Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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

 

For the month of May 2013

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F x  Form 40-F o

 

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

 

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

 

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

 

Yes o No x

 

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

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

CEMIG’s 2012 Results

 

 

 

2.

 

Notice to Stockholders: Dividends, Capital Increase and Stock Dividend, dated April 30, 2013

 

 

 

3.

 

Market Announcement dated April 30, 2013: Filing of the Form 20-F for the fiscal year ended December 31, 2012 with the United States Securities and Exchange

 

 

 

4.

 

Minutes of the Annual General Meeting and Extraordinary General Meeting of Stockholders held concurrently on April 30, 2013

 

 

 

5.

 

Summary of Decisions of the 566th Meeting of the Board of Directors held on May 9, 2013

 

 

 

6.

 

Earnings Release of First Quarter 2013

 

 

 

7.

 

Summary of Decisions of the 567th Meeting of the Board of Directors held on May 16, 2013

 

 

 

8.

 

Market Announcement: Presentation of First Quarter 2013 Results

 

2



Table of Contents

 

SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS

 

GERAIS — CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

Date: May 21, 2013

 

 

 

3



Table of Contents

 

1. CEMIG’s 2012 Results

 

4



Table of Contents

 

 

INDEX

 

REPORT OF MANAGEMENT FOR 2012

3

MESSAGE FROM MANAGEMENT

3

BRIEF HISTORY OF THE COMPANY

5

OUR BUSINESSES

8

FINANCIAL RESULTS OF OUR BUSINESSES

12

THE REGULATORY ENVIRONMENT

24

RELATIONSHIP WITH OUR CLIENTS

30

NEW INVESTMENTS

31

THE CAPITAL MARKET AND DIVIDENDS

34

DIVIDEND POLICY

36

PROPOSAL FOR ALLOCATION OF NET PROFIT

37

CORPORATE GOVERNANCE

37

RELATIONSHIP WITH EXTERNAL AUDITORS

38

RISK MANAGEMENT

38

TECHNOLOGICAL MANAGEMENT AND INNOVATION

39

SOCIAL RESPONSIBILITY

40

RECOGNITION — AWARDS

48

FINAL CONSIDERATIONS

51

SOCIAL STATEMENT (CEMIG — CONSOLIDATED)

52

MEMBERS OF BOARDS

53

STATEMENTS OF FINANCIAL POSITION

54

PROFIT AND LOSS ACCOUNTS

56

STATEMENTS OF COMPREHENSIVE INCOME

57

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY — CONSOLIDATED

58

STATEMENTS OF CASH FLOWS

59

STATEMENTS OF ADDED VALUE

61

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

62

1.

OPERATIONAL CONTEXT

62

2.

BASIS OF PREPARATION

69

3.

CONSOLIDATION PRINCIPLES

98

4.

CONCESSIONS HELD BY THE CEMIG GROUP; AND THE EFFECTS OF PROVISIONAL MEASURE 579 OF SEPTEMBER 11, 2012 (CONVERTED TO LAW 12783 OF JANUARY 11, 2013)

102

5.

OPERATIONAL SEGMENTS

111

6.

CASH AND CASH EQUIVALENTS

115

7.

SECURITIES

115

8.

CONSUMERS AND TRADERS

116

9.

TAXES ON REVENUE, ETC., RECOVERABLE

117

10.

INCOME TAX AND SOCIAL CONTRIBUTION TAX

117

11.

ESCROW DEPOSITS IN LEGAL ACTIONS

120

12.

ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS; THE RECEIVABLES FUND

120

13.

FINANCIAL ASSETS OF THE CONCESSION

123

14.

INVESTMENTS

125

15.

PP&E

135

16.

INTANGIBLE ASSETS

139

17.

SUPPLIERS

142

18.

TAXES AND SOCIAL CONTRIBUTION TAX

142

19.

LOANS, FINANCINGS AND DEBENTURES

144

20.

REGULATORY CHARGES

150

21.

POST-RETIREMENT LIABILITIES

150

22.

PROVISIONS

155

23.

STOCKHOLDERS’ EQUITY

166

24.

REVENUE

171

 

1



Table of Contents

 

25.

OPERATIONAL COSTS AND EXPENSES

175

26.

FINANCIAL REVENUE AND EXPENSES

179

27.

RELATED PARTY TRANSACTIONS

180

28.

FINANCIAL INSTRUMENTS; RISK MANAGEMENT

182

29.

MEASUREMENT AT FAIR VALUE

195

30.

INSURANCE

196

31.

CONTRACTUAL OBLIGATIONS

198

32.

FINANCIAL STATEMENTS SEPARATED BY COMPANY

199

33.

CASH FLOW STATEMENT

201

34.

SUBSEQUENT EVENTS

201

REPORT OF THE EXTERNAL AUDITORS ON THE FINANCIAL STATEMENTS

205

OPINION OF THE AUDIT BOARD

208

DIRECTORS’ STATEMENT OF REVIEW OF THE FINANCIAL STATEMENTS

209

DIRECTORS’ STATEMENT OF REVIEW OF THE REPORT BY THE EXTERNAL AUDITORS ON THE FINANCIAL STATEMENTS

210

 

2



Table of Contents

 

REPORT OF MANAGEMENT FOR 2012

 

Dear Stockholders,

 

Companhia Energética de Minas Gerais — Cemig (“Cemig” or “the Company”) submits for your consideration the Report of Management, the Financial Statements, and the Opinions of the Audit Board and its external auditors on the business year ended December 31, 2012.

 

MESSAGE FROM MANAGEMENT

 

This has been a year of great changes, complexity and challenges.

 

Once again, we would like to express our confidence in the Executive Board’s ability to deliver on the commitments which it has made to the shareholders of the company to generate value and growth.

 

This year, we received clear evidence of the correctness of our decisions, which were reflected not only in the results for the financial year but also in various statements by shareholders and investors when we raised funds, with their full support, and in statements at events in which we took part.

 

We are confident that our strategic vision of how we should manage the various projects which we are pursuing, based on the principles of sustainability and social responsibility, will deliver an adequate and attractive return on investment to our shareholders.

 

Our strategy of seeking operational efficiency and the discipline of investing in assets which add value has certainly made a significant contribution to growth, by virtue of the expansion of the various companies in the share capital and management of which we hold significant stakes.

 

Through its subsidiaries and associated companies, Cemig currently serves over 11 million consumers, with a focus on improving the quality of the services which it provides, having invested R$ 2.5 billion in the distribution sector alone, representing one of the largest investments in distribution in Brazil — a clear demonstration of its commitment to the community in which it operates.

 

The number of consumers that Cemig has recently connected to electricity supply for the first time — over 200,000 — has exceeded expectations; and the quality of service we provide has once again been recognized in a survey carried out by the regulator, Aneel (Agência Nacional de Energia Elétrica), which placed Cemig D among the best companies with over 400,000 consumers in Brazil’s Southeast region.

 

Our net profit for 2012 of R$ 4.3 billion, or R$ 5.37 per share, is significant on account of its size, translating into a price-earnings ratio of 4x. The 2012 net profit is nearly 80% higher than our net profit for 2011.

 

3



Table of Contents

 

The greatest impact came from the advance settlement of the agreement for the assignment of credits from the Earnings Compensation (CRC) Account. Our majority shareholder, the State Government of Minas Gerais, decided to make early payment for this agreement, generating a financial gain of more than R$ 2 billion.

 

The offer of shares in Taesa was a highlight of the year. It received enormous response from investors, generating a significant gain for Taesa that was reflected positively in our results, with a gain of R$ 259 million for Cemig GT. This successful offer, executed under market conditions considered to be unfavorable, was a clear demonstration of investor confidence in our strategies. Taesa has become Cemig’s preferred vehicle for investment in electricity transmission.

 

Once again, the Brazilian capital markets demonstrated their capacity to provide significant volumes of funding for our activities, amounting to over R$ 7 billion raised by the various companies of the Cemig Group.

 

Another important development in the year was the Brazilian government’s issuance, on September 11, 2012, of Provisional Measure 579, dealing with renewal of those concessions which had expiry dates, under existing contracts, in the years 2015 through 2017.

 

The federal government proposed bringing forward the expiry of these concessions to January 2013, and imposed a timetable for decisions on adhesion to this proposal, expiring on December 4, 2012. Most of the companies involved regarded the deadline as very short. The new legislation also altered the nature of the regime of concession agreements: under the new system concession holders acquired the condition of providers of maintenance and operating services, in contrast to the current agreements, which, in addition to those services, include the sale of the products of the assets. By way of compensation, the federal government would reimburse concession holders whose assets had not yet been depreciated, at replacement value. The objective of the proposal was to transfer the products of the assets to the operators of distribution concessions at operating and maintenance cost, aiming to achieve a significant reduction in the final tariff to consumers, with the additional benefit of controlling inflation.

 

Convinced of the benefits to its consumers, Cemig decided to accept the new concession agreements for public electricity transmission and distribution service, believing that by so doing, it would also protect the interests of its shareholders. The reimbursement for the residual value of the transmission assets, despite the fact that not all of the criteria for its calculation had been defined, reached a minimum level that we considered fair for the investments already made.

 

In relation to generation assets, on the other hand, we took the view that for those concessions that are subject to a second renewal, the proposal for providing services of operating and maintenance did not offer the minimum conditions for the providing a quality service, corresponding to the responsibility of providing it. For the

 

4



Table of Contents

 

concessions that are still yet subject to a first renewal, we understand that our agreement guarantees a renewal for an additional twenty years, and hence, on the basis of the benefit provided to shareholders and customers, we should not adhere to the new proposals.

 

Thus, for the former group of generating plants, we decided not to accept the proposals; and for the latter, we decided to proceed in accordance with the terms of the contract, requesting renewal in accordance with the expiry dates of each one. We expect that our rights will be respected and that we will be able to continue to provide a quality service to our customers.

 

We are facing challenges over the next year, but are confident that our strategic vision will lead to the most beneficial actions for our shareholders and customers.

 

We would like to thank our employees for their strong support for our initiatives to improve operations and introduce new technologies. Our staff is among the most active in the electricity sector and is responsible for the excellent reputation which we enjoy for efficiency and technical skill.

 

We would re-emphasize that we have only succeeded in achieving these results because of the support of all of our shareholders, and in particular our majority shareholder, represented by the Governor Antonio Anastasia of Minas Gerais State, whom we would like to thank for his unquestioning confidence, demonstrated throughout the year.

 

BRIEF HISTORY OF THE COMPANY

 

Cemig is a company with mixed public- and private-sector ownership, controlled by the government of the Brazilian state of Minas Gerais. Its shares are traded on the exchanges of São Paulo, New York and Madrid (Latibex). Its market valuation at the end of 2012 was approximately R$ 19 billion.

 

Cemig’s shares have been in the Dow Jones Sustainability World Index for 13 years. In 2012 it was the only company in the sector in Latin America chosen for the DJSI World, reflecting its sustainable management practices, and it continues to be the only company in the electricity sector in Latin America that has been a part of this select group of companies since the DJSI was created in 1999.

 

In January 2013, Cemig was elected the world’s 43rd most sustainable company, in the ninth Annual Global 100 ranking, published by the Canadian magazine Corporate Knights. In the utilities sector — electricity, gas and water services — Cemig was considered to be the world’s fourth most sustainable company.

 

The Cemig Group comprises 116 companies, and 16 consortia. It is controlled by a holding company, with assets and businesses in 23 of Brazil’s states, the Brazilian federal district, and Chile. Cemig also operates in data transmission, through Cemig Telecom, and in the provision of energy solutions, through Efficientia.

 

5



Table of Contents

 

Our mission, vision, and values

 

Cemig’s Mission:

 

“To operate in the energy sector with

profitability, quality and social responsibility.”

 

Cemig’s Vision:

 

“To consolidate Cemig’s position, over the course of this decade, as

the largest group in the Brazilian electricity sector by market value,

with a presence in the natural gas market, and as a global leader in sustainability,

admired by its clients and recognized for its solidity and performance”.

 

Cemig’s Values:

 

Integrity, ethics, wealth, social responsibility,

enthusiasm for the work, and entrepreneurial spirit”.

 

Geographical coverage

 

As the map below shows, Cemig operates in many regions of Brazil, with activity most highly concentrated in the country’s Southeast. It also shows Cemig’s first operation outside Brazil: the Charrúa—Nueva Temuco transmission line, in Chile, which began to operate in 2010.

 

Cemig: Brazil’s largest integrated electricity company

 

 

6



Table of Contents

 

The CEMIG brand

 

In 2011, the valuation attributed to the Cemig brand increased by 9.6%. The increase was in particular due to the company’s improved financial performance.

 

 

Cemig’s Brand and Image Committee

 

The results of surveys assessing the company’s brand and reputation underline the need, perceived in previous surveys, for Cemig to continue working on essential questions related to these two aspects.

 

Cemig has a Brand and Reputation Committee, which analyses actions to be put in place for improvement of the company’s performance in relation to these intangible assets. Among the products created by the committee in 2012 is the Cemig Brand and Reputation Platform, a system aiming to ensure a coherent and consistent positioning whenever the company presents itself to its internal or external publics. The underlying document of the Cemig Brand and Reputation Platform is a strategic benchmark for the whole of Cemig.

 

Another document created by the committee gives the Cemig Group’s guidelines for management of the brand, image and reputation. It highlights the risks and opportunities, the committee’s recommendations, and the issues relating to the Company’s points of contact with its publics. The objective is that internal initiatives should work in favor of aligning the various companies in the Group, helping to strengthen its brand and reputation, optimize a positive view of the company by the public, and ensure a strong degree of public confidence in the Company at moments of crisis — these factors form the basis for the recommended suggestions.

 

7



Table of Contents

 

OUR BUSINESSES

 

Profit generated by the activity in 2012

 

R$ million

 

 

The financial revenue and profit resulting from the early settlement of the CRC contract is recognized in the Others component. For further information see note 12 to the consolidated financial statements.

 

Hydroelectric generation

 

Through its subsidiaries and jointly-controlled subsidiaries, Cemig has 70 plants in operation: 63 hydroelectric plants, 3 thermal generation plants and 4 wind farms. With their aggregate installed capacity of 7,032 MW, this group of plants makes Cemig Brazil’s third largest electricity generation group.

 

Plant

 

Generating capacity
(MW)

 

Actual output
(MW)

 

São Simão

 

1,710

 

1,281

 

Emborcação

 

1,192

 

497

 

Nova Ponte

 

510

 

276

 

Jaguara

 

424

 

336

 

Miranda

 

408

 

202

 

Três Marias

 

396

 

239

 

Volta Grande

 

380

 

229

 

Irapé

 

360

 

206

 

Aimorés

 

330

 

172

 

Others

 

752

 

482

 

Generation by Light

 

282

 

210

 

Wind power

 

104

 

42

 

Thermal plants

 

184

 

123

 

Total

 

7,032

 

4,295

 

 

In line with Cemig’s growth strategy, its total installed generation capacity has grown constantly over the last five years.

 

8



Table of Contents

 

 

The company has generation projects in progress, among which we highlight:

 

Plant

 

Installed capacity (MW)

 

Cemig stake, %

 

Full operational start date

 

Santo Antônio

 

3,150

 

10.0

%

2016

 

Belo Monte

 

11,233

 

7.28

%

2018

 

 

Wind generation

 

Cemig was a pioneer in Brazilian wind power: its first wind plant, the Morro do Camelinho plant, was connected to the national grid in 1992. Brazil has theoretical total wind power generation potential of 143.5 GW. This is more than the country’s current total installed generation capacity, of 107 GW.

 

In 2011 Cemig became a member of the stockholding group controlling Renova Energia, through its interest in Light. Renova is the owner of the largest wind power complex in Latin America, located in the central region of the state of Bahia.

 

In 2012 Renova received a strategic stockholder into its stockholding base, BNDESPar — the investment arm of the Brazilian Development Bank (BNDES) — which invested R$ 260.7 million, and now holds 12.1% of the share capital. With the entry of BNDES as a stockholder, Renova has even further strengthened its position in the renewable electricity generation sector, with alliance to one of Brazil’s principal financial institutions, and the benefit of all that institution’s expertise in infrastructure projects and its dedication to the development of renewable energy sources.

 

Cemig also has a 49% interest in three major wind farms that are already in operation, with total generation capacity of approximately 100 MW.

 

9



Table of Contents

 

Transmission

 

Through its subsidiary and affiliate companies operating in electricity transmission, Cemig operates a transmission network which had a total length of 9,413km in 2012 (8,794km in 2011). It is Brazil’s third largest transmission group, present in 13 states of Brazil, and in Chile.

 

The chart below shows the growth of Cemig’s transmission lines over the past five years.

 

 

Distribution

 

Cemig is Brazil’s largest electricity distribution group, with leading positions in the States of Minas Gerais and Rio de Janeiro through Cemig D (Cemig Distribuição) and Light, serving more than 10 million consumers.

 

Cemig D

 

Cemig Distribuição (“Cemig D”) is the largest distribution company in Latin America, with 510,744km of distribution networks (108,400km in urban areas and 384,750km of rural networks), and also 17,594km of high- and medium-voltage sub-transmission lines. It serves 7.5 million consumers.

 

Cemig D has one of the highest indices of service to consumers benefited by the Brazilian Social Tariff. Of the total of residential consumers invoiced in 2012, 12.0% were classified as low-income, a total of approximately 898,000 consumers.

 

The chart below shows the growth of Cemig D’s sub-transmission and distribution lines over the past five years.

 

10



Table of Contents

 

 

Light

 

The corporate objects of the jointly-controlled subsidiary Light are: directly or indirectly, to operate electricity services, including generation, transmission, trading or distribution, and other related services; and to hold direct or indirect interests in other companies. Light serves more than 4 million consumers in 31 municipalities of the State of Rio de Janeiro.

 

Electricity sales and trading

 

The companies of the Cemig Group are the leaders in serving Brazil’s electricity Free Market. It has expanded its area of operation to other states of Brazil, and is consolidating its position with the addition of new clients in the states in which it already operates, led by Minas Gerais, São Paulo and Bahia.

 

In serving large free clients as final consumers, Cemig has a leadership position arising from a volume of sales equivalent to twice the volume sold by its closest competitor.

 

In service to ‘special clients’, Cemig’s position has expanded each year, with major growth over the period from 2008 to 2012.

 

11



Table of Contents

 

The ‘special client’ sector in Brazil’s electricity trading chamber (CCCE)

and in Cemig (average MW)

 

 

FINANCIAL RESULTS OF OUR BUSINESSES

 

Performance in 2012

 

Cemig reports an increase in profit, led by growth in revenue.

 

Net profit, R$ billion

Revenue, R$ billion

 

 

 

Net profit

 

Cemig reported net profit of R$ 4.272 billion in 2012, 76.89% more than its 2011 net profit of R$ 2.415 billion.

 

Operational revenue

 

This is the breakdown of operational revenues:

 

12



Table of Contents

 

R$ mn

 

2012

 

2011

 

Change,
%

 

Revenue from supply of electricity

 

18,614

 

16,568

 

12.35

 

Revenue from use of the electricity distribution systems (TUSD)

 

2,215

 

1,978

 

11.98

 

Transmission revenue

 

 

 

 

 

 

 

Transmission concession revenue

 

1,675

 

1,407

 

19.05

 

Transmission construction revenue

 

160

 

120

 

33.33

 

Transmission indemnity revenue

 

192

 

 

 

Distribution construction revenue

 

1,446

 

1,413

 

2.34

 

Gas construction revenue

 

25

 

7

 

257.14

 

Transactions in electricity on the CCEE

 

427

 

269

 

58.74

 

Other operational revenues

 

1,324

 

984

 

34.55

 

Sector / regulatory charges: deducted from operational revenue

 

(7,618

)

(6,997

)

8.88

 

Net operational revenue

 

18,460

 

15,749

 

17.21

 

 

Revenue from supply of electricity

 

Revenue from total supply of electricity in 2012 was R$ 18.614 billion, compared to R$ 16.568 billion in 2011 — an increase of 12.35%.

 

Final consumers

 

Revenue from sales of electricity to final consumers (excluding Cemig’s own consumption) was R$ 16.671 billion in 2012, 11.47% more than in 2011 (R$ 14.955 billion).  The main factors in this result are:

 

·                  Volume of energy invoiced to final consumers (excluding Cemig’s own consumption) 4.49% higher.

 

·                  Increase in consumer tariffs for Cemig D, with average impact for captive consumers of 7.24%, from April 8, 2011 (full effect in 2012).

 

·                  Tariff increase for Light, with average effect on consumer tariffs of 7.8%, from November 7, 2011 (full effect in 2012).

 

·                  Tariff increase for Cemig D with average effect on consumer tariffs of 3.85%, effective April 8, 2012.

 

·                  Price adjustments in contracts for sale of electricity to free consumers, most of which are indexed to the IGP—M inflation index.

 

Evolution of the market

 

·                  The figures for Cemig’s market can be summarized as:

 

·                  Sales of electricity to both captive and free consumers,

 

·                  — in the concession area of Minas Gerais, and outside that state;

 

·                  sales of electricity to other agents of the sector in the Free and Regulated Markets;

 

·                  sales under the Proinfa Program to Encourage Alternative Electricity Sources; and

 

·                  sales on the CCEE (the wholesale market);

 

·                  — with elimination of transactions between companies of the Cemig group.

 

13



Table of Contents

 

The table below shows Cemig’s market in detail, comparing the transactions in 2012 with those of 2011.

 

 

 

MWh ( * )

 

 

 

2012

 

2011

 

Residential

 

11,518,441

 

10,742,297

 

Industrial

 

25,969,189

 

26,028,775

 

Commercial, Services and Others

 

7,949,909

 

6,984,941

 

Rural

 

2,874,259

 

2,646,475

 

Public authorities

 

1,343,999

 

1,191,280

 

Public illumination

 

1,463,813

 

1,371,091

 

Public service

 

1,549,311

 

1,439,200

 

Subtotal

 

52,668,921

 

50,404,059

 

Own consumption

 

62,133

 

57,098

 

 

 

52,731,054

 

50,461,157

 

Wholesale supply to other concession holders (**)

 

13,867,837

 

14,457,890

 

Sales under the Proinfa program

 

126,900

 

120,827

 

Total

 

66,725,791

 

65,039,874

 

 


( * )               The MWh column includes a percentage of the total electricity sold by Light equivalent to Cemig’s stockholding. (Data not reviewed by external auditors.)

( ** )        Includes Contracts for Sale of Electricity in the Regulated Market (CCEARs), and ‘bilateral contracts’ with other agents.

 

The total of electricity sold by Cemig in 2012 was 2.59% greater than in 2011.

 

The volume of electricity sold to final consumers was 4.49% higher, due to the expansion of the internal and external market, in spite of the relative slowdown in growth of Brazilian economic activity in 2012.

 

The following are descriptions of the performance of the main electricity consumer categories:

 

Residential: Residential consumption was 7.23% higher than in 2011. The growth in consumption by this consumer group mainly reflects connection of new consumers, and increased private consumption of goods and services.

 

Industrial: Consumption by captive and free clients was 0.23% lower in 2012, basically reflecting reduction in the level of economic activity in the year, the sectors most affected being steel, chemicals and ferro-alloys.

 

Commercial: Electricity transacted with captive and free clients in the concession area in Minas Gerais and outside the state was 13.81% higher, associated with the strong level of domestic demand, with high growth in retailing, communications services and food.

 

Rural: Rural consumption grew by 8.61%. This is related to first-time connection of rural properties, and the increase in demand for electricity for irrigation, related to the atypical climatic conditions in 2012.

 

Other user categories: The total of consumption by the other consumption categories — public authorities, public illumination, public services, and Cemig’s own consumption — was 8.87% higher in 2012.

 

14



Table of Contents

 

Revenue from wholesale electricity sales

 

The volume of electricity sold to other agents of the electricity sector was 4.08% lower in 2012. The reduction in sales to other agents arises from the Company’s commercial strategy, which gave priority to serving final users (Free Consumers and consumers of incentive-bearing electricity supply) and participation in the wholesale markets — subject to the existence of the group’s own available energy, addition of value and minimization of risks.

 

Although the volume of electricity sold to other concession holders was 4.08% lower, revenue from these sales was 20.67% higher, at R$ 1.903 billion in 2012 (vs. R$ 1.577 billion in 2011) due to the average sale price being 25.80% higher — at R$ 137.23/MWh in 2012, compared to R$ 109.08/MWh in 2011.

 

Revenue from use of the electricity distribution systems (TUSD)

 

The revenue of Cemig D and Light from the Tariff for Use of the Distribution Systems (TUSD) was 11.98% higher, at R$ 2.215 billion, in 2012, than in 2011 (R$ 1.978 billion). This revenue comes from charges made to Free Consumers on energy sold by other agents of the electricity sector, and its increase arises from a higher volume of transport of energy for free consumers, a consequence of the recovery of industrial activity and of migration of captive clients to the free market.

 

Transmission Concession Revenue and Indemnity Revenue

 

Revenue from the Transmission Concession in 2012 was R$ 1.675 billion, vs. R$ 1.407 billion in 2011, an increase of 19.05%. This variation mainly reflects the increase in the Company’s transmission assets arising from the new acquisitions made in the second half of 2011 — principally of Abengoa, acquired through Cemig’s jointly-controlled subsidiary Taesa. The transmission revenue added by Taesa, in proportion to Cemig’s stake, was R$ 696 million in 2012, compared to R$ 564 million in 2011.

 

In 2012 the Company posted an estimated gain reflecting the indemillionity of the transmission assets which were included in the criteria of Provisional Measure 579, in the amount of R$ 192 million. For more details, please see Explanatory Note 4.

 

15



Table of Contents

 

Other operational revenues

 

The Company’s other operational revenues are:

 

 

 

Consolidated

 

 

 

2012
R$ million

 

2011
R$ million

 

Supply of gas

 

755

 

579

 

Charged service

 

18

 

14

 

Telecoms service

 

162

 

158

 

Services rendered

 

117

 

98

 

Subsidies (*)

 

176

 

56

 

Rental and leasing

 

86

 

77

 

Others

 

10

 

2

 

 

 

1,324

 

984

 

 

Sector / regulatory charges: deducted from operational revenue

 

The sector charges that result in deductions from operational revenue in 2012 totaled R$ 7.618 billion, compared to R$ 6.997 billion in 2011, an increase of 8.88%. The main variations in these deductions from revenue between the two years are as follows:

 

The Fuel Consumption Account — CCC

 

Expenses on the CCC in 2012 were R$ 565 million, 21.31% less than their total of R$ 718 million in 2011. This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is prorated between electricity concession holders, on a basis set by a Resolution issued by the regulator, Aneel.

 

This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion relating to transmission services, the Company charges the CCC amount to Free Consumers on their invoices and passes it on to Eletrobrás. The variation in this cost is primarily due to reduction in the unit cost of the CCC, which is defined by an Aneel Resolution.

 

CDE — Energy Development Account

 

Expenses on the CDE in 2012 were R$ 616 million, 19.38% more than their total of R$ 516 million in 2011. These payments are specified by a Resolution issued by the regulator, Aneel.

 

This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion relating to transmission services the Company merely charges the CDE amount to Free Consumers on their invoices for use of the grid, and passes it on to Eletrobrás.

 

16



Table of Contents

 

The other deductions from revenue are taxes, calculated as a percentage of amounts invoiced. Hence their variations are substantially proportional to the changes in revenue.

 

For a breakdown of the taxes applicable to revenues, please see Explanatory Note 24 to the consolidated financial statements.

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 14.639 billion in 2012, 27.91% more than in 2011 (R$ 11.445 billion). See the principal expenses and costs in Explanatory Note 25 to the consolidated financial statements.

 

The following paragraphs outline the main variations in expenses:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 2012 was R$ 5.951 billion, 39.11% higher than the figure of R$ 4.278 billion for 2011. This primarily reflects:

 

·                  Financial exposure to the spot market 164.09% higher in 2012, at R$ 890million, than in 2011 (R$ 337million), due to the increase in the average spot price (PLD) between the two periods, in the principal exposure sub-markets, the Southeast and Center-West: this average price was R$ 29.42/MWh in 2011 — while for 2012 it had increased to R$ 166.69/MWh.

 

·                  Purchases of electricity in the Regulated Market 42.80% higher, at R$ 2.806billion in 2012, compared to R$ 1.965billion in 2011. This increase substantially arises from connection of thermal plants in 2012, with a higher cost, and the transfer of this increase in cost to the distributors.

 

·                  Cemig D’s expense on electricity from Itaipu was 16.29% higher. This supply is indexed to the dollar, and totaled R$ 885 million in 2012, compared to R$ 761 million in 2011 — mainly reflecting depreciation of the Real against the dollar in 2012, whereas in 2011 the Real appreciated against the dollar. The average value of the dollar applied to invoices in 2012 was R$ 1.974, 17.78% higher than the value of R$ 1.676 applied in 2011.

 

This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment.

 

17



Table of Contents

 

Charges for the use of the Transmission Grid

 

The expense on charges for use of the transmission network in 2012 was R$ 1.011 million, vs. R$ 830 million in 2011, an increase of 21.81%. This expense refers to the charges, set by an Aneel Resolution, payable by electricity distribution and generation agents for use of the facilities that are components of the national grid.

 

This is a non-controllable cost: the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment.

 

Depreciation and amortization

 

The expense on depreciation and amortization was 1.83% higher in 2012, at R$ 1.001 billion, than in 2011 (R$ 983 million). This basically reflects increase in the assets of the concession due to the program of investments, mainly in distribution, offsetting the effect of the reduction in the rate of depreciation and amortization applied as from 2012 due to the revision of the figures for useful life.

 

Employee post-retirement liabilities

 

The expense on post-employment obligations in 2012 was R$ 134 million, compared to R$ 124 million in 2011, an increase of 8.06%. This expense represents the updating of the obligation, calculated in accordance with an actuarial opinion prepared by external consultants.

 

Personnel

 

Total personnel expenses in 2012 were R$ 1.361 billion, 8.97% more than in 2011 (R$ 1.249 billion). This principally reflects the salary increases in November 2011 and 2012, averaging 8.20% and 4.5% respectively, partly offset by the reduction of 3.84% in the number of employees.

 

Operational provisions

 

Operational provisions in 2012 totaled R$ 782 million, 203.10% more than in 2011 (R$ 258 million). This mainly reflects the following:

 

·                  A provision for doubtful receivables of R$ 159 million by Cemig D in 2012, reflecting non-expectation of receipt of the ICMS tax on Charges for Use of the Distribution System (TUSD).

 

·                  A provision of R$ 403 million for the Settlement Agreement between Cemig and the federal government in relation to the now-extinct CRC Account — this settlement was an operational condition for the early settlement of the CRC Contract by the government of Minas Gerais State.

 

For more information please see Explanatory Note 25 to the consolidated financial statements.

 

18



Table of Contents

 

Gas bought for resale

 

Expenses on gas bought for resale in 2012 were R$ 495 million, 50.46% more than their total of R$ 329 million in 2011. This primarily reflects the increase in the volume purchased, to supply the higher volume of gas sold by Gasmig in 2012, due to increased industrial activity of clients in the “Steel Valley” (Vale do Aço) and the South of Minas (Sul de Minas) regions — as Gasmig has expanded supply to that region.

 

Outsourced services

 

The expense on outsourced services in 2012 was R$ 1.127 billion, compared to R$ 1.031 billion in 2011, an increase of 9.31%. The main variations arise from higher volume of services for communications, maintenance, and conservation and cleaning.

 

A detailed breakdown of outsourced services is given in Explanatory Note 25 to the consolidated financial statements.

 

Net financial revenue (expenses)

 

The company had net financial revenue of R$ 1.252 billion in 2012, compared to net financial expenses of R$ 970 million in 2011. The main factors in this result are:

 

·                  Revenue from cash investments 27.80% lower, due to a lower volume of cash invested in 2012.

 

·                  Revenue from monetary updating on the CRC Contract of R$ 2.383 billion, arising from its early settlement, as per fuller details given in Explanatory Note 12.

 

·                  Revenue from late payment charges on electricity bills 18.54% higher, at R$ 179 million in 2012, compared to R$ 151 million in 2011, resulting from improvement of the process of collection and negotiation of these debits.

 

·                  Increase in revenue arising from foreign exchange variations: R$ 44 million in 2012 compared to R$ 20 million in 2011, due mainly to the results of cash investments in foreign currency by Taesa.

 

·                  Increase in foreign exchange variation expense: This expense totaled R$ 82 million in 2012, compared to R$ 40 million in 2011, mainly due to FX variations on loan contracts expressed in US dollars assumed by Taesa as a result of the acquisition of Abengoa.

 

For a breakdown of financial revenues and expenses, please see Explanatory Note 26 to the consolidated financial statements.

 

Income tax and Social Contribution tax

 

In 2012, Cemig’s expenses on income tax and the Social Contribution tax totaled R$ 1,063 million, on pre-tax profit of R$ 5,335 million, a percentage of 19.93%. In 2011,

 

19



Table of Contents

 

Cemig’s expense on income tax and the Social Contribution totaled R$ 918 million, on profit of R$ 3,333 million before tax, a percentage of 27.54%. These effective rates are reconciled with the nominal rates in Explanatory Note 10 to the consolidated financial statements for 2011.

 

Ebitda

 

Ebitda — R$ million 

 

2012

 

2011

 

Change,
%

 

Net profit for the year

 

4,272

 

2,415

 

76,89

 

+ Provision for income tax and Social Contribution tax

 

1,063

 

918

 

15,80

 

+ Financial revenue (expenses)

 

(1,252

)

970

 

 

+ Amortization and depreciation

 

1,001

 

983

 

1,83

 

= Ebitda

 

5,084

 

5,286

 

(3,82

)

 

Ebitda is a non-accounting measurement prepared by the Company, derived from its financial statements and obeying CVM Circular Letter SNC/SEP No. 01/2007 and CVM Instruction 527 of October 4, 2012.  It consists of: net profit, adjusted for the effects of net financial revenue, depreciation and amortization, and income tax and the Social Contribution tax. Ebitda is not a measure recognized under Brazilian GAAP, nor by IFRS.  It does not have a standard meaning; and it may be non-comparable to measurements with similar titles provided by other companies. The Company publishes Ebitda because it uses it to measure its own performance.  Ebitda should not be considered in isolation or as a substitute for net profit or operational profit, nor as an indicator of operational performance or cash flow, or to measure liquidity or the capacity to pay debt.

 

The lower Ebitda in 2012 than 2011 mainly reflects increased costs of electricity bought by the distribution subsidiaries; this increased expenditure, however, will be received in the next tariff increases of these companies.

 

Liquidity and capital resources

 

Our business is capital-intensive. Historically, we have a need for capital to finance the construction of new generation facilities, and expansion and modernization of the existing generation, transmission and distribution facilities.

 

Our demands for liquidity are also related to our dividend policy. We finance our liquidity and capital needs principally with cash generated by operations and, on a lesser scale, with funds from financing. We believe that our present cash reserves, generated by operations and expected funds from financings, will be sufficient to meet our liquidity needs over the next 12 months.

 

Cash and cash equivalents

 

Cash and cash equivalents at December 31, 2012 totaled R$ 2.486 billion, compared to R$ 2.862 billion on December 31, 2011. On December 31, 2012 neither our cash position nor our cash equivalents were maintained in any other currencies than the Real. Below we summarize the main factors in this reduction.

 

Cash flow from operational activities

 

Cemig’s totals of Net cash generated by operational activities in 2012 and 2011 were, respectively, R$ 3.114 billion and R$ 3.898 billion. The lower total of cash generated by operations in 2012 than 2011 mainly reflects higher outflow of cash in payment of bought electricity.

 

20



Table of Contents

 

Cash flows in investment activities

 

Net cash used in investment activities in 2012 and 2011 was, respectively, R$ 2.100 billion and R$ 4.017 billion. The lower amount consumed in investment activities in 2012 than 2011 is mainly due to the net cash received from the early settlement of the CRC account, of R$ 1.901 billion, and the dilution of a jointly-controlled subsidiary, in the amount of R$ 645 million.

 

Cash flows in financing activities

 

Cash flow consumed by financing activities in 2012 totaled R$ 1.391 billion, comprising amortization of financings totaling R$ 6.838 billion, payments of R$ 1.748 billion in dividends and Interest on Equity, and R$ 7.195 billion in financings received.

 

Cash flow consumed by financing activities in 2011 totaled R$ 1 million, comprising amortizations of financings totaling R$ 2.218 billion, payments of R$ 2.036 billion in dividends and Interest on Equity, and R$ 4.255 billion in financings received.

 

Funding and debt management

 

The Company maintains its commitment to ensure that its credit quality is preserved at satisfactory levels that denote “investment grade”, that is to say investment of low risk, to enable it to benefit from financial costs that are compatible with the profitability of the business, and to demonstrate that the process of expansion of Cemig’s activities has taken place — and will take place in the future — in a sustainable manner.

 

At the end of the year, Cemig contracted a short term loan in the amount of R$ 1.088 billion for redemption of its fourth issue of promissory notes.

 

In 2012, Cemig D (Cemig Distribution) raised R$ 1.470 billion, as follows: R$ 200 million through a Bank Credit Note with Banco do Brasil for refinancing of existing debt; R$ 1.240 billion through two issues of commercial promissory notes to finance investments, pay debt and replenish working capital; and R$ 34 million in financings from Eletrobras for the Reluz, Cresce Minas and Luz para Todos Programs. Also, the Company received R$ 175 million from the CDE (Energy Development Fund) and from the State of Minas Gerais, on a sinking-fund basis, for the Light for Everyone Program; and the economic subsidy/support related to the tariff policy applicable to low-income consumers with the funds of Codemig for the Administrative Center.

 

Cemig GT extended the maturity of part of its debt through renewal of lending transactions with Banco do Brasil, as follows:

 

i)                 transactions contracted in 2006 with final maturity after 2012: extension of the 2012 maturity portion to 2013, in the global amount of R$ 300 million, the other maturities being unchanged, for financial cost of 104.1% of the CDI rate;

 

21



Table of Contents

 

ii)              transactions with final maturity in 2012, in the total amount of R$ 442 million, extending the maturity of the last installment by five years, with payments in 2015, 2016 and 2017: the cost of this debt is 108% of the CDI, from the date of signature of the amendments to the contracts. In both transactions Cemig, the holding company, remained as guarantor, and Cemig D and GT maintained the option to pre-pay the debt without additional cost.

 

In March 2012, Cemig GT (Generation and Transmission) completed its 3rd debenture issue — a total of 1,350,000 non-convertible, unsecured debentures in 3 series, each with nominal unit value of R$ 1,000.00 (one thousand Reais) on the issue date (February 15, 2012), for a total of R$ 1.35 billion. Net proceeds from the issue were used for 100% redemption of the commercial Promissory Notes of the Company’s fourth issue, placed on January 13, 2012, for their total nominal value of R$ 1,000,000, plus remuneratory interest, and to strengthen the Company’s working capital.

 

480,000 debentures were issued in the first series, 200,000 in the second series and 670,000 in the third series, with respective maturities of 5, 7 and 10 years from the issue date.

 

The debentures of the first series carry remuneratory interest at the rate of CDI + 0.90% p.a., and the debentures of the second and third series will have their nominal unit value adjusted by the IPCA index (published by the IBGE) plus remuneratory interest of 6.00% p.a. and 6.20% p.a., respectively. This third public issue of non-convertible debentures has the surety guarantee of the parent company, Cemig, and was the first debenture issue to be held in the ambit of the Fixed Income Novo Mercado, regulated by Anbima, the Brazilian Association of Financial and Capital Market Entities. This “New Market” (Novo Mercado) is the result of a joint effort, implemented by the CVM, the Central Bank, the Brazilian Development Bank (BNDES), the finance ministry and by companies, to foster a more liquid trading environment in the secondary market, able to expand the base of investors (including foreign investors) and, more importantly, to achieve longer-term transactions linked to price indices, compatible with the investments in infrastructure that are necessary for the growth of the country, creating financing alternatives complementary to those of the BNDES.

 

Cemig: main indexors of debt on December 31, 2012

 

 

22



Table of Contents

 

The composition of Cemig’s debt is a reflection of the sources of financing that are available to the Company (bank lending used for rollover of debt, and issuance of debentures and promissory notes, a significant proportion of them tied to local Brazilian interest rates), and also of its intention to avoid exposure to foreign currency (currently at 3%). The concentration (47%) of the debt in the CDI rate contributed, for a time, to reduction of the cost of debt, with the recent downward path of Brazilian interest rates. The average cost of Cemig’s debt in real terms, in current currency, is 5.03% p.a.

 

Cemig manages its debt with focus on lengthening of maturities, limitation of indebtedness to the levels laid down in the by-laws, reduction of the cost of debt, and preservation of the company’s payment capacity, without pressures on cash flow that could indicate a refinancing risk.

 

At December 31, 2012 the amortization timetable of the Company’s debt was satisfactorily spread out over the years, with an average tenor of 3.9 years, although there is a concentration of debt maturing in 2013, as shown in the chart below, which has been partially refinanced in March 2013, through an issue of debentures by Cemig D (Cemig Distribuição).

 

This chart shows the debt amortization timetable:

 

Cemig: debt amortization timetable

at December 2012 (R$ million)

 

 

The credit ratings of Cemig and its principal subsidiaries were not changed over 2012, even in the context of the Company’s expansion through projects or acquisitions — reflecting, as the principal rating agencies state, a positive perception of healthy profitability and strong cash flow, assured by solid credit indicators and an appropriate liquidity profile.

 

New issue of shares by Taesa

 

In a public share offering on July 19, 2012 Taesa issued 24 million “Units”, at R$ 65 per Unit. Each Unit in this transaction comprises one common share and two preferred shares, all nominal, of the book-entry type and without par value. On August 20, 2012, the supplementary lot of the public share offering, of three million Units, was

 

23



Table of Contents

 

exercised in its entirety, resulting in a total of 27 million Units under the public share offering.

 

The share capital of Taesa was increased, within the limit of its authorized capital, in the amount of R$ 1.755 billion, by issuance of 81 million new shares: 27 million common and 54 million preferred. Following the capital increase, Taesa’s share capital is R$ 3,028,652,000 (R$ 3,067,535,000 less the cost of the issue, R$ 38,883,000).

 

This issue of shares reduced Cemig GT’s percentage equity interest in the total capital of Taesa from 56.69% to 43.36%. To record this difference between book value and the issue value, Cemig GT reported a gain, of R$ 259,325, in its profit and loss account.

 

THE REGULATORY ENVIRONMENT

 

Renewal of concessions

 

One of Cemig’s most valuable intangible assets is its portfolio of concessions for commercial operation in electricity generation, transmission and distribution. The periods of the concessions vary depending mainly on the date of the grant.

 

On September 11, 2012 the Brazilian federal government issued Provisional Measure 579 (“PM 579”), which makes provisions governing: electricity generation, transmission and distribution concessions; reduction of the sector charges; moderation of tariffs; and other matters.

 

With PM 579, the government aimed to close the debate on whether those electricity concessions that are referred to by Articles 17, §5, 19 and 22 of Law 9074, of July 7, 1995 and have expiry dates in 2015 or later could be extended, as per the conditions set out in that Law and in the respective Concession Contracts; or whether they would be put out to tender.

 

PM 579, when dealing with the extensions of concessions for electricity distribution, transmission and generation covered by the articles listed above, imposed new conditions on the concession holders for extension, allowing extension for a period of 30 years, provided that (i) the expiry dates of those concessions would be brought forward, and (ii) concession holders would sign Amendments to their Concession Contracts with the Concession-granting Power, establishing the new conditions.

 

On the question of renewal of the concessions in accordance with the terms of PM 579, the Company’s Board of Directors made the following decisions:

 

Electricity distribution

 

Cemig applied for renewal of the distribution concession contracts of Cemig D. The expiry date of Cemig D’s distribution concessions that will be the subject of extension for 30 years is in February 2016.

 

24



Table of Contents

 

Electricity transmission

 

Cemig applied for renewal of its concession contract. As principal effects of this renewal, the Company will earn an annual revenue for the operation and maintenance of the transmission lines of R$ 148.5 million for 2013, which compares with the annual revenue of R$ 485.2 million that would have been earned in 2013 under the previous concession contract, in which there was remuneration for the operation and maintenance, and remuneration for the investments of the company that have not yet been amortized. These amounts are net of tax.

 

As a consequence of the renewal of the concessions, the Company recorded a gain of R$ 192 million in 2012, for the difference between the book value of the assets to be indemillionified and the amount expected to be received from the federal government.

 

For more information please see Explanatory Note 4 to the consolidated financial statements.

 

Electricity generation

 

The company opted not to renew the 18 electricity generation concessions that had already been renewed once by the concession-granting power, and as a result it will continue to earn revenues from these assets under the terms of the concession contracts.

 

For the concessions of the Jaguara, São Simão and Miranda hydroelectric plants, which have expiry dates in August 2013, January 2015 and December 2016, respectively, the Company believes that it has the right to extension of these concessions under the conditions prior to PM 579, under clauses established in the concession contracts and in Article 19 of Law 9074/1995.

 

The above decisions taken by Cemig in relation to the Provisional Measure reflect the Company’s commitment to the stockholders, employees and other stakeholders to maintain the sustainability and growth of the company.

 

Reduction of sector charges

 

Articles 21 and 24 of the Provisional Measure removed:

 

(a)                     the electricity distribution concession holders’ obligation to pay the contribution to the Global Reversion Reserve (RGR) account, and also

(b)                     the CCC fuel consumption charge (which prorates the costs of fuel consumption for electricity generation in the Isolated Systems — the systems in remote areas not connected to the national grid).

 

The CDE — the Energy Development Account — will be reduced by 75%.

 

25



Table of Contents

 

The provisions of PM 579 reduce the costs of transmission and generation of electricity in the Brazilian national grid.

 

Tariff Review and Tariff Adjustment

 

Extraordinary Tariff Review

 

The new tariffs, including the effect of the Extraordinary Tariff Review, were homologated, taking effect on January 24, 2013, for all of Brazil’s distribution concessions. In the case of Cemig D, tariffs were reduced by 18.14%, and will be applied up to April 7, 2013, when the Ordinary Tariff Review process, scheduled to take place every five years, will begin.

 

Ordinary (Periodic) Tariff Review — Cemig D (Distribution)

 

The Third Tariff Review Cycle of Cemig D was scheduled to take place on April 8, 2013.  The tariff reviews carried out by Aneel are preceded by public hearings, in which the public, agents of the sector, and the other parties interested in the process make their contributions.  On March 1, 2013 Aneel held the public hearing to debate the proposal for a preliminary increase of 9.06% for the residential consumer and an average reduction of 2.51% for high voltage consumers such as industrial companies.  It was not possible to foresee what final adjustment will be applied to electricity invoices as from April 8, 2013.

 

Annual tariff adjustment

 

Cemig D

 

In April 2012, a tariff adjustment was authorized for Cemig D of 3.88% for residential consumers, and an average of 3.79% for other consumers using medium and high voltage.  The overall average impact for all the consumer categories was 3.85%.  The main factors with a positive effect in this adjustment were the IGP-M inflation index, of 3.23%, transmission expenses 11.7% higher, and the expense on bought energy 8.3% higher.  Factors influencing the adjustment downward included the sector charges, which were 14.3% lower, the most important being a reduction of around 50% in the Fuel Combustion Account (CCC), which is a subsidy for thermal generation in the isolated systems (not linked to the national grid) in the Northern region of the country.

 

ICMS, a tax levied by individual states, is charged directly on the consumer invoice, and passed on in its entirety to the state government. In the case of Minas Gerais, residential clients with consumption lower than 90 kWh/month — about 2.8 million people — are exempt from the tax.

 

26



Table of Contents

 

Light

 

Aneel, in a public meeting of its Council on November 6, 2012, approved an average upward adjustment of the tariffs of Light SESA by 10.77% for the period of 12 months from November 7, 2012.

 

This adjustment comprises two components:

 

· the Structural component, permanently integrated into the tariff, of 7.17%; and

· the Financial component, applied exclusively to the next 12 months, of 3.60%.

 

No effects arising from PM 579 are included in this annual tariff adjustment of Light, because the planned tariff reduction was applied as from February 5, 2013, when Aneel began the Extraordinary Tariff Review.

 

Management of power losses

 

The Overall Loss Index of Cemig D (Distribution) was 11.11% in December 2012. Of this total percentage, 9.03% represented technical losses and 2.08% non-technical losses. This index is lower than the quality index required by the regulator in the last Tariff Review.

 

The investments made in strengthening the electricity system at high, medium and low voltage have helped in the control of technical losses (which are inherent in the process of transport and transformation of electricity). Specific actions for mitigation of technical losses were put in place in 2012, such as the installation of capacitors on the medium-voltage network, and replacement of conventional transformers, which were old and overburdened, by new, amorphous-core transformers which have 75% less technical losses; in addition automatic capacitors will be installed on the medium-voltage networks in 2013.

 

In the management of non-technical losses, regularization of 42,000 consumers has provided a recovery of energy totaling 159 GWh, and an increase of 113 GWh. These amounts correspond to aggregate revenues of R$ 58.8 million and R$ 42.1 million, respectively.  The additional revenue arising from charging of the administrative costs of irregularities, and for damage caused to measuring equipment, totaled R$ 1.5 million. Thus, the process of regularization gave rise to total additional revenue of R$ 102.4 million.

 

Further to this: improvements were made to the tool for selection of inspection targets (SGC/SAP): productivity was increased in the process of charging for irregular consumption; revenue from medium- and large-scale consumers was “bulletproofed”; approximately 217,000 obsolete meters were replaced; 16,000 public illumination lamps left on during the day were regularized — reducing losses by 5 GWh or more than R$ 1.7 million; and 7,400 clandestine connections were removed — reducing losses by 17,6 GWh or R$ 1.85 million.

 

27



Table of Contents

 

Regulatory assets and liabilities

 

The Company has assets and liabilities for regulatory purposes, which are not recorded in its Consolidated Financial statements, as follows:

 

 

 

2012

 

2011

 

01/01/2011

 

Assets

 

 

 

 

 

 

 

Prepaid expenses — CVA (1)

 

884,209

 

332,829

 

327,379

 

Review of the Tariff for Use of the Distribution Network (TUSD)(2)

 

3,089

 

3,089

 

3,089

 

Low-income subsidy

 

335

 

591

 

24,120

 

TUSD discounts for incentive bearing sources

 

59,627

 

26,620

 

58,748

 

TUSD discounts — self producers and independente producers

 

7,597

 

29,137

 

11,797

 

Discounts for irrigation operators

 

8,338

 

20,321

 

12,952

 

Other regulatory assets

 

17,735

 

31,198

 

83,706

 

 

 

980,930

 

443,785

 

521,791

 

Deferred Income tax and social contribuiton

 

(257,580

)

129,290

 

10,542

 

 

 

723,350

 

573,075

 

532,333

 

Liabilities

 

 

 

 

 

 

 

Portion “A”

 

 

(9,646

)

(35,799

)

Regulatory liabilities — CVA (1)

 

(294,474

)

(559,253

)

(416,762

)

Low-income subsidy

 

(1,493

)

(147,695

)

 

Other regulatory liabilities

 

(4,487

)

(35,855

)

(88,088

)

Effect on Net profit of increase of holding in jointly-controlled subsidiary

 

5,248

 

5,248

 

 

 

 

(295,206

)

(747,201

)

(540,649

)

 

 

428,144

 

(174,126

)

(8,316

)

 


(1) The Portion A Costs Variation Compensation Account (Conta de Compensação de Variação de Custos da Parcela A, or CVA).

(2) Tariff for Use of the Distribution Systems (Tarifa de Uso dos Sistemas de Distribuição, or TUSD).

 

The main features of the regulatory assets and liabilities are described below:

 

Portion A Costs Variation Compensation Account (CVA), and Neutrality of Sector Charges

 

The balance on the Account to Compensate for Variation of Portion A items (“the CVA”), and Neutrality of Sector Charges, refers to the positive and negative differences between the estimate of the Company’s non-manageable costs and the payments actually made. The variations found are the subject of monetary updating based on the Selic Rate and compensated in the subsequent tariff adjustments.

 

Portion A

 

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

 

The amounts posted by the Company are for reimbursement, to consumers, of the amounts invoiced in excess.

 

28



Table of Contents

 

TUSD and Irrigation Discounts

 

This refers to the loss of revenue by concession holder as a result of granting of: (a) discounts to free consumers that use electricity from incentive-bearing sources; self-producers; and independent power producers; and (b) the special discounts on the supply tariff for activities of irrigation and fish farming.

 

Low-income subsidy

 

Subsidies granted to consumers that have the right to the Social Electricity Tariff (Tarifa Social de Energia Elétrica, or TSEE), to be reimbursed, to the Company, by the other consumers.

 

Other financial components

 

This refers to the other positive or negative differences between the estimate of non-manageable costs, not defined as CVA, and the payments actually made, compensated in the subsequent tariff adjustments.

 

The net effects of the regulatory assets and liabilities in the Company’s consolidated results, if they were recognized, would be as follows:

 

 

 

2012

 

2011

 

Net profit for the year

 

4,271,685

 

2,415,450

 

Prepaid expenses and Regulatory liabilities — CVA (1)

 

764,333

 

(138,315

)

Other Regulatory Components (2) 

 

224,808

 

(143,538

)

Tax effects on regulatory assets and liabilities

 

(386,871

)

116,045

 

Regulatory profit (loss for the year)

 

4,873,955

 

2,249,642

 

 


(1) Portion A Costs Variation Compensation Account (CVA).

 

(2) This refers principally to the Low Income Subsidy, and sundry discounts granted.

 

29


 


Table of Contents

 

RELATIONSHIP WITH OUR CLIENTS

 

Retail supply quality

 

Cemig is continuously taking action to improve its operational management, the logistical organization of services to attend to emergencies, and at all times inspecting and carrying out preventive maintenance of substations, lines and distribution networks.  It also invests in training and skill acquisition for its staff, and in state-of-the-art technologies and standardization of its work processes.

 

The charts below show the changes in the continuity indicators SAIDI (System Average Interruption Duration Indicator) and SAIFI (System Average Interruption Frequency Indicator) of Cemig in the last three years. We highlight the reduction in the component of SAIDI due to accidents in 2012, and the difference between SAIDI for (a) outages caused by accidents and (b) programmed outages, related to new investments for which it is occasionally necessary to interrupt the supply of electricity.

 

 

Service policy

 

To provide service of good quality to its clients, and also to facilitate consumers’ access to the Company, Cemig makes available a mix of service channels involving various means of communication, both in person and at a distance.

 

The Talk to Cemig channel is a means for the Company and its clients and consumers to be in contact, via the telephone number 116 and/or by the Internet.  In 2012 this channel carried out approximately 15 million interactions by telephone, 140,000 via chat and 120,000 via email.

 

Attendance to the client in person takes place through the Cemig Fácil service network, which has 157 Cemig Fácil service posts in towns with more than 10,000 consumer units, and in 620 Cemig Fácil posts in towns with less than 10,000 consumer units.  The service is present in all the 774 municipalities of Cemig’s concession area.  The number of individual interactions with clients in the Cemig Fácil network in 2012 was approximately 7 million.

 

30



Table of Contents

 

Another important channel today is the Cemig Torpedo (‘Torpedo’ being a once-brand name, now in the language, for a short text message), which enables the consumer to contact Cemig via mobile phone SMS messages. In 2012 the number of messages received was approximately 175,000.

 

The Company also seeks to offer a better service to and interaction with its consumer publics with specific needs, through appropriate facilities in the Service Branches complying with the accessibility rules (Brazilian Standard NBR 9050), chat via the Virtual Branch, Cemig Torpedos, and electricity bills in Braille. A feature of Cemig’s environmental stations is their trekking paths with instructions in Braille, aiming to enable the visually challenged to have a more complete visiting experience.

 

This chart indicates the Company’s client service channels, and the proportional use of each as a percentage of the total number of client interactions.

 

 

NEW INVESTMENTS

 

Additional acquisition of equity interest in Gasmig

 

In 2012 Cemig acquired an additional holding of 4.38% of the total capital of Gasmig, from the government of the State of Minas Gerais, for R$ 65 million.

 

The Transmission Assets Investment Contract

 

On May 17, 2012, Cemig, Cemig GT and Taesa signed a Private Contract for Investment in Transmission Assets, agreeing the transfer to Taesa of the minority equity interests held by Cemig and Cemig GT in the share capital of the following holders of public electricity service concessions:

 

(i)

 

Empresa Catarinense de Transmissão de Energia S.A. —

 

ECTE,

(ii)

 

Empresa Regional de Transmissão de Energia S.A. —

 

ERTE,

(iii)

 

Empresa Norte de Transmissão de Energia S.A. —

 

ENTE,

(iv)

 

Empresa Paraense de Transmissão de Energia S.A. —

 

ETEP,

(v)

 

Empresa Amazonense de Transmissão de Energia S.A. —

 

EATE, and

(vi)

 

Empresa Brasileira de Transmissão de Energia S.A. —

 

EBTE.

 

31



Table of Contents

 

In this stockholding restructuring, Taesa will disburse R$ 1.732 billion: R$ 1.668 billion to Cemig and R$ 64 million to Cemig GT, adjusted by the CDI rate from December 31, 2011, less any dividends and/or Interest on Equity declared, paid or unpaid. The amount involved was agreed by the companies based on technical evaluations contracted from independent external valuers.

 

With the implementation of the restructuring, Taesa will have an interest in 9,378km of transmission lines, resulting in an addition of 3,127km, strengthening its capacity for generation of cash and profits for stockholders.

 

The restructuring is planned to be concluded in 2013,  after approval by the Brazilian anti-trust bodies, including the monopolies authority, CADE (Conselho Administrativo de Defesa Econômica, or Economic Defense Administrative Council), subject to obtaining of the relevant prior approvals, which include the consent of Aneel and of the financing banks, in particular the BNDES (Brazilian Development Bank).

 

Acquisition by Taesa of the remaining 50% of Unisa

 

On July 3, 2012 Taesa concluded the acquisition of the remaining 50% of the shares held in Unisa by Abengoa Concessões Brasil Holding S.A. Unisa had been jointly-controlled by Taesa and Abengoa, and on July 3, 2012 it became a wholly-owned subsidiary of Taesa. The total value of the acquisition was R$ 904 million. More details on assets acquired and liabilities recognized are in Explanatory Note 14 to the financial statements.

 

Other investments

 

Generation

 

Investments of approximately R$ 162 million were made in expansion, overhauls and improvements to Cemig GT’s generating assets in 2012.  The following are highlights:

 

·                  SPE Amazônia Energia Participações S.A. (Belo Monte) — R$ 97 million: Cemig owns 74.5% of Amazônia Energia, which in turn owns 9.77% of the Belo Monte hydroelectric plant.  This project is 24.93% completed and the main machine room is scheduled to start operation in March 2016.

 

·                  SPE Guanhães (the Minas PCH Program) — R$19 million.  Construction began in September 2012 on four PCHs in the East of Minas Gerais, with total installed capacity of 44 MW: Senhora do Porto, Dores de Guanhães and Jacaré, in the municipality of Dores de Guanhães; and Fortuna II, in the municipalities of Guanhães and Virginópolis. The planned total investment in this project is R$ 321 million, and Cemig has a 49% interest. Works are scheduled to be completed in two years, with the first unit starting commercial operation in May 2014.

 

32



Table of Contents

 

Improvements in transmission infrastructure

 

Investments of R$ 85 million were made in expansion, overhaul and improvements of Cemig GT’s transmission system in 2012.

 

Distribution

 

The Distribution Development Plan (PDD)

 

Over the five years 2008—2012, Cemig D has invested approximately R$ 3.6 billion in the Distribution Development Plan, which has the following components: Expansion and strengthening of the distribution system; Renewal of existing assets; Quality improvement; Maintenance; and Service to current and new clients.  Of this total, R$ 1.2 billion was invested in 2012.

 

It is important to point out that over these five years (2008—2012), more than one million new electricity consumer clients were linked to the electricity system for the first time, in urban and rural areas.

 

Natural gas

 

Gasmig has now sold 1.3 billion cubic meters of natural gas.

 

It has invested R$ 42.7 million in the natural gas distribution networks of Minas Gerais State, building 28.5km of pipeline network in the Metropolitan Region of Belo Horizonte, the “South of Minas” (Sul de Minas), the “Steel Valley” (Vale do Aço) and the Mantiqueira region (Juiz de Fora).

 

Highlights in 2012 are: the works on the “South Ring” (Anel Sul) project to serve residential and commercial clients in the district of Santo Agostinho, in Belo Horizonte; construction of the “Metropolitan Ring”, and refurbishment of North Branch II (Tronco Norte II), which will enable increase of service capacity by 1 million m³/day; and the start of studies for natural gas distribution in the cities of Governador Valadares and Pouso Alegre — implementing the Company’s plan for expanding gas service into the interior of the State.

 

Another important project is recuperation of the Vehicle Natural Gas market.  The Company has acted widely over the whole production and consumption chain of this market segment, through: actions to strengthen it with final users, emphasizing the advantages of the product; closer relationships with retail outlets; establishment of partnerships with conversion companies, assemblers and inspection bodies; and working agreements with public bodies and teaching institutions, etc., within the “I’m Going Gas” (“Vou no Gás”) Project.

 

33



Table of Contents

 

THE CAPITAL MARKET AND DIVIDENDS

 

Cemig’s shares were first listed on the Minas Gerais stock exchange on October 14, 1960. They were then listed on the São Paulo Stock Exchange (Bovespa) in 1972, under the tickers CMIG3, for the ON (common) shares, and CMIG4, for the PN (preferred) shares. Since October 2001, Cemig has been part of the Level 1 Corporate Governance listing of the Bovespa. Cemig’s shares have also been traded, as ADRs, on the New York Stock Exchange (CIG and CIG/C) since 1993, and as Level 2 ADRs since 2001. Since 2002 they have been trading on the Madrid Stock Exchange (as XCMIG).

 

Stockholding structure

 

On December 31, 2012 the Company’s registered share capital was R$ 4.265 billion, as shown in the following chart:

 

 

Share prices

 

Below are the closing prices for 2012 and 2011 of Cemig shares and ADRs in São Paulo (Bovespa), New York (NYSE) and Madrid (Latibex).

 

Security

 

Ticker

 

Currency

 

Close of 2011

 

Close of 2012

 

Cemig PN

 

CMIG4

 

R$

 

21.93

 

22.60

 

Cemig ON

 

CMIG3

 

R$

 

17.73

 

21.90

 

ADR PN

 

CIG

 

US$

 

11.60

 

10.86

 

ADR ON

 

CIG.C

 

US$

 

9.10

 

11.18

 

Cemig PN (Latibex)

 

XCMIG

 

Euro

 

9.91

 

8.31

 

 

Source: Economática. Prices adjusted for proceeds, including dividends.

 

In 2012, total trading in Cemig’s preferred shares, CMIG4, on the São Paulo Stock Exchange was R$ 19.6 billion, with a daily average of just under R$ 80 million. This places the stock among the most traded on the Bovespa, providing investors with security and liquidity.

 

34



Table of Contents

 

The daily volume traded in ADRs for the preferred shares on the New York Stock Exchange is similar to the trading volume in the Brazilian market — further indicating the strength of Cemig as a global investment option.

 

In 2012 the price of Cemig’s preferred shares (CMIG4) rose by 3.06%, and the common shares (CMIG3) rose by 23.53%. The two shares respectively provided total return to the stockholder of 5% (CMIG4) and 25% (CMIG3), in 2012.

 

 

 

CMIG4

 

CMIG3

 

CIG

 

CIG.C

 

IBOV

 

DJIA

 

IEE

 

2012

 

3.06

%

23.53

%

-6.41

%

22.83

%

7.40

%

7.26

%

-11.72

%

 

The market valuation is calculated as the total of the Company’s shares, at the price of the preferred shares on the last trading day of each year. The Company’s market value diminished from December 31, 2011 to December 31, 2012, mainly reflecting the new regulatory conditions for the generation and transmission sectors laid down by Provisional Measure 579. Over the last five years, the Company’s market value has grown by just under 21%:

 

Market valuation

R$ billion

 

 

These charts compare Cemig’s share prices over recent years with other indicators.

 

 

35



Table of Contents

 

Source: Economática.

 

 

Source: Economática.

 

DIVIDEND POLICY

 

Cemig, through its bylaws, assumes the undertaking to distribute a minimum dividend of 50% of the net profit for each year. Additionally, extraordinary dividends can be distributed each two years, or more frequently, if cash availability permits.

 

Dividends are paid in two equal installments: by June 30 and by December 30 of the year subsequent to the business year to which they refer.

 

In 2011 and 2012 the Company also declared extraordinary dividends, in the amounts of R$ 850 million (R$ 1.25 per share), and R$ 1.600 billion (R$ 1.88 per share), respectively.

 

 

36



Table of Contents

 

PROPOSAL FOR ALLOCATION OF NET PROFIT

 

The Board of Directors will propose to the Annual General Meeting to be held in April 2013 that the profit for 2012 and the balance of retained earnings arising from the realization of the Revaluation Adjustments Reserve, in the amounts of R$ 4.272 billion and R$ 121 million, respectively, should be allocated as follows:

 

·                                R$ 1.700 million to payment of Interest on Equity.

·                                R$ 590 million for ordinary dividends.

·                                R$ 628 million for additional dividends.

·                                R$ 171 million to the Legal Reserve.

·                                R$ 1.304 billion to be held in Stockholders’ equity to ensure amortization of loans and financings and also for the capital expenditure investments planned for 2013, as per the Company’s capital budget.

 

CORPORATE GOVERNANCE

 

Our Board of Directors has 14 members, and an equal number of substitute members, appointed by the stockholders. The by-laws specify a unified term of office for all the Board members, of two years, and that a member may be reelected at the end of the period of office.

 

In 2012, 29 Board meetings were held to decide on a wide range of matters, from strategic planning to investment projects.

 

The Board of Directors also has six Committees of Support to the Board of Directors. Their purpose is to ensure objectivity, consistency and quality in the decision process, providing an in-depth analysis of the matters within their specialization and issuing suggestions for decisions or actions, and opinions, to the Board.

 

The Audit Board is installed permanently, and has five members. In its current form, it meets the requirements for exemption from constitution of an audit committee under the Securities Act and the Sarbanes-Oxley Law. In 2012 the Audit Board held 10 meetings.

 

37



Table of Contents

 

Relationship with external auditors

 

We adopt a system of five-year rotation for our external independent auditors. Complying with CVM (Securities Commission) Instruction 308/99, we changed our auditors in 2012. In the 2011 business year our auditors were KPMG Auditores Independentes, who continued until the end of the audit of the interim financial statements at March 31, 2012, which were filed with the CVM on May 14, 2012. Deloitte Touche Tohmatsu Auditores Independentes took over responsibility for our auditing as from the interim financial statements at June 2012, and they are responsible for the auditing of our financial statements at December 31, 2012. The services provided by independent auditors to Cemig and the majority of its subsidiaries were as follows:

 

Services

 

2012
R$ ’000

 

% relative
to audit
work

 

2011
R$ ’000

 

% relative
to audit
work

 

Auditing services

 

 

 

 

 

 

 

 

 

Audit of financial statements

 

810

 

79.18

%

624

 

51.74

%

Evaluation of internal controls — SOX

 

206

 

20.14

%

255

 

21.14

%

Audit of regulatory assets and liabilities

 

7

 

0.68

%

302

 

25.04

%

Auditing of R&D Projects

 

 

 

25

 

2.07

%

 

 

1,023

 

100.00

%

1,206

 

100.00

%

Additional services:

 

 

 

 

 

 

 

 

 

Review of tax returns and of the quarterly provisions for income tax and Social Contribution tax

 

28

 

2.74

%

121

 

10.03

%

Translation of reports

 

2

 

0.20

%

9

 

0.75

%

Training in Corporate Tax Returns and changes in legislation

 

 

 

6

 

0.50

%

Technical Financial Report for the State and World Bank - Pronoroeste Project

 

 

 

16

 

1.33

%

 

 

30

 

2.93

%

152

 

12.60

%

Overall total

 

1,053

 

102.93

%

1,358

 

112.60

%

 

In Management’s opinion, the additional services shown do not result in loss of independence by the external Auditors and are not included in the items prevented by the Sarbanes-Oxley Law or Article 23 of CVM Instruction 308 of May 14, 1999.

 

RISK MANAGEMENT

 

Cemig received unqualified Certification of its internal controls for the consolidated financial statements, for the business year 2011, as stated in the Opinion of KPMG Auditores Independentes dated April 26, 2012, contained in the Annual Report filed on Form 20-F with the United States Securities and Exchange Commission (SEC) on April 27, 2011. This same result has been achieved since 2006.

 

38



Table of Contents

 

Every year, based on an analysis and review of the mapping of risks in the processes, the Company’s management documents and tests the effectiveness of the controls, at the business process level and the entity level, including the controls supported by information technology, in accordance with the rules of the Securities and Exchange Commission (SEC) and based on the criteria of the Public Company Accounting Oversight Board (PCAOB), the Committee of Sponsoring Organizations of the Treadway Commission (Coso) and the Control Objectives for Information and Related Technology (Cobit).

 

TECHNOLOGICAL MANAGEMENT AND INNOVATION

 

Historically, constant investment in innovation, technology and efficiency, and the Company’s pioneering vocation, have been determining factors in Cemig achieving its present positioning in the market.

 

As a tool for achieving its mission, Cemig employs strategic management of technology, with two main components: its Research and Development program; and investment in technological development, including successful partnerships.

 

In 2012 Cemig spent approximately R$ 90 million on Research and Development, and Energy Efficiency.

 

The following research studies and projects were highlights in 2012:

 

The “Mineirão” Solar Project: This is a plan to build a giant photovoltaic solar generation plant on the roof of the “Mineirão— the affectionate name given by the people of Minas Gerais to their massive football stadium in Belo Horizonte.  The plant, with capacity to generate 1.2 MW, is scheduled to start operating in June 2013, supplying energy to the Stadium and to the market.

 

Photovoltaic solar energy research project in Sete Lagoas: A working agreement has been signed to build a generating facility based on this technology, with an experimental 3.3 MW solar platform, in a partnership between Cemig, the Spanish company Solaria Energia y Medio Ambiente, the Federal University of Minas Gerais (UFMG) and the Minas Gerais Research Support Foundation (FAPEMIG).

 

Project to Revitalize and Repower Transformers, and Develop Vegetable Oil Transformers: In partnership with ABB, Cemig has begun a new stage of the project, with vegetable oil being used in the place of mineral oil. The main advantage of vegetable oil is that it dissolves faster, significantly reducing risks of environmental damage in the event of a leak, as well as multiplying the useful life of a standard transformer by a factor of five.

 

39



Table of Contents

 

Latin America Smart Grid Architecture Research and Development Project — the “Cities of the Future” project: This project, under a partnership between Cemig, the Telecoms Development Research Center Foundation (CPqD) and the Technological Innovations Foundation (FITec), will support analysis of feasibility of application over the whole of the Company’s concession area.  The city of Sete Lagoas has been chosen for the pilot project. Evaluations will provide input for development of smart grid models to support strategic decisions for implementation on a large scale in coming years.

 

SOCIAL RESPONSIBILITY

 

Cemig’s social responsibility strategy is to grow while involving all the publics to which it relates. Cemig is currently present in more than 774 cities and 22 states of Brazil, delivering energy, with quality, to millions of Brazilians.

 

In all its interactions Cemig is careful to respect and listen to those who are affected by any activity or have direct contact with Cemig. In our projects or in those that we administer, the contact with communities takes place throughout the year, through projects providing education, incentives for artisanal and other local activities, rain warnings, periodic visits, training, all with the purpose of providing assistance and accompanying local development.

 

The following are some of the highlight projects in 2012:

 

Social tariff

 

Approximately 760,000 families have so far fulfilled registration to obtain this benefit on their bills from Cemig D, and the Company estimates that approximately 1.3 million residences may be involved. To receive the discount the client’s household must have per average capita income of up to half the minimum wage, be inscribed in the Federal Government’s Single Register for Social Programs, and have a Social Identification Number (NIS) or Continued Social Assistance Benefit (BPC).

 

AI6% Program

 

This project has been organized for the last 10 years by the Cemig Inter-management Association (AIC) and the Integrated Social Actions (ASIN) Project.  It encourages employees and retirees of Cemig to redirect 6% of their income tax payable to the Infancy and Adolescents (FIA) Funds.

 

40



Table of Contents

 

The funds have been paid to various projects that work with actions to protect and defend the rights of children and young people in a situation of risk or social vulnerability. These are initiatives for causes such as: redeeming values and activities of culture; projects linked to sport; protection against violence; elimination of child labor; professional training for adolescents; family orientation and support; and social-educational measures.

 

The 2012—2013 campaign of the Program had the participation of 2,460 employees of Cemig, who allocated funds totaling R$ 1.55 million, to be distributed between 197 social institutions registered in 104 cities and towns.

 

The Energia Inteligente Program

 

This program expresses Cemig’s concern to serve clients with quality, and to orient them as to the correct and rational use of electricity.

 

The Rural Conviver Project

 

This project won the International Chico Mendes Social-Environmental Award, for its work on energy efficiency with small farmers in the north of Minas, in the municipality of Jaíba.

 

The Versol Project

 

This initiative teaches people to sail, and was of fundamental influence in achieving recognition of the reservoir of the Três Marias plant as a place for sports and competitions.  The project began in 2010, and is a partnership between the Company, the City Hall of Três Marias and the Rumo Náutico Institute, directed by the Grael brothers.  The project offers 150 places per half-year, for children and adolescents, of both sexes, from age 9 to 24, that are pupils in the public school network.  Participants receive lessons in sailing, canoeing, rowing, swimming, volleyball and other sports and practice activities of play, enjoyment and entertainment.  They also learn about nautical mechanics, notions of climate, ecotourism and biology.

 

The Proximity Program

 

This program was created in 2012, and aims to disseminate information while creating partnerships and helping social development: Its focus is on developing a culture on the subject of floods — their origins, the actions and behavior that exacerbate them, actions that reduce their effects, and how the reservoirs work to minimize them.  Cemig GT holds meetings over the whole year in difficult locations, giving lectures about weather forecasting, the Company’s activity in control of floods, the procedures that ensure the physical safety of dams and barriers, environmental actions, and other subjects that are important for the local population.  The programming also includes a guided tour of a plant in the region, for people to get to know its structure and how it works.

 

41



Table of Contents

 

Value added

 

The Value Added Statement (Demonstração do Valor Adicionado, or DVA) is an indicator of the Company’s importance for society in general, and its generation of wealth: the added value created in 2012 was measured as R$ 16.689 billion, compared to R$ 14.062 billion in 2011.

 

 

People

 

Cemig believes that its human capital is a fundamental element for fulfillment of its commitment to economic, social and environmental sustainability. With this focus, it adopts best practices in the labor market in its management of people.

 

Work safety, health and well-being

 

In the last 10 years, Cemig’s frequency of accidents with time off work (Taxa de Frequência de Acidentes com Afastamento, or TFA) has reflected the positive results of the preventive action by the Workplace Health, Safety and Well-being Unit (SSO&BE).  The indicator is showing a continual downward trend, indicating support for approaching the Zero Accident target set by senior management.

 

42



Table of Contents

 

 

Attraction of talents

 

Through its Annual Curriculum Interns Program, Cemig provided practical application of theory to 371 interns, contributing to technical improvement of Cemig’s processes and providing complementary knowledge experience for these students.  The interns made use of 97% of the 379 vacancies offered in 2012.

 

The Cemig-Cesam Apprenticeship Program provided 255 adolescents in situations of need with the opportunity to achieve professional apprenticeship and development of new competencies, and experience the Company’s working environment, under the supervision of employees of the Company as tutors.

 

As a result of personnel planning studies, aiming to maintain alignment of its personnel policy with corporate strategy, public Competition Tenders were published to fill 800 technical-administrative-operational and university-level positions, with a view to replenishing the staff of the wholly-owned subsidiaries Cemig D and Cemig GT.

 

UniverCemig

 

Cemig’s corporate university (UniverCemig) was created in December 2008, to provide educational development throughout the Company’s value chain.

 

As well as technological innovation, UniverCemig maintained its strong activity in the qualification of its own and contracted employees.  Major corporate programs were applied during the course of the year.  On the basis of the technique of Instructional Design, successful partnerships and dissemination of the culture of safety, UniverCemig is now preparing itself for a new challenge: To establish, in 2013, a culture of self-development of the employees, through the medium of technology.

 

43



Table of Contents

 

Number of employees

 

 

Cultural and sporting initiatives

 

In 2012 Cemig’s sponsorships were once again guided by its Sponsorship Policy, acting in synergy with current public policies for improvement of the State’s cultural scenario.  The Company’s two programs — Cemig Cultural and Film it in Minas — supported 162 projects in 24 municipalities, achieving the State Culture’s Department’s aim of regionalizing production. The total invested in Culture including both sponsorships encouraged by federal laws and the Company’s own direct donations, was R$ 19.63 million. The Film it in Minas Program for 2011-2012 supported 32 projects with investment of R$ 4.5 million.

 

In Sport, continuation of the sponsorships for the projects of the three previous years resulted in national prizes and once again the Sport-Friendly Company Award from the Sport Ministry.  Projects were sponsored in sub-20 football, rugby, Olympic swimming, volleyball, Taekwondo, Paralympics gymillionastics and water sports, and in continuation of the Versol Project at Três Marias.  A total of R$ 4.5 million was passed through under the Sport Law; the projects were selected jointly with the Sport Department of Minas Gerais State.

 

The partnership with the Voluntary Social Assistance Services (Serviço Voluntário de Assistência Social — Servas) was maintained, sponsoring the Vita Vida and Valores de Minas projects. The first combats hunger, providing balanced meals to 3,200 children per month. The latter provides support to strengthen self-esteem and personal growth for thousands of students in the state school network, through culture-related activities.

 

44



Table of Contents

 

Environment

 

In 2012, Cemig invested at total of R$ 151.9 million in environment-related activity; R$ 91 million in actions to put new projects in place, and R$ 60.9 million in environmental management.  R$ 6.63 million of the total was applied in environment-related research projects.  R$ 11.225 million was invested in consortia in which Cemig participates. New projects receiving funds include the Paracambi and Guanhães small hydro plants, and, reflecting Cemig’s participation in them, the Santo Antônio and Belo Monte hydroelectric plants.

 

The environmental dimension

 

The quality of the water in Cemig reservoirs is monitored regularly, in a network that includes the main river basins of Minas Gerais (Rivers: Grande, Paranaíba, Pardo, São Francisco, Doce, Paraíba do Sul, Itabapoana and Jequitinhonha), with a total of 43 reservoirs and more than 250 stations for collection of physical, chemical and biological data.

 

After a reassessment of the monitoring network, new stations were included, to collect more information to support the management of water quality of the reservoirs and meet the requirements of state and federal conditions and resolutions.

 

 

45



Table of Contents

 

Management of waste

 

In 202 Cemig dealt with 26,800 tons of waste: 26,300 tons were sold or recycled, 459 tons were co-processed or incinerated; and six tons were disposed of in industrial landfill.

 

Among these amounts: 115 tons of insulating mineral oil not appropriate for use were sold, and 364 tons of oil-impregnated waste and 17 tons of IPE were co-processed.  The total also breaks down into 1,200 tons of hazardous wastes, and 25,600 tons of non-hazardous wastes.

 

 

Fish preservation programs

 

The Peixe Vivo (“Fish Alive”) Program is an example of integration between environmental conservation and social benefits.  It was created five years ago, to achieve effective measures for conservation of fish populations and also favor neighbor communities that use water resources as a factor in development.

 

The Program aims to expand fish replacement activities, research and preventive actions to make electricity generation have the smallest impact possible on fish populations.  A total of 800,000 young fish were released in 2012, with a total of 17 tons of fish in 142 fish release actions.

 

Flora and Fauna

 

Cemig manages two forest nurseries, at the Itutinga and Volta Grande Environmental Stations, and a seed laboratory. The saplings produced are of native species, produced for planting in cities and towns, and represent one of Cemig’s environmental programs in partnership with and for the benefit of society. Cemig has produced 386,391 saplings, and 1,049kg of seeds of tree species.

 

46



Table of Contents

 

Environmental education

 

Since 2001 Cemig and its wholly-owned subsidiaries, in partnership with the Biodiversitas Foundation, have provided the Cemig Program of Environmental Education in Schools (Terra da Gente — “Our Land”). At the end of 2012, the program had enrolled 174 new schools as partners, with 51,827 new pupils involved and more than 3,000 teachers trained with the material made available.  In the last 10 years the program has made teaching material available to approximately 18,796 educators, and involved more than 301,920 pupils in their final years of basic education.

 

Other practices with a focus on social and environmental education are propagated at the Company’s Environmental Stations, and in specialized centers located in its projects.  In 2012 alone, more than 7,700 people were involved in these activities, which include technical visits, participation in lectures, courses and games activities, and participation in environmental events organized by the Company — such as releases of fish, or release into the wild of animals that had been restored to health in the environmental stations.

 

Climate change

 

98% of the electricity produced by Cemig comes from renewable sources: hydroelectric power, in small and large hydroelectric stations; wind power; and solar power.  Cemig invests strongly in Research and Development, for innovation and alternative energy sources, programs for efficiency and conservation of energy, and development of CDL — Clean Development Mechanism — projects as specified in the Kyoto Protocol.  In 2012 Cemig published its first Inventory of Greenhouse Gas Emissions, verified by an independent authority.

 

Since 2007, Cemig has responded to the Carbon Disclosure Project (CDP), thus being part of the global databank on corporate climate impact, representing 535 global investors with more than US$ 64 trillion in assets under management.

 

In 2012 Renova Energia S.A., in which Cemig has an indirect stockholding, opened Latin America’s largest wind farm, the Alto Sertão I Complex. The project is cited internationally as a success due to the execution model used in implementation of the 14 wind farms that make up the Complex.  The Company is now building the Alto Sertão II Complex.  Jointly the two projects will generate more than 700MW of electricity — enough to supply more than six million people.  Renova has disbursed more than R$ 9 million in licensing and environmental programs.

 

47



Table of Contents

 

Environmental licensing

 

In 2012 Cemig’s corporate licensing department began the processes for corrective licenses of its projects that have been in operation since before February 1986.  At the end of the year the corrective operational license was obtained for the Emborcação Plant, Cemig’s second largest. The license for the São Simão Plant, Cemig’s largest, has been renewed. All the seven networks representing Cemig’s distribution lines and electricity substations have completed the corrective licensing process.

 

Cemig D has 48 facilities (substations) which have Grant Certificates issued by the Minas Gerais Waterways Management Institute (IGAM).

 

Cemig GT has 210 grant certificates registered (capture of surface water, artesian wells, hydroelectric generation and other grants), of which seven were issued by the competent authority in 2012.

 

RECOGNITION — AWARDS

 

Cemig’s efforts in 2012 led to recognition and awards reflecting the excellence of its activities by various sectors of society, among which we highlight the following:

 

The Dow Jones Sustainability Index

 

Cemig has once again been selected for inclusion in the Dow Jones Sustainability World Index (the “DJSI World”), for 2012—2013.  This brings the number of years that Cemig has been in this index to 13, and it continues to be the only company in the Latin American electricity sector that has been in the DJSI World Index since the creation of the index, in 1999.

 

The new composition of the DJSI World has 340 companies, from 30 countries. The selection process considered 2,500 companies in 58 industrial sectors.

 

Being part of the Dow Jones Sustainability Index for these 13 years reaffirms Cemig’s commitment to sustainable growth, directed toward creation of value for stockholders and the wellbeing of society.

 

The Bovespa ISE Corporate Sustainability Index

 

Cemig was selected, for the eighth year running, for the São Paulo stock exchange’s ISE Corporate Sustainability Index. It has been selected for the ISE since this index was created in 2005. The ISE reflects the return on a portfolio of shares listed on the BM&FBovespa that are recognized as committed to corporate sustainability, that is to say, they generate value for the stockholder in the long term, and are better prepared to maximize corporate opportunities, minimizing the risks associated with their activities.

 

48



Table of Contents

 

The Brazilian accounting profession’s “Transparency Trophy”

 

Once again the accounting community gave recognition to the quality and clarity of Cemig’s financial statements. 2012 was the ninth year running in which Cemig has won the Transparency Trophy (Troféu Transparência), awarded by Anefac, Fipecafi, Serasa and Experian. The Company received its prize in the category of Listed companies billing over R$ 8 billion, as one of the 10 listed companies in Brazil with the best financial statements.

 

The Abap Sustainability Award

 

Cemig once again stood out in the Sustainability Award given by Abap, the Brazilian Advertising Agencies’ Association — Associação Brasileira de Agências de Publicidade, Minas Gerais chapter (Abap-MG) — with its recognition as the Best Advertiser, in the fourth annual award of these prizes. Cemig was considered to be the company or organization that made the greatest effort to publicize and promote values, policies, practices and actions focused on sustainability in the State of Minas Gerais.

 

The Hugo Werneck Award for Sustainability and Love of Nature

 

Cemig’s CEO, Djalma Bastos de Morais, received the Best Entrepreneur trophy in the Hugo Werneck Awards for Sustainability and Love of Nature. This prize, created in 2010, is an important benchmark in Minas Gerais.  The main categories for evaluation by the adjudication committee, in a very wide range of categories, are the knowledge of and care for nature shown by personalities and companies of the State.

 

Apimec Award

 

Cemig’s Chief Officer for Finance and Investor Relations, Luiz Fernando Rolla, was elected the Best Investor Relations Professional of 2011 in the 2012 Apimec Awards. These awards, now in their 39th year, are given by the Brazilian Association of Capital Markets Investment Analysts and Professionals (Associação dos Analistas e Profissionais de Investimento do Mercado de Capitais, or Apimec). They recognize institutions and professionals that have contributed, during the year, to the development and improvement of the financial and capital markets and of investment professionals.

 

Sport-Friendly Entrepreneur Award

 

The “Sport-Friendly Entrepreneur” award (Prêmio Empresário Amigo do Esporte) recognizes supporters of sports and para-sports projects that have contributed, through the Sport Incentive Law, to the development and strengthening of Brazilian sport in its various forms. Cemig won first place for Minas Gerais State, in the Best Friend of Sport in the States category.

 

49



Table of Contents

 

Companies that Communicate Best with Journalists

 

For the second year running, Brazilian journalists chose Cemig as the Company that Best Communicates with Journalists, in the electricity sector.  The award is promoted by the magazine Negócios da Comunicação (Communications Business), and given in the presence of the chosen companies in 31 economic segments evaluated. The award aims to recognize the quality of companies’ relationship with journalists, and to highlight the level of treatment that they give to media professionals in terms of access, availability, and ease of discovering corporate, sector and general information.

 

14th Abrasca Best Annual Report survey — Honorable Mention

 

Cemig’s Annual Report published in 2012 was highlighted under the Strategy criterion of the 14th annual Abrasca Awards, given by the Brazilian Listed Companies’ Association (Associação Brasileira das Companhias Abertas — Abrasca). The award was created to encourage companies to optimize the quality of information presented to the market, and thus to continuously improve corporate governance mechanisms. In a points system, Cemig received 94.33 out of a maximum of 100, and had the highest mark in four categories, one of which, for example, was Social and Environmental Aspects.

 

The National Quality Prize (PNQ)

 

Cemig GT, Cemig’s wholly-owned subsidiary, won first place in Brazil’s 2012 National Quality Prize (PNQ). The PNQ is Brazil’s most important award recognizing management quality: it encourages improvement in quality of management and increase of competitiveness among Brazilian organizations.

 

IR Magazine Brazil Awards

 

IR Magazine Brazil elected Cemig the company with the best investor relations in the energy and basic services category; and also the best conference call, and the best meeting with the investment analysts’ community.

 

The awards given at the event, coordinated by IR Magazine (Revista RI) and the Brazilian Investor Relations Institute (Instituto Brasileiro de Relações com Investidores — IBRI) represent recognition of the commitment of Cemig’s management to its stockholders, and the efficient and competent work of the whole of the Company’s Investor Relations team.

 

50



Table of Contents

 

ICO2 — The Carbon Efficient Index

 

Cemig was selected for the third time running for inclusion in Brazil’s Carbon Efficient Index (the Índice Carbono Eficiente, or ICO2).

 

Developed by the BM&FBovespa and the BNDES, the ICO2 is an indicator based on portfolio of the IBrX—501 index, which weighs participating stocks by the relationship between companies’ gross revenue and greenhouse gas emissions, that is to say it their efficiency in carbon emissions.

 

Cemig’s significant position in this index reflects its commitment to actions related to climate change — which are expressed in its public commitment document “10 Initiatives for the Climate” (10 Iniciativas para o Clima).

 

Cemig was also recognized by the Carbon Disclosure Project (CDP), a non-governmental organization that holds the world’s largest corporate databank on climate change, as one of the 10 Brazilian companies with the best performance in taking effective action to mitigate the causes of climate change.

 

FINAL CONSIDERATIONS

 

The Management of Cemig is grateful to the Government of Minas Gerais State, the Company’s majority stockholder, for the confidence and support it has shown in 2012. We also extend our thanks to the other federal, state and municipal authorities, the communities served by the Company, its stockholders and other investors — and, especially, the dedication of its skilled and able body of employees.

 

51



Table of Contents

 

SOCIAL STATEMENT (CEMIG — CONSOLIDATED)

 

 

 

2012

 

2011

 

1 - Basis of  calculations

 

Amount (R$ 000)

 

Amount (R$ 000)

 

Net sales revenue (NR)

 

18,460,375

 

15,748,716

 

Operational profit (OP)

 

4,082,602

 

4,303,312

 

Gross payroll (GP)

 

1,218,975

 

1,131,846

 

 

2 - Internal social indicators

 

Amount
R$ 000

 

% of GP

 

% of NR

 

Amount
R$ 000

 

% of GP

 

% of NR

 

Food

 

73,217

 

6.01

 

0.4

 

70,032

 

6.19

 

0.44

 

Mandatory charges and payments based on payroll

 

276,948

 

22.72

 

1.5

 

278,467

 

24.6

 

1.77

 

Private pension plan

 

71,554

 

5.87

 

0.39

 

67,393

 

5.95

 

0.43

 

Health

 

43,185

 

3.54

 

0.23

 

43,849

 

3.87

 

0.28

 

Safety and medicine in the workplace

 

10,831

 

0.89

 

0.06

 

10,786

 

0.95

 

0.07

 

Education

 

1,691

 

0.14

 

0.01

 

2,182

 

0.19

 

0.01

 

Culture

 

76

 

0.01

 

 

88

 

0.01

 

 

Training and professional development

 

26,501

 

2.17

 

0.14

 

26,200

 

2.31

 

0.17

 

Provision of or assistance for day-care centers

 

2,036

 

0.17

 

0.01

 

1,854

 

0.16

 

0.01

 

Profit sharing

 

243,655

 

19.99

 

1.32

 

218,156

 

19.27

 

1.39

 

Others

 

17,443

 

1.43

 

0.09

 

16,539

 

1.46

 

0.11

 

Internal social indicators — Total

 

767,137

 

62.93

 

4.15

 

735,546

 

64.96

 

4.68

 

 

3 - External social indicators 

 

Amount
R$ 000

 

% of OP

 

% of NR

 

Amount
R$ 000

 

% of OP

 

% of NR

 

Education

 

1,200

 

0.03

 

0.01

 

1,024

 

0.02

 

0.01

 

Culture

 

20,275

 

0.53

 

0.11

 

15,273

 

0.35

 

0.10

 

Other donations/subsidies / ASIN project / Sport

 

57,730

 

1.51

 

0.31

 

84,600

 

1.97

 

0.54

 

Total contributions to society

 

79,205

 

2.07

 

0.43

 

100,897

 

2.34

 

0.65

 

Taxes (excluding obligatory payroll-related amounts)

 

8,681,608

 

227.19

 

47.03

 

8,058,517

 

187.23

 

51.17

 

External social indicators — Total

 

8,760,813

 

229.26

 

47.46

 

8,159,414

 

189.57

 

51.82

 

 

4 - Environmental indicators

 

Amount
R$ 000

 

% of OP

 

% of NR

 

Amount
R$ 000

 

% of OP

 

% of NR

 

Capital expenditure related to company operations

 

163,177

 

4.27

 

0.88

 

116,532

 

2.71

 

0.74

 

In relation to setting of annual targets to minimize toxic waste and consumption during operations, and increase the efficacy of use of natural resources, the company:

 

(X) has no targets (  ) meets 0–50% of targets

 

(  ) meets 51–75% of targets  (  ) meets 76–100% of targets

 

(X) has no targets (  ) meets 0–50% of targets

 

(  ) meets 51–75% of targets (  ) meets 76–100% of targets

 

 

5 - Workforce indicators

 

2012

 

2011

 

Number of employees at end of period

 

8.368

 

8.706

 

Number of hirings during period

 

4

 

7

 

Number of outsourced employees

 

NA

 

NA

 

Number of interns

 

505

 

344

 

Number of employees over 45 years old

 

3,928

 

3,887

 

Number of women employed

 

1,089

 

1,131

 

% of supervisory positions held by women

 

12.2

 

12.6

 

Number of African-Brazilian employees

 

2,628

 

2,752

 

% of supervisory positions held by African-Brazilians

 

13.64

 

13.77

 

Number of employees with disabilities

 

41

 

47

 

 

6 - Corporate citizenship

 

2012

 

2013 targets

 

Ratio of highest to lowest compensation

 

 

 

21.05

 

 

 

 

 

NA

 

 

 

Total number of work accidents

 

 

 

63 Own employees

 

 

 

 

 

NA

 

 

 

Who selects the social and environmental projects developed by the company?

 

(  ) senior management

 

(X) senior management and line managers

 

(  ) all the employees

 

(  ) senior management

 

(X) senior management and line managers

 

(  ) all the employees

 

Who decides the company’s work environment health and safety standards?

 

(  ) senior management and line managers

 

(X) all the employees

 

(  ) All teams
+ CIP A*

 

(  ) senior management and line managers

 

(X) all the employees

 

(  ) All teams
+ CIP A*

 

In relation to labor union freedom, the right to collective bargaining and/or internal employee representation, the company:

 

(  ) doesn’t get involved

 

(X) follows ILO rules

 

(  ) encourages and follows ILO

 

(  ) will not get involved

 

(X) will follow ILO rules

 

(  ) will encourage and follow ILO

 

The company pension plan covers:

 

(  ) senior management

 

(  ) senior management and line managers

 

(X) all the employees

 

(  ) senior management

 

(  ) senior management and line managers

 

(X) all the employees

 

The profit-sharing program covers:

 

(  ) senior management

 

(  ) senior management and line managers

 

(X) all the employees

 

(  ) senior management

 

(  ) senior management and line managers

 

(X) all the employees

 

In selection of suppliers, the standards of ethics and social and environmental responsibility adopted by the company:

 

(  ) are not considered

 

(  ) are suggested

 

(x) are required

 

(  ) will not be considered

 

(  ) will be suggested

 

(X) will be required

 

In relation to employee participation in volunteer work programs, the company:

 

(  ) doesn’t get involved

 

(  ) supports

 

(X) organizes and encourages

 

(  ) will not get involved

 

(  ) will support

 

(X) will organize and encourage

 

Total number of consumer complaints and criticisms:

 

In the company
NA

 

At Procon
NA

 

In Court
NA

 

In the company
NA

 

At Procon
NA

 

In Court
NA

 

% of complaints and criticisms met or solved:

 

In the company
NA

 

At Procon
NA

 

In Court
NA

 

In the company
NA

 

At Procon
NA

 

In Court
NA

 

Total added value distributable (R$ 000)

 

In 2012:

 

 

 

 

 

In 2011:

 

14,383,065

 

Distribution of added value (DVA)

 

51.93% government 24.31% stockholders
9.92% employees 12.56% others 1.28% retained

 

56.72% government 16.32% stockholders
10.95% employees 15.15% others  0.86% retained

 

Other information:

 

(*) CIPA = Internal Accident Prevention Committee.

 

 

I — In 2012, Cemig invested a total of R$ 151.9 million in the environment: R$ 91 million in putting new projects in place; and R$ 60.9 million in environmental management — including R$ 6.63 million in environment-related research projects. A total of R$ 11.225 million was invested in Consortia in which Cemig participates. New projects in which environmental investment was made include the Paracambi and Guanhães Small Hydro Plants, and the Santo Antônio and Belo Monte hydroelectric complexes.

II — The quality of water of Cemig’s principal reservoirs is monitored regularly, in a network covering eight river basins of Minas Gerais (the Grande, Paranaíba, Pardo, São Francisco, Doce, Paraíba do Sul, Itabapoana and Jequitinhonha rivers), comprising a total of 43 reservoirs and  250 stations collecting physical, chemical and biological data.

III — In 2012 Cemig dealt with 26,800 tons of waste: 26,300 tons were sold or recycled, 459 tons were co-processed or incinerated and six tons were disposed of in industrial landfill. Among these amounts: 115 tons of insulating mineral oil not appropriate for use were sold, and 364 tons of oil-impregnated waste and 17 tons of IPE were co-processed.  The total also breaks down into 1,200 tons of hazardous wastes, and 25,600 tons of non-hazardous wastes.

 

52



Table of Contents

 

MEMBERS OF BOARDS

 

BOARD OF DIRECTORS

 

Dorothea Fonseca Furquim Werneck

 

Paulo Sérgio Machado Ribeiro

Djalma Bastos de Morais

 

Lauro Sérgio Vasconcelos David

Wando Pereira Borges

 

Marco Antonio Rodrigues da Cunha

Arcângelo Eustáquio Torres Queiroz

 

Franklin Moreira Gonçalves

Francelino Pereira dos Santos

 

Leonardo Maurício Colombini Lima

João Camilo Penna

 

Guilherme Horta Gonçalves Júnior

Joaquim Francisco de Castro Neto

 

Adriano Magalhães Chaves

Fuad Jorge Noman Filho

 

Luiz Augusto de Barros

Guy Maria Villela Paschoal

 

Christiano Miguel Moysés

Eduardo Borges de Andrade

 

Tarcísio Augusto Carneiro

Otávio Marques de Azevedo

 

Paulo Márcio de Oliveira Monteiro

Paulo Roberto Reckziegel Guedes

 

Marina Rosenthal Rocha

Ricardo Coutinho de Sena

 

Newton Brandão Ferraz Ramos

Saulo Alves Pereira Junior

 

José Augusto Gomes Campos

 

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

Marcus Eolo de Lamounier Bicalho

Luiz Guaritá Neto

 

Ari Barcelos da Silva

Thales de Souza Ramos Filho

 

Aliomar Silva Lima

Vicente de Paulo Barros Pegoraro

 

Newton de Moura

Helton da Silva Soares

 

 

 

EXECUTIVE BOARD

 

NAME

 

POSITION

Djalma Bastos de Morais

 

CEO

Arlindo Porto Neto

 

Deputy CEO

Fernando Henrique Schüffner Neto

 

Chief Business Development Officer

Frederico Pacheco de Medeiros

 

Chief Corporate Management Officer

José Carlos de Mattos

 

Chief Officer for the Gas Division

Ricardo José Charbel

 

Chief Distribution and Sales Officer

José Raimundo Dias Fonseca

 

Chief Trading Officer

Luiz Fernando Rolla

 

Chief Finance and Investor Relations Officer

Luiz Henrique de Castro Carvalho

 

Chief Generation and Transmission Officer

Luiz Henrique Michalick

 

Chief Institutional Relations and Communication Officer

Maria Celeste Morais Guimarães

 

Chief Counsel

 

INVESTOR RELATIONS

 

Investor Relations Office:

Tel.:                     (31) 3506-5024  —  3506-5028

Fax:                    (31) 3506-5025  —  3506-5026

 

Web: www.cemig.com.br

E-Mail: ri@cemig.com.br

 

53



Table of Contents

 

STATEMENTS OF FINANCIAL POSITION

 

AT DECEMBER 31, 2012 AND 2011, AND JANUARY 1, 2011

 

ASSETS

 

R$ 000

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

2012

 

2011
(Reclassified)

 

Jan. 1, 2011
(Reclassified)

 

2012

 

2011
(Reclassified)

 

Jan. 1, 2011
(Reclassified)

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

6

 

2,485,810

 

2,862,490

 

2,979,693

 

1,057,122

 

226,695

 

302,741

 

Securities — Cash investments

 

7

 

1,557,804

 

358,987

 

321,858

 

27,363

 

180,000

 

55

 

Consumers and traders

 

8

 

2,346,520

 

2,549,546

 

2,262,585

 

 

 

 

Concession holders — Transport of electricity

 

 

 

505,456

 

427,060

 

400,556

 

 

 

 

Financial assets of the concession

 

13

 

1,040,720

 

1,120,035

 

625,332

 

 

 

 

Recoverable taxes

 

9

 

360,064

 

354,126

 

374,430

 

62,100

 

72,570

 

5,233

 

Income tax and Social Contribution tax recoverable

 

10 a

 

263,392

 

220,760

 

489,813

 

 

 

 

Traders — Transactions in “Free Energy”

 

 

 

20,755

 

22,080

 

29,959

 

 

 

 

Dividends receivable

 

 

 

 

 

 

511,043

 

195,196

 

230,405

 

Linked funds

 

 

 

132,495

 

3,386

 

14,241

 

233

 

99

 

190

 

Inventories

 

 

 

68,092

 

54,430

 

41,080

 

12

 

15

 

16

 

Provision for gains on financial instruments

 

28

 

31,734

 

 

 

 

 

 

Accounts receivable from Minas Gerais state government

 

12

 

2,422,099

 

 

 

2,422,099

 

 

 

Other credits

 

 

 

755,138

 

558,749

 

546,029

 

12,522

 

8,702

 

13,699

 

TOTAL, CURRENT

 

 

 

11,990,079

 

8,531,649

 

8,085,576

 

4,092,494

 

683,277

 

552,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities — Cash investments

 

7

 

161,750

 

 

 

7,627

 

 

 

Accounts receivable from Minas Gerais state government

 

12

 

 

1,830,075

 

1,837,088

 

 

 

 

Receivables Investment Fund

 

12

 

 

 

 

 

1,010,079

 

946,571

 

Deferred income tax and Social Contribution tax

 

10 b

 

1,451,794

 

1,235,869

 

1,218,126

 

357,354

 

424,449

 

345,472

 

Recoverable taxes

 

9

 

445,293

 

327,949

 

139,883

 

4,757

 

4,334

 

426

 

Income tax and Social Contribution tax recoverable

 

10 a

 

34,348

 

23,605

 

83,438

 

27,911

 

19,548

 

80,117

 

Escrow deposits in litigation

 

11

 

1,420,275

 

1,387,711

 

1,027,206

 

270,702

 

275,720

 

195,517

 

Consumers and traders

 

8

 

315,288

 

158,770

 

95,707

 

 

 

 

Concession holders — Transport of electricity

 

 

 

10,440

 

11,931

 

 

 

 

 

Other credits

 

 

 

267,590

 

172,436

 

138,413

 

39,788

 

50,695

 

31,737

 

Financial assets of the concession

 

13

 

11,166,495

 

9,086,251

 

7,671,836

 

 

 

 

Investments

 

14

 

225,599

 

176,740

 

 

12,253,148

 

11,994,523

 

11,313,969

 

Property, plant and equipment

 

15

 

8,810,529

 

8,661,791

 

8,228,513

 

1,584

 

1,723

 

2,066

 

Intangible assets

 

16

 

4,473,481

 

5,404,106

 

4,948,177

 

981

 

657

 

838

 

TOTAL, NON-CURRENT

 

 

 

28,782,882

 

28,477,234

 

25,388,387

 

12,963,852

 

13,781,728

 

12,916,713

 

TOTAL ASSETS

 

 

 

40,772,961

 

37,008,883

 

33,473,963

 

17,056,346

 

14,465,005

 

13,469,052

 

 

 

The Explanatory Notes are an integral part of the Financial Statements.

 

54



Table of Contents

 

STATEMENTS OF FINANCIAL POSITION

 

AT DECEMBER 31, 2012 AND 2011, AND JANUARY 1, 2011

 

LIABILITIES

 

R$ 000

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

2012

 

2011
(Reclassified)

 

Jan 1, 2011
(Reclassified)

 

2012

 

2011
(Reclassified)

 

Jan 1, 2011
(Reclassified)

 

Suppliers

 

17

 

1,735,462

 

1,189,848

 

1,121,009

 

12,338

 

12,059

 

1,687

 

Regulatory charges

 

20

 

412,840

 

368,229

 

384,415

 

 

 

 

Profit shares

 

 

 

86,256

 

89,512

 

116,183

 

7,776

 

9,357

 

5,129

 

Taxes

 

18a

 

569,008

 

516,553

 

403,533

 

60,119

 

35,740

 

32,836

 

Income tax and Social Contribution tax

 

18b

 

127,187

 

129,384

 

137,035

 

 

 

 

Interest on Equity, and dividends, payable

 

 

 

3,478,810

 

1,243,086

 

1,153,895

 

3,478,810

 

1,243,086

 

1,153,895

 

Loans and financings

 

19

 

5,158,989

 

4,354,518

 

1,546,228

 

1,102,721

 

1,011,830

 

373,599

 

Debentures

 

19

 

1,947,317

 

3,466,542

 

656,338

 

 

 

 

Payroll and related charges

 

 

 

260,047

 

271,891

 

243,258

 

11,169

 

12,987

 

12,478

 

Post-retirement liabilities

 

21

 

88,932

 

100,591

 

99,220

 

2,520

 

3,706

 

3,703

 

Provision for losses on financial instruments

 

28

 

 

23,501

 

69,271

 

 

 

 

Debt to related parties

 

 

 

 

 

 

11,132

 

8,646

 

6,687

 

Concessions payable

 

 

 

18,002

 

7,990

 

 

 

 

 

Other obligations

 

 

 

424,522

 

407,701

 

472,973

 

15,147

 

15,137

 

14,655

 

TOTAL, CURRENT

 

 

 

14,307,372

 

12,169,346

 

6,403,358

 

4,701,732

 

2,352,548

 

1,604,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory charges

 

20

 

169,632

 

262,202

 

142,481

 

 

 

 

Loans and financings

 

19

 

4,125,587

 

5,254,776

 

6,113,759

 

 

18,397

 

36,794

 

Debentures

 

19

 

4,938,417

 

2,703,233

 

4,910,165

 

 

 

 

Taxes

 

18a

 

1,003,301

 

897,087

 

692,803

 

 

 

 

Income tax and Social Contribution tax

 

10b

 

947,870

 

885,160

 

983,528

 

 

 

 

Provisions

 

22

 

468,186

 

549,439

 

370,907

 

146,089

 

185,952

 

187,553

 

Concessions payable

 

 

 

191,815

 

129,696

 

117,802

 

 

 

 

Post-retirement liabilities

 

21

 

2,229,081

 

2,186,568

 

2,061,608

 

101,965

 

96,245

 

92,349

 

Provision for losses on financial instruments

 

28

 

1,319

 

 

 

 

 

 

Other obligations

 

 

 

346,319

 

226,428

 

201,419

 

62,498

 

66,915

 

71,554

 

TOTAL, NON-CURRENT

 

 

 

14,421,527

 

13,094,589

 

15,594,472

 

310,552

 

367,509

 

388,250

 

TOTAL LIABILITIES

 

 

 

28,728,899

 

25,263,935

 

21,997,830

 

5,012,284

 

2,720,057

 

1,992,919

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

23

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

4,265,091

 

3,412,073

 

3,412,073

 

4,265,091

 

3,412,073

 

3,412,073

 

Capital reserves

 

 

 

3,953,850

 

3,953,850

 

3,953,850

 

3,953,850

 

3,953,850

 

3,953,850

 

Profit reserves

 

 

 

2,856,176

 

3,292,871

 

2,873,253

 

2,856,176

 

3,292,871

 

2,873,253

 

Adjustments to Stockholders’ equity

 

 

 

968,945

 

1,086,154

 

1,209,833

 

968,945

 

1,086,154

 

1,209,833

 

Funds allocated to increase of capital

 

 

 

 

 

27,124

 

 

 

27,124

 

TOTAL OF STOCKHOLDERS’ EQUITY

 

 

 

12,044,062

 

11,744,948

 

11,476,133

 

12,044,062

 

11,744,948

 

11,476,133

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

40,772,961

 

37,008,883

 

33,473,963

 

17,056,346

 

14,465,005

 

13,469,052

 

 

The Explanatory Notes are an integral part of the Financial Statements.

 

55



Table of Contents

 

PROFIT AND LOSS ACCOUNTS

 

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 

R$ 000 (except Net profit per share)

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

2012

 

2011
Reclassified

 

2012

 

2011
Reclassified

 

REVENUE

 

24

 

18,460,375

 

15,748,716

 

334

 

347

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

25

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

 

 

(5,951,272

)

(4,277,980

)

 

 

Charges for the use of the national grid

 

 

 

(1,010,596

)

(830,024

)

 

 

Gas purchased for resale

 

 

 

(495,114

)

(329,105

)

 

 

 

 

 

 

(7,456,982

)

(5,437,109

)

 

 

COST

 

25

 

 

 

 

 

 

 

Personnel and managers

 

 

 

(1,025,703

)

(933,954

)

 

 

Materials

 

 

 

(67,522

)

(72,801

)

 

 

Outsourced services

 

 

 

(831,760

)

(739,674

)

 

 

Depreciation and amortization

 

 

 

(948,546

)

(910,319

)

 

 

Operational provisions

 

 

 

(36,064

)

(70,598

)

 

 

Royalties for use of water resources

 

 

 

(186,384

)

(153,979

)

 

 

Infrastructure construction cost

 

 

 

(1,630,194

)

(1,529,269

)

 

 

Other

 

 

 

(200,378

)

(152,463

)

 

 

 

 

 

 

(4,926,551

)

(4,563,057

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(12,383,533

)

(10,000,166

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

6,076,842

 

5,748,550

 

334

 

347

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSES

 

25

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(348,071

)

(189,820

)

 

 

General and administrative (expenses) / reversals

 

 

 

(1,280,470

)

(840,961

)

(496,475

)

(68,915

)

Other operational expenses

 

 

 

(626,920

)

(413,713

)

(22,771

)

(23,423

)

 

 

 

 

(2,255,461

)

(1,444,494

)

(519,246

)

(92,338

)

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

 

 

(3,272

)

(744

)

2,638,623

 

2,466,638

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

 

264,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before Financial revenue (expenses) and taxes

 

 

 

4,082,602

 

4,303,312

 

2,119,711

 

2,374,647

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial revenues

 

26

 

3,210,239

 

994,995

 

2,476,610

 

173,469

 

Financial expenses

 

26

 

(1,957,915

)

(1,965,266

)

(137,282

)

(113,891

)

Profit before taxes

 

 

 

5,334,926

 

3,333,041

 

4,459,039

 

2,434,225

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

10c

 

(1,504,093

)

(1,111,451

)

(119,019

)

(143,287

)

Deferred income tax and Social Contribution tax

 

10c

 

440,852

 

193,860

 

(68,335

)

124,512

 

NET PROFIT FOR THE YEAR

 

 

 

4,271,685

 

2,415,450

 

4,271,685

 

2,415,450

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

23

 

5.01

 

2.83

 

5.01

 

2.83

 

Basic and diluted profit per common share

 

23

 

5.01

 

2.83

 

5.01

 

2.83

 

 

The Explanatory Notes are an integral part of the Financial Statements.

 

56



Table of Contents

 

STATEMENTS OF COMPREHENSIVE INCOME

 

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 

R$ 000

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011
Reclassified

 

 

 

 

 

 

 

 

 

 

 

NET PROFIT FOR THE YEAR

 

4,271,685

 

2,415,450

 

4,271,685

 

2,415,450

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

4,671

 

6,126

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in Subsidiary and Jointly-controlled subsidiary

 

 

 

3,721

 

5,300

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedge instruments

 

(1,439

)

(1,252

)

 

 

Deferred income tax and Social Contribution tax

 

489

 

426

 

 

 

 

 

(950

)

(826

)

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME FOR THE YEAR

 

4,275,406

 

2,420,750

 

4,275,406

 

2,420,750

 

 

The Explanatory Notes are an integral part of the Financial Statements.

 

57



Table of Contents

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY — CONSOLIDATED

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

R$ 000

 

 

 

Share capital

 

Capital reserves

 

Profit reserves

 

Valuation
adjustment to
Stockholders’
equity

 

Retained earnings
(loss)

 

Funds allocated to increase
of capital

 

Total of
Stockholders’
equity

 

BALANCE ON JANUARY 1, 2011

 

3,412,073

 

3,953,850

 

2,873,253

 

1,209,833

 

 

27,124

 

11,476,133

 

Net profit for the year

 

 

 

 

 

2,415,450

 

 

2,415,450

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

 

 

 

6,126

 

 

 

6,126

 

Cash flow hedge instruments

 

 

 

 

(826

)

 

 

(826

)

Total comprehensive income for the year

 

 

 

 

5,300

 

 

 

5,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with stockholders recorded directly in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary Dividends (R$ 1.77 per share)

 

 

 

 

 

(1,207,725

)

 

(1,207,725

)

Extraordinary Dividends (R$ 1.25 per share)

 

 

 

(850,000

)

 

 

 

(850,000

)

Proposed additional dividend for 2010 paid in 2011 (R$ 0.10 per share)

 

 

 

(67,086

)

 

 

 

(67,086

)

Proposed additional dividend for 2011 (R$ 0.13 per share)

 

 

 

86,316

 

 

(86,316

)

 

 

Other changes in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return of funds received for capital increase

 

 

 

 

 

 

(27,124

)

(27,124

)

Constitution of Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

 

 

 

109,210

 

 

(109,210

)

 

 

Profits reserve

 

 

 

1,141,178

 

 

(1,141,178

)

 

 

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to Stockholders’ equity — cost attributed to PP&E

 

 

 

 

(128,979

)

128,979

 

 

 

BALANCES ON DECEMBER 31, 2011

 

3,412,073

 

3,953,850

 

3,292,871

 

1,086,154

 

 

 

11,744,948

 

Net profit for the year

 

 

 

 

 

4,271,685

 

 

4,271,685

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

 

 

 

4,671

 

 

 

4,671

 

Cash flow hedge instruments

 

 

 

 

(950

)

 

 

(950

)

Total comprehensive income for the year

 

 

 

 

3,721

 

4,271,685

 

 

4,275,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in registered capital

 

853,018

 

 

(853,018

)

 

 

 

 

Transactions with stockholders recorded directly in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary dividends (R$ 0.62 per share)

 

 

 

 

 

(589,976

)

 

(589,976

)

Interest on Equity (R$ 1.99 per share)

 

 

 

 

 

(1,700,000

)

 

(1,700,000

)

Extraordinary dividends (R$ 1.88 per share)

 

 

 

(1,600,000

)

 

 

 

(1,600,000

)

Proposed additional dividend for 2011 (R$ 0.11 per share)

 

 

 

(86,316

)

 

 

 

(86,316

)

Proposed additional dividend for 2012 (R$ 0.74 per share)

 

 

 

628,131

 

 

(628,131

)

 

 

Other changes in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Constitution of Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve

 

 

 

170,603

 

 

(170,603

)

 

 

Retention of profits

 

 

 

1,303,905

 

 

(1,303,905

)

 

 

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to Stockholders’ equity — cost attributed to PP&E

 

 

 

 

(120,930

)

120,930

 

 

 

BALANCES ON DECEMBER 31, 2012

 

4,265,091

 

3,953,850

 

2,856,176

 

968,945

 

 

 

12,044,062

 

 

The Consolidated statements of changes in stockholders’ equity substantially reflect the changes in stockholders’ equity of the Holding company.

The Explanatory Notes are an integral part of the Financial Statements.

 

58



Table of Contents

 

STATEMENTS OF CASH FLOWS

 

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 

R$ 000

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011
Reclassified

 

2012

 

2011
Reclassified

 

CASH FLOW FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Net profit for the year

 

4,271,685

 

2,415,450

 

4,271,685

 

2,415,450

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

1,063,241

 

917,591

 

187,354

 

18,775

 

Depreciation and amortization

 

1,000,556

 

982,669

 

330

 

370

 

Net write-offs of PP&E and intangible assets

 

128,084

 

21,434

 

 

183

 

Equity gain (loss) in subsidiaries

 

3,272

 

744

 

(2,638,623

)

(2,466,638

)

Interest and monetary updating

 

(2,074,790

)

545,600

 

(2,364,983

)

(99,876

)

Gain on dilution of interest in jointly-controlled subsidiaries

 

(264,493

)

 

 

 

Monetary updating of the FIDC

 

 

 

 

(63,508

)

Provisions for operational losses

 

638,840

 

342,161

 

363,299

 

(1,892

)

Post-retirement liabilities

 

264,031

 

286,578

 

14,710

 

13,671

 

Others

 

 

85,520

 

 

(29

)

 

 

5,030,426

 

5,597,747

 

(166,228

)

(183,494

)

(Increase) / decrease in assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(354,457

)

(540,157

)

 

 

Recoverable taxes

 

(131,639

)

(167,761

)

10,047

 

34,859

 

Income tax and Social Contribution tax recoverable

 

133,929

 

101,276

 

45,588

 

(196,865

)

Escrow deposits in legal actions

 

(34,265

)

(225,658

)

5,018

 

54,643

 

Dividends received from subsidiaries

 

 

 

2,133,748

 

2,285,883

 

Financial assets

 

812,046

 

659,702

 

 

 

Other

 

(446,238

)

119,943

 

13,972

 

(35,692

)

 

 

(20,624

)

(52,655

)

2,208,373

 

2,142,828

 

Increase (reduction) in liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

548,622

 

68,839

 

279

 

10,372

 

Taxes

 

195,987

 

402,459

 

(94,640

)

44,508

 

Payroll and related charges

 

(13,359

)

28,633

 

(3,399

)

509

 

Regulatory charges

 

(41,511

)

103,535

 

 

 

Post-retirement liabilities

 

(233,177

)

(160,247

)

(10,176

)

(9,772

)

Others

 

224,812

 

(122,296

)

(1,921

)

2,321

 

 

 

681,374

 

320,923

 

(109,857

)

47,938

 

 

 

 

 

 

 

 

 

 

 

Cash from operational activities

 

5,691,176

 

5,866,015

 

1,932,288

 

2,007,272

 

Interest on loans and financings

 

(1,208,844

)

(1,082,453

)

(100,800

)

(32,665

)

Income tax and Social Contribution tax paid

 

(1,367,874

)

(885,373

)

 

(41,604

)

NET CASH FROM OPERATIONAL ACTIVITIES

 

3,114,458

 

3,898,189

 

1,831,488

 

1,933,003

 

 

59



Table of Contents

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011
Reclassified

 

2012

 

2011
Reclassified

 

CASH FLOWS FROM INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

 

 

In short-term investments

 

(1,360,567

)

(37,129

)

145,010

 

(179,945

)

In financial assets

 

(160,256

)

(1,025,894

)

 

 

Redemption of the CRC Account

 

1,497,570

 

 

1,355,715

 

 

Injection of cash into FIDC Fund

 

 

 

(750,519

)

 

Net cash received on dilution in jointly-controlled subsidiary

 

667,891

 

 

 

 

Acquisition of jointly-controlled subsidiary, net of cash acquired

 

(361,147

)

 

 

 

Investments

 

(115,633

)

(177,484

)

(65,876

)

(411,012

)

In PP&E

 

(598,123

)

(924,223

)

(31

)

 

In intangible assets

 

(1,670,219

)

(1,851,993

)

(484

)

 

NET CASH USED IN (FROM) INVESTMENT ACTIVITIES

 

(2,100,484

)

(4,016,723

)

683,815

 

(590,957

)

 

 

 

 

 

 

 

 

 

 

CASH FLOW IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

7,195,242

 

4,255,451

 

1,081,105

 

1,000,000

 

Payment of loans, financings and debentures

 

(6,838,312

)

(2,218,500

)

(1,018,397

)

(368,397

)

Injection of cash into FIDC Fund

 

 

 

 

(14,075

)

Interest on Equity, and dividends

 

(1,747,584

)

(2,035,620

)

(1,747,584

)

(2,035,620

)

NET CASH USED IN (FROM) FINANCING ACTIVITIES

 

(1,390,654

)

1,331

 

(1,684,876

)

(1,418,092

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(376,680

)

(117,203

)

830,427

 

(76,046

)

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

 

 

Beginning of the year

 

2,862,490

 

2,979,693

 

226,695

 

302,741

 

End of the year

 

2,485,810

 

2,862,490

 

1,057,122

 

226,695

 

 

 

(376,680

)

(117,203

)

830,427

 

(76,046

)

 

The Explanatory Notes are an integral part of the Financial Statements.

 

60



Table of Contents

 

STATEMENTS OF ADDED VALUE

 

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 

R$ 000

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

 

 

2011
Reclassified

 

 

 

2012

 

 

 

2001
Reclassified

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of electricity, gas and services

 

24,447,369

 

 

 

21,227,039

 

 

 

334

 

 

 

347

 

 

 

Distribution construction revenue

 

1,445,840

 

 

 

1,412,407

 

 

 

 

 

 

 

 

 

Generation construction revenue

 

160,257

 

 

 

120,170

 

 

 

 

 

 

 

 

 

Gas construction revenue

 

24,856

 

 

 

6,550

 

 

 

 

 

 

 

 

 

Investments in property, plant and equipment

 

431,379

 

 

 

538,873

 

 

 

 

 

 

 

 

 

Allowance for doubtful receivables

 

(315,201

)

 

 

(163,629

)

 

 

 

 

 

 

 

 

 

 

26,194,500

 

 

 

23,141,410

 

 

 

334

 

 

 

347

 

 

 

INPUTS ACQUIRED FROM THIRD PARTIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(6,359,153

)

 

 

(4,600,354

)

 

 

 

 

 

 

 

 

Charges for use of the national grid

 

(1,117,627

)

 

 

(923,484

)

 

 

 

 

 

 

 

 

Outsourced services

 

(2,020,030

)

 

 

(2,039,157

)

 

 

(22,451

)

 

 

(12,962

)

 

 

Gas purchased for resale

 

(495,114

)

 

 

(329,105

)

 

 

 

 

 

 

 

 

Materials

 

(969,401

)

 

 

(853,809

)

 

 

(182

)

 

 

(222

)

 

 

Operational provisions

 

(466,605

)

 

 

(93,982

)

 

 

(400,613

)

 

 

1,892

 

 

 

Other operational costs

 

(589,149

)

 

 

(302,406

)

 

 

(37,931

)

 

 

(19,153

)

 

 

 

 

(12,017,079

)

 

 

(9,142,297

)

 

 

(461,177

)

 

 

(30,445

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS VALUE ADDED

 

14,177,421

 

 

 

13,999,113

 

 

 

(460,843

)

 

 

(30,098

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

(1,000,556

)

 

 

(973,732

)

 

 

(330

)

 

 

(370

)

 

 

NET ADDED VALUE PRODUCED BY THE COMPANY

 

13,176,865

 

 

 

13,025,381

 

 

 

(461,173

)

 

 

(30,468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE RECEIVED BY TRANSFER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

264,493

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

(3,272

)

 

 

(744

)

 

 

2,638,623

 

 

 

2,466,638

 

 

 

Financial revenues

 

3,251,864

 

 

 

1,037,343

 

 

 

2,518,276

 

 

 

215,425

 

 

 

 

 

3,513,085

 

 

 

1,036,599

 

 

 

5,156,899

 

 

 

2,682,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE TO BE DISTRIBUTED

 

16,689,950

 

 

 

14,061,980

 

 

 

4,695,726

 

 

 

2,651,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTION OF ADDED VALUE

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

1,656,256

 

9.92

 

1,540,085

 

10.95

 

45,110

 

0.97

 

51,274

 

1.93

 

Direct remuneration

 

1,206,615

 

7.23

 

1,109,400

 

7.89

 

21,855

 

0.47

 

26,173

 

0.99

 

Benefits

 

352,280

 

2.11

 

349,791

 

2.49

 

19,067

 

0.41

 

18,069

 

0.68

 

FGTS Fund

 

64,197

 

0.38

 

60,620

 

0.43

 

3,318

 

0.07

 

3,251

 

0.12

 

Other

 

33,164

 

0.20

 

20,274

 

0.14

 

870

 

0.02

 

3,781

 

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes

 

8,666,467

 

51.93

 

7,976,286

 

56.72

 

240,668

 

5.12

 

70,005

 

2.64

 

Federal

 

4,699,287

 

28.16

 

4,358,802

 

31.00

 

240,459

 

5.12

 

69,892

 

2.64

 

State

 

3,956,598

 

23.71

 

3,609,622

 

25.67

 

174

 

 

58

 

 

Municipal

 

10,582

 

0.06

 

7,862

 

0.05

 

35

 

 

55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of external capital

 

2,095,542

 

12.56

 

2,130,160

 

15.15

 

138,263

 

2.94

 

114,867

 

4.34

 

Interest

 

1,983,939

 

11.89

 

2,035,702

 

14.48

 

137,281

 

2.92

 

113,891

 

4.30

 

Rentals

 

111,603

 

0.67

 

94,458

 

0.67

 

982

 

0.02

 

976

 

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of own capital

 

4,271,685

 

25.59

 

2,415,449

 

17.18

 

4,271,685

 

90.97

 

2,415,449

 

91.09

 

Interest on Equity, and dividends

 

2,918,107

 

17.48

 

2,294,677

 

16.32

 

2,289,976

 

48.77

 

2,294,677

 

86.54

 

Retained earnings

 

1,353,578

 

8.11

 

120,772

 

0.86

 

1,981,709

 

42.20

 

120,772

 

4.55

 

 

 

16,689,950

 

100.00

 

14,061,980

 

100.00

 

4,695,726

 

100.00

 

2,651,595

 

100.00

 

 

The Explanatory Notes are an integral part of the Financial Statements.

 

61



Table of Contents

 

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

 

ON DECEMBER 31, 2012, DECEMBER 31, 2011 AND JANUARY 1, 2011

 

(Figures in R$ 000, except where otherwise indicated)

 

1.                  OPERATIONAL CONTEXT

 

a)      The Company

 

Companhia Energética de Minas Gerais (“Cemig” or “the Company”) is a listed corporation registered in the Brazilian Registry of Corporate Taxpayers (CNPJ) under number 17.155.730/0001-64, with shares traded at Corporate Governance Level 1 on the BM&F Bovespa (“Bovespa”), through ADRs on the New York Stock Exchange (“NYSE”), and on the stock exchange of Madrid (“Latibex”). It is domiciled in Brazil, with head office at Avenida Barbacena 1200, Belo Horizonte, Minas Gerais. It operates exclusively as a holding company, with stockholdings in companies controlled individually or jointly, the principal objectives of which are the construction and operation of systems for generation, transformation, transmission, distribution and sale of electricity, and also activities in the various fields of energy, for the purpose of commercial operation.

 

On December 31, 2012, Cemig’s consolidated current liabilities exceeded its consolidated current assets by R$ 2,317,293. This excess was primarily due to the transfers to consolidated Current liabilities of loans and financings, due to non-compliance with restrictive covenants in the contracts of Cemig D (Distribution) and as a result of the flow of payments on the existing contracts, added to the funding raised due to the increase in the average price of electricity brought for resale caused by the higher dispatching of thermal plants. In relation to the restrictive covenants it should be pointed out that the Company is in the process of obtaining the waivers from the creditors so that immediate or early payment is not demanded of the amounts payable at December 31, 2012, and has the expectation of obtaining these consents in 2013, at which moment the subsidiary will reclassify those balances to Non-current liabilities.

 

Management monitors the Company’s cash flow, and is assessing measures to adjust its present situation to the levels considered appropriate to meet its needs, including renegotiations of financings or new transactions to raise funds in the market. As an example, we draw attention to the Third Issue of Non-convertible debentures by Cemig D, on February 15, 2013, in the amount of R$ 2,160 million, which funds were allocated to redemption in full of the commercial promissory notes of Cemig D’s fifth and sixth issues.

 

62



Table of Contents

 

Cemig has stockholdings in the following companies that were operational on December 31, 2012:

 

·                  Cemig Geração e Transmissão S.A. (“Cemig GT” or “Cemig Generation and Transmission”) (Subsidiary) — registered with the CVM (Brazilian Securities Commission): Generation and transmission of electricity, through 53 power plants — 47 hydroelectric plants, 4 wind power plants and 2 thermal plants; and transmission lines, most of which are part of the Brazilian national generation and transmission grid system. Cemig GT has stockholdings in the following subsidiaries that are at development phase:

 

· Hidrelétrica Cachoeirão S.A. (“Cachoeirão”) (jointly controlled): Production and sale of electricity as an independent power producer, through the Cachoeirão hydroelectric power plant located at Pocrane, in the State of Minas Gerais. The plant began operating in 2009.

 

· Baguari Energia S.A. (“Baguari Energia”) (jointly controlled): Construction, operation, maintenance and commercial operation of the Baguari Hydroelectric Plant, through participation in the UHE Baguari Consortium (Baguari Energia 49.00%, Neoenergia 51.00%), located on the Doce River in Governador Valadares, Minas Gerais State. The plant began operation of its units from September 2009 to May 2010.

 

· Transmissora Aliança de Energia Elétrica S.A. (“Taesa”) (jointly controlled): Construction, operation and maintenance of electricity transmission facilities in 11 states of Brazil.  Taesa has the following subsidiaries: ETAU — Empresa de Transmissão do Alto Uruguai S.A. (“ETAU”); Brasnorte Transmissora de Energia S.A. (“Brasnorte”); Abengoa Participações S.A.; União de Transmissoras de Energia Elétrica (“Unisa”); Nordeste Transmissora de Energia S.A (“NTE”);and Abengoa Participações Holding S.A. (“Abengoa”).

 

· Central Eólica Praias de Parajuru S.A. (“Parajuru”) (jointly controlled): Production and sale of electricity from the Praias de Parajuru wind farm at Beberibe, in the State of Ceará, Northern Brazil. The plant began operating in August 2009.

 

· Central Eólica Praias do Morgado S.A. (“Morgado”) (jointly controlled): Production and sale of electricity from the Praias do Morgado wind farm in the county of Acaraú in Ceará State. The plant began operating in May 2010.

 

· Central Eólica Volta do Rio S.A. (“Volta do Rio”) (jointly controlled): Production and sale of electricity from the Volta do Rio wind farm in the County of Acaraú in Ceará. The plant began operating in September 2010.

 

63



Table of Contents

 

· Hidrelétrica Pipoca S.A. (“Pipoca”) (jointly controlled): Independent production of electricity, through construction and commercial operation of the Pipoca PCH (Small Hydro Plant), located on the Manhuaçu River, in the Municipalities of Caratinga and Ipanema, in the State of Minas Gerais. This hydroelectric plant began operating in October 2010.

 

· Empresa Brasileira de Transmissão de Energia S.A. (“EBTE”) (jointly controlled): Holder of a public service electricity transmission concession for transmission lines in the state of Mato Grosso. Began operating in June 2011.

 

· Madeira Energia S.A. (“Madeira”) (jointly controlled): Construction and commercial operation of the Santo Antônio hydroelectric generation plant, through its subsidiary Santo Antônio Energia S.A.  This plant is in the basin of the Madeira River, in the State of Rondônia, and began commercial operation in March 2012.  For more details see Explanatory Note 14.

 

The jointly-controlled subsidiary Madeira Energia S.A. and its subsidiary are incurring establishment costs in the construction of the Santo Antônio Hydroelectric Plant. On December 31, 2012 the value of the fixed asset built with this expenditure totaled R$ 14,527,352. According to the financial forecasts prepared by its management, this will be fully offset by future revenues generated when the unit starts operating.

 

On December 31, 2012, the amount of the fixed asset proportion to the Company’s interest in this indirectly held subsidiary was R$ 1,452,735. During this phase of development of the project, the jointly-held subsidiary Madeira Energia S.A. has reported successive losses in its operations, and on December 31, 2012 its current liabilities exceeded its current assets by R$ 1,166,329.  The proportional effect in the Company is R$ 116,633. The Management of Madeira Energia S.A. has plans to resolve the situation of negative net working capital. As of this writing, Mesa depends on the financial support of its stockholders and/or on obtaining loans from third parties to continue operating.

 

· LightGer S.A. (“LightGer”) (jointly controlled): Independent power production through building and commercial operation of the hydroelectric potential referred to as the Paracambi Small Hydro Plant on the Ribeirão das Lages river in the county of Paracambi, in the State of Rio de Janeiro. The plant began operating in May 2012.

 

Subsidiaries and jointly-controlled subsidiaries of Cemig GT at development stage:

 

· Guanhães Energia S.A. (“Guanhães Energia”) (jointly controlled): Production and sale of electricity through construction and commercial operation of the following Small Hydro Plants in Minas Gerais state: Dores de Guanhães, Senhora do Porto and Jacaré, in the municipality of Dores de Guanhães; and Fortuna II, in the municipality of Virginópolis. First generation is scheduled for October 2013.

 

64



Table of Contents

 

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

 

· Amazônia Energia Participações S.A (“Amazônia”) (jointly-controlled): This is a special-purpose company created by Cemig GT and Light, for acquisition of an interest of 9.77% in Norte Energia S.A., the company holding the concession for the Belo Monte Hydroelectric Plant (“UHE Belo Monte”). Cemig GT owns 74.5% of Amazônia Energia, and Light owns 25.5%. The first rotor of Belo Monte is expected to begin operating in February 2015.

 

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

 

·                                          Light S.A. (“Light”) (jointly controlled): Corporate objects are to hold direct or indirect interests in other companies and, directly or indirectly, to operate electricity services, including generation, transmission, trading or distribution, and other related services. Light has the following subsidiaries and jointly-controlled subsidiaries:

 

· Light Serviços de Eletricidade S.A. (“Light Sesa”) (Subsidiary): A listed company operating primarily in electricity distribution, in various municipalities of Rio de Janeiro State.

 

· Light Energia S.A. (“Light Energia”) (subsidiary): Listed company with the following principal objects: To study, plan, build, and commercially operate electricity generation, transmission and selling systems and related services. Owns equity interests in Central Eólica São Judas Tadeu Ltda., Central Eólica Fontainha Ltda., Guanhães Energia S.A. and Renova Energia S.A...

 

· Light Esco Prestação de Serviços Ltda. (“Light Esco”) (subsidiary): As well as its registered objects of purchase, sale, importation and exportation of electricity, Light Esco provides consultancy services in the electricity sector. Light Esco has a stockholding in EBL Companhia de Eficiência Energética S.A.

 

· Itaocara Energia Ltda. (“Itaocara Energia”) (Subsidiary): This company, whose principal objects are planning, construction, installation, and commercial operation of electricity generation plants, is still at development stage. It is a member of the Itaocara Hydro Plant Consortium for commercial operation of the Itaocara Hydroelectric Plant (51%). Cemig GT owns 49%.

 

· Lighter S.A. (“LightGer”): Company at development stage, formed to participate in auctions of concessions, authorizations and permissions in new plants. On December 24, 2008 LightGer obtained the installation license authorizing the start of works on the Paracambi Small Hydro Plant. It is jointly

 

65



Table of Contents

 

controlled by Light (51%) and Cemig GT (49%). The first generating unit is planned to start operating early in 2012.

 

· Light Soluções em Eletricidade Ltda. (“Light Soluções”): The name of this company was changed from Lighthidro under the bylaws dated January 27, 2011. Its main objects are provision of service to low-voltage clients including assembly, overhaul and maintenance of installations in general.

 

· Instituto Light para o Desenvolvimento Urbano e Social (“the Light Institute”) (subsidiary): Participation in social and cultural projects, and interest in economic and social development of cities.

 

· Lightcom Comercializadora de Energia S.A. (“Lightcom”) (subsidiary): Purchase, sale, importation and exportation of electricity and general consultancy in the free and regulated electricity markets.

 

· Axxiom Soluções Tecnológicas S.A. (“Axxiom”) (jointly-controlled): Unlisted company, providing technology and systems solutions for operational management of public service concession holders, including companies in electricity, gas, water, sewerage and other utilities. Jointly owned by Light (51%) and Cemig (49%).

 

· CR Zongshen E-Power Fabricadora de Veículos S.A. (“E-Power”): (jointly-controlled): An unlisted corporation, at pre-operational stage, with the principal object of manufacturing two-wheeled electric vehicles under the Kasinski brand name. Light S.A. and CR Zongshen Fabricadora de Veículos S.A., under the name “Kasinski”, are the Company’s sole stockholders, respectively owning 20% and 80% of E-Power’s nominal common shares.

 

· Amazônia Energia Participações S.A. (“Amazônia Energia”) (jointly-controlled): An unlisted corporation whose objects are to be a stockholder in Norte Energia S.A. (NESA), which holds the concession to operate the Belo Monte Hydroelectric Plant, on the Xingu River, in the State of Pará and to manage this interest. It is jointly-controlled by Light S.A. (with 25.5%) and Cemig GT (74.5%)  Amazônia Energia holds 9.8% of the share capital of NESA, having significant influence in management, but without joint control.

 

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

 

·                  Usina Térmica Ipatinga S.A. (“Ipatinga”) (subsidiary): Production and sale, as an independent power producer, of thermally generated electricity, through the Ipatinga thermal plant, located on the premises of Usiminas (Usinas Siderúrgicas de Minas Gerais S.A.).

 

66



Table of Contents

 

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

 

·                  Cemig Telecomunicações S.A. — Cemig Telecom (“CemigTelecom”) (previously named Infovias S.A.) (subsidiary): Provision and commercial operation of a specialized service in the area of telecommunications: an integrated multi-service network of fiber optic cables, coaxial cables, and electronic and associated equipment. CemigTelecom owns 49% of Ativas Data Center (“Ativas”) (a jointly-controlled subsidiary), which operates primarily in supply of IT and communications infrastructure services, including physical hosting and services for medium-sized and large corporations.

 

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

 

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

 

·                  Central Termelétrica de Cogeração S.A. (“Cogeração”) (subsidiary): Production and sale of electricity as an independent power producer, in future projects.

 

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

 

·                  Empresa de Serviços e Comercialização de Energia Elétrica S.A. (ESCE) (previously named Central Hidrelétrica Pai Joaquim S.A.) (subsidiary) - Production and sale of electricity, as an independent power producer, in future projects.

 

·                  Cemig PCH S.A. (“Cemig PCH”) (subsidiary) - Production and sale of electricity as an independent power producer, through the Pai Joaquim hydroelectric power plant.

 

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

 

67



Table of Contents

 

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

 

·                  Cemig Trading S.A. (“Cemig Trading”) (subsidiary): Sale and intermediation of business transactions related to energy.

 

·                  Companhia Transleste de Transmissão (“Transleste”) (jointly controlled): Operation of the transmission line connecting the substation located in Montes Claros to the substation of the Irapé hydroelectric power plant.

 

·                  Companhia Transudeste de Transmissão (“Transudeste”) (jointly controlled): Construction, operation and maintenance of national grid transmission lines and facilities of the Itutinga—Juiz de Fora transmission line.

 

·                  Companhia Transirapé de Transmissão (“Transirapé”) (jointly controlled): Construction, operation and maintenance of the Irapé—Araçuaí transmission line.

 

·                  Empresa Paraense de Transmissão de Energia S.A. (“ETEP”) (jointly controlled): Holder of the electricity transmission concession for a transmission line in the State of Pará. ETEP constituted the subsidiary Empresa Santos Dumont de Energia S.A. (ESDE), in which it holds 100%.

 

·                 Empresa Norte de Transmissão de Energia S.A. (“ENTE”) (jointly controlled): Holder of the public electricity transmission service concession for two transmission lines in the States of Pará and Maranhão.

 

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

 

·                  Empresa Amazonense de Transmissão de Energia S.A. (“EATE”) (Jointly controlled): Holder of the public service electricity transmission concession, for the transmission lines between the sectionalizing substations of Tucuruí, Marabá, Imperatriz, Presidente Dutra and Açailândia. EATE has holdings in the following transmission companies: Empresa Brasileira de Transmissão de Energia S.A. (“EBTE”) (jointly-controlled); Sistema de Transmissão Catarinense S.A. (“STC”) (subsidiary) and Lumitrans Companhia Transmissora de Energia Elétrica S.A. (“Lumitrans”) (subsidiary);

 

·                  Empresa Catarinense de Transmissão de Energia S.A. (“ECTE”) (jointly controlled): Holder of a public electricity transmission service concession for transmission lines in the State of Santa Catarina;

 

68



Table of Contents

 

·                  Axxiom Soluções Tecnológicas S.A. (“Axxiom”) (jointly controlled): Unlisted company, providing technology and systems solutions for operational management of public service concession holders, including companies in electricity, gas, water, sewerage and other utilities. Jointly owned by Light (51%) and Cemig (49%);

 

·                  Transchile Charrúa Transmisión S.A. (“Transchile”) (jointly controlled): Construction, operation and maintenance of the Charrúa-Nueva Temuco transmission line, and two sections of transmission line at the Charrúa and Nueva Temuco substations, in the central region of Chile. The head office of Transchile is in Santiago, Chile. The transmission line started operating in January 2010.

 

·                  Companhia de Transmissão Centroeste de Minas (“Centroeste”) (jointly controlled): Construction, operation and maintenance of the Furnas-Pimenta transmission line — part of the national grid. The transmission line started operating in April 2010.

 

·                  Parati S.A. Participações em Ativos de Energia Elétrica (“Parati”) (jointly-controlled subsidiary): Holding company owning interests in other companies, Brazilian or foreign, through shares or share units, in any business activity. Parati holds an equity interest of 6.42% in Light.

 

·                  Cemig Serviços S.A. (“Cemig Serviços”) (subsidiary): Provision of services related to planning, construction, operation and maintenance of electricity generation, transmission and distribution systems, and provision of administrative, commercial and engineering services in the various fields of energy, from any source

 

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

 

2.                  BASIS OF PREPARATION

 

2.1           Statement of compliance

 

The Financial Statements of the holding company have been prepared in accordance with accounting practices adopted in Brazil (BRGAAP),  which comprise: the Corporate Law, which incorporates the provisions of Laws 11638/07 and 11941/09; the Pronouncements, Orientations and Interpretations issued by the Brazilian Accounting Pronouncements Committee (“CPC”); and the rules of the Brazilian Securities Commission (“CVM”). These practices differ from the IFRS applicable to the separate Financial Statements in the matter of valuation of the investments in subsidiaries and jointly-controlled subsidiaries by the equity method, under BRGAAP, but at cost or fair value under IFRS.

 

69



Table of Contents

 

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (IASB) and also in accordance with accounting practices adopted in Brazil.

 

However, there is no difference in the totals for Stockholders’ equity and Net profit between the consolidated financial statements and the parent company financial statements. Thus, the consolidated financial statements of the Company and the individual financial statements of the holding company are presented here side-by-side in a single group of financial statements.

 

On April 16, 2013, the Company’s Executive Board authorized conclusion of the Financial Statements for the year ended December 31, 2012.

 

2.2           Basis of measurement

 

The individual and consolidated financial statements have been prepared based on historic cost, with the exception of the following material items recorded in the Statement of financial position (balance sheet):

 

·             Financial instruments and derivative financial instruments measured at fair value.

 

·             Non-derivative financial assets measured at fair value through profit or loss.

 

·             Financial assets held for trading measured at fair value.

 

·             Financial assets of the Concession measured by the New Replacement Value (VNR), equivalent to fair value.

 

2.3           Functional currency and currency of presentation

 

These individual and consolidated financial statements are presented in Reais, which is the Company’s functional currency. All the financial information is presented in thousands of Reais, except where otherwise indicated.

 

2.4           Use of estimates and judgments

 

The preparation of the individual and consolidated financial statements, under IFRS and the rules of the CPC, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported in assets, liabilities, revenues and expenses. Future reported results may differ from these estimates.

 

Estimates and assumptions are revised continually, using as a reference both historic experience and also any significant changes of scenario that could affect the equity situation of the company or its results in the applicable items. Revisions in relation to accounting estimates are recognized in the period in which the estimates are reviewed, and in any future periods affected.

 

70



Table of Contents

 

The principal estimates related to the financial statements refer to recording of effects arising from:

 

·                  Allowance for doubtful accounts — see Note 8;

 

·                  Deferred income tax and Social Contribution tax — see Note 10;

 

·                  Financial assets of the Concession — see Note 13;

 

·                  Intangible assets — see Note 16;

 

·                  Depreciation — see Note 15;

 

·                  Amortization — see Note 16;

 

·                  Employee post-retirement benefits — see Note 21;

 

·                  Provisions — see Note 22 ;

 

·                  Unbilled electricity supplied — see Note 24; and

 

·                  Measurement of Fair Value and Derivative Financial Instruments — see Note 29.

 

2.5           Reclassification of accounting balances of Jan. 1, 2011 and Dec. 31, 2011

 

Certain balances in the financial statements for the business year ended December 31, 2011, originally issued on March 26, 2012, although not material in scale, are being reclassified for the purposes of comparison with the financial statements for the year ended December 31, 2012. In this case the Company made an error that was not material and was not intentional. Although the adjustments are not material in scale, individually or jointly, the Company decided to adjust the comparative balances of 2011 for the presentation of the financial statements for 2012, with the objective of maintaining the optimum comparison of the balances.

 

71



Table of Contents

 

Below is a summary of the financial statements which had non-material reclassifications, to provide optimum comprehension of the effects:

 

Jan 1, 2011

 

Consolidated

 

Holding company

 

Statement of financial position

 

Note

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Linked funds

 

h

 

 

14,241

 

14,241

 

 

190

 

190

 

Other credits

 

h

 

560,270

 

(14,241

)

546,029

 

13,889

 

(190

)

13,699

 

Total, current assets

 

 

 

8,085,576

 

 

8,085,576

 

552,339

 

 

552,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax and Social Contribution tax

 

a; b

 

1,800,567

 

(582,441

)

1,218,126

 

 

 

 

Financial assets of the concession

 

b

 

7,315,756

 

356,080

 

7,671,836

 

 

 

 

Intangible assets

 

b

 

4,803,687

 

144,490

 

4,948,177

 

 

 

 

Total, non-current assets

 

 

 

25,470,258

 

(81,871

)

25,388,387

 

12,916,713

 

 

12,916,713

 

Total assets

 

 

 

33,555,834

 

(81,871

)

33,473,963

 

13,469,052

 

 

13,469,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financings

 

h

 

1,573,885

 

(27,657

)

1,546,228

 

 

 

 

Debentures

 

h

 

628,681

 

27,657

 

656,338

 

 

 

 

Total, current liabilities

 

 

 

6,403,358

 

 

6,403,358

 

1,604,669

 

 

1,604,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financings

 

h

 

6,244,475

 

(130,716

)

6,113,759

 

 

 

 

Debentures

 

h

 

4,779,449

 

130,716

 

4,910,165

 

 

 

 

Income tax and Social Contribution tax

 

a

 

1,065,399

 

(81,871

)

983,528

 

 

 

 

Total, non-current liabilities

 

 

 

15,676,343

 

(81,871

)

15,594,472

 

11,476,133

 

 

11,476,133

 

Total liabilities

 

 

 

22,079,701

 

(81,871

)

21,997,830

 

2,720,057

 

 

2,720,057

 

Total liabilities and stockholders’ equity

 

 

 

33,555,834

 

(81,871

)

33,473,963

 

13,469,052

 

 

13,469,052

 

 

72



Table of Contents

 

2011

 

Consolidated

 

Holding company

 

Statement of financial position

 

Note

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Linked funds

 

h

 

 

3,386

 

3,386

 

 

99

 

99

 

Other credits

 

h

 

562,135

 

(3,386

)

558,749

 

8,801

 

(99

)

8,702

 

Total, current assets

 

 

 

8,531,649

 

 

8,531,649

 

683,277

 

 

683,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax and Social Contribution tax

 

a; b

 

2,036,086

 

(800,217

)

1,235,869

 

 

 

 

Financial assets of the concession

 

b

 

8,777,822

 

308,429

 

9,086,251

 

 

 

 

Intangible assets

 

b

 

5,261,181

 

142,925

 

5,404,106

 

 

 

 

Concession holders — Transport of electricity

 

h

 

 

11,931

 

11,931

 

 

 

 

Other credits

 

h

 

184,367

 

(11,931

)

172,436

 

 

 

 

Total, non-current assets

 

 

 

28,826,097

 

(348,863

)

28,477,234

 

13,781,728

 

 

13,781,728

 

Total assets

 

 

 

37,357,746

 

(348,863

)

37,008,883

 

14,465,005

 

 

14,465,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financings

 

h

 

4,382,069

 

(27,551

)

4,354,518

 

 

 

 

Debentures

 

h

 

3,438,991

 

27,551

 

3,466,542

 

 

 

 

Provision for losses on financial instruments

 

h

 

25,143

 

(1,642

)

23,501

 

 

 

 

Concessions payable

 

h

 

 

7,990

 

7,990

 

 

 

 

Other obligations

 

h

 

414,049

 

(6,348

)

407,701

 

 

 

 

Total, current liabilities

 

 

 

12,169,346

 

 

12,169,346

 

2,352,548

 

 

2,352,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financings

 

h

 

5,358,450

 

(103,674

)

5,254,776

 

 

 

 

Debentures

 

h

 

2,599,559

 

103,674

 

2,703,233

 

 

 

 

Income tax and Social Contribution tax

 

a

 

1,234,023

 

(348,863

)

885,160

 

 

 

 

Total, non-current liabilities

 

 

 

13,443,452

 

(348,863

)

13,094,589

 

367,509

 

 

367,509

 

Total liabilities

 

 

 

25,612,798

 

(348,863

)

25,263,935

 

2,720,057

 

 

2,720,057

 

Total liabilities and stockholders’ equity

 

 

 

37,357,746

 

(348,863

)

37,008,883

 

14,465,005

 

 

14,465,005

 

 

Profit and loss account 

 

Note

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Revenue

 

b; c

 

15,814,227

 

(65,511

)

15,748,716

 

347

 

 

347

 

Depreciation and amortization

 

b; c

 

(866,977

)

(43,342

)

(910,319

)

 

 

 

Total cost

 

 

 

(9,956,824

)

(43,342

)

(10,000,166

)

 

 

 

Gross profit

 

 

 

5,857,403

 

(108,853

)

5,748,550

 

347

 

 

347

 

Equity gain (loss) in subsidiaries

 

c

 

 

 

 

2,520,216

 

(53,578

)

2,466,638

 

Financial expenses

 

c

 

(2,050,786

)

85,520

 

(1,965,266

)

(167,469

)

53,578

 

(113,891

)

Pretax profit

 

 

 

3,356,374

 

(23,333

)

3,333,041

 

2,434,225

 

 

2,434,225

 

Deferred income tax and Social Contribution tax

 

b

 

170,527

 

23,333

 

193,860

 

 

 

 

Net profit for the year

 

 

 

2,415,450

 

 

2,415,450

 

2,415,450

 

 

2,415,450

 

 

Statement of comprehensive income

 

Note

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Net profit for the year

 

h

 

 

 

 

2,415,450

 

 

2,415,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

h

 

 

 

 

6,126

 

(6,126

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in Subsidiary and Jointly-controlled subsidiary

 

h

 

 

 

 

 

 

5,300

 

5,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedge instruments

 

h

 

 

 

 

(1,252

)

1,252

 

 

Deferred income tax and Social Contribution tax

 

h

 

 

 

 

426

 

(426

)

 

Net comprehensive income

 

h

 

 

 

 

2,420,750

 

 

2,420,750

 

 

73



Table of Contents

 

2011

 

Consolidated

 

Holding company

 

Cash flow statements

 

Note

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Cash flow from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

f

 

(170,527

)

1,088,118

 

917,591

 

(124,512

)

143,287

 

18,775

 

Depreciation and amortization

 

f

 

939,327

 

43,342

 

982,669

 

 

 

 

Equity gain (loss) in subsidiaries

 

f

 

 

 

 

(2,520,216

)

53,578

 

(2,466,638

)

Interest and monetary updating

 

f

 

(782,764

)

1,328,364

 

545,600

 

(184,280

)

84,404

 

(99,876

)

Monetary updating of the FIDC

 

f

 

 

 

 

 

 

 

(63,508

)

(63,508

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) / decrease in assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax recoverable

 

f

 

432,518

 

(331,242

)

101,276

 

 

(196,865

)

(196,865

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (reduction) in liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes

 

f

 

317,304

 

85,155

 

402,459

 

2,904

 

41,604

 

44,508

 

Loans, financings and debentures

 

f

 

245,911

 

(245,911

)

 

(11,769

)

11,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash from operational activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on loans and financings

 

f

 

 

(1,082,453

)

(1,082,453

)

 

(32,665

)

(32,665

)

Income tax and Social Contribution tax paid

 

f

 

 

(885,373

)

(885,373

)

 

(41,604

)

(41,604

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash from operational activities

 

 

 

3,898,189

 

 

3,898,189

 

1,933,003

 

 

1,933,003

 

 

74



Table of Contents

 

2011

 

Consolidated

 

Holding company

 

Added value statement

 

Nota

 

Published

 

Reclassifications

 

Reclassified

 

Published

 

Reclassifications

 

Reclassified

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of electricity, gas and services

 

d

 

22,810,729

 

(1,583,690

)

21,227,039

 

 

 

 

Distribution construction revenue

 

d

 

 

1,412,407

 

1,412,407

 

 

 

 

Generation construction revenue

 

d

 

 

120,170

 

120,170

 

 

 

 

Gas construction revenue

 

d

 

 

6,550

 

6,550

 

 

 

 

Investments in property, plant and equipment

 

d

 

 

538,873

 

538,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inputs acquired from third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

 

 

(4,277,980

)

(322,374

)

(4,600,354

)

 

 

 

Charges for use of the national grid

 

d;g

 

(830,024

)

(93,460

)

(923,484

)

 

 

 

Outsourced services

 

d;g

 

(1,030,827

)

(1,008,330

)

(2,039,157

)

 

 

 

Materials

 

d

 

(97,752

)

(756,057

)

(853,809

)

 

 

 

Construction cost

 

d

 

(1,529,269

)

1,529,269

 

 

 

 

 

Operational provisions

 

d;h

 

 

(93,982

)

(93,982

)

 

1,892

 

1,892

 

Other operational costs

 

d;h

 

(266,349

)

(36,057

)

(302,406

)

(17,261

)

(1,892

)

(19,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross value added

 

 

 

14,285,794

 

(286,681

)

13,999,113

 

(30,098

)

 

(30,098

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retentions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

d

 

(939,327

)

(34,405

)

(973,732

)

 

 

 

Net added value produced by the company

 

d

 

13,346,467

 

(321,086

)

13,025,381

 

(30,468

)

 

(30,468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Added value received by transfer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

d

 

 

 

 

2,520,216

 

(53,578

)

2,466,638

 

Added value to be distributed

 

d

 

14,383,066

 

(321,086

)

14,061,980

 

2,705,173

 

(53,578

)

2,651,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution of added value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct remuneration

 

d

 

1,002,811

 

106,589

 

1,109,400

 

 

 

 

Benefits

 

d

 

349,526

 

265

 

349,791

 

 

 

 

FGTS FUND

 

d

 

60,414

 

206

 

60,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

d;g

 

4,779,297

 

(420,495

)

4,358,802

 

70,041

 

(149

)

69,892

 

State

 

d

 

3,609,457

 

165

 

3,609,622

 

 

 

 

Municipal

 

d

 

7,701

 

161

 

7,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of external capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

d

 

2,050,786

 

(15,084

)

2,035,702

 

167,469

 

(53,578

)

113,891

 

Rentals

 

d

 

87,351

 

7,107

 

94,458

 

827

 

149

 

976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of own capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

d

 

1,207,725

 

1,086,952

 

2,294,677

 

1,207,725

 

1,086,952

 

2,294,677

 

Retained earnings

 

d

 

1,207,724

 

(1,086,952

)

120,773

 

1,207,724

 

(1,086,952

)

120,772

 

Value distributed

 

 

 

14,383,065

 

(321,086

)

14,061,979

 

2,705,173

 

(53,578

)

2,651,595

 

 

75



Table of Contents

 

The reclassifications above are presented to provide more material information in relation to the following items:

 

a)             Deferred income tax and Social Contribution tax: The deferred liability balances of income tax and Social Contribution tax were offset with the corresponding balances in assets, in each one of the entities that comprised the economic group.

 

b)             The Company reclassified deferred income tax liability relating to the difference between the book value and fair value found on the acquisitions after January 1, 2009, in the consolidated information, previously presented net within the assets acquired.

 

c)              Reclassification of the amortization of goodwill related to the assets of the concession, from financial expenses to the Equity gain (loss) in subsidiaries line in the Profit and loss account of the holding company.

 

d)             Reclassification of the amortization of added value of assets of the concession from Financial expenses to Depreciation and amortization of distribution and generation acquisitions and to the Transmission revenue line, for electricity transmission assets.

 

e)              Segregation of the Company’s investments into fixed assets, intangible assets and financial assets of the concession according to the nature of expenditures in the added value statement.

 

f)               Allocation of Interest and monetary adjustment in the adjustments to net profit do not affect cash and cash equivalents, in the Cash flow Statement.

 

g)              Allocations of current income tax and Social Contribution tax in the adjustments to net profit do not affect cash and cash equivalents, in the Cash flow Statement.

 

h)             Electricity bought for resale, and Charges for use of national transmission grid:  In 2011 these were presented net of the credits for the PIS, Pasep and Cofins taxes applying to acquisition and transport of inputs. They have been reclassified to Taxes — Federal;

 

i)                 The other items were separated for the purpose of optimal presentation of their effects in the Interim financial statements.

 

76



Table of Contents

 

2.6           Principal accounting practices

 

The accounting policies described in detail below have been applied consistently to all the periods presented in these individual and consolidated financial statements.

 

The accounting policies referring to the Company’s current operations, and consistently applied by the entities of the Group, are as follows:

 

a)             Financial instruments

 

Non-derivative financial assets: The Company initially recognizes loans and receivables and deposits on the date that they are originated. All the other financial assets (including assets designated at fair value through Profit and loss) are recognized initially on the trade date, which is the date that the Company becomes one of the parties to the contractual provisions of the instrument.

 

The Company derecognizes a non-derivative financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as an individual asset or liability.

 

Financial assets or liabilities are offset, and the net amount presented in the balance sheet, when, and only when, the Company has the legal right to offset the amounts and has the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.

 

The company has the following non-derivative financial assets: Cash and bank deposits, Cash equivalents, and Securities — measured at fair value through profit or Loss;  Credits from consumers, traders and electricity transport concession holders, Linked funds, and Deposits linked to legal actions — recognized at their nominal realization values which are similar to fair values; and Financial assets of the concession covered by Provisional Measure 579 —measured at the New Replacement Value (VNR), equivalent to fair value.

 

Non-derivative financial liabilities: The Company recognizes debt securities issued initially on the date on which they are originated. All the other financial assets (including assets designated at fair value through profit and loss) are recognized initially on the date of trading on which the Company becomes one of the parties to the contractual provisions of the instrument. The company derecognizes a financial liability when its contractual obligations are withdrawn, are cancelled or expire.

 

The Company has the following non-derivative financial liabilities: Loans, Financings, Debentures, Suppliers, and Other accounts payable. These liabilities are recognized initially at the fair value plus any attributable transaction costs. After the initial recognition, they are measured at amortized cost using the Effective Rates method.

 

77



Table of Contents

 

Share capital: Common shares are classified as stockholders’ equity. Preferred shares are classified as stockholders’ equity if they are not redeemable, or are redeemable only at the Company’s option. Owners of preferred shares do not have the right to vote but do have preference in liquidation. The rights to minimum dividends as established for the preferred shares are described in Explanatory Note 23 to the consolidated financial statements.

 

The minimum obligatory dividends as defined in the by-laws are recognized as a liability.

 

Financial instruments at fair value through profit or loss: A financial asset is classified as a financial instrument at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Company manages those investments and takes purchase and sale decisions based on their fair values in accordance with the Company’s documented risk management and investment strategy. Transaction costs are recognized in the Profit and loss account as and when incurred. Financial assets recorded at fair value through profit or loss are measured at fair value, and changes in the fair value of these assets are recognized in the Profit and loss account for the period. Securities were classified in this category.

 

Financial instruments available for sale:  A financial instrument is classified as available for sale when the purpose for which it was acquired is not investment of funds to obtain short-term gains, and there is no intention of keeping the investments up to maturity or, further, when they do not fit in the other categories. As from December 31, 2012, assets in this category include the financial assets of the transmission and distribution concessions that were covered by Provisional Measure 579, subsequently approved by Congress, becoming Law 12783 of January 11, 2013.  They are measured at the New Replacement Value (VNR), equivalent to fair value on the date of these financial statements. The Company recognizes a financial asset resulting from a concession contract when it has an unconditional contractual right to receive cash or another financial asset from, or under the direction of, the concession-granting power for the services of construction or improvement provided.

 

Loans and financings: These are financial assets with fixed or calculable payments that are not quoted on an active market.  These liabilities are recognized initially at the fair value plus any attributable transaction costs.  After initial recognition, loans and receivables are measured at amortized cost by the effective interest method, less any loss by impairment.

 

Loans and receivables comprise Cash, Cash equivalents, Consumers and traders, Concession holders — transport of electricity, Accounts receivable from the Minas Gerais state government, Financial assets of the concession not covered by Provisional Measure 579 (converted into Law 12783), Deposits linked to court actions, and Traders — transactions in Free Energy.

 

78



Table of Contents

 

Cash and cash equivalents includes balances of cash, bank sight deposits and cash investments, with original maturity of three months or less from the date of contracting, which are subject to an insignificant risk of change in value. Cash and cash equivalents are maintained for the purpose of meeting cash commitments in the short term and not for investment or other purposes.

 

The Company recognizes a financial asset resulting from a concession contract when it has an unconditional contractual right to receive cash or another financial asset from, or under the direction of, the concession-granting power for the services and construction or improvement provided. Such financial assets are measured at fair value through the initial recognition. After the initial recognition, the financial assets are measured at amortized cost and classified as loans and receivables.

 

Derivative financial instruments and hedging activities: The jointly-controlled subsidiary Madeira maintains financial hedge derivative instruments to protect the cash flow and regulate the principal exposures to financial risks, and the subsidiary Cemig D (Distribution) maintains financial hedge derivative instruments to regulate its exposure to risks of variation in foreign currency. Derivatives are recognized initially at their fair value and the attributable transaction costs are recognized in the Profit and loss account when they are incurred. After the initial recognition, derivatives are measured at fair value and changes are accounted in the Profit and loss account, except in the circumstance described below for accounting of hedging operations.

 

The method of accounting gains and losses on derivatives is conditional upon possible classification of the derivative as a “cash flow hedging” instrument. The effective part of the variations in fair value of derivatives designated and qualified as “cash flow hedge” instruments is recognized in Other comprehensive income. The gain or loss related to the non-effective portion is immediately recognized in Financial revenue (expenses). The amounts accumulated in Stockholders’ equity are realized in the Profit and loss account in the periods in which the item protected by hedging affects the result. For the derivatives that are not classified as “cash flow hedges”, the variations in fair value are recognized as gains or losses in Financial revenue (expenses).

 

Supporting its use of hedge accounting, Madeira has a policy classifying the applicable derivatives as cash flow hedges. Its management regards as highly effective those instruments that offset between 80% and 125% of the change in the price of the item for which the protection was contracted.

 

79



Table of Contents

 

b)             Foreign currency and operations outside Brazil

 

Transactions in foreign currency are converted to the respective functional currency of the Company at the exchange rates of the dates of the transactions.  Monetary assets and liabilities denominated and calculated in foreign currencies on the date of presentation are reconverted to the functional currency at the exchange rate found on that date. The exchange rate gain or loss on monetary items is the difference between the amortized cost of the functional currency at the beginning of the period, adjusted for interest and any payments made during the period, and the amortized cost in foreign currency at the exchange rate of the period of presentation. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are reconverted to the functional currency at the exchange rate on the date on which the fair value was calculated. The differences of foreign currencies resulting from the reconversion are recognized in the Profit and loss account. Non-monetary items that are measured in terms of historic cost in foreign currency are converted at the exchange rate found on the date of the transaction.

 

The gains and losses arising from variations in foreign currencies relating to the jointly-controlled subsidiary Transchile are recognized directly in Stockholders’ equity in the Accumulated conversion adjustment and recognized in the Profit and loss account when these investments are sold, partially or totally. The financial statements of the subsidiary outside Brazil are adjusted to Brazilian accounting practices and, subsequently, converted to the local functional currency at the exchange rate of the date of closing.

 

c)              Consumers and traders; Concession holders — Transport of electricity ; and Consumers and traders — Transactions in “Free Energy”

 

Accounts receivable from Consumers and traders, and from Concession holders for transport of electricity, are initially recorded at fair value, whether already invoiced or not, and, subsequently, measured by amortized cost. They include any direct taxes for which the company has the tax responsibility, less taxes withheld at source, which are considered to be tax credits.

 

The provision for doubtful receivables, for low and medium voltage consumers, is recorded based on estimates by Management, in an amount sufficient to cover probable losses. The principal criteria set by the company are:

 

(i)   For consumers with significant balances, the balance receivable is analyzed in the light of the history of the debt, negotiations in progress and real guarantees;

(ii)  For other consumers, the following are provisioned 100%: Debts from residential consumers more than 90 days past due; debts from commercial consumers more than 180 days past due; and debts more than 360 days past due from other consumers. These criteria are the same as those established by Aneel.

 

80



Table of Contents

 

For large consumers an individual analysis is made of the debtors and of the actions in progress for receipt of the credits.

 

d)             Inventories

 

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the principle of average cost of acquisition and includes expenses incurred in the acquisition of inventories and other costs incurred in bringing them to their present locations and conditions. Materials in inventory are classified in Current assets, and are not depreciated or amortized; materials destined for works are classified in Property, plant and equipment or Intangible assets.

 

The net realizable value is the estimated sale price in the normal course of business, less the estimated costs of conclusion and expenses of sales.

 

e)              Investments

 

In the individual Financial Statements of the holding company, the financial information of its subsidiaries and jointly-controlled subsidiaries is recognized by the equity method, initially at cost. The Company’s investments include the goodwill premium identified on the acquisition, net of any accumulated losses by impairment.

 

f)               Operational leasing

 

Payments made under operating lease contracts are recognized as expenses in the Profit and loss account on a straight-line basis over the period of the leasing contract.

 

g)              Assets linked to the concession

 

Distribution activity:  The portion of the assets of the concession that will be fully amortized during the concession period is recorded as intangible assets and is amortized in full during the concession agreement period.

 

The amortization reflects the pattern of consumption of the rights acquired.  It is calculated on the balance of the assets linked to the concession, by the straight-line method, based on the application of the rates set by Aneel for the electricity distribution activity.

 

The Company measures the value of the assets which will not be fully amortized by the end of the concession agreement period and reports this amount as a financial asset because it is an unconditional right to receive cash or other financial asset directly from the grantor.

 

81



Table of Contents

 

New gas-related assets are recorded initially in Intangible assets, valued at acquisition costs, including capitalized borrowing costs. When the assets start operation they are split into financial assets and intangible assets, according to the criterion mentioned in the previous paragraphs: The portion of the assets that is recorded in financial assets is valued based on the new replacement cost, having as a reference the amounts homologated by Aneel for the Asset Base for Remuneration in the processes of tariff review.

 

When an asset is replaced, the net book value of the assets is written off as an expense to the Profit and loss account.

 

For the new transmission concessions, granted after the year 2000, the costs related to the construction of the infrastructure are recorded in the profit and loss account as and when they are calculated, and a Construction Revenue is recorded based on the stage of conclusion of the assets, including the taxes applicable to the revenue and any profit margin. Only the costs of the infrastructure that will be amortized during the concession are recorded in the Profit and loss account. The portion of the assets that will not be used during the concession is recorded as a financial asset, because there is an unconditional right to receive cash or other financial assets directly from the grantor at the end of the concession agreement period.

 

For newer transmission concessions, during the period of construction of the transmission lines, the transmission revenue to be received throughout the concession agreement period, adjusted at fair value, is recorded in Financial assets.

 

For older transmission concessions, granted before 2000, the Company has not adopted ICPC 01 (IFRIC 12) on a backdated basis due to the volume and age of the assets. Instead, the net book values of these assets were used and classified as financial assets for purposes of the first-time adoption of IFRS.

 

In these cases, the assets are allocated in full as a financial asset, since there is no demand risk in the transmission activity, and the revenue arises only from the availability of a network.

 

Of the invoiced amounts of Permitted Annual Revenue (RAP), the portion relating to the fair value of the operation and maintenance of the assets is recorded as revenue, and the portion relating to the construction revenue, originally recorded at the time of the formation of the assets, is used to recover the financial assets.

 

Additional expenditures incurred for purposes of capital expansion and improvements to the transmission assets are capitalized into the financial asset balance, as the Company is entitled to be reimbursed from the grantor for these costs incurred.

 

82



Table of Contents

 

In counterpart to acceptance of the terms of renewal of the old transmission concessions, as described in more detail in Explanatory Note 4, the greater part of the transmission assets of the old concessions will be the subject of indemillionity by the Concession-granting Power, having already been written off on December 31, 2012, and an item in Accounts receivable having been posted corresponding to the estimated indemillionity to be received.

 

Distribution activity: The portion of the assets of the concession that will be fully amortized during the concession period is recorded as intangible assets and is amortized in full during the concession agreement period.

 

The amortization for the gas-related assets is calculated on a straight-line basis over the useful lives of the gas-related assets, using the amortization rates based on the useful life estimates made by management.

 

The Company measures the value of the assets which will not be fully amortized by the end of the concession agreement period, and reports this amount as a financial asset because it is an unconditional right to receive cash or other financial asset directly from the grantor.

 

New gas-related assets are recorded initially in Intangible assets, valued at acquisition costs, including capitalized borrowing costs. When they come into operation they are segregated between Financial assets and Intangible assets, in accordance with the criterion given in the previous paragraphs.

 

When an asset is replaced, the net book value of the assets is written off as an expense to the Profit and loss account.

 

Wind power generation activity:  The costs related to construction of the infrastructure are posted in the Profit and loss account when they take place, and a Construction revenue is recorded based on the stage of conclusion of the works carried out, including the taxes applicable to the revenue, and any profit margin.

 

The balance of the assets that will be fully amortized during the period of the authorization is recognized in Intangible Assets. These assets are amortized taking into account the pattern of consumption of the rights acquired in the period of construction, for a period not greater than the period of the respective authorizations.

 

h)             Intangible assets

 

Intangible assets are assets relating to: service concession contracts, and software.

 

83



Table of Contents

 

The following criteria are applied to individual cases: (i) Intangible assets acquired from third parties are measured at the total cost of acquisition, less amortization expenses; and (ii) intangible assets generated internally are recognized as assets in the phase of development, provided that the technical feasibility of using them is demonstrated and that the future economic benefits are probable. They are measured at cost, net of accumulated amortization and accumulated impairment losses.

 

For intangible assets linked to the concession, the accounting practices described in the item “Assets linked to the concession” above are applied.

 

i)                 Property, plant and equipment

 

The goods in Property, plant and equipment are valued at the cost incurred on the date of their acquisition or formation, including deemed cost, and capitalized financial costs, less accumulated depreciation. The cost includes expenditures that are directly attributable to the acquisition of an asset. The cost of self-constructed assets includes the cost of materials and direct labor, and any other costs directly attributable to bringing the assets to a working condition for their intended use.

 

The subsequent costs are capitalized to the extent that it is probable that the Company will receive future benefits associated with those expenditures.

 

When an asset is replaced, the net book value of the asset, taking into account expenses on repairs and maintenance, is written off as an expense to the Profit and loss account.

 

Depreciation and amortization: These are calculated on the balance of property, plant and equipment in service and investments in consortia, on a straight-line basis, using the rates determined by Aneel for the assets related to electricity activities, which reflect the estimated useful life of the assets.

 

The principal depreciation rates applied to the Company’s property, plant and equipment assets are shown in Note 15 to the consolidated financial statements.

 

Assets that will not be fully depreciated by the end of the concession will be reverted to the concession-granting power and this non-depreciated portion will be indemillionified.

 

Interest and other financing charges incurred on financings linked to works in progress are appropriated to PP&E assets in progress, and Consortia, during the period of construction.

 

84



Table of Contents

 

For borrowings raised for the construction of a specific PP&E asset, the Company capitalizes all of the financial costs related to the borrowings directly to the respective assets being financed. For other borrowings raised that are not linked directly to a specific PP&E asset, a weighted average rate is established for the capitalization of the costs of those loans.

 

The residual value is the balance remaining of the asset at the end of the concession, thus, as established in a contract signed between the Company and the Nation, at the end of the concession the assets will be reverted to the Nation which, in turn, will indemillionify the Company for those assets that have not yet been totally depreciated. In cases where there is no indemillionity at the end of the concession, for thermal and wind generation, no residual value is recognized and the depreciation rates are adjusted so that all the assets are depreciated within the concession. In the case of the hydroelectric plants under the independent power producer regime, the Company believes that there is the right to indemillionity of the residual amount of the linked and reversible assets, taking into account the facts and circumstances available at the moment.  Any changes will be monitored and their impacts, if any, analyzed.

 

j)                Impairment

 

Financial assets: A financial asset not carried at fair value through profit and loss is assessed at each presentation date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect that can be reliably estimated on the estimated future cash flows of that asset.

 

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, indications that a debtor or issuer will enter bankruptcy, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

 

The Company considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are assessed for specific impairment. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics.

 

85



Table of Contents

 

In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

 

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in the Profit and loss account and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

 

Non-financial assets: The carrying amounts of the Company’s non-financial assets, other than Inventories and Deferred income tax and Social Contribution tax, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Property, plant and equipment and intangible assets have their carrying amount tested if there was an indication that an asset may be impaired.

 

k)             Benefits to employees

 

Defined contribution plans:  A defined contribution plan is a post-employment benefits plan under which an entity pays fixed contributions into a separate entity (pension fund) and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in the Profit and loss account in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

 

86



Table of Contents

 

Defined benefit plans:  A defined benefit plan is a post-retirement benefit plan other than a defined contribution plan.  The Company’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services rendered in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognized past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the asset recognized is limited to the total of any unrecognized past service costs and net actuarial losses, and the present value of the economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In calculating the present value of the economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Company. An economic benefit is available to the Company if it is realizable during the life of the plan, or on settlement of the plan liabilities.

 

When the benefits of a plan are improved, the portion of the increased benefit related to the past service of the employees is recognized in the profit and loss account on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognized immediately in the profit and loss account.

 

The Company recognizes all such actuarial gains and losses arising from adjustments based on experience, or on any changes of actuarial assumptions that are in excess of 10% of the plan assets or 10% of the plan liabilities, in the profit and loss account over the average time of expected future service of the present active participants.

 

For the Company’s defined benefit pension plan obligations, the liability recorded in the statement of financial position is the greater of: a) the debt agreed upon with the foundation for amortization of the actuarial obligations, and b) the present value of the actuarial obligation after deduction of the fair value of plan assets, as calculated by a qualified actuary and provided in the actuarial opinion. In the business years presented, the debt agreed upon with the foundation is greater than the amounts of net liabilities. In this case, the annual amount recorded in the Profit and loss account corresponds to the charges and monetary variation on that debt, which is allocated as a financial expense of the Company.

 

87



Table of Contents

 

Other long-term benefits to employees: The Company’s net obligation in respect of employee benefits other than pension plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Company’s obligations. The calculation is carried out by the projected unit credit method.  Any actuarial gains and losses are recognized in the profit and loss account in the period in which they arise.

 

The procedures mentioned above are used for the actuarial obligations relating to the health plan, life insurance and the dental plan.

 

Termination benefits: These are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate the employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Company has made an offer of voluntary redundancy, and if it is probable that the offer will be accepted, and if the number of acceptances can be reliably estimated.

 

Short-term employee benefits: Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

 

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee, and the obligation can be reliably estimated. Employees’ profit shares specified in the Company’s by-laws are accrued for in accordance with the requirements established in the collective agreements with the employee unions and recorded in Employees’ and managers’ profit shares in the Profit and loss account.

 

l)                 PROVISIONS

 

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

 

88



Table of Contents

 

Paid concessions:  A provision for paid concessions is recognized when the benefits that are expected to be derived from a contract are less than the inevitable cost of meeting the obligations of the concession.  The provision is measured at present value by the lower of: (i) the expected cost of rescinding the concession contract and (ii) the expected net cost of continuing with it.

 

m)         Income tax and Social Contribution tax

 

Income tax and the Social Contribution tax, current and deferred, are calculated based on the rates of: income tax at 15%, plus the additional rate of 10% on taxable income exceeding R$ 240,000 (two hundred and forty thousand Reais) per year; and for the Social Contribution tax, 9% on taxable profit. They include the offsetting of tax losses/carryforwards for both taxes, the total of which is limited to 30% of the real profit.

 

The expense on Income tax and the Social Contribution tax comprises current and deferred tax. The current tax and the deferred tax are recognized in the Profit and loss account except to the extent that they relate to a business combination, or items directly recognized in Stockholders’ equity or Other comprehensive income.

 

Current tax is the tax payable or receivable expected on the taxable profit or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to the tax payable in respect of previous years.

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantially enacted up to the reporting date.

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.

 

Deferred income tax and Social Contribution tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

89



Table of Contents

 

n)             Operational revenue

 

In general, for the Company’s business in the electricity, gas, telecommunications and other sectors, revenues are recognized when there is persuasive evidence of agreements, when delivery of merchandise takes place or when the services are provided, the prices are fixed or determinable, and receipt is reasonably assured, independently of whether the money has actually been received.

 

Revenues from sale of electricity are recorded based on the electricity delivered and the tariffs specified in the terms of the contract or in effect in the market. Revenues from retail supply of electricity to final consumers are recorded when the delivery has taken place. The billing is carried out monthly. Unbilled retail supply of electricity, from the period between the last billing and the end of each month, is estimated based on the billing from the previous month and is accrued for at the end of the month. The differences between the amounts accrued and the actual revenues realized, which have not historically been significant, are recorded in the following month.

 

Revenue from the supply of electric energy to the Brazilian grid system is recorded when the delivery has taken place and is invoiced to consumers on a monthly basis, in accordance with the payment schedules specified in the concession agreement.

 

For newer transmission concessions, the portion of the invoicing relating to the fair value of the operation and maintenance of the transmission lines is recorded on a monthly basis as revenues in the Profit and loss account. The revenue related to construction services under the concession contract is recognized on a percentage of completion basis. The revenue from updating of the financial asset constituted as a result of the construction of the lines is also recorded in the Profit and loss account.

 

For the older transmission concessions, the fair value of the operation and maintenance of the transmission lines and the remuneration of the financial asset are recorded as revenue in the Profit and loss account each month.

 

The services provided include charges for connection and other related services and the revenues are accounted when the services are provided.

 

o)             FINANCIAL REVENUE AND EXPENSES

 

Financial revenue includes interest income on funds invested, fee income for consumer payments made late, interest income on financial assets of the concession, and interest income on other financial assets. Interest income is recognized in the Profit and loss account using the effective interest method.

 

90



Table of Contents

 

Financial expenses include interest expense on borrowings and foreign exchange and monetary variation on borrowing cost of debt, foreign exchange variation and monetary variation on loans, financings and debentures. Interest expense on the Company’s borrowings that is not capitalized is recognized in the Profit and loss account using the effective interest method.

 

p)             Profit per share

 

Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to the controlling shareholders and non-controlling interest of the Company by the weighted average number of the common and preferred shares outstanding during the periods. Diluted EPS is determined by that average number of shares in circulation, adjusted for any instruments potentially convertible into shares, with dilutive effect, in the periods presented.

 

q)             Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. All operating segments’ operating results are reviewed regularly by the Company’s CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

 

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax and Social Contribution tax assets and liabilities.

 

Segment capital expenditure is the total cost incurred during the year to acquire the Financial Assets of the Concession; property, plant and equipment; and intangible assets other than goodwill.

 

r)                Statements of added value

 

The purpose of this statement is to show the wealth created by the Company, and its distribution, in a given period.  It is presented by the Company as required by the Brazilian Corporate Law accounting legislation, as part of its individual financial statements, and as supplementary information for the consolidated financial statements, since it is not a statement that is specified as obligatory by IFRS.

 

91



Table of Contents

 

The added value statement has been prepared on the basis of the information obtained from the accounting records that serve as the basis for preparation of the financial statements and according to the provisions of CPC 09 — Added Value Statements (Demonstração do Valor Adicionado).  In its first part it presents the wealth created by the Company, represented by the revenues (gross sales revenue, including taxes on them, other revenues, and the effects of the provision for doubtful debtors), inputs acquired from third parties (cost of sales and acquisition of materials, electricity and services from third parties, including the taxes included at the moment of acquisition, the effects of losses and recovery of assets, and depreciation and amortization) and the added valued received from third parties (equity gains or losses in subsidiaries, financial revenues and other revenues).  The second part of the Added Value Statement presents the distribution of the wealth between staff, taxes of all types, remuneration of third party capital and remuneration of own capital.

 

s)               New pronouncements not yet adopted

 

The Company has not adopted the new and revised IFRS below, which had been issued and not yet adopted.  It will present those that it believes to be applicable to its operations in more detail:

 

·                   IFRS 9 — Financial Instruments (4):

·                   IFRS 10 — Consolidated Financial Statements (2)

·                   IFRS 11 — Joint Arrangements (2)

·                   IFRS 12 — Disclosure of Interests in Other Entities (2)

·                   IFRS 13 — Fair Value Measurement (2)

·                   Changes to IAS 1: Presentation of items of Other Comprehensive Income (1)

·                   Changes to IFRS 7: Disclosure — Offsetting Financial Assets and Financial Liabilities (2)

·                   Changes to IFRS 9 and IFRS 7: IFRS 9: Mandatory effective date of IFRS 9 and Transition Disclosures (4)

·                   Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12) (2)

·                   IAS 19 (revised in 2011) — Employee Benefits (2)

·                   IAS 27 (revised in 2011) — Consolidated and separate financial statements (2)

·                   IAS 28 (revised in 2011) — Investments in Associates and Joint Ventures (2)

·                  Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) (3)

·                  Changes to Annual Improvements 2009—2011 Cycle

·                  IFRIC 20 — Stripping Costs in the Production Phase of a Surface Mine (2)

 


(Key:)            (1)               In effect for annual periods starting on or after July 1, 2012.

(2)               In effect for annual periods starting on or after January 1, 2013.

 

92



Table of Contents

 

(3)               In effect for annual periods starting on or after January 1, 2014.

(4)               In effect for annual periods starting on or after January 1, 2015.

 

IFRS 9 — Financial Instruments:

 

IFRS 9 — Financial instruments, issued in November 2009 and altered in October 2010, introduces new requirements for the classification, measurement and write-off of financial assets and liabilities.

 

IFRS 9 establishes that all the financial assets recognized that are within the scope of IAS 39 — Financial instruments: Recognition and measurement (equivalent to CPC 38) must be subsequently measured at amortized cost or fair value.

 

The most significant effect of IFRS 9 related to the classification and measurements of financial statements refers to the accounting of the changes in fair value of a financial liability (designated at fair value through profit or loss) attributable to changes in the credit risk of that liability. Specifically, under IFRS 9, in relation to the financial liabilities recognized at fair value through profit or loss, the amount of the change in the fair value of the financial liability attributable to changes in the credit risk of that liability is recognized in “Other comprehensive income”, unless the recognition of the effects of the change in the credit risk of the liability in “Other components of comprehensive income” results in or increases the accounting mismatch in the profit and loss account.  Variations in fair value attributable to the credit risk of a financial liability are not reclassified in the profit and loss account. Previously, under IAS 39 and CPC 38, the total amount of the variation in the fair value of the financial asset recognized at fair value through profit or loss was recognized in the profit and loss account.

 

The Company’s Management expects that the IFRS 9 to be adopted in the financial statements will have a significant effect on the balances reported in relation to its financial assets and liabilities (for example, the financial assets of the concession currently classified as investments available for sale will be measured at fair value at the end of the subsequent reporting periods, and the alterations in fair value will be recognized in profit or loss).  However, it is not possible to supply a reasonable estimate of this effect until a detailed review is carried out.

 

Consolidation, participation agreements, affiliates and related disclosures

 

In May 2011 a package of five standards on consolidation, participation agreements, affiliates and disclosures was issued, including IFRS 10, IFRS 11, IFRS 12, IAS 27 (revised in 2011) and IAS 28 (revised in 2011).

 

93



Table of Contents

 

The main requirements of these five rules are as follows:

 

IFRS 10 replaced parts of IAS 27 — Consolidated and separate financial statements — that deal with consolidated financial statements. SIC—12 Consolidation: Special Purpose Entities — will be withdrawn, when IFRS 10 is applied.  Under IFRS 10, there is only one basis for consolidation, namely, control. Additionally, IFRS 10 will include a new definition of control which contains three elements: (a) power over an investee; (b) exposure, or rights, to variable returns from the holding in the investee; and (c) capacity to use its power over the investee to effect the value of the returns to the investor.  Wide-ranging orientations have been included in IFRS 10 to deal with complex scenarios.

 

IFRS 11 replaces IAS 31 — Interests in joint ventures. IFRS 11 deals with how a participation agreement in which two or more parties have joint control should be classified. SIC-13 — Jointly Controlled Entities — Non-Monetary Contributions by Venturers — will be withdrawn with the application of IFRS 11.  Under IFRS 11, participation agreements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the agreements.  Additionally, under IFRS 11, joint ventures must be accounted by the equity method, while jointly-controlled subsidiaries, under the previous criterion of IAS 31, allowed accounting by the equity method or by the proportional accounting method.

 

IFRS 12 is a disclosure standard applicable to entities that have holdings in subsidiaries, participation agreements, affiliates and/or structured entities that are not consolidated.  In general, the requirements for disclosure under IFRS 12 are more wide-ranging than the present rules.

 

These five rules, together with the respective changes related to the rules for transition, are applicable to annual periods starting on or after January 1, 2013.

 

Management believes that the application of these five rules will cause a significant effect on the amounts reported in the Company’s consolidated financial statements.  All the entities that are jointly-controlled by the Company listed in Explanatory Note 3 (c), are proportionately consolidated in these financial statements, and qualify as joint ventures under the requirements of IFRS 11.  Thus, they will in future be presented by the equity method starting in 2013.

 

The consolidated financial statements under the new criterion, if its adoption had been in the year 2012, would have the following effects: A reduction of total assets and total liabilities in the amount of R$ 7,629,866; a reduction in Operational profit before Financial revenue (expenses) and taxes of R$ 1,212,689; and a reduction in net revenue in the amount of R$ 3,850,380.  The profit for the year, and Stockholders’ equity, would not be affected by

 

94



Table of Contents

 

adoption of the new practices.

 

IFRS 13 - Measurement at fair value

 

IFRS 13 presents a single source of orientation for measurements of fair value and disclosures on measurements of fair value. The rule defines fair value, presents a structure of measurement of fair value and requires disclosures of the measurements of fair value.  The scope of IFRS 13 is wide-ranging, applying to items of financial and non-financial instruments, for which other IFRS call for or allow measurements of fair value and disclosures of measurements of fair value, except in certain cases.  For example, quantitative and qualitative disclosures, based on the three-level hierarchy of fair value currently required for financial instruments only in accordance with IFRS 7 — Financial Instruments — Disclosures, will be complemented by IFRS 13 so as to include all assets and liabilities in their scope.

 

IFRS 13 is applicable for annual periods starting on or after January 1, 2013.

 

Management expects that the adoption of this new rule could affect certain amounts reported in the financial statements and result in more wide-ranging disclosures in its financial statements.

 

Changes to IAS 1

 

The changes to IAS 1 allow presentation of the Profit and loss account and the Statement of comprehensive income in a single statement or in two separate and consecutive statements.  However, the changes to IAS 1 call for additional disclosures in the section of Other comprehensive income, in such a way that the items of Other comprehensive income are grouped in two categories: (a) items which will not be subsequently reclassified in the profit and loss account; and (b) items which will be subsequently reclassified in the profit and loss account in accordance with certain conditions.  The income tax on the items of Other comprehensive income will be allocated in the same way.

 

The changes to IAS 1 are applicable for annual periods starting on or after July 1, 2012.  The presentation of the items of Other comprehensive income will be appropriately modified as and when the changes are adopted in future accounting periods.

 

Changes to IFRS 7 and IAS 32 — Offsetting Financial Assets and Financial Liabilities, and related disclosures

 

The changes to IAS 32 clarify questions of adoption existing in relation to the requirements for offsetting of financial assets and liabilities.  Specifically, these alterations clarify the meaning of “at present has the legal right to offset” and “simultaneous realization and settlement”.

 

95



Table of Contents

 

The alterations to IFRS 7 require that entities disclose the information on the rights of offsetting and related agreements (such as requirements for guarantees) for the financial instruments that are subject to offsetting or similar contracts.

 

The changes to IFRS 7 are applicable for annual periods beginning on or after January 1, 2013 and periods intermediate to these annual periods. The disclosures should be made retroactively for all the periods compared.  However, the changes to IAS 32 are not applicable to annual periods starting before January 1, 2014, with backdated adoption required.

 

Management believes that the adoption of these changes to IAS 32 and IFRS 7 could result in additional disclosures in relation to offsetting of financial assets and liabilities in the future.

 

IAS 19 — Employee benefits

 

The changes to IAS 19 change the accounting of defined-benefit plan and severance benefit.  The most significant change relates to accounting of the changes in the defined-benefit obligations and assets of the plan in the year itself, with the elimination of the “corridor approach” permitted in the previous version of IAS 19 and early recognition of the cost of past services.  The changes require that all actuarial gains and losses be recognized immediately through Other comprehensive income so that the net assets or liabilities of the pension plan are recognized in the consolidated Statement of financial position to reflect the full value of the plan’s deficit or surplus.  Further, the expenses on interest and the expected return on the plan’s assets used in the previous version of IAS 19 had been replaced by a value of “net interest”, calculated on the basis of the discount rate on the assets or liabilities of the net defined benefit.

 

The effect arising from the adoption of the new accounting practices for recording of actuarial obligations with post-employment benefits will represent a reduction in stockholders’ equity on January 1, 2013 in the amount of R$ 496,956 (to R$ 105,637 on January 1, 2013).  The impact on the profit and loss account for 2013 arising from the review of the Pronouncement will represent a reduction of R$ 18,021 in the expense on post-employment benefits in comparison with the expense which would be registered in accordance with the former accounting practice.

 

96



Table of Contents

 

This net effect represents various adjustments, including the effect of income tax: a) full recognition of the actuarial gains through Other comprehensive income and reduction of the net deficit of the pension fund; b) immediate reduction of the cost of past services in the profit and loss account and increase of the net deficit of the pension fund; and c) reversal of the difference between the gain resulting from the expected rate of return on the pension plan’s assets and the discount rate, through Comprehensive income.

 

Annual Improvements 2009—2011 Cycle (May 2012)

 

The annual improvements to the 2009—2011 cycle of IFRS include various alterations to numerous IFRS.  The changes to IFRS are applicable for annual periods starting on or after January 1, 2013, and include:

 

·                                          Changes to IAS 16 — Property, plant and equipment;

 

·                                          Alterations to IAS 32 — Financial instruments: presentation.

 

·                                          Alterations to IAS 16

 

The changes to IAS 16 set out that replacement parts, equipment and service equipment should be classified as property, plant and equipment to the extent that they are in accordance with the definition of PP&E of IAS 16 and, otherwise, as inventories. Management has not determined whether the changes to IAS 16 will have a significant effect on the Company’s accounting statements.

 

Changes to IAS 32

 

The changes to IAS 32 state that the income tax related to distributions to holders of equity instruments and to costs of equity transactions must be accounted in accordance with IAS 12 — Income taxes.  Management believes that the changes to IAS 32 will not have a significant effect on the Company’s accounting statements.

 

Pronouncement not applicable to the Company

 

·                                          IFRIC 20 — Stripping Costs in the Production Phase of a Surface Mine.

 

t)                Adjustment to present value

 

The Company applied adjustment to present value to certain paid concession contracts, and also to the balance of debentures issued by the Company. Discount rates compatible with the cost of funding in transactions with the same tenor were used: we used our estimate, of 12.50%, including forecast inflation.

 

97



Table of Contents

 

3.              CONSOLIDATION PRINCIPLES

 

The financial statements of the subsidiaries and jointly-controlled companies mentioned in Explanatory Note 1 (Consolidated financial statements) have been consolidated.

 

a)                 Subsidiaries and jointly controlled companies

 

The financial statements of subsidiaries and jointly-controlled subsidiaries are included in the consolidated financial statements from the date on which control, or shared control, commences until the date on which the control or shared control ceases. The assets, liabilities and results of the jointly-controlled subsidiaries have been consolidated using proportional consolidation. The accounting policies of the subsidiaries and jointly-controlled subsidiaries are aligned with the policies adopted by the Company.

 

In the individual financial statements of the holding company, the financial information of its subsidiaries and jointly-controlled subsidiaries is recognized by the equity method.

 

Joint control by the Company is established through a stockholders’ agreement, previously signed, by which strategic, financial and operational decisions are taken with unanimous consent between the parties.

 

In some jointly-controlled companies Cemig has more than 50% of the voting power, however, there are stockholders’ agreements that give the minority stockholders material rights that represent sharing of control.

 

b)                                     Consortium

 

A proportion of the assets, liabilities, revenues and expenses of consortium operations equal to that of the participation interest held in the consortium is registered in the subsidiary that owns the corresponding participation interest.

 

c)                                      Transactions eliminated in consolidation

 

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with investee companies recorded by the equity method are eliminated against the investment in proportion to the Company’s holding in the Investee. Unrealized losses are eliminated in the same way as unrealized gains are eliminated, but only up to the point at which there is no evidence of impairment.

 

The references made in this Quarterly Information in relation to the subsidiaries and the jointly-controlled subsidiaries are made in proportion to the Company’s stake.

 

98



Table of Contents

 

The financial statements of Transchile, for consolidation purposes, are converted from US dollars (the functional currency of Transchile) to Reais based on the exchange rate at the reporting date, since Cemig’s functional currency is the Real. Foreign currency differences are recognized in the Accumulated foreign currency translation adjustment in Other comprehensive income and presented in stockholders’ equity. Since January 1, 2009, the date of the application by the Company of Pronouncement CPC 02 — Effects of changes in exchange rate and of the conversion of financial statements, these differences have been recognized in Accumulated conversion adjustments.

 

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

 

In accordance with CVM Instruction 408, the consolidated financial statements include the balances and transactions of the exclusive investment funds, the only unit holders of which are the Company and its subsidiaries, comprising public and private debt securities and debentures of companies with a minimum Brazilian long-term risk rating of A+(bra), ensuring high liquidity of the securities.

 

The exclusive fund, the financial statements of which are regularly reviewed and audited, is subject to obligations restricted to payment for services rendered for administration of the assets, attributed to operation of investments, such as custody fees, audit fees and other expenses. These funds have no significant financial obligations, nor assets of unit holders to guarantee such obligations.

 

The Company uses the full and proportional consolidation criteria in preparing its consolidated financial statements, as shown in the following table. The proportion of holding indicated in the table below represents the percentage of the total capital in the subsidiary or jointly-controlled subsidiary held by Cemig:

 

99



Table of Contents

 

 

 

 

 

2012

 

2011

 

Subsidiaries and jointly-controlled subsidiaries

 

Consolidation

 

Direct stake
(%)

 

Indirect
stake (%)

 

Direct stake
(%)

 

Indirect
stake (%)

 

Subsidiaries and jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

100%

 

100.00

 

 

100.00

 

 

Cemig Baguari Energia

 

100%

 

 

100.00

 

 

100.00

 

Hidrelétrica Cachoeirão

 

Proportional

 

 

49.00

 

 

49.00

 

Guanhães Energia

 

Proportional

 

 

49.00

 

 

49.00

 

Madeira Energia

 

Proportional

 

 

10.00

 

 

10.00

 

Hidrelétrica Pipoca

 

Proportional

 

 

49.00

 

 

49.00

 

Baguari Energia

 

Proportional

 

 

69.39

 

 

69.39

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

49.00

 

 

49.00

 

Central Eólica Praias de Parajuru

 

Proportional

 

 

 

49.00

 

 

 

49.00

 

Central Eólica Volta do Rio

 

Proportional

 

 

49.00

 

 

49.00

 

Central Eólica Praias de Morgado

 

Proportional

 

 

49.00

 

 

49.00

 

Taesa

 

Proportional

 

 

43.36

 

 

56.69

 

Light Ger

 

Proportional

 

 

49.00

 

 

49.00

 

Amazônia Energia Participações

 

Proportional

 

 

74.50

 

 

74.50

 

Cemig Distribuição

 

100%

 

100.00

 

 

100.00

 

 

Cemig Telecom

 

100%

 

100.00

 

 

100.00

 

 

Ativas Data Center

 

Proportional

 

 

49.00

 

 

49.00

 

Rosal Energia

 

100%

 

100.00

 

 

100.00

 

 

Sá Carvalho

 

100%

 

100.00

 

 

100.00

 

 

Horizontes Energia

 

100%

 

100.00

 

 

100.00

 

 

Usina Térmica Ipatinga

 

100%

 

100.00

 

 

100.00

 

 

Cemig PCH

 

100%

 

100.00

 

 

100.00

 

 

Cemig Capim Branco Energia

 

100%

 

100.00

 

 

100.00

 

 

Cemig Trading

 

100%

 

100.00

 

 

100.00

 

 

Efficientia

 

100%

 

100.00

 

 

100.00

 

 

Central Termelétrica de Cogeração

 

100%

 

100.00

 

 

100.00

 

 

UTE Barreiro

 

100%

 

100.00

 

 

100.00

 

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

100%

 

100.00

 

 

100.00

 

 

Cemig Serviços

 

100%

 

100.00

 

 

100.00

 

 

Gasmig

 

Proportional

 

59.57

 

 

55.19

 

 

Companhia Transleste de Transmissão

 

Proportional

 

25.00

 

 

25.00

 

 

Companhia Transudeste de Transmissão

 

Proportional

 

24.00

 

 

24.00

 

 

Companhia Transirapé de Transmissão

 

Proportional

 

24.50

 

 

24.50

 

 

Light

 

Proportional

 

26.06

 

 

26.06

 

 

Light SESA

 

100%

 

 

26.06

 

 

26.06

 

Light Energia

 

100%

 

 

26.06

 

 

26.06

 

Light Esco

 

100%

 

 

26.06

 

 

26.06

 

Light Ger

 

100%

 

 

13.29

 

 

13.29

 

Light Soluções em Eletricidade

 

100%

 

 

26.06

 

 

26.06

 

Instituto Light

 

100%

 

 

26.06

 

 

26.06

 

Itaocara Energia

 

100%

 

 

26.06

 

 

26.06

 

Lightcom

 

100%

 

 

26.06

 

 

26.06

 

Amazônia Energia Participações

 

Proportional

 

 

6.65

 

 

6.65

 

CR Zongshen E-Power Fabricadora de Veículos

 

Proportional

 

 

5.21

 

 

5.21

 

Axxiom

 

Proportional

 

 

13.29

 

 

13.29

 

Transchile

 

Proportional

 

49.00

 

 

49.00

 

 

Companhia de Transmissão Centroeste de Minas

 

Proportional

 

51.00

 

 

51.00

 

 

Empresa Amazonense de Transmissão de Energia — EATE

 

Proportional

 

49.98

 

 

49.98

 

 

Sistema de Transmissão Catarinense — STC

 

100%

 

 

39.99

 

 

39.99

 

Lumitrans Cia. Transmissora de Energia Elétrica

 

100%

 

 

39.99

 

 

39.99

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

25.49

 

 

25.49

 

Empresa Paraense de Transmissão de Energia — ETEP

 

Proportional

 

49.98

 

 

49.98

 

 

Empresa Santos Dumont Energia — ESDE

 

100%

 

 

49.98

 

 

49.98

 

Empresa Norte de Transmissão de Energia — ENTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Regional de Transmissão de Energia — ERTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

Proportional

 

19.09

 

 

19.09

 

 

Empresa de Transmissão Serrana - ETSE

 

100%

 

 

19.09

 

 

19.09

 

Axxiom

 

Proportional

 

49.00

 

 

49.00

 

 

Parati

 

Proportional

 

25.00

 

 

25.00

 

 

Light

 

Proportional

 

 

6.43

 

 

6.43

 

 

100



Table of Contents

 

 

 

 

 

Jan. 1, 2011

 

Subsidiaries and jointly-controlled subsidiaries

 

Consolidation

 

Direct stake
(%)

 

Indirect stake
(%)

 

Subsidiaries and jointly-controlled subsidiaries

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

100%

 

100.00

 

 

Cemig Baguari Energia

 

100%

 

 

100.00

 

Hidrelétrica Cachoeirão

 

Proportional

 

 

49.00

 

Guanhães Energia

 

Proportional

 

 

49.00

 

Madeira Energia

 

Proportional

 

 

10.00

 

Hidrelétrica Pipoca

 

Proportional

 

 

49.00

 

Baguari Energia

 

Proportional

 

 

69.39

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

49.00

 

Central Eólica Praias de Parajuru

 

Proportional

 

 

 

49.00

 

Central Eólica Volta do Rio

 

Proportional

 

 

49.00

 

Central Eólica Praias de Morgado

 

Proportional

 

 

49.00

 

Taesa

 

Proportional

 

 

56.69

 

Light Ger

 

Proportional

 

 

49.00

 

Amazônia Energia Participações

 

Proportional

 

 

 

Cemig Distribuição

 

100%

 

100.00

 

 

Cemig Telecom

 

100%

 

100.00

 

 

Ativas Data Center

 

Proportional

 

 

49.00

 

Rosal Energia

 

100%

 

100.00

 

 

Sá Carvalho

 

100%

 

100.00

 

 

Horizontes Energia

 

100%

 

100.00

 

 

Usina Térmica Ipatinga

 

100%

 

100.00

 

 

Cemig PCH

 

100%

 

100.00

 

 

Cemig Capim Branco Energia

 

100%

 

100.00

 

 

Cemig Trading

 

100%

 

100.00

 

 

Efficientia

 

100%

 

100.00

 

 

Central Termelétrica de Cogeração

 

100%

 

100.00

 

 

UTE Barreiro

 

100%

 

100.00

 

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

100%

 

100.00

 

 

Cemig Serviços

 

100%

 

100.00

 

 

Gasmig

 

Proportional

 

55.19

 

 

Companhia Transleste de Transmissão

 

Proportional

 

25.00

 

 

Companhia Transudeste de Transmissão

 

Proportional

 

24.00

 

 

Companhia Transirapé de Transmissão

 

Proportional

 

24.50

 

 

Light

 

Proportional

 

26.06

 

 

Light SESA

 

100%

 

 

26.06

 

Light Energia

 

100%

 

 

26.06

 

Light Esco

 

100%

 

 

26.06

 

Light Ger

 

100%

 

 

13.29

 

Light Soluções em Eletricidade

 

100%

 

 

26.06

 

Instituto Light

 

100%

 

 

26.06

 

Itaocara Energia

 

100%

 

 

26.06

 

Lightcom

 

100%

 

 

26.06

 

Axxiom

 

Proportional

 

 

13.29

 

Transchile

 

Proportional

 

49.00

 

 

Companhia de Transmissão Centroeste de Minas

 

Proportional

 

51.00

 

 

Empresa Amazonense de Transmissão de Energia — EATE

 

Proportional

 

49.98

 

 

Sistema de Transmissão Catarinense — STC

 

100%

 

 

30.82

 

Lumitrans Cia. Transmissora de Energia Elétrica

 

100%

 

 

30.82

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

19.65

 

Empresa Paraense de Transmissão de Energia — ETEP

 

Proportional

 

49.98

 

 

Empresa Santos Dumont Energia — ESDE

 

100%

 

 

49.98

 

Empresa Norte de Transmissão de Energia — ENTE

 

Proportional

 

49.99

 

 

Empresa Regional de Transmissão de Energia — ERTE

 

Proportional

 

49.99

 

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

Proportional

 

19.09

 

 

Axxiom

 

Proportional

 

49.00

 

 

 

101



Table of Contents

 

4.                  CONCESSIONS HELD BY THE CEMIG GROUP; AND THE EFFECTS OF PROVISIONAL MEASURE 579 OF SEPTEMBER 11, 2012 (CONVERTED TO LAW 12783 OF JANUARY 11, 2013)

 

Cemig and its subsidiaries and jointly-controlled subsidiaries have the following concessions from Aneel:

 

 

 

Location

 

Date of concession or
authorization

 

Expiry date

 

GENERATION

 

 

 

 

 

 

 

Hydroelectric Power Plants

 

 

 

 

 

 

 

Santo Antônio complex

 

Rio Madeira

 

06/2008

 

06/2043

 

São Simão

 

Rio Paranaíba

 

01/1965

 

01/2015

 

Emborcação

 

Rio Paranaíba

 

07/1975

 

07/2025

 

Nova Ponte

 

Rio Araguari

 

07/1975

 

07/2025

 

Jaguara

 

Rio Grande

 

08/1963

 

08/2013

 

Miranda

 

Rio Araguari

 

12/1986

 

12/2016

 

Três Marias

 

Rio São Francisco

 

04/1958

 

07/2015

 

Volta Grande

 

Rio Grande

 

02/1967

 

02/2017

 

Irapé

 

Rio Jequitinhonha

 

01/1999

 

02/2035

 

Aimorés

 

Rio Doce

 

07/2000

 

12/2035

 

Salto Grande

 

Rio Santo Antônio

 

10/1963

 

07/2015

 

Funil

 

Rio Grande

 

10/1964

 

12/2035

 

Queimado

 

Rio Preto

 

11/1997

 

01/2033

 

Itutinga

 

Rio Grande

 

01/1953

 

07/2015

 

Capim Branco I

 

Rio Araguari

 

08/2001

 

08/2036

 

Capim Branco II

 

Rio Araguari

 

08/2001

 

08/2036

 

Camargos

 

Rio Grande

 

08/1958

 

07/2015

 

Porto Estrela

 

Rio Santo Antônio

 

05/1997

 

07/2032

 

Igarapava

 

Rio Grande

 

05/1995

 

12/2028

 

Piau

 

Rio Piau / Pinho

 

10/1964

 

07/2015

 

Gafanhoto

 

Rio Pará

 

09/1953

 

07/2015

 

Sá Carvalho

 

Rio Piracicaba

 

12/1994

 

12/2024

 

Rosal

 

Itabapoana — RJ

 

05/1997

 

05/2032

 

Pai Joaquim

 

Rio Araguari

 

04/2002

 

04/2032

 

Salto Paraopeba

 

Rio Paraopeba

 

10/2000

 

10/2030

 

Machado Mineiro

 

Rio Pardo

 

07/1995

 

07/2025

 

Salto do Passo Velho

 

Rio Capecozinho

 

10/2000

 

10/2030

 

Salto do Voltão

 

Rio Capecozinho

 

10/2000

 

10/2030

 

Cachoeirão Small Hydro Plant

 

Rio Manhuaçu

 

07/2000

 

07/2030

 

Baguari complex

 

Rio Doce

 

08/2006

 

08/2041

 

Pipoca Small Hydro Plant

 

Rio Manhuaçu

 

09/2001

 

09/2031

 

Others

 

Various

 

Various

 

Various

 

Light — Fontes Nova complex

 

Ribeirão dos Lajes

 

07/1996

 

06/2026

 

Light — Nilo Peçanha complex

 

Ribeirão dos Lajes

 

07/1996

 

06/2026

 

Light — Pereira Passos complex

 

Ribeirão dos Lajes

 

07/1996

 

06/2026

 

Light — Ilha dos Pombos complex

 

Rio Paraíba do Sul

 

07/1996

 

06/2026

 

Light — Santa Branca complex

 

Rio Paraíba do Sul

 

07/1996

 

06/2026

 

 

 

 

 

 

 

 

 

Wind Power Plants

 

 

 

 

 

 

 

Morro do Camelinho

 

Gouveia — MG

 

03/2000

 

01/2017

 

Praias do Parajuru

 

Beberibe — CE

 

09/2002

 

08/2029

 

Volta do Rio

 

Acaraú — CE

 

12/2001

 

08/2034

 

Praia de Morgado

 

Acaraú — CE

 

12/2001

 

08/2034

 

Renova Group of Wind Farms (14)

 

Southwest of Bahia

 

08/2011

 

08/2045

 

 

 

 

 

 

 

 

 

Thermal Power Plants

 

 

 

 

 

 

 

Igarapé

 

Juatuba — MG

 

01/2005

 

08/2024

 

Ipatinga

 

Ipatinga — MG

 

11/2000

 

12/2014

 

Barreiro

 

Belo Horizonte — MG

 

02/2002

 

04/2023

 

 

 

 

 

 

 

 

 

Projects under construction — Hydroelectric

 

 

 

 

 

 

 

Dores dos Guanhães (Small Hydro Plant)

 

Rio Guanhães

 

11/2002

 

11/2032

 

Fortuna II (Small Hydro Plant)

 

Rio Guanhães

 

12/2001

 

12/2031

 

Senhora do Porto (Small Hydro Plant)

 

Rio Guanhães

 

10/2002

 

10/2032

 

Jacaré (Small Hydro Plant)

 

Rio Guanhães

 

10/2002

 

10/2032

 

 

102



Table of Contents

 

TRANSMISSION

 

Location

 

Date of concession
or authorization

 

Expiry date

 

National grid

 

Minas Gerais

 

07/1997

 

07/2015

 

Substation —Itajubá 3

 

Minas Gerais

 

10/2000

 

10/2030

 

Transmission lines

 

 

 

 

 

 

 

Transleste: Irapé — Montes Claros

 

Minas Gerais

 

02/2004

 

02/2034

 

Transudeste: Itutinga — Juiz de Fora

 

Minas Gerais

 

03/2005

 

03/2035

 

Transirapé: Irapé — Araçuaí

 

Minas Gerais

 

03/2005

 

03/2035

 

EBTE: Juína-Brasnorte

 

Mato Grosso

 

10/2008

 

10/2038

 

ETEP: Tucuruí — Vila do Conde

 

Pará

 

06/2001

 

06/2031

 

ENTE: Tucuruí — Marabá — Açailândia

 

Pará/Maranhão

 

12/2002

 

12/2032

 

ERTE: Vila do Conde — Santa Maria

 

Pará

 

12/2002

 

12/2032

 

EATE: Tucuruí — Presidente Dutra

 

Pará

 

06/2001

 

06/2031

 

ECTE: Campos Novos — Blumenau

 

Santa Catarina

 

11/2000

 

11/2030

 

STC: Barra Grande

 

Santa Catarina

 

06/2006

 

06/2036

 

Lumitrans — Machadinho

 

Santa Catarina

 

07/2004

 

07/2034

 

Taesa: TSN (1)

 

Goiás/ Bahia

 

12/2000

 

12/2030

 

Taesa: Munirah (2)

 

Bahia

 

02/2004

 

02/2034

 

Taesa: Gtesa (3)

 

Pernambuco/ Paraíba

 

01/2002

 

01/2032

 

Taesa: Patesa (4)

 

Rio Grande do Norte

 

12/2002

 

12/2032

 

Taesa: NVT (5)

 

Maranhão/Federal District

 

12/2000

 

12/2030

 

Taesa: ETAU (6)

 

Santa Catarina/Rio G. do Sul

 

12/2002

 

12/2032

 

Taesa: ETEO (7)

 

São Paulo

 

05/2000

 

05/2030

 

Taesa: Brasnorte (8)

 

Mato Grosso

 

03/2008

 

03/2038

 

Taesa: STE (9)

 

Rio Grande do Sul

 

12/2002

 

12/2032

 

Taesa: ATE (10)

 

Paraná/São Paulo

 

02/2004

 

02/2034

 

Taesa: ATE II (11)

 

Tocantins/Piauí/Bahia

 

03/2005

 

03/2035

 

Taesa: ATE III (12)

 

Tocantins/Pará

 

03/2006

 

03/2036

 

Transchile: Charrúa — Nueva Temuco

 

Chile

 

05/2005

 

05/2028

 

Centroeste de Minas: Furnas — Pimenta

 

Minas Gerais

 

03/2005

 

03/2035

 

 

 

 

 

 

 

 

 

Projects in progress — Transmission

 

 

 

 

 

 

 

ESDE — Barbacena2-Juiz de Fora 1

 

Minas Gerais

 

11/2009

 

11/2039

 

Taesa — São Gotardo (13)

 

Minas Gerais

 

08/2012

 

08/2042

 

 

 

 

 

 

 

 

 

DISTRIBUIÇÃO

 

 

 

 

 

 

 

Cemig Distribuição

 

 

 

 

 

 

 

North

 

Minas Gerais

 

04/1997

 

02/2016

 

South

 

Minas Gerais

 

04/1997

 

02/2016

 

East

 

Minas Gerais

 

04/1997

 

02/2016

 

West

 

Minas Gerais

 

04/1997

 

02/2016

 

Light SESA and Light Energia

 

 

 

 

 

 

 

Metropolitan Region of Rio

 

Rio de Janeiro

 

07/1996

 

06/2026

 

Greater Rio

 

Rio de Janeiro

 

07/1996

 

06/2026

 

Paraíba Valley

 

Rio de Janeiro

 

07/1996

 

06/2026

 


(1)              TSN — Transmissora Sudeste Nordeste S.A.

(2)              Munirah Transmissora de Energia S.A.

(3)              Gtesa - Goiânia Transmissora de Energia S.A.

(4)              Paraíso Açu Transmissora de Energia S.A.

(5)              NVT - Novatrans Energia S.A.

(6)              ETAU - Empresa de Transmissão Alto Uruguai S.A.

(7)              ETEO - Empresa de Transmissão de Energia do Oeste S.A.

(8)              Brasnorte Transmissora de Energia S.A.

(9)              STE — Sul Transmissora de Energia S.A.

(10)       ATE — Transmissora de Energia S.A.

(11)       ATE II — Transmissora de Energia S.A.

(12)       ATE III — Transmissora de Energia S.A.

(13)       São Gotardo Transmissora de Energia S.A.

(14)       Renova Energia S.A.

 

103



Table of Contents

 

The following tables list the authorizations held by Renova Energia S.A:

 

Small Hydro Plants (PCHs)

 

Contract

 

Aneel
Resolution

 

Date of
Resolution

 

Installed
production
capacity

 

Cachoeira da Lixa

 

Proinfa

 

697

 

24/12/2003

 

14.8 MW

 

Colino 2

 

Proinfa

 

695

 

25/12/2003

 

16.0 MW

 

Colino 1

 

Proinfa

 

703

 

26/12/2003

 

11.0 MW

 

 

Wind power

 

Contract

 

Mining and
Energy Ministry
Order

 

Date of Order

 

Installed
production
capacity

 

Centrais Eólicas Alvorada S.A.

 

LER 03/2009

 

695

 

05/08/2010

 

8.0 MW

 

Centrais Eólicas Candiba S.A.

 

LER 03/2009

 

691

 

05/08/2010

 

9.6 MW

 

Centrais Eólicas Guanambi S.A.

 

LER 03/2009

 

700

 

06/08/2010

 

20.8 MW

 

Centrais Eólicas Guirapá S.A.

 

LER 03/2009

 

743

 

19/08/2010

 

28.8 MW

 

Centrais Eólicas Igaporã S.A.

 

LER 03/2009

 

696

 

05/08/2010

 

30.4 MW

 

Centrais Eólicas Ilhéus S.A.

 

LER 03/2009

 

690

 

05/08/2010

 

11.2 MW

 

Centrais Eólicas Lucílio de Almeida S.A.

 

LER 03/2009

 

692

 

05/08/2010

 

24.0 MW

 

Centrais Eólicas Nossa Senhora Conceição S.A.

 

LER 03/2009

 

693

 

05/08/2010

 

28.8 MW

 

Centrais Eólicas Pajeú do Vento S.A.

 

LER 03/2009

 

694

 

05/08/2010

 

25.6 MW

 

Centrais Eólicas Pindaí S.A.

 

LER 03/2009

 

699

 

05/08/2010

 

24.0 MW

 

Centrais Eólicas Planaltina S.A.

 

LER 03/2009

 

697

 

05/08/2010

 

27.2 MW

 

Centrais Eólicas Porto Seguro S.A.

 

LER 03/2009

 

698

 

05/08/2010

 

6.4 MW

 

Centrais Eólicas Rio Verde S.A.

 

LER 03/2009

 

742

 

19/08/2010

 

30.4 MW

 

Centrais Eólicas Serra do Salto S.A

 

LER 03/2009

 

689

 

05/08/2010

 

19.2 MW

 

Centrais Eólicas Morrão S.A

 

LER 05/2010

 

268

 

20/04/2011

 

28.8 MW

 

Centrais Eólicas Seraíma S.A

 

LER 05/2010

 

332

 

27/05/2011

 

28.8 MW

 

Centrais Eólicas Tanque S.A

 

LER 05/2010

 

330

 

26/05/2011

 

28.8 MW

 

Centrais Eólicas da Prata S.A

 

LER 05/2010

 

117

 

25/03/2011

 

20.8 MW

 

Centrais Eólicas dos Araças S.A

 

LER 05/2010

 

241

 

07/04/2011

 

30.4 MW

 

Centrais Eólicas Ventos dos Nordeste S.A

 

LER 05/2010

 

161

 

18/03/2011

 

22.4 MW

 

Centrais Eólicas Borgo S.A

 

LEN 02/2011

 

222

 

13/04/2012

 

19.2 MW

 

Centrais Eólicas Dourados S.A

 

LEN 02/2011

 

130

 

13/03/2012

 

28.8 MW

 

Centrais Eólicas Maron S.A

 

LEN 02/2011

 

107

 

08/03/2012

 

28.8 MW

 

Centrais Eólicas Serra do Espinhaço S.A

 

LEN 02/2011

 

171

 

22/03/2012

 

17.6 MW

 

Centrais Eólicas Ametista S.A

 

LEN 02/2011

 

135

 

14/03/2012

 

28.8 MW

 

Centrais Eólicas Caetité S.A

 

LEN 02/2011

 

167

 

21/03/2012

 

28.8 MW

 

Centrais Eólicas Espigão S.A

 

LEN 02/2011

 

172

 

22/03/2012

 

9.6 MW

 

Centrais Eólicas Pelourinho S.A

 

LEN 02/2011

 

168

 

21/03/2012

 

22.4 MW

 

Centrais Eólicas Pilões S.A

 

LEN 02/2011

 

128

 

13/03/2012

 

28.8 MW

 

Renova Energia S.A. (São Salvador) *

 

LEN 06/2012

 

 

 

 

 


* Awaiting publication of Ministerial Order.

 

Distribution concessions

 

The concession contracts and the Brazilian legislation establish a mechanism of maximum prices that allows for 3 types of adjustment of tariffs charged: (1) the annual Adjustment; (2) the period Review; and (3) Extraordinary Review.

 

The company has the right, each year, to receive an annual tariff Adjustment, the purpose of which is to compensate the effects of inflation on tariffs, and make it possible to pass through to consumers certain changes in costs that are outside the Company’s control, such as the cost of electricity, electricity bought for resale, and the sector charges, including charges resulting from the use of the transmission and distribution facilities.

 

104



Table of Contents

 

Further to this, Aneel carries out a periodic Review of tariff levels — every five years for Cemig D, and every four years for Light — which aims to identify changes in the Company’s costs, and to establish a factor based on scale gains, which will be applied in the annual tariff adjustment, to share such gains with the Company’s consumers.

 

The company also has the right to request an Extraordinary Review of tariffs, if unpredictable events significantly change the economic/financial equilibrium of the concession. The Periodic Review and the Extraordinary Review are subject, to a certain extent, to the discretion of Aneel, although there are specific rules are pre-established for each review cycle. Although it is laid down in the concession contracts that the Company must continue to have economic/financial equilibrium, it cannot be guaranteed that Aneel will set tariffs that will adequately compensate the Company and that revenues and operational profits will not be adversely affected by such tariffs. When the Company requests a tariff adjustment it is necessary to prove the financial impact resulting from these events on its operations.

 

Under these contracts the Company is authorized to charge its consumers a rate for retail supply of energy that consists of two components:

 

(1)                    a portion relating to the costs of generation, transmission and distribution that are non-controllable (“Portion A Costs”); and

(2)                    a portion of operational costs (“Portion B Costs”).

 

Both portions are set as part of the original concession for given initial periods.  Subsequently to the initial periods, and at regular intervals, Aneel has the authority to review the Company’s costs, to determine inflation adjustments (or other similar adjustment factors), if any, applicable to the Portion B Costs (the “Scalar Adjustment”) for the subsequent period. This review may result in a positive, null or negative scalar adjustment.

 

Generation concessions

 

In Generation, the company, as well as selling electricity through auctions to the distributors in the captive market, also sells electricity to Free Consumers in the Free Market (Ambiente de Contratação Livre, or ACL).  In the Free Market, electricity is traded by generation concession holders, Small Hydro Plants (PCHs), self-generators, traders, and importers of electricity.

 

Free consumers are those that have demand exceeding 3 MW at a voltage of 69kV or higher, or at any voltage if their supply began after July 1995.

 

105



Table of Contents

 

A consumer that has opted for the Free Market may return to the regulated system only if it gives its distributor five years’ prior notice. The purpose of this period of notice is to ensure that if necessary the distributor will be able to buy additional electricity to supply the re-entry of Free Consumers into the regulated market. The state-controlled generators can sell electricity to Free Consumers, but unlike the private generators they are obliged to do so through an auction process.

 

Transmission concessions

 

Under its transmission concession contracts, Cemig is authorized to charge the Tariff for Use of the Transmission System (Tarifa de Uso do Sistema de Transmissão, or TUST). These tariffs are adjusted annually on the same date as the adjustments of the Permitted Annual Revenue (Receitas Anuais Permitidas, or RAP) of the transmission concession holders. This tariff period starts on July 1 of the year of publication of the tariffs and runs until June 30 of the subsequent year.

 

The service of transport of large quantities of electricity for long distances, in Brazil, is provided by a network of transmission lines and substations operating at a voltage of 230 kV or higher, referred to technically as the Basic Grid (Rede Básica), or National Grid.

 

Any agent of the electricity sector that produces or consumes electricity has the right to use the Basic Grid, as does the consumer, provided certain technical and legal requirements are met. This is referred to as Open Access, and in Brazil is guaranteed by law and by the regulator, Aneel.

 

The payment for use of transmission service also applies to generation provided by Itaipu Binacional, the company operating the Itaipu plant on the borders of Brazil and Paraguay. However, due to the legal characteristics of that plant, the corresponding charges are assumed by the distribution concessions that hold the respective quotas of its output.

 

For the newer transmission concessions — granted after the year 2000, the portion of the assets that will not be used during the concession is recorded as a financial asset, because there is an unconditional right to receive cash or other financial assets directly from the grantor at the end of the concession agreement period.

 

Starting from 2013, for the Company’s older transmission concessions, granted before the year 2000, remuneration will be according to the terms of Provisional Measure 579 (converted into Law 12783), under which the assets are the property of the Grantor Power, and the Company is remunerated for the operation and maintenance of these assets.

 

106



Table of Contents

 

Gas concessions

 

The concessions for natural gas distribution are given at the State level, and in the state of Minas Gerais the tariffs for natural gas are fixed by the regulatory body — the Minas Gerais State Economic Development Department, in accordance with the market segment. The tariffs comprise a portion for the cost of gas and a portion relative to the operation of the concession. The tariffs are adjusted each quarter to pass through the cost of gas, and once a year, to update the portion that aims to cover the costs relating to the provision of distribution service — remuneration on capital invested — and to cover all the operational, commercial and administrative expenses incurred by the Concession holder.

 

As well as these adjustments, a Tariff Review is scheduled for July 2015. These reviews should occur each five years, to evaluate variations in the company’s costs and to adapt the tariffs. In the concession contract there is also a possibility of an Extraordinary Review if events take place that put the economic / financial equilibrium of the concession at risk.

 

PROVISIONAL MEASURE 579 (FEDERAL LAW 12783)

 

On September 11, 2012 the Brazilian federal government issued Provisional Measure 579 (“PM 579”), subsequently approved by Congress and sanctioned on January 11, 2013, which makes provisions governing: electricity generation, transmission and distribution concessions; reduction of the sector charges and moderation of tariffs.

 

With PM 579, the government aimed to close the debate on whether those electricity concessions that are referred to by Articles 17, §5º, 19 and 22 of Law 9074 (of July 7, 1995) and have expiry dates as from 2015, will be renewed, under the terms set out in that Law and in the respective Concession Contracts; or whether they would be put out to tender.

 

PM 579, when dealing with the extensions of concessions for electricity distribution, transmission and generation covered by the articles listed above, imposed new conditions on the concession holders for extension, allowing extension for a period of 30 years, provided that (i) the expiry dates of those concessions were brought forward, and (ii) concession holders would sign Amendments to their Concession Contracts with the Concession-granting Power, establishing the new conditions.

 

The extension referred to also depends on express acceptance by the concession holder of the criteria for remuneration, allocation of energy, and quality standards contained in PM 579; and PM 579 also specifies that indemillionity for assets not yet amortized or depreciated will be based on the New Replacement Value (Valor Novo de Reposição, or VNR).

 

Also, concessions not extended under MP 579 will remain with their present holders, and will be tendered (by auction or competition), for 30 years, at the end of each concession contract.

 

107



Table of Contents

 

In keeping with the timetable set by PM 579, Mining and Energy Ministry (MME) Ministerial Orders 578 and 579, of October 31, 2012, set out the initial tariffs for the hydroelectric plants covered by PM 579, and also the initial electricity transmission revenues governed by its Article 6, applying to cases where the extension of the concession is brought forward.

 

On November 1, 2012, Joint Order 580 of the Mining and Energy and Finance Ministries laid down the values of indemillionities to be paid to holders of generation and transmission contracts that opt to accept early extension of their concessions. It needs to be pointed out that the amounts of indemillionity that have been published for transmission are partial, and do not include the assets dating from before June 2000. There are plans for defining the value of the indemillionity for these assets in 2013.

 

In response to the circumstances created by PM 579, the Company’s Board of Directors made the following decisions in relation to renewal of concessions:

 

Electricity distribution

 

Application was made for renewal of the following public electricity distribution service concession contracts:

 

CEMIG North,

 

Nº 002/97;

CEMIG South,

 

Nº 003/97;

CEMIG East,

 

Nº 004/97;   and

CEMIG West,

 

Nº 005/97

 

– all dated July 10, 1997, and given under DNAEE Ministerial Order 130 of April 17, 1997, published in the federal Official Gazette of April 22, 1997, and extended by Ministerial Order 125 of April 17, 1997 issued by the Mining and Energy Ministry, published in the federal Official Gazette on April 22, 1997.

 

The expiry dates of the distribution concessions of Cemig D that will be extended for 30 years are in February 2016.

 

Since the concessions of Light have expiry dates only after 2026, the rules introduced by PM 579 do not affect Light at this moment, and no significant impact to be recognized has been identified.

 

108



Table of Contents

 

Electricity transmission

 

The Company applied for renewal of concession contract 006/97 — Cemig, which governs the transmission facilities under its responsibility classified as being part of the National Grid within the state of Minas Gerais, under Law 9074/95 and the relevant regulations.

 

The book value of the financial assets relating to contract 006/97 is R$ 635,209. The indemillionity specified in Interministerial Order 580 for the Company’s post-June-2000 transmission assets is R$ 285,438.  As mentioned above, no value for indemillionity for the transmission assets prior to June 2000 has yet been disclosed.

 

Since the company, under the criteria specified in PM 579, has the right to indemillionity for the total of its assets that have not yet been depreciated and the actual value of the indemillionity has not yet been disclosed by Aneel, the company has estimated indemillionity values, using as a reference Aneel Technical Note 387/2012, in which studies are presented for definition of the VNR of the transmission facilities, the total indemillionity of Cemig being estimated at R$ 827,519.

 

The difference between the book value and the estimated value of the indemillionity has been posted by the company as a gain in the Profit and loss account for 2012, in the amount of R$ 192,310.

 

The announced indemillionity of R$ 285,438 for the transmission assets subsequent to June 2000 was received in January 2013. It has been specified that the indemillionity for the remaining portion, in the estimated amount of R$ 542,081, will be received over a period of 30 years, in accordance with criteria yet to be decided by the Concession-granting power.

 

MP 579 does not apply to the transmission concessions of Taesa and TBE, so there are no impacts relating to the VNR to be recognized in their financial statements.

 

109



Table of Contents

 

Electricity generation

 

The Company opted not to renew the electricity generation concessions for the plants listed below, which are included in Concession Contract 007/97 — Cemig Geração:

 

Power plant

 

Concession
expiry date

 

Installed
capacity
(MW)

 

Net balance of the assets
based on historic cost,

at December 31, 2012

 

Net balance of the assets
based on deemed cost,

at December 31, 2012

 

Três Marias

 

07/2015

 

396.00

 

53,094

 

429,438

 

Volta Grande

 

02/2017

 

380.00

 

29,753

 

83,011

 

Salto Grande

 

07/2015

 

102.00

 

13,780

 

43,619

 

Itutinga

 

07/2015

 

52.00

 

2,923

 

10,621

 

Camargos

 

07/2015

 

46.00

 

4,857

 

21,662

 

Piau

 

07/2015

 

18.01

 

1,616

 

11,518

 

Gafanhoto

 

07/2015

 

14.00

 

1,987

 

16,122

 

Peti

 

07/2015

 

9.40

 

1,878

 

9,613

 

Tronqueiras

 

07/2015

 

8.50

 

2,082

 

13,980

 

Joasal

 

07/2015

 

8.40

 

1,685

 

10,182

 

Martins

 

07/2015

 

7.70

 

472

 

3,385

 

Cajuru

 

07/2015

 

7.20

 

4,042

 

4960

 

Paciência

 

07/2015

 

4.08

 

1,113

 

5,520

 

Marmelos

 

07/2015

 

4.00

 

959

 

5,953

 

Dona Rita

 

07/2015

 

2.41

 

702

 

3,501

 

Sumidouro

 

07/2015

 

2.12

 

2,177

 

1697

 

Anil

 

07/2015

 

2.08

 

491

 

185

 

Poquim

 

07/2015

 

1.41

 

2,490

 

4,546

 

 

 

 

 

1,065.31

 

126,101

 

679,513

 

 

Note: The amounts for the deemed cost were recorded at the time of adoption of the new accounting rules in accordance with IFRS, on January 1, 2009. The difference between the amount of the deemed cost and the historic cost is posted directly in a specific line of the Company’s stockholders’ equity, without this initial reporting having an effect on the Company’s reported profit.

 

For the concessions for the Jaguara, São Simão and Miranda plants, which have expiry dates in August 2013, January 2015 and December 2016, respectively, the Company believes that it has the right to extend the concessions on the conditions prior to MP 579, under clauses existing in those contracts and under Article 19 of Law 9074/1995.

The historic balances of the assets of these plants on December 31, 2012 totaled R$ 1,031,629; and on the basis of deemed cost, used in the adoption of the new accounting standards, was R$ 1,304,712.The concession contract states that Cemig GT will have the right to indemillionity of the assets that have not been depreciated at the end of the concessions, which in the company’s interpretation will take place after the extension mentioned in the previous paragraph.

 

The other generation concessions of the Cemig group are not governed by PM 579, and thus they produce no impact to be recognized in the financial statements.

 

110



Table of Contents

 

Concessions for payment

 

In obtaining the concessions for construction of certain generation projects, the Company undertook to make payments to Aneel, over the period of validity of the contract, as compensation for commercial operation. The information on the concessions, and the amounts to be paid, are as follows:

 

Enterprise

 

Nominal value in
2012

 

Present value in
2012

 

Amortization period

 

Updating
indexor

 

Porto Estrela (Consortium)

 

390,716

 

138,484

 

Aug. 2001 to Jul. 2032

 

IGP—M

 

Irapé

 

32,603

 

11,547

 

Mar. 2006 to Feb. 2035

 

IGP—M

 

Queimado (Consortium)

 

8,457

 

3,238

 

Jan. 2004 to Dec. 2032

 

IGP—M

 

Baguari (Consortium)

 

5,425

 

2,252

 

Sep. 2009 to Sep. 2042

 

IPCA

 

Itaocara (Consortium)

 

71,481

 

32,635

 

Until Sep. 2036

 

IGP—M

 

 

The concessions that require payment to the Concession-granting Power are paid in monthly payments with different values over the period of time. For the purposes of accounting and recognition of costs, due to the understanding that they represent an intangible asset related to the right of commercial operation, they are recorded as from the date of signature of the contracts at the present value of the payment obligation.

 

The portions paid to the concession-granting power for the Porto Estrela, Irapé, Queimado and Baguari plants in 2012 were respectively: R$ 6,105; R$ 1,360; R$ 389; and R$ 180. There have been no payments of installments to the Grantor in relation to the Itaocara plant.

 

The present values of the portions to be paid in the 12-month period are, respectively: R$ 13,919; R$ 1,370; R$ 395; and R$ 259 (nominal amounts: R$ 14,740; R$ 1,454; R$ 420; and R$ 190).

 

The rate used by Cemig to discount the nominal value of its concession liabilities to present value was 12.50%, which represents the average borrowing rate under normal conditions on the date of transition to IFRS.

 

5.                  OPERATIONAL SEGMENTS

 

The operational segments of Cemig reflect the structure of the regulatory framework for the Brazilian electricity sector, with different legislation for the sectors of generation, transmission and distribution of electricity.

 

The Company also operates in the markets of gas, telecommunications and other businesses, which have a smaller impact on the results of its operations.

 

111



Table of Contents

 

These segments are reflected in the Company’s management, organizational structure, and monitoring of results. Due to the regulatory framework of the Brazilian electricity sector, there is no segmentation by geographical area.

 

The operational costs and expenses for the business years 2012 and 2011 are shown in consolidated form in these tables:

 

112



Table of Contents

 

FINANCIAL STATEMENTS SEPARATED BY ACTIVITY, DECEMBER 31, 2012

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

GAS

 

TELECOMS

 

OTHER

 

ELIMINATIONS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

12,913,433

 

9,928,623

 

14,156,560

 

937,528

 

421,795

 

2,738,600

 

(323,425

)

40,773,114

 

INVESTMENTS

 

804,340

 

(178,574

)

1,445,841

 

155,368

 

32,244

 

892

 

 

2,260,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

4,556,378

 

1,680,311

 

11,721,547

 

625,167

 

136,151

 

294,383

 

(553,562

)

18,460,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(767,371

)

 

(5,274,886

)

 

 

(180,697

)

271,682

 

(5,951,272

)

Charges for the use of the national grid

 

(286,575

)

(229

)

(972,415

)

 

 

 

248,623

 

(1,010,596

)

Gas bought for resale

 

 

 

 

(495,114

)

 

 

 

(495,114

)

Total operational costs, Electricity and Gas

 

(1,053,946

)

(229

)

(6,247,301

)

(495,114

)

 

(180,697

)

520,305

 

(7,456,982

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(193,672

)

(142,710

)

(911,233

)

(21,200

)

(38,885

)

(53,096

)

 

(1,360,796

)

Employees’ and managers’ profit shares

 

(40,281

)

(23,476

)

(164,186

)

 

(1,477

)

(14,235

)

 

(243,655

)

Post-retirement obligations

 

(20,155

)

(9,837

)

(93,888

)

 

 

(10,111

)

 

(133,991

)

Materials

 

(9,910

)

(9,839

)

(57,846

)

(1,002

)

(178

)

(3,760

)

 

(82,535

)

Outsourced services

 

(170,194

)

(96,901

)

(807,304

)

(8,249

)

(22,338

)

(50,777

)

28,285

 

(1,127,478

)

Depreciation and amortization

 

(388,777

)

(4,426

)

(494,243

)

(20,304

)

(36,050

)

(56,756

)

 

(1,000,556

)

Operational provisions

 

1,647

 

3,808

 

(386,168

)

(147

)

(258

)

(400,688

)

 

(781,806

)

Royalties for use of water resources

 

(186,384

)

 

 

 

 

 

 

(186,384

)

Construction costs

 

 

(159,497

)

(1,445,841

)

(24,856

)

 

 

 

(1,630,194

)

Other

 

(114,148

)

(41,327

)

(371,170

)

(3,077

)

(18,967

)

(90,900

)

4,972

 

(634,617

)

Total cost of operation

 

(1,121,874

)

(484,205

)

(4,731,879

)

(78,835

)

(118,153

)

(680,323

)

33,257

 

(7,182,012

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(2,175,820

)

(484,434

)

(10,979,180

)

(573,949

)

(118,153

)

(861,020

)

553,562

 

(14,638,994

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

2,380,558

 

1,195,877

 

742,367

 

51,218

 

17,998

 

(566,637

)

 

3,821,381

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

259,325

 

5,168

 

 

 

 

 

264,493

 

Equity gain (loss) in subsidiaries

 

(3,272

)

 

 

 

 

 

 

(3,272

)

Financial revenue

 

131,046

 

156,232

 

327,482

 

31,476

 

10,767

 

2,553,236

 

 

3,210,239

 

Financial expenses

 

(429,091

)

(564,206

)

(727,146

)

(12,415

)

(13,182

)

(211,875

)

 

(1,957,915

)

PRETAX PROFIT

 

2,079,241

 

1,047,228

 

347,871

 

70,279

 

15,583

 

1,774,724

 

 

5,334,926

 

Income tax and Social Contribution tax

 

(612,031

)

(107,245

)

(428,719

)

(14,370

)

(3,626

)

(338,102

)

 

(1,504,093

)

Deferred income tax and Social Contribution tax

 

55,747

 

(123,425

)

373,850

 

(477

)

(2,080

)

137,237

 

 

440,852

 

NET PROFIT FOR THE YEAR

 

1,522,957

 

816,558

 

293,002

 

55,432

 

9,877

 

1,573,859

 

 

4,271,685

 

 

113



Table of Contents

 

PROFIT AND LOSS ACCOUNTS SEPARATED BY ACTIVITY — AT DECEMBER 31, 2011, RECLASSIFIED

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

GAS

 

TELECOMS

 

OTHER

 

ELIMINATIONS

 

TOTAL

 

ASSETS

 

12,103,518

 

8,711,290

 

13,127,829

 

853,612

 

419,934

 

14,702,378

 

(12,909,678

)

37,008,883

 

INVESTMENTS

 

971,930

 

1,030,220

 

1,857,354

 

83,873

 

35,885

 

332

 

 

3,979,594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

3,782,538

 

1,290,026

 

10,548,216

 

457,678

 

125,780

 

49,678

 

(505,200

)

15,748,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(586,767

)

 

(3,920,780

)

 

 

(48

)

229,615

 

(4,277,980

)

Charges for the use of the national grid

 

(268,478

)

(186

)

(811,510

)

 

 

(1

)

250,151

 

(830,024

)

Gas bought for resale

 

 

 

 

(329,105

)

 

 

 

(329,105

)

Total operational costs, Electricity and Gas

 

(855,245

)

(186

)

(4,732,290

)

(329,105

)

 

(49

)

479,766

 

(5,437,109

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(176,019

)

(136,987

)

(838,793

)

(18,996

)

(28,206

)

(49,650

)

 

(1,248,651

)

Employees’ and managers’ profit shares

 

(35,327

)

(20,041

)

(148,298

)

 

(2,005

)

(15,390

)

 

(221,061

)

Post-retirement obligations

 

(18,671

)

(9,113

)

(87,481

)

 

 

(8,435

)

 

(123,700

)

Materials

 

(11,290

)

(12,324

)

(72,001

)

(1,250

)

(385

)

(502

)

 

(97,752

)

Outsourced services

 

(131,227

)

(71,800

)

(801,536

)

(6,289

)

(21,226

)

(18,361

)

19,612

 

(1,030,827

)

Depreciation and amortization

 

(408,998

)

(5,825

)

(504,459

)

(22,129

)

(35,175

)

(6,083

)

 

(982,669

)

Operational provisions

 

(5,961

)

(2,892

)

(249,358

)

 

(1,040

)

1,640

 

 

(257,611

)

Royalties for use of water resources

 

(153,979

)

 

 

 

 

 

 

(153,979

)

Construction costs

 

(10

)

(116,862

)

(1,412,396

)

 

 

(1

)

 

(1,529,269

)

Other

 

(60,339

)

(35,547

)

(235,789

)

(5,375

)

(16,282

)

(14,522

)

5,822

 

(362,032

)

Total cost of operation

 

(1,001,821

)

(411,391

)

(4,350,111

)

(54,039

)

(104,319

)

(111,304

)

25,434

 

(6,007,551

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1,857,066

)

(411,577

)

(9,082,401

)

(383,144

)

(104,319

)

(111,353

)

505,200

 

(11,444,660

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

1,925,472

 

878,449

 

1,465,815

 

74,534

 

21,461

 

(61,675

)

 

4,304,056

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

(744

)

 

 

 

 

 

 

(744

)

Financial revenue

 

178,187

 

130,261

 

361,972

 

25,730

 

10,712

 

288,133

 

 

994,995

 

Financial expenses

 

(462,246

)

(500,148

)

(712,424

)

(11,885

)

(13,311

)

(265,252

)

 

(1,965,266

)

PRETAX PROFIT

 

1,640,669

 

508,562

 

1,115,363

 

88,379

 

18,862

 

(38,794

)

 

3,333,041

 

Income tax and Social Contribution tax

 

(460,157

)

(82,749

)

(382,905

)

(20,160

)

(5,566

)

(159,914

)

 

(1,111,451

)

Deferred income tax and Social Contribution tax

 

57,914

 

(61,744

)

68,624

 

 

4,776

 

124,290

 

 

193,860

 

NET PROFIT FOR THE YEAR

 

1,238,426

 

364,069

 

801,082

 

68,219

 

18,072

 

(74,418

)

 

2,415,450

 

 

114



Table of Contents

 

6.                  CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Bank accounts

 

156,900

 

157,890

 

94,605

 

6,065

 

6,664

 

10,164

 

Cash investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

2,249,572

 

2,345,877

 

2,516,342

 

1,046,728

 

191,004

 

289,642

 

National Treasury Notes (NTNs)

 

 

26,413

 

 

 

1,603

 

 

Financial Notes — Banks

 

 

176,510

 

 

 

18,364

 

 

Others

 

79,338

 

155,800

 

368,746

 

4,329

 

9,060

 

2,935

 

 

 

2,328,910

 

2,704,600

 

2,885,088

 

1,051,057

 

220,031

 

292,577

 

 

 

2,485,810

 

2,862,490

 

2,979,693

 

1,057,122

 

226,695

 

302,741

 

 

Cash investments are transactions contracted with Brazilian institutions and international financial institutions with branch offices in Brazil for securities at normal market prices and under normal market conditions. All the transactions are highly liquid; they are promptly convertible into a known amount of cash; they are subject to insignificant risk of change in value; and have no restriction on use. Bank Certificates of Deposit (CBDs), with fixed or floating rates, and Time Deposits with a Special Guarantee (Depósitos a Prazo com Garantia Especial, or DPGEs), receive a return percentage based on the CDI rate (varying from 97% to 105%) published by Cetip (Câmara de Custódia e Liquidação — the Custody and Settlement Chamber).

 

The Company’s exposure to interest rate risk and a sensitivity analysis of financial assets and liabilities are given in Explanatory Note 28 to the consolidated financial statements.

 

7.                  SECURITIES

 

Securities refers to financial investments in transactions contracted with Brazilian financial institutions, and international financial institutions with branch offices in Brazil, for market prices and conditions.

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Cash investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

990,626

 

358,987

 

321,858

 

3,845

 

180,000

 

55

 

Treasury Financial Notes (LFTs)

 

20,722

 

 

 

 

 

 

Financial Notes — Banks

 

360,510

 

 

 

19,276

 

 

 

National Treasury Notes (NTNs)

 

80,267

 

 

 

 

 

 

Debentures

 

67,273

 

 

 

3,979

 

 

 

Others

 

38,406

 

 

 

263

 

 

 

 

 

1,557,804

 

358,987

 

321,858

 

27,363

 

180,000

 

55

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

26,476

 

 

 

4

 

 

 

Financial Notes — Banks

 

78,976

 

 

 

6,017

 

 

 

Debentures

 

1,717

 

 

 

123

 

 

 

 

Others

 

54,581

 

 

 

1,483

 

 

 

 

 

161,750

 

 

 

7,627

 

 

 

 

 

1,719,554

 

358,987

 

321,858

 

34,990

 

180,000

 

55

 

 

These securities are classified in accordance with the accounting rules in Explanatory Note 28.

 

115



Table of Contents

 

8.                  CONSUMERS AND TRADERS

 

Consolidated

 

 

 

Balances
not yet
due

 

Up to 90
days past
due

 

More than
90 days past
due

 

Total

 

Consumer type

 

2012

 

2012

 

2011

 

Jan. 1, 2011

 

Residential

 

615,076

 

247,481

 

282,330

 

1,144,887

 

1,188,883

 

1,022,724

 

Industrial

 

505,814

 

91,991

 

164,108

 

761,913

 

786,556

 

710,708

 

Commercial, services and others

 

373,361

 

69,751

 

191,651

 

634,763

 

563,845

 

465,870

 

Rural

 

71,330

 

23,736

 

29,446

 

124,512

 

114,770

 

101,716

 

Public authorities

 

117,023

 

17,121

 

60,963

 

195,107

 

157,106

 

138,657

 

Public illumination

 

43,621

 

5,320

 

22,111

 

71,052

 

94,092

 

84,638

 

Public service

 

60,022

 

11,916

 

48,078

 

120,016

 

182,812

 

193,987

 

Subtotal — Consumers

 

1,786,247

 

467,316

 

798,687

 

3,052,250

 

3,088,064

 

2,718,300

 

Wholesale supply to other concession holders

 

213,024

 

43,593

 

6,395

 

263,012

 

241,521

 

195,082

 

Spot supply transactions

 

62,354

 

 

7,680

 

70,034

 

 

 

Provision for doubtful receivables

 

 

 

(723,488

)

(723,488

)

(621,269

)

(555,090

)

 

 

2,061,625

 

510,909

 

89,274

 

2,661,808

 

2,708,316

 

2,358,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

2,346,520

 

2,549,546

 

2,262,585

 

Non-current assets

 

 

 

 

 

 

 

315,288

 

158,770

 

95,707

 

 

The breakdown of the provision for doubtful receivables, by consumer category, is as follows:

 

 

 

Consolidated

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Residential

 

252,594

 

316,954

 

248,835

 

Industrial

 

253,736

 

106,255

 

97,875

 

Commercial, services and others

 

158,763

 

152,240

 

116,476

 

Rural

 

16,078

 

16,359

 

17,334

 

Public authorities

 

21,606

 

5,529

 

25,683

 

Public illumination

 

11,261

 

11,808

 

18,512

 

Public service

 

9,450

 

12,124

 

30,375

 

 

 

723,488

 

621,269

 

555,090

 

 

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

 

Changes in the allowance for doubtful receivables in 2012 and 2011 were as follows:

 

 

 

Consolidated

 

Balance on January 1, 2011

 

555,090

 

Constitution of provision

 

163,629

 

Write-offs of accounts receivable

 

(97,450

)

Balance on December 31, 2011

 

621,269

 

Constitution of provision

 

315,201

 

Write-offs of accounts receivable

 

(212,982

)

Balance on December 31, 2012

 

723,488

 

 

The Company’s exposure to credit risk related to accounts receivables from Consumers and Traders is given in Note 28 to the consolidated financial statements.

 

116



Table of Contents

 

9.                  TAXES ON REVENUE, ETC., RECOVERABLE

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

187,179

 

153,306

 

223,395

 

3,429

 

3,843

 

3,843

 

PIS and Pasep taxes

 

17,270

 

32,828

 

26,730

 

 

 

 

Cofins TAX

 

138,659

 

156,852

 

116,723

 

57,282

 

67,342

 

 

Others

 

16,956

 

11,140

 

7,582

 

1,389

 

1,385

 

1,390

 

 

 

360,064

 

354,126

 

374,430

 

62,100

 

72,570

 

5,233

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

275,189

 

243,030

 

84,746

 

4,754

 

4,334

 

426

 

PIS and Pasep taxes

 

29,684

 

14,515

 

55,137

 

 

 

 

Cofins Tax

 

140,354

 

70,404

 

 

3

 

 

 

Others

 

66

 

 

 

 

 

 

 

 

445,293

 

327,949

 

139,883

 

4,757

 

4,334

 

426

 

 

 

805,357

 

682,075

 

514,313

 

66,857

 

76,904

 

5,659

 

 

The credits of Pasep and Cofins taxes recoverable arise from acquisitions of acquisitions of property, plant and equipment, which can be offset in 48 months.

 

The recoverable ICMS tax credits, recorded in non-current assets, arise from acquisitions of property, plant and equipment and can be applied against state taxes payable in 48 months. The transfer to Non-current was made in accordance with management estimates of the amounts which should be realized up to December 2013.

 

The holding company established a credit receivable from the Brazilian Federal Revenue Department (Secretaria da Receita Federal) for restitution of the amounts of the Finsocial tax (Cofins) unduly paid in the period September 1989 to February 1991, as a result of the declaration that there was no legal taxation requirement obliging the Company to increase the rates established by the legislation. The financial updating, in the amount of R$ 67,341, has been recognized in the Profit and loss account for the 2011 business year.

 

10.           INCOME TAX AND SOCIAL CONTRIBUTION TAX

 

a)             Income tax and Social Contribution tax recoverable

 

The balances of income tax and Social Contribution tax refer to tax credits in corporate income tax returns of previous years and to advance payments in 2012, which will be offset against federal taxes payable for the year 2013. These are posted in Taxes and contributions.

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

194,562

 

171,294

 

353,196

 

 

 

 

Social Contribution tax

 

68,830

 

49,466

 

136,617

 

 

 

 

 

 

263,392

 

220,760

 

489,813

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

31,899

 

21,223

 

66,439

 

25,462

 

17,211

 

63,120

 

Social Contribution tax

 

2,449

 

2,382

 

16,999

 

2,449

 

2,337

 

16,997

 

 

 

34,348

 

23,605

 

83,438

 

27,911

 

19,548

 

80,117

 

 

 

297,740

 

244,365

 

573,251

 

27,911

 

19,548

 

80,117

 

 

117



Table of Contents

 

b)             Deferred income tax and Social Contribution tax

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Tax credits

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax loss carryforwards

 

366,182

 

409,121

 

568,722

 

285,629

 

337,861

 

260,966

 

Provisions

 

145,952

 

141,921

 

128,166

 

42,057

 

55,697

 

56,354

 

Post-retirement liabilities

 

390,634

 

369,306

 

349,989

 

21,894

 

19,807

 

18,105

 

Provision for doubtful receivables

 

248,526

 

211,928

 

191,866

 

7,628

 

8,629

 

8,899

 

Goodwill on absorption of subsidiary

 

103,919

 

328,680

 

84,166

 

 

 

 

Taxes payable - suspended liability (1)

 

179,249

 

180,623

 

143,109

 

 

 

 

Paid concessions

 

65,615

 

61,941

 

57,330

 

 

 

 

Regulatory assets not recognized by IFRS

 

230,048

 

 

 

 

 

 

Others

 

50,304

 

145,378

 

119,219

 

2,204

 

2,455

 

1,148

 

Total

 

1,780,429

 

1,848,898

 

1,642,567

 

359,412

 

424,449

 

345,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Funding cost

 

(5,476

)

(4,303

)

(3,257

)

(2,058

)

 

 

Foreign exchange variations

 

(20,485

)

(17,645

)

(17,253

)

 

 

 

Deemed cost

 

(385,024

)

(520,981

)

(565,637

)

 

 

 

Adjustment to present value

 

(84,146

)

(80,741

)

(79,835

)

 

 

 

Adjustments for application of ICPC 01 - Concession contracts

 

(236,427

)

(315,271

)

(178,228

)

 

 

 

Borrowing costs, capitalized

 

(27,261

)

(21,248

)

(5,390

)

 

 

 

Regulatory liabilities not recognized by IFRS

 

 

(82,078

)

(48,594

)

 

 

 

Taxes on income not redeemed - Presumed Profit method

 

(6,638

)

(4,143

)

(3,678

)

 

 

 

Transmission companies: Indemillionity gain

 

(80,844

)

 

 

 

 

 

Goodwill premium

 

(430,204

)

(451,352

)

(500,569

)

 

 

 

Others

 

 

(427

)

(5,528

)

 

 

 

Total

 

(1,276,505

)

(1,498,189

)

(1,407,969

)

(2,058

)

 

 

Total, net

 

503,924

 

350,709

 

234,598

 

357,354

 

424,449

 

345,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

1,451,794

 

1,235,869

 

1,218,126

 

357,354

 

424,449

 

345,472

 

Total liabilities

 

(947,870

)

(885,160

)

(983,528

)

 

 

 

 


(1) Relating to income tax on Pasep and Cofins taxes.

 

At its meeting on March 26, 2013, the Board of Directors approved the technical study prepared by Cemig’s Financial Department on the forecasts for future profitability, which show capacity for realization of the deferred tax asset, as defined in CVM Instruction 371.

 

The temporary differences deductible and the accumulated tax credits do not expire under the tax legislation currently in force. Deferred tax assets were recorded in relation to these items, because it is probable that future taxable profits will be available for the Company to be able to use the benefits of them.

 

In accordance with the individual estimates of Cemig and its subsidiaries and jointly-controlled subsidiaries, future taxable income against which the deferred tax asset existing on December 31, 2012 will be realized is according to the following estimated timeline:

 

118



Table of Contents

 

 

 

Consolidated

 

Holding company

 

2013

 

395,245

 

63,531

 

2014

 

357,480

 

33,082

 

2015

 

184,409

 

36,986

 

2016

 

198,038

 

50,615

 

2017 to 2018

 

276,800

 

91,987

 

2019 to 2020

 

209,966

 

67,341

 

2021 and 2022

 

158,491

 

15,870

 

 

 

1,780,429

 

359,412

 

 

c)              Reconciliation of expenses on income tax and Social Contribution tax

 

This table reconciles the nominal expenses on income tax (25% tax rate) and Social Contribution tax (rate 9%) with the actual expenses incurred as shown in the Profit and loss account:

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

Pretax profit

 

5,334,926

 

3,333,041

 

4,459,039

 

2,434,225

 

Income tax and Social Contribution tax — nominal expense

 

(1,813,875

)

(1,133,234

)

(1,516,073

)

(827,637

)

 

 

 

 

 

 

 

 

 

 

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Subsidiaries: Equity gain (loss) +Interest on Equity received

 

(1,112

)

(253

)

762,118

 

701,157

 

Non-deductible contributions and donations

 

(8,836

)

(8,227

)

(406

)

(1,153

)

Tax incentives

 

33,383

 

28,585

 

983

 

2,330

 

Tax credits not recognized

 

33,859

 

(1,638

)

(89

)

(13

)

Goodwill gain on issuance of shares

 

89,928

 

 

 

 

Amortization of goodwill

 

 

 

(12,177

)

(12,235

)

Adjustment in income tax and Social Contribution tax — prior year

 

11,609

 

(2,769

)

1,095

 

123

 

Recognition of credits on Tax loss carryforwards

 

 

119,850

 

 

119,850

 

Interest on Equity

 

578,000

 

 

578,000

 

 

ICMS/TUSD legal action settlement — Minas Gerais State

 

(2,881

)

 

 

 

Difference between Presumed Profit and Real Profit

 

31,907

 

32,407

 

 

 

Others

 

(15,223

)

47,688

 

(805

)

(1,197

)

Income tax and Social Contribution — effective gain (expense)

 

(1,063,241

)

(917,591

)

(187,354

)

(18,775

)

Effective rate

 

19.93

%

27.53

%

4.20

%

0.77

%

 

 

 

 

 

 

 

 

 

 

Current tax

 

(1,504,093

)

(1,111,451

)

(119,019

)

(143,287

)

Deferred tax

 

440,852

 

193,860

 

(68,335

)

124,512

 

 

Corporate income tax incentive of Taesa (Transmissora Aliança de Energia Elétrica S.A.)

 

The National Integration Ministry, through the federal Agency for Development of the Northeast (Agência de Desenvolvimento do Nordeste, or Adene); and the federal Agency for the Development of the Amazon Region (Agência para o Desenvolvimento da Amazônia, or ADA), has issued official position statements 169/2004 and 0260/2003 granting some of the subsidiaries of Taesa (Transmissora Aliança de Energia Elétrica S.A.) tax benefits of reduction of 75% in income tax payable, for the activity carried out in the region to which the benefits apply. This benefit is calculated monthly on a quota of 84.48% of the profit from commercial operation of the Nordeste-Sudeste transmission line, this being the percentage of the line that is located in the State of Bahia, which is part of the area enjoying tax advantages under Sudene.

 

119



Table of Contents

 

11.           ESCROW DEPOSITS IN LEGAL ACTIONS

 

Escrow deposits linked to legal actions are mainly related to contingencies for employment-law litigation and tax obligations.

 

The main payments into court in relation to tax obligations relate to income tax withheld at source on Interest on Equity, and to the ICMS tax — relating to its exclusion from the amount taxable by PIS and Cofins tax.

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

2012

 

2011

 

Jan. 1, 2011

 

Employment-law cases

 

264,558

 

206,971

 

212,142

 

27,034

 

24,389

 

46,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax on Interest on Equity

 

14,774

 

14,010

 

14,774

 

 

 

 

ITCD (donations/inheritance tax)

 

120,535

 

115,918

 

48,413

 

120,096

 

115,918

 

48,413

 

Pasep and Cofins tax (a)

 

725,343

 

719,470

 

554,402

 

 

 

 

Others

 

107,061

 

59,209

 

14,499

 

44,219

 

34,696

 

13,180

 

 

 

967,713

 

908,607

 

632,088

 

164,315

 

150,614

 

61,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

33,151

 

45,262

 

52,173

 

12,704

 

21,070

 

38,590

 

Third party liability

 

7,127

 

5,586

 

5,586

 

 

 

 

Civil actions

 

679

 

13,732

 

8,409

 

6,464

 

7,165

 

5,167

 

Recon

 

2,366

 

13,392

 

1,769

 

74

 

11,653

 

68

 

Court embargo

 

110,198

 

91,685

 

55,001

 

55,688

 

50,172

 

37,754

 

Others (b)

 

34,483

 

102,476

 

60,038

 

4,423

 

10,657

 

6,203

 

 

 

188,004

 

272,133

 

182,976

 

79,353

 

100,717

 

87,782

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,420,275

 

1,387,711

 

1,027,206

 

270,702

 

275,720

 

195,517

 

 


(a)         The balances of deposits paid into court in relation to the Pasep and Cofins taxes have a corresponding provision recorded in Taxes and contributions. See details in Explanatory Note 18.

 

(b)         This refers mainly to amounts blocked by the courts, in relation to various legal actions.

 

12.                               ACCOUNTS RECEIVABLE FROM THE GOVERNMENT OF THE STATE OF MINAS GERAIS; THE RECEIVABLES FUND

 

a) The CRC Account

 

In 1995 the obligation to pay the remaining balance of this receivable was transferred from the Federal Government to the Minas Gerais State Government (“the State Government”), the Company’s controlling shareholder, through a credit assignment contract (“the CRC Agreement”), in accordance with Law 8724/93, for monthly amortization over 17 years starting on June 1, 1998, with annual interest of 6% plus monetary updating by the Ufir index (Unidade Fiscal de Referência, or Tax Reference Unit Index).

 

120



Table of Contents

 

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

 

Second and Third Amendments to the CRC Agreement were signed in October 2002, setting new conditions for amortization of the credits receivable from the Minas Gerais state government.

 

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

 

According to Fourth Amendment, the Minas Gerais State Government is amortizing this payable to the Company via 61 consecutive semi-annual installments, which are due on June 30 and December 31 of each year, over the period from June 2005 to June 2035.

 

b) Transfer of the CRC credits to the Cemig CRC Account Securitization Fund (“FIDC”)

 

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

 

The senior units were acquired by financial institutions, to be amortized in 20 semi-annual installments, starting in June 2006, with interest accruing at the rate of CDI plus 1.7% per year, and were guaranteed by Cemig.

 

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

 

The subordinated units were updated for monetary valuation purposes in the amount of the difference between the valuation of the FIDC using a rate of 10% per year and the increase in value of the senior quotas, as calculated based on CDI plus 1.7%.

 

121



Table of Contents

 

To make possible the early settlement of the CRC Contract, as described in more detail in item “c”, on December 5, 2012 the Company bought back the senior units and on December 17, 2012 liquidated the FIDC, by transacting the receivables at the price posted in the FIDC of R$ 1,785,045 (R$ 695,340 for senior units and R$ 1,089,705 for subordinated units), as authorized by the Board of Directors.

 

The composition of the FIDC in the previous year was as follows:

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

- Senior units held by third parties

 

 

819,996

 

890,517

 

 

 

 

 

 

 

 

 

- Subordinated units owned by Cemig

 

 

1,001,179

 

938,704

 

- Dividends retained by the Fund

 

 

8,900

 

7,867

 

 

 

 

1,010,079

 

946,571

 

TOTAL

 

 

1,830,075

 

1,837,088

 

 

This shows the movement in the FIDC in 2012:

 

 

 

Consolidated and Holding company

 

Balance on December 31, 2010

 

1,837,088

 

Monetary updating of the senior units

 

102,712

 

Monetary updating of the subordinated units

 

63,508

 

Investment in the subordinated units

 

14,079

 

Amortization of the senior units

 

(187,308

)

Balance on December 31, 2011

 

1,830,079

 

Monetary updating of the senior units

 

72,378

 

Monetary updating of the subordinated units

 

92,707

 

Investment in the subordinated units

 

55,200

 

Amortization of the senior units

 

(197,059

)

Retention of income tax at source and IOF tax

 

(55,191

)

Cash balance redeemed

 

(13,069

)

Liquidation of the FIDC

 

(1,785,045

)

Balance on December 31, 2012

 

 

 

c) Negotiation for early settlement of the CRC Account

 

On November 20, 2012, the government of the State of Minas Gerais and the Company entered into a Commitment Undertaking, the aim of which was to create the practical conditions for early payment, in full, of the obligations arising from the CRC Contract. A discount of approximately 35% was applied to the updated amount of the debtor balance, for payment at sight by the State of Minas Gerais to the bank account of the Company.

 

122



Table of Contents

 

In the Undertaking, the State of Minas Gerais recognized and declared a liability payable by it under the CRC Contract, with face value of R$ 6,282,551, base date October 31, 2012, which after application of a discount of 35%, resulted in the amount of R$ 4,083,658.  This amount was updated, and augmented by the interest specified in the CRC Contract, up to the date of the actual payment, within the limit period of up to 30 business days from the date of entry of the funds, for each credit transaction carried out by the Statement of Minas Gerais to make the transaction possible.  On December 31, 2012, the amount of R$ 4,083,658, augmented by interest and monetary adjustment, comprised a total of R$ 4,167,907, which after deduction of the price of R$ 1,785,045 paid for repurchase of the FIDC units, generated a financial gain of R$ 2,382,862.  This amount was posted in the profit and loss account for 2012.

 

Within the process of negotiation of the early settlement of the CRC, to satisfy a condition for approval of the transaction by the federal government, the Company agreed a Term of Settlement to terminate the legal action between Cemig and the federal government related to the now-extinct CRC Account.  As part of this arrangement, the State retained part of the amounts which would otherwise have been paid through to the Company, and passed through to the federal government the amount of R$ 403,162, under the settlement referred to.  This is set out in more detail in Explanatory Note 23 — Provisions.

 

The movement of amounts on the CRC account was as follows:

 

 

 

Consolidated and
Holding company

 

Balance receivable under CRC after repurchase of the FIDC units

 

1,785,045

 

Monetary updating of the contract as per conditions agreed with Minas Gerais State

 

2,382,862

 

Net amounts settled by Minas Gerais State

 

(1,745,808

)

Balance on December 31, 2012

 

2,422,099

 

 

The Balance outstanding on December 31, 2012 was settled by the Government of the State on February 27 and 28, 2013.

 

13.           FINANCIAL ASSETS OF THE CONCESSION

 

As mentioned in Note 2, Item 2.6 (g), the Company’s distribution, transmission, gas and wind generation concession contracts are within the criteria for application of Technical Interpretation ICPC 01 (IFRIC 12), which deals with the accounting of concessions, and refers to investee infrastructure that will be the subject of indemillionity by the Concession-granting Power, as laid down in the regulatory framework of the electricity sector, and in the concession contract signed between Cemig and Aneel.

 

As described in more detail in Explanatory Note 4, the Company accepted renewal of the transmission concession of the subsidiary and the assets were reverted to the Granting Power, with indemillionity being established for those assets.

 

123



Table of Contents

 

The balances of the concession financial assets are as follows:

 

 

 

Consolidated

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

 

 

 

 

 

 

 

 

Distribution concessions

 

5,268,609

 

3,331,311

 

2,509,339

 

Gas concessions

 

355,240

 

304,616

 

287,425

 

Newer transmission concessions

 

6,405,465

 

5,812,021

 

4,755,707

 

Older transmission concessions

 

177,901

 

758,338

 

744,697

 

 

 

12,207,215

 

10,206,286

 

8,297,168

 

 

 

 

 

 

 

 

 

Current assets

 

1,040,720

 

1,120,035

 

625,332

 

Non-current assets

 

11,166,495

 

9,086,251

 

7,671,836

 

 

For the newer transmission concessions, the internal rate of return on financial assets varies between 7.8% and 14.48%, in accordance with the specific characteristics of each concession and their investment dates.

 

Changes in the financial assets were as follows:

 

 

 

Consolidated

 

Balance on December 31, 2011

 

10,206,286

 

Additions

 

160,256

 

Acquisition of subsidiaries

 

555,748

 

Monetary updating

 

896,167

 

Dilution of equity interest in Taesa

 

(839,413

)

Amounts received

 

(812,046

)

Transfers

 

1,847,906

 

Net gain on indemillionity of assets

 

192,311

 

Balance on December 31, 2012

 

12,207,215

 

 

On September 11, 2012 the Brazilian government issued Provisional Measure 579, governing renewals of concessions. See details in Explanatory Note 4.

 

Gas concession: The Company understands that the financial assets of the gas concession will be indemillionified by the Granting Power, that is to say: At the end of the concession the government of the State of Minas Gerais will indemillionify the amount of the investments made in the last five years of the concession.  For the balances of the financial assets determined by the other goods linked to the concession, the Company believes, and is supported in this opinion by a Legal Note issued by the office of the General Attorney of the State of Minas Gerais, that they will be subject to indemillionity at the time of the termination of the concession, by one of the following routes: (i) by the new concession holder, in the event of the concession not being renewed; (ii) by the extension of the concession contact, for a period that is reasonable and necessary for amortization of the assets underlying financial assets, to maintain the balance of the contract;  or (iii)  through a contractual amendment that changes the indemillionity clause to guarantee indemillionity of the goods that have not been amortized, at the end of the concession.  These options are still in the process of being decided upon by the Grantor Power.

 

124



Table of Contents

 

14.           INVESTMENTS

 

This table shows investments in subsidiaries and jointly-controlled subsidiaries:

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

Jan. 1, 2011

 

Cemig GT

 

 

 

5,494,981

 

5,086,076

 

5,050,645

 

Cemig D

 

 

 

2,463,149

 

2,656,463

 

2,376,898

 

Light

 

 

 

1,149,109

 

1,160,184

 

1,210,896

 

Cemig Telecom

 

 

 

247,976

 

287,909

 

287,718

 

Gasmig

 

 

 

508,077

 

444,991

 

444,043

 

Gasmig (investment in progress)

 

 

67,223

 

 

67,223

 

 

Rosal Energia

 

 

 

145,252

 

158,676

 

159,646

 

Sá Carvalho

 

 

 

123,898

 

123,571

 

121,843

 

Horizontes Energia

 

 

 

77,404

 

73,203

 

70,017

 

Usina Ipatinga Thermal

 

 

 

25,895

 

37,577

 

36,865

 

Cemig PCH

 

 

 

91,866

 

95,228

 

93,145

 

Cemig Capim Branco Energia

 

 

 

125,568

 

42,592

 

34,797

 

Companhia Transleste de Transmissão

 

 

 

26,516

 

24,020

 

24,040

 

UTE Barreiro

 

 

 

33,022

 

23,034

 

7,695

 

Companhia Transudeste de Transmissão

 

 

 

13,542

 

13,150

 

12,937

 

CCEE — Electricity trading chamber

 

 

 

12,368

 

239

 

108,291

 

Companhia Transirapé de Transmissão

 

 

 

11,528

 

10,525

 

10,602

 

Transchile

 

 

 

47,840

 

42,850

 

28,908

 

Efficientia

 

 

 

10,954

 

11,334

 

8,944

 

Central Termelétrica de Cogeração

 

 

 

6,006

 

6,348

 

6,281

 

Companhia de Transmissão Centroeste de Minas

 

 

 

21,329

 

20,912

 

17,953

 

Cemig Trading

 

 

 

21,652

 

13,008

 

7,416

 

Empresa Paraense de Transmissão de Energia-ETEP

 

 

 

131,656

 

132,203

 

124,242

 

Empresa Norte de Transmissão de Energia-ENTE

 

 

 

304,432

 

307,211

 

299,922

 

Empresa Regional de Transmissão de Energia-ERTE

 

 

 

72,853

 

73,432

 

63,928

 

Empresa Amazonense de Transmissão de Energia-EATE

 

 

 

670,304

 

672,559

 

656,517

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

 

 

42,677

 

44,983

 

46,765

 

Axxiom Soluções Tecnológicas

 

 

 

4,958

 

4,253

 

2,970

 

Cemig Serviços

 

 

 

1,421

 

2,310

 

45

 

Norte Energia

 

225,599

 

109,517

 

366,915

 

358,459

 

 

 

 

225,599

 

176,740

 

12,253,148

 

11,994,523

 

11,313,969

 

 

Premium on acquisition of equity interests

 

The goodwill premium on the acquisition of the companies acquired by the Company, that is to say, the difference between the amount paid and the book value of the equity interest in the Stockholders’ equity of the jointly-controlled subsidiaries, arises basically from the added value of the concessions, and is presented jointly with the historic value of the investments in the table above. These premiums will be amortized over the remaining period of the concessions.

 

125



Table of Contents

 

a)                 These figures show the movement in investments in subsidiaries and jointly-controlled subsidiaries:

 

 

 

2011

 

Equity gain
(loss)

in subsidiaries
(Profit and
loss account)

 

Equity gain
(loss)

in subsidiaries
(Other
comprehensive
income)

 

Acquisitions,
injections,
reduction of
capital

 

Dividends

 

2012

 

Cemig GT

 

5,086,076

 

1,919,485

 

(703

)

 

(1,509,877

)

5,494,981

 

Cemig D

 

2,656,463

 

191,366

 

 

 

(384,680

)

2,463,149

 

Cemig Telecom

 

287,909

 

5,067

 

 

 

(45,000

)

247,976

 

Rosal Energia

 

158,676

 

10,485

 

 

 

(23,909

)

145,252

 

Sá Carvalho

 

123,571

 

28,951

 

 

 

(28,624

)

123,898

 

Gasmig (*)

 

444,991

 

54,702

 

 

65,080

 

(56,696

)

508,077

 

Gasmig — investment in progress (*)

 

67,223

 

 

 

(67,223

)

 

 

Horizontes Energia

 

73,203

 

13,298

 

 

 

(9,097

)

77,404

 

Usina Ipatinga Thermal

 

37,577

 

10,962

 

 

(15,000

)

(7,644

)

25,895

 

Cemig PCH

 

95,228

 

15,264

 

 

 

(18,626

)

91,866

 

Cemig Capim Branco Energia

 

42,592

 

41,845

 

 

82,051

 

(40,920

)

125,568

 

Companhia Transleste de Transmissão

 

24,020

 

5,188

 

 

 

(2,692

)

26,516

 

UTE Barreiro

 

23,034

 

10,649

 

 

 

(661

)

33,022

 

Companhia Transudeste de Transmissão

 

13,150

 

2,368

 

 

 

(1,976

)

13,542

 

CCEE — Electricity trading chamber

 

239

 

6,705

 

 

 

5,424

 

12,368

 

Companhia Transirapé de Transmissão

 

10,525

 

2,325

 

 

 

(1,322

)

11,528

 

Transchile

 

42,850

 

565

 

4,425

 

 

 

47,840

 

Efficientia

 

11,334

 

7,219

 

 

 

(7,599

)

10,954

 

Central Termelétrica de Cogeração

 

6,348

 

374

 

 

 

(716

)

6,006

 

Companhia de Transmissão Centroeste de Minas

 

20,912

 

4,088

 

 

(3,671

)

 

21,329

 

Light

 

1,160,184

 

103,271

 

 

 

(114,346

)

1,149,109

 

Cemig Trading

 

13,008

 

31,460

 

 

 

(22,816

)

21,652

 

Empresa Paraense de Transmissão de Energia — ETEP

 

132,203

 

18,142

 

 

 

(18,689

)

131,656

 

Empresa Norte de Transmissão de Energia — ENTE

 

307,211

 

38,718

 

 

 

(41,497

)

304,432

 

Empresa Regional de Transmissão de Energia — ERTE

 

73,432

 

9,853

 

 

 

(10,432

)

72,853

 

Empresa Amazonense de Transmissão de Energia — EATE

 

672,559

 

83,905

 

 

 

(86,160

)

670,304

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

44,983

 

4,843

 

 

 

 

 

(7,149

)

42,677

 

Axxiom Soluções Tecnológicas

 

4,253

 

845

 

 

 

(140

)

4,958

 

Cemig Serviços

 

2,310

 

(889

)

 

 

 

1,421

 

Parati

 

358,459

 

17,569

 

 

 

(9,113

)

366,915

 

 

 

11,994,523

 

2,638,623

 

3,722

 

61,237

 

(2,444,957

)

12,253,148

 

 


(*) Additional acquisition of equity interest in Gasmig

 

On December 27, 2011 the Board of Directors authorized the acquisition of nominal preferred shares representing 4.38% of the total capital of Gasmig belonging to the government of the State of Minas Gerais, for R$ 67,223, corresponding to a price per share of approximately R$ 3.75, to be adjusted by the amount indicated in an independent Valuation Opinion, which will be prepared by a specialized institution, to be chosen and contracted by Cemig.

 

After the preparation of the Opinion it was found that the interest acquired had the value of R$ 65,081, representing a payment made with an excess of R$ 2,142, to be restituted by the State of Minas Gerais, which has been recorded in “Other credits”. The transaction was put into effect on July 9, 2012, and since that date, the Company has owned the equity interest of 59.57% of Gasmig.

 

126



Table of Contents

 

The fair values recognized in the acquisition are as follows:

 

Assets

 

 

 

Cash and cash equivalents

 

1,796

 

Consumers and traders

 

12,446

 

Other credits

 

9,157

 

Financial assets of the concession

 

24,929

 

Intangible assets

 

48,348

 

Liabilities

 

 

 

Loans and financings

 

(9,326

)

Other obligations

 

(22,269

)

 

 

 

 

Net assets acquired

 

65,081

 

Cash disbursed

 

65,081

 

 

 

 

 

 

b)                 This table gives the principal information on the subsidiaries and jointly-controlled subsidiaries, not adjusted for the percentage represented by the Company’s ownership interest:

 

 

 

 

 

December 31, 2012

 

Jan. — Dec. 2012

 

Company 

 

Number of
shares

 

Cemig
stake (%)

 

Share
capital

 

Stockholders’
equity

 

Dividends

 

Profit
(loss)

 

Cemig D

 

2,261,997,787

 

100.00

 

2,261,998

 

2,463,149

 

384,680

 

191,366

 

Cemig GT

 

2,896,785,358

 

100.00

 

3,296,785

 

5,494,981

 

1,509,877

 

1,919,485

 

Light

 

203,934,060

 

26.06

 

2,225,822

 

3,264,677

 

438,749

 

481,352

 

Cemig Telecom

 

381,023,385

 

100.00

 

225,082

 

247,976

 

45,000

 

9,878

 

Rosal Energia

 

46,944,467

 

100.00

 

46,944

 

134,201

 

23,909

 

16,010

 

Sá Carvalho

 

361,200,000

 

100.00

 

36,833

 

123,898

 

28,624

 

28,951

 

Gasmig

 

409,255,483

 

59.57

 

643,780

 

808,466

 

95,176

 

97,391

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

77,404

 

9,097

 

13,298

 

Usina Ipatinga Thermal

 

29,174,281

 

100.00

 

29,174

 

25,895

 

7,644

 

10,962

 

Cemig PCH

 

30,952,000

 

100.00

 

30,952

 

91,866

 

18,626

 

15,264

 

Cemig Capim Branco Energia

 

5,528,000

 

100.00

 

5,528

 

125,568

 

40,920

 

41,845

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

106,065

 

10,768

 

21,609

 

UTE Barreiro

 

30,902,000

 

100.00

 

30,902

 

33,022

 

661

 

10,649

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

56,423

 

8,233

 

11,644

 

CCEE — Electricity trading chamber

 

486,000

 

100.00

 

486

 

12,368

 

 

6,705

 

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

47,052

 

5,396

 

10,027

 

Transchile

 

56,407,271

 

49.00

 

123,957

 

97,633

 

 

1,333

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

10,954

 

7,599

 

7,219

 

Central Termelétrica de Cogeração

 

5,000,000

 

100.00

 

5,001

 

6,006

 

716

 

374

 

Companhia de Transmissão Centroeste de Minas

 

28,000,000

 

51.00

 

28,000

 

41,821

 

 

8,017

 

Cemig Trading

 

160,297

 

100.00

 

160

 

21,652

 

22,816

 

31,460

 

Empresa Paraense de Transmissão de Energia - ETEP

 

45,000,010

 

49.98

 

89,390

 

177,954

 

37,391

 

46,485

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

49.99

 

160,337

 

369,372

 

83,012

 

113,805

 

Empresa Regional de Transmissão de Energia - ERTE

 

36,940,800

 

49.99

 

36,941

 

83,926

 

20,868

 

24,141

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

49.98

 

355,697

 

863,941

 

172,381

 

239,667

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

42,095,000

 

19.09

 

42,095

 

118,013

 

37,443

 

40,574

 

Axxiom Soluções Tecnológicas

 

9,200,000

 

49.00

 

9,200

 

10,118

 

140

 

1,293

 

Cemig Serviços

 

5,100,000

 

100.00

 

5,100

 

1,421

 

 

(888

)

Parati

 

1,432,910,000

 

25.00

 

1,432,910

 

1,467,660

 

36,452

 

71,489

 

 

127



Table of Contents

 

Stockholding restructuring of Taesa

 

The Transmission Assets Investment Contract

 

On May 17, 2012, Cemig GT entered into a Contract for Investment in Transmission Assets with its jointly-controlled subsidiary Taesa, under which the totality of the equity interests held by Cemig GT in EBTE (49%) was transferred to Taesa.   As a result of the transfer, Taesa became holder of 74.49% of EBTE (taking into account the 49% holding transferred by Cemig GT and the indirect holding through EATE of 51%, since Taesa owns 49.98% of EATE after the transfer of that interest by Cemig, as described below).

 

In this same agreement, Cemig transferred to Taesa all of its share ownership in the transmission companies of the TBE Group: ETEP (49.98%); ENTE (49.99%); ERTE (49.99%); EATE (49.98%) and ECTE (19.09%).

 

Conclusion of this stockholding restructuring transaction, and final transfer of the assets referred to, is subject to certain conditions precedent, of which the most important are (i) consent of the Company’s creditors, and (ii) approval of the transaction by the regulator, Aneel.  The acquisition will also (iii) need to be approved by the monopolies authority, Cade.

 

Under the Transmission Assets Investment Contract, Taesa is not allowed to dispose of, assign or transfer its holdings in the companies of the TBE Group before expiry of 120 months from the date of actual transfer of the said stockholdings, unless previously authorized by Cemig  — but during that period Taesa may make total or partial disposal, assignment or transfer of any stockholding that it holds in the companies of the TBE Group (comprising the companies EATE, ETEP, ENTE, EBTE and ERTE) provided that it transfers to Cemig the positive difference obtained on such disposal, assignment or transfer, the comparison being between the value of the consideration for the disposal, assignment or transfer and the amount for which the holdings in the TBE Group were transferred to Taesa, duly updated by the variation of the Selic rate published by the Brazilian Central Bank up to the date of the actual disposal, assignment or transfer.

 

128



Table of Contents

 

Contract to assume obligations — change in stockholders’ agreement

 

On June 29, 2012 the indirect jointly-held subsidiary Taesa, together with Alupar Investimento S.A. (holder, with Cemig and Cemig GT, of control of the companies of the TBE Group) signed a private contract to assume obligations, agreeing the following: On January 2, 2013 (or on the date of transfer of the holdings in the companies of the TBE Group to Taesa, whichever is later), amended versions of the Stockholders’ Agreements of the companies in the TBE Group come into effect, and the changes to the respective by-laws must have been voted by Alupar Investimento S.A. and Taesa by that date. Based on the above, it is Taesa’s understanding that it will cease to hold shared control of the companies of the TBE Group when the amended stockholders’ agreements referred to come into force, and that it will from then on have significant influence in those companies.

 

Acquisition of the TBE companies — approvals to date

 

On July 25, 2012 the request for consent to the transfer of a percentage interest in the concessions (subject of the stockholding restructuring) was filed with Aneel. On October 4, 2012 the Company updated the documents submitted to Aneel, to continue with the process. The case is currently under consideration by the Economic and Financial Supervision Department (SFF) of Aneel.

 

Acquisition by Taesa of the remaining 50% of Unisa

 

On November 30, 2011, Taesa acquired from Abengoa, for R$ 799,738, 50% of the share capital of Unisa (formerly Abengoa Participações S.A.), the corporate objects of which are to hold interests in the equity capital of companies that provide public and private electricity transmission services. Unisa, on that date, held 100% of the shares in the transmission companies STE, ATE, ATE II and ATE III.

 

On March 16, 2012, Taesa signed a contract with Abengoa for acquisition of the remaining 50% of the share capital of Unisa. Conclusion of the transaction and actual transfer of the shares was at that time subject to certain conditions precedent. On July 3, 2012 Taesa concluded acquisition of the remaining 50% of the shares in Unisa held by Abengoa. This transaction was approved by Cade, the Brazilian monopolies authority, on July 4, 2012.

 

Based on the above, from November 30, 2011 and July 3, 2012, Unisa was jointly-controlled by Taesa and Abengoa, and as from July 3, 2012 (the acquisition date), became a wholly-owned subsidiary of Taesa. The total value of the consideration paid for the acquisition of the holding was R$ 876,193, comprising R$ 902,390 paid in cash, net of constitution of dividends receivable in the amount of R$ 27,717 and accounts payable in the amount of R$ 1,520, on the date of conclusion of the transaction, under the terms of the agreement signed by the parties.

 

The assets acquired, and liabilities recognized, on the date of acquisition of the control of Unisa by Taesa (July 3, 2012) were recognized through the acquisition method applicable in the case of business combinations by stages, as shown below:

 

129



Table of Contents

 

July 3, 2012

 

Fair values
recognized on
acquisition of
Unisa

 

Amount
proportional to
Cemig GT’s holding

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

434,638

 

188,458

 

Clients

 

51,885

 

22,497

 

Financial assets

 

2,448,428

 

1,061,635

 

Other assets

 

177,424

 

76,932

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable to suppliers and others

 

(95,170

)

(41,266

)

Loans and financings

 

(1,008,224

)

(437,165

)

Deferred tax payable

 

(256,595

)

(111,259

)

 

 

 

 

 

 

Total of the identifiable assets, net

 

1,752,386

 

759,832

 

 

 

 

 

 

 

Holding, %

 

100

%

43,36

%

Proportionate amount represented by the percentage holding

 

1,752,386

 

759,832

 

Investment previously held

 

(831,024

)

(360,331

)

Gain on the re-measurement on acquisition of the control of Unisa (a)

 

(45,169

)

(19,585

)

Consideration transferred for the acquisition of 50% of Unisa on July 3, 2012

 

876,193

 

379,916

 

 

 

 

 

 

 

Amount paid in cash

 

902,390

 

391,275

 

Dividends receivable

 

(27,717

)

(12,018

)

Accounts payable

 

1,520

 

659

 

Consideration transferred for the acquisition of 50% of Unisa on July 3, 2012

 

876,193

 

379,916

 

 


(a)    As required by CPC 15(R1) and IFRS 3(R), in a business combination carried out in stages, the acquiring party must re-measure its interest held previously for the fair value on the date of obtaining of control (acquisition date) and must recognize the resulting gain or loss, if any, in the resulting profit and loss account for the period.

 

The considerations paid by Taesa for the combinations of businesses, through the acquisition of the initial 50% and then the remaining 50% of Unisa, were paid in cash with funds from the Company’s fourth and fifth issues of promissory notes, respectively.

 

New issue of shares by Taesa

 

In a public share offering on July 19, 2012 the indirectly jointly-controlled subsidiary Taesa issued 24 million “Units”, at R$ 65 per Unit , each Unit comprising one common share and two preferred shares, all nominal, of the book-entry type and without par value. On August 20, 2012, the supplementary lot of the public share offering, of three million Units, was exercised in its entirety, resulting in a total of 27 million Units under the public share offering.

 

The share capital of Taesa was increased, within the limit of its authorized capital, in the amount of R$ 1.755 million, by issuance of 81 million new shares: 27 million common and 54 million preferred. After the transaction the new share capital of Taesa was R$3,028,652 (i.e. R$ 3,067,535, less the cost of the issue, R$ 38,883), held in 344,498,907 nominal, book-entry shares without par value: 230,517,711 common and 113,981,196 preferred. Under Article 172, I, of the Brazilian Corporate Law, and Article 9 of the Company’s by-laws, there was no first refusal right for existing stockholders of the Company in the subscription.

 

130



Table of Contents

 

This issue of shares reduces Cemig GT’s percentage equity interest in the total capital of Taesa from 56.69% to 43.36%, comprising 97,690,743 common shares and 51,683,548 preferred shares, as follows:

 

 

 

COMMON SHARES

 

PREFERRED SHARES

 

TOTAL

 

STOCKHOLDERS

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

Taesa: total shares issued

 

230,517,711

 

100.00

%

113,981,196

 

100.00

%

344,498,907

 

100.00

%

Cemig GT

 

97,690,743

 

42.38

%

51,683,548

 

45.34

%

149,374,291

 

43.36

%

 

The stockholding structure of the Company on December 31, 2011 was as follows:

 

 

 

COMMON SHARES

 

PREFERRED SHARES

 

TOTAL

 

STOCKHOLDERS

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

NUMBER OF
SHARES

 

%

 

Taesa: total shares issued

 

203,517,711

 

100.00

%

59,981,196

 

100.00

%

263,498,907

 

100.00

%

Cemig GT

 

97,690,743

 

48.00

%

51,683,548

 

86.17

%

149,374,291

 

56.69

%

 

Effects of the Taesa public share offering on the profit of Cemig

 

Taesa made the issue for R$ 65 per Unit, a premium on the book value of its shares prior to the issue, even including the added value of the concession resulting from the process of acquisition by Cemig GT of an equity interest in Taesa. To record this difference between the book value and the issue value, Cemig GT reports a gain, of R$ 259,325, in its profit and loss account.  The effects on the Company’s consolidated cash flow are as follows:

 

Assets

 

 

 

Consumers and traders

 

(22,629

)

Other credits

 

(122,847

)

Financial assets of the concession

 

(839,413

)

Intangible assets

 

(200,577

)

Liabilities

 

 

 

Loans and financings

 

455,275

 

Other obligations

 

332,089

 

Gain on the dilution

 

(259,330

)

Effects on cash flow

 

(657,432

)

 

Madeira Energia S.A.

 

The jointly-controlled subsidiary Madeira Energia S.A. — Mesa (“Mesa”) is an unlisted corporation, incorporated on August 27, 2007, the objects of which are construction and commercial operation of the Santo Antônio Hydroelectric Plant, on the Madeira River, and its associated transmission system, under Concession Contract Nº 001/2008—MME. Mesa is incurring establishment expenditure relating to the construction of the Santo Antônio hydroelectric plant, and as a result needs financial support from its joint controlling stockholders. The injection of R$ 288,145 arises from paying in of subscriptions of shares in 2012, duly approved in Minutes, in accordance with the investment plan approved by Cemig Board Spending Decision (CRCA) 089/07.

 

131



Table of Contents

 

Acquisition of an equity interest in Guanhães Energia S.A. (joint control)

 

On August 28, 2012, the subsidiary Light Energia S.A. finalized the transaction to acquire an equity interest in Guanhães Energia, in which it acquired 51% of the common shares, from Investminas Participações S.A.  Guanhães Energia was created for the purpose of building the Dores de Guanhães, Senhora do Porto, Jacaré and Fortuna II small Hydro Plants, all in the State of Minas Gerais, with total installed capacity of 44.80 MW.  The first of these small hydro plants is scheduled to start commercial operation in October 2013, and the last in February 2014. Guanhães Energia S.A. is jointly controlled by the subsidiary Light Energia S.A. (51%) and Cemig GT (49%).

 

The value of the net assets acquired was R$ 26,586.  The difference between the amount paid, R$ 26,586, and the book value of R$ 10,357 of the assets under construction was allocated to the concession, an identifiable intangible asset with defined useful life allocated in intangible assets in the consolidated Statement of financial position.  This asset will be amortized over the periods of the concessions as from the time of start of operation of each one of them.

 

The fair values recognized in the acquisition are as follows:

 

 

 

 

 

Assets

 

 

 

Cash and cash equivalents

 

14,682

 

Other credits

 

3,718

 

Property, plant and equipment

 

3,485

 

Intangible assets

 

7,989

 

Liabilities

 

 

 

Other obligations

 

(3,018

)

Net assets acquired

 

26,856

 

Cash expended

 

26,856

 

 

Dilution of equity interest in Renova Energia S.A, subsidiary of Light.

 

On July 13, 2012 Renova Energia S.A. and BNDES Participações S.A. (“BNDESPAR”), a wholly-owned subsidiary of the Brazilian Development Bank (BNDES), entered into an agreement for BNDESPAR to become a shareholder in Renova Energia.

 

With the completion of the transaction on September 26, 2012, BNDESPar subscribed 23,059,239 common shares and 4,875,036 preferred shares.  These shares arose from assignment, free of charge, by RR Participações S.A., Light Energia S.A. and InfraBrasil Fundo de Investimento em Participações, to BNDESPar, of the right of first refusal in the capital increase. The price of the issue was R$ 9.3334 per share, totaling R$ 314,702.

 

Entry of BNDESPar as a stockholder in Renova Energia S.A. reduced the percentage equity interest in Renova Energia S.A. held by the subsidiary Light Energia S.A. from 25.9% to 22.0%.  This transaction generated an equity gain of R$ 13,987.

 

132



Table of Contents

 

The effects on the cash flows are as follows:

 

 

 

 

 

Assets

 

 

 

Other credits

 

(771

)

Property, plant and equipment

 

(19,507

)

Intangible assets

 

(8,963

)

Liabilities

 

 

 

Loans and financings

 

11,409

 

Other obligations

 

2,246

 

 

 

 

 

Gain on the dilution

 

(5,163

)

Effects on cash flows

 

(20,749

)

 

Put options

 

Cemig has granted to Fundo de Participações Coliseu, which is a stockholder of Taesa, an option to sell the totality of the shares which that fund holds in Taesa, exercisable on October 30, 2014. The price of the option is calculated using the sum of the value of the injections of capital by the fund into Taesa, plus the running expenses of the fund, less any Interest on Equity, and dividends, distributed by Taesa. The exercise price is subject to monetary updating by the IPCA (Expanded National Consumer Price) Index (published by the IBGE) plus financial remuneration at 7.0% per year.

 

Cemig has granted to Fundo de Participações Redentor, which is a stockholder of Parati, an option to sell the totality of the shares which that fund holds in Parati, exercisable in May 2016. The price of the option is calculated using the sum of the value of the injections of capital by the fund into Parati, plus the running expenses of the fund, less any Interest on Equity, and dividends, distributed by Parati. The exercise price is subject to monetary updating by the CDI (interbank CD) Rate plus financial remuneration at 0.9% per year.

 

The Equity funds own common and preferred shares in Taesa and light, and at present exercise joint control, with the Company, over the activities of these companies.  This being so, these options have been considered to be derivative instruments which should be accounted at fair value through profit or loss.

 

For the purposes of the termination of the method to be used in measuring the fair value of the said options, the Company observed the daily trading volume of the shares of Light and of Taesa, and that such options, if exercised by the Funds, will require the sale to the Company, in a single transaction, of the shares in the companies referred to in a quantity higher than the daily averages of exchange trading. Thus, the Company has adopted the discounted cash flow method for measurement of the fair values of the options: the fair value of these options was calculated on the basis of the estimated exercise price on the day of exercise of the option, less the fair value of the shares that are the subject of the put options, also estimated for the date of exercise, brought to present value at the date of the financial statements.

 

Based on the studies carried out, Cemig did not record obligations in its financial statements arising from these options, since the estimate of fair value of the options is close to zero.

 

133



Table of Contents

 

The total balances in 2012 and 2011 of those jointly-controlled subsidiaries for which consolidation was proportional, are as follows:

 

2012

 

Gasmig

 

Transleste

 

Transirapé

 

Centroeste

 

Transudeste

 

Transchile

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

221,048

 

39,293

 

24,799

 

76,607

 

31,581

 

15,255

 

Non-current

 

1,318,734

 

122,392

 

70,785

 

373

 

79,259

 

168,441

 

Total assets

 

1,573,827

 

161,685

 

95,584

 

76,980

 

110,840

 

183,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

272,952

 

9,069

 

4,363

 

12,635

 

5,679

 

15,880

 

Non-current

 

508,806

 

46,551

 

44,169

 

22,524

 

48,738

 

70,183

 

Stockholders’ equity

 

808,466

 

106,065

 

47,052

 

41,821

 

56,423

 

97,633

 

Total liabilities

 

1,573,827

 

161,685

 

95,584

 

76,980

 

110,840

 

183,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss account

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

1,043,594

 

30,159

 

18,495

 

12,204

 

19,001

 

13,662

 

Cost of sales

 

(860,155

)

(2,123

)

(1,568

)

(2,224

)

(1,424

)

(6,260

)

Gross profit

 

183,439

 

28,036

 

16,927

 

9,980

 

17,577

 

7,402

 

General and administrative expenses

 

(93,321

)

(1,391

)

(2,190

)

(758

)

(1,585

)

(2,950

)

Net financial revenue (expenses):

 

32,900

 

(3,775

)

(3,975

)

(4

)

(3,529

)

(3,564

)

Operational profit

 

123,018

 

22,870

 

10,762

 

9,218

 

12,463

 

888

 

Income tax and Social Contribution tax

 

(25,627

)

(1,261

)

(735

)

(1,201

)

(819

)

445

 

Profit for the period

 

97,391

 

21,609

 

10,027

 

8,017

 

11,644

 

1,333

 

 

2012

 

Light

 

EATE

 

ECTE

 

ETEP

 

ENTE

 

ERTE

 

Axxiom

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

2,378,698

 

329,249

 

156,675

 

158,428

 

204,670

 

62,672

 

10,830

 

Non-current

 

9,394,224

 

1,271,361

 

156,003

 

190,062

 

385,641

 

102,704

 

5,604

 

Total assets

 

11,772,922

 

1,600,610

 

312,678

 

348,490

 

590,311

 

165,376

 

16,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

2,179,160

 

168,470

 

35,933

 

60,861

 

67,697

 

41,149

 

5,827

 

Non-current

 

6,329,085

 

568,199

 

158,732

 

109,675

 

153,242

 

40,301

 

489

 

Stockholders’ equity

 

3,264,677

 

863,941

 

118,013

 

177,954

 

369,372

 

83,926

 

10,118

 

Total liabilities

 

11,772,922

 

1,600,610

 

312,678

 

348,490

 

590,311

 

165,376

 

16,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss account

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

8,021,254

 

295,180

 

70,371

 

65,608

 

153,986

 

61,122

 

23,365

 

Cost of sales

 

(5,953,833

)

(25,133

)

(5,263

)

(7,839

)

(13,141

)

(31,705

)

(17,411

)

Gross profit

 

2,067,421

 

270,047

 

65,108

 

57,769

 

140,845

 

29,417

 

5,954

 

General and administrative expenses

 

(919,898

)

 

 

 

 

 

 

 

 

 

(4,663

)

Net financial revenue (expenses):

 

(461,244

)

1,114

 

(6,337

)

(3,812

)

(14,682

)

(3,134

)

(84

)

Operational profit

 

686,279

 

271,161

 

58,771

 

53,957

 

126,163

 

26,283

 

1,207

 

Income tax and Social Contribution tax

 

(204,927

)

(31,494

)

(18,197

)

(7,472

)

(12,358

)

(2,142

)

86

 

Profit for the period

 

481,352

 

239,667

 

40,574

 

46,485

 

113,805

 

24,141

 

1,293

 

 

134



Table of Contents

 

2011

 

Gasmig

 

Transleste

 

Transirapé

 

Centroeste

 

Transudeste

 

Transchile

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

434,525

 

39,782

 

22,129

 

28,102

 

26,180

 

11,951

 

Non-current

 

1,112,080

 

120,596

 

68,588

 

45,019

 

77,711

 

158,092

 

Total assets

 

1,546,605

 

160,378

 

90,717

 

73,121

 

103,891

 

170,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

452,968

 

14,474

 

18,468

 

7,232

 

19,566

 

12,868

 

Non-current

 

287,386

 

49,824

 

29,291

 

24,886

 

29,533

 

69,726

 

Stockholders’ equity

 

806,251

 

96,080

 

42,958

 

41,003

 

54,792

 

87,449

 

Total liabilities

 

1,546,605

 

160,378

 

90,717

 

73,121

 

103,891

 

170,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss account

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

829,237

 

27,163

 

17,190

 

10,023

 

17,516

 

12,628

 

Cost of sales

 

(596,284

)

(2,275

)

(4,454

)

(1,539

)

(2,501

)

(5,896

)

Gross profit

 

232,953

 

24,888

 

12,736

 

8,484

 

15,015

 

6,732

 

General and administrative expenses

 

(91,355

)

(1,386

)

(688

)

(1

)

(643

)

(6,194

)

Net financial revenue (expenses):

 

18,538

 

(3,889

)

(3,390

)

(22

)

(3,508

)

 

Operational profit

 

160,136

 

19,613

 

8,658

 

8,461

 

10,864

 

538

 

Income tax and Social Contribution tax

 

(36,536

)

(1,163

)

(748

)

(850

)

(652

)

(1,290

)

Profit for the period

 

123,600

 

18,450

 

7,910

 

7,611

 

10,212

 

(752

)

 

2011

 

Light

 

EATE

 

ECTE

 

ETEP

 

ENTE

 

ERTE

 

Axxiom

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

2,727,967

 

376,287

 

93,121

 

109,849

 

210,238

 

45,258

 

8,329

 

Non-current

 

9,551,839

 

1,464,917

 

251,861

 

259,174

 

641,316

 

145,037

 

4,467

 

Total assets

 

12,279,806

 

1,841,204

 

344,982

 

369,023

 

851,554

 

190,295

 

12,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

1,979,802

 

140,066

 

35,781

 

24,430

 

65,290

 

25,872

 

4,029

 

Non-current

 

5,848,032

 

355,482

 

73,565

 

80,081

 

171,719

 

17,530

 

87

 

Stockholders’ equity

 

4,451,972

 

1,345,656

 

235,636

 

264,512

 

614,545

 

146,893

 

8,680

 

Total liabilities

 

12,279,806

 

1,841,204

 

344,982

 

369,023

 

851,554

 

190,295

 

12,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit and loss account

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

6,944,785

 

277,203

 

58,677

 

63,199

 

142,635

 

37,662

 

18,694

 

COSTS

 

(5,354,135

)

(52,098

)

(7,020

)

(11,125

)

(16,680

)

(15,220

)

(10,853

)

Gross profit

 

1,590,650

 

225,105

 

51,657

 

52,074

 

125,955

 

22,442

 

7,841

 

General and administrative expenses

 

(781,291

)

(11,146

)

(2,709

)

(2,492

)

(5,756

)

(1,087

)

(4,408

)

Net financial revenue (expenses):

 

(457,661

)

(15,274

)

(7,722

)

(2,974

)

(20,832

)

(2,094

)

(247

)

Operational profit

 

351,698

 

198,685

 

41,226

 

46,608

 

99,367

 

19,261

 

3,186

 

Income tax and Social Contribution tax

 

(104,891

)

(29,573

)

(15,076

)

(7,184

)

(13,390

)

(1,261

)

(1,024

)

Profit for the period

 

246,807

 

169,112

 

26,150

 

39,424

 

85,977

 

18,000

 

2,162

 

 

15.           PP&E

 

 

 

Dec. 31, 2012

 

Dec. 31, 2011

 

Consolidated

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

In service

 

19,884,394

 

(12,268,231

)

7,616,163

 

19,052,126

 

(12,022,438

)

7,029,688

 

Land

 

423,538

 

 

423,538

 

424,728

 

 

424,728

 

Reservoirs, dams and water courses

 

8,570,342

 

(5,168,944

)

3,401,398

 

7,990,344

 

(5,035,301

)

2,955,043

 

Buildings, works and improvements

 

2,475,884

 

(1,592,359

)

883,525

 

2,319,093

 

(1,560,550

)

758,543

 

Machinery and equipment

 

8,335,176

 

(5,444,338

)

2,890,838

 

8,233,445

 

(5,362,640

)

2,870,805

 

Vehicles

 

20,149

 

(13,707

)

6,442

 

25,775

 

(16,017

)

9,758

 

Furniture and utensils

 

59,305

 

(48,883

)

10,422

 

58,741

 

(47,930

)

10,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

1,194,366

 

 

1,194,366

 

1,632,103

 

 

1,632,103

 

Assets in progress

 

1,194,366

 

 

1,194,366

 

1,632,103

 

 

1,632,103

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net PP&E — Consolidated

 

21,078,760

 

(12,268,231

)

8,810,529

 

20,684,229

 

(12,022,438

)

8,661,791

 

 

135



Table of Contents

 

 

 

Jan. 1, 2011

 

Consolidated

 

Historic cost

 

Accumulated
depreciation

 

Net value

 

 

 

 

 

 

 

 

 

In service

 

18,041,134

 

(11,043,754

)

6,997,380

 

Land

 

411,000

 

 

411,000

 

Reservoirs, dams and water courses

 

7,642,976

 

(4,643,171

)

2,999,805

 

Buildings, works and improvements

 

2,286,827

 

(1,441,734

)

845,093

 

Machinery and equipment

 

7,663,881

 

(4,940,785

)

2,723,096

 

Vehicles

 

17,590

 

(6,753

)

10,837

 

Furniture and utensils

 

18,860

 

(11,311

)

7,549

 

 

 

 

 

 

 

 

 

Under construction

 

1,231,133

 

 

1,231,133

 

Assets in progress

 

1,231,133

 

 

1,231,133

 

 

 

 

 

 

 

 

 

Net PP&E — Consolidated

 

19,272,267

 

(11,043,754

)

8,228,513

 

 

This table gives details of changes:

 

Consolidated

 

Balance on
Jan. 1st, 2011

 

Balance on
Dec. 31, 2011

 

Additions /
transfers

 

Written
off

 

Depreciation

 

Balance on
Dec. 31, 2012

 

In service

 

6,997,380

 

7,029,688

 

1,019,179

 

(44,110

)

(388,594

)

7,616,163

 

Land

 

411,000

 

424,728

 

(1,068

)

(122

)

 

423,538

 

Reservoirs, dams and water courses

 

2,999,805

 

2,955,043

 

591,355

 

(1,092

)

(143,908

)

3,401,398

 

Buildings, works and improvements

 

845,093

 

758,543

 

158,166

 

(48

)

(33,136

)

883,525

 

Machinery and equipment

 

2,723,096

 

2,870,805

 

269,328

 

(38,377

)

(210,918

)

2,890,838

 

Vehicles

 

10,837

 

9,758

 

97

 

(4,468

)

1,055

 

6,442

 

Furniture and utensils

 

7,549

 

10,811

 

1,301

 

(3

)

(1,687

)

10,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

1,231,133

 

1,632,103

 

(437,323

)

(414

)

 

1,194,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net PP&E — Consolidated

 

8,228,513

 

8,661,791

 

581,856

 

(44,524

)

(388,594

)

8,810,529

 

 

On September 11, 2012 the Brazilian government issued Provisional Measure 579 (which became Law 12783), governing renewals of concessions. See details in Explanatory Note 4.

 

The company has identified no evidence of impairment of its Property, plant and equipment assets. The concession contracts specify that, at the end of the concession contract period of each concession, the Grantor will decide the amount to be indemillionified to the Company. Management believes that the indemillionity of these assets will be greater than the amount of their historic cost, after depreciation over their useful lives. Thus, the book value of the property, plant and equipment not depreciated at the end of the concession will be reimbursable by the Grantor Power.

 

Aneel, under the Brazilian regulatory framework, is responsible for establishing and periodically reviewing useful economic life estimates for generation and transmission assets in the electricity sector. The useful life estimates established by Aneel are used in the processes of reviewing tariff rates and calculating the indemillionification amounts due to concession holders at the end of the concession period, and are recognized as a reasonable estimate of the useful life of the assets of the concession. Thus, these rates were used as the basis for depreciation of the Company’s property, plant, and equipment assets.

 

The average annual depreciation rate is 2.31%. The principal annual depreciation rates, under Aneel Resolution 367 of June 2, 2009, are as follows:

 

136



Table of Contents

 

Generation — item 

 

Depreciation rate

 

Hydroelectric plants

 

2.54

%

Thermal plants

 

4.09

%

Management and other

 

9.53

%

Telecoms

 

7.33

%

 

Under Articles 63 and 64 of Decree 41019 of February 26, 1957, goods and facilities used in generation and transmission are linked to those services, and cannot be withdrawn, disposed of, assigned or given in mortgage guarantee without the prior express authorization of the Regulator. Aneel Resolution 20/99 provides regulations for de-linking of assets of public electricity service concessions. These include grant of prior authorization for de-linking of assets that are not appropriate for serving the concession and are destined for disposal, but requiring the proceeds to be deposited in a linked bank account, to be applied in the concession.

 

Some of the Company’s land sites and buildings, registered in PP&E — Management, have been given in guarantee for lawsuits involving tax, employment-law, and civil issues and other contingencies, in the amount, net of depreciation, of R$ 803 on December 31, 2012.

 

Consortia

 

The Company is a partner in certain consortia for electricity generation projects, for which companies with an independent legal existence were not constituted to administer the object of the concession. In these cases the controls are maintained in PP&E, Intangible assets and Assets not linked to the activity, in compliance with Aneel Dispatch 3467 of September 18, 2008. The Company’s portion in each of the assets allocated to the consortia is recorded and controlled individually in the respective types of PP&E presented above  The amounts of the investment, accumulated, by product, for each project, are as follows:

 

137



Table of Contents

 

 

 

Stake in the
electricity
generated

 

Average annual
depreciation rate
%

 

2012

 

2011

 

Jan. 1, 2011

 

In service:

 

 

 

 

 

 

 

 

 

 

 

Porto Estrela Plant

 

33.33

%

2.42

 

38,715

 

38,715

 

38,627

 

Igarapava Plant

 

14.50

%

2.52

 

57,579

 

57,017

 

55,554

 

Funil Plant

 

49.00

%

2.49

 

183,124

 

183,124

 

182,360

 

Queimado Plant

 

82.50

%

2.42

 

212,554

 

208,618

 

206,729

 

Aimorés Plant

 

49.00

%

2.55

 

551,310

 

551,310

 

549,537

 

Baguari Plant

 

34.00

%

2.56

 

182,743

 

181,416

 

 

Capim Branco Energia consortium

 

21.05

%

2.60

 

56,240

 

56,240

 

56,240

 

Accumulated depreciation

 

 

 

 

 

(235,948

)

(193,372

)

(171,321

)

Total, in service

 

 

 

 

 

1,046,317

 

1,083,068

 

917,726

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction:

 

 

 

 

 

 

 

 

 

 

 

Baguari Plant

 

34.00

%

 

 

75

 

75

 

181,416

 

Queimado Plant

 

82.50

%

 

 

277

 

3,388

 

1,579

 

Funil Plant

 

49.00

%

 

 

186

 

 

648

 

Aimorés Plant

 

49.00

%

 

 

1,188

 

700

 

1,187

 

Igarapava Plant

 

14.50

%

 

 

1,016

 

461

 

1,171

 

Porto Estrela Plant

 

33.33

%

 

 

184

 

119

 

156

 

Capim Branco Energia consortium

 

 

 

 

 

2,050

 

1,083

 

1,264

 

Total, under construction

 

 

 

 

 

4,976

 

5,826

 

187,421

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, consortia — Consolidated

 

 

 

 

 

1,051,293

 

1,088,894

 

1,105,147

 

 

The depreciation of the assets in the property, plant and equipment of the consortia is calculated by the straight-line method, based on rates established by Aneel, which represent the useful life of the assets.

 

This table shows, by project, the interests of the other partners in the energy generated by the consortia:

 

Consortia

 

Other shareholders

 

Interest %

 

Porto Estrela Plant

 

Companhia de Tecidos Norte de Minas Gerais — Coteminas

 

33.34

 

 

 

Vale S.A.

 

33.33

 

 

 

 

 

 

 

Igarapava Plant

 

Vale S.A.

 

38.15

 

 

 

Companhia Mineira de Metais — CMM

 

23.93

 

 

 

Companhia Siderúrgica Nacional — CSN

 

17.92

 

 

 

Mineração Morro Velho — MMV

 

5.50

 

 

 

 

 

 

 

Funil Plant

 

Vale S.A.

 

51.00

 

 

 

 

 

 

 

Queimado Plant

 

Companhia Energética de Brasília - CEB

 

17.50

 

 

 

 

 

 

 

Aimorés Plant

 

Vale S.A.

 

51.00

 

 

 

 

 

 

 

Baguari Plant

 

Furnas Centrais Elétricas S.A.

 

15.00

 

 

 

Baguari I Geração de Energia Elétrica S.A.

 

51.00

 

 

 

 

 

 

 

Amador Aguiar I and II Plants

 

Vale S.A.

 

48.43

 

 

 

Comercial e Agrícola Paineiras Ltda.

 

17.89

 

 

 

Companhia Mineira de Metais — CMM

 

12.63

 

 

Assets fully depreciated

 

On December 31, 2012 Cemig GT had in its Property, plant and equipment a gross book value of R$ 4,362,237, referring to the assets that had been totally depreciated and were still in operation.

 

138



Table of Contents

 

Useful life review

 

On February 7, 2012 Aneel, by Normative Resolution 474, set new annual rates of depreciation for assets in service under electricity concessions based on a review of their useful lives. The new rates were applied as effective January 1, 2012.

 

The Company has processed the changes in the rates and recalculated the value of the indemillionity of the reversible assets at the maturity of the period of the Concessions Cemig D 2016 and Light 2026, and of the amount attributable to Intangible assets.  This recalculation resulted in the transfer of R$ 437,720 from Intangible assets to Financial assets.

 

Cost of loan

 

The Company transferred to Intangible assets the costs of loans and financings linked to works, in the amount of R$ 64,531 on December 31, 2012.

 

On September 11, 2012 the Brazilian government issued Provisional Measure 579, governing renewals of concessions. See details in Explanatory Note 4.

 

16.            INTANGIBLE ASSETS

 

 

 

2012

 

2011

 

Holding company

 

Historic cost

 

Accumulated
amortization

 

Residual
value

 

Historic cost

 

Accumulated
amortization

 

Residual
value

 

In service

 

3,803

 

(3,319

)

484

 

3,799

 

(3,149

)

650

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

Software use rights

 

3,794

 

(3,316

)

478

 

3,711

 

(3,064

)

647

 

Brands and patents

 

9

 

(3

)

6

 

5

 

(2

)

3

 

Right of commercial operation of concession

 

 

 

 

83

 

(83

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

10,090

 

(9,593

)

497

 

7

 

 

7

 

Assets in progress

 

10,090

 

(9,593

)

497

 

7

 

 

7

 

Intangible, net — Holding company

 

13,893

 

(12,912

)

981

 

3,806

 

(3,149

)

657

 

 

 

 

Jan. 1, 2011

 

Holding company

 

Historic
cost

 

Accumulated
amortization

 

Residual
value

 

In service

 

13,323

 

(12,490

)

833

 

Useful life defined

 

 

 

 

 

 

 

Software use rights

 

3,808

 

(2,978

)

830

 

Brands and patents

 

5

 

(2

)

3

 

Right of commercial operation of concession

 

9,510

 

(9,510

)

 

 

 

 

 

 

 

 

 

Under construction

 

5

 

 

5

 

Assets in progress

 

5

 

 

5

 

Intangible, net — Holding company

 

13,328

 

(12,490

)

838

 

 

139



Table of Contents

 

 

 

2012

 

2011

 

Consolidated

 

Historic
cost

 

Accumulated
amortization

 

Residual
value

 

Historic
cost

 

Accumulated
amortization

 

Residual
value

 

In service

 

10,641,561

 

(7,154,063

)

3,487,498

 

10,607,051

 

(6,725,068

)

3,881,983

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

 

Temporary easements

 

41,588

 

(1,766

)

39,822

 

34,248

 

(1,585

)

32,663

 

Paid concession contract

 

51,908

 

(10,259

)

41,649

 

31,974

 

(8,742

)

23,232

 

Right of commercial operation of concession

 

10,325,389

 

(6,965,963

)

3,359,426

 

10,361,482

 

(6,571,998

)

3,789,484

 

Others

 

222,676

 

(176,075

)

46,601

 

179,347

 

(142,743

)

36,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

985,983

 

 

985,983

 

1,522,123

 

 

1,522,123

 

Assets in progress

 

985,983

 

 

985,983

 

1,522,123

 

 

1,522,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets — Consolidated

 

11,627,544

 

(7,154,063

)

4,473,481

 

12,129,174

 

(6,725,068

)

5,404,106

 

 

 

 

Jan. 1, 2011

 

Consolidated

 

Historic cost

 

Accumulated
amortization

 

Residual
value

 

In service

 

3,368,808

 

(143,585

)

3,225,223

 

Useful life defined

 

 

 

 

 

 

 

Temporary easements

 

63,704

 

(2,245

)

61,459

 

Paid concession contract

 

32,034

 

(7,698

)

24,336

 

Right of commercial operation of concession

 

3,110,096

 

 

3,110,096

 

Others

 

162,974

 

(133,642

)

29,332

 

 

 

 

 

 

 

 

 

Under construction

 

1,722,954

 

 

1,722,954

 

Assets in progress

 

1,722,954

 

 

1,722,954

 

 

 

 

 

 

 

 

 

Net intangible assets — Consolidated

 

5,091,762

 

(143,585

)

4,948,177

 

 

The movement in Consolidated Intangible Assets in 2012 is as follows:

 

Consolidated

 

Balance on
Jan. 1, 2011

 

Balance on
Dec. 31,
2011

 

Additions

 

Written
off

 

Amortization

 

Transfers

 

Balance on
Dec. 31,
2012

 

In service

 

3,225,223

 

3,881,983

 

(93,563

)

(80,599

)

(611,962

)

391,639

 

3,487,498

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Temporary easements

 

61,459

 

32,663

 

 

 

(179

)

7,338

 

39,822

 

- Paid concessions

 

24,336

 

23,232

 

 

(1,220

)

(1,331

)

20,968

 

41,649

 

- Assets of the concession

 

3,110,096

 

3,789,484

 

(93,563

)

(79,379

)

(602,156

)

345,040

 

3,359,426

 

- Others

 

29,332

 

36,604

 

 

 

(8,296

)

18,293

 

46,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

1,722,954

 

1,522,123

 

1,706,366

 

(2,961

)

 

(2,239,545

)

985,983

 

- Assets in progress

 

1,722,954

 

1,522,123

 

1,706,366

 

(2,961

)

 

(2,239,545

)

985,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets — Consolidated

 

4,948,177

 

5,404,106

 

1,612,803

 

(83,560

)

(611,962

)

(1,847,906

)

4,473,481

 

 

On September 11, 2012 the Brazilian government issued Provisional Measure 579, which deals with renewals of concessions.  For more details please see Note 4.

 

The process of Tariff Review of the subsidiary Cemig D takes place every five years, through a process of economic evaluation, in which the tariffs of the distribution concessions of the company in the state of Minas Gerais are decided. Within the process of tariff review, the Regulatory Remuneration Base (Base Regulatória de Remuneração, or “BRR”), related to the assets linked to the concession, is decided.

 

140



Table of Contents

 

On March 11, 2013, the Economic and Financial Supervision Department (Superintendência de Fiscalização Econômico Financeira, or SSF) of Aneel, through Dispatch 689, published the preliminary BRR of Cemig D, in the amount of R$ 5,111,837. Soon after the publication of the preliminary BRR, the Company’s Management began discussions with Aneel with the intention of demonstrating technically to Aneel the need for the said amount to be revised. Considering that the amount preliminarily disclosed by Aneel is likely to be modified and that, in the opinion of Management, the published amount was significantly lower than the value at which the homologation ought to be made, Management does not have sufficient elements to determine whether there would be a need for adjustments to the financial statements of Cemig D dated December 31, 2012, which were originally filed on March 28, 2013.

 

On April 5, 2013, a meeting of the Council of Aneel homologated the revised BRR of Cemig D, in the amount of R$ 5,511,768, which is R$ 399,931 higher than the BRR that was preliminarily published. The company is now awaiting the judgment on the first appeal submitted to Aneel, in which it states its disagreement as to certain criteria and values adopted by Aneel in the decision on the preliminary BRR that was published. Aneel has not yet considered this appeal. Additionally, the Company will submit a further appeal to Aneel questioning certain criteria and values of the BRR that were decided on April 5, 2013, since the amounts taken into account in the revised BRR, principally related to the Company’s expenditure on the Light for Everyone (Luz Para Todos) Program are still substantially inferior to those in fact incurred in the execution of this program. Management continues to expect that, when these appeals have been considered by Aneel, criteria and values defined by Aneel for the BRR will be revised, which will result in a higher amount than the one recently presented.

 

In view of the matter in the previous paragraph, Management has recalculated the impacts of this new BRR on the composition of the financial and intangible assets of its concessions, and concluded, based on its best estimates, that adjustments to the balances of these accounts, presented in the Company’s financial statements at December 31, 2012, are not necessary.

 

Assets of the Concession

 

Pursuant to Technical Interpretation ICPC 01 — Accounting for concessions, the portion of the distribution infrastructure that will be amortized during the concession, comprising the assets of distribution, net of the interests held by consumers (“Special Obligations”), is reported in Intangible assets.

 

Aneel, under the Brazilian regulatory framework, is responsible for establishing and periodically reviewing useful economic life estimates for generation and transmission assets in the electricity sector. The useful life estimates established by Aneel are used in the processes of reviewing tariff rates and calculating the indemillionification amounts due to concession holders at the end of the concession period, and are recognized as a reasonable estimate of the useful life of the assets of the concession.

 

141



Table of Contents

 

Hence these rates were used as a basis for valuation and amortization of the intangible assets.

 

The intangible assets Temporary easements, Concessions granted for payment, Right of commercial operation of concessions, and Others, are amortized by the straight-line method and the rates used are those set by Aneel. The Company has not identified indications of impairment of its intangible assets, which have defined useful lives. The Company has no intangible assets with non-defined useful life.

 

Cost of loans

 

The Company transferred to Intangible assets the costs of loans and financings linked to works, in the amount of R$ 30,500, on December 31, 2012.

 

17.           SUPPLIERS

 

 

 

Consolidated

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Current

 

 

 

 

 

 

 

Electricity on spot market — CCEE

 

78,686

 

28,394

 

28,313

 

Charges for use of grid

 

118,472

 

106,272

 

88,526

 

Electricity bought for resale

 

847,763

 

428,443

 

494,348

 

Generation from Itaipu

 

218,728

 

197,846

 

155,956

 

Gas purchased for resale

 

33,934

 

28,711

 

22,565

 

Materials and services

 

437,879

 

400,182

 

331,301

 

 

 

1,735,462

 

1,189,848

 

1,121,009

 

 

18.           TAXES AND SOCIAL CONTRIBUTION TAX

 

a)                 Taxes and contributions

 

The non-current Pasep and Cofins obligations refer to the legal proceedings challenging the constitutionality of inclusion of the ICMS tax in the basis of calculation of the taxable amount for these taxes. The action also applies for offsetting of the amounts paid in the last 10 years. The Company and its subsidiaries Cemig D (Distribution) and Cemig GT (Generation and Transmission) obtained interim relief from the court allowing them not to make the payment and authorizing payment through court deposits since 2008, and maintained this procedure until August 2011.  As from that date, the Company decided to pay the taxes monthly, in spite of continuing to dispute the basis of calculation in the courts.

 

142



Table of Contents

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2010

 

2012

 

2011

 

2010

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax

 

370,794

 

329,696

 

277,202

 

18,091

 

18,091

 

18,095

 

Cofins tax

 

117,931

 

94,662

 

65,803

 

31,907

 

11,636

 

9,947

 

Pasep tax

 

25,748

 

20,742

 

10,738

 

6,927

 

2,526

 

2,159

 

Social security system

 

23,805

 

24,641

 

23,267

 

1,761

 

2,130

 

1,887

 

Others

 

30,730

 

46,812

 

26,523

 

1,433

 

1,357

 

748

 

 

 

569,008

 

516,553

 

403,533

 

60,119

 

35,740

 

32,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Cofins tax

 

679,910

 

683,332

 

530,638

 

 

 

 

Pasep tax

 

147,596

 

148,355

 

115,189

 

 

 

 

Others

 

175,795

 

65,400

 

46,976

 

 

 

 

 

 

1,003,301

 

897,087

 

692,803

 

 

 

 

 

 

1,572,309

 

1,413,640

 

1,096,336

 

60,119

 

35,740

 

32,836

 

 

b)                 Income tax and Social Contribution tax, Current

 

 

 

Consolidated

 

 

 

2012

 

2011

 

2010

 

Current

 

 

 

 

 

 

 

Income tax

 

97,556

 

86,753

 

111,713

 

Social Contribution tax

 

29,631

 

42,631

 

25,322

 

 

 

127,187

 

129,384

 

137,035

 

 

143



Table of Contents

 

19.            LOANS, FINANCINGS AND DEBENTURES

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Principal

 

 

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Financing source

 

maturity

 

Annual financing cost, %

 

Currency

 

Current

 

Non-current

 

Total

 

Total

 

Total

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABILLION Amro Real (3)

 

2013

 

6%

 

US$:

 

25,603

 

 

25,603

 

46,989

 

62,597

 

Banco do Brasil — Various bonds (1)

 

2024

 

Various

 

US$:

 

5,503

 

21,327

 

26,830

 

34,826

 

51,035

 

BILLIONP Paribas

 

2012

 

5.89%

 

EURO

 

 

 

 

1,387

 

3,809

 

KfW

 

2016

 

4.50%

 

EURO

 

1,778

 

5,333

 

7,111

 

8,028

 

8,817

 

Federal Treasury (5)

 

2024

 

Various

 

US$

 

2,734

 

10,472

 

13,206

 

16,893

 

19,414

 

InterAmerican Development Bank (IDB) (7)

 

2026

 

2.12%

 

US$

 

1,803

 

34,390

 

36,193

 

35,529

 

33,873

 

BILLIONP 36 MM — Euros

 

2014

 

3.98%

 

EURO

 

239

 

30,856

 

31,095

 

27,882

 

 

Merrill Lynch — US$ 50 MM

 

2016

 

2.59%

 

US$

 

107

 

33,180

 

33,287

 

30,570

 

 

Citi Bank — US$ 100 MM

 

2018

 

2.46%

 

US$

 

405

 

119,451

 

119,856

 

 

 

IDB (16)

 

2022

 

Libor + 1.7 to 2.2% p.a.

 

US$

 

6,796

 

76,729

 

83,525

 

52,902

 

 

IDB (16)

 

2023

 

Libor + 1.5 to 1.88% p.a.

 

US$

 

13,104

 

129,638

 

142,742

 

92,561

 

 

Others

 

2019

 

Various

 

Various

 

7,692

 

852

 

8,544

 

11,340

 

11,722

 

Debt in foreign currency

 

 

 

 

 

 

 

65,764

 

462,228

 

527,992

 

358,907

 

191,267

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 

2017

 

108.33% of CDI

 

R$

 

206,186

 

 

206,186

 

 

 

 

Banco do Brasil

 

2017

 

108% of CDI

 

R$

 

4,902

 

442,348

 

447,250

 

591,951

 

887,523

 

Banco do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

28,061

 

 

28,061

 

56,844

 

85,063

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

132,842

 

 

132,842

 

136,566

 

135,276

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

813,973

 

300,000

 

1,113,973

 

1,224,881

 

1,223,789

 

Banco do Brasil

 

2013

 

10.83%

 

R$

 

793,153

 

 

793,153

 

706,796

 

630,494

 

Banco do Brasil

 

2014

 

98.5% of CDI

 

R$

 

102,389

 

373,501

 

475,890

 

436,637

 

 

Banco do Brasil

 

2012

 

106.00 of CDI

 

R$

 

 

 

 

99,779

 

 

Banco do Brasil

 

2013

 

104.08% of CDI

 

R$

 

664,075

 

 

664,075

 

 

 

Banco do Brasil

 

2013

 

105.00% of CDI

 

R$

 

1,083,159

 

 

1,083,159

 

 

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

78,949

 

 

78,949

 

158,837

 

235,052

 

Banco Itaú BBA

 

2014

 

CDI + 1.70

 

R$

 

1,914

 

 

1,914

 

2,955

 

3,875

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

26,253

 

 

26,253

 

53,415

 

77,020

 

Brazilian Development Bank (BNDES)

 

2026

 

TJLP+2.34

 

R$

 

7,935

 

96,020

 

103,955

 

111,678

 

119,336

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

548

 

455

 

1,003

 

1,550

 

1,366

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

97,570

 

 

97,570

 

198,181

 

296,286

 

Bradesco

 

2011

 

105.50 of CDI

 

R$

 

 

 

 

 

350,890

 

Bradesco

 

2012

 

106.00 of CDI

 

R$

 

 

 

 

990,142

 

 

Bradesco

 

2013

 

103.00 of CDI

 

R$

 

600,813

 

 

600,813

 

 

 

Eletrobras

 

2013

 

FINEL + 7.50 to 8.50

 

R$

 

12,998

 

 

12,998

 

25,603

 

36,724

 

Eletrobras

 

2023

 

UFIR. RGR + 6.00 to 8.00

 

R$

 

69,345

 

320,770

 

390,115

 

428,238

 

373,365

 

Santander do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

20,128

 

 

20,128

 

40,451

 

60,641

 

Unibanco

 

2013

 

CDI + 1.70%

 

R$

 

79,697

 

 

79,697

 

161,272

 

240,879

 

Unibanco (2)

 

2013

 

CDI + 1.70%

 

R$

 

19,562

 

 

19,562

 

40,085

 

59,503

 

Itaú and Bradesco (4)

 

2015

 

CDI + 1.70%

 

R$

 

 

 

 

819,996

 

890,517

 

Banco do Brasil (8)

 

2020

 

TJLP + 2.55%

 

R$

 

2,733

 

17,303

 

20,036

 

22,768

 

25,500

 

Unibanco (8)

 

2020

 

TJLP + 2.55%

 

R$

 

705

 

4,368

 

5,073

 

5,768

 

6,460

 

CCB Bradesco (5)

 

2017

 

CDI + 0.85%

 

R$

 

26,198

 

97,420

 

123,618

 

149,820

 

120,242

 

ABILLION AMRO Real (5)

 

2014

 

CDI + 0.95%

 

R$

 

692

 

25,980

 

26,672

 

27,005

 

21,541

 

BNDES (5)

 

2019

 

TLJP

 

R$

 

81,762

 

324,300

 

406,062

 

371,729

 

189,686

 

BNDES — onlending (11)

 

2033

 

TJLP

 

R$

 

1,762

 

387,475

 

389,237

 

349,505

 

262,420

 

Amazonia — FNO (11)

 

2031

 

10% p.a.

 

R$

 

96

 

57,437

 

57,533

 

354,783

 

316,159

 

BNDES (11)

 

2033

 

TJLP + 2.40%

 

R$

 

1,277

 

377,635

 

378,912

 

54,807

 

 

BNDES — Principal Subcredits A/B/C/D (16)

 

2015

 

Various

 

R$

 

5,572

 

61,325

 

66,897

 

66,932

 

365,577

 

BNDES (12)

 

2024

 

TJLP +2.15%

 

R$

 

3,160

 

33,853

 

37,013

 

39,961

 

42,119

 

CEF (13)

 

2022

 

TJLP + 3.50%

 

R$

 

7,404

 

54,297

 

61,701

 

64,784

 

67,128

 

CEF (14)

 

2021

 

TJLP + 3.50%

 

R$

 

6,056

 

43,391

 

49,447

 

52,109

 

54,157

 

CEF (15)

 

2022

 

TJLP + 3.50%

 

R$

 

9,809

 

80,925

 

90,734

 

95,267

 

96,601

 

BNDES (16)

 

2019

 

Various

 

R$

 

43,023

 

188,264

 

231,287

 

210,744

 

14,147

 

Syndicate of banks (16)

 

2015

 

CDI + 0.90%

 

R$

 

7,043

 

 

7,043

 

18,462

 

27,696

 

CEF (16)

 

2016

 

117.5% of CDI

 

R$

 

1,804

 

4,502

 

6,306

 

10,585

 

12,904

 

Promissory notes (Itaú) (16)

 

2012

 

105.50 of CDI

 

R$

 

 

 

 

669,132

 

 

BNDES — CemigTelecom (18)

 

2017

 

Various

 

R$

 

9,070

 

34,697

 

43,767

 

51,972

 

48,539

 

BNDES (22)

 

2028

 

URTJ+1.97%

 

R$

 

4,010

 

57,561

 

61,571

 

49,588

 

 

Others

 

2025

 

Various

 

R$

 

36,597

 

279,532

 

316,129

 

298,809

 

90,245

 

Debt in Brazilian currency

 

 

 

 

 

 

 

5,093,225

 

3,663,359

 

8,756,584

 

9,250,387

 

7,468,720

 

Total of loans and financings

 

 

 

 

 

 

 

5,158,989

 

4,125,587

 

9,284,576

 

9,609,294

 

7,659,987

 

 

144



Table of Contents

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Principal

 

Annual financial

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Financing source

 

maturity

 

cost, %

 

Currency

 

Current

 

Non-current

 

Total

 

Total

 

Total

 

Debentures — Minas Gerais State Government (6) (9)

 

2031

 

IGP-M Index

 

R$

 

 

52,758

 

52,758

 

46,896

 

37,083

 

Debentures (6)

 

2014

 

IGP-M + 10.50

 

R$

 

401,359

 

 

401,359

 

372,697

 

354,638

 

Debentures (6)

 

2017

 

IPCA + 7.96

 

R$

 

530,287

 

 

530,287

 

502,648

 

472,333

 

Debentures (6)

 

2011

 

104.00 of CDI

 

R$

 

 

 

 

 

243,038

 

Debentures (6)

 

2012

 

CDI + 0.90

 

R$

 

 

 

 

1,754,714

 

1,725,974

 

Debentures (6)

 

2015

 

IPCA + 7.68

 

R$

 

542,459

 

902,131

 

1,444,590

 

1,367,937

 

1,284,860

 

Debentures (6)

 

2017

 

CDI + 0.90

 

R$

 

37,549

 

479,847

 

517,396

 

 

 

Debentures (6)

 

2022

 

IPCA + 6.20

 

R$

 

41,035

 

697,850

 

738,885

 

 

 

Debentures (6)

 

2019

 

IPCA + 6.00

 

R$

 

11,843

 

208,368

 

220,211

 

 

 

Debentures — 1st issue (6) (23)

 

2013

 

106.00% of CDI

 

R$

 

31,743

 

 

31,743

 

 

 

Private debentures — BNDESPar (6) (17)

 

2016

 

8.62%

 

R$

 

29,548

 

82,709

 

112,257

 

131,225

 

158,373

 

Public debentures — CVM 476/09 (6) (17)

 

2015

 

7.87%

 

R$

 

543

 

59,570

 

60,113

 

 

 

 

Debentures — Taesa (6) (16)

 

2015

 

CDI + 1.30%

 

R$

 

55,546

 

99,642

 

155,188

 

206,429

 

205,292

 

Debentures — Taesa (6) (16)

 

2015

 

IPCA + 7.91%

 

R$

 

46,845

 

84,862

 

131,707

 

163,169

 

151,604

 

Debentures — Taesa (6) (16)

 

2017

 

106.00 of CDI

 

R$

 

663

 

352,567

 

353,230

 

462,636

 

462,169

 

Debentures — Taesa (6) (16)

 

2017

 

CDI + 0.78%

 

R$

 

4,514

 

288,042

 

292,556

 

 

 

Debentures — Taesa (6) (16)

 

2020

 

IPCA + 4.85% p.a.

 

R$

 

3,395

 

348,802

 

352,197

 

 

 

Debentures — Taesa (6) (16)

 

2024

 

IPCA + 5.10% p.a.

 

R$

 

3,159

 

308,776

 

311,935

 

 

 

Debentures (10) (6)

 

2016

 

CDI + 1.30%

 

R$

 

3,332

 

22,224

 

25,556

 

13,281

 

 

Debentures (19) (6)

 

2016

 

CDI + 1.30%

 

R$

 

20,813

 

46,535

 

67,348

 

88,148

 

 

Debentures (20) (6)

 

2016

 

CDI + 1.30%

 

R$

 

44,239

 

159,193

 

203,432

 

167,035

 

 

Debentures (21) (6)

 

2016

 

112.5% of CDI

 

R$

 

7,176

 

21,035

 

28,211

 

35,124

 

 

Debentures (6) (11)

 

2013

 

IPCA

 

R$

 

80,613

 

78,905

 

159,518

 

207,094

 

182,188

 

Debentures — Light Energia 3rd issue (5) (6)

 

2026

 

CDI + 1.18%

 

R$

 

55

 

9,692

 

9,747

 

 

 

Debentures — Renova — Light Energia(5) (6)

 

2022

 

CDI + 1.51%

 

R$

 

 

21,449

 

21,449

 

 

 

Debentures — Guanhães — Light Energia (5) (6)

 

2013

 

CDI + 0.39%

 

R$

 

10,729

 

 

10,729

 

 

 

Debentures I and IV (5) (6)

 

2015

 

TJLP + 4.00%

 

R$

 

6

 

10

 

16

 

22

 

22

 

Debentures V (5) (6)

 

2014

 

CDI + 1.50%

 

R$

 

29,937

 

36,563

 

66,500

 

241,759

 

210,287

 

Debentures VI (5) (6)

 

2011

 

115% of CDI

 

R$

 

 

 

 

 

78,642

 

Debentures VI I (5) (6)

 

2016

 

CDI + 1.35%

 

R$

 

2,604

 

210,613

 

213,217

 

214,400

 

 

Debentures VIII (5) (6)

 

2026

 

CDI +1.18%

 

R$

 

862

 

152,495

 

153,357

 

 

 

Debentures Light Energia (5) (6)

 

2016

 

CDI + 1.45%

 

R$

 

1,044

 

55,608

 

56,652

 

57,074

 

 

Debentures Light Energia II (5) (6)

 

2019

 

CDI +1.18%

 

R$

 

4,068

 

137,501

 

141,569

 

137,487

 

 

Itaú BBA Debentures (6) (24)

 

2017

 

CDI + 0.9875% p.a.

 

R$

 

679

 

10,830

 

11,509

 

 

 

Itaú BBA Debentures (6) (25)

 

2017

 

CDI + 0.9875% p.a.

 

R$

 

672

 

9,840

 

10,512

 

 

 

Total, debentures

 

 

 

 

 

 

 

1,947,317

 

4,938,417

 

6,885,734

 

6,169,775

 

5,566,503

 

Overall total — Consolidated

 

 

 

 

 

 

 

7,106,306

 

9,064,004

 

16,170,310

 

15,779,069

 

13,226,490

 

 


(1)                            Interest rates vary: 2.00% to 8.00% p.a.; 6-month Libor plus spread of 0.81% to 0.88% p.a.

(2)                            Loan from parent company.

(3)                            Swaps for exchange of rates were contracted. The rate for the loans and financings taking the swaps into account is: CDI + 1.50% p.a..

(4)                            Refers to the senior units of the receivables funds.  For more information please see Explanatory Note 12 to the consolidated financial statements.

(5)                            Loans, financings and debentures of Light.

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

(7)                            Financing of Transchile.

(8)                            Financing of Cachoeirão.

(9)                            Contracts adjusted to present value, as per CPC (Accounting Pronouncement) 12.

(10)                       Loan contracted by the jointly-controlled subsidiary Empresa Catarinense de Transmissão de Energia S.A — ECTE.

(11)                       Loan contracted by the jointly-controlled subsidiary Madeira Energia S.A..

(12)                       Loan contracted by the jointly-controlled subsidiary Hidrelétrica Pipoca S.A.

(13)                       Loan contracted by the jointly-controlled subsidiary Praia de Morgado S.A.

(14)                       Loan contracted by the jointly-controlled subsidiary Praias de Parajuru S.A.

(15)                       Loan contracted by the jointly-controlled subsidiary Volta do Rio S.A.

(16)                       Loan contracted by the jointly-controlled subsidiary Taesa.

(17)                       Financing of Gasmig.

(18)                       Loan contracted by Cemig Telecom.

(19)                       Loan contracted by the jointly-controlled subsidiary Empresa Norte de Transmissão de Energia S.A — ENTE.

(20)                       Loan contracted by the jointly-controlled subsidiary Empresa Amazonense de Transmissão de Energia S.A — EATE.

(21)                       Loan contracted by the jointly-controlled subsidiary Empresa Paraense de Transmissão de Energia S.A — ETEP.

(22)                       Loan contracted by the jointly-controlled subsidiary LightGer.

(23)                       Loan contracted by the jointly-controlled subsidiary Guanhães Energia.

(24)                       Loan contracted by the jointly-controlled subsidiary Transudeste.

(25)                       Loan contracted by the jointly-controlled subsidiary Transirapé.

 

145



Table of Contents

 

GUARANTEES

 

The guarantees of the debtor balance on loans and financings, on December 31, 2012, were as follows:

 

 

 

R$

 

Promissory Notes and Sureties

 

3,223,094

 

Receivables

 

31,684

 

Unsecured

 

4,914,371

 

Lien on shares

 

1,423,299

 

Chattel mortgage

 

361,399

 

Contractual, unsecured

 

4,426,390

 

Real

 

1,469,827

 

Floating charges

 

320,246

 

TOTAL

 

16,170,310

 

 

The consolidated composition of Loans, by currency and indexor, with the respective amortization, not taking into account the transfer of amounts to non-current due to non-compliance with a covenant, as mentioned in sub-clause “a”, is as follows:

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

After
2019

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

63,747

 

46,282

 

35,242

 

105,418

 

67,555

 

31,314

 

28,807

 

111,421

 

489,786

 

Euro

 

2,017

 

32,634

 

1,778

 

1,777

 

 

 

 

 

38,206

 

 

 

65,764

 

78,916

 

37,020

 

107,195

 

67,555

 

31,314

 

28,807

 

111,421

 

527,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA = Amplified Consumer Price Index.

 

733,081

 

488,471

 

678,733

 

177,034

 

176,168

 

220,498

 

220,510

 

1,202,140

 

3,896,635

 

UFIR / RGR (Fiscal Reference Unit)

 

69,614

 

75,386

 

61,592

 

50,099

 

40,490

 

35,610

 

23,715

 

35,336

 

391,842

 

Selic rate

 

1,279

 

1,157

 

189

 

 

 

 

 

 

2,625

 

CDI (Interbank CDs)

 

3,966,447

 

1,137,130

 

621,673

 

549,165

 

1,146,872

 

17,072

 

26,932

 

101,916

 

7,567,207

 

Eletrobras Internal Index — Finel

 

12,998

 

 

 

 

 

 

 

 

12,998

 

URTJ/TJLP (*)

 

177,287

 

189,135

 

175,006

 

206,911

 

200,220

 

187,050

 

151,591

 

800,368

 

2,087,568

 

IGP-M Inflation Index

 

23,343

 

380,678

 

1,669

 

1,409

 

862

 

832

 

832

 

57,074

 

466,699

 

UMBNDES (**)

 

31,835

 

31,822

 

32,014

 

30,921

 

16,629

 

9,423

 

7,101

 

3,176

 

162,921

 

Others (IGP-DI, INPC) (***)

 

2,293

 

 

578

 

732

 

731

 

521

 

 

 

4,855

 

TR reference rate

 

1,534

 

382

 

96

 

 

 

 

 

 

2,012

 

No indexor

 

826,867

 

32,649

 

94,748

 

31,253

 

6,076

 

5,961

 

5,843

 

43,559

 

1,046,956

 

 

 

5,846,578

 

2,336,810

 

1,666,298

 

1,047,524

 

1,588,048

 

476,967

 

436,524

 

2,243,569

 

15,642,318

 

 

 

5,912,342

 

2,415,726

 

1,703,318

 

1,154,719

 

1,655,603

 

508,281

 

465,331

 

2,354,990

 

16,170,310

 

 


( * )         URTJ = Interest Rate Reference Unit for adjustment by TJLP.

( ** )       UMBNDES = BNDES Monetary Unit.

( *** )     IGP-DI = IGP-DI (General Price Index — Domestic Availability) inflation index.

 

Variations in the principal currencies and indexors used for monetary updating of loans and financings were as follows:

 

Currency

 

Change in
full year
2012

 

Change in
full year
2011

 

Change in
full year
2010

 

Indexors

 

Change in
full year
2012

 

Change in
full year
2011

 

Change in
full year
2010

 

US dollar

 

8.94

 

12.58

 

(4.31

)

IGP-M index

 

7.82

 

5.10

 

11.32

 

Euro

 

10.73

 

9.25

 

(11.14

)

CDI rate

 

8.37

 

11.64

 

9.71

 

 

 

 

 

 

 

 

 

Selic rate

 

8.49

 

11.67

 

9.81

 

 

 

 

 

 

 

 

 

IPCA index

 

5.84

 

6.50

 

5.63

 

 

146



Table of Contents

 

The movement in loans, financings and debentures was as follows:

 

 

 

Consolidated

 

Holding company

 

Balance on January 1, 2011

 

13,226,490

 

410,393

 

Balance on December 31, 2011

 

15,779,069

 

1,030,227

 

Acquisition of jointly-controlled subsidiaries — Initial balance

 

296,252

 

 

Reduction of equity interests in subsidiaries

 

(648,414

)

 

Loans and financings obtained

 

7,195,242

 

1,081,105

 

Capitalization

 

6,094

 

 

Monetary and exchange rate variation

 

290,402

 

 

Financial charges provisioned

 

1,298,821

 

110,586

 

Financial charges paid

 

(1,208,844

)

(100,800

)

Amortization of financings

 

(6,838,312

)

(1,018,397

)

Balance on December 31, 2012

 

16,170,310

 

1,102,721

 

 

The consolidated totals of funds raised in 2012 are as follows:

 

Lenders

 

Principal maturity

 

Annual financial cost, %

 

Amount raised

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

Citibank (Sesa)

 

2018

 

Libor + 1.66

 

52,648

 

Citibank (Energia)

 

2018

 

Libor + 1.66

 

42,327

 

Citibank (Sesa)

 

2018

 

Libor + 1.66

 

12,950

 

Citibank (Energia)

 

2018

 

Libor + 1.66

 

10,411

 

Total funds raised in non-Brazilian currency

 

 

 

 

 

118,336

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

Banco do Brasil (Promissory Notes)

 

2013

 

104.08 of CDI

 

640,000

 

Banco do Brasil

 

2013

 

102.50 of CDI

 

600,000

 

Banco do Brasil

 

2017

 

108.33 of CDI

 

196,247

 

Eletrobras

 

2023

 

6

 

15,250

 

Eletrobras

 

2023

 

6

 

15,250

 

Debentures — Itaú BBA — 5th Issue

 

2013

 

104 of CDI

 

513,034

 

1st Series — 3rd debenture issue

 

2017

 

CDI + 0.78

 

289,273

 

2nd Series — 3rd debenture issue

 

2020

 

IPCA + 4.85

 

345,973

 

3rd Series — 3rd debenture issue

 

2024

 

IPCA + 5.10

 

306,417

 

Bradesco

 

2013

 

106 of CDI

 

31,850

 

Debentures — SAE

 

2037

 

IPCA + 6.5

 

77,044

 

BNDES 125 600 MM

 

2028

 

TJLP + 1.97

 

11,760

 

Bradesco*

 

2012

 

103 of CDI

 

1,000,000

 

Bradesco

 

2017

 

CDI + 0.90

 

483,950

 

Bradesco

 

2022

 

IPCA + 6.20

 

676,653

 

Bradesco

 

2019

 

IPCA + 6.0

 

201,865

 

Banco do Brasil

 

2013

 

105 of CDI

 

1,081,105

 

Debentures — Pine

 

2017

 

12.65

 

19,491

 

Debentures — Votorantim

 

2017

 

12.65

 

24,363

 

Sesa Debentures 8th issue

 

2026

 

CDI + 1.18

 

121,940

 

Sesa BNDES Capex — Subcredit

 

2019

 

TJLP + 1.81–3.21

 

56,242

 

Energia — Renova — Loans

 

2029

 

TJLP and CDI

 

23,437

 

Energia — Renova — Debentures

 

2022

 

123.45 of CDI

 

17,254

 

Sesa Debentures 8th issue

 

2026

 

CDI + 1.18

 

29,993

 

Sesa BNDES Capex — Subcredit

 

2019

 

TJLP + 1.81–3.21

 

13,834

 

Itaú BBA (Debentures)

 

2017

 

CDI + 0.9875

 

10,403

 

Itaú BBA (Debentures)

 

2017

 

CDI + 0.9875

 

11,350

 

Public debentures (CVM Instruction 476/09)

 

2015

 

7.87

 

59,991

 

Debentures

 

2016

 

CDI + 1.30

 

15,174

 

Debentures

 

2016

 

CDI + 1.30

 

74,942

 

BNDES

 

2026

 

TJLP + 1.97

 

13,901

 

Others

 

Various

 

Various

 

98,920

 

Total funds raised in Brazilian currency

 

 

 

 

 

7,076,906

 

Overall total — Consolidated

 

 

 

 

 

7,195,242

 

 


* Raised and paid in 2012.

 

147



Table of Contents

 

This table gives the characteristics of the Debentures issued by the subsidiaries and jointly-controlled companies, at December 31, 2012:

 

Issuer company

 

Type

 

Type of guarantee

 

Cost, % p.a.

 

Covenants

 

Maturity

 

2012

 

2011

 

Jan. 1, 2011

 

Cemig GT(1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IGP-M index

 

None

 

2031

 

52,758

 

46,897

 

37,083

 

Cemig GT (1)  (2)

 

Non-convertible

 

None

 

IPCA + 7.68%

 

None

 

2015

 

1,444,590

 

1,367,937

 

1,284,860

 

Cemig GT (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 0.90%

 

None

 

2017

 

517,396

 

 

 

Cemig GT (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IPCA + 6.00%

 

None

 

2019

 

220,211

 

 

 

Cemig GT (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IPCA + 6.20%

 

None

 

2022

 

738,884

 

 

 

Cemig D (1)  (3)

 

Non-convertible

 

None

 

IPCA + 7.96%

 

None

 

2017

 

530,287

 

502,648

 

472,333

 

Cemig D (1)  (3)

 

Non-convertible

 

Contractual, unsecured

 

IGP-M + 10.50%

 

None

 

2014

 

401,360

 

372,697

 

354,638

 

Guanhães Energia S.A. (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

106% of CDI

 

None

 

2013

 

31,743

 

 

 

 

Gasmig (1)  (2)

 

Nominal, book-entry

 

Contractual, unsecured

 

8.62%

 

None

 

2016

 

112,257

 

131,225

 

158,373

 

Gasmig (1)  (2)

 

Nominal, book-entry

 

Contractual, unsecured

 

7.87%

 

None

 

2015

 

60,113

 

 

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.30%

 

None

 

2015

 

155,188

 

206,429

 

205,292

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IPCA + 7.91%

 

None

 

2015

 

131,707

 

163,169

 

151,604

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

106% of CDI

 

Yes

 

2017

 

353,230

 

462,635

 

462,168

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 0.78%

 

None

 

2017

 

292,556

 

 

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IPCA + 4.85% p.a.

 

None

 

2020

 

352,197

 

 

 

Taesa (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

IPCA + 5.10% p.a.

 

None

 

2024

 

311,935

 

 

 

ECTE (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.30%

 

None

 

2016

 

25,556

 

13,281

 

 

ENTE (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.30%

 

None

 

2016

 

67,348

 

88,148

 

 

EATE (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.30%

 

None

 

2016

 

203,432

 

167,035

 

 

ETEP (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

112.5% of CDI

 

None

 

2016

 

28,211

 

35,124

 

 

Madeira Energia S.A. (1)  (2)

 

Non-convertible

 

Real guarantee

 

IPCA

 

None

 

2013

 

159,518

 

207,094

 

182,188

 

Light Energia — Guanhães (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 0.39%

 

None

 

2013

 

10,729

 

 

 

Light Energia — 8th Issue (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.35%

 

None

 

2016

 

213,217

 

214,400

 

 

Light Energia — Renova (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.51%

 

None

 

2022

 

21,449

 

 

 

Light Energia — 4th Issue (1)  (2)

 

Nominal, convertible

 

Real, floating

 

TJLP + 4.00%

 

None

 

2015

 

16

 

22

 

22

 

Light Energia — 5th Issue (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.50%

 

None

 

2014

 

66,500

 

241,759

 

210,287

 

Light Energia — 2nd Issue (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.18%

 

Yes

 

2019

 

141,569

 

137,487

 

 

Light Energia — 1st Issue (2)

 

Non-convertible

 

Contractual, unsecured (with surety)

 

CDI + 1.45%

 

Yes

 

2016

 

56,652

 

57,074

 

 

Light Energia — 3rd Issue (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.18%

 

None

 

2026

 

9,747

 

 

 

Light Energia — 8th Issue (1)  (2)

 

Non-convertible

 

Contractual, unsecured

 

CDI + 1.18%

 

None

 

2026

 

153,357

 

 

 

Transudeste (1)  (2)

 

Book-entry, non-convertible convertible

 

Contractual, unsecured

 

CDI + 0.9875% p.a.

 

None

 

2017

 

11,509

 

 

 

Transirapé (1)  (2)

 

Book-entry, non-convertible convertible

 

Contractual, unsecured

 

CDI + 0.9875% p.a.

 

None

 

2017

 

10,512

 

 

 

Cemig GT (1)  (2)

 

Non-convertible

 

Contractual, unsecured (Holding Co. surety)

 

CDI + 0.90%

 

None

 

2012

 

 

1,754,714

 

1,725,974

 

Light Energia (1)  (2)

 

Non-convertible

 

None

 

115% +CDI

 

None

 

2011

 

 

 

78,642

 

Cemig GT (1)  (2)

 

Non-convertible

 

None

 

104.00% of CDI

 

None

 

2011

 

 

 

243,039

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

6,885,734

 

6,169,775

 

5,566,503

 

 


(1) Without renegotiation clause; no debentures are held in Treasury.

(2) All covenants were complied with.

(3) All covenants were not complied with.

 

a)                 Restrictive covenant clauses

 

Cemig and its subsidiaries Cemig D (Distribution) and Cemig GT (Generation and Transmission) have contracts for loans and financings with restrictive covenant clauses, requiring compliance on June 30 and December 31 of each year.

 

148



Table of Contents

 

The principal restrictive covenants are as follows:

 

Covenant

 

Index required

 

Cemig

 

 

 

Ebitda / Interest

 

3.0 or more

 

Debt / Ebitda

 

2.5 or less

 

 

 

 

 

Cemig D

 

 

 

Debt / Ebitda

 

2.5 or less

 

Debt / Ebitda

 

3.36 or less

 

Current debt / Ebitda

 

200% or less

 

Debt / (Stockholders’ equity + Debt)

 

62% or less

 

Ebitda / Cost of debt

 

2.3 or more

 

Ebitda / Interest

 

3.0 or more

 

Capital expenditure / Ebitda

 

96% or less

 

 

 

 

 

Cemig GT

 

 

 

Net Debt / Ebitda

 

3,25 or less

 

Current debt / Ebitda

 

90% or less

 

Debt / (Stockholders’ equity + Debt)

 

61% or less

 

Ebitda / Cost of debt

 

2.6 or more

 

Capital expenditure / Ebitda

 

60% or less

 

 

Net debt =                                        Sum of short and long-term remunerated financial obligations (loans, financings and debentures), less the balance of cash and cash equivalents.  It should be pointed out that Net debt is not a measurement recognized by Brazilian GAAP or by IFRS, does not have a standard meaning and could be non-comparable to measures with similar titles supplied by other Companies.

Current debt =                Sum of short-term remunerated financial obligations (loans, financings and debentures).

Ebitda:                                                      Ebitda is a non-accounting measure prepared by the Company, extracted from its financial statements, following the specifications in CVM Circular SNC/SEP 01/2007 and CVM Instruction 527 of October 4, 2012, It comprises: net profit, adjusted for the effects of net financial revenue (expenses), depreciation and amortization and income tax and the Social Contribution tax.  Ebitda is not a measure recognized by Brazilian GAAP or by IFRS; it does not have a standard meaning; and it may be non-comparable with measures with similar titles provided by other companies.  Ebitda should not be considered in isolation or as a substitution for net profit or operational profit nor as an indicator of operational performance or cash flow nor to measure liquidity nor the capacity for payment of debt. Specific criteria for the calculation of Ebitda are made in some contracts, with some variations from this formula.

 

On December 31, 2012 some of the restrictive covenant clauses were not complied with. The Company is in the process of obtaining a waiver from the creditors so that immediate or early payment is not demanded of the amounts due at December 31, 2012.

 

The company expects to obtain the consents, but since this will take place after December 31, 2012, the contracts which have covenants that were not complied with are recognized in Current liabilities. The amount transferred to Current liabilities as a result of the covenant clauses not complied with was R$ 1,206,091.

 

b)                 Debentures

 

The debentures issued by the subsidiaries and jointly-controlled subsidiaries are non-convertible.

 

c)                  Issues of Promissory Notes by Cemig D

 

On July 2, 2012, Cemig D made its 5th issue of Commercial Promissory Notes, for public distribution, under CVM Instruction 476 of January 16, 2009, in the amount of R$ 640 million.

 

149



Table of Contents

 

Sixty-four Promissory Notes were issued, each with nominal unit value of R$ 10 million (“the Promissory Notes”), with maturity on June 27, 2013. The Promissory Notes are remunerated by interest corresponding to 104.08% of the DI rate.  The Notes have a surety guarantee from Cemig.

 

The issue of the Promissory Notes was approved by a meeting of the Board of Directors on June 5, 2012.  The funds raised from the offering were allocated to financing of investments already carried out or to be carried out, payment of debts contracted, and/or strengthening of the Company’s working capital.

 

20.           REGULATORY CHARGES

 

 

 

Consolidated

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Global Reversion Reserve — RGR

 

74,934

 

58,930

 

46,086

 

Fuel Consumption Account — CCC

 

32,590

 

68,492

 

51,438

 

CDE — Energy Development Account

 

51,736

 

45,436

 

35,264

 

Eletrobrás — Compulsory loan

 

1,207

 

1,207

 

1,210

 

Aneel inspection charge

 

4,808

 

4,631

 

3,764

 

Energy Efficiency

 

149,821

 

147,724

 

157,488

 

Research and Development

 

174,230

 

216,524

 

196,191

 

Energy System Expansion Research

 

5,121

 

4,093

 

3,847

 

National Scientific and Technological Development Fund

 

8,382

 

7,803

 

7,704

 

Proinfa Alternative Energy Program

 

25,703

 

22,772

 

17,755

 

Emergency capacity charge

 

49,263

 

49,319

 

3,022

 

0.30% additional payment — Law 12111/09

 

4,677

 

3,500

 

3,127

 

 

 

582,472

 

630,431

 

526,896

 

 

 

 

 

 

 

 

 

Current liabilities

 

412,840

 

368,229

 

384,415

 

Non-current liabilities

 

169,632

 

262,202

 

142,481

 

 

21.           POST-RETIREMENT LIABILITIES

 

Forluz — the Cemig pension fund

 

The Company sponsors a pension plan, administered by Fundação Forluminas de Seguridade Social — FORLUZ (Forluminas Social Security Foundation, or “Forluz”), a non-profit legal entity the object of which is to provide the plan’s associates and participants, and their dependents and beneficiaries, with additional financial income to complement their retirement, depending on the Forluz pension plan to which they are subscribed.

 

On December 31, 2004, the actuarial obligations and plan assets were separated and allocated to the entities of Cemig, Cemig GT and Cemig D, based on their respective employee proportions of the Company’s total workforce.

 

Forluz makes the following supplementary pension plan benefits available to its participants:

 

150



Table of Contents

 

Mixed Benefits Plan (“Plan B”): This plan operates as a defined-contribution plan during the phase of accumulation of funds for retirement benefits for normal time. The plan operates as a defined-benefit plan, providing disability and life insurance benefits for active employees and receipt of benefits for time contributed. The Sponsors match the basic monthly contributions of the participants. Plan B is the only plan open to enrollment by new participants.

 

Pension Benefits Balances Plan (“Plan A”): This plan includes all currently employed and assisted participants who elected to migrate from the Company’s previously sponsored defined benefit plan, and are entitled to a benefit proportional to those balances.  For actively employed participants, this benefit has been deferred to the retirement date.

 

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

 

Amortization of the actuarial obligations and recognition in the financial statements

 

In this Note the Company shows the assets and liabilities connected with the Retirement Plan, Health Plan, Dental Plan and the Life Insurance Plan in accordance with the standards set out in Technical Pronouncement CPC 33 (Benefits to employees) and an independent actuarial opinion issued as of December 31, 2012.

 

The Company has recognized an obligation relating to past actuarial deficits relating to the pension fund in the amount of R$ 814,870 on December 31, 2012 (R$ 846,581 on December 31, 2011).  This amount was recognized as an obligation payable by Cemig, its subsidiaries and jointly-controlled subsidiaries and is being amortized in monthly installments, through June 2024, and are calculated under the fixed-installment system (the so-called “Price” Table). After the Third Amendment to the Forluz Agreement, the amounts began to be adjusted only by the IPCA Inflation Index (Índice Nacional de Preços ao Consumidor Amplo, or Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística, or IBGE), plus 6% per year.

 

The post-employment obligation as included in the Company’s consolidated statement of financial position represents the debt agreed with Forluz for amortization of the actuarial obligations mentioned above, in view of the fact that it is greater than the liability to the pension fund as calculated by an independent actuary. Because the Company is required to pay this debt even if Forluz has a surplus, the Company recorded the debt in full against Stockholders’ equity on the transition date and then recorded the impacts relating to monetary updating and interest in the Profit and loss account .

 

151



Table of Contents

 

The Braslight Pension Fund

 

Light is a sponsor of Fundação de Seguridade Social — Braslight, a non-profit private pension plan entity whose purpose is to guarantee retirement revenue to Light employees subscribed with the Foundation, and pension revenue to their dependents.

 

Braslight was instituted in April 1974, and has four plans — A, B, C and D — put in place in 1975, 1984, 1998 and 2010 respectively. About 96% of the active participants of plans A and B have migrated to plan C.

 

At present four plans are in operation.  Plans A and B are of the defined-benefit type; plan C is mixed-benefit; and plan D is defined-contribution.

 

On October 2, 2001, Previc (previously called the Private Pension Plans Secretariat Secretaria de Previdência Complementar, or SPC), approved a contract for resolution of the technical deficit and refinancing of the reserves to be amortized in relation to the pension plans of Braslight, which have been recorded in full, and which is being paid in 300 monthly installments from July 2001, updated by the variation of the IGP-DI index plus interest at 6.00% per year, totaling R$ 1,070,722 on December 31, 2012 (R$ 1,095,211 on December 31, 2011).  The effect in the Company is R$ 347,771 on December 31, 2012 (R$ 355,724 on December 31, 2011)

 

The liabilities and the expenses recognized by Light in connection with the Supplementary Retirement Plan are adjusted in accordance with the terms of Technical Pronouncement CPC 33 (Benefits to employees) and in conformity with the information as provided through an opinion from independent actuaries. The most recent actuarial valuation was performed as of December 31, 2012.

 

Independent Actuarial Information

 

The consolidated actuarial information of the Holding company and of the subsidiaries Cemig GT and Cemig D is as shown below. The additional amount in relation to Light, as mentioned above, is recorded in the financial statements.

 

 

 

Pension plans and retirement
supplement plans

 

 

 

 

 

Life

 

 

 

Forluz

 

Braslight

 

Health Plan

 

Dental Plan

 

insurance

 

Present value of funded obligations

 

9,190,642

 

872,281

 

819,779

 

22,343

 

735,848

 

Fair value of plan assets

 

(8,142,438

)

(427,479

)

 

 

 

Present value of unfunded obligations

 

1,048,204

 

444,802

 

819,779

 

22,343

 

735,848

 

Unrecognized actuarial gains (losses)

 

(741,132

)

(89,003

)

(239,118

)

8,952

 

(200,460

)

Net liabilities

 

307,072

 

355,799

 

580,661

 

31,295

 

535,388

 

Addition related to the debt to Forluz

 

507,798

 

 

 

 

 

Total net liabilities

 

814,870

 

355,799

 

580,661

 

31,295

 

535,388

 

 

As previously mentioned, the Company records an additional obligation to account for the difference between the obligation for supplementary provision of retirement pensions stated in the actuarial opinion and the debt agreed upon with Forluz.

 

152



Table of Contents

 

Starting with the 2013 business year, due to the adoption of the changes in CPC.33 R1 (Benefits to employees), the difference between the net liability recorded in the Statement of financial position and the present value of unfunded obligations will be recognized in full, with a counterpart in Stockholders’ equity.  As a result there will be an impact on Stockholders’ equity in January 2013 as a result of the new accounting practice, in the amount of R$ 496,956 (net of tax effects).

 

The changes in the present value of the defined benefit obligation are as follows:

 

 

 

Pension plans and retirement
supplement plans

 

Health

 

 

 

Life

 

 

 

Forluz

 

Braslight

 

Plan

 

Dental Plan

 

insurance

 

Defined-benefit obligation on 31/12/2011

 

7,253,700

 

732,583

 

626,357

 

18,048

 

539,695

 

Cost of current service

 

7,534

 

306

 

11,302

 

332

 

5,803

 

Interest on the actuarial obligation

 

703,270

 

74,055

 

60,667

 

1,745

 

53,703

 

Contribution from the Employees

 

53

 

18

 

 

 

 

Actuarial losses (gains) recognized

 

1,780,054

 

134,603

 

180,680

 

3,081

 

147,821

 

Benefits paid

 

(553,969

)

(69,284

)

(59,227

)

(863

)

(11,174

)

Defined-benefit obligation on 31/12/2012

 

9,190,642

 

872,281

 

819,779

 

22,343

 

735,848

 

 

The changes in the fair value of the assets of the plans were as follows:

 

 

 

Pension plans and retirement
supplement plans

 

 

 

Forluz

 

Braslight

 

Fair value at December 31, 2011

 

6,893,141

 

355,373

 

Real return on the investments

 

1,678,075

 

104,597

 

Contributions from the Employer

 

125,138

 

36,775

 

Contribution from the Employees

 

53

 

18

 

Benefits paid

 

(553,969

)

(69,284

)

Fair value at December 31, 2012

 

8,142,438

 

427,479

 

 

The amounts recognized in the Profit and loss account for 2012 are as follows:

 

 

 

Pension plans and retirement
supplement plans

 

Health

 

 

 

Life

 

 

 

Forluz

 

Braslight

 

Plan

 

Dental Plan

 

insurance

 

Cost of current service

 

7,534

 

306

 

11,302

 

332

 

5,803

 

Interest on the actuarial obligation

 

703,270

 

74,055

 

60,667

 

1,745

 

53,703

 

Expected return on the assets of the Plan

 

(734,701

)

(37,748

)

 

 

 

Actuarial losses (gains) recognized

 

 

 

525

 

(637

)

551

 

Expense in 2012 as per actuarial opinion

 

(23,897

)

36,613

 

72,494

 

1,440

 

60,057

 

Adjustment relating to debt to Forluz

 

117,324

 

 

 

 

 

Expense in 2012

 

93,427

 

36,613

 

72,494

 

1,440

 

60,057

 

 

153



Table of Contents

 

The movement in net liabilities has been as follows:

 

 

 

Pension plans and
retirement
supplement plans

 

 

 

 

 

Life

 

 

 

Holding company

 

Forluz

 

Health Plan

 

Dental Plan

 

insurance

 

Total

 

Net liabilities on December 31, 2010

 

42,805

 

28,029

 

1,555

 

23,663

 

96,052

 

Expense recognized in the Profit and loss account

 

5,235

 

4,432

 

112

 

3,892

 

13,671

 

Contributions paid

 

(6,343

)

(2,751

)

(42

)

(636

)

(9,772

)

Net liabilities on December 31, 2011

 

41,697

 

29,710

 

1,625

 

26,919

 

99,951

 

Expense recognized in the Profit and loss account

 

4,599

 

4,819

 

118

 

5,174

 

14,710

 

Contributions paid

 

(6,203

)

(3,290

)

(47

)

(636

)

(10,176

)

Net liabilities on December 31, 2012

 

40,093

 

31,239

 

1,696

 

31,457

 

104,485

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

2,520

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

101,965

 

 

 

 

Pension plans and
retirement supplement
plans

 

Health

 

 

 

Life

 

 

 

Consolidated

 

Forluz

 

Braslight

 

Plan

 

Dental Plan

 

insurance

 

Total

 

Net liabilities on December 31, 2010

 

868,178

 

264,850

 

553,669

 

30,132

 

443,999

 

2,160,828

 

Expense recognized in the Profit and loss account

 

106,239

 

56,788

 

68,914

 

1,389

 

53,248

 

286,578

 

Contributions paid

 

(127,836

)

(30,945

)

(55,189

)

(803

)

(10,742

)

(225,515

)

Acquisition of interest in Light

 

 

65,268

 

 

 

 

65,268

 

Net liabilities on December 31, 2011

 

846,581

 

355,961

 

567,394

 

30,718

 

486,505

 

2,287,159

 

Expense recognized in the Profit and loss account

 

93,427

 

36,613

 

72,494

 

1,440

 

60,057

 

264,031

 

Contributions paid

 

(125,138

)

(36,775

)

(59,227

)

(863

)

(11,174

)

(233,177

)

Net liabilities on December 31, 2012

 

814,870

 

355,799

 

580,661

 

31,295

 

535,388

 

2,318,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

88,932

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

2,229,081

 

 

The expenses on pension funds are recorded in financial revenues (expenses) because they represent the interest and monetary adjustments relating to the debt to Forluz, as mentioned previously in this Note. The expenses related to the health, dental, and life insurance plans are recorded as operational expenses.

 

The independent actuary’s estimate for the 2013 expense amount to be recognized is as follows:

 

 

 

Pension plans and retirement
supplement plans

 

Health

 

 

 

Life

 

Consolidated

 

Forluz

 

Braslight

 

Plan

 

Dental Plan

 

insurance

 

Cost of current service

 

10,687

 

318

 

16,852

 

467

 

8,371

 

Interest on the actuarial obligation

 

806,096

 

69,314

 

72,187

 

1,961

 

67,990

 

Expected return on the assets of the Plan

 

(717,333

)

(34,118

)

 

 

 

Expense in 2013

 

99,450

 

35,514

 

89,039

 

2,428

 

76,361

 

 

154



Table of Contents

 

The expectation for payment of benefits for the 2013 business year is as follows:

 

 

 

Pension plans and
retirement
supplement plans:

Forluz

 

Health
Plan

 

Dental Plan

 

Life insurance

 

Estimated payment of benefits

 

566,992

 

51,295

 

1,454

 

17,348

 

 

The Company and its subsidiaries Cemig GT and Cemig D expect to make contributions R$ 134,703 to the pension fund and R$ 75,132  to the Defined Contribution plan in 2013.

 

Light expected to make contributions total R$ 114,528 to the pension fund during the 2013 (the portion relating to Cemig would be R$ 37,187).

 

The main categories of plan assets, as a percentage of the plan’s total assets, are as follows:

 

 

 

Cemig, Cemig GT and Cemig D

 

Braslight

 

 

 

2012

 

2011

 

2012

 

2011

 

Shares in Brazilian companies

 

0.08

%

0.11

%

15.23

%

13.07

%

Fixed income securities

 

85.63

%

83.69

%

73.32

%

74.86

%

Real estate properties

 

3.77

%

3.78

%

11.23

%

4.98

%

Other

 

10.52

%

12.42

%

0.22

%

7.09

%

 

 

100.00

%

100.00

%

100.00

%

100.00

%

 

The assets of the Pension Plan include the following assets, valued at fair value, of Cemig and of Light:

 

 

 

2012

 

2011

 

Non-convertible debentures issued by the Sponsor

 

463,873

 

367,019

 

Shares issued by the Sponsor

 

10,242

 

12,062

 

Real estate properties of the Foundation, occupied by the Sponsors

 

201,245

 

191,606

 

 

 

675,360

 

570,687

 

 

This table gives the main actuarial assumptions:

 

 

 

Cemig, Cemig GT and Cemig D

 

Braslight

 

 

 

2012

 

2011

 

2012

 

2011

 

Annual discount rate

 

9.05% to 10.07%

 

10.07%

 

8.26%

 

10.56%

 

Annual expected return on plan assets

 

9.05% a

 

10.98%

 

12.38%

 

10.96%

 

Long-term annual inflation rate

 

5.20%

 

4.30%

 

4.50%

 

4.50%

 

Annual salary increases

 

7.31%

 

6.39%

 

7.01%

 

6.59%

 

Mortality rate

 

AT-2000

 

AT-2000

 

AT-83

 

AT-83

 

Disability rate

 

Light Average

 

Light Average

 

Light strong

 

Light strong

 

Disabled mortality rate

 

IAPB-57

 

IAPB-57

 

IAPB-57

 

IAPB-57

 

 

22.    PROVISIONS

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in certain legal and administrative proceedings before various courts and government bodies, arising in the normal course of business, regarding employment-law, civil, tax, environmental, regulatory and other issues.

 

155



Table of Contents

 

Actions in which the company would be debtor

 

For those contingencies for which an adverse outcome has been deemed “probable” (i.e. that an outflow of funds to settle the obligation will be necessary), based on the assessment of management and the Company’s legal counsel, the Company and its subsidiaries and jointly-controlled subsidiaries have recorded provisions for losses as follows:

 

 

 

Consolidated

 

 

 

Balance on
Jan. 1, 2011

 

Balance,
2011

 

Additions

 

Updating

 

Reversals

 

Closed

 

Increase
(reduction)
in holding

 

Balance,
2012

 

Employment-law cases

 

115,301

 

135,121

 

25,846

 

10

 

(18,652

)

(16,626

)

(203

)

125,496

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer relations

 

70,537

 

83,817

 

6,933

 

 

(20,747

)

(4,522

)

 

65,481

 

Other civil actions

 

55,617

 

66,088

 

83,834

 

3,921

 

(31,613

)

(27,295

)

(27

)

94,908

 

 

 

126,154

 

149,905

 

90,767

 

3,921

 

(52,360

)

(31,817

)

(27

)

160,389

 

Tax

 

88,474

 

117,637

 

7,733

 

3,448

 

(4,440

)

(2,778

)

1,533

 

123,133

 

Environmental

 

3,596

 

56,635

 

1,313

 

 

(40,745

)

(11,762

)

 

5,441

 

Regulatory

 

27,280

 

78,137

 

446,533

 

 

(27,063

)

(456,668

)

 

40,939

 

Other

 

10,102

 

12,004

 

7,147

 

1,275

 

(2,147

)

(5,491

)

 

12,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

370,907

 

549,439

 

579,339

 

8,654

 

(145,407

)

(525,142

)

1,303

 

468,186

 

 

 

 

Holding company

 

 

 

Balance on
Jan. 1, 2011

 

Balance,
2011

 

Additions

 

Reversals

 

Closed

 

Balance,
2012

 

Employment-law cases

 

57,896

 

58,902

 

1,714

 

(8,898

)

(1,714

)

50,004

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer relations

 

33,921

 

31,035

 

418

 

(13,541

)

(263

)

17,649

 

Other civil actions

 

22,467

 

20,556

 

20,928

 

(20,556

)

(1,660

)

19,268

 

 

 

56,388

 

51,591

 

21,346

 

(34,097

)

(1,923

)

36,917

 

Tax

 

27,845

 

33,342

 

416

 

(3,164

)

(39

)

30,555

 

Environmental

 

180

 

207

 

984

 

(207

)

 

984

 

Regulatory

 

40,831

 

38,210

 

436,214

 

(13,137

)

(436,214

)

25,073

 

Other

 

4,413

 

3,700

 

1,281

 

(1,844

)

(581

)

2,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

187,553

 

185,952

 

461,955

 

(61,347

)

(440,471

)

146,089

 

 

The Company’s management, due to the long periods and manner of working of the judiciary, tax and regulatory systems, believes that it is not practical to supply information that would be useful to the users of these financial statements about the time when any cash outflows, or any possibility of reimbursements, might take place in fact. The Company’s management believes that any loss in excess of the amounts provided for in respect of such contingencies will not have a material adverse effect on the Company’s results of operations or financial position.

 

Below are the details of the principal provisions and contingent liabilities, including the best expectations for future disbursements for such contingencies:

 

156



Table of Contents

 

Provisions, for legal actions with chances of loss assessed as “probable” and contingent liabilities linked, on the procedures with possible losses

 

Employment-law cases

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in numerous legal actions filed by our employees and by outsourced professionals. Most of these claims relate to overtime and additional amounts for dangerous work. Other actions relate to outsourcing of labor, supplementary additions to or re-calculation of retirement pension payments by Forluz, and salary adjustments. The value of the contingency is approximately R$ 536,532, of which R$ 125,496 has been provisioned.

 

Consumer relations

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties to several civil actions relating to indemillionity for pain and suffering or property damage arising, principally, from accidents involving the electricity distribution network, irregularities in measurement of consumption and claims of undue invoicing, in the normal course of business, totaling R$ 155,102, of which total R$ 65,481 has been provisioned.

 

Other civil actions

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in various civil actions applying for indemillionity for pain and suffering or material damage, among others, arising from incidents taking place during the normal course of business, in the amount of R$ 171,776, of which R$ 94,908 has been provisioned.

 

Tax

 

The Company and its jointly-controlled subsidiaries are parties in numerous administrative and court actions relating, among other subjects, to the Urban Property Tax (Imposto sobre a Propriedade Territorial Urbana, or IPTU), the Social Integration Program (Programa de Integração Social, or PIS), the Contribution to Finance Social Security (Contribuição para o Financiamento da Seguridade Social, or Cofins), Corporate Income Tax (Imposto de Renda Pessoa Jurídica, or IRPJ), the Social Contribution Tax (Contribuição Social sobre o Lucro Líquido, or CSLL) and applications to stays tax execution. The value of the contingency is approximately R$ 215,254, of which R$ 40,163 has been provisioned.

 

157



Table of Contents

 

ICMS (local state value added tax)

 

Light is a party in proceedings relating to the ICMS tax, the principal items being:

 

(i)      An infringement notice charging ICMS, Contribution to the State Poverty Combat Fund (Fundo Estadual de Combate à Pobreza, or FECP), and fine (periods January 1999—December 2003 and January 2006—December 2010), alleging non-payment of these deferred taxes in transactions prior to those of electricity distribution, that is to say, in transactions between the generating company and the distributing company, by reason of the occurrence of commercial losses.

(ii)     An infringement notice demanding ICMS tax due to the use by the subsidiary Light SESA of accumulated ICMS tax credits of Rheem Embalagens Ltda. in the acquisition of inputs and raw materials within the State of Rio de Janeiro.

(iii)    An infringement notice issued to charge ICMS tax on amounts of the subsidy directed to low-income consumers arising from the Global Reversion Reserve Fund (Fundo de Reserva Global de Reversão, or RGR).

(iv)    Applicability of State Law 3188/99, which restricted the manner of appropriation of ICMS tax credits applying to the acquisition of goods destined for Property, plant and equipment, demanding that the credit should be made in portions, while such restriction was not specified in Complementary Law 87/96.

 

The amount of the contingency, corresponding to the Company’s equity interest in Light is approximately R$ 536,960, of which R$ 36,678 has been provisioned.

 

Gasmig is a party in actions relating to credits of ICMS tax on acquisition of property, plant and equipment used in the network and the applicability of ICMS tax to the calculation of the amount taxable for PIS and Cofins.   The amount of the contingency, corresponding to the Company’s equity interest in Gasmig, is approximately R$ 40,126, of which R$ 22,486 has been provisioned.

 

Additionally, the Company is defendant in various actions relating to ICMS tax in relation to which, if it eventually has to pay the tax applicable to these transactions, it will be able to require reimbursement from consumers to recover the amount of the tax plus any penalty payment. The principal cases are: (i) Non-payment of ICMS tax on the portions of TUSD demand contracted and not used, invoiced in the period from January 2005 to December 2010, since the value of the tax applicable was excluded from electricity invoices, in compliance with the Court Injunction granted; (ii) Various administrative and court proceedings brought by the Minas Gerais State Tax Authority charging ICMS on the transfer of excess of electricity during the period of electricity rationing.

 

No provision has been made and the amount, estimated, of the contingency is R$ 389,515.  Due to an agreement with the Minas Gerais State government, involving court actions on ICMS tax, the actions in which the company is being claimed against, or claiming payment, are in the process of being extinguished.

 

158



Table of Contents

 

The Minas Gerais Consumer Defense Institute (Instituto Mineiro de Defesa do Consumidor, or Imidec) brought a class action against the Company, questioning the charging of ICMS tax on the total amount of the invoice and not only on the service provided. Based on the assessment made by our legal advisors, that the merit of the discussion has already been the subject of a statement by the Federal Supreme Court, the possibility of loss has been reassessed from “possible” to “remote”.

 

Social Security contributions

 

The Brazilian Federal Revenue Service (Secretaria da Receita Federal) has filed administrative proceedings against Cemig in relation to social security contributions alleged to be owed on various categories of payment: employee profit shares (Participações nos Lucros e Resultados, or PLR); the Workers’ Food Program (Programa de Alimentação do Trabalhador, or PAT), the education assistance (auxílio-educação) contribution, overtime payments, payment for exposure to risk in the workplace, Sest/Senat (transport workers’ support programs), and fines for non-compliance with accessory obligations. The Company has presented defenses and awaits judgment. The value of the contingency is approximately R$ 924,311, of which R$ 1,414 has been provisioned.

 

Finsocial tax

 

The federal government filed a rescission action against Cemig, to rescind the Appeal Court judgment given in the action for rescission previously filed by Cemig, on the subject of the Finsocial tax, with the argument that Cemig filed its action after the expiry period of two years. The value of the contingency is approximately R$ 99,366,, of which R$ 22,392 has been provisioned.

 

Environmental

 

The Company and its subsidiaries are involved in environmental actions, relating to protected areas, environmental licenses, recovery of environmental damage and other subjects, in the amount of R$ 1,688,536, of which the Company has provisioned R$ 5,441. We highlight the following:

 

A certain environment association filed a class action for indemillionity for supposed collective environmental damage due to the construction and operation of the Nova Ponte hydroelectric plant.  The amount envisaged by the action is R$ 1,582,046. The Company believes that it has arguments of merit for legal defense, and as a result has not constituted a provision for this action.

 

159



Table of Contents

 

The Public Attorney’s Office of the State of Minas Gerais has brought civil public actions requiring the Company to invest at least 0.5% of its annual gross operational revenue, since 1997, in environmental protection and preservation of the water tables of the municipalities where Cemig’s power plants are located, and proportional indemillionity for environmental damage caused, which cannot be recovered, arising from omission to comply with Minas Gerais State Law 12503/97.  The Company has filed appeals to the Higher Appeal Court (STJ) and the Federal Supreme Court (STF). No provision has been constituted. The estimated amount of the contingency is R$ 94,035.

 

Regulatory

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in numerous administrative and court proceedings in which the main issues disputed are:

 

(i)      The tariff charges in invoices relating to the use of the distribution system by a self-producer.

(ii)     Violation of targets for indicators for continuity and provision of electricity.

(iii)    The tariff increase made during the federal government’s economic stabilization plan referred to as the “Cruzado Plan”, in 1986.

 

The amount of the contingency is approximately R$ 132,626, of which R$ 40,939 has been provisioned.

 

The CRC (Earnings Compensation) Account

 

a)    Claim in legal action

 

Prior to 1993, holders of electricity concessions were guaranteed a rate of return on the investments in the assets used to provide services linked to the concession. Tariffs charged were uniform throughout the country, and part of profits generated by more profitable concession holders were reallocated to the less profitable ones, in such a way that the rate of return of all the companies was equal to the national average. The deficits were accounted in the “CRC” Account (Conta de Resultados a Compensar, or Earnings Compensation Account) of each concession holder. When the CRC Account and the guaranteed-return concept were abolished, Cemig used its positive balances in the CRC Account to offset its liabilities to the federal government.

 

160



Table of Contents

 

Aneel filed an administrative action against the Company, contesting a credit relating to those positive balances. On October 31, 2002 Aneel issued a final administrative decision. On January 9, 2004, the federal Treasury Department (Secretaria do Tesouro Nacional) issued a collection notice in the amount of R$ 516 million. The Company did not make the payment, because it believes that it has arguments of merit for defense in court, and filed for an order of mandamus to suspend its inclusion in the Listing of Unpaid Public Sector Debts (Cadastro Informativo de Créditos Não Quitados do Setor Público, or Cadin). The order of mandamus was denied by the lower court, but an appeal was made to the Federal Court of the First Region, which granted a temporary injunction suspending inclusion in the Cadin.

 

The amount of the contingency on December 31, 2011 was R$ 1,014,905, and no provision has been made.

 

b)    Negotiation for early settlement of the CRC Account

 

On November 20, 2012 the government of the State of Minas Gerais and the Company entered into a Commitment Undertaking, the purpose of which was to make possible the early payment of the obligations arising under the CRC Contract. A discount of approximately 35% was applied to the updated amount of the debtor balance, for payment at sight by the State of Minas Gerais into the account of the Company.  There are more details in Explanatory Note 12 — Accounts receivable from the government of the State of Minas Gerais; the Receivables Fund.

 

Of the amount received by the Company, the State withheld and passed to the federal government the amount of R$ 403,162, referring to the Settlement Agreement signed to terminate the legal action existing between Cemig and the federal government relating to the now-extinct CRC Account.  Arising from this retention, the Company reported an expense of the same amount in December 2012.

 

Other claims in the normal course of business

 

In addition to the above cases, the Company is a party in other cases of smaller scale related to its normal course of operations, with an estimated total amount of R$ 87,966, of which R$ 14,260 has been provisioned. Management believes that it has adequate arguments in these actions, and does not expect significant losses relating to these issues that might have an adverse effect on the Company’s financial position or the result of its operations.

 

Contingent liabilities: for actions in which chances of loss are assessed as “possible”, and the Company believes it has arguments of merit for defense

 

Tax and similar charges

 

The Company is a party in numerous administrative and court proceedings in relation to taxes. Below are details of the principal cases:

 

161



Table of Contents

 

Indemillionity for employees’ future benefit — the “Anuênio”

 

In 2006 the Company paid an indemillionity to its employees, totaling R$ 177,686, in exchange for the rights to future payments for time of service (Anuênio) which would otherwise be incorporated, in the future, into salaries. The company did not pay income tax nor Social Security contributions in relation to these amounts because it considered that these obligations are not applicable to amounts paid as an indemillionity. However, to avoid the risk of a future fine arising from a differing interpretation by the federal tax authority (Secretaria da Receita Federal) or the National Social Security Institution (Instituto Nacional de Seguridade Social, or INSS), the Company applied for an order of mandamus to allow it to make an escrow payment into court of R$ 121,834. This is recorded in Escrow deposits. The amount of the contingency, updated, is R$ 204,382.

 

Profit sharing (“PLR”)

 

The National Social Security Institute (Instituto Nacional de Segurança Social, or INSS) opened an administrative proceeding against the Company, in 2006, due to non-payment of social security contributions on the amounts paid to employees as profit sharing in the period 2000 to 2004, due to the inspectors believing that the Company had not met the requirements of Law 10101 of 2000. In 2007, an order of mandamus was applied for, seeking to obtain a declaration that such payments of profit-sharing were not subject to the Social Security contribution. The Company received a partially favorable decision in 2008, which it has appealed and on which it awaits the 2nd instance decision. On December 31, 2011 the amount of the contingency was approximately R$ 140,875 million On December 31, 2012, the amount was re-assessed by our legal advisers to R$ 519, due to it having been considered that the best possible estimate of the updated value of the payments made into court, which represents the social security contributions on the portions of Profit Shares paid.

 

Non-homologation of offsetting of tax credit

 

In several administrative tax proceedings dealing with offsetting of federal taxes, the Federal Revenue Service (Secretaria da Receita Federal) did not homologate tax returns offsetting credits arising from undue or excess payment by the Company. The amount of the contingency is R$ 397,025.

 

Corporate tax return — restitution and offsetting

 

The Company is a party in an administrative case involving requests for restitution and compensation of credits arising from carryforwards indicated in the tax returns (DIPJs) for the calendar years 1977 to 2000, and also for excess payments identified by the corresponding tax payment receipts (DARFs and DCTFs). Due to completion of all procedures in the administrative sphere, an ordinary legal action has been filed, in the approximate total amount of R$ 337,199.

 

162



Table of Contents

 

PIS and Cofins taxes

 

An infringement notice was served on Cemig for alleged underpayment of the PIS and Cofins taxes due to undue exclusions of financial expenses from the basis of calculation of those taxes. In spite of the Company having paid PIS and Cofins on financial revenues, the Federal Revenue Department (Secretaria da Receita Federal) believes that these amounts were underpaid. The amount of the contingency was R$ 81,112 million on December 31, 2011. On December 31, 2012, the chances of loss in this action were re-assessed as “remote”, since the Federal Supreme Court (Supremo Tribunal Federal, or STF) gave an opinion in favor of obeying the principle of prior right in cases where change in the law results in a charge upon the taxpayer.

 

The Company is defendant in various legal proceedings, in which the plaintiffs demand suspension of charging of PIS and Cofins, on the argument that it is illegal to charge these taxes on electricity bills. The amount of the contingency is R$ 41,039 million On December 31, 2012 the chances of loss were re-assessed as “remote”, due to a judgment that recognized the legitimacy of the passthrough of these contributions in electricity bills.

 

Tax contingencies of Light Sesa

 

Light Sesa has the following tax contingencies in which the chances of loss are assessed as “probable”:

 

(i)      Income tax withheld source on amounts paid by Light SESA as dividends, on the argument that they arose from non-existence profit;

(ii)     Demand for corporate income tax and the Social Contribution tax on the profits earned by LIR Energy Limited (LIR) and Light Overseas Investment Limited (LOI) since 1996;

(iii)    Fine for alleged non-compliance with an accessory obligation relating to delivery of the electronic files for the calendar years 2003 to 2005.

(iv)    Charge for Inspection of Occupation of Public Places (TFOP), made by the municipal prefecture of Barra Mansa.

(v)     Omission of the offsetting for settlement for debits of Cofins tax (this case has now finally been closed, in favor of the Company).

 

The total of these cases, corresponding to Cemig’s proportional share in the capital of Light is R$ 503,176.

 

163



Table of Contents

 

Regulatory matters

 

Contribution for Public Illumination (CIP)

 

Cemig is defendant in several public civil actions, claiming nullity of the clause in the Electricity Supply Contracts for public illumination, signed between the Company and the various municipalities of its concession area, and restitution by the Company of the difference representing the amounts charged in the last 20 years, in the event that the courts recognize that these amounts were unduly charged. The actions are grounded on an alleged mistake by Cemig in the estimate of time used for the calculation of the consumption of electricity by public illumination paid for by the Public Illumination Contribution (CIP). The Company believes that it has arguments of merit for legal defense, and as a result has not constituted a provision for this action, the amount of which is estimated at R$ 1,162,821.

 

Accounting of electricity sale transactions in the Electricity Trading Chamber (CCEE)

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained an interim judgment in its favor in February 2006, which orders Aneel, working with the CCEE, to comply with the claim by AES Sul and recalculate the settlement of the transactions during the rationing period, leaving out of account Aneel’s Dispatch 288 of 2002.  This was to be put into effect in the CCEE starting in November 2008, and would have resulted in an additional disbursement for Cemig, for the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 135,113.  On November 9, 2008 the Company obtained an injunction in the Regional Federal Appeal Court suspending the obligatory nature of the requirement to pay into court the amount owed arising from the Special Financial Settlement carried out by the CCEE. The Company has classified the chances of loss as “possible”, since this is a unique action, with no similar action having previously been judged, and because it deals with the General Agreement for the Electricity Sector, in which the Company has all the full documentation to support its allegations.

 

164



Table of Contents

 

Tariff increases

 

Exclusion of consumers inscribed as Low-income

 

The Federal Public Attorneys’ Office filed a class action against the Company and Aneel, to avoid exclusion of consumers from classification in the Low-income Residential Tariff sub-category, requesting an order for the Company to pay 200% of the amount allegedly paid in excess by the consumers.  The court ruled in favor of the plaintiff; the Company and Aneel have filed an interlocutory appeal, and await judgment. The amount of the contingency is, approximately, R$ 132,648.  The Company has classified the chances of loss as “possible” due to other favorable judgments on this theme.

 

Period Tariff Adjustment — Neutrality of “Portion A”

 

The Municipal Association for Protection of the Consumer and the Environment (Associação Municipal de Proteção ao Consumidor e ao Meio Ambiente, or Amprocom) filed a public action against the Company and against Aneel, for identification of all the consumers that were allegedly injured in the processes of periodic Review and annual Adjustment of electricity rates, from 2002 through 2009, and restitution, through credit on electricity bills, of the amounts allegedly unduly charged, due to the non-inclusion of the effect of future variations in consumer electricity demand as a component of the distributor’s non-manageable costs (“Portion A”), and their allegedly undue inclusion in manageable costs (“Portion B”), resulting in economic/financial imbalance of the contract. The estimated amount of the contingency is R$ 158,368.

 

Action in which the Company is creditor and in which economic benefits are probable

 

Pasep and Cofins taxes — Widening of the calculation base

 

CEMIG Holdings has alleged a legal claim challenging the fairness of the expansion of the taxable base for PIS and Cofins tax calculation purposes on financial revenue and on other non-operational revenues during the period from 1999 to January 2004, by Law 9718, of November 27, 1998.  In the event of a judgment in the Company’s favor in the final instance (where no further appeal is possible), and noting that the Supreme Court has judged similar cases in favor of the taxpayer, , it will record a gain in the profit and loss account of R$ 202,479, net of income tax and Social Contribution tax.

 

165



Table of Contents

 

23.    STOCKHOLDERS’ EQUITY

 

(a)    Share capital

 

The Company’s share capital, in shares with nominal value of R$ 5.00, is as follows:

 

 

 

Number of shares as of December 31, 2012

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

The State of Minas Gerais

 

189,991,615

 

51

 

 

 

189,991,615

 

22

 

Other entities of The State of Minas Gerais

 

50,246

 

 

8,821,839

 

2

 

8,872,085

 

1

 

AGC Energia S.A.

 

122,901,990

 

33

 

 

 

122,901,990

 

14

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

In Brazil

 

49,999,792

 

13

 

159,644,811

 

33

 

209,644,603

 

25

 

Abroad

 

9,893,442

 

3

 

311,714,493

 

65

 

321,607,935

 

38

 

Total

 

372,837,085

 

100

 

480,181,143

 

100

 

853,018,228

 

100

 

 

 

 

Number of shares at December 31, 2011

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

State of Minas Gerais

 

151,993,292

 

51

 

 

 

151,993,292

 

22

 

Other entities of Minas Gerais State

 

40,197

 

 

7,057,472

 

2

 

7,097,669

 

1

 

AGC Energia S.A.

 

98,321,592

 

33

 

 

 

98,321,592

 

14

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

In Brazil

 

35,420,497

 

12

 

73,185,353

 

19

 

108,605,850

 

16

 

Outside Brazil

 

12,494,090

 

4

 

303,902,089

 

79

 

316,396,179

 

47

 

Total

 

298,269,668

 

100

 

384,144,914

 

100

 

682,414,582

 

100

 

 

 

 

Number of shares at January 1, 2011

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

State of Minas Gerais

 

151,993,292

 

51

 

 

 

151,993,292

 

22

 

Other entities of Minas Gerais State

 

40,197

 

 

7,057,472

 

2

 

7,097,669

 

1

 

AGC Energia S.A.

 

98,321,592

 

33

 

 

 

98,321,592

 

14

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

In Brazil

 

35,084,145

 

12

 

88,391,812

 

23

 

123,475,957

 

18

 

Outside Brazil

 

12,830,442

 

4

 

288,695,630

 

75

 

301,526,072

 

45

 

Total

 

298,269,668

 

100

 

384,144,914

 

100

 

682,414,582

 

100

 

 

Earnings Per Share

 

Considering the capital increase through the issue of 170,603,646 new shares without a corresponding change in Share Capital of the Company, as described below, earnings per share is presented retrospectively under the new number of shares of the Company. Thus, considering that each class of shares participates equally in the income presented, the earnings per share, basic and diluted, in 2012 and 2011 are R$ 5.01 and R$2.83, respectively.

 

166



Table of Contents

 

The number of shares used to calculate earnings per share, basic and diluted, is as follows:

 

Quantity of shares

 

2012

 

2011

 

Common shares

 

372,837,085

 

372,837,085

 

Preferred shares

 

480,181,143

 

480,181,143

 

 

 

853,018,228

 

853,018,228

 

 

 

 

 

 

 

Treasury shares

 

(363,650

)

(363,650

)

 

 

 

 

 

 

Total

 

852,654,578

 

852,654,578

 

 

Shareholders’ Agreement

 

On August 1, 2011, the Government of the State of Minas Gerais signed a Shareholders’ Agreement with AGC Energia S.A. with intervention and consent of BNDES Participações S.A. with validity for fifteen years. The agreement maintains the state of Minas Gerais as a hegemonic, isolated and sovereign controller of the Company and attributes a few prerogatives to AGC Energia in order to contribute to the Company’s continued sustainable growth, amongst other contractual terms.

 

Restitution of funds for advance against future capital increase

 

In the years 1995, 1996 and 1998 the State of Minas Gerais made injections of capital into the Company as Advances against Future Capital Increase (Adiantamentos para Futuro Aumento de Capital, or AFACs), in the historic amount of R$ 27,124.  In 2011 the Financial Department of the State requested return of the amounts of these AFACs, duly updated, since until that year the funds had not been used to subscribe shares in a capital increase.

 

Meeting this request, the Board of Directors, on December 27, 2011, decided to return the AFAC to the State of Minas Gerais, in the amount of R$ 93,260, corresponding to the historic value of R$ 27,124, adjusted by the variation in the IGP-M (General Market Price) inflation index in the period. The financial expense corresponding to the updating of the AFAC, in the amount of R$ 66,136, was reported in the business year 2011.

 

Capital increase approved by the Annual General Meeting in April 2012

 

The General Meeting of Stockholders of Cemig held on April 27, 2012 approved increase in the share capital of Cemig from R$ 3,412,073 to R$ 4,265,091, with issuance of 170,603,646 new shares, via capitalization of R$ 821,527 of the Retained Earnings Reserve, and R$ 31,491 originating from incorporation of the portions of the Contract to Assign the Credit of the Remaining Balance on the CRC Account, with distribution, as a result, to stockholders of a stock bonus of 25% in new shares of the same type as those held, and with nominal value of R$ 5.00.

 

167



Table of Contents

 

(b)   Reserves

 

The account lines Capital reserves and Profit reserves are made up as follows:

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Capital reserves

 

 

 

 

 

 

 

Accrued interest on own capital used for fixed assets in progress

 

1,313,220

 

1,313,220

 

1,313,220

 

Donations and subsidies for investment

 

2,572,526

 

2,572,526

 

2,572,526

 

Goodwill on issuance of shares

 

69,230

 

69,230

 

69,230

 

Monetary capital adjustment

 

6

 

6

 

6

 

Treasury Shares

 

(1,132

)

(1,132

)

(1,132

)

 

 

3,953,850

 

3,953,850

 

3,953,850

 

 

The reserve for remuneration of property, plant and equipment assets in progress — own capital refers to the interest accrued on the Company’s own capital expended for the purpose of constructing property, plant, and equipment assets, the balance of which is recorded in Property, plant, and equipment and Stockholders’ equity. In 1999 the Company ceased its accumulation of this reserve.

 

The reserve for Donations and Subsidies for Investments basically refers to the compensation by the Federal Government for the difference between the profitability obtained by Cemig up to March 1993 and the minimum return guaranteed by the legislation in effect at the time. The funds were used in amortization of various obligations payable to the Federal Government, and the remaining balance originated the CRC contract.

 

The reserve for treasury shares refers to the pass-through by Finor of shares arising from funds applied in Cemig projects in the area covered by Sudene (the development agency for the Northeast) under tax incentive programs.

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Profit reserves

 

 

 

 

 

 

 

Legal reserve

 

853,018

 

682,415

 

573,205

 

Reserve under the by-laws

 

1,303,905

 

1,141,178

 

1,433,549

 

Retained earnings reserve

 

71,122

 

1,382,962

 

799,413

 

Proposal for distribution of additional dividends

 

628,131

 

86,316

 

67,086

 

 

 

2,856,176

 

3,292,871

 

2,873,253

 

 

Reserve under the by-laws

 

The Reserve under the by-laws is for future payment of extraordinary dividends, in accordance with Article 28 of the by-laws.

 

Retained earnings reserve

 

The reserve for retained earnings not distributed to shareholders in previous years is to guarantee execution of the Company’s Investment Program, and the retentions are supported by capital budgets approved by the Board of Directors for the periods in question. The principal acquisitions made use the retained funds are listed in more detail in Explanatory Note 14 of the consolidated financial statements.

 

168



Table of Contents

 

Legal reserve

 

The Company used R$ 170,603, or 4.12% of the 2012 net profit, for payment into the Legal Reserve — because with this amount the Legal reserve reached its upper legal limit of 20% of the share capital, set by Article 193 of Law 6404 (the Corporate Law).

 

(c)          Dividends

 

Ordinary dividends

 

Under its by-laws, Cemig is required to pay to its stockholders, as obligatory dividends, 50% of the net profit of each fiscal year ending December 31.

 

The preferred shares have preference in the event of reimbursement of capital and participate in profits on the same conditions as the common shares. They have the right to a minimum annual dividend equal to the greater of: (a) 10% of their par value and (b) 3% of the portion of stockholders’ equity that they represent.

 

Shares in Cemig held by private individuals have, under the by-laws, a guarantee of a minimum dividend of 6% of their nominal value, in any business year in which Cemig does not make sufficient profit to pay dividend to its stockholders.  This guarantee is given by the State of Minas Gerais, in Article 9 of State Law 828 of December 14, 1951, and Article 1 of State Law 8796, of April 29, 1985.

 

Also under the by-laws, dividends declared are paid in two equal installments, the first by June 30 and the second by December 30, of the year following the generation of the profit to which they refer. The Executive Board decides the location and processes of payment, subject to these periods.

 

169



Table of Contents

 

The calculation of the dividends proposed for distribution to stockholders for 2012 and is as follows:

 

 

 

Holding company

 

Calculation of the Minimum Dividends required by the by-laws for the preferred shares

 

2012

 

Nominal value of the preferred shares

 

2,399,087

 

Percentage applied to the nominal value of the preferred shares

 

10.00

%

Amount of the dividends by the first payment criterion

 

239,909

 

 

 

 

 

Stockholders’ equity

 

12,044,062

 

Preferred shares as a percentage of Stockholders’ equity (net of shares held in Treasury)

 

56.27

%

Portion of Stockholders’ equity represented by the preferred shares

 

6,777,194

 

Percentage applied to the portion of Stockholders’ equity represented by the preferred shares

 

3.00

%

Amount of the dividends by the second payment criterion

 

203,316

 

 

 

 

 

Minimum obligatory dividends required by the by-laws for the Preferred Shares

 

239,909

 

 

 

 

 

Calculation of the Obligatory Dividend

 

 

 

Profit (loss) for the period

 

4,271,685

 

Obligatory dividend — 50.00% of net profit

 

2,135,843

 

 

 

 

 

Dividends proposed

 

 

 

Interest on Equity

 

1,700,000

 

Ordinary dividends

 

589,976

 

 

 

2,289,976

 

Income tax withheld at source on Interest on Equity

 

(154,133

)

 

 

2,135,843

 

 

 

 

 

Total of the dividend for the preferred shares

 

1,201,911

 

Total of the dividend for the common shares

 

933,932

 

 

 

 

 

Dividend per share, R$

 

 

 

Minimum Dividends required by the by-laws for the preferred shares

 

0.50

 

Obligatory Dividend

 

2.68

 

Dividends Proposed (net of income tax withheld at source on Interest on Equity)

 

2.68

 

 

In December 2012 the Company declared payment of Interest on Equity, to be computed within the obligatory dividend for 2012, in the amount of R$ 1,700 million, corresponding to R$ 1.99 per share, to be paid in two equal installments, by June 30 and December 30, 2013.  This gives rise to a tax benefit of R$ 578,000.

 

Extraordinary dividends

 

Cemig’s by-laws establish that, without prejudice to the obligatory dividend, every two years, or more frequently if the Company’s cash position permits, the Company will use the specific profit reserve for the distribution of extraordinary dividends, up to the limit of cash available, as decided by the Board of Directors, under the Company’s Strategic Guidelines Plan and the dividend policy specified in that plan.

 

The following payments of extraordinary dividends by the Company took place in 2012 and 2011:

 

·                  At its meeting of December 20, 2012, the Board of Directors declared distribution of an extraordinary dividend of R$ 1,600,000 (1.6 billion Reais), representing approximately R$ 1.8765 per share. The payment of these dividends took place in January 2013.

 

170



Table of Contents

 

·                  At its meeting of December 9, 2011, the Board of Directors decided to declare an extraordinary dividend, in the amount of R$ 850 million, or R$ 1.25 per share, using the profit reserve established under the by-laws and the Retained earnings reserve for this purpose. The payment of these dividends took place on December 28, 2011.

 

(d)         Adjustments to Stockholders’ equity

 

 

 

2012

 

2011

 

Jan. 1, 2011

 

Adjustments to Stockholders’ equity

 

 

 

 

 

 

 

Cost attributed to generation assets

 

959,303

 

1,080,233

 

1,209,212

 

Conversion adjustments

 

10,025

 

5,354

 

(772

)

Cash flow hedge instruments in jointly-controlled subsidiary

 

(383

)

567

 

1,393

 

 

 

968,945

 

1,086,154

 

1,209,833

 

 

The conversion adjustments include the foreign exchange variance incurred upon conversion and consolidation of Transchile’s financial statements based on the period-end exchange rates, posted directly in this account of Stockholders’ equity.

 

The amounts recorded as deemed cost of the generation assets are due to the new valuation of the generation assets, with their fair value being defined by the replacement cost in the initial adoption of international accounting standards on January 1, 2009.  The new valuation of the generation assets results in an increase of these amounts, reported in the specific account of Stockholders’ equity, net of tax effects.

 

24.           REVENUE

 

 

 

Consolidated

 

 

 

2012

 

2011
(Reclassified)

 

Revenue from supply of electricity (a)

 

18,613,559

 

16,567,739

 

Revenue from use of the electricity distribution systems (TUSD) (b)

 

2,215,060

 

1,978,066

 

Transmission revenue

 

 

 

 

 

Transmission concession revenue (c)

 

1,675,076

 

1,407,836

 

Transmission construction revenue (d)

 

160,257

 

120,170

 

Transmission indemillionity revenue (c)

 

192,311

 

 

Distribution construction revenue (d)

 

1,445,840

 

1,412,407

 

Gas construction revenue (d)

 

24,856

 

6,550

 

Transactions in electricity on the CCEE

 

427,360

 

268,970

 

Other operational revenues (e)

 

1,324,002

 

983,480

 

Taxes and sector charges applied to operational revenue (f)

 

(7,617,946

)

(6,996,502

)

Net operational revenue

 

18,460,375

 

15,748,716

 

 

171



Table of Contents

 

a)                 Overall revenue from supply of electricity

 

Breakdown of revenue from supply of electricity by type of consumer:

 

 

 

MWh ( * )

 

R$

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Residential

 

11,518,441

 

10,742,297

 

6,226,699

 

5,451,747

 

Industrial

 

25,969,189

 

26,028,775

 

4,581,625

 

4,362,073

 

Commercial, Services and Others

 

7,949,909

 

6,984,941

 

3,542,329

 

3,045,417

 

Rural

 

2,874,259

 

2,646,475

 

785,128

 

707,958

 

Public authorities

 

1,343,999

 

1,191,280

 

606,878

 

531,496

 

Public illumination

 

1,463,813

 

1,371,091

 

392,682

 

356,667

 

Public service

 

1,549,311

 

1,439,200

 

464,473

 

424,407

 

Subtotal

 

52,668,921

 

50,404,059

 

16,599,814

 

14,879,765

 

Own consumption

 

62,133

 

57,098

 

 

 

Supply not yet invoiced, net

 

 

 

71,285

 

74,830

 

 

 

52,731,054

 

50,461,157

 

16,671,099

 

14,954,595

 

Wholesale supply to other concession holders (**)

 

13,867,837

 

14,457,890

 

1,903,052

 

1,577,128

 

Sales under the Proinfa program

 

126,900

 

120,827

 

39,408

 

36,016

 

Total

 

66,725,791

 

65,039,874

 

18,613,559

 

16,567,739

 

 


(*) The MWh columillion includes a percentage of the total electricity sold by Light equivalent to the Company’s stockholding. (Data not reviewed by external auditors)

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

 

Annual tariff review — Cemig D

 

On April 8, 2012 Aneel approved the result of the Tariff Adjustment for Cemig D. The result approved by Aneel was for an upward adjustment of 5.24%, made up of two components: (i) The Structural component, of 2.90%, comprising the non-manageable costs (“Portion A”) and manageable costs (“Portion B”); and (ii) Financial components, of 2.34%. The adjustment is in effect until April 2013. With the withdrawal of the financial components considered in the 2011 tariff process, of 1.39%, the average effect on the Company’s captive consumers was an increase of 3.85%.

 

Periodic Tariff Review — Cemig D

 

In April 8, 2013 the Brazilian electricity sector regulator, Aneel (Agência Nacional de Energia Elétrica), published the result of the Third Tariff Review of Cemig D (Cemig Distribuição S.A.), which will result in positive repositioning of Cemig D’s tariffs. These tariffs will take effect from April 8, 2013 and the average effect for consumers will be an increase of 2.99%.

 

172



Table of Contents

 

In this decision, Aneel is already applying the effects of Decree 7945, which governs the use of the funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE) to attenuate distributors’ costs of acquisition of electricity in the Electricity Trading Chamber (Câmara de Comercialização de Energia Elétrica, or CCEE) as a result of the unfavorable hydrological conditions, which have led to the dispatching of thermal generation plants, and as a result to reduce the impact of the tariff adjustment, limiting it to 3%. The amount that exceeds this percentage will be passed through in a single payment, within 10 business days from the date of publication of the Aneel Homologating Resolution. The amount of these funds coming from the CDE will be reimbursed by consumers in up to 5 years, updated by the IPCA inflation index.

 

According to the statement of calculation received by Cemig after the homologation of the result of the Tariff Review at the meeting of the Council of Aneel, the Net Regulatory Remuneration Base was R$ 5,511,768, and the Gross Regulatory Remuneration Base was R$ 15,355,843.

 

For more details about the Regulatory Remuneration Base (BRR) please see Explanatory Note 16 to the consolidated financial statements.

 

Annual tariff review — Light

 

On November 6, 2012, ANEEL approved the tariff adjustment of Light SESA for 2012. The result ratified by ANEEL represents a rate increase of 10.77%, consisting of two components: (i) Structural component of 7.17% for non-manageable (Portion A) and manageable (Portion B) costs and (ii) Financial component, which be effective until October 2013, of 3.60%. Considering the removal of the financial component present in Light’s rates in effect until this date, of -0.64%, the proposal represents an average rate increase for consumers of 11.41% from November 7, 2012.

 

b)                 Revenue from use of the electricity distribution grid — TUSD

 

A representative portion of the Large Industrial Consumers in the concession area of Cemig Distribuição and Light that are allowed to choose their power suppliers such as Cemig Geração e Transmissão and other power generating companies, also referred to as “free” consumers. Accordingly, the charges for the use of the distribution network (“TUSD”) of these “free” consumers are charged separately and recorded under this caption.

 

173



Table of Contents

 

c)                  Revenue from use of the transmission system

 

For the transmission concessions, revenue includes the portion received from agents of the electricity sector relating to operation and maintenance of the transmission lines, and also updating of the value of the transmission financial asset constituted, primarily, during the period of construction of the transmission facilities. The rates used for updating of the asset correspond to the remuneration on the capital applied in the enterprise, and these vary in accordance with the type of enterprise and the investing company’s cost of capital.

 

In 2012 the Company reported the gain estimated to result from the indemnity of the transmission assets to which the criteria of PM 579 apply.  There are more details in Note 4.

 

d)                 Construction revenue

 

Construction revenue is fully offset by Construction costs, and corresponds to the Company’s investments, in the period, in assets of the concession, while in Operational revenue, in some cases, it additionally includes the profit margin involved in the operation. See details in Explanatory Note 25.

 

e)                  Other operational revenues

 

 

 

Consolidated

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Supply of gas

 

754,996

 

578,830

 

Charged service

 

18,408

 

13,957

 

Telecoms services

 

162,232

 

157,819

 

Services rendered

 

117,416

 

98,393

 

Subsidies (*)

 

176,078

 

55,705

 

Rental and leasing

 

85,807

 

76,607

 

Other

 

9,065

 

2,169

 

 

 

1,324,002

 

983,480

 

 


(*) Revenue recognized for the subsidy received from Eletrobrás, for the discount given on tariffs charged to low-income consumers. The amounts have been homologated by Aneel and are reimbursed by Eletrobras.

 

174



Table of Contents

 

f)                   Taxes on revenue and regulatory charges

 

 

 

Consolidated

 

 

 

2012

 

2011

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

3,954,319

 

3,575,298

 

COFINS tax

 

1,655,724

 

1,495,852

 

PIS and Pasep taxes

 

359,496

 

324,824

 

Others

 

7,472

 

5,591

 

 

 

5,977,011

 

5,401,565

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve — RGR

 

287,248

 

204,887

 

Energy Efficiency Program — P.E.E.

 

38,357

 

42,640

 

CDE — Energy Development Account

 

616,253

 

516,122

 

Fuel Consumption Account — CCC

 

565,083

 

717,632

 

Research and Development — R&D

 

47,282

 

37,001

 

National Scientific and Technological Development Fund — FNDCT

 

41,027

 

32,057

 

Energy system expansion research — (EPE / Mining and Energy Ministry)

 

20,513

 

16,091

 

Emergency Capacity Charge

 

 

359

 

0.30% additional payment (Law 12111/09)

 

25,172

 

28,148

 

 

 

1,640,935

 

1,594,937

 

 

 

7,617,946

 

6,996,502

 

 

25.           OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Personnel (a)

 

1,360,796

 

1,248,651

 

33,910

 

37,128

 

Employees’ and managers’ profit shares

 

243,655

 

221,061

 

12,661

 

14,987

 

Post-retirement liabilities

 

133,991

 

123,700

 

10,111

 

8,435

 

Materials

 

82,535

 

97,752

 

182

 

222

 

Outsourced services (b)

 

1,127,478

 

1,030,827

 

22,451

 

12,962

 

Electricity bought for resale (c)

 

5,951,272

 

4,277,980

 

 

 

Depreciation and amortization

 

1,000,556

 

982,669

 

330

 

370

 

Royalties for use of water resources

 

186,384

 

153,979

 

 

 

Provisions (reversals) for operational losses (d)

 

781,806

 

257,611

 

400,613

 

(1,892

)

Charges for the use of the national grid

 

1,010,596

 

830,024

 

 

 

Gas bought for resale

 

495,114

 

329,105

 

 

 

Construction costs (e)

 

1,630,194

 

1,529,269

 

 

 

Other operational expenses, net (f)

 

634,617

 

362,032

 

38,988

 

20,126

 

 

 

14,638,994

 

11,444,660

 

519,246

 

92,338

 

 

a)                 Personnel expenses

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Remuneration and salary-related charges and expenses

 

1,218,975

 

1,131,846

 

31,277

 

25,359

 

Supplementary pension contributions — Defined-contribution plan

 

71,554

 

67,393

 

4,553

 

4,200

 

Assistance benefits

 

136,463

 

131,823

 

3,768

 

3,790

 

 

 

1,426,992

 

1,331,062

 

39,598

 

33,349

 

 

 

 

 

 

 

 

 

 

 

The PDV Temporary Voluntary Retirement Program

 

33,163

 

20,272

 

870

 

3,779

 

(-) Personnel costs transferred to construction in progress

 

(99,359

)

(102,683

)

(6,558

)

 

 

 

(66,196

)

(82,411

)

(5,688

)

3,779

 

 

 

1,360,796

 

1,248,651

 

33,910

 

37,128

 

 

175



Table of Contents

 

Employee special retirement programs

 

Incentive Retirement Program — PDP

 

From November 2011 to January 17, 2012 the Company offered the Incentive Retirement Program (Programa Desligamento Premiado — PDP), which had among its principal benefits: payment of one gross monthly salary and six months’ contribution to the health plan after retirement, deposit of the payment of 40% of the balance on the FGTS account (otherwise payable only in the event of non-voluntary termination of employment), and payment of the full advance notice period, from a minimum of 30 day’s up to a maximum of three months’ (90 days’) salary. In 2012, a total of 182 employees had subscribed to the program.

 

The PID Incentive Retirement Program

 

For the period January 17, 2013 to March 27, 2013, the Company created the PID, available only to employees who already satisfied the full condition for retirement under the National Social Security System (Instituto Nacional de Seguridade Social, or INSS), and also qualified for retirement through Forluz, and had been with the Company for a minimum of 20 years. This program offers four times the gross monthly remuneration, six months’ contribution to the health plan and the other indemillionity payments specified by Law.  The financial impact of the program will be reported in 2013, depending on how many employees accept it, and the period for termination will close in June 2013.

 

b)                 Outsourced services

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Collection / Meter reading / Bill delivery Agents

 

187,784

 

176,612

 

 

 

Communication

 

105,708

 

89,802

 

895

 

1,728

 

Maintenance and conservation of electrical facilities and equipment

 

248,651

 

205,191

 

103

 

64

 

Building conservation and cleaning

 

77,697

 

58,971

 

95

 

59

 

Contracted labor

 

31,567

 

59,662

 

357

 

302

 

Freight and airfares

 

13,762

 

11,638

 

1,946

 

2,007

 

Accommodation and meals

 

19,618

 

18,995

 

391

 

391

 

Security services

 

23,766

 

23,285

 

 

 

Consultancy

 

45,380

 

26,564

 

8,598

 

3,127

 

Maintenance and conservation of furniture and utensils

 

42,871

 

67,915

 

1,446

 

894

 

Maintenance and conservation of vehicles

 

11,374

 

21,669

 

1,657

 

32

 

Disconnection and reconnection

 

44,014

 

52,913

 

 

 

Environment

 

29,267

 

27,693

 

 

 

Electricity

 

1,168

 

1,073

 

253

 

 

Tree pruning

 

25,852

 

25,146

 

 

 

Cleaning of power line pathways

 

37,434

 

34,609

 

 

 

Others

 

181,565

 

129,089

 

6,710

 

4,358

 

 

 

1,127,478

 

1,030,827

 

22,451

 

12,962

 

 

176



Table of Contents

 

c)                  Electricity bought for resale

 

 

 

Consolidated

 

 

 

2012

 

2011

 

 

 

 

 

 

 

From Itaipu Binacional

 

1,069,387

 

919,398

 

Spot market

 

889,716

 

337,152

 

Proinfa program

 

265,034

 

204,087

 

‘Bilateral contracts’

 

612,116

 

538,058

 

Electricity acquired in Regulated Market auctions

 

2,805,956

 

1,964,879

 

Electricity acquired in the Free Market

 

717,423

 

637,316

 

Credits of Pasep and Cofins taxes

 

(408,360

)

(322,910

)

 

 

5,951,272

 

4,277,980

 

 

d)                 Operational provisions (reversals)

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

Pension plan premiums

 

(3,607

)

3,106

 

261

 

39

 

Provision for doubtful receivables

 

315,201

 

163,629

 

 

 

Contingency provision

 

 

 

 

 

 

 

 

 

Employment-law cases

 

7,194

 

14,064

 

(7,184

)

1,006

 

Civil cases

 

38,171

 

35,360

 

(12,855

)

(8,842

)

Tax

 

3,293

 

8,036

 

(3,003

)

5,167

 

Environmental

 

1,068

 

777

 

777

 

27

 

Regulatory

 

419,470

 

17,635

 

423,077

 

(2,621

)

Other

 

1,016

 

15,004

 

(460

)

3,332

 

 

 

470,212

 

90,876

 

400,352

 

(1,931

)

 

 

781,806

 

257,611

 

400,613

 

(1,892

)

 

Cemig D provisioned the amount of R$ 159,015 as allowance for doubtful receivables in 2012, reflecting amounts receivable from industrial consumers due to non-payment of the ICMS applicable to the portions of invoices that comprise the TUSD charge.

 

e)                  Construction costs

 

 

 

Consolidated

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Personnel and managers

 

106,784

 

100,674

 

Materials

 

755,408

 

603,612

 

Outsourced services

 

668,441

 

727,927

 

Other

 

99,561

 

97,056

 

 

 

1,630,194

 

1,529,269

 

 

177



Table of Contents

 

f)                   Other operational expenses, net

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Leasings and rentals

 

105,475

 

87,351

 

818

 

828

 

Advertising

 

7,869

 

24,353

 

361

 

564

 

Own consumption of electricity

 

14,017

 

18,944

 

 

 

Subsidies and donations

 

38,958

 

33,906

 

1,465

 

3,017

 

Aneel inspection charge

 

47,030

 

45,762

 

 

 

Paid concessions

 

25,547

 

20,666

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

37,683

 

26,536

 

240

 

145

 

Insurance

 

10,830

 

7,948

 

2,172

 

820

 

CCEE annual charge

 

6,028

 

5,896

 

3

 

4

 

TDRF — License fee ( * )

 

7

 

30,015

 

 

 

Net loss on deactivation and disposal of assets

 

125,659

 

21,591

 

44

 

187

 

Forluz — Current Administration expense

 

22,592

 

15,233

 

1,110

 

993

 

Other expenses

 

192,922

 

23,831

 

32,775

 

13,568

 

 

 

634,617

 

362,032

 

38,988

 

20,126

 

 


( * ) License Charge for use or Occupation of Land Adjoining Highways (TFDR).

 

In 2012 the Company posted losses for de-activation of assets arising from the carrying out of the physical inventory to comply with Aneel Resolution 367/2009.

 

Operational Leasing

 

The Company has Operational Leasing contracts relating, mainly, to vehicles and buildings used in operations. Their amounts are not significant in relation to the Company’s total costs.

 

178



Table of Contents

 

26.           FINANCIAL REVENUE AND EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

2012

 

2011

 

2012

 

2011

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

 

 

Income from financial investments

 

295,812

 

410,195

 

31,746

 

21,034

 

Charges on arrears of overdue electricity bills

 

179,475

 

150,522

 

 

 

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

 

157,366

 

152,145

 

 

 

Foreign exchange variations

 

43,692

 

20,453

 

1

 

35

 

Pasep and Cofins taxes on financial revenues

 

(41,625

)

(42,347

)

(41,666

)

(41,956

)

Gains on financial instruments

 

27,588

 

16,120

 

 

 

FIDC revenues

 

 

 

87,532

 

49,433

 

Monetary variations

 

2,607

 

 

8,761

 

 

 

Monetary updating on Finsocial tax (Note 9)

 

57,282

 

67,341

 

 

67,341

 

Monetary Updating on Court escrow deposit (Note 11)

 

 

67,506

 

 

67,506

 

Monetary updating of CRC Account (Note 12)

 

2,382,862

 

 

2,382,862

 

 

Other

 

105,180

 

153,060

 

7,374

 

10,076

 

 

 

3,210,239

 

994,995

 

2,476,610

 

173,469

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Costs of loans and financings

 

(1,242,959

)

(1,311,023

)

(103,691

)

(20,896

)

Foreign exchange variations

 

(81,933

)

(39,870

)

(21

)

(206

)

Monetary updating — loans and financings

 

(185,965

)

(145,780

)

 

 

Monetary updating - paid concessions

 

(34,077

)

(21,239

)

 

 

Monetary updating — R&D and P.E.E.

 

(23,522

)

(34,825

)

 

 

Monetary updating — Other

 

(48,104

)

(91,654

)

(4

)

 

Adjustment to present value

 

(1,064

)

(1,042

)

 

 

Charges and monetary updating on Post-retirement liabilities

 

(132,418

)

(162,878

)

(4,599

)

(5,235

)

Monetary updating of AFACs (Note 23)

 

 

(66,136

)

 

(66,136

)

Other

 

(207,873

)

(90,819

)

(28,967

)

(21,418

)

 

 

(1,957,915

)

(1,965,266

)

(137,282

)

(113,891

)

NET FINANCIAL REVENUE (EXPENSES)

 

1,252,324

 

(970,271

)

2,339,328

 

59,578

 

 

The Pasep and Cofins expenses apply to Interest on Equity.

 

179



Table of Contents

 

27.           RELATED PARTY TRANSACTIONS

 

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

 

 

 

Consolidated

 

 

 

ASSETS

 

LIABILITIES

 

REVENUE

 

EXPENSES

 

COMPANY

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

Cemig D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation Working Agreement (1)

 

 

 

22,809

 

22,212

 

 

 

9,253

 

12,059

 

Interest on Equity, and dividends

 

119,947

 

109,215

 

 

 

 

 

 

 

Transactions in electricity (2)

 

40,804

 

40,546

 

4,211

 

4,067

 

424,851

 

374,859

 

(47,580

)

(54,507

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation Working Agreement (1)

 

29,081

 

11,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation Working Agreement (1)

 

 

 

18,079

 

280

 

 

 

733

 

(6,857

)

Interest on Equity, and dividends

 

399,476

 

 

 

 

 

 

 

 

Transactions in electricity (2)

 

3,938

 

4,374

 

28,516

 

29,054

 

52,033

 

57,716

 

(312,177

)

(283,049

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation Working Agreement (1)

 

18,812

 

25,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

19,373

 

19,214

 

 

 

 

 

 

 

Transactions in electricity (2)

 

127

 

138

 

940

 

880

 

31,671

 

30,520

 

(7,767

)

(6,250

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Capim Branco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

9,178

 

3,029

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

7,406

 

7,320

 

4,975

 

4,349

 

(90,627

)

(72,582

)

Services (3)

 

1,628

 

2,345

 

 

 

4,379

 

4,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Telecomunicações

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

 

7,225

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

 

 

2,989

 

3,457

 

 

 

Sharing of infrastructure (4)

 

2,444

 

1,195

 

 

 

4,630

 

5,579

 

 

 

Service (5)

 

 

 

3,558

 

4,649

 

 

 

(19,858

)

(26,531

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maintenance (6)

 

299

 

701

 

 

 

 

 

 

 

 

 

Personnel seconded (7)

 

1,007

 

1,212

 

 

 

 

 

2,361

 

2,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transmissora Aliança de Energia Elétrica

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

37,716

 

115,026

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

3,645

 

4,454

 

 

 

(33,715

)

(34,477

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services (8)

 

 

 

2,963

 

758

 

 

 

(12,485

)

(1,339

)

Personnel seconded (7)

 

1,473

 

 

 

 

 

 

382

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel seconded (7)

 

3,735

 

2,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empresa Paraense de Transmissão de Energia - ETEP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

316

 

295

 

 

 

(2,911

)

(2,582

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baguari Energia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

26,218

 

5,513

 

 

 

 

 

 

 

Transactions in electricity (2)

 

10

 

11

 

717

 

389

 

389

 

343

 

(5,966

)

(5,064

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GASMIG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

20,664

 

21,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empresa Regional de Transmissão de Energia S.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

8,246

 

8,918

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

163

 

121

 

 

 

(1,342

)

(1,031

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empresa Amazonense de Transmissão de Energia S.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

 

4,729

 

 

 

 

 

 

 

Transactions in electricity (2)

 

 

 

1,621

 

1,466

 

 

 

(14,422

)

(12,793

)

 

180



Table of Contents

 

 

 

Consolidated

 

 

 

ASSETS

 

LIABILITIES

 

REVENUE

 

EXPENSES

 

COMPANY

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and Traders (9)

 

8,197

 

6,657

 

 

 

96,286

 

89,267

 

 

 

Consumers and Traders (10)

 

 

25,016

 

 

 

 

 

 

 

Accounts receivable from Minas Gerais state government — CRC Account (11)

 

2,422,099

 

 

 

 

69,834

 

102,712

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable from Minas Gerais state government — CRC Account (11)

 

 

1,830,075

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

 

 

467,930

 

265,700

 

 

 

 

 

Debentures (12)

 

 

 

52,758

 

46,896

 

 

 

(5,862

)

(9,813

)

Financings — Minas Gerais Development Bank (13)

 

 

 

9,213

 

14,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee post-retirement benefits (14)

 

 

 

51,227

 

74,441

 

 

 

(93,427

)

(106,239

)

Personnel expenses (15)

 

 

 

 

 

 

 

(71,554

)

(67,393

)

Administration costs (16)

 

 

 

 

 

 

 

(22,369

)

(15,233

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee post-retirement benefits (14)

 

 

 

763,643

 

772,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEMIG SAÚDE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Plan and Dental Plan (17)

 

 

 

611,956

 

598,111

 

 

 

(73,934

)

(70,303

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANDRADE GUTIERREZ S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction - Santo Antonio Hydro Plant (18)

 

507

 

 

2,797

 

6,892

 

 

 

 

 

Loan (19)

 

 

 

31

 

28

 

 

 

 

 

Light for Everyone (Luz para Todos) Program (20)

 

 

 

 

 

 

 

(2,129

)

(8,906

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction - Santo Antonio Hydro Plant (18)

 

6,961

 

4,395

 

 

 

 

 

 

 

Light for Everyone (Luz para Todos) Program (20)

 

 

 

 

263

 

 

 

 

 

 

Main material comments on the above transactions:

 


(1) Technical Cooperation Working Agreement between Cemig, Cemig D and Cemig GT instituted by Aneel Dispatch 3924/2008. This includes, principally, reimbursement of expenses relating to sharing of infrastructure, personnel, transport, telecommunications and IT.

(2) The company has electricity purchase contracts with Cemig GT, Light, Baguari Energia, Santo Antônio Energia and Cemig Capim Branco, under public electricity auctions held over the period 2004 to 2011; for the bilateral contracts between Cemig D and Cemig Capim Banco the dates of the auctions are prior to 2004. The contracts have period of eight years from start of supply and annual updating of price by the IG PM index. These transactions were carried out on terms equivalent to arms-length transactions, since the electricity was purchased through an auction organized by the federal government, which subsequently specified the contracts that were to be signed between distributors and generators. The Company also has contracts for sale of electricity with Cemig D and Light, arising from the 2004 and 2011 public auctions of the existing generation capacity, for 8 years’ supply, with annual price adjustment by the IGP-M inflation index. For Cemig Telecomunicações, Transmissora Aliança de Energia Elétrica, Empresa Amazonense de Transmissão de Energia, Empresa Regional de Transmissão de Energia and Empresa Paraense de Transmissão de Energia the transactions in electricity refer to Charges for Use of the Network.

(3) This refers to the service contract for operation and maintenance of the Amador Aguiar I and II hydroelectric plants and other associated equipment signed between Cemig Geração e Transmissão and Cemig Capim Branco in 2011, with duration of two years, adjusted by the IGP-M index.

(4) Sharing of excess infrastructure of distribution, transmission and subtransmission comprising distribution network posts, building installments and other infrastructures, between Cemig and Cemig Telecom through a contract signed in 2000 with duration of 15 years.  The amount received varies in accordance with revenue obtained for the use of the infrastructure by Cemig Telecom.  There is no index for adjustment.

(5) Contract for provision of telecoms services through supply of network capacity between Cemig Telecom and Cemig D in 2009 and 2010 with duration of 5 years, updated by the IGP-M index;

(6) Preventive and corrective maintenance services on the transmission and subtransmission lines that are used jointly, including OPGW cables, transition cables and their accessories.

(7) Reimbursement of expenses relating to personnel seconded by Cemig to companies of the Group.

(8) Refers to the service contract for reading, printing and simultaneous delivery of electricity consumption invoices in kWh, through a technology developed for this, visual inspection of consumer units, collection and confirmation of client registry data, updating of postal addresses, allocation of routes, planning and change of urban and rural routes — signed by Cemig Serviços and Cemig Distribuição in 2011, with duration of two years.  Amendments may be made for successive equal periods up to the period of 48 months.  Extendable for up to four years, adjusted by the IGP-M index.

(9) Sale of electricity to Minas Gerais State government — terms equivalent to arm’s-length transaction, since the price of electricity is set by Aneel through a Resolution specifying the company’s annual Tariff Adjustment.

(10) This refers to the renegotiation of the debit arising from the sale of electricity to COPASA, which was settled in full in September 2012.

(11) Injection of the credits of the CRC into a Receivables Fund in senior and subordinated units. See Explanatory Note 10 to the Interim consolidated financial statements.

(12) Private issue of R$ 120,000 in non-convertible debentures, updated by the IGP—M inflation index, for completion of the Irapé hydroelectric plant, with redemption 25 years from issue date. The amount at December 31, 2009 was adjusted to present value.

 

181



Table of Contents

 

(13) Financings of the subsidiaries Transudeste, Transleste and Transirapé, maturity in 2019 (TJLP long-term interest rate + 4.5% p.a. and UMBNDES + 4.54% p.a.) and of Transleste, in 2017 (US$ + 5%) and 2025 (9.5% p.a.);

(14) The contracts of Forluz are updated by the Amplified Consumer Price Index (IPCA) calculated by the Brazilian Geography and Statistics Institute (IBGE) (See Explanatory Note 21) and will be amortized up to 2024.

(15)This refers to Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 16), calculated on the monthly remunerations in accordance with the regulations of the Fund.

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

(17) Contribution by the sponsor to the health plan and dental plan of the employees.

(18) Contracts with Construtora Andrade Gutierrez S.A for construction of the Santo Antônio Hydroelectric Plant, and, for transmission facilities specific to that plant, with the Santo Antônio Construction Consortium (Consórcio Construtor Santo Antônio, or CCSA), of which Construtora Andrade Gutierrez S.A. is a member, responsible for services of preparation of plans and for the civil works (Consórcio Santo Antônio Civil).

(19) The balance is the difference arising from alteration of the remuneration index of the loan contract between Andrade Gutierrez Participações S.A and Santo Antônio Energia S.A on December 6, 2008 — from the IGP-M index, to the TJLP Long-term Interest Rate plus 3.1%, approved by a meeting of the Board of Directors of Santo Antônio Energia S.A. on February 24, 2010.

(20) Contract for works to implement one lot of the Light for Everyone (Luz Para Todos) rural electrification program in Cemig’s concession area, between Cemig D and the Iluminas Consortium, of which Andrade Gutierrez is a member.

 

For more information on the principal transactions, please see Explanatory Notes 12, 19, 21 and 25.

 

Remuneration of key management

 

Total compensation amounts paid to the members of the Board of Directors and the Chief Officers in 2012 and 2011 were as follows:

 

 

 

2012

 

2011

 

Remuneration

 

7,762

 

9,142

 

Profit shares

 

2,301

 

1,980

 

Post-retirement benefits

 

888

 

713

 

Assistance benefits

 

1,243

 

102

 

Total

 

12,194

 

11,937

 

 

28.            FINANCIAL INSTRUMENTS; RISK MANAGEMENT

 

The financial instruments of the Company, its subsidiaries and its jointly-controlled subsidiaries are restricted to: Cash and cash equivalents; Securities; Consumers and traders; Accounts receivable from the Minas Gerais State government; Financial assets of the concession; Loans and financings; Liabilities under debentures; Post-retirement obligations; and Derivatives. The gains and losses on transactions are registered in full in the profit and loss account or in stockholders’ equity, by the accrual method.

 

The Company’s financial instruments and those of its subsidiaries and jointly-controlled subsidiaries are recorded at fair value and measured in accordance with the following classifications:

 

·                       Loans and receivables — In this category are: Cash equivalents; Receivables from consumers; Traders and concession holders — Transport of electricity; Linked funds; and Financial assets not covered by Provisional Measure 579.  They are recognized at their nominal realization value which is similar to fair value.

 

182



Table of Contents

 

·                      Financial instruments at fair value through profit or loss —  In this category are Securities, and Derivative instruments (mentioned in item “b”).  They are valued at fair value and the gains or losses are recognized directly in the Profit and loss account.

 

·                      Financial instruments held to maturity — This category includes Securities for which there is a positive intention to hold them until maturity. They are measured at the amortized cost using the effective interest method.

 

·                      Financial Instructions available for sale — As from December 31, 2012, Financial assets of the concession covered by Provisional Measure 579 are in this category.  They are measured at the New Replacement Value (VNR), equivalent to fair value on the date of the financial statements.

 

·                      Non-derivative financial liabilities — In this category are: Loans and financings, Obligations under debentures, Debt agreed with the pension fund (Forluz); and Suppliers. These are measured at the amortized cost using the effective interest method.  The Company has calculated the fair value of its Loans, financings and debentures using the CDI rate + 0.9%, based on its most recent funding.  For the following instruments Company considered their fair value to be equal to book value: loans, financings and debentures with rates in the following ranges between: IPCA + 4.70% and IPCA + 5.10%; CDI + 0.65% to CDI + 0.73%; IGPM + 4.70% to IGPM + 5.10%; and fixed-rate at 8.5% to 10.07%.  For the financings from BNDES and Eletrobras the fair value is identical to the book value, since there are no similar instruments with comparable maturity dates and interest rates.

 

·                      Derivatives: These are measured at fair value and the effects recognized directly in the Profit and loss account, except for the cash flow hedge in the jointly-controlled subsidiary Madeira Energia S.A., for which the effective portion of the variations in fair value of the derivatives is recognized directly in Stockholders’ Equity.  These financial instruments of Madeira Energia were settled in full in 2012.

 

183



Table of Contents

 

 

 

2012

 

2011

 

January 1, 2011

 

Financial instrument categories

 

Book value

 

Fair value

 

Book value

 

Fair value

 

Book value

 

Fair value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents — Short-term investments

 

2,328,910

 

2,328,910

 

2,704,600

 

2,704,600

 

2,885,088

 

2,885,088

 

Receivable from consumers and traders

 

2,661,808

 

2,661,808

 

2,708,316

 

2,708,316

 

2,358,292

 

2,358,292

 

Concession holders — transport of energy

 

515,896

 

515,896

 

438,991

 

438,991

 

400,556

 

400,556

 

Credits from the Minas Gerais State Government

 

2,422,099

 

2,422,099

 

1,830,075

 

1,830,075

 

1,837,088

 

1,837,088

 

Financial assets of the concession

 

6,621,961

 

6,621,961

 

10,206,286

 

10,206,286

 

8,297,168

 

8,297,168

 

 

 

14,550,674

 

14,550,674

 

17,888,268

 

17,888,268

 

15,778,192

 

15,778,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets of the concession

 

5,585,254

 

5,585,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

646,987

 

646,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Held for trading

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

1,072,567

 

1,072,567

 

358,987

 

358,987

 

321,858

 

321,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - Swap contracts

 

31,734

 

31,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Valued at amortized cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

1,735,462

 

1,735,462

 

1,189,848

 

1,189,848

 

1,121,009

 

1,121,009

 

Debt agreed with pension fund (Forluz)

 

814,870

 

814,870

 

846,581

 

846,581

 

868,178

 

868,178

 

Concessions payable

 

209,817

 

209,817

 

137,686

 

137,686

 

117,802

 

117,802

 

Loans, financings and debentures

 

16,170,310

 

16,799,296

 

15,779,069

 

15,767,142

 

13,226,490

 

13,226,490

 

 

 

18,930,459

 

19,559,445

 

17,953,184

 

17,941,257

 

15,333,479

 

15,333,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - Swap contracts

 

1,319

 

1,319

 

23,501

 

39,410

 

66,892

 

61,987

 

 

a) Management of risks

 

Corporate risk management is a management tool that is part of the Company’s corporate governance practices and is aligned with the planning process in setting the Company’s strategic business objectives.

 

The Company has a Financial Risks Management Committee, the purpose of which is to implement guidelines and monitor the financial risk of transactions that could negatively affect the Company’s liquidity or profitability, recommending hedge protection strategies to control the Company’s exposure to foreign exchange rate risk, interest rate risk, and inflation risks. These protection strategies are in accordance with the Company’s overall strategy.

 

A key aim of the Financial Risks Management Committee is to give predictability to the Company’s cash flow and position for a maximum of 12 months, taking into account the economic scenario published by a firm of external consultants.

 

184



Table of Contents

 

The principal risks to which the Company is exposed are as follows:

 

Exchange rate risk

 

Cemig and its subsidiaries and jointly-controlled subsidiaries exposed to market risk from adverse changes in foreign currency rates, primarily of the US dollar against the Brazilian Real, which could potentially have impact on indebtedness, profit and cash flow. To reduce exposure to adverse changes in exchange rates, the Company held certain hedge contracts in December 31, 2012 and 2011, which are described in more detail in item “b” below.

 

These tables indicate the net exposure to exchange rates:

 

 

 

2012

 

2011

 

Exposure to exchange rates 

 

Foreign
currency

 

R$

 

Foreign
currency

 

R$

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings (Note 19)

 

240,093

 

489,789

 

169,653

 

318,947

 

Suppliers (Itaipu Binacional)

 

105,115

 

219,162

 

106,321

 

198,280

 

(—) Contracted hedges / swaps

 

(8,414

)

(19,414

)

(27,263

)

(45,833

)

 

 

336,794

 

689,537

 

248,711

 

471,394

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings — Euro (Note 19)

 

14,150

 

38,206

 

15,349

 

37,299

 

(—) Contracted hedges / swaps

 

(11,358

)

4,295

 

(130

)

(317

)

 

 

2,792

 

42,501

 

15,219

 

36,982

 

 

 

 

 

 

 

 

 

 

 

UMBNDES (*)

 

 

 

66,379

 

2,661

 

Net liabilities exposed

 

 

 

732,038

 

 

 

511,037

 

 


(*) BNDES Monetary Unit — reflects the weighted average of the FX variations existing in the BNDES Basket of Currencies.

 

Interest rate sensitivity analysis

 

The Company estimates that, based on its financial consultants, in a probable scenario, the foreign exchange variation of the foreign currencies in relation to the Real at the end of 2013 will be an appreciation of the dollar by 0.29% to R$ 2.050, and a depreciation of the Euro by 2.67%, to R$ 2.622.  The Company has made an analysis of the sensibility of the effects on the Company’s profit arising from depreciation of the Real exchange rate by 25% and 50% in relation to the probable scenario, naming these scenarios as “possible” and “remote” respectively.

 

185



Table of Contents

 

Risk: foreign exchange rate exposure

 

Base scenario
Dec. 31, 2012

 

“Probable”
scenario

 

“Possible”
scenario: FX
depreciation
25%

 

“Remote”
scenario: FX
depreciation
50%

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings (Note 19)

 

489,789

 

491,227

 

614,034

 

736,841

 

Suppliers (Itaipu Binacional)

 

219,162

 

219,805

 

274,756

 

329,708

 

(—) Contracted hedges and swaps

 

(19,414

)

(19,471

)

(24,339

)

(29,207

)

 

 

689,537

 

691,561

 

864,451

 

1,037,342

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings (Note 19)

 

38,206

 

37,185

 

46,481

 

55,777

 

(—) Contracted hedges and swaps

 

4,295

 

4,606

 

4,684

 

4,762

 

 

 

42,501

 

41,791

 

51,165

 

60,539

 

Net liabilities exposed

 

732,038

 

733,352

 

915,616

 

1,097,881

 

Net effect of exchange rate variation

 

 

 

1,314

 

183,578

 

365,843

 

 

Interest rate risk

 

Cemig and its subsidiaries are exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 216,816 (R$ 207,489, on December 31, 2011).

 

In relation to the risk of increase in domestic Brazilian interest rates, the Company’s exposure arises from net liabilities indexed to the Selic and CDI rates, as follows:

 

 

 

Consolidated

 

Exposure to domestic interest rate changes

 

2012

 

2011

 

Assets

 

 

 

 

 

Cash equivalents — Short-term investments (Note 6)

 

2,328,910

 

2,704,600

 

Securities (Note 7)

 

1,719,554

 

358,987

 

Linked funds

 

132,495

 

3,386

 

 

 

4,180,959

 

3,066,973

 

Liabilities

 

 

 

 

 

Loans, financings and debentures — CDI (Note 19)

 

(7,569,832

)

(9,274,474

)

Loans, financings and debentures — TJLP (Note 19)

 

(2,087,568

)

(1,991,435

)

Contracted interest rate hedges and swaps

 

(750,000

)

(750,000

)

 

 

(10,407,400

)

(12,015,909

)

Net liabilities exposed

 

(6,226,441

)

(8,948,936

)

 

Interest rate sensitivity analysis

 

In estimating risk related to the most important interest rates, the Company and its subsidiaries estimate that in a “probable” scenario, on December 31, 2013 the Selic rate and the TJLP Long-term Interest Rate will be, respectively, 7.25% and 5%.  The Company has made a sensitivity analysis of the effects on its profit arising from increases in rates of 25% and 50% in relation to the “probable” scenario, naming these scenarios “possible” and “remote”, respectively. Variation in the CDI rate accompanies the variation in the Selic rate.

 

Estimation of the scenarios for the path of interest rates will consider the projection of the Company’s basic, optimistic and pessimistic scenarios, based on opinions from its financial consultants, as described in the Hedging Policy.

 

186



Table of Contents

 

 

 

Dec. 31, 2012

 

December 31, 2013

 

Risk — Increase in Brazilian domestic interest rates

 

Book value

 

“Probable”
scenario
Selic 7.25%

TJLP 5.00%

 

“Possible”
scenario

Selic 9.06%
TJLP 6.25%

 

“Remote”
scenario
Selic 10.88%

TJLP 7.50%

 

Assets

 

 

 

 

 

 

 

 

 

Short-term investments (Note 6)

 

2,328,910

 

2,497,756

 

2,539,909

 

2,582,295

 

Securities (Note 7)

 

1,719,554

 

1,844,222

 

1,875,346

 

1,906,641

 

Linked funds

 

132,495

 

142,101

 

144,499

 

146,910

 

 

 

4,180,959

 

4,484,079

 

4,559,754

 

4,635,846

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans and financings — CDI (Note 19)

 

(7,569,832

)

(8,118,645

)

(8,255,659

)

(8,393,430

)

Loans and financings — TJLP (Note 19)

 

(2,087,568

)

(2,191,946

)

(2,218,041

)

(2,244,136

)

Contracted interest rate hedges and swaps

 

(750,000

)

(802,200

)

(815,232

)

(831,600

)

 

 

(10,407,400

)

(11,112,791

)

(11,288,932

)

(11,469,166

)

Net liabilities exposed

 

(6,226,441

)

(6,628,712

)

(6,729,178

)

(6,833,320

)

Net effect of variation in interest rate

 

 

 

(402,271

)

(502,737

)

(606,879

)

 

Risk of increase in inflation

 

The Company is exposed to the risk of increase in inflation, on December 31, 2012.  This exposure is as a result of the net liabilities indexed to the variation of the IPCA index and the IGP-M index, as shown below:

 

Exposure to increase in inflation 

 

2012

 

2011

 

Assets

 

 

 

 

 

Financial assets of the concession — IGP-M (Note 13)

 

5,585,254

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Loans, financings and debentures — IPCA index (Note 19)

 

(3,896,635

)

(2,249,647

)

Loans, financings and debentures — IGP—M index (Note 19)

 

(466,699

)

(443,018

)

 

 

(4,363,334

)

(2,692,665

)

 

 

 

 

 

 

Net assets (liabilities) exposed

 

1,221,920

 

(2,692,665

)

 

Interest rate sensitivity analysis

 

In estimating risk related to the most important interest rates, the Company estimates that in a “probable” scenario, on December 31, 2013 the IPCA rate and the IGP-M will be, respectively, 5.42% and 5.21%.   The Company has made a sensitivity analysis of the effects on its profit arising from increases in inflation of 25% and 50% in relation to the “probable” scenario, naming these the “possible” and “remote” scenarios, respectively.

 

187



Table of Contents

 

 

 

Dec. 31, 2012

 

December 31, 2013

 

Risk: increase in inflation 

 

Book
value

 

“Probable”
scenario

IPCA 5.42%
IGP—M 5.21%

 

“Possible”
scenario

IPCA + 6.78%
IGP—M 6.51%

 

“Remote”
scenario

IPCA + 8.13%
IGP—M 7.82%

 

Assets

 

 

 

 

 

 

 

 

 

Financial assets of the concession — IGP-M (Note 13)

 

5,585,254

 

5,876,246

 

5,948,854

 

6,022,021

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures — IPCA index (Note 19)

 

(3,896,635

)

(4,107,833

)

(4,160,827

)

(4,213,431

)

Loans, financings and debentures — IGP—M index (Note 19)

 

(466,699

)

(491,014

)

(497,081

)

(503,195

)

 

 

(4,363,334

)

(4,598,847

)

(4,657,908

)

(4,716,626

)

 

 

 

 

 

 

 

 

 

 

Net assets exposed

 

1,221,920

 

1,277,399

 

1,290,946

 

1,305,395

 

Net effect of variation in IPCA index

 

 

 

55,479

 

69,026

 

83,475

 

 

Liquidity risk

 

Cemig has sufficient cash flow to cover its cash requirements related to its operational activities.

 

The Company manages liquidity risk with a group of methodologies, procedures and instruments that are coherent with the complexity of the business, and applied in permanent control of the financial processes, to guarantee appropriate risk management.

 

In its liquidity risk management, CEMIG performs continuous, conservative monitoring of its cash flows from a budget-based perspective. Each month, the Company prepares both a 12-month forecast of the monthly activity for each subsidiary, and a 180-day forecast of the daily activity for each subsidiary in order to monitor its liquidity.

 

Short-term investments similarly follow rigid principles, established in the Investment Policy: up to 20% of the funds are in exclusive private credit investment funds, without market risk, and the remainder is invested directly in bank CDBs or repo contracts which earn interest at the CDI rate.

 

In managing cash investments, the Company seeks to obtain profitability on the transactions through rigid analysis of financial institutions’ credit, obeying operational limits with banks based on assessments of the financial institutions’ ratings, risk exposures and equity position. It also seeks greater returns on investments by strategically investing in securities with longer investment maturities, while bearing in mind the Company’s minimum liquidity control requirements.

 

188



Table of Contents

 

The flow of payments of the Company’s obligations, under Loans, financings and debentures, for floating and fixed rates, including the interest specified in contracts, is shown in the table below:

 

Consolidated

 

1 month
or less

 

1 to 3
months

 

3 months
to 1 year

 

1 to 5
years

 

Over 5
years

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

615,520

 

350,589

 

3,514,146

 

9,199,228

 

5,508,202

 

19,187,685

 

Concessions payable

 

1,692

 

5,003

 

13,075

 

66,952

 

163,453

 

250,175

 

Debt agreed with pension fund (Forluz)

 

8,186

 

16,487

 

75,743

 

458,533

 

948,509

 

1,507,458

 

 

 

625,398

 

372,079

 

3,602,964

 

9,724,713

 

6,620,164

 

20,945,318

 

- Fixed rate

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

3,393

 

8,587

 

876,252

 

129,163

 

233,135

 

1,250,530

 

Suppliers

 

1,735,462

 

 

 

 

 

1,735,462

 

 

 

1,738,855

 

8,587

 

876,252

 

129,163

 

233,135

 

2,985,992

 

 

 

2,364,253

 

380,666

 

4,479,216

 

9,853,876

 

6,853,299

 

23,931,310

 

 

Holding company

 

1 month
or less

 

1 to 3
months

 

3 months
to 1 year

 

1 to 5
years

 

Over 5
years

 

Total

 

Financial instruments at (interest rates):

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

 

1,099,291

 

20,040

 

 

 

1,119,331

 

Debt agreed with pension fund (Forluz)

 

403

 

811

 

3,727

 

22,560

 

46,667

 

74,168

 

 

 

403

 

1,100,102

 

23,767

 

22,560

 

46,667

 

1,193,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Fixed rate

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

12,338

 

 

 

 

 

12,338

 

 

 

12,741

 

1,100,102

 

23,767

 

22,560

 

46,667

 

1,205,837

 

 

Credit risk

 

The risk resulting from losses on doubtful receivables for Cemig and its subsidiaries is considered to be low. The Company carries out monitoring for the purpose of reducing default, on an individual basis, with its consumers. Negotiations are also entered into for receipt of any receivables in arrears.

 

The allowance for doubtful debtors constituted in 2012, considered to be adequate in relation to the credits receivable and in arrears by the Company and its subsidiaries and jointly-controlled subsidiaries, was R$ 315,201.

 

In relation to the risk of losses arising from insolvency of the financial institutions at which the Company, its subsidiaries or jointly-controlled subsidiaries have deposits, a Cash Investment Policy was approved and has been in effect since 2004, in which each institution is analyzed for risk purposes according to criteria of current liquidity, degree of leverage, degree of default, profitability, and costs. Additionally, the Company takes into consideration the ratings given to the financial institutions by three financial risk rating agencies. The Company assigns each financial institution a maximum fund allocation limit, which is reviewed for appropriateness both periodically and also in the event of any change in the macroeconomic scenarios of the Brazilian economy.

 

189



Table of Contents

 

Cemig manages the counterparty risk of financial institutions based on an internal policy approved by its Financial Risks Management Committee.

 

This Policy assesses and scales the credit risks of the institutions, the liquidity risk, the market risk of the investment portfolio and the Treasury operational risk.

 

All investments are made in financial securities that have the characteristics of fixed income, always indexed to the CDI rate. The Company does not carry out any transactions that would bring volatility risk into its financial statements.

 

As a management instrument, Cemig divides the investment of its funds into (a) direct purchases of securities (own portfolio) and (b) two investment funds, which hold approximately 20% of the total portfolio. These investment funds invest the funds exclusively in fixed income products, and companies of the Group are the only unit holders. They obey the same policy adopted in the investments of the Company’s own portfolio.

 

The minimum requirements for concession of credit to financial institutions are centered on three items:

 

1.              Rating by two risk rating agencies;

2.              Stockholders’ equity greater than R$ 400 million;

3.              Basle ratio above 12.

 

Banks exceeding these thresholds are classified in three groups, by the value of their Stockholders’ equity. From this classification as a starting point, limits of concentration by group and by institution are established:

 

Group

 

Stockholders’ equity

 

Concentration

 

Limit per bank
(% of Stockholders’
equity)**

 

A1

 

Over R$3.5 billion

 

Minimum 80%

 

7.0%

 

A2

 

R$ 1.0billion to R$ 3.5billion

 

Maximum 20%

 

Between 2.8% and 7.0%

 

B

 

R$ 400million to R$ 1.0 billion

 

Maximum 20%

 

Between 1.6% and 4.2%

 

 


**          The percentage assigned to each bank depends on an individual assessment of indicators such as liquidity, quality of the credit portfolio, and other aspects.

 

As well as these points, Cemig also establishes the following concentration limits:

 

1.              No bank may have more than 30% of the Group’s portfolio.

2.              No bank may have more than 50% of the portfolio of any individual company.

 

Risk of early maturity of debt

 

The Company, and its subsidiaries and jointly-controlled subsidiaries, have contracts for loans and financings with restrictive financial covenant clauses normally applicable to these types of transaction, related to complying with economic and/or financial indices, cash flow and other indicators. Non-compliance with these covenants could result in early maturity of debts.

 

190



Table of Contents

 

On December 31, 2012, some of the restrictive covenants of Cemig had not been complied with.  The Company is in the process of obtaining waivers from the creditors so that immediate or early payment of the amounts owed up to December 31, 2012 is not demanded.

 

The company expects to obtain the consents, but since this will take place after December 31, 2012, the contracts of which the covenants were not complied with are recognized in Current liabilities. The amount transferred to Current liabilities as a result of the covenant clauses not complied with was R$ 1,206,091.

 

The Company has not suffered any significant negative impact as a result of events related to the risks described above.

 

b) Financial instruments — Derivatives

 

The Company and its subsidiaries and jointly-controlled subsidiaries use derivative financial instruments to protect their operations from exchange rate risk. The derivative financial instruments are not used for speculative purposes.

 

The amounts of the principal of derivative transactions are not presented in the balance sheet, since they refer to transactions that do not require cash principal payments to be made: only the gains or losses that actually occur are recorded. On December 31, 2012 the net result of the gains and losses on these transactions was a gain of R$ 27,588 (gain of R$ 16,120 on December 31, 2011), recorded in Financial revenue (expenses).

 

The Company has a Financial Risks Management Committee, which was created to monitor the financial risks in relation to volatility and trends of inflation indices, exchange rates and interest rates that affect its financial transactions and which could adversely affect its liquidity and profitability. The Committee implements action plans to set guidelines for proactive operation in the environment of financial risks.

 

The Company has derivatives contracted by its indirect subsidiary Unisa, a jointly-controlled subsidiary of Taesa.  The purpose of contracting these derivatives is to protect its operations against the risks of fluctuations in exchange rates. The Company does not use derivatives for speculative purposes.

 

Through the operations contracted by Unisa, the Company is exposed to the variation in the exchange rate due to the financings with the Inter-American Development Bank (part of which are indexed to a basket of currencies) and with the same bank, indexed to the US dollar. To mitigate the effects of exchange rate variation, Unisa used derivative hedging instruments and contracted purchase options during the year.

 

Through the indirect jointly-controlled company Madeira, the Company had a cash flow hedge, which was redeemed in full in 2012.

 

191



Table of Contents

 

Derivatives designated as “cash flow hedges”, and which qualify for hedge accounting, are required to be duly documented for this purpose.  The Company considers instruments that offset between 80% and 125% of the change in price of the item for which the hedge protection was contracted, to be highly effective.

 

The Company has derivative instruments contracted by its subsidiary Light. The purpose of contracting these derivatives is to protect its operations against the risks of fluctuations in exchange rates. The Company does not use derivatives for speculative purposes. Considering that part of the loans and financings of the indirect subsidiary Light SESA is denominated in foreign currency, Light uses derivative financial instruments (swaps) for protection of the servicing associated with those debts (principally interest and fees) becoming due in up to 24 months as well as the rate swaps previously mentioned.

 

Method of calculation of the fair value of positions

 

The fair value of cash investments has been calculated taking into consideration the market values of each security, or market information available to perform such a calculation, and the future interest rates and foreign exchange rates applying to similar securities. The market value of the security represents its value at maturity, discounted to present value using the factor obtained from the market yield curve, in Reais.

 

The table below shows the Company’s derivative instruments contracted by the subsidiaries Cemig Distribuição and Madeira Energia as of December 31, 2012.

 

192



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss

 

Accumulated effect

 

 

 

 

 

 

 

 

 

Value of principal contracted

 

Amount according to
contract

 

Fair value

 

Amount
received

 

Amount
paid

 

Cemig’s right

 

Cemig’s
obligation

 

Maturity
period

 

Trading
market

 

2012

 

2011
Reclassified

 

2012

 

2011
Reclassified

 

2012

 

2011
Reclassified

 

2012

 

2012

 

Cemig D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

FX rate + 5.58% p.a. to 7.14% p.a.

 

R$ 

100% of CDI 1.5% to 3.01% p.a.

 

April 2009 To June 2013

 

Over-the-counter

 

US$

8,168

 

US$

17,226

 

(23,888

)

(47,611

)

(23,823

)

(48,351

)

 

(24,710

)

11.47% p.a.

 

96% of CDI

 

Maturity May 10, 2013

 

Over-the-counter

 

R$

600,000

 

R$

600,000

 

32,153

 

7,580

 

44,268

 

22,587

 

 

 

Cemig Geração e Transmissão S.A.

Madeira Energia SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$

IGP-M index

 

R$

5.86% Fixed rate

 

December 2012

 

Over-the-counter

 

 

R$

120,000

 

 

618

 

 

618

 

1,863

 

 

Euro

 

Future price of Euro

 

February 2012

 

Option

 

 

R$

2,375

 

 

3

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taesa

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATE II Transmissora de Energia (*)

6M Libor + Over Libor

 

USD

 

November 2022

 

Swap

 

42,160

 

27,561

 

144

 

(216

)

144

 

(216

)

144

 

 

6M Libor + Over Libor

 

USD

 

November 2018

 

Swap

 

4,632

 

3,028

 

3

 

(18

)

3

 

(18

)

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATE III Transmissora de Energia (*)

Libor6M + Over Libor

 

USD

 

May 2020

 

Swap

 

59,946

 

39,188

 

89

 

(124

)

89

 

(124

)

89

 

 

BRL

 

USD

 

November 2012

 

Option

 

4,699

 

3,072

 

183

 

470

 

183

 

470

 

183

 

 

BRL

 

USD

 

May 2013

 

Option

 

4,939

 

3,229

 

 

511

 

 

511

 

 

 

BRL

 

USD

 

May 2012

 

Option

 

 

2,743

 

 

112

 

 

112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.9% of CDI + (TJLP — 6%)

 

0.85% + CDI

 

October 2012

 

Swap

 

R$

150,000

 

R$

150,000

 

98

 

57

 

1,268

 

62

 

 

 

US$ + range 2.20% to 3.58%

 

100% of CDI

 

Sep. 2012 to Apr. 2014

 

Swap

 

US$

10,207

 

US$

9,427

 

534

 

(16

)

602

 

(10

)

 

 

Libor + 2.5294%

 

100% of CDI + 0.65%

 

October 2014

 

Swap

 

U$

50,000

 

U$

50,000

 

4,746

 

1,562

 

5,377

 

1,172

 

 

 

Euro + 4.6823%

 

100% of CDI + 1.30%

 

October 2014

 

Swap

 

34,969

 

34,969

 

3,115

 

(313

)

4,295

 

(317

)

 

 

US$ + Libor + 1.66%

 

100% of CDI + 1.00%

 

Feb. 2017 to Feb. 18

 

Swap

 

US$

179,997

 

 

71

 

 

(1,991

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,248

 

(37,385

)

30,415

 

(23,501

)

2,282

 

(24,710

)

 


(*) Companies controlled by Taesa.

 

(1)              The amounts shown give the part of the transaction proportional to Cemig GT’s equity interest.

(2)              The fair values show a gain for the Company.

(3)              Amounts in R$ ‘000.

(4)              Amount received is the total for the period.

 

The counterparties of the derivatives transactions are the banks Bradesco, Itaú, HSBC, Citibank, Bank of America, BILLIONP Paribas and Banco Santander — ABILLION. The contracts are exchange rate and indexor swaps.

 

Interest rate sensitivity analysis

 

The derivative instrument described above shows that the Company is exposed to variation in the CDI rate. Based on opinions of its financial consultants, the Company estimates that, in a “Probable” scenario, on December 31, 2013 the CDI rate will be 7.25%, and the US dollar will have appreciated against the Real by 0.29% (to R$ 2.050/US$).

 

The Company has performed a sensitivity analysis to demonstrate the adverse financial effects on its profit that would occur in scenarios assuming increases in the Selic rate, and exchange rate depreciation, of 25% and 50% in relation to December 31, 2012 — designating these scenarios as “Possible” and “Remote,” respectively.

 

193



Table of Contents

 

In these “Possible” and “Remote” scenarios, the CDI rate at December 31, 2013, would be: 9.06% and 10.88%, respectively.

 

a)             Risk of variation of the CDI rate in relation to variation in the US dollar

 

 

 

Balance on
Dec. 31, 2012

 

“Probable”
scenario

7.25 %

 

“Possible”
scenario

9.06%

 

“Remote”
scenario
10.88%

 

Risk — Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 100,00% of CDI rate

 

23,823

 

25,550

 

25,981

 

26,415

 

Net effect of variation in CDI rate

 

 

 

(1,727

)

(2,158

)

(2,592

)

 

 

 

 

 

 

 

 

 

 

Risk: Increase in US$ exchange rate

 

 

 

 

 

 

 

 

 

Contracts updated at 100,00% of CDI rate

 

23,823

 

23,893

 

29,866

 

35,840

 

Net effect of variation of US$

 

 

 

70

 

6,043

 

12,017

 

Net effect

 

 

 

(1,657

)

3,885

 

9,425

 

 

b)             Risk of variation of the CDI rate in relation to a fixed rate of 11.47% p.a.

 

Risks of variation of the CDI rate, in relation to the Base Scenario

 

 

 

Balance on
Dec. 31, 2012

 

“Probable”
scenario

 

Possible”
scenario

 

“Remote”
scenario

 

Risk — Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 96% of CDI rate

 

600,000

 

641,760

 

652,186

 

662,669

 

Net effect of variation in CDI rate

 

 

 

(41,760

)

(52,186

)

(62,669

)

 

 

 

 

 

 

 

 

 

 

Risk: Fixed interest rate

 

 

 

 

 

 

 

 

 

Contracts updated at 11.47% p.a.

 

600,000

 

668,820

 

668,820

 

668,820

 

Net effect of variation in interest rate

 

 

 

(68,820

)

(68,820

)

(68,820

)

 

 

 

 

 

 

 

 

 

 

Net effect

 

 

 

27,060

 

16,634

 

6,151

 

 

Value and type of margin guarantees

 

The Company does not make margin deposits for derivative instruments.

 

c)              Capital management

 

This table gives the ratio of net debt to Adjusted Capital at the end of the period:

 

 

 

2012

 

2011

 

Total liabilities

 

28,729,052

 

25,263,935

 

(—) Cash and cash equivalents

 

(2,485,810

)

(2,862,490

)

(—) Linked funds

 

(132,495

)

(3,386

)

Net liabilities

 

26,110,747

 

22,398,059

 

 

 

 

 

 

 

Total of Stockholders’ equity

 

12,044,062

 

11,744,948

 

Net debt / Adjusted Capital

 

2.17

 

1.91

 

 

194



Table of Contents

 

29.            MEASUREMENT AT FAIR VALUE

 

The Company measures its financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Fair Value Hierarchy aims to increase consistency and comparability: it prioritizes the inputs used in measuring into three broad levels, as follows:

 

·                  Level 1: Active market — Quoted price: A financial instrument is considered to be quoted on an active market if the quoted prices are promptly and regularly made available by an exchange or by an organized over-the-counter market, or by traders, brokers, a market association, entities whose purpose is to publish prices, or regulatory agencies, and provided that these prices represent market transactions that occur regularly in arm’s length transactions between independent parties.

·                  Level 2: No active market — Valuation technique: For an instrument that does not have an active market, fair value should be found by using a method of valuation/pricing. Criteria such as data on the current fair value of another instrument that is substantially similar, or discounted cash flow analysis or option pricing models, may be used. The objective of the valuation technique is to establish what would be the transaction price on the measurement date in an arm’s-length transaction motivated by business considerations.

·                  Level 3: No active market — Securities: Fair value of investments in securities for which there are no prices quoted on an active market, and of derivatives linked to them which are to be settled by delivery of unquoted securities. The fair value is determined based upon generaly accepted valuation techniques, mainly related to discounted cash flow analysis.

 

This is a summary of the instruments that are measured at fair value:

 

 

 

 

 

Fair value at December 31, 2012

 

Item

 

Balance at
December
31, 2012

 

Active market
— quoted
price (Level 1)

 

No active
market —
Valuation
technique
(Level 2)

 

No active
market — Equity
security (Level
3)

 

Assets

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

684,994

 

 

684,994

 

 

Treasury Financial Notes (LFTs)

 

45,919

 

 

45,919

 

 

National Treasury Notes (NTNs)

 

 

 

 

 

Financial Notes — Banks

 

224,849

 

 

224,849

 

 

Fixed income market

 

 

 

 

 

Others

 

116,805

 

 

116,805

 

 

 

 

1,072,567

 

 

1,072,567

 

 

 

 

 

 

 

 

 

 

 

 

Linked funds

 

132,495

 

 

132,495

 

 

Swap contracts

 

31,734

 

 

31,734

 

 

Financial assets of the concession

 

5,585,254

 

 

 

5,585,254

 

 

 

5,749,483

 

 

164,229

 

5,585,254

 

Liabilities

 

 

 

 

 

 

 

 

 

Swap contracts

 

(1,319

)

 

(1,319

)

 

 

195



Table of Contents

 

Method of calculation of the fair value of positions

 

Financial assets of the concession Measured at New Replacement Value (VNR), equivalent to fair value, according to criteria established in regulations made by the Grantor based on the value of the assets in service belonging to the concession and which will be reversible at the end of the concession.

 

The Company recorded the financial assets of the concession at fair value at December 31, 2012.   Hence there are no movements in terms of the Profit and loss account, other than those stated in Note 4 to the financial statements.

 

Cash investments: The fair value of cash investments is calculated taking into consideration the market prices of the security, or market information that makes such calculation possible, and future fixed-income market and FX rates applicable to similar securities. The market value of the security is its maturity value discounted to present value by the discount factor obtained from the market yield curve, in Reais.

 

Swap contracts: The criterion for marking derivative instruments to market consists of establishing the present value of a transaction contracted in the past in such a way that its replacement provides the same results as a new transaction. Swaps are priced by calculating the difference between the market values of each one of their end points, adjusted by their indexor. A swap contract based on the CDI (Interbank Certificate of Deposit) rate is priced as calculated from the start date of the transaction up to the specified future date, considering the future forecast for this indexor by the market on the measurement date. Pricing of the dollar side of the Swap is adjusted by the variation in the exchange rate, using a future expectation and an embedded risk premium.

 

30.            INSURANCE

 

Cemig and its subsidiaries and jointly-controlled subsidiaries maintain insurance policies to cover damages to certain assets, in accordance with orientation by specialists, as listed below, taking into account the nature and the degree of risk, for amounts considered sufficient to cover any significant losses related to its assets and responsibilities. The risk assumptions adopted, due to their nature, are not part of the scope of an audit of the financial statements, and consequently were not examined by the external auditors.

 

196



Table of Contents

 

Assets

 

Cover

 

Period of cover

 

Amount insured

 

Annual premium

 

Cemig, Cemig D and Cemig GT

 

 

 

 

 

 

 

 

 

Air transport — Aircraft

 

Fuselage

 

Apr. 29, 2012 to

Apr. 29, 2013

 

US$13,907

 

US$204

 

 

 

Third party

 

Apr. 29, 2012 to

Apr. 29, 2013

 

US$24,000

 

 

 

Stores, building facilities and telecoms equipment

 

Fire

 

Nov. 8, 2012 to

Nov. 8, 2013

 

R$ 939,301

 

R$ 237

 

Operational risk — generators, rotors, and power equipment

 

Total

 

Dec. 7, 2012 to

Dec. 7, 2013

 

R$ 1,832,370(1)

 

R$ 2,385

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

Chief Officers and Board members

 

Total

 

Oct. 8, 2012 to

Oct. 8, 2013

 

R$ 40,350

 

R$ 158

 

General third party liability

 

Total

 

Sep. 9, 2012 to

Sep. 9, 2013

 

R$ 20,000

 

R$ 855

 

Operational risk

 

Total

 

Oct. 31, 2012 to

Oct. 31, 2013

 

R$ 4,881,192 (2)

 

R$ 1,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taesa

 

 

 

 

 

 

 

 

 

Operational risk — substations, stores, institutional buildings (*)

 

Total (3)

 

Aug. 19, 2012 to

Aug. 19, 2013

 

R$ 932,678

 

R$ 700

 

Operational risk — substations, stores, institutional buildings (**)

 

Total (3)

 

Dec. 13, 2012 to

Dec. 13, 2013

 

R$ 1,887,181

 

R$ 1,257

 

Electricity generation and distribution companies (Concession holders or not) (*)

 

Third party liability

 

Aug. 19, 2012 to

Aug. 19, 2013

 

MIL R$ 10,000

 

R$ 36

 

Electricity generation and distribution companies (Concession holders or not) (**)

 

Third party liability

 

Dec. 13, 2012 to

Dec. 13, 2013

 

MIL R$ 10,000

 

R$ 82

 

Chief Officers and Managers (***)

 

Third party liability

 

Aug. 18, 2012 to

Aug. 18, 2013

 

MGL R$ 10,000

 

R$ 20

 

Vehicles (****)

 

105% of Fipe Table

 

Aug. 19, 2012 to Aug. 19, 2013

 

 

R$ 320

 

 

 

 

 

 

 

 

 

 

 

Madeira

 

 

 

 

 

 

 

 

 

Guarantee — Performance Bond

 

Obligations arising from the concession contract

 

Mar. 7, 2008 to

Oct. 11, 2016

 

R$ 162,500

 

R$ 20,227

 

Engineering operational risk — Construction, installation, assembly

 

Total

 

Nov. 11, 2008 to

Nov. 3, 2016

 

Various (3)

 

R$ 134,996

 

 

 

 

 

 

 

 

 

 

 

Maintenance / Guarantee

 

Special / All Risks for equipment under the period of maintenance / guarantee (6)

 

Nov. 3, 2011 to

Nov. 30, 2017

 

R$ 4,514,745

 

R$ 25,916

 

Multi-risk Comprehensive

 

Storage warehouse of permanent materials

 

Sep. 26, 2012 to

Sep. 26, 2013

 

R$ 65,103

 

R$ 73

 

Third party — Works — 2nd Layer

 

Third Party Works / Cross liability

and Employer (7)

 

Apr. 6, 2012 to

Apr. 6, 2015

 

R$ 60,000

 

R$ 372

 

Transport — Inside Brazil

 

Damage to goods and merchandise

during transport, including DSU (8)

 

Jan. 31, 2010 to

Dec. 31, 2015

 

R$ 3,176,314

 

R$ 2,137

 

Transport — International

 

Damage to goods and merchandise

during transport, including DSU (9)

 

Jan. 31, 2010 to

Dec. 31, 2015

 

USD 309,750

 

USD 363

 

Third party — Operations — Electricity concessions

 

Damage to third parties due to

operations of hydro plant complex

 

Dec. 31, 2011 to

Dec. 31, 2012

 

R$ 50,000

 

R$ 552

 

Third party — Directors and Managers (D&O)

 

Cross liability attributed to

Chief Officers and Managers

 

Aug. 15, 2012 to

Aug. 15, 2013

 

R$ 50,000

 

R$ 125

 

 


(1)

 

The maximum indemillionity limit (MIL) is R$ 170,000.

(2)

 

The maximum indemillionity limit (MIL) is R$ 300,000.

(3)

 

R$ 10,000 for Third Party Liability, R$ 12,718,975 for Engineering Risks — All Risks, R$ 1,630,155 for ALOP (Loss of revenue for delay of works, due to claim for material damages), R$ 2,928,749 for Operational Risks: all the permanent service contracts of the plant.

(4)

 

Amounts included only of the concessions NVT, TSN, ETEO and the company Taesa.

(5)

 

Amounts including Taesa, NTE, Brasnorte and ETAU.

(6)

 

The maximum indemillionity limit (MIL) is R$ 20 million, except for a policy of R$ 231 million of the subsidiary NTE which is R$ 50 million.

(7)

 

The maximum indemillionity limit (MIL) is R$ 50 million.

(*)

 

Amounts included only of the concessions NVT, TSN, ETEO, NTE, BRASNORTE, ETAU and the company Taesa.

(**)

 

Amounts included of ATE, ATE II, ATE III and STE.

(***)

 

Taesa

(****)

 

Amounts included of TSE, NVT, ETEO and BRASNORTE.

 

Cemig does not have general third-party liability insurance covering accidents, except for its aircraft, and is not seeking proposals for this type of insurance. Additionally, Cemig has not sought proposals for, and does not have current policies for, insurance against events that could affect its facilities such as earthquakes, floods, systemic failures or interruption of business.

 

197



Table of Contents

 

Cemig has not suffered significant losses arising from the above-mentioned risks.

 

31.           CONTRACTUAL OBLIGATIONS

 

Cemig and its subsidiaries have contractual obligations and commitments that include, principally, amortization of loans and financings, contracts with contractors for the construction of new projects, and purchase of electricity from Itaipu and other sources, as shown in this table:

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

After 2017

 

Total

 

Loans and financings

 

5,912,346

 

2,415,726

 

1,703,318

 

1,154,719

 

1,655,603

 

3,328,598

 

16,170,310

 

Purchase of electricity from Itaipu

 

970,559

 

987,811

 

984,382

 

947,985

 

962,996

 

32,526,764

 

37,380,497

 

Transport of electricity from Itaipu

 

27,248

 

24,561

 

25,927

 

25,988

 

28,785

 

1,464,731

 

1,597,240

 

Purchase of electricity at auctions

 

2,248,795

 

2,102,150

 

2,210,399

 

2,325,517

 

2,422,252

 

63,180,091

 

74,489,204

 

Quotas under Provisional Measure 579/2012

 

334,163

 

214,985

 

785,129

 

736,021

 

684,104

 

36,185,497

 

38,939,899

 

Other electricity purchase contracts

 

1,931,805

 

1,976,670

 

1,666,778

 

1,572,917

 

2,030,629

 

41,265,737

 

50,444,536

 

Debt to pension plan — Forluz

 

51,227

 

54,301

 

57,559

 

61,012

 

64,673

 

526,098

 

814,870

 

Total

 

11,476,143

 

7,776,204

 

7,433,492

 

6,824,159

 

7,849,042

 

178,477,516

 

219,836,556

 

 

198



Table of Contents

 

32.           FINANCIAL STATEMENTS SEPARATED BY COMPANY

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY AT DECEMBER 31, 2012

 

ITEM 

 

HOLDING

 

CEMIG GT

 

CEMIG D

 

LIGHT

 

ETEP, ENTE,
ERTE, EATE,
ECTE

 

GASMIG

 

CEMIG
TELECOM

 


CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATION /
TRANSFERS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

17,056,346

 

16,234,970

 

11,640,874

 

3,068,310

 

1,411,665

 

937,528

 

421,795

 

179,106

 

145,921

 

1,626,636

 

(11,950,037

)

40,773,114

 

Cash and cash equivalents

 

1,057,122

 

825,362

 

190,233

 

103,071

 

44,140

 

19,414

 

31,873

 

6,632

 

3,421

 

204,542

 

 

2,485,810

 

Accounts receivable

 

 

677,673

 

1,887,991

 

456,784

 

36,294

 

73,955

 

 

4,903

 

3,827

 

134,230

 

(77,198

)

3,198,459

 

Securities — cash investments

 

34,990

 

1,420,230

 

100,861

 

1,903

 

 

3,773

 

46,583

 

14,080

 

7,195

 

89,939

 

 

1,719,554

 

Taxes

 

452,122

 

250,198

 

1,360,886

 

304,778

 

4,707

 

64,029

 

33,622

 

500

 

59

 

83,990

 

 

2,554,891

 

Other assets

 

3,256,399

 

362,174

 

1,564,351

 

153,174

 

73,338

 

167,539

 

44,813

 

4,052

 

414

 

79,911

 

(608,589

)

5,097,576

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

12,255,713

 

12,699,333

 

6,536,552

 

2,048,600

 

1,253,186

 

608,818

 

264,904

 

148,939

 

131,005

 

1,034,024

 

(11,264,250

)

25,716,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

17,056,346

 

16,234,970

 

11,640,874

 

3,068,310

 

1,411,665

 

937,528

 

421,795

 

179,106

 

145,921

 

1,626,636

 

(11,950,037

)

40,773,114

 

Suppliers and supplies

 

12,338

 

291,377

 

1,116,600

 

224,896

 

32,305

 

42,765

 

10,593

 

1,096

 

4,670

 

63,721

 

(64,899

)

1,735,462

 

Loans, financings and debentures

 

1,102,721

 

8,140,323

 

4,609,630

 

1,216,137

 

398,512

 

172,370

 

143,031

 

 

 

387,586

 

 

16,170,310

 

Interest on Equity, and dividends

 

3,478,810

 

310,901

 

119,947

 

19,493

 

8,737

 

21,774

 

 

6,611

 

3,802

 

21,346

 

(512,611

)

3,478,810

 

Post-retirement liabilities

 

104,485

 

444,789

 

1,412,937

 

285,562

 

 

 

 

 

 

70,240

 

 

2,318,013

 

Taxes

 

60,119

 

917,498

 

944,005

 

200,719

 

159,170

 

27,915

 

10,461

 

44,688

 

1,122

 

84,028

 

197,641

 

2,647,366

 

Other liabilities

 

253,811

 

635,101

 

974,606

 

270,615

 

43,073

 

191,101

 

9,734

 

2,813

 

2,126

 

100,941

 

(104,830

)

2,379,091

 

Stockholders’ equity

 

12,044,062

 

5,494,981

 

2,463,149

 

850,888

 

769,868

 

481,603

 

247,976

 

123,898

 

134,201

 

898,774

 

(11,465,338

)

12,044,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

334

 

5,424,070

 

9,503,792

 

2,090,617

 

338,722

 

625,167

 

136,151

 

54,795

 

40,485

 

785,185

 

(538,943

)

18,460,375

 

Operational costs and expenses

 

(519,246

)

(2,428,438

)

(9,007,115

)

(1,803,135

)

(76,934

)

(573,472

)

(118,153

)

(13,651

)

(23,794

)

(613,999

)

538,943

 

(14,638,994

)

Electricity bought for resale

 

 

(728,807

)

(4,179,651

)

(1,037,509

)

 

 

 

(648

)

(9,573

)

(266,766

)

271,682

 

(5,951,272

)

Charges for the use of the national grid

 

 

(269,269

)

(794,333

)

(142,926

)

 

 

 

 

(2,933

)

(39,907

)

238,772

 

(1,010,596

)

Gas purchased for resale

 

 

 

 

 

 

(495,114

)

 

 

 

 

 

(495,114

)

Construction cost

 

 

(118,320

)

(1,228,483

)

(174,449

)

(39,408

)

(24,856

)

 

 

 

(44,678

)

 

(1,630,194

)

Personnel

 

(33,910

)

(311,505

)

(830,118

)

(76,535

)

(11,099

)

(21,200

)

(38,885

)

(1,341

)

(1,472

)

(34,731

)

 

(1,360,796

)

Employee profit shares

 

(12,661

)

(63,289

)

(164,186

)

 

 

 

(1,477

)

(274

)

(136

)

(1,632

)

 

(243,655

)

Post-retirement liabilities

 

(10,111

)

(29,992

)

(93,888

)

 

 

 

 

 

 

 

 

(133,991

)

Materials

 

(182

)

(18,819

)

(52,396

)

(6,665

)

380

 

(1,002

)

(178

)

(220

)

(326

)

(3,127

)

 

(82,535

)

Outsourced services

 

(22,451

)

(217,506

)

(695,245

)

(108,949

)

(14,436

)

(8,249

)

(22,338

)

(2,468

)

(3,176

)

(60,366

)

27,706

 

(1,127,478

)

Royalties for use of water resources

 

 

(179,499

)

 

 

 

 

 

(2,107

)

(1,276

)

(3,502

)

 

(186,384

)

Depreciation and amortization

 

(330

)

(356,986

)

(392,634

)

(100,874

)

(7,194

)

(19,827

)

(36,050

)

(5,522

)

(4,267

)

(76,872

)

 

(1,000,556

)

Operational provisions

 

(400,613

)

1,821

 

(269,014

)

(94,707

)

 

(147

)

(258

)

63

 

14

 

(18,965

)

 

(781,806

)

Other expenses, net

 

(38,988

)

(136,267

)

(307,167

)

(60,521

)

(5,177

)

(3,077

)

(18,967

)

(1,134

)

(649

)

(63,453

)

783

 

(634,617

)

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

 

(518,912

)

2,995,632

 

496,677

 

287,482

 

261,788

 

51,695

 

17,998

 

41,144

 

16,691

 

171,186

 

 

3,821,381

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

259,325

 

 

4,147

 

 

 

 

 

 

1,021

 

 

264,493

 

Equity gain (loss) in subsidiaries

 

 

(2,854

)

 

(336

)

 

 

 

 

 

(82

)

 

(3,272

)

Financial revenue

 

2,476,610

 

258,054

 

289,083

 

51,976

 

4,478

 

31,476

 

10,767

 

1,233

 

1,106

 

85,456

 

 

3,210,239

 

Financial expenses

 

(137,282

)

(897,834

)

(573,955

)

(171,857

)

(41,371

)

(12,415

)

(13,182

)

(398

)

(90

)

(109,531

)

 

(1,957,915

)

Profit before income tax and Social Contribution tax

 

1,820,416

 

2,612,323

 

211,805

 

171,412

 

224,895

 

70,756

 

15,583

 

41,979

 

17,707

 

148,050

 

 

5,334,926

 

Income tax and Social Contribution tax

 

(119,019

)

(632,213

)

(312,937

)

(55,258

)

(36,714

)

(14,370

)

(3,626

)

(14,159

)

(1,670

)

(314,127

)

 

(1,504,093

)

Deferred income tax and Social Contribution tax

 

(68,335

)

(60,625

)

292,497

 

9,301

 

7,869

 

(477

)

(2,080

)

1,130

 

(26

)

261,598

 

 

440,852

 

Profit (loss) for the period

 

1,633,062

 

1,919,485

 

191,365

 

125,455

 

196,050

 

55,909

 

9,877

 

28,950

 

16,011

 

95,521

 

 

4,271,685

 

 

199



Table of Contents

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY: DECEMBER 31, 2011 RECLASSIFIED

 

ITEM 

 

HOLDING

 

CEMIG GT

 

CEMIG D

 

LIGHT

 

ETEP, ENTE, ERTE,
EATE, ECTE

 

GASMIG

 

CEMIG TELECOM

 

SÁ CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATION /
TRANSFERS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

14,465,005

 

15,493,240

 

10,457,953

 

2,905,653

 

1,421,223

 

852,534

 

419,933

 

174,433

 

147,038

 

1,428,981

 

(10,757,110

)

37,008,883

 

Cash and cash equivalents

 

226,695

 

1,550,033

 

527,296

 

201,551

 

32,627

 

44,597

 

83,757

 

9,786

 

8,479

 

177,669

 

 

2,862,490

 

Accounts receivable

 

 

634,687

 

1,923,093

 

438,429

 

37,277

 

166,255

 

 

5,185

 

3,605

 

134,896

 

(174,040

)

3,169,387

 

Securities — cash investments

 

180,000

 

170,492

 

5,000

 

1,932

 

 

 

 

 

 

1,563

 

 

358,987

 

Taxes

 

520,901

 

287,612

 

927,168

 

243,527

 

12,899

 

67,135

 

35,944

 

498

 

57

 

66,568

 

 

2,162,309

 

Other assets

 

1,540,506

 

334,520

 

1,253,583

 

162,509

 

47,844

 

29,516

 

31,522

 

4,295

 

77

 

74,069

 

528,346

 

4,006,787

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

11,996,903

 

12,515,896

 

5,821,813

 

1,857,705

 

1,290,576

 

545,031

 

268,710

 

154,669

 

134,820

 

974,216

 

(11,111,416

)

24,448,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

14,465,005

 

15,493,240

 

10,457,953

 

2,905,653

 

1,421,223

 

852,534

 

419,933

 

174,433

 

147,038

 

1,428,981

 

(10,757,110

)

37,008,883

 

Suppliers and supplies

 

12,059

 

177,140

 

753,131

 

197,342

 

8,143

 

37,334

 

9,565

 

1,114

 

1,627

 

58,508

 

(66,115

)

1,189,848

 

Loans, financings and debentures

 

1,030,227

 

8,347,940

 

3,511,222

 

1,085,267

 

405,798

 

131,225

 

97,617

 

 

 

349,776

 

819,997

 

15,779,069

 

Interest on Equity, and dividends

 

1,243,086

 

 

109,215

 

19,219

 

14,043

 

22,359

 

7,225

 

2,405

 

 

22,160

 

(196,626

)

1,243,086

 

Post-retirement liabilities

 

99,951

 

438,452

 

1,392,792

 

285,692

 

 

 

 

 

 

70,272

 

 

2,287,159

 

Taxes

 

35,740

 

840,217

 

1,002,282

 

203,306

 

207,146

 

32,278

 

9,686

 

44,985

 

1,311

 

51,233

 

 

2,428,184

 

Other liabilities

 

298,994

 

603,415

 

1,032,848

 

275,225

 

31,785

 

184,347

 

7,931

 

2,358

 

2,001

 

97,918

 

(200,233

)

2,336,589

 

Stockholders’ Equity

 

11,744,948

 

5,086,076

 

2,656,463

 

839,602

 

754,308

 

444,991

 

287,909

 

123,571

 

142,099

 

779,114

 

(11,114,133

)

11,744,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

347

 

4,531,609

 

8,510,128

 

1,810,052

 

276,652

 

457,678

 

125,780

 

49,640

 

38,758

 

439,949

 

(491,877

)

15,748,716

 

Operational costs and expenses

 

(92,338

)

(2,116,103

)

(7,280,542

)

(1,591,986

)

(54,853

)

(383,144

)

(104,319

)

(13,325

)

(34,437

)

(265,490

)

491,877

 

(11,444,660

)

Electricity bought for resale

 

 

(582,990

)

(2,936,029

)

(874,150

)

 

 

 

(932

)

(947

)

(112,547

)

229,615

 

(4,277,980

)

Charges for the use of the national grid

 

 

(244,597

)

(671,651

)

(123,567

)

 

 

 

(4

)

(2,996

)

(24,927

)

237,718

 

(830,024

)

Gas purchased for resale

 

 

 

 

 

 

(329,105

)

 

 

 

 

 

(329,105

)

Construction cost

 

 

(92,396

)

(1,175,319

)

(207,113

)

(23,399

)

 

 

 

 

(31,042

)

 

(1,529,269

)

Personnel

 

(37,128

)

(300,119

)

(766,720

)

(64,464

)

(9,837

)

(18,996

)

(28,206

)

(1,214

)

(1,341

)

(20,626

)

 

(1,248,651

)

Employee profit shares

 

(14,987

)

(54,987

)

(148,298

)

 

 

 

(2,005

)

(207

)

(120

)

(457

)

 

(221,061

)

Post-retirement liabilities

 

(8,435

)

(27,784

)

(87,331

)

(120

)

 

 

 

 

 

(30

)

 

(123,700

)

Materials

 

(222

)

(23,203

)

(64,431

)

(6,692

)

379

 

(1,250

)

(385

)

(255

)

(222

)

(1,471

)

 

(97,752

)

Outsourced services

 

(12,962

)

(163,792

)

(680,887

)

(106,654

)

(14,701

)

(6,289

)

(21,226

)

(2,671

)

(2,555

)

(37,811

)

18,721

 

(1,030,827

)

Royalties for use of water resources

 

 

(147,531

)

 

 

 

 

 

(2,062

)

(1,175

)

(3,211

)

 

(153,979

)

Depreciation and amortization

 

(370

)

(380,564

)

(383,714

)

(104,537

)

(2,513

)

(22,129

)

(35,175

)

(5,434

)

(25,659

)

(22,574

)

 

(982,669

)

Operational provisions

 

1,892

 

(12,177

)

(161,437

)

(78,357

)

 

 

(1,040

)

146

 

976

 

(7,614

)

 

(257,611

)

Other expenses, net

 

(20,126

)

(85,963

)

(204,725

)

(26,332

)

(4,782

)

(5,375

)

(16,282

)

(692

)

(398

)

(3,180

)

5,823

 

(362,032

)

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

 

(91,991

)

2,415,506

 

1,229,586

 

218,066

 

221,799

 

74,534

 

21,461

 

36,315

 

4,321

 

174,459

 

 

4,304,056

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

2,466,638

 

(744

)

 

 

 

 

 

 

 

 

(2,466,638

)

(744

)

Financial revenue

 

173,469

 

276,528

 

310,349

 

45,471

 

16,985

 

25,730

 

10,712

 

1,507

 

1,320

 

132,924

 

 

994,995

 

Financial expenses

 

(113,891

)

(938,550

)

(526,462

)

(162,685

)

(33,558

)

(11,885

)

(13,311

)

(336

)

21,278

 

(185,866

)

 

(1,965,266

)

Profit before income tax and Social Contribution tax

 

2,434,225

 

1,752,740

 

1,013,473

 

100,852

 

205,226

 

88,379

 

18,862

 

37,486

 

26,919

 

121,517

 

(2,466,638

)

3,333,041

 

Income tax and Social Contribution tax

 

(143,287

)

(469,016

)

(354,647

)

(27,338

)

(34,394

)

(20,160

)

(5,566

)

(12,814

)

(1,617

)

(42,612

)

 

(1,111,451

)

Deferred income tax and Social Contribution tax

 

124,512

 

(14,712

)

61,145

 

7,454

 

8,364

 

 

4,776

 

1,194

 

(94

)

1,221

 

 

193,860

 

Profit (loss) for the period

 

2,415,450

 

1,269,012

 

719,971

 

80,968

 

179,196

 

68,219

 

18,072

 

25,866

 

25,208

 

80,126

 

(2,466,638

)

2,415,450

 

 

200



Table of Contents

 

33.           CASH FLOW STATEMENT

 

The assent and liabilities related to acquisitions and dilutions of holdings in jointly-controlled subsidiaries, with the exception of Cash and cash equivalents, have been eliminated in the preparation of the cash flow statement.    These assets and liabilities are shown in Explanatory Note 14.

 

The Company has excluded from the cash flow statement the amount of R$ 403,162 retained by the State and passed through to the federal government, arising from the Settlement Agreement signed to settle the legal action between Cemig and the federal government.

 

34.           SUBSEQUENT EVENTS

 

a)        Debenture Issue by Cemig D

 

In March 2013, Cemig D (Distribution) completed its 3rd Debenture Issue — placing 2,160,000 non-convertible, unsecured debentures in three series, each with nominal unit value of R$ 1,000,00 (one thousand Reais) on the issue date (February 15, 2013), for a total of R$ 2.16 billion. The net proceeds from the issue were used for 100% redemption of the commercial Promissory Notes of Cemig D’s fifth and sixth issues, placed on January 13, 2012, for their nominal value, plus remuneratory interest, and to strengthen the Company’s working capital, 410,817 debentures were issued in the first series, 1,095,508 in the second series and 653,675 in the third series, with respective maturities of 5, 8 and 12 years from the issue date. The debentures of the first series carry remuneratory interest at the rate of CDI + 0.69% p.a. and the debentures of the second and third series will have their nominal unit value adjusted by the IPCA index (published by the IBGE) plus remuneratory interest of 4.70% p.a. and 5.10% p.a. respectively.

Cemig provided a surety guarantee for the 3rd debenture issue of Cemig D.

 

On February 1, 2013, the Company issued a Bank Credit Note (CCD) in favor of Banco do Brasil, in the amount of R$ 200 million, for use of the proceeds in purchase of electricity, with tenor of 720 days and annual interest of 99.5% of the CDI rate, guaranteed by duplicates of the Company’s trade bills.

 

201



Table of Contents

 

b)        Transfer of control

 

Aneel Authorizing Resolution 3845 of January 15, 2013, published in the federal Official Gazette (Diário Oficial da União), Issue 12, of January 17, 2013, Section 1, Page 53, consented to (a) the stockholding restructuring of Taesa (jointly-controlled subsidiary of Cemig GT), through absorption of STE and ATE into Unisa, followed immediately by absorption of NTE and Unisa by Taesa, thus allowing transfer of the respective concessions of the absorbed companies, and (b) transfers of the control of ATE II and ATE III, formerly held by Unisa, to Taesa. The holders of the concessions have 120 (one hundred twenty) days for implementation of the transfers; 30 (thirty) days, after implementation, for presentation of documents of proof; and 60 (sixty) days to sign the Amendments to the related Concession Contracts affected by the transactions authorized.

 

c)         Acquisition of the interest held by Suzano in the Capim Branco Energia Consortium

 

On March 12, 2013 Cemig Capim Branco Energia S.A., a wholly-owned subsidiary, signed the final contract with Suzano Papel e Celulose S.A. and its subsidiaries (“Suzano”) for the sale of Suzano’s interest in the Capim Branco Energia Consortium, The total price agreed, subject to any adjustments, for Suzano’s 17.8947% interest in the Consortium is R$ 320 million.  Of this total, the percentage that pertains to Cemig Capim Branco, of 30.3030%, is approximately R$ 97 million.

 

d)        Approval of the Stockholding Restructuring with Taesa

 

Complementing the Material Announcement of May 17, 2012, on April 9, 2013, Aneel (National Electricity Agency) approved the transfer of stockholding control, to Transmissora Aliança de Energia Elétrica S.A. (Taesa), of the following companies holding electricity transmission concessions:

 

(1)               Transfer of direct stockholding control:

 

Empresa Catarinense de Transmissão de Energia S.A.

ECTE,

Empresa Regional de Transmissão de Energia S.A.

ERTE,

Empresa Norte de Transmissão de Energia S.A.

ENTE,

Empresa Paraense de Transmissão de Energia S.A.

ETEP,

Empresa Amazonense de Transmissão de Energia S.A.

EATE and

Empresa Brasileira de Transmissão de Energia S.A.

EBTE;

 

202



Table of Contents

 

(ii)              Transfer of indirect stockholding control (by Cemig and its wholly-owned subsidiary Cemig Geração e Transmissão S.A. Cemig GT)

 

Sistema de Transmissão Catarinense S.A.

STC,

Lumitrans — Companhia Transmissora de Energia,

 

 

Empresa Santos Dumont de Energia S.A.

ESDE, and

Empresa de Transmissão Serrana

ETSE,

 

Final conclusion of the transfer of the assets in this Restructuring is still subject to consent from the financing banks, including in particular the Brazilian Development Bank (BNDES).

 

On the date of completion of the Restructuring, Taesa will disburse R$ 1,732 million, updated by the CDI rate from December 31, 2011, less dividends and/or Interest on Equity already declared, whether already paid or not.

 

e)              Result of the third tariff review of Cemig D (Distribution)

 

At a public meeting held on April 5, 2013 the Brazilian electricity sector regulator, Aneel (Agência Nacional de Energia Elétrica), published the result of the Third Tariff Review of Cemig D (Cemig Distribuição S.A.), which will result in positive repositioning of Cemig D’s tariffs. These tariffs will take effect from April 8, 2013. The average effect for consumers will be an increase of 2.99%. This effect comprises one part reflecting the revision per se, and one part comprising the associated financial components.

 

In this decision, Aneel is already applying the effects of Decree 7945/12, which governs the use of the funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE) to attenuate distributors’ costs of acquisition of electricity in the Electricity Trading Chamber (Câmara de Comercialização de Energia Elétrica, or CCEE) as a result of the unfavorable hydrological conditions, which have led to the dispatching of thermal generation plants, and as a result to reduce the impact of the tariff adjustment, limiting it to 3%. The amount that exceeds this percentage will be passed through in a single payment, within 10 business days from the date of publication of the Aneel Homologating Resolution. The amount of these funds coming from the CDE will be reimbursed by consumers in up to 5 years, updated by the IPCA inflation index.

 

According to the statement of calculation received by Cemig after the homologation of the result of the Tariff Review at the meeting of the Council of Aneel, the Net Regulatory Remuneration Base was R$ 5,511,768, and the Gross Regulatory Remuneration Base was R$ 15,355,843.

 

203



Table of Contents

 

f)               Increase of share capital of Cemig, with stock dividend

 

We hereby advise our stockholders that the Board of Directors, at its meeting held on March 26, 2013, decided to propose to the General Meeting of Stockholders to be held on April 30, 2013:

 

Approval of increase in the Share Capital, from R$ 4,265,091 to R$ 4,813,362, through issuance of 109,654,157 new shares, each with par value of R$ 5.00 (five Reais), through capitalization of R$ 548,271 from the Capital Reserve — Donations and Subsidies for Investments, with consequent distribution to the holders of preferred and common shares of a stock bonus of 12.854843355%, in new shares, of the same type as those held, each with par value of R$ 5.00 (five Reais).

 

All holders of shares on April 30, 2013 will be entitled to this benefit. The shares will trade “ex-” the right to the stock dividend on the day immediately following the date on which the said Meeting is held. The shares of the stock bonus will be credited on May 7, 2013 and will not have the right to the dividends proposed for the business year 2012.

 

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

 

(The original is signed by:)

 

Djalma Bastos de Morais

 

Arlindo Porto Neto

 

Luiz Fernando Rolla

Chief Executive Officer

 

Deputy Chief Executive Officer

 

Chief Finance and Investor Relations
Officer

 

 

 

 

 

Frederico Pacheco de Medeiros

 

Fernando Henrique Schüffner Neto

 

Luiz Henrique de Castro Carvalho

Chief Corporate Management Officer

 

Chief Business Development Officer

 

Chief Generation and Transmission
Officer

 

 

 

 

 

Fuad Jorge Noman Filho

 

José Raimundo Dias Fonseca

 

José Carlos de Mattos

Chief Officer for the Gas Division

 

Chief Trading Officer

 

Chief Distribution and Sales Officer

 

 

 

 

 

Luiz Henrique Michalick

 

 

 

Maria Celeste Morais Guimarães

Chief Institutional Relations and
Communication Officer

 

 

 

Chief Counsel

 

 

 

 

 

Leonardo George de Magalhães

 

 

 

Mário Lúcio Braga

Controller
CRC-MG 53140

 

 

 

Accounting Manager
Accountant — CRC-MG-47822

 

204



Table of Contents

 

REPORT OF THE EXTERNAL AUDITORS ON THE FINANCIAL STATEMENTS

 

GRAPHIC

Deloitte Touche Tohmatsu
Rua Paraíba, 1122
20º e 21º andares
30130-141 - Belo Horizonte - MG
Brasil

Tel: +55 (31) 3269-7400
Fax: +55 (31) 3269-7470
www.deloitte.com.br

 

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

 

INDEPENDENT AUDITOR’S REPORT

 

To Acionistas, Conselheiros e Administradores da

Companhia Energética de Minas Gerais - CEMIG

Belo Horizonte — MG

 

We have audited the accompanying individual and consolidated financial statements of Companhia Energética de Minas Gerais - CEMIG (“Company”), identified as Parent and Consolidated, respectively, which comprise the balance sheet as at December 31, 2012, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

Management’s responsibility for the financial statements

 

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with accounting practices adopted in Brazil and the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board - IASB, and in accordance with accounting practices adopted in Brazil, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conduct our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

 

An audit involves performing selected procedures to obtain audit evidence about 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, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

 

“Deloitte” refers to the limited company Deloitte Touche Tohmatsu Limited, established in the United Kingdom, and its network of member-firms, each one of which is a separate legal entity. See www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and of its member-firms.

 

 

© Deloitte Touche Tohmatsu.

All rights reserved.

 

205



Table of Contents

 

accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

 

Opinion on the individual financial statements

 

In our opinion, the individual financial statements present fairly, in all material respects, the financial position of Companhia Energética de Minas Gerais - CEMIG as at December 31, 2012, and 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 consolidated financial statements present fairly, in all material respects, the consolidated financial position of Companhia Energética de Minas Gerais - CEMIG as at December 31, 2012, and its consolidated financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and accounting practices adopted in Brazil.

 

Emphases of matter

 

a.                    As described in Note 2.6(i) and 13, those assets intended for the electric power generation activity under the independent production regime are depreciated over their estimated useful lives, and the financial assets intended for the natural gas distribution activity have been determined by Management assuming the payment of indemnity by the respective concession grantor, considering the facts and circumstances mentioned in said notes to the financial statements. As new information or decisions by the regulatory agency or concession grantors are issued, the current depreciation term for such assets or the realization approach for financial assets may be changed. Our opinion regarding this matter is unqualified.

 

b.                    As described in Note . 1(a), the jointly-controlled subsidiary Madeira Energia S.A. and its subsidiary are incurring development costs on Santo Antônio hydroelectric power plant construction project. As at December 31, 2012, this jointly-controlled subsidiary’s property, plant and equipment balance, included in the Company’s consolidated financial statements, amounts to R$1,452,735 thousand. During this project development phase, the jointly-controlled subsidiary Madeira Energia S.A. has recorded recurring losses on operations and accounted for current liabilities in excess of current assets. As described in Note 1(a), Madeira Energia S.A.’s management has plans to balance the net negative current capital situation and, as of this date,    Madeira Energia S.A. depends on obtaining financial support from its shareholders and/or obtaining borrowings from third parties to continue as a going concern. Our opinion regarding this matter is unqualified.

 

c.                     As described in Note 2.1, the individual financial statements have been prepared in accordance with the accounting practices adopted in Brazil. In the case of Companhia Energética de Minas Gerais - CEMIG, these accounting practices differ from the IFRSs, applicable to separate financial statements, only with respect to the measurement of investments in subsidiaries, associates and jointly-controlled subsidiaries under the equity method of accounting, which, for purposes of IFRS, would be measured at cost or fair value. Our opinion regarding this matter is unqualified.

 

© 2013 Deloitte Touche Tohmatsu. All rights reserved..

 

206



Table of Contents

 

d.                    Restatement of financial statements

 

On March 27, 2012, we issued a qualified audit report due to scope limitation regarding Management’s need to perform an evaluation of the possible effects of ANEEL’s preliminary information on the Company’s Regulatory Remuneration Base (BRR) on the financial statements. As described in Note 16, on April 5, 2012, ANEEL ratified the Company’s BBR and revised the amounts, which allowed Management to conduct an evaluation and conclude that there would be no need to adjust the financial statements as at December 31, 2012.  Consequently, the qualification included in our opinion regarding this matter, issued previously, is no longer necessary and, therefore, our new opinion in this report is unqualified.

 

Other matters

 

Statements of value added

 

We have also audited the individual and consolidated statements of value added (“DVA”) for the year ended December 31, 2012, prepared under the responsibility of the Company’s management, the presentation of which is required by the Brazilian Corporate Law for publicly-traded companies and as supplemental information for IFRS, which does not require the presentation of a DVA. These statements were subject to the same auditing procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.

 

Audit of the individual and consolidated financial statements for the year ended December 31, 2011 and the individual and consolidated balance sheet as at January 1, 2011

 

The information and figures corresponding to the year ended December 31, 2011 and the balance sheets as at January 1, 2011, presented for purposes of comparison, and herein restated for the reasons mentioned in Note 2.5, have been audited by other independent auditors, who issued a report on March 27, 2013 containing an emphasis-of-matter paragraph regarding the matter described in item “b” above.

 

The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

Belo Horizonte, April 16, 2013

 

DELOITTE TOUCHE TOHMATSU

José Ricardo Faria Gomez

Auditores Independentes

Engagement Partner

 

207



Table of Contents

 

OPINION OF THE AUDIT BOARD

 

OPINION OF THE AUDIT BOARD

 

The members of the Audit Board of Companhia Energética de Minas Gerais —CEMIG, undersigned, in the performance of their functions under the law and under the by-laws, have examined the Report of Management and the Financial Statements for the year ended December 31, 2012, and respective complementary documents. After verifying that the above mentioned documents reflect the economic and financial situation of the Company and considering, also, the explanations given by the representatives of the Company’s management and of its external auditors, the opinion of the members of the Audit Board is, unanimously, in favor of their approval in the Ordinary and Extraordinary General Meetings of Shareholders to be held, concurrently, on April 30, 2013.

 

Belo Horizonte, March 27, 2013.

 

(Signed by:)

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

Luis Guaritá Neto

Thales Souza de Ramos Filho

Vicente de Paulo Barros Pegoraro

 

208



Table of Contents

 

DIRECTORS’ STATEMENT OF REVIEW OF THE FINANCIAL STATEMENTS

 

 

STATEMENT

 

We hereby declare, for the due purposes, that at the 2,681st meeting of the Executive Board of Companhia Energética de Minas Gerais — CEMIG, held on March 27, 2013, we approved the conclusion, on March 27, 2013, of the Company’s Financial Statements for the business year of 2012; and the submission to the Board of Directors, for consideration and submission to the Annual General Meeting of Shareholders, of the Report of Management, the Financial Statements for the 2012 business year and the respective complementary documents. In relation to those documents, we declare that we have reviewed, discussed and agree with the said Financial Statements.  This being the truth, we hereby issue this certificate, under the responsibility of our positions.

 

Belo Horizonte, March 27, 2013.

 

Djalma Bastos de Morais — CEO

Arlindo Porto Neto — Deputy CEO

Fernando Henrique Schüffner Neto — Chief Officer for Business Development

Frederico Pacheco de Medeiros — Chief Corporate Management Officer

José Carlos de Mattos — Chief Officer for the Gas Division

Ricardo José Charbel — Chief Distribution and Sales Officer

José Raimundo Dias Fonseca — Chief Trading Officer

Luiz Fernando Rolla — Chief Officer for Finance and Investor Relations

Luiz Henrique de Castro Carvalho — Chief Generation and Transmission Officer

Luiz Henrique Michalick — Chief Institutional Relations and Communication Officer

Maria Celeste Morais Guimarães — Chief Counsel

 

209



Table of Contents

 

DIRECTORS’ STATEMENT OF REVIEW OF THE REPORT BY THE EXTERNAL AUDITORS ON THE FINANCIAL STATEMENTS

 

STATEMENT

 

We hereby declare, for the due purposes, that at the 2,681st meeting of the Executive Board of Companhia Energética de Minas Gerais — CEMIG, held on March 27, 2013, we approved the conclusion, on March 27, 2013, of the Company’s Financial Statements for the business year of 2012; and the submission to the Board of Directors, for consideration and submission to the Annual General Meeting of Shareholders, of the Report of Management, the Financial Statements for the 2012 business year and the respective complementary documents. In relation to those documents, we declare that we have reviewed, discussed and agree with the opinions expressed by the representatives of the External Auditors. This being the truth, we hereby issue this certificate, under the responsibility of our positions.

 

Belo Horizonte, March 27, 2013.

 

Djalma Bastos de Morais — CEO

Arlindo Porto Neto — Deputy CEO

Fernando Henrique Schüffner Neto — Chief Officer for Business Development

Frederico Pacheco de Medeiros — Chief Corporate Management Officer

José Carlos de Mattos — Chief Officer for the Gas Division

Ricardo José Charbel — Chief Distribution and Sales Officer

José Raimundo Dias Fonseca — Chief Trading Officer

Luiz Fernando Rolla — Chief Officer for Finance and Investor Relations

Luiz Henrique de Castro Carvalho — Chief Generation and Transmission Officer

Luiz Henrique Michalick — Chief Institutional Relations and Communication Officer

Maria Celeste Morais Guimarães — Chief Counsel

 

210



Table of Contents

 

2. Notice to Stockholders: Dividends, Capital Increase and Stock Dividend, dated April 30, 2013

 

211



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ: 17.155.730/0001-64

 

NOTICE TO STOCKHOLDERS

 

Annual General Meeting decision on dividends

 

We hereby advise stockholders that the Ordinary and Extraordinary General Meetings of Stockholders, held concurrently on April 30, 2013 decided the following corporate action:

 

1.              DIVIDENDS:

 

In the amount of R$ 2,918,107,000, in accordance with Subclause ‘b’ of Paragraph 1 of Article 28 of our by-laws and the Net Profit of R$ 4,271,685,000 reported for 2012, to be distributed as follows:

 

(i)

R$ 1,700,000,000

in the form of Interest on Equity (Juros sobre o Capital Próprio) corresponding to

 

 

 

 

R$ 1.993773380

per share,

 

 

 

·      as per decision of the Meeting of the Board of Directors of December 20, 2012 and per Subclause ‘b’ of the Notice to Stockholders of December 20, 2012,

 

 

 

·      payable to all holders of shares on December 21, 2012 for shares traded on the São Paulo Stock Exchange (BM&FBovespa S.A.).

 

 

 

Of this amount, R$ 686,000,000 was paid on March 5, 2013.

 

 

 

(ii)

R$ 1,218,107,000

in the form of dividends, corresponding to

 

 

 

 

R$ 1.428605477

per share,

 

 

 

 

·      payable to all holders of shares on April 30, 2013 for shares traded on the São Paulo Stock Exchange (BM&FBovespa S.A.).

 

The shares will trade ex- Interest on Equity and ex-Dividend on May 1, 2013, the day immediately following the Meeting.

 

Payments of the dividends will be made in two installments, by June 30 and December 30, 2012, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

 

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brasil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

212



Table of Contents

 

2.              INCREASE OF SHARE CAPITAL, AND STOCK DIVIDEND:

 

a)

The meeting decided to increase the Company’s share capital:

 

 

 

 

 

from:

R$ 4,265,091,140.00

(four billion two hundred sixty five million ninety one thousand one hundred forty Reais),

 

to:

R$ 4,813,361,925.00

(four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais),

 

 

 

 

 

through issuance of

109,654,157

(one hundred nine million six hundred fifty four thousand one hundred fifty seven) new shares, each with

 

par value of

R$

5.00     (five Reais),

 

 

 

 

of which

 

47,927,623

(forty seven million nine hundred twenty seven thousand six hundred twenty three) are nominal common shares,

 

and

 

61,726,534

(sixty one million seven hundred twenty six thousand five hundred thirty four) are nominal preferred shares,

 

 

 

 

 

through capitalization of

 

 

 

 

 

 

R$ 548,270,785.00

(five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais),

 

 

from

absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

 

 

 

· with consequent distribution to stockholders of a stock dividend, of

 

 

12.854843355%,

in new shares, of the same type as those held and each with

 

par value of

R$

5.00     (five Reais).

 

 

 

 

b)

All holders of shares on April 30, 2013, for the shares traded on the São Paulo Stock Exchange (BM&FBovespa S.A.) have the right to the stock bonus. The shares trade ex- the right to the stock bonus on the day immediately following the Meeting (i.e. May 1, 2013).

 

 

c)

The shares of the stock bonus will be credited on May 7, 2013 and will not have the right to the dividends proposed for the business year 2012.

 

 

d)

In accordance with §1º of Article 25 of Brazilian Federal Revenue Service Normative Instruction 25/2001, the unit cost of acquisition attributed to the stock dividend shares is R$ 5.00.

 

 

e)

In accordance with Normative Instruction 168/91 of the Brazilian Securities Commission (Comissão de Valores Mobiliários — CVM), the amount resulting from the sale, in Reais, of the fractions resulting from calculation of the share bonus will be paid to the holders of those fractions together with the payment of the first installment of the dividend for the business year of 2012.

 

Stockholders whose shares are not held in custody by the CBLC and whose registration details are not up-to-date should visit any branch of Banco Itaú Unibanco S.A. (the Institution which administers Cemig’s Nominal Share Registry System), carrying their personal identification documents, for the necessary updating.

 

Belo Horizonte, April 30, 2013.

 

 Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

213



Table of Contents

 

3. Market Announcement dated April 30, 2013: Filing of the Form 20-F for the fiscal year ended December 31, 2012 with the United States Securities and Exchange

 

214



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

COMPANHIA ABERTA

 

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG (“Cemig”), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public, in accordance with its commitment to best corporate governance practices, and of CVM Instruction 358 of January 3, 2002, that it filed, on April 29, 2013, the “Form 20-F” annual report for the year ended December 31, 2012 with the United States Securities and Exchange Commission (“SEC”).

 

The report may be accessed on the sites of the SEC (www.sec.gov) and from Cemig’s Investor Relations Department (http://ri.cemig.com.br) in the section Financial Information - SEC Filings.

 

Shareholders can also receive a printed copy of the Form 20-F, including our audited financial statements, for the year ended December 31, 2012, free of charge, by requesting one from the Investor Relations Website (http://ri.cemig.com.br) in the same section as mentioned above.

 

For further information, please contact Mr. Antônio Carlos Vélez Braga, Cemig’s Investor Relation Superintendent, at the phone number +55 31 3506-5024 or at the email address: ri@cemig.com.br.

 

Belo Horizonte, April 30, 2013

 

Luiz Fernando Rolla

Chief Officer for Finance and Investor Relations

 

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

 

215



Table of Contents

 

4. Minutes of the Annual General Meeting and Extraordinary General Meeting of Stockholders held concurrently on April 30, 2013

 

216



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

MINUTES

OF THE

ANNUAL GENERAL MEETING

AND

EXTRAORDINARY GENERAL MEETING

OF STOCKHOLDERS HELD CONCURRENTLY ON

APRIL 30, 2013

 

Date, time and place:

April 30, 2013 at 11 a.m. at the company’s head office.

Meeting Committee:

Chair:

Luiz Fernando Rolla;

 

Secretary:

Anamaria Pugedo Frade Barros.

 

At 11 a.m. on April 30, 2013, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais — Cemig met in Ordinary and Extraordinary General Meetings at its head office, on first convocation, at Av. Barbacena 1200, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all those present signed and made the required statements.

 

The stockholder The State of Minas Gerais was represented by Mr. Marco Antônio Rebelo Romanelli, in accordance with the legislation. The following were also present:

·                                                      Member of the Audit Board:  Mr. Marcus Eolo de Lamounier Bicalho

·                                                      Deloitte Touche Tohmatsu Auditores Independentes, represented by

Mr. José Ricardo Faria Gomez, CRC-SP 218398/O-1 S/MG, and

Mr. Leonardo Fonseca de Freitas Maia, CRC-MG 079276/O-7; and

·                                                      Chief Finance and Investor Relations Officer of Cemig:  Mr. Luiz Fernando Rolla:

 

Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, stated that there was a quorum for both the Ordinary and the Extraordinary General Meetings of Stockholders. She further stated that the stockholders present should choose the Chairman of this Meeting, in accordance with Clause 10 of the Company’s by-laws. Asking for the floor, the representative of the Stockholder State of Minas Gerais put forward the name of the stockholder Luiz Fernando Rolla to chair the Meeting. The proposal of the representative of the stockholder State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

The Chair then declared the Meeting opened and invited Ms. Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the Meeting, asking her to read the convocation notice, published in the newspapers Minas Gerais, official publication of the Powers of the State, on March 28 and April 2 and 3, and O Tempo and Valor Econômico on March 28, 29 and 30, of this year, the content of which is as follows:

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

217



Table of Contents

 

 

“  COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64 - NIRE 31300040127

 

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Ordinary and an Extraordinary General Meeting of Stockholders, to be held, concurrently, on April 30, 2013 at 11 a.m., at the company’s head office, Av. Barbacena 1200, 21st floor, in the city of Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

1)                         Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

 

2)                         Allocation of the net profit for the year 2012, in the amount of R$ 4,271,685, and of the balance in the Retained Earnings account, in the amount of R$ 120,930,000.

 

3)                         Decision on the form and date of payment of dividends, in the amount of R$ 2,918,000.

 

4)                         Authorization, verification and approval of an increase in the Share Capital

from: R$  4,265,091,140.00

to:       R$  4,813,361,925.00,

through issuance of:         109,654,157

new shares,

on capitalization of:  R$   548,270,785.00,

from absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

·                  a stock dividend being distributed, consequently, to stockholders, of 12.854843355%, in new shares, of the same type as those held, with nominal unit value of R$ 5.00.

 

5)                         Authorization for the Executive Board to:

·                  take the measures necessary for the stock dividend of 12.854843355%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 4,265,091,140.00, whose names are on the company’s Nominal Share Register on the date of this General Meeting of Stockholders;

·                  sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

·                  establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

·                  pay to the stockholders, proportionately, the result of the sum of the remaining fractions, jointly with the first installment of the dividends for the year 2012.

 

6)                         Changes to the Company’s by-laws, to:

a)             Make the change in drafting of the Head paragraph of Article 4º of the by-laws resulting from the above-mentioned increase in the Share Capital.

b)             Change the drafting of sub-clause ‘g’ of Item I and include sub-clause ‘n’ in Item XI, of the head paragraph of Article 22, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

 

7)                         Election of the sitting and substitute members of the Audit Board and setting of their remuneration.

 

8)                         Election of the sitting and substitute members of the Board of Directors, due to their resignation.

 

9)                         Setting of the remuneration of the Company’s Managers.

 

10)                 Orientation of the vote of the representatives of Companhia Energética de Minas Gerais in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A., also to be held, concurrently, by April 30, 2013, as to the following matters:

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Proposal for allocation of the net profit for 2012, in the amount of R$ 191,365,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 141,114,000.

d)             Change in the bylaws , redrafting sub-clause ‘g’ of Item I, and including a sub-clause ‘n’ in Item XI, of the head paragraph of Article 17, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to ending of their period of office.

f)               Election of sitting and substitute members of the Audit Board, due to completion of the current period of office.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

218



Table of Contents

 

11)                  Orientation of the vote of the representatives of Companhia Energética de Minas Gerais in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Geração e Transmissão S.A., also to be held, concurrently, by April 30, 2013, as to the following matters:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Allocation of the net profit for the year 2012, in the amount of R$ 1,919,485,000, and of the balance in the Retained Earnings account, in the amount of R$ 108,309,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 992,718,000.

d)           Changes to the by-laws, to change the drafting of sub-clause ‘g’ of Item I, and include sub-clause ‘n’ in Item XI, of the head paragraph of Article 17, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the current period of office.

 

Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the company’s Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.

 

Any stockholder who wishes to be represented by proxy at this General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by April 26, 2013, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or producing them at the time of the meeting.

 

Belo Horizonte, March 26, 2013.

 

Dorothea Fonseca Furquim Werneck

 

Chair of the Board of Directors      

 

In accordance with Item 1 of the agenda the Chair then placed in debate the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents, explaining that they have been widely disclosed in the press, since they were placed at the disposal of stockholders by a notice published in the newspapers Minas Gerais, the official journal of the Powers of the State, on March 28 and April 2 and 3, and in O Tempo on March 28, 29 and 30, of this year, and published in the same newspapers on April 20 of this year.

 

Finally the Chairman put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents, and they were approved, with the persons legally impeded abstaining.

 

Continuing the proceedings, the Chairman requested the Secretary to read the Proposal by the Board of Directors, which deals with items 2 to 6, 10 and 11 of the convocation, and also the Opinion of the Audit Board thereon, the contents of which documents are as follows:

 

“       PROPOSAL BY THE BOARD OF DIRECTORS TO THE

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

TO BE HELD, CONCURRENTLY, BY APRIL 30, 2013

 

Dear Stockholders:

 

The Board of Directors of Companhia Energética de Minas Gerais (Cemig),

 

· whereas:

 

a)             Article 192 of Law 6404 of 15-12-1976 as amended, and Clauses 27 to 31 of the by-laws, require the Board of Directors to make a proposal to the Ordinary General Meeting of Stockholders for allocation of the Company’s profit;

b)             the Company wishes to declare an additional dividend of R$ 666 million, further to the extraordinary dividends declared in December 2012;

c)              under an agreement between Cemig and the State of Minas Gerais, Cemig was authorized to retain amounts payable under Legal Action Nº 0024.02.747.991-4, in the amount of R$ 111,599,000, and allocate them as payment of dividends, as per Board Spending Decision (CRCA) 114/2012, of December 14, 2012;

d)             the Financial Statements for 2012 present net profit of R$ 4,271,685,000, and a balance of Retained earnings of R$ 120,930, arising from realization of the Reserve for Adjustments to Stockholders’ Equity;

e)              Clause 5 (“Incorporation to the Registered Capital”) of the Contract for Assignment of the Remaining Balance Receivable on the Earnings Compensation Account (“the CRC Account”), signed on May 31, 1995, between the State of Minas Gerais and Cemig, determines that the amounts in fact paid by the State of Minas Gerais as principal shall be incorporated into the Company’s Registered Capital as “Donations and Subventions for Investments”;

 

219



Table of Contents

 

f)               the payments made in 2012 by the State of Minas Gerais in relation to the final installments of amortization of the Principal, adjusted in accordance with the Fifth Amendment to the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, total R$ 548,270,785.00 (five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais);

g)              in 2009, a new Cemig Governance and Corporate Management Model was developed, among other objectives, to foster strategic alignment between companies of the “Cemig Group”, and to structure alternatives to strengthen the business vision in management of the holding;

h)             in August 2012 the Board of Directors approved the first Integrated Strategic Plan of the “Cemig group”, and the review of the Long-term Strategic Plan for 2012—2035;

i)                 there is a need for the company to restructure its Ombudsman department, to further improve its interaction with its clients;

j)                Cemig Geração e Transmissão S.A. (“Cemig GT”) and Cemig Distribuição S.A. (“Cemig D”) are wholly-owned subsidiaries of Companhia Energética de Minas Gerais (“Cemig”) and will hold their Ordinary and Extraordinary Annual General Meetings by April 30, 2010;

k)             Clause 21, § 4 sub-Clause “g”, of the by-laws of Cemig states:

 

“Clause 21…

 

§4        The following decisions shall require a vote by the Executive Board:

...

g)            approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Officer for Business Development and the Chief Officer for Finance and Investor Relations, of the statements of vote in the General Meetings of the wholly-owned and other subsidiaries, affiliated companies and in the consortia in which the Company participates, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters shall be that of the General Meeting of Stockholders, and decisions must obey the provisions of these Bylaws, the decisions of the Board of Directors, the Long-term Strategic Plan and the Multi-year Strategic Implement Plan”;

 

· now proposes to you as follows:

 

I)                           Distribution of net profit: That the net profit for 2012, in the amount of R$ 4,271,685,000 and the balance of retained earnings, in the amount of R$ 120,930,000, should be allocated as follows:

 

a)            R$ 170,603,000, or 3.99% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 28 of the Bylaws, but such allocation being limited to the maximum percentage of  20.00% of the balance of the registered Share Capital, as per Article 193 of Law 6404/1976.

 

b)            R$ 2,918,107,000 should be allocated as dividends to the Company’s stockholders, as follows:

 

·                  R$ 1,700,000,000 in the form of Interest on Equity, as per Board Spending Decision (CRCA) 116/2012, to those stockholders whose names were on the company’s Nominal Share Register on December 21, 2012 — of this amount, R$ 686,000,000 was paid on March 5, 2013; and

 

·                  R$ 1,218,107,000 in the form of dividends for 2012, to those stockholders whose names are on the company’s Nominal Share Register on the day on which the Ordinary General Meeting of Stockholders is held.

 

c)            R$ 1,303,905,000 to be held in Stockholders’ equity in the Reserve under the by-laws account specified in Clause 28, paragraph 1, sub-clause ‘c’, and Clause 30 of the by-laws.

 

·                  the payments of dividends and Interest on Equity to be made in two installments, by June 30 and December 30, 2013, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

 

Appendix 1 summarizes the calculation of the dividends proposed by Management, in accordance with the Bylaws.

 

II)                      Capital increase: Authorization, verification and approval of an increase in the share capital,

 

from:

 

R$

 

4,265,091,140.00

 

(four billion two hundred sixty five million ninety one thousand one hundred forty Reais),

 

 

 

 

 

 

 

to:

 

R$

 

4,813,361,925.00

 

(four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais),

 

 

 

 

 

 

 

through issuance of

 

 

 

109,654,157

 

(one hundred nine million six hundred fifty four thousand one hundred fifty seven) new shares, each with

 

 

 

 

 

 

 

par value of

 

R$

 

5.00

 

(five Reais),

 

 

 

 

 

 

 

of which

 

 

 

47,927,623

 

(forty seven million nine hundred twenty seven thousand six hundred twenty three) are nominal common shares,

 

 

 

 

 

 

 

and

 

 

 

61,726,534

 

(sixty one million seven hundred twenty six thousand five hundred thirty four) are nominal preferred shares,

 

 

 

 

 

 

 

through capitalization of

 

 

 

 

 

 

R$

 

548,270,785.00

 

(five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais),

 

220



Table of Contents

 

 

 

from

 

 

 

absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

 

 

 

 

 

 

 

· with consequent distribution to stockholders of a stock dividend, of

 

 

 

 

 

12.854843355%,

 

in new shares, of the same type as those held and each with

 

 

 

 

 

 

 

par value of

 

R$

 

5.00

 

(five Reais).

 

III)                 Consequent redrafting of the by-laws, changing the head paragraph of Clause 4, to the following:

 

“Clause 4              The company’s Share Capital is R$ 4,813,361,925.00 (four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais), represented by:

 

a)           420,764,708 (four hundred twenty million seven hundred sixty four thousand seven hundred eight) nominal common shares each with par value of R$ 5.00;

 

b)           541,907,677 (five hundred forty one million nine hundred seven thousand six hundred seventy seven) nominal preferred shares each with par value of R$ 5.00.”

 

IV)                  Stock dividend: Authorization for the Executive Board to take the following measures:

 

·                  to attribute a stock dividend of 12.854843355%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 4,265,091,140.00, whose names are on the company’s Nominal Share Register on the date of the General Meeting of Stockholders that decides on this proposal;

 

·                  to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

 

·                  to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

 

·                  to pay to the stockholders, proportionately, the result of the sum of the remaining fractions, jointly with the first installment of the dividends for the year 2012.

 

V)                        Status of Ombudsman: Change in the by-laws, in sub-clause ‘g’ of Item I, and inclusion of a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 22, to transfer the activity of the Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication, as follows:

 

“Clause 22:            Subject to the provisions of the previous clauses, the following are the functions and powers attributed to the members of the Executive Board:

 

I —                         To the Chief Executive Officer:

...

 

g)                  to manage and direct the activities of internal auditing, the Corporate Executive Office, and strategic planning;

...

 

XI —                  To the Chief Institutional Relations and Communication Officer:

...

 

n)                 to carry out the function and activities of the Company’s Ombudsman”.

 

VI)                  Orientation of vote: That the representatives of Cemig in the Ordinary and Extraordinary General Meetings of stockholders of Cemig D and Cemig GT, also to be held, concurrently, by April 30, 2013, should vote in favor of the matters on the agenda, that is to say the following:

 

Cemig D:

 

a)           Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

 

b)             Proposal for allocation of the net profit for 2012, in the amount of R$ 191,365,000.

 

c)              Decision on the form and date of payment of dividends, in the amount of R$ 141,114,000.

 

d)           Change in the bylaws, redrafting sub-clause ‘g’ of Item I and including a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 17, to transfer the activity of the Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

 

e)              Election of the sitting and substitute members of the Board of Directors, due to the ending of period of office.

 

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the period of office.

 

Cemig GT:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

 

b)             Allocation of the net profit for the year 2012, in the amount of R$ 1,919,485,000, and of the balance in the Retained Earnings account, in the amount of R$ 108,309,000.

 

c)              Decision on the form and date of payment of dividends, in the amount of R$ 992,718,000.

 

221



Table of Contents

 

d)           Change in the bylaws, redrafting sub-clause ‘g’ of Item I and including a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 17, to transfer the activity of the Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

 

e)              Election of the sitting and substitute members of the Board of Directors, due to completion of period of office.

 

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the period of office.

 

As can be seen, the objective of this proposal is to meet legitimate interests of the stockholders and of the Company, and as a result it is the hope of the Board of Directors that you, the stockholders, will approve it.

 

Belo Horizonte, March 27, 2013.

 

Dorothea Fonseca Furquim Werneck

 

Joaquim Francisco de Castro Neto

Djalma Bastos de Morais

 

Paulo Roberto Reckziegel Guedes

Arcângelo Eustáquio Torres Queiroz

 

Ricardo Coutinho de Sena

Eduardo Borges de Andrade

 

Saulo Alves Pereira Junior

Fuad Jorge Noman Filho

 

Wando Pereira Borges

Guy Maria Villela Paschoal

 

Bruno Magalhães Menicucci

João Camilo Penna

 

Leonardo Maurício Colombini Lima

Newton Brandão Ferraz Ramos

 

 

 

APPENDIX 1

CALCULATION OF PROPOSED DIVIDENDS

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

 

 

31-12-2012
R$ ’000

 

Calculation of the Minimum Dividends required by the Bylaws for the preferred shares

 

 

 

Nominal value of the preferred shares

 

2,399,087

 

Percentage applied to the nominal value of the preferred shares

 

10.00

%

Amount of the dividends by the first payment criterion

 

239,909

 

 

 

 

 

Stockholders’ equity

 

12,044,062

 

Preferred shares as a percentage of Stockholders’ equity (net of shares held in Treasury)

 

56,27

%

Portion of Stockholders’ equity represented by the preferred shares

 

6,777,194

 

Percentage applied to the portion of Stockholders’ equity represented by the preferred shares

 

3.00

%

Amount of the dividends by the second payment criterion

 

203,316

 

 

 

 

 

Minimum obligatory dividends required by the Bylaws for the Preferred Shares

 

239,909

 

 

 

 

 

Obligatory Dividend

 

 

 

Net profit for the year

 

4,271,685

 

Obligatory dividend — 50.00% of net profit

 

2,135,843

 

 

 

 

 

Net dividends proposed:

 

 

 

Interest on Equity

 

1,700,000

 

Extraordinary dividends

 

1,218,107

 

 

 

2,918,107

 

 

 

 

 

Total of the dividend for the preferred shares

 

1,642,117

 

Total of the dividend for the common shares

 

1,275,990

 

 

 

 

 

Dividend per share, R$ 

 

 

 

Minimum Dividends required by the Bylaws for the preferred shares

 

0.50

 

Obligatory Dividend

 

2.50

 

Dividends proposed

 

3.42

 

 

222



Table of Contents

 

“  OPINION OF THE AUDIT BOARD

 

The members of the Audit Board of Companhia Energética de Minas Gerais — Cemig, undersigned, in performance of their functions under the law and under the by-laws, have examined the Proposal made by the Board of Directors to the Ordinary and Extraordinary General Meetings of Stockholders to be held, concurrently, on April 20, 2013, as follows:

 

“I)                    Distribution of net profit: That the net profit for 2012, in the amount of R$ 4,271,685,000 and the balance of retained earnings, in the amount of R$ 120,930,000, should be allocated as follows:

 

a)             R$ 170,603,000, or 3.99% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 28 of the Bylaws, but such allocation being limited to the maximum percentage of 20.00% of the balance of the registered Share Capital, as per Article 193 of Law 6404/1976.

 

b)             $ 2,918,107,000 should be allocated as dividends to the Company’s stockholders, as follows:

 

·                  R$ 1,700,000,000 in the form of Interest on Equity, as per Board Spending Decision (CRCA) 116/2012, of December 21, 2012, to those stockholders whose names were on the company’s Nominal Share Register on December 21, 2012 — of this amount, R$ 686,000,000 was paid on March 5, 2013; and

 

·                  R$ 1,218,107,000 in the form of dividends for 2012, to those stockholders whose names are on the company’s Nominal Share Register on the day on which the Ordinary General Meeting of Stockholders is held

 

c)              R$ 1,303,905,000 to be held in Stockholders’ equity in the Reserve under the by-laws account specified in Clause 28, paragraph 1, sub-clause ‘c’, and Clause 30 of the by-laws.

 

·                  the payments of dividends and Interest on Equity to be made in two installments, by June 30 and December 30, 2013, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

 

II)                      Capital increase: Authorization, verification and approval of an increase in the share capital,

 

from:

 

R$

 

4,265,091,140.00

 

(four billion two hundred sixty five million ninety one thousand one hundred forty Reais),

 

 

 

 

 

 

 

to:

 

R$

 

4,813,361,925.00

 

(four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais),

 

 

 

 

 

 

 

through issuance of

 

 

 

109,654,157

 

(one hundred nine million six hundred fifty four thousand one hundred fifty seven) new shares, each with

 

 

 

 

 

 

 

par value of

 

R$

 

5.00

 

(five Reais),

 

 

 

 

 

 

 

of which

 

 

 

47,927,623

 

(forty seven million nine hundred twenty seven thousand six hundred twenty three) are nominal common shares,

 

 

 

 

 

 

 

and

 

 

 

61,726,534

 

(sixty one million seven hundred twenty six thousand five hundred thirty four) are nominal preferred shares,

 

 

 

 

 

 

 

through capitalization of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$

 

548,270,785.00

 

(five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais),

 

 

 

 

 

 

 

 

 

from

 

 

 

absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

 

· with consequent distribution to stockholders of a stock dividend, of

 

 

 

 

 

12.854843355%,

 

in new shares, of the same type as those held and each with

 

 

 

 

 

 

 

par value of

 

R$

 

5.00

 

(five Reais).

 

III)          Consequent redrafting of the by-laws, changing the head paragraph of Clause 4, to the following:

 

“Clause 4              The company’s Share Capital is R$ 4,813,361,925.00 (four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais), represented by:

 

a)             420,764,708 (four hundred twenty million seven hundred sixty four thousand seven hundred eight) nominal common shares each with par value of R$ 5.00;

 

b)             541,907,677 (five hundred forty one million nine hundred seven thousand six hundred seventy seven) nominal preferred shares each with par value of R$ 5.00.”

 

IV)                      Stock dividend: Authorization for the Executive Board to take the following measures:

 

·                  to attribute a stock dividend of 12.854843355%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 4,265,091,140.00, whose names are on the company’s Nominal Share Register on the date of the General Meeting of Stockholders that decides on this proposal;

·                  to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

·                  to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

·                  to pay to the stockholders, proportionately, the result of the sum of the remaining fractions, jointly with the first installment of the dividends for the year 2012.”

 

223



Table of Contents

 

After carefully analyzing the said proposal, and considering, further, that the legal rules applicable to the matters have been complied with, the opinion of the members of the Audit Board is in favor of their approval by those Meetings.

 

Belo Horizonte, March 27, 2013.

(Signed by:)

 

Aristóteles Luiz Menezes Vasconcellos Drummond

Luiz Guaritá Neto

Thales de Souza Ramos Filho

Vicente de Paulo Barros Pegoraro ”

 

The Chair then put the proposal of the Board of Directors relating to items 2, 6, 10 and 11 of the Convocation to debate, and then to a vote, and it was approved by majority.

 

Continuing with the agenda, the Chairman informed the meeting that the period of office of the members of the Audit Board ended with this present meeting, and that a new election should thus be held for that Board, with a period of office of 1 (one) year, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 2014.

 

The Chairman said that this election would be carried out with separate voting, in the case of candidates indicated by holders of preferred shares and by minority stockholders of common shares. The Chairman then placed the election of the sitting and substitute members of the Audit Board in debate.

 

Asking for the floor, the representative of the stockholders Previ (Caixa de Previdência dos Funcionários do Banco do Brasil — the Banco do Brasil Pension Fund) and Petros (Fundação Petrobras de Seguridade Social — the Petrobras Pension Fund), as holders of preferred shares, proposed the following persons for membership of the Audit Board:

 

Lauro Sander

 

· Brazilian, married, bank employee, resident and domiciled in Rio de Janeiro, RJ, at Av. Monsenhor Ascaneo 63/201, Barra da Tijuca, CEP 22621-060, bearer of Identity Card 7017225744, issued by the Public Safety Department of Rio Grande do Sul, and CPF 130841600-82;

 

· and as his substitute member:

 

Salvador José Cardoso de Siqueira

 

· Brazilian, divorced, bank employee, domiciled in Brasília, Federal District, at SQS 214, Bloco F, Apto. 507, Asa Sul, CEP 70293-060, bearer of Identity Card 812001931, issued by Instituto Félix Pacheco do Estado do Rio de Janeiro, and CPF 302074607-87.

 

The Chair then submitted the above-mentioned nominations to debate, and, subsequently to votes — separately, with only holders of preferred shares participating, and they were approved by majority vote.

 

Asking for the floor, the representative of the stockholder AGC Energia S.A., for the minority common stockholders, proposed, as a

sitting member of the Audit Board:

 

Helton da Silva Soares

 

· Brazilian, married, accountant, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Alvarenga Peixoto 832/301, Lourdes, CEP 30180-120, bearer of Identity Card MG-6392717, issued by the Civil Police of the State of Minas Gerais, and of CPF Nº 000185326-08;

 

· and, as his substitute member:

 

Bruno Gonçalves Siqueira

 

· Brazilian, single, accountant and economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Ceará 1850/500, Funcionários, CEP 30150-311, Bearer of Identity Card MG-13.786.224, issued by the Public Safety Department of Minas Gerais State, and CPF 075851006-39.

 

The above nominations were put to debate and then to the vote — separately — and were approved by majority.

 

Asking for the floor, the representative of the stockholder The State of Minas Gerais, as majority stockholder, put forward the following nominations for member of the Audit Board:

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

· Brazilian, married, journalist, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250-020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF 026939257-20;

 

Luiz Guaritá Neto

 

· Brazilian, legally separated, engineer and entrepreneur, resident and domiciled in Uberaba, MG State, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M-324134, issued by the Public Safety Department of Minas Gerais State, and CPF 289118816-00;

 

224



Table of Contents

 

Thales de Souza Ramos Filho

 

· Brazilian, married, doctor, resident and domiciled in Juiz de Fora, Minas Gerais, at Rua Severino Meireles 67, Passos, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of Minas Gerais State, and CPF 003734436-68;

 

· and as their respective substitute members:

 

Marcus Eolo de Lamounier Bicalho

 

· Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of identity card M-1033867, issued by the Public Safety Department of Minas Gerais State, and CPF 001909696-87;

 

 

 

Ari Barcelos da Silva

 

· Brazilian, married, company manager, resident and domiciled in Rio de Janeiro, RJ, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and of CPF 006124137-72; and

 

 

 

Aliomar Silva Lima

 

· Brazilian, legally separated, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Aimorés 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of Minas Gerais State, and CPF 131654456-72.

 

The nominations of the representative of the stockholder The State of Minas Gerais were put to debate, and to the vote, and approved by majority.

 

The Members of the Audit Board elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

The Chair then stated that, because of a vacancy on the Company’s Board of Directors, due to the resignation of the Board Member Francelino Pereira dos Santos — as per a letter in the Company’s possession, a new member should be elected to the Board of Directors. The Chairman then stated that, independently of the present period of office of the Board of Directors having been begun through adoption of the multiple vote, continuance of this process of election had been requested by the stockholder AGC Energia S.A., as per a letter in the Company’s possession.

 

Hence, this Meeting should elect all the sitting and substitute members of the Board of Directors to complete the period of office of 2 (two) years begun on April 27, 2012, that is, until the Annual General Meeting to be held in 2012, a total of 24,489,000 shares being necessary for the election of each Member of the Board of Directors.

 

Finally, the Chair pointed out that it will be necessary first, in view of Clause 12 of the by-laws, to proceed to election of the sitting member and his respective substitute member put forward by representatives of the holders of the preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.

 

Asking for the floor, as holders of preferred shares, the stockholders represented by Mr. Fábio do Prado Brandão Totti put forward the following candidate for election to the Board of Directors:

 

Guy Maria Villela Paschoal

 

· Brazilian, widower, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000798806-06.and as his substitute member:

 

· and as his substitute member:

 

Christiano Miguel Moysés

 

· Brazilian, married, accountant, resident and domiciled in Belo Horizonte, Minas Gerais, at R. Maranhão, 1050/1201, Funcionários, CEP 30150-331, bearer of Identity Card M-2275197, issued by the Public Safety Department of the State of Minas Gerais, and CPF 857916016-20.

 

The Chair then submitted the above-mentioned nominations to debate, and, subsequently to votes — separately, with only holders of preferred shares participating, and they were approved by majority vote.

 

The Chair explained that, to complete the Board of Directors, the representative of the stockholder AGC Energia S. A. could put forward 5 sitting members and their respective substitute members, and the representative of the stockholder The State of Minas Gerais could put forward 8 sitting members and their respective substitute members. Asking for the floor, the representative of the stockholder AGC Energia S.A. then proposed the following stockholders as members of the Board of Directors:

 

225



Table of Contents

 

Eduardo Borges de Andrade

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Alameda das Falcatas 879, São Luiz, CEP 31275-070, bearer of Identity Card M-925419, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000309886-91;

 

 

 

Eduardo Otávio Marques de Azevedo

 

· Brazilian, married, engineer, resident and domiciled in São Paulo, São Paulo State, at Rua Afonso Braz, 115/91, Vila Nova Conceição, CEP 04511-010, bearer of Identity Card MG-479057, issued by the Public Safety Department of the State of Minas Gerais, and CPF 129364566-49;

 

 

 

Paulo Roberto Reckziegel Guedes

 

· Brazilian, married, engineer, resident and domiciled in Nova Lima Minas Gerais, at Alameda do Morro 85, Torre 4, Apt. 1600, Vila da Serra, CEP 34000-000, bearer of Identity Card MG-13975681, issued by the Public Safety Department of the State of Minas Gerais, and CPF 400540200-34;

 

 

 

Ricardo Coutinho de Sena

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Rio de Janeiro 2299/1801, Lourdes, CEP 30160-042, bearer of Identity Card M-30172, issued by the Public Safety Department of the State of Minas Gerais, and CPF 090927496-72;

 

 

 

Saulo Alves Pereira Junior

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Ludgero Dolabela 857/701, Gutierrez, CEP 30430-130, bearer of Identity Card M-5345878, issued by the Public Safety Department of the State of Minas Gerais, and CPF 787495906-00;

 

· and as their respective substitute members:

 

Tarcísio Augusto Carneiro

 

· Brazilian, legally separated, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Professor Alvino de Paula 27, Estoril, CEP 30450-430, bearer of Identity Card M-1076524, issued by the Public Safety Department of the State of Minas Gerais, and CPF 372404636-72;

 

 

 

Bruno Magalhães Menicucci

 

· Brazilian, single, production engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Nunes Vieira 86/402, Santo Antônio, CEP 30350-120, bearer of Identity Card M-11890035, issued by the Public Safety Department of the State of Minas Gerais, and CPF 081100286-16;

 

 

 

Marina Rosenthal Rocha

 

· Brazilian, married, civil engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Alagoas 904/802, Funcionários, CEP 30130-160, bearer of Identity Card M-11781993, issued by the Public Safety Department of the State of Minas Gerais, and CPF 060.101.836-26.

 

 

 

Newton Brandão Ferraz Ramos

 

· Brazilian, married, accountant, resident and domiciled in Nova Lima, Minas Gerais, at Rua Mares de Montanha 1245, Vale dos Cristais, CEP 34000-000, bearer of Identity Card MG-4019574, issued by the Public Safety Department of Minas Gerais State and CPF 813975696-20;

 

 

 

José Augusto Gomes Campos

 

· Brazilian, married, physicist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Santa Catarina 1466/1602, Lourdes, CEP 30170-081, bearer of Identity Card MG-3059793, issued by the Public Safety Department of Minas Gerais State, and CPF 505516396-87.

 

The representative of the stockholder State of Minas Gerais then asked for the floor, and proposed the following stockholders as members of the Board of Directors:

 

Dorothea Fonseca Furquim Werneck

 

· Brazilian, legally separated, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Adauto Lúcio Cardoso, 633, Belvedere, CEP 30320-290, bearer of Identity Card 3758423-2, issued by the Public Safety Department of the State of Rio de Janeiro, and CPF 261863817-49;

 

 

 

Djalma Bastos de Morais

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais at R. Elza Brandão Rodarte, 81/1201, Belvedere, CEP 30320-630, bearer of Identity Card 1966100268-006633526, issued by the CREA of Rio de January, and CPF 006633526-49;

 

Arcângelo Eustáquio Torres Queiroz

 

· Brazilian, married, electricity employee, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua da Gameleira 100, Santa Branca, CEP 31565-240, bearer of Identity Card MG3632038, issued by the Public Safety Department of the State of Minas Gerais, and CPF 539109746-00,

 

 

 

Fuad Jorge Noman Filho

 

· Brazilian, married, economist, resident and domiciled at Nova Lima-MG, at Alameda Antibes 157, Condomínio Riviera, CEP 34000-000, bearer of Identity Card 458339, issued by the Public Safety Department of the State of Distrito Federal, and

 

226



Table of Contents

 

 

 

CPF nº 009880816-87;

 

 

 

João Camilo Penna

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer of Identity Card MG-246968, issued by the Public Safety Department of the State of Minas Gerais, and CPF nº 000976836-04;

 

 

 

Joaquim Francisco de Castro Neto

 

· Brazilian, married, company manager, resident and domiciled in São Paulo-SP, at Rua Oscar Freire 74/11, Cerqueira Cesar, CEP 01426-000, bearer of Identity Card 3343795-6, issued by the Public Safety Department of the State of São Paulo, and CPF 026491797-91;

 

 

 

Tadeu Barreto Guimarães

 

· Brazilian, divorced, economist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Passa Tempo 65/700, Anchieta, CEP 30310-760, bearer of Identity Card M754157, issued by the Public Safety Department of Minas Gerais State, and CPF 370853526-04; and

 

 

 

Wando Pereira Borges

 

· Brazilian, stable union, economist, resident and domiciled in Brasília, Federal District, at SHIS, QL 12, Conj. 08, Casa 18, CEP 71630-285, bearer of Identity Card M-896082, issued by the Public Safety Department of Minas Gerais State, and CPF 000289756-3.4

 

· and as their respective substitute members:

 

Paulo Sérgio Machado Ribeiro

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Rua Piauí 1848/503, Funcionários, CEP 30150-321, bearer of Identity Card 34133/D, issued by the Regional Engineering and Architecture Council of Minas Gerais (CREA/Minas Gerais), and CPF nº 428576006-15;

 

 

 

Lauro Sérgio Vasconcelos David

 

· Brazilian, separated, company manager, resident and domiciled in São Paulo-SP, at Rua Pedroso Alvarenga 543/247, Itaim Bibi, CEP 04531-011, bearer of Identity Card M-3373627, issued by the Public Safety Department of the State of Minas Gerais, and CPF 603695316-04.

 

 

 

Franklin Moreira Gonçalves

 

· Brazilian, married, data processing technologist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua João Gualberto Filho 551/302, Sagrada Família, CEP 31030-410, bearer of Identity Card M-5540831, issued by the Public Safety Department of the State of Minas Gerais, and CPF 754988556-72;

 

 

 

Luiz Augusto de Barros

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Curitiba 2401/1201, Lourdes, CEP 30170-122, bearer of Identity Card 6350, issued by CREA-MG, and CPF nº 000115841-49;

 

 

 

Guilherme Horta Gonçalves Júnior

 

· Brazilian, legally separated, economist, resident and domiciled in Rio de Janeiro-RJ, at Rua Cupertino Durão, 173/401, Leblon, Rio de Janeiro, CEP 22441-030, bearer of Identity Card 1622046, issued by the Public Safety Department of the State of Distrito Federal and CPF nº 266078757-34; and

 

 

 

Adriano Magalhães Chaves

 

· Brazilian, single, electrical engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Alameda dos Jacarandás, 838, São Luiz, CEP 31275-060, bearer of Identity Card 19908712, issued by the Public Safety Department of the State of Minas Gerais, and CPF 086051928-79.

 

 

 

Leonardo Maurício Colombini Lima

 

· Brazilian, married, accountant, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Cônego Rocha Franco 325/401, Gutierrez, CEP 30441-045, bearer of Identity Card 705600, issued by the Public Safety Department of the State of Goiás, and CPF065276716-87;

 

 

 

Marco Antonio Rodrigues da Cunha

 

· Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Miguel Abras 33/501, Serra, CEP 30220-160, bearer of Identity Card M-281574, issued by the Public Safety Department of the State of Minas Gerais, and CPF 292581976-15;

 

The proposals for election made by the representatives of the stockholder AGC Energia S.A. and the representative of the stockholder State of Minas Gerais were put to debate, and, subsequently, to the vote, and were approved by majority of votes, the representative of the stockholder AGC Energia S.A. voting for the Board Members that he had proposed; and the representative of the stockholder State of Minas Gerais and the stockholder represented by Mr. José Pais Rangel voting for the Board Members put forward by the representative of the majority stockholder.

 

The board members elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, that they do not occupy any post in a company which could be considered to be a competitor of the Company, and that they do not have nor represent any interest conflicting with that of Cemig, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical

 

227



Table of Contents

 

values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

The Chair said that, as a result of the election of a new member of the Board of Directors of this Company and according to Clause 11, § 1º, of the Company’s by-laws, and Clause 8, §1 of the by-laws of the wholly-owned subsidiaries Cemig D and of Cemig GT, there is a need for change of the composition of the Boards of Directors of Cemig D and Cemig GT, because the structure and composition of the Boards of Directors and Audit Boards of those Companies is required to be identical to those of Cemig. Continuing with the agenda, the Chairman placed in debate the remuneration of the Managers of the Company and the Members of the Company’s Audit Board.

 

Asking for the floor, the representative of the Stockholder State of Minas Gerais asked the Chair to put the following proposal before the stockholders for consideration: To maintain the same amounts and conditions of the previous business year, having in mind that all the information for analysis of this proposal has been sent, in good time, to the Corporate Governance Committee of the State of Minas Gerais. In view of the statement of opinion in favor given by that Committee, the recommendation was approved in the form in which it was made.

 

The proposal of the representative of the stockholder State of Minas Gerais was placed in debate, then put to the vote, and unanimously approved.

 

The Chairman then stated that the publications by Cemig specified in Law 6404 of December 15, 1976, as amended, will be made in the newspapers Minas Gerais, the official publication of the Powers of the State, and O Tempo, without prejudice to possible publication in other newspapers.

 

The meeting being opened to the floor, the representative of the stockholder State of Minas Gerais took the floor and reiterated the need for compliance with State Decree 45644/2011, since the Company is not sending the majority the documents to the Corporate Governance Committee of the State of Minas Gerais and to the General Coordination, Planning, Management and Finance Chamber prior to meetings of the Company’s Board of Directors, and noted that requests that arrive out of time will not be analyzed.

 

The stockholder Rubens Antônio França then asked for the floor, and stated his dissatisfaction in relation to the fact that the Collective Employment Agreement (ACT) had not been signed since its base-date, up till today’s date, emphasizing that is the first time that this situation has occurred, and that this could cause significant negative motivation for the employees, who are providers of a high level of performance.

 

On this issue it was pointed out to the said stockholder that the 2012—13 Collective Employment Agreement had not yet been signed since it is still in the collective negotiation process up to the present date.

 

The meeting remaining open to the floor, Mr. José Pais Rangel, representative of the investment fund FIA Dinâmica Energia, took the opportunity of recording that Fund’s definitive intention of participating as a partner of Cemig, since it believed Cemig to be a successful company.

 

Once again taking the floor, the representative of the stockholder State of Minas Gerais congratulated the Company’s management and employees for their efficiency in the conduct of the work and in the performance of the results. The stockholder and Chief Officer Luiz Fernando Rolla, speaking on behalf of the chief officers, directors and employees, then expressed his thanks to them for their trust and confidence.

 

Since no-one else wished to make any statement, the Chairman ordered the session suspended for the time necessary for the writing of the minutes. The session being reopened, the Chairman, after putting the said minutes to debate and to the vote and verifying that they had been approved and signed, closed the meeting.

 

For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.

 

228



Table of Contents

 

5. Summary of Decisions of the 566th Meeting of the Board of Directors held on May 9, 2013

 

229



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of May 9, 2013

 

SUMMARY OF PRINCIPAL DECISIONS

 

The Board of Directors of Cemig (Companhia Energética de Minas Gerais), at its 566th meeting, held on May 9, 2013, decided the following:

 

1.         Corporate guarantee for contracting of a loan by Cemig D.

 

2.         Constitution, by Taesa, of a consortium and of a special-purpose company.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

230



Table of Contents

 

6. Earnings Release of First Quarter 2013

 

231



Table of Contents

 

 

 

 

Earnings Release
1
st Quarter 2013

 

 

232



Table of Contents

 

— Your invitation from Cemig

 

Announcement of first quarter 2013 results

VIDEO WEBCAST AND CONFERENCE CALL

 

May 17, 2013 (Friday), at 3 PM (Brasília time)

 

The transmission of Cemig’s results will have simultaneous translation into English

and can be

seen in real time by Video Webcast, at http://ri.cemig.com.br —

or heard by conference call, on:

 

+ 55 (11) 4688 6341

Password: CEMIG

 

Playback of Video Webcast:

Website: http://ri.cemig.com.br
Click on the banner and download.

Available for 90 days

 

Playback of conference call:

Tel.: + 55 (11) 4688-6312
Password:

 6595267# (Portuguese)

5180644# (English)
Available: May 17 through 23, 2013

 

For any questions please call +55 31 3506-5024.

 

233



Table of Contents

 

— Cemig’s Executive Investor Relations Team

 

·                  Chief Finance and Investor Relations Officer

 

Luiz Fernando Rolla

 

 

·                  General Manager, Investor Relations

 

Antonio Carlos Vélez Braga

 

GRAPHIC

 

·                  Manager, Investor Market

 

Stefano Dutra Vivenza

 

GRAPHIC

 

— Cemig: your IR contacts

 

http://ri.cemig.com.br/

ri@cemig.com.br

Tel.:        +55-31 3506-5024

Fax:        +55-31 3506-5025

 

234



Table of Contents

 

Contents

 

— YOUR INVITATION FROM CEMIG

233

— CEMIG’S EXECUTIVE INVESTOR RELATIONS TEAM

234

— MESSAGE FROM THE CEO AND CFO

238

— HIGHLIGHTS OF FIRST QUARTER 2013

239

— CEMIG’S SHARES: PERFORMANCE

243

— CEMIG IN 1Q13: KEY NUMBERS

244

— ADOPTION OF IFRS

244

— CEMIG’S CONSOLIDATED ELECTRICITY MARKET

246

— THE ELECTRICITY MARKET OF CEMIG GT

249

— THE ELECTRICITY MARKET OF CEMIG D

250

— BALANCE OF SOURCES AND USES OF ELECTRICITY

252

— ELECTRICITY BOUGHT FOR RESALE

252

— CONSOLIDATED OPERATIONAL REVENUE

252

— SECTOR / REGULATORY CHARGES DEDUCTED FROM REVENUE

255

— OPERATIONAL COSTS AND EXPENSES

256

— INCOME TAX AND THE SOCIAL CONTRIBUTION TAX

260

— EBITDA

261

— TAESA — HIGHLIGHTS OF 1Q13

263

— FINANCIAL STATEMENTS SEPARATED BY COMPANY

264

— INFORMATION BY OPERATIONAL SEGMENT

265

— TRANSMISSION: PERMITTED ANNUAL REVENUE — RAP

266

— APPENDICES

267

TABLES: CEMIG D (R$ ‘000)

267

TABLES: CEMIG GT (R$ ‘000)

268

 

235



Table of Contents

 

— Disclaimer

 

Certain statements and estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations.

 

These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector, and expected future results, many of which are not under Cemig’s control.

 

Important factors that could lead to significant differences between actual results and the projections about future events or results include Cemig’s business strategy, Brazilian and international economic conditions, technology, Cemig’s financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and energy markets, uncertainty on our results from future operations, plans and objectives, and other factors. Because of these and other factors, Cemig’s results may differ significantly from those indicated in or implied by such statements.

 

The information and opinions herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from use of the content of this material.

 

236



Table of Contents

 

To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could originate different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) and in the 20-F form filed with the U.S. Securities and Exchange Commission (SEC).

 

(Figures are in R$ ‘000, except where otherwise indicated)

 

237



Table of Contents

 

— Message from the CEO and CFO

 

Cemig’s CEO, Mr. Djalma Bastos de Morais, comments:

 

“Our exceptional results in first quarter 2013 demonstrate Cemig’s leadership in the Brazilian electricity industry — the fruit of experience acquired over its 60 years of operation in this market — and translate into the excellent economic and financial results that you see on these pages. Cemig positions itself to face the challenges ahead, strengthening itself at the moments when the economy provides opportunities for growth, while maintaining its policy of adding value to its businesses, and at the same time providing the desired returns for its stockholders — with total respect for the environment and society.  Finally, the results for this quarter show that we are on the right track: that the decisions taken in recent years are constantly adding value to our businesses, making Cemig a company that is increasingly strong, and solid, with efficient entrepreneurial management.”

 

Cemig’s Chief Finance and Investor Relations Officer, Mr. Luiz Fernando Rolla, says:

 

“In this first quarter of 2013 Cemig generated cash flow of R$ 1.6 billion, coming principally from net revenue 15% higher — which in turn is the result of our electricity sales strategy, and balanced growth. The strategy of maintaining a diversified portfolio of businesses has provided the Company with a net income of R$ 865 million this quarter, and a cash position of R$ 2.6 billion. The success of our strategies has been reflected in the performance of our shares, which have significantly outperformed the Ibovespa and also the Brazilian electricity sector index.”

 

This release gives you the highlights of the quarter.

 

238



Table of Contents

 

—  Highlights of First Quarter 2013

 

·                         Net income up 37% year-on-year in 1Q13, at R$ 865 mn.

 

·                         Cash flow, measured as Ebitda: R$ 1.6 billion in 1Q13, up 28% from 1Q12.

 

·                         Net revenue R$ 3.7 billion in 1Q13 — growth of more than 15%, YoY.

 

·                         Revenue from electricity transactions on the CCEE (wholesale trading chamber) R$ 579 million, compared to R$ 119 million in 1Q12 — an increase of 387%.

 

239



Table of Contents

 

— The economic context — summary

 

Internationally, the environment is, in our view, still very uncertain. Growth in the Eurozone is still slow, and unequal, in spite of recent cuts in expenses and incentives for saving. The biggest concern continues to be the continual growth of unemployment, currently at 12.1%. Disappointing economic indices, and insolvency of some countries, are influencing the forecast for GDP growth in the region, currently at —0.4%.

 

In the first three months of 2013, the crisis in Cyprus worried investors worldwide. Cyprus’s economy is based mainly on its financial system. With the crisis in Greece, the Cypriot banks, mainly holders of Greek public debt, found themselves in difficulties. The Cyprus government announced measures to try to control the situation, and a later agreement between Cyprus and its creditors guaranteed a bailout of 10 billion euros — which prevented the crisis propagating to the rest of the economic block.

 

Political instability in Italy also affected the market, reducing investors’ confidence in recovery of the European group as a whole.

 

Meanwhile, there were positive figures in the United States, with annualized GDP growth in the first quarter of 2.5%, a significant improvement on the previous quarter (+0.4%), but still less than expected. According to the US Trade Department, GDP growth is a reflection of the increase in consumption, up 3.2% in the period, but the reduction of government expenses and the increase of imports prevented a greater increase in gross domestic product.

 

In Asia, focus was on the slowing growth of China and the possibility of a Chinese housing bubble. The world’s second largest economy posted 7.7% growth in the first quarter, compared to 8.1% in 1Q12. In Japan, the major new development was the BoJ decision to target inflation of 2%, with an aggressive asset buying plan.

 

240



Table of Contents

 

In the Brazilian economy, we perceive an attempted recovery by industry, linked to an improvement in the labor market. We expect the Brazilian economy to continue growing during this year.

 

Brazilian industrial production was down 0.5% year-on-year in 1Q13, but up 0.8% from 4Q12, indicating slight improvement. Physical production in March 2013 was 0.5% lower than in March 2013, with highlights for tobacco —down 20.3% YoY, and vehicle production — which was up 12.7% YoY.

 

The outlook for Brazilian industry is still uncertain. We expect to see a positive trend in performance only with resumption of investments, which is directly related to the reduction of idle capacity in the system and increase in entrepreneurs’ confidence. In spite of the reduction in idle capacity, and fall levels of inventories, the effects have not yet been felt — we expect them in the next few months.

 

In the labor market, the level of unemployment in March 2013 was measured as 5.7% of the economically active population. This is accompanied by a growth of 2.2% in the people in work, and an increase of 3.5% in average habitual real income, comparing March 2013 with March 2012.

 

Brazil: Unemployment, Feb. 2012 — Mar. 2013

 

 

Source: PME (Monthly Employment Survey) of IBGE.

 

241



Table of Contents

 

The IPCA inflation index, calculated by the IBGE(1), totaled 1.94% over the first quarter of 2013. The main price groups pressuring the result were Food and beverages and Education, respectively up 4.65% and 636% in the period. Education has a seasonal rise in this quarter, peaking in February.

 

During the first quarter the Central Bank Monetary Policy Committee (Copom) decided to keep the Selic rate at 7.25% p.a., with no bias; but at its most recent meeting the Committee advised it would “be monitoring the macroeconomic scenario until its next meeting, to decide on the next steps in its monetary policy strategy”.

 

In the electricity market: in 1Q13 Brazil’s total electricity consumption was up 2.5% from 1Q12, at 114,636 GWh. The Southeast accounted for 52% of this total, and was up 2% on the same annual comparison. Growth in electricity consumption in 1Q13 was led by the residential and commercial sectors, up 6.6% and 6.0% respectively. Industrial consumption was down 2.4%, reacting to the instability in industrial activity. Production was lower as a consequence of lower metal commodity prices in the international market, which resulted in lower electricity consumption.

 

The sector has also been suffering from low rainfall in the season when the highest rainfall is expected — requiring the thermal plants to be activated to meet demand. It is estimated that the cost of this activation of thermoelectric generation plants could be as high as R$ 12 billion, almost four times the same cost in 2012. The increase of this cost could set off debate on passing through these expenses to the consumer. Also, discussion on the vulnerability of Brazil’s electricity generation system to environmental events raises questions about the nature of Brazil’s generation infrastructure.

 


(1)  (Brazilian Geography and Statistics Institute).

 

242



Table of Contents

 

Brazil: Levels of hydroelectric generation reservoirs in the Southeast and Center-West Regions

 

 

Brazilian electricity market: Spot prices, 2013 = R$/MWh

 

Period 

 

1Q13

 

1Q12

 

January 

 

R$

 339.75

 

R$

 124.97

 

February

 

R$

 214.54

 

R$

 50.67

 

March

 

R$

 413.95

 

R$

 23.14

 

 

— Cemig’s shares: performance

 

 

 

 

 

 

 

Close of

 

Close of

 

Change

 

Security

 

Ticker

 

Currency

 

1Q13

 

4Q12

 

in period

 

Cemig PN

 

CMIG4

 

R$

 

23.62

 

22.60

 

4.51

%

Cemig ON

 

CMIG3

 

R$

 

23.43

 

21.90

 

6.99

%

ADR PN

 

CIG

 

U$

 

11.85

 

10.86

 

9.12

%

ADR ON

 

CIG.C

 

U$

 

11.85

 

11.18

 

5.99

%

Cemig ON (Latibex)

 

XCMIG

 

EUR

 

9.07

 

8,295

 

9.34

%

Ibovespa

 

Ibovespa

 

 

56,352

 

60,952

 

-7,55

%

IEEX

 

IEEX

 

 

27,750

 

28,589

 

-2,93

%

 

Sources: Economática, Latibex..

 

Cemig’s preferred shares (CMIG4) traded a total volume of R$ 5.4 billion in 1Q13, with daily average of just under R$ 91 million. This level means CMIG4 continues to be the most liquid stock in the Brazilian electricity sector, and one of the most highly traded in the Brazilian market — a factor of security for investors.

 

243



Table of Contents

 

On the New York stock exchange the ADRs for Cemig’s preferred shares (CIG) traded US$ 34 million per day in 1Q13 — reflecting the investing market’s recognition of Cemig as a global investment option.

 

The São Paulo stock exchange’s Ibovespa — the benchmark index for the Brazilian market — was down 7.55% in 1Q13, at 56,352 points. This reflected growing investor pessimism about the Brazilian economy, especially the equity market — also evidenced by investors’ increasing short positions. However, the expectation of the country’s growth and the change in the government’s stance are in our view supporting a change in this downward trend.

 

Against this background, Cemig’s share prices rose in 1Q13: The common shares were up 6.99% in the quarter and the preferred shares up 4.51%.

 

In the US market, the ADR for Cemig’s preferred shares (CIG) was up 9.12% in the first quarter, and the ADR for Cemig common shares (CIG.C), was up 5.99%.

 

— Cemig in 1Q13: key numbers

 

Item

 

1Q13

 

1Q12

 

Change

 

Electricity sold (excluding CCEE)

 

10,796

 

10,994

 

–1.8

%

Gross revenue

 

4,892

 

4,726

 

3.5

%

Net revenue

 

3,678

 

3,192

 

15.2

%

Ebitda

 

1,591

 

1,240

 

28.3

%

Net income

 

865

 

631

 

37.1

%

 

— Adoption of IFRS

 

The results below are reported under the new Brazilian accounting practices, resulting from the process of harmonization of Brazilian accounting rules with IFRS.

 

244



Table of Contents

 

PROFIT AND LOSS ACCOUNTS

 

FOR THE QUARTERS ENDED MARCH 31, 2013 AND 2012

 

(R$ ‘000, except net income per share)

 

 

 

Consolidated

 

 

 

1Q 2013

 

1Q 2012

 

REVENUE

 

3,677,594

 

3,191,929

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

Electricity bought for resale

 

(972,787

)

(858,361

)

Charges for the use of the national grid

 

(126,225

)

(217,650

)

 

 

(1,099,012

)

(1,076,011

)

COST

 

 

 

 

 

Personnel and managers

 

(213,809

)

(209,767

)

Materials

 

(51,379

)

(8,180

)

Outsourced services

 

(145,545

)

(146,144

)

Depreciation and amortization

 

(187,234

)

(184,447

)

Operational provisions

 

(5,229

)

(41,701

)

Royalties for use of water resources

 

(34,041

)

(48,974

)

Infrastructure construction cost

 

(204,348

)

(224,493

)

Other

 

(19,606

)

(26,394

)

 

 

(861,191

)

(890,100

)

 

 

 

 

 

 

TOTAL COST

 

(1,960,203

)

(1,966,111

)

 

 

 

 

 

 

GROSS PROFIT

 

1,717,391

 

1,225,818

 

 

 

 

 

 

 

OPERATIONAL EXPENSES

 

 

 

 

 

Selling expenses

 

(20,622

)

(20,192

)

General and administrative (expenses) / reversals

 

(346,086

)

(201,875

)

Other operational expenses

 

(129,097

)

(110,160

)

 

 

(495,805

)

(332,227

)

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

166,158

 

149,343

 

 

 

 

 

 

 

Profit before Financial revenue (expenses) and taxes

 

1,387,744

 

1,042,934

 

 

 

 

 

 

 

Financial revenues

 

139,929

 

158,096

 

Financial expenses

 

(303,465

)

(317,284

)

Pretax profit

 

1,224,208

 

883,746

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

(338,390

)

(327,227

)

Deferred income tax and Social Contribution tax

 

(20,471

)

74,869

 

NET INCOME FOR THE PERIOD

 

865,347

 

631,388

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

1.01

 

0.74

 

Basic and diluted profit per common share

 

1.01

 

0.74

 

 

245



Table of Contents

 

— Cemig’s consolidated electricity market

 

The figures we report for Cemig’s market comprise the sales of electricity by Cemig Distribuição (“Cemig D”) and Cemig Geração e Transmissão (“Cemig GT”).

 

This market can be summarized as:

 

·                        sales of electricity to both captive and free consumers, in the concession area of Minas Gerais and outside that state;

 

·                        sales of electricity to other agents of the electricity sector in the Free and Regulated Markets;

 

·                        sales under the Program to Encourage Alternative Electricity Sources (“Proinfa”);

 

·                        and sales on the CCEE (the wholesale market)

 

·                        with elimination of transactions between companies of the Cemig group.

 

The volume of electricity sold to final consumers in Cemig’s concession area in 1Q13 was 1.8% lower than in 1Q12.

 

Comments on the figures for the main consumer categories:

 

Residential:

 

Residential consumption represented 21.4% of the total electricity transacted by Cemig in 1Q13. The 5.8% increase in total residential consumption from 1Q12 is associated with the increase of 3.1% in the number of consumer units — a total increase of 196,865 new consumers connected to electricity supply by Cemig D in 1Q13 — and also to higher environmental temperatures in the quarter than the historic average.

 

246



Table of Contents

 

Industrial:

 

Electricity used by free and captive industrial clients in 1Q13 accounted for 50.9% of Cemig’s total transactions in electricity in the year, and its total volume was 8.6% lower than in 1Q12. This reduction is associated with the weaker activity in the industrial sector in Minas Gerais in the quarter, and also migration of clients to the free market and the alternative-sources market, over the course of 2012.

 

Commercial:

 

The total volume of electricity transacted with this user group accounted for 14.2% of Cemig’s total in 1Q13, and was 6.5% more than the volume transacted in 1Q12. This increase reflects connection of 17,984 consumers to electricity for the first time, and also to the high temperatures in the quarter.

 

Rural:

 

Rural consumption, representing 5.9% of total electricity sold by Cemig, was 12.4% higher than in 1Q13. The increase reflects increased use of immigration systems, due to the low rainfall and high temperatures.

 

Other user categories:

 

The total of other types of consumption in 1Q13 — by public authorities, public illumination, public services, and Cemig’s own consumption — represented 7.6% of Cemig’s total transactions in electricity in the quarter, and was 3.6% higher than in 1Q13.

 

247



Table of Contents

 

 

 

MWh ( * )

 

Consumption by user category

 

1Q 2013

 

1Q 2012

 

 

 

 

 

 

 

Residential

 

2,312,569

 

2,185,865

 

Industrial

 

5,499,782

 

6,015,764

 

Commercial, Services and Others

 

1,528,696

 

1,435,345

 

Rural

 

632,817

 

562,856

 

Public authorities

 

208,265

 

195,328

 

Public illumination

 

309,813

 

309,270

 

Public service

 

304,326

 

289,407

 

Subtotal

 

10,796,268

 

10,993,835

 

Own consumption

 

8,636

 

8,810

 

Supply not yet invoiced, net

 

 

 

 

 

10,804,904

 

11,002,645

 

Wholesale supply to other concession holders ( ** )

 

3,883,530

 

3,306,264

 

Total

 

14,688,434

 

14,308,909

 

 


( * )         The MWh column includes a percentage of the total electricity sold by Light, equivalent to the Company’s stockholding. (Information not audited by external auditors.)

( ** )  Includes Contracts for Sale of Electricity in the Regulated Market (CCEARs), and ‘bilateral contracts’ with other agents.

The total of electricity sold by Cemig in 1Q13 was 2.59% greater than in 1Q12.

 

Breakdown of the Cemig Group’s sales to final consumers:

 

 

248



Table of Contents

 

— The electricity market of Cemig GT

 

The consolidated total of electricity sold by Cemig GT means the total of:

 

·                  Sales to Free Consumers, in the Free Market, in Minas Gerais and other states, and to other generators and traders;

 

·                  sales in the Regulated Market to distributors; and

 

·                  wholesale sales on the CCEE (Electricity Trading Chamber).

 

Cemig GT’s electricity market was 1.3% larger, in aggregate, in 1Q13 than in 1Q12.

 

This mainly reflects a total of electricity sold to other concession holders 13.3% higher than in 1Q12, in spite of the continuing slowdown in industrial activity, which can be noted from the end of 2011 up to 1Q13, causing a decline of 7.5% in electricity sold to free clients.

 

Cemig GT’s supply of electricity breaks down by type of consumer as follows:

 

 

 

MWh (*)

 

 

 

 

 

March 31, 2013

 

March 31, 2012

 

Change

 

Industrial

 

4,336,814

 

4,722,176

 

-8.2

%

Commercial

 

76,854

 

51,025

 

50.6

%

Supply not yet invoiced, net

 

 

 

 

 

 

 

4,413,668

 

4,773,201

 

-7.5

%

Wholesale supply to other concession holders

 

4,004,972

 

3,535,735

 

13.3

%

 

 

8,418,640

 

8,308,936

 

1.3

%

 


( * ) (Information not audited by external auditors.)

 

249



Table of Contents

 

— The electricity market of Cemig D

 

The concession area of Cemig D (Cemig Distribuição S.A.) covers 567,748 km², approximately 97% of the Brazilian State of Minas Gerais. Cemig D has four electricity distribution concessions in Minas Gerais, under four concession contracts — for the Western, Eastern, Northern and Southern areas of the State.

 

Total sales of electricity by Cemig D were 3.4% higher in 1Q13 than 1Q12.  In 1Q13 Cemig D had 3.1% more consumers registered than in 1Q12.

 

7,611,612 consumers were invoiced in March 2013, 3.1% more than in 1Q12. Of this total, 7,611,220 are captive consumers, also representing growth of 3.1%, and 392 were free consumers using Cemig D’s distribution network - an increase of 26.0%.

The following are some comments on the figures for the main consumer categories:

 

Residential:

 

Residential consumption was 35.7% of the total electricity distributed by Cemig D to captive consumers in 1Q13, and was 5.8% higher than in 1Q13. This increase in consumption is directly linked to the increase of 196,865 in the total number of consumers invoiced in 1Q13, compared to 1Q12.

 

Industrial:

 

Electricity used by industrial clients was 15.5% of the total sold to final consumers in the quarter, and was 8.8% less by volume than in 1Q12 — directly reflecting migration of clients to the free market and the alternative-sources market over the course of 2012 and early 2013, and also the slowdown in industrial in Cemig D’s concession area.

 

250



Table of Contents

 

Commercial and Services:

 

This category accounted for 23.4% of the electricity sold in 1Q13, and was 4.9% higher by volume than in 1Q12. The growth is related to new connections to electricity, for the first time, of a total of 17,984 consumers (invoiced in March 2013).

 

Rural:

 

Rural consumption was 12.4% higher by volume in 1Q13 than 1Q12, the main increase coming from substantially more electricity being used in irrigation due to the atypically low rainfall in the quarter (below the historic average), especially from the end of January, and with temperatures above average. This category accounted for 6.4% of the total of electricity sold to final consumers.

 

Other user categories:

 

The total of the other types of consumption in 1Q13 — by public authorities, by public illumination, by public services, and Cemig’s own consumption — was 3.4% higher than in 1Q12, and was 13.3% of the total volume sold by Cemig D.

 

 

 

MWh (*)

 

 

 

 

 

March 31, 2013

 

March 31, 2012

 

Change

 

Residential

 

2,312,569

 

2,185,865

 

5.8

%

Industrial

 

951,943

 

1,044,284

 

-8.8

%

Commercial, Services and Others

 

1,441,254

 

1,373,728

 

4.9

%

Rural

 

632,817

 

562,856

 

12.4

%

Public authorities

 

208,265

 

195,328

 

6.6

%

Public illumination

 

309,813

 

309,271

 

0.1

%

Public service

 

304,326

 

289,407

 

5.1

%

Subtotal

 

6,160,987

 

5,960,739

 

3.3

%

Own consumption

 

8,636

 

8,810

 

-1.9

%

Total

 

6,169,623

 

5,969,549

 

3.3

%

 


(*) The amounts in MWh have not been reviewed by the external auditors.

 

251



Table of Contents

 

— Balance of sources and uses of electricity

 

 

 

MWh

 

 

 

Item

 

1Q13

 

1Q12

 

Change

 

Total energy carried

 

12,346

 

12452

 

-0.9

 

Electricity transported for distributors

 

65

 

55

 

17.9

 

Electricity transported for free clients

 

4,570

 

4,974

 

-8.1

 

Own load

 

7,711

 

7,423

 

3.9

 

Consumption by captive market

 

6,170

 

5,969

 

3.4

 

Losses in distribution network

 

1,541

 

1,454

 

6.0

 

 

— Electricity bought for resale

 

 

 

MWh

 

 

 

Item

 

1Q13

 

1Q12

 

Change

 

Itaipu Binacional

 

2,047

 

2,066

 

-1

%

Bought under Proinfa program (alternative sources)

 

148

 

157

 

-6

%

Nuclear Energy quota (Angra I and II power plants)

 

273

 

 

 

 

Physical guarantee quota contracts

 

1,740

 

 

 

 

‘Bilateral contracts’ prior to Law 10848/2004

 

420

 

404

 

4

%

Auctions in regulated Market

 

2,797

 

4,825

 

-42

%

Spot market (CCEE)

 

274

 

91

 

201

%

TOTAL ELECTRICITY BOUGHT

 

7,699

 

7,543

 

2

%

 

— Consolidated operational revenue

 

Overall revenue from supply of electricity

 

Revenue from total supply of electricity in 1Q13 was R$ 3.5 billion, 4.33% less that the total for 1Q12 of R$ 3.6 billion.

 

The main factors affecting revenue in 1Q13 were:

 

·                      Tariff adjustment in Cemig D, with average impact on consumer tariffs of 3.85% (full effect in 2013).

 

·                      Volume of energy invoiced to final consumers 1.80% lower (this excludes Cemig’s own internal consumption).

 

·                       Average tariff reduction for captive consumers of 18.14%, obeying the Extraordinary Tariff Review put in place by Provisional Measure 579, of

 

252



Table of Contents

 

September 11, 2012. The tariffs were applied from January 24, 2013 to April 7, 2013, the date of completion of the Ordinary Tariff Review process — which is scheduled to take place every 5 years during the concession period.

 

 

 

R$

 

 

 

Revenue from supply of electricity

 

March 31,
2013

 

March 31,
2012

 

Change

 

Residential

 

1,148,808

 

1,349,382

 

-14.86

%

Industrial

 

934,178

 

1,030,836

 

-9.38

%

Commercial, Services and Others

 

596,185

 

619,588

 

-3.78

%

Rural

 

173,715

 

162,168

 

7.12

%

Public authorities

 

80,959

 

82,861

 

-2.30

%

Public illumination

 

77,553

 

83,444

 

-7.06

%

Public service

 

79,704

 

83,535

 

-4.59

%

Subtotal

 

3,091,102

 

3,411,815

 

-9.40

%

Own consumption

 

 

 

 

 

Supply not yet invoiced, net

 

(91,425

)

(173,906

)

-47.43

%

 

 

2,999,677

 

3,237,909

 

-7.36

%

Wholesale supply to other concession holders (*)

 

467,721

 

386,402

 

21.05

%

Total

 

3,467,398

 

3,624,311

 

-4.33

%

 


(*) Includes Contracts for Sale of Electricity in the Regulated Market (CCEARs), and ‘bilateral contracts’ with other agents.

 

Revenue from wholesale electricity sales

 

The 17.46% increase in the volume of electricity sold to other concession holders was accompanied by an increase of 21.05% in the revenue from electricity sold — to R$ 467.7 million in 1Q13, vs. R$ 386.4 million in 1Q12. This primarily reflects the average price of electricity sold being 16.88% higher, at R$ 120.44/MWh in 1Q13, compared to R$ 103.05/MWh in 1Q12.

 

253



Table of Contents

 

Revenue from Use of Distribution Systems (the TUSD charge)

 

Cemig D’s revenue from the TUSD charge (tariff for use of the distribution system) was R$ 339.1 million in 1Q13, 19.67% less than in 1Q12 (R$ 422.2 million). This revenue comes from charges made to Free Consumers on the electricity sold by other agents of the electricity sector.

 

Transmission Concession Revenue and Indemnity Revenue

 

Transmission concession revenue in 1Q13 was R$ 102.1 million, vs. R$ 109.9 million in 1Q12, a reduction of 7.10%.

 

Revenue from transactions in electricity on the CCEE

 

Revenue from transactions in electricity on the Electricity Trading Chamber (CCEE) in 1Q13 was R$ 578,747, an increase of 388.49% relative to its level of R$ 118,477 in 1Q12. This reflects the much higher average spot (PLD) price: R$ 322.75/MWh in 1Q13, vs. R$ 66.26/MWh in 1Q12; and a greater availability of electricity for settlement on the CCEE.

 

Other operational revenues

 

This total includes charged services, sharing of infrastructure, the subsidy for the low-income electricity tariff, and other services provided under the concession. The total in this line was 38.97% higher in 1Q13, at R$ 199 million, than in 1Q12 (R$ 144 million).

 

254



Table of Contents

 

— Sector / regulatory charges deducted from revenue

 

The sector charges, which reduce operational revenue, totaled R$ 1.214 billion in 1Q13, which compares with R$ 1.535 billion in 2012, a reduction of 20.93%. The main variations in these deductions between the two years are:

 

The Fuel Consumption Account — CCC

 

Cemig became exempt from payment of the CCC charge as from February 2013, under an Aneel Homologating Resolution. As a result, the total paid for the CCC in 1Q13 was R$ 25,487, compared to R$ 169,484 in 1Q12. This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared between electricity concession holders, on a basis set by an Aneel Resolution.

 

The Energy Development Account — CDE

 

The deduction from revenue for the CDE charge was R$ 33,436 in 1Q13, compared to R$ 124,718 in 1Q12, a decrease of 73.19%.

 

The other deductions from revenue are taxes, calculated as a percentage of amounts invoiced. Hence their variations are substantially proportional to the changes in revenue.

 

255



Table of Contents

 

Deductions from revenue

 

March 31,
2013

 

March 31,
2012

 

Change
%

 

Taxes on revenue

 

 

 

 

 

 

 

ICMS tax

 

704,558

 

737,185

 

-4.43

%

Cofins tax

 

327,671

 

342,433

 

-4.31

%

PIS and Pasep taxes

 

71,132

 

74,423

 

-4.42

%

ISS and other taxes

 

1,044

 

1,187

 

-12.05

%

 

 

1,104,405

 

1,155,228

 

-4.40

%

Charges to the consumer

 

 

 

 

 

 

 

Global Reversion Reserve — RGR

 

 

55,825

 

 

Energy Efficiency Program — P.E.E.

 

11,832

 

(3,446

)

 

CDE — Energy Development Account

 

33,436

 

124,718

 

-73.19

%

Fuel Consumption Account — CCC

 

25,487

 

169,484

 

-84.96

%

Research and Development — R&D

 

13,524

 

8,295

 

63.04

%

National Scientific and Technological Development Fund — FNDCT

 

5,870

 

8,295

 

-29.23

%

Energy system expansion research — EPE (Mining and Energy Ministry)

 

4,731

 

4,148

 

14.05

%

Emergency Capacity Charge

 

6,068

 

6,401

 

-5.20

%

0.30% additional payment (Law 12111/09)

 

8,230

 

5,916

 

39.11

%

 

 

109,178

 

379,636

 

-71.24

%

 

 

1,213,583

 

1,534,864

 

-20.93

%

 

— Operational costs and expenses

(Excluding Financial revenues (expenses))

 

Operational costs and expenses (excluding Net financial revenue (expenses)) in 1Q13 totaled R$ 2,456,008, 6.86% more than in 1Q12 (R$ 2,298,339).

 

The following paragraphs outline the main variations in expenses:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 1Q13 was R$ 972,787, 13.33% more than in 1Q12 (R$ 858,361). This mainly reflects the following:

 

·                       Higher volume of electricity bought for resale in 2013, and higher cost of acquisition due to the higher price in the electricity market — offset by recovery, by Cemig D, of a total of R$ 715,388 in expenses on energy

 

256



Table of Contents

 

bought for resale, in funds from the Energy Development Account (CDE), comprising:

 

·           R$ 489,491 to reduce the impact of the federal government’s limitation of the tariff adjustment to 3%;

 

·           R$ 225,897 in relief of the company’s financial exposure in the spot market — covering the tariff deficit relating to hydrological risks, the involuntary exposure arising from non-acceptance of extension of concessions, and the ESS System Electricity Security Service Charge.

 

Charges for the use of the national grid

 

Expenses on charges for the use of the transmission grid were R$ 126 million in 1Q12, 42.20% less than in 1Q12 (R$ 218 million).

 

Personnel

 

Personnel expenses in 1Q13 were R$ 444,396, 49.40% more than in 1Q12 (R$ 297,460). This increased expense mainly represents implementation of the Incentive Retirement Program (PID).

 

Post-retirement liabilities

 

Expenses on post-employment obligations in 1Q13 were R$ 42 million, compared to R$ 33 million in 1Q12. This expense represents the updating of the obligation, calculated in accordance with an actuarial opinion prepared by external consultants.

 

257



Table of Contents

 

Depreciation and amortization

 

Depreciation and amortization expense was 2.84% higher in 1Q13, at R$ 203 million, compared to R$ 197 million in 1Q12.

 

Operational provisions

 

The expense on operational provisions in 1Q13 was R$ 40,772, compared to R$ 68,922 in 1Q12, i.e. 40.84% lower. This variation mainly reflects re-assessment, on the basis of the opinion of the Company’s legal advisors, of the probabilities of losses in various legal actions dealing with consumer relations, from ‘possible’ to ‘probable’, resulting in provisions of R$ 24,246, made on March 31, 2012.

 

Outsourced services

 

Expenses on outsourced services in 1Q13 were R$ 189,701, 6.60% lower than in 1Q12 (R$ 203,106). The main changes were in communication, maintenance and conservation of furniture and utensils, and outsourced labor. A breakdown of outsourced services is given in Explanatory Note 23b to the Interim Financial Statements.

 

258



Table of Contents

 

— Financial revenues (expenses)

 

In 1Q13 the company reported net financial expenses of R$ 164 million, compared to net financial expenses of R$ 159 million in 1Q12. The following are the main factors in this result:

 

·                      Revenue from cash investments was 25.52% lower — on less cash invested in 2013.

 

·                      Lower expense on costs of loans and financings: R$ 176,265 in 1Q13, compared to R$ 216,672 in 1Q12. The lower figure basically reflects the lower variation represented by the CDI rate over 1Q13 than over 1Q12. In 1Q13 the total CDI rate over the quarter was 1.64%, compared to 2.45% in 1Q12.

 

·                      Expense on monetary updating of loans and financing 112.49% higher, at R$ 65,314, in 1Q13 than in 1Q12 (R$ 30,738). This arises from the lower variation of the IPCA and IGP-M inflation indices in 1Q13 than in 1Q12.

 

·                      Nil revenue relating to the FIDC (Receivables Investment Fund), since the fund was settled in full by the Minas Gerais state government in 2012. In 1Q12 revenue of R$ 20,327 was recognized from this source.

 

·                      Recognition of revenue of R$ 43,547 from monetary updating on the CRC account, from updating of the outstanding balance existing on December 31, 2012, after the early settlement of the CRC account. The remaining balance was settled on February 27 and 28, 2013. There is more information in Explanatory Note 10 to the Interim Financial Statements.

 

259



Table of Contents

 

Net financial revenue (expenses)

 

 

 

Consolidated

 

 

 

 

 

March 31,
2013

 

March 31,
2012

 

Change

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Interest income from cash investments

 

34,587

 

46,438

 

-25.52

%

Late charges on overdue electricity bills

 

38,097

 

32,476

 

17.31

%

Foreign exchange variations

 

10,012

 

12,808

 

-21.83

%

Gains on financial instruments

 

 

6,080

 

 

 

Adjustment to present value

 

 

63

 

 

 

Monetary Updating on Court escrow deposit (Note 11)

 

2,839

 

11,671

 

-75.67

%

Monetary updating of CRC Account (Note 12)

 

43,547

 

43,559

 

-0.03

%

Other

 

10,847

 

5,001

 

116.90

%

 

 

139,929

 

158,096

 

-11.49

%

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Costs of loans and financings

 

(176,265

)

(216,672

)

-18.65

%

Foreign exchange variations

 

(1,096

)

(6,131

)

-82.12

%

Monetary updating — loans and financings

 

(65,314

)

(30,738

)

112.49

%

Monetary updating - paid concessions

 

(3,774

)

(1,298

)

190.76

%

Losses on financial instruments

 

(110

)

 

 

 

Adjustment to present value

 

(1,430

)

 

 

 

Charges and monetary updating on Post-retirement liabilities

 

(30,408

)

(25,144

)

20.94

%

Other

 

(25,068

)

(37,301

)

-32.80

%

 

 

(303,465

)

(317,284

)

-4.36

%

NET FINANCIAL REVENUE (EXPENSES)

 

(163,536

)

(159,188

)

2.73

%

 

— Income tax and the Social Contribution tax

 

In 1Q13, Cemig posted expenses on income tax and the Social Contribution tax of R$ 358,861, equal to 29.31% of the pre-tax profit of R$ 1,224,208. In 1Q12, Cemig’s expenses on income tax and the Social Contribution tax were R$ 252,358, equal to 28.56% of the pre-tax profit of R$ 883,746.

 

260



Table of Contents

 

— Ebitda

 

Cemig’s consolidated Ebitda in 1Q13 was18.25% higher than in 1Q12:

 

Ebitda – R$ million 

 

March 31,
2013

 

March 31,
2012

 

Change %

 

Net income for the period

 

865,347

 

631,388

 

37.05

 

+ Provision for income tax and Social Contribution tax

 

358,861

 

252,358

 

42.20

 

+ Financial revenue (expenses)

 

163,536

 

159,188

 

2.73

 

+ Amortization and depreciation

 

202,985

 

197,380

 

2.84

 

= EBITDA

 

1,590,729

 

1,240,314

 

28.25

 

 

 

The higher Ebitda in 1Q13 than 1Q12 mainly reflects net revenue 15.22% higher, partially offset by operational costs and expenses (excluding the effects of depreciation and amortization) 7.24% higher. In line with the higher Ebitda, Ebitda margin in 1Q13 was 43.26%, compared to 38.86% in 1Q12.

 

261



Table of Contents

 

—  Light: Highlights of 1Q13

 

·                  Total consumption 3.7% higher than in 1Q12, on consumption 3.2% higher by residential consumers, and 7.8% higher by commercial consumers.

 

·                  Non-technical losses in the low voltage market in the last 12 months totaling 44.9% — a reduction of 0.5 percentage points in relation to the same statistic at the end of 2012.

 

·                  Total capex of R$ 162.7 million, of which R$ 127.0 million was invested in the distribution business.

 

·                  Net revenue (excluding construction revenue) up 6.9% YoY, at R$ 1.883 billion.

 

·                  Consolidated Ebitda in 1Q13 of R$ 355.1 million, 18.1% lower than in 1Q12, due to higher spending on purchase of electricity by the distribution company.

 

·                  Net income of R$ 78.6 million in 1Q13, 43.8% lower than in 1Q12. Net income adjusted for regulatory assets (CVA) was R$ 145.4 million, 4.8% higher than in 1Q12.

 

·                  Net debt at the end of the year was R$ 4.031 billion, with a multiple of 2.73x for the purposes of covenants.

 

For more information please see this link:

 

http://ri.light.com.br/enu/3463/Press_Release_1T13__ingles.pdf

 

262



Table of Contents

 

— Taesa — Highlights of 1Q13

 

·                  In 1Q13, Net Income IFRS totaled R$ 171.1 MM, 78.6% YoY

 

·                  1Q13 EBITDA IFRS amounted to R$193.7 MM with an EBITDA margin of 73.6%.

 

·                  Regulatory EBITDA (non-IFRS) reached R$291.7 MM, R$ 86.7MM YoY, with an EBITDA margin of 88.4%.

 

·                  1Q13 Net Revenues IFRS reached R$ 263.3 MM, 47.9% above the 1Q12.

 

·                  1Q13 Regulatory Net Revenues (Non-IFRS) reached R$ 330.0 MM, up 42.7% QoQ

 

·                  1Q13 total cash* amounted to R$2,591 MM

 

·                  2012 Dividends totaled R$ 519 MM, Payout of 88%. In December, R$ 160 MM were paid as interim dividends, outstanding R$ 359 MM to be paid until June 31, 2013.

 

For information please see:

 

http://www.mzweb.com.br/taesa2013/web/download_arquivos.asp?id_arquivo=140F3007-721B-49EA-B5C5-47E9E4C9918A

 

263



Table of Contents

 

— FINANCIAL STATEMENTS SEPARATED BY COMPANY

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY — MARCH 31, 2013

 

ITEM

 

HOLDING

 

CEMIG GT

 

CEMIG D

 

CEMIG TELECOM

 

SÁ CARVALHO

 

ROSAL

 

Others

 

ELIMINATIONS/
TRANSFERS

 

TOTAL

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

14,494,349

 

12,001,588

 

13,018,599

 

328,109

 

179,169

 

150,204

 

511,983

 

(9,871,253

)

30,812,748

 

Securities

 

499,752

 

438,337

 

905,475

 

45,854

 

4,320

 

3,260

 

144,354

 

 

2,041,352

 

Accounts receivable

 

116,894

 

330,057

 

119,499

 

3,995

 

16,433

 

11,521

 

99,911

 

 

698,310

 

Taxes

 

 

966,624

 

1,620,202

 

 

6,260

 

4,905

 

25,935

 

(26,484

)

2,597,442

 

Other assets

 

471,430

 

107,669

 

1,452,199

 

33,081

 

507

 

67

 

3,189

 

 

2,068,142

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

799,597

 

336,189

 

2,309,684

 

24,772

 

4,036

 

400

 

29,311

 

(636,594

)

2,867,395

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers and supplies

 

11,255

 

213,498

 

1,059,061

 

10,170

 

2,083

 

1,306

 

8,535

 

(39,927

)

1,265,981

 

Loans, financings and debentures

 

19,959

 

4,081,223

 

5,682,223

 

38,082

 

 

 

7,423

 

 

9,828,910

 

Interest on Equity, and dividends

 

1,546,932

 

399,476

 

119,947

 

 

7,467

 

4,405

 

27,480

 

(558,775

)

1,546,932

 

Post-retirement liabilities

 

210,133

 

603,395

 

1,841,662

 

 

 

 

 

 

2,655,190

 

Taxes

 

20,734

 

423,826

 

916,972

 

10,755

 

36,490

 

1,124

 

16,704

 

 

1,426,605

 

Other liabilities

 

270,868

 

477,372

 

950,877

 

20,866

 

2,861

 

2,134

 

14,065

 

(64,381

)

1,674,662

 

Stockholders’ equity

 

12,414,468

 

5,802,798

 

2,447,857

 

248,236

 

130,268

 

141,235

 

437,776

 

(9,208,170

)

12,414,468

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

80

 

1,386,471

 

2,257,862

 

27,668

 

14,872

 

11,689

 

65,363

 

(86,411

)

3,677,594

 

Operational costs and expenses

 

(49,778

)

(641,007

)

(1,784,306

)

(20,273

)

(4,179

)

(3,797

)

(15,749

)

63,081

 

(2,456,008

)

Electricity bought for resale

 

 

(229,780

)

(783,001

)

 

(1,198

)

(680

)

(3,526

)

45,398

 

(972,787

)

Charges for the use of the national grid

 

 

(62,830

)

(86,641

)

 

 

(404

)

(832

)

24,482

 

(126,225

)

Personnel

 

(17,840

)

(109,085

)

(310,857

)

(3,083

)

(272

)

(321

)

(1,908

)

 

(443,366

)

Employee profit shares

 

(4,572

)

(13,434

)

(37,597

)

(345

)

(2

)

(51

)

 

 

(56,001

)

Post-retirement liabilities

 

(2,762

)

(9,485

)

(29,710

)

 

 

 

 

 

(41,957

)

Materials

 

(30

)

(45,009

)

(10,633

)

(47

)

(51

)

(59

)

(113

)

 

(55,942

)

Outsourced services

 

(1,184

)

(24,742

)

(157,627

)

(4,947

)

(566

)

(671

)

(4,794

)

4,830

 

(189,701

)

Royalties for use of water resources

 

(94

)

(73,371

)

(107,602

)

(7,482

)

(1,386

)

(1,090

)

(3,124

)

(8,836

)

(202,985

)

Depreciation and amortization

 

 

(32,465

)

 

 

(554

)

(376

)

(646

)

 

(34,041

)

Operational provisions (reversals)

 

(14,921

)

(5,428

)

(21,481

)

 

7

 

(7

)

28

 

 

(41,802

)

Infrastructure construction cost

 

 

(17,639

)

(186,709

)

 

 

 

 

 

(204,348

)

Other expenses, net

 

(8,375

)

(17,739

)

(52,448

)

(4,369

)

(157

)

(138

)

(834

)

(2,793

)

(86,853

)

Equity gain (loss) in subsidiaries

 

69,016

 

78,078

 

 

(4,266

)

 

 

 

23,330

 

166,158

 

Financial revenues

 

53,138

 

17,746

 

63,300

 

1,001

 

444

 

209

 

4,091

 

 

139,929

 

Financial expenses

 

(23,142

)

(130,996

)

(147,416

)

(892

)

(198

)

(23

)

(798

)

 

(303,465

)

Pretax profit

 

49,314

 

710,292

 

389,440

 

3,238

 

10,939

 

8,078

 

52,907

 

 

1,224,208

 

Income tax and Social Contribution tax

 

(1,896

)

(232,641

)

(76,286

)

(1,984

)

(3,981

)

(424

)

(21,178

)

 

(338,390

)

Deferred income tax and Social Contribution tax

 

10,009

 

19,099

 

(59,076

)

(499

)

268

 

(18

)

9,746

 

 

(20,471

)

NET INCOME FOR THE PERIOD

 

57,427

 

496,750

 

254,078

 

755

 

7,226

 

7,636

 

41,475

 

 

865,347

 

 

264



Table of Contents

 

— INFORMATION BY OPERATIONAL SEGMENT

 

FINANCIAL STATEMENTS SEPARATED BY ACTIVITY — MARCH 31, 2013

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

TELECOMS

 

GAS

 

OTHERS

 

ELIMINATIONS

 

Total

 

ASSETS

 

9,198,410

 

5,015,128

 

14,566,895

 

328,109

 

527,220

 

1,227,433

 

 

30,863,195

 

INVESTMENTS

 

56,431

 

17,796

 

187,138

 

15,473

 

 

 

 

276,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

1,412,238

 

42,349

 

2,257,862

 

27,668

 

 

13,222

 

(75,745

)

3,677,594

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(235,185

)

 

(783,000

)

 

 

 

45,398

 

(972,787

)

Charges for the use of the national grid

 

(64,028

)

(38

)

(86,641

)

 

 

 

24,482

 

(126,225

)

Total operational costs, Electricity and Gas

 

(299,213

)

(38

)

(869,641

)

 

 

 

69,880

 

(1,099,012

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(71,838

)

(37,840

)

(310,857

)

(2,023

)

 

(22,898

)

1,060

 

(444,396

)

Employees’ and managers’ profit shares

 

(9,080

)

(4,406

)

(37,597

)

(345

)

 

(4,573

)

 

(56,001

)

Post-retirement obligations

 

(6,374

)

(3,111

)

(29,710

)

 

 

 

(2,762

)

 

(41,957

)

Materials

 

(44,510

)

(641

)

(10,633

)

(48

)

 

(110

)

 

(55,942

)

Outsourced services

 

(23,427

)

(5,875

)

(157,627

)

(2,968

)

 

(2,656

)

2,852

 

(189,701

)

Depreciation and amortization

 

(80,111

)

 

(107,602

)

(7,482

)

 

(7,790

)

 

(202,985

)

Operational provisions

 

(3,619

)

(1,780

)

(21,481

)

 

 

(13,892

)

 

(40,772

)

Royalties for use of water resources

 

(34,041

)

 

 

 

 

 

 

(34,041

)

Construction cost

 

 

 

(17,639

)

(186,709

)

 

 

 

 

(204,348

)

Other

 

(13,274

)

(5,082

)

(52,449

)

(2,300

)

 

(15,701

)

1,953

 

(86,853

)

Total cost of operation

 

(286,274

)

(76,374

)

(914,665

)

(15,166

)

 

(70,382

)

5,865

 

(1,356,996

)

TOTAL COST

 

(585,487

)

(76,412

)

(1,784,306

)

(15,166

)

 

(70,382

)

75,745

 

(2,456,008

)

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

 

826,751

 

(34,063

)

473,556

 

12,502

 

 

(57,160

)

 

1,221,586

 

Equity gain (loss) in subsidiaries

 

306

 

146,625

 

3,834

 

 

19,859

 

(4,466

)

 

166,158

 

Financial revenue

 

17,207

 

5,067

 

63,300

 

1,001

 

 

53,354

 

 

139,929

 

Financial expenses

 

(70,509

)

(62,167

)

(147,416

)

(892

)

 

(22,481

)

 

(303,465

)

PRETAX PROFIT

 

773,755

 

55,462

 

393,274

 

12,611

 

19,859

 

(30,753

)

 

1,224,208

 

Income tax and Social Contribution tax

 

(247,368

)

29,156

 

(124,552

)

(4,033

)

 

8,407

 

 

(338,390

)

Deferred income tax and Social Contribution tax

 

(14,965

)

1,764

 

(7,535

)

(244

)

 

509

 

 

(20,471

)

NET INCOME FOR THE PERIOD

 

511,423

 

86,382

 

261,187

 

8,334

 

19,859

 

(21,837

)

 

865,347

 

 

265



Table of Contents

 

Transmission: Permitted Annual Revenue — RAP

 

Values of RAP (Permitted Annual Revenue)

Specified by Aneel Homologating Resolution No 1313*

 

 

 

 

 

 

 

In Cemig

 

 

 

 

 

 

 

Cemig %

 

Consolidated

 

 

 

Company

 

RAP

 

interest

 

result

 

Cemig GT

 

Taesa

 

 

 

43,0

%

 

 

638.566.429

 

ETEO

 

130.695.987

 

100,0

%

56.199.275

 

 

 

ETAU

 

32.230.169

 

52,6

%

7.287.048

 

 

 

Novatrans

 

386.271.534

 

100,0

%

166.096.760

 

 

 

TSN

 

361.361.807

 

100,0

%

155.385.577

 

 

 

Gtesa

 

6.610.066

 

100,0

%

2.842.328

 

 

 

Patesa

 

15.875.326

 

100,0

%

6.826.390

 

 

 

Munirah

 

27.116.003

 

100,0

%

11.659.881

 

 

 

Brasnorte

 

21.983.585

 

38,7

%

3.655.453

 

 

 

Abengoa

 

 

 

 

 

 

 

 

 

NTE

 

113.773.931

 

100,0

%

48.922.790

 

 

 

STE

 

60.710.249

 

100,0

%

26.105.407

 

 

 

ATEI

 

110.733.507

 

100,0

%

47.615.408

 

 

 

ATEII

 

168.557.454

 

100,0

%

72.479.705

 

 

 

ATEIII

 

77.884.667

 

100,0

%

33.490.407

 

 

 

Cemig GT

 

148.535.678

 

100,0

%

148.535.678

 

148.535.678

 

Cemig Itajubá

 

30.478.914

 

100,0

%

30.478.914

 

30.478.914

 

Centroeste

 

12.931.500

 

51,0

%

6.595.065

 

 

 

Transirapé

 

16.767.372

 

24,5

%

4.108.006

 

 

 

Transleste

 

30.326.381

 

25,0

%

7.581.595

 

 

 

Transudeste

 

18.796.578

 

24,0

%

4.511.179

 

 

 

TBE

 

 

 

 

 

 

 

 

 

EATE

 

319.747.817

 

50,0

%

159.809.959

 

 

 

STC

 

30.054.382

 

40,0

%

12.018.747

 

 

 

Lumitrans

 

19.783.390

 

40,0

%

7.911.378

 

 

 

ENTE

 

167.314.049

 

50,0

%

83.640.293

 

 

 

ERTE

 

29.567.524

 

50,0

%

14.780.805

 

 

 

ETEP

 

72.846.843

 

50,0

%

36.408.852

 

 

 

ECTE

 

70.610.434

 

19,1

%

13.479.532

 

 

 

EBTE (Stakes of Cemig GT + EATE)

 

33.500.428

 

74,5

%

24.954.469

 

 

 

ESDE

 

10.098.940

 

50,0

%

5.046.440

 

4.948.480

 

Light

 

6.645.644

 

32,6

%

2.165.151

 

 

 

Transchile**

 

17.138.480

 

49,0

%

8.397.855

 

 

 

RAP: CEMIG TOTALS

 

 

 

 

 

1.208.990.347

 

822.529.501

 

 


*   Permitted Annual Revenue in effect from July 1, 2012 to June 30, 2013.

**Transmission revenue of Chile-based Transchile is set in US$, and adjusted annually by Chilean government Decree 163 (http://www.cne.cl/images/stories/normativas/otros%20niveles/electricidad/DOC65_-_decreto163obrasurgentes.pdf).

For the year 2012 (January through December) its budgeted transmission revenue was in the order of US$ 8,314,000.

For the year 2013 the figure currently expected is US$ 8,462,000.00.

For conversion into Reais in this table, the exchange rate of November 13, 2012 was used: R$ 2.0614/US$.

 

266



Table of Contents

 

Appendices

 

Tables: Cemig D (R$ ’000)

 

 

 

CEMIG D Market
(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD ENERGY(1)

 

T.E.D(2)

 

TUSD PICK(3)

 

1Q11

 

5,613

 

4,385

 

9,998

 

23

 

2Q11

 

5,710

 

4,914

 

10,624

 

24

 

3Q11

 

5,841

 

5,047

 

10,888

 

25

 

4Q11

 

5,938

 

4,927

 

10,865

 

25

 

1Q12

 

6,034

 

4,797

 

10,831

 

25

 

2Q12

 

5,969

 

5,127

 

11,096

 

26

 

3Q12

 

6,166

 

5,274

 

11,441

 

24

 

4Q12

 

6,093

 

5,149

 

11,242

 

26

 

1ºQ13

 

6,170

 

4,586

 

10,756

 

28

 

 


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

(2) Total electricity distributed

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

 

Operating Revenues

 

1Q13

 

1Q12

 

Change%

 

Sales to end consumers

 

2,388

 

2,580

 

(7

)

TUSD

 

362

 

459

 

(21

)

Energy Transactions in the CCEE

 

117

 

 

 

Construction revenue

 

187

 

201

 

(7

)

Subtotal

 

3,054

 

3,240

 

(6

)

Others

 

143

 

82

 

74

 

Subtotal

 

3,197

 

3,322

 

(4

)

Deductions

 

(939

)

(1,206

)

(22

)

Net Revenues

 

2,258

 

2,116

 

7

 

 

Operating Expenses

 

1Q13

 

1Q12

 

Change%

 

Purchased Energy

 

783

 

789

 

(1

)

Personnel/Administrators/Councillors

 

311

 

205

 

52

 

Depreciation and Amortization

 

108

 

86

 

26

 

Charges for Use of Basic Transmission Network

 

87

 

199

 

(56

)

Contracted Services

 

158

 

163

 

(3

)

Forluz — Post-Retirement Employee Benefits

 

30

 

23

 

30

 

Materials

 

11

 

10

 

10

 

Operating Provisions

 

21

 

58

 

(64

)

Cost from Operation

 

187

 

201

 

(7

)

Other Expenses

 

50

 

52

 

(4

)

Employee Participation

 

38

 

37

 

3

 

Total

 

1,784

 

1,823

 

(2

)

 

Statement of Results

 

1Q13

 

1Q12

 

Change%

 

Net Revenue

 

2,258

 

2,116

 

7

 

Operating Expenses

 

1,784

 

1,823

 

(2

)

EBIT

 

474

 

293

 

62

 

EBITDA

 

581

 

378

 

54

 

Financial Result

 

(85

)

(59

)

45

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(135

)

(81

)

67

 

Net Income

 

254

 

153

 

65

 

 

267



Table of Contents

 

Tables: Cemig GT (R$ ’000)

 

Operating Revenues

 

1Q13

 

1Q12

 

Change%

 

Sales to end consumers

 

1,048

 

1,021

 

3

 

Supply

 

453

 

114

 

298

 

Revenues from Trans. Network + Transactions in the CCEE

 

114

 

202

 

(43

)

Construction revenue

 

18

 

24

 

(25

)

Others

 

5

 

8

 

(37

)

Subtotal

 

1,638

 

1,368

 

20

 

Deductions

 

(252

)

(306

)

(18

)

Net Revenues

 

1,386

 

1,063

 

30

 

 

Operating Expenses

 

1Q13

 

1Q12

 

Change%

 

Personnel/Administrators/Councillors

 

109

 

74

 

47

 

Employee Participation

 

13

 

13

 

3

 

Depreciation and Amortization

 

73

 

83

 

(12

)

Charges for Use of Basic Transmission Network

 

63

 

66

 

(5

)

Contracted Services

 

25

 

27

 

(8

)

Forluz — Post-Retirement Employee Benefits

 

9

 

7

 

27

 

Materials

 

2

 

2

 

(16

)

Raw Materials and Supplies Energy Production

 

43

 

 

 

Royalties

 

32

 

47

 

(31

)

Operating Reserves

 

5

 

4

 

49

 

Other Expenses

 

18

 

15

 

15

 

Purchased Energy

 

230

 

111

 

106

 

Construction Cost

 

18

 

24

 

(25

)

Total

 

641

 

475

 

35

 

 

Statement of Results

 

1Q13

 

1Q12

 

Change%

 

Net Revenue

 

1,386

 

1,063

 

30

 

Operating Expenses

 

641

 

475

 

35

 

EBIT

 

745

 

588

 

27

 

Equity equivalence results

 

78

 

43

 

81

 

EBITDA

 

897

 

714

 

26

 

Financial Result

 

(113

)

(117

)

(4

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(214

)

(159

)

35

 

Net Income

 

497

 

355

 

40

 

 

268



Table of Contents

 

Tables: Cemig, Consolidated (R$ million)

 

Energy Sales (Consolidated)

 

1Q13

 

1Q12

 

Change%

 

Residential

 

2,313

 

2,186

 

6

 

Industrial

 

5,500

 

6,016

 

(9

)

Commercial

 

1,529

 

1,435

 

7

 

Rural

 

633

 

563

 

12

 

Others

 

822

 

793

 

4

 

Subtotal

 

10,797

 

10,993

 

(2

)

Own Consumption

 

8

 

9

 

(11

)

Supply

 

3,884

 

3,306

 

17

 

TOTAL

 

14,689

 

14,308

 

3

 

 

Energy Sales

 

1Q13

 

1Q12

 

Δ%

 

Residential

 

1,149

 

1,349

 

(15

)

Industrial

 

934

 

1,031

 

(9

)

Commercial

 

596

 

620

 

(4

)

Rural

 

174

 

162

 

7

 

Others

 

239

 

251

 

(5

)

Electricity sold to final consumers

 

3,092

 

3,413

 

(9

)

Unbilled Supply, Net

 

(91

)

(174

)

(48

)

Supply

 

467

 

386

 

21

 

TOTAL

 

3,468

 

3,625

 

(4

)

 

Sales per Company

 

Cemig Distribution

 

 

1Q13 Sales

 

GWh

 

Industrial

 

952

 

Residencial

 

2.313

 

Rural

 

632

 

Commercial

 

1.441

 

Others

 

831

 

Total

 

6.169

 

 

Cemig GT

 

 

1Q13 Sales

 

GWh

 

Free Consumers

 

4.413

 

Wholesale supply

 

4.005

 

Wholesale supply others

 

2.924

 

Wholesale supply Cemig Group

 

190

 

Wholesale supply bilateral contracts

 

891

 

Total

 

8.418

 

 

Independent Generation

 

 

1Q13 Sales

 

GWh

 

Horizontes

 

21

 

Ipatinga

 

46

 

Sá Carvalho

 

116

 

Barreiro

 

16

 

Cemig PCH

 

22

 

Rosal

 

69

 

Capim Branco

 

133

 

Cachoeirão

 

26

 

Parque Eólico

 

43

 

Pipoca

 

16

 

Baguari

 

59

 

 

Subsidiaries

 

 

1Q13 Sales

 

GWh

 

Free Consumers

 

221

 

Wholesale sales

 

202

 

Free contracts (Trader/Generator)

 

1

 

‘Bilateral contracts’ (Distributor)

 

68

 

‘Bilateral contracts’ (Cemig D)

 

133

 

TOTAL

 

423

 

 

269



Table of Contents

 

Operating Revenues

 

1Q13

 

1Q12

 

Change%

 

Sales to end consumers

 

3,092

 

3,413

 

(9.41

)

TUSD

 

339

 

422

 

(19.67

)

Supply + Transactions in the CCEE

 

1,045

 

504

 

107.34

 

Revenues from Trans. Network

 

102

 

194

 

(47.42

)

Construction revenue

 

204

 

225

 

(9.33

)

Others

 

110

 

(31

)

(454.84

)

Subtotal

 

4,892

 

4,727

 

3.49

 

Deductions

 

(1,214

)

(1,535

)

(20.91

)

Net Revenues

 

3,678

 

3,192

 

15.23

 

 

Operating Expenses

 

1Q13

 

1Q12

 

Change%

 

Personnel/Administrators/Councillors

 

444

 

297

 

49

 

Employee Participation

 

56

 

54

 

4

 

Forluz — Post-Retirement Employee Benefits

 

42

 

34

 

24

 

Materials

 

56

 

12

 

13

 

Contracted Services

 

190

 

203

 

(6

)

Purchased Energy

 

973

 

858

 

13

 

Depreciation and Amortization

 

203

 

197

 

3

 

Royalties

 

34

 

49

 

(31

)

Operating Provisions

 

41

 

69

 

(41

)

Charges for Use of Basic Transmission Network

 

126

 

218

 

(42

)

Cost from Operation

 

204

 

225

 

(9

)

Other Expenses

 

87

 

82

 

6

 

TOTAL

 

2,456

 

2,298

 

7

 

 

Financial Result Breakdown

 

1Q13

 

1Q12

 

Change%

 

Financial revenues

 

140

 

158

 

(11

)

Revenue from cash investments

 

34

 

46

 

(26

)

Arrears penalty payments on electricity bills

 

38

 

32

 

19

 

Exchange rate

 

10

 

13

 

(23

)

Monetary updating

 

47

 

56

 

(16

)

Other

 

11

 

11

 

 

Financial expenses

 

(303

)

(317

)

(4

)

Costs of loans and financings

 

(176

)

(217

)

(19

)

Exchange rate

 

(1

)

(6

)

(83

)

Monetary updating — loans and financings

 

(65

)

(31

)

110

 

Monetary updating — paid concessions

 

(4

)

(1

)

300

 

Charges and monetary updating on Post-employment obligations

 

(30

)

(25

)

20

 

Other

 

(27

)

(37

)

(27

)

Financial revenue (expenses)

 

(163

)

(159

)

3

 

 

Statement of Results

 

1Q12

 

1Q12

 

Change%

 

Net Revenue

 

3,678

 

3,192

 

15

 

Operating Expenses

 

2,456

 

2,298

 

7

 

EBIT

 

1,222

 

894

 

37

 

EBITDA

 

1,590

 

1,241

 

28

 

Financial Result

 

(163

)

(159

)

3

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(360

)

(253

)

42

 

Net Income

 

865

 

631

 

37

 

 

270



Table of Contents

 

Cash Flow Statement

 

1Q13

 

1Q12

 

Change%

 

Cash at beginning of period

 

1,919

 

2,103

 

(9

)

Cash generated by operations

 

374

 

420

 

(11

)

Net profit

 

865

 

631

 

37

 

Depreciation and amortization

 

203

 

197

 

3

 

Passthrough from CDE

 

(715

)

 

 

Other adjustments

 

21

 

(408

)

(105

)

Financing activities

 

(2,499

)

(315

)

693

 

Financings obtained and capital increase

 

2,370

 

2,396

 

(1

)

Interest on Equity, and dividends

 

(1,932

)

(9

)

 

Payments of loans and financings

 

(2,937

)

(2,702

)

9

 

Investment activity

 

2,247

 

(646

)

(448

)

Securities - Financial Investment

 

2,466

 

96

 

2,469

 

Fixed and Intangible assets

 

(219

)

(742

)

(70

)

Cash at end of period

 

2,041

 

1,562

 

31

 

 

BALANCE SHEETS (CONSOLIDATED) - ASSETS

 

 

1Q13

 

1Q12

 

CURRENT

 

6,991

 

8,804

 

Cash and cash equivalents

 

2,041

 

1,919

 

Securities

 

625

 

657

 

Consumers and traders

 

2,053

 

1,858

 

Concession holders — Transport of electricity

 

277

 

347

 

Financial assets of the concession

 

2

 

288

 

Tax offsetable

 

185

 

217

 

Income tax and Social Contribution tax recoverable

 

183

 

229

 

Traders — Transactions in “Free Energy”

 

43

 

21

 

Dividends receivable

 

118

 

113

 

Linked funds

 

98

 

132

 

Inventories

 

39

 

41

 

Provision for gains on financial instruments

 

20

 

20

 

Passthrough from CDE (Energy Development Account)

 

715

 

 

Accounts receivable from Minas Gerais state government

 

 

2,422

 

Other credits

 

591

 

538

 

NON-CURRENT

 

23,822

 

23,766

 

Securities

 

73

 

99

 

Receivables Investment Fund

 

 

 

Deferred income tax and Social Contribution tax

 

1,254

 

1,304

 

Tax offsetable

 

387

 

392

 

Income tax and Social Contribution tax recoverable

 

60

 

28

 

Escrow deposits in legal actions

 

1,191

 

1,301

 

Consumers and traders

 

215

 

221

 

Concession holders — Transport of electricity

 

10

 

10

 

Other credits

 

88

 

98

 

Financial assets of the concession

 

5,591

 

5,475

 

Investments

 

7,086

 

6,855

 

PP&E

 

6,036

 

6,109

 

Intangible assets

 

1,831

 

1,874

 

TOTAL ASSETS

 

30,813

 

32,570

 

 

271



Table of Contents

 

BALANCE SHEETS

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

1Q13

 

2012

 

CURRENT

 

10,569

 

12,798

 

Suppliers

 

1,261

 

1,306

 

Regulatory charges

 

195

 

317

 

Profit shares

 

139

 

84

 

Taxes

 

411

 

515

 

Income tax and Social Contribution tax

 

16

 

32

 

Interest on Equity, and dividends, payable

 

1,547

 

3,479

 

Loans and financings

 

2,699

 

4,902

 

Debentures

 

3,629

 

1,565

 

Payroll and related charges

 

344

 

227

 

Post-retirement liabilities

 

53

 

51

 

Debt to related parties -

 

 

 

Concessions payable

 

17

 

16

 

Other obligations

 

258

 

305

 

NON-CURRENT

 

7,829

 

8,222

 

Suppliers

 

171

 

169

 

Regulatory charges

 

1,568

 

1,609

 

Loans and financings

 

1,933

 

2,341

 

Debentures

 

711

 

686

 

Taxes

 

288

 

307

 

Income tax and Social Contribution tax

 

294

 

275

 

Provisions

 

173

 

171

 

Concessions payable

 

2,603

 

2,575

 

Post-retirement liabilities

 

84

 

84

 

Other obligations

 

12,414

 

11,550

 

STOCKHOLDERS’ EQUITY

 

4,265

 

4,265

 

Share capital

 

3,954

 

3,954

 

Capital reserves

 

2,856

 

2,856

 

Profit reserves

 

447

 

475

 

Adjustments to Stockholders’ equity

 

893

 

 

Retained earnings

 

893

 

 

TOTAL LIABILITIES

 

30,813

 

32,570

 

 

272



Table of Contents

 

7. Summary of Decisions of the 567th Meeting of the Board of Directors held on May 16, 2013

 

273



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of May 16, 2013

 

SUMMARY OF PRINCIPAL DECISIONS

 

The Board of Directors of Cemig (Companhia Energética de Minas Gerais), at its 567th meeting, held on May 16, 2013, decided on the following matters:

 

1.   Limits of financial covenants in the by-laws.

 

2.   Registration for guarantee insurance in the Public Procurement Prices Registration System (Sistema de Registro de Preços — SRP).

 

3.   Budget Proposal / 2013.

 

4.   Signature of a corporate surety guarantee.

 

5.   Training and/or transfer of technical knowledge by UniverCemig.

 

6.   Araguari Project.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

274



Table of Contents

 

8. Market Announcement: Presentation of First Quarter 2013 Results

 

275



CEMIG: Our strategy prevails

 


Some statements or estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties both known and unknown. There is no guarantee that the events or results referred to in these expectations will in fact take place. These expectations are based on present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, and market conditions in the electricity sector, and on expected future results, many of which are not under Cemig’s control. Important factors that can lead to significant differences between actual results and the projections about future events or results include: Cemig’s business strategy; Brazilian and international economic conditions; technology; Cemig’s financial strategy; changes in the electricity sector; hydrological conditions; conditions in the financial or energy markets; uncertainty on our results from future operations, plans, or objectives; and other factors. Because of these and other factors, the actual results of Cemig may differ significantly from those indicated or implicit in such statements. The information and opinions contained herein should not be understood as a recommendation to potential investors and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or their representatives shall have any liability for any losses that may result from the use of the content of this presentation. To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could give rise to different results from those estimated by Cemig, please consult the Risk Factors section included in the Reference Form (Formulário de Refêrencia) filed with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM), and the 20-F Form filed with the U.S. Securities and Exchange Commission (SEC). Financial amounts are in R$ million, unless otherwise indicated. Financial data reflect the adoption of IFRS.

 


1Q13 Results Net revenue Ebitda Net income Cemig’s expertise and leadership in the sector: reflected in its results Greater availability of spot energy this year boosts revenue New consolidation rules: Ebitda now includes equity gain on subsidiaries Balance portfolio keeps Cemig’s net income at record levels 1Q12 1Q13 1Q12 1Q13 1Q12 1Q13 15% 28% 37% 3,192 3,678 1,240 1,591 631 865

 


Natural gas – a rising market São Francisco basin shows promise in Natural Gas 1st phase of exploration ends June 30th, 2013 2 wells drilled on the blocks 1,200 Km of 2D seismic already executed  Investment of R$ 25 million so far SF-T-104 - Alegria Well POT-T-603 Well 2 SF-T-114 - Confiança Well SF-T-120 - Seismic survey

 


Natural gas – a rising market

 


Gasmig’s Growth 1Q13 gross revenue R$ 361 million - up 23% from 1Q12 374 million m3 of natural gas sold in 1Q13 - up 27% from 1Q12 Entering retail market with connection of residential condos in Belo Horizonte and Poços de Caldas Underground distribution network, in polyethylene, in Santo Agostinho and Lourdes districts of Belo Horizonte, supplying natural gas to homes, clubs, hospitals, hotels, retailers Final phase of works taking natural gas (CNG and LNG) to interior of the State - in Gov. Valadares and Pouso Alegre

 


3rd - Cycle Tariff Review of Cemig D Average tariff repositioning adjustment: +2.99% R$ 715 million received from CDE fund Adapting to new tariff structure to boost profitability Continuous discussions with Aneel seeks appropriate recognition of investments

 


Generation Mining and Energy Ministry refuses concession extension for Jaguara plant Cemig will sue - for full compliance with concession contracts as signed with federal government Jaguara - currrent concession runs to August 2012 424MW of installed capacity - 6% of Cemig’s total energy São Simão - current concession runs to January 2015 1,710MW installed capacity = 24.3% of total Miranda - concession runs to December 2016 408 MW = 5.8% of Cemig's total

 


Sustainability: Our commitment In Dow Jones Sustainability World Index - for 13th consecutive year Selected for 1st portfolio of the Dow Jones Emerging Markets Index Corporate Knights rates Cemig world's 43rd most sustainable company Cemig included in Brazil's IC02 (Carbon Efficient Index), for 3rd time running - with weighting increased from 1.227% to 2.167%, reflecting its carbon emissions performance Carbon Disclosure Project places Cemig in 10 best companies at effective climate change action 1st placed in BRlCS 300 ET Carbon Ranking - by EIO (Environmental Investment Organization): Survey rated 300 BRICS companies for greenhouse gas emissions, transparency, data reliability

 


1Q13 RESULTS

 


Cemig D: debt profile Debt maturities Average tenor: 3.9 years Debt total RS9.8 bl 2,253 1,708 1,143 463 932 563 500 2,266 2013 2014 2015 2016 2017 2018 2019 2020 diurte Main indexors 42.7% 37.9% 8.4% 1.6% 4.6% 4.8% CDI (37,68%) IPCA (42,69%) Fixed rate (4,65%) IGP-M (1,60%) RGR (8,30%) Multiples Average real cost of debt, % p.a 6.8 6.2 5.5 5 5.3 mar/12 jun/12 sep/12 dec/12 mar/13 52.4 49.6 49.9 46.3 40.1 36.3 2011 1T12 2T12 3T12 2012 IQ13 * Constant December 2012 prices; including holdings. (*) Net debt = (Total debt) - (Cash + cash equivalents) 2012 e 1Q13 -  indexes by the new consolidating methodology

 


Results of Cemig GT Ebitda and Ebitda margin (%) 67 65 Ebitda 714 897 1Q12 1Q13 Net revenue 1,062 1,386 1Q12 1Q13 Net Profit and margin (%) 355 497 1Q12 1Q13 Electricity sold, GWh 8,309 8,419 1Q12 1Q13

 


Cemig GT: Debt profile Maturities - Average tenor: 4.3 years 841 767 626 157 637 116 115 822 2013 2014 2015 2016 2017 2018 2019 After 2020 Average real cost of debt, % p.a. 6.6 6.1 5.6 5.1 4.8 mar/12 jun/12 sep/12 dec/12 mar/13 Main indexors CDI (49,60%) IPCA (45,90%) URTJ (2,94%) Others (1,57%) 45,9% 2,9% 1,6% 49,6% Multiples Net debt/Ebitda 2.4 2.1 2.1 1.7 1.1 1 Net debt / (Shareholder’s 57.2 53.6 55.2 47.9 40.8 36.3 4T11 1T12 2T12 3T12 4T12 1T13 * Constant December 2012 prices; including holdings. *Div. Liq = Divida - (Disponbilidades + Aplicacaes Financeiras C.P e LP.) 2012 e 1T13 - indicadores corntemplando a nova metodologia de consolidacao

62

 

 


Results of Cemig D Ebitda and Ebitda margin Margin (%) Ebitda 18 26 378 581 1Q12 1Q13 Net income and margin 7 11 Margin (%) Profit 153 254 1Q12 1Q13 Net revenue Volume of electricity sold (GWh) 5,970 6,170 1Q12 1Q13 2,115 2,258 1Q12 1Q13

 


Cemig D: debt profile Maturities Average tenor: 4.8 years 1,378 934 509 298 287 446 386 1,444 2013 2014 2015 2016 2017 2018 2019 After 2020 Average real cost of debt, % p.a. 7.3 6.7 5.9 5.4 5.64 mar/12 jun/12 sep/12 dec/12 mar/13 Main Indexores 40,9% 14,3% 1,3% 7,3 6.5% 29.7% CDI (29,73%) IPCA (40,88%) Fixed rate (14,36%) Dolar (1,16%) IGP-M (7,30%) RGR (6,56%) Multiples Net debt / Ebitda 1.9 1.9 2.1 2.3 2.6 3.5 Net debt / (Shareholder’s equity + Net Debt) 52.9 51.8 55.3 55.5 66.3 65.5 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 * Constant December 2012 prices; including holdings. (*) Net debt = (Total debt) - (Cash + cash equivalents) 2012 and

 


Strong cash position sustains investments DESCRIPTION 1Q13 1Q12 Cash at start of period 1,919 2,103 Cash generated by operations 374 421 Net income 865 631 Depreciation and amortization 203 197 Passthrough of funds from CDE -715 - Other adjustments 21 -407 Financing activities -2,499 -316 Loans / financings obtained including debentures 2,370 2.396 Payment of loans and financings -2,937 -2,702 Interest on Equity, and dividends -1,932 -10 Investment activities 2,247 -646 Receipt of CRC from MG State Government 2,466 96 PP&E / Intangible assets / other -219 -742 2,041 1,562 2,740

 


Cemig summary figures TOTAL ASSETS R$ 30.8 BILLION STOCKHOLDERS’ EQUITY R$ 12.4 BILLION CONSOLIDATED NET REVENUE R$ 3.7 BILLION MARKET VALUE R$ 20 BILLION OPERATIONS THROUGHOUT ALMOST ALL OF BRAZIL’S LAND AREA FIRST INVESTMENTS OUTSIDE BRAZIL IN OPERATION *Market value – Source: Economátíca, April 1, 2013

 


Investor Relations ri@cemig.com.br Phone: (55-31) 3506-5024 Fax: (55-31) 3506-5025 A Melhor Energia do Brasil.

 


Glossary ACR: Regulated Contracting Environment in which purchases and sales involving Distributors occur by means of public auctions. ACL: Free Contracting Environment, in which purchases and sales of electricity among Free Clients, Marketers and Generators occur, through freely negotiated bilateral contracts. ANEEL: The Brazilian energy sector is regulated by ANEEL, an independent federal regulatory agency. BRGAAP: Brazilian accounting principles. CCC- Conta Consumo de Combustiveis Fósseis [Fossil Fuel Consumption Account]: The CCC was created to generate financial reserves to cover higher costs associated with greater use of thermoelectric plants in the event of drought, as a function of the fact that marginal operating cots of thermoelectric plants are higher than those of hydroelectric plants. Every energy company must make an annual contribution to me CCC. The annual contributions are calculated based on cost estimates of me fuel required by thermoelectric plants in the following year. CCEE - Câmara de Comercialização de Energia Elétrica [Electricity Marketing Council]: Its purpose is to make marketing electricity on the National Interconnected System viable. CDE - Conta de Desenvolvimento Energético [Energy Development Account]: Source of the subsidy created to make alternative sources of energy – such as wind-driven and biomass – competitive, and to promote universalization of electricity services. Its resources come from annual payments made by concessionaires for the use of public assets, panalties and fines imposed by ANEEL, and the CDE will remain operational for 25 years, and it will be administered by Eletrobrás. DEC-Duração Equvivalente de Interrupção por Unidade Consumidora [Equivalent Duration of Interruption per Consumer Unit]: During a period observed in each consumer unit of a group that is being considered, the average interval of time of an interruption in electricity distribution. Dividend Yield: The annual percentage of return that a shareholder receives in the form of dividends and Interest on Own Capital (per share) in relation to the share price. FEC - Freqüência Equivalente de Interrupção de Energia [Equivalent Frequency of Electricity Interruption]: Number of interruptions in electricity distribution that occur on average during an observed period, in each consumer unit of a determined group. GSF: Generating Scaling Factor. The factor used to determine the Allocated Energy from each generator participating in the National Interconnected System. It is calculated as a function of availability of generation and the verified market, among other parameters. FIDC (Receivables Fund) – Fund of credit rights. It is formed of realizable assets. Hedge: Term that means safeguard. It is a mechanism used by people or companies who need to protect themselves against price fluctuations that usually occur in commodities or exchange markets. EBITDA: Earnings Before Interest (Financial Results), Taxes Depreciation and Amortization. It states the Generation of Operating Cash of a company, and provides a snapshot of how much money a company is generating from its main business. EBITDA / NET OPERATING REVENUES (EBITDA MARGIN): Percentage that relates Generation of Operating Cash with operating Revenues. It shows the percentage at which revenues become cash after operations, giving an idea of the business profitability.

 


Glossary Payout-Percent of net income to be distributed as dividends. P/L (Price to Earnings Ratio) - Relationship between share price and profit per share. PL - Shareholders’ Equity PLD - Price for liquidation of Differences, called “Spot” price. RTD - Deferred Tariff Adjustment: ANEEL defined the results of the periodic tariff adjustment of Cemig Distribution, which includes restatement of electricity supply tariff at levels that are compatible with preserving the economic-financial balance of the concession contract, providing sufficient revenues to cover efficient operating costs and adequate remuneration on investments. The average adjustment that was applied on a provisory basis to Cemig’s tariffs on April 8, 2003 was 31.53%, while the definitive tariff restatement for CEMIG should have been 44.41%. The 12.88% difference will be offset through an increase in each projected tariff adjustment to occur from 2004 to 2007, cumulatively. The difference between the tariff adjustment to which Cemig Distribution has a right and the tariff effectively charged consumers was recognized as a Regulatory Asset. RTE - Extraordinary Tariff Restatement: Tariff adjustment granted in December 2001 to distributors and generators in regions that experienced rationing. Projected in the General Agreement of the Electricity Sector, it result in a 2.9% increase to tariffs for residential consumers (with the exception of Low Income Consumers) and rural consumers, and 7.9% for other consumers. The objective of the adjustment was to replace the losses that energy distributors and generators had from the reduced consumption imposed by the government. The duration of the adjustment varies according to the time necessary to recover each concessionaire’s losses. RGR -Global Reversion Reserve: Annual number embedded in concessionaires’ costs to generate resources for expansion and improvement of public electricity services. The amounts are collected on a monthly basis in favor of Eletrobras, which is responsible for administering resources, and they must also be used by Procel. Total Shareholder Return -This is the shareholder return obtained by adding dividends (Yield) and the percentage appreciation of the shares. TUSD - Distribution System Usage Tariffs: The TUSD is paid by generation companies and by Free Clients for use of the distribution system of the distribution concessionaire to which the generator or free client is connected, and it is revised annually according to the inflation index and investments made by the distributors in the previous year to maintain and expand the network. The amount to be paid by the user connected to the distribution system is calculated by multiplying the amount of energy contracted with the distribution concessionaire for each connection point, in kW, by tariff in R$/kW, which is established by ANEEL. UHE -Hydroelectric Plant: Plant that uses mechanical energy from water to turn the turbines and generate electricity. UTE -Thermoelectric Plant: Plant in which the chemical energy contained in fossil fuels is converted into electricity. Market value -This is the value of the company calculated by multiplying the number of shares by their respective price. WACC - Weighted Average Cost of Capital: average weighted cost of capital.