Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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

 

For the month of May 2009

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F x  Form 40-F o

 

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

 

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

 

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

 

Yes  o  No  x

 

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

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Earnings Release 1st Quarter 2009, Companhia Energética de Minas Gerais – CEMIG

 

 

 

2.

 

Quarterly Financial Information for the quarter ended March 31, 2009, Companhia Energética de Minas Gerais – CEMIG

 

 

 

3.

 

Quarterly Financial Information for the quarter ended March 31, 2009, Cemig Distribuição S.A.

 

 

 

4.

 

Quarterly Financial Information for the quarter ended March 31, 2009, Cemig Geração e Transmissão S.A.

 

 

 

5.

 

Minutes of the Ordinary and Extraordinary General Meetings of Stockholders, Companhia Energética de Minas Gerais – CEMIG, April 29, 2009

 

 

 

6.

 

Market Announcement regarding Voluntary Dismissal Program, Companhia Energética de Minas Gerais – CEMIG, May 8, 2009

 

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SIGNATURES

 

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

 

 

COMPANHIA ENERGETICA DE MINAS GERAIS — CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

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

 

Date:  May 19, 2009

 

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1.                                                               Earnings Release 1st Quarter 2009, Companhia Energética de Minas Gerais – CEMIG

 

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Brazil’s Best Electricity

 

 

EARNINGS RELEASE

 

1Q09

 

Companhia Energética de Minas Gerais

 

“Cemig H”

(Holding Company)

 

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Cemig’s CEO, Djalma Bastos de Morais, says:

 

“Our exceptional result in the first three months of 2009 reflects the success of our Long-term Strategic Plan and the strategy specified in it, which by focusing on the long-term gives Cemig an unparalleled position at this moment in the Brazilian economy, rewarding its stockholders with solid and consistent results.

 

We have successfully concluded two major acquisitions, which as well as adding value to the Company’s business, position Cemig as the leader in the Brazilian electricity sector.

 

In spite of the recent deterioration in world economic conditions we have maintained our economic and financial planning, including capital expenditure, amortizations of debt and payment of dividends.

 

This comfortable situation is the result of a group of strategies which range from the maintenance of a balanced portfolio of business to our financial discipline, including our electricity sales strategy, which succeeded in mitigating the lower revenue of our distribution Company arising from the revision of its tariff levels. We continued to “do our homework”, growing in all sectors in a balanced fashion, with a focus on operational excellence and reduction of expenses, mitigating risks and taking advantage of all the synergies that a Company with integrated businesses and of Cemig’s scale offers.

 

Finally, the results presented here show that we are on the right path, and that the decisions taken in recent years are constantly adding value to our business, making Cemig an increasingly strong, solid Company with efficient corporate management”.

 

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Cemig’s CFO, Luiz Fernando Rolla, comments as follows:

 

“In the first quarter of 2009 our Company continues to report consistent, robust cash flow, as a result of our effort, in our operations, incessantly and continually to add value to our businesses.

 

Our adjusted Ebitda was R$ 974 million, with Ebitda margin of 38%, boosted by our policy of maintaining high levels of operational efficiency, and a level of excellence evidenced by our net Income, which when adjusted for non-recurring effects was R$ 463 million in this first quarter of 2009.

 

This new level of cash flow is in line with the figures estimated in our financial projections and in the Long-term Strategic Plan, reflecting the correctness of our strategy of growth via acquisitions and new projects, within the process of consolidation of the sector.

 

Cemig Distribution’s Tariff Review, and its non-recurring effects, are recorded in this quarter, but their impact on our result is mitigated by our portfolio of businesses – since the Cemig Group is made up of 49 companies and 10 consortia, with synergy between their operations, and is increasingly profitable, with a position of lower risk and greater stability of long-term results.

 

Our solid cash position of R$ 2.7 billion enables the execution of our Strategic Plan, our dividend policy and our management of debt, along with execution of planned capital expenditure, including investments associated with acquisition opportunities.

 

The excellent results which we now present show that we continue to add value, continuously and sustainably, to all our stockholders and stakeholders. The highlights of this quarter are on the next page.”

 

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·                                         CEMIG – HIGHLIGHTS of 1Q09

 

(Thousands of Reais except where otherwise indicated)

 

·

Adjusted Ebitda:

R$

 974 million

 

 

 

 

 

·

Adjusted net Income:

R$

463 million

 

 

 

 

 

·

Net sales revenue:

R$

2.6 billion

 

 

 

 

 

·

Cash position:

R$

2.7 billion

 

 

 

 

 

·

Volume sold in 1Q09:

14,552 GWh

 

 

 

 

·

Our stock prices: changes in the last twelve months:

 

 

 

Close of
1Q09

 

Close of
1Q08

 

Change
%

 

CMIG 4

 

R$ 26.10

 

R$ 22.21

 

+17.51

 

CMIG 3

 

R$ 19.36

 

R$ 18.99

 

+1.94

 

CIG

 

US$ 14.17

 

US$ 16.16

 

-12.31

 

CIG.C

 

US$ 11.00

 

US$ 15.71

 

-29.98

 

XCMIG

 

€ 11.15

 

€ 11.27

 

-1.06

 

 

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·                                         Economic summary

 

 

 

 

 

1Q09

 

1Q08

 

Change (%)

 

Energy sold*

 

GWh

 

14,552

 

14,018

 

4%

 

Gross revenue

 

R$ mn

 

3,727

 

4,203

 

-11%

 

Adjusted net revenue

 

R$ mn

 

2,580

 

2,693

 

-4%

 

Adjusted Ebitda

 

R$ mn

 

974

 

1,023

 

-5%

 

Adjusted net Income

 

R$ mn

 

463

 

452

 

2%

 

 


* Includes figures for Light S.A.

 

·                                         Non-recurring effects in 1Q09

 

Tariff Review — final figures

 

In March 2009, Aneel homologated the final result of the Tariff review of Cemig Distribuição, with effects backdated to April 2008.

 

The final figures result in an average reduction of 19.62% in the tariffs of Cemig Distribuição, compared to an average reduction, applied provisionally in April 2008, of 18.09%.

 

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

 

The effects in the results are related principally to reduction in the value of the “Reference Company”, used as the basis for reimbursement of the Company’s manageable costs, and also of the review by Aneel of the criterion for calculation of the reimbursement, in the tariff, of the financial regulatory assets. This resulted in discounting of the amounts which, in the

 

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Regulator’s view, were included in excess in recording of the Company’s Tariff Adjustment in 2008

 

This table shows the summary of the non-recurring effects, and the adjusted results:

 

Net Income and Ebitda Adjusted - CEMIG Consolidated

Summary of the non-recurring effects

 

Valores R$ milhões

 

1T09

 

1T08

 

D%

 

Lucro Líquido

 

336

 

490

 

-31

%

(a) Revisão tarifária - receíta liquida

 

141

 

(41

)

 

 

(b) Revisão tarifária - despesa operacional

 

(14

)

3

 

 

 

Lucro Líquido ajustado

 

463

 

452

 

2,5

%

LAJIDA

 

781

 

1.081

 

-28

%

(a) Revisão tarifária - receita líquida

 

214

 

(62

)

 

 

(b) Revisão tarifária - despesa operacional

 

(21

)

4

 

 

 

LAJIDA ajustado

 

974

 

1.023

 

-5

%

 

From this point onward in the analysis below, unless otherwise indicated all references to Net revenue, Ebitda and Net Income refer to the reported figure, not the adjusted figure.

 

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·                                         Our consolidated electricity market

 

Our consolidated sales in 1Q09 totaled 14,552 GWh, 4% more than in 1Q08.

 

This market can be separated into three segments: sales to final consumers, sales to other concession holders, and sales on the wholesale Electricity Trading Chamber (CCEE).

 

Sales to final consumers

 

Our market in sales to final consumers was 1.6% smaller in 1Q09 than in 1Q08, mainly because consumption by the industrial category of consumers was 8.3% lower – while strong growth continued in the residential and commercial consumer categories.

 

The lower figure directly reflects lower economic activity throughout Brazil and specifically in the State of Minas Gerais, which because it has a strong industrial base, principally in commodities and steel, showed a considerable reduction in its rate of economic growth.

 

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This table shows the breakdown of our sales to final consumers and YoY changes from 1Q08 to 1Q09:

 

 

 

MWh

 

 

 

Electricity volume sold

 

1Q09

 

1Q08

 

D%

 

Residential

 

2,446,236

 

2,236,580

 

9.4

%

Industrial

 

5,593,627

 

6,101,503

 

-8.3

%

Commercial

 

1,566,568

 

1,477,530

 

6.0

%

Rural

 

455,518

 

456,423

 

-0.2

%

Other

 

896,961

 

868,874

 

3.3

%

Electricity sold to final consumers (MWh)

 

10,958,930

 

11,140,910

 

-1.6

%

Own consumption

 

12,815

 

13,106

 

-2.2

%

Supply to other concession holders

 

2,748,037

 

2,712,266

 

1.3

%

Transactions in electricity on the CCEE

 

832,304

 

152,163

 

447

%

TOTAL

 

14,552,086

 

14,018,445

 

3.8

%

 

This chart shows electricity sales by category of consumer:

 

Sales to final consumers (%)

 

 

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Supply to other concession holders

 

Due to the lower demand from industrial consumers, at the end of 2008 Cemig began to give priority to sales in the regulated market – where sales to other electricity distributors are made.

 

This is reflected by the 1.3% increase in wholesale supply to other concession holders, with a total value of 2,748 GWh in 1Q09. This selling strategy, allied to good selling prices, enabled the Cemig Group to mitigate part of the adverse effects produced by the reduction in demand from industry.

 

Sales on the CCEE (Electricity Trading Chamber)

 

In view of the reduction in the demand for electricity from its free consumers, sending reallocated the electricity in the short-term market, through sales on the CCEE, that increased to, due to the higher assured energy in the quarter according the criteria of the interconnected operation of the Hydro Power Plants.

 

In the first quarter of 2009 these sales totaled 832,304 MWh, 447% more than in 1Q08.

 

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·                                        Electricity market: Distribution

 

Cemig D

 

The electricity market of Cemig Distribution (“Cemig D”) showed a substantial increase, of 4.68%, in 1Q09, due to a strong increase in consumption by the residential and commercial consumer categories.

 

Towards the end of 2008 consumption by industry began to fall significantly, and it was nearly 21% lower in 1Q09 than in 4Q08 – though only 3.43% lower in 1Q09 than in 1Q08.

 

The table shows Cemig D’s sales by consumer category:

 

 

 

MWh

 

 

 

Electricity sales Cemig D

 

1Q09

 

1Q08

 

D%

 

Residential

 

1,905

 

1,730

 

10.12

 

Industrial

 

1,183

 

1,225

 

-3.43

 

Commercial

 

1,160

 

1,085

 

6.91

 

Rural

 

452

 

453

 

-0.22

 

Other

 

707

 

673

 

5.05

 

TOTAL

 

5,408

 

5,166

 

4.68

 

 

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Cemig D – Breakdown of sales by consumer type (%)

 

 

RME – LIGHT

 

The table below shows the sales of Light SESA, a distribution Company operating in Rio de Janeiro State and controlled by Rio Minas Energia (RME), in which Cemig holds a 25% interest.

 

Light’s sales (of which Cemig consolidates 25%, representing its holding in RME), at 1,251 GWh, were 4% higher in 1Q09 than 1Q08. The fall in consumption by industry was offset by growth in the residential and commercial categories.

 

The main reason for the higher volume sold was climatic – higher average temperature, increasing the demand by the residential sector, in spite of interruption of billing of Energia Plus, which is a package offered to large clients with their own generation capacity during peak consumption hours.

 

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MWh

 

 

 

Electricity sales – Light

 

1Q09

 

1Q08

 

D%

 

Residential

 

541

 

507

 

7

%

Industrial

 

108

 

113

 

-4

%

Commercial

 

396

 

383

 

3

%

Other

 

206

 

202

 

2

%

TOTAL

 

1,251

 

1,205

 

4

%

 

For more details on Light’s sales see:

 

http://www.mzweb.com.br/light/web/arquivos/Light_Press_Release_1T09_eng.pdf

 

·             The electricity market: Generation

 

Cemig GT

 

Cemig sold 7,923 GWh in 1Q09, 4.1% more than in 1Q08 (7,610 GWh).

 

The increase in the sales volume figure reflects reallocation of sales from the free market to the regulated market and on the CCEE. This strategy enabled the Company to mitigate the effects of the decrease in the rate of growth of the economy of Brazil, and of the State of Minas Gerais.

 

With this successful strategy Cemig GT achieved net revenue 7% higher in 1209 than in 1Q08. It is important to note that the Company seeks at all times to minimize the risk related to the sale of energy, seeking contracts for the long term and with low flexibility (high “Take or Pay”) – this creates greater predictability and less dependence by the Company on the performance of the market in the short-term.

 

This table gives the breakdown of Cemig GT’s sales by volume:

 

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MWh

 

 

 

Sales of Cemig GT

 

1Q09

 

1Q08

 

D%

 

Free consumers

 

4.137

 

4,493

 

-7.92

 

Wholesale supply

 

3,013

 

2,980

 

+1,11

 

TOTAL

 

7,923

 

7,610

 

+3,7

 

 

Independent power producers

 

Cemig is a partner in eight Independent Power Producers, whose sales in 1Q09 were 13% lower year-on-year, reflecting the reduction in sales to the commercial consumer category. This reduction was partly attenuated by the start up of the Cachoeirão plant, which added 8 GWh in independent generation sales.

 

 

 

GWh

 

 

 

Independent Generation – sales

 

1Q09

 

1Q08

 

D%

 

Horizontes

 

16

 

22

 

-27

 

Ipatinga

 

44

 

84

 

-48

 

Sá Carvalho

 

110

 

118

 

-7

 

Barreiro

 

23

 

25

 

-8

 

Cemig PCH S.A

 

29

 

32

 

-9

 

Rosal

 

55

 

55

 

0

 

Capim Branco

 

122

 

131

 

-7

 

Cachoeirão

 

8

 

 

 

Sales on the CCEE

 

26

 

6

 

+333

 

TOTAL

 

433

 

473

 

-8

%

 

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·             Consolidated operational revenue

 

R$ million

 

1Q09

 

1Q08

 

D%

 

Sales to final consumers

 

3,041

 

3,257

 

-7

 

TUSD

 

274

 

309

 

-11

 

Effect of the Definitive Tariff Adjustment

 

(265

)

 

 

Subtotal

 

3,050

 

3,566

 

-14

 

Wholesale sales, and transactions on CEEE

 

360

 

319

 

13

 

Revenue for use of the transmission grid

 

179

 

172

 

4

 

Retail supply of gas

 

72

 

92

 

-22

 

Others

 

66

 

54

 

22

 

Subtotal

 

3,727

 

4,203

 

-11

 

Deductions

 

(1,361

)

(1,448

)

-6

 

Net sales revenue

 

2,366

 

2,755

 

-14

 

 

Gross revenue from supply of electricity

 

Final consumers

 

Gross revenue from supply of electricity in 1Q09 was R$ 3,136,503, 12.27% less than the revenue of R$ 3,575,243 in 1Q08.

 

This increase was basically due to the following factors:

 

·                  Tariff readjustment of Cemig Distribution (Cemig D), with an average reduction of 12.24% in consumer tariffs, starting from April 8, 2008.

·                  Volume of energy invoiced to final consumers 1.6% lower (this excludes Cemig’s own internal consumption).

·                  Regulatory liabilities arising from the Company’s Tariff Review, backdated to 2009, representing reduction of R$ 213,803 in gross revenue.

 

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·                  Contractual increases in average tariff charged by Cemig GT due to contractual increases (mainly indexed to IGP-M inflation index).

 

Supply to other concession holders

 

Revenues from energy sold to other concession holders, “bilateral contracts”, and sales in the wholesale energy market (CCEE) totaled R$ 359,504 in 1Q09, 12.82% more than in 1Q08 (R$ 318,649). This is basically due to sales, in these markets, of part of the electricity previously sold to industrial consumers – reflecting the reduction in these consumers’ demand as a result of the impact of the recession on industry.

 

Revenue from use of the network

 

Revenue from use of the network was 6.13%, or R$ 29,500, lower year-on-year in 1Q09, at R$ 452,092, compared to R$ 481,592 in 1Q08. This revenue comes mainly from charges to free consumers on electricity sold by other agents of the electricity sector, and was lower due to lower volume of transport of electricity to these free consumers, reflecting the effect of the recession on Brazilian manufacturing output.

 

A breakdown of the balance is in Explanatory Note 25 to the Consolidated Quarterly Information.

 

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·             Ebitda

 

Adjusted Ebitda in the first 3 months of 2009 was R$ 974 million, 4.79% less than in 1Q08 (R$ 1,023 million).

 

Cemig’s recorded Ebitda in 1Q09 was R$ 780,684, 27.81% lower than in 1Q08, which posted Ebitda of R$ 1,081,448.

 

As part of the tariff review of Cemig D, Aneel included in the tariff to be applied as from April 8, 2009 certain financial items relating to previous business years which resulted in the recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be applied in the period April 8, 2009 to April 7, 2010.

 

The financial items mentioned relate principally to reduction of the costs of the “Reference Company” used by Aneel in calculating reimbursement to the Company of its controllable costs, with effect backdated to April 2008. Recognition of this non-recurring item results in a negative contribution of R$ 192,816 to Ebitda.

 

In the previous period the company also made non-recurring adjustments relating to the tariff review, but they had positive effect in the income statement.

 

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This table shows these non-recurring adjustments:

 

 

 

1Q09

 

1Q08

 

Change,
% %

 

Net Income

 

336,242

 

490,280

 

(31.42

)

+ Provision for current and deferred income tax and Social Contribution

 

187,999

 

276,097

 

(31.91

)

+ Employees’ and managers’ shares in results

 

27,424

 

22,058

 

24.33

 

+ Financial revenues (expenses)

 

37,757

 

79,112

 

(52.27

)

+ Depreciation and amortization

 

171,042

 

201,481

 

(15.11

)

+ Minority interests

 

20,220

 

12,420

 

62.80

 

EBITDA

 

780,684

 

1,081,448

 

(27.81

)

Non-recurring items:

 

 

 

 

 

 

 

- Tariff review – Net revenue

 

213,803

 

(62,464

)

 

+ Tariff review – Operational expense

 

(20,987

)

4,330

 

 

= ADJUSTED EBITDA

 

973,500

 

1,023,314

 

(4.87

)

(Method of calculation not reviewed by our external auditors.)

 

·             Net Income

 

Adjusted net Income in 1Q08 was R$ 463 million, 2.5% higher than in 1Q08 (R$ 452 million).

 

Cemig reported a recorded 1Q09 net Income of R$ 336,242, which is 31.42% lower than its 1Q08 net Income of R$ 490,280.

 

This lower Income reflects, mainly, extraordinary adjustments in the first quarter of 2009 as a result of the definitive value decided by Aneel for the Company’s Tariff Review, which had a negative impact of R$ 127 million on the result. An extraordinary positive adjustment, of R$ 38 million, was made to the income statement of 1Q08, also related to the tariff review.

 

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·             Deductions from operational revenues

 

Deductions from operational revenues in 1Q08 totaled R$ 1,360,541, 6.07% less than in 1Q08 (R$ 1,448,478).

 

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

 

Fuel Consumption Account – CCC

 

The deduction from revenue for the CCC was R$ 122.62 million in 1Q09, compared to R$ 77.23 million in 1Q08, i. e. 58.78% higher. This refers to the operational costs of thermal plants in the Brazilian grid and isolated systems, split pro-rata between electricity concession holders by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the Company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed on to Eletrobrás.

 

Energy Development Account – CDE

 

The deduction from revenue for the CDE was R$ 93,462 in 1Q09, 4.03% lower than in 1Q08 (R$ 97,387). The payments are specified by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the Company merely passes through the charge since the CCC is charged to free consumer on the invoice for the use of the grid and passed on to Eletrobrás.

 

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

 

·             Non-controllable costs

 

Differences between the non-controllable costs assumed in calculating tariff adjustments, and disbursements actually made, are recorded in an account known as the CVA (cost variation account), and their total is offset in subsequent tariff adjustments. CVA amounts are registered in Current and Non-current assets. Complying with the Aneel Chart of Accounts, some items are allocated as Deductions from operational revenue. Further information is given in Explanatory note No. 8 to the Quarterly Information.

 

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

 

·             Operational costs and expenses

(excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding net financial revenue (expenses)) totaled R$ 1,756,680 in 1Q09, 6.30% less than in 1Q08 (R$ 1,874,692). This result basically reflects lower costs of purchase of electricity, post-employment benefits and depreciation. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

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

 

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Personnel expenses

 

Personnel expenses totaled R$ 298.02 million in 1Q09, 4.80% higher than in 1Q08 (R$ 284.36 million). The total reflects these factors:

 

·                  Salary adjustment of 7.26% given to the employees of the holding Company, of Cemig D and Cemig GT in November 2008.

 

·                  Provision for the Voluntary Dismissal Program (PPD), in the amount of R$ 6.11 million, in 1Q08, compared to a reversal of provision, of R$ 2.22 million, in 1Q09.

 

·                  Higher transfer of costs from personnel expenses to works in progress (R$ 25.86 million in 1Q09, vs. R$ 19.19 million in 1Q08) due to the higher capital expenditure program in 2009.

 

Further information on the composition of personnel expenses is given in Explanatory Note 28 to the Quarterly Information.

 

Electricity bought for resale

 

Expenses on electricity purchased for resale totaled R$ 671.84 million in 1Q09, 7.38% less than in 1Q07 (R$ 725,366). This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in 1Q09 was R$ 204.19 million in 1Q09, 18.49% more than in 1Q08 (R$ 172.32 million).

 

These charges are payable by distribution and generation agents for use of the facilities and components of the national grid, and are set by Aneel resolution. This is a non-controllable cost, with the deduction from revenue recorded corresponding to the value effectively passed through to the tariff.

 

24



Table of Contents

 

Depreciation and amortization

 

Expense on depreciation and amortization was 15.11% lower, at R$ 171,042, in 1Q09, than in 1Q08 (R$ 201,481). This result is substantially due to the depreciation applied to the “Special Obligations” as from April 2008, the start of the second Tariff Review Cycle.

 

Post-employment obligations

 

Expenses on post-employment obligations were 44.89% lower, at R$ 33.987 million, in 1Q09, than in 1Q08 (R$ 61.668 million). These expenses basically represent interest on the actuarial liabilities of the Company, net of the expected return on pension plan assets, as estimated by an external actuary. The reduction in this expense reflects the reduction in the updated value of the obligations recorded, as a result of the increase in the interest rate used to discount these obligations to present value.

 

Operational provisions

 

Operational provisions in 1Q09 totaled R$ 53,487, 44.49% less than in 1Q08 (R$ 96,353). The difference reflects a lower provision for doubtful receivables and litigation contingencies in 2009. See more information in Expansion in its 22 and 28 of the Consolidated Quarterly Information.

 

25



Table of Contents

 

Gas purchased for resale

 

The cost of gas purchased for resale was R$ 39.314 million in 1Q09, 26.41% lower than in 1Q08 (R$ 53.420 million). This reflects lower purchases of gas in 2009, in turn reflecting the effect of the recession on industry.

 

Outsourced services

 

Expenses on outsourced services in 1Q09 were R$ 160.66 million, 10.99% higher than in 1Q08 (R$ 144.75 million). The difference mainly reflects higher expenditure on maintenance and conservation of electricity facilities and increases in service provision contracts.

 

·                                         Financial revenues (expenses)

 

The Company posted net financial expenses of R$ 37.76 million for 1Q09, which compares with net financial expenses of R$ 79.11 million in 1Q08. The main factors affecting net financial revenues (expenses) were:

 

·                  Revenue from cash investments was 23.24% higher in 1Q09, due to a higher volume of cash invested. In 1Q09 this revenue was R$ 66.38 million, compared to R$ 53.86 million in 1Q08.

 

·                  Revenue from penalty payments on electricity invoices in arrears in 1Q09, at R$ 27.51 million, was R$ 23.20 million less than in 1Q08 (R$ 50.708 million). This difference is mainly due to higher revenue in Cemig D in 1Q08, on settlement of accounts of large industrial consumers for previous years, in which the value of the principal was considerably less than the amount added in payments for arrears.

 

·                  Revenue from monetary updating on the General Agreement for the Electricity Sector 65.83% lower, at R$ 15,446 in 1Q09, compared to R$ 45,206 in 1Q08 — reflecting the lower value of the regulatory

 

26



Table of Contents

 

assets in 2009, due to the values of the principal regulatory assets previously constituted having been amortized.

 

·                  Revenue from monetary updating and interest on the Deferred Tariff Adjustment 93.14% lower, at R$ 1.78 million, in 1Q09, than in 1Q08 (R$ 25.90 million), due to the reduction of the asset by receipt of amounts receivable, in electricity invoices. For more information please see Explanatory Note 11 to the Consolidated Quarterly Information (ITR).

 

·                  Lower Monetary adjustment on loans and financings, at R$ 3.82 million in 1Q09 compared with R$ 24.02 million in 1Q08 – reflecting higher variation in inflation indices in 1Q09 than in 1Q08.

 

·                  Reversal of a provision of R$ 8.72 million for losses on “free energy”, which compares with a provision of R$ 15.99 million made in 1Q08 – this results from an adjustment in the estimate for receipt of amounts from distributors.

 

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

 

                                   Income tax and Social Contribution tax

 

Cemig’s expenses on income tax and the Social Contribution tax in 1Q09 totaled R$ 187,999, on Income of R$ 571,885, before tax effects, a percentage of 32.87%. In 1Q08, the Company posted expenses on income tax and Social Contribution of R$ 276,097 million, 34.48% of the pre-tax Income of R$ 800,855. These effective rates are compared with the nominal rates in Note 10 to the Consolidated Quarterly Information.

 

27



Table of Contents

 

·                                         Disclaimer

 

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

 

·                                         CONTACT:

 

 

Investor Relations

ri@cemig.com.br

 

Tel. +55-31-3506-5024

Fax +55-31-3506-5025

 

 

28



Table of Contents

 

CEMIG GT — Tables I to III

 

Chart I

 

Operating Revenues (consolidated) - CEMIG GT

Values in million of Reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Sales to end consumers

 

412

 

429

 

1,934

 

Supply

 

357

 

292

 

1,220

 

Revenues from Trans. Network + Transactions in the CCEE

 

151

 

150

 

617

 

Others

 

6

 

7

 

30

 

Subtotal

 

926

 

878

 

3,801

 

Deductions

 

(194

)

(195

)

(853

)

Net Revenues

 

732

 

683

 

2,948

 

 

Chart II

 

Operating Expenses (consolidated) - CEMIG GT

Values in millions of reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Personnel/Administrators/Councillors

 

69

 

64

 

260

 

Depreciation and Amortization

 

56

 

56

 

224

 

Charges for Use of Basic Transmission Network

 

72

 

64

 

272

 

Contracted Services

 

24

 

17

 

114

 

Forluz — Post-Retirement Employee Benefits

 

7

 

12

 

48

 

Materials

 

3

 

3

 

17

 

Royalties

 

35

 

31

 

127

 

Operating Provisions

 

 

 

1

 

Other Expenses

 

14

 

25

 

102

 

Purchased Energy

 

27

 

(9

)

83

 

Raw material for production

 

 

22

 

83

 

Total

 

307

 

285

 

1,331

 

 

Chart III

 

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

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Net Revenue

 

732

 

683

 

2,948

 

Operating Expenses

 

(307

)

(285

)

(1,248

)

EBIT

 

425

 

398

 

1,700

 

EBITDA

 

481

 

454

 

1,924

 

Financial Result

 

(50

)

(80

)

(245

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(137

)

(107

)

(383

)

Employee Participation

 

(6

)

(5

)

(86

)

Net Income

 

232

 

206

 

986

 

 

29



Table of Contents

 

CEMIG D - Tables I to IV

 

Chart I

 

CEMIG D Market

 

 

 

(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD
ENERGY(1)

 

T.E.D(2)

 

TUSD
PICK(3)

 

1Q06

 

4,856

 

4,053

 

8,909

 

17.4

 

2Q06

 

4,986

 

4,207

 

9,193

 

17.8

 

3Q06

 

5,069

 

4,286

 

9,355

 

18.1

 

4Q06

 

5,059

 

4,194

 

9,253

 

18.2

 

1Q07

 

4,912

 

4,128

 

9,040

 

18.5

 

2Q07

 

5,267

 

4,438

 

9,705

 

19.1

 

3Q07

 

5,165

 

4,516

 

9,681

 

19.8

 

4Q07

 

5,350

 

4,457

 

9,807

 

20.0

 

1Q08

 

5,175

 

4,082

 

9,257

 

20.5

 

2Q08

 

5,494

 

4,364

 

9,858

 

20.5

 

3Q08

 

5,766

 

4,597

 

10,363

 

21.2

 

4Q08

 

5,823

 

4,368

 

10,191

 

21.4

 

1Q09

 

5,408

 

3,269

 

8,677

 

20.6

 

 


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

2.                         Total electricity distributed

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

 

Chart II

 

Operating Revenues (consolidated) - CEMIG D

Values in million of Reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Sales to end consumers

 

1,803

 

2,338

 

8,547

 

TUSD

 

262

 

315

 

1,397

 

Subtotal

 

2,065

 

2,653

 

9,944

 

Others

 

32

 

23

 

80

 

Subtotal

 

2,097

 

2,676

 

10,024

 

Deductions

 

(911

)

(1,028

)

(3,877

)

Net Revenues

 

1,186

 

1,648

 

6,147

 

 

Chart III

 

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

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Purchased Energy

 

506

 

578

 

2,417

 

Personnel/Administrators/Councillors

 

201

 

195

 

748

 

Depreciation and Amortization

 

81

 

110

 

354

 

Charges for Use of Basic Transmission Network

 

120

 

120

 

459

 

Contracted Services

 

105

 

100

 

426

 

Forluz - Post-Retirement Employee Benefits

 

23

 

36

 

149

 

Materials

 

21

 

22

 

80

 

Operating Provisions

 

16

 

37

 

88

 

Other Expenses

 

28

 

32

 

173

 

Total

 

1,101

 

1,230

 

4,894

 

 

30



Table of Contents

 

Chart IV

 

Statement of Results (Consolidated) - CEMIG D

Values in millions of reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Net Revenue

 

1,186

 

1,648

 

6,147

 

Operating Expenses

 

(1,101

)

(1,230

)

(4,894

)

EBIT

 

85

 

418

 

1,253

 

EBITDA

 

166

 

528

 

1,606

 

Financial Result

 

(8

)

11

 

(7

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(18

)

(142

)

(274

)

Employee Participation

 

(19

)

(16

)

(263

)

Net Income

 

40

 

271

 

709

 

 

31



Table of Contents

 

Cemig consolidated - Tables I to XII

 

Chart I

 

Energy Sales (Consolidated)

 

 

 

Ner. of consumers

 

MWh

 

R$ thousand

 

 

 

1st Quarter

 

1st Quarter

 

1st Quarter

 

 

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

Residential

 

9,108,642

 

8,815,400

 

2,446,236

 

2,236,580

 

1,072,401

 

1,149,276

 

Industrial

 

86,506

 

86,349

 

5,593,627

 

6,101,503

 

869,588

 

891,848

 

Commercial

 

852,082

 

832,761

 

1,566,568

 

1,477,530

 

636,899

 

667,921

 

Rural

 

535,560

 

569,093

 

455,518

 

456,423

 

96,987

 

137,545

 

Others

 

77,338

 

73,496

 

896,981

 

868,874

 

261,082

 

269,672

 

Electricity sold to final consumers

 

10,660,128

 

10,377,099

 

10,958,930

 

11,140,910

 

2,936,957

 

3,116,262

 

Own Consumption

 

1,168

 

1,151

 

12,815

 

13,106

 

 

 

Low-Income Consumers Subsidy

 

 

 

 

 

144,203

 

41,142

 

Unbilled Supply, Net

 

 

 

 

 

(39,536

)

99,190

 

Supply

 

82

 

82

 

2,748,037

 

2,712,266

 

270,055

 

294,355

 

Transactions on the CCEE

 

 

 

832,304

 

152,163

 

89,449

 

24,294

 

Final result of CEMIG D second tariff review

 

 

 

 

 

(264,625

)

 

TOTAL

 

10,661,378

 

10,378,332

 

14,552,086

 

14,018,445

 

3,136,503

 

3,575,243

 

 

Chart II

 

Sales per Company

 

Cemig Distribution

 

1st Quarter 2009 Sales

 

GWh

 

Industrial

 

1,905

 

Residencial

 

1,183

 

Rural

 

1,160

 

Commercial

 

452

 

Others

 

707

 

Sub total

 

5,408

 

Wholesale supply

 

 

Total

 

5,408

 

 

Independent Generation

 

1st Quarter 2009 Sales

 

GWh

 

Horizontes

 

16

 

Ipatinga

 

44

 

Sá Carvalho

 

110

 

Barreiro

 

23

 

CEMIG PCH S.A

 

29

 

Rosal

 

55

 

Capim Branco

 

8

 

Total

 

433

 

 

Cemig Consolidated by Company

 

1st Quarter 2009 Sales

 

GWh

 

Participação

 

Cemig Distribution

 

5,408

 

37

%

Cemig GT

 

7,923

 

54

%

Wholesale Cemig Group

 

1,564

 

11

%

Wholesale Light Group

 

433

 

3

%

Independent Generation

 

(665

)

-5

%

RME

 

(82

)

-1

%

Total

 

14,581

 

100

%

 

Cemig GT

 

1st Quarter 2009 Sales

 

GWh

 

Free Consumers

 

4,137

 

Wholesale supply

 

3,013

 

Regulated Market (CCEAR)

 

2,354

 

Regulated Market (CCEAR) - Cemig Group

 

303

 

Sales to Trading Companies

 

356

 

CCEE (Spot)

 

773

 

Total

 

7,923

 

 

RME (25%)

 

1st Quarter 2009 Sales

 

GWh

 

Industrial

 

108

 

Residential

 

541

 

Commercial

 

396

 

Rural

 

3

 

Others

 

203

 

Wholesale supply

 

281

 

CCEE (Spot)

 

32

 

Total

 

1,564

 

 

32



Table of Contents

 

Chart III

 

Operating Revenues (consolidated)
Values in million of Reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Sales to end consumers

 

3,041

 

3,257

 

12,526

 

TUSD

 

274

 

309

 

1,432

 

 

 

(265

)

 

 

Subtotal

 

3,050

 

3,566

 

13,958

 

Supply + Transactions in the CCEE

 

360

 

319

 

1,159

 

Revenues from Trans. Network

 

179

 

172

 

719

 

Gas Supply

 

72

 

92

 

385

 

Others

 

66

 

54

 

267

 

Subtotal

 

3,727

 

4,203

 

16,488

 

Deductions

 

(1,361

)

(1,448

)

(5,598

)

Net Revenues

 

2,366

 

2,755

 

10,890

 

 

Chart IV

 

Operating Expenses (consolidated)
Values in R$ million

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Purchased Energy

 

672

 

725

 

2,960

 

Personnel/Administrators/Councillors

 

298

 

284

 

1,105

 

Depreciation and Amortization

 

171

 

201

 

715

 

Charges for Use of Basic Transmission Network

 

204

 

173

 

724

 

Contracted Services

 

161

 

145

 

676

 

Forluz — Post-Retirement Employee Benefits

 

34

 

62

 

264

 

Materials

 

26

 

48

 

105

 

Royalties

 

36

 

34

 

131

 

Gas Purchased for Resale

 

39

 

54

 

229

 

Operating Provisions

 

54

 

96

 

206

 

Raw material for production

 

 

 

70

 

Other Expenses

 

62

 

1,875

 

321

 

Total

 

1,757

 

986

 

7,506

 

 

33



 

Table of Contents

 

Chart V

 

Financial Result Breakdown
Values in millions of
reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Financial Revenues

 

209

 

248

 

1,094

 

Income from Investments

 

66

 

54

 

293

 

Fines on Energy Accounts

 

28

 

51

 

169

 

CRC Contract/State (interest + monetary variation)

 

40

 

39

 

154

 

Monetary variation of Extraordinary Tariff Recomposition and RTD

 

28

 

78

 

231

 

Exchange Rate Variations

 

21

 

3

 

13

 

PASEP/COFINS

 

(1

)

(4

)

(45

)

Financial Compensation RME

 

 

 

83

 

Adjustment to Present Value

 

1

 

 

18

 

Derivatives

 

1

 

7

 

31

 

Others

 

25

 

20

 

147

 

Financial Expenses

 

(247

)

(327

)

(1,188

)

Charges on Loans and Financing

 

(200

)

(195

)

(852

)

Monetary variation of Extraordinary Tariff Recomposition

 

(3

)

(17

)

(37

)

Exchange Rate Variations

 

2

 

(10

)

(135

)

Monetary Variarion Liabilities - Loans and Financing

 

(4

)

(24

)

(92

)

CPMF

 

 

(5

)

(4

)

Provision for Losses from Tariff Recomposition

 

9

 

(16

)

(25

)

Reversal of provision for PIS and Cofins taxes

 

(2

)

 

108

 

Losses from Derivatives

 

(21

)

(12

)

 

Other

 

(28

)

(48

)

(151

)

Financial Result

 

(38

)

(79

)

(94

)

 

Chart VI

 

Statement of Results (Consolidated)
Values in millions of reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

2008

 

Net Revenue

 

2,366

 

2,755

 

10,890

 

Operating Expenses

 

(1,757

)

(1,875

)

(7,506

)

EBIT

 

609

 

880

 

3,384

 

EBITDA

 

780

 

1,081

 

4,099

 

Financial Result

 

(38

)

(79

)

(94

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(188

)

(276

)

(914

)

Employee Participation

 

(27

)

(22

)

(370

)

Minority Shareholders

 

(20

)

(13

)

(119

)

Net Income

 

336

 

490

 

1,887

 

 

34



Table of Contents

 

Chart VII

 

Statement of Results (Consolidated) - per Company
Values in millions of
reais

 

 

 

Cemig H

 

Cemig D

 

Cemig GT

 

 

 

1st Q. 2009

 

1st Q. 2008

 

1st Q. 2009

 

1st Q. 2008

 

1st Q. 2009

 

1st Q. 2008

 

Net Revenue

 

2,366

 

2,755

 

1,186

 

1,648

 

732

 

683

 

Operating Expenses

 

(1,757

)

(1,875

)

(1,101

)

(1,230

)

(307

)

(285

)

EBIT

 

609

 

880

 

85

 

418

 

425

 

398

 

EBITDA

 

780

 

1,081

 

166

 

528

 

481

 

454

 

Financial Result

 

(38

)

(79

)

(8

)

11

 

(50

)

(80

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(188

)

(276

)

(18

)

(142

)

(137

)

(107

)

Employee Participation

 

(27

)

(22

)

(19

)

(16

)

 

 

Minority Shareholders

 

(20

)

(13

)

 

 

232

 

206

 

Net Income

 

336

 

490

 

40

 

271

 

232

 

206

 

 

Chart VIII

 

Related party transactions
Values in millions of reais

 

 

 

State of Minas
Gerais Government

 

 

 

1st Q. 2009

 

2008

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Customers and distributors

 

2

 

2

 

Tax Recoverable -

 

 

 

State VAT recoverable

 

172

 

165

 

Noncurrent assets

 

 

 

Accounts receivable from Minas Gerais State Government

 

1,701

 

1,801

 

Tax Recoverable -

 

80

 

79

 

VAT recoverable

 

 

 

Customers and distributors

 

10

 

17

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

Taxes, fees and charges

 

 

 

VAT - ICMS payable

 

287

 

281

 

Interest on capital and Dividends

 

 

 

Debentures

 

34

 

33

 

Credit Receivables Fund (FDIC)

 

951

 

990

 

Financing

 

10

 

20

 

 

35



Table of Contents

 

Chart IX

 

Share Ownership

 

Number of shares as of march 31, 2009

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

State of Minas Gerais

 

110,540,576

 

51

 

 

 

110,540,576

 

22

 

Southern Electric Brasil Part. Ltda.

 

71,506,613

 

33

 

 

 

71,506,613

 

14

 

Other:

 

 

 

 

 

 

 

Local

 

22,339,967

 

10

 

81,593,702

 

29

 

103,933,669

 

21

 

Foreigners

 

12,536,238

 

6

 

197,784,417

 

71

 

210,320,655

 

42

 

Total

 

216,923,394

 

100

 

279,378,119

 

100

 

496,301,513

 

100

 

 


Southern Electric Brasil Participações Ltda

 

Chart X

 

BALANCE SHEETS (CONSOLIDATED)
ASSETS

Values in millions of reais

 

 

 

1st Q. 2009

 

2008

 

CURRENT ASSETS

 

7,995

 

7,677

 

Cash and Cash Equivalents

 

2,706

 

2,284

 

Consumers and Distributors

 

2,155

 

2,042

 

Consumers — Rate Adjustment

 

303

 

329

 

Dealership - Energy Transportation

 

414

 

463

 

Dealers - Transactions on the MAE

 

16

 

15

 

Tax Recoverable

 

980

 

844

 

Materials and Supplies

 

37

 

36

 

Prepaid Expenses - CVA

 

579

 

779

 

Tax Credits

 

297

 

189

 

Regulatory Assets

 

 

46

 

Deferred Tariff Adjustment

 

15

 

133

 

Other

 

493

 

517

 

NONCURRENT ASSETS

 

4,298

 

3,956

 

Account Receivable from Minas Gerais State Government

 

1,771

 

1,801

 

Consumers — Rate Adjustment

 

165

 

219

 

Prepaid Expenses - CVA

 

666

 

297

 

Tax Credits

 

702

 

748

 

Dealers - Transactions on the MAE

 

11

 

4

 

Recoverable Taxes

 

285

 

272

 

Escrow Account re: Lawsuits

 

439

 

382

 

Consumers and Distributors

 

85

 

90

 

Other Receivables; Regulatory Assets; Deferred Tariff Adjustment

 

174

 

143

 

 

 

12,834

 

12,708

 

Investments

 

1,144

 

1,150

 

Property, Plant and Equipment

 

11,083

 

10,954

 

Intangible

 

607

 

604

 

TOTAL ASSETS

 

25,127

 

24,341

 

 

36



Table of Contents

 

Chart XI

 

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

 

 

 

1st Q. 2009

 

2008

 

CURRENT LIABILITIES

 

5,692

 

5,808

 

Suppliers

 

824

 

892

 

Taxes payable

 

810

 

627

 

Loan, Financing and Debentures

 

1,348

 

1,280

 

Payroll, related charges and employee participation

 

253

 

411

 

Interest on capital and dividends

 

960

 

960

 

Employee post-retirement benefits

 

101

 

83

 

Regulatory charges

 

425

 

488

 

Other Obligations - Provision for losses on financial instruments

 

559

 

578

 

Regulatory Liabilities - CVA

 

412

 

489

 

NON CURRENT LIABILITIES

 

9,384

 

8,839

 

Loan, Financing and Debentures

 

6,230

 

6,064

 

Employee post-retirement benefits

 

1,363

 

1,397

 

Taxes and social charges

 

445

 

372

 

Reserve for contingencies

 

691

 

662

 

Other

 

195

 

187

 

Prepaid expenses - CVA

 

460

 

157

 

PARTICIPATION IN ASSOCIATE COMPANIES

 

363

 

342

 

SHAREHOLDERS’ EQUITY

 

9,688

 

9,352

 

Registered Capital

 

2,482

 

2,482

 

Capital reserves

 

3,983

 

3,983

 

Income reserves

 

2,860

 

2,860

 

Acumulated Income

 

336

 

 

Funds for capital increase

 

27

 

27

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

25,127

 

24,341

 

 

Chart XII

 

Cash Flow Statement (consolidated)
Values in million of Reais

 

 

 

1st Q. 2009

 

1st Q. 2008

 

Cash at start of period

 

2,284

 

2,066

 

Cash from operations

 

638

 

633

 

Net income

 

336

 

490

 

Depreciation and amortization

 

171

 

201

 

Suppliers

 

67

 

188

 

Deferred Tariff Adjustment

 

119

 

100

 

Other adjustments

 

(55

)

(346

)

Financing activity

 

76

 

(94

)

Financing obtained

 

192

 

21

 

Payment of loans and financing

 

(116

)

(115

)

Investment activity

 

(292

)

(146

)

Investments outside the concession area

 

22

 

(12

)

Investments in the concession area

 

(337

)

(107

)

Special obligations - consumer contributions

 

23

 

(27

)

Cash at the end of period

 

2,706

 

2,459

 

 

37



Table of Contents

 

2.                                       Quarterly Financial Information for the quarter ended March 31, 2009, Companhia Energética de Minas Gerais – CEMIG

 

38



Table of Contents

 

 

 

CONTENTS

 

BALANCE SHEETS

 

40

INCOME STATEMENTS

 

42

STATEMENTS OF CASH FLOWS

 

43

 

 

 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

44

1) — OPERATIONAL CONTEXT

 

44

2) — PRESENTATION OF THE QUARTERLY INFORMATION

 

47

3) — CASH AND CASH EQUIVALENTS

 

49

4) — CONSUMERS AND RESELLERS

 

49

5) — REGULATORY ASSETS AND LIABILITIES

 

50

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

 

50

7) — TRADERS — TRANSACTIONS IN FREE ENERGY

 

52

8) — ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

53

9) — TAXES SUBJECT TO OFFSETTING

 

53

10) — TAX CREDITS

 

54

11) — DEFERRED TARIFF ADJUSTMENT

 

56

12) — CREDIT RECEIVABLES DUE FROM THE MINAS GERAIS STATE GOVERNMENT

 

56

13) — REGULATORY ASSET — PIS/PASEP AND COFINS

 

58

14) — INVESTMENTS

 

59

15) — FIXED ASSETS

 

64

16) — INTANGIBLE

 

65

17) — SUPPLIERS

 

65

18) — TAXES, CHARGES AND CONTRIBUTIONS

 

66

19) — LOANS, FINANCINGS AND DEBENTURES

 

67

20) — REGULATORY CHARGES

 

69

21) — POST-EMPLOYMENT OBLIGATIONS

 

69

22) — CONTINGENCIES FOR LEGAL PROCEEDINGS

 

72

23) — STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

78

24) — GROSS SUPPLY OF ELECTRICITY

 

78

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

 

79

26) — OTHER OPERATIONAL REVENUES

 

79

27) — DEDUCTIONS FROM OPERATIONAL REVENUE

 

79

28) — OPERATIONAL COSTS AND EXPENSES

 

80

29) — NET FINANCIAL REVENUE (EXPENSES)

 

82

30) — RELATED PARTY TRANSACTIONS

 

83

31) — FINANCIAL INSTRUMENTS

 

84

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

 

88

33) — SUBSEQUENT EVENTS

 

89

34) — INCOME STATEMENTS SEPARATED BY COMPANY

 

90

 

 

 

CONSOLIDATED ECONOMIC — FINANCIAL PERFORMANCE

 

91

 

39



Table of Contents

 

BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008

ASSETS

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

2,705,591

 

2,283,937

 

214,415

 

256,906

 

Consumers and traders (Note 4)

 

2,155,330

 

2,042,157

 

 

 

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

 

302,636

 

329,350

 

 

 

Concession holders — transport of energy

 

414,102

 

463,165

 

 

 

Taxes subject to offsetting (Note 9)

 

980,422

 

843,849

 

5,191

 

11,573

 

Anticipated expenses — CVA (Note 8)

 

579,414

 

778,545

 

 

 

Traders — Transactions in Free Energy (Note 7)

 

16,115

 

15,076

 

 

 

Tax credits (Note 10)

 

297,298

 

188,792

 

41,899

 

18,381

 

Dividends receivable

 

 

 

1,436,468

 

1,436,822

 

Regulatory asset — PIS, Pasep, Cofins (Note 13)

 

 

46,240

 

 

 

Deferred Tariff Adjustment (Note 11)

 

14,644

 

133,423

 

 

 

Inventories

 

36,817

 

35,830

 

17

 

17

 

Other credits

 

492,655

 

517,158

 

19,804

 

21,582

 

TOTAL, CURRENT

 

7,995,024

 

7,677,522

 

1,717,794

 

1,745,281

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

 

 

 

 

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

 

1,770,926

 

1,800,873

 

 

 

Regulatory asset — PIS, Pasep, Cofins (Note 13)

 

46,240

 

 

 

 

Credit Receivables Fund (Note 12)

 

 

 

820,008

 

810,593

 

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

 

165,296

 

218,688

 

 

 

ANTICIPATED EXPENSES — CVA (Note 8)

 

666,496

 

296,762

 

 

 

Tax credits (Note 10)

 

701,843

 

748,014

 

128,706

 

145,976

 

Traders — Transactions in Free Energy (Note 7)

 

10,640

 

4,107

 

 

 

Taxes subject to offsetting (Note 9)

 

284,935

 

272,052

 

189,477

 

174,109

 

Deposits linked to legal actions

 

438,834

 

382,176

 

88,946

 

87,831

 

Consumers and traders (Note 4)

 

84,781

 

90,529

 

 

 

Other credits

 

128,412

 

142,795

 

72,593

 

64,866

 

 

 

4,298,403

 

3,955,996

 

1,299,730

 

1,283,375

 

 

 

 

 

 

 

 

 

 

 

Investments (Note 14)

 

1.147.818

 

1,149,986

 

8,210,890

 

7,861,251

 

Property, plant and equipment (Note 15)

 

11,082,829

 

10,953,527

 

2,007

 

2,034

 

Intangible (Note 16)

 

602.813

 

604,437

 

2,247

 

2,543

 

TOTAL, NONCURRENT

 

17.085.863

 

16,663,946

 

9,514,874

 

9,149,203

 

TOTAL ASSETS

 

25,126,887

 

24,341,468

 

11,232,668

 

10,894,484

 

 

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

 

40



Table of Contents

 

BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008

 

LIABILITIES

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Suppliers (Note 17)

 

824,407

 

891,821

 

3,212

 

7,134

 

Regulatory charges (Note 20)

 

425,344

 

488,835

 

 

 

Profit shares

 

39,472

 

116,955

 

1,490

 

4,502

 

Taxes, charges and contributions (Note 18)

 

810,128

 

627,333

 

20,731

 

31,990

 

Interest on Equity and dividends payable

 

960,129

 

960,129

 

960,129

 

960,129

 

Loans and financings (Note 19)

 

912,515

 

881,880

 

9,417

 

6,740

 

Debentures (Note 19)

 

434,864

 

398,268

 

 

 

Salaries and mandatory charges on payroll

 

214,508

 

293,894

 

11,980

 

16,117

 

Regulatory liabilities — CVA (Note 8)

 

146,776

 

488,284

 

 

 

Regulatory liabilities — Tariff Review

 

264,626

 

 

 

 

Post-employment obligations (Note 21)

 

100,514

 

83,097

 

4,016

 

3,907

 

Provision for losses on financial instruments (Note 31)

 

120,048

 

98,628

 

 

 

Debt to related parties (Note 30)

 

 

 

10,406

 

10,003

 

Other obligations

 

438,896

 

478,947

 

18,903

 

20,623

 

TOTAL, CURRENT

 

5,692,227

 

5,808,071

 

1,040,284

 

1,061,145

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Regulatory Liabilities — CVA (Note 8)

 

459,537

 

156,883

 

 

 

Loans and financings (Note 19)

 

4,991,326

 

4,824,307

 

73,587

 

73,587

 

Debentures (Note 19)

 

1,238,430

 

1,240,283

 

 

 

Taxes, charges and contributions (Note 18)

 

444,684

 

371,385

 

 

 

Contingency provisions (Note 22)

 

690,570

 

661,935

 

378,886

 

355,153

 

Post-employment obligations (Note 21)

 

1,364,171

 

1,396,704

 

52,005

 

52,935

 

Other obligations

 

195.192

 

187.450

 

30

 

30

 

TOTAL, NONCURRENT

 

9,383,910

 

8,838,947

 

504,508

 

481,705

 

 

 

 

 

 

 

 

 

 

 

INTEREST OF NON-CONTROLLING STOCKHOLDERS

 

362,874

 

342,816

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 23)

 

 

 

 

 

 

 

 

 

Registered capital

 

2,481,508

 

2,481,508

 

2,481,508

 

2,481,508

 

Capital reserves

 

3,983,021

 

3,983,021

 

3,983,021

 

3,983,021

 

Capital reserves

 

2,859,920

 

2,859,920

 

2,859,920

 

2,859,920

 

Accumulated Conversion Adjustment

 

61

 

61

 

61

 

61

 

Retained earnings

 

336,242

 

 

336,242

 

 

Funds allocated to increase of capital

 

27,124

 

27,124

 

27,124

 

27,124

 

TOTAL STOCKHOLDERS’ EQUITY

 

9,687,876

 

9,351,634

 

9,687,876

 

9,351,634

 

TOTAL LIABILITIES

 

25,126,887

 

24,341,468

 

11,232,668

 

10,894,484

 

 

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

 

41



Table of Contents

 

INCOME STATEMENTS

 

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

 

(In R$ ’000, except profit per share)

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

 

 

Gross supply of electricity (Note 24)

 

3,136,503

 

3,575,243

 

 

 

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

 

452,092

 

481,592

 

 

 

Other operational revenues (Note 26)

 

138,268

 

146,302

 

84

 

97

 

 

 

3,726,863

 

4,203,137

 

84

 

97

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 27)

 

(1,360,541

)

(1,448,478

)

 

 

NET OPERATIONAL REVENUE

 

2,366,322

 

2,754,659

 

84

 

97

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS (Note 28)

 

 

 

 

 

 

 

 

 

Energy purchased for resale

 

(671,842

)

(725,366

)

 

 

Charges for the use of the basic transmission grid

 

(204,191

)

(172,324

)

 

 

Gas purchased for resale

 

(39,314

)

(53,420

)

 

 

 

 

(915,347)

 

(951,110

)

 

 

COST OF OPERATION (Note 28)

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(259,691

)

(245,204

)

 

 

Private Pension Plan entity

 

(28,778

)

(53,499

)

 

 

Materials

 

(26,117

)

(25,214

)

 

 

Raw materials and inputs for production

 

 

(21,785

)

 

 

Outsourced services

 

(134,732

)

(117,655

)

 

 

Depreciation and amortization

 

(165,959

)

(178,427

)

 

 

Operational provisions

 

(1,735

)

(8,116

)

 

 

Financial compensation for use of water resources

 

(36,218

)

(33,786

)

 

 

Other

 

(22,605

)

(22,020

)

 

 

 

 

(675,835)

 

(705,706

)

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1,591,182

)

(1,656,816

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

775,140

 

1,097,843

 

84

 

97

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COST (Note 28)

 

 

 

 

 

 

 

 

 

Selling expenses

 

(41,661

)

(54,672

)

 

 

General and administrative expenses

 

(106,276

)

(126,159

)

(37,467

)

(48,730

)

Other operational expenses

 

(17,561

)

(37,045

)

(2,972

)

(1,514

)

 

 

(165,498)

 

(217,876

)

(40,439

)

(50,244

)

 

 

 

 

 

 

 

 

 

 

Operational profit before equity gains and financial revenues (exp.)

 

609,642

 

879,967

 

(40,355

)

(50,147

)

Equity gain (loss) from subsidiaries

 

 

 

 

359,737

 

539,864

 

Net financial revenue (expenses) (Note 29)

 

(37,757

)

(79,112

)

11,839

 

(4,596

)

 

 

 

 

 

 

 

 

 

 

Profit before taxes and stockholdings

 

571,885

 

800,855

 

331,221

 

485,121

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax (Note 10)

 

(270,497

)

(331,130

)

(1,541

)

(8,549

)

Income tax and Social Contribution — deferred (Note 10)

 

82,498

 

55,033

 

7,464

 

14,479

 

Employees’ and managers’ shares in results

 

(27,424

)

(22,058

)

(902

)

(771

)

Minority interests

 

(20,220

)

(12,420

)

 

 

NET PROFIT FOR THE PERIOD

 

336,242

 

490,280

 

336,242

 

490,280

 

NET PROFIT PER SHARE — R$

 

 

 

 

 

0.68

 

1.01

 

 

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

 

42



Table of Contents

 

STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Net profit for the year

 

336,242

 

490,280

 

336,242

 

490,280

 

Expenses (revenues) not affecting Cash and equivalents

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

171,042

 

201,481

 

46

 

74

 

Net write-offs of fixed assets

 

5,119

 

4,925

 

 

8

 

Equity gain from subsidiaries

 

 

 

(359,737

)

(539,864

)

Interest and monetary variations — Noncurrent

 

(32,213

)

17,034

 

(9,415

)

(15,602

)

Deferred federal taxes

 

(82,536

)

(55,033

)

(7,464

)

(14,479

)

Provisions for operational losses

 

65,772

 

118,844

 

31,197

 

64,802

 

Provision for losses on financial instruments

 

20,723

 

5,001

 

 

 

Provisions for losses in recovery of Extraordinary Tariff Recomposition amounts

 

 

15,987

 

 

4,357

 

Post-employment obligations

 

33,987

 

61,668

 

1,417

 

2,796

 

Minority interests

 

20,220

 

12,420

 

 

 

Other

 

(8,700

)

3,897

 

 

 

 

 

529,656

 

876,504

 

(7,714

)

(7,628

)

(Increase) reduction of assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(144,062

)

(93,981

)

 

 

Extraordinary Tariff Recomposition — short term

 

62,460

 

95,251

 

 

 

Amortization of accounts receivable from Minas Gerais State Govt.

 

69,953

 

63,151

 

 

 

Traders — transactions on CCEE

 

2,107

 

13,521

 

 

 

Deferred tax credits

 

85,325

 

(25,245

)

(6,248

)

(15,570

)

Taxes subject to offsetting

 

(149,456

)

(104,858

)

(8,986

)

5,603

 

Transport of energy

 

49,063

 

(49,331

)

 

 

Other current assets

 

23,516

 

(32,032

)

1,778

 

186

 

Deferred tariff adjustment

 

118,779

 

100,416

 

 

 

Anticipated expenses — CVA

 

(147,632

)

(101,941

)

 

 

Other noncurrent assets

 

917

 

(10,892

)

(7,727

)

1,270

 

Payments into Court

 

(47,082

)

5,189

 

(1,115

)

 

Dividends received from subsidiaries

 

 

 

(2,642

)

70,805

 

 

 

(76,112

)

(140,752

)

(24,940

)

62,294

 

Increase (reduction) of liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

(67,414

)

(187,969

)

(3,922

)

(2,668

)

Taxes and Social Contribution

 

197,792

 

191,108

 

(11,259

)

4,470

 

Salaries and mandatory charges on payroll

 

(79,386

)

(25,130

)

(4,137

)

1,283

 

Regulatory charges

 

(63,761

)

15,386

 

 

 

Loans and financings

 

133,657

 

128,501

 

2,677

 

2,391

 

Post-employment obligations

 

(27,947

)

(62,162

)

(2,238

)

(2,834

)

Anticipated expenses — CVA

 

(38,831

)

(7,447

)

 

 

Losses on financial instruments

 

697

 

3,516

 

 

 

Other

 

128,979

 

(158,480

)

(4,329

)

(87,764

)

 

 

183,786

 

(102,677

)

(23,208

)

(85,122

)

 

 

 

 

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

637,330

 

633,075

 

 

(30,456

)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Financings obtained

 

192,367

 

21,213

 

 

 

Receipt of units in the FIDC

 

 

 

 

899

 

Payments of loans and financings

 

(116,352

)

(114,957

)

 

 

 

 

76,015

 

(93,744

)

 

899

 

TOTAL INFLOW OF FUNDS

 

713,345

 

539,331

 

(55,862

)

(29,557

)

 

 

 

 

 

 

 

 

 

 

CAPITAL EXPENDITURE

 

 

 

 

 

 

 

 

 

On investments

 

22,350

 

(12,385

)

13,094

 

70,684

 

In fixed assets

 

(336,903

)

(106,941

)

277

 

(158

)

Special Obligations — consumer contributions

 

22,862

 

(27,449

)

 

 

 

 

(291,691

)

(146,775

)

13,371

 

70,526

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH POSITION

 

421,654

 

392,556

 

(42,491

)

40,969

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH POSITION

 

 

 

 

 

 

 

 

 

Beginning of period

 

2,283,937

 

2,066,219

 

256,906

 

21,953

 

End of period

 

2,705,591

 

2,458,775

 

214,415

 

62,922

 

 

 

421,654

 

392,556

 

(42,491

)

40,969

 

 

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

 

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EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

FOR THE YEAR ENDED DECEMBER 31, 2008

AND QUARTERS ENDED MARCH 31, 2009 AND 2008

 

In R$ ’000, except where otherwise stated

 

1) — OPERATIONAL CONTEXT

 

Companhia Energética de Minas Gerais (Cemig or “the Holding company), a listed corporation registered in the Brazilian Registry of Corporate Taxpayers (CPNJ) under number 17.155.730/0001-64, operates exclusively as a holding company with stockholdings in companies controlled individually and 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 commercial operation of those activities.

 

On March 31, 2009 Cemig had stockholdings in the following companies in operation (information on markets served, and installed capacity, has not been reviewed by our external auditors):

 

·                 Cemig Geração e Transmissão S. A. (“Cemig GT” or “Cemig Generation and Transmission”) (subsidiary, 100% stake): Registered with the CVM (Brazilian Securities Commission). Generation and transmission of electricity, through 46 power plants, 43 being hydroelectric, one a wind power plant and two thermal plants, and their transmission lines, most of them part of the Brazilian national generation and transmission grid system. Cemig GT has stockholdings in the following subsidiaries:

 

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

 

Subsidiaries at pre-operational stage:

 

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

 

Central Baguari Energia S. A (subsidiary — 100% stake): Production and sale of electricity as an independent producer in future projects.

 

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

 

Hidrelétrica Pipoca S. A. (jointly controlled, 49.00% stake): Independent production of electricity, through construction and commercial operation of the Pipoca 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.

 

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

 

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

 

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

 

·                  Rio Minas Energia Participações (“RME”) (jointly-controlled — 25.00% stake): RME holds 52.13% of the registered capital of Light S. A. (Light”), a holding company owning 100% of the distribution concession holder Light Serviços de Eletricidade S. A. (“Light SESA”), with 3.9 million consumers in 31 municipalities of the State of Rio de Janeiro, and of the generating company Light Energia S. A, with generating capacity of 855 MW.

 

·                  Sá Carvalho S. A. (subsidiary — 100% 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 — 100% stake): 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 for distribution of gas in the State of Minas Gerais.

 

·                  Empresa de Infovias S. A. (“Infovias”) (subsidiary — 100% 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% 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% stake): Production and sale of electricity, in the independent product mode, through the Machado Mineiro and Salto do Paraopeba Hydroelectric Plants, in the State of Minas Gerais, and the Salto do Voltão e Salto do Passo Velho Hydroelectric Plants, in the State of Santa Catarina.

 

·                  Central Termelétrica de Cogeração (subsidiary — 100% stake): Production and sale of thermally generated electricity as an independent power producer in future projects.

 

·                  Rosal Energia S. A. (subsidiary — 100% stake): Production and sale of electricity, as a public electricity service concession holder, through the Rosal Hydroelectric Plant located on the border between the States of Rio de Janeiro and Espírito Santo.

 

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·                  Central Hidrelétrica Pai Joaquim S. A. (subsidiary — 100% stake): Production and sale of electricity as an independent producer in future projects.

 

·                  Cemig PCH S. A. (subsidiary — 100% stake): Production and sale of electricity as an independent power producer, through the Pai Joaquim Hydroelectric Plant.

 

·                  Cemig Capim Branco Energia S. A. (subsidiary — 100% stake): Production and sale of electricity as an independent producer, through the Capim Branco I and II Hydroelectric Plants, built through a consortium with private-sector partners.

 

·                  UTE Barreiro S. A (subsidiary — 100% 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 345 kV transmission line connecting the substation located in Montes Claros to the substation of the Irapé Hydroelectric Plant.

 

·                  Cemig Trading S. A. (subsidiary — 100% stake): Sale and intermediation of business transactions related to energy.

 

·                  Companhia Transudeste de Transmissão (jointly controlled — 24.00% stake): Construction, implementation, operation and maintenance of the 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 the electricity transmission facilities of the national grid — the 230 kV Irapé—Araçuaí transmission line.

 

·                  Empresa Paraense de Transmissão de Energia S. A. (“EPTE”) (jointly controlled — 19.26% stake): Holder of a public service electricity transmission concession for the 500 kV transmission line in the State of Pará.

 

·                  Empresa Norte de Transmissão de Energia Empresa Norte de Transmissão de Energia S. A. (“ENTE”) (jointly controlled — 18.35% stake): Holder of a public service electricity transmission concession for two 500 kV transmission lines in the State of Pará and in the State of Maranhão.

 

·                  Empresa Regional de Transmissão de Energia Empresa Regional de Transmissão de Energia S. A. (“ERTE”) (jointly controlled — 18.35% holding): Holder of a public service electricity transmission concession, for the 230 kV transmission line in the State of Pará.

 

·                  Empresa Amazonense de Transmissão de Energia S. A. (“EATE”) (jointly controlled — 17.17% stake): Holder of the public service electricity transmission concession, for the 500 kV transmission lines between the sectionalizing substations of Tucuruí, Marabá, Imperatriz, Presidente Dutra and Açailândia.

 

·                  Empresa Catarinense de Transmissão de Energia S. A. (“ECTE”) (jointly controlled, with 7.50% stake): holder of the public service electricity transmission service concession, through 525 kV transmission lines in the State of Santa Catarina.

 

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

 

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Pre-operational companies: Cemig also has stockholdings in the companies listed below, which on march 31, 2009 were at pre-operational stage:

 

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

 

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

 

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

 

2) — PRESENTATION OF THE QUARTERLY INFORMATION

 

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

 

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

 

Additionally, to maximize information provided to the market, the company is presenting, in Explanatory Note 33, income statements separated by company. All the information presented was obtained from the accounting records of the Company and its subsidiaries.

 

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

 

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

 

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

 

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The effects in the quarterly statement because of the changes in the Corporate Law were basically, (i) the present value and (ii) financial instruments, and the impact in the net profit of the quarterly ended on March 31, 2008 were in the amount of R$6,632 and R$13,775, respectively, and those were not adjusted in the quarterly information for comparative because the amounts were imaterial.

 

Criterion for consolidation of the Quarterly Information

 

The financial statements of the subsidiaries and jointly controlled companies mentioned in Explanatory Note 1 were 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 holding company’s interests in the Stockholders’ equity of investee companies, and the significant balances of assets, liabilities, revenues and expenses arising from transactions 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 based on the final exchange rate of the quarter, since the functional currency of Cemig is the Real.

 

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.

 

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Table of Contents

 

3) — CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

Bank accounts

 

91,316

 

330,772

 

4,283

 

17,361

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank deposit certificates

 

2,514,592

 

1,871,418

 

209,892

 

239,317

 

Treasury Financial Notes (LFTs)

 

42,448

 

46,463

 

127

 

118

 

National Treasury Notes (LTNs)

 

232

 

585

 

1

 

1

 

Other

 

57,023

 

34,699

 

112

 

109

 

 

 

2,614,275

 

1,953,165

 

210,132

 

239,545

 

 

 

 

 

 

 

 

 

 

 

 

 

2,705,591

 

2,283,937

 

214,415

 

256,906

 

 

Cash investments are transactions carried out with Brazilian financial institutions, contracted on normal market terms and conditions. They are highly liquid, promptly convertible into a known amount of cash, and are subject to an insignificant risk of change in value.

 

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

 

4) — CONSUMERS AND RESELLERS

 

Current assets

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

Retail supply invoiced

 

1,832,537

 

1,765,874

 

51,114

 

52,366

 

Retail supply not invoiced

 

649,313

 

676,463

 

 

 

 

Wholesale supply to other concession holders

 

62,215

 

18,312

 

 

 

 

(-) Provision for doubtful receivables

 

(388,735

)

(418,492

)

(51,114

)

(52,366

)

 

 

2,155,330

 

2,042,157

 

 

 

 

Receivables in the amount of R$ 10,416 are recorded in Noncurrent assets at March 31, 2009 (R$ 17,380 at December 31, 2008), in relation to the renegotiation of receivables owed by Copasa (Minas Gerais Water Company) and other consumers, to be paid by September 2012.

 

Credits receivable from an industrial consumer in the amount of R$ 92,880 on March 31, 2009 refer to credits from an industrial consumer of Cemig D and Cemig GT, and 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 effected by Ministerial Order 045/86 during the Cruzado Economic Plan, are recorded in the accounts. The Company expects these amounts to be received in full.

 

In compliance with 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 for doubtful credits made is considered to be sufficient to cover any losses in the realization of these assets.

 

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Table of Contents

 

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

 

 

 

03/31/2009

 

12/31/2008

 

Assets

 

 

 

 

 

“Portion A” — Note 6

 

467,932

 

548,038

 

Traders — transactions in free energy during the rationing program — Note 7

 

26,755

 

19,183

 

Deferred tariff adjustment — Note 11

 

14,644

 

133,423

 

PIS, Cofins, Pasep taxes — Note 13

 

46,240

 

46,240

 

Pre-paid expenses — CVA — Note 8

 

1,245,909

 

1,075,307

 

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

 

3,089

 

3,089

 

Discounts on the TUSD

 

 

25,095

 

Recovery of discounts on the TUSD

 

13,712

 

19,295

 

TUSD discounts — Source with incentive

 

 

27,203

 

TUSD discounts — Self-Producers and Independent Producers

 

 

19,514

 

Low-income subsidy

 

129,454

 

92,191

 

Light for Everyone (Luz para Todos) Program.

 

981

 

13,626

 

Other regulatory assets

 

18,199

 

3,082

 

 

 

1,966,915

 

2,025,286

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Purchase of electricity during the rationing period — Note 17

 

(17,476

)

(23,749

)

Revision of transmission revenue

 

(3,691

)

(7,662

)

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

 

(606,313

)

(645,167

)

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

 

(14,444

)

(17,519

)

CCEAR contract exposure between Sub-markets

 

(22,285

)

 

Adjust in the reference company (pro rata)

 

(104,459

)

 

Financial adjustment for the 2008 Tariff Review

 

(160,167

)

 

Other regulatory liabilities

 

(8,494

)

(6,630

)

 

 

(937,329

)

(700,727

)

 

 

 

 

 

 

Taxes, charges and contributions — deferred obligations - Note 18

 

(37,399

)

(89,281

)

 

 

(974,728

)

(790,008

)

 

 

 

 

 

 

Total

 

992,187

 

1,235,278

 

 

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, named “The General Agreement for the Electricity Sector”, which defines criteria to ensure economic-financial equilibrium of the concession contracts and re-composition of the revenues and extraordinary losses relating to the period of the Brazilian Rationing Program, through a system known as the Extraordinary Tariff Recomposition (“RTE”), granted to compensate the variation of “Portion A” non-manageable costs taking place in the period January 1 to October 25, 2001

 

a) The Extraordinary Tariff Recomposition (“RTE”)

 

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

 

·                  Adjustment of 2.90% for consumers in the residential classes (excluding low-rental consumers), and 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 or which meet certain requirements related to load factor and electricity demand, specified in the Resolution.

 

·                  Increase of 7.90% for other consumers.

 

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The RTE 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 for more than R$ 49.26/MWh (“free energy”) from June 1, 2001 to February 28, 2002 in the Wholesale Electricity Market (“MAE”) (which was succeeded in 2004 by the Electricity Sale Chamber — “CCEE”).

 

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

 

b) “Portion A”

 

The items of “Portion A” are defined as being the sum of the differences, positive or negative, in the period January 1 to October 25, 2001, between the amounts of the non-manageable costs presented as 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, shortly after the end of the period of validity of the RTE, using the same recovery mechanisms, that is to say, the adjustment applied to tariffs for compensation of the amounts of the RTE will continue in effect for compensation of the items of “Portion A”.

 

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

 

As and when amounts of “Portion A” are received through the tariff, Cemig transfers those amounts from Assets to the Income statement, as follows: The amounts transferred by Cemig D in 2009 are as follows:

 

Amounts transferred to expenses

 

03/31/2009

 

Energy bought for resale

 

45,408

 

CCC

 

20,107

 

RGR — Global Reversion Reserve

 

2,009

 

Tariff for transport of electricity from Itaipu

 

775

 

Tariff for use of national grid transmission facilities

 

5,193

 

Financial compensation for use of water resources

 

1,784

 

Connection — Realization of “Portion A”

 

110

 

Electricity service inspection charge

 

188

 

 

 

75,574

 

 

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c) Composition of the balances of “Portion A”

 

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

 

 

 

Consolidated

 

 

 

03/31/2009

 

12/31/2008

 

Cemig Distribuição S. A.

 

 

 

 

 

Compensation for items of “Portion A”

 

796,762

 

782,525

 

Amounts raised

 

(343,039

)

(267,465

)

Total of “Portion A”

 

453,723

 

515,060

 

 

 

 

 

 

 

RME — Light Energia

 

 

 

 

 

Portion A

 

14,209

 

32,978

 

 

 

14,209

 

32,978

 

 

 

 

 

 

 

Total of “Portion A”

 

467,932

 

548,038

 

 

 

 

 

 

 

Current assets

 

302,636

 

329,350

 

Noncurrent assets

 

165,296

 

218,688

 

 

7) — TRADERS — TRANSACTIONS IN FREE ENERGY

 

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

 

 

 

Consolidated

 

 

 

03/31/2009

 

12/31/2008

 

ASSETS

 

 

 

 

 

Amounts to be received from distributors

 

44,152

 

45,302

 

Provision for losses in realization

 

(17,397

)

(26,119

)

 

 

26,755

 

19,183

 

 

 

 

 

 

 

Current

 

16,115

 

15,076

 

Noncurrent

 

10,640

 

4,107

 

 

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

 

Under Aneel Resolution 36 of January 29, 2003, since March 2003 the electricity distributors raise and passthrough the amounts obtained monthly by means of the RTE to the generators and distributors who have amounts to be received, which include Cemig GT.

 

The entitlements of the subsidiary Cemig GT are updated by the variation in the Selic rate plus 1.00% interest per year.

 

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

 

Provision for losses in realization

 

The provision constituted at present, in the amount of R$ 17,397, represents the losses expected as a result of the period of receipt of the RTE from the distributors who are still passing funds through to the company not being sufficient, in the company’s estimation, for passthrough of the total of the amounts owed.

 

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8) — ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

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

 

The balance on the CVA is shown below:

 

 

 

Consolidated

 

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

Cemig Distribuição S. A. (Cemig D)

 

573,042

 

379,728

 

RME — Light

 

66,555

 

50,412

 

 

 

639,597

 

430,140

 

 

 

 

 

 

 

Current assets

 

579,414

 

778,545

 

Noncurrent assets

 

666,496

 

296,762

 

Current assets

 

(146,776

)

(488,284

)

Noncurrent liabilities

 

(459,537

)

(156,883

)

Net amounts

 

639,597

 

430,140

 

 

9) — TAXES SUBJECT TO OFFSETTING

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

203,280

 

196,261

 

3,806

 

3,806

 

Income tax

 

520,380

 

399,104

 

 

 

Social Contribution tax

 

175,704

 

126,188

 

 

 

Pasep tax

 

8,130

 

14,471

 

 

1,132

 

Cofins tax

 

57,254

 

93,130

 

 

5,250

 

Other

 

15,674

 

14,695

 

1,385

 

1,385

 

 

 

980,422

 

843,849

 

5,191

 

11,573

 

 

 

 

 

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

95,884

 

97,372

 

426

 

426

 

Income tax

 

178,121

 

163,276

 

178,121

 

163,276

 

Social Contribution tax

 

10,930

 

10,407

 

10,930

 

10,407

 

Pasep and Cofins taxes

 

 

997

 

 

 

 

 

284,935

 

272,052

 

189,477

 

174,109

 

 

 

 

 

 

 

 

 

 

 

 

 

1,265,357

 

1,115,901

 

194,668

 

185,682

 

 

The Pasep and Cofins credits arise from payments made in excess by the company as a result of adoption of the non-cumulative regime for revenues from the transmission companies whose supply contracts were made before October 31, 2003, and which, under regulations subsequently made by the Brazilian Federal Revenue authority, were allowed to be revised and to qualify under the cumulative regime. As a consequence of this revision, the restitution of tax amounts paid in excess in previous business periods was permitted.

 

The balances of income tax and Social Contribution refer to tax credits in corporate income tax returns of previous years, and payments made in 2009, which will be offset against federal taxes payable for the year 2009, recorded in “Taxes, charges and contribution”.

 

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

 

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10) — TAX CREDITS

 

Deferred income tax and Social Contribution tax

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

Tax credits on temporary differences:

 

 

 

 

 

 

 

 

 

Tax loss/negative base

 

262,014

 

234,346

 

41,534

 

41,676

 

Contingency provisions

 

206,969

 

197,415

 

107,884

 

100,296

 

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

 

11,857

 

46,540

 

 

 

Provision for the Tariff Adjustment Index

 

87,143

 

 

 

 

Post-employment obligations

 

93,852

 

95,686

 

3,280

 

3,439

 

Provision for doubtful receivables

 

152,748

 

163,509

 

17,379

 

17,805

 

Provision for Pasep and Cofins — Extraordinary Tariff Recomposition

 

1,577

 

5,349

 

 

 

Provision for non-recovery of tax credits — Light

 

(29,616

)

(29,616

)

 

 

Financial Instruments

 

65,045

 

57,136

 

 

 

FX variation

 

110,740

 

109,385

 

 

 

Other

 

36,812

 

57,056

 

528

 

1,141

 

 

 

999,141

 

936,806

 

170,605

 

164,357

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

297,298

 

188,792

 

41,899

 

18,381

 

Noncurrent assets

 

701,843

 

748,014

 

128,706

 

145,976

 

 

At its meeting on February 12, 2009, the Board of Directors approved the technical study prepared by the Office of the Chief Officer 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 included Cemig and its subsidiaries Cemig GT and Cemig D, and was submitted for examination by the Audit Board of Cemig on February 05, 2009,

 

In accordance with the individual estimates of Cemig and its subsidiaries, future taxable profits enable the deferred tax asset existing on March 31, 2009 to be realized according to the following estimate:

 

 

 

Consolidated

 

Holding
company

 

 

 

 

 

 

 

2009

 

250.982

 

31.541

 

2010

 

269.003

 

41.432

 

2011

 

134.998

 

29.038

 

2012

 

115.630

 

29.038

 

2013

 

124.026

 

32.133

 

2014 to 2016

 

62.947

 

6.766

 

2017 and 2018

 

71.171

 

657

 

(–) Provision for non-recovery of tax credits — RME/Light

 

(29.616

)

 

 

 

999.141

 

170.605

 

 

As well as the provision for non-recovery of tax credits of Light, on March 31, 2009 the holding company had tax credits not recognized in its financial statements, in the amount of R$409,375 (R$ 445,386 on December 31, 2008).

 

The credits not recognized refer basically to 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 14). As a result of this assignment the provision for losses on recovery of the amounts constituted in previous years became deductible for the purposes of income tax and Social Contribution. The portion not recognized in relation to this issue is R$ 437,509.

 

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

 

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

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

1Q09

 

1Q08

 

1Q09

 

1Q08

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax and Social Contribution tax

 

571,885

 

800,855

 

331,221

 

485,121

 

Income tax and Social Contribution — nominal expense

 

(194,339

)

(272,291

)

(112,615

)

(164,941

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity gain (loss) from subsidiaries

 

 

 

122,311

 

183,554

 

Reversal relating to Social Contribution tax on complementary monetary adjustment

 

 

(8,549

)

 

(8,549

)

Employees’ profit shares

 

9,386

 

7,500

 

307

 

262

 

Non-deductible contributions and donations

 

(735

)

(1,065

)

(82

)

(51

)

Tax incentives

 

2,778

 

 

7

 

 

Tax credits not recognized

 

709

 

(3,329

)

29

 

(3,329

)

Amortization of goodwill

 

(1,387

)

(1,387

)

(1,387

)

(1,387

)

Adjustment to income tax and Social Contribution — previous business year

 

(12,369

)

 

 

 

Other

 

8,058

 

3,024

 

(2,647

)

371

 

Income tax and Social Contribution — effective expense

 

(187,999

)

(276,097

)

5,923

 

5,930

 

 

c)              The transition tax regime

 

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

 

Application of the RTT is optional for the years 2008 and 2009, and applies to corporate entities subject to Corporate Income Tax (“IRPJ”), in accordance with the two tax reporting methods: real profit or presumed profit. The taxpayer must state a choice in relation adoption of the RTT in the Corporate Income Tax Return (“DIPJ”) for 2009, this regime being optional for 2008 and 2009. Starting in 2010, adoption of the RTT becomes obligatory, until the law that regulates the tax effects of the new accounting methods and criteria comes into effect.

 

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

 

Based on an initial assessment, the Company has reflected in its accounting statements the effects of the adoption of the RTT, and additional studies will be carried out before the delivery of the DIPJ for 2009.

 

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11) — DEFERRED TARIFF ADJUSTMENT

 

Aneel, through Homologating Resolution 71, published with effect backdated to April 4, 2004, defined the results of the Periodic Tariff Review of Cemig D.

 

The average adjustment applied to Cemig’s tariffs on April 8, 2003, on a provisional basis, was 31.53%. However Resolution 71 laid down that the final tariff repositioning for Cemig was an increase of 44.41%, and that the percentage difference of 12.88% was to be compensated in tariffs. The last portion for receipt of the difference between the tariff adjustments was included in the tariff adjustment that took place on April 8, 2008.

 

The difference between the tariff level to which Cemig Distribuição has the right and the tariff actually charged to consumers is recognized as a Regulatory Asset.

 

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

 

 

 

Consolidated

 

 

 

1Q09

 

12/31/2008

 

 

 

 

 

 

 

Deferred Tariff Adjustment — since April 8, 2003

 

949.612

 

949.612

 

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

 

475.502

 

447.881

 

Monetary updating — IGP-M Inflation Index

 

226.844

 

201.967

 

(–) Amounts raised through tariffs

 

(1.637.314

)

(1.466.037

)

 

 

14.644

 

133.423

 

 

12) — CREDIT RECEIVABLES DUE FROM THE MINAS GERAIS STATE GOVERNMENT

 

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 was signed, replacing the inflation indexation unit in the contract, which was the Ufir, with the IGP-DI, backdated to November 2000, due to the abolition of the Ufir in October 2000.

 

In October 2002 the Second and Third Amendments to the CRC Contract were signed, establishing new conditions for the amortization of the credits receivable from the Minas Gerais State Government. The main clauses were: (i) a monetary updating by the IGP-DI inflation index; (ii) amortization of the two amendments by May 2015; (iii) interest rates of 6.00% and 12.00% for the first and second amendments, respectively; and (iv) guarantee of 100% retention of the dividends owed to the State Government for settlement of the third 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$ 4,151,030 on March 31, 2009.

 

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Table of Contents

 

This amendment commits the government of the state to 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, updated by the IGP-DI index, increase over the period, from R$ 28,828 for the first, to R$ 92,117 for the sixty-first (in currency of March 31, 2009).

 

The debt will primarily 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 an installment for the current half- year; (iii) anticipated settlement of up to 2 installments; and, (iv) amortization of the debtor balance.

 

On March 31, 2009, the installments due on June 30 and December 31, 2009, had already been amortized in advance.

 

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

 

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

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

(2)             Less than equal to 50% in certain situations specified 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 amount 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, of which R$ 900,000 in senior units and R$ 759,125 in subordinated units.

 

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

 

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

 

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

 

The movement on the FIDC in the first quarter of 2009 is as follows:

 

 

 

Consolidated
and Holding
company

 

 

 

 

 

Balance at December 31, 2008

 

1,800,873

 

Monetary updating on the senior units

 

30,592

 

Monetary updating on the subordinated units

 

9,414

 

Investments in the subordinated units

 

 

Amortization of the senior units

 

(69,953

)

Amortization of the subordinated units

 

 

Balance at 31 March 2009

 

1,770,926

 

 

 

 

 

Composition of the FIDC on March 31, 2009

 

 

 

- Senior units held by third parties

 

950,918

 

- Subordinated units held by Cemig

 

817,468

 

- Dividends retained by the Fund

 

2,539

 

 

 

820,008

 

 

 

 

 

TOTAL

 

1,770,926

 

 

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 2008, are posted in Current Liabilities. Of the dividends to be distributed, R$ 210,149 is payable to the Minas Gerais State Government, of which R$ 138,451 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 registered in full in Cemig and the senior units are presented as a debt under loans and financings in current and noncurrent liabilities. Similarly, in the consolidation, the monetary updating of the FIDC was recognized in full as a financial expense, and in counterpart the amount of the monetary updating of the senior units was registered as a cost of debt.

 

13) — REGULATORY ASSET – PIS/PASEP AND COFINS

 

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

 

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

 

The company expects reimbursement of these assets in the forthcoming tariff adjustments with funds received from ANEEL.

 

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Table of Contents

 

14) — INVESTMENTS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

In subsidiaries and jointly controlled companies

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

 

 

3,713,552

 

3,481,139

 

Cemig Distribuição

 

 

 

2,516,345

 

2,476,011

 

Rio Minas Energia Participações

 

 

 

311,151

 

290,006

 

Infovias

 

 

 

270,218

 

264,978

 

Gasmig

 

 

 

328,382

 

319,103

 

Rosal Energia

 

 

 

95,662

 

91,287

 

Sá Carvalho

 

 

 

101,901

 

95,380

 

Horizontes Energia

 

 

 

68,507

 

66,734

 

Usina Térmica Ipatinga

 

 

 

68,831

 

66,319

 

Cemig PCH

 

 

 

55,633

 

52,262

 

Cemig Capim Branco Energia

 

 

 

62,878

 

54,931

 

Companhia Transleste de Transmissão

 

 

 

14,629

 

14,342

 

UTE Barreiro

 

 

 

997

 

1,943

 

Companhia Transudeste de Transmissão

 

 

 

8,501

 

8,283

 

Usina Hidrelétrica Pai Joaquim

 

 

 

477

 

484

 

Companhia Transirapé de Transmissão

 

 

 

6,298

 

6,033

 

Transchile

 

 

 

34,141

 

34,141

 

Efficientia

 

 

 

7,822

 

6,266

 

Central Termelétrica de Cogeração

 

 

 

155,697

 

153,578

 

Companhia de Transmissão Centroeste de Minas

 

 

 

6,799

 

6,779

 

Cemig Trading

 

 

 

2,766

 

192

 

Empresa Paraense de Transmissão de Energia-ETEP

 

 

 

17,939

 

16,143

 

Empresa Norte de Transmissão de Energia-ENTE

 

 

 

32,893

 

29,493

 

Empresa Regional de Transmissão de Energia-ERTE

 

 

 

6,408

 

5,839

 

Empresa Amazonense de Transmissão de Energia-EATE

 

 

 

62,599

 

56,046

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

 

 

 

 

5,142

 

4,736

 

Axxiom Soluções Tecnológicas

 

 

 

2,428

 

2,710

 

 

 

 

 

7,958,596

 

7,605,158

 

In consortia

 

1,120,791

 

1,113,297

 

 

 

 

Goodwill on acquisition of the stake in Rosal Energia

 

 

 

31,772

 

33,154

 

Goodwill on acquisition of the stake in ETEP

 

 

 

24,893

 

25,174

 

Goodwill on acquisition of the stake in ENTE

 

 

 

37,029

 

37,420

 

Goodwill on acquisition of the stake in ERTE

 

 

 

8,479

 

8,569

 

Goodwill on acquisition of the stake in EATE

 

 

 

139,853

 

141,430

 

Goodwill on acquisition of the stake in ECTE

 

 

 

6,762

 

6,840

 

In other investments

 

27.027

 

36,689

 

3,506

 

3,506

 

 

 

1.147.818

 

1,149,986

 

252,294

 

256,093

 

 

 

1.147.818

 

1,149,986

 

8,210,890

 

7,861,251

 

 

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Table of Contents

 

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

 

 

 

 

 

At March 31, 2009

 

1st quarter 2009

 

Subsidiaries

 

Number of
shares

 

Cemig
stake (%)

 

Registered
capital

 

Stockholders’
equity

 

Dividends

 

Profit (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100.00

 

2,896,785

 

3,713,552

 

 

232,413

 

Cemig Distribuição

 

2,261,997,787

 

100.00

 

2,261,998

 

2,516,345

 

 

40,334

 

Rio Minas Energia

 

709,309,572

 

25.00

 

709,309

 

1,244,604

 

 

92,142

 

Infovias

 

381,023,385

 

100.00

 

225,082

 

270,218

 

 

6,385

 

Rosal Energia

 

86,944,467

 

100.00

 

86,944

 

95,662

 

 

4,407

 

Sá Carvalho

 

860,000,000

 

100.00

 

86,833

 

101,901

 

 

6,488

 

GASMIG

 

409,255,000

 

55.19

 

474,497

 

595,003

 

 

18,399

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

68,507

 

 

1,769

 

Usina Térmica Ipatinga

 

64,174,281

 

100.00

 

64,174

 

68,831

 

 

2,554

 

Cemig PCH

 

50,952,000

 

100.00

 

50,952

 

55,633

 

 

3,371

 

Cemig Capim Branco Energia

 

45,528,000

 

100.00

 

45,528

 

62,878

 

 

7,947

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

58,516

 

 

2,636

 

UTE Barreiro

 

11,918,000

 

100.00

 

11,918

 

997

 

 

275

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

35,416

 

 

1,420

 

Central Hidrelétrica Pai Joaquim

 

486,000

 

100.00

 

486

 

477

 

 

(9

)

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

25,710

 

 

1,098

 

Transchile

 

27,840,000

 

49.00

 

61,563

 

69,675

 

 

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

7,822

 

 

1,509

 

Central Termelétrica de Cogeração

 

150,000,000

 

100.00

 

150,001

 

155,697

 

 

5,573

 

Companhia de Transmissão Centroeste de Minas

 

51,000

 

51.00

 

51

 

13,331

 

 

 

Cemig Trading

 

160,297

 

100.00

 

160

 

2,766

 

 

2,574

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

19.26

 

69,569

 

93,117

 

 

6,430

 

Empresa Norte de Transmissão de Energia - ENTE

 

100,840,000

 

18.35

 

120,128

 

179,258

 

547

 

11,728

 

Empresa Regional de Transmissão de Energia - ERTE

 

23,400,000

 

18.35

 

23,400

 

34,919

 

 

3,100

 

Empresa Amazonense de Transmissão de Energia - EATE

 

180,000,010

 

17.17

 

273,469

 

364,609

 

 

27,516

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

42,095,000

 

7.50

 

42,095

 

68,560

 

 

5,792

 

Axxiom Soluções Tecnológicas

 

4,200,000

 

49.00

 

4,200

 

4,955

 

 

(486

)

 

60



Table of Contents

 

 

 

 

 

At December 31, 2008

 

1st quarter 2008

 

Subsidiaries

 

Number of shares

 

Cemig
stake (%)

 

Registered
capital

 

Stockholders’
equity

 

Dividends

 

Profit
(loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100.00

 

2,896,785

 

3,481,139

 

 

205.728

 

Cemig Distribuição

 

2,261,997,787

 

100.00

 

2,261,998

 

2,476,011

 

 

270.659

 

Rio Minas Energia

 

709,309,572

 

25.00

 

709,310

 

1,160,019

 

 

58.795

 

Infovias

 

381,023,385

 

100.00

 

225,082

 

264,978

 

259

 

4.619

 

Rosal Energia

 

86,944,467

 

100.00

 

86,944

 

91,287

 

 

3.333

 

Sá Carvalho

 

860,000,000

 

100.00

 

86,833

 

95,380

 

 

6.549

 

Gasmig

 

409,255,000

 

55.19

 

263,852

 

578,190

 

5.977

 

20.240

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

66,734

 

 

2.272

 

Usina Térmica Ipatinga

 

64,174,281

 

100.00

 

64,174

 

66,319

 

 

1.930

 

Cemig PCH

 

50,952,000

 

100.00

 

50,952

 

52,262

 

 

1.806

 

Cemig Capim Branco Energia

 

45,528,000

 

100.00

 

45,528

 

54,931

 

 

8.380

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

57,370

 

 

1.919

 

UTE Barreiro

 

11,918,000

 

100.00

 

11,918

 

1,943

 

 

(519

)

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

34,509

 

 

807

 

Central Hidrelétrica Pai Joaquim

 

486,000

 

100.00

 

486

 

484

 

 

25

 

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

24,630

 

 

501

 

Transchile

 

27,840,000

 

49.00

 

62,407

 

69,676

 

 

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

6,266

 

 

1.259

 

Central Termelétrica de Cogeração

 

150,000,000

 

100.00

 

150,001

 

153,578

 

 

11

 

Companhia de Transmissão Centroeste de Minas

 

51,000

 

51.00

 

51

 

13,293

 

 

 

Cemig Trading

 

160,297

 

100.00

 

160

 

192

 

 

(18

)

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

19.25

 

69,063

 

83,860

 

4.542

 

5.244

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

18.35

 

120,128

 

160,727

 

29.047

 

9.846

 

Empresa Regional de Transmissão de Energia - ERTE

 

23,400,000

 

18.35

 

23,400

 

31,819

 

6.949

 

2.466

 

Empresa Amazonense de Transmissão de Energia - EATE

 

180,000,010

 

17.17

 

273,469

 

326,431

 

18.794

 

21.651

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

42,095,000

 

7.50

 

42,095

 

63,149

 

13.020

 

5.050

 

Axxiom Soluções Tecnológicas

 

4,200,000

 

49.00

 

4,200

 

5,531

 

 

 

 

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Table of Contents

 

The movement on investment in subsidiaries is as follows:

 

 

 

31.12.2008

 

Equity
gain

 

Capital
injections

 

Dividends
proposed

 

Other

 

31.03.2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

3,481,139

 

232,413

 

 

 

 

3,713,552

 

Cemig Distribuição

 

2,476,011

 

40,334

 

 

 

 

2,516,345

 

Rio Minas Energia

 

290,006

 

23,038

 

 

 

 

(1,893

)

311,151

 

Infovias

 

264,978

 

6,385

 

 

 

 

(1,145

)

270,218

 

Rosal Energia

 

91,287

 

4,407

 

 

622

 

(654

)

95,662

 

Sá Carvalho

 

95,380

 

6,488

 

 

33

 

 

 

101,901

 

Gasmig

 

319,103

 

10,155

 

 

 

 

(876

)

328,382

 

Horizontes Energia

 

66,734

 

1,769

 

 

292

 

(288

)

68,507

 

Usina Térmica Ipatinga

 

66,319

 

2,554

 

 

798

 

(840

)

68,831

 

Cemig PCH

 

52,262

 

3,371

 

 

 

 

 

55,633

 

Cemig Capim Branco Energia

 

54,931

 

7,947

 

 

 

 

 

62,878

 

Companhia Transleste de Transmissão

 

14,342

 

647

 

 

(431

)

71

 

14,629

 

UTE Barreiro

 

1,943

 

275

 

 

 

 

(1,221

)

997

 

Companhia Transudeste de

 

 

 

 

 

 

 

 

 

 

 

 

 

Transmissão

 

8,283

 

339

 

 

(116

)

(5

)

8,501

 

Central Hidrelétrica Pai Joaquim

 

484

 

(9

)

 

(4

)

6

 

477

 

Companhia Transirapé de Transmissão

 

6,033

 

269

 

 

 

 

(4

)

6,298

 

Transchile

 

34,141

 

 

 

 

 

34,141

 

Efficientia

 

6,266

 

1,509

 

 

1,513

 

(1,466

)

7,822

 

Central Termelétrica de Cogeração

 

153,578

 

5,573

 

 

(2,241

)

(1,213

)

155,697

 

Companhia de Transmissão Centroeste de Minas

 

6,779

 

 

20

 

 

 

6,799

 

Cemig Trading

 

192

 

2,574

 

 

2,562

 

(2,562

)

2,766

 

Empresa Paraense de Transmissão de Energia - ETEP

 

16,143

 

1,241

 

105

 

 

 

450

 

17,939

 

Empresa Norte de Transmissão de Energia - ENTE

 

29,493

 

3,050

 

 

 

350

 

32,893

 

Empresa Regional de Transmissão de Energia - ERTE

 

5,839

 

568

 

 

 

1

 

6,408

 

Empresa Amazonense de Transmissão de Energia — EATE

 

56,046

 

4,644

 

547

 

 

 

1,362

 

62,599

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

4,736

 

434

 

 

(32

)

4

 

5,142

 

Axxiom Soluções Tecnológicas

 

2,710

 

(238

)

 

 

(44

)

2,428

 

 

 

7,605,158

 

359,737

 

672

 

2,996

 

(9,967

)

7,958,596

 

 

b)             Goodwill in the acquisition of interest of Light

 

A discount was ascertained on the acquisition, corresponding to the difference between the amount paid by RME and the book value of the stake in the stockholders’ equity of Light, in the amount of R$ 364,961 (Cemig’s portion is 25.00%). This discount arises from the estimate of the results of future years as a function of the commercial operation of the electricity distribution and generation concessions and thus is being amortized from October 2006 to May 2026, the date of the termination of the distribution concession on a linear basis. The remaining value of the discount (R$ 80,524) is presented in the consolidation as a noncurrent asset, in the account line Other obligations.

 

c)             Goodwill in the Acquisition of interest in electricity transmission companies

 

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

 

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d)              In consortia

 

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

 

 

 

Stake in the
energy
generated
%

 

Average
annual
depreciation
rate %

 

Consolidated
03/31/2009

 

Consolidated
12/31/2008

 

In service

 

 

 

 

 

 

 

 

 

Porto Estrela Plant

 

33.33

 

2.48

 

38,625

 

38,625

 

Igarapava Plant

 

14.50

 

2.58

 

55,554

 

55,554

 

Funil Plant

 

49.00

 

2.40

 

181,402

 

181,402

 

Queimado Plant

 

82.50

 

2.45

 

193,599

 

193,599

 

Aimorés Plant

 

49.00

 

2.50

 

543,684

 

543,684

 

Amador Aguiar I and II Plants

 

21.05

 

2.51

 

55,179

 

54,843

 

Accumulated depreciation

 

 

 

 

 

(121,423

)

(114,506

)

Total in operation

 

 

 

 

 

946,620

 

953,201

 

 

 

 

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

 

 

 

Queimado Plant

 

82.50

 

 

 

13,125

 

13,125

 

Funil Plant

 

49.00

 

 

 

819

 

755

 

Aimorés Plant

 

49.00

 

 

 

5,853

 

5,853

 

Baguari Plant

 

34.00

 

 

 

154,374

 

140,363

 

Total under construction

 

 

 

 

 

174,171

 

160,096

 

 

 

 

 

 

 

 

 

 

 

Total, consortia

 

 

 

 

 

1,120,791

 

1,113,297

 

 

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

 

f)                New acquisitions

 

Acquisition of stake in electricity transmission companies

 

On September 24, 2008, Brookfield exercised its option to sell its shares representing the following percentages of the voting capital of the following companies to Companhia Energética de Minas Gerais - CEMIG and Alupar Investimento S.A. in the proportion of 95% and 5% respectively: 24.99% in Empresa Amazonense de Transmissão de Energia S.A. — EATE; 24.99% in Empresa Paraense de Transmissão de Energia S.A. — ETEP; 18.35% in Empresa Norte de Transmissão de Energia S.A. — ENTE; 18.35% in Empresa Regional de Transmissão de Energia S.A. — ERTE; and 7.49% in Empresa Catarinense de Transmissão de Energia S.A. — ECTE.

 

Conclusion of the transaction and actual acquisition is subject to approval by the Brazilian Development Bank (BNDES) and by other financing bodies.

 

The amount to be paid by Cemig for its 95% portion of the share positions bought from Brookfield will be R$ 330.6 million, value of August 16, 2008, adjusted up to the date of final closing, expected in the first semester in 2009.

 

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Table of Contents

 

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

 

On July 3, 2008 the Board of Directors authorized Cemig GT to take stakes of 49% in three hydroelectric projects: the Itaocara, Paracambi and Lajes Small Hydro Plants (PCHs) in partnership with Light, to enter into the following contracts between Cemig Geração e Transmissão S.A. and subsidiaries of Light for the constitution of: The UHE Itaocara Consortium, in partnership with Itaocara Energia Ltda.; the PCH Paracambi Consortium, in partnership with Lightger Ltda.; and the PCH Lajes Consortium, in partnership with Light Energia S.A. — the objects of all three being: analysis of the technical and economic feasibility, preparation of the plans, construction, operation, maintenance and commercial operation of the respective projects. All individuals above instruments are pending approval or authorizations required by regulatory bodies concerned, including ANEEL.

 

15) — FIXED ASSETS

 

 

 

Consolidated

 

 

 

03/31/2009

 

12/31/2008

 

 

 

Historic cost

 

Accumulated
depreciation

 

Net value

 

Net value

 

In service

 

21,168,103

 

(9,414,948

)

11,753,155

 

11,693,314

 

Distribution

 

11,349,553

 

(5,131,494

)

6,218,059

 

6,219,533

 

Generation

 

7,277,689

 

(3,093,611

)

4,184,078

 

4,111,327

 

Transmission

 

1,690,575

 

(721,852

)

968,723

 

972,041

 

Management

 

402,925

 

(270,581

)

132,344

 

137,713

 

Telecoms

 

349,954

 

(168,051

)

181,903

 

183,549

 

Gas

 

97,407

 

(29,359

)

68,048

 

69,151

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,872,036

 

 

1,872,036

 

1,809,521

 

Distribution

 

1,129,198

 

 

1,129,198

 

1,100,645

 

Generation

 

287,072

 

 

287,072

 

313,967

 

Transmission

 

166,625

 

 

166,625

 

138,446

 

Management

 

131,243

 

 

131,243

 

131,095

 

Telecoms

 

30,050

 

 

30,050

 

27,747

 

Gas

 

127,848

 

 

127,848

 

97,621

 

Total fixed assets

 

23,040,139

 

(9,414,948

)

13,625,191

 

13,502,835

 

Special Obligations linked to concessions

 

(2,657,579

)

115,217

 

(2,542,362

)

(2,549,308

)

Net fixed assets

 

20,382,560

 

(9,299,731

)

11,082,829

 

10,953,527

 

 

Special Obligations refer basically to the contributions by consumers for execution of the undertakings necessary to comply with requests for retail supply of electricity.

 

Under Aneel Resolution 234 of October 2006, and Aneel Official Circular 1314/2007, of June 27, 2007, the balance of the Special Obligations linked to assets began to be amortized starting with the second cycle of tariff review of Cemig Distribution and of Light, in 2008, at a percentage corresponding to the average rate of depreciation of the assets.

 

Some land sites and buildings of the subsidiaries which were given in guarantee in lawsuits involving tax, labor-law, civil and other disputes are recorded in Fixed assets — Administration. These were posted at the amount of R$ 7,804 on March 31, 2009 (R$ 8.369, on December 31, 2008), net of depreciation.

 

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Table of Contents

 

16) — INTANGIBLE

 

 

 

Consolidated

 

 

 

03/31/2009

 

12/31/2008

 

 

 

Historic cost

 

Accumulated
amortization

 

Net value

 

Net value

 

In service

 

615.760

 

(235.419

)

380.341

 

383,310

 

Distribution

 

61,882

 

(39,900

)

21,982

 

36,353

 

Generation

 

88,459

 

(52,406

)

36,053

 

70,694

 

Transmission

 

265.418

 

(6.001

)

259.417

 

227,916

 

Management

 

197,782

 

(136,701

)

61,081

 

46,599

 

Telecoms

 

712

 

(411

)

301

 

339

 

Gas

 

1,507

 

 

1,507

 

1,410

 

 

 

 

 

 

 

 

 

 

 

In progress

 

222,472

 

 

222,472

 

221,127

 

Distribution

 

52,177

 

 

52,177

 

51,306

 

Generation

 

33,014

 

 

33,014

 

30,570

 

Transmission

 

2,467

 

 

2,467

 

1,554

 

Management

 

134,814

 

 

134,814

 

137,697

 

Intangible, net

 

838.232

 

(235.419

)

602.813

 

604,437

 

 

17) — SUPPLIERS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

 

 

 

 

Wholesale supply and transport of electricity - Eletrobrás — energy from Itaipu

 

211,683

 

197,130

 

 

 

Furnas

 

52,014

 

68,366

 

 

 

CCEE

 

54,533

 

108,038

 

 

 

Other

 

273,587

 

212,364

 

 

 

 

 

591,837

 

585,898

 

 

 

Materials and services

 

232,570

 

305,923

 

3,212

 

7,134

 

 

 

824,407

 

891,821

 

3,212

 

7,134

 

Noncurrent

 

 

 

 

 

 

 

 

 

Wholesale electricity supply -

 

 

 

 

 

 

 

 

 

Purchase of “free energy” during the period of rationing

 

77

 

77

 

 

 

 

 

77

 

77

 

 

 

 

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

 

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Table of Contents

 

18) — TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

255,404

 

91,111

 

 

 

Social Contribution

 

91,432

 

22,924

 

 

 

ICMS tax

 

295,562

 

284,939

 

18,091

 

18,092

 

Cofins tax

 

76,008

 

78,050

 

 

9,377

 

Pasep

 

13,281

 

14,079

 

 

2,036

 

Social security system

 

16,415

 

18,159

 

1,382

 

1,434

 

Other

 

22,120

 

24,483

 

1,258

 

1,051

 

 

 

720,222

 

533,745

 

20,731

 

31,990

 

 

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

25,890

 

57,308

 

 

 

Social Contribution

 

9,330

 

20,498

 

 

 

Cofins tax

 

3,850

 

12,969

 

 

 

Pasep

 

836

 

2,813

 

 

 

 

 

39,906

 

93,588

 

 

 

 

 

810,128

 

627,333

 

20,731

 

31,990

 

 

 

 

 

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

217,525

 

202,114

 

 

 

Social Contribution

 

51,546

 

46,541

 

 

 

Cofins tax

 

139,061

 

83,965

 

 

 

Pasep

 

29,759

 

31,527

 

 

 

Others

 

6,793

 

7,238

 

 

 

 

 

444,684

 

371,385

 

 

 

 

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

 

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

 

The noncurrent deferred obligations for income tax and the Social Contribution tax refer to recognition of financial instruments (FX variation and hedging transactions) by the cash method — these are due as and when realized, by payment or redemption.

 

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Table of Contents

 

19) — LOANS, FINANCINGS AND DEBENTURES

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Principal

 

 

 

 

 

03/31/2009

 

12/31/2008

 

FINANCING SOURCES

 

maturity

 

Annual cost (%)

 

Currency

 

Current

 

Noncurrent

 

Total

 

Total

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN Amro Bank N. (3)

 

2013

 

6.00

 

US$

 

1,910

 

115,760

 

117,670

 

117,025

 

ABN Amro Real S.A. (4)

 

2009

 

6.35

 

US$

 

17,709

 

 

17,709

 

17,391

 

Banco do Brasil Various bonds (1)

 

2024

 

Various

 

US$

 

16,853

 

78,492

 

95,345

 

93,868

 

Banco do Brasil S.A. (5)

 

2009

 

3.90

 

JPY

 

91,516

 

 

91,516

 

100,160

 

Banco Paribas

 

2012

 

5.89

 

EURO

 

3,485

 

6,857

 

10,342

 

12,919

 

Banco Paribas

 

2010

 

Libor+ 1.875

 

US$

 

28,078

 

13,443

 

41,521

 

41,235

 

KFW

 

2016

 

4.50

 

EURO

 

2,213

 

14,213

 

16,426

 

17,087

 

Unibanco (6)

 

2009

 

6.50

 

US$

 

11,116

 

 

11,116

 

11,044

 

Unibanco (7)

 

2009

 

5.50

 

US$

 

4,817

 

 

4,817

 

4,796

 

Unibanco (8)

 

2009

 

5.00

 

US$

 

20,201

 

 

20,201

 

20,141

 

Brazilian Treasury (10)

 

2024

 

Libor+ Spread

 

US$

 

6,340

 

29,299

 

35,639

 

39,909

 

Santander (13)

 

2009

 

7.00

 

US$

 

6,196

 

 

6,196

 

6,118

 

Banco do Brasil (13)

 

2009

 

8.66

 

US$

 

3,221

 

 

3,221

 

3,217

 

Banco InterAmericano del Desarrollo (13)

 

2026

 

4.20

 

US$

 

670

 

42,933

 

43,603

 

43,018

 

Other

 

2025

 

Various

 

Various

 

11,949

 

6,424

 

18,373

 

18,946

 

Debt in foreign currency

 

 

 

 

 

 

 

226,274

 

307,421

 

533,695

 

546,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Credit Suisse First Boston S.A.

 

2010

 

106.00% of CDI

 

R$

 

200

 

75,000

 

75,200

 

75,241

 

Banco do Brasil

 

2009

 

111.00% of CDI

 

R$

 

124,938

 

 

124,938

 

121,038

 

Banco do Brasil

 

2013

 

CDI+ 1.70

 

R$

 

8,839

 

109,277

 

118,116

 

114,321

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

15,892

 

126,000

 

141,892

 

137,596

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

66,832

 

1,200,000

 

1,266,832

 

1,229,705

 

Banco Itaú BBA

 

2014

 

CDI+ 1.70

 

R$

 

26,002

 

304,338

 

330,340

 

320,181

 

Banco Votorantim S.A.

 

2010

 

113.50% of CDI

 

R$

 

1,879

 

54,372

 

56,251

 

54,456

 

Banco Votorantim S.A.

 

2013

 

CDI+ 1.70

 

R$

 

2,317

 

101,315

 

103,632

 

103,000

 

BNDES

 

2026

 

TJLP+2.34

 

R$

 

95

 

107,089

 

107,184

 

 

Bradesco

 

2014

 

CDI+ 1.70

 

R$

 

34,991

 

379,073

 

414,064

 

401,021

 

Debentures (12)

 

2009

 

CDI+ 1.20

 

R$

 

368,897

 

 

368,897

 

357,472

 

Debentures (12)

 

2011

 

104.00% of CDI

 

R$

 

12,492

 

238,816

 

251,308

 

243,950

 

Debentures Minas Gerais State Govt.

 

2031

 

IGP—M

 

R$

 

 

33,921

 

33,921

 

32,936

 

Debentures (12)

 

2014

 

IGP—M+ 10.50

 

R$

 

26,557

 

303,073

 

329,630

 

324,641

 

Debentures (12)

 

2017

 

IPCA+ 7.96

 

R$

 

9,566

 

432,393

 

441,959

 

427,784

 

Eletrobrás

 

2013

 

FINEL+ 7.50–

 

R$

 

12,343

 

45,258

 

57,601

 

60,799

 

Eletrobrás

 

2023

 

UFIR, RGR+ 6.0–8.0

 

R$

 

42,453

 

314,593

 

357,046

 

369,632

 

Santander

 

2013

 

CDI+ 1.70

 

R$

 

1,840

 

79,673

 

81,513

 

81,119

 

Unibanco

 

2009

 

CDI+ 2.98

 

R$

 

110,997

 

 

110,997

 

107,081

 

Unibanco

 

2013

 

CDI+ 1.70

 

R$

 

24,105

 

309,285

 

333,390

 

322,636

 

Banco do Nordeste do Brasil

 

2010

 

TR+ 7.30

 

R$

 

74,368

 

15,009

 

89,377

 

104,950

 

Unibanco (2)

 

2013

 

CDI+ 1.70

 

R$

 

9,418

 

73,587

 

83,005

 

80,328

 

Itaú and Bradesco (9)

 

2015

 

CDI+ 1.70

 

R$

 

68,109

 

882,809

 

950,918

 

990,280

 

Banco de Desenvolv. de Minas Gerais

 

2025

 

10.00

 

R$

 

695

 

9,517

 

10,212

 

10,372

 

Banco do Brasil S.A. (14)

 

2020

 

TJLP+ 2.55

 

R$

 

1,745

 

27,677

 

29,422

 

28,794

 

Unibanco S.A. (14)

 

2021

 

TJLP+ 2.55

 

R$

 

254

 

3,930

 

4,184

 

4,062

 

BNDES Finem (10)

 

2014

 

TLJP+ 4.30

 

R$

 

21,099

 

92,886

 

113,985

 

108,266

 

Debentures I and IV (10)

 

2010/2015

 

TJLP+ 4.00

 

R$

 

3,915

 

26

 

3,941

 

6,047

 

Debentures V (10)

 

2014

 

CDI+ 1.50

 

R$

 

13,437

 

230,201

 

243,638

 

245,722

 

CCB Bradesco (10)

 

2017

 

CDI+ 0.85

 

R$

 

6,706

 

112,500

 

119,206

 

116,004

 

ABN Amro (10)

 

2010

 

CDI+ 0.95

 

R$

 

232

 

20,000

 

20,232

 

20,980

 

Bc. Regional Desenv. do Extremo Sul (16)

 

2022

 

TJLP+ 4.55

 

R$

 

257

 

3,101

 

3,358

 

3,253

 

Unibanco (16)

 

2021

 

TJLP+ 4.55

 

R$

 

87

 

1,051

 

1,138

 

1,323

 

Banco Itaú (16)

 

2022

 

TJLP+ 4.55

 

R$

 

261

 

3,154

 

3,415

 

3,454

 

Unibanco S.A. (16)

 

2022

 

IGPM+ 9.85

 

R$

 

226

 

1,980

 

2,206

 

2,239

 

BNDES (17)

 

2033

 

TJLP+ 2.4

 

R$

 

 

79,685

 

79,685

 

 

BNDES A/B/C/D Principal Subcredits

 

2014/2016

 

Various

 

R$

 

22,242

 

128,339

 

150,581

 

155,484

 

Other

 

2007/2017

 

Various

 

R$

 

6,819

 

23,407

 

30,226

 

31,697

 

Debt in Brazilian currency

 

 

 

 

 

 

 

1,121,105

 

5,922,335

 

7,043,440

 

6,797,864

 

Total, consolidated

 

 

 

 

 

 

 

1,347,379

 

6,229,756

 

7,577,135

 

7,344,738

 

 


(1)

Interest rates vary: 2.00 to 8.00% per year.

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

(2)

Loans of the holding company.

(3) to (8)

Swaps for exchange of rates were contracted.

 

The following are the rates for the loans and financings taking the swaps into account:

 

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

(9)

Refers to the senior units of the Credit Rights funds. See Explanatory Note 14.

(10)

Loans, financings and debentures of RME (Light S.A.).

(11)

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

(12)

Nominal, book-entry unsecured debentures not convertible into shares, without guarantee.

(13)

Financing of Transchile.

(14)

Financing of Cachoeirão.

(15)

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

(16)

Consolidated loans and financings of Lumitrans, subsidiary of EATE.

(17)

Loan taken on by the holding company jointly with Madeira Energia.

 

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

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017 and
after

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

128,057

 

60,703

 

46,837

 

42,869

 

38,899

 

6,345

 

2,801

 

2,801

 

81,202

 

410,514

 

Euro

 

3,984

 

5,458

 

5,458

 

3,745

 

2,030

 

2,030

 

2,031

 

2,032

 

 

26,768

 

Yen

 

91,516

 

 

 

 

 

 

 

 

 

91,516

 

UMBNDES (**)

 

657

 

582

 

422

 

422

 

422

 

422

 

422

 

422

 

1,126

 

4,897

 

 

 

224,214

 

66,743

 

52,717

 

47,036

 

41,351

 

8,797

 

5,254

 

5,255

 

82,328

 

533,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Expanded Consumer Price Index)

 

9,566

 

 

 

 

 

 

144,131

 

144,131

 

144,131

 

441,959

 

Ufir (Fiscal Reference Unit)

 

33,280

 

45,862

 

47,126

 

43,646

 

38,082

 

37,141

 

35,952

 

30,622

 

47,520

 

359,231

 

Interbank CD rate – CDI

 

893,925

 

634,374

 

726,372

 

941,464

 

1,087,379

 

642,486

 

231,087

 

18,750

 

18,750

 

5,194,587

 

Eletrobrás Finel index

 

9,257

 

12,343

 

12,343

 

12,343

 

11,315

 

 

 

 

 

57,601

 

URTJ (*)

 

35,524

 

48,967

 

51,054

 

51,054

 

51,054

 

49,854

 

25,414

 

20,461

 

158,001

 

491,383

 

IGP-M Inflation Index

 

27,918

 

1,659

 

1,640

 

1,640

 

1,640

 

304,691

 

1,072

 

1,012

 

41,631

 

382,903

 

UMBNDES (**)

 

2,351

 

3,513

 

3,641

 

3,641

 

3,641

 

3,641

 

633

 

 

 

21,061

 

TR Reference Interest Rate

 

55,797

 

33,580

 

 

 

 

 

 

 

 

89,377

 

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

 

2,800

 

125

 

250

 

592

 

592

 

715

 

264

 

 

 

5,338

 

 

 

1,070,418

 

780,423

 

842,426

 

1,054,380

 

1,193,703

 

1,038,528

 

438,553

 

214,976

 

410,033

 

7,043,440

 

 

 

1,294,632

 

847,166

 

895,143

 

1,101,416

 

1,235,054

 

1,047,325

 

443,807

 

220,231

 

492,361

 

7,577,135

 

 


(*)                                 URTJ = Interest Rate Reference Unit.

(**)                          UMBNDES = BNDES Monetary Unit.

(***)                   IGP-DI — General Price Index (domestic availability).

INPC — National Consumer Price Index.

 

The principal currencies and indexors used for monetary updating of the loans, financings and debentures varied as follows:

 

 

 

Change in quarter

 

 

 

Change in quarter

 

 

 

ended 03/31/2009

 

 

 

ended 03/31/2009

 

Currency

 

%

 

Indexors

 

%

 

US dollar

 

(0.93

)

 

IGP-M

 

(0.92

)

Euro

 

(4.94

)

 

Finel

 

(0.18

)

Yen

 

(9.51

)

 

CDI

 

2.85

 

 

 

 

 

Selic

 

2.90

 

 

 

 

 

UMBNDES

 

(0.79

)

 

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

 

 

 

Consolidated

 

Holding

 

Balance at end of year 2008

 

7,344,738

 

80.328

 

Loans and financings

 

192,367

 

 

Monetary and FX variation

 

10,820

 

 

Financial charges provisioned

 

175,582

 

2.677

 

Financial charges paid

 

(33,832

)

 

Charges capitalized

 

1,987

 

 

Adjustment to present value

 

1,825

 

 

Amortization of financings

 

(116,352

)

 

Balance at March 31, 2009

 

7,577,135

 

83,005

 

 

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Table of Contents

 

20) — REGULATORY CHARGES

 

 

 

Consolidated

 

 

 

03/31/2009

 

12/31/2008

 

Global Reversion Reserve – RGR

 

35,135

 

34,385

 

CCC – Fuel Consumption Account

 

21,189

 

47,884

 

Energy Development Account – CDE

 

37,596

 

33,927

 

Eletrobrás – Compulsory loan

 

1,207

 

1,207

 

Aneel inspection charge

 

3,619

 

3,495

 

Energy efficiency

 

182,131

 

171,760

 

Research and development

 

156,326

 

145,898

 

Energy system expansion research

 

2,213

 

20,696

 

National Scientific and Technological Development Fund

 

4,210

 

41,182

 

Alternative Energy Program – Proinfa

 

2,024

 

8,922

 

 

 

445,650

 

509,356

 

 

 

 

 

 

 

Current assets

 

425,344

 

488,835

 

Noncurrent liabilities

 

20,306

 

20,521

 

 

21) — POST-EMPLOYMENT OBLIGATIONS

 

a) The Forluz Pension Fund

 

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

 

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

 

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

 

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

 

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

 

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

 

Hence the obligations for payment of supplementary pension benefits under the Mixed Plan, with characteristics of defined contribution, and their respective assets, in the same amount of R$ 2,385,225, as ascertained on March 31, 2009 are not presented in this Explanatory Note.

 

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

 

Defined Benefit Plan: This is the benefit plan adopted by Forluz up to 1998, through which the average real salary of the last three years of activity of the employee in the Sponsor companies is complemented in relation to the amount of the Official Social Security benefit. After the process of migration that was carried out in June 2007, approved by the Private Pension Plans Authority (SPC), in which more than 80% of the participants migrated to Plans A and B, 51 participants remained in the Defined Benefit Plan.

 

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

 

Separation of the Health Plan

 

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

 

Amortization of actuarial obligations

 

Part of the consolidated actuarial obligation with post-employment benefits in the amount of R$ 935,727 of March 31, 2009 (R$ 941,912 on December 31, 2008) was recognized as an obligation payable by Cemig and its subsidiaries mentioned and is being amortized by June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). After the third Amendment to the Contract of Forluz, the amounts began to be adjusted only by the Expanded National Consumer Price Index (IPCA) published by the Brazilian Geography and Statistics Institute (IBGE), plus 6% p.a.

 

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

 

The Braslight Pension Fund

 

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

 

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

 

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

 

On October 2, 2001, the Private Pension Plans Authority approved a contract for solution to the technical deficit and the refinancing of the reserve to be amortized relating to the pension plans of Braslight, which were recorded in full. This is being paid in 300 monthly installments, starting from July 2001, updated by the variation of the IGP-DI inflation index and interest of 6.00% per year, totaling R$ 1,018,000 at March 31, 2009 (R$1,032,161 on December 31, 2008). The effect on the company’s consolidated results is of the portion corresponding to 25% of this amount, as per proportional consolidation.

 

The movement in the net liabilities has been as follows:

 

 

 

Pension plans and
supplementary
retirement plans

 

Health

 

Dental

 

Life

 

 

 

Consolidated

 

Forluz

 

Braslight

 

Plan

 

Plan

 

Insurance

 

Total

 

Net liabilities on December 31, 2008

 

433,770

 

258,040

 

337,230

 

15,608

 

435,153

 

1,479,801

 

Expenses recognized in the result

 

2,389

 

2,298

 

17,839

 

1,105

 

10,356

 

33,987

 

Contributions paid

 

(32,251

)

(5,838

)

(2,306

)

(186

)

(8,522

)

(49,103

)

Net liabilities on March 31, 2009

 

403,908

 

254,500

 

352,763

 

16,527

 

436,987

 

1,464,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

77,069

 

23,445

 

 

 

 

100,514

 

Noncurrent liabilities

 

326,839

 

231,055

 

352,763

 

16,527

 

436,987

 

1,364,171

 

 

 

 

Pension plans and
supplementary
retirement plans

 

Health

 

Dental

 

Life

 

 

 

Holding company

 

Forluz

 

Plan

 

Plan

 

Insurance

 

Total

 

Net liabilities on December 31, 2008

 

 

 

21,387

 

16,541

 

771

 

18,143

 

56,842

 

Expenses recognized in the result

 

 

 

50

 

756

 

50

 

561

 

1,417

 

Contributions paid

 

 

 

(1,646

)

(431

)

(10

)

(151

)

(2,238

)

Net liabilities on March 31, 2009

 

 

 

19,791

 

16,866

 

811

 

18,553

 

56,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

4,016

 

 

 

 

4,016

 

Noncurrent liabilities

 

 

 

15,775

 

16,866

 

811

 

18,553

 

52,005

 

 

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

 

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22) — CONTINGENCIES FOR LEGAL PROCEEDINGS

 

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

 

Actions in which the company is creditor with chance of success rated “probable”

 

Pasep and Cofins — widening of the calculation base

 

The holding company has legal proceedings challenging the increase of the calculation base for the Pasep and Cofins taxes on financial revenue and other non-operational revenues, in the period from 1999 to January 2004, through Law 9718 of November 27, 1998, and has a judgment in favor at the first instance. In the event that this action is won in the final instance (subject to no further appeal) — the Federal Supreme Court has ruled in favor of the taxpayer on several similar cases — the gain to be registered in the results will be R$ 172,346, net of income tax and Social Contribution tax.

 

Actions in which the company is debtor

 

For those contingencies in which the chances of a negative outcome are rated “probable”, the company and its subsidiaries have constituted provisions for losses.

 

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

 

 

 

Consolidated

 

 

 

Net balance

 

Additions

 

 

 

 

 

Payments

 

Balance on

 

 

 

in 2008 (*)

 

(reversals)

 

Write-offs

 

Balance

 

into court

 

03/31/2009

 

Labor-law contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Various

 

122,856

 

5,430

 

(1,530

)

126,756

 

(18,534

)

108,222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal damages

 

35,436

 

232

 

(29

)

35,639

 

(17,990

)

17,649

 

Tariff increases

 

104,480

 

16,914

 

(342

)

121,052

 

 

121,052

 

Other

 

167,805

 

2,020

 

(581

)

169,244

 

(8,965

)

160.279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Finsocial

 

21,238

 

90

 

 

21,328

 

(1,615

)

19,713

 

PIS and Cofins

 

57,987

 

759

 

 

58,746

 

 

58,746

 

ICMS Tax

 

19,153

 

2,857

 

 

22,010

 

 

22,010

 

Taxes and contributions — demandabilities suspended

 

76,781

 

1,412

 

 

78,193

 

 

78,193

 

Social Contribution

 

6,769

 

61

 

 

6,830

 

 

6,830

 

Social Security System

 

33,672

 

603

 

 

34,275

 

 

34,275

 

Other

 

19,709

 

400

 

 

20,109

 

(7,559

)

12,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Aneel administrative proceedings

 

55,843

 

1,280

 

 

57,123

 

(6,072

)

51,051

 

Total

 

721,729

 

32,058

 

(2,482

)

751,305

 

(60,735

)

690,570

 

 


(*) Balance of Contingencies excluding amounts paid into Court.

 

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Holding company

 

 

 

Net balance
in 2008 (*)

 

Additions
(reversals)

 

Write-offs

 

Balance

 

Payments
into court

 

Balance on
03/31/2009

 

Labor-law contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Various

 

75,450

 

4,309

 

 

79,759

 

(8,336

)

71,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal damages

 

27,635

 

 

(29

)

27,606

 

(17,990

)

9,616

 

Tariff increases

 

76,609

 

16,210

 

 

92,819

 

 

92,819

 

Other

 

93,686

 

1,146

 

 

94,832

 

(3,154

)

91,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Finsocial

 

21,238

 

90

 

 

21,328

 

(1,615

)

19,713

 

ICMS Tax

 

 

 

 

 

 

 

 

 

 

 

 

Taxes and contributions – demandabilities suspended

 

76,781

 

1,412

 

 

78,193

 

 

78,193

 

Social Security System

 

1,064

 

26

 

 

1,090

 

 

1,090

 

Other

 

12,770

 

304

 

 

13,074

 

(5,130

)

7,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Aneel administrative

 

12,129

 

353

 

 

12,482

 

(6,072

)

6,410

 

Total

 

397,362

 

23,850

 

(29

)

421,183

 

(42,297

)

378,886

 

 


(*) Balance of Contingencies excluding amounts paid into Court.

 

Some details on the provisions constituted are as follows:

 

(a)   Labor-law contingencies

 

The complaints under the labor laws refer basically to disputes on overtime and additional payments for dangerous working conditions, as well as property damage and “moral damages” (damages for pain and suffering).

 

(b)   Civil disputes — tariff increase

 

Several industrial consumers filed actions against Cemig seeking reimbursement for the amounts paid as a result of the tariff increase during the federal government’s economic stabilization plan known as the “Cruzado Plan” in 1986, alleging that the said increase violated the control of prices instituted by that plan. Cemig makes its estimates of the amounts to be provisioned based on the disputed amounts billed, and based on recent judicial decisions. The total value of the exposure of Cemig and its subsidiaries in this matter, 100% provisioned, is R$ 121,052.

 

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

 

(c)   PIS and Cofins taxes

 

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

 

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On March 31, 2009 the amount of R$ 54,289 (R$ 53,559 on December 31, 2008) remains provisioned in relation to the increase of the Cofins tax rate from 2% to 3%.

 

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

 

ICMS tax

 

Since 1999, Light has undergone various inspections by the tax authority of Rio de Janeiro State in relation to the ICMS (value added tax charge by states). The infringement notices received so far and not paid are the subject of contestation in the administrative and legal spheres. Management, based on the opinion of its counsel and calculation of the amounts involved in the infringement notices, believes that only a part of these amounts represents “probable” risk of loss, and the amount of R$ 22,010 (R$ 19,153 on December 31, 2008) is provisioned.

 

(e)   Taxes and contributions — demandabilities suspended

 

The provision constituted of R$ 78,193 (R$ 76,781 on December 31, 2008) refers to the deduction in the calculation base for corporate income tax of the expense on the Social Contribution tax paid since 1998. Cemig has been awarded an injunction by the 8th Court of the Federal Judiciary, on April 17, 1998, allowing it not to pay this tax.

 

Social Security System

 

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

 

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

 

The chance of loss in the actions mentioned is rated “probable”, and the amounts provisioned for the actions brought by the INSS total R$ 33,184 (R$ 32,608 on December 31, 2008).

 

(g)   Aneel administrative proceedings

 

On January 9, 2007, Aneel notified Cemig D that it considered certain criteria adopted by the company in calculation of the revenue from the subsidy support for low-income consumers to be incorrect, questioning the criteria for identification of the consumers who should receive the benefit and also the calculation of the difference to be reimbursed by Eletrobrás, in the estimated amount of R$ 143,000. The Company has made a provision corresponding to the loss that it considers probable in this dispute, in the amount of R$ 44,641.

 

Cemig GT was served an infringement notice by the Minas Gerais State Forests Institute (IEF), alleging that it omitted to take measures to protect the fish population, causing fish deaths, as a result of the flow and operation of the machinery of the Três Marias Hydroelectric Plant. The company presented a defense and rates the chance of loss in this action, in the amount of R$ 6,749, as “probable”.

 

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(h)   Others

 

This refers to various claims by people alleging damages, mainly due to accidents allegedly occurring as a result of the Company’s business, and damages as a result of power outages. The provision at March 31, 2009 represents the potential loss on these claims.

 

(i)    Actions in which the chance of loss is rates “possible” or “remote”

 

Cemig and its subsidiaries are disputing other actions in the courts for which it rates the chance of a loss in the action to be “possible” or “remote”. The following are some details of the most significant actions:

 

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

 

The Federal Tax Authority, on October 11, 2001, issued a Notice of Infringement, in the updated amount of R$ 323,199, as a result of the use of tax credits which resulted in the rectification, reducing taxes payable, of the income tax declarations for 1997, 1998 and 1999. The income tax returns were rectified as a result of the change in the method of accounting of the post-employment benefit liabilities. The additional post-employment benefits which resulted from the changes in the method of accounting were recognized in the tax years rectified, resulting in a tax loss and a negative basis for calculation of the Social Contribution.

 

Cemig presented an administrative appeal in the Finance Ministry Taxpayers’ Council, obtaining a favorable decision for the years of 1997 and 1998 and an adverse decision in relation to the year 1999. This adverse decision would result in a reduction of the tax loss carryforward, registered as tax credits, in the historic amount of R$ 29,115. The tax credits were not reduced, and a provision for contingencies for any losses as a result of this decision was not made, since Cemig believes that it has solid legal argument and grounds for the procedures adopted for recovery of the said tax credits in the Courts. Thus, it rates the chance of loss in this action “remote”.

 

The tax credits constituted, mentioned in the previous paragraph, were used by Cemig to offset federal taxes and contributions paid in the business years of 2002 and 2003. Due to this fact, Cemig had the offsetting proceedings refused by the federal tax authority and would be exposed to an additional penalty, updated to March 31, 2009 of R$ 289,620. With the decision of the Taxpayers’ Council, mentioned above, Cemig considers that the refusal of this process of offsetting becomes null. Thus, no contingency provision was constituted to meet any losses, since Cemig believes that it has solid legal grounds for the procedures adopted and rates the chance of loss in this action “remote”.

 

(ii) Tax on Inheritance and Donations (ITCMD)

 

The State of Minas Gerais sued the Company for non-payment of the tax on inheritance and donation (ITCMD) in relation to the contributions of consumers the amount of which on March 31, 2009 was R$ 142,535. No provision was constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim. The expectation of loss attributed to this action is “remote”.

 

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

 

Aneel filed an administrative action against Cemig stating that the company owes R$ 1,066,419 to the federal government as a result of an alleged error in the calculation of credits under the CRC (“Results Compensation”) Account (credits in favor of Cemig from the federal government). On October 31, 2002 ANEEL issued a final administrative decision against Cemig. On January 9, 2004 the National Treasury issued a claim against the Company for collection of the debit. Cemig did not make the payment because it believes that it has arguments on the merit for defense in the Courts and, thus, has not constituted a provision for this action. The chance of loss in this action is rated “possible”.

 

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

 

In 2006 Cemig and its subsidiaries Cemig GT and Cemig D paid an indemnity to the employees in the amount of R$ 177,685, in exchange for the rights to future payments known as the “Anuênio” which would be incorporated into future salaries. The company and its subsidiaries did not make the payments of income tax and social security contribution on this amount because it considered that these obligations are not applicable to amounts paid as an indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the Federal Tax Authority and the National Social Security Institution, the company and its subsidiaries decided to file for orders of mandamus to allow payment into Court of the amount of any obligations, in the amount of R$ 158,748. This has been posted in Payments into Court. No provision was made for possible losses in this matter since the company and its subsidiaries rate the chance of loss in this action as “possible”.

 

In September 2006 Cemig was notified by the INSS as a result of the non-payment of the Social Security contribution on the amounts paid as profit shares in the period 2000 to 2004, representing the amount of R$ 115,101. Cemig has appealed, in administrative proceedings, against the decision. No provision has been constituted for possible losses and Cemig believes it has arguments on the merit for defense, and the expectation of loss in this action is considered to be “possible”.

 

(V) ICMS

 

Since 2002 the Company has received a subsidy contribution from Eletrobrás in relation to the discounts given to low-income consumers. The Minas Gerais State Tax Authority served an infringement notice on Cemig, relating to the period from 2002 to 2005, on the argument that the subsidy contribution should be subject to the ICMS tax. The potential for loss in this action is R$ 134.515, not including any ICMS tax that might be demanded by the Authority relating to period subsequent to the infringement notice. No provision was constituted for the result of this dispute, since Cemig believes the legal obligation is non-existent and that it has arguments on the merit for defense against this demand. The chance of loss in this action is rated “possible”.

 

Cemig was served an infringement notice, as co-defendant, in which the Minas Gerais State Tax Authority demanded payment of in R$ 44.976 in ICMS tax on sales of excess electricity by industrial consumers during the period of electricity rationing. If the Company does have to pay the ICMS on these transactions, it can charge consumers the same amount to recover the amount of the tax plus any possible penalty charge. The chance of loss in this action is rated “possible”.

 

(vi) Tax on services (ISS)

 

Cemig is involved in litigation with the Prefecture of Belo Horizonte on criteria for applicability of the ISS tax on services performed by the company. The amount involved in the action is R$ 33.614. No provision has been constituted for possible losses. Cemig believes it has arguments on the merit for defense, and the chance of loss in this action is rated “possible”.

 

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(vii) Regulatory contingency — CCEE

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained a judgment in its favor in February 2006, which orders Aneel and the CCEE to comply with the claim by AES Sul and recalculate the transactions during the rationing period leaving out of account its Dispatch No. 288/2002. This was to be put into effect in the CCEE in November 2008, resulting in an additional disbursement for Cemig, referring to the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 84,940. On November 9, 2008 the company obtained an injunction from the Regional Federal Court suspending the obligation to deposit the amount claimed as a result of the Special Financial Settlement effected by the CCEE. No provision was constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim. The chance of loss in this action is rated “possible”.

 

(viii) Environmental complaints

 

An environment association, through a public civil action, claimed indemnity for supposed collective environmental damages as a result of the construction and operation of the Nova Ponte Plant. The amount involved in the action is R$ 977,163. The company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions. The chance of loss in this action is rated “possible”.

 

(ix) Civil claims — consumers

 

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

 

Cemig is defendant in legal proceedings challenging the criteria for measurement of amounts to be charged in relation to the contribution for public illumination, in the total amount of R$ 837,580. The Company believes it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action. The likelihood of loss in this action is considered “possible”.

 

A public action challenging the Conduct Adjustment Undertaking between Cemig and the Public Attorneys’ Office demands return to the public funds of the amounts paid to the contractors providing services to the company that carried out the Light for Everyone Program. The amount involved in the action is R$ 1,497,813. The Company believes that it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action. The chance of loss in this action is rated “possible”.

 

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

 

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23) – STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

Balance at December 31, 2008

 

9.351.634

 

Interest on Equity

 

336.242

 

Balance on 31 March 2009

 

9.687.876

 

 

Stockholders’ Agreement

 

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

 

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

 

Capital increase at General Meeting of Stockholders held in April 2009

 

The General Meeting of Stockholders held on April 29, 2009 approved an increase in the registered capital of CEMIG from R$ 2,481,508 to R$ 3,101,884, with issuance of new shares upon capitalization of R$ 606,454 of the balance of the Retained Earnings Reserve, and R$ 13,922 from the Capital Reserve, distributing to stockholders as a consequence a 25% stock bonus, in new shares of the same type as those held, with a nominal unit value of R$ 5.00.

 

24) – GROSS SUPPLY OF ELECTRICITY

 

These figures give total supply of electricity by type of consumer:

 

 

 

(Not reviewed by independent auditors)

 

 

 

 

 

 

 

Number of consumers (*)

 

MWh (*)

 

R$

 

 

 

03/31/2009

 

03/31/2008

 

1Q09

 

1Q08

 

1Q09

 

1Q08

 

Residential

 

9.108.642

 

8.815.400

 

2.446.236

 

2.236.580

 

1.072.401

 

1.149.276

 

Industrial

 

86.506

 

86.349

 

5.593.627

 

6.101.503

 

869.588

 

891.848

 

Commercial, services and others

 

852.082

 

832.761

 

1.566.568

 

1.477.530

 

636.899

 

667.921

 

Rural

 

535.560

 

569.093

 

455.518

 

456.423

 

96.987

 

137.545

 

Public authorities

 

64.356

 

61.495

 

258.624

 

236.587

 

104.450

 

95.904

 

Public illumination

 

3.286

 

2.790

 

311.294

 

301.901

 

71.455

 

81.887

 

Public service

 

9.696

 

9.211

 

327.063

 

330.386

 

85.177

 

91.881

 

Sub-total

 

10.660.128

 

10.377.099

 

10.958.930

 

11.140.910

 

2.936.957

 

3.116.262

 

Own consumption

 

1.168

 

1.151

 

12.815

 

13.106

 

 

 

 

Subsidy for low-income consumers

 

 

 

 

 

144.203

 

41.142

 

Retail supply not invoiced, net

 

 

 

 

 

(39.536

)

99.190

 

 

 

10.661.296

 

10.378.250

 

10.971.745

 

11.154.016

 

3.041.624

 

3.256.594

 

Supply to other concession holders (**)

 

82

 

82

 

2.748.037

 

2.712.266

 

270.055

 

294.355

 

Transactions in energy on the CCEE

 

 

 

832.304

 

152.163

 

89.449

 

24.294

 

Effect of the Definitive Tariff Adjustment (***)

 

 

 

 

 

(264.625

)

 

Total

 

10.661.378

 

10.378.332

 

14.552.086

 

14.018.445

 

3.136.503

 

3.575.243

 

 


(*)                                 The consumers column Includes 100% of the consumers of Light, subsidiary of RME.

The MWh column includes 25.00% of the total MWh sold by Light.

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

(***)                   See Note 32.

 

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25)     REVENUE FOR USE OF THE NETWORK — FREE CONSUMERS

 

The TUSD revenue is primarily from charges of a tariff to free consumers, which have bought electricity, for the use of the distribution network.

 

 

 

Consolidated

 

 

 

03/31/2009

 

03/31/2008

 

Tariff for use of the Electricity Distribution Systems (TUSD)

 

274.055

 

309.353

 

Revenue from use of the basic network

 

149.500

 

155.616

 

Revenue from connection to the system

 

28.537

 

16.623

 

 

 

452.092

 

481.592

 

 

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

 

26) — OTHER OPERATIONAL REVENUES

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

Retail supply of gas

 

72,039

 

92,039

 

 

 

Charged service

 

3,663

 

3,093

 

 

 

Telecommunications services

 

28,990

 

22,957

 

 

 

Services provided

 

13,837

 

14,874

 

 

 

Rental and leasing

 

16,475

 

10,994

 

84

 

97

 

Other

 

3,264

 

2,345

 

 

 

 

 

138,268

 

146,302

 

84

 

97

 

 

27) — DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

Consolidated

 

 

 

03/31/2009

 

03/31/2008

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

740,065

 

785,265

 

Cofins tax

 

281,339

 

344,314

 

PIS and Pasep taxes

 

54,131

 

73,133

 

Other

 

1,021

 

571

 

 

 

1,076,556

 

1,203,283

 

Charges passed through to the consumer

 

 

 

 

 

Global Reversion Reserve — RGR

 

43,730

 

42,855

 

Energy Efficiency Program — PEE

 

8,196

 

10,141

 

Energy Development Account — CDE

 

93,462

 

97,387

 

Fuel Consumption Charge — CCC

 

122,620

 

77,225

 

Research and Development — R&D

 

6,355

 

6,933

 

National Scientific and Technological Development Fund — FNDCT

 

6,385

 

7,174

 

Energy System Expansion Research (EPE / Energy Ministry)

 

3,237

 

3,480

 

 

 

283,985

 

245,195

 

 

 

1,360,541

 

1,448,478

 

 

Cemig pays ICMS applicable to “Portion A” and to the Deferred Tariff Adjustment in conformity with the invoicing of amounts on the consumer’s electricity invoice.

 

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Table of Contents

 

28) — OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

Personnel expenses (a)

 

298,021

 

284,363

 

5,776

 

3,880

 

Post-employment obligations

 

33,987

 

61,668

 

1,417

 

2,796

 

Materials

 

25,976

 

48,271

 

40

 

34

 

Outsourced services

 

160,659

 

144,752

 

2,428

 

1,352

 

Energy purchased for resale (b)

 

671,842

 

725,366

 

 

 

Depreciation and amortization

 

171,042

 

201,481

 

46

 

74

 

Financial compensation for use of water resources

 

36,118

 

33,786

 

 

 

Operational provisions (c)

 

53,487

 

96,353

 

20,981

 

40,822

 

Charges for the use of the basic transmission grid

 

204,191

 

172,324

 

 

 

Gas purchased for resale

 

39,314

 

53,420

 

 

 

Other operational expenses, net (d)

 

62,043

 

52,908

 

9,751

 

1,286

 

 

 

1,756,680

 

1,874,692

 

40,439

 

50,244

 

 

(a)   PERSONNEL EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

 

 

 

 

 

 

 

 

 

 

Remuneration and salary-related charges and expenses

 

277,477

 

250,297

 

4,384

 

2,318

 

Supplementary pension contributions — defined contribution plan

 

17,694

 

17,198

 

744

 

685

 

Assistance benefits

 

30,931

 

29,950

 

656

 

724

 

 

 

326,102

 

297,445

 

5.784

 

3,727

 

Permanent Voluntary Dismissal Program (PPD)

 

(2,219

)

6,112

 

(8

)

153

 

(—) Personnel costs transferred to works in progress

 

(25,862

)

(19,194

)

 

 

 

 

(28,081

)

(13,082

)

(8

)

153

 

 

 

298,021

 

284,363

 

5,776

 

3,880

 

 

Program for employee resignations

 

The Voluntary Dismissal Program (PPD)

 

The company has a Voluntary Dismissal Program (PPD), which is permanent, and applicable to spontaneous rescissions of employment contracts by employees. Among the principal financial incentives of the program are payment of 3 times the gross amount of monthly remuneration, and 6 months’ contributions to the Health Plan after leaving the company, deposit of the 40% “penalty” payment due on the balance of the FGTS upon termination of an employment contract, and payment of up to 24 months’ contributions to the Pension Fund and the National Social Security System after termination of the contract, in accordance with certain criteria established in the regulations of the program.

 

Since this program was put in place in March 2008, 679 employees have subscribed to it (143 of Cemig GT, 523 of Cemig D, and 13 of Cemig, the holding company). An expense has been recognized for the financial incentives under the program, recognized in full in the 2008 income statement.

 

80



Table of Contents

 

 

 

Consolidated

 

 

 

03/31/2009

 

03/31/2008

 

(b)  ELECTRICITY PURCHASED FOR RESALE

 

 

 

 

 

From Itaipu Binacional

 

225,307

 

230,439

 

Short-term energy

 

15,564

 

87,085

 

Proinfa

 

27,969

 

17,846

 

“Initial contracts”

 

1,892

 

 

“Bilateral Contracts”

 

120,272

 

96,020

 

Energy acquired in auctions in the Regulated Market

 

235.430

 

251,386

 

Portion A

 

45.408

 

42,590

 

 

 

671,842

 

725,366

 

 

The “Portion A” amounts refer to the transfer to the income statement of the respective amounts received in the tariff. See further information in Explanatory Note 6.

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

(c)  OPERATIONAL PROVISIONS

 

 

 

 

 

 

 

 

 

Pension plan premiums

 

(1,481

)

161

 

 

7

 

Provision (reversal) for credit of doubtful debts

 

29,097

 

42,923

 

(1,252

)

(1,298

)

Provision (Reversal) for labor-law contingencies

 

5,423

 

(627

)

4,308

 

(2,865

)

Reversal of Aneel administrative proceedings

 

1,279

 

642

 

353

 

(1,568

)

Provision for legal contingencies — civil actions

 

13,495

 

30,316

 

13,495

 

26,851

 

Provision for civil actions on tariff increases

 

3,718

 

10,463

 

3,718

 

9,413

 

Other provisions

 

1,956

 

12,475

 

359

 

10,282

 

 

 

53,487

 

96,353

 

20,981

 

40,822

 

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

(d)  OTHER OPERATIONAL EXPENSES, NET

 

 

 

 

 

 

 

 

 

Leasing and rentals

 

9,558

 

7,797

 

141

 

89

 

Advertising

 

3,584

 

8,968

 

655

 

48

 

Own consumption of electricity

 

3,426

 

4,645

 

 

 

Subsidies and donations

 

3,684

 

3,638

 

240

 

150

 

Aneel inspection charge

 

10,679

 

10,433

 

 

 

Payments for concessions

 

2,318

 

4,326

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

6,146

 

6,170

 

14

 

22

 

Insurance

 

583

 

1,940

 

35

 

32

 

Contribution to the MAE

 

1,221

 

974

 

1

 

1

 

Other expenses (Recovery of expenses)

 

20,844

 

4,017

 

8,665

 

944

 

 

 

62,043

 

52,908

 

9,751

 

1,286

 

 

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29) — NET FINANCIAL REVENUE (EXPENSES)

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

 

 

Revenue from cash investments

 

66,383

 

53,863

 

6,588

 

555

 

Arrears penalty payments on electricity bills

 

27,513

 

50,708

 

 

 

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

 

40,006

 

39,278

 

 

 

Monetary variation of CVA

 

11,508

 

7,467

 

 

 

Monetary variation — General Agreement for the Electricity Sector

 

15,446

 

45,206

 

 

4,357

 

Monetary variation — Deferred Tariff Adjustment

 

1,777

 

25,897

 

 

 

 

FX variations

 

20,875

 

2,676

 

1

 

32

 

Pasep and Cofins taxes on financial revenues

 

(424

)

(3,708

)

 

 

Gains on financial instruments

 

547

 

6,792

 

 

 

Adjustment to present value

 

614

 

 

 

 

 

Gains on FIDC

 

 

 

9,415

 

11,435

 

Other

 

24,950

 

19,802

 

5,721

 

5,347

 

 

 

209,195

 

247,981

 

21,725

 

21,726

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Charges on loans and financings

 

(199,809

)

(194,718

)

(2,677

)

(2,392

)

Monetary variation — General Agreement for the Electricity Sector

 

(1,273

)

(11,852

)

 

 

Monetary variation of CVA

 

(1,835

)

(4,806

)

 

 

FX variations

 

2,584

 

(10,496

)

(3

)

(3

)

Monetary variation — loans and financings

 

(3,816

)

(24,019

)

 

 

CPMF tax. reversal

 

 

(5,774

)

 

(1,612

)

Provision (reversal) for losses on recovery of Extraordinary Tariff

 

 

 

 

 

 

 

 

 

Recomposition and “free energy” amounts — updating

 

8,722

 

(15,987

)

 

(4,357

)

Losses on financial instruments

 

(21,270

)

(11,793

)

 

 

Reversal of provision for PIS and Cofins taxes on Revenue

 

(2,107

)

 

 

 

 

Other

 

(28,148

)

(47,648

)

(7,206

)

(17,958

)

 

 

(246,952

)

(327,093

)

(9,886

)

(26,322

)

 

 

 

 

 

 

 

 

 

 

NET FINANCIAL REVENUE (EXPENSES)

 

(37,757

)

(79,112

)

11,839

 

(4,596

)

 

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

 

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30) — RELATED PARTY TRANSACTIONS

 

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

 

 

 

Holding company and Consolidated

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

 

 

31/03/

 

31/12/

 

31/03/

 

31/12/

 

31/03/

 

31/12/

 

31/03/

 

31/12/

 

COMPANIES

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Distribuição S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

682.227

 

682.227

 

 

 

 

 

 

 

Affiliated or subsidiary companies, or parent company

 

13.369

 

12.117

 

10.372

 

9.967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

539.042

 

539.042

 

 

 

 

 

 

 

Affiliated or subsidiary companies, or parent company

 

394

 

394

 

34

 

36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

65.112

 

61.922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and Traders (1)

 

2.269

 

1.616

 

 

 

19.051

 

17.878

 

 

 

Taxes offsettable – ICMS – current (2)

 

172.342

 

165.307

 

286.540

 

281.134

 

598.178

 

659.384

 

 

 

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

 

1.770.926

 

1.800.873

 

 

 

30.592

 

27.843

 

 

 

Taxes offsettable - ICMS - noncurrent (2)

 

80.191

 

79.170

 

 

 

 

 

 

 

Consumers and resellers (4)

 

10.416

 

17.200

 

 

 

 

 

 

 

Interest on Equity and dividends

 

 

 

 

 

 

 

 

 

Debentures (5)

 

 

 

33.921

 

32.936

 

 

 

(841

)

(1.411

)

Receivables fund – FIDC (6)

 

 

 

950.918

 

990.280

 

 

 

 

 

 

 

 

Financings – BDMG (7)

 

 

 

10.212

 

19.957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forluz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations – current (8)

 

 

 

77.069

 

74.969

 

 

 

 

(31.689

)

(51.969

)

Post-employment obligations – noncurrent (8)

 

 

 

1.133.116

 

1.146.791

 

 

 

 

 

 

 

 

 

Other

 

 

 

33.087

 

73.133

 

 

 

 

 

 

 

 

 

Personnel (9)

 

 

 

 

 

 

 

 

 

(17.588

)

(17.198

)

Current administration expense (10)

 

 

 

 

 

 

 

 

 

(4.250

)

(4.138

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

150.087

 

153.631

 

 

 

 

 

 

 

 

 

 

 

Affiliated and subsidiary companies, or parent companies

 

10.463

 

5.356

 

 

 

 

 

 

 

 

 

 

 

 


Main material comments on the above transactions:

(1)

Sale of electricity to the Government of the State of Minas Gerais. Transactions were carried out on terms equivalent to those which prevail in the transactions with independent parties, considering that the price of the energy is that defined by Aneel through a resolution referring to the company’s annual tariff adjustment. The balance of R$ 10,416 on March 31, 2009 in the short and long term, includes amounts receivable from Copasa, which were renegotiated for payment in 96 months.

(2)

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

(3)

Input of the CRC credits into a Receivables Investment Fund in senior and subordinated units. See further information in Explanatory Note 14.

(4)

A substantial portion of the amount refers to the renegotiation of the debt arising from the sale of electricity to Copasa, with payment scheduled up to September 2012 and financial updating by the IGP-M index + 0.5% p. a.

(5)

Private issue of debentures not convertible into shares in the amount of R$ 120.000, updated by the IGP-M Inflation Index, for conclusion of the Irapé hydroelectric plant, with redemption after 25 days from date of issue. The amount at December 31, 2008 was adjusted to present value, as per Explanatory Note 21.

(6)

Senior units held by third parties, in the amount of R$ 900.000, amortized in 20 six-monthly installments, from June 2006, with updating by the CDI rate plus 1.7% interest per year. See further information in Explanatory Note 12.

(7)

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

(8)

Part of the contracts of Forluz are adjusted by the IPCA (Amplified Consumer Price) Inflation Index of the IBGE (Brazilian Geography and Statistics Institute), and part are adjusted based on the Salary Adjustment Index of the employees of Cemig GT and Cemig D, excluding productivity factors, plus 6% p. a., with amortization up to 2024. See further information in Explanatory Note 23.

(9)

Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 23), calculated on the monthly remunerations in accordance with the regulations of the Fund.

(10)

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

 

See further information on the principal transactions in Explanatory Notes 4, 9, 12, 19, 20, 22, 23, 24 and 28.

 

83



 

Table of Contents

 

31) — FINANCIAL INSTRUMENTS

 

Financial instruments used by Cemig are restricted to cash and cash equivalents, consumers and traders, amounts receivable from the Minas Gerais state government, loans and financings, debentures, and currency swaps. The gains and losses obtained on the transactions are registered in full by the accrual method.

 

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

 

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

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

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

·                  Derivative financial instruments: These are measured at fair value and the effects are recorded directly in the income statement.

 

a) Management of risks

 

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

 

The Company has a Financial Risks Management Committee, with the aim of implementing guidelines and monitoring the financial risk of transactions which might negatively affect the Company’s liquidity and profitability, recommending strategies for protection (hedge) in relation to foreign exchange, interest rate and inflation. These are effectively in line with the Company’s strategy.

 

Cemig’s principal exposure risks are discussed below:

 

Exchange rate risk

 

Cemig and its subsidiaries are exposed to the risk of increase in exchange rates, especially of the US dollar against the Real, with significant impact on indebtedness, profit and cash flow. To reduce the Company’s exposure to increases in exchange rates, on March 31, 2009 CEMIG had hedge transactions contracted which are described in more detail in item b.

 

The net exposure to exchange rates is as follows:

 

 

 

Consolidated and Holding company

 

EXPOSURE TO EXCHANGE RATES

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

US Dollar (Note 19)

 

 

 

 

 

Loans and financings

 

410,514

 

411,479

 

(-) Hedge and swap transactions (*)

 

(61,909

)

(63,198

)

 

 

348,605

 

348,281

 

Yen (Note 20)

 

 

 

 

 

Loans and financings

 

91,516

 

100,160

 

(-) Hedge transactions

 

(90,543

)

(100,037

)

 

 

973

 

123

 

Other foreign currencies (Note 19)

 

 

 

 

 

Loans and financings

 

 

 

 

 

Euro

 

26,768

 

30,006

 

Other

 

4,897

 

5,229

 

 

 

31,665

 

35,235

 

Net liability exposure

 

381,243

 

383,639

 

 


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

 

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Table of Contents

 

The Company estimates that, in a probable scenario, the appreciation of the exchange rates of the foreign currencies against the Real at the end of 2009 will be 1.50%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively — scenarios which we assess as “possible” and “remote”, respectively.

 

Risk — FX exposure

 

Base
Scenario

 

“Probable”
scenario

 

“Possible”
Scenario: FX
Depreciation
25.00%

 

“Remote”
Scenario: FX
Depreciation
50.00%

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

410,514

 

416,684

 

521,299

 

625,913

 

( — ) Hedge and swap transactions

 

(61,909

)

(62,840

)

(78,616

)

(94,393

)

 

 

348,605

 

353,845

 

442,683

 

531,520

 

Yen

 

 

 

 

 

 

 

 

 

Loans and financings

 

91,516

 

92,892

 

116,213

 

139,535

 

( — ) Hedge transactions

 

(90,543

)

(91,904

)

(114,978

)

(138,051

)

 

 

973

 

988

 

1,236

 

1,484

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings

 

 

 

 

 

 

 

 

 

Others

 

26,768

 

27,170

 

33,675

 

40,433

 

 

 

4,897

 

4,971

 

6,161

 

7,397

 

Net liability exposure

 

381,243

 

382,003

 

477,593

 

573,436

 

 

 

 

 

 

 

 

 

 

 

Net effect of FX depreciation

 

 

 

(5,731

)

(102,510

)

(199,590

)

 

Interest rate risk

 

Cemig and its subsidiaries were exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 96,364 at March 31, 2009 (R$ 109,272 on December 31, 2008).

 

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

 

 

 

Consolidated

 

Holding company

 

EXPOSURE TO BRAZILIAN INTEREST RATES

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments (Note 3)

 

2,614,275

 

1,953,165

 

210,132

 

239,545

 

Regulatory assets (Note 5)

 

1,740,596

 

1,642,528

 

 

 

 

 

4,354,871

 

3,595,693

 

210,132

 

239,545

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures (Note 19)

 

(5,194,587

)

(5,122,700

)

(83,005

)

(80,328

)

Regulatory liabilities (Note 5)

 

(623,789

)

(668,916

)

 

 

Hedge and swap transactions (Note 31)

 

(152,452

)

(162,235

)

 

 

 

 

(5,970,828

)

(5,953,851

)

(83,005

)

(80,328

)

Net liability exposure

 

(1,615,957

)

(2,358,158

)

127,127

 

159,217

 

 

In relation to the most significant interest rate risk of an increase of SELIC, the Company estimates that, in a probable scenario, the SELIC rate at the end of 2009 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the SELIC rate of 25% and 50%, respectively — scenarios which we assess as “possible” and “remote”, respectively.

 

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Risco - Alta nas Taxas de juros nacionais

 

Base scenario:
Selic 11.16%

 

Probable
scenario:
Selic 9.00%

 

“Possible”
scenario:
Selic 11.25%

 

“Remote”
scenario:
Selic 13.50%

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments

 

2,614,275

 

2,572,039

 

2,616,027

 

2,660,022

 

Regulatory assets

 

1,740,596

 

1,712,475

 

1,741,762

 

1,771,055

 

 

 

4,354,871

 

4,284,514

 

4,357,789

 

4,431,077

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

(5,194,587

)

(5,110,663

)

(5,198,067

)

(5,285,487

)

Regulatory liabilities

 

(623,789

)

(613,711

)

(624,207

)

(634,705

)

Contracted hedge/swap

 

(152,452

)

(149,989

)

(152,554

)

(155,120

)

 

 

(5,970,828

)

(5,874,363

)

(5,974,828

)

(6,075,312

)

Net liability exposure

 

(1,615,957

)

(1,589,850

)

(1,617,040

)

(1,644,235

)

Net effect of variation in the Selic rate

 

 

 

26,107

 

(1,083

)

(28,278

)

 

Credit risk

 

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

 

Energy scarcity risk

 

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

 

Risk of early maturity of debt

 

The Company and its subsidiaries have contracts for loans, financings and debentures, with the restrictive covenant clauses normally applicable to these types of operation, related to compliance with economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. The restrictive clauses were complied with in full on March 31, 2009.

 

Risk of non-renewal of concessions

 

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

 

b) Financial instruments — derivatives

 

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

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require payments of cash in full, but only of the gains or losses that actually occur. The net results of these transactions represented losses in the first quarter of 2009 and 2008 in the amount of R$ 20,723 and R$ 5,001, respectively. These were posted in Financial revenue (expenses).

 

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Methodology of calculation of the fair value of positions

 

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

 

This table shows the derivative instruments contracted by the subsidiaries Cemig GT and Cemig D on March 31, 2009.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Effect

 

Receivable by

 

Payable by

 

Maturity

 

Market

 

 

 

Lost not realized

 

Receivable

 

Payable

 

CEMIG

 

CEMIG

 

period

 

Trading

 

Principal amount contract

 

Book Value

 

Fair Value

 

Amount

 

Amount

 

 

 

 

 

 

 

 

 

3/31/2009

 

12/31/2008

 

3/31/2009

 

12/31/2008

 

3/31/2009

 

12/31/2008

 

3/31/2009

 

12/31/2008

 

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

 

R$ 100% of CDI + interest (2.98% p.a to 3.01% p.a.)

 

From 04/2009 to 06/2013

 

Over the counter (OTC)

 

US$59,135

 

US$59,135

 

(89,227

)

(87,672

)

(94,993

)

(97,301

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

 

12/2009

 

Over the counter (OTC)

 

¥3,878,825

 

¥3,878,825

 

(1,812

)

2,963

 

(1,812

)

2,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ 106% of CDI

 

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

 

04/2010

 

Over the counter (OTC)

 

R$75,000

 

R$75,000

 

(17,998

)

132

 

(18,441

)

132

 

697

 

(356

)

 

 

 

 

 

 

 

 

 

 

 

 

(109,037

)

(84,577

)

(115,246

)

(94,332

)

697

 

(356

)

 

Additionally, the jointly controlled subsidiary Light uses swap transactions to reduce risks arising from FX variations. The non-realized net value of these transactions on March 31, 2009, was R$ 2, 623 positive (negative in R$ 2,846 on March 31, 2008).

 

c) Sensitivity analysis

 

The two first derivative instruments shown in the table above indicate that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate at the end of 2009 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the CDI rate of 25% and 50%, respectively, in relation to March 31, 2009 — scenarios which we assess as “possible” and “remote”, respectively. In the “possible” and “remote” scenarios, the CDI rate at March 31, 2009 is 11.25%, and 13.50% respectively.

 

The last derivative instrument shown in the table above indicates that the Company is exposed to a monthly variation in the exchange rate of the US dollar against the Real (if it is greater than 48.00% of the CDI). The Company estimates that the exchange rate of the US dollar against the Real at the end of 2009 will be R$ 2.35. The Company has made a sensitivity analysis of the effects on the results of the Company arising from uniform increases of 25% and 50% in the Real/dollar exchange rate in 2009 — these are scenarios of which we rate the chances as “possible” and “remote”, respectively.

 

In these “possible” and “remote” scenarios, the US dollar exchange rate at December 31, 2009 is R$ 2.94, and R$ 3.53, respectively.

 

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Table of Contents

 

 

 

Base
Scenario

 

“Probable”
Scenario

 

“Possible”
Scenario

 

“Remote”
Scenario

 

Risk - Increase in domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts in US$ and Yen

 

(227,452

)

(223,777

)

(227,604

)

(231,432

)

Net effect of variation of the Selic rate

 

 

 

3,674

 

(152

)

(3,980

)

 

 

 

 

 

 

 

 

 

 

Risk – increase in US$

 

 

 

 

 

 

 

 

 

Contracts updated at 106.00% of CDI

 

75,000

 

76,127

 

95,240

 

114,353

 

Net effect of the variation in the US$ 

 

 

 

(1,127

)

(20,240

)

(39,353

)

 

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

 

a)                   Cemig Distribuição S. A.

 

In March 2009 Aneel homologated the final result of the tariff review of Cemig Distribuição, the effects of which take place from April 2008.

 

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

 

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

 

The adjustments in the net profit, which relate principally to (i) the reduction in the value of the “Reference Company” used as a basis for reimbursement of the Company’s manageable costs and also from ANEEL (ii) the new calculation criterion for reimbursement of financial regulatory assets via tariffs, with a consequence of discounts in the amounts that in the opinion of the regulatory agency, were included higher in the Company´s tariff rate as the table bellow shows:

 

The adjustments affected the following income statements on March 31, 2009:

 

 

 

03/31/2009

 

Operacional liquid income of PASEP-COFINS

 

(213,803

)

Operational cost and expenses

 

20,987

 

 

 

(192,906

)

Income tax and contribution

 

65,588

 

Gross profit of the net

 

(127,318

)

 

b)                   Light SESA

 

On November 4, 2008 ANEEL established a provisional structural tariff repositioning for Light with an increase of 1.96%, from November 7, 2008. Considering the financial adicional of 2.30%, increase in the tariff was 4.27%. As a result of the withdrawal from the tariff base of a financial component of —0.41%, which had been added in the annual adjustment of 2007, the average effect on the tariff perceived by consumers was 4.70%

 

In relation to the additional financial items: ANEEL approved an administrative appeal filed by Light at the time of Light’s tariff adjustment of 2007. In this appeal Light requested recalculation of the “Energy CVA” component for the period 2005—6. The impact of this decision on Light was R$ 76.8 million, representing an addition of 1.48% to the tariff, for 12 months.

 

The Tariff Review process principally establishes the following: The repositioning of the tariff level, which establishes tariffs compatible with coverage of efficient operational costs and remuneration on prudent investments; and the “X Factor”, which establishes productivity targets for the subsequent tariff period.

 

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Table of Contents

 

For the calculation of the tariff repositioning, ANEEL establishes the following: (i) efficient operational costs, using the “Reference Company” method; (ii) the amount of “prudent investments”, using the Regulatory Basis for Remuneration; (iii) the level of regulatory losses to be passed through to consumers; and (iv) the non-manageable costs, also known as “Portion A”.

 

33) — SUBSEQUENT EVENTS

 

Acquisition of 65.86% of Terna Participações S. A.

 

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

 

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

 

Temporary Voluntary dismissal program (PDV)

 

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

 

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

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance plan, for 6 months, and of the health plan, for 12 months, from the date of leaving the company.

 

The provision for the expenses under this program will be made in the second quarter of 2009, depending on how many employees subscribe to the program.

 

Rates readjustment

 

The rates of Cemig Distribuição S. A. were increased by an average of 6.21% from April 8,2009. The adjustment was applied in different percentages by category of consumption. As an example, residential consumers had an increase of 4.87% in their electricity bills, while high-voltage consumers had an increase of 9.42%.

 

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Table of Contents

 

34) – INCOME STATEMENTS SEPARATED BY COMPANY

 

DESCRIÇÃO

 

HOLDING

 

CEMIG - GT

 

CEMIG - D

 

RME Light

 

ETEP, ENTE,
ERTE, EATE,
ECTE

 

GASMIG

 

INFOVIAS

 

SÁ CARVALHO

 

ROSAL

 

OUTRAS

 

ELIMINAÇÕES

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATIVO

 

11.232.668

 

8.228.394

 

9.823.165

 

2.366.480

 

320.921

 

508.521

 

288.648

 

156.539

 

127.586

 

766.886

 

(8.692.921

)

25.126.887

 

Disponibilidade

 

214.415

 

1.257.870

 

483.827

 

184.542

 

18.782

 

108.561

 

28.083

 

56.382

 

41.943

 

311.186

 

 

2.705.591

 

Contas a Receber

 

2.256.476

 

435.904

 

1.745.748

 

435.139

 

10.663

 

157.461

 

 

5.593

 

10.401

 

35.290

 

(666.263

)

4.426.412

 

Consumidores e Revendedores

 

 

385.330

 

1.384.982

 

348.253

 

 

157.461

 

 

5.593

 

10.401

 

33.926

 

(170.616

)

2.155.330

 

Consumidores e Revendedores

 

 

 

10.416

 

74.365

 

 

 

 

 

 

 

 

84.781

 

Concessionários - Transporte de Energia

 

 

50.574

 

350.350

 

12.521

 

10.663

 

 

 

 

 

1.364

 

(11.370

)

414.102

 

Contas a Receber do Governo do Estado

 

820.008

 

 

 

 

 

 

 

 

 

 

950.918

 

1.770.926

 

CREDITOS A RECEBER DE CONTROLADAS

 

1.436.468

 

 

 

 

 

 

 

 

 

 

(1.435.195

)

1.273

 

Ativo Regulatório

 

 

26.755

 

1.669.902

 

104.824

 

 

 

 

 

 

 

 

1.801.481

 

Despesas Antecipadas - CVA

 

 

 

542.899

 

36.515

 

 

 

 

 

 

 

 

579.414

 

Despesas Antecipadas - CVA

 

 

 

612.396

 

54.100

 

 

 

 

 

 

 

 

666.496

 

Consumidores - Recomposição Tarifária

 

 

 

288.427

 

14.209

 

 

 

 

 

 

 

 

302.636

 

Consumidores - Recomposição Tarifária

 

 

 

165.296

 

 

 

 

 

 

 

 

 

165.296

 

Revendedores - Transações no MAE

 

 

10.640

 

 

 

 

 

 

 

 

 

 

10.640

 

ATIVO REGULAT. - PIS/PASEP/COFINS

 

 

 

46.240

 

 

 

 

 

 

 

 

 

46.240

 

ATIVO REGULAT. - PIS/PASEP/COFINS

 

 

 

 

 

 

 

 

 

 

 

 

 

RTD

 

 

 

14.644

 

 

 

 

 

 

 

 

 

14.644

 

RTD

 

 

 

 

 

 

 

 

 

 

 

 

 

Revendedores - Transações Energia Livre

 

 

16.115

 

 

 

 

 

 

 

 

 

 

16.115

 

Outros Ativos

 

546.633

 

614.242

 

1.536.415

 

543.824

 

11.960

 

44.901

 

48.311

 

23.563

 

2.988

 

55.168

 

(68.062

)

3.359.943

 

Tributos Compensáveis

 

5.191

 

331.938

 

425.269

 

115.390

 

1.684

 

27.782

 

3.138

 

22.640

 

2.948

 

44.442

 

 

980.422

 

Almoxarifado

 

17

 

3.656

 

23.812

 

4.944

 

2.671

 

1.717

 

 

 

 

 

 

36.817

 

Créditos Tributários

 

41.899

 

24.899

 

168.846

 

61.334

 

 

 

1.522

 

70

 

 

 

 

298.570

 

Fundos Vinculados

 

47

 

1.184

 

183.531

 

 

 

 

 

 

 

 

 

184.762

 

Outros Créditos

 

19.757

 

68.036

 

163.048

 

55.810

 

789

 

3.979

 

11.830

 

265

 

39

 

5.607

 

(22.540

)

306.620

 

Créditos Tributários

 

128.706

 

77.039

 

202.211

 

254.324

 

 

9.882

 

28.409

 

 

 

 

 

700.571

 

Racionamento - Bônus e Custo

 

 

 

 

 

 

 

 

 

 

 

 

 

Tributos Compensáveis

 

189.477

 

18.158

 

57.351

 

15.693

 

 

857

 

3.399

 

 

 

 

 

284.935

 

Depósitos Vinculados a Litígio

 

88.946

 

57.714

 

258.799

 

30.709

 

1.110

 

677

 

 

588

 

1

 

290

 

 

438.834

 

Coligadas e Controladas

 

24.264

 

10.843

 

25.883

 

 

 

 

 

 

 

3.005

 

(63.995

)

 

Outros

 

48.329

 

20.775

 

27.665

 

5.620

 

5.706

 

7

 

13

 

 

 

1.824

 

18.473

 

128.412

 

Investimentos/Imobilizado

 

8.215.144

 

5.893.623

 

4.387.273

 

1.098.151

 

279.516

 

197.598

 

212.254

 

71.001

 

72.254

 

365.242

 

(7.958.596

)

12.833.460

 

Investimentos

 

8.210.890

 

1.074.537

 

5.552

 

4.660

 

 

194

 

 

 

 

59.369

 

(8.211.182

)

1.144.020

 

Imobilizado

 

2.007

 

4.801.846

 

4.157.570

 

1.024.295

 

275.313

 

195.897

 

211.953

 

71.001

 

72.005

 

270.942

 

 

11.082.829

 

Intangivel

 

2.247

 

17.240

 

224.151

 

69.196

 

4.203

 

1.507

 

301

 

 

249

 

34.931

 

252.586

 

606.611

 

Diferido

 

 

 

 

 

 

 

 

 

 

 

 

 

PASSIVO

 

11.232.668

 

8.228.394

 

9.823.165

 

2.366.480

 

320.921

 

508.521

 

288.648

 

156.539

 

127.586

 

766.886

 

(8.692.921

)

25.126.887

 

Fornecedores e suprimentos

 

3.212

 

155.393

 

545.397

 

137.501

 

1.212

 

25.083

 

8.248

 

6.850

 

6.086

 

16.122

 

(80.620

)

824.484

 

Fornecedores

 

3.212

 

155.316

 

545.397

 

137.501

 

1.212

 

25.083

 

8.248

 

6.850

 

6.086

 

16.122

 

(80.620

)

824.407

 

Fornecedores - Suprimento

 

 

77

 

 

 

 

 

 

 

 

 

 

77

 

Emprestimo, Financiamento e Debentures

 

83.004

 

2.988.383

 

2.751.160

 

541.618

 

163.037

 

 

 

 

 

99.015

 

950.918

 

7.577.135

 

Empréstimos e Financiamentos

 

9.417

 

418.079

 

332.840

 

38.007

 

23.492

 

 

 

 

 

22.571

 

68.109

 

912.515

 

Debentures

 

 

381.389

 

36.123

 

17.352

 

 

 

 

 

 

 

 

434.864

 

Empréstimos e Financiamentos

 

73.587

 

1.916.179

 

1.646.730

 

256.032

 

139.545

 

 

 

 

 

76.444

 

882.809

 

4.991.326

 

Debentures

 

 

272.736

 

735.467

 

230.227

 

 

 

 

 

 

 

 

1.238.430

 

Juros sobre Capital Próprio e Dividendos

 

960.129

 

539.042

 

682.227

 

65.112

 

9.584

 

12.289

 

 

19.765

 

18.877

 

88.299

 

(1.435.195

)

960.129

 

Obrigações Pós-Emprego

 

56.021

 

275.811

 

878.353

 

254.500

 

 

 

 

 

 

 

 

1.464.685

 

Obrigações Pós-Emprego

 

4.016

 

18.473

 

54.580

 

23.445

 

 

 

 

 

 

 

 

100.514

 

Obrigações Pós-Emprego

 

52.005

 

257.338

 

823.773

 

231.055

 

 

 

 

 

 

 

 

1.364.171

 

Outros Passivos

 

442.426

 

556.213

 

2.449.683

 

699.708

 

16.123

 

142.767

 

10.182

 

28.023

 

6.961

 

67.046

 

(169.428

)

4.249.704

 

Salários e Contribuições Sociais

 

16.117

 

44.129

 

134.990

 

16.371

 

441

 

403

 

1.527

 

95

 

288

 

147

 

 

214.508

 

Tributos e Contribuição Social

 

20.731

 

186.905

 

453.337

 

36.372

 

2.902

 

26.755

 

7.323

 

25.548

 

4.538

 

45.717

 

 

810.128

 

Encargos Regulatórios

 

 

75.706

 

286.887

 

58.434

 

2.031

 

 

 

1.232

 

620

 

434

 

 

425.344

 

Participação nos lucros

 

1.490

 

8.951

 

28.594

 

 

 

289

 

 

148

 

 

 

 

39.472

 

Dívidas com Pessoas Ligadas

 

10.406

 

5.544

 

23.376

 

 

 

1.316

 

 

 

 

4.880

 

(45.522

)

 

PASSIVOS REGULATÓRIOS CVA

 

 

 

123.051

 

23.725

 

 

 

 

 

 

 

 

146.776

 

PASSIVO REGULATÓRIO REV RECEITA

 

 

 

264.626

 

 

 

 

 

 

 

 

 

264.626

 

Provisão P/Perdas em Instrumentos Financeiros

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisão P/Perdas em Instrumentos Financeiros

 

 

34.861

 

80.386

 

 

 

 

 

 

 

4.801

 

 

120.048

 

Outras Obrigações

 

14.766

 

45.053

 

244.114

 

113.151

 

2.554

 

136.049

 

753

 

308

 

301

 

5.753

 

(123.906

)

438.896

 

Encargos Regulatórios

 

 

4.352

 

15.550

 

 

 

 

 

189

 

48

 

167

 

 

20.306

 

Tributos e Contribuição Social

 

 

106.443

 

254.321

 

81.961

 

 

 

 

502

 

1.165

 

292

 

 

444.684

 

Provisões para Contingências

 

378.886

 

7.591

 

69.973

 

234.120

 

 

 

 

 

 

 

 

690.570

 

PASSIVOS REGULATÓRIOS CVA

 

 

 

459.201

 

336

 

 

 

 

 

 

 

 

459.537

 

Outros

 

30

 

36.678

 

11.277

 

135.238

 

8.195

 

(22.045

)

579

 

1

 

1

 

4.855

 

 

174.809

 

Resultado de Exercícios Futuros

 

 

 

 

 

 

 

 

 

 

 

 

 

Participações minoritárias

 

 

 

 

356.890

 

5.984

 

 

 

 

 

 

 

362.874

 

Patrimônio Líquido

 

9.687.876

 

3.713.552

 

2.516.345

 

311.151

 

124.981

 

328.382

 

270.218

 

101.901

 

95.662

 

496.404

 

(7.958.596

)

9.687.876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RESULTADO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receita Operacional Líquida

 

84

 

732.279

 

1.185.835

 

362.076

 

22.088

 

55.629

 

24.510

 

10.856

 

7.327

 

39.317

 

(73.679

)

2.366.322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSTOS E DESPESA OPERACIONAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pessoal

 

(5.776

)

(68.795

)

(200.966

)

(15.525

)

(623

)

(2.770

)

(2.018

)

(239

)

(297

)

(1.012

)

 

(298.021

)

Pessoal - Administradores e Conselheiros

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obrigações Pós-Emprego

 

(1.417

)

(7.333

)

(22.939

)

(2.298

)

 

 

 

 

 

 

 

(33.987

)

Materiais

 

(40

)

(2.949

)

(20.815

)

(1.118

)

(253

)

(174

)

(319

)

(179

)

(24

)

(105

)

 

(25.976

)

Materia Prima

 

 

 

 

 

 

 

 

 

 

 

 

 

Serviços de Terceiros

 

(2.428

)

(24.537

)

(105.051

)

(14.710

)

(1.356

)

(1.080

)

(4.778

)

(1.084

)

(599

)

(5.036

)

 

(160.659

)

Comp. Financ Utilização Recursos Hídricos

 

 

(34.767

)

 

 

 

 

 

(444

)

(253

)

(654

)

 

(36.118

)

Energia Elétrica Comprada para Revenda

 

 

(27.190

)

(505.711

)

(193.174

)

 

 

 

 

(154

)

(1.268

)

55.655

 

(671.842

)

Encargos de Uso da Rede Básica de Transmissão

 

 

(72.294

)

(119.565

)

(24.823

)

 

 

 

 

(1.133

)

(4.400

)

18.024

 

(204.191

)

Depreciação e Amortização

 

(46

)

(56.026

)

(81.162

)

(19.143

)

(2.207

)

(951

)

(7.115

)

(557

)

(543

)

(3.292

)

 

(171.042

)

Provisões Operacionais

 

(20.981

)

252

 

(15.694

)

(16.388

)

 

 

(3

)

 

 

(673

)

 

(53.487

)

Gás Comprado para Revenda

 

 

 

 

 

 

(39.314

)

 

 

 

 

 

(39.314

)

Outras Despesas Líquidas

 

(9.751

)

(13.672

)

(28.623

)

(6.479

)

(313

)

(1.172

)

(1.406

)

(79

)

(101

)

(449

)

 

(62.043

)

 

 

(40.439

)

(307.311

)

(1.100.526

)

(293.658

)

(4.752

)

(45.461

)

(15.639

)

(2.582

)

(3.104

)

(16.887

)

73.679

 

(1.756.680)

 

Lucro Operacional antes do Resultado deEquivalência Patrim. e Receitas (despesas) Financeiras

 

(40.355

)

424.968

 

85.309

 

68.418

 

17.336

 

10.168

 

8.871

 

8.274

 

4.223

 

22.430

 

 

609.642

 

Resultado Financeiro

 

11.839

 

(50.190

)

(7.773

)

(3.876

)

(3.770

)

4.704

 

781

 

1.610

 

1.206

 

7.712

 

 

(37.757

)

Lucro (prejuizo) Operacional

 

(28.516

)

374.778

 

77.536

 

64.542

 

13.566

 

14.872

 

9.652

 

9.884

 

5.429

 

30.142

 

 

571.885

 

Resultado Não Operacional

 

 

 

 

 

 

 

 

 

 

 

 

 

Lucro (Prejuízo) antes do Imposto de Renda, contribuição social e participação dos empregados

 

(28.516

)

374.778

 

77.536

 

64.542

 

13.566

 

14.872

 

9.652

 

9.884

 

5.429

 

30.142

 

 

571.885

 

Imposto de Renda e Contribuição Social

 

5.923

 

(136.642

)

(18.477

)

(19.561

)

(3.550

)

(4.717

)

(3.267

)

(3.333

)

(994

)

(3.381

)

 

(187.999

)

Participações Minoritáira

 

 

 

 

(20.141

)

(79

)

 

 

 

 

 

 

(20.220

)

Participações dos Empregados

 

(902

)

(5.723

)

(18.725

)

(1.802

)

 

 

 

(63

)

(28

)

(181

)

 

(27.424

)

Lucro Líquido do Exercício

 

(23.495

)

232.413

 

40.334

 

23.038

 

9.937

 

10.155

 

6.385

 

6.488

 

4.407

 

26.580

 

 

336.242

 

 

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Table of Contents

 

CONSOLIDATED ECONOMIC — FINANCIAL PERFORMANCE

 

Amounts are in thousands of Reais unless otherwise stated.

 

Profit in the period

 

Cemig reported in first quarter of 2009 consolidated net profit of R$ 336,242, compared to consolidated net profit of R$ 490,280 million in 1Q08, a reduction of 31.42%.

 

This lower profit was due in part to the extraordinary adjustments posted in the first quarter of 2009, arising from the final values advised by Aneel for the Company’s Tariff Review, with a negative impact of R$ 127 million in the result. In counterpart, an extraordinary creditor item with a positive impact of R$ 38 million, also related to the Tariff Review, was posted in the income statement for the first quarter of 2008.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in first quarter of 2009 was R$ 780,684, vs. R$ 1,081,448 in first quarter of 2008, a reduction of 27.81%. It should be noted that, adjusted for non-recurring items, Ebitda was 4.87% lower year-on-year.

 

As part of the tariff review of Cemig Distribuição, Aneel included in the tariff to be applied as from April 8, 2009 certain financial items relating to previous business years which resulted in the recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be received from consumers in the period April 8, 2009 to April 7, 2010.

 

The financial items mentioned refer principally to the reduction in the cost of the “Reference Company” used by Aneel to reimburse the Company for its manageable costs, with effect backdated to 2008. The impact on Ebitda of this non-recurring recognition of financial items was R$ 192,816.

 

In the previous period the company also made non-recurring adjustments relating to the Tariff Review, but those adjustments had a positive effect on the income statement.

 

These non-recurring adjustments are shown in the table below:

 

EBITDA - R$ ‘000

 

03/31/2009

 

03/31/2008

 

Change %

 

Net profit

 

336,242

 

490,280

 

(31.42

)

+ Provision for current and deferred income tax and Social Contribution

 

187,999

 

276,097

 

(31.91

)

+ Employees’ and managers’ shares in results

 

27,424

 

22,058

 

24.33

 

+ Financial revenues (expenses)

 

37,757

 

79,112

 

(52.27

)

+ Amortization and depreciation

 

171,042

 

201,481

 

(15.11

)

+ Minority interests

 

20,220

 

12,420

 

62.80

 

EBITDA

 

780,684

 

1,081,448

 

(27.81

)

Non-recurring items:

 

 

 

 

 

 

 

- Tariff review — Net revenue

 

213,803

 

(62,464

)

 

+ Tariff review — Operational expense

 

(20,987

)

4,330

 

 

= ADJUSTED EBITDA

 

973,500

 

1,023,314

 

(4.87

)

 

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The reduction in Ebitda shown in the table above affected Ebitda margin, which was 32.99% in the first quarter of 2009, compared to 39.26% in in the first quarter of 2008.

 

Revenue from supply of electricity

 

Gross revenue from supply of electricity in in first quarter of 2009 was R$ 3,136,503, 12.27% less than the revenue of R$ 3,575,243 in 1Q08.

 

This increase was basically due to the following factors:

 

·                  Tariff readjustment of Cemig Distribution, with average impact on consumers’ tariffs of a reduction of 12.24%, from April 8, 2008.

·                  Reduction of the volume of energy invoiced to final consumers 1.60% higher (this excludes Cemig’s own internal consumption).

·                  Posting of regulatory liabilities calculated as a result of the adjustment in the Company’s Tariff Review, backdated to 2009, representing a reduction in gross revenue in the amount of R$ 213,803.

·                  Increase in the average tariff for sale of electricity by Cemig GT as a result of the increase in values under contracts (principally indexed by IGP-M inflation).

 

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

 

 

 

 

 

MWh

 

 

 

Consumption by consumer category

 

03/31/2009

 

03/31/2008

 

Change %

 

Residential

 

2,446,236

 

2,236,580

 

9.4

 

Industrial

 

5,593,627

 

6,101,503

 

(8.3

)

Commercial, services and others

 

1,566,568

 

1,477,530

 

6.0

 

Rural

 

455,518

 

456,423

 

(0.2

)

Public authorities

 

258,624

 

236,587

 

9.3

 

Public illumination

 

311,294

 

301,901

 

3.3

 

Public service

 

327,063

 

330,386

 

(1.0

)

Total

 

10,958,930

 

11,140,910

 

(1.6

)

 

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Table of Contents

 

Revenue from wholesale electricity sales

 

Revenues from energy sold to other concession holders and “bilateral contracts” and sales in the wholesale energy market (CCEE) totaled R$ 359,504 in first quarter of 2009, compared to R$ 318,649 in first quarter of 2008 — an increase of 12.82%. This result is basically due to electricity previous directed to industrial consumers being sold in these markets, because there was a reduction in demand from those consumers due to the economic recession and its impacts on industrial production.

 

Revenue from use of the network — Free Consumers

 

Revenue from use of the grid was 6.13%, or R$ 29.5 million, lower in first quarter of 2009, at R$ 452.09 million, than in first quarter of 2008 (R$ 481.59 million). This revenue comes mainly from amounts charged to free consumers on energy sold by other agents of the electricity sector, and was lower due to lower transport of energy to free consumers, as a result of lower industrial production resulting from the recession. Explanatory Note 25 to the consolidated Quarterly Information gives a breakdown of the balance.

 

Non-controllable costs

 

Differences between the non-controllable costs assumed in calculating tariff adjustments, and disbursements actually made, are recorded in an account known as the CVA (cost variation account), and their total is offset in subsequent tariff adjustments. CVA amounts are registered in Current and Noncurrent assets. Complying with the Aneel Chart of Accounts, some items are allocated as Deductions from operational revenue. Please refer to further information in Explanatory Note 8 to the Consolidated Quarterly Information.

 

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

 

Deductions from operational revenues

 

Deductions from operational revenues in first quarter of 2009 totaled R$ 1.361 billion, 6.07% less than in first quarter of 2008 (R$ 1.448 billion). The principal changes in these expenses are as follows:

 

Fuel Consumption Account — CCC

 

The deduction from revenue relating to the CCC was R$ 122.62 million in the first quarter of 2009, compared to R$ 77.225 million in the first quarter of 2008, representing an increase of 58.78%. This relates to the operational costs of thermal plants in the Brazilian interconnected and isolated systems, split pro-rata between electricity concession holders by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed onto Eletrobrás.

 

Energy Development Account — CDE

 

The deduction from revenue for the CDE was R$ 93.462 million in the first quarter of 2009, 4.03% lower than in the first quarter of 2008 (R$ 97.387 million). The payments are specified by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services is the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge since the CCC is charged to Free Consumers, on the invoice for the use of the grid, and passed on to Eletrobrás.

 

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Table of Contents

 

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

 

Operational costs and expenses (excluding financial revenue/expenses)

 

Operational costs and expenses (excluding net financial revenue (expenses)) totaled R$ 1.757 billion in 1Q09, 6.30% less than in 1Q08 (R$ 1,874,692). This lower amount basically reflects lower costs for purchase of electricity, post-employment benefits and depreciation. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

The principal changes in expenses are:

 

Energy purchased for resale

 

Expenses on electricity purchased for resale totaled R$ 671.84 million in 1Q09, 7.38% lower than in 1Q08 (R$ 725.37 million). This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs. Further information is given in Explanatory Note 28 to the Consolidated Quarterly Information.

 

Personnel expenses

 

Personnel expenses totaled R$ 298.02 million in 1Q09, 4.80% higher than in 1Q08 (R$ 284.36 million). This principally reflects:

 

·                  Salary adjustment of 7.26% given to the employees of the holding company, of Cemig D and of Cemig GT in November 2008.

·                  A provision for the permanent Voluntary Dismissal Program (PPD), in the amount of R$ 6.11 million, in the first quarter of 2008, compared to a reversal of provision of R$ 2.22 million in 2009.

·                  Higher transfer of costs from personnel expenses to works in progress (R$ 25.86 million in 1Q09, vs. R$ 19.19 million in 1Q08) due to higher capital expenditure activity in 2009.

 

Further information on the composition of personnel expenses is given in Explanatory Note 28 to the Quarterly Information.

 

Depreciation and amortization

 

Depreciation and amortization expense was 15.11% lower, at R$ 171.04 million in the first quarter of 2009 (R$ 201.48 million in the first quarter of 2008). This result arises from the depreciation of “Special Obligations”, from April 2008, the date of the second-cycle tariff review.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 33.987 million in 1Q09, compared to R$ 61.668 million in 1Q08, 44.89% lower. These expenses basically represent interest on the actuarial liabilities of the Company, net of the expected return on pension plan assets, as estimated by an external actuary. The lower expense in 2009 reflects the reduction in the present value of the obligations recorded, which is a consequence of the increase in interest rates used for discount of those obligations to present value.

 

Operational provisions

 

Operational provisions in 1Q09 totaled R$ 53.49 million, a reduction of 44.49% in relation to their total of R$ 96.35 million in 1Q08. The lower amount comes from a lower provision for doubtful accounts and contingencies for legal actions in 2009. For more information please see Explanatory Notes 22 and 28 of the Consolidated Quarterly Information.

 

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Table of Contents

 

Charges for Use of the Basic Transmission Grid

 

Charges for use of the transmission network were R$ 204.19 million in 1Q09, 18.49% more than in 1Q08 (R$ 172.32 million).

 

These charges are payable by distribution and generation agents for use of the facilities and components of the basic grid, and are set by Aneel resolution. This is a non-controllable cost: the deduction from revenue recorded is the value effectively passed through to the tariff.

 

Gas purchased for resale

 

The cost of gas purchased for resale was R$ 39.31 million in 1Q09, compared to R$ 53.42 million in 1Q08, a reduction of 26.41%. This lower figure basically reflects the lower sale of gas in 2009 as a result of the effects of the recession on economic activity.

 

Outsourced services

 

Expenses on outsourced services in 1Q09 were R$ 160.66 million, 10.99% higher than in 1Q08 (R$ 144.75 million). The higher expense in 1Q09 mainly reflects higher expenses on maintenance and conservation of electricity facilities and adjustments in values of contracts for provision of services.

 

Financial revenues (expenses)

 

In 1Q09 the company reported net financial expenses of R$ 37.76 million, compared to net financial expenses of R$ 79.11 million in 1Q08. The main factors in this financial result are:

 

·                  Revenue from cash investments 23.24% higher in 2009, when a higher volume of cash was invested: in 1Q09 this revenue was R$ 66.38 million, compared to R$ 53.86 million in 1Q08.

 

·                  Revenue from penalty payments applied to arrears on settlement of electricity bills R$ 23.20 million lower in 1Q09, at R$ 27.51 million, compared to R$ 50.71 million in 1Q08. This variation mainly reflects Cemig D’s higher revenue in 1Q08, relating to accounts received from major industrial consumers for consumption in prior years — the principal amounts of which were considerably less than the amounts added as penalty payments for delay in settlement.

 

·                  Revenue from monetary updating on the General Agreement for the Electricity Sector 65.83% lower, at R$ 15.45 million in 1Q09, compared to R$ 45.21 million in 1Q08 — reflecting the lower value of the regulatory assets in 2009, due to the amortization of the principal regulatory assets constituted.

 

·                  With monetary variation and interest applicable to the Deferred Tariff Adjustment 93.14% lower, at R$ 1.77 million in 1Q 2009 vs. R$ 25.90 million in 1Q08. This mainly reflects the reduction of the size of the asset due to receipt of some of the values receivable into electricity accounts paid by clients. For further details please see Explanatory Note 11 to the Consolidated Quarterly Information.

 

·                  Lower monetary variation on loans and financings, of R$ 3.82 million in 1Q09, compared to R$ 24.02 million in 1Q08. This result is basically due to the higher variation in inflation indices in 1Q09 than in 1Q08.

 

·                  Reversal of provision for losses on the “free energy” assets, of R$ 8.72 million in 2Q09, compared to a provision of an expense of R$ 15.99 million in 2008. This variation is due to the estimate of the receivables of the distributors.

 

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Table of Contents

 

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

 

Income tax and Social Contribution; effective tax rate

 

In 1Q09, Cemig posted expenses on income tax and Social Contribution of R$ 188.999 million, representing 32.87% of the pre-tax profit of R$ 571.885 million. In 1Q08, the company posted expenses on income tax and Social Contribution of R$ 276.097 million, representing 34.48% of the pre-tax profit of R$ 800.855 million. These effective rates are compared with the nominal rates in Note 10 to the Consolidated Quarterly Information for March 31, 2007.

 

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Table of Contents

 

3.                                                                                       Quarterly Financial Information for the quarter ended March 31, 2009, Cemig Distribuição S.A.

 

97



Table of Contents

 

 

TRANSLATION NOT REVISED BY THE EXTERNAL AUDITORS

 

CONTENTS

 

BALANCE SHEETS

 

99

INCOME STATEMENTS

 

101

STATEMENTS OF CASH FLOWS

 

102

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

104

1) – OPERATIONAL CONTEXT

 

104

2) – PRESENTATION OF THE QUARTERLY INFORMATION

 

104

3) – CASH AND CASH EQUIVALENTS

 

105

4) – CONSUMERS AND TRADERS

 

105

5) – REGULATORY ASSETS AND LIABILITIES

 

106

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

 

106

7) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES – CVA

 

108

8) – TAXES SUBJECT TO OFFSETTING

 

108

9) – TAX CREDITS

 

109

10) – DEFERRED TARIFF ADJUSTMENT

 

110

11) – REGULATORY ASSET – PIS/PASEP AND COFINS

 

111

12) – FIXED ASSETS

 

111

13) – INTANGIBLE

 

112

14) – SUPPLIERS

 

112

15) – TAXES, CHARGES AND CONTRIBUTIONS

 

112

16) – LOANS, FINANCINGS AND DEBENTURES

 

113

17) – REGULATORY CHARGES

 

115

18) – POST-EMPLOYMENT OBLIGATIONS

 

115

19) – CONTINGENCY PROVISIONS

 

116

20) – STOCKHOLDERS’ EQUITY

 

118

21) - GROSS REVENUE FROM RETAIL SUPPLY OF ELECTRICITY, AND REVENUE FOR USE OF THE NETWORK – CAPTIVE CONSUMERS

 

118

22) REVENUE FROM USE OF THE NETWORK – FREE CONSUMERS

 

119

23) – OTHER OPERATIONAL REVENUES

 

119

24) – DEDUCTIONS FROM OPERATIONAL REVENUE

 

119

25) – OPERATIONAL COSTS AND EXPENSES

 

120

26) – NET FINANCIAL REVENUES (EXPENSES)

 

122

27) – RELATED PARTY TRANSACTIONS

 

123

28) – FINANCIAL INSTRUMENTS

 

124

29) – FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D

 

127

ECONOMIC – FINANCIAL PERFORMANCE

 

129

 

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BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008

 

ASSETS

 

R$ ‘000

 

 

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

483,827

 

442,421

 

Consumers and traders (Note 4)

 

1,384,982

 

1,348,174

 

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

 

288,427

 

296,372

 

Concession holders – transport of energy

 

350,350

 

388,914

 

Taxes subject to offsetting (Note 8)

 

425,269

 

342,830

 

Anticipated expenses – CVA (Note 7)

 

542,899

 

722,984

 

Tax credits (Note 9)

 

167,574

 

78,342

 

Regulatory asset – PIS, Pasep and Cofins (Note 11)

 

 

46,240

 

Deferred Tariff Adjustment (Note 10)

 

14,644

 

133,423

 

Deposits linked to legal actions

 

183,531

 

203,477

 

Inventories

 

23,812

 

23,410

 

Others

 

163,048

 

162,462

 

TOTAL, CURRENT

 

4,028,363

 

4,189,049

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

Non-current financial assets

 

 

 

 

 

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

 

165,296

 

218,688

 

Anticipated expenses – CVA (Note 7)

 

612,396

 

265,494

 

Tax credits (Note 9)

 

203,483

 

222,051

 

Regulatory asset – PIS, Pasep and Cofins (Note 11)

 

46,240

 

 

Taxes subject to offsetting (Note 8)

 

57,351

 

57,351

 

Deposits linked to legal actions

 

258,799

 

212,832

 

Consumers and traders (Note 4)

 

10,416

 

17,380

 

Receivable from related parties (Note 27)

 

25,883

 

23,860

 

Other credits

 

27,665

 

37,009

 

 

 

1,407,529

 

1,054,665

 

 

 

 

 

 

 

Investments

 

5,552

 

5,554

 

Property, plant and equipment (Note 12)

 

4,157,570

 

4,135,195

 

Intangible (Note 13)

 

224,151

 

225,919

 

TOTAL NON-CURRENT ASSETS

 

5,794,802

 

5,421,333

 

TOTAL ASSETS

 

9,823,165

 

9,610,382

 

 

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

 

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BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008

 

LIABILITIES

 

R$ ‘000

 

 

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

Loans and financings (Note 16)

 

332,840

 

295,236

 

Debentures (Note 16)

 

36,123

 

20,281

 

Suppliers (Note 14)

 

545,397

 

608,261

 

Taxes, charges and contributions (Note 15)

 

453,337

 

359,651

 

Interest on Equity and dividends

 

682,227

 

682,227

 

Salaries and mandatory charges on payroll

 

134,990

 

195,878

 

Regulatory charges (Note 17)

 

286,887

 

327,073

 

Profit shares

 

28,594

 

85,274

 

Post-employment obligations (Note 18)

 

54,580

 

53,092

 

Regulatory liabilities – CVA (Note 7)

 

123,051

 

452,297

 

Regulatory liabilities – Tariff Review (Note 21 and 29)

 

264,626

 

 

Provision for losses on financial instruments (Note 28)

 

80,386

 

79,633

 

Others

 

267,490

 

278,930

 

TOTAL, CURRENT

 

3,290,528

 

3,437,833

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

Loans and financings (Note 16)

 

1,646,730

 

1,675,007

 

Debentures (Note 16)

 

735,467

 

732,144

 

Contingency provisions (Note 19)

 

69,973

 

67,430

 

Suppliers (Note 14)

 

906

 

693

 

Post-employment obligations (Note 18)

 

823,773

 

833,238

 

Taxes, charges and contributions (Note 15)

 

254,321

 

205,950

 

Regulatory liabilities – CVA (Note 7)

 

459,201

 

156,453

 

Regulatory charges (Note 17)

 

15,550

 

15,495

 

Other

 

10,371

 

10,128

 

TOTAL NON-CURRENT

 

4,016,292

 

3,696,538

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 20)

 

 

 

 

 

Registered capital

 

2,261,998

 

2,261,998

 

Profit reserves

 

214,013

 

214,013

 

Accumulated losses

 

40,334

 

 

STOCKHOLDERS’ EQUITY

 

2,516,345

 

2,476,011

 

TOTAL LIABILITIES

 

9,823,165

 

9,610,382

 

 

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

 

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INCOME STATEMENTS

 

FOR THE 3-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008

 

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

 

 

 

03/31/2009

 

03/31/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

Gross supply of electricity (Note 21)

 

503,565

 

843,605

 

Revenue for use of the network – Captive Consumers (Note 21)

 

1,311,655

 

1,499,742

 

Revenue for use of the network – Free Consumers (Note 22)

 

261,850

 

315,032

 

Other operational revenues (Note 23)

 

19,249

 

17,555

 

 

 

2,096,319

 

2,675,934

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 24)

 

(910,484

)

(1,028,152

)

NET OPERATIONAL REVENUE

 

1,185,835

 

1,647,782

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

COST OF ELECTRICITY

 

 

 

 

 

Energy purchased for resale (Note 25)

 

(505,711

)

(577,738

)

Charges for the use of the basic transmission grid (Note 25)

 

(119,565

)

(119,994

)

 

 

(625,276

)

(697,732

)

COST OF OPERATION (Note 25)

 

 

 

 

 

Personnel and managers

 

(188,234

)

(177,085

)

Post-employment obligations

 

(21,370

)

(33,813

)

Materials

 

(21,291

)

(21,715

)

Outsourced services

 

(94,754

)

(89,717

)

Depreciation and amortization

 

(78,544

)

(108,169

)

Operational provisions

 

(1,062

)

(8,272

)

Other

 

(12,279

)

(17,331

)

 

 

(417,534

)

(456,102

)

TOTAL COST

 

(1,042,810

)

(1,153,834

)

 

 

 

 

 

 

GROSS PROFIT

 

143,025

 

493,948

 

 

 

 

 

 

 

OPERATIONAL COST (Note 25)

 

 

 

 

 

Selling expenses

 

(22,164

)

(34,679

)

General and administrative expenses

 

(23,852

)

(34,216

)

Other operational expenses

 

(11,700

)

(7,749

)

 

 

(57,716

)

(76,644

)

PROFIT FROM THE SERVICE (Operational profit before Financial revenues and expenses)

 

85,309

 

417,304

 

NET FINANCIAL REVENUES (EXPENSES) (nota 26)

 

(7,773

)

10,541

 

 

 

 

 

 

 

PROFIT BEFORE TAXATION AND PROFIT SHARES

 

77,536

 

427,845

 

 

 

 

 

 

 

Income tax and Social Contribution (Note 9b)

 

(117,766

)

(174,518

)

Income tax and Social Contribution – deferred (Note 9b)

 

99,289

 

33,487

 

Employees’ and managers’ profit shares

 

(18,725

)

(16,155

)

NET PROFIT FOR THE PERIOD

 

40,334

 

270,659

 

NET PROFIT PER THOUSAND SHARES, R$ 

 

17,83

 

119,65

 

 

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

 

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE PERIOD ENDED MARCH 31, 2009

 

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

 

 

 

Registered
capital

 

Profit
reserves

 

Accumulated
losses

 

Total

 

BALANCE AT DECEMBER 31, 2008

  

2,261,998

  

214,013

  

  

2,476,011

 

Net profit for the period

 

 

 

 

 

40,334

 

40,334

 

BALANCE AT MARCH 31, 2009

 

2,261,998

 

214,013

 

40,334

 

2,516,345

 

 

The Explanatory Notes are an integral part of the financial statements

 

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STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

R$ ‘000

 

 

 

03/31/2009

 

03/31/2008

 

FROM OPERATIONS

 

 

 

 

 

Net profit for the period

 

40.334

 

270.659

 

Expenses (Revenues) not affecting Cash and cash equivalents

 

 

 

 

 

Depreciation and amortization

 

81.162

 

110.515

 

Write-offs of fixed assets, net

 

3.000

 

3.839

 

Interest and monetary variations – Non-current

 

(4.485

)

(2.597

)

Deferred income tax and Social Contribution

 

(99.289

)

(33.487

)

Provisions for operational losses

 

19.586

 

7.859

 

Provision for losses on financial instruments

 

723

 

1.470

 

Post-employment obligations

 

22.939

 

37.169

 

 

 

63.970

 

395.427

 

(Increase) reduction of assets

 

 

 

 

 

Consumers and traders

 

(51.440

)

12.214

 

The Extraordinary Tariff Recomposition

 

66.523

 

80.346

 

Taxes subject to offsetting

 

(82.439

)

(86.825

)

Transport of energy

 

38.564

 

(16.429

)

Deferred tariff adjustment

 

118.779

 

100.416

 

PIS and Cofins taxes

 

 

54.903

 

Other current assets

 

18.958

 

(81.197

)

Payments into court

 

(45.967

)

 

Anticipated expenses – CVA

 

(166.678

)

(105.665

)

Tax credits

 

76.996

 

8.363

 

Other

 

14.795

 

5.721

 

 

 

(11.909

)

(28.153

)

Increase (reduction) of liabilities

 

 

 

 

 

Suppliers

 

(62.864

)

(54.219

)

Taxes and Social Contribution

 

93.686

 

157.188

 

Salaries and mandatory charges on payroll

 

(63.639

)

(23.224

)

Charges passed through to consumer

 

(40.186

)

8.849

 

Loans and financings

 

58.284

 

55.063

 

Post-employment obligations

 

(30.916

)

(41.400

)

Regulatory liabilities – CVA

 

(26.569

)

(1.499

)

Regulatory liabilities – Tariff Review

 

264.626

 

 

Other

 

(67.750

)

(70.488

)

 

 

124.672

 

30.270

 

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

176.733

 

397.544

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Financings obtained

 

 

 

 

 

Short-term loans

 

 

2.675

 

Payments of loans and financings

 

(30.560

)

(11.144

)

Interest on Equity and dividends

 

 

(27.741

)

 

 

(30.560

)

(36.210

)

 

 

 

 

 

 

TOTAL INFLOW OF FUNDS

 

146.173

 

361.334

 

CAPITAL EXPENDITURE

 

 

 

 

 

On investments

 

(127.629

)

(41.930

)

In fixed assets

 

22.862

 

(27.494

)

Special Obligations – consumer contributions

 

(104.767

)

(69.424

)

NET CHANGE IN CASH POSITION

 

 

 

 

 

 

 

41.406

 

291.910

 

STATEMENT OF CHANGES IN CASH POSITION

 

 

 

 

 

At start of the year

 

442.421

 

636.286

 

At end of year

 

483.827

 

928.196

 

 

 

41.406

 

291.910

 

 

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

 

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EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

MARCH 31, 2009

 

In R$ $ ‘000, except where otherwise stated.

 

1) – OPERATIONAL CONTEXT

 

Cemig Distribuição S. A. (“Cemig D”, or “Cemig Distribution”, “the Company” or “Cemig Distribuição”) is a Brazilian corporation registered for listing with the Brazilian Securities Commission (CVM), and a wholly-owned subsidiary of Companhia Energética de Minas Gerais – Cemig (“Cemig”), created on September 8, 2004 and which started operating on January 1, 2005, as a result of the segregation of Cemig’s business activities. Its shares are not traded on any exchange.

 

Cemig Distribution has a concession area of 567,478 Km2, approximately 97% of the Brazilian State of Minas Gerais, serving 6,715,193 consumers as of March 31, 2009. (Information not reviewed by our external auditors).

 

2) – PRESENTATION OF THE QUARTERLY INFORMATION

 

2.1) Presentation of the Quarterly Information

 

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

 

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

 

2.2) Change in the Brazilian Corporate Law

 

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

 

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

 

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

 

The effects in the quarterly statement because of the changes in the Corporate Law were basically the financial instruments, and the impact in the net profit of the quarterly ended on March 31, 2008 were in the amount of R$5,565, and those were not adjusted in the quarterly information for comparative because the amounts were imaterial.

 

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3) – CASH AND CASH EQUIVALENTS

 

 

 

03/31/2009

 

12/31/2008

 

Bank accounts

 

62,530

 

90,539

 

Cash investments

 

 

 

 

 

Bank deposit certificates

 

413,035

 

343,714

 

Treasury Financial Notes (LFTs)

 

3,834

 

4,090

 

National Treasury Notes (LTNs)

 

68

 

65

 

Other

 

4,360

 

4,013

 

 

 

421,297

 

351,882

 

 

 

483,827

 

442,421

 

 

Cash investments consist of transactions carried out with Brazilian financial institutions, contracted on normal market conditions and under normal market rates. They have high liquidity and are promptly convertible into known amounts of cash, not being subject to a significant risk of change in value.

 

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

 

4) – CONSUMERS AND TRADERS

 

 

 

Balances
not yet

 

Up to 90
days past

 

More than
90 days

 

Total

 

Consumer type

 

due

 

due

 

past due

 

03/31/2009

 

12/31/2008

 

Residential

 

363,773

 

122,710

 

121,076

 

607,559

 

541,084

 

Industrial

 

110,109

 

31,208

 

258,047

 

399,364

 

394,659

 

Commercial, services and others

 

191,028

 

36,744

 

68,561

 

296,333

 

289,906

 

Rural

 

52,019

 

12,978

 

16,736

 

81,733

 

99,657

 

Public authorities

 

38,178

 

3,908

 

39,738

 

81,824

 

76,358

 

Public illumination

 

39,153

 

2,434

 

9,060

 

50,647

 

67,973

 

Public service

 

50,095

 

1,081

 

1,555

 

52,731

 

58,837

 

Subtotal – Consumers

 

844,355

 

211,063

 

514,773

 

1,570,191

 

1,528,474

 

Wholesale supply to other concession holders

 

988

 

 

 

988

 

989

 

Provision for doubtful receivables

 

 

 

(186,197

)

(186,197

)

(181,289

)

 

 

845,343

 

211,063

 

328,576

 

1,384,982

 

1,348,174

 

 

Credits receivable from an industrial consumer in the amount of R$ 46,692, not paid due to an injunction that allowed this payment not to be made until final judgment of a legal action challenging the tariff increase during the Cruzado Economic Plan, by Ministerial Order 045/86, are recorded in the accounts. The Company expects these amounts to be received in full.

 

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

 

Receivables in the amount of R$ 10,416 are recorded in non-current assets (long-term receivables) at March 31, 2009 (R$ 17,380 at December 31, 2008), in relation to the renegotiation of receivables owed by Copasa (Minas Gerais Water Company) and other consumers.

 

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5) – REGULATORY ASSETS AND LIABILITIES

 

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

 

 

 

03/31/2009

 

12/31/2008

 

Assets

 

 

 

 

 

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

 

453,723

 

515,060

 

Deferred tariff adjustment – Note 10

 

14,644

 

133,423

 

PIS, Pasep and Cofins taxes – Note 11

 

46,240

 

46,240

 

Pre-paid expenses – CVA – Note 7

 

1,155,295

 

988,478

 

Review of the tariff for use of the distribution network (TUSD)

 

3,089

 

3,089

 

Recovery of discounts on the TUSD

 

585

 

8,101

 

Low-income subsidy (1)

 

129,454

 

92,191

 

Light for Everyone (Luz para Todos) Program (1)

 

981

 

13,589

 

TUSD discounts – Source with incentive

 

 

19,295

 

TUSD discounts – Self-producers and Independent Producers

 

 

20,445

 

Discounts for irrigation enterprises

 

 

19,514

 

Other regulatory assets

 

13,687

 

3,010

 

 

 

1,817,698

 

1,862,435

 

Liabilities

 

 

 

 

 

Regulatory liabilities – CVA (Note 7)

 

(582,252

)

(608,750

)

Review of the tariff for use of the distribution network (TUSD)

 

(14,444

)

(17,519

)

Exposure in CCEAR contracts between Sub-markets

 

(22,285

)

 

Financial “bubble” effect corrected by the IGP-M inflation index (pro rata)

 

(104,458

)

 

Financial adjustment relating to 2008 Tariff Review

 

(160,167

)

 

 

 

(5,736

)

(2,452

)

 

 

(889,342

)

(628,721

)

 

 

 

 

 

 

Taxes, charges and contributions – Deferred liabilities (Note 15)

 

(22,055

)

(73,428

)

 

 

(911,397

)

(702,149

)

 

 

906,301

 

1,160,286

 

 


(1) These items refer to government social programs.

 

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

 

a) The Extraordinary Tariff Recomposition

 

Resolution 91 of the Emergency Electricity Council (GCE), of December 21, 2001 and Law 10438 of April 26, 2002, established the procedures for implementation of the Extraordinary Tariff Recomposition (RTE), coming into force on December 27, 2001. The tariff adjustments were set by Resolution 130 of the GCE, on April 30, 2002, as follows:

 

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

 

·                       Increase of 7.90% for other consumers.

 

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

 

·                       Losses of invoiced sales revenue in the period from June 1, 2001 to February 8, 2002, corresponding to the difference between estimated revenue if the rationing program had not been put in place and the actual revenue while the program was in place, according to a formula published by Aneel. Calculation of this value did not take into account any losses from default by consumers.

 

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

 

The period of validity of the RTE, of 74 months, expired in February 2008, and the Company made a write-off as a loss, of R$ 93,935 as a result of this period not having been sufficient for receipt of all the assets relating to the losses suffered in the rationing period.

 

b)   “Portion A”

 

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

 

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

 

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

 

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

 

Amounts transferred to expenses

 

03/31/2009

 

Energy bought for resale

 

45,408

 

CCC

 

20,107

 

RGR – Global Reversion Reserve

 

2,009

 

Tariff for transport of electricity from Itaipu

 

775

 

Tariff for use of national grid transmission facilities

 

5,193

 

Financial compensation for use of water resources

 

1,784

 

Connection – Realization of “Portion A”

 

110

 

Electricity service inspection charge

 

188

 

 

 

75,574

 

 

c)  Composition of the balances of “Portion A”

 

 

 

03/31/2009

 

12/31/2008

 

 

 

Principal

 

Updated by
Selic

 

Total

 

Total

 

Compensation for items of “Portion A” (3)

 

245,299

 

551,462

 

796,762

 

782,525

 

Amounts raised

 

 

(343,039

)

(343,039

)

(267,465

)

Total of “Portion A”

 

245,299

 

208,423

 

453,723

 

515,060

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

288,427

 

296,372

 

Non-current assets

 

 

 

 

 

165,296

 

218,688

 

 

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Table of Contents

 

7) – ANTICIPATED EXPENSES AND REGULATORY LIABILITIES — CVA

 

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

 

 

 

Balance on
12/31/2008

 

Amounts
deferred (1)

 

Amortization
(2)

 

Monetary
updating (3)

 

Balance on
03/31/2009

 

Energy bought for resale

 

110,555

 

121,050

 

24,302

 

2,705

 

258,612

 

CCC

 

60,576

 

(10,605

)

4,312

 

1,509

 

55,792

 

Charge for System Service (ESS)

 

157,807

 

3,173

 

2,645

 

3,743

 

167,368

 

Tariff for transport of electricity from Itaipu

 

5,372

 

1,702

 

801

 

95

 

7,970

 

Tariff for use of national grid transmission facilities

 

28,157

 

6,068

 

7,822

 

162

 

42,209

 

Financial compensation for use of water resources

 

2,587

 

 

 

 

2,587

 

Energy Development Account (CDE)

 

9,886

 

8,739

 

(294

)

5

 

18,336

 

Alternative Energy Program – Proinfa

 

4,788

 

17,112

 

(1,877

)

146

 

20,169

 

 

 

379,728

 

147,239

 

37,711

 

8,365

 

573,043

 

 

 

 

03/31/2009

 

12/31/2008

 

Current assets

 

542,899

 

722,984

 

Non-current assets

 

612,396

 

265,494

 

Current assets

 

(123,051

)

(452,297

)

Non-current liabilities

 

(459,201

)

(156,453

)

 

 

573,043

 

379,728

 

 


(1)

This refers to the portion of the non-controllable costs that comprise the CVA and which were not included in revenue, and therefore excluded from the income statement.

(2)

This refers to the non-controllable costs included in the CVA which were transferred to the income statement since they are included in the company’s revenues.

(3)

This refers to the updating by the variation in the Selic rate between the date of payment of the expense and its actual offsetting in the tariff adjustment.

 

8) – TAXES SUBJECT TO OFFSETTING

 

 

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

ICMS rebates

 

122,646

 

115,275

 

Income tax

 

206,139

 

152,270

 

Social Contribution

 

89,008

 

69,441

 

Cofins tax

 

5,776

 

4,459

 

Pasep tax

 

1,251

 

968

 

Other

 

449

 

417

 

 

 

425,269

 

342,830

 

NON-CURRENT

 

 

 

 

 

ICMS rebates

 

57,351

 

57,351

 

 

 

482,620

 

400,181

 

 

The balances of income tax and Social Contribution refer to tax credits in corporate income tax returns of previous years, and payments made in 2009, which will be offset in the Income Tax and Social Contribution payable in 2009, recorded in the line Taxes and contributions.

 

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

 

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Table of Contents

 

9) – TAX CREDITS

 

Deferred income tax and Social Contribution

 

The company has tax credits posted in current and non-current assets of income tax, constituted at the rate of 25.00%, and Social Contribution, at the rate of 9.00%, as follows:

 

 

 

03/31/2009

 

12/31/2008

 

Tax credits on temporary differences:

 

 

 

 

 

Post-employment obligations

 

69,191

 

70,474

 

Provision for doubtful receivables

 

71,168

 

69,499

 

Contingency provisions

 

23,745

 

22,880

 

Provision for Pasep/Cofins – Extraordinary Tariff Recomposition

 

461

 

4,196

 

Financial instruments

 

37,585

 

37,329

 

Regulatory liabilities – Tariff Review

 

87,143

 

 

FX variation

 

75,398

 

74,043

 

Other

 

6,366

 

21,972

 

 

 

371,057

 

300,393

 

 

 

 

 

 

 

Current assets

 

167,574

 

78,342

 

Non-current assets

 

203,483

 

222,051

 

 

At its meeting on February 12, 2009, the Board of Directors approved the technical study prepared by the CFO’s department on the forecasts for future profitability adjusted to present value, which show capacity for realization of the deferred tax asset in a maximum period of 10 years, as defined in CVM Instruction 371. This study was also submitted to examination by Cemig’s Audit Board on February 05, 2009.

 

As a result of regulatory liabilities from the final outcome of the second tariff revision, the Company recognized a tax credit in the amount of $ 87,143, as mentioned above. Further explanation, see note 29.

 

In accordance with Cemig D’s estimates, future taxable profits enable the deferred tax asset existing on March 31, 2009 to be realized according to the following estimate:

 

 

 

03/31/2009

 

2009

 

141,174

 

2010

 

110,690

 

2011

 

27,280

 

2012

 

27,280

 

2013

 

27,281

 

2014 to 2016

 

23,515

 

2017 and 2018

 

13,837

 

 

 

371,057

 

 

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:

 

 

 

03/31/2009

 

03/31/2008

 

Profit before income tax and Social Contribution

 

77,536

 

427,845

 

Income tax and Social Contribution – nominal expense

 

(26,362

)

(145,467

)

Tax effects applicable to:

 

 

 

 

 

Employees’ profit shares

 

6,367

 

5,492

 

Tax incentive amounts

 

2,147

 

 

Non-deductible contributions and donations

 

(619

)

(1,014

)

Other

 

(10

)

(42

)

Income tax and Social Contribution – effective expense

 

(18,477

)

(141,031

)

 

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Table of Contents

 

c) Transition Taxation Regime:

 

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

 

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

 

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

 

Based on an initial assessment, the Company has reflected in its accounting statements the effects of the adoption of the RTT, and additional studies will be carried out before the delivery of the DIPJ for 2009.

 

10) – DEFERRED TARIFF ADJUSTMENT

 

Aneel, through Homologating Resolution 71, published with backdated effect on April 4, 2004, decided the results of the periodic tariff revision of the company.

 

The average adjustment applied to the company’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 final portion for receipt of the difference between the tariff adjustments was included in the tariff adjustment which took place on April 8, 2008.

 

The difference between the tariff repositioning to which Cemig D is entitled and the tariff actually charged to consumers was recognized as a regulatory asset.

 

The amounts relating to the deferred tariff adjustment are updated in monetary terms by the IGP-M Index plus interest of 11.26% per year.

 

 

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

Deferred tariff adjustment – since April 8, 2003

 

949,612

 

949,612

 

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

 

475,502

 

447,881

 

Monetary updating – IGP-M Inflation Index

 

226,844

 

201,967

 

(-) Amounts raised

 

(1,637,314

)

(1,466,037

)

 

 

14,644

 

133,423

 

 

 

 

 

 

 

Current assets

 

14,644

 

133,423

 

 

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Table of Contents

 

11) — REGULATORY ASSET — PIS/PASEP AND COFINS

 

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

 

In view of the fact that this increase in the expense should be repaid to the company, the credits were registered, in accordance with a criterion defined by Aneel, as a regulatory asset and there was a counterpart reduction in the expense on PIS/Pasep and Cofins taxes.

 

The Company expects this asset to be recovered in the next forthcoming tariff adjustments.

 

12) — FIXED ASSETS

 

a) Total fixed assets

 

 

 

Historic cost

 

Accumulated
depreciation
and
amortization

 

Net value
03/31/2009

 

Net value
31/12/2009

 

In service

 

10.097.428

 

(4.578.716

)

5.518.712

 

5.516.197

 

- Distribution

 

9.831.106

 

(4.393.101

)

5.438.005

 

5.433.580

 

Lands

 

17.866

 

 

17.866

 

17.865

 

Buildings, works and improvements

 

243.097

 

(128.459

)

114.638

 

116.873

 

Machines and equipment

 

9.499.502

 

(4.217.093

)

5.282.409

 

5.273.573

 

Vehicles

 

60.107

 

(37.278

)

22.829

 

24.990

 

Furniture and utensils

 

10.534

 

(10.271

)

263

 

279

 

- Management

 

266.322

 

(185.615

)

80.707

 

82.617

 

Lands

 

950

 

 

950

 

950

 

Buildings, works and improvements

 

43.515

 

(26.299

)

17.216

 

17.574

 

Machines and equipment

 

173.222

 

(115.855

)

57.367

 

58.505

 

Vehicles

 

28.634

 

(24.869

)

3.765

 

4.122

 

Furniture and utensils

 

20.001

 

(18.592

)

1.409

 

1.466

 

In progress

 

1.133.750

 

 

1.133.750

 

1.121.057

 

- Distribution

 

1.031.622

 

 

1.031.622

 

1.018.043

 

- Management

 

102.128

 

 

102.128

 

103.014

 

Total fixed assets

 

11.231.178

 

(4.578.716

)

6.652.462

 

6.637.254

 

Special Obligations linked to the concession

 

(2.610.109

)

115.217

 

(2.494.892

)

(2.502.059

)

Net fixed assets

 

8.621.069

 

(4.463.499

)

4.157.570

 

4.135.195

 

 

Special Obligations refers to the contributions by consumers for execution of the undertakings necessary to comply with requests for retail supply of electricity, and any settlement of these obligations depends on the will of Aneel, at the termination of Distribution concessions, upon reduction of the residual value of the Fixed Asset for the purposes of determining the value that the Concession-granting Power will pay to the concession holder.

 

Under Aneel Resolution 234 of October 2006, and Aneel Circular 1314/2007 of June 27, 2007, the balances of the “Special Obligations” linked to assets will now be amortized as from the second cycle of tariff reviews, which in the case of Cemig is from April 8, 2008, at a rate yet to be set by Aneel, corresponding to the average rate of the assets in service.

 

Some land sites and buildings owned by Cemig D which were given in guarantee in lawsuits involving tax, labor-law, civil and other disputes are recorded in Fixed assets — Administration. These were posted at the amount of R$ 6,841 on March 31, 2009, net of depreciation (R$ 7,393 on December 31, 2008).

 

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Table of Contents

 

13) — INTANGIBLE

 

 

 

Historic cost

 

Accumulated
amortization

 

Net value,
03/31/2009

 

Net value
12/31/2008

 

In service

 

130.706

 

(80.780

)

49.926

 

51.279

 

- Distribution

 

11.407

 

(529

)

10.878

 

10.880

 

- Management

 

119.299

 

(80.251

)

39.048

 

40.399

 

In progress

 

174.225

 

 

174.225

 

174.640

 

- Distribution

 

48.775

 

 

48.775

 

47.927

 

- Management

 

125.450

 

 

125.450

 

126.713

 

Intangible, net

 

304.931

 

(80.780

)

224.151

 

225.919

 

 

14) — SUPPLIERS

 

 

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

Wholesale supply and transport of electricity -

 

 

 

 

 

Eletrobrás — energy from Itaipu

 

182.139

 

169.196

 

Furnas

 

52.014

 

68.366

 

CCEE

 

11.677

 

67.829

 

Cemig Geração e Transmissão S.A.

 

46.686

 

20.881

 

CHESF — Cia. Hidroelétrica do São Francisco

 

25.437

 

26.226

 

CESP — Cia. Energética de São Paulo

 

17.584

 

16.502

 

CEEE — Cia. Estadual de Energia Elétrica

 

13.403

 

13.501

 

Other generators and distributors

 

102.834

 

60.467

 

 

 

451.774

 

442.968

 

Materials and services

 

93.623

 

165.293

 

 

 

545.397

 

608.261

 

 

15) — TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

Income tax

 

92.995

 

 

Social Contribution

 

34.066

 

 

ICMS tax

 

233.911

 

221.127

 

Cofins tax

 

40.301

 

33.298

 

Pasep tax

 

8.744

 

7.223

 

Social security system

 

11.152

 

11.980

 

Other

 

10.112

 

12.595

 

 

 

431.281

 

286.223

 

Deferred obligations

 

 

 

 

 

Income tax

 

15.221

 

44.916

 

Social Contribution

 

5.480

 

16.170

 

Cofins tax

 

1.113

 

10.140

 

Pasep tax

 

242

 

2.202

 

 

 

22.056

 

73.428

 

 

 

453.337

 

359.651

 

NON-CURRENT

 

 

 

 

 

Cofins tax

 

115.771

 

78.053

 

Pasep tax

 

25.134

 

16.946

 

 

 

140.905

 

94.999

 

Deferred obligations

 

 

 

 

 

Income tax

 

83.394

 

81.581

 

Social Contribution

 

30.022

 

29.370

 

 

 

113.416

 

110.951

 

 

 

254.321

 

205.950

 

 

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

 

112



Table of Contents

 

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

 

The non-current deferred obligations for income tax and Social Contribution refer, substantially, to the recognition of financial instruments (FX variation, and hedge transactions) by the cash method, which are payable as and when realized, by payment or redemption, and to the marking to market of financial instruments, and adjustment to present value, implemented by the change in the Corporate Law, to be reversed as and when realized.

 

16) — LOANS, FINANCINGS AND DEBENTURES

 

 

 

03/31/2009

 

12/31/2008

 

FINANCING SOURCES

 

Principal
maturity

 

Annual cost
(%)

 

Currency

 

Current

 

Non-
current

 

Total

 

Total

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN AMRO Bank - N. (2)

 

2013

 

6.00

 

US$

 

1,910

 

115,760

 

117,670

 

117,025

 

ABN AMRO Real S.A. (3)

 

2009

 

6.35

 

US$

 

3,842

 

 

3,842

 

3,772

 

ABN AMRO Real S.A. (3)

 

2009

 

6.35

 

US$

 

10,487

 

 

10,487

 

10,299

 

ABN AMRO Real S.A. (3)

 

2009

 

6.35

 

US$

 

3,380

 

 

3,380

 

3,320

 

Banco do Brasil S.A. — Various bonds (1)

 

2024

 

Various

 

US$

 

16,853

 

78,492

 

95,345

 

93,868

 

B.N.P. — Paribas

 

2010

 

Libor+ 1.875

 

US$

 

11,862

 

5,673

 

17,535

 

17,410

 

KFW

 

2016

 

4.50

 

EURO

 

2,213

 

14,213

 

16,426

 

17,087

 

UNIBANCO S.A (4)

 

2009

 

6.50

 

US$

 

4,817

 

 

4,817

 

4,796

 

UNIBANCO S.A (4)

 

2009

 

5.00

 

US$

 

11,962

 

 

11,962

 

11,927

 

Debt in foreign currency

 

 

 

 

 

 

 

67,326

 

214,138

 

281,464

 

279,504

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A

 

2009

 

111.00% of CDI

 

R$

 

59,099

 

 

59,099

 

57,254

 

Banco do Brasil S.A

 

2013

 

CDI+ 1.70

 

R$

 

2,145

 

20,001

 

22,146

 

21,434

 

Banco do Brasil S.A

 

2013

 

107.60% of CDI

 

R$

 

12,108

 

96,000

 

108,108

 

104,835

 

Banco do Brasil S.A

 

2014

 

104.1% of CDI

 

R$

 

16,708

 

300,000

 

316,708

 

307,426

 

Banco Itaú — BBA

 

2013

 

CDI+ 1.70

 

R$

 

13,469

 

132,434

 

145,903

 

141,197

 

Banco Itaú — BBA

 

2014

 

CDI+ 1.70

 

R$

 

114

 

3,473

 

3,587

 

3,968

 

Banco Votorantim S.A.

 

2010

 

113.50% of CDI

 

R$

 

1,000

 

29,248

 

30,248

 

29,283

 

Banco Votorantim S.A.

 

2013

 

CDI+ 1.70

 

R$

 

2,306

 

98,214

 

100,520

 

99,771

 

Bradesco S.A.

 

2013

 

CDI+ 1.70

 

R$

 

26,268

 

240,869

 

267,137

 

258,554

 

Debentures (5)

 

2014

 

IGP—M+ 10.50

 

R$

 

26,557

 

303,073

 

329,630

 

324,641

 

Debentures (5)

 

2017

 

IPCA+ 7.96

 

R$

 

9,566

 

432,393

 

441,959

 

427,784

 

Eletrobrás

 

2023

 

UFIR+ 6.00 to 8.00

 

R$

 

42,453

 

314,593

 

357,046

 

369,632

 

Large consumers

 

2011

 

Various

 

R$

 

2,800

 

2,538

 

5,338

 

5,301

 

Santander do Brasil S.A.

 

2013

 

CDI+ 1.70

 

R$

 

1,568

 

49,958

 

51,526

 

50,291

 

UNIBANCO S.A.

 

2013

 

CDI+ 1.70

 

R$

 

10,977

 

130,224

 

141,201

 

136,647

 

Banco do Nordeste do Brasil

 

2010

 

TR+ 7.30

 

R$

 

74,368

 

15,009

 

89,377

 

104,950

 

Other

 

2010

 

Various

 

R$

 

131

 

32

 

163

 

196

 

Debt in Brazilian currency

 

 

 

 

 

 

 

301,637

 

2,168,059

 

2,469,696

 

2,443,164

 

Overall total

 

 

 

 

 

 

 

368,963

 

2,382,197

 

2,751,160

 

2,722,668

 

 


(1)

Interest rates vary:   2.00 to 8.00% p.a.; six-month Libor plus spread of 0.81 to 0.88% p.a.

(2) to (4)

“Swaps” for exchange of rates were contracted. The following are the rates for the loans and financings taking the swaps into account: (2) CDI + 2.00% p.a.;  (3) CDI + 2.12% p.a.; and  (4) CDI + 3.01% p.a.

(5)

Nominal, unsecured, book-entry debentures not converted into shares, without preference.

 

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

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016 em
diante

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

65,113

 

45,579

 

39,906

 

37,010

 

34,113

 

2,586

 

 

40,731

 

265,038

 

Euro

 

2,213

 

2,030

 

2,030

 

2,030

 

2,030

 

2,030

 

2,031

 

2,032

 

16,426

 

 

 

67,326

 

47,609

 

41,936

 

39,040

 

36,143

 

4,616

 

2,031

 

42,763

 

281,464

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Expanded Consumer Price Index)

 

9,566

 

 

 

 

 

 

144,131

 

288,262

 

441,959

 

IGP-M inflation index

 

26,557

 

 

 

 

 

303,073

 

 

 

329,630

 

Ufir (Fiscal Reference Unit)

 

31,875

 

45,580

 

47,007

 

43,526

 

37,966

 

37,079

 

35,923

 

78,090

 

357,046

 

Interbank CD rate - CDI

 

145,762

 

197,172

 

168,793

 

268,793

 

364,793

 

100,870

 

 

 

1,246,183

 

TR

 

55,797

 

33,580

 

 

 

 

 

 

 

89,377

 

Outher

 

2,898

 

190

 

250

 

592

 

592

 

715

 

264

 

 

5,501

 

 

 

272,455

 

276,522

 

216,050

 

312,911

 

403,351

 

441,737

 

180,318

 

366,352

 

2,469,696

 

 

 

339,781

 

324,131

 

257,986

 

351,951

 

439,494

 

446,353

 

182,349

 

409,115

 

2,751,160

 

 

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

 

 

 

Change in

 

 

 

 

 

Change in

 

 

 

 

 

quarter ended

 

Accumulated

 

 

 

quarter ended

 

Accumulated

 

 

 

03/31/2009

 

change in 2008

 

 

 

03/31/2009

 

change in 2008

 

Currency

 

%

 

%

 

Indexors

 

%

 

%

 

US dollar

 

(0.93

)

31.94

 

IGP-M

 

(0.92

)

9.81

 

Euro

 

(4.94

)

24.13

 

FINEL

 

(0.18

)

1.90

 

Yen

 

(9.51

)

62.89

 

SELIC

 

2.90

 

12.48

 

 

 

 

 

 

 

CDI

 

2.85

 

12.32

 

 

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

 

BALANCES AT DECEMBER 31, 2008

 

2,722,668

 

Monetary and FX variation

 

473

 

Financial charges provisioned

 

65,881

 

Capitalization

 

1,987

 

Financial charges paid

 

(9,289

)

Amortization of financings

 

(30,560

)

Balance on 31 March 2009

 

2,751,160

 

 

Restrictive covenant clauses

 

Cemig D has loans and financings with restrictive covenant clauses, which were fully complied with on March 31, 2009.

 

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17) — REGULATORY CHARGES

 

 

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

Global Reversion Reserve — RGR

 

20,985

 

20,931

 

CCC — Fuel Consumption Account

 

14,703

 

36,613

 

Energy Development Account — CDE

 

28,658

 

24,288

 

Eletrobrás — Compulsory loan

 

1,207

 

1,207

 

Aneel inspection charge

 

2,026

 

2,026

 

National Scientific and Technological Development Fund

 

1,461

 

19,605

 

Energy efficiency

 

150,172

 

142,074

 

Research and development

 

82,494

 

78,692

 

Energy system expansion research

 

731

 

9,802

 

Proinfa Alternative Energy Program

 

 

7,330

 

 

 

302,437

 

342,568

 

 

 

 

 

 

 

Current assets

 

286,887

 

327,073

 

Non-current liabilities

 

15,550

 

15,495

 

 

18) — POST-EMPLOYMENT OBLIGATIONS

 

The company became one of the sponsors of the Forluz pension fund (Fundação Forluminas de Seguridade Social), a non-profit institution, with a contributing percentage of 72.45%, the figure being decided based on the allocation of employees in the company in December 2004, with the aim of providing to its associates and participants and their dependents a complementary retirement pension, in accordance with the private pension plan to which they are linked.

 

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

 

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

 

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

 

Hence the obligations for payment of supplementary pension benefits under the Mixed Plan, with characteristics of defined contribution, and their respective assets, in the amount of R$ 1,723,087, are not presented in this Explanatory Note.

 

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

 

Defined Benefit Plan: This is the benefit plan adopted by Forluz up to 1998, through which the average real salary of the last three years of activity of the employee in the Sponsor companies is complemented in relation to the amount of the Official Social Security benefit. On December 31, 2008, 6 active employees and 45 retirees or pension holders were inscribed in this plan.

 

Cemig Distribution also maintains, independently of the plans made available by Forluz, payments of part of the life insurance premium for the retirees, and contributes to a health plan for the employees, retirees and dependents, administrated by Forluz.

 

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Amortization of actuarial obligations

 

Part of the actuarial obligation for post-employment benefits, in the amount of R$ 676,052 on 31 March 2009 (R$ 680,258 on December 31, 2008), was recognized as an obligation payable by the Company and is being amortized by June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). On June 2, 2008, the Third Amendment to the Contract with Forluz was signed, to transfer the debtor balance of the contract relating to the Defined Benefit plan to the “A” plan. The amounts then began to be adjusted only by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE) plus 6% per year.

 

The liabilities and expenses recognized by Light in connection with the Supplementary Retirement Plan, Health Plan and Life Insurance Plan are adjusted in accordance with the terms of CVM Decision CVM 371 and an Opinion prepared by independent actuaries. Thus, the financial updating, and the use of a surplus for amortization of the debt obligation agreed with Forluz, mentioned in the previous paragraphs, did not produce accounting effects in the income statement of Cemig Distribution. The last actuarial valuation was effected in relation to the base date December 31, 2008.

 

The movement in the net liabilities has been as follows:

 

 

 

Pension plans
and
supplementary
retirement plans

 

Health
Plan

 

Dental Plan

 

Life
Insurance

 

Total

 

Net liabilities on December 31, 2008

 

312,900

 

244,989

 

11,313

 

317,128

 

886,330

 

Expense (revenue) recognized in the income statement

 

1,791

 

13,125

 

812

 

7,211

 

22,939

 

Contributions paid

 

(23,034

)

(10

)

(132

)

(7,740

)

(30,916

)

Net liabilities on March 31, 2009

 

291,657

 

258,104

 

11,993

 

316,599

 

878,353

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

54,580

 

 

 

 

54,580

 

Non-current liabilities

 

237,077

 

258,104

 

11,993

 

316,599

 

823,773

 

 

19) — CONTINGENCY PROVISIONS

 

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

 

 

 

Balance on
12/31/2008

 

Additions

 

Write-offs

 

Balance on
03/31/2009

 

Labor-law contingencies

 

 

 

 

 

 

 

 

 

Various

 

6,195

 

1,116

 

 

7,311

 

 

 

 

 

 

 

 

 

 

 

Civil

 

 

 

 

 

 

 

 

 

Personal damages

 

7,801

 

232

 

 

8,033

 

Tariff increases

 

1,410

 

 

(342

)

1,068

 

Other

 

8,310

 

610

 

 

8,920

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

Aneel administrative proceedings

 

43,714

 

927

 

 

44,641

 

Total

 

67,430

 

2,885

 

(342

)

69,973

 

 

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Aneel administrative proceedings

 

On January 9, 2007, Aneel notified Cemig Distribuição S.A. that it considered certain criteria adopted by the company in calculation of the revenue from the subsidy for low-income consumers to be incorrect, questioning the criteria for identification of the consumers who should receive the benefit and also the calculation of the difference to be reimbursed by Eletrobrás, in the estimated amount of R$ 143,000. The Company has made a provision corresponding to the loss that it considers probable in this dispute, in the amount of R$ 44,641.

 

Tariff increases

 

Several industrial consumers filed actions against Cemig, the parent company of Cemig Distribution, seeking reimbursement for the amounts paid as a result of the tariff increase during the federal government’s economic stabilization plan known as the “Cruzado Plan” in 1986, alleging that the said increase violated the control of prices instituted by that plan. The Company estimates the amounts to be provisioned based on the disputed billed amounts and based on recent court decisions. The total value of the exposure of Cemig and its subsidiaries in this matter, 100% provisioned, is R$ 95,095.

 

Legal actions with risk of loss classified as “possible”

 

Additionally, there are legal actions of a regulatory, civil or tax nature in progress, the chances of loss in which have been estimated as “possible”. These are periodically reassessed, and do not require the constitution of a provision in the income statement. They are as follows:

 

ICMS tax — Low-income consumers

 

The company receives a subvention from Eletrobrás in relation to the discounts given to low-income consumers. The Minas Gerais State office of the Federal Tax Authority served an infringement notice on Cemig, on the argument that the subsidy should be subject to the ICMS tax (a value added tax charged by states on invoices for services). The potential for loss in this action is R$ 134,515, not including the ICMS tax that might be claimed by the tax authority relating to the period subsequent to the infringement notice. No provision was constituted for the result of this dispute, since the company believes the legal obligation is non-existent and that it has arguments on the merit for defense against this demand. The chance of loss in this action is rated “possible”.

 

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

 

In 2006 Cemig Distribution paid an indemnity to the employees in the amount of R$ 127,058, in exchange for the rights to future payments known as the “Anuênio” which would be incorporated into salaries. The company did not withhold (for payment to the government) income tax and social security contribution on these payments because it considered that these obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the federal tax authority and the National Social Security Institution, the company decided to file for orders of mandamus to allow payment into Court of the amount of any obligations, in the amount of R$ 87,268,. These are posted in Deposits connected to legal actions (Payments into Court). No provision was made for possible losses and the company classifies its expectation of loss in this action as “possible”.

 

Contingencies of the Holding Company

 

Cemig, the controlling company of Cemig Distribution, is fighting court actions for which it rates the chance of loss as “possible” or “remote”. A negative ruling on these lawsuits could impact the businesses of Cemig Distribution. The main actions that have this characteristic are described below:

 

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·                  Several consumers and the Public Prosecutor of the State of Minas Gerais have brought civil actions against Cemig contesting tariff adjustments applied in previous years, including the Extraordinary Tariff Recomposition, and the inflation index used to increase the electricity tariff in April 2003. Reimbursement was claimed for twice such amounts as come to be considered as erroneously charged by the Company. The company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions.

 

·                  Cemig is defendant in legal proceedings challenging the criteria for measurement of amounts to be charged in relation to the contribution for public illumination, in the total amount of R$ 525,579. The Company believes that it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action. Expectation of loss in this action is classified as “possible”.

 

20) – STOCKHOLDERS’ EQUITY

 

At March 31, 2009, Cemig Distribuição has registered capital of R$ 2,261,998, represented by 2,261,997,787 nominal common shares, without par value, wholly owned by Cemig.

 

21) - GROSS REVENUE FROM RETAIL SUPPLY OF ELECTRICITY, AND REVENUE FOR USE OF THE NETWORK – CAPTIVE CONSUMERS

 

The breakdown for retail supply of electricity, by type of consumer, is as follows:

 

 

 

(Not reviewed by independent auditors)

 

 

 

 

 

 

 

Number of consumers

 

MWh

 

R$

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

Residential

 

5,467,018

 

5,219,135

 

1,905,496

 

1,729,761

 

825,609

 

931,006

 

Industrial

 

74,279

 

73,664

 

1,182,634

 

1,224,837

 

363,977

 

402,609

 

Commercial, services and others

 

582,886

 

562,645

 

1,160,226

 

1,084,482

 

464,601

 

508,427

 

Rural

 

524,620

 

558,176

 

452,303

 

453,242

 

96,113

 

136,705

 

Public authorities

 

54,292

 

51,994

 

168,534

 

152,436

 

66,039

 

70,525

 

Public illumination

 

2,858

 

2,597

 

269,358

 

259,068

 

62,728

 

73,332

 

Public service

 

8,404

 

7,912

 

260,706

 

262,152

 

67,030

 

74,443

 

Sub-total

 

6,714,357

 

6,476,123

 

5,399,257

 

5,165,978

 

1,946,097

 

2,197,047

 

Own consumption

 

836

 

827

 

8,543

 

8,915

 

 

 

Subsidy for low-income consumers

 

 

 

 

 

144,203

 

41,142

 

Retail supply not invoiced, net

 

 

 

 

 

(22,986

)

100,085

 

Effect of the definitive tariff review

 

 

 

 

 

 

 

 

 

(264,625

)

 

 

 

6,715,193

 

6,476,950

 

5,407,800

 

5,174,893

 

1,802,689

 

2,338,274

 

Transactions in energy on the CCEE

 

 

 

 

 

12,531

 

5,073

 

Total

 

6,715,193

 

6,476,950

 

5,407,800

 

5,174,893

 

1,815,220

 

2,343,347

 

 

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22)   REVENUE FROM USE OF THE NETWORK — FREE CONSUMERS

 

Starting in January 2005, a significant proportion of large industrial consumers became “free” consumers, with energy being sold to these consumers via Cemig Geração e Transmissão (“Cemig GT”). As a result the charges related to the use of the distribution network (“TUSD”) of these free consumers started to be charged separately by Cemig Distribution, being recorded in the account line “Revenue for use of the network”.

 

23) – OTHER OPERATIONAL REVENUES

 

 

 

03/31/2009

 

03/31/2008

 

Charged service

 

3,498

 

3,093

 

Other provisions of services

 

2,677

 

4,750

 

Rental and leasing

 

12,886

 

9,709

 

Other

 

188

 

3

 

 

 

19,249

 

17,555

 

 

24) – DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

03/31/2009

 

03/31/2008

 

ICMS tax

 

496,288

 

557,276

 

Cofins tax

 

178,784

 

242,383

 

Global Reversion Reserve – RGR

 

17,517

 

15,420

 

PIS and Pasep taxes

 

38,815

 

58,130

 

Energy Efficiency Program – PEE

 

6,496

 

8,602

 

Energy Development Account - CDE

 

77,529

 

75,073

 

Fuel Consumption Account – CCC

 

88,487

 

62,594

 

Research and Development – R&D

 

2,598

 

3,441

 

National Scientific and Technological Development Fund (FNDCT)

 

2,598

 

3,441

 

Energy system expansion research

 

1,299

 

1,721

 

ISS value added tax on services

 

73

 

71

 

 

 

910,484

 

1,028,152

 

 

Cemig Distribution pays ICMS applicable to the “Portion A” amounts and the Deferred Tariff Adjustment in conformity with the invoicing of amounts on the customer’s electricity bill.

 

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25) — OPERATIONAL COSTS AND EXPENSES

 

 

 

03/31/2009

 

03/31/2008

 

Personnel expenses

 

200,966

 

194,660

 

Post-employment obligations (Note 18)

 

22,939

 

37,169

 

Materials

 

20,815

 

22,024

 

Outsourced services

 

105,051

 

99,953

 

Energy purchased for resale

 

505,711

 

577,738

 

Depreciation and amortization

 

81,162

 

110,515

 

Operational provisions

 

15,694

 

36,652

 

Charges for the use of the basic transmission grid

 

119,565

 

119,994

 

Other net expenses

 

28,623

 

31,773

 

 

 

1,100,526

 

1,230,478

 

 

 

 

03/31/2009

 

03/31/2008

 

a) PERSONNEL EXPENSES

 

 

 

 

 

Remuneration and salary-related charges and expenses

 

189,244

 

171,826

 

Supplementary pension contributions — Defined Contribution Plan

 

12,590

 

12,356

 

Assistance benefits

 

23,568

 

22,866

 

 

 

225,402

 

207,048

 

( – ) Personnel costs transferred to works in progress

 

(22,547

)

(16,269

)

PPD Voluntary Dismissal Program

 

(1,889

)

3,881

 

 

 

200,966

 

194,660

 

 

The Voluntary Dismissal Program (PPD)

 

The company has a Voluntary Dismissal Program (PPD), which is permanent, and applicable to spontaneous rescissions of employment contracts by employees. Among the principal financial incentives of the program are payment of 3 times the gross amount of monthly remuneration, and 6 months’ contributions to the Health Plan after leaving the company, deposit of the 40% “penalty” payment due on the balance of the FGTS upon termination of an employment contract, and payment of up to 24 months’ contributions to the Pension Fund and the National Social Security System after termination of the contract, in accordance with certain criteria established in the regulations of the program.

 

Since this program was put in place in March 2008, 523 employees have subscribed to it. An expense has been recognized for the financial incentives under the program, was recognized in full in the 2008 income statement.

 

 

 

03/31/2009

 

03/31/2008

 

b) OUTSOURCED SERVICES

 

 

 

 

 

Collection/meter reading/bill delivery agents

 

27,837

 

25,137

 

Communication

 

6,702

 

10,775

 

Maintenance and conservation of electricity facilities and equipment

 

25,547

 

19,089

 

Building conservation and cleaning

 

5,177

 

4,328

 

Contracted labor

 

4,759

 

7,111

 

Freight and airfares

 

916

 

722

 

Accommodation and meals

 

2,774

 

2,825

 

Security services

 

1,743

 

693

 

Consultancy

 

1,187

 

1,647

 

Maintenance and conservation of furniture and utensils

 

4,974

 

5,907

 

Maintenance and conservation of vehicles

 

4,211

 

3,408

 

Disconnection and reconnection

 

5,353

 

6,036

 

Other

 

13,871

 

12,275

 

 

 

105,051

 

99,953

 

 

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Table of Contents

 

 

 

03/31/2009

 

03/31/2008

 

c) ELECTRICITY BOUGHT FOR RESALE

 

 

 

 

 

From Itaipu Binacional

 

179,722

 

198,544

 

Short-term energy

 

9,169

 

52,664

 

“Bilateral Contracts”

 

27,056

 

45,354

 

Reimbursement of CVA —

 

 

157

 

Energy acquired at auction

 

221,176

 

217,153

 

Proinfa supply

 

23,350

 

17,846

 

Proinfa Energy program

 

(169

)

31,274

 

Amounts received in “Portion A” (Note 7)

 

45,407

 

14,746

 

 

 

505,711

 

577,738

 

 

 

 

03/31/2009

 

03/31/2008

 

d) OPERATIONAL PROVISIONS

 

 

 

 

 

Pension plan premiums

 

(1,481

)

21

 

Provision for doubtful receivables

 

14,632

 

28,380

 

Labor-law contingencies

 

1,115

 

2,065

 

Reversal of Aneel administrative proceedings

 

926

 

2,210

 

Provision (reversal) for civil actions on tariff increases

 

(342

)

3,465

 

Other

 

844

 

511

 

 

 

15,694

 

36,652

 

 

 

 

03/31/2009

 

03/31/2008

 

e) OTHER OPERATIONAL EXPENSES, NET

 

 

 

 

 

 

 

5,682

 

5,262

 

Leasing and rentals

 

2,835

 

8,801

 

Advertising

 

3,424

 

4,645

 

Own consumption of electricity

 

3,287

 

3,428

 

Subventions and donations

 

6,266

 

6,285

 

Aneel inspection charge

 

4,603

 

4,641

 

Taxes and charges (IPTU, IPVA and others)

 

1,783

 

1,048

 

Financial compensation for use of water resources

 

515

 

419

 

Contribution to the MAE

 

(615

)

608

 

Insurance

 

843

 

(3,362

)

 

 

28,623

 

31,773

 

 

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26) — NET FINANCIAL REVENUES (EXPENSES)

 

 

 

03/31/2009

 

03/31/2008

 

FINANCIAL REVENUES

 

 

 

 

 

Revenue from cash investments

 

10,180

 

18,040

 

Arrears penalty payments on electricity bills

 

22,578

 

43,048

 

Monetary variation of CVA

 

10,201

 

5,221

 

Monetary variation — General Agreement for the Electricity Sector

 

14,235

 

27,337

 

Monetary variation — Deferred Tariff Adjustment

 

1,777

 

25,897

 

FX variations

 

10,053

 

1,182

 

Pasep and Cofins taxes on financial revenues

 

(164

)

(2,594

)

Other

 

9,798

 

7,816

 

 

 

78,658

 

125,947

 

 

 

 

 

 

 

FINANCIAL EXPENSES

 

 

 

 

 

Charges on loans and financings

 

(67,327

)

(64,368

)

Monetary variation — General Agreement for the Electricity Sector

 

 

(6,814

)

Monetary variation of CVA

 

(1,835

)

(4,806

)

FX variations

 

(2,639

)

(2,533

)

Monetary variation — loans and financings

 

(3,737

)

(19,190

)

CPMF tax

 

 

(3,024

)

Losses on financial instruments (Note 29)

 

(753

)

(7,291

)

Provision for losses in the recovery of RTE amounts — Updating

 

 

(1,470

)

Other

 

(10,140

)

(5,910

)

 

 

(86,431

)

(115,406

)

NET FINANCIAL REVENUES (EXPENSES)

 

(7,773

)

10,541

 

 

The Pasep and Cofins tax expenses are applicable to the financial revenues on the regulatory assets, which are realized through invoicing of electricity.

 

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27) — RELATED PARTY TRANSACTIONS

 

As mentioned in Explanatory Note 1, the Company is a wholly-owned subsidiary of Companhia Energética de Minas Gerais — Cemig, of which the controlling stockholder is the Government of the State of Minas Gerais. Cemig Geração e Transmissão (“Cemig GT”) and Light are also subsidiaries of Cemig.

 

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

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

CEMIG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding co.

 

10.268

 

9.870

 

13.419

 

12.524

 

 

 

 

 

Interest on Equity and dividends

 

 

 

682.227

 

682.227

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding co.

 

15.046

 

13.433

 

9.957

 

10.705

 

 

 

 

 

 

Energy purchased for resale (Note 1)

 

 

5.570

 

46.686

 

20.881

 

 

960

 

(54.486

)

(23.348

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy bought for resale (1)

 

 

 

2.535

 

2.454

 

 

 

(5.267

)

(5.079

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and traders (4)

 

2.269

 

1.616

 

 

 

19.051

 

17.878

 

 

 

Taxes, charges and contributions (5)

 

122.646

 

115.275

 

57.351

 

57.351

 

(496.288

)

(557.276

)

 

 

Taxes subject to offsetting (5)

 

57.351

 

57.351

 

 

 

 

 

 

 

Consumers and traders (2)

 

11.968

 

17.200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations — current (3)

 

 

 

54.580

 

53.092

 

 

 

(22.939

)

(37.169

)

Post-employment obligations — noncurrent (3)

 

 

 

823.773

 

833.238

 

 

 

 

 

Other

 

 

 

25.677

 

53.912

 

 

 

 

 

Personnel expenses (6)

 

 

 

 

 

 

 

(12.590

)

(12.356

)

Current administration expense (7)

 

 

 

 

 

 

 

(3.062

)

(2.996

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated and subsidiary companies, or parent

 

569

 

557

 

 

 

 

 

 

 

 


Main material comments on the above transactions:

 

(1)  The Company has contracts for purchase of electricity from Cemig Geração e Transmissão S.A. and Light S.A., arising from the public electricity auction which took place in 2005, with period of validity of 8 years from the start of supply and annual adjustment by the IGP-M inflation index. These transactions were carried out on terms equivalent to those that prevail in transactions with independent parties, in view of the fact that the purchase of energy was made through an auction organized by the federal government, which subsequently decided what contracts should be signed between distributors and generators.

 

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

 

(3)  The contracts of FORLUZ are updated by the Expanded Consumer Price Index (IPCA) calculated by the Brazilian Geography and Statistics Institute (IBGE) (See Explanatory Note 18) and will be amortized up to the business year of 2024.

 

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

 

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

 

(6)  Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 18) and calculated on the monthly remunerations in accordance with the regulations of the Fund.

 

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

 

For more information on the main transactions, see Explanatory Notes 5, 9, 15, 18, 20, 24, 25 and 27.

 

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28) — FINANCIAL INSTRUMENTS

 

Cemig Distribution uses financial instruments restricted to cash and cash equivalents, consumers and traders, loans and financings, debentures, and currency swaps. The gains and losses obtained on the transactions are registered in full by the accrual method.

 

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

 

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

 

·                            Receivables: Credits from consumers and traders are in this category. They are recognized at their nominal realization value, similar to the fair values.

 

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

 

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

 

a) Management of risks

 

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

 

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

 

Cemig D’s principal exposure risks are listed below:

 

Exchange rate risk

 

Cemig D is exposed to the risk of increase in exchange rates, especially of the US dollar against the Real, with significant impact on indebtedness, profit and cash flow. For the purpose of reducing the Company’s exposure to increases in exchange rates, Cemig Distribuição had, on March 31, 2009, hedge transactions contracted, which are described in more detail in item b.

 

The net exposure to exchange rates is as follows:

 

 

 

03/31/2009

 

12/31/2008

 

EXPOSURE TO EXCHANGE RATES

 

 

 

 

 

US dollar

 

 

 

 

 

Loans and financings

 

265,038

 

262,417

 

Contracted hedge/swap

 

(121,923

)

(123,071

)

 

 

143,115

 

139,346

 

Euro

 

 

 

 

 

Loans and financings

 

16,426

 

17,087

 

Net liability exposure

 

159,541

 

156,433

 

 

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The Company estimates that, in a probable scenario, the appreciation of the exchange rates of foreign currencies against the Real at the end of 2009 will be 1.50%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively — scenarios which we assess as “possible” and “remote”, respectively.

 

Risk - Increase in exchange rate

 

Base 2008

 

“Probable”
scenario

 

“Possible”
scenario
Exchange
variation of 25%

 

“Remote”
scenario
Exchange
variation of 50%

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

265,038

 

269,022

 

336,563

 

404,105

 

(-) Contracted hedge/swap

 

(121,923

)

(123,756

)

(154,826

)

(185,897

)

 

 

143,115

 

145,266

 

181,737

 

218,208

 

 

 

 

 

 

 

 

 

 

 

Euro

 

16,426

 

16,673

 

20,664

 

24,811

 

 

 

 

 

 

 

 

 

 

 

Net liability exposure

 

159,541

 

161,939

 

202,401

 

243,019

 

 

 

 

 

 

 

 

 

 

 

Net effect variation of exchange rate

 

 

(2,398

)

(42,861

)

(83,479

)

 

Interest rate risk

 

Cemig Distribution is exposed to the risk of increase in international interest rates, with an impact on loans and financings in foreign currency with floating rates (Libor) in the amount of R$ 17,535, at March 31, 2009.

 

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

 

EXPOSURE OF CEMIG D TO BRAZILIAN INTEREST RATES

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash investments

 

421,297

 

351,882

 

Regulatory assets

 

1,609,016

 

1,503,538

 

 

 

2,030,313

 

1,855,420

 

Liabilities

 

 

 

 

 

Loans and financings

 

(1,246,183

)

(1,210,660

)

Regulatory liabilities

 

(587,987

)

(611,202

)

Contracted hedge/swap

 

(121,923

)

(123,071

)

 

 

(1,956,093

)

(1,944,933

)

Net liability exposure

 

74,220

 

(89,513

)

 

Credit risk

 

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

 

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Electricity scarcity risk

 

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

 

Early debt maturity risk

 

The Company has contracts for loans and financings with the restrictive covenant clauses normally applicable to these types of operation, related to compliance with limits on economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. The restrictive covenant clauses were fully complied with on March 31, 2009.

 

Risk of non-renewal of concessions

 

The Company has concessions for commercial operation of distribution services. Management expects that these concessions will be renewed by Aneel and/or the Mining and Energy Ministry. If the Mining and Energy Ministry does not grant the applications for renewals of these concessions, or if it decides to renew them upon imposition of additional costs for the company (“concessions for consideration”), the present levels of activity and profitability could be altered.

 

b) Financial instruments — derivatives

 

The derivative instruments contracted by the company have the purpose of protecting the company’s operations against the risks arising from foreign exchange variation, and are not used for speculative purposes.

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require cash payments, but only the gains or losses that actually occur. The net results of these transactions represented a loss on March 31, 2009, of R$ 753 (vs. loss of R$ 7,291 on March 31, 2008), recorded in Financial revenue (expenses).

 

Methodology of calculation of the fair value of positions

 

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

 

This table shows the derivative instruments contracted by Cemig D on March 31, 2009.

 

Receivable by

 

 

 

 

 

 

 

 

 

 

 

Lost not realized

 

Accumulated
Effect

 

Cemig
Geração e

 

Payable by
Cemig Geração

 

Maturity

 

Market

 

Principal amount
contract*

 

Book Value

 

Fair Value

 

Payable
Amount

 

Transmissão

 

e Transmissão

 

period

 

Trading

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

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

 

R$ 100% of CDI + interest (2.98% p.a. to 3.01% p.a.)

 

From 04/2009 to 06/2013

 

Over the counter (OTC)

 

 

US$52,662

 

 

US$52,662

 

(76,726

)

(70,801

)

(80,385

)

(79,633

)

 

 

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c) Sensitivity analysis

 

The derivative instrument described above shows that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate at the end of 2009 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively, in relation to December 31, 2008 — scenarios which we assess as “possible” and “remote”, respectively. In these “possible” and “remote” scenarios, the CDI rate at December 31, 2009, would be: 11.25% and 13.50%, respectively.

 

 

 

Base

 

“Probable”
scenario

 

“Possible”
scenario

 

“Remote”
scenario

 

Risk -Exposure Brazilian Interest Rates

 

 

 

 

 

 

 

 

 

Contract in US$

 

(121,923

)

(119,953

)

(122,005

)

(124,057

)

Net effect variation of SELIC

 

 

 

1,969

 

(82

)

(2,134

)

 

29) — FINAL RESULT OF THE SECOND TARIFF REVIEW OF CEMIG D

 

In March 2009 Aneel homologated the final result of the tariff review of Cemig Distribution, the effects of which take place from April 2008.

 

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

 

For the homologation of the final Tariff Review, Aneel also recalculated the amounts which, in its judgment, should have been those effectively recognized in the Company’s Tariff Adjustment as from April 2008.

 

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

 

 

 

31/03/2009

 

Adjustment arising from the Company’s Tariff Review

 

(104,458

)

Revision of the calculation of reimbursement of the financial items included in the 2008 tariff adjustment

 

(160,167

)

Other regulatory items

 

71,719

 

 

 

(192,906

)

 

The adjustments referred to affected the following lines of the March 31, 2009 income statement:

 

 

 

31/03/2009

 

Operational revenue net of Pasep and Cofins taxes

 

(213,803

)

Operational costs and expenses

 

20,987

 

 

 

(192,906

)

Income tax and Social Contribution tax

 

65,588

 

Net effect on income statement

 

(127,318

)

 

30) — SUBSEQUENTS EVENTS

 

Temporary Voluntary dismissal program (PDV)

 

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

 

Employees who subscribe to the PDV receive a financial incentive varying between 3 and 16 times their monthly remuneration, according to criteria established in the program’s regulations, of which the

 

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principal one is the time of contribution remaining for full retirement entitlement under the national social security system (INSS). The incentive includes payment of the contributions to the pension fund and the INSS up to the date when the employee would have complied with the requirements for applying for retirement benefit under the INSS (limited to five years), and deposit of the obligatory “penalty” payment (applicable to dismissals) of 40% on the balance of the employee’s accumulated funds under the FGTS system.

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance plan, for 6 months, and of the health plan, for 12 months, from the date of leaving the company.

 

The provision for the expenses under this program will be made in the second quarter of 2009, depending on how many employees subscribe to the program.

 

The April 2009 tariff adjustment

 

The adjustment to Cemig D’s tariffs resulted in an average increase of 6.21% in consumers’ electricity invoices, from April 8, 2009. The adjustment applied differently to different consumer categories: electricity bills of residential consumers were increased by 4.87%; invoices for high-voltage consumers were increased by an average of 9.42%.

 

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ECONOMIC — FINANCIAL PERFORMANCE

 

Amounts are in thousands of Reais unless otherwise stated.

 

Profit in the period

 

In the first quarter of 2009 (1Q09), Cemig D reported net profit of R$ 40.334 million, 85.10% lower than the net profit of R$ 270.659 million reported for the first quarter of 2008 (1Q08).

 

This lower profit was due in part to the extraordinary adjustments posted in the first quarter of 2009, arising from the final values advised by Aneel for the Company’s tariff review, with a negative impact of R$ 127 million in the result. In counterpart, an extraordinary creditor item with a positive impact of R$ 38 million was posted in the income statement for the first quarter of 2008.

 

Additionally, there was a reduction in net revenue as a result of the tariff review of Cemig Distribution made in 2008, which applied an average reduction in tariffs of 12.24% as from April 8 of that year.

 

Ebitda (method of calculation not reviewed by external auditors)

 

Cemig D reported Ebitda in the first three months of 2009 (“3M09”) 68.46% lower than in 3M08. Adjusted for non-recurring items, Ebitda was 23.50% lower.

 

As part of the tariff review of Cemig Distribuição, Aneel included in the tariff to be applied as from April 8, 2009 certain financial items relating to previous business years which resulted in the recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be received from consumers in the period April 8, 2009 to April 7, 2010.

 

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The financial items mentioned refer principally to the reduction in the cost of the “Reference Company” used by Aneel to reimburse the Company for its manageable costs, with effect backdated to 2008. The impact on Ebitda of this non-recurring recognition of financial items was R$ 192,816, as follows:

 

EBITDA - R$ ‘000

 

03/31/2009

 

03/31/2008

 

Change
%

 

Net profit

 

40,334

 

270,659

 

(85.10

)

+ Income tax and Social Contribution

 

18,477

 

141,031

 

(86.90

)

+ Employees’ and managers’ shares in results

 

18,725

 

16,155

 

15.91

 

- Financial revenue (expenses)

 

7,773

 

(10,541

)

 

+ Amortization and depreciation

 

81,162

 

110,515

 

(26.56

)

= Ebitda

 

166,471

 

527,819

 

(68.46

)

Non-recurring items:

 

 

 

 

 

 

 

- Tariff review – Net revenue

 

213,803

 

(62,464

)

 

+ Tariff review – Operational expense

 

(20,987

)

4,330

 

 

= ADJUSTED EBITDA

 

359,287

 

469,685

 

(23.50

)

 

 

The lower Ebitda in the first quarter of 2009 than in 1Q08 (excluding the effects of expenses on depreciation and amortization) principally reflects the negative impacts of the final tariff review. The operational performance in 2009 was reflected in Ebitda margin, which rose from 32.03% in 1Q08 to 14.04% in 1Q09.

 

GROSS REVENUE FROM RETAIL SUPPLY OF ELECTRICITY, AND REVENUE FOR USE OF THE NETWORK — CAPTIVE CONSUMERS

 

This revenue was R$ 1,815,220 in the first quarter of 2009, 22.54% lower than in 1Q08, when it was R$ 2,343,347.

 

The main impacts on 2008 revenues arose from the following factors:

 

·      Tariff readjustment averaging 12.24% on consumer tariffs, starting from April 8, 2008 (full effect in 2009).

·      Volume of energy invoiced to final consumers 4.52% higher (this excludes Cemig D’s own internal consumption).

·        Recording of regulatory liability resulting from the adjustment in the Company’s Tariff Review, backdated to 2008, representing a reduction of R$ 213,803 in gross revenue.

 

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

 

Consumption by consumer category

 

03/31/2009

 

MWh
03/31/2008

 

Change %

 

 

 

 

 

 

 

 

 

Residential

 

1,905,496

 

1,729,761

 

10,16

 

Industrial

 

1,182,634

 

1,224,837

 

(3,45

)

Commercial, services and others

 

1,160,226

 

1,084,482

 

6,98

 

Rural

 

452,303

 

453,242

 

(0,21

)

Public authorities

 

168,534

 

152,436

 

10,56

 

Public illumination

 

269,358

 

259,068

 

3,97

 

Public service

 

260,706

 

262,152

 

(0,55

)

Total

 

5,399,257

 

5,165,978

 

4,52

 

 

Revenue from use of the network — Free Consumers

 

This revenue refers to the TUSD — Tariff for Use of the Distribution System — charged to free consumers on the energy sold, principally by Cemig Generation and Transmission. In the first quarter of 2009 this revenue was R$ 261,850, compared to R$ 315,032 in 1Q08, that is to say 16.88% lower, due to a lower volume of transport of energy for free consumers, consequence of the international economic situation, which had repercussions on Brazilian industrial production.

 

Non-controllable costs

 

Differences between the non-controllable costs assumed in calculating tariff adjustments, and disbursements actually made, are recorded in an account known as the CVA (cost variation account), and their total is offset in subsequent tariff adjustments. CVA amounts are registered in Current and Non-current assets. Complying with the Aneel Chart of Accounts, some items are allocated as Deductions from operational revenue. Please refer to further information in Explanatory Note 5 and Note 6 to the Quarterly Information.

 

As from March 2008 the company began to receive, in the tariff, the amounts posted in assets under “Portion A”. Hence the portion of the non-controllable costs which were actually received in the tariff is transferred to Operational expenses, as shown in Explanatory Note 6, Item “b”.

 

Deductions from operational revenues

 

Deductions from operational revenues in 1Q09 totaled R$ 910,484, 11.44% lower than in 1Q08 (R$ 1,028,152). The principal changes in these expenses are as follows:

 

Fuel Consumption Account — CCC

 

The deduction from revenue for the CCC was R$ 88,487 in 1Q09, compared to R$ 62,594 in 1Q08, an increase of 41.37%. This relates to the operational costs of thermal plants in the Brazilian interconnected and isolated systems, split pro-rata among electricity concession holders by the Aneel Resolution. This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs.

 

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Table of Contents

 

Energy Development Account — CDE

 

The deduction from revenue for the CDE was R$ 77,529 in 1Q09, 3.27% higher than in 1Q08 (R$ 75,073). The payments are specified by an Aneel Resolution. This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs.

 

RGR — Global Reversion Reserve

 

The deduction from revenue for the CDE was R$ 17,517 in 1Q09, 13.60% higher than in 1Q08 (R$ 15,420). This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs.

 

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

 

Operational costs and expenses (excluding financial revenue/expenses)

 

Operational costs and expenses (excluding Net financial revenue (expenses)) amounted to R$ 1.100 billion in 1Q09, 10.56% lower than in 1Q08 (R$ 1,230 billion), a reduction of 10.56%. This mainly reflects changes in energy bought for resale, post-employment obligations and depreciation and amortization. For further information on the composition of operational costs and expenses, see Explanatory Note 25 to the Quarterly Information.

 

The principal changes in expenses are:

 

Personnel expenses

 

Personnel expenses totaled R$ 200,966 in 1Q09, 3.24% higher than in 1Q08 (R$ 194,660). This principally reflects:

 

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

·        Greater transfer of costs from personnel expenses to works in progress (R$ 22,547 in 1Q09, vs. R$ 16,269 in 1Q08) due to greater capital expenditure activity.

 

Further information on the composition of personnel expenses is given in explanatory note No. 25 of the Quarterly Information.

 

Energy purchased for resale

 

Expense on electricity purchased for resale was R$ 505,711 in 1Q09, compared to R$ 577,738 in 1Q08, representing a reduction of 12.47%. This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs. Further information is given in Explanatory note No. 25 to the Quarterly Information.

 

Depreciation and amortization

 

The expense on depreciation and amortization was R$ 81,162 in first quarter 2009, compared to R$ 110,515 in 1Q08, that is to say 26.56% lower. This result arises from the depreciation of “Special Obligations”, from April 2008, the date of the second-cycle tariff review.

 

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Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 22,939 in 1Q09, compared to R$ 37,169 in 1Q08, 38.28% lower. These expenses basically represent interest on the actuarial liabilities of Cemig Distribution, net of the expected return on the plans’ assets, as estimated by an external actuary. The reduction in this expense in 2009 is mainly due to the downward adjustment made in December 2008 to actuarial assumptions for interest rates, resulting in a reduction in the Company’s net obligations.

 

Charges for Use of the Basic Transmission Grid

 

Charges for use of the transmission network totaled R$ 119,565 in 1Q09, compared to R$ 119,994 in 1Q08, 0.36% lower. These charges are payable by distribution and generation agents for use of the facilities and components of the basic grid, and are set by Aneel resolution. This is a non-controllable cost; the amount deducted from revenue is passed through to tariffs.

 

Outsourced services

 

The expense on outsourced services in 1Q09 was R$ 105,051, compared to R$ 99,953 in 1Q08, 5.10% higher, the main variations being in expenditure on maintenance and conservation of electricity facilities, and outsourced invoice collectors, account reading and delivery. Expenses under this heading are given in detail in Explanatory Note 25 to the Quarterly Information.

 

Financial revenues (expenses)

 

In 1Q09 the company reported net financial expenses of R$ 7,773, compared to net financial expenses of R$ 10,541 in 1Q08. The main factors in this financial result are:

 

·        Lower revenue from cash investments, at R$ 10,180 in 1Q09, vs. R$ 18,040 in 1Q08, 43.57% higher, due to a lower volume of cash invested in this quarter.

 

·        Revenue from penalty payments applied to arrears on settlement of electricity bills R$ 20.470 lower in 1Q09, at R$ 22.578, compared to R$ 43,048 in 1Q08. This variation also reflects an item of revenue posted in 1Q08, in the amount of R$ 10,516, relative to accounts received from major industrial consumers for consumption in prior years — the principal amounts of which were considerably less than the amounts added as penalty payments for delay in settlement.

 

·        Lower revenue from monetary updating on the General Agreement for the Electricity Sector. The revenue was R$ 14,235 in 1Q09, compared to R$ 27,337 in 1Q08 — reflecting the lower value of the regulatory assets in 2009, since part of them had been amortized.

 

·        Reduction of 93.14% in the revenue from monetary updating and interest on the Deferred Tariff Adjustment. This revenue was R$ 1,777 in 1Q09, compared to R$ 25,897 in 1Q08. This mainly reflects the reduction of the size of the asset, due to receipt of some of the amounts receivable in electricity bills paid by clients. See Explanatory Note 10 to the Quarterly Information.

 

·        Lower Monetary Variation on Loans and Financings: R$ 3,737 in 1Q09, vs. R$ 19,190 in 1Q08. This result is basically due to the higher variation in inflation indices in 2008.

 

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For a breakdown of financial revenues and expenses, see Explanatory Note nº 25 of the quarterly information.

 

Income tax and Social Contribution

 

In 1Q08 Cemig D posted expenses on income tax and Social Contribution of R$ 18,477, representing 23.83% of the pre-tax profit of R$ 77,536. In 1Q08, the company posted expenses on income tax and Social Contribution of R$ 141,031 million, representing 32.96% of the pre-tax profit of R$ 427,845. These effective rates are reconciled with the nominal rates in Explanatory Note 9 to the quarterly information.

 

*************************

 

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4.             Quarterly Financial Information for the quarter ended March 31, 2009, Cemig Geração e Transmissão S.A.

 

135



Table of Contents

 

 

 

 

Contents

 

BALANCE SHEET

137

INCOME STATEMENT

139

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

140

STATEMENTS OF CASH FLOWS

141

 

 

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

143

1)OPERATIONAL CONTEXT

143

2)PRESENTATION OF THE FINANCIAL STATEMENTS

144

3)CASH AND CASH EQUIVALENTS

145

4) CONSUMERS AND RESELLERS

146

5) TRADERS – TRANSACTIONS IN FREE ENERGY

146

6)TAXES SUBJECT TO OFFSETTING

147

7)TAX CREDITS

148

8)INVESTMENTS

150

9)FIXED ASSETS

152

10) INTANGIBLE

153

11)SUPPLIERS

153

12)TAXES, CHARGES AND CONTRIBUTIONS

154

13)LOANS, FINANCINGS AND DEBENTURES

155

14)REGULATORY CHARGES

157

15)POST-EMPLOYMENT OBLIGATIONS

157

16)CONTINGENCY PROVISIONS

159

17) STOCKHOLDERS’ EQUITY

160

18) SUPPLY OF ELECTRICITY

160

19) REVENUE FOR USE OF THE NETWORK

160

20) DEDUCTIONS FROM OPERATIONAL REVENUE

160

21)OPERATIONAL COSTS AND EXPENSES

161

22)NET FINANCIAL EXPENSES

162

23)RELATED PARTY TRANSACTIONS

162

24)FINANCIAL INSTRUMENTS

164

25)SUBSEQUENT EVENTS

168

 

 

ECONOMIC – FINANCIAL PERFORMANCE

169

AUDITORS’ REPORT ON SPECIAL REVIEW

173

 

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Table of Contents

 

BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008

 

ASSETS

 

(R$ ‘000)

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

1,257,870

 

862,098

 

1,239,447

 

852,213

 

Consumers and traders (Note 4)

 

385,330

 

357,733

 

384,266

 

356,959

 

Concession holders – transport of energy

 

50,574

 

50,186

 

50,574

 

50,186

 

Taxes subject to offsetting (Note 6)

 

331,938

 

274,113

 

330,976

 

273,184

 

Traders – Transactions in Free Energy (note 6)

 

16,115

 

15,076

 

16,115

 

15,076

 

Tax credits (Note 7)

 

24,899

 

21,118

 

24,899

 

21,118

 

Inventories

 

3,656

 

4,024

 

3,656

 

4,024

 

Other credits

 

69,220

 

63,268

 

61,530

 

58,814

 

TOTAL, CURRENT

 

2,139,602

 

1,647,616

 

2,111,463

 

1,631,574

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Long term assets

 

 

 

 

 

 

 

 

 

Tax credits (Note 7)

 

77,039

 

83,347

 

77,039

 

83,347

 

Traders – Transactions in Free Energy (Note 5)

 

10,640

 

4,107

 

10,640

 

4,107

 

Taxes subject to offsetting (Note 6)

 

18,158

 

18,158

 

18,158

 

18,158

 

Deposits linked to legal actions

 

57,714

 

49,532

 

57,714

 

49,532

 

Receivable from related parties (Note 23)

 

10,843

 

9,853

 

10,843

 

9,853

 

Other credits

 

20,775

 

14,999

 

10,908

 

11,995

 

Total long term assets

 

195,169

 

179,996

 

185,302

 

176,992

 

 

 

 

 

 

 

 

 

 

 

Investments (Note 8)

 

1,074,537

 

1,074,778

 

1,132,220

 

1,112,306

 

Fixed assets (Note 9)

 

4,801,846

 

4,756,861

 

4,621,827

 

4,663,169

 

Intangible (Note 10)

 

17,240

 

13,808

 

14,453

 

13,696

 

TOTAL, NONCURRENT

 

6,088,792

 

6,025,443

 

5,953,802

 

5,966,163

 

TOTAL ASSETS

 

8,228,394

 

7,673,059

 

8,065,265

 

7,597,737

 

 

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

 

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BALANCE SHEETS

 

AT MARCH 31, 2009 AND DECEMBER 31, 2008
LIABILITIES

 

(R$ ‘000)

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

 

 

 

 

Charges on loans and financings (Note 13)

 

418,079

 

372,693

 

416,080

 

370,492

 

Debentures (Note 13)

 

381,389

 

362,606

 

381,389

 

362,606

 

Suppliers (Note 11)

 

155,316

 

146,652

 

111,895

 

125,486

 

Taxes, charges and contributions (Note 12)

 

186,905

 

78,698

 

185,512

 

78,339

 

Interest on Equity, and dividends, payable

 

539,042

 

539,042

 

539,042

 

539,042

 

Salaries and mandatory charges on payroll

 

44,129

 

64,500

 

43,859

 

64,433

 

Regulatory charges (Note 14)

 

75,706

 

94,363

 

75,706

 

94,363

 

Profit shares

 

8,951

 

26,737

 

8,951

 

26,737

 

Debt to related parties (Note 23)

 

5,544

 

3,908

 

5,544

 

3,908

 

Post-employment obligations (Note 15)

 

18,473

 

17,970

 

18,473

 

17,970

 

Provision for losses on financial instruments (Note 24)

 

34,861

 

14,699

 

34,861

 

14,699

 

Other obligations

 

45,053

 

69,036

 

42,609

 

55,144

 

TOTAL, CURRENT

 

1,913,448

 

1,790,904

 

1,863,921

 

1,753,219

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT

 

 

 

 

 

 

 

 

 

Loans and financings (Note 13)

 

1,916,179

 

1,733,860

 

1,804,887

 

1,703,205

 

Debentures (Note 13)

 

272,736

 

271,752

 

272,736

 

271,752

 

Contingency provisions (Note 16)

 

7,591

 

7,322

 

7,591

 

7,322

 

Post-employment obligations (Note 15)

 

257,338

 

260,618

 

257,338

 

260,618

 

Taxes, charges and contributions (Note 12)

 

106,443

 

82,510

 

106,443

 

82,510

 

Regulatory charges (Note 14)

 

4,352

 

4,352

 

4,352

 

4,352

 

Other obligations

 

36,755

 

40,602

 

34,445

 

33,620

 

TOTAL, NONCURRENT

 

2,601,394

 

2,401,016

 

2,487,792

 

2,363,379

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (Note 17)

 

 

 

 

 

 

 

 

 

Registered capital

 

2,896,785

 

2,896,785

 

2,896,785

 

2,896,785

 

Capital reserves

 

584,354

 

584,354

 

584,354

 

584,354

 

Retained earnings

 

232,413

 

 

232,413

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

3,713,552

 

3,481,139

 

3,713,552

 

3,481,139

 

TOTAL LIABILITIES

 

8,228,394

 

7,673,059

 

8,065,265

 

7,597,737

 

 

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

 

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INCOME STATEMENT

 

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008

 

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

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Holding

 

and Holding

 

 

 

Consolidated

 

company

 

company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

OPERATIONAL REVENUE

 

 

 

 

 

 

 

Gross supply of electricity (Note 18)

 

769,147

 

766,106

 

721,201

 

Revenue from use of the grid (Note 19)

 

151,030

 

151,030

 

150,434

 

Other operational revenues

 

5,653

 

5,653

 

6,427

 

 

 

925,830

 

922,789

 

878,062

 

DEDUCTIONS FROM OPERATIONAL REVENUE (Note 20)

 

(193,551

)

(192,887

)

(195,289

)

NET OPERATIONAL REVENUE

 

732,279

 

729,902

 

682,773

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

COST OF ELECTRICITY (Note 21)

 

 

 

 

 

 

 

Charges for use of the basic transmission grid

 

(72,294

)

(72,294

)

(64,437

)

Electricity bought for resale

 

(27,190

)

(26,712

)

8,982

 

 

 

(99,484

)

(99,006

)

(55,455

)

COST OF OPERATION (Note 21)

 

 

 

 

 

 

 

Personnel and managers

 

(58,975

)

(58,934

)

(53,302

)

Post-employment obligations

 

(6,206

)

(6,206

)

(9,987

)

Materials

 

(2,884

)

(2,867

)

(2,508

)

Raw materials and inputs for generation

 

 

 

(21,785

)

Outsourced services

 

(20,246

)

(20,127

)

(15,086

)

Depreciation and amortization

 

(55,979

)

(55,858

)

(56,345

)

Reversal of provisions

 

252

 

252

 

932

 

Royalties for use of water resources

 

(34,767

)

(34,767

)

(31,201

)

Other costs of operation

 

(6,365

)

(6,314

)

(4,026

)

 

 

(185,170

)

(184,821

)

(193,308

)

TOTAL COST

 

(284,654

)

(283,827

)

(248,763

)

 

 

 

 

 

 

 

 

GROSS PROFIT

 

447,625

 

446,075

 

434,010

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSES (Note 21)

 

 

 

 

 

 

 

General and administrative expenses

 

(16,932

)

(16,932

)

(15,972

)

Other operational expenses

 

(5,725

)

(5,725

)

(20,752

)

 

 

(22,657

)

(22,657

)

(36,724

)

PROFIT FROM THE SERVICE

 

 

 

 

 

 

 

(OPERATIONAL PROFIT BEFORE EQUITY GAINS AND FINANCIAL REVENUES (EXPENSES))

 

424,968

 

423,418

 

397,286

 

Equity gain (loss) from subsidiaries

 

 

1,494

 

 

Net financial expenses (Note 22)

 

(50,190

)

(50,244

)

(79,686

)

PROFIT BEFORE TAXATION AND PROFIT SHARES

 

374,778

 

374,668

 

317,600

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution (Note 7b)

 

(126,711

)

(126,639

)

(111,984

)

Deferred income tax and Social Contribution (Note 7 b)

 

(9,931

)

(9,893

)

5,031

 

Employees’ and managers’ profit shares (Note 24)

 

(5,723

)

(5,723

)

(4,919

)

NET PROFIT FOR THE PERIOD

 

232,413

 

232,413

 

205,728

 

NET PROFIT PER THOUSAND SHARES, R$

 

80.23

 

80.23

 

71.02

 

 

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

 

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE QUARTELY ENDED ON MARCH 31, 2009

 

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

 

 

 

Registered
capital

 

Capital
reserves

 

Retained
earnings

 

Total

 

BALANCES AT DECEMBER 31, 2008

 

2,896,785

 

584,354

 

 

3,481,139

 

 

 

 

 

 

 

 

 

 

 

Net profit for the year

 

 

 

232,413

 

232,413

 

BALANCES AT MARCH 31, 2009

 

2,896,785

 

584,354

 

232,413

 

3,713,552

 

 

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STATEMENTS OF CASH FLOWS

FOR THE QUARTERS ENDED MARCH 31, 2009 AND 2008
R$ ‘000

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Net profit for the year

 

232,413

 

205,728

 

232,413

 

205,728

 

Expenses (revenues) not affecting cash

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

56,026

 

56,345

 

55,905

 

56,345

 

Net write-offs of fixed assets

 

2,119

 

1,078

 

2,119

 

1,078

 

Equity gains (losses)

 

 

 

(1,494

)

 

Interest and monetary updating — Noncurrent

 

(16,994

)

8,037

 

(18,019

)

8,037

 

Deferred federal taxes

 

9,931

 

(5,031

)

9,893

 

(5,031

)

Provisions (reversals) for operational losses

 

269

 

(932

)

269

 

(932

)

Provisions for losses on “Free Energy” transactions

 

8,722

 

10,160

 

8,722

 

10,160

 

Provision for losses on financial instruments

 

19,697

 

(2,656

)

19,697

 

(2,656

)

Post-employment obligations

 

7,333

 

12,004

 

7,333

 

12,004

 

Other

 

1,087

 

2,590

 

1,087

 

2,590

 

 

 

320,603

 

287,323

 

317,925

 

287,323

 

Increase (reduction) in assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(27,597

)

(20,460

)

(27,307

)

(20,460

)

Traders — transactions in Free Energy

 

2,107

 

13,522

 

2,107

 

13,522

 

Taxes subject to offsetting

 

(57,825

)

(112,367

)

(57,792

)

(112,392

)

Transport of energy

 

(388

)

(9,539

)

(388

)

(9,539

)

Other current assets

 

2,527

 

 

2,527

 

 

Payments into Court

 

(15,046

)

(705

)

(8,182

)

(705

)

Others

 

(4,761

)

11,981

 

(1,523

)

11,981

 

 

 

(100,983

)

(117,568

)

(90,558

)

(117,593

)

Increase (reduction) in liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

8,664

 

(162,391

)

(13,591

)

(160,540

)

Taxes and Social Contribution

 

122,247

 

96,323

 

121,213

 

96,213

 

Salaries and mandatory charges on payroll

 

(20,371

)

(4,361

)

(20,574

)

(4,274

)

Regulatory charges

 

(18,657

)

3,067

 

(18,657

)

3,067

 

Loans and financings

 

64,125

 

73,009

 

64,327

 

73,009

 

Post-employment obligations

 

(10,110

)

(12,918

)

(10,110

)

(12,918

)

Losses on financial instruments

 

465

 

(3,775

)

465

 

(3,775

)

Other

 

(45,834

)

(35,968

)

(29,676

)

(36,878

)

 

 

100,529

 

(47,014

)

93,397

 

(46,096

)

 

 

 

 

 

 

 

 

 

 

CASH GENERATED BY OPERATIONS

 

320,149

 

122,741

 

320,764

 

123,634

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Financings obtained

 

186,698

 

8,498

 

107,086

 

 

Payments of loans and financings

 

(4,758

)

(31,121

)

(4,758

)

(31,121

)

Interest on Equity, and dividends

 

 

(6,120

)

 

(6,120

)

CASH GENERATED BY FINANCING ACTIVITIES

 

181,940

 

(28,743

)

102,328

 

(37,241

)

 

141



Table of Contents

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

INVESTMENTS ACTIVITIES

 

 

 

 

 

 

 

 

 

On investments

 

6,968

 

(14,746

)

(25,018

)

(14,746

)

In fixed assets

 

(113,285

)

(19,222

)

(10,840

)

(11,018

)

Special Obligations — consumer contributions

 

 

8

 

 

8

 

CASH USED AT INVESTMENTS ACTIVITIES

 

(106.317

)

(33.960

)

(35.858

)

(25.756

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH POSITION

 

395,772

 

60,038

 

387,234

 

60,637

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGE IN CASH POSITION

 

 

 

 

 

 

 

 

 

At start of the year

 

862,098

 

916,288

 

852,213

 

907,116

 

At end of year

 

1,257,870

 

976,326

 

1,239,447

 

967,753

 

 

 

395,772

 

60,038

 

387,234

 

60,637

 

 

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EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED DECEMBER 31, 2008
AND THE QUARTERS ENDED MARCH 31, 2009 AND 2008

 

In R$ ‘000, except where otherwise stated

 

1)                                     OPERATIONAL CONTEXT

 

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

 

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

 

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

 

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

 

Cemig GT has stockholdings in the following subsidiaries:

 

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

 

Subsidiaries at pre-operational stage.

 

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

 

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

 

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

 

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

 

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

 

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

 

2)                                     PRESENTATION OF THE FINANCIAL STATEMENTS

 

2.1)                           Presentation of the Quarterly Information

 

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

 

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

 

2.2) — Change in the Brazilian Corporate Law

 

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

 

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

 

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

 

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The effects in the quarterly statement because of the changes in the Corporate Law were basically, (i) the present value and (ii) financial instruments, and the impact in the net profit of the quarterly ended on March 31, 2008 were in the amount of R$6,632 and R$8,210, respectively, and those were not adjusted in the quarterly information for comparative because the amounts were imaterial.

 

2.3) The consolidated Quarterly Information (ITR)

 

The consolidated information at March 31, 2009 includes the financial statements of the Company and of the subsidiaries mentioned in Explanatory Note 1.

 

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

 

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

 

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

 

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

 

3)                                     CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

Bank accounts

 

17,958

 

150

 

10,475

 

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank deposit certificates

 

1,193,142

 

818,150

 

1,182,202

 

808,415

 

Treasury Financial Notes (LFTs)

 

26,951

 

24,193

 

26,951

 

24,193

 

National Treasury Notes (LTNs)

 

163

 

151

 

163

 

151

 

Other

 

19,656

 

19,454

 

19,656

 

19,454

 

 

 

1,239,912

 

861,948

 

1,228,972

 

852,213

 

 

 

1,257,870

 

862,098

 

1,239,447

 

852,213

 

 

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

 

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

 

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4)                                     CONSUMERS AND RESELLERS

 

 

 

Balances not

 

Up to 90 days

 

More than 90

 

Total

 

Consumer type

 

yet due

 

past due

 

days past due

 

03/31/2009

 

12/31/2008

 

Holding company

 

 

 

 

 

 

 

 

 

 

 

Industrial

 

140,378

 

10,670

 

40,162

 

191,210

 

217,224

 

Wholesale supply to other concession holders

 

189,201

 

 

4,635

 

193,836

 

140,515

 

Provision for doubtful receivables

 

 

 

(780

)

(780

)

(780

)

 

 

329,579

 

10,670

 

44,017

 

384,266

 

356,959

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Industrial

 

1,057

 

 

 

1,057

 

774

 

Wholesale supply to other concession holders

 

7

 

 

 

7

 

 

 

 

1,064

 

 

 

1,064

 

774

 

Total, consolidated

 

330,643

 

10,670

 

44,017

 

385,330

 

357,733

 

 

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

 

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

 

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

 

5)                                     TRADERS — TRANSACTIONS IN FREE ENERGY

 

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

 

 

 

Consolidated and

 

 

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

CURRENT

 

 

 

 

 

Amounts to be received from distributors

 

44,152

 

45,302

 

Provision for losses in realization

 

(17,397

)

(26,119

)

 

 

26,755

 

19,183

 

 

 

 

 

 

 

Current

 

16,115

 

15,076

 

Noncurrent

 

10,640

 

4,107

 

 

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

 

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

 

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

 

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

 

Provision for losses in realization

 

The provision now constituted, in the amount of R$ 17,397, represents the losses that are expected as a result of the period of receipt of the RTE from the other distributors that are still passing through funds to the Company not being sufficient for full payment of the amounts owed.

 

6)                                     TAXES SUBJECT TO OFFSETTING

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

Current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

39,361

 

38,616

 

38,466

 

37,730

 

Income tax

 

192,337

 

127,969

 

192,270

 

127,926

 

Social Contribution

 

62,101

 

39,212

 

62,101

 

39,212

 

Pasep tax

 

6,401

 

11,827

 

6,401

 

11,827

 

Cofins tax

 

30,087

 

54,954

 

30,087

 

54,954

 

Other

 

1,651

 

1,535

 

1,651

 

1,535

 

 

 

331,938

 

274,113

 

330,976

 

273,184

 

Noncurrent

 

 

 

 

 

 

 

 

 

ICMS recoverable

 

18,158

 

18,158

 

18,158

 

18,158

 

 

 

350,096

 

292,271

 

349,134

 

291,342

 

 

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

 

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

 

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7)              TAX CREDITS

 

a) Deferred income tax and Social Contribution:

 

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

 

 

 

Consolidated and

 

 

 

Holding company

 

 

 

03/31/2009

 

12/31/2008

 

Tax credits on temporary differences:

 

 

 

 

 

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

 

5,915

 

8,880

 

Post-employment obligations

 

21,381

 

21,773

 

Provision for Pasep/Cofins taxes — Extraordinary Tariff Recomposition

 

1,116

 

1,153

 

Provision for doubtful receivables

 

255

 

255

 

Transactions in “free energy”

 

5,942

 

8,075

 

Financial Instruments

 

27,460

 

19,807

 

FX variation

 

35,342

 

35,342

 

Contingencies

 

2,581

 

2,489

 

Other

 

1,946

 

6,691

 

 

 

101,938

 

104,465

 

 

 

 

 

 

 

Current assets

 

24,899

 

21,118

 

Noncurrent assets

 

77,039

 

83,347

 

 

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

 

In accordance with the estimates of Cemig GT, future taxable profits enable the deferred tax asset existing on March 31, 2009 to be realized according to the following estimate:

 

 

 

Consolidated and Holding company

 

 

 

2008

 

2009

 

13,610

 

2010

 

45,156

 

2011

 

10,511

 

2012

 

10,511

 

2013

 

10,511

 

2014 to 2016

 

7,674

 

2017 to 2018

 

3,965

 

 

 

101,938

 

 

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

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

Profit before income tax and Social Contribution tax

 

374,778

 

374,668

 

317,600

 

Income tax and Social Contribution — nominal expense

 

(127,424

)

(127,387

)

(107,984

)

Tax effects applicable to:

 

 

 

 

 

 

 

Interest on Equity

 

 

 

 

 

 

 

Employees’ profit shares

 

1,946

 

1,946

 

1,672

 

Tax incentive amounts

 

624

 

624

 

122

 

Equity income from subsidiaries

 

 

506

 

 

Non-deductible contributions and donations

 

(34

)

(34

)

(12

)

Adjustment to income tax and Social Contribution — previous business year

 

(12,369

)

(12,369

)

 

Tax credits not recognized

 

177

 

177

 

 

Other

 

438

 

5

 

(751

)

Income tax and Social Contribution

 

(136,642

)

(136,532

)

(106,953

)

 

c)   Transition Taxation Regime

 

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

 

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

 

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

 

Based on an initial assessment, the Company has reflected in its accounting statements the effects of the adoption of the RTT, and additional studies will be carried out before the delivery of the DIPJ for 2009.

 

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8)            INVESTMENTS

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

In subsidiaries and jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

Hidrelétrica Cachoeirão S. A.

 

 

 

18,768

 

17,276

 

Guanhães Energia S. A.

 

 

 

9,608

 

9,608

 

Hidrelétrica Pipoca S. A

 

 

 

12,925

 

3,632

 

Cemig Baguari Energia S. A.

 

 

 

10

 

12

 

Madeira Energia S. A.

 

 

 

10

 

10

 

Baguari Energia S. A.

 

 

 

153,692

 

140,370

 

EBTE

 

 

 

16,355

 

6,985

 

In consortia

 

1,068,091

 

1,061,302

 

914,406

 

920,939

 

Other

 

6,446

 

13,476

 

6,446

 

13,474

 

 

 

1,074,537

 

1,074,778

 

1,132,220

 

1,112,306

 

 

Investments in consortia

 

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

 

 

 

Stake in the

 

Average annual

 

 

 

 

 

 

 

energy

 

depreciation

 

 

 

 

 

 

 

generated

 

rate, %

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

In service

 

 

 

 

 

 

 

 

 

Porto Estrela Plant

 

33.33

%

2.48

 

38,625

 

38,625

 

Igarapava Plant

 

14.50

%

2.58

 

55,554

 

55,554

 

Funil Plant

 

49.00

%

2.40

 

181,402

 

181,402

 

Queimado Plant

 

82.50

%

2.45

 

193,599

 

193,599

 

Aimorés Plant

 

49.00

%

2.50

 

543,684

 

543,684

 

Accumulated depreciation

 

 

 

 

 

(118,255

)

(111,658

)

Total in operation

 

 

 

 

 

894,609

 

901,206

 

 

 

 

 

 

 

 

 

 

 

In progress

 

 

 

 

 

 

 

 

 

Queimado Plant

 

82.50

%

 

 

13,125

 

13,125

 

Funil Plant

 

49.00

%

 

 

819

 

755

 

Aimorés Plant

 

49.00

%

 

 

5,853

 

5,853

 

Total under construction

 

 

 

 

 

19,797

 

19,733

 

 

 

 

 

 

 

 

 

 

 

Total of Consortia - Holding Company

 

 

 

 

 

914,406

 

920,939

 

 

 

 

 

 

 

 

 

 

 

Baguari plant – under construction

 

34.00

%

 

 

153,685

 

140,363

 

 

 

 

 

 

 

 

 

 

 

Total of Consortia - Consolidated

 

 

 

 

 

1,068,091

 

1,061,302

 

 

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

 

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The main information on the investees is as follows:

 

 

 

 

 

March 31, 2009

 

 

 

 

 

 

 

Paid-up

 

 

 

 

 

Number of

 

 

 

registered

 

Stockholders’

 

Jointly-controlled subsidiary

 

shares

 

Stake (%)

 

capital

 

equity

 

 

 

 

 

 

 

 

 

 

 

Hidrelétrica Cachoeirão S. A.

 

35,000,000

 

49.00

 

35,000

 

38,303

 

Guanhães Energia S. A.

 

52,000,000

 

49.00

 

19,608

 

19,608

 

Hidrelétrica Pipoca S. A

 

7,413,296

 

49.00

 

7,413

 

26,378

 

Madeira Energia S. A.

 

100,000

 

10.00

 

100

 

100

 

Cemig Baguari Energia S. A.

 

1,000

 

100.00

 

1

 

10

 

Baguari Energia S. A.

 

1,000,000

 

69.39

 

10

 

221,498

 

Empresa Brasileira de Transmissão de Energia S. A.

 

29,267,465

 

49.00

 

33,378

 

33,378

 

 

New acquisitions

 

Acquisition of stake in electricity transmission companies

 

On September 24, 2008, Brookfield exercised its option to sell its shares representing the following percentages of the voting capital of the following companies to Companhia Energética de Minas Gerais – CEMIG and Alupar Investimento S. A. in the proportion of 95% and 5% respectively: 24.99% in Empresa Amazonense de Transmissão de Energia S. A. – EATE; 24.99% in Empresa Paraense de Transmissão de Energia S. A. – ETEP; 18.35% in Empresa Norte de Transmissão de Energia S. A. – ENTE; 18.35% in Empresa Regional de Transmissão de Energia S. A. – ERTE; and 7.49% in Empresa Catarinense de Transmissão de Energia S. A. – ECTE.

 

Conclusion of the transaction and actual acquisition is subject to approval by the Brazilian Development Bank (BNDES) and by other financing bodies.

 

The amount to be paid by Cemig for its 95% portion of the share positions bought from Brookfield will be R$ 330.6 million, value of August 16, 2008, adjusted up to the date of final closing, expected in the first semester in 2009.

 

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

 

On July 3, 2008 the Board of Directors authorized Cemig GT to take stakes of 49% in three hydroelectric projects: the Itaocara, Paracambi and Lajes Small Hydro Plants (PCHs) in partnership with Light, to enter into the following contracts between Cemig Geração e Transmissão S. A. and subsidiaries of Light for the constitution of: The UHE Itaocara Consortium, in partnership with Itaocara Energia Ltda.; the PCH Paracambi Consortium, in partnership with Lightger Ltda.; and the PCH Lajes Consortium, in partnership with Light Energia S. A. — the objects of all three being: analysis of the technical and economic feasibility, preparation of the plans, construction, operation, maintenance and commercial operation of the respective projects. All individuals above instruments are pending approval or authorizations required by regulatory bodies concerned, including ANEEL.

 

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9)            FIXED ASSETS

 

 

 

03/31/2009

 

12/31/2008

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Historic cost

 

depreciation

 

Net value

 

Net value

 

In service

 

8,085,061

 

(3,633,712

)

4,451,349

 

4,400,081

 

- Generation

 

6,725,202

 

(2,931,875

)

3,793,327

 

3,735,398

 

Lands

 

195,673

 

 

195,673

 

195,727

 

Reservoirs, dams and watercourses

 

3,641,518

 

(1,386,141

)

2,255,377

 

2,274,272

 

Buildings, works and improvements

 

842,903

 

(355,068

)

487,835

 

502,194

 

Machines and equipment

 

2,040,510

 

(1,186,452

)

854,058

 

762,777

 

Vehicles

 

2,042

 

(1,784

)

258

 

297

 

Furniture and utensils

 

2,556

 

(2,430

)

126

 

131

 

- Transmission

 

1,298,353

 

(664,329

)

634,024

 

637,188

 

Lands

 

2,138

 

 

2,138

 

2,138

 

Buildings, works and improvements

 

106,549

 

(58,046

)

48,503

 

49,428

 

Machines and equipment

 

1,188,514

 

(605,342

)

583,172

 

585,434

 

Vehicles

 

175

 

(126

)

49

 

53

 

Furniture and utensils

 

977

 

(815

)

162

 

135

 

- Management

 

61,506

 

(37,508

)

23,998

 

27,495

 

Lands

 

621

 

 

621

 

621

 

Buildings, works and improvements

 

14,160

 

(7,507

)

6,653

 

6,782

 

Machines and equipment

 

32,768

 

(21,207

)

11,561

 

15,031

 

Vehicles

 

11,054

 

(5,960

)

5,094

 

4,975

 

Furniture and utensils

 

2,903

 

(2,834

)

69

 

86

 

 

 

 

 

 

 

 

 

 

 

In progress

 

178,402

 

 

178,402

 

271,012

 

- Generation

 

104,460

 

 

104,460

 

196,759

 

- Transmission

 

59,217

 

 

59,217

 

59,243

 

- Management

 

14,725

 

 

14,725

 

15,010

 

 

 

 

 

 

 

 

 

 

 

Total fixed assets

 

8,263,463

 

(3,633,712

)

4,629,751

 

4,671,093

 

Special Obligations linked to the concession

 

(7,924

)

 

(7,924

)

(7,924

)

Net fixed assets — Holding company

 

8,255,539

 

(3,633,712

)

4,621,827

 

4,663,169

 

 

 

 

 

 

 

 

 

 

 

In service — subsidiaries

 

18,582

 

(107

)

18,475

 

 

- Generation

 

18,569

 

(107

)

18,462

 

 

- Management

 

13

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

In progress - subsidiaries

 

161,544

 

 

161,544

 

93,692

 

- Generation

 

156,836

 

 

156,836

 

93,042

 

- Transmission

 

3,925

 

 

3,925

 

441

 

- Management

 

783

 

 

783

 

209

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets — holding company

 

8,435,665

 

(3,633,819

)

4,801,846

 

4,756,861

 

 

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

 

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Certain land sites and buildings of the subsidiaries which were given in guarantee in lawsuits involving tax, labor-law, civil and other disputes are recorded in Fixed assets — Administration. These were posted at the amount of R$ 963 on March 31, 2009, net of depreciation (R$ 976 on December 31, 2008).

 

10)          INTANGIBLE

 

 

 

03/31/2009

 

12/31/2008

 

 

 

Historic cost

 

Accumulated
depreciation

 

Net value

 

Net value

 

In service

 

30,451

 

(20,071

)

10,380

 

9,567

 

- Generation

 

2,381

 

(724

)

1,657

 

1,675

 

- Transmission

 

9,656

 

(2,467

)

7,189

 

7,203

 

- Management

 

18,414

 

(16,880

)

1,534

 

689

 

 

 

 

 

 

 

 

 

 

 

In progress

 

4,073

 

 

4,073

 

4,129

 

- Generation

 

1,090

 

 

1,090

 

1,043

 

- Transmission

 

1,301

 

 

1,301

 

1,396

 

- Management

 

1,682

 

 

1,682

 

1,690

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets — holding company

 

34,524

 

(20,071

)

14,453

 

13,696

 

 

 

 

 

 

 

 

 

 

 

In service

 

28

 

 

28

 

 

- Generation

 

28

 

 

28

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

2,759

 

 

2,759

 

112

 

- Generation

 

2,759

 

 

2,759

 

112

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets - consolidated

 

37,311

 

(20,071

)

17,240

 

13,808

 

 

11)            SUPPLIERS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

Current

 

 

 

 

 

 

 

 

 

Wholesale supply and transport of electricity - Purchase of “free energy” during the period of rationing

 

 

 

 

 

 

 

 

 

 

 

17,476

 

24,215

 

17,476

 

23,750

 

Wholesale market — CCEE

 

3

 

11,600

 

3

 

11,600

 

Cemig Distribuição

 

6,729

 

6,193

 

6,729

 

6,193

 

CHESF — Cia. Hidroelétrica do São Francisco

 

3,070

 

3,034

 

3,070

 

3,034

 

CTEEP — Cia. Trans. Energia Elétrica Paulista

 

3,325

 

3,291

 

3,325

 

3,291

 

Eletronorte — Centrais Elétricas do Norte do Brasil

 

2,207

 

2,208

 

2,207

 

2,208

 

Eletrosul — Centrais Elétricas

 

2,038

 

2,014

 

2,038

 

2,014

 

Other Generators and Distributors

 

39,126

 

22,769

 

39,126

 

22,769

 

 

 

73,974

 

75,324

 

73,974

 

74,859

 

Materials and services

 

81,342

 

71,328

 

37,921

 

50,627

 

 

 

155,316

 

146,652

 

111,895

 

125,486

 

Noncurrent

 

 

 

 

 

 

 

 

 

Wholesale electricity supply

 

 

 

 

 

 

 

 

 

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

 

77

 

77

 

77

 

77

 

Total, suppliers

 

155,393

 

146,729

 

111,972

 

125,563

 

 


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

 

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Of the amounts in relation to purchase of “free energy”, a substantial part will be paid by September 2009, with inflation adjustment at the Selic rate plus 1.00% in interest per year. The conclusion of certain court proceedings in progress, brought by market agents, in relation to the interpretation of the rules in force at the time of the realization of the transactions for purchase of “free energy” during the period of rationing, may result in changes in the amounts recorded. See further comments in Explanatory Note 16.

 

12)          TAXES, CHARGES AND CONTRIBUTIONS

 

 

 

Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

87,576

 

29

 

86,572

 

 

Social Contribution

 

31,430

 

46

 

31,392

 

 

ICMS tax

 

26,114

 

33,263

 

25,862

 

33,128

 

Cofins tax

 

17,426

 

18,481

 

17,393

 

18,415

 

Pasep tax

 

3,782

 

4,026

 

3,775

 

3,998

 

Social Security system

 

3,189

 

3,918

 

3,179

 

3,898

 

Other

 

2,045

 

3,081

 

1,996

 

3,046

 

 

 

171,562

 

62,844

 

170,169

 

62,485

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

8,869

 

9,164

 

8,869

 

9,164

 

Social Contribution

 

3,193

 

3,299

 

3,193

 

3,299

 

Cofins tax

 

2,696

 

2,786

 

2,696

 

2,786

 

Pasep tax

 

585

 

605

 

585

 

605

 

 

 

15,343

 

15,854

 

15,343

 

15,854

 

 

 

186,905

 

78,698

 

185,512

 

78,339

 

Noncurrent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cofins tax

 

20,648

 

3,146

 

20,648

 

3,146

 

Pasep

 

4,483

 

14,493

 

4,483

 

14,493

 

 

 

25,131

 

17,639

 

25,131

 

17,639

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

59,788

 

47,700

 

59,788

 

47,700

 

Social Contribution

 

21,524

 

17,171

 

21,524

 

17,171

 

 

 

81,312

 

64,871

 

81,312

 

64,871

 

 

 

106,443

 

82,510

 

106,443

 

82,510

 

 

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

 

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

 

Deferred obligations in “noncurrent”, above, relate, substantially, to recognition of financial instruments (FX variation, and hedging), by the cash method, which are payable as and when they are realized, by payment or redemption.

 

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13)          LOANS, FINANCINGS AND DEBENTURES

 

Consolidated

 

03/31/2009

 

03/31/2008

 

 

 

 

 

Annual

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

financing cost

 

 

 

 

 

Non

 

 

 

 

 

FINANCING SOURCES

 

maturity

 

(%)

 

Currency

 

Currency

 

Currency

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil (1)

 

2009

 

3.90

 

JPY

 

91,516

 

 

91,516

 

100,160

 

B.N.P. Paribas

 

2010

 

Libor+ 1.875

 

US$

 

16,216

 

7,770

 

23,986

 

23,825

 

BNP Paribas

 

2012

 

5.89

 

EURO

 

3,485

 

6,857

 

10,342

 

12,919

 

Unibanco (2)

 

2009

 

6.50

 

US$

 

11,116

 

 

11,116

 

11,044

 

Unibanco (3)

 

2009

 

5.00

 

US$

 

8,239

 

 

8,239

 

8,214

 

Debt in foreign currency

 

 

 

 

 

 

 

130,572

 

14,627

 

145,199

 

156,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Credit Suisse First Boston S.A.

 

2010

 

106.00% of CDI

 

R$

 

200

 

75,000

 

75,200

 

75,241

 

Banco do Brasil

 

2009

 

111.00% of CDI

 

R$

 

65,839

 

 

65,839

 

63,784

 

Banco do Brasil

 

2013

 

CDI+ 1.70

 

R$

 

6,694

 

89,276

 

95,970

 

92,887

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

3,784

 

30,000

 

33,784

 

32,761

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

50,124

 

900,000

 

950,124

 

922,279

 

Banco Itaú BBA

 

2013

 

CDI+ 1.70

 

R$

 

12,419

 

168,431

 

180,850

 

175,017

 

Banco Votorantim S.A.

 

2010

 

113.50% of CDI

 

R$

 

879

 

25,124

 

26,003

 

25,173

 

BNDES

 

2026

 

URTJ+ 2.34

 

R$

 

95

 

107,089

 

107,184

 

 

Bradesco

 

2013

 

CDI+ 1.70

 

R$

 

8,327

 

133,374

 

141,701

 

137,148

 

Bradesco

 

2014

 

CDI+ 1.70

 

R$

 

396

 

4,830

 

5,226

 

5,319

 

Debentures (4)

 

2009

 

CDI+ 1.20

 

R$

 

368,897

 

 

368,897

 

357,472

 

Debentures (4)

 

2011

 

104.00% of CDI

 

R$

 

12,492

 

238,816

 

251,308

 

243,950

 

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

 

2031

 

IGP-M

 

R$

 

 

33,921

 

33,921

 

32,936

 

Eletrobrás (6)

 

 

 

FINEL+ 7.50 to

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

8.50

 

R$

 

12,343

 

45,258

 

57,601

 

60,799

 

Santander do Brasil S.A.

 

2013

 

CDI+ 1.70

 

R$

 

272

 

29,715

 

29,987

 

30,828

 

Unibanco

 

2009

 

CDI+ 2.98

 

R$

 

110,997

 

 

110,997

 

107,081

 

Unibanco

 

2013

 

CDI+ 1.70

 

R$

 

13,128

 

179,061

 

192,189

 

185,989

 

Banco Votorantim

 

2013

 

CDI+ 1.70

 

R$

 

11

 

3,101

 

3,112

 

3,229

 

Unibanco S.A (5)

 

2020

 

TJLP+ 2.55

 

R$

 

253

 

3,930

 

4,183

 

4,062

 

Banco do Brasil (5)

 

2020

 

TJLP+ 2.55

 

R$

 

1,746

 

27,677

 

29,423

 

28,794

 

BNDES (7)

 

2033

 

TJLP+ 2.40

 

R$

 

 

79,685

 

79,685

 

 

Debt in Brazilian currency

 

 

 

 

 

 

 

668,895

 

2,174,288

 

2,843,184

 

2,584,749

 

Overall total

 

 

 

 

 

 

 

799,468

 

2,188,915

 

2,988,383

 

2,740,911

 

 


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

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

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

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

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

and later

 

Total

 

Currencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

35,571

 

7,770

 

 

 

 

 

 

 

43,341

 

Euro

 

1,771

 

3,428

 

3,428

 

1,715

 

 

 

 

 

10,342

 

Yen

 

91,516

 

 

 

 

 

 

 

 

 

 

 

 

91,516

 

 

 

128,858

 

11,198

 

3,428

 

1,715

 

 

 

 

 

145,199

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IGP-M inflation index

 

 

 

 

 

 

 

 

33,921

 

33,921

 

Eletrobrás Finel internal index

 

9,257

 

12,343

 

12,343

 

12,343

 

11,315

 

 

 

 

57,601

 

Interbank CD rate – CDI

 

654,459

 

252,071

 

390,308

 

451,947

 

481,947

 

300,455

 

 

 

2,531,187

 

Other

 

1,574

 

5,660

 

9,828

 

9,828

 

9,828

 

13,880

 

13,808

 

156,069

 

220,475

 

 

 

665,290

 

270,074

 

412,479

 

474,118

 

503,090

 

314,335

 

13,808

 

189,990

 

2,843,184

 

 

 

794,148

 

281,272

 

415,907

 

475,833

 

503,090

 

314,335

 

13,808

 

189,990

 

2,988,383

 

 

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

 

Currencies

 

Change in
quarter ended
31/03/2009

 

Accumulated
change in 2008

 

Indexors

 

Change in
quarter ended
31/03/2009

 

Accumulated
change in 2008

 

 

 

%

 

%

 

 

 

%

 

%

 

US dollar

 

(0.93

)

31.94

 

IGP-M

 

(0.92

)

9.81

 

Euro

 

(4.94

)

24.13

 

Finel

 

(0.18

)

1.90

 

Yen

 

(9.51

)

62.89

 

Selic

 

2.90

 

12.48

 

 

 

 

 

 

 

CDI

 

2.85

 

12.32

 

 

The movement on loans and financings is as follows:

 

Balance at December 31, 2008

 

2,740,911

 

Loans and financings

 

186,698

 

Monetary and FX variation

 

(10,778

)

Financial charges provisioned

 

80,919

 

Adjustment to present value

 

1,825

 

Financial charges paid

 

(6,434

)

Amortization of financings

 

(4,758

)

Balance at March 31, 2009

 

2,988,383

 

 

Restrictive covenant clauses

 

Cemig GT has loans and financings with restrictive covenant clauses. These were fully complied with on  March 31, 2009.

 

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14)          REGULATORY CHARGES

 

 

 

Consolidated and

 

 

 

Holding company

 

 

 

03/31/2009

 

03/31/2008

 

RGR – Global Reversion Reserve

 

11,467

 

10,586

 

CCC – Fuel Consumption Account

 

4,283

 

5,047

 

CDE – Energy Development Account

 

4,645

 

5,479

 

Aneel inspection charge

 

1,386

 

1,291

 

Alternative Energy Program – Proinfa

 

2,024

 

1,592

 

National Scientific and Technological Development Fund

 

2,166

 

17,044

 

Research and development

 

53,004

 

49,154

 

Energy system expansion research

 

1,083

 

8,522

 

 

 

80,058

 

98,715

 

 

 

 

 

 

 

Current liabilities

 

75,706

 

94,363

 

Noncurrent liabilities

 

4,352

 

4,352

 

 

15)          POST-EMPLOYMENT OBLIGATIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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Separation of the Health Plan

 

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

 

Amortization of actuarial obligations

 

Part of the actuarial obligation for post-employment benefits, in the amount of R$ 213.302 on 31 March 2009  (R$ 214,927 on December 31, 2008), was recognized as an obligation payable by Cemig GT and is being amortized by June 2024, through monthly installments calculated by the system of constant installments (the so-called “Price” table). On June 2, 2008, the Third Amendment to the Contract with Forluz was signed, to transfer the debtor balance of the contract relating to the Defined Benefit plan to the “A” plan. The amounts then began to be adjusted only by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE) plus 6% per year.

 

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

 

The movement in the net liabilities has been as follows:

 

 

 

Consolidated and Holding company

 

 

 

Pension plans and

 

 

 

 

 

 

 

 

 

supplementary

 

 

 

 

 

Life

 

 

 

retirement plans

 

Health Plan

 

Dental Plan

 

insurance

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on December 31, 2008

 

99,483

 

75,700

 

3,524

 

99,881

 

Expense (revenue) recognized in the Income statement

 

548

 

3,958

 

243

 

2,584

 

Contributions paid

 

(7,571

)

(1,865

)

(43

)

(631

)

Net liabilities on March 31, 2009

 

92,460

 

77,793

 

3,724

 

101,834

 

Current liabilities

 

18,473

 

 

 

 

 

 

 

Noncurrent liabilities

 

73,987

 

77,793

 

3,724

 

101,834

 

 

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16)              CONTINGENCY PROVISIONS

 

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

 

 

 

Balance on

 

 

 

Balance on

 

 

 

12/31/2008

 

Additions

 

03/31/2009

 

 

 

 

 

 

 

 

 

Labor-law contingencies

 

 

 

 

 

 

 

 Various

 

179

 

5

 

184

 

Civil

 

 

 

 

 

 

 

 Environmental

 

6,503

 

246

 

6,749

 

 Other

 

640

 

18

 

658

 

 

 

 

 

 

 

 

 

Total

 

7,322

 

269

 

7,591

 

 

Environmental administrative proceedings

 

Cemig GT was served an infringement notice by the Minas Gerais State Forests Institute (IEF), alleging that it omitted to take measures to protect the fish population, causing fish deaths, as a result of the flow and operation of the machinery of the Três Marias Hydroelectric Plant. The company presented a defense, and assesses the chance of loss in this action as “probable” – in the amount of R$ 6,749, which is duly  provisioned.

 

Cases with chance of loss assessed as “possible”

 

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

 

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

 

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

 

Regulatory contingency – CCEE

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained a judgment in its favor in February 2006, which ordered Aneel and the CCEE to comply with the claim by the Distributor and recalculate the transactions during the rationing period leaving out of account its Dispatch No. 288/2002. This was to be put into effect in the CCEE in November 2008, resulting in an additional disbursement for Cemig, referring to the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 76,076. On November 9, 2008 the Company obtained an injunction in the Regional Federal Court suspending the obligatory nature of the requirement to pay into court the amount owed arising from the Special Financial Settlement carried out by the CCEE. No provision was constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim.

 

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17)             STOCKHOLDERS’ EQUITY

 

On March 31, 2009 Cemig Geração e Transmissão S. A. has registered capital of R$ 2,896,785, represented by 2,896,785,358 nominal common shares, without par value, wholly owned by CEMIG.

 

18)             SUPPLY OF ELECTRICITY

 

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

 

 

 

Consolidated

 

 

 

(Not reviewed by external auditors)

 

 

 

 

 

 

 

Nº of Consumers

 

MWh

 

R$

 

 

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

03/31/2009

 

03/31/2008

 

Industrial

 

134

 

132

 

4,137,469

 

4,492,919

 

435,448

 

428,192

 

Retail supply not invoiced, net

 

 

 

 

 

(23,731

)

1,166

 

 

 

134

 

132

 

4,137,469

 

4,492,919

 

411,717

 

429,358

 

Supply to other concession holders (*)

 

39

 

40

 

3,012,082

 

2,979,831

 

283,150

 

240,825

 

Transactions in energy on the CCEE

 

 

 

773,360

 

136,852

 

74,280

 

51,018

 

Total

 

173

 

172

 

7,922,911

 

7,609,602

 

769,147

 

721,201

 

 


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

 

19)             REVENUE FOR USE OF THE NETWORK

 

This revenue is from the tariff charged to agents in the electricity sector, including Free Consumers connected to the high voltage network, for use of the basic transmission grid owned by the Company, associated with the Brazilian grid. Amounts receivable are recorded in Assets, under “Concession holders – Transport of electricity”.

 

20)             DEDUCTIONS FROM OPERATIONAL REVENUE

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

Taxes on revenue

 

 

 

 

 

 

 

ICMS tax

 

81,483

 

80,987

 

80,470

 

Cofins tax

 

60,744

 

60,653

 

58,560

 

PIS and Pasep taxes

 

13,185

 

13,165

 

12,711

 

ISS (value-added tax on services)

 

113

 

113

 

95

 

 

 

155,525

 

154,918

 

151,836

 

Charges passed through to the consumer

 

 

 

 

 

 

 

RGR – Global Reversion Reserve

 

19,769

 

19,769

 

21,499

 

CDE – Energy Development Account

 

5,796

 

5,796

 

8,177

 

CCC (Fuel Consumption) account

 

5,349

 

5,349

 

7,127

 

Research and Development – R&D

 

2,822

 

2,822

 

2,660

 

National Scientific and Technological Development Fund (FNDCT)

 

2,822

 

2,822

 

2,660

 

Energy system expansion research

 

1,468

 

1,411

 

1,330

 

 

 

38,026

 

37,969

 

43,453

 

 

 

193,551

 

192,887

 

195,289

 

 

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21)          OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

Personnel expenses

 

68,795

 

68,754

 

64,219

 

Post-employment obligations (note 18)

 

7,333

 

7,333

 

12,004

 

Materials

 

2,949

 

2,932

 

2,863

 

Raw materials and inputs for production of electricity

 

 

 

21,785

 

Outsourced services

 

24,537

 

24,418

 

16,945

 

Depreciation and amortization

 

56,026

 

55,905

 

56,345

 

Royalties for use of water resources

 

34,767

 

34,767

 

31,201

 

Operational provisions

 

(252

)

(252

)

(932

)

Charges for the use of the basic transmission grid

 

72,294

 

72,294

 

64,437

 

Electricity purchased for resale

 

27,190

 

26,712

 

(8,982

)

Other net expenses

 

13,672

 

13,621

 

25,602

 

 

 

307,311

 

306,484

 

285,487

 

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

a) PERSONNEL EXPENSES

 

 

 

 

 

 

 

Remuneration and salary-related charges and expenses

 

62,322

 

62,281

 

54,549

 

Supplementary pension contributions – Defined contribution plan

 

4,254

 

4,254

 

4,157

 

Assistance benefits

 

6,477

 

6,477

 

6,360

 

 

 

73,053

 

73,012

 

65,066

 

(–) Personnel costs transferred to works in progress

 

(3,936

)

(3,936

)

(2,925

)

 

 

69,117

 

69,076

 

62,141

 

Voluntary Dismissal Program (PPD)

 

(322

)

(322

)

2,078

 

 

 

68,795

 

68,754

 

64,219

 

 

The Voluntary Dismissal Program (PPD)

 

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

 

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

 

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Consolidated

 

Holding company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

b) OUTSOURCED SERVICES

 

 

 

 

 

 

 

Communication

 

1,072

 

1,068

 

648

 

Maintenance and conservation of electricity facilities and equipment

 

2,065

 

2,065

 

1,960

 

Building conservation and cleaning

 

4,052

 

4,052

 

3,217

 

Contracted labor

 

2,254

 

2,253

 

277

 

Freight and airfares

 

594

 

594

 

552

 

Accommodation and meals

 

835

 

835

 

881

 

Security services

 

1,972

 

1,972

 

1,818

 

Consultancy

 

989

 

973

 

417

 

Maintenance and conservation of furniture and utensils

 

429

 

429

 

300

 

Maintenance and conservation of vehicles

 

743

 

743

 

770

 

Electricity

 

1,150

 

1,150

 

1,125

 

Environment

 

2,857

 

2,857

 

1,312

 

Other

 

5,525

 

5,427

 

3,668

 

 

 

24,537

 

24,418

 

16,945

 

 

22)          NET FINANCIAL EXPENSES

 

 

 

Consolidated

 

Holding Company

 

 

 

03/31/2009

 

03/31/2009

 

03/31/2008

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Revenue from cash investments

 

28,908

 

28,853

 

22,121

 

Arrears penalty payments on electricity bills

 

708

 

708

 

3,138

 

Monetary variation – General Agreement for the Electricity Sector

 

1,211

 

1,211

 

11,160

 

FX variations

 

10,580

 

10,580

 

1,111

 

Pasep and Cofins taxes on financial revenues

 

(112

)

(112

)

(1,035

)

Gains on financial instruments (Note 24)

 

820

 

820

 

6,394

 

Adjustment to present value

 

614

 

614

 

 

Other

 

5,925

 

5,924

 

2,709

 

 

 

48,654

 

48,598

 

45,598

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Charges on loans and financings

 

(80,848

)

(80,848

)

(80,736

)

Monetary variation – loans and financings

 

 

 

(4,747

)

FX variations

 

(2

)

(2

)

(7,815

)

Monetary variation – CCEE

 

(2,532

)

(2,532

)

(2,280

)

Losses on financial instruments (Note 24)

 

(20,517

)

(20,517

)

(3,738

)

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

 

8,722

 

8,722

 

(10,160

)

Adjustment to present value

 

(2,107

)

(2,107

)

 

Other

 

(1,560

)

(1,558

)

(15,808

)

 

 

(98,844

)

(98,842

)

(125,284

)

NET FINANCIAL EXPENSES

 

(50,190

)

(50,244

)

(79,686

)

 

23)             RELATED PARTY TRANSACTIONS

 

As mentioned in Explanatory Note 1, the Company is a wholly-owned subsidiary of Companhia Energética de Minas Gerais — Cemig (“Cemig”), the controlling stockholder of which is the Government of the State of Minas Gerais.

 

Cemig Distribuição S. A. (“Cemig D”) and Light S. A. are also subsidiaries of Cemig.

 

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

 

 

 

CURRENT

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

CEMIG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity and dividends

 

 

 

539,042

 

539,042

 

 

 

 

 

Affiliated companies and holding company

 

660

 

661

 

667

 

625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Distribuição S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated companies and holding company

 

8,176

 

7,186

 

4,877

 

3,243

 

 

 

 

 

Gross supply of electricity (1)

 

10,055

 

9,995

 

6,109

 

5,570

 

54,486

 

23,348

 

(19,658

)

(960

)

Charges for use of the electricity grid – wholesale supply.

 

 

10,886

 

 

15,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross supply of electricity (1)

 

398

 

398

 

400

 

405

 

7,155

 

5,088

 

(1,445

)

(1,383

)

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, charges and contributions (4)

 

39,361

 

38,616

 

26,114

 

33,128

 

(81,483

)

(80,470

)

 

 

Taxes offsettable – ICMS (4)

 

18,158

 

18,158

 

 

 

 

 

 

 

Debentures (2)

 

 

 

33,921

 

32,936

 

 

 

(841

)

(3,449

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations – current (3)

 

 

 

18,473

 

17,970

 

 

 

(7,333

)

(12,004

)

Post-employment obligations – noncurrent (3)

 

 

 

257,338

 

260,618

 

 

 

 

 

Other

 

 

 

8,160

 

18,281

 

 

 

 

 

Personnel expenses (5)

 

 

 

 

 

 

 

(4,254

)

(4,157

)

Current administration expense (6)

 

 

 

 

 

 

 

(1,571

)

(988

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliated and subsidiary companies, or parent companies

 

12

 

12

 

 

 

 

 

 

 

 


Main material comments on the above transactions:

 

(1)             The Company has electricity purchase contracts with Cemig Distribuição and Light Energia, made at public auctions of “existing energy” in 2005, which are for 8 years from start of supply and are adjusted annually by the IGP-M inflation index.

(2)             Private issue of non-convertible debentures in the amount of R$ 120 million, updated by the IGP-M inflation index, for completion of the Irapé Power Plant, with redemption at 25 years from issue. The amount at November 31, 2008 was adjusted to present value, in accordance with Law 11638/07.

(3)             Part of the contracts of Forluz are adjusted by the Expanded Consumer Price Index (IPCA) published by the IBGE (Brazilian Geography and Statistics Institute) (See Explanatory Note 15), and will be amortized up to the business year 2024.

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

(5)             Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 15), calculated on the monthly remunerations in accordance with the regulations of the Fund.

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

 

For more information on the main transactions, see Explanatory Notes 6, 12, 13, 15, 18, 21 and 22.

 

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24)                FINANCIAL INSTRUMENTS

 

The financial instruments used by the company are: Cash and cash equivalents, Consumers and traders, Loans and financings, Obligations under debentures and Currency swap transactions. The gains and losses on these transactions are posted in full by the accrual method.

 

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

 

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

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

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

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

 

a) Management of risks;

 

Corporate risk management is a management tool that is an integral part of our corporate governance practices and aligned with the Company’s Process of Strategic Planning.

 

The Company has a Financial Risks Management Committee, with the aim of implementing guidelines and monitoring the financial risk of transactions which might negatively affect the Company’s liquidity and profitability, recommending strategies for protection (hedge) in relation to foreign exchange, interest rate and inflation risks. These are effectively in line with the Company’s strategy.

 

Cemig GT ‘s principal exposure risks are listed below:

 

Exchange rate risk

 

Cemig GT is exposed to the risk of increase in exchange rates, with significant impact on indebtedness, profit and cash flow.

 

The net exposure to exchange rates is as follows:

 

 

 

Consolidated and
Holding company

 

 

 

03/31/2009

 

12/31/2008

 

EXPOSURE TO EXCHANGE RATES

 

 

 

 

 

US dollar

 

 

 

 

 

Loans and financings

 

43,341

 

43,083

 

(-) Contracted hedge/swap (*)

 

60,014

 

59,873

 

 

 

103,355

 

102,956

 

Yen

 

 

 

 

 

Loans and financings

 

91,516

 

100,160

 

(-) Hedge transactions contracted

 

(90,543

)

(100,073

)

 

 

973

 

87

 

Euro

 

 

 

 

 

Loans and financings

 

10,342

 

12,919

 

Net liability exposure

 

114,670

 

115,998

 

 


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

 

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The Company estimates that, in a “probable” scenario, the appreciation of the foreign currencies against the Real at the end of 2009 will be 1.50%. The Company has made a sensitivity analysis on the effects on its results of depreciation in these exchange rates of 25% and 50% in relation to the “probable” scenario. We rate the chance of these two scenarios as “possible” and “remote”, respectively.

 

Risk - FX exposure

 

Base
Scenario

 

Probable
Scenario

 

“Possible”
scenario: FX
depreciation
25.00%

 

“Remote”
scenario: FX
depreciation
50.00%

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings

 

43,341

 

43,992

 

55,037

 

66,082

 

(-) Hedge and swap transactions

 

60,014

 

60,916

 

76,210

 

91,503

 

 

 

103,355

 

104,908

 

131,247

 

157,586

 

Yen

 

 

 

 

 

 

 

 

 

Loans and financings

 

91,516

 

92,892

 

116,213

 

139,535

 

(-) Hedge transactions

 

(90,543

)

(91,904

)

(114,978

)

(138,051

)

 

 

973

 

988

 

1,236

 

1,484

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings

 

10,342

 

10,497

 

13,010

 

15,621

 

Net liability exposure

 

114,670

 

116,393

 

145,493

 

174,691

 

Net effect of FX depreciation

 

 

 

(1,724

)

(30,823

)

(60,021

)

 

Interest rate risk

 

Cemig GT is exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 23,986 at March 31, 2009.

 

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

 

 

 

Consolidated

 

Holding company

 

EXPOSURE OF CEMIG GT TO BRAZILIAN INTEREST RATES

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments (Note 3)

 

1,239,912

 

861,948

 

1,228,972

 

852,213

 

Regulatory assets (Note 5)

 

26,755

 

19,183

 

26,755

 

19,183

 

 

 

1,266,667

 

881,131

 

1,255,727

 

871,396

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans and financings (Note 13)

 

(2,531,187

)

(2,458,158

)

(2,531,187

)

(2,458,158

)

Regulatory liabilities (Note 11)

 

(17,476

)

(24,215

)

(17,476

)

(23,750

)

Hedge and swap transactions

 

(30,529

)

(40,164

)

(30,529

)

(40,164

)

 

 

(2,579,192

)

(2,522,537

)

(2,579,192

)

(2,522,072

)

Net liability exposure

 

(1,312,525

)

(1,641,406

)

(1,323,465

)

(1,650,676

)

 

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In relation to the most significant interest rate risk, that of an increase in the Selic rate, the Company estimates that, in a probable scenario, the Selic rate at the end of 2009 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the Selic rate of 25% and 50%, respectively — scenarios which we assess as “possible” and “remote”, respectively.

 

Risk – Increase in domestic interest rates

 

Base scenario:
Selic 11.16%

 

Probable
scenario:
Selic 9.00%

 

“Possible”
scenario:
Selic 11.25%

 

“Remote”
scenario:
Selic 13.50%

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash investments

 

1,239,912

 

1,219,880

 

1,240,743

 

1,261,609

 

Regulatory assets

 

26,755

 

26,323

 

26,773

 

27,223

 

 

 

1,266,667

 

1,246,203

 

1,267,516

 

1,288,832

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

(2,531,187

)

(2,490,293

)

(2,532,883

)

(2,575,480

)

Regulatory liabilities

 

(17,476

)

(17,194

)

(17,488

)

(17,782

)

Contracted hedge/swap

 

(30,529

)

(30,036

)

(30,549

)

(31,063

)

 

 

(2,579,192

)

(2,537,523

)

(2,580,920

)

(2,624,325

)

Net liability exposure

 

(1,312,525

)

(1,291,320

)

(1,313,404

)

(1,335,493

)

 

 

 

 

 

 

 

 

 

 

Net effect of variation in the Selic rate

 

 

 

21,205

 

(879

)

(22,968

)

 

Credit risk

 

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

 

Energy scarcity risk

 

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

 

Risk of early maturity of debt

 

The Company has contracts for loans, financings and debentures, with the restrictive covenant clauses normally applicable to these types of operation, related to the meeting of economic and financial indices, cash flow and other indicators. Non-compliance with these clauses could result in early maturity of debt. The restrictive clauses were complied with in full on March 31, 2009.

 

Risk of non-renewal of concessions

 

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

 

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b) Financial instruments – derivatives

 

The derivative instruments contracted by the company have the purpose of protecting the company’s operations against the risks arising from foreign exchange variation and are not used for speculative purposes.

 

The principal amounts of the transactions and derivatives are not posted in the balance sheet, since they refer to transactions which do not require cash payments, but only the gains or losses that actually occur, recorded at fair value.

 

The net results of these transactions were losses in 1Q09, and gains in 1Q08, in the amounts, respectively, of R$ 19,697 million and R$ 2,656 million, posted in Financial revenue (expenses).

 

Method of calculation of the fair value of positions

 

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

 

This table shows the derivative instruments contracted by Cemig GT on March 31, 2009.

 

Receivable by

 

Payable by Cemig

 

 

 

 

 

 

 

 

 

Lost not realized

 

Accumulated Effect

 

Cemig Geração e
Transmissão

 

Geração e
Transmissão

 

Maturity
period

 

Market
Trading

 

Principal amount contract*

 

Book Value

 

Fair Value

 

Receivable
Amount

 

Payable
Amount

 

 

 

 

 

 

 

 

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

03/31/2009

 

12/31/2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

R$
100% of CDI + interest
(2.98% p.a to 3.01%
p.a.)

 

From 04/2009
to 11/2009

 

Over the
counter (OTC)

 

US$6,473

 

US$6,473

 

(12.501

)

(16.871

)

(14.608

)

(17.668

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

 

12/2009

 

Over the
counter (OTC)

 

¥3,878,825

 

¥3,878,825

 

(1.812

)

2.963

 

(1.812

)

2.837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ 106% of CDI

 

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

 

04/2010

 

Over the
counter (OTC)

 

R$75,000

 

R$75,000

 

(17.998

)

132

 

(18.441

)

132

 

697

 

(356

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32.311

)

(13.776

)

(34.861

)

(14.699

)

697

 

(356

)

 

c) Sensitivity analysis

 

The first two derivative instruments described above show that the Company is exposed to the variation in the CDI rate. The Company estimates that the CDI rate at the end of 2009 will be 9.00%. The Company has made a sensitivity analysis of the effects on its results arising from increases in the CDI rate of 25% and 50%, respectively, in relation to March 31, 2009 — scenarios which we assess as “possible” and “remote”, respectively

 

In these “possible” and “remote” scenarios, the CDI rate on March 31, 2009 would be 11.25%, and 13.50%, respectively.

 

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The last derivative instrument shown in the table above indicates that the Company is exposed to the variation in the exchange rate of the US dollar against the Real (if it is greater than 48.00% of the CDI). The Company estimates that the exchange rate of the US dollar against the Real at the end of 2009 will be R$ 2.35. The Company has made a sensitivity analysis of the effects on its results arising from uniform increases of 25% and 50% in the Real/dollar exchange rate in 2009 — these are scenarios of which we rate the chances as “possible” and “remote”, respectively: In these “possible” and “remote” scenarios, the Real/dollar exchange rate on December 31, 2009 would be R$ 2.94 and R$ 3.53, respectively.

 

 

 

Base
Scenario

 

“Probable”
Scenario

 

“Possible”
Scenario

 

“Remote”
Scenario

 

 

 

 

 

 

 

 

 

 

 

Risk - Increase in domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts in US$ and Yen

 

(105.529

)

(103.250

)

(105.624

)

(107.945

)

Net effect of variation of the Selic rate

 

 

 

2.279

 

(95

)

(2.416

)

 

 

 

 

 

 

 

 

 

 

Risk – increase in US$

 

 

 

 

 

 

 

 

 

Contracts updated at 106.00% of CDI

 

75.000

 

76.127

 

95.240

 

114.353

 

Net effect of the variation in the US$ 

 

 

 

(1.127

)

(20.240

)

(39.353

)

 

25)          SUBSEQUENT EVENTS

 

Acquisition of 65.86% of Terna Participações S.A.

 

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

 

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

 

Temporary Voluntary dismissal program (PDV)

 

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

 

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

 

Additionally, Cemig guarantees full payment of the costs of the group life insurance plan, for 6 months, and of the health plan, for 12 months, from the date of leaving the company.

 

The provision for the expenses under this program will be made in the second quarter of 2009, depending on how many employees subscribe to the program.

 

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ECONOMIC — FINANCIAL PERFORMANCE

 

Amounts are in thousands of Reais unless otherwise stated.

 

Profit in the period

 

Cemig Geração e Transmissão (“Cemig GT”) reported net profit of R$ 232.413 million in the first quarter of 2009 (1Q09), 12.97% more than the net profit of R$ 205.728 million reported for the first quarter of 2008 (1Q08). This result is mainly due to lower net financial expenses in 1Q09 than in 1Q08.

 

Ebitda (method of calculation not reviewed by external auditors)

 

The Ebitda of Cemig GT was significantly higher in 1Q09 than in 1Q08:

 

EBITDA - R$ ‘000

 

1Q09

 

1Q08

 

Change %

 

Net profit

 

232,413

 

205,728

 

12.97

 

+ Current and deferred income tax and Social Contribution tax

 

136,642

 

106,953

 

27.76

 

+ Employees’ and managers’ shares in results

 

5,723

 

4,919

 

16.34

 

+ Financial revenues (expenses)

 

50,190

 

79,686

 

(37.02

)

+ Amortization and depreciation

 

56,026

 

56,345

 

(0.57

)

= EBITDA

 

480,994

 

453,631

 

6.03

 

 

 

The higher Ebitda in 1Q09 than in 1Q08 is due mainly to net revenue 7.25% higher, partially offset by operational costs and expenses (excluding the effects of depreciation and amortization expenses) 9.66% higher. The better performance in 2009 is reflected in Ebitda margin, of 66.44% in 2008, vs. 65.68% in 2009.

 

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Table of Contents

 

Revenue from supply of electricity

 

Gross revenue from supply of electricity in 1Q09 was R$ 769,147, compared to R$ 721,201 million in 1Q08, representing an increase of 6.65%.

 

In counterpart, the volume of electricity sold was 4.33% lower, as a result of the effect of the recession on demand for electricity in 2009. The reduction in sale of electricity was most significant in sales to industrial consumers, totaling 4,137,469 MWh in 1Q09, compared to 4,492,919 MWh in 1Q08 — a reduction of 7.91%. Part of this reduction was compensated by the increase of 1.08% in the sale of electricity for wholesale supply to other concession holders, and “bilateral contracts”.

 

In spite of the reduction in the volume of sale of electricity, revenue was higher due to the characteristic of the contracts with free consumers, where a minimum level of payments is established, even if there is a lower volume of electricity supplied. The increase in revenue arises from the adjustment of these contracts in relation to the previous year, most of them being indexed by the IGP-M inflation index.

 

Revenue from use of the grid

 

This revenue is primarily for use of the facilities that make up the basic transmission network of Cemig by generating companies and distributing companies that are participants in the Brazilian grid, according to amounts set by Aneel resolution, and was 0.40% higher in 1Q09 than in 1Q08.

 

Deductions from operational revenues

 

Deductions from operational revenues in 1Q09 totaled R$ 193.55 million, 0.89% lower than in 1Q08 (R$ 195.29 million). The principal changes in these expenses are as follows:

 

Fuel Consumption Account – CCC

 

The deduction from revenue for the CCC was R$ 5.35 million in 1Q09, compared to R$ 7,13 million in 1Q08, a reduction of 24.95%. This relates to the operational costs of thermal plants in the Brazilian interconnected and isolated systems, split pro-rata among electricity concession holders by Aneel Resolution. This amount is charged to Free Consumers, on their invoice for use of the basic grid, and passed on to Eletrobrás, hence Cemig GT acts only as an agent to pass on this cost.

 

Energy Development Account – CDE

 

The deduction from revenue for the CDE was R$ 5,796 in 1Q09, 29.12% lower than in 1Q08 (R$ 8,177). The payments are specified by an Aneel Resolution. This amount is charged to Free Consumers, on their invoice for use of the basic grid, and passed on to Eletrobrás, hence Cemig GT acts only as an agent to pass on this cost.

 

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Table of Contents

 

Global Reversion Reserve – RGR

 

The deduction from revenue for the RGR was R$ 19.77 million in 1Q09, 8.05% lower than in 1Q08 (R$ 21.50 million). This is a non-manageable cost, and the reduction is due to adjustments made in 2008 in relation to previous years in the amount of R$ 2.43 million.

 

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

 

Operational costs and expenses (excluding financial revenue/expenses)

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 307.31 million in 1Q09, 7.64% higher than the R$ 285.49 million reported for 1Q08. For further information on the composition of operational costs and expenses, see Explanatory Note 21 to the Quarterly Information.

 

The principal changes in expenses are:

 

Personnel expenses

 

Personnel expenses in 1Q09 were R$ 68.80 million, vs. R$ 64.22 million in 1Q08, an increase of 7.13%. This result is mainly due to the salary increase of 7.26% given to the employees in November 2008.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 7.33 million in 1Q09, compared to R$ 12.00 million in 1Q08, 38.91% lower. These expenses basically represent interest on the actuarial liabilities of Cemig GT, net of the expected return on the plans’ assets, as estimated by an external actuary. The lower expense in 2009 is due to adjustment in the actuarial assumptions, in December 2008, with a reduction in assumed interest rates.

 

Charges for Use of the Basic Transmission Grid

 

Expenses on charges for the use of the transmission grid were R$ 72.30 million in 1Q09, vs. R$ 64.44 million in 1Q08, i. e. 12.19% higher. These charges are payable by distribution and generation agents for use of the facilities and components of the basic grid, and are set by Aneel resolution. The increase in these expenses primarily due to the average adjustment of 11.5% in the TUST charge in June 2008.

 

Raw materials and inputs for production

 

This expense was R$ 21.79 million in the first quarter of 2008 due to purchase of fuel for the Igarapé plant, which came into operation due to low reservoir levels resulting from low rainfall.

 

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Table of Contents

 

Outsourced services

 

Expenses on outsourced services in 1Q09 were R$ 24,537, 44.80% higher than in 1Q08 (R$ 16,945). Details of the expenses on outsourced services are given in Explanatory Note 21 to the Quarterly Information.

 

Other operational expenses

 

Operational provisions in 1Q09 totaled R$ 13.67 million, a reduction of 17.74% in relation to their total of R$ 16.62 million in 1Q08.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 50.19 million in 1Q08, 37.02% less than the net financial expenses reported for 1Q08, of R$ 79.69 million. The main factors in this financial result are:

 

·                  Revenues from effects variation in the first half of 2009, totaling R$ 10.58 million, compared to a net loss of R$ 6.70 million in 1Q08, basically resulting from the higher variation, in 2009, in the currencies that index the contracts for loans and financings in foreign currency, especially the US dollar and the Yen.

·                  Reversal of a provision for losses on “free energy” purchases, of R$ 8.72 million, in 2009, which compares to provision, in 1Q08, for an expense of R$ 10.16 million.

·                  Revenue from cash investments R$ 6.79 million higher due to the higher volume of cash invested in 2009.

 

For a breakdown of financial revenues and expenses, see Explanatory Note 22 to the Quarterly Information.

 

Income tax and Social Contribution; effective tax rate

 

In 1Q09, Cemig Geração e Transmissão posted expenses for income tax and Social Contribution of R$ 136.642 million, representing 36.46% of the pre-tax profit of R$ 374.778 million. In 1Q08, the company posted expenses on income tax and Social Contribution of R$ 106.953 million, representing 33.68% of the pre-tax profit of R$ 317.600. These effective rates are reconciled with the nominal rates in Explanatory Note 7 to the quarterly information.

 

**********************

 

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Table of Contents

 

AUDITORS’ REPORT ON SPECIAL REVIEW

 

 

To

To the stockholders and the Board of Directors of
Cemig Geração e Transmissão S.A.
Belo Horizonte, Minas Gerais

 

 

CRC-2 SP 011.609/O-8 S/MG
CRC NO.: SP014428/O-6-F-MG

 

 

Marco Túlio Fernandes Ferreira
Accountant CRCMG058176

 

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5.                                                                                       Minutes of the Ordinary and Extraordinary General Meetings of Stockholders, Companhia Energética de Minas Gerais – CEMIG, April 29, 2009

 

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Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

MINUTES
OF THE
ORDINARY AND EXTRAORDINARY
GENERAL MEETINGS OF STOCKHOLDERS
HELD CONCURRENTLY ON APRIL 29, 2009

 

At 11 a.m. on April 29, 2009, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais — Cemig met in Ordinary and Extraordinary General Meetings at its head office, on first convocation, at Av. Barbacena 1200, 18th Floor, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all those present signed and made the required statements.

 

The stockholder The State of Minas Gerais was represented by Mr. Marco Antonio Rebelo Romanelli, Deputy General Attorney of the State of Minas Gerais, in accordance with the legislation. Also present were the Audit Board member Aliomar Silva Lima; KPMG Auditores Independentes, represented by Mr. Marco Túlio Fernandes Ferreira, CRC-MG 058176/O-0, and by Mr. Gustavo Fernandes Guimarães, CRC-MG 068539/O-1; and the Cemig Chief Officer Luiz Fernando Rolla.

 

Initially, Ms. Anamaria Pugedo Frade Barros, Superintendent of Cemig’s Corporate Executive Secretariat, informed those present that there was a quorum for holding of the Ordinary and Extraordinary General Meetings of Stockholders; and that the stockholders present should choose the Chairman of these Meetings, in accordance with Clause 10 of the Company’s Bylaws.

 

Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the stockholder Luiz Fernando Rolla to chair the Meeting. The proposal of the representative of the Stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

The Chairman then declared the Meeting open and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the Meeting, requesting me to proceed to reading of the convocation notice, published in the newspapers Minas Gerais, official publication of the Powers of the State, on March 20, 21 and 24, O Tempo, on March 20, 21 and 22, and in Gazeta Mercantil on March 20, 23 and 24 of this year, the content of which is as follows:

 

“COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 — NIRE 31300040127

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
CONVOCATION

 

Stockholders are hereby called to an Ordinary and an Extraordinary General Meeting of Stockholders, to be held concurrently, on April 29, 2009 at 11 a.m. at the company’s head office, Av. Barbacena 1200, 18th floor, in the city of Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

1                  Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2008, and also the respective complementary documents.

2                  Allocation of the net profit for the year 2008, in the amount of R$ 1,887,035,000 Reais, and the balance in the Retained Earnings account, in the amount of R$ 17,877,000 Reais, in accordance with Article 192 of Law 6404, of December 15, 1976 as amended.

3                  Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 943,518,000 Reais.

4                  Authorization, verification and approval of the increase in the Registered Capital from R$ 2,481,507,565.00 to R$ 3,101,884,460.00 with issuance of new shares, upon capitalization of R$ 620,376,895.00, of which R$ 606,454,665.00 shall come from part of the Retained Earnings Reserve and R$ 13,922,230.00 from incorporation of portions paid as principal, updated until December 1995, under the Contract for Assignment of the Outstanding Balance on the Results

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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Table of Contents

 

Compensation (ERC) Account, a stock dividend being distributed, consequently, to stockholders, of 25.000000151%, in new shares, of the same type as those held and with a nominal value of R$ 5.00.

5                  Authorization for the Executive Board to take the following measures in relation to the stock dividend:

·                  to issue a stock dividend of 25.000000151%, in new shares, of the same type as those held and with nominal value of R$ 5.00, to holders of the shares making up the capital of R$ 2,481,507,565.00, whose names are in the company’s Nominal Share Registry on the date of these General Meetings of Stockholders;

·                  to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to divide the net proceeds of the sale, proportionately, to the stockholders;

·                  to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

·                  to pay to the stockholders, proportionately, the result of the sum of the fractions remaining together with the first installment of the dividends for the year 2008.

6                 Consequent redrafting of the Head paragraph of Article 4 of the Bylaws, as a result of the above mentioned increase in the Registered Capital.

7                 Election of the sitting and substitute members of the Audit Board and setting of their remuneration.

8                 Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

9                 Setting of the remuneration of the Company’s Managers.

10           Authorization for the representative of the Company in the Ordinary and Extraordinary General Meetings of stockholders of Cemig Distribuição S.A., also to be held, concurrently, on April 29, 2009, to vote in favor of the following matters:

a                  Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents.

b                 Allocation of the net profit for the year 2008, in the amount of R$ 709,358,000, in accordance with Article 192 of Law 6404, of December 15, 1976, as amended.

c                  Decision on the form and date of payment of the Interest on Equity and the complementary dividends, in the amount of R$ 666,296,000 Reais.

d                 Election of the sitting and substitute members of the Audit Board.

e                  Change in the composition of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.

f                    Alteration of Articles 20, 22 and 23 of the Bylaws, to enable the raising of six-monthly or interim balance sheets or balance sheets for shorter periods, and payment of interim dividends or multiple interim dividends, and provision for payment of Interest on Equity in substitution of the dividend.

11           Authorization for the representative of the Company in the Ordinary and Extraordinary General Meetings of stockholders of Cemig Geração e Transmissão S.A., also to be held, concurrently, on April 29, 2009, to vote in favor of the following matters:

a                  Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents.

b                 Allocation of the net profit for the year 2008, in the amount of R$ 985,7531,000 Reais, and the balance in the Retained Earnings account, in the amount of R$ 24,830,000 Reais, in accordance with Article 192 of Law 6404, of December 15, 1975, as amended.

c                  Decision on the form and date of payment of the Interest on Equity and the complementary dividends, in the amount of R$ 492,877,000 Reais.

d                 Election of the sitting and substitute members of the Audit Board.

e                  Change in the composition of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.

f                    Alteration of Articles 20, 22 and 23 of the Bylaws, to enable the raising of six-monthly or interim balance sheets or for shorter periods, and payment of interim dividends or multiple interim dividends and provision for payment of Interest on Equity in substitution of the dividend.

 

Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the company’s Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.

 

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Any stockholder who wishes to be represented by proxy in the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and of the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by April 24, 2009, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with special powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.

 

Belo Horizonte, March 18, 2009,

Sérgio Alair Barroso

Chairman of the Board of Directors.”

 

Before the items on the agenda of this meeting were put to debate and to the vote, the representative of the stockholder Southern Electric Brasil Participações Ltda. stated that the changes in the Bylaws made by the Extraordinary General Meeting of Stockholders of October 25, 1999, and also the subsequent alterations, were approved only by virtue of the suspension of the Stockholders’ Agreement, by decision of the Courts, and were thus provisional and precarious.

 

He stated that hence the acts and operations practiced or submitted to approval by the management bodies of Cemig, supported by the said changes in the Bylaws made under the protection of the Court decision in force today, may, at any moment, be reviewed and withdrawn from the world of legal existence.

 

On this question, the representative of the stockholder The State of Minas Gerais reminded the meeting that the decision which annulled the Stockholders’ Agreement signed between the State of Minas Gerais and Southern Electric Brasil Participações Ltda. no longer has an interim or provisional character. It is, he said, a decision on the merit and it is thus a case not of suspension but of annulment. He added that there is already in existence a decision on the merit that annuls the Stockholders’ Agreement, confirmed by the Appeal Court of the State of Minas Gerais.

 

He further stated that the decisions of these Meetings can take into account only what exists at the present moment, and that it would be irresponsible not to vote on matters, in expectation of Court decisions, since, in reality, the said Stockholders’ Agreement, by force of Court judgment, cannot produce any effects, and the decisions taken are being taken within strict compliance with the Court decision.

 

Finally, he noted that the Extraordinary and Special Appeals brought by Southern were not admitted by the Vice-chairman of the Minas Gerais Appeal Court, and that the Higher Appeal Court refused the interlocutory and special appeals brought by Southern, thus underlining and reinforcing the legal situation already stated by the Minas Gerais Appeal Court, that is to say, the inefficacy of the Stockholders’ Agreement subject of the action.

 

Once again taking the floor, the representative of Southern Electric Brasil Participações Ltda. stated that the Interlocutory Appeal brought against the dispatch denying the Extraordinary Appeal is awaiting judgment in proceedings in the Federal Supreme Court.

 

In accordance with Item 1 of the agenda the Chairman then placed in debate the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents, explaining that they have been widely disclosed in the press, since they were placed at the disposal of stockholders by a notice published in the newspapers Minas Gerais, the official publication of the Powers of the State, on March 20, 21 and 24; in O Tempo on March 20, 21 and 22, and in Gazeta Mercantil, on March 20, 23 and 24 this year, and published in the same newspapers on April 16 of this year.

 

Finally the Chairman put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents, and they were approved, with the persons legally impeded abstaining.

 

Continuing the proceedings, the Chairman requested the Secretary to read the Proposal by the Board of Directors, which deals with items 2 to 6, 10 and 11 of the convocation, and also the Opinion of the Audit Board thereon, the contents of which documents are as follows:

 

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“PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, CONCURRENTLY, ON APRIL 29, 2009.

 

Dear Stockholders:

 

The Board of Directors of Companhia Energética de Minas Gerais — Cemig, — in view of:

 

·                  Article 192 of Law 6404, of December 15, 1976 as amended, taken with Clauses 27 to 31 of the Bylaws, and the financial statements for 2008, which report net profit of R$ 1,887,035,000 and balance of Retained Earnings of R$ 17,877,000 relating to adjustments for prior years due to the adoption of accounting under Law 11638/2007;

·                  Article 199 of Law 11638/2007, which requires that Retained Earnings may not exceed the Registered Capital and that when it does reach that limit, a General Meeting of Stockholders must decide on the application of the excess as an increase in capital or in distribution of dividends;

·                  the fact that, on December 31, 2008, the amount of Cemig’ s Profit Reserve totaled R$ 2,872,712,000, after deduction of the amounts allocated to pay the obligatory dividends and extraordinary dividends for 2008, resulting in an excess balance of R$ 391,204,000 in relation to the Registered Capital of R$ 2,481,508,000; and

·                  that, to comply with the said Law, an increase in the Company’s Registered Capital should be made, using the balance on the Retained Earnings Reserve account;

·                  that Clause 5 — Incorporation to the Registered Capital — of the Contract for Assignment of the Outstanding Balance Receivable on the Results Compensation (CRC) Account, signed on May 31, 1995, between the State of Minas Gerais and Companhia Energética de Minas Gerais — Cemig, determines that the amounts paid by the State of Minas Gerais as principal shall be incorporated into the Company’s Registered Capital as “Donations and Subventions for Investments”; and that

·                  the payments made in 2008 by the State of Minas Gerais in relation to installments numbers 9 and 10 of amortization of the Principal, adjusted in accordance with the Fifth Amendment to the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, total R$ 13,922,000;

 

— now proposes to you:

 

I)                that the net profit for 2008 and the balance of Retained Earnings, in the amounts mentioned above, should be allocated as follows:

1)             R$ 94,352,000, being 5% of the net profit, should be allocated to the Legal Reserve, in accordance with sub-clause “a” of the Sole sub-paragraph of Clause 28 of the Bylaws.

2)             R$ 110,256,000 should be allocated to the Retained Earnings Reserve, for use in investments and payment of expenses, taxes and service of debt, according to the Cash Budget approved at the meeting of the Board of Directors held on December 16, 2008.

3)             R$ 943,518,000 should be allocated for payment as obligatory dividends to the Company’s stockholders, in accordance with sub-clause “b” of the Sole sub-paragraph of Clause 28 of the Bylaws and the applicable legislation.

4)             R$ 82,785,000 should be allocated to injection of capital into Companhia de Gás de Minas Gerais — Gasmig, as per Board Spending Decision (CRCA) 033/2008, of May 14, 2008.

5)             R$ 6,000,000 should be allocated to injection of capital into Axxiom Soluções Tecnológicas S. A., as per CRCA 058/2007, of July 27, 2007.

6)             R$ 20,626,000 should be allocated to injection of capital into Companhia de Transmissão Centroeste de Minas.

7)             R$ 647,375,000 should be held in Stockholders’ equity in the account Reserve under the Bylaws provided for by sub-clause “c” of the sole sub-paragraph of Clause 28 and by Clause 30 of the Bylaws.

 

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— the payments of dividends to be made in two installments, by June 30 and December 30, 2009, and these dates may be brought forward, in accordance with the availability of cash and by decision of the Executive Board.

 

Appendix 1 gives a summary of Cemig’s Cash Budget for 2009, approved by the Board of Directors, characterizing the inflow of funds and disbursements for compliance with the allocations of the profit for the year.

 

Appendix 2 summarizes the calculation of the dividends proposed by the Management, in accordance with the Bylaws.

 

II) — authorization, verification and approval of the increase of the Registered Capital from R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand five hundred and sixty five Reais) to R$ 3,101,884,460,00 (three billion, one hundred and one million, eight hundred and eighty four thousand, four hundred and sixty Reais), with issuance of 620,376,892 (six hundred and twenty million, three hundred and seventy six thousand eight hundred and ninety two) new shares, of which 271,154,243 (two hundred and seventy one million, one hundred and fifty four thousand two hundred and forty three) are to be nominal common shares each with par value of R$ 5.00 (five Reais) and 349,222,649 (three hundred and forty nine million, two hundred and twenty two thousand six hundred and forty nine) are to be nominal preferred shares each with par value of R$ 5.00 (five Reais), upon capitalization of R$ 620,376,895.00 (six hundred and twenty million, three hundred and seventy six thousand eight hundred and ninety five Reais), of which the amount of R$ 606,454,665,00 (six hundred and six million, four hundred and fifty four thousand six hundred and sixty five Reais) is to come from part of the Retained Earnings Reserve, and the amount of R$ 13,922,230,00 (thirteen million, nine hundred and twenty two thousand two hundred and thirty Reais) is to come from incorporation of the portions paid as principal, adjusted up to December 31, 2005, under Clause 5 of the Contract for Assignment of the Outstanding Balance Receivable on the Results Compensation (CRC) Account, a stock dividend being distributed to the stockholders, as a consequence, of 25.000000151%, in new shares of the same type as those held and with nominal value of R$ 5.00.

 

The difference between the amount capitalized and the amount corresponding to the payments made by the State of Minas Gerais in relation to installments Numbers 9 and 10 of amortization of the principal of the said Contract for Assignment of Credit, that is to say, R$ 2.80 (two Reais and eighty centavos) will be held in the Balance for Future Incorporation, since the minimum value for incorporation is the nominal value of one share.

 

III) — consequent redrafting of the Head paragraph of Clause 4 of the Bylaws, to the following:

“Clause 4 — The Company’s Registered Capital is R$ 3,101,884,460.00 (three billion, one hundred and one million, eight hundred and eighty four thousand four hundred and sixty Reais), represented by:

a)              271,154,243 (two hundred and seventy one million, one hundred and fifty four thousand two hundred and forty three) nominal common shares each with par value of R$ 5.00;

b)             349,222,649 (three hundred and forty nine million, two hundred and twenty two thousand six hundred and forty nine) nominal preferred shares each with par value of R$ 5.00.”

 

IV) — authorization for the Executive Board to take the following measures in relation to the stock dividend:

1)              to issue a stock dividend of 25.000000151%, in new shares, of the same type as those held and with nominal value of R$ 5.00, to holders of the shares making up the capital of R$ 2,481,507,565.00 (two billion four hundred and eighty one million five hundred and seven thousand five hundred and sixty five Reais), whose names are in the company’s Nominal Share Registry on the date of the General Meetings of Stockholders that decide on this present proposal;

2)              to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to divide the net proceeds of the sale, proportionately, to the stockholders;

 

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3)              to establish that all the shares resulting from the said stock dividend shall have the same  rights as those shares from which they originate;

4)              to pay to the stockholders, proportionately, the result of the sum of the fractions remaining together with the first installment of the dividends for the year 2008.

 

V) — that the representative of Cemig in the Ordinary and Extraordinary General Meetings of stockholders of Cemig Distribuição S. A. and Cemig Geração e Transmissão S. A., also to be held, concurrently, on April 29, 2009, should vote in favor of the matters on the agenda, that is to say the following:

 

1)              Cemig D:

a            Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents.

b           Allocation of the net profit for the year 2008, in the amount of R$ 709,358,000, in
accordance with Article 192 of Law 6404, of December 15, 1976, as amended.

c            Decision on the form and date of payment of Interest on Equity and complementary dividends, in the amount of R$ 666,296,000 Reais.

d           Election of the sitting and substitute members of the Audit Board.

e            Change in the composition of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.

f              Alteration of Clauses 20, 22 and 23 of the Bylaws, to enable the raising of financial statements for periods of six months or shorter periods, and payment of interim dividends or current-year interim dividends, and provision for payment of Interest on Equity in substitution of dividends.

 

2)              Cemig GT:

a            Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2008, and the respective complementary documents.

b           Allocation of the net profit for the year 2008, in the amount of R$ 985,7531,000, and the balance in the Retained Earnings account, in the amount of R$ 24,830,000, in accordance with Article 192 of Law 6404, of December 15, 1975, as amended.

c            Decision on the form and date of payment of Interest on Equity and complementary dividends, in the amount of R$ 492,877,000.

d           Election of the sitting and substitute members of the Audit Board.

e            Change in the composition of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.

f              Alteration of Clauses 20, 22 and 23 of the Bylaws, to enable the raising of financial statements for periods of six months or shorter periods, and payment of interim dividends or current-year interim dividends, and provision for payment of Interest on Equity in substitution of dividends.

 

As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, for which reason it is the hope of the Board of Directors that you, the stockholders, will approve it.

 

Belo Horizonte, March 18, 2009.

 

Sergio Alair Barroso — Chairman
Djalma Bastos de Morais — Vice-Chairman
Alexandre Heringer Lisboa — Member
André Araújo Filho — Member
Antônio Adriano Silva — Member
Eduardo Lery Vieira — Member

Evandro Veiga Negrão de Lima — Member
Francelino Pereira dos Santos — Member
João Camilo Penna — Member
José Castelo Branco da Cruz — Member
Maria Estela Kubitschek Lopes — Member
Roberto Pinto Ferreira Mameri Abdenur — Member
Wilton de Medeiros Daher — Member.

 

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APPENDIX I

 

TO THE PROPOSAL FOR ALLOCATION OF THE PROFIT FOR THE BUSINESS YEAR 2008

MADE BY THE BOARD OF DIRECTORS TO THE
ORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD BY APRIL 30, 2009

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG: CASH BUDGET FOR 2007

 

Amounts in current R$ ‘000

 

Description

 

Total 2009 (*)

 

AV %

 

A — INITIAL BALANCE

 

233,319

 

 

B — FUNDS

 

1,448,246

 

100.0

 

Gross revenue

 

 

 

Capital resources

 

1,448,246

 

100.0

 

C — DISBURSEMENTS

 

1,149,530

 

100.0

 

Capital expenditure program

 

95,756

 

8.3

 

Expenses budget

 

43,736

 

3.8

 

Taxes

 

48,920

 

4.3

 

Debt servicing

 

17,600

 

1.5

 

Dividends

 

943,518

 

82.1

 

Extraordinary dividends

 

 

 

D — FINAL BALANCE (A+B-C)

 

532,035

 

 

 


(*)           Approval as per Board meeting of December 16, 2008, with the following adjustments:

·        Adjustment in the item Capital Resources using the dividends specified in the proposals for allocation of the profit of Cemig D and Cemig GT.

·        The Initial cash balance to be replaced by the actual cash balance at December 31, 2008.

·        Adjustments to the dividends to be paid, using the dividends specified in the proposal for allocation of profit.

 

APPENDIX II

 

TO THE PROPOSAL FOR ALLOCATION OF THE PROFIT FOR THE BUSINESS YEAR 2008

MADE BY THE BOARD OF DIRECTORS TO THE
ORDINARY GENERAL MEETING OF STOCKHOLDERSTO BE HELD BY APRIL 30, 2009

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG:
CALCULATION OF PROPOSED DIVIDENDS

 

Calculation of the minimum dividends for the preferred shares under the Bylaws

 

 

 

December 31, 2008

 

 

 

R$ ‘000

 

Nominal value of the preferred shares

 

1,396,891

 

Percentage applicable to the above

 

10.00

%

Value of dividends by the first payment criterion

 

139,689

 

 

 

 

 

Stockholders’ equity

 

9,351,634

 

Percentage of Stockholders’ equity represented by the preferred shares (net of shares held in Treasury)

 

56,27

%

Portion of Stockholders’ equity represented by the preferred shares

 

5,262,164

 

Percentage applicable to the above

 

3.00

%

Value of dividends under the second payment criterion

 

157,865

 

 

 

 

 

Minimum dividend for the preferred shares under the Bylaws

 

157,865

 

 

Obligatory dividend

 

 

 

Net profit for the year

 

1,887,037

 

Obligatory dividend — 50.00% of net profit

 

943,518

 

Net dividends proposed:

 

943,518

 

Total dividend for the preferred shares

 

531,301

 

Total dividend for the common shares

 

412,217

 

Dividend per share - R$

 

 

 

Minimum dividend for the preferred shares under the Bylaws

 

0.57

 

Obligatory dividend

 

1.90

 

Dividend proposed

 

1.90

 

 

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“OPINION OF THE AUDIT BOARD

 

The members of the Audit Board of Companhia Energética de Minas Gerais — Cemig, undersigned, in performance of their functions under the law and under the Bylaws, have examined the proposals made by the Board of Directors to the Ordinary and Extraordinary General Meetings of Stockholders to be held concurrently on April 29, 2009, as follows:

 

I)                Allocation of the net profit for the year 2008, in the amount of R$ 1,887,035,000, and the balance in the Retained Earnings account, in the amount of R$ 17,877,000, as follows:

 

1)              R$ 94,352,000, being 5% of the net profit, to be allocated to the Legal Reserve, in accordance with sub-clause “a” of the Sole sub-paragraph of Clause 28 of the Bylaws;

 

2)              R$ 110,256,000 to be allocated to Retained Earnings, for use in payment of expenses, taxes and service of debt, according to the Cash Budget approved at the meeting of the Board of Directors held on December 16, 2008;

 

3)              R$ 943,518,000 to be allocated as obligatory dividends to the Company’s stockholders, in accordance with sub-clause “b” of the Sole sub-paragraph of Clause 28 of the Bylaws and the applicable legislation;

 

4)              R$ 82,785,000 to be allocated for injection of capital into Companhia de Gás de Minas Gerais - Gasmig, as per Board Spending Decision (CRCA) 033/2008, of May 14, 2008;

 

5)              R$ 6,000,000 to be allocated for injection of capital into Axxiom Soluções Tecnológicas S.A, in accordance with CRCA 058/2007, of June 27, 2007;

 

6)              R$ 20,626,000 to be allocated to injection of capital into Companhia de Transmissão Centroeste de Minas;

 

— R$ 647,375,000 to be held in Stockholders’ equity in the Reserve under the Bylaws account provided for by Sub-clause “c” of the sole sub-paragraph of Clause 28 and by Clause 30 of the Bylaws.

 

— the payments of dividends to be made in two installments, by June 30 and December 30, 2009, and these dates may be brought forward, in accordance with the availability of cash and by decision of the Executive Board.

 

II)            Authorization, verification and approval of the increase of the Registered Capital from R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand five hundred and sixty five Reais) to R$ 3,101,884,460.00 (three billion, one hundred and one million, eight hundred and eighty four thousand, four hundred and sixty Reais), with issuance of 124,075,379 (one hundred and twenty four million, seventy five thousand three hundred and seventy nine) new shares, of which 54,230,849 (fifty four million two hundred and thirty thousand eight hundred and forty nine) are to be nominal common shares each with par value of R$ 5.00 (five Reais) and 69,844,530 (sixty nine million eight hundred and forty four thousand five hundred and thirty) are to be nominal preferred shares each with par value of R$ 5.00 (five Reais), upon capitalization of R$ 620,376,895.00 (six hundred and twenty million three hundred and seventy six thousand eight hundred and ninety five Reais) of which the amount of R$ 606,454,665.00 (six hundred and six million, four hundred and fifty four thousand six hundred and sixty five Reais) is to come from part of the Retained Earnings Reserve, and the amount of R$ 13,922,230,00 (thirteen million, nine hundred and twenty two thousand two hundred and thirty Reais) is to come from incorporation of the portions paid as principal, adjusted up to December 31, 2005, under Clause 5 of the Contract for Assignment of the Outstanding Balance Receivable on the Results Compensation (CRC) Account, a stock dividend being distributed to the stockholders, as a consequence, of 25.000000151%, in new shares of the same type as those held and with nominal value of R$ 5.00;

 

— the difference between the amount capitalized and the amount corresponding to the payments made by the State of Minas Gerais in relation to installments Numbers 9 and 10 of amortization of the principal of the said Contract for Assignment of Credit, that is to say, R$ 2.80 (two Reais and eighty centavos) to be held in the balance for future incorporations, since the minimum value of incorporation is the nominal value of one share.

 

2                  Consequent redrafting of the Head paragraph of Clause 4 of the Bylaws, to the following:

 

“Clause 4                     The company’s capital is R$ 3,101,884,460.00 (three billion, one hundred and one million, eight hundred and eighty four thousand, four hundred and sixty Reais), represented by:

 

a)              271,154.243 (two hundred and seventy one million, one hundred and fifty four thousand, two hundred and forty three) nominal common shares each with par value of R$ 5.00;

 

b)             349,222,649 (three hundred and forty nine million two hundred and twenty two thousand six hundred and forty nine) nominal preferred shares each with par value of R$ 5.00;”

 

III            Authorization for the Executive Board to take the following measures in relation to the stock dividend:

 

to issue a stock dividend of 25.000000151%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 2,481,507,565.00 (two billion four hundred and eighty one million five hundred and seven thousand five hundred and sixty five Reais), whose names are on the company’s Nominal Share Registry on the date of the General Meetings of Stockholders that decide on this present proposal; to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

 

to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

 

to pay to the stockholders, proportionately, the result of the sum of the remaining fractions together with the first installment of the dividends for the year 2008.

 

After carefully analyzing the proposals referred to, and considering, further, that the legal rules applicable to the matters have been complied with, the opinion of the members of the Audit Board is in favor of their approval by those Meetings.

 

Belo Horizonte, March 18, 2009,

 

(Signed by:)                               Aristóteles Luiz Menezes Vasconcellos Drummond, Luiz Guaritá Neto, Benedito José Ferreira, Luiz Otávio Nunes West, Aliomar Silva Lima.”

 

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The Chairman then put to debate the proposal of the Board of Directors relating to items 2, 6, 10 and 11 of the agenda, and then submitted the said proposal to the vote, it being approved by majority.

 

Continuing with the agenda, the Chairman informed the meeting that the period of office of the members of the Board of Directors ended on today’s date, and that a new election should thus be held for the said Board, with a period of office of 3 (three) years, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 20012.

 

He stated that adoption of the Multiple Vote had been requested by the stockholder Southern Electric Brasil Participações Ltda., in accordance with a letter in the Company’s possession, and that 13,445,618 (thirteen million four hundred and forty four thousand six hundred and eighteen) votes would be necessary for the election of each member of the Board of Directors.

 

Finally, he explained that it will be necessary firstly and in view of Clause 12 of the Bylaws, to seek the election of the sitting member and his respective replacement put forward by representatives of the holders of the preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.

 

Asking for the floor, as owners of preferred shares, the representatives of the stockholders Previ (Banco do Brasil Pension Fund) and Fundação Forluminas de Seguridade Social (Forluz) proposed the following stockholders to be members of the Board of Directors:

 

Sitting Member:

 

 

 

 

 

Guy Maria Villela Paschoal

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000798806-06;

 

 

 

— and as his substitute member:

 

 

 

Cezar Manoel de Medeiros

 

- Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Alameda Ipê Branco 279, Pampulha, CEP 31275-080, bearer of Identity Card M-3627440, issued by the Public Safety Department of the State of Minas Gerais, and CPF 006688346-68.

 

The Chairman then submitted the above-mentioned nominations to debate, and, subsequently to votes — separately, with only holders of preferred shares participating, and they were approved by majority vote.

 

The Chairman explained that, to complete the Board of Directors, the representative of the stockholder Southern Electric Brasil Participações Ltda. should put forward 5 members and their respective substitute members, and the representative of the Stockholder The State of Minas Gerais should put forward 8 members and their respective substitute members.

 

Asking for the floor, the representative of Stockholder Southern Electric Brasil Participações Ltda. put forward the following stockholders as members of the Board of Directors:

 

Sitting members:

 

 

 

 

 

Britaldo Pedrosa Soares

 

- Brazilian, married, engineer, resident and domiciled at São Paulo, São Paulo State, at Rua João Cachoeira 292/143, Vila Nova Conceição, CEP 04535-000, bearer of Identity Card MG-228266, issued by the Public Safety Department of the State of Minas Gerais, and CPF 360634796-00;

 

 

 

Evandro Veiga Negrão de Lima

 

- Brazilian, married, entrepreneur, resident and domiciled in Belo Horizonte, Minas Gerais, at Av. Otacílio Negrão de Lima 5219, Pampulha, CEP 31365-450, bearer of Identity Card M-1342795, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000761126-91;

 

 

 

Roberto Pinto Ferreira

Mameri Abdenur

 

- Brazilian, married, company consultant, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua Prudente de Morais 1179/1302, Ipanema, CEP 22420-043, bearer of Identity Card nº MRE-1863, issued by the Foreign Relations Ministry, and CPF nº075072914-72;

 

 

 

André Araújo Filho

 

- Brazilian, married, lawyer, resident and domiciled in São Paulo, São Paulo State, at Rua Macau 287, Ibirapuera, CEP 04032-020, bearer of Identity Card 22529, issued by the Brazilian Bar Association, São Paulo Section, and CPF 044637908-59; and

 

 

 

Thomas Anthony Tribone

 

- citizen of the USA, married, engineer, resident and domiciled at 3657 North Rockingham Street, Arlington, Virginia 22213, USA, bearer of US Passport Nº. 017246918, issued by the US government, and CPF 748807561-72;

 

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— and as their substitute members, respectively:

 

 

 

Jeffery Atwood Safford

 

- American citizen, divorced, accountant, resident and domiciled in São Paulo, São Paulo State, at Rua José Maria Lisboa 1096/11, Jardim Paulista, CEP 01423-001, bearer of Identity Card V365071-H, issued by the Public Safety Department of the State of São Paulo, and CPF 229902218-08;

 

 

 

Maria Amália Delfim de Melo Coutrim

 

- Brazilian, married, economist, resident and domiciled at Rio de Janeiro, Rio de Janeiro State, at Av. Rui Barbosa 582, 12th floor, Flamengo, CEP 22250-020, Bearer of Identity Card 12944, issued by Corecon of Rio de Janeiro State, and CPF 654298507-72;

 

 

 

Clarice Silva Assis

 

- Brazilian, married, economist, resident and domiciled in São Paulo, São Paulo State, at Rua Jacques Felix 226/111, Vila Nova Conceição, CEP 04509-000, bearer of Identity Card nº 09306216-4, issued by Detran of Rio de Janeiro State, and CPF nº 006682947-01;

 

 

 

Andréa Leandro Silva

 

- Brazilian, single, lawyer, resident and domiciled in São Paulo, São Paulo State, at Rua Ibiaporã 139, Água Funda, CEP 04157-090, Bearer of Identity Card 24481467-3, issued by the Public Safety Department of the state of São Paulo, and CPF 165779628-04; and

 

 

 

José Castelo Branco da Cruz

 

- Brazilian, married, lawyer, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua Paulo Areal 182, Tijuca, CEP 22793-245, bearer of Identity Card 46664, issued by the Brazilian Bar Association, Rio de Janeiro Section, and CPF 198674503-10.

 

The representative of the stockholder The State of Minas Gerais then asked for the floor and proposed the following stockholders as members of the Board of Directors:

 

Sitting members:

 

 

 

 

 

Sérgio Alair Barroso

 

- Brazilian, married, economist, resident and domiciled at Belo Horizonte, Minas Gerais at Rua Bernardo Guimarães 1581/1005, Lourdes, CEP 30140-082, bearer of Identity Card nº 8100986-0, issued by the Public Safety Dept of São Paulo State, and CPF nº 609555898-00;

 

 

 

Djalma Bastos de Morais

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais at Av. Bandeirantes 665/401, Sion, CEP 30315-000, bearer of Identity Card 019112140-9, issued by the Army Ministry, and CPF 006633526-49;

 

 

 

Alexandre Heringer Lisboa

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais at Rua Doutor Lucídio Avelar 100/602, Estoril, CEP 30455-790, bearer of Identity Card M-510577, issued by the Public Safety Department of the State of Minas Gerais;

 

 

 

Antônio Adriano Silva

 

- Brazilian, married, company manager, resident and domiciled at Brasília, Federal District at SHS, Quadra 01, Bloco A, Apt. 523, Asa Sul, CEP 70322-900, bearer of Identity Card MG-1411903, issued by the Public Safety Department of the State of Minas Gerais, and CPF 056346956-00;

 

 

 

Eduardo Lery Vieira

 

- Brazilian, legally separated, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Aripuanã 80/302, Estoril, CEP 30455-830, bearer of Identity Card M-975155, issued by the Public Safety Department of the State of Minas Gerais, and CPF 079802996-04.

 

 

 

Francelino Pereira dos Santos

 

- Brazilian, married, lawyer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Professor Antônio Aleixo 222/902, Lourdes, CEP 30180-150, bearer of Identity Card M-2063564, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000115841-49;

 

 

 

Maria Estela Kubitschek Lopes

 

- Brazilian, married, architect, resident and domiciled at Rio de Janeiro-RJ, at Rua Alberto de Campos 237/101, Ipanema, CEP 22411-030, Bearer of Identity Card 45280-D, issued by CREA-RJ, and CPF 092504987-56; and

 

 

 

João Camilo Penna

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer of Identity Card MG-246968, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000976836-04;

 

— and as their respective substitute members respectively:

 

 

 

Paulo Sérgio Machado Ribeiro

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Piauí 1848/503, Funcionários, CEP 30150-321, bearer of Identity Card 34133/D, issued by CREA/MG, and CPF 428576006-15;

 

 

 

Lauro Sérgio Vasconcelos David

 

- Brazilian, married, company manager, resident and domiciled at Belo Horizonte-MG, at Rua Cruz Alta 107/302, João Pinheiro, CEP 30530-150, bearer of Identity Card M-3373627, issued by the Public Safety Department of the State of Minas Gerais, and CPF 603695316-04;

 

 

 

Franklin Moreira Gonçalves

 

- Brazilian, married, data processing technologist, resident and domiciled at Belo Horizonte-MG, at Rua João Gualberto Filho 551/302, Sagrada Família, CEP 31030-410, bearer of Identity Card MG-5540831, issued by the Public Safety Department of the State of Minas Gerais, and CPF 754988556-72;

 

 

 

Marco Antonio Rodrigues da Cunha

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Miguel Abras 33/501, Serra, CEP 30220-160, bearer of Identity Card M-281574, issued by the Public Safety Department of the State of Minas Gerais, and CPF 292581976-15;

 

 

 

Kleber Antonio de Campos

 

- Brazilian, married, economist, resident and domiciled in Belo Horizonte, mg at Rua Califórnia 1000/1201, Sion, CEP 30315-500, bearer of Identity Card M-369246, issued by the Public Safety Department of the State of Minas Gerais, and CPF 137244286-34;

 

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Luiz Antônio Athayde

 

- Brazilian, legally separated, economist, resident and domiciled in Belo Horizonte, Minas

 

 

 

Vasconcelos

 

Gerais, at Rua Professor Morais 476/1003, Funcionários, CEP 30150-370, bearer of Identity Card M-4355, issued by the Public Safety Department of the State of Minas Gerais, and CPF 194921896-15;

 

 

 

Fernando Henrique Schüffner Neto

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Martim de Carvalho 395, Apto. 700, Santo Agostinho, CEP 30190-090, bearer of Identity Card M-1311632, issued by the Public Safety Department of the State of Minas Gerais, and CPF 320008396-49; and

 

 

 

Guilherme Horta Gonçalves Júnior

 

- Brazilian, legally separated, economist, resident and domiciled at Belo Horizonte, Minas Gerais, at Av. Olegário Maciel 1748/2202, Santo Agostinho, CEP 30180-112, bearer of Identity Card 1622046, issued by the Public Safety Department of the Federal District, and CPF 266078757-34.

 

The nominations by the stockholder Southern Electric Brasil Participações Ltda. and the representative of the stockholder The State of Minas Gerais were put to the vote and approved by majority of votes. The representative of the stockholder Southern Electric Brasil Participações Ltda. voted for the board members that he had proposed, and the representative of the stockholder State of Minas Gerais voted for those members that he had proposed.

 

The Board Members elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, that they do not occupy any post in a company which may be considered a competitor of the Company, and that they do not have nor represent any interest conflicting with that of Cemig, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing with the agenda, the Chairman stated that the period of office of the members of the Audit Board ended on today’s date, and that a new election should thus be held for the said Board, with a period of office of 1 (one) year, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 20012.

 

The Chairman said that this election would be carried out with separate voting, in the case of candidates indicated by holders of preferred shares and by minority stockholders.

 

The Chairman thus put to debate the election of the sitting and substitute members of the Audit Board.

 

Asking for the floor, as holders of preferred shares, the stockholders represented by Mrs. Thaís Athayde de Moraes put forward the following candidates for election to the Audit Board:

 

Sitting Member:

 

 

 

 

 

Ana Lucia de Paiva Lorena Freitas

 

- Brazilian, married, engineer, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Avenida Epitácio Pessoa 4446/1101, Block 1, Lagoa, CEP 22471-003, bearer of identity Card 06713819-8, issued by the Felix Pacheco Institute, and CPF nº 051490757-60;

 

 

 

— and as her substitute member:

 

 

 

Rodrigo Magela Pereira

 

- Brazilian, legally separated, economist, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Avenida Lineu de Paula Machado 1000/301, Block 1, Lagoa, CEP 22470-040, bearer of Identity Card 10052944-5, issued by the Felix Pacheco Institute, and CPF 027954677-71.

 

Asking for the floor, as holders of preferred shares, the representatives of the stockholders Previ (Banco do Brasil Pension Fund) and Fundação Forluminas de Seguridade Social (Forluz) proposed the following stockholders to be members of the Audit Board:

 

sitting Member:

 

 

 

 

 

Vicente de Paulo Barros Pegoraro

 

- Brazilian, married, retired, resident and domiciled in Brasília, Federal District, at SHIS QI 15, Conjunto 12, Casa 6, Lago Sul, CEP 71635-320, bearer of Identity Card 449419, issued by the Public Safety Department of the Federal District, and CPF 004826419-91;

 

 

 

— and as his substitute member:

 

 

 

Newton de Moura

 

- Brazilian, married, bank employee of the Federal Savings Bank, resident and domiciled in Divinópolis, Minas Gerais, at Avenida Sete de Setembro 1064/701, Centro, CEP 35500-011, Bearer of Identity Card M-358258, issued by the Public Safety Department of Minas Gerais State, and CPF 010559846-15.

 

The Chairman then submitted the above-mentioned nominations to debate, and, subsequently to votes — separately, with only holders of preferred shares participating. The nominations by the stockholders Previ and Forluz were approved by majority vote.

 

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Asking for the floor, the representative of the stockholder Southern Electric Brasil Participações Ltda., for the minority of holders of shares carrying voting rights, proposed as member of the Audit Board:

 

Luiz Otávio Nunes West

 

- Brazilian, married, accountant, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua General Ivan Raposo 148/202, Barra da Tijuca, CEP 22621-040, bearer of Identity Card 010926/0-8, issued by the Regional Accounting Council of Bahia, and CPF nº 146745485-00; and

 

 

 

— and as his substitute member,

 

 

 

 

 

Leonardo Guimarães Pinto

 

- Brazilian, single, accountant, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua Haddock Lobo 300/1206, Tijuca, CEP 20260-142, bearer of Identity Card RJ-091640/O-8, issued by CRC/RJ, and CPF nº 082887307-01.

 

The above nominations were put to debate and then to the vote — separately — and were approved by majority.

 

Asking for the floor, the representative of the stockholder The State of Minas Gerais, as majority stockholder, put forward the following nominations for members of the Audit Board:

 

Sitting members:

 

 

 

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

- Brazilian, married, journalist, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250-020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF nº 026939257-20;

 

 

 

Luiz Guaritá Neto

 

- Brazilian, married, engineer and entrepreneur, resident and domiciled in Uberaba, MG State, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M-324134, issued by the Public Safety Department of Minas Gerais State, and CPF nº 289118816-00;

 

 

 

Thales de Souza Ramos Filho

 

- Brazilian, married, doctor, resident and domiciled in Juiz de Fora, Minas Gerais, at Rua Severino Meireles 67, Passos, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of Minas Gerais State, and CPF nº 003734436-68;

 

 

 

— and as their respective substitute members:

 

 

 

Marcus Eolo de Lamounier Bicalho

 

- Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of identity card M-1033867, issued by the Public Safety Department of Minas Gerais State, and CPF nº 001909696-87;

 

 

 

Ari Barcelos da Silva

 

- Brazilian, married, company manager, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and CPF nº 006124137-72; and

 

 

 

Aliomar Silva Lima

 

- Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Aimorés 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of Minas Gerais State, and CPF nº 131654456-72.

 

The nominations of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and approved by majority.

 

The Members of the Audit Board elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing with the agenda, the Chairman put to debate the remuneration of the Managers of the Company and the Members of the Company’s Audit Board. Asking for the floor, the representative of the Stockholder The State of Minas Gerais asked the Chairman to put the following proposal before the stockholders for consideration:

 

1                  To allocate, considering that the company now has nine Chief Officer’s Departments, the Annual Global Allocation for Remuneration of the Management and the Members of the Audit Board, consisting of the Board of Directors, the Executive Board and the Audit Board, in the amount of up to R$ 7,000,000 (seven million Reais), including health insurance for the Chief Officers, to be contracted at the same level of the Health Plan in force for the employees of the Company, the present amounts earned by the Managers in monthly remuneration, paid leave, bonuses and other benefits of any type remaining unchanged.

 

2                  To establish that the monthly remuneration of each one of the members of the Board of Directors — excluding those sitting and substitute Members who exercise the position of Chief Officers, and subject

 

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to the condition relating to the payment of jeton mentioned in Item 3 below — should be equivalent to 20% (twenty per cent) of that earned, on average, by a Chief Officer of the Company.

 

3                  To establish that the sitting members of the Board of Directors should receive 50% (fifty per cent) of the monthly remuneration stipulated, the rest being divided into jetons paid to the sitting Member or to the substitute member who replaces that Member during meetings. In the event of there being more than one meeting in the month, the jeton will be divided proportionately over the number of meetings held, and received by the sitting Member or by the substitute Member who replaces that Member; in the event of there not being a meeting in the month, the sitting Member shall receive the total amount of the monthly remuneration; in the event of there being a meeting in the month and neither the sitting Member nor his or her substitute Member attending, the portion relating to the jeton shall not be payable, and the sitting Member shall receive the fixed portion.

 

4                  To establish that sitting and substitute Members of the Board of Directors or the Audit Board who are resident in other municipalities than that of the head office of the Company shall be reimbursed expenses of travel and accommodation necessary for their attendance at the meetings or carrying out their functions, and that they shall also receive, as cost support, the equivalent of, approximately, 10% (ten per cent) of the total monthly remuneration of the Member, for each meeting they attend.

 

5                  To establish that the compensation of the Executive Board shall be paid on the same dates as the remuneration of the Company’s employees.

 

6                  To establish that the monthly remuneration of each sitting member of the Audit Board shall be equivalent to 10% (ten per cent) of that earned, on average, by a Chief Officer of the Company, excluding the benefits in accordance with the law.

 

7                  To establish remuneration equivalent to that referred to in Item 2 above, for the substitute Members of the Board of Directors who sit on the Board of Directors’ Support Committee — excluding those Members who exercise the position of Chief Officers and obeying the criteria mentioned in Item 3 above.

 

The proposal by the representative of the stockholder The State of Minas Gerais was put to the vote and approved. The representative of Previ (the Banco do Brasil Pension Fund), and the stockholders represented by Mrs. Thaís Athayde de Moraes, abstained from voting, as a result of the Company not making available the necessary data for prior examination of the matter.

 

The Chairman then stated that the publications by Cemig specified in Law 6404 of December 15, 1976, as amended, and CVM Instruction 232 of February 10, 1995, will be made not only in the publication Minas Gerais, the official publication of the Powers of the State, but also in the newspapers O Tempo and Valor Econômico, without prejudice to possible publication in other newspapers; and that, since the selection of the newspapers O Tempo and Valor Econômico arises from the result of Electronic Auction 500-H90565, legal appeals may be presented to the Company within a period of five business days, which could alter the said result of the tender process. In this event, Cemig will publish a Notice to Stockholders stating the new newspapers for the publication specified in the above-mentioned Law.

 

The meeting being opened to the floor, the representative of the stockholder The State of Minas Gerais took the floor and congratulated the Management and the employees of the Company for their efficiency in carrying out the work of the Company and its performance in the results of the last business year, pointing out that, even in this period of world economic and financial crisis, Cemig had obtained an exemplary result.

 

The meeting remaining open to the floor, and since no-one else wished to speak, the Chairman ordered the session suspended for the time necessary for the writing of the minutes. The session being reopened, the Chairman, after putting the said minutes to debate and to the vote and verifying that they had been approved and signed, declared the meeting closed.

 

For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.

 

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6.

 

Market Announcement regarding Voluntary Dismissal Program, Companhia Energética de Minas Gerais – CEMIG, May 8, 2009

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

 

MARKET ANNOUNCEMENT

 

Cemig (Companhia Energética de Minas Gerais), a listed company with share securities traded on the stock exchanges of New York, Madrid and São Paulo, in accordance with its commitment to implement best corporate governance practices, hereby informs the public that a specific, non-permanent Voluntary Dismissal Program (“PDV”), proposed in April of this year, has been approved by the Board of Directors and offered to the group’s employees.

 

This new program aims to increase the number of employees eligible for voluntary resignation, in comparison to the permanent Voluntary Resignation Program (PPD) – which is already in place and remains in operation.

 

Cemig expects this initiative to result in increasing levels of annual savings, rising to more than R$ 100 million/year after 2010, representing an internal rate of return of more than 20%.

 

This non-permanent Voluntary Dismissal Program is part of Cemig’s Operational Efficiency Project, which seeks to optimize the company’s processes, adding value for shareholders through reduction of costs and increased indices of productivity.

 

Belo Horizonte, May 8, 2009

 

Marco Antonio Rodrigues da Cunha

Acting Chief Officer for Finance, Investor Relations and Control of Holdings

 

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

 

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