuously monitored in order to avoid the execution of these clauses.

(d) Sensitivity analysis on interest rate risk

The table below shows the sensitivity analysis of the financial instruments, prepared in accordance with CVM Rule 475/2008 in order to evidence the balances of main financial assets and liabilities, calculated at a rate projected for the twelve-month period after March 31, 2017, or until the final settlement of each contract, whichever is shorter, considering a probable scenario (scenario I), appreciation of 25% (scenario II) and 50% (scenario III).

The purpose of the sensitivity analysis is to measure the impact of changes in the market over the financial instruments of the Company, considering constant all other variables. In the time of settlement the amounts can be different from those presented, due to the estimates used in the measurement.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

     
March 31, 2017
    Scenario I   Scenario II   Scenario III  
Indicators   Exposure   (Problable) (i)   25%   50%  
 
Assets          
CDI   1,901,971   8.7500%(*)   6.5625%   4.3750%  
Financial income     166,422   124,817   83,211  
 
Liabilities          
CDI   (844,391)   8.7500%(*)   6.5625%   4.3750%  
Interest to be incurred     (73,884)   (55,413)   (36,942)  
 
CDI net exposure   1,057,580   92,538   69,404   46,269  
 
Liabilities          
TR   (1,543,576)   - 0.0023%(***)   -0.0017%   -0.0012%  
Expenses to be incurred     36   26   19  
 
IPCA   (1,700,613)   4.5000%(*)   5.6250%   6.7500%  
Expenses to be incurred     (76,528)   (95,659)   (114,791)  
 
TJLP   (1,463,516)   7.5000% (*)   9.3750%   11.2500%  
Interest to be incurred     (109,764)   (137,205)   (164,646)  
 
LIBOR   (2,801,168)   1.3790% (**)   1.7238%   2.0686%  
Interest to be incurred     (38,628)   (48,287)   (57,945)  
 
Total net expenses to be incurred     (132,346)   (211,721)   (291,094)  
 
(*) Source: CDI and IPCA rates (Focus Report – BACEN, March 31, 2017) and long-term interest rate at  
March 31, 2017 (BACEN).          
(**) Source: Bloomberg          
(***)Source: BM&FBovespa          

 

(i) Refers to the scenario of interest to be incurred for the 12 months as of December 31, 2016 or until the maturity of the agreements, whichever is shorter.

4.2 Capital management

The Company’s objectives when managing capital are ensure its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

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Notes to the Quarterly Financial Information

The Company monitors capital based on the leverage ratio. This ratio corresponds to net debt divided by total capital. Net debt corresponds to total borrowings and financing less cash and cash equivalents. Total capital is calculated as total equity as shown in the balance sheet plus net debt.

 
  March 31, 2017   December 31, 2016  
Total borrowings and financing (Note 15)   11,741,469   11,964,143  
(-) Cash and cash equivalents (Note 6)   (1,983,822)   (1,886,221)  
Net debt   9,757,647   10,077,922  
Total equity   16,093,573   15,419,211  
Total capital   25,851,220   25,497,133  
Leverage ratio   38%   40%  

 

As of March 31, 2017, the leverage ratio decreased to 38% from the 40% as of December 31, 2016, due to the decreased balance of foreign currency-denominated borrowings and financing as a result of the payment of debt-related installments in the period, the 2.8% depreciation of the US dollar and the profit from the three-month period ended March 31, 2017.

4.3 Fair value estimates

It is assumed that balances from trade receivables (current) and accounts payable to suppliers by carrying amount, less impairment approximate their fair values, considering the short maturity. Long-term trade receivables also approximate their fair values, as they will be adjusted by inflation and/or will bear contractual interest rates over time.

4.4 Financial instruments

As of March 31, 2017 and December 31, 2016, the Company did not have financial assets classified as fair value through profit or loss, held to maturity and available for sale neither financial liabilities classified as fair value through profit or loss. The Company’s financial instruments included in the borrowings and receivables category comprise cash and cash equivalents, restricted cash, trade receivables, related parties balances, other receivables, and balances receivable from the Water National Agency – ANA. The financial instruments under the “other liabilities” category comprise accounts payable to contractors and suppliers, borrowings and financing, services payable, balances payable deriving from the Public Private Partnership-PPP and program contract commitments, which are non-derivative financial assets and liabilities with fixed or determinable payments, not quoted in an active market.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

The estimated fair values of financial instruments are as follows:

Financial Assets

     
  March 31, 2017   December 31, 2016  
  Carrying     Carrying    
  amount   Fair value   amount   Fair value  
Cash and cash equivalents   1,983,822   1,983,822   1,886,221   1,886,221  
Restricted cash   21,999   21,999   24,078   24,078  
Trade receivables   1,742,607   1,742,607   1,711,306   1,711,306  
Water National Agency – ANA   82,676   82,676   81,221   81,221  
Other receivables   237,068   237,068   167,369   167,369  

 

Additionally, SABESP has financial instrument assets receivables from related parties, in the amount of R$855,946 as of March 31, 2017 (R$871,709 as of December 31, 2016), which were calculated in accordance with the conditions negotiated’ between related parties. The conditions and additional information referring to these financial instruments are disclosed in Note 9 to this interim financial information and Note 10 to the Annual Financial Statements of December 31, 2016. Part of this balance, totaling R$780,035 (R$788,180 as of December 31, 2016), refers to reimbursement of additional retirement and pension plan - G0 and is indexed by IPCA plus simple interest of 0.5% p.m. This interest rate approximates that one practiced by federal government bonds (NTN-b) with terms similar to those of related-party transactions.

Financial Liabilities

     
  March 31, 2017   December 31, 2016  
  Carrying     Carrying    
  amount   Fair value   amount   Fair value  
Borrowings and financing   11,741,469   12,444,709   11,964,143   11,776,178  
Trade payables and contractors   201,694   201,694   311,960   311,960  
Services payable   437,215   437,215   460,054   460,054  
Program contract commitments   180,671   180,671   178,093   178,093  
Public-Private Partnership – PPP   2,427,189   2,427,189   2,249,418   2,249,418  

 

The criteria adopted to obtain the fair values of borrowings and financing, in preparing the interim financial information as of March 31, 2017, are consistent with those adopted in the Annual Financial Statements for the fiscal year ended December 31, 2016. In the Annual Financial Statements, these criteria are disclosed in Note 5.4.

Considering the nature of other financial instruments, assets and liabilities of the Company, the balances recognized in the balance sheet approximate the fair values, taking into account the maturities close to the end of the reporting period, comparison of contractual interest rates with market rates in similar operations at the end of the reporting period, their nature and maturity terms.

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Notes to the Quarterly Financial Information

5 Key accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and on other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key accounting estimates and judgments are: (i) allowance for doubtful accounts, (ii) intangible assets resulting from concession and program contracts, (iii) provisions, (iv) pension plan liabilities, and (v) deferred income tax and social contribution, and are disclosed in Note 6 to the Annual Financial Statements as of December 31, 2016.

6 Cash and cash equivalents

 
  March 31, 2017   December 31, 2016  
Cash and banks   81,851   137,395  
Cash equivalents   1,901,971   1,748,826  
  1,983,822   1,886,221  

 

Cash and cash equivalents include cash, bank deposits and high-liquidity short-term financial investments, mainly represented by repurchase agreements (accruing CDI interest rates), deposited at Banco do Brasil, whose original maturities are lower than three months, which are convertible into a cash amount and subject to an insignificant risk of change in value.

As of March 31, 2017, the average yield of financial investments corresponds to 99.21% of CDI (99.24% as of December 31, 2016).

7 Restricted cash

 
    March 31, 2017   December 31, 2016  
 
Current        
Agreement with the São Paulo municipal      
government (i)     16,264   15,858  
Brazilian Federal Savings Bank – escrow deposit      
(ii)     400   2,989  
 
Other     5,335   5,231  
 
    21,999   24,078  

 

(i)       Agreement with the municipal government of São Paulo where the Company transfers 7.5% of the Municipal revenue to the Municipal Fund;
(ii)       Refers to savings account for receiving escrow deposits regarding lawsuits with final and unappealable decisions in favor of the Company, which are blocked as per contractual clause.

 

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Notes to the Quarterly Financial Information

8       Trade receivables
(a) Financial position balances        
 
  March 31, 2017     December 31, 2016  
Private sector:      
General and special customers (i) (ii)   1,198,489   1,205,498  
Agreements (iii)   309,359   315,351  
 
  1,507,848   1,520,849  
Government entities:      
Municipal   522,135   520,950  
Federal   4,644   3,414  
Agreements (iii)   276,938   279,449  
 
  803,717   803,813  
Wholesale customers – Municipal governments: (iv)      
Guarulhos   789,869   778,106  
Mauá   483,484   467,775  
Mogi das Cruzes   2,447   2,527  
Santo André   970,035   946,045  
São Caetano do Sul   2,326   2,371  
Diadema   222,671   222,671  
 
Total wholesale customers – Municipal governments   2,470,832   2,419,495  
 
Unbilled supply   530,266   481,389  
 
Subtotal   5,312,663   5,225,546  
Allowance for doubtful accounts   (3,570,056)   (3,514,240)  
 
Total   1,742,607   1,711,306  
 
Current   1,580,821   1,557,472  
Noncurrent   161,786   153,834  
 
  1,742,607   1,711,306  

 

(i)       General customers – residential and small and mid-sized companies
(ii)       Special customers – large consumers, commercial industries, condominiums and special billing consumers (fixed demand agreements, industrial waste, wells, etc.).
(iii)       Agreements - installment payments of past-due receivables, plus monetary restatement and interest, when provided for in the agreements.
(iv)       Wholesale basis customers - municipal governments - This balance refers to the sale of treated water to municipalities, which are responsible for distributing to, billing and charging final customers. Some of these municipalities are questioning in court the tariffs charged by SABESP, which have full allowance doubtful accounts. Additionally, the overdue amounts are included in the allowance for doubtful accounts.

 

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Notes to the Quarterly Financial Information

(b)       The aging of trade receivables is as follows
 
  March 31, 2017   December 31, 2016  
 
Current   1,303,556   1,337,503  
Past-due:      
Up to 30 days   270,372   263,157  
From 31 to 60 days   153,693   148,927  
From 61 to 90 days   70,612   53,268  
From 91 to 120 days   87,974   109,138  
From 121 to 180 days   123,367   124,001  
From 181 to 360 days   220,328   203,837  
Over 360 days   3,082,761   2,985,715  
 
Total past-due   4,009,107   3,888,043  
 
Total   5,312,663   5,225,546  

 

The increase in the overdue balance was mainly due to the default of the municipalities that purchased water on a wholesale basis, given that they are challenging the tariffs charged by SABESP in court, and the increase in default of amounts overdue, related to private customers.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

(c)   Allowance for doubtful accounts  

 

 
  January to March 2017     January to March 2016  
 
Balance at beginning of the period   3,514,240   3,307,793  
Private sector /government entities   30,546   39,693  
Recoveries   (3,485)   (22,856)  
Wholesale customers   38,278   68,747  
 
Net additions for the period   65,339   85,584  
 
Write-offs in the period referring to accounts receivable   (9,523)   (3,626)  
 
Balance at end of the period   3,570,056   3,389,751  
 
Reconciliation of estimated losses      
of income   January to March 2017   January to March 2016  
 
Write-offs   58,136   41,537  
Losses with state entities (related parties)   (288)   246  
Losses with private sector / government entities   30,546   39,693  
Losses with wholesale customers   1,227   (2,542)  
Recoveries   (3,485)   (22,856)  
 
Amount recorded as selling expenses   86,136   56,078  

 

Wholesale sales losses, amounting to R$37,051 from January to March 2017 and R$71,289 from January to March 2016, were also recorded as revenue reduction.

The Company does not have customers representing 10% or more of its total revenues.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

9 Related-Party Balances and Transactions

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

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

 
  March 31, 2017   December 31, 2016  
Accounts receivable      
Current:      
Sanitation services   126,693   134,005  
Allowance for losses   (56,336)   (56,624)  
Reimbursement for retirement and pension benefits paid G0):      
- monthly flow (payments)   22,034   22,696  
- GESP Agreement – 2008   56,512   56,512  
- GESP Agreement– 2015   53,598   39,816  

“Se Liga na Rede” program (l)  

5,554   6,148  
 
Total current   208,055   202,553  
 
Noncurrent:      
Reimbursement for retirement and pension benefits paid (G0):      
- GESP Agreement – 2008   4,709   18,838  
- GESP Agreement – 2015   643,182   650,318  
 
Total noncurrent   647,891   669,156  
 
Total receivables from shareholders   855,946   871,709  
 
Assets:      
Sanitation services   70,357   77,381  
Reimbursement of additional retirement and pension benefits (G0)   780,035   788,180  
“Se Liga na Rede” program (l)   5,554   6,148  
 
Total   855,946   871,709  
 
Liabilities:      
Interest on capital payable to related parties   351,788   351,788  
Other (g)   1,306   1,853  

 

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Notes to the Quarterly Financial Information

 
  January to March 2017     January to March 2016  
Revenue from sanitation services   109,926   97,526  
Payments received from related parties   (119,586)   (87,651)  
Receipt of GESP reimbursement referring to Law 4819/58   (36,552)   (46,666)  

 

(b) Contingent assets -GESP(not recorded)

As mentioned above, as of March 31, 2017 and December 31, 2016, SABESP had contingent assets with GESP, not recorded in assets referring to the additional retirement and pension paid (Law 4,819/58), named “Disputed amounts receivable”, totaling R$955,334 and R$937,035, respectively.

(c) Use of reservoirs– EMAE

Empresa Metropolitana de Águas e Energia S.A. (“EMAE”) planned to receive for the credit and obtain financial compensation for alleged past and future losses in electricity generation, due to water collection, and compensation for costs already incurred and to be incurred with the operation, maintenance and inspection of the Guarapiranga and Billings reservoirs used by SABESP in its operations.

Several lawsuits were filed by EMAE, among which an arbitration proceeding related to the Guarapiranga reservoir and a lawsuit related to the Billings reservoir, both pleading for financial compensation due to SABESP’s water collect for public supply, alleging that this conduct has been causing permanent and growing loss in the capacity of generating electricity of Henry Borden hydroelectric power plant with financial losses.

As of April 10, 2014, the Company issued a Notice to the Market including the information about an eventual future agreement.

As of October 28, 2016, the Company entered into an agreement based on a Private Transaction Agreement and Other Adjustments with EMAE aimed to fully and completely settle the disputes involving the two companies.

Pursuant to the terms of Clause Two of the agreement, the transaction is subject to the condition precedent of approval by the competent bodies of EMAE.

Upon ratification of the agreement, all litigation between SABESP and EMAE will cease permanently.

The agreement involves the payment by SABESP to EMAE of the following amounts:

- R$6,610 annually payments, adjusted for inflation, as of the execution date of this instrument, by the IPCA or on any other index that may replace it, by the last business day of October of each fiscal year, with (i) the first of such annual payments due up to the last business day of October 2017 and (ii) the last payment due up to the last business day of October 2042; and

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Notes to the Quarterly Financial Information

- R$46,270, in five annual and successive installments, adjusted for inflation by the IPCA or any other index that may replace it, with the first installment of R$9,254 due on April 30, 2017 and the subsequent ones in 4 (four) installments of the same amount, due on every April 30 of the subsequent years, or on the first subsequent business day.

On April 11, 2016, the Company was served with lawsuits filed by EMAE’s minority shareholders against the São Paulo State. The plaintiffs of these lawsuits are seeking a decision that requires the State to prohibit SABESP from extracting water from these reservoirs without paying a financial compensation to EMAE and that allows EMAE to pump water from the reservoirs to its hydroelectric power plant. The plaintiffs of this lawsuit claim that the State, as EMA’s controlling shareholder, acted against EMAE and in favor of SABESP.

If SABESP can no longer extract water from these reservoirs, it will have to transport water from more distant places, increasing water transportation costs, which may jeopardize the Company’s ability to provide an appropriate service in the region.

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

The Company has signed agreements with government entities related to the State Government and municipalities where it operates that benefit from a reduction of 25% in the tariff of water supply and sewage services when they are not in default. These agreements provide for the implementation of the rational water use program, which takes into consideration the reduction in water consumption.

(e) Guarantees

The State Government provides guarantees for some borrowings and financing of the Company and does not charge any fee with respect to such guarantees.

(f) Personnel assignment agreement among entities related to the State Government

The Company has personnel assignment agreements with entities related to the State Government, whose expenses are fully passed on and monetarily reimbursed. From January to March 2017 and in the same period in 2016, the expenses related to personnel assigned by SABESP to other state government entities amounted to R$2,523 and R$2,247, respectively.

From January to March 2017, there were no expenses related to personnel assigned by other entities to SABESP, but totaled R$4 in the same period in 2016.

(g) Services obtained from state government entities

As of March 31, 2017 and December 31, 2016, SABESP had an outstanding amounts payable of R$1,306 and R$1,853, respectively, for services rendered by São Paulo State Government entities.

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Notes to the Quarterly Financial Information

(h) Non-operating assets

As of March 31, 2017 and December 31, 2016, the Company had an amount of R$969 related to a free land lent to DAEE (Department of Water and Electricity).

(i) Sabesprev

The Company sponsors a private defined benefit pension plan, which is operated and administered by Sabesprev. The net actuarial liability recognized as of March 31, 2017 amounted to R$750,291 (R$753,170 as of December 31, 2016), according to Note 19 (b).

(j) Compensation of Management Key Personnel

Expenses related to the compensation to the members of its Board of Directors, Fiscal Council and Board of Executive Officers amounted to R$926 and R$983 from January to March 2017 and the same period in 2016, respectively. An additional amount of R$124, related to the bonus program paid to Executive Officers, was recorded from January to March 2017 and in the same period in 2016.

(k) Loan agreement through credit facility

The Company holds interest in certain Special Purpose Entities (SPEs), not holding the majority interest but with cast vote and power of veto in some issues, with no ability to use such power of veto in a way to affect returns over investments. Therefore, these SPEs are considered for accounting purposes as jointly-owned subsidiaries.

The Company entered into a loan agreement through credit facility with the SPEs Aquapolo Ambiental S.A. and Attend Ambiental S.A. on May 9, 2014, to finance the operations of these companies, until the borrowings and financing requested with financial institutions is cleared. These agreements remain with the same characteristics, according to the table below:

  Principal          
  disbursed   Interest        
SPE   amount   balance   Total   Interest rate   Maturity  
Attend Ambiental   5,400   3,338   8,738   SELIC + 3.5 % p.a.   (i)  
Aquapolo Ambiental   5,629   5,103   10,732   CDI + 1.2% p.a.   04/30/2016 (ii)  
Aquapolo Ambiental   19,000   9,377   28,377   CDI + 1.2% p.a.   10/30/2015 (ii)  
Total   30,029   17,818   47,847      

 

(i)       The loan agreement with SPE Attend Ambiental S/A matures within 180 days, from the date when the respective amount is available in the borrower’s account, renewable for the same period. The credit has been overdue since May 11, 2015 and is subject to contractual default charges (inflation adjustment considering the IGP-M variation, 2% fine and default interest of 1% p.m.). The agreement has been renegotiated between the parties.
(ii)       The R$19,000 loan agreement originally expired on April 30, 2015, but was extended to October 30, 2015. The Company and Aquapolo Ambiental S/A are renegotiating the payment terms and the maturity of both agreements.

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

As a result of the renegotiations, the principal, in the amount of R$30,029, and interest, in the amount of R$17,818, that used to be recognized in current assets, under “other receivables”, were reclassified to the same group of noncurrent assets until new payment conditions are agreed upon. As of March 31, 2017, the balance of principal and interest rates of these agreements was R$47,847 (R$52,407 as of December 31, 2016). From January to March 2017, a financial income recognized was R$4,560 (R$2,006 from January to March 2016).

(l) “Se Liga na Rede” (Connect to the Network Program)

The State Government enacted the State Law nº 14,687/12, creating the pro-connection program, destined to financially subsidize the execution of household branches necessary to connect to the sewage collecting networks, in low income households which agreed to adhere to the program. The program expenditures, except for indirect costs, construction margin and borrowing costs are financed with 80% of funds deriving from the State Government and the remaining 20% invested by SABESP, which is also liable for the execution of works. As of March 31, 2017, the program total amount was R$79,255 (R$79,274 as of December 31, 2016), R$5,554 (R$6,148 as of December 31, 2016) recorded in balances receivable from related parties, the amount of R$34,896 (R$34,915 as of December 31, 2016) recorded in the group of intangible assets and R$38,805 (R$38,211 as of December 31, 2016) reimbursed by GESP.

10 Water National Agency - ANA

The Company has agreements executed within the scope of the Hydrographic Basin Depollution Program (PRODES), also known as "Treated Sewage Purchase Program".

This program does not finance works or equipment, remunerates by results achieved, i.e., by effectively treated sewage. In this program, the Water National Agency (ANA) makes available funds, which are restricted to a specific current account and applied in investment funds at the Brazilian Federal Savings Bank (CEF), until the fulfillment of treated sewage volume is evidenced, as well as, the reduction of polluting cargoes of each agreement.

When resources are made available, liabilities are recorded until funds are released by ANA. After the evidence of targets stipulated in each contract, the revenue deriving from these funds is recognized, but if these targets are not met, funds will return to the National Treasury with the appropriate funds earnings. As of March 31, 2017, the balances of assets and liabilities were R$82,676 (R$81,221 as of December 31, 2016), and the liabilities are recorded under "other liabilities" of noncurrent liabilities.

11 Investments

The Company holds interest in certain Special Purpose Entities (SPE). Although SABESP has no majority shares of its investees, the shareholders’ agreement provides for the power of veto in certain management issues, with no ability, however, to use such power of veto in a way to affect returns over investments, indicating participating shared control (joint venture – CPC 19 (R2)).

The Company holds interest valued by the equity method.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

See additional information on the operations of each investee in Note 12 to the Annual Financial Statements as of December 31, 2016.

(a) Summary of the investees’ financial statements and SABESP’s equity interest:

     
      Profit (loss) for the  
Company   Equity period  
      January to   January to  
  March 31,    December 31,   March   March  
  2017   2016   2017   2016  
 
Sesamm   38,887   37,198   1,689   1,318  
Águas de Andradina (i)   17,063   16,161   902   3,191  
Águas de Castilho   3,965   3,706   259   968  
Saneaqua Mairinque   4,198   4,090   108   (214)  
Attend Ambiental   4,954   3,925   1,029   1,143  
Aquapolo Ambiental   13,194   12,340   854   (169)  
Paulista Geradora de Energia   8,468   8,469   (1)   (3)  

 

           
      Equity in the earnings of      
Company   Investments   subsidiaries   Interest percentage  
  March    December   January to   January to   March   December  
  31,   31,   March   March   31,   31,  
  2017   2016   2017   2016   2017   2016  
 
Sesamm   13,999   13,391   608   474   36%   36%  
Águas de Andradina   5,120   4,849   271   957   30%   30%  
Águas de Castilho   1,190   1,112   78   290   30%   30%  
Saneaqua Mairinque   1,259   1,227   32   (64)   30%   30%  
Attend Ambiental   2,229   1,766   463   514   45%   45%  
Aquapolo Ambiental   6,465   6,047   418   (83)   49%   49%  
Paulista Geradora de Energia   2,117   2,117   -   (1)   25%   25%  
Total   32,379   30,509   1,870   2,087      
Other investments   587   587          
Overall total   32,966   31,096          

 

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Notes to the Quarterly Financial Information

12 Investment properties

As of March 31, 2017, the balance of “Investment properties” is R$57,938 (December 31, 2016 –R$57,968). As of March 31, 2017 and December 31, 2016, the market value of these properties was approximately R$404,000.

       
  December 31,   Write-offs and     March 31,  
  2016   disposals   Depreciation   2017  
 
Investment properties   57,968   (7)   (23)   57,938  
Total   57,968   (7)   (23)   57,938  
  December 31,   Write-offs and     March 31,  
  2015   disposals   Depreciation   2016  
 
Investment properties   56,957   9   (26)   56,940  
Total   56,957   9   (26)   56,940  

 

13 Intangible assets

(a) Statement of financial position details

  March 31, 2017 December 31, 2016      
    Accumulated       Accumulated    
  Cost   amortization   Net   Cost   amortization   Net  
Intangible assets arising from:              
Agreements – equity value   9,300,692   (1,781,987)   7,518,705   9,222,543   (1,739,588)   7,482,955  
Agreements – economic value   1,991,226   (569,540)   1,421,686   1,925,361   (543,709)   1,381,652  
Program contracts   9,323,017   (2,698,551)   6,624,466   9,209,367   (2,633,346)   6,576,021  
Program contracts – commitments   991,848   (177,701)   814,147   991,848   (168,632)   823,216  
Services contracts – São Paulo   17,898,926   (3,044,453)   14,854,473   17,457,658   (2,904,951)   14,552,707  
Software license   607,301   (160,211)   447,090   575,494   (145,257)   430,237  
Total   40,113,010   (8,432,443)   31,680,567   39,382,271   (8,135,483)   31,246,788  

 

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Notes to the Quarterly Financial Information

(b) Changes

           
  December 31,     Estimated     Write-offs     March 31,  
  2016   Additions   losses   Transfers and disposals   Amortization   2017  
Intangible assets arising from:                
Agreements – equity value   7,482,955   81,886   2,078   312   (1,805)   (46,721)   7,518,705  
Agreements – economic value   1,381,652   67,641   8   (23)   (1,007)   (26,585)   1,421,686  
Program contracts   6,576,021   121,742   4,833   513   (3,688)   (74,955)   6,624,466  
Program contracts – commitments   823,216   -   -   -   -   (9,069)   814,147  
Services contracts – São Paulo   14,552,707   441,546   6,460   2,148   (4,738)   (143,650)   14,854,473  
Software license   430,237   22,013   -   6,489   -   (11,649)   447,090  
Total   31,246,788   734,828   13,379   9,439   (11,238)   (312,629)   31,680,567  

 

           
      Reversal of          
  December 31,     estimated     Write-offs     March 31,  
  2015   Additions   losses   Transfers and disposals   Amortization   2016  
Intangible assets arising from:                
Agreements – equity value   7,287,630   79,042   1,061   20   (3)   (35,989)   7,331,761  
Agreements –economic value   1,353,020   10,778   -   3   -   (17,509)   1,346,292  
Program contracts   6,288,575   89,263   (1,471)   944   (79)   (70,270)   6,306,962  
Contract programs – commitments   850,530   -   -   -   -   (8,207)   842,323  
Services contract – São Paulo   12,367,017   446,503   1,680   (31)   (238)   (132,749)   12,682,182  
Software license                
  366,854   26,894   -   -   -   (9,469)   384,279  
Total   28,513,626   652,480   1,270   936   (320)   (274,193)   28,893,799  

 

In February 2017, the Company started operations in the municipality of Santa Branca.

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Notes to the Quarterly Financial Information

(c) Construction services

   
  January to March 2017
  Water supply     Sewage services     Total  
Construction revenue   476,696   246,232   722,928  
Construction cost incurred   466,257   240,972   707,229  
Margin   10,439   5,260   15,699  
 
  January to March 2016
  Water supply   Sewage services   Total  
Construction revenue   429,067   196,213   625,280  
Construction cost incurred   419,594   192,792   612,386  
Margin   9,473   3,421   12,894  

 

(d) General information

During the period ended March 31, 2017, there were no relevant changes in the criteria to account for intangible assets and types of contracts. Further information is included in Note 14 (d) to the Annual Financial Statements as of December 31, 2016.

The Company has obligations recorded in “Program Contract– Commitments” in current liabilities in the amount of R$110,098 and R$109,042 as of March 31, 2017 and December 31, 2016, respectively, and noncurrent liabilities in the amount of R$70,573 and R$69,051 as of March 31, 2017 and December 31, 2016, respectively.

(e) Capitalization of interest and other finance charges

From January to March 2017, the Company capitalized interest and inflation adjustment in concession intangible assets totaling R$166,223, including the São Lourenço Production System and Leases (R$123,717 from January to March 2016), during the construction period.

(f) Construction margin

The Company acts as a primary responsible to construct and install the infrastructure related to the concession, using own efforts or hiring outsourcing services, receiving the risks and benefits.

As a consequence, the Company recognizes revenue from construction service corresponding to the cost of construction increased by margin. Generally, the constructions related to the concessions are performed by third parties, in such case, the margin of the Company is lower, normally, to cover eventual administration costs, and the responsibility of the primary risk. As of March 31, 2017 and 2016, the margin was 2.3%.

Construction margin from January to March 2017 and the same period in 2016 was R$15,699 and R$12,894, respectively.

(g) Expropriations

As a result of the construction of priority projects related to water and sewage systems, the Company was required to expropriate third-parties' properties, and the owners of these properties will be compensated either amicably or through courts.

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Notes to the Quarterly Financial Information

The costs of these expropriations are recorded as concession intangible assets after the transaction is concluded. From January to March 2017, the total amount related to expropriations was R$2,901 (R$2,216 from January to March 2016).

(h) Public-Private Partnership - PPP

SABESP carries out operations related to the PPPs mentioned below. These operations and their respective obligations and guarantees are supported by agreements executed according to Law 11,079/04.

Alto Tietê Production System

As of March 31, 2017 and December 31, 2016, the amounts recognized as intangible asset related to PPP were R$379,310 and R$382,103, respectively.

From January to March 2017, a discount rate of 8.20% p.a. was used to calculate the adjustment to present value of the agreement. The obligations assumed by the Company as of March 31, 2017 and December 31, 2016 are shown in the next table.

On a monthly basis, SABESP assigns funds from tariffs to the SPE CAB Sistema Produtor Alto Tietê S/A, in the amount of R$9,773, corresponding to the monthly remuneration. This amount is annually adjusted by the IPC – FIPE and is recorded in a restricted account, pursuant to the contractual operating proceeding. Should SABESP comply with its monthly obligations with the SPE, the funds from the restricted account will be released.

The guarantee has been effective since the beginning of the operation and will be valid until the conclusion, termination, intervention, annulment or caducity of the Administrative Concession, or other extinction events provided for in the Concession Agreement or in the law applicable to administrative concessions, including in the event of bankruptcy or extinction of the SPE.

São Lourenço Production System

As of March 31, 2017 and December 31, 2016, the carrying amount recorded in the Company’s intangible assets, related to this PPP, amounted to R$2,141,317 and R$1,951,538, respectively. Intangible assets are accounted for based on the physical evolution of the works which, as of March 31, 2017 was approximately 69%, with a counter-entry in the Public-Private Partnership (PPP) liabilities account. As of March 31, 2017, a discount rate of 7.80% p.a. was used to calculate the adjustment to present value of the agreement.

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Notes to the Quarterly Financial Information

The obligations assumed by the Company as of March 31, 2017 and December 31, 2016 are shown in the table below, and the increase in intangible assets and liabilities was due to the progress of works in 2017.

         
  March 31, 2017 December 31, 2016
  Current   Noncurrent   Total   Current   Noncurrent   Total  
  liabilities   liabilities   liabilities   liabilities   liabilities   liabilities  
 
Alto Tietê   32,533   301,482   334,015   31,898   309,858   341,756  
São Lourenço   -   2,093,174   2,093,174   -   1,907,662   1,907,662  
 
Total   32,533   2,394,656   2,427,189   31,898   2,217,520   2,249,418  

 

(i) Works in progress

As of March 31, 2017, the amount of R$8,854 million is recorded under intangible assets as work in progress (R$9,156 million - December 31, 2016), and in the period ended March 31, 2017, the major projects are located in the municipalities of São Paulo, Franca and Praia Grande, totaling R$5,747 million (including R$2,141 million from PPP São Lourenço), R$230 million and R$199 million, respectively.

(j) Amortization of intangible assets

The amortization average rate totaled 3.9% as of March 31, 2017 and 2016.

(k) Software license of use

The software license of use is capitalized based on the costs incurred to acquire software and make them ready for use. The project to implement an integrated business management solution (ERP system), which includes the administrative/financial module and the commercial module, is in progress. The administrative/financial module began operations in April 2017.

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Notes to the Quarterly Financial Information

14 Property, plant and equipment

(a) Statement of financial position details

         
      March 31, 2017       December 31, 2016      
    Accumulated       Accumulated    
  Cost   depreciation   Net   Cost   depreciation   Net  
Land   92,494   -   92,494   92,494   -   92,494  
Buildings   77,581   (34,734)   42,847   77,548   (34,286)   43,262  
Equipment   326,926   (195,080)   131,846   338,696   (189,556)   149,140  
Transportation equipment   10,922   (6,626)   4,296   11,141   (6,610)   4,531  
Furniture and fixtures   23,573   (11,833)   11,740   23,633   (11,647)   11,986  
Other   1,179   (222)   957   1,181   (211)   970  
Total   532,675   (248,495)   284,180   544,693   (242,310)   302,383  

 

(b) Changes

         
        Write-offs      
  December       and     March 31,  
  31, 2016   Additions   Transfers   disposals   Depreciation   2017  
Land   92,494   -   -   -   -   92,494  
Buildings   43,262   -   11   -   (426)   42,847  
Equipment   149,140   10,426   (9,340)   (30)   (18,350)   131,846  
Transportation equipment   4,531   -   (25)   (10)   (200)   4,296  
Furniture and fixtures   11,986   175   (85)   (29)   (307)   11,740  
Other   970   -   -   -   (13)   957  
Total   302,383   10,601   (9,439)   (69)   (19,296)   284,180  
 
 
        Write-offs      
  December 31,       and      March 31,  
  2015   Additions   Transfers   disposals   Depreciation   2016  
Land   102,708   -   -   -   -   102,708  
Buildings   45,891   -   171   -   (944)   45,118  
Equipment   162,218   12,555   (5,891)   (23)   (8,520)   160,339  
Transportation equipment   5,692   97   -   -   (237)   5,552  
Furniture and fixtures   8,418   254   4,784   (5)   (734)   12,717  
Other   149   -   -   -   (2)   147  
Total   325,076   12,906   (936)   (28)   (10,437)   326,581  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

(c) Depreciation

The Company annually revises the depreciation rates of: buildings – 2.3%; equipment- 16.2%; transportation equipment - 10% and furniture, fixture and equipment – 7.0%. Lands are not depreciated.

The depreciation average rate was 12.0% and 10.8%, as of March 31, 2017 and 2016, respectively.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      
 
Notes to the Quarterly Financial Information
 
15       Borrowings and Financing
         
Borrowings and financing outstanding balance       March 31, 2017       December 31, 2016      
 
Financial institution   Current   Noncurrent   Total   Current   Noncurrent   Total  
Local currency              
10th issue debentures   41,234   115,016   156,250   40,967   120,343   161,310  
12th issue debentures   45,450   328,793   374,243   45,450   340,165   385,615  
14th issue debentures   40,056   158,174   198,230   39,802   178,571   218,373  
15th issue debentures   340,492   339,697   680,189   97,692   672,657   770,349  
17th issue debentures   144,391   768,150   912,541   140,144   904,094   1,044,238  
18th issue debentures   32,648   220,479   253,127   32,436   223,840   256,276  
19th issue debentures   199,714   -   199,714   199,461   -   199,461  
20th issue debentures   -   495,866   495,866   -   495,533   495,533  
Brazilian Federal Savings Bank   61,230   1,106,212   1,167,442   59,199   1,088,160   1,147,359  
Brazilian Development Bank - BNDES BAIXADA SANTISTA   16,662   29,158   45,820   16,603   33,207   49,810  
Brazilian Development Bank - BNDES PAC   11,216   58,755   69,971   10,987   60,293   71,280  
Brazilian Development Bank - BNDES PAC II 9751   4,303   26,033   30,336   4,288   27,007   31,295  
Brazilian Development Bank - BNDES PAC II 9752   2,350   21,148   23,498   2,341   21,659   24,000  
Brazilian Development Bank - BNDES ONDA LIMPA   23,301   162,859   186,160   23,219   168,083   191,302  
Brazilian Development Bank - BNDES TIETÊ III   30,160   301,413   331,573   30,054   307,862   337,916  
Brazilian Development Bank - BNDES 2015   -   404,936   404,936   -   233,967   233,967  
Leases   14,483   539,698   554181   14,914   537,602   552,516  
Other   772   10,666   11,438   746   10,829   11,575  
Interest and charges   69,686   -   69,686   121,605   -   121,605  
Total in local currency   1,078,148   5,087,053   6,165,201   879,908   5,423,872   6,303,780  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      

Notes to the Quarterly Financial Information

           
Borrowings and financing outstanding balance       March 31, 2017       December 31, 2016      
 
Financial institution   Current   Noncurrent   Total   Current   Noncurrent   Total  
Foreign currency              
Inter-American Development Bank - BID 713 – US$25,097 thousand (US$25,097 thousand              
in December 2016)   79,519   -   79,519   81,794   -   81,794  
Inter-American Development Bank - BID 1212 – US$87,364 thousand (US$92,503 thousand              
in December 2016)   32,565   244,238   276,803   33,499   267,979   301,478  
Inter-American Development Bank - BID 2202 – US$433,740 thousand (US$438,071              
thousand in December 2016)   74,284   1,286,083   1,360,367   75,143   1,339,803   1,414,946  
International Bank of Reconstruction and Development -BIRD – US$81,548 thousand              
(US$79,946 thousand in December 2016)   -   258,052   258,052   -   260,224   260,224  
Deutsche Bank – US$150,000 thousand (US$150,000 thousand in December 2016)   -   467,059   467,059   -   480,244   480,244  
Eurobonds– US$350,000 thousand (US$350,000 thousand in December 2016)   -   1,105,855   1,105,855   -   1,137,395   1,137,395  
JICA 15 – ¥14,405,735 thousand (¥14,981,590 thousand in December 2016)   32,775   376,914   409,689   32,175   386,111   418,286  
JICA 18 – ¥12,952,000 thousand (¥13,470,080 thousand in December 2016)   29,468   338,626   368,094   28,930   346,889   375,819  
JICA 17 – ¥1,627,078 thousand (¥1,596,251 thousand in December 2016)   1,251   44,343   45,594   1,205   42,675   43,880  
JICA 19 – ¥29,307,288 thousand (¥27,596,009 thousand in December 2016)   -   831,506   831,506   -   768,463   768,463  
BID 1983AB – US$106,346 thousand (US$106,346 thousand in December 2016)   75,859   256,773   332,632   78,030   263,921   341,951  
Interest and other charges   41,098   -   41,098   35,883   -   35,883  
Total in foreign currency   366,819   5,209,449   5,576,268   366,659   5,293,704   5,660,363  
 
Total borrowings and financing   1,444,967   10,296,502   11,741,469   1,246,567   10,717,576   11,964,143  

 

Exchange rate as of March 31, 2017: US$3.1684; ¥0.02844 (as of December 31, 2016: US$3.2591; ¥0.02792).

As of March 31, 2017, the Company did not record balances of borrowings and financing raised during the year to mature within 12 months.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      

Notes to the Quarterly Financial Information
 
   
          Inflation  
Local currency     Guarantees     Maturity   Annual interest rates   adjustment  
 
10th issue debentures   Own funds   2020   TJLP +1.92% (Series 1 and 3) and 9.53% (Series 2)   IPCA (series 2)  
12th issue debentures   Own funds   2025   TR + 9.5%    
14th issue debentures   Own funds   2022   TJLP +1.92% (Series 1 and 3) and 9.19% (Series 2)   IPCA (series 2)  
15th issue debentures   Own funds   2019   CDI + 0.99% (Series 1) and 6.2% (Series 2)   IPCA (series 2)  
17th issue debentures   Own funds   2023   CDI +0.75 (Series 1) and 4.5% (Series 2)   IPCA (series 2  
      and4.75% (Series 3)   and 3)  
18th issue debentures   Own funds   2024   TJLP 1.92 % (Series 1 and 3) and 8.25% (Series 2)   IPCA (series 2)  
19th issue debentures   Own funds   2017   CDI + 0.80% to 1.08%    
20th issue debentures   Own funds   2019   CDI + 3.80%    
Brazilian Federal Savings Bank   Own funds   2017/2038   5% to 9.5%   TR  
Brazilian Development Bank - BNDES BAIXADA SANTISTA   Own funds   2019   2.5%+TJLP    
Brazilian Development Bank - BNDES PAC   Own funds   2023   2.15%+TJLP    
Brazilian Development Bank - BNDES PAC II 9751   Own funds   2027   1.72%+TJLP    
Brazilian Development Bank - BNDES PAC II 9752   Own funds   2027   1.72%+TJLP    
Brazilian Development Bank - BNDES ONDA LIMPA   Own funds   2025   1.92%+TJLP    
Brazilian Development Bank - BNDES TIETÊ III   Own funds   2028   1.66%+TJLP    
Brazilian Development Bank - BNDES 2015   Own funds   2035   2.5%+TJLP    
Leases     2035   7.73% to 10.12%   IPC  
      12% (Presidente Prudente) and TJLP + 1.66%    
Other   Own funds   2018/2025     TR  
      (FINEP)    

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      

Notes to the Quarterly Financial Information
 
             
        Exchange  
Foreign currency   Guarantees   Maturity   Annual interest rates   rate changes  
 
Inter-American Development Bank - BID 713 – US$25,097 thousand   Government   2017   4.82% (*)   US$  
Inter-American Development Bank - BID 1212 – US$87,364 thousand   Government   2025   2.54% (*)   US$  
Inter-American Development Bank - BID 2202 – US$433,740 thousand   Government   2035   1.99% (*)   US$  
International Bank for Reconstruction and Development - BIRD – US$81,548 thousand   Government   2034   1.67% (*)   US$  
Deutsche Bank US$150,000 thousand   -   2019   Libor+4.50%(*)   US$  
Eurobonds – US$350,000 thousand   -   2020   6.25%   US$  
JICA 15 – ¥14,405,735 thousand   Government   2029   1.8% and 2.5%   Yen  
JICA 18– ¥12,952,000 thousand   Government   2029   1.8% and 2.5%   Yen  
JICA 17– ¥1,627,078 thousand   Government   2035   1.2% and 0.01%   Yen  
JICA 19 – ¥29,307,288 thousand   Government   2037   1.7% and 0.01%   Yen  
BID 1983AB – US$106,346 thousand   -   2023   Libor + 1.88% to 2.38% (*)   US$  
 
(*)Rates comprising LIBOR + contractually defined spread.          

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      

Notes to the Quarterly Financial Information
 
(i)       Payment schedule – accounting balances as of March 31, 2017
             
                  2023 to    
      2017   2018   2019   2020   2021   2022   2038   TOTAL  
LOCAL CURRENCY                  
Debentures     315,156   894,272   1,009,264   420,208   198,445   177,932   254,883   3,270,160  
Brazilian Federal Savings Bank   45,431   64,598   66,586   68,885   72,422   76246   773,274   1,167,442  
BNDES       65,994   97,969   111,938   93,941   93,497   93,497   535,458   1,092,294  
Leases       11,218   28,214   29,699   31,313   33,067   34,975   385,695   554,181  
Other       570   1,458   1,360   1,360   1,360   1,360   3,970   11,438  
Interest and charges   57,327   12,359   -   -   -   -   -   69,686  
TOTAL IN LOCAL CURRENCY   495,696   1,098,870   1,218,847   615,707   398,791   384,010   1,953,280   6,165,201  
FOREIGN CURRENCY                  
BID       132,944   106,850   106,850   106,850   106,850   106,850   1,049,495   1,716,689  
BIRD       -   -   8,604   17,208   17208   17,208   197,824   258,052  
Deutsche Bank     -   237,630   229,429   -   -   -   -   467,059  
Eurobonds     -   -   -   1,105,855   -   -   -   1,105,855  
JICA       32,372   64,745   109,799   109,799   109,799   109,799   1,118,570   1,654,883  
BID 1983AB     75,859   75,353   56,056   54,379   24,372   24,372   22,241   332,632  
Interest and charges   41,098   -   -   -   -   -   -   41,098  
TOTAL   IN   FOREIGN                  
CURRENCY 282,273   484,578   510,738   1,394,091   258,229   258,229   2,388,130   5,576,268  
Overall Total     777,969   1,583,448   1,729,585   2,009,798   657,020   642,239   4,341,410   11,741,469  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

(i) Main events in the three-month period ended March 31, 2017

(a) Debentures

As of January 16, 2017, the Company amortized the second installment of the 17th issue of series 1, totaling R$140,144.

As of February 15, 2017, the Company fully paid the 15th issue of series 1, totaling R$104,809, referring to principal and interest.

(b) BNDES

As of March 15, 2017, the Company raised R$170,000, corresponding to agreement 15.2.0313.1 -BNDES 2015.

(c) JICA

In 2017, funding totaled R$20,243, referring to agreement BZ-P19 (JICA 19).

(d) BID

In 2017, funding and amortization totaled R$22,463 and R$35,870, respectively, referring to agreement BID 2202.

(e) Exchange rate changes

The US dollar rate exchange decreased 2.8%, from R$3.2591 as of December 31, 2016 to R$3.1684 in March 31, 2017, decreasing debt by R$111,933. In the same period, the Yen increased 1.9%, from R$0.02792 in December 31, 2016 to R$0.02844 in March 31, 2017, increasing debt by R$30,312.

(ii) Covenants

As of March 31, 2017, the Company had met the requirements set forth by its borrowings and financing agreements.

The goals of the Performance Improvement Agreement (AMD), dated May 28, 2007 and amended on August 22, 2012, entered into between SABESP and the Federal Government, with the Brazilian Federal Savings Bank and the BNDES as intervening parties, expired on December 31, 2016 and were not renewed, pursuant to article 2 of Normative Instruction 6, of March 14, 2013.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

(iii) Borrowings and financing – Credit Limited

 
Agent   March 31, 2017  
  (in millions of reais (*))  
Brazilian Federal Savings Bank   1,678  
Brazilian Development Bank   1,545  
Inter-American Development Bank – BID   490  
Japan International Cooperation Agency – JICA   223  
International Bank for Reconstruction and Development – BIRD   58  
Other   38  
Total   4,032  
 
(*)Exchange rate as of March 31, 2017 (US$1.00 = R$3.1684; ¥1.00 = R$0.028440).  
 
SABESP, in order to comply with its Capex plan relies on a fund-raising plan.  
 
Financing resources contracted have specific purposes, which have been released for the  
execution of their respective investments, according to the progress of the works.  
 
Additional information on borrowings and financing is presented in Note 16 to the Annual  
Financial Statements as of December 31, 2016.    

 

16       Taxes payable (a) Current assets
 
  March 31, 2017   December 31, 2016  
Recoverable taxes      
Income tax and social contribution   -   32,365  
Withholding income tax (IRRF) on financial investments   10,984   7,057  
Other federal taxes   2,961   2,961  
Other municipal taxes   250   250  
Total   14,195   42,633  

 

The reduction in recoverable taxes is mainly due to a decrease in “income tax and social contribution” item, which was offset by these taxes in the period.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

(b) Current liabilities

 
  March 31, 2017   December 31, 2016  
Taxes and contributions payable      
Cofins and Pasep   68,866   49,132  
Income tax and social contribution   32,547   -  
INSS (Social Security contribution)   35,061   35,376  
IRRF (withholding income tax)   1,354   62,771  
Other   30,926   21,478  
Total   168,754   168,757  

 

17 Deferred taxes and contributions

(a) Statement of financial position details

 
  March 31, 2017   December 31, 2016  
Deferred income tax assets      
Provisions   528,019   524,129  
Actuarial loss –G1 Plan   85,044   85,044  
Pension obligations – G1   166,943   167,922  
Donations of underlying asset on concession agreements   57,130   57,317  
Allowance for doubtful accounts   257,899   266,757  
Other   152,184   151,247  
Total deferred tax assets   1,247,219   1,252,416  
 
Deferred income tax liabilities      
Temporary difference on concession of intangible asset   (483,509)   (492,341)  
Capitalization of borrowing costs   (392,583)   (374,512)  
Profit on supply to governmental entities   (89,959)   (92,365)  
Construction margin   (91,052)   (91,790)  
Borrowing costs   (14,796)   (15,063)  
Total deferred tax liabilities   (1,071,899)   (1,066,071)  
 
Deferred tax asset, net   175,320   186,345  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO Version : 1

Notes to the Quarterly Financial Information

(b)    Changes
 
   
         
    December 31,   Net   March 31,  
Deferred income tax assets   2016   change   2017  
Provisions     524,129   3,890   528,019  
Actuarial loss – G1   85,044   -   85,044  
Pension obligations - G1   167,922   (979)   166,943  
Donations of underlying assets on concession agreements   57,317   (187)   57,130  
Allowance for doubtful accounts   266,757   (8,858)   257,899  
Other     151,247   937   152,184  
Total     1,252,416   (5,197)   1,247,219  
 
Deferred income tax liabilities        
Temporary difference on concession of intangible asset   (492,341)   8,832   (483,509)  
Capitalization of borrowing costs   (374,512)   (18,071)   (392,583)  
Profit on supply to governmental entities   (92,365)   2,406   (89,959)  
Construction margin   (91,790)   738   (91,052)  
Borrowing costs   (15,063)   267   (14,796)  
Total     (1,066,071)   (5,828)   (1,071,899)  
 
Deferred tax asset, net   186,345   (11,025)   175,320  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

   
  December 31,   Net   March 31,  
Deferred income tax assets   2015   change   2016  
Provisions   480,378   34,886   515,264  
Pension obligations - G1   256,808   8,709   265,517  
Donations of underlying asset on concession        
agreements   53,206   146   53,352  
Credit losses   213,171   11,416   224,587  
Tax losses   58,829   (58,829)   -  
Other   121,550   7,730   129,280  
Total   1,183,942   4,058   1,188,000  
 
Deferred income tax liabilities        
Temporary difference on concession of        
intangible asset   (524,495)   7,719   (516,776)  
Capitalization of borrowing costs   (309,648)   (10,681)   (320,329)  
Profit on supply to governmental entities   (81,055)   (2,523)   (83,578)  
Actuarial gain – G1   (33,726)   -   (33,726)  
Construction margin   (94,921)   824   (94,097)  
Borrowing costs   (11,855)   (442)   (12,297)  
Total   (1,055,700)   (5,103)   (1,060,803)  
 
Deferred tax asset, net   128,242   (1,045)   127,197  
 
    March 31,   December 31,  
    2017   2016  
 
Opening balance     186,345   128,242  
Net change in the period:        
- corresponding entry in the statement of income     (11,025)   (60,667)  
- corresponding entry in equity valuation adjustments   -   118,770  
 
Total change, net     (11,025)   58,103  
Closing balance     175,320   186,345  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Notes to the Quarterly Financial Information

(c) Reconciliation of the effective tax rate

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

 
  March 31, 2017   March 31, 2016  
 
Profit before income taxes   1,035,827   968,823  
Statutory rate   34%   34%  
 
Computed expense at statutory rate   (352,181)   (329,400)  
Permanent differences      
Provision – Law 4,819/58 (i)   (14,945)   (17,108)  
Donations   (222)   (92)  
Other differences   5,883   6,566  
 
Actual income tax and social contribution   (361,465)   (340,034)  
 
Current income tax and social contribution   (350,440)   (338,989)  
Deferred income tax and social contribution   (11,025)   (1,045)  
Effective rate   35%   35%  
 
(i) Permanent difference related to the provision for actuarial liability (Note 19 b (iii)).  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

18 Provisions

(a) Lawsuits and proceedings that resulted in provisions

(I) Statement of financial position details

The Company is party to a number of claims and legal proceedings arising in the normal course of business, including civil, tax, labor and environmental matters. Management recognizes provisions consistently with the recognition and measurement criteria established in Note 3.15 to the Annual Financial Statements as of December 31, 2016. Management believes that the provisions are sufficient to cover eventual losses, net of escrow deposits, as follows:

            December  
      Escrow     March 31,         Escrow     31,  
  Provisions   deposits   2017   Provisions   deposits   2016  
Customer claims (i)   557,879   (91,591)   466,288   572,210   (97,171)   475,039  
Supplier claims (ii)   341,572   (253,525)   88,047   332,667   (251,510)   81,157  
Other civil claims (iii)   126,907   (13,463)   113,444   131,286   (12,652)   118,634  
Tax claims (iv)   75,543   (3,010)   72,533   69,898   (2,986)   66,912  
Labor claims (v)   290,169   (4,629)   285,540   285,413   (3,202)   282,211  
Environmental claims (vi)   160,927   (970)   159,957   150,084   (962)   149,122  
Total   1,552,997   (367,188)   1,185,809   1,541,558   (368,483)   1,173,075  
 
Current   712,963   -   712,963   730,334   -   730,334  
Noncurrent   840,034   (367,188)   472,846   811,224   (368,483)   442,741  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

(II) Changes

      Interest        
          and     Use of     Amounts      
  December   Additional   inflation   the   not used   March 31,  
  31, 2016   provision   adjustment   accrual   (reversal)   2017  
Customer claims (i)   572,210   7,188   10,842   (28,459)   (3,902)   557,879  
Supplier claims (ii)   332,667   5,891   13,035   (9,878)   (143)   341,572  
Other civil claims (iii)   131,286   3,167   3,721   (3,428)   (7,839)   126,907  
Tax claims (iv)   69,898   2,392   3,473   (192)   (28)   75,543  
Labor claims (v)   285,413   11,950   10,176   (8,628)   (8,742)   290,169  
Environmental claims (vi)   150,084   7,518   4,592   (970)   (297)   160,927  
Subtotal   1,541,558   38,106   45,839   (51,555)   (20,951)   1,552,997  
Escrow deposits   (368,483)   (6,627)   (3,050)   8,274   2,698   (367,188)  
Total   1,173,075   31,479   42,789   (43,281)   (18,253)   1,185,809  

 

      Interest        
          and     Use of     Amounts      
  December   Additional   inflation   the   not used   March 31,  
  31, 2015   provisions   adjustment   accrual   (reversal)   2016  
Customer claims (i)   561,061   18,788   34,563   (8,579)   (8,278)   597,555  
Supplier claims (ii)   296,660   3,545   22,519   (11,141)   (25)   311,558  
Other civil claims (iii)   124,833   4,018   6,594   (598)   (2,062)   132,785  
Tax claims (iv)   62,812   367   2,753   (263)   (1,701)   63,968  
Labor claims (v)   283,991   7,988   7,749   (9,664)   (9,050)   281,014  
Environmental claims (vi)   83,520   36,385   12,690   -   (3,991)   128,604  
Subtotal   1,412,877   71,091   86,868   (30,245)   (25,107)   1,515,484  
Escrow deposits   (330,663)   (22,089)   (11,673)   47   1,122   (363,256)  
Total   1,082,214   49,002   75,195   (30,198)   (23,985)   1,152,228  

 

(b) Lawsuits deemed as contingent liabilities

The Company is party to lawsuits and administrative proceedings relating to environmental, tax, civil and labor claims, which are assessed as contingent liabilities in the financial statements, since it either does not expect outflows to be required or the amount of the obligation cannot be reliably measured. Contingent liabilities are represented as follows:

 
  March 31, 2017   December 31, 2016  
Customer claims (i)   276,200     306,500  
Supplier claims (ii)   1,493,900   1,422,000  
Other civil claims (iii)   722,000   709,400  
Tax claims (iv)   1,170,500   1,143,000  
Labor claims (v)   547,900   533,600  
Environmental claims (vi)   3,450,000   3,317,600  
Total   7,660,500   7,432,100  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Notes to the Quarterly Financial Information

(c) Explanation on the nature of main classes of lawsuits

(i) Customer claims

Approximately 1,110 lawsuits were filed by commercial customers, which claim that their tariffs should correspond to other consumer categories, and 700 lawsuits in which customers claim a reduction in the sewage tariff due to losses in the system, consequently requesting the refund of amounts charged by the Company and 50 lawsuits in which customers plead the reduction in tariff under the category as “Social Welfare Entity”. The Company was granted both favorable and unfavorable final decisions at several court levels.

(ii) Supplier claims

These claims include lawsuits filed by some suppliers alleging underpayment of monetary restatements, withholding of amounts related to the understated inflation rates deriving from Real economic plan, and the economic and financial imbalance of the agreements. These lawsuits are in progress at different courts.

(iii) Other civil claims

These mainly refer to indemnities for property damage, pain and suffering, and loss of profits allegedly caused to third parties, filed at different court levels.

(iv) Tax claims

Tax claims refer mainly to issues related to tax collections challenged due to differences in the interpretation of legislation by the Company's management.

(v) Labor claims

The Company is a party to labor lawsuits, involving issues such as overtime, shift schedule, health hazard premium and hazardous duty premium, prior notice, change of function, salary equalization, service outsourcing and other. Part of the amount involved is in provisional or final execution at various court levels.

(vi) Environmental claims

Environmental claims refer to several administrative proceedings and lawsuits filed by government entities, including Companhia de Tecnologia de Saneamento Ambiental – Cetesb and the Public Prosecution Office of the State of São Paulo, that aim affirmative and negative covenants and penalty is estimated due to failure to comply in addition to the imposition of indemnity due to environmental damages allegedly caused by the Company. The amounts accrued represent the best estimate of the Company at this moment, however, may differ from the amount to be disbursed as indemnity to alleged damages, in view of the current stage of referred proceedings.

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Notes to the Quarterly Financial Information

(d) Guarantee insurance for escrow deposit

The Company contracts guarantee insurance for the issue of policy, which was renewed on May 24, 2016, in the amount of R$500 million. Such insurance will be used in legal claims where instead of making immediate cash disbursement by the Company, such insurance is used until the conclusion of these proceedings limited to up to five years.

From May 24, 2016 to March 31, 2017, the Company used R$50,586 of the total contracted amount.

Additional information on provisions and contingent liabilities is presented in Note 19 to the Annual Financial Statements as of December 31, 2016.

19 Employees benefits (a) Health benefit plan

The health benefit plan is managed by Sabesprev and consists of optional, free choice, health plans sponsored by contributions of SABESP and the active participants, as follows:

. Company: 12.2% on average, of gross payroll;

. Participating employees: 3.21% of base salary and premiums, equivalent to 2.9% of payroll, on average.

(b) Pension plan benefits

Amounts recorded in the statement of financial position    
Funded plan – G1    
Pension plan liabilities as of December 31, 2016   753,170  
Expenses recognized in 2017   11,550  
Payments made in 2017   (14,429)  
Pension plan liabilities as of March 31, 2017 (i)   750,291  
 
Unfunded plan – G0    
Pension plan liabilities as of December 31, 2016   2,512,080  
Expenses recognized in 2017   65,718  
Payments made in 2017   (40,060)  
Pension plan liabilities as of March 31, 2017 (iii)   2,537,738  
 
Total   3,288,029  

 

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Notes to the Quarterly Financial Information

(i) G1 Plan

The Company sponsors a defined benefit pension plan for its employees ("G1 Plan"), which is managed by Sabesprev, receives similar contributions established in a plan of subsidy of actuarial study of Sabesprev, as follows:

. 1.21% of the portion of the salary of participation up to 20 salaries; and

. 10.24% of the surplus, if any, of the portion of the salary of participation over 20 salaries.

As of March 31, 2017, SABESP had a net actuarial liability of R$750,291 (R$753,170 as of December 31, 2016) representing the difference between the present value of the Company's defined benefit obligations to the participating employees, retired employees, and pensioners; the fair value of the plan’s assets.

(ii) Private pension plan benefits – Defined contribution

As of March 31, 2017, Sabesprev Mais plan, based on defined contribution, had 9,424 active and assisted participants (9,453 as of December 31, 2016).

With respect to the Sabesprev Mais plan, the contributions from the sponsor represent 100% over the total basic contribution from the participants.

(iii) PlanG0

Pursuant to Law 4,819/58, employees who started providing services prior to May 1974 and were retired as an employee of the Company acquired a legal right to receive supplemental pension payments, which rights are referred as "Plan G0". The Company pays these supplemental benefits on behalf of the State Government and makes claims for reimbursements from the State Government, which are recorded as accounts receivable from related parties, limited to the amounts considered virtually certain that will be reimbursed by the State Government. As of March 31, 2017, the Company recorded a defined benefit obligation for Plan G0 of R$2,537,738 (R$2,512,080 as of December 31, 2016).

(c) Profit sharing

The Company has a profit sharing program in accordance with an agreement with labor union and SABESP. The period covered represents the Company fiscal year, commence in January to December 2017. The limit of the profit sharing is one month salary for each employee, depending on performance goals reached.

From January to March 2017 and 2016, R$21,077 and R$18,729, respectively, were accrued.

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Notes to the Quarterly Financial Information

20 Servicespayable

The services account records the balances payable, mainly from services received from third parties, such as supply of electric power, reading of hydrometers and delivery of water and sewage bills, cleaning, surveillance and security services, collection, legal counsel services, audit, marketing and advertising and consulting services, among others. This account also records the amounts payable from the percentage in the revenues of São Paulo local government. The balances as of March 31, 2017 and December 31, 2016 were R$437,215 and R$460,054, respectively.

21 Equity

(a) Authorized capital

The Company is authorized to increase capital by up to R$15,000,000, based on a Board of Directors' resolution, after submission to the Fiscal Council.

In the event of capital increase, issue of convertible debentures and/or warrants by means of private subscription, shareholders will have preemptive right in the proportion of number of shares held, pursuant to Article 171 of Law 6,404/76.

(b) Subscribed and paid-in capital

Subscribed and paid-in capital is represented by 683,509,869 registered, book-entry common shares without par value as of March 31, 2017 and December 31, 2016, held as follows:

     
  March 31, 2017   December 31, 2016  
  Number of     Number of    
  shares   %   shares   %  
State Department of Finance   343,524,285   50.26%   343,524,285   50.26%  
Companhia Brasileira de Liquidação e Custódia   205,558,732   30.07%   206,955,305   30.28%  
The Bank of New York ADR Department          

(equivalent in shares) (*)  

132,354,213   19.37%   132,401,813   19.37%  
Other   2,072,639   0.30%   628,466   0.09%  
 
  683,509,869   100.00%   683,509,869   100.00%  

 

(*) each ADR corresponds to 1 share.

Further information about equity, such as shareholder’ compensation, dividends and purpose of reserves, can be found in Note 22 to the Annual Financial Statements as of December 31, 2016.

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Notes to the Quarterly Financial Information

22 Earnings per share Basic anddiluted

Basic earnings per share is calculated by dividing the equity attributable to Company’s owners by the weighted average number of outstanding common shares during the year. The Company does not have potentially dilutive common shares outstanding or debts convertible into common shares. Accordingly, basic and diluted earnings per share are equal.

 
  January to   January to  
  March 2017   March 2016  
 
Equity attributable to Company’s owners   674,362   628,789  
Weighted average number of common shares issued   683,509,869   683,509,869  
 
Basic and diluted earnings per share (reais per share)   0.98662   0.91994  

 

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Notes to the Quarterly Financial Information

23 Operating segment information

Management, comprised by the Board of Directors and Board of Executive Officers, has determined the operating segment used to make strategic decisions, as sanitation services.

        January to March 2017       
    Reconciliation to   Balance as per  
    the statement of   financial  
  Sanitation (i)     income (ii)     statements  
Gross operating revenue   3,029,291   722,928   3,752,219  
Gross sales deductions   (193,394)   -   (193,394)  
Net operating revenue   2,835,897   722,928   3,558,825  
Costs, selling and administrative expenses   (1,832,001)   (707,229)   (2,539,230)  
Income from operations before other        
operating expenses, net and equity        
accounting   1,003,896   15,699   1,019,595  
Other operating income / (expenses), net       10,564  
Equity accounting       1,870  
Financial result, net       3,798  
Income from operations before taxes       1,035,827  
Depreciation and amortization   331,948   -   331,948  

 

(i)       See note 29 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional information to long-lived assets;
(ii)       Construction revenue and related costs not reported to the Company’s chief operating decision maker (“CODM”).

 

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Notes to the Quarterly Financial Information

  January to March 2016
       (Restated)       
    Reconciliation to   Balance as per  
    the financial   financial  
  Sanitation (i)   statements (ii)   statements  
Gross operating revenue   2,570,628   625,280   3,195,908  
Gross sales deductions   (168,066)   -   (168,066)  
Net operating revenue   2,402,562   625,280   3,027,842  
Costs, selling, general and administrative        
expenses   (1,794,362)   (612,386)   (2,406,748)  
Income from operations before other        
operating expenses, net and equity        
accounting   608,200   12,894   621,094  
Other operating income / (expenses), net       5,482  
Equity accounting       2,087  
Financial result, net       340,160  
Income from operations before taxes       968,823  
Depreciation and amortization   284,656   -   284,656  

 

(i)       See note 29 for further information about non-cash items, other than depreciation and amortization that impact segment results, and for additional information to long-lived assets;
(ii)       Construction revenue and related costs not reported to the Company’s chief operating decision maker (“CODM”).

Explanation on the reconciliation items for the Financial Statements. The impacts on gross operating income and costs are as follows:

 
  January to March   January to March  
  2017   2016  
 
Gross revenue from construction recognized under ICPC 1      
(R1) (a)   722,928   625,280  
Construction costs recognized under ICPC 1 (R1) (a)   (707,229)   (612,386)  
 
Construction margin   15,699   12,894  

 

(a)       Revenue from concession construction contracts is recognized in accordance with CPC 17 (R1), Construction Contracts (IAS 11), using the percentage-of-completion method. See Notes 13 (c) and (f).

 

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Notes to the Quarterly Financial Information

24 Operating revenue

(a) Revenue from sanitation services:

 
  January to March de   January to March  
  2017   2016  
 
 
São Paulo Metropolitan Region   2,108,248   1,750,611  
Regional Systems (i)   921,043   820,017  
Total (ii)   3,029,291   2,570,628  
 
(i)  Including the municipalities operated in countryside and at the coast of the State of São Paulo.  
 
(ii) The gross operating revenue from sanitation services, totaling R$3,029,291, not including   construction revenue, increased by R$458,663, or 17.8%, when compared to the R$2,570,628
recorded from January 1, 2016 to March 31, 2016.
 
The main factors responsible for the increase were the 8.4% tariff adjustment since May 2016, the 6.0% increase in the total billed volume in the first quarter of 2016 versus the first q uarter of 2017.
 
Revenue was also impacted by the Water Consumption Reduction Incentive Program (Bonus), a R$153,766 decrease in the first quarter of 2016, and by the application of the Contingency Tariff, totaling R$160,570 in the first quarter of 2016.

 

(b)       Reconciliation between gross operating income and net operating income:
  January to March   January to March  
  2017   2016  
 
Revenue from sanitation services   3,029,291   2,570,628  
Construction revenue (Note 13 (c))   722,928   625,280  
Sales tax   (193,394)   (168,066)  
Net revenue   3,558,825     3,027,842  

 

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Notes to the Quarterly Financial Information

25 Operating costs and expenses

 
  January to March   January to March  
  2017   2016  
Cost of services      
Salaries, payroll charges and benefits   417,423   386,137  
Pension obligations   10,970   22,438  
Construction costs (Note 13 (c))   707,229   612,386  
General supplies   34,520   34,996  
Treatment supplies   71,268   75,097  
Outside services   194,236   191,329  
Electricity   199,326   239,591  
General expenses   125,345   114,196  
Depreciation and amortization   301,099   265,106  
  2,061,416   1,941,276  
 
Selling expenses      
Salaries, payroll charges and benefits   65,266   60,702  
Pension obligations   1,603   2,928  
General supplies   972   876  
Outside services   60,249   62,195  
Electricity   177   231  
General expenses   21,786   19,944  
Depreciation and amortization   2,491   2,324  
Bad debt expenses, net of recoveries (Note 8 (c))   86,136   56,078  
  238,680   205,278  
 
Administrative (income) expenses      
Salaries, payroll charges and benefits   47,506   43,987  
Pension obligations   45,659   58,110  
General supplies   499   342  
Outside services   28,269   28,886  
Electricity   205   579  
General expenses   62,801   90,508  
Depreciation and amortization   28,358   17,226  
Tax expenses   25,837   20,556  
  239,134   260,194  

 

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Notes to the Quarterly Financial Information

  January to March     January to March  
  2017   2016  
Total costs and expenses      
Salaries, payroll charges and benefits   530,195   490,826  
Pension obligations   58,232   83,476  
Construction costs (Note 13 (c))   707,229   612,386  
General supplies   35,991   36,214  
Treatment supplies   71,268   75,097  
Outside services   282,754   282,410  
Electricity   199,708   240,401  
General expenses   209,932   224,648  
Depreciation and amortization   331,948   284,656  
Tax expenses   25,837   20,556  
Bad debt expenses, net of recoveries (Note 8 (c))   86,136   56,078  
  2,539,230   2,406,748  

 

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Notes to the Quarterly Financial Information

26 Financial Income (Expenses)

  January to   January to  
  March 2017     March 2016  
Financial expenses      
Interest and charges on borrowings and financing – local currency   (64,850)   (95,220)  
Interest and charges on borrowings and financing – foreign currency   (22,182)   (37,585)  
Other financial expenses   (23,251)   (22,939)  
Income tax over international remittance   (3,608)   (4,016)  
Inflation adjustment on borrowings and financing   (21,794)   (52,945)  
Inflation adjustment on Sabesprev Mais deficit   -   (368)  
Other inflation adjustments   (6,933)   (8,244)  
Interest and inflation adjustments on provisions   (23,870)   (62,039)  
Total financial expenses   (166,488)   (283,356)  
 
Financial income      
Inflation adjustment gains   20,449   54,704  
Income on short-term investments   55,414   53,274  
Interest income   8,246   32,686  
COFINS and PASEP   (3,932)   (6,555)  
Other   442   6,088  
Total financial income   80,619   140,197  
 
Financial income (expenses), net before exchange rate changes   (85,869)   (143,159)  
 
Net exchange gains (losses)      
Exchange rate changes on borrowings and financing (i)   89,442   483,296  
Other exchange rate changes   (54)   (16)  
Exchange gains   279   39  
Exchange rate changes, net   89,667   483,319  
 
Financial income (expenses), net   3,798   340,160  

 

(i)       The change in expenses mainly reflects the 2.8% depreciation of the U.S. dollar against the real in 2017 and the 1.9% appreciation of the Yen in 2017, compared to the depreciation presented in the same period in 2016 (8.9% and 2.4%, respectively).

 

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Notes to the Quarterly Financial Information

27 Other operating income (expenses), net

  January to   January to  
  March 2017     March 2016  
 
Other operating income, net   8,697   7,629  
Other operating expenses   1,867   (2,147)  
 
Other operating income (expenses), net   10,564   5,482  

 

Other operating income is comprised by sale of property, plant and equipment, sale of contracts awarded in public bids, right to sell electricity, indemnities and reimbursement of expenses, fines and collaterals, property leases, reuse water, PURA projects and services.

Other operating expenses consist mainly of derecognition of concessions due to obsolescence, discontinued construction works, unproductive wells, projects considered economically unfeasible, losses on property, plant and equipment and exceeding cost of electricity sold.

28 Commitments

The Company has agreements to manage and maintain its activities, as well as agreements to build new projects aiming at achieving the objectives proposed in its target plan. Below, the main committed amounts as of March 31, 2017:

  April to          
  December       More than    
  2017     1-3 years     3-5 years     5 years     Total  
Contractual obligations –            
Expenses   1,088,603   1,852,682   427,378   1,325,858   4,694,521  
Contractual obligations –            
Investments   1,055,190   2,494,156   1,097,974   6,356,411   11,003,731  
 
Total   2,143,793   4,346,838   1,525,352   7,682,269   15,698,252  

 

The main commitment refers to São Lourenço PPP. See Note 13 (h).

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Notes to the Quarterly Financial Information

29 Supplemental cash flow information

  January to   January to  
  March 2017   March 2016  
 
Total additions to intangible assets (Note 13 (b))   734,828   652,480  
 
Items not affecting cash (see breakdown below)   (213,942)   (251,502)  
 
Total additions to intangible assets as per statement of cash flows   520,886   400,978  
 
Investments and financing operations affecting intangible assets but not      
cash:      
Interest capitalized in the period (Note 13 (e))   166,223   123,717  
Contractors payable   (81,182)   (44,689)  
Public Private Partnership - São Lourenço PPP (Note 13 (h))   113,202   156,765  
Leases   -   2,815  
Construction margin (Notes 13 (f) and 23)   15,699   12,894  
Total   213,942     251,502  

 

30 Events after the reporting period

·    Implementation of the SAP ERP - Enterprise Resource Planning System

On April 10, 2017, SABESP implemented the Enterprise Resource Planning – SAP ERP, that comprises a series of programs, integrating all information of the Company’s processes in a single database.

·    Protocol of Intentions with the municipality of Guarulhos

On April 10, 2017, SABESP executed a Protocol of Intentions with the municipality of Guarulhos for the preparation of studies and evaluations aiming to resolve commercial relations and existing debts between the municipality and the Company.

·     News published by the press concerning alleged irregularities in two contracts with Odebrecht

On April 25, 2017, the Company issued a Notice to the Market about news published by the press concerning alleged irregularities in two contracts with Odebrecht, as per statements made by one of its former executives in a plea bargain deposition.

Internal procedures were carried out to determine if there were indications of alleged irregularities in the contracts mentioned and it was concluded that there is no evidence of irregularities in these contracts.

Any new factor or indication will lead to new diligence on the part of the Company.

·    SABESP’S Second Ordinary Tariff Revision - New Schedule

On April 26, 2017, the Regulatory Agency of Sanitation and Energy of the State of São Paulo (ARSESP – Agência Reguladora de Saneamento e Energia do Estado de São Paulo) published a Notice changing the timeline for the initial stage of SABESP’s Tariff Revision.

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Notes to the Quarterly Financial Information

The Preliminary Maximum Average Tariff ("Preliminary P0") will be disclosed up until June 30, 2017.

The Final Maximum Average Tariff ("Final P0") will be maintained up until April 10, 2018.

·     General Shareholders’ Meeting

On April 28, 2017 it was held the Annual Shareholders’ Meeting, which made the following decisions:

· Approval of the Company’s financial statements for the fiscal year ended December 31, 2016;

· Allocation of the profit for the year 2016;

· Election of Mr. Francisco Luiz Sibut Gomide to compose the Board of Directors; and

· Election of effective and alternate members to the Fiscal Council.

·     SABESP’S Second Ordinary Tariff Revision

On May 10, 2017, the Company’s Board of Executive Officers resolved to file, on May 11, 2017, a formal request to the Regulatory Agency for Sanitation and Energy of the State of São Paulo (ARSESP – Agência Reguladora de Saneamento e Energia do Estado de São Paulo) to postpone, for 30 days, the schedule of the currently ongoing tariff revision, with the following objectives:

·consider, in this stage, the technical report prepared by SABESP regarding the exclusion of pipelines carried out during the first cycle, requesting its incorporation in the calculation of the preliminary P0; and

· provide additional clarifications and information on the Business Plan, as requested by ARSESP.

·    SABESP’S Second Ordinary Tariff Revision

On May 11, 2017, the Regulatory Agency for Sanitation and Energy of the State of São Paulo (ARSESP - Agência Reguladora de Saneamento e Energia do Estado de São Paulo), regarding Sabesp's request, published Resolution No. 722, in which ARSESP:

(i) grants to the Company the additional time requested to supplement and submit the information for the initial stage of the preliminary tariff revision process; and

(ii) announces that it will disclose, up to May 19, the new schedule for the initial stage of the 2nd Ordinary Tariff Revision of Sabesp, as a result of the additional time granted to submit the information.

· Memorandum of understanding with the municipality of Santo André

On May 11, 2016, the Company entered into a Memorandum of Understanding with the municipality of Santo André, in order to prepare studies and evaluations to govern commercial relations and debts between the municipality and the Company.

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Notes to the Quarterly Financial Information

· 21 st debenture issue

On May 12, 2017, Sabesp's Board of Directors approved the issuance of the 21 st issue of simple, non-convertible unsecured debentures in up to two (2) series, for public distribution, with restricted placement efforts, Pursuant to CVM Instruction 476 of January 16, 2009, in the total amount of R $ 500,000. The proceeds from the issuance of the Debentures will be allocated to the refinancing of outstanding financial commitments in 2017 and to the Company's cash recovery.

· Studies for the Company’s Capitalization

On May 12, 2017, Sabesp announces to its shareholders and to the market in general that, the State Privatization Program's Board, established by the State Law 9.361, dated as of July 5th, 1996, unanimously resolved, on this date ("Resolution"):

(i) To proceed with studies on alternatives for the Capitalization of Sabesp ("Capitalization");

(ii) The hiring, by Sabesp, of the International Finance Corporation ("IFC"), an institution bound to the World Bank; and

(iii) The conclusion of an agreement between Sabesp and the São Paulo State Government, through the Secretariat of Sanitary and Water Resources and the Secretariat of Finance, to delineate the scope of the IFC's hiring and to govern the relationship between the contracting parties, including proportional reimbursement of expenses.

The proposed Capitalization provides the establishment of a new company to exercise Sabesp's direct corporate control after the conference of the totality of share interest owned by the São Paulo State Government into the stock capital of the new company. São Paulo State Government will continue, under any circumstances, to hold sufficient shareholding interest to assure the exercise of Sabesp's majority corporate control, as provided by law. The purpose of the Capitalization is to overcome financial restrictiveness and preserve the expansion of the activities of universalization of basic sanitation services promoted by the Company.

If further studies are implemented, new information will be disclosed regarding the possible Capitalization, which, if continued, may provide for the admission of institutional investors in order to fund the new company's share capital, allowing to strengthen Sabesp's corporate governance and business efficiency in order to preserve the development of its activities of universal sanitation services in the São Paulo State.

During this process the Company will disclose any relevant developments over this subject.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO       Version : 1

Comments on the Company’s Projections

Comments on the Company’s projections

The projections presented in the Reference Form are annual and not on a quarterly basis. Therefore, the quarterly comparison between information disclosed in the Reference Form with quarterly results shall not apply.

The projections monitoring occurs on annual basis and are disclosed in the Reference Form.

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Other Information Deemed as Relevant by the Company

1. CHANGES IN INTEREST HELD BY CONTROLLING SHAREHOLDER, BOARD MEMBERS AND EXECUTIVE OFFICERS

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS,    
MANAGEMENT AND OUTSTANDING SHARES
Position as of March 31, 2017
  Number of     Total Number of    
Shareholder   Common Shares   %   Shares   %  
  (units)     (units)    
Controlling shareholder          
Treasury Department   343,524,285   50.3%   343,524,285   50.3%  
Management          
Board of Directors   -   -   -   -  
Executive Officers   -   -   -   -  
Fiscal Council   -   -   -   -  
Treasury shares   -   -   -   -  
Other shareholders          
Total   343,524,285   50.3%   343,524,285   50.3%  
Outstanding shares   339,985,584   49.7%   339,985,584   49.7%  

 

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ITR – Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version : 1

Other Information Deemed as Relevant by the Company

CONSOLIDATED SHAREHOLDING OF CONTROLLING SHAREHOLDERS,
MANAGEMENT AND OUTSTANDING SHARES
Position as of March 31, 2016
  Number of     Total    
Shareholder   Common Shares   %   Number of Shares   %  
  (units)     (units)    
Controlling shareholder          
Treasury Department   343,524,285   50.3%   343,524,285   50.3%  
Management          
Board of Directors     -     -  
Executive Officers   -   -   -   -  
Fiscal Council   15   -   15   -  
Treasury shares   -   -   -   -  
Other shareholders          
Total   343,524,300   50.3%   343,524,300   50.3%  
Outstanding shares   339,985,569   49.7%   339,985,569   49.7%  

 

2.       SHAREHOLDING POSITION
SHAREHOLDING POSITION OF HOLDERS OF MORE THAN 5% OF EACH TYPE AND  
CLASS OF COMPANY SHARES, UP TO THE INDIVIDUAL LEVEL
Company: Position as of March 31, 2017  
CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO   (shares)
 
  Common shares Total
Shareholder   Number of shares %   Number of shares   %  
Treasury Department   343,524,285   50.3   343,524,285   50.3  

 

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ITR - Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version: 1

Reports and Statements / Unqualified Report on Special Review

(Convenience Translation into English from the Original Previously Issued in Portuguese)

Review report on the interim financial statements – ITR

To the Board of Directors and Shareholders

Companhia de Saneamento Básico do Estado de São Paulo – SABESP São Paulo – SP

Introduction

We have reviewed the interim financial information of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“The Company”), included in the Quarterly Financial Information – ITR referring to the quarter ended March 31, 2017, comprising the balance sheet as of March 31, 2017 and the related statement of income, comprehensive income, changes in equity and cash flows for the three-month period then ended, including the explanatory notes.

Management is responsible for the preparation of the interim financial information in accordance with accounting standard CPC 21(R1) - Interim Financial Reporting and IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board - IASB, as well as for the presentation of this information in accordance with the standards issued by the Brazilian Securities and Exchange Commission - CVM, applicable to the preparation of Quarterly Information - ITR. Our responsibility is to express a conclusion on this interim financial information based on our review.

Review scope

We conducted our review in accordance with the Brazilian and International standards on review engagements 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 financial information consists of making inquiries, primarily of persons responsible for the 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 the auditing standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information included in the Quarterly Information Form - ITR referred to above is not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, issued by the IASB applicable to the preparation of Quarterly Information - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission - CVM.

Other matters

Statement of value added

We have also reviewed the statements of value added (DVA) for the three-month period ended March 31, 2017, prepared under the responsibility of the Company’s management, whose presentation on the interim financial information is required in accordance with the standards issued by the Brazilian Securities and Exchange Commission – CVM applicable to the preparation of Quarterly Information - ITR, and considered as supplementary information by IFRS, which does not require this disclosure. These statements were subject to the same review procedures described above, and based on our review, nothing has come to our attention that causes us to believe that it is not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

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ITR - Quarterly Information Form – 03/31/2017 - CIA SANEAMENTO BÁSICO ESTADO SÃO PAULO      Version: 1

Corresponding figures

The corresponding information and figures related to the statement of income, comprehensive income, changes in equity and cash flows for the three-month period ended March 31, 2016 were audited by another independent auditor who issued a report dated May 12, 2016 without qualification. The corresponding information and figures of Statement of value added (DVA) for the three-month period ended March 31, 2016, were subject to the same review procedures by previous independent auditor, and, based on their review, nothing has come to their attention that causes them to believe that it was not prepared, in all material respects, in accordance with the interim financial information taken as a whole.

São Paulo, May 12, 2017.

KPMG Auditores Independentes
CRC 2SP014428/O-6

(Original report in Portuguese signed by)
Marcelo Gavioli
CRC 1SP201409/O-1

PAGE: 80 of 80

 


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: May 29, 2017
 
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.


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