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 December 2008

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F  x  Form 40-F  o

 

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

 

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

 

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

 

Yes  o  No  x

 

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

 

 

 



 

Index

 

Item

 

Description of Item

 

 

 

 

 

 

 

1.

 

Summary of Minutes of the 445th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, November 18, 2008

 

 

 

 

 

 

 

2.

 

Summary of Principal Decisions of the 79th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., November 18, 2008

 

 

 

 

 

 

 

3.

 

Summary of Principal Decisions of the 79th Meeting of the Board of Directors, Cemig Distribuição S.A., November 18, 2008

 

 

 

 

 

 

 

4.

 

Market Announcement, Cemig is selected for The Global Dow, Companhia Energética de Minas Gerais – CEMIG

 

 

 

 

 

 

 

5.

 

Quarterly Financial Information for the quarter ended September 30, 2008

 

 

 

 

 

 

 

6.

 

Earnings Release 3rd Quarter 2008

 

 

 

 

 

 

 

7.

 

Earnings Release 3rd Quarter 2008, Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

8.

 

Summary of Minutes of the 440th Meeting of the Board of Directors, Compania Energética de Minas Gerais – CEMIG, August 27–28, 2008

 

 

 

 

 

 

 

9.

 

Summary of Minutes of the 441st Meeting of the Board of Directors, Compania Energética de Minas Gerais – CEMIG, September 25, 2008

 

 

 

 

 

 

 

10.

 

Cemig included in Brazil Corporate Sustainability Index for fourth year running

 

 

 

 

 

 

 

11.

 

Summary of Decisions of the 446th Meeting of the Board of Directors, Compania Energética de Minas Gerais – CEMIG, November 26–27, 2008

 

 

 

 

 

 

 

12.

 

Summary of Principal Decisions of the 80th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., November 26–27, 2008

 

 

 

 

 

 

 

13.

 

Summary of Principal Decisions of the 80th Meeting of the Board of Directors, Cemig Distribuição S.A., November 26–27, 2008

 

 

 

 

 

 

 

14.

 

Announcement to the Public, Compania Energética de Minas Gerais – CEMIG, December 1, 2008

 

 

 

 

 

 

 

15.

 

CEMIG’s Collective Work Agreement for 2008–9, December 10, 2008

 

 

 

 

 

 

 

16.

 

Summary of Principal Decisions of the Board of Directors, Cemig Distribuição S.A., December 10, 2008

 

 

 

 

 

 

 

17.

 

Notice to Stockholders, Compania Energética de Minas Gerais – CEMIG, December 10, 2008

 

 

 

 

 

 

 

18.

 

Market Announcement, Moody’s: Cemig Rated Investment Grade, Compania Energética de Minas Gerais – CEMIG, December 10, 2008

 

 

 

2



 

SIGNATURES

 

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

 

 

 

COMPANHIA ENERGETICA DE MINAS
GERAIS – CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

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

 

Date:  December 11, 2008

 

3



 

1.

Summary of Minutes of the 445th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, November 18, 2008

 

4



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
Listed Company
CNPJ 17.155.730/0001-64
NIRE 31300040127

 

SUMMARY OF MINUTES OF THE 445TH MEETING OF THE BOARD OF DIRECTORS

 

At its meeting held on November 18, 2008, the Board of Directors of Companhia Energética de Minas Gerais approved the following matters:

 

1.               Orientation to the representative of Cemig for vote in meetings of the Board of Directors and Extraordinary General Meetings of Stockholders of EATE and ECTE.

 

2.               Aneel Auction 007/2008.

 

3.               Aneel Auction 008/2008.

 

4.               Signing of an amendment to the Stockholders’ Agreement of Madeira Energia S.A. – MESA.

 

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

 

5



 

2.

Summary of Principal Decisions of the 79th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., November 18, 2008

 

6



 

 

CEMIG GERAÇÃO E TRANSMISSÃO S.A.

 

Listed company – CNPJ 06.981.176/0001-58

 

Summary of principal decisions

 

At its 79th meeting, held on November 18, 2008, the Board of Directors of Cemig Geração e Transmissão S.A. approved the following matters:

 

1.               Signing of an amendment to a counter-guarantee contract and a term of subscription to a capitalization agreement.

 

2.               Aneel Auction 007/2008.

 

3.               Aneel Auction 008/2008.

 

4.               Signing of an amendment to the Stockholders’ Agreement of Madeira Energia S.A. – MESA.

 

7



 

3.

Summary of Principal Decisions of the 79th Meeting of the Board of Directors, Cemig Distribuição S.A., November 18, 2008

 

8



 

 

CEMIG DISTRIBUIÇÃO S.A.

 

Listed Company

 

CNPJ 06.981.180/0001-16

 

Summary of principal decisions

 

At its 79th meeting, held on November 18, 2008, the Board of Directors of Cemig Distribuição S.A. approved the following:

 

·                  Contracting of services for operational implementation of Cemig D’s Energy Efficiency Program.

 

Cemig General Secretariat –SG

 

9



 

4.

Market Announcement, Cemig is selected for The Global Dow, Companhia Energética de Minas Gerais – CEMIG

 

10



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY
CNPJ 17.155.730/0001-64

 

MARKET ANNOUNCEMENT

 

Cemig is selected for The Global Dow

 

CEMIG is the only Latin American electricity company in this 150-company index, and one of the 10 selected to represent emerging markets.

 

CEMIG (Companhia Energética de Minas Gerais) – has been selected for inclusion in The Global Dow (GDOW), a new worldwide stock index with a portfolio of 150 companies from 25 countries. Cemig is one of only three Brazilian companies in the index, and the only Latin American electricity company.

 

Dow Jones & Company is one of the world’s largest groups providing economic news and financial information services. Its best-known publication is the Wall Street Journal. Dow Jones Indexes, a company of the Dow Jones Group, publishes performance indices for shares, funds and commodities that serve as benchmarks for these markets. An example is the Dow Jones Industrial Average, one of the principal stock indices of the United States.

 

On November 11, 2008 Dow Jones Indexes announced its launch of a new worldwide index: The Global Dow. The 150 stocks in this new index are chosen by Dow Jones editors, using their expertise and editorial judgment, based on criteria such as company size, reputation and importance for the world economy. The index selects companies from both developed and emerging markets, and from new as well as established sectors. As a result the Global Dow includes not only the world leaders in their sectors, but also companies placed to have this role in the future.

 

The Global Dow aims to reflect the performance of the shares of leading companies worldwide. Hence the universe from which its components are selected is that of all shares traded in stock markets all over the world that are open to foreign investment.

 

Cemig’s inclusion is recognition of the strategies that have made Cemig a company of global reach, and also of the solidity of the Cemig Group and its reputation in the market. Inclusion in this index amplifies Cemig’s access to the principal investor markets around the globe where investors seek opportunities to invest in world-class companies.

 

For more information on the Global Dow Index, please see www.globaldow.com.

 

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

 

11



 

5.

Quarterly Financial Information for the quarter ended September 30, 2008

 

12



 

 

CONTENTS

 

BALANCE SHEETS

14

 

 

INCOME STATEMENTS

16

 

 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

17

1) – OPERATIONAL CONTEXT

17

2) – PRESENTATION OF THE QUARTERLY INFORMATION

20

3) – CASH AND CASH EQUIVALENTS

24

4) – CONSUMERS AND RESELLERS

24

5) – REGULATORY ASSETS AND LIABILITIES

25

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

26

7) – TRADERS – TRANSACTIONS IN FREE ENERGY

27

8) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES – CVA

28

9) – TAXES SUBJECT TO OFFSETTING

29

10) – TAX CREDITS

30

11) – DEFERRED TARIFF ADJUSTMENT

31

12) – ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS; AND THE RECEIVABLES FUND (“FIDC”)

32

13) – REGULATORY ASSET – PIS/PASEP AND COFINS

34

14) – INVESTMENTS

35

15) – ASSETS AND INTANGIBLE ASSETS

41

16) – SUPPLIERS

43

17) – TAXES, CHARGES AND CONTRIBUTIONS

43

18) – LOANS, FINANCINGS AND DEBENTURES

44

19) – REGULATORY CHARGES

46

20) – POST-EMPLOYMENT OBLIGATIONS

46

21) – CONTINGENCIES FOR LEGAL PROCEEDINGS

49

22) – STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

55

23) – GROSS RETAIL SUPPLY OF ELECTRICITY

56

24) – REVENUE FOR USE OF THE NETWORK

57

25) – OTHER OPERATIONAL REVENUES

57

26) – DEDUCTIONS FROM OPERATIONAL REVENUE

57

27) – OPERATIONAL COSTS AND EXPENSES

58

28) – NET FINANCIAL REVENUE (EXPENSES)

60

29) – RELATED PARTY TRANSACTIONS

61

30) – EXCHANGE RATE EXPOSURE AND FINANCIAL INSTRUMENTS

62

31) – PERIODIC TARIFF REVIEW OF CEMIG DISTRIBUIÇÃO

64

32) – SUBSEQUENTE EVENTS

64

33) – STATEMENT OF CASH FLOWS

65

34) – INCOME STATEMENTS SEGREGATED BY COMPANY, AT SEPTEMBER 30, 2008

66

 

 

INCOME STATEMENTS SEPARATED BY COMPANY ON SEPTEMBER 30, 2007

67

 

 

ECONOMIC – FINANCIAL PERFORMANCE

68

 

 

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

82

 

 

AUDITORS’ REPORT ON SPECIAL REVIEW

93

 

13



 

BALANCE SHEETS

 

AT SEPTEMBER 30 AND JUNE 30, 2008

 

ASSETS

 

(R$ ‘000)

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

3,012,006

 

2,002,199

 

78,622

 

48,158

 

Consumers and resellers (Note 4)

 

1,957,691

 

2,044,223

 

 

 

Tariff Recomposition and “Portion A” (Note 6)

 

370,206

 

379,707

 

 

 

Concession holders – power transportation

 

464,856

 

469,159

 

 

 

Taxes subject to offsetting (Note 9)

 

1,494,180

 

1,253,086

 

22,156

 

22,161

 

Anticipated expenses – CVA (Note 8)

 

422,231

 

255,378

 

 

 

Traders – transactions in “free energy” (Note 7)

 

14,851

 

16,193

 

 

 

Tax credits (Note 10)

 

330,974

 

283,913

 

66,914

 

56,416

 

Dividends receivable

 

 

 

1,092,765

 

1,024,822

 

Regulatory asset – PIS, Pasep and Cofins (Note 13)

 

46,240

 

47,127

 

 

 

Deferred tariff adjustment (Note 11)

 

260,337

 

359,029

 

 

 

Inventories

 

30,950

 

26,016

 

17

 

17

 

Other credits

 

411,935

 

489,895

 

24,813

 

35,861

 

TOTAL, CURRENT

 

8,816,457

 

7,625,925

 

1,285,287

 

1,187,435

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

 

Accounts receivable from Minas Gerais state government (Note 12)

 

1,757,491

 

1,714,504

 

 

 

Credit Receivables Fund (Note 12)

 

 

 

803,158

 

793,871

 

Tariff Recomposition and “Portion A” (Note 6)

 

257,219

 

322,470

 

 

 

Anticipated expenses – CVA (Note 8)

 

469,779

 

520,147

 

 

 

Tax credits (Note 10)

 

596,285

 

623,774

 

102,713

 

118,644

 

Traders – transactions in “free energy” (Note 7)

 

6,724

 

7,740

 

 

 

Taxes subject to offsetting (Note 9)

 

351,413

 

363,015

 

264,866

 

270,964

 

Deposits linked to legal actions

 

313,851

 

271,082

 

87,791

 

87,791

 

Consumers and resellers (Note 4)

 

110,378

 

112,449

 

 

 

Other credits

 

101,973

 

98,227

 

66,054

 

72,034

 

 

 

3,965,113

 

4,033,408

 

1,324,582

 

1,343,304

 

 

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

 

 

 

Investments (Note 14)

 

1,120,420

 

1,107,830

 

8,494,392

 

8,030,834

 

Property, plant and equipment (Note 15)

 

10,610,143

 

10,468,951

 

2,049

 

2,078

 

Intangible (Note 15)

 

554,030

 

540,661

 

464

 

435

 

Deferred

 

68,377

 

68,621

 

 

 

TOTAL NON-CURRENT LIABILITIES

 

12,352,970

 

12,186,063

 

8,496,905

 

8,033,347

 

 

 

16,318,083

 

16,219,471

 

9,821,487

 

9,376,651

 

TOTAL ASSETS

 

25,134,540

 

23,845,396

 

11,106,774

 

10,564,086

 

 

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

 

14



 

BALANCE SHEETS

 

AT SEPTEMBER 30 AND JUNE 30, 2008

 

LIABILITIES

 

(R$ ‘000)

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Suppliers (Note 16)

 

767,903

 

641,676

 

7,885

 

10,690

 

Regulatory charges (Note 19)

 

459,153

 

431,216

 

 

 

Profit shares

 

65,932

 

45,329

 

2,484

 

1,712

 

Taxes, charges and contributions (Note 17)

 

1,546,201

 

1,286,774

 

102,985

 

91,925

 

Interest on Equity and dividends

 

448,864

 

448,864

 

448,864

 

448,864

 

Loans and financings (Note 18)

 

678,195

 

553,944

 

3,827

 

1,101

 

Debentures (Note 18)

 

119,627

 

79,862

 

 

 

Salaries and social contributions

 

227,801

 

213,075

 

11,670

 

11,130

 

Regulatory asset – CVA (Note 8)

 

391,356

 

321,577

 

 

 

Post-employment obligations (Note 20)

 

81,070

 

99,355

 

3,809

 

4,056

 

Provision for losses on financial instruments (Note 30)

 

164,940

 

186,877

 

 

 

Debt to related parties

 

 

 

7,988

 

4,188

 

Other obligations

 

329,018

 

343,872

 

16,631

 

19,911

 

TOTAL, CURRENT

 

5,280,060

 

4,652,421

 

606,143

 

593,577

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

Long term liabilities

 

 

 

 

 

 

 

 

 

Suppliers (Note 16)

 

699

 

4,861

 

 

 

Regulatory Liabilities – CVA (Note 8)

 

270,744

 

385,067

 

 

 

Loans and financings (Note 18)

 

4,989,691

 

4,866,410

 

73,587

 

73,587

 

Debentures (Note 18)

 

1,583,584

 

1,576,717

 

 

 

Taxes, charges and contributions (Note 17)

 

293,701

 

265,418

 

 

 

Contingency provisions (Note 21)

 

640,019

 

627,956

 

342,174

 

329,551

 

Post-employment obligations (Note 20)

 

1,416,029

 

1,375,075

 

53,274

 

52,012

 

Other obligations

 

140,905

 

113,459

 

30

 

30

 

TOTAL NON-CURRENT LIABILITIES

 

9,335,372

 

9,214,963

 

469,065

 

455,180

 

 

 

 

 

 

 

 

 

 

 

FUTURE EARNINGS

 

84,009

 

83,954

 

 

 

 

 

 

 

 

 

 

 

 

 

MINORITY INTEREST

 

403,533

 

378,729

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 22)

 

 

 

 

 

 

 

 

 

Registered capital

 

2,481,507

 

2,481,507

 

2,481,507

 

2,481,507

 

Capital reserves

 

3,983,022

 

3,983,022

 

3,983,022

 

3,983,022

 

Profit reserves

 

1,898,525

 

1,898,525

 

1,898,525

 

1,898,525

 

Retained earnings

 

1,641,389

 

1,125,152

 

1,641,389

 

1,125,152

 

Funds for capital increase

 

27,123

 

27,123

 

27,123

 

27,123

 

TOTAL STOCKHOLDERS’ EQUITY

 

10,031,566

 

9,515,329

 

10,031,566

 

9,515,329

 

TOTAL LIABILITIES

 

25,134,540

 

23,845,396

 

11,106,774

 

10,564,086

 

 

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

 

15



 

INCOME STATEMENTS

 

FOR THE 9 MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007

 

(In R$ ‘000, except profit per share)

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

09/30/2007
Reclassified

 

09/30/2008

 

09/302007
Reclassified

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

 

 

GROSS RETAIL SUPPLY OF ELECTRICITY (Note 23)

 

10,316,243

 

9,785,218

 

 

 

REVENUE FOR USE OF THE NETWORK (Note 24)

 

1,557,916

 

1,427,553

 

 

 

OTHER OPERATIONAL REVENUES (Note 25)

 

493,407

 

448,974

 

392

 

659

 

 

 

12,367,566

 

11,661,745

 

392

 

659

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 26)

 

(4,232,129

)

(4,149,123

)

 

(13

)

NET OPERATIONAL REVENUE

 

8,135,437

 

7,512,622

 

392

 

646

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GÁS (Note 27)

 

 

 

 

 

 

 

 

 

Electricity purchased for resale

 

(2,177,689

)

(1,949,745

)

 

 

Charges for the use of the basic transmission grid

 

(530,621

)

(494,263

)

 

 

Gas purchased for resale

 

(167,841

)

(101,154

)

 

 

 

 

(2,876,151

)

(2,545,162

)

 

 

COST OF OPERATION (Note 27)

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(717,134

)

(630,331

)

 

 

Private pension plan entity

 

(153,454

)

(68,138

)

 

 

Materials

 

(69,591

)

(63,016

)

 

 

Raw materials and inputs for production

 

(65,185

)

(44,768

)

 

 

Outsourced services

 

(392,033

)

(334,117

)

 

 

Depreciation and amortization

 

(531,712

)

(533,428

)

 

 

Operational provisions

 

(15,779

)

(55,402

)

 

 

Financial compensation for use of water resources

 

(98,542

)

(101,731

)

 

 

Others

 

(117,338

)

(112,357

)

 

 

 

 

(2,160,768

)

(1,943,288

)

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(5,036,919

)

(4,488,450

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

3,098,518

 

3,024,172

 

392

 

646

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSE (Note 27)

 

 

 

 

 

 

 

 

 

Selling expenses

 

(133,078

)

(157,043

)

 

 

General and administrative expenses (recovery of expenses)

 

(304,761

)

(260,682

)

(80,145

)

(79,208

)

Other operational revenues (expenses)

 

(32,500

)

(124,311

)

 

16,728

 

 

 

(470,339

)

(542,036

)

(80,145

)

(62,480

)

 

 

 

 

 

 

 

 

 

 

Operational profit before equity income and financial revenues (expenses)

 

2,628,179

 

2,482,136

 

(79,753

)

(61,834

)

 

 

 

 

1,752,183

 

1,600,700

 

NET FINANCIAL REVENUE (EXPENSES) (Note 28)

 

(17,784

)

(161,488

)

69,118

 

10,181

 

 

 

(17,784

)

(161,488

)

1,821,301

 

1,610,881

 

OPERATIONAL PROFIT

 

2,610,395

 

2,320,648

 

1,741,548

 

1,549,047

 

NON-OPERATIONAL PROFIT (LOSS)

 

(19,243

)

(33,252

)

(6,674

)

(5,763

)

 

 

 

 

 

 

 

 

 

 

Profit before tax and profit shares under the Bylaws

 

2,591,152

 

2,287,396

 

1,734,874

 

1,543,284

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX AND SOCIAL CONTRIBUTION (Note 10)

 

(904,988

)

(862,553

)

(97,399

)

(88,817

)

Income tax and Social Contribution – Deferred (Note 10)

 

70,296

 

196,704

 

6,228

 

15,526

 

Employees’ and managers’ shares in results

 

(65,683

)

(63,750

)

(2,314

)

(1,235

)

MINORITY INTEREST

 

(84,983

)

(89,039

)

 

 

NET PROFIT FOR THE PERIOD

 

1,605,794

 

1,468,758

 

1,641,389

 

1,468,758

 

NET PROFIT PER SHARE – R$

 

 

 

 

 

3,31

 

3,02

 

 

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

 

16



 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

In R$ ‘000, except where otherwise stated

 

1) – OPERATIONAL CONTEXT

 

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

 

On September 30, 2008 Cemig had stockholdings in the following companies in operation (the information on markets served, and installed capacity, has not been reviewed by our external auditors):

 

·                  Cemig Geração e Transmissão S.A. (subsidiary, 100.00% stake): registered with the CVM (Securities Commission): Generation and transmission of electricity, through 46 power plants, 43 being hydroelectric, one a wind power plant and two thermal plants, and their transmission lines, most of them belonging to the Brazilian national generation and transmission grid system. Cemig Geração e Transmissão S.A. has stockholdings in the following subsidiaries that are at development phase:

 

· Hidrelétrica Cachoeirão S.A. (jointly controlled, 49.00% stake): Production and sale of electricity as an independent power producer, through the Cachoeirão hydroelectric power plant, at Pocrane, in the State of Minas Gerais. The power plant is at the construction phase, with startup expected in September 2008. It has generation capacity of 27 MW.

 

· Guanhães Energia S.A. (jointly controlled, 49.00% stake): Production and sale of electricity through building and commercial operation of the following Small Hydro Plants in Minas Gerais state: Dores de Guanhães, Senhora do Porto and Jacaré, in the municipality of Dores de Guanhães; and Fortuna II, in the municipality of Virginópolis. The plants are at construction phase, with start of operation scheduled for 2009, and will have aggregate installed capacity of 44MW.

 

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

 

· Madeira Energia S.A. (jointly controlled – 10.00% stake): Implementation, construction, operation and commercial operation of the Santo Antônio hydroelectric plant in the Madeira River Basin, in the State of Rondônia, with power of 3,150 MW (information not audited) and commercial start up scheduled for 2012).

 

17



 

Hidrelétrica Pipoca S.A. (jointly controlled, 49.00% stake): Independent production of electricity, through construction and commercial operation of the Pipoca PCH (Small Hydro Plant), with 20,000 kW of installed capacity, located on the Manhuaçu River, in the Municipalities of Caratinga and Ipanema, in the State of Minas Gerais. Operational startup is scheduled for April 2010.

 

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

 

·                  Cemig Distribuição S.A. Cemig Distribuição S.A. (subsidiary – 100.00% stake): registered with the CVM (Securities Commission): Distribution of electricity through distribution networks and lines in approximately 97.00% of the Brazilian State of Minas Gerais.

 

·                  Rio Minas Energia Participações (“RME”) (jointly-controlled subsidiary – 25.00% stake): This company holds 52.25% of the registered capital of Light S.A. (“Light”), a holding company which holds the full control of the distribution concession holder Light Serviços de Eletricidade S.A, with 3.9 million consumers in 31 municipalities of the state of Rio de Janeiro and the generating company Light Energia S.A, with 855 MW of installed capacity in the generation activity.

 

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

 

·                  Usina Térmica Ipatinga S.A. (subsidiary – stake 100.00%): Production and sale, under the independent production regime, of thermally produced electricity, through the Ipatinga thermal plant, located on the premises of Usiminas (Usinas Siderúrgicas de Minas Gerais S.A.).

 

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

 

·                  Empresa de Infovias S.A. (“Infovias”) (subsidiary – 100.00% stake): Provision and commercial exploration of a specialized service in the area of telecommunications, by means of an integrated system consisting of fiber optic cables, coaxial cables, electronic and associated equipment (multi-service network).

 

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

 

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

 

18



 

·                  Central Termelétrica de Cogeração (subsidiary – 100.00% stake): Production and sale of electricity as an independent producer.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

·                  Empresa Paraense de Transmissão de Energia S.A. (“EPTE”) (jointly controlled – stake of 18.84%): Holder of a public service electricity transmission concession for the 500 KV transmission line starting at Tucuruí Substation and ending at the Vila do Conde Substation in the State of Pará. See information about new interest in this company in Note 14.

 

·                  Empresa Norte de Transmissão de Energia S.A. (“ENTE”) (jointly controlled – 18.35% stake): Holder of the public service electricity transmission concession for two 500 kV transmission lines, the first from the Tucuruí Substation to the Marabá Substation in the State of Pará, and the second from the Marabá Station to the Açailândia Substation in the State of Maranhão. See information about new interest in this company in Note 14.

 

·                  Empresa Regional de Transmissão de Energia S.A. (“ERTE”) (jointly controlled – 18.35% holding): Holder of the public service electricity transmission concession for the 230 kV transmission line from the Vila do Conde Substation to the Santa Maria Substation in the State of Pará. See information about new interest in this company in Note 14.

 

·                  Empresa Amazonense de Transmissão de Energia S.A. (“EATE”) (jointly controlled – 16.63% stake): Holder of the public service electricity transmission concession for the 500kV transmission lines between the sectionalizing Substations of Tucuruí, Marabá, Imperatriz, Presidente Dutra and Açailândia. See information about new interest in this company in Note 14.

 

19



 

·                  Empresa Catarinense de Transmissão de Energia S.A. (“ECTE”) (jointly controlled, 7.50% stake): Holder of the public service electricity transmission service concession for the 525kV transmission line from the Campos Novos Substation to the Blumenau Substation in the State of Santa Catarina. See information about new interest in this company in Note 14.

 

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

 

Cemig also has stockholdings in the companies listed below, which on September 30, 2008 were at pre-operational stage:

 

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

 

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

 

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

 

2) – PRESENTATION OF THE QUARTERLY INFORMATION

 

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

 

The Quarterly Information was prepared according to accounting principles, methods and criteria that are uniform in relation to those adopted in the previous year, except in relation to the practice of adjustment to present value mentioned in this explanatory note, arising from CVM Instruction 469/08.

 

20



 

The statements of cash flow were prepared in accordance with the criteria of FAS 95 – Statement of Cash Flows, with references made to the format of presentation, in the context of registry of the financial statements with the Securities and Exchange Commission (SEC).

 

Additionally, with the purpose of improving the information provided to the market, the company is presenting, in Explanatory Note 33, the income statement separated by company. All the information presented was obtained from the Company’s accounting records and those of its subsidiaries.

 

Criterion for consolidation of the Quarterly Information

 

The financial statements of the subsidiaries and jointly controlled companies mentioned in Explanatory Note 1 have been consolidated. The data of the controlled subsidiaries as a whole was consolidated based on the method of proportional consolidation, applicable to each component of the financial statements of the investees. All the subsidiaries, including those that are jointly controlled, follow accounting practices that are consistent with those of the holding company.

 

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

 

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

 

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

 

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

 

As a result of the adoption of the accounting practice of adjustment to present value of certain assets and liabilities, mentioned in the item above, the subsidiaries Cemig D, Cemig GT and Light made some adjustments to prior years that were recorded in their individual financial statements directly against Stockholders’ equity, without being included in the Income statement for the year. In the Holding company these adjustments were recorded directly in the income statement, under Equity income from subsidiaries, as determined by CVM instruction 247/96.

 

Thus, as a result of these adjustments, a difference occurs between the consolidated income statement and the holding company income statement, as follows:

 

Result of the Holding Company

 

1,641,389

 

Adjustment to present value posted in the financial statements of the subsidiaries directly into Stockholders’ equity

 

(35,595

)

Consolidated Income Statement

 

1,605,794

 

 

21



 

Change in the Brazilian Corporate Law

 

Law 11638/07 of December 28, 2007 alters and repeals provisions, and creates new provisions, in the Brazilian Corporate Law, in the chapter relating to disclosure and preparation of financial statements. Among other aspects, this changes the criterion for recognition and valuation of certain assets and liabilities. These changes in accounting practices come into effect as from January 1, 2008.

 

The aim of these changes is to increase the transparency of financial statements of Brazilian companies and eliminate some regulatory barriers that were an obstacle to the process of convergence of these financial statements with International Financial Reporting Standards (IFRS):

 

The main changes to the Law, coming into effect as from 2008, that could affect the company’s financial statements, are as follows:

 

·                  Replacement of the Statement of Origins and Uses of Funds by the Cash Flow Statement.

 

·                  Inclusion of the Added Value Statement in the group of financial statements prepared, disclosed and which are to be approved by the Ordinary General Meeting of stockholders.

 

·                  A new possibility was created, further to that originally specified in the Corporate Law, of separation of trading reporting and tax reporting, by establishing the alternative for the company of adopting in its trading reporting, and not only in auxiliary books, the provisions of the Tax Law, provided that, immediately afterward, after the calculation of the taxable profit base amount, the necessary adjustments are made for the financial statements to be in harmony with the Corporate Law and the fundamental principles of accounting.

 

·                  Creation of two new subgroups of accounts: Intangible, in permanent assets, and Adjustments to valuations of assets and liabilities, in Stockholders’ equity. The sub-group of “Adjustments to valuation of assets and liabilities” will essentially have the purpose of containing the counterpart of certain valuations of assets at market price, the valuation of certain financial instruments and, also, conversion adjustments as a result of FX variation on holdings in companies outside Brazil.

 

·                  New criteria for classification and valuation of investments and financial instruments, including derivatives. These financial instruments will be classified in three categories (Held for trading, Held to maturity and Available for sale) and their valuation at cost plus return or at market value will be made as a function of their classification in one of these categories.

 

·                  Introduction of the concept of Adjustment to Present Value for long-term asset and liability transactions and for significant short-term transactions.

 

·                  In absorption, merger or split transactions (combination of companies), when carried out between non-related parties and linked to effective transfer of control, all the assets and liabilities of the absorbed, split or merged company must be identified, valued and accounted at market value.

 

·                  Elimination of the possibility of spontaneous revaluations of fixed assets being made.

 

22



 

As communicated to the market, the CVM intends, by the end of 2008, to complete its process of issue of regulations for the provisions of the Corporate Law that were altered and which need regulation, and will review all its normative acts that deal with accounting matters, so as to verify and eliminate any divergencies in relation to the specific alterations produced by the new law.

 

On May 2, 2008 the Brazilian Securities Commission (CVM) issued CVM Instruction 469, specifying immediate need for adaptation for some rules, and clarifying other questions related to the changes produced by the new Law.

 

Under this Instruction, some changes in accounting practices become obligatory starting with the first ITR (quarterly information) of 2008.

 

In compliance with the instruction, the Company, through its subsidiaries Cemig Geração e Transmissão SA, Cemig Distribuição SA and Light SA adjusted to present value certain financing contracts, certain customers split and the debentures acquired by the Government of Minas Gerais State, and also obligations to pay relating to concessions held for consideration. Discount rates were used that correspond, in the Company’s estimate, to the actual cost of raising of funds through loans and financing.

 

The accounting effects on the financial statements in 2008 arising from the immediate application of the adjustment to present value mentioned above are as follows:

 

 

 

Consolidated 
and 
Holding 
company

 

CASH AND CASH EQUIVALENTS

 

 

 

Consumers and traders

 

(9,113

)

Fixed assets

 

(174,098

)

 

 

(183,211

)

Liabilities

 

 

 

Loans, Financings and Debentures

 

(184,010

)

Taxes, charges and contributions

 

23,213

 

Other obligations

 

(49,248

)

Stockholders’ Equity

 

26,834

 

 

 

183,211

 

Income statement

 

 

 

Operational expenses

 

6,293

 

Financial revenue (expenses)

 

23,612

 

Income tax and Social Contribution – deferred

 

(10,168

)

 

 

19,737

 

 

The Company calculated the effects on the present value adjustments relating to prior years and recorded directly in equity. The values for the period from January to September that impact the outcome of 2007, in the amount of R$ 7,875, net of tax effects have not been adjusted for comparison purposes because of that amount is not material.

 

23



 

Reclassification of accounting balances

 

The following alterations, for the purposes of comparability, were made to the amounts previously presented in the income statements of September 30, 2007:

 

 

 

 

 

Holding

 

 

 

Consolidated

 

company

 

Original account

 

Net amounts

 

Net amounts

 

 

 

 

 

 

 

Operational costs – Cost of electricity and gas

 

 

 

 

 

 

 

 

 

 

 

Charges for the use of the basic transmission grid

 

106,310

 

 

 

 

 

 

 

 

Personnel and Managers

 

63,750

 

1,235

 

 

 

170,060

 

1.235

 

 

 

 

 

 

Holding

 

 

 

Consolidated

 

company

 

Reclassified to

 

Net amounts

 

Net amounts

 

 

 

 

 

 

 

Operational revenue

 

 

 

 

 

 

 

 

 

 

 

Revenue from use of the grid

 

(106,310

)

 

 

 

 

 

 

 

Income statement

 

 

 

 

 

Employees and manager profit shares

 

(63,750

)

(1,235

)

 

 

(170,060

)

(1,235

)

 

As a result of inclusion in the Company’s Bylaws in 2007 of a provision for payment of profit shares to the employees and managers of the company, these profit shares have now begun to be posted as an amount reducing net profit before tax and profit shares, where up to the third quarter of 2007 they were posted under Personnel expenses.

 

3) – CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Bank accounts

 

155,012

 

130,707

 

6,122

 

10,180

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank CDs

 

2,761,145

 

1,757,697

 

72,500

 

37,978

 

Treasury Financial Notes (LFTs)

 

48,416

 

58,866

 

 

 

National Treasury Notes (LTNs)

 

39,341

 

18,985

 

 

 

Other

 

8,092

 

35,944

 

 

 

 

 

2,856,994

 

1,871,492

 

72,500

 

37,978

 

 

 

 

 

 

 

 

 

 

 

 

 

3,012,006

 

2,002,199

 

78,622

 

48,158

 

 

Cash investments consist of transactions carried out with Brazilian financial institutions, contracted on normal market conditions and at normal market rates. Hence these amounts are available to be used in the Company’s operations.

 

4) – CONSUMERS AND RESELLERS

 

 

 

Consolidated

 

Holding company

 

Current assets

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

Retail supply invoiced

 

1,635,396

 

1,841,964

 

52,937

 

60,748

 

Retail supply not invoiced

 

654,780

 

599,218

 

 

 

Wholesale supply to other concession holders

 

64,200

 

56,095

 

 

 

(-) Provision for doubtful receivables

 

(396,685

)

(453,054

)

(52,937

)

(60,748

)

 

 

1,957,691

 

2,044,223

 

 

 

 

An amount of Receivables of R$ 32,505 is recorded in Non-current assets at September 30, 2008 (R$ 36,493 at June 30, 2008), in relation to the renegotiation of receivables owed by Copasa (Minas Gerais Water Company) and the prefecture of Belo Horizonte, to be paid by September 2012 and March 2010, respectively

 

24



 

Credits receivable from an industrial consumer in the amount of R$ 92,880, not paid due to an injunction that allowed this payment not to be made until final judgment of a legal action challenging the tariff increase during the Cruzado Economic Plan, under Ministerial Order 045/86, are recorded in the accounts. The Company expects this action to be concluded before the end of 2008, and expects the amounts referred to be received in full.

 

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

 

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

 

5) – REGULATORY ASSETS AND LIABILITIES

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

Assets

 

 

 

 

 

 

 

 

 

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

 

627,425

 

702,177

 

 

 

Traders – transactions in “free energy” during the rationing program – Note 7

 

21,575

 

23,933

 

 

 

Deferred tariff adjustment – Note 11

 

260,337

 

359,029

 

 

 

PIS/Cofins and Pasep – Note 13

 

46,240

 

47,127

 

 

 

Pre-paid expenses – CVA – Note 8

 

892,010

 

775,525

 

 

 

Review of tariff for use of distribution systems (TUSD)

 

18,206

 

17,262

 

 

 

Recovery of discounts on the TUSD

 

15,616

 

23,132

 

 

 

Low income subsidy

 

101,262

 

170,435

 

 

 

Light for Everyone (Luz para Todos) Program.

 

26,198

 

38,807

 

 

 

Other regulatory assets

 

5,803

 

8,871

 

 

 

 

 

2,014,672

 

2,166,298

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Purchase of electricity during the rationing period – Note 16

 

(30,610

)

(38,387

)

 

 

Revision of transmission revenue

 

(11,632

)

(15,603

)

 

 

Amounts to be restituted in the tariff – CVA – Note 8

 

(662,100

)

(706,644

)

 

 

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

 

(15,955

)

(15,955

)

 

 

Other regulatory liabilities

 

(4,727

)

(7,001

)

 

 

 

 

(725,024

)

(783,590

)

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, charges and contributions – Deferred liabilities – Note 17

 

(144,838

)

(193,016

)

 

 

 

 

(869,862

)

(976,606

)

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,144,810

 

1,189,692

 

 

 

 

25



 

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

 

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

 

a) The Extraordinary Tariff Recomposition (RTE)

 

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

 

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

 

·                                          Increase of 7.90% for other consumers.

 

The RTE described above is being used to compensate the following items:

 

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

 

·                                          Passthrough to be made to the generators who bought energy in the MAE – which was succeeded in 2004 by the Electricity Sale Chamber (the “CCEE/MAE”), in the period from June 1, 2001 to February 28, 2002, with price in excess of R$ 49.26/MWh (“free energy”).

 

b) Portion “A”

 

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

 

The recovery of “Portion A” began in March 2008, immediately after the ending of the period of validity of the RTE, using the same mechanisms of recovery. In other words, the adjustment applied to tariffs for compensation of the amounts of the RTE will continue, for compensation of the items of “Portion A”.

 

The Portion “A” credits are updated by the variation in the Selic rate up to the month in which they are actually offset.

 

26



 

As and when amounts of “Portion A” are received through the tariff, the Company transfers those amounts from Assets to the income statement. For Cemig Distribution SA, the values are as follows:

 

Amounts transferred to expenses

 

09/30/2008

 

Electricity purchased for resale

 

3,650

 

Fuel Consumption Account (CCC)

 

49,558

 

RGR – Global Reversion Reserve

 

4,952

 

Tariff for transport of electricity from Itaipu

 

108,269

 

Tariff for use of national grid transmission facilities

 

14,980

 

Financial compensation for use of water resources

 

4,395

 

Delivery service inspection charge

 

464

 

 

 

186,268

 

 

c) Composition of the balances of the Portion “A”

 

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

 

 

 

Consolidated

 

 

 

09/30/2008

 

06/30/2008

 

Cemig Distribuição S.A

 

 

 

 

 

Portion A

 

577,781

 

637,523

 

 

 

 

 

 

 

RME - Light

 

 

 

 

 

Portion A

 

49,644

 

64,654

 

 

 

 

 

 

 

Total of Portion A

 

627,425

 

702,177

 

 

 

 

 

 

 

Current assets

 

370,206

 

379,707

 

Non-current assets

 

257,219

 

322,470

 

 

7) – TRADERS – TRANSACTIONS IN FREE ENERGY

 

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

 

 

 

Consolidated

 

 

 

09/30/2008

 

06/30/2008

 

ASSETS

 

 

 

 

 

Amounts to be received from distributors

 

46,844

 

48,414

 

Provision for losses in realization

 

(25,269

)

(24,481

)

 

 

21,575

 

23,933

 

 

 

 

 

 

 

Current

 

14,851

 

16,193

 

Non-current

 

6,724

 

7,740

 

 

27



 

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

 

In accordance with Aneel Resolution 36 of January 29, 2003, the electricity distributors have since March 2003 been raising and passing through the amounts obtained monthly by means of the RTE to the generators and distributors who have amounts to be received, among which the subsidiary Cemig Geração e Transmissão is included.

 

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

 

The conclusion of some court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the time of the realization of the transactions in the ambit of the CCEE/MAE, may result in changes in the amounts recorded. See further comments in Explanatory Note 15.

 

Provision for losses on realization

 

The provision now constituted, in the amount of R$ 25,269, represents the losses expected due to the period of receipt of the RTE from the distributors that are still passing through funds to the Company not being sufficient for full payment of the amounts owed.

 

8) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES – CVA

 

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

 

The balance on the CVA is shown below:

 

 

 

Consolidated

 

 

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

Cemig Distribuição

 

208,647

 

60,498

 

RME – Light

 

21,263

 

8,383

 

 

 

229,910

 

68,881

 

 

 

 

 

 

 

Current assets

 

422,231

 

255,378

 

Non-current assets

 

469,779

 

520,147

 

Current liabilities

 

(391,356

)

(321,577

)

Non-current liabilities

 

(270,744

)

(385,067

)

Net amounts

 

229,910

 

68,881

 

 

28



 

9) – TAXES SUBJECT TO OFFSETTING

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

Current

 

 

 

 

 

 

 

 

 

ICMS recoverable

 

197,427

 

180,432

 

3,804

 

3,804

 

Income tax

 

848,776

 

690,262

 

 

 

Social Contribution

 

293,953

 

236,303

 

 

 

Pasep

 

19,089

 

16,673

 

2,594

 

2,597

 

Cofins tax

 

119,663

 

115,719

 

12,088

 

12,090

 

Others

 

15,272

 

13,697

 

3,670

 

3,670

 

Non-current

 

1,494,180

 

1,253,086

 

22,156

 

22,161

 

ICMS recoverable

 

 

 

 

 

 

 

 

 

Income tax

 

86,973

 

92,337

 

426

 

426

 

Social Contribution

 

233,255

 

237,891

 

233,255

 

237,751

 

ICMS recoverable

 

31,185

 

32,787

 

31,185

 

32,787

 

 

 

351,413

 

363,015

 

264,866

 

270,964

 

 

 

1,845,593

 

1,616,101

 

287,022

 

293,125

 

 

The credits for the Pasep and Cofins taxes arise from payments made in excess by the company due to adoption of the non-cumulative regime for application of those taxes to revenues of the transmission companies whose electricity supply contracts were prior to October 31, 2003. Subsequent regulations by the Brazilian Federal Revenue Service allowed revision of this situation and qualification for the cumulative tax regime, and as a result of this revision, restitution of excess tax paid in previous periods was allowed.

 

The balances under Income tax and Social Contribution are tax credits from corporate income tax returns of previous years, and payments made in 2008 which will be offset in the income tax and Social Contribution payable in 2008 – recorded under Taxes, charges and contributions.

 

The credits of ICMS recoverable, posted in Non-current assets, arise from acquisitions of fixed assets and can be offset in 48 months.

 

29



 

10) – TAX CREDITS

 

Deferred income tax and Social Contribution

 

Cemig and its subsidiaries have deferred income tax credits posted in Current assets and Non-current assets, constituted at the rate of 25.00%, and deferred Social Contribution credits, at the rate of 9.00%, as follows:

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

Tax credits on temporary differences

 

 

 

 

 

 

 

 

 

Tax loss/negative taxable base

 

273,260

 

282,222

 

51,199

 

59,581

 

Contingency provisions

 

190,370

 

186,814

 

96,133

 

92,626

 

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

 

8,592

 

21,030

 

 

 

Post-employment obligations

 

96,262

 

59,172

 

3,373

 

1,495

 

Provision for doubtful receivables

 

156,523

 

174,523

 

17,998

 

20,654

 

Provision for Pasep/Cofins – Extraordinary Tariff Recomposition

 

9,389

 

12,250

 

 

 

Provision for non-recovery of tax credits – Light

 

(29,616

)

(29,616

)

 

 

Financial instruments

 

80,890

 

88,349

 

 

 

FX variation

 

76,609

 

70,816

 

 

 

Others

 

64,980

 

42,127

 

924

 

704

 

 

 

927,259

 

907,687

 

169,627

 

175,060

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

330,974

 

283,913

 

66,914

 

56,416

 

Non-current assets

 

596,285

 

623,774

 

102,713

 

118,644

 

 

At its meeting on March 6, 2008, the Board of Directors approved the technical study prepared by Cemig’s Department for Finance, Investor Relations and Control of Holdings on the forecasts for future profitability adjusted to present value, which show capacity for realization of the deferred tax asset in a maximum period of 10 years, as defined in CVM Instruction 371. This study includes Cemig and its subsidiaries Cemig Geração e Transmissão and Cemig Distribuição, and was submitted to Cemig’s Audit Board for examination on March 6, 2008,

 

In accordance with the individual estimates of Cemig and its subsidiaries, future taxable profits enable the deferred tax asset existing on September 30, 2008 to be realized according to the following estimate:

 

 

 

Consolidated

 

Holding company

 

 

 

 

 

 

 

2008

 

205,559

 

33,960

 

2009

 

205,385

 

43,938

 

2010

 

100,283

 

24,752

 

2011

 

116,099

 

23,481

 

2012

 

80,759

 

23,672

 

2013 to 2015

 

101,361

 

19,149

 

2016 and 2017

 

147,429

 

675

 

(-) Provision for losses on recovery of tax credits – RME Light

 

(29,616

)

 

 

 

927,259

 

169,627

 

 

As well as the provision for non-recovery of tax credits of Light, on September 30, 2008 the holding company had tax credits not recognized in its financial statements, in the amount of R$ 444,883 (R$ 443,498 on June 30, 2008).

 

30



 

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

 

Considering that the Brazilian tax legislation allows companies to benefit from payment of interest on equity, deducting such payments from their taxable profit, the company adopted the tax option of paying interest on equity to its stockholders. In accordance with its tax planning, after the offsetting, in the coming years, of taxes that are recorded as offsettable, the Company will pay interest on equity in an amount that will reduce its taxable profit to an amount just greater than or equal to zero. As a consequence, this alternative will eliminate the payment of income tax and Social Contribution by the Cemig holding company, and the unrecognized tax losses will not be recovered.

 

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

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

09/30/2007
Reclassified

 

09/30/2008

 

09/30/2007
Reclassified

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax and Social Contribution

 

2,591,152

 

2,287,396

 

1,734,874

 

1,543,284

 

Income tax and Social Contribution – nominal expense

 

(880,992

)

(777,715

)

(589,857

)

(524,717

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity income from subsidiaries

 

 

 

511,136

 

457,604

 

Employees’ profit shares

 

22,332

 

21,675

 

787

 

420

 

Non-deductible contributions and donations

 

(5,529

)

(5,471

)

(204

)

(201

)

Tax credits not recognized

 

335

 

184

 

9

 

(473

)

Recognition of Deferred Tax Asset

 

 

 

81,924

 

 

 

Amortization of goodwill

 

(4,160

)

 

(4,160

)

 

Tax incentive amounts

 

12,608

 

 

35

 

36

 

Adjustment to Income tax and Social Contribution of previous year

 

(7,746

)

 

(8,488

)

 

Others

 

28,460

 

13,554

 

(429

)

(5,960

)

Income tax and Social Contribution – effective expense

 

(834,692

)

(665,849

)

(91,171

)

(73,291

)

 

11) – DEFERRED TARIFF ADJUSTMENT

 

Aneel, through Homologating Resolution 71, which was published with backdated effect on April 4, 2004, defined the results of the periodic tariff revision of Cemig Distribuição.

 

The periodic tariff review includes the repositioning of the electricity retail supply tariffs at a level compatible with the preservation of the economic-financial equilibrium of the concession contract, providing sufficient revenue to cover efficient operational costs and adequate remuneration of the investments.

 

31



 

The average adjustment applied to Cemig’s tariffs on April 8, 2003, on a provisional basis, was 31.53%. However, as described in the Resolution mentioned, the final tariff repositioning for Cemig should be 44.41 %. The percentage difference of 12.88% is being compensated in the tariffs.

 

The last portion for receipt of the tariff adjustment differential was decided on April 8, 2008, and included in the tariff adjustment that took place on April 8, 2008.

 

The amounts relating to the Deferred Tariff Adjustment are updated in monetary terms by the IGP-M inflation index plus interest of 11.26% per year.

 

 

 

Consolidated

 

 

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

Deferred tariff adjustment – since April 8, 2003

 

949,612

 

949,612

 

Interest (defined by Aneel – 11.26% p.a.)

 

467,696

 

458,899

 

Monetary updating – IGP-M inflation index

 

224,831

 

219,255

 

(-) Amounts raised

 

(1,381,802

)

(1,268,737

)

 

 

260,337

 

359,029

 

 

Additionally, deferred taxes applicable to actual revenue were recognized, the balance of which on September 30, 2008 was R$ 112,596.

 

12) – ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS; AND THE RECEIVABLES FUND (“FIDC”)

 

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

 

On January 24, 2001 the First Amendment to the agreement with the Minas Gerais state government (“the CRC Contract”) was signed: it replaced the inflation indexation unit specified in the contract (the Ufir), with the IGP-DI inflation index, backdated to November 2000 – reflecting the abolition of the Ufir in October 2000.

 

In October, 2002, the Second and Third Amendments to the CRC Contract were signed, establishing new conditions for amortization of the credits by the Government of Minas Gerais State, the principal clauses being the following: (i) adjustment by the IGP-DI inflation index; (ii) amortization of the two amendments by May 2015; (iii) interest rates of 6.00% and 12.00% for the second and third amendments, respectively; and (iv) guarantee of one hundred percent retention of the dividends payable to the State Government for settlement of the 3rd amendment.

 

a) The Fourth Amendment to the CRC contract

 

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

 

The Fourth Amendment to the CRC contract had backdated effect on the outstanding balance existing on December 31, 2004, and consolidated the amounts receivable under the Second and Third Amendments, corresponding to R$ 4,061,167 on September 30, 2008.

 

32



 

Under the Fourth Amendment, the state government must amortize the debit in 61 consecutive half-yearly installments, becoming due by June 30 and December 31 of each year, over the period from June 2005 to June 2035 inclusive. The amounts of the portions for amortization of the principal (which are updated by the IGP-DI inflation index) increase over the period, from R$ 28,828 for the first payment, to R$ 90,653 for the 61st – expressed in currency of September 30, 2008.

 

Under the Fourth Amendment the debt is to be amortized by means of retention of 65.00% of the minimum obligatory dividends payable to the state government. If the amount is not sufficient to amortize the portion becoming due, the retention may be of up to 65% of all and any amount of extraordinary dividends or Interest on Equity. These dividends retained are used to amortize the contract in the following order: (i) settlement of past due installments; (ii) settlement of the current installment for the current half-year; (iii) anticipated settlement of up to 2 installments; and, (iv) amortization of the debtor balance.

 

On September 30, 2008 the installments of the contract becoming due on December 31, 2008 and June 30, 2009 had already been amortized.

 

The signature of the Fourth Amendment to the contract provides that, so as to ensure complete receipt of the credits, the provisions of Clause 11 of the Bylaws must be obeyed – they define certain targets to be met annually in conformity with the Strategic Plan, which must be complied with.

 

Target

 

Index required

Debt/Ebitda

 

Less than 2 (1)

Debt/(Debt plus Stockholders’ equity)

 

Less than or equal to 40.00% (2)

Capital expenditure and acquisition of assets

 

Less than or equal to 40.00% of Ebitda

 


Ebitda = Profit before interest, taxes on profit, depreciation and amortization.

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

(2)   Less than or equal to 50% in certain situations established in the Bylaws.

 

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

 

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

 

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

 

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

 

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

 

33



 

The movement in the FIDC in the 2nd quarter of 2008 is as follows:

 

 

 

Consolidated
and Holding
company

 

 

 

 

 

Balance on June 30, 2008

 

1,714,504

 

Monetary updating on the senior units

 

33,700

 

Monetary updating on the subordinated units

 

9,287

 

Amortization of the senior units

 

 

Balance on September 30, 2008

 

1,757,491

 

 

 

 

 

Composition of the FIDC on September 30, 2008

 

 

 

- Senior units held by third parties

 

954,333

 

 

 

 

 

- Subordinated units held by Cemig

 

801,698

 

Dividends held by the Fund

 

1,460

 

 

 

803,158

 

 

 

 

 

TOTAL

 

1,757,491

 

 

The dividends and Interest on Equity proposed by the Executive Board to the Board of Directors, to be distributed to stockholders for the business year 2007, are posted in Current liabilities. Of the dividends to be distributed, R$ 96,675 is payable to the Minas Gerais state government, and R$ 62,839 will be retained for repayment of part of the due receivables on the CRC.

 

c) Consolidation criterion of the FIDC

 

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

 

13) – REGULATORY ASSET – PIS/PASEP AND COFINS

 

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

 

Since this increase in the expense is to be restituted to the company through tariffs, the related credits were registered, in accordance with a criterion defined by Aneel, as a regulatory asset and there was a counterpart reduction in the expense on PIS, Pasep and Cofins taxes.

 

 

 

Consolidated

 

 

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

Cemig Distribuição

 

46,240

 

46,240

 

Cemig Geração e Transmissão

 

 

275

 

RME – Light

 

 

612

 

 

 

46,240

 

47,127

 

 

34



 

14) – INVESTMENTS

 

 

 

Consolidated

 

Holding company

 

 

 

09/30/2008

 

06/30/2008

 

09/30/2008

 

06/30/2008

 

 

 

 

 

 

 

 

 

 

 

In subsidiaries and jointly controlled companies

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

 

 

3,657,120

 

3,410,674

 

Cemig Distribuição

 

 

 

2,994,076

 

2,853,732

 

Rio Minas Energia Participações

 

 

 

361,859

 

333,603

 

Infovias

 

 

 

268,819

 

264,331

 

Gasmig

 

 

 

236,360

 

223,489

 

Rosal Energia

 

 

 

106,102

 

99,440

 

Sá Carvalho

 

 

 

113,334

 

106,911

 

Horizontes Energia

 

 

 

72,863

 

70,757

 

Usina Térmica Ipatinga

 

 

 

73,318

 

70,504

 

Cemig PCH

 

 

 

59,499

 

56,926

 

Cemig Capim Branco Energia

 

 

 

79,049

 

69,738

 

Companhia Transleste de Transmissão

 

 

 

14,071

 

14,012

 

UTE Barreiro

 

 

 

3,446

 

4,628

 

Companhia Transudeste de Transmissão

 

 

 

8,363

 

8,312

 

Usina Hidrelétrica Pai Joaquim

 

 

 

488

 

499

 

Companhia Transirapé de Transmissão

 

 

 

6,169

 

6,191

 

Transchile

 

 

 

24,063

 

16,511

 

Efficientia

 

 

 

7,945

 

6,533

 

Central Termelétrica de Cogeração

 

 

 

147

 

84

 

Companhia de Transmissão Centroeste de Minas

 

 

 

6,762

 

6,723

 

Cemig Trading

 

 

 

23,315

 

22,525

 

Empresa Paraense de Transmissão de Energia-ETEP

 

 

 

15,981

 

16,548

 

Empresa Norte de Transmissão de Energia-ENTE

 

 

 

30,481

 

28,256

 

Empresa Regional de Transmissão de Energia-ERTE

 

 

 

5,899

 

5,537

 

Empresa Amazonense de Transmissão de Energia-EATE

 

 

 

55,527

 

58,204

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

 

 

4,689

 

4,258

 

Axxiom Soluções Tecnológicas

 

 

 

1,892

 

2,058

 

 

 

 

 

8,231,637

 

7,760,984

 

 

 

 

 

 

 

 

 

 

 

In consortia

 

1,098,881

 

1,082,603

 

 

 

Goodwill on acquisition of the stake in Infovias

 

 

 

2,238

 

2,517

 

Goodwill on acquisition of the stake in Rosal Energia

 

 

 

34,535

 

35,917

 

Goodwill on acquisition of the stake in EPTE

 

 

 

25,455

 

25,736

 

Goodwill on acquisition of the stake in ENTE

 

 

 

37,811

 

38,202

 

Goodwill on acquisition of the stake in ERTE

 

 

 

8,659

 

8,748

 

Goodwill on acquisition of the stake in EATE

 

 

 

143,640

 

144,584

 

Goodwill on acquisition of the stake in ECTE