Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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

 

For the month of May 2011

 

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.

 

Presentation of the First Quarter 2011 Results

 

 

 

2.

 

Earnings Release: First Quarter 2011 Results

 

 

 

3.

 

Annual Report of the Fiduciary Agent 2010 — 1st Issue of Non-convertible Debentures, April 2011

 

 

 

4.

 

Minutes of the Ordinary and Extraordinary General Meetings of Stockholders, April 29, 2011

 

 

 

5.

 

Summary of Minutes of the 508th Meeting of the Board of Directors, April 15, 2011

 

 

 

6.

 

Summary of Minutes of the 509th Meeting of the Board of Directors, April 29, 2011

 

 

 

7.

 

Summary of Principal Decisions of the 510th Meeting of the Board of Directors, May 5, 2011

 

 

 

8.

 

Material Announcement — Acquisition of Control of Redentor Energia, May 12, 2011

 

 

 

9.

 

Minutes of the Extraordinary General Meeting of Stockholders, May 12, 2011

 

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SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

 

Date: May 19, 2011

 

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Table of Contents

 

1.               Presentation of the First Quarter 2011 Results

 

4



1Q 2011 results Portfolio of businesses sustains results

 


Disclamer Some statements and estimates in this material may represent expectations about future events or results that involve risks and uncertainties known and unknown. There is no guarantee that the events or results referred to in these expectations will occur. These expectations are based on present assumptions and analyses from the viewpoint of our management, based on their experience, the macroeconomic environment, market conditions in the energy sector and our expected future results, many of which are not under Cemig’s control. Important factors that can lead to significant differences between actual results and projections about future events or results include Cemig’s business strategy, Brazilian and international economic conditions, technology, Cemig’s financial strategy, changes in the energy sector, hydrological conditions, conditions in the financial markets, uncertainty regarding future results of operations, plans and objectives as well as other factors. Because of these and other factors, our actual results may differ significantly from those indicated in or implied by these statements. The information and opinions contained herein should not be understood as a recommendation to potential investors and no investment decision should be based on the truthfulness, or completeness as of the date hereof of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation. To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could lead to different results from those estimated by Cemig, please consult the section on Risk Factors included in our Formulário de Referência filed with the Brazilian Securities Commission — CVM, and in Form 20-F filed with the U.S. Securities and Exchange Commission — SEC. Financial amounts are in RS million (RS mn) unless otherwise indicated, and reflect the adoption of IERS

 


Execution of the Strategy takes Cemig to a new level Strategic Plan calls for sustainable growth, aiming to ensure addition of value for shareholders over the long term Leadership in consolidation of Brazilian electricity sector Balanced growth in the 3 business segments through acquisitions and new projects Efficiency of the growth model strengthens Cemig’s strategic position Credit quality and financial solidity give access to funding and new opportunities

 


First quarter 2011 results Net revenue EBITDA Net Income 2,878 18% 3,387 1,164 11% 1,292 520 1% 526 1Q2010 1Q2011 1Q2010 1Q2011 1Q2010 1Q2011 Cemig continues to deliver consistent results to shareholders Successful growth strategy leads to a robust expansion of our indicators Portfolio of businesses sustains Ebitda of R$ 1.3 billion Quality of assets, and operational efficiency, enable improvement of margins

 


Main focus is on growth Acquisitions: Performance of companies acquired confirms success of the strategy of growing with financial partners and through minority holdings Greenfields: Discipline of investing in attractive conditions, with commitment to add value for shareholders always in first place Consolidation of the acquisitions made in 2010 Taesa: Excellent performance Net Income of R$ 73 million, 5.2% more than in 1Q10 Transmission now provides 16% of consolidated Ebitda Opportunities to capture synergies Growth in results of affiliated companies

 


Growth strategy Growth model sustains Cemig’s leadership in Brazilian electricity sector Holdings are vehicles of growth in the sector Addition of value to financial partners is a permanent commitment Special-purpose company Parati formed for acquisition of interests in Light previously held by Equatorial and Fundo Luce Control of Redentor Energia S.A. was acquired on May 12 Cemig now holds 27.82% of Light (26.06% directly, 1.76% indirectly)

 


...Structure of Cemig’s final holding in Light: Shareholders Agreement Light Control Block CEMIG FIP Redentor 25% 75% SPE Parati CEMIG: 50% ON FIP Redentor: 50% ON + 100% PN 54,08% 100% LUCE Fund Braslight 75% 25% Final participation % of CEMIG on Light’s capital Total Direct: 26,06% 32,58% Indirect: 6,51% 45,92% Redentor Energia S.A. FIP LUCE 100% 100% RME LEPSA 13,03% 13,03% CEMIG 26,06% 32,86% 15,02%

 


Sales and trading: leadership in Brazil’s Free Market Trading in electricity continues to be a strategic function Prices continue to be under pressure Greater competition in the free market Excellence in relationship preserves market share Cemig has 25% of the Brazilian Free Market Progress in sales from alternative sources continues Sales from incentive-bearing sources 104% higher year-on-year in 1Q11 Supply from these renewable sources also enables special clients to be served (between 500kW and 3MW)

 


Distribution: focus on operational efficiency Investment Program targeting improvement of performance indicators in 2011 Cemig D: R$ 1.3 billion Light SESA: R$ 784 million “Universalization” program — to take electricity to all citizens — continues New programs to serve MegaEvents — Soccer World Cup, Olympics Community Recovery Programs (UPPs) continue Regulations: third Tariff Review cycle Interaction with the regulator Cemig D and Light SESA undergo this process only in 2013

 


Financial management Portfolio of businesses, and financial discipline, position Cemig on a path of sustainable growth and addition of value for shareholders Solidity of results Balance between 3 principal businesses (G, T, D) increases predictability, reduces risks Strong operational cash flow for payment of dividends, acquisitions and debt servicing Quality of our balance sheet gives us broad access to credit Low debt ratios, high coverage ratios Robust cash position: R$ 2.7 billion Debt profile appropriate to our businesses Partnerships with financial investors Structuring of FIP funds frees cash for other investments, and ensures future growth

 


Debt profile Timetable of maturities Average tenor: 3.5 years 2,116 3,544 2,597 1,944 1,255 484 425 952 2011 2012 2013 2014 2015 2016 2017 2018 to 2034 Average real cost of debt (%) 7.3 5.8 5.4 5.3 5.7 6.5 6.8 6.8 7.1 Mar 09 Jun 09 Sep 09 Dec 09 Mar 10 Jun 10 Sep 10 Dec 10 Mar 11 *At constant December 2010 prices; including investees. Main indexors

15 % 3 % 13 % 6 % 3 % 1 % 59 % FINEL/RGR DOLAR CDI IPCA IGPM URTJ OUTROS OTHERS Consolidated debt at March 31, 2011 CEMIG CONSOLIDATED CEMIG GT CEMIG D Total debt 13.317 7.639 3.115 Debt in foreign currency 189 1% 3 - 122 4% Net debt 10.584 6.132 2.651 Ebitda* / Interest 4,07 3,61 4,05 Net debt / Ebitda(1) 2,27 2,50 2,37 Net debt / (Stockholders’ equity + Net debt) 46,9% 53,7% 51,3% (1) Net debt = (Total debt) - (Cash and cash equivalents) (*) Last 12 months Ebitda

 


Sustainability: a permanent Cemig corporate value Environmental programs The Premiar — Urban Trees Program: Development of a system that brings together information about the electricity network associated with location and data on tree species. Total of 12,845 trees geo-referenced so far. Online training on Environmental Policy:Completed by 7,120 employees, outsourced workers and interns, through Univercemig. Recognition and awards 11th year in the DJSI (Dow Jones Sustainability Index) — every year since its creation Inclusion in ISE Corporate Sustainability Index of BM&FBovespa for 6th year running Inclusion in ICO2 Carbon Efficient Index of BM&FBovespa/BNDES. Based on companies with lowest greenhouse gas emissions.

 


Consolidated sales volume Consolidated sales volume, 1Q 2011 GWh 15,518 482 669 337 34 173 609 159 17,981 16% 1Q10 Residencial Industrial Commercial Rural Wholesale CCEE (Spot) Other 1Q11 Record sales volume in the quarter reflects expansion of consumption in all user categories Electricity volumes sold 16% higher YoY on growth of the economy, and new clients Robust growth of consumption by industrial and residential users clearly demonstrates recovery in the economy, both inside and outside the concession area

 


Cemig GT - Sales Volume Variation by type in 1Q11 - GWh 8,963 523 110 -147 255 9,704 8% 1Q2010 Free Consumers Wholesale Free Market Regulated market CCEE (Spot) 1Q2011 Volume by market — GWh 1,114 3,678 4,171 1Q2010 1,369 3,640 4,695 1Q2011 Free Consumers Regulated and Free Markets CCEE Cemig GT’s sales boosted by expansion of the economy and gain in market share More transactions on spot market (CCEE) reflect sales of secondary energy Less wholesale volume reflects ending of contracts from 2009 Adjustment Auction

 


Cemig D — sales by consumer category sales by consumer category 5% 5,904 6,222 1Q2010 1Q2011 Sales by consumer category —GWh CATEGORY 1T2011 1T2010 VARIAÇÂO Residential 2,183 2,035 7% Industrial 1,227 1,112 10% Commercial 1,325 1,237 7% Rural 533 501 6% Other 766 727 5% Subtotal 6,034 5,613 8% CCEE 188 291 -35% TOTAL 6,222 5,904 5% Strong expansion of the economy in the concessionary boosted demand Industrial users: Robust growth of 10% YoY Intense sales growth continues in the quarter Breakdown by consumer category - 1Q11 21 % 23 % 9 % 10 % 37 % Residencial Residential Industrial Comercial Commercial Rural Others Outros

 


Consolidated net revenue Consolidated net revenue from 1Q10 to 1Q11 R$ mn 2,878 448 189 55 11 37 24 -255 3,387

18% 1Q2010 Final consumers TUSO Wholesale and CCEE Use of network Gas Others Deductions 1Q2011 Balanced portfolio of businesses yields net revenue up 18% YoY in quarter Acquisition of Taesa and increased stake in TBE contributes to increased revenue from use of network Expansion of demand for natural gas in Minas Gerais state increases 1Q revenue of Gasmig by almost R$ 37 million YoY

 


Consolidated operational expenses Expenses in 1Q11 - R$ mn 21% 1,927 2,327 1Q2010 1Q2011 Consolidated expenses: changes, 1Q11 - R$ mn Personnel Profit shares Materials Post-employment Provisions Royalties Bought energy Outsourced services Gas Depreciation Charges Construction costs Other -13 -13 -10 3 19 -4 358 37 13 19 3 -7 -3 Program of operational efficiency and cost reduction is producing results Personnel expenses R$ 13 million lower YoY in 1Q11 Priority for preventive maintenance increases expenses on outsourced services Growth of expenses on electricity bought for resale arises from greater selling activity of Cemig GT, and increased load for Cemig D Increase in bought electricity at Cemig D is a non-controllable cost, passed on to the tariff 0

 


Balanced portfolio sustains Ebitda Net Income by activity, 1Q11 39 % 16 % 2 % 43 % Ebitda of principal companies Geraçâo Generation Distribuiçâo Distribution Transmissão Transmission Outras Others LAJIDA 1Q2011 % CEMIG GT 571 44% CEMIG D 388 30% LIGHT 114 9% GASMIG 32 2% TBE 61 5% TAESA 75 6% OTHERS 51 4% CONSOLIDATION 1,292 100% EBITDA, R$ mn Net Income, R$ mn

 


Cash Flow Cash flow statements, 1Q11 end 1Q10 1Q2011 1Q2010 Cash at start of period 2.979 4.425 Cash from operations 474 1.156 Net Income 526 520 Depreciation and amortization 233 214 Suppliers -16 72 Provisions for operational losses 34 -4 Other adjustments -303 354 Financing activity -24 81 Financings obtained and capital increase 325 3.197 Interest on Equity, and dividends -349 -3112 Interest on Equity, and dividends - -4 Investment activity -696 -1.175 Securities-Financial Investment -528 - Fixed/intangible assets -168 -1.175 CASH AT END OF PERIOD 2.733 4.487

 


Investment program REALIZED PLANNED PLANNED ACTIVITY IN 1Q11 2011 2012 P1 projects 124 1,537 1,127 Generation 4 165 84 Transmission 2 72 87 Cemig D 117 1,299 954 Cemig holding company - 1 2 Light for Everyone Program 88 374 - CDE funds - -142 -58 Minas Gerais state - -189 -16 Acquisitions 5 408 7 Light / Redentor Public Offer — Luce (LPESA) 388 - TBE 5 20 7 TOTAL 217 2,319 1,134 (1) Amounts estimated in accordance with corporate planning, as from 2010, at March 2011 prices. They include the basic investments to maintain the routines of Cemig D, Cemig GT and Cemig (holding company).

 


Cemig: already a global investment option* TOTAL ASSETS 34.3 STOCKHOLDERS’ EQUITY 12.0 CONSOLIDATED NET REVENUE (LTM) 13.4 MARKET VALUATION (R$ BILLION) 21.9 OPERATING IN ALMOST THE WHOLE OF BRAZIL FIRST INVESTMENTS OUTSIDE BRAZIL IN OPERATION * Market value: expressed as 100% of the Company’s shares at the closing price of the preferred shares on April 29, 2011. Amounts in R$ billion LTM=last 12 months

 


Capital markets and Investor relations Stock performance 20% 15% 10% 5% 0% -5% -10% dez-10 jan-11 jan-11 jan-11 jan-11 fev-11 fev-11 fev-11 fev-11 mar-11 mar-11 mar-11 mar-11 CMIG3 CMIG4 IBOV Proposed of allocation of 2010 net income was approved on April 29th 53% of net income for 2010 will be distributed as dividends Dividends equivalent to R$ 1.75 per share. Dividend yield as of April 28th: Preferred: 6% Common: 8%

 


Investor Relations ri@cemig.com.br Phone Number: (55-31) 3506-5024 Fax: (55-31) 3506-5025

 


Glossary ACR: Regulated Contracting Environment in which purchases and sales involving Distributors occur by means of public auctions. ACL: Free Contracting Environment, in which purchases and sales of electricity among Free Clients, Marketers and Generators occur, through freely negotiated bilateral contracts. ANEEL: The Brazilian energy sector is regulated by ANEEL, an independent federal regulatory agency. BRGAAP: Brazilian accounting principles. CCC - Conta Consumo de Combustiveis Fósseis [Fossil Fuel Consumption Account]: The CCC was created to generate financial reserves to cover higher costs associated with greater use of thermoelectric plants in the event of drought, as a function of the fact that marginal operating costs of thermoelectric plants are higher than those of hydroelectric plant. Every energy company must make an annual contribution to the CCC. The annual contributions are calculated based on cost estimates of the fuel required by thermoelectric plants in the following year. CCEE - Câmara de Comercialização de Energia Elétrica [Electricity Marketing Council]: Its purpose is to make marketing electricity on the National Interconnected System viable. CDE - Conta de Desenvolvimento Energético [Energy Development Account]: Source of the subsidy created to make alternative sources of energy — such as wind-driven and biomass — competitive, and to promote universalization of electricity services. Its resources come from annual payments made by concessionaires for the use of public assets, penalties and fines imposed by ANEEL, and the CDE will remain operational for 25 years, and it will be administered by Eletrobrás. DEC - Duração Equvivalente de Interrupção por Unidade Consumidora [Equivalent Duration of Interruption per Consumer Unit]: During a period observed in each consumer unit of a group that is being considered, the average interval of time of an interruption in electricity distribution. Dividend Yield: The annual percentage of return that a shareholder receives in the form of dividends and Interest on Own Capital (per share) in relation to the share price. FEC - Freqūência Equivalente de Interrupção de Energia [Equivalent Frequency of Electricity Interruption]: Number of interruptions in electricity distribution that occur on average during an observed period, in each consumer unit of a determined group. GSF: Generating Scaling Factor. The factor used to determine the Allocated Energy from each generator participating in the National Interconnected System. It is calculated as a function of availability of generation and the verified market, among other parameters. FIDC (Receivables Fund) — Fund of credit rights. It is formed of realizable assets. Hedge: Term that means safeguard. It is a mechanism used by people or companies who need to protect themselves against price fluctuations that usually occur in commodities or exchange markets. EBITDA: Earnings Before Interest (Financial Results), Taxes, Depreciation and Amortization. It states the Generation of Operating Cash of a company, and provides a snapshot of how much money a company is generating from its main business. EBITDA / NET OPERATING REVENUES (EBITDA MARGIN): Percentage that relates Generation of Operating Cash with Operating Revenues. It shows the percentage at which revenues become cash after operations, giving an idea of the business’ profitability.

 


Glossary Payout — Percent of net income to be distributed as dividends. P/L (Price to Earnings Ratio) — Relationship between share price and profit per share. PL — Shareholders’ Equity PLD— Price for Liquidation of Differences, called “Spot” price. RTD- Deferred Tariff Adjustment: ANEEL defined the results of the periodic tariff adjustment of Cemig Distribution, which includes restatement of electricity supply tariffs at levels that are compatible with preserving the economic-financial balance of the concession contract, providing sufficient revenues to cover efficient operating costs and adequate remuneration on investments. The average adjustment that was applied on a provisory basis to Cemig’s tariffs on April 8, 2003 was 31.53%, while the definitive tariff restatement for CEMIG should have been 44.41%. The 12.88% difference will be offset through an increase in each projected tariff adjustment to occur from 2004 to 2007, cumulatively. The difference between the tariff adjustment to which Cemig Distribution has a right and the tariff effectively charged consumers was recognized as a Regulatory Asset. RTE — Extraordinary Tariff Restatement: Tariff adjustment granted in December 2001 to distributors and generators in regions that experienced rationing. Projected in the General Agreement of the Electricity Sector, it resulted in a 2.9% increase to tariffs for residential consumers (with the exception of Low Income Consumers) and rural consumers,. and 7.9% for other consumers. The objective of the adjustment was to replace the losses that energy distributors and generators had from the reduced consumption imposed by the government. The duration of the adjustment varies according to the time necessary to recover each concessionaire’s losses. RGR — Global Reversion Reserve: Annual number embedded in concessionaires’ costs to generate resources for expansion and improvement of public electricity services. The amounts are collected on a monthly basis in favor of Eletrobras, which is responsible for administering resources, and they must also be used by Procel. Total Shareholder Return — This is the shareholder return obtained by adding dividends (yield) and the percentage appreciation of the shares. TUSD — Distribution System Usage Tariffs: The TUSD is paid by generation companies and by Free Clients for use of the distribution system of the distribution concessionaire to which the generator or free client is connected, and it is revised annually according to the inflation index and investments made by the distributors in the previous year to maintain and expand the network. The amount to be paid by the user connected to the distribution system is calculated by multiplying the amount of energy contracted with the distribution concessionaire for each connection point, in kW, by the tariff in R$/kW, which is established by ANEEL. UHE —Hydroelectric Plant: Plant that uses mechanical energy from water to turn the turbines and generate electricity. UTE -Thermoelectric Plant: Plant in which the chemical energy contained in fossil fuels is converted into electricity. Market value —This is the value of the company calculated by multiplying the number of shares by their respective price. WACC —Weighted Average Cost of Capital: average weighted cost of capital. DESENVOLVIDO POR

 

 


Table of Contents

 

2.               Earnings Release: First Quarter 2011 Results.

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Table of Contents

 

 

 

 

IR Contacts

Chief Officer for Finance

and Investor Relations:

Luiz Fernando Rolla

 

General Manager,

Investor Relations:

Antônio Carlos Vélez Braga

 

Manager, Investor Markets:

Stefano Dutra Vivenza

 

Tel +55 (31) 3506-5024

Fax +55 (31) 3506-5026

ri@cemig.com.br

http://ri.cemig.com.br/

 

GRAPHICGRAPHIC

 

EARNINGS RELEASE

 

Cemig H

 

Comment by Cemig’s CEO, Mr. Djalma Bastos de Morais:

 

“The exceptional results that we present for the first quarter of 2011 reflect the success of our Long-term Strategic Plan, and of the strategy that is linked”

 

Mr. Luiz Fernando Rolla, CFO:

 

“new level of results, which reflects the correctness of our strategy of growing through acquisitions and new projects, within the process of consolidation of the Brazilian electricity sector.”

 

Headlines:

 

 

 

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Contents

 

STATEMENTS BY THE CEO AND CFO

9

 

 

THE ECONOMIC CONTEXT

11

 

 

STOCK PRICES: PERFORMANCE

15

 

 

ECONOMIC SUMMARY

15

 

 

ADOPTION OF INTERNATIONAL FINANCIAL STANDARDS

16

 

 

CEMIG’S CONSOLIDATED ENERGY MARKET

16

 

 

THE ELECTRICITY MARKET OF CEMIG D

19

 

 

THE ELECTRICITY MARKET OF LIGHT

21

 

 

OPERATIONAL REVENUE

21

 

 

EBITDA

25

 

 

NET INCOME FOR THE PERIOD

26

 

 

DEDUCTIONS FROM OPERATIONAL REVENUES

24

 

 

OPERATIONAL COSTS AND EXPENSES (EXCLUDING FINANCIAL REVENUE/EXPENSES)

28

 

 

FINANCIAL REVENUES (EXPENSES)

30

 

 

INCOME TAX AND SOCIAL CONTRIBUTION TAX

31

 

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Disclaimer

 

Certain statements in this material may represent expectations about future events or results that are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results referred to in these expectations will in fact take place.

 

These expectations are based on present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector, and expected future results, many of which are not under Cemig’s control.

 

Important factors that can lead to significant differences between actual results and the projections about future events or results include Cemig’s business strategy, Brazilian and international economic conditions, technology, Cemig’s financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and electricity markets, uncertainty in relation to our results from future operations, plans, and objectives, and other factors.  Because of these and other factors the real results of Cemig may differ significantly from those indicated in or implied by such statements.

 

The information and opinions contained herein should not be understood as a recommendation to potential investors. No investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation.

 

To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could originate different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission — CVM — and on the 20-F form filed with the U.S. Securities and Exchange Commission — SEC.

 

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

 

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Statements by the CEO and CFO

 

Cemig’s CEO, Mr. Djalma Bastos de Morais, makes the following comments:

 

“ The exceptional results that we present for the first quarter of 2011 reflect the success of our Long-term Strategic Plan, and of the strategy that is linked to it. By focusing on the long term, this Plan enables Cemig to present growing results, with a balanced portfolio of businesses, and with low risk.

 

After successfully making a number of acquisitions, Cemig is now very well positioned, in the context of an increasingly strong Brazilian economy, as indicated by the exceptional growth in the consumer market.

 

We do not cease to “do our homework”, growing in a balanced fashion across all our sectors, with our focus on operational excellence.

 

The results show that we are on the right path — and in particular that the decisions taken in the last few years are having the effect we intend: constantly adding value to our businesses, and making Cemig a company with continuously increasing strength and solidity, led by efficient corporate management”.

 

Cemig’s Chief Finance and Investor Relations Officer, Luiz Fernando Rolla, comments as follows:

 

“In this first quarter we have continued to generate consistent, robust cash flow as a result of our operations — and, as intended, add value to our businesses.

 

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Our Ebitda in 1Q11 is R$ 1.3 billion, 11% more than in the first quarter of 2010 — benefiting from our policy of maintaining high levels of operational efficiency.

 

This excellence is evidenced by our net income, of R$ 526 million in the first 3 months of this year, 1% more than in 1Q10.

 

We are now operating at a new level of results, which reflects the correctness of our strategy of growing through acquisitions and new projects, within the process of consolidation of the Brazilian electricity sector.

 

Even with its large universe of 58 companies and 10 consortia, the Cemig Group has operations that are synergetic, increasingly profitable, positioned with lower risk, and greater stability — and results that are always growing over the long term.

 

Our solid cash position of R$ 2.7 billion provides the basis for execution of our Strategic plan, dividend policy and debt management, and also the execution of planned investments, including those associated with acquisition opportunities.

 

The excellent results we present today show that we continue to add value, both continuously and sustainably, for all our shareholders — and all our other stakeholders.

 

In this release, we summarize the main points of our results for 1Q11. ”

 

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The economic context

 

The first quarter of 2011 continued to show signs of strengthening and recovery in the world’s leading economies.

 

Growth continued in the US, though at a modest seasonally adjusted rate of 1.8% p.a. in the first quarter, 1.9 percentage points lower than its year-on-year growth of 3.7% in first quarter 2010 (1Q10). Similarly, growth in the Eurozone to the end of March was 2.5%, which compares to 1Q10, led by Germany and the Netherlands. China, Brazil’s largest export destination, reported 12-month GDP growth of 9.7% to the end of 1Q11. Industrial production in Japan was down 4.5% year-on-year in the quarter, representing a reversal of 6.2 percentage points from the growth of 1.7% reported in 1Q10. Year-on-year growth in industrial production in Argentina, one of Brazil’s leading export customers, was 6.4% in the quarter, lower than the year-on-year growth of 14.25% reported in 1Q10.

 

In the Brazilian economy, strongly based on exports, aggregate demand was strong, reflecting growth in income, strong performance in the labor market, expansion of lending, and high levels of consumer and business confidence.

 

Brazil recorded its lowest-ever recorded average unemployment rate for a first quarter, of 6.3%, which compares to 7.4% in 1Q10. And real wages were up 4.0% in 1Q11 — the highest year-on-year comparison in many years. Lending was higher from the same period of the last year, with lending to individuals up 13.2%, and lending to

 

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companies up 9.9%. Confidence indices were optimistic. The consumer confidence indicator was up 1.4% from a year ago; and the National Industries Federation’s business confidence index, though down 9.7% from last year, was still high at 60.5.

 

Industrial production, by volume, was up 2.1% year-on-year in Brazil, and 3.8% in Minas Gerais — the state where the majority of Cemig’s revenue is concentrated:

 

GRAPHIC

 

Sources: Brazilian Geography and Statistics Institute (IBGE); Brazilian Finance Ministry.

 

Note that the rate of expansion of industrial production of the state of Minas Gerais overtook that of Brazil at the end of 2009, and has remained ahead of it during 2010 and 2011.

 

Industrial production indicators in two other important industries — mining and the automobile industry — have accommodated slightly in the first quarter, though at high levels:

 

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GRAPHIC

Sources: Brazilian Geography and Statistics Institute (IBGE); Brazilian Finance Ministry.

 

The auto industry and mining are leading elements of the economy of Minas Gerais, the state in which Cemig generates most of its revenue.

 

Early in the year, the imbalance between high domestic absorption and industrial production continued to pressure inflation, which reached the upper limit of the inflation target range (6.5%) — the center of the range is 4.5%. During the quarter the Central Bank’s Monetary Policy Committee (Copom) raised the basic (Selic) interest rate twice, by 0.25 percentage points in January and by 0.5 percentage points in March, bringing it to 11.75% at the end of the quarter. The Central Bank expects that its interest rate policy, together with macroprudential measures being taken since last year, will bring inflation within the target in 2012.

 

Electricity consumption in 1Q11 was higher than in 1Q10 in all the consumer categories: residential consumption was 3.5% higher, consumption by industrial consumers was 5.3% higher, consumption by the commercial user category was up 6.1%, and consumption by rural and other consumers was 3.1% higher.

 

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GRAPHIC

 

Sources: Eletrobras

 

In the whole of Brazil, these categories consumed the following average volumes of electricity per month in the first quarter of 2011:

 

·                  Industrial  14,817 GWh

·                  Residential  9,587 GWh

·                  Commercial  6,321 GWh

·                  Others  5,046 GWh

 

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Table of Contents

 

Stock prices: performance

 

Name

 

Ticker

 

Currency

 

Close of 2009

 

Close of 2010

 

Close of
March 2011

 

Change
up to Mar.
2011

 

Cemig PN

 

CMIG4

 

R$

 

26.12

 

26.71

 

31.19

 

17

%

Cemig ON

 

CMIG3

 

R$

 

19.60

 

20.75

 

24.24

 

17

%

ADR PN

 

CIG

 

US$

 

15.65

 

16.59

 

19.27

 

16

%

ADR ON

 

CIG.C

 

US$

 

11.86

 

12.44

 

12.98

 

4

%

Cemig PN

 

XCMIG

 

 

12.57

 

12.30

 

13.49

 

10

%

(Latibex)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Economic summary

 

 

 

1Q
2011

 

1Q
2010

 

Change,
%

 

Electricity sold, GWh

 

17,981

 

15,518

 

16

%

Gross revenue

 

5,033

 

4,271

 

18

%

Net sales revenue

 

3,387

 

2,878

 

18

%

Ebitda

 

1,292

 

1,164

 

11

%

Net income

 

526

 

520

 

1

%

 

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Table of Contents

 

Adoption of International Financial Standards

 

The results below are reported under the new Brazilian accounting practices, which arose from the process of harmonization of Brazilian accounting rules with International Financial Reporting Standards.  The results for the first quarter of 2010 have been restated to reflect these changes and to allow comparability with the first quarter of 2011.

 

Cemig’s consolidated energy market

 

Cemig’s market comprises the sale of electricity by Cemig D, Cemig GT consolidated (Cemig GT itself plus Cachoeirão, Pipoca and the proportionate holdings in the Parajuru, Morgado and Volta do Rio wind farms), the subsidiaries and affiliates (Horizontes, Ipatinga, Sá Carvalho, Barreiro, Cemig PCH, Rosal and Capim Branco) and Light (in proportion to Cemig’s holding).

 

These include sales both to captive consumers and free clients, in the concession area of Minas Gerais and outside the State, and also the sale of electricity to other agents of the electricity sector in the Free and Regulated Markets, and the sales under the Proinfa program to encourage alternative electricity sources, and on the CCEE (wholesale market) — eliminating transactions between companies of the Cemig group.

 

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Table of Contents

 

In 1Quartely 2011, Cemig sold a total of 17,981 GWh, 16% more than in 2009 (15,518).

 

The figure includes a large volume of electricity sold to industrial consumers, totaling 6,257 GWh — the result of the strong economic growth and of Cemig’s position as leader in the free market in electricity in Brazil, another highlight is our sales under the residential, which grew by 21% — to 2,832 GWh — in 1Q11.

 

Consumption by
consumer category - MWh

 

1Q 2011

 

1Q 2010

 

Residential

 

2,831,408

 

2,350,021

 

Industrial

 

6,257,236

 

5,587,941

 

Commercial, services and others

 

1,809,749

 

1,472.502

 

Rural

 

536,842

 

503,200

 

Public authorities

 

301,685

 

229,729

 

Public illumination

 

322,755

 

287,009

 

Public service

 

355,273

 

309,607

 

Total

 

12,414,948

 

10,740,009

 

Own Consumption

 

15,040

 

11,436

 

Subsidy for low-income consumers

 

 

 

Retail supply not invoiced, net

 

 

 

 

 

12,429,988

 

10,751,445

 

Supply

 

3,410,217

 

3,237,078

 

Transactions on the CCEE

 

2,128,694

 

1,520,035

 

Sales under the Proinfa program

 

12,261

 

10,392

 

Total

 

17,981,160

 

15,518,950

 

 

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Table of Contents

 

This chart shows the breakdown of the Cemig Group’s sales to final consumers:

 

 

 

The electricity market of Cemig GT

 

Revenue from supply of electricity

 

This table shows supply of electricity by type of consumer:

 

 

 

1Q
2011

 

1Q
2010

 

Change,
%

 

Industrial

 

4,674

 

4,165

 

12

 

Commercial

 

20

 

6

 

233

 

Wholesale supply to other concession holders (*)

 

3,628

 

3,667

 

-1

 

Transactions in electricity on the CCEE

 

1,370

 

1,115

 

23

 

Sales under the Proinfa program

 

12

 

10

 

20

 

Total

 

9,704

 

8,963

 

8

 

 

In GWh

 


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

 

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Table of Contents

 

Revenue from use of the network

 

This refers to the tariff charged to agents in the electricity sector, including Free Consumers connected to the high voltage network, for use of that part of the National transmission Grid that is owned by the Company.

 

The electricity market of Cemig D

 

On April 8, 2011 Aneel published the result of the Tariff Adjustment of Cemig D. The Company’s tariffs were differentiated by voltage level, and the average impact was an increase of 6.04%, effective on that date.

 

Revenue from supply of electricity

 

Revenue from supply of electricity in 1Q11 was R$ 2,326,835, compared to R$ 2,303,663 in 1Q10.

 

The main impacts on revenue from sales to final consumers in 1Q11 arose from:

 

·      The quantity of electricity supplied to final consumers was 7.52% higher year-on-year.

 

·      Tariff increase with average impact on consumer tariffs of 1.67%, from April 8, 2010 (full effect in 1Q11).

 

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Table of Contents

 

Electricity sold to final consumers (MWh)

(Figures not reviewed by external auditors)

 

 

 

1Q
2011

 

1Q
 2010

 

Change,
%

 

Residential

 

2,183

 

2,035

 

7

 

Industrial

 

1,227

 

1,112

 

10

 

Commercial, services and others

 

1,325

 

1,237

 

7

 

Rural

 

533

 

501

 

6

 

Public authorities

 

195

 

179

 

9

 

Public illumination

 

279

 

265

 

5

 

Public service

 

283

 

274

 

3

 

Total

 

6,025

 

5,603

 

8

 

 

In GWh

 

The categories with the largest year-on-year increases were the residential, industrial and commercial categories, respectively 7.27%, 10.33% and 7.10%.  The increases in these categories were mainly due to an increased number of consumers, expansion of industrial activity, and growth in private consumption, due to the favorable economic conditions in the state of Minas Gerais.

 

In spite of the quantity of electricity sold being 7.52% higher, revenue was only 1.01% higher. This result is substantially due to the effects arising from the regulatory assets and liabilities being transferred to tariffs in the periods concerned.

 

Revenue from use of the network

 

This is revenue from the TUSD — Tariff for Use of the Distribution System — charged to Free Consumers on electricity sold to them. In first quarter 2011 this revenue was R$ 447,341, 35.50% more than its total of R$ 330,147 in first quarter 2010. This variation arises principally from the

 

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increase in the volume transported, as a result of the migration of captive consumers to the status of free consumers, and also from the greater industrial activity in 2011.

 

The electricity market of Light

 

Total electricity consumption in 1Q11, at 6,291 GWh, was 3.4% more than in 1Q10. Consumption by the residential category of consumers was 3.0% higher than in 1Q10, even though average temperatures were nearly 1°C lower than in 1Q10.

 

For more details on Light’s sales in the second quarter of 1Q11, please see the report on this link:

 

http://www.mzweb.com.br/light/web/arquivos/Light_S.A._Release_1Q11.pdf

 

Operational revenue

 

Revenue from supply of electricity

 

Gross revenue from supply of electricity in 1Q11 was R$ 3,969,051, 14.53% more than in 1Q10 (R$ 3,465,493).

 

Final consumers

 

The revenue from electricity sold to final consumers in 1Q11, excluding the group’s own consumption, was R$ 3,498,847, compared to R$ 3,097,476 in the first quarter of 2010.

 

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The main factors in this result are:

 

·      The volume of energy invoiced to final consumers (excluding Cemig’s own consumption) was 15,60% higher.

 

·      Tariff increase for Cemig D with average effect on consumer tariffs of 1.67%, starting from April 8, 2010.

 

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

 

·      In spite of the effects reported above, revenue is 14.53% higher, mainly because of the effects arising from regulatory assets and liabilities that were transferred to tariffs in the periods concerned.

 

Electricity sold to final consumers

 

 

 

1Q
2011

 

1Q
2010

 

Change,
%

 

Residential

 

2,831

 

2,350

 

21

%

Industrial

 

6,257

 

5,588

 

12

%

Commercial, services and others

 

1,810

 

1,473

 

23

%

Rural

 

537

 

503

 

7

%

Public authorities

 

302

 

230

 

31

%

Public illumination

 

323

 

287

 

12

%

Public service

 

355

 

310

 

15

%

Total

 

12,415

 

10,740

 

16

%

 

In GWh

 

Revenue from wholesale electricity sales

 

The volume of electricity sold to other concession holders in 1H11 was 5.35% higher than in 1H10, for average price 4.56% higher, at R$ 106.95/MWh in 1Q112011, vs. R$ 102.29/MWh in 1Q10. As a result, revenue from wholesale supply to other concession holders was 10.15% higher year-on-year, at R$ 364,724 in 1Q2011, than in 1Q2010

 

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Table of Contents

 

(R$ 331,127). Revenues from energy sold to other concession holders totaled R$ 3,410,217 in 1Q11, compared to R$ 3,237,078 million in 1Q10.

 

Revenue from use of the electricity distribution systems (TUSD)

 

The revenue from the TUSD (Tariff for Use of the Distribution System), received by Cemig D and Light, was 56.51% higher in 1Q11, at R$ 524,375, compared to R$ 335,042 in 1Q10. This revenue comes from charges made to Free Consumers on energy sold by other agents of the electricity sector, and its increase arises from a higher volume of transport of energy for free consumers, a consequence of the recovery of industrial activity and of migration of captive clients to the free market.

 

Revenue from use of the transmission grid

 

Revenue for use of the network was 3.51%, or R$ 11,153, higher year-on-year in 1Q11, at R$ 329,028, compared to R$ 317,875 in 1Q10.

 

This revenue is from the transmission capacity of Cemig GT made available to the national grid, and also from the jointly-controlled transmission subsidiaries, among which we highlight the transmission groups known as TBE and Taesa.

 

The increase in this revenue in 2011 is mainly due to acquisition of an interest in Taesa, in May 2010, through a public offer to acquire shares, which increased these revenues in 1Q11.

 

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Table of Contents

 

Deductions from operational revenues

 

Deductions from operational revenues in 1Q11 totaled R$ 1,647,650, which was 18.27% more than in 1Q10 (R$ 1,393,136). The main variations in these deductions from revenue between the two years are as follows:

 

The Fuel Consumption Account — CCC

 

The deduction for the CCC charge was R$ 157,302 in 1Q11, compared to R$ 98,942 in 1Q10, an increase of 58.98%. This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is prorated between electricity concession holders, on a basis set by an Aneel Resolution.

 

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

 

CDE — Energy Development Account

 

The deduction from revenue for the CDE charge was R$ 122,855 in 1Q11, compared to R$ 110,176 in 1Q10, an increase of 11.51%. These payments are specified by a Resolution issued by the regulator, Aneel. This is a non-controllable cost: in the distribution activity, the

 

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Table of Contents

 

difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion related to transmission services the Company merely acts as a channel for the CDE amount, charging it to Free Consumers on their invoices and paying it on to Eletrobrás.

 

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

 

Ebitda

 

Cemig’s Ebitda in 1Q11 was 11% higher than in 1Q10:

 

(Method of calculation not reviewed by external auditors)

 

R$ mn 

 

1Q
2011

 

1Q
2010

 

Change,
%

 

Profit (loss) for the year

 

526

 

520

 

1

 

+ Provision for income tax and Social Contribution tax

 

250

 

301

 

-17

 

+ Financial revenues (expenses)

 

283

 

129

 

119

 

+ Depreciation and amortization

 

233

 

214

 

9

 

= EBITDA

 

1,292

 

1,164

 

11

 

 

The higher Ebitda in 1Q11 than in 1Q10 mainly reflects Revenue 17.69% higher, partially offset by Operational costs and expenses (excluding Depreciation and amortization) 22.23% higher. The higher

 

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Table of Contents

 

Operational costs and expenses in 1H11 than in 1H10 are reflected in Ebitda margin, which was 40.46% in 1Q2010, and 38.16% in 1Q 2010.

 

Ebitda and Net income  by business area, and by principal companies

 

Company

 

Net income

 

Ebitda

 

Cemig GT*

 

206

 

571

 

Cemig Distribuição

 

143

 

388

 

Light

 

43

 

114

 

Gasmig

 

21

 

32

 

TBE

 

47

 

61

 

Taesa

 

41

 

75

 

Other

 

25

 

51

 

Total

 

526

 

1,292

 

 

Business area

 

Net income

 

Ebitda

 

Generation

 

258

 

556

 

Transmission

 

74

 

201

 

Distribution

 

187

 

502

 

Other

 

7

 

33

 

Total

 

526

 

1,292

 

 

Net income for the period

 

Cemig’s consolidated net income in 1Q11 was R$ 526,151, which compares with R$ 520,066 in 1Q10, an increase of 1.17%. This mainly reflects higher revenue due to volume of electricity sold being 3.11% higher year-on-year, in turn mainly due to higher industrial activity; and also to revenue from use of the grid up 3.51% year-on-year, due to the addition of the transmission company Taesa to the network in May 2010.

 

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Table of Contents

 

Deductions from operational revenues

 

Deductions from operational revenues in 1Q11 totaled R$ 1,647,650, 18.27% more than in 1Q10 (R$ 1,393,136). The main variations in these deductions between the two years are:

 

The Fuel Consumption Account — CCC

 

The deduction for the CCC charge was R$ 157,302 in 1Q11, compared to R$ 98,942 in 1Q10, an increase of 58.98%. This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is prorated between electricity concession holders, on a basis set by an Aneel Resolution.

 

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

 

CDE — Energy Development Account

 

The deduction from revenue for the CDE charge was R$ 122,855 in 1Q11, compared to R$ 110,176 in 1Q10, an increase of 11.51%. These payments are specified by a Resolution issued by the regulator, Aneel. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff

 

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Table of Contents

 

adjustment. For the portion related to transmission services the Company merely acts as a channel for the CDE amount, charging it to Free Consumers on their invoices and paying it on to Eletrobrás.

 

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

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding Net financial revenue (expenses)) totaled R$ 2,327,125 in 1Q11, 20.74% more than in 1Q10 (R$ 1,927,335). This is mainly due to increases in the costs of Electricity bought for resale, and Outsourced services. There is more information on this in Explanatory Note 23 to the Consolidated Quarterly Information.

 

The following paragraphs outline the main variations in expenses:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 1Q11 was R$ 1,075,760, 49.84% more than in 1Q10 (R$ 717,941). The higher amount is basically due to a higher volume of selling activity by Cemig GT — reflected in higher revenues. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is

 

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Table of Contents

 

compensated for in the next tariff adjustment.  There is more information on this in Explanatory Note 22 to the Consolidated Quarterly Information.

 

Personnel

 

Personnel expenses totaled R$ 281,967 in 1Q11, 4.27% less than in 1Q10 (R$ 294,543). This result is largely due to the reduction of the number for employees from 2010 to 2011, as a result of the Company’s Voluntary Retirement Program, the effect being partly offset by the average salary increase of 7% agreed in November 2010, in the negotiations for the annual Collective Work Agreement for 2010—11.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in 1Q11 was R$ 189,614, 1.44% more than in 1Q10 (R$ 186,921).

 

These charges, set by an Aneel Resolution, are payable by electricity distribution and generation agents for use of the facilities that are components of the national grid. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment.

 

Depreciation and amortization

 

Depreciation and amortization was 8.83% higher year-on-year: R$ 232,797 in 1Q11, compared to R$ 213,904 in 1Q10.

 

The increase effectively reflects the Company’s increased investment program, mainly in the distribution business.

 

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Table of Contents

 

Post-employment  liabilities

 

Expenses on post-employment obligations totaled R$ 30,888 in 1Q11, 10.69% more than in 1Q10 (R$ 27,905). This expense represents the updating of the obligation, calculated in accordance with an actuarial opinion prepared by external consultants.

 

Operational provisions

 

Operational provisions totaled R$ 41,068 in 1Q11, compared to R$ 23,148 in 1Q10, an increase of 77.42%. The higher figure is mainly due to a reversal, in 1Q10, of the provision for civil lawsuits on the subject of tariff increases, due to finalization of the cases. Further information is given in Explanatory Note 22 to the Consolidated Quarterly Information.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 282,819 for 1Q11, which compares with net financial expenses of R$ 129,446 in 1Q10. The main factors affecting net financial revenues (expenses) were:

 

·                  Higher expense on costs of loans and financings: R$ 302,699 in 1Q11, compared to R$ 231,034 in 1Q10. The higher figure reflects entry of new financings, one of the most important being the issue

 

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Table of Contents

 

of R$ 600,000 by Cemig GT in May 2010; and also the higher aggregate CDI rate over 1Q11 than in 1Q10 — the result of the increase in the Selic Rate by the Central Bank.

 

·                  Increase in the expense of monetary variation on Loans and financings in Brazilian currency: R$ 50,964 in 1Q11, compared to R$ 31,975 in 1Q10. This increase is due, substantially, to the higher volume of funds indexed to the IPCA in first quarter 2011 than in 1Q10, arising from financings obtained at the end of 1Q 2010.

 

For a breakdown of financial revenues and expenses, please see Explanatory Note 24 to the Consolidated Quarterly Information.

 

Income tax and Social Contribution tax

 

In 1Q11, Cemig posted expenses on income tax and Social Contribution tax of R$ 250,492, which was 32.25% of the pre-tax profit of R$ 776,643.

 

In 1Q10, Cemig posted expenses on income tax and Social Contribution tax of R$ 300,806, representing 36.65% of the pre-tax profit of R$ 820,872. These effective rates are reconciled with the nominal rates in Note 9 to the Consolidated Quarterly Information.

 

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Table of Contents

 

Appendices

 

Cemig consolidated: Figures I to X (in R$ mn)

 

TABLE I

 

Energy Sales (Consolidated)

 

1Q11

 

1Q10

 

Change%

 

Residential

 

2,832

 

2,350

 

21

 

Industrial

 

6,257

 

5,588

 

12

 

Commercial

 

1,810

 

1,473

 

23

 

Rural

 

537

 

503

 

7

 

Others

 

979

 

826

 

19

 

Subtotal

 

12,415

 

10,740

 

16

 

Own Consumption

 

15

 

11

 

36

 

Supply

 

3,410

 

3,237

 

5

 

Transactions on the CCEE

 

2,129

 

1,520

 

40

 

Sales under the Proinfa program

 

12

 

10

 

 

TOTAL

 

17,981

 

15,518

 

16

 

 

TABLE II

 

Energy Sales

 

1Q11

 

1Q10

 

Change%

 

Residential

 

1,300

 

1,127

 

15

 

Industrial

 

1,007

 

925

 

9

 

Commercial

 

741

 

642

 

15

 

Rural

 

152

 

140

 

9

 

Others

 

298

 

263

 

13

 

Electricity sold to final consumers

 

3,498

 

3,097

 

13

 

Low-Income Consumers Subsidy

 

23

 

33

 

(30

)

Unbilled Supply, Net

 

13

 

(44

)

(130

)

Supply

 

365

 

331

 

10

 

Transactions on the CCEE

 

67

 

45

 

49

 

Sales under the Proinfa program

 

3

 

3

 

 

TOTAL

 

3,969

 

3,465

 

14.5

 

 

TABLE III

 

Operating Revenues

 

1Q11

 

1Q10

 

Change%

 

Sales to end consumers

 

3,534

 

3,086

 

15

 

TUSD

 

524

 

335

 

57

 

Supply + Transactions in the CCEE

 

432

 

377

 

15

 

Revenues from Trans. Network

 

329

 

318

 

4

 

Gas Supply

 

126

 

90

 

41

 

Others

 

89

 

65

 

36

 

Subtotal

 

5,034

 

4,271

 

18

 

Deductions

 

(1,648

)

(1,393

)

18

 

Net Revenues

 

3,387

 

2,878

 

18

 

 

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Table of Contents

 

TABLE IV

 

Sales per Company

 

Cemig Distribution

 

1Q11 Sales

 

GWh

 

Industrial

 

1,227

 

Residencial

 

2,183

 

Rural

 

533

 

Commercial

 

1,324

 

Others

 

766

 

Sub total

 

6,033

 

Wholesale supply

 

189

 

Total

 

6,222

 

 

Independent Generation

 

1Q11 Sales

 

GWh

 

Horizontes

 

25

 

Ipatinga

 

72

 

Sá Carvalho

 

137

 

Barreiro

 

25

 

CEMIG PCH S.A

 

30

 

Rosal

 

67

 

Capim Branco

 

150

 

Cachoeirão

 

20

 

Vendas CCEE (PLD)

 

54

 

TOTAL

 

506

 

 

Cemig GT

 

1Q11 Sales

 

GWh

 

Free Consumers

 

4,695

 

Wholesale supply

 

3,640

 

Wholesale supply others

 

2,333

 

Wholesale supply Cemig Group

 

528

 

Wholesale supply bilateral contracts

 

779

 

Transactions in the CCEE (PLD)

 

1,369

 

Total

 

9,704

 

 

RME (25%)

 

1Q11 Sales

 

GWh

 

Industrial

 

111

 

Residencial

 

648

 

Commercial

 

451

 

Rural

 

4

 

Others

 

229

 

Wholesale supply

 

309

 

Transactions in the CCEE (PLD)

 

517

 

Total

 

2,269

 

 

Cemig Consolidated by Company

 

1Q11 Sales

 

GWh

 

Participação

 

Cemig Distribution

 

6,222

 

35

%

Cemig GT

 

9,704

 

54

%

Wholesale Cemig Group

 

2,269

 

13

%

Wholesale Light Group

 

506

 

3

%

Independent Generation

 

(593

)

 

RME

 

(127

)

 

Total

 

17,981

 

100

%

 

TABLE V

 

Operating Expenses

 

1Q11

 

1Q10

 

Change%

 

Personnel/Administrators/Councillors

 

282

 

295

 

(4

)

Forluz - Post-Retirement Employee Benefits

 

31

 

28

 

11

 

Materials

 

18

 

28

 

(36

)

Contracted Services

 

215

 

178

 

21

 

Purchased Energy

 

1,076

 

718

 

50

 

Royalties

 

38

 

42

 

(10

)

Depreciation and Amortization

 

233

 

214

 

9

 

Operating Provisions

 

41

 

23

 

78

 

Charges for Use of Basic Transmission Network

 

190

 

187

 

2

 

Gas Purchased for Resale

 

62

 

49

 

27

 

Other Expenses

 

69

 

73

 

(5

)

Employee Participation

 

23

 

36

 

(36

)

Cost from Operation

 

49

 

56

 

(13

)

TOTAL

 

2,327

 

1,927

 

21

 

 

33



Table of Contents

 

TABLE VI

 

Financial Result Breakdown

 

1Q11

 

1Q10

 

Change%

 

Financial revenues

 

204

 

236

 

(14

)

Revenue from cash investments

 

85

 

94

 

(10

)

Arrears penalty payments on electricity bills

 

34

 

32

 

6

 

Minas Gerais state government

 

22

 

40

 

(45

)

FX variations

 

6

 

15

 

(60

)

Pasep and Cofins taxes on financial revenues

 

 

(1

)

(100

)

Gains on financial instruments

 

23

 

 

 

Adjustment to present value

 

2

 

10

 

(80

)

Other

 

32

 

46

 

(30

)

Financial expenses

 

(487

)

(365

)

33

 

Costs of loans and financings

 

(303

)

(231

)

31

 

FX variations

 

(7

)

(23

)

(70

)

Monetary updating – loans and financings

 

(51

)

(32

)

59

 

Monetary updating – paid concessions

 

(10

)

(10

)

 

Losses on financial instruments

 

(33

)

(1

)

3,200

 

Charges and monetary updating on Post-employment obligations

 

(32

)

(30

)

7

 

Amortization of goodwill premium /discount on investments

 

(23

)

(13

)

77

 

Other

 

(28

)

(25

)

12

 

Financial revenue (expenses)

 

(283

)

(129

)

119

 

 

TABLE VII

 

Statement of Results

 

1Q11

 

1Q10

 

Change%

 

Net Revenue

 

3,387

 

2,878

 

18

 

Operating Expenses

 

2,327

 

1,927

 

21

 

EBIT

 

1,060

 

951

 

11

 

EBITDA

 

1,292

 

1,165

 

11

 

Financial Result

 

(283

)

(129

)

119

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(251

)

(302

)

(17

)

Net Income

 

526

 

520

 

1

 

 

34



Table of Contents

 

TABLE VIII

 

BALANCE SHEETS (CONSOLIDATED) - ASSETS

 

1Q11

 

2010

 

CURRENT

 

8,782

 

8,086

 

Cash and cash equivalents

 

2,733

 

2,980

 

Securities – cash investments

 

849

 

322

 

Consumers and Traders

 

2,406

 

2,263

 

Concession holders – transport of energy

 

412

 

401

 

Financial assets of the concession

 

786

 

625

 

Taxes offsetable

 

362

 

374

 

Income tax and Social Contribution recoverable

 

587

 

490

 

Inventories

 

43

 

41

 

Other credits

 

604

 

590

 

NON-CURRENT

 

25,527

 

25,470

 

Accounts receivable from Minas Gerais state government

 

1,793

 

1,837

 

Credit Receivables Investment Fund

 

 

 

Deferred income tax and Social Contribution tax

 

1,805

 

1,801

 

Taxes offsetable

 

143

 

140

 

Income tax and Social Contribution recoverable

 

73

 

83

 

Deposits linked to legal actions

 

1,137

 

1,027

 

Consumers and Traders

 

94

 

96

 

Other credits

 

116

 

114

 

Financial assets of the concession

 

7,439

 

7,316

 

Investments

 

23

 

24

 

Fixed assets

 

8,297

 

8,229

 

Intangible

 

4,607

 

4,804

 

TOTAL ASSETS

 

34,309

 

33,556

 

 

35



Table of Contents

 

TABLE IX

 

BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS’ EQUITY

 

1Q11

 

2010

 

CURRENT

 

7,906

 

6,403

 

Suppliers

 

1,105

 

1,121

 

Regulatory charges

 

393

 

384

 

Profit shares

 

32

 

116

 

Taxes, charges and contributions

 

421

 

404

 

Income tax and Social Contribution tax

 

280

 

137

 

Interest on Equity and dividends payable

 

1,153

 

1,154

 

Loans and financings

 

1,664

 

1,574

 

Debentures

 

2,092

 

629

 

Salaries and mandatory charges on payroll

 

203

 

243

 

Post-employment obligations

 

100

 

99

 

Provision for losses on financial instruments

 

79

 

69

 

Other obligations

 

384

 

473

 

NON-CURRENT

 

14,400

 

15,676

 

Regulatory charges

 

173

 

142

 

Loans and financings

 

6,081

 

6,244

 

Debentures

 

3,480

 

4,779

 

Taxes, charges and contributions

 

761

 

693

 

Income tax and Social Contribution tax

 

1,063

 

1,065

 

Provisions

 

405

 

371

 

Concessions payable

 

124

 

118

 

Post-employment obligations

 

2,078

 

2,062

 

Other obligations

 

235

 

201

 

STOCKHOLDERS’ EQUITY

 

12,003

 

11,476

 

Registered capital

 

3,412

 

3,412

 

Capital reserves

 

3,954

 

3,954

 

Profit reserves

 

2,873

 

2,873

 

Adjustments to Stockholders’ equity

 

1,164

 

1,209

 

Accumulated Conversion Adjustment

 

 

1

 

Funds allocated to increase of capital

 

27

 

27

 

Accumulated losses

 

573

 

 

TOTAL LIABILITIES

 

34,309

 

33,556

 

 

36



Table of Contents

 

TABLE X

 

Cash Flow Statement

 

1Q11

 

1Q10

 

Change%

 

Cash at beginning of period

 

2,979

 

4,425

 

(33

)

Cash generated by operations

 

474

 

1,156

 

(59

)

Net profit

 

526

 

520

 

1

 

Depreciation and amortization

 

233

 

214

 

9

 

Suppliers

 

(16

)

72

 

(122

)

Provisions for operational losses

 

34

 

(4

)

(950

)

Other adjustments

 

(303

)

354

 

(186

)

Financing activities

 

(24

)

81

 

(130

)

Financings obtained and capital increase

 

325

 

3,197

 

(90

)

Payments of loans and financings

 

(349

)

(3,112

)

(89

)

Interest on Equity, and dividends

 

 

(4

)

(100

)

Investment activity

 

(696

)

(1,175

)

(41

)

Securities - Financial Investment

 

(528

)

 

 

Fixed and Intangible assets

 

(168

)

(1,175

)

(86

)

Cash at end of period

 

2,733

 

4,487

 

(39

)

 

37



Table of Contents

 

Cemig GT — Tables I to III (R$ mn)

 

TABLE I

 

Operating Revenues

 

1Q11

 

1Q10

 

Change%

 

Sales to end consumers

 

593

 

470

 

26

 

Supply

 

393

 

364

 

8

 

Revenues from Trans. Network + Transactions in the CCEE

 

198

 

190

 

4

 

Others

 

101

 

90

 

12

 

Subtotal

 

1,285

 

1,114

 

15

 

Deductions

 

(271

)

(229

)

18

 

Net Revenues

 

1,014

 

885

 

15

 

 

TABLE II

 

Operating Expenses

 

1Q11

 

1Q10

 

Change%

 

Personnel/Administrators/Councillors

 

75

 

72

 

4

 

Employee Participation

 

5

 

7

 

(29

)

Depreciation and Amortization

 

95

 

95

 

 

Charges for Use of Basic Transmission Network

 

57

 

64

 

(11

)

Contracted Services

 

30

 

35

 

(14

)

Forluz – Post-Retirement Employee Benefits

 

7

 

5

 

40

 

Materials

 

4

 

5

 

(20

)

Royalties

 

35

 

35

 

 

Other Expenses

 

7

 

20

 

(65

)

Purchased Energy

 

138

 

74

 

86

 

Construction Cost

 

10

 

25

 

(60

)

Total

 

463

 

437

 

6

 

 

TABLE III

 

Statement of Results

 

1Q11

 

1Q10

 

Change%

 

Net Revenue

 

1,014

 

885

 

15

 

Operating Expenses

 

463

 

437

 

6

 

EBIT

 

551

 

448

 

23

 

EBITDA

 

645

 

543

 

19

 

Financial Result

 

(179

)

(92

)

95

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(126

)

(123

)

2

 

Net Income

 

246

 

233

 

6

 

 

38



Table of Contents

 

Cemig D - Tables I to IV (R$ mn)

 

TABLE I

 

 

 

CEMIG D Market

 

 

 

 

 

(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD ENERGY(1)

 

T.E.D(2)

 

TUSD PICK(3)

 

1Q09

 

5,448

 

3,269

 

8,717

 

21

 

2Q09

 

5,478

 

3,593

 

9,071

 

21

 

3Q09

 

5,666

 

3,915

 

9,581

 

22

 

4Q09

 

5,740

 

4,304

 

10,044

 

22

 

1Q10

 

5,613

 

4,385

 

9,998

 

23

 

2Q10

 

5,710

 

4,914

 

10,624

 

24

 

3Q10

 

5,841

 

5,047

 

10,888

 

25

 

4Q10

 

5,938

 

4,927

 

10,865

 

25

 

1Q11

 

6,034

 

4,797

 

10,831

 

25

 

 


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

(2)          Total electricity distributed

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

 

TABLE II

 

Operating Revenues

 

1Q11

 

1Q10

 

Change%

 

Sales to end consumers

 

2,274

 

2,301

 

(1

)

TUSD

 

447

 

330

 

35

 

Subtotal

 

2,721

 

2,631

 

3

 

Others

 

76

 

23

 

117

 

Subtotal

 

2,797

 

2,654

 

5

 

Deductions

 

(1,071

)

(1,007

)

6

 

Net Revenues

 

1,726

 

1,647

 

5

 

 

TABLE III

 

Operating Expenses

 

1Q11

 

1Q10

 

Change%

 

Purchased Energy

 

757

 

609

 

24

 

Personnel/Administrators/Councillors

 

189

 

198

 

(4

)

Depreciation and Amortization

 

94

 

93

 

1

 

Charges for Use of Basic Transmission Network

 

155

 

151

 

3

 

Contracted Services

 

145

 

122

 

19

 

Forluz – Post-Retirement Employee Benefits

 

22

 

16

 

37

 

Materials

 

12

 

22

 

(44

)

Operating Provisions

 

19

 

14

 

32

 

Other Expenses

 

20

 

39

 

(49

)

Employee Participation

 

17

 

28

 

(40

)

Total

 

1,432

 

1,292

 

11

 

 

39



Table of Contents

 

TABLE IV

 

Statement of Results

 

1Q11

 

1Q10

 

Change%

 

Net Revenue

 

1,726

 

1,647

 

5

 

Operating Expenses

 

1,432

 

1,292

 

11

 

EBIT

 

294

 

355

 

(17

)

EBITDA

 

389

 

449

 

(13

)

Financial Result

 

(73

)

(49

)

49

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(77

)

(124

)

(38

)

Net Income

 

144

 

182

 

(21

)

 

40



Table of Contents

 

3.               Annual Report of the Fiduciary Agent 2010 — 1st Issue of Non-convertible Debentures, April 2011

 

41



Table of Contents

 

Annual Report of the Fiduciary Agent, 2010
CEMIG Distribuição S.A.
1
st Debenture Issue
April 2011

 

Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda.

 

Annual Report of the Fiduciary Agent

 

2010

 

1st Issue of Non-convertible Debentures

 

CEMIG DISTRIBUIÇÃO S.A.

 

 

April 2011

 

Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda.
Rua Sete de Setembro, 99 24° andar Rio de Janeiro RJ Tel/Fax 21 2507-1949
www.pavarini.com.br email pavarini@pavarini.com.br
<Infotrust>

 

42



Table of Contents

 

Annual Report of the Fiduciary Agent, 2010
CEMIG Distribuição S.A.
1
st Debenture Issue
April 2011

 

Rio de Janeiro, April 29, 2011

 

To the Debenture Holders of

CEMIG Distribuição S.A.

The Brazilian Securities Commission (CVM)

Unibanco S.A.

CBLC

CETIP

 

Dear Sirs,

 

As Fiduciary Agent for the first issue of Debentures by CEMIG Distribuição S.A. we present to you the annual report on that issue, in compliance with CVM Instruction 28 of November 23, 1983 and the Issue Deed.

 

The consideration of the situation of the company was carried out based on the Standardized Financial Statements (DFP), other information supplied by the Issuer, and the internal controls of this Fiduciary Agent.

 

We also advise you that this report is available to debenture holders at the Issuer’s head office, at Pavarini DTVM, and at the CVM.

 

The Web version of this report has been sent to the issuer, and is also available on our website www.pavarini.com.br.

 

Yours,

 

 

Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda.

Fiduciary Agent

 

Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda.
Rua Sete de Setembro, 99 24° andar Rio de Janeiro RJ Tel/Fax 21 2507-1949
www.pavarini.com.br email pavarini@pavarini.com.br
<Infotrust>

 

43



Table of Contents

 

Annual Report of the Fiduciary Agent, 2010
CEMIG Distribuição S.A.
1
st Debenture Issue
April 2011

 

Issuer

 

Formal name

 

CEMIG DISTRIBUIÇÃO S.A.

Head office address

 

Avenida Barbacena 1200, 17° andar, Ala A1, Belo Horizonte, Minas Gerais, Brazil.

Brazilian Corporate Tax Number (CNPJ/MF)

 

06.981.180/0001-16

Investor Relations Director

 

Luiz Fernando Rolla

 

 

Tel 31-3506-4903 Fax 31-3506-4028

 

 

lrolla@cemig.com.br

Activity

 

The objects of the company are to study, plan, project, build and commercially operate systems of distribution and sale of electricity and related services for which concessions are granted to it under any form of law.

Status

 

Operational

Stockholding control

 

The company is of the mixed private / public ownership type.

External auditors

 

KPMG Auditores Independentes

 

Characteristics of the Issue

 

Reporting / mandated bank

 

Banco Itaú S.A.

BovespaFix / SND / ISIN Code

 

CMGD-D11 / CMGD11 / BRCMGDDBS009

Lead Manager

 

Unibanco

Distribution / Start / Closing

 

Public / 01.11.2006 / -

Advertisements

 

Minas Gerais, Valor Econômico National Edition, and O Tempo.

 

 

On December 29, 2010, Standard & Poor’s Ratings Services reaffirmed the corporate credit ratings attributed to Companhia Energética de Minas Gerais (“Cemig”), and to its wholly-owned subsidiaries Cemig Geração e Transmissão S.A. (“Cemig GT”) and Cemig Distribuição S.A. (“Cemig D”) - see list of ratings below. The outlook of the ratings is “stable”.

 

 

 

Ratings reaffirmed

 

 

 

 

 

Companhia Energética de Minas Gerais

 

Rating

 

Global Scale

 

 

 

Foreign currency

BB/Stable/—

 

 

Local currency

BB/Stable/—

 

 

Brazilian national scale

brAA-/Stable/—

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

Foreign currency

BB/Stable/—

 

 

Local currency

BB/Stable/—

 

 

Brazilian national scale

brAA-/Stable/—

 

 

 

 

 

 

Cemig Distribuição S.A.

 

 

 

Foreign currency

BB/Stable/—

 

 

Local currency

BB/Stable/—

 

 

Brazilian national scale

brAA/Stable/—

 

Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda.
Rua Sete de Setembro, 99 24° andar Rio de Janeiro RJ Tel/Fax 21 2507-1949
www.pavarini.com.br email pavarini@pavarini.com.br
<Infotrust>

 

44



Table of Contents

 

 

 

Rio de Janeiro/São Paulo/Chicago, July 28, 2010 - Today Fitch Ratings increased the following ratings of Companhia Energética de Minas Gerais (Cemig) and its subsidiaries Cemig Distribuição S.A. (Cemig D) and Cemig Geração e Transmissão S.A. (Cemig GT):

 

 

 

 

 

Cemig: Long-term rating, Brazilian National Scale - increased to AA(bra), from A+(bra) (“A plus(bra)”);

 

 

 

 

 

Cemig D: Long-term rating, Brazilian National Scale — increased to AA (bra), from A+(bra) (“A plus(bra)”); Brazilian Rating of the 1st issue of debentures, totaling BRL 250.5 million, maturing 2014, raised to AA(bra), from A+(bra) (“A plus (bra)”); Brazilian Rating of the 1st issue of debentures, totaling BRL 250.5 million, maturing 2014, raised to AA(bra), from A+(bra) (“A plus (bra)”);

 

 

 

 

 

Cemig GT: Long-term rating, Brazilian National Scale - increased to AA(bra), from A+(bra); Brazilian Rating of the 1st issue of debentures, totaling BRL 992.9 million, maturing 2011, raised to AA(bra), from A+(bra).

 

 

 

 

 

The Outlook for the corporate ratings is Stable.

 

 

 

 

 

On August 11, 2010 Fitch Ratings issued an analysis report with the following table of ratings:

 

 

 

 

 

Ratings

 

 

 

 

Issue / Class

 

Present Ratings

 

 

Cemig

 

AA(bra)

 

 

Cemig Distribuição

 

AA(bra)

 

 

Cemig Distribuição — 1st issue

 

AA(bra)

 

 

Cemig Distribuição — 2nd issue

 

AA(bra)

 

 

Cemig Geração e Transmissão

 

AA(bra)

 

 

Cemig Geração e Transmissão — 1st issue

 

AA(bra)

 

 

 

 

 

 

Sao Paulo, February 4, 2011 — Moody’s América Latina (Moody’s) gave ratings of Baa3, Global Scale, and Aa1.br, Brazilian National Scale, for CEMIG GERAÇÃO E TRANSMISSÃO S.A. (CEMIG GT) and CEMIG DISTRIBUIÇÃO S.A (CEMIG D). At the same time Moody’s affirmed issuer ratings of Ba1 on the global scale and Aa2.br on the Brazilian Scale for the parent (holding) company Companhia Energética de Minas Gerais (CEMIG). Moody’s changed the outlook for all the ratings to stable. The rating decision affects the following debt issues:

 

 

 

 

 

CEMIG GT:

 

 

· BRL 238.8 million, maturing 2011, guaranteed by CEMIG - Baa3/ Aa1.br

· BRL 1,566 million, maturing 2012, guaranteed by CEMIG - Baa3/ Aa1.br

 

45



Table of Contents

 

 

 

· BRL 1,134 million, maturing 2015, guaranteed by CEMIG - Baa3/Aa1.br CEMIG D:

 

 

· BRL 250.5 million, maturing 2014, guaranteed by CEMIG - Baa3/Aa1.br

Registry with the CVM

 

CVM/SRE/DEB/2006/041, on 26/10/2006

Reports of the Fiduciary Agent

 

April 30

Status of the Issue / Issuer

 

ACTIVE / COMPLIANT

 

 

 

Security

 

Non-convertible debentures

Decision

 

Meeting of the Board of Directors of January 25, 2006, minutes of which were rectified by Meeting of June 29, 2006, and meeting of Board of Directors of CEMIG held on January 25, 2006.

Issue / Series

 

1st. / 1st.

Total amount

 

R$ 250,503,517.80

Nominal value:

 

R$ 10,871.6048

Quantity

 

23,042

Form

 

Book-entry

Convertibility

 

Not convertible

Category

 

Unsecured, with Cemig Guarantee

Issue Date

 

June 1, 2006

Maturity date

 

June 2, 2014

Renegotiation date

 

None.

Subscription and paying-up

 

The subscription price of the Debentures shall be their Nominal Unit Value, plus the Remuneration, calculated pro rata temporis, from the Issue Date up to the date of their actual paying-up. The debentures shall be paid-up at sight, by giving as payment the debentures of Cemig’s 3rd Issue, under the obligatory Exchange, and each Debenture of the Cemig 3rd Issue shall correspond to one Debenture of this Issue.

 

 

On November 1, 2006 all the debentures of CEMIG’s 3rd Issue - CMIG13 were exchanged for debentures of the 1st Issue of CEMIG DISTRIBUIÇÃO S.A.

Amortization

 

Bullet

Remuneration

 

IGP-M inflation index +10.5%%

Dates of payment of the remuneration:

 

Interest shall be paid on the first business days of June, 2007 through 2014, and the nominal value shall be updated upon maturity.

Obligatory Early acquisition

 

In the event of direct or indirect change in the stockholding control of the Issue, or in the stockholding control of Cemig, the Issuer shall be obliged to acquire the Debentures in Circulation, as defined in item 7.2.2 of the Deed, at the option of the related Debenture Holders who do not wish to remain as Debenture Holders of the Issue after the alteration in stockholding control.

 

 

The Debenture Holders must be advised of the purchase

 

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offering through a specific notice published within 15 (fifteen) calendar days after the actual change in stockholding control, with a period of not less than 60 (sixty) calendar days for interested Debenture Holders to state their position, from the date of publication of the notice and in accordance with the procedures described in that notice.

Acquisition of the Debentures by the Issuer must take place on the 30th (thirtieth) calendar day after the last day of the period for Debenture Holders to state their position, for the Nominal Value, plus the Remuneration, as specified in Clause 4.2 of the Deed.

For the purposes of the provisions of this item, the following events shall constitute “change in stockholding control”:

 

 

(i) the event that the present direct controlling stockholder of the Issuer, Cemig, directly or indirectly ceases to hold the equivalent of, at least, 50% plus one share of the total of the shares representing the Issuer’s voting stock; and/or

 

 

(ii) the entity currently controlling the Issuer, the Government of the State of Minas Gerais, directly or indirectly, ceases to hold the equivalent of, at least, 50% (fifty per cent) plus one of the total of the shares representing the voting capital of Cemig; and/or

 

 

(iii) the entity currently controlling the Issuer, the Government of the State of Minas Gerais, directly or indirectly, ceases to hold the equivalent of, at least, 50% (fifty per cent) plus one of the total of the shares representing the voting capital of Cemig;

Quorum for decision in the General Meetings of Debenture Holders

 

In the decisions of the Meeting, each Debenture shall carry one vote, and appointment of persons, whether Debenture Holders or not, as proxies is allowed. Decisions shall be taken by Debenture Holders representing the majority of the securities in circulation; save that changes in the conditions of Remuneration and/or payment of the Debentures, specified in Items 4.2 and 4.5 of the Deed, must be approved by Debenture Holders representing 90% of the Debentures in circulation, subject to the provisions in item 7.2.2 of the Deed. Changes in the provisions for early maturity specified in item 5.2 of the Deed, and release of the Issuer from obligations specified in Clause VI of the Deed, must be approved by Debenture Holders representing, at least, 2/3 (two-thirds) of the Debentures in Circulation.

 

Use of proceeds

 

The Issue has not received any funds from this Issue, since the Debentures were fully paid-up by exchange, with the Debentures of Cemig’s 3rd Issue.

 

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Position of the Debentures

 

Date

 

Issued

 

Redeemed

 

Canceled

 

Treasury

 

In circulation

 

01/06/2006

 

23,042

 

 

 

 

 

31/12/2006

 

23,042

 

 

 

 

23,042

 

31/12/2007

 

23,042

 

 

 

 

23,042

 

31/12/2008

 

23,042

 

 

 

 

23,042

 

31/12/2009

 

23,042

 

 

 

 

23,042

 

31/12/2010

 

23,042

 

 

 

 

23,042

 

 

Guarantee

 

The Debentures will be of the unsecured type, without collateral nor preference. The Debentures of this Issue have the Surety of Cemig in the terms of Clause 4.8 of the Deed, as follows:

 

“4.8.1. The Debentures of this Issue and the obligations assumed by the Issuer under the Issue Deed are guaranteed by a surety given by Companhia Energética de Minas Gerais – Cemig (“the Surety Guarantor”) which gives this guarantee as joint debtor and principal payer of all the obligations arising from the Issue Deed until their final settlement, with express waiver of the benefits provided by Articles 366, 827, 834, 835, 837, 838 and 839 of Law 10406 of January 10, 2002, as amended (“the Civil Code”), and Articles 77 and 595 and of Law 5869 of January 11, 1973, as amended (“the Code of Civil Procedure”) for the obligations assumed in the Issue Deed. Cemig warrants and guarantees that (i) the provisions of this surety have been duly authorized by its respective competent corporate bodies; and (ii) all the authorizations necessary for giving of this surety have been obtained and continue to be in full force and effect.

 

4.8.2. The said Surety is given by CEMIG irrevocably, and shall remain in effect until total compliance, by the Issuer, with all of its obligations specified in this Deed.”

 

Optional early redemption

 

The Debentures of this Issue will not be subject to optional early redemption by the Issuer.

 

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Payments made and programmed

 

R$/debenture

 

Date

 

Event 

 

Installment

 

Value

 

Event

 

Installment

 

Value

 

Status

 

01/06/2007

 

 

 

 

Interest

 

1/8

 

1,181,807095

 

Paid

 

01/06/2008

 

 

 

 

Interest

 

2/8

 

1,306.945488

 

Paid

 

01/06/2009

 

 

 

 

Interest

 

3/8

 

1,383.228225

 

Paid

 

01/06/2010

 

 

 

 

Interest

 

4/8

 

1.429.053463

 

Paid

 

01/06/2011

 

 

 

 

Interest

 

5/8

 

 

 

01/06/2012

 

 

 

 

Interest

 

6/8

 

 

 

01/06/2013

 

 

 

 

Interest

 

7/8

 

 

 

 

 

 

 

 

 

10,871.6048 +

 

 

 

 

 

 

 

 

 

02/06/2014

 

Amort.

 

1/1

 

 Monetary

 

Interest

 

8/8

 

 

 

 

 

 

 

 

 

Updating

 

 

 

 

 

 

 

 

 

 

Meeting of Debenture Holders

 

No meetings of the debenture holders of the First Issue were held in 2010.

 

Notices to debenture holders

 

Valor Econômico newspaper, May 25, 2010

 

PAVARINI

FIDUCIARY AGENT

 

NOTICE TO INVESTORS

 

We hereby give notice that the Annual Reports of the Fiduciary Agent for the Debenture issues listed below, for the 1999 Business Year, are available at our head office, and at the locations indicated in Article 12, Sub-Item XVIII of CVM Instruction 28/83, and on our website www.pavarini.com.br.

 

EMISSORA

 

SERIES / ISSUE

ALUPAR INVESTIMENTOS S.A.

 

1st and 2nd / SECOND

BNDES PARTICIPAÇÕES S.A. - BNDESPAR

 

THIRD

BR MALLS PARTICIPAÇÕES

 

FIRST

BRASIL TELECOM S.A.

 

FIFTH

CEMIG DISTRIBUIÇÃO S.A.

 

FIRST

COMPANHIA ENERGÉTICA DO CEARÁ - COELCE

 

1st and 2nd / SECOND

CIA ENERGĔTICA DO RIO GRANDE DO NORTE-COSERN

 

FOURTH

ECORODOVIAS CONCESSÕES E SERVIÇOS S.A.

 

1st, 2nd and 3rd / FIRST

ESPIRITO SANTO CENTRAIS .ELETRICAS S.A.-ESCELSA

 

FIRST

LOCALIZA RENT A CAR S.A.

 

SECOND

REAL LEASING S.A. ARRENDAMENTO MERCANTIL

 

FOURTH

REDE ENERGIA S.A.

 

SOLE / FOURTH

TERMOPERNAMBUCO S.A.

 

SECOND

TRACTEBEL ENERGIA S.A.

 

SECOND

 

Rio de Janeiro, May 25, 2010

 

PAVARINI DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA.
Rua Sete de Setembro, 99 / 24° andar, Rio de Janeiro, RJ, 20050-005
Tel/Fax 21-2507-1949 pavarini@pavarini.com.br

 

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Legal and Corporate Events

 

At its 96th meeting, held on January 28, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

1. Contracting of services of legal advisors with renowned specialization in court and administrative proceedings.

2. Contracting of operational risk insurance.

 

At its 100th meeting, held on February 23, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

1. Contracting of user attendance services for canteens, office coffee service, meetings and sales, and supply of meals, snacks and coffees.

2. Contracting of services for printing of electricity bills and other documents.

 

At its 101th meeting, held on March 03, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

Delegation of powers for signing of documents in the Chief Trading Officer’s Department.

 

At its 102th meeting, held on March 16, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

1. Technical feasibility study for the purposes of posting of tax credits in accounting records.

2. Signing of amendments to the Electricity Distribution Concession Contracts.

 

At its 103th meeting, held on March 23, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

1. Report of Management and Financial Statements for the year 2009.

2. Proposal for allocation of the net profit for 2009, in the amount of R$ 338,226,000.

3. Calling of the Ordinary Annual General Meeting to be held on April 29, 2010.

4. Contracting of consumption meter reading services.

5. Signing of amendments to a contract for use of a corporate credit card.

6. Signing of amendments to a contract for vehicle rental services.

 

At its 104th meeting, held on April 15, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:

 

1. Annual Social and Environmental Responsibility Report of Cemig D for the business year 2009.

2. Signing of working agreements: the Cities of the Future Project.

3. Signing of an amendment to a contract with SAP Brasil Ltda.

4. Declaration of Interest on Equity.

5. Decision in favor of the Executive Board, periodically, declaring Interest on Equity.

 

ORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON APRIL 29, 2010

 

CEMIG DISTRIBUIÇÃO S.A.
LISTED COMPANY
CNPJ 06.981.180/0001-16 — NIRE 31300020568

 

MINUTES
OF THE
ORDINARY GENERAL MEETING OF STOCKHOLDERS
HELD ON APRIL 29, 2010

 

At 4 p.m. on April 29, 2010, the stockholder Companhia Energética de Minas Gerais – Cemig, holder of all the shares in the Company, attended the Company’s Ordinary General Meeting, on first convocation, at the Company’s head office, at Av. Barbacena 1200, 17th Floor, A1 Wing, Belo Horizonte, Minas Gerais, Brazil, represented by counsel Manoel Bernardino Soares, as verified in the Stockholders’ Attendance Book. Also present were: the Member of the Audit Board Mr. Aristóteles Luiz Menezes Vasconcellos Drummond; KPMG Auditores Independentes, represented by Mr. Marco Túlio Fernandes Ferreira, CRC-MG 058176/0-O; and the Chief Officer Mr. Arlindo Porto Neto.

 

Initially and in accordance with Clause 6 of the Bylaws, the representatives of the stockholder Cemig proposed the name of the Deputy CEO, Arlindo Porto Neto, to chair the meeting. The proposal of the representative of the Stockholder Companhia Energética de Minas Gerais – Cemig was put to the vote, and approved.

 

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The Chairman then declared the Meeting opened and invited me, Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, to be Secretary of the Meeting, requesting me to proceed to reading of the convocation notice, published in the newspapers Minas Gerais, official publication of the Powers of the State, on March 31 and April 1 and 6, O Tempo, on March 31 and April 1 and 5, and Valor Econômico on March 31 and April 5 and 6, of this year, the content of which is as follows:

 

“ CEMIG DISTRIBUIÇÃO S.A.
LISTED COMPANY
CNPJ 06.981.180/0001-16 - NIRE 31300020568

The stockholder Companhia Energética de Minas Gerais – Cemig is hereby called to the Ordinary General Meeting of Stockholders, to be held on April 29, 2010 at 4 p.m. at Av. Barbacena 1200, 17th floor, A1 Wing, in the city of Belo Horizonte, Minas Gerais, to decide on the following matters:

 

1                  Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents.

2                  Allocation of the net profit for the year 2009, in the amount of R$ 338,226,000, in accordance with Article 192 of Law 6404, of December 15, 1976, as amended.

3                  Decision on the form and date of payment of the Interest on Equity and the complementary dividends, in the amount of R$ 169,113,000.

4                  Election of the sitting and substitute members of the Audit Board.

5                  Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

 

Belo Horizonte, March 23, 2010.
Sérgio Alair Barroso
Chairman of the Board of Directors ”

 

In accordance with Item 1 of the agenda the Chairman then placed in debate the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents, explaining that they have been widely disclosed in the press, since they were placed at the disposal of stockholders by a notice published in the newspapers Minas Gerais, the official journal of the Powers of the State, on March 26, 27 and 30; O Tempo, on March 26, 27 and 29, and Valor Econômico, on March 26, 29 and 30 this year, and published in the same newspapers on April 20 of this year.

 

The Chairman then put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents, and they were approved.

 

Continuing the proceedings, the Chairman requested the Secretary to read the Proposal by the Board of Directors, which deals with items 2 to 3, and of the convocation, and also the Opinion of the Audit Board thereon, the contents of which documents are as follows:

 

“ PROPOSAL
BY THE BOARD OF DIRECTORS
TO THE
ORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON

APRIL 29, 2010

 

To the Stockholder Companhia Energética de Minas Gerais – Cemig:

 

The Board of Directors of Cemig Distribuição S.A., in accordance with Article 192 of Law 6404 of December 15, 1976 as amended, and Clauses 20 to 24 of the Bylaws, and having regard to the financial statements for 2009, presenting net profit of R$ 338,226,000, hereby propose to you that the net profit for 2009, in the amount indicated, should be allocated as follows:

 

1)              R$ 16,911,000, being 5% of the net profit, should be allocated to the Legal Reserve, in accordance with sub-clause “a” of the Sole sub-paragraph of Clause 21 of the Bylaws.

2)              R$ 169,113,000 should be allocated to payment of dividends, as follows:

 

a)              R$ 151,653,000 in the form of Interest on Equity, by the following decisions:

R$ 76,202,000, under CRCA 035/2009, of June 26, 2009;

R$ 37,451,000, under CRD 406/2009, of September 30, 2009; and

R$ 38,000,000, under CRD 511/2009, of December 10, 2009: and,

b)             R$ 17,460,000 in the form of complementary dividends;

 

3)              R$ 152,202,000 should be allocated to the Profit Retention Reserves account, for use in investments specified in the Cash Budget for 2010, approved by the meeting of the Board of Directors held on December 23, 2009, in CRCA 072/2009;

 

· the payments of dividends to be made in two equal installments, by June 30 and December 30, 2010, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

 

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Appendix 1 gives a summary of the Cash Budget of Cemig Distribuição S.A. for 2010, approved by the Board of Directors, characterizing the inflow of funds and disbursements for compliance with the allocations of the profit for the year.

 

Appendix 2 summarizes the calculation of the dividends proposed by the Management, in accordance with the Bylaws.

 

As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, for which reason it is the hope of the Board of Directors that you, the stockholders, will approve it.

 

Belo Horizonte, March 23, 2010.

Sergio Alair Barroso – Chairman,
Djalma Bastos de Morais – Vice-Chairman,
Adriano Magalhães Chaves – Member,
André Araújo Filho – Member,
Antônio Adriano Silva – Member,
Arcângelo Eustáquio Torres Queiroz –
Member,

Evandro Veiga Negrão de Lima – Member,
Fernando Henrique Schüffner Neto – Member,

Francelino Pereira dos Santos – Member,
Guy Maria Villela Paschoal – Member,
João Camilo Penna – Member,
Roberto Pinto Ferreira Mameri Abdenur – Member.”

 

APPENDIX I

 

TO THE
PROPOSAL FOR ALLOCATION OF THE PROFIT FOR THE BUSINESS YEAR 2009
MADE BY THE BOARD OF DIRECTORS TO THE
ORDINARY GENERAL MEETING OF STOCKHOLDERS
TO BE HELD BY APRIL 30, 2010

 

CEMIG DISTRIBUIÇÃO S.A.
CASH BUDGET FOR 2010
AMOUNTS IN CURRENT R$ ‘000

 

Item

 

Total 2010 (*)

 

AV %