Annual And Sustainability Report Eletrosul Annual And Sustainability Report Eletrosul ADMINISTRATIVE BOARD Valter Luiz Cardeal de Souza EXECUTIVE BOARD Eurides Luiz Mescolotto Chairman Director-President Eurides Luiz Mescolotto Cláudia Hofmeister William Rimet Muniz Celso Knijnik Dinovaldo Gilioli Antonio Waldir Vituri SUPERVISORY BOARD Sônia Regina Jung Antonio Gomes de Farias Neto Suzana Teixeira Braga Chief Financial Officer Chief Administrative Officer Ronaldo dos Santos Custódio Director of Engineering Chief Operating Officer Eletrobras’s Mission (GRI 4.8) To operate in energy sector in a integrated, profitable, and sustainable manner. Eletrobras’s Vision To be, by 2020, the largest global clean energy corporate system with profitability comparable to that of the best companies in the electric utility sector. Eletrosul’s Strategic Positioning Declaration Eletrosul 2020: a competitive and sustainable company, standard of excellence in electric power generation and transmission. Eletrobras’s Values • Results-oriented • Entrepreneurship and innovation • Appreciation for and commitment to people • Ethics and transparency Eletrosul’s Ethics I Human Dignity and Respect for People II Integrity III Sustainability IV Transparency V Impersonality VI Legality VII Professionalism Summary 1. Message From The Administration 2. About This Report 3. Company Profile 4. Corporate Governance 5. Economic And Financial Dimension 6. Social Dimension 7. Environmental Dimenson 8.Awards 9.IBASE 10.Perspectives 11.Acknowledgment 12. Financial Statements And Notes 7 13 19 43 61 93 133 157 163 171 175 179 Conceição Lagoon – Santa Catarina “A piece of land , lost at sea!... On a piece of land , Peerless beauty... Never had nature Gathered so much beauty Never been a poet With so much to sing ... Your beautiful Lagoon Tenderness of pink Poem by moonlight Crystal where the light vain Charmingly serpenting Come to mirror...” Rancho de Amor à Ilha Cláudio Alvim Barbosa (Zininho) Sierra Rio do Rastro – Santa Catarina 1. Message from the Administration (GRI 1.1; 1.2) Sierras are rugged terrain with high elevations, often applied to asymmetric cliffs, alternating between steep and mild slops. It varies from 0.4 to 1.8 miles in length and its present throughout Brazilian territory, even though Brazil does not have mountains, but mountain ranges. It distinguishes itself from a mass because its mountains aren’t clustered. Sierras are also of great value to the fauna and flora of our country. 1. Message from the Administration (GRI 1.1; 1.2) The year of 2012 was marked by important events for Eletrosul, starting with the company repositioning in the hydroelectric generation market , with the beginning of operations of Usina Passo São João (77 MW), in Rio Grande do Sul, and of Usina Mauá (361 MW), in Paraná. At the same time, Eletrosul continued to contribute resources corresponding to its participation in structural projects for the country, like the plants in Jirau and Teles Pires. As a landmark in Eletrosul’s business extension beyond the customary states of operation, the works of second circuit of Transmission Line of Porto Velho (RO) - Araraquara (SP) were triggered and the Substation of Porto Velho was delivered, important feature of the complex of plants in Rio Madeira. All these enterprises, set up in the Growth Acceleration Program (PAC, in Portuguese) strengthen the Federal Government commitment with sustainable development of Brazil, from a clean and renewable energetic matrix. The delivery of the Eolic Complex of Cerro Chato and the beginning of the works in the surrounding parks, in Sant’Ana do Livramento, and of the Eolic Complex of Geribatu, in Santa Vitória do Palmar, all in the state of Rio Grande do Sul, were also facts that reaffirmed the goal of Eletrosul in becoming one of the greatest players in wind energy in the country. In transmissions, we initiated the extra high voltage lines installation, connecting the states of Paraná, Santa Catarina and Rio Grande do Sul, between Substation of Salto Santiago and Substation of Santa Vitória do Palmar. This line will be approximately 1.3 thousand kilometers long and will be important to enhance the power supply in Rio Grande do Sul. Still in 2012 we took an important step toward becoming also a reference in solar electricity generation with the implementation of the Megawatt Solar – the first large-scale power plant integrated with a public building. Annual And Sustainability Report Eletrosul 2012 | 9 The year of 2012 was one of big changes for the electric sector, specially due to the announcement of the Provisory Measure n.º 579, that created a favorable scenario to accelerate the rate of economic growth of Brazil, with more competitive fares for the industrial sector and cheaper electricity bills for the population. This measure gave us plenty to discuss, reconsider our business strategies and seek greater efficiency. Eletrosul’s good operational performance in the recent years has encouraged the company in the definition, by the Ministério de Minas e Energia (MME), of the new value of Receita Anual Permitida (RAP), from the extension of the concession of its assets. Eletrosul was the transmission company that had lowest reduction of tariffs because the MME took into account the quality of the services provided. In the technical references, which grounded the MME in defining the new RAP’s, the Agência Nacional de Energia Elétrica (ANEEL) created a ranking between the companies, establishing the classification in five groups of quality, based on the relation between revenue and variable amount. Eletrosul was the company that achieved the best performance and the only to be classified in Group 1, presenting as reference, in terms of Variable Amount, for the calculation of Receita Anual Permitida (RAP) of the other companies. Such recognition is the result of our effort and commitment with the quality in the public service of electric energy transmission and not only confirms the technical competence of the Eletrosul’s employees but also validates the operations and maintenance policies adopted by the company. 10 Board of Directors | Annual And Sustainability Report Eletrosul 2012 Guided by the principles of corporate efficiency and social-environmental responsibility, the company continued, in 2012, investing in these areas, committing to the preservation of the natural resources and to the reduction of social and regional inequalities. We emphasize the development of Programa Hortas Comunitárias, a strategy to maintain and secure areas under transmission lines. These are actions that provide productive and social inclusion through education and awareness for the communities under risk of irregular occupation and that enhance quality of life by a healthier diet. Believing in the expansion of clear energy in the country has guided Eletrosul to a level of trust and credibility with major financiers. Until 2012, the balance of loans with reputed organizations, such as the German fomentation bank KfWBankengruppe and the Banco Nacional de Desenvolvimento Econômico e Social (BNDES), had been superior to BRL 2 billion. That same year, the company secured funds of approximately BRL 121.75 million with BNDS and BRL 113.85 million with Eletrobras. Add to this scenario the incorporation of own contributions from the holding that summed up to BRL 2.2 billion, boosting Eletrosul’s social capital to BRL 3.7 billion. In 2012, the company invested BRL 2.4 billion in generation and transmission ventures and investments made by subsidiaries in generation and transmission. And so, believing in the country’s energetic potential and making necessary adjustments to the new directions of the electric sector, that Eletrosul prioritizes the commitment with its future and Brazil’s future. Executive Board 1. Message from the Administration (GRI 1.1; 1.2) Message to the shareholders The administration of Eletrosul Electrical Central S/A, in compliance with the Brazilian corporate legislation and statutory provisions, presents the Administration Report and Financial Statement corresponding to the 2012 fiscal year and the expert opinions issued by Independent Auditors and the Supervisory Board. This report also presents the most relevant information concerning corporate performance, with figures that demonstrate the consolidation of the company as a transmission utility company and independent power generator – with consistent work to promote economic and social development in its area of operation. The company administration, in order to meet the expectations of the government, its shareholders, clients, partners and the community where it operates, provides additional clarification as necessary. Annual And Sustainability Report Eletrosul 2012 | 11 Porto Belo Bay – Santa Catarina 2. About this Report Bays are indentations of the coastline where the sea advanced towards the interior of the continent. Portions of sea or ocean surrounded by land, as opposed to a Laguna, Bays hold economic and strategic importance since they are usually ideal locations for construction of ports and docks. 2. About this Report Eletrosul publishes its Annual Management Report to inform the public about the major results of its activities and decisions and, since 2008, it has published the Socioenvironmental Responsibility Report, intended to the regulatory agency of this sector: Agência Nacional de Energia Elétrica (ANEEL). Since 2011 the company has chosen to use the guidelines proposed by the Global Reporting Initiative (GRI) to elaborate both reports that, arranged in the same document, has been called Annual and Sustainability Report. This decision aimed at incorporating international standards in reporting models and to attend administrational needs, government specifications, and the standards mandated by Eletrobras holding, continuing the relationship and communication process in a transparent and efficient manner with all strategic audience. (GRI 3.2; 3.3; 3.11) The application of the GRI methodology in the sustainability report also intends to improve the quality and transparency when reporting the Eletrosul performance and management practices, seeking a positive and comprehensive in the business world. Thus, this document outlines the main practices adopted by the company, in line with the Strategic Plan of the current administration, and the respective performance in the economic, social and environmental dimensions, from January 1st until December 31st 2012. (GRI 3.1) The data presented were based on periodic surveys conducted via specific performance indicators, as well as on the study of internal documents and interviews with managers of the institution. (GRI 3.5, 3.7, 3.8) Apart from the economic data, this balance does not include indicators of the Special Purpose Companies, which holds more than 20% of the controlling interest. In their totality, these companies are treated independently in terms of administration. Annual And Sustainability Report Eletrosul 2012 | 15 The report covers all administration with major operations of Eletrosul, which is based in Florianópolis and operates in the states of Rio Grande do Sul, Santa Catarina, Paraná, Mato Grosso do Sul and Rondônia. (GRI 3.6, 2.7). GRI Application Level GRI/G3 – SELF DECLARED sustainability report issued by the Eletrobras holding, which will be subject to assurance review. (GRI 3:13) Economic-financial Indicators Indicator Eletrosul self-declares having reached GRI/G3 application level B in its 2012 sustainability report. This publication included 88 indicators. The total number of indicators presents 51 essential indicators, 29 additional indicators and 19 sector indicators. The report also describes 42 profile indicators. In line with the concept of sustainability, for the first time Eletrosul has opted to print a limited number of reports in order to save natural and financial resources. A complete and interactive version of this report can be found at www.eletrosul.gov.br, in English, Portuguese, and Spanish. Eventual comments or doubts concerning this report may be sent to Eletrosul Management Advisory (Assessoria de Gestão Empresarial - ASG), using the following contact points (GRI 3.4) : (48) 3231-7690 or (48) 3231-7131 or via e-mail: [email protected]. Initially, the indicators and the information reported in the GRI model will not undergo an assurance process. However, considering that the report will also disclose information contained in the Management Report, part of this information will undergo external assurance review. Still, almost all of the indicators will be included in the 16 | Annual And Sustainability Report Eletrosul 2012 2012 1,969.7 Net Operating Revenue 1,824.9 Gross Operating Income 799.6 Net Income 68.5 Total Assets 12,667.8 Net Equity 4,659.8 Current liquisity ratio (%) Thrid party share capital* (%) 2012 3.07 43.02 Net margin (%) 5.72 Return on equity (average) (%) 1.36 EBITDA (BRL Milhões) * BRL Million Gross Operating Revenue Indicator Classification: • Economic (EC) – 08; • Environment (EN) – 26; • Labor Practices and Decent Work (LA) – 15; • Human Rights (HR) – 07; • Society (SO) – 09; • Product Responsibility (PR) – 04; • Electric Utility Sector - Specific (EU) – 19. 1,004.8 AFAC was considered for Net Equity. Environmental Indicators Indicator 2012 Number of employees trained in environmental education and awareness programs. 31 Percentage of employees trained in environmental education and awareness programs. 2.00 Number of students assisted in environmental education and awareness programs. 16,583 Investment in R&D Related to the Environment (BRL Thousand) 1,058.3 Investments in Culture, Sports, and Tourism (BRL Thousand) 2,634 Investments in Health (BRL Thousand) 4,116 2. About this Report Social Indicators Indicator 2012 1,546 Total number of employees 9.38 Employees up to 29 years of age (%) Employees between 30 and 50 years of age (%) 66.11 Employees over 51 years of age (%) 24.51 Number of women in relation to total number of employees (%) 17.34 Women in managerial positions - in relation to the total number of managerial positions (%) 13.33 Black female employees (black and mixed race) - in relation to the total number of employees (%) 0.52 Black male employees (black and mixed race) - in relation to the total number of employees (%) 5.30 Black male employees (black and mixed race) in managerial positions in relation to the total number of managerial positions (%) 2.22 Interns in relation to the total number of employees (%) 14.17 Employees hired from the apprentice program (%) 5.30 Number of employees with disabilities (%) 1.68 Annual And Sustainability Report Eletrosul 2012 | 17 Dunes on Joaquina Beach – Santa Catarina 3. Company Profile Dune is a hill of sand created from aeolian processes (related to wind). When the wind blows, it resolts sand, over time, form dunes. Dunes aren’t necessarily large, many of them are very small. The valley between dunes is called slack. 3. Company Profile Brand Evolution 3.1 History Founded in 1968, Eletrosul Electrical Central S/A began its history as a state-owned company, overcoming financial downturns in the electric utility sector and deep political transformations in the country. In 1998, as part of the privatization program being undertaken in the country, the company’s generation area was sold to the private sector, and Eletrosul was left only with the Power transmission business. In 2004, after a difficult period, the company (which remained a subsidiary of Eletrobras) received a permit to resume its energy generation business and has been developing its activities with a strong focus on sustainability. After all, the electric utility sector, especially in relation to hydroelectric generation developments, has a strong environmental and social influence upon the surrounding community. Hence, methodologies and technologies have been developed to mitigate and/or compensate for socio-environmental effects arising from the undertakings. Headquarters Annual And Sustainability Report Eletrosul 2012 | 21 Eletrosul’s Timeline 1968 to 1974 •• Electric Centrals of South of Brazil– Eletrosul S/A is founded – a subsidiary of Eletrobras, operating regionally, headquartered in Brasilia with its main Office in Rio de Janeiro. •• The company starts its energy production and transmission activities in the states of Paraná, Rio Grande do Sul, and Santa Catarina. •• Construction of the hydroelectric Power plants of Salto Osório and Salto Santiago, both in the Iguaçú River, in Paraná, using pioneer and systemic work to reduce environmental impacts and preserve natural resources. •• Construction of the transmission system interconnecting the three states of the southern region. •• 492 operational kilometers of transmission lines. •• Start-up of Passo Fundo Hydroelectric Power Plant. 1975 to 1979 •• Start-up of the first units of the Jorge Lacerda Thermoelectric Complex and UHE Salto Osório. •• Expansion of 1,637 km of new transmission lines. •• The headquarters and the main Office of the company are transferred to Florianópolis (SC). 1980 to 1984 •• Mato Grosso do Sul is included in Eletrosul’s are of operation. •• The company’s nominal installed capacity for power generation reached 3,222 MW. The transmission lines, in different voltages, total 6,047 km. The transformation capacity reaches 4,662 installed MVA, in 15 substations. 1985 to 1989 •• Creation of the Board of Directors, a joint committee with deliberate purposes that shares corporate management with the Executive Board. •• Another four substation become operational, adding 1,706 MVA to the capacity. 1990 to 1994 •• Eletrosul launches a program to implement auto-control in sixteen 230 and 138 kV substations. •• The Center for Citizen’s Initiatives against Poverty and Hunger and for Life is formed as result of the solidarity offered by Eletrosul’s employees. •• The Uruguayan Frequency Converter is launched, interconnecting the Argentinean and Brazilian electric systems of up to 50 MW. 1995 to 1999 •• Eletrosul is included in the National Privatization Program (PND). •• Launch of Jorge Lacerda IV UTE (Thermoelectric Power Plant) with 350 MW capacity, increasing the company’s Power generation capacity by 11%. Jorge Lacerda, with its four units totaling 832 MW, becomes the largest thermoelectric complex in Latin America. •• Eletrosul becomes a Power transmission company, with approximately 30% of its original size, and closes the year with 1,325 employees. •• Eletrosul, as the first federal state-owned power transmission company, also begins to temporarily operate as the National Electric Power System Operator (NOS) for the southern region. •• Toppling of 13 towers of the Areia-Campos Novos transmission line (TL) (525 kV) due to wind with gusts in excess of 170 km/h. Recovery works were conducted by a team of 248 people around the clock and in partnership with other companies in the sector, enabling the reconstruction of the towers in 13 days, setting new domestic record. •• Implementation of Santo Ângelo Substation (RS). 2000 to 2004 •• The company resumes its participation in the Power generation segment in March 2004 (Law 10,848), concurrently with the approval of the New Model for Electric Sector. •• The company is authorized to conduct emergency works to reconnect the island to the national interconnected system due to an accident occurring during the maintenance of the distribution network, which caused a blackout in the island portion of the city Florianópolis lasting 52 hours. •• The company receives the Valor 1000 Award, offered by the Valor Econômico newspaper, as the company with the best performance in the electric sector. •• The regional office in the state of Paraná is recognized in the bronze category of the 2002 cycle and in the gold category in 2003 and 2004, of the Federal Government’s Brazilian National Quality Award (PQGF) from the Federal Government’s Quality Program, coordinated by the Ministry of Planning, Budget, and Management. •• Eletrosul’s first Social Audit is published. 2005 to 2009 •• Launch of the new Eletrosul System’s Operation Center (COSE), one of the most of 30 MW each, located in the municipality of Sant’Ana do Livramento in the state of Rio Grande do Sul. •• The company receives the Best Brazilian Power Company Award, granted by the IstoÉ Dinheiro magazine, for five consecutive years. •• Eletrosul generates its first MWh from the solar energy accumulated in the pilot plant (photovoltaic cover) in its headquarters. •• The company adheres to the United Nations Global Compact. •• Opening of the Efficient House, certified during the launch of the National Energy Conservation Label for households and multifamily buildings. •• Full energy interconnection of the Santa Catarina Island, via submarine cables, with the National Interconnected System. •• NBR ISO 9001:2008 certification - Central Equipment Workshop and recertification in the supply area 2010 to 2012 •• Eletrosul wins the bid for the Teles Pires Hydroelectric Power Plant, with 1,820 MW capacity, in Mato Grosso (Eletrosul has 24.5% of participation, in other words, 445.9 MW). •• Launch of the New Brand of the System Eletrobrás and, consequently, of Eletrosul. modern centers in the country. •• Classified within the 150 best companies to implementation of the São João Hydroelectric • • One of the 58 companies to receive the •• The company wins, in the new energy bid, the Power Plant (77 MW) in Rio Grande do Sul. •• The company wins the lot to build the Mauá Hydroelectric Power Plant in the third new energy bid in a consortium formed with COPEL. •• ANEEL transfers the concession of the São Domingos Hydroelectric Power Plant in Mato Grosso do Sul, to Eletrosul. •• The company wins, in a partnership, the bid for UHE Jirau (the first undertaking outside its area of operation) and three lots for the Madeira River Transmission Lines. •• Eletrosul, in a partnership with Wobben, was the winner for the implementation and exploration of the Cerro Chato Wind Farm Complex, comprised of three complexes work in Brazil by Guia Você S/A – EXAME. seal of the 3rd Pro-Equality of Gender and also one of 9 institutions to win the seal for three years in a row. 2012 Highlights Launch of UHE Passo São João On 12/21/12 was launched the first Hydroelectric Power Plant in the northwest oh the southern region. With 77 MW capacity – equivalent to the consumption of approximately 580 thousand people, had its first unit in commercial operation in March and the second in July. It’s a part of the Growth Acceleration Program (PAC), where were invested BRL 600 millions. It’s a historic mark for the company as it represents the reappearance of the company in the sector of hydraulic power generation of own undertaking. Launch of UHE Mauá On 12/12/12 was launched the UHE Mauá, in Paraná. With 361 MW capacity of generation, 177 MW corresponding to Eletrosul, enough to serve more than 1 million people. The plant is operated by the Consórcio Energético Cruzeiro do Sul, formed by Copel (51%) and Eletrosul (49%), when together they invested BRL 1.4 billion in the undertaking, which is a part of PAC. The plant was launched with two of its five units operating commercially. This launching marks the return of Eletrosul in the electric power generation with the first large scales plant. Delivered to operations the first generation unit of PCH Barra do Rio Chapéu Since December 3rd Eletrosul has done the procedures to fill the PCH Barra do Rio Chapéu reservatory, in SC. On December 19th Eletrosul delivered to operation the firts PCH generation unit. The machine, which was already cashing during the tests, waits the Operation License, by Fundação do Meio Ambiente(Fatma), to start commercial operations. Entry of last generating units in Complexo Eólico Cerro Chato The entry of the last two generating units of 90 MW in Complexo Eólico Cerro Chato I, II, and III was concluded on January 20 th 6 months ahead of the ANEEL’s Schedule. 24 | Annual And Sustainability Report Eletrosul 2012 New wind farms have works initiated In January, with the access ready, the implementation works of the new wind farms of Sant’Ana do Livramento – Cerro Chato IV, V e VI, Cerro dos Trindade e Ibirapuitã 1, of 78 MW, were initiated. In December, all access, bases, and platforms were already concluded. The assembly of the 39 wind turbines is scheduled to start in March of 2013. Brazil and Uruguay signed the Record of Management Commitments of electrical interconnection undertaking Eletrobras and Administración Nacional de Usinas y Trasmisiones Eléctricas - UTE of Uruguay, signed the Recod of Management Commitments of electrical interconnection undertaking between Brazil and Uruguay. In Uruguay, one LT 525 kV is under construction, with 65 km long; a frequency converter station in Melo (60/50Hz), of 500 MW; one LT 500 kV, with 283 km, and the expansion of SE San Carlos. In Brazil, the project is in the environmental licensing phase (lines and substations), the executive projects of the lines are being prepared and SE Candiota is in project contracting, procurement and construction. ELETROSUL, through a Partial Assignment Agreement with Eletrobras has rights and obligations relating to 39.6% of total works in Brazil, being responsible for the implementation of the transmission lines and the owner’s engineering works in substations President Medici and Candiota. Elected employee representative to Administrative Board With 59,06% of votes, were elected, in the election organized by the company and the employees union, the employee’s representative to the Administrative Board, and the surrogate. The party got 675 votes. Eletrobras at ISE for the sixth consecutive time For the sixth consecutive time, Eletrobras is parte of the Indicator of Corporate 3. Company Profile Sustainability (Índice de Sustentabilidade Empresarial - ISE) of Bolsa de Valores de São Paulo (Bovespa). Disclosed new ELETROSUL RAP by the Federal Government Eletrosul’s shareholders unanimously approved in the Extraordinary General Meeting held on 12/03/2012, the renewal of the concession of the transmission assets, according to the new rules of Provisional Measure 579. The Eletrosul’s RAP value, taking into account the percentage for PIS / COFINS and PASEP, will be BRL 447.5 million, representing a reduction of 50.1% of the current revenue of the transmission facilities and 35.7% based on the total revenue, including generation. The amount of compensation with unamortized assets will be BRL 1.98 billion. According to the rules of the Provisional Measure 591, Eletrosul will also be compensated of non-depreciated assets of May 31st 2000, registered and recognized by ANEEL. Eletrosul’s good operating performance, in recent years, favored the company in defining, by the MME, the new value of the RAP, which becomes effective in January 2013, with the extension of the concession of its assets. Eletrosul was the transmission company that had the smallest reduction of interests because the MME calculations took into account the quality of transmission services provided. In technical references that supported the MME in the definition of new RAPs, ANEEL established a ranking between companies, establishing a classification into five groups of quality, from the relationship between revenue and variable portion. Eletrosul was the company that had the best performance and the only classified in Group 1, serving as reference in terms of variable portion for the calculation of the RAP for the remaining transmission companies. Back-to-back of SE Coletora Porto Velho transmits maximum power The first unit of the high voltage system of direct current HVDC – Back-to-back 2 – concluded its tests on power transmission on December 20th. According to the Porto Velho Energy Transmission S/A (PVTE), 400 MW were transmitted from the generation in Rio Madeira to the system Acre-Rondônia, which is connected to the National Interconnected System (SIN). The maximum power transmission successfully puts this substation - one of the largest ever built in Brazil, with a total area of approximately 524 hectares, equivalent to 750 soccer fields. Built the first tower of “Linhão Madeira” The Norte Brasil Transmissora de Energia, formed by Abengoa (51%), Eletrosul (24.5%), and Eletronorte (24.5%), has initiated the construction of LT 600 kV Porto VelhoAraraquara 2. 2,412 km long, the “linhão”, which Will bring power from the plants in Jirau and Santo Antônio to SIN. The assembly of the first tower of the LT (of 4,332 structures) was concluded on September 14th, in the city of Nipoã, in São Paulo. New concessions of transmission lines and substations Eletrosul, in partnership with the Companhia Estadual de Energia Elétrica do Rio Grande do Sul (CEEE), scooped the main plot of the transmission auction 05/2012 of ANEEL. The projects of Batch A total BLZ 710 million and are essential to integrate the southern region of Rio Grande do Sul to the SIN. There are 490 km of transmission lines (525 kV voltage), three new substations – Povo Novo, Marmeleiro, and Santa Vitória do Palmar – to be implemented by the Transmissora Sul Litorânea de Energia (TSLE) and expansion of an existing unit. The consortium, led by Eletrosul with 51% stakes, won it with full fare: BRL 77.4 million RAPS. Eletrosul has signed the concession that will allow the Special Purpose Company (SPE) Costa Oeste, Eletrosul (49%) and Copel (51%), to strengthen the transmission system in northwestern Paraná. It will be implemented the LT of 143 km, 230 kV and the Substation and Umuarama Sul. Annual And Sustainability Report Eletrosul 2012 | 25 Eletrosul has signed two concession contracts of concession that will enhance the SIN and give more energy security to the South An undertaking with approximately 800 km long transmission lines and the substation Camaqua 3, which will be built by Transmissora Sul Brasileira de Energia S/A (TSBE), Eletrosul (80%) and Copel (20%), and another undertaking related to LT 525 kV Curitiba-Curitiba East, 28 km long, and Curitiba Leste Substation, to be implemented by Marumbi Transmissora de Energia, Copel (80%) and Eletrosul (20%). Solar Power Plant On August 24th, Eletrosul signed a contract with Consórcio Efacec Megawatt Solar to implement the project Megawatt Solar – the 1 MWp photovoltaic power plant to be installed in the headquarters. It will be the first photovoltaic solar plant connected and integrated to a public building in Brazil. Six Specific Purpose Companies (SPEs) should be incorporated to Eletrosul assets The administration was authorized by the Administrative Board to incorporate the SPE’s RS Energia, Porto Velho Transmissora de Energia S/A (PVTE), Eólica Cerro Chato I S/A, Eólica Cerro Chato II S/A, Eólica Cerro Chato III S/A, and Artemis S/A. Eletrosul concludes fiber optic network to meet the National Broadband National Program (PNBL, in Portuguese) countries, in Rio de Janeiro, in order to discuss and define the sustainable development agenda for the next decades. Eletrobras companies had space to present their projects at the booth set up by the holding in the Athletes’ Park. Eletrosul showed their investment in technological innovation, energy efficiency, and clean energy generation from alternative sources. Launch of the second phase of Project Alto Uruguaiana To Recover waste from intensive swine farming and turn an environmental liability into an alternative source of energy: this is the central purpose of the Project Alto Uruguai Citizenship, Energy, and Environment, designed by Eletrobras and Eletrosul to serve the region which accounts for approximately 35% of the domestic production of swine farming. The beginning of the implementation of socioenvironmental initiatives and to encourage power generation from biomass and energy conservation on 07/06/2012 was formalized with the signing of the terms of cooperation with 55 municipalities of Santa Catarina and Rio Grande do Sul, which will be covered in this second stage of the project. The planned investment is more than US$ 11.5 million to be invested over four years. The PNBL can already reach the southern region. Eletrosul has completed the implementation of its optical communication system of high capacity (DWDM), starting in Araraquara, São Paulo, and going through Paraná, Santa Catarina, and Rio Grande do Sul, yielding the necessary infrastructure so Telebras can provide internet at low cost for these states. Eletrosul in Rio +20 Eletrosul attended the United Nations Conference on Sustainable Development – Rio +20, which brought together delegations from 193 member 26 | Annual And Sustainability Report Eletrosul 2012 Pilot Plant Solar Energy - Headquarters 3. Perfil da Empresa Eletrosul’s Energy System ELETROSUL’S ELECTRIC POWER SYSTEM 71 Substations 01 Frequency Converter 7,061 miles of transmission cables 23,000 Towers 58,036 miles of cables 24,524 MVA transformation capacity 30 million people served LEGEND ELETROSUL SUBSTATION 525 kV transmission line Eletrosul 138 kV transmission line Eletrosul OUTSOURCED SUBSTATION OUTSOURCED SUBSTATION WITH OPERATION AND/OR MAINTENANCE AND/OR SHAREHOLDING BY ELETROSUL 525 kV transmission line. Outsourced with operation and/or maintenance and/or shareholding by Eletrosul 138 kV transmission line. Outsourced with operation and/or maintenance and/or shareholding by Eletrosul ELETROSUL HYDROELECTRIC POWER PLANT UNDER CONSTRUCTION 230 kV transmission line Eletrosul 69 kV transmission line Eletrosul OUTSOURCED HYDROELECTRIC PLANT 230 kV transmission line. Outsourced with operation and/or maintenance and/or shareholding by Eletrosul 69 kV transmission line. Outsourced with operation and/or maintenance and/or shareholding by Eletrosul WIND FARM SOLAR PLANT Date Updated: December 2012 Annual And Sustainability Report Eletrosul 2012 | 27 3.2 The Company Presentation of general data and technical and legal information of the company. (GRI 2.1; 2.2; 2.4; 2.6) Full Name of Unit and Acronym Corporate Taxpayer Registration No. (CNPJ) 00.073.957/0001-68 Legal Classification Mixed Capital Company Ministry Subordination Ministry of Mines and Energy (MME) Full Address of Headquarters Rua Deputado Antônio Edu Vieira, 999, Bairro Pantanal – Florianópolis, Santa Catarina, CEP 88040-901, telephone +55 48 3231-7000, fax +55 48 3234-5678 Address of the Institutional Website www.eletrosul.gov.br Legal grounds for creation, definition of competencies and organization structure, bylaws or articles of incorporation, and respective date of publication in the Official Gazette (DOU) Incorporated on 12/23/1968 and authorized to operate by Decree 64,395 of 04/23/1969. Prevailing Government Function Energia Type of Activity Transmission utility company and Independent power generation producer Eletrosul Electrical Central S/A is a mixed capital, privately held, transmission utility company and independent power generation producer incorporated in 1968 and authorized to operate by Decree No. 64,395 of 04/23/1969. It is asubsidiary of Brazilian Electrical Central S/A Owners (Eletrobras) and is subordinated to the Ministry of Mines and Energy (MME). The company presents, on 12/31/2012, a total of BRL 9.231 million (BRL 12,725.6 million when consolidated with the assets of the SPE’s) in assets and the following ownership structure (GRI 2.3): Quantity Social Capital Participation (%) Eletrobras 90,136,442 3,735,245 99.8619 USIMINAS 57,901 2,398 0.0641 CEEE 49,519 2,054 0.0549 Copel 14,195 587 0.0157 Celesc 1,544 64 0.0017 CSN 1,194 49 0.0013 320 15 0.0004 90,261,115 3,740,410 100.00 Others Total 28 ACRONYM: Eletrosul Eletrosul Electric Central S/A | Annual And Sustainability Report Eletrosul 2012 3. Company Profile In addition, in 2012 Eletrosul gained 100% of the controlling interest in Artemis and 75% in Uirapuru, whose remaining 25% were assumed by Fundação ELOS (GRI 2.8; 2.9). The company is headquartered in Florianópolis, state of Santa Catarina, and operates in Brazil in the three states of the southern region, Mato Grosso do Sul, and Rondônia, via partnership in the Consórcio Energia Sustentável do Brasil (ESBR), Norte Brasil Transmissora de Energia (NBTE), Porto Velho Transmissora de Energia (PVTE), and Mato Grosso and Pará, via partnership in the Consórcio Teles Pires Energia Eficiente (GRI 2.5; 2.7; 2.8). Concerning energy planning, the Ministry of Mines and Energy, via the Energy Research Company (EPE), is responsible for conducting studies that support the Brazilian energy planning, whether for market expansion planning, power generation, or transmission. EPE works in partnership with the agents during the definition of the expansion of market segments and transmission, where Eletrosul has a strong presence, whether in the consolidation of market data in the southern region of the country or taking part in study groups that define the expansion of the main transmission systems in the country (GRI EU10; EU19). With 1,546 employees, 469 outsourced workers, and 205 workers with amnesty1, the company conducts studies and projects, builds and operates power transmission facilities, is currently building power generation facilities, provides telecommunication services, and conducts other associated trade activities. In addition, it invests in research and development, fostering the use of alternative energy sources. Eletrosul’s business portfolio includes the transmission, generation, and trade of energy, as well as the provision of other services associated with the sector, such as the operation and maintenance of transmission lines and telecommunications. In the segment in which the company operates the customers are mostly power distribution companies that, in December 31st 2012, totaled 20. 1. Employees that returned to service on the term of Law Project 8.878, 11/05/94. Efficient House Mosaic Annual And Sustainability Report Eletrosul 2012 | 29 In line with the Federal Government’s public policies, Eletrosul invested, in 2012, BRL 82.7 million in its own transmission and BRL 560.7 million in its own generation, which, added to the investments in generation and transmission developments via its subsidiaries, totaled BRL 2.4 billion. In 2012, Eletrosul repositions itself in the market for electricity generation with the start-up of operations of the first plant of its own, Hydroelectric Passo São João, in Ijuí River, in Rio Grande do Sul. The undertakings related to Porto Velho Transmissora de Energia (PVTE) were also concluded, comprising LT 230kV Coletora Porto Velho/SE Porto Velho, and SE Coletora Porto Velho 525/230kV, essential for the energy flow produced in Amazon to the major consumer centers in the country (GRI EU1; EU4). Eletrosul’s predominant acting area comprises the three southern states and Mato Grosso do Sul. According to 2010 Brazil Regional Accounts, from the Brazilian Institute of Geography and Statistics (IBGE), this area of activity accounts for approximately 17.7% of national GDP and 17.9% of the total market for Brazilian electricity, housing a population of approximately 30.5 million inhabitants, representing 15.6% of the population. Also accounts for 28.9% of agricultural production, 21.8% of the industry, and 20.8% of the industry’s national trade. The association and institutions the company takes part are described below (GRI 4.13): • Brazilian Electricity Regulatory Agency (ANEEL) • National Telecommunications Agency (ANATEL) • Brazilian Electric Energy Concession Association (ABCE) • Brazilian Risk Management Association (ABGR) 30 | Annual And Sustainability Report Eletrosul 2012 • Brazilian Technical Standardization Association (ABNT) • Brazilian Human Resources Association (ABRH) • Association of the Members of the Forum of the State of Santa Catarina for Ending Violence Against and Sexual Exploitation of Children and Youths • Brazilian Association of Power Generation Companies (ABRAGE) • Brazilian Association of Large Power Transmission Companies (ABRATE) • Brazilian Wind Energy Association (ABEEólica) • Brix Energia e Futuros S/A • Electric Power Trade Chamber (CCEE) • Brazilian Committee for the Regional Energy Integration Commission (BRACIER) • Brazilian National Electric Power Generation and Transmission Committee (CIGRÉ–Brazil) • Regional Nurses Council of Santa Catarina (COREN-SC) • Regional Medical Council of Santa Catarina (CRM-SC) • Foundation Committee of Corporate Management (Fundação COGE) • Eletrosul Social Security Foundation (ELOS) • National Quality Foundation (FNQ) • Ethos Institute of Corporations and Social Responsibility • National Institute of Industrial Property (INPI) • Institute for the Development of Alternative Energy in Latin America (IDEAL) • International Hydropower Association (IHA) • National Electric System Operator (ONS) • Electricity Memory 3. Company Profile 3.3 Organizational Structure Eletrosul’s organizational structure is comprised of the respective levels and bodies, presented below, and represented in the company’s organization chart: Senior Management ANNUAL GENERAL MEETING – The Annual General Meeting, convened and held according to the applicable laws and to Eletrosul’s Articles of Incorporation, has the power to decide on all businesses conducted by the company and to adopt the resolutions it may deem appropriate to its defense and development. SUPERVISORY BOARD – Joint committee responsible for inspecting the actions of Eletrosul’s managers and for verifying the fulfillment of their legal and statutory duties. BOARD OF DIRECTORS – Eletrosul’s highest joint committee, whose role is to establish the company’s highest guidelines and policies. EXECUTIVE BOARD – Joint committee responsible for Eletrosul’s general management, according to the guidelines established by the Board of Directors. PRESIDENCY AND BOARDS – Committees responsible for planning, coordinating, and controlling activities that are specific to their area of operation, established by Corporate Law, in the Articles of Incorporation and in the company’s Organization Guidebook. It includes the roles of Executive Assistant and Special Advisor. Advisory Bodies that provide support to the Board of Directors, Presidency, and departments in the preparation of strategies and action plans: Audit; Advisory; Coordination Offices; General Office, and Ombudsman. Intermediate Management Bodies that form the administrative units organized by departments and coordination offices, responsible for the implementation of work programs and having operational management bodies as their subordinates. Operational Management Bodies that execute previously established work plans, referring to their specific activities, organized by divisions. Special Bodies COMMITTEE – Permanent joint committee, formally assigned through deliberation of the Board, whose role is to analyze, study, propose, and assess company policies. COMMISSIONS, WORK GROUPS, AND TASK FORCES – Temporary joint committees, formally assigned through deliberation of the Board, whose role is to analyze, study, propose, and assess alternatives to solve specific problems of the company. Special Bodies do not have subordinates. The following is organizational chart for Eletrosul. Annual And Sustainability Report Eletrosul 2012 | 31 Organizational Chart Shareholders’ meeting Supervisory Board Board of Directors Internal Audit Executive Board Administrative Office 32 Chief Financial Office Presidency | Annual And Sustainability Report Eletrosul 2012 Operation Board Director of Engineering 3. Company Profile Administrative Office CFO Management Advisory to Administrative Office Management Advisory to CFO Economic and Financial Advisory Coordination of economic evaluation of projects financial Coordination of resources capitation and assessment of shareholders equity Department of Supply Management Department of Information Management and Infrastructure Department of People Management Department of Planning and Budget Department of Financial Transactions Department of Accounting Procurement and Contracts Division Division of Documentation and Organization and Methods Division of Benefits and Personnel Management Division Planning and Budget Programming Contract Management and Accounts Payable Division Accounting and Asset Control Division Administration Division of Material and Quality Division of Management Information Division of monitoring and developing staff Management of Budget Division Treasury and Accounts Receivable Division Division of Tax Information Contract management, insurance and registration of suppliers division Division of transport and infrastructure Security of work and occupational health division Accounting Information Division Annual And Sustainability Report Eletrosul 2012 | 33 Organizational Chart Operation Management Presidency Advisory Media and Marketing Secretary General Advisory Board to Operation Management Business Consultant Legal Advice Department of System Operation Advisory of Energy Trading Maintenance Department and Support to Operation Department of Telematics Advisory of Social Responsibility Coordination of Administrative, Environmental and Energy Operating System Division Technical and Administrative Coordination Division Engineering Division of Telecommunications Maintenance Programming and Operation of Telematics Division Ombudsman General Coordination of Employment Law, Tax and Asset Protection Division and System Studies Regional Division of Mato Grosso do Sul Division of Engineering Equipment Maintenance Division of Supervision and Operation Support Division of Standards and Engineering Operation Regional Division of Paraná Engineering Division of Transmission Lines Maintenance Regional Division of Rio Grande do Sul Engineering Division of Measurement, Protection and Control Maintenance Office Brasilia Coordination of Process Control and Risk Management Regional Division of Santa Catarina Regional Division of the West Regional Division of Rondônia 34 Engineering Department of Maintenance | Annual And Sustainability Report Eletrosul 2012 3. Company Profile Director of Engineering Advisory Board to Director of Engineering Advisory of Regulation and Business Advisory of Project Implementation Coordination of Regulations and Contracts Coordination of Business Department of System Engineering Department of System Planning Department of Research and Development and Energy Efficiency Department of Generating Engineering Department of Environmental Engineering and Land Engineering Division of Protection and Control Transmission Planning Division Division of Research and Development Engineering Division and Projects Generation Division of Environmental Engineering Division of Construction of the System Division Generation Planning Division of Energy Efficiency and New Technologies Division of Coordination, Planning and Control of Generation Engineering Division of Land Division of Electromechanical Engineering and Civil Division Generation Works Division of Coordination, Planning and Budgeting Division Hiring and Management of Generation Control Coordination of Hydroelectric Maua Regional Coordination Program Light for All Division of Contracting and Contract Administration and Warehouse System Annual And Sustainability Report Eletrosul 2012 | 35 Employee Profile (in 12/31/2012) (GRI 2.8) Eletrosul has a total of 1,546 employees and 205 workers with amnesty in conformity with the law 8,878/94, which are lent to Bodies or Entities of Federal Public Administration, totaling 1,751 employees. In 2012, 9 employees and 88 with amnesty joined, 18 employees and 4 with amnesty were dismissed. 3.4 System Reliability (GRI EU6) The responsibilities, rules, and procedures involving the operation of the system under Eletrosul’s command and execution are standardized in the Operation Guidebook, in line with the Network Procedures established by the National Electric System Operator (ONS). The interventions for the electric system are analyzed, documented, and optimized by a shutdown programming team, aiming to maximize system availability. In order to do so, the company maintains an engineering team specializing in electric studies, which ensures operations within systemic safety standards, aiming at reliability and availability of its assets. Eletrosul’s technical operators are systematically trained and certified to, in case of contingency, reestablish the system as fast as pos sible. All maneuvers executed in real time by the operation comply with strict criteria developed to mitigate errors and ensure reliability and availability of the electric system. Eletrosul coordinates the operation via Eletrosul System’s Operations Center (COSE), which is divided into the Transmission Operations Center (COT), Generation Operations Center (COG), and Telecommunications Operations Center (CCT). Operation commands are executed by Regional Centers for the Operations of Facilities (CROI), aided by local operation assistants in the facilities, with the possibility of back-up operation via the Contingency Operations Center (COC), which is centralized at COSE. 36 | Annual And Sustainability Report Eletrosul 2012 All occurrences in the system under the responsibility of Eletrosul, whether untimely shutdowns or operational procedures, are subject to a detailed analysis through a routine to analyze the performance of the operation procedures. In this routine, the procedures executed and the time for system recovery are classified and assessed to improve the quality of the operation. Moreover, the development of the protections applied to Eletrosul’s facilities is subject to a detailed analysis whenever protections are required by the electric system, ensuring efficiency and safety for the transmission services. Maintenance teams are decentralized and their logistics and sizing are developed systematically through analyses and calculations performed by the company’s Maintenance Engineering department. The Technical Coordination and the Main tenance Engineering teams perform systematic analyses of the performance of the facilities based on the data available in the management systems. These analyses give rise to the definitions of improvements and renovations to be implemented in the facilities, aiming to maintain system reliability. Additionally, the company maintains an enhanced inventory of spare towers, equipment,and accessories, aiming to minimize downtime, with no burden to the company’s assets. Due to its excellent operational performance, Eletrosul has presented one of the best Variable Portion (PV)2 indices in Brazil, according to the reports issued by the National Electric System Operator (ONS), maintaining a prominent position in relation to other utility companies. 2. PV, established by Normative Resolution 270/2007 issued by ANEEL, is the portion of revenue deducted from Base Payment of the Transmission Functions – FT due to downtime, temporary operational restriction, cancellation of interventions outside the established program, and delay in the start-up of new FTs, under the responsibility of the transmission utility company. 3. Company Profile 3.5 Research and Development (GRI EU8) As an ongoing process, development and technical innovation are continuously fostered by policies, strategies, and guidelines bound to the company’s and the Eletrobras businesses. Thus, the company seeks to ensure the priority of its research on new technologies in the power generation and transmission areas to meet the demands of a competitive environment. Eletrosul has a Research, Development, and Innovation Policy (P&D+I), in line with its strategic planning, with relevance to the country (defined by ANEEL) and with the holding’s guidelines. In compliance with the guidelines established by Eletrobras’s Research, Development, and Innovation Policy, the companies of the System conduct consecutive meetings to assess the actions and proposals for new research projects, in addition to verifying potential cooperation between companies. The projects included in ANEEL’s Research & Development portfolio are developed in partnerships with renowned universities and research centers, thus fostering conditions for the generation of scientific knowledge, technological development, and acquisition of knowledge. The partnership of over 30 years with the Energy Research Center (Cepel) 3 enables the holding of summits and technical meetings and the conducting of specific projects, including energy and economic/financial studies of electric systems; supervision, control, and protection of electric systems; planning and electric operation; and technology of transmission equipment. Eletrosul’s technical teams are increasingly present in research projects. In relation to the R&D program, in 2012, Eletrosul completed the following projects: PV Analysis: assessment of the suitability of the variable portion as a remuneration mechanism for the quality of the transmission service; Induction Energy: obtaining sources of energy through induction in the lightning rods installed along transmission lines; H-Biogas: obtaining hydrogen through the reform of biogas for conversion into renewable energy; Bio-oil: study of the use of bio-oil in diesel engines for distributed thermoelectric generation; Water Monitoring: real time monitoring of water quality at the reduced flow section of UHE Passo São João, using a wireless sensor network; Replanting: reintroduction of endangered species; Of the ongoing R&D programs, we can highlight the following: Silicon Purification to Solar Degree: has the objective to obtain purified silicon to solar degree, which is the raw material to build photovoltaic cells, to be used in solar modules. It will enable the mastery of the production chain to generate clean energy from solar light. Vinasse Treatment: development of a high performance anaerobic digester system to treat vinasse, in order to tap the Biogas energy source, from the 2009 Program – R&D ANEEL and developed in 36 months with the Technology Institute to Development – LACTEC. 3. In partnership with Cepel, its being applied a value similar to that established by Law n. 9.991/2000 for technological development, strengthening the innovation process. Annual And Sustainability Report Eletrosul 2012 | 37 Treatment of Agricultural Waste: development of research in the technology of biodigestion to process the Brazilian agricultural waste. The line of research aims to increase the production of methane using new low cost biodigestion techniques. Passive Sensor Network: development of a passive sensor network to measure the integrity of equipment used in wireless energy transmission systems. Emergency Tower: development of emergency tower prototypes. Exploitation of Bauxite: intends to use the plasma technology to develop a process to treat the bauxite impregnated with insulating oil. This is the bauxite that results from the process of transformer oil regeneration. It is toxic and needs to be discarded properly. This treatment will transform the bauxite Alto Uruguai Project 38 | Annual And Sustainability Report Eletrosul 2012 in a non-toxic material with possible industrial applications. Microbial Cell: development of a Microbial Fuel Cell destined to electricity generation. Aeolian Magnus: this project intends todevelop a prototype of a wind turbine with horizontal axle based on the Magnus effect. Replacement of Battery Bench in Substation: development of an electric backup system, based on the use of hydrogen, capable to replace the battery benches in substations. Mobile Gauge: development of a high sensitivity, selectability, portability gauge system to use in the substations. Circuit Breaker Monitoring: development of a monitoring, detection, and diagnosys failure system for high-voltage circuit breakers. 3. Company Profile In addition to the R&D projects above, Eletrosul also funds the development of the following projects: Eletrisol II: development of industrial processes to produce solar cells with aluminum paste; These actions are the result of a total investment of BRL 2.6 million in research and development in 2012. Thus, the company reaffirms its commitment to contribute to the education, study of new energy sources, and sustainable development of the country. Annual And Sustainability Report Eletrosul 2012 | 39 Sierra Aparados – Rio Grande do Sul 3. Perfil da Empresa “All shades of green and blue seems imprinted on this side of Rio Grande , for my joy and torment. I live with the roaring urge to bring to my screen the blue from these mountains, sky, shade and lake; the green from these trees, hills, slopes e forests; the transparency of these waters, immensity and fogs; this warm golden sun .” Saga - Érico Veríssimo Cerro Chato - Rio Grande do Sul 4. Corporate Governance Pampa is a biome characterized by a vegetation of grasses, creeping plants and some trees and shrubs found near rare watercourses. The pampas are an important contribution to the preservation of biodiversity, particularly by mitigating the greenhouse effect and help control erosion. 4. Corporate Governance Eletrosul fulfills its obligations, defined by the Law of Corporations No. 6,404, in which it presents its Senior Management instated by the General Meeting, consisting of the Board of Directors, Supervisory Committee, and Executive Board. Aiming at transparency and publicity of its administrative actions and contributing to the effective social control of public management, Eletrosul’s Ombudsman’s Office is intended to be a permanent communication channel for workers and for the public, contributing to the development of the company, to civic awareness, and to the preservation of individual and collective rights. The function of the Internal Audit, linked to the Board of Directors, is to advise the Company Administration in the investigation of acts, procedures, and corporate processes from a legal, moral, economic, ethical, and transparency standpoint. In addition to being part of the Sustainability Committee of Eletrobras companies, Eletrosul has in its management structure a Corporate Sustainability Committee, linked to the Board of Directors and coordinated by the Chief Executive Officer. In compliance with the restrictions resulting from its condition as a privately held company, the company aligns with the best practices in corporate governance, according to the principles established by the Brazilian Institute of Corporate Governance (IBGC). The Process and Risk Management Department (CCPR) aims to identify, analyze, assess, and monitor, in conjunction with the business areas, the critical risks between the strategic, financial, operational, and compliance pillars in addition to revising, implementing, monitoring, and assessing internal controls of the company’s processes. Annual And Sustainability Report Eletrosul 2012 | 45 It is important to note that an independent audit is performed in compliance with CVM Instruction No. 381 of January 14th, 2003, approved by the Official Memorandum/CVM/ SNC/SEP No. 01/2007 of February 14th, 2007. To this end, the company PricewaterhouseCoopers Independent Auditors was hired exclusively for the provision of these specialized technical services to audit the financial statements of the 2009 to 2013 fiscal years. It is important to highlight that even though Eletrosul is a privately held company, its shares have an impact on the valuation of Eletrobras, which has its part in the stock market of São Paulo (BM&FBOVESPA), Madri (Latibex), and New York (NYSE), important source of raising funds for new investments. Thus, the company has enhanced its Management Model, refining Corporate Governance Structure the implementation of good corporate governance practices, using as a model the Code of Best Practice for Corporate Governance, instituted by IBCG, as well as the incorporation of sustainable development values, social and environmental responsibility aspects with stakeholders, and criteria for excellence in management, which are items required by the credit market. 4.1 Governance Structure of the Organization (GRI 4.1) Eletrosul’s corporate governance structure consists of the General Meeting of Shareholders, the Board of Directors, the Supervisory Committee, and the Executive Board, and relies on the support of advisory bodies and strategic committees as shown in the figure below: General Meeting of Shareholders Audit Committee Board of Directors Committee of Strategic Investments Corporate Sustainability Committee Internal Audit Standing Committee on Ethics Executive Board Standing Committee for Gender Board Administrative CFO Presidency Direction of Operation Director of Engineering P&D Committee Standing Committee Analysis Sponsorship 46 | Annual And Sustainability Report Eletrosul 2012 4. Corporate Governance In 2012, Senior Management held three General Meetings (of which one was ordinary and two extraordinary), thirteen meetings of the Supervisory Board and Board of Directors, and fifty meetings of the Executive Board. that the board member representing the employees do not participate in discussions and deliberations of matters involving labor relations, compensation, benefits and advantages, including matters of pension and health care, which hypothetically configure conflict of interest (GRI 4.6). ANNUAL GENERAL MEETING – The Annual General Meeting, convened and held according to the applicable laws and to Eletrosul’s Articles of Incorporation, has the power to decide on all businesses conducted by the company and to adopt the resolutions it may deem appropriate to its defense and development. The advisors’ remuneration is fixed at 10% of the average remuneration of the directors of the company, with no variable compensation (GRI 4.5). In 2012, Eletrosul developed a formal evaluation of its board members, and its application is expected to 2013, referring to the previous year’s performance (GRI 4.10). SUPERVISORY BOARD – Joint committee responsible for inspecting the actions of Eletrosul’s managers and for verifying the fulfillment of their legal and statutory duties. EXECUTIVE BOARD - Joint committee responsible for Eletrosul’s general management, according to the guidelines established by the Board of Directors. BOARD OF ADMINISTRATION – Joint with deliberative functions provided for by law and the bylaws of the company. The Board is composed of up to six members, with reputation and moral standing, elected by the General Assembly, which designate, including the Chairman, all for a one year term, reelection permitted. Of these, three are considered Independent advisors for not having links with the electric energy sector. One of the members of the Board of Directors is appointed by the Minister of State for Planning, Budget and Management (GRI 4.7). In order to address strategic issues, specific groups are formed, as described below: Eletrosul’s Corporate Sustainability Committee (CSEE) (GRI 4.9) After amending the bylaws, which occurred in September 2011, the Board of Administration has now, as of May 2012, with one member elected by employees and substitute, chosen by direct vote of his peers among active employees, in an election organized by the company together with the unions that represent them, in terms of prevailing legislation. It also states Created in 07/10/2007, the Committee underwent changes in Internal Regulations and structure, starting in 2012. Coordinated by the director-president, this committee has the following responsibilities: guarantee and promote all aspects that address sustainability (economic, social and environmental dimensions) by identification, approach, and treatment of critical matters that represent risks or might impact relevantly the business, in long-term results, in the relationship with the stakeholders, and in the company’s image. In addition, Eletrosul is a part of Eletrobras companies Sustainability Committee. Annual And Sustainability Report Eletrosul 2012 | 47 • Propose the making of the Multiannual Program for Corporate Expansion, taking as a reference the corporate strategic plan; The structure of the CSEE is presented below: Overall Coordination Executive Secretariat Committee of Corporate Sustainability Eletrosul - CSEE Core Business Sustainability Eletrosul - NUSEE Strategic Committee for Investments (CEI) The CEI was created with the responsibility of advising the Executive Board on macroguidance and decision-making related to investments in the electric system assets, being own assets, under trust, or special purpose entity, with responsibility for: • Develop a proposal for macro-guidelines to compose the Multiannual Program for Enterprise Expansion, structured to meet business strategies and provide decisionmaking by the Executive Board; • Define the macro-guidance in order to consider the assumptions and criteria to be used to explore and prioritize investment opportunities, guide projections of cash flows, set the capital structure, and outline alternative funding necessary to pace projects that were to be selected; 48 | Annual And Sustainability Report Eletrosul 2012 • Review the Multiannual Program for Corporate Expansion, systematically, in order to provide the best offer for the Portfolio of Investments; • Submit to the Board the evolution of the Multiannual Program for Corporate Expansion. Permanent Committee for Gender and Race Issues Awareness and commitment to social responsibility in a company depend on the incorporation of values such as equality, dignity, and justice. In this sense, Eletrosul seeks to promote equal opportunities between men and women by respecting their biological differences and eradicating socio-cultural disparities. To this end, Eletrosul created a Committee for Gender Issues, which was formalized in 2006 and is currently composed of 17 male and female employees from several areas of the company. The objective of this committee is to foster debate, implement and monitor projects and actions focused on women, and contribute to the sustainable development in the region where it operates by proposing a gender equity policy. With this perspective, the company adhered to the fourth edition of the Pro-Gender-andRace-Equity Program 2011/2012 of the State Department for Women’s Policies (SPM/PR) in order to proceed with the initiatives it has been developing. Consequently, an increase in the number of women in management and decision-making positions was observed with the appreciation of social diversity within the company, through a preventive process against discrimination in the workplace, and by promoting more awareness, socialization of knowledge, and assurance of social rights. 4. Corporate Governance Research, Development, and Technological Innovation Committee Created in 2002, Eletrosul’s Research, Development and Technological Innovation Committee is responsible for assessing and deciding on research projects conducted by the company. The committee is coordinated by the Department of Research, Development and Energy Efficiency (DPE) and is composed of ten employees, with eight stand-ins, all of whom are designated by Eletrosul’s Executive Board and by professionals and/or entities directly or indirectly linked to research and development activities and to technological innovation. Other people, who can contribute to decisions and are invited by the General Coordinator, may attend the committee’s meetings. Permanent Ethics Commission (GRI 4.8) Eletrosul’s Permanent Ethics Commission was established in 2001, and its objective is to disseminate knowledge and clear doubts on ethical conduct among employees, administrators, and representatives. Thus, it is possible to minimize the subjectivity of personal interpretations on moral and ethical principles, as well as to improve the public image of the company and of its employees. In addition, this commission is responsible for investigating, through report or letter, conduct violating ethical standards and recommending, monitoring, and assessing — within the scope of the agency or entity to which it is linked — the development of initiatives aimed at dissemination, teaching, and training on this subject. The commission is formed by a chairman, two effective members, the same number of standins, as well as a person responsible for the executive department of the committee. Permanent Commission for Analysis of Institutional Sponsorship The Permanent Commission for Analysis of Institutional Sponsorship aims to approve projects for sponsorship and support by Eletrosul according to the Table of Levels and Limits of Competency (NLCR). For projects to be accepted, they must be focused on lowincome communities, aiming at providing new work and income opportunities and directed at professional education, thus increasing the employability of this population. Moreover, projects that reveal or maintain new athletes who have already excelled in their sport, as well as projects focused on education and culture for low-income communities, are also accepted. The commission is composed of the Head of the CEO’s office, the Manager of the Administration Management Advisory Board, the Manager of the Engineering Department Management Advisory Board, and the Manager of the Operations Department Management Advisory Board. 4.2 Responsibility with Stakeholders (GRI 4.4; 4.14 a 4.17) The communication and disclosure of corporate governance-related subjects to the stakeholders is done through a set of management procedures such as reports on management and administration, publication of the balance sheet of financial reports, and publication of strategies and strategic objectives contained in the Strategic Plan. The company’s communication plan is shown in the table below. Annual And Sustainability Report Eletrosul 2012 | 49 Eletrosul’s Communication Plan Stakeholders Objective Frequency RD – Resolutions of the Board PRD – Proposal of Resolution of the Board DCA – Deliberation of the Board of Directors Strategic Map and Internal and External Communication Communicate Plans, Strategies, Goals, and Results Annual Regulatory agencies (ANEEL) Meetings Reports Communicate Plans, Strategies, and Results and answer questions on institutional, technical, and economic performance, and environmental and social aspects. Annual Financiers (banks) Technical Meetings Communicate financial indicators on institutional and technical issues Administration and Management Reports Balance sheets, Technical Meetings, Financial Statements Communicate Plans, Strategies, and Results on institutional and technical issues Annual Technical Meetings Reports Customer Satisfaction Survey Receive and provide information on technical and customer satisfaction issues Annual Partners (SPE’s) Technical Meetings Reports Communicate Plans, Strategies, and Results on institutional and technical issues Annual Suppliers Technical Meetings Clear doubts When necessary Major Newspaper (release) Reports, Internet, Ombudsman Answering consultations and requests for information Frequent Seminars, Technical Meetings, Management Contract, Management Portal, Banner, Intranet, Learn More, Eletrosul Newsletter, Ombudsman, Lotus Notes, Short Films, Blog of the Board of Directors dar conhecimento aos empregados sobre os planos, estratégias e resultados When necessary Shareholder Supervisory agencies (TCU, CGU) Clients Public Internal stakeholders 50 Instrument | Annual And Sustainability Report Eletrosul 2012 When necessary 4. Corporate Governance Main environmental organizations with which Eletrosul maintains a relationship: Agency Description Ibama Brazilian Institute of the Environment and Renewable Natural Resources Fatma Foundation for the Environment/SC Fepam State Foundation for Environmental Protection/RS Defap Department of Forests and Protected Areas IAP Paraná Environmental Institute/PR Imap Pantanal Environmental Institute/PR Imasul Mato Grosso do Sul Environmental Institute Sedam Secretariat of State Environmental Dvelopment/RO Obs.: in addition to environmental agencies, other institutions are involved in the preparation of documents: municipal city authorities, the National Institute of Historic and Artistic Heritage (IPHAN), National Indigenous Foundation (FUNAI), and the National Department of Mineral Production (DNPM). Eletrosul has relationship procedures with its main stakeholders.A survey done with the stakeholders, in 2012, showed that the main interests are: • • • • • Economic Performance: 28% Energy: 20% Community: 20% Indirect Economic Impacts: 17% Biodiversity: 15% Annual And Sustainability Report Eletrosul 2012 | 51 The following table shows Eletrosul’s main actions about these matters: Stakeholders Key Requirements Shareholders Economic Performance, positive image with clients and the public, transparency and integrity of information Accountability and Repots (Administration, Annual and Sustainability) Community Investment practices, purchasing processes, emissions of greenhouse gases (GHG) emissions, effluents and waste More disclosure of these questions in the Corporative Reports. Clients Low unavailability of the electricity system System Operational Effectiveness Work Force Composition of the tariffs ,issues related to community, and economic performance Frequent publishing of the company’s actions in the internal communication channels. Employees Economic Performance and regulation of energy sector Employee representative on the Administrative Board and disclosure of actions to adapt changes of regulations Suppliers Questions about acquisitions for the company and indirect economic impacts Maintenance of a Central Service for Suppliers and the creation of the Integrated Programme of Sustainable Development Government Energy sector regulation and composition of tariffs Cost optmization and services to the network procedures. Public Questions about biodiversity and economic performance More disclosure about this questions in its Corporative Reports Internal Communication Channels Employees rely on a daily electronic newsletter, Saiba Mais (Learn More), which is sent to them in the mornings. Saiba Mais brings news on new developments, ongoing work, financial investments, initiatives, and sustainability projects and programs developed by Eletrosul. Employees also have access to the Eletrosul Newsletter, a monthly print publication that also covers all the previously mentioned subjects but with a greater degree of depth, since it is a communication outlet with more durability than Saiba Mais. 52 Electrosul’s Actios | Annual And Sustainability Report Eletrosul 2012 Another communication channel is Saiba (Learn), an electronic memo occasionally sent to employees to communicate relevant facts. In addition to these channels focused on employees, Eletrosul has an institutional e-mail system through the Social Communication and Marketing Advisory Board, used to send messages to employees, as well as another media outlet called Corporate TV. There are screens scattered in places of large circulation within the company’s headquarters, which allows for a summarized communication of important information. 4. Corporate Governance The advertising area supports the communication of information to the internal audience with the distribution of informative brochures, banners, institutional videos, and booklets on Eletrosul’s management and policies. CCEE, the company has no effective competition in the segment. Eletrosul’s customers are companies from the same sector of activity that promote commercial and technical relationship as set in contracts between the parties, who follow all directives from regulators in addition to considering the specifics of the technical facilities of the contractor. As a tool for communication of relevant facts, the company has a video-conferencing system that ensures real-time communication with all units and their employees. In order to monitor and improve the relationship with its employees, Eletrosul applies the Organizational Climate Survey. Even though the regulators or the contracts impose many difficulties for a point of establishment, Eletrosul seeks to improve its services using various mechanisms to identify the needs and expectations of customers: 4.3. Customer Satisfaction (GRI PR5) By the characteristic of the Brazilian electricity market, with regulations set by ANEEL, ONS and Mechanisms Details Participation in technical forums Identifying trends and new technologies to add value to the product in order to anticipate the needs of customers Periodic visit to customers Discussion on future expectations of customers to avoid claims Determinative Transmission Expansion Plan – PDET Analysis of the ability of equipment to meet the future needs of the Transmission System Meetings on Critical Analysis of Operating Performance Monitoring of programmed actions and identification of new demands Meetings of Eletrosul’s Corporate Sustainability Committee Prioritization of service to Clients Commissioning Test activities and adjustments of equipment and systems prior to the commercial operation Customer Satisfaction Survey Questionnaire Specific questions to customers about still unmet needs Annual And Sustainability Report Eletrosul 2012 | 53 To focus efforts on meeting the needs of customers, since 2001 Eletrosul has, through a specialized company, applied the Customer Satisfaction Survey. Since 2003 the rates obtained in overall satisfaction have been above 91%. In 2011, this figure reached 95.5% in contrast to 95.2% of 2010, which shows that the Eletrosul’s customer satisfaction management has been effective. In 2011 the concept of very satisfied reached the level of 53.3%. With the maturation and incorporation, into the company culture, of the importance of customer satisfaction, regarding services and products available, as well as good relationships with them, Eletrosul has defined to apply the survey every two years, always using the diverse mechanisms to continue improving its services and maintaining the satisfaction. Report Description Administration It is developed in compliance with the Brazilian corporate legislation (Law No. 6,404/76) and with statutory provisions. The report includes the main information regarding corporate development, which further consolidates its role as a utility company provider of public electricity services, with actions focused on economic, environmental, and social development. Management It is TCU’s responsibility to analyze and approve accounts and, for that, it issues annual Regulatory Instructions and Regulatory Decisions as guidelines for the preparation of the Management Report. Based on this report, TCU evaluates Eletrosul’s accounts. CGU receives the documentation, audits the administration in the period of the report, and submits the result with all its processes to TCU, which analyzes all the documentation through the Department of Foreign Trade (SECEX) and approves or rejects it. Annual and Sustainability From 2003 to 2007, Eletrosul had produced the Social Balance in respect to social and environmental questions. This document was substituted in 2008 by the SicioEnvironmental Report of the electric energy companies – model ANEEL. In 2011, in order to describe the practices on corporate sustainability, the GRI model was adopted as standard. The Internal Audit has its duties and responsibilities established in regulations, approved by the board of directors and bound, statutorily, to the Board. Its activities are carried out based on the best 54 4.4. Transparency (GRI PR6; PR7; PR9) Transparency in the communication of information is the key ingredient in shaping the image of any organization. In this sense, Eletrosul understands that it is essential for companies to be more committed to good policies for the communication of information. As a mixed capital company, the institution is required to publish three annual reports, in addition to financial statements, as follows: Management Report, Administration Report, and Social and Environmental Responsibility Report, which, under the supervision of ANEEL (since 2008), replaced the Social Audit that had been prepared since 2003. . In 2011, Eletrosul published its first Annual and Sustainability Report in the models by GRI, including indicators that are specific to ANEEL (GRI 3.2; 3.3). | Annual And Sustainability Report Eletrosul 2012 auditing practices advocated internationally, and are provided in the Annual Internal Audit Activities (PAINT), which is based on a specific Risk Matrix, with criteria in view of materiality, relevance, vulnerability, and criticality bygone. Under the bylaws, the 4. Corporate Governance PAINT is approved by the Administrative Board of Eletrosul and the Controladoria Geral da União – CGU, which, by the Decree No. 3.591/2000, exerts normative guidance and technical supervision over the internal audit units of the entities of the Federal Indirect Public Administration. The activities of the Internal Audit’s basic purpose are to ensure the legality and legitimacy of the acts and facts practiced by management, as well as to evaluate the effectiveness of the management, of the internal environment of control, and of the administrative practices, guided by a philosophy of preventive action in order to add value to the company and encourage continuous improvement of management practices, assisting the company in achieving its strategic objectives. The results of the internal audit activities are reported on a monthly basis to the Administration Board and Audit Committee, to the Eletrosul’s Chairman, and to the CGU, through the Monthly Report of Activities of the Audit Committee, and annually through the Report of Internal Audit Activities (RAINT). Sponsorship Policy, and Code of Ethics of Eletrobras companies. At the same time, meets the specific legislation, such as the Brazilian Advertising Self-Regulation Code, in addition to regulatory instruments, laws, and decrees regulated by the Office of Communications of the Presidency (SECOM). In 2012, there was no record of non-compliance with regulations and voluntary codes concerning marketing communications. 4.5 Company’s Code of Conduct (GRI 4.8) In order to provide guidelines regarding the conduct of its employees, Eletrosul offers a Corporate Management Norm, approved in 2001, whose goal is to establish rules of conduct to be observed by employees in work relations. The norm includes ethical and moral guidelines, duties, prohibitions, and penalties applicable to all company employees. Questions regarding this norm can be formally answered by Eletrosul’s Permanent Commission on Ethics, which is guided by the Code of Conduct of the Senior Federal Administration and was approved by the President of the Republic of Brazil on August 21st, 2000. The Internal Audit acts centrally and independently, preserving its neutrality and impartiality, with free access to all parts, documents, and company records deemed essential for the performance of its duties. In 2010, the Unified Code of Ethics of the Eletrobras Companies was created and applied to all subsidiaries, reinforcing the importance of ethics in corporate practices and decisions of the group. Among the several powers conferred to the Internal Audit are: to participate in meetings of the Supervisory and Administrative Boards when called to express on matters within its area of operation; to monitor, support and maintain institutional relations with the a Controladoria Geral da União (CGU) and the Tribunal de Contas da União (TCU); to examine and issue an opinion on the annual statement of accounts of the company and on special accounts that may be brought up. 4.6 Internal Control The company follows the guidelines of the Integrated Communications Policies, of the In compliance with the Sarbanes-Osley law, the Securities and Exchange Commission – SEC determined that the directors of companies that trade stock and securities in the North American Stock Exchange System must present evaluations of their internal controls and certifications from independent auditors attesting effectiveness of these controls. Due to the requirements imposed by law, in recent years the companies of Eletrobras companies have been implementing actions Annual And Sustainability Report Eletrosul 2012 | 55 Eletrosul Operations Center - COSE and strategies that focus on assessment, monitoring, and improvement of its internal controls and procedures. Besides ad equating companies to the legislation, these actions and strategies aim to improve processes and develop a corporate environment that relates internal controls to the company’s strategic objectives to ensure the desired results with a reasonable safety. As a result, the companies have been defining a well-structured internal control environment, empowered and qualified, with practices that emphasize optimization and process efficiency. In Eletrosul’s context, the area of internal controls and risk management was structured, along with the business areas of the company it works to identify, assess, and monitor the company’s integrated risk, and develop the monitoring of internal controls of business processes. 56 | Annual And Sustainability Report Eletrosul 2012 Under the Internal Audit coordination, Eletrosul annually performs tests on the effectiveness of its controls over the administration test cycles. Furthermore, Eletrosul was included in the years 2010 and 2011 in the SOX Certification of the Eletrobras’s companies, conducted by independent audit, and that aimed to test the internal control environment to financial report to the stakeholders (SEC, CVM). Eletrosul’s goal for the oncoming years is to intensify the implementation of measures to improve its internal control structure in order to maintain the good results in efficacy tests and especially to efficiently mitigate the risks to which the company is exposed to. 4.7 Risk Management (GRI 4.11) Observing the principles of sustainability, Eletrosul has developed actions in order to protect people and ecosystems involved in the business of generation and transmission, 4. Corporate Governance applying the precautionary principle, which provides effective measures to address critical risks and with irreversible impacts, when materialized. The actions undertaken during the year of 2012 came by the concern that the company has to respect the environment, health, the social and economic activities of the agents affected by energy undertakings. This indicates that the Eletrosul welcomes the precautionary principle in order to reduce the negative impact of operational, financial, strategic, and compliance risks, when materialized, as well as to identify new business opportunities, process improvements, and development of energy sources projects. With respect to the development of work activities, it is important to note that the company seeks to carry out its activities with a view to sustainability, always seeking the healthiness of the working environment and the physical and mental balance of workers who work in the company. Also noteworthy, it is important to outline the concern to promote the social, economic, and human development of the communities surrounding the projects, aiming to strengthen risk prevention and disseminate concepts of solidarity, common sense, prevention, and environmental preservation. Within the strategic management of environmental risks, it is possible to outline the activities of the Environmental and Land Engineering that, in 2012, had continued with its activities in order to plan the deployment of the Company’s projects in a sustainable manner, observing the environmental, social, and economic areas affected by the projects. In environmental terms, Eletrosul is following the guidance of the Environmental Policy of the Eletrobras’s companies, which defines principles for the treatment of environmental and social issues related to energy undertakings. In this regard, we emphasize guidelines for actions and policies to preserve the environment, water resources, and the welfare of the affected population. All the actions taken by the company are aligned with the Climate Convention, Agenda 21, the Kyoto Protocol, among others, which Brazil is a signatory. In relation to the business expansion of generation and transmission, it’s possible to outline Eletrosul’s concern in deploying undertakings grounded in environmental responsibility and in the premises of sustainability. In this approach we emphasize the practices and actions of reclamation, waste management, reforestation, environmental education and monitoring, and erosion control. Among other actions and programs aimed at preserving the environment, we call attention to: Projects Waste Recycling, the Annual Campaign Against Fires, the Clean Development Mechanism (MDL), marketing opportunity for carbon credits, Community Gardens Program, and the Environmental Management Program, which proposes to work on the systematization, standardization, and appropriateness of this management approach 4.8 Voluntary Initiatives (GRI 4.12) In order to remain aligned with global sustainability and socio-environmental guidelines, Eletrosul participates voluntarily in the following movements: Global Pact and Millennium Development Goals: The company adhered to the Global Compact on November 26 th, 2006, committing itself to basic principles for the protection of human rights, labor rights, the environment, and the fight against corruption. In the same year, a memorandum of understanding was entered into by the company and the United Nations Development Program (PNUD) in order for the company to commit itself to leveraging actions to reach the Millennium Development Goals; Forum in the State of Santa Catarina to End Violence and Sexual Abuse: In compliance with the strategic guidelines of the Social Annual And Sustainability Report Eletrosul 2012 | 57 Investment Policy, Eletrosul adhered to this Forum, which promotes social actions focused on the protection of human rights of children and adolescents who are in vulnerable social situations and suffer maltreatment, abuse, and sexual and/or moral exploitation; Catarina and held the first symposium, 8 Ways to Change the World. The movement proposes the intensification of efforts to reach the MDG within the regional level, aligned with the principles of the Global Compact in promoting public policies; National Pact for the Eradication of Bonded Labor: The company formalized, in December 2011, its adherence to the Committee for the Coordination and Monitoring of the National Pact for the Eradication of Bonded Labor, founded in 2005 by the Ethos Institute, Companies of Social Responsibility, the Social Observatory Institute, NGO Repórter Brasil, and the International Labor Organization (ILO), aiming at implementing tools for guidance of the corporate sector and for Brazilian society to prevent the marketing of products from suppliers that make use of bonded labor; National COEP – Committee of Entities Against Hunger and For Life: Created in 1993 from the mobilization of civil society, triggered by the Movement for Ethics in Politics by sociologist Herbert de Souza (aka Betinho), the committee aims at gathering companies to sum up efforts in the articulation and implementation of actions focused on fighting hunger and poverty. COEP is one of the main coordinators of public and private organizations for the promotion of initiatives aiming at human and social development, especially those performed in low-income communities throughout the country; Yes, We Can – Movement of Santa Catarina: In 2012, the company supported the preparation of a diagnosis of the situation of the Millennium Development Goals (MDG) in Santa Community Gardens Palhoça 58 | Annual And Sustainability Report Eletrosul 2012 Integrated Actions Program (GRI HR9): In 2012, the company did notpresent any case of violation on the rights of indigenous 4. Corporate Governance communities because it aims to strengthen the relationship with these communities and to the farm families were affected by reservoirs. Since 2006, the Integrated Actions Program, coordinated by Eletrosul in its area of operation, has developed 30 projects focused on indigenous communities like courses for training indigenous populations and the implementation of Community Production Centers in communities that are benefited by the Government Program Luz para Todos. Gender Equity Program: The program aims at the promotion of equal rights for opportunities between men and women within public and private organizations, based on the development of new concepts for peoplemanagement and organizational culture, in order to attain gender and race equity at work and eliminate all forms of discrimination in access, remuneration, promotion, or retention of the job. The program is also directed at ensuring labor rights of employees and workers when distinguishing with the Pro-Genderand-Race Equity Seal. The organization is committed to social justice, gender, and racial equality, and the promotion of decent work conditions, combining the logic of these rights with the logic of the business, considering that equality between men and women is currently an essential pillar in organizational management and corporate success; Women’s Empowerment Principles: In October 2010, Eletrosul became signatory of the statements that support these principles established by the United Nations Entity for Gender Equality and the Empowerment of Women (UNIFEM) and by the UN’s Global Compact, in order to expand the promotion of gender equality in the workplace; Child Labor in the Company and in its Production Chain In 2012, the company carried out actions focused on this subject, such as: ✔✔ I t engaged its employees in the National Campaign against Sexual Abuse and Exploitation of Children and Adolescents with the distribution and dissemination of campaign material encouraging the protection and defense of the rights of children and adolescents and speaking out against sexual abuse; ✔✔ It adhered to the campaign against child labor, providing information and guidelines on this issue on its institutional page; ✔✔ Mobilization on the National Day of Action against Sexual Abuse and Exploitation of Children and Adolescents, on May 18th, through the screening of the film “Precious: Based on the Novel ‘Push’ by Sopphire” which deals with the trajectory of a 16 years old teenager who suffers deprivation and abuse since childhood, opening opportunity for discussion and reflection of the company’s employees on this topic. Annual And Sustainability Report Eletrosul 2012 | 59 Caracol Fall – Rio Grande fo Sul 5. Economic and Financial Dimension Waterfall is a geomorphological formation in which the stream flows over a rock composition resistant to erosion, forming a sudden vertical fall. Types of waterfalls: Catarata is the name given to water falls with high flow and curtain shape. The extreme force of water erodes the rocks at the bottom of the waterfall, forming a kind of pool. Salto is the name of the nozzle-shaped fall with uninterrupted flow and from a great height. Cascata is when the flow comes from a rock mass, with irregular tilting in the vertical direction, and in which the water glides over a series of slopes terrain. 5. Economic and Financial Dimension In 2012, continuing its expansion plan, always directed to projects that contribute to the country’s development, Eletrosul invested heavily in new undertakings, as well as the maintenance and improvements to its system. These advances were based on estimates of the Brazilian GDP growth for 2012, estimated at 1.0%4, and 3.8%5 increase of consumption in domestic electricity. Only for the company’s regional market, where has its own projects comprising the southern region and Mato Grosso do Sul, it is projected a growth of 4.9% in the total consumption of electricity in relation to the year of 2011 6. It is expected growth in demand in the sector even more in the coming years, especially with the FIFA World Cup to be held in Brazil in 2014. The development potential of the regional economy and the consequent expansion of the electricity market is noticeble, for which studies coordinated by the Energy Research Company (EPE) have shown an average annual growth of 4.3% for the next ten years. To achieve its goals of infrastructure development, the company counts on BNDS, an agency under the Ministry of Development, Industry and Foreign Trade, as the main source of funding. Furthermore, Eletrosul can obtain financing from other banks and from Eletrobras, that, as a public company, accesses foreign sources of capital. 4. Focus – market report of12/07/12. 5. ONS – PEN 2012-2016 – 2nd Quarterly Revision of Electric Energy Demand Projections (September of 2012). 6. EPE – The Tem Year Plan for Energy Expansion 2021. Annual And Sustainability Report Eletrosul 2012 | 63 Eletrosul, with Social Capital of BRL 3,740.4 million, shows, after consolidating its financial statements, a Net Equity of BRL 4,659.8 million. It obtained in 2012 Gross Operating Revenue of BRL 1,969.7 million and Net Earnings of BRL 68.5 million. Loans and financing reached a balance of BRL 5,046.7 million, against a net equity worth of BRL 4,659.8 million and total assets of BRL 12,667.8 million. This capital structure, combined with the ability to generate internal resources, enables the financial leverage needed to fund new investments. Net Equity (in BLR Millions) 4,659.8 2,636.4 2,631.3 2010 2011 Total Assets (in BLR Millions) 7,050.6 2012 2010 9,609.2 2011 12,667.8 2012 Net Earnings (in BLR Millions) 104.6 68.5 67.6 2010 2011 2012 Eletrosul’s performance in business management has allowed a significant increase in earnings in electricity transmission in real terms, which makes it possible to expand continuously the volume of investments, totaling BRL 2.4 billion in generation and transmission, including investments in special purpose companies (SPEs) in generation and transmission undertakings and the consortium in partnership with Copel, in 2012. 64 As a result of these investments, Eletrosul’s Permitted Annual Revenue (RAP) reached in 2012 the amount of BRL 977.1 million. It is and evolution of the last 12 years, representing more than 5.1 times the revenues recorded in the fiscal year of 2000 (BRL 193.3 million). | Annual And Sustainability Report Eletrosul 2012 Net Debt (in BLR Millions) 4,433.3 3,281.6 2,218.5 2010 2011 2012 5. Economic and Financial Dimension Below there is table summarizing the main economic-financial indicators consolidated, highlighting the results of the three periods, in accordance with the new accounting standards: (BRL Millions) Consolidated Result 2010 2011 2012 1,158.6 1,467.9 1,969.7 Deductions from Operating Revenue (91.6) (107.5) (144.8) Sector Charges (29.3) (35.0) (37.2) Taxes (62.3) (72.5) (107.6) Net Operating Income 1,067.0 1,360.4 1,824.9 Gross Operating Profit 478.0 502.2 779.6 Result from Services 251.4 267.9 497.2 Financial Result (1.2) (144.7) (227.8) Net Earnings 67.6 104.6 68.5 Total Assets 7,050.6 9,609.2 12,667.8 Net Equity 2,636.4 2,631.3 4,659.8 Gross Debt 2,577.3 3,905.8 5,046.1 Net Debt 2,218.5 3,281.6 4,433.3 Gross Operating Income The EBITDA for 2012, calculated in accordance with CVM Resolution 527/2012, has increased by 362.2%, from BRL 217.4 million to BRL 1,004.8 EBITDA Calculation million. However, if we exclude the effects of Law 12.783/13 of BRL 577.8 million, we will get an increase of 96.4%, as shown below: 2010 2011 2012 Net Earnings in Fiscal Year 67.6 103.4 65.8 (+) Tax on Earnings 21.6 12.3 (306.0) (14.2) 122.2 163.7 2.4 2.5 14.3 135.1 41.6 149.7 15.3 (14.0) 903.2 (+/-) Other Incomes and Outcomes 24.9 (50.6) 14.1 (=) EBITDA (BRL Millions) 252.7 217.4 1,004.8 31.8 25.7 87.3 252.7 217.4 427.0 31.8 25.7 37.1 (+) Net Financial Income (+) Depreciation and Amortization (+) Impairment (+) Onerous Contract (=)EBITDA Margin(%) EBITDA Adjusted Excluding law 12.783/13 EBITDA Margin Adjusted (%) Annual And Sustainability Report Eletrosul 2012 | 65 EBITDA (in BLR Millions) 1,004.8 252.7 252.7 2010 217.4 427.0 217.4 2011 EBITDA 2012 Adjusted EBITDA Other performance indicators in the fiscal year are: Economic and Financial Indicators 2010 2011 2012 1.26 1.41 3.07 42.32 37.30 43.02 Net Margin (%) 8.51 12.23 5.72 Return on Equity (average) (%) 2.18 2.65 1.36 Current Liquidity (%) Participation of Third-Party Capital* (%) *Afac was considered in Net Equity (PL). Participation of Third-Party Capital* (%) 43.02 42.32 37.30 2010 2011 2012 3.07 1.26 1.41 2010 2011 2012 Net Margin (%) Return on Equity (average) (%) 12.23 2.93 2.18 8.51 2010 66 Current Liquidity (%) 5.72 2011 2012 | Annual And Sustainability Report Eletrosul 2012 1.36 2010 2011 2012 5. Economic and Financial Dimension The table below contains the EconomicFinancial Indicators – Detailing of the Added Value Statement (DVA) of the holding (GRI EC1). Economic-Financial Indicators – DVA Detailing 2012 Wealth Generation BRL Thousand 2011 % ∆% BRL Thousand % OPERATING INCOME (gross revenue from the sale of energy and services) 1,733,710 100 21.35 1,428,671 100 Revenue from O&M service 447,697 25.82 (4.93) 470,923 32.96 Revenue from power generation 31,432 1.81 – – – Revenue from construction of transmission 82,730 4.77 (10.27) 92,201 6.45 Revenue from construction of power generation 467,083 26.94 (4.52) 489,194 34.24 Revenue from the financial assets 423,875 24.45 32.08 320,932 22.46 Revenue from sale of energy 266,012 15.34 688.86 33,721 2.36 Revenue from services provided to third parties 16,901 0.97 (11.64) 19,127 1.34 Provision for doubtful credits (9,477) (0.55) 321.76 (2,247) (0.16) Other revenues from services 7,457 0.43 54.71 4,820 0.34 1,953,827 100 73.17 823,038 100 Non-operating Result 563,718 100 696.24 50,641 100 = GROSS ADDED VALUE 343,601 100 11.59 656,274 100 14,340 100 464.12 2,542 100 = NET ADDED VALUE 329,261 100 9.91 653,732 100 + ADDED TRANSFERRED VALUE (Financial revenues, result of equity accounting) 259,336 100 43.42 180,821 100 = ADDED VALUE FOR DISTRIBUTION 588,597 100 16.89 834,553 100 (–) INPUTS (Inputs acquired from third parties): purchase of energy, material, third party services, etc.) (–) REINTEGRATION QUOTAS (depreciation, amortization) Annual And Sustainability Report Eletrosul 2012 | 67 Due to the generation of wealth through continuous growth, Eletrosul distributes part of this wealth as follows: 2012 2011 Wealth Distribution – by Stakeholder BRL Thousand EMPLOYEES GOVERNMENT (taxes, fees and contributions, and industry charges) FINANCIERS SHAREHOLDERS = DISTRIBUTED ADDED VALUE (TOTAL) The following table shows the breakdown of the details to the interested party, “Government,” and the totals related to taxes Wealth Distribution – Government BRL Thousand (%) 272,954 46.37 298,324 37.74 (126,460) (21.48) 161,045 19.30 376,270 63.93 271,812 32.57 65,833 11.18 103,372 12.39 588,597 100 834,553 100 and industry-specific contributions in order to better highlight the tax burden and the charges on the provision of electricity utility services: 2012 2011 BRL Thousand (%) BRL Thousand (%) (162,993) (27.69) 124,954 14.97 338 0.06 204 0.02 PIS/PASEP 16,479 2.80 11,489 1.38 COFINS 75,935 12.90 52,950 6.34 251 0.04 280 0.03 Corporate Income Tax (IRPJ) payable for the fiscal year (225,601) (38.33) 8,488 1.02 Social Contribution on Net Equity (CSSL) payable for the fiscal year (80,445) (13.67) 3,799 0.46 45,546 7.74 44,552 5.34 OTHERS 4,504 0.77 3,190 0.38 INDUSTRY CHARGES 36,533 6.21 36,091 4.32 RGR CCC CDE CFURH TFSEE ESS P&D 22,731 – – – 4,554 – 9,248 3.86 – – – 0.77 – 1.57 23,418 – – – 4,209 – 8,464 2.81 – – – 0.50 – 1.01 (126,460) (21.48) 161,045 19.30 TAXES/FEES/CONTRIBUTIONS ICMS ISS Social Security (INSS) = DISTRIBUTED VALUE (TOTAL) 68 (%) | Annual And Sustainability Report Eletrosul 2012 5. Economic and Financial Dimension Investments in the Concession The implementation of the program for investment in power generation and transmission is presented below: 2012 2011 Investments Expansion of Generation/Distribution/Transmission (reinforcement expansion)* * BRL Thousand ∆% BRL Thousand 469,684 (24.12) 618,946 CIt includes the actions for implementation of the Hydroelectric Complexes of São Bernardo, Alto da Serra, and São João; of the Hydroelectric Plants of Mauá and São Domingos; of the Megawatt Solar Project; of reinforcements and improvements of the transmission system in the southern region, ampliação do sistema de transmissão na Região Sul and maintenance of the electric transmission system. The values presented were not reinstated (historical values). São Domingos - Spillway Annual And Sustainability Report Eletrosul 2012 | 69 Other Indicators Below are other indicators relating of the Holding: Other Indicators of The Holding 2012 Total 2011 ∆% Total Gross Operating Income (BRL) 1,276,104 35.51 941,724 Revenue Deductions (BRL thousand) (124,982) 29.10 (96,807) 1,151,122 36.24 844,917 (794,884) 23.34 (649,741) – – – Results from Services (BRL thousand) 356,238 82.52 195,176 Shareholding (BRL thousand) 49,700 47.59 33,675 (163,703) 33.91 (122,246) Other Revenues/Expenses (482,448) (5,428.56) 9,054 IRPJ/CSSL (BRL thousand) 306,046 (2,590.81) (12,287) 65,833 (36.31) 103,372 – – – 62,541 (36.31) 98,203 – – – 234 10.54 442 28.29 (62.23) 72.97 1,004,795 309.45 217,373 87.30 253.0 25.70 Current Liquidity 3.07 117.73 1.41 General Liquidity 1.15 (26.28) 1.56 Gross Margin (net earnings/gross operating income) (%) 5.16 (53.02) 10.98 Net Margin (net earnings/net operating income) (%) 5.72 (53.23) 12.23 Return on Net Equity (net earnings/net equity) (%) 1.36 (48.09) 2.65 Own Capital (%) 50.92 37.10 37.14 Third Party Capital (%) (loans or financing) 22.22 (14.52) 25.99 0.00 – 0.00 Net Operating Income (BRL thousand) Operating Costs and Expenses of Service (BRL thousand) Unrecoverable Revenues (BRL thousand) Financial Result (BRL thousand) Net Earnings (BRL thousand) Interest on Own Capital (BRL thousand) Distributed Dividends (BRL thousand) Operating Costs and Expenses by MWh sold (BRL thousand) Wealth (net added value) by Employee (BRL thousand) Wealth (net added value) by Operating Income (%) Ebitda or Lajida (BRL thousand) Ebitda Margin or Lajida Margin (%) Capital Strcture Customer Default (overdue bills up to 90 days/Gross Operating Income in the previous 12 months) 70 | Annual And Sustainability Report Eletrosul 2012 5. Economic and Financial Dimension Net Operations Income (in BLR Millions) 1.151,12 794,52 844,92 2010 2011 2012 5.1 Investments by Business Type 5.1.1 Power Generation With investments estimative of BRL 7,486.2 million, the current portfolio of projects of power generation under implementation during 2012 totals 1,858.14 MW and will be completed by 2015. From strategic planning, this energetic capacity represents almost half of the energy that was in operation before the privatization in 1998. The company invested BRL 1,109.3 million in generation in 2012, considering investments in own undertakings and in partnership. Corporate Undertakings Installed Capacity Developments UHE Passo São João (RS) 77 MW 2012 São Domingos (MS) 48 MW 2013 Barra do Rio Chapéu 15 MW UG1: 2012 UG2: 2013 João Borges 19 MW 2013 Coxilha Rica 18 MW 2014 Santo Cristo 19.5 MW 2014 1 MW 2013 Complexo São Bernardo (SC) PCH Complexo Alto da Serra (SC) SOL Expected Start-up Megawatt Solar (SC) Annual And Sustainability Report Eletrosul 2012 | 71 UHE Passo São João (RS) With total investment of BRL 614.1 million Eletrosul’s first venture repositioning state hydroelectric generation market, is in full operation. Located in Rio Ijuí between 16 de Novembro and Roque Gonzalez, Northwest RS, UHE Passo São João has an installed capacity of 77 MW and 41.1 MW physical collateral. The project consists of two generating units with connection in UP Missions through 33.5 km of 69 kV LT. During the year 2012 the cumulative physical progress increased from 88.9% to 100% (Dec/2011 to Dec/2012), including completion of erection and commissioning of two units and issuance of operating license by FEPAM. The generating unit No. 1 went into operation in March and the unit number 2 in July. Operating on the Regulated Market of the National Interconnected System since March 2012, recorded annual average availability of 97.05 (GRI EU30). Passo São João Hydroelectric 72 | Annual And Sustainability Report Eletrosul 2012 UHE São Domingos (MS) Harnessing the power of the waters of Rio Verde to generate power and located between the municipalities of Agua Clara and Ribas do Rio Pardo, to the east of the state of Mato Grosso do Sul, the UHE São Domingos has two generating units with an installed capacity of 48 MW and assured energy of 36.9 MW. With total planned investment of BRL 475.8 million, it is estimated that the project is in operation in the first half of 2013. The year 2012 was marked by the deforestation of the area of flooding of the dam and power plant partial filling of the reservoir, whose operational level should be reached in mid-January 2013. Another important step in this period was the completion and release for power connection system of the plant, which comprises 53km of 138kV LT to SE Água Clara (Enersul), as well as adjustments in the SE’s Agua Clara, Mimoso and Jupiá. In 2012 was finalized the assembly of unit 1, and started commissioning of auxiliary systems. 5. Economic and Financial Dimension Even with unexpected occurrences during 2012 as excessive rainfall, fire in the accommodation of the construction site and the embargo IMASUL (environmental agency), the cumulative physical progress of the work increased from 72.8% to 93.9% (ten / 2011 dec/2012). Because of these unexpected events, including backlog in 2011 that could not be recovered, the schedule in effect at the beginning of 2012 (UG1 in Sep/12 and UG2 in Oct/12) has postponed to 03/01/2013 (UG1) and 04/15/2013 (UG2). PCH Barra do Rio Chapéu (SC) First work in the area of generation in Santa Catarina, after the privatization of the generating company in 1998, PCH River Bar Hat has an installed capacity of 15.15 MW and 8.61 MW of assured energy. Located in the Rio Braço do Norte, between the municipalities of Rio Fortuna and Santa Rosa de Lima, the energy produced by two generating units will be drained to the SE North Arm through 19.13 km of 69 kV LT. Total investment is BRL 141.4 million. During the year 2012 the dam was finalized (with free spillway sill integrated), completed the removal of vegetation, conducted reservoir filling, excavation and treatment of the intake tunnel. Also were continued the civil works of the powerhouse, the standpipe and water intake as well as the supply and installation of all electromechanical equipment. With the exception of part of unit 2, all electromechanical assembly plant - substation, generating units, auxiliary services, penstocks, water intake and tailrace-it was completed in 2012. It is worth stressing, completion of commissioning of the transmission line and generator unit 1, released for operation in December, and the machine was already cashing in testing and awaiting the issuance of the operating license for the Environment Foundation (Fatma), for entry into commercial operation. In the same month, was handed the bridge over the reservoir that connects the community of Vila Nova Fatima main accesses to the city of Santa Rosa de Lima. With cumulative physical progress from 67.9% to 98.1% (Dec/2011 to Dec/2012), the expectation is that the project is completed in the first quarter of 2013. PCH João Borges (SC) With an installed capacity of 19 MW and assured energy of 10.14 MW, PCH João Borges consists of three generating units with capacity for 151,000 inhabitants. The development is located in Rio Caveiras, between the municipalities of Campo Belo do Sul and São João do Cerrito, and your connection will be made through a LT 34.5 kV, with 13 km long, which will connect the a new transformer substation 138 kV/34.5 kV, SE Catch Itararé in deployment with sectioning at 138 kV Herval D’Oeste - Vidal Ramos Jr. of Power Plants of Santa Catarina SA - CELESC. Total investment is BRL 169.1 million. In 2012, we performed the deforestation of the flooded area of the reservoir and completed the excavation of the adduction channel, which has approximately 1200 meters. In the spillway sill - we have 140 meters in length - is nearing completion concreting of the seven blocks that constitute the structure, expected to be delivered in January 2013. The water intake structure is being finalized, with 95% of physical progress. The penstocks are being assembled, with 50% completion. In 2012 were also installed three turbines and delivered the three generators at the powerhouse, which is in the final stages of concreting and starting assembly. The cumulative physical progress during 2012 increased from 52.7% to 84.7% (Dec/2011 to Dec/2012). The project is expected to be completed in the first half of 2013. The first unit delayed the start of commercial operations due to unforeseen geological foundations that motivated treatments and specific dam site and power house. Furthermore, it was necessary to raise the level of the powerhouse due to heavy rains that broke the cofferdam, causing flooding. Annual And Sustainability Report Eletrosul 2012 | 73 Megawatt Solar (SC) the timetable originally envisaged by Eletrosul, effective at the end of 2011, has been frustrated. The second bidding process for project implementation by Eletrosul was released in February 2012, resulting in hiring, six months later, Efacec Megawatt Solar Consortium, formed by Portuguese Efacec Systems Engineering and Efacec Brazil. The new forecast is for commercial operation in April 2013. The Megawatt Solar, with a capacity of 1 megawatt-peak (MWp), is an unprecedented project in Brazil, considering the model, the size of the plant and the way of marketing. The plant will be connected to the power distribution of 13.8 kV CELESC and energy to free consumers marketed through auctions. The project has a total planned investment of BRL 9.5 million (ref. August/2012) and will have about 4000 solar modules to be installed on the roof of the building and on the roof of the adjacent parking lots, totaling an area of approximately 10 square meters. In 2012 a charter was obtained from the municipality authorizing the start of construction and authorization of FEPAM for cutting trees. Moreover, were defined by EFACEC, sub-suppliers for photovoltaic modules (QCELLS) for metal structures (Estrumaste) for the execution of works (GM Assembly) and execution of foundations (FUNDASUL). The first international competitive bidding process for the implementation of the project, launched in August 2011, failed because all applicants were disqualified. Because of this, Projects in Partnership Developments Consortium UHE Mauá (PR) UHE Teles Pires (MT/PA) Shareholding Eletrosul 49% Eletrosul 24,5% Copel Neoenergia Furnas Odebrecht UHE Jirau – ESBR (RO) Eolic Complex of Cerro Chato (RS) SPE Growth of the Eolic Complex of Cerro Chato Eolic Complex of Chuí (RS) Eolic Complex of Santa Vitória do Palmar (RS) Eletrosul Suez Chesf Eletrosul Eletrosul Rio Bravo Investments Fundação Elos Eletrosul Rio Bravo Investments Eletrosul Rio Bravo Investments * Considering only the percentage of Eletrosul. 74 | Annual And Sustainability Report Eletrosul 2012 51% 50,1% 24,5% Installed Capacity Expected Start-up 177.9 MW* 2012 445.9 MW* 0,9% 20% 60% 750 MW* 100% 90 MW* 20% 49% 41% 10% 49% 51% 49% 51% UG1: 2014 UG5: 2015 UG1: 2013 UG50: 2015 AEG1: 2011 AEG45: 2012 38.2 MW* 2013 70.5 MW* 2014 126.4 MW* 2014 5. Economic and Financial Dimension UHE Mauá (PR) HPP Mauá, located in Rio Tibagi, just upstream of the site called Salto Mauá, in the municipalities of Telêmaco Borba and Ortigueira represents the resumption of power generation in a state where Eletrosul already had effective participation in hydroelectric. With an installed capacity of 363 MW and assured energy of 197.7 MW, HPP Maua consists of a Principal Power Plant with 3 generating units, and a plant with 2 Complementary generating units. Its installed capacity is sufficient to meet the consumption of approximately 1 million people and a total planned investment is BRL 1.4 billion. For connection of the plant to the National Interconnected System were built transmission lines 230 kV Mauá - Jaguariaíva and 230 kV Mauá - Figueira, and substations Mauá SE 230/34, 5 kV, which connects with the substations and Jaguariaíva Figueira through the two transmission lines of 230 kV, and SE Elevadora Plant Complementary 6.9 / 34.5 kV which interconnects the SE Mauá by LT of 34.5 kV. During the year 2012 was completed the deforestation of the area flooding and filling the reservoir reached the minimum quota operational. It was also finalized, the connection of the Plant System. The three generating units of the Main Power Plant are in commercial operation. The generating unit 4 had already finalized the commissioning tests and is awaiting approval for commencement of commercial operations. The cumulative physical progress during 2012 increased from 97.04% to 98.7% (Dec/2011 to Dec/2012). The commercial operation of all generating units is scheduled for the end of January 2013. UHE Teles Pires (MT) For the implementation of HPP Tele Pires, located in the Teles Pires River, between the municipalities of Paranaíta (MT) and Jacareacanga (PA), the Total Planned Investment of BRL 4,257.8 million. Consisting of five generating units, the plant has an installed capacity of 1,820 MW and assured energy of 930.7 MW. The energy produced will be connected to SE North Collector through 7 km of LT 500 kV. During the year 2012 were performed activities such as the implementation of the construction site, house, bridge service, environmental programs, rock excavation and common embolus and terminating in the diversion tunnels, assembly area, power house and water intake as well as tunneling and treatment of tunnels. In this period, started concreting the hydraulic circuit, discharge area and assembly, water intake and penstocks. In October, a contract was signed to long-term financing with BNDES, with the first installment being released in the same month. The cumulative physical progress during 2012 increased from 9.06% to 30.8%. The project is expected to be completed in 2015. UHE Jirau (RO) With capacity to supply more than 10 million Brazilian homes, UHE Jirau, under construction on the Madeira River, Porto Velho, has planned total investment is BRL 16,128,900,000. The installed capacity of 3,750 MW and assured energy of 2,184.6 MW represent the importance of the project for the supply of electricity in the country. The plant consists of two power houses, one on each side of the river. The first, on the right, has 28 generating units, and the second on the left, 22 generating units. Each features two power houses equipped areas for assembly and maintenance of 50 generating units with 75MW of power each. The connection is made by the Elevadora Substation 500 kV SF6, and 3 Transmission Lines 500 kV with approximately 105 km in length, connecting the substation UHE Jirau North Collector Porto Velho. Construction activities of the connection system of the plant were continued in 2012, Annual And Sustainability Report Eletrosul 2012 | 75 and in April was issued the Operating License of Transmission Lines 500 kV. Throughout the year, there was progress of work in the spillway, with the opening of all the spans. Additional activities were also prioritized for completion of civil works and complete release for electromechanical assemblies. They are ongoing civil works, fabrication, erection and commissioning of the equipment on the left and right. The plant’s operating license was issued in October. The cumulative physical progress during 2012 increased from 67.66% to 84.03% (Dec/2011 to Dec/2012). It is expected that the project enters into commercial operation in April 2013 and be completed in the first quarter of 2015. Cerro Chato Wind Complex (RS) To Eletrosul, Cerro Chato Complex represents a milestone by being the first generation venture to start operations from the company have its park plants fully privatized in 1998 and begin the consolidation of the company as the largest state of the wind Brazilian electric sector. Cerro Chato 76 | Annual And Sustainability Report Eletrosul 2012 From a very careful planning and commitment of our teams, the Wind Complex Cerro Chato started commercial operation of the first generating units in June 2011 and was completed in January 2012, 6 months in advance of schedule the announcement ANEEL (01/07/2012). It was the first venture of the exclusive auction of wind power held by the federal government in 2009, to enter into commercial operation. Expansion of Cerro Chato Wind Complex (Livramento Holding S/A) Eletrosul has been one of the protagonists of the growth of wind power in Brazil. The expansion of the Cerro Chato Wind Complex, object of ANEEL Auction A-3 No. 002/2011, is proof of this advance. Formed by the Central Generating Wind Cerro Chato IV, Cerro Chato V, VI Cerro Chato, the Cerro Trinidad and Ibirapuitã I, the complex has a total power of 78 MW, with a guarantee of 38.5 MW Physics. It will be installed 39 wind turbines with a capacity of 2 MW each. The project, which is planned total investment of BRL 290.3 mi, is 5. Economic and Financial Dimension located in the city of Sant’Ana do Livramento (RS) and confirms the excellent potential of the winds from the the extreme south of Brazil. During the year 2012 were initiated the civil works, concreted all 39 bases, 39 completed all platforms and all internal accesses. It is nearing completion of the expansion SE North Collector Cerro Chato and Medium Voltage Grid. The first tower segments have been delivered on site and expected to start the installation of wind turbines is March 2013. The cumulative physical progress during 2012 increased from 0% to 60.7% (Dec/2011 to Dec/2012). It is expected that the project be delivered to commercial operation in the first half of 2013. Chuí Wind Complex (Chuí Holding S/A) The ChuiWind Complex, object of ANEEL Auction A-3 No. 002/2011, is formed by the Central Generating Wind Chui I, II Chui, Chui IV, V Chui, Minuano I and Minuano II. To achieve total power of 144 MW, with physical guarantee of 59.85 MW, will be installed 76 wind turbines with a capacity of 2 MW each. The development is located in the city of Chui (RS), with a total planned investment of BRL 565.3 million. During the year 2012, the activities performed to start the deployment can be summarized as the environmental permitting and land negotiations with the owners of the areas where the parks will be implemented. The project is expected to be completed in the first half of 2014. Santa Vitória do Palmar Wind Complex (Santa Vitória do Palmar Holding S/A) In Santa Vitória do Palmar, on the South coast of Rio Grande do Sul, Eletrosul is implementing the biggest wind farm in Latin America, with 258 MW of installed capacity of 108.9 MW warranty. With a total planned investment of BRL 983.8 million; Windfarm Complex Santa Vitória do Palmar, object of ANEEL Auction A-3 No. 002/2011, consists of 10 wind farms (Geribatu Geribatu I to X). Over 2012 activities were undertaken as processes of compliance with the conditions of validity of the environmental license, land negotiations with the owners of the areas where the parks will be implemented, polls and survey in parks and initial deployment of the construction site. The civil works with the access services began in December. The project is expected to enter commercial operation in the first half of 2014. 5.1.2 Transmission (GRI 2.8) In 2012 investments were recorded in the Expansion of the Transmission System in the Southern Region and the State of Mato Grosso do Sul, in the amount of BRL 57.90 million, invested in infrastructure and expansion of the transmission system. Regarding the Reinforcement and Improvement of the Transmission System, in 2012, were accounted investments of BRL 3.58 million. These investments aim to carry out the necessary modifications and changes in the facilities of Eletrosul to remove restrictions on the transmission system and improve the reliability and flexibility of their operation and maintenance. To meet the needs of the Plan for the Modernization of facilities Systemic Interest (PMIS) and other exclusive interest of the company, 12 have been completed and planned projects in PMIS in resolutions by ANEEL 2.376/2010 and 2.837/2011. These improvements and reinforcements offer greater availability, reliability and flexibility to the transmission system Eletrosul. Keeping the regularity, continuity, security and timeliness of public service electricity transmission, comprising the modern techniques of conservation and transmission facilities in accordance with the concession of public service electricity transmission and Procedures Network. Furthermore, in order to increase transmission capacity and increased reliability of the National Interconnected System (SIN), Eletrosul was authorized to deploy reinforcements in Annual And Sustainability Report Eletrosul 2012 | 77 transmission facilities of the Basic Network and other transmission facilities through Resolution by ANEEL 3578/2012, performing three significant reinforcements until 2014. transmission Eletrosul own account with investments of BRL 2,127 million by 2014. The Eletrosul broadcast system has 71 substations and one frequency converter, with total capacity of MVA transformation 24,524.00 and 11,364.34 km of LT. The current portfolio of projects of power Eletrosul Transmission System Own Partnership / services Eletrosul Transmission System Own Partnership / services Eletrosul Transmission System Own Partnership / services Total 40 32 72 23,087.00 1,437.00 24,524.00 km km km 34.5 – 12.71 12.71 69 56.20 – 56.20 132 12.50 – 12.50 138 1,841.30 338.20 2,179.50 230 5,150.60 251.80 5,402.40 525 2,949.60 751.43 3,701.03 10,010.20 1,354.14 11,364.34 Capacidade de Transformação (MVA) Tension (kV) Linhas de Transmissão (km) Eletrosul Transmission System Own Partnership / services Total Footnote: With the merger of Artemis, in January 2013, Eletrosul will rely on 10382.10 Km of its own transmission lines. Besides investing in own assets, the company participates as a partner in other transmission ventures. In 2012, Eletrosul invested BRL 78 | Annual And Sustainability Report Eletrosul 2012 376.6 million in the segment, considering the investments in own ventures and partnering. 5. Economic and Financial Dimension Developments in Partnership Enterprise Corporate Composite Commercial Operation Artemis Transco Energy S/A Eletrosul 100% 2005 West Coast Transco Energy S/A Eletrosul Copel 49% 51% 2014 Power Transmission Company of Rio Grande do Sul S/A (RS Energy) Eletrosul 100% Part of the facilities were in operation prior to 2012, part went into operation in 2012, and part will go into operation in 2013 Transmission Company of Alto Uruguai S/A (Etau) Eletrosul Transmissora Aliança CEEE DME Energética 27.4% 52.6% 10% 10% 2005 Marumbi Transco Energy S/A Eletrosul Copel 20% 80% 2014 North Brazil Transco Energy S/A (NBTE) Eletrosul Eletronorte Abengoa Brasil 24.5% 24.5% 51% 2013 Old Port Transmitter Power S/A (PVTE) Eletrosul 100% 2012 Transmitting South Coastal Energy S/A (TSLE) Eletrosul CEEE 51% 49% 2013 Transmitting South Brazilian Power S/A (TSBE) Eletrosul Copel 80% 20% 2013 Uirapuru Transco Energy S/A Eletrosul Fundação Elos 75% 25% 2006 Artemis Transco Energy S/A The Artemis is a Specific Purpose Company formed to exploit the concession of the transmission line at 525 kV, 167 km long, originating in SE Salto Santiago and ending at SE Ivaiporã, besides the transmission line with a length of approximately 209 km between SE and SE Ivaiporã Cascavel Oeste, Paraná, was a venture bid in Energy Auction ANEEL 0001/2003. The incorporation of Artemis Transco Energy S/A, planned for January 2013, represent an increase of more than 280 million in assets Eletrosul and an increase of 13% in Annual Revenue (RAP) of transmission for 2013. The acquisition of all shares of Artemis, which had the participation of the Spanish group Cymi Holding S/A, began trading in late 2010. In August 2011, was formalized the transfer of control of the company to Eletrosul. The incorporation of Artemis Eletrosul will simplify the legal structure of the company and reduce administrative costs, operational and tax measures to maximize organizational efficiency, administrative and financial. Annual And Sustainability Report Eletrosul 2012 | 79 West Coast Transco Energy S/A The projects being built by West Coast were the object of ANEEL Auction 004/2011 and comprise 230 kV Cascavel Oeste / Umuarama Umuarama substation and an input module of line at the substation of Cascavel Oeste. With 143 km in length, the line will pass through nine municipalities of Paraná, and the substation will receive, process and transmit energy to other substations northwest of the state. The development is crucial to improve the operational reliability of the transmission system, has a total planned investment of BRL 73.8 million. Throughout 2012 ongoing activities focused on land activities (land acquisition of SE), licensing (with the issuance of the Preliminary License LT and SE), rental towers, archaeological services and projects. It is expected that the project will be in operation in January 2014. Energy Transco Company of Rio Grande do Sul S/A In order to strengthen the power transmission Transmission Line 80 | Annual And Sustainability Report Eletrosul 2012 systems and contribute to the economic growth of the Rio Grande do Sul, RS Energy gave way, in 2012, the implementation of projects which include substations Caxias 6, Ijuí 2, Nova Petropolis 2 Lajeado Grande (magnification) and Foz do Chapecó and 230kV Transmission Line Monte Claro – Garibaldi, which were the subject of ANEEL Auction 001/2010 (Lots B and C) and 008/2010 (Lot B). These projects have not yet been powered to SE Ijuí 2 (scheduled for february/2013) and LT Monte Claro – Garibaldi (expected april/2013), which works have been delayed due to delays in the licensing process (in the case of LT) and difficulties due to the contractor hired allocate workforce during deployment (in the case of SE Ijuí). Together, the projects have a total planned investment of BRL 137.5 million. Marumbi Transco Energy S/A The project being built by Marumbi Transco Energy S/A, for the batch F ANEEL Auction 006/2011, intended to strengthen the transmission system in Curitiba. Comprises 5. Economic and Financial Dimension Transmission Line the deployment of SE East 525kV Curitiba, Curitiba LT - Curitiba Leste (28km 525kV), the expansion in Curitiba SE 525kV Substations and adjustments in Uberaba 230kV, 230kV Santa Monica, Industrial District Pinhais 230kV and 230kV Fiscal Office, sectioning of the 230kV transmission line Santa Monica - Industrial District of Pinhais sectioning and transmission line 230kV Fiscal Office - Uberaba. The concession contract was signed in May 2012. Already signed contracts for the construction of power lines and substations, and projects are underway executives and environmental studies. In June 2012 it was filed the basic design in ANEEL, in November the EIA / RIMA transmission line and substation December RAS in environmental agency (IPA). The works of the projects, which have a total planned investment of 106.1 million, due to start in the first half of 2013. The prediction of the startup is for May 2014. North Brazil Transco Energy S/A (NBTE) Deployment in the Northern Brazil, the enterprise object of ANEEL Auction 007/2008, known as the Linhão do Madeira, comprises the construction of Transmission Line + - 600kV DC - SE Gatherer of Porto Velho - RO 2 to Araraquara - SP, with 2,412 km long. The line will pass through 85 municipalities in the states of Rondônia, Mato Grosso, Goiás, Minas Gerais and São Paulo. Total investment of BRL 2,030.8 million. Besides the relevance to the National Interconnected System (SIN), this work will have a social bias important, as it will generate approximately 17,000 jobs. Throughout 2012 ongoing activities focused activities land, licensing (with the issuance of the License Installation and Authorization of Removal of Vegetation), rental towers, redemptions of archaeological sites, projects, supplies and assembly. The estimated completion is in September 2013. In 2012, the work reached 45.5% of physical progress. Annual And Sustainability Report Eletrosul 2012 | 81 SPE Porto Velho Transco Power S/A (PVTE) Essential to drain the energy produced in the Amazon to major consumer centers of the country, the developments of PVTE understand the 230kV LT North Collector Porto Velho / Porto Velho SE (22km) and SE North Collector Porto Velho 525/230kV, 2x400MW, which were the subject of ANEEL Auction 007/2008, held on 26/11/2008 (lot A). For the purpose of receiving the Annual Revenue (RAP), the implementation of the SE was considered complete in August 2012, when all the tests were completed with possible systemic conditions existing at that date. Since then, there are still some tests to allow operation with rated power of the SE, which will only be completed in 2013 by relying on systemic conditions (completion of works by third parties). These developments will drain the energy that is generated by the plants of the Madeira River - Jirau, which will have a capacity of 3,750 megawatts (MW) project in which Eletrosul has 20% stake, and Santo Antônio (3,150.4 MW). Total investment is BRL 594.2 million. Transco South Coastal Energy S/A (TSLE) The projects under implementation by TSLE comprise approximately 490 km of transmission lines and three substations, as well as expansion of an existing unit. Object ANEEL Auction 005/2012 (Lot A), the transmission system is composed by LT 525kV Nova Santa Rita - Povo Novo (281 km), LT 525kV - Povo Novo - Marmeleiro (154 km), LT-525kV Marmeleiro Santa Vitória do Palmar (52 km), 82 | Annual And Sustainability Report Eletrosul 2012 SE Povo Novo 525/230kV - 672MVA, 525kV SE Marmeleiro (with Synchronous 200MVAr) SE Santa Vitória do Palmar 525/138kV - 75MVA and expansion of SE Nova Santa Rita. Completed, the transmission system will use the wind on the coast of Rio Grande do Sul. Total investment is BRL 634.5 million. Throughout 2012 ongoing activities focused on land activities, licensing, design and definition of the key supplies. The start-up is scheduled for December 2013. Transco South Brazilian Power S/A (TSBE) Strategic for the South Country by enhancing energy supply and give more attention to the reliability of Rio Grande do Sul, the projects being implemented by TSBE comprise LT 525kV Salto Santiago - Ita (190 km), LT 525kV Ita Nova Santa Rita (305 km), LT 230kV Nova Santa Rita - Camaquã 3 (140 km), LT 230kV Camaqua 3 - Quinta (163 km) and SE Camaquã 230/69kV 3 - 2x83MVA, in addition to adjustments arising on existing SEs where such LTs will be connected. The transmission system has been the subject of ANEEL Auction 006/2011 (Lot A) and come with a a total planned investment of BRL 482.1 million. During 2012, ongoing activities focused on land activities, licensing, design and definition of the key supplies. The estimate is that development will be in operation by December 2013. In the management of their assets belonging to the core network, Eletrosul presents the following performance in terms of availability: 5. Economic and Financial Dimension Figures in% Installation 2009 2010 2011 *2012 Transmission Lines 99.93 99.92 99.90 99.89 Capacitor Bank 99.88 99.81 99.75 99.74 Reactors 99.95 99.89 99.94 99.77 Transformers 99.92 99.89 99.88 99.87 Total Availability 99.92 99.89 99.90 99.86 Note: * Figures updated until Dec/2012. In this area, were completed eight projects planned in ANEEL Resolutions º 1,535/2008, 2,383/2010, 2,589/2010, 2,879/2011 and 3,232/2011 as follows: • Siderópolis SE 230/69 kV, 364 MVA EXTENSION “J”: Implementation of 02 modules transformer connection for transformers, one for TF1 to TF4 and another in 230kV arrangement bar and main transfer and complementation sector 69 kV with altered arrangement of bus bar type simple main bar and transfer. • Severed 138 kV JOINVILLE - ILHOTA (Araquari HYOSUNG): Relocation and sectioning of 1.25 km of 138kV transmission line Islet - Joinville, for the implementation of SE Joinville GM. • SE JOINVILLE 230/138/69 kV, 691 MVA - EXTENSION “K”: Complementation connection Autotransformer TF5138/69 kV. • SE Biguaçú 525/230/138 kV, 1644 MVA - LARGE “D”: Installing 2nd 525/230kV autotransformer bank - 672MVA, with their connection modules 525 and 230kV. • SE Biguaçú 525/230/138 kV, 1794 MVA - EXTENSION “F”: Installing 3rd phase autotransformer 230/138/13, 8 kV 150 MVA, with their connection modules 230 and 138kV. • IF Tapera 2230/69 kV, 249 MVA - EXTENSION “B”: Installing 3rd transformer 230/69kV, 83 MVA, with its connection modules 230 and 69kV and 69kV lines of two entries. • Severed 138 kV Biguaçú - CAMBORIÚ HILL BOI: Severed transmission line Biguaçu - Camboriu Morro do Boi 138kV, Substation Tijucas for correction of simple derivation. • 230 kV CASCAVEL OESTE - GUAÍRA: Relocation of 0.6 km of the 230 kV Cascavel Oeste - Guaira (Eletrosul) in SE Cascavel Oeste (Copel). AIn addition, the company was authorized to perform seven new projects under ANEEL Resolutions 2.879/2010, 3.161/2011, 3.339/2012 and 3.815/2012, with completion scheduled for the years 2013 and 2014, as described below: • Sectioning 138 kV JORGE LACERDA A-PALHOÇA, double circuit and connection modules associated to implementation of the new SE Garopaba (CELESC), to enable the implementation of the new 138 kV Substation Garopaba CELESC the distributor. • Sectioning of 138 kV IMBITUBAPALHOÇA, double circuit and connection modules associated to the implementation of the new SE Palhoça Pinheira (CELESC), to enable the implementation of the new 138 kV Substation Palhoça Pinheira CELESC by the distributor. Annual And Sustainability Report Eletrosul 2012 | 83 • SE JOINVILLE NORTH - Expansion “C” for installing 3rd Autotransformer 230/138-13, 8-150 MVA, to prevent the loss of existing units in the remaining unit overload occurs. • 230 kV isolation PASSO FUNDOMONTE CLARO, double circuit, for SE New Silver 2 (CEEE), avoiding possible undervoltage in the region of Nova Prata, the contingency of the 230 kV Nova Prata 2-Monte Claro. • SE NOVA SANTA RITA - Expansion “F” for installation of the fourth phase autotransformer bank, 525/230 kV, 3 X 224 MVA, necessary to avoid overhead in processing remaining in the contingency of one of the banks of this substation autotransformers or LT 525 kV Nova Santa Rita - Gravatai. • SE ITAJAÍ - Expansion “E” to replace the autotransformer (TF4) 230/138 kV, 84 MVA, second autotransformer 230/138 kV 150 MVA, to prevent the loss of existing units in the remaining unit overload occurs. • SE ALEGRETE - Expansion “A” to install a three-phase transformer 69/13, 8/13, 8 kV, 17 MVA and adequacy of infrastructure and replacement of SE cubicles existing 13.8 kV, necessary to avoid load shedding in contingency SE Alegrete RS. Reinforcement and Improvement of the Transmission System To meet the needs of the Facilities Modernization Plan (IMP) and other of exclusive interest of the company, 12 have been completed and planned projects in the PMI in resolutions by ANEEL 2,376/2010 and 2,837/2011, as described below: • Curitiba SE 525/230 kV, 1344 MVA: Replacement A-phase autotransformer ATF1, 525/230 kV, 224 MVA. • CAMPO GRANDE • 138kV SE: Implementation of digital system control and supervision Level III. • SE SALTO SANTIAGO 525 kV: Mending the auxiliary service 13.8 kV. 84 | Annual And Sustainability Report Eletrosul 2012 • 525 kV ITÁ SE: Implementation of digital system control and supervision Level III • SE JOINVILLE 230/138/69 kV, 691 MVA: Replacing the circuit breaker 522 (ASEA HLR145). • SE JOINVILLE 230/138/69 kV, 691 MVA: Substitutions of Main and Transfer Bus 230 kV and buses I and II of 138 kV. • SE JOINVILLE 230/138/69 kV, 691 MVA: Replacement Breakers # 632, 642 and 652 of 138kV. • FARROUPILHA SE 230/69 kV, 166 MVA: Retraining the isolator 735. • SE JOINVILLE 230/138/69 kV, 691 MVA: Replacement transformer protection TF3. • PALHOÇA SE 230/138 kV, 384 MVA: Installation of 230kV 2 TPCs TFs 1 and 2. • SE JOINVILLE 230/138/69 kV, 691 MVA: Replacement of CTs of the spans of TFs 1, 2, 3, 5, 7, and spans the SEs Ilhota, Joinville SC, Tigre, São Bento do Sul and Joinville-IV 1. • ILHOTA SE 138/69 kV, 100 MVA: Replacement of CT of vão Joinville. These improvements and reinforcements offer greater availability, reliability and flexibility to the transmission system of Eletrosul. Keeping the regularity, continuity, security and timeliness of public service electricity transmission, comprising the modern techniques of conservation and transmission facilities in accordance with the concession of public service electricity transmission and Procedures Network. According to the Brazilian regulatory model, the transmission company owner is responsible for the implementation of the project from the studies carried out, it can not change the design, and not having thus control over the rate of losses in the transmission system. Eletrobras, through the Division of Management Operation and Maintenance of Transmission, adopts a unified methodology for estimation of energy losses in transmission 5. Economic and Financial Dimension for all companies of Eletrobras, based on electrical calculations using monthly cases of power flow. In 2012, the value of transmission losses in assets Eletrosul was estimated at 2.08% (GRI EU12). Furthermore, in order to increase transmission capacity and increased reliability of the National Interconnected System (SIN), Eletrosul was authorized to deploy reinforcements in transmission facilities of the Basic Network and other transmission facilities through Resolution by ANEEL 3.578/2012, performing three significant reinforcements until 2014, as described below: • SE BLUMENAU: Replacement of 21 TCs JNO circuit 230kV, 230kV JOI, PAL and 230kV CTs 1, 2, 3 and 4 230/138kV sector 230kV, the SE BLU. • SE ITA: Purchase and installation of 444 kV RP input module of LT YTA-NSR • SE FLORIANÓPOLIS: Installation of 2 TPs measurement 138kV circuits PAL 1 and 2. 9001 certification In October 2012, has completed two years of certification ISO 9001:2008 processes retraining yard equipment, and regeneration of insulating mineral oil and SF6 gas performed by Eletrosul. The certification provides assurance to quality to the capacitated equipment of the company’s Central Office Central GIS Transmission Lines In 2012, Eletrosul started assembling the GIS Center of Lines Transmission (CGLT). Composed of a server and a room with two 42-inch monitors, the center aims to be a facilitator for geographical visualization of information related to transmission lines. To make this possible there are being edit standardized and structured dereferenced files of Transmission Lines of Eletrosul and the creation of a geographic database in order to meet the maintenance. Transmission Line When ready, the CGLT will be used to shelter the following information: • GIS database of all towers of Eletrosul in operation; • GIS data of all accesses that are used by inspection teams and line maintenance; • Maps containing traces of the towers and transmission lines in operation separated by tension, state, regional maintenance staff; Annual And Sustainability Report Eletrosul 2012 | 85 • Maps of the locations where they are being implemented community gardens at Eletrosul; • Maps of the spots where the Eletrosul towers fell; • Maps with the locations in which we performed removal of vegetation separated by year of completion; • Among others. Report of Removal of Vegetation in Transmission Lines In 2012 was established the Annual Vegetation Suppression of Transmission Lines of Eletrosul. This report contains the amount of vegetation removed in easements Eletrosul lines informing voids where the activity was performed and the volumes of native and exotic vegetation removed during the year. That report following completion is submitted to IBAMA in response to environmental conditions of the suppression license granted to Eletrosul and also is used by Maintenance Engineering Lines to control this activity, in order to minimize suppression for seamless operation the transmission lines. Interconnection Brazil-Uruguay IBAMA issued a preliminary license for Interconnection Brazil-Uruguay, valid for two years. The license certifies the environmental viability for tracing presented in the EIA / RIMA of the 230 kV President Medici-Candiota (3 km) SE Candiota (525/230-13 8 kV) and 525 kV LTCandiota Aceguá (60 miles) . According to the DEA (Department of Environmental Engineering and Land) the issue of the installation license, which will allow the start of construction is scheduled for February 2013. Through a Partial Assignment Agreement, assigned to Eletrobras Eletrosul rights and obligations relating to 39.6% (thirty-nine and six-tenths percent) of total Works in Brazil equivalent to BRL 50,703,390.69 thousand. 86 | Annual And Sustainability Report Eletrosul 2012 Thus, Eletrosul will be responsible for implementation of transmission lines and the owner’s engineering works in substations President Medici and Candiota. ELETROSUL already completed the bidding process for the supply of cables and structures for carrying out the work of transmission lines in the Brazilian section, as well as Eletrobras concluded the bidding of the facilities in SE P. Medici and Candiota. 5.2 Commercialization As of 2012, Eletrosul now has two generating units with a nominal power of 38.5 MW totaling 77 MW hydroelectric plant Passo São João (GRI EU1). During the same year, Eletrosul fully met Contracts for Electricity Trading in a Regulated Environment (CCEAR) all from the sale of physical guarantee of HPP projects Passo São João Maua HPP and HPP São Domingos. Until the entry into commercial operation of the generating units of UHE Passo São João (July/2012) and Mauá (December/12) all the wrongdoings of the energy and power needed to meet the CCEAR were secured by purchase electricity (CCVEE) in the Free (ACL) all signed through public auctions organized by Eletrosul. Based on two decisions by ANEEL in 2012, Eletrosul succeeded in recovering approximately BRL 113.4 million in revenue for the period 20102012 due to the attenuation of the rules of the transfer price of the plants CCEAR Passo São Joao and Maua in case of delay in commercial operation. There were recovered BRL 16.2 million related to HPP Passo São João and BRL 97.2 million to UHE Maua. In the case of UHE Santo Domingo, whose early supply of CCEARs (36 MW) commenced on January 1st 2012, all the projects consisted of CCVEE contracts. 5. Economic and Financial Dimension From July 1st 2012 came into effect the Agreement Reserve Energy (CER) on the sale of energy produced by the wind farm Cerro Chato. ELETROSUL has 90% stake at the special purpose entity (SPE). In the period from January to July 2012, all the energy produced in advance by the complex was delivered to the National Interconnected System (SIN) and was paid by the Settlement Price of Differences (PLD). In December 2012, the tests began operating at PCH Barra do Rio Chapeu. In this case all the energy produced by the plant was settled by PLD . In terms of net total energy were generated 352.347 GWh of 289.579 GWh of hydroelectric and wind. 5.3 New Business In the auction 005/2012-ANEEL Eletrosul, in partnership with CEEE, scooped the main plot of the event, the implementation of 487 km in 525kV Transmission Lines (Nova Santa Rita - Povo Novo - Marmeleiro - Santa Vitória do Palmar) and three substations: Povo Novo (525/230 kV, 672 MVA), Marmeleiro (525 kV, com compensador síncrono 200 MVAr) e Santa Vitória do Palmar (525/138 kV, 75 MVA). These projects allow the flow of the generation of new wind farms in the southern coast of Rio Grande do Sul, Contemplating the Complexes Wind Powered Geribatu and Chui, in which Eletrosul holds an interest, result of the Auction 002/2011. New Commitments were obtained by Eletrosul in 2012, highlighting the installation of 4th bank Autotransformers 525kV/230kV SE in Nova Santa Rita and replacement Transformer 4 230/138kV of 75MVA to 150MVA by another in SE Itajaí, in terms of Resolution of Authorization 3339/2012-ANEEL of 14/02/12, as well as the installation of a new transformer 69/13, 8kV of 17MVA in SE Alegrete object 3815/2012-ANEEL Resolution of 18/12/12. Climate changes (GRI EC2) Eletrosul operates in the generation and transmission with a focus on sustainability. For that, business strategies are created that culminate in decision making and implementation of projects, including actions towards climate strategies. Some decisions are as follows: 1. Produce renewable energy with direction aimed at preserving the environment: wind, solar and hydroelectric; 2. Reduce environmental impacts in the vicinity of the generation and transmission; 3. Preserving forest and archaeological reserves; 4. Restore degraded areas affected by the projects, allowing the preservation of economic activities; 5. Enable increased productivity and efficiency of economic activities in the areas surrounding the projects through local development programs; 6. Providing better social conditions by supporting social development programs. Despite efforts in efficiency and sustainability is important to note that Eletrosul is exposed to risks arising from climate change, with consequential financial impacts. With this, business strategies are created that culminate in decision making and implementation of projects to protect the company and the opportunities that arise over time. The financial implications and risks due to climate change from which Eletrosul is exposed, possible increases in maintenance costs due to the unavailability of transmission by the occurrence of disturbances such as windstorms, rain and lightning stand out. Also, it can be noted that the company’s exposure to financial interference due to the reduction Annual And Sustainability Report Eletrosul 2012 | 87 of rainfall and winds, which undertakes, respectively, the production of hydropower and wind power. Regarding the opportunities identified by the company due to climate change one can perceive expansion of power generation projects in matrix hydraulic Power Plants (HPP), Small Hydropower (SHP), wind (Wind Complex Cerro Chato, Wind Complex Verace, Windmill Hill Cerro dos Trindades, Wind Complex Ibirapuitã) and Solar (Megawatt solar Project). Furthermore, some strategies of utilization of climate change that are consolidated with an alternative for the preservation of the environment and the use of waste energy are emphasized. It can be highlighted: the development of an anaerobic digestion system for high-performance treatment of vinasse targeting the energy use of biogas, the development of technology digestion for processing agricultural waste suitable for Brazilian rural context, the use of plasma technology for treatment of bauxite impregnated with insulating oil and replacing battery bank substations through use of the fuel cell. That’s why the company has been developing actions in order to gain competitive advantages in Renewable Energy Platform. In its strategic plan, has been developing expansion projects development in hydropower, wind and solar power, as well as the feasibility study for implementation of projects with the benefit of carbon credit. 5.4 Socioeconomic Impacts (GRI EC9) Eletrosul understands that in addition to environmental actions directly related to the projects of the company, the investment made in environmental communities do emerge, even indirectly, considerable economic impacts, such as the development of so-called Production Community Centers, in villages 88 | Annual And Sustainability Report Eletrosul 2012 that received the program benefits “Luz para Todos”. Production units and access to new technologies aim to improve and diversify production in traditional communities, spreading the efficient use of electricity and generating income for these communities. The regions of electrical projects undergo profound social, environmental and economic, with various impacts on the local economy. Population growth and increased supply of jobs lead to a direct impact on the market of goods and services, mainly due to an increase in the number of potential consumers, boosting the economy of these counties. The properties affected by the implementation of projects are mostly exploited for economic purposes. Thus, from the start of engineering works these properties will have their altered areas directly influencing the family income. There is also an increase in road traffic, rural and urban, according to the mobilization of equipment and displacement of employees. Local infrastructure is also impacted due to interference with bridges and roads located within the area of the future reservoir and APP. The regional real estate market goes through temporary changes, as the need arises to purchase private land on a large scale in a short time, bringing value, exacerbating disputes, warming the market and destabilizing regional land issue. In addition, there is a temporary increase in municipal revenues, due to the construction of several companies in the area and the resulting increase in tax collection base of the municipality, the purchase of equipment and materials for construction and also the provision of services such as food and transportation, for the employees. This significant increase, although temporary, works to improve infrastructure in the municipalities affected and consequently the region as a whole. 5. Economic and Financial Dimension The addition of firm energy to the national grid, to consider harnessing the energy production of these projects at the regional, allows an increase in the industrial cities of the region, enhancing the generation of job demands and increase in family income. The compensation for the use of water resources for generation of electricity is a percentage that utilities and companies authorized to produce energy for hydroelectric generation pay for the use of water resources. ANEEL manages the collection and distribution of funds among the beneficiaries: states, municipalities and governmental agencies of the Union. Furthermore, Eletrosul’s focus is on making improvements in the communities surrounding its projects, resettlement as individual structures better than its predecessors, improvements in local infrastructure such as roads meshes, among others. Such improvements can be observed in environmental programs aimed at the community, for example, the Power Plant Step Program St. John, which featured the following benefits: • Redemption of Environmental Landscape; • Program of Tourism Development; • Population Relocation Program and Reorganization Remnants Areas; • Program for the Recovery Road System and Core Infrastructure; • PACUERA - Plan of Conservation and Surrounding Artificial Reservoir; • Environmental Education Program – involving schools and the community. Seedling nursery at Hydroelectric Maua Annual And Sustainability Report Eletrosul 2012 | 89 Iguaçu Falls – Paraná “... Nature offers us the mountains, the full range of green that exists, its natural forests, with its trees of great beauty, and one of the most beautiful spectacles of nature , provided by the meandering rivers and streams, which will join , to form the amazing show, hosted by waterfalls that make us engrossed takedown , imagining every moment to see the smile of the Creator who put special love on that place ...” Cataratas do Iguaçu – Marcial Salaverry Honey Island – Paraná 6. Social Dimension Island is an area of land surrounded by water. There are four main types of islands: continental, oceanic, fluvial and volcanic, with the addition of artificial islands created by man. Continental islands / coastal lie near the continents, being linked to the same continental shelf, for example, the British Isles (Great Britain and Ireland, among others). Oceanic islands are ones that are in the open ocean, far from the coastal mainland. Several nearby islands form an archipelago. 6. Social Dimension Eletrosul, targeting the sustainable development of society, promotes actions that have positive impact on the environment and the economic, social and cultural communities of the areas of the company, always based on your Social Investment Policy, which determines the guidelines and the focus of activity of their investments. Eletrosul formally supports two initiatives of the United Nations (UN) Millennium Development Goals and Global Compact (Global Compact), committing itself to basic principles of human rights, labor rights, environmental protection and anti-corruption. 6.1 Workforce Convinced that social responsibility is one of the hallmarks of a business policy based on integrity, equality and social inclusion, and seeking to achieve the goals of integration and better relationship with society and the surrounding community, Eletrosul broadens the scope of its commitments by developing various programs focused on education in electrical energy conservation, promotion of regional art, education access to the labor market, development of sports activities, technological development and infrastructure of communities, valuation of outsourced employees, corporate volunteering , generating jobs, income and social inclusion. In 2012, the staff of Eletrosul counted at the end of the period, a total of 1,546 employees and 469 contractors. Five (5) employees were hired through Public Tender, pursuant to court decisions, two (2) employees as a result of the amnesty law, by court order, entered as employees, and one (1) other employee was also reinstated by judicial decision, one (1) employee had his Disability Retirement repealed and 88 employees were readmitted amnestied under the Amnesty Law, No. 8878 of 11/05/1994. According to the Regulatory Guidance MPOG / RH No. 4 09/07/2008, reinstatement of employees amnesty does not burden the limit of 1,672 places established by Ordinance No MP 19 28/12/2006 Department of Annual And Sustainability Report Eletrosul 2012 | 95 Coordination and Governance of State-Owned Enterprises (Dest). Thus, the occupancy rate limit places the company in 2012 was 92.46% of the total set. Eletrosul reserves, in the process of Public Tender, 5% in the number of jobs for people with disabilities. The company also develops the Care Program for People with Disabilities, with the goal of improving the quality of life for employees and dependents, meeting the bio psychosocial needs arising from financial and health care of those people. Currently served by the program are 65 people with disabilities. In 2012 it was developed awareness raising and information on social inclusion of people with disabilities with the lectures: “Living the Different, makes no difference,” “Not knowing that it was impossible, he went and did it” and “Attitude or Nothing”. In this context, the Company opened a socio-occupational space, in the organizational environment for a young man with intellectual disability (autistic), in order to contribute to the process of training and professional development, especially in helping his autonomy and independence. This action was possible only through awareness of workers in the area, seeking the engagement and commitment of all in the process of inclusion and respect for differences, providing opportunities for theoretical and practical knowledge and technical monitoring of the multidisciplinary team in the area of people management and to exchange information with family team. As a result, we emphasize the contribution in the formation of the young 96 | Annual And Sustainability Report Eletrosul 2012 autistic, strengthening a policy of social inclusion, strengthening it and helping in the development of professional skills, and improving the quality of life, (re) construction of identity and improving self-esteem. This experience has been the subject of labor “Insertion Tool Lotus Notes in Brazilian scientific literature (2000-2012)”, presented as the conclusion paper of the Librarian course. For the company, this process has contributed to improving the environment and organizational climate, interpersonal relationships, culminating in a greater familiarity with the differences between employees and the ability to assist them in expanding self-knowledge in order to realize their own limitations and possibilities of overcoming. In 2012 there were 18 layoffs among employees (2 deaths, 12 resigned and 4 were retired due to disability). Among the four retirees, labor law prevents the company from terminating the employment contract, but allows posting them in the reports, as they are not active employees anymore. Thus, considering the 9 admissions and staff of 1,546 employees, the turnover rate of the staff of the company during the period was 0.87%. Among those pardoned were four dismissals (3 deaths and 1 resignation). The 12 employees ordered from other organs, acting in Eletrosul, were placed in strategic areas in order to collaborate with the challenges and goals of the company. (GRI LA1, LA2) Table 1 shows the evolution of the number of employees in the last three years: 6. Social Dimension FUNCTIONAL FRAMEWORK Dec/2010 Dec/2011 Dec/2012 1,605 1,555 1,546 112 121 205 1,717 1,676 1,751 (+) Admissions 114 83 9 (+) Readmission of Amnesty Employees (Law No. 8.878/94) 88 9 88 (–) Dismissals 65 134 18 0 0 4 137 (42) 75 8 11 12 Employees Amnesty Employees (Law No. 8.878/94) OWN EMPLOYEES FRAMEWORK (–) Amnestied dismissals VARIATION OF OWN FRAMEWORK Required Table 1: Evolution of the number of employees. The distribution of active employees by region is presented in the table below: By Region Active Employees South Midwest North Total 1,451 69 26 1,546 Amnestied 205 0 0 205 Interns 215 4 0 219 Young Apprentice 70 12 0 82 434 27 8 469 PPP 61 5 0 66 Required 11 1 0 12 Own Outsourced Table 2: Distribution of active employees by region. Table 3 shows the distribution of terminated employees by region. Off Employees By Region By Genre South Midwest North 17 1 0 Female Male 0 18 Table 3: Distribution of terminated employees by region. Annual And Sustainability Report Eletrosul 2012 | 97 The turnover rate, by region, gender and age group are presented in Table 4. Turnover Rate By Region South Midwest North 0.90 0.72 0.00 By Genre By Age Group Female Male 0.19 1.02 0 to 29 30 to 50 Above 50 6.21 0.59 0.79 Table 4: turnover rate, by region, gender and age. Cultural Space 98 | Annual And Sustainability Report Eletrosul 2012 6. Social Dimension Table 5 shows the composition of the company’s employees and the governing body (GRI LA13). Quantitative data 2012 1. Number of employees (by job category) 90 a) Management positions b) Positions with higher education 539 c) Positions without higher education 917 2. Permanent employees by employee category Positions with higher education – Female 140 Positions with higher education – Male 399 Management positions – Female 12 Management positions – Male 78 Positions without higher education – Female 116 Positions without higher education–- Male 801 3. Employees under 30 years (not including 30 years) Female 44 Male 101 4. Employees between 30 and 50 years (including 50 years) Female 160 Male 862 5. Employees over 50 years Female 64 Male 315 6. Composition of governance body – age a) Under 30 0 b) Between 30 and 50 2 c) Over 50 6 7. Composition of governance body – gender Female 1 Male 7 Table 5: Breakdown of employees of the company and the overnance body Annual And Sustainability Report Eletrosul 2012 | 99 Information identifying the company’s minority groups are presented in Table 6. ...continuation Minority Groups Quantitative Data 2012 1. Employees in managerial positions Above 50 years – Female Above 50 years – Male 2012 3. Employees in positions no higher education 4 24 Above 50 years – Female Above 50 years – Male 46 200 Yellows – Female 0 Yellows – Female 0 Yellows – Male 1 Yellows – Male 4 Native – Female 1 Native – Female 0 Native – Male 0 Native – Male 2 Black – Female 0 Black – Female 2 Black – Male 0 Black – Male Browns – Female 0 Browns – Female Browns – Male 2 Browns – Male People with disabilities – Female 0 People with disabilities – Female People with disabilities – Male 0 People with disabilities – Male 2. Employees in positions with higher education 16 4 47 6 18 4. Composition of governance body Above 50 years – Female 14 Employees over 50 years 6 Above 50 years – Male 91 Women 1 Blacks, yellows, browns and indigenous people 0 People with disabilities 0 Yellows – Female 0 Yellows – Male 3 Native – Female 0 Native – Male 0 Black – Female 2 Black – Male 11 Browns – Female 0 Browns – Male 6 People with disabilities – Female 0 People with disabilities – Male 2 Continues... 100 Minority Groups Quantitative Data | Annual And Sustainability Report Eletrosul 2012 Table 6: Minority groups. In 2012, considering the employee’s own staff were 2,578,732 man-hours worked. The absenteeism rate was recorded at 2.10%, Frequency Rate (Injuries) equal to 5.14 and 2.231 Severity Rate, noting that there was no occurrence of occupational disease. (GRI LA7) The ratio between the lowest salary paid by the company (BRL 2,225.03) and the national minimum wage (BRL 622.00) was 3.58 times 6. Social Dimension in 2012. In relation to the average wage now practiced in this ratio is 9.26 times. (GRI EC5) The profile of remuneration, considering the proportion of remuneration of women to men according to functional category are presented in Tables 7 and 8. (GRI LA14) Profile of compensation by employee category Ratio between the pay of women relative to men Profile remuneration, considering the base salary by employee category Ratio of basic salary of women relative to men 2012 2012 Managerial position 95.79% Managerial position 98.10% Position with higher education 96.51% Position with higher education 84.65% Without charge higher education 89.93% Without charge higher education 103.21% Table 7: Profile of compensation by employee category. Table 8: Profile of pay, considering the base salary by employee category. The profile of the remuneration, salaries range for the period 2010-2012 and by gender are presented in Tables 9 and 10. Profile remuneration, salary range for the period 2010-2012 % Of employees in each salary range 2010 2011 2012 Up to BRL 1,600.00 0.00% 0.00% 0.00% BRL 1,600.01 to BRL 3,200 18.82% 16.92% 12.23% BRL 3,200.01 to BRL 6,400 66.73% 67.05% 68.31% BRL 6,400.01 to BRL 9,000 7.73% 6.63% 8.93% Above BRL 9,000 6.73% 9.40% 10.54% Table 9: Profile of remuneration, salaries range for the period 2010-2012. Profile of remuneration by salary range and gender Percentage of employees in each age – gender Up to BRL 1,600.00 BRL 1,600.01 to BRL 3,200.00 BRL 3,200.01 to BRL 6,400.00 BRL 6,400.01 to BRL 9,000.00 Above BRL 9,000.01 2012 Man 0% Woman 0% Man Woman 10.48% 1.75% Man 55.89% Woman 12.42% Man 6.79% Woman 2.13% Man 9.51% Woman 1.03% Table 10: Profile of remuneration by salary range and gender. Annual And Sustainability Report Eletrosul 2012 | 101 Tables 11 and 12 show the profile of remuneration by category for the period 20102012 and by gender. Profile remuneration, salary range for the period 2010-2012 - BRL By category (average salary in the year due) Board positions 2010 2011 2012 27,861.07 29,616.32 31,687.69 11,451.17 13,884.99 14,525.65 5,807.09 5,946.89 6,717.45 3,759.18 3,840.54 4,337.78 Management positions University positions Non-university positions Table 11: Profile of remuneration by category for the period 2010-2012. By functional category - average earnings in the current year - BRL Board positions Management positions University positions Non-university positions Man Woman 2012 31,687.69 0 Man 14,562.54 Woman 14,285.90 Man 6,994.40 Woman 5,920.44 Man 4,320.24 Woman 4,458.89 Table 12: Profile of remuneration by category and genre. Eletrosul practices respect for the freedom of association and category for realization of Collective Labor Agreements, in accordance with current legislation (GRI HR5). All employees are covered by Collective Labor Agreements (GRI LA4). The company hires according to the clause in the Collective Labor Agreements that commits to prior discussion with the unions signatory possible changes in internal rules incorporated into the Individual Labor Contract Employees that may come to imply a reduction of the benefits already gained by observing current legislation. However, at the clause there is no time limit for notification. (GRI LA5). 102 | Annual And Sustainability Report Eletrosul 2012 6.2 Outsourced Employees (GRI LA1; EU16; EU17; EU18) To maintain greater focus on the business, Eletrosul outsources cleaning, security, gardening, reception, kitchen and other activities of a continuous nature that are not served by the Career and Remuneration of the company. 469 professionals, added to the 1,546 employees of the company, representing 30.34% of the workforce, run these services. At the contracts that are signed between Eletrosul and service providers there are included clauses that oblige the compliance related to occupational 6. Social Dimension health and safety, being conducted systematic monitoring of compliance with these obligations. This is one of the actions foreseen in the Third to First (3D1), which aims to ensure respect for and protection of health and the integrity of the employees of contractors. Through the program seeks to act on risk factors, promoting continuous improvement in health, safety, interpersonal relationships and quality of life. Other lawsuits socioeducational were developed by the 3D1 program, such as: • Lecture with dentist about oral health-Bruxism, Orofacial Pain and Oral Rehabilitation; • Lecture “Living the different makes difference” with the physical educator Suely Araripe, and Film Session themed related to autism. • The Occupational Health Team of the Construction Consortium São Domingos (CCSD) lectured on the evils of smoking and alcohol on people’s lives, as part of the Campaign for Prevention and Combating Alcoholism and Smoking, held at the construction site of the Power Plant are Sundays (UHSD). The construction workers also went through vaccination campaign receiving the second dose of hepatitis B vaccine and MMR. • On World No Tobacco Day, employees and contractors who work at Headquarters attended the lecture “Stop Smoking - Why?” taught by Tatiana Prado pulmonologist who talked about statistics, diseases caused by smoking and ways of treatment. The date was also remembered between the construction workers of the Passo São João Power Plant Outsourced employees participate in the group’s headquarters mutual assistance for the prevention of relapse to smoking. • In Sector Maintenance of Dourados (SMDOU), outsourced workers attended lecture on waste sorting. • CIPA-Sertao promoted the lecture “Venomous Animals - Biology, Identification and Care”, taught by biologist Taciana Seemann, the Toxicological Information Center of Santa Catarina (SC-CIT). Still in 2012, calls were made from the Health and Social Services for outsourced employees, especially the corporate headquarters. Noteworthy is also the continuity of the Project for Level Rise Schooling of Outsourced Employees from headquarters initiated in August 2010. Resulting from a partnership between the State Department of Education of Santa Catarina and Eletrosul, the project aims to increase the educational level of outsourcing. The conclusion of the first class of high school was held in August 2012 and the forecast of the first class of primary school is in March 2013. We are studying the possibility of maintaining the course for outsourced employees who will complete primary school in 2013 and who wish to continue the school. In relation to the management of contracted services, the professionals of Specialized Safety Engineering in Medicine (SESMT) developed several activities such as document review, providing advice, monitoring and control aspects of Health and Safety at Work in the various company works in progress during the year 2012. The following activities can be highlighted: 1. Technical management of the contract No. 91320120073 - PROVISION OF SECURITY SUPERVISION AND INSPECTION OF WORK AND OCCUPATIONAL HEALTH linked to the transmission of system Integration of hydropower plants (HPP) and Small Hydropower (SHP) and the Transmission System Constructions. Annual And Sustainability Report Eletrosul 2012 | 103 In 2012, the following projects were covered by this agreement: Caxias SE 6 / SE Nova Petrópolis 2 / SE Lageado Grande / LT Monte Claro - Garibaldi and connections; Ijuí 2 SE; Foz do Chapecó SE, SE Joinville - expansion “k”; SE Tapera 2 expansion “B”. 2. Analysis of monthly reports prepared by the fiscal security work as contract No. 91320120073. 3. Presentation of lectures on security integration works to service providers in various constructions and contracted services. 4. Monitoring Audit Work Safety on the construction site of UHE Jirau. 6.3 Training and Development (GRI LA10; LA11; EU14) The Corporate Education at Eletrosul, in 2012, was to highlight the educational activities related to (the): • Individual Development Plan (IDP), educational actions arising from the results of the evaluations of the Performance Management System (SGD); Lead Program 104 | Annual And Sustainability Report Eletrosul 2012 • Planning Team Development (PDEquipe) - educational activities aiming to consolidate the training and development of employees in critical skills related to the area. • Leading Program, that aims management personal of the Eletrobras companies at all levels, in order to broaden the knowledge of leaders; leveling concepts and practices of the best business schools and share information on the context of the Eletrobras companies. Coordinated by the University of Eletrobras companies (UNISE) in partnership with MindQuest, Leading Program began in April/2012 and its completion is scheduled for April/2013. • Certification Process of the Technicians and Assistants Maintenance, Protection and Support of Operation, in order to qualify these professionals to carry out activities to support system operation. The process began on October/2012 and its completion is scheduled for October/2013. 6. Social Dimension • Review of the Management Standard which deals with the certification of technicians and assistants Maintenance, Protection and Support of Operation, which deals with the certification of employees who perform activities related to systems operation and facilities, in order to establish guidelines for this procedure. Table 13 shows the indicators of training between 2011 and 2012, indicating the variation between the two years. Indicators 2011 2012 Employees Trained 1,494 1,427 -4.5 Man-Hour Trained 117,677 121,248 +3.0 Average Hours of Training 65 85 +30.8 Employees Trained indices (%) 83 93 +9.6 Trained Workforce (%) 3.4 4.1 +17.6 4,004 2,833 -29.2 2.7 2.0 -25.9 Total Investment (BRL thousand) Average Invested Value per Employee (BRL thousand) Table 13: Indicators of training between 2011 and 2012. Note: For the calculation of the indicators Corporate Education is considered the total number of employees who have been in the company during the year 2012, including officers, directors and requested. Fluctuation (%) The average number of training hours by employee category in the period between 2011 and 2012, indicating the variation between the two years is presented in Table 14. Average hours of training - by functional category 2011 2012 1 64 63 Management positions 102.8 185.1 82.3 University positions 94.0 83.3 -10.7 Non-university positions 72.4 70.6 -1.8 Board positions Fluctuation (%) Table 14: Average hours of training during 2011 and 2012. Another major focus in 2012 was the implementation of activities under the Knowledge Management (KM), with emphasis on the creation of the Committee GC.A disseminating the results of research Maturity for Knowledge Management in the preceding year, as well as the preparation / approval of the Plan of Action for the GC Eletrosul, aimed at achieving level 4 (expert) maturity, from diagnosis presented with the determination of the Index maturity GC which showed a level 3 (intermediate) maturity. The company has not promoted in 2012, specific courses on policies and procedures concerning aspects of human rights, but carries important educational activities that address significant issues related to human rights policies. These activities Training & Development (T&D) reached around 30% of the total employees of the company, namely: • Gender and Race Committee; • Seminar on Quality of Life; • Lecture: Living the different makes the difference (employees of Campo Grande, in the interior, Sede e Gravataí); Annual And Sustainability Report Eletrosul 2012 | 105 • Retirement and Post-Career: Videoconferencing for all areas of the company on frame construction and future happiness in living spaces; • CIPA; • Ethics Committee; Course • Sustainability Committee; • First Aid and Fire Brigade (800HS) (GRI HR3). Table 15 shows the number of courses in First Aid and Fire Brigade conducted in 2012. Classes Hours per class Total First Aid 6 40 240 Fire Brigade 6 40 240 First aid and rescue at Telecom towers 1 64 64 First aid and rescue lines and transmission towers 4 64 256 Orientation program for retirement The Orientation Program for Retirement (POPA) is a tool for people management and succession, which takes advantage of permanent professional employees an orientation process for a new stage of life (PostCareer) which is to “be retired”. The program aims to build spaces of psychosocial support to the multiple dimensions of retirement and establish relationships help to (re) construction of projects of life in retirement. Among the actions are conducted educational workshops addressing topics: 1. Economic aspects of retirement (INSS ELOS) and Financial Management and Equity in Retirement; 2. Health Aspects of Men’s Health and Women; 3. ELOS Foundation and ELOSAÚDE; 4. Construction of spaces of psychosocial support to the multiple dimensions of retirement; 5. Retirement as the beginning of a new stage of life; 6. Meanings of Retirement; 7. Stress and Quality of Life in Retirement; 8. Retirement as a time of change; 9. Association of Retirees and Pensioners Eletrosul; 106 | Annual And Sustainability Report Eletrosul 2012 10.Perception of their Current Health Expectancy and the Retirement; 11. From Well to Life - Sporting Goods; 12.(Re) development project life; 13.Retirement and aging: myths and realities. In 2012, employees in the pre-retirement were invited to participate in a videoconference at Headquarters, with transmission to decentralized areas, with the theme “Retirement and Post-Career: Building Frameworks and Future Happiness in Life Spaces”. The activity was attended by 43 employees of the Headquarters and was aimed at shedding light on the period of retirement, how this new stage of life can be enjoyed with quality of life, dynamism and planning according to the interests and motivations. The program is aligned with corporate activities of valuing people and politics people management and succession professional recognition. The actions contained herein confirm the commitment of the company to its employees, generating satisfaction and motivation, improving the organizational climate, interpersonal relationships and business results, to the extent that these workers in retirement phase participate and contribute with suggestions for improvements business environment. 6. Social Dimension Table 16 shows the number of beneficiaries with POPA in the period 2009-2012. Program Preparation for Retirement Number of beneficiaries 2009 2010 2011 2012 94 106 82 43 Table 16: Number of beneficiaries with POPA in the period 2009-2012. 6.4 Career and Compensation (PCR) PCR is an integral part of the Integrated Management Model for People of Eletrobras, and the design methodology adopted in the development of PCR was based on the concept of competencies and results, which are the guiding the evolution of employees in their respective careers, observing the alignment with the Strategic Plan of the company. Skills subsidize all processes of Personnel Management, such as Career, Corporate Education, Fundraising, Human Resources Planning, Compensation and Performance Evaluation. This plan was implemented in the Eletrobras System in 2010, and each employee has the option to migrate to the new plan. Currently, only 4 employees chose not to move to PCR and 6 are removed from the deployment of the same. Such employees have career governed by PCS. 6.5 Benefits (GRI LA3) In 2012, Eletrosul invested BRL 291,522 thousand7 in benefits for all of its direct employees and dependents, among which are daycare, babysitting assistance, education assistance, self-development, funeral assistance, food assistance, transportation vouchers, health care (assistance medical and dental), maternity leave, ELOS (Retirement Fund) and Life Insurance group. Is worth noting that the company does not differentiate between the benefits offered to employees with workload differentiated, hierarchical level or position. 7. On this value is not included costs with bonuses and transport of operators. In line with the company’s values, rights related to motherhood are treated with due importance. In 2012, nine employees were entitled to maternity leave (and enjoyed it), all of which returned to the labor activity and remained in office. In the same direction and with 100% of the results, 49 men enjoyed the paternity leave, returning and staying on the job. Regarding the extended maternity leave, the Collective Labor Agreement (ACT) determines that the extension of maternity leave is guaranteed as long as the employee submits an application to the area of people management by the end of the first month after birth, immediately after being granted the enjoyment of maternity leave. During the extension period of maternity leave, the employee will be entitled to receive full pay. (GRI LA15) The employee financial participation in the costs of the programs contained in the Health Plan is specific to each system using either accreditation or reimbursement as follows: a) In the system of accreditation the company contributes with 80% of the costs and the employee contributes to 20% of expenditure. b) At the reimbursement system, the company’s financial contribution varies according to the employee’s base salary for the lower salary table and the number of their dependents, according to the percentages in the table below, applied to the amount of the costs incurred or until the maximum price of Tables Service. Annual And Sustainability Report Eletrosul 2012 | 107 Table 17 shows the table of participation, which is the basis for the Reimbursement System. TABLE OF PARTICIPATION - Reimbursement System Number of Dependents Employee Base Salary From 0,0 to 3,00 times MST* From 3,01 to 5,00 times MST From 5,01 to 7,00 Above 7,00 times MST None times MST Above 7,00 times MST 55% 50% 1 and 2 75% 70% 65% 60% 3, 4 and 5 80% 75% 70% 65% 6, 7 and 8 85% 80% 75% 70% 9 or more 90% 85% 80% 75% Table 17: Table of Interest - Reimbursement System * MST - Lowest salary in effect at the Table Eletrosul. It is the responsibility of the employee the value of the portion that exceeds the application of Table Participation on the vouchers, as well as the amount that exceeds the maximum rate constant in Table Service adopted by the company. 6.6 System of Management Performance (SGD) (GRI LA12) Introduced in 2011, the SGD unified system for all companies Eletrobras and is structured in two distinct blocks of evaluation: Skills and Results. Currently there are assessed only general skills related to large positions, however a set of specific skills related to work processes, is in development and will direct employees to the technical development required to achieve the results. These actions reflect, therefore, more specific aspects of the activities performed, allowing better planning by the company in the allocation of its staff and diagnostic development actions. Regarding the results, there were established corporate goal and team goals aligned with business strategies. The official launch of the first round was held on June 1st 2011, thus initiating the planning stage 108 | Annual And Sustainability Report Eletrosul 2012 (2 months). As a result, the system continued to the step of Monitoring, which lasted until the end of 2011. In 2012 steps were taken for the Evaluation and Development (January to April) and end the Cycle of Deployment SGD. The second cycle will be launched in 2013. Based on the results of employee performance obtained in step 1 evaluation cycle SGD in 2012 Eletrosul applied the rules of movement salary under PCR. They are: a) Horizontal Progression: consists of wage within the same level of complexity Ample Post in which the employee is framed. Such movement is subject to the result of performance evaluation (SGD) and the availability of funds. b) Vertical Progression: is the rise of the employee to the next higher level of complexity to your current environment and may occur during the twelve (12) months of the Performance Evaluation (SGD), conditional access requirements of the next level complexity and the availability of funds. 6. Social Dimension As a result of the process of SGD, from January 2012, Horizontal Progression moved 493 employees and Vertical Progression moved 16 employees. The movement reached 32.92% of the company’s employees. In May 2011, the Board also approved Eletrosul the 2011 cycle of the Performance Management Program (DAP) for employees who have not migrated to the PCR and remained in PCS. The result was the appointment in 2012 of an employee for the perception of Merit. 6.7 Programs of preparation for the job market 843 employees, representing 54.7% of the workforce. As result the overall favorability of 69.9%. The dimensions were: The Table 18 shows the results obtained with the Organizational Climate Survey by size. Dimension Eletrosul Desktop 71.79 Philosophy of Management 72,0 People Management 62.94 Motivation 72.29 Eletrosul, conscious of its social responsibility, develops programs to prepare young people for the labor market, among which are: Professional Preparation Program (PPP), which in 2012 served 66 youth with an investment of BRL 213,753, 27; young Apprentice Program, in partnership with Senai that in the 2011/2012 cycle enabled 82 young people, representing an investment of BRL 735,135.09, and Internship program, aimed at improving students regularly enrolled and often effective courses high school, technical or higher, which benefited in 2012, 219 students with an investment of BRL 870,250.52. In all three programs have been benefited 367 young people, with a total investment of BRL 1,819,138.88. Table 18: Results of the Organizational Climate Survey by size. 6.8 Organizational Climate Survey With regard to the management of health, Eletrosul acts on two major fronts towards its employees, considering the contexts: occupational health and healthcare. The Management Program of the Organizational Climate is a tool to diagnose the degree of employee satisfaction, and the results can support the development of organizational skills, situational analysis of labor relations that affect the productivity, strengthen aspects motivators in creative and productive potential of employees. In 2012, the company issued to all employees the results of the Second Unified Survey of the Organizational Climate of Eletrobras, which was applied in a census in November and December 2011. Participants were The three factors that had the highest favorability indices were: 83.34 with Benefits, Corporate Image with Interpersonal Relationship with 79.62 and 79.59. The company participated in the preparation of Integrated Action Plan of the Eletrobras companies, starting from analysis of specific results, drafted an Action Plan Eletrosul, with the participation of managers, advisors, interdisciplinary team management of people and several related areas enterprise-wide. 6.9 Health and Safety (GRI LA6; LA7; LA8; LA9) As for the management of occupational health, which includes safety, welfare and quality of life, the company develops a work that aims to preserve the integrity, well being, interpersonal relationships and organizational climate favorable to health and personal growth, professional and organizational. To do so, we develop a program of integrated activities Eletrosul called Plan of Work Safety, Annual And Sustainability Report Eletrosul 2012 | 109 Occupational Health and Social Support / Functional (PEOPLE). This program includes prevention activities through supervision and monitoring of security, health and social support operational teams, as well as programs focused on physical fitness, ergonomics and management of others, as is Life Health Program, Program for Prevention and Treatment of Addiction Alcohol and other Drug Assistance Program for Persons with Disabilities program 3D1 - Third to First (management safety and health of employees and outsourced), Programfor Quality of Life and Care Plan for Emergency Situations PASE (GRI LA8) In 2012, we renewed 17 Internal Commission for Accident Prevention (CIPAS) and kept the Standing Committee of the NR-108, consisting of 11 employees, representing all areas Eletrosul aim to discuss the suitability across company of the legal services relating to safety in electrical installations. In its entirety, the employees are represented on committees for health and safety. (GRI LA6) In order to ensure safety in your business chain, Eletrosul requires the information of accident rates for contractors and service providers. (GRI EU16) Among the actions undertaken in 2012 include the Environmental Risk Prevention Program (PPRA) and Medical Control of Occupational Health Program (PCMSO). The PPRA are identified, evaluated and neutralized the potential risk of accidents / illness and / or unfavorable conditions in the process and / or work environment, making them known to the employees, and taken the necessary steps to a safe and healthy work environment. During the survey of environmental risks, employees are required to exchange information about the methods and work processes. 8. 110 Norma Regulamentadora do Ministério do Trabalho que versa sobre segurança em instalações e serviços em eletricidade. | Annual And Sustainability Report Eletrosul 2012 Another form of employee participation takes place in the preparation / updating of hazard maps, made by CIPA, and even through the comprehensive review of the PPRA, held annually by the staff of Work Safety in all establishments. In addition to these, at the Annual Meeting of CIPAS Eletrosul discusses the best practices developed by the committees and presented by its members, critics and suggestions of changes in specific situations that affect or may affect the health and safety of workers and shareholders own the company. The Table 19 presents the indicators of Work Safety Eletrosul in 2012. 6. Social Dimension DESCRIPTION Total number of work accidents with employees 14 Total typical accidents 13 Fatal Accident 1 Typical injuries of the company without leave 6 Total casualties on route of the company with leave 3 Total casualties commuting to the company without leave 1 Average accidents per employee / year 2012 1.16 Total number of days lost due to accidents 6,076 Accidents resulting in mutilation or other damage to physical and / or service providers, with permanent removal (including RSI) (%) 0 TF index rate (frequency) on a full period for employees 5.14 TG Index (rate of Gravity) on a full period for employees 2,231 Table 19: Indicators of Work Safety of Eletrosul in 2012. Service Plan for Emergency situations – PASE preventive anti-fire, the georeferencing of hospitals by levels of complexity, the means of communication most appropriate in the definition of emergencies and first aid kits, including a system computerized to give technical support to the teams during the events and a mobile version adding greater flexibility and effectiveness of patient care. The PASE is designed based on the guidelines of Regulatory Standards of the Ministry of Labor and international protocols for emergency response, analyzing reality, the various functions and specificities of Eletrosul and has coverage for all areas of the company. The PASE aims to improve current procedures and to establish a standard of pre-hospital care in emergency situations and also an action plan for training and development of employees for first aid care. Establishes protocols redemption and guidance in circumstances of emergency. Applied research is being developed with the support of employees who participate in workshops on first aid and rescue at height on transmission lines, telecommunication towers, confined spaces, wind turbines, power plants, substations and construction site to the company training and emergency brigades. The project will provide indications of escape routes and emergency exits, systems analysis, Table 20 presents the main indicators of Pension Funds in the period 2009-2012. Supplementary Pension Investments (BRL thousand) Number of beneficiaries of the program 2009 2010 2011 2012 13,658 16,185 21,578 23,976 1,430 1,556 1,556 1,577 Table 20: Key indicators for Pension Funds in the period of 2009-2012. Annual And Sustainability Report Eletrosul 2012 | 111 The planning for retirement of employees of Eletrosul is mapped and defined as shown in the following table (GRI EU15). Employees by functional category that can retire in the next 5 years (%) Managerial position 5.95 Positions requiring university level 3.81 Positions without requiring university-level 17.45 Employees by functional category that can retire between 6 and 10 years (%) Managerial position 7.18 Positions requiring university level 6.53 Positions without requiring university-level 27.67 Employees who may retire in the next five years by region (%) Midwest Region 0.97 Northern Region 0.71 Southern Region 25.53 Employees can retire between 6 and 10 years by region (%) Midwest Region 2.00 Northern Region 1.03 Southern Region 38.33 Table 21: Planning for retirement of employees. 6.10 Supplementary Pension (GRI EC3) Eletrosul sponsors the Eletrosul Foundation of Social Security (ELOS), a nonprofit organization that aims to complement the basic retirement benefits of employees. Contributions and responsibilities of the sponsor are parity with the participants, in terms of prevailing legislation. The supervision and control of ELOS Foundation are conducted by representatives designated by senior management of Eletrosul to Advisory Board, Supervisory Board and Executive Board of the foundation, together with representatives of the participants elected and appointed to this body. These, in performing its functions, supply shares oversight, supervision and control of the sponsor, as well as regular and special audits are conducted by the Internal Audit of the sponsor and the independent audit. 112 | Annual And Sustainability Report Eletrosul 2012 In addition to the Defined Benefit Plan (DB), which has existed since the creation of ELOS and seeks to supplement retirement based on actual average salary of last 36 months of activity of the employee, in relation to the value of the retirement benefit Retirement Plan, in 2010 began the process of joining a new type of plan, the Defined Contribution Plan (DC). The CD Plan consists of payment of a benefit due to the balance of participant’s individual account, contributions made by the participant and sponsor, corrected by the profitability of the investment of these funds in the financial market, discounting the costs of the Plan. The nature of the CD Plan differs from the defined benefit plan for its individual character, since BD has the character of mutualism. 6. Social Dimension Since 12/31/2009, the DB Plan is closed to new members, and employees hired after that date can enroll in the Plan. Participants in the Plan BD-ELOS/Eletrosul are entitled to the following benefits: The plan presented in the form BD on 12/31/2012, the following position: Assets Guarantors Actuarial Liabilities Technical Accumulated Surplus Watched participants Pensioners Active Participants Participants Auto Sponsors BRL 956,713 thousand BRL 956,104 thousand BRL 609 thousand 553 36 673 4 Currently, participation in the pension plan is voluntary, and only those employees who are interested in the benefits have the option to participate. The value of the contribution can be made by the employee to opt for benefit based on a lowest and a highest a value. The ELOS Foundation maintains a narrow channel of communication with its participants. At the www.elos.org.br website, it is provided information about the outcome of its monthly plans and through the printed newspaper, publishes quarterly data. In 2012, as part of the project Financial Education and Social Security, the foundation began a series of presentations on the performance of its benefit plans at headquarters and in decentralized areas of the Sponsor. • Supplementary Retirement Contribution by Time / Service, Age, Disability and Special; • Institutions of Self-sponsorship, Proportional Benefit Deferred Portability and Rescue • Loan; • Group Life Insurance (optional); • Aid Funeral for death of dependents. Participants in the Plan CD-Eletrosul are entitled to the following benefits: • Retirement Benefit and Disability Benefit annuity; • Institutions of Self-sponsorship, Proportional Benefit Deferred Portability and Rescue; • Loan; • Group Life Insurance (optional). Whenever requested by the Sponsor, when the integration of employees Eletrosul, ELOS held a presentation about the Foundation, as well as the benefits offered by it. The return of the fund compared to the market indicators are pointed in the attached table. The participant of the Plan BD-ELOS/Eletrosul entitled to carry only the value of personal contributions poured into the Plan, discounted the value of administrative expense (Booking Savings). The participant of the Plan CD-Eletrosul entitled to carry the total Account Balance (sub-account subaccount participant + sponsor). Annual And Sustainability Report Eletrosul 2012 | 113 Plan BD ELOS/Eletrosul Profitability APPLICATIONS Patrimony Month (%) Year (%) 12 months (%) (BRL millions) 10.38 29.30 29.30 930.582 Fixed Income 11.47 29.65 29.65 763.601 Equities 3.95 21.48 21.48 115.041 (0.04) 2.67 2.67 6.518 88.11 100.05 100.05 28.401 1.14 15.44 15.44 17.021 0.95 11.25 ELOS / Eletrosul TOTAL Structured Investments Real Estate Loan to Participant Actuarial Target Plan ELOSPrev CD Profitability APPLICATIONS Month (%) (BRL millions) 10.61 28.91 28.91 402,362 Fixed Income 11.47 29.65 29.65 331,108 Equities 3.95 21.48 21.48 41,237 (0.04) 2.67 2.67 2,374 88.11 100.05 100.05 10,205 1.14 15.44 15.44 17,437 0.54 5.96 Real Estate Loan to Participant Reference Index INPC previous month 114 12 months (%) ELOSPrev CD TOTAL Structured Investments Year (%) Patrimony | Annual And Sustainability Report Eletrosul 2012 6. Social Dimension Plan ELOSPrev BPDS Profitability APPLICATIONS Month (%) Year (%) Patrimony 12 months (%) (BRL millions) ELOSPrev BPDS TOTAL 11.50 29.20 29.20 61.616 Fixed Income 11.47 29.65 29.65 49,869 Equities 3.95 21.48 21.48 8.171 (0.04) 2.67 2.67 455 88.11 100.05 100.05 1.969 1.14 15.44 15.44 1.152 0.54 5.96 Structured Investments Real Estate Loan to Participant Reference Index INPC previous month Financial Indicators December of 2012 INDICATORS Month (%) Year (%) 12 months (%) INPC 0.74 6.20 6.20 IPCA 0.79 5.84 5.84 SELIC 0.55 8.49 8.49 Savings 0.50 6.58 6.58 IBOVESPA 6.05 7.40 7.40 Dollar (3.03) 8.94 8.94 6.11 Society (GRI SO1) The main communities in which Eletrosul relates are landowners, rural or urban, directly affected by its projects, and associations called surrounding communities, as well as civil society groups organized in the environmental, social and transmission of citizenship and knowledge. Aware of the effects that the implementation of a development of the electricity sector leads in environmental and social conditions of a given region, Eletrosul develops numerous environmental programs aimed at benefiting the community. In 2012, 37 programs were developed by the company itself or in partnership with municipal secretariats, agencies and public entities, as well as class entities and official credit institutions. With the main objective to minimize the impacts of construction, it is clear that, in many cases, the actions of Eletrosul provide a significant improvement in quality of life. Annual And Sustainability Report Eletrosul 2012 | 115 For striking enterprises as hydroelectric, before entry into the community, it is held the EIS / EIR (Environmental Impact Study / Report), which covers diagnosis of the current situation of the community, focusing on the infrastructure of the local population income, education, health conditions, as well as research on the Perception of Socioenvironmental projects, allowing us to understand the main concerns and doubts communities and establish mitigation, control, repair and compensation. During the studies, Eletrosul presents to the population the future business activities and their potential impacts. Therefore, many relevant decisions are taken based on discussions with the community, from members of committees formed by residents in the locality. Present in the licensing process, this joint is especially true when there is a need for changes in the middle impacted or relocation of a portion of the residents, as well as modifying their daily routine. In these locations, the company ensures that all be compensated and assisted, preserving their traditions, culture and social relations. 6.11.1 Company’s Social Projects By Area and State In addition to implementing environmental actions defined by the legal requirements in order to minimize the impacts of the 116 | Annual And Sustainability Report Eletrosul 2012 enterprises, the company has been developing some initiatives to narrow down the relationship with the population of coexistence. For over ten years, the social investment by the organization occurs through the sponsoring of environmental projects e through sponsorship notices and social projects / partnerships and, also, support of government programs. According to Eletrosul’s policy of social investment, partnerships must be established amongst reputable institutions, by means of a commitment agreement, defining the responsibilities of the parties, in order to provide transparency in the use of resources. Furthermore, these partnerships should be aligned with the operations and management of environmental impacts, as well as their responsibility in relation to the social development of the country. Eletrosul, in partnership with the Volunteers in Action Institute (IVA-SC), offers the general community training workshops for the preparation of social projects in order to teach nonprofit organizations how to prepare their own projects in a technical and systematic manner so that they may participate in public notices for projects of several governmental companies and organizations. The projects received via notices are evaluated in four steps: 6. Social Dimension Step Responsible Objective Social Responsibility Advisory Board Verify the documentation submitted in relation to the legislation and the requirements provided in the call for tender. Multidisciplinary Technical Committee – composed by technicians representing the CSEE, employees representing the states where the Eletrosul operates, and representatives of civil society organizations in each state of operation that has technical competence and representatives in society, coordinated by ARS. Evaluate the criteria below: a) Alignment with Guidelines: alignment with the objectives and focus of Eletrosul’s Social Investment; b) Social Relevance: it presents a social diagnosis that justifies its operation and its scope and importance in meeting the community’s needs and priorities for social inclusion; c) Feasibility: it has a technical team and viable institutional and operational capacity regarding the proposed objective, using the company’s own or its partners’ financial resources; d) Potential for Continuity: it has partnerships with other sectors/companies or develops alternatives for the maintenance/continuity of the project; e) iInteraction with Public Policies: it complies with a local, regional, or national agenda; f) Assessment of Processes and Results: it presents indicators for the monitoring and assessment of processes and results; g) Communication: it provides a communication plan that includes the advertising of Eletrosul’s brand; h)Opportunities for Volunteering: it offers opportunities for volunteer work. Final Analysis Permanent Committee for Analysis of Eletrosul’s Sponsorships Assess, select, and recommend to the Executive Board the projects that have passed the administrative screening and technical analysis. The projects that are recommended are the ones to be developed in areas in which the company has operations or business prospects. Ratification Executive Board Ratify the selected and recommended social sponsorships. Administrative Screening Technical Analysis For the projects approved, after the partnership formalization process, meetings in the projects’ states of origin are held aiming at institutionally presenting the company and the rules for partnerships, among other clarifications. On-site visits are also made to the sponsored projects. The results of the projects are measured through following reports on the activities of the project and a final report on accountability. Having as a goal, to create opportunities to sponsored entities to coordinate their projects with efficiency, quality and sustainability, Eletrosul offers a Course of Social Projects Management, aimed at resource management and accountability. Thus, the results of the projects can be followed, monitored and measured, allowing a better assessment of their actions. Focusing on the improvement of its processes, at the end of the sponsorship, a satisfaction survey is conducted with those who were sponsored and benefited from these social projects in order to measure the level of satisfaction and the impact of the investment. Annual And Sustainability Report Eletrosul 2012 | 117 In order to meet the needs of different age groups, the company broke down its operation areas into the following: • Complementary Education: educational projects that work as a complement to formal education in public schools; • Education for Professional Qualification: projects that provide professional education and the development of skills for the inclusion of low-income communities historically discriminated against in the labor market; • Income and Work Generation: community entrepreneurship projects that enable the creation of new production units and the expansion of existing units; • Conservation of the Environment: projects that are focused on environmental conservation, ensuring sustainability for all future generations; • Child and Adolescent Rights: social projects approved by the child and adolescent councils (municipal, state, and federal) that aim at protecting children and adolescents against maltreatment, sexual abuse/mobbing and exploitation, and child labor. Open House Project 118 | Annual And Sustainability Report Eletrosul 2012 In 2012, Eletrosul took an important step with implementation of the Integrated Program of Sustainable Development, aiming to integrate, standardize and optimize the management processes of social programs, as well as insert and strengthen Eletrosul’s image in the communities near the facilities, enterprises and deployment of businesses. The program establishes itself as an important management tool in line with its social investment policy, guidelines of Eletrobras companies, business management reports, Strategic Planning and the national program Brazil Without Misery, of the Federal Government. Besides the selection via public notice, Eletrosul develops its own projects, also aligned with its Social Investment Policy, such as: Enhancement Program of the Outsourced: outsourced employees that work in the Eletrosul Headquarters Building can count on childcare assistance. Through an agreement signed with a nursery close to the company, outsourced employees are able to leave their children, between 0-5 years old, in school, while in work schedule. 6. Social Dimension Reef Eletrosul Rise Schooling Program:through a partnership with the State Department of Education, outsourced employees that work at the Headquarters Building have the opportunity of completing their studies. Community Gardens Program: developed in the states of Paraná, Santa Catarina e Mato Grosso do Sul, the program aims to provide alternative income to communities neighboring transmission lines and provide the proper use and preservation of easements, avoiding illegal occupation. The project foresees the cultivation of small plants, like legumes and vegetables and directly benefits the families living near the facilities, which now have a better quality of life. Eletrosul Open House Program: inform and discuss social, economic, ecological, and energy conservation aspects, addressing the benefits and risks of electricity are the main objects of the Open House Program. The initiative, held on the premises of Eletrosul in the states of Santa Catarina, Parana, Mato Grosso do Sul and Rio Grande do Sul, correspond to a work of education aimed at children in the age of 10-11 years. In 2012, 252 schools were part of the program, totaling 12,562 children. Traveling Open House Program: aims to promote awareness of children living near the company’s premises on the process of generation, transmission and distribution of electric energy, the environment and fighting energy waste, besides the specific focus on care and dangers dealing with electricity. In 2012, presentations were made in 18 places where Eletrosul operates, involving 4,815 children. Eletrosul Employees’ Choir: besides integrating employees, their families, service providers and trainees, the choir contributes to the promotion of local culture. Created in 2004, has a musical support created by maestro Robson Medeiros. Eletrosul Cultural Space Program: since 2003, when it was created, the program favors the dissemination of local cultural initiatives, providing employees, their families and the community, a recreational, entertaining, with interaction and contact with several local artistic and cultural expressions. Many regional artists exhibit their work in the Eletrosul Annual And Sustainability Report Eletrosul 2012 | 119 Headquarters Building, through presentations of theater, dance, concerts, craft fairs and art shows. The voluntary participation of artisans in events such as cultural fairs enables these professional to target 10% of their sales to the social projects of the Transmission of Citizenship and Knowledge (NGOs). Eletrosul Donation Program: has the proposal to stimulate technological development and infrastructure through the donation of goods to the organized civil society, city hall, institutions that work with the digital inclusion and federal government agencies that have structural difficulties. Cars, tables, chairs, computers, are among some of the donations. Corporate Volunteering Program: encouraged by Eletrosul, employees have the opportunity of donating part of their time, work and talent towards a community cause. Associated with social agencies where the company operates, they can register on the Corporate Volunteer Program, created in 2010 with the objective of encouraging employees, former employers, their families and contributors, to engage in solidary actions. The activities take place in a way that does no interfere with the performance of their professional activities and are intended to contribute to the transformation of the social realities of the communities. In 2012, the Project for Citizenship was developed, which offered, for free, public services and entertainment to Vila Aparecida, Florianopolis (state of Santa Catarina). The mobilization involve more than two thousand people and focused primarily in contributing to the social organization and structure of the site, with community engagement and participation of employees that volunteered to identify and solve problems. The Corporate Volunteer Program also includes the Cub Citizenship Project, which seeks to inform, mobilize and sensitize employees on the use of income tax withheld at the source for the benefit of social projects. Knowing Eletrosul Project: in order to give greatervisibility to the company, promoting 120 | Annual And Sustainability Report Eletrosul 2012 the integration between the company and educational institutions providing opportunities for knowledge and learning, in 2011, Eletrosul created the project Knowing Eletrosul. This project is coordinated by its Office and Media Marketing (ACS) and also aims to achieve the objectives set out in the Strategic Planning Eletrosul 2010/2020 (enhance the reputation, credibility and the confidence amongst society, and attract talents to the Eletrobras System). In 2012, over 550 students visited the company’s facilities. The students were welcomed at the Headquarters building, in the hinterland, substations Biguacu, Palhoca, Blumenau, Campos Novos, Gravatai and Londrina, at the maintenance sector of Santo Angelo and Passo Sao Joao’s mill. Most of the visits were motivated by the technical part of the generation and transmission of energy, but some groups focused on other areas, such as students of the Administration of Higher Education Complex of Santa Catarina (CESUSC), who wanted to know the Department of People Management (DGP) Company’s Cultural and Sporting Projects by Area and State: In 2012, Eletrosul invested BRL 1,150,000.00 in cultural and sporting projects. There were 9 cultural projects that benefited in the states of Santa Catarina and Rio Grande do Sul, relating to the Rouanet Law. 3 of them were through Eletrobras public notice, and 6 by direct choice, totaling BRL 1 million. The largest of them received BRL 371,000.00. However, the sporting projects were sponsored by the Sports Incentive Law, providing BRL 150,000.00 for two projects benefited from the states of Santa Catarina and Rio Grande do Sul. Biggest Project: Santa Vitória do Palmar Cultural Center The Santa Vitoria do Palmar Cultural Center will use a building originally composed of two residential units detached, built in 1888, with 6. Social Dimension implementation and typology in Portuguese colonial style. The intervention proposal envisions the existing façade on the Barao do Rio Branco Street, preserving their vain and masonry as well as the flags with sash worked on colored glass. The two-leaf door will be used as the main access to the complex. The former ballroom house will host the paleontology museum, the library and the cyber gallery. The cultural coffee place will use a double height atrium, skirted by open mezzanine on the second floor. The land of the future Cultural Center, which delimits two parallel streets of the town, will provide the Structural Projects implementation of an urban gallery, considering the overlapping length of the facilities by the public. The Cultural Center will also have free parking and an open-space amphitheater that will be, also, able to host cultural and artistic activities or serve as a place of being, rest, relaxation and contemplation. 6.11.2. Participation in Government Social Projects (GRI SO5) Eletrosul, as subsidiary of Eletrobras, acts in line with the guidelines of government policy and supports the following programs: Amount invested in 2011 (BRL) Amount invested in 2012 (BRL) 471,445.21 213,753.27 Young Apprentice Program 903,822.49 735,135.09 Internship Program 894,925.09 870,250.52 17,676.53 6,650.49 5,950,903.83 4,107,204.69 137,596.00 226,695.09 8,376,369.15 6,159,689.15 Professional Preparation Program (PPP) Pro-Equity Gender Program – Gender Committee Light for All Program Integrated Action Program (LPT) Total From the actions taken by the Light for All Program, the Integrated Action Programis highlighted, which is intended to transform access to electricity in social and productive use Light for All Program (GRI EU23) The initiative is a tool to leverage the development for isolated communities traditionally excluded from national development (indigenous Maroons, settlements, economic farmers based on family farming and / or affected by dams). The supported projects mainly consist in the development of Units of Digital Inclusion and Community Production Centers. Of the total investment, BRL 220,000.00 were allocated to the development of so-called Integrated Actions, which are complementary initiatives for socio-economic development of rural communities that were benefited from electricity. In 2012, Eletrosul invested BRL 4.3 million in the Light for All Program, taking off of the dark over 11 thousand people from the South region and the state of Mato Grosso do Sul. Created by the Federal Government with the intention of taking electricity to millions of Annual And Sustainability Report Eletrosul 2012 | 121 houses located in the rural areas of Brazil, the Light for All Program is coordinated by the Ministry of Mines and Energy (MME) in accordance with article 7 of Decree number 4873 of November 11th, 2003, being developed in partnership with state governments, utilities and rural electric cooperatives. The operationalization of activities have active participation of Eletrobras and the companies that make up the system. By 2014, the goal is to take electricity to 3.2 million rural houses, serving 16 million people. In this quest, Eletrosul plays an important role in the logistical support to carry out electrical connections, as well as in monitoring works and quality of service to the families enrolled in the program, and developing workshops on the rational use of electricity. In states where Eletrosul operates, 262,542 households(1,312,710 people) should be met by 2014. Care Homes in the Light for All Program, with Eletrosul Accomplished in 2011 Accomplished in 2012 Accumulated by 2012 Households People Households Households People Mato Grosso do Sul 3,043 15,215 687 3,435 40,252 201,260 Paraná 4,263 21,315 513 2,565 79,045 395,225 563 2,815 99 495 41,891 209,455 3,826 19,130 944 4,720 91,579 457,895 11,695 58,475 2,243 11,215 252,767 1,263,835 Operation Area of Eletrosul Santa Catarina Rio Grande do Sul Total Integrated Actions Program The Integrated Actions Program, which is part of the Light for All Program, aims to transform access to electricity in a social and productive use, the supported projects mainly consist in the development of unites of Digital Inclusion and Community Production Center. Since 2006, the Integrated Actions Program, coordinated by the company in its area of operation, has developed 30 social projects focused on indigenous communities, such as indigenous training courses and implementation of Community Production Center in communities benefited from the Light for All Government Program. Eletrosul did not present, in 2012, any case of violation of indigenous peoples rights, because strives in narrowing the relationship with indigenous Maroons, settlements, economic farmers based on family farming or affected by dams. 122 | Annual And Sustainability Report Eletrosul 2012 People 6.12 Communities Affected (GRI SO9; SO10) The constant concern with the communities living in the areas of installment of its projects has led Eletrosul to pursue an environmental policy more broad and effective. Aiming to assure the well being of today’s society and future generations, Eletrosul seeks to minimize the impacts resulted before, during and after its works. The characteristics of the project and the proposed site for its installation require the evaluation of these impacts, as well as prevention measures that aim to reach the legal requirements of the Environmental Impact Study and Environmental Impact Report (EIA/RIMA). This diagnosis foresees the characterization of the area by its physical, social and economic attributes; identification and evaluation of environmental impacts 6. Social Dimension taking into account each phase of the project – planning, operation and construction – for these different phases imply significant differences in the populations and, finally, the proposition for environmental programs. In the case of social impacts, measure taken by Eletrosul aim to achieve a standard beyond legal compliance. For a better management of these actions, in 2012 the company implemented the Integrated Program for Sustainable Development that, among other objectives, aims to integrate its activities with public policies, in order to manage the interest and meet the interest of communities, especially in demands coming from the municipalities of the regions affected by the projects. These measures are adopted because Eletrosul is aware that the implementation of projects in the electric sector, even small, cause some discomfort to the population living near the sites. Throughout the various stages of implementation, actions may represent changes in the daily lives of people who live, work, study or pass by the most affected sites, especially with the arrival of workers from other regions, with different habits and customs. We can highlight the expectations that revolve around the employment generation, from job opportunities and businesses not only in the local community, but people who are attracted by job opportunities and business, generating migration and transformation of the regional demographic scenario. Another problem is road, urban and rural traffic, which increases in order to mobilize equipment and workers. The installation of infrastructure to house workers and the expansion of the population increase the solid waste and wastewater, decreasing the environmental quality of the municipalities involved, especially those who lack an adequate sanitation. At the moment of “peak” of the work, the pressure on public services, such as health, further compromises a general lack of physical and structural treatments in traditional medicine, typically curative. The properties and infrastructures are directly affected by the mobilization for the beginning of engineering works, especially the ones located in the area of the future construction site, as well as the others during the implementation of the reservoir and the Permanent Preservation Areas (APP). The properties affected by the hydropower projects are mostly exploited for economic reasons. Therefore, from the beginning of the engineering works, these properties will have their area altered, directly influencing the family’s income. The forced displacement of affected families, arising from the need of areas for the construction of the mill, and the construction of access for the businesses structures and, also, for the formation of the reservoir and those necessary to the maintenance of environmental quality – (APP) take on special relevance because it involves humans directly, with respect to their means of production, measurement of income for their survival and economic development, as well as their cultural and emotional ties, because the addition or suppression of living or constructed elements, traditionally lead to the loss of aesthetic, historical and cultural values of this cultural heritage. The movement of heavy machinery and the possible use of explosive during the phase of implementation of the project, cause increased level of air and noise pollution, especially in the areas near the construction site of the developments. In this scenario, actions taken by Eletrosul in order to mitigate all these impacts, has made the company boost the local economy in the regions where its projects take place. It also indicates a significant improvement in the quality of life of the population, provided by Annual And Sustainability Report Eletrosul 2012 | 123 the valuation of the land, incentives to regional tourism, economic growth and expansion of the infrastructure and public services. Because of the complex situations and multiple interests, many decisions involving the implementation of Eletrosul projects are taken based on discussions with the community, through public hearings and meetings. In these meetings, agreements are drafted, creating guidelines to mitigate the environmental impacts in the region. In cases of relocation of local residents, offices are established to provide assistance and answer questions. To ensure consistent and fair negotiations, the first step before the beginning of the constructions is create a subscription of the owners data and the land used for the implementation of the project. In easements, as the security areas located under the power transmission lines are known, the company holds a registry of use and adequately compensates the owner. • Technical guidance for better use of material from the building to be demolished; • Financial support for the relocation; • Payment of rent for a certain period for the relocation of people; • Compensation of costs needed for the regularization of the property in eminent domain and the one to be purchased or built; • Technical and legal assistance, even if informally, in the purchase of the new property; • Mediation in agreements between property owners and tenants; • Search for institutional partnerships to create solutions and implement actions required to enable relocations; • Working with Municipal City Authorities for the exemption from IPTU (Property Tax) whenever necessary. The same caution regarding the due compensations happens when there is acquisition of properties for the construction of substations, power plants and reservoirs, when the viability of the remaining are is analyzed, and the possibility of the owner to remain living and using the site. In order to promote a harmonious relationship with the owner, Eletrosul performs the payment of all legal fees under its responsibilities, such as fees, certificates, deeds and tax records and, after finishing the process of compensation, a number of other actions are performed to ensure the right to citizenship, reinforcing the social responsibility of the company: • Support in order to find solutions that are compatible with the purchasing power of those affected, such as technical guidance for the construction of the new house; 124 | Annual And Sustainability Report Eletrosul 2012 Community Gardens 6. Social Dimension A personal contract is established between the company’s technicians and the local population to clear doubts and help families in the changes they have to face. Those who will have to move to a different property deserve greater attention in determining the compensation pay, since there is a readjustment of the individual component to a different situation. In this context, Eletrosul excels in making improvements in local communities, such as individual resettlements into structures better than its predecessors, infrastructure improvement in the area, among others, demonstrated in the Environmental Programs geared towards the community. As examples, we mention the programs developed in the Passo Sao Joao Power Plan, which went into operation in 2012: • Redemption of Environmental Landscape Program; • Supporting the Tourism Development Program; • Population Relocation Program and Reorganization of the Remaining Areas; • Program for the Recovery of the Road System and Basic Infrastructure; • Plan of Conservation and Usage of the Surrounding Artificial Reservoir - PACUERA; • Environmental Education Program – involving schools and the community. Moreover, the indigenous component is contemplated in all studies of environmental projects, where applicable, as well as the various environmental reports generated. Eletrosul also develops a series of programs related to socioeconomic and environmental aspects in areas impacted by construction and operation of generation and transmission of electricity, such as power plants, small hydropowers (SHP), wind power plants, transmission lines and substations. Some programs aimed at the public benefit are listed: • Social Communication Program; • Redemption of Environmental Landscape Program; • Supporting the Tourism Development Program; • Population Relocation Program and Reorganization of the Remaining Areas; • Recovery of Basic Infrastructure Program; • Negotiation and Land Acquisition Program; • Disclosure and Information Program. • Environmental Plan of Conservation and Usage of the Surrounding Artificial Reservoir. As an example, the formation of artificial reservoir enables new opportunities for leisure activities for the surrounding population, like bathhouses, urban parks, fishing and boating areas. We also mention as an example, for the case of the Passo Sao Joao Power plant, BRL 307,000.00 were invested in programs such as the Redemption of Environmental Landscape Program, Supporting the Tourism Development Program and the Environmental Plan of Conservation and Usage of the Surrounding Artificial Reservoir, which result in public benefits. Arguably, one of the most egregious impacts from the operation is the appreciation of the land in the banks of the lake; it is mainly by speculation on the feasibility of the creation of a bathhouse on its waterfront for use as recreational areas. This impact contributes as a positive factor in construction of the project (GRI EC8). 6.13 Relocation In Transmission Line (TL) developments, relocations occur in rare cases, more specifically when the line crosses urban areas. In rural areas, the right-of-way of the transmission line accounts for a small area, therefore occupying less space on properties and not directly impacting the homes of the affected community. If this occurs and there Annual And Sustainability Report Eletrosul 2012 | 125 is no possibility of relocation within the same property, resettlement or compensation is required. For the area of the reservoirs in hydroelectric power plants, relocation occurs more often. First, the properties along the river to be dammed are identified. Together with environmental licensing and the preparation of the Executive Project, the socioeconomic registration is performed in order to quickly obtain information on the affected population. In addition, there is the land registry that supports eminent domain processes, support for relocation on the remaining property, or relocations to other properties. The values calculated for compensation for land, crops, buildings, and others are based on surveys of price and amounts customary in the region of the development; they are previously presented in specific meetings for the affected communities. (GRI EU20) Risk of Corruption (GRI SO2) In 2012, there were no physical or economic displacement of people, but 281 people were compensated. The total amount used for compensation to dislocated people in 2012 was BRL 14,554,443.05 (GRI EU22). In 2012, Eletrosul did not developed formalized and structured evaluations of strategic risks related to corruption. However, it is important to note that the company has implemented a structure to promote the development of a transparent environment and inhibition of corruption. We can name the cooperation of the Coordination Process Control and Risk Management (CCPR), which aims to identify, analyze, evaluate and monitor, in an integrated way with other businesses, critical risks and the improvement of internal controls; the Ombudsman (OVGE), which is committed to the truth of the facts and the ascertainment of events; the Standing Committee on Ethics, created to assess complaints and indicate measures to agents who acted contrary to ethical principles; and Internal Audit (AUD), which has competence to evaluate the processes and procedures of the company. 6.14 Anti-Corruption and Anti-Bribery Procedures (GRI SO2) Eletrosul has a Corporate Management Regulation that covers issues on Conduct in Work Relations, approved on September 25th, 2001, whose objective is to establish rules of conduct to be observed by employees in their work relations and also provide ethical and moral guidelines, duties, prohibitions, and penalties that apply to all company employees. Questions regarding this regulation are formally answered by Eletrosul’s Permanent Ethics Committee. This committee, in turn, is guided by the Code of Conduct of the Federal Senior Management, which was approved by the President of the Republic on August 21st, 2000. 126 The company also adhered to the Unified Code of Ethics of the Eletrobras companies which, through alignment with the principles and conducts previously established in the codes of ethics of the subsidiaries, is a single document that was created to direct actions and decisions in all areas, following the principles and commitments of the companies in the system. In item 1.9, the Code of Ethics stresses the need for disapproval and reporting of all forms or attempts of corruption, bribery, and influence peddling. | Annual And Sustainability Report Eletrosul 2012 In Eletrosul, the ethical principles and conduct commitments that guide all the company’s actions are prepared in the Code of Ethics, which covers all the areas of the company. These principles value a transparent conduct, impersonal and the use of resources in a responsible way by all its acting professional and involved parties with the company’s business. As provided by its risk matrix, the work of the Internal Audit covers the annual development of projects of audit focused, exclusively, in the 6. Social Dimension São Domingos - Water intake hirings by the company, verifying, among other items, its legitimacy and legality, which represents an important mechanism for mitigating risk of occurrence of any nonconformities. to be forwarded to the author of the occurrence. Depending on the type of instance, it is created a commission of investigation of the matter. In other cases, the event can be determined by the Permanent Ethics Committee. Instances of corruption identified by external audiences may be recorded and the Ombudsman identified by employees of Eletrosul, beyond the Ombudsman, may be recorded in the Permanent Ethics Committee. Cases recorded in the Permanent Ethics Committee are determined according to the rite of Resolution 10 of the Public Ethics Commission. In 2012, there was no training of employees on anticorruption policies and procedures of the organization. (GRI SO3). It was also not recorded any occurrence of corruption in 2012. (GRI SO4) For the treatment of these occurrences, Eletrosul implemented in 2012, an automated tool queries to the Ethics Committee. Is expected to go into operation in 2013, the reporting tool, for the exclusive use of the internal public, with the proposal to provide more security to information passed to the ethics committee, improve communication between employees of Eletrosul and systematize the process of determination of complaints, including involving corruption. The subjects enrolled in the Ombudsman are received, filed and sorted by area. The investigation of complaints is held responsible for the areas that, within 15 days, give an opinion 6.15 Human Rights (GRI HR4; HR11) As relates to human rights, Eletrosul has close attention in order to inhibit practices that may provide breach of these rights. The company seeks to sensitize its employees on this topic by conducting educational activities that address issues related to human rights policies. The effectiveness of these actions contributed to that in 2012, there was only one (1) occurrence in Eletrosul Ombudsman of a complaint related to human rights, recorded, routed and resolved by formal mechanism of the company. There are available communication channels for internal and external complaints, in order to avoid violation of human rights, both in the locations where the company operates and the areas of implementation of new projects. Annual And Sustainability Report Eletrosul 2012 | 127 Channels of Communication Ways to Contact Website www.eletrosul.gov.br Service by e-mail of the parties [email protected] Telephone service for the parties Phone: (48) 3231-7300 Ombudsman - receives, analyzes, and responds requests for information, suggestions, complaints, criticisms and accusations from parties E-mail: [email protected] Phone: (48) 3231-7655 ou 0800.6487822 Rua Deputado Antonio Edu Vieira, 999 - Pantanal Florianópolis - SC Hours: 8am-5pm The Permanent Ethics Commission - provides opportunities to its staff to clarify doubts regarding the ethical conduct of employees, officers and agents, minimizing the subjectivity of personal interpretations of moral and ethical principles, as well as looking to strengthen the image of the company and its employees in society. E-mail: [email protected] Phone: (48) 3231-7117 General Council of Shareholders Call, with at least 08 days in advance, published in the official gazette of the State of Santa Catarina and the largest circulation newspaper in Florianopolis. Relations Area with Investors – major shareholders and possible investors E-mail: [email protected] Phone: (48) 3231-7048. Fax: (48) 3234-5678 Service to Shareholders (SAA) – small shareholders E-mail: [email protected] Phone: (48) 3231-7048. Fax: (48) 3234-5678 Department of Corporate Partnership – receives and forwards requests and suggestions of shareholders E-mail: [email protected] Phone: (48) 3231-7048. Fax: (48) 3234-5678 Board of Directors and Supervisory Board E-mail: [email protected] Phone: (48) 3231-7048. Fax: (48) 3234-5678 Eletrosul Gazette E-mail: [email protected] Phone: (48) 3231-7934. Fax: (48)3234-3494 Human Rights in Supplier Management (GRI HR1; HR2; HR5; HR9) Management of Supplies at Eletrosul is a shared activity between various internal bodies, with profiles, structures, functions, powers and specific responsibilities, leaving 128 | Annual And Sustainability Report Eletrosul 2012 it to the Department of Supply Management (DGS) the translation of legal principles and procedures for standardization. All contracts for constructions, services and equipment in Eletrosul obey the laws of domestic and international purchases, and the specific partnership agreements. 6. Social Dimension The volume of acquisitions presents the following data: INDICATORS 2010 2011 2012 Number of bidding finalized 1,037 456 1,002 Number of hired items 1,970 1,007 2,838 Formalized Signings 1,201 558 1,074 445,868 170,978 152,654 Value of Contracts– BRL mil The main contracting works and equipment associated effect in the period were as follows: • Hydroelectric São Domingos, located in Mato Grosso do Sul; • PCH João Borges, located on the complex Rio Caveiras in Santa Catarina; • UHE Passo São João, in Rio Grande do Sul; • Implementation of the project of Expansion “C” and “E” of SE Biguaçu 138 kV, in Santa Catarina; • 138 kV UHE São Domingos - SE Agua Clara, in Mato Grosso do Sul; • Expansion “J” / “J2” of 230 kV SE Joinville, in Santa Catarina; • Expansion “F” IF Gold 230/138 kV, in Mato Grosso do Sul; • Execution Variant LT 750-kV Ivaiporã Itaberá – Circuits I and II, in Paraná. In all regions of operation of Eletrosul, the construction of hydropower plants and / or Small Hydropower (SHP) and cleaning of tracks below the transmission lines (TLs) are activities that pose risks of occurrences of child labor and young workers exposed. In order to minimize these risks, the company performs actions with their employees and suppliers. After joining a Forum specific to combat violence and sexual exploitation of children, the company seeks to develop awareness initiatives of its employees and other publics. Moreover, in its Social Investment Policy, Eletrosul prioritizes the allocation of resources (Support Fund for Childhood and Adolescence (FIA) to organizations that develop projects to protect and defend the rights of children and adolescents at risk or vulnerability approved by the Boards of rights of the Child and Adolescent (municipal, state and federal), protection against violence (maltreatment, abuse, sexual and moral exploitation) in projects to combat child labor, the professionalization of teenagers, in addition to guidance, support and socialfamily educational measures. In educating the employees and contractors, they become multipliers in eradicating instances of such violence and exploitation. In compliance to subsection XXXIII of Article 7 of the Federal Constitution, which prohibits the use of forced or degrading work child labor, and the commitment made to the UNDP Global Pact, to formalize such determinations in its operations, Eletrosul requires its suppliers to comply with human rights and labor, through contractual clauses, requesting for registration and registration qualification in procurement, a statement signed by the legal representative of the company, proving that this does not have in its workforce minors under 18 years at night shifts, dangerous or unhealthy, or under 16 in any activity, except as an apprentice, Annual And Sustainability Report Eletrosul 2012 | 129 Outsourced Services nor employees performing degrading labor or forced labor. Without presentation of this Declaration, Eletrosul does not firm contract with the company, and does not empower in bidding processes, and doest not even emit the Certificate of Registration. In 2012, 1,074 contracts were made, totaling BRL 152,654,200.00, all containing clauses related to Human Rights, such as the presentation of a formal declaration of non-use of slave labor and/or child labor. (GRI HR1). In order to promote gender and race equality, the company conducted in 2012, several initiatives developed by the Eletrosul Committee of Gender and Race, which were not formally classified as training, but who follow the guidelines of the Department of Policies for Women of the Presidency of the Republic. 130 | Annual And Sustainability Report Eletrosul 2012 More than to guarantee labor rights for its employees, the company applies the same to suppliers, including organization and association, as provided for in the Brazilian Constitution and Article 9 of the Strike Law No. 7,783, of June of 1989. In case of strike, Eletrosul negotiates with unions the stay of employees required for the power supply to be maintained. So far no action has been identified as the restriction of this right to employees and suppliers (GRI HR5). 6.15.1 Suppliers (GRI EC6) Eletrosul, in compliance with Law No. 8,666/93 for the selection of suppliers and to honor the commitment assumed with PNUD – Global Compact, demands that its suppliers comply with provisions of Sub-Item XXXIII of Article 7 of the Federal Constitution by requesting a statement in order to perform the registration and to allow the participation in bids. 6. Social Dimension The qualification of suppliers, when applicable, is complemented through a technical assessment that meets NBR 12,966 – Technical Assessment of Suppliers and the requirements of the Quality Management System (SGQ), according to requirements of regulation NBR ISO 9001 for suppliers of materials covered by Project NBR 19000, of the Eletrobras companies. The assessment of prototypes is also a resource used to complement assessments or as single requirement for qualification. 6.16 Product Responsibility (GRI EU25) Although Eletrosul disseminated safety information related to the product, in 2012 there were 02 accidents recorded, and recorded two legal actions related to workplace accidents, in which Eletrosul is triggered on a subsidiary in a lawsuit by an employee of the contractor for implementation of UHE Passo São João. Annual And Sustainability Report Eletrosul 2012 | 131 Araucaria - Paraná 7. Environmental Dimenson Araucaria is the dominant tree specie of Araucaria forest, occurring mostly in southern Brazil. It is known by several common names, including Brazilian Pine and Pine-Paraná. It is also called by a name of indigenous origin, Curi. Its origin dates back over 200 million years ago when its population occupied the Brazilian Northeast. May reach 50 meters high with a trunk diameter of 2.5 m at chest height. Its shape is unique in the Brazilian landscape, like a cup or umbrella. 7.Environmental Dimenson Eletrosul, based on its strategic positioning, has worked to diversify its energy sources, always focusing on renewable sources and, therefore, seeking the best use of electricity with the lowest socio-environmental impact. Having as policy the commitment to implement and maintain its operational assets in compliance with environmental legislations and respect to the population affected by its developments, the company develops activities that prioritize good relationships with all stakeholders. The Environmental Policy of the Eletrobras companies establishes principles to deal with socio-environmental issues associated with power generation developments of the companies that integrate the Eletrobras system. The basic assumption of this policy is compliance with the guidelines of public policies regarding environment, water resources, and social wellbeing, as well as with international agreements to which Brazil is a signatory such as the Climate Convention, Agenda 21, and the Kyoto Protocol, among others. To this end, Eletrosul acts in the preparation and execution of projects, obtaining environmental licenses for the implementation of developments and management of assets, performing physical surveys, appraisal of lands and betterments, negotiation and regularization of properties, and monitoring of works. The policy brings principles for internal coordination, so that the environmental dimension can be incorporated into the company’s processes, and external coordination for the implementation of environmental programs and actions coordinated with other sectors and institutions, in addition to principles Annual And Sustainability Report Eletrosul 2012 | 135 of relationship with society, sustainable use of local and regional energy resources, support for technological and scientific developments applied to environmental issues, and integration of the environmental management systems of the Eletrobras companies. Eletrosul invested in 2012 BRL 943,307.59 in preserving biodiversity, BRL 6,997,512.47 in recovery of degraded areas and BRL 9,717,028.31 in other environmental projects, totaling BRL 17,657.848,37 of investments and environmental protection expenditures. (GRI EN30) In 2012, the company received an administrative penalty of a fine for the UHE São Domingos project in the amount of BRL 30,000.00, which is the subject of discussion at the administrative level, on appeal. Also received notification environmental embargo that has determined the stoppage of the works and activities of that enterprise. Then, an administrative solution determined cessation of the effects of the embargo - Without costs. In court, in 2012, there were no occurrences. (GRI EN28). 7.1 Environmental Licensing In 2012, 33 environmental permits were obtained, with 04 prior licenses (LP), 12 Installation Licenses (LI) and 17 Operating Licenses (LO). 07 licensing exemptions were also São Domingos - fauna and flora 136 | Annual And Sustainability Report Eletrosul 2012 issued. In addition to these licenses, another 39 authorizations were obtained, and 03 issued by the Institute of Historical and Artistic Heritage (IPHAN), 07 Permissions and Wildlife Rescue and 06 Statements of Public Utility (DUP). To the sum were included even, Environmental Permissions, Cutting Permissions, Forest Permits, among others. 7.2 Atmospheric emissions Eletrosul, as one of the Eletrobras companies participating in the preparation of the inventory since 2009, taking along with Eletrobras commitment to demonstrate transparency of corporate activity, in relation to their responsibilities regarding their emissions. From the diagnosis secured by inventory and knowing the profile of their emissions, the company can develop strategies, plans and goals for management and reduction of emissions of greenhouse gases, engaging in solving the challenge of global sustainability. Inventories follow the methodology of the Intergovernmental Panel on Climate Change - IPCC (2006) and the guidelines of the GHG Protocol corporate standard for accounting and reporting of emissions. The company states in its inventory direct emissions (scope 1) and indirect (Scope 2 and 3). 7.Environmental Dimenson In Scope 3 indirect emissions were considered fuel consumption for transportation equipment, employees on the path home-work and domestic and international air travel undertaken by the service jobs (GRI EN17 and EN29). Were considered in scope 1 direct emissions from the emergency generator sets operating at headquarters and in substations, the LPG consumption in kitchens, from burning vehicle by themselves or controlled by the company, the burning of fuels for aircraft leased for exclusive use of the company, SF6 gas used as electrical insulation in transformers and circuit breakers, gas consumed in refills fire extinguishers and gas consumed in refills air conditioning equipment. Were considered in scope 2 indirect emissions from consumption of purchased electricity distribution network and the losses in the transmission system (GRI EN16). From the establishment of a routine for preparation and publication of inventories of greenhouse gases every year have been published one issue being that the content is being expanded inventoried every issue, insofar as new sources become incorporated. Table 1 summarizes the evolution of inventories and published sources inventoried. Edition 2010 2011 2012 2013 Scope Year 2009 Year 2010 Year 2011 Year 2012 Scope 1: Stationary sources; Mobile sources; Fugitive SF6 Scope 1: Stationary sources; Mobile sources; Fugitive SF6; Fugitive extinguishers Scope 1: Stationary sources; Mobile sources; Fugitive SF6; Fugitive extinguishers Scope 1: Stationary sources; Mobile sources; Fugitive SF6; Fug. extinguishers; Fug. Refrigeration Scope 2: EE acquired Scope 2: EE acquired; Transmission losses Scope 2: EE acquired; Transmission losses Scope 2: EE acquired; Transmission losses Scope 3: Air Travel; Transport and distribution; Transportation to and back to work Scope 3: Air Travel; Transport and distribution; Transportation to and back to work CO2 CH4 N2O SF6 CO2 CH4 N2O SF6 HFCs PFCs Conteúdo Gases EE CO2 CH4 N2O SF6 CO2 CH4 N2O SF6 Annual And Sustainability Report Eletrosul 2012 | 137 The company’s total emissions in the year 2012 as well as a comparison with previous years is presented in table 2 and graph below: Base Year Scope 1 Emissions (T CO2eq) Scope 2 Emissions (T CO2eq) Scope 3 Emissions (T CO2eq) Total emissions Eletrosul (T CO2eq) 2010 10,464.3 883.24 – 11,347.54 2011 5,456.3 55,856.00 535.00 61,847.30 2012 4,484.94 186,133.00 305.11 190,923.05 Comparative emissions of greenhouse gases – Eletrosul 2012 2011 2010 Total emissions Eletrosul (T CO2eq) Scope 3 emissions (T CO2eq) The breakdown of emissions by scope is presented in Table 3 (GRI EN16 e GRI EN17) below: 138 | Annual And Sustainability Report Eletrosul 2012 Scope 2 emissions (T CO2eq) Scope 1 emissions (T CO2eq) 190,923.05 305.11 The increase in emissions in 2012 compared to previous years is due to the strategy of gradually increasing the number of sources inventoried, as to consolidate the methodologies used and also indirect emissions related transmission losses. The largest order of thermal, in 2012, strongly influenced the emission factor of the SIN, which in turn affected the calculation of GHG emissions related portions “electricity consumption” and “transmission losses”, as this factor is used in calculating these emissions. For this reason, a significant increase in the share of transmission losses in the year 2011. It should be noted that these emissions are indirect, for indeed occur when the power is generated. There was a reduction in emissions of SF6, the largest direct emission Eletrosul because of voluntary actions implemented in order to maintain a systematic process of continuous improvement. As an example of this process, we can mention the treatment / regeneration gas SF6, the permanent installation of pressure gauges for monitoring gas pressure and improving the technical artifacts of seals as well as the inspection process of the same. 162.74 n.a. Legend: n.a. Not applicable n.d. Not available n.e. not Specified v.c. Value reported only for the group of companies 4,484.94 66.32 TOTAL 2012 (t CO2e) 1,787.57 2,631.05 691.30 185,441.70 186,133.00 n.a. 140.39 1.98 61,847.30 535.00 312.00 n.a. 5,456.30 61.00 TOTAL 2011 (t CO2e) 1,716.00 3,679.3 435.00 55,421.00 55,856.00 n.a. 223.00 n.d. 11,347.54 n.d. n.d. n.d. n.d. n.a. 883.24 n.a. v.c. 10,464.30 100.01 TOTAL 2010 (t CO2e) 1,657.06 8,707.23 883.24 Transport of Employees Distribution Losses Transmission Losses Subtotal Scope 1 Fugitive (SF6, Refrigeration and Fire Extinguishers) Furniture (Road and Airways) Fixed, Generators and Other Scope 1 Electricity Consumption Scope 2 Subtotal Scope 2 Independent Power Producers IPPs Air Travel Scope 3 Inland Logistics Subtotal Scope 3 TOTAL 7.Environmental Dimenson Another mechanism used by the company to reduce emissions is related to alternatives technological communication. Video conferences have proved an effective tool, especially when the number of employees to be displaced and the time spent on transport is not viable, both operationally and environmentally. In 2012, there was a reduction of approximately 59% in emissions from air travel service. Regarding chemicals that deplete the Ozone Layer - SDOs, Eletrosul used in air conditioners headquarters HFC-134a and R22. In 2012, emissions were of 130 TCO2eq. Annual And Sustainability Report Eletrosul 2012 | 139 In the decentralized areas replacement gas of air conditioning is not yet computed. (GRI EN19) Currently, Eletrosul has no allocation of emission allowances of CO2 equivalent for carbon credit of his own ventures being contemplated only for the Wind Power Plant Cerro Chato, venture in the form of Special Purpose Company. (GRI EU5). 7.3 Energy Efficiency (GRI EN5; EN6; EN7; EN26) Though Eletrosul does not fit in companies with obligation to laws to meet the Energy Efficiency Program of ANEEL, the company makes investments in the area, according to the ones mentioned below: Labeling of the new facilities – Eletrosul wants all its new facilities to be built based on the zero energy building concept, that is, using more efficient installations and with low or no carbon emission. New Technologies – Eletrosul invests in the study of applications of new technologies in the company’s end, substations, power plants, transmission lines and PCHs, with the aim of increasing the efficiency of the system and make the company more competitive. It is currently being prepared a technical report on the feasibility of application of the IEC61850 standard in Systems Protection and Control of existing and future substations. Education – The professionals for energy efficiency of the company present at events and schools, through lectures, projects undertaken and the concepts of energy efficiency and energy conservation. Furthermore, Eletrosul hosts daily visitors in the Efficient House, which is a house built with the goal of becoming a showcase of concepts of energy efficiency, sustainability, climate adaptation and rational use of water, not only for the academic community, but also for professionals who work in the construction market and the general community. Located 140 | Annual And Sustainability Report Eletrosul 2012 in the courtyard of the headquarters in Florianópolis (SC), the Efficient House hosted, in 2012, an audience of 2,763 visitors from various institutions such as RBS TV, Unioeste, Federal Institute of Santa Catarina, among others, and has been indicated as one of the three finalists for the COGE Foundation Award 2012 in the category “Environmental Responsibility Initiatives.” PROCEL - Eletrosul, as a member of the Eletrobras companies, also works in the area of energy efficiency programs PROCEL such as ReLuz, the Edifica (Public Buildings), the Education, etc. Among the latest achievements in the field of energy efficiency projects are the following: 2011/2012 - Novo Hamburgo Reluz: Eletrosul participated as mediator of the Project ReLuz in Novo Hamburgo (RS), which included investments of municipal government in the order of 25% down and 75% financing through RGR (Reservation global Reversion). The total project value is BRL 9,538,195.20 and the energy savings expected the end of the year is 8,613,680 kWh. The project includes the installation of 22,852 public lighting points and 3119.65 kW installed. 2012 – Building Maintenance Sector of Campos Novos: to be officially opened in 2013, but already in use, its project was directed to meet the various concepts of sustainability as: energy efficiency, energy conservation and rational use of water. On site, the energy saved could not be confirmed by simple comparison before and after because it is a new building. For this reason, it was performed a comparative process with the consumption of the former headquarters of the sector and the measurement of the last forty days of the new building. Since the structure is of the building is more recent and features workshops, which did not exist in the previous, a measurement was used in November 2012 and, based on 7.Environmental Dimenson Megawatt Solar Project the usage profile of the old building, made a forecast of consumption of other months. Provided the reduction, and considering the concepts of sustainability used on the construction, it was estimated a lower consumption of 50%, of the one that would have, in case the construction of the building had the same infrastructure and environments, occupation and type of work, not taken in consideration the concepts used. Alongside the implementation of strategies and concepts mentioned above, the building also went through the process of labeling the Inspection Body for Energy Efficiency in Buildings, the CERTI Foundation. This process, as part of the Brazilian Labeling Program (PBE / INMETRO), aimed to obtain the National Label for Energy Conservation (ENCE) in two stages: first, before the beginning of the construction, when the whole project was assessed and obtained the maximum rating for energy efficiency-level A. After the construction had been completed, another evaluation was made, a site inspection by the CERTI Foundation, which ranked the building as being the most efficient, emitting the label level A, for “Edification Built”. Among the distinctive features of the work, under the aspect of sustainability, we can highlight: the use of conditioners split of the type inverter, efficient lighting with T5 fluorescent tubes, the use of natural light, the use of rainwater, water heating by solar collector and wastewater treatment tank of the root zone (wetland). Regarding the ANEEL indicators concerning Energy Efficiency Projects (PEEs) intended for the formation of culture in conservation and rational use of electricity by engaging consuming units that are not applicable to Eletrosul. Regarding projects of Research and Development (R & Ds) focused on the environment, in 2012 it was invested BRL 1,404,728.12, in 2011 BRL 742,919.84, and in 2010 BRL 1,267,052.28. During this period there Annual And Sustainability Report Eletrosul 2012 | 141 were no patents registered with the INPI. In 2012, there were no legal actions of R&Ds) that encouraged pollution prevention. 7.4 Megawatt Solar Project (GRI EN6) The implementation of the Megawatt Solar may represent a new moment for solar energy in Brazil, which has studied the inclusion of the source in auctions as of 2013. The plant puts Eletrosul in evidence in this sector, given that the largest Brazilian project will be integrated into a building. Launched in February 2012, the public notice of international competition No. 91320120044 to hire the implementation of SOL Megawatt Solar, was won by the consortium EFACEC MEGAWATT SOLAR. The conceptual project, which follows the model (BIPV - the acronym for the Edification Integrated Photovoltaic System) foresees the installation of photovoltaic modules on the roof and in the parking lots of Eletrosul headquarters in Florianópolis, totaling an area of approximately 10,000 square meters. The photovoltaic power plant with an installed capacity of 1 megawatt-peak (MWp), will use crystalline silicon modules technology. It is expected the production of 1,063 MWh of energy in the first year of operation - the equivalent to the consumption of 489 homes - avoiding the annual emission of 260 teqCO2 in the atmosphere. The commercial operation is scheduled for the first half of 2013, and its energy will be sold for 10 years to free consumers. Since Eletrosul is seeking to become a free consumer of energy, between 10% and 20% of the energy of the SOL will be retained by Megawatt Solar Eletrosul to supply its own headquarters building, increasing both their generation as well as their use of clean and renewable energy sources. The auction ended with a bid of BRL 8,099,637.28, a discount of 14% against the budgeted, and part of this amount will come from a non-reimbursable financing from German bank KfWBankengruppe. 142 | Annual And Sustainability Report Eletrosul 2012 The project counts with technical support from the German Agency for International Cooperation (GIZ - Deutsche GesellschaftfürInternationaleZusammenarbeit), Federal University of Santa Catarina (UFSC) and the Ideal Institute. As a way to encourage the growth of a green energy market in the country and add value to photovoltaic energy produced, it will be linked to the commercialization of this energy to issue a Solar Seal, under the management of the Ideal Institute. This seal may be used in various communication mechanisms of the purchasing company’s energy as a marketing tool, giving the end customer the sustainable vision of the company. Due to this strategy, the energy produced by the plant will be marketed in the Free Contracting Environment. In addition to this commercial plant, the public notice foresees the installation of an experimental plant of 8 kW of power, contemplating other photovoltaic technologies installed in metallic structures adjustable tilt and solar orientation, allowing the comparative study of performance of these systems towards various operating conditions. The Eletrosul Headquarters Building will absorb the power generated by this experimental plant. The Megawatt Solar demonstrates outstanding performance of Eletrosul in photovoltaic projects and commercial plants using this technology. In the parking lot of Eletrosul Headquarters there is in operation since February 2009, the Photovoltaic Pilot Plant. As the name implies, its purpose was to serve as a pilot for larger developments, such as the Megawatt Solar Project in order to develop technical expertise and evaluate the impacts of the inclusion of this source in the power grid. With installed power of 11.97 kWp and a coverage area of 228 m², it produced in 2012, about 12.7 MWh, which were absorbed by the Eletrosul headquarters. It is estimated that this generation 7.Environmental Dimenson is equivalent to the annual consumption of 5.8 homes in southern Brazil. The investment for its implementation was BRL 397,627.73. Fully implemented on the premises of Eletrosul Headquarters Building, these projects will comprise a large photovoltaic complex exceeding 1,000 kW, which, in addition to becoming a possibility of revenue for the company, will also form their own technical expertise for future projects in the country. The company has been developing research on several fronts in this segment since 2004, when it was one of the founders of the project Eletrisol, developed by the Catholic University of Rio Grande do Sul (PUCRS) for the implementation of a pilot-plant for the manufacture of photovoltaic cells and modules. With the same institution, Eletrosul engaged the development of a business plan for the implementation of a photovoltaic cells and modules production industry, covering all the technical knowledge obtained with Eletrisol, and aggregating the legal, fiscal and tax aspects involved. Currently, runs a project of R & D ANEEL for purifying silicon solar grade and wants to put Brazil among the few countries that have full control of the production chain of photovoltaic modules. With these actions, the company solidifies as one of the main protagonists in the use of the technology so promising in our country. Seeking to become one of the largest companies generating energy from clean and renewable sources, Eletrosul is investing heavily in wind farms through SPEs, currently with 3 power plants in operation totaling 90MW of installed capacity and 19 under construction, totaling 446MW. 7.5 Materials and Inputs (GRI EN1; EN2) Though in minimal amounts (parts per million – ppm), the raw material used by the company that represents significant environmental risk is the insulating oil contaminated with Ascarel, a type of polychlorinated biphenyl – PCB. The Stockholm Convention, of which Brazil is a signatory member, has proposed a goal of elimination of PCBs by 2025. Eletrosul is already developing their inventory of PCBs: in 2007, began the work of raising the amount of insulating mineral oil contaminated by Ascarel, completing in 2012 a total of 489 power transformers and reactors evaluated. The assessment of the level of oil contamination of transformers and auxiliary instruments is still in progress. Additionally, 249 isolators have been replaced and 4.08 activated tons of bauxite contaminated with oils. To minimize the environmental impact caused by the use of these materials, Eletrosul regenerated 135,000 liters of insulating mineral oil. There is a record of acquisition of 200 kg of SF6 (sulfur hexafluoride gas) for equipment replacement. In new circuit breakers, were purchased 1521.50 kg SF6 gas (not about operational consumption). The main solvent used in maintenance activities is benzene. There is record of the purchase of 4,200 liters. Eletrosul did not made acquisitions of new cargoes of mineral oil for equipment replacement. In 2012, were acquired by Eletrosul Headquarters Building, 12,083 tons of white paper, while consumption was 11,313 tons. In the same year, were acquired 2,451 tons of plastic cups, and the consumption was 2,344 tons. Were also purchased 4,484 tons of recycled paper, representing approximately 37% of total paper purchased. Consumption was 4,644 tons of recycled paper, representing about 41% of the total. The amount of recycled paper consumed in 2012, 958,500.00 leaves, corresponds to the area of 5.59 official soccer fields. There was no acquisition of recycled A3 paper. 7.6 Electric Energy Much of the indirect energy consumption of Eletrosul (electricity) is performed in the function of cooling, lighting and outlets of Annual And Sustainability Report Eletrosul 2012 | 143 facilities such as control rooms of substations, maintenance sectors and headquarters (main and regional). In a few facilities, the company is connected to the local distribution concessionaire, and in most, feeding electricity Electric Energy Consumption (in kWh) is made directly from the power transformer substation. The majority of electricity used by Eletrosul comes from the National Interconnected System (SIN). 2012 2011 2010 9,950,851.93* 20,079,374.00** 17,319,842.00** * From concessionaires in kWh. Source: Consultation of environmental software of Eletrosul SMAA, on 08/01/2013. ** From own sources and dealerships, in kWh. Source: Consultation of environmental software of Eletrosul SMAA, on 08/01/2013. 7.7 Water For 2012, it was considered only the consumption of electricity from concessionaires, having been disregarded their own sources of consumption. As a management practice, we highlight the development of annual inventory of greenhouse gases (GHG) of the Eletrobras companies. (GRI EN4) In units of the company where there is water consumption this happens primarily by three means: • Acquisition of Concessionaire Service; • Capture of Artesian Wells; • Surface capture of water bodies. The direct energy consumption broken down by primary energy source, does not apply to Eletrosul. This is the energy used for production of the primary product of a company. Eletrosul engaged in generation and transmission of electric power. In case of the transmission there is no consumption for production and as generation (own ventures) Eletrosul has only hydropower generation, and there are no energy consumption, except the gravitational potential energy driven by falling water (GRI EN3). The monitoring of water consumption in Eletrosul is accomplished with the support of the environmental Monitoring System of Environmental Actions (SMAA) software. In operation since 2008, covering all of its units, it aims to monitor the environmental actions through selected indicators and can be accessed internally via electronic application 2012 2010 Supply (public network) (in m3) 28,696.80 27,335.53 26,397.30 Underground source (well)(in m3) 41,969.00 47,801.00 37,951.00 1,317.00 3,024.00 6,097.00 14.90 N/A N/A 85,208.00 + 14.9 (rain) = 85,222.90 m3 91,421.00 82,782.00 55,115.10 58,791.60 51,545.40 Surface sources (streams)(in m3) Rainwater collection (in m3) Total water consumption (in m3) Water consumption per employee (in m3) Source: Consultation of environmental software Eletrosul SMAA, on 08/01/2013. 144 2011 | Annual And Sustainability Report Eletrosul 2012 7.Environmental Dimenson Wildlife - Headquarters In case of supply by the network (public concessionaire), it is not possible to identify the affected water source. However, cases of supply by capturing artesian wells are more common, occurring in electric power substations, and its consumption monitored by software SMAA,. The cases of supply by capturing surface water bodies are exceptional and not everyday, just in order to meet some of the fire-protection systems for electrical substations, when necessary - not considered, then, so significant. (GRI EN9) Of the four hydroelectric projects from Eletrosul, in compliance with Federal and State Laws governing the use of water resources, Passo São João hydroelectric power plant, in operation, has a grant issued for water use permitting uptake of 333m³/s of water from Ijuí river (RS) and the Small Hydroelectric Power Plant (SHP) Barra do Rio Chapeu, in construction, has a grant for river Braço do Norte (SC), without stipulating the flow set. The other projects under construction have had their grants required awaiting the manifestation of the competent organs. For discussion of issues relating to water, Eletrosul, whenever invited, participates in basin committee meetings. As its main product is the transmission and generation of hydroelectric energy, Eletrosul does not use water for cooling, processing and consumption in thermal and nuclear plants including the use of water in ash handling. (GRI EN8) Eletrosul being a company that operates in the Generation (Hydroelectric and Wind Energy) and Electric Power Transmission, the use of water is not used in the production chain of the service provided, therefore does not significantly affect the hydric supply by water removal. Among initiatives of its policy of environmental responsibility, Eletrosul developed projects for reuse of rainwater. Taking advantage of rain water in the Regional Maintenance Division West (DROE) unit is in operation since January 2012, and is currently used for irrigation of a community garden nearby. The tank of 45,000 liters and 5,000 liters of the reservoir of the community garden are sufficient to irrigate the entire acreage – about 8,000 m2 – for 20 days. According to information from the company responsible for water supply in the region, this volume corresponds to the water consumption of a family of three, of moderate consumption, for a period of five months. The administrative building of Maintenance Sector of Campos Novos (SMCNO), since October 2012 includes a sustainable tower with a total height of 8.25 meters and a diameter of Annual And Sustainability Report Eletrosul 2012 | 145 1.91 m, seeking energy efficiency and rational use of water, which is the main difference compared to the conventional approach that combines in a single element of a system of solar water heating and a rainwater utilization system with a capacity of 10,000 liters for non-potable purposes. In the tower is still inserted the water tank supplied by the public concessionaire. The tower system is autonomous, when there is shortage of rainwater, consumption points of non-potable water will be supplied with water from the public supply system. The tower also provides advantages regarding the aesthetic effect of the building, and reduces the risks with leaks and maintenance. Its design has participated in shows, events and received awards. The reuse of rainwater is not yet measured in DROE (action is expected to start in 2013). In 2012, consumption of storm water in the unit SMCNO was 14.9 m³ (November and December) while potable water was 42.7 m³. During the period, the consumption of rainwater represents savings or recovery of 25% of the total water needed for the building. Rainwater is used in the bathroom (toilet and urinal) for washing floors and sidewalks and water the garden (GRI EN10). 7.8 Waste Management (GRI EN22, EN23, EN24) Solid waste generated by the activities office Eletrosul, both in the company Headquarters and in other administrative facilities are collected by municipal collection and, when recycled, are intended to associations of collectors of recyclable waste in the municipalities interested, via agreement - actions already in place in the unit 146 | Annual And Sustainability Report Eletrosul 2012 headquarters, Substation and Maintenance Sector of Joinville, Dourados and Santo Ângelo and the Regional Maintenance of Paraná, Mato Grosso do Sul, Santa Catarina and of the west action under implementation in other areas of the company. Thus, in addition to contributing significantly in reducing the volume of waste to the environment, it also contributes to society through the creation of jobs for many families. The solid waste generated by the activities of maintenance and operation of the transmission system themselves, characterized as hazardous waste, is collected and stored in the sources selectively, according to their main feature (oily wastes, contaminated with solvents etc.), and sent to specialized companies in transportation, treatment and final disposal of this waste category. To follow this process, the company has a practice of requiring Certificates of Allocation, which include all the information necessary for this control. Waste management is carried out electronically and with power decentralized of information. In addition, the company formalized its concern with the correct shipping of dangerous goods between their areas, developing and distributing educational materials to those involved. In 2012 there was no recorded occurrence of leaking oil, according to the records of contingency. In 2011, 14 incidents were recorded, with a total volume of 600 liters. The following is a table showing the total weight of hazardous waste and the company’s total per year. 7.Environmental Dimenson 2012 2011 2010 191,927.55 62,339.70 110,013.40 1,764.80 51,146.80 15,698.65 3.80 5.21 9.20 Total weight of imported hazardous waste (Kg) 0 0 0 Total weight of exported hazardous waste (Kg) 0 0 0 TOTAL residues Eletrosul (kg) Total weight of hazardous waste transported (Industrial Landfill) (Kg) Total weight of hazardous treated waste (incineration) (Kg) Source: Consultation of environmental software Eletrosul SMAA, on 09/01/2013. For all residues shown above, when performing services for transportation and disposal contractor, it is requested the Certificate of Allocation contemplating the main information about the process (such as location and date of the destination, weight and type of waste destined, among others) and legally supporting Eletrosul. Eletrosul is a company that operates in the generation and transmission of electricity, primarily in the states of Rio Grande do Sul, and Santa Catarina, Paraná and Mato Grosso do Sul. The transport of hazardous waste resulting from the contracting of the allocation in landfills or, to a lesser extent, incineration (waste health) does not exceed the territorial limit of these states. The disposal of the hazardous waste generated always occurs in landfills or closest incinerator. The transport of hazardous waste arising from the allocation of contracts in landfills or, on a smaller scale, incineration (waste health) does not exceed the territorial limit among the states where the company operates. The company has formalized the issue of transportation of dangerous products between their areas for all types of waste generated and developed and distributed an instructional manual, widely circulated to the units involved with this issue. Currently, hiring and managing the process of disposal of solid waste, both Class I and Class II, occur in a pulverized and decentralized manner, under the responsibility of the generating units. The following frame has the total weight of waste by type. Annual And Sustainability Report Eletrosul 2012 | 147 Eletrosul Residues 2012 Disposal Methods Alienation 4,090.90 TOTAL Class I – dangerous (Kg) Industrial Landfill Incineration Recycling TOTAL Class IIA – non-dangerous (Kg) 100,334.65 3.80 2,473.20 Common Landfill 47,146.00 Municipal Collection 31,307.75 Composting 1,461.00 Recycling 3,559.10 Municipal Collection Others TOTAL (kg) 1,613.80 14,376.00 Industrial Landfill 87,502.00 0.10 Alienation Reuse TOTAL Class IIB – non-dangerous (Kg) Amount Disposed(Kg) 2,484.80 151.00 16,351.00 71,000.00 191,927.55 Source: Consultation of environmental software Eletrosul SMAA, on 09/01/2013 In 2012, spending on treatment and disposal of toxic waste was BRL 8,308.30. In 2011 was BRL 16,387.41 and in 2010 was BRL 28,150.00. In 2012, spending on the disposal of nonhazardous waste was BRL 10,637.40. In 2011 was BRL 1,440.00 and in 2010 was BRL 2,382.38. 148 There are no records of waste broken down and / or excluded from routine operations. There is no applicability to waste dam and waste for companies with sands, oil and / or mining sands operations. Regarding indicators for the replacement of Ascarel in equipments and the percentage of lamps decontaminated compared to total replacements in consumer units, are not applicable to Eletrosul. Eletrosul does not have equipments containing pure Ascarel, only mineral insulating oil contaminated with this compound. In 2012 there were no records of disposal of solid waste contaminated with polychlorinated biphenyl – PCBs. 7.9 Biodiversity and Protected Areas The management of solid waste is carried electronically through Eletrosul’s environmental software - Monitoring System of Environmental Actions (SMAA). In operation since July 2008, features decentralized power and subsidizes environmental monitoring actions required. Generation projects from Eletrosul are not located in areas of Conservation Units. In other locations, in the narrow easements, impacts on biodiversity are not as significant as those caused by generation projects, due to the linear characteristic of Transmission Lines. | Annual And Sustainability Report Eletrosul 2012 (GRI EN11; EN12; EN13; EN14; EN15; EU13) 7.Environmental Dimenson In the areas where electric projects are implemented, to mitigate environmental impacts such as vegetation suppression, flooding and changes in the composition of flora and fauna, Eletrosul develops Environmental Impact Assessments and Environmental Impact Report (EIA / Rimas) or Simplified Environmental Reports (RAS), for small business ventures and performs all necessary environmental measures. It is the practice of the company to develop actions of recovery of degraded areas, reforestation and monitoring, waste management and erosion control. Generally, these practices are performed by contractors hired to carry out the works under the coordination and accountability of Eletrosul. For the areas where vegetation suppression is performed, the company makes an intense work of reforestation. To get an idea, in 2012, 1,600 native seedlings were planted in Permanent Preservation Areas (APP) of PCH Barra do Rio Chapeu. Furthermore, Eletrosul promotes campaigns of fauna monitoring before implementation of the project, which allows to perform surveys of species existing at the site prior to the intervention; saving flora before the suppression of vegetation and reforestation aimed at maintaining genetic variability and scaring wildlife rescue and to save the specimens during the filling of the reservoir. There are also provided for monitoring programs for the period after the completion of the works, in order to obtain a comparative biodiversity before, during and after the implementation of the project. The area of operation of Eletrosul involves the Cerrado (Midwest), Atlantic Forest (South), Pampas (South) and the Amazon Forest (North), where there are several endangered species. For there to be the preservation of these species, there are environmental studies developed by the company list and monitor their habits during the works. Regarding the indicators of ANEEL concerning distribution networks, urban forestry and recovery of degraded areas in this area, they are not applicable to Eletrosul. In 2012, the total native vegetation suppressed as a result of maintenance activities of transmission lines was 2,671.9 mst, the total native vegetation suppressed related to transmission projects was mst 126.10 and 185.05 m³, and the total native vegetation suppressed related to generation projects was mst 79,611.378, totaling 82,409.378 mst and 185.05 m³. In 2011, the total native vegetation suppressed as a result of maintenance activities of transmission lines was 2,774.20 mst, and in 2010 was 2,025.8 mst. 7.9.1 Environmental Protection Areas (GRI EN13) The guidelines adopted by Eletrosul for the maintenance of the APPs (Permanent Protection Areas) prioritize the use of models for the conservation of biodiversity and the conservation of the biofunctionality and recovery of interactions between organisms of the system. This vision strives to rebuild natural succession processes, increasing resilience and directing the community toward integration with its surrounding landscape, reflecting about its processes and its actual field capacity. Thus, the company is updating the nucleation process in the APPs, aiming to generate small centers and wait for the large empty areas between them to be slowly occupied by diversity compatible with the set of biotic and abiotic factors of the area in question. As a result, these techniques produce a variety of natural flows over the disturbed environment, maintaining key processes and contributing to the recovery of complexity in the natural systems. 7.10 Eletrosul’s Environmental Management (GRI EN26) In addition to the actions taken in the Environmental Programs for each project, in 2012 there were initiatives aiming to mitigating the environmental impacts of products and services of the company: Annual And Sustainability Report Eletrosul 2012 | 149 Campaign Against Slash and Burn Annual Campaign Against Slash and Burn Since 1995, Eletrosul has developed the Annual Campaign Against Slash and Burn practices, with a preventive and educational nature. The purpose of the campaign is to inform rural landowners whose properties are located close to transmission lines and power substations, as well as the general public, about the dangers of adopting this practice in these areas. The campaign includes a 60-second jingle aired on AM radio (especially in the countryside), billboards, posters, folders, caps, and shopping bags in grocery stores. This material is distributed to landowners, unions, city halls, and other entities with which the target audience maintains a relationship. In 2012, it was recorded 03 fire occurrences in Rio Grande do Sul, in Campos Novos LT - Nova Santa Rita (01/09/2012 and 02/14/2012). Other 03 events were recorded in Paraná, in LT Areia - Ponta Grossa Norte (02/07/2012), the LT Ivaiporã - Londrina 2 (09/18/2012) and LT Ivaiporã - Londrina 1 (09/18/2012). Community Vegetable Garden Program Since 2001, Eletrosul develops the program as a strategy for managing the security areas of transmission lines located, especially in large urban centers. Besides educating communities about the risks of illegal occupation, the program gives opportunity so they can 150 | Annual And Sustainability Report Eletrosul 2012 produce, diversify feeding and strengthen their income. The initiative aims to benefit the families through education, entrepreneurship and professional qualification. In addition to the technical definitions of the locations to be implemented, it promotes the registration of families, lectures and trainings, project tracking and monitoring of results. The integration between community, government and the private sector has been the basis for successful actions. In the four states of operation of Eletrosul, there are 32 community gardens in operation. Environmental Programs Projects It is the practice of Eletrosul actions the recovery of degraded areas, waste management, reforestation, environmental education and monitoring and erosion control during the implementation of its projects that are typically performed by contractors hired by the company through public tender according to Law No. 8.666/1993, leaving the coordination and monitoring of the activities under the responsibility of Eletrosul. Waste Recycling Recyclable waste is destined for Associations Collectors of Recyclable Waste of the 7.Environmental Dimenson municipalities interested, via agreement - action to be extended in future in all areas of the company. The percentage of waste generated by Eletrosul recycled and reused in 2012 were 3.14% and 8.78%, respectively. Spending on waste recycling in 2012 was BRL 6,768.10 and BRL 2,588.10 in 2011. The percentage of waste sent for recycling with no ties to the company is null. Eletrosul’s Asset Management The processes of the institution of servitude or expropriation of land for implementation of projects involve a process to establish better relationships with the local community. In this process it promotes registration with personal data of the owner of the documents evidencing ownership or dominion of the area in question, an inventory of land and improvements for correct evaluation of values and a coherent negotiating with the owner. For cases of establishment of easements for transmission lines there is a record of the easement to usage restrictions upon compensation. To expropriations (substations and generation plants), the expropriation occurs, through the acquisition of the property. In the case of reservoirs, it is analyzed the viability of the remaining area and the possibility of the owner to continue living and / or using the site. Moreover, the payment of legal expenses is done (fees, certificates, deeds, records, taxes, etc.) through responsibility of Eletrosul and also an expediting construction that consists of monitoring, with a view to provide an harmonious relationship with the owners, in order to prevent and ban damages the proper progress of the works 7.11 Contingency Planning, Management Plan and Training program for Disasters/Tragedies (GRI EU21) In the activities of electricity transmission, all activities of operation and maintenance of Eletrosul are regulated by internal rules, among which Maintenance Manuals (MMs), Operation Manuals (MOs) and Medical records and Contingency Plans (PPPs) The medical charts and Contingency Plans are developed individually for each transmission unit of the company. With the objective of meeting the flaws of equipment in an emergency, each facility has its own Contingency Plan. As for the Medical records of installation to meet the requirements of item 10.2.4 of the NR-10 and contains basic guidelines for implementation of control measures and preventive system, to ensure the safety and health of workers who directly or indirectly interact with electrical installations and services with electricity in its various uses and applications, and any proceedings in its vicinity. Eletrosul has an application in the Serv Notes Eletrosul, where are published the medical charts and Contingency Plans for their facilities. For the activities of electricity generation, taken over by Eletrosul throughout 2012, the MMs and MOs are in current development stage. PPCs are still under development for the hydroelectric plant of the company in operation, UHE Passo São João (Ijuí River, Rio Grande do Sul), which already has a training program for emergencies - PAE institutionalized. The identification of contingency and communication to the related areas is made through the Operating Center System Eletrosul – COSE. The operation must take the following steps: • Trigger maintenance crews and equipment protection and responsible sector, as established in the Maintenance Manuals - MMs, Operation Manuals – MOs and medical charts and Contingency Plans – PPCs for each unit; • Identify the equipment reserve of the PC via BDE database, transaction SCE; Annual And Sustainability Report Eletrosul 2012 | 151 • Request the Operator / maintainer to send photos of damaged equipment to executive teams; • Inform the insurance representative of the Regional occurrence of the accident to take appropriate steps, formalizing the accident; • Inform to the appropriate Regional Manager and System Maintenance Department (BMD) the occurrence of the contingency and the steps taken so far. For the enterprises in the area of transmission, Maintenance Manuals - MMs, Operation Manuals - MOs and Medical records of Installation are available in electronic application available for internal consultation, and medical charts and Contingency Plans - PPCs in addition to electronic media, are available in hardcopy in each of the respective units in a visible place readily accessible for use in the workforce. For the activities of electricity generation, taken over by Eletrosul throughout 2012, the MMs and MOs are in current development phase (individually, to each new generation unit of the company) and as soon as they are completed and formally approved will be included in the Barra do Rio Chapéu - Dam and sanitary flow 152 | Annual And Sustainability Report Eletrosul 2012 electronic application together with the other documents in this sphere. The PPCs still under development phase for the hydroelectric plant of the company in operation, UHE Passo São João (Ijuí Rio, Rio Grande do Sul), which already has a Care Plan for Emergencies (PAE) institutionalized. In 2012 there were 03 fire occurrences in the state of Rio Grande do Sul, in Campos Novos LT - Nova Santa Rita (01/09/2012 at 7:39pm and 7:46pm, and 1:22pm on 02/14/2012) . There were also 03 occurrences in the state of Paraná, in LT Sand - Ponta Grossa North (02/07/2012 at 3:19pm), the LT Ivaiporã - Londrina 2 (09/18/2012 at 4:03pm) and LT Ivaiporã – London 1 (09/18/2012 at 4:10pm). In 2011 there was an occurrence motivated by Burn / fire under the line Ivaiporã – Salto Santiago 2 525kV (12/17/2011 at 3:20pm). 7.12 Environmental Education and Awareness The number of employees trained in the environmental education programs in Eletrosul in 2012 was 31, corresponding to 2.00% of total employees. 2011 there were 284 employees representing 18.21% of the total and in 2010 7.Environmental Dimenson were 319 employees representing 19.81% of total employees. There were no associated resources invested in this period. For UHE Passo São João, considering the fall and wattage, comes to 3,688 m³ / s / MW (equivalent to 0.003688 m³ / s / kW). The environmental education promoted by Eletrosul facing the community are basically the Program Open House (both in the Headquarters and the traveling unit) and the environmental education programs due to the implementation of new generation and transmission of energy. In 2012 the company served 338 units of primary and secondary schools, 16,583 students and 1,215 teachers were trained. In 2011 the company served 493 teaching units, 19,400 students and 21 teachers were trained, and in 2010 met 02 teaching units and 88 students. Units of higher and technical education are not addressed, as the indicator is not applicable. The reservoirs of Eletrosul have been recently formed, and were not identified occurrences relating to erosion of the border. However, the areas susceptible to erosion were mapped and are being monitored. As for the indicators of ANEEL regarding energy efficiency programs for the training of culture in conservation and rational use of energy, because they involve consumer units they are not applicable to Eletrosul. 7.13 Energy Generation In 2012, Eletrosul’s power generation was in the Hydroelectric Passo São João and at the Barra do Rio Chapeu Small Hydropower. This year, consumption of electricity generating units and auxiliary was 282 kWh. Water consumption per kWh generated can be expressed in m³ / kWh (volume / power) and depends on the net fall checked and power that the generator operated in the range, and is therefore not a fixed value. For UHE Passo São João, considering the fall and wattage, comes to 13,278 m³ / kWh. The consumption of water outflow (m³ / s) is associated with power (MW), and not the energy (MWh), and similarly dependent on the drop verified net and power that the generator operated at halftime. The larger the drop, the smaller water consumption and higher power, lower consumption proportional (higher yield). Regarding the restoration of riparian vegetation, the number of seedlings planted in 2012 was 1,600 native seedlings in APP PCH Barra do Rio Chapeu. As for the quality of water and sediments of the reservoirs, were monitored totals parameters for UHEs Sao Domingos and Passo São João. PCH João Borges did not have campaigns monitoring water quality in 2012. Information about rescue fish in turbines are not yet available, to be initiated in 2013. As for the repopulation of fishes (number of fingerlings released into reservoirs annually) would be applicable to UHE Passo São João and PCH Barra do Rio Chapeu, however the release of exotic fingerlings is prohibited. As for to fingerlings in the region, the issue is still under discussion with environmental agencies. In 2012 the consumption of oils and greases (liters of lubricating oil used monthly for turbine water) was 1,500 liters per 2,252.83 hm3 (2,242.65 hm3 of turbine water at power plant in Passo São João and 10.18 hm3 of turbine water PCH in Barra do Rio Chapeu). Is not yet necessary to carry out removal of waste reservoirs. In 2012 there were no reports of release of wastewater without treatment, and there was no leakage of turbine oils. As for the indicators of ANEEL regarding thermal generation and wind energy, and the use of alternative energy sources in environmentally protected areas, they are not applicable to Eletrosul (in 2012, wind power in Special Purpose Entities (SPEs) and / or consortia). Annual And Sustainability Report Eletrosul 2012 | 153 Pantanal - Mato Grosso do Sul “The Pantanal is one haven of mother earth A masterpiece of Mato Grosso do Sul It consists of rivers, Wetlands and dense flora And a beautiful fauna and A colossal blue sky! Between diversity Fauna stand The gallant Ema Dapper Blue Macaw The graceful and beautiful Heron White Pantanal And the majestic and Imposing Tuiuiú! ... “ Wetland , a natural paradise! ...” Pantanal, um paraiso natural! Edson Amorim Pantanal - Mato Grosso do Sul 8. Awards and Recognition (GRI 2.10) Blue Macaw is a bird that inhabits mainly the Midwest region of Brazil. It has blue plumage with a bare yellow skin around the eyes and ribbon of the same color at the base of the jaw. Its beak is disproportionate, seemingly bigger than the skull itself. Their food in the wild consists of palm seeds, coconuts and especially licuri. 8. Awards and Recognition (GRI 2.10) Eletrosul awarded the Transparency Trophy Eletrosul is one of five private companies in Brazil awarded the Transparency Award, the National Association of Executives in Finance, Management and Accounting (ANEFAC), in partnership with the Institute of Accounting, Actuarial and Financial (FIPECAFI) and the Serasa Experian Company. This is the second time that Eletrosul has received the award. n event at the Federation of Industries in the state of Santa Catarina, on February, it was held the delivery of Ecology Expression Award, highest environmental award of the South region. At the time, Eletrosul received the trophy Green Wave, for the projects “Upper Uruguay” in the category “Environmental Control Technology” and “Efficient House”, in the category “Social and Environmental Technologies”. Eletrosul received ODM Certification During the Second State Symposium of the Millennium Development Goals, held in Florianópolis, Eletrosul received the ODM Certification in 2012. The company is one of the few organizations that have all their actions classified in the Millennium Development Goals (MDGs). “Efficient House” was a finalist for the COGE Foundation Award 2012 In its 12th edition of the COGE Foundation Award, Eletrosul was one of three finalists classified with “Efficient House”, in the category “Environmental Responsibility Initiatives.” 35 companies from the electric energy enrolled in four categories - Social Responsibility Initiatives, Training and Personnel Development, Management of Health and Safety at Work and Environmental Responsibility Initiatives. Annual And Sustainability Report Eletrosul 2012 | 159 Eletrosul among the largest on the magazine “Amanhã” Eletrosul is among the largest companies in the South, according to the ranking of the Top 500 South conducted by Amanhã magazine in partnership with the auditing firm PricewaterhouseCoopers (PwC). The state reached the 7th position among the 100 largest in Santa Catarina and 28th place in the South. The magazine analyzed the Value Weighted Greatness (VPG) of each company index, which results from the balance sheet and statements of income: equity (weighting 50%), gross revenues (40%) and income - net income or loss (10%) using as sources the official balance sheets published by the companies. According to the ranking, the VPG of Eletrosul reached BRL 1.92 billion. Building of Maintenance Sector in Campos Novos receives energy efficiency label A The new facilities of the Sector for Maintenance of Campos Novos - the first commercial building sustainable of Eletrosul – obtained the label ”Level A” energy efficiency in accordance with the Brazilian Labeling Program (PBE). 160 | Annual And Sustainability Report Eletrosul 2012 The building, which has two floors totaling 560 square meters of building area, includes, among other solutions a sustainable tower, seeking energy efficiency and rational use of water. The tower contains a sustainable elevated reservoir of drinking water, three thousand liters, solar heating system of water and a system for collection of rain water, with a reservoir of about 10,000 liters. The project has participated in exhibitions and events and received awards. Eletrosul receives the award “Brazil Environmental Action” The award “Brazil Environmental Action” honored the major personalities and companies that contributed to the preservation of the environment and promotion of innovations in various sectors of the economy. Eletrosul received the award for the project Alto Uruguay (1st phase) in the category “Best Work in Energy Efficiency.” The Alto Uruguay is a project of Eletrobras, in partnership with Eletrosul, Movement of People Affected by Dams (MAB) Unochapecó Research Institute of Urban and Regional Planning Federal University of Rio de Janeiro (IPPUR / UFRJ) and municipal governments. 8. Awards and Recognition (GRI 2.10) ISO Certification Pantanal - Mato Grosso do Sul 9. IBASE Alligator from Pantanal is a reptile measuring from 2 to 3 meters long and lives primarily in Pantanal, the Midwest region of Brazil. Its color pattern is quite varied, with the back particularly dark, with yellow transverse bands, especially around the tail. Even with its mouth closed is possible to see many teeth, which cause the gator to be sometimes called Pirana-Gattor. Their diet consists of fish, molluscs and crustaceans. The stool from this alligator provides food for many fish. 9. IBASE (Amounts in BRL Thousand) 1 – Wealth Generation and Distribution In 2012 In 2011 Distribution of added value -21,5% government 46,4% employees 19,3% government 35,7% employees The Value-Added Statement (VAS) is presented, in full, in the Financial Statement. 11,2% shareholders 63,9% financiers 12,4% shareholders 32,6% financiers In 2012 In 2011 206,138 204,619 203,967 202,690 2,171 1,930 16.02 16.10 1.05 1.00 2 – HUMAN RESOURCES 2.1 – Remuneration Gross Payroll (GP) Employees Administrators Ratio between lowest and highest remuneration Employees Administrators 2.2 – Benefits Granted Total (BRL thousand) % over GP % over NI Total (BRL thousand) % over GP % over NI Payroll charges 72,661 35.25% 6.31% 70,074 34.25% 8.29% Food 19,021 9.23% 1.65% 19,234 9.40% 2.28% 299 0.15% 0.03% 197 0.10% 0.02% Private Pension Plan 25,745 12.49% 2.24% 58,631 28.65% 6.94% Health 19,128 9.28% 1.66% 16,665 8.14% 1.97% Occupational health and safety 2,089 1.01% 0.18% 1,796 0.88% 0.21% 4,119 2.00% 0.36% 3,933 1.92% 0.47% - 0.00% 0.00% - 0.00% 0.00% Professional training and development 3,063 1.49% 0.27% 4,085 2.00% 0.48% Profit Sharing 31,772 15.41% 2.76% 33,196 16.22% 3.93% Others 6,270 3.04% 0.54% 5,931 2.90% 0.70% 184,167 89.35% 16.00% 213,742 104.46% 25.29% Transportation Education or child-care assistance Culture Total Continues... Annual And Sustainability Report Eletrosul 2012 | 165 ...continuation 2.3 – Breakdown of Workforce In 2012 In 2011 1,546 1,555 9 83 18 134 219 124 26 31 469 404 1,278 1,288 268 267 – – Between 18 and 35 years of age 494 551 Between 36 and 60 years of age 1,019 983 33 21 – – 14 14 High School 143 144 Technical Secondary School 570 575 Higher Education 528 530 Graduate course 291 292 Number of employees at the end of fiscal year Number of hires Number of terminations Number of interns at the end of fiscal year Number of employees with special needs at the end of fiscal year Number of outsourced workers at the end of fiscal year Number of employees by gender: Men Women Number of employees by age group: Under 18 years of age Over 60 years of age Number of employees by education level Illiterate Elementary/Middle School Percentage of individuals in management positions, by gender 86.67% 81.48% 13.33% 18.52% 2.4 – Labor Contingencies and Liabilities In 2012 In 2011 Number of labor suits against the entity 1,255 1,193 Number of labor suits deemed valid 41 75 Number of labor suits deemed groundless 82 81 1,208 737 Men Women Total severance pay and fines resulting from legal procedures Continues... 166 | Annual And Sustainability Report Eletrosul 2012 9. IBASE ...continuation Total (BRL % over GP % over NI 1,959 -0.82% 0.17% 885 -0.37% 4,116 Total (BRL % over GP % over NI 2,052 1.77% 0.24% 0.08% 362 0.31% 0.04% -1.71% 0.36% 6,085 5.27% 0.72% 675 -0.28% 0.06% 654 0.57% 0.08% - 0.00% 0.00% - 0.00% 0.00% Job and income generation 1,340 -0.56% 0.12% 1,352 1.17% 0.16% Others 1,528 -0.64% 0.13% 2,515 2.17% 0.30% 10,503 -4.38% 0.92% 13.020 11.26% 1.54% 139,429 -58.04% 12.11% 119,293 103.14% 14.12% - 0.00% 0.00% - 0.00% 0.00% 149,932 -64.42% 13.03% 132,313 114.40% 15.66% 3 – Interaction with the environment thousand) thousand) 3.1 – Relationship with the community Total investments in Education Culture Health and infrastructure Sports and Leisure Food Total investments Taxes (excluding payroll taxes) Financial compensation for the use of water resources Total – relationship with the community 3.2 – Interaction with suppliers In the social responsibility criteria used for selecting its suppliers, controls are required in compliance with specific laws and rules regarding Procurement Law No. 8,666, of 06/21/1993, Law No. 10,520, of 07/17/2002, and Decree No. 5,450, of 05/31/2005. Satisfaction surveys are conducted, focusing on the supplier registration system and on the electronic bidding system. The company verifies compliance with issues such as staff training and remuneration, uniform, food, and the health and safety of employees and contractors. Annual And Sustainability Report Eletrosul 2012 | 167 ...continuation Total (BRL thousand) % over GP % over NI Investments and expenditures in maintenance of operational processes for improvements in the environment 6,311 -2.63% 0.55% Investments and expenditures in the conservation and/or recovery of disturbed environments 7,540 -3.14% 38 Total (BRL % over GP % over NI 154 0.13% 0.00% 0.66% 3,063 2.64% 0.36% -0.02% 0.00% 3 0.00% 0.00% 1 0.00% 0.00% 124 0.11% 0.01% 7,044 -2.93% 0.61% 6,623 5.73% 0.78% Number of environmental, administrative and legal suits filed against the entity - 0.00% 0.00% - 0.00% 0.00% Total monetary value of fines and compensation related to environmental issues, determined administratively and/ or legally - 0.00% 0.00% - 0.00% 0.00% Environmental liabilities and contingencies - 0.00% 0.00% - 0.00% 0.00% 20,934 -8.72% 1.82% 9,967 8.60% 1.15% 4 – Interaction with the Environment Investments and expenditures in environmental education provided to employees, outsourced workers, self-employed individuals, and managers of the entity Investments and expenditures in environmental education for the community Investments and expenditures with other environmental projects Total interaction with the environment thousand) 5 – Other information 168 Net Income (NI) 1,151,122 844,917 Operating Results (OR) -240,214 115,659 | Annual And Sustainability Report Eletrosul 2012 9. IBASE Pantanal - Mato Grosso do Sul 10. Perspectives Jaguar is a feline found mostly in places with great presence of water. It is known to enjoy swimming and walks usually alone. It is an important predator, playing a key role in stabilizing ecosystems and regulating the populations of several species of prey. 10. Perspectives Considering the positive results obtained in 2012, a year marked by the completion and progress of the works of major transmission projects and power generation, is even more promising the scenario for Eletrosul in 2013. For the first half of the year is expected to start commercial generation of the Sao Domingos Power Plant, in Mato Grosso do Sul, and Small Hydroelectric in Barra do Rio Chapeu and in João Borges, in Santa Catarina. Also for next year the first turbines of the hydroelectric plant Jirau, on the Madeira River in Rondônia, will begin operations with 3,750 MW of installed capacity, increasing the energy security of the country. Still for the first half of 2013, it is expected that the Livramento Wind Complex in Rio Grande do Sul, will be taking advantage ofthe full potential of the winds in the region to generate clean energy with an installed capacity of 79 MW. For this period, it is estimated to begin construction of the Geribatu and Chui Wind Complex and that along with the Wind Complex Cerro Chato in expansion will reaffirm the strong presence of Eletrosul in the renewable energy market. Also focusing on sustainability and implementation of alternatives to diversify the Brazilian energy matrix, the expectation revolves around the implementation of the Megawatt Solar Project, the first solar plant in large scale public building, which may be in full operation during the first half of the year. From the announcement of the Provisional Measure 579, throughout 2013, Eletrosul, as well as other concessionaires in the industry, will have to adapt to this new reality, adjust to the reduction of their income, without leaving aside investments in projects that are being implemented and are of utmost importance for the energy security of our country. Between 2013 and 2016, Eletrosul should invest close to BRL 2 billion in own projects and partnerships. More than BRL 1.5 billion in generation and BRL 572 million in transmission, contributing to the expansion and dependability of the Brazilian energy sector. Through this incessant and innovative work, Eletrosul will continue to play a key role into the Brazilian electricity sector and also for the whole society. After all, for us, promoting sustainable development is part of our business. Annual And Sustainability Report Eletrosul 2012 | 173 Pantanal - Mato Grosso do Sul 11. Acknowledgment Jabiru is a wading bird. The body plumage is white and the legs are black. Neck is black with a red chat. May reach up to 1.4 meters long, 1.60 tall and weigh 8 quilos. Its wingspan (measured from a wing tip to the other) can reach almost 3 meters! The grown beak can be 30 centimeters, is black and very strong. The female is generally smaller than the male. 11. Acknowledgment In the face of the achievements made in 2012, the Directors of the company give a special acknowledgement to all employees, whose dedication was instrumental in consolidating Eletrosul as a generator and transmitter in energy and becoming the industry’s benchmark. We also thank the shareholders for their trust in the company. For the support, customers, suppliers and society, we record our gratitude. The successful path that has been trodden by Eletrosul is due to the joint efforts and belief in the importance of this work for the growth and development of the country. Thus, we count on the continuation of this partnership, in order to make Eletrosul increasingly more just, ethical and sustainable. Headquarters Annual And Sustainability Report Eletrosul 2012 | 177 Victoria amazonica - Rondônia 12. Financial Statements and Notes Summary Report By Independent Auditors Fiscal Council Assessment Properties Balance Results Evidence Comprehensive Results Evidence Statement of Changes In Net Worth Statement of Cash Flows Statement of Added Value Explanatory Notes to the Financial Statements 180 183 185 186 187 188 190 193 195 * Information not audited by independent auditors Victoria amazonica is a genus of water-lilies, a plant whose flowers can be white, lilac, purple, pink or yellow. Expels a fragrance called by Europeans night of “pink lake”, remaining open until about 9 am the next day. Once the flowers open, their strong odor attracts pollinators that land on it and become prisoners. Report By Independent Auditors Independent auditors’ report on the financial statements To Management and Shareholders Eletrosul Central Electric S/A We have audited the individual financial statements of Eletrosul Central Electric S/A (“Company”) which comprise the balance sheet of December 31, 2012 and the related statements of income, comprehensive income, changes in equity and cash flows for the year ended at that date, and the related consolidated statements of Eletrosul Central Electric S/A and its subsidiaries (“Consolidated”) which comprise the consolidated balance sheet at December 31, 2012 and the related consolidated statements of income, comprehensive income, changes in shareholders’ profit and cash flows for the year then ended, as well as the outcome of the main accounting policies and other explanatory notes. Management’s responsibility for the financial statements The Company’s management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting practices adopted in Brazil and for the internal control as management determines is necessary to enable the preparation of financial statements free from material misstatement, whether due to fraud or error. Independent auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit, conducted in accordance with Brazilian and International Standards on Auditing. Those standards require that the auditor comply with ethical requirements and that the audit be planned and performed in order to obtain reasonable assurance about whether the financial statements are free of wrongful material. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of wrongful material on the financial statements, whether due to fraud or error. In this risk assessment, the auditor considers internal control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of internal controls of the Company. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements taken as a whole. We believe that the audit evidence obtained is sufficient and appropriate to base our opinion. 180 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Opinion In our opinion, the financial statements referred to above present fairly, in all relevant respects, the financial position of Eletrosul Central Electric S/A and Eletrosul Central Electric S/A and its subsidiaries (Consolidated) on December 31, 2012, the performance of its operations and its cash flows and the consolidated results of its operations and its cash flows for the year then ended in accordance with accounting practices adopted in Brazil. Emphasis As described in Note 1 d on September 11, 2012, the Federal Government issued Provisional Measure 579, which deals with extensions of concessions generation, distribution and transmission of electricity, and on reducing the burden on sectorial taxes. This interim measure was converted on January 11, 2013 to Law. 12.783/2013 and became regulated by the Decree 7.891/2013 on January 23, 2013. The new rates and the amount of compensation was disclosed by the Ordinance n. 579 of the Ministry of Mines and Energy and the Interministerial Ordinance n. 580 of the Ministry of Mines and Energy and the Department of Treasury, published on an extraordinary issue of the Official Gazette of November 1, 2012. The Company accepted the conditions of early renewal of concessions forecasted on the Provisional Measure 579 (Law 12.783/13), signing on December 4, 2012 the extension of concessions contracts affected, passing all assets associated with the contract for the Union, under the Company’s management. The Decree. 7.891/2013 in article 15, § 2, authorizes the grantor to pay, in the form of regulation for utilities that opt for extension of concessions of electricity transmission achieved by § 5 of article 17 of Law n. 9074, 1995, the value related to assets considered not impaired available in May 31 of 2000, registered by the dealership and recognized by ANEEL. Additionally, the Decree 7850/2013 in its Article 2 stipulates that until December 31, 2013 additional information must be submitted to ANEEL by running the basic design for the calculation of investments not amortized until December 31, 2012. The values of the transmission and generation assets covered this situation corresponds to BRL 514,924 and BRL 519,413, respectively, at December 31, 2012 and 2011 and were determined by management based on their best estimates and interpretation of the legislation above, as described in Note 1 d and may change until the final approval of the same. Other issues Supplementary Information - Statement of value added We have also audited the individual and consolidated statements of value added (DVA) for the year ended on December 31, 2012, which presentation is being made voluntarily by the Company. Annual And Sustainability Report Eletrosul 2012 | 181 These statements were submitted to the same audit procedures described above and, in our opinion, are fairly stated, in all relevant respects, in relation to the financial statements taken as a whole. 182 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Fiscal Council Assessment FISCAL COUNCIL ASSESSMENT The members of the Fiscal Council of Eletrosul Centrais Elétricas S/A, the undersigned, having examined the Administrative Annual Report and the Financial Statements raised on December 31, 2012, comprising the Balance Sheet, Statement of Income, Statement of Changes in Net Worth , Statement of Added Value, Statement of Cash Flows and related Notes, together with the opinion issued on March 21, 2013, without qualification, by the auditing firm PricewaterhouseCoopers, and the proposed allocation of net income, as follows: BRL 3,292 thousand to the legal reserve; £ 15,635,000 for payment to shareholders as minimum dividends for the year 2012 and U.S. $ 46,906.00 as proposed additional dividends; understand that the statements fairly present the equity and financial position of Eletrosul Centrais Elétricas S/A, on that date, and that the proposed allocation of net income is in line with the law and the bylaws of the Company, being able to be submitted, along with the Annual Report of Directors, for approval of the Shareholders at the next Ordinary General Meeting. Florianópolis, March 22nd, 2013. Annual And Sustainability Report Eletrosul 2012 | 183 Balance Sheet On December 31st 2012 and December 31st 2011 (in thousands of BR-Reais) ASSETS Controlling Company Note 2012 2011 Consolidated 2012 2011 CURRENT Cash and cash equivalence 4 87,454 257,339 612,806 624,187 Clients 6 141,835 107,185 169,037 127,475 Financial asset – concession of public service 7 16,434 118,851 57,232 152,543 Indemnification credit – Law 12.783/13 8 1,404,632 – 1,404,632 – 9 140,068 127,639 140,068 127,639 Dividends to receive 10 23,052 10,493 – – Tributes to recover 12 29,582 30,983 51,593 42,509 32,318 30,767 32,318 30,767 Warehouse Escrow and equity-linked deposits 5 55,352 2,019 57,985 27,311 Other assets 14 69,410 75,031 114,058 76,720 2,000,137 760,307 2,639,729 1,209,151 NON-CURRENT Long-term Realizable Asset Indemnification credit – Law 12.783/13 8 620,651 – 620,651 – Credits for renegotiated energy – Law 8.727/93 9 438,586 479,752 438,586 479,752 Tributes to recover 12 41,435 62,463 153,752 131,960 Net deferred fiscal asset 15 319,214 – 322,302 – Escrow and equity-linked deposits 5 45,718 29,514 61,675 45,911 Advance for capital increase 13 31,898 367,527 – – Financial asset – concession of public service 7 969,776 2,400,742 2,672,826 3,618,110 Other assets 14 41,014 16,819 59,549 21,253 2,508,292 3,356,817 4,329,341 4,296,986 Investiments 16 2,547,215 1,348,816 3,277 3,281 Fixed Assets 17 2,012,129 1,538,955 5,464,638 3,735,612 Intangible 18 83,274 79,795 230,848 228,760 7,150,910 6,324,383 10,028,104 8,264,639 9,151,047 7,084,690 12,667,833 9,473,790 TOTAL ASSET The explanatory notes are an integral part of the financial statements. 184 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Balance Sheet On December 31st 2012 and December 31st 2011 (in thousands of BR-Reais) LIABILITY AND NET EQUITY Controlling Company Note Consolidated 2012 2011 2012 2011 CURRENT Financing and Loans 21 180,526 149,408 479,567 265,903 Suppliers 20 70,540 109,546 210,590 325,022 36,775 52,049 37,670 52,686 45,329 46,324 63,770 61,303 Payroll Tributes to recover 22 Dividends Payable 45 15,636 24,552 16,272 24,552 Estimated bonds 23 64,942 63,388 247,360 65,574 Benefit post-employment 30 13,158 13,534 13,158 13,534 Research and Development 26 26,331 29,477 29,557 31,887 Provision for onerous contracts 24 28,673 7,215 28,673 7,215 Other Liability 28 168,781 41,899 213,711 56,779 650,691 537,392 1,340,328 904,455 NON-CURRENT Financing and Loans 21 1,852,407 1,692,082 4,566,505 3,639,933 Taxes payable 22 109,762 136,476 109,762 136,476 Net deferred fiscal liability 15 – 118,001 – 112,972 Provision for risks 25 120,366 52,235 170,068 52,545 Benefit post-employment 30 239,011 71,574 239,011 71,574 Advance for capital increase 13 554,930 1,810,793 554,930 1,833,233 Provision for onerous contracts 24 930,327 – 930,327 – Concession payable Use of public asset 27 26,507 21,200 68,867 58,416 Other Liability 28 NET EQUITY 7,269 13,659 14,797 19,136 3,840,579 3,916,020 6,654,267 5,924,285 31 Capital stock 3,740,410 1,577,686 3,740,410 1,577,686 Profits reserve 1,059,172 1,055,880 1,059,172 1,055,880 Adjustments of Evaluation sheet (186,711) (75,940) (186,711) (75,940) Aditional proposed dividend Non-Controlling interest TOTAL LIABILITY AND NET EQUITY 46,906 73,652 46,906 73,652 4,659,777 2,631,278 4,659,777 2,631,278 – – 13,461 13,772 9,151,047 7,084,690 12,667,833 9,473,790 The explanatory notes are an integral part of the financial statements. Annual And Sustainability Report Eletrosul 2012 | 185 Result Statements Financial years ended on December 31st 2012 and 2011 (in thousands of BR-Reais) Note NET OPERATIONAL INCOME Controlling Company 2012 2011 38 1,151,122 Consolidated 2012 2011 844,917 1,824,859 1,360,393 OPERATING COST Cost with Electric Power Purchased power for resale Provision (reverse) loss onerous contract Operating Cost Staff, material and outsourced services (159,526) (124,603) (110,583) (166,247) (159,532) (124,603) 24 (6,715) 14,020 (6,715) 14,020 41 (255,117) (219,650) (285,432) (223,125) (224,953) (213,270) (230,702) (214,343) – (33,994) 41 (166,241) Depreciation and amortization (12,245) Provision for doubtful debt (9,477) (2,247) (12,886) 41 (2,511) (7,285) (15,775) (9,831) (9,405) (10,312) (16,183) (10,312) 41 (82,730) (92,201) (557,410) (514,193) 41 (281,391) (216,995) (302,419) (234,239) 4,444 Other Cunstructon Cost 637,629 GROSS OPERATING PROFIT Operating Expenses 356,238 SERVICE RESULT Other income and Operating Expenses 412,171 195,176 33,675 4,444 799,587 497,168 – 3,560 502,180 267,941 39 Recoverable value of assets (Impairment) 43 (163,703) (122,246) (227,751) (144,696) 19 (149,672) (41,587) (149,672) (41,587) 24 (896,494) Onerous Contracts 49,700 3,152 Equity income Financial Result – (14,084) 50,641 – (896,494) (14,339) 50,649 (818,015) 115,659 (791,088) 132,307 577,802 – 577,802 – (240,213) 115,659 (213,286) 132,307 306,046 (12,287) 281,797 68,511 104,630 65,833 103,372 65,833 103,372 Number of common stock 90,261,115 48,906,141 90,261,115 48,906,141 Weighted-average common shares 52,871,686 48,906,141 52,871,686 48,906,141 Other Net Income/Expense 44 OPERATING PROFIT BEFORE LAW 12.783/13 Indemnities Law 12.783/13 1d, 8 OPERATING PROFIT AFTER LAW 12.783/13 Income tax and social contribuition 45 65,833 NET INCOME Attributable to: Controlling shareholders Non-Controlling shareholders Basic profit per common share Diluted earnings per common share – The explanatory notes are an integral part of the financial statements. 186 – (9,405) (-) Expense Recovery Cost of services rendered to third parties (110,583) | Annual And Sustainability Report Eletrosul 2012 0.73 1.25 103,372 – 2.11 2.11 2,678 0.73 1.25 – (27,677) 1,258 2.11 2.11 13. Financial Statements and Notes Comprehensive Statements of Result Financial years ended on December 31st 2012 and 2011 (in thousands of BR-Reais) Controlling Company NET INCOME Adjustments of cash flow hedges Adjustments of actuarial gains (losses) Deferred income tax and social contribuition COMPREHENSIVE INCOME Consolidated 2012 2011 2012 2011 65,833 103,372 68,511 104,630 12,701 2,310 12,701 2,310 (178,246) (33,746) (178,246) (33,746) 54,774 5,501 54,774 5,501 (44,938) 77,437 (42,260) 78,695 The explanatory notes are an integral part of the financial statements. Annual And Sustainability Report Eletrosul 2012 | 187 188 – – – Adjustments of cash flow hedges Approved dividend AGO Net income | Annual And Sustainability Report Eletrosul 2012 – Proposed additional dividends BALANCE ON 31/12/2011 Non-controlling interests – Minimal compulsory dividend (BRL 0,50 per stock) – 1,055,880 – – 5,169 – – – – 1,050,711 1,577,686 1,055,880 – 1,577,686 – Statutory reserve Application for AGO – 1,577,686 Reserve Capital Adjustments of actuarial gains (losses) Comprehensive income BALANCE ON 31/12/2010 Profits Social dividends sheet (75,940) 73,652 – 73,652 (75,940) – 73,652 – – – (57,991) – – – – – – – 2,631 (28,566) 57,991 additional of Evaluation (50,005) Proposed Adjustments – – – (73,652) (24,551) (5,169) 103,372 – – – Earnings Retained 2,631,278 – 2,631,278 – (24,551) – 103,372 (57,991) 2,631 (28,566) 2,636,383 Partners Company Controlling Net Equity of 13,772 13,803 (31) – – – – – – – (31) controlling of non- Participation 2,645,050 13,803 2,631,247 – (24,551) – 103,372 (57,991) 2,631 (28,566) 2,636,352 Consolidated Net Equity Statement of Changes in New Worth Financial years ended on December 31st 2012 and 2011 (in thousands of BR-Reais) Continues... – – Minimal compulsory dividend (BRL 0,17 per stock) Proposed additional dividends – 3,740,410 Non-controlling interests BALANCE ON 31/12/2012 3,740,410 – Statutory reserve Application for AGO – Net income 2,162,724 Incorporação do AFAC ao capital – – Adjustments of cash flow hedges Approved dividend AGO – Adjustments of actuarial gains (losses) Comprehensive income 1,059,172 (186,711) – (186,711) 1,059,172 – – – – – – – 8,304 (119,075) – – 3,292 – – – – – 46,906 – 46,906 46,906 – – – (73,652) – – – – – – (46,906) (15,635) (3,292) 65,833 – – – – 4,659,777 – 4,659,777 – (15,635) – 65,833 (73,652) 2,162,724 8,304 (119,075) 13,461 (311) 13,772 – – – – – – – – 4,673,238 (311) 4,673,549 – (15,635) – 65,833 (73,652) 2,162,724 8,304 (119,075) 13. Financial Statements and Notes ...continuation The explanatory notes are an integral part of the financial statements. Annual And Sustainability Report Eletrosul 2012 | 189 Cash Flow Statements December 31st 2012 and 2011 (in thousands of BR-Reais) Controlling Company 2012 2011 Consolidated 2012 2011 OPERATING ACTIVITIES Income before income tax and social contribuition (240,213) 115,659 (213,286) 132,307 (423,875) (320,932) (566,199) (396,684) 534,939 422,587 659,155 323,520 Depreciation and amortization 14,340 2,542 36,172 2,557 Premium Equities Amortization 8,937 22,336 9,037 22,336 Monetary Variation (9,009) 14,360 (5,727) 14,360 Financial Charges Generated 252,082 165,928 439,250 284,577 Equity Results of Accounting (49,700) (33,675) – – (631) 5,085 (631) 5,085 149,672 41,587 149,672 41,587 (577,802) – (577,802) – Loss of permanent asset 5,147 328 5,981 328 Contingency provisionss 67,227 (4,718) 67,227 (4,718) Allowance for possible loan losses 9,477 2,247 9,405 2,511 Comp. Aposent. Especial/Actuarial liability 1,053 14,321 1,053 14,321 903,209 (14,020) 903,209 (14,020) – (74,166) – (74,166) Actuarial liability (CVM 695) (4,213) (18,510) (4,213) (18,510) Other 13,775 16,590 15,661 (1,445) 894,628 241,890 1,141,250 201,639 Expenses (revenues) with no effect on cash Financial Asset Earning Financial Asset Amortization Adjustment of present tributs value Reduction of Recoverable value of assets (Impairment) Indemnities Law 12.783/13 Provision for loss with onerous contract Gain on valuation of the percentage held previously Continues... 190 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes ...continuation (Increase) decrease operational assets Clients (44,907) (18,287) (51,756) (30,728) Credits of renegotiated energy received 144,211 178,512 144,211 178,512 Tributes to recover 82,044 (37,445) 28,739 (52,415) (260,043) 16,087 (263,328) 9,071 185 581 185 581 Escrow, funds and equity linked (69,538) 21,422 (46,442) 28,539 Other credits (15,320) (10,656) (47,533) (17,869) (163,368) 150,214 (235,924) 115,691 (39,006) (6,045) (135,163) 144,285 Payroll (15,274) 12,448 (15,031) 12,646 Tributes to recover 285,222 (24,252) 275,610 (14,125) (118,001) (35,302) (112,775) (33,572) (30,218) (94,470) 150,014 (94,292) 5,180 28,399 5,180 28,399 (3,146) 5,463 (2,330) 7,205 118,306 35,384 203,014 43,986 203,063 (78,375) 368,519 94,532 Cash provided by operational activities 694,110 429,388 1,060,559 544,169 Payment of financial charges (138,587) (117,801) (188,129) (134,284) 175 49 175 49 (57,424) (33,075) (70,485) (34,879) 8,920 (6,976) 8,920 (6,976) 507,194 271,585 811,040 368,079 Deferred fiscal asset Warehouse Increase (derease) on operational liabilities Suppliers Deferred fiscal liability Estimated bonds Entity of complementary welfare Estimated bondsResearch and Development Other Liability Receipt of financial charges Income tax and social contribuition payed Judicial deposits Net cash of operational activities Annual And Sustainability Report Eletrosul 2012 | 191 Cash Flow Statements December 31st 2012 and 2011 (in thousands of BR-Reais) Controlling Company Consolidated 2012 2011 2012 2011 Financial asset (82,730) (92,201) In fixed asset (515,362) (501,425) (1,820) (81,062) (1,904) (80,208) (842,595) (662,399) – 26,284 18,791 24,093 – – 36 27 36 60 (1,423,680) (1,312,967) (2,352,282) (2,164,797) Loans and financing obtained 241,427 365,368 1,173,271 1,290,708 Advance for future capital increase (AFAC) 728,630 972,279 706,130 990,009 Payment of loans and principal financing (102,754) (73,165) (226,713) (117,276) Payment of remuneration to stockholders (106,501) (86,293) (108,626) (86,293) (14,201) (15,028) (14,201) (15,028) 746,601 1,163,161 1,529,861 2,062,120 (169,885) 121,779 (11,381) 265,402 Cash and equivalent of cash in the beginning of period 257,339 135,560 624,187 358,785 Cash and equivalent of cash in the end of period 87,454 257,339 612,806 624,187 INVESTIMENT ACTIVITY In intanglible asset In corporate participation Remuneration receipt of corporate investiment Other investiments Net cash of investiments activities (557,410) (1,793,004) (514,193) (1,596,740) ATIVIDADES DE FINANCIAMENTO Payment debt complementary welfare Total of financing activities Variation High on cash and equivalent of cash The explanatory notes are an integral part of the financial statements. 192 | Annual And Sustainability Report Eletrosul 2012 159,526 Cost building the generation line Electric power purchased for resale 180,821 65,471 259,336 Other financial income 588,597 115,472 Income over energy credits renegotiated (=) Total added value to distribute 4,158 28,693 834,553 113,226 29,762 49,700 33,675 653,732 2,542 656,274 Financial application income 329,261 14,340 343,601 24,544 823,038 52,610 – (16,450) (14,020) 41,587 2,515 124,603 489,194 92,201 69,109 9,755 1,479,312 1,953,827 896,494 46,324 6,715 149,672 2011 01 - ADDED VALUE % Controlling Company Equity income (+)Added value received by transfer (=) Net added value ( - ) Depreciation and amortization (=) Gross added value Other Provision (reversion) on onerous contract for purchasing energy Provision (reversion) for contingency Provision (reversion) losses on commercialization Recoverable value of assets (Impairment) 2,736 467,083 Cost building the transmission line Insurance 79,613 82,730 Third-party service 10,324 2,297,428 Materials ( - ) Input acquired from third-party Transmission, generation and services income Income 2012 % 902,981 225,843 69,300 115,472 41,071 – 677,138 36,172 713,310 3,092,420 57,165 896,494 46,324 6,715 149,672 2,949 159,532 467,083 557,410 737,855 11,221 3,805,730 2012 993,466 162,929 5,853 113,226 43,850 – 830,537 2,557 833,094 1,836,377 26,765 – (16,450) (14,020) 41,587 2,853 124,603 489,194 514,193 657,511 10,141 2,669,471 2011 Consolidated % % 13. Financial Statements and Notes Added Value Statement December 31st 2012 and 2011 (in thousands of BR-Reais) Continues... Annual And Sustainability Report Eletrosul 2012 | 193 194 The explanatory notes are an integral part of the financial statements. | Annual And Sustainability Report Eletrosul 2012 0.50 2,931 Added value distributed Retained earnings 100.00 11.18 588,597 0.56 3,292 7.96 65,833 46,906 Proposed additional dividends 2.66 63.93 376,270 15,635 40.51 238,413 Minimal compulsory dividend Stockholders Others financial expenses Rent 6.09 35,835 Monetary variation 15.87 93,415 Charges of debts 0.96 5,676 Charges overs tributes Funders (21.48) (126,460) (13.67) (38.33) (80,445) 7.74 (225,601) 45,546 Social charges 6.21 16.57 Social Contribuition 36,533 Income Tax 97,507 Tributes (PIS/PASEP,COFINS, ISS) Regulatory charges Government 0.18 46.37 1,053 272,954 Special retirement/Actuarial liability 3.51 20,653 Contingency/Workers Compensation 42.68 251,248 Remuneration/Benefits/FGTS Staff % 2011 Controlling Company 834,553 103,372 5,169 73,652 24,551 271,812 146,703 2,420 37,915 77,395 7,379 161,045 8,488 3,799 44,552 36,091 68,115 298,324 14,321 11,732 272,271 % 100.00 12.39 0.62 8.83 2.94 32.56 17.58 0.29 4.54 9.27 0.88 19.30 1.02 0.46 5.34 4.32 8.16 35.75 1.72 1.41 32.62 02 - ADDED VALUE DISTRIBUTION 2012 902,981 68,511 5,970 46,906 15,635 574,862 359,693 4,411 41,244 163,774 5,740 (25,343) (208,032) (73,765) 47,995 42,347 166,112 284,951 1,053 20,653 263,245 2012 100.00 7.58 0.66 5.19 1.73 63.67 39.83 0.49 4.57 18.14 0.64 (2.81) (23.04) (8.17) 5.32 4.69 18.39 31.56 0.12 2.29 29.15 993,466 104,630 6,427 73,652 24,551 389,391 150,667 3,311 40,349 187,650 7,414 193,213 19,641 8,037 45,181 39,242 81,112 306,232 14,321 11,732 280,179 2011 Consolidated % 100.00 10.53 0.65 7.41 2.47 39.20 15.17 0.33 4.06 18.89 0.75 19.45 1.98 0.81 4.55 3.95 8.16 30.82 1.44 1.18 28.20 % ...continuation 13. Financial Statements and Notes Explanatory notes to financial statements (Controlling Company and Consolidated) Financial years ended on December 31, 2012 (in thousands of BR-Reais, except when otherwise stated) NOTE 1 – GENERAL INFORMATION a) The Company Eletrosul Centrais Elétricas S/A (“Eletrosul”, “Company” or “Controlling Company”), is a mixed capital federal company, closed capital, controlled by Centrais Elétricas Brasileiras S/A (Eletrobras) and is headquartered at Mr. Edu Antonio Vieira Street, 999, Pantanal Neighborhood, Zip Code 88040-901, Florianopolis, State of Santa Catarina. It was established on December 23, 1968 and its main activities are the generation and transmission of electric energy through its own investments and its controlled companies, being present in the states of Santa Catarina, Paraná, Rio Grande do Sul, Mato Grosso do Sul, Mato Grosso, Pará and Rondônia. Eletrosul’s electric energy transmission system has 10,382.1 km of transmission lines and power transformation 23,087.0 MVA in 39 substations and a frequency converter on the border of Brazil and Argentina. In addition to its own facilities, the Company provides services or equipment operation and / or maintenance in over 31 substations and systems integration with Uruguay (Rivera) and Argentina (Garabi). The park generator itself consists of three (3) hydroelectric plants and two (2) PCH. In addition to the transmission system and its own, generation park the Company takes part in other companies, for implementation and operation of systems composed of 4,448.3 km of transmission line, 11 substations with transformation capacity of 3,064 MVA, 1 collector substation with transmission capacity of 800 MW, two hydroelectric plants with an installed capacity of 5,570 MW and 24 wind parks with installed capacity of 570.0 MW b) Commercial operation of generation and transmission enterprises Passo São João Hydroelectric Plant Passo São João Power Plant began commercial operations on March 24, 2012 with the first generating unit and July 6, 2012 with his second generating unit. The plant is located in the state of Rio Grande do Sul, has an installed power of 77 MW and 39 MW of assured energy. Maua Hydroelectric Plant The Maua Hydroelectric Plant began commercial operations on November 22, 2012 with the first generating unit on 14 and 22 December 2012, with the third generating unit with a total of 5 units. The plant is located in Rio Tibaji in the state of Paraná in consortium with Copel. Eletrosul holds 49% of the project, which has a total installed capacity of 363 MW and 197.7 MW of assured energy. Barra do Rio Chapeu Small Hydroelectric Plant The PCH Barra do Rio Chapeu began operations in the testing phase on 19 December 2012. The PCH is located in the southern state of Santa Catarina and has an installed capacity of 15.1 MW and 8.6 MW of assured energy. Porto Velho Transmitter of Energy S/A The Porto Velho collector substation since August 28, 2012 is in full commercial operation. The collector substation with transmission capacity of 800 MVA is located in Porto Velho, state o Rondonia. c) New Corporate Holdings South Coastal Transmitter of Energy S/A Established in July 2012 with equity participation of 51% by Eletrosul and 49% by CEEE, is intended solely to the construction, operation and maintenance of 525 kV Transmission Line Nova Santa Rita - Povo Novo - Marmeleiro - Santa Vitória do Palmar Annual And Sustainability Report Eletrosul 2012 | 195 in simple circuits; SE 525/230 kV 672 MVA Povo Novo; 525 kV SE Marmeleiro, SE 525/138 kV Santa Vitória do Palmar 75 MVA and 230 kV Section of Camaqua 3 - Quinta in SE Povo Novo in double circuit, all located in the state of Rio Grande do Sul Teles Pires Investments S/A On December 5, 2012, was effected the transfer of shares corresponding to 24.50% Eletrosul owned in the Company Teles Pires for the Teles Pires Investments S/A (TPP), which has as corporate purpose the participation in Teles Pires Hydroelectric Company , which owns the Teles Pires plant. With the transfer of the shares of the shareholder, Eletrosul and Furnas shareholders, the shareholding of the TPP became the following: Neonergia, 50.56%, Eletrosul, 24.72% and 24.72% Furnas. Thus, the participation in the TPP Teles Pires Company increased to 99.10%, remaining Odebrecht with 0.90% of the share capital. d) Extension of Grants for Public Service of Electric Energy – Law 12.783/13 On September 11, 2012, the Federal Government issued Provisional Measure No. 579, on the extensions concessions generation, distribution and transmission of electricity, and the reduction of charges targeting sectoral reasonable tariffs. This interim measure was converted into January 11, 2013 in Law No. 12.783/2013 and became regulated by Decree 7.891/2013 of January 23, 2013. The measures adopted by the Federal Government also aim to benefit consumers’ electric energy through tariff reduction of three components: generation cost, transmission cost and sector charges. Through the aforementioned Act, the Government sought to end discussions if the concessions of electricity, treated in articles 17, § 5, 19 and 22 of Law No. 9074 of July 7, 1995, with maturities to take place as of 2015, could be extended for up to 20 more years, according to conditions set forth in the Law and the respective Concession Agreements, or if these would be tendered. 196 | Annual And Sustainability Report Eletrosul 2012 Therefore, the Law n º 12.783/2013, when dealing with extensions of concessions distribution, transmission and generation of electricity, achieved by the articles listed above, imposed new conditions for the extension to utilities, allowing the extension for a period of up to 30 years with the anticipation of the maturity of these concessions and signing Additional Terms to the respective Concession Agreements with the Granting Authority, establishing new conditions. The new rates and the amount of compensation was disclosed by the Ordinance of the Ministry of Mines and Energy No. 579 and the Interministerial Ordinance of the Ministry of Mines and Energy and the Ministry of Finance No. 580, published in an extraordinary edition of the Federal Official Gazette on 1st November , 2012. Impacts on transmission enterprises directly affected by Law No. 12.783/13 Eletrosul accepted the conditions of early renewal of concessions in the Provisional Measure 579 (Law 12.783/13), signing on December 4, 2012 the extension of the concession contract No. 057/2001, passing all assets related to the contract for the Union, under the administration of the Company. As allowed by Article 4 of Ordinance 580, aforementioned, Eletrosul requested to receive the compensation in accordance with the following alternative: 50% in cash, to be paid within 45 days of the date of signature of the addendum to the concession contract and 50%in 31 monthly installments, to be paid until the expiration of the concession agreement in effect on the date of publication of the Ordinance, the increased remuneration for Weighted Average Cost of Capital (WACC) of 5.59% real per year from the date of first day of the month of signing the addendum to the concession contract. The transmission concessionaires must send ANEEL information relating to assets acquired before May 31, 2000 (RBSE), not yet 13. Financial Statements and Notes depreciated or amortized, necessary for the calculation of supplementary compensation within a period to be set by the granting authority, according to § 8 of article 15 of Law No. 12.783/2013, which when approved will be paid in 30 years, updated in the form of regulation. expansion) occurred since December 31, 2012, as long as formally approved, should be included in future rates, and its remuneration criteria yet to be determined. The rate (new Allowed Annual Revenue - RAP) will be calculated based on the cost of O & M plus the rate of 10% (efficient company). Additionally, in the future there may be included portion of assets not yet amortized or depreciated, provided that approved by ANEEL. Information and Decisions of the Company Regulatory charges (RGR) for the extended concession contract were eliminated. Eletrosul holds a single concession affected by Law 12.783/13, the Concession Contract No. 57/2001, consisting of 37 transmission substations and 9,413 km of transmission lines. The companies controlled by Eletrosul do not have concession agreements affected by the renovation. The new investments (repowering and Law effects 12.783/2013 e MP 591/2012 Property effects Carrying value (net) Impairment DRE Net balance Indemnity Indemnity superavit (Law 12.783/2013) TRANSMISSION Extended ventures Indemnified Quota Affected Contracts 057/2001 - Basic net - new ventures (BNNV) 1,430,866 – 1,430,866 2,008,668 577,802 514,924 – 514,924 – – 5,494 – 5,494 – 010/2005 - Basic project 390,904 – 390,904 – 004/2008 - Basic project 71,658 -27,117 44,541 – 005/2009 - Basic project 35,345 -4,998 30,347 – – 2,449,191 -32,115 2,417,076 2,008,668 577,802 Undemnified Quota Non-affected contracts 057/2001 - Basic net current services (BNCS) Extendable Ventures (after 2017) 057/2001 - New authorizations Annual And Sustainability Report Eletrosul 2012 | 197 The original amount of the credits and the determination of compensatory surplus are as follows: Indemnity value proposed (=) 1,985,495 Update until date of addendum subscription (+) 23,173 Subtotal (=) 2,008,668 Balance of finantial asset reduced (-) 1,430,866 Superavit indemnity recognized on result: (=) 577,802 of regulation for concessionaires who opt of the extension of concessions electricity transmission attained by § 5 of Art. 17 of Law No. 9074 of 1995, the value relating to the assets not considered impaired as at 31 May 2000, registered by the concessionaire and recognized by ANEEL. The values of the transmission assets covered in this situation correspond to on December 31, 2012 the amount of BRL 514,924,000.00 (BRL 519,413,000.00 in 2011) and were determined by the administration from their best estimates and interpretation of the legislation above, as described based on estimates and assumptions of management described in Note 3.4 and may change until the final approval of the same. The Company has not made a write-down of the balance of the financial asset relating to the existing assets at May 31, 2000 in the amount of BRL 514,924,000.00, in order to forecast the compensation contained in the law 12.783/13 considering the estimated amortization period of 30 years would result in VNR higher than book value. As required by Decision no 155 of the National Agency of Electric Energy (ANEEL), from January 23, 2013, assets not covered with compensation provided for in Annex II of the Interministerial Ordinance No. 580 from November 1, 2012, referred to the nondepreciated assets existing at 31 May 2000, should be kept in fixed assets until such investments are subject to review and approval by ANEEL, as from that moment shall be made a receivable notice for the amount approved. The Provisional Measure 579/2012 was converted into Law No. 12.783/2013 on January 11th, 2013 and regulated by Decree No. 7.891/2013 in its article 15, § 2, authorizes the granting authority to pay, in the form Annual Revenue Allowed - ARA predicted for 2013 (affected and not affected) Without Law effects 12.783/2013 With Law effects 12.783/2013 Reduction of ARA (in thousands of BRL) Reduction % of ARA 896,208 447,503 (448,705) -50.1% 010/2005** 86,542 86,542 - 0.0% 004/2008** 5,605 5,605 - 0.0% 005/2009** 4,448 4,448 - 0.0% 992,803 544,098 (448,705) -50.1% Contracts 057/2001 Total of ARA ** Contracts not affected by Law 12.783/13. 198 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes e) Tax Aspects of Law 12.783/2013 allocated by law to fund the reversion of property in foreclosure and takeover of concessions in the electricity sector, as well as the amount of new tariffs arising from the extension of the contract concession. The Provisional Measure 579/2012, converted into Law No. 12.783/2013, stipulated that as determined by the Union, it could be extended to the concession of public service of electric energy transmission. With accepted the conditions imposed by the granting authority, the Company and the Union agreed on in December 4, 2012, to extend the term of the concession contract No. 57/2001, by the definition about the payment to make Eletrosul regarding the compensation of the assets not amortized, this compensation arising out of the resources of the Global Reversion Reserve (RGR), these resources The Company’s management, based on the opinion of its internal and external counsel, believes that the monetary resource arising from the reversal of goods to the Union have legal nature of compensation, given the recovery of financial losses from this concessionaire by expropriation, lacking the incidence of PIS , COFINS, Income Tax and Social Contribution on Net Income. f) Controlled Companies Participations in SPE's % of participation % of voting capital Artemis* 100.0% 100.0% Florianópolis - SC Energy transmission Cerro Chato I 100.0% 100.0% Florianópolis - SC Energy generation Cerro Chato II 100.0% 100.0% Florianópolis - SC Energy generation Cerro Chato III 100.0% 100.0% Florianópolis - SC Energy generation RS Energia 100.0% 100.0% Florianópolis - SC Energy transmission Porto Velho 100.0% 100.0% Florianópolis - SC Energy transmission 75.0% 75.0% Florianópolis - SC Energy transmission Head office location Principal activity Controlled Uirapuru Controlled with shared control Chuí 49.0% 49.0% Florianópolis - SC Energy generation Costa Oeste 49.0% 49.0% Curitiba - PR Energy transmission ESBR Participações 20.0% 20.0% Rio de Janeiro - RJ Energy generation Etau 27.4% 27.4% Rio de Janeiro - RJ Energy transmission Integração 24.5% 24.5% Rio de Janeiro - RJ Construction Livramento 49.0% 49.0% Florianópolis - SC Energy generation Marumbi 20.0% 20.0% Curitiba - PR Energy transmission Norte Brasil 24.5% 24.5% Rio de Janeiro - RJ Energy transmission Santa Vitória do Palmar 49.0% 49.0% Florianópolis - SC Energy generation TSBE** 80.0% 80.0% Curitiba - PR Energy transmission TSLE** 51.0% 51.0% Florianópolis - SC Energy transmission Teles Pires Participações 24.7% 24.7% Rio de Janeiro - RJ Energy generation * Merged in 11/01/2013. ** Control shared among stockholders. Annual And Sustainability Report Eletrosul 2012 | 199 NOTE 2 – Concessions 2.1 Concessions and own Authorizations a) Transmission The Company has a concession for construction and operation of substations and transmission lines, discriminated below: Transmission lines/Subestações Concession date Expiration of concession Concession contract nº 057/2001-ANEEL 37 substations of transmission lines, 1 frequency converter and 9.413 km of transmission lines in 525 kV, 230 kV and 138 kV 04/12/2012 31/12/2042 Concession contract nº 004/2004-ANEEL Transmission lines 525 kV Salto Santiago (PR) – Ivaiporã (PR) 167 km and Ivaiporã (PR) – Cascavel D´Oeste (PR) 209 km 18/02/2004 17/02/2034 Concession contract nº 010/2005-ANEEL Transmission line 525 Kv Campos Novos - Blumenau with 360 km extended and 1 transmission line substation 04/03/2005 03/03/2035 Concession contract nº 004/2008-ANEEL Transmission line 230 kV Presidente Médice - Santa Cruz with 233 km extended 17/03/2008 16/03/2038 Concession contract nº 005/2009-ANEEL Substation Missões in 230/69 kV (150 MVA) 28/01/2009 27/01/2039 b) Generation The Company has a concession / authorization for construction and operation of hydroelectric Comercial operation power plants (HPP) and Small Hydropower Plants (SHP), discriminated below. (See note 16): River Hidroelectric plant (UHE) Installed power Concession/ Permission Expiration of concession (Unaudited) UHE Passo São João 2012 Rio Ijuí (RS) 77.0 MW 15/08/2006 14/08/2041 UHE Mauá - equivalente a 49% - consórcio 2012 Rio Tibaji (PR) 177.9 MW 03/07/2007 02/07/2042 UHE São Domingos 2013 Rio Verde (MS) 48.0 MW 11/12/2002 10/12/2037 Small hidroeletric companies (PCH) PCH Barra do Rio Chapéu 2013 Rio Braço do Norte (SC) 15.1 MW 05/05/2004 04/05/2034 PCH João Borges 2013 Rio Caveiras (SC) 19.0 MW 21/12/2005 20/12/2035 PCH Santo Cristo 2014 Rio Pelotinhas (SC) 19.5 MW 26/11/2007 25/11/2037 PCH Coxilha Rica 2014 Rio Pelotinhas (SC) 18.0 MW 01/03/2007 28/02/2037 Total 200 | Annual And Sustainability Report Eletrosul 2012 374.5 MW 13. Financial Statements and Notes When all its own projects and partnerships come into operation, the Company will have an installed capacity in the generation of 1,895.6 MW. 2.2 Concessions and permits of the controlled companies jointly a) Transmission Lines: SPE's Partic. Transmission line Concession date Expiration of concession Etau 27.40% LT 230 kV Campos Novos (SC) – Barra Grande (SC) – Lagoa Vermelha (RS) – Santa Marta (RS) 187 18/12/2002 17/12/2032 Uirapuru 75.00% LT 525 kV Ivaiporã (PR) – Londrina (PR) 120 04/03/2005 03/03/2035 LT 525 kV Campos Novos (SC) – Nova Santa Rita (RS) 260 27/04/2006 26/04/2036 33 06/10/2010 05/10/2040 2.375 26/02/2009 25/02/2039 RS Energia 100.00% LT 230 kv Monte Claro – Garibaldi (RS)* Norte Brasil* 24.50% LT Coletora Porto Velho (RO) – Araraguara 2 (SP), em CC, + 600 kV Porto Velho 100.00% Transmission line Coletora Porto Velho – Porto Velho 17 26/02/2009 25/02/2039 Costa Oeste* 49.00% LT 230 kV Cascavel Oeste Umuarama (PR) 143 12/01/2012 12/01/2042 Marumbi* 20.00% LT 525 kV Curitiba Curitiba Leste (PR). 28 10/05/2012 10/04/2042 80.00% LT 230 kV Nova Santa Rita Camaquã 3; LT 230 kV Camaquã 3Quinta; LT 525 kV Salto Santiago - Itá; LT 525 kV Itá - Nova Santa Rita. 798 10/05/2012 10/04/2042 TSLE* 51.00% LT 525 kV Nova Santa Rita - Povo Novo; LT 525 kV Povo Novo Marmeleiro; LT 525 kV Marmeleiro - Santa Vitória do Palmar, Sectioning of LT 230 Kv Camaquã 3 487 01/08/2012 01/07/2042 Builder Integração 24.50% Construction of LT Coletora Porto Velho (RO) – Araraguara 2 (SP), assembly and associated services. – – TSBE* * Extention (KM) – Pre-operational stage. Annual And Sustainability Report Eletrosul 2012 | 201 202 * | Annual And Sustainability Report Eletrosul 2012 100.00% 49.00% 20.00% 80.00% 51.00% RS Energia* Costa Oeste* Marumbi* TSBE* TSLE* Pre-operational stage. 100.00% Partic. Porto Velho SPE's 300 MVA 83 MVA 166 MVA SE Ijuí 2 230/69 kv SE Lageado Grande 230/69 kv SE Nova Petrópolis 2 230/69 kv 672 MVA 200 MVA 75 MVA SE Marmeleiro 525 kv SE Santa Vitória do Palmar 525/138 kv 166 MVA 672 MVA SE Povo Novo 525/230 kv SE Camaquã 3 230/69 kV SE Curitiba leste 525/230 kV (3+1 res.) x 224 MVA 300 MVA 330 MVA SE Caxias 6 203/69 kv SE Umuarama 230/138 kv 100 MVA 800 MW Transf. Capac. SE Foz do Chapecó 230/138 kv (expansion), Collector Substation Porto Velho 500/230 kV. Two Converter Station CA/CC/CA Back-to-Back in 400 MW. Substation 01/08/2012 01/08/2012 01/08/2012 10/05/2012 10/05/2012 12/01/2012 06/10/2010 06/10/2010 06/10/2010 06/10/2010 06/10/2010 26/02/2009 Concession date 01/07/2042 01/07/2042 01/07/2042 10/04/2042 10/04/2042 12/01/2042 05/10/2040 05/10/2040 05/10/2040 05/10/2040 05/10/2040 25/02/2039 Expiration of concession b) Substations 24.72% Teles Pires Participações* 100.00% 100.00% 100.00% 49.00% 49.00% Windpower Cerro Chato I Windpower Cerro Chato II Windpower Cerro Chato III Chuí* Livamento* Windpower pant 20.00% Partic. ESBR Participações* Hidroelectric plant SPE's Sant'Ana do Livramento (RS) Sant'Ana do Livramento (RS) Sant'Ana do Livramento (RS) Sant'Ana do Livramento (RS) Cerro Chato VI Cerro dos Trindade Ibirapuitã Chui (RS) Cerro Chato V Chui (RS) Chuí V Sant'Ana do Livramento (RS) Chui (RS) Chuí IV Cerro Chato IV Chui (RS) Chuí II Chui (RS) 24 MW Chui (RS) Chuí I Chuí VII 30 MW Sant!Ana do Livramento (RS) Cerro Chato III (RS) 24 MW 8 MW 24 MW 12 MW 10 MW 22 MW 22 MW 22 MW 24 MW 30 MW 30 MW Sant!Ana do Livramento (RS) Cerro Chato II (RS) 30 MW 1,820 MW 3,750 MW 03/2013 03/2013 03/2013 03/2013 03/2013 12/2013 12/2013 12/2013 12/2013 12/2013 12/2013 05/2011 09/2011 11/2011 04/2015 04/2013 operation power Sant!Ana do Livramento (RS) Rio Teles Pires (MT) Rio Madeira (RO) Location Cerro Chato I (RS) UHE Teles Pires UHE Jirau Plants Comercial Installed 22/02/2012 06/03/2012 24/02/2012 16/03/2012 16/03/2012 21/03/2012 03/04/2012 02/03/2012 24/02/2012 21/03/2012 08/03/2012 25/08/2010 25/08/2010 25/08/2010 07/06/2011 13/08/2008 Permission Concession/ 22/01/2047 06/02/2047 24/01/2047 16/02/2047 26/02/2047 21/02/2047 13/03/2047 02/02/2047 24/01/2047 21/02/2047 08/02/2047 24/08/2045 24/08/2045 24/08/2045 06/06/2046 12/08/2043 Permission Concession/ Expiration of 13. Financial Statements and Notes c) Hydroelectric and Wind Power Plants Continues... Annual And Sustainability Report Eletrosul 2012 | 203 Note 3 – Presentation of Financial Statements 204 Pre-operational stage. * 22/01/2047 11/2013 28 MW Geribatu X Santa Vitória do Palmar (RS) 22/02/2012 22/01/2047 11/2013 30 MW Geribatu IX Santa Vitória do Palmar (RS) 22/02/2012 24/01/2047 11/2013 26 MW Santa Vitória do Palmar (RS) Geribatu VIII 24/02/2012 22/01/2047 11/2013 30 MW Santa Vitória do Palmar (RS) Geribatu VII 22/02/2012 15/01/2047 11/2013 18 MW Geribatu VI Santa Vitória do Palmar (RS) 15/02/2012 05/03/2047 11/2013 30 MW Santa Vitória do Palmar* 49.00% Geribatu V Santa Vitória do Palmar (RS) 05/04/2012 15/01/2047 11/2013 30 MW Geribatu IV Santa Vitória do Palmar (RS) 15/02/2012 22/01/2047 11/2013 26 MW Geribatu III Santa Vitória do Palmar (RS) 22/02/2012 15/01/2047 11/2013 20 MW Geribatu II Santa Vitória do Palmar (RS) 15/02/2012 22/01/2047 11/2013 20 MW Geribatu I Santa Vitória do Palmar (RS) 22/02/2012 Permission Concession/ Permission operation power SPE's Partic. Usinas Localização Comercial Installed Concession/ Expiration of ...continuation | Annual And Sustainability Report Eletrosul 2012 3.1 Basis for preparation The consolidated and individual financial statements on 31 December 2012 and 2011 were prepared in accordance with accounting practices adopted in Brazil, under the historical cost on the basis of value, and the fair value of certain assets and liabilities, including the arrangements of the corporate legislation under Law 6.404/76 with the amendments of Laws 11.638/07, 11.941/09, and the rules issued by the Brazilian Securities Commission (CVM), as well as other announcements, interpretations and guidelines issued by the Accounting Pronouncements Committee effective on December 31, 2012. The Directors of the Company approved the issuance of the consolidated and individual financial statements on March 21, 2013. 3.2 Functional Currency and Presentation Currency The consolidated and individual financial statements are presented in Brazilian Real, which is the functional currency of the Company and all its controlled companies and / or jointly controlled entities. The financial statements are presented in thousands of Reais (BRL thousand) except when otherwise stated. 3.3 Basis of Consolidation The consolidated financial statements were prepared and are being presented in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Accounting Pronouncements Committee (CPC). Transactions among companies, balances and unrealized gains on transactions within the Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of a loss (impairment) of the asset transferred. Accounting policies of controlled companies have been changed where necessary to ensure consistency with the policies adopted by the Company. 13. Financial Statements and Notes Controlled Companies Controlled Companies are the entities (including specific purpose entities) over which the Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than half of the voting rights (voting). The existence and effect of potential voting rights that are currently exercisable or convertible are considered when evaluating whether the Company controls another entity. Controlled companies are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Joint Controlled Companies The joint controlled companies (joint ventures) are the entities (including specific purpose entities) over which the Company has no individual power to determine the financial and operating policies, which are taken jointly with other shareholders. The jointly controlled entities are consolidated in proportion to the shareholding of the company. They are deconsolidated from the date that control ceases. Individual Financial Statements In the individual financial statements of the controlled companies, jointly controlled entities and associates are accounted for using the equity method. The same adjustments are made in the financial statements regarding consolidated financial statements to get the same result and net worth attributable to owners of the Company. Annual And Sustainability Report Eletrosul 2012 | 205 Continues... 206 | Annual And Sustainability Report Eletrosul 2012 Integral Integral Proportional Uirapuru Porto Velho Integração Integral Integral Cerro Chato II Cerro Chato III Proportional Proportional Proportional Proportional Marumbi Norte Brasil TSBE TSLE Proportional Proportional Proportional Chuí Holding Chuí I Chuí II Generation Proportional Costa Oeste Transmission Pre-operation phase Integral Cerro Chato I Generation Integral Proportional Integral RS Energia Etau Artemis Transmission Operating – – – 51.0% – 80.0% 80.0% – 24.5% 24.5% 49.0% 20.0% 20.0% 49.0% 49.0% 49.0% 90.0% 24.5% 24.5% 100.0% 100.0% 100.0% 90.0% 75.0% 75.0% 100.0% 100.0% 100.0% 90.0% 27.4% 27.4% 100.0% 100.0% 100.0% 2011 2012 Participation, direct affiliate and/or in joint Consolidation Direct Participation (%) Composing of corporate associated company 49.0% 49.0% – – – – – – – – – – – – – – – 2012 49.0% 49.0% – – – – – – – – – – – – – – 2011 Indirect Participation (%) Proportional Proportional Chuí VI Chuí VII Proportional Proportional Proportional Proportional Cerro Chato IV Cerro Chato V Cerro Chato VI Cerro dos Trindade Proportional Proportional Proportional Proportional Proportional Proportional Geribatu V Geribatu VI Geribatu VII Geribatu VIII Geribatu IX Geribatu X Proportional Proportional Geribatu IV Company Teles Pires Proportional Geribatu III Proportional Proportional Geribatu II Teles Pires Participations Proportional Geribatu I Proportional Proportional Ibirapuitã I Santa Vitória do Palmar Holding Proportional Proportional Livramento Holding Sustainable Energy Proportional Proportional Chuí V ESBR Participations Proportional Chuí IV – – – – 20,0% – 49,0% – – – – – 49,0% – – – – – – – – – – – – – – – – 20,0% – 49,0% – – – – – 49,0% – – – – – – – – – – 24,7% – 24,5% – 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% – 49,0% 49,0% 49,0% 49,0% 49,0% – 20,0% – 49,0% 49,0% 49,0% 49,0% 24,5% – 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% 49,0% – 49,0% 49,0% 49,0% 49,0% 49,0% – 20,0% – 49,0% 49,0% 49,0% 49,0% 13. Financial Statements and Notes ...continuation Annual And Sustainability Report Eletrosul 2012 | 207 The assets and liabilities by that date were fully or proportionally considered in consolidated financial statements according to the form control. Revenues and expenses were included from the acquisition of shareholder control. Additionally, the following procedures were adopted: ✔✔ Elimination of interest in equity of controlled companies; ✔✔ Elimination of the equivalence result, and ✔✔ Elimination of the balances of assets and liabilities, income and expenses between consolidated companies. 3.4 Estimates and critical accounting judgments Estimates and accounting judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are considered reasonable under the circumstances. These estimates include: financial concession asset, impairment, present value adjustments, provisions for liabilities, deferred taxes and postemployment benefits. Reduction of financial and non-financial assets The Company verifies whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of assets is impaired and impairment losses are incurred only if there is objective evidence of impairment on the result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that event, or events, of loss has an impact on the estimated future cash flows of the asset or group of financial assets that can be reliably measured. When there are losses, it is recognized at amount by which the asset’s carrying amount exceeds its recoverable amount, which is the higher of net selling price and value in use of an asset. 208 | Annual And Sustainability Report Eletrosul 2012 For evaluation purposes, assets are grouped into groups of assets for which there are separately identifiable cash flows (in a cash generating unit). Assets of the existing system (RBSE) For estimation purposes, the Company adopted as its premise that the existing goods until May 31, 2000 will be compensated based on the VNR or residual amount to be calculated by the regulator. The Company keeps the values recorded at net book value since in his estimation, the book values are recorded at amounts below if here recognized based on the VNR. Onerous Contracts Represent the compulsory commitments contracted by the Company related the purchase of electricity, whose costs exceed the economic benefits expected. The amount related to long-term period is recognized at present value, based on post-tax discount rate (WACC post-tax) approved by the Management, as described in note 24. The critical estimation in determining the amount of provision for the future sale of the contract is the historical average PLD approved by Eletrobras as its premise for the calculation of the provision for an onerous contract, exclusively for accounting purposes. Using PLD historical average of BRL 67.00 MWh, it was recognized in the Balance of 2012, accounting provision in the amount of BRL 896,404,000.00. Applying sensitivity analysis using the value of BRL 88.60 MWh for the marginal cost of operating the EPE for the next 5 years, the provision would be BRL 634,067,000.00. In another scenario, by using the price of BRL 100.00 per MWh, the estimated provision would be BRL 488,000,000.00. 3.5 Main Accounting Practices a) Cash and Cash Equivalents They include cash liquid funds, balances in bank accounts, financial investments and other 13. Financial Statements and Notes short-term highly liquid investments with original maturities of three months or less, which are readily convertible into a known amount of cash and which are subject to an insignificant risk of change value. Provisional Measure 579/2012, given the option made by the Company on December 4, 2012, by the early renewal of the extension of concessions on the concession contract No. 057/2001. b) Pledges and restricted deposits g) Energy Credits Renegotiated with the Union – Lei 8727/93 They represent financial investments held for specific future payments. The balances are held until the complete fulfillment of certain contractual obligations on the part of the suppliers. After initial recognition, these investments are measured by the amortized cost, using the effective interest rate method. c) Clients Correspond to the amounts receivable by clients from the sale of energy, services and use of the transmission system. They are recognized based on the regime of competence and updated where applicable and contractually required. Accounts receivable from clients are presented and adjusted for the provision for loan doubted “PCLD”. d) The provision for credits from doubtful closeouts It is recognized in an amount considered sufficient by management to cover probable losses on the creation of accounts to be receivable based on judgments about the value of individual credit, loans overdue for more than 6 months or less, when upon review of specific cases. e) Financial concession asset It refers to the financial asset to be receivable by the Company under grants of electric energy transmission. The financial assets include the compensation that shall be made based on the plots of investments linked to reversible assets, not yet amortized or depreciated, which have been performed in order to ensure continuity and relevance of the service provided. f) Compensatory Credits – Lei 12.783/13 They represent compensation credits to be receivable from the Union, provided in the They represent receivables credits from the Union as determined by Law 8.727/93, arising from the acquisition of holdings that the Company had on the concessionaires of electricity. h) Other assets and liabilities These are stated at known or calculable amounts, in addition, when applicable, of the corresponding income (charges) earned (incurred) by the balance sheet date. They are classified in current assets and current liabilities, respectively, the achievable rights and the obligations due after twelve months. i) Deferred tax assets and liabilities Income tax and social contribution taxes are calculated on temporary differences between the bases of calculation of tax assets and liabilities and their carrying amounts of the financial statements. The tax rates, currently set to calculate deferred tax are 25% for income tax and 9% for social contribution on net income. j) Investments The investments in controlled companies and associates are recorded and evaluated by using the equity method (individual statements), in accordance with CPC 18, recognized in the income statement as operating income (or operational expense). To calculate the equity, gains or transactions between the Company and its controlled and associated companies are eliminated to the extent of the participation of the Company; where necessary, accounting policies of controlled and associated companies are adjusted to be consistent with the practices adopted by the Company. Annual And Sustainability Report Eletrosul 2012 | 209 k) Immobilized Recorded at a cost of acquisition or construction. The assets of the transmission concessions are recognized in the corporate accounting as a financial asset, as ICPC 01 and OCPC 05, leaving the record as fixed assets and related depreciation restricted to the bookkeeping required by the regulator. Generation assets are depreciated over the period of the concession, due to the noncontractual provision of the reversal of assets at the end of the concession, not yet depreciated and / or amortized. l) Intangible i) Software Costs incurred to obtain incorporeal assets are recognized as intangible assets, in particular computer software licenses that are capitalized and amortized over the duration of the license. The expenses associated with the maintenance of computer programs are recognized when incurred, as an expense. ii) Premium The premium arising on the acquisition of shareholding in controlled companies represents the difference between the amount paid and / or payable for the acquisition of a business and the fair value of assets and liabilities of the acquired entity. The premium is based on expectations of future earnings and have defined life time due to it being related to the term given in concession contracts, is amortized in due time, to the extent and in the proportion of projected results. The premium allocated to identifiable assets and liabilities is amortized in the proportion that those assets and liabilities in the controlled company are carried out. iii) Rights of use of public assets They are the values hired on the right of the public to use public assets to the 210 | Annual And Sustainability Report Eletrosul 2012 exploitation of hydropower potential, due to onerous lease contracts with the Union, stated at amortized cost and adjusted by interest rates or contractual indexes incurred up to the balance sheet date, discounted to present value, based on a discount rate approved by the Company’s management. m) Financings and Loans Loans and financings are recognized at fair value the receipt of funds, net worth of transaction costs and loans are measured at amortized cost, being added with charges, interest and inflation under contracts, incurred up to the balance sheet date. n) Suppliers Are the obligations to pay for goods or services that have been acquired in the ordinary course of business, or estimation, based on the contractual terms. o) Provisions The provisions are recognized when the Company has an present obligation, legal or not formalized. Are recognized when a past event has created a future obligation, with the probability of outflow of resources and its value can be reliably estimated. Therefore, the amount established as a provision is the best estimate of liquidation of a probable obligation at the balance sheet date, taking into account the risks and uncertainties that are related. p) Post-employment Benefits i) Supplementary Plan for Retirement and Pension The Company participates in the pension and retirement plan, administered by the Foundation Eletrosul of Social Security, that provide their employees, pensions and other post-employment benefits. The recognized liability in the balance sheet related to pension plans defined benefit is the present value of the defined 13. Financial Statements and Notes benefit obligation at the balance sheet date minus the fair value of plan assets, adjusted: (i) actuarial gains and losses, (ii ) by rule of limiting the value of the updated asset, and (iii) the minimum requirements for fundamentals. The benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the future cash outflows, using interest rates consistent with the market revenue, which are denominated in the currency in which the benefits will be paid and that have terms of maturity approximating to the respective liabilities of the pension plan. The debts contracted refer to requirements for minimum fundamentals and are considered in the determination of an additional liability related to future contributions that will not be recoverable. q) Revenues, costs and expenses The revenues, costs and expenses will be accounted by the competent regime. The revenue generation is recognized based on the contracts of CCEAR and / or bi-lateral. The transmission revenue is recognized based on the ICPC 01 and OCPC 05, based on the financial model. The net financial result mainly comprises interest and inflation arising from financial investments, loans and financing, tax installments and renegotiated energy credits. Loans costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in income using the effective interest method. r) Environmental Issues Gains and losses resulting from adjustments based on experience and changes in actuarial assumptions are charged or credited directly to equity in other comprehensive results in the period they occur. For the defined contribution plan, the Company pays contributions to the Foundation Elos on a mandatory, contractual or voluntary basis. The Company capitalizes costs related to the environmental demands embodied in the “environmental conditions” required by public agencies for the environment for granting the respective licenses allowing the execution of projects in the areas of generation and transmission. The “environmental constraints” correspond to compensation that must be performed for the execution of the project in order to repair or prevent damage to the environment at the place of execution of projects, limited until the end of construction of the projects. ii) Health Care Benefits Plan to Retirees s) Consortia Besides the program of pensions, the Company also supports a program of medical assistance to retired employees and their dependents for disability during the first five years, without the employment with Eletrosul had ceased. The obligations under this program were also calculated actuarially, as shown in the same report cited above. The Company has an investment in consortium to explore UHE Mauá, in which the partners have an agreement to jointly control the operations. The shared operations involve the activation of assets for power generation, operation and maintenance. The Company records in its accounting, the assets, liabilities, revenues and expenses in proportion to their participation in the consortium. Annual And Sustainability Report Eletrosul 2012 | 211 3.6 Rules and interpretations of standards that are not yet in effect New rules and interpretations that affect the Company issued by the IASB (International Accounting Standards Board) has not yet come into effect for the year ending on 31.12.2012, as listed below. IFRS 9 – “Financial Instruments”. Establishes two primary measurement categories for financial assets.Applicable by 01/01/2015. IFRS 10 – “Consolidated Financial Statements”. Defines that there is only one base consolidation, meaning control. Additionally, the IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement in the investee, and (c) ability to use its power over the investee to affect the value of the returns to the investor. The Company is evaluating the full impact of the IFRS 10. Applicable by 01/01/2013. IFRS 11 – “Joint Agreements”. Covers how a participation agreement in which two or more parties have joint control should be classified. There are two types of joint agreements: (i) joint operations - which occurs when an operator has rights to the assets and contractual obligations and, hence, accounts for its share of the assets, liabilities, revenues and expenses, and (ii) shared control – occurs when an operator has rights to the net assets of the contract and accounts for the investment by the equity method. The proportionate consolidation method will no longer be allowed for joint control. Applicable by 01/01/2013. IFRS 12 – “Disclosure of Interests in Other Entities”. This rule deals with the disclosure applicable to entities that have interests in controlled companies, joint agreements, associates and / or unconsolidated structured entities Applicable by 01/01/2013. 212 | Annual And Sustainability Report Eletrosul 2012 IFRS 13 – “Fair Value Measurement “. Defines a fair value, explains how to measure it and determines what must be disclosed on this way of measurement. Applicable by 01/01/2013. Amendment to IAS 1 – “presentation of other comprehensive results”. Covers aspects relating to the disclosure of items of other comprehensive results and establishes the need to segregate the items that can and can not be potentially reclassifiable to the result, when certain conditions are met. Applicable by 01/01/2013. Amendment to IAS 19 – “Employees Benefits”. Eliminates the approach method “corridor” that allows the deferral of the recognition of actuarial gains or losses in the income statement. In accordance with the revised IAS 19, gains or losses annually evaluated by actuaries to be recognized in “other comprehensive income” in shareholders’ equity. The Company eliminated the adoption of the “corridor” method in 2010. Applicable by 01/01/2013. Amendment to IFRS 7 – “Financial Instruments: Disclosures”. Establishes rules for disclosure of compensation agreements of financial assets and liabilities. Applicable by 01/01/2013. Amendment to IAS 16 – “Immobilized”. Revision aims to clarify the main repair parts and equipment for the provisions of services that fall within the concept of fixed assets are not part of the inventory. Management understands that this review should not have any impact on the financial position following 01/01/2013. Applicable by 01/01/2013 Amendment to IAS 32 – “Clarify the requirements for compensation of financial instruments”. The amendment aims to clarify the compensation criteria of IAS 32 for settlement systems (systems of clearing 13. Financial Statements and Notes NOTE 4 - Cash Desk and Equivalents chambers). The Management understands that these revisions should not have any impact on the financial position, since does not apply to the Company. Applicable by 01.01.2014. a) Market Investments The financial investments of the Company in accordance with Resolution No. 2,917, of 12/19/2001, the Central Bank of Brazil, are applied at the bottom of the FAE Bank of Brazil, which has as its profitability target of 98% Average SELIC rate (TMS). They are operations that have, as features, daily liquidity, low risk and reward that in December 2012, the average gross return from Eletrosul applications in the Bank of Brazil reached 9.16% or 95.71% of TMS. There are no other IFRSs rules or IFRIC interpretations that have not yet entered in effect that could have significant impact on the Company, except for the proportionate consolidation of jointly controlled entities. Controlling Company Cash and Equivalents Consolidated 2012 2011 2012 2011 Cash and banks deposits on demand 18,193 10,948 100,130 99,893 Financial application 69,261 246,391 512,676 524,294 Total 87,454 257,339 612,806 624,187 The breakdown of investments is given below: Financial institution Application Type Controlling Company Index 2012 2011 Consolidated 2012 2011 ABN CDB CDI – – – 156 Banco do Brasil CDB CDI – – 177,223 180,547 Banco do Brasil Exclusive Fund CDI – 117,547 – 117,547 Banco do Brasil FAE Fund CDI – 128,844 – 128,844 Banco do Brasil FAE Fund IRF-M1 69,261 – 69,261 – Banco Itaú CDB CDI – – 88,268 45,589 Bradesco CDB CDI – – 11,697 12,277 CEF CDB CDI 138,473 – HSBC CDB CDI – – – 368 Safra CDB CDI – – – 10,013 Santander CDB CDI 5,698 – Votorantin CDB CDI – – 268 27,781 Votorantin Vintage Fund CDI – – 21,788 1,172 69,261 246,391 512,676 524,294 Annual And Sustainability Report Eletrosul 2012 | 213 Since February 27, 2012, it came into effect the resolution No. 4034 of 11/30/2011, of the Central Bank of Brazil, which defines the new investment policy of the Extramarket Fund, whose returns should be referred to one of the Market Indices Anbima, before this, the Company elected to only apply the resources Marketable securities available in the FAE Fund referenced to the IRF-M1 Index. b) Deeds and Securities Below, the deeds and securities are presented by their nature (see note 14): Controlling Company Consolidated 2012 2011 2012 2011 39 39 39 39 National Treasury Notes (NTN) 100 97 100 97 Total 139 136 139 136 Non-Current Stock The details of the deeds and securities are: Securities 214 Cunstodian Financial Agent Maturity Index Controlling Company 2012 2011 Consolidated 2012 2011 NTN-P Banco do Brasil 21/03/2018 TR+6% aa 2 2 2 2 NTN-P Banco do Brasil 28/12/2015 TR+6% aa 95 92 95 92 NTN-P Banco do Brasil 28/12/2014 TR+6% aa 3 3 3 3 100 97 100 97 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes NOTE 5 – Pledges and Joint Deposits Next, the pledges and joint deposits are presented by their nature: Controlling Company Escrows and linked deposities 2012 2011 Consolidated 2012 2011 Current Escrow CEF - ANEEL guarantee 9 9 9 9 Escrow CEF - PCH São Mateus 13 13 13 13 Escrow CEF - PCH Santo Cristo 10 – 10 – 3,641 319 3,641 319 49,555 – 49,555 – 87 14 87 14 1,220 1,137 1,220 1,137 Fund linked BB conv. PROCEL ECV-042/04 – 136 – 136 Fund linked BB conv. PROCEL ECV-028/05 – 249 – 249 Fund linked BB conv. ECV-182/2006 – 142 – 142 817 – 817 – Fund linked - Time Deposit - ESBR-P – – 2,633 25,283 Fund linked rental guarantee – – – 9 55,352 2,019 57,985 27,311 9,880 9,127 9,880 9,127 10,300 9,269 10,300 9,269 Fund linked BB São Domingos 7,556 – 7,556 – Fund linked BB Passo São João 7,084 – 7,084 – 1,527 – 1,527 – – 1,206 – 1,206 9,371 – 9,371 – Fund linked - Time Deposit - ESBR-P – – 5,139 3,867 fund linked to financing guarantee – 9,912 10,818 22,442 45,718 29,514 61,675 45,911 101,070 31,533 119,660 73,222 Escrow Bradesco - CBLC Escrow BB Eletronet Fund linked BB conv. SENAI 6246 Fund linked BB conv. PRC-PRODEEM Fund linked - Enviromental compensation Subtotal Non-current Fund linked BNDES Mauá Fund linked BB Mauá Fund linked BB O&M Application Mauá Fund linked BB O&M Application SC Energia Fund linked BB SC Energia Subtotal Total The amount of BRL 49,555,000.00, shown under “Deposits Eletronet BB”, is due to the expiration of CFT assets that were assigned in free lease under the contract ECF-2799/2009 and that were offered as warranty in a lawsuit of Operation Eletronet . The same value is recorded in current liabilities under “other liabilities”, because it will be converted into long-term financial loan along Eletrobras. Annual And Sustainability Report Eletrosul 2012 | 215 The amounts of the items “Linked Funds Mauá BNDES and Mauá BB” refers to the establishment of a reserve account in respect of contracts of funding of UHE Mauá with BNDES and Banco do Brazil, according to contractual clauses. guarantees letters of credit issued by the Bank of Brazil, and Banco Itaú in favor of suppliers DongFang Hyosung. The estimated period of use of these applications for payments to suppliers is calculated based on delivery timelines proposed by DongFang and Hyosung, reviewed at least quarterly. The value under “Linked Funds - Time Deposit - ESBRP” refers to investments in time deposit held by the ESRB for the purpose of backing Financial institution Application Type The details of the linked funds is below: Index Controlling Company 2012 Consolidated 2011 2012 2011 Banco do Brasil CDB CDI – 11,118 18,590 12,051 Banco do Brasil Exclusive Fund CDI – 18,645 – 18,645 Banco do Brasil Fund FAE CDI – 1,429 – 1,429 Banco do Brasil Fund FAE IRF-M1 97,397 – 97,397 – Banco do Brasil Time deposits libor + spread – – – 5,631 Banco Itaú Time deposits 1.7%-2.0% – – – 19,652 Bradesco CDB CDI 3,641 319 3,641 8,679 Caixa Bearing account TR 32 22 32 22 Citibank Fund CDI – – – 7,113 101,070 31,533 119,660 73,222 NOTE 6 – Clients Controlling Company 2012 Use of electrical grid Conection to transmission system energy commercialization Energy Supply (-) Net doubtful credit provision (nota 11) 216 2011 Maturing Overdue total total 98,724 7,065 105,789 99,765 8,664 – 8,664 8,161 28,069 7,265 35,334 2,768 5,814 – 5,814 – – (13,766) (13,766) (3,509) 141,271 564 141,835 107,185 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Consolidated 2012 Maturing Use of electrical grid Overdue total total 121,599 8,269 129,868 114,986 8,664 – 8,664 13,494 28,069 7,265 35,334 2,768 9,441 – 9,441 – (6) (14,264) (14,270) (3,773) 167,767 1,270 169,037 127,475 Conection to transmission system energy commercialization 2011 Energy Supply (-) Net doubtful credit provision (nota 11) The amounts of BRL 13,766.00 in Controlling company and BRL 14,270,000.00 in the Consolidated refer to the allowance for doubtful accounts of invoices overdue for more than six months and is in process of collection / negotiation between the parties involved. Controlling Company 2012 Maturing Origin/clients (-) Net doubtful credit provision (nota 11) Overdue until 90 dias 2011 Overdue after 90 dias total total 141,271 281 14,049 155,601 110,694 – – (13,766) (13,766) (3,509) 141,271 281 283 141,835 107,185 Consolidated 2012 Maturing Origin/clients (-) Net doubtful credit provision (nota 11) Overdue until 90 dias 2011 Overdue after 90 dias total total 167,773 414 15,120 183,307 131,248 – – (14,270) (14,270) (3,773) 167,773 414 850 169,037 127,475 Annual And Sustainability Report Eletrosul 2012 | 217 The fluctuation in the allowance of doubtful accounts is as follows: Controlling Company 2012 2011 2012 2011 3,509 1,299 3,773 1,499 10,592 2,405 10,842 2,469 (335) (195) (345) (195) – – – – 13,766 3,509 14,270 3,773 Opening balance Provisions Reversals Write off for losses NOTE 7 – Financial Assets – Public Service Grants under the ICPC Technical Interpretation No. 01, resulting from the application of the model of a financial asset. The concession contracts of transmission of the Company and Controlled Companies are Financial asset Consolidated Controlling Company 2012 2011 Consolidated 2012 2011 Current Financial Asset Amortizable RAP (I) 16,434 118,851 57,232 152,543 Subtotal 16,434 118,851 57,232 152,543 Non-Current Financial Asset Amortizable RAP (I) 361,266 589,004 1,573,152 1,429,642 Financial Asset indemnifiable (II) 608,510 1,811,738 1,099,674 2,188,468 Subtotal 969,776 2,400,742 2,672,826 3,618,110 Total 986,210 2,519,593 2,730,058 3,770,653 Of the balance of BRL 608,510,000.00 shown under “Financial Assets Compensatory II) in non-current assets, the amount of BRL 514,924,000.00 refers to the balance of the 218 | Annual And Sustainability Report Eletrosul 2012 financial asset on the existing system (RBSE), whose value of compensation is in review by ANEEL (see note 1, d). 13. Financial Statements and Notes The fluctuation of the account of financial assets is as follows: Controlling Company Transmission 2012 Opening balance on Januray, 1st Consolidated 2011 2012 2011 2,519,593 2,529,047 3,770,653 3,183,296 82,730 92,201 557,410 514,193 423,875 320,932 566,199 396,684 (1,430,868) – (1,430,868) – (534,939) (422,587) (659,155) (323,520) (32,115) – (32,115) – (-) Transfer to fixed assets (42,066) – (42,066) – Final balance on December 31 986,210 2,519,593 2,730,058 3,770,653 (+) Construction income (+) Financial income (-) Write off financial asset Law 12.783/13 (note 1,d) (-) Amortization, incomes, write off and transfers (-) Impairment Breakdown of balances of financial asset by concession contracts: Company Concession Contract Consolidated 2012 2011 nº 057/2001* 520,418 2,034,031 nº 010/2005 390,904 378,091 nº 004/2008 44,541 72,552 nº 005/2009 30,347 34,919 Artemis nº 004/2004 245,604 250,002 Costa Oeste nº 001/2012 418 – Etau nº 082/2002 33,859 32,972 Marumbi nº 008/2012 93 – Norte Brasil nº 016/2009 446,214 174,930 Porto Velho nº 010/2009 553,343 427,248 RS Energia nº 005/2006 336,059 275,010 TSBE nº 004/2012 32,039 – TSLE nº 020/2012 6,812 – Uirapuru nº 002/2005 89,407 90,898 2,730,058 3,770,653 Eletrosul Controlled Total * See note 1, d. Annual And Sustainability Report Eletrosul 2012 | 219 NOTE 8 – Compensatory Credits – Law 12.783/13 Compensatory credits refer to the amount of compensation imposed by Law 12.783/13, arising from the anticipated renewal of the concession contract No. 57/2001, whose values were reported by the MME Ordinance No. 579/2012, having the Company opted for receiving 50 % in cash to the IPCA from October 2012, to be received within 45 days after the signing of the option and the extension of the concession contract No. 57/2001 on December 4, 2012, and the remainder equivalent to 50%, to be received in 31 monthly installments until 07/2015, adjusted by IPCA, in addition to a regulatory discount rate (WACC), equivalent to 5.59% per year. The fluctuation of the Compensatory Credits account is presented below: Controlling Company Transaction on period: 2012 Closing balance of previous period – 2,008,668 Recognition of indemnity – Recipt 12,052 Monetary Restatement 4,563 Interest Balance ending period 2,025,283 Current 1,404,632 Non-Current 620,651 The original amount of the credits and the determination of this compensatory surplus is stated in note 1, d. NOTE 9 – Energy Credits Renegotiated with the Union The renegotiated credits refer to loans from the Union, updated by the IGP-M plus interest of 12.68% per year, resulting from the acquisition of assets that the Company had in the state concessionaires of electricity. Under the umbrella of Law No. 8.727/93, the Union Transaction on period: Controlled and Consolidated 2012 2011 607,391 672,678 (144,209) (178,512) 43,907 32,944 71,565 80,281 Balance ending period 578,654 607,391 Current 140,068 127,639 Non-Current 438,586 479,752 Closing balance of previous period Recipt Monetary Restatement Interest 220 assumed, rescheduled and refinanced debt in 240 installments, maturing from April 1994. After that period of 20 years and remaining with the balance payable, since the Federal Government only passes the funds received from the states, which, in turn, are limited by law in commitment levels of income, the installment will be extended by 120 months. The taxes on income arising from the updating of these credits are deferred. (see note 15) | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes NOTE 10 – Dividends to Be Received The amounts presented in this section refer to estimates of the minimum dividend to be allocated by the SPEs. Considering that the consolidation of information of the Controlled Companies is made with a lag of 30 days, the values presented in 2012 are based on net income in the Statements of Income of Investees on November 30, 2012. Dividends Partnership of Especific Purpose (SPE) Controlling Company % of participation 2012 2011 Artemis 100.00% 15,945 4,863 Cerro Chato III 100.00% 176 652 Etau 27.40% 535 513 Integração 24.50% – 2,060 Norte Brasil 24.50% 805 250 Porto Velho 100.00% 1,351 – RS Energia 100.00% 2,332 773 75.00% 1,908 1,382 23,052 10,493 Uirapuru NOTE 11 – Allowance for Credit Losses Based on the expectation of the likely collection of the credits and also and legal evaluations, the Company recorded a provision for losses on doubtful accounts, pertaining to “customers” (note 6) in current assets in the amount of BRL 13,766,000.00, “diverse debtors” (note 14), recorded in current assets in the amount of BRL 7,023,000.00, relating to credits with Eletropar, linked to loans that it holds at Eletronet, which in turn had its bankrupt and “other credits” (note 14) in current assets in the amount of BRL 3,830,000.00. Along the same lines of evaluation, it is also kept provisions for losses on doubtful accounts, recorded in non-current under the caption “Other credits” in the amount of BRL 10,154,000.00, concerning the monetary adjustment in litigation, calculated on energy credits renegotiated during the Real Plan. (see note 14) Annual And Sustainability Report Eletrosul 2012 | 221 Changes in provision for doubtful accounts: Consolidated 2012 Note Balance on 12.31.2011 6 3,773 Other debtors 14,2 7,023 – Other credits 14,1 4,610 14,1 10,154 Current Asset Clients Provisions Reversals Write off for losses Balance on 12.31.2012 – 14,270 – – 7,023 368 (1,148) – 3,830 – – – 10,154 Non-Current Asset Other credits Consolidated 2011 Note Balance on 12.31.2010 Provisions Reversals Write off for losses 6 1,499 2,469 (195) – 3,773 Other debtors 14,2 7,023 – – – 7,023 Other credits 14,1 4,574 619 (583) – 4,610 14,1 10,154 – – – 10,154 Current Asset Clients Balance on 12.31.2011 Non-Current Asset Other credits NOTE 12 – Taxes to Be Recovered Controlling Company 2012 2011 2012 2011 2,942 13,892 5,266 17,299 PIS 10,914 10,703 32,709 23,047 COFINS 50,272 49,305 150,667 106,166 – 5,885 1,156 6,121 436 16,733 7,873 24,169 8,372 1,038 9,593 1,777 (1,919) (4,110) (1,919) (4,110) 71,017 93,446 205,345 174,469 Current 29,582 30,983 51,593 42,509 Non-Current 41,435 62,463 153,752 131,960 ICMS Social Contribuition Income Tax Other credits (-) Adjustments of present value tributes 222 Consolidated | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes ICMS, PIS and COFINS refer to credits taken in the purchase of fixed assets and in the formation of financial assets of the transmission. Of the total credit from PIS and COFINS, a portion is available for compensation and the remainder will be appropriate from the commercial operation of the UHE’s and PCH. NOTE 13 – Advance for Future Capital Increase a) AFAC Assets Movements a.1) Composition of balances from AFAC by SPE: Controlling Company 2012 2011 Cerro Chato I – 86,760 Cerro Chato II – 80,910 Cerro Chato III – 74,790 Livramento – 3,742 Porto Velho – 50,000 RS Energia – 66,258 Santa Vitória do Palmar – 5,067 TSBE 31,898 – TOTAL 31,898 367,527 Arrangement of balance per company a.2) Movements: Controlling Company 2012 2011 Opening balance 367,527 42,390 (+) AFAC ported during the year 158,012 419,515 (493,641) (94,378) 31,898 367,527 (-) Payment of Capital Total b) AFAC Liabilities Movements The balance of the “advance for future capital increase” in the amount of BRL 554,930,000.00 is comprised of amounts received by the Eletrobras shareholder. Controlling Company 2012 Opening balance (+) AFAC received during the year (+) Update by SELIC (-) Incorporated into Capital Total 2011 1,810,793 724,125 728,630 972,279 178,231 114,389 (2,162,724) – 554,930 1,810,793 Annual And Sustainability Report Eletrosul 2012 | 223 NOTE 14 – Other Assets Controlling Company Consolidated 2012 2011 2012 2011 Other credits 55,071 27,563 116,915 33,222 Other debtors 13,845 31,505 15,184 31,969 Current Services 21,913 27,916 21,913 27,916 Current Deactivation 18,507 3,651 18,507 3,651 1,088 1,215 1,088 1,215 110,424 91,850 173,607 97,973 Current 69,410 75,031 114,058 76,720 Non-Current 41,014 16,819 59,549 21,253 Current Disposal 14.1 Diverse Credits Controlling Company 2012 2011 2012 2011 Credities Securities Receivable / Alien., assets and rights 2,794 3,493 2,794 3,493 Credities for Services Rendered to Third 6,750 10,341 45,549 2,275 Securities and Marketably Securities 139 136 139 136 Amounts Blocked Judicially 175 20 344 61 1,180 – 1,180 – 11,364 7,734 11,364 7,756 615 382 10,982 14,006 Litigation Credits 10,154 10,154 10,154 10,154 Deposits Linked to Litigation 26,741 6,025 39,285 6,112 Compulsory Loan of Fuel 2,024 1,876 2,024 1,876 – – 25 – Mayoralts Agreements 4,252 734 4,252 734 Other credits receivable 2,867 1,432 2,807 1,383 (13,984) (14,764) (13,984) (14,764) 55,071 27,563 116,915 33,222 Current 14,057 10,744 57,366 11,969 Non-Current 41,014 16,819 59,549 21,253 Global Reserve of Reversion (GRR) Expenditure to Repay Insurance Premium Financial Application - Teles Pires (-) Prov. outros créd. liquid. Duvidosa (nota 11) 224 Consolidated | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes The Company records under “Provisions for risks”, as evidenced in non-current liabilities, only the values of related judicial deposits to which provisions of the legal opinion was “probable loss”, reducing provisions for contingencies. 14.2 Diverse Debtors Controlling Company Consolidated 2012 2011 2012 2011 Income receivable - Charges of debts 1,423 1,403 1,423 1,403 Advanced for Suppliers 1,626 21,779 2,776 21,971 Eletrobrás Participações S/A - Eletropar 7,023 7,023 7,023 7,023 280 280 280 280 5,077 4,199 5,159 4,226 Credit with employee 143 150 143 277 Medical Accreditation 2,383 2,332 2,383 2,332 Other debtors 2,913 1,362 3,020 1,480 (7,023) (7,023) (7,023) (7,023) 13,845 31,505 15,184 31,969 Brasilian Telecommunications Company S/A Advanced for employee (-) Net doubtful credit provision (note 11) The credits with Eletrobras Participações S/A (Eletropar), linked to credits that it holds in Eletronet, which in turn, was declared bankrupt, are included in the provision for losses on doubtful accounts. (see note 11). Annual And Sustainability Report Eletrosul 2012 | 225 14.3 Deactivations, Disposal and Ongoing Services Current Services Controlling Company 2012 2011 2012 2011 – 126 – 126 156 151 156 151 27 16 27 16 156 508 156 508 1 2,226 1 2,226 R&D ANEEL other 143 8,969 143 8,969 Substitution of transformer III-GENVISA on SE Joinville 743 743 743 743 4,600 4,633 4,600 4,633 606 230 606 230 2,197 1,936 2,197 1,936 627 – 627 – Owner's Engineering IBIRAPUITA, C. Chato IV, V 4,859 – 4,859 – Owner's Engineering VERACE I A X 1,425 – 1,425 – Sinistro transformador Siderópolis 1,009 872 1,009 872 Alternative sources for generation of electrical energy – 2,199 – 2,199 28 28 28 28 1,818 1,818 1,818 1,818 Development of passive sensor 779 – 779 – Use of plasma technology for bauxite 381 – 381 – Study for expansion of UHE Belo Monte 300 208 300 208 2,058 3,253 2,058 3,253 21,913 27,916 21,913 27,916 18,507 3,651 18,507 3,651 1,088 1,215 1,088 1,215 41,508 32,782 41,508 32,782 Building of sustainable house Agreement MME - 009/2004 Evit. Capac. Prodee Implementation LT 525 kV Campos Novos/Santa Rita-RS Implementation new distribution transformer for Gerdau - SE Charqueadas Alto Uruguai Project Project analysis acomp. Comis. das instalações Bidding and Auction ANEEL Owner's Engineering UHE Mauá Owner's Engineering CHUI I, II, IV, V Sinistro transformadores SE Curitiba Change of climate system Sertão do Maruim Other services Current Deactivation Current Disposal NOTE 15 – Deferred Taxes Deferred taxes assets are recognized to the extent that it is probable that future taxable profit will be available to be offset against temporary differences, based on projections of future results prepared and supported on 226 Consolidated | Annual And Sustainability Report Eletrosul 2012 internal assumptions and future economic scenarios which can therefore, change. Income tax and social contribution taxes on temporary differences are as follows: 13. Financial Statements and Notes Controlling Company 2012 2011 Consolidated 2012 2011 Asset Non-Current Civil and Fiscal Provisions 27,136 8,670 27,136 8,670 Labor Provision 24,567 21,496 24,567 21,496 Actuarial liability 64,442 6,702 64,442 6,702 7,247 4,025 7,327 4,025 309,543 2,453 309,543 2,453 9,488 8,480 9,488 8,480 90,528 48,575 90,528 48,575 10,717 11,287 10,717 11,287 – – 7,733 4,633 7,248 9,226 7,248 9,226 – – – 4,792 1,236 1,398 1,236 1,398 – – 8,600 3,703 552,152 122,312 568,565 135,440 195,554 205,469 195,554 205,469 Special installment plan (PAES) 1,295 1,242 1,295 1,242 Provision of adoption adjustments CPC's 3,042 11,427 8,648 12,582 Amortization of goodwill without investiment 5,992 – 5,992 – Accelerated depreciation UHE Passo São João 4,366 – 4,366 – 22,689 22,175 30,408 29,119 232,938 240,313 246,263 248,412 319,214 (118,001) 322,302 (112,972) Provision for Doubtful Debt Provision for Loss of onerous contract Amortization of goodwill without investiment Recoverable value of assets (Impairment) Profit Sharing (PS) Tax loss and negative social contribution Contribution for benefit of the present generation Derivatives Adjustment of tributes present value and UBP Other Liability Non-Current Income for updating of renegotiated energy credits (i) Other Net Deferred Taxes (i) The deferral of taxes on income from updating renegotiated energy credits – Law No. 8.727/93 was initiated in January 1999. Up to December 1998, all taxes on such income (interests and monetary variation) were collected by the competence regime. However, the values collected up to that date had already exceeded the amount received by the Union with the payment of the debt to Eletrosul, due to the Law No. 8.727/93. Hence, in order to preserve the Company’s assets, Management elected to defer taxes, as of January 1999, for payment based on the amount received. Annual And Sustainability Report Eletrosul 2012 | 227 Up to December 2004, there were compensated the values collected until competence in December 1998. As of January 2005, it moved to tax and collect on amounts actually received. This situation is due to the fact that the Union pays the monthly installments of their debt under the receiving states, which, in turn, are limited by law in commitment levels of its revenues, as described in note 9. The expectancy of compensation of deferred tax assets and liabilities are: Consolidated Year Deferred fiscal asset Deferred fiscal liability 2013 52,413 10,272 2014 30,572 10,272 2015 36,831 11,039 2016 29,579 11,108 2017 24,732 11,108 378,025 179,139 552,152 232,938 After 2017 Total NOTE 16 – Investments 16.1 Investments in the Controlled Companies and Joint Controlled Controlling Company Permanent Corporate Participation Controlled Jointly-controlled company Other Total investment 228 | Annual And Sustainability Report Eletrosul 2012 2012 2011 1,086,086 650,524 1,457,852 695,011 3,277 3,281 2,547,215 1,348,816 100.0% 100.0% Cerro Chato II Cerro Chato III 24.5% Integração 49.0% 20.0% 49.0% 20.0% 24.5% 49.0% 80.0% 51.0% 24.7% Costa Oeste ESBR Participações Livramento Marumbi Norte Brasil Santa Vitória do Palmar TSBE TSLE Teles Pires Participações Totals Other investiments 49.0% Chuí Pre-operation phase 75.0% 100.0% Porto Velho Uirapuru 100.0% RS Energia 27.4% 100.0% Cerro Chato I Etau 100.0% Part. (%) Artemis Operating Partnership of Especific Purposes (SPE´s) 17,345 – – 93,550 1,348,816 1,178,224 – 6,408 – 3,281 97,551 166,110 16,119 – 622 – – 8,898 36,055 – 56,120 – 107,500 193,624 390,001 79,092 146,203 554,408 – 21,840 1,194 74,789 2,275 196 80,910 – 33,887 86,760 – – – Additions 252,302 Balance on 31/12/2011 49,700 – (3,734) (564) (107) (492) 3,414 (52) (775) (4,352) (252) (281) 9,197 7,935 2,685 8,182 4,793 (1,721) (904) (261) 26,989 Results of Corporate Participation 8,304 – – – – – 8,536 – – (232) – – – – – – – – – – – Adjustments of Equity Evaluation (31,348) – – – – – (554) – – – – – 2,060 (6,902) (1,351) (1,558) (2,937) 476 – – (20,582) Destin./ Adjustments of dividends (6,477) – – – – – – – – (721) (18) – – – (5,738) Amortization of goodwill (4) (4) – – – – – – – – – – – – – – – – – – Other 2,547,215 3,277 89,816 16,781 6,301 97,059 193,625 570 35,280 939,825 1,138 33,606 20,155 56,432 302,440 231,919 23,696 75,819 80,006 86,499 252,971 Balance on 31/12/2012 13. Financial Statements and Notes 16.2 Changes in investments in controlled companies and jointly controlled Year 2012: Annual And Sustainability Report Eletrosul 2012 | 229 230 24.5% Integração | Annual And Sustainability Report Eletrosul 2012 20.0% 24.5% 100.0% 24.5% ESBR Participações Norte Brasil Porto Velho Teles Pires Totals Other investiments 49.0% Costa Oeste Pre-operation phase 75.0% Uirapuru 27.4% Etau 100.0% 90.0% Cerro Chato III RS Energia 100.0% Part. (%) Artemis Operating Partnership of Especific Purposes (SPE´s) 30,584 – 24,455 2,312 94,378 (26) – 3,307 448,314 – 194,186 883,452 6,394 9,434 142,799 – 142,646 412,001 – 17,934 196 – – – 173,989 Additions 77,177 Balance on 31/12/2010 33,675 – (828) (1,330) 1,164 (3,646) – 8,646 4,474 3,253 5,413 2,927 13,602 Results of Corporate Participation 2,631 – – – (623) 3,254 – – – – – – – Adjustments of Equity Evaluation (17,006) – – 768 (250) – – (2,060) (3,092) 304 (1,507) (652) (10,517) Destin./ Adjustments of dividends (2,250) – – – – – – – (301) – – – (1,949) Amortization of goodwill – – – – – – – – – – – – Other 1,348,816 3,281 93,550 193,624 16,119 554,408 196 8,898 56,120 146,203 21,840 2,275 252,302 Balance on 31/12/2011 Year 2011: 13. Financial Statements and Notes 16.3 Summary of financial information of controlled companies and jointly controlled The main financial information of balance sheets of the controlled companies and jointly controlled entities are as follows, by the original values without considering proportionality. 2012 Part. (%) on 12.31.2012 Revenues Profit (Loss) of operative fiscal year Artemis 100.0% 66,555 27,140 283,250 117,865 165,385 Cerro Chato I 100.0% 11,614 639 158,955 72,456 86,499 Cerro Chato II 100.0% 12,432 (787) 153,187 73,181 80,006 Cerro Chato III 100.0% 13,022 (2,028) 149,816 73,997 75,819 27.4% 29,271 17,484 132,195 45,766 86,429 100.0% 93,886 8,182 388,128 156,209 231,919 75.0% 21,949 10,713 98,729 44,886 53,843 100.0% 142,664 2,685 612,217 311,187 301,030 24.5% 93,394 37,539 159,230 76,964 82,266 Chuí 49.0% – (574) 75,754 7,171 68,583 Costa Oeste 49.0% – (516) 2,391 70 2,321 ESBR Participações 20.0% – (21,786) 14,492,856 9,793,732 4,699,124 Livramento 49.0% – (1,581) 103,567 31,566 72,001 Marumbi 20.0% – (262) 2,892 43 2,849 Norte Brasil 24.5% 1,107,237 13,829 2,482,661 1,692,361 790,300 Santa Vitória do Palmar 49.0% – (1,004) 206,718 8,637 198,081 TSBE 80.0% 40,049 (134) 68,433 60,557 7,876 TSLE 51.0% 13,357 (1,106) 35,472 2,568 32,904 Teles Pires 24.7% – (15,241) 1,366,032 999,430 366,602 Partnership of Especific Purpose (SPE's) Total asset Liability Net equity Operating Etau RS Energia Uirapuru Porto Velho Integração Pre-operation phase Annual And Sustainability Report Eletrosul 2012 | 231 2011 Partnership of Especific Purpose (SPE's) Part. (%) on 12.31.2011 Revenues Profit (Loss) of operative fiscal year Total asset Liability Net equity Operating Artemis 100.0% 47,746 20,447 275,812 111,969 163,843 Cerro Chato I 90.0% 5 (772) 148,348 149,228 (880) Cerro Chato II 90.0% 1,363 4 155,261 155,358 (97) Cerro Chato III 90.0% 6,620 3,357 164,024 160,771 3,253 27.4% 34,296 24,665 136,588 56,692 79,896 100.0% 65,097 3,254 329,664 132,429 197,235 Uirapuru 75.0% 16,213 7,756 100,411 46,237 54,174 Integração 24.5% 53,260 35,405 69,670 24,944 44,726 ESBR Participações 20.0% 87 (18,231) 10,002,312 7,230,271 2,772,041 Norte Brasil 24.5% 562,935 4,302 753,737 712,925 40,812 Porto Velho 100.0% 248,296 (1,329) 445,582 253,385 192,197 24.5% – (3,381) 469,772 473,152 (3,380) Etau RS Energia Pre-operation phase Teles Pires 232 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes 16.4 Information Regarding Investee Societies Partnership of Especific Purposes (SPE´s) % Part. Stockholders % Beginnig of construction Beginnig of operation Expiration of concession 2003 2004 2034 2003 2004 2032 Comercial operating Artemis* Etau Uirapuru 100.0 27.4 75.0 – – Transmissora Aliança 52.6 CEEE 10.0 DME Energética 10.0 ELOS 25.0 2004 2005 2035 RS Energia 100.0 – – 2006 2009 2036 Porto Velho 100.0 – – 2009 2012 2039 Cerro Chato I 100.0 – – 2010 2012 2045 Cerro Chato II 100.0 – – 2010 2012 2045 Cerro Chato III 100.0 – – 2010 2011 2045 – – – 2009 2013 2039 Construtora Integração 24.5 Eletronorte 24.5 Abengoa Brasil 51.0 Eletronorte 24.5 Abengoa Brasil 51.0 Pre-operation phase Norte Brasil Costa Oeste 49.0 Copel 51.0 2012 2014 2042 TSBE 80.0 Copel 20.0 2012 2014 2042 Marumbi 20.0 Copel 80.0 2012 2014 2042 TSLE 51.0 CEEE 49.0 2012 2013 2042 ESBR Participações 20.0 SUEZ 60.0 CHESF 20.0 2009 2013 2043 Neoenergia 50.6 Furnas 24.7 2011 2014 2045 Teles Pires Participações 24.7 Chuí 49.0 Rio Bravo Investimentos 51.0 2012 2013 2047 Livramento 49.0 Rio Bravo Investimentos 41.0 2012 2013 2047 Fundação Elos 10.0 Rio Bravo Investimentos 51.0 2012 2013 2047 Santa Vitória do Palmar * 24.5 49.0 Merged on 01/11/2013 The works of projects in pre-operational stage, expected to begin operations in 2013 and 2014, are within the schedule for completion. Annual And Sustainability Report Eletrosul 2012 | 233 NOTE 17 – Fixed Assets a) Composition of fixed assets Controlling Company Generation 2012 Consolidated 2011 2012 2011 Fixed Assets in Service 590,156 – 996,933 – (-) Accumulated Depreciation (11,502) – (33,251) – Fixed Assets in progress 1,600,426 1,656,223 4,667,477 3,852,458 (-) Provision Recoverable value of assets (198,645) (142,870) (198,645) (142,870) 1,980,435 1,513,353 5,432,514 3,709,588 42,104 36,151 42,590 36,493 (16,062) (14,743) (16,129) (14,769) 5,652 4,194 5,663 4,300 31,694 25,602 32,124 26,024 2,012,129 1,538,955 5,464,638 3,735,612 Total Generation Management Fixed Assets in Service (-) Accumulated Depreciation Fixed Assets in progress Total Management Total net Assets b) Financially capitalized charges Controlling Company 2012 2011 2012 2011 138,831 120,386 317,193 229,854 (45,416) (42,991) (162,673) (120,386) 93,415 77,395 154,520 109,468 Total of financial charges (-) Transfer to Assets Consolidated Net effects on results c) Depreciation rates Consolidated Generation 2012 2011 20.24% 19.64% Reservoir, dam, water mains 3.40% 3.40% Edifications, civil work and improvements 3.48% 4.13% Machines and Equipments 3.67% 4.24% Intangibles 6.64% 6.64% Edifications, civil work and improvements 3.45% 4.17% Machines and Equipments 8.40% 6.54% Vehicles 9.78% 15.20% Furniture and fixtures 5.12% 8.28% Intangibles Management 234 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes On February 16, 2012, the National Agency of Electric Energy (ANEEL) issued the Normative Resolution No. 474/2012 which establishes new depreciation rates for assets in service granted by the Electricity Sector. The Company adopts these rates for corporate purposes, by adequately representing the lifetime of the assets. d) Movement of Fixed Assets: Year 2012: Controlling Company 12.31.2011 Net value 12.31.2012 Additions Write-off Transfer Net value Generation In Service – – (18,755) 608,911 590,156 Accumulated Depreciation – (11,899) 397 – (11,502) 1,656,223 613,410 (59,749) (609,458) 1,600,426 1,656,223 601,511 (78,107) (547) 2,179,080 36,151 5,753 (405) 605 42,104 (14,743) (1,942) 397 226 (16,062) 4,194 3,263 (11) (1,794) 5,652 25,602 7,074 (19) (963) 31,694 (142,870) (84,706) 28,931 – (198,645) 1,538,955 523,879 (49,195) (1,510) 2,012,129 Ongoing Total Management In Service Accumulated Depreciation Ongoing Total Impairment TOTAL Consolidated 12.31.2011 Net value 12.31.2012 Additions Write-off Transfer Net value Generation In Service – – (18,755) 1,015,688 996,933 Accumulated Depreciation – (33,648) 397 – (33,251) 3,852,458 1,890,908 (59,749) (1,016,140) 4,667,477 3,852,458 1,857,260 (78,107) (452) 5,631,159 36,493 5,892 (405) 610 42,590 (14,769) (1,983) 397 226 (16,129) 4,300 3,268 (11) (1,894) 5,663 26,024 7,177 (19) (1,058) 32,124 (142,870) (84,706) 28,931 – (198,645) 3,735,612 1,779,731 (49,195) (1,510) 5,464,638 Ongoing Total Management In Service Accumulated Depreciation Ongoing Total Impairment TOTAL Annual And Sustainability Report Eletrosul 2012 | 235 Year 2011: Controlling Company 12.31.2010 Net value 12.31.2011 Additions Write-off Transfer Net value Generation Ongoing Total 1.159.297 581.432 (85.035) 529 1.656.223 1.159.297 581.432 (85.035) 529 1.656.223 35.327 - (103) 927 36.151 (12.647) (2.191) 62 33 (14.743) 1.958 4.684 (6) (2.442) 4.194 24.638 2.493 (47) (1.482) 25.602 (135.138) (35.206) 27.474 - (142.870) 1.048.797 548.719 (57.608) (953) 1.538.955 Management In Service Accumulated Depreciation Ongoing Total Impairment TOTAL Consolidated 12.31.2010 12.31.2011 Net value Additions Write-off Transfer Net value 2.260.495 1.676.481 (85.047) 529 3.852.458 2.260.495 1.676.481 (85.047) 529 3.852.458 35.486 198 (103) 912 36.493 (12.647) (2.217) 62 33 (14.769) 1.958 2.960 (6) (612) 4.300 24.797 941 (47) 333 26.024 (135.138) (35.206) 27.474 - (142.870) 2.150.154 1.642.216 (57.620) 862 3.735.612 Generation Ongoing Total Management In Service Accumulated Depreciation Ongoing Total Impairment TOTAL The main additions to the fixed assets consolidated basically refer to investments made in the period in plants Passo São João, São Domingos, Jirau, Maua and Teles Pires. electricity, are tied to these public services, may not be removed, sold, assigned or mortgaged without the prior written consent of the agency of the granting entity. e) Unavailability of assets ANEEL Resolution No. 20/99 regulates the removal of assets from the Public Service of Electric Energy, granting prior authorization for the disassociation of assets, use to the concession, when intended for disposal, still, In accordance with Articles 63 and 64 of Decree No. 41019, dated February 26, 1957, the assets and facilities used in the production, transmission, and distribution and sale of 236 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes that the proceeds from the sale are deposited into a linked bank account, to be reinvested in the concession. and timeliness of the service provided, will have the parcel not depreciated or amortized compensated the end of the concession. f) Reversion of assets related to the concession With the signing of the contract amendment to the concession contract No. 57/2001 on December 4, 2012, the Company accepted the conditions of early renewal of the concessions in the Law 12.783/13, transferring all assets associated with that contract to the Union, under the Company’s management. At the conclusion of the concession agreements, all assets and facilities connected to the power plants will integrate the assets of the Union. Additional investments to the basic project, performed to ensure the continuity NOTE 18 – Intangible Assets Controlling Company 2012 Consolidated 2011 2012 2011 Intagible 4,252 4,252 4,530 4,443 Use of public assets 25,636 21,200 67,996 58,416 Intagible Concession rights 113,319 113,319 261,385 261,485 – – (33,855) (33,855) 143,207 138,771 300,056 290,489 (3,708) (3,426) (3,815) (3,488) (35) – (35) – (58,785) (56,325) (67,953) (59,016) (62,528) (59,751) (71,803) (62,504) 2,595 775 2,595 775 83,274 79,795 230,848 228,760 Softwares Adjustment of recuperable amount (-) Accumulated amortization Softwares Use of public assets Intagible Concession rights 20% Current Intangible Softwares Total Intagible Annual And Sustainability Report Eletrosul 2012 | 237 The movements of intangible assets: Controlling Company Use of public assets Goodwill from the expectations of future income Adjustment of recuperable amount Total 1,701 18,060 77,080 – 96,841 221 3,140 – – 3,361 – – – – – Amortization (321) – (20,086) – (20,407) Balance on 12.31.2011 1,601 21,200 56,994 – 79,795 Additions 1,820 4,436 – – 6,256 Amortization (282) (35) (2,460) – (2,777) Balance on 12.31.2012 3,139 25,601 54,534 – 83,274 Adjustment of recuperable amount Total Softwares Balance on 12.31.2010 Additions Write-off Disposal Consolidated Use of public assets Goodwill from the expectations of future income 2,717 35,868 79,898 – 118,483 383 22,548 145,668 (33,855) 134,744 (1,016) – – – (1,016) Amortization (354) – (23,097) – (23,451) Balance on 12.31.2011 1,730 58,416 202,469 (33,855) 228,760 Additions 2,072 9,580 – – 11,652 Amortization (492) (35) (9,037) – (9,564) Balance on 12.31.2012 3,310 67,961 193,432 (33,855) 230,848 Softwares Balance on 12.31.2010 Additions Write-off Disposal The premiums paid on acquisitions of controlled companies have been defined based on the present value of projected future cash flows estimated from economic-financial evaluations, and resulted from the acquisition of the concession granted by ANEEL to the use of the electric transmission system. The recorded value of premium relates to the acquisition of equity interest in SC Energy on February 11, 2009, Artemis on August 11, 2011, in 238 | Annual And Sustainability Report Eletrosul 2012 Uirapuru on August 11, 2011 and the Porto Velho on November 12, 2010. The premium has finite useful life and is being amortized over the concession period. According to the Technical Guidance OCPC 05, the concession contracts of the power plants are recognized in fixed assets the values related to the use of public property arising from concession of onerous contracts with the Union stated at amortized cost and updated as 13. Financial Statements and Notes provided by contracts. Thus, the Company and its controlled companies recorded the usage records of public good, which were discounted at weighted average cost of capital. The values are disclosed in note 27. NOTE 19 – Recoverable Valeu of Assets (Impairment) The Company and its controlled companies annually test the recoverability for intangible assets, which are basically the portion of the premium for expected future results of the processes of the business combination, based on the present value of cash flows. For non-financial assets of long term, are annually reviewed or whenever there are indications that the carrying value is not recoverable. The Company held on December 31, 2012 and 2011, individual assessment of all its cash generating units (CGU), including units that are in the pre-operational stage and projects of implementation of new business, in the matters impairment. The recoverable amount from a CGU is determined based on calculations of the value in use, using projected cash flows, after income tax and social contribution, based on financial budgets approved by management. a) Main assumptions adopted: 2012 2011 Discount rate “after-tax” – Generation 4.98% 5.49% Discount rate "after-tax" – Transmission 4.73% 5.28% BRL 135,00 BRL 155,00 Price per MWh generated in the PCHs Price of energy generated in the HPP's Updated value of contract prices in effect in the regulated environment. Sector charges and taxes Legal fees on the amount of revenue. Personnel, Materials, Services and Other Financial budget determined by Cash Generating Unit (CGU) Deadlines of Cash Flow Deadlines for concessions and / or permits b) Fixed Assets Impairment Test: Small Hydropowers – PCH The Company recognized on December 31, 2012 impairment charges in the amount of BRL 44,377,000.00 for UGC João Borges and BRL 44,329,000.00 for UGC Rio Chapeu. Were still recognized impairment charges due to discontinuity of PCHs Pinheiro projects, BRL 3,829 million and Itararé PCH amounting to BRL 4,256 million. The Company reassessed the project implementation of PCH Santo Cristo and was recognized reversal of impairment charges recognized in 2011 amounting to BRL 8,035,000.00. Hydroelectric Power Plants – UHEs No indication was found of in the impairment of the cash generating units of generation projects of Plants Maua and São Domingos. For UGC UHE Passo São João, was recognized an adjustment to reduce the provision for impairment of BRL 3.464 million, recorded as reversal of impairment expenses. Annual And Sustainability Report Eletrosul 2012 | 239 c) Financial Assets Impairment Tests On December 31, 2012, were recognized impairment expenses of financial assets in the CGU transmission line Presidente Médice – Santa Cruz in the amounts of BRL 27.117 million and substation Missoes amounting to BRL 4.998 million. d) Intangible Assets Impairment Tests (Premium) On December 31, 2012 and 2011, the Company performed impairment tests for its investment in Artemis, having calculated and recognized in resulting year 2011, depreciation in the amount of BRL 33.855 million, resulting from the difference between future cash flows discounted at present value and the total value of the investment after the completion of the business combination, recognized directly in the income statement. In 2012, there was no need to recognize additional impairment, pursuant to CPC 04, is not allowed reversal of the reserve, the remaining amount recorded in 2011. NOTE 20 – Suppliers Controlling Company Suppliers 2011 2012 2011 55,912 97,060 195,962 312,536 1,079 – 1,079 – Energy supply 13,549 12,486 13,549 12,486 Adjust to recoverable amount 70,540 109,546 210,590 325,022 143,207 138,771 300,056 290,489 Material and Services Power grid charges 240 2012 Consolidated | Annual And Sustainability Report Eletrosul 2012 49,268 19,225 165,988 165,988 3,607 5,438 14,494 14,538 Banco do Brasil BRDE BNDES 93,186 4,309 5,366 83 Financial Institutions Eletrobras Related parties National Currency – – 28 BNDES 44 – – 16 – Current BRDE Financial Institutions Eletrobras Related parties Foreign Currency Charges 1,852,407 1,816,576 200,408 649,851 23,231 943,086 35,831 – – 35,831 NonCurrent 12.31.2012 115 6,171 5,892 17,643 17,697 702,726 225,071 1,997,058 2,032,933 5,465 27,623 1,041,638 54 34 28 35,875 20 – Charges 16 35,831 Total Controlling Company 131,711 131,711 27,461 34,400 4,227 65,623 – – – – Current 1,692,082 1,659,723 202,974 550,023 27,135 879,591 32,359 – – 32,359 NonCurrent 12.31.2011 1,841,490 1,809,077 236,327 590,594 31,477 950,679 32,413 34 20 32,359 Total 13. Financial Statements and Notes NOTE 21 – Loans and Financings a) Composition Annual And Sustainability Report Eletrosul 2012 | 241 242 | Annual And Sustainability Report Eletrosul 2012 8,901 298,471 19,225 12,250 – – – – 432,033 435,625 28,828 6,323 368 885 637 597 169 43,784 43,942 Banrisul Caixa Bradesco BBI Itaú BBA BNB Banco do Brasil BNDES BRDE 611 Financial Institutions Eletrobras Related parties 93,186 3,592 158 5,366 2,544 72 BNDES National Currency 1,048 – 86 – Current BRDE Financial Institutions Eletrobras Related parties Foreign Currency Charges 4,566,505 4,512,581 42,476 169,796 181,256 252,607 – 453,015 2,422,664 47,681 943,086 53,924 12,508 5,585 35,831 NonCurrent 12.31.2012 169 57,674 667 16,246 5,892 – – – – – 28,270 28,439 57,193 2,749,963 478,563 12,618 253,492 181,893 170,393 42,645 4,988,398 5,046,072 5,465 79 15,124 1,041,638 90 Charges 6,719 35,831 Total Consolidated 237,464 234,349 – – – – – 27,461 132,437 8,828 65,623 3,115 2,191 924 – Current 3,639,933 3,588,760 34,922 124,061 132,334 183,797 386,771 1,791,057 56,227 879,591 51,173 12,962 5,852 32,359 NonCurrent 12.31.2011 3,905,836 3,851,379 34,922 124,061 132,334 183,797 – 420,124 1,939,740 65,722 950,679 54,457 15,232 6,866 32,359 Total Balance on 12.31.2012 Amortization/payments Transfer 14,494 (124,177) – 1,756 122,557 Charges provision Monetary Variation, from exchange and foreign exchange (3,285) – 17,643 (104,861) – Refinements Admission Balance on 12.31.2011 Amortization/payments Transfer 2,659 112,390 Charges provision Monetary Variation, from exchange and foreign exchange (3,654) – 11,109 Refinements Admission Balance on 12.31.2010 Charges 165,988 (102,754) 135,679 1,432 – (80) – 131,711 (73,164) 126,428 1,308 – 222 – 76,917 Principal Current 180,482 (226,931) 135,679 3,188 122,557 (3,365) – 149,354 (178,025) 126,428 3,967 112,390 (3,432) – 88,026 Total National Currency 1,816,576 – (135,679) 34,838 11,647 4,620 241,427 1,659,723 – (126,428) 35,257 1,688 5,238 357,646 1,386,322 Principal NonCurrent 44 (2,123) – 4,727 2,113 (4,727) – 54 (1,912) – 4,540 1,908 (4,541) – 59 Charges Controlling Company – – – – – – – – – – – – – – Principal Current 44 (2,123) – 4,727 2,113 (4,727) – 54 (1,912) – 4,540 1,908 (4,541) – 59 Total Foreign Currency 35,831 – – – – 3,472 – 32,359 – – – – 2,735 7,722 21,902 Principal NonCurrent 13. Financial Statements and Notes b) Movement and balance of loans and financings: Annual And Sustainability Report Eletrosul 2012 | 243 244 | Annual And Sustainability Report Eletrosul 2012 43,784 (180,562) Amortization/payments Balance on 12.31.2012 (100,973) Transfer 1,967 297,722 Charges provision Monetary Variation, from exchange and foreign exchange (3,285) 645 Refinements Admission 28,270 (133,719) Amortization/payments Balance on 12.31.2011 (71,979) Transfer 2,829 211,568 Charges provision Monetary Variation, from exchange and foreign exchange (3,654) – 23,225 Refinements Admission Balance on 12.31.2010 Charges 432,033 (214,841) 213,188 1,432 – (80) 197,985 234,349 (100,682) 166,560 1,308 – 222 60,739 106,202 Principal Current 475,817 (395,403) 112,215 3,399 297,722 (3,365) 198,630 262,619 (234,401) 94,581 4,137 211,568 (3,432) 60,739 129,427 Total National Currency 4,512,581 – (112,215) 34,838 21,937 4,620 974,641 3,588,760 – (94,581) 35,257 17,482 5,238 1,210,648 2,414,716 Principal NonCurrent 158 (3,837) – 4,727 3,826 (4,727) – 169 (3,524) 67 4,540 3,503 (4,541) – 124 Charges Consolidated 3,592 (3,315) 3,308 484 – – – 3,115 (2,597) 4,234 66 – – – 1,412 Principal Current 3,750 (7,152) 3,308 5,211 3,826 (4,727) – 3,284 (6,121) 4,301 4,606 3,503 (4,541) – 1,536 Total Foreign Currency 53,924 – (3,308) 2,587 – 3,472 – 51,173 – (4,301) 1,847 – 2,735 19,321 31,571 Principal NonCurrent 13. Financial Statements and Notes c) Long-term maturities: Controlling Company Controlling Company 2012 2011 2012 2011 2014 219,238 149,127 432,819 306,396 2015 182,405 144,801 391,468 279,030 2016 152,427 144,801 360,126 279,030 2017 149,510 136,048 507,698 270,277 2018 148,688 133,131 331,066 267,360 After 2018 1,000,139 984,174 2,543,327 2,237,840 Total Non-Current 1,852,407 1,692,082 4,566,504 3,639,933 Year Annual And Sustainability Report Eletrosul 2012 | 245 246 | Annual And Sustainability Report Eletrosul 2012 Euros Reais Reais Reais Reais Reais Reais Eletrobras Eletrobras Eletrobras Eletrobras Eletrobras/FFC BNDES/Banco do Brasil BNDES/Banco do Brasil Reais Reais Eletrobras/ RGR BNDES/Banco do Brasil Reais Eletrobras/ RGR Reais Reais Eletrobras/ RGR BNDES/Banco do Brasil Reais Currency Eletrobras/ RGR Creditor CONTROLLER COMPANY 16/04/2009 27/03/2007 27/03/2007 31/10/2006 17/08/2011 19/12/2012 04/03/2010 01/11/2009 01/07/2009 14/03/2011 20/11/2008 04/08/2006 12/01/2006 Date Signature Implementation UHE Mauá Implementation of Substation Nova Santa Rita Extension B Substation Caxias Extension Substation Caxias 5 Acquisition of Artemis e Uirapuru Reversion of dividends to Eletrobrás related to 2011-year; Discharge of debit service of 12/2012; release of resources to aplication with SPE's. Transmission Work Program Debit repricing (ECF 2626, ECF 2692 e ECF 2727) Complex São Bernardo PCHs Reluz Novo Hamburgo RS Implementation of SE Joinville Norte Lightning e Climate system of Head Office Building Energy reinforcement Island - Continent Objective TJLP + 2,13 a.a. TJLP + 3,8% a.a TJLP + 3,8% a.a TJLP + 3,5% a.a 7% a.a. + IPCA 0,5% a.a. + SELIC 7% a.a. + IPCA 15/01/2028 15/04/2013 15/04/2013 15/04/2013 28/02/2024 20/04/2015 30/09/2021 30/03/2030 30/12/2038 Currency Translation + 2,2% a.a. 7% a.a. + IPCA 30/11/2017 30/03/2016 30/01/2013 30/08/19 Maturity Contract 6,5% a.a. 7,0% a.a 6,50% a.a 7,0% a.a Interest d b b b a a a a a a a a a Guarantees Balance on 185,439 2,465 1,112 818 179,553 106,107 90,525 516,109 35,832 4,933 39,131 55 105,224 12.31.2012 d) Contractual terms of the financing of the Company: Continues... Reais Reais Reais BNDES BNDES BNDES Reais BNDES Reais Reais BNDES/BRDE BNDES Reais BNDES/Banco do Brasil Reais Reais BNDES/Banco do Brasil BNDES Reais BNDES/Banco do Brasil 10/03/2011 16/04/2009 20/06/2012 04/03/2008 23/12/2008 24/05/2006 26/05/2006 26/05/2006 01/03/2011 01/03/2011 15/05/2019 80% = TJLP + 4,0% a.a 20% = Basket of Currencies + 4% a.a Implementation Line 525 kV Campos Novos – Blumenau Implementation UHE São Domingos Implementation UHE Mauá Implementation of UHE Passo São João Implementation of UHE Passo São João TJLP + 1,72 a.a. TJLP + 1,81 a.a. TJLP + 1,91% a.a. TJLP + 1,91% a.a 15/06/2028 15/01/2028 15/07/2026 15/07/2026 15/03/2021 15/05/2019 80% = TJLP + 4,5% a.a 20% = Basket of Currencies + 4,5% a.a Implementation Line 525 kV Campos Novos Blumenau TJLP + 2,12% a.a 15/05/2019 80% = TJLP + 4,5% a.a 20% = Basket of Currencies + 4,5% a.a Implementation Line 525 kV Campos Novos Blumenau Extension of transmission line Campos Novos Blumenau 15/03/2021 5,5% a.a. Comercial Credit Notes - Substation Biguaçú Extension F 15/03/2021 5,5% a.a. Comercial Credit Notes - Substation Biguaçú Extension D 222,048 2,032,933 Total 185,283 14,701 177,880 46,860 55,982 27,639 27,686 2,158 5,393 c d c c e e e e b b 13. Financial Statements and Notes ...continuation Annual And Sustainability Report Eletrosul 2012 | 247 Guarantees of the Company (a) Own revenue, supported by proxy for receipt of amounts due and unpaid; (b) Pledge agreement of duplicates, due at a period of 180 days, not exceeding the expiration of this contract and covering at least 130% of the debt resulting from this funding; (c) Eletrobras Surety; 248 | Annual And Sustainability Report Eletrosul 2012 (d) Eletrobras Surety, with the transfer and linking of revenues; (e) Pledge of shares. As shown on the item “g” of this note, Eletrosul Centrais Elétricas S/A understand that in December 31, 2012 and 2011, in addition to the financial covenants, is in compliance with all other covenants required by the financing contracts. 04/03/2011 Annual And Sustainability Report Eletrosul 2012 | 09/11/2010 19/07/2012 29/06/2009 Implementation LT Porto Velho (RO) - Araraquara 2 (SP) Implementation Usina Eólica Implementation UHE Jirau (RO) Implementation UHE Jirau (RO) Implementation UHE Jirau (RO) Implementation UHE Jirau (RO) Implementation UHE Jirau (RO) Implementation UHE Jirau (RO) Work Financing SE Coletora Porto Velho TJLP + 2,65% 112% of CDI rate TJLP + 2,65% TJLP + 2,65% TJLP + 2,65% TJLP + 2,65% TJLP + 2,65% TJLP + 2,08% IPCA/TJLP + 2,12% a.a. TJLP + 2,12% TJLP + 2,12% SE Caxias 6, SE Ijuí 2, SE Nova Petrópolis 2 e SE Lajeado Grande SE Foz de Chapecó TJLP + 3,00% 4,5% a.a. 4,5% a.a. Implementation of transmission line 525 kV, Campos Novos (SC) - Nova Santa Rita (RS) Windmills Construction Windmills Construction 4,5% a.a. Basket of Currencies + 4,5% a.a. Implantation of transmission line 535 kV, Ivaporã (PR) - Londrina (PR) Windmills Construction TJLP + 4,50% Basket of Currencies + 4,0% a.a. TJLP + 4,0% a.a. Basket of Currencies + 4,0% a.a. Implantation of transmission line 535 kV, Ivaporã (PR) - Londrina (PR) Implementation of transmission line 230 kV, Lagoa Vermelha (RS) - Santa Marta (RS) Implementation of transmission line 535 kV, Ivaiporã (PR) - Cascavel do Oeste (PR) TJLP + 4,0% Implementation of transmission line 535 kV, Salto Santiago (PR) - Ivaiporã (PR) Interest TJLP + 2,4% Objective Implementation UHE Teles Pires (MT) Balances refer to ratio of Eletrosul participation Reais * BNDES 29/06/2009 Reais Reais BNB Reais ITAU BBA Banrisul 29/06/2009 Reais Bradesco BBI 29/06/2009 29/06/2009 29/06/2009 Reais Reais BNDES Reais Reais BNDES 30/04/2012 Banco do Brasil Reais BNDES 04/04/2012 07/05/2008 25/06/2010 25/06/2010 25/06/2010 15/10/2006 15/10/2006 30/08/2005 20/12/2005 05/08/2005 20/12/2011 Date Signature CEF Reais BNDES Reais BNDES/Banco do Brasil Reais Dolar BRDE BNDES Reais BRDE Reais Reais BNDES BNDES/Banco do Brasil Dolar BNDES Reais Reais BNDES BNDES/Banco do Brasil Reais Currency BNDES Creditor AFFILIAT 29/09/2028 01/01/2013 01/01/2033 01/01/2033 01/01/2033 01/01/2033 01/01/2033 01/01/2033 15/08/2028 01/03/2027 01/03/2027 01/01/2021 01/07/2020 01/07/2020 01/07/2020 15/03/2019 15/03/2019 15/01/2018 15/10/2018 15/10/2018 15/06/2036 Maturity Contract Balance on 222,489 3,013,138 Total 12,618 42,645 170,393 181,893 253,492 253,492 907,095 302,006 5,067 30,899 101,508 71,492 71,492 70,063 6,701 29,571 9,825 15,096 68,921 186,380 12.31.2012 a, b, c, d, e m a, b, c, d, e a, b, c, d, e a, b, c, d, e a, b, c, d, e a, b, c, d, e a, b, c, d, e j n n f i i i k k g, h k k l Guarantees 13. Financial Statements and Notes e) Contractual terms of the financing of controlled companies: 249 (i) Endorsement in part of Eletrobras and the company’s assets in chattel mortgage to the Bank of Brazil; (j) Fiduciary assignment of all rights arising from the concession that is hold due to the Concession Transmission nº 010/2009 – ANEEL; (k) Pledge of the rights arising from the concession, the security of all common shares issued by the Company, the collateral of the credit rights arising from the provision of transmission services and maintain a debt coverage ratio - ICSD above 1.3 for the duration of the contact; (l) Pledge Letter issued by the Bank of Brazil; (m)Collateral represented by chattel mortgage of all shares of Livramento Holding, held by the shareholders as the proportion of participation of each in the share capital of the issuer; (n) Eletrobras Pledge, fiduciary assignment of rights arising from the concession and credit rights of the contract for transmission services. Guarantees of Controlled Companies (a) Pledge of controlled companies’ shares; (b) Fiduciary assignment of rights arising from the concession and the credit rights; (c) Pledge of dividends and interest on own capital; (d) Conditional Assignment of project contracts and guarantees of execution (e) Fiduciary assignment of the rights arising from the support contract and account for insufficiency; (f) Pledge of the rights arising from the RS Energy Concession, pledge of credit rights, and a pledge of common shares owned by the Shareholders; (g) Pledge of common shares owned by the Shareholders of Eletrosul, Terna, CEEE and DME. In addition to the pledge of shares, the own revenue of the transmission and concession rights from ETAU were pledged as collateral to the financing; (h) Pledge of common shares owned by the Stockholder Eletrosul. In addition to the pledge of shares, receivables and one fund tied to secure the payment of the cost of O & M and debt payments were established for three months; f) Composition of the debt balance by indicator Controlling Company 2012 2011 2012 2011 IPCA 786,187 777,538 786,187 777,538 TJLP 947,913 856,744 3,926,636 2,707,660 SELIC 106,107 – 106,107 – 35,832 32,359 57,630 51,172 – – 12,618 – 156,894 174,849 156,894 369,466 2,032,933 1,841,490 5,046,072 3,905,836 2,018,395 1,823,793 4,757,673 3,877,397 14,538 17,697 288,399 28,439 2,032,933 1,841,490 5,046,072 3,905,836 Basket of Currencies CDI rate Other Total Principal Charges Total 250 Consolidated | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes g) Index coverage of the debt service – ICSD* According to the table shown below, the ICSD calculated for Eletrosul refers to the period from June to December 2012, it shows a value above the minimum required by the BNDES, which is 1.3. The index for debt service coverage is calculated by dividing operating cash flow by the debt service, based on information recorded in the financial statements. CALCULATION OF COVERAGE RATIO OF DEBIT SERVICE (ICSD) Period: December 2012 and June 2012 A) Generation of activity cash 2,035,680 (+) Final availability in immediate previous period 210,102 (+) LAJIDA (EBITDA) 370,578 (+) Net profit 65,833 (+) Net financial expense (income) 163,703 (+) Provision for Income Tax and Social Contribuition (306,046) (+) Depreciation and amortization 14,340 (+) Other net non-operational Expenses (income) 482,448 (+) Loss (profit) resulting of equity asset (49,700) (-) Income Tax 225,601 (-) Social Contribuition 80,445 (+/-) Working capital variation 1,148,954 (+)Needed of Working capital on period t 1,442,518 (+) Current assets minus availability 1,912,683 (-) Current liability minus loans, financing, short-term debenture and advanced for futural capital increase (-)Needed of Working capital on period t-1 293,564 (+) Current assets minus availability 648,961 (-) Current liability minus loans, financing, short-term debenture and advanced for futural capital increase B) Debit Service 355,397 229,053 (+) Amortization of principal 102,754 (+) Payment of interest 126,299 C) Coverage ratio of debit service A/B Target * 470,165 8.9 Equal to or greater than 1.3 Information not audited by independent auditors. Annual And Sustainability Report Eletrosul 2012 | 251 NOTE 22 – Payable Taxes Controlling Company 2012 2011 Consolidated 2012 2011 Current Liability 261 459 503 616 1,203 2,117 2,317 2,850 Special installment plan (PAES) 31,015 30,055 31,015 30,055 Social charges (Payroll) 6,579 6,490 6,891 6,871 IRPJ/CSLL/PIS/COFINS - Law 10.833/03 2,185 3,151 2,185 3,360 18 – 3,076 2,806 – – 8,879 7,816 41 47 41 796 4,027 4,005 8,863 6,133 45,329 46,324 63,770 61,303 109,762 136,476 109,762 136,476 109,762 136,476 109,762 136,476 155,091 182,800 173,532 197,779 PIS COFINS Social Contribuition Income Tax ICMS Other tributes and contributions Non-Current Liability Special installment plan (PAES) a) Changes in the amounts owed to PAES is shown below: Controlling Company Closing balance of previous period Monetary Restatement Payment done Adjustment of present value (AVP) Balance ending period Current Non-Current 2012 2011 2012 2011 166,531 184,260 166,531 184,260 5,559 6,911 5,559 6,911 (31,158) (29,663) (31,158) (29,663) (155) 5,023 (155) 5,023 140,777 166,531 140,777 166,531 31,015 30,055 31,015 30,055 109,762 136,476 109,762 136,476 The amount of BRL 140.777 million refers to the balance at December 31, 2012 (BRL 166.531 million in December 2011) of the Special Installment (PAES), Law No. 10.684/03, obtained in August 2003, with the Federal Revenue in the amount of BRL 238.717 million, to be paid in 180 months. 252 Consolidated | Annual And Sustainability Report Eletrosul 2012 The debt in question had its origin when the Company, for the express determination treaty between Brazil and Paraguay and by Law No. 5.899/73, responded by passing, to distributors, part of the energy generated by Itaipu Hydroelectric Power Plant, and offered to 13. Financial Statements and Notes b) Adjustment to present value of special installment PAES tax PIS / COFINS and PASEP only the gross margin in the transaction (transfer value of the purchase price less energy Itaipu), which, in the light of the understanding of the Federal Revenue Service, was not acceptable. Thus, the question began to be discussed by judicial means, resulting in unfavorable decision of the Federal Court of the 4th region in Porto Alegre, Rio Grande do Sul, and, consequently, the recognition by the Company of the aforementioned debt. According to tax installment program, the open amounts have been paid off in monthly installments, which were set at the beginning of the contract and updated by Interest Rate (TJLP), maturing in July 2018. The present value of this liability was calculated using projection update debt at the rate of 5.50% per year, discounted to present value at a discount rate of 4.73% per year. Having joined the program, the Company is required to pay regular installments. Controlling company and consolidated Special installment plan PAES Nominal value of parcelling (-) Adjustment of present value Net Value c) The original amount of the debts included in PAES, differentiated by type of tax and Nature (principal and interest), can be seen below: PIS COFINS Parcelling Interest Total of initial parcelling 2012 2011 144,587 170,185 (3,810) (3,654) 140,777 166,531 According to art. 15 of Law No. 11.941/2009, which established the Transitional Tax Regime (“RTT”) for determination of taxable income, the Company and its Controlled Companies considered the RTT option applicable to 20082009, by sending the Declaration of Income Tax 2009 relating to the 2008 calendar year. From the calendar year 2010, the RTT adoption became mandatory. 29,774 134,880 917 73,146 238,717 NOTE 23 – Estimated Obligations Controlling Company Consolidated 2012 2011 2012 2011 33,170 29,918 33,687 30,155 Social Contribuition – – 1,553 295 Income Tax – – 5,429 1,620 Provision construction phase Northern Brazil – – 174,481 – 31,772 33,470 31,772 33,470 – – 438 34 64,942 63,388 247,360 65,574 Provision of labor and social charges Profit sharing Other Annual And Sustainability Report Eletrosul 2012 | 253 The amount of BRL 174.481 million, under the heading “Provisions construction Northern Brazil” in the consolidated, refers to commitments contracted but not yet billed, that are linked to completion of pending completion of constructions on the SPE North Brazil Transmitter of Energy S/A. The services were provided and are recorded based on physical measurements made by contract terms, leaving the receipt of the supplier’s receipts / invoices. NOTE 24 – Onerous Contracts The amount provided in respect of onerous contracts is presented below: Consolidated 12.31.2012 Plant UHE Jirau (a) Period Total values* Period 2013-2032 896,494 – UHE São Domingos (b) 2013 13,930 2012 UHE Mauá - Klabin (c) 2013-2016 48,576 – – 4,857 – – – 2012 311 UHE Passo São João – – 2012 2,047 959,000 7,215 2012 prices a) Purchase of energy of the controlled companies Eletrosul holds contracts of purchase and sale of energy signed with its joint company, the Sustainable Energy of Brazil S/A (UHE Jirau), having been granted to the financing agent of the respective project, Banco Nacional de Desenvolvimento Economico e Social (BNDES), the acquisition by Eletrosul, energy not marketed in Regulated Contracting Environment (“ACR”) by the enterprise in proportion to their shareholding, for the duration of the financing agreement (contract of 2012), with an average value of acquisition based on the signed contract is approximately BRL 152.00 per MWh. The provision for onerous contract contemplates the valuation at present value, the discount rate of 4.98% per year (rate “WACC”), of the purchase obligation based on the contractual sale prices, and the sale of the same amount, by Eletrosul, with reference to the price of BRL 67.00 / MWh, calculated based on the PLD historical average of the last ten years, for accounting purposes only. 254 Total values UHE Mauá Total * 12.31.2011 | Annual And Sustainability Report Eletrosul 2012 It was also computed in the forecast the future benefit under the contract at the rate of 20%, meaning that the participation of Eletrosul in the estimated result of this agreement to be determined by the ESRB due to the PPA (powerpurchaseagreemet). The result was brought to present value using the same discount rate earlier mentioned, and which resulted in the recognition in 2012 of the provision for losses on onerous contract in the amount of BRL 896,494.00. Despite being established and recognized in the balance, the provision for onerous contract for the PPA (powerpurchaseagreement) signed with the Sustainable Energy of Brazil will provide the Company the benefit of dividends that will be generated in the future. b) Purchase of energy to supply the UHE São Domingos In the light of delay in commercial operation of UHE São Domingos the Company expects to purchase energy to meet the ballast of the agreements in the Regulated Contracting 13. Financial Statements and Notes NOTE 25 – Risk Provisions Environment (ACR “), the amount provisioned in the balance of 2012 is BRL 13.93 million. The Company and its controlled companies are subject to certain risks, represented by tax lawsuits and labor and civil claims in the judicial sphere with various trial stages. The classification process is performed according to the expectations of loss as probable, possible or remote. c) Reimbursement of energy Klabin The Company has provisioned for compensation for the energy company Klabin S/A. for the loss of the generation that will occur in Hydroelectric Company Salto Maua for the period 2012-2016, due to the formation of Maua HPP reservoir. On December 31, 2012 the reserve was BRL 48.576 million. 25.1 Provisioned Lawsuits The provisions shown below, whose unfavorable outcomes for the company are considered probable, are recognized in the financial statements and are based on the opinion of the Company’s legal department. The provision was made based on the estimated total cost of purchasing power for compensation to Klabim S/A. for the period 2013-2016. Controlling Company 2012 Consolidated 2011 2012 2011 Non-Current Liability Labor Hazardous activities 6,786 6,173 6,786 6,173 Overtime 1,006 804 1,006 804 Salary reframe work 25,773 12,776 25,773 12,776 Indemnifications for moral/ material damages 2,607 1,195 2,607 1,195 FGTS/Deficient inflation adjustments 339 386 339 386 Joint liability/Fund RCT 14,480 13,041 14,480 13,041 Differences Benefits ELOS 4,044 4,080 4,044 4,080 Other 17,219 24,764 17,219 24,764 (24,679) (31,057) (24,679) (31,057) 47,575 32,162 47,575 32,162 26,295 21,037 26,383 21,125 (527) (1,099) (527) (1,099) 25,768 19,938 25,856 20,026 47,616 5,154 47,616 5,376 - - 49,614 - (593) (5,019) (593) (5,019) 47,023 135 96,637 357 120,366 52,235 170,068 52,545 Deposits linked to litigation Civel Indemnities Deposits linked to litigation Tax Notices ICMS - ESBR Deposits linked to litigation Annual And Sustainability Report Eletrosul 2012 | 255 The values of BRL 24,679,000.00, BRL 527,000,000.00 and BRL 593,000,000.00 (BRL 30,057,000.00, BRL 1,099,000.00 and BRL 5,019,000.00 in December 2011) presented in the table above under “linked deposits for litigation,” correspond to judicial deposits linked to labor, civil and tax, being shown as a reduction in provisions, in accordance with CPC 25. on a timely manner in August 16, 2012 and September 25, 2012, filed appeals at the administrative level to the Council of Administrative Tax Appeals - CARF, which greeted promptly on September 28, 2012 pending appeal manifestation PGFN since January 15, 2013, and which will later be distributed to the bench for judgement. Of the value of BRL 17,219,000.00 (BRL 24,764,000.00 in December 2011) shown under “other”, BRL 13,870,000.00 (BRL 19,489,000.00 in December 2011) refers to pending judicial deposits of permits of several processes. The Company’s management, grounded on the opinion of its internal legal counsel, chose to acknowledge the provision of the tax assessment of the Federal Revenue of Brazil ‘s Balance Sheet. The Company believes that the amount provided is considered adequate to cover probable losses on these issues. Of the value of BRL 47,616,000.00 (BRL 5,554,000.00 in December 2011) shown under “notifications”, BRL 46,430,000.00 related assessment of social security contributions on the PREQ covering the period of 2006 to 2009. This assessment had its origin on October 17, 2010 when the Federal Revenue of Brazil issued infraction notice complaining that the PREQ is not characterized as severance plan and consequently social security contributions are due. The tax exaction in question covers the period 2006-2009. However, the Company appealed the tax assessments ex officio requiring the invalidation and non-subsistence of their respective assessment notices regarding Social Security Contributions of the Company, the Third Party and Employees on the amount of damages PREQ received and / or to be received by the insured employees, as well as those incidents for Funding of Benefits by Employment Incapacity. Challenges by the Company requiring the Federal Revenue of Brazil Judgement review of legal acts of tax, from January 18, 2011, in the first instance were writs on June 28, 2012, as the content of the decisions rendered by the judgments No. 07-29406, 07-29407, 07-29725 and 07-29727, all of the 6th Bench, whose manifestations of this Company 256 | Annual And Sustainability Report Eletrosul 2012 Under the caption “ICMS - ESRB” in the consolidated, the amount of BRL 49,614,000.00 refers to the provision for contingency in controlled Sustainable Energy of Brazil concerning ICMS owed on the importing of machinery and industrial equipment and parts and pieces, with no similar in the country, applied in the construction of UHE Jirau. The effects of ICMS No. 47/2011 and Law No. 2.538/11 RO are suspended by forces of the injunction granted by the President the Court of Justice of the state of Rondônia on direct action of unconstitutionality filed by the Attorney General of Rondônia. On September 27, 2012 Sustainable Energy of Brazil filed a Declaratory Action, requesting a preliminary order, to obtain confirmation of the benefit of exemption from ICMS provided for in item 74 of Table 1 of Annex 1 of Decree 8.321/98, awaiting examination the merits in the first instance. On October 16, 2012, the Federation of Industries of the State of Rondônia (FIERO), filed a Direct Unconstitutionality Action, requesting a preliminary order, seeking annulment of Decree 15.858/2011 and the immediate restoration of the benefit of exemption previously provided in Section 74 table 1 of Decree 8.321/98. On 11/16/2012 it was granted an injunction suspending the 13. Financial Statements and Notes retroactive effects of Decree 15.858/2011. Due to the declaratory action filed in the last quarter of 2012, the ESRB reclassified the ICMS recorded in current liabilities for likely contingencies as non-current, totaling the amount of BRL 49,614,000.00 on November 30, 2012 (base date of the consolidation). Changes in the provision for the year 2012 and 2011 are shown below: Balance on December, 31 2010 76,790 Additions 33,540 Write-off (60,549) Monetary Restatement 2,454 Balance on December, 31 2011 52,235 Additions 77,122 Write-off (21,626) Monetary Restatement 1,259 Reclassification of Judicial department to the Asset (note 14) 11,376 Balance on December, 31 2012 120,366 25.2 Lawsuits of possible risk, non provisioned The Company records under “Provisions for contingencies”, only the values of related judicial deposits to provisions whose opinion of the legal was “probable loss”, reducing provisions for contingencies. The remaining judicial deposits, those deemed “Possible Loss” and “Remote Loss” are shown in non-current assets. Contingências 25.2.1 Control Company The Company also has actions not provided with possible loss, as the following distribution shows: Controlling Company Consolidated 2012 2011 2012 2011 Civel 63,528 56,106 63,528 56,106 Labor 12,987 13,362 24,616 24,844 956 788 21,630 20,216 77,471 70,256 109,774 101,166 Tax Total The amount of BRL 63,528,000.00, as shown as civil liability, classified by legal counsel as possible, refers to basically to processes of: compensation in the amount of BRL 5,111,000.00, the nullity of the bidding process in the amount of BRL 6,222,000.00, review contract in the amount of BRL 7,493,000.00 and cancellation of the contract in the amount of BRL 28,652,000.00. 25.2.2 ESBR Holdings S/A Tax Lawsuits Refers to the collection of ISSQN tax on the construction contract of civil works of Jirau Hydropower Plant, signed with the supplier Buildings and Trade Camargo Corrêa S/A, which is accomplished by reducing the basis for calculating the tax at 60%. Although the Annual And Sustainability Report Eletrosul 2012 | 257 Municipal Treasury of the Municipality of Porto Velho - RO has issued an opinion considering valid deduction in the calculation basis of the ISSQN tax, the existing process was not extinct since that filed the issue; it becomes the responsibility of the City Prosecutor. So in controversy over the Municipal Treasury, the 1st Court of Public Treasury issued a sentence of Rondônia in the first instance in favor of the Municipality of Porto Velho. The decision is being appealed by the ESRB. This balance, adjusted for inflation, amounts BRL 20,674,000.00 on December 31, 2012 (BRL19,428,000.00 on December 31, 2011). Embodied in the evolution of the aforementioned facts and the opinion of its internal and external attorneys, the Company believes that the risk of loss of the cause is possible. Thus, made a provision of the success fees of outside attorneys, whose balance at December 31, 2012 and December 31, 2011 is BRL 864,000.00. Labor Lawsuits The Company is a defendant in 114 labor claims, all of which are related to employees or former employees of contractors and subcontractors by the Company, attached as jointly liable. These claims total an approximate amount of BRL 11,629,000.00 on 31 of December 2012 (BRL 11,482,000.00 on December 31, 2011). Of this amount, BRL 9,556,000.00 (BRL 7,016,000.00 on December 31, 2011) are related to causes the risk of loss as probable and BRL 506,000,.00 (BRL 506,000.00 on December 31, 2011) are provisioned for being classified as probable risks. 25.3 Administrative Proceedings of possible risk 25.3.1 Hydroelectric Power PlantTeles Pires Environmental Lawsuits The Teles Pires Hydroelectric Company controlled by TP Participações S/A is involved in four lawsuits, having the nature of Public Civil Action, regarding the environmental 258 | Annual And Sustainability Report Eletrosul 2012 portion of the project. Such proceedings have prognosis of possible loss according to management’s assessment, embodied by its external legal counsel. The amounts (*) presented in the table below were set unilaterally by the public prosecutor and are considered by the management to be purely informative, not necessarily attributable to the value of a possible loss. a) Absence of the study of the indigenous component (No. 0005891-81.2012:4.01.3600) – value BRL 3,600,000.00 *. b) Absence of prior free consultation of indigenous peoples affected by the enterprise (No.0003947-44.2012.4.01.3600) – value BRL 3,600,000.00 *. c) Irregular terms of agreement with municipalities (No.8006-03.2011.4.01.3603) – value BRL 16,500,000.00 *. d) Irregular situation regarding the state law of Mato Grosso (No. 0007742-83.2011.4.01.3603) – value BRL 1,000,000.00 *. 25.4 Fiscal Administrative Proceedings of not provisioned remote risk 25.4.1 Controller The Company is in dispute with the administrative-tax Brazilian Federal Revenue Officedue to the following facts: a) Law 8.727/93 – Renegotiated credits with the Union –corporate income tax / social contribution on net income On December 17, 2010, the Brazilian Federal Revenue Officeissued notice of violation requiring that the system of deferral of the taxes levied on the difference not renegotiated loans received from the Union finds no legal support. Their “Exatoria Fiscal Federal” challenged the systematic gathering adopted by the Company in the period from 2005 to 2009, notifying the taxes owed as an accrual basis, disregarding gatherings maid effective 13. Financial Statements and Notes by the Company during the exaction. However, this same Federal Revenue of Brazil in 2001 sought clarification with the Company on the system adopted, without any manifestation against the procedure. pursuant to article 10, section XI and Article 15 of Law 10.833/2003, c / Article 109 of Law No. 11.196/2005, such revenues are conceptualized as “pre-determined price” and therefore remain taxable in the cumulative regime. Consecutivelythe Company tacitly understood that the entity hadapproved approval of the form of tax collection. However, the Company challenged the tax assessment requiring the invalidation and glibon the infringement notification, these required taxes on financial income arising from the fragmentation of Law No. 8.727/1993. Despite the National Electric Energy Agency [Agência Nacional de Energia Elétrica] – ANEEL not supplementingthe Company’s taxes to non-cumulative PIS / COFINS, due to theunderstanding that the contracts that originate such revenues fall within the concept of pre-determined price and also the restatement of contracts by contractual terms does not constitute a distortion of the pre-determined price, according to the Technical Note No. 224/2006-SFF-ANEEL, the Brazilian Federal Revenue Officedid not recognize the Company’s assertions. Thus, the income from public contractsof the electric energy transmission service prior to October 31, 2003, which have been taxed by cumulative PIS / COFINS in the order of 3.65% by the Company, were required by the Brazilian Federal Revenue Officeat the noncumulative tax regime of 9.25%. However, the Company challenged the tax assessment office of glib and requiring the invalidation of the tax assessment of PIS and COFINS. The Company’s contesting piece requiring of the Brazilian Federal Revenue OfficeJudging a review of the act of tax assessment, since January 18, 2011, was denied on June 28, 2011, in the first instance, as content of the decision rendered by middle of Judgment No. 07-25-226 3rd Class, whose manifestation this Company promptly in September 2, 2011, filed an appeal at the administrative level to the Board of Tax Appeals - CARF. The adjusted amount on the infringement notification on December 31, 2012 is BRL 432,485,000. The Company Administrative Body embodied in maintaining its legal counsel’s opinion and external legal and tax experts consultants, who attribute a degree of remote risk of loss challenge, including at the judicial level, chooses to keep the non-recognition of the accounting provision on the infringement notification of the Federal Revenue of Brazil to the Balance Sheet. b) PIS and COFINS – Contracts prior to 31/10/2003 - non cumulative x cumulative On January 7, 2011, the Brazilian Federal Revenue Officeissued a tax assessment related to PIS / COFINS tributes, deciding that the said taxes, in the period monitored from 2006 to 2007, should focus on revenue of the contracts signed by 31 October 2003 by a non-cumulative regime, unlike the cumulative regime. However, The Company’s challenging piece requiring of the Brazilian Federal Revenue Office Judging reviewing craft act of tax assessment from January 7, 2011, in the first instance, was denied on August 10, 2011 according to the activity of the decision by middle of Judgment No. 07-25-585 4th Class, whose manifestation this Company promptly filed an appeal in October 17, 2011, at the administrative level to the Board of Tax Appeals - CARF, and on November 28, 2012 the appeal filed by the Company has been denied by the casting vote, it was been awaiting the subpoena since January 8, 2013, by the Brazilian Federal Revenue Office, due to the decision of Judgment No. 3302-001896 for the purpose of bringing embargoes and / or special appeal. The adjusted amount on the infringement notification on December 31, 2012 is BRL 133,210,000. Annual And Sustainability Report Eletrosul 2012 | 259 The Company Administrative Body embodied in maintaining its legal counsel’s opinion and external legal and tax experts consultants, who attribute a degree of remote risk of loss challenge, including at the judicial level, chooses to keep the non-recognition of the accounting provision on the infringement notification of the Federal Revenue of Brazil to the Balance Sheet. NOTE 26 – Research and Development Controlling Company 2012 2011 2012 2011 National Fund for the Development of Science and Technology (FNDCT) 607 544 798 623 Company of Energy Research (EPE) 330 299 398 339 Estimated bonds Research and Development (R&D) 25,394 28,634 28,361 30,925 Total 26,331 29,477 29,557 31,887 Law 9991, July 2000, states that the companies holding concession for operation of electricity are required to invest in Research and Development (R & D), to the technological improvement of the activity, in an amount equivalent to 1% of net sales, and 0.40% for Research and Development (R & D), 0.40% to the National Fund for Scientific and Technological Development (FNDCT) and 0.20% for the Energy Research Company (EPE). NOTE 27 – Concessions To Pay – Use Of Public Goods The Company and its subsidiaries have contracts with the federal granting for the use of public property for the generation of electrical energy in the power plants of Passo São João, Maua and Sao Domingos and ventures through the Specific Purpose Entities (SPEs) in the plants of Jirau and Teles Pires. The characteristics of business and contracts 260 Consolidated | Annual And Sustainability Report Eletrosul 2012 indicate the status and intention of the parties to execute them in full. Trying to adequately reflect the assets, the concession fee and the related obligation to the Union, the values of the grants were recorded as intangible assets against noncurrent liabilities. The values identified in the contracts are futures prices and, therefore, the Company adjusted these contracts to present value based on the discount rate determined on the date of the obligation. The update of the obligation due to the discount rate and the inflation adjustment is being capitalized in assets during the construction of the plants, and from the date of commercial operation, recognized directly in the results. 13. Financial Statements and Notes Controlling Company Use of public asset Consolidated 2012 2011 2012 2011 Usina Passo São João 4,021 4,069 4,021 4,069 Usina Mauá (Consórcio Cruzeiro do Sul - 49%) 12,352 12,357 12,352 12,357 Usina São Domingos 9,228 4,774 9,228 4,774 Usina Jirau (SPE ESBRP - 20%) – – 22,436 19,888 Usina Teles Pires (SPE Teles Pires - 24,5%) – – 19,924 17,328 25,601 21,200 67,961 58,416 Usina Passo São João 285 – 285 – Usina Mauá (Consórcio Cruzeiro do Sul - 49%) 854 – 854 – Usina São Domingos 731 – 731 – 1,870 – 1,870 – 4,122 4,069 4,122 4,069 Usina Mauá (Consórcio Cruzeiro do Sul - 49%) 12,547 12,357 12,547 12,357 Usina São Domingos 9,838 4,774 9,838 4,774 Usina Jirau (SPE ESBRP - 20%) – – 22,436 19,888 Usina Teles Pires (SPE Teles Pires - 24,5%) – – 19,924 17,328 26,507 21,200 68,867 58,416 28,377 21,200 70,737 58,416 Non-Current Asset (intangible) Current Liability Non-Current Liability Usina Passo São João The UBP payments will be made in monthly installments from the commencement of commercial operations by the end of the concession period, and are provided as follows: Original Values * Updated Values Plant Payment period Annual Payment Total Payment Usina Passo São João 04/2012 a 08/2041 200 5,944 285 8,170 Usina Mauá* 10/2012 a 07/2042 618 18,855 854 25,264 Usina São Domingos 02/2012 a 12/2037 260 6,717 730 18,250 Usina Jirau* 01/2013 a 08/2043 1,575 48,420 2,018 62,067 Usina Teles Pires* 04/2015 a 06/2046 1,351 42,223 1,387 42,997 Annual Payment Total Payment Eletrosul participation on Consortium or on SPE. Annual And Sustainability Report Eletrosul 2012 | 261 NOTE 28 – Other Liabilities Controlling Company 2012 2011 Consolidated 2012 2011 Current 2,440 2,120 2,453 2,017 1,376 1,287 1,376 1,287 Eletrobras Agreement 989 4,590 989 4,590 Supervisory fee - ANEEL 422 337 880 593 – 1,397 1,529 2,095 4,349 27,381 4,349 27,381 – – 217 – 48,367 – 48,367 – 1,870 – 1,870 – – – – 12,934 15,932 – 15,932 – 88,969 – 88,969 – 4,067 4,787 46,780 5,882 168,781 41,899 213,711 56,779 7,212 13,604 7,212 13,604 – – 1,030 2,059 57 55 6,555 3,473 7,269 13,659 14,797 19,136 176,050 55,558 228,508 75,915 Indemnities / expropriation MME-PRODEEM-Agreement n° 009/2004 Global Reserve of Reversion (RGR) Amounts to be recovered - Copel Pre-operating provisions Escrow and guarantee Eletronet Payable Concession - Use of public asset Derivatives (note 47) Provisioning UHE Passo São João Provisioning UHE Mauá Other Non-Current Staff Programmed Readjustment Plan Insurance Other 262 The value of BRL 2,440 thousandunder the heading “Compensation / expropriation” refers to amounts accrued for severance payments and foreclosures in areas considered of public interest for the construction of lines, substations and power plants, due to the settlement of compensation claims. The balances under “Provisioning” concerning UHE Passo São João, in the amount of BRL 15,932 thousand and UHE Mauá, amounting to BRL 88,969 thousand, relate mainly to provisions for contractual discounts with suppliers for completion of construction of the plants recognized in fixed assets. The amount of BRL 7,212 thousand shown in the noncurrent caption “Plan of Programmed Readjustment of Workforce (PREQ)” refers to the obligation of Eletrosul with retirees who elected to receive the money in installments over twelve months. NOTE 29 – Long-Term Obligations* | Annual And Sustainability Report Eletrosul 2012 Eletrosul and its subsidiaries own contracts of purchase and sale of electricity in the regulated place and bi-lateral agreements, as shown below. 13. Financial Statements and Notes a) Energy and sales Controlling Company Sold positions 2013 2014 2015 2016 2017 After 2017 Volume MW 1,463,620.80 1,463,620.80 1,463,620.80 1,463,620.80 1,463,620.80 33,654,518.40 159.05 159.05 159.05 159.05 159.05 159.12 232,791 232,791 232,791 232,791 232,791 5,355,266 Price MWh Total Consolidated Sold positions 2013 2014 2015 2016 2017 After 2017 Volume MW 3,308,595.41 5,853,476.09 8,049,608.04 8,278,456.06 8,273,073.50 189,242,283.65 140.37 133.42 114.82 112.95 111.71 107.15 464,440 780,978 924,229 935,011 924,179 20,277,668 Price MWh Total b) Purchase of energy Controlling Company Purchased positions 2013 2014 2015 Volume MW 185,077.00 105,120.00 105,120.00 Price MWh 135.00 135.00 Total 24,985 14,191 2016 2017 After 2017 5,472.00 – – 135.00 135.05 – – 14,191 739 – – Consolidated Purchased positions 2013 2014 2015 2016 2017 After 2017 Volume MW 1,087,098.32 1,927,883.28 1,505,432.96 1,246,291.06 1,240,011.14 23,128,334.93 Price MWh 148.50 155.54 161.03 162.82 154.55 145.81 Total 161,431 299,854 242,425 202,919 191,649 3,372,272 The difference between the purchase price and sale in the consolidated basically refers to contracts of PPA of the JirauPlant, the effect of this onerous contract is presented in the note 24. * Information not audited by independent auditors. Annual And Sustainability Report Eletrosul 2012 | 263 NOTE 30 – Post-Employment Benefit a) Retirement benefit obligations In accordance with CVM Resolution 695 of December 13, 2012, the Company recognized gains and losses of the programs of post- employment benefits in the same year that occur in “Other Comprehensive Income”, according to the guidelines CPC 33 (R1) of the FASB and the International Accounting Standards IAS 19. Obligations registered in the balance sheet Liability 2012 Pension plan* 187,290 14,390 6,457 5,324 48,982 22,682 242,729 42,396 4,705 3,661 238,024 38,735 Medical-hospital coverage (nota 30,e) Contracted Debit (nota 30, d) Total of obligations registered Current Non-Current 2011 Income (expense) recognized in the result Pension plan Medical-hospital coverage 2012 2011 12,689 (1,500) 386 599 13,075 (901) Gains (losses) recognized in other comprehensive results 2012 2011 176,862 32,900 1,384 846 178,246 33,746 Gain (Loss) actuarials of year: Pension plan Medical-hospital coverage Total Other accumulated comprehensive income (net of taxes) Pension plan Medical-hospital coverage Total b) Retirement plan and pension The Company sponsors the Foundation Eletrosul of Social Security (ELOS), a Closed Entity of Pension Funds, nonprofit organization that aims to complement basic average salary of the last 36 months of activity of the employee, in relation to value of retirement benefits from the Official Retirement Plan to the Defined Benefit Plan 264 | Annual And Sustainability Report Eletrosul 2012 2012 2011 12,689 (1,500) 386 599 13,075 (901) (DB) and at January 1, 2010, became effective the Defined Contribution Plan (DC), which was offered as optional for employees. The DC plan was approved by decree No. 3253 of December 23, 2009, of the Department of Pension Funds (SPC). The Defined Contribution Plan (DC) provides benefits similar to the previous one; however 13. Financial Statements and Notes as a result of the conversion of reserves accumulated during the active period, without the wage, except where settings by actuarial aim to hit him at the time of retirement. The contributions are accumulated in individual accounts of participants and sponsor and are results from the funding plan pre established annually by the actuary responsible for the program which is also managed by ELOS Foundation. At year-end 2011, of the 1,566 POPULATION DATA BD PLAN active employees, 866 of them had already joined the new plan, representing just over 50% of the mass of the previous plan. The one who were already retired before the DC Plan, remained in the BD Plan. The sponsored plans, which are of the defined benefit and defined contribution had on December 31, 2012, as shown below, with the following population profile: 2012 2011 1. Active Participant 1.1. Participant - nº 672 700 1.2. Average Age 48.3 47.0 1.3. Credited Service 19.7 18.1 1.4. Time left to retirement 11.0 13.5 8,446.83 7,760.34 511 548 60.2 59.3 5,779.06 5,418.81 43 33 51.8 54.0 2,510.61 2,293.76 1,226 1,281 1.5. Average Salary BRL 2. Retired 2.1. Retired Participant - nº 2.2. Average Age 2.3. Average Benefity BRL 3. Pensioniers 3.1. Pensioniers Participant - nº 3.2. Average Age 3.3. Average Benefity BRL Total Population *Source: Actuarial Report , base date October/12 As of December 15, 2000, the cost of the plan began to be divided equally between sponsor and employees, except the burden resulting from the conversion of special pensions in retirement for length of service. The sponsor’s regular contribution for current service coverage in 2011 was BRL 23,976 thousand (BRL 21,578 thousand in 2011), equivalent to the contribution of the participants. concerning their employees. The completion of these commitments ceases when the retiree complete the acquisition time, the benefit being updated by the INPC. The amount of this commitment, for retired employees is accrued under the title “Special retirement - SB 40”. In 2012 this provision was supplemented by BRL 1,053 thousand(BRL 14,321 thousand in 2011), due to the granting of new retirees. As provided for by Regulation Benefit Plan Foundation, the Company is responsible for the burden resulting from the conversion of special pensions in retirement for length of service Liabilities related to these programs were estimated by independent consulting actuaries and represent the present value of benefits and grant recipients. Annual And Sustainability Report Eletrosul 2012 | 265 c) Healthcare programs Besides the pensions programs, the Company also supports a program of medical assistance to retired employees and their dependents for disability through the use of physician credentialing system, the phase that the disability retirement benefit is in use, without the employment with Eletrosul being ceased during the first five years, actuarially evaluated on the basis established by CVM Resolution 695, of December 13, 2012. The obligations under this program were also calculated actuarially demonstrated in the same report cited above. The balance of the program of health care is shown below: Controlling Company 2012 2011 Current Non-Current total total Liability actuarial medical expenses – 6,457 6,457 5,324 Total – 6,457 6,457 5,324 d) Sponsor’s obligations equality contributory defined in Article 21 of the Supplementary Law No. 109 of May 29, 2001 and by the Foundation, are shown below: The obligations of the sponsor to the Foundation, including the complementation to cover actuarial liabilities and respecting Controlling Company 2012 Current Non-Current total total Special retirement - SB 40 4,647 987 5,634 12,203 Additional contribution/ registration length of service 2,989 3,173 6,162 8,731 Supplementary contribution 649 8,564 9,213 9,194 Contribution over current generation benefity 933 27,925 28,858 27,137 Difference mathematical reserve 134 4,615 4,749 4,756 Subtotal 9,352 45,264 54,616 62,021 Normal contribution 3,806 – 3,806 3,373 – 187,290 187,290 14,390 13,158 232,554 245,712 79,784 Liability actuarial pension plan Total 266 2011 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes The amount of BRL 5,634 thousand under special retirement - SB 40 relates to burden resulting from the conversion of special pensions in retirement for length of service concerning their employees. The completion of these commitments ceases when the retiree complete the acquisition time, the benefit being updated by the INPC. The amount of BRL 6,162 thousand under additional contribution refers to the particular instrument of confession and installment debt to cover the relisting for length of service, signed on December 20, 1993, with settlement in 240 monthly installments until December 2014. The amount of BRL 9,213 thousand under further contribution refers to Mathematical Reserve Contractor - Past Service, hired on April 1, 2008, to be paid in 192 monthly installments until December 2023. Both values are updated by the INPC + 6% interest per year. The provision of contributions by the sponsor on the Benefits of the Current Generation of employees enrolled in the Defined Benefit Plan, which until December 31, 2012, migrated to the new defined contribution plan - CD, actuarially evaluated, amounted to BRL 28,858 thousand, BRL 788,000 recognized in income in 2012 and BRL 22,284 thousand in the 2011 results. e) Actuarial calculation of program benefits The amounts calculated on an actuarial report on the program separately for retirement benefits and health care, recognized in the balance sheet are as follows: PENSION PLAN 2012 2011 (1,157,165) (741,299) 920,893 726,909 Present value of surplus obligations to the fair value of assets (236,272) (14,390) Liability actuarial recognized in balance (236,272) (14,390) Contracted Debit - liability recognized in balance (48,982) (22,682) Present value of actuarial obligations Fair value of plan assets MEDICAL-HOSPITAL COVERAGE Present value of actuarial obligations Fair value of plan assets Present value of surplus obligations to the fair value of assets Benefity assets - Asset Celling - IAS 19 - rule 58 Asset (Liability) Actuarial 2012 2011 (6,457) (5,324) – – (6,457) (5,324) – – (6,457) (5,324) Annual And Sustainability Report Eletrosul 2012 | 267 The increase in actuarial liabilities was mainly due to changes in the discount rate, as described in item “h” of this note. The movement on the obligations and assets in each year was as follows: Pension plan 2012 2011 741.299 775.906 Current service cost 10.620 8.034 Interest over actuarial obligation 74.368 66.347 (40.520) (35.913) 371.398 (73.075) Present value of actuarial obligations in the end of the year 1.157.165 741.299 Fair value of assets in the beginning of the year 726.909 849.593 Paid benefits during the year (40.520) (35.913) Participant contributions shed during the year 10.225 11.251 Employer contributions shed during the year 16.652 17.011 Effective assets income during the year 207.627 (115.033) Fair value of assets in the end of the year 920.893 726.909 2012 2011 5.324 4.147 – 281 386 318 Paid benefits in the year (637) (268) (Gain)/Loss over actuarial obligation 1.384 846 Present value of actuarial obligations in the end of the year 6.457 5.324 – – (637) (268) – – 637 268 Effective assets income during the year – – Fair value of assets in the end of the year – – (Gain)/Loss over plan assets – – Expected income of assets during the year – – Value of acturial obligations in the beginning of the year Paid benefits in the year (Gain)/Loss over actuarial obligation Medical-hospital coverage Value of acturial obligations in the beginning of the year Current service cost Interest over actuarial obligation Fair value of assets in the beginning of the year Paid benefits during the year Participant contributions shed during the year Employer contributions shed during the year 268 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes f) Collateral assets The collateral benefits of the program are as follows: ASSETS GUARANTEEING 2012 % 470,136 51.1% Fixed income - Bank 25,491 2.8% Variable income - Stock 19,895 2.2% Variable income - Bank 357,768 38.9% Real Estate 28,401 3.0% Loans 17,021 1.8% 274 0.0% Participant receivable contribution 1,343 0.1% Sponsors receivable contribution 1,564 0.2% 52 0.0% (1,052) -0.1% 920,893 100.0% 2012 2011 Fixed income - Federal Public Bond Avaiable assets Other receivable assets (-) Benefits liabilities Total g) Amounts recognized as results of operations The amounts recognized directly in the income statement as Other Expenses (or revenues), are shown below: Pension plan - BD Current service cost 10,620 8,034 Interest cost over actuarial obligations 74,368 66,347 – – (72,289) (75,880) 12,699 (1,499) 2012 2011 4,146 1,313 Interest cost over actuarial obligations – – Expected assets income – – 4,146 1,313 2012 2011 – 281 386 318 – – 386 599 Expected participants contribution Expected assets income Total Pension plan - CD Current service cost Total Medical-hospital coverage Current service cost Interest cost over actuarial obligations Expected assets income Total Annual And Sustainability Report Eletrosul 2012 | 269 h) The actuarial and financial assumptions used in the projections were: ECONOMIC HYPOTHESIS 2012 Annual acturial real interest rate 3.49% 5.53% Annual projected inflation rate 4.89% 4.50% Real annual salary evolution rate 2.00% 2.00% Real annual medical cost evolution 3.50% 1.00% Real annual benefits evolution 0.00% 0.00% Real annual benefits of general regime evolution 0.00% 0.00% Factor of benefits capacity 98.00% 100.00% Factor of salary capacity 98.00% 100.00% 3.50% 1.00% Factor of added medical cost ACTUARIAL HYPOTHESIS 2012 2011 Turnover rate 0.00% 0.00% AT-2000 AT-2000 AT-83 AT-83 LIGHT F LIGHT F 95% 95% 4 years 4 years Assets and inactives mortality table Void mortality table Invalidity table % of marriage on retirement date Age difference between men and women i) Employer contributions expected for next year Long-term interest rates From 2012, the interest rate used was the market for government bonds, according to criteria recommended by the accounting standards, terms similar to the flows of bonds benefit program, called the concept “Duration”. These rates were respectively 3.49% (5.53% in 2011). The Company expects to contribute BRL 18,077 thousand to the Defined Benefit Plan. j) Sensitivity Analysis The effects of variation of 1 pp in assumptions and discount rates are presented below: Plan BD Acturial obligation Service cost and interest 270 2011 Medical-hospital coverage + 1 p.p. - 1 p.p. (149,836) 158,089 305 (294) (4,753) 2,334 27 (24) | Annual And Sustainability Report Eletrosul 2012 + 1 p.p. - 1 p.p. 13. Financial Statements and Notes k) Historical adjustments by experience The variations of the experience adjustments between estimated and incurred in the last four years, are presented below: Pension plan 2009 2010 2011 2012 777,295 775,906 741,299 1,157,165 (806,719) (849,593) (726,909) (920,893) (29,424) (73,687) 14,390 236,272 2009 2010 2011 2012 40,450 (47,434) (23,820) 93,851 – – (49,255) 277,547 44,917 (35,699) (200,427) 135,348 2009 2010 2011 2012 3,173 4,146 5,324 6,458 – – – – 3,173 4,146 5,324 6,458 2009 2010 2011 2012 (869) 942 1,200 (165) Effect of changes on discount rate – – (354) 1,549 Adjustment by asset plan experience – – – – Present value of benefits obligation defined Fair value of plan assets Superavit/deficit Adjustment by liability plan experience Effect of changes on discount rate Adjustment by asset plan experience Medical-hospital coverage Present value of benefits obligation defined Fair value of plan assets Superávit/déficit Adjustment by liability plan experience Annual And Sustainability Report Eletrosul 2012 | 271 NOTE 31 – Equity a) Social capital On December 31, 2012, the Social Capital of Eletrosul is BRL 3,740,410 thousand, represented by 90,261,115 common shares without par value. The shareholding structure of the Company on that date is as follows: Amount of Stock Social Capital % of participation 90,136,442 3,735,244 99.8619 USIMINAS 57,901 2,398 0.0641 CEEE 49,519 2,053 0.0549 COPEL 14,195 587 0.0157 CELESC 1,544 64 0.0017 CSN 1,194 49 0.0013 320 15 0.0004 90,261,115 3,740,410 100.00 Stockholders: ELETROBRAS OUTROS Total The book value per share at December 31, 2012 was BRL 51.63 (BRL 53.80 in 2011). b) Capital increase On November 27, 2012, the shareholder Brazilian Electric Power Company made a payment of BRL 2,162,724 thousand, which corresponds to an increase of 41,354,974 shares. The amount contributed was previously classified in the account of advances for future capital increase (AFAC), within non-current liabilities, as per note 13. The other shareholders did not exercise their preemptive rights, according to current law. With these changes the mutation Capital in 2012 can be presented as follows: Social Capital Amount of Stock Balance on 12.31.2011 1,577,686 48,906,141 Payment 2,162,724 41,354,974 Balance on 12.31.2012 3,740,410 90,261,115 c) Profit reserves Controlling Company and Consolidated Statutory reserve Investment reserve 272 Consolidated 2012 2011 2012 2011 102,528 99,236 102,528 99,236 956,644 956,644 956,644 956,644 1,059,172 1,055,880 1,059,172 1,055,880 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes d) Equity evaluation adjustment e)Determinations of the bylaws The balance of equity adjustment of BRL 186,711 thousand comprising adjustment of fair value hedge accounting of jointly controlled SPE ESRB Participações S/A, in the amount of BRL 466,000 and the recognition of actuarial gains and losses in the value of BRL 187,177 thousand. Among the main determinations of the social contract, are highlighted: (i) the Company shall be managed by a Board of Directors and an Executive Board, (ii) for each year will be held the distribution of a dividend of not less than 25% of net income, adjusted under the law. f) Basic and diluted earnings per common share. 2012 Net profit assigned to controlled stockholders Number of common stock Basic profit per common share Weighted-average common shares Diluted earnings per common stock 2011 65,833 103,372 90,261,115 48,906,141 0.73 2.11 52,871,686 48,906,141 1.25 2.11 The calculation of dividends is shown in note 32. NOTE 32 – Proposed Dividends The Company accrued in 2012 the amount of BRL 15,635 thousand as mandatory dividends and recorded in equity value of BRL 46,906 thousand as additional dividends proposed to be submitted to the Annual General Meeting (AGM). In 2011, was accrued as minimum dividend of BRL 24,551 thousand as additional dividends in excess of the minimum required, the amount of BRL 73,652 thousand. a) The dividends in 2012 and 2011 were calculated as follows: 2012 2011 Net income 65,833 103,372 Legal reserve over net profit (5%) (3,292) (5,169) Calculation base for minimum dividends 62,541 98,203 Minimal compulsory dividend (25%) 15,635 24,551 46,906 73,652 62,541 98,203 Surplus value to minimum mandatory dividend Proposed dividends Annual And Sustainability Report Eletrosul 2012 | 273 b) Changes in dividends in 2012: Balance on previous year 24,552 Aditional dividends proposed on previous year 73,652 Update SELIC 8,298 Payments (106,501) Minimal compulsory dividend 15,635 Balance on end of the year 15,636 NOTE 33 – Compensation of Management and Employees include salaries, bonuses and yearly. The fee paid to each director, taking as basis the same month, was BRL 32,726.63 for the CEO and BRL 31,168.22 for the other officers. The highest and lowest compensation paid to employees in accordance with the salary policy of the Company, taking as a base held in December 2012, was BRL 37,825.88 and BRL 2,360.54, respectively. These amounts The total remuneration paid to Directors and Board of Directors is as follows: Controlling Company 2012 2011 Directors Counselor Directors Counselor Remuneration 1,324 244 1,157 222 Social charges 409 48 370 45 Profit sharing 253 – 274 – 1,986 292 1,801 267 Total Company held on December 31, 2012, with 1,751 employees (1,546 being within itself approved by DEST and 205 reintegrated), and the frame itself is divided into 876 linked to operational activities and 670 administrative activities. The average compensation of employees, 274 | Annual And Sustainability Report Eletrosul 2012 taking as basis the month of December 2012, was BRL 7,882.33. NOTE 34 – Related Parties The main balances and transactions with related parties are as follows: – – Integração 1 TOTAL ASSET Uirapuru TSBE Santa Vitória do Palmar 2,632,730 5,127 – – 6 RS Energia Porto Velho – 20 Norte Brasil Livramento 58 7 Etau 23,049 1,908 – – 2,331 1,351 804 – – 534 176 – – 6 7 15,945 – – – – – – – 537 193 3,697 470 5,650 9 7,802 252 118 – 1,525 2,065 – – – 496 747 2,603,937 Accounts receivable Cerro Chato III Cerro Chato II Cerro Chato I Artemis Affiliat ITAIPU Furnas Eletronuclear Eletronorte Eletroacre Chesf CGTEE CERON CEPISA CELG Distribuição CEAL Related parties Eletrobras União (Governo Federal) Controllers ASSET – 31,898 – 31,898 – – – – – – – – – – – – – – – – – – – – – – 12.31.2012 Dividends AFAC 373 1,525 183 2,687,677 7,035 31,898 – 2,332 1,357 804 20 – 592 637,290 4,825 – – 3,502 5 – – – 55 4 4 4 6 7 501 (3) 3,728 461 5,943 25 7,951 89 16,482 193 3,697 470 5,650 9 7,802 252 118 148 322 2,065 1,215 747 607,391 Accounts receivable 496 747 2,603,937 Total Controlling Company – 15,560 1,382 – 5,067 773 – 250 – 2,060 513 652 – 4,863 – – – – – – – – – – – – – – 120,000 – – – 66,258 50,000 – 3,742 – – – – – – – – – – – – – – – – – – 12.31.2011 Dividends AFAC 4 772,850 6,207 – 5,067 70,533 50,005 250 3,742 2,060 568 656 4 5,364 (3) 3,728 461 5,943 25 7,951 89 148 373 322 1,215 747 607,391 Total 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 275 276 | Annual And Sustainability Report Eletrosul 2012 – – – – – – – – 1,525 118 252 7,802 9 5,650 470 3,697 193 CEPISA CERON CGTEE Chesf Eletronorte Eletronuclear Furnas ITAIPU – – – 10 1,282 2,628,295 Livramento TOTAL ASSET Uirapuru – 42 Etau Affiliat Eletroacre – – 2,065 CEAL CELG Distribuição – 747 – – Dividends 2,603,937 Accounts receivable 496 Related parties Eletrobras União (Governo Federal) Holding company ASSET 12.31.2012 – – – – – – – – – – – – – – – – – AFAC 461 3,728 (3) 470 3,697 193 629,636 5,943 5,650 2,628,295 25 9 1,206 7,951 7,802 1,282 89 252 – 148 118 10 373 1,525 40 1,215 2,065 42 322 747 747 496 607,391 Accounts receivable 2,603,937 Total Consolidated – – – – – – – – – – – – – – – – – Dividends 12.31.2011 – – – – – – – – – – – – – – – – – AFAC 629,636 1,206 – 40 (3) 3,728 461 5,943 25 7,951 89 148 373 1,215 322 747 607,391 Total – – 63 101 Eletronorte Furnas – – – – – – – 15,614 466 1 – 2 1 1 1,127,616 ESBR Etau Norte Brasil Porto Velho RS Energia Uirapuru LIABILITY TOTAL Artemis 2 Affiliat – 15,614 Dividends 74 1,126,905 Accounts receivable Chesf Related parties Eletrobras Holding company LIABILITY 12.31.2012 554,930 – – – – – – – – – – 554,930 AFAC 698 – (8,536) – – – 969,744 466 1 – 2 1 1 1,698,160 9 101 – – 63 2 – 977,573 Accounts receivable 74 1,697,449 Total Controlling Company 24,551 – – – – – – – – – – 24,551 Dividends AFAC 1,696,404 – – – – – – – – – – 1,696,404 12.31.2011 2,690,699 – – – (8,536) – 698 – 9 – – 2,698,528 Total 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 277 278 | Annual And Sustainability Report Eletrosul 2012 LIABILITY TOTAL Etau – 15,614 1,127,144 – 101 Furnas 1 – 63 Eletronorte Affiliat – 15,614 Dividends 74 1,126,905 Accounts receivable Chesf Related parties Eletrobras Holding company LIABILITY 12.31.2012 554,930 – – – – 554,930 AFAC 979,229 1,697,688 9 101 – – 63 1 – 979,220 Accounts receivable 74 1,697,449 Total Consolidated 24,551 – – – – 24,551 Dividends AFAC 1,696,404 – – – – 1,696,404 12.31.2011 2,700,184 – 9 – – 2,700,175 Total (58) 1,305 – 57 110 61 Livramento Porto Velho TOTAL RESULT Uirapuru TSBE Santa Vitória do Palmar RS Energia Marumbi Etau (3) (1,126) – 2,305 226,185 131 – (4) (8) 242 1,343 – 262 – (4) 806 – – 66 65 (9) Cerro Chato III Cerro Chato II Cerro Chato I – 6,263 (321) – 35,632 4,540 – (397) 56,161 194 (318) – 77,035 13,349 – (4) – – 19,816 4,388 222 – Incomes 66 Artemis Affiliat ITAIPU Furnas Eletronuclear Eletronorte Eletroacre Chesf CERON CEPISA CELG Distribuição CEAL Related parties Eletrobras União (Governo Federal) Holding company RESULT (160,693) – – – – – – – – – – – – – – – – – – – – – – (292,780) 132,087 12.31.2012 Charges and Financial Services Result 1,319 194 218 – 37 2,159 188,421 – 2,302 64,366 131 – 1,969 58 – – 670 242 1,339 53 262 110 802 30 65 66 22 6,067 66 6,254 30,345 57 35,311 3,811 56,150 4,540 55,764 65,290 3,819 1,247 76,717 13,349 11,636 2,599 872 – Incomes 19,816 4,384 (292,558) 132,087 Total Controlling Company (1,126) (22) – – – – – – – – – – – – (108) – (565) – (156) – – – (20) (255) – 11,282 – – – – – – – – – – – – – – – – – – – – – – (101,943) 113,225 12.31.2011 Charges and Financial Services Result 198,577 2,137 – – 1,969 58 – – 670 37 30 22 6,067 – 30,237 3,811 55,585 218 65,134 1,319 3,819 2,579 11,636 (101,326) 113,225 Total 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 279 280 | Annual And Sustainability Report Eletrosul 2012 – – (58) – (318) – (397) – (321) – 13,349 1,305 1,766 77,035 194 56,161 4,540 35,632 57 CEPISA CERON CGTEE Chesf Eletronorte Eletronuclear Furnas ITAIPU – – – – (3) (1,104) 110 210 123 26 576 216,095 Livramento Marumbi Santa Vitória do Palmar TSBE Uirapuru TOTAL OF RESULTS – (3) – Cerro Chato III 585 – – Cerro Chato II Etau – – Cerro Chato I Affiliat Eletroacre (4) 4,388 19,816 – 222 CEAL – – Incomes CELG Distribuição Related parties Eletrobras União (Governo Federal) Holding company RESULT (160,693) – – – – – – – – – – – – – – – – – – – – (292,780) 132,087 12.31.2012 Charges and Financial Services Result 65,290 218 56,150 3,811 30,345 – 76,717 194 55,764 4,540 35,311 57 4 482 – – – – 2,159 180,059 – 582 110 210 123 26 573 54,298 3 1,350 1,766 – 1,319 1,247 2 3,819 13,349 – 2,599 11,636 4,384 872 (292,558) 19,816 – Incomes 132,087 Total Consolidated (1,126) (22) – – – – – – – – – (108) – (565) – (156) – – – – (20) (255) – 11,282 – – – – – – – – – – – – – – – – – – – – (101,943) 113,225 12.31.2011 Charges and Financial Services Result 190,215 2,137 – – – – 482 4 3 2 – 30,237 3,811 55,585 218 65,134 1,350 1,319 3,819 11,636 2,579 (101,326) 113,225 Total 13. Financial Statements and Notes transmission revenues and marketing costs of the transmission system (EUST), outsourced services; d) Related parties: customers, credits various vendors, transmission revenue and services, costs of the transmission system (EUST), thirdparty services. The main transactions with related parties are as follows: a) Federal Union: renegotiated energy credits (Law 8.727/93) and claims for damages (MP 579); b) Eletrobras: loans and financing, AFAC, dividends and financial charges; c) Subsidiaries and / or jointly controlled: dividends, AFAC, NOTA 35 – Annual Permitted Revenue (RAP) Controlling Company Company Eletrosul Anual RAP value 2012/2013 Annual readjustment 07/2012 447,504 IGPM - 4.26% 010/2005 - LT Campos Novos - Blumenau C2** 86,542 IGPM - 4.26% 004/2008 - LT P. Médici - Santa Cruz 1 230kV** 5,605 IPCA - 4.99% 005/2009 - SE Missões - 230/69 kV (150 MVA)** 4,448 IPCA - 4.99% Concession contract ANEEL 057/2001 - Diversos Empreendimentos* 544,099 * ** Resolution ANEEL nº 1.395/2013 Resolution ANEEL nº 1.313/2012 Invested Company Annual RAP value 2012/2013** Concession contract ANEEL Annual readjustment 07/2012 Artemis 004/2004 - LT Salto Santiago - Ivaiporã - Cascavel Oeste 71,743 IGPM - 4.26% Etau 082/2002 -LT Campos Novos - Lagoa Vermelha Santa Marta 32,230 IGPM - 4.26% PVTE 010/2009 - SE Coletora Porto Velho 500/230 kV 2 Converter stations 61,256 IPCA - 4.99% RS Energia 005/2006 - LT Campos Novos - Pólo 525kV 33,305 IPCA - 4.99% 011/2010 - Other substation 10,530 IPCA - 4.99% 012/2010 - LT Monte Claro - Garibaldi 230 kV 2,838 IPCA - 4.99% 002/2011 - SE Foz do Chapecó 230/138 kV 2,304 IPCA - 4.99% 23,096 IGPM - 4.26% Uirapuru 002/2005 - LT Ivaiporã - Londrina 237,302 ** Resolution ANEEL nº 1.313/2012 According to the ICPC 01 and OCPC 05, the revenue to be recorded in the result does not match the RAP approved by ANEEL and administered by the National System Operator - ONS, but revenues from the financial asset, O&M and construction. The RAP continues to represent the amount to be received by the Company, amortizing the financial asset, as described in note 7. Annual And Sustainability Report Eletrosul 2012 | 281 NOTE 36 – Training and Staff Development * The Company has a policy of continuous qualification of officers and employees, have submitted the following indicators: Controlling Company Indicators Trained employees Men trained per hour Average training hours Index of employees trained (%) Trained labor force (%) Total investment (thousand) Average value invested per employee (thousand) * Information not audited by independent auditors. NOTE 37 – Results by Business Segment The Company’s management of its business to the determination of income by business segment is shown below: 282 | Annual And Sustainability Report Eletrosul 2012 2012 2011 1,427 1,494 121,248 117,677 85.00 65.00 91.00% 82.90% 4.00% 3.40% 2,833 4,004 2.0 2.7 (224,423) (30,694) – (2,213) 4,140 (7,264) 304 Depreciation and amortization Provision for doubtful debt (7,585) (9,353) (82,730) 564,626 (272,500) 292,126 (52) – 73,003 (8,891) 64,112 GROSS OPERATING PROFIT Operating Expenses NET INCOME Income tax and social contribuition OPERATING PROFIT AFTER LAW 12.783/13 Indemnities Law 12.783/13 45 121,529 577,802 699,331 (45,468) 653,863 (939,544) 351,514 (588,030) (13,227) (857) 44 Other income/expenses – – (896,494) 24 Onerous Contracts (939,544) (68,430) 19 Recoverable value of assets (Impairment) 1d, 8 (151,160) (12,543) (81,242) 43 Financial Result OPERATING PROFIT BEFORE LAW 12.783/13 62,220 (12,520) 39 Equity income Other income and Operating Expenses 41 41 Cunstructon Cost SERVICE RESULT 41 Cost of services rendered to third parties Other (5,301) (-) Expense Recovery (218,765) (6,188) (12,245) Staff, material and outsourced services 41 – (6,715) Operating Cost – (159,526) 41 24 – (166,241) 881,132 269,990 Provision (reverse) loss onerous contract 38 2012 Transmission Generation Purchased power for resale Cost with Electric Power OPERATING COST NET OPERATIONAL INCOME Notes 65,833 306,046 (240,213) 577,802 (818,015) (14,084) (896,494) (149,672) (163,703) 49,700 356,238 (281,391) 637,629 (82,730) (9,405) (12,886) 4,444 (9,477) (12,245) (224,953) (255,117) (6,715) (159,526) (166,241) 1,151,122 Total – – – – – – – – – – – – – – – – – – – – – – – – – Generation Controlling Company 2011 103,372 (12,287) 115,659 – 115,659 50,641 – (41,587) (122,246) 33,675 195,176 (216,995) 412,171 (92,201) (10,312) (7,285) 3,152 (2,247) – (213,270) (219,650) 14,020 (124,603) (110,583) 844,917 Transmission 103,372 (12,287) 115,659 – 115,659 50,641 – (41,587) (122,246) 33,675 195,176 (216,995) 412,171 (92,201) (10,312) (7,285) 3,152 (2,247) – (213,270) (219,650) 14,020 (124,603) (110,583) 844,917 Total 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 283 284 | Annual And Sustainability Report Eletrosul 2012 (226,485) (221,109) – (2,141) 4,140 (58,947) (9,593) (33,994) (7,264) 304 (7,375) (16,131) (557,410) 719,146 (276,830) 442,316 (52) – 80,441 (25,589) 54,852 GROSS OPERATING PROFIT Operating Expenses – (13,533) 150,873 577,802 728,675 (72,469) 656,206 (806) (941,961) – (941,961) 354,266 (587,695) 44 Other income/expenses OPERATING PROFIT AFTER LAW 12.783/13 Income tax and social contribuition NET INCOME Indemnities Law 12.783/13 OPERATING PROFIT BEFORE LAW 12.783/13 45 1d, 8 (68,430) (81,242) (896,494) 19 Recoverable value of assets (Impairment) 24 (209,480) (18,271) 43 Onerous Contracts Financial Result Other income and Operating Expenses SERVICE RESULT 41 Construction cost 41 41 Cost of services rendered to third parties Other (8,400) (-) Expense Recovery Provision for doubtful debt Depreciation and amortization Staff, material and outsourced services 41 – (6,715) 24 Provision (reverse) loss onerous contract Operating Cost – (159,532) – (166,247) 1,519,172 305,687 41 38 Transmission Generation Purchased power for resale Cost with Electric Power OPERATING COST NET OPERATIONAL INCOME Note 2012 68,511 281,797 (213,286) 577,802 (791,088) (14,339) (896,494) (149,672) (227,751) 497,168 (302,419) 799,587 (557,410) (16,183) (15,775) 4,444 (9,405) (33,994) (230,702) (285,432) (6,715) (159,532) (166,247) 1,824,859 Total (1,885) 753 (2,638) – (2,638) – – – 955 (3,593) (10,909) 7,316 – – (587) – – – (21) (608) – – – 7,924 Generation Consolidated 106,515 (28,430) 134,945 – 134,945 50,649 – (41,587) (145,651) 271,534 (223,330) 494,864 (514,193) (10,312) (9,244) 3,560 (2,511) – (214,322) (222,517) 14,020 (124,603) (110,583) 1,352,469 Transmission 2011 104,630 (27,677) 132,307 – 132,307 50,649 – (41,587) (144,696) 267,941 (234,239) 502,180 (514,193) (10,312) (9,831) 3,560 (2,511) – (214,343) (223,125) 14,020 (124,603) (110,583) 1,360,393 Total 13. Financial Statements and Notes NOTE 38 – Net Operating Revenue Controlling Company 2012 Consolidated 2011 2012 2011 GROSS OPERATIONAL INCOME 31,432 – 68,500 8,486 Energy comercialization income 266,012 33,721 266,012 33,721 O&M service income 447,697 470,923 473,706 481,861 Financial asset income 423,875 320,932 566,199 396,684 Construction of transmission line income 82,730 92,201 557,410 514,193 Income of services provided for third parties 16,901 19,127 30,578 28,232 7,457 4,820 7,295 4,705 1,276,104 941,724 1,969,700 1,467,882 COFINS (75,935) (52,950) (87,137) (59,189) PIS/PASEP (16,479) (11,489) (18,909) (12,856) (589) (486) (1,553) (490) (93,003) (64,925) (107,599) (72,535) Global Reserve of Reversion (RGR) (22,731) (23,418) (26,645) (25,684) P&D (9,248) (8,464) (10,597) (9,270) (31,979) (31,882) (37,242) (34,954) 1,151,122 844,917 1,824,859 1,360,393 Energy generation income Other income DEDUCTIONS TO OPERATIONAL INCOME Taxes and contributions ICMS/ISS Sectorials Charges NET OPERATIONAL INCOME The amounts under “revenue generating power” in the controller in the amount of BRL 18,306 thousand refers to the sales of HPP and HPP Passo São João Maua and consolidated in the amount of BRL 44,418 thousand, refers to SPC’s billing Wind Cerro Chato I S/A, Wind Cerro Chato II S/A and Wind Cerro Chato III S/A. Essentially, the variation in the caption “Income from sale of power” derives from the revenues authorized by ANEEL on UHE Maua, in the amount of BRL 97,172 thousand for the period from January 2011 to February 2012, which was received in July 2012. Annual And Sustainability Report Eletrosul 2012 | 285 38.1 Power supply* Controlling company and consolidated 2012 2011 Amount (MWh) Value (BRL thousand) Amount (MWh) Value (BRL thousand) Sold energy* 2,752,512.853 266,012 528,468.374 33,721 Generated Energy 268,576.040 31,432 – – Generated Energy - Affiliat 286,058.538 39,342 43,207.483 10,520 * In the rubric “sold Energy” it’s computed the billing, authorized by ANEEL, of BRL 97.172 thousand, referred to UHE Mauá in the period of January 2011 until February 2012. * Information not audited by independent auditors. NOTE 39 – Results of Equity Investments Arrangement of balance per company 2012 2011 26,989 13,602 Cerro Chato I (261) – Cerro Chato II (904) – Cerro Chato III (1,721) 2,927 Chuí (281) – Costa Oeste (252) – ESBR (4,352) (3,646) Etau 4,793 5,413 Integração 9,197 8,646 Livramento (775) – (52) – Norte Brasil 3,414 1,164 Porto Velho 2,685 (1,330) RS Energia 8,182 3,253 Santa Vitória do Palmar (492) – TSBE (107) – TSLE (564) – Teles Pires (3,734) (828) Uirapuru 7,935 4,474 49,700 33,675 Artemis Marumbi TOTAL 286 Controlling Company | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes NOTE 40 – Costs by Sector Controlling Company Consolidated 2012 2011 2012 2011 Global Reserve of Reversion (RGR) 22,731 23,418 26,645 25,684 Supervisory fee ANEEL 4,554 4,209 5,105 4,320 National Fund for the Development of Science and Technology (FNDCT) 3,699 3,386 3,699 3,386 Energy Research Company (EPE) 1,850 1,693 1,850 1,693 Estimated bonds Research and Development (R&D) 3,699 3,385 5,048 4,191 Total 36,533 36,091 42,347 39,274 The sectorial contribution to the Global Reversion Reserve (RGR) was abolished from 2013. Annual And Sustainability Report Eletrosul 2012 | 287 288 | Annual And Sustainability Report Eletrosul 2012 2,213 82,730 – – – – – – – – – – (4,140) 7,692 7,264 – 159,526 6,715 12,245 – 2,733 1,380 1,013 – – – (304) 175 Net doubtful credit provision EUSD EUST CFURH Provision (reversion) for contingencies Special retirement / Actuarial liability Profit Sharing * Includes basically PIS and COFINS on depreciation. Total Other expenses (-) Expense Recovery* Supervisory fee ANEEL Depreciation and amortization Provision (reversion) of onerous contracts Purchased power for resale Cost building the transmission line 316,557 36,713 2,224 Third party services 196,936 7,551 2 Material 183,798 Generation Transmission cost cost 3,963 Staff Nature 281,391 32,922 (10,462) 31,772 1,053 66,977 – – – 4,554 2,095 – – – – 40,676 2,771 109,033 Operating Expenses Controlling Company 794,884 40,789 (14,906) 31,772 1,053 66,977 1,013 1,380 2,733 4,554 14,340 6,715 159,526 82,730 9,477 79,613 10,324 296,794 Total 225,179 1,015 (304) – – – 1,013 3,623 2,733 – 33,994 6,715 159,532 – 7,264 5,569 62 3,963 800,093 9,424 (4,140) – – – – – – – – – – 557,410 2,141 42,358 7,612 185,288 302,419 34,633 (10,462) 31,772 1,053 66,977 – – – 5,105 2,178 – – – – 48,082 3,547 119,534 Operating Expenses Consolidated Generation Transmission cost cost 2012 1,327,691 45,072 (14,906) 31,772 1,053 66,977 1,013 3,623 2,733 5,105 36,172 6,715 159,532 557,410 9,405 96,009 11,221 308,785 Total NOTE 41 – Costs and Expenses of Service a) Distribution in nature – (3,152) 7,341 – – – – Profit Sharing (-) Expense Recovery* Other expenses Total * Includes basically PIS and COFINS on the depreciation expense – – Special retirement / Actuarial liability 432,746 – – – – Depreciation and amortization Provision (reversion) for contingencies (14,020) – Provision (reversion) of onerous contracts – 124,603 – Purchased power for resale – 92,201 – Cost building the transmission line EUST 2,247 – Net doubtful credit provision – 31,989 – Third party services – 6,712 – Material Supervisory fee ANEEL 184,825 – Generation Transmission cost cost Staff Nature 216,995 23,450 (28,440) 33,470 14,321 (4,718) – 4,209 2,542 – – – – 37,120 3,043 131,998 Operating Expenses Controlling Company 649,741 30,791 (31,592) 33,470 14,321 (4,718) – 4,209 2,542 (14,020) 124,603 92,201 2,247 69,109 9,755 316,823 Total 608 587 – – – – – – – – – – – 21 – – 857,605 9,300 (3,560) – – – – – – (14,020) 124,603 514,193 2,511 32,270 6,767 185,541 234,239 24,862 (28,440) 33,470 14,321 (4,718) – 4,320 2,557 – – – – 46,660 3,374 137,833 Operating Expenses Consolidated Generation Transmission cost cost 2012 1,092,452 34,749 (32,000) 33,470 14,321 (4,718) – 4,320 2,557 (14,020) 124,603 514,193 2,511 78,951 10,141 323,374 Total 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 289 b) Distribution by type of expense Controlling Company Staff 2012 2011 2012 2011 Remunerations 98,990 93,468 105,816 97,450 Hazardous activities 19,944 18,705 19,944 18,705 Overtime 14,346 13,496 14,346 13,496 Christmas bonus provision 12,592 11,926 13,017 12,073 Gratuity and provision vacation 22,192 22,085 23,397 22,572 Social charges 58,631 56,549 61,085 57,839 1,911 3,051 2,164 3,057 43,008 42,790 43,836 43,429 17,170 15,482 17,170 15,482 Plan for readjustment of staff (PREQ) 26 8,977 26 8,977 Extension of maternity leave Law 11.770/08 93 113 93 113 Provision sponsored contribution without benefit of the present generation 758 22,284 758 22,284 Cost of service rendered 7,276 8,150 7,276 8,150 Transfer for ongoing order (143) (253) (143) (253) 296,794 316,823 308,785 323,374 Cost of living allowance Benefits Contribution ELOS Total * Refers to employees who opted to migrate from the DB pension plan to the CD pension plan. Controlling Company Material Consolidated 2012 2011 2012 2011 2,130 2,253 2,379 2,334 954 1,105 954 1,113 Expedient, consumption, cleaning and replacement 4,105 3,708 4,633 3,939 Operation and maintenance of electrical system 2,050 1,256 2,124 1,309 Vehicle lubricant 50 29 50 29 Tires and cameras 147 114 147 114 Meals and snacks 108 136 144 149 Fuel for vehicles leased during travel 42 49 42 49 Material to be ordered to inventories 1,075 1,398 1,075 1,398 84 117 92 117 (421) (410) (419) (410) 10,324 9,755 11,221 10,141 Fuel and vehicle lubricant Parts and accessories for vehicles Cost of service rendered Transfer for ongoing order Total 290 Consolidated | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Controlling Company Third-party service 2012 2011 Consolidated 2012 2011 External audit 313 162 722 280 Freight and cartage 723 587 742 592 Surveillance 7,708 6,391 8,329 7,168 Cleaning, maintenance and repair of buildings and facilities in general 6,303 6,336 7,546 6,387 831 793 844 806 1,087 958 733 1,214 Maintenance and repair of equipments furniture and fixtures 437 409 425 421 Maintenance and repair of equipments electronic data processing 114 346 135 350 2,970 2,868 3,017 2,893 172 214 178 220 34,459 24,452 39,276 29,007 1,743 1,662 2,123 1,699 Flight tickets 2,806 2,661 2,994 2,832 Communication 1,898 1,979 2,457 2,757 Hosting, meals and snacks 5,875 5,901 6,767 6,358 Use of own vehicles 97 140 150 163 Judicial proceeding expenses 315 321 661 1,868 4,952 3,770 4,921 3,862 Public Utility Advertisement 259 657 272 703 Legal Publicity (Compulsory) 1,699 1,913 1,889 1,947 Cost of service rendered 1,939 1,989 5,164 1,855 Other services 3,073 4,771 6,489 5,740 Transfer for ongoing order (160) (171) 175 (171) 79,613 69,109 96,009 78,951 Maintenance and repair of vehicles Maintenance and repair of electrical facilities Electrical Energy Water and sewage Other third parties services* Taxi, buses and similar Institutional marketing Total * Substantially expenses are accounted reception service, concierge services, maintenance services, gas services, among others. Annual And Sustainability Report Eletrosul 2012 | 291 Controlling Company Other expenses 2012 2011 2012 2011 IPVA 291 301 291 301 ICMS 3,310 1,585 3,310 1,585 51 – 51 – IPTU 482 730 485 736 Rates 370 567 1,104 946 16,391 14,644 16,566 14,860 Leasing and rents 2,931 2,420 4,411 3,171 Insurance 2,736 2,515 2,954 2,929 Newspaper, magazines, technical books and CD-ROM 167 163 163 168 Software 498 318 543 351 7,651 79 7,651 79 3 40 13 40 Expenses with interns 780 847 780 847 Assisted participants 3,184 2,816 3,184 2,816 9 52 9 52 Royalties (CFURH) 1,013 – 1,013 – EUSD 2,733 – 2,733 – EUST 1,380 Other expenses 1,938 3,715 3,560 5,869 (3) (1) (3) (1) 45,915 30,791 52,441 34,749 ISS Donations, contributions and subsidies Write off fiscal credits / Loss* Annuities to class council Retirement benefits (-) Transfer for ongoing order Total * 292 Consolidated 3,623 Substantially, refers to the amount written off for tax credits without forecasting recoverability. | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes c) Electricity purchased for resale* Controlling company and consolidated 2012 Purchased power for resale * 2011 Amount (MWh) Value (BRL thousand) Amount (MWh) Value (BRL thousand) 1,283,925,500 185,586 1,200,120,000 135,711 Information on the amount purchased not reviewed by independent auditors. NOTE 42 – PIS/COFINS ON FINANCIAL INCOME On November 9, 2005, in plenary session, the Federal Supreme Court (STF) ruled unconstitutional in four individual resources, paragraph 1 of Art. 3 of Law No. 9.718/98, which defined as base of PIS and COFINS, the total revenues earned by a corporation. The Supreme Court held that the said Law, when their issue was incompatible with the constitution then in force, provided that the incidence of social security contributions only on billing of legal entities and not on all of their income. It turns out that the Supreme Court decisions were not made in the Direct Action of Unconstitutionality (ADIN), benefiting only and solely the parties involved on the mentioned features. By reason of the foregoing, the Company filed a lawsuit postulating statement unenforceability of PIS and COFINS for the period from February 1999 to July 2004, being judged partially granted the request relating to payments made considering prescribed gatherings before 23 February 2011. Disagreeing, the Company filed a lawsuit ensuring no prescription of amounts overpaid that on December 31, 2012, totaled approximately BRL 108.6 million. In December 2012, the Company’s action was dismissed, and the legal departmentis adopting appropriate measures in order to obtain the compensation and / or offsetting of the amounts in question. By presenting Contingent Assets, the values are not reflected in the financial statements due to the absence of a favorable final decision. Annual And Sustainability Report Eletrosul 2012 | 293 NOTE 43 – Financial Results Controlling Company Consolidated 2012 2011 2012 2011 28,693 29,762 41,071 43,850 71,565 80,281 71,565 80,281 Energy credits renegotiated - Monetary variation 43,907 32,945 43,907 32,945 Concession of credits for indemnity Monetary variation 16,615 – 16,615 – 786 687 1,073 1,072 Fine 3,351 757 3,351 757 Monetary Variation over Judicial Deposits 2,323 2,042 2,323 2,043 Adjustment of present tributs value/UBP 11,393 1,582 11,393 1,582 26,078 – 26,078 – 4,925 (910) 8,467 399 209,636 147,146 225,843 162,929 Charges of debts (financing) 93,415 77,395 163,774 109,468 Monetary variation (financing) 35,835 37,915 41,244 40,349 Charges overs tributes and social contribuition 5,676 7,379 5,740 10,356 Other fine 1,036 542 1,321 661 Other interest 2,618 2,007 3,982 2,141 151 106 346 165 2,302 3,920 2,483 4,225 5,311 3,830 5,311 3,830 8,298 8,971 8,298 8,971 178,231 114,389 178,231 114,389 2,272 2,833 2,272 2,833 Adjustment of present tributs value/UBP 10,762 9,914 10,762 9,914 Securities update CFT-Eletronet/Eletrobras* 26,078 – 26,078 – 1,354 191 3,752 323 373,339 269,392 453,594 307,625 (163,703) (122,246) (227,751) (144,696) a) Financial income Income over financial application Energy credits renegotiated - Interest Interest Securities update CFT-Eletronet/Eletrobras* Diversas Subtotal b) Financial expenses Bank expenses Tax on Financial Operations (IOF) Monetary variation - Contingency/ELOS Update by SELIC of dividends Update by SELIC of AFAC Eletrobras Update by SELIC of PREQ Monetary variation - Other Subtotal Financial Result * 294 Essentially, the accounting record of the update assets and liabilities of Eletronet titles either rescued (BRL 48,916 thousand), due to the expiration of the assets that were pledged as CFT lending by Eletrobras, offered as collateral in the lawsuit of EletronetOperation. At redemption, the securities were recorded as assets under “escrow deposits” and non-current liabilities under “other liabilities”. The updated value of the bonds will be converted as financial loan from Eletrobras. | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes NOTE 44 – Other Income and Expenses, Net Controlling Company 2012 Gain/loss on deactivation of assets and rights (4,629) (755) 423 403 423 403 – 74,166 – 74,166 (8,937) (20,505) (8,937) (20,505) (887) – (887) – (54) (2,707) (1,137) (2,894) – – 828 234 (14,084) 50,641 (14,339) 50,649 Other expenses Other income Total The amount of BRL 74,166 thousand constant at the heading “Measurement of gains from shareholding” in 2011, refers to the result obtained on 08.11.2011 on the previous 2011 (716) Mensuration of gains with corporate participation Provision (reversion) for loss 2012 (4,629) Gain/loss on disposal of assets and rights Amortization of goodwill 2011 Consolidated participation held in Artemis (49%) and Uirapuru (49%), as the respective values of BRL 63,012 thousand and BRL 11,154 thousand. NOTE 45 – Tax Effects on Results Controlling Company 2012 2011 Income tax Social Contribuition (240,213) (240,213) 115,659 115,659 40,890 40,890 54,376 54,376 Exclusions (697,394) (694,512) (130,707) (127,825) Profit (loss) real/ base of social contribuition (896,717) (893,835) 39,328 42,210 Tax rate 15%+10% 9% 15%+10% 9% Income tax and social contribuition (224,203) (80,445) 9,808 3,799 (1,398) – (1,320) – (225,601) (80,445) 8,488 3,799 52,373 19,625 16,740 6,770 Deferred income tax and social contribuition (277,974) (100,070) (8,252) (2,971) Income tax and social contribuition of period (225,601) (80,445) 8,488 3,799 Profit (loss) before tax Additions Fiscal Incentive* Income tax and social contribuition of period Income tax and social contribuition current * Income tax Social Contribuition Rouanet Law, Sport Law and FIA. The additions and deductions on the basis of Income Tax and Social Contribution refer to the additions and permanent exclusions, such as sponsorships and donations, equity and goodwill amortization. Annual And Sustainability Report Eletrosul 2012 | 295 Consolidated 2012 Affiliat Income tax 2011 Social Contribuition Income tax Social Contribuition 1,789 796 3,022 1,095 ESBR (1,388) (498) (1,372) (494) Artemis 10,502 3,830 4,718 1,733 241 119 322 155 RS Energia* Etau* Norte Brasil 1,454 523 341 205 Porto Velho* (1,270) (453) 1,764 635 587 305 379 188 Cerro Chato I (110) (32) – – Cerro Chato II (225) (73) – – Cerro Chato III (318) (108) 814 299 6,305 2,270 1,164 422 2 1 – – Controlling Company (225,601) (80,445) 8,488 3,799 Total (208,032) (73,765) 19,640 8,037 71,219 26,621 25,975 10,224 (279,251) (100,386) (6,335) (2,187) (208,032) (73,765) 19,640 8,037 Uirapuru* Integração Costa Oeste Income tax and social contribuition current Deferred income tax and social contribuition Total *Taxation by presumed profit NOTE 46 – Insurances Effective date Beginning End Amount insured Insurance for specified risk (i) 27/02/2012 27/02/2013 1,819,900 2,289 Insurance for operational risk (ii) 07/09/2012 07/09/2013 235,606 319 International transport insurance 11/06/2012 11/06/2013 30,000 48 National transport insurance 18/03/2012 18/03/2013 113,125 110 Risks i) Insurance of named hazards On the policy taken out it was highlighted the facilities of substations and general facilities except the facilities of the transmission lines, naming the equipment and the respective insured values and maximum compensation. It provides basic coverage, such as fire, 296 | Annual And Sustainability Report Eletrosul 2012 Prize lightning, explosion of any kind, and additional coverage against possible electrical damage. ii) Operating risk insurance Refers to the insurance risk operating the plant of Passo São João. 13. Financial Statements and Notes NOTE 47 – Financial Instruments And Risk Management a) Financial Instruments The Company utilizes various financial instruments, especially available, including investments, accounts payable and financing. Considering the timing and characteristics of these instruments, which are systematically renegotiated, the carrying amounts approximate their fair values. The amounts recorded as assets and liabilities have immediate liquidity or maturity, mostly in terms of less than three months ago. The main financial assets and liabilities of the Company on December 31, 2012 and December 31, 2011 are as follows: Consolidated Financial asset Note Consolidated 2012 2011 2012 2011 a.1) Measured to amortized cost Receivables Clients 6 141,835 107,185 169,037 127,475 Financial asset Public service concession 7 986,210 2,519,593 2,730,058 3,770,653 Credits for indemnity 8 2,025,283 – 2,025,283 – Energy credits renegotiated 9 578,654 607,391 578,654 607,391 Escrow and equity-linked deposits 5 101,070 31,533 119,660 73,222 4 139 136 139 136 4 87,454 257,339 612,806 624,187 3,920,645 3,523,177 6,235,637 5,203,064 Held until maturity Marketable security a.2) Measured to fair value Cash and cash equivalent Financial liability a.3) Measured to amortized cost Suppliers 20 70,540 109,546 210,590 325,022 Financing and loan 21 2,032,933 1,841,490 5,046,072 3,905,836 Dividends payable 45 15,636 24,552 16,272 24,552 2,119,109 1,975,588 5,272,934 4,255,410 Annual And Sustainability Report Eletrosul 2012 | 297 b) Risk Management b.1) Exchange rate risk The Company has a financing contract in foreign currency (Euro) obtained with Eletrobras through the KfW bank to invest in the PCH São Bernardo’s complex. About these operations there were not contracted operations “hedge” (protection). Controlling Company 2012 2011 Foreign Currency Reais Foreign Currency Reais Loan in Euro 13,293 35,831 13,293 32,359 Net Exposure 13,293 35,831 13,293 32,359 Liability b.2) Interest rate risk The Company is exposed to the risk that a change in interest rate causes an increase at financial expenses with future interest payments. Controlling Company 2012 2011 2012 2011 IPCA 786.187 777.538 786.187 777.538 TJLP 947.913 856.744 3.926.636 2.707.660 SELIC 106.107 – 106.107 – 35.832 32.359 57.630 51.172 – – 12.618 – 156.894 174.849 156.894 369.466 2.032.933 1.841.490 5.046.072 3.905.836 Basket of Currencies CDI rate Other Total b.3) Credit risk Except for customer accounts, escrow deposits, financial assets transmission, energy credits renegotiated and indemnity claims, the Company has no other significant balances receivable from third parties accounted for this exercise. For this fact, this risk is considered low. The RAP of a transmission company is received from companies using its infrastructure via Usage Rate Transmission System (TUST). This rate results from the apportionment among users of transmission of some specific values, (i) the RAP of all transmitters, (II) the services provided by ONS, and (iii) regulatory burdens. 298 Consolidated | Annual And Sustainability Report Eletrosul 2012 The granting authority delegated to the generators, distributors, free consumers, exporters and importers monthly payment of RAP, which should be guaranteed by the broadcast regulatory framework, consists in unconditional contractual right to receive cash or another financial asset, so the risk credit is low. b.4) Liquidity risk The expected cash flow is held by the Company, its projection being continuously monitored in order to guarantee and ensure liquidity requirements, limits or covenants of the loan and sufficient cash to meet operational needs of the business. 13. Financial Statements and Notes Any excess cash generated by the operations of the Company is invested in accounts bearing interest, deposits and short-term deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide margin, as determined by the above-mentioned forecasts. financial liabilities, by maturity dates, for the period remaining on the balance sheet date to the contractual maturity date. These figures are excluded from funding provided by the parent company Eletrobras. The amounts disclosed in the table are the contractual undiscounted cash flows. The table below analyzes the derivative Controlling Company < 1 year 1 - 2 years 2 - 5 years > 5 years 142,599 135,869 374,375 749,297 70,540 – – – 1,776 1,883 6,231 92,977 Financing and loan 139,209 129,747 344,245 713,777 Suppliers 109,546 – – – 1,427 1,502 4,925 76,710 on December, 31 2012 Financing and loan Suppliers Payable Concession – UBP on December, 31 2011 Payable Concession – UBP Consolidado < 1 year 1 - 2 years 2 - 5 years > 5 years 471,552 572,853 1,559,575 3,467,303 210,590 – – – 1,776 3,901 17,291 248,387 Financing and loan 534,406 296,727 1,145,853 2,925,638 Suppliers 325,022 – – – 1,427 3,472 14,246 296,508 on December, 31 2012 Financing and loan Suppliers Payable Concession – UBP on December, 31 2011 Payable Concession – UBP b.5) Labor risks Provisions are made for the contingencies of labor litigation risk recognized by the company, which represent the universe of probable losses, witch judicialclaiming constitute in termination pay, salary premiums, overtime and other amounts due from subsidiary responsibility, which are quantified at present value when the effective settlement of this obligation. The accounting provision of these demands is following the guidelines of IAS 25 and the impacts to the Company are shown in note 25. Annual And Sustainability Report Eletrosul 2012 | 299 c) Capital Management b.6) Environmental risks The socio-environmental actions constituted for contingency provisions for environmental risks in the business units of the company’s commitment to ensure achievement of emissions Environmental Permits and authorization for cutting vegetation, with the support of the Public Ministry that oversees the building of these investments. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost. Controlling Company Note 2012 2011 2012 2011 Total of financing and loans 21 2,032,933 1,841,490 5,046,072 3,905,836 (-) Cash and cash equivalent 4 (87,454) (257,339) (612,806) (624,187) 1,945,479 1,584,151 4,433,266 3,281,649 (=) Net debit Total of net equity 31 4,659,777 2,631,278 4,659,777 2,631,278 AFAC's 13 554,930 1,810,793 554,930 1,810,793 – – 2,575,836 1,713,062 7,160,186 6,026,222 12,223,809 9,436,782 27% 26% 36% 35% Total investment in SPE's (=) Total capital Index of financial leverage d) Estimated Fair Value It is assumed that the balances of accounts receivable and accounts payable for the carrying value minus impairment loss, is close to their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the interest rate prevailing in the market, which is available to the Company for similar financial instruments. The Company applies the CPC 40 for financial instruments measured in the balance sheet at fair value; this requires disclosure of fair value measurements by level of the following hierarchy for fair value measurement: 300 Consolidated | Annual And Sustainability Report Eletrosul 2012 • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., as derived from prices) (level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The table below presents the Company’s assets at fair value at December 31, 2012 and December 31, 2011. The Company has no liabilities measured at fair value at year basis. 13. Financial Statements and Notes December, 31 2012 Consolidated Note Level 1 Level 2 Level 3 Total balance Financial application 4 – 512,676 – 512,676 Escrow and equity-linked deposits 5 – 119,660 – 119,660 Marketable security 4 – 139 – 139 – 632,475 – 632,475 Assets Total Asset December, 31 2011 Consolidated Note Level 1 Level 2 Level 3 Total balance Financial application 4 – 524,294 – 524,294 Escrow and equity-linked deposits 5 – 73,222 – 73,222 Marketable security 4 – 136 – 136 – 597,652 – 597,652 Assets Total Asset December, 31 2012 Assets Controlling Company Level 1 Financial application 4 – 69,261 – 69,261 Escrow and equity-linked deposits 5 – 101,070 – 101,070 Marketable security 4 – 139 – 139 – 170,470 – 170,470 Total Asset December, 31 2011 Level 2 Level 3 Total balance Note Controlling Company Note Level 1 Level 2 Level 3 Total balance Financial application 4 – 246,391 – 246,391 Escrow and equity-linked deposits 5 – 31,533 – 31,533 Marketable security 4 – 136 – 136 – 278,060 – 278,060 Assets Total Asset e) Sensitivity Analysis e.1) Derivative financial instruments The Company has no derivative financial instruments. The special purpose entities (SPE) are jointly controlled, the Energia Sustentável do Brasil S/A controlled by ESBR Participações S/A and the Norte Brasil Transmissora de Energia S/A, both have hedge accounting operations. Derivative financial instruments contracted by the Norte Brasil, called Hedge, are meant to protect their operations against the risk of fluctuations in exchange rates and changes in aluminum prices in the international market, which have significant investment plan. That hedge was settled in 2012. Annual And Sustainability Report Eletrosul 2012 | 301 Derivative financial instruments contracted by the ESRB Participações are intended to reduce the exposure of certain portions of the contract to supply turbines for UHE Jirau with the companies DongFang and Hyosung. exposure and sudden changes in commodity prices. Subsidiaries do not have financial instruments for speculative purposes. These amounts were not recognized net of taxes by reflex as an adjustment to equity investments in the group, as a contra-equity. These operations aim to reduce currency e.2) Hedge accounting balances recognized by reflex in Equity: Consolidated Norte Brasil ESBR 2012 2011 – (8,536) 466 698 466 (7,838) e.3) Effect of derivatives on the balance sheet: Efeitos dos derivativos no Balanço Patrimonial Consolidated ASSET Derivatives designated as hedging 2012 Current NonCurrent 2011 Total Current NonCurrent Total Exchange risk and interest rate SPE: ESBR Participações S/A Contract 1: Banco do Brasil Contract 2: Banco Itaú 2,633 – 2,633 5,631 – 5,631 – – – 19,652 – 19,652 – – – 2,751 – 2,751 2,633 – 2,633 28,034 – 28,034 SPE: Norte Brasil Transmissora Contract 1: Citibank LME Total 302 | Annual And Sustainability Report Eletrosul 2012 13. Financial Statements and Notes Consolidated LIABILITY 2012 2011 Current NonCurrent Total Current NonCurrent Total Contract 1: Societe Generale NDF – – – 6,520 – 6,520 Contract 2: Berclays NDF – – – 3,663 – 3,663 – – – 10,183 – 10,183 Derivatives designated as hedging SPE: Norte Brasil Transmissora Total e.4) Mutation of derivatives: Consolidated Derivatives designated as hedging 2012 2011 7,838 10,469 (1,793) (2,098) 2,025 (1,156) Transfer to adjusments of equity evaluation (part covered by hedge) – 1,975 Deferred income tax – (1,352) (8,536) – (466) 7,838 Opening balance Exchange variance over principal Transfer of adjustments of equity evaluation to fixed asset Discontinuity of hedge accounting Final balance Annual And Sustainability Report Eletrosul 2012 | 303 304 | Annual And Sustainability Report Eletrosul 2012 Total Contract 1: Banco do Brasil Exchange risk and interest rate SPE: ESBR Participações ASSET Contract Assessment of indexes Total Contract 1: Banco do Brasil Exchange risk and interest rate SPE: ESBR Participações ASSET Contract Index depreciation 2,633 2,633 Fair value of derivatives on 31.12.2012 2,633 2,633 Fair value of derivatives on 31.12.2012 2.0435 Index on 31.12.2012 2.0435 Index on 31.12.2012 2.55438 Scene I (-25%) Index 1.53263 Scene I (-25%) Index 3.06525 Scene II (-50%) Index 3,291 3,291 Scene I (-25%) Value 31.12.2012 1,975 1,975 Scene I (-25%) Value Consolidated 1.02175 Scene II (-50%) Index 31.12.2012 Consolidated 3,950 3,950 Scene II (-50%) Value 1,317 1,317 Scene II (-50%) Value e.5) Foreign currency sensitivity analysis 10,183 3,663 Contract 2: Barclays NDF Total 6,520 28,034 2,751 19,652 5,631 Fair value of derivatives on 31.12.2012 Contract 1: Societe Generale NDF Exchange risk and interest rate SPE: Norte Brasil LIABILITY Total Contract 1: Cityibank LME Exchange risk and interest rate SPE: Norte Brasil Contract 2: Banco Itaú Contract 1: Banco do Brasil Risco de câmbio e taxa de juros SPE: ESBR Participações ASSET Contract Index depreciation 1.8758 1.8758 1.8758 1.8758 1.8758 Index on 31.12.2012 1.40685 1.40685 1.40685 1.40685 1.40685 Scene I (-25%) Index 0.93790 0.93790 0.93790 0.93790 0.93790 Scene II (-50%) Index 7,637 2,747 4,890 21,025 2,063 14,739 4,223 Scene I (-25%) Value 31.12.2011 Consolidated 5,092 1,832 3,260 14,018 1,376 9,826 2,816 Scene II (-50%) Value 13. Financial Statements and Notes Annual And Sustainability Report Eletrosul 2012 | 305 306 | Annual And Sustainability Report Eletrosul 2012 10,183 3,663 Contract 2: Barclays NDF Total 6,520 28,034 2,751 19,652 5,631 Fair value of derivatives on 31.12.2012 Contract 1: Societe Generale NDF Exchange risk and interest rate SPE: Norte Brasil LIABILITY Total Contract 1: Cityibank LME Exchange risk and interest rate SPE: Norte Brasil Contract 2: Banco Itaú Contract 1: Banco do Brasil Exchange risk and interest rate SPE: ESBR Participações ASSET Contract Assessment of indexes 1.8758 1.8758 1.8758 1.8758 1.8758 Index on 31.12.2012 2.34475 2.34475 2.34475 2.34475 2.34475 Scene I (-25%) Index 2.81370 2.81370 2.81370 2.81370 2.81370 Scene II (-50%) Index 12,729 4,579 8,150 35,043 3,439 24,565 7,039 Scene I (-25%) Value 31.12.2011 Consolidated 15,275 5,495 9,780 42,052 4,127 29,478 8,447 Scene II (-50%) Value 106,107 SELIC 1,840,207 947,913 TJLP Total 786,187 Balance IPCA Financing and loan LIABILITY Currency (Risk) Index depreciation 106,107 SELIC 1,840,207 947,913 TJLP Total 786,187 Balance IPCA Financing and loan LIABILITY Currency (Risk) Index depreciation 7.25% 5.00% 5.65% Probable index 2013 7.25% 5.00% 5.65% Probable index 2013 9.06% 6.25% 7.06% Scene I (+25%) 5.44% 3.75% 4.24% Scene I (-25%) 1,765,554 100,335 912,366 752,853 Scene I (-25%) 10.88% 7.50% 8.48% Scene II (+50%) 96,494 888,668 730,682 Scene I (+25%) 1,715,844 12.31.2012 Controlling Company 3.63% 2.50% 2.83% Scene II (-50%) 12.31.2012 Controlling Company 1,690,900 94,563 876,820 719,518 Scene II (+50%) 1,790,408 102,255 924,215 763,938 Scene II (-50%) 13. Financial Statements and Notes e.6) sensitivity analysis of interest rate Annual And Sustainability Report Eletrosul 2012 | 307 308 | Annual And Sustainability Report Eletrosul 2012 106,107 12,618 4,831,548 SELIC CDI Total 786,187 3,926,636 106,107 12,618 4,831,548 IPCA TJLP SELIC CDI Total Financing and loan LIABILITY Currency (Risk) Balance 3,926,636 TJLP Index depreciation 786,187 Balance IPCA Financing and loan LIABILITY Currency (Risk) Index depreciation 7.25% 7.25% 5.00% 5.65% Probable index 2013 7.25% 7.25% 5.00% 5.65% Probable index 2013 9.06% 9.06% 6.25% 7.06% Scene I (+25%) 5.44% 5.44% 3.75% 4.24% Scene I (-25%) Scene II (+50%) 10.88% 10.88% 7.50% 8.48% 4,644,506 11,932 100,335 3,779,387 752,853 Scene I (-25%) 11,475 96,494 3,681,221 730,682 Scene I (+25%) 4,519,872 12.31.2012 Consolidated 3.63% 3.63% 2.50% 2.83% Scene II (-50%) 12.31.2012 Consolidated 4,457,464 11,245 94,563 3,632,138 719,518 Scene II (+50%) 4,706,823 12,160 102,255 3,828,470 763,938 Scene II (-50%) 13. Financial Statements and Notes NOTA 48 – Property and Rights of the Union The Company maintains, in auxiliary registers, the amount of BRL 5,199 thousand as Assets Under Management Union (BUSA) on the part of the substation - SE Alegrete Transmission Line 138 kV Jupiá / Mimoso I, Transmission Line 138 kV Mimoso / Campo Grande I, Transmission Line 230 kV Assisi / Londrina, Transmission Line 230 kV Londrina / Apucarana and land located in the municipality of Capivari de Baixo. NOTA 49 – Environmental Expenses* During the year, the Company held the following investments and environmental expenses, assets and recognized in the income statement, as shown below: Controlling Company 2012 Investment 2011 Result Investment Result Environment Investments 17,658 – 5,860 – Environment Expenditure – 3,276 – 4,107 17,658 3,276 5,860 4,107 Total Environmental investments and expenditures in the amount of BRL 20,934 thousand in 2012 (BRL 9,967 thousand in 2011), refers to programs reclamation and preservation of biodiversity, and environmental education programs and other environmental projects and are related to the construction of generation projects: UHE Passo São João, UHE Santo Domingo, Mauá, João Borges PCH and PCH Barra do Rio Chapéu as well as maintenance of transmission lines. * Information not audited by independent auditors. NOTA 50 – Generation and Transmissionauctions Through energy auction ANEEL, from new projects, which follows the rules established by Law 10848 of March 15, 2004, regulated by Decree No. 5163, of July 30, 2004, the Company won in 2012 the auction 005/2012 for the construction, operation and maintenance of 525 kV Transmission Line Nova Santa Rita –Povo Novo - Marmeleiro - Santa Vitória do Palmar in simple circuit, SE 525/230 kV 672 MVA Povo Novo, SE 525 kV Marmeleiro, SE 525/138 kV Santa Vitória do Palmar 75 MVA Sections of LT 230 kV Camaquã 3 in double circuit, all located in the state of Rio Grande do Sul. The project is expected to cost BRL 710.0 million and Annual Revenue of BRL 77.4 million. To deploy the enterprise, was incorporated SPE Transmissora South Coastal Energy S/A, based in Florianópolis, Santa Catarina, whose shareholders Eletrosul with 51% and the State Electricity Company of Rio Grande do Sul S/A (CEEE) with 49%. Annual And Sustainability Report Eletrosul 2012 | 309 NOTA 51 – Events After the Balance Sheet Date Capital investments in Investee Companies Date SPE Event 14/01/2013 Livramento AFAC 13,905 15/01/2013 Marumbi AFAC 71 15/01/2013 Costa Oeste AFAC 589 15/01/2013 Santa Vitória Aporte 21,241 15/01/2013 Chuí Aporte 22,565 25/01/2013 ESBR Aporte 30,000 31/01/2013 TSLE AFAC 15/02/2013 ESBR Aporte 58,000 15/02/2013 Santa Vitória Aporte 54 15/02/2013 Chuí Aporte 7,431 15/02/2013 Costa Oeste AFAC 648 15/02/2013 Marumbi AFAC 295 26/02/2013 TSBE AFAC 30,756 27/02/2013 Costa Oeste AFAC 192 05/03/2013 Costa Oeste AFAC 1,246 05/03/2013 Marumbi AFAC 1,023 08/03/2013 PVTE AFAC 15,000 Total Receiving credit for damages – Law 12.783/2013 On January 18, 2013, it was credited a payment equivalent to 50% of the amount of the indemnification asset of concession contained in MP 579 (Law 12.783/13) as option signed on December 4, 2012 in the amount of BRL 1,014,994 thousand and payment of the first installment of the total 31 in the amount of BRL 45,368 thousand relating to installment receipt option. On February 15, 2013, it was credited with the second installment of the total 31 in the amount of BRL 45,443 thousand relating to installment payment of claims for damages of Law 12.783/2013. 310 Value | Annual And Sustainability Report Eletrosul 2012 6,120 209,136 Hydroelectric Maua Plant On January 4, 2013 came into commercial operation the 4th generation unit and on January 30, 2013 the 5th and final generating unit began commercial operations. Hydroelectric Pequena Central Barra do Rio Chapéu As Order No. 380 of ANEEL, from the day February 19, 2013, it was authorized the start of commercial operation, with the energy produced by the generating units in the system. Incorporation of Artemis Transmissora de Energia S/A On January 11, 2013, the Extraordinary General Meeting of Eletrosul approved merger of 13. Financial Statements and Notes subsidiary Artemis Transmissora de Energia S/A, without a capital increase. The incorporation of the net assets of Artemis is presented below: ARTEMIS TRANSMISSORA DE ENERGIA S/A EQUITY BALANCE ON JANUARY 11, 2013 ASSET CURRENT Cash and cash equivalent Concessionaires or Permissionaires Other credits receivable Financial asset amortizable by RAP LIABILITY AND NET EQUITY 39,436 22,884 8,152 204 8,196 CURRENT Financing and loan Suppliers 247,080 Dividends Payable 15,649 Regulatory charges 2,868 NON-CURRENT 7,815 Financing and loan Deferred tax 2,310 Deferred tax 169,939 Financial asset Indemnified 67,016 NET EQUITY Social Capital Statutory reserve Retained Earnings reserve Retained Earnings TOTAL ASSET 286,516 538 12,289 Related funds Financial asset amortizable by RAP 14,908 Tax receivables Other provisions and accounts payable NON-CURRENT 47,194 TOTAL OF LIABILITY AND NET EQUITY 942 70,047 67,623 2,424 169,275 139,734 6,143 22,417 981 286,516 Annual And Sustainability Report Eletrosul 2012 | 311 ADMINISTRATIVE BOARD Valter Luiz Cardeal de Souza President Eurides Luiz Mescolotto Advisor Cláudia Hofmeister Advisor Willian Rimet Muniz Advisor Dinovaldo Gilioli Advisor Celso Knijnik Advisor EXECUTIVE DIRECTORS Eurides Luiz Mescolotto Executive President Antonio Waldir Vituri Financial Administrative Director Ronaldo dos Santos Custódio Engineering and Operations Manager ACCOUNTING DEPARTMENT Sandro Rodrigues da Silva Manager of Accounting Accountant CRC-SC 15360/O-9 Florianópolis, March 21th, 2013. 312 | Annual And Sustainability Report Eletrosul 2012 GRI Index Indicator Page / Comments Profile 1 Strategy and analysis 1.1 Statement presidency 1.2 Key impacts, risks and opportunities 2 Organizational Profile 2.1 Name of organization 2.2 Primary brands, products and / or services 2.3 Operational structure 2.4 Location of organization's headquarters 2.5 Geographic presence 2.6 Legal nature of the property 2.7 Markets served 2.8 Size of organization 2.9 Significant changes in the year 2.10 3 Awards Report Parameters Report Profile 3.1 The reporting period 3.2 Date of previous report 3.3 Periodicity 3.4 Contact info Scope and boundary of report 3.5 Definition of content 3.6 Boundary of the report 3.7 Limitations on the scope or boundary of the report 3.8 Basis for and report Annual And Sustainability Report Eletrosul 2012 | 315 3.9 Technical data measurement and calculation bases The calculation methods are described throughout the report as necessary to support any data. 3.10 Consequences of restatements of information There were no restatements during the year reported in this report 3.11 Significant changes Summary of contents of the GRI 3.12 GRI Summary Verification 3.13 4 External verification Governance, commitments and engagement Governance 316 4.1 Governance structure 4.2 Indicate whether the Chair of the highest governance body is also an executive officer www.eletrosul.gov.br/home/conteudo.php?cd=165 4.3 State the number of independent or nonexecutive in the highest governance body www.eletrosul.gov.br/home/conteudo.php?cd=165 4.4 Mechanisms for shareholders and employees are recommendations to the highest governance body 4.5 Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements) and the organization's performance (including social and environmental performance) 4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided 4.7 Process for determining the qualifications and expertise of the members of the highest governance body to define organization's strategy on issues and themes of economic, environmental and social 4.8 Mission, values, codes of conduct, and principles relevant to economic, environmental and social | Annual And Sustainability Report Eletrosul 2012 Commitments to external initiatives 4.11 Precautionary principle 4.12 Charters, principles and initiatives 4.13 Membership in associations Stakeholder engagement 4.14 List of stakeholder groups engaged by the organization 4.15 Basis for identification and selection of stakeholders with whom to engage 4.16 Stakeholder engagement 4.17 Key topics and concerns of stakeholders 5 Management approach and performance indicators Economic performance EC1 Economic value generated and distributed EC2 Climate change EC3 Pension plan EC5 Ratio between the salary of the lowest organization and local minimum wage EC6 Policies, practices and proportion of spending on local suppliers The hirings are done via tender of national law, incompatible with any form of guid-ance in the selection, which makes is impossible for frauds in hiring process. EC7 Local hiring EC8 Development and impact of infrastructure investments and services provided primarily for public benefit through commercial, in-kind or pro bono. EC9 Indirect economic impacts Environmental performance EN1 Materials used EN2 Materials used from recycling Annual And Sustainability Report Eletrosul 2012 | 317 318 EN3 Direct energy consumption broken down by primary energy source EN4 Indirect energy EN5 Energy saved due to efficiency improvements in conservation EN6 Products and services with low power consumption EN7 Initiatives to reduce indirect energy consumption EN8 Total water withdrawal by source EN9 Water sources significantly affected by withdrawal of water EN10 Percentage and total volume of water recycled and reused EN11 Location within protected areas or high biodiversity EN12 Impacts on biodiversity EN13 Habitats protected or restored EN14 Managing impacts on biodiversity EN15 IUCN Red List EN16 Direct and indirect emissions of greenhouse gases EN17 Other indirect emissions of greenhouse gases EN18 Initiatives to reduce emissions of greenhouse gases EN19 Emissions of substances that destroy the ozone layer EN21 Total water discharge by quality and destination EN22 Total weight of waste EN23 Significant spills EN24 Hazardous waste transported Not applicable | Annual And Sustainability Report Eletrosul 2012 EN25 Identity, size, protected status, and biodiversity indica of water bodies and related habitats significantly affected by discharges of water and runoff held by the reporting organization EN26 Initiatives to mitigate environmental impacts of products and services EN27 Percentage of products sold and their packaging materials recovered in relation to total sales by product category EN28 Value of fines and penalties for noncompliance with laws EN29 Significant environmental impacts of transportation EN30 Investments and expenditures on environmental protection Not applicable Not applicable Social Performance Labor practices LA1 Total workers LA2 Total number and rate of hires and employee turnover LA3 Benefits LA4 Collective bargaining LA5 Minimum notice in advance of operational changes LA6 Percentage of total workforce represented in health and safety LA7 Rates of injury, occupational diseases, lost days, absenteeism and deaths LA8 Education programs, training, counseling, prevention programs regarding serious diseases LA9 Health and safety agreements with unions LA10 Hours of training LA11 Skills management and lifelong learning Annual And Sustainability Report Eletrosul 2012 | 319 LA12 Performance and career development LA13 Composition of groups responsible for cooperate governance and minorities LA14 Ratio of basic salary and remuneration of women to men LA15 Return to work and retention rates after maternity / paternity leave Human rights HR1 Investments and contracts that include human rights clauses HR2 Providers assessed and measures taken HR3 Total hours of employee training on policies and procedures concerning aspects of human rights relevant to operations, including the percentage of employees who received training HR4 Total number of incidents of discrimination and actions taken HR5 Operations and suppliers at risk the freedom of association and collective HR9 Violation of rights of indigenous people and actions taken HR11 Number of complaints related to human rights filed, addressed and resolved through formal grievance mechanisms Product Liability 320 PR1 Phases of the life cycle of products and services in which health impacts are assessed for improvement, and percentage of significant products and services categories subject to such procedures Not applicable PR3 Type of information on products and services required by procedures, and percentage of significant products and services subject to such information requirements Not applicable | Annual And Sustainability Report Eletrosul 2012 PR4 Total number of incidents of noncompliance with regulations and voluntary codes concerning product information and labeling of products and services, by type of outcome PR5 Practices related to customer satisfaction PR6 Programs for adherence to laws, standards and voluntary codes related to marketing communications PR7 Non-compliance with regulations and voluntary codes concerning marketing communications PR8 Total number of substantiated complaints regarding breaches of customer privacy and losses of customer data PR9 Fines concerning the provision and use of products and services Not applicable Not applicable Society SO1 Operations with local community engagement, impact assessments and development programs SO2 Analyzed for risks related to corruption SO3 Employees trained in anti-corruption policies and procedures of the organization SO4 Actions taken in response to incidents of corruption SO5 Position regarding public policies and participation in public policy development and lobbying SO6 Contributions to political parties Because they are mixed capital companies, Eletrobras are legally prevented from making financial contributions to political parties, politicians and related institutions SO7 Lawsuits for unfair competitions, practices and monopoly There are no judicial actions filed against the company SO9 Operations with negative impact on local communities Annual And Sustainability Report Eletrosul 2012 | 321 SO10 Prevention and mitigation measures implemented in operations with negative impacts on local communities Energy Sector 322 EU1 Installed capacity EU2 Energy sent to the grid, detailed by private energy source and by regulatory regime Not applicable EU3 Number of consumer units residential, industrial, institutional and commercial Not applicable EU4 Length of transmission lines and distribution of overhead and underground EU5 Allocation of emission allowances of CO2 equivalent, broken down by market structure of carbon credits EU6 Management approach to ensure the availability and reliability of electricity supply in the short and long term EU7 Programs demanding side management programs including residential, commercial, institutional and industrial EU8 Activities and expenditures for research and development aimed at the reliability of electricity supply and the promotion of sustainable development EU10 Planned capacity against projected electricity demand in the long term, broken down by energy source and by regulatory regime EU12 Losses in transmission and distribution of energy as a percentage of total energy EU13 Biodiversity of replacement habitats EU14 Programs and processes that ensure the availability of skilled labor EU15 Percentage of employees entitled to retirement in the next 5 to 10 years EU16 Policies and requirements regarding health and safety of employees and outsourced workers and subcontractors Not applicable | Annual And Sustainability Report Eletrosul 2012 EU17 Work days for employees and contractors engaged in the construction, operation and maintenance activities EU18 Percentage of contractor and subcontractor employees undergo training relevant health and safety EU19 Participation of stakeholders in decisionmaking processes related to energy planning infrastructure development EU20 Approach to managing impacts displacement EU21 Contingency planning measures, disaster / emergency management plan and training programs, and recovery / restoration plans EU22 Number of people physically and economically displaced and compensation EU23 Programs, including those in partnership with government, to improvements or maintain access to electricity and customer support services if EU24 Practices to address barriers related to language, cultural, low literacy and disability that hinder access to electricity and care services consumed, as well as its safe use. EU25 Number of injuries and fatalities to the public involving company assets, including judicial decisions and agreements, in addition to cases pending on diseases judicias EU28 Frequency of power interruption Not applicable EU29 Average duration of power interruption Not applicable EU30 Average availability factor by energy source and by regulatory regime Not applicable Annual And Sustainability Report Eletrosul 2012 | 323 Amazon Forest - Rondônia Credits ELETROSUL expresses our thanks to all those involved in preparing the Annual Report and Sustainability Report 2012. This document is the result of the commitment and collaborative work from all areas of the company, where the involved shared knowledge managed and added important information that described our actions and commitments to sustainability. We recognize the human effort in collecting personal data and survey information concerning the operational aspects, economic, and environmental partners. Attitudes like this stimulate the growth of all. General Coordination Business consultant - ASG Formatting and Review Advisory media and marketing - ACS Graphic Design and Layout Horus Ltd. Content Photos Alexandre Carvalho, Eletrosul Databank, Anísio Elias Borges, Hermínio Pires Nunes, Nélio Catarina Pinto, Vivianne Nunes Santos
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