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 October 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.

 

Market Announcement dated August 30, 2013: Jaguara — Principal Injunction Maintains Operation by CEMIG

 

 

 

2.

 

Second Quarter 2013 — Results

 

 

 

3.

 

Minutes of the Extraordinary General Meeting of Stockholders Held on September 10, 2013

 

 

 

4.

 

Convocation and Proposal by the Board of Directors to the Extraordinary General Meeting of Stockholders to be Held on September 26, 2013

 

 

 

5.

 

Market Announcement dated September 12, 2013: CEMIG Selected for Inclusion in the 2013-14 Dow Jones Sustainability Index

 

 

 

6.

 

Minutes of the Extraordinary General Meeting of Stockholders Held on September 26, 2013

 

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: October 7, 2013

 

3



Table of Contents

 

1. Market Announcement dated August 30, 2013: Jaguara – Principal Injunction Maintains Operation by CEMIG

 

4



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY  —  CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

Jaguara: principal injunction maintains operation by Cemig

 

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid — in compliance with CVM Instruction 358/2002, as amended — hereby informs the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (BM&FBovespa) and the market as follows:

 

On today’s date Brazil’s Higher Appeal Court (Superior Tribunal de Justiça, or STJ) granted an interim injunction to Cemig’s wholly-owned subsidiary Cemig GT (Cemig Geração e Transmissão S.A.) in its further application for an order of mandamus against the recent decision by the Mining and Energy Ministry which, in a dispatch published on August 23 of this year, refused, after consideration on its merits, the application by Cemig GT for extension of the concession of the Jaguara Hydroelectric Plant under Concession Contract 1007/97.

 

This interim injunction gives Cemig GT the right to remain in control of the Jaguara Hydroelectric Plant, commercially operating the public service concession granted to it, until final judgment of the case.

 

It should be noted that this is a preliminary decision by the Judiciary, and that there is at present no decision on the merits of the action. The Higher Appeal Court will examine the merits of the action at a later date.

 

Cemig reiterates its commitment to seeking both fair prices for services provided to the consumer, and also optimum quality of its services and their sustainability in the use of natural and human resources — to ensure that future generations can enjoy the same benefits.

 

Cemig will keep its stockholders and the market opportunely and appropriately informed on the progress of this case.

 

Belo Horizonte, August 30, 2013.

 

Arlindo Porto Neto

Acting Chief Finance and Investor Relations Officer

 

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.

 

5



Table of Contents

 

2. Second Quarter 2013 — Results

 

6



Table of Contents

 

 

CONTENTS

 

STATEMENTS OF FINANCIAL POSITION

 

8

PROFIT AND LOSS ACCOUNTS

 

10

PROFIT AND LOSS ACCOUNTS

 

11

STATEMENTS OF COMPREHENSIVE INCOME

 

12

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY — CONSOLIDATED (*)

 

13

STATEMENTS OF CASH FLOW

 

14

STATEMENTS OF ADDED VALUE

 

15

CONDENSED EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

16

1.

OPERATIONAL CONTEXT

 

16

2.

BASIS OF PREPARATION

 

16

3.

PRINCIPLES OF CONSOLIDATION

 

22

4.

CASH AND CASH EQUIVALENTS

 

22

5.

SECURITIES

 

23

6.

CONSUMERS AND TRADERS

 

23

7.

RECOVERABLE TAXES

 

24

8.

INCOME TAX AND SOCIAL CONTRIBUTION TAX

 

25

9.

ESCROW DEPOSITS IN LEGAL ACTIONS

 

27

10.

FUNDS RECEIVED FROM THE ENERGY DEVELOPMENT ACCOUNT (CDE)

 

27

11.

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

 

28

12.

FINANCIAL ASSETS OF THE CONCESSION

 

29

13.

INVESTMENTS

 

30

14.

PROPERTY, PLANT AND EQUIPMENT

 

37

15.

INTANGIBLE ASSETS

 

38

16.

SUPPLIERS

 

40

17.

TAXES

 

40

18.

LOANS, FINANCINGS AND DEBENTURES

 

41

19.

REGULATORY CHARGES

 

44

20.

POST-RETIREMENT OBLIGATIONS

 

44

21.

PROVISIONS

 

45

22.

STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

53

23.

REVENUE

 

54

24.

OPERATIONAL COSTS AND EXPENSES

 

57

25.

FINANCIAL REVENUES AND EXPENSES

 

62

26.

TRANSACTIONS WITH RELATED PARTIES

 

63

27.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

64

28.

FAIR VALUE MEASUREMENT

 

74

29.

EFFECTS OF PROVISIONAL MEASURE 579 OF SEPTEMBER 11, 2012 (CONVERTED INTO LAW 12783 OF JANUARY 11, 2013)

 

75

30.

ANNUAL TARIFF ADJUSTMENT, AND TARIFF REVIEW

 

75

31.

SUBSEQUENT EVENTS

 

76

32.

OPERATIONAL SEGMENTS

 

78

CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

 

81

FINANCIAL STATEMENTS SEPARATED BY COMPANY

 

97

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

98

REPORT ON REVIEW OF THE INTERIM FINANCIAL STATEMENTS

 

106

 

7



Table of Contents

 

STATEMENTS OF FINANCIAL POSITION

 

AT JUNE 30, 2013 AND DECEMBER 31, 2012

 

ASSETS

 

R$ ’000

 

 

 

 

 

Consolidated

 

 

 

Holding company

 

 

 

 

 

Note

 

June 30, 2013

 

Dec. 31, 2012
(Re-presented)

 

Jan. 1, 2012
(Re-presented)

 

June 30,
2013

 

Dec. 31, 2012
(Re-presented)

 

Jan. 1, 2012
(Re-presented)

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

1,630,058

 

1,919,125

 

2,103,870

 

397,373

 

1,057,122

 

226,695

 

Securities

 

5

 

2,656,096

 

657,142

 

356,327

 

1,158,042

 

27,363

 

180,000

 

Consumers and Traders

 

6

 

1,741,930

 

1,858,129

 

2,067,349

 

 

 

 

Concession holders — transport of power

 

 

 

250,870

 

347,371

 

295,838

 

 

 

 

Financial Assets of the Concession

 

12

 

2,254

 

287,692

 

42,106

 

 

 

 

Recoverable taxes

 

7

 

173,065

 

216,746

 

228,554

 

4,846

 

62,100

 

72,570

 

Income tax and Social Contribution tax recoverable

 

8 a

 

176,457

 

228,968

 

135,221

 

 

 

 

Traders — Transactions in “Free Energy”

 

 

 

42,617

 

20,755

 

22,080

 

 

 

 

Dividends receivable

 

 

 

95,257

 

113,364

 

73,578

 

602,024

 

511,043

 

195,196

 

Linked funds

 

 

 

101,933

 

132,493

 

3,386

 

99

 

233

 

99

 

Inventories

 

 

 

39,882

 

41,204

 

31,041

 

12

 

12

 

15

 

Provision for gains on financial instruments

 

27

 

 

20,445

 

 

 

 

 

Accounts receivable from Minas Gerais state government

 

11

 

 

2,422,099

 

 

 

2,422,099

 

 

Passthrough from CDE (Energy Development) Account

 

10

 

102,904

 

 

 

 

 

 

Other credits

 

 

 

477,187

 

538,219

 

408,453

 

13,863

 

12,522

 

8,702

 

TOTAL, CURRENT

 

 

 

7,490,510

 

8,803,752

 

5,767,803

 

2,176,259

 

4,092,494

 

683,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

5

 

173,893

 

99,116

 

 

46,289

 

7,627

 

 

Accounts receivable from Minas Gerais state government

 

11

 

 

 

1,830,075

 

 

 

 

Receivables Investment Fund

 

 

 

 

 

 

 

 

1,010,079

 

Deferred income tax and Social Contribution tax

 

8 b

 

1,200,897

 

1,303,920

 

931,438

 

366,620

 

392,637

 

431,687

 

Recoverable taxes

 

7

 

382,881

 

391,608

 

281,252

 

4,757

 

4,757

 

4,334

 

Income tax and Social Contribution tax recoverable

 

8 a

 

51,160

 

27,911

 

19,548

 

51,160

 

27,911

 

19,548

 

Escrow deposits in litigation

 

9

 

1,189,903

 

1,300,507

 

1,276,232

 

143,337

 

270,702

 

275,721

 

Consumers and Traders

 

6

 

254,826

 

221,150

 

61,822

 

 

 

 

Concession holders — Transport of electricity

 

 

 

 

10,440

 

11,931

 

 

 

 

 

Other credits

 

 

 

75,816

 

97,678

 

83,822

 

17,410

 

39,788

 

50,694

 

Financial assets of the concession

 

12

 

5,701,329

 

5,475,463

 

3,834,358

 

 

 

 

Investments 

 

13

 

5,705,822

 

6,855,253

 

6,351,309

 

11,518,208

 

11,827,567

 

11,929,888

 

Property, plant and equipment 

 

14

 

5,950,404

 

6,108,729

 

6,392,332

 

1,456

 

1,584

 

1,723

 

Intangible assets

 

15

 

1,900,501

 

1,874,354

 

2,779,400

 

888

 

981

 

657

 

TOTAL, NON-CURRENT

 

 

 

22,587,432

 

23,766,129

 

23,853,519

 

12,150,125

 

12,573,554

 

13,724,331

 

TOTAL ASSETS

 

 

 

30,077,942

 

32,569,881

 

29,621,322

 

14,326,384

 

16,666,048

 

14,407,608

 

 

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

 

8



Table of Contents

 

STATEMENTS OF FINANCIAL POSITION

 

AT JUNE 30, 2013 AND DECEMBER 31, 2012

 

LIABILITIES

 

R$ ’000

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

June 30, 2013

 

Dec. 31, 2012
(Re-presented)

 

Jan. 1, 2012
(Re-presented)

 

June 30,
2013

 

Dec. 31, 2012

(Re-presented)

 

Jan. 1, 2012
(Re-presented)

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

16

 

1,030,230

 

1,305,935

 

843,697

 

14,573

 

12,338

 

12,059

 

Regulatory charges

 

19

 

214,337

 

317,048

 

271,409

 

 

 

 

Profit shares

 

 

 

83,866

 

84,123

 

87,800

 

7,740

 

7,776

 

9,357

 

Taxes

 

17a

 

413,174

 

515,425

 

460,908

 

20,933

 

60,119

 

35,740

 

Income tax and Social Contribution tax

 

17b

 

23,658

 

31,946

 

29,590

 

 

 

 

Interest on Equity, and dividends, payable

 

 

 

1,418,731

 

3,478,810

 

1,243,086

 

1,418,731

 

3,478,810

 

1,243,086

 

Loans and financings

 

18

 

1,431,199

 

4,901,538

 

2,633,655

 

 

1,102,721

 

1,011,830

 

Debentures

 

18

 

990,799

 

1,564,531

 

1,870,176

 

 

 

 

Payroll and related charges

 

 

 

212,423

 

226,743

 

241,488

 

8,326

 

11,169

 

12,987

 

Post-retirement liabilities

 

20

 

54,690

 

51,227

 

74,441

 

2,691

 

2,520

 

3,706

 

Debt to related parties

 

 

 

 

 

 

 

11,132

 

8,646

 

Concessions payable

 

 

 

20,392

 

16,270

 

7,990

 

 

 

 

Other liabilities

 

 

 

337,471

 

304,710

 

334,629

 

21,278

 

15,147

 

15,137

 

TOTAL, CURRENT

 

 

 

6,230,970

 

12,798,306

 

8,098,869

 

1,494,272

 

4,701,732

 

2,352,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

16

 

5,650

 

4,282

 

4,874

 

 

 

 

Regulatory charges

 

19

 

198,153

 

169,201

 

261,930

 

 

 

 

Loans and financings

 

18

 

2,283,781

 

1,608,770

 

3,825,345

 

 

 

18,397

 

Debentures

 

18

 

4,757,404

 

2,340,954

 

2,174,715

 

 

 

 

Taxes

 

17a

 

708,997

 

686,172

 

773,370

 

 

 

 

Income tax and Social Contribution tax

 

8 b

 

276,202

 

307,188

 

333,305

 

 

 

 

 

 

Provisions

 

21

 

301,622

 

265,476

 

311,069

 

154,382

 

146,089

 

185,952

 

Concessions payable

 

 

 

181,726

 

171,448

 

129,629

 

 

 

 

Post-retirement liabilities

 

20

 

2,622,535

 

2,574,948

 

1,956,238

 

209,031

 

205,733

 

117,532

 

Other liabilities

 

 

 

102,386

 

93,140

 

85,714

 

60,183

 

62,498

 

66,915

 

TOTAL, NON-CURRENT

 

 

 

11,438,456

 

8,221,579

 

9,856,189

 

423,596

 

414,320

 

388,796

 

TOTAL LIABILITIES

 

 

 

17,669,426

 

21,019,885

 

17,955,058

 

1,917,868

 

5,116,052

 

2,741,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

4,813,362

 

4,265,091

 

3,412,073

 

4,813,362

 

4,265,091

 

3,412,073

 

Capital reserves

 

 

 

3,405,579

 

3,953,850

 

3,953,850

 

3,405,579

 

3,953,850

 

3,953,850

 

Profit reserves

 

 

 

2,228,045

 

2,856,176

 

3,292,871

 

2,228,045

 

2,856,176

 

3,292,871

 

Stockholders’ equity Valuation Adjustments

 

 

 

417,814

 

474,879

 

1,007,470

 

417,814

 

474,879

 

1,007,470

 

Retained earning

 

 

 

1,543,716

 

 

 

1,543,716

 

 

 

Total of stockholders’ equity

 

 

 

12,408,516

 

11,549,996

 

11,666,264

 

12,408,516

 

11,549,996

 

11,666,264

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

30,077,942

 

32,569,881

 

29,621,322

 

14,326,384

 

16,666,048

 

14,407,608

 

 

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

 

9



Table of Contents

 

PROFIT AND LOSS ACCOUNTS

 

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

 

R$ ’000 (except Net profit per share)

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

Jan–Jun,
2013

 

Jan–Jun 2013
(Re-presented)

 

Jan–Jun 2013

 

Jan–Jun 2012
(Re-presented)

 

REVENUE

 

23

 

7,116,584

 

6,655,043

 

161

 

161

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY

 

24

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

 

 

(2,274,710

)

(1,936,818

)

 

 

Charges for the use of the national grid

 

 

 

(254,092

)

(435,389

)

 

 

 

 

 

 

(2,528,802

)

(2,372,207

)

 

 

COST

 

24

 

 

 

 

 

 

 

 

 

Personnel and managers

 

 

 

(429,795

)

(421,061

)

 

 

Materials

 

 

 

(69,441

)

(21,071

)

 

 

Outsourced services

 

 

 

(304,564

)

(293,321

)

 

 

Depreciation and amortization

 

 

 

(356,674

)

(351,532

)

 

 

Operational provisions

 

 

 

(47,857

)

(28,605

)

 

 

Royalties for use of water resources

 

 

 

(62,853

)

(94,849

)

 

 

Infrastructure construction cost

 

 

 

(465,405

)

(584,954

)

 

 

Other

 

 

 

(79,860

)

(40,498

)

 

 

 

 

 

 

(1,816,449

)

(1,835,891

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(4,345,251

)

(4,208,098

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

2,771,333

 

2,446,945

 

161

 

161

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSES

 

24

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(34,484

)

(33,791

)

 

 

General and administrative (expenses) / reversals

 

 

 

(512,867

)

(330,708

)

(31,112

)

(28,045

)

Other operational expenses

 

 

 

(221,893

)

(236,960

)

(59,492

)

(13,979

)

 

 

 

 

(769,244

)

(601,459

)

(90,604

)

(42,024

)

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

 

 

250,582

 

237,686

 

1,335,912

 

1,263,711

 

Gain on disposal of investments

 

 

 

284,298

 

 

378,378

 

 

Unrealized profit

 

 

 

(80,959

)

 

(80,959

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit before Financial revenue (expenses) and taxes

 

 

 

2,456,010

 

2,083,172

 

1,542,888

 

1,221,848

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial revenues

 

25

 

282,839

 

296,526

 

76,445

 

72,845

 

Financial expenses

 

25

 

(597,961

)

(637,395

)

(24,414

)

(58,967

)

Pretax profit

 

 

 

2,140,888

 

1,742,303

 

1,594,919

 

1,235,726

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

8c

 

(584,980

)

(665,367

)

(86,319

)

 

Deferred income tax and Social Contribution tax

 

8c

 

(73,323

)

158,684

 

(26,015

)

(106

)

NET PROFIT FOR THE PERIOD

 

 

 

1,482,585

 

1,235,620

 

1,482,585

 

1,235,620

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

22

 

1.54

 

1.28

 

1.54

 

1.28

 

Basic and diluted profit per common share

 

22

 

1.54

 

1.28

 

1.54

 

1.28

 

 

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

 

10



Table of Contents

 

PROFIT AND LOSS ACCOUNTS

 

FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

 

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

 

 

 

 

 

Consolidated

 

Holding company

 

 

 

Note

 

Apr–Jun
2013

 

Apr–Jun
2012
(Re-presented)

 

Apr–Jun
2013

 

Apr–Jun
2012
(Re-presented)

 

REVENUE

 

23

 

3,438,990

 

3,463,114

 

81

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY

 

24

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

 

 

(1,301,923

)

(1,078,457

)

 

 

Charges for the use of the national grid

 

 

 

(127,867

)

(217,739

)

 

 

 

 

 

 

(1,429,790

)

(1,296,196

)

 

 

COST

 

24

 

 

 

 

 

 

 

 

 

Personnel and managers

 

 

 

(217,015

)

(211,294

)

 

 

Materials

 

 

 

(18,062

)

(12,891

)

 

 

Outsourced services

 

 

 

(159,019

)

(147,177

)

 

 

Depreciation and amortization

 

 

 

(169,440

)

(167,085

)

 

 

Operational provisions

 

 

 

(41,598

)

13,096

 

 

 

Royalties for use of water resources

 

 

 

(28,812

)

(45,875

)

 

 

Infrastructure construction cost

 

 

 

(261,058

)

(360,461

)

 

 

Other

 

 

 

(60,254

)

(14,104

)

 

 

 

 

 

 

(955,258

)

(945,791

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(2,385,048

)

(2,241,987

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

1,053,942

 

1,221,127

 

81

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL EXPENSES

 

24

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(13,862

)

(13,599

)

 

 

General and administrative (expenses) / reversals

 

 

 

(166,781

)

(128,833

)

11,331

 

(984

)

Other operational expenses

 

 

 

(92,796

)

(126,800

)

(52,157

)

(7,252

)

 

 

 

 

(273,439

)

(269,232

)

(40,826

)

(8,236

)

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

13

 

84,424

 

88,343

 

458,976

 

614,527

 

Gain on disposal of investments

 

13

 

284,298

 

 

378,378

 

 

Unrealized profit

 

13

 

(80,959

)

 

(80,959

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit before Financial revenue (expenses) and taxes

 

 

 

1,068,266

 

1,040,238

 

715,650

 

606,372

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial revenues

 

25

 

144,450

 

143,172

 

23,307

 

30,124

 

Financial expenses

 

25

 

(296,036

)

(324,853

)

(1,272

)

(27,696

)

Pretax profit

 

 

 

916,680

 

858,557

 

737,685

 

608,800

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

8c

 

(246,590

)

(338,140

)

(84,423

)

0

 

Deferred income tax and Social Contribution tax

 

8c

 

(52,852

)

83,815

 

(36,024

)

(4,568

)

NET PROFIT FOR THE PERIOD

 

 

 

617,238

 

604,232

 

617,238

 

604,232

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

22

 

0.64

 

0.63

 

0.64

 

0.63

 

Basic and diluted profit per common share

 

22

 

0.64

 

0.63

 

0.64

 

0.63

 

 

11



Table of Contents

 

STATEMENTS OF COMPREHENSIVE INCOME

 

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

Jan–Jun
2013

 

Jan–Jun ,
2012
(Re-
presented)

 

Jan–Jun
2013

 

Jan–Jun ,
2012
(Re-
presented)

 

PROFIT (LOSS) FOR THE PERIOD

 

1,482,585

 

1,235,620

 

1,482,585

 

1,235,620

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in subsidiary and jointly-controlled subsidiary

 

4,066

 

3,633

 

4,066

 

3,633

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE PROFIT (LOSS) FOR THE PERIOD

 

1,486,651

 

1,239,253

 

1,486,651

 

1,239,253

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

Apr–Jun
2013

 

Apr–Jun
2012
(Re-
presented)

 

Apr–Jun
2013

 

Apr–Jun
2012
(Re-
presented)

 

PROFIT (LOSS) FOR THE PERIOD

 

617,238

 

604,232

 

617,238

 

604,232

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in subsidiary and jointly-controlled subsidiary

 

4,942

 

5,746

 

4,942

 

5,746

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE PROFIT (LOSS) FOR THE PERIOD

 

622,180

 

609,978

 

622,180

 

609,978

 

 

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

 

12



Table of Contents

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY — CONSOLIDATED

 

FOR THE PERIODS ENDED JUNE 30, 2013 AND 2012

 

R$ ’000

 

 

 

Share capital

 

Capital
reserves

 

Profit
reserves

 

Valuation adjustments to
Stockholders’ equity

 

Retained
earnings
(losses)

 

Total
Stockholders’
equity

 

BALANCES AT DECEMBER 31, 2011, PREVIOUSLY PRESENTED

 

3,412,073

 

3,953,850

 

3,292,871

 

1,086,154

 

 

11,744,948

 

Effects of adoption of new accounting practices (Note 2.2)

 

 

 

 

(78,684

)

 

(78,684

)

DECEMBER 31, 2011 BALANCES ADJUSTED FOR CHANGE IN ACCOUNTING PRACTICE

 

3,412,073

 

3,953,850

 

3,292,871

 

1,007,470

 

 

11,666,264

 

Profit (loss) for the period

 

 

 

 

 

1,235,620

 

1,235,620

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in subsidiary and jointly-controlled subsidiary

 

 

 

 

3,633

 

 

3,633

 

Total comprehensive income for the period

 

 

 

 

3,633

 

1,235,620

 

1,239,253

 

Other changes in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in registered capital

 

853,018

 

 

 

(853,018

)

 

 

 

 

 

Additional dividend proposed for 2011

 

 

 

 

 

(86,316

)

 

 

 

 

(86,316

)

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

(92,773

)

92,773

 

 

BALANCE ON JUNE 30, 2012

 

4,265,091

 

3,953,850

 

2,353,537

 

918,330

 

1,328,393

 

12,819,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES AT DECEMBER 31, 2012, PREVIOUSLY PRESENTED

 

4,265,091

 

3,953,850

 

2,856,176

 

968,945

 

 

12,044,062

 

Effects of adoption of new accounting practices (Note 2.2)

 

 

 

 

(494,066

)

 

(494,066

)

DECEMBER 31, 2012 BALANCES ADJUSTED FOR CHANGE IN ACCOUNTING PRACTICE

 

4,265,091

 

3,953,850

 

2,856,176

 

474,879

 

 

11,549,996

 

Profit (loss) for the period

 

 

 

 

 

1,482,585

 

1,482,585

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain on Other comprehensive income in subsidiary and jointly-controlled subsidiary

 

 

 

 

4,066

 

 

4,066

 

Total comprehensive income for the period

 

 

 

 

4,066

 

1,482,585

 

1,486,651

 

Other changes in Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in share capital

 

548,271

 

(548,271

)

 

 

 

 

Additional dividend proposed in 2012 (R$ 0.74 per share)

 

 

 

(628,131

)

 

 

(628,131

)

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

(61,131

)

61,131

 

 

BALANCES ON JUNE 30, 2013

 

4,813,362

 

3,405,579

 

2,228,045

 

417,814

 

1,543,716

 

12,408,516

 

 

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

 

13



Table of Contents

 

STATEMENTS OF CASH FLOW

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

Jan–Jun
2013

 

Jan–Jun 2012
(Re-presented)

 

Jan–Jun
2013

 

Jan–Jun 2012
(Re-presented)

 

CASH FLOW FROM OPERATIONS

 

 

 

 

 

 

 

 

 

Profit (loss) for the period

 

1,482,585

 

1,235,620

 

1,482,585

 

1,235,620

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

658,303

 

506,683

 

112,334

 

106

 

Depreciation and amortization

 

387,125

 

371,315

 

201

 

185

 

Gain on disposal of investments

 

(284,298

)

 

(378,378

)

 

Equity gain (loss) in subsidiaries

 

(250,582

)

(237,686

)

(1,335,912

)

(1,263,711

)

Unrealized profit

 

80,959

 

 

80,959

 

 

Interest and monetary updating

 

450,290

 

464,736

 

(22,087

)

12,754

 

Provisions for operational losses

 

75,001

 

46,036

 

8,293

 

(18,392

)

Post-retirement liabilities

 

137,757

 

114,494

 

8,173

 

7,394

 

Other

 

3,186

 

10,754

 

20

 

15

 

 

 

2,740,326

 

2,511.952

 

(43,812

)

(26,029

)

(Increase) / decrease in assets

 

 

 

 

 

 

 

 

 

Consumers and Traders

 

61,901

 

(65,731

)

 

 

Passthrough from CDE (Energy Development) Account

 

(102,904

)

 

 

 

Recoverable taxes

 

52,408

 

(40,039

)

57,254

 

(1,172

)

Income tax and Social Contribution tax recoverable

 

58,962

 

(5,148

)

(23,249

)

(9,627

)

Transport of electricity

 

106,941

 

(37,775

)

 

 

Dividends received

 

276,222

 

227.569

 

235,786

 

609,318

 

Financial assets

 

295,906

 

28,081

 

 

 

Other

 

224,968

 

(247,135

)

148,538

 

12,266

 

 

 

974,404

 

(140,178

)

418,329

 

610,785

 

Increase (reduction) in liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

(275,705

)

101,492

 

2,235

 

(4,742

)

Taxes

 

(79,426

)

(33,790

)

(39,186

)

(13,951

)

Income tax and Social Contribution tax

 

(107,350

)

(32,432

)

21,783

 

14,302

 

Payroll and related charges

 

(14,320

)

(31,533

)

(2,843

)

(2,958

)

Regulatory charges

 

(73,759

)

(19,457

)

 

 

Post-retirement liabilities

 

(86,707

)

(98,842

)

(4,704

)

(4,940

)

Other

 

37,012

 

(22,230

)

(7,349

)

(147

)

 

 

(600,255

)

(136,792

)

(30,064

)

(12,436

)

 

 

 

 

 

 

 

 

 

 

Cash from operational activities

 

3,114,475

 

2,234,982

 

344,453

 

572,320

 

 

 

 

 

 

 

 

 

 

 

Interest paid on loans and financings

 

(657,880

)

(530,764

)

(17,784

)

(4,784

)

Income tax and Social Contribution tax paid

 

(516,904

)

(482,342

)

(108,102

)

(10,800

)

CASH FROM OPERATIONAL ACTIVITIES

 

1,939,691

 

1,221,876

 

218,567

 

556,736

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

 

 

In securities — short-term investments

 

(2,073,731

)

(631,993

)

(1,169,341

)

30,515

 

Accounts receivable received from Minas Gerais state government

 

2,465,646

 

96,329

 

2,465,646

 

 

In financial assets

 

(46,233

)

(45,600

)

 

 

Investments

 

1,351,574

 

(117,536

)

1,619,986

 

(4,603

)

Gain on disposal of investments

 

1,691,415

 

 

1,619,986

 

 

 

Acquisition of investments

 

(94,184

)

 

 

 

Injection of capital

 

(236,734

)

(117,536

)

 

 

Other

 

(8,923

)

 

 

(4,603

)

In PP&E

 

(4,115

)

(44,818

)

 

 

In intangible assets

 

(444,119

)

(542,592

)

 

 

NET CASH FROM (USED IN) INVESTMENT ACTIVITIES

 

1,249,022

 

(1,286,210

)

2,916,291

 

25,912

 

 

 

 

 

 

 

 

 

 

 

CASH FLOW IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

New loans, financings and debentures

 

2,442,510

 

2,591,159

 

 

 

Payment of loans, financings and debentures

 

(3,232,080

)

(2,884,086

)

(1,106,397

)

(18,397

)

Interest on Equity, and dividends

 

(2,688,210

)

(647,963

)

(2,688,210

)

(647,963

)

NET CASH USED IN FINANCING ACTIVITIES

 

(3,477,780

)

(940,890

)

(3,794,607

)

(666,360

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(289,067

)

(1,005,224

)

(659,749

)

(83,712

)

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

 

 

Beginning of the year

 

1,919,125

 

2,103,870

 

1,057,122

 

226,695

 

End of the year

 

1,630,058

 

1,098,646

 

397,373

 

142,983

 

 

 

(289,067

)

(1,005,224

)

(659,749

)

(83,712

)

 

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

 

14



Table of Contents

 

STATEMENTS OF ADDED VALUE

 

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

 

R$ ’000

 

 

 

Consolidated

 

Holding company

 

 

 

Jan–Jun,
2013

 

 

 

Jan–Jun, 2012
(Re-presented)

 

 

 

Jan–Jun,
2013

 

 

 

Jan–Jun,
2012
(Re-
presented)

 

 

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of electricity and services

 

9,064,480

 

 

 

9,138,892

 

 

 

161

 

 

 

161

 

 

 

Distribution construction revenue

 

421,826

 

 

 

542,426

 

 

 

 

 

 

 

 

 

Transmission construction revenue

 

43,579

 

 

 

42,528

 

 

 

 

 

 

 

 

 

Gain on disposal of investments

 

1,691,415

 

 

 

 

 

 

1,619,986

 

 

 

 

 

 

Other revenues

 

2,300

 

 

 

2,606

 

 

 

 

 

 

 

 

 

Allowance for doubtful receivables

 

(34,501

)

 

 

(33,801

)

 

 

 

 

 

 

 

 

 

 

11,189,099

 

 

 

9,692,651

 

 

 

1,620,147

 

 

 

161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INPUTS ACQUIRED FROM THIRD PARTIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(2,416,955

)

 

 

(2,133,716

)

 

 

 

 

 

 

 

 

Charges for use of the national grid

 

(284,495

)

 

 

(489,438

)

 

 

 

 

 

 

 

 

Outsourced services

 

(660,684

)

 

 

(628,789

)

 

 

(4,281

)

 

 

(5,700

)

 

 

Materials

 

(273,768

)

 

 

(331,909

)

 

 

(67

)

 

 

(54

)

 

 

Cost on disposal of investments

 

(1,407,117

)

 

 

 

 

 

 

(1,241,608

)

 

 

 

 

 

 

Other operational costs

 

(286,483

)

 

 

(183,868

)

 

 

(47,545

)

 

 

214

 

 

 

 

 

(5,329,502

)

 

 

(3,767,720

)

 

 

(1,293,501

)

 

 

(5,540

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS VALUE ADDED

 

5,859,597

 

 

 

5,924,931

 

 

 

326,646

 

 

 

(5,379

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

(387,125

)

 

 

(371,315

)

 

 

(201

)

 

 

(185

)

 

 

NET ADDED VALUE PRODUCED BY THE COMPANY

 

5,472,472

 

 

 

5,553,616

 

 

 

326,445

 

 

 

(5,564

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE RECEIVED BY TRANSFER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

250,582

 

 

 

237,686

 

 

 

1,254,953

 

 

 

1,263,711

 

 

 

Unrealized profit

 

(80,959

)

 

 

 

 

 

 

 

 

 

 

 

Financial revenues

 

372,676

 

 

 

295,009

 

 

 

76,445

 

 

 

72,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE TO BE DISTRIBUTED

 

6,014,771

 

 

 

6,086,311

 

 

 

1,657,843

 

 

 

1,330,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTION OF ADDED VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

%

 

Employees

 

797,104

 

13.25

 

694,924

 

11.42

 

32,052

 

1.93

 

30,033

 

2.26

 

Direct remuneration

 

454,056

 

7.55

 

471,336

 

7.74

 

15,661

 

0.94

 

17,289

 

1.30

 

Benefits

 

190,980

 

3.18

 

176,709

 

2.90

 

10,777

 

0.65

 

10,791

 

0.81

 

FGTS Fund

 

31,211

 

0.51

 

31,855

 

0.52

 

1,707

 

0.10

 

1,699

 

0.13

 

Others

 

120,857

 

2.01

 

15,024

 

0.26

 

3,907

 

0.24

 

254

 

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes

 

2,996,051

 

49.81

 

3,467,798

 

56.98

 

118,279

 

7.13

 

5,943

 

0.45

 

Federal

 

1,592,318

 

26.47

 

1,954,384

 

32.11

 

118,133

 

7.12

 

5,734

 

0.44

 

State

 

1,399,415

 

23.27

 

1,508,453

 

24.78

 

84

 

0.01

 

150

 

0.01

 

Municipal

 

4,318

 

0.07

 

4,961

 

0.09

 

62

 

 

59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of external capital

 

739,031

 

12.29

 

687,969

 

11.30

 

24,927

 

1.51

 

59,396

 

4.46

 

Interest

 

687,798

 

11.44

 

637,395

 

10.47

 

24,414

 

1.47

 

58,967

 

4.43

 

Rentals

 

51,233

 

0.85

 

50,574

 

0.83

 

513

 

0.04

 

429

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of own capital

 

1,482,585

 

24.65

 

1,235,620

 

20.30

 

1,482,585

 

89.43

 

1,235,620

 

92.83

 

Retained earnings

 

1,482,585

 

24.65

 

1,235,620

 

20.30

 

1,482,585

 

89.43

 

1,235,620

 

92.83

 

 

 

6,014,771

 

100.00

 

6,086,311

 

100.00

 

1,657,843

 

100.00

 

1,330,992

 

100.00

 

 

15



Table of Contents

 

CONDENSED EXPLANATORY NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 2013

 

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

 

1.                  Operational context

 

Companhia Energética de Minas Gerais (“Cemig”, “the Holding Company”, 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 objects 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.

 

2.                  BASIS OF PREPARATION

 

2.1.                  Statement of compliance

 

The Individual Interim Financial Statements have been prepared in accordance with Technical Pronouncement 21 (R1) — Interim Reporting (Pronunciamento Técnico 21 — Demonstração Intermediária, or ‘CPC 21’); and the Consolidated Interim Financial statements have been prepared in accordance with both CPC 21 and International Accounting Standard IAS 34 — Interim Financial Reporting, issued by the International Accounting Standards Board (IASB). Both are also presented in a form compliant with the rules issued by the Brazilian Securities Commission (Comissão de Valores Imobilários, or CVM) applicable to preparation of interim financial statements for the Quarterly Information (Informações Trimestrais, or ITR).

 

This Interim Quarterly Information has been prepared according to principles, practices and criteria consistent with those adopted in the preparation of the annual accounting statements at December 31, 2011, except in relation to the new accounting pronouncements that came into force on January 1, 2013, which are dealt with in more detail in Explanatory Note 2, item 2.3, of this Interim Quarterly Information. Hence this Interim Accounting Information should be read in conjunction with those accounting statements, which were approved by the Executive Board on April 16, 2013 and filed with the CVM on that date, and were approved by the Ordinary and Extraordinary General Meetings of Stockholders held on April 30, 2013.

 

16



Table of Contents

 

The individual Interim financial statements of the holding company were prepared in accordance with BR GAAP. In the case of the consolidated statements, those practices differ from the IFRS applicable to the separate holding company interim financial statements in that under BR GAAP the investments in subsidiaries, affiliates and joint ventures are valued by the equity method, whereas under IFRS they are valued at cost or fair value.

 

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

 

2.2.                  New accounting pronouncements adopted starting in 2013

 

Due to the changes in accounting Pronouncements, the Company has adopted new accounting practices as from January 1, 2013 and, for the presentatiaon of these consolidated interim financial statement, these pratices were applied retrospectively. Below are the principal alterations that affect the financial statements.

 

CPC.33 (R1) and IAS 19 (revised) — Employee Benefits

 

These changes have altered the accounting of defined-benefit plans and severance benefits. 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 in Other comprehensive income and in Stockholders’ equity 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.

 

CPC 19 (R2) and IFRS 11 — Joint Arrangements

 

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. Under the previous criterion of IAS 31, a choice was allowed, for joint ventures, between accounting by the equity method or by the method of proportional consolidation.

 

As a result of adoption of this rule, the Company now accounts by the equity method all its holdings in entities in which the control is jointly held; and no longer uses the proportional consolidation method.

 

17



Table of Contents

 

Reclassification of accounting balances of June 30, 2012 and January 1, 2012

 

Some balances in the Consolidated Interim Accounting Information for the period ended June 30, 2012, originally issued on August 14, 2012, although not significant in scale, have been reclassified for the purposes of comparison with the Consolidated Interim Accounting Information for the period ended June 30, 2013.

 

The company decided to adjust the comparative balances at June 30, 2012, for presentation in the Consolidated Interim Accounting Information of June 30, 2012, with the aim of the maintaining the best comparison of balances.

 

Below we give a summary of the Consolidated Interim Accounting Information that has been reclassified, to provide optimum comprehension of the effects:

 

Jan. 1, 2012

 

Consolidated

 

Holding company

 

Statement of financial position

 

Published

 

Post-
retirement
obligations

 

Consolidation
criteria

 

Balance Re-
presented

 

Published

 

Post-
retirement
obligations

 

Balance Re-
presented

 

Current assets

 

8,531,649

 

 

(2,763,846

)

5,767,803

 

683,277

 

 

683,277

 

Noncurrent assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax and Social Contribution tax

 

1,235,869

 

33,824

 

(338,255

)

931,438

 

424,449

 

7,238

 

431,687

 

Investments

 

176,740

 

(13,025

)

6,187,594

 

6,351,309

 

11,994,523

 

(64,635

)

11,929,888

 

Other non-current assets

 

27,064,625

 

 

(10,493,853

)

16,570,772

 

1,362,756

 

 

1,362,756

 

Total non-current assets

 

28,477,234

 

20,799

 

(4,644,514

)

23,853,519

 

13,781,728

 

(57,397

)

13,724,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

12,169,346

 

 

(4,070,477

)

8,098,869

 

2,352,548

 

 

2,352,548

 

Noncurrent liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-retirement liabilities

 

2,186,568

 

99,483

 

(329,813

)

1,956,238

 

96,245

 

21,287

 

117,532

 

Other non-current liabilities

 

10,908,021

 

 

(3,008,070

)

7,899,951

 

271,264

 

 

271,264

 

Total non-current liabilities

 

13,094,589

 

99,483

 

(3,337,883

)

9,856,189

 

367,509

 

21,287

 

388,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation adjustments to Stockholders’ equity

 

1,086,154

 

(78,684

)

 

1,007,470

 

1,086,154

 

(78,684

)

1,007,470

 

Other components of Stockholders’ equity:

 

10,658,794

 

 

 

10,658,794

 

10,658,794

 

 

10,658,794

 

Total of stockholders’ equity

 

11,744,948

 

(78,684

)

 

11,666,264

 

11,744,948

 

(78,684

)

11,666,264

 

 

Dec. 31, 2012

 

Consolidated

 

Holding company

 

Statement of financial position

 

Published

 

Post-
retirement
obligations

 

Consolidation
criteria

 

Balance Re-
presented

 

Published

 

Post-
retirement
obligations

 

Balance Re-
presented

 

Current assets

 

11,990,079

 

 

(3,186,327

)

8,803,752

 

4,092,494

 

 

4,092,494

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax and Social Contribution tax

 

1,451,794

 

174,047

 

(321,921

)

1,303,920

 

357,354

 

35,283

 

392,637

 

Investments

 

225,599

 

(55,852

)

6,685,506

 

6,855,253

 

12,253,148

 

(425,581

)

11,827,567

 

Other non-current assets

 

27,105,489

 

 

(11,498,533

)

15,606,956

 

353,350

 

 

353,350

 

Total non-current assets

 

28,782,882

 

118,195

 

(5,134,948

)

23,766,129

 

12,963,852

 

(390,298

)

12,573,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

14,307,372

 

 

(1,509,066

)

12,798,306

 

4,701,732

 

 

4,701,732

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and Social Contribution tax

 

947,870

 

(51,699

)

(588,983

)

307,188

 

 

 

 

Post-employment obligations

 

2,229,081

 

663,960

 

(318,093

)

2,574,948

 

101,965

 

103,768

 

205,733

 

Other non-current liabilities

 

11,244,576

 

 

 

(5,905,133

)

5,339,443

 

208,587

 

 

208,587

 

Total non-current liabilities

 

14,421,527

 

612,261

 

(6,812,209

)

8,221,579

 

310,552

 

103,768

 

414,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation adjustments to Stockholders’ equity

 

968,945

 

(494,066

)

 

474,879

 

968,945

 

(494,066

)

474,879

 

Other components of Stockholders’ equity

 

11,075,117

 

 

 

11,075,117

 

11,075,117

 

 

11,075,117

 

Total of stockholders’ equity

 

12.044.062

 

(494.066

)

 

11.549.996

 

12.044.062

 

(494.066

)

11.549.996

 

 

18



Table of Contents

 

Jan–Jun 2012    (‘1H12’)

 

Consolidated

 

Profit and loss account

 

Published

 

Consolidation criteria

 

Balance re-presented

 

Revenue

 

8,562,335

 

(1,907,292

)

6,655,043

 

Operational costs

 

 

 

 

 

 

 

Cost of electricity

 

(3,234,646

)

862,439

 

(2,372,207

)

Cost of operation

 

(2,148,988

)

313,097

 

(1,835,891

)

Total cost

 

(5,383,634

)

1,175,536

 

(4,208,098

)

Gross profit

 

3,178,701

 

(731,756

)

2,446,945

 

Operational expenses

 

(787,412

)

185,953

 

(601,459

)

Equity gain (loss) in subsidiaries

 

(1,458

)

239,144

 

237,686

 

Profit before Financial revenue (expenses) and taxes

 

2,389,831

 

(306,659

)

2,083,172

 

Financial revenue (expenses)

 

(564,712

)

223,843

 

(340,869

)

Pretax profit

 

1,825,119

 

(82,816

)

1,742,303

 

Income tax and Social Contribution tax

 

(589,499

)

82,816

 

(506,683

)

PROFIT (LOSS) FOR THE PERIOD

 

1,235,620

 

 

1,235,620

 

 

April–June 2013  (‘2Q13’)

 

Consolidated

 

Profit and loss account

 

Published

 

Consolidation criteria

 

Balance re-presented

 

Revenue

 

4,413,940

 

(950,826

)

3,463,114

 

Operational costs

 

 

 

 

 

 

 

Cost of electricity

 

(1,745,655

)

449,459

 

(1,296,196

)

Cost of operation

 

(1,112,149

)

166,358

 

(945,791

)

Total cost

 

(2,857,804

)

615,817

 

(2,241,987

)

Gross profit

 

1,556,136

 

(335,009

)

1,221,127

 

Operational expenses

 

(368,180

)

98,948

 

(269,232

)

Equity gain (loss) in subsidiaries

 

(656

)

88,999

 

88,343

 

Operational profit before Financial revenue (expenses) and taxes

 

1,187,300

 

(147,062

)

1,040,238

 

Financial revenue (expenses)

 

(302,632

)

120,951

 

(181,681

)

Pretax profit

 

884,668

 

(26,111

)

858,557

 

Income tax and Social Contribution tax

 

(280,436

)

26,111

 

(254,325

)

PROFIT (LOSS) FOR THE PERIOD

 

604,232

 

 

604,232

 

 

Jan–Jun 2012    (‘1H12’)

 

Consolidated and Holding Company

 

Statement of Comprehensive Income

 

Published

 

Consolidation criteria

 

Balance re-presented

 

PROFIT (LOSS) FOR THE PERIOD

 

1,235,620

 

 

1,235,620

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

4,240

 

(4,240

)

 

 

 

 

 

 

 

 

 

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

 

 

3,633

 

3,633

 

 

 

 

 

 

 

 

 

Cash flow hedge instruments

 

(921

)

921

 

 

Deferred income tax and Social Contribution tax

 

313

 

(313

)

 

COMPREHENSIVE INCOME FOR THE PERIOD

 

1,239,252

 

(1,239,252

)

 

 

April–June 2013  (‘2Q13’)

 

Consolidated and Holding Company

 

Statement of Comprehensive Income

 

Published

 

Consolidation criteria

 

Balance re-presented

 

PROFIT (LOSS) FOR THE PERIOD

 

604,232

 

 

604,232

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

 

 

 

 

Foreign exchange conversion differences on transactions outside Brazil

 

6,251

 

(6,251

)

 

 

 

 

 

 

 

 

 

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

 

 

5,746

 

5,746

 

 

 

 

 

 

 

 

 

Cash flow hedge instruments

 

(766

)

766

 

 

Deferred income tax and Social Contribution tax

 

260

 

(260

)

 

COMPREHENSIVE INCOME FOR THE PERIOD

 

609,977

 

1

 

609,978

 

 

19



Table of Contents

 

Jan–Jun 2012    (‘1H12’)

 

Consolidated

 

Statments of Cash Flows

 

Published

 

Consolidation criteria

 

Balance re-
presented

 

Net cash from operational activities

 

1,745,889

 

(439,983

)

1,305,906

 

Net cash used in (from) financial activities

 

(554,633

)

(386,257

)

(940,890

)

Net cash used in (from) investment activities

 

(1,718,476

)

348,236

 

(1,370,240

)

Net changes in cash anda cash equivalents

 

(527,220

)

(478,004

)

(1,005,224

)

 

 

 

 

 

 

 

 

Cash anda cash equivalents in the beginning of the year

 

2,862,490

 

(758,620

)

2,103,870

 

Cash anda cash equivalents in the end of the year

 

2,335,270

 

(1,236,624

)

1,098,646

 

Net changes in cash anda cash equivalents

 

(527,220

)

(478,004

)

(1,005,224

)

 

Jan–Jun 2012    (‘1H12’)

 

 

 

Consolidated

 

Holding Company

 

 

 

 

 

 

 

Consolidation

 

Balance re-

 

 

 

Consolidation

 

Balance re-

 

Statements of Added Value

 

Note

 

Published

 

criteria

 

presented

 

Published

 

criteria

 

presented

 

Revenue

 

 

 

12,292,593

 

(2,599,942

)

9,692,651

 

161

 

 

161

 

Inputs Acquired From Third Parties

 

 

 

(4,828,996

)

1,061,276

 

(3,767,720

)

(5,270

)

(270

)

(5,540

)

Retentions

 

 

 

(482,715

)

111,400

 

(371,315

)

(185

)

 

(185

)

Added Value Received by Transfer

 

a

 

444,421

 

88,274

 

532,695

 

1,337,652

 

(1,096

)

1,336,556

 

Added Value to be Distributed

 

 

 

7,425,303

 

(1,338,992

)

6,086,311

 

1,332,358

 

(1,366

)

1,330,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribuition of Added Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

 

 

744,286

 

(49,362

)

694,924

 

30,303

 

(270

)

30,033

 

Taxes

 

a

 

4,382,761

 

(914,963

)

3,467,798

 

7,039

 

(1,096

)

5,943

 

Remuneration of external capital

 

a

 

1,062,636

 

(374,667

)

687,969

 

59,396

 

 

59,396

 

Remuneration of own capital

 

 

 

1,235,620

 

 

1,235,620

 

1,235,620

 

 

1,235,620

 

Distributed Added Value

 

 

 

7,425,303

 

(1,338,992

)

6,086,311

 

1,332,358

 

(1,366

)

1,330,992

 

 

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

 

a)             Segregation of the Company’s investments into fixed assets, intangible assets and financial assets of the concession according to the nature of expenditures.

 

20



Table of Contents

 

2.3.                  Correlation between the Explanatory Notes published in the Complete Annual Financial Statements and the Interim statements

 

The correlation between the Explanatory Notes published in the Complete annual Financial Statements at December 31, 2012 and the Interim statements at June 30, 2013 is shown below.

 

The Company believes that this Quarterly Information presents the material updating of information relating to its financial position, and to its performance in the quarter ended June 30, 2013, in compliance with the requirements for disclosure stated by CVM Circular Letter SNC/SEP 003/2011.

 

No. of the Explanatory Note

 

 

Full-year (DFP) 
Statement for 2012

 

ITR of 2Q13

 

Title of Explanatory Note

1

 

1

 

Operational context

2

 

2

 

Basis of preparation

3

 

3

 

Principles of consolidation

5

 

32

 

Operational segments

6

 

4

 

Cash and cash equivalents

7

 

5

 

Securities

8

 

6

 

Consumers and Traders

9

 

7

 

Recoverable taxes

10

 

8

 

Income tax and Social Contribution tax

11

 

9

 

Escrow deposits in litigation

12

 

11

 

Accounts receivable from the Minas Gerais state government; the Receivables Fund

13

 

12

 

Financial Assets of the Concession

14

 

13

 

Investments

15

 

14

 

Property, plant and equipment

16

 

15

 

Intangible assets

17

 

16

 

Suppliers

18

 

17

 

Taxes and Social Contribution tax

19

 

18

 

Loans, financings and debentures

20

 

19

 

Regulatory charges

21

 

20

 

Post-retirement obligations

22

 

21

 

Provisions

23

 

22

 

Stockholder’s equity and remuneration to stockholders

24

 

23

 

Revenue

25

 

24

 

Operational costs and expenses

26

 

25

 

Financial revenue and expenses

27

 

26

 

Related party transactions

28

 

27

 

Financial instruments and risk management

29

 

28

 

Measurement at fair value

(*)

 

29

 

Effects of Provisional Measure 579 of September 11, 2012 (converted into Law 12783 of January 11, 2013)

34

 

31

 

Subsequent event

 


(*) Included in the group of financial statements as from first quarter of 2013.

 

The Explanatory Notes of the 2012 annual report that were not included in this present Quarterly Information because they had no material changes, and/or were not applicable to the interim information, are as follows:

 

Note number

 

Title of Explanatory Note

4

 

Concession and the effects of Provisional Measure 579 of September 11, 2012 (converted into Law 12783 of January 11, 2013)

30

 

Insurance

31

 

Commitments

33

 

Cash flow statement

 

21



Table of Contents

 

3.                  PRINCIPLES OF CONSOLIDATION

 

The dates of the Interim Financial Statements of the subsidiaries, used for calculation of equity gains (losses) and consolidation, coincide with those of the Company.

 

The Company uses the criteria of full consolidation; the direct holdings of Cemig included in the consolidation are as follows

 

 

 

 

 

June 30, 2013

 

Dec. 31, 2012

 

Subsidiaries 

 

Form of
valuation

 

Direct
interest
(%)

 

Indirect
interest
(%)

 

Direct
interest
(%)

 

Indirect
interest
(%)

 

Cemig Geração e Transmissão

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig Distribuição

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig Telecom

 

Consolidation

 

100.00

 

 

100.00

 

 

Rosal Energia

 

Consolidation

 

100.00

 

 

100.00

 

 

Sá Carvalho

 

Consolidation

 

100.00

 

 

100.00

 

 

Horizontes Energia

 

Consolidation

 

100.00

 

 

100.00

 

 

Usina Térmica Ipatinga

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig PCH

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig Capim Branco Energia

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig Trading

 

Consolidation

 

100.00

 

 

100.00

 

 

Efficientia

 

Consolidation

 

100.00

 

 

100.00

 

 

Central Termelétrica de Cogeração

 

Consolidation

 

100.00

 

 

100.00

 

 

UTE Barreiro

 

Consolidation

 

100.00

 

 

100.00

 

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

Consolidation

 

100.00

 

 

100.00

 

 

Cemig Serviços

 

Consolidation

 

100.00

 

 

100.00

 

 

 

4.                  CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-
presented

 

Bank accounts

 

76,039

 

73,352

 

87,448

 

3,729

 

6,065

 

6,664

 

Cash investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

1,516,245

 

1,785,305

 

1,762,162

 

383,387

 

1,046,728

 

191,004

 

Other

 

37,774

 

60,468

 

254,260

 

10,257

 

4,329

 

29,027

 

 

 

1,554,019

 

1,845,773

 

2,016,422

 

393,644

 

1,051,057

 

220,031

 

 

 

1,630,058

 

1,919,125

 

2,103,870

 

397,373

 

1,057,122

 

226,695

 

 

Cash investments are transactions carried out with Brazilian institutions, and international financial institutions with branch offices in Brazil, at normal market conditions and rates. All the transactions are liquid, promptly convertible into a known amount of cash, are subject to insignificant risk of change in value, and have no restrictions on use. Bank Certificates of Deposit (CDBs), with fixed or floating rates, and Time Deposits with Special Guarantee (Depósitos a Prazo com Garantia Especial, or DPGEs), are remunerated at a percentage (varying from 97% to 105%) of the CDI rate (Interbank Rate, for Certificados de Depósito Interbancário, or CDs) published by the Custody and Settlement Chamber (Câmara de Custódia e Liquidação, or Cetip). Repo transactions state, in their trading notes, the Bank’s commitment to repurchase the security, at sight, on the maturity date of the transaction, or earlier, at the Company’s option.

 

The Company’s exposure to interest rate risk and an analysis of sensitivity of financial assets and liabilities are given in Explanatory Note 27.

 

22



Table of Contents

 

5.                  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

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Cash investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

1,593,270

 

378,576

 

356,327

 

869,383

 

3,845

 

180,000

 

Financial Notes – Banks

 

995,646

 

220,606

 

 

270,367

 

19,276

 

 

Debentures

 

53,867

 

56,081

 

 

14,627

 

3,979

 

 

Other

 

13,313

 

1,879

 

 

3,665

 

263

 

 

 

 

2,656,096

 

657,142

 

356,327

 

1,158,042

 

27,363

 

180,000

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

31,616

 

7,553

 

 

8,585

 

4

 

 

Financial Notes – Banks

 

135,267

 

76,996

 

 

36,732

 

6,017

 

 

Debentures

 

 

1,715

 

 

 

123

 

 

Other

 

7,010

 

12,852

 

 

972

 

1,483

 

 

 

 

173,893

 

99,116

 

 

46,289

 

7,627

 

 

 

 

2,829,989

 

756,258

 

356,327

 

1,204,331

 

34,990

 

180,000

 

 

Classification of these securities in accordance with the categories specified in the accounting rules is presented in Explanatory Note 27.

 

6.                  CONSUMERS AND TRADERS

 

 

 

Consolidated

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1,
2012

Re-
presented

 

Invoiced supply

 

1,734,310

 

1,769,363

 

1,725,958

 

Supply not yet invoiced

 

362,807

 

513,926

 

498,832

 

Wholesale supply to other concession holders

 

403,100

 

290,136

 

241,302

 

(–) Allowance for doubtful accounts

 

(503,461

)

(494,146

)

(336,921

)

 

 

1,996,756

 

2,079,279

 

2,129,171

 

 

 

 

 

 

 

 

 

Current assets

 

1,741,930

 

1,858,129

 

2,067,349

 

Non-current assets

 

254,826

 

221,150

 

61,822

 

 

The variation in the line Wholesale supply to other concession holders refers mainly to the delay in settlement of the accounting of the CCEE carried out in April, as determined by Aneel under Law 12783/12 which altered the shares of the distributors and the closing dates of contracts.

 

The Company’s exposure to credit risk related to Consumers and traders is given in Explanatory Note 27.

 

23



Table of Contents

 

The Provision for Doubtful Receivables is considered to be sufficient to cover any losses in the realization of these assets. By consumer category, they break down as follows:

 

Allowance (provision) for doubtful receivables

 

June 30,
2013

 

Dec. 31,
2012

Re-
presented

 

Jan. 1, 2012
Re-presented

 

Residential

 

140,000

 

134,512

 

118,206

 

Industrial

 

234,239

 

230,474

 

83,533

 

Commercial, services and others

 

80,465

 

80,607

 

80,813

 

Rural

 

17,349

 

17,832

 

17,916

 

Public authorities

 

4,956

 

4,305

 

4,726

 

Public illumination

 

11,281

 

12,182

 

13,693

 

Public service

 

10,673

 

9,667

 

12,126

 

Other

 

4,498

 

4,567

 

5,908

 

 

 

503,461

 

494,146

 

336,921

 

 

Changes in the Allowance for doubtful receivables were as follows:

 

 

 

Dec. 31, 2012
Re-presented

 

New 
provisions

 

Retired

 

June 30,
2013

 

Allowance for doubtful receivables

 

494,146

 

34,501

 

(25,186

)

503,461

 

 

7.                  RECOVERABLE TAXES

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-
presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

116,941

 

115,179

 

101,961

 

3,429

 

3,429

 

3,843

 

PIS and Pasep taxes

 

8,764

 

7,399

 

10,507

 

6

 

 

 

Cofins tax

 

40,379

 

87,808

 

111,810

 

27

 

57,282

 

67,342

 

Other

 

6,981

 

6,360

 

4,276

 

1,384

 

1,389

 

1,385

 

 

 

173,065

 

216,746

 

228,554

 

4,846

 

62,100

 

72,570

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

234,240

 

222,851

 

203,402

 

4,754

 

4,754

 

4,334

 

PIS and Pasep taxes

 

26,474

 

29,455

 

13,254

 

 

 

 

Cofins tax

 

122,167

 

139,301

 

64,596

 

3

 

3

 

 

Other

 

 

1

 

 

 

 

 

 

 

382,881

 

391,608

 

281,252

 

4,757

 

4,757

 

4,334

 

 

 

555,946

 

608,354

 

509,806

 

9,603

 

66,857

 

76,904

 

 

The credits of ICMS tax, and the PIS, Pasep and Cofins taxes arise mainly from acquisitions of property, plant and equipment, which can be offset over 48 months.

 

24



Table of Contents

 

8.                  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 advance payments made in 2013, which will be offset against federal taxes payable, to be calculated for the year 2013, posted in Taxes.

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

156,526

 

171,248

 

103,461

 

 

 

 

Social Contribution tax

 

19,931

 

57,720

 

31,760

 

 

 

 

 

 

176,457

 

228,968

 

135,221

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

18,943

 

25,462

 

17,211

 

18,943

 

25,462

 

17,211

 

Social Contribution tax

 

32,217

 

2,449

 

2,337

 

32,217

 

2,449

 

2,337

 

 

 

51,160

 

27,911

 

19,548

 

51,160

 

27,911

 

19,548

 

 

 

227,617

 

256,879

 

154,769

 

51,160

 

27,911

 

19,548

 

 

b)                 Deferred income tax and Social Contribution tax

 

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

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-
presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-
presented

 

Tax credits

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax loss carryforwards

 

249,093

 

285,629

 

337,861

 

248,716

 

285,629

 

337,861

 

Provisions

 

100,791

 

82,511

 

95,990

 

49,359

 

42,057

 

55,697

 

Post-retirement obligations

 

632,431

 

616,380

 

403,131

 

58,319

 

57,175

 

27,045

 

Allowance for doubtful receivables

 

181,634

 

178,125

 

123,988

 

8,222

 

7,628

 

8,629

 

Taxes payable — suspended liability (1)

 

179,217

 

179,217

 

179,257

 

 

 

 

Paid concession

 

63,075

 

64,790

 

61,941

 

 

 

 

CVA – IFRS

 

73,933

 

 

 

 

 

 

Regulatory assets not recognized by IFRS

 

 

 

168,344

 

 

 

 

 

Other

 

31,331

 

26,490

 

45,082

 

2,004

 

2,206

 

2,455

 

Total

 

1,511,505

 

1,601,486

 

1,247,250

 

366,620

 

394,695

 

431,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

Funding cost

 

(4,682

)

(5,476

)

(4,303

)

 

(2,058

)

 

Foreign exchange variations

 

(18,345

)

(20,485

)

(17,645

)

 

 

 

Attributed cost

 

(363,486

)

(385,024

)

(441,950

)

 

 

 

Adjustment to present value

 

(82,324

)

(83,725

)

(80,483

)

 

 

 

CVA – IFRS

 

 

 

(82,078

)

 

 

 

 

Borrowing costs, capitalized

 

(34,802

)

(27,261

)

(21,248

)

 

 

 

Taxes on income not redeemed — Presumed Profit method

 

(2,327

)

(1,939

)

(1,410

)

 

 

 

Transmission companies: Indemnity gain

 

(80,844

)

(80,844

)

 

 

 

 

Total

 

(586,810

)

(604,754

)

(649,117

)

 

(2,058

)

 

Total, net

 

924,695

 

996,732

 

598,133

 

366,620

 

392,637

 

431,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

1,200,897

 

1,303,920

 

931,438

 

366,620

 

392,637

 

431,687

 

Total liabilities

 

(276,202

)

(307,188

)

(333,305

)

 

 

 

 

25



Table of Contents

 

c)                  Reconciliation of the expense on income tax and the Social Contribution tax

 

This table shows the reconciliation of the nominal expense on income tax (rate 25%) and Social Contribution tax (rate 9%) with the actual expense, shown in the Profit and loss account:

 

 

 

Consolidated

 

Holding company

 

 

 

 

 

1H12 

 

1H13

 

1H12

 

 

 

1H13

 

Re-presented

 

Re-presented

 

Re-presented

 

Profit before income tax and Social Contribution tax

 

2,140,888

 

1,742,303

 

1,594,919

 

1,235,726

 

Income tax and Social Contribution tax — nominal expense

 

(727,902

)

(592,383

)

(542,272

)

(420,147

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

57,672

 

80,813

 

426,684

 

429,662

 

Interest on Equity received from investees

 

(12,304

)

(4,027

)

 

(4,027

)

Non-deductible contributions and donations

 

(2,054

)

(2,410

)

(7

)

(130

)

Tax incentives

 

9,131

 

9,588

 

287

 

 

Tax credits not recognized

 

4,151

 

(8,556

)

200

 

(9,190

)

Difference between Presumed Profit and Real Profit

 

17,188

 

12,204

 

 

 

Adjustment to income tax and Social Contribution tax — prior year

 

(1,366

)

1,407

 

(487

)

1,407

 

Other

 

(2,819

)

(3,319

)

3,261

 

2,319

 

Income tax and Social Contribution — effective gain (expense)

 

(658,303

)

(506,683

)

(112,334

)

(106

)

Effective rate

 

30.75

%

29.08

%

7.04

%

0.01

%

 

 

 

 

 

 

 

 

 

 

Current tax

 

(584,980

)

(665,367

)

(86,319

)

 

Deferred tax

 

(73,323

)

158,684

 

(26,015

)

(106

)

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12
Re-presented

 

2Q13

 

2Q12
Re-presented

 

Profit before income tax and Social Contribution tax

 

916,680

 

858,557

 

737,685

 

608,800

 

Income tax and Social Contribution tax — nominal expense

 

(311,671

)

(291,909

)

(250,812

)

(206,992

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

1,178

 

30,036

 

128,526

 

208,939

 

Interest on Equity received from investees

 

(12,304

)

(4,027

)

 

(4,027

)

Non-deductible contributions and donations

 

(1,629

)

(1,907

)

(4

)

(127

)

Tax incentives

 

6,806

 

6,948

 

272

 

 

Tax credits not recognized

 

3,653

 

(4,433

)

130

 

(4,883

)

Difference between Presumed Profit and Real Profit

 

17,188

 

12,204

 

 

 

Adjustment to income tax and Social Contribution tax — prior year

 

(1,366

)

1,407

 

(487

)

1,407

 

Other

 

(1,297

)

(2,644

)

1,928

 

1,115

 

Income tax and Social Contribution — effective gain (expense)

 

(299,442

)

(254,325

)

(120,447

)

(4,568

)

Effective rate

 

32,67

%

29,62

%

16,33

%

0,75

%

 

 

 

 

 

 

 

 

 

 

Current tax

 

(246,590

)

(338,140

)

(84,423

)

 

Deferred tax

 

(52,852

)

83,815

 

(36,024

)

(4,568

)

 

26



Table of Contents

 

9.                  ESCROW DEPOSITS IN LEGAL ACTIONS

 

Deposits linked to legal actions are mainly related to contingencies for employment-law litigation and tax claims.

 

Escrow deposits relating to tax obligations are mainly for cases involving income tax withheld at source on Interest on Equity, and the question of exclusion of the ICMS tax from the basis of calculation for the liability for Pasep and Cofins taxes.

 

 

 

Consolidated

 

Holding company

 

 

 

June 30, 2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Employment law cases

 

280,513

 

237,780

 

206,646

 

27,596

 

27,034

 

24,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax issues

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax on Interest on Equity

 

14,478

 

14,774

 

14,010

 

 

 

 

ITCD (b)

 

 

120,096

 

115,918

 

 

120,096

 

115,918

 

Pasep and Cofins taxes (a)

 

719,720

 

719,180

 

719,470

 

 

 

 

Other

 

64,452

 

50,398

 

38,948

 

55,845

 

44,219

 

34,696

 

 

 

798,650

 

904,448

 

888,346

 

55,845

 

164,315

 

150,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory

 

33,329

 

33,151

 

33,852

 

13,138

 

12,704

 

21,070

 

Third party liability

 

14,450

 

7,806

 

28,587

 

12,412

 

6,464

 

7,165

 

Consumer regulations (Recon)

 

2,643

 

1,833

 

13,392

 

863

 

74

 

11,653

 

Court embargo

 

57,139

 

110,198

 

94,685

 

30,581

 

55,688

 

50,172

 

Other

 

3,179

 

5,291

 

10,724

 

2,902

 

4,423

 

10,658

 

 

 

110,740

 

158,279

 

181,240

 

59,896

 

79,353

 

100,718

 

 

 

1,189,903

 

1,300,507

 

1,276,232

 

143,337

 

270,702

 

275,721

 

 


(a)         The balances of the escrow deposits relating to the Pasep and Cofins taxes have a corresponding provision in Taxes. For more details, please see Explanatory Note 17.

(b)         The Company received the duly updated amount corresponding to the escrow deposit related to the contingency for ITCD tax, as a result of judgment being awarded in favor of the Company in an action on whether this tax was applicable to amounts received as contribution to works made by consumers.

 

10.           FUNDS RECEIVED FROM THE ENERGY DEVELOPMENT ACCOUNT (CDE)

 

Due to the low level of the reservoirs of the hydroelectric plants, and the consequent increase in the price of electricity, which had a significant effect on the cost of electricity bought by distributors throughout Brazil, the Brazilian federal government issued Decree 7945 (of March 7, 2013), which ordered payment of funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE), to cover, principally, the costs arising from dispatching of the thermoelectric plants.

 

The above amounts were recognized in the Profit and loss account as Offsetting of cost of electricity bought. The balance of the amounts of these incoming funds was presented in the Statement of financial position at June 30, 2013, in the amount of R$ 102,904, for the period April through June 2013, and this amount was received in full, in two tranches, one in July and the other in August, 2013.

 

27



Table of Contents

 

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

 

On November 20, 2012, the government of the State of Minas Gerais and the Company signed a Commitment Undertaking to arrange for early payment of the total of the obligations under the CRC contract. A discount of approximately 35% was applied to the updated debtor balance for cash payment by the State of Minas Gerais into the account of the Company.

 

In the commitment agreement, the State of Minas Gerais recognized and stated its liability for the debit arising from the CRC contract, in the total amount of R$ 6,282,551, on the base date of October 31, 2012, resulting, after application of a discount of 35%, in the amount of R$ 4,083,658. This amount was a adjusted for monetary variation and addition of the interest specified in the CRC contract, subject to a limit of up to 30 business days from inflow of funds from each of the loans contracted by Minas Gerais State to finance the transaction.

 

On December 31, 2012 the amount of R$ 4,083,658, plus interest and monetary updating, resulted in a total of R$ 4,167,907, which after deduction of the amount of receivables from the FIDC (R$ 1,785,045), generated a financial gain of R$ 2,382,862, which was recorded in the profit and loss account for 2012.

 

Of the amount to be paid by the State to the Company, the State retained, and paid to the federal government, the amount of R$ 403,162, for the agreed Settlement to terminate a legal action between Cemig and the federal government related to the now-extinct CRC Account.

 

This table shows the amounts involved in this set of transactions:

 

 

 

Consolidated
and
Holding company

 

 

 

 

 

Amount received from the FIDC (Receivables Fund)

 

1,785,045

 

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

 

2,382,862

 

Amount retained by Minas Gerais State to settle Cemig’s litigation with federal gov’t re CRC Account

 

(403,162

)

Net amounts settled by Minas Gerais State

 

(1,342,646

)

Balance at December 31, 2012

 

2,422,099

 

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

 

43,547

 

Net amounts settled by Minas Gerais State in first quarter of 2013

 

(2,465,646

)

Balance at June 30, 2013

 

 

 

28



Table of Contents

 

12.                     FINANCIAL ASSETS OF THE CONCESSION

 

As mentioned in Item 2.6 (g) of Explanatory Note 2 to the financial statements at December 31, 2012, the distribution, transmission and gas concession contracts of the Company and its jointly-controlled subsidiary are within the criteria for application of Technical Interpretation ICPC 01 (IFRIC 12), which deals with the accounting of concessions, and refers to infrastructure in which investment has been made that will be the subject of indemnity by the concession-granting power, during the period of the concessions and at their termination, as set out in the regulatory framework of the electricity sector, and in the concession contract signed with Aneel by Cemig and its jointly-controlled subsidiaries.

 

Of the amounts recorded under this line, R$ 542,081 refers to the indemnity specified for transmission assets formed up to May 2000, receipt of which is scheduled for a period of 30 years, with payment criteria yet to be decided by the concession-granting power.

 

The remaining balance refers to investments in transmission that will be remunerated through tariffs, as established by Aneel through specific authorizations.

 

The balances of the financial assets are as follows:

 

Consolidated

 

Balances on
June 30, 2013

 

Balances on Dec. 31,
2012

Re-presented

 

Jan. 1, 2012
Re-presented

 

Distribution concessions

 

4,941,718

 

4,757,735

 

3,118,126

 

Newer transmission concessions

 

46,127

 

47,259

 

49,910

 

Older / Renewed transmission concessions

 

715,738

 

958,161

 

708,428

 

Total

 

5,703,583

 

5,763,155

 

3,876,464

 

 

 

 

 

 

 

 

 

Current assets

 

2,254

 

287,692

 

42,106

 

Non-current assets

 

5,701,329

 

5,475,463

 

3,834,358

 

 

The movement in financial assets was as follows:

 

 

 

Consolidated

 

Balances on December 31, 2012

 

5,763,155

 

Additions

 

46,233

 

Amounts written off

 

(4,136

)

Transfers

 

187,796

 

Amounts received

 

(286,644

)

Other

 

(2,821

)

Balance at June 30, 2013

 

5,703,583

 

 

29



Table of Contents

 

13.                     INVESTMENTS

 

The table below gives a summary of the financial information in subsidiaries, affiliated companies and jointly-controlled enterprises.  The information presented below has been adjusted by the percentage of the stake or interest held by the Company.

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

June 30, 2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Cemig Geração e Transmissão

 

 

 

 

5,914,481

 

5,394,624

 

5,072,962

 

Hidrelétrica Cachoeirão

 

34,498

 

32,435

 

26,702

 

 

 

 

Guanhães Energia

 

54,118

 

20,001

 

10,443

 

 

 

 

Hidrelétrica Pipoca

 

24,723

 

20,419

 

19,511

 

 

 

 

Cemig Baguari Energia

 

12

 

17

 

22

 

 

 

 

Madeira Energia

 

547,288

 

427,944

 

165,558

 

 

 

 

Lightger

 

42,005

 

40,265

 

39,084

 

 

 

 

Baguari Energia

 

199,827

 

193,828

 

198,041

 

 

 

 

EBTE

 

 

153,618

 

143,770

 

 

 

 

Central Eólica Praias de Parajuru

 

58,588

 

59,991

 

61,546

 

 

 

 

Central Eólica Volta do Rio

 

72,870

 

74,136

 

82,392

 

 

 

 

Central Eólica Praias de Morgado

 

59,961

 

62,352

 

63,629

 

 

 

 

Taesa

 

2,121,460

 

2,251,093

 

2,060,362

 

 

 

 

Amazônia Energia

 

272,211

 

203,272

 

105,364

 

 

 

 

Cemig Distribuição

 

 

 

 

2,585,959

 

2,193,779

 

2,617,968

 

Light

 

1,087,390

 

1,104,282

 

1,157,578

 

1,087,390

 

1,104,282

 

1,147,158

 

Cemig Telecom

 

 

 

 

248,699

 

247,976

 

287,909

 

Ativas Data Center

 

4,397

 

 

 

 

 

 

Gasmig

 

547,480

 

508,077

 

444,991

 

547,480

 

508,077

 

444,991

 

Rosal Energia

 

 

 

 

143,696

 

145,252

 

158,676

 

Sá Carvalho

 

 

 

 

113,792

 

123,898

 

123,571

 

Horizontes Energia

 

 

 

 

73,837

 

77,404

 

73,203

 

Usina Térmica Ipatinga

 

 

 

 

23,557

 

25,895

 

37,577

 

Cemig PCH

 

 

 

 

87,734

 

91,866

 

95,228

 

Cemig Capim Branco Energia

 

 

 

 

122,319

 

125,568

 

42,592

 

Epícares Empreendimentos e Participações Ltda

 

94,184

 

 

 

 

 

 

Companhia Transleste de Transmissão

 

26,474

 

26,516

 

24,020

 

26,474

 

26,516

 

24,020

 

UTE Barreiro

 

 

 

 

32,827

 

33,022

 

23,034

 

Companhia Transudeste de Transmissão

 

13,312

 

13,542

 

13,150

 

13,312

 

13,542

 

13,150

 

Empresa de Comercialização de Energia Elétrica

 

 

 

 

6,744

 

12,368

 

239

 

Companhia Transirapé de Transmissão

 

11,868

 

11,528

 

10,525

 

11,868

 

11,528

 

10,525

 

Transchile

 

50,909

 

47,840

 

42,850

 

50,909

 

47,840

 

42,850

 

Efficientia

 

 

 

 

8,798

 

10,954

 

11,334

 

Cemig Comercializadora de Energia Incentivada

 

 

 

 

5,838

 

6,006

 

6,348

 

Companhia de Transmissão Centroeste de Minas

 

19,545

 

21,329

 

20,912

 

19,545

 

21,329

 

20,912

 

Cemig Trading

 

 

 

 

29,920

 

21,652

 

13,008

 

Empresa Paraense de Transmissão de Energia-ETEP

 

 

131,656

 

132,203

 

 

131,656

 

132,203

 

Empresa Norte de Transmissão de Energia-ENTE

 

 

304,432

 

307,211

 

 

304,432

 

307,211

 

Empresa Regional de Transmissão de Energia-ERTE

 

 

72,853

 

73,432

 

 

72,853

 

73,432

 

Empresa Amazonense de Transmissão de Energia-EATE

 

 

670,304

 

672,559

 

 

670,304

 

672,559

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

 

42,677

 

44,983

 

 

42,677

 

44,983

 

Axxiom Soluções Tecnológicas

 

4,562

 

4,958

 

4,253

 

4,562

 

4,958

 

4,253

 

Cemig Serviços

 

 

 

 

327

 

1,421

 

2,310

 

Parati

 

358,140

 

355,888

 

358,459

 

358,140

 

355,888

 

358,459

 

Gasmig (Investment in progress)

 

 

 

67,759

 

 

 

67,223

 

 

 

5,705,822

 

6,855,253

 

6,351,309

 

11,518,208

 

11,827,567

 

11,929,888

 

 

30



Table of Contents

 

a)                 This table shows the movement of investments in subsidiaries and jointly-controlled subsidiaries:

 

 

 

Dec. 31,
2011

Presented

 

Effect of
CPC 33 on
Post-
employment
benefits

 

Jan. 1, 2012
Re-presented

 

Dec. 31,
2012

Presented

 

Effect of
CPC 33 on
Post-
employment
benefits

 

Dec. 31,
2012

Re-
presented

 

Equity gain
(loss) in
subsidiaries
(Profit and
loss account)

 

Equity gain
(loss) in
subsidiaries
(Other
comprehensive
income)

 

Sale of TBE

 

Dividends

 

June 30, 
2013

 

Cemig Geração e Transmissão

 

5,086,076

 

(13,114

)

5,072,962

 

5,494,981

 

(100,357

)

5,394,624

 

608,431

 

 

 

(88,574

)

5,914,481

 

Cemig Distribuição

 

2,656,463

 

(38,495

)

2,617,968

 

2,463,149

 

(269,370

)

2,193,779

 

392,180

 

 

 

 

2,585,959

 

Cemig Telecom

 

287,909

 

 

287,909

 

247,976

 

 

247,976

 

891

 

(168

)

 

 

248,699

 

Rosal Energia

 

158,676

 

 

158,676

 

145,252

 

 

145,252

 

12,260

 

 

 

(13,816

)

143,696

 

Sá Carvalho

 

123,571

 

 

123,571

 

123,898

 

 

123,898

 

15,030

 

 

 

(25,136

)

113,792

 

Gasmig

 

444,991

 

 

444,991

 

508,077

 

 

508,077

 

39,403

 

 

 

 

547,480

 

Horizontes Energia

 

73,203

 

 

73,203

 

77,404

 

 

77,404

 

2,812

 

 

 

(6,379

)

73,837

 

Usina Térmica Ipatinga

 

37,577

 

 

37,577

 

25,895

 

 

25,895

 

6,007

 

 

 

(8,345

)

23,557

 

Cemig PCH

 

95,228

 

 

95,228

 

91,866

 

 

91,866

 

8,111

 

 

 

(12,243

)

87,734

 

Cemig Capim Branco Energia

 

42,592

 

 

42,592

 

125,568

 

 

125,568

 

28,135

 

 

 

(31,384

)

122,319

 

Companhia Transleste de Transmissão

 

24,020

 

 

24,020

 

26,516

 

 

26,516

 

2,925

 

 

 

(2,967

)

26,474

 

UTE Barreiro

 

23,034

 

 

23,034

 

33,022

 

 

33,022

 

1,785

 

 

 

(1,980

)

32,827

 

Companhia Transudeste de Transmissão

 

13,150

 

 

13,150

 

13,542

 

 

13,542

 

1,589

 

 

 

(1,819

)

13,312

 

Empresa de Comercialização de Energia Elétrica

 

239

 

 

239

 

12,368

 

 

12,368

 

6,160

 

 

 

(11,784

)

6,744

 

Companhia Transirapé de Transmissão

 

10,525

 

 

10,525

 

11,528

 

 

11,528

 

1,804

 

 

 

(1,464

)

11,868

 

Transchile

 

42,850

 

 

42,850

 

47,840

 

 

47,840

 

(1,161

)

4,230

 

 

 

50,909

 

Efficientia

 

11,334

 

 

11,334

 

10,954

 

 

10,954

 

1,535

 

 

 

(3,691

)

8,798

 

Cemig Comercializadora de Energia Incentivada

 

6,348

 

 

6,348

 

6,006

 

 

6,006

 

98

 

 

 

(266

)

5,838

 

Companhia de Transmissão Centroeste de Minas

 

20,912

 

 

20,912

 

21,329

 

 

21,329

 

1,952

 

 

 

(3,736

)

19,545

 

Light

 

1,160,184

 

(13,026

)

1,147,158

 

1,149,109

 

(44,827

)

1,104,282

 

6,854

 

 

 

(23,746

)

1,087,390

 

Cemig Trading

 

13,008

 

 

13,008

 

21,652

 

 

21,652

 

29,727

 

 

 

(21,459

)

29,920

 

Empresa Paraense de Transmissão de Energia - ETEP

 

132,203

 

 

132,203

 

131,656

 

 

131,656

 

8,495

 

 

 

(132,964

)

(7,187

)

 

Empresa Norte de Transmissão de Energia — ENTE

 

307,211

 

 

307,211

 

304,432

 

 

304,432

 

22,167

 

 

 

(309,677

)

(16,922

)

 

Empresa Regional de Transmissão de Energia - ERTE

 

73,432

 

 

73,432

 

72,853

 

 

72,853

 

4,999

 

 

 

(71,906

)

(5,946

)

 

Empresa Amazonense de Transmissão de Energia — EATE

 

672,559

 

 

672,559

 

670,304

 

 

670,304

 

50,019

 

 

 

(685,310

)

(35,013

)

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

44,983

 

 

44,983

 

42,677

 

 

42,677

 

1,985

 

 

 

(41,751

)

(2,910

)

 

Axxiom Soluções Tecnológicas

 

4,253

 

 

4,253

 

4,958

 

 

4,958

 

(396

)

 

 

 

4,562

 

Cemig Serviços

 

2,310

 

 

2,310

 

1,421

 

 

1,421

 

(1,094

)

 

 

 

327

 

Parati

 

358,459

 

 

358,459

 

366,915

 

(11,027

)

355,888

 

2,250

 

2

 

 

 

358,140

 

Gasmig (Investment in progress)

 

67,223

 

 

67,223

 

 

 

 

 

 

 

 

 

 

 

11,994,523

 

(64.635

)

11,929,888

 

12,253,148

 

(425,581

)

11,827,567

 

1,254,953

 

4,063

 

(1,241,608

)

(326,767

)

11,518,208

 

 

31


 


Table of Contents

 

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:

 

 

 

 

 

June 30, 2013

 

Dec. 31, 2012

 

Company 

 

Number of shares

 

Cemig
stake %

 

Share
capital

 

Stockholders’
equity

 

Cemig stake 
%

 

Share 
capital

 

Stockholders’
equity

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100,00

 

3,296,785

 

6,022,275

 

100,00

 

3,296,785

 

5,494,981

 

Cemig Distribuição

 

2,261,997,787

 

100,00

 

2,261,998

 

2,585,959

 

100,00

 

2,261,998

 

2,463,149

 

Light

 

203,934,060

 

26,06

 

2,225,822

 

4,172,640

 

26,06

 

2,225,822

 

3,264,677

 

Cemig Telecom

 

381,023,385

 

100,00

 

225,082

 

248,700

 

100,00

 

225,082

 

247,976

 

Rosal Energia

 

46,944,467

 

100,00

 

46,944

 

143,696

 

100,00

 

46,944

 

134,201

 

Sá Carvalho

 

36,833,380

 

100,00

 

36,833

 

113,792

 

100,00

 

36,833

 

123,898

 

Gasmig

 

409,255,483

 

59,57

 

643,780

 

919,053

 

59,57

 

643,780

 

808,466

 

Horizontes Energia

 

64,257,563

 

100,00

 

64,258

 

73,837

 

100,00

 

64,258

 

77,404

 

Usina Térmica Ipatinga

 

14,174,281

 

100,00

 

14,174

 

23,557

 

100,00

 

29,174

 

25,895

 

Cemig PCH

 

30,952,000

 

100,00

 

30,952

 

87,734

 

100,00

 

30,952

 

91,866

 

Cemig Capim Branco Energia

 

5,528,000

 

100,00

 

5,528

 

122,319

 

100,00

 

5,528

 

125,568

 

Companhia Transleste de Transmissão

 

49,569,000

 

25,00

 

49,569

 

105,897

 

25,00

 

49,569

 

106,065

 

UTE Barreiro

 

30,902,000

 

100,00

 

30,902

 

32,827

 

100,00

 

30,902

 

33,022

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24,00

 

30,000

 

55,465

 

24,00

 

30,000

 

56,423

 

Empresa de Comercialização de Energia Elétrica

 

486,000

 

100,00

 

486

 

6,744

 

100,00

 

486

 

12,368

 

Companhia Transirapé de Transmissão

 

22,340,490

 

24,50

 

22,340

 

48,442

 

24,50

 

22,340

 

47,052

 

Transchile

 

56,407,271

 

49,00

 

134,396

 

103,897

 

49,00

 

123,957

 

97,633

 

Efficientia

 

6,051,944

 

100,00

 

6,052

 

8,798

 

100,00

 

6,052

 

10,954

 

Cemig Comercializadora de Energia Incentivada

 

5,000,000

 

100,00

 

5,001

 

5,832

 

100,00

 

5,001

 

6,006

 

Companhia de Transmissão Centroeste de Minas

 

28,000,000

 

51,00

 

28,000

 

38,324

 

51,00

 

28,000

 

41,821

 

Cemig Trading

 

160,297

 

100,00

 

160

 

29,920

 

100,00

 

160

 

21,652

 

Empresa Paraense de Transmissão de Energia — ETEP

 

 

 

 

 

49,98

 

89,390

 

177,954

 

Empresa Norte de Transmissão de Energia — ENTE

 

 

 

 

 

49,99

 

160,337

 

369,372

 

Empresa Regional de Transmissão de Energia — ERTE

 

 

 

 

 

49,99

 

36,941

 

83,926

 

Empresa Amazonense de Transmissão de Energia — EATE

 

 

 

 

 

49,98

 

355,697

 

863,941

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

 

 

 

 

19,09

 

42,095

 

118,013

 

Axxiom Soluções Tecnológicas

 

9,200,000

 

49,00

 

9,200

 

9,310

 

49,00

 

9,200

 

10,118

 

Cemig Serviços

 

5,100,000

 

100,00

 

5,100

 

327

 

100,00

 

5,100

 

1,421

 

Parati

 

1,432,910,000

 

25,00

 

1,432,910

 

1,432,560

 

25,00

 

1,432,910

 

1,467,660

 

 

 

 

 

 

1H13

 

1H12

 

Company 

 

Number of shares

 

Dividends

 

Profit (loss)

 

Dividends

 

Profit (loss)

 

Cemig Geração e Transmissão

 

2,896,785,358

 

88,574

 

716,225

 

605,733

 

720,353

 

Cemig Distribuição

 

2,261,997,787

 

 

392,180

 

243,565

 

282,286

 

Light

 

203,934,060

 

82,345

 

114,071

 

 

138,223

 

Cemig Telecom

 

381,023,385

 

 

891

 

 

(463

)

Rosal Energia

 

46,944,467

 

13,816

 

12,260

 

20,106

 

7,402

 

Sá Carvalho

 

36,833,380

 

25,136

 

15,030

 

21,386

 

14,931

 

Gasmig

 

409,255,483

 

 

66,146

 

54,369

 

43,028

 

Horizontes Energia

 

64,257,563

 

6,379

 

2,812

 

5,939

 

7,354

 

Usina Térmica Ipatinga

 

29,174,281

 

8,345

 

6,007

 

19,903

 

5,018

 

Cemig PCH

 

30,952,000

 

12,243

 

8,111

 

15,001

 

7,275

 

Cemig Capim Branco Energia

 

5,528,000

 

31,384

 

28,135

 

30,459

 

21,524

 

Companhia Transleste de Transmissão

 

49,569,000

 

11,868

 

11,700

 

8,268

 

10,388

 

UTE Barreiro

 

30,902,000

 

1,980

 

1,785

 

 

4,612

 

Companhia Transudeste de Transmissão

 

30,000,000

 

7,579

 

6,621

 

4,500

 

5,712

 

Empresa de Comercialização de Energia Elétrica

 

486,000

 

11,784

 

6,160

 

 

(110

)

Companhia Transirapé de Transmissão

 

22,340,490

 

5,976

 

7,363

 

3,237

 

4,739

 

Transchile

 

56,407,271

 

 

(2,371

)

 

(171

)

Efficientia

 

6,051,994

 

3,691

 

1,535

 

4,229

 

4,039

 

Central Termelétrica de Cogeração

 

5,000,000

 

266

 

98

 

626

 

212

 

Companhia de Transmissão Centroeste de Minas

 

28,000,000

 

7,325

 

3,827

 

 

3,984

 

Cemig Trading

 

160,297

 

21,459

 

29,727

 

12,816

 

15,455

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

 

 

13,999

 

21,681

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

 

 

30,858

 

48,768

 

Empresa Regional de Transmissão de Energia — ERTE

 

36,940,800

 

 

 

15,133

 

9,550

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

 

 

64,104

 

109,282

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

 

 

13,049

 

15,249

 

Axxiom Soluções Tecnológicas

 

9,200,000

 

 

(808

)

 

973

 

Cemig Serviços

 

5,100,000

 

 

(1,084

)

 

(1,360

)

Parati

 

1,432,910,000

 

 

9,008

 

3,428

 

41,368

 

 

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Table of Contents

 

Taesa: the Stockholding Restructuring operation

 

Transmission Assets Investment Contract

 

On May 17, 2012, a Contract for Investment in Transmission Assets was signed with the indirectly jointly-controlled subsidiary Taesa, for transfer to Taesa of the totality of the equity interests held by Cemig GT in EBTE (49%). As a result of this transfer, Taesa would become 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 becomes owner of 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%).

 

Under the Transmission Assets Investment Contract Taesa may not dispose of, assign or transfer its holding in the companies of the TBE Group for 120 months from the date of the actual transfer of the said holding to the Company, unless previously authorized by Cemig.  However, during that period Taesa may dispose of, assign or transfer any stockholding in the companies of the TBE Group, in whole or in part, provided that it transfers to Cemig the positive difference obtained on the said disposal, assignment or transfer, when the value of the disposal, assignment or transfer is compared to the value of the transfer of the companies of the TBE Group to Taesa, duly updated by variation resulting from the Selic rate, published by the Brazilian Central Bank, up to the day of the disposal, assignment or transfer becoming effective.

 

Referring to the Material Announcement of May 17, 2012, on April 9, 2013, Aneel approved the transfers, to Taesa, of: the following interests owned by the Company and by its wholly-owned subsidiary Cemig GT:

 

(i)            direct stockholding control of the transmission concession holders

 

ECTE, ERTE, ENTE, ETEP, EATE and EBTE; and

 

(ii)         indirect stockholding control of the transmission concession holders

 

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.

 

The disposal was completed on May 31, 2013. For the transfer of the assets acquired, Taesa disbursed a total of R$ 1,691,415. This amount includes the accumulated variation represented by the CDI rate from December 31, 2011, less all dividends and Interest on Equity declared, whether paid or not.

 

As a result of the transaction, the Company recorded a gain in its Profit and loss account for the period, as follows:

 

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Table of Contents

 

 

 

Consolidated

 

Holding company

 

Amount received for the assets

 

1,691,415

 

1,619,986

 

Book value of the assets

 

(1,407,117

)

(1,241,608

)

Subtotal

 

284,298

 

378,378

 

Tax effects — income tax and Social Contribution

 

(96,661

)

(128,649

)

Unrealized gain / loss on the sale

 

(80,684

)

(80,684

)

Net effect on profit for the period

 

106,953

 

169,045

 

 

The difference between the amounts for the consolidated and the holding company account is due to the effect on Cemig GT, resulting from the fact that it was the stockholder of EBTE.

 

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, causing 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.

 

Investment in Gasmig (Companhia de Gás de Minas Gerais)

 

Cemig invests in the gas industry through Companhia de Gás de Minas Gerais — Gasmig. Gasmig records its assets related to gas distribution infrastructure in accordance with the requirements of ICPC01 — Concession Contracts (Contratos de Concessão). Under that provision, the portion of the assets of the concession that will be fully amortized during the concession period is recorded as an Intangible asset and is amortized in full during the concession agreement period. 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.

 

It is the understanding of the management of Gasmig that the financial assets of the gas concession will be indemnified by the Granting Power, that is to say: At the end of the concession the government of the State of Minas Gerais will indemnify 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 Management of Gasmig 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 indemnity at the time of the termination of the concession, by one of the following routes:

 

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Table of Contents

 

(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;

 

(iii)              through a contractual amendment that changes the indemnity clause to guarantee indemnity 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 between the parties.

 

Investment in Madeira Energia S.A. - Mesa

 

On June 30, 2013, the affiliated company Madeira Energia S.A. — Mesa — had excess of consolidated liabilities over consolidated current assets in the amount of R$ 175,507, arising, principally, from: the maturity on September 30, 2013 of the fifth and sixth repayments of the debentures issued by Mesa: payments to suppliers; and social-environmental provisions. To resolve this situation of negative net working capital, Mesa has the benefit of injections of funds from its stockholders, estimated at R$ 300,000 (this figure has not been reviewed by the external auditors), for the coming quarters of 2013, and positive Ebitda of R$ 123,880 (not reviewed by the external auditors).

 

The Santo Antônio Construction Consortium (Consórcio Construtor Santo Antônio, or CCSA), which is responsible for the construction works, supply, and assembly of the electromechanical equipment of the Santo Antônio power plant, is claiming financial compensation from Mesa for the increase in the costs of the work due to the strikes and stoppages which took place in 2009 through 2012, which increased the amounts of the benefits granted to workers, and also for the costs incurred as a consequence of the stoppages. Mesa and the Consortium are in negotiations seeking agreement on the fair amount for reimbursement, and to decide the form and period for settlement, of this claim.

 

Mesa has made a provision of R$ 627,692 for dealing with this request by the Consortium.

 

Put options

 

The subsidiary Cemig GT 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 based on 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.

 

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Table of Contents

 

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 determination 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 also the fact 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 exchange trading averages. 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 on the date of exercise, brought to present value at the date of the financial statements.

 

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

 

Acquisition of the interest in the Capim Branco Energia Consortium

 

On May 28, 2013, Cemig Capim Branco Energia S.A., (“Cemig Capim Branco”), a wholly-owned subsidiary of Cemig, completed acquisition of an equity interest of 30.3030% in the special-purpose company Epícares Empreendimentos e Participações Ltda., a company of the Paineiras Group, which holds an interest of 17.89% in the Capim Branco Energia Consortium (Consórcio Capim Branco Energia - “the Consortium”). Hence, this acquisition corresponds to an additional interest of 5.42% in the Consortium.

 

The valuation attributed to the interest acquired is R$ 94 million.

 

The value of the acquisition, calculated by the discounted cash flow method, being the difference between the consideration transferred and the fair value of the assets, was allocated to the concession for the project, based on the generation of cash expected during the period of the concession. This intangible asset will be amortized by the straight-line method from June 2013 until August 2036, the date of termination of the concession.

 

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Table of Contents

 

This table demonstrates the fair value of the interest acquired in Epícares Empreendimentos e Participações Ltda., classified in the Statement of financial position as investment in affiliated companies:

 

 

 

Fair values of interests
acquired (30.30%)

 

Assets

 

 

 

Cash and cash equivalents

 

200

 

Accounts receivable

 

1,756

 

Fixed assets

 

55,471

 

Intangible assets

 

56,613

 

Liabilities

 

 

 

Current and non-current liabilities

 

(598

)

Deferred taxes

 

(19,258

)

 

 

 

 

Total net assets

 

94,184

 

Consideration transferred

 

94,184

 

 

On the date of the acquisition the net book value of the interest acquired was R$ 55,453.

 

14.                     PROPERTY, PLANT AND EQUIPMENT

 

 

 

June 30, 2013

 

Dec. 31, 2012 (Re-presented)

 

Jan. 1, 2012
Re-presented

 

Consolidated

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

Net value

 

In service

 

17,509,383

 

(11,796,737

)

5,712,646

 

17,523,213

 

(11,643,000

)

5,880,213

 

6,206,202

 

Land

 

380,460

 

 

380,460

 

380,460

 

 

380,460

 

385,699

 

Reservoirs, dams and water courses

 

7,456,658

 

(4,970,949

)

2,485,709

 

7,456,426

 

(4,904,235

)

2,552,191

 

2,744,642

 

Buildings, works and improvements

 

2,281,880

 

(1,552,592

)

729,288

 

2,277,653

 

(1,535,134

)

742,519

 

682,954

 

Machinery and equipment

 

7,363,440

 

(5,252,694

)

2,110,746

 

7,381,684

 

(5,183,872

)

2,197,812

 

2,384,309

 

Vehicles

 

15,124

 

(9,737

)

5,387

 

15,190

 

(9,081

)

6,109

 

7,606

 

Furniture and utensils

 

11,821

 

(10,765

)

1,056

 

11,800

 

(10,678

)

1,122

 

992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

237,758

 

 

237,758

 

228,516

 

 

228,516

 

186,130

 

Assets in progress

 

237,758

 

 

237,758

 

228,516

 

 

228,516

 

186,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net PP&E — Consolidated

 

17,747,141

 

(11,796,737

)

5,950,404

 

17,751,729

 

(11,643,000

)

6,108,729

 

6,392,332

 

 

This table shows the movement in property, plant and equipment:

 

Consolidated

 

Balance on
Jan. 1, 2012

Re-presented

 

Balance on Dec.
31, 2012
Re-presented

 

Additions/
Transfers

 

Retired

 

Depreciation

 

Balance on
June 30,
2013

 

In service

 

6,206,202

 

5,880,213

 

(6,016

)

(5

)

(161,546

)

5,712,646

 

Land

 

385,699

 

380,460

 

 

 

 

380,460

 

Reservoirs, dams and water courses

 

2,744,642

 

2,552,191

 

231

 

 

(66,713

)

2,485,709

 

Buildings, works and improvements

 

682,954

 

742,519

 

2,708

 

 

(15,939

)

729,288

 

Machinery and equipment

 

2,384,309

 

2,197,812

 

(8,961

)

(5

)

(78,100

)

2,110,746

 

Vehicles

 

7,606

 

6,109

 

9

 

 

(731

)

5,387

 

Furniture and utensils

 

992

 

1,122

 

(3

)

 

(63

)

1,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

186,130

 

228,516

 

9,242

 

 

 

237,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net PP&E — Consolidated

 

6,392,332

 

6,108,729

 

3,226

 

(5

)

(161,546

)

5,950,404

 

 

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Table of Contents

 

Aneel, under the Brazilian regulatory framework, is responsible for establishing the useful economic life of the generation and transmission assets in the electricity sector, and for periodically reviewing the estimates. The rates established by Aneel are used in the processes of reviewing tariff rates and calculating the indemnification 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 depreciation of the items of property, plant and equipment assets is calculated on the balance of property, plant and equipment in service, by the linear method, using the rates determined by Aneel for the assets related to electricity activities, and reflects the estimated useful life of the assets. The residual value of the assets is the balance remaining of the assets 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 revert to the Nation which, in turn, will indemnify the Company for those assets that have not yet been totally depreciated. In cases where there is no indemnity at the end of the concession, such as thermal 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 operating under the Independent Power Producer regime, the Company believes, taking into account the facts and circumstances available at the moment, that there is the right to indemnity of the residual amount of the linked and reversible assets.

 

15.                     INTANGIBLE ASSETS

 

 

 

June 30, 2013

 

Dec. 31, 2012 (Re-presented)

 

Jan. 1, 2012
Re-presented

 

Holding company 

 

Historic
cost

 

Accumulated
depreciation

 

Net
value

 

Historic
cost

 

Accumulated
depreciation

 

Net
value

 

Net value

 

In service

 

3,797

 

(2,913

)

884

 

3,803

 

(3,319

)

484

 

650

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software use rights

 

3,705

 

(2,827

)

878

 

3,794

 

(3,316

)

478

 

647

 

Brands and patents

 

9

 

(3

)

6

 

9

 

(3

)

6

 

3

 

Right of commercial operation of concession

 

83

 

(83

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

4

 

 

4

 

10,090

 

(9,593

)

497

 

7

 

Assets in progress

 

4

 

 

4

 

10,090

 

(9,593

)

497

 

7

 

Intangible, net — Holding company

 

3,801

 

(2,913

)

888

 

13,893

 

(12,912

)

981

 

657

 

 

 

 

June 30, 2013

 

Dec. 31, 2012 (Re-presented)

 

Jan. 1, 2012
Re-presented

 

Consolidated 

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

Historic
cost

 

Accumulated
depreciation

 

Net value

 

Net value

 

In service

 

6,874,576

 

(5,756,717

)

1,117,859

 

6,726,540

 

(5,556,567

)

1,169,973

 

1,576,518

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Temporary easements

 

13,589

 

(1,857

)

11,732

 

13,175

 

(1,766

)

11,409

 

11,590

 

Paid concession contract

 

39,868

 

(10,602

)

29,266

 

30,647

 

(9,653

)

20,994

 

23,232

 

Right of commercial operation of concession

 

6,772,483

 

(5,710,223

)

1,062,260

 

6,640,959

 

(5,508,926

)

1,132,033

 

1,536,866

 

Other

 

48,636

 

(34,035

)

14,601

 

41,759

 

(36,222

)

5,537

 

4,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

782,642

 

 

782,642

 

704,381

 

 

704,381

 

1,202,882

 

Assets in progress

 

782,642

 

 

782,642

 

704,381

 

 

704,381

 

1,202,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets — Consolidated

 

7,657,218

 

(5,756,717

)

1,900,501

 

7,430,921

 

(5,556,567

)

1,874,354

 

2,779,400

 

 

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The movement in consolidated intangible assets is as follows:

 

Consolidated

 

Balance on Jan. 1,
2012

Re-presented

 

Balance on Dec.
31, 2012

Re-presented

 

Addition

 

Retired

 

Amortization

 

Transfer

 

Balance on
June 30, 2013

 

In service

 

1,576,518

 

1,169,973

 

18,439

 

(3,186

)

(224,685

)

157,318

 

1,117,859

 

Useful life defined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Temporary easements

 

11,590

 

11,409

 

 

 

(24

)

347

 

11,732

 

- Paid concession

 

23,232

 

20,994

 

9,221

 

 

(949

)

 

29,266

 

- Assets of concession

 

1,536,866

 

1,132,033

 

 

(3,186

)

(222,669

)

156,082

 

1,062,260

 

- Other

 

4,830

 

5,537

 

9,218

 

 

(1,043

)

889

 

14,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under construction

 

1,202,882

 

704,381

 

425,680

 

 

 

(347,419

)

782,642

 

- Assets in progress

 

1,202,882

 

704,381

 

425,680

 

 

 

(347,419

)

782,642

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net intangible assets — Consolidated

 

2,779,400

 

1,874,354

 

444,119

 

(3,186

)

(224,685

)

(190,101

)

1,900,501

 

 

Assets of the concession

 

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

 

Cost of loan

 

The Company transferred to Intangible assets the costs of loans and financings linked to works, in the amount of R$ 22,181 on June 30, 2013 (R$ 6,777 on June 30, 2012).

 

The Regulatory Remuneration Base (“BRR”)

 

On April 5, 2013, a meeting of the Council of Aneel homologated the revised Regulatory Remuneration Base (Base Regulatória de Remuneração, or BRR) of the subsidiary Cemig D, in the amount of R$ 5,511,768.

 

The company awaits judgment of the two appeals made to Aneel, in which it states its disagreement as to certain criteria and values adopted by the regulator in the decision on the BRR, and maintains expectation that this will result in a higher amount that the one recently presented.

 

39



Table of Contents

 

16.                     SUPPLIERS

 

 

 

Consolidated

 

 

 

June 30, 2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

 

 

 

 

 

 

 

 

Electricity on spot market — CCEE

 

60,051

 

104,691

 

38,323

 

Charges for use of grid

 

60,508

 

104,752

 

95,112

 

Electricity bought for resale

 

519,376

 

582,951

 

264,552

 

Itaipu Binacional

 

194,262

 

180,180

 

162,071

 

Materials and services

 

201,683

 

337,643

 

288,513

 

 

 

1,035,880

 

1,310,217

 

848,571

 

 

 

 

 

 

 

 

 

Current

 

1,030,230

 

1,305,935

 

843,697

 

Non-current

 

5,650

 

4,282

 

4,874

 

 

17.                     TAXES

 

a)                 Taxes

 

The non-current obligations for the Pasep and Cofins taxes refer to (a) temporary differences and (b) 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 (starting in 2008), and maintained this procedure until August 2011.poipo After that date, while continuing to challenge the basis of the calculation in court, they opted to pay the taxes monthly.

 

 

 

Consolidated

 

Holding company

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1,
2012

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

ICMS tax

 

315,448

 

342,648

 

320,978

 

18,091

 

18,091

 

18,091

 

Cofins tax

 

48,451

 

103,682

 

73,591

 

 

6,927

 

11,636

 

Pasep tax

 

10,615

 

22,584

 

16,054

 

 

31,907

 

2,526

 

Social security system

 

20,075

 

21,856

 

23,668

 

1,830

 

1,761

 

2,130

 

Other

 

18,585

 

24,655

 

26,617

 

1,012

 

1,433

 

1,357

 

 

 

413,174

 

515,425

 

460,908

 

20,933

 

60,119

 

35,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

Cofins tax

 

126,469

 

563,731

 

635,126

 

 

 

 

Pasep tax

 

582,528

 

122,389

 

137,888

 

 

 

 

Other

 

 

52

 

356

 

 

 

 

 

 

708,997

 

686,172

 

773,370

 

 

 

 

 

 

1,122,171

 

1,201,597

 

1,234,728

 

20,933

 

60,119

 

35,740

 

 

b)                 Income tax and Social Contribution

 

 

 

Consolidated

 

 

 

June 30, 2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-presented

 

Current

 

 

 

 

 

 

 

Income tax

 

17,420

 

23,478

 

22,130

 

Social Contribution tax

 

6,238

 

8,468

 

7,460

 

 

 

23,658

 

31,946

 

29,590

 

 

40



Table of Contents

 

18.                     Loans, financings and debentures

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

2013

 

2012

 

2011

 

LENDERS

 

Principal
maturity

 

Cost, % p.a.

 

Currency

 

Current

 

Non-current

 

Total

 

Total
Re-
presented

 

Total
Re-presented

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN Amro Real (2)

 

2013

 

6%

 

US$:

 

 

 

 

25,603

 

46,989

 

Banco do Brasil Various bonds (1)

 

2024

 

Various

 

US$:

 

5,911

 

20,648

 

26,559

 

26,831

 

34,826

 

BNP Paribas

 

2012

 

5.89%

 

Euro

 

 

 

 

 

1,387

 

KfW

 

2016

 

4.50%

 

Euro

 

1,901

 

4,754

 

6,655

 

7,111

 

8,028

 

Toshiba

 

2013

 

LIBOR + 5.36

 

US$

 

7,420

 

 

7,420

 

7,420

 

7,420

 

Debt in foreign currency

 

 

 

 

 

 

 

15,232

 

25,402

 

40,634

 

66,965

 

98,650

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 

2017

 

108.33% of CDI

 

R$

 

656

 

197.805

 

198.461

 

206,186

 

 

Banco do Brasil

 

2012

 

109.80% of CDI

 

R$

 

5,210

 

442,349

 

447,559

 

447,250

 

591,951

 

Banco do Brasil

 

2012

 

106.00% of CDI

 

R$

 

 

 

 

 

99,779

 

Banco do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

19.416

 

 

19.416

 

28,061

 

56,844

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

 

 

 

 

 

 

132,842

 

136,566

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

714,783

 

400,000

 

1,114,783

 

1,113,973

 

1,224,881

 

Banco do Brasil

 

2013

 

10.83%

 

R$

 

 

 

 

793,153

 

706,796

 

Banco do Brasil

 

2014

 

98.5% of CDI

 

R$

 

366,501

 

 

366,501

 

475,890

 

436,637

 

Banco do Brasil

 

2013

 

104.08% of CDI

 

R$

 

 

 

 

664,075

 

 

Banco do Brasil

 

2013

 

105.00% of CDI

 

R$

 

 

 

 

1,083,159

 

 

Banco do Brasil

 

2015

 

99.5% of CDI

 

R$

 

-2,104

 

204,371

 

202,267

 

 

 

Banco do Brasil

 

2016

 

104.25% of CDI

 

R$

 

6,146

 

600,000

 

606,146

 

 

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

26,231

 

 

26,231

 

26,253

 

53,415

 

Brazilian Development Bank (BNDES)

 

2026

 

TJLP+2.34

 

R$

 

7,886

 

92,205

 

100,091

 

103,955

 

111,678

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

43,976

 

 

43,976

 

97,570

 

198,181

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

474

 

 

474

 

1,003

 

1,550

 

Bradesco

 

2012

 

106.00 of CDI

 

R$

 

 

 

 

 

990,142

 

Bradesco

 

2013

 

103.00 of CDI

 

R$

 

 

 

 

600,813

 

 

Itaú and Bradesco (3)

 

2015

 

CDI+1.70

 

R$

 

 

 

 

 

819,997

 

Eletrobras

 

2013

 

FINEL + 7.50–8.50

 

R$

 

6,521

 

 

6,521

 

14,529

 

25,603

 

Eletrobras

 

2023

 

UFIR. RGR + 6.00–8.00

 

R$

 

76,269

 

280,379

 

356,648

 

388,583

 

428,238

 

Unibanco

 

2013

 

CDI + 1.70%

 

R$

 

65,127

 

 

65,127

 

99,259

 

201,357

 

Large consumers

 

2018

 

Various

 

R$

 

4,474

 

1,979

 

6,453

 

6,867

 

6,366

 

Banco Itaú BBA

 

2014

 

CDI + 1.70

 

R$

 

905

 

 

905

 

1,914

 

2,955

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

53,152

 

 

53,152

 

78,949

 

158,837

 

Finep

 

2018

 

TJLP + 5.00 and TJLP+8

 

R$

 

4,181

 

11,159

 

15,340

 

18,686

 

19,917

 

Pipoca Consortium

 

2013

 

IPCA

 

R$

 

185

 

 

185

 

185

 

185

 

BNDES — Cemig Telecom (5) 

 

2017

 

Various

 

R$

 

7,958

 

28,132

 

36,090

 

40,057

 

48,023

 

Santander do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

8,020

 

 

8,020

 

20,131

 

40,451

 

Debt in Brazilian currency

 

 

 

 

 

 

 

1,415,967

 

2,258,379

 

3,674,346

 

6,443,343

 

6,360,349

 

Total of loans and financings

 

 

 

 

 

 

 

1,431,199

 

2,283,781

 

3,714,980

 

6,510,308

 

6,458,999

 

Debentures (4)

 

2014

 

IGP-M + 10.50

 

R$

 

388,462

 

 

388,462

 

401,359

 

372,697

 

Debentures (4)

 

2017

 

IPCA + 7.96

 

R$

 

22,419

 

547,681

 

570,100

 

530,287

 

502,648

 

Debentures (4)

 

2012

 

CDI+ 0.90

 

R$

 

 

 

 

 

 

 

 

1,754,714

 

Debentures (4)

 

2015

 

IPCA + 7.68

 

R$

 

491,476

 

474,110

 

965,586

 

1,444,590

 

1,367,937

 

Debentures (4)

 

2017

 

CDI + 0.90

 

R$

 

13,943

 

479,871

 

493,814

 

517,396

 

 

Debentures (4)

 

2022

 

IPCA + 6.20

 

R$

 

16,103

 

726,484

 

742,587

 

738,885

 

 

Debentures (4)

 

2019

 

IPCA + 6.00

 

R$

 

4,650

 

216,870

 

221,520

 

220,210

 

 

Debentures (4)

 

2021

 

IPCA + 4.7

 

R$

 

24,989

 

1,111,177

 

1,136,166

 

 

 

Debentures (4)

 

2025

 

IPCA+5.1

 

R$

 

16,112

 

662,752

 

678,864

 

 

 

Debentures (4)

 

2018

 

CDI + 0.69

 

R$

 

11,495

 

410,198

 

421,693

 

 

 

Debentures (4)(7)

 

2018

 

CDI + 0.80

 

R$

 

1,150

 

72,304

 

73,454

 

 

 

Debentures — Minas Gerais state government (4)(5)

 

2031

 

IGP-M

 

R$

 

 

55,957

 

55,957

 

52,758

 

46,896

 

Total, debentures

 

 

 

 

 

 

 

990,799

 

4,757,404

 

5,748,203

 

3,905,485

 

4,044,892

 

Overall total — Consolidated

 

 

 

 

 

 

 

2,421,998

 

7,041,185

 

9,463,183

 

10,415,793

 

10,503,891

 

 


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

(2)         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.

(3)         Refers to the senior units of the credit rights funds. See Explanatory Note 10 to the consolidated financial statements.

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

(5)         Contracts adjusted to present value, as per CPC12.

(6)         Loan contracted by Cemig Telecom.

(7)         Loan contracted by Capim Branco.

 

41



Table of Contents

 

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

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

10,856

 

2,475

 

 

 

 

 

 

20,648

 

33,979

 

Euro

 

952

 

1,901

 

1,901

 

1,901

 

 

 

 

 

6,655

 

 

 

11,808

 

4,376

 

1,901

 

1,901

 

 

 

 

20,648

 

40,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA = Expanded Consumer Price Index

 

98,935

 

476,536

 

656,468

 

182,117

 

182,118

 

108,026

 

475,345

 

2,135,462

 

4,315,007

 

Ufir / RGR (Fiscal Reference Unit)

 

41,464

 

69,577

 

61,344

 

49,820

 

40,183

 

35,362

 

23,562

 

35,336

 

356,648

 

CDI (Interbank CD)

 

1,028,771

 

704,750

 

418,584

 

813,139

 

693,633

 

483,100

 

 

 

4,141,977

 

Eletrobras intermodal index - Finel

 

6,521

 

 

 

 

 

 

 

 

6,521

 

URTJ / TJLP (*)

 

10,219

 

19,612

 

18,125

 

17,828

 

17,829

 

10,041

 

7,632

 

50,236

 

151,522

 

IGP—M (General Market Price) inflation index

 

2,913

 

385,549

 

 

 

 

 

 

55,958

 

444,420

 

Others (IGP-DI, INPC) (**)

 

2,095

 

 

30

 

838

 

837

 

620

 

 

 

4,420

 

TR Reference Rate

 

(22

)

1,644

 

412

 

 

 

 

 

 

2,034

 

 

 

1,190,896

 

1,657,668

 

1,154,963

 

1,063,742

 

934,600

 

637,149

 

506,539

 

2,276,992

 

9,422,549

 

 

 

1,202,704

 

1,662,044

 

1,156,864

 

1,065,643

 

934,600

 

637,149

 

506,539

 

2,297,640

 

9,463,183

 

 


(*)           URTJ = Interest rate reference unit.

(**)         IGP-DI = IGP-DI (General Price Index — Domestic Availability) inflation index. INPC — National Consumer Price Index.

 

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

 

Currency

 

Change in 2013
to June 30
%

 

Change in full-year 2012,
%

 

Indexors

 

Change in 2013
to June 30
 %

 

Change in full-year 2012,
%

 

US dollar

 

(1.45

)

8.94

 

IGP-M INDEX

 

0.84

 

7.82

 

Euro

 

(4.08

)

10.73

 

CDI (Bank CD rate)

 

1.64

 

8.37

 

 

 

 

 

 

 

IPCA index

 

1.94

 

5.84

 

 

The changes in loans, financings and debentures were as follows:

 

 

 

Consolidated

 

Holding company

 

Balance at December 31, 2012

 

10,415,793

 

1,102,721

 

Loans and financings obtained

 

2,451,077

 

 

Funding cost

 

(8,567

)

 

Financings obtained net of funding costs

 

2,442,510

 

 

Monetary and exchange rate variation

 

127,388

 

 

Financial charges provisioned

 

367,452

 

21,460

 

Financial charges paid

 

(657,880

)

(17,784

)

Amortization of financings

 

(3,232,080

)

(1,106,397

)

Balance at June 30, 2013

 

9,463,183

 

 

 

a)             Restrictive covenant clauses

 

Cemig and its subsidiaries have contracts for loans and financings with restrictive covenant clauses, requiring compliance at the end of each calendar half-year (June 30 and December 31), as follows:

 

42



Table of Contents

 

Covenant

 

Index required

Debt / Ebitda

 

Less than or equal to 3.36

Current debt (1) / Ebitda (2)

 

Less than or equal to 200%

Debt / (Shareholders’ equity + Debt)

 

Less than or equal to 62%

Ebitda (2) / Cost of debt

 

2.3 or more

Capital expenditure / Ebitda (2)

 

Less than or equal to 96%

 


(1)         Current debt = Sum of short-term remunerated financial obligations (loans, financings, debentures).

(2)         Ebitda is a non-accounting measure prepared by the Company, reconciled with its interim financial statements in accordance with CVM Circular SNC/SEP 1/2007 and CVM Instruction 527 of October 4, 2012. It comprises Net profit adjusted by 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 nor by IFRS; it has no standard meaning; and it may in any particular case be not comparable with measurements with similar titles supplied by other companies. Cemig publishes Ebitda because it uses it for the purposes of measuring its own performance. Ebitda should not be considered in isolation, or as being a substitute for net profit or operational profit, or as being an indicator of operational performance, or cash flow, or as cash flow, or to measure the Company’s liquidity or its capacity to pay debt. Specific criteria for calculation of Ebitda are made in some contracts, with some variations from this formula.

 

On June 30, 2013 only Cemig D was not in compliance with certain restrictive covenant clauses, as follows:

 

Covenant

 

Index required

 

Position on June 30, 2013

 

Debt / Ebitda

 

Less than or equal to 3.36

 

4.25

 

Debt / (Shareholders’ equity + Debt)

 

Less than or equal to 62%

 

66.99

%

 

On June 28, 2013 Cemig D obtained the consent of the creditors that immediate or early payment of the amounts owed on June 30, 2013 would not be demanded. The loans, financings and debentures are classified in Current and Non-current liabilities, in accordance with the original terms of the contracts, as a result of the said consent being obtained before the end of the quarter.

 

The debentures issued by the Company and its jointly-controlled subsidiaries have the following characteristics on June 30, 2013:

 

Issuer / debenture

 

Type

 

Guarantee

 

Cost

 

COVENANTS

 

Maturity

 

2013

 

2012

 

2011

 

CEMIG — First issue (1)

 

Non-convertible

 

Unsecured

 

104.0% of CDI

 

None

 

2011

 

 

 

 

CEMIG — First issue

 

Non-convertible

 

Unsecured

 

CDI+0.90

 

None

 

2012

 

 

 

1,754,714

 

CEMIG GT (1)

 

Non-convertible

 

None

 

IGP–M

 

None

 

2014

 

55,957

 

52,758

 

46,895

 

CEMIG GT (1)

 

Non-convertible

 

None

 

IPCA+7.68

 

None

 

2015

 

965,586

 

1,444,590

 

1,367,937

 

CEMIG GT (1)

 

Non-convertible

 

Unsecured

 

CDI+09%

 

None

 

2017

 

493,814

 

517,396

 

 

CEMIG GT (1)

 

Non-convertible

 

Unsecured

 

IPCA+6.2%

 

None

 

2019

 

742,586

 

738,885

 

 

CEMIG GT (1)

 

Non-convertible

 

Unsecured

 

IPCA+6.0%

 

None

 

2022

 

221,520

 

220,211

 

 

CEMIG D (1) 1st Series

 

Non-convertible

 

Surety

 

CDI+0.69

 

None

 

2018

 

421,693

 

 

 

CEMIG D (1) 2nd Series

 

Non-convertible

 

Surety

 

IPCA+4.7

 

None

 

2021

 

1,136,166

 

 

 

CEMIG D (1) 3rd Series

 

Non-convertible

 

Surety

 

IPCA+5.1

 

None

 

2025

 

678,864

 

 

 

CAPIM BRANCO

 

Non-convertible

 

Surety

 

CDI + 0.80

 

None

 

2018

 

73,454

 

 

 

CEMIG D (1)

 

Non-convertible

 

None

 

IPCA+7.96

 

None

 

2017

 

570,100

 

530,287

 

502,648

 

CEMIG D (1)

 

Non-convertible

 

Unsecured

 

IGP-M+10.50

 

None

 

2014

 

388,462

 

401,360

 

372,697

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

5,748,203

 

3,905,485

 

4,044,891

 

 


(1)         Without renegotiation clause; no debentures are held in Treasury.

(2)         Early redemption of any pecuniary obligation, arising from default on an obligation to pay any individual or aggregate amount greater than R$ 50 million (cross-default).

 

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GUARANTEES

 

The guarantees of the debtor balance on loans and financings, on June 30, 2013, were as follows:

 

 

 

Amounts in R$

 

Promissory Notes and Sureties

 

6,601,939

 

Receivables

 

1,263,147

 

Unsecured

 

1,598,097

 

TOTAL

 

9,463,183

 

 

19.                     REGULATORY CHARGES

 

 

 

Consolidated

 

 

 

June 30,
2013

 

Dec. 31, 2012
Re-presented

 

Jan. 1, 2012
Re-
presented

 

 

 

 

 

 

 

 

 

Global Reversion Reserve (RGR)

 

114,636

 

61,706

 

51,901

 

Fuel Consumption Account — CCC

 

 

30,674

 

60,220

 

CDE — Energy Development Account

 

13,061

 

44,906

 

39,180

 

Eletrobrás — Compulsory loan

 

1,525

 

1,207

 

1,207

 

Aneel inspection charge

 

3,263

 

3,509

 

3,451

 

Energy Efficiency

 

122,902

 

134,497

 

131,015

 

Research and Development

 

116,146

 

137,003

 

179,337

 

Energy System Expansion Research

 

1,879

 

3,837

 

3,330

 

National Scientific and Technological Development Fund

 

3,578

 

7,494

 

6,480

 

Proinfa Alternative Energy Program

 

4,517

 

25,703

 

22,628

 

Emergency capacity charge

 

30,983

 

31,035

 

31,092

 

0.30% additional payment — Law 12111/09

 

 

4,678

 

3,498

 

 

 

412,490

 

486,249

 

533,339

 

 

 

 

 

 

 

 

 

Current liabilities

 

214,337

 

317,048

 

271,409

 

Noncurrent liabilities

 

198,153

 

169,201

 

261,930

 

 

20.                     POST-RETIREMENT OBLIGATIONS

 

Pension Fund

 

The movement in net liabilities has been as follows:

 

Holding company

 

Pension plans and
retirement
supplement plans
— Forluz

 

Health
Plan

 

Dental Plan

 

Life
insurance

 

Total

 

Net liabilities on December 31, 2011 (Re-presented)

 

41,697

 

29,710

 

1,625

 

26,919

 

99,951

 

Expense recognized in the Profit and loss account

 

2,339

 

2,410

 

59

 

2,586

 

7,394

 

Contributions paid

 

(3,219

)

(1,340

)

(21

)

(359

)

(4,939

)

Net liabilities on June 30, 2012 (Re-presented)

 

40,817

 

30,780

 

1,663

 

29,146

 

102,406

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on December 31, 2012

 

104,246

 

50,563

 

1,486

 

51,958

 

208,253

 

Expense recognized in the Profit and loss account

 

2,649

 

2,539

 

77

 

2,909

 

8,174

 

Contributions paid

 

(2,455

)

(1,769

)

(56

)

(423

)

(4,703

)

Net liabilities on June 30, 2013

 

104,440

 

51,332

 

1,507

 

54,443

 

211,722

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities on June 30, 2013

 

 

 

 

 

 

 

 

 

2,691

 

Non-current liabilities on June 30, 2013

 

 

 

 

 

 

 

 

 

209,031

 

 

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Table of Contents

 

Consolidated

 

Pension plans and
retirement
supplement plans
— Forluz

 

Health
Plan

 

Dental Plan

 

Life
insurance

 

Total

 

Net liabilities on December 31, 2011 (Re-presented)

 

846,581

 

567,394

 

30,718

 

486,505

 

1,931,198

 

Expense recognized in the Profit and loss account

 

47,500

 

36,246

 

720

 

30,028

 

114,494

 

Contributions paid

 

(64,886

)

(27,132

)

(425

)

(6,397

)

(98,840

)

Net liabilities on June 30, 2012 (Re-presented)

 

829,195

 

576,508

 

31,013

 

510,136

 

1,946,852

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on December 31, 2012 (Re-presented)

 

1,048,204

 

819,780

 

22,343

 

735,848

 

2,626,175

 

Expense recognized in the Profit and loss account

 

53,843

 

44,520

 

1,214

 

38,180

 

137,757

 

Contributions paid

 

(49,912

)

(29,512

)

(951

)

(6,332

)

(86,707

)

Net liabilities on June 30, 2013

 

1,052,135

 

834,788

 

22,606

 

767,696

 

2,677,225

 

 

 

 

 

 

 

 

 

 

 

 

 

Net liabilities on June 30, 2013

 

 

 

 

 

 

 

 

 

54,690

 

Non-current liabilities on June 30, 2013

 

 

 

 

 

 

 

 

 

2,622,535

 

 

The amounts recorded as Current refer to the contributions to be made by Cemig and its subsidiaries in the next 12 months for amortization of the actuarial liabilities.

 

The amounts recorded in the expense posted in the Profit and loss account refer to the portions of the costs of post-retirement obligations, plus the financial charges and monetary updating arising on the plan.

 

In first half 2013, as described in more detail in Explanatory Note 2.3, the Company recognized in Comprehensive income the actuarial gains and losses which up to December 31, 2012 were disclosed only in the financial statements.

 

21.                     PROVISIONS

 

The Company and its 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 and regulatory matters, and other issues.

 

Actions in which the company would be debtor

 

The Company and its subsidiaries have made provisions for the legal actions in which, based on the assessment of the Company and its legal advisors, the chances of loss are assessed as “probable” (i.e. that an outflow of funds to settle the obligation will be necessary), as follows:

 

 

 

Consolidated

 

 

 

Jan. 1, 2012
(Re-presented)

 

Dec. 31, 2012
(Re-presented)

 

Additions

 

Reversals

 

Settlements

 

June 30, 2013

 

Employment-law cases

 

85,656

 

78,151

 

74,389

 

(35

)

(19,474

)

133,031

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer relations

 

77,958

 

59,912

 

4,988

 

(25,607

)

(3,783

)

35,510

 

Other civil cases

 

31,616

 

39,114

 

16,757

 

(5,268

)

(14,113

)

36,490

 

 

 

109,574

 

99,026

 

21,745

 

(30,875

)

(17,896

)

72,000

 

Tax

 

40,478

 

34,865

 

4,002

 

(2,986

)

(2,982

)

32,899

 

Environmental

 

4,373

 

5,442

 

462

 

(473

)

(66

)

5,365

 

Regulatory

 

62,617

 

37,577

 

20,029

 

(7,632

)

(1,250

)

48,724

 

OTHERS

 

8,371

 

10,415

 

1,726

 

(1,555

)

(983

)

9,603

 

Total

 

311,069

 

265,476

 

122,353

 

(43,556

)

(42,651

)

301,622

 

 

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Table of Contents

 

 

 

Holding company

 

 

 

Jan. 1, 2012
(Re-presented)

 

Dec. 31, 2012
(Re-presented)

 

Additions

 

Reversals

 

Settlements

 

June 30, 2013

 

Employment-law cases

 

58,902

 

50,004

 

33,317

 

 

(8,826

)

74,495

 

Civil cases

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer relations

 

31,035

 

17,649

 

1,404

 

(9,899

)

(201

)

8,953

 

Other civil cases

 

20,556

 

19,268

 

13,272

 

 

(10,979

)

21,561

 

 

 

51,591

 

36,917

 

14,676

 

(9,899

)

(11,180

)

30,514

 

Tax

 

33,342

 

30,555

 

1,724

 

(2,385

)

(1,622

)

28,272

 

Environmental

 

207

 

984

 

 

(473

)

 

511

 

Regulatory

 

38,210

 

25,073

 

899

 

(5,533

)

(899

)

19,540

 

Others

 

3,700

 

2,556

 

170

 

(1,539

)

(137

)

1,050

 

Total

 

185,952

 

146,089

 

50,786

 

(19,829

)

(22,664

)

154,382

 

 

The Company’s management, in view of 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 interim financial statements about the time when any cash outflows, or any possibility of reimbursements, might take place in fact. Also, the Company’s management believes that any disbursements in excess of the amounts provisioned, when the respective processes are completed, will not significantly affect the Company’s result of operations or financial position.

 

The details on the principal provisions and contingent liabilities are given below, this being the best expectation of future disbursements for these contingencies:

 

Provisions, made for legal actions in which the chances of loss have been assessed as “probable”; and Contingent liabilities, for actions in which the chances of loss are assessed as “possible”

 

Employment-law cases

 

The Company and its subsidiaries are parties in various legal actions brought by our employees and by outsourced professionals. Most of these claims relate to overtime and compensation for occupational hazards. In addition to these actions, there are others relating to outsourcing of labor, complementary additions to or re-calculation of retirement pension payments by Forluz, and salary adjustments. The amount of the contingency is approximately R$ 445,477, of which R$ 133,031 has been provisioned — the amount estimated as probably necessary for settlement of these disputes.

 

Consumer relations

 

Cemig and its subsidiaries are parties in numerous civil actions relating to indemnity for pain and suffering and for material damages, arising, principally, from accidents involving the electricity distribution network, allegations of irregularity in measurement of consumption, and claims of undue charging, in the normal course of business, totaling R$ 72,854, of which R$ 35,510 — the amount estimated as probably necessary for settlement of these disputes — has been provisioned.

 

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Table of Contents

 

Other civil cases

 

Cemig and its subsidiaries are parties in various civil actions claiming indemnities for pain and suffering and for property damages, among others, arising from incidents occurring in the normal course of business, in the amount of R$ 129,800, of which R$ 36,490 — the amount estimated as probably necessary for settlement of these disputes — has been provisioned.

 

Tax

 

The Company and its subsidiaries are parties in numerous administrative and court actions relating to taxes, including, among other matters, subjects relating 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 stay tax execution. The amount of the contingency is approximately R$ 101,862, of which R$ 32,899 has been provisioned — the amount estimated as probably necessary for settlement of these disputes.

 

Environmental

 

The Company and its subsidiaries are involved in environmental matters, in which the subjects include protected areas, environmental licenses, recovery of environmental damage, and other matters, in the approximate total amount of R$ 17,334, of which R$ 5,365 — the amount estimated as probably necessary for settlement of these disputes — has been provisioned.

 

Regulatory

 

The Company and its subsidiaries are parties in numerous administrative and court proceedings in which the main issues disputed are:

 

(i)

tariff charges in invoices for use of the distribution system by a self-producer;

(ii)

alleged violation of targets for indicators of continuity in retail supply 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$ 129,269, of which R$ 48,724 has been provisioned — the amount estimated as probably necessary for settlement of these disputes.

 

Other claims in the ordinary course of business

 

In addition to the issues described above, the Company is involved, on plaintiff or defendant side, in other cases, of smaller scale, related to the normal course of its operations, with an estimated total amount of R$ 59,259, of which R$ 9,603— the amount estimated as probably necessary for settlement of these disputes — has been provisioned.  Management believes that it has appropriate defense for these actions, and does not expect significant losses relating to these issues such as might have an adverse effect on the Company’s financial position or the result of its operations.

 

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Table of Contents

 

2.                    Contingent liabilities — for cases in which the chances of loss are assessed as “possible”, and the company believes it has arguments of merit for legal 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:

 

Indemnity for employees’ future benefit — the “Anuênio”

 

In 2006 the Company paid an indemnity to its employees, totaling R$ 177,686, in exchange for the rights to future payments for time of service 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 indemnity. However, to avoid the risk of a future fine arising from a differing interpretation by the federal tax authority and the National Social Security Institution (INSS), the Company decided to apply for an order of mandamus, and the court permitted payment into Court of R$ 121,834. This has been posted in Escrow deposits in legal actions. The amount of the contingency, updated, is R$ 209,625.

 

Social Security contributions

 

The Brazilian Federal Revenue Department (Secretaria da Receita Federal) brought administrative proceedings against the Company, in relation to social security contributions allegedly owed under various headings: employee profit shares (Participação nos Lucros e Resultados, or PLR), the Workers’ Food Program (Programa de Alimentação do Trabalhador, or PAT), the auxiliary education contribution (auxílio-educação), overtime payments, hazardous occupation payments, matters related to Sest/Senat (transport workers’ support programs), and fines for non-compliance with accessory obligations. The Company has presented defenses and awaits judgment. The amount of the contingency is approximately R$ 958,846. The chances of loss have been assessed as “possible” — reflecting the belief that the requirements of Law 10101/2000 have been complied with, and also that there is no legal obligation to sign an agreement prior to the business year in question.

 

Non-homologation of offsetting of tax credit

 

The Federal Revenue Department (Secretaria da Receita Federal) did not homologate the declaration of offsetting of credits arising from undue or excess payment by the Company in relation to various administrative tax proceedings dealing with offsetting of federal taxes. The value of the contingency is R$ 228,252. The chances of loss have been classified as “possible”, since the Company believes that it has met the requirements of the National Tax Code (Código Tributário Nacional, or CTN) — and is awaiting a statement of position by the Tax Administration on the data presented.

 

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Table of Contents

 

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 tax loss carryforward balances indicated in the tax returns (DIPJs) for the calendar years from 1977 to 2000, and also for excess payments identified by the corresponding tax payment receipts (DARFs and DCTFs). Due to completion of all appeals in the administrative sphere, an ordinary legal action has been filed, in the approximate total amount of R$ 348,683. The chances of loss in this action are assessed as “possible”, due to nullities in the conduct of the administrative proceedings and inaccurate assumptions used by the inspectors in the administrative judgment.

 

ICMS (local state value added tax)

 

The Company is a party in various actions relating to ICMS tax and, 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 the following:

 

(i)                         A case relating to non-payment of ICMS tax on the installments that comprise the TUSD and demand contracted and not used, which were billed over the period from January 2005 through December 2010, since the amount of the tax applicable was excluded from electricity bills, in compliance with an interim 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 was constituted, and the estimated amount of the contingency is R$ 76,235. 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.

 

Regulatory matters

 

Contribution for Public Illumination (CIP)

 

Cemig is a party 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 a supposed mistake by Cemig in the estimate of time that was used for calculation of the consumption of electricity for public illumination, funded by the Public Illumination Contribution (Contribuição para Illuminação Pública, or CIP).

 

The Company has not constituted a provision for this contingency, the amount of which is estimated at R$ 1,235,467. The chances of loss in this action have been assessed as “possible”, due to the Consumer Defense Code (Código de Defesa do Consumidor, or CDC) not being applicable, because the matter is governed by the specific regulation of the electricity sector, and because Cemig complied with Aneel Resolutions 414 and 456, which deal with the subject.

 

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Table of Contents

 

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 a judgment in its favor in February 2006, which orders Aneel and the CCEE to comply with AES’s claim, and recalculate the settlement of the transactions during the rationing period leaving out of account its Dispatch No. 288/2002. This was to be put into effect in the CCEE starting in November 2008, resulting in an additional disbursement for Cemig, referring to the expense on purchase of energy in the short-term market, in the CCEE, the value of which would be approximately R$ 140,482. On November 9, 2008 the Company obtained an injunction in the Regional Federal Court suspending the obligatory nature of the requirement to pay into court the amount that would have been owed under the Special Financial Settlement made by the CCEE.

 

The Company has classified the chances of loss as “possible”, since this is a unique action — there has been no previous judgment on any similar action — and because it deals with the General Agreement for the Electricity Sector, in which the Company has full documentation to support its allegations.

 

“System Service Charges”- Resolution of the National Energy Policy Council

 

Resolution No. 3 of the National Energy Policy Council (Conselho Nacional de Política Energética, or CNPE) nº 3, of March 6, 2013 established new criteria for pro-rating of the cost of additional dispatching of the Brazil’s thermoelectric generating plants. Under the new criteria, the cost of the System Service Charges (Encargos do Serviço do Sistema, or ESS), established for the purpose of security of electricity supply, which was previously shared between Free Consumers and Distributors, will now be pro-rated among all the agents of the National Grid, including Generators and Traders.

 

In May 2013, the Brazilian Independent Power Producers’ Association (Associação Brasileira dos Produtores Independentes de Energia Elétrica, or APINE), of which the Company is a member, obtained a court injunction canceling the effects of Article 2 and 3 of CNPE Resolution 3, thus exempting Generation companies from the payment of the ESS that had been ordered by the Resolution.

 

In July 2013, the Chair of the Federal Supreme Court, Justice Joaquim Barbosa, refused the federal government’s motion applying for lifting of the injunction.

 

The federal government then filed an Interlocutory Appeal against the interim decision given by the court of first instance. Ruling on the applications for interim relief made in this Interlocutory Appeal, the Reporting Appeal Court Judge of the 6th Panel of the First Regional Federal Court granted the application for suspension of the effect of the interim decision given at the first instance, thus re-establishing the effects of Articles 2 and 3 of CNPE Resolution 03/2013.

 

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Table of Contents

 

APINE filed a request for reconsideration to the Reporting Appeal Court Judge of the 6th Panel of the 1st Regional Federal Court, alleging, in summary, that the federal government’ appeal had been lodged out of time; that there had been no agreement between the courts on conflict of competency; and finally reiterated the reasons on the merits that led to the injunction being granted.

 

Publication of the decision of this request for reconsideration is awaited, expected for August 2013.

 

As a result of the injunction, the CCEE (Electricity Trading Chamber) carried out settlement for the second quarter of 2013, obeying the criteria in effect prior to Resolution 3. Hence the Company has recorded the ESS costs in accordance with the financial settlement criteria stated by the CEEE, without the effects of CNPE Resolution3.

 

The amount of this contingency up to the month of June 2013 is approximately R$ 36,970. Based on the arguments and facts presented above, the Company’s legal advisers have assessed the chances of loss in this contingency as “possible”.

 

Tariff increases

 

Exclusion of consumers inscribed as low-income

 

The Federal Public Attorneys’ Office (Ministério Público Federal) 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 consumers. Judgment was given in favor of the plaintiffs, but the Company and Aneel have filed an interlocutory appeal and await judgment. The amount of the contingency is approximately R$ 137,471. The Company has classified the chances of loss as “possible” due to other favorable judgments on this subject.

 

Period Tariff Adjustment — Neutrality of “Portion A”

 

The Municipal Association for Protection of the Consumer and the Environment (Amprocom) and the Brazilian Consumers’ Association (ABC) filed a public civil 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, in the period 2002 to 2009, and restitution, through credit on electricity bills, of the amounts that were unduly charged, due to the impact of future variations of consumer electricity demand on non-manageable (“Portion A”) components of costs not being left out of account, and these gains being unduly included in the manageable costs of the distributor (“Portion B”), resulting in economic/financial imbalance of the contract. The estimated value of this contingency is R$ 171,524.

 

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Table of Contents

 

Environmental

 

An environmental association, in a civil public action, has claimed indemnity for supposed collective environmental damages as a result of the construction and operation of the Nova Ponte Hydroelectric Plant. The amount involved in the action is R$ 1,710,331. The company believes it has arguments on the merit for a legal defense and thus has not made a provision for these actions. The chances of loss in this action have been assessed as “possible”, since although there has not been full proof of the arguments put forward by the opposing litigant, demonstration of the arguments put forward will depend on proof by expert witness.

 

The Public Attorneys’ Office of the State of Minas Gerais (Ministério Público do Estado de Minas Gerais) has brought public civil 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 indemnity for allegedly irreparable environmental damage caused, arising from omission to comply with Minas Gerais State Law 12503/97. The Company has filed appeals to the Higher Appeal Court (Superior Tribunal de Justiça, or STJ), and the Federal Supreme Court (Supremo Tribunal Federal, or STF). No provision has been constituted. The estimated amount of the contingency is R$ 102,478.

 

Action in which the Company is creditor and in which economic benefits are probable

 

Pasep and Cofins — widening of the calculation base

 

The holding company has legal proceedings challenging the enlargement of the taxable basis for calculation of the Pasep and Cofins taxes, on financial revenue and on other non-operational revenues, in the period from 1999 to January 2004, by Law 9718 of November 27, 1998. In the event that this action is won in the final instance (i.e. when subject to no further appeal) — and we note that the Federal Supreme Court has ruled on similar proceedings in favor of the taxpayer — the gain to be registered in the Income statement will be R$ 205,355, net of income tax and Social Contribution Tax.

 

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Table of Contents

 

22.                     STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

The Company’s registered share capital on June 30, 2013 is R$ 4,813,362, in 482,491,242 common shares and 480,181,143 preferred shares, all with nominal value of R$ 5.00.

 

Increase in registered capital

 

The General Meeting of Stockholders held on April 30, 2013 approved an increase in the registered capital of Cemig from R$ 4,265,091 to R$ 4,813,362 with issue of 109,654,157 new shares, through capitalization of R$ 548,271 of the Capital Reserve, with consequent distribution of a stock dividend of 12.854843355% in new shares to stockholders, of the same type as those held, with nominal value of R$ 5.00.

 

Profit per share

 

The number of shares used in the calculation of basic profit and diluted profit per share, including the effect of the issuance of new shares, is as follows:

 

Number of shares

 

June 30, 2013

 

June 30, 2012

 

 

 

 

 

 

 

Common shares

 

482,491,242

 

482,491,242

 

Preferred shares

 

480,181,143

 

480,181,143

 

 

 

962,672,385

 

962,672,385

 

 

 

 

 

 

 

Held in Treasury

 

(410,397

)

(410,397

)

 

 

 

 

 

 

Total

 

962,261,988

 

962,261,988

 

 

Considering that each class of share participates equally in the profit reported, the profit per share on June 30, 2013 and 2012 was, respectively, R$ 1.54 and R$ 1.28. These figures are calculated based on the Company’s number of shares in the respective periods.

 

Cemig does not have any dilutive instruments. For this reason its Diluted profit is the same as its Basic profit.

 

Adjustments to Stockholders’ equity

 

 

 

Consolidated

 

Valuation adjustments to Stockholders’ equity

 

1H13

 

1H12
Re-presented

 

Adjustments to actuarial liabilities — Employee benefits — Holding company

 

(103,767

)

(103,767

)

Other comprehensive income in subsidiary and jointly-controlled subsidiary

 

 

 

 

 

Attributed cost of PP&E

 

898,171

 

959,303

 

Adjustments on conversion of the financial statements

 

14,257

 

10,025

 

Adjustments to actuarial liabilities — Employee benefits

 

(390,298

)

(390,298

)

Cash flow hedge instruments

 

(549

)

(384

)

 

 

521,581

 

578,646

 

Adjustments to Stockholders’ equity

 

417,814

 

474,879

 

 

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Table of Contents

 

23.                     REVENUE

 

 

 

Consolidated

 

 

 

1H13

 

1H12
Re-presented

 

Revenue from supply of electricity (a)

 

7,000,636

 

7,419,209

 

Revenue from use of the electricity distribution systems (TUSD) (b)

 

571,724

 

904,289

 

Transmission revenue

 

 

 

 

 

Transmission concession revenue

 

205,327

 

330,042

 

Generation construction revenue (c)

 

43,579

 

42,528

 

Distribution construction revenue (c)

 

421,826

 

542,426

 

Transactions in electricity on the CCEE

 

840,388

 

224,551

 

Other operational revenues (d)

 

446,405

 

260,801

 

Sector / regulatory charges — deductions from revenue (e)

 

(2,413,301

)

(3,068,803

)

Net operational revenue

 

7,116,584

 

6,655,043

 

 

 

 

Consolidated

 

 

 

2Q13

 

2Q12
(Re-presented)

 

Revenue from supply of electricity (a)

 

3,533,238

 

3,794,898

 

Revenue from use of the electricity distribution systems (TUSD) (b)

 

220,163

 

457,839

 

Transmission revenue

 

 

 

 

 

Transmission concession revenue

 

115,629

 

160,483

 

Generation construction revenue (c)

 

25,940

 

18,990

 

Distribution construction revenue (c)

 

235,118

 

341,471

 

Transactions in electricity on the CCEE

 

261,641

 

106,074

 

Other operational revenues (d)

 

246,979

 

117,298

 

Sector / regulatory charges — deductions from revenue (e)

 

(1,199,718

)

(1,533,939

)

Net operational revenue

 

3,438,990

 

3,463,114

 

 

a)                 Revenue from supply of electricity

 

This table shows supply of electricity by type of consumer:

 

 

 

MWh

 

R$

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

Residential

 

4,695,961

 

4,383,682

 

2,280,679

 

2,398,313

 

Industrial

 

11,183,632

 

12,359,505

 

1,913,476

 

2,124,329

 

Commercial, Services and Others

 

3,031,893

 

2,850,431

 

1,180,554

 

1,248,737

 

Rural

 

1,335,075

 

1,264,667

 

344,269

 

354,065

 

Public authorities

 

426,126

 

409,577

 

163,459

 

176,657

 

Public illumination

 

629,969

 

615,371

 

155,078

 

167,862

 

Public service

 

609,795

 

578,059

 

159,140

 

169,976

 

Subtotal

 

21,912,451

 

22,461,292

 

6,196,655

 

6,639,939

 

Own consumption

 

17,386

 

17,197

 

 

 

Supply not yet invoiced, net

 

 

 

(115,531

)

(442

)

 

 

21,929,837

 

22,478,489

 

6,081,124

 

6,639,497

 

Wholesale supply to other concession holders (*)

 

7,659,519

 

6,399,374

 

919,512

 

779,712

 

Total

 

29,589,356

 

28,877,863

 

7,000,636

 

7,419,209

 

 

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Table of Contents

 

 

 

MWh

 

R$

 

 

 

2Q13

 

2Q12
(Re-presented)

 

2Q13

 

2Q12
(Re-presented)

 

Residential

 

2,383,392

 

2,197,817

 

1,131,871

 

1,216,212

 

Industrial

 

5,683,850

 

6,343,741

 

979,298

 

1,093,493

 

Commercial, Services and Others

 

1,503,197

 

1,415,086

 

584,369

 

629,149

 

Rural

 

702,258

 

701,811

 

170,554

 

191,897

 

Public authorities

 

217,861

 

214,249

 

82,500

 

93,796

 

Public illumination

 

320,156

 

306,101

 

77,525

 

84,418

 

Public service

 

305,469

 

288,652

 

79,436

 

86,440

 

Subtotal

 

11,116,183

 

11,467,457

 

3,105,553

 

3,395,405

 

Own consumption

 

8,750

 

8,387

 

 

 

Supply not yet invoiced, net

 

 

 

(24,106

)

6,183

 

 

 

11,124,933

 

11,475,844

 

3,081,447

 

3,401,588

 

Wholesale supply to other concession holders (*)

 

3,775,989

 

3,093,110

 

451,791

 

393,310

 

Total

 

14,900,922

 

14,568,954

 

3,533,238

 

3,794,898

 

 


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

 

Tariff Review — Cemig D

 

On April 8, 2013 Aneel published the results of the Third Tariff Review of Cemig D, repositioning Cemig D’s tariffs with effect from that date, with average effect for consumers of an increase of 2.99%.

 

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.

 

b)                 Revenue from Use of Distribution Systems (the TUSD charge)

 

A significant part of the large industrial consumers in the concession areas of Cemig D and Light are “free” consumers, with energy being sold to these consumers by the Cemig group’s generation and transmission company, Cemig GT, and by other generators.  They pay the charges for use of the distribution network (the TUSD) separately, which are recorded in this line.

 

As a result of the 3rd Tariff Review of the distribution subsidiary Cemig D (Cemig Distribuição), there was an average reduction in the TUSD of 33.22%.

 

c)                  Construction revenue

 

Construction Revenue is substantially offset by Construction costs, and corresponds to the Company’s investments in assets of the concession in the period. In certain projects, it also includes the profit margin involved in the operation.

 

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d)                 Other operational revenues

 

 

 

Consolidated

 

 

 

1H13

 

1H12
Re-presented

 

Charged service

 

5,949

 

7,718

 

Telecoms services

 

71,383

 

74,764

 

Services rendered

 

55,690

 

39,251

 

Rental and leasing

 

792

 

41,383

 

Subsidies (*)

 

307,129

 

97,025

 

Others

 

4,562

 

660

 

 

 

446,405

 

260,801

 

 

 

 

Consolidated

 

 

 

2Q13

 

2Q12

 

Charged service

 

2,235

 

3,947

 

Telecoms services

 

36,015

 

36,677

 

Services rendered

 

29,106

 

12,898

 

Rental and leasing

 

 

15,382

 

Subsidies (*)

 

180,567

 

47,949

 

Others

 

(944

)

445

 

 

 

246,979

 

117,298

 

 


(*) Revenue recognized for the subsidy received from Eletrobrás, relating to the discount given on tariffs charged to low-income consumers and subsidies on the Tariffs for Use of the Distribution System (TUSD). The amounts have been homologated by Aneel. They are reimbursed by Eletrobras.

 

e)              Sector / regulatory charges — deductions from revenue

 

 

 

Consolidated

 

 

 

1H13

 

1H12
Re-presented

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

1,397,960

 

1,506,548

 

Cofins tax

 

637,958

 

689,974

 

PIS and Pasep taxes

 

138,493

 

149,874

 

Other

 

2,180

 

2,149

 

 

 

2,176,591

 

2,348,545

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve (RGR)

 

60,173

 

109,554

 

Energy Efficiency Program — P.E.E.

 

20,207

 

6,731

 

CDE — Energy Development Account

 

65,743

 

248,967

 

Fuel Consumption Account — CCC

 

25,487

 

288,086

 

Research and Development — R&D

 

21,624

 

16,883

 

National Scientific and Technological Development Fund — FNDCT

 

13,971

 

16,883

 

Energy system expansion research — EPE (Mining and Energy Ministry)

 

8,781

 

8,442

 

Consumer charges — Proinfa alternative sources program

 

12,495

 

12,690

 

0.30% additional payment (Law 12111/09)

 

8,229

 

12,022

 

 

 

236,710

 

720,258

 

 

 

2,413,301

 

3,068,803

 

 

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Table of Contents

 

 

 

Consolidated

 

 

 

2Q13

 

2Q12
(Re-presented)

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

693,402

 

769,363

 

Cofins tax

 

310,287

 

347,541

 

PIS and Pasep taxes

 

67,361

 

75,451

 

Other

 

1,136

 

962

 

 

 

1,072,186

 

1,193,317

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve (RGR)

 

60,173

 

53,729

 

Energy Efficiency Program — P.E.E.

 

8,375

 

10,177

 

CDE — Energy Development Account

 

32,307

 

124,249

 

Fuel Consumption Account — CCC

 

 

118,602

 

Research and Development — R&D

 

8,100

 

8,588

 

National Scientific and Technological Development Fund — FNDCT

 

8,101

 

8,588

 

Energy system expansion research — EPE (Mining and Energy Ministry)

 

4,050

 

4,294

 

Consumer charges — Proinfa alternative sources program

 

6,426

 

6,289

 

0.30% additional payment (Law 12111/09)

 

 

6,106

 

 

 

127,532

 

340,622

 

 

 

1,199,718

 

1,533,939

 

 

24.                     OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

Personnel (a)

 

705,732

 

563,393

 

26,563

 

22,011

 

Employees’ and managers’ profit shares

 

71,583

 

115,845

 

5,495

 

8,924

 

Employee post-retirement liabilities

 

83,914

 

66,995

 

5,523

 

5,055

 

Materials

 

79,682

 

29,378

 

67

 

54

 

Outsourced services (b)

 

439,003

 

401,975

 

4,281

 

5,700

 

Electricity bought for resale (c)

 

2,274,710

 

1,936,818

 

 

 

Depreciation and amortization

 

387,125

 

371,315

 

201

 

185

 

Royalties for use of water resources

 

62,853

 

94,848

 

 

 

Provisions (reversals) for operational losses (d)

 

113,298

 

45,706

 

30,957

 

(16,689

)

Charges for the use of the national grid

 

254,092

 

435,389

 

 

 

Infrastructure construction costs (e)

 

465,405

 

584,954

 

 

 

Other operational expenses, net (f) 

 

177,098

 

162,941

 

17,517

 

16,784

 

 

 

5,114,495

 

4,809,557

 

90,604

 

42,024

 

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12
(Re-presented)

 

2Q13

 

2Q12
(Re-presented)

 

Personnel (a)

 

262,802

 

266,455

 

8,931

 

10,501

 

Employees’ and managers’ profit shares

 

15,582

 

61,490

 

923

 

4,725

 

Employee post-retirement liabilities

 

41,957

 

33,497

 

2,761

 

2,527

 

Materials

 

23,740

 

16,396

 

37

 

33

 

Outsourced services (b)

 

249,302

 

198,869

 

3,097

 

2,616

 

Electricity bought for resale (c)

 

1,301,923

 

1,078,456

 

 

 

Depreciation and amortization

 

184,140

 

173,935

 

107

 

98

 

Royalties for use of water resources

 

28,812

 

45,875

 

 

 

Provisions (reversals) for operational losses (d)

 

71,060

 

(23,738

)

15,828

 

(23,692

)

Charges for the use of the national grid

 

127,867

 

217,739

 

 

 

Infrastructure construction costs (e)

 

261,057

 

360,461

 

 

 

Other operational expenses, net (f) 

 

90,245

 

81,784

 

9,142

 

11,428

 

 

 

2,658,487

 

2,511,219

 

40,826

 

8,236

 

 

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Table of Contents

 

a)             Personnel expenses

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

Remuneration and salary-related charges and expenses

 

518,208

 

499,292

 

22,881

 

22,774

 

Supplementary pension contributions — Defined-contribution plan

 

35,613

 

33,242

 

2,329

 

2,106

 

Assistance benefits

 

64,609

 

64,897

 

2,178

 

1,982

 

 

 

618,430

 

597,431

 

27,388

 

26,862

 

 

 

 

 

 

 

 

 

 

 

PDV and PID Voluntary Retirement Programs

 

108,641

 

13,198

 

3,313

 

288

 

(-) Personnel costs transferred to construction in progress

 

(21,339

)

(47,236

)

(4,138

)

(5,139

)

 

 

87,302

 

(34,038

)

(825

)

(4,851

)

 

 

705,732

 

563,393

 

26,563

 

22,011

 

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12
(Re-presented)

 

2Q13

 

2Q12
(Re-presented)

 

Remuneration and salary-related charges and expenses

 

265,375

 

249,410

 

11,307

 

11,443

 

Supplementary pension contributions — Defined-contribution plan

 

19,097

 

17,202

 

1,443

 

1,058

 

Assistance benefits

 

30,755

 

31,999

 

842

 

896

 

 

 

315,227

 

298,611

 

13,592

 

13,397

 

 

 

 

 

 

 

 

 

 

 

PDV and PID Voluntary Retirement Programs

 

(45,486

)

(6,304

)

(2,794

)

18

 

(-) Personnel costs transferred to construction in progress

 

(6,939

)

(25,852

)

(1,867

)

(2,914

)

 

 

(52,425

)

(32,156

)

(4,661

)

(2,896

)

 

 

262,802

 

266,455

 

8,931

 

10,501

 

 

Employee retirement program

 

The PID Incentive Retirement Program

 

For the period January 17—March 27, 2013, the Company created the PID, available to employees already meeting the conditions for retirement under the National Social Security System, were also qualified for retirement through Forluz, and had been with Cemig at least 20 years. It offered indemnity of 4 times gross monthly remuneration, and 6 months’ contribution to the health plan, as well as the indemnity payments specified by Law. It required retirement during the second quarter of 2013. 1,069 employees accepted. The result was recognized in a provision of R$ 112 million, made in the first half of 2013.

 

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Table of Contents

 

b)             Outsourced services

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

 

 

 

 

 

 

 

 

 

 

Collection / Meter reading / Bill delivery Agents

 

89,149

 

79,571

 

 

 

Communication

 

37,041

 

46,517

 

306

 

503

 

Maintenance and conservation of electrical facilities and equipment

 

104,951

 

94,759

 

104

 

41

 

Building conservation and cleaning

 

39,170

 

32,281

 

38

 

49

 

Expenses on implementation of the Property Control Manual(MCPSE)

 

24,896

 

 

 

 

Contracted labor

 

10,086

 

14,996

 

 

315

 

Freight and airfares

 

2,887

 

3,880

 

663

 

808

 

Accommodation and meals

 

5,824

 

7,730

 

195

 

163

 

Security services

 

8,878

 

9,970

 

 

 

Consultancy

 

4,991

 

4,417

 

1,071

 

2,200

 

Maintenance and conservation of furniture and utensils

 

7,468

 

16,405

 

6

 

18

 

Maintenance and conservation of vehicles

 

4,627

 

5,040

 

13

 

19

 

Disconnection and reconnection

 

10,825

 

14,503

 

 

 

Environment

 

12,033

 

11,580

 

 

21

 

Tree pruning

 

10,776

 

11,732

 

 

 

Cleaning of power line pathways

 

15,363

 

16,301

 

 

 

Legal services

 

12,702

 

5,543

 

825

 

1,132

 

Other

 

37,336

 

26,750

 

1,060

 

431

 

 

 

439,003

 

401,975

 

4,281

 

5,700

 

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12
(Re-
presented)

 

2Q13

 

2Q12
(Re-
presented)

 

 

 

 

 

 

 

 

 

 

 

Collection / Meter reading / Bill delivery Agents

 

46,442

 

40,439

 

 

 

Communication

 

19,891

 

21,304

 

188

 

203

 

Maintenance and conservation of electrical facilities and equipment

 

54,100

 

44,420

 

26

 

41

 

Building conservation and cleaning

 

19,791

 

18,831

 

19

 

19

 

Expenses on implementation of the Property Control Manual (MCPSE)

 

24,896

 

 

 

 

Contracted labor

 

5,745

 

6,993

 

 

173

 

Freight and airfares

 

2,115

 

2,395

 

487

 

604

 

Accommodation and meals

 

4,347

 

4,369

 

148

 

106

 

Security services

 

5,231

 

4,729

 

 

 

Consultancy

 

3,418

 

1,807

 

794

 

322

 

Maintenance and conservation of furniture and utensils

 

4,106

 

9,119

 

 

15

 

Maintenance and conservation of vehicles

 

2,390

 

 

4

 

15

 

Disconnection and reconnection

 

3,787

 

7,755

 

 

 

Environment

 

6,887

 

7,260

 

 

 

Tree pruning

 

6,431

 

7,064

 

 

 

Cleaning of power line pathways

 

8,749

 

8,925

 

 

 

Legal services

 

8,083

 

3,559

 

590

 

998

 

Other

 

22,893

 

9,900

 

841

 

120

 

 

 

249,302

 

198,869

 

3,097

 

2,616

 

 

c)                  Electricity bought for resale

 

 

 

Consolidated

 

 

 

1H13

 

1H12
Re-presented

 

 

 

 

 

 

 

From Itaipu Binacional

 

477,732

 

417,243

 

Power quota contracts

 

110,444

 

 

Angra I and II nuclear power quotas

 

75,039

 

 

Spot purchases (recovery of expenses)

 

54,650

 

325,165

 

Proinfa Program

 

127,418

 

112,740

 

Bilateral contracts’

 

153,435

 

134,718

 

Electricity acquired in Regulated Market auctions

 

962,842

 

884,574

 

Electricity acquired in the Free Market

 

517,190

 

259,275

 

Credits of Pasep and Cofins taxes

 

(204,040

)

(196,897

)

 

 

2,274,710

 

1,936,818

 

 

59



Table of Contents

 

 

 

Consolidated

 

 

 

2Q13

 

2Q12

 

 

 

 

 

 

 

From Itaipu Binacional

 

246,738

 

226,332

 

Power quota contracts

 

110,444

 

 

Angra I and II nuclear power quotas

 

75,039

 

 

Spot purchases (/ recovery of expenses)

 

36,675

 

216,123

 

Proinfa Program

 

63,709

 

56,370

 

Bilateral contracts’

 

87,315

 

71,711

 

Electricity acquired in Regulated Market auctions

 

537,127

 

489,206

 

Electricity acquired in the Free Market

 

279,167

 

138,336

 

Credits of Pasep and Cofins taxes

 

(134,291

)

(119,622

)

 

 

1,301,923

 

1,078,456

 

 

d)                 Operational provisions (reversals)

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

Pension plan premiums

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

34,501

 

33,801

 

 

 

 

Contingency provision

 

 

 

 

 

 

 

 

 

Employment-law cases

 

74,354

 

(5,841

)

33,317

 

(9,350

)

Civil cases

 

9,007

 

27,179

 

13,272

 

12,028

 

Tax

 

1,017

 

(4,417

)

(661

)

(4,713

)

Environmental

 

(11

)

601

 

(473

)

513

 

Regulatory

 

12,397

 

(9,350

)

(4,634

)

(6,174

)

Other

 

(17,967

)

3,733

 

(9,864

)

(8,993

)

 

 

78,797

 

11,905

 

30,957

 

(16,689

)

 

 

113,298

 

45,706

 

30,957

 

(16,689

)

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12

 

2Q13

 

2Q12
(Re-
presented)

 

Pension plan premiums

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

13,879

 

13,599

 

 

 

Contingency provision

 

 

 

 

 

 

 

 

Employment-law cases

 

34,382

 

(7,463

)

15,056

 

(5,949

)

Civil cases

 

14,263

 

3,144

 

12,846

 

(1,581

)

Tax

 

1,606

 

(81

)

143

 

(150

)

Environmental

 

371

 

517

 

257

 

509

 

Regulatory

 

15,312

 

(6,660

)

(2,995

)

(7,459

)

Other

 

(8,753

)

(26,794

)

(9,479

)

(9,062

)

 

 

57,181

 

(37,337

)

15,828

 

(23,692

)

 

 

71,060

 

(23,738

)

15,828

 

(23,692

)

 

e)                  Construction costs

 

 

 

Consolidated

 

 

 

1H13

 

1H12
Re-presented

 

 

 

 

 

 

 

Personnel and managers

 

17,103

 

38,857

 

Materials

 

194,086

 

302,531

 

Outsourced services

 

221,584

 

226,693

 

Other

 

32,632

 

16,873

 

 

 

465,405

 

584,954

 

 

60



Table of Contents

 

 

 

Consolidated

 

 

 

2Q13

 

2Q12
(Re-presented)

 

 

 

 

 

 

 

Personnel and managers

 

3,698

 

26,718

 

Materials

 

104,436

 

167,810

 

Outsourced services

 

129,092

 

147,455

 

Other

 

23,831

 

18,478

 

 

 

261,057

 

360,461

 

 

f)                   Other operational expenses, net

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

 

 

 

 

 

 

 

 

 

 

Leasings and rentals

 

49,995

 

49,314

 

466

 

389

 

Advertising

 

1,929

 

3,810

 

15

 

135

 

Own consumption of electricity

 

6,980

 

7,280

 

 

 

Subsidies and donations

 

9,426

 

10,575

 

20

 

632

 

Aneel inspection charge

 

20,469

 

20,776

 

 

 

Paid concession

 

11,476

 

11,980

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

35,136

 

20,155

 

164

 

224

 

Insurance

 

4,126

 

3,902

 

1,350

 

812

 

CCEE annual charge

 

4,094

 

2,739

 

1

 

1

 

Net loss on deactivation and disposal of assets

 

5,524

 

6,943

 

 

43

 

Forluz — Current Administration expense

 

11,165

 

11,296

 

548

 

555

 

Other expenses

 

16,778

 

14,171

 

14,953

 

13,993

 

 

 

177,098

 

162,941

 

17,517

 

16,784

 

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12

 

2Q13

 

2Q12
(Re-presented)

 

 

 

 

 

 

 

 

 

 

 

Leasings and rentals

 

25,321

 

24,748

 

299

 

201

 

Advertising

 

1,479

 

1,949

 

 

135

 

Own consumption of electricity

 

3,081

 

3,379

 

 

 

Subsidies and donations

 

7,382

 

7,868

 

12

 

623

 

Aneel inspection charge

 

9,985

 

10,391

 

 

 

Paid concession

 

6,578

 

7,794

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

18,434

 

7,721

 

88

 

109

 

Insurance

 

2,261

 

2,435

 

686

 

626

 

CCEE annual charge

 

2,048

 

1,359

 

 

 

Net loss on deactivation and disposal of assets

 

4,168

 

4,127

 

 

43

 

Forluz — Current Administration expense

 

5,569

 

5,648

 

273

 

277

 

Other expenses

 

3,939

 

4,365

 

7,784

 

9,414

 

 

 

90,245

 

81,784

 

9,142

 

11,428

 

 

Operational Leasing

 

The Company has Operational Leasing contracts relating, mainly, to vehicles and buildings used in its operational activities. Their amounts are not material in relation to the Company’s total costs.

 

61



Table of Contents

 

25.                     FINANCIAL REVENUES AND EXPENSES

 

 

 

Consolidated

 

Holding company

 

 

 

1H13

 

1H12
Re-presented

 

1H13

 

1H12
Re-presented

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

 

 

Interest income from cash investments

 

105,326

 

98,764

 

28,487

 

18,316

 

Late charges on overdue electricity bills

 

87,602

 

70,671

 

 

 

Foreign exchange variations

 

8,168

 

8,479

 

 

 

Gains on financial instruments

 

1,005

 

19,195

 

 

 

FIDC revenues

 

 

 

 

36,285

 

Pasep and Cofins taxes on financial revenue

 

(3,348

)

(1,096

)

 

(1,096

)

Adjustment to present value

 

983

 

3,086

 

 

 

Monetary updating on Accounts Receivable from the Minas Gerais state government (Note 11)

 

43,547

 

78,291

 

43,547

 

 

Monetary updating on Court escrow deposits (Note 10)

 

6,681

 

18,877

 

530

 

15,273

 

Other

 

32,875

 

259

 

3,881

 

4,067

 

 

 

282,839

 

296,526

 

76,445

 

72,845

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Costs of loans and financings

 

(335,289

)

(415,128

)

(21,460

)

(56,053

)

Foreign exchange variations

 

(10,824

)

(25,972

)

(4

)

(5

)

Monetary updating — loans and financings

 

(123,801

)

(75,112

)

 

 

Monetary updating - paid concessions

 

(7,848

)

(12,305

)

 

 

Charges and monetary updating on Post-retirement liabilities

 

(53,843

)

(47,499

)

(2,649

)

(2,339

)

Other

 

(66,356

)

(61,379

)

(301

)

(570

)

 

 

(597,961

)

(637,395

)

(24,414

)

(58,967

)

NET FINANCIAL REVENUE (EXPENSES)

 

(315,122

)

(340,869

)

52,031

 

13,878

 

 

 

 

Consolidated

 

Holding company

 

 

 

2Q13

 

2Q12
(Re-presented)

 

2Q13

 

2Q12
(Re-presented)

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

 

 

Interest income from cash investments

 

70,739

 

52,326

 

21,032

 

8,626

 

Late charges on overdue electricity bills

 

49,505

 

38,195

 

 

 

Foreign exchange variations

 

(1,844

)

(4,329

)

 

 

Gains on financial instruments

 

1,115

 

13,115

 

 

 

FIDC revenues

 

 

 

 

15,958

 

Monetary variations

 

 

 

(113

)

(953

)

Pasep and Cofins taxes on financial revenue

 

(3,348

)

(1,096

)

 

(1,096

)

Adjustment to present value

 

2,413

 

3,023

 

 

 

Monetary updating on Court escrow deposits (Note 10)

 

3,842

 

7,206

 

248

 

5,711

 

Monetary updating on Accounts Receivable from the Minas Gerais state government (Note 11)

 

 

34,732

 

 

 

Other

 

22,028

 

 

2,140

 

1,878

 

 

 

144,450

 

143,172

 

23,307

 

30,124

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Costs of loans and financings

 

(159,024

)

(198,456

)

(109

)

(26,097

)

Foreign exchange variations

 

(9,728

)

(19,841

)

 

(4

)

Monetary updating — loans and financings

 

(58,487

)

(44,374

)

 

 

Monetary updating - paid concessions

 

(4,074

)

(11,007

)

 

 

Charges and monetary updating on Post-retirement liabilities

 

(23,435

)

(22,355

)

(1,153

)

(1,101

)

Other

 

(41,288

)

(28,820

)

(10

)

(494

)

 

 

(296,036

)

(324,853

)

(1,272

)

(27,696

)

NET FINANCIAL REVENUE (EXPENSES)

 

(151,586

)

(181,681

)

(22,035

)

(2,428

)

 

62



Table of Contents

 

26.                     TRANSACTIONS WITH RELATED PARTIES

 

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

 

 

 

ASSETS

 

LIABILITIES

 

REVENUE

 

EXPENSES

 

Company

 

June 30,
2013

 

Dec, 31, 2012
Re-presented

 

June 30,
2013

 

Dec, 31, 2012
Re-presented

 

June 30,
2013

 

June 30, 2012
Re-presented

 

June 30,
2013

 

June 30, 2012
Re-presented

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions in electricity (1)

 

 

 

153

 

809

 

11

 

 

(11

)

(3,680

)

Wholesale supply to other concession holders (2)

 

 

 

 

130

 

130

 

 

 

 

 

 

 

 

 

Charges for use of Grid (Retail supply)

 

30

 

127

 

2

 

1

 

2,620

 

2,475

 

(2.620

)

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia de Gás de Minas Gerais

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

20,664

 

20,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taesa (Transmissora Aliança de Energia Elétrica)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions in electricity (1)

 

 

 

1,540

 

2,577

 

 

 

 

 

Interest on Equity, and dividends

 

30,762

 

37,716

 

 

 

 

 

 

 

 

Charges for use of Grid (Retail supply)

 

 

 

1,456

 

1,068

 

 

 

 

(6,337

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EATE (Empresa Amazonense de Transmissão)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions in electricity (1)

 

 

 

1,300

 

1,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ETEP (Empresa Paraense de Transmissão)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions in electricity (1)

 

 

 

264

 

224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sá Carvalho

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

31.748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rosal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

17.619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UTE Ipatinga

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

11.086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

15.869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESCEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

13.461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

21.459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capim Branco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Curretn

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends

 

40.562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais state government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and Traders (3)

 

7,822

 

8,197

 

 

 

43,331

 

46,593

 

 

 

Debentures (5)

 

 

 

 

66,291

 

52,758

 

 

 

 

 

(3,200

)

(2,845

)

Accounts receivable from Minas Gerais state government — CRC Account (4)

 

 

2,422,099

 

 

 

 

 

 

 

Financings — Minas Gerais Development Bank

 

 

 

8,500

 

9,213

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORLUZ

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-retirement benefits (6)

 

 

 

54,690

 

51,227

 

 

 

(53,843

)

(25,144

)

Personnel expenses (7)

 

 

 

 

 

 

 

 

 

 

 

 

(18,661

)

(16,040

)

Administrative running costs (8)

 

 

 

 

 

 

 

(11,164

)

(5,648

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-retirement benefits (6)

 

 

 

997,447

 

763,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CEMIG SAÚDE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Plan and Dental Plan (9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health Plan and Dental Plan (9)

 

 

 

857,391

 

611,956

 

 

 

(45,735

)

(18,484

)

 


Main material comments on the above transactions:

 

(1)   The Company has contracts for purchase of electricity from Cemig GT, Light S.A., Baguari Energia, Santo Antônio Energia e Cemig Capim Branco S.A., arising from the public electricity auction of 2005, with period of 8 years from the start of supply, and annual adjustment by the IGP-M inflation index. These transactions were carried out on terms equivalent to those that prevail in

 

63



Table of Contents

 

transactions with independent parties, in view of the fact that the purchase of energy was made through an auction organized by the federal government, which decided subsequently what contracts should be signed between distributors and generators. For Cemig Telecomunicações, Transmissora Aliança de Energia Elétrica, Empresa Amazonense de Transmissão de Energia, and Empresa Paraense de Transmissão de Energia, the transactions refer to Charges for Use of the Network.

(2)          The Company has contracts for sale of electricity with Cemig Distribuição (“Cemig D”) and Light Energia, arising from the 2005 public auction of current existing generation capacity, for 8 years’ supply, with annual price adjustment by the IGP-M inflation index.

(3)          This refers to renegotiation of a debit originating from sale of energy to Copasa, for payment up to March 2014, and updating by the IGP-M inflation index + 0.5% per month.

(4)          Injection of the credits of the CRC into a Receivables Fund in senior and subordinated units. See Explanatory Note 11 to the Interim Consolidated Financial Statements.

(5)          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 the issue date. The amount at December 31, 2009 was adjusted to present value.

(6)          The contracts of Forluz are updated by the Expanded Consumer Price Index (IPCA) calculated by the Brazilian Geography and Statistics Institute (IBGE) (See Explanatory Note 20 to the Interim financial statements) and will be amortized up to the business year of 2024.

(7)          Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 20), calculated on the monthly remunerations in accordance with the regulations of the Fund.

(8)          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.

(9)          Contribution by the sponsor to the health plan and dental plan of the employees.

 

Remuneration of key management personnel

 

The total remuneration to members of the Board of Directors and Chief Officers in the periods ending June 30, 2013 and 2012 was as follows:

 

 

 

1H13

 

1H12

 

Remuneration

 

4,194

 

4,724

 

Profit shares

 

1,911

 

721

 

Post-retirement benefits

 

432

 

383

 

Assistance benefits

 

56

 

77

 

Total

 

6,593

 

5,905

 

 

For more information on the main transactions, please see Explanatory Notes 11, 18, 20 and 24.

 

27.                     FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

The financial instruments of the Company and its subsidiaries are restricted to: Cash and cash equivalents; Securities; Consumers and traders; Financial Assets of the Concession; Linked funds; Loans and financings; Obligations under debentures and currency and interest rate swaps; and Post-employment obligations. Gains and losses on the transactions are recorded in full in the Profit and loss account or the Statement of financial position, by the Accrual Method.

 

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The Company’s financial instruments and those of its subsidiaries are initially recorded at fair value and measured in accordance with the following classifications:

 

·                      Loans and receivables: In this Category are Cash equivalents, Credits from consumers, traders and electricity transport concession holders, Linked funds, Escrow deposits in legal actions, and Financial assets of the concession not covered by Law 12783/2013 (enactment of Provisional Measure 579). They are recognized at nominal realization value, which is similar to fair value.

 

·                       Financial instruments measured at fair value through profit or loss: In this category are: Securities; and Derivative investments (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: Securities are in this category. There is a positive intention to hold them until maturity. They are measured at amortized cost, using the effective interest method.

 

·                      Financial instruments available for sale: As from December 31, 2012, Financial assets of the concession covered by Provisional Measure 579 (Law 12783/13) are in this category. They are measured at the New Replacement Value (Valor Novo de Reposição, or VNR), equivalent to fair value on the date of these Interim accounting statements.

 

·                      Non-derivative financial liabilities: In this category are: Loans and financings; Obligations under debentures; Post-retirement obligations; and Suppliers. These are measured at amortized cost using the effective interest rates 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 those loans, financings and debentures with rates in the following ranges: IPCA + 4.70% to IPCA + 5.10%; CDI + 0.65% to CDI + 0.73%; IGPM + 4.70% to IGPM + 5.10%; or fixed-rate at 8.5% to 10.07%, the Company considered their fair value to be equal to book value. 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.

 

·                      Derivative financial instruments: These are measured at fair value and the effects recognized directly in the Profit and loss account.

 

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June 30, 2013

 

(Re-presented)

 

Financial instrument categories

 

Book value

 

Fair value

 

Book value

 

Fair value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

 

 

 

 

Cash equivalents — Short-term investments

 

1,554,019

 

1,554,019

 

1,845,773

 

1,845,773

 

Receivable from consumers and traders

 

1,996,756

 

1,996,641

 

2,079,279

 

2,079,279

 

Concession holders — Transport of electricity

 

250,870

 

250,870

 

357,811

 

357,811

 

Credits from the Minas Gerais State Government

 

 

 

2,422,099

 

2,422,099

 

Financial assets of the concession

 

219,807

 

219,807

 

177,901

 

177,901

 

Escrow deposits in litigation

 

1,189,903

 

1,189,903

 

1,300,507

 

1,300,507

 

Linked funds

 

101,933

 

101,933

 

132,493

 

132,493

 

 

 

5,313,288

 

4,552,908

 

8,315,863

 

8,315,863

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

 

 

 

 

 

 

 

 

Financial assets of the concession

 

5,481,522

 

5,481,522

 

5,585,254

 

5,585,254

 

 

 

 

 

 

 

 

 

 

 

Held to maturity

 

 

 

 

 

 

 

 

 

Securities

 

1,845,737

 

1,844,970

 

582,249

 

583,976

 

 

 

 

 

 

 

 

 

 

 

Measured at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

Held for trading

 

 

 

 

 

 

 

 

 

Securities

 

984,253

 

984,253

 

174,009

 

174,009

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments — Swap contract

 

 

 

20,445

 

20,445

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Valued at amortized cost

 

 

 

 

 

 

 

 

 

Suppliers

 

1,035,880

 

1,035,880

 

1,310,217

 

1,310,217

 

Post-retirement liabilities — Debt agreed with pension fund (Forluz)

 

818,805

 

818,805

 

814,870

 

814,870

 

Concessions payable

 

202,118

 

437,433

 

187,718

 

367,614

 

Loans, financings and debentures

 

9,463,183

 

9,859,198

 

10,415,793

 

10,964,252

 

 

 

11,519,986

 

12,151,316

 

12,728,598

 

13,456,953

 

 

a) Risk management

 

Corporate risk management is a management tool that is an integral part of the Company’s corporate governance practices, and is aligned with the process of planning, which sets 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, which are put into effect and are in line with the Company’s strategy, to control the Company’s exposure to foreign exchange rate risk, interest rate risk, and inflation risk.

 

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.

 

The principal risks to which the Company is exposed are as follows:

 

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Exchange rate risk

 

Cemig and its subsidiaries are exposed to the risk of increase in exchange rates, especially of the US dollar against the Real, with significant impact on indebtedness, profit and cash flow. In order to reduce its exposure to adverse changes in foreign currency rates, the Company held certain hedge contracts as of June 30, 2013 and December 31, 2012, which are described in more detail in item “b” below.

 

The tables below provide summary information on our exposure to exchange rate risk:

 

 

 

June 30, 2013

 

(Re-presented)

 

Exposure to exchange rates 

 

Foreign
currency

 

R$

 

Foreign
currency

 

R$

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings (Note 18)

 

15,336

 

33,979

 

29,301

 

59,860

 

Suppliers (Itaipu Binacional)

 

87,679

 

194,262

 

87,137

 

180,180

 

(–) Contracted hedges / swaps

 

 

 

(8,168

)

(23,823

)

 

 

103,015

 

228,241

 

108,270

 

216,217

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings — Euro (Note 18)

 

2,309

 

6,655

 

2,639

 

7,111

 

Net liabilities exposed

 

105,324

 

234,896

 

110,908

 

223,328

 

 

Exchange rate risk — sensitivity analysis

 

Based on information received from its external financial consultants, the Company estimates in a probable scenario that the variation of the exchange rates of foreign currencies in relation to the Real on June 30, 2013 will an depreciation of the dollar by 3.56% to R$ 2.137, and a depreciation of the Euro by 5.55% to R$$ 2.723.

 

The Company has made a sensitivity analysis 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.

 

 

 

 

 

 

 

“Possible” scenario:

 

“Remote” scenario:

 

 

 

Base scenario

 

“Probable”

 

FX depreciation

 

FX depreciation

 

Risk: foreign exchange rate exposure

 

June 30, 2013

 

scenario

 

25%

 

50%

 

US dollar

 

 

 

 

 

 

 

 

 

Loans and financings (Note 18)

 

33,979

 

32,768

 

40,960

 

49,152

 

Suppliers (Itaipu Binacional)

 

194,262

 

187,337

 

234,171

 

281,006

 

 

 

228,241

 

220,105

 

275,131

 

330,158

 

Euro

 

 

 

 

 

 

 

 

 

Loans and financings (Note 18)

 

6,655

 

6,286

 

7,857

 

9,428

 

Net liabilities exposed

 

234,896

 

226,391

 

282,988

 

339,586

 

Net effect of exchange rate variation

 

 

 

(8,505

)

48,092

 

104,690

 

 

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$ 48,180 (R$ 45,026 on December 31, 2012).

 

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The Company is exposed to the risk of increase in domestic Brazilian interest rates through its net liabilities, indexed to the variations in the Selic and CDI rates, as follows:

 

 

 

Consolidated

 

 

 

 

 

Dec. 31, 2012

 

Exposure to domestic interest rate changes

 

June 30, 2013

 

Re-presented

 

Assets

 

 

 

 

 

Cash equivalents — Short-term investments (Note 4)

 

1,554,019

 

1,845,773

 

Securities (Note 5)

 

2,829,989

 

756,258

 

Linked funds

 

101,933

 

132,493

 

 

 

4,485,941

 

2,734,524

 

Liabilities

 

 

 

 

 

Loans, financings and debentures — CDI rate (Note 18)

 

(4,141,977

)

(5,594,724

)

Loans, financings and debentures — TJLP rate (Note 18)

 

(151,522

)

(162,698

)

Contracted interest rate hedges and swaps

 

 

(600,000

)

 

 

(4,293,499

)

(6,357,422

)

Net liabilities exposed

 

192,442

 

(3,622,898

)

 

Interest rate risk — sensitivity analysis

 

In relation to the most significant interest rate risk, the Company estimates that, in a probable scenario, on June 30, 2014 the Selic rate will be 9.50% and the TJLP will be 5%. The Company has made a sensitivity analysis of the effects on its profit arising from increases of 25% and 50% in the Selic rate, in relation to the scenario that it considers as “Probable” — designating these alternative scenarios as “Possible” and “Remote”, respectively. Variation in the CDI rate accompanies the variation in the Selic rate.

 

Estimation of the scenarios for the path of the interest rate considers the Company’s scenario projections — base, optimistic and pessimistic — based on the Company’s financial consultants, as described in the Hedging Policy.

 

 

 

June 30, 2013

 

June 30, 2014

 

 

 

 

 

‘Probable’

 

‘Possible’

 

‘Remote’

 

 

 

 

 

scenario:

 

scenario:

 

scenario:

 

 

 

 

 

Selic 9.50%

 

Selic 11.88%

 

Selic 14.25%

 

Risk: Increase in Brazilian interest rates

 

Book value

 

TJLP 5.00%

 

TJLP 6.25%

 

TJLP 7.50%

 

Assets

 

 

 

 

 

 

 

 

 

Cash equivalents (Note 4)

 

1,554,019

 

1,701,651

 

1,738,636

 

1,775,467

 

Securities (Note 5)

 

2,829,989

 

3,098,838

 

3,166,192

 

3,233,262

 

Linked funds

 

101,933

 

111,617

 

114,043

 

116,458

 

 

 

4,485,941

 

4,912,106

 

5,018,871

 

5,125,187

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans and financings — CDI (Note 18)

 

(4,141,977

)

(4,535,465

)

(4,634,044

)

(4,732,209

)

Loans and financings — TJLP (Note 18)

 

(151,522

)

(159,098

)

(160,992

)

(162,886

)

 

 

(4,293,499

)

(4,694,563

)

(4,795,036

)

(4,895,095

)

Net assets exposed

 

192,442

 

217,544

 

223,836

 

230,093

 

Net effect of variation in interest rates

 

 

 

25,101

 

31,393

 

37,650

 

 

Risk of increase in inflation

 

The Company is exposed to the risk of increase in inflation, on June 30, 2013:

 

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This exposure occurs as a result of net liabilities indexed to variation in the IPCA or IGP—M inflation indices, as follows:

 

 

 

 

 

Dec. 31, 2012

 

Exposure to increase in inflation

 

June 30, 2013

 

Re-presented

 

Assets

 

 

 

 

 

Financial assets of the concession — IGP-M index (Note 12)

 

5,481,522

 

5,585,254

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Loans, financings and debentures — IPCA index (Note 18)

 

(4,315,007

)

(2,934,157

)

Loans, financings and debentures — IGP-M index (Note 18)

 

(444,420

)

(454,117

)

 

 

(4,759,427

)

(3,388,274

)

 

 

 

 

 

 

Net assets (liabilities) exposed

 

722,095

 

2,196,980

 

 

Inflation rates — Sensitivity analysis

 

In relation to the most significant inflation risk, the Company estimates that, in a probable scenario, on June 30, 2014 the IPCA and the IGP—M inflation indices will be 5.58% and 5.27%, respectively.  The Company has made a sensitivity analysis of the effects on its results arising from increases of 25% and 50% in relation to the scenario that it considers as “Probable” — naming these alternative scenarios “Possible” and “Remote”, respectively.

 

 

 

June 30, 2013

 

June 30, 2014

 

 

 

 

 

‘Probable’

 

‘Possible’

 

‘Remote’

 

 

 

 

 

scenario:

 

scenario:

 

scenario:

 

 

 

Amount

 

IPCA 5.58%

 

IPCA 6.98%

 

IPCA 8.37%

 

Risk: increase in inflation 

 

Book value

 

IGP-M 5.27%

 

IGP-M 6.59%

 

IGP-M 7.91%

 

Assets

 

 

 

 

 

 

 

 

 

Financial assets of the concession — IGP-M index (Note 12)

 

5,481,522

 

5,770,398

 

5,842,754

 

5,915,110

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financings and debentures — IPCA index (Note 18)

 

(4,315,007

)

(4,555,784

)

(4,616,194

)

(4,676,173

)

Loans, financings and debentures — IGP—M index (Note 18)

 

(444,420

)

(467,841

)

(473,707

)

(479,574

)

 

 

(4,759,427

)

(5,023,625

)

(5,089,901

)

(5,155,747

)

 

 

 

 

 

 

 

 

 

 

Net assets exposed

 

722,095

 

746,773

 

752,853

 

759,363

 

Net effect of variation in IPCA index

 

 

 

24,678

 

30,758

 

37,268

 

 

Liquidity risk

 

Cemig has sufficient cash flow to cover the cash needs related to its operational activities.

 

The Company manages liquidity risk with a group of methods, 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.

 

Cemig manages liquidity risk by permanently monitoring its cash flow in a conservative, budget-oriented manner. Balances are projected monthly, for each one of the companies, over a period of 12 months, and daily liquidity is projected over 180 days.

 

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Short-term investments must comply with certain rigid investing principles established in the Company’s Cash Investment Policy. These include holding up to 20% of the funds in exclusive private credit investment funds, without market risk, and investment of the remainder directly in bank CDs or repo contracts which earn interest at the CDI rate.

 

In managing cash investments, the Company seeks to obtain profitability on its investment transactions through performing a rigid analysis of financial institutions’ credit, obeying operational limits with banks based on assessments that take into account the ratings, risk exposures and equity position of the financial institutions. It also seeks greater returns by strategically investing in securities with longer investment maturities, while bearing in mind the Company’s minimum liquidity control requirements.

 

This table gives the flow of payments of the Company’s obligations under floating-rate and fixed-rate loans, financings and debentures, and the contractual interest rates:

 

 

 

Up to 1

 

1 to 3

 

3 Months

 

1 to 5

 

More than

 

 

 

Consolidated

 

month

 

months

 

to 1 year

 

Years

 

5 Years

 

Total

 

Financial instruments at (interest rates):

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

53,947

 

949,333

 

1,866,321

 

5,968,384

 

5,434,513

 

14,272,498

 

Concessions payable

 

1,849

 

5,681

 

14,540

 

68,933

 

159,755

 

250,758

 

Debt agreed with pension fund (Forluz)

 

8,029

 

25,343

 

69,540

 

472,053

 

905,348

 

1,480,313

 

 

 

63,825

 

980,357

 

1,950,401

 

6,509,370

 

6,499,616

 

16,003,569

 

- Fixed rate

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

1,030,230

 

 

 

5,650

 

 

1,035,880

 

 

 

1,094,055

 

980,357

 

1,950,401

 

6,515,020

 

6,499,616

 

17,039,449

 

 

 

 

Up to 1

 

1 to 3

 

3 Months

 

1 to 5

 

More than

 

 

 

Holding company

 

month

 

months

 

to 1 year

 

Years

 

5 Years

 

Total

 

Financial instruments at (interest rates):

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt agreed with pension fund (Forluz)

 

 

1,247

 

3,421

 

23,225

 

44,543

 

72,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Fixed rate

 

 

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

14,573

 

 

 

 

 

14,573

 

 

 

14,573

 

1,247

 

3,421

 

23,225

 

44,543

 

87,009

 

 

Credit risk

 

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

 

The allowance for doubtful debtors constituted in June 2013, considered to be adequate in relation to the credits in arrears receivable by the Company and its subsidiaries and jointly-controlled subsidiaries, was R$ 503,461.

 

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In relation to the risk of losses resulting from insolvency of the financial institutions at which the Company or its 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.

 

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 fixed-income characteristics, 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 direct purchases of securities (own portfolio) and two investment funds. The 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 for the Company’s directly-held 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 that exceed these thresholds are classified in three groups, by the value of their stockholders’ equity. Limits of concentration by group and by institution are established, based on the following:

 

 

 

 

 

 

 

Limit per bank

 

 

 

 

 

 

 

(% of Stockholders’

 

Group

 

Stockholders’ equity

 

Concentration

 

equity)**

 

A1

 

Over R$3.5 billion

 

Minimum 80%

 

7.0%

 

A2

 

R$1.0bn to R$3.5bn

 

Maximum 20%

 

2.8% to 7.0%

 

B

 

R$400mn to R$1.0 bn

 

Maximum 20%

 

1.6% to 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.

 

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2.              No bank may have more than 50% of the portfolio of any individual company.

 

Risk of early maturity of debt

 

The Company has contracts for loans and financings with restrictive 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.

 

On December 31, 2012 the company was non-compliant with certain of these restrictive covenants; and on April 29, 2013 obtained consent from its creditors that immediate or early payment of the amounts owed would not be demanded.

 

The Company has not suffered any significant negative impact as a result of events related to the risks described above.

 

On June 30, 2013 the wholly-owned subsidiary Cemig D was not compliant with the following restrictive covenants:

 

Covenant

 

Index required

 

Position on June 30, 2013

 

Debt / Ebitda

 

Less than or equal to 3.36

 

4.25

 

Debt / (Shareholders’ equity + Debt)

 

Less than or equal to 62%

 

66.99

%

 

On June 28, 2013, the subsidiary Cemig D obtained consent (waiver) from its creditors that no demand would be made for immediate or early payment of the amounts payable on June 30, 2013, until June 30, 2014.

 

The loans, financings and debentures are classified in Current and Non-current liabilities, in accordance with the original terms of the contracts, due to the waiver having been obtained in advance of June 30, 2013.

 

b) Financial instruments — Derivatives

 

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

 

The principal amounts of derivative instruments are not presented in the Statement of financial position, since they do not represent a requirement for any cash payment: only the gains or losses that actually occur are recorded. On June 30, 2013 the net result of the gains and losses on derivative instruments was a gain of R$ 1,005 (vs. gain of R$ 19,195 on June 30, 2012). This gain was recorded in Financial revenue (expenses). The counterparty of the derivatives transactions — which comprise foreign exchange and interest rate swaps — was Banco Santander—ABN. These contracts were settled in the second quarter of 2013.

 

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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 the Company’s liquidity and profitability. The committee implements action plans and sets guidelines for proactive control of the financial risks environment.

 

Fair Value Calculation of financial 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 discount factor obtained from the market yield curve in Reais.

 

The table below shows the derivative instruments contracted by the subsidiary Cemig Distribuição as of June 30, 2013 and December 31, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount

 

Amount

 

 

 

 

 

 

 

 

 

Value of

 

Non-realized gain (loss)

 

received

 

paid

 

 

 

 

 

Maturity

 

Trading

 

principal

 

 

 

Dec. 31, 2012

 

 

 

 

 

Cemig’s right

 

Cemig’s obligation

 

period

 

market

 

contracted

 

June 30, 2013

 

Re-presented

 

June 30, 2013

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$: FX variation + rate (5.58% p.a. to 7.14% p.a.)

 

R$100% of the CDI + rate (1.5% p.a. to 3.01% p.a.)

 

From April 2009 to June, 2013

 

Over-the-counter

 

US$8,168

 

(228

)

(23,823

)

 

(24,051

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate of 11.47% p.a.

 

Rate of 96% of CDI

 

Maturity on May 5, 2013

 

Over-the-counter

 

R$600,000

 

1,233

 

44,268

 

45,501

 

 

 

 

 

 

 

 

 

 

 

 

1,005

 

20,445

 

 

 

 

 

 

The counterparty of the derivatives transactions — which comprise foreign exchange and interest rate swaps — was Banco Santander—ABN. These contracts were settled in the second quarter of 2013.

 

Value and type of margin guarantees

 

The Company does not make margin deposits for derivative instruments.

 

a)             Capital management

 

This table compares the Company’s net liabilities and its Stockholders’ equity at June 30, 2013:

 

 

 

 

 

Dec. 31, 2012

 

 

 

June 30, 2013

 

Re-presented

 

Total liabilities

 

17,669,426

 

21,019,885

 

(–) Cash and cash equivalents

 

(1,630,058

)

(1,919,125

)

(–) Linked funds

 

(101,933

)

(132,493

)

Net liabilities

 

15,937,435

 

18,968,267

 

 

 

 

 

 

 

Total of stockholders’ equity

 

12,408,516

 

11,549,996

 

Net debt / Adjusted capital

 

1.28

 

1.64

 

 

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28.                     FAIR VALUE MEASUREMENT

 

The Company measures its financial assets and liabilities at fair value. Fair value is the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. It 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 1Quoted prices in active market: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·                  Level 2No active market / use of valuation technique: Inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Criteria that can be used include the current fair value of a substantially similar instrument, discounted cash flow, and option pricing models. The objective of the valuation technique is to establish what would be the price of the transaction on the measurement date in a disinterested exchange motivate only by business reasons.

 

·                  Level 3 –  No active market / little or no market data – requiring the reporting entity to develop its own assumptions. Fair value is determined in accordance with generally accepted pricing models, based on discounted cash flow analyses.

 

This is a summary of the instruments that are measured at fair value.

 

 

 

 

 

Fair value at June 30, 2013

 

R$ ’000 

 

Balance
at June 30, 2013

 

Level 1:
Active market –
quoted price

 

Level 2: No active
market

– Valuation
technique

 

Level 3:
No active market

 

Assets

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

60,726

 

 

60,726

 

 

Financial Notes – Banks

 

857,896

 

 

857,896

 

 

Debentures

 

53,867

 

 

53,867

 

 

Other

 

11,764

 

 

11,764

 

 

 

 

984,253

 

 

984,253

 

 

Linked funds

 

101,933

 

 

101,933

 

 

Financial assets of the concession

 

5,481,522

 

 

 

5,481,522

 

 

 

6,567,708

 

 

1,086,186

 

5,481,522

 

 

Methodology of calculation of 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 by the Concession-granting power, based on the value of the assets in service belonging to the concession and which will be reversible at the end of the concession.

 

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The Company recorded the financial assets of the concession at fair value at December 31, 2012. The movement in financial assets of the concession is stated in Explanatory Note 12.

 

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 rates in the fixed-income and FX markets applicable to similar securities.  The market value of the security is deemed to be its maturity value discounted to present value by the discount factor obtained from the market yield curve in Reais.

 

29.                     EFFECTS OF PROVISIONAL MEASURE 579 OF SEPTEMBER 11, 2012 (CONVERTED INTO LAW 12783 OF JANUARY 11, 2013)

 

The main effects of Law 12783 on the Company’s operations are shown in Explanatory Note 4 to the financial statements at December 31, 2012.

 

As specified in the concession contract for the Jaguara Plant, the Company applied for renewal of the concession. The Mining and Energy Ministry, by Dispatch 03 of May 2013, refused the Company’s application, on the grounds that the application was made outside the time limits set by Law 12783/13.

 

On June 20, 2013, Cemig GT (Cemig Geração e Transmissão) obtained an interim injunction in its application for an order of mandamus before the Higher Appeal Court (Superior Tribunal de Justiça, or STJ), against the decision of the Mining and Energy Ministry not to entertain the application for extension of the period of concession of the Jaguara hydroelectric plant. The interim remedy given by Reporting Justice Sérgio Kukina ensures that the Company will continue to operate Jaguara until final judgment in the action.

 

This decision is preliminary in nature — it does not represent a decision on the merits, which are yet to be argued, and will be subject of judgment by the STJ at a later date.

 

30.                     ANNUAL TARIFF ADJUSTMENT, AND TARIFF REVIEW

 

Result of the 3rd Tariff Review of Cemig D

 

On April 8, 2013 Aneel published the result of the Third Tariff Review of Cemig D.  The result homologated by Aneel was a tariff increase of 3.06%, comprising two components: (i) Economic Tariff Repositioning of 0.47%, arising from the 22.3% increase in non-manageable (‘Portion A’) costs; and reduction of 26.5% in manageable (‘Portion B’) costs; and (ii) the Financial Component, of 2.59%. This adjustment is in effect until April 2014.

 

With the withdrawal of the financial components considered in the 2012 tariff process, of 2.34%, the average effect on the Company’s captive consumers was 2.99%. This adjustment took effect on the tariffs that had previously been reduced by 18.14% under the Extraordinary Tariff Review (Revisão Tarifária Extraordinária, or RTE) that was announced on January 24, 2013.

 

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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 (Base Regulatória de Remuneração, or BRR) was R$ 5,511,768, and the Gross Regulatory Remuneration Base was R$ 15,355,843. The company is now awaiting the judgment on the appeals 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. Management continues to expect that, when Aneel has considered these appeals, criteria and values defined by Aneel for the BRR will be revised, and that this will result in a higher amount than the one recently presented.

 

31.                     SUBSEQUENT EVENTS

 

Investment Agreement

 

On August 8, 2013 Cemig GT approved signature of an Investment Agreement with Renova Energia S.A. (“Renova”), RR Participações S.A. (“RR”), Light Energia S.A. (“Light Energia”) and Chipley SP Participações S.A. (“Chipley”).

 

The agreement governs the entry of Cemig GT into the controlling stockholding block of Renova, through subscription by Cemig GT of new shares to be issued by Renova, and the structuring of Chipley as a vehicle for growth, in which equity interests would be owned by Cemig GT and Renova, with assignment to the latter of the Agreement for Purchase of Shares in Brasil PCH S.A. (the Brasil PCH share purchase agreement), signed between Cemig GT and Petróleo Brasileiro S.A. (Petrobras), On June 14, 2013.

 

The issue price for the shares in Renova has been set at R$ 16.2266 per common share, in accordance with Article 170, §1, I of the Brazilian Corporate Law, resulting in a value of R$ 1,414,733 — to be updated by the CDI Rate from December 31, 2012 — for the portion of the increase in the share capital of Renova to be subscribed by Cemig GT.

 

The transaction is subject to conditions precedent and commercial conditions. When and if these conditions are fulfilled, the precise amount of the increase in the capital of Renova will decided, and a new stockholders’ agreement will be signed to include Cemig GT, RR and Light Energia in the controlling stockholding block of Renova, under which the total number of shares bound by that stockholders’ agreement will be at least 51% of the common shares of Renova.

 

Rescission of the concession contract for the Itaocara Hydroelectric Plant

 

On June 8, 2013 the Board of Directors of Cemig decided to apply to Aneel, for rescission of Concession Contract 12/2001 (“the Itaocara Concession contract”) under Clause 4 of Law 9074/2005, introduced by Law 12839/2013.

 

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The initial plan and project for the Itaocara Plant (“the Project”) faced environmental obstacles, and the license application for it was set aside, because the Brazilian environment authority, Ibama, decided it was not feasible. However, over recent years, the Consortium sought alternatives that would make the Project environmentally feasible and enable the impediments to be overcome. This resulted in the Project being altered, as per Aneel Dispatch 3634 of September 6, 2011, which specified installed capacity of 145 MW. As a result, it was only in December 2011 that Prior Environmental License 428/2011 was obtained, enabling the next stage — application for the Environmental Construction License — to take place. This License was finally issued on July 29, 2013.

 

The decision to apply for rescission of the Concession Contract is based on the impossibility, in view of the above factors, of sustaining economic and financial equilibrium for the Concession Contract following the decision by the Mining and Energy Ministry to refuse an application to alter the period of the Concession — to a period of 35 years from the grant of the Prior License — since without this change 12 years have been lost from the period of the concession, reducing the time of revenue to less than the period necessary for the return on the investment.

 

Cemig has the intention of continuing to hold the Concession Contract in the event that any supervening decision by the concession-granting power, or any legislative decision, should make commercial operation of the Project financially viable. On the other hand, Cemig GT may also, if its sees fit, take part in any future auction for the concession of the Project.

 

The rescission of the Concession Contract referred to above will not result in any financial charge or burden for Cemig GT, since it has the rights guaranteed by Article 4—A of Law 9074 of 2005, introduced by Law 12839/2013, in regard to:

 

(i)                   release from guarantees of compliance with the obligations under the Concession Contract;

(ii)                non-payment for Use of a Public Asset; and

(iii)             reimbursement of the costs incurred in preparation of studies or projects.

 

Confirmation of the compensatory payment from CDE funds

 

Aneel Dispatch 2701, of July 29, 2013, set the amounts of funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE) to be paid to electricity distribution concession holders, by Eletrobras, by August 2, 2013, for the months of May and June 2013 in compensation of Hydrological Risk, Involuntary Exposure and System Service Charges related to Electricity Supply Security. For the subsidiary Cemig D the amount set was R$ 124,725. This was received in full in the third quarter of 2013.

 

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32.          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.

 

The segments mentioned above are reflected in the Company’s management and organizational structure, and its structure for monitoring results. In accordance with the regulatory framework of the Brazilian electricity sector, there is no segmentation by geographical area.

 

The operational costs and expenses for the first half of 2013 and 2012 are shown in consolidated form in these tables:

 

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PROFIT AND LOSS ACCOUNTS SEPARATED BY ACTIVITY – AT JUNE 30, 2013

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

Description

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

TELECOMS

 

Gás

 

OTHERS

 

Eliminations

 

TOTAL

 

ASSETS

 

9,414,330

 

3,555,932

 

12,411,430

 

330,427

 

 

14,427,100

 

(10,061,277

)

30,077,942

 

INVESTMENTS

 

1,963,861

 

2,202,419

 

 

4,397

 

547,480

 

10,467,150

 

(9,479,485

)

5,705,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

2,516,681

 

106,987

 

4,544,307

 

55,775

 

 

 

47,165

 

(154,331

)

7,116,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(543,527

)

 

(1,821,928

)

 

 

 

(10

)

90,755

 

(2,274,710

)

Charges for the use of the national grid

 

(128,338

)

(141

)

(171,988

)

 

 

 

 

46,375

 

(254,092

)

Total operational costs, Electricity and Gas

 

(671,865

)

(141

)

(1,993,916

)

 

 

 

(10

)

137,130

 

(2,528,802

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(118,307

)

(58,005

)

(493,153

)

(5,997

)

 

 

(30,270

)

 

(705,732

)

Employees’ and managers’ profit shares

 

(18,641

)

(9,014

)

(37,333

)

(676

)

 

 

(5,919

)

 

(71,583

)

Post-retirement obligations

 

(12,749

)

(6,222

)

(59,420

)

 

 

 

(5,523

)

 

(83,914

)

Materials

 

(2,782

)

(1,918

)

(23,024

)

(78

)

 

 

(163

)

 

(27,965

)

Raw Material

 

(51,717

)

 

 

 

 

 

 

 

 

 

 

 

(51,717

)

Outsourced services

 

(63,370

)

(13,935

)

(361,112

)

(9,829

)

 

 

(6,208

)

15,451

 

(439,003

)

Depreciation and amortization

 

(155,727

)

 

(213,116

)

(15,304

)

 

 

(215

)

(2,763

)

(387,125

)

Operational provisions

 

(5,972

)

(2,929

)

(73,423

)

(17

)

 

 

(30,957

)

 

(113,298

)

Royalties for use of water resources

 

(62,853

)

 

 

 

 

 

 

 

(62,853

)

Construction costs

 

 

(43,579

)

(421,826

)

 

 

 

 

 

(465,405

)

Other

 

(29,521

)

(9,149

)

(108,905

)

(8,950

)

 

 

(18,496

)

(2,077

)

(177,098

)

Total cost of operation

 

(521.639

)

(144,751

)

(1,791,312

)

(40,851

)

 

 

(97,751

)

10,611

 

(2,585,693

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1.193.504)

 

(144.892

)

(3.785.228)

 

(40.851

)

 

 

(97.761

)

147.741

 

(5.114.495)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

1.323.177

 

(37.905

)

759.079

 

14.924

 

 

 

(50.596

)

(6.590

)

2.002.089

 

Equity gain (loss) in subsidiaries

 

(1.024

)

117.474

 

 

(8.753

)

39.403

 

1.296.509

 

(1.193.027)

 

250.582

 

Gain on disposal of investments in TBE

 

 

 

284.298

 

 

 

 

 

 

 

 

 

 

 

284.298

 

Unrealized profit

 

 

 

 

 

 

 

(80.959

)

 

(80.959

)

Financial revenue

 

43,815

 

12,113

 

145,764

 

2,156

 

 

 

78,991

 

 

282,839

 

Financial expenses

 

(142,557

)

(118,158

)

(310,566

)

(2,119

)

 

 

(24,561

)

 

(597,961

)

PRETAX PROFIT

 

1.223.411

 

257.822

 

594.277

 

6.208

 

39.403

 

1.219.384

 

(1.199.617)

 

2.140.888

 

Income tax and Social Contribution tax

 

(456.139

)

91.426

 

(124.683

)

(3.732

)

 

 

(91.852

)

 

(584.980

)

Deferred income tax and Social Contribution tax

 

39.602

 

(8.315

)

(77.414

)

(1.257

)

 

 

(25.939

)

 

(73.323

)

 

 

806.874

 

340.933

 

392.180

 

1.219

 

39.403

 

1.101.593

 

(1.199.617)

 

1.482.585

 

 

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PROFIT AND LOSS ACCOUNTS SEPARATED BY ACTIVITY – AT JUNE 30, 2012

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

Description

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

TELECOMS

 

Gás

 

OTHERS

 

Eliminations

 

TOTAL

 

ASSETS

 

8.973.003

 

3.459.484

 

11.157.104

 

369.521

 

 

 

15.084.187

 

(9.329.873

)

29.713.426

 

INVESTMENTS

 

849.742

 

2.048.380

 

 

4.397

 

508.077

 

11.611.041

 

(8.675.583)

 

6.346.054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

2.064.101

 

224.636

 

4.471.887

 

58.810

 

 

30.258

 

(194.649

)

6.655.043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(243,024

)

 

(1,780,889

)

 

 

 

(17

)

87,112

 

(1,936,818

)

Charges for the use of the national grid

 

(135,798

)

(105

)

(391,911

)

 

 

 

 

92,425

 

(435,389

)

Total operational costs, Electricity and Gas

 

(378,822

)

(105

)

(2,172,800

)

 

 

 

(17

)

179,537

 

(2,372,207

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(91,845

)

(52,759

)

(385,024

)

(7,474

)

 

 

(26,291

)

 

(563,393

)

Employees’ and managers’ profit shares

 

(18,782

)

(9,047

)

(78,828

)

35

 

 

 

(9,223

)

 

(115,845

)

Post-retirement obligations

 

(10,077

)

(4,919

)

(46,944

)

 

 

 

(5,055

)

 

(66,995

)

Materials

 

(4,354

)

(2,500

)

(21,895

)

(75

)

 

 

(391

)

 

(29,215

)

Raw Material

 

(163

)

 

 

 

 

 

 

(163

)

Outsourced services

 

(55,589

)

(16,454

)

(325,044

)

(8,989

)

 

 

(9,544

)

13,645

 

(401,975

)

Depreciation and amortization

 

(178,602

)

 

(176,471

)

(16,042

)

 

 

(200

)

 

(371,315

)

Operational provisions

 

(5,326

)

(2,652

)

(54,408

)

(10

)

 

 

16,690

 

 

(45,706

)

Royalties for use of water resources

 

(94,848

)

 

 

 

 

 

 

 

(94,848

)

Construction costs

 

 

(42,528

)

(542,426

)

 

 

 

 

 

(584,954

)

Other

 

(27,885

)

(11,371

)

(94,260

)

(8,341

)

 

 

(17,741

)

(3,343

)

(162,941

)

Total cost of operation

 

(487,471

)

(142,230

)

(1,725,300

)

(40,896

)

 

 

(51,755

)

10,302

 

(2,437,350

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(866,293

)

(142,335

)

(3,898,100

)

(40,896

)

 

 

(51,772

)

189,839

 

(4,809,557

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

1,197,808

 

82,301

 

573,787

 

17,914

 

 

 

(21,514

)

(4,810

)

1,845,486

 

Equity gain (loss) in subsidiaries

 

(12.323

)

87.184

 

 

(9.414

)

23.747

 

1.239.784

 

(1.091.292)

 

237.686

 

Financial revenue

 

48.088

 

18.582

 

149.113

 

5.224

 

 

75.519

 

 

296.526

 

Financial expenses

 

(161.382

)

(119.832

)

(293.220

)

(2.466

)

 

(60.495

)

 

(637.395

)

PRETAX PROFIT

 

1.072.191

 

68.235

 

429.680

 

11.258

 

23.747

 

1.233.294

 

(1.096.102)

 

1.742.303

 

Income tax and Social Contribution tax

 

(397.512

)

7.173

 

(265.658

)

(5.009

)

 

(4.361

)

 

(665.367

)

Deferred income tax and Social Contribution tax

 

43.586

 

(831

)

118.264

 

(1.901

)

 

(434

)

 

158.684

 

NET PROFIT FOR THE PERIOD

 

718.265

 

74.577

 

282.286

 

4.348

 

23.747

 

1.228.499

 

(1.096.102)

 

1.235.620

 

 

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CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE

 

(Figures are in R$ ’000 unless otherwise indicated.)

 

Profit for the period

 

For the first half of 2013 (1H13) Cemig reports profit of R$ 1,482,585, which is 19.99% higher than its profit of R$ 1,235,620 in first half 2012 (1H12). This result is mainly due to operational revenue 6.94% higher, and a net gain on the sale of the interest in TBE — these factors being partially offset by higher costs of purchase of electricity, and higher personnel expenses, due to the amounts provisioned in 2013 for the PID Incentive Retirement Program.  Below are comments on the principal changes between the two years in revenues, costs and expenses, and financial revenues/expenses.

 

Ebitda (earnings before interest, tax, depreciation and amortization)

 

Cemig’s Ebitda in the first half of 2013 was 15.83% higher than in the first half of 2012.

 

EBITDA - R$ ’000

 

1H13

 

1H12

 

Δ, %

 

Profit for the period

 

1,482,585

 

1,235,620

 

19.99

 

+ Expense on income tax and Social Contribution tax

 

658,303

 

506,683

 

29.92

 

+ Net financial revenue (expenses)

 

315,122

 

340,869

 

(7.55

)

+ Amortization

 

387,125

 

371,315

 

4.26

 

= EBITDA

 

2,843,135

 

2,454,487

 

15.83

 

 

Ebitda, 1H12 and 1H13

 

 

Ebitda is a non-accounting measure prepared by the Company, reconciled with the interim financial information in accordance with CVM Circular SNC/SEP 1/2007 and CVM Instruction 527 of October 4, 2012. It comprises Net profit adjusted by 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 nor by IFRS; it has no standard meaning; and it may in any particular case be not comparable with measurements with similar titles supplied by other companies. Cemig publishes Ebitda because it uses it for the purposes of measuring its own performance. Ebitda should not be considered in isolation, or as being a substitute for net profit or operational profit, or as being an indicator of operational performance, or cash flow, or as cash flow, or to measure the Company’s liquidity or its capacity to pay debt.

 

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The higher Ebitda in 1H13 than in 1H12 mainly reflects net revenue 12.70% higher, partially offset by operational costs and expenses (excluding the effects of depreciation and amortization) 8.76% higher. In line with the higher Ebitda, Ebitda Margin was higher, at 39.95%, in 1H13 than in 1H12 (36.88%).

 

Revenue from supply of electricity (including Revenue for use of the network – captive consumers)

 

Gross revenue from retail electricity sales in the first half of 2013 was R$ 7,000,636, compared to R$ 7,419,209, in the first half of 2012– a reduction of 5.64%.

 

Sales to final consumers in 1H13 were R$ 6,081,124 – 8.41% lower than in 1H12 (R$ 6,639,497). The main factors affecting revenue in 1H13 were:

 

·                  For captive consumers, an average reduction in tariffs of 18.14%, as a result of the Extraordinary Tariff Review created by Provisional Measure 579 of September 11, 2012 (converted into Law 12,783 of January 11, 2013). The tariffs were applied from January 24, 2013 to April 7, 2013, when the completion of the Ordinary Tariff Review – which happens every 5 years under the concession contract – took place.

 

·                  The quantity of electricity supplied to final consumers was 2.44% lower year-on-year.

 

·                  Tariff adjustment in Cemig D (Distribution), with average impact on consumer tariffs of 3.85%, from April 8, 2012 (full effect in 2013);

 

·                  Tariff adjustment in Cemig D, with average impact of 2.99% on consumer tariffs, starting from April 8, 2013.

 

·                  Adjustment in contracts for sale of electricity to final consumers – most of which are indexed to the IGP–M inflation index.

 

Electricity sold to final consumers (MWh)

(Data not reviewed by external auditors)

 

 

 

MWh

 

Consumer category

 

1H13

 

1H12

 

Δ, %

 

Residential

 

4,695,961

 

4,383,682

 

7.12

 

Industrial

 

11,183,632

 

12,359,505

 

(9.51

)

Commercial, Services and Others

 

3,031,893

 

2,850,431

 

6.37

 

Rural

 

1,335,075

 

1,264,667

 

5.57

 

Public authorities

 

426,126

 

409,577

 

4.04

 

Public illumination

 

629,969

 

615,371

 

2.37

 

Public service

 

609,795

 

578,059

 

5.49

 

Total

 

21,912,451

 

22,461,292

 

(2.44

)

 

The consumption by the industrial consumer category, 9.51% lower year-on-year, was due to the reduction in the level of the sector’s activity. The effect was offset by the increase in the categories (a) Residential, and (b) Commerce, Services and Others — caused mainly by the higher number of consumers: in the two categories the numbers of consumers were

 

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respectively 3.07% and 2.25%higher year-on-year. Also note that due to the higher price of electricity in the wholesale market in 2013 — due to the low levels of reservoirs - part of the electricity available for resale migrated from Free Consumers to sale on the Electricity Tracing Chamber (Câmara de Comercialização de Energia Elétrica or CCEE).

 

In the Rural consumer category, one of the main factors for the increase of 5.57% was the significant demand for electricity for irrigation, due to the atypical climate conditions for the rainy season — low levels of rain in February and March.

 

Wholesale supply to other concession holders

 

The volume of electricity sold to other concession holders in 1H13 totaled 7,659,519 MWh, 19.69% more than in 1H12 (6,399,374 MWh). The revenue from electricity sold in 1H13 was R$ 919,512, compared to R$ 779,712 in 1H12. The average sale price of see was not significantly different — at R$ 120.05 per MWh in 1H13 and R$ 121.84 /MWh in 1H12.

 

Revenue from use of the network — Free consumers

 

This revenue is from the Tariff for Use of the Distribution System (Tarifa de Uso do Sistema de Distribuição, or TUSD), and consists of the amounts charged to Free Consumers for carriage of the electricity sold to them. Revenue in the first half of 2013 was R$ 571,724, compared to R$ 904,289 in the first half of 2012 — a reduction of 36.78%. This reflects the reduction of the tariff as a result of the Tariff Review of Cemig D, which had an average effect for Free Consumers of a reduction of 33.22% in the TUSD, from April 8, 2013.

 

Transactions in electricity on the CCEE

 

This revenue is associated with Cemig’s net exposure in the spot market, which was R$ 840,388 in 1H13, or 274.25% more than in 1H12 (R$ 224,551). The increase reflects greater availability of electricity for settlement in the spot market, associated with the increase in the average spot price (Preço de Liquidação de Diferenças, or PLD), which was R$ 288.24 / MWh in 1H13, and R$ 115.40/MWh in 1H12.

 

Transmission concession revenue

 

The revenue from the transmission concession in 1H13 was R$ 205,327, 37.79% of the revenue in 1H12 (R$ 330,042). The change mainly reflects the renewal of the Company’s old transmission concessions: as from 2013, these are now remunerated only for the service of operation and maintenance of the infrastructure, under Provisional Measure 579 (converted into Federal Law 12783/13).

 

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Distribution construction revenue

 

The total of Distribution infrastructure construction was R$ 421,826 in 1H13, 22.23% less than in 1H12 (R$ 542,426). This Revenue is fully offset by Construction costs, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.

 

Other operational revenues

 

The Company’s Other revenues in 1H13 were 71.17% higher, at R$ 446,405, than in 1H12 (R$ 260,801). This was mainly due to receipt of compensating funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE), to represent the subsidies on the Tariff for Use of the Distribution System (TUSD), which were not incorporated into the tariff, in the amount of R$ 215,747 in 1H13.

 

Taxes and charges applied to Revenue

 

Sector taxes and charges, which effectively function as deductions from revenue, in 1H13 totaled R$ 2,413,301, 21.36% less than in 1H12 (R$3,068,803,). This is mainly the result of application of Law 12,783 (of January 11, 2013), which reduced the sector charges. Comments on these follow below:

 

The Fuel Consumption Account — CCC

 

This charge — the Fuel Consumption Account (Conta de Consumo de Combustível, or CCC) is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared proportionally between concession holders in accordance with the size of the market served, on a basis set by an Aneel Resolution.

 

As from February 2013, as a result of Law 12783/13, the Company is exempt from payment of the CCC. The charges in the half year were those of January, R$ 25,487, which compare with the total of R$ 288,086 for 1H12 — a reduction of 91.15%.

 

Global Reversion Reserve (RGR)

 

This is an annual quota included in the costs of concession holders, to generate revenue dedicated to expansion and improvement of public electricity services. The payments are laid down by an Aneel Resolution

 

Starting in February 2013, Cemig D became exempt from payment of the RGR. The resulting expense on the RGR in 1H13 was R$ 60,173, compared to R$ 109,554 in 1H12 — a reduction of 45.07%.

 

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Energy Development Account - CDE

 

This charge (Conta de Desenvolvimento Energético) was created to increase the competitiveness of electricity generation from alternative sources. The payments are set by Aneel Resolution.

 

For Cemig they totaled R$ 65,743 in 1H13, a reduction of 73.59% from their total of R$ 248,967 in 1H12. Law 12783 reduced the CDE charges by 75%.

 

This is a non-manageable 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.

 

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

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (including Construction cost, and excluding Financial revenue/expenses) in 1H13 were R$ 5,114,495, 6.34% more than in 1H12 (R$ 4,809,557). For more information on the components of Operational costs and expenses, please see Explanatory Note 24 to the consolidated Interim financial statements.

 

The main variations in expenses were:

 

Charges for the use of the national grid

 

Charges for use of the grid in 1H13 totaled R$ 254,092, compared to R$ 435,389 in 1H12, a reduction of 41.64%. This is the result of Law 12783 (of January 2013), which reduced the sector charges and also renewed older transmission concessions, at the same time reducing the remuneration of the concession holders, which was reflected in lower transmission charges.

 

The charges are payable by electricity distribution and generation agents for use of the facilities that are components of the national grid. The amounts to be paid are set by an Aneel Resolution.

 

This is a non-manageable 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.

 

Construction cost

 

Infrastructure Construction Costs were R$ 465,405 in 1H13, 20.44% lower than in 1H12 (R$ 584,954). This cost is fully offset by Construction Revenue, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.

 

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Personnel

 

Personnel expenses in 1H13 were R$ 705,732 in 1H13, compared to R$ 563,393 in 1H12 — an increase of 25.26%. This is mainly due to employees joining the early retirement offer made by the PID Incentive Retirement Plan — the provision for this, of R$ 112,460, was recorded in the Profit and loss account for 1H13.

 

Electricity bought for resale

 

The expense on electricity bought for resale in 1H13 was R$ 2,274,710, 17.45% more than in 1H12 (R$ 1,936,818). The main factors were:

 

·                  Purchases of electricity for resale R$ 257,915 higher in 2Q13, due to greater selling activity, associated with the higher cost of acquisition due to the higher market price of electricity;

 

The effect of this increase was partially offset by the effect of lower net expenses on spot market purchases arising from exposure in the CCEE, following the government’s reimbursement of portions of costs totaling R$ 848,332, as follows:

 

·                  R$ 489,491 as reduction of the impact of the tariff adjustment of Cemig D, limited to 3.0% by the federal government — payment to Cemig D of part of the expenses on purchase of electricity that was higher than revenue in the period April 2012 to April 2013;

 

·                  R$ 358,841 for relief of the financial exposure to the spot market, to cover the tariff deficit caused by hydrological risk arising from the quotas, the involuntary exposure arising from not adhering to the extension of the concessions, and the System Service Charge (ESS) covering Security of Supply.

 

·                  Expenses on electricity acquired via auction 8.85% higher, at R$ 962,842 in 1H13, compared to R$ 884,574 in 1H12, arising from availability contracts, due to expenditure on fuel for generation by the thermal plants.

 

·                  Allocation, to the distributors of the National Grid system, of physical energy and power guarantee quotas for the plants whose concessions were renewed under Law 12783 (of January 2013);

 

·                  The expense on electricity from Itaipu was 14.50% higher, since it is indexed to the dollar: it was R$ 477,732 in 1H13, vs. R$ 417,243 in 1H12. Among other factors, this reflects the depreciation of the Real against the dollar in the first half of 2013, compared to its appreciation during 1H12. The average dollar exchange rate for invoices of the first half of 2013 was R$ 2.038/US$ in 1H12, compared to R$ 1,917/US$ in 1H13 — a difference of 6.28%.

 

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Operational provisions

 

Operational provisions in 1H13 were R$ 113,298, 147.88% higher than in 1H12 (R$ 45,706). This variation mainly reflects a provision made on June 30, 2013, in the amount of R$ 18,772, for a regulatory action on distribution service quality measurement indicators; and also an increase of R$ 80,195 for employment-law legal actions. The increase in employment-law provisions reflects the higher volume, and review of the assessment of chances of loss in this type of action in the period, partially offset by reversal of provisions for certain actions on consumer relations, due mainly to re-assessment of the chances of loss in those actions, based on the opinion of the Company’s legal advisers.

 

Post-retirement liabilities

 

Post-retirement liabilities in 1H13 were R$ 83,914, 25.25% higher than in 1H12 (R$ 66,995).  The expense basically reflects financial updating of the obligation and this variation arises, principally, from reduction of the discount rate on the actuarial obligations as from December 31, 2012 (3.66% in 2012, compared to 5.53% in 2011), which had the consequence of increasing the actuarial obligations recorded by the company as from that date.

 

Gain on the transfer of shares of TBE

 

in the first half of 2013 the company reported a net gain in the amount of R$ 284,298.This amount corresponds to the disposal of the investment in the TBE group, in view of the transfer, on May 31, 2013, of the totality of the equity interest in TBE held by Cemig GT to Taesa.

 

Net financial revenue (expenses)

 

Cemig reported net financial expenses in 1H13 of R$ 315,122, which compares with net financial expenses of R$ 340,869 in 1H12 — a reduction of 7.55%. The items in net financial expenses with the largest variations are:

 

·                  income from cash investments 6.64% higher, at R$ 105,326 in 1H13, compared to R$ 98,764 in 1H12, due to the higher volume of cash available for investment in 2013.

 

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·                  income from late payment on electricity bills 23.96% higher, at R$ 87,602 in 1H13, compared to R$ 70,671 in 1H12 — primarily reflecting a Debt Recognition Agreement with a large client, for non-payment of charges for use of the distribution system in the period from April 2003 to December 2004;

 

·                  monetary updating on Accounts receivable from the Minas Gerais State Government 44.38% lower, at R$ 43,547 in 1H13, compared to R$ 78,291 in 1H12, due to the bringing forward of full payment of the obligations in first quarter 2013;

 

·                  costs of loans and financings 19.23% lower, at R$ 335,289 in 1H13, compared to R$ 415,128 in 1H12, basically due to a lower volume of funds raised indexed to the CDI rate;

 

·                  monetary updating of loans and financings 64.82% higher, at R$ 123,801 in 1H13, compared to R$ 75,112 in 1H12. This is basically due to the higher volume of funds raised in the first quarter of 2013 indexed to inflation indices, linked to the increase in the IPCA index in the period.

 

For a breakdown of financial revenues and expenses, please see Explanatory Note 25 to the consolidated Interim financial statements.

 

Income tax and Social Contribution tax

 

In 1H13 Cemig had expenses of R$ 658,303 on income tax and the Social Contribution tax, on pre-tax profit of R$ 2,140,888, representing a percentage rate of 30.75%. In 1H12 the company had expenses of R$ 506,683 on income tax and the Social Contribution tax, on pre-tax profit of R$ 1,742,303, representing a percentage of 29.08%.  These effective rates are reconciled with the nominal rates in Explanatory Note 8 to the consolidated interim financial statements.

 

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PROFIT AND LOSS ACCOUNTS FOR THE

SECOND QUARTERS OF 2013 AND 2012

 

PROFIT AND LOSS ACCOUNTS FOR THE SECOND QUARTERS OF 2013 AND 2012

 

 

 

2Q13

 

2Q12

 

Δ, %

 

REVENUE

 

3,438,990

 

3,463,114

 

(0.70

)

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

Personnel and managers

 

(262,802

)

(266,455

)

(1.37

)

Employees’ and managers’ profit shares

 

(15,582

)

(61,490

)

(74.66

)

Post-retirement liabilities

 

(41,957

)

(33,497

)

25.26

 

Materials

 

(23,740

)

(16,396

)

44.79

 

Outsourced services

 

(249,302

)

(198,869

)

25.36

 

Electricity bought for resale

 

(1,301,923

)

(1,078,456

)

20.72

 

Depreciation and amortization

 

(184,140

)

(173,935

)

5.87

 

Royalties for use of water resources

 

(28,812

)

(45,875

)

(37.19

)

Operational provisions

 

(71,060

)

23,738

 

(399.35

)

Infrastructure construction cost

 

(261,057

)

(360,461

)

(27.58

)

Charges for the use of the national grid

 

(127,867

)

(217,739

)

(41.28

)

Other expenses, net

 

(90,245

)

(81,784

)

10.35

 

 

 

(2,658,487

)

(2,511,219

)

5.86

 

Equity gain (loss) in subsidiaries

 

84,424

 

88,343

 

(4.44

)

Unrealized profit

 

(80,959

)

 

 

Gain on transfer of shares of TBE

 

284,298

 

 

 

Profit before Financial revenue (expenses)

 

1,068,266

 

1,040,238

 

2.69

 

Financial revenues

 

144,450

 

143,172

 

0.89

 

Financial expenses

 

(296,036

)

(324,853

)

(8.87

)

Pretax profit

 

916,680

 

858,557

 

6.77

 

Income tax and Social Contribution tax

 

(246,590

)

(338,140

)

(27.07

)

Deferred income tax and Social Contribution tax

 

(52,852

)

83,815

 

(163.06

)

Profit (loss) for the period

 

617,238

 

604,232

 

2.15

 

Basic and diluted profit per common share

 

0.6414

 

0.6279

 

 

 

 

Profit (loss) for the period

 

Cemig reported net profit for the second quarter of 2013 (2Q13) of R$ 617,238, 2.15% more than its net profit for second quarter 2012 (2Q12), of R$ 604,232. One of the principal ingredients in this result was the net gain obtained on transfer of the investment in the TBE companies to Taesa, partially offset by the effect of increased costs of electricity bought for resale. Below are comments on the principal changes between the two years in revenues, costs and expenses, and financial revenues/expenses.

 

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Ebitda (earnings before interest, tax, depreciation and amortization)

 

Cemig’s Ebitda was 3.15% higher in 1H13 than one 1H12:

 

Ebitda - R$ ’000 R$ ’000 

 

2Q13

 

2Q12

 

Δ, %

 

Profit (loss) for the period

 

617,238

 

604,232

 

2.15

 

+ Expense on income tax and Social Contribution tax

 

299,442

 

254,325

 

17.74

 

+ Net financial revenue (expenses)

 

151,586

 

181,681

 

(16.56

)

+ Amortization

 

184,140

 

173,935

 

5.87

 

(=) Ebitda

 

1,252,406

 

1,214,173

 

3.15

 

 

Ebitda, 2Q12 and 2Q13

 

 

Ebitda is a non-accounting measure prepared by the Company, reconciled with the interim financial information in accordance with CVM Circular SNC/SEP 1/2007 and CVM Instruction 527 of October 4, 2012. It comprises Net profit adjusted by 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 nor by IFRS; it has no standard meaning; and it may in any particular case be not comparable with measurements with similar titles supplied by other companies. Cemig publishes Ebitda because it uses it for the purposes of measuring its own performance. Ebitda should not be considered in isolation, or as being a substitute for net profit or operational profit, or as being an indicator of operational performance, or cash flow, or as cash flow, or to measure the Company’s liquidity or its capacity to pay debt.

 

The higher Ebitda in 2Q13 than 2Q12 mainly reflects the net gain on disposal of the equity interest in the TBE Group, the effect being partially offset by operational costs and expenses (excluding the effects of amortization) 5.86% higher. In line with the higher Ebitda, Ebitda margin in 2Q13 was 36.42%, compared to 35.06% in 2Q12.

 

Revenue from supply of electricity (including Revenue for use of the network — captive consumers)

 

Total revenue from sales of electricity was R$ 3,533,238 in 2Q13, compared to R$ 3,794,898, representing a reduction of 6.90%.

 

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Sales to final consumers totaled R$ 3,081,447 in 2Q13, compared to R$ 3,401,588 in 2Q12, a reduction of 9.41%. The main factors affecting revenue in 2Q13 were:

 

·                  For captive consumers, an average reduction in tariffs of 18.14%, as a result of the Extraordinary Tariff Review created by Provisional Measure 579 of September 11, 2012 (Law 12783 of Jan. 2013). The tariffs were applied from January 24, 2013 to April 7, 2013, when the final completion of the Ordinary Tariff Review — which happens every 5 years under the concession contract — took place.

 

·                  The quantity of electricity supplied to final consumers was 3.06% lower year-on-year.

 

·                  Annual tariff adjustment, with average effects on consumer tariffs of 3.85%, effective from April 8, 2012 (full effect in 2013).

 

·                  Tariff increase for Cemig D, with average effect on consumer tariffs of 2.99%, in effect from April 8, 2013.

 

·                  Adjustment of contracts for sale of electricity to Free Consumers in 2013 — the greater part of these contracts are indexed to the variation in the IGP-M inflation index.

 

Electricity sold to final consumers (MWh)

(Information not reviewed by the external auditors.)

 

 

 

MWh

 

Consumer category

 

2Q13

 

2Q12

 

Δ, %

 

Residential

 

2,383,392

 

2,197,817

 

8.44

 

Industrial

 

5,683,850

 

6,343,741

 

(10.40

)

Commercial, Services and Others

 

1,503,197

 

1,415,086

 

6.23

 

Rural

 

702,258

 

701,811

 

0.06

 

Public authorities

 

217,861

 

214,249

 

1.69

 

Public illumination

 

320,156

 

306,101

 

4.59

 

Public service

 

305,469

 

288,652

 

5.83

 

Total

 

11,116,183

 

11,467,457

 

(3.06

)

 

The consumption by the industrial consumer category, 10.40% lower year-on-year, was due to the reduction in the level of the sector’s activity. Also, due to the higher price of electricity in the wholesale market in 2013, which was a result of the low level of the reservoirs, part of the electricity available for resale migrated from Free Consumers to settlement in the wholesale market (CCEE).

 

Supply to other concession holders

 

The quantity of electricity sold to other concession holders was 3,775,989 MWh in 2Q13, compared to 3,093,110 MWh in second quarter 2012, an increase of 22.08%. Revenue from energy sold was R$ 451,791 in 2Q13, compared to R$ 393,310 in 2Q12.The average

 

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sale price of electricity in 2Q13 was R$ 119.65/MWH, compared to R$ 1 27.16/MWH in 2Q12, a reduction of 5.90%.

 

Revenue from use of network — Free consumers

 

This is revenue from charging of the TUSD — Tariff for Use of the Distribution System — to Free Consumers for transport of electricity sold. This revenue in 2Q13 was R$ 220,163, compared to R$ 457,839 in 2Q12, a reduction of 51.91%. The variation mainly reflects the reduction in the tariff resulting from the tariff review of Cemig D, which had an average impact perceived by Free Consumers of 33.22%, as from April 8, 2013.

 

Transactions in electricity on the CCEE

 

This revenue is associated with Cemig’s net exposure to the spot market, which was R$ 261,641 in 2Q13, compared to R$ 106,074 in 2Q12 — an increase of 146.66%. This is mainly due to greater availability of electricity for settlement on the CCEE in the period, and also the effect of the higher price of electricity in the spot market, which was the result of the low level of the reservoirs in 2013.

 

Transmission concession revenue

 

The Transmission Concession Revenue in 2Q13 was R$ 115,629, 27.95% more than in 2Q12 (R$ 160,483). The change is basically due to renewal of the Company’s older transmission concessions which, as from 2013, began to be remunerated only for operation and maintenance of the infrastructure, in accordance with the terms of Provisional Measure 579 (converted into Federal Law 12783/13).

 

Distribution construction revenue

 

The Distribution Infrastructure Construction revenue in 2Q13 was R$ 235,118, 31.15% less than in 2Q12 (R$ 341,471). This revenue is fully offset by Construction Costs, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.

 

Other operational revenues

 

The Company’s Other revenues were 110.56% higher in 2Q13 (R$ 246,979), than in 2Q12 (R$ 117,298). The main cause of this difference was the compensation from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE), to compensate for the subsidies in the TUSD that were not incorporated into the tariff, in an amount totaling R$ 136,026 in 2Q13.

 

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Sector / regulatory charges — deductions from revenue

 

Regulatory charges on revenue in 2Q13 were R$ 1,199,718, which was 21.79% below their level of 2Q12 (R$ 1,533,939). This is mainly the result of application of Law 12783 of January 11, 2013, which reduced the sector charges.

 

Fuel Consumption Account (CCC)

 

This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared proportionally between concession holders in accordance with the size of the market served, on a basis set by an Aneel Resolution.

 

Starting in February 2013, Law 12783/13 made the Company exempt from payment of the CCC, so that its contribution was much lower in 2Q13 than in 2Q12 (when it was R$ 118,602).

 

Energy Development Account - CDE

 

The Energy Development Account (Conta de Desenvolvimento Energético, or CDE) was created to promote the competitiveness of electricity generation from alternative sources. The payments are set by an Aneel Resolution.

 

The charges for the CDE in 2Q13 were R$ 32,307, a reduction of 74.00% from R$ 124,249 in 2Q12. Law 12783 reduced to the CDE charges by 75.00%.

 

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

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (including Construction cost, and excluding Financial revenue/expenses) totaled R$ 2,658,487 in 2Q13, 5.86% more than in 2Q12 (R$ 2,511,219). For more information on the components of Operational costs and expenses, please see Explanatory Note 23 to the Interim Financial Statements.

 

The main variations in expenses were:

 

Charges for the use of the national grid

 

Charges for use of the National Grid totaled R$ 127,867 in 2Q13, 41.28% less than in 2Q12 (R$ 217,739). This is the result of Law 12783 (of January 2013), which reduced the sector charges and also renewed older transmission concessions, at the same time reducing the remuneration of the concession holders, which was reflected in lower transmission charges.

 

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The charges are payable by electricity distribution and generation agents for use of the facilities that are components of the national grid. The amounts to be paid are set by an Aneel Resolution.

 

This is a non-manageable 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.

 

Construction cost

 

Infrastructure Construction Cost in 2Q13 was R$ 261,057, 27.58% less than in 2Q12 (R$ 360,461). This cost is fully offset by Construction Revenue, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.

 

Electricity bought for resale

 

The expense on electricity bought for resale was R$ 1,301,923 in 2Q13, compared with R$ 1,078,456 in 2Q12, an increase of 20.72%. The main factors were:

 

·                  purchases of electricity for resale R$ 140,831 higher in 2Q13, due to greater selling activity, associated with the higher cost of acquisition due to the higher market price of electricity;

 

·                  lower net expenses on spot market purchases arising from exposure in the CCEE, following the government’s reimbursement of portions of costs totaling R$ 132,944:

 

·                  Expense on electricity acquired via auction 9.80% higher, at R$ 537,127 in 1H13, compared to R$ 489,206 in 1H12, arising from availability contracts, due to expenditure on fuel for generation by the thermal plants.

 

·                  allocation, to the distributors of the National Grid system, of physical energy and power guarantee quotas for the plants whose concessions were renewed under Law 12783 (of January 2013);

 

·                  expense on electricity from Itaipu 9.02% higher, since it is indexed to the dollar: it was R$ 246,738 in 2Q13, vs. R$ 226,332 in 2Q12. Among other factors, this reflects the depreciation of the Real against the dollar in the first half of 2013, compared to its appreciation during 2Q12.

 

·                  The average dollar exchange rate for invoices in 2Q13 was R$ 2.010/US$ in 1H13, compared to R$ 2,082/US$ in 1H12 — a difference of 3.11%.

 

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Operational provisions

 

Operational provisions of R$ 71,060 were made in 2Q13, compared to recovery of expenses in 2Q12 totaling R$ 23,738. This is mainly due to:

 

·                  a provision of R$ 18,772 made on June 30, 2013, for a regulatory action on distribution service quality measurement indicators;

 

·                  an increase of R$ 41,845 in provisions for employment-law legal actions, due to the higher volume and revision of assessment of the chance of loss on actions of this type in this period;

 

·                  reversal of provisions, classified as Other provisions, in 2Q12 mainly due to re-assessment, on the basis of the opinion of the Company’s legal advisors, of the probabilities of loss in various legal actions dealing with consumer relations.

 

Post-retirement liabilities

 

Post-retirement liabilities in 2Q13 were R$ 41,957, 25.26% higher than in 2Q12 (R$ 33,497).  The expense basically reflects financial updating of the obligation and this variation arises, principally, from reduction of the discount rate on the actuarial obligations as from December 31, 2012 (3.66% in 2012, compared to 5.53% in 2011), which had the consequence of increasing the actuarial obligations recorded by the company as from that date.

 

Gain on the transfer of shares of TBE

 

In 2Q13 the Company reported a net gain of R$ 284,298 on the disposal of the investment in the TBE group, in view of the transfer to Taesa, on May 31, 2013, of the totality of the equity interest in TBE held by Cemig GT.

 

Net financial revenue (expenses)

 

Cemig reported net financial expenses 2Q13 of R$ 151,586, which compares with net financial expenses of R$ 181,681 in 2Q12 — a reduction of 16.56%. The items in net financial expenses with the largest variations are:

 

·                  income from cash investments 35.19% higher, at R$ 70,739 in 2Q13, compared to R$ 52,326 in 2Q12, due to the higher volume of cash available for investment in 2013.

 

·                  income from late payment on electricity bills 29.61% higher, at R$ 49,505 in 2Q13, compared to R$ 38,195 in 2Q12 — primarily reflecting a Debt Recognition Agreement with a large client, for non-payment of charges for use of the distribution system in the period from April 2003 to December 2004;

 

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·                  revenue of R$ 34,732 represented by monetary updating of Accounts receivable from the Minas Gerais State Government in 2Q12, while there was no revenue from this source in 2Q13, due to the full payment of the obligations in 1H13;

 

·                  costs of loans and financings 19.87% lower, at R$ 159,024 in 2Q13, compared to R$ 198,456 in 2Q12, basically due to the lower volume of funds raised indexed to the CDI rate;

 

·                  monetary updating of loans and financings 31.80% higher, at R$ 58,487 in 2Q13, compared to R$ 44,374 in 2Q12. This is basically due to the higher volume of funds raised in the first quarter of 2013 indexed to inflation indices, linked to the increase in the IPCA index in the period.

 

For a breakdown of financial revenues and expenses, please see Explanatory Note 25 to the consolidated Interim financial statements.

 

Income tax and Social Contribution tax

 

In 2Q13 Cemig’s expenses on income tax and the Social Contribution tax totaled R$ 299,442, on pretax profit of R$ 916,680, a percentage of 32.67%. In 2H13 Cemig’s expenses on income tax and the Social Contribution tax was R$ 254,325, on pretax profit of R$ 858,557, a percentage of 29.62%. These effective rates are reconciled with the nominal rates in Explanatory Note 8 to the consolidated interim financial statements.

 

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FINANCIAL STATEMENTS SEPARATED BY COMPANY

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY: JUNE 30, 2013 (SUBSIDIARIES)

 

Description

 

HOLDING

 

CEMIG - GT

 

CEMIG-D

 

CEMIG
TELECOM

 

SÁ CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATIONS /
TRANSFERS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

14.326.384

 

12.087.492

 

12.411.430

 

330.427

 

189.287

 

157.203

 

636.996

 

(10.061.277

)

30.077.942

 

Cash and cash equivalents

 

397.373

 

514.791

 

611.077

 

45.058

 

14.715

 

12.534

 

33.922

 

588

 

1.630.058

 

Securities

 

1.204.331

 

833.845

 

521.163

 

3.431

 

17.348

 

10.468

 

239.403

 

 

2.829.989

 

Accounts receivable

 

 

647.848

 

1.627.580

 

 

6.451

 

4.693

 

25.438

 

(21.767

)

2.290.243

 

Taxes

 

427.383

 

131.880

 

1.390.538

 

30.328

 

513

 

74

 

3.744

 

 

1.984.460

 

Other assets

 

776.745

 

281.882

 

1.526.615

 

28.199

 

4.027

 

387

 

33.928

 

(568.901

)

2.082.882

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

11.520.552

 

9.677.246

 

6.734.457

 

223.411

 

146.233

 

129.047

 

300.561

 

(9.471.197

)

19.260.310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

14.326.384

 

12.087.492

 

12.411.430

 

330.427

 

189.287

 

157.203

 

636.996

 

(10.061.277

)

30.077.942

 

Suppliers and supplies

 

14.573

 

166.504

 

871.777

 

10.328

 

316

 

439

 

8.057

 

(36.114

)

1.035.880

 

Loans, financings and debentures

 

 

4.099.276

 

5.246.942

 

36.090

 

 

 

80.875

 

 

9.463.183

 

Interest on Equity, and dividends

 

1.418.731

 

256.475

 

119.947

 

 

31.748

 

17.619

 

118.662

 

(544.451

)

1.418.731

 

Post-retirement liabilities

 

211.722

 

608.365

 

1.857.138

 

 

 

 

 

 

2.677.225

 

Taxes

 

20.933

 

416.537

 

910.941

 

9.535

 

39.708

 

1.049

 

23.328

 

 

1.422.031

 

Other liabilities

 

251.909

 

544.897

 

818.726

 

25.774

 

3.723

 

2.688

 

14.179

 

(9.520

)

1.652.376

 

Stockholders’ equity

 

12.408.516

 

5.995.438

 

2.585.959

 

248.700

 

113.792

 

135.408

 

391.895

 

(9.471.192

)

12.408.516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

161

 

2.476.132

 

4.544.307

 

55.775

 

29.293

 

22.616

 

142.631

 

(154.331

)

7.116.584

 

Operational costs and expenses

 

(90.604

)

(1.290.722

)

(3.785.228

)

(40.851

)

(7.262

)

(7.186

)

(40.383

)

147.741

 

(5.114.495

)

Electricity bought for resale

 

 

(528.892

)

(1.821.928

)

 

(1.058

)

(625

)

(12.962

)

90.755

 

(2.274.710

)

Charges for the use of the national grid

 

 

(125.159

)

(171.988

)

 

 

(865

)

(2.455

)

46.375

 

(254.092

)

Personnel

 

(26.563

)

(175.061

)

(493.153

)

(5.997

)

(578

)

(673

)

(3.707

)

 

(705.732

)

Employee profit shares

 

(5.495

)

(27.482

)

(37.333

)

(676

)

(122

)

(51

)

(424

)

 

(71.583

)

Post-retirement liabilities

 

(5.523

)

(18.971

)

(59.420

)

 

 

 

 

 

(83.914

)

Materials

 

(67

)

(56.111

)

(23.024

)

(78

)

(94

)

(123

)

(185

)

 

(79.682

)

Outsourced services

 

(4.281

)

(64.602

)

(361.112

)

(9.829

)

(1.298

)

(1.592

)

(11.740

)

15.451

 

(439.003

)

Depreciation and amortization

 

(201

)

(144.538

)

(213.116

)

(15.304

)

(2.773

)

(2.180

)

(6.250

)

(2.763

)

(387.125

)

Royalties for use of water resources

 

 

(59.863

)

 

 

(1.073

)

(843

)

(1.074

)

 

(62.853

)

Operational provisions (reversals)

 

(30.957

)

(8.929

)

(73.423

)

(17

)

7

 

(7

)

28

 

 

(113.298

)

Infrastructure construction cost

 

 

(43.579

)

(421.826

)

 

 

 

 

 

(465.405

)

Other expenses, net

 

(17.517

)

(37.535

)

(108.905

)

(8.950

)

(273

)

(227

)

(1.614

)

(2.077

)

(177.098

)

Equity gain (loss) in subsidiaries

 

1.335.912

 

116.450

 

 

(8.753

)

 

 

 

(1.193.027

)

250.582

 

Unrealized profit

 

(80.959

)

 

 

 

 

 

 

 

(80.959

)

Gain on disposal of investments in TBE

 

378.378

 

(94.080

)

 

 

 

 

 

 

284.298

 

Financial revenues

 

76.445

 

46.381

 

145.764

 

2.156

 

943

 

558

 

10.592

 

 

282.839

 

Financial expenses

 

(24.414

)

(256.951

)

(310.566

)

(2.119

)

(222

)

(37

)

(3.652

)

 

(597.961

)

Pretax profit

 

1.594.919

 

997.210

 

594.277

 

6.208

 

22.752

 

15.951

 

109.188

 

(1.199.617

)

2.140.888

 

Income tax and Social Contribution tax

 

(86.319

)

(338.616

)

(124.683

)

(3.732

)

(8.263

)

(908

)

(22.459

)

 

(584.980

)

Deferred income tax and Social Contribution tax

 

(26.015

)

30.796

 

(77.414

)

(1.257

)

541

 

(20

)

46

 

 

(73.323

)

Profit (loss) for the period

 

1.482.585

 

689.390

 

392.180

 

1.219

 

15.030

 

15.023

 

86.775

 

(1.199.617

)

1.482.585

 

 

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OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

(Information not reviewed by the external auditors.)

 

Investor relations

 

Through strategic actions intended to enable investors and stockholders to make a correct valuation of our businesses and our prospects for growth and addition of value, we continue to increase Cemig’s exposure to the Brazilian and global capital markets as a leading company in its sector.

 

We maintain a constant and proactive flow of communication with our investor market, reinforcing our credibility and transparency, always seeking to increase investors’ interest in the Company and ensure their satisfaction with its shares.

 

Our results are published through presentations transmitted via a video webcast and telephone conference calls, with simultaneous translation in English, always with members of the Executive Board present, developing a relationship that is increasingly transparent and in keeping with best corporate government practices.

 

To serve our stockholders — who are distributed over more than 40 countries, and to facilitate optimum coverage of investors, Cemig has been present in and outside Brazil at a very large number of events, including seminars, conferences and meetings with investors, congresses, roadshows, Money Shows and Expomoney; and held conference calls and video conferences with analysts, investors and other players interested in the capital markets.

 

At the end of May, for the 18th year running, we held our now traditional Cemig Meeting with the Capital Markets and Investors, jointly with Apimec — the Brazilian Capital Markets and Analysts’ Association — in Uberlândia, Minas Gerais, where these professionals once again had the opportunity to interact with the company’s directors and principal executives.

 

Corporate Governance

 

Our corporate governance model is based on principles of transparency, equity and accountability, focusing on clear definition of the roles and responsibilities of the Board of Directors and the Executive Board in the formulation, approval and execution of policies and guidelines for managing the company’s business.

 

We seek sustainable development of the Company through balance between the economic, financial, environmental and social aspects of our enterprises, aiming always to improve the relationship with our stockholders, clients, and employees, the public at large and other stakeholders.

 

Cemig’s preferred and common shares have been listed under Corporate Governance Level 1 on the São Paulo Stock Exchange since 2001 (with tickers CMIG3 and CMIG4

 

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respectively). This classification represents a guarantee to our stockholders of optimum reporting of information, and also that stockholdings are relatively widely dispersed. Because Cemig has ADRs (American Depository Receipts) listed on the New York Stock Exchange, representing preferred shares (with ticker CIG) and common shares (ticker CIG.C), it is also subject to the regulations of the US Securities and Exchange Commission (SEC) and the New York Stock Exchange Listed Company Manual. Our preferred shares have also been listed on the Latibex of the Madrid stock exchange (with ticker XCMIG) since 2002.

 

Since the end of 2006 our material procedures related to preparation of the consolidated financial statements have been compliant with the requirements of Section 404 of the Sarbanes-Oxley Act of the US.

 

Our dividend policy is expressed in our by-laws, and the by-laws also include certain targets from our Long-term Strategic Plan, as follows:

 

·                  consolidated indebtedness to be limited to 2 times Ebitda;

 

·                  consolidated (Net debt) / (Net debt + Stockholders’ equity) to be limited to 40%;

 

·                  consolidated funds in Current assets to be limited to 5% of Ebitda;

 

·                  consolidated funds allocated to capital expenditure in each business year to be limited to 40% of Ebitda;

 

·                  to invest only in distribution, generation and transmission projects that offer real minimum internal rates of return equal to or greater than those specified in the Long-term Strategic Plan, subject to the legal obligations; and

 

·                  to limit the expenses of the subsidiary Cemig Distribuição S.A. (Cemig D), and of any subsidiary which operates in distribution of electricity, to amounts not greater than the amounts recognized in the tariff adjustments and reviews.

 

The Board of Directors may authorize numbers in excess of these standards, in response to temporary needs, up to the following limits:

 

·                  consolidated debt: maximum of 2.5 times Ebitda;

 

·                  consolidated (Net debt) / (Net debt + Stockholders’ equity): maximum 50%;

 

·                  consolidated funds in Current assets: maximum of 10% of Ebitda.

 

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Board of Directors

 

Meetings

 

Our Board of Directors met 29 times in 2012, to discuss strategic planning, expansion projects, acquisition of new assets, and investments, among other subjects.

 

Membership, election and period of office

 

The present period of office began with the AGM on April 27, 2012, with election by the multiple voting system. The latest change in the Board was at the EGM of April 30, 2013, which elected the present board, in accordance with Article 141 of Law 6404 of December 15, 1976 as amended.

 

The periods of office of the present members of the Board of Directors expire at the Annual General Meeting of Stockholders to be held in 2014.

 

Principal responsibilities and attributions:

 

The Board of Directors has the following responsibilities and attributions, as well as those conferred on it by law:

 

·                  Decision, before signing, on any contract to be entered into between Cemig and any stockholder or a parent company of such stockholder.

 

·                  Decision on any sale of assets, loans or financings, charge on the company’s property, plant or equipment, guarantees to third parties, or other legal acts or transactions, with value of R$ 14 million or more.

 

·                  Authorization for issuance of securities in the domestic or external market to raise funds.

 

·                  Approval of the Long-term Strategic Plan, and revisions of it, and of the Multi-year Strategic Implementation Plan and revisions of it, and the Annual Budget.

 

Committees

 

These committees are made up of members of the Board of Directors, to carry out prior discussion and analysis on matters to be decided by the Board, as follows:

 

1.          Board of Directors’ Support Committee:

2.          Corporate Governance and Sustainability Committee;

3.          Human Resources Committee;

4.          Strategy Committee;

5.         Committee for New Business Development and Corporate Control of Subsidiaries and Affiliates; and

6.          Audit, Finance and Risks Committee.

 

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Qualification and remuneration

 

The members of the Board of Directors have training and experience in a wide range of areas (business administration, engineering, law, economics, etc.), and very broad experience in business management. The global or individual amount of the remuneration of the Board of Directors is set by the General Meeting of Stockholders, in accordance with the legislation from time to time in force.

 

A list with the names of the members of the Board of Directors and their résumés is on our website at:  http://ri.cemig.com.br.

 

Audit Committee

 

As well as the Brazilian Corporate Law (Law 6404), in relation to the requirements of the Sarbanes-Oxley Law, to which we are subject due to our shares being registered with the US Securities and Exchange Commission (SEC — the capital markets regulator of the United States), we opted for the exemption allowed by rule 10-3A of the Exchange Act, and the regulations in SEC Release 82—1234, which accepts the activity of the Audit Board as an alternative to the Audit Committee specified by the Sarbanes-Oxley law.

 

Executive Board

 

The Executive Board is made up of eleven members whose individual functions are set by the company’s by-laws. They are elected by the Board of Directors for periods of office of three years.

 

Members are allowed simultaneously also to hold non-remunerated positions in the management of wholly-owned subsidiaries, subsidiaries or affiliates of Cemig, on decision by the Boards of Directors of those companies. They are also, obligatorily, members, with the same positions, of the Boards of Directors of Cemig GT (Generation and Transmission) and Cemig D (Distribution).

 

The period of office of the present Chief Officers expires at the first meeting of the Board of Directors held after the Annual General Meeting of 2015.

 

The members of the Executive Board and brief résumés are on our website: http://ri.cemig.com.br.

 

The Chief Officers have individual responsibilities established by the Board of Directors and the Bylaws, including:

 

·                  Current management of the company’s business, complying with the by-laws, the Long-term Strategic Plan, the Multi-year Strategic Implementation Plan and the Annual Budget;

 

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·                  Decision on any disposal of goods, loans or financings, pledge of the company’s property, plant or equipment, or guarantees to third parties or other legal acts or transactions, with value of less than R$ 14 million.

 

The Executive Board normally meets weekly. It held 56 meetings in 2012.

 

Audit Board

 

Meetings

 

The Audit Board held 11 meetings in 2012.

 

Membership, election and period of office

 

We have a permanent Audit Board, made up of five sitting members and their respective substitute members. They are elected by the Annual General Meeting of Stockholders, for periods of office of one year, and may be reelected, as follows:

 

·                  one member elected by the holders of the preferred shares;

 

·                  one elected by holders of at least 10% of the common shares outside the controlling group; and

 

·                  three elected by the majority stockholder.

 

The members of the Audit Board are listed on our website:  http://ri.cemig.com.br.

 

Principal responsibilities and attributions:

 

As well as the attributions specified by Law 6404 of December 15, 1976, as amended, in relation to the Sarbanes-Oxley law, to which we are subject due to our shares being registered with the Securities and Exchange Commission (SEC — the capital markets regulator of the United States), we opted to exercise the exemption allowed by Rule 10-3A of the Exchange Act, regulated by SEC Release 82-1234, which accepts the activity of the Audit Board as an alternative to the Audit Committee as defined by the Sarbanes-Oxley Law.

 

Qualification and remuneration

 

The Audit Board is a multi-disciplinary body, made up of members with various competencies (accounting, economics, business administration, and others). The remuneration of the members of the Audit Board shall be fixed by the General Meeting of Stockholders which elects it, in accordance with the legislation from time to time in force.

 

Résumé information on its members is on our website:  http://ri.cemig.com.br.

 

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The Sarbanes-Oxley Law

 

On July 23, 2007 Cemig obtained the first certification of its internal controls for mitigation of risks involved in the preparation and disclosure of the financial statements, issued in accordance with Section 404 of the Sarbanes-Oxley Law and the rules of the Public Company Accounting Oversight Board (PCAOB), which is included in the annual 20-F report relating to the business year ended December 31, 2006, filed with the US Securities and Exchange Commission (SEC).

 

Management of corporate risks

 

Corporate risk management is a management tool that is an integral part of our corporate governance practices. For it to have maximum efficacy, and for it to be more easily included in the organization’s culture, we aim to align it with the company’s process of Strategic Planning — which defines the strategic objectives of the company’s business. Other instances of management that relate to corporate risk management include: The Corporate Governance and Sustainability Committee; Compliance with the Sarbanes-Oxley Law; the Budget Prioritization Committee; Internal Auditing; the Energy Risks Management Committee; the Insurable Risks Committee; and the Control and Management Committee.

 

Cemig’s corporate risks management structure was put in place in 2003. The risks matrix was revised for the first time in 2004, and a second time in 2005-6, aiming to identify changes in relation to the level of performance expected for each process. Effectiveness of the strategic controls has been improved, with a commitment to implement proposed mitigating action plans, consequently reducing the impact and probability of occurrence of a very large number of risks.

 

The method for measurement of risks that Cemig has chosen is the ORCA method, which was put in place with the assistance of external consultants, based on four dimensions: objectives; risks; internal controls; and alignment.

 

To ensure safety and confidentiality of information, and speed in the process of periodic revision and review of the matrix of corporate risks, we use the SGIR (Integrated Risk Management System) application, which embodies the methodology referred to above. Cemig also has a site giving employees access to information on the subject, which enables the risks identified by managers to be continuously and dynamically monitored.

 

Functional structure

 

The main determining factor for the option adopted for functional structure is decentralized management by Risk Managers. This expresses the corporative and matricial nature of the function, with monitoring centralized by the Corporate Risk Management Unit, which generates relevant information with a systemic view and meets the demands of the Corporate Risk Management Committee.  The Committee analyzes and prioritizes the actions established by the Board of Directors and the Executive Board.

 

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Challenges

 

The main challenges to be faced by corporate risk management in Cemig are:

 

·                  Improvement of the methodology of calculation of financial exposure risks, to provide the maximum possible objectivity for the assessment made by managers, offering senior management the maximum possible security in the process of taking decisions.   The results expected are: improvement in the quality of the information related to the matrix, and guarantee of compliance with the directive guidelines that arise from the Corporate Risk Management Policy.

 

·                  Creation of standard reports, to meet the needs of various decision levels in the company.

 

Statement of Ethical Principles and Code of Professional Conduct

 

The Board of Directors’ approval, in May 2004, of the Statement of Ethical Principles and Code of Professional Conduct (http://ri.cemig.com.br), stating a list of 11 principles of ethical conduct and values incorporated into our culture, was an important step in perfecting Cemig’s internal system of corporate government and increasing its overall corporate transparency.

 

Cemig’s Ethics Committee was created on August 12, 2004, to coordinate all actions relating to management of the Declaration of Ethical Principles and Code of Professional Conduct. This includes assessment of and decision on any possible non-compliances with the document.

 

After the Ethics Channel was created in December 2006, to be used only by Cemig employees and workers, the Ethics Committee began to accept anonymous reports through this anonymous reporting channel (Canal de Denúncia Anônima), available on the company’s Intranet. Items reported here should include irregular practices contrary to the Company’s interests, including: financial fraud, including adulteration, falsification or suppression of financial, tax or accounting documents; misappropriation of goods or funds; receipt of undue advantages by managers or employees; irregular contracting; and other practices considered to be illegal.

 

The Ethics Committee

 

This was created on August 12, 2004, with three sitting members and three substitute members, and is responsible for management (interpretation, publicizing, application and updating) of the Code of Professional Conduct.

 

This committee can receive and investigate any reports of violations of the ethical principles and rules of conduct, provided they are presented in a written document signed by the interested party, and sent to the address: Cemig, Av. Barbacena 1200, SA/17°/B2, accompanied by indication of means of proof (witnesses, documents or other

 

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sufficient/appropriate means). They can also be sent by email or telephone — the address and phone number are well known to all the company’s employees.

 

In December 2006 we put in place our Ethics Channel, an anonymous reporting channel on the corporate intranet, which receives, submits and processes accusations of irregular practices, such as financial fraud, undue appropriation of assets, receipt of irregular advantages or illegal contracting. This channel is one more step for the company in the direction of improving transparency, correct behavior and the concept of corporate governance within Cemig. This new instrument of corporate governance improves the management of our employees and of our business, and reaffirms our ethical principles.

 

POSITIONS OF STOCKHOLDERS WITH MORE THAN 5% OF THE VOTING STOCK JUNE 30, 2013

 

STOCKHOLDER

 

COMMON
SHARES

 

%

 

PREFERRED
SHARES

 

%

 

TOTAL
No. of SHARES

 

%

 

State of Minas Gerais

 

214,414,739

 

50.96

 

 

0.00

 

214,414,739

 

22.27

 

Other entities of Minas Gerais State

 

56,703

 

0.01

 

9,955,872

 

1.84

 

10,012,575

 

1.00

 

Total, controlling stockholder

 

214,471,442

 

50.97

 

9,955,872

 

1.84

 

224,427,314

 

23.31

 

AGC Energia S.A. (1)

 

138,700,848

 

32.96

 

 

0.00

 

138,700,848

 

14.41

 

 


Notes:

 

(1) AGC Energia S.A. is a wholly-owned subsidiary of Andrade Gutierrez Concessões S.A., a company registered with the CVM.

 

CONSOLIDATED STOCKHOLDING POSITION OF THE CONTROLLING STOCKHOLDERS AND MANAGERS, AND FREE FLOAT, ON JUNE 30, 2013 (*)

 

 

 

June 30, 2013

 

June 30, 2012

 

 

 

ON

 

PN

 

ON

 

PN

 

CONTROLLING STOCKHOLDER

 

214,471,442

 

9,955,872

 

190,041,861

 

8,821,839

 

BOARD OF DIRECTORS

 

3,267

 

1,107

 

2,900

 

1,483

 

EXECUTIVE BOARD

 

9

 

979

 

10

 

869

 

SHARES IN TREASURY

 

 

410,396

 

 

363,650

 

FREE FLOAT

 

206,289,990

 

531,539,323

 

182,792,314

 

470,993,302

 

TOTAL

 

420,764,708

 

541,907,677

 

372,837,080

 

480,181,143

 

 


Note: Notes: (*) Share capital altered on April 30, 2013, with 12.85% stock bonus in new shares.

 

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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)

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

 

To the Shareholders and Management of

Companhia Energética de Minas Gerais - CEMIG

Belo Horizonte, MG

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Energética de Minas Gerais — CEMIG and subsidiaries (the “Company”), identified as Parent and Consolidated, respectively, for the quarter ended June 30, 2013, which comprises the balance sheet as at June 30, 2013, and the related income statement and statement of comprehensive income for the three- and six-month periods then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including the explanatory notes.

 

Management is responsible for the preparation of the individual interim financial information in accordance with CPC 21(R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21(R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of Review

 

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

“Deloitte” refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

 

© Deloitte Touche Tohmatsu. All rights reserved.

 

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Conclusion on the Individual Interim Financial Information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1), and presented in accordance with the standards issued by the Brazilian Securities Commission.

 

Conclusion on the Consolidated Interim Financial Information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, and presented in accordance with the standards issued by the Brazilian Securities Commission.

 

Emphases of Matter

 

As described in note 2.2 to the interim financial information, due to the change in accounting policy, the corresponding amounts disclosed in the individual and consolidated balance sheets as at December 31, 2012 and the related individual and consolidated interim financial information disclosed in the income statement and statement of comprehensive income for the three- and six-month periods ended June 30, 2012, and the statement of changes in equity, statement of cash flows, and the statement of value added (supplemental information) for the six-month period ended June 30, 2012, presented for purposes of comparison, have been adjusted and are being restated as provided for by CPC 23 - Accounting Policies, Changes in Accounting Estimates and Errors and CPC 26 (R1) - Presentation of Financial Statements. Our conclusion is not modified with respect to this matter.

 

Without modifying our conclusion on the interim financial information for the quarter ended June 30, 2013, we draw your attention to the matter described in note 10 to the interim financial information on the recognition, by the Company, as a decrease in the cost of energy purchased for resale, of funds transferred to the Energy Development Account (CDE).

 

As described in notes 14 e 13 to the interim financial information, the property, plant and equipment items used in the independent electricity generation operation are being depreciated over their estimated useful lives and the financial assets related to the gas distribution operation were determined by Management assuming a compensation from the related concession grantor, in light of the facts and circumstances discussed in said notes. As the regulatory agencies or the concession grantors issue new information or decisions, the current depreciation period of the property, plant and equipment items might or might not be changed. Our conclusion is not modified with respect to this matter.

 

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As described in note 13 to the interim financial information, associate Madeira Energia S.A. and its subsidiary are incurring start-up costs on the development of Santo Antônio Hydroelectric Power Plant construction project which, according to financial projections prepared by its Management, should be absorbed by future revenues from operating activities. Madeira Energia S.A. and its subsidiary have been recording losses on their operations and as at June 30, 2013 they record an excess of liabilities over current assets amounting to R$175,507,000. The Company’s interest there inn amounts to R$17,550,000. Management’s plans for the equalization of net working capital are also described in note 13 to the interim financial information. Our conclusion is not modified with respect to this matter.

 

Other Matters

 

Statement of value added

 

We have also reviewed the individual and consolidated statements of value added (“DVA”), for the six-month period ended June 30, 2013, prepared under the Management’s responsibility, the presentation of which in the interim financial information is required by the standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information for IFRS that does not require the presentation of a DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.

 

Audit of the accounting information disclosed in the balance sheets as at January 1, 2012

 

The audit of the individual and consolidated balance sheets as at January 1, 2012, which are being restated as a result of the matters described in note 2.2 to the interim financial information, as provided for by CPC 23 - Accounting Policies, Changes in Accounting Estimates and Errors and CPC 26 (R1) - Presentation of Financial Statements, was conducted by other independent auditors and their report there on, dated August 14, 2013, contained an emphasis of matter paragraph on the same matter involving associate Madeira Energia S.A. described in the ta no item Emphases of Matter paragraph above.

 

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

 

Belo Horizonte, August 14, 2013

 

 

DELOITTE TOUCHE TOHMATSU

José Ricardo Faria Gomez

Auditores Independentes

Engagement Partner

 

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3. Minutes of the Extraordinary General Meeting of Stockholders Held on September 10, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

MINUTES

OF THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

HELD ON SEPTEMBER 10, 2013

 

At 11 a.m. on September 10, 2013, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais — Cemig met in Extraordinary General Meeting at its head office, on first convocation, at the Company’s head office, Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements. The stockholder The State of Minas Gerais was represented by Rodrigo Peres de Lima Netto, Procurator of the State of Minas Gerais, in accordance with the legislation.

 

Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, stated that there was a quorum for an Extraordinary General Meeting 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 Bylaws. Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the stockholder Luiz Fernando Rolla to chair the Meeting. The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

The Chairman then declared the Meeting open and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting, asking me to read the convocation notice, published on August 22, 23 and 24 this year in the newspapers Minas Gerais, official publication of the Powers of the State, on pages 96, 74 and 50, respectively, and O Tempo, on pages 37, 34 and 36, respectively, the content of which is as follows:

 

“   COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 - NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on September 10, 2013 at 11 a.m. at the company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on orientation of vote by the Company’s representative at the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A (“Cemig GT”) on the following matters.

 

a)             Ratification of appointment of the expert accountants who, in accordance with and for the purposes of Article 8 of Law 6404/1976, have prepared the Investment Valuation Opinion which valued Transmissora Aliança de Energia Elétrica S.A. as recorded in the accounts of Cemig GT;

 

b)             Approval of the said Valuation Opinion.

 

c)              Reduction of the share capital of Cemig GT

 

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.

 

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from                                 R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

to                                                 R$ 963,371,711.80 (nine hundred sixty three million three hundred seventy one thousand seven hundred eleven Reais and eighty centavos),

 

with consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT.

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406 of 1976, as amended, and of the sole paragraph of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by September 6, 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 Office (Superintendência da Secretaria Geral) at Av. Barbacena, 1200, 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.

 

Belo Horizonte, August 8, 2013.

 

Dorothea Fonseca Furquim Werneck

Chair of the Board of Directors. 

 

The Chairman then asked the Secretary to read the Proposal of the Board of Directors, which deals with the agenda, the content of which is as follows:

 

“   PROPOSAL

BY THE BOARD OF DIRECTORS TO THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 10, 2013.

 

Dear Stockholders:

 

The Board of Directors of Companhia Energética de Minas Gerais (Cemig),

 

· whereas:

 

a)                 the Company signed, as guarantor of all the obligations, the Share Purchase Agreement with Terna S.p.A., governing the acquisition by Cemig GT of 173,527,113 shares in Terna Participações S.A. — Terna, equivalent to 85.27% of the voting capital and 65.86% of the total share capital of that Company;

 

b)                 the Brazilian Electricity Regulator (Agência Nacional de Energia Elétrica, or Aneel), by its Authorizing Resolution 2107/2009, ruled that the stockholding of Cemig GT in Terna Participações S.A. should be transferred to Companhia Energética de Minas Gerais — Cemig by December 31, 2012, the application for prior consent for which transfer was filed with Aneel on June 27, 2012;

 

c)                  Cemig GT signed, with Fundo de Investimento em Participações Coliseu (“FIP Coliseu”),

 

1 -   a Stockholders’ Agreement, the objective of which was to regulate the exercise of voting rights, the manner of administration and the investment and capitalization policy of Terna and its subsidiaries and affiliated companies, and the rules for placing charge upon and transfer of the shares, and the right of preference in subscription of shares; and

 

2 -   the Commitment Undertaking which, among other commitments, establishes the terms and conditions for the exercise by FIP Coliseu of the option to sell all or part of the shares in Terna to Cemig GT on October 30, 2014;

 

d)                 on November 3, 2009 the transaction for acquisition of Terna was completed, and the name of Terna was changed to Transmissora Aliança de Energia Elétrica S.A. — Taesa;

 

e)                  on June 27, 2012, Cemig filed with Aneel a request for prior consent to the transfer of the stockholding interest in Taesa owned by Cemig GT to Cemig, through reduction of the share capital of Cemig GT;

 

f)                   Aneel issued Authorizing Resolution 4108/2013, of May 14, 2013, published on May 29, 2013, consenting to the transfer to Cemig of the holdings in Taesa owned by Cemig GT, with reduction of the share capital of Cemig GT, within 120 (one hundred and twenty) calendar days from publication of that resolution;

 

g)                  Cemig GT owns the following equity interest in the share capital of Taesa:

 

293,072,229 (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the common shares;

 

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and

 

155,050,644 (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the preferred shares;

 

h)                 the Corporate Governance Committee of the State of Minas Gerais, through the Planning, Management and Finance Coordination Chamber, authorized reduction of the share capital of Cemig GT, and alteration of its bylaws, under its attributions and competencies specified in Decree 45644/2011, through Official Letters OF.CCGPGF nº 348/12 of November 7, 2012, and OF.CCGPGF nº 264/13 of June 18, 2030, specifying that the Company must inform and provide justification to the Corporate Governance Committee as soon as the reduction is carried out and the exact value known, and recognizing that the drafting of the head paragraph of Article 5 of the bylaws of Cemig GT shall be decided when the amount of capital is finally calculated;

 

i)                     the accounting experts Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140 have prepared a Valuation Opinion of the Investment “Taesa”, by the equity method, described in Article 248 of Law 6404/1976, which requires that the value of the investment shall be calculated by application to the book value of an affiliated or subsidiary investee company of the percentage of the equity interest held in it;

 

j)                    the reduction of capital will be R$ 2,333,413,647.10 (two billion three hundred thirty three million four hundred thirteen thousand six hundred forty seven Reais and ten centavos), representing the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, recognized by the equity method, to be adjusted according to the results of Taesa up to the actual date of transfer;

 

k)                 the reduction in the Share Capital will have no negative effect on the activities of Cemig GT, since it is equivalent only to the transfer of shares of Taesa to the Company;

 

l)                     with the reduction in Share Capital, the limits of indebtedness specified in the restrictive financial covenants present in some of the financing contracts signed by Cemig GT may be exceeded — but there will be no material risk of occurrence of early maturity of the debt or application of any penalty, since the covenants are based on calculations at the end of each half year, and on December 31, 2013, when the first calculation following the reduction of the capital occurs, the only remaining financing contract will be that with Banco ItaúBBA, maturing on January 2, 2014, and this bank has already consented to the said reduction of capital;

 

m)             after the said transfer, the stockholding structure relating to the Company’s investment in Taesa will be as follows:

 

 

Present stockholding structure

 

Proposed stockholding structure

 

 

n)                 by reason of the transfer, Cemig will assume all the rights and obligations of Cemig GT in the Stockholders’ Agreement and in the Commitment Undertaking of Taesa, including the commitment, stated in the Commitment Undertaking, to exercise of the option for FIP Coliseu to sell shares in Taesa;

 

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o)                 Article 173 of Law 6404 of 1976 establishes that the General Meeting of Stockholders may decide on reduction of the share capital if it deems the share capital to be excessive;

 

p)                 under Article 174 Law 6404/1976, prior consent of a general meeting of the holders of debentures of Cemig GT must be obtained for reduction of the share capital of Cemig GT, and the reduction of the share capital shall become effective only 60 (sixty) days after the publication of the minutes of the General Meeting that decides on the subject, the purpose of this period being to enable present creditors of Cemig GT to make any statements of position in relation to the reduction of the capital;

 

q)                 Cemig GT is a wholly-owned subsidiary of the Company, and will hold an Extraordinary General Meeting to decide on the reduction of its share capital, by transfer to Cemig of ownership of the shares in Taesa currently held by Cemig GT;

 

r)                    Clause 21, § 4 Sub-clause “g”, of the by-laws of Cemig states:

 

“ Clause 21                                 The following decisions shall require a decision by the Executive Board:

 

...

 

g)                                      approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan; ”

 

· now proposes to you as follows:

 

Orientation of the representative of the Company in the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A. (Cemig GT) to vote in favor of:

 

a)             Ratification of the appointment of the 3 (three) expert accountants, namely Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140, who, in accordance with and for the purposes of Article 8 of Law 6404/1976, prepared the Investment Valuation Opinion on the investment in Taesa, recorded in the books of account of Cemig GT.

 

b)             Approval of the Valuation Opinion prepared in accordance with Article 8 of Law 6404 of 1976, valuing the investment in Transmissora Aliança de Energia Elétrica S.A. — Taesa recorded in the books of account of Cemig GT, recognized by the equity method, such valuation to be adjusted in accordance with the results of Taesa up to the actual date of the transfer.

 

c)             Reduction of the share capital of Cemig GT

 

from                                             R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

to                                                             R$ 963,371,711.80 (nine hundred sixty three million three hundred seventy one thousand seven hundred eleven Reais and eighty centavos),

 

with consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT, to read as follows:

 

“Clause 5                                           The Company’s registered capital is R$ 963,371,711.80 (nine hundred sixty three million three hundred seventy one thousand seven hundred eleven Reais and eighty centavos), represented by 2.896.785.358 (two billion eight hundred ninety six million seven hundred eighty five thousand three hundred fifty eight) nominal common shares without par value.”

 

The reduction shall take place by transfer to Cemig, sole stockholder of Cemig GT, of the following equity interest in Transmissora Aliança de Energia Elétrica S.A. — Taesa:

 

293,072,229 (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the common shares; and

 

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155,050,644 (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the total number of preferred shares;

 

(referred to jointly as “the Shares in Taesa”), valued by the equity method at

 

R$ 2,333,413,647.10 (two billion three hundred thirty three million four hundred thirteen thousand six hundred forty seven Reais and ten centavos),

 

based on the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, (“the Transfer”),

 

and is conditional upon prior approval by the holders of debentures of Cemig GT, in accordance with Article 174, Paragraph 3, of Law 6404/1976; and

 

the final value of the reduction of capital will be adjusted to reflect the results of Taesa up to the actual date of the transfer, thus affecting the amount of the Share Capital that will appear in the head paragraph of Clause 5 of the bylaws of Cemig GT.

 

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, August 8, 2013.

 

Dorothea Fonseca Furquim Werneck

Paulo Roberto Reckziegel Guedes

Djalma Bastos de Morais

Tadeu Barreto Guimarães

Arcângelo Eustáquio Torres Queiroz

Wando Pereira Borges

Eduardo Borges de Andrade

Bruno Magalhães Menicucci

Guy Maria Villela Paschoal

Luiz Augusto de Barros

João Camilo Penna

José Augusto Gomes Campos

Joaquim Francisco de Castro Neto ”

 

 

The Chairman then stated that a copy of the said Valuation Opinion on the Investment in Taesa had been distributed, and that there was a need to adjust the final amount of the reduction of the share capital of Cemig GT, in accordance with the amount of its equity gain or loss on its subsidiaries, on the base date August 31, 2013, as specified in the Proposal by the Board of Directors to this Meeting.

 

However, (he continued,) the provision for this adjustment was not stated in the convocation notice, and for this reason he proposed that a further Extraordinary General Meeting of Stockholders of Cemig should be called for orientation of vote of the representative of the Company in the Extraordinary General Meeting of Stockholders of Cemig GT, containing the final amount of this reduction of share capital.

 

This proposal of the Chairman was submitted to debate and, subsequently, to a vote, and approved unanimously.

 

There being no further business, the Chairman opened the meeting to the floor, and since no-one wished to make any statement, 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.

 

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4. Convocation and Proposal by the Board of Directors to the Extraordinary General Meeting of Stockholders to be Held on September 26, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY  –  CNPJ 17.155.730/0001-64  –  NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

CONVOCATION

 

September 26, 2013

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on September 26, 2013 at 11 a.m., at the company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on orientation of vote by the Company’s representative at the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A (“Cemig GT”) on the following matters.

 

a)             Ratification of appointment of the expert accountants who, in accordance with and for the purposes of Article 8 of Law 6404/1976, have prepared the Investment Valuation Opinion which valued Transmissora Aliança de Energia Elétrica S.A. as recorded in the accounts of Cemig GT;

 

b)             Approval of the said Valuation Opinion.

 

c)              Reduction of the share capital of Cemig GT

 

from                                 R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

to                                                 R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos);

 

and the consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT.

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406 of 1976, as amended, and of the sole paragraph of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by September 24, 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 Office (Superintendência da Secretaria Geral) at Av. Barbacena, 1200, 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.

 

Belo Horizonte, September 10, 2013.

 

Dorothea Fonseca Furquim Werneck

Chair of the Board of Directors

 

 

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.

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY  —  CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

PROPOSAL

 

BY THE STOCKHOLDERS PRESENT AT

 

THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON SEPTEMBER 10, 2013

 

ON CONVOCATION OF A FURTHER

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

TO BE HELD ON SEPTEMBER 26, 2013

 

Dear Stockholders:

 

The stockholders present at the Extraordinary General Meeting of Stockholders of Companhia Energética de Minas Gerais — Cemig — held on September 10, 2013,

 

· WHEREAS:

 

a)            the Company signed, as guarantor of all the obligations, the Share Purchase Agreement with Terna S.p.A., governing the acquisition by Cemig GT of 173,527,113 shares in Terna Participações S.A. — Terna, equivalent to 85.27% of the voting capital and 65.86% of the total share capital of that Company;

 

b)            the Brazilian Electricity Regulator (Agência Nacional de Energia Elétrica, or Aneel), by its Authorizing Resolution 2107/2009, ruled that the stockholding of Cemig GT in Terna Participações S.A. should be transferred to Companhia Energética de Minas Gerais — Cemig by December 31, 2012, the application for prior consent for which transfer was filed with Aneel on June 27, 2012;

 

c)             Cemig GT signed, with Fundo de Investimento em Participações Coliseu (“FIP Coliseu”),

 

1 -   a Stockholders’ Agreement, the objective of which was to regulate the exercise of voting rights, the manner of administration and the investment and capitalization policy of Terna and its subsidiaries and affiliated companies, and the rules for placing charge upon and transfer of the shares, and the right of preference in subscription of shares; and

 

2 -   the Commitment Undertaking which, among other commitments, establishes the terms and conditions for the exercise by FIP Coliseu of the option to sell all or part of the shares in Terna to Cemig GT on October 30, 2014;

 

d)            on November 3, 2009 the transaction for acquisition of Terna was completed, and the name of Terna was changed to Transmissora Aliança de Energia Elétrica S.A. — Taesa;

 

e)             on June 27, 2012, Cemig filed with Aneel a request for prior consent to the transfer of the stockholding interest in Taesa owned by Cemig GT to Cemig, through reduction of the share capital of Cemig GT;

 

f)          Aneel issued Authorizing Resolution 4108/2013, of May 14, 2013, published on May 29, 2013, consenting to the transfer to Cemig of the holdings in Taesa owned by Cemig GT, with reduction of the share capital of Cemig GT, within 120 (one hundred and twenty) calendar days from publication of that resolution;

 

g)         Cemig GT owns the following equity interest in the share capital of Taesa:

 

293,072,229 (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the common shares;

 

and

 

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.

 

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155,050,644 (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the preferred shares;

 

h)            the Corporate Governance Committee of the State of Minas Gerais, through the Planning, Management and Finance Coordination Chamber, authorized reduction of the share capital of Cemig GT, and alteration of its bylaws, under its attributions and competencies specified in Decree 45644/2011, through Official Letters OF.CCGPGF nº 348/12 of November 7, 2012, and OF.CCGPGF nº 264/13 of June 18, 2030, specifying that the Company must inform and provide justification to the Corporate Governance Committee as soon as the reduction is carried out and the exact value known, and recognizing that the drafting of the head paragraph of Article 5 of the bylaws of Cemig GT shall be decided when the amount of capital is finally calculated;

 

i)            the accounting experts Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140 have prepared a Valuation Opinion of the Investment “Taesa”, by the equity method, described in Article 248 of Law 6404/1976, which requires that the value of the investment shall be calculated by application to the book value of an affiliated or subsidiary investee company of the percentage of the equity interest held in it;

 

j)               the reduction of capital will be R$ 2,333,413,647.10 (two billion three hundred thirty three million four hundred thirteen thousand six hundred forty seven Reais and ten centavos), representing the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, recognized by the equity method, to be adjusted according to the results of Taesa up to the actual date of transfer;

 

k)            the reduction in the Share Capital will have no negative effect on the activities of Cemig GT, since it is equivalent only to the transfer of shares of Taesa to the Company;

 

l)                with the reduction in Share Capital, the limits of indebtedness specified in the restrictive financial covenants present in some of the financing contracts signed by Cemig GT may be exceeded — but there will be no material risk of occurrence of early maturity of the debt or application of any penalty, since the covenants are based on calculations at the end of each half year, and on December 31, 2013, when the first calculation following the reduction of the capital occurs, the only remaining financing contract will be that with Banco ItaúBBA, maturing on January 2, 2014, and this bank has already consented to the said reduction of capital;

 

m)        after the said transfer, the stockholding structure relating to the Company’s investment in Taesa shall be as follows:

 

 

Present stockholding structure

 

Proposed stockholding structure

 

 

n)        by reason of the transfer, Cemig will assume all the rights and obligations of Cemig GT in the Stockholders’ Agreement and in the Commitment Undertaking of Taesa, including the commitment, stated in the Commitment Undertaking, to exercise of the option for FIP Coliseu to sell shares in Taesa;

 

o)            Article 173 of Law 6404 of 1976 establishes that the General Meeting of Stockholders may decide on reduction of the share capital if it deems the share capital to be excessive;

 

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p)        under Article 174 Law 6404/1976, prior consent of a general meeting of the holders of debentures of Cemig GT must be obtained for reduction of the share capital of Cemig GT, and the reduction of the share capital shall become effective only 60 (sixty) days after the publication of the minutes of the General Meeting that decides on the subject, the purpose of this period being to enable present creditors of Cemig GT to make any statements of position in relation to the reduction of the capital;

 

q)        Cemig GT is a wholly-owned subsidiary of the Company, and will hold an Extraordinary General Meeting to decide on the reduction of its share capital, by transfer to Cemig of ownership of the shares in Taesa currently held by Cemig GT;

 

r)           Clause 21, § 4 Sub-clause “g”, of the by-laws of Cemig states:

 

“Clause 21                        The following decisions shall require a decision by the Executive Board:

 

...

 

g)                                      approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan;

 

s)              In the Extraordinary General Meeting of Stockholders held on September 10, 2013, the Chair of that meeting, Luiz Fernando Rolla, stated that there was a need to adjust the final amount of the reduction of the share capital of Cemig GT, in accordance with the amount of its equity gain or loss on its subsidiaries, on the base date August 31, 2013, as specified in the Proposal by the Board of Directors to that Meeting;

 

t)            the stockholders present at that Meeting, after receiving the information quoted in subclause “s” above, approved the proposal made by the Chair of the Meeting, that a new Extraordinary General Meeting of Stockholders of Cemig should be called, for orientation of the vote to be given by the representative of Cemig in the Extraordinary General Meeting of Stockholders of Cemig GT, containing the final value of this reduction of capital;

 

· approved the convocation of a new Extraordinary General Meeting of Stockholders of Cemig to decide on orientation of vote, by the representative of Cemig in the Extraordinary General Meeting of Stockholders of Cemig GT in favor of:

 

a)             Ratification of the appointment of the 3 (three) expert accountants, namely Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140, who, in accordance with and for the purposes of Article 8 of Law 6404/1976, prepared the Investment Valuation Opinion on the investment in Taesa, recorded in the books of account of Cemig GT.

 

b)             Approval of the Valuation Opinion prepared in accordance with Article 8 of Law 6404 of 1976, valuing the investment in Transmissora Aliança de Energia Elétrica S.A. — Taesa recorded in the books of account of Cemig GT, recognized by the equity method, such valuation to be adjusted in accordance with the results of Taesa up to the actual date of the transfer.

 

c)              Reduction of the share capital of Cemig GT

 

from               R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

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to                               R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos),

 

with consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT, to read as follows:

 

“Clause 5                                           The Company’s registered capital is R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos), represented by 2,896,785,358 (two billion eight hundred ninety six million seven hundred eighty five thousand three hundred fifty eight) nominal common shares without par value.”;

 

· the reduction to take place by transfer to Cemig, sole stockholder of Cemig GT, of the following equity interest in Transmissora Aliança de Energia Elétrica S.A. — Taesa:

 

293,072,229 (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the common shares; and

 

155,050,644 (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the total number of preferred shares;

 

(referred to jointly as “the Shares in Taesa”), valued by the equity method at R$ 2,403,593,262.14 (two billion four hundred three million five hundred ninety three thousand two hundred sixty two Reais and fourteen centavos), based on the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, (“the Transfer”),

 

and being conditional upon prior approval by the holders of debentures of Cemig GT, in accordance with Article 174, Paragraph 3, of Law 6404/1976.

 

Belo Horizonte, September 10, 2013.

 

Luiz Fernando Rolla

 

Stockholder

Chair of the Extraordinary General Meeting of Stockholders of Cemig held on September 10, 2013.

 

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5. Market Announcement dated September 12, 2013: CEMIG Selected for Inclusion in the 2013-14 Dow Jones Sustainability Index

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

Cemig selected for inclusion in the

2013—14 Dow Jones Sustainability Index

 

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with CVM Instruction 358 of January 3, 2002, as amended, hereby publicly informs the Brazilian Securities Commission (CVM), the São Paulo Stock, Commodities and Futures Exchange (BM&F Bovespa S.A.) and the market in general, as follows:

 

Cemig has been selected for inclusion in the Dow Jones Sustainability World Index (the “DJSI World”) for 2013—2014 — the 14th consecutive year.

 

Cemig has been included in the DJSI World every year since the index was created in 1999.

 

The new portfolio of the DJSI World includes 333 companies from 25 countries. For the selection of companies to include, research was carried out on 2,500 companies in 59 different industrial lines of business.

 

Remaining on the DJSI World throughout these 14 consecutive years reasserts Cemig’s determination to proceed with sustainable growth, aimed at creating value for its shareholders, employees, suppliers and at society’s well-being.

 

In accordance with its vision of the future associated with the best corporate management practices, Cemig has consolidated as one of the world’s most sustainable companies. This achievement is the result of the set of actions adopted by the Company with the objective of attracting new business, interest from investors and perfecting business sustainability practices.

 

Further information on DJSI World can be obtained at:

 

www.sustainability-indexes.com

 

Belo Horizonte, September 12, 2013.

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer.

 

 

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.

 

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6. Minutes of the Extraordinary General Meeting of Stockholders Held on September 26, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY — CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

MINUTES

OF THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

HELD ON SEPTEMBER 26, 2013

 

At 11 a.m. on September 26, 2013, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais — Cemig met in Extraordinary General Meeting at its head office, on first convocation, at the Company’s head office, Av. Barbacena 1200, 21st Floor, district of Santo Agostinho, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements. The stockholder The State of Minas Gerais was represented by Sra. Paula Souza Carmo de Miranda, Procurator of the State of Minas Gerais, in accordance with the legislation.

 

Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, stated that there was a quorum for an Extraordinary General Meeting of Stockholders.

 

She further stated that the stockholders present should elect the Chair of this Meeting, in accordance with Clause 10 of the Company’s Bylaws. Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the stockholder Luiz Fernando Rolla to chair the Meeting. The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

The Chair then declared the Meeting open and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting, asking me to read the convocation notice, published on September 11, 12 and 13 this year in the newspapers Minas Gerais, official publication of the Powers of the State, on pages 97, 61 and 57, respectively, and O Tempo, on pages 22, 33 and 32, respectively, 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.

 

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“    COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY  —  CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on September 26, 2013 at 11 a.m. at the company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on orientation of vote by the Company’s representative at the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A (“Cemig GT”) on the following matters.

 

a)             Ratification of appointment of the expert accountants who, in accordance with and for the purposes of Article 8 of Law 6404/1976, have prepared the Investment Valuation Opinion which valued Transmissora Aliança de Energia Elétrica S.A. — Taesa — on the base date August 31, 2012, as recorded in the accounts of Cemig GT;

 

b)             Approval of the said Valuation Opinion.

 

c)              Reduction of the share capital of Cemig GT:

 

from                                 R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

to                                                 R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos),

 

with consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT.

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406 of 1976, as amended, and of the sole paragraph of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by September 24, 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 Office (Superintendência da Secretaria Geral) at Av. Barbacena, 1200, 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.

 

Belo Horizonte, September 10, 2013.

 

Dorothea Fonseca Furquim Werneck — Chair of the Board of Directors 

 

The Chair then asked the Secretary to read the Proposal by the stockholders present at the Extraordinary General Meeting of Stockholders held on September 10, 2013, which deals with the agenda, the content of which is as follows:

 

“                      PROPOSAL                          

BY THE STOCKHOLDERS PRESENT AT

THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON SEPTEMBER 10, 2013

ON CONVOCATION OF A FURTHER

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 26, 2013

 

Dear Stockholders:

 

The stockholders present at the Extraordinary General Meeting of Stockholders of Companhia Energética de Minas Gerais — Cemig — held on September 10, 2013,

 

· WHEREAS:

 

a)       the Company signed, as guarantor of all the obligations, the Share Purchase Agreement with Terna S.p.A., governing the acquisition by Cemig GT of 173,527,113 shares in Terna Participações S.A. — Terna, equivalent to 85.27% of the voting capital and 65.86% of the total share capital of that Company;

 

b)         the Brazilian Electricity Regulator (Agência Nacional de Energia Elétrica, or Aneel), by its Authorizing Resolution 2107/2009, ruled that the stockholding of Cemig GT in Terna Participações S.A. should be transferred to Companhia Energética de Minas Gerais — Cemig by December 31, 2012, the application for prior consent for which transfer was filed with Aneel on June 27, 2012;

 

c)        Cemig GT signed, with Fundo de Investimento em Participações Coliseu (“FIP Coliseu”),

 

1 -     a Stockholders’ Agreement, the objective of which was to regulate the exercise of voting rights, the manner of administration and the investment and capitalization policy of Terna and its subsidiaries and affiliated companies, and the rules for placing charge upon and transfer of the shares, and the right of preference in subscription of shares; and

 

2 -     the Commitment Undertaking which, among other commitments, establishes the terms and conditions for the exercise by FIP Coliseu of the option to sell all or part of the shares in Terna to Cemig GT on October 30, 2014;

 

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d)       on November 3, 2009 the transaction for acquisition of Terna was completed, and the name of Terna was changed to Transmissora Aliança de Energia Elétrica S.A. — Taesa;

 

e)        on June 27, 2012, Cemig filed with Aneel a request for prior consent to the transfer of the stockholding interest in Taesa owned by Cemig GT to Cemig, through reduction of the share capital of Cemig GT;

 

f)         Aneel issued Authorizing Resolution 4108/2013, of May 14, 2013, published on May 29, 2013, consenting to the transfer to Cemig of the holdings in Taesa owned by Cemig GT, with reduction of the share capital of Cemig GT, within 120 (one hundred and twenty) calendar days from publication of that resolution;

 

g)        Cemig GT owns the following equity interest in the share capital of Taesa:

 

293,072,229                  (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the total shares; and

 

155,050,644                  (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the preferred shares;

 

h)       the Corporate Governance Committee of the State of Minas Gerais, through the Planning, Management and Finance Coordination Chamber, authorized reduction of the share capital of Cemig GT, and alteration of its bylaws, under its attributions and competencies specified in Decree 45644/2011, through Official Letters OF.CCGPGF nº 348/12 of November 7, 2012, and OF.CCGPGF nº 264/13 of June 18, 2030, specifying that the Company must inform and provide justification to the Corporate Governance Committee as soon as the reduction is carried out and the exact value known, and recognizing that the drafting of the head paragraph of Article 5 of the bylaws of Cemig GT shall be decided when the amount of capital is finally calculated;

 

i)           the accounting experts Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140 have prepared a Valuation Opinion of the Investment “Taesa”, by the equity method, described in Article 248 of Law 6404/1976, which requires that the value of the investment shall be calculated by application to the book value of an affiliated or subsidiary investee company of the percentage of the equity interest held in it;

 

j)          the reduction of capital will be R$ 2,333,413,647.10 (two billion three hundred thirty three million four hundred thirteen thousand six hundred forty seven Reais and ten centavos), representing the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, recognized by the equity method, to be adjusted according to the results of Taesa up to the actual date of transfer;

 

k)       the reduction in the Share Capital will have no negative effect on the activities of Cemig GT, since it is equivalent only to the transfer of shares of Taesa to the Company;

 

l)           with the reduction in Share Capital, the limits of indebtedness specified in the restrictive financial covenants present in some of the financing contracts signed by Cemig GT may be exceeded — but there will be no material risk of occurrence of early maturity of the debt or application of any penalty, since the covenants are based on calculations at the end of each half year, and on December 31, 2013, when the first calculation following the reduction of the capital occurs, the only remaining financing contract will be that with Banco ItaúBBA, maturing on January 2, 2014, and this bank has already consented to the said reduction of capital;

 

m)   after the said transfer, the stockholding structure relating to the Company’s investment in Taesa shall be as follows:

 

 

n)       by reason of the transfer, Cemig will assume all the rights and obligations of Cemig GT in the Stockholders’ Agreement and in the Commitment Undertaking of Taesa, including the commitment, stated in the Commitment Undertaking, to exercise of the option for FIP Coliseu to sell shares in Taesa;

 

o)       Article 173 of Law 6404 of 1976 establishes that the General Meeting of Stockholders may decide on reduction of the share capital if it deems the share capital  to be excessive;

 

p)       under Article 174 of Law 6404/1976, prior consent of a general meeting of the holders of debentures of Cemig GT must be obtained for reduction of the share capital of Cemig GT, and the reduction of the share capital shall become effective only 60 (sixty) days after the publication of the minutes of the General Meeting that decides on the subject, the purpose of this period being to enable present creditors of Cemig GT to make any statements of position in relation to the reduction of the capital;

 

q)       Cemig GT is a wholly-owned subsidiary of the Company, and will hold an Extraordinary General Meeting to decide on the reduction of its share capital, by transfer to Cemig of ownership of the shares in Taesa currently held by Cemig GT;

 

r)          Clause 21, § 4 Sub-clause “g”, of the by-laws of Cemig states:

 

“Clause 21                        ...

 

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§4  ...       The following decisions shall require a decision by the Executive Board: ( ... ).

 

g)                           approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan;”

 

s)         in the Extraordinary General Meeting of Stockholders held on September 10, 2013, the Chair of that meeting, Luiz Fernando Rolla, stated that there was a need to adjust the final amount of the reduction of the share capital of Cemig GT, in accordance with the amount of its equity gain or loss on its subsidiaries, on the base date August 31, 2013, as specified in the Proposal by the Board of Directors to this Meeting; and that provision for this adjustment had not been included in the convocation notice;

 

t)          the stockholders present at that Meeting, after receiving the information quoted in subclause “s” above, approved the proposal made by the Chair of the Meeting, that a new Extraordinary General Meeting of Stockholders of Cemig should be called, for orientation of the vote to be given by the representative of Cemig in the Extraordinary General Meeting of Stockholders of Cemig GT, containing the final value of this reduction of the share capital;

 

· approved the convocation of a new Extraordinary General Meeting of Stockholders of Cemig to decide on orientation of vote, by the representative of Cemig in the Extraordinary General Meeting of Stockholders of Cemig GT in favor of:

 

a)       Ratification of the appointment of the 3 (three) expert accountants, namely Flávio de Almeida Araújo — CRC/MG 86.861, Mário Lúcio Braga — CRC/MG 47.822 and Leonardo George de Magalhães — CRC/MG 53.140, who, in accordance with and for the purposes of Article 8 of Law 6404/1976, prepared the Investment Valuation Opinion on the investment in Taesa, recorded in the books of account of Cemig GT.

 

b)       Approval of the Valuation Opinion prepared in accordance with Article 8 of Law 6404 of 1976, valuing the investment in Taesa on the base date August 31, 2013, recorded in the books of account of Cemig GT, recognized by the equity method.

 

c)              Reduction of the share capital of Cemig GT:

 

from                                 R$ 3,296,785,358.90 (three billion two hundred ninety six million seven hundred eighty five thousand three hundred fifty eight Reais and ninety centavos)

 

to                                                 R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos),

 

with consequent alteration of the head paragraph of Article 5 of the by-laws of Cemig GT, to read as follows:

 

“Clause 5       The Company’s registered capital is R$ 893,192,096.76 (eight hundred ninety three million one hundred ninety two thousand ninety six Reais and seventy six centavos), represented by 2,896,785,358 (two billion eight hundred ninety six million seven hundred eighty five thousand three hundred fifty eight) nominal common shares without par value.”;

 

· the reduction to take place by transfer to Cemig, sole stockholder of Cemig GT, of the following equity interest in Transmissora Aliança de Energia Elétrica S.A. — Taesa:

 

293,072,229 (two hundred ninety three million seventy two thousand two hundred twenty nine), common shares, representing 43.36% (forty three point three six per cent) of the common shares; and

 

155,050,644 (one hundred fifty five million fifty thousand six hundred forty four) preferred shares, representing 45.34% (forty five point three four) of the total number of preferred shares;

 

(referred to jointly as “the Shares in Taesa”), valued by the equity method at R$ 2,403,593,262.14 (two billion four hundred three million five hundred ninety three thousand two hundred sixty two Reais and fourteen centavos), based on the value of the investment recorded in the books of account of Cemig GT on April 30, 2013, (“the Transfer”),

 

and being conditional upon prior approval by the holders of debentures of Cemig GT, in accordance with Article 174, Paragraph 3, of Law 6404/1976.

 

Belo Horizonte, September 10, 2013 —

 

Luiz Fernando Rolla

 

Stockholder

Chair of the Extraordinary General Meeting of Stockholders of Cemig held on September 10, 2013.

 

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The above proposal was submitted to debate and, subsequently, to a vote, and approved unanimously.

 

There being no further business, the Chair opened the meeting to the floor, and since no-one wished to make any statement, ordered the session suspended for the time necessary for the writing of the minutes.

 

The session being reopened, the Chair, 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.

 

(These minutes are signed by:)

 

 

Anamaria Pugedo Frade Barros

 

 

Paula Souza Carmo de Miranda

for the State of Minas Gerais

Luiz Fernando Rolla

 

 

Gustavo Padrão Di Iorio Aguiar

 

 

José Mauricio Balbi Sollero

for AGC Energia S.A.

Alexandre Pedercini Issa

 

 

Letícia Pedercini Issa

 

 

George Washington Tenório Marcelino

for the following stockholders:

 

American Bible Society;           Amundi Actions Emergents;           Amundi Funds;           BP Pension Fund;

Chang HWA Commercial Bank, Ltd. in its capacity as Master Custodian of ING Global High Dividend Fund;

Dominion Resources, Inc. Master Trust;           EGShares Brazil Infrastructure ETF;

Fidelity Salem Street Trust: Spartan Emerging Markets Index Fund;

Flexshares® International Quality Dividend Defensive Index Fund;

Ford Motor Company Defined Benefit Master Trust;           Future Fund Board of Guardians;

Hand Composite Employee Benefit Trust;           LVIP Blackrock Emerging Markets Index RPM Fund;

Managed Pension Funds Limited;           Ministry of Strategy and Finance;           Norges Bank;

Schwab Fundamental Emerging Markets Large Company Index ETF;

Schwab Fundamental Emerging Markets Large Company Index Fund;

State of California Public Employees Retirement System;

State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans;

State Street Emerging Markets;           The Bank of Korea;           UPS Group Trust;

Vanguard Emerging Markets Stock Index Fund;

Vanguard FTSE All-World Ex-US Index Fund, a Series of Vanguard International Equity Index Funds;

Vanguard Funds Public Limited Company;

Vanguard Total International Stock Index Fund, a Series of Vanguard Star Funds;

Vanguard Total World Stock Index Fund, a Series of Vanguard International Equity Index Funds;

Wells Fargo Advantage Diversified Stock Portfolio;

Wisdomtree Emerging Markets Equity Income Fund;           Wisdomtree Global Equity Income Fund

 

Bethsaida de Oliveira Pena  —  for Caixa de Previdência dos Funcionários do Banco do Brasil — Previ

 

Robson Laranjo

 

Luciano Ferreira Bucek

 

Alexandre de Queiroz Rodrigues

 

I certify this text to be a copy of the original.

 

Anamaria Pugedo Frade Barros

 

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