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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, 2004

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  ý        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  ý

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




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

INDEPENDENT AUDITORS' REVIEW REPORT

To the Shareholders and the Board of Directors of
Companhia Energética de Minas Gerais—CEMIG
Belo Horizonte—MG

1.
We have performed a special review of the quarterly information, presented in Brazilian reais, of Companhia Energética de Minas Gerais—CEMIG and subsidiaries (Company and Consolidated) for the quarter and semester ended on June 30, 2004, prepared under the responsibility of the Company's management, in accordance with accounting practices adopted in Brazil, consisting of the balance sheets, statements of operations and management's discussion and analysis.

2.
We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries and discussions with management responsible for the accounting, financial and operating areas of the Company and its subsidiaries as to the principal criteria adopted in the preparation of the quarterly information, and (b) review of the information and subsequent events that had or might have had significant effects on the Company's and its subsidiaries' financial positions and results of operations.

3.
Based on our special review, we are not aware of any material modifications that should be made to the quarterly information referred to in paragraph 1 above for it to be in conformity with accounting practices adopted in Brazil and accounting standards issued by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory quarterly financial information.

4.
As mentioned in Notes 5, 7, 8 and 15 to the quarterly information, as of June 30, 2004, the Company and its subsidiaries have recorded assets, liabilities, revenues and expenses related to energy sales, purchases and other transactions occurred on the Wholesale Energy Market—MAE. Such amounts were recorded based on calculations prepared and information made available by MAE regarding transactions through June 30, 2004. Those amounts are subject to change, depending on the outcome of claims currently in progress in court, filed by electric energy companies, concerning the interpretation of the market rules in force at the time that those transactions occurred.

5.
The balance sheets (Company and Consolidated) as of March 31, 2004, presented for comparative purposes, were reviewed by us as set forth in our special review report dated April 30, 2004, issued without qualification and including emphasis regarding the matter discussed in paragraph 4 above. The statements of income (Company and Consolidated) for the quarter and semester ended on June 30, 2003, presented for comparative purposes, were reviewed by us as set forth in our special review report dated on July 31, 2003 without qualification and including emphasis regarding the matter discussed in paragraph 4 above.

6.
This quarterly information has been translated into English for the convenience of readers outside Brazil.

Belo Horizonte, July 30, 2004

/s/  DELOITTE TOUCHE TOHMATSU         /s/  GILBERTO GRANDOLPHO      

DELOITTE TOUCHE TOHMATSU

 

Gilberto Grandolpho
Auditores Independentes   Engagement Partner

2


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


BALANCE SHEETS

JUNE 30, 2004 AND MARCH 31, 2004

ASSETS

(In thousands of Brazilian reais—R$)

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

CURRENT ASSETS:                
  Cash and cash equivalents   596,875   447,076   513,322   356,137
  Accounts receivable   1,264,478   1,090,065   1,209,330   1,039,858
  Consumers—Special rate adjustment and Parcel "A"   308,234   270,722   308,234   270,722
  Concessionaires—Energy transportation   26,568   28,521   26,568   28,521
  Recoverable taxes   111,538   99,241   100,985   93,408
  Prepaid expenses—CVA   507,230   341,409   507,230   341,409
  Distributors—MAE transactions   44,540   44,896   44,540   44,896
  Tax credits   103,364   122,949   103,104   122,693
  Materials and supplies   19,654   20,753   14,757   14,066
  Receivables from Federal Government—Revenue losses from low-income consumers   4,970   18,560   4,970   18,560
  Others   122,601   124,948   149,550   165,278
   
 
 
 
    3,110,052   2,609,140   2,982,590   2,495,548
   
 
 
 
NONCURRENT ASSETS:                
  Receivable from Minas Gerais State Government   1,018,848   946,177   1,018,848   946,177
  Consumers—Special rate adjustment and Parcel "A"   1,196,297   1,258,671   1,196,297   1,258,671
  Prepaid expenses—CVA   192,349   359,181   192,349   359,181
  Tax credits   241,497   261,751   224,577   244,835
  Electricity Rationing Plan—Bonus paid to consumers and adoption costs incurred   23,449   23,449   23,449   23,449
  Distributors—MAE transactions   568,675   564,831   568,675   564,831
  Recoverable taxes   126,742   126,522   114,711   112,957
  Escrow deposits   83,635   82,746   83,533   82,644
  Accounts receivable   25,610   27,406   25,610   27,406
  Deferred rate adjustment   341,885   290,058   341,885   290,058
  Accounts receivable from related parties   61,550   61,550   61,550   61,550
  Others   55,962   53,626   55,310   53,008
   
 
 
 
    3,936,499   4,055,968   3,906,794   4,024,767
   
 
 
 
PERMANENT ASSETS:                
  Investments   870,194   846,854   1,495,731   1,452,598
  Property, plant and equipment   7,962,580   7,974,447   7,315,760   7,329,806
  Deferred charges   20,725   21,563   560   590
   
 
 
 
    8,853,499   8,842,864   8,812,051   8,782,994
   
 
 
 
    Total assets   15,900,050   15,507,972   15,701,435   15,303,309
   
 
 
 

3


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


BALANCE SHEETS

JUNE 30, 2004 AND MARCH 31, 2004

LIABILITIES AND SHAREHOLDERS' EQUITY

(In thousands of Brazilian reais—R$)

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

CURRENT LIABILITIES:                
  Loans and financing   1,597,992   1,562,743   1,572,566   1,538,727
  Debentures   77,052   45,556   77,052   45,556
  Suppliers   670,859   650,721   623,491   599,591
  Taxes payable   392,993   378,110   377,478   365,654
  Dividends and interest on capital   484,489   302,557   483,060   301,129
  Payroll and related charges   174,555   176,915   172,945   175,557
  Regulatory charges   109,075   113,386   108,987   113,304
  Profit sharing   22,463   56,102   22,463   56,092
  Employee post-retirement benefits   192,830   188,558   192,830   188,558
  Other   162,838   145,532   160,615   143,625
   
 
 
 
    3,885,146   3,620,180   3,791,487   3,527,793
   
 
 
 
LONG-TERM LIABILITIES:                
  Loans and financing   1,329,318   1,290,015   1,255,048   1,208,217
  Debentures   974,245   937,392   974,245   937,392
  Reserve for contingencies   415,431   397,968   415,431   397,968
  Employee post-retirement benefits   1,434,550   1,467,023   1,434,550   1,467,023
  Suppliers   279,818   290,890   279,818   290,890
  Taxes payable   555,016   551,700   555,016   551,700
  Other   84,148   70,616   80,458   67,334
   
 
 
 
    5,072,526   5,005,604   4,994,566   4,920,524
   
 
 
 
MINORITY INTEREST:   26,996   27,196    
   
 
 
 
SHAREHOLDERS' EQUITY:                
  Capital   1,621,538   1,621,538   1,621,538   1,621,538
  Capital reserves   4,032,222   4,032,222   4,032,222   4,032,222
  Income reserves   877,686   877,686   877,686   877,686
  Retained earnings   356,813   296,423   356,813   296,423
  Funds for future capital increase   27,123   27,123   27,123   27,123
   
 
 
 
    6,915,382   6,854,992   6,915,382   6,854,992
   
 
 
 
    Total liabilities and shareholders' equity   15,900,050   15,507,972   15,701,435   15,303,309
   
 
 
 

4


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


STATEMENTS OF OPERATIONS

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003

(In thousands of Brazilian reais—R$, except data per thousand shares)

 
  Consolidated
  Company
 
 
  Six month periods ended June 30,
  Six month periods ended June 30,
 
 
  2004
  2003
  2004
  2003
 
OPERATING REVENUES:                  
  Electricity gross sales   4,123,167   3,343,434   4,084,741   3,314,773  
  Deferred rate adjustment   299,782     299,782    
  Other operating revenues   400,941   281,452   154,202   150,259  
   
 
 
 
 
    4,823,890   3,624,886   4,538,725   3,465,032  
DEDUCTIONS FROM OPERATING REVENUES:   (1,428,218 ) (1,081,371 ) (1,369,081 ) (1,048,245 )
   
 
 
 
 
Net operating revenues   3,395,672   2,543,515   3,169,644   2,416,787  
   
 
 
 
 
OPERATING EXPENSES:                  
  Personnel   (423,134 ) (316,324 ) (414,292 ) (309,208 )
  Materials   (43,233 ) (41,546 ) (39,051 ) (40,904 )
  Outside services   (166,939 ) (139,112 ) (160,137 ) (134,765 )
  Electricity purchased for resale   (709,076 ) (680,338 ) (709,012 ) (680,338 )
  Depreciation and amortization   (289,717 ) (280,999 ) (266,236 ) (262,256 )
  Charges for use of water resources   (35,118 ) (26,677 ) (34,296 ) (26,264 )
  Operating provisions   (101,178 ) (80,213 ) (100,623 ) (78,755 )
  Employee post-retirement benefits   (53,454 ) (23,753 ) (53,454 ) (23,753 )
  Fuel consumption quota—CCC   (140,594 ) (157,490 ) (140,594 ) (157,490 )
  Use of basic transmission network   (237,819 ) (156,801 ) (237,818 ) (156,801 )
  Gas purchased for resale   (142,583 ) (76,746 )    
  Employee profit sharing   (21,978 ) (23,166 ) (21,610 ) (23,150 )
  Energy development account   (101,384 ) (37,308 ) (101,384 ) (37,308 )
  Other expenses   (78,044 ) (72,949 ) (66,763 ) (66,131 )
   
 
 
 
 
    (2,544,251 ) (2,113,422 ) (2,345,270 ) (1,997,123 )
   
 
 
 
 
Income from operations before equity in subsidiaries and financial income (expense)   851,421   430,093   824,374   419,664  
   
 
 
 
 
EQUITY IN SUBSIDIARIES       4,931   15,892  
   
 
 
 
 
FINANCIAL INCOME (EXPENSE):                  
  Financial income   438,450   684,279   431,513   662,441  
  Financial expense   (636,023 ) (253,164 ) (620,951 ) (244,816 )
   
 
 
 
 
    (197,573 ) 431,115   (189,438 ) 417,625  
   
 
 
 
 
Income from operations   653,848   861,208   639,867   853,181  
NON-OPERATING EXPENSES, NET   (13,783 ) (12,693 ) (13,778 ) (12,695 )
   
 
 
 
 
Income before taxes on income   640,065   848,515   626,089   840,486  
  Income and social contribution taxes   (283,590 ) (313,765 ) (269,276 ) (305,023 )
  Reversal of interest on capital   200,000     200,000    
MINORITY INTEREST   338   713      
   
 
 
 
 
NET INCOME   556,813   535,463   556,813   535,463  
   
 
 
 
 
  EARNINGS PER THOUSAND SHARES—R$           3.44   3.30  
   
 
 
 
 

5



STATEMENTS OF OPERATIONS

FOR THE QUARTERS ENDED JUNE 30, 2004 AND 2003

(In thousands of Brazilian reais - R$, except data per thousand shares)

 
  Consolidated
  Company
 
 
  Quarter ended
June 30,

  Quarter ended
June 30,

 
 
  2004
  2003
  2004
  2003
 
OPERATING REVENUES:                  
  Electricity gross sales   2,221,560   1,885,594   2,201,466   1,870,616  
  Deferred rate adjustment   32,425     32,425    
  Other operating revenues   239,813   155,530   74,320   77,909  
   
 
 
 
 
    2,493,798   2,041,124   2,308,211   1,948,525  
DEDUCTIONS FROM OPERATING REVENUES:   (722,412 ) (585,667 ) (683,189 ) (565,960 )
   
 
 
 
 
Net operating revenues   1,771,386   1,455,457   1,625,022   1,382,565  
   
 
 
 
 
OPERATING EXPENSES:                  
  Personnel   (238,740 ) (158,940 ) (232,923 ) (155,857 )
  Materials   (23,653 ) (21,307 ) (19,705 ) (21,074 )
  Outside services   (91,912 ) (74,373 ) (88,273 ) (71,770 )
  Electricity purchased for resale   (369,784 ) (388,405 ) (369,725 ) (388,405 )
  Depreciation and amortization   (147,844 ) (140,535 ) (133,430 ) (131,277 )
  Charges for use of water resources   (27,066 ) (15,233 ) (26,646 ) (15,061 )
  Operating provisions   (16,705 ) (39,716 ) (16,357 ) (39,132 )
  Employee post-retirement benefits   (26,224 ) (17,224 ) (26,224 ) (17,224 )
  Fuel consumption quota—CCC   (78,185 ) (64,772 ) (78,185 ) (64,772 )
  Use of basic transmission network   (145,098 ) (79,595 ) (145,097 ) (79,595 )
  Gas purchased for resale   (91,661 ) (50,939 )    
  Employee profit sharing   (15,240 ) (19,087 ) (14,899 ) (19,081 )
  Energy development account   (69,981 ) (37,308 ) (69,981 ) (37,308 )
  Other expenses   (42,368 ) (41,019 ) (34,807 ) (36,951 )
   
 
 
 
 
    (1,384,461 ) (1,148,453 ) (1,256,252 ) (1,077,507 )
   
 
 
 
 
Income from operations before equity in subsidiaries and financial income (expense)   386,925   307,004   368,770   305,058  
   
 
 
 
 
EQUITY IN SUBSIDIARIES       1,915   6,461  
   
 
 
 
 
FINANCIAL INCOME (EXPENSE):                  
  Financial income   243,658   389,747   239,183   377,965  
  Financial expense   (467,554 ) (116,690 ) (455,340 ) (112,686 )
   
 
 
 
 
    (223,896 ) 273,057   (216,157 ) 265,279  
   
 
 
 
 
Income from operations   163,029   580,061   154,528   576,798  
NON-OPERATING EXPENSES, NET   (6,494 ) (3,384 ) (6,492 ) (3,521 )
   
 
 
 
 
Income before taxes on income   156,535   576,677   148,036   573,277  
  Income and social contribution taxes   (96,343 ) (193,350 ) (87,646 ) (189,508 )
  Reversal of interest on capital   200,000     200,000    
MINORITY INTEREST   198   442      
   
 
 
 
 
NET INCOME   260,390   383,769   260,390   383,769  
   
 
 
 
 
  EARNINGS PER THOUSAND SHARES - R$           1.61   2.37  
   
 
 
 
 

6


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


NOTES TO THE INTERIM FINANCIAL STATEMENTS

AS OF JUNE 30, 2004

(Amounts in thousands of Brazilian reais—R$, unless otherwise indicated)

1)—THE COMPANY AND ITS OPERATIONS

Companhia Energética de Minas Gerais—CEMIG ("CEMIG" or the "Company"), a publicly traded company, is an electric power public utility concessionaire controlled by the Government of the State of Minas Gerais, Brazil (the "State Government"). Its principal activities are the construction and operation of systems used in the production, transformation, transmission, distribution and sale of electric energy, as well as in certain related business activities.

The Company has equity interests in the following operating companies as of June 30, 2004:

7


        The Company has a 100.00% interest in each of the following development stage companies, as of June 30, 2004:

        Additionally, CEMIG has a minority interest in the following development-stage companies:

2)—PRESENTATION OF THE FINANCIAL STATEMENTS

The accounting practices, methods and criteria used by the Company in the preparation of these interim financial statements are consistent with those applied in the financial statements as of and for the year ended December 31, 2003.

The financial statements of the companies mentioned in Note 1 were consolidated therein.

The financial statements of the companies on which CEMIG owns minority interest and shares control with others shareholders were consolidated based on the proportional consolidation method, applied to each component of their financial statements.

        The financial statements of subsidiares used to calculate the equity and consolidation are dated June 30, 2004.

3)—CASH AND CASH EQUIVALENTS

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Banks   136,728   120,416   134,824   117,028
   
 
 
 
Short-term investments                
  Bank CDs   337,161   212,883   293,945   163,877
  Investment funds   4,695   7,176   4   73
  Investments linked to interest rate swaps   118,291   106,601   84,549   75,159
   
 
 
 
    460,147   326,660   378,498   239,109
   
 
 
 
    596,875   447,076   513,322   356,137
   
 
 
 

The majority of the short-term investments of CEMIG and its subsidiaries are invested in Bank CDs indexed basically to the CDI (Interbank deposit rates).

CEMIG and its subsidiaries have investments with interest rate swaps through the on-lending of public and private securities issued by third parties. These investments have repurchase clauses and interest rates based on the CDI. The Company and its subsidiaries have a call option for early redemption of these securities without penalty or loss of income.

8


4)—ACCOUNTS RECEIVABLE

Consolidated
 
Consumer class
  Current
  Past-due accounts—up
to 90 days

  Past-due accounts—over
90 days

  Total
 
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

 
Residential   275,184   250,094   189,269   146,179   35,239   34,267   499,692   430,540  
Industrial   275,307   245,836   62,320   47,262   122,316   108,608   459,943   401,706  
Commercial, services and other   108,240   91,407   67,555   66,072   27,872   27,268   203,667   184,747  
Rural   38,093   30,973   15,814   12,452   7,469   7,327   61,376   50,752  
Public authorities   13,586   13,769   28,715   24,191   24,676   25,133   66,977   63,093  
Public lighting   34,048   24,335   31,335   25,543   6,605   8,775   71,988   58,653  
Public services   18,454   10,538   2,858   2,324   603   966   21,915   13,828  
   
 
 
 
 
 
 
 
 
Subtotal—Consumers   762,912   666,952   397,866   324,023   224,780   212,344   1,385,558   1,203,319  
Supply to other concessionaires   3,290   5,167           3,290   5,167  
Allowance for doubtful accounts           (124,370 ) (118,421 ) (124,370 ) (118,421 )
   
 
 
 
 
 
 
 
 
    766,202   672,119   397,866   324,023   100,410   93,923   1,264,478   1,090,065  
   
 
 
 
 
 
 
 
 
Company
 
Consumer class
  Current
  Past-due accounts—up
to 90 days

  Past-due accounts—over
90 days

  Total
 
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

 
Residential   271,127   245,691   189,291   146,179   35,239   33,069   495,657   424,939  
Industrial   227,434   203,026   59,760   47,262   122,127   106,178   409,321   356,466  
Commercial, services and other   105,022   88,413   67,555   66,072   27,872   27,268   200,449   181,753  
Rural   38,093   30,973   15,814   12,452   7,469   7,327   61,376   50,752  
Public authorities   13,586   13,769   28,715   24,191   24,676   25,133   66,977   63,093  
Public lighting   34,048   24,335   31,335   25,543   6,605   8,775   71,988   58,653  
Public services   18,454   10,538   2,858   2,324   603   966   21,915   13,828  
   
 
 
 
 
 
 
 
 
Subtotal—Consumers   707,764   616,745   395,328   324,023   224,591   208,716   1,327,683   1,149,484  

Supply to other concessionaires

 

3,290

 

5,167

 


 


 


 


 

3,290

 

5,167

 
Allowance for doubtful accounts           (121,643 ) (114,793 ) (121,643 ) (114,793 )
   
 
 
 
 
 
 
 
 
    711,054   621,912   395,328   324,023   102,948   93,923   1,209,330   1,039,858  
   
 
 
 
 
 
 
 
 

Noncurrent assets include past-due accounts receivable from consumers, net of allowance for doubtful accounts, in the amount of R$87,160, composed as follows:

9


5)—CONSUMERS—SPECIAL RATE ADJUSTMENT AND PARCEL "A"

In December 2001, the Federal Government, through the Câmara de Gestão da Crise de Energia Elétrica (the Federal Government's Electric Energy Crisis Committee or the "Energy Crisis Committee"), and the electricity distribution and generation concessionaires entered into an agreement entitled Acordo Geral do Setor Elétrico ("General Agreement of the Electricity Sector"). This agreement was entered into to ensure the economic and financial equilibrium of the concession contracts and to reimburse concessionaires for lost revenues related to the period when the Electricity Rationing Plan was in force, through a special rate adjustment ("RTE"), extended to compensate the uncontrollable Parcel "A" cost increases in the period from January 1, 2001 to October 25, 2001.

a) Special Rate Adjustment

The Energy Crisis Committee's Resolution No. 91 of December 21, 2001, and Law No. 10,438 of April 26, 2002, established a special rate adjustment applicable as of December 27, 2001. The rate increases were set forth in the Energy Crisis Committee's Resolution No. 130, of April 30, 2002, as follows:

The special rate adjustment mentioned above is being applied to reimburse concessionaires for the following items:

Pursuant to ANEEL Resolution No. 1 on January 12, 2004, the special rate adjustment's maximum recovery period was changed from 82 to 74 months, from January 2002 to February 2008. The Company has made studies to verify if the 74-month recovery period would be sufficient to recover the amounts approved by ANEEL. These studies are based on certain assumptions, the most relevant of which relate to rate adjustments, inflationary rates, SELIC (Brazilian Central Bank overnight interest rate) and CEMIG's growth in the energy market. Based on those studies, the Company has estimated an allowance for losses in the amount of R$63,653 as of June 30, 2004.

Considering that the assumptions used in management's studies may change throughout the recovery period, management will periodically review these projections, and consequently, the recorded allowance.

Under ANEEL Resolution No.45 of March 3, 2004, the recovery of the credits through the special rate adjustment, related to billing losses and free energy, are being made in the proportion of 64.29% and 35.71%, respectively.

The amounts to be recovered through the special rate adjustment, for billing losses, are restated based on SELIC until their actual recovery.

10


A portion of 82.00% of CEMIG's free energy credits to be recovered through the special rate adjustment is being monetarily restated based on the SELIC. The remaining 18.00% is not being monetarily restated and corresponds, according to CEMIG estimates, to the amounts that were not paid in the MAE due to judicial claims currently in progress, filed by generators and distributors. Therefore, this portion will only be monetarily restated after the definitive MAE settlement, which will only take place after the resolution of the litigation.

ICMS on the special rate adjustment, related to future billings, which is estimated at R$268,954 as of June 30, 2004 (R$278,978 as of March 31, 2004), only becomes an obligation when the customers are billed. However, because the Company's only responsibility is to transfer this tax from its consumers to the State tax authorities, the Company did not record this obligation in advance.

b) Parcel "A"

Parcel "A" items are defined as the difference (positive or negative), in the period from January 1, 2001 to October 25, 2001, between the uncontrollable costs effectively paid and the estimated uncontrollable costs used for purposes of computing the most recent annual rate adjustment.

ANEEL, through Normative Resolution No.1 of January 12, 2004, defined that the variations in Parcel "A" costs should be excluded from the maximum recovery period that the special rate adjustment will be in force. Recovery will start immediately after the end of special rate adjustment recovery period, using the same recovery criteria. Thus, the special rate adjustment applied to recover billing losses and free energy will be kept in force to recover Parcel "A" items.

The Parcel "A" amounts are being restated based on SELIC until actual recovery.

c) Composition of special rate adjustment and Parcel "A" balances

The amounts to be recovered through the special rate adjustment and Parcel "A", recorded in assets, are as follows:

 
  Consolidated and Company
 
 
  June 30,
2004

  March 31,
2004

 
 
  Principal
  SELIC
restatement

  Total
  Total
 
Billing losses during the electricity rationing period   876,846   371,096   1,247,942   1,220,770  
Amounts collected   (506,277 )   (506,277 ) (456,879 )
   
 
 
 
 
    370,569   371,096   741,665   763,891  

Recovery of spot market amounts by generators

 

442,717

 

83,484

 

526,201

 

514,400

 
Amounts collected   (128,396 )   (128,396 ) (100,959 )
   
 
 
 
 
    314,321   83,484   397,805   413,441  
   
 
 
 
 
Allowance for losses on the realization of the special rate adjustment   (59,185 ) (4,468 ) (63,653 ) (61,421 )
   
 
 
 
 
Total RTE   625,705   450,112   1,075,817   1,115,911  
   
 
 
 
 
Total Parcel "A"   245,299   183,415   428,714   413,482  
   
 
 
 
 
Total RTE and Parcel "A"   871,004   633,527   1,504,531   1,529,393  
   
 
 
 
 
Current           308,234   270,722  
Noncurrent           1,196,297   1,258,671  
           
 
 

11


The proceeds from special rate adjustments to be transferred to generators related to free energy, recorded in liabilities, under suppliers, are as follows:

 
  Consolidated and Company
 
 
  June 30,
2004

  March 31,
2004

 
 
  Principal
  SELIC
restatement

  Total
  Total
 
Amounts to be paid to generators   419,229   79,572   498,801   487,477  
( - ) Transferences made   (107,958 )   (107,958 ) (83,162 )
   
 
 
 
 
    311,271   79,572   390,843   404,315  
   
 
 
 
 
Current liabilities           111,025   113,425  
Long-term liabilities           279,818   290,890  
           
 
 

6)—RECOVERABLE TAXES

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Current Assets                
State VAT—ICMS   26,765   27,500   21,963   25,582
Income tax   61,636   55,844   58,501   54,561
Social contribution tax   6,323   5,299   4,600   3,913
Other   16,814   10,598   15,921   9,352
   
 
 
 
    111,538   99,241   100,985   93,408
   
 
 
 
Noncurrent Assets                
State VAT—ICMS   106,654   106,434   94,623   92,869
State VAT—ICMS—Under discussion with Minas Gerais State Government   20,088   20,088   20,088   20,088
   
 
 
 
    126,742   126,522   114,711   112,957
   
 
 
 
    238,280   225,763   215,696   206,365
   
 
 
 

Income and social contribution tax credits are primarily related to amounts arising from tax returns, which may be offset in the next years.

Most of the ICMS balance recorded in noncurrent assets is subject to a 48-month recovery period, as established by Supplementary Federal Law No. 102/00. The Company is in a legal dispute with the Minas Gerais State Government in order to offset the State VAT credits arising from acquired equipment to be used in the Company's operation, in the amount of R$20,088.

7)—PREPAID EXPENSES—CVA

The balance of the recoverable Parcel "A" items—CVA, refers to the difference between the estimated Parcel "A" costs of the Company, used in defining rate adjustments and payments actually made. The variations are recovered in subsequent annual rate adjustments.

Exceptionally, the Federal Government, through Executive Act No. 116 of April 4, 2003, postponed, for a 12 month, period the recovery of the CVA costs incurred during the period from March 10, 2002 through March 9, 2003, which should have been offset in the rate increase in force since April 8, 2003.

12


Additionally, the same Executive Act determined that the CVA balance for which recovery was postponed will be reimbursed through an increase in electric energy rates for a period of 24 months, beginning on April 8, 2004.

The composition of recorded balances is as follows:

 
  Consolidated and Company
 
 
  June 30,
2004

  March 31,
2004

 
 
  CVA from
03/10/2002 to
03/09/2003

  CVA from
03/10/2003 to
03/09/2004

  CVA
03/10/2004
and
thereafter

  Total
  Total
 
System service charges—ESS   71,467   128,240   6,566   206,273   217,274  
Itaipu Binacional eletricity purchase rate   346,451   (82,923 ) (20,681 ) 242,847   230,996  
Itaipu Binacional eletricity transport rate   3,407   8,390   2,650   14,447   13,951  
Fuel comsumption quota—CCC   (108,756 ) 4,658   5,890   (98,208 ) (98,215 )
Rate for use of basic transmission network   63,647   109,513   33,400   206,560   201,296  
Energy development account—CDE     52,223   5,636   57,859   62,015  
Charges for use of water resources   1,479   55,268   13,054   69,801   73,273  
   
 
 
 
 
 
    377,695   275,369   46,515   699,579   700,590  
   
 
 
 
 
 
Current               507,230   341,409  
Noncurrent               192,349   359,181  
               
 
 

The above-mentioned amounts are restated based on the SELIC from the expense payment date to effective recovery through annual rate adjustments.

The review by the MAE of certain assumptions used in the calculation of published amounts and on judicial claims currently in progress, filed by generators and distributors regarding the interpretation of the rules in force, may change the recorded system service charge amounts.

8)—DISTRIBUTORS—MAE TRANSACTIONS

As established by the General Agreement of the Electricity Sector, the difference between the amounts paid by generators and distributors related to the Wholesale Energy Market—MAE transactions during the period in which the Electricity Rationing Plan was in force and the amount of R$49.26/MWh will be reimbursed through the special rate adjustment.

Under ANEEL Resolution No. 36, dated January 29, 2003, distribution concessionaires should collect and transfer, on a monthly basis, the special rate adjustment amounts to generators and distributors, including CEMIG, that have amounts receivable, starting March 2003.

Of the special rate adjustment credits, to reimburse the amounts paid by CEMIG to MAE, to be transferred by other distribution concessionaires to CEMIG, corresponding to approximately R$136,363, from March 2003 to June 2004, R$40,838 was received by CEMIG. Some distribution concessionaires are not transferring the entire amounts of the special rate adjustment due to CEMIG because they believe, based on their interpretation of Article 9 of ANEEL Resolution No. 36 and ANEEL Technical Note No. 004/2003, that CEMIG is challenging the General Agreement of the Electricity Sector because it is challenging the methodology applied to calculate CEMIG's obligations resulting from the MAE transactions. For this reason, such distribution concessionaires would be prevented from transferring such amounts owed to CEMIG.

13


CEMIG, however, does not believe that the injunction granted in December 2002, challenging the methodology applied by the MAE to calculate CEMIG's rights and obligations, represents a challenge of the General Agreement of the Electricity Sector. Therefore, the Company is contesting the restrictions included in ANEEL Resolution No. 36 and ANEEL Technical Note No.004/2003, to eliminate any sanction or restriction on CEMIG's ability to receive amounts owed. CEMIG does not expect losses in this asset realization.

According to ANEEL Resolution No.36, the distribution concessionaires that are not transferring the special rate adjustment amounts due to CEMIG must accrue the collected amounts in order to transfer them to CEMIG as soon as the judicial restrictions are eliminated.

The amounts to be received from distribution concessionaires are recorded in current and noncurrent assets, under Distributors - MAE Transactions.

The portion of 82.00% of CEMIG's rights on MAE transactions is being monetarily restated based on the SELIC. The remainder 18,00% portion has not been monetarily restated and corresponds, according to CEMIG estimates, to the amounts that were not settled on the MAE due to judicial claims currently in progress, filed by generators and distributors. Therefore, these amounts will only be monetarily restated after the definitive MAE settlement, which will only take place after the resolution of the judicial claims.

CEMIG's rights and obligations related to MAE transactions are as follows:

 
  Consolidated and Company
 
  June 30,
2004

  March 31,
2004

ASSETS        
Current        
Distributors—MAE Transactions   44,540   44,896
Noncurrent        
Distributors—MAE Transactions   568,675   564,831
   
 
    613,215   609,727
   
 
LIABILITIES        
Current        
Suppliers   144,939   142,639
   
 
    144,939   142,639
   
 

The outcome of lawsuits currently in progress, filed by certain electric energy companies, related to the interpretation of the market rules in force at the time of the MAE transactions, may change the amounts recorded by CEMIG.

The amounts already paid to the MAE were calculated according to an injunction granted to CEMIG, on December 25, 2002, determining that CEMIG should be considered as both a distributor and generator for purposes of recording the MAE transactions. This decision was contrary to ANEEL Resolution No. 447 of August 23, 2002, which determined that CEMIG should be considered as a distribution concessionaire only.

The amounts due to the MAE, in accordance with the injunction, represented a decrease of approximately R$142,560 in CEMIG's net liabilities. However, because the methodology to be used to calculate CEMIG's rights and obligations is still in litigation, the Company opted to maintain the amounts previously recorded according to ANEEL Resolution No. 447. The difference between the amounts paid and accrued is recorded under current liabilities, as Suppliers.

14


9)—RECEIVABLE FROM MINAS GERAIS STATE GOVERNMENT

The remaining balance of the CRC Account (Recoverable Rate Deficit) was transferred to the State Government in 1995, through the CRC Credit Assignment Contract, pursuant to Law No. 8,724/93. This balance is payable monthly, over 17 years beginning June 1, 1998, accrues annual interest of 6% and is subject to monetary restatement.

Since the original contract, there have been the following amendments:

a) First Amendment to the CRC Credit Assignment Contract, signed on January 24, 2001

The purpose of this amendment was to change the monetary restatement index from UFIR to IGP-DI (Índice Geral de Preços—"General Market Price Index"), since the UFIR was extinguished in October 2000.

b) Second Amendment to the CRC Credit Assignment Contract, signed on October 14, 2002

This Amendment refers to 149 installments from the original contract, maturing from January 1, 2003 to May 1, 2015, in the total amount of R$1,689,004, as of June 30, 2004. These installments are subject to annual interest of 6% and are restated based on the IGP-DI.

Due to the non-inclusion in the Second Amendment of effective guarantees that would assure the realization of the aforementioned credit, CEMIG recorded an allowance for losses in 2002 equal to the total amount referred to in the Second Amendment.

Due to the full allowance recorded on April 1, 2002, the financial income related to monetary updating and interest on the Second Amendment, in the amount of R$643,679, starting from that date, did not impact respective statement of operations, considering that provisions for losses were recorded in the same amounts. However, in compliance with Brazilian tax legislation, CEMIG recorded the federal taxes payable on the financial income.

The recorded allowances are considered permanently non-deductible for tax purposes in accordance with Brazilian tax legislation.

Installments under this Amendment, due from January 1, 2003 to July 1, 2004, totaling R$311,969, including monetary restatement, interest and fines were not liquidated.

c) Third Amendment to the CRC Credit Assignment Contract, signed on October 24, 2002

CEMIG and the State Government signed the Third Amendment in order to reschedule the payment of the original contract installments due from April 1, 1999 to December 1, 1999 and from March 1, 2000 to December 1, 2002. These installments were renegotiated with an annual interest rate of 12.00% per year and monetary restatement based on the IGP-DI. The installments are due in 149 monthly payments from January 2003 to May 2015. This amendment amounts to R$1,018,848 as of June 30, 2004, including interest and fines on overdue installments.

The Third Amendment also established a guarantee which now permits the Company to retain dividends and interest on capital to be paid to the State Government, as a Company shareholder, net of amounts intended to acquire Company debentures related to the Irapé power plant construction. This guarantee will continue in force even after the Third Amendment termination date, scheduled for May 2015.

Part of the Third Amendment installment due on March 1, 2003 and the subsequent installments up to July 1, 2004, totaling R$212,390, including monetary restatement, interest and fines, were not paid.

The projection of the Company's future operations indicates that the dividends attributable to the State Government will be sufficient, in the long-term, to assure the full realization of the credit related to the Third Amendment, in the event of nonpayment by the debtor.

15


Management monitors future events which may impact the Company's dividend payment projections, in order to conclude if the above-mentioned guarantee is still effective or if an additional allowance under this amendment is necessary.

d) Composition of the CRC balance as of June 30, 2004

Contractual Amendments

  Current
  Past-due
  Total
  Allowance for
losses

  Net amount
recorded

Second Amendment   1,377,035   311,969   1,689,004   (1,689,004 )
Third Amendment   806,458   212,390   1,018,848     1,018,848
   
 
 
 
 
    2,183,493   524,359   2,707,852   (1,689,004 ) 1,018,848
   
 
 
 
 

The Company has recorded, under current liabilities, dividends and interest on capital, proposed by management and the Board of Directors, to be paid to shareholders related to 2003 net income after the approval by the Shareholders' Meeting, of which R$71,414 is due to the State Government. Part of such dividends, in the amount of R$22,531, refers to net of the dividends destined to the acquisition of Irapé Plant debentures, by the State of Minas Gerais and R$48,883 may be used to settle part of the CRC overdue credits.

Additionally, the Company has recorded, under current liabilities, interest on capital proposed by the Board of Directors as of May 31, 2004, to be paid to shareholders, of which R$44,565 is due to the State Government. Part of such dividends, in the amount of R$22,531 refers to net of the dividends destined to the acquisition of Irapé Plant debentures, by the State of Minas Gerais and R$22,034 may be used to settle part of the CRC overdue credits.

e) Negotiations with the State Government

The State Government is elaborating a new proposal to settle the payments of the CRC contract. This new proposal establishes the signature of a new amendment, with a reschedule of the contract payments and a new dividend policy for the Company, which will allow the settlement of the contract through the retention of dividends due to the State Government.

10)—INCOME AND SOCIAL CONTRIBUTION TAXES

a) Tax credits

The Company and its subsidiaries have income tax credits recorded as current and noncurrent assets, at a 25% rate, and social contribution tax credits, recorded at a 9% rate. The composition of the balances is as follows:

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Tax credits on—                
  Tax loss carryforwards   83,950   103,127   67,893   87,376
  Employee post-retirement benefits   25,434   38,158   25,434   38,158
  Reserve for contingencies   101,297   100,390   101,297   100,390
  Allowance for losses on recovery of the special rate adjustment   21,642   20,883   21,642   20,883
  Accrual for voluntary termination program—PDV   8,211   9,136   8,211   9,136
  Allowance for doubtful accounts   42,699   40,872   41,772   39,639
  Reserve for PASEP/COFINS—Special rate adjustment   50,608   50,367   50,608   50,367
  Other   11,020   21,767   10,824   21,579
   
 
 
 
    344,861   384,700   327,681   367,528
   
 
 
 

Current

 

103,364

 

122,949

 

103,104

 

122,693
Noncurrent   241,497   261,751   224,577   244,835
   
 
 
 

16


On March 29, 2004, CEMIG's Board of Directors approved the analysis made by CEMIG's Director of Finance and Investor Relations on the projected future results of operations, discounted to present value. According to such projected future results, the Company will be able to realize the tax credits set forth above within the maximum period of ten years, in compliance with CVM Resolution No. 371 of June 27, 2002. On March 29, 2004, the analysis was submitted to CEMIG's Fiscal Council for its review.

In accordance with CEMIG's estimates, future taxable income is expected to permit realization of the tax credits, recorded as of June 30, 2004, as follows:

 
  Consolidated
  Company
2004   90,041   89,781
2005   26,665   26,647
2006   24,115   23,384
2007   24,917   23,471
2008   138,388   136,425
2009   7,076   4,477
2010 to 2011   14,201   9,067
2012 to 2014   19,458   14,429
   
 
    344,861   327,681
   
 

Current

 

103,364

 

103,104
Noncurrent   241,497   224,577
   
 

As of June 30, 2004, CEMIG has tax credits not recognized in its financial statements, in the amount of R$6,290 (R$5,681 as of March 31, 2004). Management estimates that certain obligations, due to their nature, will be realized in more than ten years. In these cases, the referred tax credit has not been recorded.

The subsidiary Infovias has tax credits not recognized in its financial statements, in the amount of R$32,809 as of June 30, 2004 (R$26,030 as of February 29, 2004), based on recovery studies supported by management's estimates of future taxable income, approved by the subsidiary's Board of Directors, and under the terms of CVM Resolution No. 371/2002.

b) Reconciliation of income tax and social contribution tax expenses

The reconciliation between the nominal expense of income tax (25% rate) and social contribution tax (9% rate) and the expense presented in the statement of operations is as follows:

 
  Consolidated
  Company
 
 
  June 30,
2004

  June 30, 2003
  June 30,
2004

  June 30,
2003

 
Income before taxes on income   640,065   848,515   626,089   840,486  
   
 
 
 
 
Income and social contribution taxes expenses—nominal   (217,622 ) (288,495 ) (212,870 ) (285,765 )
Tax effects on:                  
  Allowance for losses on receivables from State Government   (57,714 ) (35,129 ) (57,714 ) (35,129 )
  Reversal of social contribution tax on additional monetary restatement   (415 ) (3,202 ) (415 ) (3,202 )
  Equity in subsidiaries       239   5,403  
  Contributions and grants not deductible   (1,483 ) (1,433 ) (1,483 ) (1,433 )
  Other   (6,356 ) 14,494   2,967   15,103  
   
 
 
 
 
Income and social contribution tax expenses in the statement of operations   (283,590 ) (313,765 ) (269,276 ) (305,023 )
   
 
 
 
 

17


11)—RECEIVABLES FROM THE FEDERAL GOVERNMENT—REVENUE LOSSES FROM LOW-INCOME CONSUMERS

The Federal Government, through Centrais Elétricas Brasileiras - "ELETROBRAS", since 2003, is reimbursing distributors for billing losses incurred from May 2002 resulting from the new classification criteria established for low income consumers due to the lower rate applied to them.

The amount recorded as of June 30, 2004 refers basically to billing losses in the period from May and June of 2004.

12)—DEFERRED RATE ADJUSTMENT

ANEEL, through its Resolution No.71, dated of April 7, 2004, complemented, in a provisional extension, the results of CEMIG's periodic rate review.

The periodic rate review comprises the rate adjustment for electric energy supply in a level consistent with the preservation of the economic and financial equilibrium of the concession contract, providing enough income for the operational costs recovery and the appropriate return on investments.

The average rate adjustment applied on CEMIG's tariffs on April 8, 2003 was 31.53%. However, according to the mentioned resolution, such rate adjustment should have been 37.86%. The percentage difference of 6.33% will be compensate by ANEEL through an increased amount of R$159,388, valued in April 2003, to be included in each rate adjustment that will be applied from 2004 to 2007, on a cumulative basis.

The verified difference from April 8, 2003 to April 7, 2004 was recorded by CEMIG as a regulatory asset in counterpart of 2004 Statement of Operations.

The rate adjustment applied as of April 8, 2004 includes an 2.91% additional percentage that corresponds to the first R$159,388 installment mentioned above. However, this additional percentage remains lower than CEMIG's rights. The verified difference from April 8, 2004 to June 30, 2004 has also being recorded by CEMIG as an additional regulatory asset in counterpart of 2004 Statement of Operations.

Deferred rate adjustments are monetarily restated by IGP-M Índice Geral de Preços de Mercado (General Market Price Index), added to an interest rate of 11.26% p.a., as defined by ANEEL's Resolution 71.

 
  Consolidated and Company
 
  June 30, 2004
  March 31, 2004
Deferred rate adjustment—from 04/08/2003 to 04/07/2004   272,659   267,357
Deferred rate adjustment—from 04/08/2004 to 06/30/2004   27,123  
Weighted average capital cost (defined by ANEEL—11.26% p.a.)   21,205   13,256
Monetary restatement—IGP-M   20,898   9,445
   
 
    341,885   290,058
   
 

The accounting method described above is in accordance with the item 1.1)b of the ANEEL Resolution No.267/2004 - SFF/ANEEL dated February 16, 2004. Additionally, the Company recorded the deferred taxes on the income reccorded, in the amount of R$147,865.

18


13)—INVESTMENTS

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Equity in subsidiaries                
  Infovias       234,263   236,186
  GASMIG       107,528   95,030
  Usina Térmica Ipatinga S.A.       65,638   65,430
  Sá Carvalho S.A.       100,075   97,440
  Horizontes Energia S.A.       64,543   64,504
  Cemig Capim Branco Energia S.A.       19,312   17,997
  Cemig PCH S.A.       45,537   43,092
  UTE Barreiro S.A.       6,017   5,879
  Efficientia S.A.       1,934   1,983
  Cemig Trading S.A.       10   10
  Central Hidrelétrica Pai Joaquim S.A.           11   6
  Central Termelétrica de Cogeração S.A.           1,024   6
  Companhia Transleste de Transmissão     2,765   2,563    
   
 
 
 
        648,657   630,126

In consortiums for power plant construction

 

849,945

 

824,024

 

830,636

 

806,027
Goodwill on purchase of Infovias   9,510   9,510   9,510   9,510
Other investments   10,739   13,320   6,928   6,935
   
 
 
 
    870,194   846,854   1,495,731   1,452,598
   
 
 
 

(a) The principal information related to consolidated subsidiaries is as follows:

 
  June 30, 2004
   
 
Subsidiaries

  Cemig
Interest (%)

  Capital
  Shareholders'
equity

  Net income (loss)
from 01/01/2004 to
06/30/2004

 
Infovias   99.94   331,066   218,583   (26,514 )
GASMIG   95.19   67,544   112,958   17,600  
Usina Térmica Ipatinga S.A.   100.00   64,173   65,638   1,074  
Sá Carvalho S.A.   100.00   86,833   100,075   7,693  
Horizontes Energia S.A.   100.00   64,257   64,543   630  
Cemig Capim Branco Energia S.A.   100.00   1   19,312    
Cemig PCH S.A.   100.00   1   45,537    
UTE Barreiro S.A.   100.00   1   6,017    
Efficientia S.A.   100.00   3,742   1,934   (1,135 )
Cemig Trading S.A.   100.00   10   10    
Central Hidrelétrica Pai Joaquim S.A.   48.50   1   11    
Central Termelétrica de Cogeração S.A.   48.50   1   2,105   2,099  
Companhia Transleste de Transmissão   25.00   11,061   11,061    

19


 
  March 31, 2004
   
 
Subsidiaries

  Cemig
Interest (%)

  Capital
  Shareholders'
equity

  Net income (loss)
from 01/01/2003 to
06/30/2003

 
Infovias   99.93   291,000   196,588   (2,294 )(*)
GASMIG   95.19   67,544   99,830   9,306   (*)
Usina Térmica Ipatinga S.A.   100.00   64,173   65,430   1,138  
Sá Carvalho S.A.   100.00   86,833   97,440   6,203  
Horizontes Energia S.A.   100.00   62,872   64,504    
Cemig Capim Branco Energia S.A.   100.00   1   17,997    
Cemig PCH S.A.   100.00   1   43,092    
UTE Barreiro S.A.   100.00   1   5,880    
Efficientia S.A.   100.00   10   1,983   (655 )
Cemig Trading S.A.   100.00   10   10    
Central Hidrelétrica Pai Joaquim S.A.   48.50   1   6    
Central Termelétrica de Cogeração S.A.   48.50   1   6    
Companhia Transleste de Transmissão   25.00   11,061   11,061    
(*)
The statement of operation information dated from May 31, 2003.

b) Changes in the Company's investments are as follows:

 
  March 31,
2004

  Equity
pick-up

  Capital
Increase

  Proposed
Dividends

  Other
  June 30,
2004

Infovias   236,186   (18,072 ) 15,816     333   234,263
GASMIG   95,030   12,498         107,528
Usina Térmica Ipatinga S.A.   65,430   208         65,638
Sá Carvalho S.A.   97,440   6,341     (3,706 )   100,075
Horizontes Energia S.A.   64,504   560     (521 )   64,543
Cemig Capim Branco Energia S.A.   17,997     1,315       19,312
Cemig PCH S.A.   43,092     2,445       45,537
UTE Barreiro S.A.   5,879     138       6,017
Efficientia S.A.   1,983   (638 ) 589       1,934
Cemig Trading S.A.   10           10
Central Hidrelétrica Pai Joaquim S.A.   6     5       11
Central Termelétrica de Cogeração S.A.   6   1,018         1,024
Companhia Transleste de Transmissão   2,563     202       2,765
   
 
 
 
 
 
    630,126   1,915   20,510   (4,227 ) 333   648,657
   
 
 
 
 
 

20


c) Infovias

As of June 30, 2004, CEMIG had advances for a capital increase not yet converted into equity in Infovias, in the amount of R$15,816 (R$39,736 as of March 31, 2004), recorded as Investments.

The goodwill of R$9,510 arising from the Infovias acquisition is based on Infovias' future profitability and will be amortized in future years, based on income earned by Infovias.

Infovias started operations in January 2001 and its subsidiary WAY TV Belo Horizonte S.A. in September 2002. These businesses are considered strategic for CEMIG's existing infrastructure. The telecommunications business will require additional investments to be considered complete and competitive. Periodic evaluations of Infovias and WAY TV Belo Horizonte S.A. are performed, in order to determine their ability to run their businesses on a stand-alone and profitable basis, as well as for determining the need for an eventual impairment reserve for this investment. Currently available projections do not indicate the need for such impairment reserve.

The quarterly information as of June 30, 2004 of Infovias is not yet completed. The independent auditors' review report on the Infovias quarterly information as of March 31, 2004, included emphasis paragraphs, applicable to Infovias and its subsidiary Way TV on:

The Company has signed agreements with Infovias for the lease of CEMIG's network infrastructure, intra-company data transmission services, geo-referenced information and data supply. These agreements are still subject to ANEEL's approval.

ANEEL may seek to impose a fine relating to such agreements if it concludes that they are not in compliance with ANEEL regulations. The maximum penalty is a fine, in an amount equal to 2% of the Company's gross revenues during the 12-month period immediately prior to the imposition of such fine. Management believes that it has a meritorious defense against ANEEL in relation to this matter. Additionally, ANEEL may impose restrictions on the agreements' terms and conditions.

CEMIG has issued, as of July 28, 2004, a call for bid to contract advisory services to appraisal and redefine the business strategy of Infovias and its subsidiary Way TV Belo Horizonte S.A.. This service will present a diagnosis of the actual situation and the business potential of these companies, looking for opportunities to add value to CEMIG.

21


d) GASMIG—Cooperation and Association Agreements with PETROBRAS

In May 2003, the Company, GASMIG, PETROBRAS and the State Government signed a Cooperation Agreement for the development of the natural gas market in the State of Minas Gerais.

The main aspects are related to the construction of new gas pipelines in Minas Gerais by GASPETRO, a PETROBRAS subsidiary, the extension of the gas distribution network by GASMIG and GASPETRO's interest in GASMIG's capital.

Negotiations are being conducted for the signing of the Association Agreement which includes a Guidance Plan that establishes the target market, the investments to be made by GASPETRO and GASMIG, GASPETRO's minority interest with a 40.00% stake in GASMIG's capital and an additional natural gas supply contract.

The negotiations are expected to be concluded at the end of 2004, after the legal approvals are obtained.

e) Consortiums

CEMIG and its subsidiary, Cemig Capim Branco Energia S.A. are partners with other companies in certain consortiums for electricity generation projects. The consortiums, which are not separate legal entities, were created to manage the related concession contracts. The Company and its subsidiary maintain accounting records of their share in the consortiums' fixed assets, as follows:

 
  CEMIG's
participation
in energy
generation

  Annual
average
depreciation
rate
%

  June 30,
2004

  March 31,
2004

 
Company                  
  In Operation                  
    Porto Estrela Hydroelectric Power Plant   33.33 % 2.46   38,625   38,625  
    Igarapava Hydroelectric Power Plant   14.50 % 2.58   55,554   55,554  
    Funil Hydroelectric Power Plant   49.00 % 2.59   173,930   173,534  
    Queimado Hydroelectric Power Plant   82.50 % 2.58   192,517    
   
 
 
 
 
    Accumulated depreciation           (14,351 ) (12,714 )
           
 
 
  Total in operation           446,275   254,999  
 
Under Construction

 

 

 

 

 

 

 

 

 
    Aimores Hydroelectric Power Plant   49.00 %     384,361   359,265  
    Queimado Hydroelectric Power Plant   82.50 %       191,763  
           
 
 
  Total under construction           384,361   551,028  
           
 
 
Total Company           830,636   806,027  
           
 
 
Cemig Capim Branco Energia S.A.                  
    Capim Branco Hydroelectric Power Plants I and II   21.05 %     19,309   17,997  
           
 
 
Total Consolidated           849,945   824,024  
           
 
 

Depreciation on the consortiums' property, plant and equipment is calculated on a straight-line basis, according to rates established by ANEEL.

22


14)—PROPERTY, PLANT AND EQUIPMENT

 
   
  Consolidated
  Company
 
 
  Annual
average
depreciation
rate
%

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

 
In service                      
  Generation-                      
    Hydroelectric   2.45   5,516,541   5,517,704   5,368,162   5,369,324  
    Thermoelectric   1.66   217,016   217,020   132,432   132,435  
  Transmission   3.02   1,138,731   1,123,632   1,138,731   1,123,632  
  Distribution   4.83   7,142,685   7,071,412   7,142,685   7,071,412  
  Administration   8.52   267,971   273,833   267,469   273,331  
  Telecommunications   10.75   347,934   345,530      
  Gas   5.96   76,464   80,938      
       
 
 
 
 
        14,707,342   14,630,069   14,049,479   13,970,134  
       
 
 
 
 

Accumulated depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 
  Generation       (2,341,188 ) (2,306,115 ) (2,308,834 ) (2,276,216 )
  Transmission       (513,369 ) (504,942 ) (513,369 ) (504,942 )
  Distribution       (3,045,681 ) (2,969,637 ) (3,045,681 ) (2,969,637 )
  Administration       (158,898 ) (156,155 ) (158,815 ) (156,087 )
  Telecommunications       (69,281 ) (59,743 )    
  Gas       (18,476 ) (21,456 )    
       
 
 
 
 
        (6,146,893 ) (6,018,048 ) (6,026,699 ) (5,906,882 )
       
 
 
 
 
        8,560,449   8,612,021   8,022,780   8,063,252  
       
 
 
 
 

Construction in progress-

 

 

 

 

 

 

 

 

 

 

 
  Generation       719,431   601,975   647,112   532,309  
  Transmission       113,563   119,655   111,048   119,655  
  Distribution       268,282   288,683   268,282   288,683  
  Administration       32,517   26,053   32,517   26,053  
  Telecommunications       9,421   6,808      
  Gas       24,896   19,398      
       
 
 
 
 
        1,168,110   1,062,572   1,058,959   966,700  
       
 
 
 
 
Total       9,728,559   9,674,593   9,081,739   9,029,952  
       
 
 
 
 
Special liabilities                      
  Generation       (79 ) (79 ) (79 ) (79 )
  Transmission       (1,492 ) (1,479 ) (1,492 ) (1,479 )
  Distribution       (1,764,408 ) (1,698,588 ) (1,764,408 ) (1,698,588 )
       
 
 
 
 
        (1,765,979 ) (1,700,146 ) (1,765,979 ) (1,700,146 )
       
 
 
 
 
Total net       7,962,580   7,974,447   7,315,760   7,329,806  
       
 
 
 
 

Special liabilities refer primarily to consumers' contributions to support construction necessary to meet energy supply orders. The Company's obligation to satisfy these special liabilities depends on ANEEL's disposition at the end of the distribution concessions through reduction of the residual value of property, plant and equipment to define the amount that the Federal Government will pay to the concessionaires. According to accounting practices and electric energy sector legislation in effect in Brazil, these amounts are not subject to restatement, amortization or depreciation.

Construction in Progress—Generation includes the costs incurred related to the Irape power plant in the amount of R$ 507,916 (R$405,801 as of March 31, 2004).

23


15)—SUPPLIERS

 
  Consolidated
  Company
Current

  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Electricity supply                
  Eletrobrás - Energy from Itaipu   194,673   210,902   194,673   210,902
  Furnas   44,965   45,331   44,965   45,331
  Wholesale Energy Market - MAE   144,939   142,639   144,939   142,639
  Transfer to generators   111,025   113,425   111,025   113,425
  Other   39,463   40,194   39,463   40,194
   
 
 
 
    535,065   552,491   535,065   552,491
Supplies and services   135,794   98,230   88,426   47,100
   
 
 
 
    670,859   650,721   623,491   599,591
   
 
 
 

Long-Term

 

 

 

 

 

 

 

 
Electricity supply -                
  Transfer to generators   279,818   290,890   279,818   290,890
   
 
 
 

MAE obligations in the amount of R$142,560 were not paid due to an injunction granted to CEMIG in December 2002 that changed the criteria to calculate its obligation, as mentioned in Note 8. The eventual payment of this additional obligation depends on the outcome of judicial claims filed by energy sector companies, including CEMIG.

16)—TAXES PAYABLE

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

Current                
  Income tax   86,456   90,938   83,677   85,102
  Social contribution tax   34,221   39,969   31,349   37,626
  ICMS (State VAT)   175,635   157,255   169,416   156,140
  COFINS (Tax on revenue)   61,208   53,138   59,098   51,465
  PASEP (Tax on revenue)   15,886   13,388   15,429   13,022
  INSS (Social security)   10,092   9,643   10,080   9,618
  Other   9,495   13,779   8,429   12,681
   
 
 
 
    392,993   378,110   377,478   365,654
   
 
 
 

Long Term

 

 

 

 

 

 

 

 
  Deferred obligations                
    Income tax   307,703   305,788   307,703   305,788
    Social contribution tax   110,774   110,083   110,774   110,083
    COFINS   114,891   114,308   114,891   114,308
    PASEP   21,648   21,521   21,648   21,521
   
 
 
 
    555,016   551,700   555,016   551,700
   
 
 
 

The taxes classified in long-term liabilities refer to the deferred obligations and rights on assets and liabilities arising from the General Agreement of the Electricity Sector, which are due based on the realization of these assets and liabilities.

24


17)—LOANS, FINANCING AND DEBENTURES

 
  June 30,
2004

  March 31,
2004

 
 
  Current Portion
  Long Term
   
   
 
LENDERS

   
   
 
  Principal
  Interest
  Principal
  Total
  Total
 
IN FOREIGN CURRENCY—COMPANY                      
ABN AMRO Bank—N. V.   10,358   6   10,358   20,722   29,564  
Banco BNL do Brasil S.A.   10,521   98   6,548   17,167   16,250  
Banco do Brasil S.A.—Various Bonds(1)   24,756   3,062   231,541   259,359   258,564  
Banco do Brasil S.A. I   105,210   794     106,004   103,049  
Banco do Brasil S.A. III   124,300   2,023     126,323   121,709  
Banco do Brasil S.A. V   87,421   757     88,178   85,743  
Banco Interamericano de Desenvolvimento—BID   14,035   818   12,805   27,658   25,660  
Banco Itaú—BBA I   11,353   214     11,567   10,728  
Banco Itaú—BBA II   95,280   250     95,530   89,617  
Banco Itaú—BBA III   119,888   2,249     122,137   113,273  
Banco Itaú—S.A. I   51,792   3,702   103,583   159,077   145,743  
Banco Itaú—S.A. II   51,792   331     52,123   49,199  
Bradesco—I   53,589   1,013     54,602   50,639  
Citibank N.A I   34,183   536     34,719   33,417  
Citibank N.A II   8,072   5   8,073   16,150   22,915  
ING Bank—Eurobonds   83,955   915     84,870   81,271  
KFW   2,507   8   28,785   31,300   31,076  
LLoyds Tsb Bank Plc           7,511  
Siemens LTDA. I   49,021   126     49,147   92,648  
Siemens LTDA. II   24,664   900   12,332   37,896   34,641  
União de Bancos Brasileiros S.A.—Unibanco S.A. I   64,306   1,723     66,029   61,005  
União de Bancos Brasileiros S.A.—Unibanco S.A. II   43,605   309     43,914   40,540  
União de Bancos Brasileiros S.A.—Unibanco S.A. III   37,264   247     37,511   34,860  
Other   16,955   1,170   53,674   71,799   70,314  
   
 
 
 
 
 
Total foreign currency financing   1,124,827   21,256   467,699   1,613,782   1,609,936  

IN LOCAL CURRENCY—COMPANY

 

 

 

 

 

 

 

 

 

 

 
Banco Itaú—BBA I           320,614  
Banco Itaú—BBA II     1,031   200,000   201,031    
BNDES   92,648   3,017   338,345   434,010   457,083  
Bradesco II   2,711   19     2,730    
Bradesco III   12,978   89     13,067    
Bradesco IV   123,066   923     123,989    
Bradesco V   14,335       14,335    
Debentures I     77,052   920,706   997,758   931,394  
Debentures II—Minas Gerais State Government       53,539   53,539   51,554  
ELETROBRÁS I   16,656     115,892   132,548   135,652  
ELETROBRÁS II   46,958     25,292   72,250   80,116  
ELETROBRÁS III   25,355   1,097   96,048   122,500   104,948  
Large Consumers—TELEMIG/C.V.R.D.   935   2,205   5,207   8,347   8,196  
HSBC I   19,984   12     19,996    
HSBC II   10,016       10,016    
UHESC S.A.   51,348   4,516     55,864   59,211  
União de Bancos Brasileiros S.A.—UNIBANCO   100,000   2,769     102,769   104,247  
Other   12,373   2,142   48,929   63,444   65,209  
   
 
 
 
 
 
Total local currency financing   529,363   94,872   1,803,958   2,428,193   2,318,224  
   
 
 
 
 
 
Escrow funds   (120,700 )   (42,364 ) (163,064 ) (198,268 )
   
 
 
 
 
 
TOTAL COMPANY   1,533,490   116,128   2,229,293   3,878,911   3,729,892  
   
 
 
 
 
 

CONSOLIDATED

 

 

 

 

 

 

 

 

 

 

 
MBK Furukawa Sistemas S.A./UNIBANCO   19,256   778   57,417   77,451   83,057  
Toshiba do Brasil S.A.   2,644   745   14,669   18,058   18,271  
Other   2,003     2,184   4,187   4,486  
   
 
 
 
 
 
TOTAL CONSOLIDATED   1,557,393   117,651   2,303,563   3,978,607   3,835,706  
   
 
 
 
 
 

25


        Following the same order as the preceding table, the interest rates and maturity dates of loans, financing and debentures of CEMIG and its subsidiaries are as follows:

Lenders

  Payments of
Principal

  Annual Interest rates(%)
  Currency
IN FOREIGN CURRENCY—COMPANY            
ABN AMRO Bank—N. V.   2003/2005   Libor + 4.25   US$
Banco BNL do Brasil S.A.   2004/2005   Libor + 0.50   US$
Banco do Brasil S.A.—Various bonds(1)   1997/2024   2.00 to 8.0   US$
Banco do Brasil S.A. I   2004   1.40   JPY
Banco do Brasil S.A. III   2004   10.38   US$
Banco do Brasil S.A. V   2005   1.30   JPY
Banco Interamericano de Desenvolvimento—BID   1984/2006   7.67   US$+ Unit of account
Banco Itaú—BBA I   2004   3.70   US$
Banco Itaú—BBA II   2005   3.30 to 4.10   US$
Banco Itaú—BBA III   2004   3.69   US$
Banco Itaú—S.A. I   2004/2007   Libor + 3.25   US$
Banco Itaú—S.A. II   2002/2004   Libor + 2.45   US$
Bradesco I   2004   3.70   US$
Citibank N.A I   2004   10.00   US$
Citibank N.A II   2003/2005   Libor + 4.25   US$
ING Bank—Eurobonds   2004   9.13   US$
KFW   2001/2016   4.50   EURO
LLoyds Tsb Bank Plc   2002/2004   Libor + 6.00   US$
Siemens LTDA. I   2003/2004   Libor + 4.25   US$
Siemens LTDA. II   2003/2005   9.97   US$
União de Bancos Brasileiros S.A.—Unibanco S.A. I   2004   5.24   US$
União de Bancos Brasileiros S.A.—Unibanco S.A. II   2004   2.30   US$
União de Bancos Brasileiros S.A.—Unibanco S.A. III   2004   2.30   US$
Other   1997/2007   Various   Various

IN LOCAL CURRENCY—COMPANY

 

 

 

 

 

 
Banco Itaú—BBA I   2004   CDI + 3.90   R$
Banco Itaú—BBA II   2008   IGP-M + 10.50   R$
BNDES   2003/2008   SELIC + 1.00   R$
Bradesco II   2005   107.50 of CDI   R$
Bradesco III   2005   107.50 of CDI   R$
Bradesco IV   2005   107.50 of CDI   R$
Bradesco V   2005   107.50 of CDI   R$
Debentures I   2005/2006   IGP-M + 12.70   R$
Debentures II—Minas Gerais State Government   2027   IGP-M   R$
ELETROBRÁS I   2013   FINEL + 6.50   R$
ELETROBRÁS II   2005   IGP-M + 10.00   R$
ELETROBRÁS III   2023   UFIR. RGR + 5.00 a 8.00   R$
Large Consumers—TELEMIG/C.V.R.D.   1982/2011   Various   R$
HSBC II   2005   104.00 of CDI   R$
HSBC I   2005   104.00 of CDI   R$
UHESC S.A.   2005   IGP-M + 14.66   R$
União de Bancos Brasileiros S.A.—UNIBANCO   2004   CDI + 1.50   R$
Other   1994/2007   Various   R$

CONSOLIDATED

 

 

 

 

 

 
MBK Furukawa Sistemas S.A./UNIBANCO   2002/2008   Libor + 5.45   US$
Toshiba do Brasil S.A.   2002/2009   Libor + 6.00   US$
Other   2002/2009   Various   R$
(1)
The interest rates applicable to the Company's outstanding loans and financing vary:


—from 4 to 8% per annum;


—semiannual LIBOR plus a spread of 0.81 to 0.88% per annum.

26


The composition of debt by currency and indexes is as follows:

 
  Consolidated
  Company
 
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

 
Currency—                  
  U.S. dollar   1,416,680   1,429,123   1,321,171   1,327,795  
  Yen   194,182   188,792   194,182   188,792  
  Euro   68,085   65,209   68,085   65,209  
  Unit of account (basket of currencies)   27,658   25,604   27,658   25,604  
  Other   2,686   2,536   2,686   2,536  
   
 
 
 
 
    1,709,291   1,711,264   1,613,782   1,609,936  

Indexes—

 

 

 

 

 

 

 

 

 
  IGP-M (General Price Index)   1,389,683   1,133,236   1,389,683   1,133,236  
  SELIC (Brazilian benchmark interest rate)   434,010   457,083   434,010   457,083  
  CDI (Interbank deposit rate)   286,901   424,861   286,901   424,861  
  FINEL (Eletrobrás Internal Index)   132,548   135,653   132,548   135,653  
  UFIR (Tax Reference Unit)   122,501   104,948   122,501   104,948  
  Other   66,737   66,929   62,550   62,443  
   
 
 
 
 
    2,432,380   2,322,710   2,428,193   2,318,224  

Escrow accounts

 

 

 

 

 

 

 

 

 
  Income based on CDI   (118,007 ) (155,493 ) (118,007 ) (155,493 )
  Income based on U.S. dollar variation   (45,057 ) (42,775 ) (45,057 ) (42,775 )
   
 
 
 
 
    (163,064 ) (198,268 ) (163,064 ) (198,268 )
   
 
 
 
 
    3,978,607   3,835,706   3,878,911   3,729,892  
   
 
 
 
 

Annual maturities of long-term debt are as follows:

 
  Consolidated
  Company
 
  June 30,
2004

  March 31,
2004

  June 30,
2004

  March 31,
2004

2005   654,054   817,838   630,915   794,516
2006   751,974   733,412   729,163   711,013
2007   268,645   259,181   245,834   237,578
2008   287,962   93,802   284,290   81,164
2009   43,882   41,254   42,045   39,417
2010   39,643   37,447   39,643   37,447
2011 and thereafter   257,403   244,473   257,403   244,474
   
 
 
 
    2,303,563   2,227,407   2,229,293   2,145,609
   
 
 
 

27


Changes in the main currencies and indices used to restate the loans, financing and debentures are as follows:

Currency

  Variation from
April 1
to June 30, 2004
%

  Variation from
January 1
to June 30, 2004
%

  Indexes
  Variation from
April 1
to June 30, 2004
%

  Variation from
January 1
to June 30, 2004
%

U.S. dollar   6.84   7.56   CDI   4.20   7.55
Yen   2.51   5.85   IGP-M   3.95   6.78
Euro   5.93   3.96   SELIC   3.68   7.60
Unit of account (Basket of currencies)   (0.62 ) (0.98 ) FINEL   0.78   1.33

28


Covenants—Restrictive clauses

Infovias' financing contract with MBK Furukawa Sistemas S.A. / Unibanco, in the amount of R$77,451 as of June 30, 2004, of which R$57,417 is classified under long-term liabilities, contains certain covenants which Infovias has not complied with, and therefore might cause the immediate maturity of the amount owed. Infovias has obtained a waiver from the creditors that are parties to this contract, up to December 31, 2004. The waiver affirms that such creditors will not exercise their rights to demand accelerated or immediate payment of the total amount due. This financing is classified in current and long-term liabilities according to the original terms of the respective contract, in light of the waiver obtained. CEMIG guarantees this contract and any payments made by CEMIG will be converted into preferred shares of Infovias.

18)—RESERVE FOR CONTINGENCIES

CEMIG and its subsidiaries are parties to certain legal proceedings in Brazil arising from the normal course of business and relating to tax, labor, civil and other issues.

The Company's management believes that any loss in excess of the amounts provided for, in respect of such contingencies, will not have a material adverse effect on the Company's results of operations or financial position.

For those cases for which a unfavorable outcome has been deemed probable, the Company has recognized reserves for potential losses, as follows:

 
  Consolidated and Company
 
  June 30,
2004

  March 31,
2004

Civil lawsuits—Consumers   127,957   126,926
Labor claims   96,263   91,588
Social contribution tax   62,113   54,537
Civil lawsuits—Others   33,367   45,639
Taxes payable   37,789   34,790
Finsocial (tax on revenue)   20,260   20,147
ANEEL regulatory proceedings   15,128   15,281
Other   22,554   9,060
   
 
    415,431   397,968
   
 

Certain details relating to such reserves are as follows:

(a) Civil lawsuits—Consumers

(b) Labor claims

29


(c) Social contribution tax

(d) Taxes payable—Suspended liability

(e) Finsocial

(f) ANEEL administrative proceedings

(g) Other

30


(h) Legal proceedings in which a favorable outcome is probable

31


32


In addition to the matters described above, CEMIG and its subsidiaries are involved as a plaintiff or defendant in a variety of smaller routine litigation arising from the normal course of business. Management believes that it has an adequate defense against such litigation and that any losses therefrom would not have a material adverse effect on the consolidated financial position and results of operations of the Company.

19)—EMPLOYEE POST-RETIREMENT BENEFITS

The Company has been the sponsor of Fundação Forluminas de Seguridade Social—FORLUZ, a non-profit entity with the purpose of providing its associates, participants and their dependants with additional income to supplement the government pension, in accordance with the pension plan to which they are linked.

FORLUZ offers its associates the following supplementary pension plans:

Mixed Benefit Plan—A defined contribution plan for normal retirement and a defined benefit plan for coverage of active participant's disability and death. The Company's contribution is equivalent to the associate's monthly basic contributions and is the only plan available for new participants.

A portion of 30% of the Company's contributions is related to the defined benefit part, covering active participant's disability and death and used to amortize the obligations defined through the actuary's report. The remainder 70% of the Company's contributions are related to the defined contribution part of the plan and is recorded in income as personnel expenses, on the cash basis.

Therefore, the employee post retirement liabilities related to the part of the mixed plan characterized as a defined contribution plan and the respective assets, in the same amount, were not included in the actuary's report and are not presented in this Note.

Settled Benefit Plan ("Plan A")—Includes all retired participants who opted for this plan and the balances, as of the option date, of active participants who opted for migrating from the Defined Benefit Plan to the above-mentioned Mixed Benefit Plan.

Defined Benefit Plan—Benefit plan adopted by FORLUZ until 1998, in which the Federal Government Social Security benefit is supplemented based on the actual average salary of the employee's final years of service to the Company. As of June 30, 2004, 28 active participants and 264 retirees/beneficiaries are enrolled in this plan.

In addition to the pension plans provided by FORLUZ, the Company also pays part of the life insurance premiums for its retirees and of the health care plan for employees, retirees and their dependants. These plans are also managed by FORLUZ.

Amortization of deficit in actuarial reserves

Part of the post-retirement benefit liabilities, in the amount of R$1,552,513, as of June 30, 2004 (R$1,542,854 as of March 31, 2004), was recognized as obligations payable by the Company. These obligations are being amortized through monthly installments, through June 2024, calculated under the fixed-installment system ("Price Table"). Part of these amounts is restated annually according to the

33


salary adjustment index for the Company's employees (not including productivity) included in the defined benefit plan, and part is adjusted according to the IPCA—IPEAD, plus 6% per year.

In case FORLUZ reports a surplus for three consecutive years, such surplus may be used to reduce CEMIG's obligations mentioned in the previous paragraph, as contractually agreed. Therefore, the liabilities and the expenses recognized by CEMIG in connection with the retirement supplementation plan, health care plan and life insurance are adjusted according to the CVM Deliberation No 371 and independent actuary's report.

Changes in net obligations are as follows:

 
  Pension plan and
retirement
supplementation

  Health care
  Life insurance
 
Net liabilities as of March 31, 2004   1,152,629   216,070   286,882  
Expense charged to statement of operations   8,299   8,957   8,968  
Contributions paid   (47,731 ) (5,006 ) (1,688 )
   
 
 
 
Net liabilities as of June 30, 2004   1,113,197   220,021   294,162  

Current

 

192,830

 


 


 
Long-term   920,367   220,021   294,162  
   
 
 
 

20)—SHAREHOLDERS` EQUITY

The change in shareholders' equity is as follows:

Balance as of March 31, 2004   6,854,992  
Net income for the quarter ended June 30, 2004   260,390  
Interest on Capital   (200,000 )
   
 
Balance as of June 30, 2004   6,915,382  
   
 

On May 31, 2005, the Board of Directors approved the payment of interest on capital in lieu of dividends for the 2004 year in the gross amount of R$200,000. The form and date of payment will be decided by the Board of Directors at an opportune date.

In September 1999, the State of Minas Gerais filed a lawsuit seeking to nullify the shareholders' agreement signed in 1997 with Southern Electric Brasil Participações Ltda.. On August 7, 2001, the Minas Gerais State Court of Appeals declared the shareholders' agreement null and void. Southern Electric Brasil Participações Ltda. appealed the decision which was rejected by the Minas Gerais State Court of Appeals on October 2001. A final decision confirming the Minas Gerais State Court of Appeals was ruled on in December 2003. The decision of the Superior Tribunal de Justiça is subject to a request for amendment and therefore the effectiveness of the shareholders' agreement and control of CEMIG remain subject to further judicial challenge.

34


21)    ELECTRICITY GROSS SALES 

The composition of electricity sales is as follows:

 
  Consolidated
   
   
 
  (Not reviewed by independent auditors)
   
   
 
  No. of consumers
  MWh
  R$
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Residential   4,781,874   4,663,858   3,288,542   3,315,583   1,322,038   1,101,002
Industrial   68,098   68,477   11,346,033   10,713,332   1,693,142   1,289,312
Commercial, services and other   526,293   518,266   1,769,384   1,722,015   608,647   485,208
Rural   377,958   351,753   757,218   758,441   167,393   138,353
Public authorities   45,414   44,233   256,401   249,323   84,003   65,722
Public lighting   2,139   2,153   502,994   497,480   104,880   83,138
Public services   7,170   6,897   472,519   480,218   93,970   77,911
   
 
 
 
 
 
Sub-Total   5,808,946   5,655,637   18,393,091   17,736,392   4,074,073   3,240,646
Own consumption   1,310   1,337   27,045   27,443    
Unbilled, net             29,601   73,041
   
 
 
 
 
 
    5,810,256   5,656,974   18,420,136   17,763,835   4,103,674   3,313,687
Supply to other concessionaires   4   4   249,527   103,411   11,680   8,429
MAE transactions           7,813   21,318
   
 
 
 
 
 
Total   5,810,260   5,656,978   18,669,663   17,867,246   4,123,167   3,343,434
   
 
 
 
 
 
 
  Company
   
   
 
  (Not reviewed by independent auditors)
   
   
 
  No. of consumers
  MWh
  R$
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Residential   4,781,874   4,663,858   3,288,542   3,315,583   1,322,038   1,101,002
Industrial   68,090   68,471   10,851,049   10,351,732   1,654,723   1,260,651
Commercial, services and other   526,293   518,266   1,769,384   1,722,015   608,647   485,208
Rural   377,958   351,753   757,218   758,441   167,393   138,353
Public authorities   45,414   44,233   256,401   249,323   84,003   65,722
Public lighting   2,139   2,153   502,994   497,480   104,880   83,138
Public services   7,170   6,897   472,519   480,218   93,970   77,911
   
 
 
 
 
 
Sub-Total   5,808,938   5,655,631   17,898,107   17,374,792   4,035,654   3,211,985
Own consumption   1,310   1,337   27,045   27,443    
Unbilled, net           29,601   73,041
   
 
 
 
 
 
    5,810,248   5,656,968   17,925,152   17,402,235   4,065,255   3,285,026
Supply to other concessionaires   4   4   249,527   103,411   11,680   8,429
MAE transactions           7,806   21,318
   
 
 
 
 
 
Total   5,810,252   5,656,972   18,174,679   17,505,646   4,084,741   3,314,773
   
 
 
 
 
 

Through the ANEEL Resolution 83, dated of April 7, 2004, ANEEL published the new energy rates to be charged to CEMIG's consumers, corresponding to an average rate increase of 19.13% to be applied on the energy sales after April 8, 2004. These rates were applied to the energy sales from April 8, 2004 to May 24, 2004.

35


On May 24, 2004, ANEEL reissued Resolution 83, changing the rates. The Company considers that the new rates informed by ANEEL, representing an average rate increase of 14%, are insufficient to ensure the economic and financial equilibrium of the concession, as contractually agreed. CEMIG has filed a regulatory procedure against ANEEL in order to maintain the average readjustment originally issued through Resolution 83, for the energy sales from April 2004 to April 2005.

Despite the regulatory procedure mentioned above, CEMIG has been applying the rates included in the reissued Resolution 83 of May 24, 2004 on the energy sales from May 25, 2004.

22)  OTHER OPERATING REVENUES

 
  Consolidated
  Company
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Gas sales   218,170   114,799    
Use of basic transmission network   124,187   122,940   124,187   122,940
Telecom and cable TV services   28,468   16,341    
Rent and leasing   11,438   9,669   11,438   9,669
Electricity energy services rendered   8,259   8,802   8,155   8,749
Fuel consumption quota   5,856   4,358   5,856   4,358
Regulated service   4,040   3,561   4,040   3,561
Other   523   982   526   982
   
 
 
 
    400,941   281,452   154,202   150,259
   
 
 
 

23)  DEDUCTIONS FROM OPERATING REVENUES

 
  Consolidated
  Company
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

ICMS (State VAT)   861,396   704,129   820,032   680,184
COFINS (Tax on revenue)   256,600   107,404   245,680   103,204
Emergency capacity charge   140,541   139,228   138,090   137,431
Global reserve for reversion quota—RGR   96,706   71,352   96,253   70,894
PASEP (Tax on revenue)   60,403   58,512   57,735   56,393
Emergency electric energy acquisition charge   11,280     11,051  
Other   1,292   746   240   139
   
 
 
 
    1,428,218   1,081,371   1,369,081   1,048,245
   
 
 
 

CEMIG pays the State VAT on the special rate adjustment based on the amounts in power bills.

The Emergency Electric Energy Acquisition Charge refers to costs incurred by Comercializadora Brasileira de Energia Emergencial—CBEE (Brazilian Emergency Energy Trader) in the acquisition of electric energy in January 2004 due to the low level of reservoirs in that time. Those costs were allocated among electric energy final consumers in proportion to their verified individual consumption.

36


24)—ELECTRICITY PURCHASED FOR RESALE

 
  Consolidated
  Company
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Itaipu Binacional   602,771   558,225   602,771   558,225
Initial contracts   46,467   69,325   46,467   69,325
Energy traded on spot market—MAE   55,941   39,428   55,936   39,428
Other   3,897   13,360   3,838   13,360
   
 
 
 
    709,076   680,338   709,012   680,338
   
 
 
 

25)—OPERATING PROVISIONS

 
  Consolidated
  Company
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Civil customers   30,882   9,272   30,882   9,272
Civil lawsuits   5,920   4,132   5,920   4,132
Allowance for doubtful accounts   21,999   31,160   21,444   29,702
ANEEL administrative proceedings   15,128     15,128  
Special rate adjustment   4,468   20,965   4,468   20,965
Labor claims   5,972   12,066   5,972   12,066
Retirement premium   (1,047 ) 2,410   (1,047 ) 2,410
ICMS (State VAT)—Electricity Rationing Plan   7,896     7,896  
Other   9,960   208   9,960   208
   
 
 
 
    101,178   80,213   100,623   78,755
   
 
 
 

26)—OTHER EXPENSES

 
  Consolidated
  Company
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

Rentals and leasing   14,727   8,517   9,763   7,929
Own consumption—Electric energy   8,781   6,043   8,781   5,215
Energy efficiency expenses   9,669   6,472   9,451   6,310
ANEEL inspection fee   8,746   6,736   8,626   6,656
Grants and donations   6,240   5,712   6,233   5,712
Other taxes (real estate, vehicle, etc)   3,540   8,202   3,008   6,669
Concessions   4,094   3,970   3,970   3,605
Advertising   9,457   3,600   9,231   3,371
Electricity generation fuel   5,856   4,286   5,856   4,286
Insurance   2,905   2,825   2,794   1,390
MAE contribution   1,297   1,730   1,297   1,730
Expenses recovery and other, net   2,732   14,856   (2,247 ) 13,258
   
 
 
 
    78,044   72,949   66,763   66,131
   
 
 
 

The fuel costs incurred for the purpose of electricity generation are reimbursed by ELETROBRAS, recorded as other operating revenues.

37


27)—FINANCIAL INCOME (EXPENSE)

 
  Consolidated
  Company
 
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

 
Financial income:                  
  Investment income earned   52,557   32,700   46,448   24,702  
  Interest on past-due electricity bills   28,471   25,715   28,471   25,715  
  Interest and monetary restatement on receivable from State Government   297,532   185,331   297,532   185,331  
  Allowance for losses related to monetary restatement on receivable from State Government   (169,747 ) (103,320 ) (169,747 ) (103,320 )
  Monetary restatement of CVA   64,563   52,122   64,563   52,122  
  Monetary restatement on special rate adjustment   142,841   171,153   142,841   171,153  
  Monetary restatement on deferred rate adjustment   42,103     42,103    
  Foreign exchange gains   24   355,845     337,317  
  Taxes on financial income (PASEP and COFINS)   (35,124 ) (38,682 ) (34,953 ) (38,506 )
  Gains on financial instruments   1,312     1,312    
  Other   13,918   3,415   12,943   7,927  
   
 
 
 
 
    438,450   684,279   431,513   662,441  
   
 
 
 
 
Financial expense:                  
  Interest on loans and financing   (180,272 ) (150,463 ) (175,719 ) (144,712 )
  Monetary restatement on special rate adjustment   (23,503 ) (25,819 ) (23,503 ) (25,819 )
  Monetary restatement of CVA   (13,492 ) (11,078 ) (13,492 ) (11,078 )
  Foreign exchange losses   (123,246 ) (14,654 ) (116,411 ) (14,654 )
  Monetary restatement on loans and financing   (51,200 ) (32,110 ) (51,200 ) (32,110 )
  Financial transaction tax ("CPMF")   (21,471 ) (16,044 ) (20,466 ) (15,037 )
  Reversal of valuation provision of marketable securities     45,543     45,543  
  Losses on financial instruments   (3,744 ) (17,747 ) (3,744 ) (17,747 )
  Other   (19,095 ) (30,792 ) (16,416 ) (29,202 )
   
 
 
 
 
    (436,023 ) (253,164 ) (420,951 ) (244,816 )
   
 
 
 
 
  Interest on capital   (200,000 )   (200,000 )  
   
 
 
 
 
    (197,573 ) 431,115   (189,438 ) 417,625  
   
 
 
 
 

Financial charges and monetary/exchange variations on funds borrowed to finance construction in progress in the first semester of 2004, in the amounts of R$19,168 and R$15,445, respectively, were transferred to property, plant and equipment and investments (R$38,031 of financial charges and R$28,502 of monetary/exchange variations in the first semester of 2003).

28)—VOLUNTARY TERMINATION PROGRAM

The Company's Voluntary Termination Program, available from December 1 to 23, 2003, was joined by 842 employees.

The financial incentive to join the program was a lump sum payment from 0 to 17 times the employees' monthly salaries, according to specific established criteria, mainly the contribution time for the Brazilian federal social security program. According to the defined criteria, the highest incentive, equal to 17 monthly salaries, was granted to male and female employees who contributed to the Brazilian federal social security program during 30 and 25 years, respectively, gradually decreasing for employees whose contribution time is higher or lower. Additionally, CEMIG guarantees a full 6-month payment of the employee life insurance and health plan costs, starting on the termination date.

The Company's Voluntary termination program was reopened from May 24, 2004 to May 25, 2004 and was joined by additional 259 employees.

The program costs, for the period from December 1 to 23, 2003, in the estimated amount of R$77,625, were recorded in 2003 Statement of Operations and the reopening costs, in the amount of R$23,808, were recorded in 2004 Statement of Operations as Personnel expenses.

The employees' terminations have started on January 15, 2004 and will be concluded by January 4, 2005.

38


29)—PRINCIPAL RELATED-PARTY TRANSACTIONS

The main consolidated balances and transactions with related parties are as follows:

 
  June 30, 2004
  March 31, 2004
 
  State
Government

  FORLUZ
  State
Government

  FORLUZ
ASSETS                
Current assets                
  Accounts receivable   20,823     20,421  
  Recoverable taxes                
    ICMS (State VAT)   26,765     27,500  
  Other                
    Advances for welfare benefits         856
Noncurrent assets                
  Receivable from Minas Gerais State Government   1,018,848     946,177  
  Recoverable taxes                
    ICMS (State VAT)   106,654     106,434  
    ICMS (State VAT)—Under discussion with State Government   20,088     20,088  
  Accounts receivable from related parties   61,550     61,550  

LIABILITIES

 

 

 

 

 

 

 

 
Current liabilities                
  Taxes payable—                
    ICMS (State VAT)   175,635     157,255  
  Dividends and interest on capital   115,978       71,414  
  Employee post-retirement benefits     192,830     188,558
  Other                
  Transfer of contributions     9,396     9,044
Long-term liabilities                
  Debentures   53,539     51,554  
  Reserve for Contingencies—ICMS (State VAT)—Electricity Rationing Plan   7,896      
  Employee post-retirement benefits     1,434,550     1,467,023
 
  June 30, 2004
  June 30, 2003
 
 
  State
Government

  FORLUZ
  State
Government

  FORLUZ
 
STATEMENT OF OPERATIONS                  
Electricity sales to final consumers   18,389     15,231    
Deductions from operating revenues—ICMS (State VAT)   (861,396 )   (704,129 )  
Operating provisions—ICMS (State VAT)—Electricity Rationing Plan   (7,896 )      
Employee post-retirement benefits     (53,454 )   (23,753 )
Personnel expenses—Contributions for pension plan—Defined Benefit Plan     (21,973 )   (16,606 )
Financial income—                  
  Interest and monetary restatement on receivable from Minas Gerais State Government   297,532     185,331    
  Allowance for losses on accounts receivable from Minas Gerais State Government   (169,747 )   (103,320 )  
Financial expenses—                  
  Monetary restatement on debentures   (3,272 )   (1,503 )  
Nonoperating expenses—                  
  FORLUZ—Management expenses     (3,539 )   (3,123 )

See more information in Notes 4, 6, 9, 16, 17, 18, 19, 23, 25 and 27.

39


30)—FINANCIAL INSTRUMENTS

The financial instruments used by CEMIG, recorded in its financial statements, are: Cash and cash equivalents, Accounts receivable, Receivable from Minas Gerais State Government, loans, financing and debentures. The gains and losses from these transactions are fully recorded on the accrual basis.

These instruments are managed through monitoring policies and operational strategies focused on liquidity, profitability and safety. The Company operates with banks which meet financial strength and trustworthiness guidelines, according to pre-defined management criteria. The Company's control policy includes continually comparing contracted rates with market rates.

The Company has derivative financial instruments in order to protect its operations from exchange rate risk. The derivative financial instruments are not used for speculative purposes. CEMIG's subsidiaries have no derivative financial instruments.

As of June 30, 2004, the Company has derivative financial instruments ("swaps") with financial institutions, in connection with potential exchange losses resulting from the devaluation of the Brazilian real compared to the U.S. dollar in the amount of US$276,813 thousand and the Japanese yen in the amount of ¥6,738,634 thousand, respectively.

The principal amounts of these derivative financial instruments are not recorded in the balance sheet, since these operations do not demand full cash settlement, but only for gains or losses earned or incurred. The net realized and unrealized losses from these operations from January to June 2004, in the amounts of R$2,432, were recorded in financial expenses (R$17,747 from January to June 2003).

Unrealized gains (losses) from derivative financial instruments are recorded on the accrual basis, which may result in significant differences when compared to the estimated market value of such instruments. The market value represents the present value of future gains and losses on these operations based on market expectations at the time that market value is estimated.

The net gain (losses) from option operations are recorded in the their maturity dates.

The table below summarizes the Company's derivative financial instruments, the unrealized gains (losses) recorded and the respective estimated market value of these instruments as of June 30, 2004:

 
   
   
   
  As of June 30, 2004
 
   
   
   
  Unrealized gain (loss)
CEMIG's
Rights

  CEMIG's
Obligations

  Maturity
  Principal
amount
(thousands)

  Book
Value

  Market
Value

¥ (Japanese Yen)
Plus exchange coupon
(1.30% to 1.40% per annum)
  R$
Linked to CDI (Interbank deposit
rate) (106.90% to 107.90%)
  From
12/2004
to 04/2005
 

¥6,738,634
 

(1,911


)


(4,471)
           
 
 
            ¥6,738,634   (1,911 ) (4,471)

US$
Plus exchange coupon
(2.30% to 5.24% per annum)

 

R$
Linked to CDI (78.00% to
109.00%)

 

From
09/2004
to 06/2005

 



US$98,254

 



4,672

 



1,690


US$

 

R$
Linked to CDI (95%)

 


12/2004

 


US$40,000

 


1,324

 


1,324



US$(Option operations)

 

R$
Fixed interest rate
(11.26% to 14.45 per annum)

 

From
06/2004
to 12/2004

 



US$138,559

 




 



7,853
           
 
 
            US$276,813   5,996   10,867
               
 
                4,085   6,396
               
 

31)—CORPORATE REORGANIZATION

Under CEMIG's distribution concession agreements, signed in 1997, CEMIG should restructure its operations through the unbundling of its generation, transmission and distribution operations into separate subsidiaries, each wholly owned by CEMIG. According to the concession agreements, CEMIG was to have completed the reorganization process by December 31, 2000, later postponed to September 21, 2002.

On November 11, 2002, ANEEL fined the Company in the amount of R$6,046, because it had not concluded the unbundling. A provision for such fine has been fully recorded. However, the Company

40



believes it has a meritorious defense against any other possible penalties that may be imposed regarding this matter.

As based on the Company's Board of Directors' recommendation, at the meeting on December 18, 2003, CEMIG is developing studies to implement the unbundling of its operations in order to meet the requirements of Provisional Measure 144 of December 11, 2003, converted to Law 10,848 of March 15, 2004, which regulates the Brazilian electric energy model restructuring. As approved in that Law, the Brazilian electric energy companies will have 18 months to conclude their unbundling.

32)—SUBSEQUENT EVENTS

CVM (Brazilian Securities Commission) filed, as of July 19, 2004, the CEMIG's Securities Distribution Program, in a maximum amount of R$1,500,000 and the record, as part of this program, of the CEMIG's third non-convertible debentures issuance, without guarantee nor preference, in the amount of R$400,000, with maturity date 120 months from the respective issuance date.

The mentioned debentures will bear interest at 10.50% per year and will be monetarily restated based on the IGP-M, as defined in the bookbuilding process held at June 23, 2004. The interests will be paid annually and the principal will be paid in the end of 120 months. The debentures subscription is expected to happen at August 2, 2004. The debentures that are not subscribed or paid-in will be cancelled.

The Program and the mentioned issuance had corporate approvals and were authorized by ANEEL.

41



33)    STATEMENTS OF CASH FLOWS

The individual (Company) and consolidated statements of cash flows for the six-month periods ended June 30, 2004 and June 30, 2003 are presented for additional analysis and are not required as part of the basic interim financial statements.

 
  Consolidated
  Company
 
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

 
CASH FLOWS FROM OPERATIONS:                  
Net income for the period   556,813   535,463   556,813   535,463  
Items not affecting cash—                  
  Depreciation and amortization   289,717   280,999   266,236   262,256  
  Disposals of property, plant and equipment, net   12,343   21,385   12,343   21,385  
  Equity in subsidiaries       (4,931 ) (15,892 )
  Income on energy transactions at MAE     (21,318 )   (21,318 )
  Long-term interest and monetary variations, net   (383,649 ) (554,442 ) (390,972 ) (531,727 )
  Deferred income and social contribution taxes   38,178   87,348   38,105   86,982  
  Deferred rate adjustment   (299,782 )   (299,782 )  
  Operating Allowances   121,000   48,951   120,445   47,493  
  Employee post-retirement benefits   53,454   23,753   53,454   23,753  
Provision for losses on receivable from Minas Gerais State Government   169,747   103,320   169,747   103,320  
  Other   (97 ) (733 ) 163    
   
 
 
 
 
    557,724   524,726   521,621   511,715  
   
 
 
 
 
(Increase) Decrease in assets—                  
  Accounts receivable   (227,867 ) (194,886 ) (200,940 ) (214,005 )
  Consumers—Special rate adjustment and Parcel "A"   145,842   124,941   145,845   124,941  
  Recoverable taxes   (14,552 ) (62,888 ) (9,870 ) (60,724 )
  Other current assets   (10,762 ) 52,518   (11,882 ) 53,270  
  Prepaid expenses—CVA   (37,816 ) 19,534   (37,816 ) 19,534  
  Receivables from Federal Government—revenue losses from low-income consumers   35,449   (44,283 ) 35,449   (44,283 )
  Other noncurrent assets   28,851   9,033   28,866   7,288  
   
 
 
 
 
    (80,855 ) (96,031 ) (50,348 ) (113,979 )
   
 
 
 
 
Increase (Decrease) in liabilities—                  
  Suppliers   (8,340 ) (90,800 ) (32,544 ) (78,886 )
  Taxes payable   168,275   288,530   164,278   281,874  
  Payroll and related charges   (24,555 ) 9,832   (25,059 ) 9,994  
  Regulatory charges   (24,319 ) 44,667   (24,337 ) 44,422  
  Loans, financing and debentures   105,495   (97,524 ) 105,714   (98,251 )
  Employee post-retirement benefits   (107,327 ) (83,834 ) (107,327 ) (83,834 )
  Other   31,980   56,987   30,856   79,227  
   
 
 
 
 
    141,209   127,858   111,581   154,546  

CASH PROVIDED BY OPERATING ACTIVITIES

 

618,078

 

556,553

 

582,854

 

552,282

 
   
 
 
 
 
 
  Consolidated
  Company
 
 
  June 30,
2004

  June 30,
2003

  June 30,
2004

  June 30,
2003

 
CASH FLOWS FROM FINANCING ACTIVITY:                  
Proceeds from financing   483,815   407,358   483,815   407,358  
Payments of loans, financing and debentures   (585,624 ) (335,732 ) (574,592 ) (321,469 )
Dividends received from subsidiaries       18,326    
Dividends and interest on capital   (8,605 ) 128   (8,605 ) (25 )
   
 
 
 
 
    (110,414 ) 71,754   (81,056 ) 85,864  
   
 
 
 
 
TOTAL CASH PROVIDED   507,664   628,307   501,798   638,146  
   
 
 
 
 
CASH USED IN INVESTING ACTIVITIES:                  
Acquisition of new investments   (74,755 ) (128,018 ) (100,866 ) (179,838 )
Additions to property, plant and equipment   (360,526 ) (381,794 ) (338,152 ) (344,978 )
Special liabilities—consumer contributions   84,152   33,176   84,152   33,176  
Deferred   (141 ) (285 )      
   
 
 
 
 
    (351,270 ) (476,921 ) (354,866 ) (491,640 )
   
 
 
 
 
CHANGES IN CASH AND CASH EQUIVALENTS:   156,394   151,386   146,932   146,506  
   
 
 
 
 
CHANGES IN CASH AND CASH EQUIVALENTS:                  
At beginning of the period   440,481   122,975   366,390   50,303  
At end of year the period   596,875   274,361   513,322   196,809  
   
 
 
 
 
    156,394   151,386   146,932   146,506  
   
 
 
 
 

42


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

COMPANHIA ENERGÉTICA DE MINAS GERAIS—CEMIG

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF CONSOLIDATED OPERATIONS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2004 COMPARED TO THE SIX-MONTH PERIOD ENDED
JUNE 30, 2003

(Amounts expressed in thousands of Brazilian reais, unless otherwise indicated)

Net Income

The Company and its subsidiaries ("CEMIG") had a net income of R$556,813 in the six-month period ended June 30, 2004 compared to a net income of R$535,463 in the six-month period ended June 30, 2003.

Operating Revenues

Electricity gross sales were R$4,123,167 in the six-month period ended June 30, 2004 compared to R$3,343,434 in the six-month period ended June 30, 2003, representing an increase of 23.32%. This result was primarily due to:

Considering the sales to the most representative consumers' classes, industrial and commercial have increased 5.91% and 2.75% respectively. In counterpart, sales to the residential market have decreased 0.82%.

Rate adjustment

ANEEL, through its Resolution 83, dated of April 7, 2004, issued the new electric energy rates to be charged to CEMIG's consumers, representing a 19.13% rate adjustment starting from April 8, 2004.

On May 24, 2004, ANEEL republished such resolution, reducing the rate adjustment to approximately 14.00%.

CEMIG billed its consumers considering the 19,13% rate adjustment from April 8, 2004 to May 24, 2004. After May 25, 2004, CEMIG has been billing its consumers considering the 14.00% rate adjustment.

CEMIG has filed a regulatory procedure against ANEEL in order to maintain the average readjustment originally issued by Resolution 83. Until the conclusion of the regulatory procedure, CEMIG has been applying in its rates, since May 25, 2004, the Resolution 83 reissued values at May 24, 2004.

Deferred rate adjustment

Due to the difference between the 31.53% rate adjustment which CEMIG effectively applied as of April 8, 2003, and the 37.86% rate adjustment it was entitled to apply, a regulatory asset was recorded in counterpart to the operating revenues, in the amount of R$299,782. The amounts recorded as revenue will be collected through an additional percentage to be applied in the rate adjustments from 2004 to 2007.

43


Operating expenses

The operating expenses were R$2,544,251 in the six-month period ended June 30, 2004 compared to R$2,113,422 in the six-month period ended June 30, 2003, representing an increase of 20.39%. This variation is due primarily to a increase in personnel expenses, operating provisions, employee post-retirement benefits, outside services, use of basic transmission network, gas purchased for resale electricity purchased for resale and energy development account, partially offset by an decrease in fuel usage quota—CCC.

Since October 26, 2001, the differences between the total uncontrollable costs (Parcel "A") considered in the rate adjustment calculation and Company's effective disbursements are compensated in subsequent rate adjustments and are recorded in current and noncurrent assets as prepaid expenses.

CONSOLIDATED OPERATIONAL EXPENSES AS OF JUNE 30, 2004
 
  Operational expense
without CVA effects

R$

  CVA amounts
transferred to the
current income
(*)
R$

  CVA amounts
excluded from the
current income (**)
R$

  Effective recorded
expense in the
current income
R$

Personnel   423,134       423,134
Materials   43,233       43,233
Outside services   166,939       166,939
Electricity purchased for resale   693,338   25,693   (9,955 ) 709,076
Depreciation and Amortization   289,717       289,717
Charges for use of water resources   39,096   8,803   (12,781 ) 35,118
Operational provisions   101,178       101,178
Employee post-retirement benefits   53,454       53,454
Fuel consumption quota—CCC   182,574   (7,688 ) (34,292 ) 140,594
Use of basic transmission network   262,272   23,727   (48,180 ) 237,819
Gas purchased for resale   142,583       142,583
Employee profit sharing   21,978       21,978
Energy development account   107,508   8,210   (14,334 ) 101,384
Other   78,044       78,044
   
 
 
 
Total   2,605,048   58,745   (119,542 ) 2,544,251
   
 
 
 
(*)
It refers to the CVA uncontrollable costs which were transferred to the income due to their inclusion in CEMIG's rate adjustment

(**)
It refers to the CVA uncontrollable costs which were not included in CEMIG's rate adjustment calculation and, therefore, were excluded from the income.

The main variations in operating expenses are described below:

Personnel

Personnel expenses were R$423,134 in the six-month period ended June 30, 2004 compared to R$316,324 in the six-month period ended June 30, 2003, representing an increase of 33.77%, due primarily to a salary increase of 16.20% in November 2003, the Titles and Salary Plan (Plano de Cargos e Remunerações—PCR) implemented in 2004 and a R$23,808 provision due to the reopening of the Voluntary Termination Program in May 2004.

44


Electricity purchased for resale

Electricity purchased for resale expense was R$709,076 in the six-month period ended June 30, 2004 compared to R$680,338 in the six-month period ended June 30, 2003, representing a 4.22% increase. This variation is a result of the increase in expenses for energy purchased from Itaipu, R$602,771 in the six-month period ended June 30, 2004 compared to R$558,225 in the six-month period ended June 30, 2003, representing a variation of 7.98%, partially offset by a 32.97% decrease in the initial contracts expense (R$46,467 in 2004 compared to R$69,325 in 2003).

45


Depreciation and amortization

Depreciation and amortization expenses did not significantly vary compared to the prior period. Expenses were R$289,717 in the six-month period ended June 30, 2004 compared to R$280,999 in the six-month period ended June 30, 2003, representing a 3.10% increase.

Outside services

Outside services were R$166,939 in the six-month period ended June 30, 2004 compared to R$139,112 in the six-month period ended June 30, 2003, representing an increase of 20.00%, due primarily to the inflation adjustment on communication, maintenance and cleaning service contracts prices.

Employee post-retirement benefits

Employee post-retirement benefit expenses were R$53,454 in the six-month period ended June 30, 2004 compared to R$23,753 in the six-month period ended June 30, 2003, representing an increase of 125.04%. These expenses represent basically the interest on CEMIG's actuarial liabilities, net of expected return on plan assets, estimated by the Company's external actuary.

Operating provisions

Operating provisions were R$101,178 in the six-month period ended June 30, 2004 compared to R$80,213 in the six-month period ended June 30, 2003, representing a 26.14% increase. This increase is primarily due to civil (consumers) lawsuits provisions, which were R$30,882 in the six-month period ended in June 30, 2004 compared to R$9,272 in the same prior period, and to a R$15,128 provision related to ANEEL's administrative proceedings and fines against CEMIG, in the six-month period ended June 30, 2004. This increase was partially offset by decreases on the allowance for doubtful accounts (R$21,999 in the six-month period ended June 30, 2004 compared to R$31,160 in the six-month period ended June 30, 2003) and on the provision for loss on special rate adjustment (R$4,468 in the six-month period ended June 30, 2004 compared to R$20,965 in the six-month period ended June 30, 2003).

Fuel usage quota—CCC

Fuel usage quota expenses were R$140,594 in the six-month period ended June 30, 2004 compared to R$157,490 in the six-month period ended June 30, 2003, representing a reduction of 10.73%. Fuel usage quota refers to operating costs of thermoelectric power plants in the Brazilian energy system prorated among electric concessionaires according to an ANEEL resolution.

Use of basic transmission network

Charges for use of the basic transmission network were R$237,819 in the six-month period ended June 30, 2004 compared to R$156,801 in the six-month period ended June 30, 2003, representing a 51.67% variation. This expense refers to charges due by distribution and generation concessionaires for basic transmission network usage, defined through an ANEEL's resolution. This variation is basically due to a 45.24% rate adjustment since June 30, 2003, according to ANEEL's Resolution 307.

Gas purchased for resale

Gas purchased for resale expenses were R$142,583 in the six-month period ended June 30, 2004 compared to R$76,746 in the six-month period ended June 30, 2003, representing an 85.79% increase. These expenses refer to gas purchased by GASMIG. The variation in these expenses is due to an increase in the acquired gas volume, 371,460 thousand m3 in the six-month period ended June 30, 2004 compared to 199,628 thousand m3 in the six-month period ended June 30, 2003, a 86.08% variation.

46


Energy development account

The energy development account was R$101,384 in the six-month period ended June 30, 2004 compared to R$37,308 in the six-month period ended June 30, 2003, a 171.75% increase. Such payments are defined by an ANEEL resolution. In 2003, the energy development account only affected the Statement of operations as from April, considering that the costs were recorded under assets as prepaid expenses—CVA.

Financial income (expenses)

The financial income (expense) in the six-month period ended June 30, 2004 was a R$197,573 net financial expense, compared to a R$431,115 net financial revenue in the six-month period ended June 30, 2003. The main factors that impacted the financial items are as follows:


Non-operating expenses, net

Non-operating expenses were R$13,783 in the six-month period ended June 30, 2004 compared to R$12,693 in the six-month period ended June 30, 2003, representing a decrease of 8.59%. This variation is primarily due to the deactivation and disposal of CEMIG's fixed assets.

47


Income and social contribution taxes

CEMIG recorded income and social contribution tax expenses of R$283,590 in the six-month period ended June 30, 2004, representing 44.31% of pre-tax income in the amount of R$640,065. In the same prior period, the income and social contribution tax expenses were R$313,765, representing 36.98% of pre-tax income in the amount of R$848,515. These effective rates are reconciled to the nominal rates in Note 10.

In 2004, CEMIG has obtained a fiscal gain in the amount of R$68,000 due to the register of interest on capital in lieu of minimum mandatory dividends to be paid to its shareholders for 2004 year.

48


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


OTHER RELEVANT INFORMATION

Information not reviewed by independent accountants


CORPORATE GOVERNANCE

CEMIG has strived to implement the best corporate governance practices in order to optimize its performance and offer more protection, through improvements in information disclosed to the markets and to all interested parties, including investors, employees and creditors. These practices mainly involve appropriate disclosure, equitable treatment of shareholders and accountability for the Company's actions.

Highlighted below are practices that CEMIG has already adopted:

49


In addition, CEMIG is considering the adoption of additional corporate governance practices that will be disclosed on a timely basis.

50



FINANCIAL INDICATORS

SHARE VALUE
(Expressed in Brazilian
reais per thousand shares)

Item

  Unit
  June 30, 2004
  March 31, 2004
  June 30, 2003
Book value       42.67   42.29   38.35
Market value   Common Preferred   33.45
46.20
  35.06
50.65
  21.10
26.35

LIQUIDITY (excluding special liabilities)

Item

  Unit
  June 30, 2004
  March 31, 2004
  June 30, 2003
Current ratio   Ratio   0.80   0.72   0.67
Overall liquidity   Ratio   0.79   0.77   0.70

DEBT LEVEL (excluding special liabilities)

Item

  Unit
  June 30, 2004
  March 31, 2004
  June 30, 2003
Total assets     % 56.34   55.62   56.90
Shareholders' equity     % 129.53   125.83   132.63
Permanent assets     % 101.18   97.55   94.71

PROFITABILITY

Item

  Unit
  June 30, 2004
  March 31, 2004
  June 30, 2003
Shareholders' equity     % 8.76   4.32   9.43
Return on property, plant and equipment     % 6.99   3.72   6.74
Operating margin     % 25.07   28.60   16.91
Net margin     % 16.40   18.25   21.05


OPERATING INDICES

INSTALLED CAPACITY

 
  June 30,2004
  June 30, 2003
Installed capacity (in MW)   5,842   5,713

EFFICIENCY

 
   
  For the six-month period ended
Item

  Unit
  June 30, 2004
  June 30, 2003
MWh (*) per employee   MWh   1,692   1,533
Consumers per employee   No.   527   495

(*)
excludes energy transactions on the spot market

51


SERVICE QUALITY

 
   
  For the six-month period ended
Item

  Unit
  June 30, 2004
  June 30, 2003
Average time needed to restore electricity   Hours   4.22   4.81
Electricity outage time — average per consumer   Hours   5.21   5.12
Outages experienced — average per consumer   No.   3.26   2.91

AVERAGE RATE
(Expressed in Brazilian
reais per MWh)

 
  Including ICMS (VAT)
Description

  June 30, 2004
  June 30, 2003
Industrial   149.23   120.35
Residential   402.01   332.07
Commercial   343.99   281.77
Rural   221.06   182.42
Others   229.60   184.81
Final Consumers   221.50   182.71


SHAREHOLDERS OWNING MORE THAN 5% OF VOTING CAPITAL
AS OF JUNE 30, 2004

ACIONISTA

  COMMON SHARES
  %
  PREFERRED SHARES
  %
  TOTAL SHARES
  %
Minas Gerais State Government   36,116,291,643   50.96   102     36,116,291,745   22.27
Other State's entities   229,271,605   0.32   1,207,476,092   1.32   1,436,747,697   0.89
   
 
 
 
 
 
State's Total   36,345,563,248   51.28   1,207,476,194   1.32   37,553,039,442   23.16
Southern Electric Brasil Part. Ltda.   23,362,956,173   32.96       23,362,956,173   14.41


SOUTHERN ELECTRIC BRASIL PARTICIPAÇÕES LTDA.—CAPITAL COMPOSITION
AS OF JUNE 30, 2004

Item

  Name
  Number of quotas
  %
1   Cayman Energy Traders   321,480,876   91.75
2   524 Participações S/A   28,913,419   8.25

1—Foreign Company

2—Publicly-held Company. Fundo Opportunity Alfa FIA has 99.99% of its capital.

52



CONTROLLING SHAREHOLDER, BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND FISCAL COUNCIL MEMBERS INTEREST AS OF JUNE 30, 2004 AND 2003

 
  NUMBER OF SHARES
 
  June 30, 2004
  June 30, 2003
NAME

  Common
  Preferred
  Common
  Preferred
CONTROLLING SHAREHOLDER   36,345,563,248   1,207,476,194   36,119,657,399   3,030,572,489
BOARD OF DIRECTORS                
Wilson Nélio Brumer     1     1
Djalma Bastos de Morais     13,400     13,400
Francelino Pereira dos Santos     1     1
Antônio Adriano Silva     1     1
Flávio José Barbosa de Alencastro         1
Nilo Barroso Neto     1    
Oderval Esteves Duarte Filho   5,099     5,099  
Carlos Augusto Leite Brandão   1,950      
Andréa Paula Fernandes   1,950      
Antônio Luiz Barros de Salles   1,950      
Marcelo Pedreira de Oliveira       5,099  
João Bosco Braga Garcia       5,099  
Sérgio Lustosa Botelho Martins       5,099  
Aécio Ferreira da Cunha   5,866   1,461   5,866   1,461
Francisco Roberto André Gros         1
Firmino Ferreira Sampaio Neto     1    
Mário Lúcio Lobato       5,000  
José Augusto Pimentel Pessôa   1,950      
Maria Estela Kubistscheck Lopes     1     1
Alexandre Heringer Lisboa     1     1
Luiz Antonio Athayde Vasconcelos     290     290
Marco Antônio Rodrigues da Cunha     1     1
Francisco Sales Dias Horta     1     1
Guilherme Horta Gonçalves Junior     1     1
Estácio Gonzaga da Sá   1   1    
Geraldo Dannemann       1   1
Fernando Teixeira Mendes Filho   1,950      
Luiz Felippe Leal da Fonseca Júnior       1,000  
Andréa Leandro Silva   1,950      
Carlos Suplicy de Figueiredo Forbes   4,079     4,079  
Marc Leal Claassen       5,099  
Arnaldo José Vollet     1     1
Fernando Lage de Melo     1     1
Eduardo Lery Vieira     1     1
André Luís Garbuglio   1,000     1,000  
Fernando Henrique Schuffner Neto     101,218     101,218
Franklin Moreira Gonçalves     1     1

53


 
  NUMBER OF SHARES
 
  June 30, 2004
  June 30, 2003
NAME

  Common
  Preferred
  Common
  Preferred
EXECUTIVE OFFICERS                
Djalma Bastos de Morais     13,400     13,400
Francisco Sales Dias Horta     1     1
Celso Ferreira        
Flávio Decat de Moura        
Heleni de Mello Fonseca        
Elmar de Oliveira Santana        
José Maria de Macedo     112,962     112,962

FISCAL COUNCIL

 

 

 

 

 

 

 

 
Luiz Guarita Neto        
Aristóteles Luiz Menezes Vasconcellos Drummond        
Luiz Otávio Nunes West        
Bruno Constantino Alexandre dos Santos        
Thales de Souza Ramos Filho        
Beatriz Oliveira Fortunato     10     10
Augusto Cezar Calazans Lopes        
Ronald Gastão Andrade Reis        
Marcos Eolo de Lamounier Bicalho        
Aliomar Silva Lima        


NUMBER OF SHARES AVAILABLE ON MARKET
(EXCLUDES SHARES OF THE STATE GOVERNMENT)

 
  Common
  %
  Preferred
  %
  Total
  %
06/30/2004   34,528,604,675   48.72   90,003,046,505   98.60   124,531,651,180   76.80
06/30/2003   34,754,510,524   49.04   88,179,950,210   96.68   122,934,460,734   75.85

54



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/  
FLÁVIO DECAT DE MOURA      
Name: Flávio Decat de Moura
Title: Chief Financial Officer and Investor
          Relations Officer

Date: August 24, 2004

 

 

 

 



QuickLinks

BALANCE SHEETS JUNE 30, 2004 AND MARCH 31, 2004 ASSETS (In thousands of Brazilian reais—R$)
BALANCE SHEETS JUNE 30, 2004 AND MARCH 31, 2004 LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands of Brazilian reais—R$)
STATEMENTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003 (In thousands of Brazilian reais—R$, except data per thousand shares)
STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 2004 AND 2003 (In thousands of Brazilian reais - R$, except data per thousand shares)
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2004 (Amounts in thousands of Brazilian reais—R$, unless otherwise indicated)
FINANCIAL INDICATORS
OPERATING INDICES
SHAREHOLDERS OWNING MORE THAN 5% OF VOTING CAPITAL AS OF JUNE 30, 2004
SOUTHERN ELECTRIC BRASIL PARTICIPAÇÕES LTDA.—CAPITAL COMPOSITION AS OF JUNE 30, 2004
CONTROLLING SHAREHOLDER, BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND FISCAL COUNCIL MEMBERS INTEREST AS OF JUNE 30, 2004 AND 2003
NUMBER OF SHARES AVAILABLE ON MARKET (EXCLUDES SHARES OF THE STATE GOVERNMENT)
SIGNATURES