Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 

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

 

For the month of August 2009

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F   x   Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

 

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

 

Yes   o  No   x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Summary of Decisions of the 462nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, July 23, 2009

 

 

 

2.

 

Summary of Principal Decisions of the 93rd Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., July 23, 2009

 

 

 

3.

 

Summary of Principal Decisions of the 94th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., July 29, 2009

 

 

 

4.

 

Summary of Decisions of the 463rd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

 

 

5.

 

Summary of Principal Decisions of the 95th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., August 5, 2009

 

 

 

6.

 

Market Announcement — “Alternative to acquisition of all of the shares of Terna Participações S.A.,” Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

 

 

7.

 

Market Announcement — “Oekom Research rates CEMIG sustainability leader,” Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

 

 

8.

 

Reply to CVM Letter SEP/GEA-3/No447/09, Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

 

 

9.

 

Summary of Decisions of the 464th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, August 13, 2009

 

 

 

10.

 

Summary of Decisions of the 96th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., August 13, 2009

 

 

 

11.

 

Summary of Principal Decisions of the 90th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., August 13, 2009

 

 

 

12.

 

“Second Quarter 2009 Earnings Release — Companhia Energética de Minas Gerais – CEMIG

 

 

 

13.

 

Quarterly Financial Information for the quarter ended June 30, 2009, Companhia Energética de Minas Gerais – CEMIG

 

 

 

14.

 

Quarterly Financial Information for the quarter ended June 30, 2009, Cemig Geração e Transmissão S.A.

 

 

 

15.

 

Quarterly Financial Information for the quarter ended June 30, 2009, Cemig Distribuição S.A.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

COMPANHIA ENERGETICA DE MINAS GERAIS — CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Financial Officer, Investor Relations Officer and Control of Holdings Officer

Date: August 18, 2009

 

 

 

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1.

Summary of Decisions of the 462nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, July 23, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

 

Listed Company

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

SUMMARY OF DECISIONS OF THE 462ND MEETING OF THE BOARD OF DIRECTORS

 

At its 462nd meeting, held on July 23, 2009, the Board of Directors of Companhia Energética de Minas Gerais approved the following matter:

 

·                  Guarantee for issue of promissory notes and non-convertible debentures.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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2.

Summary of Principal Decisions of the 93rd Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., July 23, 2009

 

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CEMIG GERAÇÃO E TRANSMISSÃO S.A.

 

Listed company – CNPJ 06.981.176/0001-58

 

Summary of principal decisions

 

At its 93rd meeting, held on July 23, 2009, the Board of Directors of Cemig Geração e Transmissão S.A. approved the following:

 

1.               Issue of promissory notes and non-convertible debentures.

 

2.               Contracting of services for issue of promissory notes and non-convertible debentures.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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3.

Summary of Principal Decisions of the 94th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., July 29, 2009

 

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CEMIG GERAÇÃO E TRANSMISSÃO S.A.

 

Listed company – CNPJ 06.981.176/0001-58

 

Summary of principal decisions

 

At its 94th meeting, held on July 29, 2009, the Board of Directors of Cemig Geração e Transmissão S.A. (“Cemig GT”) approved the following:

 

1.               Authorization to seek a proposal for issuance of debt in the international market (Eurobonds).

 

2.               Authorization for Cemig GT to remain a stockholder, with 49% of the registered capital, in Transmissora Atlântico de Energia Elétrica S.A. (TAESA).

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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4.

Summary of Decisions of the 463rd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

Listed Company

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

SUMMARY OF DECISIONS

 

At its 463rd meeting, held on August 5, 2009, the Board of Directors of Companhia Energética de Minas Gerais decided the following:

 

·                  To authorize Cemig GT, subject to confirmation by an Extraordinary General Meeting of Shareholders, to:

 

(a)                                  reduce its holding in Terna Participações S.A. (Terna”), to a minimum level of 50% less 1 (one) of the common shares, and 100% of the preferred shares, through a partnership to be constituted with Fundo de Investimentos em Participação (FIP) Coliseu, if it becomes possible for all the units of this FIP (Equity Investment Fund) to be subscribed; and,

 

(b)                                 grant to that Equity Investment Fund the right to sell the whole of its stockholdings in Terna to Cemig GT.

 

·                  To submit to an Extraordinary General Meeting of Shareholders a proposal for authorization of the company’s representative at the Extraordinary General Meeting of Shareholders of Cemig GT to vote in favor of: ratification of the above decision by the Board of Directors of Cemig GT, in the event that subscription of the totality of the units of the FIP referred to is possible; and grant to FIP Coliseu of the right of sale also referred to above.

 

·                  To call an Extraordinary General Meeting of Shareholders to decide on the above subjects, to be held on August 26, 2009, at 11 a.m., at Cemig’s head office.

 

·                  To authorize, after ratification, by the Extraordinary General Meeting of Shareholders, of the decision by the Board of Directors referred to above, assignment to Transmissora do Atlântico de Energia Elétrica S.A. (Taesa) of the Share Purchase Agreement signed between Cemig GT and Terna Rete Elettrica Nazionale, together with all the contracts and commitments assumed by Cemig GT with the advisors who worked during the process of due diligence and formatting of the acquisition of Terna.

 

·                  To establish that Cemig GT shall maintain a stockholding of 49% of Taesa’s common shares, in association with FIP Coliseu which will hold the remaining 51%.

 

·                  To establish that the association between Cemig GT and FIP Coliseu shall be governed by a Commitment Undertaking, a Shareholders’ Agreement and Bylaws, to be submitted to decision by the Board of Directors after conclusion of the negotiation of these documents between the parties.

 

·                  To authorize increase in the registered capital of Taesa up to R$ 3,538,252,194.00 (three billion five hundred and thirty eight million two hundred and fifty two thousand one hundred and ninety four Reais).

 

·                  To authorize the representative of Cemig GT, in the Board of Directors and in the Extraordinary General Meeting of Shareholders of Taesa that decides on the said capital increase, and on the consequent alteration of the Bylaws to reflect this increase, to vote in favor of both measures.

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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5.

Summary of Principal Decisions of the 95th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., August 5, 2009

 

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CEMIG GERAÇÃO E TRANSMISSÃO S.A.

 

Listed Company

CNPJ 06.981.176/0001-58

NIRE 31300020550

 

SUMMARY OF DECISIONS

 

At its 95th meeting, held on August 5, 2009, the Board of Directors of Cemig Geração e Transmissão S.A. (“Cemig GT”) decided:

 

·                  To authorize, subject to confirmation by an Extraordinary General Meeting of Shareholders:

 

(a)                                  reduction of the Company’s stockholding interest in Terna Participações S.A. (“Terna”), to a minimum level of 50% less 1 (one) of the common shares, and 100% of the preferred shares, through a partnership to be constituted with Fundo de Investimentos em Participação (FIP) Coliseu, if it becomes possible for all the units of this FIP (Equity Investment Fund) to be subscribed; and,

 

(b)                                 granting by Cemig GT to that Equity Investment Fund of the right to sell the whole of its stockholdings in Terna to the Company (Cemig GT).

 

·                  To call an Extraordinary General Meeting of Shareholders to decide on the above subject, to be held on August 26, 2009, at 4 p.m., at Cemig GT’s head office.

 

·                  To authorize, after the ratification by the Extraordinary General Meeting of Shareholders of the above decision by the Board of Directors, assignment to Transmissora do Atlântico de Energia Elétrica S.A. (Taesa) of the Share Purchase Agreement signed between Cemig GT and Terna Rete Elettrica Nazionale, together with all the contracts and commitments assumed by Cemig GT with the advisors who worked during the process of due diligence and formatting of the acquisition of Terna.

 

·                  To establish that Cemig GT shall maintain a stockholding of 49% of Taesa’s common shares, in association with FIP Coliseu which will hold the remaining 51%.

 

·                  To establish that the association between Cemig GT and FIP Coliseu shall be governed by a Commitment Undertaking, a Shareholders’ Agreement and Bylaws, to be submitted to decision by the Board of Directors after conclusion of the negotiation of these documents between the parties.

 

·      To authorize increase in the registered capital of Taesa up to R$ 3,538,252,194.00 (three billion five hundred and thirty eight million two hundred and fifty two thousand one hundred and ninety four Reais).

 

·                  To authorize the representative of Cemig GT, in the Board of Directors and in the Extraordinary General Meeting of Shareholders of Taesa that decides on the said capital increase, and on the consequent alteration of the Bylaws to reflect this increase, to vote in favor of both measures.

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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·                  To approve a revision of the Pipoca Small Hydro Plant Project.

 

·                  To authorize an increase in the registered capital of Hidrelétrica Pipoca S.A. to R$ 45,183,988.00 (forty five million one hundred and eighty three thousand nine hundred and eighty eight Reais), in currency of April 2007.

 

·                  To authorize that representatives of Cemig GT in the Extraordinary General Meeting of Hidrelétrica Pipoca S.A. in relation to the increase in the registered capital referred to above, should vote in favor of subscription of the shares, consequent alteration of the Bylaws, signing with Banco do Brasil S.A. and Banco Itaú BBA S.A. of the BNDES Onlending Financing Contract with the BNDES; and authorization to the Company’s Management to carry out all the acts necessary to the implementation and formalization of the said financing contract.

 

·                  To authorize signing of the following contractual instruments: the BNDES Onlending Contract referred to above; Stockholder Support Agreement; Share Pledge Agreement; Instrument of Obligation to Sell Electricity; Agreement for Fiduciary Assignment of Rights, Accounts and Other Matters; and Contract for Issuance of Guarantee Insurance Policy and Endorsement.

 

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6.

Market Announcement – “Alternative to acquisition of all of the shares of Terna Participações S.A.,” Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

 

MARKET ANNOUNCEMENT

 

Cemig (Companhia Energética de Minas Gerais), a listed company with share securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with its commitment to implement best corporate governance practices, and CVM Instruction 358 of January 3, 2002, as amended, hereby informs the public, the CVM and the São Paulo Stock Exchange that:

 

·                  On August 5, 2009 Cemig’s Board of Directors approved, as an alternative to acquisition of all of the shares of Terna Participações S.A. (“Terna”) held by Terna Rete Elettrica Nazionale S.p.A (“Terna S.p.A”), announced in the Material Announcement of April 23, 2009, specified as optional under the Share Purchase Agreement signed on that date between Cemig GT and Terna S.p.A., the possibility of reduction of the final stockholding interest to be held by Cemig Geração e Transmissão S.A. (Cemig GT”) in Terna, in that acquisition, to a minimum level of 50% less 1 (one) of the common shares in Terna, and a minimum level of none of the preferred shares in Terna, through a partnership to be constituted with Fundo de Investimentos em Participação (FIP) Coliseu, if it becomes possible for all the units of this FIP (Equity Investment Fund) necessary for the said acquisition, to be subscribed.

 

Implementation of this alternative is conditional upon its ratification by the General Meeting of Shareholders to be called for this purpose, and upon successful conclusion of negotiation of the partnership with FIP Coliseu.

 

Further details are given in the Summaries of Decisions of the Meetings of the Board of Directors of Cemig and Cemig GT held today, sent to the CVM on today’s date.

 

Belo Horizonte, August 5, 2009.

 

Luiz Fernando Rolla

Chief Officer for Finance, Investor Relations and Control of Holdings

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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7.

Market Announcement – “Oekom Research rates CEMIG sustainability leader,” Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

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Oekom Research rates Cemig sustainability leader

 

Research organization awards Cemig status of “Prime

 

On August 5, 2009 Cemig was awarded the status of Prime (B–) by Oekom Research, the sustainability rating agency based in Germany. Oekom is one of the world’s principal investment rating agencies focused on corporate sustainability, with more than 10 years’ experience.

 

With the Prime rating, Cemig is qualified to receive investments from institutions that take into account the Oekom criteria, currently representing €90 billion. Cemig is the only company in the Brazilian utilities sector rated Prime by Oekom: the category includes providers of electricity, gas distribution, water and other public utility services.

 

Oekom evaluates companies annually, assessing their levels of responsibility in relation to social, cultural and environmental sustainability, taking into account the public information available in annual reports and websites that reflect the company’s activity.

 

Based on a group of 500 indicators, approximately 100 companies are selected, in a wide range of sectors. The result of this evaluation is compared with a sustainability matrix that is specific for each industrial sector. The company’s rating in its sector is then obtained based on the social and environmental indicators. A process of weighting of these results then gives the company’s rating.

 

Oekom grants the status of Prime to companies that are considered world leaders in their industrial sectors, and which meet specific standards of sustainability.

 

In Cemig’s case, the rating obtained is “B–”, classifying it as Prime, that is to say, as one of the leaders in the utilities sector worldwide.

 

Further information on Oekom Research can be obtained on its Internet site: http://www.oekom-research.com

 

Cemig Group   Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024
Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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8.

Reply to CVM Letter SEP/GEA-3/No447/09, Companhia Energética de Minas Gerais – CEMIG, August 5, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY – CNPJ 17.155.730/0001-64

 

REPLY

TO CVM LETTER SEP/GEA-3/N°447/09, of August 3, 2009

 

Question asked by the CVM

 

Requests information in relation to the acquisition of Terna Participações S.A. by Cemig Geração e Transmissão S.A., approved at the Extraordinary General Meeting of Stockholders of Cia. Energética de Minas Gerais — Cemig on May 28, 2009.

 

Reply by CEMIG

 

Dear Sirs:

 

In reply to your request, stated in Official Letter CVM/SEP/GEA-3/N°447/09, for Cemig to state whether the acquisition of Terna Participações S.A will cause stockholders of Cia. Energética de Minas Gerais — Cemig to have the right to withdraw, under Article 256 of Law 6404/76, we inform you that, in accordance with Item 8 (attached) of the Opinion prepared by Hirashima & Associados Ltda., the acquisition of Terna Participações S.A will not cause the stockholders of Cia. Energética de Minas Gerais – Cemig to have the right to withdraw.

 

Belo Horizonte, August 5, 2009.

 

Yours,

 

 

Luiz Fernando Rolla

Chief Officer for Finance, Investor Relations and Control of Holdings

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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Item 8 of the Opinion

 

“Checking of the need for the acquisition of Terna Participações S.A. to be approved by the General Meeting of Stockholders of Cemig under Article 256 of Law 6404/76.”

 

“8. CONCLUSION (§2º OF ARTICLE 256)

 

It having been decided that the acquisition of Terna is a material investment for Cemig, the objective becomes that of determining whether the purchase price of the shares exceeds 1.5 times the largest of the three amounts stated in Subclauses a, b and c of Sub-item II of Article 256, for the purposes of determining stockholders’ right to withdraw.

 

For our analysis we will use the index of net profit per share of R$ 13.28, which is the largest value resulting from the three methods referred to above.

 

Using the value of the offer, R$ 13.43 per share, and the net profit of R$ 13.28 per share, gives a ratio of 1.01 between the offer price and net profit, lower than the maximum ratio of 1.5 times. Hence there is no right for dissident shareholders to withdraw.

 

Summary table

 

Per share

 

Net profit per share multiplied by 15 (R$)

 

13.28

 

Offer price per share (R$)

 

13.43

 

Ratio of Offer price to Net profit

 

1.01

 

 

From the above, we conclude that the transaction of purchase of Terna requires approval by the General Meeting of Stockholders of Cemig, since Article 256 of Law 6404/76 states the need for compliance with at least one of the above requirements, which is met by the criterion of material investment (sub-item I).”

 

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9.

 

Summary of Decisions of the 464th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, August 13, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

Listed Company
CNPJ 17.155.730/0001-64

NIRE 31300040127

 

SUMMARY OF DECISIONS

 

At its 464th meeting, held on August 13, 2009, the Board of Directors of Companhia Energética de Minas Gerais decided the following:

 

 

1.

Signature of a transaction undertaking.

 

 

 

 

2.

Appointment of Chief Officers of Cemig to management of companies of the Cemig group.

 

 

 

 

3.

Reduction of the registered capital, and orientation of vote for the representative of Cemig in the Extraordinary General Meeting of Stockholders of, Central Termelétrica de Cogeração S.A.

 

 

 

 

4.

Contracting of corporate digital cellular telephony services.

 

 

 

 

5.

Signing of a mutual cooperation working agreement / Secondment of an employee.

 

 

 

 

6.

Increase in the registered capital of Transchile

 

 

 

 

7.

Injection of capital and orientation of vote - Lightcom Comercializadora de Energia Ltda.

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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10.

 

Summary of Decisions of the 96th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., August 13, 2009

 

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CEMIG GERAÇÃO E TRANSMISSÃO S.A.

 

Listed Company
CNPJ 06.981.176/0001-58
NIRE 31300020550

 

SUMMARY OF DECISIONS

 

At its 96th meeting, held on August 13, 2009, the Board of Directors of Cemig Geração e Transmissão S.A. (“Cemig GT”) decided:

 

 

1.

Signing of an amendment to a commitment undertaking.

 

 

 

 

2.

Signing of a working agreement.

 

 

 

 

3.

Signing of the first amendment to a share purchase and sale contract.

 

 

 

 

4.

Signing of the second amendment to a share purchase and sale contract.

 

 

 

 

5.

Review of the Paracambi Small Hydro Plant project.

 

 

 

 

6.

Leasing of an aircraft / Cancellation of a resolution of the Board of Directors.

 

 

 

 

7.

The Cemig GT—Aneel Technological Research and Development Program.

 

 

 

 

8.

Signing of a term of undertaking to a contract for purchase and sale of electricity and of a transaction undertaking.

 

 

 

 

9.

Contracting of corporate digital cellular telephony services.

 

 

 

 

10.

Signing of an agreement for capitalization for operation of derivatives.

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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11.

 

Summary of Principal Decisions of the 90th Meeting of Board of the Directors, Cemig Geração e Transmissão S.A., August 13, 2009

 

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CEMIG DISTRIBUIÇÃO S.A.

 

Listed company
CNPJ 06.981.180/0001-16

 

Summary of principal decisions

 

At its 90th meeting, held on August 13, 2009, the Board of Directors of Cemig Distribuição S.A. approved the following matters:

 

 

1.

Contracting of services of acquisition of materials and equipment.

 

 

 

 

2.

Signing of a contract for provision of services of corrective maintenance for the illumination system.

 

 

 

 

3.

Contracting of services of printing of electricity bills and other documents.

 

 

 

 

4.

The Cemig D—Aneel Technological Research and Development Program.

 

 

 

 

5.

Signing of a transaction undertaking and amendment to a contract for use of the distribution system,

 

 

 

 

6.

Contracting of corporate digital cellular telephony services.

 

The original text in Portuguese is the legally valid version. This text is a translation, provided for information only.

 

Av. Barbacena 1200   Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

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12            “Second Quarter 2009 Earnings Release — Companhia Energética de Minas Gerais – CEMIG

 

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EARNINGS RELEASE

2Q09

Cemig H

 

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Cemig’s CEO, Djalma Bastos de Morais, comments on the second quarter results:

 

“Our exceptional results this quarter reflect the success of our Long-term Strategic Plan, and the strategy derived from it — which, by focusing on the long term, enable Cemig to produce growing results, in spite of a challenging situation in the world economy.

 

Cemig is overcoming the crisis, with better results and strong fundamentals, guaranteeing the bases for its projects for expansion, including acquisitions. We have successfully concluded two transactions — with TBE and Terna — which as well as adding value to the Company’s business, position Cemig as the leading company in the Brazilian electricity sector.

 

This comfortable situation is the result of a conjunction of strategies — including our policy of maintaining a balanced portfolio of businesses, our financial discipline, and our strategy for sales of electricity — which succeeded in mitigating the impact of the economic slowdown. We continue to do our “homework”, growing in all sectors in a balanced fashion, and with focus on operational excellence.

 

Finally, the results presented show that we are on the right path, and that the decisions that we have taken in recent years are constantly adding value to our businesses, making Cemig every day a stronger and more solid company, with efficient business management”.

 

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Cemig’s Chief Officer for Finance, Investor Relations and Control of Holdings, Luiz Fernando Rolla, makes these comments:

 

“In the second quarter our company continued to provide consistent and robust cash flow, as a result of our operations, which seek to add value to our businesses.

 

Our adjusted Ebitda in the quarter is R$ 1.07 billion, with adjusted Ebitda margin of 38%, showing the positive effect of our policy of maintaining high levels of operational efficiency — the excellence of which is evidenced by our net profit, which when adjusted for non-recurring effects totaled R$ 545 million in the second quarter of this year, 16% more than in the second quarter of 2008.

 

This new level of cash flow is in line with the figures estimated in our financial projections and in our Strategic Plan, and reflects the correctness of our strategy of growth via acquisitions and new projects, within the process of consolidation of the sector. Cemig GT’s sales performance boosted the consolidated results, and the non-recurring impact of the investment in the PDV Voluntary Retirement Program was mitigated by posting of the transmission revenues relating to previous periods.

 

Thus, the impact on our results of the non-recurring effects recorded in this quarter is mitigated by the portfolio of businesses, and the net outcome is adjusted net revenue 7% higher year-on-year — since the Cemig Group is made up of 49 companies and 10 consortia, with operations that have synergy

 

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and are increasingly profitable, in a position of lower risk, and long-term growth in its results.

 

Our solid cash position of R$ 2.2 billion makes execution of our Strategic plan possible, guaranteeing our dividend policy and debt management, and the execution of the planned investments, including those associated with acquisition opportunities.

 

The excellent results that we are presenting today show that we continue to add value, in a continuous and sustainable manner, for all our stockholders and other stakeholders.

 

The rest of this release gives the highlights of our third quarter financial figures.”

 

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Table of Contents

 

(R$ ’000, except where otherwise stated)

 

— HIGHLIGHTS of 2Q09

 

 

 

·      Adjusted Ebitda

R$ 1.07 billion

 

 

·      Adjusted net income

R$ 545 million

 

 

·      Adjusted net revenue:

R$ 2.81 billion

 

 

·      Cash position:

R$ 2.25 billion

 

 

·      Volume sold in 2Q09:

14,905 GWh

 

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Table of Contents

 

— Economic summary

 

 

 

 

 

 

 

R$ million

 

 

 

 

 

 

 

Change

 

 

 

2Q09

 

2Q08

 

(%)

 

 

 

 

 

 

 

 

 

Electricity sold, GWh*

 

14,905

 

14,975

 

(-0.5

)

Gross revenue

 

4,437

 

4,041

 

10

 

Adjusted net revenue

 

2,818

 

2,626

 

7

 

Adjusted Ebitda

 

1,070

 

1,020

 

5

 

Adjusted net profit

 

545

 

471

 

16

 

 


* Includes figures for Light S.A.

 

— Non-recurring effects

 

This table shows the non-recurring effects that impacted the consolidated result in the second quarter of 2009.

 

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Table of Contents

 

Adjusted net profit — CEMIG, CONSOLIDATED

 

R$ million

 

2Q09

 

2Q08

 

Δ%

 

Net sales revenue

 

2,976

 

2,626

 

13

 

(a) Tariff review – Net revenue

 

 

 

 

 

(b) Review of transmission revenue

 

(158

)

 

 

 

 

Adjusted net revenue

 

2,818

 

2,626

 

7

 

EBITDA

 

1,035

 

980

 

6

 

(a) Tariff review – Net revenue

 

 

 

 

 

(b) Tariff review – Operational expense

 

 

 

 

 

(c) CVA – Purchase of electricity

 

 

 

 

 

(d) Reversal of provision for contingencies – Cofins tax – Light

 

 

 

 

 

(e) Review of transmission revenue

 

(158

)

 

 

 

(f) The PPD Permanent Voluntary Retirement Program

 

2

 

40

 

 

 

(g) The PDV Temporary Voluntary Retirement Program

 

191

 

 

 

 

Adjusted Ebitda

 

1,070

 

1,020

 

5

 

Net profit

 

524

 

635

 

(17

)

(a) Tariff review – Net revenue

 

 

 

 

 

(b) Tariff review – Operational expense

 

 

 

 

 

(c) CVA – Purchase of electricity

 

 

 

 

 

(d) Reversal of provision for contingencies – Cofins tax – Light

 

 

(108

)

 

 

(e) Financial compensation – RME

 

 

 

(82

)

 

 

(f) Review of transmission revenue – Homologation Resolution 496

 

 

 

 

 

(g) The PPD Voluntary Retirement Program

 

(1

)

26

 

 

 

 

 

126

 

 

 

 

(i) Review of transmission revenue

 

(104

)

 

 

 

Adjusted net profit

 

545

 

471

 

16

 

 

From this point onwards the financial data will be presented without any adjustment for non-recurring effects

 

Consolidated electricity market

 

Sales to final consumers

 

This table shows the breakdown of our sales to final consumers and YoY changes from 2Q08 to 2Q09:

 

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Table of Contents

 

 

 

MWh

 

 

 

Electricity volume sold

 

2Q09

 

2Q08

 

Δ%

 

Residential

 

2,421,497

 

2,261,334

 

7

 

Industrial

 

5,538,838

 

6,390,225

 

(-13

)

Commercial

 

1,530,866

 

1,463,691

 

5

 

Rural

 

521,051

 

504,412

 

3

 

Other

 

903,830

 

937,733

 

(-4

)

Electricity sold to final consumers

 

10,916,082

 

11,557,395

 

(-6

)

Own consumption

 

12,841

 

13,409

 

(-4

)

Supply to other concession holders

 

3,525,472

 

2,851,254

 

24

 

Transactions in electricity on CCEE

 

450,841

 

 

 

 

TOTAL

 

14,905,236

 

14,975,755

 

(-0.5

)

 

Electricity market: Distribution

 

Cemig D

 

Cemig D’s sales by consumer category:

 

Electricity sales — Cemig D

 

 

 

MWh

 

 

 

 

 

2Q09

 

2Q08

 

Δ%

 

Residential

 

1,957

 

1,806

 

8

 

Industrial

 

1,177

 

1,338

 

(-12

)

Commercial

 

1,153

 

1,093

 

5

 

Rural

 

518

 

502

 

3

 

Other

 

705

 

747

 

(-6

)

TOTAL

 

5,518

 

5,495

 

0.4

 

 

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Table of Contents

 

Electricity market: Generation

 

Cemig GT

 

Breakdown of Cemig GT’s sales by volume:

 

 

 

MWh

 

 

 

Sale of Cemig GT

 

2Q09

 

2Q08

 

Δ%

 

Free consumers

 

4,009

 

4,655

 

(-14

)

Wholesale supply

 

4,337

 

3,066

 

41

 

Sales on CCEE

 

255

 

347

 

(-27

)

TOTAL

 

8,601

 

8,068

 

7

 

 

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Revenue from supply of electricity

 

Revenue from supply of electricity in 2Q09 was R$ 3,670,692, 10.37% more than in 2Q08 (R$ 3,325,747).

 

 

 

MWh (*)

 

R$

 



 

2Q09

 

2Q08

 

Change,
%

 

2Q09

 

2Q08

 

Change,
%

 

Residential

 

2,421,497

 

2,261,334

 

7.08

 

1,116,182

 

1,106,731

 

0.85

 

Industrial

 

5,538,838

 

6,390,225

 

(13.32

)

916,748

 

959,230

 

(4.43

)

Commercial, services and others

 

1,530,866

 

1,463,691

 

4.59

 

672,911

 

650,125

 

3.50

 

Rural

 

521,051

 

504,412

 

3.30

 

135,220

 

131,989

 

2.45

 

Public authorities

 

267,399

 

274,008

 

(2.41

)

115,208

 

110,574

 

4.19

 

Public illumination

 

304,096

 

309,487

 

(1.74

)

75,321

 

76,880

 

(2.03

)

Public service

 

332,335

 

354,238

 

(6.18

)

96,583

 

97,213

 

(0.65

)

Sub-total

 

10,916,082

 

11,557,395

 

(5.55

)

3,128,173

 

3,132,742

 

(0.15

)

Own consumption

 

12,841

 

13,409

 

(4.24

)

 

 

 

Subsidy for low-income consumers

 

 

 

 

45,629

 

21,811

 

109.20

 

Uninvoiced supply — Regulatory asset

 

 

 

 

 

38,807

 

 

Supply not invoiced, net

 

 

 

 

(28,497

)

(168,437

)

(83.08

)

 

 

10,928,923

 

11,570,804

 

(5.55

)

3,145,305

 

3,024,923

 

3.98

 

Wholesale supply to other concession holders

 

3,525,472

 

2,851,254

 

23.65

 

456,680

 

256,952

 

77.73

 

Transactions in electricity on CCEE

 

450,841

 

553,717

 

(18.58

)

7,697

 

43,872

 

(82.46

)

Effects of the Final Tariff Review

 

 

 

 

61,010

 

 

 

Total

 

14,905,236

 

14,975,775

 

(0.47

)

3,670,692

 

3,325,747

 

10.37

 

 


(*) Information in MWH not reviewed by external auditors.

 

Main factors affecting revenue in 2Q09:

 

·                  Tariff adjustment with average impact on consumer tariffs of 4.69%, starting from April 8, 2009.

·                  Reduction in the tariff of Cemig D, with average impact across all consumer tariffs of a reduction of 12.08%, from April 8, 2008.

 

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·             Volume of energy invoiced to final consumers 5.5% lower (this excludes Cemig’s own internal consumption).

 

Supply to other concession holders

 

Revenues from energy sold to other concession holders totaled R$ 456,680 in 2Q09, 77.73% more than in 2Q08 (R$ 256,952). This is mainly due to the volume of energy sold to other concession holders under ‘bilateral contracts’ being 23.65% higher, due to new contracts made at auctions of electricity to distributors, in which the MWh was sold for tariffs varying from R$ 125 to R$ 145.77.

 

Revenue for use of the network

 

This revenue is from the TUSD, charged to Free Consumers, on energy sold, and also revenue for use of Cemig GT’s basic transmission grid. It was 17.27% higher in 2Q09, at R$ 624,195, than in 2Q08 (R$ 532,266). The difference is mainly due to the accounting, in June 2009, of annual permitted revenue (RAP) from previous periods, totaling R$ 158,090, as a result of the Review of the Transmission Tariff being backdated over the period from July 1, 2005 to June 2009.

 

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Table of Contents

 

— EBITDA

 

Cemig’s Ebitda in the second quarter of 2009 was 5.66% higher than in 2Q08. Adjusted for the non-recurring items, it was 4.96% higher.

 

Due to the announcement of the Transmission Tariff Review for Cemig GT, Aneel decided on repositioning of the Company’s Annual Permitted Transmission Revenue (RAP) at 5.35%, in the financial amount of R$ 158,090, arising from the effect of the repositioning being backdated to 2005.

 

EBITDA - R$ ’000

 

2Q09

 

2Q08

 

Change, %

 

Net profit

 

523,794

 

634,872

 

(17

)

+ Income tax and Social Contribution tax

 

245,493

 

343,040

 

(28

)

+ Profit shares

 

45,645

 

21,909

 

108

 

+ – Financial revenues (expenses)

 

33,207

 

(238,207

)

 

+ Depreciation and amortization

 

172,487

 

170,375

 

1

 

+ Minority interests

 

14,598

 

47,759

 

(69

)

EBITDA

 

1,035,224

 

979,748

 

6

 

Non-recurring items:

 

 

 

 

 

 

 

- Review of Transmission Revenue – Technical Note 214/2009

 

(158,090

)

 

 

+ The PDV Temporary Voluntary Retirement Program

 

191,184

 

 

 

+ the PPD Permanent Voluntary Retirement Program

 

1,734

 

33,641

 

(-96

)

= ADJUSTED EBITDA

 

1,070,052

 

1,019,501

 

5

 

 

In spite of operational costs and expenses (excluding depreciation and amortization) being 17.86% higher, Ebitda was 5.66% higher in 2Q09 than in 2Q08. This was due to the good performance in sales, with a positive impact of 13.31% on net operational revenue. The high increase in operational costs and expenses had a negative

 

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impact on Ebitda margin, which was 37.31% in 2Q08, but 34.75% in 2Q09.

 

— Net income

 

In the second quarter of 2009 (2Q09), Cemig reported net income of R$ 523,794, 17.50% less than the net income of R$ 634,872 reported for the second quarter of 2008 (2Q08). This was basically due to operational costs and expenses 16.36% higher, and the variation in Financial revenue (expenses), partially offset by Net operational revenue 13.31% higher. Cemig posted net financial expenses of R$ 33,207 in 2Q09, compared with net financial revenue of R$ 238,207 in 2Q08.

 

The higher operational costs and expenses basically reflect cost of electricity bought for resale 15.36% higher, and personnel expenses 53.06% higher, as a result of the cost of the PDV Temporary Voluntary Retirement Program, which totaled R$ 191,184 — being posted in the second quarter of 2009. Please refer to additional comments in the specific items of this report.

 

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— Non-controllable costs

 

Differences between the sum of non-controllable costs (known as “CVA”), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets and Liabilities. Due to a change in Aneel’s plan of accounts, some items were transferred to the item “Deductions from operational revenues”. For more information, please see Explanatory Notes 2 and 7 to the Quarterly Information.

 

— Deductions from operational revenues

 

 

 

2Q09

 

2Q08

 

Change, %

 

ICMS tax

 

743,632

 

774,297

 

(3.96

)

Cofins tax

 

315,499

 

301,350

 

4.70

 

PIS and Pasep taxes

 

68,461

 

60,542

 

13.08

 

ISS value-added tax on services

 

950

 

1,075

 

(11.63

)

 

 

1,128,542

 

1,137,264

 

(0.77

)

 

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

48,627

 

43,207

 

12.54

 

Energy Efficiency Program – P.E.E.

 

9,888

 

9,806

 

0.84

 

Energy Development Account – CDE

 

101,959

 

99,314

 

2.66

 

Fuel Consumption Account – CCC

 

152,049

 

110,258

 

37.90

 

Research and Development – R&D

 

8,158

 

6,879

 

18.59

 

National Scientific and Technological Development Fund – FNDCT

 

8,353

 

6,253

 

33.58

 

Energy System Expansion Research (EPE / Energy Ministry)

 

4,102

 

1,687

 

143.15

 

Emergency Capacity Charge

 

 

10

 

 

 

 

333,136

 

277,414

 

20.09

 

 

 

1,461,678

 

1,414,678

 

3.32

 

 

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Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account — CCC

 

The deduction from revenue for the CCC was R$ 152,049 in 2Q09, 37.90% more than in 2Q08 (R$ 110,258). This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services is the amount passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed on to Eletrobrás.

 

Energy Development Account — CDE

 

The deduction from revenue for the CDE was R$ 101,959 in 2Q09, compared to R$ 99,314 in 2Q08, an increase of 2.66%. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the grid, and passed onto Eletrobrás.

 

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The other deductions from revenue are of taxes calculated as a percentage of billing, and their variations thus substantially arise from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 2,112,731 in 2Q09, 17.86% more than in 2Q08 (R$ 1,816,571). This is mainly due to the increases in Personnel costs and Electricity bought for resale, partially offset by lower Operational provisions, Raw materials and Post-employment obligations.

 

The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses totaled R$ 448,231 in 2Q09, 52.72% more than in 2Q08 (R$ 293,499). This reflects the salary increase of 7.26% given to employees in November 2008, and the provision of R$ 191,184 for the PDV Permanent Voluntary Retirement Program, posted in 2Q09.

 

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Table of Contents

 

Electricity bought for resale

 

The expense on this account in 2Q09 was R$ 838,265, 15.36% more than the expense of R$ 726,657 in 2Q08. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

Post-employment obligations

 

The expense on post-employment obligations in 2Q09 totaled R$ 34,515, 45.94% more than in 2Q08 (R$ 63,844). These expenses basically represent the interest applicable to Cemig’s actuarial obligations, net of the investment yield expected from the assets of the plans, estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made to the actuarial assumptions in December 2008, which resulted in a reduction of the Company’s net obligations.

 

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Operational provisions

 

Operational provisions were constituted as revenue (due to reversal) totaling R$ 6,950 in 2Q09, compared with an expense of R$ 27,344 in 2Q08. The reduction is due to the reversal, in June 2009, of a provision of R$ 26,804 for civil lawsuits on tariff increases, due to finalization of those cases.

 

Financial revenues (expenses)

 

 

 

2Q09

 

2Q08

 

Change,
%

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Revenue from cash investments

 

65,657

 

68,192

 

(3.72

)

Arrears penalty payments on electricity bills

 

33,502

 

47,812

 

(29.93

)

Interest and monetary updating on accounts receivable from the Minas Gerais state government

 

8,998

 

8,921

 

0.86

 

Monetary updating of CVA

 

9,766

 

9,689

 

0.79

 

Monetary updating on General Agreement for the Electricity Sector

 

11,242

 

27,658

 

(59.35

)

Monetary updating on Deferred Tariff Adjustment

 

25

 

28,307

 

(99.91

)

FX variations

 

69,001

 

33,448

 

106.29

 

Pasep and Cofins taxes on financial revenues

 

(18,412

)

(19,058

)

(3.39

)

Gains on financial instruments

 

(547

)

2,164

 

 

Financial compensation – RME

 

 

82,702

 

 

Adjustment to present value

 

317

 

62,003

 

(99.49

)

Other

 

25,632

 

49,516

 

(48.23

)

 

 

205,181

 

401,354

 

(48.88

)

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(150,212

)

(179,200

)

(16.18

)

Monetary updating on General Agreement for the Electricity Sector

 

(510

)

(1,776

)

(71.28

)

Monetary updating – CCEE

 

(4,013

)

 

 

Monetary updating of CVA

 

1,802

 

(10,539

)

 

FX variations

 

(7,282

)

10,204

 

(171.36

)

Monetary updating on loans and financings

 

(2,233

)

(27,908

)

(92.00

)

CPMF tax

 

 

(1,434

)

 

Provision for losses on recovery of Extraordinary Tariff Recomposition and “Free Energy” amounts – updating

 

(416

)

(7,397

)

(94.38

)

Adjustment to present value

 

(4,571

)

(4,905

)

(6.81

)

Losses on financial instruments

 

(55,576

)

(31,236

)

77.92

 

Reversal of provision for PIS and Cofins taxes

 

2,107

 

108,090

 

(98.05

)

Other

 

(17,484

)

(17,046

)

2.57

 

 

 

(238,388

)

(163,147

)

46.12

 

 

 

(33,207

)

238,207

 

 

 

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The Financial revenue (expenses) line was significantly different between the two periods. The main factors are:

 

·      Revenue from arrears penalty payments for late payment of electricity bills 29.93% lower in 2Q09, at R$ 33,502, compared to R$ 47,812 in 2Q08. This basically reflects payment of accounts received from large industrial consumers related to previous years, the principal amounts of which were considerably less than the added amounts related to financial charges applied.

 

·      The Company recognized a financial gain in the second quarter of 2008, in the amount of R$ 82,702, for the financial compensation to be paid by the stockholders of RME for Cemig’s waiver of exercise of an option to buy the rights of the partners of RME over the generation assets of Light for a previously agreed amount. For more details, see Explanatory Note 29.

 

·      Revenue from adjustment to present value in 2008, totaling R$ 62,003, applied to the balance of some financings, debentures and obligations payable for concessions for consideration, in compliance with Law 11,638/07.

 

·      Revenue from monetary variation on the General Agreement for the Electricity Sector 59.35% lower — at R$ 11,242 in 2009, vs. R$ 27,658 in 2008 — reflecting the lower value of the regulatory assets in 2009, due to the principal regulatory assets previously

 

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Table of Contents

 

posted (RTE and Deferred Tariff Adjustment) having been amortized.

 

·      Revenue reported in 2008 of R$ 108,090 from the final court decision in favor of Light in an action challenging the application of the PIS and Cofins taxes to financial revenue.

 

·      Costs of loans and financings 16.18% lower, due to amortizations of debt in 2008 and the lower variation in the CDI rate (the main indexor of contracts) in 2009.

 

Income tax and Social Contribution tax

 

Cemig’s expenses on income tax and the Social Contribution tax in 2Q09 totaled R$ 245,493, on income of R$ 828,541 before tax effects, a percentage of 29.63%. The Company’s expenses on income tax and the Social Contribution tax in 2Q08 were R$ 343,040 on income of R$ 993,648 before tax effects, a percentage of 34.52%.

 

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Disclaimer

 

Some statements and assumptions in this document are projections based on the viewpoint and assumptions of management, and involve risks and uncertainties both known and unknown. Future outcomes may differ materially from those expressed or implicit in such statements.

 

CONTACT:

 

 

 

 

 

Investor Relations

ri@cemig.com.br

 

Tel. +55-31-3506-5024

 

 

Fax +55-31-3506-5025

 

 

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Table of Contents

 

CEMIG GT — Tables I to III

 

TABLE I

 

Operating Revenues (consolidated) - CEMIG GT
Values in million of Reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Sales to end consumers

 

431

 

412

 

5

 

455

 

(5

)

843

 

884

 

(5

)

Supply

 

540

 

357

 

51

 

294

 

84

 

897

 

586

 

53

 

Revenues from Trans. Network + Transactions in the CCEE

 

315

 

151

 

109

 

153

 

106

 

466

 

303

 

54

 

Others

 

5

 

6

 

(17

)

8

 

(38

)

11

 

15

 

(27

)

Subtotal

 

1,291

 

926

 

39

 

910

 

42

 

2,217

 

1,788

 

24

 

Deductions

 

(245

)

(194

)

26

 

(210

)

17

 

(439

)

(405

)

8

 

Net Revenues

 

1,046

 

732

 

43

 

700

 

49

 

1,778

 

1,383

 

29

 

 

TABLE II

 

Operating Expenses (consolidated) - CEMIG GT
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Personnel/Administrators/Councillors

 

105

 

69

 

52

 

70

 

50

 

169

 

134

 

26

 

Depreciation and Amortization

 

57

 

56

 

2

 

55

 

4

 

113

 

111

 

2

 

Charges for Use of Basic Transmission Network

 

70

 

72

 

(3

)

65

 

8

 

142

 

129

 

10

 

Contracted Services

 

28

 

24

 

17

 

26

 

8

 

53

 

43

 

23

 

Forluz – Post-Retirement Employee Benefits

 

7

 

7

 

 

12

 

(42

)

15

 

24

 

(38

)

Materials

 

4

 

3

 

33

 

4

 

 

7

 

7

 

 

Royalties

 

35

 

35

 

 

31

 

13

 

70

 

62

 

13

 

Operating Provisions

 

1

 

 

 

 

 

 

 

 

Other Expenses

 

17

 

14

 

21

 

15

 

13

 

31

 

42

 

(26

)

Purchased Energy

 

44

 

27

 

63

 

 

 

71

 

(8

)

(988

)

Raw material for production

 

4

 

 

 

42

 

(90

)

4

 

41

 

(90

)

Total

 

372

 

307

 

186

 

320

 

(37

)

675

 

585

 

(1,067

)

 

50



Table of Contents

 

TABLE III

 

Statement of Results (Consolidated) - CEMIG GT
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Net Revenue

 

1,045

 

732

 

43

 

700

 

49

 

1,778

 

1,383

 

29

 

Operating Expenses

 

(372

)

(307

)

21

 

(300

)

24

 

(675

)

(585

)

15

 

EBIT

 

673

 

425

 

58

 

400

 

68

 

1,103

 

798

 

38

 

EBITDA

 

730

 

481

 

52

 

456

 

60

 

1,216

 

909

 

34

 

Financial Result

 

(43

)

(50

)

(14

)

(24

)

79

 

(93

)

(104

)

(11

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(172

)

(137

)

26

 

(94

)

83

 

(309

)

(201

)

54

 

Employee Participation

 

(5

)

(6

)

(17

)

(5

)

 

(16

)

(10

)

60

 

Net Income

 

453

 

232

 

53

 

277

 

230

 

685

 

483

 

141

 

 

51



Table of Contents

 

CEMIG D — Tables I to V

 

TABLE I

 

Chart I

 

CEMIG D Market

 

 

 

(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD
ENERGY
(1)

 

T.E.D(2)

 

TUSD
PICK
(3)

 

1Q06

 

4,856

 

4,053

 

8,909

 

17.4

 

2Q06

 

4,986

 

4,207

 

9,193

 

17.8

 

3Q06

 

5,069

 

4,286

 

9,355

 

18.1

 

4Q06

 

5,059

 

4,194

 

9,253

 

18.2

 

1Q07

 

4,912

 

4,128

 

9,040

 

18.5

 

2Q07

 

5,267

 

4,438

 

9,705

 

19.1

 

3Q07

 

5,165

 

4,516

 

9,681

 

19.8

 

4Q07

 

5,350

 

4,457

 

9,807

 

20.0

 

1Q08

 

5,175

 

4,082

 

9,257

 

20.5

 

2Q08

 

5,494

 

4,364

 

9,858

 

20.5

 

3Q08

 

5,766

 

4,597

 

10,363

 

21.2

 

4Q08

 

5,823

 

4,368

 

10,191

 

21.4

 

1Q09

 

5,408

 

3,269

 

8,677

 

20.6

 

2Q09

 

5,478

 

3,593

 

9,071

 

20.5

 

 


(1)

Refers to the quantity of electricity for calculation of the regulatory charges charged to free consumer clients (“Portion A”).

(2)

Total electricity distributed

(3)

Sum of the demand on which the TUSD is invoiced, according to demand contracted (“Portion B”).

 

 

TABLE II

 

Operating Revenues (consolidated) - CEMIG D

Values in million of Reais

 

 

 

2nd Q. 2009

 

1st Q. 2008

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Sales to end consumers

 

2,290

 

1,803

 

27

 

2,089

 

10

 

4,093

 

4,427

 

(8

)

TUSD

 

276

 

262

 

5

 

341

 

(19

)

538

 

656

 

(18

)

Subtotal

 

2,566

 

2,065

 

24

 

2,430

 

6

 

4,631

 

5,083

 

(9

)

Others

 

5

 

32

 

(84

)

14

 

(64

)

37

 

37

 

 

Subtotal

 

2,571

 

2,097

 

23

 

2,444

 

5

 

4,668

 

5,120

 

(9

)

Deductions

 

(982

)

(911

)

8

 

(980

)

0

 

(1,893

)

(2,008

)

(6

)

Net Revenues

 

1,589

 

1,186

 

34

 

1,464

 

9

 

2,775

 

3,112

 

(11

)

 

52



Table of Contents

 

TABLE III

 

Operating Expenses (consolidated) - CEMIG D
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2008

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Purchased Energy

 

738

 

506

 

46

 

603

 

22

 

1,244

 

1,181

 

5

 

Personnel/Administrators/Councillors

 

326

 

201

 

62

 

196

 

66

 

513

 

390

 

32

 

Depreciation and Amortization

 

82

 

81

 

1

 

82

 

 

163

 

192

 

(15

)

Charges for Use of Basic Transmission Network

 

135

 

120

 

13

 

113

 

19

 

255

 

233

 

9

 

Contracted Services

 

143

 

105

 

36

 

102

 

40

 

248

 

202

 

23

 

Forluz – Post-Retirement Employee Benefits

 

23

 

23

 

 

37

 

(38

)

46

 

74

 

(38

)

Materials

 

20

 

21

 

(5

)

19

 

5

 

41

 

41

 

 

Operating Provisions

 

9

 

16

 

(44

)

(4

)

(325

)

24

 

32

 

(25

)

Other Expenses

 

65

 

28

 

132

 

28

 

132

 

94

 

60

 

57

 

Total

 

1,541

 

1,101

 

242

 

1,176

 

(77

)

2,628

 

2,405

 

48

 

 

TABLE IV

 

Statement of Results (Consolidated) - CEMIG D
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2008

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Net Revenue

 

1,589

 

1,186

 

34

 

1,464

 

9

 

2,775

 

3,112

 

(11

)

Operating Expenses

 

(1,540

)

(1,101

)

40

 

(1,175

)

31

 

(2,628

)

(2,405

)

9

 

EBIT

 

49

 

85

 

(42

)

289

 

(83

)

147

 

707

 

(79

)

EBITDA

 

131

 

166

 

(21

)

370

 

(65

)

310

 

899

 

(66

)

Financial Result

 

1

 

(8

)

(113

)

12

 

(92

)

(7

)

23

 

(130

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

17

 

(18

)

(194

)

(68

)

(125

)

(1

)

(208

)

(100

)

Employee Participation

 

(19

)

(19

)

 

(16

)

19

 

(51

)

(33

)

55

 

Net Income

 

48

 

40

 

20

 

217

 

(78

)

88

 

489

 

(82

)

 

53



Table of Contents

 

CEMIG Consolidated — Tables I to XII

 

TABLE I

 

Energy Sales (Consolidated)

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Residential

 

2,421,497

 

2,446,236

 

(1.0

)

2,261,334

 

7.1

 

4,867,733

 

4,497,914

 

8.2

 

Industrial

 

5,538,838

 

5,593,627

 

(1.0

)

6,390,225

 

(13.3

)

11,132,465

 

12,491,728

 

(10.9

)

Commercial

 

1,530,866

 

1,566,568

 

(2.3

)

1,463,691

 

4.6

 

3,097,434

 

2,941,221

 

5.3

 

Rural

 

521,051

 

455,518

 

14.4

 

504,412

 

3.3

 

976,569

 

960,835

 

1.6

 

Others

 

903,830

 

896,981

 

0.8

 

937,733

 

(3.6

)

1,800,811

 

1,806,607

 

(0.3

)

Electricity sold to final consumers

 

10,916,082

 

10,958,930

 

(0.4

)

11,557,395

 

(5.5

)

21,875,012

 

22,698,305

 

(3.6

)

Own Consumption

 

12,841

 

12,815

 

0.2

 

13,409

 

(4.2

)

25,656

 

26,515

 

(3.2

)

Low-Income Consumers Subsidy

 

 

 

 

 

 

 

 

 

Unbilled Supply, Net

 

 

 

 

 

 

 

 

 

Supply

 

3,525,472

 

2,748,037

 

28.3

 

2,851,254

 

23.6

 

6,273,509

 

5,563,520

 

12.8

 

Transactions on the CCEE

 

450,841

 

832,304

 

(45.8

)

553,717

 

(18.6

)

1,283,145

 

705,880

 

81.8

 

Final result of the second review of CEMIG D

 

 

 

 

 

 

 

 

 

TOTAL

 

14,905,236

 

14,552,086

 

2.4

 

14,975,775

 

(0.5

)

29,457,322

 

28,994,220

 

1.6

 

 

54



Table of Contents

 

TABLE II

 

Chart II

 

Sales per Company

 

Cemig Distribution

 

2° Quarter 2009 Sales

 

GWh

 

Industrial

 

2,360

 

Residencial

 

3,862

 

Rural

 

970

 

Commercial

 

2,313

 

Others

 

1,421

 

Sub total

 

10,926

 

Wholesale supply

 

90

 

Total

 

11,016

 

 

Cemig GT

 

2° Quarter 2009 Sales

 

GWh

 

Free Consumers

 

8,116

 

Wholesale supply

 

7,349

 

Wholesale supply Cemig Group

 

5,697

 

Wholesale supply bilateral contracts

 

1,069

 

Total

 

583

 

 

Independent Generation

 

2° Quarter 2009 Sales

 

GWh

 

Horizontes

 

35

 

Ipatinga

 

82

 

Sá Carvalho

 

238

 

Barreiro

 

34

 

CEMIG PCH S.A

 

60

 

Rosal

 

114

 

Capim Branco

 

32

 

Total

 

890

 

 

RME (25%)

 

2° Quarter 2009 Sales

 

GWh

 

Industrial

 

223

 

Residencial

 

1,006

 

Commercial

 

765

 

Rural

 

6

 

Others

 

405

 

Wholesale supply

 

565

 

Transactions in the CCEE (PLD)

 

121

 

Total

 

3,091

 

 

Cemig Consolidated by Company

 

 

 

 

 

2° Quarter 2009 Sales

 

GWh

 

Participação

 

Cemig Distribution

 

11,016

 

37

%

Cemig GT

 

16,492

 

56

%

Wholesale Cemig Group

 

3,091

 

10

%

Wholesale Light Group

 

890

 

3

%

Independent Generation

 

(1,867

)

-6

%

RME

 

(165

)

-1

%

Total

 

29,457

 

100

%

 

55



Table of Contents

 

TABLE III

 

Operating Revenues (consolidated)
Values in million of Reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Sales to end consumers

 

3,146

 

3,041

 

3

 

3,025

 

4

 

6,187

 

6,282

 

(2

)

TUSD

 

325

 

274

 

19

 

358

 

(9

)

599

 

667

 

(10

)

 

 

61

 

(265

)

(123

)

 

 

(204

)

 

 

Subtotal

 

3,532

 

3,050

 

16

 

3,383

 

4

 

6,582

 

6,949

 

(5

)

Supply + Transactions in the CCEE

 

464

 

360

 

29

 

300

 

55

 

824

 

619

 

33

 

Revenues from Trans. Network

 

298

 

179

 

66

 

175

 

70

 

477

 

347

 

37

 

Gas Supply

 

79

 

72

 

10

 

97

 

(19

)

151

 

189

 

(20

)

Others

 

64

 

66

 

(3

)

86

 

(26

)

130

 

140

 

(7

)

Subtotal

 

4,437

 

3,727

 

19

 

4,041

 

10

 

8,164

 

8,244

 

(1

)

Deductions

 

(1,461

)

(1,361

)

7

 

(1,415

)

3

 

(2,822

)

(2,863

)

(1

)

Net Revenues

 

2,976

 

2,366

 

26

 

2,626

 

13

 

5,342

 

5,381

 

(1

)

 

TABLE IV

 

Operating Expenses (consolidated)
Values in R$ million

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Purchased Energy

 

838

 

672

 

25

 

727

 

15

 

1,510

 

1,452

 

4

 

Personnel/Administrators/Councillors

 

449

 

298

 

51

 

294

 

53

 

747

 

578

 

29

 

Depreciation and Amortization

 

173

 

171

 

1

 

171

 

1

 

344

 

372

 

(8

)

Charges for Use of Basic Transmission Network

 

211

 

204

 

3

 

183

 

15

 

415

 

356

 

17

 

Contracted Services

 

201

 

161

 

25

 

157

 

28

 

362

 

302

 

20

 

Forluz – Post-Retirement Employee Benefits

 

34

 

34

 

 

63

 

(46

)

68

 

125

 

(46

)

Materials

 

26

 

26

 

 

2

 

1,200

 

52

 

50

 

4

 

Royalties

 

37

 

36

 

3

 

31

 

19

 

73

 

65

 

12

 

Gas Purchased for Resale

 

46

 

39

 

18

 

57

 

(19

)

85

 

110

 

(23

)

Operating Provisions

 

(8

)

54

 

(115

)

28

 

(129

)

46

 

124

 

(63

)

Raw material for production

 

4

 

 

 

42

 

(90

)

4

 

42

 

(90

)

Other Expenses

 

102

 

62

 

65

 

62

 

65

 

164

 

107

 

53

 

Total

 

2,113

 

1,757

 

20

 

1,817

 

16

 

3,870

 

3,683

 

5

 

 

56


 


Table of Contents

 

TABLE V

 

Financial Result Breakdown
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Financial Revenues

 

205

 

209

 

-2

 

401

 

-49

 

414

 

649

 

-36

 

Income from Investments

 

66

 

66

 

0

 

68

 

-3

 

132

 

122

 

8

 

Fines on Energy Accounts

 

33

 

28

 

18

 

48

 

-31

 

61

 

99

 

-38

 

CRC Contract/State (interest + monetary variation)

 

9

 

40

 

-78

 

9

 

0

 

49

 

48

 

2

 

Monetary variation of Extraordinary Tariff Recomposition and RTD

 

22

 

28

 

-21

 

66

 

-67

 

50

 

144

 

-65

 

Exchange Rate Variations

 

69

 

21

 

229

 

33

 

109

 

90

 

36

 

150

 

PASEP/COFINS

 

-18

 

-1

 

1700

 

-19

 

-5

 

-19

 

-23

 

-17

 

Financial Compensation RME

 

0

 

0

 

0

 

83

 

-100

 

0

 

83

 

-100

 

Adjustment to Present Value

 

0

 

1

 

-100

 

62

 

-100

 

1

 

62

 

-98

 

Derivatives

 

-1

 

1

 

-200

 

2

 

-150

 

0

 

9

 

-100

 

Others

 

25

 

25

 

0

 

49

 

-49

 

50

 

69

 

-28

 

Financial Expenses

 

-238

 

-247

 

-4

 

-163

 

46

 

-485

 

-490

 

-1

 

Charges on Loans and Financing

 

-150

 

-200

 

-25

 

-179

 

-16

 

-350

 

-374

 

-6

 

Monetary variation of Extraordinary Tariff Recomposition

 

-7

 

-3

 

133

 

-12

 

-42

 

-10

 

-29

 

-66

 

Exchange Rate Variations

 

-2

 

2

 

-200

 

10

 

-120

 

0

 

0

 

0

 

Monetary Variarion Liabilities - Loans and Financing

 

-2

 

-4

 

-50

 

-28

 

-93

 

-6

 

-52

 

-88

 

CPMF

 

0

 

0

 

0

 

-2

 

-100

 

0

 

-7

 

-100

 

Provision for Losses from Tariff Recomposition

 

-1

 

9

 

-111

 

-7

 

-86

 

8

 

-23

 

-135

 

Adjustment to Present Value

 

0

 

0

 

0

 

-5

 

-100

 

-5

 

-5

 

0

 

Reversal of provision for PIS and Cofins taxes

 

2

 

-2

 

-200

 

108

 

-98

 

0

 

108

 

-100

 

Losses from Derivatives

 

-56

 

-21

 

167

 

-31

 

81

 

-77

 

-43

 

79

 

Other

 

-17

 

-28

 

-39

 

-17

 

0

 

-45

 

-65

 

-31

 

Financial Result

 

-33

 

-38

 

-13

 

238

 

-114

 

-71

 

159

 

-145

 

 

TABLE VI

 

Statement of Results (Consolidated)
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st H. 2009

 

1st H. 2008

 

Chge%

 

Net Revenue

 

2,976

 

2,366

 

26

 

2,626

 

13

 

5,342

 

5,381

 

(1

)

Operating Expenses

 

(2,114

)

(1,757

)

20

 

(1,817

)

16

 

(3,870

)

(3,692

)

5

 

EBIT

 

862

 

609

 

42

 

809

 

7

 

1,472

 

1,689

 

(13

)

EBITDA

 

1,035

 

780

 

33

 

980

 

6

 

1,816

 

2,061

 

(12

)

Financial Result

 

(33

)

(38

)

(13

)

238

 

(114

)

(71

)

159

 

(145

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(245

)

(188

)

30

 

(343

)

(29

)

(433

)

(619

)

(30

)

Employee Participation

 

(45

)

(27

)

67

 

(22

)

105

 

(73

)

(44

)

66

 

Minority Shareholders

 

(15

)

(20

)

(25

)

(47

)

(68

)

(35

)

(60

)

(42

)

Net Income

 

524

 

336

 

56

 

635

 

(17

)

860

 

1,125

 

(24

)

 

TABLE VII

 

Statement of Results (Consolidated) - per Company

Values in millions of reais

 

 

 

Cemig H

 

Cemig D

 

Cemig GT

 

 

 

1° Sem 2009

 

2° Tri 2008

 

1° Sem 2009

 

2° Tri 2008

 

1° Sem 2009

 

2° Tri 2008

 

Net Revenue

 

5,342

 

2,976

 

1,778

 

1,589

 

2,775

 

1,045

 

Operating Expenses

 

(3,870

)

(2,114

)

(675

)

(1,540

)

(2,628

)

(372

)

EBIT

 

1,472

 

862

 

1,103

 

49

 

147

 

673

 

EBITDA

 

1,816

 

1,033

 

1,216

 

131

 

309

 

730

 

Financial Result

 

(71

)

(33

)

(93

)

1

 

(7

)

(43

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(433

)

(245

)

(309

)

17

 

(1

)

(172

)

Employee Participation

 

(73

)

(45

)

(16

)

(19

)

 

 

Minority Shareholders

 

(35

)

(15

)

 

 

88

 

453

 

Net Income

 

860

 

524

 

685

 

48

 

88

 

453

 

 

57



Table of Contents

 

TABLE VIII

 

Share Ownership

Number of shares as of june 30, 2009

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

State of Minas Gerais

 

138,175,720

 

51

 

 

 

138,175,720

 

22

 

Southern Electric Brasil Part. Ltda.

 

89,383,266

 

33

 

 

 

89,383,266

 

14

 

Other:

 

 

 

 

 

 

 

Local

 

30,026,915

 

11

 

106,417,257

 

30

 

136,444,172

 

22

 

Foreigners

 

13,568,342

 

5

 

242,805,392

 

70

 

256,373,734

 

41

 

Total

 

271,154,243

 

100

 

349,222,649

 

100

 

620,376,892

 

100

 

 


* Southern Electric Brasil Participações Ltda

 

TABLE IX

 

BALANCE SHEETS (CONSOLIDATED)
ASSETS
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2008

 

CURRENT ASSETS

 

7,886

 

7,995

 

(1

)

7,677

 

Cash and Cash Equivalents

 

2,250

 

2,706

 

(17

)

2,284

 

Consumers and Distributors

 

2,233

 

2,155

 

4

 

2,042

 

Consumers — Rate Adjustment

 

317

 

303

 

5

 

329

 

Dealership - Energy Transportation

 

405

 

414

 

(2

)

463

 

Dealers - Transactions on the MAE

 

18

 

16

 

13

 

15

 

Tax Recoverable

 

1,235

 

980

 

26

 

844

 

Materials and Supplies

 

37

 

37

 

 

36

 

Prepaid Expenses - CVA

 

633

 

579

 

9

 

779

 

Tax Credits

 

327

 

297

 

10

 

189

 

Regulatory Assets

 

 

 

 

46

 

Deferred Tariff Adjustment

 

 

15

 

(100

)

133

 

Regulatory Assets - Transmition Rate Adjustment

 

85

 

 

 

 

Other

 

346

 

493

 

(30

)

517

 

NONCURRENT ASSETS

 

4,211

 

4,298

 

(2

)

3,956

 

Account Receivable from Minas Gerais State Government

 

1,813

 

1,771

 

2

 

1,801

 

Consumers — Rate Adjustment

 

66

 

165

 

(60

)

219

 

Prepaid Expenses - CVA

 

545

 

666

 

(18

)

297

 

Tax Credits

 

655

 

702

 

(7

)

748

 

Dealers - Transactions on the MAE

 

5

 

11

 

(55

)

4

 

Recoverable Taxes

 

289

 

285

 

1

 

272

 

Escrow Account re: Lawsuits

 

509

 

439

 

16

 

382

 

Regulatory Assets - Transmition Rate Adjustment

 

86

 

85

 

1

 

90

 

Consumers and Distributors

 

72

 

 

 

 

Other Receivables; Regulatory Assets; Deferred Tariff Adjustment

 

171

 

174

 

(2

)

143

 

 

 

13,657

 

12,834

 

6

 

12,708

 

Investments

 

1,147

 

1,144

 

 

1,150

 

Property, Plant and Equipment

 

11,558

 

11,083

 

4

 

10,954

 

Intangible

 

945

 

607

 

57

 

604

 

TOTAL ASSETS

 

25,754

 

25,127

 

2

 

24,341

 

 

58



Table of Contents

 

TABLE X

 

BALANCE SHEETS (CONSOLIDATED)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Values in millions of reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2008

 

CURRENT LIABILITIES

 

5,794

 

5,692

 

2

 

5,808

 

Suppliers

 

767

 

824

 

(7

)

892

 

Taxes payable

 

998

 

810

 

23

 

627

 

Loan, Financing and Debentures

 

1,578

 

1,348

 

17

 

1,280

 

Payroll,related charges and employee participation

 

453

 

253

 

79

 

411

 

Interest on capital and dividends

 

491

 

960

 

(49

)

960

 

Employee post-retirement benefits

 

102

 

101

 

1

 

83

 

Regulatory charges

 

459

 

425

 

8

 

488

 

Other Obligations - Provision for losses on financial instruments

 

518

 

559

 

(7

)

578

 

Regulatory Liabilities - CVA

 

428

 

412

 

4

 

489

 

NON CURRENT LIABILITIES

 

9,350

 

9,384

 

(0

)

8,839

 

Loan, Financing and Debentures

 

6,210

 

6,230

 

(0

)

6,064

 

Employee post-retirement benefits

 

1,349

 

1,363

 

(1

)

1,397

 

Taxes and social charges

 

539

 

445

 

21

 

372

 

Reserve for contingencies

 

648

 

691

 

(6

)

662

 

Other

 

193

 

195

 

(1

)

187

 

Prepaid expenses - CVA

 

411

 

460

 

(11

)

157

 

PARTICIPATION IN ASSOCIATE COMPANIES

 

392

 

363

 

10

 

342

 

SHAREHOLDERS’ EQUITY

 

10,211

 

9,688

 

5

 

9,352

 

Registered Capital

 

3,102

 

2,482

 

25

 

2,482

 

Capital reserves

 

3,969

 

3,983

 

(0

)

3,983

 

Income reserves

 

2,253

 

2,860

 

(21

)

2,860

 

Acumulated Income

 

860

 

336

 

156

 

 

Funds for capital increase

 

27

 

27

 

 

27

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

25,747

 

25,127

 

2

 

24,341

 

 

TABLE XI

 

Cash Flow Statement (consolidated)
Values in million of Reais

 

 

 

2nd Q. 2009

 

1st Q. 2009

 

Chge%

 

2nd Q. 2008

 

Chge%

 

1st Half 2009

 

1st Half 2008

 

Chge%

 

Cash at start of period

 

2,706

 

2,284

 

18.5

 

2,459

 

10.0

 

2,284

 

2,066

 

10.6

 

Cash from operations

 

672

 

638

 

5.3

 

741

 

(9.3

)

1,310

 

1,374

 

(4.7

)

Net income

 

524

 

336

 

56.0

 

600

 

(12.7

)

860

 

1,125

 

(23.6

)

Depreciation and amortization

 

173

 

171

 

1.2

 

171

 

1.2

 

344

 

372

 

(7.5

)

Suppliers

 

56

 

67

 

(16.4

)

(471

)

(111.9

)

123

 

283

 

(56.5

)

Deferred Tariff Adjustment

 

14

 

119

 

(88.2

)

86

 

(83.7

)

133

 

186

 

(28.5

)

Other adjustments

 

(95

)

(55

)

72.7

 

355

 

(126.8

)

(150

)

(592

)

(74.7

)

Financing activity

 

(283

)

76

 

(472.4

)

(831

)

(65.9

)

(206

)

(925

)

(77.7

)

Financing obtained

 

275

 

192

 

43.2

 

147

 

87.1

 

467

 

168

 

178.0

 

Payment of loans and financing

 

(89

)

(116

)

(23.3

)

(546

)

(83.7

)

(205

)

(661

)

(69.0

)

Interest on Own Capital and Dividends

 

(469

)

 

 

(432

)

8.6

 

(469

)

(432

)

8.6

 

Investment activity

 

(844

)

(292

)

189.0

 

(367

)

130.0

 

(1,137

)

(512

)

122.1

 

Investments outside the concession area

 

(188

)

22

 

(954.5

)

(35

)

437.1

 

(166

)

(46

)

260.9

 

Investments in the concession area

 

(680

)

(337

)

101.8

 

(380

)

78.9

 

(1,017

)

(486

)

109.3

 

Special obligations - consumer contributions

 

24

 

23

 

4.3

 

49

 

(51.0

)

47

 

21

 

123.8

 

Cash at the end of period

 

2,251

 

2,706

 

(16.8

)

2,002

 

12.4

 

2,251

 

2,003

 

12.4

 

 

59



Table of Contents

 

TABLE XII

 

Adjusted net profit — Cemig GT

 

R$ million

 

2Q09

 

1Q09

 

Δ%

 

2Q08

 

Δ%

 

1H 2009

 

1H 2008

 

Δ%

 

Net sales revenue

 

1,046

 

732

 

43

 

700

 

49

 

1,778

 

1,383

 

 

 

(a) Tariff review — Net revenue

 

(158

)

 

 

 

 

 

 

 

(158

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net revenue

 

888

 

732

 

 

 

700

 

27

 

1,620

 

1,383

 

 

 

Net profit

 

452

 

232

 

95

 

278

 

63

 

684

 

484

 

41

 

Review of transmission revenue — Homologation Resolution 496

 

 

 

 

 

 

 

 

 

 

 

Review of Transmission Revenue — Technical Note 214/2009

 

(104

)

 

 

 

 

 

 

 

(104

)

 

 

 

 

The PPD Voluntary Retirement Program

 

 

 

 

4

 

 

 

 

 

5

 

 

 

The PDV Temporary Voluntary Retirement Program

 

24

 

 

 

 

 

 

 

24

 

 

 

 

Adjusted net profit

 

372

 

232

 

60

 

282

 

32

 

604

 

489

 

24

 

EBITDA

 

730

 

485

 

51

 

456

 

60

 

1,216

 

909

 

34

 

Review of transmission revenue — Homologation Resolution 496

 

(158

)

 

 

 

 

(158

)

 

 

 

 

The PDV Temporary Voluntary Retirement Program

 

37

 

 

 

8

 

 

 

37

 

11

 

 

 

Adjusted Ebitda

 

609

 

485

 

26

 

464

 

31

 

1,095

 

920

 

19

 

 

Adjusted net profit — CEMIG D

 

R$ million

 

2Q09

 

1Q09

 

Δ%

 

2Q08

 

Δ%

 

1H 2009

 

1H 2008

 

Δ%

 

Net sales revenue

 

1,589

 

1,186

 

34

 

1,464

 

9

 

2,775

 

3,112

 

(11

)

(a) Tariff review — Net revenue

 

 

214

 

 

 

 

 

 

 

214

 

 

 

 

 

Adjusted net revenue

 

1,589

 

1,400

 

 

 

1,464

 

9

 

2,989

 

3,112

 

 

 

EBITDA

 

130

 

180

 

(28

)

370

 

(65

)

310

 

898

 

(65

)

(a) Tariff review — Net revenue

 

 

214

 

 

 

 

 

 

214

 

(62

)

 

 

(b) Tariff review — Operational expense

 

 

(21

)

 

 

 

 

 

(21

)

4

 

 

 

(c) CVA — Purchase of electricity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(d) The PPD Voluntary Retirement Program

 

2

 

(2

)

 

 

25

 

 

 

 

29

 

 

 

(e) The PDV Temporary Voluntary Retirement Program

 

148

 

 

 

 

 

 

 

 

 

148

 

 

 

 

Adjusted Ebitda

 

280

 

371

 

(25

)

395

 

(29

)

651

 

869

 

(25

)

Net profit

 

48

 

40

 

20

 

216

 

(78

)

88

 

487

 

(82

)

(a) Tariff review — Net revenue

 

 

141

 

 

 

 

 

 

141

 

(41

)

 

 

(b) Tariff review — Operational expense

 

 

(14

)

 

 

 

 

 

(14

)

3

 

 

 

(c) CVA — Purchase of electricity

 

 

 

 

 

 

 

 

 

 

 

 

(d) The PPD Voluntary Retirement Program

 

1

 

(1

)

 

 

17

 

 

 

 

20

 

 

 

(e) The PDV Temporary Voluntary

 

98

 

 

 

 

 

 

 

 

 

98

 

 

 

 

 

(f) Reversal of provisions for PIS and Cofins taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net profit

 

147

 

166

 

(11

)

233

 

(37

)

313

 

469

 

(33

)

 

60



Table of Contents

 

Adjusted net profit — CEMIG, CONSOLIDATED

 

R$ million

 

2T09

 

1T09

 

Δ%

 

2Q08

 

Δ%

 

1H 2009

 

1H 2008

 

Δ%

 

Net sales revenue

 

2,976

 

2,366

 

26

 

2,626

 

13

 

5,342

 

5,381

 

(1

)

(a) Tariff review — Net revenue

 

 

214

 

 

 

 

 

214

 

(62

)

(445

)

(b) Review of transmission revenue

 

(158

)

 

 

 

 

 

 

(158

)

 

 

 

Adjusted net revenue

 

2,818

 

2,580

 

9

 

2,626

 

7

 

5,398

 

5,319

 

1

 

EBITDA

 

1,035

 

781

 

33

 

980

 

6

 

1,816

 

2,061

 

(12

)

(a) Tariff review — Net revenue

 

 

214

 

 

 

 

 

214

 

(62

)

 

 

(b) Tariff review — Operational expense

 

 

(21

)

 

 

 

 

(21

)

4

 

 

 

(c) CVA — Purchase of electricity

 

 

 

 

 

 

 

 

 

 

 

(d) Reversal of provision for contingencies — Cofins tax — Light

 

 

 

 

 

 

 

 

 

 

 

(e) Review of transmission revenue — Homologation Resolution 496

 

 

 

 

 

 

 

 

 

 

 

(f) The PPD Permanent Voluntary Retirement Program

 

2

 

(2

)

 

40

 

 

 

 

40

 

 

 

(g) The PDV Temporary Voluntary Retirement Program

 

191

 

 

 

 

 

 

191

 

 

 

 

Adjusted Ebitda

 

1,070

 

972

 

10

 

1,020

 

5

 

2,042

 

2,043

 

(0

)

Net profit

 

524

 

336

 

56

 

635

 

(17

)

860

 

1,125

 

(24

)

(a) Tariff review — Net revenue

 

 

141

 

 

 

 

 

141

 

(41

)

 

 

(b) Tariff review — Operational expense

 

 

(14

)

 

 

 

 

(14

)

3

 

 

 

(c) CVA — Purchase of electricity

 

 

 

 

 

 

 

 

 

 

 

(d) Reversal of provision for contingencies — Cofins tax — Light

 

 

 

 

(108

)

 

 

 

(108

)

 

 

(e) Financial compensation — RME

 

 

 

 

 

 

(82

)

 

 

 

 

(82

)

 

 

(f) Review of transmission revenue — Homologation Resolution 496

 

 

 

 

 

 

 

 

 

 

 

(g) The PPD Voluntary Retirement Program

 

(1

)

 

 

26

 

 

 

(1

)

26

 

 

 

 

 

126

 

 

 

 

 

 

126

 

 

 

 

(i) Review of transmission revenue

 

(104

)

 

 

 

 

 

(104

)

 

 

 

 

Adjusted net profit

 

545

 

463

 

18

 

471

 

16

 

1,008

 

923

 

9

 

 

61



Table of Contents

 

13.

 

Quarterly Financial Information for the quarter ended June 30, 2009, Companhia Energética de Minas Gerais – CEMIG

 

62



Table of Contents

 

 

 

CONTENTS

 

BALANCE SHEETS

 

64

INCOME STATEMENT

 

66

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

67

STATEMENTS OF CASH FLOWS

 

68

 

 

 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

69

1) — OPERATIONAL CONTEXT

 

69

2) — PRESENTATION OF THE QUARTERLY INFORMATION

 

72

3) — CASH AND CASH EQUIVALENTS

 

73

4) — CONSUMERS AND TRADERS

 

74

5) — REGULATORY ASSETS AND LIABILITIES

 

75

6) — THE EXTRAORDINARY TARIFF RECOMPOSITION, AND “PORTION A”

 

75

7) — THE REVIEW OF THE TRANSMISSION TARIFF

 

77

8) — TRADERS — TRANSACTIONS IN “FREE ENERGY”

 

77

9) — ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

78

10) — TAXES SUBJECT TO OFFSETTING

 

79

11) — TAX CREDITS

 

79

12) — ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS IN RECEIVABLES RIGHTS

 

82

13) — REGULATORY ASSET — PIS, PASEP AND COFINS TAXES

 

84

14) — INVESTMENTS

 

85

15) — FIXED ASSETS

 

90

16) — INTANGIBLE

 

91

17) — SUPPLIERS

 

91

18) — TAXES, CHARGES AND CONTRIBUTIONS

 

92

19) — LOANS, FINANCINGS AND DEBENTURES

 

93

20) — REGULATORY CHARGES

 

96

21) — POST-EMPLOYMENT OBLIGATIONS

 

96

22) — CONTINGENCIES FOR LEGAL PROCEEDINGS

 

99

23) — STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

105

24) — GROSS SUPPLY OF ELECTRICITY

 

106

25) — REVENUE FOR USE OF THE NETWORK — FREE CONSUMERS

 

106

26) — OTHER OPERATIONAL REVENUES

 

106

27) — DEDUCTIONS FROM OPERATIONAL REVENUE

 

107

28) — OPERATIONAL COSTS AND EXPENSES

 

107

29) — NET FINANCIAL REVENUE (EXPENSES)

 

110

30) — RELATED PARTY TRANSACTIONS

 

111

31) — FINANCIAL INSTRUMENTS

 

112

32) — FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D AND LIGHT SESA

 

116

33) — TARIFF ADJUSTMENT OF CEMIG D

 

117

34) — SUBSEQUENT EVENTS

 

117

35) — SUMMARY FINANCIAL STATEMENTS BY COMPANY

 

118

 

 

 

CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

 

119

 

 

 

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

132

 

 

 

INDEPENDENT AUDITORS’ REVIEW REPORT

 

143

 

63



Table of Contents

 

BALANCE SHEETS

 

AT JUNE 30 AND MARCH 31, 2009

 

ASSETS

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

2,250,277

 

2,705,591

 

121,322

 

214,415

 

Consumers and traders (Note 4)

 

2,233,496

 

2,155,330

 

 

 

Extraordinary Tariff Recomposition, and “Portion A” – Note 6

 

317,042

 

302,636

 

 

 

Concession holders – transport of electricity

 

405,067

 

414,102

 

 

 

Taxes subject to offsetting (Note 10)

 

1,235,175

 

980,422

 

5,192

 

5,191

 

Anticipated expenses – CVA (Note 9)

 

632,644

 

579,414

 

 

 

Traders – Transactions in “Free Energy” (Note 8)

 

17,573

 

16,115

 

 

 

Tax credits (Note 11)

 

327,355

 

297,298

 

40,896

 

41,899

 

Dividends receivable

 

 

 

847,242

 

1,436,468

 

Deferred Tariff Adjustment

 

 

14,644

 

 

 

Regulatory asset – Transmission Tariff Review (Note 7)

 

85,732

 

 

 

 

Inventories

 

36,452

 

36,817

 

17

 

17

 

Other credits

 

345,439

 

492,655

 

7,840

 

19,804

 

TOTAL, CURRENT

 

7,886,252

 

7,995,024

 

1,022,509

 

1,717,794

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

 

Accounts receivable from Minas Gerais State Govt. (Note 12)

 

1,813,461

 

1,770,926

 

 

 

Credit Receivables Investment Fund (Note 12)

 

 

 

835,932

 

820,008

 

Regulatory asset – PIS / Pasep and Cofins taxes (Note 13)

 

46,240

 

46,240

 

 

 

Extraordinary Tariff Recomposition, and “Portion A” (Note 6)

 

66,444

 

165,296

 

 

 

Anticipated expenses – CVA (Note 9)

 

545,039

 

666,496

 

 

 

Tax credits (Note 11)

 

655,163

 

701,843

 

99,512

 

128,706

 

Traders – Transactions in “Free Energy” (Note 8)

 

4,746

 

10,640

 

 

 

Taxes subject to offsetting (Note 10)

 

289,130

 

284,935

 

196,103

 

189,477

 

Deposits linked to legal actions

 

508,732

 

438,834

 

95,461

 

88,946

 

Consumers and traders (Note 4)

 

85,726

 

84,781

 

 

 

Regulatory asset – Transmission Tariff Review (Note 7)

 

72,358

 

 

 

 

Other credits

 

123,672

 

128,412

 

72,733

 

72,593

 

 

 

4,210,711

 

4,298,403

 

1,299,741

 

1,299,730

 

 

 

 

 

 

 

 

 

 

 

Investments (Note 14)

 

1,147,309

 

1,147,818

 

8,968,923

 

8,210,890

 

Fixed assets (Note 15)

 

11,557,749

 

11,082,829

 

1,977

 

2,007

 

Intangible (Note 16)

 

945,557

 

602,813

 

1,951

 

2,247

 

TOTAL, NON-CURRENT

 

17,861,326

 

17,131,863

 

10,272,592

 

9,514,874

 

TOTAL ASSETS

 

25,747,578

 

25,126,887

 

11,295,101

 

11,232,668

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

64



Table of Contents

 

BALANCE SHEETS

 

AT JUNE 30 AND MARCH 31, 2009

 

LIABILITIES

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

 

 

Suppliers (Note 17)

 

766,850

 

824,407

 

5,762

 

3,212

 

Regulatory charges (Note 20)

 

459,348

 

425,344

 

 

 

Profit shares

 

51,408

 

39,472

 

1,974

 

1,490

 

Taxes, charges and contributions (Note 18)

 

998,950

 

810,128

 

76,517

 

20,731

 

Interest on Equity, and dividends, payable

 

490,820

 

960,129

 

490,820

 

960,129

 

Loans and financings (Note 19)

 

1,139,800

 

912,515

 

19,461

 

9,417

 

Debentures (Note 19)

 

437,676

 

434,864

 

 

 

Salaries and mandatory charges on payroll

 

401,686

 

214,508

 

18,016

 

11,980

 

Regulatory liabilities – CVA (Note 9)

 

224,826

 

146,776

 

 

 

Regulatory liabilities – Tariff Review

 

203,615

 

264,626

 

 

 

Post-employment obligations (Note 21)

 

102,094

 

100,514

 

4,055

 

4,016

 

Provision for losses on financial instruments (Note 31)

 

163,306

 

120,048

 

 

 

Debt to related parties (Note 30)

 

 

 

10,434

 

10,406

 

Other obligations

 

354,546

 

438,896

 

19,264

 

18,903

 

TOTAL, CURRENT

 

5,794,925

 

5,692,227

 

646,303

 

1,040,284

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

Regulatory liabilities – CVA (Note 9)

 

410,953

 

459,537

 

 

 

Loans and financings (Note 19)

 

4,817,167

 

4,991,326

 

55,190

 

73,587

 

Debentures (Note 19)

 

1,393,370

 

1,238,430

 

 

 

Taxes, charges and contributions (Note 18)

 

538,945

 

444,684

 

 

 

Contingency provisions (Note 23)

 

647,945

 

690,570

 

331,561

 

378,886

 

Post-employment obligations (Note 21)

 

1,348,690

 

1,364,171

 

51,178

 

52,005

 

Other obligations

 

192,596

 

195,192

 

31

 

30

 

TOTAL, NON-CURRENT

 

9,349,666

 

9,383,910

 

437,960

 

504,508

 

 

 

 

 

 

 

 

 

 

 

MINORITY INTERESTS

 

392,149

 

362,874

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 23)

 

 

 

 

 

 

 

 

 

Registered capital

 

3,101,884

 

2,481,508

 

3,101,884

 

2,481,508

 

Capital reserves

 

3,969,099

 

3,983,021

 

3,969,099

 

3,983,021

 

Capital reserves

 

2,253,466

 

2,859,920

 

2,253,466

 

2,859,920

 

Accumulated Conversion Adjustment

 

(771

)

61

 

(771

)

61

 

Retained earnings

 

860,036

 

336,242

 

860,036

 

336,242

 

Funds allocated to increase of capital

 

27,124

 

27,124

 

27,124

 

27,124

 

TOTAL STOCKHOLDERS’ EQUITY

 

10,210,838

 

9,687,876

 

10,210,838

 

9,687,876

 

TOTAL LIABILITIES

 

25,747,578

 

25,126,887

 

11,295,101

 

11,232,668

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

65



Table of Contents

 

INCOME STATEMENT

 

FOR THE HALF-YEAR PERIODS ENDING JUNE 30, 2009 AND 2008

 

(R$ ’000, expect net profit per thousand shares)

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

 

 

Gross revenue from supply of electricity (Note 24)

 

6,807,195

 

6,900,990

 

 

 

Revenue for use of the network – Free Consumers (Note 25)

 

1,076,287

 

1,013,858

 

 

 

Other operational revenues (Note 26)

 

280,527

 

328,911

 

187

 

249

 

 

 

8,164,009

 

8,243,759

 

187

 

249

 

Deductions from operational revenue (Note 27)

 

(2,822,219

)

(2,863,156

)

 

 

NET OPERATIONAL REVENUE

 

5,341,790

 

5,380,603

 

187

 

249

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS (Note 28)

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(1,510,107

)

(1,452,023

)

 

 

Charges for the use of the basic transmission grid

 

(414,647

)

(355,675

)

 

 

Gas purchased for resale

 

(84,875

)

(110,502

)

 

 

 

 

(2,009,629

)

(1,918,200

)

 

 

COST OF OPERATION (Note 28)

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(469,636

)

(499,837

)

 

 

Private Pension Plan entity

 

(42,566

)

(102,589

)

 

 

Materials

 

(50,978

)

(48,242

)

 

 

Raw materials and inputs for generation

 

(4,070

)

(41,707

)

 

 

Outsourced services

 

(301,680

)

(246,855

)

 

 

Depreciation and amortization

 

(332,641

)

(362,788

)

 

 

Operational provisions

 

(2,446

)

(9,887

)

 

 

Royalties for use of water resources

 

(72,884

)

(64,981

)

 

 

Other

 

(74,707

)

(56,408

)

 

 

 

 

(1,351,608

)

(1,433,294

)

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(3,361,237

)

(3,351,494

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

1,980,553

 

2,029,109

 

187

 

249

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSE (Note 28)

 

 

 

 

 

 

 

 

 

Selling expenses

 

(87,066

)

(74,502

)

 

 

General and administrative expenses

 

(388,223

)

(224,295

)

(18,814

)

(66,255

)

Other operational expenses

 

(32,885

)

(40,972

)

(5,380

)

(3,909

)

 

 

(508,174

)

(339,769

)

(24,194

)

(70,164

)

 

 

 

 

 

 

 

 

 

 

Operational profit before Equity gains (losses) and Financial revenues (expenses)

 

1,472,379

 

1,689,340

 

(24,007

)

(69,915

)

Equity gain (loss) from subsidiaries

 

 

 

943,606

 

1,195,860

 

Net financial revenue (expenses) (Note 29)

 

(70,964

)

159,095

 

6,561

 

66,946

 

 

 

 

 

 

 

 

 

 

 

Profit before taxes and profit shares

 

1,401,415

 

1,848,435

 

926,160

 

1,192,891

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax (Note 11)

 

(470,132

)

(623,181

)

(56,200

)

(79,132

)

Deferred income tax and Social Contribution tax (Note 11)

 

36,640

 

4,044

 

(8,033

)

12,936

 

Employees’ and managers’ profit shares

 

(73,069

)

(43,967

)

(1,891

)

(1,543

)

Minority interests

 

(34,818

)

(60,179

)

 

 

NET PROFIT FOR THE PERIOD

 

860,036

 

1,125,152

 

860,036

 

1,125,152

 

NET PROFIT PER SHARE – R$

 

 

 

 

 

1.38679

 

2.26804

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

66



Table of Contents

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE QUARTER AND HALF YEAR ENDING JUNE 30, 2009

 

R$ ’000

 

 

 

Registered
capital

 

Capital
reserves

 

Profit
reserves

 

Retained
earnings

 

Conversion
adjustment
reserve

 

Funds
allocated for

capital
increase
reserves

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES ON MARCH 31, 2009

 

2,481,508

 

3,983,021

 

2,859,920

 

336,242

 

61

 

27,124

 

9,687,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit in the quarter

 

 

 

 

523,794

 

 

 

523,794

 

Increase in registered capital

 

620,376

 

(13,922

)

(606,454

)

 

 

 

 

Accumulated Conversion Adjustment

 

 

 

 

 

(832

)

 

(832

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES ON JUNE 30, 2009

 

3,101,884

 

3,969,099

 

2,253,466

 

860,036

 

(771

)

27,124

 

10,210,838

 

 

 

 

Registered
capital

 

Capital
reserves

 

Profit
reserves

 

Retained
earnings

 

Conversion
adjustment
reserve

 

Funds
allocated for

capital
increase
reserves

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES AT DECEMBER 31, 2008

 

2,481,508

 

3,983,021

 

2,859,920

 

 

61

 

27,124

 

9,351,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit in the half year

 

 

 

 

860,036

 

 

 

860,036

 

Increase in registered capital

 

620,376

 

(13,922

)

(606,454

)

 

 

 

 

Accumulated Conversion Adjustment

 

 

 

 

 

(832

)

 

(832

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES ON JUNE 30, 2009

 

3,101,884

 

3,969,099

 

2,253,466

 

860,036

 

(771

)

27,124

 

10,210,838

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

67



Table of Contents

 

STATEMENTS OF CASH FLOWS

FOR THE HALF-YEAR PERIODS ENDING JUNE 30, 2009 AND 2008
R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Net profit for the period

 

860,036

 

1,125,152

 

860,036

 

1,125,152

 

Expenses (Revenues) not affecting Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

343,529

 

371,856

 

93

 

130

 

Net write-offs of fixed assets

 

9,568

 

11,733

 

 

8

 

Equity gain (loss) from subsidiaries

 

 

 

(943,606

)

(1,195,860

)

Interest and monetary variations — Non-current

 

(105,652

)

(21,521

)

(26,171

)

(26,236

)

Regulatory asset — Review of Transmission

 

 

 

 

 

 

 

 

 

Revenue

 

(158,090

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred federal taxes

 

(36,640

)

(4,044

)

8,033

 

(12,936

)

Provisions for operational losses

 

32,267

 

40,289

 

(31,625

)

75,354

 

Provision for losses on financial instruments

 

76,846

 

34,073

 

 

 

Provisions for losses in recovery of Extraordinary Tariff Recomposition amounts

 

(8,306

)

23,384

 

 

4,357

 

Post-employment obligations

 

68,502

 

125,512

 

2,835

 

5,592

 

Minority interests

 

34,818

 

60,179

 

 

 

Other

 

7,382

 

(30,241

)

 

 

 

 

1,124,260

 

1,736,372

 

(130,405

)

(24,439

)

(Increase) reduction of assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(249,004

)

(60,948

)

 

 

Extraordinary Tariff Recomposition

 

145,734

 

153,726

 

 

 

Amortization of accounts receivable from the Minas Gerais State Government

 

69,954

 

66,504

 

 

 

Traders — transactions on CCEE

 

23,318

 

9,874

 

 

 

Deferred tax credits

 

151,636

 

253,762

 

23,949

 

92,472

 

Taxes offsetable

 

(408,429

)

(467,470

)

(15,613

)

(503

)

Transport of electricity

 

58,098

 

5,291

 

 

 

Other current assets

 

171,097

 

(111,424

)

13,742

 

(26,047

)

Deferred tariff adjustment

 

133,423

 

186,204

 

 

 

Anticipated expenses — CVA

 

(74,535

)

(56,213

)

 

 

 

 

 

 

 

 

 

 

 

 

Other long term assets

 

(6,921

)

(66,162

)

(7,310

)

(64,201

)

Payments into Court

 

(102,790

)

1,833

 

(7,630

)

5,053

 

Dividends received from subsidiaries

 

 

 

786,397

 

536,725

 

 

 

(88,419

)

(85,023

)

793,535

 

543,499

 

Increase (reduction) of liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

(123,322

)

(282,987

)

(1,372

)

(1,091

)

Taxes and Social Contribution tax

 

380,919

 

187,511

 

44,527

 

(19,510

)

Salaries and mandatory charges on payroll

 

107,792

 

(23,210

)

1,899

 

1,962

 

Regulatory charges

 

(27,403

)

34,371

 

 

 

Loans and financings

 

12,444

 

78,837

 

(5,676

)

(4,634

)

Post-employment obligations

 

(70,646

)

(108,898

)

(4,444

)

(5,062

)

Anticipated expenses — CVA

 

(9,858

)

(40,912

)

 

 

Losses on financial instruments

 

(12,168

)

(13,644

)

 

 

Other

 

12,965

 

(108,899

)

(3,456

)

(88,552

)

 

 

270,723

 

(277,831

)

31,478

 

(116,887

)

 

 

 

 

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

1,306,564

 

1,373,518

 

694,068

 

402,173

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Financings obtained

 

471,148

 

168,211

 

 

 

Receipt of units in the FIDC (receivables fund)

 

 

 

 

899

 

Payments of loans and financings

 

(204,502

)

(660,794

)

 

 

Interest on Equity and dividends

 

(469,309

)

(432,593

)

(469,309

)

(432,593

)

 

 

(202,663

)

(925,176

)

(469,309

)

(431,694

)

TOTAL INFLOW OF FUNDS

 

1,103,901

 

448,342

 

225,299

 

(29,521

)

 

 

 

 

 

 

 

 

 

 

CAPITAL EXPENDITURE

 

 

 

 

 

 

 

 

 

On investments

 

(166,916

)

(46,968

)

(360,883

)

55,885

 

On fixed assets

 

(1,017,712

)

(486,710

)

 

(159

)

Special Obligations — consumer contributions

 

47,067

 

21,316

 

 

 

 

 

(1,137,561

)

(512,362

)

(360,883

)

55,726

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH POSITION

 

(33,660

)

(64,020

)

(135,584

)

26,205

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH POSITION

 

 

 

 

 

 

 

 

 

Beginning of period

 

2,283,937

 

2,066,219

 

256,906

 

21,953

 

End of period

 

2,250,277

 

2,002,199

 

121,322

 

48,158

 

 

 

(33,660

)

(64,020

)

(135,584

)

26,205

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

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EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

AT JUNE 30, 2009

 

(R$ ’000, except where otherwise stated)

 

1) — OPERATIONAL CONTEXT

 

Companhia Energética de Minas Gerais (“Cemig” or “the Company”), a listed corporation registered in the Brazilian Registry of Corporate Taxpayers (CNPJ) under number 17.155.730/0001-64, operates exclusively as a holding company, with stockholdings in companies controlled individually or jointly, the principal objectives of which are the construction and operation of systems for generation, transformation, transmission, distribution and sale of electricity, and also activities in the various fields of energy, for the purpose of commercial operation.

 

On June 30, 2009 Cemig had stockholdings in the following operational companies (information on markets served, and installed capacity, has not been reviewed by our external auditors):

 

·             Cemig Geração e Transmissão S.A. (“Cemig GT” or “Cemig Generation and Transmission”) (subsidiary, 100.00% stake) — Registered for listing with the CVM (Brazilian Securities Commission): Generation and transmission of electricity, through 46 power plants, 43 being hydroelectric, one a wind power plant and two thermal plants; and transmission lines, most of which are part of the Brazilian national generation and transmission grid system. Cemig GT has stockholdings in the following subsidiaries:

 

·  Hidrelétrica Cachoeirão S.A. (jointly controlled, 49.00% stake): Production and sale of electricity as an independent power producer, through the Cachoeirão hydroelectric power plant located at Pocrane, in the State of Minas Gerais. The plant has installed capacity for 27 MW (information not reviewed by external auditors), and began operating in 2009.

 

Subsidiaries at pre-operational stage:

 

·  Guanhães Energia S.A. (jointly controlled, 49.00% stake): Production and sale of electricity through building and commercial operation of the following Small Hydro Plants in Minas Gerais state: Dores de Guanhães, Senhora do Porto and Jacaré, in the municipality of Dores de Guanhães; and Fortuna II, in the municipality of Virginópolis. The plants are at construction phase, with operational startup scheduled for 2009, and will have totaled installed capacity of 44MW (information not reviewed by external auditors).

 

·  Cemig Baguari Energia S.A. (subsidiary, 100.00% stake): Production and sale of electricity as an independent producer in future projects.

 

·  Madeira Energia S.A. (jointly controlled, 10.00% stake): Implementation, construction, operation and commercial operation of the Santo Antônio Hydroelectric Plant in the Madeira river basin, in the State of Rondônia, with generation capacity of 3,150 MW (information not reviewed by external auditors) and commercial startup scheduled for 2012.

 

·  Hidrelétrica Pipoca S.A. (jointly controlled, 49.00% stake): Independent production of electricity, through construction and commercial operation of the hydro potential denominated Pipoca PCH, with installed capacity of 20MW (information not reviewed by external auditors), located on the Manhuaçu River, in the municipalities of Caratinga and Ipanema, in the State of Minas Gerais. Operational startup is scheduled for April 2010.

 

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·  Baguari Energia S.A. (jointly controlled, 69.39% stake): Construction, operation, maintenance and commercial operation of the Baguari Hydroelectric Plant, through participation in the UHE Baguari Consortium (Baguari Energia 49.00%, Neoenergia 51.00%), with 140 MW of installed capacity, located on the Doce River in Governador Valadares, Minas Gerais State. Operational startup is planned for October 2009 (1st unit), December 2009 (2nd unit), and February 2010 (3rd unit).

 

·  “EBTE” (Empresa Brasileira de Transmissão de Energia) (jointly-controlled subsidiary, 49.00% stake): Holder of a public electricity transmission concession, operating transmission lines in the state of Mato Grosso. Operational startup is scheduled for June 2010.

 

·             Cemig Distribuição S.A. (“Cemig D” or “Cemig Distribution”) (subsidiary — 100% stake) — Registered for listing with the CVM (Securities Commission): Distribution of electricity through distribution networks and lines in approximately 97.00% of the Brazilian state of Minas Gerais.

 

·             Rio Minas Energia Participações (“RME”) (jointly controlled — 25.00% stake): Holds 52.13% of the registered capital of Light S.A. (“Light”), the holding company that has 100% control of the distribution concession holder Light Serviços de Eletricidade S.A, with 3.9 million consumers in 31 municipalities of the state of Rio de Janeiro, and the generating company Light Energia S.A., which has installed generating capacity of 855 MW.

 

·             Sá Carvalho S.A. (subsidiary — 100.00% stake): Production and sale of electricity, as a public electricity service concession holder, through the Sá Carvalho hydroelectric power plant.

 

·             Usina Térmica Ipatinga S.A. (subsidiary — 100% stake): Production and sale, as an Independent Power Producer, of thermally generated electricity, through the Ipatinga thermal plant, located on the premises of Usiminas (Usinas Siderúrgicas de Minas Gerais S.A.).

 

·             Companhia de Gás de Minas Gerais — Gasmig (“Gasmig”) (jointly controlled — 55.19% stake): Acquisition, transport and distribution of combustible gas or sub-products and derivatives, through concession for distribution of gas in the State of Minas Gerais.

 

·             Empresa de Infovias S.A. (“Infovias”) (subsidiary — 100.00% stake): Registered for listing with the CVM (Brazilian Securities Commission), commercially operating specialized services in telecommunications, through an integrated system consisting of fiber optic cables, coaxial cables, electronic and associated equipment (multi-service network).

 

·             Efficientia S.A. (subsidiary — 100.00% stake): Provides electricity efficiency and optimization services and energy solutions through studies and execution of projects, as well as providing services of operation and maintenance in energy supply facilities.

 

·             Horizontes Energia S.A. (subsidiary — 100.00% stake): Production and sale of electricity, as an independent power producer, through the Machado Mineiro and Salto do Paraopeba hydroelectric power plants, in the State of Minas Gerais, and the Salto do Voltão and Salto do Passo Velho power plants in the State of Santa Catarina.

 

·             Central Termelétrica de Cogeração S.A. (subsidiary, 100.00% stake): Production and sale of electricity produced by thermal generation as an independent producer in future projects.

 

·             Rosal Energia S.A. (subsidiary — 100.00% stake): Production and sale of electricity, as a public electricity service concession holder, through the Rosal hydroelectric power plant located on the border between the States of Rio de Janeiro and Espírito Santo, Brazil.

 

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·             Central Hidrelétrica Pai Joaquim S.A. (subsidiary — 100.00% stake): Production and sale of electricity as an independent producer in future projects.

 

·             Cemig PCH S.A. (subsidiary — 100.00% stake): Production and sale of electricity as an independent power producer, through the Pai Joaquim hydroelectric power plant.

 

·             Cemig Capim Branco Energia S.A. (subsidiary — 100.00% stake): Production and sale of electricity as an independent power producer, through the Capim Branco I and II hydroelectric power plants, built through a consortium with private-sector partners.

 

·             UTE Barreiro S.A. (subsidiary — 100.00% stake): Production and sale of thermally generated electricity, as an independent producer, through the construction and operation of the UTE Barreiro thermal generation plant, located on the premises of Vallourec & Mannesmann Tubes, in the State of Minas Gerais.

 

·             Companhia Transleste de Transmissão (jointly controlled — 25.00% stake): Operation of the 345kV transmission line connecting the substation located in Montes Claros to the substation of the Irapé hydroelectric power plant.

 

·             Cemig Trading S.A. (subsidiary: 100.00% stake): Sale and intermediation of business transactions related to energy.

 

·             Companhia Transudeste de Transmissão (jointly controlled — 24.00% stake): Construction, implementation, operation and maintenance of the 345 kV Itutinga—Juiz de Fora transmission line — part of the national transmission grid.

 

·             Companhia Transirapé de Transmissão (jointly controlled — 24.50% stake): Construction, implementation, operation and maintenance of the 230kV Irapé—Araçuaí transmission line — part of the national transmission grid.

 

·             EPTE (Empresa Paraense de Transmissão de Energia S.A.) (jointly controlled — stake of 38.35%): Holder of a public service electricity transmission concession, for the 500kV transmission line in the State of Pará.

 

·             ENTE (Empresa Norte de Transmissão de Energia S.A.) (jointly controlled — 35.78% stake): Holder of a public service electricity transmission concession, for the two 500kV transmission lines in the States of Pará and Maranhão.

 

·             ERTE (Empresa Regional de Transmissão de Energia S.A.) (jointly controlled — 35.78% stake): Holder of a public service electricity transmission concession, for a 230kV transmission line in the State of Pará.

 

·             EATE (Empresa Amazonense de Transmissão de Energia S.A.) (jointly controlled — 34.47% stake): Holder of a public service electricity transmission concession, for the 500kV transmission lines between the sectionalizing Substations of Tucuruí, Marabá, Imperatriz, Presidente Dutra and Açailândia in the Amazon region.

 

·             ECTE (Empresa Catarinense de Transmissão de Energia S.A.) (jointly controlled, with 13.08% stake): Holder of a public electricity transmission service concession, through 525kV transmission lines in the State of Santa Catarina.

 

·             Axxiom Soluções Tecnológicas S.A. (“Axxiom”) (jointly controlled — 49.00% stake): Formed in August 2007 to provide complete services of implementation and management of systems for electricity sector companies.

 

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Cemig also has stockholdings in the companies listed below, which were at pre-operational stage on June 30, 2009:

 

·             Companhia de Transmissão Centroeste de Minas (jointly controlled — 51.00% stake): Construction, implementation, operation and maintenance of the 345kV Furnas—Pimenta transmission line — part of the national transmission grid.

 

·             Transchile Charrúa Transmisión S.A. — (“Transchile”) (jointly controlled — 49.00% stake): Implementation, operation and maintenance of the Charrúa—Nueva Temuco 220kV transmission line and two sections of transmission line at the Charrúa and Nueva Temuco substations, in the central region of Chile. The head office of Transchile is in Santiago, Chile.

 

Where Cemig exercises joint control it does so through stockholders’ agreements with the other stockholders of the investee company.

 

2) — PRESENTATION OF THE QUARTERLY INFORMATION

 

The Quarterly Information (ITR), both for the holding company, and the consolidated information, was prepared according to Brazilian accounting practices, comprising: the Brazilian Corporate Law; the statements, orientations and interpretations issued by the Brazilian Accounting Statements Committee; rules of the Brazilian Securities Commission (CVM — Comissão de Valores Mobiliários); and rules of the specific legislation applicable to holders of Brazilian electricity concessions, issued by the Brazilian National Electricity Agency, ANEEL.

 

This Quarterly Information (ITR) has been prepared according to principles, practices and criteria consistent with those adopted in the preparation of the annual financial statements at December 31, 2008. Hence this Quarterly Information should be read in conjunction with those annual financial statements.

 

Additionally, to optimize the information provided to the market, the Company is presenting, in Explanatory Note 35, income statements separated by company. All the information presented was obtained from the accounting records of the Company and its subsidiaries.

 

Change in the Brazilian Corporate Law

 

Law 11638/07 altered, repealed and created new provisions in the Brazilian Corporate Law, in the chapter relating to disclosure and preparation of financial statements. Among other aspects, this changed the criterion for recognition and valuation of assets and liabilities. These changes, in effect from January 1, 2008, aim to increase the transparency of the accounting statements of Brazilian companies and eliminate some regulatory barriers that were an obstacle to convergence with international financial reporting standards (IFRS).

 

Law 11638/07 and Provisional Measure 449/08 changed Law 6404/76 in aspects related to the preparation and disclosure of financial statements.

 

It was in the preparation of its financial statements for 2008 that the Company first adopted the changes to the Corporate Law introduced by Law 11638, approved on December 28, 2007, as amended by Provisional Measure 449 of December 3, 2008.

 

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Criterion for consolidation of the Quarterly Information

 

The Quarterly Information (ITR) of the subsidiaries and jointly-controlled companies mentioned in Explanatory Note 1 were consolidated, as follows: The data of the jointly-controlled subsidiaries as a whole was consolidated based on the method of proportional consolidation, applicable to each component of the accounting statements of the investees. All the subsidiaries, including those that are jointly controlled, follow accounting practices that are consistent with those of the holding company.

 

In the consolidation, the holdings of the holding company in the Stockholders’ equity of the controlled companies, and the significant balances of assets, liabilities, revenues and expenses arising from transactions effected between the companies, have been eliminated.

 

The portion relating to the holdings of minority stockholders in the Stockholders’ equity of the subsidiaries is shown separately in Liabilities.

 

The accounting statements of Transchile, for the purpose of consolidation, are converted from Chilean accounting principles to Brazilian accounting principles, with Chilean pesos being converted to Reais at the exchange rate of the last day of the quarter, since the functional currency of Cemig is the Real.

 

The dates of the accounting statements of the subsidiaries and jointly-controlled subsidiaries used for calculation of equity gains (losses) and consolidation coincide with those of the holding company.

 

3) — CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

 

 

 

 

Bank accounts

 

139,371

 

91,316

 

33,694

 

4,283

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

2,025,418

 

2,514,592

 

87,068

 

209,892

 

Treasury Financial Notes (LFTs)

 

28,517

 

42,428

 

179

 

127

 

National Treasury Notes (LTNs)

 

14,802

 

232

 

330

 

1

 

Other

 

42,169

 

57,023

 

51

 

112

 

 

 

2,110,906

 

2,614,275

 

87,628

 

210,132

 

 

 

 

 

 

 

 

 

 

 

 

 

2,250,277

 

2,705,591

 

121,322

 

214,415

 

 

Cash investments consist of transactions carried out with Brazilian financial institutions. These transactions are contracted on normal market rates and conditions. They have high liquidity, are promptly convertible into a known amount of cash, and are subject to an insignificant risk of change in value.

 

These financial investments are, substantially, bank certificates of deposit and fixed income funds, remunerated, substantially, by the variation on CDIs (interbank certificates of deposit), at returns varying from 101.00% to 103.00% of the CDI rate.

 

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4) — CONSUMERS AND TRADERS

 

Current assets

 

Consolidated

 

Holding company

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Retail supply invoiced

 

1.803.031

 

1.832.537

 

50.997

 

51.114

 

Retail supply not invoiced

 

733.918

 

649.313

 

 

 

 

 

Wholesale supply to other concession holders

 

80.372

 

62.215

 

 

 

 

 

(-) Provision for doubtful receivables

 

(383.825

)

(388.735

)

(50.997

)

(51.114

)

 

 

2.233.496

 

2.155.330

 

 

 

 

Credits receivable from an industrial consumer of Cemig D and Cemig GT, in the amount of R$ 92,880 at June 30, 2009, not paid due to an injunction that allowed this payment not to be made until final judgment of a legal action challenging the tariff increase during the Cruzado Economic Plan made by Ministerial Order 45 of 1986, are recorded in the accounts. The Company expects that the amounts mentioned will be received in full.

 

Under rules laid down by ANEEL, the criteria for constitution of provisions are as follows: (i) for consumers with significant debts payable, an individual analysis is made of the balance, taking into account the history of default, negotiations in progress and the existence of real guarantees; (ii) for other consumers, debts receivable and unpaid for more than 90 days from residential consumers, more than 180 days from commercial consumers, and more than 360 days for the other consumer categories, are provisioned in full.

 

The Provision for doubtful receivables is considered to be sufficient to cover any losses in the realization of these assets.

 

Receivables in the amount of R$ 8,770 at June 30, 2009 (R$ 10,416 at March 31, 2009) are recorded in Non-current assets (Long-term receivables), in relation to the renegotiation of receivables owed by Copasa (Minas Gerais Water Company) and other consumers, to be paid by September 2012.

 

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5) — REGULATORY ASSETS AND LIABILITIES

 

The General Agreement for the Electricity Sector, signed in 2001, and the new regulations governing the electricity sector, resulted in the constitution of several regulatory assets and liabilities, and also in deferral of federal taxes applicable to these assets and liabilities (which are settled as and when the assets and liabilities are received and/or paid), as follows:

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

Assets

 

 

 

 

 

“Portion A” — Note 6

 

383,486

 

467,932

 

Traders — transactions in “Free Energy” during the rationing program — Note 8

 

22,319

 

26,755

 

Deferred Tariff Adjustment

 

 

14,644

 

PIS, Cofins and Pasep taxes — Note 13

 

46,240

 

46,240

 

Pre-paid expenses — CVA — Note 9

 

1,177,683

 

1,245,909

 

Review of Tariff for Use of the Distribution System (TUSD)

 

3,089

 

3,089

 

Recovery of discounts on the TUSD

 

9,161

 

13,712

 

Low-income subsidy

 

35,904

 

129,454

 

“Light for Everyone” (Luz para Todos) Program.

 

 

981

 

Transmission Tariff Review - “Adjustment Portion” — Note 7

 

158,090

 

 

Other regulatory assets

 

12,334

 

18,199

 

 

 

1,848,306

 

1,966,915

 

Liabilities

 

 

 

 

 

Purchase of electricity during the rationing period

 

(12,148

)

(17,476

)

Review of Transmission Revenue

 

 

(3,691

)

Amounts to be restituted in the tariff — CVA — Note 9

 

(635,779

)

(606,313

)

Review of Tariff for Use of the Distribution System (TUSD)

 

(10,760

)

(14,444

)

CCEAR contract exposure between sub-markets

 

(17,147

)

(22,285

)

Adjustment to the “Reference Company”

 

(80,375

)

(104,459

)

Financial adjustment for the 2008 Tariff Review

 

(123,240

)

(160,167

)

Other regulatory liabilities

 

(9,780

)

(8,494

)

 

 

(889,229

)

(937,329

)

 

 

 

 

 

 

Taxes, charges and contributions — Deferred liabilities — Note 18

 

(69,193

)

(37,399

)

 

 

(958,422

)

(974,728

)

 

 

 

 

 

 

Total

 

889,884

 

992,187

 

 

6) — THE EXTRAORDINARY TARIFF RECOMPOSITION, AND “PORTION A”

 

The Brazilian federal government, through the Electricity Emergency Chamber (GCE), signed an agreement with the electricity distributors and generators in 2001, named “The General Agreement for the Electricity Sector”, which set criteria for ensuring the economic and financial equilibrium of concession contracts and for “recomposition” of the extraordinary revenues and losses which occurred during the Rationing Program, through an Extraordinary Tariff Recomposition (“RTE”), given to compensate for the variation in non-manageable costs of “Portion A” that took place in the period from January 1 to October 25, 2001.

 

a) The Extraordinary Tariff Recomposition (“RTE”)

 

The RTE came into effect on December 27, 2001, through the following tariff adjustments:

 

·                  Adjustment of 2.90% for consumers in the residential classes (excluding low-rental consumers), and consumers in the rural, public-illumination and high-voltage industrial categories for whom the cost of electricity represents 18.00% or more of the average cost of production and which meet certain requirements related to load factor and electricity demand, specified in the Resolution.

 

·                  Increase of 7.90% for other consumers.

 

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The RTE was used to compensate the following items:

 

·                  Losses of invoiced sales revenue in the period from June 1, 2001 to February 28, 2002, corresponding to the difference between Cemig’s estimated revenue if the rationing program had not been put in place and the actual revenue while the program was in place, according to a formula published by ANEEL. Calculation of this value did not take into account any losses from default by consumers.

 

·                  Pass-through to be made to the generators who bought energy in the MAE — which was succeeded in 2004 by the Electricity Sales Chamber — (“the CCEE/MAE”), in the period from June 1, 2001 to February 28, 2002, for more than R$ 49.26/MWh (referred to as “Free Energy”).

 

The period of validity of the RTE of Cemig D and of Light Serviços de Eletricidade S.A. (“Light SESA”), of 74 months, expired in February 2008.

 

b) “Portion A”

 

The items of “Portion A” are defined as being the sum of the differences, positive or negative, in the period January 1 to October 25, 2001, between the amounts of the non-manageable costs presented on the basis of the calculation for determination of the last annual tariff adjustment and the disbursements which actually took place in the period.

 

The recovery of “Portion A” began in March 2008, shortly after the end of the period of validity of the RTE, using the same recovery mechanisms, that is to say, the adjustment that was applied to tariffs for compensation of the amounts of the RTE will continue in effect for compensation of the items of “Portion A”.

 

The “Portion A” credits are updated by the variation in the Selic rate up to the month in which they are actually offset, and there is no time limit for their realization.

 

As and when amounts of “Portion A” are received through the tariff, Cemig transfers those amounts from Assets to the Income statement. In the case of Cemig D, the amounts transferred in the first half of 2009 are:

 

Amounts transferred to expenses

 

06/30/2009

 

03/31/2009

 

Energy bought for resale

 

93,758

 

45,408

 

The Fuel Consumption Account – CCC

 

41,516

 

20,107

 

Global Reversion Reserve – RGR

 

4,149

 

2,009

 

Tariff for transport of electricity from Itaipu

 

1,601

 

775

 

Tariff for use of national grid transmission facilities

 

10,723

 

5,193

 

Royalties for use of water resources

 

3,682

 

1,784

 

Connection – Realization of “Portion A”

 

226

 

110

 

Delivery service inspection charge

 

388

 

188

 

 

 

156,043

 

75,574

 

 

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c) Composition of the balances of “Portion A”

 

The amounts to be received in relation to “Portion “A”, recorded in Assets, are:

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

Cemig Distribuição S.A.

 

 

 

 

 

Compensation of the items of “Portion A”

 

806,994

 

796,762

 

Amounts raised

 

(423,508

)

(343,039

)

Total of “Portion A”

 

383,486

 

453,723

 

 

 

 

 

 

 

RME – Light

 

 

 

 

 

Portion A

 

 

14,209

 

 

 

 

14,209

 

 

 

 

 

 

 

Total of “Portion A”

 

383,486

 

467,932

 

 

 

 

 

 

 

Current assets

 

317,042

 

302,636

 

Non-current assets

 

66,444

 

165,296

 

 

7) — THE REVIEW OF THE TRANSMISSION TARIFF

 

The first revision of the tariff of Cemig GT was approved by ANEEL on June 17, 2009 in which the Agency has set the repositioning of the Annual Revenue Permitted (RAP) of the Company at 5.35%, retroactive to 2005.

 

Adicionaly it was established by ANEEL a financial component of R$ 158,090 to be paid to the Company throw a Parcel A revenue (PA) in 24 months. This is due to the effects of retroactive pricing repositioning occurred in the period between 1 July 2005 and June 30, 2009. The first installment of R$ 85,732 will be incorporated into the adjustment of the 2009/2010 cycle and the second installment of R$ 72,358 offset adjustment in 2010/2011, as bellow:

 

Parcel A Revenue (PA)

 

 

 

 

 

Basic network

 

128,823

 

Frontier

 

13,899

 

DIT – Other Transmission components

 

15,368

 

 

 

158,090

 

 

As provided in the concession contract of the Company, the review of the calculations were made on the basis of all transmission assets and not just for the new facilities.

 

8) — TRADERS – TRANSACTIONS IN “FREE ENERGY”

 

The net receivables of the subsidiary Cemig GT in relation to transactions in “Free Energy” in the Electricity Trading Chamber (CCEE, formerly MAE) during the Rationing Program are as follows:

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

ASSETS

 

 

 

 

 

Amounts to be received from distributors

 

40,132

 

44,152

 

Provision for losses in realization

 

(17,813

)

(17,397

)

 

 

22,319

 

26,755

 

 

 

 

 

 

 

Current

 

17,573

 

16,115

 

Non-current

 

4,746

 

10,640

 

 

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The amounts to be received in Assets refer to the difference between the prices paid Cemig GT in the transactions in energy on the CCEE (formerly the MAE), during the period when the Rationing Program was in force, and R$ 49.26/MWh. This difference is to be reimbursed through the amounts raised by means of the RTE, as defined in the General Agreement for the Electricity Sector.

 

In accordance with ANEEL Resolution 36 of January 29, 2003, the electricity distributors have since March 2003 collected the amounts obtained monthly by means of the RTE and passed them through to the generators and distributors who have amounts to be received, among which Cemig GT is included.

 

The amounts receivable by Cemig GT are updated by the variation in the Selic rate plus 1.00% interest per year.

 

The conclusion of some court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the time of the realization of the transactions on the CCEE/MAE, may result in changes in the amounts recorded.

 

Provision for losses in realization

 

The provision currently constituted, of R$ 17,813, represents the losses that are expected as a result of the period of receipt of the RTE from the distributors that are still passing through funds to the Company not being sufficient for full pass-through of the amounts owed.

 

9) — ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

The balance on the “Account to Compensate for Variation of Portion A Items” (CVA) refers to the positive and negative variations between the estimate of non-manageable costs, used for deciding the tariff adjustment, and the payments actually made. The variations found are compensated in the subsequent tariff adjustments.

 

The balance on the CVA is shown below:

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

Cemig D

 

478,236

 

573,042

 

RME – Light

 

63,668

 

66,555

 

 

 

541,904

 

639,597

 

 

 

 

 

 

 

Current assets

 

632,644

 

579,414

 

Non-current assets

 

545,039

 

666,496

 

Current liabilities

 

(224,826

)

(146,776

)

Non-current liabilities

 

(410,953

)

(459,537

)

Net amounts

 

541,904

 

639,597

 

 

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10) — TAXES SUBJECT TO OFFSETTING

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

206,492

 

203,280

 

3,805

 

3,806

 

Income tax

 

702,031

 

520,380

 

 

 

Social Contribution tax

 

270,499

 

175,704

 

 

 

Pasep tax

 

10,767

 

8,130

 

1

 

 

Cofins tax

 

26,891

 

57,254

 

1

 

 

Other

 

18,495

 

15,674

 

1,385

 

1,385

 

 

 

1,235,175

 

980,422

 

5,192

 

5,191

 

Non-current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

93,184

 

95,884

 

426

 

426

 

Income tax

 

178,397

 

178,121

 

178,128

 

178,121

 

Social Contribution tax

 

17,549

 

10,930

 

17,549

 

10,930

 

 

 

289,130

 

284,935

 

196,103

 

189,477

 

 

 

 

 

 

 

 

 

 

 

 

 

1,524,305

 

1,265,357

 

201,295

 

194,668

 

 

The balances of income tax and Social Contribution tax refer to tax credits in corporate income tax returns of previous years, and advance payments made in 2009, which will be offset against federal taxes payable, calculated for the year 2009, posted in Taxes and contributions.

 

The credits of ICMS tax recoverable, posted in Long term receivables, arise from acquisitions of fixed assets and can be offset in 48 months.

 

The Company filed a consultation with the Minas Gerais State Tax Department for clarification of questions related to the use of part of the ICMS credits recorded in Long-term assets, and the response is awaited in the third quarter of 2009, when their offsetting will be commenced.

 

11) — TAX CREDITS

 

a) Deferred income tax and Social Contribution:

 

Cemig and its subsidiaries have deferred income tax credits, constituted at the rate of 25.00%, and deferred Social Contribution tax credits, at the rate of 9.00%, as follows:

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Tax credits on temporary differences –
Tax loss / negative taxable amount

 

238,366

 

262,014

 

24,369

 

41,534

 

Contingency provision

 

195,739

 

206,969

 

94,740

 

107,884

 

Provisions for losses on realization of amounts receivable under the Extraordinary Tariff Recomposition and “Free Energy”

 

10,186

 

11,857

 

 

 

Regulatory liabilities – Tariff Review

 

67,052

 

87,143

 

 

 

Post-employment obligations

 

92,947

 

93,852

 

3,168

 

3,280

 

Provision for doubtful receivables

 

153,062

 

152,748

 

17,339

 

17,379

 

Provision for Pasep and Cofins taxes – Extraordinary Tariff Recomposition

 

5,960

 

1,577

 

 

 

Provision for losses in recovery of tax credits – Light

 

 

(29,616

)

 

 

Financial instruments

 

65,961

 

65,045

 

 

 

FX variation

 

114,083

 

110,740

 

 

 

Other

 

39,162

 

36,812

 

792

 

528

 

 

 

982,518

 

999,141

 

140,408

 

170,605

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

327,355

 

297,298

 

40,896

 

41,899

 

Non-current assets

 

655,163

 

701,843

 

99,512

 

128,706

 

 

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At its meeting on February 12, 2009, the Board of Directors approved the technical study prepared by the CFO’s department on the forecasts for future profitability adjusted to present value, which show capacity for realization of the deferred tax asset in a maximum period of 10 years, as defined in CVM Instruction 371. This study includes Cemig and its subsidiaries Cemig GT and Cemig D and was also submitted to Cemig’s Audit Board, on February 5, 2009.

 

In accordance with the individual estimates by Cemig and its subsidiaries, future taxable profits enable the deferred tax asset existing on June 30, 2009 to be realized as follows:

 

 

 

Consolidated

 

Holding
company

 

 

 

 

 

 

 

2009

 

232,089

 

28,340

 

2010

 

269,079

 

25,112

 

2011

 

133,038

 

26,476

 

2012

 

112,891

 

26,476

 

2013

 

113,494

 

29,628

 

2014 to 2016

 

72,429

 

3,745

 

2017 to 2019

 

49,498

 

631

 

 

 

982,518

 

140,408

 

 

The holding company had tax credits not recognized in its Quarterly Information (ITR), in the amount of R$ 409,378 on June 30, 2009 (R$ 409,375 on March 31, 2009).

 

The credits not recognized refer basically to the actual loss arising from the assignment of the credits of Accounts receivable from the state government to the Credit Receivables Fund in the first quarter of 2006 (as per Explanatory Note 12). As a result of this assignment, the provision for losses on recovery of the amounts constituted in previous years became deductible for the purposes of income tax and Social Contribution. The portion not recognized in relation to this issue is R$ 437,509.

 

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Considering that the Brazilian tax legislation allows companies to benefit from payment of Interest on Equity and to deduct such payments from their taxable profit, Cemig adopted the tax option of paying Interest on Equity to its stockholders. In accordance with its tax planning, after the offsetting in the coming years of the offsetable taxes recorded, the Company will pay Interest on Equity in an amount that will reduce its taxable profit to an amount close to or equal to zero. As a consequence, this alternative will eliminate the payment of income tax and the Social Contribution tax by the Holding Company, and the tax loss carryforwards not recognized will not be recovered.

 

b) Reconciliation of the expense on income tax and Social Contribution:

 

The reconciliation of the nominal expense on income tax (rate 25%) and Social Contribution tax (rate 9%) with the actual expense shown in the Income statement is as follows:

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax and Social Contribution tax

 

1,401,415

 

1,848,435

 

926,160

 

1,192,891

 

Income tax and Social Contribution – nominal expense

 

(476,483

)

(628,468

)

(314,894

)

(405,583

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Reversal relating to Social Contribution tax on Complementary monetary adjustment

 

 

(8,488

)

 

(8,488

)

Equity gain (loss) from subsidiaries

 

 

 

253,227

 

350,586

 

Employees’ profit shares

 

24,881

 

14,949

 

643

 

525

 

Non-deductible contributions and donations

 

(2,796

)

(3,483

)

(163

)

(122

)

Tax credits not recognized

 

701

 

(2,419

)

26

 

11

 

Adjustment to present value

 

 

(12,102

)

 

 

Amortization of goodwill

 

(2,773

)

(2,773

)

(2,773

)

(2,773

)

Tax incentives

 

7,373

 

6,526

 

94

 

 

Adjustment in income tax and Social Contribution tax – prior year

 

(11,423

)

 

 

 

Other

 

27,028

 

17,121

 

(393

)

(352

)

Income tax and Social Contribution tax – effective expense

 

(433,492

)

(619,137

)

(64,233

)

(66,196

)

 

c) Transitory taxation regime:

 

Provisional Measure 449/2008, of December 3, 2008, instituted the Transitory Taxation Regime (RTT), which aims to neutralize the impacts of the new accounting methods and criteria introduced by Law 11638/07, in calculation of the taxable amounts for federal taxes.

 

Application of the RTT is optional for the years 2008 and 2009, and applies to corporate entities subject to Corporate Income Tax (“IRPJ”) in accordance with the systems of the “Real Profit” and the “Presumed Profit” tax reporting methods. The taxpayer must state its option to adopt the RTT in the 2009 Corporate Tax Return (“DIPJ”). Starting in 2010, adoption of the RTT becomes obligatory, until the law that disciplines the tax effects of the new accounting methods and criteria comes into effect.

 

For companies that adopt the RTT, the changes introduced by Law 11638/07, as amended by Provisional Measure 449/08, which change the criteria for recognition of revenues, costs and expenses computed in calculation of the net profit for the period, do not apply for calculating the real profit of the legal entity: the accounting methods and criteria in effect on December 31, 2007 are used for tax purposes.

 

Based on an initial assessment, the Company has reflected the effects of adoption of the RTT in its accounting statements. Additionally, by November 30, 2009 it will have to prepare its Transition Accounting Tax Control (FCONT), which was created by Brazilian Federal Revenue Service Normative Instruction 949/2009.

 

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12)           ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS IN RECEIVABLES RIGHTS

 

The outstanding credit balance receivable on the CRC (Results Compensation) Account was passed to the State of Minas Gerais in 1995, under an Agreement to assign that account (“the CRC Agreement”), in accordance with Law 8724/93, for monthly amortization over 17 years starting on June 1, 1998, with annual interest of 6% plus monetary updating by the Ufir index.

 

On January 24, 2001 the First Amendment was signed, replacing the monetary updating unit in the agreement, which had been the Ufir, with the IGP-DI inflation index, backdated to November 2000, due to the abolition of the Ufir in October 2000.

 

In October 2002 the Second and Third Amendments to the CRC Agreement were signed, setting new conditions for amortization of the credits receivable from the Minas Gerais state government. The main clauses were: (i) monetary updating by the IGP-DI inflation index; (ii) amortization of the two amendments by May 2015; (iii) interest rates of 6.00% and 12.00% for the Second and Third Amendments, respectively; and (iv) guarantee of full retention of the dividends owed to Minas Gerais state, for settlement of the Third Amendment.

 

a) The Fourth Amendment to the CRC Agreement

 

As a result of the default in the receipt of the credits referred to in the Second and Third Amendments, the Fourth Amendment was signed with the aim of making possible the full receipt of the CRC through retention of dividends as and when the government of the State Government becomes entitled to them. This agreement was approved by the Extraordinary General Meeting of Stockholders completed on January 12, 2006.

 

The Fourth Amendment to the CRC Agreement had backdated effect on the outstanding balance existing on December 31, 2004, and consolidated the amounts receivable under the Second and Third Amendments — which were a total of R$ 4,244,970 on June 30, 2009.

 

The state government will amortize the debit in 61 consecutive half-yearly installments, becoming due by June 30 and December 31 of each year, over the period from June 2005 to June 2035. The amounts of the portions for amortization of the principal, updated by the IGP-DI inflation index, increase over the period, from R$ 28,828 for the first, to R$ 90,346 for the sixty-first (in currency of June 31, 2009).

 

The amortization of the debt is primarily effected by means of retention of 65% of the minimum obligatory dividends payable to the state government. If the amount is not sufficient to amortize the portion becoming due, the retention may be of up to 65% of all and any amount of extraordinary dividends or extraordinary Interest on Equity. The dividends retained are to be used for amortization of the agreement in the following order: (i) settlement of past due installments; (ii) settlement of an installment for the current half-year; (iii) anticipated settlement of up to 2 installments; and, (iv) amortization of the debtor balance.

 

On June 30, 2009, R$ 76,905 had been amortized in advance: the installments of the Agreement to become due on December 31, 2009 and June 30, 2010.

 

The signature of the Fourth Amendment to the contract provides that, so as to ensure complete receipt of the credits, the provisions of the Bylaws must be obeyed — they define certain targets to be met annually in conformity with the Strategic Plan, as follows:

 

Target

 

Index required

Debt / Ebitda

 

Less than 2 (1)

(Debt) / (Debt plus Stockholders’ equity)

 

40% or less (2)

Capital expenditure and acquisition of assets

 

40%, or less, of Ebitda

 


EBITDA = Earnings before interest, taxes on profit, depreciation and amortization.

(1)   Less than 2.5 in certain situations specified in the Bylaws.

(2)   50% or less, in certain situations also specified in the Bylaws.

 

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b) Transfer of the CRC credits to a Receivables Investment Fund (“FIDC”)

 

On January 27, 2006 Cemig transferred the CRC credits into a Receivables Investment Fund (“FIDC”). The amount of the FIDC was established by the administrator based on long-term financial projections for Cemig, with estimation of the dividends that will be retained for amortization of the outstanding debtor balance on the CRC Agreement. Based on these projections, the FIDC was valued at a total of R$ 1,659,125, of which R$ 900,000 in senior units and R$ 759,125 in subordinated units.

 

The senior units were subscribed and acquired by financial institutions and will be amortized in 20 half-yearly installments, from June 2006, updated by the variation of the CDI plus interest of 1.7% of interest per year, guaranteed by Cemig.

 

The subordinated units were subscribed by Cemig and correspond to the difference between the total value of the FIDC and the value of the senior units.

 

The updating of the subordinated units corresponds to the difference between the valuation of the FIDC using a rate of 10.00% per year, and the increase in value of the senior units by the variation of the CDI plus interest of 1.70% per year.

 

Movement in the FIDC in 2Q09 was as follows:

 

 

 

Consolidated
and Holding
company

 

 

 

 

 

Balance at March 31, 2009

 

1,770,926

 

Monetary updating on the senior units

 

26,611

 

Monetary updating on the subordinated units

 

8,997

 

Investment in the subordinated units

 

6,927

 

Balance at June 30, 2009

 

1,813,461

 

 

 

 

 

Composition of the FIDC on June 30, 2009

 

 

 

- Senior units owned by third parties

 

977,529

 

 

 

 

 

- Subordinated units owned by Cemig

 

832,130

 

Dividends retained by the Fund

 

3,802

 

 

 

835,932

 

 

 

 

 

TOTAL

 

1,813,461

 

 

Cemig paid dividends on June 30, 2009, R$ 68,327 being used for amortization of part of the senior units. Additionally, the Company injected R$ 6,927 into the fund to complete the amount necessary for redemption of the senior units and other operational expenses of the FIDC. The amortization of R$ 73,693 of the senior units was effected only on July 2, 2009.

 

The dividends and Interest on Equity proposed by the Executive Board to the Board of Directors, to be distributed to stockholders arising from the profit for 2008, are posted in Current Liabilities. Of the dividends to be distributed, R$ 105,119 is payable to the Minas Gerais State Government, of which R$ 68,327 will be retained for settlement of part of the receivables on the CRC becoming due.

 

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c) Consolidation criterion of the FIDC

 

Due to the guarantee offered by Cemig of settlement of the senior units, in the event that the dividends due to the state government are not sufficient for amortization of the installments, the consolidated Quarterly Information presents the balance of the FIDC registered in full in Cemig and the senior units are presented as a debt under Loans and financings in Current and Non-current liabilities. Similarly, in the consolidation the monetary updating of the FIDC has been recognized in full as a financial revenue, and in counterpart the amount of the monetary updating of the senior units was registered as a cost of debt.

 

13) — REGULATORY ASSET — PIS, PASEP AND COFINS TAXES

 

Federal Laws 10637 and 10833 changed the bases of application, and increased the rate, of the PIS, Pasep and Cofins taxes. As a result of these alterations there was an increase in PIS/Pasep expenses from December 2002 to March 2005 and in expenses on the Cofins tax from February 2004 to June 2005.

 

In view of the fact that this increase in the expense should be repaid to the company through tariffs, the credits were registered, in accordance with a criterion laid down by ANEEL, as a Regulatory asset and there was a counterpart reduction in the expense on PIS, Pasep and Cofins taxes.

 

The Company expects reimbursement of this asset in the forthcoming tariff adjustments, in accordance with an administrative appeal filed with ANEEL.

 

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Table of Contents

 

14) — INVESTMENTS

 

 

 

Consolidated

 

Subsidiary

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

In subsidiaries and jointly controlled companies

 

 

 

 

 

 

 

 

 

Cemig GT

 

 

 

4,058,641

 

3,713,552

 

Cemig D

 

 

 

2,488,194

 

2,516,345

 

Rio Minas Energia Participações

 

 

 

329,384

 

311,151

 

Infovias

 

 

 

271,380

 

270,218

 

Gasmig

 

 

 

337,459

 

328,382

 

Rosal Energia

 

 

 

100,637

 

95,662

 

Sá Carvalho

 

 

 

109,582

 

101,901

 

Horizontes Energia

 

 

 

70,140

 

68,507

 

Usina Térmica Ipatinga

 

 

 

36,415

 

68,831

 

Cemig PCH:

 

 

 

40,142

 

55,633

 

Cemig Capim Branco Energia

 

 

 

30,411

 

62,878

 

Companhia Transleste de Transmissão

 

 

 

14,182

 

14,629

 

UTE Barreiro

 

 

 

1,289

 

997

 

Companhia Transudeste de Transmissão

 

 

 

9,082

 

8,501

 

Usina Hidrelétrica Pai Joaquim

 

 

 

482

 

477

 

Companhia Transirapé de Transmissão

 

 

 

6,822

 

6,298

 

Transchile

 

 

 

33,309

 

34,141

 

Efficientia

 

 

 

8,698

 

7,822

 

Central Termelétrica de Cogeração

 

 

 

156,116

 

155,697

 

Companhia de Transmissão Centroeste de Minas

 

 

 

7,165

 

6,799

 

Cemig Trading

 

 

 

3,009

 

2,766

 

Empresa Paraense de Transmissão de Energia — ETEP

 

 

 

38,002

 

17,939

 

Empresa Norte de Transmissão de Energia — ENTE

 

 

 

63,565

 

32,893

 

Empresa Regional de Transmissão de Energia — ERTE

 

 

 

11,615

 

6,408

 

Empresa Amazonense de Transmissão de Energia — EATE

 

 

 

138,509

 

62,599

 

E

 

 

 

 

 

7,839

 

5,142

 

Axxiom Soluções Tecnológicas

 

 

 

2,377

 

2,428

 

 

 

 

 

8,374,446

 

7,958,596

 

In consortia

 

1,123,354

 

1,120,791

 

 

 

Goodwill on acquisition of the stake in Rosal Energia

 

 

 

30,391

 

31,772

 

Goodwill on acquisition of the stake in ETEP

 

 

 

62,726

 

24,893

 

Goodwill on acquisition of the stake in ENTE

 

 

 

93,622

 

37,029

 

Goodwill on acquisition of the stake in ERTE

 

 

 

22,655

 

8,479

 

Goodwill on acquisition of the stake in EATE

 

 

 

366,836

 

139,853

 

Goodwill on acquisition of the stake in ECTE

 

 

 

14,739

 

6,762

 

In other investments

 

23,955

 

27,027

 

3,508

 

3,506

 

 

 

1,147,309

 

1,147,818

 

594,477

 

252,294

 

 

 

1,147,309

 

1,147,818

 

8,968,923

 

8,210,890

 

 

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Table of Contents

 

a) The main information on the investees is as follows:

 

 

 

 

 

At June 30, 2009

 

January to June 2009

 

 

 

 

 

Cemig stake

 

Registered

 

Stockholders’

 

 

 

Profit

 

Subsidiaries

 

No. of shares

 

%

 

capital

 

equity

 

Dividends

 

(Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig GT

 

2,896,785,358

 

100.00

 

2,896,785

 

4,058,641

 

107,136

 

684,638

 

Cemig D

 

2,261,997,787

 

100.00

 

2,261,998

 

2,488,194

 

76,202

 

88,385

 

Rio Minas Energia

 

709,309,572

 

25.00

 

709,309

 

1,317,534

 

 

159,823

 

Infovias

 

381,023,385

 

100.00

 

225,082

 

271,380

 

8,150

 

15,696

 

Rosal Energia

 

86,944,467

 

100.00

 

86,944

 

100,637

 

 

9,383

 

Sá Carvalho

 

860,000,000

 

100.00

 

86,833

 

109,582

 

 

14,170

 

Gasmig

 

409,255,000

 

55.19

 

474,497

 

611,421

 

 

34,845

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

70,140

 

 

3,402

 

Usina Térmica Ipatinga

 

64,174,281

 

100.00

 

64,174

 

36,415

 

 

5,138

 

Cemig PCH:

 

50,952,000

 

100.00

 

50,952

 

40,142

 

 

7,880

 

Cemig Capim Branco Energia

 

45,528,000

 

100.00

 

45,528

 

30,411

 

 

15,480

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

56,729

 

6,896

 

5,985

 

UTE Barreiro

 

11,918,000

 

100.00

 

11,918

 

1,289

 

 

567

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

37,847

 

483

 

3,849

 

Central Hidrelétrica Pai Joaquim

 

486,000

 

100.00

 

486

 

482

 

 

(4

)

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

27,846

 

 

3,235

 

Transchile

 

27,840,000

 

49.00

 

61,563

 

67,976

 

 

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

8,698

 

 

2,385

 

Central Termelétrica de Cogeração

 

150,000,000

 

100.00

 

150,001

 

156,116

 

 

5,992

 

Companhia de Transmissão Centroeste de Minas

 

51,000

 

51.00

 

51

 

14,051

 

 

 

Cemig Trading

 

160,297

 

100.00

 

160

 

3,009

 

 

2,817

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

38.35

 

69,569

 

99,077

 

2,348

 

17,084

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

35.78

 

120,128

 

177,641

 

19,902

 

36,176

 

Empresa Regional de Transmissão de Energia — ERTE

 

23,400,000

 

35.78

 

23,400

 

32,463

 

6,480

 

7,122

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

34.47

 

273,469

 

401,849

 

3,687

 

76,944

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

13.08

 

42,095

 

59,924

 

14,747

 

11,954

 

Axxiom Soluções Tecnológicas

 

4,200,000

 

49.00

 

4,200

 

4,851

 

 

(590

)

 

86



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At June 30, 2008

 

January to June 2008

 

 

 

Number of

 

Cemig stake

 

Registered

 

Stockholders’

 

 

 

Profit

 

Subsidiaries

 

shares

 

%

 

capital

 

equity

 

Dividends

 

(Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig GT

 

2,896,785,358

 

100.00

 

2,896,785

 

3,410,674

 

91,967

 

483,492

 

Cemig D

 

2,261,997,787

 

100.00

 

2,261,998

 

2,853,732

 

75,111

 

487,276

 

Infovias

 

381,023,385

 

100.00

 

255,082

 

264,331

 

 

9,341

 

Rosal Energia

 

86,944,467

 

100.00

 

86,944

 

99,440

 

 

9,178

 

Sá Carvalho

 

860,000,000

 

100.00

 

86,833

 

106,911

 

 

12,883

 

Gasmig

 

196,155,000

 

55.19

 

174,497

 

404,926

 

 

38,536

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

70,757

 

 

4,434

 

Usina Térmica Ipatinga

 

64,174,281

 

100.00

 

64,174

 

70,504

 

 

4,697

 

Cemig PCH

 

50,952,000

 

100.00

 

50,953

 

56,926

 

 

5,231

 

Cemig Capim Branco Energia

 

45,528,000

 

100.00

 

45,528

 

69,738

 

 

17,107

 

Companhia Transleste de Transmissão

 

46,569,000

 

25.00

 

49,569

 

56,050

 

 

4,051

 

UTE Barreiro

 

11,918,000

 

100.00

 

11,918

 

4,628

 

 

(881

)

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

34,632

 

 

2,183

 

Central Hidrelétrica Pai Joaquim

 

1,000

 

100.00

 

1

 

499

 

 

13

 

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

25,272

 

 

1,672

 

Transchile

 

22,000

 

49.00

 

33,696

 

33,696

 

 

 

Efficientia

 

3,742,249

 

100.00

 

3,742

 

6,533

 

 

2,310

 

Central Termelétrica de Cogeração

 

1,000

 

100.00

 

1

 

84

 

 

78

 

Companhia de Transmissão Centroeste de Minas

 

51,000

 

51.00

 

51

 

13,183

 

 

 

Rio Minas Energia

 

12,000

 

25.00

 

709,310

 

1,334,410

 

 

257,454

 

Cemig Trading

 

160,000

 

100.00

 

160

 

22,526

 

 

22,381

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

18.83

 

69,063

 

87,885

 

 

10,962

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

18.35

 

120,128

 

153,971

 

 

21,433

 

Empresa Regional de Transmissão de Energia — ERTE

 

23,400,000

 

18.35

 

23,400

 

30,171

 

 

5,286

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

16.62

 

273,469

 

350,200

 

 

44,694

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

7.50

 

42,095

 

56,762

 

 

9,938

 

Axxiom Soluções Tecnológicas

 

2,000

 

49.00

 

4,200

 

4,200

 

 

 

 

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Table of Contents

 

The movement on investment in subsidiaries is as follows:

 

 

 

 

 

 

 

Injection

 

 

 

 

 

 

 

 

 

 

 

Equity gain

 

(reduction)

 

Dividends

 

 

 

 

 

 

 

03.31.2009

 

(loss)

 

of capital

 

proposed

 

Other

 

06.30.2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig GT

 

3,713,552

 

452,225

 

 

(107,136

)

 

4,058,641

 

Cemig D

 

2,516,345

 

48,051

 

 

(76,202

)

 

2,488,194

 

Rio Minas Energia

 

311,151

 

16,918

 

 

 

1,315

 

329,384

 

Infovias

 

270,218

 

9,311

 

 

(8,150

)

1

 

271,380

 

Rosal Energia

 

95,662

 

4,975

 

 

 

 

100,637

 

Sá Carvalho

 

101,901

 

7,681

 

 

 

 

109,582

 

Gasmig

 

328,382

 

9,076

 

 

 

1

 

337,459

 

Horizontes Energia

 

68,507

 

1,633

 

 

 

 

70,140

 

Usina Térmica Ipatinga

 

68,831

 

2,584

 

(35,000

)

 

 

36,415

 

Cemig PCH:

 

55,633

 

4,509

 

(20,000

)

 

 

40,142

 

Cemig Capim Branco Energia

 

62,878

 

7,533

 

(40,000

)

 

 

30,411

 

Companhia Transleste de Transmissão

 

14,629

 

849

 

 

(1,293

)

(3

)

14,182

 

UTE Barreiro

 

997

 

292

 

 

 

 

1,289

 

Companhia Transudeste de Transmissão

 

8,501

 

583

 

 

 

(2

)

9,082

 

Central Hidrelétrica Pai Joaquim

 

477

 

5

 

 

 

 

482

 

Companhia Transirapé de Transmissão

 

6,298

 

524

 

 

 

 

6,822

 

Transchile

 

34,141

 

 

 

 

(832

)

33,309

 

Efficientia

 

7,822

 

876

 

 

 

 

8,698

 

Central Termelétrica de Cogeração

 

155,697

 

419

 

 

 

 

156,116

 

Companhia de Transmissão Centroeste de Minas

 

6,799

 

 

366

 

 

 

7,165

 

Cemig Trading

 

2,766

 

243

 

 

 

 

3,009

 

Empresa Paraense de Transmissão de Energia – ETEP

 

17,939

 

2,083

 

18,821

 

(452

)

(389

)

38,002

 

Empresa Norte de Transmissão de Energia – ENTE

 

32,893

 

3,589

 

30,966

 

(3,652

)

(231

)

63,565

 

Empresa Regional de Transmissão de Energia – ERTE

 

6,408

 

738

 

5,659

 

(1,189

)

(1

)

11,615

 

Empresa Amazonense de Transmissão de Energia – EATE

 

62,599

 

8,763

 

69,027

 

(633

)

(1,247

)

138,509

 

Empresa Catarinense de Transmissão de Energia – ECTE

 

5,142

 

461

 

3,346

 

(1,106

)

(4

)

7,839

 

Axxiom Soluções Tecnológicas

 

2,428

 

(52

)

 

 

1

 

2,377

 

 

 

7,958,596

 

583,869

 

33,185

 

(199,813

)

(1,391

)

8,374,446

 

 

b) Goodwill on the acquisition of Light

 

A discount was ascertained on the acquisition, corresponding to the difference between the amount paid by RME and the book value of the stake in the stockholders’ equity of Light, in the amount of R$ 364,961 (Cemig’s portion is 25.00%). This discount arises from the estimate of the results of future years as a function of the commercial operation of the electricity distribution and generation concessions and is being amortized from October 2006 to May 2026, the date of the termination of the distribution concession, on a linear basis. The remaining value of the discount (R$ 78,524) is presented in the consolidation as a non-current asset, in the account line Other obligations.

 

c) Acquisition of stake in electricity transmission companies in 2006

 

The goodwill on the acquisition of the companies Empresa Amazonense de Transmissão de Energia S.A. EATE, Empresa Paraense de Transmissão de Energia S.A. — ETEP, Empresa Norte de Transmissão de Energia S.A. — ENTE, Empresa Regional de Transmissão de Energia S.A. — ERTE and Empresa Catarinense de Transmissão de Energia S.A. — ECTE, corresponding to the amount paid and the book value of the stake in the stockholders’ equity of these jointly-controlled subsidiaries, arises from expectation of future earnings on the basis of the commercial operation of the concessions. The amortization of the goodwill will take place over the remaining period of validity of the concessions (from August 2006 to 2030/2032). In the consolidated Quarterly Information the value of the goodwill has been incorporated into Intangible assets, on the basis of the value attributed to the use of the concession.

 

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d)                   Consortia

 

Cemig participates in consortia for electricity generation concessions, for which companies with an independent legal existence were not constituted to administer the object of the concession, the controls being maintained in the books of account of Cemig, of the specific portion equivalent to the investments made, as follows:

 

 

 

Stake in the

 

 

 

 

 

 

 

 

 

energy

 

Average annual

 

 

 

 

 

 

 

generated

 

depreciation rate

 

Consolidated

 

Consolidated

 

 

 

%

 

%

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

 

 

 

 

In service

 

 

 

 

 

 

 

 

 

Porto Estrela Plant

 

33,33

 

2,48

 

38.625

 

38.625

 

Igarapava Plant

 

14,50

 

2,58

 

55.554

 

55.554

 

Funil Plant

 

49,00

 

2,40

 

181.595

 

181.402

 

Queimado Plant

 

82,50

 

2,45

 

193.599

 

193.599

 

Aimorés Plant

 

49,00

 

2,50

 

549.538

 

543.684

 

Amador Aguiar I e II Plants

 

21,05

 

2,51

 

54.466

 

55.179

 

Accumulated depreciation

 

 

 

 

 

(128.345

)

(121.423

)

Total in operation

 

 

 

 

 

945.032

 

946.620

 

 

 

 

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

 

 

 

Queimado Plant

 

82,50

 

 

 

13.125

 

13.125

 

Funil Plant

 

49,00

 

 

 

872

 

819

 

Aimorés Plant

 

49,00

 

 

 

 

5.853

 

Baguari Plant

 

34,00

 

 

 

164.325

 

154.374

 

Total under construction

 

 

 

 

 

178.322

 

174.171

 

 

 

 

 

 

 

 

 

 

 

Total consortia

 

 

 

 

 

1.123.354

 

1.120.791

 

 

The depreciation of the goods contained in the property, plant and equipment of the consortia is calculated by the linear method, based on rates established by ANEEL.

 

e)                   New acquisitions

 

Acquisition of stake in electricity transmission companies

 

On September 24, 2008 Brookfield exercised its option to sell to Cemig and to Alupar Investimento S.A. — in the proportions of 95% and 5%, respectively — its shares representing 24.99% of the voting stock of Empresa Amazonense de Transmissão de Energia S.A. (EATE), 24.99% of the voting stock of Empresa Paraense de Transmissão de Energia S.A. (ETEP), 18.35% of the voting stock of Empresa Norte de Transmissão de Energia S.A. (ENTE), 18.35% of the voting stock of Empresa Regional de Transmissão de Energia S.A. (ERTE) and 7.49% of the voting stock of Empresa Catarinense de Transmissão de Energia S.A. (ECTE).

 

The price paid by the Company for 95% of the shares held by Brookfield was: R$ 479.9 million on June 30, 2009. The goodwill on the acquisition is shown in detail below. Its amortization will be recognized during the remaining period of the concessions (from 2009 to 2030/32). In the consolidated financial statements the value of the goodwill was incorporated into Intangible assets.

 

Company

 

Cemig stake,
%

 

Amount paid

 

Goodwill

 

Empresa Paraense de Transmissão de Energia

 

38.35

 

56,826

 

38,114

 

Empresa Norte de Transmissão de Energia

 

35.78

 

90,649

 

56,984

 

Empresa Regional de Transmissão de Energia

 

35.78

 

21,419

 

14,266

 

Empresa Amazonense de Transmissão de Energia

 

34.47

 

298,950

 

228,560

 

Empresa Catarinense de Transmissão de Energia

 

13.08

 

12,085

 

8,055

 

 

 

 

 

479,929

 

345,979

 

 

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Table of Contents

 

Acquisition of 65.86% of Terna Participações S.A. (“TERNA”)

 

On April 23, 2009 Cemig acquired, from Terna S.p.A., 65.86% of Terna Participações S.A., a holding company that operates in electricity transmission, with a presence in 11 Brazilian States, for R$ 2.33 billion. The holding company controls a total of six companies which operate a total of more than 3,750 km of transmission lines.

 

Conclusion of the transaction and the actual acquisition should take place by September 30, depending on approvals from regulators and creditors. Additionally, Cemig also intends, on a date to be announced, to make a public offering to acquire the shares of Terna Participações held by the minority stockholders, for prices corresponding to 100% of the price paid to Terna S.p.A.

 

On August 5, 2009 Cemig’s Board of Directors approved, as an alternative to acquisition of all of the shares of Terna Participações S.A. (“Terna”) held by Terna Rete Elettrica Nazionale S.p.A (“Terna S.p.A”), as specified as optional under the Share Purchase Agreement signed on that date between Cemig GT and Terna S.p.A., the possibility of reduction of the final stockholding interest to be held by Cemig GT in Terna, in that acquisition, to a minimum level of 50% less 1 (one) of the common shares in Terna, and, as to the preferred shares, to a minimum representing the percentage realized by the Public Offer to purchase the shares of the minority stockholders in that company, through a partnership to be constituted with Fundo de Investimentos em Participação (FIP) Coliseu, if it becomes possible for all the units of this FIP (Equity Investment Fund), necessary for the said acquisition to be subscribed. Implementation of this alternative is conditional upon its ratification by the General Meeting of Stockholders to be held for this purpose on August 26, 2009 and upon successful conclusion of negotiation of the partnership with FIP Coliseu.

 

Constitution of the UHE Itaocara, PCH Paracambi and PCH Lajes Consortia

 

On July 3, 2008 the Board of Directors authorized Cemig GT to take stakes of 49% in three hydroelectric projects: the Itaocara Hydro Project, and the Paracambi and Lajes Small Hydro Plants (PCHs) and to enter into the following contracts for their constitution, between Cemig GT and subsidiaries of Light, as follows: The UHE Itaocara Consortium, in partnership with Itaocara Energia Ltda.; the PCH Paracambi Consortium, in partnership with Lightger Ltda.; and the PCH Lajes Consortium, in partnership with Light Energia S.A.; the object in all cases being analysis of technical and economic feasibility, preparation of the plans, construction, operation, maintenance and commercial operation of the respective projects. All these private contracts are pending authorizations or consents from the competent regulatory bodies, including ANEEL.

 

15) — FIXED ASSETS

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Historic cost

 

depreciation

 

Net value

 

Net value

 

In service

 

21,512,098

 

(9,568,257

)

11,943,841

 

11,753,155

 

Distribution

 

11,369,717

 

(5,229,359

)

6,140,358

 

6,218,059

 

Generation

 

7,311,744

 

(3,135,567

)

4,176,177

 

4,184,078

 

Transmission

 

1,952,642

 

(718,461

)

1,234,181

 

968,723

 

Management

 

410,006

 

(278,644

)

131,362

 

132,344

 

Telecoms

 

354,590

 

(175,557

)

179,033

 

181,903

 

Gas

 

113,399

 

(30,669

)

82,730

 

68,048

 

 

 

 

 

 

 

 

 

 

 

In progress

 

2,150,329

 

 

2,150,329

 

1,872,036

 

Distribution

 

1,289,038

 

 

1,289,038

 

1,129,198

 

Generation

 

347,712

 

 

347,712

 

287,072

 

Transmission

 

177,063

 

 

177,063

 

166,625

 

Management

 

148,068

 

 

148,068

 

131,243

 

Telecoms

 

33,830

 

 

33,830

 

30,050

 

Gas

 

154,618

 

 

154,618

 

127,848

 

Total fixed assets

 

23,662,427

 

(9,568,257

)

14,094,170

 

13,625,191

 

“Special Obligations” linked to the concession

 

(2,682,116

)

145,695

 

(2,536,421

)

(2,542,362

)

Net fixed assets

 

20,980,311

 

(9,422,652

)

11,557,749

 

11,082,829

 

 

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Table of Contents

 

“Special Obligations linked to the Concession” refers basically to contributions by consumers for carrying out of works necessary to meet requests for supply of electricity.

 

Under ANEEL Resolution 234 of October 2006, amended by Resolution 338 of November 25, 2008 and ANEEL Circular 1314 of June 27, 2007, the balances of the “Special Obligations” linked to assets will now be amortized as from the second Tariff Review cycle, which in the case of Cemig D and Light, in 2008, at a percentage corresponding to the average rate of depreciation of the assets.

 

Some land sites and buildings of the subsidiaries, registered in Fixed assets – Administration, were given in guarantee for lawsuits involving tax, labor-law, civil disputes and other contingencies in the net amount of R$ 7,661 on June 30, 2009 (R$ 7,804 on March 31, 2009), net of depreciation.

 

16) – INTANGIBLE

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Historic cost

 

amortization

 

Net value

 

Net value

 

In service

 

960,869

 

(240,224

)

720,645

 

380,341

 

Distribution

 

57,249

 

(40,120

)

17,129

 

21,982

 

Generation

 

88,460

 

(54,017

)

34,443

 

36,053

 

Transmission

 

609,639

 

(3,222

)

606,417

 

259,417

 

Management

 

203,249

 

(142,418

)

60,831

 

61,081

 

Telecoms

 

712

 

(447

)

265

 

301

 

Gas

 

1,560

 

 

1,560

 

1,507

 

 

 

 

 

 

 

 

 

 

 

In progress

 

224,912

 

 

224,912

 

222,472

 

Distribution

 

51,820

 

 

51,820

 

52,177

 

Generation

 

32,917

 

 

32,917

 

33,014

 

Transmission

 

1,585

 

 

1,585

 

2,467

 

Management

 

138,590

 

 

138,590

 

134,814

 

Intangible, net

 

1,185,781

 

(240,224

)

945,557

 

602,813

 

 

17) – SUPPLIERS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

Wholesale supply and transport of electricity -

 

 

 

 

 

 

 

 

 

Eletrobrás – energy from Itaipu

 

177,538

 

211,683

 

 

 

Furnas

 

52,924

 

52,014

 

 

 

CCEE

 

63,313

 

54,533

 

 

 

Other

 

211,594

 

273,587

 

 

 

 

 

505,369

 

591,837

 

 

 

Materials and services

 

261,481

 

232,570

 

5,762

 

3,212

 

 

 

766,850

 

824,407

 

5,762

 

3,212

 

Non-current

 

 

 

 

 

 

 

 

 

Wholesale supply of electricity -

 

 

 

 

 

 

 

 

 

Purchase of “Free Energy” during the rationing period

 

78

 

77

 

 

 

 

 

 

Of the amounts in relation to purchase of “Free Energy” during the rationing period, a substantial part will be paid by September 2009, with adjustment at the Selic rate plus 1.00% in interest per year. The conclusion of some court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the time of the realization of the transactions in Free Energy during the period of rationing, may result in changes in the amounts recorded. See further information in Explanatory Note 22.

 

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Table of Contents

 

18) – TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

376,501

 

255,404

 

27,809

 

 

Social Contribution tax

 

132,580

 

91,432

 

10,616

 

 

ICMS tax

 

287,537

 

295,562

 

18,095

 

18,091

 

Cofins tax

 

74,197

 

76,008

 

14,546

 

 

Pasep tax

 

18,962

 

13,281

 

3,158

 

 

Social security system

 

19,182

 

16,415

 

1,393

 

1,382

 

Other

 

20,798

 

22,120

 

900

 

1,258

 

 

 

929,757

 

720,222

 

76,517

 

20,731

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

42,905

 

25,890

 

 

 

Social Contribution tax

 

15,451

 

9,330

 

 

 

Cofins tax

 

8,904

 

3,850

 

 

 

Pasep tax

 

1,933

 

836

 

 

 

 

 

69,193

 

39,906

 

 

 

 

 

998,950

 

810,128

 

76,517

 

20,731

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

242,167

 

217,525

 

 

 

Social Contribution tax

 

59,913

 

51,546

 

 

 

Cofins tax

 

189,694

 

139,061

 

 

 

Pasep tax

 

40,833

 

29,759

 

 

 

Other

 

6,338

 

6,793

 

 

 

 

 

538,945

 

444,684

 

 

 

 

The “deferred obligations” under current refer basically to the assets and liabilities linked to the General Agreement for the Electricity Sector and other regulatory issues, and are owed to the extent that these assets and liabilities are realized.

 

The non-current obligations for Pasep and Cofins taxes refer to the legal action challenging the constitutionality of the inclusion of ICMS tax in the taxable amount for these taxes, and applying for offsetting of the amounts paid in the last 10 years. The Company obtained a Court injunction enabling it not to make the payment and authorizing payment into Court in the amount of R$204,745 starting in 2008.

 

The non-current deferred obligations for income tax and Social Contribution refer to the recognition of financial instruments (FX variation, and hedge transactions) by the cash method, which are payable as and when realized, by payment or redemption.

 

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19) – LOANS, FINANCINGS AND DEBENTURES

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Principal

 

 

 

 

 

06/30/2009

 

03/31/2009

 

 

 

maturity

 

Annual financial cost (%)

 

Currency

 

Current

 

Non-current

 

TOTAL

 

TOTAL

 

FINANCING SOURCES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN Amro Bank N.A. (3)

 

2013

 

6.00

 

US$

 

24,525

 

73,185

 

97,710

 

117,670

 

ABN Amro Real S.A. (4)

 

2009

 

6.35

 

US$

 

7,392

 

 

7,392

 

17,709

 

Banco do Brasil – various bonds (1)

 

2024

 

Various

 

US$

 

10,564

 

61,543

 

72,107

 

95,345

 

Banco do Brasil (5)

 

2009

 

3.90

 

JPY

 

80,214

 

 

80,214

 

91,516

 

Banco Paribas

 

2012

 

5.89

 

EURO

 

3,258

 

6,103

 

9,361

 

10,342

 

Banco Paribas

 

2010

 

Libor + 1.875

 

US$

 

22,860

 

 

22,860

 

41,521

 

KFW

 

2016

 

4.50

 

EURO

 

1,807

 

11,746

 

13,553

 

16,426

 

Unibanco (6)

 

2009

 

6.50

 

US$

 

9,221

 

 

9,221

 

11,116

 

Unibanco (7)

 

2009

 

6.50

 

US$

 

4,005

 

 

4,005

 

4,817

 

Unibanco (8)

 

2009

 

5.00

 

US$

 

16,817

 

 

16,817

 

20,201

 

Brazilian National Treasury (10)

 

2024

 

Libor + Spread

 

US$

 

4,084

 

22,987

 

27,071

 

35,639

 

Santander (13)

 

2009

 

7.00

 

US$

 

5,328

 

 

5,328

 

6,196

 

Banco do Brasil

 

2009

 

8.66

 

US$

 

2,707

 

 

2,707

 

3,221

 

Banco InterAmericano del Desarrollo (13)

 

2026

 

4.20

 

US$

 

5,161

 

35,783

 

40,944

 

43,603

 

Other

 

2025

 

Various

 

Various

 

9,527

 

5,083

 

14,610

 

18,373

 

Debt in foreign currency

 

 

 

 

 

 

 

207,470

 

216,430

 

423,900

 

533,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Credit Suisse First Boston S.A.

 

2010

 

106.00 of CDI

 

R$

 

75,164

 

 

75,164

 

75,200

 

Banco do Brasil

 

2009

 

111.00 of CDI

 

R$

 

128,244

 

 

128,244

 

124,938

 

Banco do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

15,963

 

100,278

 

116,241

 

118,116

 

Banco do Brasil

 

2013

 

107.60 of CDI

 

R$

 

2,020

 

126,000

 

128,020

 

141,892

 

Banco do Brasil

 

2014

 

104.100 of CDI

 

R$

 

21,213

 

1,200,000

 

1,221,213

 

1,266,832

 

Banco Itaú BBA

 

2014

 

CDI + 1.70%

 

R$

 

45,973

 

279,061

 

325,034

 

330,340

 

Banco Votorantim S.A.

 

2010

 

113.50 of CDI

 

R$

 

40

 

54,372

 

54,412

 

56,251

 

Banco Votorantim S.A.

 

2013

 

CDI + 1.70%

 

R$

 

16,668

 

85,906

 

102,574

 

103,632

 

BNDES

 

2026

 

TJLP+2.34

 

R$

 

1,827

 

107,153

 

108,980

 

107,184

 

Bradesco

 

2014

 

CDI + 1.70%

 

R$

 

68,772

 

326,314

 

395,086

 

414,064

 

Debentures (12)

 

2009

 

CDI + 1.20%

 

R$

 

378,768

 

 

378,768

 

368,897

 

Debentures (12)

 

2011

 

104.00 of CDI

 

R$

 

18,715

 

238,816

 

257,531

 

251,308

 

Debentures – Minas Gerais state government (12) (15)

 

2031

 

IGP-M

 

R$

 

 

34,934

 

34,934

 

33,921

 

Debentures (12)

 

2014

 

IGP-M + 10.50%

 

R$

 

2,403

 

302,003

 

304,406

 

329,630

 

Debentures (12)

 

2017

 

IPCA + 7.96

 

R$

 

18,033

 

437,152

 

455,185

 

441,959

 

Eletrobrás

 

2013

 

Finel + 7.50 to 8.50

 

R$

 

12,335

 

42,145

 

54,480

 

57,601

 

Eletrobrás

 

2023

 

Ufir, RGR + 6.00 to 8.00

 

R$

 

40,129

 

306,745

 

346,874

 

357,046

 

Santander

 

2013

 

CDI + 1.70

 

R$

 

13,182

 

67,566

 

80,748

 

81,513

 

Unibanco

 

2009

 

CDI + 2.98

 

R$

 

106,371

 

 

106,371

 

110,997

 

Unibanco

 

2013

 

CDI + 1.70

 

R$

 

39,786

 

294,553

 

334,339

 

333,390

 

Banco do Nordeste do Brasil

 

2010

 

TR + 7.30

 

R$

 

72,897

 

 

72,897

 

89,377

 

Unibanco (2)

 

2013

 

CDI + 1.70

 

R$

 

19,461

 

55,190

 

74,651

 

83,005

 

Itaú and Bradesco (9)

 

2015

 

CDI + 1.70

 

R$

 

139,649

 

837,880

 

977,529

 

950,918

 

Minas Gerais Development Bank

 

2025

 

10.00

 

R$

 

691

 

9,358

 

10,049

 

10,212

 

Banco do Brasil (14)

 

2020

 

TJLP + 2.55%

 

R$

 

1,365

 

28,223

 

29,588

 

29,422

 

Unibanco (14)

 

2021

 

TJLP + 2.55%

 

R$

 

139

 

7,225

 

7,364

 

4,184

 

BNDES – FINEM (10)

 

2014

 

TR + 4.30

 

R$

 

21,097

 

87,779

 

108,876

 

113,985

 

Debentures I and V (10)

 

2010/2015

 

TJLP + 4.00

 

R$

 

4,021

 

25

 

4,046

 

3,941

 

Debentures V (10)

 

2014

 

CDI + 1.50

 

R$

 

15,736

 

225,937

 

241,673

 

243,638

 

CCB Bradesco (10)

 

2017

 

CDI + 0.85%

 

R$

 

9,804

 

112,500

 

122,304

 

119,206

 

ABN Amro (10)

 

2010

 

CDI + 0.95

 

R$

 

761

 

20,000

 

20,761

 

20,232

 

Itaú (10)

 

2010

 

125% of CDI

 

R$

 

25,382

 

 

25,382

 

 

Regional Devt. Bank of the Extreme South (16)

 

2022

 

TJLP + 4.55%

 

R$

 

514

 

6,077

 

6,591

 

3,358

 

Unibanco (16)

 

2021

 

TJLP + 4.55%

 

R$

 

404

 

2,048

 

2,452

 

1,138

 

Banco Itaú (16)

 

2022

 

TJLP + 4.55

 

R$

 

518

 

6,132

 

6,650

 

3,415

 

Unibanco (16)

 

2022

 

IGP-M + 9.85%

 

R$

 

389

 

4,092

 

4,481

 

2,206

 

BNDES (17)

 

2033

 

TJLP + 2.4

 

R$

 

 

162,354

 

162,354

 

79,685

 

Debentures (17)

 

2013

 

IPCA + 6.5

 

R$

 

 

154,503

 

154,503

 

 

BNDES – Principal Subcredit A/B/C/D (11)

 

2014/2016

 

Various

 

R$

 

42,115

 

239,922

 

282,037

 

150,581

 

Other

 

2017

 

Various

 

R$

 

9,457

 

31,864

 

41,321

 

30,226

 

Debt in Brazilian currency

 

 

 

 

 

 

 

1,370,006

 

5,994,107

 

7,364,113

 

7,043,440

 

Overall total, consolidated

 

 

 

 

 

 

 

1,577,476

 

6,210,537

 

7,788,013

 

7,577,135

 

 


(1)           Interest rates vary:     2.00 to 8.00 % p.a.;

Six-month Libor plus spread of 0.81 to 0.88% per year.

(2)           Loan of the holding company.

(3) to (8)    “Swaps” for exchange of rates were contracted. The following are the rates for the loans and financings taking the swaps into account:

(3) CDI + 1.50% p.a.;    (4) CDI + 2.12% p.a.;   (5) 111.00% of CDI;   (6) CDI + 2.98% p.a.; (7) and (8) CDI + 3.01% p.a.

(9)           Refers to the senior units of the credit rights funds. See Explanatory Note 12.

(10)         Loans, financings and debentures of RME (Light).

(11)         Consolidated loans and financings of the transmission companies acquired in August 2006.

(12)         Nominal, unsecured, book-entry debentures not convertible into shares, without preference.

(13)         Financing of Transchile.

(14)         Financing of Cachoeirão.

(15)         Contracts adjusted to present value, as per changes to the Corporate Law made by Law 11638/07.

(16)         Consolidated loans and financings of Lumitrans, subsidiary of EATE.

(17)         Loan contracted by the jointly-controlled subsidiary Madeira Energia.

 

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The consolidated composition of loans, by currency and indexor, with the respective amortization is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

subsequent

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

years

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

76,149

 

53,113

 

39,521

 

36,175

 

32,829

 

5,388

 

2,401

 

2,401

 

68,850

 

316,827

 

Euro

 

2,637

 

4,858

 

4,859

 

3,332

 

1,807

 

1,807

 

1,807

 

1,807

 

 

22,914

 

Yen

 

80,214

 

 

 

 

 

 

 

 

 

80,214

 

UMBNDES ( ** )

 

422

 

438

 

356

 

356

 

356

 

356

 

356

 

356

 

949

 

3,945

 

 

 

159,422

 

58,409

 

44,736

 

39,863

 

34,992

 

7,551

 

4,564

 

4,564

 

69,799

 

423,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Expanded Consumer Price Index)

 

18,033

 

613

 

1,225

 

101,668

 

53,449

 

 

145,717

 

145,717

 

145,718

 

612,140

 

Ufir (Fiscal Reference Unit)

 

20,676

 

43,170

 

48,140

 

44,659

 

39,011

 

37,679

 

35,750

 

30,923

 

48,497

 

348,505

 

Interbank CD rate - CDI

 

824,224

 

661,139

 

729,479

 

943,424

 

1,091,794

 

645,758

 

236,141

 

18,750

 

18,750

 

5,169,459

 

Eletrobrás Finel internal index

 

6,168

 

12,336

 

12,335

 

12,335

 

11,307

 

 

 

 

 

54,481

 

URTJ ( * )

 

34,247

 

66,823

 

71,531

 

71,621

 

71,621

 

74,402

 

39,964

 

30,095

 

240,266

 

700,570

 

IGP-M inflation index

 

4,081

 

2,177

 

2,361

 

2,361

 

2,361

 

304,325

 

1,302

 

1,183

 

43,515

 

363,666

 

UMBNDES ( ** )

 

3,021

 

6,161

 

6,683

 

6,683

 

6,683

 

6,683

 

1,162

 

 

 

37,076

 

TR reference interest rate

 

35,149

 

37,748

 

 

 

 

 

 

 

 

72,897

 

Others (IGP-DI, INPC) ( *** )

 

2,789

 

33

 

66

 

405

 

405

 

713

 

355

 

184

 

369

 

5,319

 

 

 

948,388

 

830,200

 

871,820

 

1,183,156

 

1,276,631

 

1,069,560

 

460,391

 

226,852

 

497,115

 

7,364,113

 

 

 

1,107,810

 

888,609

 

916,556

 

1,223,019

 

1,311,623

 

1,077,111

 

464,955

 

231,416

 

566,914

 

7,788,013

 

 


(*)URTJ = Interest Rate Reference Unit.

(**)UMBNDES = BNDES Monetary Unit.

(***)

 

IGP-DI inflation index (General Price Index – Domestic Availability).

 

 

INPC – National Consumer Price Index.

 

The principal currencies and indexors used for monetary updating of the loans, financings and debenture had the following variations:

 

 

 

Change in

 

 

 

 

 

Change in

 

 

 

 

 

quarter ended

 

Accumulated

 

 

 

quarter ended

 

Accumulated

 

 

 

06/30/2009

 

change in 2009

 

 

 

06/30/2009

 

change in 2009

 

Currency

 

%

 

%

 

Indexors

 

%

 

%

 

US dollar

 

(15.70

)

(16.49

)

IGP-M

 

(0.32

)

(1.24

)

Euro

 

(10.99

)

(15.39

)

Finel

 

(0.06

)

(0.25

)

Yen

 

(13.20

)

(21.45

)

CDI

 

2.34

 

5.29

 

 

 

 

 

 

 

Selic

 

2.39

 

5.36

 

 

 

 

 

 

 

UMBNDES

 

(16.31

)

(16.97

)

 

The movement on loans, financings and debentures is as follows:

 

 

 

 

 

Holding

 

 

 

Consolidated

 

company

 

Balance at March 31, 2009

 

7,577,135

 

83,005

 

Acquisition of subsidiaries

 

159,949

 

 

Loans and financings obtained

 

275,041

 

 

Monetary and FX variation

 

(45,062

)

 

Financial charges provisioned

 

159,776

 

2,185

 

Financial charges paid

 

(254,632

)

(10,539

)

Charges capitalized

 

1,753

 

 

Adjustment to present value

 

2,203

 

 

Amortization of financings

 

(88,150

)

 

Balance at June 30, 2009

 

7,788,013

 

74,651

 

 

The consolidated totals of funds raised in 2Q09 are as follows:

 

 

 

Principal

 

 

 

Amount

 

Loans / financing sources

 

maturity

 

Annual financial cost (%)

 

raised

 

Finep

 

2015

 

URTJ + 5%

 

4,441

 

Construtora Quebec

 

2012

 

IPCA

 

1,202

 

Energ Power

 

2012

 

IPCA

 

873

 

Orteng Equipamentos e Sistemas

 

2012

 

IPCA

 

377

 

Eletrobrás ECF – 2630/2007 – Reluz

 

2013

 

6.5%

 

2,309

 

 

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Table of Contents

 

b) Restrictive covenant clauses

 

Cemig has loans and financings with restrictive covenants.

 

Subject of covenant

 

Index required

 

 

 

 

 

Debt / Ebitda

 

2.5 or less

 

Debt / Ebitda

 

3.36 or less

 

Net debt / Ebitda

 

3.25 or less

 

Current debt / Ebitda

 

90% or less

 

Debt / (Stockholders’ equity + Debt)

 

53% or less

 

Ebitda / Debt charges

 

2.8% or more

 

Ebitda / interest

 

3.0% or more

 

Ebitda / Financial revenues (expenses)

 

2.0% or more

 

Capex / Ebitda

 

60% or less

 

 

Net Debt =

Total debt, less cash position, less tradable securities.

Ebitda =

Earnings before interest, taxes (on profit), depreciation and amortization. Specific criteria for calculation of Ebitda are made in some contracts, with some variations from this formula.

 

Some of these covenants were not complied with, as follows:

 

Subject of covenant

 

Index required

 

Position on July 30, 2009

 

Cemig D

 

 

 

 

 

Capital expenditure / Ebitda

 

60% or less

 

95.78

%

Debt / Ebitda

 

3.36 or less

 

3.51

 

Ebitda / Debt charges

 

2.8 or more

 

2.66

 

Debt / Ebitda

 

2.5 or less

 

2.76

 

 

The company obtained consent from its creditors that they would not exercise their rights to demand immediate or early payment of amounts owed up to December 31, 2009. The financings are classified in Current and Non-current liabilities, in accordance with the original terms of the contract, since these consents have been obtained.

 

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20) – REGULATORY CHARGES

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

35,493

 

35,135

 

Fuel Consumption Account – CCC

 

25,204

 

21,189

 

Energy Development Account – CDE

 

37,491

 

37,596

 

Eletrobrás – Compulsory loan

 

1,207

 

1,207

 

ANEEL inspection charge

 

3,591

 

3,619

 

Energy efficiency

 

194,196

 

182,131

 

Research and development

 

165,522

 

156,326

 

Energy system expansion research

 

3,193

 

2,213

 

National Scientific and Technological Development Fund

 

6,045

 

4,210

 

Alternative Energy Program – Proinfa

 

2,199

 

2,024

 

 

 

474,141

 

445,650

 

 

 

 

 

 

 

Current liabilities

 

459,348

 

425,344

 

Non-current liabilities

 

14,793

 

20,306

 

 

21) – POST-EMPLOYMENT OBLIGATIONS

 

The Forluz Pension Fund

 

Cemig is a sponsor of Forluz – Forluminas Social Security Foundation, a non-profit legal entity whose object is to provide its associates and participants and their dependents and beneficiaries with a financial income to complement retirement and pension, in accordance with the private pension plan to which they are linked.

 

The actuarial obligations and assets of the plan on December 31, 2004 were segregated between Cemig, Cemig GT and Cemig D on the basis of the allocation of the employees to each of these companies.

 

Cemig, Cemig GT and Cemig D also maintain, independently of the plans made available by Forluz, payments of part of the life insurance premium for the retirees and contribute to a health plan and a dental plan for the employees, retirees and dependents, administered by Forluz.

 

Forluz makes the following supplementary pension benefit plans available to its participants:

 

The Mixed Benefits Plan (“Plan B”): A defined-contribution plan at the phase of accumulation of funds, for retirement benefits for normal time of service and defined-benefit coverage for disability or death of a participant still in active employment, and also receipt of benefits for time of contribution. The contributions of the Sponsor are equal to the basic monthly contributions of the participants, and this is the only plan open for joining by new participants.

 

The contribution of the Sponsors to this plan is made as to 27.52% for the portion with defined benefit characteristics, relating to the coverage for invalidity or death for the active participant, and this is used for amortization of the defined obligation through an actuarial calculation. The remaining 72.48%, relating to the portion of the plan with defined-contribution characteristics, goes to the nominal accounts of the participants and is recognized in the income statement for the year by the cash method, under Personnel expenses.

 

Hence the obligations for payment of supplementary pension benefits under the Mixed Plan, with characteristics of defined contribution, and their respective assets, in the same amount of R$ 2,385,225, are not presented in this Explanatory Note.

 

Pension Benefits Balances Plan (“Plan A”): This includes all the active and assisted participants who opted to migrate from the previous Defined Benefit Plan, and are entitled to a proportional benefit by balances. For participants who are still working, this benefit has been deferred to the retirement date.

 

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Defined Benefit Plan: This is the benefit plan adopted by Forluz up to 1998, which completes the average real salary of the employee’s last three working years in the Company in relation to the amount of the benefit from the official Social Security system. After the process of migration that was carried out in June 2007, approved by the Private Pension Plans Secretariat (SPC), in which more than 80% of the participants migrated to Plans A and B, 51 participants remained in the defined benefit plan.

 

Cemig, Cemig GT and Cemig D also maintain, independently of the plans made available by Forluz, payments of part of the life insurance premium for the retirees, and contribute to a health plan and a dental plan for the employees, retirees and dependents, administered by Forluz.

 

Separation of the Health Plan

 

On August 26, 2008 the Executive Board of Forluz, complying with orders issued by the Private Pension Plans Authority (SPC), decided to transfer management of the Cemig Integrated Health Plan (PSI) to a separate entity to be created for that purpose. The reason for the decision was SPC’s belief that it would be impossible to maintain those participants in the Health Plan who were not simultaneously inscribed in the pension and retirement plans. To protect the interests of its participants, and also to comply with the SPC’s ruling, Forluz opted to separate the activities, keeping the present dental and pension plans within itself. The period planned for conclusion of the process of separation of the health plan is 12 months, during which time all the existing coverage and benefits will be maintained.

 

Amortization of actuarial obligations

 

Part of the consolidated actuarial obligation on post-employment benefits in the amount of R$ 927,461 at June 30, 2009 (R$ 935,727 on March 31, 2009) was recognized as an obligation payable by Cemig and its subsidiaries and is being amortized up to June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). After the Third Amendment to the Forluz Agreement, the amounts began to be adjusted only by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE), plus 6% per year.

 

The liabilities and the expenses recognized by the Companies in connection with the Supplementary Retirement Plan, Health Plan, Dental Plan and Life insurance are adjusted in accordance with the terms of CVM Decision 371 and an Opinion prepared by independent actuaries. Hence the financial updating of the obligation in the debt agreed with Forluz mentioned in the previous paragraph does not produce accounting effects in Cemig’s Income statement. The last actuarial valuation was effected in relation to the base date December 31, 2008.

 

The Braslight Pension Fund

 

Light, a subsidiary of RME, is a sponsor of Fundação de Seguridade Social – Braslight, a non-profit private pension plan entity whose purpose is to guarantee retirement revenue to the employees of the company linked to the Foundation and pension revenue to their dependents.

 

Braslight was instituted in April 1974, and has three plans – A, B and C – put in place in 1975, 1984 and 1998 respectively. About 96% of the active participants of the other plans have migrated to plan C.

 

In plans A and B the benefits are of the defined benefit type. In plan C, which is of the mixed type, the programmable benefits (retirement not arising from invalidity, and the respective reversion to pension), during the capitalization phase are of the defined contribution type, without any link to the INSS, and the risk benefits (illness assistance, retirement for invalidity and pension for death of an active participant, invalid and receiving illness assistance), as well as those of continued income, once granted, are of the defined benefit type.

 

On October 2, 2001, the Private Pension Plans Secretariat approved a contract for solution to the technical deficit and the refinancing of the reserves to be amortized relating to the pension plans of

 

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Braslight, which were recorded in full. This is being paid in 300 monthly installments, starting from July 2001, updated by the variation of the IGP-DI inflation index and interest of 6.00% per year, totaling R$ 1,006,118 at June 30, 2009 (R$ 1,018,000 on March 30, 2009). In accordance with proportional consolidation, the effect on the consolidation of the Company is of the portion corresponding to 25% of this amount.

 

The movement in the net liabilities has been as follows:

 

 

 

Pension plans and retirement

 

 

 

 

 

 

 

 

 

 

 

supplement plans

 

Health

 

 

 

Life

 

 

 

Consolidated

 

Forluz

 

Braslight

 

plan

 

Dental plan

 

insurance

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on March 31, 2009

 

403,908

 

254,500

 

352,763

 

16,527

 

436,987

 

1,464,685

 

Expenses recognized in the Income statement

 

2,388

 

2,824

 

17,837

 

1,106

 

10,356

 

34,511

 

Contributions paid

 

(32,642

)

(5,794

)

(2,312

)

(183

)

(7,481

)

(48,412

)

Net liabilities on June 30, 2009

 

373,654

 

251,530

 

368,288

 

17,450

 

439,862

 

1,450,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

78,727

 

23,367

 

 

 

 

102,094

 

Non-current liabilities

 

294,927

 

228,163

 

368,288

 

17,450

 

439,862

 

1,348,690

 

 

 

 

Pension plans and
retirement

 

 

 

 

 

 

 

 

 

 

 

supplement plans

 

Health

 

 

 

Life

 

 

 

Subsidiary

 

Forluz

 

plan

 

Dental plan

 

insurance

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on March 31, 2009

 

19,791

 

16,866

 

811

 

18,553

 

56,021

 

Expenses recognized in the Income statement

 

50

 

756

 

50

 

561

 

1,417

 

Contributions paid

 

(1,666

)

(431

)

(10

)

(97

)

(2,204

)

Net liabilities on June 30, 2009

 

18,175

 

17,191

 

851

 

19,017

 

55,234

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

4,055

 

 

 

 

4,055

 

Non-current liabilities

 

14,120

 

17,191

 

851

 

19,017

 

51,179

 

 

The amounts recorded as Current refer to the contributions to be made by Cemig in the next 12 months for amortization of the actuarial liabilities.

 

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22) – CONTINGENCIES FOR LEGAL PROCEEDINGS

 

Cemig and its subsidiaries are parties in court and administrative proceedings before various courts and government bodies, arising from the normal course of business, involving tax, labor-law, civil and other issues.

 

Actions in which the company is creditor with success considered “probable”

 

Pasep and Cofins – Widening of the calculation base

 

The holding company has legal proceedings challenging the enlargement of the taxable basis for calculation of the Pasep and Cofins taxes, on financial revenue and on other non-operational revenues, in the period from 1999 to January 2004, by Law 9718 of November 27, 1998; and has a judgment in favor at the first instance. In the event that this action is won in the final instance (i.e. when subject to no further appeal) – and we note that the Federal Supreme Court has ruled on several proceedings in favor of the taxpayer – the gain to be registered in the Income statement will be R$ 174,604, net of income tax and Social Contribution Tax.

 

Actions in which the company is debtor

 

For those contingencies whose negative outcomes are considered “probable”, the company and its subsidiaries have constituted provisions for losses.

 

Cemig’s management believes that any disbursements in excess of the amounts provisioned, when the respective processes are completed, if any, will not significantly affect the result of operations or the financial position of the holding company nor the consolidated result.

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

Balance on

 

 

 

 

 

Balance on

 

paid into

 

Balance on

 

 

 

03/31/2009

 

Additions

 

Written off

 

06/30/2009

 

court

 

06/30/2009

 

Labor-law cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Various

 

126,756

 

443

 

(6,873

)

120,326

 

(17,557

)

102,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal damages

 

35,639

 

 

(6,406

)

29,233

 

 

29,233

 

Tariff increases

 

121,052

 

1,692

 

(26,775

)

95,969

 

(17,990

)

77,979

 

Other

 

169,244

 

861

 

(1,657

)

168,448

 

(20,240

)

148,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Finsocial

 

21,328

 

77

 

 

21,405

 

(1,615

)

19,790

 

PIS and Cofins taxes

 

58,746

 

1,222

 

 

59,968

 

 

59,968

 

ICMS tax

 

22,010

 

 

 

22,010

 

 

22,010

 

Taxes and contributions – demandabilities suspended

 

78,193

 

3,065

 

 

81,258

 

 

81,258

 

Social Contribution tax

 

6,830

 

49

 

 

6,879

 

 

6,879

 

Social security system

 

34,275

 

512

 

 

34,787

 

 

34,787

 

Other

 

20,109

 

729

 

 

20,838

 

(8,192

)

12,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

ANEEL administrative proceedings

 

57,123

 

1,367

 

 

58,490

 

(6,072

)

52,418

 

Total

 

751,305

 

10,017

 

(41,711

)

719,611

 

(71,666

)

647,945

 

 


( * ) Balance of contingencies without inclusion of Court deposits.

 

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Holding company

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

Balance on

 

 

 

 

 

 

 

paid into

 

Balance on

 

 

 

03/31/2009

 

Additions

 

Written off

 

Balance

 

court

 

06/30/2009

 

Labor-law cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Various

 

79.759

 

 

(6.014

)

73.745

 

(8.380

)

65.365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal damages

 

27.606

 

 

(5.523

)

22.083

 

 

22.083

 

Tariff increases

 

92.819

 

 

(26.775

)

66.044

 

(17.990

)

48.054

 

Other

 

94.832

 

 

(1.370

)

93.462

 

(14.285

)

79.177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Finsocial

 

21.328

 

77

 

 

21.405

 

(1.615

)

19.790

 

ICMS tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes and contributions – demandabilities suspended

 

78.193

 

3.065

 

 

81.258

 

 

81.258

 

Social security system

 

1.090

 

22

 

 

1.112

 

 

1.112

 

Other

 

13.074

 

609

 

 

13.683

 

(5.763

)

7.920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

ANEEL administrative proceedings

 

12.482

 

392

 

 

12.874

 

(6.072

)

6.802

 

Total

 

421.183

 

4.165

 

(39.682

)

385.666

 

(54.105

)

331.561

 

 


( * ) Balance of contingencies without inclusion of Court deposits.

 

The details on the provisions constituted are as follows:

 

(a)  Labor-law cases

 

The complaints under the labor laws refer basically to disputes of overtime, additional amounts for dangerous work, property damages and pain and suffering.

 

(b) Civil disputes – tariff increase

 

Several industrial consumers filed actions against Cemig seeking reimbursement for the amounts paid as a result of the tariff increase during the federal government’s economic stabilization plan known as the “Cruzado Plan” in 1986, alleging that the said increase violated the control of prices instituted by that plan. Cemig estimates the amounts to be provisioned based on the disputed amounts billed and based on recent judicial decisions. The total value of the exposure of Cemig and its subsidiaries in this matter, 100% provisioned, is R$ 95,969.

 

One of the industrial consumers that are plaintiffs in a legal action against the Company as a result of the issue mentioned above had been granted a Court injunction preventing interruption of supply of electricity to its facilities. On February 19, 2009, the Higher Appeal Court accepted Cemig’s application for the effects of the injunction to be suspended, on the view that it is not possible to impose on Cemig continuity of distribution of electricity without its receiving money for the service.

 

(c)  PIS and Cofins taxes

 

Light, a subsidiary of RME, has challenged the changes made by Law 9718/98 in the system of calculation of the PIS and Cofins taxes, in relation to the expansion of the basis of calculation of those taxes and increase of the rate of Cofins from 2% to 3%.

 

In relation to the increase in the rate of Cofins tax from 2% to 3%, the amount provisioned was R$ 54,913 on June 30, 2009 (R$ 54,289 on March 30, 2009).

 

The values given above correspond to 25% of the total, in accordance with the proportional consolidation as recorded.

 

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(d) ICMS tax

 

Since 1999, Light has been inspected on various occasions by the tax authority of Rio de Janeiro State in relation to the ICMS value added tax, charged by states. The infringement notices received so far and not paid are the subject of contestation in the administrative and legal spheres. Management, based on the opinion of its counsel and calculation of the amounts involved in the infringement notices, believes that only a part of these amounts represents “probable” risk of loss, and the amount of R$ 22,010 is provisioned.

 

(e) Taxes and contributions – demandabilities suspended

 

The provision constituted, of R$ 79,458 on June 30, 2009 (R$ 78,193 on march 31, 2009) refers to the deduction, in the calculation base for corporate income tax, of the expense on the Social Contribution tax paid since 1998. Cemig has been awarded an injunction by the 8th Court of the Federal Judiciary, on April 17, 1998, allowing it not to pay this tax.

 

(f)  Social Security System

 

In December 1999 the National Social Security Institute (INSS) issued infringement notices against Light for alleged joint liability to withhold payments at source on services of contractors and the applicability of the social security contribution to employees’ profit shares.

 

Light challenged the legality of Law 7787/89, which increased the Social Security contribution percentage applying to payrolls, believing that it also changed the basis of calculations of Social Security contributions during the period July to September 1989. As a result of the provisional remedy given by the Court, the Company has offset the amounts payable for social security contribution.

 

The company assesses the chance of loss in the actions mentioned as “probable”, and demands provisions for the actions brought by the INSS represent the amount of R$ 33,675 (R$ 33,184 on march 31, 2008).

 

(g) ANEEL administrative proceedings

 

On January 9, 2007, ANEEL notified Cemig D that it considered certain criteria adopted by the Company in calculation of the revenue from the subsidy for low-income consumers to be incorrect, questioning the criteria for identification of the consumers who should receive the benefit and also the calculation of the difference to be reimbursed by Eletrobrás, in the estimated amount of R$ 143,000. The Company has made a provision corresponding to the loss that it considers probable in this dispute, in the amount of R$ 45,616.

 

Cemig GT was served an infringement notice by the Minas Gerais State Forests Institute (IEF), alleging that it omitted to take measures to protect the fish population, causing fish deaths, as a result of the flow and operation of the machinery of the Tress Marias Hydroelectric Plant. The Company presented a defense and rates the chances of loss in this action “probable”, in the amount of R$ 7,065.

 

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(h) Others

 

Other civil actions are primarily claims for damages, mainly due to accidents allegedly occurring as a result of the Company’s business, and damages as a result of power outages. The provision at June 30, 2009 represents the potential loss on these claims.

 

(i)   Actions with chances of loss assessed as “possible” or “remote”

 

Cemig and its subsidiaries are disputing other actions in the courts for which it considers the chances of loss to be “possible” or “remote”, and the following are the details of the most important of these:

 

(i)  Income tax and Social Contribution tax on post-employment benefits

 

The federal tax authority, on October 11, 2001, issued a Notice of Infringement, in the updated amount of R$ 325,826, as a result of the use of tax credits which resulted in the rectification, for the reduction of taxes payable, of the income tax declarations for 1997, 1998 and 1999. The income tax returns were rectified as a result of the change in the method of accounting of the post-employment benefit liabilities. The additional post-employment benefits which resulted from the changes in the method of accounting were recognized in the tax years rectified, resulting in a tax loss and a negative basis for calculation of the Social Contribution tax.

 

Cemig presented an administrative appeal to the Finance Ministry Taxpayers’ Council, obtaining a favorable decision for the years of 1997 and 1998 and an adverse decision in relation to the year 1999. This adverse decision would result in a reduction of the tax loss carryforward, registered as tax credits, in the historic amount of R$ 29,115. The tax credits were not reduced, and no provision was made for contingencies for any losses as a result of this decision, since Cemig believes it has solid legal grounds for the procedures adopted for recovery of the said tax credits in the Courts. Thus, it assesses the chance of loss in this action as “remote”.

 

The tax credits constituted, mentioned in the previous paragraph, were used by Cemig to offset federal taxes and contributions paid in the business years of 2002 and 2003. Due to this fact, Cemig had the offsetting proceedings refused by the federal tax authority and would be exposed to an additional penalty, updated to March 30, 2009 of R$ 292,855. With the decision of the Taxpayers’ Council, mentioned above, Cemig considers that the refusal of this process of offsetting becomes null. Thus, no contingency provision has been constituted to meet any losses, since Cemig believes that it has solid legal grounds for the procedures adopted and rates the chance of loss in this action as “remote”.

 

(ii) Tax on Inheritance and Donations (ITCMD)

 

The State of Minas Gerais is challenging the Company in the courts due to non-payment of the tax on donations (ITCD) in relation to contributions of consumers, the amount of which on December 30, 2009 was R$ 137,025. No provision has been constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim. The Company assesses the chance of attributed to this action as “remote”.

 

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(iii) Acts of the Regulatory Agency and the Federal Audit Board

 

ANEEL filed an administrative action against Cemig stating that the company owes R$ 1,104,608 to the federal government as a result of an alleged error in the calculation of credits under the CRC (Results Compensation) Account, which were previously utilized to reduce the amounts owed to the federal government. On October 31, 2002 ANEEL issued a final administrative decision against Cemig. On January 9, 2004 the National Treasury issued an Official Collection against the Company for the amount of the debit. Cemig did not make the payment because it believes that it has arguments on the merit for defense in the Courts and, thus, has not constituted a provision for this action. The Company assesses the chances of loss in this action as “possible”.

 

(iv) Social Security and tax obligations — indemnity for the “Anuênio” and profit shares.

 

Cemig and its subsidiaries Cemig GT and Cemig D paid an indemnity to their employees in the amount of R$ 177,685, in exchange for the rights to future payments known as the “Anuênio” which would be incorporated into salaries. The Company and its subsidiaries did not make the payments of income tax and social security contribution on this amount because it considered that those obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the federal tax authority and the National Social Security Institution, the Company and its subsidiaries decided to file for orders of Mandamus to allow payment into Court of the amounts of any obligations, in the amount of R$ 158,748, posted in Deposits connected to legal actions. No provision has been made for possible losses in this matter since the Company and its subsidiaries assess the chances of loss in this action as ‘possible’.

 

In September 2006 Cemig was notified by the INSS as a result of the non-payment of the Social Security contribution on the amounts paid as profit shares in the period 2000 to 2004, representing the amount of R$ 117,555. Cemig has appealed, in administrative proceedings, against the decision. No provision has been constituted for possible losses and Cemig believes it has arguments on the merit for defense; the Company assesses the chances of loss in this action as “possible”.

 

(v) ICMS tax

 

Since 2002 the company has received a subsidy from Eletrobrás in relation to the discounts given to low-income consumers. The Minas Gerais State Tax Authority served an infringement notice on Cemig, relating to the period from 2002 to 2005, on the argument that the subsidy received should be subject to the ICMS tax. The potential for loss in this action is R$ 137,808, not including the ICMS tax which could be questioned by the tax authority relating to period subsequent to the infringement notice. No provision was constituted for the result of this dispute, since the Company believes the legal obligation is non-existent and that it has arguments on the merit for defense against this demand. The Company assesses the chances of losses from this action as “possible”.

 

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Cemig was served an infringement notice, as co-defendant, in which the Minas Gerais State Tax Authority demanded payment of R$ 48,959 in ICMS tax on sales of excess electricity by industrial consumers during the period of electricity rationing. If the Company does have to pay the ICMS on these transactions, it can charge consumers the same amount to recover the amount of the tax plus any possible penalty charge. The chances of loss in this action are assessed as “possible”.

 

(vi) Tax on services (ISS)

 

Cemig is involved in litigation with the Prefecture of Belo Horizonte on the criteria for applicability of the ISS tax on services performed by the company. The amount involved in the action is R$ 40,400. No provision has been constituted for possible losses and Cemig believes it has arguments on the merit for defense; the Company assesses the chances of loss in this action as “possible”.

 

(vii) Regulatory contingency — CCEE

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained a judgment in its favor in February 2006, which orders ANEEL and the CCEE to comply with the claim by the Distributor and recalculate the settlement of the transactions during the rationing period leaving out of account its Dispatch No. 288/2002. This was to be put into effect in the CCEE in November 2008, resulting in an additional disbursement for Cemig, referring to the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 89,113. On November 9, 2008 the Company obtained an injunction in the Regional Federal Court suspending the obligatory nature of the requirement to pay into court the amount owed arising from the Special Financial Settlement carried out by the CCEE. Due to the above, no provision is constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim. It rates the chances of loss in this matter as “possible”.

 

(viii) Environmental claims

 

An environmental association, through a public civil action, claimed indemnity for supposed collective environmental damages as a result of the construction and operation of the Nova Ponte Plant. The amount involved in the action is R$ 1,023,423. The company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions. The chances of loss in this action are assessed as “possible”.

 

(ix) Civil claims - consumers

 

Several consumers and the office of the Public Attorney of the State of Minas Gerais have brought civil actions against Cemig contesting tariff increases applied in previous years, including: the tariff subsidies granted to low-income consumers; the extraordinary tariff recomposition; and the inflation index used to increase the tariff for electricity in April 2003; requesting 200% reimbursement on the amounts considered charged in error by the company. The Company believes it has arguments on the merit for a legal defense, and thus has not made a provision for these actions.

 

Cemig is defendant in legal proceedings challenging the criteria for measurement of amounts to be charged in relation to the contribution for public illumination, in the total amount of R$ 842,807. The Company believes that it has arguments on the merit for legal defense and as a result has not constituted provision for this action. The chances of loss in this action are assessed as “possible”.

 

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A public class action challenging the Conduct Adjustment Undertaking between Cemig and the Public Attorneys’ Office demands return to the public funds of the amounts paid to the contractors providing services to the Company that implemented the Light for Everyone Program. The amount involved in the action is R$ 1,557,476. The Company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions. The chances of loss in this action are assessed as “possible”.

 

In addition to the issues described above, Cemig and its subsidiaries are involved, as Plaintiff or Defendant, in other cases, of lesser scale, related to the normal course of their operations. Management believes that it has adequate defense for this litigation, and does not expect significant losses relating to these issues that might have an adverse effect on the company’s financial position or the consolidated result of its operations.

 

23) — STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

Balance at March 31, 2009

 

9,687,876

 

Net profit in the quarter

 

523,794

 

Conversion Adjustment in the Accounting Statements of a subsidiary

 

(832

)

Balance at June 30, 2009

 

10,210,838

 

 

Stockholders’ Agreement

 

In 1997 the Government of the State of Minas Gerais sold approximately 33% of the Company’s common shares to a group of investors led by Southern Electric Brasil Participações Ltda. (“Southern”). As part of this transaction the State of Minas Gerais and Southern signed a Stockholders’ Agreement, which among other provisions contained the requirement for a qualified quorum in decisions on significant corporate actions, certain changes to Cemig’s bylaws, issuance of debentures and convertible securities, distribution of dividends other than those specified in the bylaws, and changes in the stockholding structure.

 

In September 1999 the government of the State of Minas Gerais brought an action for annulment, with a request for anticipatory remedy, against the stockholders’ agreement signed with Southern in 1997.The Minas Gerais State Appeal Court annulled that Stockholders’ Agreement in 2003. Appeals brought by Southern are before the Brazilian federal courts.

 

Capital increase at ordinary and extraordinary General Meetings of Stockholders held in April 2009

 

The General Meeting of Stockholders held on April 29, 2009 approved an increase in the registered capital of Cemig from R$ 2,481,508 to R$ 3,101,884 with issue of new shares, through capitalization of R$ 606,454 of the balance of the Earnings reserve and R$ 13,922 of the Capital reserve, with consequent distribution of a stock dividend of 25% in new shares to stockholders, of the same type as those held, with nominal value of R$ 5.00.

 

The Company’s registered capital is represented by 271,154,243 common shares and 349,222,649 preferred shares, all with nominal value of R$ 5.00.

 

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24) — GROSS SUPPLY OF ELECTRICITY

 

The position in supply of electricity, by type of consumer, is as follows:

 

 

 

(Not reviewed by external auditors)

 

 

 

 

 

Number of consumers

 

MWh (*)

 

R$

 

 

 

06/30/2009 (*)

 

06/30/2008 (*)

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

Residential

 

9,174,668

 

8,902,261

 

4,867,733

 

4,497,914

 

2,188,583

 

2,256,007

 

Industrial

 

87,128

 

88,176

 

11,132,465

 

12,491,728

 

1,786,336

 

1,851,078

 

Commercial, services and others

 

861,809

 

845,028

 

3,097,434

 

2,941,221

 

1,309,810

 

1,318,046

 

Rural

 

470,421

 

573,724

 

976,569

 

960,835

 

232,207

 

269,534

 

Public authorities

 

65,600

 

62,664

 

526,023

 

510,595

 

219,658

 

206,478

 

Public illumination

 

3,319

 

2,980

 

615,390

 

611,388

 

146,776

 

158,767

 

Public service

 

9,715

 

9,521

 

659,398

 

684,624

 

181,760

 

189,094

 

Sub-total

 

10,672,660

 

10,484,354

 

21,875,012

 

22,698,305

 

6,065,130

 

6,249,004

 

Own consumption

 

1,162

 

1,165

 

25,656

 

26,515

 

 

 

Subsidy for low-income consumers

 

 

 

 

 

189,832

 

62,953

 

Uninvoiced supply — Regulatory asset

 

 

 

 

 

 

38,807

 

Retail supply not invoiced, net

 

 

 

 

 

(68,033

)

(69,247

)

 

 

10,673,822

 

10,485,519

 

21,900,668

 

22,724,820

 

6,186,929

 

6,281,517

 

Supply to other concession holders (**)

84

 

84

 

6,273,509

 

5,563,520

 

726,735

 

551,307

 

Transactions in electricity on CCEE

 

 

 

1,283,145

 

705,880

 

97,146

 

68,166

 

Effect of the Definitive Tariff Review

 

 

 

 

 

(203,615

)

 

Total

 

10,673,906

 

10,485,603

 

29,457,262

 

28,994,220

 

6,807,195

 

6,900,990

 

 


( * )                           The “Number of consumers” column includes 100% of the consumers of Light, subsidiary of RME.
The MWh column includes 25.00% of the total MWh sold by Light.

( ** )                    Includes Contracts for Sale of Energy in the Regulated Environment (CCEARs) and “bilateral contracts” with other agents.

 

25) — REVENUE FOR USE OF THE NETWORK — FREE CONSUMERS

 

The revenue from the Tariff for Use of the Distribution system — TUSD — refers basically to the sale of electricity to Free Consumers with charging of a tariff for the use of the distribution network.

 

 

 

Consolidated

 

 

 

06/30/2009

 

06/30/2008

 

Tariff for Use of the Electricity Distribution Systems (TUSD)

 

598,663

 

666,555

 

Revenue from use of the basic network

 

413,294

 

286,427

 

Revenue from the connection system

 

64,330

 

60,876

 

 

 

1,076,287

 

1,013,858

 

 

Under some concession contracts signed with ANEEL, the revenues to be earned in the final 15 years of those contracts are 50.00% lower than those in the first 15 years of the concession. The company recognizes the revenues from these concessions in accordance with the said contracts.

 

26) — OTHER OPERATIONAL REVENUES

 

 

 

Consolidated

 

Subsidiary

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Retail supply of gas

 

150,741

 

188,922

 

 

 

Charged service

 

7,975

 

8,318

 

 

 

Telecoms service

 

58,385

 

44,490

 

 

 

Services provided

 

26,758

 

57,854

 

 

 

Rental and leasing

 

31,563

 

26,740

 

187

 

249

 

Other

 

5,105

 

2,587

 

 

 

 

 

280,527

 

328,911

 

187

 

249

 

 

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27) — DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

Consolidated

 

 

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

1,483,697

 

1,559,562

 

Cofins tax

 

596,838

 

645,664

 

PIS and Pasep taxes

 

122,592

 

133,675

 

Other

 

1,971

 

1,646

 

 

 

2,205,098

 

2,340,547

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve — RGR

 

92,357

 

86,062

 

Energy Efficiency Program — P.E.E.

 

18,084

 

19,947

 

Energy Development Account — CDE

 

195,421

 

196,701

 

Fuel Consumption Account — CCC

 

274,669

 

187,483

 

Research and Development — R&D

 

14,513

 

13,812

 

National Scientific and Technological Development Fund — FNDCT

 

14,738

 

13,427

 

Energy System Expansion Research (EPE / Energy Ministry)

 

7,339

 

5,167

 

Emergency Capacity Charge

 

 

10

 

 

 

617,121

 

522,609

 

 

 

2,822,219

 

2,863,156

 

 

Cemig collects and pays the ICMS tax applicable to “Portion A” and the Deferred Tariff Adjustment as an when the amounts are invoiced on the customer’s electricity bill.

 

28) — OPERATIONAL COSTS AND EXPENSES

 

OPERATIONAL COSTS AND EXPENSES

 

Consolidated

 

Holding company

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Personnel (a)

 

746.252

 

577.862

 

17.917

 

11.563

 

Post-employment obligations

 

68.502

 

125.512

 

2.835

 

5.592

 

Materials

 

52.168

 

50.582

 

165

 

89

 

Raw materials

 

4.070

 

41.707

 

 

 

Outsourced services

 

361.621

 

301.651

 

5.799

 

5.774

 

Energy bought for resale (b)

 

1.510.107

 

1.452.023

 

 

 

Depreciation and amortization

 

343.529

 

371.856

 

93

 

130

 

Royalties for use of water resources

 

72.884

 

64.981

 

 

 

Operational provisions (reversals) (c)

 

46.611

 

123.697

 

(17.787

)

44.329

 

Charges for the use of the basic transmission grid

 

414.647

 

355.675

 

 

 

Gas purchased for resale

 

84.875

 

110.502

 

 

 

Other operational expenses, net (d)

 

164.145

 

115.215

 

15.172

 

2.687

 

 

 

3.869.411

 

3.691.263

 

24.194

 

70.164

 

 

(a) PERSONNEL EXPENSES

 

Consolidated

 

Holding company

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Remuneration and salary-related charges and expenses

 

527.476

 

501.947

 

9.219

 

8.049

 

Supplementary pension contributions — defined contribution plan

 

31.870

 

31.493

 

1.425

 

1.322

 

Assistance benefits

 

60.128

 

58.620

 

1.359

 

1.377

 

 

 

619.474

 

592.060

 

12.003

 

10.748

 

 

 

 

 

 

 

 

 

 

 

The PPD Voluntary Retirement Program

 

(486

)

39.753

 

(8

)

815

 

The PDV Temporary Voluntary Retirement Program

 

191.184

 

 

5.922

 

 

( - ) Personnel costs transferred to Works in progress

 

(63.920

)

(53.951

)

 

 

 

 

126.778

 

(14.198

)

5.914

 

815

 

 

 

746.252

 

577.862

 

17.917

 

11.563

 

 

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Employee special retirement programs

 

The PPD Permanent Voluntary Retirement Program

 

The Company has a permanent Voluntary Retirement Program (named PPD), which applies to any free and spontaneous terminations of employment contracts. Its main financial incentives include payment of 3 gross amounts of the employee’s monthly remuneration and 6 months’ contributions to the Health Plan after leaving the company, deposit of the extra payment of 40% of the balance of the employee’s FGTS fund, as applicable on termination by the employer, and payment of up to 24 months’ contributions to the Pension Fund and the National Social Security System after termination of the contract, in accordance with certain criteria established in the regulations of the program.

 

Since this program was begun in March 2008, 679 employees have joined it (143 of Cemig GT, 523 of Cemig D and 13 of the holding company). A provision for the expense of the financial incentives was substantially recognized in the Income statement for 2008.

 

The PDV Temporary Voluntary Retirement Program

 

In April 2009 Cemig put in place a temporary Voluntary Retirement Program — named the PDV — which employees were able to join between April 22 and June 5, 2009.

 

The financial incentive for employees who subscribed is an indemnity that varies between 3 and 16 times the value of the employee’s monthly remuneration, according to specific criteria established in the Program’s regulations, among which the main factor is the time of contribution remaining for qualification for full retirement benefits under the National Social Security program. Another of the incentives is payment of the contribution to the pension fund and the National Social Security System up to the date when the employee would meet the requirements for retirement benefits under the National System (limited to 5 years) and deposit of the extra payment of 40% on the balance of the FGTS fund (which is obligatory when an employment contract is rescinded by the employer).

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance and health plans for 6 and 12 months, respectively, from the date of the employee’s leaving the Company, which will take place in the period between June 2009 and September 2010.

 

992 employees joined this program — 189 from Cemig GT, 772 from Cemig D, and 31 from the holding company. A provision of R$ 191,184 for the expense of the financial incentives was substantially recognized in the Income statement for 2009.

 

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(b) ENERGY BOUGHT FOR RESALE

 

Consolidated

 

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

From Itaipu Binacional

 

488.949

 

451.335

 

Short-term energy

 

67.166

 

159.380

 

Proinfa (alternative energy sources program)

 

67.838

 

43.219

 

‘Initial contracts’

 

4.154

 

2.251

 

‘Bilateral contracts’

 

273.087

 

197.206

 

Electricity acquired at auction in the Regulated Market

 

512.720

 

498.118

 

‘Portion A’

 

93.758

 

64.183

 

Other

 

2.435

 

36.331

 

 

 

1.510.107

 

1.452.023

 

 

The ‘Portion A’ amounts refer to transfer to the Income statement of the respective amounts received in the tariff. For more information see Explanatory Note 6.

 

c) OPERATIONAL PROVISIONS

 

Consolidated

 

Holding company

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Pension plan premiums

 

(2.592

)

(2.660

)

(77

)

(32

)

Provision (reversal) for doubtful receivables

 

54.613

 

47.410

 

(1.369

)

(3.578

)

Provision for labor-law contingencies

 

(143

)

4.593

 

(1.705

)

(2.877

)

Provision for ANEEL administrative proceedings

 

2.647

 

3.173

 

744

 

(1.229

)

Provision for legal contingencies — civil actions

 

6.951

 

40.695

 

6.951

 

35.795

 

Provision (reversal) for civil actions on tariff increases

 

(23.086

)

13.891

 

(23.086

)

12.760

 

Inflationary profit

 

178

 

(4.498

)

178

 

(4.498

)

Other provisions

 

8.043

 

21.093

 

577

 

7.988

 

 

 

46.611

 

123.697

 

(17.787

)

44.329

 

 

(d) OTHER OPERATIONAL EXPENSES, NET

 

Consolidated

 

Holding company

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Leasings and rentals

 

20.015

 

20.049

 

359

 

226

 

Advertising

 

11.733

 

16.160

 

137

 

389

 

Own consumption of electricity

 

8.837

 

6.690

 

 

 

Subsidies and donations

 

11.734

 

12.922

 

480

 

360

 

ANEEL inspection charge

 

20.922

 

20.864

 

 

 

Licensing charge — TFDR (*)

 

27.281

 

 

 

 

Payments for concessions

 

5.135

 

10.212

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

9.426

 

9.999

 

54

 

87

 

Insurance

 

2.688

 

3.346

 

75

 

63

 

Contribution to CCEE

 

2.397

 

1.946

 

1

 

2

 

Other expenses

 

43.977

 

13.027

 

14.066

 

1.560

 

 

 

164.145

 

115.215

 

15.172

 

2.687

 

 


(*) License Charge for Occupation of Highway Lands.

 

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29) — NET FINANCIAL REVENUE (EXPENSES)

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

FINANCIAL REVENUES —

 

 

 

 

 

 

 

 

 

Revenue from cash investments

 

132.040

 

122.055

 

12.714

 

2.431

 

Arrears penalty payments on electricity bills

 

61.015

 

98.520

 

 

 

Interest and monetary variation on accounts receivable from the Minas Gerais state government

 

49.004

 

48.199

 

 

 

Monetary variation of CVA

 

21.274

 

17.156

 

 

 

Monetary variation — General Agreement for the Electricity Sector

 

26.688

 

72.864

 

 

4.357

 

Monetary variation — Deferred Tariff Adjustment

 

1.802

 

54.204

 

 

 

FX variations

 

89.876

 

36.124

 

1

 

47

 

Pasep and Cofins taxes on Financial revenues

 

(18.836

)

(22.766

)

(17.713

)

(15.455

)

Gains on financial instruments

 

 

8.956

 

 

 

Financial compensation — RME

 

 

82.702

 

 

82.702

 

Adjustment to present value

 

931

 

62.003

 

 

 

FIDC revenues

 

 

 

18.413

 

17.938

 

Other

 

50.582

 

69.318

 

10.593

 

11.006

 

 

 

414.376

 

649.335

 

24.008

 

103.026

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL EXPENSES —

 

 

 

 

 

 

 

 

 

Charges on loans and financings

 

(350.021

)

(373.918

)

(4.863

)

(4.846

)

Monetary variation — General Agreement for the Electricity Sector

 

(1.783

)

(13.628

)

 

 

Monetary updating — CCEE

 

(4.013

)

 

 

 

Monetary variation of CVA

 

(33

)

(15.345

)

 

 

FX variations

 

(4.698

)

(292

)

 

 

Monetary variation — loans and financings

 

(6.049

)

(51.927

)

 

 

CPMF tax

 

 

(7.208

)

 

(2.375

)

Provision (reversal) for losses on recovery of Extraordinary Tariff Recomposition and Free Energy amounts

 

8.306

 

(23.384

)

 

(4.357

)

Adjustment to present value

 

(4.571

)

(4.905

)

 

 

 

Losses on financial instruments

 

(76.846

)

(43.029

)

 

 

Reversal of provision for PIS and Cofins tax on Revenue

 

 

108.090

 

 

 

Other

 

(45.632

)

(64.694

)

(12.584

)

(24.502

)

 

 

(485.340

)

(490.240

)

(17.447

)

(36.080

)

 

 

 

 

 

 

 

 

 

 

NET FINANCIAL REVENUE (EXPENSES)

 

(70.964

)

159.095

 

6.561

 

66.946

 

 

The Pasep and Cofins expenses apply to financial revenues on regulatory assets and Interest on Equity.

 

The financial charges arising on loans and financings linked to works in the first half of 2009, in the amount of R$ 1,107, were transferred to Fixed assets. No monetary updating or FX variation was capitalized in the period (R$ 2,332 in financial charges was capitalized, and there were monetary or FX variations in 1 H 2008).

 

Revenue of R$ 108,090 was reported in 1H08 from the final court decision in favor of Light in an action challenging the application of PIS and Cofins taxation to financial revenue.

 

The Company recognized a financial gain in the second quarter of 2008 in the amount of R$ 82,702, for the financial compensation to be paid by the stockholders of RME for Cemig’s waiver of exercise of an option to buy the rights of the partners of RME over the generation assets of Light for a previously agreed amount. One of the stockholders of RME made the payment in full in July 2008, and the others will make the payment in a maximum period of 9 years, with monetary updating by the Selic rate plus 1% per year, using 10.00% of the dividends to be paid by Light to the stockholders of RME in this period.

 

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Table of Contents

 

30) — RELATED PARTY TRANSACTIONS

 

The principal balances and transactions with related parties of Cemig and its subsidiaries are:

 

 

 

Consolidated and Holding company

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

521,484

 

682,227

 

 

 

 

 

 

 

Affiliates and subsidiaries / parent company

 

13,487

 

13,369

 

10,400

 

10,372

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig GT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

153,302

 

539,042

 

 

 

 

 

 

 

Affiliates and subsidiaries / parent company

 

394

 

394

 

34

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

11,959

 

65,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and traders (1)

 

2,592

 

2,269

 

 

 

38,863

 

37,080

 

 

 

Taxes offsetable — ICMS — current (2)

 

169,699

 

172,342

 

285,095

 

286,540

 

(1,214,779

)

(1,312,150

)

 

 

Accounts receivable from Minas Gerais state govt. — CRC (3)

 

1,813,461

 

1,770,926

 

 

 

49,004

 

48,199

 

 

 

Taxes offsetable — ICMS — current (2)

 

79,789

 

80,191

 

 

 

 

 

 

 

Consumers and traders (4)

 

12,668

 

10,416

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

 

 

105,119

 

210,149

 

 

 

 

 

Debentures (5)

 

 

 

34,934

 

33,921

 

 

7,873

 

(2,031

)

 

Receivables fund (6)

 

 

 

977,529

 

950,918

 

 

 

 

 

Financings — Minas Gerais Development Bank (7)

 

 

 

10,049

 

10,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forluz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations — current (8)

 

 

 

78,727

 

77,069

 

 

 

 

 

Post-employment obligations — non-current (8)

 

 

 

1,120,529

 

1,133,116

 

 

 

 

 

Other

 

 

 

16,040

 

33,087

 

 

 

 

 

Personnel (9)

 

 

 

 

 

 

 

(31,870

)

(31,493

)

Current administration expense (10)

 

 

 

 

 

 

 

(6,630

)

(6,338

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

153,729

 

150,087

 

 

 

 

 

 

 

Affiliates and subsidiaries / parent company

 

9,368

 

10,463

 

 

 

 

 

 

 

 

Main material comments on the above transactions:

 


(1)               Refers to sale of energy to the Government of the State of Minas Gerais. The transactions were carried out on terms equivalent to those which prevail in the transactions with independent parties, considering that the price of the energy is that defined by ANEEL through a resolution referring to the company’s annual tariff adjustment.

(2)               The transactions with ICMS tax posted in the financial statements refer to transactions for sale of energy and are carried out in conformity with the specific legislation of the State of Minas Gerais.

(3)               Injection of the credits of the CRC into a Receivables Fund in senior and subordinated units. For more information see Explanatory Note 12.

(4)               A substantial portion of the amount refers to the renegotiation of a debit originating from the sale of energy to Copasa, with provision for payment up to September 2012, and financial updating (by the IGP-M inflation index + 0.5% per month.

(5)               Private issue of non-convertible debentures for R$ 120,000, updated by the IGP—M inflation index, for completion of the Irapé hydroelectric plant, with redemption after 25 years from the issue date. The amount was adjusted to present value, as per Explanatory Note 19.

(6)               Senior units owned by third parties, in the amount of R$ 900,000, amortized in 20 half-yearly installments, from June 2006, with monetary updating by the CDI rate plus interest of 1.7% p.a. For more information see Explanatory Note 12.

(7)               Financings of the subsidiaries Transudeste and Transirapé with maturity in 2019 (TJLP long-term interest rate + 4.5% p.a. and UMBNDES 4.54% p.a.), and of Transleste, in 2017 and 2025 (rate 5% p.a. and 10% p. a.).

(8)               Part of the contracts of Forluz are adjusted by the IPCA (Amplified Consumer Price) Inflation Index of the IBGE (Brazilian Geography and Statistics Institute), and part are adjusted based on the Salary Adjustment Index of the employees of Cemig, Cemig GT and Cemig D, excluding productivity factors, plus 6% p.a., with amortization up to 2024. See further information in Explanatory Note 21.

(9)               Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 21), calculated on the monthly remunerations in accordance with the regulations of the Fund.

(10) Funds for annual current administrative costs of the Pension Fund in accordance with the specific legislation of the sector. The amounts are estimated as a percentage of the Company’s total payroll.

 

For more information on the main transactions, see Explanatory Notes 4, 10, 12, 19, 21, 22, 24 and 28.

 

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31) — FINANCIAL INSTRUMENTS

 

The financial instruments used by the Company are restricted to Cash and cash equivalents, Consumers and traders, Amounts receivable from the Minas Gerais State Government, Loans and financings, Debentures and currency swaps; the gains and losses obtained on the transactions are registered in full by the accrual method.

 

The Company’s financial instruments were recognized at fair value and are classified as follows:

 

·                  Held for trading: In this category are cash investments and derivative investments (mentioned in item “b”). They are valued at fair value and the gains or losses are recognized directly in the income statement.

·                  Receivables: In this category are credits receivable from consumers and traders, and credits receivable from the Government of Minas Gerais State. They are recognized at their nominal realization value, similar to the fair values.

·                  Loans and financings, and Obligations under debentures: These are measured at the amortized cost using the effective interest rates method, and adjusted to fair value. Gains or losses are recognized in the income statement as and when they take place.

·                  Derivative financial instruments: These are valued at fair value and the gains or losses are recognized directly in the income statement.

 

a) Management of risks

 

The management of corporate risks is a management tool that is part of the practices of Corporate Governance and aligned with the process of planning, which sets the strategic objectives of the Company’s business.

 

The Company has a Financial Risks Management Committee, which aims to implement guidelines and monitor the financial risk of transactions which might negatively affect the Company’s liquidity and profitability, recommending hedge/protection strategies in relation to foreign exchange, interest rate and inflation risks. These have effects that are in line with the Company’s strategy.

 

Cemig’s principal exposure risks are listed below:

 

Exchange rate risk

 

Cemig and its subsidiaries are exposed to the risk of increase in exchange rates, especially of the US dollar against the real, with significant impact on indebtedness, profit and cash flow. For the purpose of reducing the Company’s exposure to increases in exchange rates, on June 30, 2009 Cemig had hedge transactions contracted, which are described in more detail in item b.

 

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The net exposure to exchange rates is as follows:

 

 

 

Consolidated and Holding

 

 

 

company

 

EXPOSURE TO EXCHANGE RATES

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

US dollar (Note 19)

 

 

 

 

 

Loans and financings

 

316,827

 

410,514

 

(–) Contracted hedges / swaps (*)

 

(31,339

)

(61,909

)

 

 

285,488

 

348,605

 

Yen (Note 19)

 

 

 

 

 

Loans and financings

 

80,214

 

91,516

 

(–) Contracted hedge transactions

 

(78,604

)

(90,543

)

 

 

1,610

 

973

 

Other foreign currencies (Note19)

 

 

 

 

 

Loans and financings

 

 

 

 

 

Euro

 

22,914

 

26,768

 

Other

 

3,945

 

4,897

 

 

 

26,859

 

31,665

 

Net liability exposure

 

313,957

 

381,243

 

 


(*) Includes the contracted transaction for R$ 75,000.

 

The Company estimates that, in a probable scenario, the appreciation of the exchange rates of foreign currencies against the Real in the next 12 months will be 4.53%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the exchange rate of 25% and 50%, in relation to the scenario that it rates as probable — considering these alternative scenarios as “possible” and “remote”, respectively.

 

 

 

 

 

 

 

“Possible”

 

“Remote”

 

 

 

Base

 

“Probable”

 

scenario:

 

scenario”

 

Risk – FX exposure

 

scenario

 

scenario

 

depreciation of

 

depreciation of

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

316,827

 

331,178

 

413,973

 

496,767

 

(–) Contracted hedges and swaps

 

(31,339

)

(32,759

)

(40,948

)

(49,138

)

 

 

285,488

 

298,419

 

373,024

 

447,629

 

Yen

 

 

 

 

 

 

 

 

 

Loans and financings

 

80,214

 

83,847

 

104,809

 

125,771

 

(–) Contracted hedge transactions

 

(78,604

)

(82,164

)

(102,706

)

(123,247

)

 

 

1,610

 

1,683

 

2,104

 

2,524

 

Other foreign currencies

 

 

 

 

 

 

 

 

 

Loans and financings

 

 

 

 

 

 

 

 

 

Euro

 

22,914

 

23,952

 

29,940

 

35,928

 

Other

 

3,945

 

4,124

 

5,155

 

6,186

 

Net liability exposure

 

313,957

 

324,054

 

405,068

 

486,081

 

Net effect of exchange rate depreciation

 

 

 

(10,097

)

(91,111

)

(172,124

)

 

Interest rate risk

 

Cemig and its subsidiaries are exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 71,123 at June 30, 2009 (R$ 96,364 on March 31, 2009).

 

In relation to the risk of increase in domestic interest rates, the Company’s exposure arises from its net liabilities indexed to variation in interest rates, which are as follows:

 

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Consolidated

 

Holding company

 

EXPOSURE TO BRAZILIAN INTEREST RATES

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments (Note 3)

 

2,016,806

 

2,614,275

 

87,628

 

210,132

 

Regulatory assets (Note 5)

 

1,583,488

 

1,740,596

 

 

 

 

 

3,600,294

 

4,354,871

 

87,628

 

210,132

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures (Note 19)

 

(5,169,459

)

(5,194,587

)

(74,651

)

(83,005

)

Regulatory assets (Note 5)

 

(646,539

)

(623,789

)

 

 

Contracted hedges / swaps (Note 31)

 

(109,943

)

(152,452

)

 

 

 

 

(5,925,941

)

(5,970,828

)

(74,651

)

(83,005

)

Net liability exposure

 

(2,325,647

)

(1,615,957

)

12,977

 

127,127

 

 

In relation to the risk of increase in the Selic interest rate, considered to be the most significant interest rate risk, the Company estimates that, in a probable scenario, the Selic rate on June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, in relation to the scenario that it considers as “probable” — considering these alternative scenarios as “possible” and “remote”, respectively.

 

 

 

 

 

“Probable”

 

“Possible

 

“Remote”

 

 

 

Base scenario:

 

scenario: Selic

 

scenario: Selic

 

scenario: Selic

 

Risk — Increase in domestic interest rates

 

Selic 9.16%

 

9.00%

 

11.25%

 

13.50%

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments

 

2,016,806

 

2,013,579

 

2,058,957

 

2,104,335

 

Regulatory assets

 

1,583,488

 

1,580,954

 

1,616,583

 

1,652,211

 

 

 

3,600,294

 

3,594,534

 

3,675,540

 

3,756,547

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

(5,169,459

)

(5,161,188

)

(5,277,501

)

(5,393,814

)

Regulatory liabilities

 

(646,539

)

(645,505

)

(660,052

)

(674,599

)

Contracted hedge / swap transactions

 

(109,943

)

(109,767

)

(112,241

)

(114,715

)

 

 

(5,925,941

)

(5,916,459

)

(6,049,793

)

(6,183,127

)

Net liability exposure

 

(2,325,647

)

(2,321,926

)

(2,374,253

)

(2,426,580

)

Net effect of the variation in the Selic rate

 

 

 

3,721

 

(48,606

)

(100,933

)

 

Credit risk

 

The risk arising from the possibility of Cemig and its subsidiaries incurring losses as a result of difficulty in receiving amounts billed to its clients is considered to be low. The Company carries out monitoring for the purpose of reducing default, on an individual basis, with its consumers. Negotiations are also established to make possible receipt of any receivables in arrears.

 

Energy scarcity risk

 

The electricity sold is generated, almost entirely, by hydroelectric power plants. A prolonged period of scarcity of rainfall could result in the reduction of the volume of water in the Company’s reservoirs, adversely affecting the recovery of their volume and resulting in losses as a result of increased costs of acquisition of electricity, or reduction of revenues in the event of adoption of a renewed rationing program, like the one put in place by the federal government in 2001.

 

Risk of early maturity of debt

 

The Company and its subsidiaries have contracts for loans, financings and debentures, with the restrictive covenant clauses normally applicable to these types of operation, related to the meeting of economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. Some of the restrictive covenants were not complied with. The Company obtained formal waivers from the creditors (see Explanatory Note 19) that they will not exercise their rights to demand immediate payment nor early maturity of the debtor balance.

 

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Risk of non-renewal of concessions

 

The Company has concessions for commercial operation of generation, transmission and distribution services, and its Management expects that they will be renewed by ANEEL and/or the Mining and Energy Ministry. If the regulatory bodies do not grant the applications for renewals of these concessions, or if they decide to renew them upon imposition of additional costs for the Company (“concessions for consideration”) or setting of a price ceiling, the present levels of activity and profitability could be altered.

 

b) Financial instruments — derivatives

 

The derivative instruments contracted by Cemig and its subsidiaries have the purpose of protecting their operations against the risks arising from foreign exchange variation and are not used for speculative purposes.

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require cash payments: only the gains or losses that actually occur are recorded. The net results of these transactions amounted to losses in the second quarters of 2009 and 2008 in the amounts of R$ 76,846 and R$ 34,073, respectively, posted in Financial revenue (expenses).

 

Methodology of calculation of the fair value of positions

 

The fair value of financial investments is calculated taking into consideration the market prices of the security, or market information that makes such calculation possible, and future rates for similar securities. The market value of the security corresponds to its maturity value brought to present value by the discount factor obtained from the market yield curve in Reais.

 

The table below shows the derivative instruments contracted by the subsidiaries Cemig GT and Cemig D on June 30, 2009.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Effect

 

 

 

 

 

 

 

 

 

 

 

 

 

Lost not realized

 

Receivable

 

Payable

 

Receivable by

 

 

 

Maturity

 

Market

 

Principal amount contract

 

Book Value

 

Fair Value

 

Amount

 

Amount

 

CEMIG

 

Payable by CEMIG

 

period

 

Trading

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

06/30/2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$ 
exchange rate +
interest (5.58%p.a.
to 7.48%p.a.)

 

R$
100%of CDI + interest
(1.50%p.a.. to 3.01%p.a.)

 

From 04/2009
to 06/2013

 

Over the
counter (OTC)

 

US$54,488

 

US$59,135

 

(115.680

)

(94.724

)

(118.080

)

(98.826

)

 

(12.020

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

¥(Japanese Yen)
exchange rate +
interest (3.90 %
p.a.)

 

R$
Brazilian interest rate -
CDI (111%of CDI)

 

12/2009

 

Over the
counter (OTC)

 

¥3,878,825

 

¥3,878,825

 

(25.561

)

(12.501

)

(40.812

)

(14.608

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ 106%of CDI

 

R$ or US$
48%of CDI or exchange
rate (the highest)

 

04/2010

 

Over the
counter (OTC)

 

R$75,000

 

R$75,000

 

89

 

(1.812

)

89

 

(1.812

)

1.588

 

(355

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(141.152

)

(109.037

)

(158.803

)

(115.246

)

1.588

 

(12.375

)

 

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c) Sensitivity analysis

 

The two first derivate instruments shown in the table above indicate that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate on June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the CDI rate of 25% and 50%, in relation to June 30, 2009 — scenarios which it assesses as “possible” and “remote”, respectively. In these “possible” and “remote” scenarios, the CDI rate at June 30, 2010, would be: 11.25% and 13.50%, respectively.

 

The last derivative instrument shown in the previous table indicates that the Company is exposed to the monthly variation in the exchange rate for the US dollar against the Real if it is higher than 48% of the variation in the CDI rate. The Company estimates that the exchange rate of the US dollar against the Real on June 30, 2010 will be R$ 2.04. The Company has made a sensitivity analysis on the effects on the Company’s results arising from a uniform increase in the US dollar exchange rate of 25% and 50%, respectively, in the next 12 months — scenarios of which we rate the chances as “possible” and “remote”, respectively. In these “possible” and “remote” scenarios, the US$ exchange rate at June 30, 2010, would be: R$ 2.55 and R$ 3.06, respectively.

 

 

 

 

 

“Probable”

 

“Possible”

 

“Remote”

 

 

 

Base

 

scenario

 

scenario

 

scenario

 

 

 

 

 

 

 

 

 

 

 

Risk - Increase in domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts in US$ and Yen

 

(184,943

)

(184,647

)

(188,808

)

(192,970

)

Net effect of the variation in the Selic rate

 

 

 

296

 

(3,865

)

(8,027

)

 

 

 

 

 

 

 

 

 

 

Risk – Increase in US$ exchange rate

 

 

 

 

 

 

 

 

 

Contracts updated at 106.00% of CDI

 

75,000

 

78,397

 

97,997

 

117,596

 

Net effect of variation of US$ 

 

 

 

(3,397

)

(22,997

)

(42,596

)

 

32) FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D AND LIGHT SESA

 

a) Cemig D

 

Tariff Review — final levels decided

 

In March 2009 ANEEL homologated the final result of the Tariff Review of Cemig D, the effects of which take place from April 2008.

 

The final result of the Company’s second Tariff Review was an average reduction of 19.62%, which compares with the average reduction of 18.09% applied on a provisional basis in April 2008.

 

As a result of the homologation of the final tariff review, ANEEL recalculated the amounts which, in its judgment, should have been those effectively recognized in the Company’s tariff adjustment as from April 2008.

 

The effects on the income statement relate primarily to the reduction in the value of the “Reference Company” used as a basis for reimbursement of the Company’s manageable costs; and also to a review by ANEEL of the criterion for calculation of the reimbursements, in the tariff, of the financial regulatory assets, which resulted in discounting of amounts which, in the regulator’s view, were included in excess in the Company’s tariff in 2008.

 

These amounts, totaling R$ 203,615, recorded in Current liabilities, under Regulatory liabilities — Tariff Review, are being transferred monthly to the income statement, on a linear basis, in the period from April 8, 2009 to April 7, 2010.

 

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b) Light SESA

 

Result of the second periodic Tariff Review of Light SESA

 

At a public meeting held on November 4, 2008, ANEEL provisionally set the structural Tariff Repositioning for Light Serviços de Eletricidade S.A. at 1.96%, taking effect on November 7, 2008. Considering the additional financial items of 2.30%, the impact on the tariff was 4.27%. As a result of the removal from the tariff base of a financial component of –0.41% which had been added in the annual adjustment of 2007, the average effect on the tariff perceived by consumers was 4.70%.

 

We note that the level of regulatory losses and the calculation of efficient operational costs (the “Reference Company” and Default) are provisional.

 

ANEEL set, also provisionally, the Xe component of the X factor, to be applied as a reduction factor, in real terms, of Portion B in the subsequent tariff adjustments, of 2009 and 2012, at 0.00%

 

With the conclusion of the improvements in the methods for the second cycle of Tariff Reviews on November 25, 2008, the final values will be set after decision in a Public Consultation process, expected to take place in October 2009.

 

33) — TARIFF ADJUSTMENT OF CEMIG D

 

On April 7, 2009 ANEEL published the result of the Tariff Adjustment of Cemig D. This increased the Company’s tariffs by 20.81% as from April 8, 2009.

 

The adjustment applied differently to different consumer categories. Electricity bills of residential consumers were increased by 4.87%, while invoices for high-voltage captive consumers were increased by an average of 9.42%. The overall average increase in the electricity bills of captive consumers was 6.21%.

 

The total average percentage increase for low-voltage captive and free consumers was 4.87%, and for high-voltage consumers as a whole the increase was 4.43%. The overall average impact on client invoices of captive and free consumers was an increase of 4.69%.

 

34) — SUBSEQUENT EVENT

 

On July 14, 2009, CEMIG acquired interest that belong to Brookfield of the voting shares of the transmission group companies TBE, representing 4.9% of its shares representing EATE, ENTE, ETEP and ERTE and 3.8% of ECTE, int the amount of R$ 25,047. The total interest of CEMIG in the group companies will be as follows:

 

Transmission Company

 

CEMIG Interest
%

 

ETEP - Empresa Paraense de Transmissão de Energia

 

39.33

 

ENTE - Empresa Norte de Transmissão de Energia

 

36.69

 

ERTE - Empresa Regional de Transmissão de Energia

 

36.69

 

EATE - Empresa Amazonense de Transmissão de Energia

 

35.34

 

ECTE - Empresa Catarinense de Transmissão de Energia

 

13.37

 

 

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35) — SUMMARY FINANCIAL STATEMENTS BY COMPANY

 

 

 

 

 

 

 

 

 

 

 

ERTE,EATE,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ETEP,ENTE,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DESCRIPTION

 

HOLDING

 

CEMIG - GT

 

CEMIG - D

 

RME Light

 

ECTE

 

GASMIG

 

INFOVIAS

 

CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATION

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

11.295.101

 

8.609.629

 

9.639.881

 

2.284.067

 

630.174

 

529.935

 

297.462

 

169.977

 

133.013

 

686.958

 

(8.528.619

)

25.747.578

 

Cash and cash equivalents

 

121.322

 

1.220.408

 

262.031

 

142.875

 

29.910

 

89.425

 

33.688

 

68.902

 

44.220

 

237.496

 

 

2.250.277

 

Accounts receivables

 

1.683.174

 

473.130

 

1.811.514

 

393.929

 

20.155

 

164.831

 

 

5.730

 

13.750

 

35.764

 

(64.227

)

4.537.750

 

Regulatory Assets

 

 

22.319

 

1.531.109

 

76.300

 

 

 

 

 

 

 

 

1.629.728

 

Other Assets

 

517.754

 

925.828

 

1.562.478

 

560.783

 

27.355

 

36.577

 

50.561

 

24.716

 

3.138

 

59.964

 

(89.946

)

3.679.208

 

Investments/Fixed assets

 

8.972.851

 

5.967.944

 

4.472.749

 

1.110.180

 

552.754

 

239.102

 

213.213

 

70.629

 

71.905

 

353.734

 

(8.374.446

)

13.650.615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

11.295.101

 

8.609.629

 

9.639.881

 

2.284.067

 

630.174

 

529.935

 

297.462

 

169.977

 

133.013

 

686.958

 

(8.528.619

)

25.747.578

 

Suppliers and Supplies

 

5.762

 

98.022

 

558.900

 

117.251

 

2.471

 

45.112

 

7.458

 

7.436

 

6.234

 

16.787

 

(95.761

)

769.672

 

Loans, financings and debentures

 

74.651

 

3.192.993

 

2.589.948

 

554.290

 

306.808

 

 

 

 

 

91.794

 

977.529

 

7.788.013

 

Interest on equity and dividends

 

490.820

 

153.302

 

521.484

 

11.959

 

16.163

 

12.376

 

8.150

 

19.765

 

18.877

 

85.166

 

(847.242

)

490.820

 

Post-employment obligations

 

55.233

 

273.176

 

870.846

 

251.529

 

 

 

 

 

 

 

 

1.450.784

 

Other liabilities

 

457.797

 

833.495

 

2.610.509

 

636.041

 

36.667

 

134.988

 

10.474

 

33.194

 

7.265

 

73.571

 

(188.699

)

4.645.302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minorities

 

 

 

 

383.613

 

8.536

 

 

 

 

 

 

 

392.149

 

Stockholders' equity

 

10.210.838

 

4.058.641

 

2.488.194

 

329.384

 

259.529

 

337.459

 

271.380

 

109.582

 

100.637

 

419.640

 

(8.374.446

)

10.210.838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

187

 

1.777.588

 

2.775.325

 

682.039

 

44.641

 

118.048

 

49.264

 

23.691

 

15.162

 

77.761

 

(221.916

)

5.341.790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel

 

(17.917

)

(169.432

)

(513.154

)

(31.192

)

(1.451

)

(5.939

)

(4.019

)

(492

)

(567

)

(2.089

)

 

(746.252

)

Post-employment obligations

 

(2.835

)

(14.666

)

(45.879

)

(5.122

)

 

 

 

 

 

 

 

(68.502

)

Materials

 

(165

)

(6.692

)

(40.643

)

(2.735

)

(288

)

(472

)

(603

)

(343

)

(73

)

(154

)

 

(52.168

)

Raw materials

 

 

(4.070

)

 

 

 

 

 

 

 

 

 

(4.070

)

Outsourced services

 

(5.799

)

(52.892

)

(247.959

)

(30.688

)

(2.554

)

(2.481

)

(5.549

)

(2.036

)

(1.567

)

(10.096

)

 

(361.621

)

Royalties for use of water resources

 

 

(70.090

)

 

 

 

 

 

(1.014

)

(513

)

(1.267

)

 

(72.884

)

Eletricity bought for resale

 

 

(70.914

)

(1.243.570

)

(372.223

)

 

 

 

 

(464

)

(2.357

)

179.421

 

(1.510.107

)

Charges for use of the basic transmission network

 

 

(142.414

)

(254.942

)

(48.738

)

 

 

 

 

(1.825

)

(9.223

)

42.495

 

(414.647

)

Depreciation and amortization

 

(93

)

(112.815

)

(162.938

)

(38.220

)

(4.454

)

(2.023

)

(14.283

)

(1.115

)

(1.086

)

(6.502

)

 

(343.529

)

Operational provisions

 

17.787

 

(552

)

(24.433

)

(37.647

)

 

 

(348

)

 

 

(1.418

)

 

(46.611

)

Gas purchased for resale

 

 

 

 

 

 

(84.875

)

 

 

 

 

 

(84.875

)

Other expenses, net

 

(15.172

)

(30.193

)

(94.024

)

(13.268

)

(752

)

(2.547

)

(6.444

)

(221

)

(159

)

(1.365

)

 

(164.145

)

 

 

(24.194

)

(674.730

)

(2.627.542

)

(579.833

)

(9.499

)

(98.337

)

(31.246

)

(5.221

)

(6.254

)

(34.471

)

221.916

 

(3.869.411

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit (loss) before Equity gains in subsidiaries and financial revenues (expenses)

 

(24.007

)

1.102.858

 

147.783

 

102.206

 

35.142

 

19.711

 

18.018

 

18.470

 

8.908

 

43.290

 

 

1.472.379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial revenues (expenses)

 

6.561

 

(93.222

)

(7.261

)

(3.925

)

(4.610

)

8.398

 

1.415

 

3.085

 

2.111

 

16.484

 

 

(70.964

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) before Income Tax, Social Contribution and employees' profit shares

 

(17.446

)

1.009.636

 

140.522

 

98.281

 

30.532

 

28.109

 

19.433

 

21.555

 

11.019

 

59.774

 

 

1.401.415

 

Income tax and Social Contribution

 

(64.233

)

(308.781

)

(1.035

)

(20.131

)

(4.818

)

(8.878

)

(3.737

)

(7.281

)

(1.583

)

(13.015

)

 

(433.492

)

Minorities

 

 

 

 

(34.675

)

(143

)

 

 

 

 

 

 

(34.818

)

Employees profit shares

 

(1.891

)

(16.217

)

(51.102

)

(3.519

)

 

 

 

(105

)

(54

)

(181

)

 

(73.069

)

Net profit for the period

 

(83.570

)

684.638

 

88.385

 

39.956

 

25.571

 

19.231

 

15.696

 

14.169

 

9.382

 

46.578

 

 

860.036

 

 

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Table of Contents

 

CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

 

Net profit

 

In the first half of 2009 Cemig reported consolidated net profit of R$ 860,036, which compares with consolidated net profit of R$ 1,125,152 in the first half of 2008 — a reduction of 23,56%. The significantly lower net profit is mainly due to non-recurring events in this first half, including the effects of the Final Tariff Review of Cemig D, and the provision for the PDV Voluntary Retirement Program.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in first quarter 2009 was R$ 1,815,908, compared with R$ 2,061,196 in first quarter 2006, a reduction of 11.90%. Adjusted for non-recurring items, Ebitda was 0.07% lower year-on-year.

 

Due to the announcement of the Transmission Tariff Review for Cemig GT, ANEEL decided on repositioning of the Company’s Annual Permitted Transmission Revenue (RAP) at 5.35%, in the financial amount of R$ 158,090, arising from the effect of the repositioning being backdated to 2005.

 

With the announcement of the final Tariff Review of Cemig D, ANEEL included in the tariff to be applied as from April 8, 2009 certain financial items relating to previous business years, with resulted in recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be received from consumers applied in the period from April 8, 2009 through April 7, 2010.

 

These financial items relate principally to the reduction of the costs of the “Reference Company” used by ANEEL in calculating reimbursement to the Company of its controllable costs, with effect backdated to April 2008. Recognition of this non-recurring item results in an impact of R$ 192,816 on Ebitda, as shown in this table:

 

The PDV Voluntary Retirement Program also impacted Ebitda in first half 2009, in the amount of R$ 191,184. 992 employees joined this program — 189 from Cemig GT, 772 from Cemig D, and 31 from the holding company.

 

EBITDA — R$ ‘000

 

06/30/2009

 

06/30/2008

 

Change, %

 

Net profit

 

860,036

 

1,125,152

 

(23.56

)

+ Provision for current and deferred income tax and Social Contribution

 

433,492

 

619,137

 

(29.98

)

+ – Financial revenues (expenses)

 

70,964

 

(159,095

)

 

+ Depreciation and amortization

 

343,529

 

371,856

 

(7.62

)

+ Profit shares

 

73,069

 

43,967

 

66.19

 

+ Minority interests

 

34,818

 

60,179

 

(42.14

)

= EBITDA

 

1,815,908

 

2,061,196

 

(11.90

)

Non-recurring items:

 

 

 

 

 

 

 

- Review of Transmission Revenue – Technical Note 214/2009

 

(158,090

)

 

 

+ – Tariff review – Net revenue

 

213,803

 

(62,464

)

 

– + Tariff review – Operational expense

 

(20,987

)

4,330

 

 

– + The PPD Voluntary Retirement Program

 

(486

)

39,753

 

 

+ The PDV Temporary Voluntary Retirement Program

 

191,184

 

 

 

= ADJUSTED EBITDA

 

2,041,332

 

2,042,815

 

(0.07

)

 

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Table of Contents

 

GRAPHIC

 

The lower Ebitda in 1H09 than in 1H08 mainly reflects operational costs and expenses (excluding effects of depreciation and amortization) 6.22% higher. The higher expenses in 2008 were reflected in Ebitda margin, which was 38.58% in 1H09, compared with 33.98% in 1H08.

 

Gross supply of electricity

 

Revenue from gross supply of electricity in the first half of 2009 was R$ 6,807,195, compared to R$ 6,900,990 in the first half of 2008 — a reduction of 1.36%.

 

This result arises basically from the following factors, in relation to final consumers:

 

·             Tariff increase for Cemig D with average effect on consumer tariffs of 4.69%, starting from April 8, 2009;

·             Reduction in the tariff of Cemig D, with average impact across all consumer tariffs of a reduction of 12.08%, from April 8, 2008 (full effect in 2009).

·             Volume of energy invoiced to final consumers 3.63% lower (this excludes Cemig’s own internal consumption).

·             Posting of regulatory liabilities arising from the adjustment in the Company’s Tariff Review, this with effect backdated to 2008, representing a reduction in gross revenue of R$ 213,803, in 2009.

·             Recognition, in 2008, of non-recurring revenue relating to financial items of previous years which were included in the tariff of Cemig D, resulting in the constitution of regulatory assets in the gross amount of R$ 67,194.

 

Electricity sold to final consumers (MWh)
(Data not audited by external auditors)

 

 

 

MWh

 

Consumption by consumer category

 

30/06/09

 

30/06/08

 

Change,%

 

Residential

 

4,867,733

 

4,497,914

 

8.22

 

Industrial

 

11,132,465

 

12,491,728

 

(10.88

)

Commercial, services and others

 

3,097,434

 

2,941,221

 

5.31

 

Rural

 

976,569

 

960,835

 

1.64

 

Public authorities

 

526,023

 

510,595

 

3.02

 

Public illumination

 

615,390

 

611,388

 

0.65

 

Public service

 

659,398

 

684,624

 

(3.68

)

Total

 

21,875,012

 

22,698,305

 

(3.63

)

 

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Table of Contents

 

Revenue from wholesale electricity sales

 

The revenue from electricity sales to other concession holders was R$ 823,881 in 1H09, 33% more than in 1H08 (R$ 619,473).

 

This is mainly due to 12.76% higher volume of electricity sold, in 1H09, to other concession holders and under “bilateral contracts” - through two new electricity auctions of supply to distributors, for tariffs between R$ 125.00 and R$ 145.77. Part of the electricity that previously went to industrial consumers was sold in this market, in view of the reduction in demand from those consumers due to the international economic crisis, and its impacts on industrial production. The volume of electricity sold to other consumers and under bilateral contracts was 6,273,509 MWh in the first half of 2009, compared to 5,563,520 MWh in 1H08.

 

Revenue from use of the network — Free Consumers

 

Revenue from use of the grid was 6.16%, or R$ 62,429, higher in 1H09, at R$ 1,076,287, compared to R$ 1,013,858 in 1H08).

 

Revenue from the Tariff for Use of the Distribution System (TUSD) of Cemig Distribuição and Light was 10.19% higher, at R$ 598,663, in 1H09, than in 1H08 (R$ 666,555). This revenue comes from charges to Free Consumers on the electricity sold by other agents of the electricity sector, and was lower due to lower volume of transport of electricity to these free consumers, reflecting the effect of the recession on Brazilian manufacturing output.

 

Also included in the balance on this line are revenues from use of the basic grid and the connection system, which were R$ 477,624 in 1H09, compared with R$ 347,303 in 1H08. See Explanatory Note 25 to the consolidated Quarterly Information.

 

Non-controllable costs

 

Differences between the sum of non-controllable costs (known as “CVA”), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets and Liabilities. Complying with the ANEEL Chart of Accounts, some items are allocated as Deductions from operational revenue. Further information is given in Explanatory note No. 9 to the Quarterly Information.

 

As from March 2008 the Company began to receive, in the tariff, the amounts posted in assets under “Portion A”. The portion of non-controllable costs which were actually received in the tariff is transferred to Operational expenses.

 

Deductions from operational revenues

 

Deductions from operational revenues totaled R$ 2,822,219 in 1H09, compared to R$ 2,863,156 in 1Q08, 1.43% lower year-on-year. Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account — CCC

 

The deduction from revenue relating to the CCC in 1 H09 was R$ 274,669, compared to R$ 187,483 in 1H08, an increase of 46.50%. This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an ANEEL Resolution. This is a non-controllable cost. The amount posted for electricity distribution services is the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed on to Eletrobrás.

 

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Table of Contents

 

Energy Development Account — CDE

 

The deduction from revenue for the CDE was R$ 195,421 in 1H09, compared to R$ 196,701 in 1H08, a reduction of 0.65%. The payments are specified by an ANEEL Resolution. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to free consumer on the invoice for the use of the grid, and passed on to Eletrobrás.

 

The other deductions from revenue are for taxes that are calculated as a percentage of billing. Hence their variations arise substantially from the changes in revenue. Note that the taxes applicable to the extraordinary adjustments mentioned above and deducted from revenue in 2009 have not been calculated.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding net financial revenue/expenses) in the first quarter of 2009 totaled R$ 3,869,411, compared to R$ 3,691,263 in the first half of 2008, an increase of 4.83%. This result mainly reflects the increases in personnel costs, electricity bought for resale, charges for use of the basic transmission grid, and outsourced services, partially offset by lower cost of post-employment obligations and operational provisions. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses in 1 H09 were R$ 746,252, compared to R$ 577,862 in the first half of 2008, an increase of 29.14%. This primarily reflects the following factors:

 

·                  Salary increase of 7.26% given to employees in November 2008.

·                  Provision for the PDV Voluntary Retirement Program, in the amount of R$ 191,184, in 1H09.

 

On the other hand, the following factors contributed to lower personnel expenses:

 

·                  Reduction in the number of employees, from 10,458 at the end of June 2008 to 10,144 at the end of June 2009.

·                  Higher transfer of costs from Personnel expenses to Works in progress (R$ 63,920 in 2009, vs. R$ 53,951 in 2008), due to the larger capital expenditure program in 2008.

 

Electricity bought for resale

 

The expense on this account in first half 2009 was R$ 1,510,107, 4.00% more than the figure of R$ 1,452,023 for this account in the first half of 2008. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

Depreciation and amortization

 

The expense on depreciation and amortization was 7.62% lower, at R$ 343,529 in 1 H09, compared with R$371,856 in 1H08. This variation arises from depreciation in the “Special Obligations”, from April 8, 2008, the start date of the second Tariff Review cycle.

 

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Table of Contents

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 68,502 in 1 H09, 45.42% lower than in 1 H08 (R$ 125,512). These expenses basically represent the interest applicable to Cemig’s actuarial obligations, net of the investment yield expected from the assets of the plans, estimated by an external actuary. The reduction in this expense reflects the reduction in the present value of the obligations recorded, as a result of the increase in the interest rate used to discount these obligations to present value.

 

Operational provisions

 

Operational provisions in 1 H09 totaled R$ 46,611, 62.32% less than in 1 H08 (R$ 123,697). The lower figure is mainly due to reversal, in June 2009, of the provision for civil lawsuits on the subject of tariff increases, in the amount of R$ 26,804, due to finalization of the cases. For more information please see Explanatory Notes 22 and 28 to the Consolidated Quarterly Information.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in the first quarter of 2009 was R$ 414,647, vs. R$ 355,675 in the first quarter of 2008, a reduction of 16.58%.

 

This expense refers to the charges payable by electricity distribution and generation agents for use of the facilities that are components of the basic grid, as set by an ANEEL Resolution. This is a non-controllable cost: the deduction from revenue recognized in the Income statement corresponds to the value actually passed through to the tariff.

 

Gas purchased for resale

 

The cost of gas purchased for resale was R$ 84,875 in first half 2009, 23.19% lower than in the first quarter of 2008 (R$ 110,502). This variation is mainly due to a lower quantity of gas being bought, due to less operation of thermal plants — Gasmig’s clients — in 1 H09.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 70,964 in 1 H09, which compares with net financial revenues of R$ 159,095 in first half 2008. The main factors in Financial revenue (expenses) are:

 

·                       Revenue from penalty payments applied to arrears on settlement of electricity bills 38.07% lower in 1H09, at R$ 61,015, compared to R$ 98,520 in 1H08. This variation mainly reflects Cemig D’s higher revenue in 2008, relating to accounts received from major industrial consumers for consumption in prior years — the principal amounts of which were considerably less than the amounts added as penalty payments for delay in settlement.

 

·                       Revenue from monetary updating on amounts receivable under the General Agreement for the Electricity Sector 63.37% lower. This revenue in 1 H09 was R$ 26,688, compared to R$ 72,864 in 1 H08 — basically reflecting the lower value of the regulatory assets in 2009, due to amortization of the principal regulatory assets previously constituted.

 

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Table of Contents

 

·                       Revenue from monetary updating and interest on the Deferred Tariff Adjustment 96.68% lower, at R$ 1,802 in 1 H09, than in 1 H08 (R$ 54,204), due to the reduction of the asset by receipt of amounts receivable, in electricity invoices. For further details please see Explanatory Note 11 to the Consolidated Quarterly Information.

 

·                       Lower monetary updating on loans and financings, at R$ 6,049 in 1H09 compared with R$ 51,927 in 1 H08 — reflecting lower variation in inflation indices in 1 H09 than in 1 H08.

 

·                       Revenue reported in 2008 of R$ 108,090 from the final court decision in favor of Light in an action challenging the application of the PIS and Cofins taxes to financial revenue.

 

·                       Financial Revenue of R$ 82,702 in the first half of 2008 — for the financial compensation paid by the stockholders of RME for CEMIG’S waiver of its option to purchase the generation assets of Light for a pre-agreed amount.

 

For a breakdown of financial revenues and expenses, see Explanatory Note 29 to the Consolidated Quarterly Information.

 

Income tax and Social Contribution tax

 

Cemig’s expenses on income tax and the Social Contribution in the first half of 2009 totaled R$ 433,492, on profit of R$1,401,415 before tax effects, a percentage of 30.93%. Cemig’s expenses on income tax and the Social Contribution in the first half of 2008 totaled R$ 619,137, on profit of R$1,848,435 before tax effects, a percentage of 33.50%. These effective rates are compared with the nominal rates in Note 10 to the Consolidated Quarterly Information.

 

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Table of Contents

 

INCOME STATEMENTS FOR THE SECOND QUARTERS OF 2009 AND 2008

 

 

 

Second

 

Second

 

Change,

 

 

 

Quarter 2009

 

Quarter 2008

 

%

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

Gross supply of electricity

 

3,670,692

 

3,325,747

 

10.37

 

Revenue for use of the network

 

624,195

 

532,266

 

17.27

 

Other operational revenues

 

142,259

 

182,609

 

(22.10

)

Gross operational revenue

 

4,437,146

 

4,040,622

 

9.81

 

Deductions from operational revenue

 

(1,461,678

)

(1,414,678

)

3.32

 

Net operational revenue

 

2,975,468

 

2,625,944

 

13.31

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

Personnel, managers and board members

 

(448,231

)

(293,499

)

52.72

 

Post-employment obligations

 

(34,515

)

(63,844

)

(45.94

)

Materials

 

(26,192

)

(24,096

)

8.70

 

Raw materials

 

(4,070

)

(19,922

)

(79.57

)

Outsourced services

 

(200,962

)

(156,899

)

28.08

 

Electricity bought for resale

 

(838,265

)

(726,657

)

15.36

 

Depreciation and amortization

 

(172,487

)

(170,375

)

1.24

 

Royalties for use of water resources

 

(36,766

)

(31,195

)

17.86

 

Operational provisions

 

6,876

 

(27,344

)

 

Charges for the use of the basic transmission grid

 

(210,456

)

(183,351

)

14.78

 

Gas purchased for resale

 

(45,561

)

(57,082

)

(20.18

)

Other operational expenses, net

 

(102,102

)

(62,307

)

63.87

 

 

 

(2,112,731

)

(1,816,571

)

17.86

 

Operational profit (loss) before financial revenue (expenses)

 

862,737

 

809,373

 

6.59

 

FINANCIAL REVENUE (EXPENSES)

 

(33,207

)

238,207

 

 

Profit before income tax and Social Contribution tax

 

829,530

 

1,047,580

 

(20.81

)

Income tax and Social Contribution tax

 

(199,635

)

(292,051

)

(31.64

)

Deferred income tax and Social Contribution tax

 

(45,858

)

(50,989

)

(10.06

)

Profit shares

 

(45,645

)

(21,909

)

108.34

 

Minority interests

 

(14,598

)

(47,759

)

(69.43

)

Net profit for the period

 

523,794

 

634,872

 

(17.50

)

 

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Profit for the quarter

 

In the second quarter of 2009 (2Q09), Cemig reported net profit of R$ 523,794, 17.50% less than the net profit of R$ 634,872 reported for the second quarter of 2008 (2Q08). This was basically due to operational costs and expenses 16.36% higher, and the variation in Financial revenue (expenses), partially offset by Net operational revenue 13.31% higher. Cemig posted net financial expenses of R$ 33,207 in 2Q09, compared with net financial revenue of R$ 238,207 in 2Q08.

 

The higher operational costs and expenses basically reflect cost of electricity bought for resale 15.36% higher, and personnel expenses 53.06% higher, as a result of the cost of the PDV Temporary Voluntary Retirement Program — a total of R$ 191,184 — being posted in the second quarter of 2009. Please refer to additional comments in the specific items of this report.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in the second quarter of 2009 was 5.66% lower than its Ebitda for the second quarter of 2008. Adjusted for the non-recurring items, it was 4.96 higher.

 

Due to the announcement of the Transmission Tariff Review for Cemig GT, ANEEL decided on repositioning of the Company’s Annual Permitted Transmission Revenue (RAP) at 5.35%, in the financial amount of R$ 158,090, arising from the effect of the repositioning being backdated to 2005.

 

EBITDA — R$ ‘000

 

2Q09

 

2Q08

 

Change, %

 

Net profit

 

523,794

 

634,872

 

(17.50

)

+ Income tax and Social Contribution

 

245,493

 

343,040

 

(28.44

)

+ Profit shares

 

45,645

 

21,909

 

108.34

 

- Financial revenue (expenses)

 

33,207

 

(238,207

)

 

+ Depreciation and amortization

 

172,487

 

170,375

 

1.24

 

+ Minority interests

 

14,598

 

47,759

 

(69.43

)

EBITDA

 

1,035,224

 

979,748

 

5.66

 

Non-recurring items:

 

 

 

 

 

 

 

- Review of Transmission Revenue — Technical Note 214/2009

 

(158,090

)

 

 

+ The PDV Temporary Voluntary Retirement Program

 

191,184

 

 

 

+ the PPD Permanent Voluntary Retirement Program

 

1,734

 

39,753

 

(95.64

)

= ADJUSTED EBITDA

 

1,070,052

 

1,019,501

 

4.96

 

 

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In spite of operational costs and expenses (excluding depreciation and amortization) being 17.86% higher, Ebitda was 5.66% higher in 2Q09 than in 2Q08. This was due to the good performance in sales, with a positive impact of 13.31% on net revenue. The high increase in operational costs and expenses had a negative impact on Ebitda margin, which was 37.31% in 2Q08, but 34.79% in 2Q09.

 

Gross supply of electricity

 

 

 

MWh (*)

 

R$ 

 

 

 

 

 

 

 

Change,

 

 

 

 

 

Change,

 

 

 

2Q09

 

2Q08

 

%

 

2Q09

 

2Q08

 

%

 

Residential

 

2,421,497

 

2,261,334

 

7.08

 

1,116,182

 

1,106,731

 

0.85

 

Industrial

 

5,538,838

 

6,390,225

 

(13.32

)

916,748

 

959,230

 

(4.43

)

Commercial, services and others

 

1,530,866

 

1,463,691

 

4.59

 

672,911

 

650,125

 

3.50

 

Rural

 

521,051

 

504,412

 

3.30

 

135,220

 

131,989

 

2.45

 

Public authorities

 

267,399

 

274,008

 

(2.41

)

115,208

 

110,574

 

4.19

 

Public illumination

 

304,096

 

309,487

 

(1.74

)

75,321

 

76,880

 

(2.03

)

Public service

 

332,335

 

354,238

 

(6.18

)

96,583

 

97,213

 

(0.65

)

Sub-total

 

10,916,082

 

11,557,395

 

(5.55

)

3,128,173

 

3,132,742

 

(0.15

)

Own consumption

 

12,841

 

13,409

 

(4.24

)

 

 

 

Subsidy for low-income consumers

 

 

 

 

45,629

 

21,811

 

109.20

 

Uninvoiced supply – Regulatory asset

 

 

 

 

 

38,807

 

 

Supply not invoiced, net

 

 

 

 

(28,497

)

(168,437

)

(83.08

)

 

 

10,928,923

 

11,570,804

 

(5.55

)

3,145,305

 

3,024,923

 

3.98

 

Supply to other concession holders (**)

 

3,525,472

 

2,851,254

 

23.65

 

456,680

 

256,952

 

77.73

 

Transactions in electricity on CCEE

 

450,841

 

553,717

 

(18.58

)

7,697

 

43,872

 

(82.46

)

Effect of the Final Tariff Review (***)

 

 

 

 

61,010

 

 

 

Total

 

14,905,236

 

14,975,775

 

(0.47

)

3,670,692

 

3,325,747

 

10.37

 

 


(*) Information in MWH not reviewed by external auditors.

 

Revenue from gross supply of electricity in 2Q09 was R$ 3,670,692, 10.37% more than in 2Q08 (R$ 3,325,747).

 

Main factors affecting revenue in 2Q09:

 

·                       Tariff adjustment with average impact on consumer tariffs of 4.69%, starting from April 8, 2009.

·                       Reduction in the tariff of Cemig D, with average impact across all consumer tariffs of a reduction of 12.08%, from April 8, 2008.

·                       Volume of energy invoiced to final consumers 5.55% lower (this excludes Cemig’s own internal consumption).

 

Revenues from energy sold to other concession holders totaled R$ 456,680 in 2Q09, 77.73% more than in 2Q08 (R$ 256,952). This is mainly due to the volume of energy sold to other concession

 

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holders under ‘bilateral contracts’ being 23.65% higher, due to new contracts made at auctions of electricity to distributors, in which the MWh was sold for tariffs varying from R$ 125.00 to R$ 145.77.

 

Revenue from use of the grid

 

This refers to the TUSD, charged to Free Consumers, on energy sold, and also from the revenue for use of Cemig GT’s own basic transmission grid. It was 17.27% higher in 2Q09, at R$ 624,195, than in 2Q08 (R$ 532,266). The difference is mainly due to the accounting, in June 2009, of Annual Permitted Revenue (RAP) from previous periods, totalling R$ 158,090, as a result of the Review of the Transmission Tariff being backdated over the period from July 1, 2005 to June 2009.

 

Non-controllable costs

 

Differences between the sum of non-controllable costs (known as “CVA”), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets and Liabilities. Due to a change in ANEEL’s plan of accounts, some items were transferred to the item “Deductions from operational revenues”. For more information, please see Explanatory Notes 2 and 7 to the Quarterly Information.

 

Deductions from operational revenues

 

 

 

2Q09

 

2Q09

 

Change, %

 

ICMS tax

 

743,632

 

774,297

 

(3.96

)

Cofins tax

 

315,499

 

301,350

 

4.70

 

PIS and Pasep taxes

 

68,461

 

60,542

 

13.08

 

ISS value-added tax on services

 

950

 

1,075

 

(11.63

)

 

 

1,128,542

 

1,137,264

 

(0.77

)

 

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

48,627

 

43,207

 

12.54

 

Energy Efficiency Program – P.E.E.

 

9,888

 

9,806

 

0.84

 

Energy Development Account – CDE

 

101,959

 

99,314

 

2.66

 

Fuel Consumption Account – CCC

 

152,049

 

110,258

 

37.90

 

Research and Development – R&D

 

8,158

 

6,879

 

18.59

 

National Scientific and Technological Development Fund – FNDCT

 

8,353

 

6,253

 

33.58

 

Energy System Expansion Research (EPE / Energy Ministry)

 

4,102

 

1,687

 

143.15

 

Emergency Capacity Charge

 

 

10

 

 

 

 

333,136

 

277,414

 

20.09

 

 

 

1,461,678

 

1,414,678

 

3.32

 

 

Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account — CCC

 

The deduction from revenue for the CCC was R$ 152,049 in 2Q09, 37.90% more than in 2Q08 (R$ 110,258). This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an ANEEL Resolution. This is a non-controllable cost. The amount posted for electricity distribution services is the amount passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed on to Eletrobrás.

 

Energy Development Account — CDE

 

The deduction from revenue for the CDE was R$ 101,959 in 2Q09, compared to R$ 99,314 in 2Q08, an increase of 2.66%, This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge,

 

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since the CCC is charged to Free Consumers on the invoice for the use of the grid, and passed onto Eletrobrás.

 

The other deductions from revenue are of taxes calculated as a percentage of billing, and their variations thus substantially arise from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 2,113,720 in 2Q09, 16.36% more than in 2Q08 (R$ 1,816,571). This is mainly due to the increases in personnel costs and Electricity bought for resale, partially offset by the reduction in Operational provisions, Raw materials and Post-employment obligations.

 

The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses totaled R$ 448,231 in 2Q09, 52.76% more than in 2Q08 (R$ 293,499). This reflects the salary increase of 7.26% given to employees in November 2008, and the provision of R$ 191,184 for the PPD Permanent Voluntary Retirement Program, posted in 2Q09.

 

Electricity bought for resale

 

The expense on this account in 2Q09 was R$ 838,265, 15.36% more than the expense of R$ 726,657 in 2Q08. This change is mainly due to 23.86% increase in average rate of energy purchased in the 2009/2010 cycle pricing. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff. For more information, please see Explanatory Note 28 to the Quarterly Information.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 34,515 in 2Q09, 45.94% more than in 2Q08 (R$ 63,844). These expenses basically represent the interest applicable to Cemig’s actuarial obligations, net of the investment yield expected from the assets of the plans, estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made to the actuarial assumptions in December 2008, which resulted in a reduction of the Company’s net obligations.

 

Operational provisions

 

Operational provisions were constituted as revenue of R$ 6,876 in 2Q09, compared with an expense of R$ 27,344 in 2Q08. This is due to the reversal, in June 2009, of provisions of 26,804 for civil lawsuits on tariff increases, due to finalization of the cases.

 

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Financial revenues (expenses)

 

 

 

2Q09

 

2Q08

 

Change,
%

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Revenue from cash investments

 

65,657

 

68,192

 

(3.72

)

Arrears penalty payments on electricity bills

 

33,502

 

47,812

 

(29.93

)

Interest and monetary updating on accounts receivable from the Minas Gerais state government

 

8,998

 

8,921

 

0.86

 

Monetary updating of CVA

 

9,766

 

9,689

 

0.79

 

Monetary updating on General Agreement for the Electricity Sector

 

11,242

 

27,658

 

(59.35

)

Monetary updating on Deferred Tariff Adjustment

 

25

 

28,307

 

(99.91

)

FX variations

 

69,001

 

33,448

 

106.29

 

Pasep and Cofins taxes on financial revenues

 

(18,412

)

(19,058

)

(3.39

)

Gains on financial instruments

 

(547

)

2,164

 

 

Financial compensation – RME

 

 

82,702

 

 

Adjustment to present value

 

317

 

62,003

 

(99.49

)

Other

 

25,632

 

49,516

 

(48.23

)

 

 

205,181

 

401,354

 

(48.88

)

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(150,212

)

(179,200

)

(16.18

)

Monetary updating on General Agreement for the Electricity Sector

 

(510

)

(1,776

)

(71.28

)

Monetary updating – CCEE

 

(4,013

)

 

 

Monetary updating of CVA

 

1,802

 

(10,539

)

 

FX variations

 

(7,282

)

10,204

 

(171.36

)

Monetary updating on loans and financings

 

(2,233

)

(27,908

)

(92.00

)

CPMF tax

 

 

(1,434

)

 

Provision for losses on recovery of Extraordinary Tariff Recomposition and “Free Energy” amounts – updating

 

(416

)

(7,397

)

(94.38

)

Adjustment to present value

 

(4,571

)

(4,905

)

(6.81

)

Losses on financial instruments

 

(55,576

)

(31,236

)

77.92

 

Reversal of provision for PIS and Cofins taxes

 

2,107

 

108,090

 

(98.05

)

Other

 

(17,484

)

(17,046

)

2.57

 

 

 

(238,388

)

(163,147

)

46.12

 

 

 

(33,207

)

238,207

 

 

 

Financial revenue (expenses) was significantly different between the two periods. The main factors are:

 

·                       Revenue from arrears penalty payments for late payment of electricity bills 29.93% lower in 2Q09, at R$ 33,502, compared to R$ 47,812 in 2Q08. This basically related to payment of accounts received from large industrial consumers related to previous years, the principal amounts of which were considerably less than the added amounts related to financial charges applied.

 

·                       The Company recognized a financial gain in the second quarter of 2008, in the amount of R$ 82,702, for the financial compensation to be paid by the stockholders of RME for Cemig’s waiver of exercise of an option to buy the rights of the partners of RME over the generation assets of Light for a previously agreed amount. There are more details in Explanatory Note 29.

 

·                       Revenue from adjustment to present value in 2008, totaling R$ 62,003, applied to the balance of some financings, debentures and obligations payable for concessions for consideration, in compliance with Law 11,638/07.

 

·                       Revenue from monetary variation on the General Agreement for the Electricity Sector 59.35% lower at R$ 11,242 in 2009, compared to R$ 27,658 in 2008 – reflecting the lower value of the regulatory assets in 2009, due to the principal regulatory assets previously posted (RTE and Deferred Tariff Adjustment) having been amortized.

 

·                       Revenue reported in 2008 of R$ 108,090 from the final court decision in favor of Light in an action challenging the application of the PIS and Cofins taxes to financial revenue.

 

·                       Costs of loans and financings 16.18% lower, due to amortizations of debt in 2008 and the lower variation in the CDI rate (the main indexor of contracts) in 2009.

 

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Income tax and Social Contribution tax

 

Cemig’s expenses on income tax and the Social Contribution tax in 2Q09 totaled R$ 245,493, on profit of R$ 829,530 before tax effects, a percentage of 29.59%. The Company’s expenses on income tax and the Social Contribution tax in 2Q08 were R$ 343,040, on profit of R$ 1,047,580 before tax effects, a percentage of 32.75%.

 

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OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

Information not reviewed by our external auditors.

 

Investor Relations

 

In the first half of 2009, through strategic actions aiming to enable investors and stockholders to have a correct valuation of our businesses and our prospects for growth and addition of value, we increased Cemig’s exposure to the Brazilian and global capital markets as the leading company in its industry.

 

We maintain a constant and proactive flow of communication with Cemig’s investor market, strengthening our credibility, seeking to increase interest in our securities and ensure that investors are satisfied with them.

 

Our results are published though video webcasts and conference calls, with simultaneous translation into English, at which members of the Executive Board are always present — developing an increasingly transparent relationship, in line with the best corporate governance practices.

 

To serve our stockholders spread over 46 countries, and facilitate optimum coverage of investors, Cemig was present in Brazil and worldwide at innumerable seminars, conferences and meetings with investors, congresses, and roadshows; and also held video and telephone conference calls with analysts, investors and other parties interested in the capital markets.

 

In May, for the 14th year running, we held our now traditional Cemig Meeting with the Capital Markets and Investors, together with Apimec, the Brazilian Capital Markets and Analysts’ Association, in Uberlândia, Minas Gerais, where these professionals once again had the opportunity to interact with the company’s directors and principal executives.

 

Corporate governance

 

Our corporate governance model is based on principles of transparency, equity and accountability, focusing on clear definition of the roles and responsibilities of the Board of Directors and the Executive Board in the formulation, approval and execution of policies and guidelines for managing the company’s business.

 

We seek sustainable development of the Company through balance between the economic, financial, environmental and social aspects of our enterprises, aiming to improve the relationship with our stockholders, clients, and employees, the public at large and other stakeholders.

 

Cemig’s preferred and common shares have been listed under Corporate Governance Level 1 on the São Paulo Stock Exchange since 2001 (with tickers CMIG3 and CMIG4 respectively). This classification represents a guarantee to our stockholders of optimum reporting of information, and also that stockholdings are relatively widely dispersed. Because Cemig has ADRs (American Depository Receipts) listed on the New York Stock Exchange, representing preferred shares (with ticker CIG) and common shares (ticker CIG.C), it is also subject to the regulations of the US Securities and Exchange Commission (SEC) and the New York Stock Exchange Listed Companies Manual. Our preferred shares have been listed on the Latibex of the Madrid stock exchange (with ticker XCMIG) since 2002.

 

Since the end of 2006 our material procedures related to preparation of the Consolidated Financial Statements have been compliant with the requirements of Section 404 of the Sarbanes-Oxley law of the US.

 

Our bylaws include the targets of the Strategic Plan, and our dividend policy:

 

·                  – to keep consolidated indebtedness equal to or less than 2 times Ebitda.

 

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·                  – to keep the consolidated ratio (Net debt) / (Net debt + Stockholders’ equity) equal to or less than 40%.

·                  – consolidated funds in Current assets to be limited to 5% of Ebitda.

·                  – consolidated funds allocated to capital expenditure in each business year to be limited to 40% of Ebitda (this varied, exceptionally, to 65% in 2006, and 55% in 2007).

·                  – to invest only in distribution, generation and transmission projects which offer real minimum internal rates of return equal to or more than those specified in the company’s Long-Term Strategic Plan, subject to the legal obligations.

·                  – to limit the expenses of the subsidiary Cemig Distribuição (Cemig D), and of any subsidiary which operates in distribution of electricity, to amounts not greater than the amounts recognized in the tariff adjustments and reviews.

 

The Board of Directors may authorize numbers in excess of these standards, in response to temporary needs, up to the following limits:

 

·                  – consolidated debt: maximum of 2.5 times Ebitda.

·                  – consolidated ratio (Net debt) / (Net debt + Stockholders’ equity): maximum of 50%.

·      – consolidated funds in Current assets: maximum of 10% of Ebitda.

 

The stockholders’ agreement signed between the government of Minas Gerais State and Southern Electric Brasil Participações Ltda. (SEB) in 1997, has been suspended by the Brazilian courts. Appeals filed by SEB are before the federal courts.

 

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Board of Directors

 

Meetings

 

Our Board of Directors met 24 times in 2008, to discuss strategic planning, expansion projects, acquisition of new assets, and various other investments, among other subjects.

 

Membership, election and period of office

 

The present Board of Directors was elected on April 29, 2009, by the cumulative voting method, as specified by Article 141 of Law 6404 of December 15, 1976, as amended. Our Board of Directors is made up of 14 members, of whom eight are elected by the government of the State of Minas Gerais, five by the stockholder Southern Electric Brasil Participações Ltda. — SEB, and one by the minority holders of preferred shares.

 

The periods of office of the present members of the Board of Directors expire at the Annual General Meeting of Stockholders to be held in 2010.

 

Principal responsibilities and attributions:

 

The Board of Directors has the following responsibilities and attributions, as well as those conferred on it by law:

 

·                  Decision, before signing, on any contract signed between Cemig and any of its stockholders or their parent companies.

·                  Decision on any sale of assets, loans or financings, charge on the company’s property, plant or equipment, guarantees to third parties, or other legal acts or transactions, with value of R$ 5 million or more.

·                  Authorization for issuance of securities in the domestic or external market to raise funds.

·                  Approval of the Long-term Strategic Plan, and revisions of it, and of the Multi-year Strategic Implementation Plan and revisions of it, and the Annual Budget.

 

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Since 2006 Cemig has had committees, made up of members of the Board of Directors, to carry out prior discussion and analysis on matters to be decided by the Board, as follows:

 

1.     Board of Directors’ Support Committee;

2.     Corporate Governance Committee;

3.     Human Resources Committee;

4.     Strategy Committee;

5.     Finance Committee; and,

6.     Audit and Risks Committee.

 

Qualification and remuneration

 

The members of the Board of Directors have training and experience in a wide range of areas (business administration, engineering, law, diplomacy, etc.), and very broad experience in business management. Their remuneration is 20% of the average paid to our Directors, and does not include any share purchase options.

 

A list with the names of the members of the Board of Directors and their résumés is on our website at: www.cemig.com.br under Institutional >> Boards.

 

Audit Committee

 

As well as the Brazilian Corporate Law, in relation to the requirements of the Sarbanes-Oxley law, to which we are subject due to our shares being registered with the US Securities and Exchange Commission (SEC), the capital markets regulator of the United states, we opted for the exemption allowed by the Exchange Act, rule 10-3A, and regulated by SEC release 82-1234, which accepts the activity of the Audit Board as an alternative to the Audit Committee specified by the Sarbanes-Oxley law.

 

The Executive Board

 

The Executive Board is made up of eight members whose individual functions are set by the company’s bylaws. They are elected by the Board of Directors for periods of office of three years. They may be reelected, and may also be dismissed at any time by the Board of Directors.

 

Members are allowed also to hold simultaneous non-remunerated positions in the management of wholly-owned subsidiaries, subsidiaries or affiliates of Cemig, on decision by the Boards of Directors of those companies. They are also, obligatorily, members, with the same positions, of the Boards of Directors of Cemig GT (Generation and Transmission) and Cemig D (Distribution).

 

The periods of office of the present Chief Officers expire at the first meeting of the Board of Directors held after the Ordinary General Meeting of Stockholders of 2012.

 

The members of the Executive Board and brief résumés are on our website: www.cemig.com.br.

 

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The Chief Officers have individual responsibilities established by the Board of Directors and the Bylaws, including:

 

·                  Current management of the company’s business, complying with the bylaws, the Longterm Strategic Plan, the Multi-Year Strategic Implementation Plan, and the Annual Budget.

·                  Decision on any disposal of goods, loans or financings, charges of any of the company’s property, plant or equipment, guarantees to third parties, or other legal acts or transactions in amounts less than R$ 14 million.

 

The Executive Board normally meets weekly. It held 70 meetings in 2008.

 

A list of the names and summary resumes of its members is available on our website: www.cemig.com.br – under >> Institutional >> Boards.

 

The Audit Board

 

Meetings

 

The Audit Board held 10 meetings in 2008.

 

Membership, election and period of office

 

We have a permanent Audit Board, made up of five sitting members and their respective substitute members. They are elected by the Annual General Meeting of Stockholders, for periods of office of one year, and may be reelected. They are:

 

·                  one member elected by the holders of the preferred shares;

·                  one member elected by the holders of the common shares not belonging to the controlling stockholder group, representing at least 10% of the registered capital; and

·                  three members appointed by the majority stockholder.

 

The members of the Audit Board are listed on our website: www.cemig.com.br.

 

Principal responsibilities and attributions:

 

As well as the attributions specified by Law 6404 of December 15, 1976, as amended, in relation to the Sarbanes-Oxley law – to which we are subject due to our shares being registered with the Securities and Exchange Commission (SEC), the capital markets regulator of the United states – we opted to exercise the exemption allowed by Rule 10-3A of the Exchange Act, regulated by SEC Release 82-1234, which accepts the activity of the Audit Board as an alternative to the Audit Committee as defined by the Sarbanes-Oxley law.

 

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Qualification and remuneration

 

The Audit Board is a multi-disciplinary body, made up of members with various competencies (accounting, economics, business administration, and others). Their remuneration is 10% of the average paid to the Chief Officers.

 

Résumé information on its members are on our website: www.cemig.com.br.

 

The Sarbanes-Oxley Law

 

Cemig has obtained certification of its internal controls for mitigation of risks involved in the preparation and disclosure of the financial statements, in accordance with an opinion by the external auditors, Deloitte Touche Tohmatsu Auditores Independentes, issued in accordance with Section 404 of the Sarbanes-Oxley Law and the rules of the Public Company Accounting Oversight Board (PCAOB), which is a part of the annual 20-F report relating to the business year ending December 31, 2006, filed with the US Securities and Exchange Commission (SEC) on July 23, 2007.

 

A link was established between the potentially significant controls and accounting records in the financial statements for 2008, and the design of the processes and key controls for ensuring mitigation of the risks associated with the preparation and disclosure of the financial statements for the year ended December 31, 2008 was validated with our new external auditors, KPMG Auditores Independentes.

 

Management of corporate risks

 

Corporate risk management is a management tool that is an integral part of our corporate governance practices. For it to have maximum efficacy, and for it to be more easily included in the organization’s culture, we aim to align it with the company’s process of Strategic Planning – which defines the strategic objectives of the company’s business. Other instances of management that relate to corporate risk management include: The Corporate Governance Committee, Compliance with the Sarbanes-Oxley Law, the Budget Prioritization Committee, Internal Auditing, the Energy Risks Management Committee, the Insurable Risks Committee, and the Control and Management Committee.

 

Cemig’s corporate risks management structure was put in place in 2003. The risks matrix was revised for the first time in 2004, and a second time in 2005-6, aiming to identify changes in relation to the level of performance expected for each process. The result has been an improvement in the effectiveness of the strategic controls, a commitment to implementation of the mitigating action plans proposed and, consequently, reduction of the financial impact and the probability of occurrence of innumerable risks.

 

The method for measurement of risks that Cemig has chosen is the ORCA method, which was put in place with the assistance of external consultants, based on four dimensions: objectives; risks; internal controls; and alignment.

 

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To ensure safety, confidentiality of information, and speed in the process of periodic revision and review of the matrix of corporate risks, we use the SGIR (Integrated Risk Management System) application, which embodies the methodology referred to above. Cemig also has a site giving employees access to information on the subject, which enables the risks identified by managers to be continuously and dynamically monitored.

 

Functional structure

 

The main determining factor for the option adopted for functional structure is decentralized management by Risk Managers. This expresses the corporative and matricial nature of the function, with monitoring centralized by the Corporate Risk Management Unit, which generates relevant information with a systemic view and meets the demands of the Corporate Risk Management Committee. The Committee analyzes and prioritizes the actions established by the Board of Directors and the Executive Board.

 

Challenges

 

The main challenges to be faced by corporate risk management in Cemig are:

 

·                  Improvement of the methodology of calculation of financial exposure risks, to provide the maximum possible objectivity for the assessment made by managers, offering senior management maximum security in the process of taking decisions. The results expected are: improvement in the quality of the information related to the matrix, and guarantee of compliance with the directive guidelines that arise from the Corporate Risk Management Policy.

 

·                  Creation of standard reports, to meet the needs of various decision levels in the company.

 

Statement of Ethical Principles and Code of Professional Conduct

 

The approval by Cemig’s Board of Directors in May 2004 of the Declaration of Ethical Principles and Code of Professional Conduct (www.cemig.infoinvest.com.br/CorporateGovernance/EthicalPrinciples), confirms an important step in improving our internal system of corporate governance, and increasing our corporate transparency. The Declaration is divided into 11 Principles that reflect ethical conduct and values that are incorporated into our culture.

 

Cemig’s Ethics Committee was created on August 12, 2004, to coordinate all actions relating to management of the Declaration of Ethical Principles and Code of Professional Conduct. This includes assessment and decision on any possible non-compliances with the document.

 

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In December 2006 we created the Information Channel, to be used only by Cemig employees and workers. It enabled the Ethics Committee to receive anonymous reports, via an open channel on our intranet – the Anonymous Information Channel. Items reported here should include irregular practices contrary to the Company’s interests, including: financial fraud, including adulteration, falsification or suppression of financial, tax or accounting documents; misappropriation of goods or funds; receipt of undue advantages by managers or employees; irregular contracting; and other practices considered to be illegal.

 

The Ethics Committee

 

This was created on August 12, 2004, with three sitting members and three substitute members, and is responsible for management (interpretation, publicizing, application and updating) of the Code of Professional Conduct.

 

It can receive and investigate any reports of violations of the ethical principles and rules of conduct, provided they are presented in a written document signed by the interested party, and sent to the address: CEMIG, Av. Barbacena 1200, S.A. / 17° / B2, accompanied by indication of the means of proof (witnesses, documents or other sufficient and appropriate means). They can also be sent by email or telephone – the address and phone number are well known to all the company’s employees.

 

In December 2006 we put in place our Anonymous Information Channel, available on the corporate intranet, the purpose of which is to receive, submit and process accusations of irregular practices, such as financial fraud, undue appropriation of assets, receipt of irregular advantages or illegal contracting.  This channel is one more step for the company in the direction of improving transparency, correct behavior and the concept of corporate governance within Cemig. This new instrument of corporate governance improves the management of our employees and of our business, and reaffirms our ethical principles.

 

The Statement of Ethical Principles and Code of Professional Conduct of Cemig is based on 11 Principles, which express the ethical conduct and values incorporated into its culture. It is available on our website at http://cemig.infoinvest.com.br.

 

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POSITION OF STOCKHOLDERS WITH MORE THAN 5% OF THE VOTING STOCK ON JUNE 30, 2009

 

 

 

COMMON

 

 

 

PREFERRED

 

 

 

TOTAL

 

 

 

 

 

SHARES

 

 

 

SHARES

 

 

 

SHARES

 

 

 

STOCKHOLDER

 

(thousands)

 

%

 

(thousands)

 

%

 

(thousands)

 

%

 

State of Minas Gerais

 

138,175,720

 

50.96

 

 

0.00

 

138,175,720

 

22.27

 

Other entities of Minas

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerais State

 

36,544

 

0.01

 

6,415,884

 

1.84

 

6,452,428

 

1.00

 

Total, controlling stockholder

 

138,212,264

 

50.97

 

6,415,884

 

1.84

 

144,628,148

 

23.27

 

Southern Electric Brasil

 

 

 

 

 

 

 

 

 

 

 

 

 

Participações Ltda.

 

89,383,266

 

32.96

 

 

0.00

 

89,383,266

 

14.41

 

 

STOCKHOLDERS OF SOUTHERN ELECTRIC BRASIL PARTICIPAÇÕES LTDA. ON JUNE 30, 2009

 

Item

 

Name

 

Number of shares (Units)

 

%

 

1

 

Cayman Energy Traders

 

321,480,876

 

91.75

 

2

 

524 Participações S.A.

 

28,913,419

 

8.25

 

 

1 – Non-Brazilian company.

2 – Listed company; Opportunity Alfa FIA Fund holds 99.99% of its registered capital.

 

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SHARES OF THE CONTROLLING STOCKHOLDER, SENIOR MANAGEMENT AND MEMBERS OF THE AUDIT BOARD

 

 

 

30.06.2009

 

30.06.2008

 

 

 

ON shares

 

PN shares

 

ON SHARES

 

PN SHARES

 

CONTROLLING STOCKHOLDER

 

138,212,264

 

6,415,884

 

110,569,812

 

4,974,466

 

BOARD OF DIRECTORS

 

7,902

 

438

 

6,319

 

850

 

Alexandre Heringer Lisboa

 

1

 

 

1

 

 

André Araújo Filho

 

1

 

 

 

 

Andréa Leandro Silva

 

7

 

 

6

 

 

Antônio Adriano Silva

 

1

 

 

1

 

 

Britaldo Pedrosa Soares

 

1

 

 

 

 

Cezar Manoel de Medeiros

 

1

 

 

 

 

 

 

Clarice Silva Assis

 

1

 

 

 

 

Djalma Bastos de Morais

 

 

50

 

 

40

 

Eduardo Lery Vieira

 

1

 

 

1

 

 

Evandro Veiga Negrão de Lima

 

7,649

 

 

6,120

 

 

Fernando Henrique Schüffner Neto

 

 

386

 

 

309

 

Francelino Pereira dos Santos

 

1

 

 

1

 

 

Franklin Moreira Gonçalves

 

1

 

 

1

 

 

Guilherme Horta Gonçalves Junior

 

1

 

 

1

 

 

Guy Maria Villela Paschoal

 

10

 

 

8

 

 

Jeffery Atwood Safford

 

1

 

 

 

 

João Camilo Penna

 

1

 

1

 

1

 

500

 

José Castelo Branco da Cruz

 

1

 

 

 

 

Kleber Antônio de Campos

 

1

 

 

 

 

Lauro Sergio Vasconcelos David

 

1

 

 

1

 

 

Luiz Antônio Athayde Vasconcelos

 

1

 

 

1

 

 

Marco Antônio Rodrigues da Cunha

 

1

 

 

1

 

 

Maria Amália Delfim de Melo Coutrim

 

1

 

 

1

 

 

Maria Estela Kubitschek Lopes

 

1

 

 

1

 

 

Paulo Sérgio Machado Ribeiro

 

88

 

1

 

71

 

1

 

Roberto Pinto Ferreira Mameri Abdenur

 

127

 

 

102

 

 

Sérgio Alair Barroso

 

1

 

 

 

 

Thomas Anthony Tribone

 

1

 

 

 

 

 

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NOME

 

STOCK HELD

 

 

 

06.30.2009

 

06.30.2008

 

 

 

ON SHARES

 

PN SHARES

 

ON SHARES

 

PN
SHARES

 

EXECUTIVE BOARD

 

9

 

436

 

6

 

349

 

Djalma Bastos de Morais

 

 

50

 

 

40

 

Arlindo Porto Neto

 

1

 

 

 

 

Bernardo Afonso Salomão de Alvarenga

 

1

 

 

1

 

 

Fernando Henrique Schüffner Neto

 

 

386

 

 

309

 

José Carlos de Mattos

 

 

 

 

 

Luiz Fernando Rolla

 

6

 

 

4

 

 

Luiz Henrique de Castro Carvalho

 

 

 

 

 

Marco Antônio Rodrigues da Cunha

 

1

 

 

1

 

 

AUDIT BOARD

 

 

 

 

 

Aliomar Silva Lima

 

 

 

 

 

Ari Barcelos da Silva

 

 

 

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

 

 

 

 

Leonardo Guimarães Pinto

 

 

 

 

 

Luiz Guaritá Neto

 

 

 

 

 

Luiz Otávio Nunes West

 

 

 

 

 

Marcus Eolo de Lamounier Bicalho

 

 

 

 

 

Newton de Moura

 

 

 

 

 

Thales de Souza Ramos Filho

 

 

 

 

 

Vicente de Paulo Barros Pegoraro

 

 

 

 

 

 

SHARES IN CIRCULATION
(OTHER THAN SHARES OWNED BY THE STATE OF MINAS GERAIS) (*)

 

DATE

 

COMMON
SHARES

 

%

 

PREFERRED SHARES

 

%

 

TOTAL
SHARES

 

%

 

06.30.2009

 

132,934,068

 

49.03

 

342,541,418

 

98.09

 

475,475,486

 

76.64

 

06.30.2008

 

106,376,485

 

49.03

 

279,165,537

 

99.92

 

385,542,022

 

77.68

 

 


(*) Changes in numbers of shares arise from corporate action and/or events during 2009.

 

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INDEPENDENT AUDITORS’ REVIEW REPORT

 

To

The Board of Directors

Companhia Energéticas de Minas Gerais – CEMIG

Belo Horizonte - MG

 

1.               We have reviewed the Quarterly Financial Information – ITR of Companhia Energéticas de Minas Gerais – CEMIG (the Company) and the consolidated Quarterly Financial Information of the Company and its subsidiaries for the quarter ended June 30, 2009, comprising the balance sheet, the statements of income, changes in shareholders’ equity and of cash flows, the explanatory notes and management report, which are the responsibility of its management.

 

2.               Our review was conducted in accordance with the specific rules set forth by the IBRACON – The Brazilian Institute of Independent Auditors, in conjunction with the Federal Accounting Council – CFC, and consisted mainly of the following: (a) inquiries and discussions with the persons responsible for the Accounting, Finance and Operational areas of the company and its subsidiaries as to the main criteria adopted in the preparation of the Quarterly Financial Information – ITR; and (b) reviewing information and subsequent events that have or may have relevant effects on the financial position and operations of the Company and its subsidiaries.

 

3.               Based on our review, we are not aware of any material modification that should be made in accounting information included in the Quarterly Financial Information – ITR described above, for it to be in accordance with the rules issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Financial Information – ITR, including the Instruction CVM Nº 469/08.

 

4.               As mentioned in Note 2 to the financial information, the accounting practices adopted in Brazil have been changed in 2008 and the effects of the first time adoption were recognized of the Company and its subsidiaries on the fourth quarter of 2008 and disclosure in the financial statements for the year ended December 31, 2008. The statement of income, changes in shareholders’ equity and cash flow for the quarter ended June 30, 2008, presented in connection with the Quarterly Financial Information – ITR, did not change for comparison purposes, as permitted by Direct Release/CVM/SNC/SEP nº 02/2009 (Ofício Circular).

 

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5.               As described in Notes 8, 17 and 22 to the financial information, Companhia Energética de Minas Gerais – CEMIG and its subsidiaries have assets and liabilities recorded in relation to transactions for the sale and purchase of energy and other transactions on the Electricity Trading Chamber (CCEE) (previously called “MAE”). These amounts were recorded on the basis of calculations prepared and published by the CCEE for transactions carried out to June 30, 2009, and may be changed as a result of decisions in current Court Proceedings brought by companies in the sector, in relation to the interpretation of the rules of the wholesale energy market in effect at the moment in which referred transactions are realized.

 

6.               As described in note 32, (item b) as a result of the second periodic tariff review anticipated in the concession contracts, Aneel published, as provisional, the tariff repositioning of the indirect controlled Light Serviços de Eletricidade S.A. – Light SESA, in 1.96% to be applied in the period as from November 7, 2008. For the indirect controlled Light Serviços de Eletricidade S.A. – Light SESA, considering the financial additional of 2.30%, the tariff impact achieved 4.27%. Therefore, the possible effects as a result of the ultimate review, if any, will be reflected in the financial position of the Company and its indirect controlled Light Serviços de Eletricidade S.A. – Light SESA in subsequent periods.

 

7.               The financial statements of Fundação de Seguridade Social Braslight, the pension fund sponsored by the indirect controlled Light S.A., related to four-period ended April 30, 2009, were audited by other independent auditors, who issued an opinion thereon, dated June 2, 2009, including a paragraph commenting on a balance of R$133.5 million related to tax credits arising from the Entity’s tax immunity proceeding, already considered a final and unappealed decision, which, according to the Management’s estimates, can be offset by taxes payable in the following years. The future realization of the asset is subject to the continuance of the offset process in the Internal Revenue Service, which was suspended in September 2005. If this suspension is maintained, the Entity may eventually record a provision for the asset. This asset, which guarantees the Entity’s actuarial reserves, was deducted from calculation of the subsidiaries’ actuarial deficit, as required by CVM Resolution 371/00. Consequently, in case this amount is provisioned, the proportionally effect in the result will be R$17.4 million.

 

 

August 13, 2009

 

 

Original report in Portuguese signed by

 

 

KPMG Auditores Independentes

CRC SP014428/O-6-F-MG

 

 

Marco Túlio Fernandes Ferreira

Accountant CRCMG058176/O-0

 

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14.           Quarterly Financial Information for the quarter ended June 30, 2009, Cemig Geração e Transmissão S.A.

 

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Table of Contents

 

 

 

 

Contents

 

BALANCE SHEET

147

INCOME STATEMENT

149

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

150

STATEMENTS OF CASH FLOWS

151

 

 

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

153

1)   OPERATIONAL CONTEXT

153

2)        PRESENTATION OF THE FINANCIAL STATEMENTS

154

3)   CASH AND CASH EQUIVALENTS

155

4)        CONSUMERS AND RESELLERS

156

5)        TRADERS – TRANSACTIONS IN FREE ENERGY

156

6) REGULATORY ASSET - TRANSMISSION RATE ADJUSTMENT

157

7)   RECOVERABLE TAXES

158

8)   TAX CREDITS

159

9)   INVESTMENTS

161

10)      FIXED ASSETS

163

11) INTANGIBLE

164

12)      SUPPLIERS

164

13)      TAXES, CHARGES AND CONTRIBUTIONS

165

14)      LOANS, FINANCINGS AND DEBENTURES

166

15)      REGULATORY CHARGES

168

16)      POST-EMPLOYMENT OBLIGATIONS

168

17)      CONTINGENCY PROVISIONS

170

18)      STOCKHOLDERS’ EQUITY

171

19)      SUPPLY OF ELECTRICITY

171

20)      REVENUE FOR USE OF THE NETWORK

171

21)      DEDUCTIONS FROM OPERATIONAL REVENUE

172

22)      OPERATIONAL COSTS AND EXPENSES

172

23)      NET FINANCIAL EXPENSES

174

24)      RELATED PARTY TRANSACTIONS

174

25)      FINANCIAL INSTRUMENTS

176

 

 

CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

181

 

 

INDEPENDENT AUDITORS’ REVIEW REPORT

190

 

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Table of Contents

 

BALANCE SHEETS

 

AT JUNE 30 AND MARCH 31, 2009

ASSETS

 

(R$ ’000)

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

1,220,408

 

1,257,870

 

1,072,486

 

1,239,447

 

Consumers and traders (Note 4)

 

423,003

 

385,330

 

421,848

 

384,266

 

Concession holders – transport of energy

 

50,127

 

50,574

 

50,127

 

50,574

 

Recoverable Taxes (Note 7)

 

471,706

 

331,938

 

470,780

 

330,976

 

Traders –Transactions in Free Energy (note 5)

 

17,573

 

16,115

 

17,573

 

16,115

 

Tax credits (Note 8)

 

38,673

 

24,899

 

38,673

 

24,899

 

Inventories

 

4,013

 

3,656

 

3,769

 

3,656

 

Regulatory Asset - Adjustment (Note 6)

 

85,732

 

 

85,732

 

 

Other credits

 

73,514

 

69,220

 

65,059

 

61,530

 

TOTAL, CURRENT

 

2,384,749

 

2,139,602

 

2,226,047

 

2,111,463

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

 

Tax credits (Note 7)

 

63,716

 

77,039

 

63,716

 

77,039

 

Traders – Transactions in Free Energy (Note 5)

 

4,746

 

10,640

 

4,746

 

10,640

 

Recoverable Taxes (Note 7)

 

18,427

 

18,158

 

18,158

 

18,158

 

Deposits linked to legal actions

 

65,092

 

57,714

 

65,092

 

57,714

 

Receivable from related parties (Note 24)

 

12,699

 

10,843

 

12,699

 

10,843

 

Regulatory Asset - Rate Adjustment (Note 6)

 

72,358

 

 

72,358

 

 

Other credits

 

19,898

 

20,775

 

9,770

 

10,908

 

Total long term assets

 

256,936

 

195,169

 

246,539

 

185,302

 

 

 

 

 

 

 

 

 

 

 

Investments (Note 9)

 

1,074,017

 

1,074,537

 

1,147,372

 

1,132,220

 

Fixed assets (Note 10)

 

4,876,435

 

4,801,846

 

4,595,379

 

4,621,827

 

Intangible (Note 11)

 

17,492

 

17,240

 

14,699

 

14,453

 

TOTAL, NONCURRENT

 

6,224,880

 

6,088,792

 

6,003,989

 

5,953,802

 

TOTAL ASSETS

 

8,609,629

 

8,228,394

 

8,230,036

 

8,065,265

 

 

The Explanatory Notes are an integral part of the financial statements.

 

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BALANCE SHEETS

 

AT JUNE 30 AND MARCH 31, 2009

 

LIABILITIES

 

(R$ ’000)

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

 

 

 

 

Charges on loans and financings (Note 14)

 

464,402

 

418,079

 

460,870

 

416,080

 

Debentures (Note 14)

 

397,483

 

381,389

 

397,483

 

381,389

 

Suppliers (Note 12)

 

96,295

 

155,316

 

78,543

 

111,895

 

Taxes, charges and contributions (Note 13)

 

360,349

 

186,905

 

359,178

 

185,512

 

Interest on Equity, and dividends, payable

 

153,302

 

539,042

 

153,302

 

539,042

 

Salaries and mandatory charges on payroll

 

82,322

 

44,129

 

81,949

 

43,859

 

Regulatory charges (Note 15)

 

80,643

 

75,706

 

80,643

 

75,706

 

Profit shares

 

11,463

 

8,951

 

11,463

 

8,951

 

Debt to related parties (Note 24)

 

15,723

 

5,544

 

15,723

 

5,544

 

Post-employment obligations (Note 16)

 

18,652

 

18,473

 

18,652

 

18,473

 

Provision for losses on financial instruments (Note 25)

 

62,359

 

34,861

 

62,359

 

34,861

 

Other obligations

 

31,246

 

45,053

 

30,263

 

42,609

 

TOTAL, CURRENT

 

1,774,239

 

1,913,448

 

1,750,428

 

1,863,921

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Loans and financings (Note 14)

 

1,902,855

 

1,916,179

 

1,705,053

 

1,804,887

 

Debentures (Note 14)

 

428,253

 

272,736

 

273,750

 

272,736

 

Contingency provisions (Note 17)

 

8,495

 

7,591

 

8,495

 

7,591

 

Post-employment obligations (Note 16)

 

254,524

 

257,338

 

254,524

 

257,338

 

Taxes, charges and contributions (Note 13)

 

136,828

 

106,443

 

136,828

 

106,443

 

Regulatory charges (Note 15)

 

6,652

 

4,352

 

6,652

 

4,352

 

Other obligations

 

39,142

 

36,755

 

35,665

 

34,445

 

TOTAL, NONCURRENT

 

2,776,749

 

2,601,394

 

2,420,967

 

2,487,792

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 18)

 

 

 

 

 

 

 

 

 

Registered capital

 

2,896,785

 

2,896,785

 

2,896,785

 

2,896,785

 

Capital reserves

 

584,354

 

584,354

 

584,354

 

584,354

 

Retained earnings

 

577,502

 

232,413

 

577,502

 

232,413

 

TOTAL STOCKHOLDERS’ EQUITY

 

4,058,641

 

3,713,552

 

4,058,641

 

3,713,552

 

TOTAL LIABILITIES

 

8,609,629

 

8,228,394

 

8,230,036

 

8,065,265

 

 

The Explanatory Notes are an integral part of the financial statements.

 

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INCOME STATEMENT

 

FOR THE QUARTERS ENDED JUNE 30, 2009 AND 2008

 

(R$ ’000, except net profit per thousand shares)

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Holding

 

and Holding

 

 

 

Consolidated

 

company

 

company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

Gross supply of electricity (Note 19)

 

1,740,088

 

1,733,621

 

1,469,640

 

Revenue from use of the grid (Note 20)

 

465,609

 

465,609

 

303,482

 

Other operational revenues

 

11,148

 

11,148

 

15,277

 

 

 

2,216,845

 

2,210,378

 

1,788,399

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 21)

 

(439,257

)

(437,836

)

(405,364

)

NET OPERATIONAL REVENUE

 

1,777,588

 

1,772,542

 

1,383,035

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

COST OF ELECTRICITY (Note 22)

 

 

 

 

 

 

 

Charges for use of the basic transmission grid

 

(142,414

)

(142,414

)

(129,205

)

Electricity bought for resale

 

(70,914

)

(70,436

)

8,412

 

 

 

(213,328

)

(212,850

)

(120,793

)

COST OF OPERATION (Note 22)

 

 

 

 

 

 

 

Personnel and managers

 

(110,607

)

(110,517

)

(113,943

)

Post-employment obligations

 

(9,571

)

(9,571

)

(20,347

)

Materials

 

(6,415

)

(6,392

)

(6,396

)

Raw materials and inputs for generation

 

(4,070

)

(4,070

)

(41,707

)

Outsourced services

 

(42,311

)

(42,085

)

(36,698

)

Depreciation and amortization

 

(112,659

)

(112,228

)

(109,743

)

Reversal of provisions

 

(500

)

(500

)

1,358

 

Royalties for use of water resources

 

(70,090

)

(70,090

)

(62,338

)

Other costs of operation

 

(13,058

)

(12,929

)

(22,769

)

 

 

(369,281

)

(368,382

)

(412,583

)

 

 

 

 

 

 

 

 

TOTAL COST

 

(582,609

)

(581,232

)

(533,376

)

 

 

 

 

 

 

 

 

GROSS PROFIT

 

1,194,979

 

1,191,310

 

849,659

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSES (Note 22)

 

 

 

 

 

 

 

General and administrative expenses

 

(81,773

)

(81,773

)

(34,910

)

Sales expenses

 

(52

)

(52

)

 

Other operational expenses

 

(10,296

)

(10,295

)

(16,307

)

 

 

(92,121

)

(92,120

)

(51,217

)

PROFIT FROM THE SERVICE
(OPERATIONAL PROFIT BEFORE EQUITY GAINS AND
FINANCIAL REVENUES (EXPENSES) )

 

1,102,858

 

1,099,190

 

798,442

 

Equity gain (loss) from subsidiaries

 

 

3,064

 

 

Net financial expenses (Note 23)

 

(93,222

)

(92,863

)

(104,174

)

PROFIT BEFORE TAXATION AND PROFIT SHARES

 

1,009,636

 

1,009,391

 

694,268

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution (Note 8b)

 

(261,788

)

(261,543

)

(204,164

)

Deferred income tax and Social Contribution (Note 8 b)

 

(46,993

)

(46,993

)

3,227

 

Employees’ and managers’ profit shares

 

(16,217

)

(16,217

)

(9,839

)

NET PROFIT FOR THE PERIOD

 

684,638

 

684,638

 

483,492

 

NET PROFIT PER THOUSAND SHARES, R$ 

 

 

 

236.34

 

166.91

 

 

The Explanatory Notes are an integral part of the financial statements.

 

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE QUARTELY AND THE SEMESTER ENDED ON JUNE 30, 2009

 

(In Thousand of Reais, except for dividends and Interest on Equity per thousand shares)

 

 

 

Registered

 

Capital

 

Retained

 

 

 

 

 

capital

 

reserves

 

earnings

 

Total

 

BALANCES AT MARCH 31, 2009

 

2,896,785

 

584,354

 

232,413

 

3,713,552

 

 

 

 

 

 

 

 

 

 

 

Net profit for the period

 

 

 

452,225

 

452,225

 

Allocation of profits

 

 

 

 

 

 

 

 

 

Interest on Equity (note 18)

 

 

 

 

 

(107,136

)

(107,136

)

BALANCES AT JUNE 30, 2009

 

2,896,785

 

584,354

 

577,502

 

4,058,641

 

 

 

 

Registered

 

Capital

 

Retained

 

 

 

 

 

capital

 

reserves

 

earnings

 

Total

 

BALANCES AT DECEMBER 31, 2008

 

2,896,785

 

584,354

 

 

3,481,139

 

 

 

 

 

 

 

 

 

 

 

Net profit for the period

 

 

 

684,638

 

684,638

 

Allocation of profits

 

 

 

 

 

 

 

 

 

Interest on Equity (note 18)

 

 

 

 

 

(107,136

)

(107,136

)

BALANCES AT JUNE 30, 2009

 

2,896,785

 

584,354

 

577,502

 

4,058,641

 

 

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STATEMENTS OF CASH FLOWS

 

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Net profit for the year

 

684,638

 

483,492

 

684,638

 

483,492

 

Expenses (revenues) not affecting cash

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

112,815

 

110,915

 

112,384

 

110,915

 

Net write-offs of fixed assets

 

2,536

 

1,268

 

2,536

 

1,268

 

Equity gains (losses)

 

 

 

(3,064

)

 

Interest and monetary updating – Noncurrent

 

(5,664

)

(2,502

)

(17,468

)

(2,502

)

Regulatory asset – Tariff Revision of Transmission

 

(158,090

)

 

(158,090

)

 

Deferred federal taxes

 

46,993

 

(3,227

)

46,993

 

(3,227

)

Provisions (reversals) for operational losses

 

1,173

 

(774

)

1,173

 

(774

)

Provisions for losses on “Free Energy” transactions

 

8,306

 

17,557

 

8,306

 

17,557

 

Provision for losses on financial instruments

 

46,724

 

10,374

 

46,724

 

10,374

 

Post-employment obligations

 

14,666

 

24,008

 

14,666

 

24,008

 

Other

 

2,195

 

 

2,225

 

(14,436

)

 

 

739,680

 

626,675

 

724,411

 

626,675

 

 

 

 

 

 

 

 

 

 

 

Increase (reduction) in assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(65,270

)

(21,461

)

(64,889

)

(21,461

)

Traders – transactions in Free Energy

 

23,318

 

9,874

 

23,318

 

9,874

 

RECOVERABLE TAXES

 

(197,862

)

(233,950

)

(197,596

)

(233,903

)

Transport of energy

 

59

 

(4,206

)

59

 

(4,206

)

Tax Credit

 

2,076

 

122,748

 

2,076

 

122,748

 

Payments into Court

 

(22,685

)

(2,320

)

(15,560

)

(2,320

)

Other current assets

 

(10,235

)

4,821

 

(5,990

)

6,817

 

Others

 

13,793

 

(9,059

)

2,044

 

(9,069

)

 

 

(256,806

)

(133,553

)

(256,538

)

(131,520

)

 

 

 

 

 

 

 

 

 

 

Increase (reduction) in liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

(48,708

)

(153,410

)

(46,943

)

(152,567

)

Taxes and Social Contribution

 

288,976

 

66,751

 

288,164

 

66,676

 

Salaries and mandatory charges on payroll

 

17,822

 

(3,422

)

17,516

 

(3,401

)

Regulatory charges

 

(11,420

)

6,149

 

(11,420

)

6,149

 

Loans and financings

 

44,809

 

68,791

 

44,936

 

68,353

 

Post-employment obligations

 

(20,078

)

(23,093

)

(20,078

)

(23,093

)

Losses on financial instruments

 

936

 

(529

)

936

 

(529

)

Other

 

(49,248

)

(30,655

)

(31,186

)

(32,529

)

 

 

223,089

 

(69,418

)

241,925

 

(70,941

)

 

 

 

 

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

705,963

 

423,704

 

709,798

 

424,214

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Financings obtained

 

425,853

 

15,300

 

113,979

 

 

Payments of loans and financings

 

(31,064

)

(241,476

)

(30,494

)

(241,476

)

Interest on Equity, and dividends

 

(492,875

)

(115,970

)

(492,875

)

(115,970

)

CASH GENERATED BY FINANCING ACTIVITIES

 

(98,086

)

(342,146

)

(409,390

)

(357,446

)

 

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Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

INVESTMENTS ACTIVITIES

 

 

 

 

 

 

 

 

 

On investments

 

(287

)

(41.419

)

(45.203

)

(45.052

)

In fixed assets

 

(249.280

)

(52.450

)

(34.932

)

(30.671

)

Special Obligations – consumer contributions

 

 

8

 

 

8

 

CASH USED AT INVESTMENTS ACTIVITIES

 

(249.567

)

(93.861

)

(80.135

)

(75.715

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH POSITION

 

358.310

 

(12.303

)

220.273

 

(8.947

)

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGE IN CASH POSITION

 

 

 

 

 

 

 

 

 

At start of the year

 

862.098

 

916.288

 

852.213

 

907.116

 

At end of year

 

1.220.408

 

903.985

 

1.072.486

 

898.169

 

 

 

358.310

 

(12.303

)

220.273

 

(8.947

)

 

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EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

 

THE QUARTERS ENDED JUNE 30, 2009

 

In R$ ’000, except where otherwise stated

 

1)            OPERATIONAL CONTEXT

 

Cemig Geração e Transmissão S.A. (“Cemig GT”, “Cemig Generation and Transmission”, or “the Company”) is a Brazilian corporation registered with the Brazilian Securities Commission (CVM) for listing, and a wholly-owned subsidiary of Companhia Energética de Minas Gerais – Cemig (“Cemig”). It was created on September 8, 2004, and started operating on January 1, 2005, following of the unbundling of Cemig’s businesses. Its shares are not traded on any securities exchange.

 

The objects of Cemig GT are: a) to study, plan, project, build and commercially operate systems of generation, transmission and sale of electricity and related services for which concessions are granted, under any form of law, to it or to companies of which it maintains stockholding control; b) to operate in the various fields of energy, from whatever source, with a view to economic and commercial operation; c) to provide consultancy services within its field of operation to companies in and outside Brazil; and d) to carry out activities directly or indirectly related to its objects.

 

The National Electricity Agency (Aneel), the regulator of the Brazilian electricity sector, approved the transfer of the generation concessions from Cemig to Cemig GT by Authorizing Resolution 1338/20004.

 

Cemig GT operates 46 power plants; of which 43 are hydroelectric, one is a wind power plant and two are thermal plants; and their transmission lines, most of them part of the Brazilian national generation and transmission grid system.

 

Cemig GT has stockholdings in the following subsidiaries:

 

·                  Hidrelétrica Cachoeirão S.A. (jointly controlled, 49.00% stake): Production and sale of electricity as an independent power producer, through the Cachoeirão hydroelectric power plant, at Pocrane, in the State of Minas Gerais, with installed capacity of 27 MW (information not reviewed by the external auditors). The plant began operating in 2009.

 

Subsidiaries at pre-operational stage.

 

·                  Guanhães Energia S.A. (jointly controlled, 49.00% stake): Production and sale of electricity through building and commercial operation of the following Small Hydro Plants in Minas Gerais state: Dores de Guanhães, Senhora do Porto and Jacaré, in the municipality of Dores de Guanhães; and Fortuna II, in the municipality of Virginópolis. The plants are at construction phase, with operational start up scheduled for 2009, and have totaled installed capacity of 44 MW (information not reviewed by the external auditors).

 

·                  Cemig Baguari Energia S.A. (subsidiary, 100.00% stake) — Production and sale of electricity as an independent producer in future projects.

 

·                  Madeira Energia S.A. (jointly controlled, 10.00% stake): Implementation, construction, operation and commercial operation of the Santo Antônio Hydroelectric Plant in the Madeira river basin, in the State of Rondônia, with power of 3,150 MW (information not audited) and commercial startup scheduled for 2012.

 

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·                  Hidrelétrica Pipoca S.A. (jointly controlled, 49.00% stake): Independent production of electricity, through construction and commercial operation of the Pipoca Small Hydro Plant, with installed capacity of 20 MW (information not audited), located on the Manhuaçu River, in the municipalities of Caratinga and Ipanema, in the State of Minas Gerais. Operational startup is scheduled for April 2010.

 

·                  Baguari Energia S.A. (jointly controlled, 69.39% stake): Construction, operation, maintenance and commercial operation of the Baguari Hydroelectric Plant, through its participation in the UHE Baguari Consortium (Baguari Energia 49.00%, Neoenergia 51.00%), with installed capacity of 140 MW (information not audited), on the Doce River in Governador Valadares, Minas Gerais State. Operational start up is planned for October 2009 (1st unit), December 2009 (2nd unit), and February 2010 (3rd unit).

 

·                  Empresa Brasileira de Transmissão de Energia (“EBTE”) (jointly-controlled subsidiary, 49.00% stake): Holder of public electricity transmission concession, for transmission lines in the state of Mato Grosso. Operational startup is scheduled for June 2010.

 

2)            PRESENTATION OF THE FINANCIAL STATEMENTS

 

2.1)         Presentation of the Quarterly Information

 

The quarterly financial statements were prepared according to accounting principles adopted in Brazil, namely: the Brazilian Corporate Law; the Statements, Orientations and Interpretations issued by the Accounting Statements Committee; the rules of the Brazilian Securities Commission (CVM — Comissão de Valores Mobiliários); and rules of the specific legislation applicable to holders of electricity concessions, issued by the National Electricity Agency, Aneel.

 

The quarterly information has been prepared according to accounting principles, methods and criteria that are uniform in relation to those adopted in the previous business year. In accordance with that, the quarterly information must be read with the financial information of the previous year.

 

2.2) — Change in the Brazilian Corporate Law

 

Law 11.638/07 alters and repeals provisions, and creates new provisions, in the Brazilian Corporate Law, in the chapter relating to disclosure and preparation of financial statements. Among other aspects, this changes the criterion for recognition and valuation of certain assets and liabilities. The aim of these changes is to increase the transparency of financial statements of Brazilian companies and eliminate some regulatory barriers that were an obstacle to the process of convergence of these financial statements with International Financial Reporting Standards (IFRS):

 

Law 11.638/07 and Provisional Measuere 449/08 alters the Law 6.404/76 the aspects related to the Financial Statements.

 

In the Financial Statement of 2008, the Company has adopet for the first time the changes in the Brazilian Corporete Law made by Law 11.638 aproved on December 28, 2007, with the respective changes made by the Provisional Measure 449 on December 3, 2008.

 

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The effects in the quarterly statement because of the changes in the Corporate Law were basically, (i) the present value and (ii) financial instruments, and the impact in the net profit of the quarterly ended on June 30, 2008 were in the amount of R$15,574 and R$19,824, respectively, and those were not adjusted in the quarterly information for comparative because the amounts were imaterial.

 

2.3) The consolidated Quarterly Information (ITR)

 

The consolidated information at June 30, 2009 includes the financial statements of the Company and of the subsidiaries mentioned in Explanatory Note 1.

 

The accounting practices were applied in a uniform manner in all the companies consolidated and consistent with those used in the previous business year.

 

The companies in which control is shared were consolidated proportionately to the percentage holding. Each line in the quarterly information was, thus, consolidated after application of this holding percentage. Consequently, there is no separate line for minority interests.

 

In the consolidation the following have been eliminated: (i) holdings in the Stockholders’ equity of the subsidiaries; (ii) equity income; (iii) balances of assets and liabilities between the companies consolidated; and (iv) the balances of revenues and expenses arising from transactions between the companies consolidated.

 

The dates of the financial statements of the investee companies used for calculation of equity income and consolidation coincide with those of the holding company.

 

3)            CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Bank accounts

 

56,245

 

17,958

 

11.869

 

10,475

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank deposit certificates

 

1,121,616

 

1,193,142

 

1.018.786

 

1,182,202

 

Treasury Financial Notes (LFTs)

 

26,341

 

26,951

 

26.341

 

26,951

 

National Treasury Notes (LTNs)

 

10,705

 

163

 

10.705

 

163

 

Other

 

5,501

 

19,656

 

4.785

 

19,656

 

 

 

1,164,163

 

1,239,912

 

1.060.617

 

1,228,972

 

 

 

1,220,408

 

1,257,870

 

1.072.486

 

1,239,447

 

 

Cash investments consist of transactions carried out with Brazilian financial institutions. These transactions are contracted on normal market conditions and at normal market rates. They have high liquidity, are promptly convertible into a known amount of cash, and are subject to an insignificant risk of change in value.

 

These financial investments are, principally, bank certificates of deposit and fixed income funds, remunerated, substantially, by percentages indexed to variation in the CDI (Interbank Certificate of Deposit) rate, varying between 101% and 103% of that rate.

 

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4)            CONSUMERS AND RESELLERS

 

 

 

Balances not

 

Up to 90 days

 

More than 90

 

Total

 

Consumer type

 

yet due

 

past due

 

days past due

 

06/30/2009

 

03/31/2009

 

Holding company

 

 

 

 

 

 

 

 

 

 

 

Industrial

 

142,840

 

8,903

 

48,377

 

200,120

 

191,210

 

Wholesale supply to other concession holders

 

211,245

 

336

 

10,978

 

222,559

 

193,836

 

Provision for doubtful receivables

 

 

 

(831

)

(831

)

(780

)

 

 

354,085

 

9,239

 

58,524

 

421,848

 

384,266

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Industrial

 

1,135

 

 

 

1,135

 

1,057

 

Wholesale supply to other concession holders

 

20

 

 

 

20

 

7

 

 

 

1,155

 

 

 

1,155

 

1,064

 

Total, consolidated

 

355,240

 

9,239

 

58,524

 

423,003

 

385,330

 

 

The Company makes provisions for doubtful receivables through individual analysis of clients’ outstanding balances, taking into account the history of default, negotiations in progress and the existence of any real guarantees.

 

The provision made for doubtful credits is considered to be sufficient to cover any losses in the realization of these assets.

 

Credits receivable from an industrial consumer in the amount of R$ 46,188, not paid due to an injunction that allowed this payment not to be made until final judgment of a legal action challenging the tariff increase during the Cruzado Economic Plan made by Ministerial Order 045/86, are recorded in the accounts. The Company expects that the amounts mentioned will be received in full.

 

5)            TRADERS – TRANSACTIONS IN FREE ENERGY

 

The rights of Cemig GT in relation to the transactions in “free energy” in the Electricity Trading Chamber (CCEE, formerly MAE) during the Rationing Program are as follows:

 

 

 

Consolidated and
Holding company

 

 

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

Amounts to be received from distributors

 

40,132

 

44,152

 

Provision for losses in realization

 

(17,813

)

(17,397

)

 

 

22,319

 

26,755

 

 

 

 

 

 

 

Current

 

17,573

 

16,115

 

Noncurrent

 

4,746

 

10,640

 

 

The amounts to be received refer to the difference between the prices paid by the Company in the transactions in energy on the CCEE/MAE during the period when the Rationing Program was in force, and the amount of R$ 49.26/MWh. In the General Agreement for the Electricity Sector it was established that this difference was to be reimbursed through the amounts raised by means of the RTE.

 

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In accordance with Aneel Resolution 36 of January 29, 2003, Since March 2003 electricity distributors have obtained RTE amounts monthly by means of tariffs and passed them through to the generators and distributors who have amounts to be received, including the Company, since March 2003.

 

The amounts receivable by Cemig GT are updated by the variation in the Selic rate plus 1.00% interest per year.

 

The conclusion of some court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the time of the realization of the transactions in the ambit of the CCEE/MAE, may result in changes in the amounts recorded.

 

Provision for losses in realization

 

The provision now constituted, in the amount of R$ 17,813, represents the losses that are expected as a result of the period of receipt of the RTE from the other distributors that are still passing through funds to the Company not being sufficient for full payment of the amounts owed.

 

6)   REGULATORY ASSET - TRANSMISSION RATE ADJUSTMENT

 

The first revision of the tariff of Cemig GT was approved by ANEEL on June 17, 2009 in which the Agency has set the repositioning of the Annual Revenue Permitted (RAP) of the Company at 5.35%, retroactive to 2005.

 

Adicionaly it was established by ANEEL a financial component of R$ 158,090 to be paid to the Company throw a Parcel A revenue (PA) in 24 months. This is due to the effects of retroactive pricing repositioning occurred in the period between 1 July 2005 and June 30, 2009. The first installment of R$ 85,732 will be incorporated into the adjustment of the 2009/2010 cycle and the second installment of R$ 72,358 offset adjustment in 2010/2011, as bellow:

 

Parcel A Revenue (PA)

 

 

 

 

 

Basic network

 

128,823

 

Frontier

 

13,899

 

DIT – Other Transmission components

 

15,368

 

 

 

158,090

 

 

As provided in the concession contract of the Company, the review of the calculations were made on the basis of all transmission assets and not just for the new facilities.

 

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7)            RECOVERABLE TAXES

 

 

 

Consolidated

 

Holding Company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

31.320

 

39,361

 

30.471

 

38,466

 

Income tax

 

319.376

 

192,337

 

319.300

 

192,270

 

Social Contribution

 

107.051

 

62,101

 

107.050

 

62,101

 

Pasep tax

 

2.183

 

6,401

 

2.183

 

6,401

 

Cofins tax

 

9.975

 

30,087

 

9.975

 

30,087

 

Other

 

1.801

 

1,651

 

1.801

 

1,651

 

 

 

471.706

 

331,938

 

470.780

 

330,976

 

Noncurrent

 

 

 

 

 

 

 

 

 

ICMS recoverable

 

18.158

 

18,158

 

18.158

 

18,158

 

Income tax

 

269

 

 

 

 

 

 

18.427

 

 

18.158

 

 

 

 

490.133

 

350,096

 

488.938

 

349,134

 

 

The balances of income tax and Social Contribution tax refer to tax credits in corporate income tax returns of previous years, and payments made in 2009, which will be offset with federal taxes payable, to be calculated for the year 2009, reported in Taxes, charges and contributions.

 

The credits of ICMS recoverable arise from acquisitions of fixed assets and are offset in 48 months.

 

The Company filed a consultation with the Minas Gerais State Tax Department for clarification of questions related to the use of part of the ICMS credits recorded in Long-term assets, and the response is awaited in the third quarter of 2009, when their offsetting will be commenced.

 

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8)                                   TAX CREDITS

 

a) Deferred income tax and Social Contribution:

 

The company has the following deferred credits of income tax, constituted at the rate of 25.00%, and Social Contribution, at the rate of 9.00%, posted in Current and Noncurrent assets:

 

 

 

Consolidated and

 

 

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

Tax credits on temporary differences:

 

 

 

 

 

Provision for losses in realization of “free energy” amounts receivable

 

6.056

 

5,915

 

Post-employment obligations

 

21.202

 

21,381

 

Provision for Pasep/Cofins taxes – Extraordinary Tariff Recomposition

 

5.960

 

1,116

 

Provision for doubtful receivables

 

273

 

255

 

Transactions in “free energy”

 

4.130

 

5,942

 

Financial Instruments

 

22.644

 

27,460

 

FX variation

 

35.343

 

35,342

 

Contingencies

 

2.889

 

2,581

 

Other

 

3.892

 

1,946

 

 

 

102.389

 

101,938

 

 

 

 

 

 

 

Current assets

 

38.673

 

24,899

 

Noncurrent assets

 

63.716

 

77,039

 

 

At its meeting on February 12, 2009, the Board of Directors approved the technical study prepared by the CFO’s department on the forecasts for future profitability adjusted to present value, which show capacity for realization of the deferred tax asset in a maximum period of 10 years, as defined in CVM Instruction 371. This study was also submitted to examination by Cemig’s Audit Board on February 5, 2009.

 

In accordance with the estimates of Cemig GT, future taxable profits enable the deferred tax asset existing on June 30, 2009 to be realized according to the following estimate:

 

 

 

Consolidated and Holding company

 

2009

 

14,808

 

2010

 

47,729

 

2011

 

11,736

 

2012

 

10,598

 

2013

 

6,784

 

2014 to 2016

 

6,948

 

2017 to 2018

 

3,786

 

 

 

102,389

 

 

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b) Reconciliation of the expense on income tax and Social Contribution:

 

The reconciliation of the nominal expense on income tax (rate 25%) and Social Contribution (rate 9%) with the actual expense shown in the Income Statement is as follows:

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

Profit before income tax and Social Contribution tax

 

1.009.636

 

1.009.391

 

694.268

 

Income tax and Social Contribution – nominal expense

 

(343.276

)

(343.193

)

(236.051

)

Tax effects applicable to:

 

 

 

 

 

 

 

Interest on Equity

 

36.426

 

36.426

 

31.269

 

Employees’ profit shares

 

5.514

 

5.514

 

3.345

 

Tax incentive amounts

 

3.720

 

3.720

 

1.706

 

Equity income from subsidiaries

 

 

1.042

 

 

Non-deductible contributions and donations

 

(856

)

(856

)

 

Adjustment to income tax and Social Contribution – previous business year

 

(11.423

)

(11.423

)

 

Tax credits not recognized

 

229

 

229

 

 

Other

 

885

 

5

 

(1.206

)

Income tax and Social Contribution

 

(308.781

)

(308.536

)

(200.937

)

 

c) Transition Taxation Regime

 

Provisional Measure 449/2008, of December 3, 2008, changed to Law 11.941/09 instituted the Transition Taxation Regime (RTT), which aims to neutralize the impacts of the new accounting methods and criteria introduced by Law 11.638/07, in calculation of the taxable amounts for federal taxes.

 

Application of the RTT is optional for the year 2008 and 2009, and applies to corporate entities subject to Corporate Income Tax (“IRPJ”), in accordance with the two tax reporting methods: real profit or presumed profit. The taxpayer must choose an option whether to adopt the RTT in the Corporate Tax Return (“DIPJ”) for 2009. Starting in 2010, adoption of the RTT becomes obligatory, until the law that governs the tax effects of the new accounting methods and criteria comes into effect.

 

For companies that adopt the RTT, the changes introduced by Law 11638/07, as amended by MP 449/08, which change the criteria for recognition of revenues, costs and expenses computed in calculation of the net profit for the period, do not apply for calculating the real profit of the legal entity: the accounting methods and criteria in effect on December 31, 2007 are used for tax purposes.

 

Based on an initial assessment, the Company has reflected in its accounting statements the effects of the adoption of the RTT. Additionally the Company will have to make until November 30, 2009 the establishment of the Transitional Control Tax Accounting (FCONT) established by Normative Instruction 949/2009 by the Federal Reverve of Brazil.

 

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9)            INVESTMENTS

 

 

 

Consolidated

 

Holding Company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

In subsidiaries and jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

Hidrelétrica Cachoeirão S.A.

 

 

 

20,337

 

18,768

 

Guanhães Energia S.A.

 

 

 

9,608

 

9,608

 

Hidrelétrica Pipoca S.A

 

 

 

19,086

 

12,925

 

Cemig Baguari Energia S.A.

 

 

 

1

 

10

 

Madeira Energia S.A.

 

 

 

10

 

10

 

Baguari Energia S.A.

 

 

 

164,242

 

153,692

 

EBTE

 

 

 

24,306

 

16,355

 

In consortia

 

1,072,284

 

1,068,091

 

908,049

 

914,406

 

Other

 

1,733

 

6,446

 

1,733

 

6,446

 

 

 

1,074,017

 

1,074,537

 

1,147,372

 

1,132,220

 

 

Investments in consortia

 

The Company participates in consortia for electricity generation concessions, for which companies with an independent legal existence have not been constituted to administer the object of the concession, the controls being maintained in the books of account of Cemig GT, of the specific portion equivalent to the investments made, as follows:

 

 

 

Stake in the

 

Average annual

 

 

 

 

 

 

 

energy

 

depreciation

 

 

 

 

 

 

 

generated

 

rate, %

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

 

 

 

 

In service

 

 

 

 

 

 

 

 

 

Porto Estrela Plant

 

33.33

%

2.48

 

38,625

 

38,625

 

Igarapava Plant

 

14.50

%

2.58

 

55,554

 

55,554

 

Funil Plant

 

49.00

%

2.40

 

181,595

 

181,402

 

Queimado Plant

 

82.50

%

2.45

 

193,599

 

193,599

 

Aimorés Plant

 

49.00

%

2.50

 

549,538

 

543,684

 

Accumulated depreciation

 

 

 

 

 

(124,859

)

(118,255

)

Total in operation

 

 

 

 

 

894,052

 

894,609

 

 

 

 

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

 

 

 

Queimado Plant

 

82.50

%

 

 

13,125

 

13,125

 

Funil Plant

 

49.00

%

 

 

872

 

819

 

Aimorés Plant

 

49.00

%

 

 

 

5,853

 

Total under construction

 

 

 

 

 

13,997

 

19,797

 

 

 

 

 

 

 

 

 

 

 

Total of Consortia - Holding Company

 

 

 

 

 

908,049

 

914,406

 

 

 

 

 

 

 

 

 

 

 

Baguari plant – under construction

 

34.00

%

 

 

164,235

 

153,685

 

 

 

 

 

 

 

 

 

 

 

Total of Consortia - Consolidated

 

 

 

 

 

1,072,284

 

1,068,091

 

 

The depreciation of the goods contained in the property, plant and equipment of the consortia is calculated by the linear method, based on rates established by Aneel.

 

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The main information on the investees is as follows:

 

 

 

 

 

June 30, 2009

 

 

 

 

 

 

 

Paid-up

 

 

 

 

 

Number of

 

 

 

registered

 

Stockholders’

 

Jointly-controlled subsidiary

 

shares

 

Stake (%)

 

capital

 

equity

 

 

 

 

 

 

 

 

 

 

 

Hidrelétrica Cachoeirão S.A.

 

35,000,000

 

49.00

 

35,000

 

41,507

 

Guanhães Energia S.A.

 

52,000,000

 

49.00

 

19,608

 

19,608

 

Hidrelétrica Pipoca S.A

 

35,382,415

 

49.00

 

35,382

 

38,952

 

Madeira Energia S.A.

 

100,000

 

10.00

 

100

 

100

 

Cemig Baguari Energia S.A.

 

1,000

 

100.00

 

1

 

1

 

Baguari Energia S.A.

 

1,000,000

 

69.39

 

10

 

236,702

 

Empresa Brasileira de Transmissão de Energia S. A.

 

49,604,465

 

49.00

 

49,604

 

49,604

 

 

New acquisitions

 

Acquisition of 65.86% of the capital interest of Terna Participações S.A.

 

On April 23, 2009 Cemig GT acquired 65.86% of Terna Participações S.A, a holding company that operates in electricity transmission, with a presence in 11 Brazilian States, for R$ 2.33 billion. The holding company controls a total of six companies which operate a total of more than 3,750 km of transmission lines.

 

The conclusion of the transaction and the actual acquisition should take place by September 30, depending on approvals from regulators and creditors. Additionally, CEMIG also intends, on a date to be announced, to make a public offering to acquire the shares of Terna Participações held by the minority stockholders, for prices corresponding to 100% of the price paid to Terna S.p.A.

 

On August 5, 2009 CEMIG’s Board of Directors approved, as an alternative to acquisition of all of the shares of Terna Participações S.A. (“Terna”) held by Terna Rete Elettrica Nazionale S.p.A (“Terna S.p.A”), as specified as optional under the Share Purchase Agreement signed on that date between Cemig GT and Terna S.p.A., the possibility of reduction of the final stockholding interest to be held by Cemig GT in Terna, in that acquisition, to a minimum level of 50% less 1 (one) of the common shares in Terna, and, as to the preferred shares, to a minimum representing the percentage realized by the Public Offer to purchase the shares of the minority stockholders in that company, through a partnership to be constituted with Fundo de Investimentos em Participação (FIP) Coliseu, if it becomes possible for all the units of this FIP (Equity Investment Fund), necessary for the said acquisition to be subscribed. Implementation of this alternative is conditional upon its ratification by the General Meeting of Stockholders to be held for this purpose on August 26, 2009 and upon successful conclusion of negotiation of the partnership with FIP Coliseu.

 

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10)  FIXED ASSETS

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Historic cost

 

depreciation

 

Net value

 

Net value

 

In service

 

8,087,302

 

(3,682,254

)

4,405,048

 

4,451,349

 

- Generation

 

6,727,417

 

(2,970,218

)

3,757,199

 

3,793,327

 

Lands

 

195,552

 

 

195,552

 

195,673

 

Reservoirs, dams and watercourses

 

3,672,137

 

(1,405,324

)

2,266,813

 

2,255,377

 

Buildings, works and improvements

 

780,619

 

(359,585

)

421,034

 

487,835

 

Machines and equipment

 

2,074,440

 

(1,201,022

)

873,418

 

854,058

 

Vehicles

 

2,115

 

(1,856

)

259

 

258

 

Furniture and utensils

 

2,554

 

(2,431

)

123

 

126

 

- Transmission

 

1,297,772

 

(673,343

)

624,429

 

634,024

 

Lands

 

2,138

 

 

2,138

 

2,138

 

Buildings, works and improvements

 

106,549

 

(58,972

)

47,577

 

48,503

 

Machines and equipment

 

1,187,937

 

(613,422

)

574,515

 

583,172

 

Vehicles

 

175

 

(130

)

45

 

49

 

Furniture and utensils

 

973

 

(819

)

154

 

162

 

- Management

 

62,113

 

(38,693

)

23,420

 

23,998

 

Lands

 

621

 

 

621

 

621

 

Buildings, works and improvements

 

14,160

 

(7,636

)

6,524

 

6,653

 

Machines and equipment

 

33,540

 

(21,928

)

11,612

 

11,561

 

Vehicles

 

10,878

 

(6,293

)

4,585

 

5,094

 

Furniture and utensils

 

2,914

 

(2,836

)

78

 

69

 

 

 

 

 

 

 

 

 

 

 

In progress

 

198,255

 

 

198,255

 

178,402

 

- Generation

 

109,226

 

 

109,226

 

104,460

 

- Transmission

 

69,309

 

 

69,309

 

59,217

 

- Management

 

19,720

 

 

19,720

 

14,725

 

 

 

 

 

 

 

 

 

 

 

Total fixed assets

 

8,285,557

 

(3,682,254

)

4,603,303

 

4,629,751

 

Special Obligations linked to the concession

 

(7,924

)

 

(7,924

)

(7,924

)

Net fixed assets – Holding company

 

8,277,633

 

(3,682,254

)

4,595,379

 

4,621,827

 

 

 

 

 

 

 

 

 

 

 

In service – subsidiaries

 

49,238

 

(407

)

48,831

 

18,475

 

- Generation

 

49,219

 

(406

)

48,813

 

18,462

 

- Management

 

19

 

(1

)

18

 

13

 

 

 

 

 

 

 

 

 

 

 

In progress - subsidiaries

 

232,225

 

 

232,225

 

161,544

 

- Generation

 

211,076

 

 

211,076

 

156,836

 

- Transmission

 

19,688

 

 

19,688

 

3,925

 

- Management

 

1,461

 

 

1,461

 

783

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets – holding company

 

8,559,096

 

(3,682,661

)

4,876,435

 

4,801,846

 

 

“Special Obligations linked to the Concession” refers basically to contributions by consumers for carrying out of works necessary to meet requests for supply of electricity.

 

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11) INTANGIBLE

 

 

 

03/31/2009

 

03/31/2009

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Historic cost

 

depreciation

 

Net value

 

Net value

 

In service

 

30,451

 

(20,467

)

9,984

 

10,380

 

- Generation

 

2,381

 

(839

)

1,542

 

1,657

 

- Transmission

 

9,656

 

(2,575

)

7,081

 

7,189

 

- Management

 

18,414

 

(17,053

)

1,361

 

1,534

 

 

 

 

 

 

 

 

 

 

 

In progress

 

4,715

 

 

4,715

 

4,073

 

- Generation

 

1,089

 

 

1,089

 

1,090

 

- Transmission

 

1,373

 

 

1,373

 

1,301

 

- Management

 

2,253

 

 

2,253

 

1,682

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets – holding company

 

35,166

 

(20,467

)

14,699

 

14,453

 

 

 

 

 

 

 

 

 

 

 

In service

 

37

 

 

37

 

28

 

- Generation

 

28

 

 

28

 

28

 

- Management

 

9

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

2,756

 

 

2,756

 

2,759

 

- Generation

 

2,756

 

 

2,756

 

2,759

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets - consolidated

 

37,959

 

(20,467

)

17,492

 

17,240

 

 

12)          SUPPLIERS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

Wholesale supply and transport of electricity -

 

 

 

 

 

 

 

 

 

Purchase of “free energy” during the period of rationing

 

12,148

 

17,476

 

12,148

 

17,476

 

Wholesale market – CCEE

 

195

 

3

 

195

 

3

 

Cemig Distribuição

 

6,727

 

6,729

 

6,727

 

6,729

 

CHESF – Cia. Hidroelétrica do São Francisco

 

2,934

 

3,070

 

2,934

 

3,070

 

CTEEP – Cia. Trans. Energia Elétrica Paulista

 

3,278

 

3,325

 

3,278

 

3,325

 

Eletronorte – Centrais Elétricas do Norte do Brasil

 

2,149

 

2,207

 

2,149

 

2,207

 

Eletrosul – Centrais Elétricas

 

2,209

 

2,038

 

2,209

 

2,038

 

Other Generators and Distributors

 

32,770

 

39,126

 

32,770

 

39,126

 

 

 

62,410

 

73,974

 

62,410

 

73,974

 

Materials and services

 

33,885

 

81,342

 

16,133

 

37,921

 

 

 

96,295

 

155,316

 

78,543

 

111,895

 

Noncurrent

 

 

 

 

 

 

 

 

 

Wholesale electricity supply Purchase of “free energy” during the rationing period(*)

 

78

 

77

 

78

 

77

 

Other

 

1,649

 

 

 

 

 

 

1,727

 

77

 

78

 

77

 

Total, suppliers

 

98,022

 

155,393

 

78,621

 

111,972

 

 


(*) In the Balance Sheet is showed under the Other obligations

 

Of the amounts in relation to purchase of “free energy”, a substantial part will be paid by September 2009, with inflation adjustment at the Selic rate plus 1.00% in interest per year. The conclusion of certain court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the

 

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time of the realization of the transactions for purchase of “free energy” during the period of rationing, may result in changes in the amounts recorded. See further comments in Explanatory Note 16.

 

13)          TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

181,067

 

87,576

 

180,974

 

86,572

 

Social Contribution

 

66,543

 

31,430

 

66,492

 

31,392

 

ICMS tax

 

27,767

 

26,114

 

27,143

 

25,862

 

Cofins tax

 

19,574

 

17,426

 

19,520

 

17,393

 

Pasep tax

 

9,467

 

3,782

 

9,454

 

3,775

 

Social Security system

 

3,391

 

3,189

 

3,189

 

3,179

 

Other

 

1,869

 

2,045

 

1,735

 

1,996

 

 

 

309,678

 

171,562

 

308,507

 

170,169

 

 

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

29,290

 

8,869

 

29,290

 

8,869

 

Social Contribution

 

10,544

 

3,193

 

10,544

 

3,193

 

Cofins tax

 

8,904

 

2,696

 

8,904

 

2,696

 

Pasep tax

 

1,933

 

585

 

1,933

 

585

 

 

 

50,671

 

15,343

 

50,671

 

15,343

 

 

 

360,349

 

186,905

 

359,178

 

185,512

 

 

 

 

 

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cofins tax

 

26,863

 

20,648

 

26,863

 

20,648

 

Pasep tax

 

5,832

 

4,483

 

5,832

 

4,483

 

 

 

32,695

 

25,131

 

32,695

 

25,131

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

71,647

 

59,788

 

71,647

 

59,788

 

Social Contribution

 

25,793

 

21,524

 

25,793

 

21,524

 

Cofins tax

 

5,499

 

 

5,499

 

 

Pasep tax

 

1,194

 

 

1,194

 

 

 

 

104,133

 

81,312

 

104,133

 

81,312

 

 

 

136,828

 

106,443

 

136,828

 

106,443

 

 

The net Deferred obligations refer to the regulatory assets and liabilities linked to the General Agreement for the Electricity Sector and other regulatory matters, and are owed as and when these assets and liabilities are realized.

 

The noncurrent Pasep and Cofins liabilities refer to the legal action challenging the constitutionality of inclusion of the ICMS tax in the taxable amount for these taxes, and application for permission to offset the amounts paid in the last 10 years. The Company has obtained an interim relief from the judiciary enabling it not to make the payment and authorizing payment into Court in the amount of R$30,128 starting in 2008.

 

Deferred obligations in “noncurrent”, Income tax and Social Contribuition relate, substantially, to recognition of financial instruments (FX variation, and hedging), by the cash method, which are payable as and when they are realized, by payment or redemption and assets and liabilities related to regulatory matters, that are payable as and when they are realized.

 

Deferred obligations in “noncurrent”, Pasep and Cofins liabilities refer to, substantially, assets and liabilities related to regulatory matters, that are payable as and when they are realized.

 

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14)          LOANS, FINANCINGS AND DEBENTURES

 

 

 

Consolidated

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

financing cost

 

 

 

 

 

Non

 

 

 

 

 

FINANCING SOURCES

 

maturity

 

(%)

 

Currency

 

Currency

 

Currency

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil (1)

 

2009

 

3.90

 

JPY

 

80,214

 

 

80,214

 

91,516

 

B.N.P. Paribas

 

2010

 

Libor + 1.875

 

US$

 

13,212

 

 

13,212

 

23,986

 

BNP Paribas

 

2012

 

5.89

 

EURO

 

3,258

 

6,103

 

9,361

 

10,342

 

Unibanco (2)

 

2009

 

6.50

 

US$

 

9,221

 

 

9,221

 

11,116

 

Unibanco (3)

 

2009

 

5.00

 

US$

 

6,859

 

 

6,859

 

8,239

 

Debt in foreign currency

 

 

 

 

 

 

 

112,764

 

6,103

 

118,867

 

145,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Credit Suisse First Boston S.A.

 

2010

 

106.00% of CDI

 

R$

 

75,164

 

 

75,164

 

75,200

 

Banco do Brasil

 

2009

 

111.00% of CDI

 

R$

 

67,582

 

 

67,582

 

65,839

 

Banco do Brasil

 

2013

 

CDI + 1.70

 

R$

 

11,868

 

83,413

 

95,281

 

95,970

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

481

 

30,000

 

30,481

 

33,784

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

15,910

 

900,000

 

915,910

 

950,124

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

19,625

 

163,483

 

183,108

 

180,850

 

Banco Votorantim S.A.

 

2010

 

113.50% of CDI

 

R$

 

26

 

25,124

 

25,150

 

26,003

 

BNDES

 

2026

 

URTJ + 2.34

 

R$

 

1,827

 

107,153

 

108,980

 

107,184

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

14,657

 

131,783

 

146,440

 

145,047

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

112

 

1,820

 

1,932

 

1,880

 

Debentures (4)

 

2009

 

CDI + 1.20

 

R$

 

378,768

 

 

378,768

 

368,897

 

Debentures (4)

 

2011

 

104.00% of CDI

 

R$

 

18,715

 

238,816

 

257,531

 

251,308

 

Debentures – Minas Gerais state government (4) (6)

 

2031

 

IGP-M

 

R$

 

 

34,934

 

34,934

 

33,921

 

Eletrobrás (6)

 

2013

 

FINEL + 7.50 to 8.50

 

R$

 

12,335

 

42,145

 

54,480

 

57,601

 

Santander do Brasil S.A.

 

2013

 

CDI + 1.70

 

R$

 

1,919

 

28,635

 

30,554

 

29,987

 

Unibanco

 

2009

 

CDI + 2.98

 

R$

 

106,371

 

 

106,371

 

110,997

 

Unibanco

 

2013

 

CDI + 1.70

 

R$

 

20,112

 

175,397

 

195,509

 

192,189

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

98

 

3,102

 

3,200

 

3,112

 

Energ Power (9)

 

2012

 

IPCA

 

R$

 

 

873

 

873

 

 

FINEP (9)

 

2015

 

URTJ + 5.00

 

R$

 

19

 

4,443

 

4,462

 

 

ORTENG Equipamentos e Sistemas (9)

 

2012

 

IPCA

 

R$

 

 

377

 

377

 

 

Construtora Quebec (9)

 

2012

 

IPCA

 

R$

 

 

1,202

 

1,202

 

 

Unibanco S.A (5)

 

2020

 

TJLP + 2.55

 

R$

 

139

 

7,224

 

7,363

 

4,183

 

Banco do Brasil (5)

 

2020

 

TJLP + 2.55

 

R$

 

1,365

 

28,224

 

29,589

 

29,423

 

BNDES (7)

 

2033

 

TJLP + 2.40

 

R$

 

 

162,354

 

162,354

 

79,685

 

Debêntures (7)

 

2013

 

IPCA

 

R$

 

 

154,503

 

154,503

 

 

CCB Banco Bradesco (8)

 

2009

 

DI + 0,84

 

R$

 

2,028

 

 

2,028

 

 

Debt in Brazilian currency

 

 

 

 

 

 

 

749,121

 

2,325,005

 

3,074,126

 

2,843,184

 

Overall total

 

 

 

 

 

 

 

861,885

 

2,331,108

 

3,192,993

 

2,988,383

 

 


(1) to (3)   Swap transactions for exchange of rates were contracted. The following are the rates for the loans and financings taking the swaps into account: (1) 111.00% of the CDI rate. (2) CDI rate + 2.98% p.a. (3) CDI + 3.01% p.a.

(4)          Unsecured, nominal, non-convertible, book-entry debentures, without preference.

(5)          Loan contracted by the jointly-controlled subsidiary Hidrelétrica Cachoeirão S.A.

(6)          Contracts adjusted to present value, as per changes to the Corporate Law by Law 11638/07.

(7)          Loan contracted by the holding company jointly with Madeira Energia S.A.

(8)          Loan contracted by the holding company jointly with Hidrelétrica Pipoca S.A.

(9)          Credit for the payment of the Capital Stock with Hidrelétrica Pipoca S.A.

 

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The consolidated breakdown of loans, by currency and indexor, with the respective amortization, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

and later

 

Total

 

Currencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

22,741

 

6,551

 

 

 

 

 

 

 

29,292

 

Euro

 

1,733

 

3,051

 

3,052

 

1,525

 

 

 

 

 

9,361

 

Yen

 

80,214

 

 

 

 

 

 

 

 

80,214

 

 

 

104,688

 

9,602

 

3,052

 

1,525

 

 

 

 

 

118,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IGP-M inflation index

 

 

 

 

 

 

 

 

34,934

 

34,934

 

Eletrobrás Finel internal index

 

6,168

 

12,336

 

12,335

 

12,335

 

11,306

 

 

 

 

54,480

 

IPCA (Expanded Consumer Price Index)

 

 

613

 

1,225

 

101,668

 

53,449

 

 

 

 

156,955

 

Interbank CD rate – CDI

 

638,279

 

252,071

 

390,308

 

451,947

 

481,947

 

300,456

 

 

 

2,515,008

 

Other

 

2,598

 

4,295

 

11,642

 

11,732

 

11,733

 

19,850

 

18,943

 

231,956

 

312,749

 

 

 

647,045

 

269,315

 

415,510

 

577,682

 

558,435

 

320,306

 

18,943

 

266,890

 

3,074,126

 

 

 

751,733

 

278,917

 

418,562

 

579,207

 

558,435

 

320,306

 

18,943

 

266,890

 

3,192,993

 

 

The principal currencies and indexors used for monetary updating of loans and financings had the following variations:

 

 

 

Change in

 

 

 

 

 

Change in

 

 

 

 

 

quarter ended

 

Change in the

 

 

 

quarter ended

 

Change in the

 

 

 

06/30/2009

 

semester 2009

 

 

 

06/30/2009

 

semester 2009

 

Currencies

 

%

 

%

 

Indexors

 

%

 

%

 

US dollar

 

(15.70

)

(16.49

)

IGP-M

 

(0.32

)

(1.24

)

Euro

 

(10.99

)

(15.39

)

Finel

 

(0.06

)

(0.25

)

Yen

 

(13.20

)

(21.45

)

Selic

 

2.39

 

5.36

 

 

 

 

 

 

 

CDI

 

2.34

 

5.29

 

 

The movement on loans and financings is as follows:

 

Balance at March 31, 2009

 

2,988,383

 

Loans and financings

 

239,156

 

Monetary and FX variation

 

(14,523

)

Financial charges provisioned

 

75,267

 

Adjustment to present value

 

2,203

 

Financial charges paid

 

(86,434

)

Amortization of financings

 

(11,059

)

Balance at June 30, 2009

 

3,192,993

 

 

Restrictive covenant clauses

 

Cemig GT has loans and financings with restrictive covenant clauses. These were fully complied with on June 30, 2009.

 

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15)          REGULATORY CHARGES

 

 

 

Consolidated and
Holding company

 

 

 

06/30/2009

 

03/31/2009

 

RGR – Global Reversion Reserve

 

13,054

 

11,467

 

CCC – Fuel Consumption Account

 

4,186

 

4,283

 

CDE – Energy Development Account

 

4,540

 

4,645

 

Aneel inspection charge

 

1,386

 

1,386

 

Alternative Energy Program – Proinfa

 

2,199

 

2,024

 

National Scientific and Technological Development Fund

 

3,177

 

2,166

 

Research and development

 

57,164

 

53,004

 

Energy system expansion research

 

1,589

 

1,083

 

 

 

87,295

 

80,058

 

 

 

 

 

 

 

Current liabilities

 

80,643

 

75,706

 

Noncurrent liabilities

 

6,652

 

4,352

 

 

16)          POST-EMPLOYMENT OBLIGATIONS

 

Cemig GT is sponsor of the Forluminas Social Security Foundation — Forluz, a non-profit legal entity whose object is to provide its associates and participants and their dependents and beneficiaries with a financial income supplementing retirement and pension, in accordance with the private pension plan to which they are linked.

 

Forluz makes the following supplementary pension benefit plans available to its participants:

 

The Mixed Benefits Plan (“Plan B”): A defined-contribution plan in the phase of accumulation of funds, for retirement benefits for normal time of service, and defined-benefit coverage for disability or death of the active participant or receipt of benefits for time of contribution. The contributions of the Sponsors are equal to the basic monthly contributions of the participants, and this is the only plan open for joining by new participants.

 

The contribution of the Sponsors to this plan is 27.52% for the portion with defined-benefit characteristics, relating to the coverage for invalidity or death for the active participant, and this is used for amortization of the defined obligation through an actuarial calculation. The remaining 72.48%, relating to the portion of the plan with defined-contribution characteristics, goes to the nominal accounts of the participants and is recognized in the income statement for the year by the cash method, under Personnel expenses.

 

Hence the obligations for payment of supplementary retirement benefits under the Mixed Plan, with defined-contribution characteristics, and their respective assets, in the same amount of R$ 537,391, are not presented in this Explanatory Note.

 

The Balances Plan (“Plan A”): This includes all the active and assisted participants who opted to migrate from the previous Defined-benefit Plan, and are entitled to a benefit proportional to their balances. In the case of the assets, this benefit was deferred to the retirement date.

 

Defined Benefit Plan: This is the benefit plan adopted by Forluz up to 1998, through which the average real salary of the last three years of activity of the employee in the Sponsor companies is complemented in relation to the amount of the official government Social Security benefit. At present 6 active employees and 45 pension holders or retirees are inscribed in this plan.

 

Independently from the plans made available by Forluz, Cemig GT also maintains payments for part of a life insurance premium for retirees, and contributes to a Health Plan and a Dental Health Plan for the employees, retirees and dependents, administered by Forluz.

 

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Separation of the Health Plan

 

On August 28, 2008, the Executive Board of Forluz, complying with orders issued by the Private Pension Plans Authority (SPC), decided to transfer management of the Cemig Integrated Health Plan (PSI) to a separate entity to be created for that purpose. The reason for the decision was SPC’s belief that it would be impossible to maintain those participants in the Health Plan who were not simultaneously inscribed in the pension and retirement plans. To protect the interests of its participants, and also to comply with the SPC’s ruling, Forluz opted to separate the activities, keeping the present dental and pension plans within itself. The period planned for conclusion of the process of separation of the health plan is 12 months, during which time all the existing coverage and benefits will be maintained.

 

Amortization of actuarial obligations

 

Part of the actuarial obligation for post-employment benefits, in the amount of R$ 211,193 on June 30, 2009 (R$ 213,302 on March 31, 2009), was recognized as an obligation payable by Cemig GT and is being amortized by June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). The amounts are adjusted by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE) plus 6% per year.

 

The liabilities and the expenses recognized by the Company in connection with the Supplementary Retirement Plan, the Health Plan and the Life Insurance Plan are adjusted in accordance with the terms of CVM Decision 371 and the Opinion prepared by independent actuaries. As a result the financial updating and use of the surplus to amortize the debt obligation agreed with Forluz, mentioned in the previous paragraphs, do not produce accounting effects in the Income statement of Cemig GT. The last actuarial made was on December 31, 2008.

 

The movement in the net liabilities has been as follows:

 

 

 

 

 

Consolidated and Holding Company

 

 

 

Pension plans and

 

 

 

 

 

supplementary

 

 

 

 

 

Life

 

 

 

 

 

retirement plans

 

Health Plan

 

Dental Plan

 

insurance

 

Total

 

Net liabilities on March 31, 2009

 

92,460

 

77,793

 

3,724

 

101,834

 

275,811

 

Expense (revenue) recognized in the Income statement

 

548

 

3,958

 

243

 

2,584

 

7,333

 

Contributions paid

 

(7,663

)

(1,871

)

(43

)

(391

)

(9,968

)

Net liabilities on March 31, 2009

 

85,345

 

79,880

 

3,924

 

104,027

 

273,176

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

18,652

 

 

 

 

18,652

 

Noncurrent liabilities

 

66,693

 

79,880

 

3,924

 

104,027

 

254,524

 

 

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17)          CONTINGENCY PROVISIONS

 

The company makes contingency provisions for lawsuits in which the chance of loss is rated “probable”.

 

 

 

Balance on

 

 

 

Balance on

 

 

 

03/31/2009

 

Additions

 

06/30/2009

 

Labor-law contingencies

 

 

 

 

 

 

 

Various

 

184

 

43

 

227

 

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

Environmental

 

6,749

 

316

 

7,065

 

Other

 

658

 

545

 

1,203

 

 

 

7,407

 

861

 

8,268

 

 

 

 

 

 

 

 

 

Total

 

7,591

 

904

 

8,495

 

 

Environmental administrative proceedings

 

Cemig GT was served an infringement notice by the Minas Gerais State Forests Institute (IEF), alleging that it omitted to take measures to protect the fish population, causing fish deaths, as a result of the flow and operation of the machinery of the Três Marias Hydroelectric Plant. The company presented a defense, and assesses the chance of loss in this action as “probable” — in the amount of R$ 7,065, which is duly provisioned.

 

Cases with chance of loss assessed as “possible”

 

Additionally there are labor-law, civil and tax cases in progress in which the chance of loss is assessed as “possible”. These are periodically reviewed, and assessed as not requiring provisions in the financial statements. They are as follows:

 

Social Security and tax obligations — indemnity for the “Anuênio”

 

In 2006 Cemig GT paid an indemnity to its employees, in the amount of R$ 41,660, in exchange for the rights to future payments known as the “Anuênio” which would otherwise be incorporated into salaries in the future. The company did not make payments of income tax and social security contribution on these payments because it considered that these tax obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the federal tax authority and the National Social Security Institution, the company decided to file for orders of mandamus to allow payment into Court of the amount of any obligations, in the amount of R$ 28,716, posted in Payments into Court. No provision was made for any losses in these cases. The Company assesses the chance of loss in this action as “possible”.

 

Regulatory contingency — CCEE

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained a judgment in its favor in February 2006, which ordered Aneel and the CCEE to comply with the claim by the Distributor and recalculate the transactions during the rationing period leaving out of account its Dispatch No. 288/2002. This was to be put into effect in the CCEE in November 2008, resulting in an additional disbursement for Cemig, referring to the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 89,113 on June 30, 2009. On November 9, 2008 the Company obtained an injunction in the Regional Federal Court suspending the obligatory nature of the requirement to pay into court the amount owed arising from the Special Financial Settlement carried out by the CCEE. No provision was constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim.

 

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18)          STOCKHOLDERS’ EQUITY

 

On June 30, 2009 Cemig Geração e Transmissão S.A. has registered capital of R$ 2,896,785, represented by 2,896,785,358 nominal common shares, without par value, wholly owned by CEMIG.

 

The Board of Directors of Cemig Geração e Tranmissão, in a meeting held on June 25, 2009, approved the payment of Interest on Equity, in substitution of the obligatory dividend for the business year of 2009, in the amount of R$ 107,136, of which the date of payment is yet to be decided. The tax benefit arising from payment of Interest on Equity was R$ 36,426, recognized in income statement for the year 2009.

 

19)          SUPPLY OF ELECTRICITY

 

This supply, by type of consumer consolidated, is as follows:

 

 

 

Consolidated

 

 

 

(Not reviewed by external auditors)

 

 

 

 

 

 

 

Nº of Consumers

 

MWh

 

R$

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

Industrial

 

134

 

133

 

8,143,796

 

9,147,470

 

869,014

 

880,220

 

Commercial

 

1

 

 

2,145

 

 

6,233

 

 

Retail supply not invoiced, net

 

 

 

 

 

(32,365

)

3,786

 

 

 

135

 

133

 

8,145,941

 

9,147,470

 

842,882

 

884,006

 

Supply to other concession holders (*)

 

42

 

43

 

7,349,143

 

6,046,185

 

803,879

 

521,690

 

Transactions in energy on the CCEE

 

 

 

1,028,658

 

602,015

 

93,327

 

63,944

 

Total

 

177

 

176

 

16,523,742

 

15,795,670

 

1,740,088

 

1,469,640

 

 


(*) Includes Contracts for Sale of Energy in the Regulated Market (CCEARs), and “bilateral contracts” with other agents.

 

20)          REVENUE FOR USE OF THE NETWORK

 

This revenue is from the tariff charged to agents in the electricity sector, including Free Consumers connected to the high voltage network, for use of the basic transmission grid owned by the Company, associated with the Brazilian grid. Amounts receivable are recorded in Assets, under “Concession holders — Transport of electricity. In June of 2009 was fully recognized the revenue of R$ 158,090 to be paid throw the Revision of the Transmission Tariff, as describe in note n° 6.

 

 

 

Consolidado

 

 

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

Use of basic transmission network

 

243,189

 

242,605

 

Use of connection of basic transmission

 

64,330

 

60,877

 

Revenue of the Parcel A – Revision of the Transmission Tariff

 

158,090

 

 

 

 

465,609

 

303,482

 

 

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21)          DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

Consolidated

 

Holding Company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

Taxes on revenue

 

 

 

 

 

 

 

ICMS tax

 

163,812

 

162,769

 

165,191

 

Cofins tax

 

151,871

 

151,677

 

121,220

 

PIS and Pasep taxes

 

38,184

 

38,142

 

26,313

 

ISS (value-added tax on services)

 

226

 

226

 

358

 

 

 

142

 

 

 

 

 

354,235

 

352,814

 

313,082

 

 

 

 

 

 

 

 

 

Charges passed through to the consumer

 

 

 

 

 

 

 

RGR – Global Reversion Reserve

 

44,276

 

44,276

 

41,359

 

CDE – Energy Development Account

 

12,268

 

12,268

 

19,338

 

CCC (Fuel Consumption) account

 

11,316

 

11,316

 

18,741

 

Research and Development – R&D

 

6,761

 

6,761

 

5,386

 

National Scientific and Technological Development Fund (FNDCT)

 

6,934

 

6,934

 

5,386

 

Energy system expansion research

 

3,467

 

3,467

 

2,072

 

 

 

85,022

 

85,022

 

92,282

 

 

 

439,257

 

437,836

 

405,364

 

 

22)          OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated

 

Holding Company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

Personnel expenses

 

169,432

 

169,342

 

134,397

 

Post-employment obligations

 

14,666

 

14,666

 

24,008

 

Materials

 

6,692

 

6,669

 

6,861

 

Raw materials and inputs for production of electricity

 

4,070

 

4,070

 

41,707

 

Outsourced services

 

52,892

 

52,666

 

43,059

 

Depreciation and amortization

 

112,815

 

112,384

 

110,915

 

Royalties for use of water resources

 

70,090

 

70,090

 

62,338

 

Operational provisions

 

552

 

552

 

(1,357

)

Charges for the use of the basic transmission grid

 

142,414

 

142,414

 

129,205

 

Electricity purchased for resale

 

70,914

 

70,436

 

(8,412

)

Other net expenses

 

30,193

 

30,063

 

41,872

 

 

 

674,730

 

673,352

 

584,593

 

 

 

 

Consolidated

 

Holding Company

 

a) PERSONNEL EXPENSES

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

Remuneration and salary-related charges and expenses

 

117,860

 

117,770

 

110,277

 

Supplementary pension contributions – Defined contribution plan

 

7,775

 

7,775

 

7,610

 

Assistance benefits

 

12,519

 

12,519

 

12,290

 

 

 

138,154

 

138,064

 

130,177

 

( – ) Personnel costs transferred to works in progress

 

(5,925

)

(5,925

)

(6,318

)

 

 

132,229

 

132,139

 

123,859

 

Voluntary Dismissal Program (PPD) (a)

 

 

 

10,538

 

Temporary Voluntary Dismissal Program (PDV) (b)

 

37,203

 

37,203

 

 

 

 

169,432

 

169,342

 

134,397

 

 

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(a) The Voluntary Dismissal Program (PPD)

 

On March 11, 2008, the Executive Board approved the permanent Voluntary Dismissal Program (PPD), which applies to any free and spontaneous terminations of employment contracts as from that date. The program’s main financial incentives include payment of 3 times the gross amount of monthly remuneration, 6 months’ contributions to the Health Plan after leaving the company, deposit of the 40% “penalty” payment due on the balance of the FGTS on termination of an employment contract, and payment of up to 24 months’ contributions to the Pension Fund and the National Social Security System after termination of the contract, in accordance with certain criteria established in the regulations of the program.

 

This Program, since it began in March, 2008o em março de 2008, 143 employees had joined, and a provision for the financial incentives in the amount of R$ 13,900 was made.

 

(b) Temporary Voluntary dismissal program (PDV)

 

In April 2009, Cemig put in place its temporary voluntary dismissal program (PDV), available to employees between April 22 and June 5, 2009.

 

Employees who subscribe to the PDV receive a financial incentive varying between 3 and 16 times their monthly remuneration, according to criteria established in the program’s regulations, of which the principal one is the time of contribution remaining for full retirement entitlement under the national social security system (INSS). The incentive includes payment of the contributions to the pension fund and the INSS up to the date when the employee would have complied with the requirements for applying for retirement benefit under the INSS (limited to five years), and deposit of the obligatory “penalty” payment (applicable to dismissals) of 40% on the balance of the employee’s accumulated funds under the FGTS system.

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance plan, for 6 months, and of the health plan, for 12 months, from June 2009 to September 2010.

 

This Program had 143 employees joined, and a provision for the financial incentives in the amount of R$ 37,203 was fully made in June 30, 2009.

 

b) OUTSOURCED SERVICES

 

 

 

Consolidated

 

Holding company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

Communication

 

2,032

 

2,032

 

1,642

 

Maintenance and conservation of electricity facilities and equipment

 

4,425

 

4,425

 

7,338

 

Building conservation and cleaning

 

8,360

 

8,360

 

7,541

 

Contracted labor

 

3,330

 

3,330

 

435

 

Freight and airfares

 

1,774

 

1,774

 

1,467

 

Accommodation and meals

 

2,215

 

2,215

 

2,220

 

Security services

 

4,030

 

4,030

 

4,291

 

Consultancy

 

1,680

 

1,680

 

1,607

 

Maintenance and conservation of furniture and utensils

 

1,166

 

1,166

 

729

 

Maintenance and conservation of vehicles

 

1,679

 

1,679

 

1,641

 

Electricity

 

2,273

 

2,273

 

2,196

 

Environment

 

6,562

 

6,562

 

2,949

 

Other

 

13,366

 

13,140

 

9,003

 

 

 

52,892

 

52,666

 

43,059

 

 

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23)                              NET FINANCIAL EXPENSES

 

 

 

Consolidated

 

Holding Company

 

 

 

06/30/2009

 

06/30/2009

 

06/30/2008

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Revenue from cash investments

 

63,399

 

63,219

 

51,568

 

Arrears penalty payments on electricity bills

 

980

 

980

 

6,242

 

Monetary variation – General Agreement for the Electricity Sector

 

2,219

 

2,219

 

20,278

 

FX variations

 

29,438

 

29,438

 

7,999

 

Pasep and Cofins taxes on financial revenues

 

(208

)

(203

)

(1,877

)

Gains on financial instruments (Note 25)

 

1,869

 

1,869

 

7,570

 

Adjustment to present value

 

931

 

931

 

8,071

 

Other

 

11,392

 

11,391

 

24,255

 

 

 

110,020

 

109,844

 

124,106

 

 

 

 

 

 

 

 

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(152,530

)

(150,753

)

(165,314

)

Monetary variation — loans and financings

 

(8

)

(8

)

(8

)

FX variations

 

 

 

(10,482

)

Monetary variation — CCEE

 

(4,013

)

(4,013

)

(4,304

)

Losses on financial instruments (Note 25)

 

(48,593

)

(48,593

)

(17,944

)

Provision (reversal) for losses on transactions in “free energy”

 

8,306

 

8,306

 

(17,557

)

Adjustment to present value

 

(4,571

)

(4,571

)

(1,603

)

Other

 

(1,833

)

(3,075

)

(11,068

)

 

 

(203,242

)

(202,707

)

(228,280

)

NET FINANCIAL EXPENSES

 

(93,222

)

(92,863

)

(104,174

)

 

24)                              RELATED PARTY TRANSACTIONS

 

As mentioned in Explanatory Note 1, the Company is a wholly-owned subsidiary of Companhia Energética de Minas Gerais — Cemig (“Cemig”), the controlling stockholder of which is the Government of the State of Minas Gerais.

 

Cemig Distribuição S.A. (“Cemig D”) and Light S.A. are also subsidiaries of Cemig.

 

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The principal balances and transactions with related parties of Cemig GT are:

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

CEMIG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

 

 

153,302

 

539,042

 

 

 

 

 

Affiliated companies and holding company

 

660

 

660

 

667

 

667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Distribuição S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding company

 

10.031

 

8,176

 

4.877

 

4,877

 

 

 

 

 

Gross supply of electricity (1)

 

49.877

 

10,055

 

6.107

 

6,109

 

117.297

 

47.251

 

18.630

 

3.362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross supply of electricity (1)

 

391

 

398

 

405

 

400

 

8.935

 

11.174

 

 

2.593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, charges and contributions (4)

 

31.320

 

39,361

 

27.767

 

26,114

 

(163.812

)

(165.191

)

 

 

Taxes offsettable – ICMS (4)

 

18.158

 

18,158

 

 

 

 

 

 

 

Debentures (2)

 

 

 

34.934

 

33,921

 

 

7.893

 

(2.031

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations – current (3)

 

 

 

18.652

 

18,473

 

 

 

(14.666

)

(24.008

)

Post-employment obligations – noncurrent (3)

 

 

 

254.524

 

257,338

 

 

 

 

 

Other

 

 

 

4.297

 

8,160

 

 

 

 

 

Personnel expenses (5)

 

 

 

 

 

 

 

(7.775

)

(7.610

)

Current administration expense (6)

 

 

 

 

 

 

 

(1.574

)

(1.541

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated and subsidiary companies, or parent companies

 

13

 

12

 

 

 

 

 

 

 

 


Main material comments on the above transactions:

 

(1)         The Company has electricity purchase contracts with Cemig Distribuição and Light Energia, made at public auctions of “existing energy” in 2005, which are for 8 years from start of supply and are adjusted annually by the IGP-M inflation index.

(2)         Private issue of non-convertible debentures in the amount of R$ 120 million, updated by the IGP-M inflation index, for completion of the Irapé Power Plant, with redemption at 25 years from issue. The amount at November 31, 2008 was adjusted to present value, in accordance with Law 11638/07.

(3)         Part of the contracts of Forluz are adjusted by the Expanded Consumer Price Index (IPCA) published by the IBGE (Brazilian Geography and Statistics Institute) (See Explanatory Note 15), and will be amortized up to the business year 2024.

(4)         The transactions with ICMS tax posted in the financial statements refer to transactions for sale of energy and are carried out in conformity with the specific legislation of the State of Minas Gerais.

(5)         Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 15), calculated on the monthly remunerations in accordance with the regulations of the Fund.

(6)         Funds for annual current administrative costs of the Pension Fund in accordance with the specific legislation of the sector. The amounts are estimated as a percentage of the Company’s total payroll.

 

For more information on the main transactions, see Explanatory Notes 7, 13, 14, 16, 19, 22 and 23.

 

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25)                              FINANCIAL INSTRUMENTS

 

The financial instruments used by the company are: Cash and cash equivalents, Consumers and traders, Loans and financings, Obligations under debentures and Currency swap transactions. The gains and losses on these transactions are posted in full by the accrual method.

 

The Company’s financial instruments were recognized at fair value and are classified as follows:

 

·                  Held for trading: In this category are the cash investments and the derivative investments (mentioned in item “b”). They are valued at fair value and the gains or losses are recognized directly in the income statement.

·                  Receivables: In this category are credits receivable from consumers and traders. They are recognized at their nominal realization value, similar to the fair values.

·                  Loans and financings, and Obligations under debentures: These are measured at amortized cost using the effective interest rates method adjusted to fair value. Gains or losses are recognized in the income statement as and when they take place.

·                  Derivative financial instruments: These are measured at fair value and the gains and losses are recognized directly in the income statement.

 

a) Management of risks;

 

Corporate risk management is a management tool that is an integral part of our corporate governance practices and aligned with the Company’s Process of Strategic Planning.

 

The Company has a Financial Risks Management Committee, with the aim of implementing guidelines and monitoring the financial risk of transactions which might negatively affect the Company’s liquidity and profitability, recommending strategies for protection (hedge) in relation to foreign exchange, interest rate and inflation risks. These are effectively in line with the Company’s strategy.

 

Cemig GT’s principal exposure risks are listed below:

 

Exchange rate risk

 

Cemig GT is exposed to the risk of increase in exchange rates, with significant impact on indebtedness, profit and cash flow.

 

The net exposure to exchange rates is as follows:

 

 

 

Consolidated and

 

 

 

Holding company

 

EXPOSURE TO EXCHANGE RATES

 

06/30/2009

 

03/31/2009

 

US dollar

 

 

 

 

 

Loans and financings

 

29,292

 

43,341

 

(-) Contracted hedge/swap (*)

 

62,728

 

60,014

 

 

 

92,020

 

103,355

 

Yen

 

 

 

 

 

Loans and financings

 

80,214

 

91,516

 

(-) Hedge transactions contracted

 

(78,604

)

(90,543

)

 

 

1,610

 

973

 

Euro

 

 

 

 

 

Loans and financings

 

9,361

 

10,342

 

Net liability exposure

 

102,991

 

114,670

 

 


(*) Includes the contracted transaction of R$ 75,000 — See item “b”

 

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Table of Contents

 

The Company estimates that, in a “probable” scenario, the appreciation of the foreign currencies against the Real at the end of twelve months will be 4.53%. The Company has made a sensitivity analysis on the effects on its results of depreciation in these exchange rates of 25% and 50% in relation to the “probable” scenario. We rate the chance of these two scenarios as “possible” and “remote”, respectively.

 

 

 

 

 

 

 

“Possible”

 

“Remote”

 

 

 

 

 

 

 

scenario: FX

 

scenario: FX

 

 

 

Base

 

Probable

 

depreciation

 

depreciation

 

Risk — FX exposure

 

Scenario

 

Scenario

 

25.00%

 

50.00%

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

29,292

 

30,619

 

38,274

 

45,928

 

(–) Hedge and swap transactions

 

62,728

 

65,569

 

81,962

 

98,354

 

 

 

92,020

 

96,188

 

120,236

 

144,282

 

Yen

 

 

 

 

 

 

 

 

 

Loans and financings

 

80,214

 

83,847

 

104,809

 

125,771

 

(–) Hedge transactions

 

(78,604

)

(82,164

)

(102,706

)

(123,247

)

 

 

1,610

 

1,683

 

2,103

 

2,524

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings

 

9,361

 

9,785

 

12,231

 

14,678

 

 

 

 

 

 

 

 

 

 

 

Net liability exposure

 

102,991

 

107,656

 

134,570

 

161,484

 

 

 

 

 

 

 

 

 

 

 

Net effect of FX depreciation

 

 

 

(4,665

)

(31,579

)

(58,493

)

 

Interest rate risk

 

Cemig GT is exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 13,212 on June 30, 2009.

 

In relation to the risk of increase of domestic interest rates, the Company’s exposure arises from its liabilities indexed to interest rates, which are as follows:

 

 

 

Consolidated

 

Holding company

 

EXPOSURE OF CEMIG GT TO BRAZILIAN INTEREST RATES

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments (Note 3)

 

1,070,063

 

1,239,912

 

1,060,617

 

1,228,972

 

Regulatory assets (Note 5 and 6)

 

180,409

 

26,755

 

180,409

 

26,755

 

 

 

1,250,472

 

1,266,667

 

1,241,026

 

1,255,727

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and Debentures (Note 14)

 

(2,515,008

)

(2,531,187

)

(2,515,008

)

(2,531,187

)

Regulatory liabilities (Note 12)

 

(12,148

)

(17,476

)

(12,148

)

(17,476

)

Hedge and swap transactions

 

(15,876

)

(30,529

)

(15,876

)

(30,529

)

 

 

(2,543,032

)

(2,579,192

)

(2,543,032

)

(2,579,192

)

Net liability exposure

 

(1,292,560

)

(1,312,525

)

(1,302,006

)

(1,323,465

)

 

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Table of Contents

 

In relation to the most significant interest rate risk, that of an increase in the Selic rate, the Company estimates that, in a probable scenario, the Selic rate at the end of June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively – scenarios which we assess as “possible” and “remote”, respectively.

 

 

 

 

 

Probable

 

“Possible”

 

“Remote”

 

 

 

Base scenario:

 

scenario:

 

scenario:

 

scenario:

 

Risk – Increase in domestic interest rates

 

Selic 9.16%

 

Selic 9.00%

 

Selic 11.25%

 

Selic 13.50%

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments

 

1,070,063

 

1,068,351

 

1,092,427

 

1,116,504

 

Regulatory assets

 

180,409

 

180,120

 

184,180

 

188,239

 

 

 

1,250,472

 

1,248,471

 

1,276,607

 

1,304,743

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans

 

(2,515,008

)

(2,510,984

)

(2,567,572

)

(2,624,159

)

Regulatory liabilities

 

(12,148

)

(12,129

)

(12,402

)

(12,675

)

Contracted hedge/swap

 

(15,876

)

(15,851

)

(16,208

)

(16,565

)

 

 

(2,543,032

)

(2,538,964

)

(2,596,182

)

(2,653,399

)

Net liability exposure

 

(1,292,560

)

(1,290,493

)

(1,319,575

)

(1,348,656

)

 

 

 

 

 

 

 

 

 

 

Net effect of variation in the Selic rate

 

 

 

2,067

 

(27,015

)

(56,096

)

 

Credit risk

 

This risk arises from the possibility of Cemig incurring losses as a result of difficulty in receiving amounts billed to their clients. The Company carries out monitoring for the purpose of reducing default, on an individual basis, with its consumers. Negotiations are also established to make possible receipt of any receivables in arrears.

 

Energy scarcity risk

 

The electricity sold is basically generated by hydroelectric plants. A prolonged period of shortage of rainfall could result in the reduction of the volume of water in the Company’s reservoirs, adversely affecting the recovery of their volume and resulting in losses as a result of increased costs of acquisition of electricity, or reduction of revenues in the event of adoption of a renewed rationing program, like the one put in place by the federal government in 2001.

 

Risk of early maturity of debt

 

The Company has contracts for loans, financings and debentures, with the restrictive covenant clauses normally applicable to these types of operation, related to the meeting of economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. The restrictive clauses were complied with in full on June 30, 2009.

 

Risk of non-renewal of concessions

 

The Company has concessions for commercial operation of generation, transmission and distribution services, and its Management expects that they will be renewed by Aneel and/or the Mining and Energy Ministry. If the Mining and Energy Ministry does not grant the applications for renewals of these concessions, or if it decides to renew them upon imposition of additional costs for the company (“concessions for consideration”) or establishment of a ceiling price, the present levels of activity and profitability could be altered.

 

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b) Financial instruments — derivatives

 

The derivative instruments contracted by the company have the purpose of protecting the company’s operations against the risks arising from foreign exchange variation and are not used for speculative purposes.

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require cash payments, but only the gains or losses that actually occur, recorded at fair value.

 

The net results of these transactions were losses in the second quarter of 2009, and gains in the second quarter of 2008, in the amounts, respectively, of R$ 46,724 e R$ 10,374, posted in Financial revenue (expenses).

 

Method of calculation of the fair value of positions

 

The fair value of financial investments was calculated taking into consideration the market prices of the security, or market information that makes such calculation possible, and future rates for similar securities. The market value of the security corresponds to its maturity value brought to present value by the discount factor obtained from the market yield curve in Reais.

 

This table shows the derivative instruments contracted by Cemig GT on June 30, 2009.

 

 

 

 

 

 

 

 

 

 

 

 

 

Lost not realized

 

Accumulated Effect

 

Receivable by

 

Payable by Cemig

 

 

 

 

 

 

 

 

 

 

 

Receivable

 

Payable

 

Cemig Geração e

 

Geração e

 

Maturity

 

Market

 

Principal amount contract*

 

Book Value

 

Fair Value

 

Amount

 

Amount

 

Transmissão

 

Transmissão

 

period

 

Trading

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

06/30/2009

 

US$ exchange rate + interest (5.58% p.a. to 7.48% p.a.)

 

R$ 100% of CDI + interest (2.98% p.a.. to 3.01% p.a.)

 

From 04/2009 to 11/2009

 

Over the counter (OTC)

 

US$6,288

 

US$6,473

 

(21.520

)

(17.998

)

(21.636

)

(18.441

)

 

(578

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

¥ (Japanese Yen) exchange rate + interest (3.90% p.a.)

 

R$ Brazilian interest rate – CDI (111% of CDI)

 

12/2009

 

Over the counter (OTC)

 

¥ 3,878,825

 

¥ 3,878,825

 

(25.561

)

(12.501

)

(40.812

)

(14.608

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ 106% of CDI

 

R$ or US$ 48% of CDI or exchange rate (the highest)

 

04/2010

 

Over the counter (OTC)

 

R$75,000

 

R$75,000

 

89

 

(1.812

)

89

 

(1.812

)

1.588

 

(355

)

 

 

 

 

 

 

 

 

 

 

 

 

(46.992

)

(32.311

)

(62.359

)

(34.861

)

1.588

 

(933

)

 

c) Sensitivity analysis

 

The first two derivative instruments described above show that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate on June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the CDI rate of 25% and 50%, respectively, in relation to June 30, 2009 — scenarios which we assess as “possible” and “remote”, respectively

 

In these “possible” and “remote” scenarios, the CDI rate on June 30, 2009 would be 11.25%, and 13.50%, respectively.

 

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The last derivative instrument shown in the table above indicates that the Company is exposed to the variation in the exchange rate of the US dollar against the Real (if it is greater than 48.00% of the CDI). The Company estimates that the exchange rate of the US dollar against the Real on June 30, 2010 will be R$ 2.04. The Company has made a sensitivity analysis of the effects on its results arising from uniform increases of 25% and 50% in the Real/dollar exchange rate in 2009 – these are scenarios of which we rate the chances as “possible” and “remote”, respectively: In these “possible” and “remote” scenarios, the Real/dollar exchange rate on June 30, 2009 would be R$ 2.55 and R$ 3.06, respectively.

 

 

 

Base

 

“Probable”

 

“Possible”

 

“Remote”

 

 

 

Scenario

 

Scenario

 

Scenario

 

Scenario

 

Risk - Increase in domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts in US$ and Yen

 

(90,876

)

(90,731

)

(92,775

)

(94,820

)

Net effect of variation of the Selic rate

 

 

 

145

 

(1,899

)

(3,944

)

 

 

 

 

 

 

 

 

 

 

Risk – increase in US$

 

 

 

 

 

 

 

 

 

Contracts updated at 106.00% of CDI

 

75,000

 

78,397

 

97,997

 

117,596

 

Net effect of the variation in the US$ 

 

 

 

(3,397

)

(22,997

)

(42,596

)

 

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CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

 

(Amounts in thousands of Reais unless otherwise stated.)

 

Net profit

 

Cemig GT reported net profit of R$ 684,638 in the first half of 2009 (1H09), 41.60% more than the net profit of R$ 483,492 reported for the first half of 2008 (1H08). The better result in 2009 is mainly due to net revenue 28.53% higher, partially offset by operational expenses 15.42% higher; and also to the extraordinary revenue of R$ 158,090 recorded in 2009 for the backdating of the Transmission Tariff Review.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig GT’s Ebitda in the first half of 2009 was 33.68% higher than in 2Q08. Adjusted for the non-recurring items, it was 19.01% higher.

 

Due to the announcement of the Transmission Tariff Review for Cemig GT, Aneel decided on repositioning of the Company’s Annual Permitted Transmission Revenue (RAP) at 5.35%, in the financial amount of R$ 158,090, arising from the effect of the repositioning being backdated to 2005.

 

The PDV Voluntary Retirement Program also impacted Ebitda in first half 2009, in the amount of R$ 37,203.

 

Ebitda – R$

 

06/30/2009

 

06/30/2008

 

Change, %

 

Net profit

 

684,638

 

483,492

 

41.60

 

+ income tax and Social Contribution

 

308,781

 

200,937

 

53.67

 

+ Profit shares

 

16,217

 

9,839

 

64.82

 

+ Financial revenues (expenses)

 

93,222

 

104,174

 

(10.51

)

+ Depreciation and amortization

 

112,815

 

110,915

 

1.71

 

= EBITDA

 

1,215,673

 

909,357

 

33.68

 

Non-recurring items:

 

 

 

 

 

 

 

+ The PPD Permanent Voluntary Retirement Program

 

 

10,538

 

 

+ The PDV Temporary Voluntary Retirement Program

 

37,203

 

 

 

– Review of Transmission Revenue – Technical Note 214/2009

 

(158,090

)

 

 

= ADJUSTED EBITDA

 

1,094,786

 

919,895

 

19.01

 

 

GRAPHIC

 

The higher Ebitda in the first half of 2009 than in 1Q08 mainly reflects net revenue 28.53% higher, partially offset by operational expenses (excluding effects of depreciation and amortization) 18.62% higher. Ebitda margin increased year-on-year, at 68.39% in 1H09 and 65.75% in 1H08

 

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Revenue from supply of electricity

 

Revenue from total electricity sales was R$ 1,740,088 in the first half of 2009, compared to R$ 1,469,640 in the first half of 2008 – an increase of 18.40%.

 

This result arises primarily from revenues from electricity sold to other concession holders and under ‘bilateral contracts’ being 21.55% higher year-on-year, due to two new contracts, through auctions, for sales to distributors at prices between R$ 125.00 and R$ 145.77. As a result, revenue from electricity sold was R$ 803,879 in first half 2009, compared with R$ 521,690 in 1H08, an increase of 54,09%.

 

On the other hand, volume of electricity sold to Free Consumers, at 8,145,941 MW, was 10.95% lower in 1H09 than in 1H08 (9,147,470 MWh), as a result of the effect of the global financial crisis on electricity demand in 2009. Revenues from these sales were R$ 842,882 in 1H09, 4.65% lower than in 2008 (R$ 884,006). Part of this lower level was offset by the annual adjustments in these contracts which for the most part are indexed to the IGP-M inflation index.

 

Revenue from use of the network

 

This revenue is primarily for use of the facilities that make up the basic transmission network of Cemig by generating companies and distributing companies that are participants in the Brazilian national grid system, according to amounts set by Aneel resolution, and was 53.42% higher in 1H09 than in 1H08. The difference is mainly due to the accounting, in June 2009, of Annual Permitted Revenue (RAP) from previous periods, totaling R$ 158,090, as a result of the Review of the Transmission Tariff being backdated over the period from July 1, 2005 to June 2009.

 

Deductions from operational revenues

 

Deductions from operational revenues totaled R$ 439,257 in 1H09, compared to R$ 405,364 in 1H08, an increase of 8.36%. Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account – CCC

 

The deduction from revenue relating to the CCC was R$ 11,316 in 1H09, compared to R$ 18,741 in 1H08, representing a reduction of 39.62%. This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an Aneel Resolution. Cemig GT merely passes through this cost, to Eletrobrás, after charging it to Free Consumers on their invoices for use of the grid.

 

Energy Development Account – CDE

 

The deduction from revenue for the CDE was R$ 12,268 in 1H09, compared to R$ 19,338 in 1H08, 36.56% lower year-on-year. The payments are specified by an Aneel Resolution. Cemig GT merely passes through this cost, to Eletrobrás, after charging it to Free Consumers on their invoices for use of the grid.

 

The other deductions from revenue are for taxes that are calculated as a percentage of billing. Hence their variations arise substantially from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Net financial revenue/expenses) in the first half of 2009 totaled R$ 674,730, 15.42% higher than in 1H08 (R$ 584,593). This mainly reflects Electricity bought for resale, Costs of raw materials and inputs, Personnel expenses, and Post-employment benefits.

 

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The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses in 1H09 were R$ 169,432, compared to R$ 134,397 in the first half of 2008, i.e. 26.07% higher year-on-year. This primarily reflects the following factors:

 

·                  Salary increase of 7.26% given to employees in November 2008.

·                  Provision for the PDV Voluntary Retirement Program, in the amount of R$ 37,203, in 1H09.

·                  Reduction in the number of employees, from 2,193 at the end of June 2008 to 2,117 at the end of June 2009.

·                  Lower transfer of costs from personnel expenses to works in progress (R$ 5,925 in 2009, vs. R$ 6,318 in 2008) due to less capital expenditure activity in 2009.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 14,666 in 1H09, 38.91% less than in 1H08 (R$ 24,008). These expenses basically represent the interest applicable to Cemig GT’s actuarial obligations, net of the expected investment yield from the assets of the plans, estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made to the actuarial assumptions in December 2008, which resulted in a reduction of the Company’s net obligations.

 

Raw materials and inputs for generation

 

This expense in 1H09 was R$ 4,070, 90.24% less than the expense of R$ 41,707 posted for 1H08. The reduction is because in 2008 there were purchases of fuel for the Igarapé thermal plant, which came into operation due to low reservoir levels resulting from low rainfall – and to serve electricity demand from Argentina.

 

Electricity bought for resale

 

The expense on this account in 1H09 was R$ 70,914, which compares with a reversal of expense of R$ 8,412 in 1H08. The difference is due to higher purchases of electricity in 2009 related to the sales activity.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 93,222 in 1H09, 10.51% less than the net financial expenses reported for 1H08, of R$ 104,174. The items in net financial expenses with the largest variations are:

 

·                  Revenue from cash investments was 22.94% higher year-on-year, due to a higher volume of cash invested in 2009.

 

·                  Revenue associated with the provision for loss on “Free Energy” receivables, of R$ 8,306, in 2009, compared with an expense of R$ 17,557 in 2008 – reflecting an adjustment made to the forecast for realization of credits receivable under the RTE.

 

·                  Net loss on FX variations in 2009, net of the compensatory effects relating to financial instruments, of R$ 17,294, which compares to a net loss of R$ 2,383 in 2008, arising basically on loans and financings in foreign currency indexed to the US dollar and the Yen. This is basically the result of losses on swaps, which are calculated monthly, which are significantly impacted when there are significant monthly variations in the Real-US$ exchange rate. Hence in spite of the dollar depreciating against the Real over a year, the losses on financial instruments exceeded the FX gains resulting from that depreciation.

 

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·                  Costs of loans and financings in Brazil 7.73% lower year-on-year, due to amortizations in the period and a lower accumulated CDI rate (the main indexor of contracts).

 

·                  Revenue from monetary variation on the General Agreement for the Electricity Sector 89.06% lower – at R$ 2,219 in 2009, vs. R$ 20,278 in 2008 – reflecting the reduction of the asset, due to receipt of amounts owed, through electricity invoices.

 

For a breakdown of financial revenues and expenses, please see Explanatory Notes 23 and 25 to the Quarterly Information.

 

Income tax and Social Contribution tax

 

In 1H09, Cemig GT posted expenses for income tax and the Social Contribution tax of R$ 308,781, representing 30.58% of the pre-tax profit of R$ 1,009,636. In 1H08, the Company posted expenses on income tax and the Social Contribution tax of R$ 200,937, representing 28.94% of the pre-tax profit of R$ 694,268. These effective rates are reconciled with the nominal rates in Explanatory Note 8 to the Quarterly Information. Tax advantages of R$ 36,426 and R$ 31,269, in 1H09 and 1H08 respectively, resulted from payment of Interest on Equity.

 

INCOME STATEMENTS FOR THE SECOND QUARTERS OF 2009 AND 2008

 

 

 

Second

 

Second

 

 

 

 

 

quarter

 

quarter

 

 

 

 

 

2009

 

2008

 

Change, %

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

Revenue from supply of electricity

 

970,940

 

748,325

 

29.75

 

Revenue for use of the network

 

314,579

 

153,162

 

105.39

 

Other operational revenues

 

5,496

 

8,850

 

(37.90

)

Gross operational revenue

 

1,291,015

 

910,337

 

41.82

 

Deductions from operational revenue

 

(245,706

)

(210,075

)

16.96

 

Net operational revenue

 

1,045,309

 

700,262

 

49.27

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

Personnel expenses

 

(105,356

)

(70,075

)

50.35

 

Forluz post-employment obligations

 

(7,333

)

(12,004

)

(38.91

)

Materials

 

(3,743

)

(3,998

)

(6.38

)

Raw materials and inputs

 

(4,070

)

(19,922

)

(79.57

)

Outsourced services

 

(28,354

)

(26,114

)

8.58

 

Depreciation and amortization

 

(56,789

)

(54,570

)

4.07

 

Royalties for use of water resources

 

(35,323

)

(31,137

)

13.44

 

Operational provisions

 

(804

)

425

 

 

Electricity bought for resale

 

(43,724

)

(3,768

)

1.060.40

 

Charges for the use of the basic transmission grid

 

(70,120

)

(64,768

)

8.26

 

Other expenses, net

 

(16,521

)

(13,073

)

26.37

 

 

 

(372,137

)

(299,004

)

24.46

 

Operational profit

 

673,172

 

401,258

 

67.77

 

NET FINANCIAL REVENUE (EXPENSES)

 

(43,032

)

(24,488

)

75.73

 

Profit before income tax and Social Contribution tax

 

630,140

 

376,770

 

67.25

 

Income tax and Social Contribution tax

 

(172,140

)

(93,985

)

83.16

 

Profit shares

 

(5,774

)

(5,021

)

15.00

 

Net profit for the period

 

452,226

 

277,764

 

62.81

 

 

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Table of Contents

 

Profit for the quarter

 

For the second quarter of 2009, Cemig GT reports net profit of R$ 452,226, 62.81% higher than the net profit of R$ 277,764 reported for 2Q08. The higher result primarily reflects Net revenue 49.27% higher year-on-year.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig GT’s Ebitda was 60.14% higher in 2Q09 than 2Q08:

 

EBITDA

 

2Q09

 

2Q08

 

Change, %

 

Net profit

 

452,226

 

277,764

 

62.81

 

+ Current and deferred income tax and Social Contribution tax

 

172,140

 

93,985

 

83.16

 

+ Profit shares

 

5,774

 

5,021

 

15.00

 

+ – Financial revenues (expenses)

 

43,032

 

24,488

 

75.73

 

+ Depreciation and amortization

 

56,789

 

54,570

 

4.07

 

= EBITDA

 

729,961

 

455,828

 

60.14

 

Non-recurring items:

 

 

 

 

 

 

 

+ The PPD Permanent Voluntary Retirement Program

 

321

 

8,460

 

(96.21

)

+ The PDV Temporary Voluntary Retirement Program

 

37,203

 

 

 

– Review of Transmission Revenue – Technical Note 214/2009

 

(158,090

)

 

 

= ADJUSTED EBITDA

 

609,395

 

464,288

 

31.25

 

 

 

The higher Ebitda in 2Q09 than in 2Q08 mainly reflects net revenue 49.27% higher, partially offset by operational expenses (excluding effects of depreciation and amortization) 29.01% higher. Ebitda margin increased year-on-year, 65.09% in 2008 to 69.83% in 2009.

 

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Revenue from supply of electricity

 

 

 

MWh (**)

 

 

 

R$

 

 

 

 

 

 

 

Change,

 

 

 

Change,

 

 

 

2Q09

 

2Q08

 

%

 

2Q09

 

2Q08

 

%

 

Industrial

 

4,006,327

 

4,654,551

 

(13.93

)

433,566

 

452,028

 

(4.08

)

Commercial

 

2,145

 

 

 

6,233

 

 

 

Supply not invoiced, net

 

 

 

 

(8,634

)

2,620

 

 

 

 

4,008,472

 

4,654,551

 

(13.88

)

431,164

 

454,648

 

(5.17

)

Supply to other concession holders (*)

 

4,337,061

 

3,066,354

 

41.44

 

520,963

 

280,865

 

85.49

 

Transactions in electricity on CCEE

 

255,298

 

465,163

 

(45.12

)

18,813

 

12,926

 

45.54

 

Total

 

8,600,831

 

8,186,068

 

5.07

 

970,940

 

748,439

 

29.73

 

 


(*)  Includes Contracts for Sale of Energy in the Regulated Market (CCEARs) and “bilateral contracts” with other agents.

(**)  Information in MWh not reviewed by our external auditors.

 

Revenue from supply of electricity in 2Q09 was R$ 970,940, 29.73% more than in 2Q08 (R$ 748,439).

 

This reflects revenues from electricity sold to other concession holders and under ‘bilateral contracts’ being 41.44% higher year-on-year, due to two new contracts through auctions for sales to distributors at prices between R$ 125.00 and R$ 145.77. Due to the price, revenue from electricity sold was 85,49% higher, at R$ 520,963, in first half 2009, than in 1H08 (R$ 280,865).

 

At the same time, volume of electricity sold to Free Consumers, at 4,006,327 MW in 2Q09, was 13.93% lower than in 2Q08 (4,654,551 MWh), reflecting the effect of the global financial crisis on electricity demand in 2009. Revenues from these sales were R$ 431,164 in 2Q09, 5.14% lower than in 2008 (R$ 454,648). Part of this lower level was offset by the annual adjustments in these contracts, in relation to the previous year, which for the most part are indexed to the IGP-M inflation index.

 

Revenue from use of the network

 

This revenue is from the tariff charged to agents in the electricity sector, including Free Consumers connected to the high voltage network, for use of the basic transmission grid owned by the Company, associated with the Brazilian grid. Amounts receivable are recorded in Assets, under “Concession holders – Transport of electricity”. Revenue 105.39% higher in 2Q09 than 2Q08 reflects the accounting in June 2009 of revenue totaling R$ 158,090 due to the backdating of the Transmission Tariff Review to cover the period from July 1, 2005, to June 30, 2009.

 

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Table of Contents

 

Deductions from operational revenues

 

 

 

2Q09

 

2Q08

 

Change, %

 

 

 

 

 

 

 

 

 

ICMS tax

 

82,329

 

84,721

 

(2.82

)

Cofins tax

 

91,127

 

62,660

 

45.43

 

PIS and Pasep taxes

 

24,999

 

13,602

 

83.79

 

ISS value-added tax on services

 

113

 

263

 

(57.03

)

Other

 

142

 

 

 

 

 

198,710

 

161,246

 

23.23

 

 

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

24,507

 

19,861

 

23.39

 

Energy Development Account – CDE

 

6,472

 

11,161

 

(42.01

)

Fuel Consumption Account – CCC

 

5,967

 

11,614

 

(48.62

)

Research and Development – R&D

 

3,939

 

2,726

 

44.50

 

National Scientific and Technological Development Fund (FNDCT)

 

4,112

 

2,726

 

50.84

 

Energy System Expansion Research – EPE

 

1,999

 

741

 

169.77

 

 

 

46,996

 

48,829

 

(3.75

)

 

 

245,706

 

210,075

 

16.96

 

 

Main year-on-year variations in the deductions from revenue:

 

The Global Reversion Reserve – RGR

 

This deduction from revenue was 23.39% higher in 2Q09 than 2Q08. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff.

 

The Fuel Consumption Account – CCC

 

This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an Aneel Resolution. This amount is charged to Free Consumers, on their invoice for use of the basic grid, and passed on to Eletrobrás, hence Cemig GT acts only as an agent to pass on this cost. Cemig GT’s contribution to the CCC was 48.62% lower in 2Q09 than in 2Q08.

 

Energy Development Account – CDE

 

Payments of the CDE are specified by Aneel Resolution. They were 42.01% higher in 2Q09 than in 2Q08. Cemig GT merely passes through this cost, to Eletrobrás, after charging it to Free Consumers on their invoices for use of the grid.

 

The other deductions from revenue are for taxes calculated as a percentage of billing, and their variations thus substantially arise from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 372,137 in 2Q09, 24.46% more than in 2Q08 (R$ 299,004). This variation mainly reflects increases in costs of Electricity bought for resale, Raw materials and inputs, Personnel expenses and Post-employment benefits.

 

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Table of Contents

 

The main year-on-year variations in these expenses were:

 

Personnel expenses

 

Personnel expenses totaled R$ 105,356 in 2Q09, 50.35% more than in 2Q08 (R$ 70,075). This arises from the salary increase of 7.26% given to employees in November 2008 and the provision of R$ 37,203 for the PDV Temporary Voluntary Retirement Program, in 2Q09. The increase was partially mitigated by the lower number of employees: 2,117 at the end of June 2009, vs. 2,193 at the end of June 2008.

 

Post-employment obligations

 

The expense on post-employment obligations in 2Q09 totaled R$ 7,333, 38.91% more than in 2Q08 (R$ 12,004). This expense basically consists of interest on the actuarial liabilities of Cemig GT, net of expected return on assets held by the pension plans, estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made to the actuarial assumptions in December 2008, which resulted in a reduction of the Company’s net obligations.

 

Raw materials and inputs for generation

 

This expense in 2Q09 totaled R$ 4,070, 79.57% less than in 2Q08 (R$ 19,922). The variation is due to purchase of fuel for the Igarapé plant in 2008, which came into operation due to low reservoir levels.

 

Electricity bought for resale

 

The expense on this account in 2Q09 was R$ 43,724, 1,060.40% more than the expense of R$ 3,768 in 2Q08. This reflects higher purchase and sale of electricity in 2009.

 

Charges for use of the transmission grid

 

Expenses on charges for the use of the transmission grid were R$ 70,120 in 2Q09, 8.26% higher than in 2Q08 (R$ 64,768). This expense refers to the charges payable by electricity distribution and generation agents for use of the facilities that are components of the basic grid, as set by an Aneel Resolution.

 

Depreciation and amortization

 

The expense on depreciation and amortization was similar in the two periods: R$ 56,789 in 2Q09 and R$ 54,570 in 2Q08.

 

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Financial revenues (expenses)

 

 

 

2Q09

 

2Q08

 

Change, %

 

RECEITAS FINANCEIRAS

 

 

 

 

 

 

 

Revenue from cash investments

 

34,491

 

29,447

 

17.13

 

Arrears penalty payments on electricity bills

 

272

 

3,104

 

(91.24

)

Monetary updating on General Agreement for the Electricity Sector

 

1,008

 

9,118

 

(88.94

)

FX variations

 

18,858

 

6,888

 

173.78

 

Pasep and Cofins taxes on financial revenues

 

(96

)

(842

)

(88.60

)

Gains on financial instruments

 

1,049

 

1,176

 

(10.80

)

Adjustment to present value

 

317

 

8,071

 

(96.07

)

Other

 

5,467

 

21,546

 

(74.63

)

 

 

61,366

 

78,508

 

(21.83

)

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(71,682

)

(84,578

)

(15.25

)

Monetary updating – CCEE

 

(1,481

)

 

 

FX variations

 

(6

)

7,807

 

 

Losses on financial instruments

 

(28,076

)

(14,206

)

97.63

 

Provision for losses on recovery of Extraordinary Tariff Recomposition – RTE

 

(416

)

(7,397

)

(94.38

)

Adjustment to present value

 

(2,464

)

(1,603

)

53.71

 

Other

 

(273

)

(3,019

)

(90.96

)

 

 

(104,398

)

(102,996

)

1.36

 

 

 

(43,032

)

(24,488

)

75.73

 

 

Financial revenue (expenses) in 2Q09 was significantly different from 2Q08: Cemig GT posted financial expenses of R$ 24,488 in 2008, compared with financial expenses of R$ 43,032 in 2009. Main factors were:

 

·                  Revenue from cash investments R$ 5,044 higher in 1Q09, due to a higher volume of cash invested.

 

·                  Recognition of a net expense of R$ 2,147 in 2009, vs. a net revenue of R$ 6,468 in 2008, from adjustment to present value, in compliance with CVM Instruction 469 of May 2, 2008.

 

·                  Revenue from monetary updating on the General Agreement for the Electricity Sector R$ 8,110 lower – reflecting the reduction of the asset, due to receipt of amounts owed, through electricity invoices.

 

·                  Net loss on FX variations, net of the compensatory effects relating to financial instruments, of R$ 8,175 in 2009, which compares with a net gain of R$ 1,665 in 2008, arising basically on loans and financings in foreign currency, indexed mainly to the US dollar and the Yen.

 

Income tax and Social Contribution tax

 

Cemig GT’s expenses in 2Q09 on income tax and the Social Contribution tax in 2Q09 totaled R$ 172,140, on profit of R$ 630,140 before tax effects, a percentage of 27.32%. In 2Q08 the Company’s expenses on income tax and the Social Contribution tax were R$ 93,985, on profit of R$ 376,770 before tax effects, a percentage of 24.94%. Tax advantages of R$ 36,426 and R$ 31,269, in 2009 and 2008 respectively, resulted from payment of Interest on Equity.

 

**********************

 

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INDEPENDENT AUDITORS’ REVIEW REPORT

 

To

The Board of Directors

Cemig Geração e Transmissão S.A.

Belo Horizonte - MG

 

1.     We have reviewed the Quarterly Financial Information — ITR of Cemig Geração e Transmissão S.A. (the Company) and the consolidated Quarterly Financial Information of the Company and its subsidiaries for the quarter ended June 30, 2009, comprising the balance sheet, the statements of income, changes in shareholders’ equity and of cash flows, the explanatory notes and management report, which are the responsibility of its management.

 

2.     Our review was conducted in accordance with the specific rules set forth by the IBRACON — The Brazilian Institute of Independent Auditors, in conjunction with the Federal Accounting Council — CFC, and consisted mainly of the following: (a) inquiries and discussions with the persons responsible for the Accounting, Finance and Operational areas of the company and its subsidiaries as to the main criteria adopted in the preparation of the Quarterly Financial Information — ITR; and (b) reviewing information and subsequent events that have or may have relevant effects on the financial position and operations of the Company and its subsidiaries.

 

3.     Based on our review, we are not aware of any material modification that should be made in accounting information included in the Quarterly Financial Information — ITR described above, for it to be in accordance with the rules issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Financial Information — ITR, including the Instruction CVM Nº 469/08.

 

4.     As mentioned in Note 2 to the financial information, the accounting practices adopted in Brazil have been changed in 2008 and the effects of the first time adoption were recognized of the Company and its subsidiaries on the fourth quarter of 2008 and disclosure in the financial statements for the year ended December 31, 2008. The statement of income, changes in shareholders’ equity and cash flow for the quarter ended June 30, 2008, presented in connection with the Quarterly Financial Information — ITR, did not change for comparison purposes, as permitted by Direct Release/CVM/SNC/SEP nº 02/2009 (Ofício Circular).

 

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5.     As described in Notes 5, 12 and 17 to the financial information, Cemig Geração e Transmissão S.A. has assets and liabilities recorded in relation to transactions for the sale and purchase of energy and other transactions on the Electricity Trading Chamber (CCEE) (previously called “MAE”). These amounts were recorded on the basis of calculations prepared and published by the CCEE for transactions carried out to June 30, 2009, and may be changed as a result of decisions in current Court Proceedings brought by companies in the sector, in relation to the interpretation of the rules of the wholesale energy market in effect at the moment in which referred transactions are realized.

 

August 13, 2009

 

Original report in Portuguese signed by

 

KPMG Auditores Independentes

CRC SP014428/O-6-F-MG

 

Marco Túlio Fernandes Ferreira

Accountant CRCMG058176/O-0

 

**********************

 

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15.         Quarterly Financial Information for the quarter ended June 30, 2009, Cemig Distribuição S.A.

 

192



Table of Contents

 

 

 

CONTENTS

 

BALANCE SHEETS

 

194

INCOME STATEMENTS

 

196

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

 

197

STATEMENTS OF CASH FLOWS

 

198

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

199

1) – OPERATIONAL CONTEXT

 

199

2) – PRESENTATION OF THE QUARTERLY INFORMATION

 

199

3) – CASH AND CASH EQUIVALENTS

 

200

4) – CONSUMERS AND TRADERS

 

200

5) – REGULATORY ASSETS AND LIABILITIES

 

201

6) – THE EXTRAORDINARY TARIFF RECOMPOSITION, AND “PORTION A”

 

201

7) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES – CVA

 

203

8) – TAXES SUBJECT TO OFFSETTING

 

203

9) – TAX CREDITS

 

204

10) – REGULATORY ASSET – PIS/PASEP AND COFINS

 

205

11) – FIXED ASSETS

 

206

12) – INTANGIBLE

 

206

13) – SUPPLIERS

 

207

14) – TAXES, CHARGES AND CONTRIBUTIONS

 

207

15) – LOANS, FINANCINGS AND DEBENTURES

 

208

16) – REGULATORY CHARGES

 

210

17) – POST-EMPLOYMENT OBLIGATIONS

 

210

18) – CONTINGENCY PROVISIONS

 

212

19) – STOCKHOLDERS’ EQUITY

 

213

20) – GROSS REVENUE FROM RETAIL SUPPLY OF ELECTRICITY, AND REVENUE FOR USE OF THE NETWORK – CAPTIVE CONSUMERS

 

214

21) REVENUE FROM USE OF THE NETWORK – FREE CONSUMERS

 

214

22) – OTHER OPERATIONAL REVENUES

 

214

23) – DEDUCTIONS FROM OPERATIONAL REVENUE

 

215

24) – OPERATIONAL COSTS AND EXPENSES

 

215

25) – NET FINANCIAL REVENUES (EXPENSES)

 

217

26) – RELATED PARTY TRANSACTIONS

 

218

27) – FINANCIAL INSTRUMENTS

 

219

28) – FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D AND TARIFF ADJUSTMENT

 

223

29) – THE TARIFF ADJUSTMENT

 

223

ECONOMIC AND FINANCIAL PERFORMANCE

 

224

INDEPENDENT AUDITORS’ REVIEW REPORT

 

235

 

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Table of Contents

 

BALANCE SHEETS

 

AT JUNE 30, 2009 AND MARCH 31, 2009

 

ASSETS

 

R$ ’000

 

 

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

262,031

 

483,827

 

Consumers and traders (Note 4)

 

1,466,741

 

1,384,982

 

Extraordinary Tariff Recomposition, and Portion “A” (Note 6)

 

317,042

 

288,427

 

Concession holders transport of energy

 

335,571

 

350,350

 

Taxes subject to offsetting (Note 8)

 

543,416

 

425,269

 

Anticipated expenses CVA (Note 7)

 

613,760

 

542,899

 

Tax credits (Note 9)

 

184,465

 

167,574

 

Deferred Tariff Adjustment

 

 

14,644

 

Deposits linked to legal actions

 

33,790

 

183,531

 

Inventories

 

20,321

 

23,812

 

Others

 

178,658

 

163,048

 

TOTAL, CURRENT

 

3,955,795

 

4,028,363

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

Non-current financial assets

 

 

 

 

 

Extraordinary Tariff Recomposition, and Portion “A” (Note 6)

 

66,444

 

165,296

 

Anticipated expenses CVA (Note 7)

 

487,623

 

612,396

 

Tax credits (Note 9)

 

182,230

 

203,483

 

Regulatory asset PIS, Pasep and Cofins (Note 10)

 

46,240

 

46,240

 

Taxes subject to offsetting (Note 8)

 

57,351

 

57,351

 

Deposits linked to legal actions

 

307,992

 

258,799

 

Consumers and traders (Note 4)

 

9,202

 

10,416

 

Receivable from related parties (Note 26)

 

26,003

 

25,883

 

Other credits

 

28,252

 

27,665

 

 

 

1,211,337

 

1,407,529

 

 

 

 

 

 

 

Investments

 

5,550

 

5,552

 

Property, plant and equipment (Note 11)

 

4,243,917

 

4,157,570

 

Intangible (Note 12)

 

223,282

 

224,151

 

TOTAL NON-CURRENT ASSETS

 

5,684,086

 

5,794,802

 

TOTAL ASSETS

 

9,639,881

 

9,823,165

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

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Table of Contents

 

BALANCE SHEETS

 

AT JUNE 30, 2009 AND MARCH 31, 2009

 

LIABILITIES

 

R$ ’000

 

 

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

Loans and financings (Note 15)

 

383,315

 

332,840

 

Debentures (Note 15)

 

20,436

 

36,123

 

Suppliers (Note 13)

 

557,805

 

545,397

 

Taxes, charges and contributions (Note 14)

 

394,360

 

453,337

 

Interest on Equity and dividends (Note 26)

 

521,484

 

682,227

 

Salaries and mandatory charges on payroll

 

285,407

 

134,990

 

Regulatory charges (Note 16)

 

310,735

 

286,887

 

Profit shares

 

37,492

 

28,594

 

Post-employment obligations (Note 17)

 

56,020

 

54,580

 

Regulatory liabilities CVA (Note 7)

 

212,438

 

123,051

 

Regulatory liabilities Tariff Review (Note 28)

 

203,615

 

264,626

 

Provision for losses on financial instruments (Note 27)

 

96,445

 

80,386

 

Others

 

251,318

 

267,490

 

TOTAL, CURRENT

 

3,330,870

 

3,290,528

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

Loans and financings (Note 15)

 

1,447,042

 

1,646,730

 

Debentures (Note 15)

 

739,155

 

735,467

 

Contingency provisions (Note 18)

 

71,144

 

69,973

 

Suppliers (Note 13)

 

1,095

 

906

 

Post-employment obligations (Note 17)

 

814,826

 

823,773

 

Taxes, charges and contributions (Note 14)

 

317,215

 

254,321

 

Regulatory liabilities CVA (Note 7)

 

410,709

 

459,201

 

Regulatory charges (Note 16)

 

7,679

 

15,550

 

Other

 

11,952

 

10,371

 

TOTAL NON-CURRENT

 

3,820,817

 

4,016,292

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 19)

 

 

 

 

 

Registered capital

 

2,261,998

 

2,261,998

 

Profit reserves

 

214,013

 

214,013

 

Retained earnings

 

12,183

 

40,334

 

STOCKHOLDERS’ EQUITY

 

2,488,194

 

2,516,345

 

TOTAL LIABILITIES

 

9,639,881

 

9,823,165

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

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Table of Contents

 

INCOME STATEMENTS

 

FOR THE QUARTERS ENDED JUNE 30, 2009 AND 2008

 

(In R$ ’000, expect net profit per thousand shares)

 

 

 

06/30/2009

 

06/30/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

Gross supply of electricity (Note 20)

 

1,778,834

 

1,241,998

 

Revenue for use of the network – Captive Consumers (Note 20)

 

2,313,591

 

3,185,281

 

Revenue for use of the network – Free Consumers (Note 21)

 

538,187

 

655,825

 

Other operational revenues (Note 22)

 

37,229

 

37,180

 

 

 

4,667,841

 

5,120,284

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 23)

 

(1,892,516

)

(2,008,372

)

NET OPERATIONAL REVENUE

 

2,775,325

 

3,111,912

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

COST OF ELECTRICITY

 

 

 

 

 

Energy purchased for resale (Note 24)

 

(1,243,570

)

(1,180,675

)

Charges for the use of the basic transmission grid (Note 24)

 

(254,942

)

(233,300

)

 

 

(1,498,512

)

(1,413,975

)

COST OF OPERATION (Note 24)

 

 

 

 

 

Personnel and managers

 

(332,098

)

(359,959

)

Post-employment obligations

 

(29,767

)

(68,643

)

Materials

 

(40,826

)

(39,349

)

Outsourced services

 

(221,218

)

(177,882

)

Depreciation and amortization

 

(157,634

)

(189,173

)

Operational provisions

 

(1,872

)

(9,783

)

Other

 

(52,094

)

(30,475

)

 

 

(835,509

)

(875,264

)

 

 

 

 

 

 

TOTAL COST

 

(2,334,021

)

(2,288,239

)

 

 

 

 

 

 

GROSS PROFIT

 

441,304

 

822,673

 

 

 

 

 

 

 

OPERATIONAL COST (Note 24)

 

 

 

 

 

Selling expenses

 

(43,957

)

(36,798

)

General and administrative expenses

 

(227,248

)

(63,988

)

Other operational expenses

 

(22,316

)

(15,017

)

 

 

(293,521

)

(115,803

)

PROFIT FROM THE SERVICE (Operational profit before Financial revenues and expenses)

 

147,783

 

706,870

 

NET FINANCIAL REVENUES (EXPENSES) (nota 25)

 

(7,261

)

23,293

 

 

 

 

 

 

 

PROFIT BEFORE TAXATION AND PROFIT SHARES

 

140,522

 

730,163

 

 

 

 

 

 

 

Income tax and Social Contribution (Note 9b)

 

(87,093

)

(244,850

)

Income tax and Social Contribution – deferred (Note 9b)

 

86,058

 

35,711

 

Employees’ and managers’ profit shares

 

(51,102

)

(33,748

)

NET PROFIT FOR THE PERIOD

 

88,385

 

487,276

 

NET PROFIT PER THOUSAND SHARES, R$

 

39.07

 

215.42

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

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Table of Contents

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE QUARTELY AND THE SEMESTER ENDED ON JUNE 30, 2009

 

(In Thousand of Reais, expect for dividends and Interest on Equity per thousand shares)

 

 

 

Registered

 

Profit

 

Retained

 

 

 

 

 

capital

 

reserves

 

earnings

 

Total

 

BALANCE AT MARCH 31, 2009

 

2,261,998

 

214,013

 

40,334

 

2,516,345

 

 

 

 

 

 

 

 

 

 

 

Net profit for the period

 

 

 

 

 

48,051

 

48,051

 

Allocation of profits:

 

 

 

 

 

 

 

 

 

Interest on Equity (Note 19)

 

 

 

 

 

(76,202

)

(76,202

)

BALANCE AT JUNE 30, 2009

 

2,261,998

 

214,013

 

12,183

 

2,488,194

 

 

 

 

Registered

 

Profit

 

Retained

 

 

 

 

 

capital

 

reserves

 

earnings

 

Total

 

BALANCE AT DECEMBER 31, 2008

 

2,261,998

 

214,013

 

 

2,476,011

 

 

 

 

 

 

 

 

 

 

 

Net profit for the period

 

 

 

 

 

88,385

 

88,385

 

Allocation of profits:

 

 

 

 

 

 

 

 

 

Interest on Equity (Note 19)

 

 

 

 

 

(76,202

)

(76,202

)

BALANCE AT JUNE 30, 2009

 

2,261,998

 

214,013

 

12,183

 

2,488,194

 

 

The Explanatory Notes are an integral part of the Quarterly Information

 

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Table of Contents

 

STATEMENTS OF CASH FLOWS

 

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

 

R$ ’000

 

 

 

06/30/2009

 

06/30/2008

 

FROM OPERATIONS

 

 

 

 

 

Net profit for the period

 

88,385

 

487,276

 

Expenses (Revenues) not affecting Cash and cash equivalents

 

 

 

 

 

Depreciation and amortization

 

162,938

 

191,801

 

Write-offs of fixed assets, net

 

7,032

 

10,457

 

Interest and monetary variations – Non-current

 

(30,785

)

(21,174

)

Deferred income tax and Social Contribution

 

(86,058

)

(35,711

)

Provisions for operational losses

 

28,686

 

35,499

 

Provision for losses on financial instruments

 

28,253

 

22,929

 

Post-employment obligations

 

45,879

 

74,337

 

 

 

244,330

 

765,414

 

(Increase) reduction of assets

 

 

 

 

 

Consumers and traders

 

(141,128

)

(9,408

)

The Extraordinary Tariff Recomposition

 

138,904

 

160,460

 

Taxes subject to offsetting

 

(200,586

)

(225,796

)

Transport of energy

 

53,343

 

26,339

 

Deferred tariff adjustment

 

133,423

 

186,204

 

PIS and Cofins taxes

 

 

69,887

 

Other current assets

 

156,580

 

(170,256

)

Payments into court

 

(95,160

)

(3,220

)

Anticipated expenses – CVA

 

(111,212

)

(63,542

)

Tax credits

 

131,021

 

36,063

 

Other

 

9,201

 

625

 

 

 

74,386

 

7,356

 

Increase (reduction) of liabilities

 

 

 

 

 

Suppliers

 

(50,456

)

(152,213

)

Taxes and Social Contribution

 

34,709

 

178,250

 

Salaries and mandatory charges on payroll

 

86,778

 

(19,834

)

Charges passed through to consumer

 

(16,338

)

24,526

 

Loans and financings

 

(34,036

)

(26,435

)

Post-employment obligations

 

(61,363

)

(83,455

)

Regulatory liabilities – CVA

 

13,741

 

(29,208

)

Regulatory liabilities – Tariff Review

 

203,615

 

(12,344

)

Other

 

(86,495

)

(21,384

)

 

 

90,155

 

(142,097

)

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

408,871

 

630,673

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Financings obtained

 

 

 

 

 

Short-term loans

 

6,050

 

118,485

 

Payments of loans and financings

 

(82,315

)

(263,701

)

Interest on Equity and dividends

 

(236,945

)

(283,631

)

CASH USED AT FINANCING ACTIVITIES

 

(313,210

)

(428,847

)

 

 

 

 

 

 

TOTAL INFLOW OF FUNDS

 

95,661

 

201,826

 

 

 

 

 

 

 

CAPITAL EXPENDITURE

 

 

 

 

 

On investments

 

 

(1,247

)

In fixed assets

 

(323,122

)

(304,767

)

Special Obligations – consumer contributions

 

47,071

 

21,308

 

CASH USED AT INVESTMENTS ACTIVITIES

 

(276,051

)

(284,706

)

 

 

 

 

 

 

NET CHANGE IN CASH POSITION

 

(180,390

)

(82,880

)

STATEMENT OF CHANGES IN CASH POSITION

 

 

 

 

 

At start of the year

 

442,421

 

636,286

 

At end of the period

 

262,031

 

553,406

 

 

 

(180,390

)

(82,880

)

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

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Table of Contents

 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

JUNE 30, 2009

 

In R$ $ ’000, except where otherwise stated.

 

1) – OPERATIONAL CONTEXT

 

Cemig Distribuição S.A. (“Cemig D”, or “Cemig Distribution”, “the Company” or “Cemig Distribuição”) is a Brazilian corporation registered for listing with the Brazilian Securities Commission (CVM), and a wholly-owned subsidiary of Companhia Energética de Minas Gerais — Cemig (“Cemig”), created on September 8, 2004 and which started operating on January 1, 2005, as a result of the segregation of Cemig’s business activities. Its shares are not traded on any exchange.

 

Cemig Distribution has a concession area of 567,478 Km2, approximately 97% of the Brazilian State of Minas Gerais, serving 6,717,232 consumers as of June 30, 2009. (Information not reviewed by our external auditors).

 

2) – PRESENTATION OF THE QUARTERLY INFORMATION

 

2.1) Presentation of the Quarterly Information

 

The quarterly financial statements were prepared according to accounting principles adopted in Brazil, namely: the Brazilian Corporate Law; the Statements, Orientations and Interpretations issued by the Accounting Statements Committee; the rules of the Brazilian Securities Commission (CVM — Comissão de Valores Mobiliários); and rules of the specific legislation applicable to holders of electricity concessions, issued by the National Electricity Agency, ANEEL.

 

The quarterly information has been prepared according to accounting principles, methods and criteria that are uniform in relation to those adopted in the previous business year. In accordance with that, the quarterly information must be read with the financial information of the previous year.

 

2.2) Change in the Brazilian Corporate Law

 

Law 11.638/07 alters and repeals provisions, and creates new provisions, in the Brazilian Corporate Law, in the chapter relating to disclosure and preparation of financial statements. Among other aspects, this changes the criterion for recognition and valuation of certain assets and liabilities. The aim of these changes is to increase the transparency of financial statements of Brazilian companies and eliminate some regulatory barriers that were an obstacle to the process of convergence of these financial statements with International Financial Reporting Standards (IFRS).

 

Law 11.638/07 and Provisional Measuere 449/08 alters the Law 6.404/76 the aspects related to the Financial Statements.

 

In the Financial Statement of 2008, the Company has adopted for the first time the changes in the Brazilian Corporate Law made by Law 11.638 approved on December 28, 2007, with the respective changes made by the Provisional Measure 449 on December 3, 2008.

 

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3) – CASH AND CASH EQUIVALENTS

 

 

 

06/30/2009

 

03/31/2009

 

Bank accounts

 

38,270

 

62,530

 

Cash investments

 

 

 

 

 

Bank deposit certificates

 

217,509

 

413,035

 

Treasury Financial Notes (LFTs)

 

1,996

 

3,834

 

National Treasury Notes (LTNs)

 

3,767

 

68

 

Other

 

489

 

4,360

 

 

 

223,761

 

421,297

 

 

 

262,031

 

483,827

 

 

Cash investments consist of transactions carried out with Brazilian financial institutions, contracted on normal market conditions and under normal market rates. They have high liquidity and are promptly convertible into known amounts of cash, not being subject to a significant risk of change in value.

 

These financial investments are, principally, bank certificates of deposit and fixed income funds, remunerated, substantially, by percentages indexed to variation in the CDI (Interbank Certificate of Deposit) rate, varying between 101% and 103% of that rate.

 

4) – CONSUMERS AND TRADERS

 

 

 

Balances

 

Up to 90

 

More than

 

 

 

 

 

 

 

not yet

 

days past

 

90 days

 

Total

 

Consumer type

 

due

 

due

 

past due

 

06/30/2009

 

03/31/2009

 

Residential

 

338,239

 

144,426

 

122,972

 

605,637

 

607,559

 

Industrial

 

131,031

 

31,412

 

271,654

 

434,097

 

399,364

 

Commercial, services and others

 

174,778

 

42,972

 

92,168

 

309,918

 

296,333

 

Rural

 

56,223

 

14,691

 

22,820

 

93,733

 

81,733

 

Public authorities

 

35,835

 

4,523

 

45,688

 

86,047

 

81,824

 

Public illumination

 

40,713

 

2,820

 

20,024

 

63,557

 

50,647

 

Public service

 

50,481

 

1,673

 

10,248

 

62,402

 

52,731

 

Subtotal – Consumers

 

827,300

 

242,517

 

585,574

 

1,655,391

 

1,570,191

 

Wholesale supply to other concession holders

 

 

18

 

899

 

917

 

988

 

Provision for doubtful receivables

 

 

 

(189,567

)

(189,567

)

(186,197

)

 

 

827,300

 

242,535

 

396,906

 

1,466,741

 

1,384,982

 

 

Credits receivable from an industrial consumer in the amount of R$ 46,692, not paid due to an injunction that allowed this payment not to be made until final judgment of a legal action challenging the tariff increase during the Cruzado Economic Plan, by Ministerial Order 045/86, are recorded in the accounts. The Company expects these amounts to be received in full.

 

The provision made for doubtful credits is considered to be sufficient to cover any losses in the realization of these assets.

 

Receivables in the amount of R$ 8,770 are recorded in non-current assets (long-term receivables) at June 30, 2009 (R$ 10,416 at March 31, 2009), in relation to the renegotiation of receivables owed by Copasa (Minas Gerais Water Company) and other consumers.

 

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5) – REGULATORY ASSETS AND LIABILITIES

 

The General Agreement for the Electricity Sector, signed in 2001, and the new regulations governing the electricity sector, result in the constitution of several regulatory assets and liabilities, and also in deferral of federal taxes applicable to these assets and liabilities (which are settled as and when the assets and liabilities are received and/or paid), as shown here:

 

 

 

06/30/2009

 

03/31/2009

 

Assets

 

 

 

 

 

Extraordinary Tariff Recomposition, and “Portion A” – Note 6

 

383,486

 

453,723

 

Deferred tariff adjustment

 

 

14,644

 

PIS, Pasep and Cofins taxes – Note 10

 

46,240

 

46,240

 

Pre-paid expenses – CVA – Note 7

 

1,101,383

 

1,155,295

 

Low-income subsidy (1)

 

35,904

 

129,454

 

Other regulatory assets

 

13,165

 

18,342

 

 

 

1,580,178

 

1,817,698

 

Liabilities

 

 

 

 

 

Regulatory liabilities – CVA (Note 7)

 

(623,147

)

(582,252

)

Review of the tariff for use of the distribution network (TUSD)

 

(10,760

)

(14,444

)

Exposure in CCEAR contracts between Sub-markets

 

(17,147

)

(22,285

)

Financial “bubble” effect corrected by the IGP-M inflation index (pro rata)

 

(80,375

)

(104,458

)

Financial adjustment relating to 2008 Tariff Review

 

(123,240

)

(160,167

)

 

 

(4,278

)

(5,736

)

 

 

(858,947

)

(889,342

)

 

 

 

 

 

 

Taxes, charges and contributions – Deferred liabilities (Note 14)

 

(15,722

)

(22,055

)

 

 

(874,669

)

(911,397

)

 

 

705,509

 

906,301

 

 


(1) These items refer to government social programs.

 

6) – THE EXTRAORDINARY TARIFF RECOMPOSITION, AND “PORTION A”

 

a) The Extraordinary Tariff Recomposition

 

Resolution 91 of the Emergency Electricity Council (GCE), of December 21, 2001 and Law 10438 of April 26, 2002, established the procedures for implementation of the Extraordinary Tariff Recomposition (RTE), coming into force on December 27, 2001. The tariff adjustments were set by Resolution 130 of the GCE, on April 30, 2002, as follows:

 

·                       Adjustment of 2.90% for consumers in the residential classes (excluding low-rental consumers), and the rural, public-illumination and industrial high-voltage consumer classes for whom the cost of electricity represents 18.00% or more of the average cost of production and which meet certain requirements related to load factor and electricity demand, specified in the Resolution.

 

·                       Increase of 7.90% for other consumers.

 

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The RTE described above is being used to compensate the following items:

 

·                       Losses of invoiced sales revenue in the period from June 1, 2001 to February 8, 2002, corresponding to the difference between estimated revenue if the rationing program had not been put in place and the actual revenue while the program was in place, according to a formula published by ANEEL. Calculation of this value did not take into account any losses from default by consumers.

 

·                       Passthrough to the generators who bought energy in the MAE — which was succeeded in 2004 by the Electricity Sale Chamber (the “CCEE/MAE”) – in the period from June 1, 2001 to February 28, 2002, with price in excess of R$ 49.26/MWh (“free energy”).

 

The period of validity of the RTE, of 74 months, expired in February 2008, and the Company made a write-off as a loss, of R$ 93,935 as a result of this period not having been sufficient for receipt of all the assets relating to the losses suffered in the rationing period.

 

b) “Portion A”

 

The items of “Portion A” are defined as being the sum of the differences, positive or negative, in the period January 1 to October 25, 2001, between the amounts of the non-manageable costs presented on the basis of the calculation for determination of the last annual tariff adjustment and the disbursements which effectively took place in the period.

 

The recovery of “Portion A” was begun in March 2008, shortly after the end of the period of validity of the RTE, using the same mechanisms of recovery, that is to say, the adjustment applied in the tariffs for compensation of the amounts of the RTE continued in force, for compensation of the “Portion A” items.

 

The “Portion A” credits are updated by the variation in the Selic rate up to the month in which they are actually offset.

 

As and when amounts of “Portion A” are received through the tariff, Cemig D transfers those amounts from Assets to the Income statement. The amounts transferred in the first quarter of 2009 are as follows:

 

 

 

For the periods ended on:

 

 

 

06/30/2009

 

31/03/2009

 

Amounts transferred to expenses

 

 

 

 

 

Energy bought for resale

 

93,758

 

45,408

 

CCC

 

41,516

 

20,107

 

RGR – Global Reversion Reserve

 

4,149

 

2,009

 

Tariff for transport of electricity from Itaipu

 

1,601

 

775

 

Tariff for use of national grid transmission facilities

 

10,723

 

5,193

 

Financial compensation for use of water resources

 

3,682

 

1,784

 

Connection – Realization of “Portion A”

 

226

 

110

 

Electricity service inspection charge

 

388

 

188

 

 

 

156,043

 

75,574

 

 

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Composition of the balances of “Portion A”

 

 

 

06/30/2009

 

03/31/2009

 

 

 

Principal

 

Updated by
Selic

 

Total

 

Total

 

Compensation for items of “Portion A” (3)

 

245,299

 

561,695

 

806,994

 

796,762

 

Amounts raised

 

 

 

(423,508

)

(423,508

)

(343,039

)

Total of “Portion A”

 

245,299

 

138,187

 

383,486

 

453,723

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

317,042

 

288,427

 

Non-current assets

 

 

 

 

 

66,444

 

165,296

 

 

7) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

The balance on the Account to Compensate for Variation of “Portion A” items (CVA) refers to the positive and negative variations between the estimate of Cemig’s non-manageable costs, used for deciding the tariff adjustment, and the payments actually made. The variations ascertained are compensated in the subsequent tariff adjustments.

 

 

 

Balance on

 

Amounts

 

Amortization

 

Monetary

 

Balance on

 

 

 

03/31/2009

 

deferred (1)

 

(2)

 

updating (3)

 

06/30/2009

 

Energy bought for resale

 

258,612

 

(13,717

)

(30,231

)

5,718

 

220,382

 

CCC

 

55,792

 

(35,408

)

(11,227

)

942

 

10,099

 

Charge for System Service (ESS)

 

167,368

 

15,432

 

(26,095

)

3,368

 

160,074

 

Tariff for transport of electricity from Itaipu

 

7,970

 

132

 

(741

)

129

 

7,490

 

Tariff for use of national grid transmission facilities

 

42,209

 

917

 

(2,509

)

558

 

41,175

 

Financial compensation for use of water resources

 

2,587

 

 

 

 

2,587

 

Energy Development Account (CDE)

 

18,336

 

1,020

 

(208

)

238

 

19,386

 

Alternative Energy Program – Proinfa

 

20,169

 

 

(3,546

)

421

 

17,043

 

 

 

573,043

 

(31,624

)

(74,557

)

11,374

 

478,236

 

 

 

 

 

 

 

 

 

 

06/30/2009

 

03/31/2009

 

Current assets

 

 

 

 

 

 

 

613,760

 

542,899

 

Non-current assets

 

 

 

 

 

 

 

487,623

 

612,396

 

Current assets

 

 

 

 

 

 

 

(212,438

)

(123,051

)

Non-current liabilities

 

 

 

 

 

 

 

(410,709

)

(459,201

)

 

 

 

 

 

 

 

 

478,236

 

573,043

 

 


(1)     This refers to the portion of the non-controllable costs that comprise the CVA and which were not included in revenue, and therefore excluded from the income statement.

(2)     This refers to the non-controllable costs included in the CVA which were transferred to the income statement since they are included in the company’s revenues.

(3)     This refers to the updating by the variation in the Selic rate between the date of payment of the expense and its actual offsetting in the tariff adjustment.

 

8) – TAXES SUBJECT TO OFFSETTING

 

 

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

ICMS rebates

 

129,049

 

122,646

 

Income tax

 

262,877

 

206,139

 

Social Contribution

 

141,270

 

89,008

 

Cofins tax

 

7,977

 

5,776

 

Pasep tax

 

1,728

 

1,251

 

Other

 

515

 

449

 

 

 

543,416

 

425,269

 

NON-CURRENT

 

 

 

 

 

ICMS rebates

 

57,351

 

57,351

 

 

 

600,767

 

482,620

 

 

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The balances of income tax and Social Contribution refer to tax credits in corporate income tax returns of previous years, and payments made in 2009, which will be offset in the Income Tax and Social Contribution payable in 2009, recorded in the line Taxes and contributions.

 

The credits of ICMS recoverable arise from acquisitions of fixed assets and are offset in 48 months.

 

The Company filed a consultation with the Minas Gerais State Tax Department for clarification of questions related to the use of part of the ICMS credits recorded in Long-term assets, and the response is awaited in the third quarter of 2009, when their offsetting will be commenced.

 

9) – TAX CREDITS

 

a) Deferred income tax and Social Contribution

 

The company has tax credits posted in current and non-current assets of income tax, constituted at the rate of 25.00%, and Social Contribution, at the rate of 9.00%, as follows:

 

 

 

06/30/2009

 

03/31/2009

 

Tax credits on temporary differences:

 

 

 

 

 

Post-employment obligations

 

68,577

 

69,191

 

Provision for doubtful receivables

 

72,313

 

71,168

 

Contingency provisions

 

23,963

 

23,745

 

Financial instruments

 

43,317

 

37,585

 

Regulatory liabilities – Tariff Review

 

67,052

 

87,143

 

FX variation

 

78,740

 

75,398

 

Other

 

12,733

 

6,827

 

 

 

366,695

 

371,057

 

 

 

 

 

 

 

Current assets

 

184,465

 

167,574

 

Non-current assets

 

182,230

 

203,483

 

 

At its meeting on February 12, 2009, the Board of Directors approved the technical study prepared by the CFO’s department on the forecasts for future profitability adjusted to present value, which show capacity for realization of the deferred tax asset in a maximum period of 10 years, as defined in CVM Instruction 371. This study was also submitted to examination by Cemig’s Audit Board on February 05, 2009.

 

In accordance with Cemig D’s estimates, future taxable profits enable the deferred tax asset existing on June 30, 2009 to be realized according to the following estimate:

 

 

 

06/30/2009

 

June - December 2009

 

126,224

 

2010

 

116,481

 

2011

 

28,385

 

2012

 

28,385

 

2013

 

28,386

 

2014 to 2016

 

25,118

 

2017 and 2019

 

13,716

 

 

 

366,695

 

 

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b) Reconciliation of the expense on income tax and Social Contribution:

 

The reconciliation of the nominal expense on income tax (rate 25%) and Social Contribution (rate 9%) with the actual expense shown in the Income Statement is as follows:

 

 

 

06/30/2009

 

06/30/2008

 

Profit before income tax and Social Contribution

 

140,522

 

730,163

 

Income tax and Social Contribution – nominal expense

 

(47,777

)

(247,767

)

Tax effects applicable to:

 

 

 

 

 

Employees’ profit shares

 

17,375

 

10,986

 

Tax incentive amounts

 

3,559

 

4,679

 

Interest on Equity

 

25,909

 

25,538

 

Non-deductible contributions and donations

 

(1,777

)

(3,361

)

Tax credits not recognized

 

446

 

562

 

Other

 

1,230

 

224

 

Income tax and Social Contribution – effective expense

 

(1,035

)

(209,139

)

 

c) Transition Taxation Regime:

 

Provisional Measure 449/2008, of December 3, 2008, instituted the Transition Taxation Regime (RTT), which aims to neutralize the impacts of the new accounting methods and criteria introduced by Law 11.638/07, in calculation of the taxable amounts for federal taxes.

 

Application of the RTT is optional for the year 2009, and applies to corporate entities subject to Corporate Income Tax (“IRPJ”), in accordance with the two tax reporting methods: real profit or presumed profit. The taxpayer must choose an option to adopt the RTT in the Corporate Tax Return (“DIPJ”) for 2009, this regime being optional for 2009. Starting in 2010, adoption of the RTT becomes obligatory, until the law that disciplines the tax effects of the new accounting methods and criteria comes into effect.

 

For the companies that adopt the RTT, it has been established that the changes introduced by Law 11638/07, as amended by MP 449/08, which change the criteria for recognition of revenues, costs and expenses computed in calculation of the net profit for the period, do not have effect for the purposes of calculating the real profit of the legal entity, but the accounting methods and criteria in effect on December 31, 2007 are used for tax purposes.

 

Based on an initial assessment, the Company has reflected the effects of adoption of the RTT in its accounting statements. Additionally, by November 30, 2009 it will have to prepare its Transition Accounting Tax Control (FCONT), which was created by Brazilian Federal Revenue Service Normative Instruction 949/2009.

 

10) – REGULATORY ASSET — PIS/PASEP AND COFINS

 

Federal Laws 10637/02 and 10833/03 changed the bases of application, and increased the rate, of the PIS, Pasep and Cofins taxes. As a result of these alterations there was an increase in PIS/Pasep expenses from December 2002 to March 2005 and in expenses on the Cofins tax from February 2004 to June 2005.

 

In view of the fact that this increase in the expense should be repaid to the company, the credits were registered, in accordance with a criterion defined by ANEEL, as a regulatory asset and there was a counterpart reduction in the expense on PIS/Pasep and Cofins taxes.

 

The Company expects this asset to be recovered in the next forthcoming tariff adjustments.

 

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Table of Contents

 

11) – FIXED ASSETS

 

Total fixed assets

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

depreciation

 

 

 

 

 

 

 

 

 

and

 

Net value

 

Net value

 

 

 

Historic cost

 

amortization

 

06/30/2009

 

31/12/2009

 

In service

 

10,108,893

 

(4,669,026

)

5,439,867

 

5,518,712

 

- Distribution

 

9,838,154

 

(4,476,844

)

5,361,310

 

5,438,005

 

Lands

 

17,865

 

 

17,865

 

17,866

 

Buildings, works and improvements

 

246,397

 

(130,718

)

115,679

 

114,638

 

Machines and equipment

 

9,503,701

 

(4,296,875

)

5,206,827

 

5,282,409

 

Vehicles

 

59,740

 

(39,059

)

20,681

 

22,829

 

Furniture and utensils

 

10,451

 

(10,192

)

258

 

263

 

- Management

 

270,739

 

(192,182

)

78,557

 

80,707

 

Lands

 

1,028

 

 

1,028

 

950

 

Buildings, works and improvements

 

43,535

 

(26,657

)

16,878

 

17,216

 

Machines and equipment

 

177,832

 

(121,995

)

55,837

 

57,367

 

Vehicles

 

28,247

 

(24,810

)

3,437

 

3,765

 

Furniture and utensils

 

20,097

 

(18,720

)

1,377

 

1,409

 

In progress

 

1,292,669

 

 

1,292,669

 

1,133,750

 

- Distribution

 

1,182,378

 

 

1,182,378

 

1,031,622

 

- Management

 

110,291

 

 

110,291

 

102,128

 

Total fixed assets

 

11,401,562

 

(4,669,026

)

6,732,536

 

6,652,462

 

Special Obligations linked to the concession

 

(2,634,314

)

145,695

 

(2,488,619

)

(2,494,892

)

Net fixed assets

 

8,767,248

 

(4,523,331

)

4,243,917

 

4,157,570

 

 

Special Obligations refers to the contributions by consumers for execution of the undertakings necessary to comply with requests for retail supply of electricity, and any settlement of these obligations depends on the will of ANEEL, at the termination of Distribution concessions, upon reduction of the residual value of the Fixed Asset for the purposes of determining the value that the Concession-granting Power will pay to the concession holder.

 

Under ANEEL Resolution 234 of October 2006, the balances of the “Special Obligations” linked to assets will now be amortized as from the second cycle of tariff reviews, which in the case of Cemig is from April 8, 2008, at a rate yet to be set by ANEEL, corresponding to the average rate of the assets in service.

 

12) – INTANGIBLE

 

 

 

 

 

Accumulated

 

Net value,

 

Net value

 

 

 

Historic cost

 

amortization

 

06/30/2009

 

03/31/2009

 

In service

 

130,720

 

(84,279

)

46,441

 

49,926

 

- Distribution

 

11,407

 

(530

)

10,877

 

10,878

 

- Management

 

119,313

 

(83,749

)

35,564

 

39,048

 

In progress

 

176,841

 

 

176,841

 

174,225

 

- Distribution

 

48,911

 

 

48,911

 

48,775

 

- Management

 

127,930

 

 

127,930

 

125,450

 

Intangible, net

 

307,561

 

(84,279

)

223,282

 

224,151

 

 

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13) – SUPPLIERS

 

 

 

06/30/2009

 

03/31/2009

 

Current

 

 

 

 

 

Wholesale supply and transport of electricity -

 

 

 

 

 

Eletrobrás – energy from Itaipu

 

152,306

 

182,139

 

Furnas

 

52,924

 

52,014

 

CCEE

 

25,850

 

11,677

 

Cemig Geração e Transmissão S.A.

 

51,272

 

46,686

 

CHESF – Cia. Hidroelétrica do São Francisco

 

25,967

 

25,437

 

CESP – Cia. Energética de São Paulo

 

17,481

 

17,584

 

CEEE – Cia. Estadual de Energia Elétrica

 

13,451

 

13,403

 

Other generators and distributors

 

101,303

 

102,834

 

 

 

440,554

 

451,774

 

Materials and services

 

117,251

 

93,623

 

 

 

557,805

 

545,397

 

 

 

 

 

 

 

Non Current

 

 

 

 

 

Wholesale supply and transport of electricity -

 

 

 

 

 

Other generators and distributors

 

1,095

 

906

 

 

 

558.900

 

546.303

 

 

14) – TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

06/30/2009

 

03/31/2009

 

CURRENT

 

 

 

 

 

Income tax

 

70,935

 

92,995

 

Social Contribution

 

26,350

 

34,066

 

ICMS tax

 

228,995

 

233,911

 

Cofins tax

 

25,373

 

40,301

 

Pasep tax

 

5,503

 

8,744

 

Social security system

 

11,267

 

11,152

 

Other

 

10,215

 

10,112

 

 

 

378,638

 

431,281

 

Deferred obligations

 

 

 

 

 

Income tax

 

11,560

 

15,221

 

Social Contribution

 

4,162

 

5,480

 

Cofins tax

 

 

1,113

 

Pasep tax

 

 

242

 

 

 

15,722

 

22,056

 

 

 

394,360

 

453,337

 

NON-CURRENT

 

 

 

 

 

Cofins tax

 

154,726

 

115,771

 

Pasep tax

 

33,592

 

25,134

 

 

 

188,318

 

140,905

 

Deferred obligations

 

 

 

 

 

Income tax

 

94,777

 

83,394

 

Social Contribution

 

34,120

 

30,022

 

 

 

128,897

 

113,416

 

 

 

317,215

 

254,321

 

 

The current deferred obligations are the regulatory assets and liabilities linked to the General Agreement for the Electricity Sector and other regulatory matters, and are owed as and when these assets and liabilities are realized.

 

The non-current obligations for Pasep and Cofins taxes refer to the legal action challenging the constitutionality of the inclusion of ICMS tax in the taxable amount for these taxes, and applying for offsetting of the amounts paid in the last 10 years. The Company has obtained an injunction from the judiciary enabling it not to make the payment and authorizing payment into Court starting from 2008, in amount of R$173,289.

 

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Table of Contents

 

The non-current deferred obligations for income tax and Social Contribution refer, substantially, to the recognition of financial instruments (FX variation, and hedge transactions) by the cash method, which are payable as and when realized, by payment or redemption, and to the marking to market of financial instruments, and adjustment to present value, implemented by the change in the Corporate Law, to be reversed as and when realized.

 

15) – LOANS, FINANCINGS AND DEBENTURES

 

 

 

 

 

 

 

06/30/2009

 

 

 

 

 

 

 

03/31/2009

 

 

 

Principal

 

Annual cost

 

 

 

 

 

Non-

 

 

 

 

 

FINANCING SOURCES

 

maturity

 

(%)

 

Currency

 

Current

 

current

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN AMRO Bank - N. (2)

 

2013

 

6.00

 

US$

 

24,525

 

73,185

 

97,710

 

117,670

 

ABN AMRO Real S.A. (3)

 

2009

 

6.35

 

US$

 

7,392

 

 

7,392

 

17,709

 

Banco do Brasil S.A. – Various bonds (1)

 

2024

 

Diversas

 

US$

 

10,564

 

61,543

 

72,107

 

95,345

 

B.N.P. – Paribas

 

2010

 

Libor  + 1.875

 

US$

 

9,648

 

 

9,648

 

17,535

 

KFW

 

2016

 

4.50

 

EURO

 

1,807

 

11,746

 

13,553

 

16,426

 

UNIBANCO S.A (4)

 

2009

 

5.50

 

US$

 

4,005

 

 

4,005

 

4,817

 

UNIBANCO S.A (4)

 

2009

 

5.00

 

US$

 

9,958

 

 

9,958

 

11,962

 

Debt in foreign currency

 

 

 

 

 

 

 

67,899

 

146,474

 

214,373

 

281,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A

 

2009

 

111.00 do CDI

 

R$

 

60,662

 

 

60,662

 

59,099

 

Banco do Brasil S.A

 

2013

 

CDI + 1.70

 

R$

 

4,095

 

16,865

 

20,960

 

22,146

 

Banco do Brasil S.A

 

2013

 

107.60 do CDI

 

R$

 

1,539

 

96,000

 

97,539

 

108,108

 

Banco do Brasil S.A

 

2014

 

104.1 do CDI

 

R$

 

5,303

 

300,000

 

305,303

 

316,708

 

Banco Itaú – BBA

 

2013

 

CDI + 1.70

 

R$

 

26,133

 

112,105

 

138,238

 

145,903

 

Banco Itaú – BBA

 

2014

 

CDI + 1.70

 

R$

 

215

 

3,473

 

3,688

 

3,587

 

Banco Votorantim S.A.

 

2010

 

113.50 do CDI

 

R$

 

13

 

29,248

 

29,261

 

30,248

 

Banco Votorantim S.A.

 

2013

 

CDI + 1.70

 

R$

 

16,570

 

82,805

 

99,375

 

100,520

 

Bradesco S.A.

 

2013

 

CDI + 1.70

 

R$

 

54,003

 

192,711

 

246,714

 

267,137

 

Debentures (5)

 

2014

 

IGP-M + 10.50

 

R$

 

2,403

 

302,003

 

304,406

 

329,630

 

Debentures (5)

 

2017

 

IPCA+7.96

 

R$

 

18,033

 

437,152

 

455,185

 

441,959

 

Eletrobrás

 

2023

 

UFIR + 6.00 a 8.00

 

R$

 

40,130

 

306,745

 

346,875

 

357,046

 

Large consumers

 

2011

 

Diversas

 

R$

 

2,789

 

2,530

 

5,319

 

5,338

 

Santander do Brasil S.A.

 

2013

 

CDI + 1.70

 

R$

 

11,263

 

38,930

 

50,193

 

51,526

 

UNIBANCO S.A.

 

2013

 

CDI + 1.70

 

R$

 

19,674

 

119,156

 

138,830

 

141,201

 

Banco do Nordeste do Brasil

 

2010

 

TR+7.30

 

R$

 

72,897

 

 

72,897

 

89,377

 

Finep

 

2010

 

U4.00

 

R$

 

130

 

 

130

 

163

 

Debt in Brazilian currency

 

 

 

 

 

 

 

335,852

 

2,039,723

 

2,375,575

 

2,469,696

 

Overall total

 

 

 

 

 

 

 

403,751

 

2,186,197

 

2,589,948

 

2,751,160

 

 


(1)

Interest rates vary: 2.00 to 8.00% p.a.; six-month Libor plus spread of 0.81 to 0.88% p.a.

(2) to (4)

“Swaps” for exchange of rates were contracted. The following are the rates for the loans and financings taking the swaps into account:

 

(2) CDI + 2.00% p.a.; (3) CDI + 2.12% p.a.; and (4) CDI + 3.01% p.a.

(5)

Nominal, unsecured, book-entry debentures not converted into shares, without preference.

 

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The composition of loans, by currency and indexor, with the respective amortization is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 em

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

diante

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

32,293

 

38,421

 

33,639

 

31,197

 

28,755

 

2,180

 

 

34,335

 

200,820

 

Euro

 

904

 

1,807

 

1,807

 

1,807

 

1,807

 

1,807

 

1,807

 

1,807

 

13,553

 

 

 

33,197

 

40,228

 

35,446

 

33,004

 

30,562

 

3,987

 

1,807

 

36,142

 

214,373

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Expanded Consumer Price Index)

 

18,033

 

 

 

 

 

 

145,717

 

291,435

 

455,185

 

IGP-M inflation index

 

2,403

 

 

 

 

 

302,003

 

 

 

304,406

 

Ufir (Fiscal Reference Unit)

 

20,138

 

42,652

 

48,055

 

44,574

 

38,926

 

37,594

 

35,665

 

79,272

 

346,875

 

Interbank CD rate - CDI

 

90,342

 

197,173

 

168,793

 

267,594

 

365,992

 

100,868

 

 

 

1,190,763

 

TR

 

35,149

 

37,748

 

 

 

 

 

 

 

72,897

 

Outher

 

2,855

 

97

 

66

 

405

 

405

 

713

 

355

 

553

 

5,449

 

 

 

168,920

 

277,670

 

216,914

 

312,573

 

405,323

 

441,178

 

181,737

 

371,260

 

2,375,575

 

 

 

202,117

 

317,898

 

252,360

 

345,577

 

435,885

 

445,165

 

183,544

 

407,402

 

2,589,948

 

 

The principal currencies and indexors used for monetary updating of the loans, financings and debenture had the following variations:

 

 

 

Change in

 

 

 

 

 

Change in

 

 

 

 

 

quarter ended

 

Accumulated

 

 

 

quarter ended

 

Accumulated

 

 

 

06/30/2009

 

change in 2008

 

 

 

06/30/2009

 

change in 2008

 

Currency

 

%

 

%

 

Indexors

 

%

 

%

 

US dollar

 

(15,70

)

(16,49

)

IGP-M

 

(0,32

)

(1,24

)

Euro

 

(10,99

)

(15,39

)

FINEL

 

(0,06

)

(0,25

)

 

 

 

 

 

 

SELIC

 

2,39

 

5,36

 

 

 

 

 

 

 

CDI

 

2,34

 

5,29

 

 

The movement on loans, financings and debentures is as follows:

 

BALANCES AT MARCH 31, 2008

 

 

 

 

 

 

 

 

 

2.751.160

 

Monetary and FX variation

 

 

 

 

 

 

 

 

 

2.309

 

Financial charges provisioned

 

 

 

 

 

 

 

 

 

(36.116

)

Capitalization

 

 

 

 

 

 

 

 

 

58.168

 

Financial charges paid

 

 

 

 

 

 

 

 

 

1.753

 

Amortization of financings

 

 

 

 

 

 

 

 

 

(135.572

)

Balance on 30 June 2009

 

 

 

 

 

 

 

 

 

(51.754

)

 

 

 

 

 

 

 

 

 

 

2.589.948

 

 

Restrictive covenant clauses

 

Cemig and its subsidiaries have loans and financings with restrictive covenant clauses.

 

Description of the restrictive covenant

 

Index required

 

 

 

Debt / Ebitda

 

Less than or equal to 2.5

Debt / Ebitda

 

Less than or equal to 3.36

Net debt / Ebitda

 

Less than or equal to 3.25

Current debt / Ebitda

 

Less than or equal to 90%

Debt / (Stockholders’ equity + Debt)

 

Less than or equal to 53%

Ebitda / Costs of debt

 

Greater than or equal to 2.8

Ebitda / interest

 

Greater than or equal to 3.0

Ebitda / Financial revenues

 

Greater than or equal to 2.0

Capital expenditure / Ebitda

 

Less than or equal to 60%

 

Net debt =

Total debt, less cash position, less tradable securities.

Ebitda =

Earnings before interest, taxes (on profit), depreciation and amortization. Specific criteria for the calculation of Ebitda are

 

made in some contracts, with some variations from the formula mentioned.

 

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Some of these restrictive covenants were not complied with, as follows:

 

Description of the restrictive covenant

 

Index required

 

Position on 30.06.2009

 

Capital expenditure / Ebitda

 

Less than or equal to 60%

 

95.78

%

Debt / Ebitda

 

Less than or equal to 3.36

 

3.51

 

Ebitda / Costs of debt

 

Greater than or equal to 2.8

 

2.66

 

Debt / Ebitda

 

Less than or equal to 2.5

 

2.76

 

 

The company obtained waivers from its creditors, consenting that they would not exercise their rights to demand immediate or early payment of amounts owed up to December 31, 2009. The financings are classified in Current and Non-current liabilities, in accordance with the original terms of the contract, in view of these consents having been obtained.

 

16) – REGULATORY CHARGES

 

 

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

19,235

 

20,985

 

CCC – Fuel Consumption Account

 

18,279

 

14,703

 

Energy Development Account – CDE

 

28,658

 

28,658

 

Eletrobrás – Compulsory loan

 

1,207

 

1,207

 

ANEEL inspection charge

 

1,874

 

2,026

 

National Scientific and Technological Development Fund

 

2,468

 

1,461

 

Energy efficiency

 

159,439

 

150,172

 

Research and development

 

86,020

 

82,494

 

Energy system expansion research

 

1,234

 

731

 

 

 

318,414

 

302,437

 

 

 

 

 

 

 

Current assets

 

310,735

 

286,887

 

Non-current liabilities

 

7,679

 

15,550

 

 

17) – POST-EMPLOYMENT OBLIGATIONS

 

The company became one of the sponsors of the Forluz pension fund (Fundação Forluminas de Seguridade Social), a non-profit institution, with a contributing percentage of 72.45%, the figure being decided based on the allocation of employees in the company in December 2004, with the aim of providing to its associates and participants and their dependents a complementary retirement pension, in accordance with the private pension plan to which they are linked.

 

Forluz makes the following supplementary pension benefit plans available to its participants:

 

Mixed Social Security Benefits Plan (“Plan B”): A defined-contribution plan in the phase of accumulation of funds, for retirement benefits for normal time of service and defined-benefit coverage for disability or death of the active participant, and also on receipt of benefits for time of contribution. The contributions of the Sponsor are equal to the basic monthly contributions of the participants, and this is the only plan open for joining by new participants.

 

The contribution of the Sponsors to this plan is 27.52% for the portion with defined benefit characteristics, relating to the coverage for invalidity or death for the active participant, and this is used for amortization of the defined obligation through an actuarial calculation. The remaining 72.48%, relating to the portion of the plan with defined-contribution characteristics, goes to the nominal accounts of the participants and is recognized in the income statement for the year by the cash method, under Personnel expenses.

 

Hence the obligations for payment of supplementary pension benefits under the Mixed Plan, with characteristics of defined contribution, and their respective assets, in the amount of R$ 1,723,087, are not presented in this Explanatory Note.

 

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Table of Contents

 

Pension Benefits Balances Plan (“Plan A”): This includes all the active and assisted participants who opted to migrate from the previous Defined Benefit Plan, and are entitled to a proportional benefit by balances. In the case of the assets, this benefit was deferred to the retirement date.

 

Defined Benefit Plan: This is the benefit plan adopted by Forluz up to 1998, through which the average real salary of the last three years of activity of the employee in the Sponsor companies is complemented in relation to the amount of the Official Social Security benefit. On December 31, 2008, 6 active employees and 45 retirees or pension holders were inscribed in this plan.

 

Cemig Distribution also maintains, independently of the plans made available by Forluz, payments of part of the life insurance premium for the retirees, and contributes to a health plan for the employees, retirees and dependents, administrated by Forluz.

 

Amortization of actuarial obligations

 

Part of the actuarial obligation for post-employment benefits, in the amount of R$ 670,352 on 30 June 2009 (R$ 676,052 on March 31, 2009), was recognized as an obligation payable by the Company and is being amortized by June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). The amounts are adjusted by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE) plus 6% per year.

 

The liabilities and expenses recognized by Light in connection with the Supplementary Retirement Plan, Health Plan and Life Insurance Plan are adjusted in accordance with the terms of CVM Decision CVM 371 and an Opinion prepared by independent actuaries. Thus, the financial updating, and the use of a surplus for amortization of the debt obligation agreed with Forluz, mentioned in the previous paragraphs, did not produce accounting effects in the income statement of Cemig Distribution. The last actuarial valuation was effected in relation to the base date December 31, 2008.

 

The movement in the net liabilities has been as follows:

 

 

 

Pension plans

 

 

 

 

 

 

 

 

 

 

 

and

 

 

 

 

 

 

 

 

 

 

 

supplementary

 

Health

 

 

 

Life

 

 

 

 

 

retirement plans

 

Plan

 

Dental Plan

 

Insurance

 

Total

 

Net liabilities on March 31, 2009

 

291,657

 

258,104

 

11,993

 

316,599

 

878,353

 

Expense (revenue) recognized in the income statement

 

1,791

 

13,124

 

812

 

7,212

 

22,939

 

Contributions paid

 

(23,313

)

(9

)

(130

)

(6,994

)

(30,446

)

Net liabilities on June 30, 2009

 

270,135

 

271,219

 

12,675

 

316,817

 

870,846

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

56,020

 

 

 

 

56,020

 

Non-current liabilities

 

214,115

 

271,219

 

12,675

 

316,817

 

814,826

 

 

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Table of Contents

 

18) – CONTINGENCY PROVISIONS

 

The company makes contingency provisions for legal actions in which the chance of loss is rated “probable”.

 

 

 

Balance on

 

 

 

 

 

Balance on

 

 

 

03/31/2009

 

Additions

 

Write-offs

 

06/30/2009

 

Labor-law contingencies

 

 

 

 

 

 

 

 

 

Various

 

7.311

 

326

 

 

7.637

 

 

 

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

 

 

Personal damages

 

8.033

 

 

(883

)

7.150

 

Tariff increases

 

1.068

 

948

 

 

2.016

 

Other

 

8.920

 

 

(195

)

8.725

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

ANEEL administrative proceedings

 

44.641

 

975

 

 

45.616

 

Total

 

69.973

 

2.249

 

(1.078

)

71.144

 

 

ANEEL administrative proceedings

 

On January 9, 2007, ANEEL notified Cemig Distribuição S.A. that it considered certain criteria adopted by the company in calculation of the revenue from the subsidy for low-income consumers to be incorrect, questioning the criteria for identification of the consumers who should receive the benefit and also the calculation of the difference to be reimbursed by Eletrobrás, in the estimated amount of R$ 143,000. The Company has made a provision corresponding to the loss that it considers probable in this dispute, in the amount of R$ 45,616.

 

Tariff increases

 

Several industrial consumers filed actions against Cemig, the parent company of Cemig Distribution, seeking reimbursement for the amounts paid as a result of the tariff increase during the federal government’s economic stabilization plan known as the “Cruzado Plan” in 1986, alleging that the said increase violated the control of prices instituted by that plan. The Company estimates the amounts to be provisioned based on the disputed billed amounts and based on recent court decisions. The approximate total of the exposure in this matter, in management’s view, is R$ 95,969, of which the greater part is provisioned in the holding company.

 

Legal actions with risk of loss classified as “possible”

 

Additionally, there are legal actions of a regulatory, civil or tax nature in progress, the chances of loss in which have been estimated as “possible”. These are periodically reassessed, and do not require the constitution of a provision in the income statement. They are as follows:

 

ICMS tax – Low-income consumers

 

The company receives a subvention from Eletrobrás in relation to the discounts given to low-income consumers. The Minas Gerais State office of the Federal Tax Authority served an infringement notice on Cemig, on the argument that the subsidy should be subject to the ICMS tax (a value added tax charged by states on invoices for services). The potential for loss in this action is R$ 137.808, not including the ICMS tax that might be claimed by the tax authority relating to the period subsequent to the infringement notice. No provision was constituted for the result of this dispute, since the company believes the legal obligation is non-existent and that it has arguments on the merit for defense against this demand. The chance of loss in this action is rated “possible”.

 

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Table of Contents

 

Social Security and tax obligations – on the indemnity paid for the “Anuênio”.

 

In 2006 Cemig Distribution paid an indemnity to the employees in the amount of R$ 127,058, in exchange for the rights to future payments known as the “Anuênio” which would be incorporated into salaries. The company did not withhold (for payment to the government) income tax and social security contribution on these payments because it considered that these obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the federal tax authority and the National Social Security Institution, the company decided to file for orders of mandamus to allow payment into Court of the amount of any obligations, in the amount of R$ 87,268. These are posted in Deposits connected to legal actions (Payments into Court). The Company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions.

 

Contingencies of the Holding Company

 

Cemig, the controlling company of Cemig Distribution, is fighting court actions for which it rates the chance of loss as “possible” or “remote”. A negative ruling on these lawsuits could impact the businesses of Cemig Distribution. The main actions that have this characteristic are described below:

 

·                  Several consumers and the Public Prosecutor of the State of Minas Gerais have brought civil actions against Cemig contesting tariff adjustments applied in previous years, including the Extraordinary Tariff Recomposition, and the inflation index used to increase the electricity tariff in April 2003. Reimbursement was claimed for twice such amounts as come to be considered as erroneously charged by the Company. The company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions.

 

·                  Cemig is defendant in legal proceedings challenging the criteria for measurement of amounts to be charged in relation to the contribution for public illumination, in the total amount of approximately R$ 898.476. The Company believes that it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action. Expectation of loss in this action is classified as “possible”.

 

19) – STOCKHOLDERS’ EQUITY

 

At June 30, 2009, Cemig Distribuição has registered capital of R$ 2,261,998, represented by 2,261,997,787 nominal common shares, without par value, wholly owned by Cemig.

 

At a meeting on June 25, 2009 the Board of Directors of Cemig approved payment of Interest on Equity in substitution of the obligatory dividend for the year 2009, in the amount of R$ 76,202, to be paid in the year 2010. The tax benefits arising for the payment of Interest on Equity were R$ 25,909, recognized in the period ended in June, 30, 2009.

 

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20) - GROSS REVENUE FROM RETAIL SUPPLY OF ELECTRICITY, AND REVENUE FOR USE OF THE NETWORK – CAPTIVE CONSUMERS

 

The breakdown for retail supply of electricity, by type of consumer, is as follows:

 

 

 

(Not reviewed by independent auditors)

 

 

 

 

 

 

 

Number of consumers

 

MWh

 

R$

 

 

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

Residential

 

5,522,893

 

5,291,346

 

3,861,611

 

3,535,750

 

1,733,330

 

1,828,561

 

Industrial

 

74,978

 

75,417

 

2,359,926

 

2,563,257

 

784,424

 

844,164

 

Commercial, services and others

 

592,388

 

573,523

 

2,313,455

 

2,178,091

 

970,326

 

999,925

 

Rural

 

459,405

 

562,768

 

970,374

 

954,726

 

230,559

 

267,932

 

Public authorities

 

55,441

 

53,079

 

348,059

 

343,820

 

143,207

 

152,325

 

Public illumination

 

2,887

 

2,782

 

530,750

 

525,774

 

129,263

 

141,548

 

Public service

 

8,406

 

8,224

 

525,338

 

549,794

 

144,682

 

153,080

 

Sub-total

 

6,716,398

 

6,567,139

 

10,909,513

 

10,651,212

 

4,135,791

 

4,387,535

 

Own consumption

 

834

 

837

 

17,099

 

17,890

 

 

 

Subsidy for low-income consumers

 

 

 

 

 

189,832

 

62,953

 

Retail supply not invoiced — Regulatory Assets

 

 

 

 

 

 

38,807

 

Retail supply not invoiced, net

 

 

 

 

 

(30,058

)

(62,016

)

Effect of the definitive tariff review

 

 

 

 

 

(203,615

)

 

 

 

6,717,232

 

6,567,976

 

10,926,612

 

10,669,102

 

4,091,950

 

4,427,279

 

Transactions in energy on the CCEE

 

 

 

 

 

 

 

 

 

475

 

 

Total

 

6,717,232

 

6,567,976

 

10,926,612

 

10,669,102

 

4,092,425

 

4,427,279

 

 

21) REVENUE FROM USE OF THE NETWORK – FREE CONSUMERS

 

Starting in January 2005, a significant proportion of large industrial consumers became “free” consumers, with energy being sold to these consumers via Cemig Geração e Transmissão (“Cemig GT”). As a result the charges related to the use of the distribution network (“TUSD”) of these free consumers started to be charged separately by Cemig Distribution, being recorded in the account line “Revenue for use of the network”.

 

22) – OTHER OPERATIONAL REVENUES

 

 

 

06/30/2009

 

06/30/2008

 

Charged service

 

7,636

 

5,775

 

Other provisions of services

 

6,123

 

9,967

 

Rental and leasing

 

23,077

 

21,342

 

Other

 

393

 

96

 

 

 

37,229

 

37,180

 

 

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23) – DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

06/30/2009

 

06/30/2008

 

ICMS tax

 

1,008,854

 

1,101,964

 

Cofins tax

 

369,049

 

438,701

 

Global Reversion Reserve – RGR

 

35,074

 

32,664

 

PIS and Pasep taxes

 

80,122

 

102,254

 

Energy Efficiency Program – PEE

 

14,892

 

16,871

 

Energy Development Account - CDE

 

162,691

 

149,523

 

Fuel Consumption Account – CCC

 

206,789

 

150,940

 

Research and Development – R&D

 

5,955

 

6,749

 

National Scientific and Technological Development Fund (FNDCT)

 

5,950

 

6,284

 

Energy system expansion research

 

2,975

 

2,250

 

ISS value added tax on services

 

165

 

172

 

 

 

1,892,516

 

2,008,372

 

 

Cemig Distribution pays ICMS applicable to the “Portion A” amounts and the Deferred Tariff Adjustment in conformity with the invoicing of amounts on the customer’s electricity bill.

 

24) – OPERATIONAL COSTS AND EXPENSES

 

 

 

06/30/2009

 

06/30/2008

 

Personnel expenses

 

513,154

 

389,816

 

Post-employment obligations (Note 18)

 

45,879

 

74,337

 

Materials

 

40,643

 

40,603

 

Outsourced services

 

247,959

 

201,536

 

Energy purchased for resale

 

1,243,570

 

1,180,675

 

Depreciation and amortization

 

162,938

 

191,801

 

Operational provisions

 

24,433

 

32,375

 

Charges for the use of the basic transmission grid

 

254,942

 

233,300

 

Other net expenses

 

94,024

 

60,599

 

 

 

2,627,542

 

2,405,042

 

 

a) PERSONNEL EXPENSES

 

06/30/2009

 

06/30/2008

 

Remuneration and salary-related charges and expenses

 

352,793

 

341,173

 

Supplementary pension contributions – Defined Contribution Plan

 

22,402

 

22,260

 

Assistance benefits

 

45,786

 

44,440

 

 

 

420,981

 

407,873

 

( – ) Personnel costs transferred to works in progress

 

(55,408

)

(46,457

)

Permanent Voluntary Dismissal Program -PPD (a)

 

(478

)

28,400

 

Voluntary Dismissal Program - PDV (b)

 

148,059

 

 

 

 

513,154

 

389,816

 

 


Programas de desligamento de empregados

 

(a)   The Permanent Voluntary Dismissal Program (PPD)

 

The company has a permanent Voluntary Dismissal Program (named PPD), which is permanent, and applicable to spontaneous rescissions of employment contracts by employees. Among the principal financial incentives of the program are payment of 3 times the gross amount of monthly remuneration, and 6 months’ contributions to the Health Plan after leaving the company, deposit of the 40% “penalty” payment due on the balance of the FGTS upon termination of an employment contract, and payment of up to 24 months’ contributions to the Pension Fund and the National Social Security System after termination of the contract, in accordance with certain criteria established in the regulations of the program.

 

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Since this program was put in place in March 2008, 523 employees have subscribed to it. An expense has been recognized for the financial incentives under the program, was recognized in full in the 2008 income statement.

 

(b)   Programa de Desligamento Voluntário - PDV

 

In April 2009 Cemig put in place a temporary Voluntary Retirement Program — named the PDV — which employees were able to join between April 22 and June 5, 2009.

 

The financial incentive for employees who subscribed is an indemnity that varies between 3 and 16 times the value of the employee’s monthly remuneration, according to specific criteria established in the Program’s regulations, among which the main factor is the time of contribution remaining for qualification for full retirement benefits under the National Social Security program. Another of the incentives is payment of the contribution to the pension fund and the National Social Security System up to the date when the employee meets the requirements for retirement benefits under the National System (limited to 5 years) and deposit of the extra payment of 40% on the balance of the FGTS fund required when an employment contract is rescinded by the employer.

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance and health plans for 6 and 12 months, respectively, from the date of the employee’s leaving the company, which will take place in the period between June 2009 and September 2010.

 

A total of 772 employees of Cemig Distribution subscribed to the program, and an expense relating to the financial incentives, in the amount of R$ 148,059, was recognized, substantially in the results for 2009.

 

b) OUTSOURCED SERVICES

 

06/30/2009

 

06/30/2008

 

Collection/meter reading/bill delivery agents

 

57,945

 

52,296

 

Communication

 

35,324

 

21,523

 

Maintenance and conservation of electricity facilities and equipment

 

49,976

 

35,604

 

Building conservation and cleaning

 

10,832

 

9,304

 

Contracted labor

 

13,274

 

13,928

 

Freight and airfares

 

2,525

 

2,001

 

Accommodation and meals

 

6,380

 

6,221

 

Security services

 

2,993

 

2,548

 

Consultancy

 

3,330

 

5,197

 

Maintenance and conservation of furniture and utensils

 

13,285

 

11,489

 

Maintenance and conservation of vehicles

 

8,745

 

7,637

 

Disconnection and reconnection

 

12,132

 

9,743

 

Other

 

31,218

 

24,045

 

 

 

247,959

 

201,536

 

 

c) ELECTRICITY BOUGHT FOR RESALE

 

06/30/2009

 

06/30/2008

 

From Itaipu Binacional

 

448,775

 

426,784

 

Short-term energy

 

56,918

 

122,756

 

“Bilateral Contracts”

 

101,429

 

108,325

 

Reimbursement of CVA –

 

 

219

 

Energy acquired at auction

 

603,552

 

483,179

 

Proinfa supply

 

59,745

 

43,219

 

Proinfa Energy program

 

2,435

 

33,139

 

Amounts received in “Portion A” (Note 7)

 

93,758

 

64,183

 

Credits PASEP/COFINS

 

(123,042

)

(101,129

)

 

 

1,243,570

 

1,180,675

 

 

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d) OPERATIONAL PROVISIONS

 

06/30/2009

 

06/30/2008

 

Pension plan premiums

 

(1,842

)

(2,044

)

Provision for doubtful receivables

 

22,561

 

22,592

 

Labor-law contingencies

 

1,441

 

2,798

 

Provision of ANEEL administrative proceedings

 

1,903

 

4,402

 

Other

 

370

 

4,627

 

 

 

24,433

 

32,375

 

 

 

 

06/30/2009

 

06/30/2008

 

e) OTHER OPERATIONAL EXPENSES, NET

 

 

 

 

 

Leasing and rentals

 

12.786

 

13.387

 

Advertising

 

10.950

 

14.954

 

Own consumption of electricity

 

7.197

 

6.662

 

Subventions and donations

 

8.116

 

10.939

 

ANEEL inspection charge

 

12.089

 

12.562

 

Taxes and charges (IPTU, IPVA and others)

 

6.702

 

6.644

 

Financial compensation for use of water resources

 

3.682

 

3.054

 

Contribution to the MAE

 

1.029

 

840

 

Insurance

 

927

 

1.087

 

Inspection Fee - TFDR

 

27.281

 

 

Other (Recovery Expenses)

 

3.265

 

(9.530

)

 

 

94.024

 

60.599

 

 

25) – NET FINANCIAL REVENUES (EXPENSES)

 

 

 

06/30/2009

 

06/30/2008

 

FINANCIAL REVENUES

 

 

 

 

 

Revenue from cash investments

 

18,824

 

40,178

 

Arrears penalty payments on electricity bills

 

48,513

 

78,404

 

Monetary variation of CVA

 

19,774

 

12,860

 

Monetary variation – General Agreement for the Electricity Sector

 

24,469

 

45,877

 

Monetary variation – Deferred Tariff Adjustment

 

1,802

 

54,204

 

FX variations

 

59,166

 

26,501

 

Pasep and Cofins taxes on financial revenues

 

(167

)

(5,212

)

Other

 

20,282

 

21,338

 

 

 

192,663

 

274,150

 

FINANCIAL EXPENSES

 

 

 

 

 

Charges on loans and financings

 

(126,683

)

(134,937

)

Monetary variation – General Agreement for the Electricity Sector

 

 

(2,460

)

Monetary variation of CVA

 

(33

)

(15,345

)

FX variations

 

(15,392

)

(6,041

)

Monetary variation – loans and financings

 

(8,904

)

(44,641

)

CPMF tax

 

 

(3,010

)

Losses on financial instruments (Note 29)

 

(28,253

)

(22,929

)

Provision for losses in the recovery of RTE amounts – Updating

 

 

(1,470

)

Other

 

(20,659

)

(20,024

)

 

 

(199,924

)

(250,857

)

NET FINANCIAL REVENUES (EXPENSES)

 

(7,261

)

23,293

 

 

The Pasep and Cofins tax expenses are applicable to the financial revenues on the regulatory assets, which are realized through invoicing of electricity.

 

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26) – RELATED PARTY TRANSACTIONS

 

As mentioned in Explanatory Note 1, the Company is a wholly-owned subsidiary of Companhia Energética de Minas Gerais — Cemig, of which the controlling stockholder is the Government of the State of Minas Gerais. Cemig Geração e Transmissão (“Cemig GT”) and Light are also subsidiaries of Cemig.

 

The principal balances and transactions with related parties of Cemig Distribution are:

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

03/31/2009

 

06/30/2009

 

06/30/2008

 

06/30/2009

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEMIG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding company

 

10,289

 

10,268

 

13,531

 

13,419

 

 

 

 

 

Interest on Equity and dividends

 

 

 

521,484

 

682,227

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding company

 

15,111

 

15,046

 

11,678

 

9,957

 

 

 

 

 

Energy purchased for resale (1)

 

958

 

 

51,272

 

46,686

 

18,630

 

3,362

 

(117,297

)

(47,521

)

Other

 

7

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy purchased for resale (1)

 

 

 

2,623

 

2,535

 

 

 

(1,405

)

(234

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Governo do Estado de Minas Gerais

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and traders (4)

 

2,592

 

2,269

 

 

 

38,863

 

37,080

 

 

 

Taxes, charges and contributions – ICMS (5)

 

129,049

 

122,646

 

228,995

 

233,911

 

(1,008,854

)

(1,101,964

)

 

 

Taxes offsettable ICMS (5)

 

57,351

 

57,351

 

 

 

 

 

 

 

Consumers and traders (2)

 

12,668

 

11,968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations - current (3)

 

 

 

56,020

 

54,580

 

 

 

(45,879

)

(74,337

)

Post-employment obligations – Non current (3)

 

 

 

814,826

 

823,773

 

 

 

 

 

Other

 

 

 

13,001

 

25,677

 

 

 

 

 

Personnel expenses (6)

 

 

 

 

 

 

 

(22,402

)

(22,260

)

Current administration expense (7)

 

 

 

 

 

 

 

(4,758

)

(4,645

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated and subsidiary companies, or parent companies

 

593

 

569

 

 

 

 

 

 

 

 


Main material comments on the above transactions:

 

(1) The Company has contracts for purchase of electricity from Cemig Geração e Transmissão S.A. and Light S.A., arising from the public electricity auction which took place in 2005, with period of validity of 8 years from the start of supply and annual adjustment by the IGP-M inflation index.  These transactions were carried out on terms equivalent to those that prevail in transactions with independent parties, in view of the fact that the purchase of energy was made through an auction organized by the federal government, which subsequently decided what contracts should be signed between distributors and generators.

 

(2) A substantial portion of the amount refers to the renegotiation of the debit originating from the sale of energy to Copasa, with provision for payment up to September 2012, and financial updating (IGP-M inflation index + 0.5% per month).

 

(3) The contracts of FORLUZ are updated by the Expanded Consumer Price Index (IPCA) calculated by the Brazilian Geography and Statistics Institute (IBGE) (Note 18) and will be amortized up to the business year of 2024.

 

(4) Refers to sale of energy to the government of the State of Minas Gerais. The transactions were carried out on terms equivalent to those which prevail in the transactions with independent parties, considering that the price of the energy is that defined by ANEEL through a resolution referring to the company’s annual tariff adjustment.

 

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(5) The transactions with ICMS tax posted in the Quarterly Information refer to transactions for sale of energy and are carried out in conformity with the specific legislation of the State of Minas Gerais.

 

(6) Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (Note 18) and calculated on the monthly remunerations in accordance with the regulations of the Fund.

 

(7) Funds for annual current administrative costs of the Pension Fund in accordance with the specific legislation of the sector. The amounts are estimated as a percentage of the Company’s total payroll.

 

For more information on the main transactions, see Explanatory Notes 5, 9, 14, 17, 19, 23, 24 e 26.

 

27) – FINANCIAL INSTRUMENTS

 

Cemig Distribution uses financial instruments restricted to cash and cash equivalents, consumers and traders, loans and financings, debentures, and currency swaps. The gains and losses obtained on the transactions are registered in full by the accrual method.

 

The Company’s financial instruments were recognized initially at fair value and are classified as follows:

 

·      Held for trading: In this category are cash investments and derivative investments (mentioned in item “b”). They are valued at fair value and the gains or losses are recognized directly in the income statement.

·      Receivables: Credits from consumers and traders are in this category. They are recognized at their nominal realization value, similar to the fair values.

·      Loans and financings, and obligations under debentures: These are measured at the amortized cost using the effective interest rates method. Gains or losses are recognized in the income statement as and when they take place.

·      Derivative financial instruments: These are measured at fair value and the gains and losses are recognized directly in the income statement.

 

a) Management of risks

 

The management of corporate risks is a management tool that is part of the practices of Corporate Governance and aligned with the process of planning, which sets the strategic objectives of the Company’s business.

 

The Company has a Financial Risks Management Committee, which aims to implement guidelines and monitor the financial risk of transactions which might negatively affect the Company’s liquidity and profitability, recommending protection strategies in relation to foreign exchange, interest rate and inflation risks. These are effectively in line with the Company’s strategy.

 

Cemig D’s principal exposure risks are listed below:

 

Exchange rate risk

 

Cemig D is exposed to the risk of increase in exchange rates, especially of the US dollar against the Real, with significant impact on indebtedness, profit and cash flow. For the purpose of reducing the Company’s exposure to increases in exchange rates, Cemig Distribuição had, on June 30, 2009, hedge transactions contracted, which are described in more detail in item b.

 

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The net exposure to exchange rates is as follows:

 

EXPOSURE TO EXCHANGE RATES

 

06/30/2009

 

03/31/2009

 

US dollar

 

 

 

 

 

Loans and financings

 

200.820

 

265.038

 

Contracted hedge/swap

 

(94.067

)

(121.923

)

 

 

106.753

 

143.115

 

Euro

 

 

 

 

 

Loans and financings

 

13.553

 

16.426

 

Net liability exposure

 

120.306

 

159.541

 

 

The Company estimates that, in a probable scenario, the appreciation of the exchange rates of foreign currencies against the Real in the end the next 12 months will be 4.53%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively – scenarios which we assess as “possible” and “remote”, respectively.

 

 

 

 

 

 

 

“Possible”

 

“Remote”

 

 

 

 

 

 

 

scenario

 

scenario

 

 

 

 

 

 

 

Exchange

 

Exchange

 

 

 

Base

 

“Probable”

 

variation of

 

variation of

 

Risk - Increase in exchange rate

 

06/30/2009

 

scenario

 

25%

 

50%

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

200,820

 

209,916

 

262,395

 

314,875

 

( - ) Contracted hedge/swap

 

(94,067

)

(98,328

)

(122,910

)

(147,492

)

 

 

106,753

 

111,588

 

139,485

 

167,383

 

 

 

 

 

 

 

 

 

 

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings

 

13,553

 

14,167

 

17,709

 

21,143

 

 

 

 

 

 

 

 

 

 

 

Net liability exposure

 

120,306

 

125,755

 

157,194

 

188,526

 

 

 

 

 

 

 

 

 

 

 

Net effect variation of exchange rate

 

 

(5,449

)

(36,888

)

(68,220

)

 

Interest rate risk

 

Cemig Distribution is exposed to the risk of increase in international interest rates, with an impact on loans and financings in foreign currency with floating rates (Libor) in the amount of R$ 9,648, at June 30, 2009.

 

In relation to the risk of increase of domestic interest rates, the Company’s exposure arises from its liabilities indexed to interest rates, which are as follows:

 

EXPOSURE OF CEMIG D TO BRAZILIAN INTEREST RATES

 

06/30/2009

 

03/31/2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash investments

 

223,761

 

421,297

 

Regulatory assets

 

1,484,869

 

1,609,016

 

 

 

1,708,630

 

2,030,313

 

Liabilities

 

 

 

 

 

Loans and financings

 

(1,190,763

)

(1,246,183

)

Regulatory liabilities

 

(627,425

)

(587,987

)

Contracted hedge/swap

 

(94,067

)

(121,923

)

 

 

(1,912,255

)

(1,956,093

)

Net liability exposure

 

(203,625

)

74,220

 

 

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In relation to the most significant interest rate risk, that of an increase in the Selic rate, the Company estimates that, in a probable scenario, the Selic rate at the end of June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively – scenarios which we assess as “possible” and “remote”, respectively.

 

 

 

 

 

"Probable"

 

"Possible"

 

"Remote"

 

 

 

Scenario Base

 

scenario

 

scenario

 

scenario

 

Risk -Exposure Brazilian Interest Rates

 

SELIC 9.16%

 

SELIC 9.00%

 

SELIC 11.25%

 

SELIC 13.5%

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments

 

223,761

 

223,403

 

228,438

 

233,472

 

Regulatory assets

 

1,484,869

 

1,482,493

 

1,515,903

 

1,549,312

 

 

 

1,708,630

 

1,705,896

 

1,744,340

 

1,782,785

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

(1,190,763

)

(1,188,858

)

(1,215,650

)

(1,242,442

)

Regulatory liabilities

 

(627,425

)

(626,421

)

(640,538

)

(654,655

)

Contracted Hedge/Swap

 

(94,067

)

(93,917

)

(96,033

)

(98,150

)

 

 

(1,912,255

)

(1,909,196

)

(1,952,221

)

(1,995,247

)

Net liability exposure

 

(203,625

)

(203,299

)

(207,881

)

(212,462

)

 

 

 

 

 

 

 

 

 

 

Net effect variation of SELIC

 

 

326

 

(4,256

)

(8,837

)

 

Credit risk

 

This risk arising from the possibility of Cemig incurring losses as a result of difficulty in receiving amounts billed to its clients is considered to be low.  The Company carries out monitoring for the purpose of reducing default, on an individual basis, with its consumers.  Negotiations are also established for receipt of receivables in arrears.

 

Electricity scarcity risk

 

The electricity sold is generated, basically, by hydroelectric power plants.  A prolonged period of shortage of rainfall could result in reduction of volume of water in the reservoirs of the Company’s plants, adversely affecting the recovery of their volume and resulting in losses as a result of increased costs of acquisition of electricity, or reduction of revenues in the event of adoption of a renewed rationing program, like the one put in place by the federal government in 2001.

 

Early debt maturity risk

 

The Company has contracts for loans and financings with the restrictive covenant clauses normally applicable to these types of operation, related to compliance with limits on economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. Some of these restrictive covenants were not met on June 30, 2009, and the Company obtained formal consent (“waiver”) from the creditors (Note 15), that they will not demand early maturity of the obligation.

 

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Risk of non-renewal of concessions

 

The Company has concessions for commercial operation of distribution services. Management expects that these concessions will be renewed by ANEEL and/or the Mining and Energy Ministry. If the Mining and Energy Ministry does not grant the applications for renewals of these concessions, or if it decides to renew them upon imposition of additional costs for the company (“concessions for consideration”), the present levels of activity and profitability could be altered.

 

b) Financial instruments – derivatives

 

The derivative instruments contracted by the company have the purpose of protecting the company’s operations against the risks arising from foreign exchange variation, and are not used for speculative purposes.

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require cash payments, but only the gains or losses that actually occur.  The net results of these transactions represented a loss on June 30, 2009, of R$ 28,253 (vs. loss of R$ 22,929 on June 30, 2008), recorded in Financial revenue (expenses).

 

Methodology of calculation of the fair value of positions

 

The fair value of financial investments is calculated, when applicable, taking into consideration the market prices of the security, or market information that makes such calculation possible, and future rates for similar securities. The market value of the security corresponds to its maturity value brought to present value by the discount factor obtained from the market yield curve in Reais.

 

This table shows the derivative instruments contracted by Cemig D on June 30, 2009.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Receivable by

 

Payable by

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect

 

Cemig

 

Cemig

 

 

 

 

 

 

 

 

 

Lost not realized

 

Payable

 

Geração e

 

Geração e

 

Maturity

 

Market

 

Principal amount contract*

 

Book Value

 

Fair Value

 

Amount

 

Transmissão

 

Transmissão

 

period

 

Trading

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

US$ 

 

R$

 

From

 

Over the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

exchange rate

 

100% of CDI +

 

04/2009

 

counter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+ interest

 

interest (2.98%

 

to

 

(OTC)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5.58% p.a. to

 

p.a.. to 3.01%

 

06/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.14% p.a.)

 

p.a.)

 

 

 

 

 

US$48,200

 

US$52,662

 

(94.160

)

(76.726

)

(96.444

)

(80.385

)

(11.442

)

 

c) Sensitivity analysis

 

The derivative instrument described above shows that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate at the end of June 30, 2010 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively, in relation to June 30, 2009 — scenarios which we assess as “possible” and “remote”, respectively. In these “possible” and “remote” scenarios, the CDI rate at june 30, 2010, would be: 11.25% and 13.50%, respectively.

 

 

 

 

 

"Probable"

 

"Possible"

 

"Remote"

 

 

 

Base

 

scenario

 

scenario

 

scenario

 

Risk -Exposure Brazilian Interest Rates

 

 

 

 

 

 

 

 

 

Contract in US$

 

(94.067

)

(93.917

)

(96.033

)

(98.150

)

Net effect variation of SELIC

 

 

 

150

 

(1,966

)

(4,083

)

 

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28) – FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D AND TARIFF ADJUSTMENT

 

In March 2009 ANEEL homologated the final result of the tariff review of Cemig Distribution, the effects of which take place from April 2008.

 

The final result of the Company’s second tariff review was an average reduction of 19.62%, which compares with the average reduction of 18.09% applied on a provisional basis in April 2008.

 

For the homologation of the final Tariff Review, ANEEL also recalculated the amounts which, in its judgment, should have been those effectively recognized in the Company’s Tariff Adjustment as from April 2008.

 

The effects on the income statement relate primarily to the reduction in the value of the “Reference Company” used as a basis for reimbursement of the Company’s manageable costs; and also to a review by ANEEL of the criterion for calculation of the reimbursements, in the tariff, of the financial regulatory assets, which resulted in discounting of amounts which, in the regulator’s view, were included in excess in the Company’s tariff in 2008.

 

These amounts, totaling R$ 203,615, recorded in Current liabilities, under “Regulatory liabilities — Tariff Review”, are being transferred monthly to the income statement, on a linear basis, in the period from April 8, 2009 to April 7, 2010.

 

29) – THE TARIFF ADJUSTMENT

 

On April 7, 2009 ANEEL published the result of the Tariff Adjustment of Cemig D. This increased Cemig D’s tariffs by 20.81%, from April 8, 2009.

 

The adjustment applied differently to different consumer categories. Electricity bills of residential consumers were increased by an average of 4.87%, while invoices for high-voltage captive consumers were increased by an average of 9.42%. The overall average impact on the electricity bills of captive consumers was an increase of 6.21%.

 

Considering the total market of the Company’s consumers — captive and free consumers — the average percentage increase was 4.87% for low-voltage consumers, and 4.43% for high-voltage consumers. The resulting overall average impact on the electricity bills of free and captive consumers was an increase of 4.69%.

 

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ECONOMIC AND FINANCIAL PERFORMANCE

 

(Amounts are in thousands of Reais unless otherwise stated.)

 

Net profit

 

Cemig Distribution (“Cemig D”) reported net profit for the first half of 2009 (“1H09”)of R$ 88,385, 81.86% lower than it net profit of R$ 487,276 for the first half of 2008. The significantly lower bet profit is mainly due to non-recurring events in this first half, including the effects of the Final Tariff Review, and the provision for the PDV voluntary retirement program (Explanatory Notes 24 and 28).

 

Ebitda (calculation method not reviewed by external auditors)

 

Cemig D’s Ebitda in the first half of 2009 was significantly lower than its Ebitda for the first half of 2008 – by a percentage of 65.42%. Adjusted for the non-recurring items, this percentage reduction is diminished to 25.07%

 

As part of the final disclosure of the Tariff Review of Cemig D, ANEEL included in the tariff to be applied as from April 8, 2009 certain financial items relating to previous business years, resulting in recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be received from consumers applied in the period from April 8, 2009 through April 7, 2010.

 

These financial items relate principally to reduction of the costs of the “Reference Company” used by ANEEL in calculating reimbursement to the Company of its controllable costs, with effect backdated to April 2008. Recognition of this non-recurring item results in an impact of R$ 192,816 to Ebitda, as shown in the table below:

 

The PDV Temporary Voluntary Retirement Program also impacted Ebitda in first half 2009, in the amount of R$ 148,059.

 

EBITDA - R$ ’000

 

06/30/2009

 

06/30/2008

 

Change, %

 

Net profit

 

88,385

 

487,276

 

(81,86

)

+ Income tax and Social Contribution

 

1,035

 

209,139

 

(99,51

)

+ Profit shares

 

51,102

 

33,748

 

51,42

 

+ – Financial revenues (expenses)

 

7,261

 

(23,293

)

(131,17

)

+ Depreciation and amortization

 

162,938

 

191,801

 

(15,05

)

= EBITDA

 

310,721

 

898,671

 

(65,42

)

Non-recurring items:

 

 

 

 

 

 

 

+ Tariff review – Net revenue

 

213,803

 

(62,464

)

 

+ Tariff review – Operational expense

 

(20,987

)

4,330

 

 

+ The PPD Voluntary Dismissal Program

 

(478

)

28,400

 

 

+ The PDV Temporary Voluntary Retirement Program

 

148,059

 

 

 

= ADJUSTED EBITDA

 

651,118

 

868,937

 

(25,07

)

 

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The lower Ebitda in 1H09 than in 1H08 mainly reflects net operational revenue 10.82% lower, and operational costs and expenses (excluding effects of depreciation and amortization) 11.36% higher. The lower result in 2009 was reflected in Ebitda margin, which was 11.20% in 1H09, compared with 28.88% in 1H08.

 

Gross revenue from supply of electricity

 

Gross revenue from retail electricity sales in the first half of 2009 was R$ 4,092,425, compared to R$ 4,427,279 in the first half of 2008 – an reduction of 7.56% .

 

Considering sales to final consumers, main factors affecting revenue in 2009:

 

·                  Tariff adjustment with average impact on consumer tariffs of 4.64%, starting from April 8, 2009.

·                  Reduction in the tariff of Cemig D, with average impact across all consumer tariffs of a reduction of 12.08%, from April 8, 2008 (full effect in 2009)..

·                  Volume of energy invoiced to final consumers 2.43% higher than in 2008 (this excludes Cemig’s own internal consumption).

·                  Posting of regulatory liabilities arising from the adjustment in the Company’s Tariff Review, this with effect backdated to 2008, representing a reduction in gross revenue of R$ 213,803, in 2009.

 

Electricity sold to final consumers (MWh)

(Data not audited by external auditors)

 

 

 

MWh

 

 

 

Consumption by consumer category

 

06/30/2009

 

06/30/2008

 

Change, %

 

 

 

 

 

 

 

 

 

Residential

 

3,861,611

 

3,535,750

 

9.22

 

Industrial

 

2,359,926

 

2,563,257

 

(7.93

)

Commercial, services and others

 

2,313,455

 

2,178,091

 

6.21

 

Rural

 

970,374

 

954,726

 

1.64

 

Public authorities

 

348,059

 

343,820

 

1.23

 

Public illumination

 

530,750

 

525,774

 

0.95

 

Public service

 

525,338

 

549,794

 

(4.45

)

Total

 

10,909,513

 

10,651,212

 

2.43

 

 

Increases in the largest categories, residential and commercial, were respectively 9.22% and 6.21%. while sales volume to the industrial category of consumers was 7.93% lower. The increases in the residential and commercial categories of consumer mainly reflect the increases in the number of consumers — respectively, 4.38% and 3.29% year-on-year. The lower consumption in the industrial category is mainly due to the effects of the global economic crisis which severely affected Brazil’s manufacturing sector. In the commercial category, as well as the increase in the number of consumers, the better performance of the retail, accommodation and food sectors, communications services, health and wholesale traders, contributed to the year-on-year increase in revenue in 1H09.

 

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Revenue from use of the grid

 

This revenue is from the TUSD — tariff for use of the distribution system — charged to Free Consumers on electricity sold to them. Revenue in the first half of 2009 was R$ 538,187, compared to R$ 655,825 in the first half of 2008 — a reduction of 17.94%. This reflects less transport of electricity to Free Consumers, in turn reflecting the slowdown in the Brazilian economy, affecting the manufacturing sector.

 

Non-controllable costs

 

Differences between the sum of non-controllable costs (known as “CVA”), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets and Liabilities. Complying with the ANEEL Chart of Accounts, some items are allocated as Deductions from operational revenue. Further information is in Explanatory Note 7 to the Quarterly Information.

 

As from March 2008 the Company began to receive, in the tariff, the amounts posted in assets under “Portion A”. Hence the portion of the non-controllable costs that was actually received in the tariff is transferred to Operational expenses, as shown in Explanatory Note 6, item “b”.

 

Deductions from operational revenues

 

Deductions from operational revenues totaled R$ 1,892,516 in 1H09, compared to R$ 2,008,372 in 1Q08, a year-on-year increase of 5.77%. Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account – CCC

 

The deduction from revenue relating to the CCC was R$ 206,789 in 1H09, compared to R$ 150,940 in 1H08, an increase of 37.00%. This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an ANEEL Resolution. This is a non-controllable cost: the amount deducted from revenue is passed through to tariffs.

 

The Energy Development Account – CDE

 

The deduction from revenue relating to the CDE was R$ 162,691 in 1H08, compared to R$ 149,523 in 1H08, representing an increase of 8.81%. The payments are specified by an ANEEL Resolution. This is a non-controllable cost: the deduction from revenue recorded in the income statement is the amount actually passed through to the tariff.

 

The Global Reversion Reserve – RGR

 

The deduction from revenue relating to the RGR was R$ 35,074 in 1H09, compared to R$ 32,664 in 1H08, representing an increase of 7.38%. This is a non-controllable cost: the deduction from revenue recorded in the income statement is the amount actually passed through to the tariff.

 

The other deductions from revenue are for taxes that are calculated as a percentage of billing. Hence their variations arise substantially from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Net financial revenue/expenses) in the first half of 2009 totaled R$ 2,627,542,compared to R$ 2,405,042 in the first half of 2008, an increase of 9.25%. This is mainly due to the increases in personnel costs, electricity bought for resale and outsourced services, partially offset by the reduction in cost of post-employment obligations. For further information on the composition of operational costs and expenses, see Explanatory Note 24 to the Quarterly Information.

 

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The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses in 1H09 were R$ 513,154, compared to R$ 389,816 in the first half of 2008, an increase of 31.64%. This primarily reflects the following factors:

 

·                  Salary increase of 7.26% given to employees in November 2008.

·                  Provision for the PDV Voluntary Retirement Program, in the amount of R$ 148,059, in 1H09.

 

In counterpart, the following factors contributed to lower personnel expenses:

 

·                  Reduction in the number of employees, from 8,050 at the end of June 2008 to 7,796 at the end of June 2009.

·                  Higher transfer of costs from Personnel expenses to Works in progress (R$ 55,408 in 2009, vs. R$ 46,457 in 2008), due to the higher capital expenditure program in 2009.

 

Electricity bought for resale

 

The expense on this account in first half of 2009 was R$ 1,243,570, 5.33% more than the figure of R$ 1,180,675 for this account in the first half of 2008. This is a non-controllable cost: the deduction from revenue recorded in the income statement is the amount actually passed through to the tariff. Further information is given in Explanatory Note No. 24 to the Quarterly Information.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 45,879 in 1H09, 38.28% lower than in 1H08 (R$ 74,337). These expenses basically represent interest on the actuarial liabilities of Cemig D, net of the expected return on the pension plans’ assets, as estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made in December 2008 to the actuarial assumptions, resulting in a reduction of the Company’s net obligations.

 

Depreciation and amortization

 

The expense on depreciation and amortization in 1H09 was R$ 162,938, 15.05% less than the expense of R$ 191,801 posted for 1H08. This mainly reflects the depreciation of the item “Special Obligations”, as from April 2008, the date of the second Tariff Review cycle.

 

Operational provisions

 

Operational provisions in 1H09 totaled R$ 24,433, 24.53% less than in 1H08 (R$ 32,375). This mainly reflects a lower volume of provisions for litigation contingencies in 2009. See more information in Explanatory Notes 18 and 24 of the Quarterly Information.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in the first half of 2009 was R$ 254,942, vs. R$ 233,300 in the first half of 2008, an increase of 9.28%. This expense refers to the charges payable by electricity distribution and generation agents for use of the facilities that are components of the basic grid, as set by an ANEEL Resolution. This is a non-controllable cost: the deduction from revenue recorded in the income statement is the amount actually passed through to the tariff.

 

Outsourced services

 

The expense on outsourced services in 1H09 was R$ 247,959, compared to R$ 201,536 in 1H08, an increase of 23.03%, with the main changes in expenditure on communication, maintenance and conservation of electricity facilities and tree pruning, as follows:

 

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·                  Expenses on communication were 64.12% higher in 1H09, at R$ 35,324, than in 1H08 (R$ 21,523). This variation arises mainly from the increase in the number of calls as a consequence of the longer rainy season in 2009; a significant increase in the number of calls by mobile phone, which are much more expensive; and the migration of other services previously provided through other channels, such as customer service branches, to the communications centre.

 

·                  The expense on services of maintenance and conservation of electrical facilities and equipment in 1H09 was R$ 49,976, 40.37% higher than in 1H08 (R$ 35,604). This variation arises principally from the prolongation of the rainy season, with greater demand for corrective maintenance of the system, and the higher volume of preventive maintenance activities, aiming to reduce accidental outages in the next rainy season.

 

·                  The expense of tree pruning, recorded in the accounts under “Outsourced services — Other” was R$ 6,065 in 1H09, 208.34% more than in 1H08 (R$ 1,967). The increase in this expense arises from the Company’s preventive actions to reduce accidental outages caused by trees close to the electricity networks, principally in rainy periods.

 

Details of the expenses under this line are given in Explanatory Note 24 to the Quarterly Information.

 

Other expenses, net

 

The net expense under this heading in first half 2009 was R$ 94,024, 55.16% more than in 1H08 (R$ 60,599). The increase mainly reflects the provision for and payment of the License Charge for Occupation of Highway Lands (TFDR) for 2009, of R$ 27,281, recognized in June 2009.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 7,261 in 1H09, which compares with net financial revenue of R$ 23,293 in first half 2008. The main factors in Financial revenue (expenses) are:

 

·                  Revenue from cash investments R$ 21,354 lower due to the lower volume of cash invested in 2009.

 

·                  Revenue from penalty payments on electricity invoices in arrears 38.12% lower in 1H09, at R$ 48,513, than in 1H08 (R$ 78,404). This variation arises mainly from the revenue posted in 2008 for payment of accounts received from large industrial consumers for consumption related to prior years — the principal amounts of which were considerably less than the amounts added as penalty payments for delay in settlement.

 

·                  Lower revenue from monetary updating on the regulatory assets arising from the General Agreement for the Electricity Sector. The revenue in 1H09 was R$ 24,469, compared to R$ 45,877 in 1H08 — basically reflecting the lower value of the regulatory assets in 2009, due to amortization of the principal regulatory assets previously constituted.

 

·                  Revenue from monetary updating and interest on the Deferred Tariff Adjustment 96.68% lower, at R$ 1,802 in 1H09, than in 1H08 (R$ 54,204), due to the reduction of the asset by receipt of amounts receivable, in electricity invoices.

 

·                  Net gains on FX variations in 2009, in the amount of R$ 15,521, net of the compensatory effects relating to financial instruments, which compares to net losses of R$ 2,469 in 2008, arising basically from loans and financings in foreign currency indexed to the US dollar. This result arises principally from the appreciation of the Real against the dollar in the first half of 2009.

 

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For a breakdown of financial revenues and expenses, please see Explanatory Note 25 to the Quarterly Information.

 

Income tax and Social Contribution tax

 

Cemig D’s expenses on income tax and the Social Contribution tax in first half of 2009 totaled R$ 1,035, on profit of R$ 140,522, before tax effects, a percentage of 0.73%. In 1H08, the Company posted expenses on income tax and the Social Contribution tax of R$ 209,139, representing 28.64% of the pre-tax profit of R$ 730,163 million. The lower expense on income tax and Social Contribution in 1H09 is mainly due to allocation of Interest on Equity in the amount of R$ 76,702, recorded in June 2009. The effective rates are reconciled with the nominal rates in Explanatory Note 9 to the Quarterly Information.

 

INCOME STATEMENTS FOR THE SECOND QUARTERS OF 2009 AND 2008

 

 

 

Second

 

Second

 

Change,

 

 

 

quarter 2009

 

quarter 2008

 

%

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross revenue from supply of electricity

 

2,277,204

 

2,083,932

 

9.27

 

Revenue from use of the network

 

276,337

 

340,793

 

(18.91

)

Other operational revenues

 

17,981

 

19,625

 

(8.38

)

Gross operational revenue

 

2,571,522

 

2,444,350

 

5.20

 

Deductions from operational revenue

 

(982,032

)

(980,220

)

0.18

 

Net operational revenue

 

1,589,490

 

1,464,130

 

8.56

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

Personnel expenses

 

(325,748

)

(196,419

)

65.84

 

Forluz post-employment obligations

 

(22,939

)

(37,168

)

(38.28

)

Materials

 

(19,828

)

(18,579

)

6.72

 

Outsourced services

 

(142,908

)

(101,583

)

40.68

 

Electricity bought for resale

 

(737,860

)

(602,937

)

22.38

 

Depreciation and amortization

 

(81,776

)

(81,286

)

0.60

 

Operational provisions

 

(8,739

)

4,277

 

 

Charges for the use of the basic transmission grid

 

(135,377

)

(113,306

)

19.48

 

Other expenses, net

 

(65,400

)

(28,827

)

126.87

 

 

 

(1,540,575

)

(1,175,828

)

31.02

 

Operational profit (loss) before financial revenue (expenses)

 

48,915

 

288,302

 

(83.03

)

NET FINANCIAL REVENUE (EXPENSES)

 

512

 

12,752

 

(95.98

)

Profit before income tax and Social Contribution

 

49,427

 

301,054

 

(83.58

)

Income tax and Social Contribution tax

 

17,442

 

(68,106

)

(125.61

)

Profit shares

 

(18,817

)

(16,331

)

15.22

 

Net profit for the period

 

48,052

 

216,617

 

(77.82

)

 

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Profit for the quarter

 

In the second quarter of 2009 (2Q09), Cemig Distribution reported net profit of R$ 48,052, 77.82% less than the net profit of R$ 216,617 reported for the second quarter of 2008 (2Q08). This is mainly to the increase of 65.70% in personnel costs, due to the provision of R$ 148,059 for the PDV Temporary Voluntary Retirement Program.

 

Ebitda(calculation methodology not reviewed by external auditors)

 

Cemig Distribution reported Ebitda in the second quater of 2009 (“2Q09”) 64,64% lower than in 2Q08. Adjusted for non-recurring items, Ebitda was 28,91% lower.

 

EBITDA – R$ ’000

 

2Q09

 

2Q08

 

Change, %

 

Net profit

 

48,052

 

216,617

 

(77.82

)

+ – Income tax and Social Contribution tax

 

(17,442

)

68,106

 

 

+ Profit shares

 

18,817

 

16,331

 

15.22

 

+ – Financial revenues (expenses)

 

(512

)

(12,752

)

(95.98

)

+ Depreciation and amortization

 

81,776

 

81,286

 

0.60

 

= EBITDA

 

130,691

 

369,588

 

(64.64

)

Non-recurring items:

 

 

 

 

 

 

 

+ Permanent Voluntary Retirement Program – PPD

 

1,412

 

24,519

 

 

+ Temporary Voluntary Retirement Program – PDV

 

148,059

 

 

 

= ADJUSTED EBITDA

 

280,162

 

394,107

 

(28.91

)

 

GRAPHIC

 

The lower Ebitda in 2Q09 than in 2Q08 mainly reflects operational costs and expenses (excluding effects of depreciation and amortization) 33.28% higher. The lower operational performance in 2Q09 than in 2Q08 is reflected in Ebitda margin, which was 8.22% in 2Q09, vs. 25.24% in 2Q08.

 

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Gross revenue from supply of electricity

 

 

 

MWh (*)

 

 

 

R$

 

 

 

 

 

 

 

Change,

 

 

 

Change,

 

 

 

2Q09

 

2Q08

 

% %

 

2Q09

 

2Q08

 

% %

 

Residential

 

1,956,115

 

1,805,989

 

8.31

 

907,721

 

897,555

 

1.13

 

Industrial

 

1,177,292

 

1,338,420

 

(12.04

)

420,447

 

441,555

 

(4.78

)

Commercial, services and others

 

1,153,229

 

1,093,609

 

5.45

 

505,725

 

491,498

 

2.89

 

Rural

 

518,071

 

501,484

 

3.31

 

134,446

 

131,227

 

2.45

 

Public authorities

 

179,525

 

191,384

 

(6.20

)

77,168

 

81,800

 

(5.66

)

Public illumination

 

261,392

 

266,706

 

(1.99

)

66,535

 

68,216

 

(2.46

)

Public service

 

264,632

 

287,642

 

(8.00

)

77,652

 

78,637

 

(1.25

)

Sub-total

 

5,510,256

 

5,485,234

 

0.46

 

2,189,694

 

2,190,488

 

(0.04

)

Own consumption

 

8,556

 

8,975

 

(4.67

)

 

 

 

Regulatory items included in the tariff

 

 

 

 

 

 

 

45,629

 

60,618

 

(24.73

)

Supply not invoiced, net

 

 

 

 

(7,073

)

(162,101

)

(95.64

)

Effect of the Definitive Tariff Review

 

 

 

 

61,010

 

 

 

 

 

5,518,812

 

5,494,209

 

0.45

 

2,289,260

 

2,089,005

 

9.59

 

Transactions in energy on the CCEE

 

 

 

 

(12,056

)

 

 

Total

 

5,518,812

 

5,494,209

 

0.45

 

2,277,204

 

2,083,932

 

9.27

 

 


(*) Information in MWH not reviewed by external auditors.

 

Gross revenue from electricity supply in 2Q09 was R$ 2,277,204, 9.27% more than in 2Q08 (R$ 2,083,932).

 

Main factors affecting revenue in 2Q09:

 

·                  Tariff adjustment on April 8, 2009, with average impact on consumer tariffs of 4.69%.

·                  Tariff adjustment on April 8, 2008, with average impact on consumer tariffs of 12.08%.

·                  Volume of energy invoiced to final consumers 0.46% higher than in 2Q08 (this excludes Cemig’s own internal consumption).

 

Revenue from use of the grid

 

This revenue refers to the TUSD — Tariff for Use of the Distribution System — charged to free consumers on the energy sold, principally by Cemig Generation and Transmission (“Cemig GT”). In 2Q09 this revenue was 18.91% lower, at R$ 276,337, than in 2Q08 (R$ 340,793), due to a lower volume of transport of energy to Free Consumers, a consequence of the international economic situation, which had repercussions on Brazilian industrial production

 

Non-controllable costs

 

Differences between the sum of non-controllable costs (known as “CVA”), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets and Liabilities. Complying with an alteration in the ANEEL Chart of Accounts, some items are allocated as Deductions from operational revenue.  For more information, please see Explanatory Notes 2 and 7 to the Quarterly Information.

 

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Deductions from operational revenues

 

 

 

2Q09

 

2Q08

 

Change, %

 

ICMS tax

 

512,566

 

544,688

 

(5.90

)

Cofins tax

 

190,265

 

196,318

 

(3.08

)

PIS and Pasep taxes

 

41,307

 

44,124

 

(6.38

)

ISS value-added tax on services

 

92

 

101

 

(8.91

)

 

 

744,230

 

785,231

 

(5.22

)

 

 

 

 

 

 

 

 

Global Reversion Reserve – RGR

 

17,557

 

17,244

 

1.82

 

Energy Efficiency Program – P.E.E.

 

8,396

 

8,269

 

1.54

 

Energy Development Account – CDE

 

85,162

 

74,450

 

14.39

 

Fuel Consumption Account – CCC

 

118,302

 

88,346

 

33.91

 

Research and Development – P&D

 

3,357

 

3,308

 

1.48

 

National Scientific and Technological Development Fund (FNDCT)

 

3,352

 

2,843

 

17.90

 

Energy System Expansion Research – EPE

 

1,676

 

529

 

216.82

 

 

 

237,802

 

194,989

 

21.96

 

 

 

982,032

 

980,220

 

0.18

 

 

Main year-on-year variations in the deductions from revenue:

 

The Fuel Consumption Account – CCC

 

The deduction from revenue for the CCC was R$ 118,302 in 2Q09, compared to R$ 88,346 in 2Q08, representing an increase of 33.91%. This refers to the operational costs of the thermal plants in the Brazilian grid and isolated systems, divided up between electricity concession holders by an ANEEL Resolution. This is a non-controllable cost; the expense that is deducted from revenue is the amount passed through to the tariff.

 

The Energy Development Account – CDE

 

The deduction from revenue for the CDE was R$ 85,162 in 2Q09, compared to R$ 74,450 in 2Q08, 14.39% higher year-on-year. The payments are specified by an ANEEL Resolution. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff.

 

The other deductions from revenue are of taxes calculated as a percentage of billing, and their variations thus substantially arise from the changes in revenue.

 

Operational costs and expenses (excluding Financial revenue (expenses))

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 1,540,575 in 2Q09, 31.00% more than the R$ 1,176,002 deducted for 2Q08. This mainly reflects energy bought for resale 22.38% higher, personnel expenses 65.70% higher, and expenses on outsourced services 40.68% higher, partially offset by post-employment obligations 38.28% lower.

 

The main year-on-year variations in these expenses are:

 

Personnel expenses

 

Personnel expenses totaled R$ 325,748 in 2Q09, 65.70% higher than in 2Q08 (R$ 196,593). This arises from the salary increase if 7.26% given to employees in November 2008 and the provision of R$$ 148,059 for the PDV Temporary Voluntary Retirement Program, in 2Q09. The increase was partially mitigated by the lower number of employees: 7,796 at the end of June, vs. 8,050 at the end of June 2008.

 

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Electricity bought for resale

 

The expense on this account in 2Q09 was R$ 763,099, 26.56% higher than the expense of R$ 602,937 in 2Q08. This change is mainly due to 23.86% increase in average rate of energy purchased in the 2009/2010 cycle pricing. This is a non-controllable cost: the expense recorded in the income statement is the amount actually passed through to the tariff.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 22,939 in 2Q09, 38.28% more than in 2Q08 (R$ 37,168). These expenses basically represent interest on the actuarial liabilities of Cemig D, net of the expected return on the pension plans’ assets, as estimated by an external actuary. The lower expense in 2009 basically reflects the adjustment made to the actuarial assumptions in December 2008, which resulted in a reduction of the Company’s net obligations.

 

Operational provisions

 

Operational provisions in 2Q09 were R$ 8,739, compared to R$ 4,277 in 2Q08. The change basically reflects the lower provision for doubtful receivables in 2Q08, when this figure was a credit balance of R$ 5,788 due to reversals made in June 2008, as a result of a lower probability of losses being estimated by the Company.

 

Outsourced services

 

The expense on outsourced services in 2Q09 was R$ 142,908, compared to R$ 101,583 in 2Q08, an increase of 40.68% — the highest changes being in expenditure on communication, and also on maintenance and conservation of electricity facilities and tree pruning, as follows:

 

·                  Expenses on communication were 166,27% higher in 2Q09, at R$ 28,621, than in 2Q08 (R$ 10,749). This variation arises mainly from the increase in the number of calls as a consequence of the longer rainy season in 2009; a significant increase in the number of calls by mobile phone, which are much more expensive; and the migration of other services previously provided through other channels, such as customer service branches, to the communications centre.

 

·                  The expense on services of maintenance and conservation of electrical facilities and equipment in 2Q09 was R$ 24,429, 47.92% higher than in 2Q08 (R$ 16,515). This variation arises principally from the prolongation of the rainy season, with greater demand for corrective maintenance of the system, and the higher volume of preventive maintenance activities, aiming to reduce accidental outages in the next rainy season.

 

·                  The expense of tree pruning, recorded in the accounts under “Outsourced services — Other” was R$ 3,505 in 2Q09, 172.13% more than in 2Q08 (R$ 1,288). The increase in this expense arises from the Company’s preventive actions to reduce accidental outages caused by trees close to the electricity networks, principally in rainy periods.

 

Other expenses, net

 

Expenses on post-employment obligations totaled R$ 65,400 in 2Q09, 126.87% more than in 2Q08 (R$ 28,827). The increase mainly reflects the provision for and payment of the License Charge for Occupation of Highway Lands (TFDR) for 2009, of R$ 27,281, recognized in June 2009.

 

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Table of Contents

 

Financial revenues (expenses)

 

 

 

 

 

 

 

Change, %

 

 

 

2Q09

 

2Q09

 

%

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Revenue from cash investments

 

8.643

 

22.138

 

(60,96

)

Arrears penalty payments on electricity bills

 

25.935

 

35.356

 

(26,65

)

Monetary variation of CVA

 

9.572

 

7.638

 

25,32

 

Monetary variation – General Agreement for the Electricity Sector

 

10.234

 

18.540

 

(44,80

)

Monetary variation – Deferred Tariff Adjustment

 

25

 

28.307

 

(99,91

)

FX variations

 

49.113

 

25.319

 

93,98

 

Pasep and Cofins taxes on financial revenues

 

(2

)

(2.618

)

(99,92

)

Other

 

10.484

 

13.523

 

(22,47

)

 

 

114.004

 

148.203

 

(23,08

)

 

 

 

 

 

 

 

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(59.356

)

(70.569

)

(15,89

)

Monetary variation – General Agreement for the Electricity Sector

 

 

4.354

 

 

Monetary variation of CVA

 

1.802

 

(10.540

)

 

FX variations

 

(12.752

)

(3.508

)

263,51

 

Monetary variation – loans and financings

 

(5.167

)

(25.451

)

(79,70

)

Losses on financial instruments (Note 26)

 

(27.501

)

(15.638

)

75,86

 

Other

 

(10.518

)

(14.099

)

(25,39

)

 

 

(113.492

)

(135.451

)

(16,21

)

 

 

512

 

12.752

 

(95,98

)

 

The main variations in Financial revenues (expenses) between 2Q09 and 2Q08 are:

 

·                  Revenue from cash investments R$ 13,495 lower due to the lower volume of cash invested in 2009.

 

·                  Arrears penalty payments on electricity bills R$ 9,421 lower due to the higher receipt of the overdue energy bills.

 

·                  Monetary variation on the Deferred Tariff Adjustment R$ 28,282 lower, due to reduction of the underlying asset by receipt of amounts due through clients’ electricity bills.

 

·                  Monetary variation on loans and financings in Brazilian currency R$ 5,167 lower (vs. R$ 25,451 in2Q08), due to the lower variation in the IGP-M inflation index in 2Q09 than in 2Q08.

 

·                  Costs of loans and financings 15.89% lower due to amortizations of debt in 2008 and the lower variation represented by the CDI rate (the main indexor of contracts) in 2009.

 

Income tax and Social Contribution tax

 

Cemig D’s expenses on income tax and the Social Contribution tax in 2Q09 totaled R$ 17,442, on profit of R$ 49,427, before tax effects. The Company’s expenses on income tax and the Social Contribution in 2Q08 were R$ 68,106, on profit of R$ 301,054 before tax effects, a percentage of 22.62%. The tax benefit obtained in 2Q09 arises mainly from allocation of Interest on Equity in the amount of R$ 76,202, in June 2009.

 

*************************

 

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INDEPENDENT AUDITORS’ REVIEW REPORT

 

To

The Board of Directors

Cemig Distribuição S.A.

Belo Horizonte - MG

 

1.     We have reviewed the Quarterly Financial Information — ITR of Cemig Distribuição S.A. (the Company) for the quarter ended June 30, 2009, comprising the balance sheet, the statements of income, changes in shareholders’ equity and of cash flows, the explanatory notes and management report, which are the responsibility of its management.

 

2.     Our review was conducted in accordance with the specific rules set forth by the IBRACON — The Brazilian Institute of Independent Auditors, in conjunction with the Federal Accounting Council — CFC, and consisted mainly of the following: (a) inquiries and discussions with the persons responsible for the Accounting, Finance and Operational areas of the company as to the main criteria adopted in the preparation of the Quarterly Financial Information — ITR; and (b) reviewing information and subsequent events that have or may have relevant effects on the financial position and operations of the Company.

 

3.     Based on our review, we are not aware of any material modification that should be made in accounting information included in the Quarterly Financial Information — ITR described above, for it to be in accordance with the rules issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Financial Information — ITR, including the Instruction CVM Nº 469/08.

 

4.     As mentioned in Note 2 to the financial information, the accounting practices adopted in Brazil have been changed in 2008 and the effects of the first time adoption were recognized of the Company on the fourth quarter of 2008 and disclosure in the financial statements for the year ended December 31, 2008. The statement of income, changes in shareholders’ equity and cash flow for the quarter ended June 30, 2008, presented in connection with the Quarterly Financial Information — ITR, did not change for comparison purposes, as permitted by Direct Release/CVM/SNC/SEP nº 02/2009 (Ofício Circular).

 

August 13, 2009

 

Original report in Portuguese signed by

 

KPMG Auditores Independentes

CRC SP014428/O-6-F-MG

 

Marco Túlio Fernandes Ferreira

Accountant CRCMG 058176/O-0

 

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