Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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

 

For the month of October 2012

 

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.

 

Second Quarter 2012 Results

 

 

 

2.

 

Summary of Minutes of the 543rd Meeting of the Board of Directors, August 22, 2012

 

 

 

3.

 

Summary of Principal Decisions of the 545th Meeting of the Board of Directors, September 11, 2012

 

 

 

4.

 

Extract of the Minutes of the 545th Meeting of the Board of Directors, September 11, 2012

 

 

 

5.

 

Market Announcement: Impact of changes affecting renewals of concessions, September 12, 2012

 

 

 

6.

 

Market Announcement: Comment on media reports of Cemig’s interest in acquisition of assets of Grupo Rede, October 4, 2012

 

2



Table of Contents

 

SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

 

Date: October 10, 2012

 

3



Table of Contents

 

1. Second Quarter 2012 Results

 

4



Table of Contents

 

 

SUMMARY

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

6

CONSOLIDATED INCOME STATEMENT

8

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

10

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

10

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

11

STATEMENT OF CASH FLOWS

12

STATEMENTS OF ADDED VALUE

14

NOTES TO THE FINANCIAL STATEMENTS

15

1.

OPERATIONS

15

2.

BASIS OF PREPARATION

15

3.

PRINCIPLES OF CONSOLIDATION

19

4.

CASH AND CASH EQUIVALENTS

21

5.

MARKETABLE SECURITIES

21

6.

ACCOUNTS RECEIVABLE FROM CONSUMERS AND TRADERS

22

7.

RECOVERABLE TAXES

22

8.

INCOME TAX AND SOCIAL CONTRIBUTION

22

9.

ESCROW DEPOSITS

24

10.              ACCOUNTS RECEIVABLE FROM THE MINAS GERAIS STATE GOVERNMENT AND CRC ACCOUNT SECURITIZATION FUND

24

11.

FINANCIAL ASSETS OF THE CONCESSION

25

12.

INVESTMENTS

26

13.

PROPERTY, PLANT AND EQUIPMENT

29

14.

INTANGIBLE ASSETS

30

15.

SUPPLIERS

31

16.

TAXES PAYABLES

31

17.

LOANS, FINANCING AND DEBENTURES

33

18.

REGULATORY CHARGES

36

19.

EMPLOYEE POST-RETIREMENT BENEFITS

37

20.

PROVISIONS

37

21.

SHAREHOLDERS´EQUITY

46

22.

REVENUE

47

23.

OPERATING COSTS AND EXPENSES

49

24.

NET FINANCIAL INCOME (EXPENSES)

51

25.

RELATED PARTY TRANSACTIONS

52

26.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

53

27.

MEASUREMENT AT FAIR VALUE

64

28.

STATEMENT OF ADDED VALUE

66

29.

RENEWAL OF THE CONCESSION TRANSMISSION — APPLICATION

66

30.

SUBSEQUENT EVENTS

66

31.

STATEMENT SEGREGATED BY COMPANY

70

32.

FINANCIAL INFORMATION BY OPERATIONAL SEGMENT

72

ECONOMIC AND FINANCIAL PERFORMANCE — CONSOLIDATED

75

 

 

INDEPENDENT AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS

99

 

5



Table of Contents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT JUNE 30, 2012 AND DECEMBER 31, 2011

 

ASSETS

(THOUSANDS OF R$)

 

 

 

 

 

Consolidated

 

Parent Company

 

 

 

Note

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

2,335,270

 

2,862,490

 

142,982

 

226,695

 

Short-term investments

 

5

 

856,396

 

358,987

 

133,811

 

180,000

 

Consumers and traders

 

6

 

2,544,072

 

2,549,546

 

 

 

Concession holders - transport of energy

 

 

 

464,669

 

427,060

 

 

 

Financial assets of the concession

 

11

 

919,199

 

1,120,035

 

 

 

Recoverable taxes

 

7

 

368,972

 

354,126

 

73,319

 

72,570

 

Income tax and social contribution recoverable

 

8a

 

177,218

 

220,760

 

 

 

Traders — free energy transactions

 

 

 

20,755

 

22,080

 

 

 

Dividends receivable

 

 

 

 

 

664,962

 

195,196

 

Restricted cash

 

 

 

52,238

 

3,386

 

99

 

99

 

Inventories

 

 

 

67,253

 

54,430

 

784

 

15

 

Provision for Gain on financial instruments

 

26

 

17,763

 

 

 

 

Other credits

 

 

 

742,088

 

558,749

 

10,554

 

8,702

 

TOTAL CURRENT ASSETS

 

 

 

8,565,893

 

8,531,649

 

1,026,511

 

683,277

 

 

 

 

 

 

 

 

 

 

 

 

 

NON- CURRENT

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

5

 

164,099

 

 

15,674

 

 

Account receivable from the State of Minas Gerais Government

 

10

 

1,819,052

 

1,830,075

 

 

 

Credit Receivables Investment Fund

 

10

 

 

 

1,053,378

 

1,010,078

 

Concession holders - transport of energy

 

 

 

11,186

 

 

 

 

Deferred income tax and social contribution

 

8b

 

1,361,438

 

2,036,087

 

420,842

 

424,449

 

Recoverable taxes

 

7

 

363,554

 

327,948

 

4,757

 

4,334

 

Income tax and social contribution recoverable

 

8a

 

39,681

 

23,605

 

29,175

 

19,548

 

Escrow deposits

 

9

 

1,433,493

 

1,387,711

 

295,714

 

275,721

 

Consumers and traders

 

6

 

156,898

 

158,770

 

 

 

Other credits

 

 

 

163,909

 

184,367

 

15,817

 

50,695

 

Financial assets of the concession

 

11

 

9,823,494

 

8,777,822

 

 

 

Investments

 

12

 

195,180

 

176,740

 

12,183,752

 

11,994,523

 

Property, plant and equipment

 

13

 

8,703,735

 

8,661,791

 

1,606

 

1,723

 

Intangible assets

 

14

 

4,755,311

 

5,261,181

 

573

 

657

 

TOTAL, NON-CURRENT

 

 

 

28,991,030

 

28,826,097

 

14,021,288

 

13,781,728

 

TOTAL ASSETS

 

 

 

37,556,923

 

37,357,746

 

15,047,799

 

14,465,005

 

 

The condensed notes are an integral part of these financial statements.

 

6



Table of Contents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT JUNE 30, 2012 AND DECEMBER 31, 2011

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

(THOUSANDS OF R$)

 

 

 

 

 

Consolidated

 

Parent Company

 

 

 

Nota

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

31/12/2011

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

15

 

1,282,021

 

1,189,848

 

7,317

 

12,059

 

Regulatory charges

 

18

 

390,382

 

368,229

 

 

 

Employee profit sharing

 

 

 

118,389

 

89,512

 

13,213

 

9,357

 

Taxes payable

 

16a

 

525,385

 

516,553

 

21,789

 

35,740

 

Income tax and social contribution payable

 

16b

 

214,378

 

129,384

 

 

 

Interest on capital and dividends payable

 

 

 

674,897

 

1,243,086

 

681,439

 

1,243,086

 

Loans and financings

 

17

 

5,957,633

 

4,382,069

 

1,063,100

 

1,011,830

 

Debentures

 

17

 

3,112,232

 

3,438,991

 

 

 

Payroll and related charges

 

 

 

240,612

 

271,891

 

10,029

 

12,987

 

Employee post-retirement benefits

 

19

 

97,078

 

100,591

 

2,990

 

3,706

 

Provision for losses on financial instruments

 

 

 

 

25,143

 

 

 

Related parties

 

 

 

7

 

 

4,924

 

8,646

 

Concessions payable

 

 

 

16,386

 

7,990

 

 

 

Other obligations

 

 

 

374,598

 

406,059

 

13,541

 

15,137

 

TOTAL CURRENT LIABILITIES

 

 

 

13,003,998

 

12,169,346

 

1,818,342

 

2,352,548

 

 

 

 

 

 

 

 

 

 

 

 

 

NON- CURRENT

 

 

 

 

 

 

 

 

 

 

 

Regulatory charges

 

18

 

227,103

 

262,202

 

 

 

Loans and financings

 

17

 

4,412,238

 

5,358,450

 

 

18,397

 

Debentures

 

17

 

2,560,410

 

2,599,559

 

 

 

Taxes payable

 

16

 

906,584

 

897,087

 

 

 

Deferred Income tax and social contribution

 

8b

 

406,590

 

1,234,024

 

 

 

Provisions

 

20

 

553,454

 

549,439

 

167,560

 

185,952

 

Concessions payable

 

 

 

152,644

 

129,696

 

 

 

Employee post-retirement benefits

 

19

 

2,204,519

 

2,186,568

 

99,416

 

96,245

 

Other obligations

 

 

 

231,499

 

226,427

 

64,597

 

66,915

 

TOTAL, NON-CURRENT LIABILITIES

 

 

 

11,655,041

 

13,443,452

 

331,573

 

367,509

 

 

 

 

 

24,659,039

 

25,612,798

 

2,149,915

 

2,720,057

 

SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

 

21

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

4,265,091

 

3,412,073

 

4,265,091

 

3,412,073

 

Capital reserves

 

 

 

3,953,850

 

3,953,850

 

3,953,850

 

3,953,850

 

Profit reserves

 

 

 

2,353,537

 

3,292,871

 

2,353,537

 

3,292,871

 

Accumulated other comprehensive income

 

 

 

987,419

 

1,080,800

 

987,419

 

1,080,800

 

Accumulated foreign currency translation adjustment

 

 

 

9,594

 

5,354

 

9,594

 

5,354

 

Retained earnings

 

 

 

1,328,393

 

 

1,328,393

 

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

 

12,897,884

 

11,744,948

 

12,897,884

 

11,744,948

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

37,556,923

 

37,357,746

 

15,047,799

 

14,465,005

 

 

The condensed notes are an integral part of these financial statements.

 

7



Table of Contents

 

CONSOLIDATED INCOME STATEMENT

 

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$, EXCEPT EARNINGS PER SHARE)

 

 

 

 

 

Consolidated

 

Parent Company

 

 

 

Note

 

06/30/2012

 

06/30/2011
Reclassified

 

06/30/2012

 

06/30/2011
Reclassified

 

REVENUES

 

22

 

8,562,335

 

7,394,322

 

161

 

183

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS

 

23

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

Electricity purchased for resale

 

 

 

(2,531,579

)

(2,092,104

)

 

 

Charges for the use of the basic transmission grid

 

 

 

(485,189

)

(382,250

)

 

 

Gas purchased for resale

 

 

 

(217,878

)

(142,831

)

 

 

 

 

 

 

(3,234,646

)

(2,617,185

)

 

 

COST

 

 

 

 

 

 

 

 

 

 

 

Personnel and management

 

 

 

(462,902

)

(467,204

)

 

 

Materials

 

 

 

(24,618

)

(34,962

)

 

 

Outsourced services

 

 

 

(341,073

)

(347,268

)

 

 

Depreciation and amortization

 

 

 

(455,093

)

(410,107

)

 

 

Operating provisions

 

 

 

(23,845

)

(38,865

)

 

 

Royalties for usage of water resources

 

 

 

(95,535

)

(74,349

)

 

 

Cost of Construction of Infrastructure

 

 

 

(697,843

)

(695,438

)

 

 

Other

 

 

 

(48,079

)

(40,587

)

 

 

 

 

 

 

(2,148,988

)

(2,108,780

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(5,383,634

)

(4,725,965

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

3,178,701

 

2,668,357

 

161

 

183

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

23

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(77,269

)

(76,658

)

 

 

General and administrative expenses

 

 

 

(474,314

)

(383,484

)

(28,045

)

(33,945

)

Other operating expenses

 

 

 

(235,829

)

(155,343

)

(13,979

)

(5,805

)

 

 

 

 

(787,412

)

(615,485

)

(42,024

)

(39,750

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit before finance expenses and income taxes

 

 

 

2,391,289

 

2,052,872

 

(41,863

)

(39,567

)

Equity gain (loss) on subsidiaries

 

12

 

(1,458

)

 

1,263,711

 

1,069,753

 

Financial revenues

 

24

 

444,770

 

442,439

 

72,845

 

45,900

 

Financial expenses

 

24

 

(1,009,482

)

(936,462

)

(58,967

)

(29,042

)

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax

 

 

 

1,825,119

 

1,558,849

 

1,235,726

 

1,047,044

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and social contribution

 

8c

 

(759,275

)

(543,253

)

 

123

 

Deferred income tax and social contribution

 

8c

 

169,776

 

33,612

 

(106

)

2,041

 

PROFIT FOR THE YEAR

 

 

 

1,235,620

 

1,049,208

 

1,235,620

 

1,049,208

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per preferred and common share

 

 

 

1.67

 

1.54

 

1.67

 

1.54

 

Diluted earnings per preferred and common share

 

 

 

1.67

 

1.54

 

1.67

 

1.54

 

 

The condensed notes are an integral part of these financial statements.

 

8



Table of Contents

 

CONSOLIDATED INCOME STATEMENT

 

FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$, EXCEPT EARNINGS PER SHARE)

 

 

 

 

 

Consolidated

 

Parent Company

 

 

 

Note

 

April to June
2012

 

April to June
2011

Reclassified

 

April to June
2012

 

April to June
Reclassified

 

REVENUES

 

 

 

4,413,940

 

3,804,769

 

81

 

80

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

Electricity purchased for resale

 

 

 

(1,384,490

)

(1,016,344

)

 

 

Charges for the use of the basic transmission grid

 

 

 

(243,731

)

(192,636

)

 

 

Gas purchased for resale

 

 

 

(117,434

)

(80,465

)

 

 

 

 

 

 

(1,745,655

)

(1,289,445

)

 

 

 

 

COST

 

 

 

 

 

 

 

 

 

 

 

Personnel and management

 

 

 

(223,539

)

(276,722

)

 

 

Materials

 

 

 

(14,494

)

(29,000

)

 

 

Outsourced services

 

 

 

(170,390

)

(224,202

)

 

 

Depreciation and amortization

 

 

 

(236,625

)

(187,490

)

 

 

Operating provisions

 

 

 

18,065

 

(7,813

)

 

 

Royalties for usage of water resources

 

 

 

(46,243

)

(36,356

)

 

 

Cost of Construction of Infrastructure

 

 

 

(422,323

)

(427,253

)

 

 

Other

 

 

 

(16,600

)

(39,772

)

 

 

 

 

 

 

(1,112,149

)

(1,228,608

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(2,857,804

)

(2,518,053

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

1,556,136

 

1,286,716

 

81

 

80

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(28,330

)

(66,642

)

 

 

General and administrative expenses

 

 

 

(218,818

)

(147,317

)

(984

)

(14,239

)

Other operating expenses

 

 

 

(121,032

)

(56,319

)

(7,252

)

3,890

 

 

 

 

 

(368,180

)

(270,278

)

(8,236

)

(10,349

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit before finance expenses and income taxes

 

 

 

1,187,956

 

1,016,438

 

(8,155

)

(10,269

)

Equity gain (loss) on subsidiaries

 

 

 

(656

)

 

614,527

 

527,427

 

Financial revenues

 

 

 

223,164

 

262,581

 

30,124

 

21,736

 

Financial expenses

 

 

 

(525,796

)

(496,813

)

(27,696

)

(15,138

)

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax

 

 

 

884,668

 

782,206

 

608,800

 

523,756

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax and social contribution

 

 

 

(375,486

)

(312,162

)

 

123

 

Deferred income tax and social contribution

 

 

 

95,050

 

53,013

 

(4,568

)

(822

)

PROFIT FOR THE YEAR

 

 

 

604,232

 

523,057

 

604,232

 

523,057

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

 

 

0.82

 

0.77

 

0.82

 

0.77

 

Basic and diluted profit per common share

 

 

 

0.82

 

0.77

 

0.82

 

0.77

 

 

The condensed notes are an integral part of these financial statements.

 

9



Table of Contents

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$)

 

 

 

06/30/2012

 

06/30/2011

 

PROFIT FOR THE YEAR

 

1,235,620

 

1,049,208

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

Foreign currency translation differences for foreign operations

 

4,240

 

(1,025

)

 

 

 

 

 

 

Cash flow hedge instruments

 

(921

)

(277

)

Deferred income tax and social contribution

 

313

 

94

 

 

 

(608

)

(183

)

 

 

 

 

 

 

COMPREHENSIVE INCOME FOR THE YEAR

 

1,239,252

 

1,048,000

 

 

The condensed notes are an integral part of these financial statements.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$)

 

 

 

April to June
2012

 

April to June
2011

 

PROFIT FOR THE YEAR

 

604,232

 

523,057

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

Foreign currency translation differences for foreign operations

 

6,251

 

(996

)

 

 

 

 

 

 

Cash flow hedge instruments

 

(766

)

(1,568

)

Deferred income tax and social contribution

 

260

 

533

 

 

 

(506

)

(1,035

)

 

 

 

 

 

 

COMPREHENSIVE INCOME FOR THE YEAR

 

609,977

 

521,026

 

 

The condensed notes are an integral part of these financial statements.

 

10



Table of Contents

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

(THOUSANDS OF R$)

 

 

 

Share capital

 

Capital
reserves

 

Profit
reserves

 

Equity
Valuation
Adjustment

 

Accumulated
foreign
currency
translation
adjustment

 

Accumulated
losses

 

Funds
allocated for
capital
increase

 

Total
shareholders’
equity

 

BALANCE AT DECEMBER 31, 2010

 

3,412,073

 

3,953,850

 

2,873,253

 

1,210,605

 

(772

)

 

27,124

 

11,476,133

 

Profit for the year

 

 

 

 

 

 

1,049,208

 

 

1,049,208

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction differences

 

 

 

 

 

(1,025

)

 

 

 

(1,025

)

Cash flow hedge instruments

 

 

 

 

 

 

(183

)

 

 

 

(183

)

Total comprehensive income for the period

 

 

 

 

(183

)

(1,025

)

1,049,208

 

 

1,048,000

 

Proposed additional dividends of 2010 paid in 2011 (R$1.32 per share)

 

 

 

(67,086

)

 

 

 

 

(67,086

)

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revaluation of property, plant and equipment

 

 

 

 

(86,680

)

 

86,680

 

 

 

BALANCE AT JUNE 30, 2011

 

3,412,073

 

3,953,850

 

2,806,167

 

1,123,742

 

(1,797

)

1,135,888

 

27,124

 

12,457,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2011

 

3,412,073

 

3,953,850

 

3,292,871

 

1,080,800

 

5,354

 

 

 

11,744,948

 

Profit for the year

 

 

 

 

 

 

1,235,620

 

 

1,235,620

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction differences

 

 

 

 

 

4,240

 

 

 

4,240

 

Cash flow hedge instruments

 

 

 

 

(608

)

 

 

 

(608

)

Total comprehensive income for the period

 

 

 

 

(608

)

4,240

 

1,235,620

 

 

1,239,252

 

Capital increase (note 21)

 

853,018

 

 

(853,018

)

 

 

 

 

 

Proposed additional dividends of 2011(R$$ 0.13 per share)

 

 

 

(86,316

)

 

 

 

 

(86,316

)

Realization of reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revaluation of property, plant and equipment

 

 

 

 

(92,773

)

 

92,773

 

 

 

BALANCE AT JUNE 30, 2012

 

4,265,091

 

3,953,850

 

2,353,537

 

987,419

 

9,594

 

1,328,393

 

 

12,897,884

 

 

The condensed notes are an integral part of these financial statements.

 

11


 


Table of Contents

 

STATEMENT OF CASH FLOWS

 

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$)

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

PROFIT FOR THE YEAR

 

1,235,620

 

1,049,208

 

1,235,620

 

1,049,208

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

482,715

 

476,130

 

185

 

176

 

Loss on disposal of property, plant and equipment and intangible assets

 

62,910

 

12,440

 

43

 

97

 

Equity gain (loss) on subsidiaries

 

1,458

 

 

(1,263,711

)

(1,069,753

)

Interest and monetary variation

 

372,598

 

731,172

 

7,284

 

(6,149

)

Income tax and social contribution

 

589,499

 

509,641

 

106

 

(2,164

)

Operating provisions

 

81,284

 

130,532

 

(18,392

)

1,171

 

Employee post-retirement benefits

 

136,931

 

145,172

 

7,395

 

7,309

 

Other

 

 

(13,944

)

 

(26,184

)

 

 

2,963,015

 

3,040,351

 

(31,470

)

(46,289

)

(Increase) / decrease in assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(69,923

)

(82,998

)

 

 

Accounts receivable from the Minas Gerais State Government

 

96,329

 

86,616

 

 

 

Income tax and social contribution recoverable

 

27,466

 

163,720

 

(6,126

)

 

Recoverable taxes

 

(50,452

)

318

 

(1,172

)

5,465

 

Concession holders – transport of energy

 

(48,795

)

(12,292

)

 

 

Escrow deposits

 

(45,782

)

(198,318

)

(19,993

)

(9,005

)

Dividends received from subsidiaries

 

 

 

609,318

 

789,224

 

Financial assets

 

457,211

 

(47,139

)

 

 

Other

 

(240,994

)

(61,373

)

32,257

 

(20,537

)

 

 

125,060

 

(151,466

)

614,284

 

765,147

 

Increase (decrease) in liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

92,173

 

(68,282

)

(4,742

)

(201

)

Taxes payable

 

35,319

 

73,476

 

(13,951

)

(11,401

)

Income tax and social contribution payable

 

(674,281

)

(464,054

)

 

123

 

Payroll and related charges

 

(31,279

)

(4,960

)

(2,958

)

(3,362

)

Regulatory charges

 

(12,946

)

15,036

 

 

 

Loans, financings and debentures

 

(641,008

)

(459,068

)

686

 

(6,807

)

Employee post-retirement benefits

 

(122,493

)

(92,372

)

(4,940

)

(4,899

)

Other

 

12,329

 

(117,300

)

(148

)

(74,105

)

 

 

(1,342,186

)

(1,117,524

)

(26,053

)

(100,652

)

 

 

 

 

 

 

 

 

 

 

NET CASH FROM OPERATING ACTIVITIES

 

1,745,889

 

1,771,361

 

556,761

 

618,206

 

 

12



Table of Contents

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

In short-term investments

 

(661,508

)

(393,557

)

30,515

 

55

 

In financial assets of the concession

 

(60,028

)

(35,994

)

 

 

In investments

 

(19,898

)

 

(4,602

)

(236,854

)

In property, plant and equipment

 

(292,154

)

(379,255

)

(27

)

 

In intangible assets

 

(684,888

)

(671,902

)

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

(1,718,476

)

(1,480,708

)

25,886

 

(236,799

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS OF FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Loans, financings and debentures obtained

 

3,163,081

 

1,031,476

 

 

 

Repayment of loans, financings and debentures

 

(3,063,209

)

(730,427

)

(18,397

)

(18,397

)

Interest on capital and dividends paid

 

(654,505

)

(534,287

)

(647,963

)

(530,540

)

NET CASH FROM (USED IN) FINANCING ACTIVITIES

 

(554,633

)

(233,238

)

(666,360

)

(548,937

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(527,220

)

57,415

 

(83,713

)

(167,530

)

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

 

 

Beginning of the year

 

2,862,490

 

2,979,693

 

226,695

 

302,741

 

End of the year

 

2,335,270

 

3,037,108

 

142,982

 

135,211

 

 

 

(527,220

)

57,415

 

(83,713

)

(167,530

)

 

 

 

 

 

 

 

 

 

 

PAYMENTS MADE IN THE PERIOD

 

 

 

 

 

 

 

 

 

Interest on loans, financings and debentures

 

661,361

 

575,444

 

4,784

 

6,807

 

Income tax and social contribution

 

523,579

 

367,617

 

10,800

 

16,653

 

 

The condensed notes are an integral part of these financial statements.

 

13



Table of Contents

 

STATEMENTS OF ADDED VALUE

 

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

 

(THOUSANDS OF R$)

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

 

 

06/30/2012
Reclassified

 

 

 

06/30/2012

 

 

 

06/30/2012
Reclassified

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of electricity, gas and services

 

11,670,092

 

 

 

10,045,271

 

 

 

161

 

 

 

183

 

 

 

Construction revenue of Distribution

 

639,742

 

 

 

660,359

 

 

 

 

 

 

 

 

 

Construction revenue of Transmission

 

60,028

 

 

 

35,994

 

 

 

 

 

 

 

 

 

 

 

Provision for doubtful receivables

 

(77,269

)

 

 

(64,247

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INPUTS ACQUIRED FORM THIRD PARTIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(2,728,477

)

 

 

(2,256,466

)

 

 

 

 

 

 

 

 

Charges for the use of the basic transmission grid

 

(539,291

)

 

 

(427,989

)

 

 

 

 

 

 

 

 

Outsourced services

 

(510,729

)

 

 

(468,975

)

 

 

(5,700

)

 

 

(2,920

)

 

 

Gas purchased for resale

 

(217,878

)

 

 

(142,831

)

 

 

 

 

 

 

 

 

Materials

 

(33,938

)

 

 

(47,230

)

 

 

(54

)

 

 

(84

)

 

 

Cost of Construction of Infrastructure

 

(697,843

)

 

 

(695,438

)

 

 

 

 

 

 

 

 

Other operating costs

 

(100,840

)

 

 

(116,571

)

 

 

484

 

 

 

(8,421

)

 

 

 

 

(4,828,996

)

 

 

(4,155,500

)

 

 

(5,270

)

 

 

(11,425

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS VALUE ADDED

 

7,463,597

 

 

 

6,521,877

 

 

 

(5,109

)

 

 

(11,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

(482,715

)

 

 

(476,130

)

 

 

(185

)

 

 

(176

)

 

 

NET ADDED VALUE PRODUCED BY THE COMPANY

 

6,980,882

 

 

 

6,045,747

 

 

 

(5,294

)

 

 

(11,418

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TRANSFERRED ADDED VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) on subsidiaries

 

(1,458

)

 

 

 

 

 

1,263,711

 

 

 

1,069,753

 

 

 

Financial revenues

 

445,879

 

 

 

443,236

 

 

 

73,941

 

 

 

46,686

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE TO BE DISTRIBUTED

 

7,425,303

 

 

 

6,488,983

 

 

 

1,332,358

 

 

 

1,105,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTION OF ADDED VALUE

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

744,286

 

10.02

 

609,963

 

9.40

 

30,303

 

2.28

 

23,026

 

2.09

 

Direct remuneration

 

513,340

 

6.91

 

406,472

 

6.26

 

17,559

 

1.32

 

9,823

 

0.89

 

Benefits

 

182,864

 

2.46

 

162,678

 

2.51

 

10,791

 

0.81

 

8,233

 

0.75

 

FGTS

 

33,058

 

0.45

 

30,594

 

0.47

 

1,699

 

0.13

 

1,804

 

0.16

 

Other

 

15,024

 

0.20

 

10,219

 

0.16

 

254

 

0.02

 

3,166

 

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, charges and contributions

 

4,382,761

 

59.02

 

3,846,651

 

59. 28

 

7,039

 

0.52

 

3,294

 

0.29

 

Federal

 

2,430,361

 

32.73

 

2,114,622

 

32.59

 

6,830

 

0.51

 

3,227

 

0.29

 

State

 

1,945,737

 

26.20

 

1,727,563

 

26.62

 

150

 

0.01

 

12

 

 

Municipal

 

6,663

 

0.09

 

4,466

 

0.07

 

59

 

 

55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of third party capital

 

1,062,636

 

14.32

 

983,161

 

15.15

 

59,396

 

4.46

 

29,493

 

2.67

 

Interest

 

1,009,483

 

13.60

 

936,462

 

14.43

 

58,967

 

4.43

 

29,042

 

2.63

 

Rentals

 

53,153

 

0.72

 

46,699

 

0.72

 

429

 

0.03

 

451

 

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of own capital

 

1,235,620

 

16.64

 

1,049,208

 

16.17

 

1,235,620

 

92.74

 

1,049,208

 

94.95

 

Retained earnings

 

1,235,620

 

16.64

 

1,049,208

 

16.17

 

1,235,620

 

92.74

 

1,049,208

 

94.95

 

 

 

7,425,303

 

100

 

6,488,983

 

100

 

1,332,358

 

100

 

1,105,021

 

100

 

 

The condensed notes are an integral part of these financial statements.

 

14


 


Table of Contents

 

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

 

AS AT JUNE 30, 2012 AND DECEMBER 31, 2011

 

(FIGURES IN THOUSANDS OF R$, EXCEPT WHERE OTHERWISE INDICATED)

 

1.              OPERATIONS

 

a)              The Company

 

Companhia Energética de Minas Gerais (CEMIG or the Company) is a listed Brazilian corporation, enrolled on the Brazilian Registry of Corporate Taxpayers (CNPJ) under 17.155.730/0001-64. Its shares are traded at Corporate Governance Level 1 on the BM&FBovespa exchange (Bovespa) and on the New York (NYSE) and Madrid (Latibex) Stock Exchanges. The Company is an entity domiciled in Brazil, with its head office at Avenida Barbacena 1200, Belo Horizonte, Minas Gerais. It operates exclusively as a holding company, with equity interests in individually or jointly controlled subsidiaries. The main objectives of its subsidiaries are the construction and operation of systems for generation, transformation, transmission, distribution and trading of electric power, as well as the development of activities in the different energy fields, for commercial purposes.

 

2.                  BASIS OF PREPARATION

 

2.1           Statement of compliance

 

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

 

These Interim Financial Information have been prepared according to principles, practices and criteria consistent with those adopted in the preparation of the annual financial statements at December 31, 2011. Hence this Interim Financial Information should be read in conjunction with those annual financial statements, which were approved by the Board of Directors on March 6, 2012 and filed at the CVM on March 28, 2012.

 

15



Table of Contents

 

The individual Interim Financial Information of the holding company were prepared in accordance with BR GAAP. In the case of the consolidated statements, these practices differ from the IFRS applicable to separate Interim Financial Information in that the valuation of the investment in subsidiaries, affiliated companies and joint ventures is by the equity method in BR GAAP, while for the purposes of IFRS this valuation is at cost or fair value.

 

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

 

2.2           Reclassifications of account balances

 

Original Accounts

 

Reclassification Accounts

 

 

 

Consolidated

 

Parent
Company

 

 

 

Consolidated

 

Parent
Company

 

Income Statement

 

06/30/2011

 

06/30/2011

 

Income Statement

 

06/30/2011

 

06/30/2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee and managers’ profit sharing

 

25,804

 

 

Other operating expenses

 

25,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Financial Income (Expenses)

 

(539,254

)

(10,762

)

Financial revenues

 

442,439

 

45,900

 

 

 

 

 

 

 

Financial expenses

 

(981,693

)

(56,662

)

 

 

 

 

 

 

 

 

(539,254

)

(10,762

)

Financial Income and Expenses

 

 

 

 

 

 

 

 

 

 

 

Amortization of goodwill premium /discount on investments

 

13,944

 

 

Depreciation and amortization

 

(13,944

)

 

Amortization of goodwill premium /discount on investments

 

31,287

 

 

Revenue of the transmission system

 

(31,287

)

 

Amortization of goodwill premium /discount on investments

 

 

27,620

 

Equity gain (loss) on subsidiaries

 

 

(27,620

)

 

Statement of Cash Flows

 

Consolidated
06/30/2011

 

Parent
Company

06/30/2011

 

Statement of Cash Flows

 

Consolidated
06/30/2011

 

Parent
Company

06/30/2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

Deferred Income tax and social contribution

 

(8,490

)

 

Income tax and social contribution payable

 

(8,490

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) / decrease in assets

 

 

 

 

 

(Increase) / decrease in assets

 

 

 

 

 

Recoverable taxes

 

(175,390

)

 

Recoverable taxes

 

318

 

 

Income tax and social contribution

 

 

 

Income tax and social contribution recoverable

 

163,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

Taxes payable

 

483,613

 

 

Taxes payable

 

73,476

 

 

Income tax and social contribution payable

 

 

 

Income tax and social contribution payable

 

70,709

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in liabilities

 

 

 

 

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

Loans, financings and debentures

 

(665,145

)

(23,728

)

Interest and monetary variation

 

665,145

 

23,728

 

 

16



Table of Contents

 

Statement of Added Value

 

Consolidated
06/30/2011

 

Parent
Company

06/30/2011

 

Statement of Added Value

 

Consolidated
06/30/2011

 

Parent
Company

06/30/2011

 

REVENUES

 

 

 

 

 

Remuneration of third party capital

 

 

 

 

 

Sales of electricity, gas and services

 

(31,287

)

 

Interest

 

(31,287

)

 

 

 

 

 

 

 

 

 

 

 

 

 

INPUTS ACQUIRED FORM THIRD PARTIES

 

 

 

 

 

Taxes, charges and contributions

 

 

 

 

 

Electricity bought for resale

 

164,362

 

 

Federal

 

164,362

 

 

Charges for the use of the basic transmission grid

 

45,739

 

 

Federal

 

45,739

 

 

Other operating costs

 

1,366

 

 

Federal

 

1,366

 

 

 

 

211,467

 

 

 

 

211,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

Remuneration of third party capital

 

 

 

 

 

Depreciation and amortization

 

13,944

 

 

Interest

 

13,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TRANSFERRED ADDED VALUE

 

 

 

 

 

Remuneration of third party capital

 

 

 

 

 

Equity gain (loss) on subsidiaries

 

 

(27,620

)

Interest

 

 

(27,620

)

 

The reclassifications presented above were made to provide more relevant information related to the following items:

 

1 — In the Income statement

 

·                  Employee and management profit shares: Presented as an item of operational costs in the first semester of 2011, and reclassified to Other operational expenses since it is a distribution of economic results based on overall corporate targets, defined in a specific Collective Employment Agreement.

 

·                  Net financial revenue (expenses): Financial revenue and Financial expenses are shown separately. The result, adjusted to present value, is presented net. Adjustment to present value is effected for the debentures of Irapé, and for the paid concessions, since they have different rates from those practiced in the market.

 

2 —In the Added value statement

 

·                  Electricity bought for resale, and Charges for use of the National Transmission Grid: These are presented net of the credits for PIS, Pasep and Cofins taxes on the acquisition and transport of the input in the second quarter of 2011; reclassified to Taxes and charges — Federal.

 

The other items were segregated for optimal presentation of their effects in the Interim financial information.

 

17



Table of Contents

 

2.3           New accounting standards not yet adopted

 

The information relating to the accounting Pronouncements and interpretations issued but not yet adopted by the Company have not undergone any significant changes in relation to those published in Explanatory Note 2.6 (t) to the Financial Statements at December 31, 2011.

 

2.4           Correlation between condensed notes published in the complete annual financial statements and the Interim financial information

 

The items given below demonstrate the correlation between Explanatory notes published in the complete annual financial statements at December 31, 2011 and the Interim financial information at June 30, 2012. The Company believes this Interim financial Information presents the significant items that update the Company’s equity situation and performance, and complies with the disclosure requirements of CPC 21 (Demonstração Intermediária — Interim financial reporting).

 

Number of the Condensed Note

 

 

 

2011, Annual

 

ITR of 2Q12

 

Title of the Condensed Note

 

1

 

1

 

Operational context

 

2

 

2

 

Basis of preparation

 

3

 

3

 

Principles of consolidation

 

6

 

4

 

Cash and cash equivalents

 

7

 

5

 

Securities

 

8

 

6

 

Consumers and traders

 

9

 

7

 

Recoverable taxes

 

10

 

8

 

Income tax and Social Contribution

 

11

 

9

 

Escrow deposits

 

12

 

10

 

Accounts receivable from the Minas Gerais State government and CRC Account Securitization Fund

 

13

 

11

 

Financial Assets of the Concession

 

14

 

12

 

Investments

 

15

 

13

 

PP&E

 

16

 

14

 

Intangible

 

17

 

15

 

Suppliers

 

18

 

16

 

Taxes payable

 

19

 

17

 

Loans, financings and debentures

 

20

 

18

 

Regulatory charges

 

21

 

19

 

Employee post-retirement benefits

 

22

 

20

 

Provisions

 

23

 

21

 

Stockholders’ equity

 

24

 

22

 

Revenue

 

25

 

23

 

Operating costs and expenses

 

26

 

24

 

Net financial revenue (expenses)

 

27

 

25

 

Related party transactions

 

28

 

26

 

Financial instruments and Risk management

 

29

 

27

 

Measurement at fair value

 

33

 

28

 

Statement of added value

 

35

 

29

 

Subsequent events

 

34

 

30

 

Financial statements separated by company

 

*

 

31

 

Financial information by operational segment

 

 


(*) This information was included in the financial statements for the first time in 1Q12.

 

18



Table of Contents

 

Certain condensed notes of the annual report for 2011 have been omitted from the ITR because there are no significant changes, and/or because they are not applicable to the interim information:

 

Number of the
condensed note

 

Title of the condensed note

 

4

 

Concessions

 

5

 

Operating segments

 

30

 

Insurance

 

31

 

Commitments

 

32

 

Review of transmission tariff

 

 

3.                  PRINCIPLES OF CONSOLIDATION

 

The reporting dates of the remaining subsidiaries and jointly-controlled subsidiaries used for consolidation purposes coincide with those of the holding company.

 

The Company uses full and proportional consolidation criteria when preparing its consolidated financial statements as shown in the table below:

 

19



Table of Contents

 

 

 

 

 

06/30/2012

 

12/31/2011

 

Subsidiaries and jointly controlled companies

 

Form of
consolidation

 

Direct
stake ( %)

 

Indirect
stake ( %)

 

Direct
stake ( %)

 

Indirect
stake ( %)

 

Subsidiaries and jointly controlled companies

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

Full

 

100

 

 

100

 

 

Cemig Baguari Energia

 

Full

 

 

100

 

 

100

 

Hidrelétrica Cachoeirão

 

Proportional

 

 

49

 

 

49

 

Guanhães Energia

 

Proportional

 

 

49

 

 

49

 

Madeira Energia

 

Proportional

 

 

10

 

 

10

 

Hidrelétrica Pipoca

 

Proportional

 

 

49

 

 

49

 

Baguari Energia

 

Proportional

 

 

69.39

 

 

69.39

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

49

 

 

49

 

Central Eólica Praias de Parajuru

 

Proportional

 

 

 

49

 

 

 

49

 

Central Eólica Volta do Rio

 

Proportional

 

 

49

 

 

49

 

Central Eólica Praias de Morgado

 

Proportional

 

 

49

 

 

49

 

Taesa

 

Proportional

 

 

56.69

 

 

56.69

 

Light Ger

 

Proportional

 

 

49

 

 

49

 

Cemig Distribuição

 

Full

 

100

 

 

100

 

 

Cemig Telecom

 

Full

 

100

 

 

100

 

 

Ativas Data Center

 

Proportional

 

 

49

 

 

49

 

Rosal Energia

 

Full

 

100

 

 

100

 

 

Sá Carvalho

 

Full

 

100

 

 

100

 

 

Horizontes Energia

 

Full

 

100

 

 

100

 

 

Usina Térmica Ipatinga

 

Full

 

100

 

 

100

 

 

Cemig PCH

 

Full

 

100

 

 

100

 

 

Cemig Capim Branco Energia

 

Full

 

100

 

 

100

 

 

Cemig Trading

 

Full

 

100

 

 

100

 

 

Efficientia

 

Full

 

100

 

 

100

 

 

Central Termelétrica de Cogeração

 

Full

 

100

 

 

100

 

 

UTE Barreiro

 

Full

 

100

 

 

100

 

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

Full

 

100

 

 

100

 

 

Cemig Serviços

 

Full

 

100

 

 

100

 

 

Gasmig

 

Proportional

 

55.19

 

 

55.19

 

 

Companhia Transleste de Transmissão

 

Proportional

 

25

 

 

25

 

 

Companhia Transudeste de Transmissão

 

Proportional

 

24

 

 

24

 

 

Companhia Transirapé de Transmissão

 

Proportional

 

24.5

 

 

24.5

 

 

Light

 

Proportional

 

26.06

 

 

26.06

 

 

Light SESA

 

Full

 

 

26.06

 

 

26.06

 

Light Energia

 

Full

 

 

26.06

 

 

26.06

 

Light Esco

 

Full

 

 

26.06

 

 

26.06

 

Light Ger

 

Full

 

 

13.29

 

 

13.29

 

Light Soluções em Eletricidade

 

Full

 

 

26.06

 

 

26.06

 

Instituto Light

 

Full

 

 

26.06

 

 

26.06

 

Itaocara Energia

 

Full

 

 

26.06

 

 

26.06

 

Lightcom

 

Full

 

 

26.06

 

 

26.06

 

Axxiom

 

Proportional

 

 

13.29

 

 

13.29

 

Transchile

 

Proportional

 

49

 

 

49

 

 

Companhia de Transmissão Centroeste de Minas

 

Proportional

 

51

 

 

51

 

 

Empresa Amazonense de Transmissão de Energia — EATE

 

Proportional

 

49.98

 

 

49.98

 

 

Sistema de Transmissão Catarinense — STC

 

Full

 

 

30.82

 

 

30.82

 

Lumitrans Cia. Transmissora de Energia Elétrica

 

Full

 

 

30.82

 

 

30.82

 

Empresa Brasileira de Transmissão de Energia — EBTE

 

Proportional

 

 

19.65

 

 

19.65

 

Empresa Paraense de Transmissão de Energia — ETEP

 

Proportional

 

49.98

 

 

49.98

 

 

Empresa Santos Dumont Energia — ESDE

 

Full

 

 

49.98

 

 

49.98

 

Empresa Norte de Transmissão de Energia — ENTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Regional de Transmissão de Energia — ERTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

Proportional

 

19.09

 

 

19.09

 

 

Axxiom

 

Proportional

 

49

 

 

49

 

 

Parati

 

Proportional

 

25

 

 

25

 

 

 

The proportion represents the percentage of the total capital in the subsidiary or jointly-controlled subsidiary held by Cemig. Jointly-controlled subsidiaries are those in which the Company has joint control, supported by a shareholders agreement.

 

20



Table of Contents

 

The jointly-controlled subsidiary Amazônia Energia has investments in Norte Energia, which are valued by the equity method. As a result, the proportional effect of the equity income, in the amount of R$1,458, is recognized in the Profit and loss account of Cemig GT (Cemig Geração e Transmissão — Generation and Distribution) through the consolidation of Amazônia Energia.

 

4.                  CASH AND CASH EQUIVALENTS

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Bank accounts

 

88,059

 

157,890

 

12,371

 

6,664

 

Financial investments

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

1,629,825

 

2,345,877

 

114,222

 

191,004

 

Financial Treasury Bonds (LFTs)

 

15,757

 

63,868

 

2,292

 

4,922

 

National Treasury Bonds (LTNs)

 

33,481

 

26,413

 

 

1,603

 

Financial Bonds - Banks

 

 

176,510

 

 

18,364

 

Others

 

568,148

 

91,932

 

14,097

 

4,138

 

 

 

2,247,211

 

2,704,600

 

130,611

 

220,031

 

 

 

2,335,270

 

2,862,490

 

142,982

 

226,695

 

 

The Company’s exposure to interest rate risk and a sensitivity analysis of the Company’s financial assets and liabilities are shown in Note 26.

 

5.                  MARKETABLE SECURITIES

 

The Short-term Investments refers to financial investments made in Brazilian and international financial institutions with branches in Brazil at market.

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Marketable Securities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

604,731

 

358,987

 

121,666

 

180,000

 

Financial Treasury Bonds (LFTs)

 

103

 

 

 

 

Financial Bonds - Banks

 

169,354

 

 

12,145

 

 

Others

 

82,208

 

 

 

 

 

 

856,396

 

358,987

 

133,811

 

180,000

 

Non current

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

10,322

 

 

 

 

Financial Bonds - Banks

 

139,772

 

 

15,006

 

 

Others

 

14,005

 

 

668

 

 

 

 

164,099

 

 

15,674

 

 

 

 

1,020,495

 

358,987

 

149,485

 

180,000

 

 

21



Table of Contents

 

6.              ACCOUNTS RECEIVABLE FROM CONSUMERS AND TRADERS

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Retail supply invoiced

 

2,368,632

 

2,301,156

 

24,240

 

25,378

 

Retail supply not invoiced

 

710,227

 

848,171

 

 

 

Wholesale supply to other concession holders

 

247,085

 

205,636

 

 

 

Allowance for doubtful accounts receivable

 

(624,974

)

(646,647

)

(24,240

)

(25,378

)

 

 

2,700,970

 

2,708,316

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

2,544,072

 

2,549,546

 

 

 

Non-current assets

 

156,898

 

158,770

 

 

 

 

The Company’s exposure to credit risk related to accounts receivables from consumers and traders is given in Note 26.

 

7.                  RECOVERABLE TAXES

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

CURRENT

 

 

 

 

 

 

 

 

 

ICMS - Value Added Tax

 

165,028

 

153,306

 

3,427

 

3,843

 

PIS and PASEP — Taxes on Revenue

 

22,322

 

32,828

 

 

 

COFINS

 

167,676

 

156,852

 

68,506

 

67,342

 

Other

 

13,946

 

11,140

 

1,386

 

1,385

 

 

 

368,972

 

354,126

 

73,319

 

72,570

 

NON CURRENT

 

 

 

 

 

 

 

 

 

ICMS - Value Added Tax

 

268,352

 

243,029

 

4,757

 

4,334

 

PIS and PASEP

 

16,078

 

14,515

 

 

 

COFINS

 

77,635

 

70,404

 

 

 

Other

 

1,489

 

 

 

 

 

 

363,554

 

327,948

 

4,757

 

4,334

 

 

 

732,526

 

682,074

 

78,076

 

76,904

 

 

PASEP and COFINS credits originate from acquisitions of property, plant and equipment and can be offset against taxes payable over 48 months.

 

8.                  INCOME TAX AND SOCIAL CONTRIBUTION

 

a) Income Tax And Social Contribution Recoverable

 

The balances of income tax and social contribution refer to tax credits in the income tax returns from previous years and advance payments made in 2012, which will be offset against the amount of federal tax payable calculated for the year 2012, recorded under Taxes payable.

 

22



Table of Contents

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

CURRENT

 

 

 

 

 

 

 

 

 

Income tax

 

121,361

 

171,294

 

 

 

Social contribution

 

55,857

 

49,466

 

 

 

 

 

177,218

 

220,760

 

 

 

NON CURRENT

 

 

 

 

 

 

 

 

 

Income tax

 

34,525

 

21,223

 

26,774

 

17,211

 

Social contribution

 

5,156

 

2,382

 

2,401

 

2,337

 

 

 

39,681

 

23,605

 

29,175

 

19,548

 

 

 

216,899

 

244,365

 

29,175

 

19,548

 

 

b) Deferred Income Tax And Social Contribution

 

Cemig and its subsidiaries and jointly-control subsidiaries have income taxes and social contribution calculated at the statutory annual rates of 25% and 9%, respectively. The Company’s tax credits for these taxes are comprised as follows:

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Assets

 

 

 

 

 

 

 

 

 

Tax loss carry forwards/negative basis for social contribuition

 

411,288

 

631,801

 

342,528

 

337,861

 

Provisions

 

144,392

 

141,921

 

50,023

 

55,697

 

Employee post-retirement benefits

 

380,541

 

369,306

 

20,941

 

19,807

 

Allowance for doubtful accounts receivable

 

214,432

 

211,928

 

8,242

 

8,629

 

Tax credits on absorption of subsidiary

 

322,394

 

87,835

 

 

 

Financial instruments

 

54,135

 

59,421

 

 

 

Foreign exchange variation

 

129,848

 

127,768

 

 

 

Taxes payable — suspended liability (1)

 

180,605

 

180,623

 

 

 

Onerous Concession Contract

 

63,128

 

61,941

 

 

 

Other

 

152,029

 

163,543

 

2,442

 

2,455

 

Total

 

2,052,792

 

2,036,087

 

424,176

 

424,449

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Income tax

 

(786,227

)

(909,204

)

(2,369

)

 

Social contribution

 

(311,717

)

(324,820

)

(965

)

 

Total

 

(1,097,944

)

(1,234,024

)

(3,334

)

 

Net, total

 

954,848

 

802,063

 

420,842

 

424,449

 

 

 

 

 

 

 

 

 

 

 

Total Asset in the Statement of Financial Position

 

1,361,438

 

2,036,087

 

420,842

 

424,449

 

Total Liaility in the Statement of Financial Position

 

(406,590

)

(1,234,024

)

 

 

 

c)  Reconciliation of income tax and social contribution expenses

 

The following table presents the reconciliation of the nominal income tax (25% tax rate) and social contribution (9% tax rate) expenses with the actual expenses incurred, as shown in the income statement:

 

23



Table of Contents

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Profit before taxes

 

1,825,119

 

1,558,849

 

1,235,726

 

1,047,044

 

Income tax and social contribution — nominal expense

 

(620,540

)

(530,009

)

(420,147

)

(355,995

)

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity gain (loss) on subsidiaries

 

(438

)

 

434,460

 

370,217

 

Non-deductible contributions and donations

 

(2,548

)

(1,544

)

(130

)

(3

)

Tax incentives

 

9,701

 

6,589

 

 

 

Tax credits not recognized

 

(8,548

)

(5,484

)

(9,190

)

(5,643

)

Amortization of goodwill

 

(5,563

)

(5,857

)

(5,909

)

(6,325

)

Other

 

38,437

 

26,664

 

810

 

(87

)

Income tax and social contribution — effective income (loss)

 

(589,499

)

(509,641

)

(106

)

2,164

 

Effective rate

 

32.30

%

32.69

%

0.01

%

0.21

%

 

 

 

 

 

 

 

 

 

 

Current income tax and social contribution

 

(759,275

)

(543,253

)

 

123

 

Deferred income tax and social contribution

 

169,776

 

33,612

 

(106

)

2,041

 

 

9.                  ESCROW DEPOSITS

 

The escrow deposits refer mainly to tax and labor issues.

 

The main escrow deposits are mainly comprised of litigation, related to tax obligations referring primarily to withhold income tax on interest on capital, and to PASEP/COFINS — related to exclusion of value-added tax (ICMS) from the tax basis of PASEP/COFINS, and others.

 

 

 

Consolidado

 

Controladora

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Labor obligations

 

251,469

 

206,971

 

23,991

 

24,389

 

 

 

 

 

 

 

 

 

 

 

Tax obligations

 

 

 

 

 

 

 

 

 

Income tax on interest on shareholders´capital

 

14,774

 

14,010

 

 

 

State inheritance and donation taxes (ITCD)

 

126,685

 

115,918

 

126,685

 

115,918

 

PASEP/COFINS

 

718,934

 

719,470

 

 

 

Other tax obligations

 

70,407

 

59,209

 

41,798

 

34,696

 

 

 

 

 

 

 

 

 

 

 

Others

 

251,224

 

272,133

 

103,240

 

100,718

 

 

 

1,433,493

 

1,387,711

 

295,714

 

275,721

 

 

The balances of deposits in court in relation to the PASEP and COFINS taxes have a corresponding provision recorded under taxes payable. For more details, see Note 16.

 

10.                               ACCOUNTS RECEIVABLE FROM THE MINAS GERAIS STATE GOVERNMENT AND CRC ACCOUNT SECURITIZATION FUND

 

The composition of the CRC Account Securitization is as follow:

 

 

 

06/30/2012

 

12/31/2011

 

- Senior quotas held by third parties

 

765,674

 

819,997

 

 

 

 

 

 

 

- Subordinated quotas owned by Cemig

 

1,053,378

 

1,001,179

 

- Dividends retained by the Fund

 

 

8,899

 

 

 

1,053,378

 

1,010,078

 

TOTAL

 

1,819,052

 

1,830,075

 

 

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The changes to the amounts receivable in connection with the CRC Account Securitzation Fund on the first semester of 2012 is as follows:

 

 

 

Consolidated and Parent
Company

 

Balance at December 31, 2011

 

1,830,075

 

Monetary updating of the senior quotas

 

42.006

 

Monetary updating of the subordinated quotas

 

43.300

 

Amortization of the senior quotas

 

(96.329

)

Balance at June 30, 2012

 

1.819.052

 

 

In addition to the amortization of the Senior Units shown above, which took place in January 2012, Cemig made payment of dividends, on June 28, 2012; a total of R$93,711 was used for amortization of part of the Senior Units. Additionally, the Company injected R$7,015 into the fund to complete the amount necessary for redemption of the senior units and other operational expenses of the FIDC. The amortization of R$ 100,726 of the senior units was effected only in July 2012.

 

Negotiation for the advanced payment of account receivable from the Minas Gerais State Government - CRC

 

On May 4, 2012, the Executive Board decided to submit the following proposal to the Company’s Board of Directors:  That the Company’s representative in the General Meeting of Unit Holders of the Cemig CRC Account Securitization Fund (“the FIDC”) should be oriented with the objective of formalizing the agreement of the parties for early payment by the State of Minas Gerais of the debt, followed by full settlement by the Company of all the obligations arising from the CRC Agreement, and full settlement by the FIDC to the Company of all obligations arising from it.  A discount of 35% will be applied to the updated debtor balance for payment of a deposit at sight by the State of Minas Gerais into the account of the Company, which will be passed through in its entirety to the FIDC.

 

11.           FINANCIAL ASSETS OF THE CONCESSION

 

As described in Note 2, Item 2.6 (g), the Company’s distribution, transmission, gas and wind generation concession contracts are within the criteria for application of IFRIC 12 (Service Concession Arrangements). During and at the end of the concession period, the grantor will provide indemnity to the Company for the unamortized value of the concession assets according concession agreement between CEMIG and ANEEL and effective legislation and regulatory rules.

 

The balances of the financial assets are as follows:

 

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Table of Contents

 

 

 

Consolidated

 

 

 

06/30/2012

 

31/12/2011

 

Distribution concessions

 

4,216,944

 

3,331,311

 

Gas concessions

 

314,326

 

304,616

 

Newer transmission concessions

 

5,432,567

 

5,503,592

 

Older transmission concessions

 

778,856

 

758,338

 

 

 

10,742,693

 

9,897,857

 

 

 

 

 

 

 

Current assets

 

919,199

 

1,120,035

 

Non-current assets

 

9,823,494

 

8,777,822

 

 

The changes in the figures for these assets refer mainly to the monetary restatement of the transmission assets.

 

The changes in the financial assets of the concession are as follows:

 

 

 

Balance at
12/31/2011

 

Addtions

 

Transfers Financial
Assets x Intagible

 

Write-off

 

Balance at
06/30/2012

 

Financial Assets of the concession

 

9,897,857

 

274,711

 

874,889

 

(304,764

)

10,742,693

 

 

12.           INVESTMENTS

 

The table below provides a summary of the financial information for the investments in subsidiaries, affiliated companies and jointly-controlled companies.  This information has been adjusted for the percentage represented by the Company’s ownership interest.

 

 

 

Parent Company

 

 

 

06/30/2012

 

31/12/2011

 

Cemig Geração e Transmissão

 

5,200,587

 

5,086,076

 

Cemig Distribuição

 

2,695,184

 

2,656,463

 

Light

 

1,196,205

 

1,160,184

 

Cemig Telecom

 

287,446

 

287,909

 

Gasmig

 

438,732

 

444,991

 

Rosal Energia

 

145,972

 

158,676

 

Sá Carvalho

 

117,116

 

123,571

 

Horizontes Energia

 

74,618

 

73,203

 

Usina Térmica Ipatinga

 

22,692

 

37,577

 

Cemig PCH

 

87,502

 

95,228

 

Cemig Capim Branco Energia

 

33,657

 

42,592

 

Companhia Transleste de Transmissão

 

24,550

 

24,020

 

UTE Barreiro

 

27,646

 

23,034

 

Companhia Transudeste de Transmissão

 

13,441

 

13,150

 

Empresa de Comercialização de Energia Elétrica

 

1,097

 

239

 

Companhia Transirapé de Transmissão

 

10,893

 

10,525

 

Transchile

 

46,509

 

42,850

 

Efficientia

 

11,144

 

11,334

 

Central Termelétrica de Cogeração

 

5,934

 

6,348

 

Companhia de Transmissão Centroeste de Minas

 

22,944

 

20,912

 

Cemig Trading

 

15,647

 

13,008

 

Empresa Paraense de Transmissão de Energia-ETEP

 

136,042

 

132,203

 

Empresa Norte de Transmissão de Energia-ENTE

 

316,164

 

307,211

 

Empresa Regional de Transmissão de Energia-ERTE

 

70,641

 

73,432

 

Empresa Amazonense de Transmissão de Energia-EATE

 

695,139

 

672,559

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

45,403

 

44,983

 

Axxiom Soluções Tecnológicas

 

4,730

 

4,253

 

Cemig Serviços

 

950

 

2,310

 

Parati

 

367,944

 

358,459

 

Gasmig (invesiment in progress)

 

67,223

 

67,223

 

 

 

12,183,752

 

11,994,523

 

 

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a)The changes in  investments in subsidiaries and jointly-controlled subsidiaries are as follows:

 

 

 

12/31/2011

 

Equity gain
(loss)

 

Financial
Resources
provided by
shareholders

 

Proposed
Dividends

 

Other

 

06/30/2012

 

Cemig Geração e Transmissão

 

5,086,076

 

720,353

 

 

(605,733

)

(109

)

5,200,587

 

Cemig Distribuição

 

2,656,463

 

282,286

 

 

(243,565

)

 

2,695,184

 

Cemig Telecom

 

287,909

 

(463

)

 

 

 

287,446

 

Rosal Energia

 

158,676

 

7,402

 

 

(20,106

)

 

145,972

 

Sá Carvalho

 

123,571

 

14,931

 

 

(21,386

)

 

117,116

 

GASMIG

 

444,991

 

23,747

 

 

(30,006

)

 

438,732

 

Horizontes Energia

 

73,203

 

7,354

 

 

(5,939

)

 

74,618

 

Usina Térmica Ipatinga

 

37,577

 

5,018

 

 

(19,903

)

 

22,692

 

Cemig PCH

 

95,228

 

7,275

 

 

(15,001

)

 

87,502

 

Cemig Capim Branco Energia

 

42,592

 

21,524

 

 

(30,459

)

 

33,657

 

Companhia Transleste de Transmissão

 

24,020

 

2,597

 

 

(2,067

)

 

24,550

 

UTE Barreiro

 

23,034

 

4,612

 

 

 

 

27,646

 

Companhia Transudeste de Transmissão

 

13,150

 

1,371

 

 

(1,080

)

 

13,441

 

Empresa de Comercialização de Energia Elétrica

 

239

 

(110

)

 

 

968

 

1,097

 

Companhia Transirapé de Transmissão

 

10,525

 

1,161

 

 

(793

)

 

10,893

 

Transchile

 

42,850

 

(84

)

 

 

3,743

 

46,509

 

Efficientia

 

11,334

 

4,039

 

 

(4,229

)

 

11,144

 

Central Termelétrica de Cogeração

 

6,348

 

212

 

 

(626

)

 

5,934

 

Companhia de Transmissão Centroeste de Minas

 

20,912

 

2,032

 

 

 

 

22,944

 

Light

 

1,160,184

 

36,021

 

 

 

 

1,196,205

 

Cemig Trading

 

13,008

 

15,455

 

 

(12,816

)

 

15,647

 

Empresa Paraense de Transmissão de Energia - ETEP

 

132,203

 

10,836

 

 

(6,997

)

 

136,042

 

Empresa Norte de Transmissão de Energia — ENTE

 

307,211

 

24,379

 

 

(15,426

)

 

316,164

 

Empresa Regional de Transmissão de Energia - ERTE

 

73,432

 

4,774

 

 

(7,565

)

 

70,641

 

Empresa Amazonense de Transmissão de Energia — EATE

 

672,559

 

54,619

 

 

(32,039

)

 

695,139

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

44,983

 

2,911

 

 

(2,491

)

 

45,403

 

Axxiom Soluções Tecnológicas

 

4,253

 

477

 

 

 

 

4,730

 

Cemig Serviços

 

2,310

 

(1,360

)

 

 

 

950

 

Parati

 

358,459

 

10,342

 

 

(857

)

 

367,944

 

Gasmig (invesiment in progress)

 

67,223

 

 

 

 

 

67,223

 

 

 

11,994,523

 

1,263,711

 

 

(1,079,084

)

4,602

 

12,183,752

 

 

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Table of Contents

 

b)              The main information on the subsidiaries and jointly-controlled subsidiaries is as follows (the figures have not been adjusted based on Cemig´s interest percentage):

 

 

 

 

 

At June 30, 2012

 

January to June 2012

 

Subsidiaries

 

Number of
shares

 

Cemig
Interest (%)

 

Share
capital

 

Shareholders’
Equity

 

Cemig
Interest (%)

 

Share
capital

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100.00

 

3,296,785

 

5,200,587

 

605,733

 

720,353

 

Cemig Distribuição

 

2,261,997,787

 

100.00

 

2,261,998

 

2,695,184

 

243,565

 

282,286

 

Light

 

203,934,060

 

26.06

 

2,225,822

 

4,590,192

 

 

179,834

 

Cemig Telecom

 

381,023,385

 

100.00

 

225,082

 

287,446

 

 

4,348

 

Rosal Energia

 

46,944,467

 

100.00

 

46,944

 

145,972

 

20,106

 

10,165

 

Sá Carvalho

 

361,200,000

 

100.00

 

36,833

 

117,116

 

21,386

 

14,931

 

Gasmig

 

409,255,483

 

55.19

 

643,780

 

794,910

 

54,366

 

43,025

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

74,618

 

5,939

 

7,354

 

Usina Térmica Ipatinga

 

29,174,281

 

100.00

 

29,174

 

22,692

 

19,903

 

5,018

 

Cemig PCH

 

30,952,000

 

100.00

 

30,952

 

87,502

 

15,001

 

7,275

 

Cemig Capim Branco Energia

 

5,528,000

 

100.00

 

5,528

 

33,657

 

30,459

 

21,524

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

98,200

 

5,167

 

10,389

 

UTE Barreiro

 

30,902,000

 

100.00

 

30,902

 

27,646

 

 

4,612

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

56,004

 

4,500

 

5,712

 

Empresa de Comercialização de Energia Elétrica

 

486,000

 

100.00

 

486

 

1,097

 

 

(110

)

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

44,461

 

3,237

 

4,741

 

Transchile

 

56,407,271

 

49.00

 

122,610

 

94,917

 

 

5

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

11,144

 

4,229

 

4,039

 

Central Termelétrica de Cogeração

 

5,000,000

 

100.00

 

5,001

 

5,934

 

626

 

213

 

Companhia de Transmissão Centroeste de Minas

 

28,000,000

 

51.00

 

28,000

 

44,989

 

 

3,986

 

Cemig Trading

 

160,297

 

100.00

 

160

 

15,647

 

12,816

 

15,455

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

49.98

 

89,390

 

272,193

 

13,400

 

24,006

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

49.99

 

160,337

 

632,454

 

30,858

 

54,800

 

Empresa Regional de Transmissão de Energia — ERTE

 

36,940,800

 

49.99

 

36,941

 

141,310

 

15,134

 

11,109

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

49.98

 

355,697

 

1,390,834

 

64,103

 

122,265

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

19.09

 

42,095

 

237,836

 

13,048

 

18,214

 

Axxiom Soluções Tecnológicas

 

9,200,000

 

49.00

 

9,200

 

9,652

 

 

972

 

Cemig Serviços

 

5,100,000

 

100.00

 

5,100

 

950

 

 

(1,360

)

Parati

 

1,432,910,000

 

25.00

 

1,432,910

 

1,471,777

 

3,428

 

38,672

 

 

Acquisition of additional equity interest in Gasmig

 

On December 27, 2011, the Board of Directors approved the acquisition of registered preferred shares in Gasmig, representing 4.38% of Gasmig´s total capital, from the Minas Gerais State Government for R$67,223. The Board approved this acquisition to be made at a price per share of approximately R$3.75. The execution of this acquisition is subject to the following conditions:

 

·                 An independent appraisal to determine the fair value of Gasmig´s capital, which will be made by a specialized institution chosen and contracted by CEMIG.

·                 MGI-Minas Gerais Participações S.A. must complete in its entirety the transfer its equity interest in Gasmig to the Minas Gerais State Government.

 

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Table of Contents

 

13.           PROPERTY, PLANT AND EQUIPMENT

 

 

 

June 30, 2012

 

December 31, 2010

 

Consolidated

 

Historical
Cost

 

Accumulated
depreciation

 

Net value

 

Historical
Cost

 

Accumulated
depreciation

 

Net value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Service

 

19,873,858

 

(12,193,927

)

7,679,931

 

19,052,126

 

(12,022,438

)

7,029,688

 

Land

 

421,564

 

 

421,564

 

424,728

 

 

424,728

 

Reservoirs, dams and water courses

 

8,595,362

 

(5,099,037

)

3,496,325

 

7,990,344

 

(5,035,301

)

2,955,043

 

Buildings, works and improvements

 

2,455,710

 

(1,583,701

)

872,009

 

2,319,093

 

(1,560,550

)

758,543

 

Machinery and equipment

 

8,321,202

 

(5,448,457

)

2,872,745

 

8,233,445

 

(5,362,640

)

2,870,805

 

Vehicles

 

21,139

 

(13,595

)

7,544

 

25,775

 

(16,017

)

9,758

 

Furniture and fixtures

 

58,881

 

(49,137

)

9,744

 

58,741

 

(47,930

)

10,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,023,804

 

 

1,023,804

 

1,632,103

 

 

1,632,103

 

Assets under construction

 

1,023,804

 

 

1,023,804

 

1,632,103

 

 

1,632,103

 

Total Property, Plant and Equipment

 

20,897,662

 

(12,193,927

)

8,703,735

 

20,684,229

 

(12,022,438

)

8,661,791

 

 

The changes in property, plant, and equipment from are as as follows:

 

Consolidated

 

Balance at
12/31/2011

 

Additions/
transfers

 

Write-off

 

Accumulated
depreciation

 

Balance at
06/30/2012

 

In Service

 

7,029,688

 

869,732

 

(7,647

)

(211,842

)

7,679,931

 

Land

 

424,728

 

(3,164

)

 

 

421,564

 

Reservoirs, dams and water courses

 

2,955,043

 

613,531

 

(1

)

(72,248

)

3,496,325

 

Buildings, works and improvements

 

758,543

 

139,543

 

(21

)

(26,056

)

872,009

 

Machinery and equipment

 

2,870,805

 

119,521

 

(6,548

)

(111,033

)

2,872,745

 

Vehicles

 

9,758

 

31

 

(1,077

)

(1,168

)

7,544

 

Furniture and fixtures

 

10,811

 

270

 

 

(1,337

)

9,744

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,632,103

 

(603,711

)

(4,588

)

 

1,023,804

 

Total Property, Plant, and Equipment

 

8,661,791

 

266,021

 

(12,235

)

(211,842

)

8,703,735

 

 

The item “Special obligations related to the concession” refers, primarily, to contributions from consumers for construction of the works necessary to meet their requests for supply of electricity. Final settlement of these obligations depends on the additional regulation to be issued by Aneel, at the end of the distribution concessions, in the form of reduction of the residual value of the fixed asset for the purposes of determination of the amount that the concession-granting power will pay to the concession holder.

 

Under Aneel Resolution 234 of October 2006, and Aneel Circular 1314/2008 of June 27, 2008, the balance of the Special Obligations related to the concession began to be amortized, as from the second tariff review cycle of Cemig D and of Light, in 2008, using a percentage corresponding to the average depreciation rate of the assets.

 

The Company has not identified any indications of impairment with regards to its property, plant, and equipment. The concession contracts specify that, at the end of the concession contract period of each concession, the grantor will decide the amount to be indemnified to the Company. Management believes that the undepreciated book value of property, plant and equipment at the end of the concession period will be the amount to be reimbursed to the Company by the granting authority.

 

ANEEL, in conformity with the Brazilian regulatory framework, is responsible for establishing and periodically reviewing the estimates of useful economic life for

 

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Table of Contents

 

generation and transmission assets in the electricity sector. The estimates of useful life established by the ANEEL are used in the processes for reviewing tariff rates and calculating the indemnification due to the concessionaires at the end of the concession period.  These are recognized by the Company as reasonable and were used as the basis for depreciation of the Company’s property, plant and equipment.

 

14.           INTANGIBLE ASSETS

 

 

 

06/30/2012

 

12/31/2011

 

Parent Company

 

Historical cost

 

Accumulated
amortization

 

Residual value

 

Historical
cost

 

Accumulated
amortization

 

Residual
value

 

In Service

 

13,313

 

(12,743

)

570

 

13,309

 

(12,659

)

650

 

Defined useful life

 

 

 

 

 

 

 

 

 

 

 

 

 

Software use rights

 

3,711

 

(3,147

)

564

 

3,711

 

(3,064

)

647

 

Brands and patents

 

9

 

(3

)

6

 

5

 

(2

)

3

 

Concession assets

 

83

 

(83

)

 

83

 

(83

)

 

Cemig Telecom

 

9,510

 

(9,510

)

 

9,510

 

(9,510

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

3

 

 

3

 

7

 

 

7

 

Assets under construction

 

3

 

 

3

 

7

 

 

7

 

Intangible assets, net

 

13,316

 

(12,743

)

573

 

13,316

 

(12,659

)

657

 

 

 

 

06/30/2012

 

12/31/2011

 

Consolidated

 

Historical cost

 

Accumulated
amortization

 

Residual value

 

Historical
cost

 

Accumulated
amortization

 

Residual
value

 

In Service

 

10,399,449

 

(7,152,473

)

3,246,976

 

10,448,490

 

(6,709,432

)

3,739,058

 

Definite useful life

 

 

 

 

 

 

 

 

 

 

 

 

 

Easements

 

34,143

 

(1,675

)

32,468

 

34,248

 

(1,585

)

32,663

 

Onerous Concessions

 

51,908

 

(9,422

)

42,486

 

31,974

 

(8,742

)

23,232

 

Concession easements

 

10,103,720

 

(6,968,720

)

3,135,000

 

10,202,921

 

(6,556,363

)

3,646,558

 

Others

 

209,678

 

(172,656

)

37,022

 

179,347

 

(142,742

)

36,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,508,335

 

 

1,508,335

 

1,522,123

 

 

1,522,123

 

Assets under construction

 

1,508,335

 

 

1,508,335

 

1,522,123

 

 

1,522,123

 

Intangible assets, net

 

11,907,784

 

(7,152,473

)

4,755,311

 

11,970,613

 

(6,709,432

)

5,261,181

 

 

The changes in consolidated intangible assets are as follows:

 

Consolidated

 

Balance at
12/31/2011

 

Additions

 

Write-
off

 

Amortization

 

transfers

 

Balance at
06/30/2012

 

In Service

 

3,739,058

 

(60,024

)

(50,675

)

(244,740

)

(136,643

)

3,246,976

 

Defined Useful life

 

 

 

 

 

 

 

 

 

 

 

 

 

Easements

 

32,663

 

 

 

(88

)

(107

)

32,468

 

Onerous Concessions

 

23,232

 

19,934

 

(1,220

)

(587

)

1,127

 

42,486

 

Concession assets

 

3,646,558

 

(81,036

)

(49,455

)

(239,275

)

(141,792

)

3,135,000

 

Others

 

36,605

 

1,078

 

 

(4,790

)

4,129

 

37,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,522,123

 

816,000

 

 

 

(829,788

)

1,508,335

 

Assets under construction

 

1,522,123

 

816,000

 

 

 

(829,788

)

1,508,335

 

Intangible assets, net

 

5,261,181

 

755,976

 

(50,675

)

(244,740

)

(966,429

)

4,755,311

 

 

30



Table of Contents

 

Concession Assets

 

In conformity with Technical Interpretation ICPC 01, accounting for concessions, the portion of the distribution infrastructure that will be used during the concession period, consisting of the distribution assets, net of consumer interests (special obligations), was recorded in Intangible Assets.

 

Useful life review

 

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

 

15.           SUPPLIERS

 

 

 

Consolidated

 

 

 

06/30/2012

 

12/31/2011

 

Supply and transport of electricity

 

 

 

 

 

Eletrobrás — Power from Itaipu

 

225,499

 

198,280

 

Furnas Centrais Elétricas S.A.

 

52,138

 

55,464

 

Spot market - CCEE

 

131,102

 

40,326

 

UTE Norte Fluminense

 

38,186

 

38,392

 

Purchase of electricity at auctions

 

50,159

 

63,904

 

Others

 

434,535

 

364,907

 

 

 

931,619

 

761,273

 

Materials and services

 

350,402

 

428,575

 

 

 

1,282,021

 

1,189,848

 

 

16.           TAXES PAYABLES

 

a) Taxes payable

 

The non-current liabilities for PASEP and COFINS refer to the legal action challenging the constitutionality of the inclusion of ICMS in the calculation basis for these taxes, and, the offsetting of the amounts paid in the last 10 years has been requested. The Company and its subsidiaries Cemig Distribuição and Cemig Geração e Transmissão have obtained a Court injunction enabling them not to make the payment and authorizing payment in Court from 2008 until August, 2011. Thereafter, the Company opted to pay the new taxes each month.

 

31



Table of Contents

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

Current

 

 

 

 

 

 

 

 

 

ICMS -Value-added tax

 

352,945

 

329,696

 

18,091

 

18,091

 

COFINS

 

108,304

 

94,662

 

880

 

11,636

 

PASEP

 

20,287

 

20,742

 

191

 

2,526

 

INSS

 

20,143

 

24,641

 

1,663

 

2,130

 

Others

 

23,706

 

46,812

 

964

 

1,357

 

 

 

525,385

 

516,553

 

21,789

 

35,740

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

COFINS

 

681,065

 

683,332

 

 

 

PASEP

 

147,826

 

148,355

 

 

 

Others

 

77,693

 

65,400

 

 

 

 

 

906,584

 

897,087

 

 

 

 

 

1,431,969

 

1,413,640

 

21,789

 

35,740

 

 

b)  Income tax and social contribution payable

 

The non-current, deferred income tax and social contribution liabilities refer mainly to recognition of financial instruments (foreign exchange variations) on a cash basis, asssets and liabilities at present value adjustment, capital costs assigned to loans and deemed cost of property, plant and equipment.

 

 

 

Consolidated

 

 

 

06/30/2012

 

12/31/2011

 

Current

 

 

 

 

 

Income tax

 

146.639

 

86,753

 

Social contribution tax

 

67.739

 

42,631

 

 

 

214.378

 

129,384

 

 

The non-current income tax and social contribution are presented on note 8 of the financial statement.

 

32



Table of Contents

 

17.           LOANS, FINANCING AND DEBENTURES

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Maturity of

 

 

 

 

 

06/30/2012

 

12/31/2011

 

Lenders

 

Principal

 

Annual Interest Rates (%)

 

Currency

 

Current

 

Non Current

 

Total

 

Total

 

IN FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN AMRO Real S.A. (3)

 

2013

 

6

 

US$

 

25,317

 

 

25,317

 

46,989

 

Banco do Brasil —A. — Bônus Diversos (1)

 

2024

 

Various

 

US$

 

5,493

 

27,208

 

32,701

 

34,826

 

BNP Paribas

 

2012

 

5.89

 

EURO

 

 

 

 

1,387

 

KFW

 

2016

 

4.50

 

EURO

 

1,689

 

5,911

 

7,600

 

8,028

 

Brazilian National Treasury (10) 

 

2024

 

Various

 

US$

 

2,717

 

13,124

 

15,841

 

16,893

 

Banco Inter Americano del Desarrollo (7)

 

2026

 

2.12

 

US$

 

1,542

 

32,668

 

34,210

 

35,529

 

BNP 36 MM - Euros

 

2014

 

0.04

 

EURO

 

222

 

29,422

 

29,644

 

27,882

 

Merril Lynch - Us$ 50 MM

 

2016

 

0.03

 

US$

 

111

 

32,820

 

32,931

 

30,570

 

BID (16)

 

2022

 

Libor + Spread 1.7 a 2.2%pa

 

US$

 

3,806

 

51,712

 

55,518

 

52,902

 

BID (16)

 

2023

 

Libor + Spread 1.5 a 1.88%pa

 

US$

 

8,512

 

87,528

 

96,040

 

92,561

 

Others

 

2019

 

Various

 

Various

 

8,075

 

3,255

 

11,330

 

11,340

 

Total foreign currency financing

 

 

 

 

 

 

 

57,484

 

283,648

 

341,132

 

358,907

 

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil S.A.

 

2017

 

108.33 of CDI

 

R$

 

784

 

197,058

 

197,842

 

 

 

Banco do Brasil S.A.

 

2012

 

109.80 of CDI

 

R$

 

589,656

 

 

589,656

 

591,951

 

Banco do Brasil S.A.

 

2013

 

CDI + 1.70

 

R$

 

30,317

 

18,320

 

48,637

 

56,844

 

Banco do Brasil S.A.

 

2013

 

107.60 of CDI

 

R$

 

127,822

 

 

127,822

 

136,566

 

Banco do Brasil S.A.

 

2014

 

104.10 of CDI

 

R$

 

1,018,888

 

200,000

 

1,218,888

 

1,224,881

 

Banco do Brasil S.A.

 

2013

 

10.83

 

R$

 

748,473

 

 

748,473

 

706,796

 

Banco do Brasil S.A.

 

2014

 

98.5%of CDI

 

R$

 

102,397

 

355,580

 

457,977

 

436,637

 

Banco do Brasil S.A.

 

2012

 

106.00 of CDI

 

R$

 

104,814

 

 

104,814

 

99,779

 

Banco Itaú — BBA S.A

 

2013

 

CDI + 1.70

 

R$

 

121,190

 

12,779

 

133,969

 

158,837

 

Banco Itaú — BBA S.A

 

2014

 

CDI + 1.70

 

R$

 

963

 

868

 

1,831

 

2,955

 

Banco Votorantim S.A.

 

2013

 

CDI + 1.70

 

R$

 

28,366

 

24,552

 

52,918

 

53,415

 

BNDES

 

2026

 

TJLP+2.34

 

R$

 

7,990

 

99,835

 

107,825

 

111,678

 

Bradesco S.A.

 

2014

 

CDI + 1.70

 

R$

 

504

 

455

 

959

 

1,550

 

Bradesco S.A.

 

2013

 

CDI + 1.70

 

R$

 

101,074

 

41,554

 

142,628

 

198,181

 

Bradesco S.A. (2)

 

2012

 

106.00 of CDI

 

R$

 

1,044,388

 

 

1,044,388

 

990,142

 

Debêntures (6)

 

2014

 

IGP-M + 10.50

 

R$

 

2,741

 

362,682

 

365,423

 

372,697

 

Debêntures — Minas Gerais state govt (6) (9)

 

2031

 

IGP-M

 

R$

 

 

49,740

 

49,740

 

46,896

 

Debêntures (6)

 

2017

 

IPCA + 7.96

 

R$

 

21,703

 

514,274

 

535,977

 

502,648

 

Debêntures (6)

 

2012

 

CDI+ 0.90

 

R$

 

 

 

 

1,754,714

 

Debêntures (6)

 

2015

 

IPCA + 7.68

 

R$

 

1,353,485

 

 

1,353,485

 

1,367,937

 

Debêntures

 

2017

 

CDI + 0.90

 

R$

 

496,938

 

 

496,938

 

 

Debêntures

 

2022

 

IPCA + 6.20

 

R$

 

697,212

 

 

697,212

 

 

Debêntures

 

2019

 

IPCA + 6.20

 

R$

 

207,985

 

 

207,985

 

 

ELETROBRÁS

 

2013

 

FINEL + 7.50 to 8.50

 

R$

 

12,926

 

6,399

 

19,325

 

25,603

 

ELETROBRÁS

 

2023

 

UFIR. RGR + 6.00 to 8.00

 

R$

 

69,891

 

353,589

 

423,480

 

428,238

 

Santander do Brasil S.A.

 

2013

 

CDI + 1.70

 

R$

 

26,759

 

1,462

 

28,221

 

40,451

 

UNIBANCO S.A

 

2013

 

CDI + 1.70

 

R$

 

88,465

 

60,976

 

149,441

 

161,272

 

UNIBANCO S.A (2)

 

2013

 

CDI + 1.70

 

R$

 

18,711

 

 

18,711

 

40,085

 

Itaú e Bradesco (4)

 

2015

 

CDI + 1.70

 

R$

 

186,673

 

579,001

 

765,674

 

819,996

 

Banco do Brasil S.A. (8)

 

2020

 

TJLP + 2.55

 

R$

 

1,366

 

20,036

 

21,402

 

22,768

 

UNIBANCO S.A (8)

 

2020

 

TJLP + 2.55

 

R$

 

363

 

5,058

 

5,421

 

5,768

 

Debêntures I e IV (5) (6)

 

2015

 

TJLP + 4.00

 

R$

 

6

 

13

 

19

 

22

 

Debêntures V (5) (6)

 

2014

 

CDI + 1.50

 

R$

 

72,525

 

138,437

 

210,962

 

241,759

 

Debêntures VII (5) (6)

 

2016

 

CDI + 1.35

 

R$

 

3,308

 

210,496

 

213,804

 

214,400

 

Debêntures LIGHT ENERGIA I (5) (6)

 

2016

 

CDI + 1.45

 

R$

 

1,240

 

55,580

 

56,820

 

57,074

 

Debêntures LIGHT ENERGIA II (5) (6)

 

2019

 

1.18% of CDI

 

R$

 

4,894

 

137,463

 

142,357

 

137,487

 

CCB Bradesco S.A (5)

 

2017

 

CDI + 0.85

 

R$

 

35,339

 

121,776

 

157,115

 

149,820

 

ABN AMRO Real S.A. (5)

 

2014

 

CDI + 0.95

 

R$

 

2,458

 

25,980

 

28,438

 

27,005

 

BNDES — (5)

 

2019

 

TLJP

 

R$

 

59,410

 

291,674

 

351,084

 

371,729

 

DEBENTURES (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

3,142

 

8,568

 

11,710

 

13,281

 

DEBENTURES (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

20,862

 

56,850

 

77,712

 

88,148

 

DEBENTURES (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

39,539

 

107,716

 

147,255

 

167,035

 

DEBENTURES (6) (10)

 

2016

 

112.5% of CDI

 

R$

 

7,199

 

24,582

 

31,781

 

35,124

 

BNDES (11)

 

2033

 

TJLP + 2.40

 

R$

 

2,813

 

361,736

 

364,549

 

349,505

 

Debêntures (11)

 

2013

 

IPCA

 

R$

 

143,703

 

76,006

 

219,709

 

207,094

 

BNDES — Repasse (11)

 

2033

 

TJLP

 

R$

 

1,452

 

370,536

 

371,988

 

354,783

 

AMAZONIA - FNO

 

2031

 

10%p.a

 

R$

 

296

 

55,842

 

56,138

 

54,807

 

BNDES — Principal Subcredit A/B/C/D (10)

 

2015

 

Various

 

R$

 

5,609

 

64,011

 

69,620

 

66,932

 

BNDES (12)

 

2024

 

TJLP +2.15

 

R$

 

3,180

 

35,380

 

38,560

 

39,961

 

CEF S.A (13)

 

2022

 

TJLP + 3.50

 

R$

 

7,178

 

56,226

 

63,404

 

64,784

 

CEF S.A (14)

 

2021

 

TJLP + 3.50

 

R$

 

5,874

 

45,036

 

50,910

 

52,109

 

CEF S.A (15)

 

2022

 

TJLP + 3.50

 

R$

 

9,563

 

83,675

 

93,238

 

95,267

 

BNDES (16)

 

2019

 

Various

 

R$

 

35,067

 

160,862

 

195,929

 

210,744

 

Pool of Banks (16)

 

2015

 

CDI + 0.90%

 

R$

 

9,234

 

4,592

 

13,826

 

18,462

 

CEF S.A (16)

 

2016

 

117.5 of CDI

 

R$

 

2,370

 

7,050

 

9,420

 

10,585

 

DEBENTURES (16)

 

2017

 

Various

 

R$

 

35,750

 

818,003

 

853,753

 

832,234

 

Promissory notes (ITAU)

 

2012

 

105.5% of CDI

 

R$

 

702,258

 

 

702,258

 

669,132

 

Promissory notes (ITAU)

 

2012

 

104% of CDI

 

R$

 

517,289

 

 

517,289

 

 

 

BNDES (17)

 

2016

 

TJLP + 3.12

 

R$

 

27,441

 

90,153

 

117,594

 

131,225

 

BNDES (18) Cemig Telecom

 

2017

 

Various

 

R$

 

9,133

 

38,445

 

47,578

 

51,972

 

BNDES

 

2028

 

URTJ+1.97

 

R$

 

4,164

 

59,418

 

63,582

 

49,588

 

Others

 

2025

 

Various

 

R$

 

27,241

 

278,676

 

305,917

 

298,809

 

Total local currency financing

 

 

 

 

 

 

 

9,012,381

 

6,689,000

 

15,701,381

 

15,420,162

 

TOTAL

 

 

 

 

 

 

 

9,069,865

 

6,972,648

 

16,042,513

 

15,779,069

 

 

33



Table of Contents

 


(1)                         These interest rates, which are based on the six-month Libor rate plus a spread of 0.81 to 0.88% per year, vary from 2.00 to 8.00 % per year;

(2)                         Loan from the parent company;

(3)                         Exchange rate Swaps for were contracted. The following are the rates for the loans and financings taking the swaps into account: CDI + 1.50% per year;

(4)                         Refers to the senior quotas of the FIDC. See Note 10.

(5)                         Loans, financings and debentures of RME (Light) and Parati.

(6)                         Registered, unsecured, debentures not convertible into shares, without preference.

(7)                         Financing of Transchile.

(8)                         Financing of Cachoeirão.

(9)                         Contracts adjusted to present value, as per changes to the corporate law in accordance with Law 11638/07.

(10)                   Consolidated loans and financings of the TBE group.

(11)                   Loan contracted for the jointly-controlled subsidiary Madeira Energia.

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

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

(14)                   Loan contracted for the jointly-controlled subsidiary Praia de Parajuru S.A.

(15)                   Loan contracted for the jointly-controlled subsidiary VDR S.A.

(16)                 Loan contracted for the jointly-controlled subsidiary TAESA.

(17)                 Loan and financing of Gasmig.

(18)      Loan arranged by Cemig Telecom — Ativas.

 

The consolidated breakdown of loans, financings and debentures, per currency and indexer, with the respective amortization:

 

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019 em
diante

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar

 

19,851

 

45,918

 

26,465

 

28,515

 

29,392

 

18,896

 

21,291

 

110,884

 

301,212

 

Euro

 

1,066

 

1,689

 

31,110

 

1,689

 

1,689

 

 

 

 

37,243

 

UMBNDES (**)

 

197

 

377

 

377

 

377

 

377

 

377

 

377

 

218

 

2,677

 

 

 

21,114

 

47,984

 

57,952

 

30,581

 

31,458

 

19,273

 

21,668

 

111,102

 

341,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indexers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Amplified Consumer Price Index)

 

238,082

 

572,767

 

487,766

 

672,818

 

172,220

 

171,376

 

101,303

 

780,142

 

3,196,474

 

UFIR (Fiscal Reference Unit) / RGR

 

42,272

 

67,322

 

69,486

 

61,090

 

49,601

 

40,034

 

35,362

 

58,899

 

424,066

 

Interbank Certificate of Deposit (CDI)

 

3,971,009

 

1,411,463

 

1,361,672

 

686,939

 

401,169

 

721,795

 

35,226

 

90,014

 

8,679,287

 

Eletrobrás Finel internal index

 

7,594

 

11,731

 

 

 

 

 

 

 

19,325

 

URTJ/TJLP (*)

 

70,246

 

173,365

 

192,734

 

182,674

 

172,887

 

143,421

 

133,595

 

845,499

 

1,914,421

 

General Price Index — Market (IGP-M)

 

2,731

 

2,253

 

364,810

 

2,032

 

1,961

 

1,889

 

1,859

 

58,048

 

435,583

 

UMBndes (**)

 

18,799

 

33,758

 

33,964

 

34,568

 

32,707

 

12,205

 

5,484

 

16,477

 

187,962

 

Others (IGP-DI, INPC) (***)

 

2,666

 

1,268

 

1,539

 

1,374

 

929

 

220

 

220

 

 

8,216

 

No indexer

 

153,483

 

602,903

 

5,095

 

7,524

 

8,460

 

7,204

 

6,746

 

44,632

 

836,047

 

 

 

4,506,882

 

2,876,830

 

2,517,066

 

1,649,019

 

839,934

 

1,098,144

 

319,795

 

1,893,711

 

15,701,381

 

 

 

4,527,996

 

2,924,814

 

2,575,018

 

1,679,600

 

871,392

 

1,117,417

 

341,463

 

2,004,813

 

16,042,513

 

 


( * )

URTJ = Interest Rate Reference Unit Adjusted by the Long-term Interest Rate (TJLP)

( ** )

UMBNDES = BNDES Monetary Unit.

( *** )

IGP-DI inflation index (General Price Index — Domestic Availability).

 

INPC — National Consumer Price Index.

 

The following table sets forth the principal foreign currencies, interest rates and indices applied to Loans, financing and debentures:

 

Currency

 

Accumulated Variance in
2012 (%)

 

Index

 

Accumulated Variance
in 2012 (%)

 

United States Dollars

 

7.76

%

IGP-M

 

3.19

%

Euro

 

5.19

%

IPCA

 

2.32

%

 

 

 

 

CDI

 

4.59

%

 

 

 

 

FINEL

 

0.63

%

 

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Table of Contents

 

The changes in financing are as follows:

 

 

 

Consolidated

 

Parent Company

 

Balance at December 31, 2011

 

15,779,069

 

1,030,227

 

Loans and financings obtained

 

3,163,081

 

 

Monetary and exchange rate variation

 

141,157

 

 

Borrowing costs

 

663,423

 

50,584

 

Amortization of borrowing costs

 

(661,361

)

(4,784

)

Capitalization

 

16,224

 

 

Adjustment to present value

 

(2,102

)

 

Amortization of financings

 

(3,063,209

)

(18,397

)

Transaction costs

 

(4,972

)

 

Amortization of transaction costs

 

11,203

 

5,470

 

Balance at June 30, 2012

 

16,042,513

 

1,063,100

 

 

a) Issuance of debentures of Cemig Geração e Transmissão

 

In March 2012, the Company concluded its third public issue of non-convertible debentures, issuing 1,350,000 unsecured non-convertible debentures, in three series, with nominal unit value of R$ 1 on the issue date. The net proceeds from the issue were used for 100% redemption of the commercial Promissory Notes of the Company’s fourth issue, made on January 13, 2012, for their total nominal value of R$ 1,000,000, plus remuneratory interest. 480,000 Debentures of the First Series, 200,000 Debentures of the Second Series and 670,000 Debentures of the Third Series were issued, with maturities, respectively, of five, seven and ten years from the issue date. The debentures of the first series carry remuneratory interest at the rate of CDI + 0.90% p.a., and the debentures of the second and third series will be subject to adjustment of their nominal unit value by the IPCA/IBGE index plus payment of remuneratory interest of 6.00% p.a. and 6.20% p.a., respectively. Cemig provided a surety guarantee for the 3rd debenture issue of Cemig GT.

 

b)Issue of Promissory Notes by Taesa

 

On May 25, 2012, Taesa issued 181 promissory notes with nominal unit value of R$5,000, for a total of R$905,000, with maturity on May 20, 2013. The issue was approved by the Extraordinary General Meeting of Stockholders held on May 23, 2012.The notes will pay interest equal to 104% of the daily average over extra-grupo DI (Interbank Deposit) Rate, expressed as an annual percentage, on the 252 business days basis, calculated and published daily by Cetip — the Securities Custody and Financial Settlement Center on its website http://www.cetip.com.br .  The Issuer’s net proceeds from the Notes were used for payment of the Agreement to Purchase Shares held by Abengoa Concessões Brasil Holding S.A in União de Transmissoras de Energia Elétrica S.A — Unisa.

 

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Table of Contents

 

c) Covenants

 

Cemig and its subsidiaries Cemig Distribuição and Cemig Geração e Transmissão have contracts for loans and financing which contain covenants, requiring compliance on a semi-annual basis at the end of June and December each year.

 

On June 30, 2012, one of Cemig’s clauses was not complied with.  However, the company obtained consent from its creditors prior to the stipulated date that they would not exercise their rights to demand immediate or early payment of amounts owed before December 31, 2012.

 

On June 30, 2012 Cemig GT was non-compliant with the covenant relating to the ratio Debt / Stockholders’ equity + loans.  Its value for this ratio on that date was 62.20%, higher than the contracted limit of 61%. Formal waiver from the creditors, agreeing that they would not exercise the rights to require immediate or early payment, was obtained on dates subsequent to June 30, 2012, and for this reason the contracts in which these clauses were not complied with are recorded in Current liabilities. The amount reclassified to the current liabilities as a result of the covenants was R$2,882,369.

 

On August 13, 2012 the Company obtained a formal waiver from the creditor, to the effect that it will not demand early settlement of this liability.

 

d) Debentures

 

The debentures issued by the Company’s subsidiaries and jointly-controlled subsidiaries are simple, non-convertible.

 

18.           REGULATORY CHARGES

 

 

 

Consolidated

 

 

 

06/30/2012

 

12/31/2011

 

Global Reversion Reserve – RGR

 

77,063

 

58,930

 

Fuel Consumption Account – CCC

 

44,498

 

68,492

 

Energy Development Account – CDE

 

55,573

 

45,436

 

Eletrobrás – Compulsory loan

 

1,207

 

1,207

 

ANEEL inspection charge

 

4,681

 

4,631

 

Energy Efficiency

 

155,549

 

147,724

 

Research and Development

 

209,102

 

216,524

 

Energy System Expansion Research

 

3,584

 

4,093

 

National Scientific and Technological Development Fund

 

8,067

 

7,803

 

Alternative Energy Program – Proinfa

 

4,469

 

22,772

 

Emergency capacity charge

 

49,281

 

49,319

 

0.30% additional payment – Law 12111/09

 

4,411

 

3,500

 

 

 

617,485

 

630,431

 

Current liabilities

 

390,382

 

368,229

 

Non-current liabilities

 

227,103

 

262,202

 

 

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Table of Contents

 

19.           EMPLOYEE POST-RETIREMENT BENEFITS

 

The Forluz Pension Fund

 

The changes in net liabilities are as follows:

 

 

 

Pension plans and
retirement
supplement plans

 

 

 

 

 

Life

 

 

 

Parent Company

 

FORLUZ

 

Health Plan

 

Dental Plan

 

Insurance

 

Total

 

Net liabilities as at December 31, 2011

 

41,697

 

29,710

 

1,625

 

26,919

 

99,951

 

Expenses incurred

 

2,339

 

2,410

 

59

 

2,587

 

7,395

 

Contributions paid

 

(3,220

)

(1,340

)

(21

)

(359

)

(4,940

)

Net liabilities June 30, 2012

 

40,816

 

30,780

 

1,663

 

29,147

 

102,406

 

Current liabilities

 

2,990

 

 

 

 

2,990

 

Non current liabilities

 

37,826

 

30,780

 

1,663

 

29,147

 

99,416

 

 

 

 

Pension plans and
retirement supplement
plans

 

Health

 

 

 

Life

 

 

 

Consolidated

 

FORLUZ

 

BRASLIGHT

 

Plan

 

Dental Plan

 

Insurance

 

Total

 

Net liabilities as at December 31, 2011

 

846,581

 

355,961

 

567,394

 

30,718

 

486,505

 

2,287,159

 

Expenses incurred

 

47,500

 

22,435

 

36,247

 

720

 

30,029

 

136,931

 

Contributions paid

 

(64,888

)

(23,651

)

(27,132

)

(425

)

(6,397

)

(122,493

)

Net liabilities June 30, 2012

 

829,193

 

354,745

 

576,509

 

31,013

 

510,137

 

2,301,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

60,390

 

36,688

 

 

 

 

97,078

 

Non current liabilities

 

768,803

 

318,057

 

576,509

 

31,013

 

510,137

 

2,204,519

 

 

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

 

The amounts that are recorded as expenses in the Profit and loss account refer to the portions of the costs of the post-employment obligations plus the effects of monetary updating on the plan.

 

20.           PROVISIONS

 

Cemig and its subsidiaries and jointly-controlled subsidiaries are parties to various legal proceedings in Brazil arising from the normal course of business, regarding tax, environmental,  labor, civil and other issues.

 

Proceedings in which the Company is a debtor

 

The Company and its subsidiaries and jointly-controlled subsidiaries have recorded provisions for contingenies for the proceedings where the expectation of loss is considered as probable and that an outflow of resources will be required to settle the obligation, as follows:

 

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Table of Contents

 

 

 

Consolidated

 

 

 

Balance in
12/31/2011

 

Additions
(–) Reversals

 

Write-off

 

Balance in
06/30/2012

 

Labor claims

 

135,121

 

(7,429

)

(10,646

)

117,046

 

 

 

 

 

 

 

 

 

 

 

Civil lawsuits

 

 

 

 

 

 

 

 

 

Consumer relations

 

88,195

 

(1,304

)

(2,214

)

84,677

 

Other civil cases

 

61,710

 

38,380

 

(8,378

)

91,712

 

 

 

149,905

 

37,076

 

(10,592

)

176,389

 

 

 

 

 

 

 

 

 

 

 

Tax

 

117,637

 

1,224

 

(1

)

118,860

 

Environmental

 

56,635

 

1,649

 

(5,714

)

52,570

 

Regulatory

 

78,137

 

(8,404

)

(2,351

)

67,382

 

Other

 

12,004

 

9,444

 

(241

)

21,207

 

 

 

 

 

 

 

 

 

 

 

Total

 

549,439

 

33,560

 

(29,545

)

553,454

 

 

 

 

Parent Company

 

 

 

Balance in
12/31/2011

 

Additions
(–) Reversals

 

Write-off

 

Balance in
06/30/2012

 

Labor claims

 

58,902

 

(9,351

)

(1,214

)

48,337

 

 

 

 

 

 

 

 

 

 

 

Civil lawsuits

 

 

 

 

 

 

 

 

 

Consumer relations

 

35,413

 

(10,568

)

(94

)

24,751

 

Other civil cases

 

16,178

 

12,028

 

(290

)

27,916

 

 

 

51,591

 

1,460

 

(384

)

52,667

 

 

 

 

 

 

 

 

 

 

 

Tax

 

33,342

 

(4,550

)

 

28,792

 

Environmental

 

207

 

513

 

 

720

 

Regulatory

 

38,210

 

(6,174

)

(88

)

31,948

 

Other

 

3,700

 

1,575

 

(179

)

5,096

 

 

 

 

 

 

 

 

 

 

 

Total

 

185,952

 

(16,527

)

(1,865

)

167,560

 

 

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

 

The details on the principal Contingency provisions and Contingent liabilities are as follows:

 

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

 

Labor claims

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in numerous legal actions brought by its employees and by outsourced employees. In addition to these actions, there are others relating to outsourcing of labor, complementary additions to or calculation of retirement pension payments by Forluz, and salary adjustments.

 

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Table of Contents

 

The value of the contingency for the total of these cases is approximately R$ 512,852 (R$ 523,697 on December 31, 2011), of which R$ 117,046 has been provisioned (R$ 135,121 on December 31, 2011).

 

Consumer relations

 

Cemig is a party in numerous civil actions relating to indemnity for pain and suffering arising, principally, from incidents involving the electricity distribution network, allegations of irregularity in measurement of consumption, and claims of undue charging, occurring in the normal course of business, in the total amount of R$ 184,080 (R$ 189,088 on December 31, 2011), of which R$ 84,964 has been provisioned (R$ 88,195 on December 31, 2011).

 

Among these actions there are proceedings relating to the accident on February 27, 2011 in the town of Bandeira do Sul. The greater significance of these actions is not related exclusively to their financial impact, but also to the exposure of the Company’s image.

 

Regulatory matters: Tariff increases — the “Cruzado” Plan

 

Several industrial consumers filed actions against Cemig seeking reimbursement for the amounts paid as a result of the tariff increase during the federal government’s economic stabilization plan known as the “Cruzado Plan” in 1986, alleging that the said increase violated the control of prices instituted by that plan.

 

The value of the contingency for the total of these cases is approximately R$ 40,740 (R$ 47,124 on December 31, 2011), of which R$ 31,447 has been provisioned (R$ 37,824 on December 31, 2011).

 

Environmental actions

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in various actions involving environmental subjects, which involve protected areas, environmental licenses, recovery of environmental damages, and other matters, in the approximate total amount of R$ 76,218 (R$79,468 on December 31, 2011) of which the Company has provisioned R$ 52,570 (R$56,635 on December 31, 2011).

 

Santo Antônio Energia has made provisions for social and/or environmental situations, for estimates of expenses that will be incurred to mitigate the impacts caused by the construction of the Santo Antônio Hydroelectric Plant, in compliance with programs specified in Installation License 540 of 2008, in the amount of R$ 404,188 (R$ 452,643 on December 31, 2011). Cemig’s proportionate interest in this amount represents R$ 40,419 (R$ 45,264 on December 31, 2011).The environmental expenses provisioned were recorded as a cost of PP&E under construction — Reservoirs, dams and watercourses

 

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Table of Contents

 

Additionally, the Company is defendant in various other class actions, mostly related to environmental damage, calling for indemnity, recovery of areas alleged to be degraded and compensation measures that will be, in most cases, defined in the course of the action. These actions may also benefit third parties not directly involved in the proceedings, who may be entitled to further reparations or indemnity.

 

ICMS (local state value added tax)

 

Since 1999, Light has been inspected on various occasions by the tax authority of Rio de Janeiro State in relation to the ICMS, charged by states. Infringement notices received so far and not paid are the subject of contestation in the administrative and legal spheres. The management, based on the opinion of its counsel and on analyzing the amounts involved in the infringement notices, believes that only part of these amounts represents a risk of loss that can be assessed as “probable”, and this part is provisioned in the amount of R$ 110,724 (R$ 104,938 on December 31, 2011), Cemig’s proportionate participation representing the amount of R$ 35,972 (R$ 34,092 on December 31, 2011).

 

Gasmig has made a provision relating to credits of the ICMS on acquisition of a property, plant and equipment asset used in its network, and for its application to the amount taxable by the PIS and Cofins taxes, totaling R$ 25,686 (R$ 28,838 on December 31, 2011); Cemig’s portion of this represents R$ 14,177 (R$ 15,916 on December 31, 2011).

 

Additionally, the Company is defendant in various actions relating to ICMS in relation to which, if it eventually has to pay the tax applicable to these transactions, it will be able to require reimbursement from consumers to recover the amount of the tax plus any penalty payment. The principal cases are:

 

(i)

A case relating to non-payment of ICMS on the installments that comprise the TUSD and on demand contracted and not used, which were billed over the period from January 2005 through December 2010, since the amount of the tax applicable was excluded from electricity bills, in compliance with an interim injunction granted.

(ii)

A class action against Cemig D filed by the Minas Gerais Consumer Defense Institute (Instituto Mineiro de Defesa do Consumidor, or Imidec), questioning the charging of ICMS tax on the total of the amount and not only on the service provided.

(iii)

Cemig was served an infringement notice, as co-responsible party, in transactions of sale of excess electricity made by industrial consumers in the period of rationing of electricity, when payment of ICMS on those transactions was demanded by the Tax Department of Minas Gerais State.

 

No provision has been constituted. The estimated amount of the contingency was R$ 398,520 (R$ 434,004 on December 31, 2011).

 

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Table of Contents

 

Contingent liabilities, for cases in which the chances of loss are assessed as “possible” and the Company believes it has arguments of merit for defense

 

Taxes and charges

 

The Company and its subsidiaries and jointly-controlled subsidiaries are parties in numerous administrative and court proceedings in relation to taxes. The following are details of the principal cases:

 

Indemnity for employees’ future “Anuênio” benefit

 

In 2006, the Company paid an indemnity to the employees, totaling R$ 177,686, in exchange for the rights to future payments for time of service which would otherwise be incorporated, in the future, into salaries. The company did not make payments of income tax and social security contribution on this amount because it considered that these obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a differing interpretation by the federal tax authority and the National Social Security Institution (INSS), the Company applied for an order of mandamus, which was granted and allowed a payment into Court, in the amount of R$ 119,700. This is posted in Escrow deposits. The updated value of the contingency is R$ 198,667 (R$ 191,770 on December 31, 2011).

 

Profit sharing

 

The National Social Security Institute (INSS) filed administrative proceedings against the Company in 2006, for non-payment of social security contributions on the amounts paid to employees as profit sharing in the period 2000 to 2004, due to the inspectors believing that the Company had not met the requirements of Law 10101 of 2000. In 2007, an application was made for a court declaration that such payments were not subject to the social security contribution. The Company received a partially favorable decision in 2008, which it has appealed and on which it awaits the second instance decision.

 

No provision has been made for any losses, and the Company believes it has arguments of merit for defense. The amount of the contingency is estimated at R$ 145,463 (R$ 140,875 on December 31, 2011).

 

Social Security contributions

 

The Brazilian Federal Revenue Service (Secretaria da Receita Federal) has opened administrative proceedings against Cemig, Cemig GT and Cemig D, in relation to the social security contributions allegedly owed under various headings: employee shares in profit and results, the Workers’ Food Program (PAT), the auxiliary education contribution, overtime payments, exposure to risk in the workplace, Sest/Senat, and fines for non-compliance with accessory obligations. The Company has presented defenses and awaits judgment. The amount of the contingency is approximately R$ 816,796 (R$ 780,723 on December 31, 2011).

 

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Table of Contents

 

Finsocial tax

 

The Federal government filed an action for rescission against Cemig, to rescind the Appeal Court judgment given in the action for rescission previously filed by Cemig, on the subject of the Finsocial tax, with the argument that Cemig filed its action after the expiry period of two years. The estimated amount of the contingency is R$ 71,174 (R$ 67,926 on December 31, 2011).

 

Refusal to allow offsetting of tax credits

 

The Federal Revenue Department did not homologate the declaration of offsetting of credits arising from undue or excess payment by the Company in relation to various administrative tax proceedings involving the issue of offsetting of federal taxes. The amount of the contingency is R$ 347,144 (R$ 423,856 on December 31, 2011).

 

Corporate tax return — restitution and offsetting

 

The Company is a party in an administrative case involving requests for restitution and compensation of credits arising from tax carryforward balances indicated in the tax return (DIPJ) for the calendar years from 1997 to 2000, and also for excess payments identified by the corresponding tax payment receipts (DARFs and DCTFs). Due to completion of all procedures in the administrative sphere, an ordinary legal action has been filed, in the approximate total amount of R$ 389,027 (R$ 296,377 on December 31, 2011).

 

PIS and Cofins taxes

 

An infringement notice was served on Cemig for alleged underpayment of the PIS and Cofins taxes due to undue exclusions of financial expenses from the basis of calculation of those taxes. In spite of the Company having paid PIS and Cofins on financial revenues, the Federal Revenue Department believes that these amounts were underpaid. The amount of the contingency was R$ 81,112 on December 31, 2011. The assessment of chance of loss in this contingency was altered to “remote” by our legal consultants, due to the Company believing that is has arguments of merit for its defense.

 

The Company is defendant in various legal proceedings, in which the plaintiffs demand suspension of charging of PIS and Cofins, on the argument that it is illegal to charge these taxes on electricity bills. The amount of the contingency was R$ 41,039 on December 31, 2011. The assessment of chance of loss in this contingency was altered to “remote” by our legal consultants, due to the Company believing that is has arguments of merit for its defense.

 

The Social Contribution on Net Profit (Contribuição Social Sobre o Lucro Líquido”, or CSLL)

 

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The Federal Revenue Service issued an infringement notice against Cemig D relating to the CSLL (“Social Contribution”) tax for the 2008 and 2009 taxation periods, contesting constitution by Cemig D of a tax credit in relation to donations and sponsorships of a cultural and artistic nature, punitive fines, and taxes with liability suspended, based on Opinions issued by its consultants and legal advisers. No provision was constituted, and the estimated amount of the contingency was R$ 61,745.

 

Regulatory matters

 

The CRC (Earnings Compensation) Account

 

Prior to 1993, holders of electricity concessions were guaranteed a specified rate of return on investments in assets used to provide services linked to the concession. Tariffs charged were uniform throughout the country, and the profits generated by more profitable concession holders were reallocated to the less profitable ones, in such a way that the rate of return of all the companies was equal to the national average. The deficits were accounted in the “CRC Account” of each concession holder. When the CRC Account and the guaranteed-return concept were abolished, Cemig used its positive balances in the CRC Account to offset its liabilities to the Federal Government.

 

Aneel filed an administrative action against the Company, contesting a credit relating to those positive balances. On October 31, 2002 Aneel issued a final administrative decision. On January 9, 2004, the Office of the National Treasury issued a collection notice in the amount of R$ 516,000. The Company did not make the payment, because it believes that it has arguments of merit for the defense in court, and filed for an order of mandamus to suspend its inclusion in the Listing of Unpaid Public Sector Debts (Cadastro Informativo de Créditos Não Quitados do Setor Público, or Cadin). Although the order of mandamus was denied by the lower court, an appeal was made to the Federal Court of the First Region, which granted Cemig a temporary injunction suspending inclusion in the Cadin.

 

No provision has been made in relation to this action. The estimated amount of the contingent liability is R$ 1,039,813 (R$ 1,014,905 on December 31, 2011).

 

Contribution for Public Illumination (CIP)

 

Cemig is defendant in several class actions, claiming (i) nullity of the clause in the Electricity Supply Contracts for public illumination, signed between the Company and the various municipalities of its concession area, and (ii) restitution by the Company of the difference representing the amounts charged in the last 20 years, in the event that the courts recognize that these amounts were unduly charged. The actions are grounded on a supposed mistake by Cemig in the estimate of time used for the calculation of the consumption of electricity by public illumination, paid for by the Public Illumination Contribution (Contribuição para Iluminação Pública, or CIP).

 

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The Company believes that it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action, the amount of which is estimated at R$ 1,159,035 (R$ 1,183,402 on December 31, 2011).

 

Accounting of electricity sale transactions in the Electricity Trading Chamber (CCEE)

 

In an action dating from August 2002, AES Sul Distribuidora challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market (Mercado Atacadista de Energia, or MAE), the predecessor of the Electricity Trading Chamber (Câmara de Comercialização de Energia Elétrica, or CCEE), during the period of rationing. It obtained an interim judgment in its favor in February 2006, in which it was ordered that Aneel should accede to the plea of AES Sul and, together with the CCEE, re-account, and settle, the transactions during the rationing period, leaving Aneel’s Dispatch 288 of 2002 out of account. This measure was to be put into effect in the CCEE, starting in November 2008, and would have resulted in an additional disbursement for the Company, for the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 129,710 (R$ 123,900 on December 31, 2011). On November 9, 2008 the Company obtained an injunction from the Regional Federal Appeal Court suspending the obligation to deposit the amount owed arising from the Special Financial Settlement carried out by the CCEE. Because of this, no provision has been made for this dispute, since the Company believes it has arguments on the merit for defense against this claim.

 

Tariff increases

 

Exclusion of consumers inscribed as low-income

 

The Federal Public Attorneys’ Office filed a Class Action against the Company and Aneel, requesting exclusion of consumers from classification in the Low-income Residential Tariff sub-category, requesting an order for Cemig D to pay 200% of the amount allegedly paid in excess by consumers. Judgment was given in favor of the plaintiffs, but the Company and Aneel have filed an interlocutory appeal against the decision, and await judgment. The amount of the contingency is approximately R$ 127,790 (R$ 122,531 on December 31, 2011).

 

Periodic Tariff Adjustment — Neutrality of “Portion A”

 

The Municipal Association for Protection of the Consumer and the Environment (Associação Municipal de Proteção ao Consumidor e ao Meio Ambiente, or Amprocom), and the Brazilian Consumers’ Association (Associação Brasileira de Consumidores, or ABC), filed actions against the Company and against Aneel, for identification of all consumers that were allegedly damaged by the processes of periodic review and annual adjustment of electricity rates, in the period 2002 to 2009, and for restitution, through credit on electricity bills, of amounts alleged to be unduly charged as a result of the impact of future variations of electricity consumption demand on components of non-manageable costs (“Portion A”), not being left out of account, and these gains being unduly included in the distributor’s manageable costs

 

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(“Portion B”), allegedly resulting in economic/financial imbalance of the contract. The estimated amount of the contingency is R$ 151,975 (R$ 1,061,804 on December 31, 2011).

 

Tax contingencies of Light Sesa

 

The following are the tax contingencies recognized by Light Sesa in which the chances of losses (i.e. a cash disbursement being necessary to settle the obligation) were assessed as “probable” on December 31, 2011:

 

·                  Demand for payment of corporate income tax and the Social Contribution tax on profits ascertained by the companies LIR and LOI since 1996.

·                  Non-homologation of offsettings of credits of income tax on financial investments, withheld at source (Imposto de renda retido na fonte, or IRRF), against IRRF payable on settlements of electricity bills made by public bodies.

·                  Fine for alleged non-compliance with an accessory obligation relating to delivery of the electronic files for the calendar years 2003 to 2005.

·                  An infringement notice issued to charge ICMS on amounts of the subsidy directed to low-income consumers.

·                  ICMS tax on commercial losses.

·                  Charge for Inspection of Occupation of Public Spaces (Taxa de Fiscalização de Ocupação e de Permanência em Áreas, em Vias e em Logradouros Públicos, or TFOP), made by the municipal prefecture of Barra Mansa.

·                  IRRF on amounts paid by Light Sesa as dividends, on the argument that they arose from non-existent profit.

·                  Infringement notice demanding ICMS tax, arising from the use of accumulated ICMS tax credits of Rheem Embalagens Ltda. in the acquisition of inputs and raw materials within the State of Rio de Janeiro.

 

The part of the total of these cases corresponding to Cemig’s percentage interest in the share capital of Light, is R$ 1,041,760 (R$ 859,568 on December 31, 2011).

 

Cases arising in the normal course of business

 

In addition to the issues described above, Cemig is involved, on the plaintiff or defendant side, in other cases, of smaller scale, related to the normal course of its operations, in the estimated amount of R$ 631,065 (R$ 515,825 on December 31, 2011). Management believes that it has appropriate defense for these actions, and does not expect any significant losses relating to these issues such as might have an adverse effect on the Company’s financial position or profit from its operations.

 

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Action in which the Company is potentially the creditor, in which inflow of economic benefits is assessed as probable

 

Pasep and Cofins — Widening of the calculation base

 

The holding company has legal proceedings challenging expansion, by Law 9718 of November 27, 1998, of the basis of amounts taxable by the Pasep and Cofins taxes, on Financial revenue and on Other non-operational revenues, in the period from 1999 to January 2004. In the event that this action is won in the final instance (i.e. when subject to no further appeal) — and we note that the Federal Supreme Court has ruled on similar proceedings in favor of the taxpayer — the gain, net of income tax and Social Contribution tax, to be registered in the Profit and loss account will be R$ 199,340 (R$ 195,263 on December 31, 2011).

 

21.           SHAREHOLDERS´EQUITY

 

The Company’s share capital on June 30, 2012 is R$4,265,091, in 372,837,085 common shares and 480,181,143 preferred shares, with nominal value of R$ 5.00.

 

Capital increase to be proposed to the Annual Shareholders’ Meeting in April 2012

 

On April 27, 2012 the Board approved the capital increase in Cemig  from R$3,412,073 to R$4,265,091 through the issuing of 170,603,646 new shares, through the capitalization of R$821,527 of the balance of the Profit Retention Reserve and R$31,491 originating from the incorporation of portions of the Loan Assignment Agreement of the remaining balance of the CRC, distributing to shareholders as a result, a bonus of 25% in new shares, of the same kind as the priorly held shares and with a par value of R$5.00, will be proposed.

 

Earnings Per Share

 

Considering that  each class of shares participates equally in the income presented, the earnings per share in the first semester of 2012 and 2011, of R$1.67 and R$1.54, respectively, were calculated based on the weighted average  of the Company’s shares outstanding in each of the abovementioned years.

 

The weighted average number of shares used in calculating basic and diluted earnings per share is as follows:

 

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Weighted average of shares

 

06/30/2012

 

06/30/2011

 

Balance at January 1,

 

 

 

 

 

Common shares

 

298,269,668

 

298,269,668

 

Preferred shares

 

384,144,914

 

384,144,914

 

 

 

682,414,582

 

682,414,582

 

 

 

 

 

 

 

Effects of share issues in April 2012

 

 

 

 

 

Common shares

 

74,567,417

 

 

Preferred shares

 

96,036,229

 

 

 

 

170,603,646

 

 

 

 

 

 

 

 

Weighted average of shares at June 30

 

 

 

 

 

Common shares

 

323,125,474

 

298,269,668

 

Preferred shares

 

416,156,990

 

384,144,914

 

 

 

739,282,464

 

682,414,582

 

 

The Company has no instruments giving rise to dilution. Hence the diluted profit is equal to the basic profit.

 

22.           REVENUE

 

 

 

Consolidated

 

 

 

06/30/2012

 

06/30/2011
Reclassified

 

Supply of electric power (a)

 

9,254,444

 

8,013,119

 

Revenue from use of the electricity distribution grid – TUSD

 

1,031,824

 

903,585

 

Revenue from use of the transmission system

 

746,225

 

642,290

 

Construction revenue of Distribuition

 

639,742

 

660,359

 

Construction revenue of Transmission

 

60,028

 

35,994

 

Other operating income (b)

 

637,599

 

486,277

 

Taxes on revenue (c)

 

(3,807,527

)

(3,347,302

)

Net operating revenue

 

8,562,335

 

7,394,322

 

 

(a)              Supply of electric power

 

The breakdown of the supply of electric power by consumer class is as follows:

 

 

 

MWh (*)

 

R$

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Residential

 

5,786,130

 

5,449,537

 

3,097,815

 

2,612,522

 

Industrial

 

12,629,659

 

12,747,757

 

2,207,014

 

2,083,263

 

Commerce, services and others

 

3,968,559

 

3,541,497

 

1,747,091

 

1,476,599

 

Rural

 

1,273,323

 

1,148,382

 

356,668

 

316,140

 

Governmental entities

 

670,922

 

608,034

 

297,525

 

258,655

 

Public lighting

 

724,336

 

666,924

 

192,563

 

167,278

 

Public service

 

760,213

 

708,963

 

222,900

 

199,443

 

Subtotal

 

25,813,142

 

24,871,094

 

8,121,576

 

7,113,900

 

Own consumption

 

31,381

 

29,471

 

 

 

Unbilled, net

 

 

 

7,757

 

33,648

 

 

 

25,844,523

 

24,900,565

 

8,129,333

 

7,147,548

 

Wholesale supply to other concession holders (**)

 

6,711,378

 

6,821,812

 

827,635

 

759,658

 

Power transactions on CCEE

 

2,919,162

 

3,168,752

 

281,963

 

99,513

 

Sales under the PROINFA program

 

51,307

 

25,578

 

15,513

 

6,400

 

Total

 

35,526,370

 

34,916,707

 

9,254,444

 

8,013,119

 

 


( * ) The MWh column includes of the total electricity sold by Light, proportional to the Company’s equity interest.

( ** ) Includes Contract for Trading of Electricity on the Regulated Market Sale (CCEAR) and bilateral contracts with other agents.

 

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Table of Contents

 

Tariff Review — Cemig Distribuição

 

On April 8, 2012, Aneel approved the result of the Tariff Adjustment of Cemig D (Distribution). The result homologated by Aneel was for an upward adjustment of 5.24%, made up of the following components: (i) Structural component of 2.90%, comprising the non-manageable costs (Portion A) and manageable costs (Portion B); and (ii) Financial components of 2.34%. This will be in effect until April 2013. With the withdrawal of the financial components considered in the 2011 tariff process, of 2.39%, the average effect on the Company’s captive consumers was 3.85%.

 

(b)              Other operational revenues

 

 

 

Consolidated

 

 

 

06/30/2012

 

06/30/2011

 

Supply of gas

 

338,813

 

268,782

 

Charged services

 

8,385

 

7,933

 

Telecommunications services

 

80,010

 

77,737

 

Providing of services

 

59,795

 

50,717

 

Renting

 

49,512

 

35,362

 

Low-income subsidy (*)

 

97,025

 

45,025

 

Others

 

4,059

 

721

 

 

 

637,599

 

486,277

 

 


(*) Revenue recognized arising from the subsidy from Eletrobrás, for the discount given on tariffs charged to low-income consumers.  The amounts were homologated by ANEEL and are reimbursed by Eletrobrás.

 

(c)              Taxes and charges levied on revenue

 

 

 

Consolidated

 

 

 

06/30/2012

 

06/30/2011

 

Income Taxes

 

 

 

 

 

ICMS

 

1,943,773

 

1,710,308

 

COFINS

 

811,941

 

719,469

 

PIS and PASEP

 

176,427

 

156,215

 

Others

 

3,286

 

2,525

 

 

 

2,935,427

 

2,588,517

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve – RGR

 

146,066

 

91,696

 

Energy Efficiency Program – PEE

 

11,611

 

20,143

 

Energy Development Account – CDE

 

289,941

 

245,275

 

Fuel Consumption Account – CCC

 

341,891

 

335,546

 

Research and Development – R&D

 

23,078

 

18,575

 

National Scientific and Technological Development Fund

 

19,865

 

16,337

 

Energy System Expansion Research – EPE (Mining and Energy Ministry)

 

9,925

 

8,167

 

Emergency Capacity Charge

 

12,690

 

8,520

 

0.30% Surcharge (Law 12111/09)

 

17,033

 

14,526

 

 

 

872,100

 

758,785

 

 

 

3,807,527

 

3,347,302

 

 

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Table of Contents

 

23.    OPERATING COSTS AND EXPENSES

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Personnel (a)

 

652,126

 

604,170

 

21,977

 

25,145

 

Employee and managers´ profit sharing

 

118,355

 

24,090

 

8,924

 

(1,714

)

Post-employment obligations

 

69,874

 

61,775

 

5,055

 

4,218

 

Materials

 

33,938

 

47,230

 

54

 

84

 

Outsourced services (b)

 

510,608

 

468,974

 

5,700

 

2,920

 

Electricity purchased for resale (c)

 

2,531,579

 

2,092,104

 

 

 

Depreciation and amortization

 

482,715

 

476,130

 

185

 

176

 

Charges for use of water resources

 

95,535

 

74,349

 

 

 

Provisions (reversals) for operating losses (d)

 

96,533

 

106,826

 

(16,656

)

763

 

Charges for the use of transmission facilities of the basic grid

 

485,189

 

382,250

 

 

 

Gas purchased for resale

 

217,878

 

142,831

 

 

 

Cost of constructions of Infrastructure

 

697,843

 

695,438

 

 

 

Other operating expenses, net (e)

 

178,873

 

165,283

 

16,785

 

8,158

 

 

 

6,171,046

 

5,341,450

 

42,024

 

39,750

 

 

a)     Personnel Expenses

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Salary and payroll charges

 

586,199

 

547,055

 

22,774

 

18,413

 

Supplementary pension contributions — defined-contribution plan

 

33,242

 

30,924

 

2,106

 

1,883

 

Assistance benefits

 

64,897

 

61,343

 

1,982

 

1,891

 

 

 

684,338

 

639,322

 

26,862

 

22,187

 

Temporary Voluntary Retirement Program — PDV

 

15,024

 

10,219

 

254

 

3,166

 

(-) Personnel costs transferred to construction in progress

 

(47,236

)

(45,371

)

(5,139

)

(208

)

 

 

(32,212

)

(35,152

)

(4,885

)

2,958

 

 

 

652,126

 

604,170

 

21,977

 

25,145

 

 

b)     Outsourced Services

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Collection agents / Meter readers / Bill delivery agents

 

86,931

 

70,122

 

 

 

Communication

 

49,262

 

58,122

 

503

 

881

 

Maintenance of electrical facilities and equipment

 

122,998

 

93,901

 

41

 

19

 

Building maintenance and cleaning

 

35,047

 

30,477

 

49

 

23

 

Contracted labor

 

15,401

 

8,222

 

315

 

38

 

Freight and airfares

 

5,780

 

4,670

 

808

 

604

 

Accommodation and meals

 

8,372

 

10,106

 

163

 

107

 

Security

 

11,027

 

10,221

 

 

 

Management consulting

 

24,983

 

6,394

 

2,200

 

245

 

Maintenance of furniture and fixtures

 

18,280

 

19,873

 

18

 

38

 

Vehicle maintenance

 

5,443

 

13,463

 

19

 

17

 

Disconnections and reconnections

 

19,331

 

22,769

 

 

 

Environment

 

12,653

 

11,840

 

21

 

 

Photocopy service

 

4,439

 

3,860

 

29

 

105

 

Pruning trees services

 

11,732

 

11,271

 

 

 

Court and Lawyer costs

 

5,880

 

3,389

 

1,132

 

119

 

Clean tracks

 

16,407

 

15,943

 

 

 

Others

 

56,642

 

74,331

 

402

 

724

 

 

 

510,608

 

468,974

 

5,700

 

2,920

 

 

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Table of Contents

 

c)     Electricity purchased for resale

 

 

 

Consolidated

 

 

 

06/30/2012

 

06/30/2011

 

From Itaipu Binacional

 

513,724

 

434,950

 

Spot market

 

356,068

 

170,246

 

PROINFA

 

131,663

 

98,690

 

Bilateral contracts

 

290,900

 

242,662

 

Electricity acquired in Regulated Market auctions

 

1,175,865

 

1,003,729

 

Electricity acquired on the Free Market

 

260,343

 

306,378

 

PASEP and COFINS credits

 

(196,984

)

(164,551

)

 

 

2,531,579

 

2,092,104

 

 

d)     Operating provisions (reversals)

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Pension plan premiums

 

(1,761

)

3,985

 

34

 

(248

)

Allowance for doubtful accounts receivable

 

77,269

 

64,247

 

 

 

Provision

 

 

 

 

 

 

 

 

 

Labor Claims

 

(5,841

)

5,444

 

(9,351

)

 

Civil Lawsuits

 

25,875

 

(6,647

)

1,460

 

(14,394

)

Tax

 

(4,417

)

 

(4,713

)

 

Environmental

 

1,650

 

 

513

 

 

Regulatory matters

 

(9,350

)

19,451

 

(6,174

)

12,076

 

Other

 

13,108

 

20,346

 

1,575

 

3,329

 

 

 

21,025

 

38,594

 

(16,690

)

1,011

 

 

 

96,533

 

106,826

 

(16,656

)

763

 

 

e)     Other operating expenses, net

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Leases and rentals

 

51,769

 

44,521

 

389

 

416

 

Advertising and publicity

 

4,320

 

7,680

 

135

 

357

 

Own consumption of electric power

 

7,280

 

11,646

 

 

 

Subsidies, grants and donations

 

10,830

 

9,231

 

632

 

444

 

ANEEL inspection charge

 

23,339

 

22,670

 

 

 

License fee - TDRF (*)

 

7

 

14,991

 

 

 

Onerous concessions

 

12,074

 

11,178

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

22,198

 

10,473

 

224

 

84

 

Insurance

 

5,138

 

4,701

 

812

 

421

 

CCEE Annual fee

 

2,739

 

3,248

 

1

 

2

 

FORLUZ — Current Administration expense

 

11,296

 

6,434

 

555

 

381

 

Net loss on deactivation and disposal assets

 

7,083

 

6,708

 

43

 

2

 

Other expenses

 

20,800

 

11,802

 

13,994

 

6.051

 

 

 

178,873

 

165,283

 

16,785

 

8.158

 

 


(* )TFDR - License charge for use or occupation of land-adjoining highways.

 

Operating leases

 

The Company has operating lease contracts related primarily to vehicles and buildings used in building its operational activities and are not relevant in relation to the total costs of the Company.

 

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24.    NET FINANCIAL INCOME (EXPENSES)

 

 

 

Consolidated

 

Parent Company

 

 

 

06/30/2012

 

06/30/2011
Reclassified

 

06/30/2012

 

06/30/2011
Reclassified

 

FINANCIAL INCOME

 

 

 

 

 

 

 

 

 

Income from financial investments

 

137,451

 

198,171

 

18,316

 

15,184

 

Charges on arrears of overdue electricity bills

 

84,359

 

77,878

 

 

 

Monetary updating

 

23,837

 

50,200

 

4,506

 

2,715

 

Monetary updating on escrow account (note 11)

 

10,767

 

 

10,767

 

 

Interest and monetary gains on account receivables from the the Government of the State of Minas Gerais

 

78,291

 

79,358

 

 

 

Foreign exchange Gain

 

30,273

 

16,047

 

 

33

 

PASEP and COFINS on financial revenues

 

(1,109

)

(797

)

(1,096

)

(786

)

Gains on financial instruments

 

25,386

 

 

 

 

Adjustment to present value

 

1,596

 

1,746

 

 

 

FIDC revenues

 

 

 

36,285

 

25,515

 

Other income

 

53,919

 

19,836

 

4,067

 

3,239

 

 

 

444,770

 

442,439

 

72,845

 

45,900

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Interest on loans, financings and debentures

 

(663,987

)

(668,201

)

(56,053

)

(23,728

)

Foreign exchange losses

 

(58,799

)

(3,328

)

(5

)

(3

)

Monetary losses — loans, financing and debentures

 

(80,070

)

(96,166

)

 

 

Monetary losses — onerous concessions

 

(13,075

)

(13,140

)

 

 

Monetary losses — R&D e PEE

 

(13,470

)

(17,264

)

 

 

Monetary losses — Other

 

(26,029

)

(8,683

)

 

 

Losses on financial instruments

 

 

(13,527

)

 

 

Monetary losses and charges on post-employment obligations

 

(67,057

)

(62,703

)

(2,339

)

(3,091

)

Other

 

(86,995

)

(53,450

)

(570

)

(2,220

)

 

 

(1,009,482

)

(936,462

)

(58,967

)

(29,042

)

NET FINANCIAL EXPENSES

 

(564,712

)

(494,023

)

13,878

 

16,858

 

 

PASEP and COFINS expenses are due on the interest on shareholders’ equity.

 

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25.    RELATED PARTY TRANSACTIONS

 

The main balances and transactions with parties related to Cemig and its subsidiaries and jointly controlled subsidiaries are as follows:

 

 

 

Parent Company

 

 

 

ASSETS

 

LIABILITIES

 

REVENUE

 

EXPENSES

 

ENTITIES

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

12/31/2011

 

06/30/2012

 

06/30/2011

 

06/30/2012

 

06/30/2011

 

Cemig Distribuição S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation agreement (1)

 

 

 

 

4,146

 

 

 

 

 

Dividends and interest on Capital

 

352,781

 

109,215

 

 

 

 

 

 

 

 

Non current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation agreement (1)

 

216

 

10,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation agreement (1)

 

 

 

20

 

20

 

 

 

 

 

Dividends and interest on Capital

 

166,733

 

 

 

 

 

 

 

 

Non current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cooperation agreement (1)

 

133

 

7,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and interest on Capital

 

 

19,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia de Gás de Minas Gerais S.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and interest on Capital

 

30,006

 

21,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empresa Regional de Transmissão de Energia S.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and interest on Capital

 

10,289

 

8,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Empresa Amazonense de Transmissão de Energia S.A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends and interest on Capital

 

5,751

 

4,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Governo do Estado de Minas Gerais

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Circulante

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and resalers (2)

 

7,576

 

6,657

 

 

 

46,593

 

43,150

 

 

 

Consumers and resalers (3)

 

6,617

 

25,016

 

 

 

 

 

 

 

Recoverable or payable taxes — VAT (4)

 

113,443

 

118,353

 

341,928

 

325,201

 

(1,549,640

)

(1,049,284

)

 

 

Não Circulante

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Account receivable from the Government of the State of Minas Gerais— CRC (5)

 

1,819,052

 

1,830,075

 

 

 

42,006

 

53,843

 

 

 

Recoverable or payable taxes — VAT (4)

 

238,292

 

211,976

 

 

 

 

 

 

 

Dividends and interest on Capital

 

 

 

144,171

 

265,700

 

 

 

 

 

Debentures (6)

 

 

 

49,740

 

46,896

 

 

 

(2,845

)

(7,131

)

Financings — Minas Gerais Development Bank (BDMG)(7)

 

 

 

14,275

 

14,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forluz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee post-retirement obligations (8)

 

 

 

97,078

 

100,591

 

 

 

(69,874

)

(61,775

)

Personnel Expenses (9)

 

 

 

 

 

 

 

(33,242

)

(30,924

)

Administrative costs (10)

 

 

 

 

 

 

 

(11,296

)

(6,434

)

Non current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee post-retirement obligations (8)

 

 

 

2,204,519

 

2,186,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Saúde

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health and Dental Plan (11)

 

 

 

11,152

 

20,658

 

 

 

(20,680

)

(10,443

)

 

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The main conditions with respect to the business dealings between related parties are presented below:

 

(1)

Technical cooperation agreement between Cemig, Cemig Distribuição and Cemig Geração e Transmissão established by ANEEL Instruction 3924/2008;

(2)

Sale of electric power to the the Government of the State of Minas Gerais, where the transactions made in terms equivalent to those which prevail in the transactions with independent parties, considering that the price of the power is the price defined by ANEEL through a resolution referring to the Company’s annual tariff adjustment;

(3)

A substantial portion of the amount refers to the renegotiation of a debt originating from the sale of electricity to Copasa, with a forecast for payment not later than September 2012, and financial updating by the IGP—M + 0.5% per month;

(4)

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

(5)

Injection of the credits from the CRC into a Receivables Fund in senior and subordinated quotas. For more information please see Note 10;

(6)

Private issue of non-convertible debentures for R$120,000, restated by the IGP—M , for completion of the Irapé hydroelectric power station, with redemption after 25 years from the date of issue. The amount at December 31, 2009 was adjusted to present value;

(7)

Financing of the subsidiaries Transudeste, Transleste and Transirapé with maturity in 2019 (long-term interest rate (TJLP) + 4. 5% p.a. and UMBndes 4.54% p.a.), and of Transleste, in 2017 and 2025 (rates of 5% p.a. and 10% p.a.);

(8)

Part of the contracts of FORLUZ is adjusted by the IPCA (Amplified Consumer Price Index) of IBGE (Brazilian Institute of Geography and Statistics), and part is adjusted based on the Salary Adjustment Index of the employees of CEMIG, Cemig Geração e Transmissão and Cemig Distribuição, excluding productivity factors, plus 6% p.a., with amortization up to 2024. For more information please see Note 19;

(9)

Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Note 19), calculated on the monthly payroll and salary expenses incurred in accordance with the fund’s regulations;

(10)

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

(11)

Cemig´s contributions to the employees’ health and dental plans;

 

Remuneration of Key Management Personnel

 

The total remuneration paid to the members of the Board of Directors and the Chief Officers during the first semester of 2012 and 2011 is as follows:

 

 

 

30/6/2012

 

30/6/2011

 

Remuneration

 

4,724

 

4,107

 

Profit sharing

 

721

 

311

 

Post-retirement benefits

 

383

 

226

 

Assistance benefits

 

77

 

49

 

Total

 

5,905

 

4,693

 

 

For more information on the main transactions, see Notes 7,10,16,17,19,22 and 23.

 

26.    FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

The financial instruments of the Company, its subsidiaries and jointly-controlled subsidiaries are restricted to Cash and cash equivalents, marketable securities, accounts receivable from consumers and traders, accounts receivable from the Government of the State of Minas Gerais, financial assets of the concession, loans and financing, obligations with debentures, employee post-retirement benefits and derivatives, where the gains and losses obtained in the transactions are fully recorded on an accrual basis.

 

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Table of Contents

 

The financial instruments of the Company, its subsidiaries and jointly-controlled subsidiaries were recognized at fair value and are classified as follows:

 

·                  Loans and receivables: Cash, Receivables from consumers and traders, Concessionaires — transport of Power, Receivables from the Government of the State of Minas Gerais and financial assets of the concession are encountered in this category. They are recognized at their face realization value and are similar to their fair values.

 

·                  Financial instruments at fair value through profit or loss: In this category cash and cash equivalents, marketable securities and derivative instruments (mentioned in item b) are encountered. They are stated at fair value, and the gains or losses are recognized directly in the income statement.

 

·                  Non-derivative financial instruments: Loans and financing, and obligations with debentures, employee post-retirement benefits, concessions payable and suppliers. They are measured at amortized, using the effective interest rate method;

 

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

 

 

 

06/30/2012

 

12/31/2011

 

Financial instruments catagories

 

Book value

 

Fair value

 

Book value

 

Fair value

 

Assets:

 

 

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

 

 

 

 

Cash and bank accounts

 

88,059

 

88,059

 

157,890

 

157,890

 

Accounts receivable from consumers and traders

 

2,700,970

 

2,700,970

 

2,708,316

 

2,708,316

 

Concession holders — transport of power

 

464,669

 

464,669

 

427,060

 

427,060

 

Account receivable from the Government of the State of Minas Gerais

 

1,819,052

 

1,819,052

 

1,830,075

 

1,830,075

 

Financial assets of the concession

 

10,742,693

 

10,742,693

 

9,897,857

 

9,897,857

 

 

 

15,815,443

 

15,815,443

 

15,021,198

 

15,021,198

 

Held to maturity

 

 

 

 

 

 

 

 

 

Marketable securities

 

184,531

 

184,531

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value through profit or loss:

 

 

 

 

 

 

 

 

 

Held for trading

 

 

 

 

 

 

 

 

 

Cash equivalents - Short-term investments

 

2,247,211

 

2,247,211

 

2,704,600

 

2,704,600

 

Marketable securities

 

835,964

 

835,964

 

358,987

 

358,987

 

 

 

3,083,175

 

3,083,175

 

3,063,587

 

3,063,587

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments - Contract swap

 

17,763

 

17,763

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Stated at amortized cost

 

 

 

 

 

 

 

 

 

Suppliers

 

1,295,201

 

1,295,201

 

1,196,637

 

1,196,637

 

Employee post-retirement benefits

 

2,301,597

 

2,301,597

 

2,287,159

 

2,287,159

 

Concessions payable

 

169,030

 

169,030

 

137,687

 

137,687

 

Loans, financing and debentures

 

16,042,513

 

16,082,019

 

15,779,069

 

15,767,142

 

 

 

19,808,341

 

19,847,847

 

19,400,552

 

19,388,625

 

Fair value through profit or loss :

 

 

 

 

 

 

 

 

 

Derivative instruments - Contract swap

 

 

 

25,143

 

39,410

 

 

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Table of Contents

 

a) Risk management

 

Corporate risk management is a management tool that is part of the Company’s corporate governance practices and is aligned with the planning process which defines the Company’s strategic business objectives.

 

The Company has a Financial Risks Management Committee, the purpose of which is to implement guidelines and monitor the financial risk of transactions that could negatively affect the Company’s liquidity and profitability, recommending hedge strategies to control the Company’s exposures to foreign exchange rate, interest rate and inflation risks. These strategies are aligned with the Company’s overall strategy.

 

One of the most important objectives of the Financial Risks Management Committee is to provide reasonable predictability to the Company’s cash flow for a maximum future period of 12 months, considering the economic scenario disclosed by an external consultant.

 

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

 

Exchange Rate Risk

 

Cemig and its subsidiaries and jointly-controlled subsidiaries are exposed to market risk from adverse changes in foreign currency rates, especially the U.S. Dollar against the Brazilian Real, which could potentially have a significant impact on their indebtedness, profit and cash flow. In order to reduce its exposure to adverse changes in foreign currency rates, as at June 30, 2012 and December 31, 2011 the Company held certain hedge contracts, which are described in more detail in item “b” below.

 

The tables below provide summary information regarding the exposure to the exchange rate risk:

 

 

 

Consolidated

 

EXCHANGE RATES EXPOSURE

 

06/30/2012

 

06/30/2012

 

U.S. Dollar

 

 

 

 

 

Loans and Financing

 

301,212

 

318,947

 

Supplier-Eletrobrás —Itaipu electric power

 

225,499

 

198,280

 

(+/–) Contracted hedge/swap

 

(17,440

)

(32,312

)

 

 

509,271

 

484,915

 

Other foreign currencies

 

 

 

 

 

Loans and Financing — Euro

 

37,243

 

37,299

 

UMBNDES

 

2,677

 

2,661

 

Net liabilities exposed to exchange rate risk

 

39,920

 

39,960

 

 

 

549,191

 

524,875

 

 

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Table of Contents

 

Exchange Rate Sensitivity Analysis

 

Based on information received from its financial consultants, the Company estimates that in a probable scenario the depreciation of the exchange rates of foreign currencies against the Brazilian Real as at June 30, 2013 will be 5.49% for the U.S. Dollar (to US$1=R$1.910) and 7.42% for the Euro (to €1 = R$2.371).  In the table below, the Company has performed a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% appreciation and a 50% appreciation of the foreign currencies as compared to the increase assumed in the probable scenario. The Company has designated these alternative appreciation scenarios as Possible and Remote, respectively.

 

Risk – Exchange Variation

 

Base scenario
Jun 30, 2012

 

Probable
scenario

 

Possible
scenario:
Foreign currency
appreciation of
25%

 

Remote
scenario: Foreign
currency
appreciation of
50%

 

U.S. Dollar

 

 

 

 

 

 

 

 

 

Loans and Financing

 

301.212

 

284.671

 

355.839

 

427.007

 

Supplier-Eletrobrás —Itaipu electric power

 

225.499

 

213.116

 

266.395

 

319.674

 

(+/–) Contracted hedge/swap

 

(17.440

)

(16.482

)

(20.603

)

(24.723

)

 

 

509.271

 

481.305

 

601.631

 

721.958

 

Other foreign currencies

 

 

 

 

 

 

 

 

 

Loans and Financing — Euro

 

37.243

 

34.481

 

43.101

 

51.721

 

UMBNDES

 

2.677

 

2.478

 

3.098

 

3.718

 

 

 

39.920

 

36.959

 

46.199

 

55.439

 

Net liabilities exposed to exchange rate risk

 

549.191

 

518.264

 

647.830

 

777.397

 

Net effect

 

 

 

30.927

 

(98.639

)

(228.206

)

 

Interest Rate Risk

 

The Company and its subsidiaries and joiontly-controlled subsidiaries is exposed to the risk of increase in international interest rates, affecting loans and financings in foreign currency with floating interest rates, especially Libor, in the amount of R$239,621 on June 30, 2012 (R$207,489 on December 31, 2011).

 

With regard to the risk of rising domestic interest rates, the Company’s exposure is a function of Net Liabilities, indexed to the Selic rate and CDI, as shown below:

 

 

 

Consolidated

 

EXPOSURE TO CHANGES IN DOMESTIC INTEREST RATES

 

06/30/2012

 

31/12/2011

 

Assets

 

 

 

 

 

Cash and cash equivalents (Note 4)

 

2,247,211

 

2,704,600

 

Marketable securities (Note 5)

 

1,020,495

 

358,987

 

Restricted Cash

 

52,238

 

3,386

 

 

 

3,319,944

 

3,066,973

 

Liabilities

 

 

 

 

 

Loans, financing and debentures (Note 17)

 

(8,679,287

)

(9,274,474

)

Contracted hedge/swap (interest rates)

 

(600,000

)

(600,000

)

Contracted hedge/swap (exchange rates)

 

(17,440

)

(32,312

)

 

 

(9,296,727

)

(9,906,786

)

Net liabilities exposed to domestic interest rate risk

 

(5,976,783

)

(6,839,813

)

 

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Table of Contents

 

Interest Rate Sensitivity Analysis

 

The Company estimates that, under a Probable scenario, the SELIC rate as at June 30, 2013 will be 7.50%. The Company has performed a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% and 50% increase assumed in the probable scenario. The Company has designated these alternative scenarios as Possible and Remote, respectively. The CDI rate follows the increase in the SELIC rate.

 

The following scenarios are presented in conformity with the Company’s base, optimistic and pessimistic scenarios, which are based on its financial consultants, as described in the Company’s hedge policy.

 

Domestic Interest Rate Risk Exposure

 

Base
scenario:
06/30/2012

 

Probable
scenario: SELIC
7.50%

 

Possible
scenario:
SELIC 9.38%

 

Remote
scenario:
SELIC 11.25%

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 4)

 

2,247,211

 

2,415,752

 

2,457,887

 

2,500,022

 

Marketable securities (Note 5)

 

1,020,495

 

1,097,032

 

1,116,166

 

1,135,301

 

Restricted Cash

 

52,238

 

56,156

 

57,135

 

58,115

 

 

 

3,319,944

 

3,568,940

 

3,631,188

 

3,693,438

 

Liabilities

 

 

 

 

 

 

 

 

 

Loans, financing and debentures (Note 17)

 

(8,679,287

)

(9,330,234

)

(9,492,970

)

(9,655,707

)

Contracted hedge/swap (interest rates)

 

(600,000

)

(643,200

)

(654,000

)

(667,500

)

Contracted hedge/swap (exchange rates)

 

(17,440

)

(18,748

)

(19,075

)

(19,402

)

 

 

(9,296,727

)

(9,992,182

)

(10,166,045

)

(10,342,609

)

Net liabilities exposed to interest rate risk

 

(5,976,783

)

(6,423,242

)

(6,534,857

)

(6,649,171

)

Net effect

 

 

 

(446,459

)

(558,074

)

(672,388

)

 

Credit Risk

 

The risk resulting from the possibility of losses on doubtful receivables for CEMIG and its subsidiaries and jointly-controlled subsidiaries, arising from difficulties in receiving the amounts billed from its clients, is considered low. The Company has follow-up procedures that seek to reduce default on an individual basis. Negotiations are also established to make receipt of overdue receivable feasible.

 

The Allowance for Doubtful Accounts recorded in 2012, considered adequate in relation to overdue receivables of the Company and its subsidiaries and jointly controlled companies, was R$77,269.

 

With regards to the risk of losses resulting from insolvency of the financial institutions at which the Company and its subsidiaries and jointly-controlled subsidiaries have deposits, a Cash Investment Policy was approved and has been effective since 2004, where each institution is analyzed for risk purposes according to criteria of current liquidity, degree of leverage, degree of default, profitability, and costs. Additionally, the Company takes into consideration the ratings given to the financial institutions by three financial risk rating agencies.  The Company assigns each financial institution a maximum limit for allocation of funds, which is reviewed for appropriateness both periodically and also in the event of any change in the macroeconomic scenarios of the Brazilian economy.

 

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Table of Contents

 

Cemig manages the counterparty risk of financial institutions based on an internal policy approved by the Company’s Financial Risk Management Committee.

 

This policy measures and scales not only the credit risks of the institutions, but also the liquidity risk and market risk of the investment portfolio and the operational risk of the Treasury.

 

All investments are made in fixed income financial securities that are always linked to the CDI.

 

As a management tool, Cemig divides the investment of its funds in direct purchases of securities (own portfolio) and three investment funds, which total about 20% of the total portfolio. The investment funds invest the funds exclusively in fixed income products, where the only companies of the group are shareholders. They follow the same policy adopted for investments in their own portfolio.

 

The minimum assumptions for lending to financial institutions focus on three items:

 

1. Risk rating of two agencies

2. Minimum net equity exceeding R$400 million

3. Basel index of more than 12.

 

Having passed these cutoffs, the banks are classified into three groups according to the value of their equity. From this classification, concentration limits are established by group and by institution:

 

Group

 

Shareholder´s equity

 

Concentration

 

Bank limit
(% of shareholder´s
equity)**

A1

 

Over R$3.5 billion

 

Minimum of 80%

 

7.0%

A2

 

Between R$1.0 billion and R$3.5 billion

 

Maximum of 20%

 

Between 2.8% and 7.0%

B

 

Between R$400 million and R$1.0 billion

 

Maximum of 20%

 

Between 1.6% and 4.2%

 


** The percentage granted to each bank Will depend on individual examination of indexes, such as liquidity and quality of the credit portfólio, amongst others.

 

In addition to these points, Cemig also establishes two concentration limits:

 

1. No bank can have more than 30% of the Group’s portfolio;
2. No bank can have more than 50% of a company’s portfolio.

 

Risk of Energy Shortage

 

The Company primarily sells electricity that is generated by hydroelectric power stations. A prolonged period of drought could result in reduced water levels in the reservoirs of the power stations, compromising recovery of their volumes and resulting in losses due to increased costs or reduced revenues in the event of adoption of another rationing program, as occurred in 2001.

 

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Table of Contents

 

Risk of Early Maturity of Debt

 

The Company, its subsidiaries and jointly-controlled subsidiaries have contracts for loans and financings that include covenants, normally applicable to these types of transactions, related to complying with economic and/or financial indices, cash generation and other indexes. Non-compliance with these covenants could result in early maturity of debts.

 

As of June 30, 2012, the Company was not in compliance with one covenant and its subsidiary Cemig Geração e Transmissão was not in compliance with two covenants. The Company obtained consent from its creditors, affirming that they would not exercise their rights to demand immediate or early payment of amounts owed. See Note 17.

 

Risk of Non-Renewal of Concessions

 

The Company, its subsidiaries and jointly-controlled subsidiaries hold concessions for commercial operation of generation and transmission of electric power, and its Management expects that the concessions will be renewed by the regulatory bodies, ANEEL and/or the Ministry of Mines and Energy. If the regulatory bodies do not grant the Company renewal rights for these concessions, or if they decide to renew the Company’s concessions under conditions which would impose additional costs (“onerous concessions”), or if they set a price ceiling for power sales, the future levels of profitability and operational activity could be adversely impacted.

 

A definition by the Federal Government of the criteria for the renewal of concessions is expected for 2012, when it will be possible to determine the impact of these criteria on the Company’s results.

 

The Company has not suffered any significant adverse impacts resulting from events related to the risks related to concession renewals as described above.

 

Liquidity Risk

 

Cemig’s cash generation is sufficient to cover its short-term requirements and for its program for acquisitions and investments.

 

Just as important as the quality of the business’s operating cash generation is the Company’s liquidity risk management, which is performed using a set of methodologies, procedures and instruments that are aligned with the complexity of the business and are applied in permanent control of the financial processes, so as to guarantee appropriate risk management.

 

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The corporate risk management processes interact with other management cycles, such as the Corporate Governance, Budget Prioritization, Power Risks Management, the Insurable Risks, Control and Management and Financial Risks Management Committees in compliance with the Sarbanes-Oxley Act and the Internal Audit.

 

The purpose of the Financial Risk Management Committee, in particular, is to implement guidelines for controling the financial risk of transactions that could compromise the Company’s liquidity and profitability.

 

Cemig manages its liquidity risk by permanently monitoring its cash flow, in a conservative manner, from a budget-based perspective and it forecasts the monthly balances for each of its companies over a period of 12 months, and for the daily liquidity, which forecasts the daily balances for 180 days.

 

Short-term investments must also comply with rigid principles established in the Investment Policy, investing up to 20% of its funds in exclusive private credit investment funds, with no market risks, with the surplus margin invested directly in bank certificates of deposit (CDB) or repurchase operations which earn interest at the CDI rate.

 

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

 

The cash outflows from the Company’s loans, financing and debentures, at floating and fixed interest rates, as of June 30, 2012 were as follows:

 

Consolidated

 

1 month
or less

 

1 to 3
months

 

3 months
to 1 year

 

1 to 5
years

 

Over 5
years

 

Total

 

Financial instruments at:

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating interest rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

674,129

 

409,318

 

4,429,948

 

6,300,789

 

3,417,716

 

15,231,900

 

Concessions payable

 

245

 

4,232

 

10,724

 

49,393

 

85,210

 

149,804

 

- Fixed interest rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

50,189

 

149,324

 

551,010

 

14,110

 

45,980

 

810,613

 

 

 

724,563

 

562,874

 

4,991,682

 

6,364,292

 

3,548,906

 

16,192,317

 

 

Parent Company

 

1 month
or less

 

1 to 3
months

 

3 months
to 1 year

 

1 to 5
years

 

Over 5
years

 

Total

 

Financial instruments at:

 

 

 

 

 

 

 

 

 

 

 

 

 

- Floating interest rates

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, financings and debentures

 

 

 

1,249,773

 

579,001

 

 

1,828,774

 

 


*Cost of Transaction (CPC 08), to be allocated monthly in the contractual period contract, where in these intervals there will be no payment of interest or principal.

 

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b) Financial Instruments — Derivatives

 

Cemig, its subsidiaries and jointly-controlled subsidiaries use derivative financial instruments to hedge its operations against exchange rate risk.  Derivative financial instruments are not used for speculative purposes.

 

The amounts of the principal of operations with derivatives are not presented in the balance sheet, since they refer to transactions that do not require cash principal payments to be made.  Only the gains or losses related to these instruments are actually recorded. As at June 30, 2012 the net result on these operations was a gain of R$25,386 (loss of R$13,527 at June 30, 2011) recorded under financial results.

 

The Company has a Financial Risk Management Committee, which was created to monitor the financial risks with respect to volatility and trends of the inflation indices, exchange rates and interest rates that affect its financial transactions and which could adversely affect liquidity and profitability. The committee implements action plans and sets guidelines to control the financial risk environment.

 

The Company has derivative instruments contracted by UNISA its indirect subsidiary, which is jointly controlled by TAESA. These derivatives had the purpose to protect their operations against the risks of fluctuating exchange rates, and are not used for speculative purposes.

 

The Company, through the operations contracted by UNISA, is exposed to exchange rate fluctuations because of funding from the IDB (part indexed to a basket of currencies) and the IDB U.S.$ indexed. To mitigate the effects of exchange rate fluctuations, the UNISA we used derivative financial instruments (hedging) and hired option transactions during the year.

 

Through the indirect jointly Madeira, the Company has a cash flow hedge for protection from exposure to variability in cash flows attributable to a risk associated with an asset or liability or a highly probable future transaction that may impact of significantly, the Company’s results. Quarterly analyzes are carried out by the subsidiary, in order to prove the effectiveness of hedging.

 

Derivatives designated as “cash flow hedge” and who qualify for hedge accounting should be fully documented for this purpose. The Company considers highly effective instruments to offset between 80% and 125% of the change in the price of the item for which protection was hired.

 

The Company has derivative instruments contracted by its subsidiary Light. These derivatives had the purpose to protect their operations against the risks of fluctuating exchange rates, and are not used for speculative purposes. Whereas a portion of loans and financing of the indirect Light SESA is denominated in foreign currency, this makes use of derivative financial instruments (“swap”) to protect the service associated with such debt (principal plus interest and fees) due on up to 24 months beyond the swap rates mentioned above.

 

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Methodology of calculation of the fair value of positions

 

The fair value of financial instruments has been calculated taking into consideration the market values of each security, or market information available to perform this calculation, as well as the future interest rates and foreign exchange rates of similar securities. The market value of the security corresponds to its value at maturity, discounted to present value using the factor obtained from the market yield curve in Reais.

 

The table below shows the derivative instruments contracted by the subsidiaries Cemig Distribuição, TAESA, Light and Madeira Energia as of June 30, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss

 

Accumulated effect

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount according to

 

 

 

 

 

Amount

 

Amount

 

 

 

 

 

 

 

 

 

Value of principal contracted

 

contract

 

Fair value

 

received

 

paid

 

Cemig’s
right

 

Cemig’s
obligation

 

Maturity
period

 

Trading
market

 

06/30/2012

 

12/31/2011
Reclassified

 

06/30/2012

 

12/31/2011
Reclassified

 

06/30/2012

 

12/31/2011
Reclassified

 

06/30/2012

 

06/30/2012

 

Cemig Distribuição SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

 

From
04/2009
to 06/2013

 

Over-the-counter

 

US$

8,414

 

US$

17,226

 

(22,472

)

(47,611

)

(23,568

 

(48,351

)

 

(24,009

)

Rate of
11.47% p.a.

 

Rate of 96% of CDI

 

On 05/10/2013

 

Over-the-counter

 

R$

600,000

 

R$

600,000

 

15,912

 

7,580

 

41,008

 

22,587

 

 

 

Cemig Geração e Transmissão SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Madeira Energia SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$ IGP-M

 

R$5.86%
Fixed-rate

 

In 12/2012

 

Over-the-counter

 

R$

120,000

 

R$

120,000

 

951

 

618

 

951

 

618

 

306

 

 

Euro

 

Variation
in Euro
FX rate

 

In 02/2012

 

Options

 

 

R$

2,375

 

 

3

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TAESA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATE II Transmissora de Energia (*)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Libor6M + Over Libor

 

USD

 

In 11/2022

 

Swap

 

27,561

 

27,561

 

92

 

153

 

92

 

153

 

 

 

Libor6M + Over Libor

 

USD

 

In 11/2018

 

Swap

 

3,028

 

3,028

 

3

 

6

 

3

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATE III Transmissora de Energia (*)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Libor6M + Over Libor

 

USD

 

In 05/2020

 

Swap

 

39,188

 

39,188

 

77

 

239

 

77

 

239

 

 

 

 

BRL

 

USD

 

In 11/2012

 

Options

 

3,072

 

3,072

 

429

 

470

 

429

 

470

 

 

 

 

BRL

 

USD

 

In 05/2013

 

Options

 

3,229

 

3,229

 

334

 

511

 

334

 

511

 

 

 

 

BRL

 

USD

 

In 05/2012

 

Options

 

2,743

 

2,743

 

 

112

 

 

112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.9% CDI + (TJLP -6%)

 

Rate of
0.85% + CDI

 

In 10/2012

 

Swap

 

R$

150,000

 

R$

150,000

 

247

 

 

57

 

1,188

 

62

 

 

 

US$ + Variation between (2.20% a 3.58%)

 

100% of CDI

 

Between 09/2012 a 04/2014

 

Swap

 

US$

14,437

 

US$

9,427

 

825

 

(16

)

2,239

 

(10

)

 

 

Libor + 2.5294%

 

100% CDI + 0.65%

 

10/2014

 

Swap

 

U$

50,000

 

U$

50,000

 

5,143

 

1,562

 

3,743

 

1,172

 

 

 

Euro + 4.6823%

 

100% CDI + 1.30%

 

10/2014

 

Swap

 

34,969

 

34,969

 

1,581

 

(313

)

1,813

 

(317

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,122

 

(36,629

)

51,877

 

(22,745

)

306

 

(24,009

)

 


*Taesa´s joint-controlled subsidiries

 

1)     The figures given represent Cemig GT’s proportion of each transaction.

2)     Fair values show a gain for the Company

3)     Amounts in thousands of reais

4)     Amount received is the accumulated amount for the year (Jan/12 to Jun/12)

 

Cemig Distribuição and Madeira Energia hold these contracted foreign exchange hedge and swap derivative instruments with Banco Santander-ABN.

 

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Derivative Exposure Sensitivity Analysis

 

The derivative instrument described above shows that the Company is exposed to variation in the CDI rate. Based on information received from its financial consultants, the Company estimates that in a probable scenario on June 30, 2013 the CDI rate will be 7.50% and the depreciation of the dollar against the Real will have been 5.49% (to US$1 = R$ 1.910).

 

The Company has performed a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% and 50% increase in the Selic rate, and variation in the dollar/Real exchange rate, in relation to June 30, 2012 — scenarios which it assesses, respectively, as “possible” and “remote”.

 

The Company estimates that in the Possible and Remote scenario the CDI rate at June 30, 2013 will be 9.38% and 11.25% respectively.

 

a)              Risk: effect of changes in the CDI rate in relation to changes in US dollar

 

 

 

Base scenario:
Jun 30, 2012

 

Probable
scenario

 

Possible scenario

 

Remote scenario

 

Risk: Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 100,00% of CDI rate

 

17,440

 

18,748

 

19,075

 

19,402

 

Net effect of the change in the CDI rate

 

 

 

(1,308

)

(1,635

)

(1,962

)

 

 

 

 

 

 

 

 

 

 

Risk: Increase in US$ exchange rate

 

 

 

 

 

 

 

 

 

Contracts updated at 100,00% of CDI rate

 

17,440

 

16,482

 

20,603

 

24,723

 

Net effect of change in US$

 

 

 

958

 

(3,163

)

(7,283

)

Net effect

 

 

 

(2,266

)

1,528

 

5,321

 

 

b)              Risk: effect of changes in the CDI rate in relation to changes in fixed rate of 11.47% p.a.

 

 

 

Base scenario:
Jun 30, 2012

 

Probable
scenario

 

Possible
scenario

 

Remote
scenario

 

Risk: Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 96% of CDI rate

 

600,000

 

643,200

 

654,000

 

664,800

 

Net effect of the change in the CDI rate

 

 

 

(43,200

)

(54,000

)

(64,800

)

 

 

 

 

 

 

 

 

 

 

Risk - Fixed interest rate

 

 

 

 

 

 

 

 

 

Contracts updated at 11.47% p.a.

 

600,000

 

668,820

 

668,820

 

668,820

 

Net effect of variation of US$

 

 

 

(68,820

)

(68,820

)

(68,820

)

Net effect

 

 

 

25,620

 

14,820

 

4,020

 

 

Value and type of margins given in guarantee

 

The Company does not make margin deposits for derivative instruments.

 

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Table of Contents

 

c) Capital Management

 

This table below shows the ratio of net debt to adjusted capital as of June 30, 2012 and December 31, 2011:

 

 

 

30/06/2012

 

31/12/2011

 

Total liabilities

 

24,659,039

 

25,612,798

 

(-) Cash and cash equivalents

 

(2,335,270

)

(2,862,490

)

(-) Marketable securities

 

(1,020,495

)

(358,987

)

(-) Restricted Cash

 

(52,238

)

(3,386

)

Net liabilities

 

21,251,036

 

22,387,935

 

 

 

 

 

 

 

Total Shareholders’ equity

 

12,897,884

 

11,744,948

 

(-) Amounts accumulated in equity related to cash flow hedges

 

(9,594

)

(5,354

)

Adjusted Capital

 

12,888,290

 

11,739,594

 

Net liabilities / Adjusted Capital

 

1.65

 

1.91

 

 

27.           MEASUREMENT AT FAIR VALUE

 

On initial recognition, the Company measures its financial assets and liabilities at fair value, after initial recognition, the Company classifies financial assets and liabilities between the four defined categories for financial instruments. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  To increase consistency and comparability, the fair value hierarchy prioritizes the inputs used in measuring into three broad levels as follows:

 

·                  Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available for exchange or OTC market organized by operators, by brokers, or by association market by entities like goal disclose prices by regulatory agencies, and those prices represent market transactions that occur regularly between independent parties, without favoritism.

 

·                  Level 2: No Active Market: Technical Evaluation - For an instrument that does not have an active market fair value should be determined using valuation methodology / pricing. Criteria may be used as data current fair value of another instrument that is substantially the same, analysis of discounted cash flow models and option pricing. The purpose of the valuation technique is to establish what the transaction price on the measurement date in an exchange free of interests motivated by business considerations.

 

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·                  Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Fair value of investments in equity securities that do not have quoted market prices in an active market and derivatives that are linked to them and that must be settled by delivery of unquoted equity securities.

 

A summary of the instruments that are measured at fair value as of June 30, 2012 is presented below:

 

 

 

 

 

Fair value at June 30, 2012

 

Item

 

Balance at
June
30, 2012

 

Active market —
quoted price (Level 1)

 

No active market —
Valuation
technique (Level 2)

 

No active market —
Share capital

(Level 3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

604,280

 

 

604,280

 

 

Financial Treasury Bills (LFT)

 

103

 

103

 

 

 

Financial Treasury Banks

 

151,007

 

 

151,007

 

 

Others

 

80,574

 

 

80,574

 

 

 

 

835,964

 

103

 

835,861

 

 

Restricted Cash

 

52,238

 

 

52,238

 

 

Swap contracts

 

17,763

 

 

17,763

 

 

 

Methodology for calculating the fair value

 

a)              The fair value of financial investments is calculated taking into consideration the market quotations of the security, or market information that makes this calculation possible, and future interest rates and FX rates applicable to similar securities. The market value of the security corresponds to its maturity value discounted to present value using the risk free interest rate by the discount factor obtained from the market yield curve in Reais.

 

b)             Swap Contracts: The criteria for marking to market of derivative operations consists of establishing the present value of a transaction contracted in the past in such a way that its replacement provides the same results as a new operation. Swaps are priced by calculating the difference between the market values of each one of their end points, adjusted by their index.  A swap contract based on the CDI (Interbank Certificates of Deposit) rate is priced as calculated from the start date of the transaction up to the specified future date, considering the future forecast for this index. Pricing of the dollar side of the swap is adjusted by the variation in the exchange rate, using a future expectation and an embedded risk premium.

 

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28.           STATEMENT OF ADDED VALUE

 

As required by the Brazilian Securities Commision (CVM) applicable to publically-held companies, and as additional information for IFRS purposes, the Company has prepared individual and consolidated statements of added value.

 

These statements, based on macroeconomic concepts, seek to present the contribution of the Group in the formation of GDP through calculating the respective values added both by the Group and received by other entities, and the distribution of these amounts to their employees, spheres of government, lessors assets, creditors under loans, financings and debt securities, controlling and non-controlling stockholders, and other remunerations that constitute transfer of wealth to third parties. The aforementioned added value represents the wealth created by the Group, in general, measured by the revenues from sales of goods and services provided, less the respective inputs acquired from third parties, also including the added value produced by third parties and transferred to the entity.

 

29.           RENEWAL OF THE CONCESSION TRANSMISSION — APPLICATION

 

In a correspondence sent to Aneel on July 3, 2012, Cemig GT applied for renewal, for a period of 20 years, of its transmission concession contract for the facilities classified as part of the National Grid, thus complying with the requirement for such statement to be made by at least 36 months before the termination of the period of the contracts.

 

The Company believes that it complies with the legal requirements of DNAEE Ministerial Order 91 of April 10, 1996, thus qualifying it for the claimed extension of the concession, while any effects arising from the changes in the federal legislation related to the process of renewal of concessions will also be assessed.

 

30.           SUBSEQUENT EVENTS

 

Issue of Promissory Notes of Cemig Distribuição

 

On July 2, 2012, Cemig Distribuição (Distribution) issued its fifth issue of commercial Promissory Notes, for public distribution, under CVM Instruction 476, of January 16, 2009, in the total amount of R$640,000.

 

Sixty four (64) Promissory Notes were issued, each with nominal unit value of R$ 10,000 (“the Promissory Notes”), with maturity on June 27, 2013. The nominal unit value of the Promissory Notes will not undergo monetary updating. The Promissory Notes will be remunerated by interest corresponding to 104.08% of the DI Rate. The Notes will have a surety guarantee from Cemig.

 

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The issue of the Notes was approved by a meeting of the Board of Directors held on June 5, 2012. The proceeds of the Offering will be allocated to financing of investments already carried out or to be carried out, payment of debt(s) contracted, and/or strengthening of the Issue’s working capital.

 

The Lead Manager of the Offering was BB — Banco de Investimento S.A.

 

BNDESPar becomes a stockholder of Renova Energia

 

On July 13, 2012 Renova Energia and BNDES Participações S.A. (BNDESPar), a wholly-owned subsidiary of the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social, or BNDES), entered into an agreement under which BNDESPar will become a shareholder of Renova Energia through investment of up to R$ 314,700 and will have the right to elect a member of the Board of Directors, but will not be part of the controlling stockholding group of Renova Energia.

 

Approval of issuance of debentures by Light

 

The Board of Directors approved the eighth issue of debentures by the subsidiary Light Sesa, to be non-convertible, unsecured, in a single series, for a total of R$ 470,000, for private distribution. The issue date will be decided by September 2012.

 

The Board of Directors approved the third issue of debentures by the subsidiary Light Energia, to be non-convertible, unsecured, in a single series, for a total amount of R$ 30,000, for private distribution. The issue date will be decided by September 30, 2012.

 

Extinction of subsidiaries of Light outside Brazil

 

On August 7, 2012, the Administrative Council for Tax Appeals (Conselho Administrativo de Recursos Fiscais, or “Carf”) gave judgment on the case relating to the foreign subsidiaries Light Overseas Investment Limited (“LOI”) and LIR Energy Limited (“LIR”), which were closed and dissolved in 2008 and 2010, respectively. As a result of the judgment in favor of the subsidiary Light Serviços de Eletricidade (“Light Sesa”), the tax infringement notice, for an amount which when updated would have been R$ 529,400, including penalty payment and monetary updating, was extinguished.

 

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Acquisition of the remaining 50% of the shares of Unisa by Taesa

 

On July 3, 2012, Taesa concluded the acquisition of the remaining 50% of the shares held in Unisa by Taesa and Abengoa Concessões Brasil Holding S.A. This transaction was approved by the Brazilian Monopolies Board (Conselho Administrativo de Direito Econômico, or Cade) on July 4, 2012. Unisa was a company joined controlled by Taesa and Abengoa, and on July 3, 2012 became a wholly-owned subsidiary of Taesa. The amount of the consideration transferred for the acquisition of the stockholding referred to was R$ 876,865, comprising the amount paid in cash of R$ 903,910, which includes the accumulated variation represented by the Selic rate up to the date of conclusion of the transaction, net of dividends receivable in the amount of R$ 27,045 on the date of conclusion of the transaction, in accordance with the terms of the contract signed by the parties.

 

Issuance of shares by Taesa

 

On July 19, 2012 Taesa concluded a public offering of 24 million “Units”, with a supplementary lot of three million Units, totaling 27 million Units, issued at the price of R$ 65.00.  During the roadshow of the offering more than 160 institutional investors were approached, and more than 80 individual meetings were held in nine cities of Brazil, the United States and Europe. This offering marks the start of a new phase of the Company, and the proceeds will support the growth plan of Taesa, based on financial discipline and high quality assets.

 

On the same date the Meeting of the Board of Directors of Taesa unanimously approved:

 

·             Setting of the issuance price of R$ 65.00 per Unit subject of the Offering (“the Price per Unit”). The Price per Unit was set on the basis of the results of the bookbuilding procedure conducted with institutional investors by the lead managers of the Offering, in accordance with Article 44 of CVM Instruction 400, the justification for the choice of the criterion of determination of the Price per Unit being in accordance with Sub-item III, §1 of Article 170 of the Corporate Law, taking into account that such price will not cause an unjustified dilution to the present stockholders of Taesa, and that the market value of the Units to be placed was found through a process of bookbuilding, which reflects the price at which institutional investors presented their orders for subscription of Units in the context of the Offering.

 

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Table of Contents

 

·             Increase of R$ 1,560,000 in the share capital of Taesa, being within the limit of its authorized capital, from R$ 1,312,535 to R$ 2,872,535, on issuance of 72,000,000 nominal, book-entry shares, without par value, to be the subject of an Offering, of which 24,000,000 are to be common shares and 48,000,000 are to be preferred shares, increasing the number of Taesa’s shares from 263,498,907 (of which 203,517,711 are common shares and 59,981,196 are preferred shares), to 335,498,907, of which 227,517,711 are to be common shares and 107,981,196 are to be preferred shares. In the Offering, current stockholders of the Company do not have first refusal right to subscribe the shares, under Article 172, I, of the Corporate Law, and Article 9 of the Company’s by-laws.

 

Long-term sale contract in the Free Market

 

On August 1, 2012 Cemig GT (Generation and Transmission) signed contracts for supply of electricity to industrial units of the mining company Samarco Mineração, in the states of Minas Gerais and Espírito Santo. Under these contracts Cemig will supply electricity in amounts increasing according to a schedule, between 2014 and 2022. The approximate total value of the contract is R$ 2.1 billion, making this one of the largest agreements ever made in Brazil’s Free Market for electricity.

 

Santo Antônio Hydro Plant: No. 3 Rotor certified for start of operation

 

By Dispatch 2181 of July 2, 2012 issued by the Head of its Generation Services Inspection Unit (Superintendente de Fiscalização dos Serviços de Geração), Brazil’s electricity regulator, Aneel (Agência Nacional de Energia Elétrica), the Number 3 Rotor unit of the Santo Antônio Hydroelectric Plant, with capacity for 69,590 kW, was certified as free to begin commercial operation from July 3, 2012, as of which date this unit made electricity available to the Brazilian electricity system.

 

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Table of Contents

 

31.           STATEMENT SEGREGATED BY COMPANY

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY — JUNE 30, 2012

 

Item

 

PARENT
COMPANY

 

CEMIG - GT

 

CEMIG-D

 

LIGHT

 

ETEP, ENTE,
ERTE, EATE,
ECTE

 

GASMIG

 

CEMIG
TELECOM

 

SÁ CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATIONS /
TRANSFERS

 

TOTAL

 

ASSETS

 

15,047,799

 

15,777,369

 

10,950,232

 

2,846,858

 

1,360,491

 

837,105

 

424,710

 

172,845

 

149,142

 

1,413,539

 

(11,423,167

)

37,556,923

 

Cash and cash equivalents

 

142,982

 

1,691,954

 

306,574

 

136,302

 

30,944

 

22,635

 

93,946

 

4,711

 

5,003

 

141,209

 

(240,990

)

2,335,270

 

Accounts receivable

 

 

671,255

 

1,964,733

 

402,298

 

35,991

 

156,927

 

 

6,579

 

3,380

 

121,792

 

(165,373

)

3,197,582

 

Securities — cash investments

 

149,485

 

517,624

 

35,239

 

4,034

 

 

12,851

 

 

5,648

 

6,371

 

48,710

 

240,533

 

1,020,495

 

Taxes

 

528,093

 

315,294

 

1,034,458

 

296,762

 

12,508

 

70,009

 

35,150

 

 

58

 

18,645

 

(114

)

2,310,863

 

Other assets

 

2,041,307

 

351,038

 

1,435,078

 

170,546

 

59,260

 

32,600

 

34,836

 

4,258

 

347

 

91,999

 

74,525

 

4,295,794

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

12,185,932

 

12,230,204

 

6,174,150

 

1,836,916

 

1,221,788

 

542,083

 

260,778

 

151,649

 

133,983

 

991,184

 

(11,331,748

)

24,396,919

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

15,047,799

 

15,777,369

 

10,950,232

 

2,846,858

 

1,360,491

 

837,105

 

424,710

 

172,845

 

149,142

 

1,413,539

 

(11,423,167

)

37,556,923

 

Suppliers and supplies

 

7,317

 

170,492

 

865,245

 

190,545

 

13,148

 

40,474

 

6,117

 

495

 

3,589

 

55,313

 

(57,535

)

1,295,200

 

Loans, financings and debentures

 

1,063,100

 

8,556,006

 

3,660,963

 

1,056,878

 

376,187

 

117,594

 

105,898

 

 

 

342,953

 

762,934

 

16,042,513

 

Interest on Equity, and dividends

 

681,439

 

166,715

 

352,781

 

 

20,753

 

31,019

 

 

12,290

 

10,053

 

71,813

 

(671,966

)

674,897

 

Employee post-retirement benefits

 

102,406

 

441,606

 

1,402,837

 

284,717

 

 

 

 

 

 

70,031

 

 

2,301,597

 

Taxes

 

21,788

 

635,867

 

1,043,589

 

152,841

 

112,201

 

30,266

 

14,834

 

40,189

 

1,200

 

161

 

 

2,052,936

 

Other liabilities

 

273,865

 

606,096

 

929,633

 

275,072

 

38,851

 

179,020

 

10,415

 

2,755

 

2,142

 

100,810

 

(126,763

)

2,291,896

 

Shareholders’ equity

 

12,897,884

 

5,200,587

 

2,695,184

 

886,805

 

799,351

 

438,732

 

287,446

 

117,116

 

132,158

 

772,458

 

(11,329,837

)

12,897,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET PROFIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

161

 

2,450,642

 

4,471,887

 

964,917

 

170,761

 

269,288

 

66,644

 

29,071

 

19,645

 

385,747

 

(266,428

)

8,562,335

 

Operational costs and expenses

 

(42,024

)

(1,045,375

)

(3,898,100

)

(830,775

)

(25,537

)

(238,455

)

(54,620

)

(6,739

)

(9,228

)

(286,621

)

266,428

 

(6,171,046

)

Electricity bought for resale

 

 

(242,505

)

(1,780,889

)

(490,559

)

 

 

 

(2

)

(1,924

)

(123,856

)

108,156

 

(2,531,579

)

Charges for the use of the basic transmission grid

 

 

(130,957

)

(391,911

)

(65,616

)

 

 

 

 

(1,432

)

(17,377

)

122,104

 

(485,189

)

Gas bought for resale

 

 

 

 

 

 

(217,878

)

 

 

 

 

 

(217,878

)

Cost of construction of Infrastructure

 

 

(45,677

)

(542,426

)

(78,105

)

(11,365

)

 

 

 

 

(20,270

)

 

(697,843

)

Personnel

 

(21,977

)

(158,363

)

(386,312

)

(37,266

)

(5,193

)

(8,650

)

(16,095

)

(731

)

(854

)

(16,685

)

 

(652,126

)

Employee profit shares

 

(8,924

)

(29,432

)

(78,828

)

 

 

 

(20

)

(196

)

(50

)

(905

)

 

(118,355

)

Employee post-retirement benefits

 

(5,055

)

(14,996

)

(46,944

)

(2,311

)

 

 

 

 

 

(568

)

 

(69,874

)

Material

 

(54

)

(8,210

)

(21,895

)

(2,314

)

385

 

(549

)

(102

)

(92

)

(163

)

(944

)

 

(33,938

)

Outsourced services

 

(5,700

)

(90,067

)

(325,044

)

(52,161

)

(6,764

)

(3,069

)

(11,110

)

(1,335

)

(1,651

)

(27,762

)

14,055

 

(510,608

)

Royalties for use of water resources

 

 

(91,858

)

 

 

 

 

 

(1,288

)

(575

)

(1,814

)

 

(95,535

)

Depreciation and amortization

 

(185

)

(180,686

)

(176,471

)

(45,006

)

(687

)

(8,644

)

(18,098

)

(2,751

)

(2,102

)

(48,085

)

 

(482,715

)

Operational provisions

 

16,656

 

(6,664

)

(53,121

)

(44,577

)

 

1,859

 

(10

)

32

 

(1

)

(10,707

)

 

(96,533

)

Other expenses, net

 

(16,785

)

(45,960

)

(94,259

)

(12,860

)

(1,913

)

(1,524

)

(9,185

)

(376

)

(476

)

(17,648

)

22,113

 

(178,873

)

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

 

(41,863

)

1,405,267

 

573,787

 

134,142

 

145,224

 

30,833

 

12,024

 

22,332

 

10,417

 

99,126

 

 

2,391,289

 

Equity gain (loss) on subsidiaries

 

1,263,711

 

(1,458

)

 

 

(177

)

(2,816

)

 

 

 

(2,038

)

(1,258,680

)

(1,458

)

Financial revenue

 

72,845

 

118,769

 

149,113

 

26,514

 

2,140

 

13,494

 

5,264

 

618

 

676

 

55,337

 

 

444,770

 

Financial expenses

 

(84,925

)

(452,115

)

(293,220

)

(90,784

)

(33,074

)

(6,459

)

(6,029

)

(346

)

(57

)

(42,473

)

 

(1,009,482

)

Profit before income tax and Social Contribution tax

 

1,209,768

 

1,070,463

 

429,680

 

69,872

 

114,113

 

35,052

 

11,259

 

22,604

 

11,036

 

109,952

 

(1,258,680

)

1,825,119

 

Income tax and Social Contribution tax

 

 

(400,664

)

(265,658

)

(24,198

)

(18,360

)

(11,305

)

(5,009

)

(8,262

)

(875

)

(24,944

)

 

(759,275

)

Deferred income tax and Social Contribution tax

 

(106

)

50,554

 

118,264

 

1,196

 

1,963

 

 

(1,901

)

589

 

5

 

(788

)

 

169,776

 

Profit for the period

 

1,209,662

 

720,353

 

282,286

 

46,870

 

97,716

 

23,747

 

4,349

 

14,931

 

10,166

 

84,220

 

(1,258,680

)

1,235,620

 

 

70



Table of Contents

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY — JUNE 30, 2011

 

Item

 

PARENT
COMPANY

 

CEMIG
GT

 

CEMIG
D

 

LIGHT

 

ETEP, ENTE,
ERTE, EATE,
ECTE

 

GASMIG

 

CEMIG
TELECOM

 

SÁ CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATIONS /
TRANSFERS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

13,900,756

 

14,830,131

 

10,381,968

 

2,534,917

 

1,303,915

 

864,523

 

410,886

 

188,569

 

155,801

 

981,057

 

(10,617,050

)

34,935,473

 

Cash and cash equivalents

 

135,211

 

1,600,997

 

681,488

 

113,862

 

29,309

 

64,875

 

72,607

 

12,272

 

15,613

 

310,874

 

 

3,037,108

 

Accounts receivable

 

 

524,792

 

1,844,157

 

408,779

 

32,400

 

155,891

 

 

4,217

 

3,180

 

50,361

 

(168,182

)

2,855,595

 

Securities — cash investments

 

 

710,615

 

605

 

2,911

 

 

 

 

 

 

1,284

 

 

715,415

 

Taxes

 

427,824

 

698,863

 

1,182,121

 

326,972

 

7,878

 

77,618

 

43,910

 

10,862

 

88

 

33,276

 

 

2,809,412

 

Other assets

 

1,987,929

 

291,370

 

1,254,461

 

139,924

 

50,618

 

27,763

 

23,625

 

4,105

 

39

 

43,917

 

61,240

 

3,884,991

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

11,349,792

 

11,003,494

 

5,419,136

 

1,542,469

 

1,183,710

 

538,376

 

270,744

 

157,113

 

136,881

 

541,345

 

(10,510,108

)

21,632,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

13,900,756

 

14,830,131

 

10,381,968

 

2,534,917

 

1,303,915

 

864,523

 

410,886

 

188,569

 

155,801

 

981,057

 

(10,617,050

)

34,935,473

 

Suppliers and supplies

 

1,486

 

148,791

 

751,482

 

143,196

 

4,305

 

29,451

 

9,775

 

1,246

 

2,322

 

16,986

 

(56,313

)

1,052,727

 

Loans, financings and debentures

 

408,917

 

7,691,798

 

3,360,257

 

781,215

 

428,903

 

144,238

 

88,650

 

 

 

117,278

 

857,744

 

13,879,000

 

Interest on Equity, and dividends

 

624,563

 

610,944

 

5,823

 

 

9,320

 

16,268

 

7,225

 

16,310

 

14,650

 

61,631

 

(745,918

)

620,816

 

Employee post-retirement benefits

 

98,462

 

437,234

 

1,388,717

 

270,904

 

 

 

 

 

 

18,311

 

 

2,213,628

 

Taxes

 

21,435

 

926,060

 

1,269,171

 

170,928

 

103,373

 

28,667

 

9,699

 

50,645

 

1,442

 

39,147

 

 

2,620,567

 

Other liabilities

 

288,845

 

463,048

 

916,152

 

301,431

 

38,285

 

178,002

 

7,426

 

2,821

 

2,851

 

57,243

 

(164,416

)

2,091,688

 

Shareholders’ equity

 

12,457,048

 

4,552,256

 

2,690,366

 

867,243

 

719,729

 

467,897

 

288,111

 

117,547

 

134,536

 

670,461

 

(10,508,147

)

12,457,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET PROFIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

183

 

2,054,457

 

4,082,391

 

905,080

 

123,914

 

211,882

 

62,200

 

24,429

 

19,057

 

135,014

 

(224,285

)

7,394,322

 

Operational costs and expenses

 

(39,750

)

(956,250

)

(3,484,593

)

(776,804

)

(32,335

)

(164,572

)

(50,234

)

(6,366

)

(7,044

)

(53,986

)

230,484

 

(5,341,450

)

Electricity bought for resale

 

 

(281,362

)

(1,463,718

)

(435,579

)

 

 

 

(92

)

(244

)

(13,925

)

102,816

 

(2,092,104

)

Charges for the use of the basic transmission grid

 

 

(114,858

)

(318,811

)

(58,141

)

 

 

 

(4

)

(1,392

)

(6,082

)

117,038

 

(382,250

)

Gas bought for resale

 

 

 

 

 

 

(142,831

)

 

 

 

 

 

(142,831

)

Cost of construction of Infrastructure

 

 

(28,182

)

(572,165

)

(85,037

)

(6,108

)

 

 

 

 

(3,946

)

 

(695,438

)

Personnel

 

(25,145

)

(144,978

)

(369,290

)

(35,871

)

(4,673

)

(8,276

)

(8,938

)

(562

)

(661

)

(5,776

)

 

(604,170

)

Employee profit shares

 

1,714

 

(5,093

)

(20,043

)

 

 

 

(516

)

(109

)

(40

)

(3

)

 

(24,090

)

Employee post-retirement benefits

 

(4,218

)

(13,892

)

(43,665

)

 

 

 

 

 

 

 

 

(61,775

)

Material

 

(84

)

(9,424

)

(33,218

)

(3,227

)

260

 

(491

)

(190

)

(109

)

(92

)

(655

)

 

(47,230

)

Outsourced services

 

(2,920

)

(65,665

)

(315,870

)

(55,269

)

(7,303

)

(2,820

)

(10,231

)

(1,055

)

(1,476

)

(10,796

)

4,431

 

(468,974

)

Royalties for use of water resources

 

 

(70,434

)

 

 

 

 

 

(1,375

)

(618

)

(1,922

)

 

(74,349

)

Depreciation and amortization

 

(176

)

(184,169

)

(189,595

)

(47,752

)

(12,957

)

(10,185

)

(18,106

)

(2,821

)

(2,193

)

(8,176

)

 

(476,130

)

Operational provisions

 

(763

)

(1,725

)

(63,126

)

(41,852

)

 

 

(8

)

(8

)

(81

)

737

 

 

(106,826

)

Other expenses, net

 

(8,158

)

(36,468

)

(95,092

)

(14,076

)

(1,554

)

31

 

(12,245

)

(231

)

(247

)

(3,442

)

6,199

 

(165,283

)

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

 

(39,567

)

1,098,207

 

597,798

 

128,276

 

91,579

 

47,310

 

11,966

 

18,063

 

12,013

 

81,028

 

6,199

 

2,052,872

 

Equity gain (loss) on subsidiaries

 

1,069,753

 

 

 

 

 

 

 

 

 

 

(1,069,753

)

 

Financial revenue

 

45,900

 

137,841

 

136,583

 

78,505

 

11,815

 

14,094

 

4,010

 

350

 

449

 

12,892

 

 

442,439

 

Financial expenses

 

(29,042

)

(469,333

)

(259,008

)

(126,846

)

(30,407

)

(8,244

)

(5,568

)

(241

)

(46

)

(7,727

)

 

(936,462

)

Profit before income tax and Social Contribution tax

 

1,047,044

 

766,715

 

475,373

 

79,935

 

72,987

 

53,160

 

10,408

 

18,172

 

12,416

 

86,193

 

(1,063,554

)

1,558,849

 

Income tax and Social Contribution tax

 

123

 

(258,506

)

(192,099

)

(24,196

)

(14,466

)

(16,615

)

(2,955

)

(6,881

)

(660

)

(26,998

)

 

(543,253

)

Deferred income tax and Social Contribution tax

 

2,041

 

3,463

 

30,193

 

(573

)

(4,453

)

 

2,320

 

723

 

(112

)

10

 

 

33,612

 

Profit for the period

 

1,049,208

 

511,672

 

313,467

 

55,166

 

54,068

 

36,545

 

9,773

 

12,014

 

11,644

 

59,205

 

(1,063,554

)

1,049,208

 

 

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32.           SEGMENT INFORMATION

 

PERIOD ENDED JUNE 30, 2012

 

(Thousands of reais)

 

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

 

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

 

The segments mentioned above are reflected in the Company’s management and organizational structure, and its structure for monitoring results. The operational results are reviewed regularly by the principal managers of the Company’s operations, considering the operational segments of Generation and Transmission, for the taking of decision on funds to be allocated to these segments, and for the assessment of their performances on an individualized basis. In accordance with the regulatory framework of the Brazilian electricity sector, there is no segmentation by geographical area.

 

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SEGMENT INFORMATION, JUNE 30, 2012

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

Item

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

GAS

 

TELECOMS

 

OTHERS

 

ELIMINATIONS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

12,444,731

 

9,567,209

 

13,672,042

 

837,105

 

424,710

 

1,703,475

 

(1,092,349

)

37,556,923

 

INVESTMENTS

 

713,029

 

36,220

 

234,585

 

7,017

 

10,166

 

(4,081

)

 

996,936

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

2,217,892

 

667,442

 

5,498,501

 

269,288

 

66,644

 

109,096

 

(266,528

)

8,562,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(254,878

)

 

(2,323,861

)

 

 

(60,996

)

108,156

 

(2,531,579

)

Charges for the use of the basic transmission grid

 

(139,931

)

(105

)

(473,667

)

 

 

 

128,514

 

(485,189

)

Gas bought for resale

 

 

 

 

(217,878

)

 

 

 

(217,878

)

Total operational cost of electricity and gas

 

(394,809

)

(105

)

(2,797,528

)

(217,878

)

 

(60,996

)

236,670

 

(3,234,646

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(99,441

)

(71,712

)

(424,975

)

(8,650

)

(16,095

)

(31,253

)

 

(652,126

)

Employees’ and managers’ profit shares

 

(18,861

)

(10,817

)

(78,828

)

 

(20

)

(9,829

)

 

(118,355

)

Employee post-retirement benefits

 

(10,077

)

(4,919

)

(49,823

)

 

 

(5,055

)

 

(69,874

)

Material

 

(5,011

)

(3,386

)

(24,181

)

(549

)

(102

)

(709

)

 

(33,938

)

Outsourced services

 

(67,669

)

(45,949

)

(378,511

)

(3,069

)

(11,110

)

(18,355

)

14,055

 

(510,608

)

Depreciation and amortization

 

(236,620

)

(422

)

(218,425

)

(8,644

)

(18,098

)

(506

)

 

(482,715

)

Operational provisions

 

(6,322

)

(570

)

(108,328

)

1,859

 

(10

)

16,838

 

 

(96,533

)

Royalties for use of water resources

 

(95,535

)

 

 

 

 

 

 

(95,535

)

Cost of constructions

 

 

(58,101

)

(639,742

)

 

 

 

 

(697,843

)

Others

 

(37,568

)

(18,668

)

(102,036

)

(1,524

)

(9,185

)

(25,695

)

15,803

 

(178,873

)

Total cost of operation

 

(577,104

)

(214,544

)

(2,024,849

)

(20,577

)

(54,620

)

(74,564

)

29,858

 

(2,936,400

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(971,913

)

(214,649

)

(4,822,377

)

(238,455

)

(54,620

)

(135,560

)

266,528

 

(6,171,046

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

1,245,979

 

452,793

 

676,124

 

30,833

 

12,024

 

(26,464

)

 

2,391,289

 

Equity gain (loss) on subsidiaries

 

(1,458

)

 

 

 

 

 

 

(1,458

)

Financial revenue

 

63,016

 

72,446

 

213,794

 

13,494

 

5,264

 

76,756

 

 

444,770

 

Financial expenses

 

(211,470

)

(303,388

)

(421,583

)

(6,459

)

(6,029

)

(60,553

)

 

(1,009,482

)

PRETAX PROFIT

 

1,096,067

 

221,851

 

468,335

 

37,868

 

11,259

 

(10,261

)

 

1,825,119

 

Income tax and Social Contribution tax

 

(384,619

)

(62,541

)

(291,118

)

(11,305

)

(5,009

)

(4,683

)

 

(759,275

)

Deferred income tax and Social Contribution tax

 

30,094

 

10,905

 

132,443

 

 

(1,901

)

(1,765

)

 

169,776

 

PROFIT (LOSS) FOR THE PERIOD

 

741,542

 

170,215

 

309,660

 

26,563

 

4,349

 

(16,709

)

 

1,235,620

 

 

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 SEGMENT INFORMATION, JUNE 30, 2011

 

 

 

ELECTRICITY

 

 

 

 

 

 

 

 

 

 

 

Item

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

GAS

 

TELECOMS

 

OTHERS

 

ELIMINATIONS

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

12,226,093

 

8,026,210

 

12,338,451

 

864,523

 

410,886

 

3,032,072

 

(1,962,762

)

34,935,473

 

INVESTMENTS

 

361,344

 

35,079

 

660,359

 

10,095

 

19,905

 

369

 

 

1,087,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

1,724,735

 

588,227

 

5,016,326

 

211,882

 

62,200

 

21,116

 

(230,164

)

7,394,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(281,710

)

 

(1,913,209

)

 

 

 

102,815

 

(2,092,104

)

Charges for the use of the basic transmission grid

 

(126,129

)

(129

)

(378,909

)

 

 

 

122,917

 

(382,250

)

Gas bought for resale

 

 

 

 

(142,831

)

 

 

 

(142,831

)

Total operational cost of electricity and gas

 

(407,839

)

(129

)

(2,292,118

)

(142,831

)

 

 

225,732

 

(2,617,185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(58,705

)

(92,423

)

(406,525

)

(8,276

)

(8,938

)

(29,303

)

 

(604,170

)

Employees’ and managers’ profit shares

 

(3,508

)

(1,737

)

(20,043

)

 

(516

)

1,714

 

 

(24,090

)

Employee post-retirement benefits

 

(7,057

)

(6,835

)

(43,665

)

 

 

(4,218

)

 

(61,775

)

Material

 

(5,000

)

(4,861

)

(36,552

)

(491

)

(190

)

(136

)

 

(47,230

)

Outsourced services

 

(47,671

)

(34,752

)

(373,274

)

(2,820

)

(10,231

)

(4,658

)

4,432

 

(468,974

)

Depreciation and amortization

 

(207,948

)

(422

)

(239,207

)

(10,185

)

(18,106

)

(262

)

 

(476,130

)

Operational provisions

 

1,255

 

(586

)

(106,728

)

 

(8

)

(759

)

 

(106,826

)

Royalties for use of water resources

 

(74,349

)

 

 

 

 

 

 

(74,349

)

Cost of constructions

 

(16,450

)

(18,628

)

(660,360

)

 

 

 

 

(695,438

)

Others

 

(24,132

)

(17,010

)

(111,044

)

31

 

(12,245

)

(883

)

 

(165,283

)

Total cost of operation

 

(443,565

)

(177,254

)

(1,997,398

)

(21,741

)

(50,234

)

(38,505

)

4,432

 

(2,724,265

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(851,404

)

(177,383

)

(4,289,516

)

(164,572

)

(50,234

)

(38,505

)

230,164

 

(5,341,450

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

873,331

 

410,844

 

726,810

 

47,310

 

11,966

 

(17,389

)

 

2,052,872

 

Equity gain (loss) on subsidiaries

 

 

 

 

 

 

 

 

 

Financial revenue

 

73,154

 

59,554

 

238,406

 

14,094

 

4,010

 

53,221

 

 

 

442,439

 

Financial expenses

 

(167,294

)

(358,949

)

(410,219

)

 

 

 

 

(936,462

)

PRETAX PROFIT

 

779,191

 

111,449

 

554,997

 

61,404

 

15,976

 

35,832

 

 

1,558,849

 

Income tax and Social Contribution tax

 

(254,224

)

(40,073

)

(216,871

)

(16,615

)

(2,955

)

(12,515

)

 

(543,253

)

Deferred income tax and Social Contribution tax

 

20,724

 

(21,021

)

29,805

 

 

2,320

 

1,784

 

 

33,612

 

PROFIT (LOSS) FOR THE PERIOD

 

545,691

 

50,355

 

367,931

 

44,789

 

15,341

 

25,101

 

 

1,049,208

 

 

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Table of Contents

 

ECONOMIC AND FINANCIAL PERFORMANCE — CONSOLIDATED

 

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

 

Profit (loss) for the period

 

Cemig reports consolidated net profit for the first half of 2012 (1H12) of R$ 1,235,620, which compares with R$ 1,049,208 in the first half of 2011 (1H11), an increase of 17.77%. This primarily reflects revenue 15.80% higher, partially offset by operational costs and expenses 15.53% higher. Below are comments on the principal variations in revenue, costs and expenses between the two periods.

 

Ebitda (Method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in 1H12 was 13.64% higher than in 1H11.

 

Ebitda – R$ million

 

June 30, 2012

 

June 30, 2011
Reclassified

 

Change, %

 

Net profit for the year

 

1,235,620

 

1,049,208

 

17.77

 

+ Provision for income tax and Social Contribution tax

 

589,499

 

509,641

 

15.67

 

+ Financial revenue (expenses)

 

564,712

 

494,023

 

14.31

 

+ Amortization and depreciation

 

482,715

 

476,130

 

1.38

 

+ Equity gain (loss) on subsidiaries

 

1,458

 

 

 

= EBITDA

 

2,874,004

 

2,529,002

 

13.64

 

 

 

The higher Ebitda in 1H12 than 1H11 mainly reflects the Revenue line 15.80% higher, partially offset by Operational costs and expenses, excluding the effects of depreciation and amortization, 16.92% higher. The increase of operational costs and expenses in 1H12 from 1H11 is reflected in Ebitda margin, which was 34.20% in 2011, and 33.57% in 2012.

 

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Revenue from supply of electricity

 

Total revenue from supply of electricity in 1H12 was R$ 9,254,444, 15.49% more than in 1H11 (R$ 8,013,119).

 

Final consumers

 

Revenue from electricity sold to final consumers, excluding the Company’s own consumption, was R$ 8,129,333 in 1H12, which is 13.74% more than in 1H11 (R$ 7,147,548). The main factors in this result are:

 

·                  Volume of energy invoiced to final consumers (excluding Cemig’s own consumption) 3.79% higher.

 

·                  Tariff increase for Cemig Distribuição, with average impact for captive consumers of 7.24%, in effect from April 8, 2011 (having effect over the whole of 2012).

 

·                  Tariff increase for Cemig Distribuição, with average impact for captive consumers of 3.85%, in effect from April 8, 2012.

 

·                  Tariff adjustment for Light, with average impact on consumer tariffs of 7.82%, effective November 7, 2011.

 

Electricity sold to final consumers (MWh)

(Data not reviewed by external auditors)

 

 

 

MWh

 

Consumption by user category

 

First half 2012

 

First half 2011

 

Change, %

 

Residential

 

5,786,130

 

5,449,537

 

6.18

 

Industrial

 

12,629,659

 

12,747,757

 

(0.93

)

Commercial, services and others

 

3,968,559

 

3,541,497

 

12.06

 

Rural

 

1,273,323

 

1,148,382

 

10.88

 

Public authorities

 

670,922

 

608,034

 

10.34

 

Public illumination

 

724,336

 

666,924

 

8.61

 

Public service

 

760,213

 

708,963

 

7.23

 

Total

 

25,813,142

 

24,871,094

 

3.79

 

 

Revenue from wholesale electricity sales

 

Although the volume of electricity sold to other concession holders was 1.62% lower year-on-year, revenue from electricity sold to them was 8.95% higher, at R$ 827,635, in 1H12 than in 1H11 (R$ 759,658), due to the average sale price of electricity being 10.74% higher, at R$ 123.32/MWh in 2012, compared to R$ 111.36/MWh in 2011.

 

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Transactions in electricity on the CCEE

 

Revenue from transactions in electricity through the CCEE in 1H12 was R$ 281,963, an increase of 183.34% compared to 1H11 (R$ 99,513). The increase reflects a higher level for the average of the spot market price (Preço de Liquidação das Diferenças, or PLD), which increased from R$ 27.77 in 1H11 to R$ 115.15 in 1H12.

 

Revenue from use of the electricity distribution systems (TUSD)

 

The revenue of Cemig D and Light from the Tariff for Use of the Distribution Systems (Tarifa de Uso dos Sistemas Elétricos de Distribuição, or TUSD) was 14.19% higher, at R$ 1,031,824, in 1H12, than in 1H11 (R$ 903,585). This revenue comes from charges made to Free Consumers on energy sold by other agents of the electricity sector, and the increase of revenue arises from a higher volume of transport of energy for Free Consumers, mainly a consequence of migration of captive clients to the Free Market.

 

Transmission revenue

 

For the older concessions, Transmission revenue refers to the tariff charged to agents of the electricity sector, including Free Consumers connected to the high voltage network, for use of transmission network that is part of the National Grid, less the amounts received that are used for amortization of the financial asset.

 

For the new concessions, it includes the portion received from agents of the electricity sector relating to operation and maintenance of the transmission lines and also the adjustment to present value of the transmission financial asset constituted, primarily, during the period of construction of the transmission facilities. The rates used for updating of the asset correspond to the remuneration on capital applied to the undertakings, and these vary in accordance with the model of undertaking and the investing company’s cost of capital.

 

Transmission revenue was 16.18% higher, at R$ 746,225, in 1H12 than in 1H11 (R$ 642,290). The increase is mainly due to the increase in the Company’s transmission assets due to the acquisitions made in 2011, principally of Abengoa, acquired by the subsidiary Taesa. The part of the transmission revenue added by Taesa, in proportion to Cemig’s proportional equity stake in Taesa, was R$ 262,808 in the first half of 2012, compared to R$ 180,529 in 1H11.

 

There is more information in Explanatory Note 22 to the Consolidated Interim Financial Information.

 

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Taxes and charges applied to operational revenue

 

Charges and taxes reducing Operational revenue in 1H12 totaled R$ 3,807,527, compared to R$ 3,347,302 in 1H11, an increase of 13.75%. The main variations in these deductions from revenue, between the two years, are as follows:

 

The Fuel Consumption Account — CCC

 

The deduction from Revenue for the Fuel Consumption Account (Conta de Consumo de Combustível, or CCC) was R$ 341,891 in 1H12, compared to R$ 335,546 in 1H11 — 1.89% higher year-on-year. 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 Energy Development Account (Conta de Desenvolvimento Energético, or CDE), was R$ 289,941 in the first half of 2012 (1H12), 18.21% higher than in 1H11 (R$ 245,275). These payments are specified by a Resolution issued by the regulator, Aneel. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment; for the portion relating to transmission services the Company charges the CCC acts only to pass through the charge, charging it to Free Consumers on their invoices for use of the National Grid and passing it on to Eletrobrás.

 

Global Reversion Reserve — RGR

 

The charge for the Global Reversion Reserve (Reserva Global de Reversão, or RGR) was R$ 146,066 in 1H12, compared to R$ 91,696 in 1H11, an increase of 59.29%. The Global Reversion Reserve is an annual quota included in concession holders’ costs to generate funds for expansion and improvement of public electricity services. These payments are specified by the regulator, Aneel.

 

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

 

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Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses, excluding financial revenue (expenses) in 1H12 were R$ 6,171,046, 15.53% more than in 1H11 (R$ 5,341,450). There is more information in Explanatory Note 23 to the Consolidated Interim Financial Information.

 

The following paragraphs outline the main variations in expenses:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 1H12 was R$ 2,531,579, 21.01% more than in 1H11 (R$ 2,092,104). The main factors in the difference are:

 

·                  Cemig D’s financial exposure to the spot market was 123.65% higher, at R$ 320,256, in 1H12 than in 1H11 (R$ 143,195), reflecting a higher average of spot market prices (PLD), in all the sub-markets, starting in March 2012, added to the effect of the increase in the System Services Charge (Encargos de Serviços do Sistema, or ESS), due to thermal plants being dispatched.

 

·                  Cemig D’s expense on acquisition of electricity through auctions 10.45% higher — reflecting an initiative to minimize risk of financial exposure to the spot market.

 

·                  Cemig D’s expense on electricity from Itaipu Binacional — which is indexed to the dollar — 13.57% higher, at R$ 417,243 in 1H12, compared to R$ 367,397 in 1H11, due principally to the dollar strengthening against the Real (by 7.76%) in 1H12, in contrast to its depreciating against the Real (by 6.31%) in 1H11.

 

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.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission grid in 1H12 was R$ 485,189, 26.93% higher than in 1H11 (R$ 382,250).

 

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.

 

Personnel

 

Personnel expenses in 1H12 were R$ 652,126, 7.94% more than in 1H11 (R$ 604,170). The difference is primarily due to the salary increase of 8.20% given to employees under the Collective Salary Agreement of November 2011.

 

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Employees and managers’ profit shares

 

The expense on employees’ and managers’ profit shares in 1H12 was R$ 118,355, compared to R$ 24,090 in 1H11, an increase of 391.30%. The amount provisioned in 1H12 refers to part of the profit shares previously negotiated in the collective work agreement of November 2011, valid for 2011 and 2012.

 

Outsourced services

 

The expense on outsourced services in 1H12 was R$ 510,608, 8.88% more than in 1H11 (R$ 468,974). The items with highest differences between the two periods were: Meter reading and delivery of electricity bills; Consultancy services contracted by the jointly-controlled subsidiary Taesa; and Maintenance of facilities and electrical equipment. A breakdown of outsourced services is given in Explanatory Note 23 (b) to the Consolidated Interim Financial Information.

 

Gas bought for resale

 

The expense on electricity bought for resale in 1H12 was R$ 217,878, 52.54% more than in 1H11 (R$ 142,831). This primarily reflects the increase in the volume purchased, reflecting higher sales of gas by Gasmig in 2012, on expansion of consumption by clients in the “Steel Valley” (Vale do Aço) and the South of Minas (Sul de Minas) region due to greater industrial activity.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 564,712 in 1H12, compared to net financial expenses of R$ 494,023 in 1H11). The main factors between the periods are:

 

·                  Revenue from short-term cash investments 30.64% lower, due to a lower volume of cash being invested in 2012.

 

·                  Revenue from monetary updating of amounts paid into court in legal proceedings:  R$ 10.767 million in 1H12, from updating of a tax credit for successful final judgment in a legal action on the Death Duties/Donations Tax (Imposto sobre Transmissão Causa Mortis e Doação, or ITCD).

 

·                  Revenue from exchange rate variation: This totaled R$ 30,273, mainly on the cash investments recorded in the consolidation of the jointly-controlled subsidiary Taesa.

 

·                  Expense on foreign exchange variation: This totaled R$ 58,727, mainly reflecting the impact of exchange rate variations on loan contracts in US dollars assumed by the subsidiary Taesa in the acquisition of Abengoa.

 

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

 

Income tax and Social Contribution tax

 

In 1H12, Cemig posted expenses on income tax and the Social Contribution tax of R$ 589,499, representing 32.30% of the pre-tax profit of R$ 1,825,119.

 

In 1H11, Cemig posted expenses on income tax and the Social Contribution tax of R$ 509,641, representing 32.69% of the pre-tax profit of R$ 1,558,849.

 

These effective rates are reconciled with the nominal rates in Explanatory Note 8 to the Consolidated Interim Financial Information.

 

PROFIT AND LOSS ACCOUNTS FOR THE SECOND QUARTERS OF 2012 AND 2011

 

 

 

2Q12

 

2Q11

 

REVENUE

 

4,413,940

 

3,804,769

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

Personnel

 

(310,461

)

(322,203

)

Employees’ and managers’ profit shares

 

(62,467

)

(1,068

)

Post-employment obligations

 

(36,376

)

(30,887

)

Material

 

(18,653

)

(28,890

)

Outsourced services

 

(257,502

)

(254,325

)

Electricity bought for resale

 

(1,384,490

)

(1,016,344

)

Depreciation and amortization

 

(245,164

)

(236,361

)

Royalties for use of water resources

 

(46,243

)

(36,356

)

Operational provisions (reversals)

 

862

 

(65,758

)

Charges for the use of the basic transmission grid

 

(243,731

)

(192,636

)

Gas bought for resale

 

(117,434

)

(80,465

)

Infrastructure Cost of constructions

 

(422,323

)

(427,252

)

Other operational expenses, net

 

(82,002

)

(95,786

)

 

 

(3,225,984

)

(2,788,331

)

 

 

 

 

 

 

Operational profit (loss) before Equity gain (loss) and Financial revenue (expenses)

 

1,187,956

 

1,016,438

 

Equity gain (loss) on subsidiaries

 

(656

)

 

Financial revenue

 

223,164

 

262,581

 

Financial expenses

 

(525,796

)

(496,813

)

 

 

 

 

 

 

Pretax profit

 

884,668

 

782,206

 

 

 

 

 

 

 

Current income tax and Social Contribution tax

 

(375,486

)

(312,162

)

Deferred income tax and Social Contribution tax

 

95,050

 

53,013

 

PROFIT FOR THE PERIOD

 

604,232

 

523,057

 

 

Profit for the quarter

 

Cemig reports consolidated net profit for 2Q12 of R$ 604,232, which compares with R$ 523,057 in 2Q11, an increase of 15.52%.

 

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Ebitda (Method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in 2Q12 was 14.39% higher than in 2Q11:

 

EBITDA — R$ ’000 

 

2Q12

 

2Q11

 

Change %

 

Profit for the period

 

604,232

 

523,057

 

15.52

 

+ Expense on income tax and Social Contribution tax

 

280,436

 

259,149

 

8.21

 

+ Net financial revenue (expenses)

 

302,632

 

234,232

 

29.20

 

+ Amortization and depreciation

 

245,164

 

236,361

 

3.72

 

+ Equity gain (loss) on subsidiaries

 

656

 

 

 

EBITDA

 

1,433,120

 

1,252,799

 

14.39

 

 

EBITDA

 

 

The higher Ebitda in 2Q12 than 2Q11 mainly reflects revenue 16.01% higher, partially offset by operational costs and expenses 16.80% higher (excluding the effects of depreciation and amortization). Ebitda margin was 32.93% in 2Q11, and 32.47% in 2Q12.

 

REVENUES

 

 

 

Consolidated

 

 

 

2Q12

 

2Q11

 

Revenue from supply of electricity

 

4,667,717

 

4,066,710

 

Revenue from use of the electricity distribution systems (TUSD)

 

535,295

 

417,478

 

Revenue from use of the transmission grid

 

364,115

 

340,978

 

Construction revenue — Distribution

 

394,152

 

403,015

 

Construction revenue — Generation

 

29,132

 

24,387

 

Other operational revenues

 

315,245

 

251,853

 

Taxes and charges on revenue

 

(1,891,716

)

(1,699,652

)

Net operational revenue

 

4,413,940

 

3,804,769

 

 

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Revenue from supply of electricity

 

 

 

MWh (*)

 

R$

 

 

 

2Q12

 

2Q11

 

Change %

 

2Q12

 

2Q11

 

Change %

 

Residential

 

2,837,582

 

2,618,129

 

8.38

 

1,532,619

 

1,312,405

 

16.78

 

Industrial

 

6,473,564

 

6,490,521

 

(0.26

)

1,126,960

 

1,076,295

 

4.71

 

Commercial, services and others

 

1,964,043

 

1,731,748

 

13.41

 

878,330

 

735,098

 

19.48

 

Rural

 

705,939

 

611,540

 

15.44

 

193,133

 

164,346

 

17.52

 

Public authorities

 

342,467

 

306,349

 

11.79

 

153,977

 

134,607

 

14.39

 

Public illumination

 

361,165

 

344,169

 

4.94

 

96,913

 

89,132

 

8.73

 

Public service

 

382,739

 

353,690

 

8.21

 

114,368

 

103,170

 

10.85

 

Subtotal

 

13,067,499

 

12,456,146

 

4.91

 

4,096,300

 

3,615,053

 

13.31

 

Own consumption

 

15,572

 

14,431

 

7.91

 

 

 

 

Supply not yet invoiced, net

 

 

 

 

5,507

 

21,197

 

(74.02

)

 

 

13,083,071

 

12,470,577

 

4.91

 

4,101,807

 

3,636,250

 

12.80

 

Wholesale supply to other concession holders

 

3,256,062

 

3,411,595

 

(4.56

)

400,535

 

394,934

 

1.42

 

Transactions in electricity on the CCEE

 

547,070

 

1,040,058

 

(47.40

)

158,932

 

32,599

 

387.54

 

Sales under Proinfa

 

20,954

 

13,317

 

57.35

 

6,443

 

2,927

 

120.12

 

Total

 

16,907,157

 

16,935,547

 

(0.17

)

4,667,717

 

4,066,710

 

14.78

 

 


(*) Information in MWh has not been reviewed by the external auditors.

 

Total revenue from supply of electricity in 2Q12 was R$ 4,101,807, 12.80% more than in 2Q11 (R$ 3,636,250).

 

The main factors affecting revenue in 2012 were:

 

·                  Tariff increase for Cemig D, with average impact for consumers of 3.85%, in effect from April 8, 2012.

 

·                  Tariff increase for Cemig D, with average impact for consumers of 7.24%, in effect from April 8, 2011.

 

·                  Volume of energy invoiced to final consumers (excluding Cemig’s own consumption) 4.91% higher.

 

Revenue from wholesale electricity sales

 

Although the volume of electricity sold to other concession holders was 4.56% lower in 2Q12 than 2Q11, the revenue from it was 1.42% higher, at R$ 400,535, compared to R$ 394,934 in 2Q11, due to the average sale price of electricity being 6.26% higher in 2Q12, at R$ 123.01/MWh, vs. R$ 115.76/MWh in 2Q11.

 

Transactions in electricity on the CCEE

 

Revenue from transactions in electricity on the Electricity Trading Market (CCEE) in 1H12 was R$ 158,932, 387.54% more than in 1H11 (R$ 32,599). This reflects the higher average spot price (Preço de Liquidação das Diferenças, or PLD), which increased from R$ 27.77/MWh in 1H11 to R$ 115.15 in 1H12.

 

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Revenue from use of the electricity distribution systems (TUSD)

 

The revenue of Cemig D and Light from the Tariff for Use of the Distribution Systems (TUSD) was 28.22% higher, at R$ 535,295, in 2Q12, than in 2Q11 (R$417,478). This revenue comes from charges made to Free Consumers, on electricity sold by other agents of the sector.

 

Transmission revenue

 

The Revenue from use of the network was not significantly different in the two quarters: R$ 364,115 in 2Q12, compared to R$ 340,978 in 2Q11.

 

Taxes and charges applied to revenue

 

 

 

2Q12

 

2Q11

 

Change %

 

Taxes on revenue

 

 

 

 

 

 

 

ICMS tax

 

979,892

 

859,139

 

14.06

 

Cofins tax

 

406,407

 

366,414

 

10.91

 

PIS and Pasep taxes

 

88,282

 

79,560

 

10.96

 

ISS and other taxes

 

1,572

 

1,380

 

13.91

 

 

 

1,476,153

 

1,306,493

 

12.99

 

Charges to the consumer

 

 

 

 

 

 

 

Global Reversion Reserve — RGR

 

71,948

 

48,589

 

48.07

 

Energy Efficiency Program — P.E.E.

 

12,447

 

10,208

 

21.93

 

Energy Development Account — CDE

 

138,335

 

122,420

 

13.00

 

Fuel Consumption Account — CCC

 

145,207

 

178,244

 

(18.53

)

Research and Development — P&D

 

11,540

 

9,498

 

21.50

 

National Scientific and Technological Development Fund — FNDCT

 

9,938

 

8,356

 

18.93

 

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

 

3,395

 

4,178

 

(18.74

)

Emergency Capacity Charge

 

12,690

 

4,377

 

189.92

 

0.30% additional payment (Law 12111/09)

 

10,063

 

7,289

 

38.06

 

 

 

415,563

 

393,159

 

5.70

 

 

 

1,891,716

 

1,699,652

 

11.30

 

 

Total taxes and charges applicable to revenue were R$ 1,891,716 in 2Q12, compared to R$ 1,699,652 in 2Q11, an increase of 11.30%. The main variations in these deductions from revenue, between the two years, are as follows:

 

Global Reversion Reserve — RGR

 

This charge (Reserva Global de Reversão, or RGR) was 48.07% higher, year-on-year. This is a non-controllable cost: the amount reported in the Profit and loss account corresponds to the amount in fact passed through to the tariff.

 

The Fuel Consumption Account — CCC

 

The deduction from revenue for the CCC was R$ 145,207 in 2Q12, compared to R$ 178,224 in 2Q11, 18.53% lower. 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.

 

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CDE — Energy Development Account

 

The payment for the Energy Development Account (Conta de Consumo de Combustível, or CDE), which is set by an Aneel Resolution, was 13.00% higher in the comparison between the periods: R$ 138,335 in 1H12, compared to R$ 122,420 in 1H11.

 

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 Financial revenue (expenses)) totaled R$ 3,225,984 in 2Q12, 15.70% more than in 2Q11 (R$ 2,788,331). This particularly reflects higher costs of: Employee profit shares; Electricity bought for resale; Operational reversals; Charges for use of the national grid; and Gas bought for resale.

 

The following paragraphs outline the main variations in expenses:

 

Employees’ and managers’ profit shares

 

The expense on employees’ and managers’ profit shares in 2Q12 was R$ 62,467, compared to R$ 1,068 in 2Q11, an increase of 5.748.97%. The difference is due to the fact that the provisioning for the results of 2011 took place in April, 2012, whereas for the previous year it took place in March.

 

Electricity bought for resale

 

The expense on electricity bought for resale in 2Q12 was R$ 1,384,490, 36.22% more than in 2Q11 (R$ 1,016,344). The main factors in the difference were:

 

·                  Cemig D’s financial exposure to the stock market was 160.18% higher in 2Q12, at R$ 212,547, compared to R$ 81,693 in 2Q11, due to the spot market price (Preço de Liquidação das Diferenças, or PLD) being higher, in all the sub-markets, as from March 2012; and also due to the System Services Charge (Encargos de Serviços do Sistema, or ESS) being higher since thermal plants were dispatched.

·                 Electricity bought in the Regulated Market by Cemig D at auctions cost 35.11% more, reflecting a strategy of minimizing the risks of financial exposure to the spot market.

·                  Cemig D’s expense on electricity from Itaipu Binacional, which is indexed to the dollar, was 25.85% higher, at R$ 226,332 in 2Q12, compared to R$ 179,845 in 2Q11, reflecting the fact that the Real depreciated against the dollar in the first half of 2012, whereas it appreciated in the first half of 2011: in 1H12 the dollar rose 7.76% against the Real, and in 1H11 it fell 6.31%.

 

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Charges for use of the transmission grid

 

The expense on charges for use of the transmission grid in 2Q12 was R$ 243,731, 26.52% more than in 2Q11 (R$ 192,636). These expenses, 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.

 

Gas bought for resale

 

The expense on electricity bought for resale in 2Q12 was R$ 117,434, 45.94% more than in 2Q11 (R$ 80,465). This primarily reflects the increase in the volume purchased, reflecting higher sales of gas by Gasmig in 2012, in turn reflecting expansion of consumption by clients in the “Steel Valley” (Vale do Aço) and the South of Minas (Sul de Minas) region, due to increased industrial activity.

 

Net financial revenue (expenses)

 

 

 

2Q12

 

2Q11

 

Change %

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

Income from financial investments

 

72,784

 

113,190

 

(35.70

)

Charges on arrears of overdue electricity bills

 

45,816

 

44,290

 

3.45

 

Monetary updating

 

16,025

 

25,020

 

(35.95

)

Monetary Updating on escrow account (Note 11)

 

1,205

 

 

 

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

 

34,732

 

57,054

 

(39.12

)

Foreign exchange variations

 

4,137

 

20,613

 

(79.93

)

Pasep and Cofins taxes on financial revenues

 

(1,096

)

(787

)

39.26

 

Gains on financial instruments

 

19,726

 

 

 

Adjustment to present value

 

6,122

 

 

 

Others

 

23,713

 

3,201

 

640.80

 

 

 

223,164

 

262,581

 

(15.01

)

FINANCIAL EXPENSES

 

 

 

 

 

 

 

Costs of loans and financings

 

(331,094

)

(365,502

)

(9.41

)

Foreign exchange variations

 

(43,298

)

(2,260

)

1,819.03

 

Monetary updating — loans and financings

 

(46,683

)

(45,202

)

3.28

 

Monetary updating - paid concessions

 

(11,689

)

(3,039

)

284.63

 

Monetary updating — P&D and P.E.E.

 

(6,185

)

(8,782

)

(29.57

)

Monetary updating - Others

 

(11,977

)

(7,886

)

51.88

 

Losses on financial instruments

 

 

(3,889

)

 

Adjustment to present value

 

 

(665

)

 

Charges and monetary updating on Post-retirement benefits

 

(28,750

)

(30,365

)

(5.32

)

Others

 

(46,050

)

(29,223

)

57.57

 

 

 

(525,796

)

(496,813

)

5.83

 

NET FINANCIAL REVENUE

 

(302,632

)

(234,232

)

29.20

 

 

Net financial revenues in 2Q12 were R$ 302,632, 29.20% higher than in 2Q11 (R$ 234,232). The main factors in differences between the two quarters were:

 

·                  Revenue from cash investments 35.70% lower, due to a lower volume of cash invested in 2012.

 

·                  Lower expenses on loans and financings: R$ 331,094 in 2Q12, compared to R$ 365,502 in 2Q11. This reflects the lower variation in the CDI rate in 2Q12 than in 2Q11: 2.09% in 2Q12, vs. 2.80% in 2Q11.

 

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·                  Foreign exchange variations: The expense on FX variation of R$ 43,298 in 2Q12 mainly reflects FX variations on loans denominated in dollars assumed by the subsidiary Taesa in the acquisition of Abengoa.

 

Income tax and Social Contribution tax

 

In 2Q12, Cemig posted expenses on income tax and the Social Contribution tax of R$ 280,436, representing 31.70% of the pre-tax profit of R$ 884,668. In 2Q11, Cemig posted expenses on income tax and the Social Contribution tax of R$ 259,149, representing 33.13% of the pre-tax profit of R$ 782,206.

 

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

(Data not reviewed by external auditors)

 

INVESTOR RELATIONS

 

In 2011, through strategic actions aiming to enable investors and stockholders to have a correct valuation of our businesses and our prospects for growth and addition of value, we increased Cemig’s exposure to the Brazilian and global capital markets as the leading company of the sector.

 

We maintain a constant and proactive flow of communication with Cemig’s investor market, strengthening our credibility, seeking to increase investors’ interest and ensure their satisfaction in relation to the Company’s shares.

 

Our results are published in presentations given by video webcasts and conference calls, with simultaneous translation into English, at which members of the Executive Board are always present — developing an increasingly transparent relationship, in line with best corporate governance practices.

 

To serve our stockholders, who are spread over 40 countries, and facilitate optimum coverage of investors, Cemig was present in Brazil and worldwide at innumerable seminars, conferences, investor meetings, congresses, and roadshows; and also held video and telephone conference calls with analysts, investors and other parties interested in the capital markets.

 

In May, for the 17th year running, we held our now traditional Cemig Meeting with the Capital Markets and Investors, together with the Brazilian Capital Markets and Analysts’ Association (Associação dos Analistas e Profissionais de Investimentos do Mercado de Capitais — Apimec), in the town of Belo Horizonte, Minas Gerais, where these professionals once again had the opportunity to interact with the company’s directors and principal executives.

 

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CORPORATE GOVERNANCE

 

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

 

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

 

Cemig’s preferred (PN) and common (ON) shares have been listed at Corporate Governance Level 1 on the Bovespa Stock Exchange ( in Sao Paulo) since 2001 (with tickers CMIG4 and CMIG3 respectively). Level 1 classification represents a guarantee to our stockholders of optimum reporting of information, and also that stockholdings are relatively widely dispersed. Because Cemig has ADRs (American Depository Receipts) listed on the New York Stock Exchange, representing preferred shares (with ticker CIG) and common shares (ticker CIG.C), it is also subject to the regulations of the US Securities and Exchange Commission (SEC) and the New York Stock Exchange Listed Companies Manual. Our preferred shares have been listed on the Latibex of the Madrid stock exchange (with ticker XCMIG) since 2002.

 

Since the end of 2006 our material procedures related to preparation of the Consolidated Financial Statements have been compliant with the requirements of Section 404 of the Sarbanes-Oxley law of the US.

 

As well as our dividend policy and our bylaws include the targets of the Strategic Plan, as follows :

 

·                  — To keep consolidated indebtedness equal to or less than 2 times Ebitda.

·                  — To keep the consolidated ratio (Net debt) / (Net debt + Stockholders’ equity) equal to or less than 40%.

·                  — To limit consolidated funds in Current assets to 5% of Ebitda.

·                  — Consolidated funds allocated to capital expenditure in each business year to be limited to 40% of Ebitda (exceptionally for 2006, 2007 and 2011 the percentage was 65%, 55% and 71.7% of Ebitda, respectively).

·                 — To invest only in distribution, generation and transmission projects which offer real minimum internal rates of return equal to or greater than those specified in the company’s Strategic Plan, subject to the legal obligations.

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

 

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

 

·                 — Consolidated debt: maximum of 2.5 times Ebitda.

·                 — Consolidated ratio (Net debt) / (Net debt + Stockholders’ equity): maximum of 50%.

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

 

Board of Directors

 

Meetings

 

Our Board of Directors met 26 times in 2011, to discuss strategic planning, projects, acquisition of new assets, and various other investments, among other subjects.

 

Membership, election and period of office

 

The present Board of Directors was elected on April 27, 2012, by the cumulative voting method, as specified by Article 141 of Law 6404 of December 15, 1976, as amended.

 

The periods of office of the present members of the Board of Directors expire at the Annual General Meeting of Stockholders to be held in 2013.

 

Principal responsibilities and attributions:

 

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

 

·                  Decision, before signing, on any contract to be entered into between Cemig and any stockholders or their parent companies.

·                  Decision on any sale of assets, loans or financings, charge on the company’s property, plant or equipment, guarantees to third parties, or other legal acts or transactions, with value of R$ 5 million or more.

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

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

 

Since 2006 Cemig has had committees, made up of members of the Board of Directors to discuss and analyze matters to be decided by the Board, as follows:

 

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1.          Board of Directors’ Support Committee.

2.          The Corporate Governance and Sustainability Committee.

3             The Human Resources Committee.

4.          The Strategy Committee.

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

6.          The Finance, Audit and Risks Committee.

 

Qualification and remuneration

 

The members of the Board of Directors have training and experience in a wide range of areas (business administration, engineering, law, diplomacy, etc.), and very broad experience in business management. Their remuneration is 20% of the average received by our Chief Officers, and does not include any share purchase options.

 

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

 

Audit Committee

 

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

 

The Executive Board

 

The Executive Board is made up of eleven members whose individual functions are set by the company’s by-laws. They are elected by the Board of Directors for periods of office of three years. They may be reelected; they may also be dismissed at any time by the Board of Directors.

 

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

 

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The periods of office of the present Chief Officers expire at the first meeting of the Board of Directors held after the Ordinary General Meeting of Stockholders of 2013.

 

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

 

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

 

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

·                  Decision on any sale of goods, loans or financings, pledge of the company’s property, plant or equipment, or guarantees to third parties or other legal acts or transactions, with value of less than R$ 14.7 million.

 

The Executive Board normally meets weekly. In 2011 it held 63 meetings.

 

A list of the names and summary résumés of its members is on our website: http://ri.cemig.com.br. http://ri.cemig.com.br.

 

The Audit Board

 

Meetings

 

The Audit Board held 10 meetings in 2011.

 

Membership, election and period of office

 

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

 

·                 one elected by the holders of the preferred shares;

·                 one elected by holders of common shares representing at least 10% of the share capital, and not belonging to the controlling stockholding group; and

·                 three elected by the majority stockholder.

 

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

 

Principal responsibilities and attributions:

 

As well as the attributions specified by Law 6404 of December 15, 1976, as amended, we opted, in relation to the Sarbanes-Oxley law, to which we are subject due to our shares being registered with the Securities and Exchange Commission (SEC — the

 

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capital markets regulator of the United States) to exercise the exemption allowed by Rule 10-3A of the Exchange Act, regulated by SEC Release 82-1234, which accepts the activity of the Audit Board as an alternative to the Audit Committee as defined by the Sarbanes-Oxley law.

 

Qualification and remuneration

 

The Audit Board is a multi-disciplinary body, made up of members with various competencies (accounting, economics, business administration, and others). Their remuneration is 10% of the average earned by the Chief Officers.

 

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

 

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The Sarbanes-Oxley Law

 

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

 

Management of corporate risks

 

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

 

Cemig’s corporate risks management structure was put in place in 2003. The risks matrix was revised for the first time in 2004, and a second time in 2005-6, aiming to identify changes in relation to the level of performance expected for each process. We have perceived an improvement in the effectiveness of the strategic controls, a commitment to implementation of the mitigating action plans proposed and, consequently, reduction of the financial impact and of the probability of occurrence of innumerable risks.

 

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

 

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

 

Functional structure

 

The main determining factor for the option adopted for functional structure is decentralized management by Risk Managers. This expresses the corporative and matricial nature of the function, with monitoring centralized by the Corporate Risk

 

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Management Unit, which generates relevant information with a systemic view and meets the demands of the Corporate Risk Management Committee. The Committee analyzes and prioritizes the actions established by the Board of Directors and the Executive Board.

 

Challenges

 

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

 

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

 

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

 

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Statement of Ethical Principles and Code of Professional Conduct

 

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

 

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

 

In December 2006 we created the Information Channel, to be used only by Cemig employees and workers. It enabled the Ethics Committee to receive anonymous reports, via an open channel on our intranet — the Anonymous Information Channel. These reports can deal with any type of irregular practice contrary to the Company’s interest, such as: financial fraud, including adulteration, falsification or suppression of financial, tax or accounting documents; undue appropriation of goods or funds; receipt of undue advantage by managers or employees; irregular contracting; or other illegal practices.

 

The Ethics Committee

 

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

 

It can receive and investigate any reports of violations of the ethical principles and rules of conduct, provided they are presented in a written document signed by the interested party, and sent to the address: Cemig, Av. Barbacena 1200, SA/17°/B2, accompanied by indication of the means of proof (witnesses, documents or other sufficient and appropriate means). They can also be sent by email or telephone — the address and phone number are well known to all the company’s employees.

 

In December 2006 we put in place our Anonymous Information Channel, available on the corporate intranet, the purpose of which is to receive, submit and process accusations of irregular practices, such as financial fraud, undue appropriation of assets, receipt of irregular advantages or illegal contracting. This channel is one more step for the company in the direction of improving transparency, correct behavior and the concept of corporate governance within Cemig. Acceptance and adoption of this instrument of corporate governance improves the management of our employees and of our business, and reaffirms our ethical principles.

 

Cemig’s Statement of Ethical Principles and Code of Professional Conduct is stated in 11 principles, which express the ethical conduct and values incorporated into the Company’s culture. It is available on our Internet page: http://ri.cemig.com.br.

 

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POSITION OF STOCKHOLDERS WITH MORE THAN

5% OF THE VOTING STOCK ON JUNE 30, 2012 (1)

 

Stockholders

 

COMMON SHARES
(thousand)

 

%

 

PREFERRED SHARES
(thousand)

 

%

 

TOTAL SHARES
(thousand)

 

%

 

State of Minas Gerais

 

189,991,615

 

50.96

 

 

0.00

 

189,991,615

 

22.27

 

Other entities of the State

 

50,246

 

0.01

 

8,821,839

 

1.84

 

8,872,085

 

1.00

 

Total, controlling stockholder

 

190,041,861

 

50.97

 

8,821,839

 

1.84

 

198,863,700

 

23.31

 

AGC Energia S.A. (2)

 

122,901,990

 

32.96

 

 

0.00

 

122,901,990

 

14.41

 

 


Notes:

(1)         The share capital was increased on April 27, 2012, with a stock bonus of 25% in new shares.

(2)         The stockholder AGC Energia S.A. is wholly controlled by Andrade Gutierrez Concessões S.A., a company registered for listing with the CVM.

 

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SHARES OF THE CONTROLLING STOCKHOLDER, SENIOR MANAGEMENT AND MEMBERS OF THE AUDIT BOARD

 

 

 

June 30, 2012

 

June 30, 2011

 

 

 

ON

 

PN

 

ON

 

PN

 

CONTROLLING STOCKHOLDER

 

190,041,861

 

8,821,839

 

152,033,489

 

7,057,472

 

Board of Directors

 

2,899

 

1,484

 

1,321

 

1,187

 

Adriano Magalhães Chaves

 

1

 

 

1

 

 

Antônio Adriano Silva

 

1

 

 

1

 

 

Arcângelo Eustáquio Torres Queiroz

 

1

 

 

1

 

 

Bruno Magalhães Menicucci

 

 

1

 

 

 

Christiano Miguel Moysés

 

1

 

 

 

 

Djalma Bastos de Morais

 

 

68

 

 

55

 

Dorothea Fonseca Furquim Werneck

 

1

 

 

1

 

 

Eduardo Borges de Andrade

 

 

1

 

 

1

 

Fernando Henrique Schüffner Neto

 

 

530

 

 

424

 

Francelino Pereira dos Santos

 

1

 

 

1

 

 

Franklin Moreira Gonçalves

 

1

 

 

1

 

 

Guilherme Horta Gonçalves Junior

 

1

 

 

1

 

 

Guy Maria Villela Paschoal

 

13

 

 

11

 

 

João Camilo Penna

 

1

 

1

 

1

 

1

 

Joaquim Francisco de Castro Neto

 

1

 

 

 

 

José Augusto Gomes Campos

 

 

1

 

 

 

Lauro Sérgio Vasconcelos David

 

1

 

 

1

 

 

Leonardo Maurício Colombini Lima

 

1

 

 

1

 

 

Marco Antônio Rodrigues da Cunha

 

1

 

 

1

 

 

Maria Estela Kubitschek Lopes

 

1

 

 

1

 

 

Newton Brandão Ferraz Ramos

 

1

 

 

1

 

 

Otávio Marques de Azevedo

 

 

1

 

 

1

 

Paulo Márcio de Oliveira Monteiro

 

 

526

 

 

421

 

Paulo Roberto Reckziegel Guedes

 

 

1

 

 

1

 

Paulo Sérgio Machado Ribeiro

 

120

 

1

 

96

 

1

 

Ricardo Coutinho de Sena

 

 

1

 

 

1

 

Saulo Alves Pereira Júnior

 

 

1

 

 

1

 

Tarcísio Augusto Carneiro

 

2,751

 

350

 

2,201

 

280

 

 

 

 

SHARES HELD

 

 

 

June 30, 2012

 

June 30, 2011

 

NAME

 

ON

 

PN

 

ON

 

PN

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE BOARD

 

10

 

869

 

7

 

634

 

Djalma Bastos de Morais

 

 

68

 

 

50

 

Arlindo Porto Neto

 

1

 

 

1

 

 

Fernando Henrique Schüffner Neto

 

 

530

 

 

386

 

Frederico Pacheco de Medeiros

 

1

 

 

 

 

Fuad Jorge Noman Filho

 

 

 

 

 

José Carlos de Mattos

 

 

 

 

 

José Raimundo Dias Fonseca

 

 

 

 

 

Luiz Fernando Rolla

 

7

 

 

6

 

 

Luiz Henrique de Castro Carvalho

 

 

 

 

 

Luiz Henrique Michalick

 

 

271

 

 

198

 

Maria Celeste Morais Guimarães

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUDIT BOARD

 

 

 

 

 

Aliomar Silva Lima

 

 

 

 

 

Ari Barcelos da Silva

 

 

 

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

 

 

 

 

Helton da Silva Soares

 

 

 

 

 

Luiz Guaritá Neto

 

 

 

 

 

Marcus Eolo de Lamounier Bicalho

 

 

 

 

 

Newton de Moura

 

 

 

 

 

Rafael Cardoso Cordeiro

 

 

 

 

 

Thales de Souza Ramos Filho

 

 

 

 

 

Vicente de Paulo Barros Pegoraro

 

 

 

 

 

 

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FREE FLOAT (SHARES IN CIRCULATION)

(Other than shares owned by the State of Minas Gerais) (*)

 

DATE

 

COMMON SHARES

 

%

 

PREFERRED SHARES

 

%

 

TOTAL
SHARES

 

%

 

June 30, 2012

 

182,792,314

 

49.03

 

470,993,302

 

98.09

 

653,785,616

 

76.64

 

June 30, 2011

 

146,233,846

 

49.03

 

376,794,638

 

98.09

 

523,028,484

 

76.64

 

 


Note: (*) The share capital was increased on April 27, 2012, with a stock bonus of 25% in new shares.

 

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Deloitte Touche Tohmatsu

 

Rua Paraíba, 1122

 

20º e 21º andares

 

30130-141 - Belo Horizonte - MG

 

Brasil

 

 

 

Tel: +55 (31) 3269-7400

 

Fax: +55 (31) 3269-7470

 

www.deloitte.com.br

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

 

To the Shareholders, Directors and Management of

Cemig Companhia Energética de Minas Gerais – CEMIG

Belo Horizonte - MG

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Energética de Minas Gerais – CEMIG (the “Company”), for the quarter ended June 30, 2012, which comprises the balance sheet as at June 30, 2012, and the related income statement and statement of comprehensive income for the three- and six-month periods then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including the explanatory notes.

 

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

 

Scope of review

 

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

 

Conclusion on the individual interim financial information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the interim financial information referred to above is not prepared, in all material respects, in accordance

 

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with CPC 21 and presented in accordance with the standards issued by the Brazilian Securities Commission.

 

Conclusion on the consolidated interim financial information

 

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

 

Emphasis of matter

 

Without modifying our conclusion, we draw attention to Note 2, which states that the individual interim financial information has been prepared in accordance with accounting practices adopted in Brazil. In the case of Companhia Energética de Minas Gerais – CEMIG these practices differ from IFRSs, applicable to individual interim financial information, only with respect to the measurement of investments in subsidiaries, associates and joint ventures by the equity method of accounting, which, for purposes of IFRS would be measured at cost or fair value.

 

Without modifying our conclusion, we draw attention to the fact that the indirect jointly controlled subsidiary Madeira Energia S.A. has been recognizing recurring losses on its operations and that, as at June 30, 2012, current liabilities exceed current assets by R$1,500 million. The proportional impact on the Company is R$150 million. Management of Madeira Energia S.A. has plans to address the net working capital situation. As at that date, Madeira Energia S.A. depends on the financial support from its shareholders and/or on borrowings from third parties to continue its operation.

 

Without modifying our conclusion, we draw attention to the fact that the indirect jointly controlled subsidiary Madeira Energia S.A. and its subsidiary are incurring costs on the implementation of the project to build Santo Antônio hydroelectric power plant. The property, plant and equipment relating to the aforementioned amounts totaled R$12,956 million as at June 30, 2012 which, according to the financial projections prepared by Management, should be absorbed by means of the future revenues generated after startup of the entity’s activities. As at June 30, 2012, property, plant and equipment proportional to the Company amounted to R$1,295 million.

 

Without modifying our conclusion, we draw attention to Note 17, which states that its subsidiary Cemig Geração e Transmissão S.A. was a party to borrowing, financing and debentures agreements containing covenants that were not met as at June 30, 2012. The subsidiary’s management obtained waivers from all lenders only after June 30, 2012; for this reason, as prescribed in the accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS), Company’s management reclassified the amount of R$2,882 million from noncurrent to current liabilities, both in the consolidated, as at June 30, 2012.

 

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Other matters

 

Statements of value added

 

We have also reviewed the individual and consolidated interim statements of value added (“DVA”), for the six-month period ended June 30, 2012, prepared under the responsibility of the Company’s management, the presentation of which is required by the standards issued by the Brazilian Securities Commission (CVM), and is considered as supplemental information for IFRS that does not require the presentation of a DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information in accordance with CPC 21, taken as a whole.

 

Review of individual and consolidated interim financial information for the quarter ended June 30, 2011 and audit of individual and consolidated financial statements for the year ended December 31, 2011

 

The corresponding information and figures for the three- and six-month periods ended June 30, 2011, presented for purposes of comparison, were previously reviewed by other independent auditors, who issued a report dated August 12, 2011, containing emphasis-of-matter paragraphs relating to: (i) the fact that the indirect jointly controlled subsidiary Madeira Energia S.A. - MESA and its subsidiary were incurring in expenses related to the implementation of the project to build Santo Antônio Hydroelectric Power Plant which, according to the financial projections prepared by its Management, should be absorbed by future revenues from operating activities; and (ii) the fact that subsidiaries Cemig Geração e Transmissão S.A. and Cemig Distribuição S.A. were parties to borrowing, financing and debentures agreements containing covenants that were not met as at June 30, 2011. Management of the subsidiaries obtained waivers from all lenders only after June 30, 2011; for this reason, as prescribed in the accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS), Management reclassified the amount of R$3,508 million from noncurrent to current liabilities as at June 30, 2011.

 

The corresponding information and figures for the year ended December 31, 2011, presented for purposes of comparison, were previously audited by other independent auditors, who issued a report dated March 26, 2012, which contained emphasis-of-matter paragraphs relating to: (i) the fact that the indirect jointly controlled subsidiary Madeira Energia S.A. recognized recurring losses on its operations and recorded excess liabilities over current assets in the year ended December 31, 2011 in the consolidated amount of R$1,279 million. The proportional effect on the Company was R$128 million; and (ii) the fact that the indirect jointly controlled subsidiary Madeira Energia S.A. and its subsidiary were incurring costs on the implementation of the project to build Santo Antônio Hydroelectric Power Plant which, according to the financial projections prepared by its Management, should be absorbed by future revenues from operating activities.

 

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

 

Belo Horizonte, August 13, 2012

 

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DELOITTE TOUCHE TOHMATSU

 

José Ricardo F. Gomez

Auditores Independentes

 

Accountant

CRC-2SP 011.609/O-8 F/MG

 

CRC-1SP 218.398/O-1 S/MG

 

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2. Summary of Minutes of the 543rd Meeting of the Board of Directors, August 22, 2012

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

BOARD OF DIRECTORS

 

SUMMARY OF MINUTES

OF THE

543RD MEETING

 

Date, time and place:

 

August 22, 2012 at 9 a.m. at the Company’s head office,

 

 

Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil.

 

 

 

 

Meeting Committee:

 

Chair:

Dorothea Fonseca Furquim Werneck / Djalma Bastos de Morais;

 

 

Secretary:

Anamaria Pugedo Frade Barros.

 

Summary of proceedings:

 

I           Conflict of interest: The Chairman asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest, except the Board members:

 

Dorothea Fonseca Furquim Werneck,

 

Adriano Magalhães Chaves,

Marco Antonio Rodrigues da Cunha and

 

Paulo Sérgio Machado Ribeiro,

 

who stated themselves to have conflict of interest in relation to:

 

(Item III)                Cancellation of Board Spending Decision (CRCA) 070/2010, relating to signature of a Working Agreement to establish obligations arising from termination of the Mutual Cooperation Assignment Agreement with the State of Minas Gerais, through its Planning and Management Department (Seplag), and signature of the related Final Term of Settlement and Receipt;

 

(Item IV.a.3.e)      Signature of a Technical Cooperation Agreement with the Health Department of the State of Minas Gerais, to participate in the “Waiting Room” (Sala de Espera) project of the Minas Health Channel (Canal Minas Saúde):

 

(Item IV.a.3.f)       Signature of a Working Agreement, for establishment of the Bioerg Institute, with the State of Minas Gerais, via its Science, Technology and Higher Education Department (Sectes), and with:

 

the Minas Gerais State Research Foundation (Fapemig);

the Minas Gerais Technology Center Foundation (Cetec);

the National Industrial Apprenticeship Service — Minas Gerais Region (Senai—DR/MG);

the Minas Gerais Industries Federation (Fiemg); and

the Agency for Energy (Adene);

 

These Members withdrew from the meeting room at the time of discussion and voting on these matters, returning after the vote on it had been taken, to proceed with the meeting.

 

II          The Board approved:

 

a)     Complementation of Board Spending Decisions (CRCAs) 074/2010 and 007/2011 — relating to increase in the share capital of Parati S.A. — Participações em Ativos de Energia Elétrica (“Parati”), up to the limit of one billion six hundred million Reais.

 

b)    The minutes of this meeting.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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III        The board canceled CRCA-070/2010, relating to signature of an agreement establishing the obligations arising from termination of the Cooperation Agreement with the State of Minas Gerais through its Planning and Management Department (Seplag), and the final term of settlement and Receipt for all the obligations under the agreement, in relation to the secondment of the employee Adriano Magalhães Chaves, since the debit has been paid by bank draft to expedite the matter.

 

IV        The Board ratified:

 

a)     The votes given in favor, by the representative of Cemig, at the following meetings of Parati:

 

1)    Extraordinary General Meeting of Stockholders of April 11, 2011. These votes:

 

a)     approved changes to the whole of that Company’s by-laws;

 

b)    approved an increase in the share capital of that Company, from eight hundred Reais to eight hundred and twenty Reais and eighty nine centavos, divided into eight hundred and sixteen common shares and eight hundred and sixteen preferred shares, with consequent alteration of Clause 5 of the by-laws;

 

c)     took cognizance of the resignation of the following Board Members:

 

Marcos Pimentel da Rosa,

 

Sérgio Cutolo dos Santos,

 

Alex Abou Mourad

Eduardo Nogueira Domeque

 

João Procópio Campos Loures Vales, and

 

João Batista Pezzini;

 

d)    elected, as members of the Board of Directors,

 

André Fernandes Berenguer,

 

Renato Proença Lopes,

 

Mario Antonio Thomazi,

Oderval Esteves Duarte Filho,

 

Djalma Bastos de Morais, and

 

Fernando Henrique Schüffner Neto,

 

 

 

 

César Vaz de Melo Fernandes,

 

— to serve for the remainder of the present period of office, that is to say, up to the Annual General Meeting of 2011; and

 

e)     approved the assumption, by the Company, of the rights and obligations of the Share Purchase Agreement signed with Enlighted Partners Venture Capital LLC (“Enlighted”)(“the Enlighted Contract”), with the following as consenting parties —

 

Luce Empreendimentos e Participações S.A.,

Luce Brasil Fundo de Investimentos em Participações,

and Luce Investment Fund —

 

for acquisition of a stockholding interest of 13.03% in Light S.A. (“Light”), canceling the acquisition of shares in Light, and assumption, by the Company, of Cemig’s rights and obligations under that Contract.

 

2)    Meeting of the Board of Directors, of May 11, 2011. This vote:

 

    approved an increase of the share capital of that Company, from eight hundred and twenty Reais and eighty-nine centavos to four hundred and seven million six hundred and fifty-two thousand eight hundred and twenty Reais and eighty-nine centavos, comprising two hundred and three million, eight hundred and twenty-six thousand, eight hundred and sixteen common shares and two hundred and three million, eight hundred and twenty-six thousand eight hundred and sixteen preferred shares, within the limit of the authorized capital.

 

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3)    Meeting of the Board of Directors, of May 23, 2011. These votes:

 

a)     approved an increase in the registered capital of that Company, from four hundred and seven million six hundred and fifty-two thousand eight hundred and twenty Reais and eighty-nine centavos to one billion five hundred and ninety-nine million nine hundred and ninety-nine thousand one hundred and eighty-eight Reais and eighty-nine centavos, comprising eight hundred million common shares and eight hundred million preferred shares, within the limit of the authorized capital;

 

b)    appointed Chief Officers of Cemig to simultaneous, non-remunerated positions on the Executive Boards of the following companies, for the periods indicated below, or until a successor is duly elected and sworn in, as follows:

 

1)     — to serve the period of office of three years begun on April 29, 2011, that is to say up to the annual General Meeting of 2014:

 

Cemig Trading S.A.:

 

CEO:

 

José Raimundo Dias Fonseca;

Chief Officers:

 

Luiz Fernando Rolla,

 

 

Fernando Henrique Schüffner Neto;

 

Empresa de Serviços e Comercialização de Energia Elétrica S.A.:

 

CEO:

 

Fernando Henrique Schüffner Neto;

Chief Technical Officer:

 

Luiz Henrique de Castro Carvalho;

Chief Officer for Finance and Sales:

 

Luiz Fernando Rolla;

Chief Administrative Officer:

 

José Raimundo Dias Fonseca;

 

2)     — to serve the period of office of three years begun on April 30, 2011, that is to say up to the annual General Meeting of 2014:

 

Cemig Serviços S.A.:

 

CEO:

 

Djalma Bastos de Morais;

Chief Financial Officer:

 

Luiz Fernando Rolla;

Chief Administrative Officer:

 

Arlindo Porto Neto;

Chief Operational Officer:

 

Fernando Henrique Schüffner Neto;

 

Efficientia S.A.:

 

CEO:

 

José Raimundo Dias Fonseca;

Chief Technical Officer:

 

Arlindo Porto Neto;

Chief Officer for Finance, Administration and Sales:

Luiz Fernando Rolla;

 

3)     — to complete the present period of office of three years, starting from April 30, 2012, that is to say until the Annual General Meeting of 2014:

 

Cemig Serviços S.A.:

 

Chief Operational Officer:

 

José Carlos de Mattos;

Chief Administrative Officer:

 

Fernando Henrique Schüffner Neto; and

 

4)     — to serve the period of office of three years begun on April 30, 2012, that is to say up to the annual General Meeting of 2015:

 

Usina Térmica Ipatinga S.A.:

 

CEO:

 

Luiz Henrique de Castro Carvalho;

Chief Officer:

 

Luiz Fernando Rolla;

 

Sá Carvalho S.A.:

 

Chief Officer:

 

Arlindo Porto Neto;

Chief Officers:

 

Luiz Fernando Rolla,

 

 

Luiz Henrique de Castro Carvalho;

 

Cemig Baguari Energia S.A.:

 

CEO:

 

Luiz Henrique de Castro Carvalho;

Chief Officer:

 

Luiz Fernando Rolla;

 

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c)     appointed Chief Officers of Cemig to simultaneous, non-remunerated positions on the Boards of Directors of the following companies, for the periods indicated below, or until a successor is duly elected and sworn in:

 

1)     — to serve the period of office of three years begun at the Annual and Extraordinary General Meetings of Stockholders held on April 29, 2011, up to the annual General Meeting of 2014:

 

Empresa Brasileira de Transmissão de Energia S.A — EBTE:

 

Board member:

 

Fernando Henrique Schüffner Neto;

Substitute Member:

 

Luiz Fernando Rolla;

 

Empresa Norte de Transmissão de Energia S.A. — ENTE:

 

Board Members:

 

Luiz Fernando Rolla,

 

 

Fernando Henrique Schüffner Neto;

 

Empresa Regional de Transmissão de Energia S.A. — ERTE:

 

Board Members:

 

Luiz Fernando Rolla,

 

 

Fernando Henrique Schüffner Neto;

 

Lumitrans Companhia Transmissora de Energia Elétrica (Lumitrans):

 

Board member:

 

Fernando Henrique Schüffner Neto;

Substitute Member:

 

Luiz Fernando Rolla;

 

Sistema de Transmissão Catarinense — STC:

 

Board Members:

 

Luiz Fernando Rolla,

 

 

Fernando Henrique Schüffner Neto; and

 

2)     — to serve periods of office of three years begun at the Annual and Extraordinary General Meetings of Stockholders held on March 19, 2012, to the annual General Meeting of 2015:

 

Empresa Catarinense de Transmissão de Energia S.A. — ECTE:

 

Substitute Board Member:

 

Luiz Fernando Rolla;

 

Empresa Santos Dumont de Energia S.A. — ESDE:

 

Board Members:

 

Luiz Fernando Rolla,

 

 

Fernando Henrique Schüffner Neto;

 

d)    re-elected Mr. Fernando Henrique Schüffner Neto, as a sitting member of the Board of Directors of Norte Energia S.A., to serve the period of office of two years begun at the Annual General Meeting of April 27, 2012, that is to say up to the Annual General Meeting of 2014, or until a successor is duly elected and sworn in;

 

e)     approved signature of a Technical Cooperation Working Agreement with the State’s Health Department, for participation in the “Waiting Room” (Sala de Espera) project of the “Minas Health Channel” (Canal Minas Saúde), for broadcasting of its educational programs to promote health, without transfer of any funds between the parties, valid for 12 months, able to be extended for equal periods, by amendments, up to a maximum limit of 60 months; and

 

f)     approved signature of a Cooperation Agreement, with Minas Gerais State, through:

 

the Minas Gerais State Science, Technology and Higher Education Department (Sectes),

the Minas Gerais State Research Foundation (Fapemig);

the Minas Gerais Technology Center Foundation (Cetec);

the National Industrial Apprenticeship Service — Minas Gerais region (Senai—DR/MG);

the Minas Gerais Industries Federation (Fiemg); and

the Agency for Energy (Adene);

 

for establishment of the Bioerg Institute, which will create a program for sustainable buildings based on renewable energy, energy efficiency and electrical mobility. The agreement, under which there will be no disbursement of funds or transfer of assets, will be for thirty-six months, able to be extended by amendments to a maximum of sixty months, without disbursement of funds or transfer of assets.

 

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V         The following spoke on general matters and business of interest to the Company:

 

The Chair, Dorothea Werneck;

 

 

 

 

The Vice-Chair;

 

 

 

 

Board members:

 

Eduardo Borges de Andrade;

 

 

Chief Officer:

 

Luiz Fernando Rolla;

 

 

General Manager:

 

Leonardo George de Magalhães.

 

 

 

 

 

 

 

The following were present:

 

 

 

 

 

 

 

 

 

Board members:

 

Dorothea Fonseca Furquim Werneck,

Djalma Bastos de Morais,

Antônio Adriano Silva,

Arcângelo Eustáquio Torres Queiroz,

Eduardo Borges de Andrade,

Francelino Pereira dos Santos,

Guy Maria Villela Paschoal,

João Camilo Penna,

Maria Estela Kubitschek Lopes,

Paulo Roberto Reckziegel Guedes,

 

Adriano Magalhães Chaves,

José Augusto Gomes Campos,

Newton Brandão Ferraz Ramos,

Paulo Márcio de Oliveira Monteiro,

Christiano Miguel Moysés,

Fernando Henrique Schüffner Neto,

Franklin Moreira Gonçalves,

Lauro Sérgio Vasconcelos David,

Marco Antonio Rodrigues da Cunha,

Paulo Sérgio Machado Ribeiro,

Tarcísio Augusto Carneiro;

Chief Officer:

 

Luiz Fernando Rolla;

 

 

General Manager:

 

Leonardo George de Magalhães;

 

 

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

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3. Summary of Principal Decisions of the 545th Meeting of the Board of Directors, September 11, 2012

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17155.730/0001-64

 

MEETING OF THE BOARD OF DIRECTORS

 

SUMMARY OF PRINCIPAL DECISIONS

 

The Board of Directors of CEMIG (Companhia Energética de Minas Gerais), at its 545th meeting, held on September 11, 2012, at 2 p.m., decided the following matters:

 

1.                 Contracting of the following services:

 

reception desk operation;

operation of elevators;

internal and external transport of messages;

control, operation, and inspection of entry doors and gates; and

overall supervision,

 

for:

 

the Júlio Soares, Fernando Pinto Peixoto and Minerva Buildings;

the Adelaide Substation, the Barro Preto Integrated Metering center,

the Hangar at Anel Rodoviário, Blocks 3, 10 and 14, Cidade Industrial; and

the Materials Distribution Centers (CDMs) of Jatobá, Juatuba, Juiz de Fora and Brasília.

 

2.                 Signature of partnership undertakings between Cemig, Cemig D, Cemig GT and the Municipal Councils for the Rights of Children and Adolescents participating in the AI6% Program.

 

3.                 Signature of amendments relating to financings of Santo Antônio Energia S.A. (Saesa).

 

4.                 Change in composition of Board of Directors’ Support Committees due to the new composition of the Board of Directors approved during the EGM held on August 29, 2012.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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4. Extract of the Minutes of the 545th Meeting of the Board of Directors, September 11, 2012

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

BOARD OF DIRECTORS

 

SUMMARY OF MINUTES

OF THE

545TH MEETING

 

Date, time and place:

 

September 11, 2012 at 2 p.m. at the company’s head office,

 

 

Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil.

 

 

 

 

Meeting Committee:

 

Chair:

Dorothea Fonseca Furquim Werneck;

 

 

Secretary:

Anamaria Pugedo Frade Barros.

 

Summary of proceedings:

 

I                                The Chair asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest, except the board members:

 

Paulo Roberto Reckziegel Guedes,

 

Saulo Alves Pereira Junior,

 

Newton Brandão Ferraz Ramos,

Tarcísio Augusto Carneiro,

 

Bruno Magalhães Menicucci and

 

José Augusto Gomes Campos,

 

who stated themselves to have conflict of interest in relation to Item III, subclause “C”, below; and Luiz Augusto de Barros, who stated himself to have conflict of interest in relation to the signature of amendments to legal instruments relating to exploration for oil and natural gas, referred to in Item IV, below.

 

These members withdrew from the meeting room at the time of debate and voting on those matters, returning to proceed with the meeting after the respective votes on them had been taken.

 

II                            The Board approved:

 

a)              The new composition of the Committees of the Board.

 

b)             The minutes of this meeting.

 

III                        The Board authorized:

 

A)          Opening of administrative tender proceedings for, and contracting of, services of:

 

reception desk operation; operation of elevators; internal and external transport of messages; control, operation, and inspection of entry doors and gates; and overall supervision, for:

 

the Júlio Soares, Fernando Pinto Peixoto and Minerva Buildings;

the Adelaide Substation, the Barro Preto Integrated Metering center,

the Hangar at Anel Rodoviário, Blocks 3, 10 and 14, Cidade Industrial; and

the Materials Distribution Centers (CDMs) of Jatobá, Juatuba, Juiz de Fora and Brasília,

 

for thirty-six months, able to be extended up to a maximum overall total of sixty months.

 

B)            Signature of Terms of Partnership, with Cemig D, Cemig GT and the Municipal Councils for the Rights of Children and Adolescents participating in the AI6% Program, for passing through

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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of the donations raised from the employees of Cemig, Cemig D and Cemig GT, and of payment of an amount equal to 1% of the income tax payable by Cemig, Cemig D and Cemig GT, to the Municipal Funds for the Rights of Children and Adolescents, for application in programs and projects developed in each Municipality, valid up to August 31, 2013.

 

C)            Signature, as consenting party, of the following amendments relating to financing of Santo Antônio Energia S.A. — Saesa:

 

1)                Amendment 04 to Credit Line Financing Contract Nº 08.2.1120.1, with

 

The Brazilian Development Bank (BNDES),

 

Madeira Energia S.A. (Mesa),

Saesa, 

Andrade Gutierrez Participações S.A.,

 

Construtora Norberto Odebrecht S.A.,

Furnas,

Caixa Fundo de Investimento em Participações Energia,

Odebrecht S.A. (Odebrecht),

Odebrecht Participações e Investimentos S.A. (Odebrecht Investimentos),

Odebrecht Energia do Brasil S.A. (Odebrecht Energia),

 

Eletrobras,

and Cemig GT,

 

to establish the following:

 

a)                  full adhesion by Odebrecht Energia to the terms of the Contract;

 

b)                 inclusion in the preamble of a reference to the first private issue of non-convertible debentures by Saesa;

 

c)                  inclusion of the Investment Fund of the FGTS (Fundo de Investimento do Fundo de Garantia do Tempo de Serviço, or FI—FGTS) as signatory to the Contract for Attachment of Shares, the Contract for Fiduciary Assignment of Rights and Management of Accounts, the Stockholders’ Support Agreement, and the Stockholder Shortfall Coverage Support Agreement;

 

d)                 inclusion of FI—FGTS among the entities that will share the guarantees referred to in Clauses Twelve and Thirteen, and any other amount received arising from the insurances referred to in Clause Fourteen;

 

e)                  alteration of the covenant for filling of the reservoir to the date of March 5, 2012;

 

permission for Saesa to give guarantees to other creditors, without the need for prior consent by the BNDES, provided that such guarantees are in relation to transactions in Saesa’s normal course of business and different from those in the financing contracts;

 

alteration, from 3 to 5 business days, of the period for Saesa to inform the BNDES and the financial agents of the existence of any legal action or court decision involving the environmental aspects of the Project or notifications from any public bodies; and

 

bringing forward of the dates of Saesa’s first debenture issue, from September 2012 and September 2013, to July 2012 and July 2013, respectively;

 

f)                    exclusion of the First Private Issue of Non-convertible Debentures by Mesa from the exception included in the obligation not to issue debt;

 

g)                 alteration, from R$ 10 million to R$ 20 million, of the minimum amount for legitimate protests of securities to give rise to early maturity of the debt, and exclusion of the Consenting Parties from that consequence of any such protest;

 

h)                 removal of the statements that the Beneficiary and the Consenting Parties have presented the respective Brazilian Federal Revenue Service certificates of absence of debt.

 

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2)              The Fourth Amendment to Credit Line Onlending Financing Contract 01/2009, with

 

Saesa

Banco Santander S.A.,

 

Banco Bradesco S.A.,

 

Banco do Brasil S.A.,

Mesa,

Banco da Amazônia S.A.,

 

Caixa Econômica Federal,

 

Banco do Nordeste do Brasil S.A.,

Furnas,

Banco Itaú BBA S.A.,

 

BES Investimento do Brasil S.A. — Banco de Investimento

Odebrecht,

Odebrecht Energia,

Odebrecht Investimentos,

Construtora Norberto Odebrecht S.A.,

Andrade Gutierrez Participações S.A.,

Caixa Fundo de Investimento em Participações Energia,

Eletrobras and Cemig GT,

 

 

to establish the following:

 

a)              full adhesion by Odebrecht Energia to the terms of the Contract;

 

b)             inclusion in the preamble of reference to the first private issue of non-convertible debentures by Saesa;

 

h)             alteration of the covenant for filling of the reservoir to the date of March 5, 2012;

 

permission for Saesa to give guarantees to other creditors, without the need for prior consent by the BNDES, provided that such guarantees are in relation to transactions in Saesa’s normal course of business and different from those in the financing contracts;

 

alteration, from 3 to 5 business days, of the period for Saesa to inform the BNDES and the financial agents of the existence of any legal action or court decision involving the environmental aspects of the Project or notifications from any public bodies; and

 

bringing forward of the dates of Saesa’s first debenture issue, from September 2012 and September 2013, to July 2012 and July 2013, respectively;

 

c)              alteration, from R$ 10 million to R$ 20 million, of the minimum amount for legitimate protests of securities to give rise to early maturity of the debt, and exclusion of the Consenting Parties from that consequence of any such protest;

 

d)             inclusion of the address of Odebrecht Energia for communications; and

 

f)                alteration of Appendix III of the Contract, to adjust the listing of the CCEARs and CCVEs.

 

3)              The Third Amendment to the Contract for Financing with Funds from the Constitutional Financing Fund of the Northeast (FNO), with

 

Saesa,

Banco da Amazônia S.A.,

 

Caixa Fundo de Investimento em Participações Energia,

Odebrecht,

Odebrecht Energia,

 

Odebrecht Investimentos,

 

Construtora Norberto Odebrecht S.A.,

Mesa,

Andrade Gutierrez Participações S.A.,

Eletrobras,

Furnas and

Cemig GT,

 

to establish the following:

 

a)              full adhesion by Odebrecht Energia to the terms of the Contract;

 

b)             alteration, from R$ 10 million to R$ 20 million, of the minimum amount for legitimate protests of securities to give rise to early maturity of the debt.

 

c)              alteration of the covenant for filling of the reservoir to the date of March 5, 2012;

 

permission for Saesa to give guarantees to other creditors, without the need for prior consent by the BNDES, provided that such guarantees are in relation to transactions in Saesa’s normal course of business and different from those in the financing contracts;

 

alteration, from 3 to 5 business days, of the period for Saesa to inform the BNDES and the financial agents of the existence of any legal action or court decision involving the environmental aspects of the Project or notifications from any public bodies;

 

bringing forward of the dates of Saesa’s first debenture issue, from September 2012 and September 2013, to July 2012 and July 2013, respectively;

 

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allowing alterations to be made to CCVEs and CCEARs when request is made to the CCEE for such alterations by purchasers of electricity under the contracts, and they are imposed on the beneficiary;

 

restriction of the requirement for quarterly sending of the management monitoring report to the financial agent to, specifically, whenever the financial agent so requests;

 

inclusion of the obligation to present periodic renewals of the Operation and Maintenance Contract, every 10 years, starting on January 15, 2021, until the final settlement of all the obligations arising from the financing contract, as per the Operation and Maintenance Contract; and

 

d)             alteration of Appendices III and IV of the Financing Contract, so that they have the same content as the Appendices I and II that accompany this Amendment, respectively, updating the list of CCVEs and CCEARs and excluding the variation in working capital from the formula for the Debt Coverage Index.

 

IV                        Withdrawn from the agenda: The following matters were withdrawn from the agenda:

 

Signature of a contract for constitution of consortium in relation to the Davinópolis Hydroelectric Plant, between Cemig GT and Neoenergia S.A.

 

Signature of a rental contract with Fundação Forluminas de Seguridade Social (Forluz).

 

Amendments to legal instruments related to exploration for oil and natural gas.

 

V                            The following spoke on general matters and business of interest to the Company:

 

The Chair;

 

 

 

 

Chief Officer:

 

Luiz Fernando Rolla;

 

 

General Managers:

 

Leonardo George de Magalhães,

 

Ricardo Luiz Diniz Gomes;

Manager:

 

João José Magalhães Soares.

 

 

 

 

 

 

 

The following were present:

 

 

 

 

 

 

 

 

 

Board members:

 

Dorothea Fonseca Furquim Werneck,

Antônio Adriano Silva,

Arcângelo Eustáquio Torres Queiroz,

Francelino Pereira dos Santos,

Guy Maria Villela Paschoal,

João Camilo Penna,

Joaquim Francisco de Castro Neto,

Fuad Jorge Noman Filho,

Paulo Roberto Reckziegel Guedes,

Saulo Alves Pereira Junior,

 

Lauro Sérgio Vasconcelos David,

Newton Brandão Ferraz Ramos,

Tarcísio Augusto Carneiro,

Adriano Magalhães Chaves,

Bruno Magalhães Menicucci,

Christiano Miguel Moysés,

José Augusto Gomes Campos,

Luiz Augusto de Barros,

Marco Antonio Rodrigues da Cunha,

Paulo Sérgio Machado Ribeiro;

 

 

 

 

 

Chief Officer:

 

Luiz Fernando Rolla;

 

 

General Managers:

 

Leonardo George de Magalhães,

 

Ricardo Luiz Diniz Gomes.

Manager:

 

João José Magalhães Soares.

 

 

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

Anamaria Pugedo Frade Barros

 

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5. Market Announcement: Impact of changes affecting renewals of concessions, September 12, 2012

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

 

CNPJ:  17.155.730/0001-64

NIRE:  31300040127

 

MARKET ANNOUNCEMENT

 

Impact of changes affecting renewals of concessions

 

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

 

In relation to the Brazilian government’s announcement, yesterday, on Renewal of Concessions in the Brazilian electricity sector:

 

·                  Through its subsidiaries and affiliated companies, Cemig has approximately 7 GW of installed generation capacity, 5,000 kilometers of transmission lines, and 490,000 kilometers of electricity distribution networks, which will be affected to a greater or lesser degree by the measures announced.

 

·                  Together with its technical teams, the Executive Board of Cemig is evaluating the impacts on its activities of the measures published by the federal government, and their effects on its consolidated financial statements — and will, at the appropriate time, inform its stockholders and the market on the expected impacts on the company’s business.

 

Belo Horizonte, September 12, 2012.

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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6. Market Announcement:  Comment on media reports of Cemig’s interest in acquisition of assets of Grupo Rede, October 4, 2012

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ: 17.155.730/0001-64  —  NIRE: 31300040127

 

MARKET ANNOUNCEMENT

 

Comments on interest in assets of Grupo Rede

 

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

 

On September 27 and 28 the online media Estadão Online and Reuters Brasil published the following reports under the respective headlines “Cemig: We are interested in acquiring assets of Grupo Rede” and “Cemig is interested in companies of the Rede Energia Group”:

 

Brasília, September 27, 2012 — Djalma Morais, CEO of the Minas Gerais electricity distributor Cemig, has just said that his company is interested in acquiring assets of the Rede Energia Group. Arriving at the Mining and Energy Ministry for a meeting with Minister Edison Lobão, Morais said that Cemig is closely monitoring the situation of the eight distributors of the Rede Group that are under intervention by the Brazilian National Electricity Agency, Aneel.

 

He said: “The Equatorial Group has already acquired Celpa, of the state of Pará, and we have come to state our interest in the restructuring of the Rede Group, in any assets that may come to be put on the market, depending on whatever conditions Aneel may determine”.

 

— and:

 

“Cemig CEO Djalma Bastos de Morais said Thursday that Cemig has interest in the companies of Grupo Rede Energia that are under government intervention. He did not say in which assets the company’s interest is greatest.”

 

In relation to the media reports on our interest in acquisition of assets of the Rede Group, and as stated in our public replies to the following Official Letters —

 

CVM/SEP/GEA-1/461/2012,

 

of May 31, 2012;

CVM/SEP/GEA-1/479/2012,

 

of June 13, 2012, and

CVM/SEP/GEA-1/684/2012,

 

of September 13, 2012 —

 

we reaffirm that Cemig continues to evaluate various investment alternatives which might add value to the operation of its present assets.

 

We further state that Cemig, in continuation of its plan for growth by the route of acquisitions, reaffirms its commitment to seek investment opportunities that meet the requirements of profitability established by its stockholders and to publish all and any material information as and when it comes into existence.

 

Belo Horizonte, October 04, 2012

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

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