Message from the CEO For Light, 2010 was a year in which we conquered significant challenges. The changes introduced late 2009 in our Company's controlling interests resulted in modifications in our executive board. The new management team began its tenure in March 2, 2010 amidst recurrent power supply shortages, specially in the South and Downtown regions of the city of Rio de Janeiro. The need to swiftly respond to this challenge and the fact that the executive board began working in such an environment caused the new team to operate in an integrated fashion since their very first minute. This integration effort, far from being restricted to the executive board, also reached other leadership groups within the Company. Given this setting, an emergency plan was soon laid out in an attempt to reduce the level of dissatisfaction of those consumers affected by power shortages and the consequent negative publicity in the media, and thus pave the way for a project designed to address issues in the long run. The issue was dealt with transparently; as a result, nowhere in the media could anyone read anything like “Light could not be contacted or they did not respond”. In doing so we managed to avoid the spreading of negative articles, preventing many from being written at all and mitigating the impact of any news released that had a potential negative effect on the Company's reputation. The first measures adopted ranged from rather simple actions, such as replacing the material used in underground chamber buoys, which had been systematically stolen for the copper of such items, to changes of a more strategic nature, including doing part of underground grid operation and maintenance services with in-house employees. This in-house approach did not result from an ideological stance but rather upon the acknowledgment that we could accomplish more, and with better, cost-effective results if those specific services were performed by our own teams. The truth of this approach was confirmed when the services provided to our customers were restored to their prior level of quality. Those vendors and suppliers involved in and with responsibility for these shortages that nevertheless showed a capability to provide quality services were called to satisfy new requirements in terms of qualification and labor conditions of the relevant work forces. As a result, Light entered into new long-term service agreements that commanded a significant increase in the unit cost of the relevant services. We adopted the motto “Nossa Gente é Toda Gente” (“Our People is All People”) to signal the message that Light will respect and acknowledge contractor teams and that we expect from them the same level of commitment to service quality demanded from our own employees. This bet on the success of long-term alliances with service providers will be monitored on an ongoing basis so that we can actually confirm the expected improvement in reliability and productivity levels. 1 Equipment recovery plans were designed over the months, focusing first on our underground grids. These grids were then the source of most difficulties, the severity of which was dramatically made known to the public in the incident involving an underground explosion where a couple of foreign tourists was badly burned. As a result, a thorough, engineering-level servicing was performed, which included replacement of obsolete or defective pieces of equipment, partitioning of the grid into several smaller sections, monitoring of chambers and several preventive measures to stay ahead of any potential failures. In the meantime, a media campaign was launched to convey the message that Light was aware of the quality issues affecting its services, based on the understanding that customers will tend to tolerate failures of utility companies if they perceive that a genuine effort is being made to improve the quality of services provided. Conversely, customers will be disgruntled if they think the utility company is averting or ignoring critique and unwilling to perform any self-evaluation. Owing to the fact that Light's underground grid system is the largest in Latin America, we could not accomplish everything that was required in 2010. In other words, the recovery work will continue throughout 2011. Our overhead network was also a point of attention. Approximately 530 km of our overhead network, which were particularly prone to being damaged due to entanglement with tree branches during storms or gusts, were replaced for a more modern, safer and compact spacer cable network. In order to ensure development of the areas in which it operates, Light made investments in construction, expansion, and retrofitting of substations and transmission lines. Six additional substations (three in the Baixada Fluminense, two in the South Zone of the capital, and one in Itaguaí) are being built. In addition to this, we are expanding the operations of other six substations. The Company's investment plan also includes implementation and modernization of three transmission lines, which together comprise an electric grid of 21 km. These investments are being made in anticipation of the 2014 Soccer World Cup and the 2016 Olympic Games. These global-scale sports events will put Light's concession area in the spotlight for billions of spectators around the world. Contrary to what had happened until very recently, the behavior of consumers within Light's concession area was consistent with the growth of the country's economy. The market's average expansion rate was up 4.2% compared to the prior year, with positive developments being seen in all business segments. In addition to the increase in purchasing power experienced by lower income individuals, for the first time in many decades there is a positive and coordinated effort to formalize certain economical activities and businesses that had until then happened at the margin of the formal economy. This is the outcome of implementation of new public policies designed to advance social coexistence and utilization of public facilities. 2 For a large part, this success results from the state government reclaiming the socalled “risk areas”, formerly territories controlled by criminal organizations. This resumed the urbanization process that is so critical for Light. Indeed, issues such as fraud and theft of power can reduce the quality of the supply and increase accident levels. Additionally, these problems also damage consumers, in that they could be charged lower rates if everyone would pay, the government, because of decreased taxation, and Light itself. However, the worst effect of such noxious practices is the advancement of a wasteful culture. Individuals involved in theft usually exhibit in wasteful power consumption patterns. Power thefts within Light's concession area add up to over 5,000 GWh per year, which is equivalent to the supply requirement of a state the size of Espírito Santo. Only 40% of all power stolen disappear in risk areas. The other 60% disappear in a scattered fashion over our concession area. However, risk areas offer the best costeffective opportunities when community normalization procedures are adopted. This is an excellent opportunity to add value to our Company and contribute to the universalization of supply and citizenship. Naturally, this effort requires improvement in the level of security provided. Thus, the successful deployment of the so-called Unidades de Polícia Pacificadora (Pacifier Police Units), or UPPs, has opened a whole new frontier, nonexistent until then, for a regular electric power consumer market. Working in the trail of the government's law enforcement teams, Light has entered pacified communities with the triple goal of supporting government authority through new investments, improving the quality of power supply services, and fighting fraud and power theft. Investments in UPPs occur in the form of grid reconstruction actions (i.e. replacement of posts, cables, and transformers, and installation of electronic metering systems), renovation of internal premise facilities, and replacement of lamps and refrigerators. The ultimate goal is to make sure bills will not hurt consumers' pockets. Throughout 2010 the peoples of seven communities, including Chapéu Mangueira, Cidade de Deus, and Cantagalo, were reached. Light resumed deployment of more technologically advanced grids, consistent with what had been done in prior years. Electronic meters installed atop of light posts support telemetry and tele-command, which allows measurements, power cut-offs and reconnection to be made at a distance and without exposing Light's Personnel to risks. However, this effort, which takes place also in areas other than the UPPs, happens at a slower pace only due to a limited number of suppliers of duly certified electronic metering equipment. The situation is aggravated by constraints faced by the few manufacturers of certified meters, which prevents timely delivery and installation of a sufficient number of equipment to meet Light's needs. Despite these shortcomings, the investments made in technological improvements already reflect in our loss indicators, which have dropped for the third consecutive quarter. 3 In an attempt to increase availability of electronic metering, Light channeled substantial resources into R&D to design a smart metering system with good prospects of obtaining certification by Inmetro. Six patent applications were filed with Inpi in connection with this R&D project. A total of three companies have started manufacturing prototypes for testing purposes. All this technological advance, however, is but the tip of the iceberg. The rest consists in the alliance formed by Light and Cemig to develop the so-called smart grids, which among other benefits will provide customers with real-time information on their power consumption, thus allowing predictable changes in consumption patterns. This is a R&D project worth R$65 million, the scope of which integrates research conducted by the Brazilian Electricity Regulatory Agency (Aneel), the Ministry of Mines and Energy (MME), and the U.S. Government through its Trade and Development Agency. Over 2010, Light improved its relationship with customers. The Company began to act proactively, providing special support in incidents such as prolonged shortages in areas with greater potential of large population affected (i.e. downtown Rio de Janeiro and shopping malls). In such instances, Light staff will now reach consumers, even at their doorsteps, to clarify issues and even take reimbursement claims for losses and damages caused by electricity supply issues. In doing so, it was possible to avoid legal action that could be taken by consumers affected by supply shortages. In addition to the foregoing, Light has created an emergency customer support service, the “Light Já” (Light Now), which allows consumers to report power shortages using SMS capabilities. We enhanced our call center capabilities to the point of exceeding ANEEL requirements in terms of ease of access. These improvements were captured in a survey conducted by the Exame magazine in which Light ranked first in customer service for power utility companies. Light continued to leverage its installed hydroelectric power plant capacity of 855 MW in 2010. Our well maintained and operated equipment presented satisfactory availability levels. The pace of generation expansion efforts was increased when construction of the 25-MW Paracambí Hydroelectric Power Plant reached full speed. This facility is slated to start up by the end of 2011. Also running within the schedule are the construction works for the HPP of Lajes. In a recent development, a machine was installed in a building within the Lajes Complex, which hosts the largest operating plants of the Company. A sophisticated environment management layout was designed to avoid deforestation in connection with construction of a new pumping station within the complex. A hoist was used to move piping items, with fittings being reverted in order to allow welding in the inside and thus avoid elimination of waste to the forest. The Itaocara Plant project has advanced further, and is only pending the last environmental permits required for commencement of the construction works. 4 The amount of electricity transactions in 2010 (120 MWmed of conventional power, and 19 MWmed of stimulus power) was 86% higher than 2009 figures. By the end of 2010, Light had a total of 107 free consumers in its consumer portfolio, including large manufacturers, shopping malls, hotels and general business premises, in several locations throughout Brazilian jurisdiction but more specifically in São Paulo and Rio de Janeiro. In order enhance its operations in the São Paulo market, Light incorporated a subsidiary for trading energy and providing services in São Paulo (LightCom). The Company also engaged in projects of energy efficiency for Petrobrás (the new Cenpes), Fundação Oswaldo Cruz, Rede Globo (Projac), among others. Light has contributed actively for the enhancement of Brazil's electric power industry regulations. As a result of technically qualified interaction, we managed to revert some penalties that had been imposed on the Company. These included both unmerited and unreasonable fines. Additionally, Light made significant contributions of a technical nature in connection with ANEEL's Public Consultation No. 40. This consultation was launched for the purpose of laying the foundations for the third rate review cycle, which, as far as Light is concerned, begins in November 2013, and that has been subject of heated discussions in the electric power industry. Currently, Light has in its asset portfolio two wind farms in Ceará with a total output of 30 MW, which are currently in environmental licensing phase. These farms are expected to become viable once the related power is sold through auctions or freemarket agreements. In addition to these wind farms, Light is actively considering other investment opportunities in connection with hydroelectric, wind, natural gas, solid was and photovoltaic generation. A task force has been set up to promptly take action upon accidents involving technicians or the public in general. The outcome of this effort has transpired in minimized suffering of injured individuals and enhancement of the Company's reputation with the public. However, we do not have only good news to report. Regrettably we recorded a total of 4 accidents that resulted in death (3 contractors and 1 lady that touched a live wire). Staff development, in addition to continued leadership and technical qualification programs, provided through the Academia Light (Light Academy), has faced the additional challenge of training new hires in connection with our strategy of keeping grid servicing activities in-house. All managers were evaluated against competency indicators, an effort that provided input to our successor mapping program. For the first time ever, this competency evaluation system was extended to all of the Company's work force. Our variable compensation policy has once again fulfilled its goal of bringing individual efforts in line with our corporate goals, a practice that has now been fully incorporated in our Company's daily activities. 5 As for our relationship with our investors, represented at year end by 32.85% of our stock being held by minority shareholders (in addition to BNDESPar, which holds 15.02% of our stock), Light organized or took part in several conferences and road shows, in Brazil and abroad. Because of these efforts and obviously in expectation of our future operating and financial results, in 2010 our stock experienced a 15% increase in their value. This percentage was considerably higher than the variation of the Ibovespa index (1%) and the electricity utilities index, the IEE (12%). Investments in generation, distribution, and corporate activities amounted to R$700.6 million. This represents an all-time record. The amount of dividends paid throughout the year also set an all-time record at the Company. A total of R$795 million was distributed as dividends. In the accounting front, the challenge remained in converting the Company's financial statements to international standards, which requires compliance with rather complex accounting standards that are hard to construe in light of the circumstances of Brazil and our electric industry. As a result of adopting said accounting standards, our Company managed to achieve a EBITDA-measured cash flow of R$1,585 million, plus a net income of R$575 million. These figures provide a comfortable basis to allow Light will continue to honor its commitments with consumers, suppliers, creditors, governments, employees and shareholders. The good results achieved by the Company would never be possible without the stable and business-oriented environment afforded by federal, state, and municipal authorities, whose coordinated efforts have ushered in a noticeable progress to Rio de Janeiro. Managing a private utility operator in Brazil, in which there still remains a lot of prejudice against making a profit from a public utility, is no easy task. Success, however, is a material achievement because Light brings together all the conditions necessary and sufficient to achieve its trifocals goal of: (a) providing service quality at a reasonable cost to its consumers; (b) being profitable to its shareholders; and (c) afford our employees a satisfactory work environment so that they can perform their duties. We have overcome our most immediate hurdles. There is much more to be done, however, specially in terms of increasing our productivity. In order to conquer yet this objective, we rely on the competence, dedication, and hard work of our more than 11,000 professionals that make the People of Light (3,800 employees and 7,300 outsourced contractors). 6 Corporate Profile Grupo Light is headquartered in Rio de Janeiro and has 4,070,263 billed clients in its concession area that consists in 31 municipalities in the State of Rio de Janeiro. The Group consists of the following companies: Light S.A., the holding company; Light Serviços de Eletricidade S.A. (Light SESA), the distribution arm; Light Energia S.A. (Light Energia), the generation and transmission arm; and Light Esco – Prestação de Serviços S.A. (Light Esco) and Lightcom, the trading and services arm. Holding Distribution Light Serviços de Eletricidade S.A. Generation Light Energia S.A. 100% 100% Trading/Services Itaocara Energia Ltda 100% Lightger S.A. Lighthidro Ltda (SHPP Paracambi) (Non Operational) 51% 100% Light Esco Prestação de Serviços S.A. 100% Technology Lightcom Comercializadora de Energia S.A. 100% Axxiom Axxiom S.A. S.A. 51% EBL 33% Operating Context Business Environment As the Government reclaimed its rights over Rio de Janeiro communities through Pacifying Police Units (UPPs), and as the country undergoes significant economic growth and Rio lives a new urbanization cycle, particularly due to the important 7 sports events to be hosted in Rio (the 2014 World Cup and the 2016 Olympic Games), Light is presented with a scenario of opportunities. The region of its concession area is also likely to receive large investments in infrastructure and record significant growth in the oil, tourism, steelwork and logistics industries, which will also be reflected in the expansion of the labor market and the rise of new consumption hubs. In addition, the increase in purchasing power has a direct impact on the increase in electric power consumption, mainly due to the higher volume of home appliances acquired by the mass of people who migrated to the middle class. In order to meet this growing demand we are focusing our investments on strategic fronts, including the strengthening and improvement of our distribution network, where the initiative carried out in 2010 with underground chambers stands out, including the direct contracting of workforce (insourcing) and strong team qualification. The investments seek to guarantee the quality of the service and are focused on the execution of preventive actions to reduce the need for corrective actions. In power generation, we will expand our current installed capacity, which is currently 855 MW, by 117 MW with the start-up of three new plants in coming years: PCH Lajes, UHE Itaocara and PCH Paracambi, the latter expected to start-up in late 2011. We are thus working to ensure that the state of Rio de Janeiro will have the necessary generation capacity to meet local demand. 8 Operational Performance Energy Distribution Light SESA is the fourth-largest distribution company in Brazil in terms of number of clients and the fifth-largest in amount of energy distributed, according to data furnished by the Energy Research Company (EPE), arm of Ministry of Mines and Energy. Tariff Adjustment On November, 2010, Brazil’s electric power agency (ANEEL) ratified an average adjustment of 6.99% to Light’s tariffs, effective for the 12-month period beginning November 7, 2010, and applicable to all consumption classes (residential, industrial, commercial, rural and others). The adjustment index, consists of two components: the structural component, which accounts for 8.31% percent of the tariff; and the financial component of -1.33% valid for this period. Light 2010 Tariff Adjustment Structural TRI 8.31% Financial Additions -1.33% Total 6.99% The annual tariff adjustment process consists of the pass-through to end consumers, of non-manageable concession costs (energy purchased for supply, sector charges and transmission charges), which are calculated in detail annually, and the restatement of the manageable costs by the variation in the IGPM inflation index, less Factor X, which transfers to consumers the annual efficiency gains of the concessionaire. The manageable costs of the concession are calculated in detail only in the years of Tariff Revision. The 8.34% variation in non-manageable costs (Part A) is mainly due to the increase in Sector Charges, in turn due both to the recently approved Law 12,111, which increased the costs of the Fuel Consumption Account and the Research and Development Account, and the increase in the System Service Charges. Part B, which corresponds to manageable costs, increased by 7.95%, chiefly due to the 8.81% increase in the IGPM during the period. Consumers of Light SESA will notice an average increase of 2.20% in their electricity bills starting November 7, as a result of the inclusion of the above- 9 mentioned negative financial adjustments of 1.33% and the end of the previous period’s positive financial adjustments of 4.77%. Market Growth Billed captive and free clients in the concession area consumed a total of 22,384 GWh in 2010. ; The number of billed captive clients reached 4,070,591 (including own consumption), while billed free clients totaled 45. The industrial clients CSN, Valesul and CSA were excluded. When the energy consumed by these clients is taken into account, the volume increases to 23,170 GWh. In addition to the free clients, there are nine generators connected to the Company’s distribution network. Total energy consumption in Light SESA’s concession area (captive customers + transport of free customers) came to 22,384 GWh in 2010, a 4.2% increase over 2009, largely driven by the strong performance of the free market and the upturn in residential consumption. Warmer temperatures during the summer, together with higher income of the population, were responsible for the increase in billed energy consumption among Light’s captive clients, especially in the residential segment, that accounted for 36.8% of the total market in 2010. The number of billed residential clients grew by 1.9%, totaling 3.76 million in December 2010, with an average monthly consumption of 184.4 kWh in 2010, compared to 179.5 kWh in 2009. ELECTRICITY CONSUMPTION (GWh) (CAPTIVE + FREE) +4,2% 22.384 21.492 +4,6% 2,408 7.880 +4,2% 8.243 6.413 +5,0% 2009 2010 Residential 2,925 3,757 3,945 1,900 2,228 1,857 1,717 2009 2010 Industrial 339 6,074 2009 6.680 523 6,157 2010 Commercial Captive Free +2,2% 3,442 3,516 169 174 3,273 3,342 2009 2010 Others 19,084 19,459 2009 2010 Total10 Breakdown of consumption Residential Commercial Industrial Other Classes Share of total market (%) 36.8 29.8 17.6 15.7 Number of billed clients (captive market) 3,759,911 275,268 11,403 23,681 Number of billed clients (free market) - 22 22 1 Light Losses Evolution 12 months 15.40% 15.56% 15.39% 15.18% 15.00% 7,493 21.29% 7,544 21.48% 7,549 21.70% 7,504 Light SESA’s total energy losses amounted to 7,493 GWh, or 21.29% of the grid load, in the 12 months ended December 2010, 0.19 p.p. down on the closeof-September ratio. 21.98% 7,269 Energy Losses 21.82% Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Losses (GWh) Non-technical losses %Grid Load Non tecnical losses / Low Voltage market 12 months 42.4% 41.8% 5,278 42.1% 5,330 42.7% 5,352 42.5% 5,313 Conventional energy recovery processes, such as the negotiation of amounts owed by customers where fraud has been detected, resulted in the recovery of 178.2 GWh in 2010, 17.3% higher than in the previous year. Fraud regularization programs yielded a total of 89,366 normalized clients, 0.5% up on 2009. Losses / Grid Load % 5,149 In 2010, non-technical losses totaled 5,278 GWh, representing 41.8% of billed energy in the lowvoltage market, or 15.00% of the grid load, 0.7 p.p. down in relation to 2009. Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Non Tecnincal Losses (GW) Despite the problems occurred in the beginning of 2010, due to outages affecting the distribution network, jeopardizing the loss prevention program, there was a great recovery during the year after three consecutive decreases quarter by quarter. The second quarter mark the beginning of efforts to catch up following the previous delays. Convetional energy recovery initiatives were stepped up and moreover the new technologies presented important progress with Non tecnical Losses % Low Voltage Mkt Recovered Energy (GW) 17.3% 178.2 151.9 2009 2010 11 the extension of network protection to more then 150,000 clients and the installation of around 110,000 eletronic meters certified by Inmetro, with billing through remote electronic metering. The delay in the approval of electronic meters, which had been an obstacle in implementing the program of new technologies, was another problem with good solutions in 2010. These meters are manufactured by the Swiss company Landis + Gyr and the American company Itron, the only companies approved by Inmetro to produce the meters until the end of last year, when another supplier - the German company Elster - got the approval by Inmetro for its centralized remote telemetering system giving Light one more supplier option. Collection The 2010 collection rate stood at 97.9%, 0.6 p.p. up on 2009. It is worth noting that collection in the retail segment increased from 93.1%, in 2009, to 94.1%. Major and government clients continued to record collection rates of more than 100%, due to the collection of current and previous past due bills. In 2010, Provisions for Past Due Accounts (PPD) totaled R$254.8 million, representing 3.2% of gross billed energy. At the end of 2010, Light implemented a special program called “War Against PDD”, which consists of segmented collection initiatives, aiming to reverse PDD and recover the monthly flow of electricity bills by offering more flexible repayment conditions for clients in default. Collection Rate per Segment Year 107.6%107.1% 100.4%100.8% 93.1% 94.1% Retail Large Customers 2009 Public Sector 2010 PDD/Gross Revenue (Billed Sales) 3.3% 3.2% As a result, PDD fell from R$61.7 million in 4Q09 to R$49.3 million in 4Q10, or 2.5% of gross billed 2008 2009 energy. The factors contributing to the result were: (i) the increased number of negotiations with retail segment clients; (ii) negotiations with 18 hospitals that are part of the major client base; and (iii) default recovery of nearly 694,000 clients in 4Q10 compared to 426,000 clients in 4Q09, which offset the Company’s operational difficulties at the beginning of the year. 3.2% 2010 Operating Quality Ensuring high levels of quality in the supply of electricity is an essential part of establishing good relations between the distribution company and its clients. 2010 began with a series of incidents that jeopardized supply, due to substantially-higherthan-average summer temperatures that caused a bigger-than-expected surge in 12 energy demand, leading Light to further intensify its distribution improvement investment plan. In 2010, the Company invested R$219.9 million in efforts to improve the quality of its electricity supply business and increase the capacity of its distribution network, 41.2% more than the R$155.7 million invested in 2009. At the end of 2010, the equivalent length of interruption indicator (DEC), expressed in hours, registered 11.33 hours, while the equivalent frequency of interruption indicator (FEC), expressed in occurrences, stood at 5.76 times. The performance of the electricity system was hindered by adverse weather conditions in 2010, including 1,580 mm of rainfall, 26% more than in 2009 and 32% more than in 2008, and high summer temperatures, which resulted in strong load growth. In addition, the renewal of agreements with outsourced maintenance and emergency service providers, which took place in 3Q10, caused delays in these procedures, negatively impacting network performance. In the second half of the year, Light implemented the Summer Action Plan, aiming to prevent outages and other incidents due to the expected increase in demand during the 2010/2011 summer. In the distribution network, 48 new circuits in 13.8-kV were installed, 161 km of low-voltage cable were replaced by multiplex cable, and 368 km of open network were replaced with spacer cable. In 2010, 14,000 transformer vaults and 12,000 manholes were inspected, more than twice as many as in 2009. In addition, 1,594 fiber glass buoys were installed to prevent flooding in the vaults, twice as many as in 2009, and 2,703 underground reticulated system protectors were inspected, six times as many as in the previous year. DEC and FEC as of Dec, 2010 INDICATOR DEC Global 2010 FEC Global 2010 Regulatory Target Global Result 9.95 11.33 8.77 5.76 DEC and FEC FEC DEC Unit Number interruptions Hours 2008 2009 2010 7 11 6 10 5.76 11.33 of Customer Service Light's retail service is evaluated in three annual satisfaction surveys: the ANEEL Index of Consumer Satisfaction (IASC), Light's Index of Satisfaction with Service Execution 13 (ISES), and the Abradee survey. Abradee's evaluation is carried out based on three indicators: the Perceived Quality Satisfaction Index (ISQP), the Customer Approval Index (IAC) and the Overall Satisfaction Index (ISG). For the Large Customers segment, Light also carries out its own evaluation on an annual basis, entitled the Large Customer Satisfaction Survey. In 2010, the disturbances caused by extremely high temperatures in the summer and the problems in the underground network early in the year resulted in power supply interruptions and caused Light's customers to criticize and question the company. This questioning affected the results of some of the satisfaction surveys carried out in the year. However, despite these obstacles, an important survey showed that our customers realized that the Company was committed to a transparent dialogue about these challenges and to proposing medium and long-term emergency solutions. In ANEEL's evaluation (IASC), Light reached 67.55% of satisfaction, the highest rate ever recorded by the Company. In the previous year, the IASC showed a 64.2% rate. In customer service, one of Light's major initiatives in 2010 was the introduction of a new call center with the theme "Positive Energy – More Power to Rio," using nextgeneration technologies and processes. The call center has 700 operators and 300 workstations, and capacity to handle 6.7 million commercial and emergency calls per year. We also created Light Now, an automatic emergency service channel to report power outage via SMS. Generation The 5,125 MWh of net energy¹ generated in 2010 represents an 5.6% decrease compared to the 2009 total. The origin of all of this energy, considered “clean” since it was generated exclusively from hydraulic sources, is basin created by the Paraíba do Sul River and the Ribeirão das Lajes. According to ANEEL data, Light Energia is Brazil’s sixth-largest private hydraulic energy generation company. Its generation complex consists of five plants and two pumping stations located in the States of Rio de Janeiro and São Paulo totaling 855 MW of installed capacity. 1 Gross generation less own consumption, water pumping and technical losses. Energy sales totaled 5,651.8 GWh In 2010, 11.5% up on 2009. Energy sold on the captive market came to 4,189.7 GWh, identical to the 2009 figure, while energy sold on the free market (ACL) amounted to 529.5 GWh, up by 8.9%. Spot market sales volume increased by 137% over the year before, driven by the upturn in first-half sales, due to higher hydroelectric generation in the National Interconnected System, which resulted in more secondary energy for settlement in the CCEE, and to the CCEE booking procedures, which failed to deduct the energy consumed by pumps in 1H10, LIGHT ENERGIA (GWh) Regulated Contracting Environment Sales Free Contracting Environment Sales Spot Sales (CCEE) Total 4Q10 4Q09 1,102.1 1,101.4 186.5 35.6 1,324.3 % 2010 2009 0.1% 4,189.7 4,189.7 % 161.0 15.9% 529.5 486.0 8.9% 117.4 -69.7% 932.7 393.6 137.0% 1,379.8 -4.0% 5,651.8 0.0% 5,069.3 11.5% 14 totaling around 394.3 GWh. Excluding this factor, 2010 spot market sales volume would have risen by 35.3%. Generation Projects In a few years, three new hydropower plants will add about 117MW in Light’s installed capacity: Paracambi Small Hydroelectric Plant, Lajes Small Hydroelectric Plant and Itaocara Hydroelectric Plant Paracambi Small Hydroelectric Plant. Construction began on this plant in Ribeirão das Lajes, State of Rio de Janeiro, in late 2009. The plant will have 25 MW of installed capacity, and is expected to start operations in December 2011. Efforts to relocate persons from the reservoir area involved in the development of the Paracambi PCH are in progress. Should be acquired 107 properties related to the areas of the reservoir, construction site and APP. By the time, were completed the acquisitions of 95 properties, representing 89% of the total to be disappropriated. Lajes Small Hydroelectric. The preliminary project for this plant, which will be located in the Lajes Complex in the State of Rio de Janeiro, is undergoing the approval process. The plant will have 18 MW of installed capacity and is expected to start operations in the end of 2012. Itaocara Hydroelectric Plant. The two plants (Itaocara I and II) will have 195 MW of installed capacity and is located on the Paraíba River between the states of Rio de Janeiro and Minas Gerais. It is currently in the engineering project approval and environmental licensing phase. It is expected to start the commercial operations in 2014. Trading and Services In the year as a whole, Light Esco’s energy sales amounted to 3,190.5 GWh, 87.4% higher than in 2009, reflecting the period’s new long- and short-term operations, and the expansion of the sales contract portfolio to include Owens Illinois, BR Metals, MD Papéis, Schincariol and TRW. Light Esco also increased the sale of energy from the Light Group that will no longer be contracted as of 2013. Furthermore, Light Esco continued to provide consulting services and represent free customers before the CCEE (broker), with operations totaling 1,960.6 GWh in 2010. A Light Esco possui atualmente 107 clientes de comercialização de energia, sendo 98 clientes da atividade de trading e 9 clientes na atividade de consultoria e intermediação de contratos (broker), em comparação a 61 clientes em dezembro de 2009. 15 Currently, Light Esco has 107 energy commercialization clients, versus 61 in December 2009, 98 of which use the Company’s trading services and nine use its consulting and contract intermediation (brokerage) services. Six of Light Esco’s ongoing service contracts were added in 2010, one of which in the fourth quarter (the implementation of a cooling system for a large shopping mall in the city of São Paulo). Volume (GWh) Trading Broker Total 2010 2009 1,229.9 645.8 1,960.6 1,057.0 3,190.5 1,702.8 Var.% 90.5% 85.5% 87.4% Capex The Company invested R$700.6 million in 2010. The main destination was to improve the quality of the distribution network, in addition to combat losses, important issues to ensure a quality service, efficiently and safely to all its customers. Another focus of the investment was the expansion of the energy generation capacity of the Group amounted to R $ 121.8 million in the year. CAPEX (R$ MM) The High Voltage System received investments of $ 123.6 million, the largest ever made in history of Light in this segment. Among the highlights is the construction of two new substations: Copacabana (120 MVA) and Marapicu (60 MVA), the start of construction of four substations and the expansion and improvement in five others. Also, R $ 134.9 million was invested in shielded grid, measuring system and electronic settlement of fraud. 24.3% 700.6 563.8 51.8 57.6 4.2 50.0 527.5 450.3 2009 Distribution Administration 1.3 121.8 2010 Generation 16 Commercial Comments on the Financial Performance and Capital Markets Financial Performance Revenue Consolidated net operating revenue totaled R$6,508.6 million in 2010, 4.9% up on 2009, mainly impacted by the distribution and commercialization segments, which recorded respective growth of 3.2% and 100.7%, in turn due to increased consumption in the concession area and the greater volume of energy purchases and sales. The generation segment also posted a positive performance, with an increase of 8.5% over the year before. Net Revenue 2008 2009 Costs and Expenses In 2010, operating costs and expenses totalized R$ 5,276.4 millions, an increase of 2.1%, mainly driven by costs and expenses incurred by the distribution and commercialization businesses, which increased by 1.5% and 80.9%, respectively, over 4Q09. 2010 Costs and Expenses (R$ MN) 5,276 5,169 4,195 2008 EBITDA 6,509 6,207 5,387 2009 2010 EBITDA (R$ MN) 27.9% 26.6% 24.3% In 2010, EBITDA amounted to R$1,584.6 million, 14.7% up on 2009, with an EBITDA margin of 26.6%, a 2.3 p.p. improvement. The distribution segment accounted for 84.2% of the total, followed by the generation and 1,585 1,504 1,381 2008 2009 EBITDA 2010 EBITDA MARGIN 17 commercialization segments, with 14.4% and 1.4%, respectively. Net Income Light posted net income of R$575.2 million in 2010, 2.3% down on the R$588.8 million 974 recorded in 2009, mainly due to the financial result, which was a net expense of R$319.4 million in 2010, 276.1% higher than in 2009. Financial expenses were mainly impacted by the actuarial deficit and monetary restatement of the Braslight liability, which amounted to R$158.9 million. Excluding the non-recurring R$49.3 2008 million related to Braslight’s actuarial deficit, annual net income came to R$607.7 million, 3.2% higher than in 2009. Net Income (R$ MN) 589 575 2009 2010 Income Allocation Proposal At its March 25, 2011 meeting, the Board of Directors approved the dividend proposal in the amount of R$350,979,306.36, equal to R$1.72 per share, based on the results of the 2010 fiscal year. The proposal will be submitted to the Ordinary Shareholders Meeting to be scheduled. Financial Condition Net debt at the end of December was R$1,947.4 million, an increase of 18.9% compared to December 2009. This increase was primarily due to lower cash generation of the company. Despite the increase in net debt, the ratio net debt / EBITDA of December 2010 was in line with 2009, 1.2 x. The Company’s debt has an average term to maturity of 3.1 years. The average cost of Real-denominated debt was 11.1% p.a., 0.2 p.p. down on the figure at the close of September 2010, while the average cost of foreign-currency debt (US$ +5.4% p.a.) remained flat. At the end of December, only 3.0% of total debt was denominated in foreign currency and, considering the FX hedge horizon, 1.7% of this total was exposed to foreign currency risk, 0.2 p.p. less than in September 2010. Light’s hedge policy consists of protecting cash flow falling due within the next 24 months (principal and interest) through the use of non-cash swap instruments with premier financial institutions. 18 Net Debt (R$ MN) 1,947 1,637 1,580 1.1 2008 1.2 1.2 2009 2010 Net Debt Net Debt/EBITDA Corporate Governance and the Capital Markets On December 31, 2010, the capital stock of Light S.A. was comprised of 203,934,060 common shares with no par value. The Company shares have been listed on Bovespa's Novo Mercado since July of 2005, adhering to the best corporate governance practices and the principles of transparency and equity, in addition to granting special rights to minority shareholders. Light S.A.’s shares are listed on the Ibovespa, Itag, IGC, IEE, IBrX and ISE indexes. Light’s Board of Directors is composed of 11 members, 2 of whom are elected independently. The following five committees support the Board of Directors: Finance, Management, Audit, Human Resources, and Governance and Sustainability. Changes in shareholding structure in 2010 On November 17 of 2009, in compliance with the requirements of Section 9.1 of the shareholders' agreement (signed on 23 March 2006), RME - Rio Minas Energia Participações SA (RME), promoted the incorporation of Lidil Comercial Ltda. (Lidil), and on December 31, 2009, RME was divided into three parts. The portions were incorporated by Andrade Gutierrez SA (AGC), Companhia Energetica de Minas Gerais (CEMIG), and Luce Emprendimentos e Participações SA (LEPSA), a company formed and controlled by Luce Brazil Private Equity Fund. Equatorial Energia SA (Equatorial) remained the sole shareholder of RME. The reorganization of RME by its shareholders simplified the corporate structure by eliminating the holding company RME, passing the four shareholders AGC, CEMIG, LEPSA and RME to be holding, each 26,576,149 common shares issued by the Company, representing direct interest of approximately 13.03% of the capital. The Shareholders' Agreement of RME gave place to a new agreement between the four shareholders of the Company, reproducing the rights and obligations under the Shareholders Agreement of RME. 19 On December 30, 2009, CEMIG and AGC celebrated the Purchase and Sale Agreement ("Agreement AGC"), and on March 25, 2010 was held by CEMIG the payment for the purchase of 25,494,500 (twenty-five million Four hundred and ninetyfour thousand five hundred) common shares of the Company, owned by AGC, representing 12.50% of the total voting capital of the Company. Moreover, it was held on November 17, 2010, the payment and transfer of 1,081,649 (one million, eighty-one thousand, six hundred forty-nine) common shares of the Company, owned by AGC, representing 0 53% of the total voting capital of the Company to CEMIG, corresponding to the remaining portion of the acquisition. On December 30, 2009, the Fundo de Investimento em Participações PCP (“FIP PCP”), the indirect controlling shareholder of Equatorial and CEMIG, celebrated the Purchase and Sale of Shares and Other Covenants (" Agreement Equatorial "), having Equatorial as an intervener and consenting, and aiming at the indirect sale of the FIP PCP in the Company, representing 55.41% of an amount of 26,576,149 (twenty six million, five hundred seventy-six thousand, one hundred and forty-nine) common shares of the Company or of a society which CEMIG participate in not less than 20% (twenty percent). On April 29, 2010, the ordinary and extraordinary general meetings of Equatorial agreed to the split-off upon release of the portion of its net assets corresponding to their participation in the capital of RME, to a new corporation called Redentor Energia S.A. ("Redentor"), formed specifically for this purpose at the time of the Partial Split. The closing of Equatorial Contract is subject to certain conditions laid down therein, by the registration of the Redentor on CVM and other regulatory approvals and government agencies, as applicable. On March 24, 2010, Companhia Energética de Minas Gerais (“CEMIG”) and ENLIGHTED PARTNERS VENTURE CAPITAL LLC (“ENLIGHTED”), signed an option agreement for the sale of shares (“Option”), to CEMIG or to another party indicated thereby. The purpose of this operation was to grant an option to sell shares of LUCE INVESTMENT FUND (“LUCE Fund”), which holds 75% of the shares of LUCE BRASIL FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES (“FIP Luce”), which in turn, through LUCE EMPREENDIMENTOS E PARTICIPAÇÕES S.A. (“LEPSA”) indirectly holds 26,576,149 common shares issued by the Company, approximately 13.05% of its total and voting capital. On October 6, 2010, the ENLIGHTED exercised its option to sell its shares in LUCE Fund to CEMIG or third party specified by it, subject to fulfillment of certain contractual requirements established, and to approval by ANEEL, the Administrative Council for Economic Defense - CADE, Banco Nacional de Desenvolvimento Economico e Social - BNDES and other financial agents and debenture holders of the Company and its controllers, when necessary. On October 28, 2010, the Company received a communication from its shareholder BNDES Participações S.A. – BNDESPAR, announcing the sale of 10,347,200 (ten million, three hundred and forty-seven thousand and two hundred) common shares issued by Light S.A. (“Company”), on the Securities, Commodities and Futures Exchange (BMF&BOVESPA) between March 19 and October 27, 2010, reducing its 20 interest in the Company by 5.07% (five point zero seven per cent). After this sale, BNDESPar held 39,429,583 (thirty-nine million, four hundred and twenty-nine thousand, five hundred and eighty-three) common shares issued by the Company, equivalent to 19.33% (nineteen point thirty-three per cent) of the Company’s total capital stock. On December 31, 2010, BNDESPar held 30,631,782 common shares, corresponding to 15.02% of the Company’s capital. Light x Ibovespa x IEE Base jan/09 = 100 until 12/30/2010 220 200 2010 IEE IBOV LIGT3 2009 IEE 59% IBOV 83% LIGT3 34% 12% 1% 15% 180 85% Ibovespa 78% IEE 160 53% Light 140 120 100 80 60 R$/share 01/02/09 12/30/10 17.82 25.43 De cJa 0 8 nFe 0 9 b M - 09 ar Ap 09 r- 0 M 9 ay Ju 09 nJu 0 9 l Au -09 gSe 09 pO 09 ct No 09 v De -0 9 cJa 0 9 nFe 1 0 b M - 10 ar Ap 10 M r- 10 ay Ju 10 n1 Ju 0 Au l-10 g Se - 10 p O - 10 ct No 10 vDe 1 0 c10 40 Shareholder Structure The shareholding structure of Light on December 31, 2010 was: Control Group with 52.13% and free float representing 47.87% which 15.02% with BNDESPar and 32.85% under the control of minority shareholders. The Control Group is, made by Companhia Energética de Minas Gerais (CEMIG), with 26.06%, Luce Empreendimentos e Participações SA (LEPS) with 13.03% and Rio Minas Energia SA (RME) with 13.03%. Shareholders structure as of December 31, 2010: 21 Grupo de Controle 52,13% Free Float 47,87% CEMIG Companhia Energética de MG LEPSA LUCE Empreendimentos Participações S.A. RME Rio Minas Energia 26,06% 13,03% 13,03% BNDESPAR MINORITÁRIOS EDFI 32,85% 15,02% LIGHT S.A LIGHT S.A (Holding) (Holding) 100% LIGHT Serviços de Eletricidade S.A 100% LIGHT Energia S.A. 100% LIGHT ESCO Prestação de Serviços S.A. 51% LIGHTGER S.A. 100% ITAOCARA Energia Ltda 100% 100% 51% LIGHTCOM Comercializ. de Energia S.A. LIGHTHIDRO Ltda AXXIOM Soluções Tecnológicas The table below shows Light’s shareholders and the respective number of shares: Shareholders # of Shares Country Particip. Social (R$) Capital RME - RIO MINAS ENERGIA PARTICIPAÇÕES S.A 26,576,150 Brazil 13.03 290,063,291.07 COMPANHIA ENERGÉTICA DE MINAS GERAIS S.A. CEMIG 53,152,298 Brazil 26.06 580,126,560.31 LUCE EMPREENDIMENTOS E PARTICIPAÇÕES S.A. 26,576,149 Brazil 13.03 290,063,280.15 BNDES PARTICIPAÇÕES S.A - BNDESPAR 30,631,782 Brazil 15.02 334,328,166.35 MARKET 66,997,681 - 32.85 731,240,900.01 Total 203,934,060 100.00 2,225,822,197.89 22 Commitment to the Future People Management The actions focused on the Company's internal audience have the purpose of stimulating the personal and professional development of the 3,693 people who comprise its workforce, in line with the Company's strategic goals, and the development of key competences that will secure business sustainability. In 2010, we had 218,301.2 hours of workforce training and development, with a total of 11,789 participants. The highlights were the Leadership Development Program, the Operational Training Program, and the Certification of Teams that work in the underground network with 37,000 hours. We also had the Employee Recognition Program, the Competences Evaluation process for Managers and Employees, and the introduction of self-development incentive programs—namely the Growth Portal and the Passport to Development. The Social Security Foundation – Braslight, a private pension fund, was founded by Light with the purpose of providing the Company's employees linked to the Foundation with retirement income and pension to their dependents. Workplace Safety Light was the first company in the electric power industry to adopt the Workplace Safety Management System (SGTS), a model developed in Canada and customized to meet the specific needs of our industry with a focus on high risks. The System is divided into five major subjects: Leadership, Risk Management, Education, Control & Protection and Monitoring. One year after its implementation, an international audit company reported that Light's level of adherence to the System reached 51%, within the Company's target of reaching 50% in the period. Another Health and Safety initiative was the revision of the Workplace Health and Safety Policy; the elaboration of 50 step-by-step operating procedures; the safety lecture with over 25,000 participants, and the introduction of new protection technologies. Research and Development (R&D) The Research & Development (R&D) program is elaborated according to Law no. 9,991 of July 24, 2000, which establishes that electric power distribution utilities concessionaires must invest 0.2% of their Net Operating Revenue in R&D projects, as per Aneel resolution no. 271 of July 19, 2000, and according to the guidelines approved by Aneel Resolution no. 316 of May 13, 2008. 23 In 2010, already under the new Aneel regulation, 12 (twelve) new projects were contracted with an investment of R$24.7 million, and up to December a total of 89 (eighty-nine) R&D projects were being executed, of which 77 (seventy-seven) projects were carried out through Light Serviços de Eletricidade S.A., and 12 (twelve) through Light Energia S.A. Environment Light's Environmental Management System (EMS) was implemented in 2001 with the purpose of preventing several risks to the Company and establishing standards in all of its activities, handling environmental issues, avoiding fines, embargoes to undertakings, environmental incidents, legal proceedings and damages to the Company's image. All of the Company's plants have, in addition to the EMS, which integrates the environmental requirements of the ISO 14001 standard and the workplace health and safety requirements of OHSAS 18001. GRI PR1 In 2010, 34 of Light's stations were certified to ISO 14001, surpassing the target established for this stage of the program, which was of 20 units, and another 101 stations were re-certified. The certification process was fully supported by various teams to adjust the plants to the standard's requirements. In the distribution segment, the environmental licenses obtained for the implementation of seven new projects stand out, and in the generation segment, 300 people were trained as environmental and safety agents, and 180 of these agents were contracted by Light for the construction project of the Lajes duct and the reforesting of approximately 60 hectares of land in the Lajes Complex. Social Initiatives In 2010, Light invested R$38 million in the Efficient Community Program, benefiting over 300,000 people through power efficiency actions in 362 low-income communities. This initiative is part of Light's Power Efficiency Program (PEP), guided by the Brazilian Electricity Regulatory Agency (ANEEL), and since its introduction in 1999, it has already invested R$209.6 million in 141 projects that include the modernization of lighting, ventilation and cooling systems in public areas such as gymnasiums and hospitals. Through the Efficient Community Program, which started in 2002, the Company also replaces equipment such as refrigerators and light bulbs with more efficient ones, in addition to developing initiatives to share information and raise awareness about the responsible use of power among members of low-income communities. The Santa Marta community, where the first UPP was installed, is an example of the Company's success in these locations: before 2008, when the Company was 24 starting power efficiency initiatives and building a closer relationship with the communities, the number of customers was 80, timely payments totaled 24% of power bills, and losses totaled 93%. Two years later, after investments that amounted to R$3 million, the number of customers went up to 1,600, timely payments reached 98% of power bills, and losses fell to only 2.7%. Other Information: Independent Auditors The Company discloses, pursuant to CVM Rule 381/2003, that it engages KPMG Auditores Independentes to perform external auditing services and to review Grupo Light’s quarterly financial statements and that said firm has not provided any service for the Company not related to auditing during the year ending December 31, 2010. This Management Report includes information regarding projected investments and non-financial data that do not pertain to the auditing of financial statements and was therefore not reviewed by the independent auditors. 1 Balanço Social Anual / 2010 Empresa: CONSOLIDADO 1 - Base de Cálculo 2010 Valor (mil reais) 2009 Valor (mil reais) Receita líquida (RL) 6.508.584 6.206.897 Resultado operacional (RO) 922.619 960.912 Folha de pagamento bruta (FPB) 218.471 222.243 2 - Indicadores Sociais Internos Valor (mil R$) % sobre FPB % sobre RL Valor (mil R$) % sobre FPB % sobre RL Alimentação 14.142 6% 0% 16.762 8% 0% Encargos sociais compulsórios 35.428 16% 1% 38.997 18% 1% Previdência privada 6.618 3% 0% 6.559 3% 0% Saúde 7.712 4% 0% 8.535 4% 0% Segurança e saúde no trabalho 98 0% 0% 210 0% 0% Educação 759 0% 0% 909 0% 0% Cultura 0 0% 0% 0 0% 0% Capacitação e desenvolvimento profissional 5.736 3% 0% 5.117 2% 0% Creches ou auxílio-creche 481 0% 0% 499 0% 0% Participação nos lucros ou resultados 15.146 7% 0% 20.507 9% 0% Outros 2.855 1% 0% 3.813 2% 0% Total - Indicadores sociais internos 88.976 41% 1% 101.907 46% 2% 3 - Indicadores Sociais Externos Valor (mil R$) % sobre RO % sobre RL Valor (mil R$) % sobre RO % sobre RL Educação 2.178 0% 0% 2.165 0% 0% Cultura 5.410 1% 0% 6.178 1% 0% Saúde e saneamento 14.749 2% 0% 10.793 1% 0% Esporte 497 0% 0% 837 0% 0% Combate à fome e segurança alimentar 0 0% 0% 0 0% 0% Outros 51.221 6% 1% 25.502 3% 0% Total das contribuições para a sociedade 74.056 8% 1% 45.474 5% 1% Tributos (excluídos encargos sociais) 3.105.901 337% 48% 2.731.688 284% 44% Total - Indicadores sociais externos 3.179.957 345% 49% 2.777.162 289% 45% 4 - Indicadores Ambientais Valor (mil R$) % sobre RO % sobre RL Valor (mil R$) % sobre RO % sobre RL Investimentos relacionados com a produção/ operação da empresa 28.678 3% 0% 19.966 2% 0% Investimentos em programas e/ou projetos externos 0 0% 0% 0 0% 0% Total dos investimentos em meio ambiente 28.678 3% 0% 19.966 2% 0% Quanto ao estabelecimento de “metas anuais” para minimizar resíduos, ( ) não possui metas ( ) cumpre de 51 a 75% ( ) não possui metas ( ) cumpre de 51 a 75% o consumo em geral na produção/ operação e aumentar a eficácia na ( ) cumpre de 0 a 50% (X) cumpre de 76 a 100% ( ) cumpre de 0 a 50% ( X ) cumpre de 76 a 100% utilização de recursos naturais, a empresa 5 - Indicadores do Corpo Funcional 2010 2009 Nº de empregados(as) ao final do período 3.693 3.694 Nº de admissões durante o período 312 269 Nº de empregados(as) terceirizados(as) 8.010 7.689 Nº de estagiários(as) 109 101 Nº de empregados(as) acima de 45 anos 1.110 1.359 Nº de mulheres que trabalham na empresa 861 854 % de cargos de chefia ocupados por mulheres 23,10% 21,40% Nº de negros(as) que trabalham na empresa 1.330 1.006 % de cargos de chefia ocupados por negros(as) 16,90% 15,20% Nº de pessoas com deficiência ou necessidades especiais 164 173 6 - Informações relevantes quanto ao exercício da cidadania 2010 Metas 2011 empresarial Relação entre a maior e a menor remuneração na empresa 45,88 ND Número total de acidentes de trabalho 22 0 Os projetos sociais e ambientais desenvolvidos pela empresa foram ( ) direção ( ) direção e ( X ) todos(as) ( ) direção ( ) direção e (X ) todos(as) gerências empregados(as) gerências empregados(as) definidos por: Os pradrões de segurança e salubridade no ambiente de trabalho foram ( ) direção e ( ) todos(as) ( X ) todos(as) + ( ) direção e ( ) todos(as) ( X ) todos(as) + gerências empregados(as) Cipa gerências empregados(as) Cipa definidos por: Quanto à liberdade sindical, ao direito de negociação coletiva e à ( ) não se envolve ( ) segue as ( x ) incentiva e ( ) não se ( ) seguirá as ( x ) incentivará e normas da OIT segue a OIT envolverá normas da OIT seguirá a OIT representação interna dos(as) trabalhadores(as), a empresa: A previdência privada contempla: A participação dos lucros ou resultados contempla: Na seleção dos fornecedores, os mesmos padrões éticos e de responsabilidade social e ambiental adotados pela empresa: Quanto à participação de empregados(as) em programas de trabalho voluntário, a empresa: Número total de reclamações e críticas de consumidores(as): % de reclamações e críticas atendidas ou solucionadas: Valor adicionado total a distribuir (em mil R$): Distribuição do Valor Adicionado (DVA): 7 - Outras Informações ( ) direção ( ) direção ( ) não são considerados ( ) direção e ( X ) todos(as) gerências empregados(as) ( ) direção e ( X ) todos(as) gerências empregados(as) ( ) são sugeridos ( X ) são exigidos ( ) direção ( ) direção ( ) não serão considerados ( ) direção e gerências ( ) direção e gerências ( ) serão sugeridos ( X ) todos(as) empregados(as) ( X ) todos(as) empregados(as) ( X ) serão exigidos ( ) não se envolve ( ) apóia ( x ) organiza e incentiva ( ) não se envolverá ( ) apoiará ( X ) organizará e incentivará na empresa 15.412 na empresa ND no Procon 1.213 no Procon ND na Justiça 38.438 na Justiça ND na empresa Reduzir 10% na empresa 100% no Procon Reduzir 10% no Procon 100% na Justiça Reduzir 10% na Justiça 100% Em 2010: 5.084.931 Em 2009: 4.609.936 73,68% governo 4,56% colaboradores(as) 6,90% acionistas 10,45% terceiros 4,41% retido 75,50% governo 5,14% colaboradores(as) 9,38% acionistas 6,59% terceiros 3,39% retido 2 Independent auditors’ report on the financial statements (A free translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS) To Board of Directors and Shareholders Light S.A. Rio de Janeiro - RJ We have examined the individual and consolidated financial statements of Light S.A. (“Company”), identified as Parent Company and Consolidated, respectively, which comprise the balance sheet as of December 31, 2010 and the respective statements of operations, of comprehensive income, of changes in shareholders’ equity and of cash flows for the year then ended, as well as a summary of the significant accounting policies and other notes to the financial statements. Management responsibility for the financial statements The Company’s management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the accounting practices adopted in Brazil and of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board - IASB, and in accordance with the accounting practices adopted in Brazil as well as for the internal controls, which they deemed necessary to enable the preparation of these financial statements free of material misstatements, regardless of whether due to fraud or error. Independent auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit, carried out in accordance with Brazilian and International Standards on Auditing. These standards require compliance of ethical requirements by the auditors and that the audit be planned and performed for the purpose of obtaining reasonable assurance that the financial statements are free from material misstatement. 3 An audit involves performing selected procedures to obtain evidence with respect to the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the financial statements, regardless of whether due to fraud or error. In the assessment of these risks, the auditor considers relevant internal controls for the preparation and fair presentation of the Company’s financial statements, in order to plan the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion about the effectiveness of the Company’s internal controls. An audit also includes evaluating the adequacy of the accounting practices used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements taken as a whole. We believe that the audit evidence obtained is sufficient and appropriate for expressing our opinion. Opinion on the individual financial statements In our opinion, the aforementioned individual financial statements present fairly, in all material respects, the financial position of Light S.A. as of December 31, 2010, and of its financial performance and its cash flows for the year then ended, in accordance with accounting practices adopted in Brazil. Opinion on the consolidated financial statements In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Light S.A. as of December 31, 2010, its consolidated financial performance and its cash flows for the financial year then ended, in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board - IASB and accounting practices adopted in Brazil. Emphasis As mentioned in note 2, the individual financial statements were prepared in accordance with accounting practices adopted in Brazil. In the case of Light S.A., these practices differ from the IFRS applicable to the separate financial statements, only with respect to the valuation of investments in subsidiaries, associated companies and joint ventures by the equity accounting method, while for IFRS purposes it would be valued at cost or fair value. Other matters Statements of added value We have also examined the individual and consolidated statements of added value (DVA) for the financial year ended December 31, 2010, which are the responsibility of management, for which presentation is required by the Brazilian Corporation Law for publicly-held companies and presented as supplementary information under IFRS, as these standards do not require the presentation of a Statement of Added Value. These 4 statements were submitted to the same audit procedures previously described and, in our opinion, are presented fairly, in all material respects, in relation to the financial statements taken as a whole. Rio de Janeiro, March 25, 2011 KPMG Auditores Independentes CRC-SP-14.428/O-6-F-RJ Original in Portuguese signed by Vânia Andrade de Souza Accountant CRC-RJ-057.497/O-2 5 FISCAL COUNCIL REPORT The Fiscal Council of LIGHT S.A. in the use of its legal and statutory attributions, according to the provisions of Article 163, Law 6,404/76, reviewed the Management Annual Report, the Financial Statements and the proposal for allocation of profit for the fiscal year ended December 31, 2010, related to parent company and consolidated. Our review of the financial statements mentioned in the previous paragraph was also added by an analysis of documents and substantially by information and clarifications given by Independent Auditors and the Company’s Management to the members of the Fiscal Council. Therefore, also considering KPMG Auditores Independentes unqualified report issued on March 25, 2011, this FISCAL COUNCIL, by unanimous vote of its members, agree that these documents can be submitted for resolution at the Annual Shareholders Meeting. Rio de Janeiro, March 25, 2011. Eduardo Grande Bittencourt Chief Executive Officer Ari Barcelos da Silva Aristóteles Luiz Menezes Vasconcellos Drummond Isabel da Silva Ramos Kemmelmeier Mauricio Wanderley Estanislau da Costa 6 LIGHT S.A. BALANCE SHEETS (In thousands of reais) Notes ASSETS Cash and cash equivalents Marketable Securities Consumers, concessionaires and permissionaires Taxes and contributions Inventories Receivables from swap transactions Dividends receivable Services Prepaid expenses Other receivables 6 7 8 9 12/31/2010 Parent Company 12/31/2009 01/01/2009 Consolidated 12/31/2009 12/31/2010 01/01/2009 38,295 1,080 48,054 146 159 23,860 14,584 774 155,701 175 20,212 40,256 284 236,138 135 167 514,109 11,122 1,338,704 278,885 20,537 59,724 2,114 152,973 760,313 68,059 1,355,854 442,668 14,369 4 46,015 2,381 97,250 548,983 41,143 1,282,855 566,011 18,603 6,671 17,622 1,667 106,669 111,594 191,446 276,980 2,378,168 2,786,913 2,590,224 194 3,356,788 678 - 152 3,513,147 678 - 121 3,421,766 - 296,261 57,908 899,265 469,030 211 225,251 714 7,865 17,586 1,628,893 3,613,772 297,798 40,767 1,115,546 354,784 200,520 1,658 8,725 20,388 1,600,568 3,422,980 292,594 72,807 1,621,104 304,229 4,413 194,200 4,364 26,420 13,615 1,589,779 3,267,632 TOTAL NON-CURRENT ASSETS 3,357,660 3,513,977 3,421,887 7,216,756 7,063,734 7,391,157 TOTAL ASSETS 3,469,254 3,705,423 3,698,867 9,594,924 9,850,647 9,981,381 33 12 TOTAL CURRENT ASSETS Consumers, concessionaires and permissionaires Taxes and contributions Deferred taxes Financial assets from concessions Receivables from swap transactions Escrow deposits Prepaid expenses Other receivables Investments Property, plant and equipment Intangible assets 8 9 10 11 33 12 13 14 15 The notes are an integral part of the financial statements. LIGHT S.A. BALANCE SHEETS (In thousands of reais) Notes LIABILITIES Suppliers Taxes and contributions Loans, financing and financial charges Debentures and financial charges Dividends payable Estimated liabilities Sector charges - consumer contributions Provision for contingencies Post-employment benefits Other liabilities 16 9 17 18 25 19 20 21 22 TOTAL CURRENT LIABILITIES Loans, financing and financial charges Debentures and financial charges Taxes and contributions Deferred taxes Provision for contingencies Post-employment benefits Other Liabilities 17 18 9 20 21 22 TOTAL NON-CURRENT LIABILITIES SHAREHOLDERS' EQUITY Capital stock Capital reserves Recognized granted options Treasury shares Profits reserves Legal reserve Profit retention Proposed additional dividends Equity valuation adjustments Retained earnings/accumulated losses - IFRS TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Parent Company 12/31/2009 12/31/2010 01/01/2009 Consolidated 12/31/2009 12/31/2010 01/01/2009 280 31 136,598 220 1,981 6,348 53 143,647 223 1,524 283 10 231,433 38 1,286 658,421 350,169 165,878 381,332 136,598 45,264 117,218 95,555 236,318 564,181 285,180 197,150 96,412 143,647 52,374 110,791 95,044 236,028 486,204 230,461 116,799 61,523 231,433 57,843 126,733 2,237 87,744 304,998 139,110 151,795 233,050 2,186,753 1,780,807 1,705,975 - - - 1,197,500 727,891 177,699 275,755 551,897 920,630 226,655 1,006,204 1,165,759 303,585 301,230 669,353 861,386 208,695 1,046,550 945,549 324,743 341,113 993,883 944,417 213,334 - - - 4,078,027 4,516,212 4,809,589 2,225,822 2,225,822 2,225,819 2,225,822 2,225,822 2,225,819 - 34,406 (6,361) 22,459 - - 34,406 (6,361) 22,459 - 162,756 37,669 409,795 494,102 3,330,144 133,999 499,188 288,693 518,761 (140,880) 3,553,628 103,757 451,669 268,205 546,978 (153,070) 3,465,817 162,756 233,083 214,381 494,102 3,330,144 133,999 499,188 288,693 518,761 (140,880) 3,553,628 103,757 451,669 268,205 546,978 (153,070) 3,465,817 24 3,469,254 3,705,423 3,698,867 9,594,924 9,850,647 9,981,381 The notes are an integral part of the financial statements. 7 LIGHT S.A. INCOME STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 Notes NET OPERATING REVENUE 28 COST OF OPERATIONS GROSS PROFIT 01/01/2010 to 12/31/2010 Parent Company 01/01/2009 to 12/31/2009 01/01/2010 to 12/31/2010 Consolidated 01/01/2009 to 12/31/2009 - - 6,508,584 6,206,897 - - (4,633,841) (4,419,050) - 1,874,743 1,787,847 - Operating expenses (6,772) (56,701) (632,730) (742,006) OPERATING INCOME (6,772) (56,701) 1,242,013 1,045,841 2,528 1,282 (319,394) (84,929) 2,593 1,598 173,223 186,745 (492,617) (271,674) FINANCIAL RESULT Revenues 32 Expenses 32 EQUITY IN THE EARNINGS OF SUBSIDIARIES (65) (316) 579,394 644,223 - - NET INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION 575,150 588,804 922,619 960,912 Current income tax and social contribution 10 - - (103,482) (168,994) Deferred income tax and social contribution 10 - - (243,987) (203,114) 575,150 588,804 575,150 588,804 NET INCOME FOR THE YEAR Basic and diluted earnings per Share No. of shares, Ex-Treasury 27 2.82000 2.88700 203,934,060 203,934,060 The notes are an integral part of the financial statements. LIGHT - S.A. CASH FLOW STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2010 AND 2009 ( In thousands of reais ) Parent Company 01/01/2010 to 12/31/2010 01/01/2009 to 12/31/2009 Cash flows from operating activities Net income before income tax and social contribution Adjustments of expenses (revenues) not affecting cash Allowance for doubtful accounts Depreciation and amortization Amortization of intangible assets Share-based payments Loss (gain) from the sale of intangible assets / Residual value of derecognized property, plant and equipment Exchange losses (gains) from financial activities Restatement of contingencies Adjustment of receivables to present value Interest expenses on loans Charges and monetary variation on post-employment liabilities Provision for / (Reversal of ) contingencies - liabilities Equity in the earnings of subsidiaries Other (Increase)/decrease in assets Marketable securities Consumers, concessionaires and permissionaires Taxes and contributions Inventories Receivables from services rendered Prepaid Expenses Escrow deposits Dividends Other Increase/(decrease) in liabilities Suppliers Estimated liabilities Taxes and contributions Sector charges - consumer contributions Contingencies Post-employment benefits Other liabilities Interests paid Income tax and social contribution paid Consolidated 01/01/2010 to 12/31/2010 01/01/2009 to 12/31/2009 575,150 588,804 922,619 960,912 (579,394) - 51,673 (644,223) - 254,785 80,714 272,157 (3,983) (8,024) 44,498 259,764 158,886 (42,039) 10,654 246,311 83,912 258,700 51,673 (11,807) (55,551) 45,035 (11,831) 260,666 18,188 109,142 13,351 (306) (146) 16 (42) 864,490 (3,648) (490) (40) 669,368 (20,045) 56,937 (236,098) (37,865) (6,168) (13,709) 1,211 (24,731) (55,070) (26,916) (312,683) 31,971 4,234 (28,393) 1,992 (6,320) 38,194 (6,068) (4) (22) 320 6,065 184 43 (168) 94,240 (7,108) 64,989 (4,227) (119,915) (99,131) 20,156 30,402 (5,469) 54,719 (29,293) (76,320) (93,919) (73,609) - - (252,980) (98,042) (261,514) (161,228) Net cash provided by operating activities 850,346 651,171 Cash flows from investment activities Share acquisition Receivables related to shares Receivables from the sale of property, plant and equipment Receivables from the sale of financial asset / investment Capital increase - mergers Acquisition of property, plant and equipment Acquisition of intangible assets Consumer contributions Acquisition of financial assets (concession) Additions to/acquisition of investment Net cash used in investment activities (45,352) 61,625 (47,564) (31,291) (117,201) 71,114 (36,388) (82,475) (45,352) 61,625 15,595 2,802 (141,317) (491,021) 24,604 (114,646) (3,976) (691,686) (117,201) 71,114 32,408 3 (100,790) (456,057) 31,649 (54,707) (6,773) (600,354) (795,344) (795,344) (594,368) (594,368) (795,344) 1,094,845 (1,086,539) (787,038) (594,368) 579,440 (227,937) (242,865) Increase (decrease) in cash and cash equivalents 23,711 (25,672) (246,204) 211,330 Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Changes in cash and cash equivalents 14,584 38,295 23,711 40,256 14,584 (25,672) 760,313 514,109 (246,204) 548,983 760,313 211,330 Cash flows from financing activities Dividends and interest on equity paid Loans and financing Amortization of loans and financing Net cash used in financing activities 1,232,520 1,054,549 The notes are an integral part of the financial statements. 8 LIGHT - S.A. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - Consolidated YEARS ENDED DECEMBER 31, 2010 AND 2009 ( In thousands of reais) PROFIT RESERVES CAPITAL STOCK 2,225,819 BALANCE ON 01/01/2009 Realization of equit valuation adjustment Capital increase Recognized granted options Exercised granted options Treasury Shares Dividends paid - profit reserves Payment of proposed additional dividends Net income for the year Allocation of net income for the year: Legal reserve Proposed dividends Proposed additional dividends Profit retention reserve 3 - BALANCE ON 12/31/2009 Realization of equity valuation adjustment Loss absorption – adjustment to 1st time adoption of IFRS Exercised granted options Derecognition of treasury shares Transfer of unexercised options Equity interest related adjustment Dividends paid - profit reserves Payment of proposed additional dividends Net income for the in year Allocation of net income for the year: Legal reserve Proposed dividends Proposed additional dividends Profit retention reserve BALANCE ON 12/31/2010 CAPITAL RESERVES 22,459 TREASURY SHARES - 51,673 (39,726) - LEGAL RESERVE 103,757 (6,361) - - (94,730) - (268,205) - 30,242 - 142,249 288,693 - 133,999 499,188 288,693 EQUITY VALUATION ADJUSTMENTS 546,978 RETAINED EARNINGS / (ACCUMULATED)LOSSES (153,070) (28,217) - TOTAL 3,465,817 28,217 588,804 3 51,673 (39,726) (6,361) (94,730) (268,205) 588,804 - (30,242) (143,647) (288,693) (142,249) (143,647) - 518,761 (140,880) - - 2,225,822 34,406 (6,361) - (12,243) (6,361) (15,802) - 6,361 - - (114,319) 15,802 (363,002) - (288,693) - (24,659) - 24,659 114,319 1,902 575,150 (12,243) 1,902 (363,002) (288,693) 575,150 - - - 28,757 - 195,414 214,381 - - (28,757) (136,598) (214,381) (195,414) (136,598) - - - 162,756 233,083 214,381 2,225,822 - PROPOSED ADDITIONAL ADIVIDENDS 268,205 PROFIT RETENTION 451,669 494,102 - 3,553,628 3,330,144 The notes are an integral part of the financial statements. LIGHT - S.A. STATEMENTS OF ADDED VALUE FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 ( In thousands of reais ) Parent Company Consolidated 01/01/2010 to 12/31/2010 01/01/2009 to 12/31/2009 - - 9,582,206 9,008,554 Sales of goods, products and services - - 9,836,991 9,254,630 Other revenues - - Allowance/Reversal of allowance for doubtful accounts - - (3,060) - Revenues Input acquired from third parties Costs of Products, Goods and Services Sold Material – Energy – third-party services – Other Gross added value Retentions Depreciation, amortization and depletion Net added value produced Added value received in transfers 01/01/2010 to 12/31/2010 - 01/01/2009 to 12/31/2009 - (254,785) (246,076) (2,010) (4,318,036) (4,277,406) - (3,392,464) (3,060) (2,010) (3,060) (2,010) (925,572) - - (352,462) - - (352,462) (3,060) (2,010) 5,264,170 (3,322,637) (954,769) 4,731,148 (307,957) (307,957) 4,911,708 4,423,191 173,223 186,745 581,987 645,821 579,394 644,223 2,593 1,598 173,223 186,745 Total added value to distribute 578,927 643,811 5,084,931 4,609,936 Distribution of added value 578,927 643,811 5,084,931 4,609,936 3,492 54,511 231,752 236,764 3,182 54,293 156,253 175,273 Benefits 179 166 31,257 35,364 Government Severance Fund for Employees (FGTS) 131 49 15,393 Other - 3 28,849 5,539 233 451 3,746,405 3,480,428 Federal 233 451 1,517,026 1,392,026 State - - 2,220,013 2,081,205 Municipal - - 9,366 7,197 52 45 531,624 303,940 50 30 475,835 265,265 15 34,630 22,960 Equity in the earnings of subsidiaries Financial income Personnel Direct remuneration Taxes, fees and contributions Third party capital remuneration Interest Rental Other Remuneration of own capital 2 - - - - 20,588 21,159 15,715 575,150 588,804 575,150 588,804 Dividends 350,979 432,340 350,979 432,340 Retained earnings / accumulated losses for the year 224,171 156,464 224,171 156,464 The notes are an integral part of the financial statements. 9 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 1. OPERATIONS The corporate purpose of Light S.A. (Company) and its subsidiaries, headquartered in the City and State of Rio de Janeiro, is to hold equity interests in other companies, as partner or shareholder, and is involved in the direct or indirect exploitation, as applicable, of electric power services, including electric power generation, transmission, sale and distribution systems, as well as other related services. The Company is listed in the New Market (Novo Mercado) of the São Paulo Stock Exchange (BM&F Bovespa – under LIGT3). Light S.A. is a direct parent company of the following companies: Light Serviços de Eletricidade S.A. (Light SESA) - Publicly-held corporation engaged in the distribution of electric power, with a concession area comprising 31 cities in the State of Rio de Janeiro, including its capital. Light Energia S.A. - (Light Energia) - Privately-held corporation, headquartered in the city of Rio de Janeiro, whose main activity is to study, plan, construct, operate and exploit systems of electric power generation, transmission and sales, and related services. It comprises the Pereira Passos, Nilo Peçanha, Ilha dos Pombos, Santa Branca and Fontes Novas plants, with a total installed capacity of 855 MW. Light Energia holds interest in the following subsidiaries: Central Eólica São Judas Tadeu Ltda. - Company at a pre-operating stage whose main activity is the generation and sale of electric power through an wind power plant located in the state of Ceará, with an 18 MW nominal power. Central Eólica Fontainha Ltda. - Company at a pre-operating stage whose main activity is the generation and sale of electric through an wind power plant located in the state of Ceará, with an 16 MW nominal power. Light Esco Prestação de Serviços S.A. - (Light Esco) – Privately-held corporation , headquartered in the city of Rio de Janeiro, whose main activity is the purchase, sale, import, export and provision of advisory services in the energy sector. Lightcom Comercializadora de Energia S.A. (Lightcom) – Privately-held corporation, headquartered in the city of São Paulo, whose purpose is the purchase, sale, import, export and provision of advisory services in the energy sector. Itaocara Energia Ltda. - (Itaocara Energia) – Company in the pre-operating stage, primarily engaged in the execution of project, construction, installation, operation and exploration of electric power generation plants. Lighthidro Ltda. (Light Hidro) – Company in the pre-operating stage that participate in auctions for concession, authorization and permission for new plants. 10 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Instituto Light para o Desenvolvimento Urbano e Social (Light Institute) – Non-profit private limited company, engaged in participating in social and cultural projects, with interest in the cities’ economic and social development, affirming the Company’s ability to be socially responsible. The subsidiaries jointly-controlled by the Company are: Lightger S.A. (Lightger) - Company in the pre-operating stage that participate in auctions for concession, authorization and permission for new plants. On December 24, 2008, Lightger obtained the installation license that authorizes the start of implementation works of Paracambi small hydroelectric power plant (PCH). Jointly-controlled by Light S.A (51%) and Companhia Energética de Minas Gerais - CEMIG (49%). Axxiom Soluções Tecnológicas S.A. (Axxiom) – Privately-held corporation, headquartered in the city of Belo Horizonte, state of Minas Gerais, whose purpose is to offer technology solutions and systems for operating management of public utilities companies, including electric power, gas, water and sewage, in addition to other public utilities. It is jointly controlled by Light S.A (51%) and Companhia Energética de Minas Gerais - CEMIG (49%). Grupo Light’s concessions and authorizations: Concessions / Authorizations Generation, transmission and distribution PCH Paracambi Itaocara Hydroelectric Plant Date of Signature Jul/1996 Feb/2001 Mar/2001 Maturity Date Jun/2026 Feb/2031 Mar/2036 11 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 2. PRESENTATION OF THE FINANCIAL STATEMENTS a) Declaration of compliance (regarding the IFRS and the accounting standards issued by the Brazilian Committee on Accounting Pronouncements (CPC) The financial statements herein include: Consolidated Financial Statements The consolidated financial statements were prepared according to the International Financial Reporting Standards ( IFRS) issued by the International Accounting Standards Board (IASB) and also according to accounting practices adopted in Brazil (BR GAAP). In the initial financial statements following the IFRS, in January 1st, 2009, the Company assessed the mandatory exceptions and optional exemptions presented in IFRS 1 and CPC 37, and presented such effects in Note 3. Individual Financial Statements The individual financial statements are presented according to the accounting practices adopted in Brazil, in compliance with the provisions of the Corporation Law, and comprise the changes introduced by Laws no. 11,638/07 and 11,941/09, complemented by new pronouncements, interpretations and guidance from CPC, issued in 2009 and 2010, approved by CFC Resolutions, and in accordance with CVM rules. Pronouncements, interpretations and guidance by CPC, approved by CFC Resolutions and CVM rules, are convergent with the international accounting standards issued by IASB. These standards are different from the IFRS applicable to individual financial statements due to the evaluation of investments in subsidiaries by the equity method in BR GAAP, whilst for IFRS purposes, it would be calculated at cost or fair value. However, there is no difference between the consolidated shareholders’ equity and result of operations attributable to the controlling shareholders, presented by the Company, and the shareholders’ equity and result of operations of the parent Company presented in its individual financial statements. Therefore, the consolidated financial statements and the individual financial statements of the parent Company are being presented side-by-side in a sole set of financial statements. The Company did not calculate comprehensive income, which is the reason why it is not presenting the Comprehensive Income Statement. These are the first consolidated financial statements prepared according to the IFRS in which the CPC 37 was applied. 12 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Financial Statements 2009 Until December 31st, 2009, the Company presented its individual and consolidated financial statements according to the accounting standards adopted in Brazil, which comprised the changes introduced by the Laws no. 11,638/07 and 11,941/09 (Provisional Measure nº 449/2008 - MP no. 449/2008), complemented by the pronouncements of the Accounting Pronouncements Committee – CPC, approved by resolutions of the Federal Accounting Council – CFC and rules of the Securities Commission – CVM until December 31st, 2008. As established in the CVM Deliberation no. 609/2009 (CPC 37 – Initial Adoption of International Accounting Standards), the international standards were retroactively implemented at January 1st, 2009. Therefore, the financial statements originally disclosed were adjusted and are presented according to the international accounting standards. The authorization to conclude these financial standards was given by the Board of Directors at March 25th, 2011. b) Basis of measurement The financial statements were prepared based at historical cost, except for the following items: Financial instruments measured by fair value through the profit and loss; The defined benefit actuarial asset is recognized as the net total of plan assets, adding the unrecognized past service cost and unrecognized actuarial losses, deducing the unrecognized actuarial gains and the present value of the defined benefit liability; and Fixed assets of the generation plants, measured at fair value as deemed cost. c) Functional currency and presentation currency The financial statements are presented in thousands of reais, which is the functional currency of the Company, except when otherwise indicated, including the explanatory notes. 13 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) d) Use of estimates and judgement The preparation of the financial statements according to the IFRS and CPC standards demand the Management to make certain judgements, estimates and premises that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. Estimates and premises are continuously reviewed. Reviews regarding accounting estimates are recognized in the period when the estimates are effectively reviewed and in any affected future periods. Information about premises and estimates that may result in adjustments within the next financial year are included in the following Notes: Note 10 – Deferred income tax and social contribution Note 20 – Contingencies Note 21 – Post Employment Benefits Note 28 – Detail of the net operating revenue (unbilled sales) 3. INITIAL ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS The approval of the Laws no. 11,638/07 and 11,941/09 started for publicly-held companies the convergence process with international accounting standards, through issuance, by CPC, and approval by Brazilian accounting regulating bodies, of several accounting pronoucements, interpretations and guidance, in two steps: the first step, developed and applied in 2008, with the adoption of the technical pronouncements CPC 00 to 14 (the latter revoked since 2010) and the second step, with issuance, in 2009, of the technical pronouncements CPC 15 to 43 (except for CPC 34), with mandatory adoption in 2010, with retroactive effects to 2009 for comparability purposes. The financial statements for the year ended at December 31st, 2010, will be the first presented according to these accounting pronouncements and according to the IFRS. The Company prepared its transition opening balance sheet in January 1st, 2009. a) Exemptions adopted The Company has chosen to apply the following exemptions regarding retroactive application: Exemption of fair value as deemed cost: Light Energia chose to measure fixed asset items by fair value in January 1st, 2009. Exemption of business combinations: The Company did not restated the business combinations occurred before January 1st, 2009, which is the transition date. Exemption related to retroactive application of ICPC 01: the Company considered unfeasible to remeasure, individually, the assets comprising the infrastructure used in the concession of public service in its acquisition dates, choosing the residual value 14 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) method to measure: (i) intangible assets, corresponding to the estimated part of investments made, which shall be amortized until the end of the concession and (ii) financial assets corresponding to the unconditional contractual right to receive cash or other financial asset of the grantor for the construction services performed and not amortized until the end of the concession. b) Reconciliation of the adoption of the CPCs issued in 2009 and 2010 in the transition date and reclassifications taken into effect: Opening balance sheet in January 1st, 2009: Published on 12/31/2008 Consolidated INITIAL ADOPTION IFRS Reclassifications Adjustments Restated 01/01/2009 CURRENT ASSETS Cash and cash equivalents Marketable securities Cash and cash equivalents Consumers, concessionaires and permissionaires Recoverable taxes Taxes and contributions Inventories Receivables from swap transactions Dividends receivable Services provided Prepaid expenses Other receivables 590,126 1,350,832 836,504 18,603 6,671 57,500 383,291 107,879 548,983 41,143 (590,126) (836,504) 566,011 (52,888) (1,210) (67,977) 13,010 (381,624) - 548,983 41,143 1,282,855 566,011 18,603 6,671 17,622 1,667 106,669 TOTAL CURRENT 3,351,406 (324,591) (436,591) 2,590,224 NON-CURRENT Consumers, concessionaires and permissionaires Recoverable taxes Taxes and contributions Deferred taxes Financial assets from concessions Receivables Escrow deposits Prepaid expenses Other receivables Investments Property, plant and equipment Intangible assets 292,594 1,109,566 4,413 194,200 129,435 26,420 13,615 4,059,358 280,958 (1,109,566) 72,807 1,307,252 304,229 (3,290,903) 2,986,674 313,852 (125,071) 821,324 - 292,594 72,807 1,621,104 304,229 4,413 194,200 4,364 26,420 13,615 1,589,779 3,267,632 TOTAL NON-CURRENT 6,110,559 270,493 1,010,105 7,391,157 TOTAL ASSETS 9,461,965 (54,098) 573,514 9,981,381 15 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Published on 12/31/2008 CURRENT LIABILITIES Suppliers Payroll Taxes Taxes and contributions Loans, financing and charges Debentures and charges Dividends payable Estimated liabilities Sector charges Prosvision for contingencies Post-employment benefits Other liabilities Consolidated INITIAL ADOPTION IFRS Reclassifications Adjustments Restated 01/01/2009 486,204 2,791 230,461 116,799 61,523 499,638 55,052 126,733 2,237 87,744 519,757 (230,461) 230,461 (54,098) (268,205) (160,661) 486,204 2,791 230,461 116,799 61,523 231,433 55,052 126,733 2,237 87,744 304,998 TOTAL CURRENT 2,188,939 (54,098) (428,866) 1,705,975 NON-CURRENT Loans, financing and charges Debentures and charges Taxes Taxes and contributions Deferred taxes Prosvision for contingencies Post-employment benefits Other liabilities 1,046,550 945,549 324,743 998,460 944,417 209,603 (324,743) 324,743 - 341,113 (4,577) 3,731 1,046,550 945,549 324,743 341,113 993,883 944,417 213,334 TOTAL NON-CURRENT 4,469,322 - 340,267 4,809,589 2,225,819 - - 2,225,819 22,459 - - 22,459 103,757 451,669 2,803,704 - 546,978 115,135 662,113 103,757 451,669 546,978 115,135 3,465,817 573,514 9,981,381 SHAREHOLDERS' EQUITY Capital stock Capital reserves Recognized granted options Profit reserve Legal reserve Profit retention Equity valuation adjustments Retained earnings/accumulated losses TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES 9,461,965 (54,098) 16 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Balance sheet in the year ended at December 31st, 2009: Published in 2009 Consolidated INITIAL ADOPTION IFRS Reclassifications Adjustments Restated 2009 CURRENT ASSETS Cash and cash equivalents Marketable Securities Cash and cash equivalents Consumers, concessionaires and permissionaires Recoverable taxes Taxes and contributions Inventories Receivables from swap transactions Dividends receivable Services provided Prepaid expenses Other receivables 828,372 1,362,365 675,881 14,369 4 131,902 260,502 100,016 760,313 68,059 (828,372) (675,881) 442,668 (98,897) (2,766) (6,511) 13,010 (258,121) - 760,313 68,059 1,355,854 442,668 14,369 4 46,015 2,381 97,250 TOTAL CURRENT 3,373,411 (334,876) (251,622) 2,786,913 NON-CURRENT Consumers, concessionaires and permissionaires Recoverable taxes Taxes and contributions Deferred taxes Financial assets from concessions Escrow deposits Prepaid expenses Other receivables Investments Property, plant and equipment Intangible assets 297,798 820,843 200,520 37,779 8,725 20,388 4,319,087 281,608 (820,843) 40,767 1,013,289 354,784 (3,496,156) 3,141,372 102,257 (36,121) 777,637 - 297,798 40,767 1,115,546 354,784 200,520 1,658 8,725 20,388 1,600,568 3,422,980 TOTAL NON-CURRENT 5,986,748 233,213 843,773 7,063,734 TOTAL ASSETS 9,360,159 (101,663) 592,151 9,850,647 17 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Published in 2009 CURRENT LIABILITIES Suppliers Payroll Taxes Taxes and contributions Loans, financing and charges Debentures and charges Dividends payable Estimated liabilities Sector charges Provision for contingencies Post-employment benefits Other liabilities Consolidated INITIAL ADOPTION IFRS Reclassifications Adjustments Restated 2009 564,181 3,338 285,180 197,150 96,412 432,340 49,036 110,791 95,044 377,471 (285,180) 285,180 (101,663) (288,693) (39,780) 564,181 3,338 285,180 197,150 96,412 143,647 49,036 110,791 95,044 236,028 TOTAL CURRENT 2,210,943 (101,663) (328,473) 1,780,807 NON-CURRENT Loans, financing and charges Debentures and charges Taxes Taxes and contributions Deferred taxes Dividends payable Provision for contingencies Post-employment benefits Other liabilities 1,006,204 1,165,759 303,585 673,930 861,386 251,298 (303,585) 303,585 - 301,230 (4,577) (42,603) 1,006,204 1,165,759 303,585 301,230 669,353 861,386 208,695 TOTAL NON-CURRENT 4,262,162 - 254,050 4,516,212 2,225,822 - - 2,225,822 34,406 (6,361) - - 34,406 (6,361) 133,999 499,188 - - 518,761 147,813 133,999 499,188 518,761 147,813 TOTAL SHAREHOLDERS' EQUITY 2,887,054 - 666,574 3,553,628 TOTAL LIABILITIES 9,360,159 592,151 9,850,647 SHAREHOLDERS' EQUITY Capital stock Capital reserves Recognized granted options Treasury shares Profits reserve Legal reserve Profit retention Equit valuation adjustments Retained ernings/accumulated losses (101,663) 18 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Income statement for the year ended at December 31st, 2009: Consolidated INITIAL ADOPTION IFRS Published 2009 REVENUES DEDUCTIONS OF REVENUES Reclassification Restated 2009 Adjustments 8,641,045 - 613,585 9,254,630 (3,208,739) - 161,006 (3,047,733) 5,432,306 - 774,591 6,206,897 (3,819,422) - (599,628) (4,419,050) GROSS PROFIT 1,612,884 - 174,963 1,787,847 OPERATING EXPENSES (736,994) - (5,012) (742,006) General and administrative expenses (427,904) - - (427,904) Selling expenses (322,389) - - (322,389) 38,144 - - 38,144 Other operating expenses (24,845) - (5,012) (29,857) OPERATING INCOME 875,890 - 169,951 1,045,841 (70,663) - NET REVENUE COST OF OPERATIONS Other operating income FINANCIAL INCOME (14,266) (84,929) Revenues 201,864 (15,119) 186,745 Expenses (272,527) 853 (271,674) - - - - 805,227 - 155,685 960,912 Current income tax and social contribution (168,994) - Deferred income tax and social contribution (31,402) - (171,712) (203,114) 604,831 - (16,027) 588,804 EQUITY IN THE EARNINGS OF SUBSIDIARIES NET INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION NET INCOME FOR THE YEAR - (168,994) Table with the effects of the adjustments arising from the adoption of the issued CPCs in the Shareholders’ Equity at January 1 st, 2009 and at December 31st, 2009, and in the Net Income of 2009, with notes thereto: Parent Company 12/31/2009 01/01/2009 Balance before the adoption of the new practices Shareholders Equity Net Income Shareholders Equity 2,887,054 604,831 2,803,704 Investiments (*) Equity method (*) Dividends above the mandatory minimum (6) Regulatory assets and liabilities (1) Fair value as deemed cost (4) Pre-operational expenses (9) Other (9) Deferred income tax and social contribution (5) 666,574 - Total of adjustments 666,574 Balance after the adoption of the new practices - 3,553,628 Consolidated 12/31/2009 01/01/2009 Shareholders Shareholders Equity Net Income Equity 2,887,054 604,831 2,803,704 (16,027) - 662,113 - 288,693 (205,095) 786,000 (8,364) 4,312 (198,972) 199,512 (42,754) (934) (140) (171,711) 268,205 (404,607) 828,754 (7,430) 4,452 (27,261) (16,027) 662,113 666,574 (16,027) 662,113 3,465,817 3,553,628 588,804 588,804 3,465,817 (*) Reflex effect of subsidiaries in the parent company 19 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Description of the main adjustments arising from the new accounting pronouncements which affected the financial statements of the Company: (1) Framework of the preparation and presentation of the financial statements (CPC Framework): This pronouncement establishes, among other concepts, the basis for recognition of assets, liabilities, revenues and expenses. The differences between the estimated amounts included in the calculation of the electricity tariff and those effectively incurred by the Company, recognized before applying the new CPCs as regulatory assets and liabilities are not, according to this pronouncement, recognized in the balance sheet since they do not fit in the definition of assets and/or liabilities. Therefore, the balances of regulatory assets and liabilities accounted for before the date of initial adoption of the new CPCs were recorded against retained earning and in the income statement of the years 2009 and 2010, according to the competence period. (2) CPC 25 – Provisions, Contingent Liabilities and Contingent Assets: The objective of this pronouncement is to set forth the application of adequate recognition criteria and basis of measurement to provisions, contingent liabilities and assets, as well as the disclosure of sufficient information in the explanatory notes. According to this pronouncement, the amount recognized as provision must be the best estimate of the demanded disbursement to settle the present liability in the date of the balance sheet. The best estimate of the demanded disbursement to settle the present liability is the amount the Company would reasonably pay to settle the liability in the date of the balance sheet or to transfer it to a third party at this moment. Considering that the amounts recognized in the account “Services Rendered” related to the expenditures incurred in the Research and Development (R&D) and Energy Efficiency Programs (EEP) represent amounts effectively disbursed by the Company, reducing, therefore, the remaining total amount the Company shall disburse in expenditures of this nature, such amounts were written off against the provision account in Liabilities, so that they come to represent solely the remaining total amount to be disbursed for EEP and R&D. (3) CPC 26 – Presentation of the Financial Statements: The objective of this Pronouncement is to define the basis for the presentation of the financial statements and to assure their comparability, either with previous periods for the same entity, or with the financial statements of other entities. In this scenario, this Pronouncement establishes general requirements to the presentation of financial statements, guidelines for their structure and minimal content requirements. Deferred income tax and social contribution expected to be realized within twelve months after the presentation of the financial statements were accounted for in current assets, as provided in the Instruction CVM 371/2002. In compliance with CPC 26, these deferred taxes are now fully accounted for in non-current assets/liabilities. (4) CPC 27 – Fixed Assets: The objective of this Pronouncement is to establish the accounting procedures regarding fixed assets, in order to allow users of financial statements to understand information about investments of the entity in its fixed assets, as well as its changes. The main points to be considered in accounting for fixed assets are asset recognition, establishing their accounting values and depreciation values and devaluation losses to be recognized thereto. 20 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) In compliance with the guidelines provided in the pronouncements related to this matter, the subsidiary Light Energia has adopted fair value as the deemed cost deemed for the fixed assets of the plants that presented their book value substantially lower than their fair value. This procedure was encouraged by CPC, through ICPC 10 (Clearance about CPC 27 and CPC 28) and by CVM and the Company believes it represents the adoption of the best corporate governance practices in the preparation of financial statements. The fair value adjustment of the asset, in the amount of R$828,754 had, as its counterpart, the shareholders’ equity account denominated “Equity Valuation Adjustments”, net of deferred income tax and social contribution of R$281,776. Depreciation over the referred adjustment shall neither affect the income tax and social contribution calculation basis, nor the basis of dividend distribution. The Company maintained the useful lives of its assets used so far, since they are estimated and set by ANEEL and are used in the industry and accepted as adequate by the market, being such procedure supported by OCPC 05 (Guidelines on Concession Contracts). (5) CPC 32 – Taxes on Income: The objective of this pronouncement is to set forth accounting procedures related to taxes on income. It is about current and deferred assets and liabilities related to taxes on income. It demands the recognition of deferred tax liabilities for all taxable temporary differences between tax base and accounting base in the balance sheet, except in certain specific cases For purposes of recognizing deductable temporary differences between tax basis and book basis in the balance sheet, or recognizing tax losses and recoverable tax credits, the pronouncement binds the recognition to the probable existence of taxable profit, against which the deductable temporary difference and/or recoverable loss may be realized. Due to the fact that the adjustments to adopt international standards have impact on the Shareholders' Equity and the Income Statement previously used as calculation basis of the taxes on income, it is necessary to recognize Deferred Income Tax (asset or liability) at the rate of 34% on the IFRS/CPC adjustments. For purposes of the accounting standards used by the Company (BR GAAP), a provision for non-recoverable deferred income tax assets was recognized, which was reversed throughout the fiscal year ended at December 31st, 2009. However, the adjustment mentioned should had been recognized in previous years, which is the reason why there was a write-off of revenues against retained earnings in the fiscal year ended at December 31st, 2009. (6) ICPC 08 – Accounting for the Proposal of Payment of Dividends: The Pronouncement provides that dividends in an amount above the minimum mandatory dividend established by Law, not yet approved in a general meeting, shall be presented and disclosed in shareholders’ equity. According to previous accounting standards, these additional dividends above the minimum statutory dividend were deduced from shareholders’ equity and recognized in liabilities. (7) ICPC 01 – Concession Contracts: This Interpretation provides that, since it is considered that the concessionary does not control underlying assets, concession infrastructure (including electricity) can not be recorded as fixed assets, being then recorded according to one of the accounting models presented in the Interpretation, depending on the type of committment regarding concessionary remuneration assumed before the grantor, according to the contract 21 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) established between the parties, which is the financial asset model, the intangible asset model and the branched model. The branched model is applied in distribution of electricity, due to the fact that the companies in this segment are remunerated (i) by the Granting Authority, regarding the residual value of the infrastructure at the end of the concession contract (financial asset of the concession) and (ii) by users, for the part that is attributable to them for construction services and for electricity supplying services (intangible assets). (8) CPCs 38, 39 and 40 – Financial Instruments All rules and interpretations currently in force and applicable to the Company were adopted in 2010, as follows: Changes to IFRS 7 Financial Instruments: The objective of this change is basically to improve its disclosure requirements. It increases disclosure requirements for fair value measurement, liquidity risk, market risk, credit risk and any other significant risk. Changes to IFRS 7 regarding fair value hierarchy: This change establishes fair value hierarchy division regarding financial instruments. Hierarchy prioritizes unadjusted quoted prices in an active market related to financial assets or liabilities classified as Level 1. There are three types of levels of fair value classification related to financial instruments, as follows: Level 1 – Data coming from the active market (unadjusted quoted price), in order to make possible daily access, including in the date of the fair value measurement. Level 2 – Other data, different from those coming from the active market (unadjusted quoted price) included in Level 1, extracted from the price model based on observable market data. Level 3 – Data extracted from the pricing model based on non-observable market data. Additionaly to the issues described above, the Company improving its Financial Statements, for disclosure purposes, and started to present the following information: Earnings per share, as required by CPC 41 and IAS 33 (Earnings per share), presented in Note 28; Segment information, as required by CPC 22 and IFRS 8 (Operating Segments), presented in Note 39. (9) Additionally, adjusting the financial statements at the transition date and at December 31st, 2009, the Company reclassified, for better disclosure, cash balances, presenting them as cash and cash equivalents and securities and recognized an adjustment of the effects of the reversal of deferred tax liabilities in the opening balance. 22 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) c) Presenting again the 2010 ITRs, comparably with those from 2009, equally adjusted to the standards adopted in 2010. In compliance with CVM Deliberation no. 656, of January 25th, 2011, the Company presents below the effects in the income statement and in shareholders’ equity, in the quarters ended in 03/31/2009, 06/30/2009, 09/30/2009, 03/31/2010, 06/30/2010 and 09/30/2010, arising from full adoption of the 2010 standards. 3/31/2010 Balance before the adoption of the new practices Pre-operational expenses Investiment Regulatory assets and liabilities Fair value as deemed cost Equity method Income tax and differed social contribution Balance after the adoption of the new practices Shareholders Equity 3/31/2009 Net Income Shareholders Equity 2,995,361 120,550 479,260 - 104,229 - 479,260 3,474,621 3/31/2010 Net Income Net Income Shareholders Equity 2,981,969 168,288 2,995,361 120,550 2,981,969 298,907 - 26,400 - (8,519) (37,660) 776,720 (251,280) (153) 167,435 (9,280) (53,773) (7,734) (354,477) 819,085 (157,967) (304) 50,130 (9,669) (13,757) 104,229 298,907 26,400 479,260 104,229 298,907 26,400 224,779 3,280,876 194,688 3,474,621 224,779 3,280,876 194,688 Parent Company 06/30/2010 06/30/2009 Shareholders Shareholders Equity Net Income Equity Net Income Balance before the adoption of the new practices Pre-operational expenses Investiments Regulatory assets and liabilities Fair value as deemed cost Equity method Deferred income tax and social contribution Balance after the adoption of the new practices Pre-operational expenses Investiments Regulatory assets and liabilities Fair value as deemed cost Equity method Deferred income tax and social contribution Balance after the adoption of the new practices Net Income 168,288 Consolidated 06/30/2010 06/30/2009 Shareholders Shareholders Net Equity Net Income Equity Income 3,093,636 218,825 3,113,477 289,725 518,638 - 143,607 - 347,663 - 75,156 - (8,696) 31,792 767,199 (271,657) (330) 236,887 (18,801) (74,149) (7,924) (270,648) 809,416 (183,181) (494) 133,959 (19,338) (38,971) 518,638 143,607 347,663 75,156 518,638 143,607 347,663 75,156 3,612,274 362,432 3,461,140 364,881 3,612,274 362,432 3,461,140 364,881 Parent Company 09/30/2010 09/30/2009 Shareholders Shareholders Equity Net Income Equity Net Income Balance before the adoption of the new practices 3/31/2009 Shareholders Equity 3,093,636 218,825 3,113,477 289,725 Consolidated 09/30/2010 09/30/2009 Shareholders Shareholders Net Equity Net Income Equity Income 2,861,911 350,102 3,191,030 357,115 2,861,911 350,102 3,191,030 357,115 548,323 - 173,292 - 352,897 - 80,390 - (8,839) 86,267 757,918 (287,023) (472) 291,362 (28,082) (89,515) (8,006) (252,925) 799,747 (185,919) (575) 151,682 (29,007) (41,710) 548,323 173,292 352,897 80,390 548,323 173,292 352,897 80,390 3,410,234 523,394 3,543,927 437,505 3,410,234 523,394 3,543,927 437,505 Regarding these information, the independent auditors applied the special review procedures, according to CVM requirements for Quarterly Information (NPA 06, from IBRACON), not being, therefore, audited. 4. SUMMARY OF ACCOUNTING PRACTICES The accounting policies described in details below have been applied consistently to all periods presented in these financial statements and in the preparation of the opening balance sheet in January 23 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 1st, 2009, with the purpose of transitioning to IFRS and CPC standards. a) Financial instruments: All financial instruments were recorded in the balance sheet of the Company, both in assets and liabilities, and are initially measured at fair value when applicable and after initial recognition, according to their classification. Non derivative financial assets – Include financial investments, cash and cash equivalents, marketable securities, concessionaires and permissionaires, financial concession assets and other credits. Receivables and financial concession assets are measured at amortized cost using the effective interest rate method, reduced by occasional losses in recoverable value, when applicable, plus directly attributable transaction costs. Financial investments are measured at fair value through profit and loss. The Company derecognizes a financial asset when the contractual rights to cash flows of the asset expire, or when the Company transfers the rights to receive contractual cash flows over a financial asset in a transaction in which essentially all risks and benefits inherent to the ownership of the financial asset are transferred. Occasional participations created or held by the Company in financial assets are recorded as individual assets or liabilities. Financial assets recorded at fair value – A financial asset is classified at fair value through profit and loss if it is classified as held for trading or is designated as such at the moment of its initial recording. Financial instruments are designated as fair value through profit and loss if the Company manages such investments and make purchase and sale decisions based on their fair values, according to its risk management and its investment strategy. Transaction costs are recorded in the income statement as incurred. Financial instruments recorded at fair value through profit and loss are measured at fair value and changes of assets fair value are recognized in the income statement. Loans and receivables – Financial assets with fixed or calculated installments which are not rated in the active market. Such assets are initially recorded at fair value plus any attributable transaction costs. After initial recognition, loans and receivables are measured by amortized cost through the effective interest rate method, less any losses from impairment. Cash and cash equivalents – Include cash, bank deposits and immediate liquidity financial investments, due until 3 months from the investment date and subject to non-significant value risks. Non derivative financial liabilities – The Company initially recognizes liabilities in the inception date. The Company writes-off a financial liability when its contractual obligations are withdrawn, cancelled or expired. Financial assets and liabilities are offset and the net balance is presented in the balance sheet when, and only when, the Company has the legal right to offset the amounts and intends to settle in an offset basis or to realize the asset and settle the liability simultaneously. The Company has the following non-derivative financial liabilities: loans, financing, debentures and suppliers. Such financial liabilities are initially recognized at fair value plus any 24 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) attributable transaction costs. After initial recognition, these financial liabilities are measured by amortized cost through the effective interest rate method. Derivative financial instruments – The Company operates with derivative financial instruments to hedge from foreign exchange risks. Derivatives are initially recognized at fair value and attributable transaction costs are recognized in the income statement as incurred. After initial recognition, derivatives are measured at fair value and changes are accounted for in the income statement. b) Concessionaries and permissionaries (Clients) – Include electricity supplying, billed and unbilled, moratory charges, interest for arrears and electricity traded with other concessionaries for electricity supply, according to the amounts available in the Electric Energy Trade Chamber (CCEE). c) Inventories (including fixed assets) – Materials in inventories, classified in Current Assets (maintenance and administration warehouse) and those destined to investments, classified in Non-Current Assets – Fixed Assets (warehouse), are recorded at average acquisition cost and do not exceed their replacement costs or realizable values, less allowances for losses, when applicable. d) Financial Concession Assets – The subsidiary Light SESA recorded a financial asset receivable from the Granting Authority due to the unconditional right to receive cash at the end of the concession, as provided in contract, as an indemnification for construction services performed and not received through services rendered related to the concession. These financial assets are accounted for at present value of the right and are calculated based on the value of the assets in services inherents to the concession, measured at historical cost, which shall be reversible at the end of the concession. These assets are held at amortized cost and are remuneratel, via tariff, at the average investment remuneration rate, represented by the capital cost (regulatory WACC), established by ANEEL, being this amount monthly recognized as financial revenue, in the group of operating revenues, consistent with OCPC 05. e) Investments – The subsidiaries and joint ventures financial statements are included in the consolidated financial statements from the date when control begins until the date when control ceases to exist. Accounting policies of subsidiaries and joint ventures are jointly aligned with policies applied by the Company. The subsidiaries and Joint ventures financial information are recognized in the individual financial statements of the parent company through the equity method. Business Combination Acquisitions effective in January 1st, 2009, or after this date For acquisitions effective in January 1st, 2009 or after this date, the Company measures goodwill as the fair value of the transferred counterpart, including the recognized amount of 25 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) any non-controlling interest in the acquired company, deducing the net recognized amount (generally the fair value) of identifiable assets and liabilities assumed, all measured at the acquisition date. When the exceeding amount is negative, a gain resulting from the purchase deal is immediately recognized in the income statement. For each business combination the Company chooses if it will measure non-controlling interest by its fair value, or by the proportional participation of non-controlling interest on identifiable net assets, identified in the acquisition date. Other transaction costs than those associated with issuance of debt securities or shareholding interest, incurred by the Company, related to a business combination, are recorded as expenses as they are incurred. Acquisitions prior to January 1st, 2008 As a part of the transition to IFRS and CPCs, the Company chose not to restate business combinations prior to January 1st, 2008. Regarding acquisitions prior to January 1st, 2009, goodwill represents the amount recorded under the accounting standards previously adapted. f) Fixed assets Only tangible assets not linked to the infrastructure of the concession are recorded in this account. Recognition and measurement – measured at acquisition, formation or construction cost, monetarily restated until 1995, less accumulated depreciation. Interest and other financial charges and inflation effects resulting from loans with third parties, effectively applied in works in progress, are recorded as cost of the respective fixed assets. Average annual depreciation rates are presented in Note 14. According to guidelines provided in CPC 27, about fixed assets, and interpretation ICPC10, subsidiary Light Energia adopted fair value as deemed cost for fixed assets of the plants that presented book value substantially lower than their fair value. Other fixed assets were held at historical cost, either for being under construction or for being in compliance with fixed assets requirements provided in CPC 27 and, in the Management's opinion, being aligned with their fair values. Depreciation – It is calculated by linear method, based on annual rates established by ANEEL, which are used in the industry and accepted by the market as adequate. g) Intangible assets Research and Development – Expenditures in research activities, made with a possibility of gaining knowledgement and scientific or technological understanding, are recognized in the income statement as incurred. Development activities involve a plan or project aiming at producing new or substantially enhanced products. Development expenditures are capitalized only if the development costs can be reasonably measured, if the product or process is technically and commercially viable, if future economical benefits are probable, 26 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) and if the Company and its subsidiaries have the intention and enough resources to conclude the development and use or sell the asset. Capitalized expenditures include cost of materials, direct labor, manufacturing costs directly attributable to the preparation of the asset for its proposed use, and cost of loans in qualifying assets for which the starting date of capitalization is January 1st, 2009 or later. Other development expenditures are recorded in the income statement as they are incurred. Capitalized development expenditures are measured at cost, less accumulated depreciation and losses from impairment. Infrastructure assets linked to the concession – Subsidiary Light SESA recognizes an intangible asset resulting from the service concession contract when it has the right to charge for using the infrastructure of the concession, measured at fair value, in the date of initial recognition. After initial recognition, the intangible asset is measured at cost, which includes costs of capitalized loans, less accumulated depreciation and losses from impairment, as applicable. Other intangible assets – Other intangible assets with finite useful lives are measured at cost, less accumulated depreciation and losses from impairment, as applicable. Subsequent expenditures – Subsequent expenditures are capitalized only when they increase future economic benefits incorporated in the specific asset they relate to. All other expenditures, including expenditures with internally generated goodwill and trademarks are recognized in the income statement as incurred. Amortization – Calculated on the cost of an asset, or other value replacing cost, less the residual value. Amortization is recognized in the income statement based on the linear method related to estimated useful lives of intangible assets, other than goodwill, from the date when they are available for use, given that this method is the one that better reflects the consumption pattern of future economic benefits incorporated in the asset. The useful life of an intangible asset in a service concession contract is the period from which the Company is able to charge public consumers for using the infrastructure, until the end of the concession period. Amortization methods, useful lives and residual values are reviewed at the end of each financial year and are adjusted whenever it is adequate. h) Impairment Financial assets (including receivables) – A financial asset not measured at fair value through profit and loss is evaluated at each reporting date to assess if there is objective evidence of loss in its recoverable value. An asset has loss in its recoverable value if an objective evidence indicates that a loss event occurred after the initial recognition of the asset, and that such loss event has a negative effect on future projected cash flows, which can be reasonably estimated. The objective evidence that the financial assets (including) have lost value might include default or late payment by the debtor, restructuring the amount due to the Company under conditions the Company usually would not consider in other transactions, indications that the debtor or issuer will face bankruptcy, or the disappearance of an active market for a security. Additionally, for a equity instrument, a significant or long decrease in its fair value below its cost is an objective evidence of impairment. 27 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) The Company considers evidences of impairment of receivables either individually as collectively. All individually significant receivables are assessed for impairment. All individually significant receivables identified as not suffering individual impairment are then collectively assessed regarding any other impairment not yet identified. Receivables that are not individually important are collectively assessed for impairment, by jointly grouping securities with similar risk characteristics. When collectively assessing impairment, the Company uses historical trends of probability of default, recovery term and incurred loss amounts, adjusted to reflect the Management’s judgement regarding premises, as current economic and credit conditions may be such that actual losses will be probably higher or lower then those suggested by historical trends. An impairment related to a financial asset measured by amortized cost is calculated as the difference between book value and present value of estimated future discounted cash flows at the original effective interest rate of the asset. Losses are recorded in the income statement and reflected in an account of allowance for receivables. Interest on impaired assets remain being recognized through discount reversal. When a subsequent event indicates reversion of the impairment, a decrease on impairment is reversed and recorded in the income statement. Management has not identified any evidence that justifies the need to reduce the financial assets to their recoverable value as of December 31st, 2010 and 2009, except for the allowance for doubtful accounts. Non-financial assets – Assets with undefined useful lives, such as goodwill, are not subject to amortization and are annually tested for impairment. Assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the book value may not be recoverable. An impairment loss is recognized at the value for which the book value exceeds its recoverable value. The latter is the highest amount between the fair value of an asset less sale costs and its value in use. For purposes of impairment assessment, assets are grouped in lower levels for which there are segregate identifiable cash entries (Cash Generating Units-CGU). Non financial assets, except for goodwill, suffering impairment, are subsequently reviewed, to analise possible impairment reversals in the report presentation date. For purposes of testing the recoverable value of goodwill, the amount of goodwill arising from a business combination is allocated to the CGU or group of CGU for which the benefit of sinergies of the combination is expected. This allocation reflects the lowest level in which goodwill is monitored for internal purposes and is not higher than a certain operating segment according to IFRS 8 and CPC 22. i) Benefits to employees Defined contribution plans – A defined contribution plan is a post-retirement benefit plan under which an entity pays fixed contributions to a separate entity (Pension Fund) and shall not have any legal or constructive obligation to pay for additional amounts. Liabilities for contributions to defined contribution pension plans are recorded as expenses with benefits to employees in the income statement in the periods during which services are rendered by the employees. Contributions previously paid are recognized as assets under the condition that there is a cash reimbursement or a reduction in future payments is available. 28 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Defined benefit plans – The net liability of the Company regarding defined benefit pension plans is individually calculated for each plan, by estimating the value of the future benefit earned by the employees in return of services rendered in current and previous periods; the benefit is discounted to its present value. Any unrecognized past service costs and the fair values of any plan assets are deduced. The discount rate is the gains presented in the date of presentation of the financial statements for first line securities which due dates are close to the conditions of the liabilities of the Company and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is made annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit for the Company, the asset to be recognized is limited to the total of any unrecognized past service costs and the present value of economic benefits available in the form of future reimbursements of the plan or reduction in future contributions to the plan. To calculate the present value of the economic benefits, any minimum cost demands applicable to any plan are considered. A economic benefit is available if it is realizable throughout the life of the plan, or in the settlement of the liabilities of the plan. Sponsor costs of the pension plan and occasional plan deficits are recorded by competence and in compliance with CVM Resolution no. 600/09, based on the actuarial calculation prepared by independent actuary. Actuarial gains and losses arising from adjustements and changes in actuarial premises of pension and retirement benefit plans are recorded in the income statement. Short term benefit liabilities to employees – are measured in undiscounted basis and are incurred as expenses as the related service is rendered. The liability is recorded at the amount expected to be paid under the cash bonus or short term profit share plans if the Company and its subsidiaries have a legal or constructive obligation to pay this amount due to past services rendered by the employee and the liability can be reasonably estimated. Benefits of termination of employment relationship – The termination of employment relationship benefits are recognized as expenses when the Company is proven to be committed, with no realistic possibility of change, with a detailed formal plan to terminate the employment contract before normal retirement or to provide benefits of termination of employment relationship due to an offer made to encourage voluntary resignation. The benefits for termination of employment relationship for voluntary resignation are recognized as expenses when the Company has made a voluntary resignation offer, it is probable that the offer will be accepted, and the number of employees adhering to the program can be reasonably estimated. Profit Sharing – The Company recognizes profit sharing liabilities and expenses based on a formula that considers profits attributable to the shareholders of the Company after certain adjustments. The Company recognize a provision when it is contractual obliged by contract or when there is a past practice that created a liability not recorded. Share based payment transactions – The fair value of benefits of share based payment is recognized in the granting date, as personnel expenses, with a corresponding increase in shareholders’ equity, for the period when the employees unconditionally acquire the right to these benefits. The amount recognized as an expense is adjusted to reflect the number 29 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) of shares for which there is an expectation that the service conditions and non market acquisition conditions will be met, in such way that the amount eventually recognized as an expense is based on the number of shares that really meet the service conditions and non-market acquisition conditions in the date when the rights of payment of these benefits are acquired (vesting date). For benefits of share based payment with non-acquired condition (non-vesting), the fair value at the granting date of the share based payment is measured to reflect such conditions and there are no changes for differences between expected and actual benefits. The fair value of the amount payable to employees related to rights over share valuations, payable in cash, is recognized as an expense with corresponding increase in liabilities, for the period when employees unconditionally acquire the right for payment. The liability is measured again on each date of presentation of the financial statements and at the settlement date. Any changes in the fair value of the liability are recognized as personnel expenses in the income statement. j) Income tax and social contribution – Current and deferred income tax and social contribution of the year are calculated based on 15% rates, plus the additional 10% over the taxable income exceeding R$240 for income tax and 9% over the taxable income for social contribution on net profit. Current tax is the expected payable or recoverable tax on the taxable profit or loss of the year, at tax rates decreed or substantially decreed in the date of presentation of the financial statements and any adjustments to payable taxes related to previous years. Deferred tax is recognized regarding temporary differences between book value of assets and liabilities for accounting purposes and the corresponding values for taxation purposes. Deferred tax assets and liabilities are offset if there is a legal right to offset current tax assets and liabilities, and they relate to income taxes charged by the same tax authority on the same entity subject to taxation. A deferred income tax and social contribution asset is recognized by tax losses, tax credits and deductible temporary differences, not used when it is probable that future profits subject to taxation will be available and against which they shall be used. Deferred income tax and social contribution assets are reviewed at each closing date and are reduced as their realization is no longer probable. As provided in Law no. 11,941/09, the Company uses the Transition Tax Regime (RTT) to calculate actual profit, so that the changes in the criteria of recognition of revenues, costs and expenses comprised in the calculation of the net income for of the year do not have material effect on the calculation of the actual profit of the entity subject to RTT, and for taxation purposes, the accounting methods and criteria in force in December 31, 2007 shall be considered. k) Suppliers – Accounts payable to suppliers are liabilities payable for goods or services acquired from suppliers in the regular course of business, classified as current liabilities if the due date is within the period of one year. 30 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) They are initially recorded at fair value and, subsequently, measured at amortized cost, using the effective interest rate method. Practically, they are usually recorded at the corresponding invoice value. l) Loans – Loans are recognized, initially, at fairvalue, net of incurred transaction costs and are, subsequently, presented at amortized cost. Any difference between the amounts obtained (net of transaction costs) and the settlement value is recognized in the income statement during the period in which the loans are outstanding, usind the effective interest rate method. All fees paid to establish the loan are recognized as transaction costs of the loan, since it is probable that part of or the full loan is withdrawn. In this case, the fee is deferred until the withdrawal takes place. When there are no evidences of probability of withdrawal of part of or the total loan, the fee is capitalized as an prepayment for liquidity services and it is amortized during the period to which the loan is related. m) Provisions – A provision is accounted for in the balance sheet when the Company and its subsidiaries have a legal or constituted liability resulting from a past event, and it is probable that an economic resource is required to settle the liability. Provisions are accounted for based on the best estimates of involved risks. A provision for contingencies is constituted upon appraisal and quantification of lawsuits, with a loss probability considered to be probable in the opinion of the Management and its legal advisors. n) Accounting for transactions of purchase and sale of electric energy in the Electric Energy Trade Chamber - CCEE - The cost of the electricity purchased and supply revenues are recorded by competence, based on information disclosed by CCEE, which is responsible for calculating the amounts and quantities of purchases and sales in its forum, or based on the Management’s estimates, whenever this information is not available. o) Capital Stock – Common Shares – Are classified as shareholders’ equity. Additional costs directly attributable to issuance of shares are registered as deductions in shareholders’ equity, net of any tax effects. p) Revenue recognition – Revenues are measured at fair value of the receivable or received counterpart, less taxes and discounts inherent to them. Electricity sales revenues – are recognized when it is probable that the economic benefit associated to the transactions will flow to the Company and the amount of revenues can be reasonably measured. Traded electricity is monthly invoiced based on the electric energy supply, according to amounts disclosed by the Electric Energy Trade Chamber (CCEE). Service Revenues – Revenues from services rendered are recognized in the income statement based on the stage of completion of services in the date of presentation of the financial statements. The stage of completion is appraised by reference to research of works performed. 31 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Construction Revenues – ICPC 01 establishes that the concessionary of electric energy shall register and measure revenues from services rendered according to Technical Pronouncements CPC 17 – Contruction Contracts (construction or improvement services) and CPC 30 – Revenues (operating services – electric energy supply), even when ruled by a single concession contract. Subsidiary Light SESA accounts for revenues and costs related to construction or improvement services on the infrastructure used to render electric energy distribution services. The construction margin adopted is established as being equal to zero, considering that: (i) the activity of the subsidiary is electric energy distribution; (ii) every construction revenue is related to the construction of insfrastructure to reach its main activity; and (iii) the subsidiary hires non-related parties for constructing infrastructure. The totality of additions to intangible assets in process is monthly recorded in the income statement, as construction cost. q) Financial revenues and expenses – Include interest, monetary and exchange changes on rights and obligations, subject to monetary restatement until the balance sheet date. Foreign currency assets and liabilities are converted to reais according to the exchange rate disclosed by Banco Central do Brasil, in the balance sheet date. r) Earnings per share - Basic earnings per share are calculated through the earnings of the period attributable to controlling and non-controlling shareholders of the Company and weighted average of outstanding shares in the respective period. Diluted earnings per share are calculated through the referred average outstanding shares, adjusted by instruments potentially convertible in shares, with a diluting effect, in the presented periods. s) Added value statement – The Company prepared added value statements (DVA) in the terms of the technical pronouncement CPC 09 – Added Value Statement, which are presented as an integral part of the financial statements under BRGAAP applicable to publicly-held companies, whilst they represent, for IFRS, additional financial information. t) Foreign currency – Transactions in foreign currency are converted to the functional currency of the Company at the exchange rates in the transaction dates. Monetary assets and liabilities denominated and calculated in foreign currencies are converted to the functional currency at the exchange rate in the closing date. Gains and losses resulting from restatement of these assets and liabilities between the exchange rate in force at the transition date and year-end dates are recognized as financial revenues or expenses in the income statement. u) Segment information – An operating segment is a component of the Company that develops business activities in which it can obtain revenues and incur in expenses, including revenues and expenses related to transactions with other components of the Company. All results from operating segments are frequently reviewed by the Management, in order to make decisions regarding the resources to be allocated to the segment and to assess their performance, and for this purpose individual financial information is available. The segment results reported to the Management include items directly attributable to the segment, as well as those that may be allocated in reasonable basis. 32 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) v) Distribution of dividends – Distribution of dividends to shareholders of the Company is recognized as a liability in the year-end financial statements, based on the by-laws of the Company. Any amounts above the minimum mandatory dividend is only accounted for in the date they are approved by the shareholders, in a General Meeting. w) Rules and interpretations not yet adopted – Several IFRS rules, amendments to rules and interpretations issued by IASB are not yet in force in the year ended in December 31st, 2010, such as: Improvements to IFRS 2010. IFRS 9 Financial Instruments. Prepayment of a minimum fund requirement (Amendment to IFRIC 14). Amendments to IAS 32 Classification of rights issues. CPC did not issued yet pronouncements equivalent to the IFRSs mentioned above, but there are expectations that it does before the required date to become in force. Anticipated adoption of IFRSs pronouncements is conditioned to previous approval in normative act by CVM – Brazilian Securities and Exchange Commission. Since it did not adopt these standards in anticipation, the Company has not yet appraised the potential effects of them in its financial statements. 33 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 5. CONSOLIDATION PROCEDURES The consolidated financial statements include those of Light S.A., its direct subsidiaries and joint ventures, listed as follows: Percentage Interest 2010 (%) 2009 (%) 100 100 100 100 100 100 100 51 51 100 100 100 100 100 100 100 - Light Serviços de Eletricidade S.A. Light Energia S.A Light Esco Prestação de Serviços S.A. Lightcom Comercializadora de Energia S.A Light Hidro Ltda. Instituto Light para o Desenvolvimento Urbano e Social Itaocara Energia Ltda. Lightger S.A. Axxiom Soluções Tecnológicas S.A. Transactions eliminated in the consolidation Intragroup balances and transactions, and any revenues or expenditures derived from intragroup transactions, were eliminated in preparing the consolidated financial statements. Unrealized gains in transactions with subsidiaries recorded at equity pickup were offset against the relevant investment proportionate to the parent's interest in the subsidiary Company. Unrealized losses were eliminated using the same method employed to unrealized gains, however only to the extent that there is no evidence of any impairment loss. 6. CASH AND CASH EQUIVALENTS 12/31/2010 Cash Financial investments of immediate liquidity Certificate of deposit (CDB) Total Parent Company 12/31/2009 01/01/2009 12/31/2010 Consolidated 12/31/2009 01/01/2009 386 2.557 50 36.028 27.139 41.029 37.909 38.295 12.027 14.584 40.206 40.256 478.081 514.109 733.174 760.313 507.954 548.983 Financial investments are represented by transactions purchased from organizations trading in the domestic financial market, at regular market terms and rates. These investments are highly liquid, have a daily repurchase commitment by the counterparty financial institution (the repurchase rate is previously agreed upon by the parties), involve low credit exposures, and yield according to the variation of the interbank deposit rate (CDI). 34 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 7. MARKETABLE SECURITIES These papers involve bank deposit certificates (CDB) in the amount of R$11,122 (R$68,059 in 2009 and R$41,143 in 2008) forming the underlying assets of certain surety bonds pledged in power auctions, and also other proceeds from the sale of assets that were held for re-investment in the electric grid system or have maturies of 3 months or longer. 8. CONSUMERS, CONCESSIONAIRES AND PERMISSIONAIRES (CLIENTS) 12/31/2010 CURRENT Billed sales Unbilled sales Debt payment by installments (a) Other receivables Sales within the scope of CCEE Supply and charges related to the use of electric network (-) Allowance for doubtful accounts (b) NON-CURRENT Debt payment by installments (a) Other receivables Consolidated 12/31/2009 01/01/2009 1,912,492 277,339 154,896 489 2,345,216 1,678,167 286,170 153,421 2,117,758 1,729,885 260,361 140,874 2,131,120 5,546 46,444 51,990 1,001 54,946 55,947 613 52,412 53,025 (1,058,502) 1,338,704 (817,851) 1,355,854 (901,290) 1,282,855 276,092 20,169 296,261 297,798 297,798 292,594 292,594 a) The balances of debt repayment facilities were adjusted to their present value, as applicable, pursuant to Law No. 11,638/07. The present value is determined for each relevant consumer debt renegotiation (debt repayment facilities) based on such interest rate as will reflect the term and risk associated with each individual transaction, on average 1% per month. The balance includes the present value of repayment agreements with installment acceleration options (these options, once exercised, give customers a discount on any accelerated installment). It is estimated that an aggregate amount of R$21,007 in options will be exercised in 2011. b) An allowance for doubtful accounts was set up based on certain premises and in an amount deemed sufficient to meet any asset realization losses, in accordance with the ANEEL guidelines summarized as follows: Customers with significant debts (large accounts): - Outstanding balances of customer accounts are reviewed on a case-by-base basis and per consumer class. 35 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) In all other instances: - Residential consumers – over 90 days past due. - Commercial consumers – over 180 days past due. - Industrial, rural, public sector, public lighting, public utility, and other accounts – over 360 days past due. Outstanding balances and receivables in connection with invoiced electric power sales and also debt repayment programs are summarized as follows: Billed sales and renegotiated debts Residential Industrial Commercial Rural Public sector Public lighting Public utility Total - current and non-current Maturing balance 240,927 26,905 144,495 671 42,579 4,651 220,761 680,989 Matured balances Overdue up to Overdue over 90 days 90 days 160,278 11,516 40,629 269 17,174 2,844 1,263 233,973 807,486 163,843 300,284 628 112,970 32,171 11,136 1,428,518 TOTAL Allowance for bad debts (PCLD) 12/31/2010 12/31/2009 01/01/2009 12/31/2010 1,208,691 202,264 485,408 1,568 172,723 39,666 233,160 2,343,480 1,053,757 216,120 377,087 1,437 160,921 41,045 279,019 2,129,386 1,081,768 241,717 347,212 1,387 141,857 51,028 298,384 2,163,353 (786,940) (39,993) (223,836) (499) (4,919) (1,635) (546) (1,058,368) 12/31/2009 (565,483) (37,774) (205,948) (431) (5,224) (2,088) (766) (817,715) 01/01/2009 (743,636) (32,604) (114,031) (286) (6,481) (2,718) (1,400) (901,156) In 2010, a total amount of R$14,133 (R$217,391 in 2009) of noncollectable accounts was written off. 9. TAXES AND CONTRIBUTIONS Parent Company 12/31/2010 CURRENT Tax credits – IRPJ and CSLL (a) IRRF (Withholding Income Tax) recoverable ICMS payable Prepaid IRPJ/CSLL Other TOTAL 1,080 1,080 Assets 12/31/2010 Assets 12/31/2009 703 71 774 12/31/2009 01/01/2009 284 284 12/31/2010 Liabilities 12/31/2009 - 53 53 1 13 17 31 Consolidated Liabilities 01/01/2009 12/31/2010 01/01/2009 12/31/2009 10 10 01/01/2009 CURRENT Tax credits – IRPJ and CSLL (a) IRRF (Withholding Income Tax) recoverable IRRF (Withholding Income Tax) payable ICMS recoverable ICMS payable Installment Payments - Law 11,941/09 (b) PIS/COFINS recoverable (c) PIS/COFINS payable Prepaid IRPJ/CSLL Provision for IRPJ/CSLL Other TOTAL 6,838 80,080 17,935 156,795 17,237 278,885 102,073 11,522 109,704 6,634 181,364 31,371 442,668 107,818 11,522 123,440 103,945 204,552 14,734 566,011 523 23,833 21,633 61,234 230,408 12,538 350,169 2 5,561 21,684 57,420 188,835 11,678 285,180 2 15,166 10,973 51,112 143,394 9,814 230,461 NON-CURRENT Installment Payment - PAES Installment Payment - Law 11,941/09 (b) IRPJ and CSLL – Unrealized foreign income ICMS recoverable TOTAL 57,908 57,908 40,767 40,767 72,807 72,807 177,699 177,699 303,585 303,585 38,406 286,337 324,743 - - a) The balance refers to tax credits recoverable arising from negative balance withholdings of financial investments and government agencies in the amount of R$5,743 and prepaid Income Tax and Social Contribution credits for 2009 amounting to R$1,095. The variation of the amounts for 36 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) the year arises from the adjustment based on the Selic rate in the amount of R$16,778, including new credits in the amount of R$172,200, net of offsets in the year, amounting to R$284,213. b) New REFIS (Tax Recovery Program) - (Law 11,941/09) – Light has been making monthly minimum payments of one hundred reais as provided for by laws, plus payment of installments deriving from migration of PAES (Special Installment Payment Program) - Social Security (REFIS II), in the consolidated annual amount of R$7,010. The installment balance is restated by SELIC rate and the restatement amount recorded in the year is R$16,908. LIABILITIES PAES - Social Welfare Employees COFINS 1% IRPJ and CSLL LIR/LOI IRPJ comp. unconfirmed (LIR/LOI) COFINS comp. unconfirmed (LIR/LOI) CSLL comp. unconfirmed (LIR/LOI) CSLL (JCP deduction) CSLL (enforcement suspended) CPMF (symbolic foreign exchange) IRPJ / CSLL Law 8200/91 INSS - quarterly INSS - joint and several IRPJ (spontaneous confession) CSLL (enforcement suspended) Debt total included in the REFIS (33,503) (206,970) (173,202) (10,602) (19,626) (3,982) (19,332) (17,606) (5,314) (38,176) (46,011) (706) (5,173) (5,435) (585,639) Interest and Fine Compensation (tax losses) 16,706 106,853 47,542 3,590 6,926 1,349 12,797 5,478 1,745 26,923 25,779 374 2,781 3,585 262,428 Installment Amount Law 11.941/09 (16,797) (100,117) (125,660) (7,012) (12,700) (2,633) (6,535) (12,128) (3,569) (11,253) (20,232) (332) (2,392) (1,850) (323,211) Adjustments for inflation and Payments in 2009 1,005 (1,001) (1,258) (70) (127) (26) (65) (121) (36) (112) (202) (3) (24) (18) (2,058) Balance as of 12/31/2009 (15,792) (101,118) (126,918) (7,082) (12,827) (2,659) (6,600) (12,249) (3,605) (11,365) (20,434) (335) (2,416) (1,868) (325,269) Desistance/ Reversal 126,918 8,917 135,835 Adjustments for inflation and Payments in 2010 5,865 (9,180) (643) (1,164) (242) (600) (302) (327) (1,032) (1,854) (31) (218) (170) (9,898) Balance as of 12/31/2010 (9,927) (110,298) (7,725) (13,991) (2,901) (7,200) (3,634) (3,932) (12,397) (22,288) (366) (2,634) (2,038) (199,332) Given that the motion to partially withdraw the matter of assessment timing (cash basis vs. accrual basis) relative to the incomes of the LIR and LOI businesses from writ of mandamus # 2003.51.01.005514-8 was not accepted by the Treasury attorney nor granted by the competent court, the Company elected to fully withdraw the foregoing case. As a result, Light SESA recalculated income earned overseas from 2002 through 2007 (term of the REFIS ) using equity accounting on an accrual basis, then applied the balance of tax losses accrued over that period to fully offset the income tax and social contributions payable on its overseas income. Consequently, the variation seen in the outstanding REFIS balance over the year can be explained by exclusion of the (restated) amount of R$135,835 relating to the issue of taxation of overseas income, which amount had been previously included in the repayment program (REFIS), and the amount paid in connection with the PAES – Previdenciário as described above. 37 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Debts per group of tax repayment programs: Balance as of 12/31/2009 FEDERAL REVENUE SERVICE OTHER TAXES PENSIONS ( PAES ) OFFICE OF THE GENERAL COUNSEL TO THE NATIONAL TREASURY ( PGFN ) OTHER TAXES PENSIONS Reversal Monetary adjustment 2010 Balance as of 12/31/2010 (284,425) (15,792) 135,835 - (13,490) 5,865 (162,079) (9,927) (4,283) (20,769) (325,269) 135,835 (388) (1,885) (9,898) (4,671) (22,654) (199,332) c) The balance of recoverable PIS and COFINS relates to charges withheld by government agencies and instrumentalities in connection with service sales. 10. DEFERRED TAXES ASSETS 12/31/2010 Deferred Tax Base tax Consolidated 12/31/2009 Deferred Tax Base tax 01/01/2009 Deferred Tax Base tax Income Tax Tax Losses Temporary Differences 844,992 1,786,984 211,248 446,746 1,385,458 1,917,214 346,365 479,304 2,169,381 2,557,953 542,345 639,488 Social Contribution Negative Base Temporary Differences 893,800 1,786,984 80,442 160,829 1,303,657 1,917,214 117,329 172,549 2,537,064 2,343,716 228,336 210,934 Total LIABILITIES 899,265 12/31/2010 Deferred Tax Base tax 1,115,546 Consolidated 12/31/2009 Deferred Tax Base tax 1,621,104 01/01/2009 Deferred Tax Base tax Income Tax Temporary Differences 811,043 202,761 885,972 221,493 1,003,271 250,819 Social Contribution Temporary Differences 811,043 72,994 885,972 79,737 1,003,271 90,294 Total 275,755 301,230 341,113 38 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) In order to substantiate its deferred tax assets, the Company updated the feasibility analysis approved by the Board of Directors and reviewed by the Fiscal Council considering realizations as of December 2010, which analysis is based on estimations prepared in 2010. The feasibility analysis indicates the balance will be recovered in up to 5 years. Below is a list of deferred tax asset amounts per relevant estimated year of realization. ASSETS 2011 2012 2013 2014 2015 Total – Light S.A. and subsidiaries 211,602 217,625 194,819 264,590 10,629 899,265 The interim difference taxable basis breakdown is as follows: CSLL Consolidated 12/31/2009 IR CSLL IR 12/31/2010 IR 01/01/2009 CSLL ASSETS Allowance for doubtful accounts Provision for profit sharing Provision for labor contingencies Provision for tax contingencies Provision for civil contingencies Impacts resulting from the adoption of the new CPCs Other provisions 1,051,462 19,270 169,886 167,657 196,095 34,754 147,860 1,051,462 19,270 169,886 167,657 196,095 34,754 147,860 808,427 26,223 256,734 163,654 179,490 357,602 125,084 808,427 26,223 256,734 163,654 179,490 357,602 125,084 885,065 33,200 164,725 279,212 456,887 574,676 164,188 885,065 33,200 164,725 279,212 242,650 574,676 164,188 TOTAL - ASSETS 1,786,984 1,786,984 1,917,214 1,917,214 2,557,953 2,343,716 748,637 62,406 811,043 748,637 62,406 811,043 786,000 99,972 885,972 786,000 99,972 885,972 828,754 174,517 1,003,271 828,754 174,517 1,003,271 LIABILITIES Deemed cost - Light Energia Other provisions Reconciliation of effective and nominal rates in the provision for income tax and social contribution: Earnings before Income tax and Social Contribution Combined income tax and social contribution rate Income tax and social contribution at statutory rates Income tax and social contribution effect on permanent additions and exclusions Income tax and social contribution effect on equity in the earnings of subsidiaries Effect of offshore income and social contribution taxation Deferred tax credits not recognized CVM 371/02 - Light S.A. Tax incentives Others Income tax and social contribution on income Current IRPJ and CSLL on income Deferred IRPJ and CSLL on income Consolidated 12/31/2010 12/31/2009 922.619 960.912 34% 34% (313.690) (326.710) (14.905) 109.409 (87.463) (25.341) (52.582) (1.541) (18.863) 7.887 4.126 121 86 (347.469) (371.997) (103.482) (243.987) (347.469) (168.994) (203.114) (372.108) 39 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 11. CONCESSION FINANCIAL ASSETS Owing to its utility nature, distribution of electric power is governed by certain Utility Concession Agreements and any subsequent amendments thereto, entered into by the Union (Granting Authority Grantor) and the subsidiary Light Serviços de Eletricidade S.A (Concessionare Operator). These agreements generally contain provisions governing matters such as follows: Which services the Operator must provide and to whom (i.e. consumer classes) such services must be provided. These concession agreements contain a service level clause or provisions establishing performance standards applicable to utility services, usually addressing quality maintenance and improvement in connection with any services provided to the public. Additionally, the Operator is required, upon expiration of the concession, to return infrastructure assets in the same operating conditions as they were handed over when the agreement was executed. In order to satisfy and meet these obligations, investments are made on an ongoing basis over the term of the concession. Therefore, some assets associated with the concession contract may be replaced a number of times before the concession expires. Once the concession expires, infrastructure assets return to the granting authority upon payment of a certain compensation. Concession prices are fixed through a rate methodology set forth in each concession agreement that is based on a parametric formula (Portions A and B), and includes a review mechanism to ensure that the tariff will be sufficient to cover any costs, repay investments made and provide return on the capital invested. Based on the features of the electric power distribution agreement of the subsidiary, management is of the opinion that the requirements for application of Accounting Interpretation ICPC 01 - Concession Contracts, which interpretation provides guidelines addressing how to account for public to private service concession arrangement, have been successfully met in order to reflect the electric power distribution business, comprising: a) An estimated portion of any investments made and not repaid or amortized before the concession expires, net of special obligations classified as financial assets due to their nature as an unqualified right to receive cash or any other financial asset directly from the granting authority. b) A portion remaining after the financial asset was determined, net of any special obligations classified as intangible assets because its recovery is contingent upon the utility service being used. 40 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) The infrastructure handed over or built in connection with the power distribution business, originally represented by power, plant and equipment and other intangible asset items of the subsidiary, is recovered through two distinct cash flows, as follows: a) a portion of the infrastructure is recovered through selling power distribution services to consumers (monthly billing of power consumed/sold) during the term of the concession; and b) another portion is recovered by way of the compensation payable for revertible assets upon expiration of the concession, which compensation will be paid directly by the Granting Authority or any of its agents. Management estimates that the compensation payable for the financial assets will be made based on the not yet amortized portions of investments in revertible concession infrastructure assets, determined at the cost of acquisition/construction, made for the purpose of ensuring stable, continuously improved provision of utility services, net of any special obligations. This compensation has been determined at transition date to be as follows: Property, Plant and Equipment Original balance published on January 1, 2009 Bifurcation of special obligation Bifurcation of property, plant and equipment and intangible assets - ICPC 01 Recoverable Assets (Concession) 162,135 (97,571) 3,084,245 (59,731) 363,960 168,169 3,148,809 304,229 Balance of subsidiaries 1,421,610 118,823 Balance in accordance with ICPC 01 - Consolidated 1,589,779 3,267,632 Balance in accordance with ICPC 01 - Light SESA 3,459,072 (157,302) (3,133,601) Intangible Assets 304,229 Below is a summary of transactions related to the balances of revertible assets (concession assets): Balance as of January 1, 2009 Additions Write-offs Balance as of December 31, 2009 Additions Write-offs Balance as of December 31, 2010 304,229 51,743 (1,188) 354,784 114,375 (129) 469,030 41 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 12. OTHER RECEIVABLES 12/31/2010 CURRENT Advances to suppliers and employees Property rental Account receivable from the sale of property Public lighting fee Expenditures to refund Subsidy to low-income segment Other amounts receivable - LTIP Other Total Parent Company 12/31/2009 01/01/2009 18 23,842 23,860 31 18,634 1,547 20,212 - - - - - - NON-CURRENT Assets and rights for disposal Energy - Other Other Total 30 137 167 12/31/2010 Consolidated 12/31/2009 01/01/2009 38,065 302 12,130 48,399 8,111 19,584 26,382 152,973 20,395 425 25,119 10,779 15,256 18,634 6,642 97,250 11,835 113 25,740 13,360 49,926 5,695 106,669 7,226 639 7,865 7,229 1,496 8,725 11,597 13,329 1,494 26,420 a) Out of the amount stated, a total of R$5,489 (R$3,373 as of December 31, 2009) was acknowledged (however yet unpaid) by ANEEL in February 2011, while R$14,095 (R$11,883 as of December 31, 2009) are pending acknowledgment. 13. INVESTMENTS 12/31/2010 Parent Company 12/31/2009 1/01/2009 12/31/2010 Consolidated 12/31/2009 1/01/2009 Accounted for under the equity method: Light SESA Light Energia S.A. Light Esco Prestação de Serviços S.A. Lightger S.A. (a) LightCom Itaocara Energia (a) Axxiom Soluções Tecnológicas S.A. Lighthidro Ltda (a) Subtotal 2,442,433 815,593 37,787 36,767 2,733 16,067 2,304 50 3,353,734 2,699,254 747,962 27,825 25,772 11,115 50 3,511,978 2,716,401 690,032 17,042 (425) (2,867) 50 3,420,233 - - - Goodwill from future profitability Other permanent investments Subtotal Total 2,034 1,020 3,054 3,356,788 1,169 1,169 3,513,147 1,533 1,533 3,421,766 17,586 17,586 17,586 20,388 20,388 20,388 13,615 13,615 13,615 (a) Pre-operational Company 42 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) INFORMATION ON SUBSIDIARIES AND JOINT VENTURES Ownership interest (%) 12/31/2010 Light SESA Light Energia Light Esco LightCom Light Hidro Instituto Light Itaocara Energia Light Ger Axxiom Paid-up capital 100 100 100 100 100 100 100 51 51 Ownership interest (%) 12/31/2009 Light SESA Light Energia Light Esco Light Hidro Instituto Light Itaocara Energia Light Ger Light SESA Light Energia Light Esco Light Hidro Instituto Light Itaocara Energia Light Ger 100 100 100 100 100 100 100 Dividends receivable 2,699,254 747,962 27,825 50 11,115 25,772 Paid-up capital Dividends receivable 2,442,433 815,593 37,787 2,733 50 16,067 36,767 2,304 Shareholders' equity 2,082,365 77,422 7,584 50 300 17,294 23,791 Ownership interest (%) 01/01/2009 2,082,365 77,422 7,584 1,000 50 300 22,294 35,743 3,672 Paid-up capital 100 100 100 100 100 100 100 Shareholders' equity 2,082,362 77,422 7,584 50 300 2,697 2,000 (89,544) - Dividends received Additional dividends paid (481,564) (18,074) - Dividends receivable 2,716,401 690,032 17,042 50 (2,867) (425) Income / loss for the year (23,346) (21,066) (3,102) (540) - (125,510) (26,833) (3,358) - Shareholders' equity Dividends received 475,316 88,697 13,064 2,273 (47) 13 78 Income for the year (169,729) - Dividends received (218,064) (18,074) - 541,589 84,763 14,141 (617) 4,406 Income for the year (350,766) (41,387) - 918,164 76,101 6,280 - Total Assets 8,037,865 1,538,389 68,161 18,831 67 2 145,003 48,819 4,216 Total Assets 8,419,932 1,616,010 58,753 69 2 129,530 32,905 Total Assets 8,679,914 1,547,093 42,933 53 126,583 17,556 CHANGES IN SUBSIDIARIES AND JOINT VENTURES 01/01/2009 Light SESA Light Energia Light Esco LightCom Light Ger Light Hidro Instituto Light Itaocara Energia Axxiom 12/31/2009 2,716,401 690,032 17,042 (425) 50 (2,867) - 2,699,254 747,962 27,825 25,772 50 11,115 - 01/01/2009 Light SESA Light Energia Light Esco Light Ger Light Hidro Itaocara Energia 2.716.401 690.032 17.042 (425) 50 (2.866) Capital Increase Sale of interest 1,000 37,892 5,000 3,672 Capital increase 3 21.791 14.597 Dividends received (28,851) - (708,791) - Dividends received (169.729) - Dividends receivable (23,346) (21,066) (3,102) (540) - Dividends receivable (389.010) (26.833) (3.358) - Equity method Other 1,941 (1) (1,446) 475,316 88,697 13,064 2,273 13 (47) 78 Equity method 541.589 84.763 14.141 4.406 (616) 12/31/2010 2,442,433 815,593 37,787 2,733 36,767 50 16,067 2,304 12/31/2009 2.699.254 747.962 27.825 25.772 50 11.115 43 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 14. PROPERTY, PLANT AND EQUIPMENT Consolidated Historical cost Generation Transmission Distribution Administration Commercialization In service Generation Administration In progress Total 2,662,063 57,601 47,479 240,265 9,785 3,017,193 185,964 114,993 300,957 3,318,150 12/31/2010 Accumulated depreciation (1,436,442) (41,504) (36,907) (166,885) (7,519) (1,689,257) Net value 01/01/2009 Net value Net value 1,225,621 16,097 10,572 73,380 2,266 1,327,936 1,281,715 16,770 15,336 91,141 2,305 1,407,267 1,341,295 17,455 22,542 103,423 3,479 1,488,194 185,964 114,993 300,957 112,751 80,550 193,301 57,266 44,319 101,585 1,628,893 1,600,568 1,589,779 (1,689,257) 12/31/2009 The statement below summarizes the changes in property, plant and equipment: Consolidated Balance as of 12/31/2009 Additions Write offs Inter-account transfers Balance as of 12/31/2010 PROPERTY, PLANT AND EQUIPMENT IN SERVICE Cost Land Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Total Property, Plant and Equipment in Service - Cost (-) Depreciation Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Total Property, Plant and Equipment in Service - Depreciation 105,803 1,247,913 271,021 1,240,560 32,497 127,130 3,024,924 4,121 222 6,789 65 894 12,091 (777) (1,331) (15,289) (1,403) (71) (951) (19,822) - 105,026 1,250,703 255,954 1,245,946 32,491 127,073 3,017,193 (734,988) (147,937) (616,922) (24,857) (92,953) (1,617,657) (22,524) (7,853) (37,738) (3,114) (9,485) (80,714) 1,331 6,214 576 73 920 9,114 - (756,181) (149,576) (654,084) (27,898) (101,518) (1,689,257) PROPERTY, PLANT AND EQUIPMENT IN PROGRESS Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Studies and frojects Total Property, Plant and Equipment in Progress TOTAL PROPERTY, PLANT AND EQUIPMENT 43,416 29,866 81,300 7,497 14,530 16,692 193,301 34,198 14,645 51,364 2,623 2,081 20,481 125,392 (775) (775) (13,874) (65) (3,022) (16,961) 77,614 44,511 118,790 10,055 13,589 36,398 300,957 1,600,568 56,769 (11,483) (16,961) 1,628,893 44 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Consolidated Balance as of 01/01/2009 PROPERTY, PLANT AND EQUIPMENT IN SERVICE Cost Land Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Total Property, Plant and Equipment in Service - Cost (-) Depreciation Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Total Prop., Plant and Equip. in Service - Depreciation Additions Inter-account transfers Write offs Balance as of 12/31/2009 105,803 1,247,913 271,950 1,248,149 36,732 139,784 3,050,331 12,649 535 13,184 (929) (20,238) (4,235) (13,189) (38,591) - 105,803 1,247,913 271,021 1,240,560 32,497 127,130 3,024,924 (711,660) (140,535) (593,192) (24,953) (91,797) (1,562,137) (23,328) (8,021) (37,999) (3,595) (10,969) (83,912) 619 14,269 3,691 9,813 28,392 - (734,988) (147,937) (616,922) (24,857) (92,953) (1,617,657) PROPERTY, PLANT AND EQUIPMENT IN PROGRESS Reservoir, dams and water mains Buildings, works and improvements Machinery and equipment Vehicles Fixtures and furnishings Studies and projects Total Property, Plant and Equipment in Progress TOTAL PROPERTY, PLANT AND EQUIPMENT 22,389 15,102 49,737 3,645 6,146 4,566 101,585 21,027 14,764 45,605 3,852 8,756 13,060 107,064 (934) (934) (14,042) (372) (14,414) 43,416 29,866 81,300 7,497 14,530 16,692 193,301 1,589,779 36,336 (11,133) (14,414) 1,600,568 (i) Subsidiary Light SESA does not hold any Union-owned resources and rights in its assets. (ii) Annual depreciation rates: The schedule below summarizes significant depreciation rates as determined in ANEEL Resolution No. 367, as of June 2, 2009: Generation Busbar Circuit Breaker Buildings Water intake equipment Water intake structure Generator Turbines – generator Reservoir, dams and water mains Local communications system Hydraulic turbine Average depreciation rate Generation ( %) 2.5 3.0 4.0 3.7 4.0 3.3 5.9 2.0 6.7 2.5 3.8 Commercialization Constructions General equipment Vehicles (%) 4.0 10.0 20.0 Average depreciation rate Commercialization 11.3 Administration Constructions General equipment Vehicles (%) 4.0 10.0 20.0 Average depreciation rate Administration 11.3 Transmission System conductor General equipment System structure Switchgear (%) 2.5 10.0 2.5 4.3 Average depreciation rate Transmission 4.8 45 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 15. INTANGIBLE ASSETS Consolidated Historic cost Intangible Concession right of use Goodwill from future profitability Other In Use Concession right of use Other In progress TOTAL INTANGIBLE (1) 5,897,129 2,034 450,714 6,349,877 788,111 62,528 850,639 7,200,516 12/31/2010 Accumulated amortization (3,218,801) (367,943) (3,586,744) (3,586,744) Net Value 12/31/2009 01/01/2009 Net Value Net Value 2,678,328 2,034 82,771 2,763,133 2,667,560 77,070 2,744,630 2,674,501 96,570 2,771,071 788,111 62,528 850,639 489,639 188,711 678,350 329,364 167,197 496,561 3,613,772 3,422,980 3,267,632 (1) Net of special obligations comprising (i) contributions made by the Union, states, municipalities and consumers, (ii) any unqualified donations (i.e. not subject to any consideration in benefit of the donor), and assistance intended as investments to be made toward concession of the electric power distribution utility. In progress intangible includes inventories of project materials in the amount of R$43,808 as of December 31, 2010 (R$26,904 as of December 31, 2009), as well as a provision for inventory devaluation in the amount of R$5,749 (R$5,749 as of December 31, 2009). A total amount of R$9,183 (R$29,973 in 2009) was carried over to intangible assets in 2010 by way of interest capitalization and as a counterparty to the financial income. The infrastructure used by subsidiary Light SESA is associated with the distribution service, and therefore cannot be removed, disposed of, assigned, conveyed, or encumbered as mortgage collateral without the prior written authorization of the Granting Authority, which authorization, if given, is regulated by Resolution ANEEL No. 20/99. It is the responsibility of ANEEL in its capacity as regulatory agency to determine the estimated economic useful lives of each piece of distribution infrastructure assets for pricing purposes, as well as for the purpose of calculating the amount of the relevant compensation payable upon expiration of the concession term. This estimate is revised from time to time, represents the best estimate concerning the assets' useful lives, and is accepted in the market as appropriate for accounting and regulatory purposes. The management of Light SESA is of the opinion that amortization of intangible assets must be consistent with the return expected on each infrastructure asset, via the applicable rates. Thus, intangible assets are amortized over the expected length of such return, limited to the term of the concession. As a result of this amortization method, the total amount of intangible assets will be amortized at all times in a non-linear fashion. Below is a summary of changes in the intangible assets: 46 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) CONSOLIDATED Balances on 12/31/2009 In Service Concession right of use Goodwill from future profitability Other Total Intangible in Service (-) Depreciation Concession right of use Other Total Intangible in Service - Depreciation In Progress Concession right of use Other Total Intangible in Progress TOTAL INTANGIBLE ASSETS Additions Write offs Inter-account transfers Balances on 12/31/2010 5,691,229 413,090 6,104,319 259,135 2,034 37,624 298,793 (53,235) (53,235) - 5,897,129 2,034 450,714 6,349,877 (3,023,643) (336,184) (3,359,827) (240,387) (31,759) (272,146) 45,229 45,229 - (3,218,801) (367,943) (3,586,744) 605,289 73,199 678,488 579,084 21,578 600,662 - (396,262) (32,249) (428,511) 788,111 62,528 850,639 3,422,980 627,309 (8,006) (428,511) 3,613,772 CONSOLIDATED Balances on 01/01/2009 In Service Concession right of use Other Total Intangible in Service (-) Depreciation Concession right of use Other Total Intangible in Service - Depreciation In Progress Concession right of use Other Total Intangible in Progress TOTAL INTANGIBLE ASSETS Additions Write-offs Inter-account transfers Balances on 12/31/2009 5,549,279 397,368 5,946,647 226,674 15,722 242,396 (84,724) (84,724) - 5,691,229 413,090 6,104,319 (2,874,778) (300,975) (3,175,753) (224,193) (35,209) (259,402) 75,328 75,328 - (3,023,643) (336,184) (3,359,827) 446,947 49,791 496,738 471,293 40,982 512,275 (2,885) (2,885) (310,066) (17,574) (327,640) 605,289 73,199 678,488 3,267,632 495,269 (12,281) (327,640) 3,422,980 47 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 16. SUPPLIERS a) Free Energy – Reimbursement to Power Generation Companies At a meeting held December 15, 2009, the executive board of ANEEL approved the methodology and procedures applicable to determining the balances of Free Energy and Revenue Losses incurred by generation and distribution utility companies following expiration of the Extraordinary Tarift Review (RTE) applicable to power supply rates. However, Resolution No. 387 as of December 15, 2009, published January 12, 2010, concluded the process of computing the Revenue Loss and Free Energy closing balances, and also determined the amounts of any reimbursement operators should pay each other, as applicable, which amounts were pending validation as of December 31, 2010. Energy supply, electric network usage grid charge, materials and service balances have an average settlement period of up to 90 days. 48 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 17. LOANS, FINANCING AND FINANCIAL CHARGES Financing Entity TN - Par Bond TN - Collateral - Par Bond TN - Discount Bond TN - Collateral - Discount Bond TN - C. Bond TN - Debit. Conv. TN - Bib BNDES - Importation KFW III , IV, and V - Tranche A/B/C TN - Flirb TN - New Money Societe Generale II TOTAL FOREIGN CURRENCY Eletrobrás CCB Bradesco BNDES - FINEM BNDES - FINEM direct BNDES - FINEM + 1 BNDES - FINEM direct PSI Working capital- Santander BNDES - PROESCO 1 BNDES - PROESCO 2 BNDES - PROESCO 3 BNDES - PROESCO 4 BNDES - PROESCO 5 RGR Sundry banking warranties TOTAL DOMESTIC CURRENCY SWAP OVERALL TOTAL Principal Current Non-current 64,848 (38,844) 45,249 (27,276) 5,512 13,780 6,174 3,087 200 401 11,886 61,245 564 82,616 16,973 16,973 8,316 119 230 109 339 793 127,032 2,033 450,000 227,193 135,946 135,946 96,768 80,000 338 768 371 1,694 3,963 1,135,020 - - 138,918 1,196,265 Consolidated Charges Current Non-current 838 146 330 31 11 1,356 - 12/31/2010 65,686 (38,844) 45,395 (27,276) 19,622 9,292 612 74,487 Total 12/31/2009 68,641 (35,060) 47,443 (24,597) 26,364 16,185 852 446 1,439 101,713 01/01/2009 92,130 (43,507) 63,976 (30,519) 43,247 30,558 1,431 2,397 3,981 1,168 1,151 4,409 170,422 2,598 461,340 311,162 155,265 155,528 105,831 82,646 459 1,002 481 2,051 4,778 246 209 1,283,596 3,809 458,381 394,139 59,806 59,811 35,284 82,601 1,812 246 194 1,096,083 11,052 464,014 433,062 83,919 596 284 992,927 1 11,340 1,353 2,346 2,609 747 2,646 2 4 1 18 22 246 209 21,544 - 4,060 1,235 5,295 5,558 26,960 1,235 1,363,378 1,203,354 1,163,349 The statement below summarizes the contractual terms and conditions applicable to our loans and borrowings as of December 31, 2010: Principal Amortization Financing Entity TN - Par Bond TN - Collateral - Par Bond TN - Discount Bond TN - Collateral - Discount Bond TN - C. Bond TN - Debit. Conv. TN - Bib Date of signature 04/29/1996 04/29/1996 04/29/1996 04/29/1996 04/29/1996 04/29/1996 04/26/1996 Eletrobrás CCB Bradesco BNDES - FINEM BNDES - FINEM direct BNDES - FINEM + 1 BNDES - FINEM direct PSI Working capital- Santander BNDES - PROESCO 1 BNDES - PROESCO 2 BNDES - PROESCO 3 BNDES - PROESCO 4 BNDES - PROESCO 5 Sundry 10/18/2007 11/05/2007 11/30/2009 11/30/2009 11/30/2009 09/03/2010 12/12/2008 6/15/2009 6/15/2010 9/15/2010 12/16/2010 Currency US$ US$ US$ US$ US$ US$ US$ UFIR CDI TJLP TJLP TJLP CDI TJLP TJLP TJLP TJLP TJLP Interest Rate p.a. 6% U$ Trandasury Libor + 13/16 U$ Trandasury 8% Libor + 7/8 6% Beginning 2024 2024 2024 2024 2004 2004 1999 5% CDI + 0.85% TJLP + 4.3% TJLP + 2.58% TJLP + 1% + 2.58% 4.5% CDI + 1.4% TJLP + 2.5% TJLP + 2.51% TJLP + 2.18% and 4.5% TJLP + 2.05% and 5.5% TJLP + 2.05% and 5.5% 2012 2009 2011 2011 2011 2010 2009 2009 2010 2010 2010 Payment Lump sum Lump sum Lump sum Lump sum Half-yearly Half-yearly Half-yearly Monthly and quarterly Yearly Monthly Monthly Monthly Monthly Yearly Monthly Monthly Monthly Monthly Monthly Remaining Installments 1 1 1 1 7 3 6 between 2 and 120 6 45 72 72 101 1 46 53 53 60 60 End 2024 2024 2024 2024 2014 2012 2013 2013 to 2017 2017 2014 2017 2017 2019 2014 2014 2015 2015 2016 2016 The loan with Banco Real (ABN Amro) due in August 2010 in the amount of R$80,000 was renewed with Banco Santander (new controlling company of Banco Real) maintaining the same amount and CDI cost + 1.4% p.a., due on September 3rd, 2014. 49 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) In 2010 a total of R$246,942 was drawn down against the finacing signed with BNDES on November 30, 2009 in connection with the investment plan of Light SESA, while R$10,155 were drawn down for Light Energia in 2009 and 2010. On September 27, 2010, R$7,322 was directly released to Light Esco through Proesco’s special financing line to the implementation of the energy efficiency project. In addition to the collaterals indicated above, loans are guaranteed by receivables in the approximate amount of R$45,978. The principal of long-term loans and financing matures as follows (excluding financial charges) on December 31st, 2010: 2012 2013 2014 2015 after 2015 TOTAL Local Currency 223,461 223,448 282,556 140,153 265,402 1,135,020 Foreign Currency 8,799 5,712 2,756 43,978 61,245 Total 232,260 229,160 285,312 140,153 309,380 1,196,265 In percentage terms, the variation of major foreign currencies and economic ratios in the period, which are used to adjust loans, financing and debentures, was as follows in the years: USD EUR UMBNDES IGP-M CDI SELIC 12/31/2010 (4.31) (11.14) (3.76) 11.32 9.75 9.78 Variation % 12/31/2009 (25.49) (22.57) (25.66) (1.71) 9.87 9.92 01/01/2009 31.94 24.13 33.86 9.81 12.37 12.48 Covenants The funding of CCB Bradesco, the loans with Banco Santander and with BNDES FINEM, classified as current and non-current, requires that the Company maintain certain debt ratios and interest coverage. In the year ended December 31, 2010, the Company and its subsidiaries are in compliance with all required debt covenants. 50 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 18. DEBENTURES AND FINANCIAL CHARGES Principal Current Non Current Financing Entity Debentures 1st Issue Debentures 4th Issue Debentures 5th Issue Debêntures 6th Issue - LOCAL CURRENCY - TOTAL - Consolidated Charges Current 12/31/2010 19 61,822 298,670 67 727,824 - 17,760 3,061 360,511 727,891 20,821 - Total 12/31/2009 01/01/2009 86 807,406 301,731 8,057 107 955,598 298,409 24,066 118 982,888 - 1,109,223 1,262,171 1,007,072 Contractual conditions of debentures on December 31, 2010 are as follows: Financing Entity Debentures 4th Issue Debentures 5th Issue Debentures 6th Issue Date of Signature 06/30/2005 01/22/2007 06/01/2009 Currency TJLP CDI CDI Interest Rate p.a. TJLP + 4% CDI + 1,50% 115% of CDI Beginning 2009 2008 2011 Principal Amortization Remaining Payment Installments Monthly 54 Quarterly 13 Lump Sum 1 End 2015 2014 2011 Total principal amount is represented net of debentures issue costs, as provided for in CVM Resolution 556/08. These costs are detailed in the table below: Issue Debentures 1st Issue Debentures 4th Issue Debentures 5th Issue Debentures 6th Issue TOTAL Incurred value 7,448 7,094 3,961 18,503 12/31/2010 Value to be recognized 20 5,354 1,330 6,704 Total Cost 7,468 12,448 5,291 25,207 12/31/2009 Total Cost 1,070 7,468 12,448 5,291 26,277 01/01/2009 Total Cost 1,069 7,468 12,457 20,994 Installments related to principal of long-term debentures are due (financial charges not included) on December 31, 2010: 2012 2013 2014 2015 TOTAL 179,839 243,438 304,606 8 727,891 51 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Covenants Classified in the current and non-current, the 5th and 6th Issue of Debentures require the maintenance of indebtedness indexes and coverage of interest rates. In the period ended December 31, 2010, the Company and its subsidiaries complied with all the covenants required. 19. REGULATORY CHARGES – CONSUMER CONTRIBUTIONS 12/31/2010 CURRENT Fuel usage account quota – CCC Energy development account quota – CDE Reversal global reserve quota – RGR Incentive Program to Electric Power Alternative Sources – PROINFA Charges for capacity and emergency acquisition 25,472 17,182 1,394 73,170 117,218 Consolidated 12/31/2009 4,298 17,173 5,359 10,792 73,169 110,791 01/01/2009 24,895 16,638 6,428 5,369 73,403 126,733 Fuel Consumption Account (Conta Consumo de Combustível, or CCC) - This is a charge to the invoiced revenues derived by distribution operators, intended as a subsidy toward the fuel costs associated with isolated electric systems so that consumer rates payable in locations within such systems are similar to those charged in interconnected systems. Energy Development Account (Conta de Desenvolvimento Energético, or CDE) - This charge is intended to further energy development in states and increase competitiveness of the energy generated from alternative sources in those locations served by interconnected grid systems, thus allowing an universal electric power supply service. The amounts payable are also defined by ANEEL. Global Reversal Reserve (Reserva Global de Reversão, or RGR) - This is a charge applying to the Brazilian electric power industry, payable every month by electric power utility operators for the purpose of funding reversal, expansion and improvement of electric power utility services. The annual amount of this charge corresponds to 2.5% of an operator's investments in assets employed in the electric power utility service, subject to a cap of 3.0% of the operator's annual revenue. Alternative Power Source Stimulus Program (Programa de Incentivo às Fontes Alternativas de Energia Elétrica, or PROINFA) - Established by Law No. 10,438/2002, the goal of PROINFA is to further greater participation of renewable sources such as small hydroelectric plants (PCHs), wind farms, and thermoelectric projects as power sources. All electricity generated under this program is purchased by Eletrobrás, and the associated costs are shared among all end consumers (both free and dedicated) within the National Interconnected System (SIN), except low-income consumers with a monthly power consumption of less than or equal to 80 kilowatts-hour (kWh). Emergency Capacity Charge and Emergency Acquisition Charge (Encargo de Capacidade Emergencial e Encargo de Aquisição Emergencial, ECE and EAE) – These charges comprise operating, tax, and administrative costs incurred by the Comercializadora Brasileira de Energia Emergencial – CBEE when purchasing generation or power capacities, which costs are prorated among end consumers served by the NIS based on each individual power consumption pattern. 52 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 20. CONTINGENCIES The Company and its subsidiaries are party in tax, labor and civil lawsuits and regulatory proceedings in several courts. Management periodically assesses the risks of contingencies related to these proceedings, and based on the legal counsel’s opinion it records a provision when unfavorable decisions are probable and whose amounts are quantifiable. In addition, the Company does not record assets related to lawsuits with a less-than-probable chance of success, as they are considered uncertain. The changes of provisions for contingencies are: CURRENT Consolidated Labor Balance as of January 1, 2009 Write-offs / reversals Balance as of December 31, 2009 Civil Tax Other 1,640 Total 2,237 597 - - (597) - - (1,640) (2,237) - - - - - There were no contingencies recorded under current on December 31st, 2009 and 2010. NON CURRENT Balance as of January 1 2009 Additions Adjustments Write-offs / payments Write-offs / reversals Reversal - Law 11941/09 Consolidated Labor 164,128 Civil 252,930 Tax 493,823 Other 83,002 Total 993,883 18,399 (16,380) (2,492) - 53,352 12,999 (57,875) (9,257) - 371 29,281 (357,049) 3,982 3,213 (2,519) (555) - 76,104 45,493 (76,774) (12,304) (357,049) 163,655 252,149 166,426 87,123 669,353 18,208 (13,371) (836) 38,909 22,614 (75,852) (82,238) 36,121 5,398 (26,944) (53,381) 94,816 44,497 (120,314) (136,455) Balance as of December 31 2010 167,656 155,582 180,342 48,317 551,897 Escroe deposits Balance as of December 31 2010 18,746 26,160 40,354 1,655 86,915 Balance as of December 31 2009 Additions Adjustments Write-offs / payments Write-offs / reversals 1,578 16,485 (4,147) - 20.1 Labor Contingencies There are approximately 3,372 labor-related legal proceedings in progress (3,680 on December 31st, 2009) in which the Company and subsidiaries are the defendants. These labor proceedings mainly involve the following matters: overtime; hazardous work wage premium; equal pay; pain and suffering; subsidiary/joint liability of employees from outsourced companies; difference of 40% fine of FGTS (Government Severance Indemnity Fund for Employees) derived from the adjustment due to understated inflation and overtime. 53 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 20.2 Civil Contingencies The Company and its subsidiaries are defendants in approximately 37,171 civil legal proceedings (39,506 on December 31st, 2009), of which 18,138 are in the state and federal courts referring to Civil Proceedings (14,497 on December 31st, 2009), among which those claims that can be accurately assessed amounting to R$310,800 (R$747,873 on December 31, 2009) and 19,033 are in Special Civil Courts (24,559 on December 31 st, 2009), with total claims amounting to R$300,959 (R$377,124 on December 31 st, 2009). Civil Contingencies Accrued Value (probable loss) 12/31/2010 a) Civil proceedings b) Special civil court c) "Cruzado" Plan Total 12/31/2009 01/01/2009 87,842 25,138 42,602 124,576 29,555 98,018 113,303 33,783 105,844 155,582 252,149 252,930 a) The Provision for civil proceedings comprises lawsuits in which Light SESA is the defendant and it is probable the claim will result in a loss in the opinion of the respective attorneys. The claims mainly involve alleged moral and property damage due to the Company’s ostensive behavior fighting irregularities in the network, as well as consumers challenging the amounts paid. Subsidiary Light SESA is party of 11,831 civil proceedings that Management believes that risk of loss are less than probable, based on the opinion of its legal counsels. Therefore, no provision was established. The amount, currently assessed, represented by these claims is R$159,200 (R$480,060 on December 31, 2009). b) Lawsuits in the Special Civil Court are mostly related to matters regarding consumer relations, such as improper collection, undue power cut, power cut due to delinquency, network problems, various irregularities, bill complaints, meter complaints and problems with ownership transfer. There is a limit of 40 minimum monthly wages for claims under procedural progress at the Special Civil Court. Accruals are based on the moving average of the last 12 months of condemnation amount. c) In the last quarter of 2010, the Company obtained a favorable decision in last resort (High Court of Justice – STJ) on the final decision on lawsuit #1995.001.073862-2 against CSN in which it was discussed the legality of the tariff adjustment authorized by the National Department of Water and Electric Power during the freeze period of prices (“Cruzado Plan”). This decision enabled the reversal of the accrued amount of R$61,735, as contra-account in item operating expenses. 20.3 Tax Contingencies The provisions accounted for tax contingencies are as follows: 54 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Tax Contingencies PIS / COFINS PIS/COFINS – RGR and CCC INSS – tax deficiency notice INSS – quarterly Law nº 8200/91 ICMS Social contribution CIDE Other Total Accrued Value (probable loss) 12/31/2010 12/31/2009 01/01/2009 8,561 40,964 22,579 94,400 4,988 8,850 180,342 8,561 39,291 21,504 88,039 4,792 4,239 166,426 214,237 17,709 37,756 92,677 20,063 76,610 27,076 4,593 3,102 493,823 After the enactment of Law 11,941/2009 that allowed for the payment of federal tax debits in installments, Light SESA chose to include debits purpose of a few lawsuits and administrative proceedings in said payment, totaling R$713,000. It is worth pointing out that the adhesion to said payment in installments was already authorized by the Brazilian Federal Revenue Service, pursuant to the electronic message sent to the Company on December 12, 2009, and in the moment it awaits the consolidation of said debits. Light SESA is parties to tax, regulatory and legal proceedings in which Management, based on the opinion of its legal counsels, believes the risks of loss are less than probable, and for which no provision was recorded. Currently, the quantifiable amount of these proceedings is R$858,400 (R$1,156,600 on December 31 st, 2009). Discussed below are certain tax issues or procedures that were deemed as likely losses and significant or which had any developments in 2010: (i) Normative Instruction (NI) No. 86 (2003 through 2005) - This notice of infringement was issued to assess a fine on the Company for alleged failure to make electronic file submissions, as required by NI. No. 86/2001, for calendar years 2003 through 2005. The appeal of the Company was dismissed, upon which an special appeal was filed. The amount involved with this issue as of December 31 st, 2010 was R$257,800 (R$240,200 as of December 31 st, 2009). (ii) Contribution for Education Allowance – This issue relates to dis-allowance and subsequent assessment of deductions made by the Company when withholding contributions for the education allowance between July 1996 and June 2006. The Company's response to the relevant notice of infringement was granted in part, and the amount assessed was reduced by R$9,300 to R$624. The Company nevertheless filed an appeal to discuss the remaining amount. (iii) Transfer of PIS/COFINS - Up to December 31 st, 2010, subsidiary Light SESA was party in 203 pending lawsuits filed by clients questioning the transfer of PIS and COFINS to the electricity bill, pleading the refund of the amounts unduly paid. On August 22, 2010, the Superior Court of Justice judged a leading case of the electricity sector, affirming the legitimacy of transferring the PIS/COFINS to electricity bills. In view of this case law favorable to the distribution companies, the chances of losing the case which were possible now become remote. 55 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) (iv) SEPT – This lawsuit was brought by subsidiary Light SESA seeking cancellation of an assessment of the so-called Single Electric Power Tax (SEPT) in connection with the subsidiary's alleged failure to invoice the amount of this tax to consumers classified as “government” consumers. The appeal filed by the subsidiary was granted. The historic (in 2004) amount of this case is R$3,400. (v) LIR/LOI - IRPJ/CSLL - Income vs. Equity Pickup – Subsidiary Light SESA filed writ of mandamus No. 2003.51.01.005514-8 to challenge an assessment of corporate income tax (IRPJ) and social contribution (CSL) on income earned by its subsidiaries LIR e LOI since 1996 that was allegedly not offered to taxation, as well as the demand for including equity pickup income in the assessment of the IRPJ and CSL for calendar years up to 2002 and subsequent years. Light SESA attempted to move for a partial withdrawal in this writ of mandamus to include the tax debts in the repayment program created by Law No. 11,941/09, and proceed against the assessment in connection with the equity accounting method. However, the Treasury attorney did not accept this partial withdrawal, nor did the competent court. As a result, Light SESA withdrew its writ completely and changed the assessment methodology for the IRPJ/CSLL, which had previously been done based on the income, to use the equity method of accounting. The tax authorities disallowed this change and assessed Light SESA in the amount of R$131,550. Light SESA filed a challenge in response to this assessment. 20.4 Other Contingencies a) Administrative Regulatory Contingencies The Company will now discuss regulatory contingencies of its subsidiaries Light SESA and Light Energia in connection with administrative issues pending with ANEEL. a.1) Notice of Infringement ANEEL No. 007/2010-SFE – This notice was issued on February 17, 2010 and a fine was imposed in the amount of R$9,544 as a result of an inspection carried out in December 2009 by ANEEL officials to verify and review the causes of power shortages occurred in the Operator's underground distribution system. The Company challenged this notice of infringement on March 5, 2010 and moved for dismissal of any alleged noncompliances, as well as for reduction of the fines applied. Alternatively, the Company moved that the fine was converted in an memorandum of agreement (TAC). The executive board of ANEEL did not consent to the TAC and the Company then filed an internal appeal against this decision by ANEEL. The case is currently pending a decision by ANEEL on the appeal and the motion for a TAC. A provision was set up in the amount of the fine imposed. a.2) Notice of Infringement ANEEL No. 071/2010-SFF – This notice was issued on March 17, 2010, and a fine was imposed in the amount of R$448 on account of alleged nonconformities determined in economic, financial and accounting audits performed in subsidiary Light SESA. The subsidiary filed an appeal on April 1, 2010 and requested the fines were converted in admonitions. This appeal is currently pending a decision by ANEEL. In Order No. 1665/2010 dated June 10, 2010, ANEEL reduced the amount of the fine to R$419. The appeal filed is currently pending a decision by ANEEL. A provision was set up in the amount of the fine imposed. a.3) Notice of Infringement ANEEL No. 013/2010-SFG – This notice was issued on March 4, 2010, and a fine was imposed in the amount of R$1,120 on account of alleged failures determined by the regulator in connection with black-start procedures at the UHE generation plants of Fontes Nova, Nilo Peçanha e Pereira Passos, which failures occurred in resuming the NIS following the anomaly 56 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) experienced on November 10, 2009. Light Energia appealed the notice on May 9, 2010 to request the fines were reduced. The Bureau of Generation Service Inspection (SFG) upheld the decision challenged, and the case is pending a decision by the executive board of ANEEL. A provision was set up in the amount of the fine imposed. a.4) Notice of Infringement ANEEL No. 061/2010-SFE – This notice was issued on May 19, 2010, and a fine was imposed in the amount of R$5,049 on account of alleged nonconformities determined in economic, financial and accounting audits performed by ANEEL in May 2009. Subsidiary Light SESA filed an appeal against the notice on June 3, 2010, seeking cancellation of all fines imposed or, alternatively, that they were reduced. The Bureau of Generation Service Inspection (SFG) upheld the decision challenged, and the case is pending a decision by the executive board of ANEEL. A provision was set up in the amount of the fine imposed. a.5) Notice of Infringement ANEEL No. 082/2010-SFE – This notice was issued on June 18, 2010, and a fine was imposed in the amount of R$16,052 on account that subsidiary Light SESA allegedly failed to comply with continuity metrics DEC and FEC for 65 groups during 2009. The incident occurred on November 10, 2009 (the Furnas Blackout) was taken into consideration for computation of the relevant metrics. The Company filed an appeal on July 8, 2010, and moved for a mitigation so that the shortage experienced on November 10, 2009 is not considered for the purpose of computing the DEC and FEC metrics. Currently this appeal is pending review by ANEEL. A provision in the amount of R$4,110 was set up based on the opinion of the Company's legal counsels, which opinion also indicates that ANEEL is likely to reduce the amount of the fine imposed based on the subsidiary's allegations that the Furnas' transmission line downtime should be disregarded in the computation of continuity metrics on account of their nature as force majeure/act of God events and thus capable of defeating the liability of Light SESA in the incident. 21. POST-EMPLOYMENT BENEFITS Light Group’s companies sponsor Fundação de Seguridade Social – BRASLIGHT, a nonprofit closed pension entity, whose purpose is to provide retirement benefits to the Company’s employees and pension benefits to their dependents. BRASLIGHT was incorporated in April 1974 and has four plans - A, B, C and D – established in 1975, 1984, 1998 and 2010, respectively, with about 96% of the active participants of plans A and B. Current plans in effect include defined-benefit- (Plans A and B), mixed-benefit- (Plan C), and definedcontribution plans (Plan D). a) Below is a summary of the Company's liabilities involving pension plan benefits as stated on its balance sheet: Current Contractual debt with pension fund Other Total 95,048 507 95,555 12/31/2010 Non Current 920,630 920,630 Total 1,015,678 507 1,016,185 Current 95,044 95,044 12/31/2009 Non Current 861,386 861,386 Total 956,430 956,430 On October 2rd, 2001 the Bureau of Supplementary Pension Plans approved an agreement for the purpose of balancing accounting deficits and refinancing of repayable reserves, which began to be paid 57 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) out in 300 monthly as of July 2001. As of December 31, 2010 there were 186 monthly installments remaining, in a total contract outstanding amount of R$1,015,678. Until May 2009 the installments were escalated against the variation of the IGP-DI (with one month in arrears) and actuarial interest at the rate of 6% p.a.. Beginning in June 2009, IPCA replaced IGP-DI as the applicable escalation index (with one month in arrears). The agreement is adjusted yearly against the deficit (surplus) reported by Braslight, and as a result the amounts of outstanding installments may increase or decrease accordingly. This adjustment is recognized wholly as financial income in the sponsors' income for the year. The statement below summarizes the changes in agreement liabilities in years 2010 and 2009: Total Consolidated Contractual liabilities on 01/01/2009 Amortization in the period Restatements in the period Transfer to current Contractual liabilities on 12/31/2009 Amortization in the period Restatements in the period Transfer to current Contractual liabilities on 12/31/2010 1,032,161 Current Non-current 87,744 944,417 (93,928) 18,197 - (93,928) 64,345 36,883 (46,148) (36,883) 956,430 95,044 861,386 (93,251) 152,499 - (93,251) 54,243 39,012 98,256 (39,012) 95,048 920,630 1,015,678 58 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) b) Plan description Plan A/B - Benefits in these plans are 'defined benefits' and correspond to the difference between application of certain percentage, between 80% and 100%, of the average of the last 12 and the last 36 salaries, escalated as of the date the benefit began to be paid out, and the amount of the benefit paid by the INSS, whichever is the highest. Plan C - During the capitalization phase, elective benefits are 'defined-contribution' benefits not linked to INSS benefits, and contingent benefits (i.e. sickness allowance, permanent disability pension, pensions payable upon death of active, disabled, or sick participants), as well as continued income, once granted, are 'defined' benefits. The assets of the two portions are determined in shares. For a participant migrating from Plan A/B to Plan C, a settled lifetime income benefit was granted, revertible into a pension benefit, proportionate to the amount of contributions made to Braslight at migration time, as of the participant's latest enrollment in the Fundação, which is deferred until the participant has satisfied a number of qualification requirements. This portion is called the Plan C Settled Defined Benefit Subplan. Plan D - This plan was approved by the Ministry of Social Security's National Bureau of Supplementary Pension (PREVIC/MPS) on March 22rd, 2010, with the first contribution made in April 2010. In this plan, benefits are 'defined contribution' benefits before and after the relevant grant. The statement below summarizes the amounts determined in an actuarial report as recognized in the balance sheet: Consolidated 12/31/2010 Reconciliation of the recognized values in the balance sheet Fair value of the plan assets Present value of the actuarial obligation with cover Net assets (unsecured liabilities) Net liabilities, CVM nº 600/2009 Balance of the adjusted and recorded contract, in accordance with the Interest Rate Equalization 1,120,960 (2,123,507) (1,002,547) (1,002,547) (1,015,678) 12/31/2009 1,105,523 (2,055,223) (949,701) (949,701) (956,430) 1/1/2009 1,013,384 (1,785,142) (771,758) (771,758) (1,032,161) The statement below summarizes the changes in plan fair value over the relevant periods: 12/31/2010 Reconciliation of fair value of assets Fair value of assets at the beginning of the year Expected returns for the year Actuarial gains/(losses) in the plan assets Sponsor's contributions Participants' contributions Benefits paid by the plan/company Fair value of assets at the end of the year 1,105,523 114,886 11,169 94,601 50 (205,269) 1,120,960 12/31/2009 1,013,384 121,732 55,974 95,300 69 (180,937) 1,105,523 The statement below summarizes changes in defined-benefit liabilities over the periods reported: 59 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 12/31/2010 Reconciliation of the value of actuarial liabilities Fair value of liabilities at the beginning of the year Gross cost of current service Interest on actuarial obligations Transfers of participants' contributions in the year Actuarial gains/(losses) Benefits paid in the year Fair value of liabilities at the end of the year 12/31/2009 (2,055,223) (1,592) (212,216) (50) (59,695) 205,269 (2,123,507) (1,785,142) (1,565) (210,679) (69) (238,705) 180,937 (2,055,223) Amounts recognized in the statement of income are summarized below: Amounts recognized in the income statement Cost of current service Cost of interest Expected return on investments Estimated expected cost 2010 1,592 212,216 (114,886) 98,922 2009 1,565 210,679 (121,732) 90,512 The effective return on plan assets amounted R$114,394 in 2010 (R$141,846 as of December 31, 2009). Actuarial considerations: Nominal interest rate (discount) at present value of the actuarial liabilities Expected rate of return on nominal plan assets Annual inflation rate Salary growth rate Adjustment index of continued benefits Capacity factor Revolving rate General mortality table Disability (plans A/B) Disability table (plan C settled) Mortality table of disabled people Active participants Retiree and pensioner participants (1) 2010 2009 10.66% 10.96% 4.40% 6.49% 4.40% 98.00% Based on age AT - 83 (1) LIGHT - Strong LIGHT - Strong IAPB-57 3,454 5,679 10.77% 10.77% 4.50% 6.59% 4.50% 98.00% Based on age AT - 83 (1) LIGHT - Strong LIGHT - Strong IAPB-57 3,638 5,727 Table without aggravation 60 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 22. OTHER DEBTS 12/31/2010 CURRENT Advances from clients Compensation for use of water resources Energy Research Company – EPE National Scientific and Technological Development Fund – FNDCT Energy Efficiency Program – PEE Research and Development Program – P&D Ex-isolated charges Public lighting fee Provision for voluntary resignation Other debits - reimbusements to consumers Other Total Parent Company 12/31/2009 01/01/2009 12/31/2010 Consolidated 12/31/2009 01/01/2009 1,981 1,981 1,524 1,524 1,286 1,286 3,491 4,000 503 1,007 48,925 37,445 10,966 69,243 23,113 37,625 236,318 8,691 4,293 1,038 2,173 76,012 49,090 51,402 11,622 31,707 236,028 3,274 7,404 14,808 77,936 47,031 40,917 46,893 66,735 304,998 - - - 14,306 69,933 128,746 13,670 226,655 13,275 69,933 115,651 9,836 208,695 13,136 69,933 117,583 12,682 213,334 NONCURRENT Provision for success fees Reserve for reversal Use of Public Asset - UBP (a) Other Total a) In accordance with Concession Agreement No. 12/2001 dated March 15th, 2001, which governs the development of the hydroelectric potential of the Paraíba do Sul river in the municipalities of Itaocara and Aperibé, subsidiary Itaocara Energia Ltda. shall pay to the União, by way of a fee owing to use of a public asset, as of the start-up date (scheduled for 2013) and until the concession expires or while the hydroelectric potential is being exploited, monthly installments equal to 1/12 (one twelfth) of the proposed annual payment of R$2,017, duly escalated against the variation of the IGP-M, or any other index as shall replace the former. The contra-entry to liability escalation is being recognized as an intangible asset during the construction phase, without any impact on the income. Following start-up, the escalation will be recognized directly in the income for the year (see note 13). b) Contingent fees The Company set up a provision in the amount of R$14,306 to cover contingent fee liabilities arising from disputes wherein the likeliness of loss is deemed remote. 23. RELATED-PARTY TRANSACTIONS Light S.A. belongs to the Controlling Group Companhia Energética de Minas Gerais – CEMIG, Luce Empreendimentos e Participações S.A. and Rio Minas Energia Participações S.A (RME) – company controlled by Redentor Energia. Interest in operating subsidiaries is outlined in the Note 1. Below, a summary of related-party transactions occurred in the years ended 2010 and 2009: 61 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Contra c ts with the s a me group C o ns o lida te d Re la tions hip with Light S .A. Ite m 1 (Agre e me nt obje c tive s a nd c ha ra c te ris tic s ) S tra te gic a gre e m e nt P urc ha s e a gre e m e nt o f e le c tric po we r be twe e n Light S ES A a nd C EM IG 6 S tra te gic a gre e m e nt P urc ha s e a gre e m e nt o f e le c tric po we r be twe e n Light S ES A a nd C EM IG S tra te gic a gre e m e nt S a le a gre e m e nt o f e le c tric po we r be twe e n Light Ene rgia a nd C EM IG S tra te gic a gre e m e nt C o lle c tio n o f dis tributio n s ys te m us a ge c ha rge s be twe e n Light S ES A a nd C EM IG S tra te gic a gre e m e nt C o m m itm e nt to the ba s ic e le c tric ne two rk us a ge c ha rge s be twe e n Light S ES A a nd C EM IG S tra te gic a gre e m e nt C o m m itm e nt to the ba s ic e le c tric ne two rk us a ge c ha rge s be twe e n Light Ene rgia a nd C EM IG 7 Lo a ns Lo a n with Light S .A., whic h ho lds 50.9% Lightge r, in o rde r to ho no r fina nc ia l c o m m itm e nts re la te d to the im pla nta tio n o f the P a ra c a m bi s m a ll hydro e le c tric pla nt (P HC ). 2 3 4 5 P la no P re vide nc iá rio 8 F unda ç ã o de S e gurida de S o c ia l - B R AS LIGHT As s e ts 12 / 3 1/ 2 0 10 Lia b ilitie s 12 / 3 1/ 2 0 0 9 12 / 3 1/ 2 0 10 CEMIG (pa rty of the c ontrolling group) - - 8,653 CEMIG (pa rty of the c ontrolling group) - - CEMIG (pa rty of the c ontrolling group) 2,561 CEMIG (pa rty of the c ontrolling group) CEMIG (pa rty of the c ontrolling group) CEMIG (pa rty of the c ontrolling group) Re ve n u e 12 / 3 1/ 2 0 0 9 12 / 3 1/ 2 0 10 Exp e n s e s 12 / 3 1/ 2 0 0 9 12 / 3 1/ 2 0 10 12 / 3 1/ 2 0 0 9 8,503 - - 67,473 166 - - - 1,263 - 2,528 - - 21,769 22,553 - - 381 180 - - 2,291 2,059 - - - - 1,634 2,248 - - 17,264 16,977 - - 120 115 - - - - - 115 - - - 152,499 10 10 100,237 Light S .A BRAS LIGHT (pa rty of the c ontrolling group) - - 11,156 - - 1,016,185 956,430 18,197 62 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Below, a summary of agreements executed with related parties: Ite m C o ntra c ts with the s a m e gro up Re la tions hip with Light S .A. Origina l Va lue Da te M a turity da te o r te rm C o nditio ns fo r te rm ina tio n o r e nd (Agre e m e nt o bje c tive s a nd c ha ra c te ris tic s ) S tra te gic a gre e m e nt P urc ha s e a gre e m e nt o f e le c tric po we r be twe e n Light S ES A a nd C EM IG C EM IG (pa rty o f the c o ntro lling gro up) 2 S tra te gic a gre e m e nt P urc ha s e a gre e m e nt o f e le c tric po we r be twe e n Light S ES A a nd C EM IG C EM IG (pa rty o f the c o ntro lling gro up) 5 S tra te gic a gre e m e nt P urc ha s e a gre e m e nt o f e le c tric po we r be twe e n Light S ES A a nd C EM IG S tra te gic a gre e m e nt C o lle c tio n o f dis tributio n s ys te m us a ge c ha rge s be twe e n Light S ES A a nd C EM IG S tra te gic a gre e m e nt C o m m itm e nt to the ba s ic e le c tric ne two rk us a ge c ha rge s be twe e n Light Ene rgia a nd C EM IG S tra te gic a gre e m e nt C o m m itm e nt to the ba s ic e le c tric ne two rk us a ge c ha rge s be twe e n Light Ene rgia a nd C EM IG C EM IG (pa rty o f the c o ntro lling gro up) 6 Light S .A 7 Lo a ns Lo a n with Light S .A., whic h ho lds 50.9% Lightge r, in o rde r to ho no r fina nc ia l c o m m itm e nts re la te d to the im pla nta tio n o f the P a ra c a m bi s m a ll hydro e le c tric pla nt (P HC ). 4 Agre e m e nt C o nditio ns 12/31/2010 1 3 R e m a ining ba la nc e C EM IG (pa rty o f the c o ntro lling gro up) C EM IG (pa rty o f the c o ntro lling gro up) C EM IG (pa rty o f the c o ntro lling gro up) J a n/2006 De c /2038 614,049 J a n/2010 De c /2039 37,600 156,239 - 30% o f re m a ining ba la nc e 450,358 30% o f re m a ining ba la nc e 36,348 J a n/2005 De z/2013 N/A No v/2003 Unde te rm ine d N/A De c /2002 Unde te rm ine d N/A De c /2002 Unde te rm ine d N/A - P ric e e s ta blis he d in the re gula te d m a rke t P ric e e s ta blis he d in the re gula te d m a rke t P ric e e s ta blis he d in the re gula te d m a rke t 54,066 P ric e e s ta blis he d in the re gula te d m a rke t 381 P ric e e s ta blis he d in the re gula te d m a rke t 1,634 P ric e e s ta blis he d in the re gula te d m a rke t 10 Oc t/2010 Oc t/2011 N/A 11,042 C DI + 0,9% p.a . 11,156 P e ns io n P la n 8 F unda ç ã o de S e gurida de S o c ia l (S o c ia l S e c urity F o unda tio n) - B R AS LIGHT B R AS LIGHT (pa rty o f the c o ntro lling gro up) J un/2001 535,052 J un/2026 N/A IP C A+ 6% p.a . 1,016,185 Related-party transactions have been executed under usual market conditions. MANAGEMENT REMUNERATION The shareholders convened at annual general meeting on March 22, 2010, approved the global remuneration payable to the members of the Company's Board of Directors and Executive Board, in the amounts of R$14,506, R$2,060, and R$97, for Light Energia, Light S.A. and Light Energia, respectively. Policy regarding remuneration of the Board of Directors, Executive Board, Supervisory Board and board committees. (i) Pro-rata share of each component to the aggregate remuneration for 2010. Board of Directors Fixed Remuneration: Variable Remuneration: Board of Executive Officers Fixed Remuneration: Variable Remuneration: Outros Fiscal Council Fixed Remuneration: Variable Remuneration: 100% 41% 43% 16% 100% - 63 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Remuneration paid by the Company to the Board of Directors, Executive Board, and Fiscal council in 2010: Consolidated 2010 Board of Directors Fiscal Council Board of Executive Offcers Total 22 5 7 34 Number of members Annual fixed remenution Salary or pro-labore Direct and indirect benefits Variable remunution Bonus Other (LTIP) Benefits from the assiognment of office Total remuneration per body 1,090 1,090 1,090 369 369 369 5,747 4,219 1,529 6,074 5,884 190 2,183 14,004 7,206 5,677 1,529 6,074 5,884 190 2,183 15,463 Average annual compensation due to the Board of Directors, Executive Board, and Fiscal council in 2010: Parent company Board of Fiscal Executive Council Offcers Board of Directors 2010 Number of members 22 Highest individual remuneration Lowest individual remuneration Average individual remuneration 5 95 47 71 Total 7 74 74 74 34 1,102 455 625 1,270 576 769 24. SHAREHOLDERS’ EQUITY a) Capital Stock There are 203,934,060 non-par and book-entry common shares of Light S.A. (203,934,060 on December 31st, 2009) as of December 31 st, 2010 recorded as Capital Stock in the total amount of R$2,225,822 (R$2,225,822 on December 31 st, 2009), as follows: SHAREHOLDERS Controlling Group RME Rio Minas Energia Participações S.A. Lidil Comercial Ltda Andrade Gutierrez Concessões S.A. Companhia Energética de Minas Gerais S.A. Luce Empreendimentos and Participações S.A. Other BNDES Participações S.A. - BNDESPAR EDF International S.A Public Treasury Shares Overall Total 12/31/2010 Number of Shares 106,304,597 26,576,150 53,152,298 26,576,149 97,629,463 30,631,782 66,997,681 203,934,060 12/31/2009 Number of Shares % Interest 52.12 13.03 26.06 13.03 47.88 15.03 32.85 100 01/01/2009 Number of Shares % Interest 52.12 26,576,150 26,576,149 26,576,149 26,576,149 13.03 13.03 13.03 13.03 100,719,912 5,584,685 - 49.39 2.73 - 97,629,463 47.88 97,629,181 47.88 49,776,782 47,593,781 258,900 203,934,060 24.41 23.34 0.13 100 106,304,597 % Interest 106,304,597 68,555,918 13,391,345 15,681,918 203,933,778 52.12 33.62 6.57 7.69 100 Light S.A. is authorized to increase its capital up to the limit of R$203,965,072 through resolution of the Board of Directors, regardless of amendments to the bylaws. However, this increase is to occur 64 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) exclusively upon the exercise of the warrants issued, strictly pursuant to the conditions of the warrants (Bylaws, Article 5, paragraph 2). On March 25th, 2010, the Company released a relevant fact concerning a payment in connection with the acquisition, by CEMIG, of 25,494,500 (twenty-five million, four hundred ninety-four and five hundred) common shares of the Company, held by AGC, which shares represented 12.50% of the total voting stock of the Company.On November 18, 2010, the Company made an announcement to the market in connection with a payment made in connection with the acquisition, by CEMIG, of 1,081,649 (one million, eighty-one thousand six hundred forty-nine) common shares of the Company, held by AGC, which represented 0.53% of the total voting stock of the Company. Said transactions were anticipated in the Share Purchase and Sale Agreement entered into December 30th, 2009, between CEMIG and AGC, as per the material facts released by Light, CEMIG and AGC on that same date. b) Capital reserves Consistent with CVM Resolution No. 562 issued December 17 th, 2008, Light S.A. had recorded the amount of R$34,406 as capital reserves under its shareholders' equity (R$22,459 as of January 1st, 2009). This amount related to stock options granted to certain officers of the company corresponding to the vesting period completed until then. These options were fully exercised over the first quarter of 2010. c) Profit reserve Light S.A. has two profit reserves, as follows: - A Statutory Reserve set at the rate of 5% of the net income for the year, pursuant to the applicable laws. - A Retained Earnings reserve, which is set against the net income for the year that remains after the appropriations in a capital budget have been made, as approved by the Company's Board of Directors subject to shareholder approval at general meeting. d) Treasury Shares As per the material fact released November 6th, 2009, the Company approved a plan to repurchase its own shares as part of the Company's Long-Term Incentive Plan, comprising a Stock Option Plan, in such way that there will be no further need to issue new shares and consequently dilute shareholder interests. As of December 31, 2009, the amount of treasury shares was 258,900, or R$6,361. In January 2010 all treasury shares were delivered to executives entitled to stock options (as mentioned in note 40), and therefore there is no remaining balance as of December 31, 2010. 65 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 25. DIVIDENDS The Company's by-laws provides for distribution of a mandatory dividend at the rate of 25% of the net income for the year, adjusted pursuant to article 202 of Law No. 6,404 dated December 15, 1976. The dividends proposed at year end were determined as follows: 12/31/2010 Calculation of minimum mandatory dividends Net income for the year Legal reserve Calculation base for minimum mandaory dividends 575,150 (28,757) 546,393 Proposed dividends Minimum mandaory dividends (25%) Additional dividends TOTAL DIVIDENDS 136,598 214,381 350,979 (1) Proposed additional dividends were recorded under a specific item of the shareholders' equity, pursuant to the standards set forth in the CPC 08. 26. PROFIT SHARING The Company's Profit Sharing Plan implemented in 1997 spans the whole corporation and is essentially contingent upon consolidated net income and EBITDA results of the Company. Payment of the profit-sharing amount comprises two portions, a fixed and a variable one. The Program has evolved over the years in order to elicit increased employee commitment to improving the Company's and its subsidiaries' bottom-lines. As of December 31st, 2010 the balance of the provision for profit sharing was R$15,308, with payment expected to take place in April 2011. 27. EARNINGS PER SHARE Pursuant to the requirements of CPC 41 and the IAS 33 (Earnings per Share), the statement below reconciles the year's earnings per share with the amounts used to determine the basic and diluted earnings per share. Consolidated 12/31/2010 12/31/2009 NUMERATOR Net income for the year (R$) 575,150 588,804 DENOMINATOR Weighted average number of common shares 203,934,060 203,933,966 DILUTED EARNINGS PER COMMON SHARE 2.820 2.887 There were no significant differences between the basic and diluted earnings per share as of December 66 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 31 st, 2009 and 2010. 28. NET OPERATING REVENUE BREAKDOWN Consolidated Supply to consumers/distributors (note 29) Leases, rentals and other Revenue from network usage Revenue from consrtruction Revenue from services rendered Taxed servicefee Other revenue GROSS REVENUE Billed supply -ICMS PIS / COFINS Other REVENUE TAXES Fuel Consumption Account - CCC Energy Development Account - CDE Global Reveral Reserve - RGR Energy Research Company - EPE National Technological Development Fund - FNDCT Energy Efficiency Program - PEE Research and Development -R&D Other charges CONSUMER CHARGES TOTAL DEDUCTIONS NET REVENUE 2010 2009 8,432,859 36,606 705,309 552,831 71,055 2,186 36,145 9,836,991 8,043,088 48,451 515,713 526,986 31,118 2,675 86,599 9,254,630 (2,219,444) (535,303) (3,685) (2,758,432) (2,080,591) (449,125) (2,553) (2,532,269) (220,500) (206,184) (57,654) (6,146) (12,295) (27,545) (14,481) (25,170) (569,975) (177,422) (206,076) (77,720) (5,685) (11,363) (25,835) (11,363) (515,464) (3,328,407) (3,047,733) 6,508,584 6,206,897 67 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 29. ELECTRIC POWER SUPPLY Consolidated Number of billed sales (1) (2) 2010 2009 GWh (1) 2010 R$ 2009 2010 2009 Residential Industrial Commerce, services and other Rural Public sector Public lighting Public utility Own consumption Billed sales ICMS (State VAT) Unbilled sales 3,759,911 11,403 275,268 11,185 10,451 726 1,319 328 4,070,591 - 3,688,998 11,749 271,768 11,072 10,177 525 1,300 327 3,995,916 - 8,243 1,717 6,157 51 1,441 677 1,095 78 19,459 - 7,880 1,857 6,074 50 1,410 675 1,071 67 19,084 - 2,746,002 335,307 1,866,809 9,500 449,051 103,316 223,958 5,733,943 2,194,042 (8,830) 2,569,692 405,557 1,852,986 9,357 434,749 100,652 213,616 5,586,609 2,069,067 25,810 TOTAL SUPPLY (3) 4,070,591 3,995,916 19,459 19,084 7,919,155 7,681,486 4,719 1,565 6,284 4,676 853 5,529 429,371 84,333 513,704 332,516 29,086 361,602 25,743 24,613 8,432,859 8,043,088 Electric power auction Short-term energy TOTAL SUPPLY - OVERALL TOTAL 4,070,591 3,995,916 (1) Not audited by the independent auditors (2) Number of billed sales in December 2010, with and without consumption (3) Light SESA 30. OPERATING COSTS AND EXPENSES Consolidated Operating Expenses Cost of Service Electric Power Nature of the expense Personnel and management Material Outsourced services Electricity purchased for resale (Note 31) Depreciation and amortization Allowance for doubtful accounts Provision for contingencies Cost of Construction Other (3,392,464) (3,392,464) Operation (168,302) (27,452) (156,965) (311,224) (552,831) (24,603) (1,241,377) Selling (17,646) (2,187) (80,267) (1,163) (254,785) (1,444) (357,492) General and Adm (79,806) (3,851) (123,194) (40,075) 37,100 (75,240) (285,066) Other Operating Revenues (Expenses) 9,828 9,828 2010 (265,754) (33,490) (360,426) (3,392,464) (352,462) (254,785) 37,100 (552,831) (91,459) (5,266,571) 2009 (271,863) (25,911) (274,105) (3,322,637) (343,557) (246,076) (59,969) (526,986) (89,952) (5,161,056) 68 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 31. ENERGY PURCHASED FOR RESALE Consolidated GWh 2010 Connection charges Spot market energy Network usage charges UTE Norte Fluminense Itaipu National Electric System Operator (O.N.S.) PROINFA ESS Other contracts and electric power auctions R$ 2009 1,068 6,351 5,420 532 14,683 28,054 2010 1,327 6,351 5,649 480 13,627 27,434 2009 (19,968) (25,234) (419,401) (806,846) (548,741) (17,752) (83,501) (128,976) (1,342,045) (3,392,464) (19,044) (65,877) (408,011) (935,536) (630,975) (15,913) (1,247,281) (3,322,637) 32. FINANCIAL INCOME Parent Company 2010 2009 REVENUES Interest and variation on debts paid by installments Restatement of tax credits Income from temporary cash investments Swap operations Other EXPENSES Adjustment at present value of receivables Surplus (deficit) adjustment - Braslight Restatement of tax liabilities Restatement of provision for contingencies Banking expenses Charges and monetary variations with BNDES financing Charges and monetary variations on actuarial liability of Brasilight Interest and charges on loans and financing – foreign currency Interest and charges on loans and financing – domestic currency Charges on free energy transactions Credit reversal of IR Debenture 4th Issue Interest and fines on taxes Regulatory fines Installment payment - Reduction in fines and interest rates - Law 11,941 / 09 (REFIS) Installment payment - other fines and interest rates Law 11,941/09 - REFIS Monetary variation – local currency Exchange variation – foreign currency Itaipu exchange variation Swap operations Other TOTAL 66 2,003 522 2,591 Consolidated 2010 1,571 27 1,598 2009 75,546 21,449 59,977 298 15,953 173,223 75,944 33,007 61,197 (10,308) 26,905 186,745 (15) - (286) - (13) (49,263) (34) (44,498) (16,782) (53,953) (109,625) (7,184) (184,108) (11,523) 10,885 (10,805) - 19,072 48,616 (23,392) (45,036) (6,409) (66,813) (10,726) (184,560) (47,575) (4,577) 128,921 (50) (65) (30) (316) 3,284 1 12,859 (4,612) (27,246) (492,617) (101,199) (22) 44,698 (7,554) (15,118) (271,674) (319,394) (84,929) 2,526 1,282 69 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 33. FINANCIAL INSTRUMENTS The statement below reconciles the carrying and market values of assets and liabilities related to our financial instruments: Parent Company 12/31/2010 12/31/2009 Book value Market Value Book value Market Value ASSETS Cash and cash equivalents (note 6 ) Other credits (note 12) LIABILITIES Suppliers (Note 16) 38,295 23,860 62,155 38,295 23,860 62,155 14,584 20,212 34,796 14,584 20,212 34,796 280 280 280 280 6,348 6,348 6,348 6,348 Consolidated 12/31/2010 12/31/2009 Book value Market Value Book value Market Value ASSETS Cash and cash equivalents (note 6 ) Marketable securities (note 7) Concessionaires and permissionaires (note 8) Swaps Concession financial assets (note 11) Other credits (note 12) LIABILITIES Suppliers (Note 16) Loans and financing (Note 17) Debentures (Note 18) Swaps (Note 17) 514,109 11,122 1,634,965 211 469,030 152,973 2,782,410 514,109 11,122 1,634,965 211 469,030 152,973 2,782,410 760,313 68,059 1,653,652 4 354,784 97,250 2,934,062 760,313 68,059 1,653,652 4 354,784 97,250 2,934,062 658,421 1,335,183 1,088,402 5,295 3,087,301 658,421 1,342,054 1,095,106 5,295 3,100,876 564,181 1,183,003 1,241,675 5,558 2,994,417 564,181 1,195,561 1,241,675 5,558 3,006,975 In compliance with CVM Statement No. 475/2008 and CVM Resolution No. 604/2009, which revoked Resolution No. 566/2008, the description of accounting balances and market values of financial instruments stated in the balance sheet as of December 31, 2010 and 2009 are identified as follows: Financial investments Financial investments in bank deposit certificates are measures at their acquisition cost duly escalated at the balance sheet date, which value is proximate to their market value, as determined by the management. Marketable securities Financial investments in bank deposit certificates are measures at their acquisition cost duly escalated at the balance sheet date, which value corresponds to their market value. Consumers, concessionaries and permissionaries (clients) These are classified as “loans and receivables”, being recorded at their original values and subject to a provision for losses and adjustments to their present values, where applicable. Financial concession assets 70 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) These are classified as “loans and receivables”, being recorded at their original values and subject to a provision for losses and adjustments to their present values, where applicable. Suppliers Accounts payable to suppliers of materials and services required in the operations of the Company and its subsidiaries, the amounts of which are known or easily determinable, added, where applicable, of relevant charges, escalation and/or exchange costs incurred as of the balance sheet date. These balances are classified as “financial liability not measured at fair value” and were recognized at their amortized cost, which is not significantly different from their market value. Loans, financing and debentures These are measured by the “restated amortized cost method”. Market values were calculated at interest rates applicable to instruments with similar nature, maturities and risks, or based on market quotations of these securities. The market values for BNDES financing are identical to accounting balances, since there are no similar instruments, with comparable maturities and interest rates. In case of debentures, book and market values are identical, as there is no liquid trading market for these debentures as an accurate benchmark in the market calculation. These financial instruments are classified as “financial liabilities not measured at the fair value”. Swaps These are measured by the “market value”. A the determination of market value used available information in the market and usual pricing methodology: the face value (notional) evaluation for long position (in U.S. dollars) until maturity date and discounted at present value of clean coupon rates, published in bulletins of Securities, Commodities and Futures Exchange – BM&F Bovespa. It is worth mentioning that estimated market values of financial assets and liabilities were determined by means of information available on the market and appropriate valuation methodologies. Nevertheless, meaningful judgment was required when interpreting market data to produce the most appropriate market value estimate. As a result, estimates used and presented below do not necessarily indicate the amounts that may be realized in current exchange market. 71 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) a) Financial Instruments by category: ASSETS Cash and cash equivalents (note 6 ) Marketable securities (note 7) Concessionaries and permissionaries (Clients) (note 8) Swaps Concession financial assets (note 11) Other Credits (note 12) Loans and receivables Parent Company 12/31/2010 Fair value through profit and loss 386 23.860 24.246 37.909 37.909 Amortized Cost LIABILITIES Suppliers (Note 16) Loans and financing (Note 17) Debentures (Note 18) Swaps (Note 17) Fair value through profit and loss 280 280 - Total 38.295 23.860 62.155 Total 280 280 Loans and receivables 36.028 1.634.965 469.030 152.973 2.292.996 Amortized Cost 658.421 1.335.183 1.088.402 3.082.006 Consolidated 12/31/2010 Fair value through profit and loss 478.081 11.122 211 489.414 Fair value through profit and loss 5.295 5.295 Total 514.109 11.122 1.634.965 211 469.030 152.973 2.782.410 Total 658.421 1.335.183 1.088.402 5.295 3.087.301 b) Policy concerning derivative instruments The Company has a policy of using derivative instruments which has been approved by its Board of Directors. According to this policy, the debt service (principal plus interest and charges) denominated in foreign currency maturing within 24 months is to be hedged, except no speculative transaction is allowed, whether using derivatives or any other risky asset. In line with the policy standards, the Company and its subsidiaries do not have any forward contracts, options, swaptions, callable swaps, flexible options, derivatives embedded in other products, derivative-structured transactions and so-called “exotic derivatives”. Furthermore, the statement above denotes that the Company and its subsidiaries use cashless exchange rate swaps (US$ vs. CDI), of which the Notional Contract Value is equal to the amount of the debt service denominated in foreign currency maturing in 24 months. Additionally, in October 2010 certain swap transactions were performed for interest rates in connection with the maturity of the CCB Bradesco. c) Risk management and goals achieved Management of derivative instruments is achieved through operating strategies with a view to liquidity, profitability and safety. Our control policy consists of ongoing enforcement of policy standards concerning the use of derivative instruments, as well as continued monitoring of agreed upon rates versus market rates. 72 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) d) Risk Factors During the normal course of its businesses, the Company and its subsidiaries are exposed to the market risks related to currency variations and interest rates, as evidenced in the chart below: Debt breakdown (excluding financial charges): Consolidated 12/31/2010 USD Currency Basket (BNDES) Foreign currency (current and noncurrent) CDI TJLP Other Local currency (current and noncurrent) Overall total (current and noncurrent) R$ 73,131 73,131 1,618,316 624,457 107,681 2,350,454 2,423,585 % 3.0 3.0 66.8 25.8 4.4 97.0 100.0 12/31/2009 R$ 99,721 444 100,165 1,763,892 521,542 39,079 2,324,513 2,424,678 % 4.1 4.1 72.7 21.5 1.7 95.9 100 On December 31st, 2010, according to the chart above, the foreign currency-denominated debt is R$73,131, or 3.01% of total debt. Financial derivative instruments were contracted for the amount of foreign currency-denominated debt service to expire within 24 months, in the swap modality, whose notional value on December 31 st, 2010 stood at US$19,191, according to the policy for utilization of derivative instruments approved by the Board of Directors. Thus, if we deduct this amount from total foreign currency-denominated debt, the foreign exchange exposure represents 1.72% of total debt. Below we provide a few considerations and analyses on risk factors impacting on business of Grupo Light companies: Currency risk Considering that a portion of Light SESA’s loans and financing is denominated in foreign currency, the company uses derivative financial instruments (swap operations) to hedge service associated with these debts (principal plus interest and commissions) to expire within 24 months in addition to the swap of previously mentioned rates. Derivative operations resulted in a R$1,134 loss in the fourth quarter of 2010 (R$1,671 loss in the fourth quarter of 2009) and a R$4,406 loss in the year (a loss of R$17,862 in 2009). The net amount of swap operations as of December 31, 2010, considering the fair amount, is a negative R$5,084 (negative by R$5,554 on December 31, 2009), as shown below: 73 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Interest Rate Swaps Institution Light's Receivable Banco Itau US$+2,20% 100% CDI 6/18/2009 3/10/2011 Notional Value Contracted (US$ thousand) 69 - (36) (36) Citibank US$+2,33% 100% CDI 6/18/2009 4/12/2011 5,436 - (2,846) (2,846) Banco Itau US$+2,30% 100% CDI 9/10/2009 9/12/2011 66 - (22) (22) Banco Itau US$+2,79% 100% CDI 10/9/2009 10/11/2011 5,273 - (1,155) (1,155) Light's Payable Starting Date Maturity Date Fair Value Fair Value Dec/10 Dec/10 (R$) Assets (R$) Liabilities Fair Value Dec/10 (R$) Balance Citibank US$+3,20% 100% CDI 3/10/2010 3/12/2012 63 - (14) (14) Banco Itau US$+2,82% 100% CDI 4/12/2010 4/11/2012 5,010 - (1,006) (1,006) Bradesco US$+2,50% 100% CDI 9/10/2010 9/10/2012 63 - (7) (7) HSBC US$+2,20% 100% CDI 10/11/2010 10/9/2012 3,211 - (209) (209) Total 19,191 - (5,295) (5,295) Tax Swap Institution HSBC Light's Receivable CDI+0,85% Light's Payable Starting Date Maturity Date 101,9%CDI +(TJLP-6%) 10/11/2010 Notional Value Contracted (US$ thousand) Fair Value Fair Value Dec/10 Dec/10 (R$) Assets (R$) Liabilities Fair Value Dec/10 (R$) Balance 10/9/2011 150,000 211 - 211 Total 150,000 211 - 211 The amount recorded was measured by its fair value on December 31st, 2010. All operations with derivative financial instruments are registered in clearing houses for the custody and financial settlement of securities and there is no margin deposited in guarantee. Operations have no initial cost. Below, the sensitivity analysis for foreign exchange and interest rates fluctuations, showing eventual impacts on financial result of the Company and its subsidiaries. The methodology used in the “Probable Scenario” was to consider that both foreign exchange and interest rates will maintain the same level verified on December 31, 2010 until the end of 2011, maintaining steady liabilities, derivatives and temporary cash investments then verified. It is worth highlighting that, as this refers to a sensitivity analysis of the impact on the 2011 financial result, debt and investment balances on December 31, 2010 were considered, and charges projection and compensation on these balances. It is worth mentioning that the behavior of debt and derivatives balances will observe their respective contracts, and the balance of temporary cash investments will fluctuate according to the need or available funds of the Company and its subsidiaries. 74 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Risk of Exchange Rate Depreciation: Operation Risk FINANCIAL LIABILITIES Par Bond Discount Bond C. Bond Debit. Conv. Bib USD USD USD USD USD DERIVATIVES USD Swaps Scenario (I): Probable Scenario (III) (7,418) (3,891) (1,612) (1,543) (336) (36) (26,705) (10,919) (6,324) (6,575) (2,696) (191) (45,993) (17,947) (11,035) (11,608) (5,057) (346) (2,199) 6,161 14,521 +25% +50% 2.0828 2.4993 Reference for financial assets and liabilities Financial R$/US$ exchange rate (end of the period) R$ Scenario (II) 1.6662 Risk of Exchange Rate Appreciation: Operation Risk FINANCIAL LIABILITIES Par Bond Discount Bond C. Bond Debit. Conv. Bib USD USD USD USD USD DERIVATIVES Swaps USD Reference for financial assets and liabilities Financial R$/US$ exchange rate (end of the period) Scenario (I): Probable R$ Scenario (IV) Scenario (V) (7,418) (3,891) (1,612) (1,543) (336) (36) 11,869 3,137 3,099 3,489 2,025 119 31,157 10,165 7,811 8,521 4,386 274 (2,199) (10,559) (18,919) -25% -50% 1.2497 0.8331 1.6662 With the chart above, it is possible to identify that despite partial hedge against foreign currencydenominated debt (only limited to debt service to expire within 24 months), as R$/US$ quote increases, liabilities financial expense also increases but financial revenues of derivatives also partially offset this negative impact and vice-versa. Thus, cash is hedged thanks to the derivatives policy of the Company and its subsidiaries. Interest rate risk This risk derives from impact of interest rates fluctuation not only over financial expense associated with loans and financing of subsidiaries, but also over financial revenues deriving from temporary cash investments. The policy for utilization of derivatives approved by the Board of Directors does not comprise the contracting of instruments against such risk. Nevertheless, the Company and its subsidiaries continuously monitor interest rates so that to evaluate eventual need of contracting derivatives to hedge against interest rates volatility risk. 75 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) See below the sensitivity analysis of interest rate risk, evidencing the effects on scenarios variation results: Risk of Interest Rate Increase: Operation Risk FINANCIAL ASSETS Temporary cash investments CDI Scenario (I): Probable R$ Scenario (II) Scenario (III) 51,985 64,981 77,977 FINANCIAL LIABILITIES Debentures 5th issue CCB Bradesco CCB Bco ABN Amro Banking S/A Debentures 4th issue FINEM BNDES 2006-2008 FINEM BNDES 2009-2010 FINEM BNDES 2009-2010 TJLP+1 PROESCO Debentures 6th issue CDI CDI CDI TJLP TJLP TJLP TJLP TJLP CDI (259,363) (97,782) (52,171) (9,751) (11) (33,187) (13,584) (15,234) (652) (36,991) (314,847) (119,246) (64,244) (11,909) (13) (38,107) (15,977) (17,651) (772) (46,928) (370,623) (140,710) (76,317) (14,067) (14) (43,026) (18,371) (20,068) (893) (57,157) DERIVATIVES Currency swaps Interest rate swaps Interest rate swaps CDI CDI TJLP (2,199) 1,139 1,139 (2,896) 1,093 (1,029) (3,591) 1,045 (3,197) Reference for FINANCIAL ASSETS CDI (% YTD) 10.64% +25% 13.30% +50% 15.96% Reference for FINANCIAL LIABILITIES CDI (% YTD) TJLP (% YTD) 10.64% 6.00% +25% 13.30% 7.50% +50% 15.96% 9.00% 76 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Risk of Interest Rate Decrease: Operation Risk FINANCIAL ASSETS Temporary cash investments CDI Scenario (I): Probable R$ Scenario (IV) Scenario (V) 51,985 38,988 25,992 FINANCIAL LIABILITIES Debentures 5th issue CCB Bradesco CCB Bco Santander Debentures 4th issue FINEM BNDES 2006-2008 FINEM BNDES 2009-2010 FINEM BNDES 2009-2010 TJLP+1 PROESCO Debentures 6th issue CDI CDI CDI TJLP TJLP TJLP TJLP TJLP CDI (259,363) (97,782) (52,171) (9,751) (11) (33,187) (13,584) (15,234) (652) (36,991) (204,163) (76,318) (40,098) (7,593) (9) (28,268) (11,191) (12,817) (531) (27,338) (149,238) (54,853) (28,025) (5,436) (8) (23,349) (8,797) (10,400) (410) (17,960) DERIVATIVES Currency swaps Interest rate swaps Interest rate swaps CDI CDI TJLP (2,199) 1,139 1,139 (1,498) 1,183 3,307 (795) 1,226 5,476 Reference for FINANCIAL ASSETS CDI (% YTD) 10.64% -25% 7.98% -50% 5.32% Reference for FINANCIAL LIABILITIES CDI (% YTD) TJLP (% YTD) 10.64% 6.00% -25% 7.98% 4.50% -50% 5.32% 3.00% Credit risk It refers to the Company eventually suffering losses deriving from default of counterparties or financial institutions depositary of funds or temporary cash investments. To mitigate these risks, the Company uses all collection tools allowed by the regulatory body, such as disconnection for delinquency, debit losses and permanent monitoring and negotiation of outstanding positions. Concerning financial institutions, the Company only carries out operations with low-risk financial institutions classified by rating agencies. Liquidity risk Liquidity risk relates to the Company's ability to settle its liabilities. In order to determine the Company's ability to satisfactorily meet its financial liabilities, the streams of maturities for funds raised and other liabilities are reported with the Company's statements. Further information on the Company's loans can be found in detail in notes 17 and 18. The Company has raised funds through its operations, from financial market transactions and from 77 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) affiliate companies. These funds are allocated primarily to support its investment plan and in managing its cash for working capital and liability management purposes. Management of financial investments focuses on short-term instruments in an attempt to achieve maximum liquidity and satisfy our expenditure requirements. The Company's cash-generation ability and low volatility concerning receivables and accounts payable over the year provide cash flow stability and thus reduce its liquidity exposure. The realization flow concerning future liabilities as per the relevant terms and conditions is summarized in the statement below: Interest rate instruments Floating Loans, financings and debentures Interest rate instruments Fixed rate Loans, financings and debentures e) 1 to 3 months 74,465 2,181 3 months to 1 year 676,162 57,188 Consolidated 1 to 5 years 1,999,085 108,932 More than 5 years 228,921 185,814 Total 2,978,633 354,115 Capital Management The Company manages its capital with the purpose of safeguarding its capacity to continuously offer return to shareholders and benefits to other stakeholders, in addition to maintaining the ideal capital structure to reduce costs. In order to maintain or adjust its capital structure, the Company either reviews the dividend payment policy, returns capital to shareholders or issues new shares and sells assets to reduce the indebtedness level, for instance. f) Hierarchical Fair Value There are three types of classification levels for the fair value of financial instruments. This hierarchy prioritizes unadjusted prices quoted in an active market for financial assets or liabilities. The classification of hierarchical levels can be presented as follows: Level 1 - Data originating from an active market (unadjusted quoted price) that can be accessed on a daily basis, including at the date of fair value measurement. Level 2 - Different data originating from the active market (unadjusted quoted price) included in Level 1, extracted from a pricing model based on data observable in the market. Level 3 - Data extracted from a pricing model based on data that are not observable in the market. 78 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 12/31/2010 ASSETS Cash and cash equivalent (note 6 ) Marketable securities (note 7) Swaps LIABILITIES Loans and financing (Note 17) Debentures (Note 18) Swaps (Note 17) Consolidated Measurement of Fair Value Identical Similar markets markets Level 1 Level 2 Without active market Level 3 478,081 11,122 211 489,414 - 478,081 11,122 211 489,414 - 1,335,183 1,088,402 5,295 2,428,880 - 1,335,183 1,088,402 5,295 2,428,880 - No financial instrument classified as Level 1 or 3 was observed in the analysis period, and there was no transfer from one level to another in the same period. 34. INSURANCE On December 31st, 2010, Grupo Light had insurances covering its main assets, including: Operational Risk Insurance - it covers material damages caused to buildings, machinery, equipment, furniture and fixtures as a result of fires, explosions, dumping, floods, earthquakes, machinery breakdown and electrical damage. All assets of Grupo Light are insured under the Operational Risks modality, with an “All Risks” coverage, except for transmission and distribution lines. Directors and Officers Liability Insurance (D&O) - It has the purpose of protecting Executives from losses and damages resulting from their activities as Directors, Officers and Managers of the Company. General and Civil Liability Insurance - focuses on the payment of indemnity if the Company is deemed civilly liable by a final and unappealable sentence or deal authorized by the insurance company, in relation to remedies for collateral damage, physical damage to people and/or material damage caused to third parties and related to pollution, contamination and sudden leakage. International Transport Insurance – cargo/equipment shipping, Financial Guarantee Insurance – Energy Trading (8 policies) and Fire Insurance – Leased Properties. The assumptions of risks adopted, given their nature, are not included in the scope of an audit firm, accordingly, they were not audited by independent auditors. Insurance coverage as of December 31, 2010 is considered sufficient by Management, as summarized below: RISKS Directors & Officers (D&O) Civil and general liabilities Operating risks* Effective Term From To 08/10/2010 09/25/2010 10/31/2010 08/10/2010 09/25/2010 10/31/2011 Amount Insured Premium US$20.000 R$20,000 R$ 3,664,000 US$ 76 R$448 R$1,482 79 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 35. ENVIRONMENTAL ISSUES Amongst the most relevant initiatives taken by the Company to ensure environmental quality, the following stand out: Greenhouse Gas (GHG) Emissions (1): The Company started a survey on greenhouse gas emissions related to its activities in 2006. Based on this survey, the Company established an annual target for GHG emission reduction, which has been reached and even surpassed in view of the efforts to make processes more efficient (with lower waste and gas generation). Waste Management (1): Specialized companies are contracted to ensure the correct destination of the waste generated by the Company, including hazardous and recyclable waste. In the maintenance of Power Station plants, for example, there is an agreement with a company specialized in providing washable and reusable towels to replace rags and cloths, resulting in a reduction of up to 60%. As for the activities of the Distribution Station, the Company has an agreement that guarantees the reuse of unused equipment removed from the electric power network, allowing for a significant reduction in the consumption of natural resources and waste generation. Environmental Management System (EMS) and Integrated Management System (IMS) (1): The Company currently has 247 sites certified by ISO 14001, a standard that establishes Environmental Management criteria. Light Energia has a triple certification – Quality, Health & Safety and Environment for the whole Generation Estate in operation. The undertakings certified under the Environmental Management System (EMS) include electric power sub-stations, 138-kV overhead distribution lines, commercial agencies, hydropower plants, among others. The Company's EMS allows for the management of environmental aspects and impacts deriving from the activities listed, as well as compliance with the applicable legal requirements, awareness and environmental training of employees, among others. The maintenance of such a system requires various investments to avoid possible non-compliance. Macrophyte Handling (1): The water vegetation formed in the reservoirs can cause significant problems in power generation, in the control of floods and the multiple uses of water, which requires large investments to control their population growth. Macrophyte Handling (1): The water vegetation formed in the reservoirs can cause significant problems in power generation, in the control of floods and the multiple uses of water, which requires large investments to control their population growth. Program for the Recovery of Rivers and Reservoirs (1): The Company took on a commitment with the Environmental Department of the Rio de Janeiro State to recover the fish fauna of the Paraíba do Sul river. The project elaborated by the State Environmental Institute [Instituto Estadual do Ambiente – INEA] provides for the release of 1 million alevins, of which 200,000 will be provided by Light. Social-environmental responsibility (1): The Company takes education very seriously, and for many years it has been financing primary and technical environmental education projects and schools in cities of its concession area. The Social-environmental inclusion project is one of these initiatives, in a partnership with the Education Department of Piraí-RJ and researchers from UNESP, UNIRIO, UFRRJ, FIOCRUZ and CETAS/IBAMA (Seropédica-RJ), aiming to provide teachers, students and 80 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) employees of the Escola de Lajes school, Company employees and the community with opportunities to learn about local environmental resources available, as well as qualify multipliers of sustainable initiatives, focusing on the necessary environmental care to prevent water pollution and global warming. These initiatives have helped Light remain listed in Bovespa's corporate sustainability index (ISE) since 2007. In 2010, investments in the aforementioned projects, among others, amounted to R$4,976. (1) Unaudited. 81 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) 36. INFORMATION BY SEGMENT Segment reporting was prepared according to CPC 22 (Information by Segment), equivalent to IFRS 8, and is reported in relation to the business of the Company and its subsidiaries, identified based on their management structure and internal management information. The Company's Management considers the following segments: power distribution, power generation, power trading and others (including the holding). The Company is segmented according to its operation, which has different risks and compensation. Segment information for the years ended December 31st, 2010 and December 31 st, 2009 are presented below: Distribution Current assets Non-current assets Investments Property, plant and equipment Intangible assets Current liabilities Non-current liabilities Shareholders' equity 2,200,937 2,152,886 16,374 189,015 3,478,653 1,954,713 3,640,719 2,442,433 Distribution Current assets Non-current assets Investments Property, plant and equipment Intangible assets Current liabilities Non-current liabilities Shareholders' equity 2,592,400 2,324,417 16,448 180,658 3,306,009 1,632,313 4,088,365 2,699,254 Generation 166,428 1,017 149 1,433,849 131,766 217,644 647,138 868,427 Generation 241,920 668 150 1,414,844 116,971 256,089 733,617 784,847 Trading 61,605 20,409 5,039 39,398 7,134 40,521 Trading 49,947 1,889 2,581 4,336 29,473 1,455 27,825 Other 114,245 195 3,356,792 990 1,319 140,045 1,038 3,332,458 Other 191,464 68 3,514,356 730 151,750 19 3,553,680 Eliminations (165,047) (218,002) (3,355,729) 2,034 (165,047) (218,002) (3,353,695) Eliminations (288,818) (307,244) (3,513,147) (288,818) (307,244) (3,511,978) Consolidated 2010 2,378,168 1,956,505 17,586 1,628,893 3,613,772 2,186,753 4,078,027 3,330,144 Consolidated 2009 restated 2,786,913 2,019,798 20,388 1,600,568 3,422,980 1,780,807 4,516,212 3,553,628 82 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) Income segment reporting: Consolidated Distribution Generation Trading Other Eliminations Consolidated 2009 2010 Re-presented 9,347,209 365,018 303,668 - (178,904) 9,836,991 9,254,630 7,927,985 - - - - 7,927,985 7,655,676 Unbilled supplies (8,830) - - - - (8,830) 25,810 Supply - Electric Power 66,446 359,050 249,872 - (161,664) 513,704 361,602 Construction revenue 552,831 - - - - 552,831 526,986 Other 808,777 5,968 53,796 - (17,240) 851,301 684,556 (3,250,106) OPERATIONAL REVENUE Billed supplies DEDUCTIONS TO REVENUE Billed sales - ICMS (State VAT) Consumer charges PIS (Tax on Revenues) COFINS (Tax on Revenues) Other NET OPERATIONAL REVENUE OPERATING EXPENSES AND COSTS Personnel Material Outsourced services (45,077) (33,224) - - (3,328,407) (3,047,733) (2,194,042) - (25,402) - - (2,219,444) (2,080,591) (556,347) (13,628) - - - (569,975) (515,464) (89,735) (5,606) (1,098) - - (96,439) (81,702) (407,984) (25,830) (5,050) - - (438,864) (367,423) (1,998) (13) (1,674) - - (3,685) (2,553) 6,097,103 319,941 270,444 - (178,904) 6,508,584 6,206,897 (5,037,251) (152,913) (248,539) (6,772) 178,904 (5,266,571) (5,161,056) (238,196) (20,683) (3,165) (3,710) - (265,754) (271,863) (22,674) (814) (9,996) (6) - (33,490) (25,911) (317,603) (15,832) (24,575) (2,416) - (360,426) (274,105) (3,344,010) (17,701) (209,297) - 178,544 (3,392,464) (3,322,637) Depreciation (290,232) (61,618) (612) - - (352,462) (343,557) Provisions (208,357) (9,328) - - - (217,685) (306,045) Construction cost (552,831) - - - - (552,831) (526,986) (63,348) (26,937) (894) (640) 360 (91,459) (89,952) - - - 579,394 (579,394) - - (289,098) (33,869) 967 2,606 - (319,394) (84,929) 194,356 6,993 1,493 2,671 (32,290) 173,223 186,745 (483,454) (40,862) (526) (65) 32,290 (492,617) (271,674) (579,394) Energy purchased Other Equity in the earnings of subsidiaries FINANCIAL INCOME Financial revenue Financial expenses INCOME BEFORE TAXES Social Contribution Income tax NET INCOME 770,754 133,159 22,872 575,228 922,619 960,912 (77,440) (15,751) (1,926) - - (95,117) (168,994) (217,998) (28,745) (5,609) - - (252,352) (203,114) 475,316 88,663 15,337 575,228 575,150 588,804 (579,394) 37. TARIFF ADJUSTMENT In a public meeting of the board of executive officers held on November 3, 2010, ANEEL (Brazilian Electricity Regulatory Agency) approved the average adjustment of tariff charged by Light Serviços de Eletricidade S.A. (Light SESA) by 6.99% for a period of 12 months as of November 7, 2010. The tariff adjustment index has two components: a Structural component of 8.31%, which is now part of the tariff, and a Financial component of -1.32%, exclusively applied to the next 12 months. Tariff Adjustment - Light 2010 IRT Structural Additional Financial Charges Total % 8.31 (1.32) 6.99 It is worth pointing out that the tariff incorporate the effects of the new methodology proposed in the Addendum approved by ANEEL at the meeting of the board of executive officers held on February 2rd, 2010. Pursuant to the concession contract, the concessionaire's revenue is divided into two portions. “Portion A” involves the so-called “non-manageable costs” related to the electric power distribution activity, and are only transferred to the power tariff, regardless of the concessionaire's management. “Portion 83 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) B” comprises the remaining revenue amount, therefore involving the so-called "manageable costs", i.e. costs managed by the concessionaire itself. This portion includes operating and maintenance expenses, depreciation and investment compensation. The purpose of the tariff adjustment is to reestablish the purchasing power of the concessionaire's revenue, according to a formula provided in the concession contract. The tariff is adjusted on an annual basis at the contract anniversary date, except in the tariff revision year. To apply the formula, all of the distributor's non-manageable costs are calculated (“Portion A”). Other manageable costs included in “Portion B” are restated by the IGP-M index established by Fundação Getúlio Vargas. The restatement of “Portion B” still depends on the X factor, an index established by ANEEL at the time of adjustment. Its function is to share with the consumer the concessionaire's productivity gains deriving from the growth in the number of consuming units and the increase in consumption in the existing market, which contributes to a moderate tariff. The 8.34% variation in manageable costs (“Portion A”) is mainly due to the increase in Sector Charges, deriving from the recently approved Law no. 12,111, which increased the costs of the Fuel Consumption Account (FCA) and Research and Development account (R&D), and from the increase in System Service Charges (SSC), which results from the inclusion of the forecast of costs associated to thermal power dispatch, outside the merit order, due to power safety by order of the CMSE. “Portion B”, which corresponds to manageable costs, reflects the 8.81% IGP-M variation accumulated in the period of November 2009 to October 2010, with deduction of the 0.86% X Factor, resulting in the final percentage of 7.95%. The consumers of Light SESA observed an average increase of 2.20% in their energy bills since November 7th, 2010. 38. LONG-TERM INCENTIVE PLAN a) Stock Option Incentive Plan On November 6th, 2009, the executives entitled to the long-term incentive plan were dismissed from their positions. Item 10 of the plan provided that, in case of termination of the employment contract before the end of the grace period, the beneficiaries were allowed to exercise a percentage of up to 95% of the options granted, depending on the contract termination date in relation to the vesting period. The options granted totaled 6,917,733 shares, and the executives were entitled to 95% of them, which was equivalent to 6,571,846 shares. On December 31st, 2010, all options had already been exercised. In order to exercise the obligation deriving from the option exercise by the executives, the Company bought shares in the market, holding them in treasury until the settlement of all obligations. b) Incentive Plan in “Phantom Options” 84 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) The “phantom Options” modality was offered to eligible executives appointed by the Board of Directors and is directly linked to Light's value creation, measured by the variation in Light's Value Unit (LVU). The calculation of LVU is based on the weighing of the following factors: 1. Market value of shares issued by Light S.A; 2. Economic value (a multiple of EBITDA); 3. Amount of dividends distributed. The difference between the LVU provided in the Program for the grant year and the LVU verified in the exercise year multiplied by the amount of shares exercised by the participant will amount to the total long-term bonus to be paid to each participant. The Company established a provision in the amount of R$10,669 (R$4,132 on December 31, 2009) for the vesting period incurred in 2010, with an offsetting entry under personnel expenses. 39. LONG-TERM CONTRACTS a) Use of distribution system agreements (CUSD) All plants of subsidiary Light Energia are conected to the distribution network and are valid until the termination date of concessions. On December 31st, 2010, the remaining balance of agreements is R$243,319 (R$244,470 on December 31st, 2009). b) Electric power sale agreements On December 31st, 2010, Light Energia had power sale commitments positioned in average MW, as shown in the chart below: Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Contracted Energy TOTAL (avg.MW) 523,2 521,2 510,1 510,2 479,9 479,9 479,9 479,9 479,9 449,6 449,6 449,6 449,6 449,6 449,6 449,6 c) Electric power purchase agreements 85 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) On December 31st, 2010 the Company had power purchase commitments, as follows: Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 avg.MW Bilateral Contracts 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 1,341 616 - avg.MW Energy Auctions 1816 1883 1505 949 883 865 934 939 939 939 939 939 919 877 681 634 avg.MW Total Contracts 3,157 3,224 2,846 2,290 2,223 2,206 2,275 2,280 2,280 2,280 2,280 2,280 2,260 2,218 1,297 634 86 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) BOARD OF DIRECTORS MEMBERS ALTERNATES Aldo Floris Lauro Alberto de Luca Ana Marta Horta Veloso João Procópio Loures Vale Djalma Bastos de Morais Vacant João Márcio Lignani Siqueira Fernando Henrique Schuffner Neto Firmino Ferreira Sampaio Neto Carlos Augusto Leone Piani Luiz Carlos Costeira Urquiza Paulo Roberto Reckziegel Guedes Carlos Roberto Teixeira Junger Ricardo Simonsen Sérgio Alair Barroso Luiz Fernando Rolla Maria Silvia Bastos Marques Almir José dos Santos Carlos Alberto da Cruz Carmen Lúcia Claussen Kanter Elvio Lima Gaspar Joaquim Dias de Castro FISCAL COUNCIL MEMBERS ALTERNATES Eduardo Grande Bittencourt (Chairman) Ricardo Genton Peixoto Isabel da Silva Ramos Kemmelmeier (Member) Ronald Gastão Andrade Reis Ari Barcelos da Silva (Member) Eduardo Gomes Santos Maurício Wanderley Estanislau da Costa (Member) Márcio Cunha Cavour Pereira de Almeida Aristóteles Luiz Menezes Vasconcellos Drummond (Member) Aliomar Silva Lima 87 NOTES TO THE FINANCIAL STATEMENTS ON DECEMBER 31, 2010 AND 2009 (Amounts in thousands of Brazilian reais) BOARD OF EXECUTIVE OFFICERS Jerson Kelman Chief Executive Officer João Batista Zolini Carneiro Chief Financial and Investor Relations Officer Evandro Leite Vasconcelos Energy Officer Paulo Carvalho Filho Corporate Management Officer Ana Silvia Corso Matte Personnel Officer José Humberto Castro Distribution Officer Paulo Roberto Ribeiro Pinto New Business and Institutional Officer CONTROLLERSHIP SUPERINTENDENCE Luciana Maximino Maia Controllership Superintendent CPF 144.021.098-50 CRC-RJ 091476/O-0 Suzanne Lloyd Gasparini Accountant – Accounting Manager CPF 081.425.517-56 CRC-RJ 107359-0 88
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