A09-99-0001 I. Introduction Enersis: Global Strategy in the Electric Power Sector Enersis, the Chilean multinational electricity company, has grown into a $US 3.7 billion (market capitalization) leader in the South American market by December of 1997. Beginning as the privatized version of the Santiago regional power distribution company, Enersis has become a true multinational, with major operating subsidiaries in Argentina, Peru, Brazil, and Colombia, along with those in Chile. As the company prepares for the next century, conditions are either opportune for additional growth and profitability, or threatening with the possible arrival of major multinational electric companies from North America and Europe in the region. As the process of privatization of the sector proceeds throughout Latin America, Enersis is encountering increasing challenges from companies such as EDF (France), AES (US) and Iberdrola (Spain). Mr. Pablo Ihnen, CEO of Enersis, has a clear vision of the need for Enersis to expand through the region and to build a portfolio of businesses around the core electric generation and distribution activities. At the same time that Enersis is exploring expansion opportunities abroad, the company is experiencing limitations on its ability to expand at home. As the largest electric power company in Chile, Enersis is always under public scrutiny for its pricing, service quality, and environmental protection issues. As one of the largest companies in the country, Enersis again is subject to constant public discussion. This reality makes it difficult for the company to pursue expansion activities in Chile, though recently Enersis did bail out a failing water utility (Lo Castillo), and other power generation projects have been started (such as a natural gas-powered plant in Atacama in northern Chile 1 ). Perhaps the greatest limitation on growth in the domestic market is its size; Chile s population of 14 million people is already fairly well supplied with hydroelectric power and some coal/gas thermoelectric power. The limit to domestic growth is very relative, however. In North American terms, the economic growth rate of Chile at more than 6% annually, with power needs at least matching that rate, is fairly attractive. Still, the need for increased electric power supply within Chile is expected to grow less rapidly than the demand elsewhere in Latin America. 1 This project is actually fairly complex, including the construction of a natural gas pipeline across the Andes from Salta in Argentina to Mejillones in northern Chile, building a power plant in Mejillones, and connecting it to the national power grid (SING) at Atacama. Enersis is co-owner of both the pipeline and the power plant, along with partner CMS. CMS operates the gas pipeline, and Enersis operates the power plant which is connected to both the SIC and SING distribution networks. Copyright 1999 Thunderbird, The American Graduate School of International Management. All rights reserved. This case was prepared by Professor Robert Grosse, Thunderbird, and Professor Carlos Fuentes, Universidad Gabriela Mistral, for the purpose of classroom discussion only, and not to indicate either effective or ineffective management.
Total capital investment in power generation in Latin America has been growing at a value of about $US 10 billion per year during the 1990s. Chile s investment in power generation has grown at about $US 600 million per year during that time, and appears likely to continue at this rate for the next five years. As Enersis expands in the rest of the region, capital investment needs are growing almost exponentially. Table 1 depicts this environment. Table 1 Installed Capacity (MW) 1998 1999 2000 2001 2002 2003 % participación Argentina 20,799 22,284 23,875 25,579 27,406 29,362 13 Bolivia 877 939 1,007 1,078 1,155 1,238 1 Brasil 61,591 65,988 70,700 75,748 81,156 86,950 37 Chile 6,712 7,191 7,705 8,255 8,845 9,476 4 Colombia 11,287 12,093 12,956 13,881 14,872 15,934 7 Ecuador 2,934 3,143 3,368 3,608 3,866 4,142 2 México 36,997 39,638 42,469 45,501 48,750 52,230 22 Perú 6,795 4,066 4,356 4,667 5,001 5,538 2 Venezuela 20,225 21,669 23,216 24,874 26,650 28,553 12 TOTAL 165,216 177,012 189,651 203,192 217,700 233,244 If privatizations of state-owned power generation and distribution companies continue on the current path, the need for capital investment is expected to reach $US 100 billion over the course of the next five years. To continue its role as the largest, highly profitable private power company in the region, Enersis needs a huge amount of additional financial resources. The global (or regional) strategy being developed by Enersis was simply unthinkable only ten years ago. With the Latin American region in the late stages of an enormous external debt crisis and prolonged recession, the economic conditions were singularly unfavorable. The electric power industry at that time was almost entirely government-owned throughout Latin America. Chile was the first country in the region to privatize both the electric power generation industry and also the electricity distribution industry. In December of 1997, as the leaders of Enersis considered the whirlwind process that had led the company to its current level of activities and internationalization, they realized that the process could not stop now. The competition in electric power generation was heating up in Brazil, in Colombia, and in other target markets for Enersis. The possible entry of foreign power providers was very real, and even in Chile competition was possible from providers in Argentina and Brazil. The distribution business was less subject to market entry, since all countries in the region had non-overlapping power grids, and thus new entrants would have to build an entire infrastructure to compete. Nevertheless, even in distribution Enersis wanted to compete with other firms to buy privatizing companies in South America, and the bidding was often cutthroat. Mr. Ihnen and other Enersis top managers began to wonder if the process that they had begun was really sustainable. In addition to the competitive pressures, Enersis felt constrained by the government of Chile, which was very concerned about the monopoly power held by the company. With Enersis 47% share in electric power generation and 45% share of electricity distribution in Chile, this was a very real concern. Thus far, Enersis had avoided any anti-trust violations, but the risk of becoming subject to a complicated investigation was significant. 2 A09-99-0001
II. Background on Enersis Enersis is the Chilean energy company that was formed from the dismantling of the Compañia Chilena de Electricidad in 1981. In that year three new companies were formed, including: the Compañia Chilena de Generacion de Electricidad, Chilgener; the Compañia Chilena Metropolitana de Distribucion Electrica, Chilectra; and the Compañia de Electricidad de la Quinta Region, Chilquinta. These new companies were then privatized in 1987 in separate auctions. The new owners of Chilectra included Chilean pension funds, company employees, institutional investors, and thousands of small shareholders. In 1988 the company changed its name to Enersis, which was structured to operate as a holding company. The principal operating subsidiary of Enersis was and is Chilectra, which is the main electricity distribution company in Santiago, the capital of Chile. Soon after the privatization, Enersis began to move aggressively into a diversification program, mainly in other electricity-related activities. A major shareholding in Endesa, the largest electric power generating company in Chile was taken in 1990. Today Enersis owns 25% of Endesa, and is the largest single shareholder. A computer equipment and services subsidiary, Synapsis, was established to provide these services to the Enersis group. Manso de Velasco, a real estate and construction company, was acquired to be the main vehicle for buying land and building facilities for both Endesa and Chilectra throughout the country. The company s organization chart appears in Figure 1 below. The various operating companies are described in the next section. Enersis in 1997 has become the largest privately-owned electric power generation and distribution company in Latin America. The company has operations that it manages in Chile, Argentina, Brazil, Colombia, and Peru. While focused principally on the electric power sector, Enersis is also active in real estate ventures through its subsidiary, Manso de Velasco. To finance its growth, Enersis sold shares in the Chilean stock exchange, borrowed domestically and internationally, and sold ADRs in the US market, bringing its total financial structure in 1996 to 75% equity/25% debt, and a total asset value of $US 9.736 billion December 1996. The distribution of shareholdings is shown in Table 2. III. Operating Companies and Affiliates The initial business of Enersis, and still its single largest activity, is electricity distribution in the Santiago region of Chile through the operating company Chilectra. Chilectra Metropolitana was created in 1981 as part of the dismantling of the Compañia Chilena de Electricidad. In 1985 the company was placed into a privatization process, which resulted in Chilectra being 100% privately owned by 1987. The name of the overall company, as previously noted, was changed to Enersis in 1988, and Chilectra became its main distribution subsidiary. Chilectra today is owned 74% by Enersis and the rest by individual and institutional shareholders through the Chilean stock exchange. Figure 2 shows the distribution of ownership of Chilectra, and demonstrates that this affiliate of Enersis has its own international capital structure, with ADRs issued in New York and a broad base of ownership among pension funds, foreign investment funds, and individual shareholders. A09-99-0001 3
Figure 1 ENERSIS ELECTRICITY DISTRIBUTION CHILECTRA 74% RIO MAIPO 85% EDESUR (Argentina) 58% EDELNOR (Peru) 33% CODENSA (Colombia) 22% CREJ (Brazil) 42% COELCE (Brasil) 21.43% COSTANERA CENTRAL BUENOS AIRES EL CHOCON A R G E N T I N A ELECTRIC POWER GENERATION ENDESA 25.3% PEHUENCHE PANGUE CELTA TRANSELEC (TRANSMISION) SAN ISIDRO PACIFIC C H I L E BETANIA EMGESA C O L O M B I A EDEGEL P E R U CACHOEIRA DORADA B R A S I L INFRA- ESTRUCTURA 2000 TUNEL EL MELON AUTOPISTA DEL SOL INGENDESA ELECTROGAS GAS ATACAMA GASODUCTO TAL TAL RELATED SERVICES MANSO DE VELASCO 100% SYNAPSIS 100% DIPREL 100% AQUAS CORDILLERA 100% ELENET (Argentina) Table 2 Ownership of Enersis, December 1997 SHAREHOLDER NUMBER OF SHAREHOLDERS NUMBER OF SHARES % Pension Funds 13 2,164,892,601 31.84 Employee Companies 5 1,981,587,840 29.16 ADRs 1 1,132,239,300 16.65 Foreign Equity Funds 19 150,909,038 2.20 Other Shareholders 13,153 1,370,371,221 20.15 TOTAL 13,191 6,800,000,000 100.00% Source: Enersis Annual Report, 1997. 4 A09-99-0001
Figure 2 MAIN SHAREHOLDERS % DEC. 97 Enersis S.A. 74.12 Morgan G.T.C.(A.D.S.) 11.35 Deposito Central de Valores (Dcv) 3.44 Stockbrokers, Insurance Companies, Mutual Funds 2.66 Foreign Funds 2.41 Others 6.02 TOTAL SHARES (11,051 Shareholders) 100.00 Source: Enersis Annual Report, 1997. DISTRIBUTION OF OWNERSHIP IN CHILECTRA S.A. (DC V ) 3% A.D.S. 12% CORR. 2% PENSION FUNDS FONDOS 2% 0% OTHERS 6% ENERSIS S.A. 75% Chilectra purchases most of its electric power from domestic generating companies, led by Endesa (which also belongs to Enersis). Endesa provided 30.1% of Chilectra s electricity in 1997, followed by Chilgener with 24.1%, Pehuenche with 16.9%, Pangue with 14%, Colbun with 10.6%, and others with 4.3%. This portfolio of energy sources is expected to shift with the arrival of imported natural gas from Argentina. The natural gas will replace some of the Chilean system s use of coal for thermoelectric power generation. Rio Maipo Rio Maipo is Enersis second largest distribution system in Chile. This company was created from a division of Chilectra, with the goal of serving the Maipo Valley region. After sale of shares on the stock exchange, Enersis maintains 85% ownership of Rio Maipo. Rio Maipo had approximately 255,000 customers at yearend 1997 and sold about 955 GWh of power during the year. Edesur (Argentina) Electricidad del Sur (Edesur) is the power distribution company for the southern half of the city of Buenos Aires, Argentina. Initially, in 1992, Enersis purchased 20% of the shares of Edesur in the privatization process. In 1995 Enersis purchased another 39% of Edesur, such that today Enersis holds A09-99-0001 5
59% of the outstanding shares. As with the other distribution and generation companies, Enersis holds a majority of seats on the board of directors of Edesur, and thus is assured management control of the firm. In 1997 Edesur had approximately 2,042,000 customers in the Buenos Aires region, producing revenues of about $US 66.9 million for the year. Edesur distributed 11,160 GWh of power during the year. Edelnor (Peru) In 1994 Enersis bought 33% of the Peruvian firm, Empresa de Distribucion Electrica del Norte, Edelnor, in a public auction. This investment gave Enersis control of the firm and the right to place a majority of directors on Edelnor s board. Edelnor served about 805,000 customers in the northern district of Lima in 1997 and sold 3,256 GWh of electricity during the year. Aguas Cordillera This company is the main provider of drinking water and also of wastewater treatment in several districts of Santiago, Chile. Aguas Cordillera produces and distributes drinking water, and collects and disposes of wastewater, for a population of 310,000 people in the communities of Lo Barnechea, Vitacura, and part of Las Condes. Compañia Electrica de Rio de Janeiro (CERJ-Brasil) This company was acquired in 1996, and it distributes electricity through the state of Rio de Janeiro in Brazil. CERJ had 4.4 million customers at the end of 1997. During 1997, after one year under the management of Enersis, CERJ sold 6,424 GWh of electric power, 12% more than in the previous year. Energy losses were reduced by 4 percentage points, remaining at 25.3% at yearend 1997. CERJ had 1,340,573 clients at the end of the year, growth of 10.1% over the previous year. Distribuidora de Productos Electricos SA (Diprel) The main business of Diprel is distribution and marketing of materials, products, and large-scale equipment to electric power companies. Since its creation in 1989, Diprel has followed a path of diversification of its products. In addition to equipment and materials for electric companies, Diprel now distributes similar products for construction, mining, and other industrial companies. Dipres has been successful in penetrating the Chilean market through establishment of a major network of sales offices. The company is also developing a network of representatives throughout the rest of Latin America. Codensa (Colombia) Codensa distributes electricity to 1,536,035 clients in the city of Bogota; this constitutes about 24% of the entire country. The volume of power sold during 1997 was 7,929 GWh, with an energy loss of 23.8%. 6 A09-99-0001
Central Hidroelectica de Betania (Colombia) This was Enersis first investment in Colombia, in 1996. Betania has an installed capacity of 540 MW, and in 1997 generated 2,070 GWh. Emgesa (Colombia) Emgesa is the largest electric power generating company in Colombia. It has eight generating plants with a total of 2,458 MW of capacity. Emgesa produced 11,200 GWh of power during 1997. Endesa (Chile) The Empresa Nacional de Electricidad, S.A., Endesa, is the main electric power generating company in Chile. The government sold partial ownership to the private sector in 1989, when Enersis bought a 5% interest. Subsequently, additional share purchases have given Enersis a 25.3% holding in Endesa by 1995, and the right to place a majority of directors on Endesa s board. Endesa is now reported as a consolidated affiliate of Enersis on the holding company s books. Endesa s main business is the generation of electric power, which it then transmits mainly through the Central Interconnected System (SIC). In addition, Endesa participates in the generating system in the northern part of the country as a part owner and operator of the Interconnected System of Norte Grande (SING). Table 3 describes the production of electricity in Chile in 1996 and Endesa s role in it. Table 3 Installed Electric Power Capacity in Chile CAPACITY (MW) PRODUCTION (GWh) Endesa Total % Endesa Endesa Total % SIC 2,641 4,594 57.5 SIC 12,868 22,421 57.4 SING 97 1,131 8.6 SING 30 5,545 0.5 TOTAL 2,738 5,725 47.8 TOTAL 12,898 27,996 46.1 Source: Endesa Annual Report, 1996. An interesting twist to Endesa s leadership in the Chilean power generation market is that it utilizes mainly hydroelectric power sources (i.e., rivers coming down from the Andes mountains). In the mid-1990s, Chile experienced a prolonged drought, which reduced the generating capacity of the hydroelectric plants and caused the country to become more dependent on thermoelectric power (from coal, oil, or natural gas). This drought caused Endesa to lose market share, since competitors were more able to deliver thermoelectric power during this time. Paradoxically, Endesa enjoys a major cost advantage when weather conditions are normal, since hydro power costs approximately one-tenth as much as thermo power to generate. Endesa made its first foreign investment in Argentina in 1992, where it purchased the power plant, Central Costanera. With three plants operating in 1996, Endesa produced 9,513 GWh of electricity, constituting about 16% of total Argentine production. In 1995 Endesa invested in Peru, buying 60% of the Empresa de Generacion Electrica de Lima, Edegel. Edegel has installed capacity of 689 MW of electricity, representing about 24% of total installed capacity in Peru. In 1995 Edegel produced about 2,650 GWh of electricity. A09-99-0001 7
Ingenieria e Inmobiliaria Manso de Velasco One of the key activities in generating and distributing electric power is the construction of power plants, transmission lines, and connections to users. While plant construction is contracted out to major construction firms, the engineering and construction of electric distribution lines and links was originally carried out within Chliectra. This last activity in 1988 was placed into the wholly-owned subsidiary, Manso de Velasco. Manso de Velasco continues to be the engineering and construction firm used by Chilectra for constructing electricity distribution facilities. In addition, Manso de Velasco has contracted to offer services to a wide range of outside users, such as constructing lighting and power facilities for the Santiago metro system and also installing lighting for public parks and gardens in the city. Synapsis Enersis has extensive activity in information technology to operate its power generation and distribution businesses. This activity has been placed into the subsidiary, Synapsis, which in addition sells information technology services to outside clients. Financial statements for Enersis and each of the major subsidiaries are presented in the Appendix. IV. The Chilean Context Chile is one of the most industrialized countries in Latin America. With a per capita income of over $US 3000 per year, Chile ranks at the top of the Latin American region. Its population is highly educated, with adult illiteracy at just 5 percent of the population. The country has embraced a free-market capitalist economic model since the overthrow of the Marxist regime of Salvador Allende in 1973. Initially under the military regime of Augusto Pinochet, Chile began to liberalize its economy long before this policy framework became popular in the region. The Chicago Boys trained by University of Chicago free-market economists such as Arnold Harberger and Milton Friedman followed a highly successful set of policies to reduce barriers to competition and to stimulate investment. Tariffs were gradually lowered to a uniform 10% ad valorem by 1976, the least restrictive in Latin America. The door was opened to foreign direct investment in 1976, when Chile withdrew from the protectionist Andean Pact integration group and implemented its own liberal foreign investment regime. The results of this economic opening in the 1970s were clearly very positive. To a certain extent they were assisted unintentionally by the rise in raw materials prices that accompanied the oil crises. Chile s main export product has long been copper, and copper prices rose dramatically in the late 1970s. This alone produced solid economic growth in the country during those years. When oil and other raw materials prices dropped in the early 1980s, and when the foreign debt crisis hit the region in 1982, Chile unfortunately was dragged down as well, and it took several years until the economy rebounded. In comparison with other Latin American countries, however, Chile did pull out of the crisis more rapidly. By 1986 GDP was growing by a positive 6 1/2% per year, and this continued through the rest of the decade. In the early 1990s Chile s economy remained near the top of the Latin American list, with an average growth rate of 7.4% per year. Chile s government began in the 1970s a process of privatization, or sell-off of state-owned companies, that has been followed in various degrees throughout the rest of Latin America in the late 1980s and 1990s. At a time when the economic model of import-substituting industrialization was widely followed in the region, Chile turned its back to that view and aggressively began a process of open 8 A09-99-0001
markets and export-led growth. Since the government participated in the economy as owner of well over half of industry, a major step to opening markets was the denationalization of companies. This was begun with the sale of Compañía de Cervecerías Unidas (beer), Cemento Melón (cement) and Celulosa Arauco (paper) in the late 1970s, and with subsequent sales of electric power, telephone, airline, and other government-owned businesses in the 1980s. In the 1990s the Chilean model uses the government as regulator and overseer of the economy, much as in the industrial countries of Europe and North America with a few key exceptions such as the national copper company, Codelco, which still remains in state hands. Interestingly, there has been a very considerable consensus in Chile on the free-market economic policies that have been followed. This policy framework was closely associated with the Pinochet military regime, which, as any such government, was criticized for being authoritarian. Without debating that issue, it can be concluded that the Pinochet regime did indeed strongly support the open-market policy framework, and consistently maintained it through economic booms and recessions. When Pinochet stepped down as President in 1988, the elected government of Patricio Alwyn continued the economic policy framework, as have subsequent Chilean governments. The result was an economic performance (e.g., growth, inflation, balance of payments) superior to all other countries in Latin America from 1975-1995. V. Recent History of Chile s Electricity Sector The electric power sector in Chile is divided into three stages: generation, transmission, and distribution. The generation sector consists of companies that generate electricity from hydroelectric and thermal electric sources and sell their production to distribution companies, other regulated and unregulated customers, and to other generation companies. The transmission sector consists of companies that transmit high-voltage electricity from the generating companies. These companies are all subsidiaries of the main generation and distribution companies. Distribution companies purchase electricity from generating companies at the nodes of the countrywide system, typically at low voltage (23 kv or less), and then distribute it for sale to the public. Each of these segments is privately owned, with government regulation on pricing and oversight on service quality. Figure 3 describes the system. Figure 3 Stages In The Electric Power System G E N E R A T I O N TRANSMISSION Trunk 220 kv - 500 kv TRANSMISSION Local > = 23 kv Recharges DISTRIBUTION High Tension = < 23 kv DISTRIBUTION Low Tension 220-380 V Node Price Node Price Equiv. Added Value A09-99-0001 9
The national electricity industry is divided into two large geographic grids, the Central Interconnected System (SIC) and the Interconnected System of Norte Grande (SING). In addition there are several other systems, including systems owned and operated by individual industrial companies (e.g., copper companies) for their own use, typically in remote areas. As discussed above, Endesa dominates power generation in Chile, with approximately a 50% market share. Endesa owns and operates 16 power plants connected to the SIC and another three power plants connected to the SING. At the level of distribution, there are eight major companies and several smaller ones. Their characteristics are described in Table 4. Table 4 Distribution of Electricity in Chile by Company NUMBER OF COMPANY CUSTOMERS % SALES GWh % Chilectra (ENERSIS) 1,099 36 6,676 50 CGE 498 16 1,918 15 Chilquinta 335 11 1,122 9 Rio Maipo (ENERSIS) 230 7 763 6 Saesa (COPEC) 319 10 939 7 Emec 151 5 426 3 Frontel (COPEC) 149 5 336 3 Emel 130 4 169 1 others 170 6 759 6 TOTAL 3,081 100 13,108 100 Source: Comision Nacional de Energia, 1995. Chilectra and Rio Maipo are both part of the SIC network, which provides power to Santiago and to about 90% of Chile s total population. Legal Framework Chile s electricity law essentially allows private ownership of all stages of electric power production and distribution, with public-sector regulation and price controls. The National Electricity Commission (CNE) sets prices and plans expansion of the system. The SEF sets and enforces technical standards for the system. And finally, the Ministry of Economy has final authority over electricity prices, and it regulates the granting of concessions to electric generation, transmission, and distribution companies. Probably one of the key continuing problems faced by Enersis was the complex system of price controls placed on the electricity sector. Negotiation of prices of power generation for sales to distributors and of power distribution for sale to final customers takes place on a four- year cycle, and in general prices fall behind costs by the end of each cycle. Endesa and Chilectra regularly seek to keep their output prices in a profitable range, but the negotiation process often is drawn out and leads to periods of very low profit. The electricity law seeks to provide objective criteria for electricity pricing and resource allocation. The regulatory system is designed to provide a competitive rate of return on investments in order to stimulate private investment, while ensuring electricity to all who request it. Under the law, companies engaged in electric power generation must coordinate their activities through the association of power suppliers, CDEC (Centro de Despacho Economico de Carga), for either the SIC or the SING, 10 A09-99-0001
to minimize the operating costs of the electric system. Generation companies meet their contractual sales requirements with power that they either generate themselves or buy on the open market. Because Endesa s production in the SIC is primarily hydroelectric, its marginal cost of production is generally the lowest in the system, and therefore Endesa generates most of the power it sells there. Generation companies have to balance their contractual obligations with their delivery of power by buying any needed electricity at the spot market price, which is set hourly by the CDEC based on the marginal cost of production of the last generation facility utilized. The main purpose of the two CDECs in operating the power assignment system is to ensure that only the most efficiently-produced electricity reaches customers. The CDECs also seek to ensure that every generation company has enough installed capacity to produce the electricity needed by its customers. Sales of electric power may be made through short-term or long-term contracts, or between generation companies, in the spot market. Generation companies may also contract to deliver power among themselves at negotiated prices. Generation companies are free to determine whether and with whom to contract, the duration of contracts, and the amount of electricity to be sold. Sales of electricity to distribution companies for resale to regulated customers (customers with demand for capacity less than or equal to 2 megawatts) must be made at the node prices then in effect at the relevant locations or nodes on the interconnected system. Two node prices are paid by distribution companies: node prices for capacity and node prices for energy consumption. Node prices for capacity are calculated based on the annual cost of installing a new diesel fuel gas turbine generation facility. Node prices for energy are calculated based on the projected short-term marginal cost of satisfying the demand for energy at a given point in the interconnected system, quarterly during the succeeding 48 months in the SIC and monthly during the succeeding 24 months in the SING. To calculate the marginal costs a formula is used that takes into account 10-year projections of the principal variables in the cost of energy such as water reservoir levels, fuel costs for thermoelectric power, maintenance, demand levels, etc. A generation company may need to purchase or sell energy or capacity in the spot market at any time depending on its contractual requirements in relation to the amount of electricity that it is able to produce. These purchases and sales are transacted at the spot marginal cost of the interconnected system, which is the marginal cost of the last generation facility to be dispatched. Energy supply prices are unregulated for final customers with a connected capacity greater than 2 MW (referred to as large customers ), for temporary customers, and for customers that have special quality requirements. Customers not subject to regulated prices may negotiate prices freely with distribution and/or generation companies. All other customers are subject to the maximum prices established by the tariffs. As far as electric power distribution is concerned, tariffs are established to allow distribution companies to recover their costs of operation, including allowed losses, and a return on investment. The operational costs include: selling, general and administrative costs of distribution; maintenance and operating costs of distribution assets; cost of energy and capacity losses; and and expected return on investment of 10% per year in real terms including the cost of renewing all the facilities and physical assets used to provide the distribution services, including interest costs, intangible assets and working capital. The various costs are based on an average of those incurred by electricity distribution companies A09-99-0001 11
operating in Chile. Thus, more efficient companies may earn more than 10% returns, and less efficient ones less. Key Competitors in Chile The main competitor in Chile is most importantly Chilgener. Chilgener is a major competitor in power generation, with thermoelectric plants in Santiago, Valparaiso, and in Copaipo. In addition, Chilgener owns several electricity distribution companies operating in both the central and the northern power grids. Chilgener consistently bids for electric power projects in Chile and elsewhere in Latin America (especially Argentina) against Chilectra and Endesa. In a highly-publicized recent duel for construction of a natural gas pipeline between Argentina and Chile, a consortium led by Chilgener beat Enersis and gained a major new power source. Other smaller electric companies such as Chilquinta also compete domestically and abroad with Enersis. Separate from the two major electric distribution grids, the electric companies serve non-regulated clients, which are large-volume electricity users that are permitted to buy electricity directly from generating companies. The non-regulated clients are customers that use more than 2 megawatts hours of power typically large industrial companies such as copper mines. VI. Global Strategy at Enersis According to company documents, The Company s business strategy is to use its accumulated utility experience and expertise to improve the profitability of its existing electric distribution and generation businesses in Chile, Argentina, Peru, Brasil, and Colombia, and to enhance the value of other businesses it may acquire in Latin America. The Company believes it has proven expertise in managing privatized utilities, including experience in reducing energy losses of distribution businesses, constructing and operating generation facilities, implementing proprietary billing and accounts receivable management systems, improving labor relations, increasing work force productivity, streamlining information systems, and operating under tariff and regulatory frameworks that reward efficient operations. Following this broad statement in 1995, Enersis has continued to expand its activities in Latin America with the purchase of controlling interest in the Rio de Janeiro power distribution company, CERJ, and the Colombian power generation company, Betania. In addition, the company has diversified more widely in Chile, with the purchase of the water utility Lo Castillo in Santiago in 1996 and various real estate activities through the Endesa subsidiary, Infraestructura 2000. VII. Strategic Alliances of Enersis Enersis has used strategic alliances frequently in its short history. When building the information systems part of its business, Enersis formed Synapsis as a joint venture with Unisys Corporation of the United States. After three years of operation, Enersis bought the partner s interest and now runs Synapsis as a wholly owned subsidiary. In overseas ventures Enersis has worked exclusively with local partners in each country, as well as with other foreign investors on some occasions. For its initial foray into Argentina, a joint venture (Distrilec) was formed with Perez Companq (a large Argentine conglomerate) and PSI (from the US) to own the power distribution company, Edesur. Likewise, when entering Peru to buy the power genera- 2 See, for example, El Precio de una Derrota, Que Pasa, July 22, 1995, pp. 52-56. 12 A09-99-0001
tion company, Edelnor, the company formed a joint venture with Endesa of Spain, Compañia Peruana de Electricidad, and Banco del Credito del Peru. Subsequently, when bidding for and winning the ownership of CERJ in Brazil, Enersis formed a joint venture with Endesa (Spain) and Electricidad de Portugal. No Brazilian partner participated in the consortium with Enersis on this occasion, but the consortium itself has Electrobras as a local partner in the total shareholding of CERJ. For capital and technology resources, Enersis has found the Spanish electric company, Endesa, to be a valuable partner in these and other projects. As a policy, Enersis management asserts that strategic alliance partners will continue to be sought in each foreign venture undertaken, to assure knowledge of the local market and treatment as a local (at least partly local) company. The bias against foreign companies is particularly strong in Enersis situation, for example because Argentine companies and government agencies often view Chilean firms as smaller, less capable competitors, and because Peruvian companies and government agencies often view Chilean firms as antagonists, given the history of conflicts between the two countries. To defuse some of this opposition, in addition to gaining local market knowledge, Enersis will continue to work with local partners in future Latin American ventures. Even as Enersis continues to actively use strategic alliances in its international ventures, the company maintains a clear policy of seeking to exert the highest possible degree of managerial influence in the businesses undertaken. It always follows an intention of long-term ownership, and generally obtains majority control of the board of directors (i.e., operational control) of affiliates. VIII. Diversification Strategy Enersis management has defined the strategy of the firm to be focused on the electric power industry and on related activities. These related activities began with the establishment of a subsidiary for information technology and one for real estate and construction activities. Since that time, additional activities have largely fallen into the categories of electric power generation and distribution outside of Chile and diversification into other sectors inside Chile. In 1996 the water company, Lo Castillo, was purchased. This move was justified as a step into additional infrastructure that accompanies electric power. In fact much of the distribution and physical facilities construction are quite similar between the two businesses, so the diversification may be reasonably related to the core business after all. Enersis, through Manso de Velasco, has spread its activities far from electric power, investing in construction of apartment buildings in Viña del Mar, a highway tunnel connecting Santiago with the coast (El Melon), and other ventures that have much to do with real estate and construction but virtually nothing to do with electricity other than relating to infrastructure development. While the real estate/infrastructure ventures do move the company away from power generation, these activities constitute well less than 10% of the total business, and the intention is to keep this type of diversification limited to a small percentage of total Enersis activity. IX. The Challenge of Operating Multinationally Enersis has now been involved in business outside of Chile since 1992. This experience has not been without some missteps. For example, when expanding into Argentina, Enersis faced the inability to reduce staffing at the Edesur electricity distribution company, due to local labor rules. As well, there was a relatively low level of motivation of the labor force there, due to a history of state ownership of the electricity sector and the lack of performance-related incentives for the workers. It took Enersis managers more than two years to carry out the needed staffing reductions and to install modern performance measures and incentives. A09-99-0001 13
As the Latin American region became more attractive for foreign investment during the 1990s, electric power utilities became important targets for foreign companies in the region. Once the threat of the external debt crisis had been extinguished by about 1991, interest began to pick up. At the beginning of the decade, Enersis had very few competitors when it bid for power companies that were being privatized in Argentina, Peru, and Brazil. By the middle of the decade, American companies such as Houston Energy, AES, Duke Power, and others had entered the bidding in Brazil, Mexico, and elsewhere. At the same time European power companies such as Iberdrola (Spain), Electricite de France, ENE (Italy) and Electricidad de Portugal also entered the fray. Enersis found that the most useful strategy for dealing with the foreign competition, and being a foreign company itself outside of Chile, was to ally with a local power company in the target market and with one or more industrial-country companies. This package of Enersis management skills, local knowledge held by the local partner, and capital plus technology contributed by the US or European partner, turned out to be a winning combination in bids for Edelnor in Peru, CERJ in Brazil, and Betania in Colombia. A continuing problem for Enersis in overseas business is the fact that most electric power business remains in government hands throughout Latin America. This problem extends as well to the generation of electricity, where, for example, Argentine government-owned companies operate nuclear power plants that compete with Endesa to supply power to the distribution networks. 14 A09-99-0001
APPENDIX A ENERSIS S.A. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31,1997 AND 1996 (EXPRESSED IN THOUSANDS OF CHILEAN PESOS M$) 1997 1996 OPERATING RESULTS: Revenue from Operations 1,334,976,829 1,233,788,841 Cost of Operations (857,443,897) (763,248,909) Gross Profit 477,532,932 470,539,932 Administrative and Selling Expenses (115,128,805) (124,625,967) Net Operating Income 362,404,127 345,913,965 OTHER INCOME (DEDUCTIONS): Interest Income 37,867,295 31,892,890 Equity in Income of Related Companies 31,999,177 17,610,537 Other Income 59,736,909 72,550,465 Equity in Loss Of Related Companies (987) (9) Amortization-Goodwill (35,006,194) (24,132,148) Financial Expenses (158,395,649) (108,835,106) Other Expenses (43,947,488) (29,052,406) Monetary Correction 41,053,618 24,285,123 Non-Operating Income (66,693,319) (15,780,654) Income Before Income Taxes and Minority Interest 295,710,808 330,133,311 Income Taxes (57,002,970) (40,701,164) Income Before Minority Interest 238,707,838 289,432,147 Minority Interest (157,945,493) (179,094,920) 80,762,345 110,337,227 Amortization-Negative Goodwill 22,753,925 2,307,295 Net Income 103,516,270 112,644,522 Source: Enersis Annual Report, 1997. A09-99-0001 15
APPENDIX A (continued) CONSOLIDATED BALANCE SHEET YEARS ENDED DECEMBER 31,1997 AND 1996 (EXPRESSED IN THOUSANDS OF CHILEAN PESOS M$) 1997 1996 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Due to Banks and Financial Institutions Short-Term 56,328,049 79,321,790 Due to Banks and Financial Institutions Current Installments 56,185,075 81,251,887 Bond Issues 39,622,264 52,059,672 Long-Term Obligation Current Installment 6,097,099 9,682,682 Dividends Payable 18,714,200 48,621,825 Accounts Payable 80,828,450 62,828,616 Notes Payable 359,140 794,334 Miscellaneous Payables 43,054,841 44,174,656 Notes and Accounts Payable to Related Companies 7,519,838 5,337,297 Provisions 39,198,551 33,500,327 Wlthholdings 58,220,021 32,738,280 Deferred Income 6,253,329 19,733,523 Deferred Taxes 167,726 182,949 Other Current Liabilities 19,571,116 19,602,614 Total Current Liabilities 432,119,719 489,930,452 LONG-TERM LIABILITIES Due to Banks and Financial Institutions 1,707,736,423 969,611,840 Bond Issues 963,287,650 611,034,148 Notes Payable 28,725,949 24,893,286 Miscellaneous Payables 7,712,680 3,784,433 Provisions 19,301,360 8,558,077 Other Long-Term Liabilities 43,157,727 43,455,860 Total Long-Term Liabilities 2,769,921,789 1,661,327,644 Minority Interest 2,272,352,449 1,558,254,355 STOCKHOLDERS EQUITY Paid-In Capital 372,505,262 372,505,262 Premium On Sale Of Own Shares 22,600,111 22,600,111 Other Reserves 21,594,889 22,163,444 Retained Earnings: Prior Years 232,469,742 196,759,783 Net Income For The Year 103,516,270 112,644,522 Interim Dividends (46,665,681) (43,883,980) Total Retained Earnings 289,320,331 265,520,325 Total Stockholders Equity 706,020,593 682,789,142 Total Liabilities and Stockholders Equity 6,180,414,550 4,392,201,593 Source: Enersis Annual Report, 1997. 16 A09-99-0001
APPENDIX B OWNERSHIP OF ENERSIS as of 12/31/97 NUMBER OF NUMBER SHAREHOLDER SHAREHOLDERS OF SHARES % ENDESA Spain 5 1,981,587,840 29.16 Pension Funds 13 2,164,892,601 31.84 ADRs (Citibank as Depositary Bank) 1 1,132,239,300 16.65 Foreign Equity Funds 19 150,909,038 2.20 Stockbrokers, Mutual Funds, and Insurance Companies 97 364,098,443 5.35 Other Shareholders 12,665 1,006,272,778 14.80 TOTAL 12,800 6,800,000,000 100.00 As of December 31, 1997, Enersis S.A. was owned by 12,800 shareholders of record. The twelve largest shareholders of the company were: NUMBER NAME OF SHAREHOLDER OF SHARES % Citibank N.A. (Depositary Bank) 1,132,239,300 16.65 A.F.P. Provida S.A. 424,999,771 6.25 Compania de Inversiones Luz y Fuerza S.A. 445,061,585 6.55 Compania de Inversiones Chispa dos S.A. 445,061,585 6.55 A.F.P. Habitat S.A. 439,578,489 6.46 Compania de Inversiones Los Almendros S.A. 445,061,585 6.55 Compania de Inversiones Chispa Uno S.A. 445,061,585 6.55 A.F.P. Santa Maria S.A. 297,490,170 4.37 A.F.P. Proteccion S.A. 224,955,672 3.31 A.F.P. Cuprum S.A. 264,364,775 3.89 Endesa Desarollo S.A. 201,341,500 2.96 Compania de Inversiones Luz S.A. 194,412,126 2.86 Subtotal (12) 4,959,628,143 72.95 Other Shareholders (12,788) 1,840,371,857 27.05 TOTAL SHAREHOLDERS (12,800) 6,800,000,000 100.00 Source: Enersis Annual Report, 1997. A09-99-0001 17
18 A09-99-0001 ENERSIS S SUBSIDIARIES COMPARED BALANCE SHEETS FOR THE YEARS ENDED 1996 & 1997 CONSOLIDATE FINANCIAL STATEMENTS (IN TH CH$) COMPANIA ELECTRICA INGENIERIA E INMOBILIARIA COMPANY CHILECTRA S.A. DEL RIO MAIPO S.A. MANSO DE VELASCO S.A. 1996 1997 1996 1997 1996 1997 Assets Current Assets 95,932,965 113,655,826 6,905,251 5,103,062 80,165,281 57,556,408 Fixed Assets 164,847,753 178,162,696 23,685,481 26,250,384 59,234,937 61,332,698 Other Assets 379,964,688 437,704,746 744,612 633,057 68,835,658 71,321,779 Total Assets 640,745,406 729,523,268 31,335,344 3,198,650 208,235,876 190,220,885 Liabilities Short-Term Liabilities 58,650,663 82,328,872 7,339,729 6,480,372 100,203,749 83,691,072 Long-Term Liabilities 306,420,814 349,552,396 7,780,720 8,172,423 13,411,853 8,332,892 Minority Interest 123,453,124 12,323,641 0 0 16,522,817 18,695,577 Equity and Reserves 223,769,192 231,755,351 14,156,363 15,223,794 10,287,095 10,094,723 Subsidiary s Organization Cost 0 0 0 0 (104,700) (155,125) Acumulated Profits/Losses 11,628,679 23,463,597 906,555 908,673 57,375,144 60,480,194 Net Income 75,613,700 81,219,326 7,679,842 8,008,277 19,208,102 19,386 Less Interim Dividends (47,682,766) (51,119,915) (6,527,865) (6,807,036) (8,671,184) 638 Total Liabilities and Equity 640,745,406 729,523,268 31,335,344 31,986,503 208,235,876 (10,304,986) COMPARED INCOME STATEMENTS FOR YEARS ENDED 1996 & 1997 COMPANIA ELECTRICA INGENIERIA E INMOBILIARIA COMPANY CHILECTRA S.A. DEL RIO MAIPO S.A. MANSO DE VELASCO S.A. 1996 1997 1996 1997 1996 1997 Operating Income Operating Revenues 292,409,961 278,601,779 36,909,063 35,611,809 55,715,923 61,322,185 Operating Costs (204,231,674) (189,633,558) (26,344,032) (25,452,716) (33,144,910) (38,505,737) Operating Margin 88,178,287 88,968,221 10,565,031 10,159,093 22,751,013 22,816,448 Administrative and Selling Expenses (27,950,367) (22,535,093) (3,635,883) (2,653,949) (5,834,837) (4,168,383) Operating Income 60,227,920 66,433,128 6,929,148 7,505,144 16,736,176 18,648,065 Non-Operating Income Non-Operating Revenues 64,013,747 74,206,722 3,781,890 3,456,969 9,132,738 7,365,254 Non-Operating Costs (35,929,075) (49,392,093) (1,935,881) (1,933,976) (8,493,689) (8,404,216) Monetary Adjustment 458,642 3,231,872 146,227 642,586 2,744,554 3,394,882 Non-Operating Income 28,543,314 28,046,501 2,092,236 1,865,579 3,383,603 2,355,920 Incometax (11,296,447) (11,569,453) (1,341,542) (1,362,446) (1,499,578) (2,192,476) Minority Interest (1,861,087) (1,690,850) 0 0 (1,320) (22,037) Negative Goodwill Amortization 0 0 0 0 58,922 597,166 Net Income 75,613,700 81,219,326 7,679,842 8,008,277 19,208,102 129,386,638 Source: Enersis Annual Report, 1997.
A09-99-0001 19 ENERSIS S SUBSIDIARIES COMPARED BALANCE SHEETS FOR THE YEARS ENDED 1996 & 1997 CONSOLIDATE FINANCIAL STATEMENTS (IN TH CH$) (continued) DISTRIBUIDORA DE ENERSIS COMPANY SYNAPSIS S.A. PRODUCTOS ELECTRICOS S.A. ARGENTINA S.A. 1996 1997 1996 1997 1996 1997 Assets Current Assets 5,298,555 7,315,617 5,300,799 6,182,065 1,419 76,797 Fixed Assets 1,303,521 971,981 401,102 412,784 1,466 1,172 Other Assets 36,818 5,798 62,053 47,484 327 288 Total Assets 6,638,894 8,293,396 5,763,954 6,642,333 3,212 78,257 Liabilities Short-Term Liabilities 3,120,286 4,426,779 3,946,667 4,842,934 2,563 998 Long-Term Liabilities 97,082 60,452 129,139 106,039 0 0 Minority Interest 326 196 0 0 0 0 Equity and Reserves 3,519,754 3,519,754 1,374,800 1,374,800 65,987 69,561 Subsidiary s Organization Cost 0 0 0 0 0 0 Acumulated Profits/Losses (1,236,720) (98,554) 2,982 5,011 (62,432) (65,338) Net Income 1,138,166 2,060,079 2,043,231 2,088,050 (2,906) 5,082,808 Less Interim Dividends 0 (1,675,310) (1,732,865) (1,774,501) 0 (5,009,772) Total Liabilities and Equity 6,638,894 8,293,396 5,763,954 6,642,333 3,212 78,257 COMPARED INCOME STATEMENTS FOR YEARS ENDED 1996 & 1997 DISTRIBUIDORA DE ENERSIS COMPANY SYNAPSIS S.A. PRODUCTOS ELECTRICOS S.A. ARGENTINA S.A. 1996 1997 1996 1997 1996 1997 Operating Income Operating Revenues 9,960,829 11,163,764 21,133,538 20,201,295 0 0 Operating Costs (6,795,779) (7,132,759) (15,706,397) (15,115,664) 0 0 Operating Margin 3,165,050 4,031,005 5,427,141 5,085,631 0 0 Administrative and Selling Expenses (1,914,044) (2,009,342) (3,005,473) (2,583,994) (2,848) (3,286) Operating Income 1,251,006 2,021,663 2,421,668 2,501,637 (2,848) (3,286) Non-Operating Income Non-Operating Revenues 526,984 770,727 273,882 146,180 60 5,088,892 Non-Operating Costs (316,216) (169,111) (192,207) (226,786) 0 (4) Monetary Adjustment (95,182) (199,020) (48,717) (14,779) (118) (2,794) Non-Operating Income 105,586 402,596 32,958 (95,385) (58) 5,086,094 Income Tax (218,389) (364,196) (411,395) (318,202) 0 0 Minority Interest (37) 16 0 0 0 0 Negative Goodwill Amortization 0 0 0 0 0 0 Net Income 1,138,166 2,060,079 2,043,231 2,088,050 (2,906) 5,082,808 Source: Enersis Annual Report, 1997.