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 April 2014

 

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.

 

Summary of the Minutes of the 589th Meeting of the Board of Directors Held on March 5, 2014

 

 

 

2.

 

Summary of Principal Decisions of the 589th Meeting of the Board of Directors Held on March 6, 2014

 

 

 

3.

 

Material Announcement Dated March 6, 2014: Acquisition of further interest in Madeira Energia S.A.

 

 

 

4.

 

Market Announcement Dated March 7, 2014: Cemig forms consortium with EPM of Colombia for privatization of utility Isagén

 

 

 

5.

 

Market Announcement Dated March 7, 2014: Reply to BM&FBovespa inquiry GAE 489/14, of February 28, 2014

 

 

 

6.

 

Summary of Principal Decisions of the 590th Meeting of the Board of Directors Held on March 13, 2014

 

 

 

7.

 

Convocation of the Ordinary and Extraordinary General Meetings of Stockholders to be Held on April 30, 2014

 

 

 

8.

 

2013 Results - Earnings Release

 

 

 

9.

 

Notice to Stockholders Dated March 24, 2014: Proposal for Payments of Dividends

 

 

 

10.

 

2013 Results — Presentation

 

 

 

11.

 

Summary of Principal Decisions of the 591st Meeting of the Board of Directors Held on March 27, 2014

 

 

 

12.

 

Summary of Principal Decisions of the 592nd Meeting of the Board of Directors Held on March 27, 2014

 

 

 

13.

 

Market Announcement Dated April 1, 2014: Reply to BM&FBovespa inquiry GAE 837/14, of April 1, 2014

 

 

 

14.

 

Market Announcement Dated April 7, 2014: Aneel decides tariff increases for Cemig Distribution — Press Release

 

 

 

15.

 

Market Announcement Dated April 7, 2014: Aneel decides tariff increases for Cemig Distribution — Presentation

 

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SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

 

 

Date: April 9, 2014

 

 

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1. Summary of the Minutes of the 589th Meeting of the Board of Directors Held on March 5, 2014

 

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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 589TH MEETING

 

Date, time and place:

March 5, 2014 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;

 

Secretary:

Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

I                               Conflict of interest: All board members present said they had no conflict of interest in relation to the matters on the agenda, and all stated there was no such conflict of interest, except:

 

Paulo Roberto Reckziegel Guedes,

Saulo Alves Pereira Junior,

Bruno Magalhães Menicucci,

Newton Brandão Ferraz Ramos,

Tarcísio Augusto Carneiro,

José Augusto Gomes Campos, and

 

and Marina Rosenthal Rocha,

 

 

· who stated that they had conflict of interest in relation to the item relating to the Prothea Project.

 

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

 

II                          The Board approved:

 

a)             The new calendar of meetings of the Board of Directors for 2014.

 

b)             The Prothea Project, which refers to:

 

Signature, between Fundo de Investimento em Participações Melbourne — FIP Melbourne, in which Cemig Geração e Transmissão S.A. (Cemig GT) is a unit holder, as Purchaser, and Andrade Gutierrez Participações S.A. (“AGP”), as Vendor, of a share purchase agreement for the purchase, subject to certain conditions, of 83% of the total shares and 49% of the voting shares in SAAG Investimentos S.A. (“SAAG”), which, by the completion date of the transaction (“the Closing Date”), will own 12.4% of Madeira Energia S.A. (Mesa).

 

This acquisition will be structured through Equity Investment Funds (FIPs), and other vehicles, in which Cemig GT will have minority stockholdings. Thus Cemig will not have more than 50% (fifty per cent) of the voting stock in any vehicle, and no more than 50% (fifty per cent) of the net asset value of any of the FIPs, thus preserving the private-sector nature of the structure.

 

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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The price of this acquisition will be R$ 835,384,911 (eight hundred thirty five million three hundred eighty four thousand nine hundred and eleven Reais), which will undergo monetary adjustment by the IPCA (Amplified National Consumer Price) Index from December 31, 2013 up to the Closing Date, augmented by any capital injections made by AGP in SAAG up to the Closing Date, less any dividends declared by SAAG to AGP up to the Closing Date

 

The conclusion of the transaction continues to be subject to other conditions precedent, including approval by the Brazilian monopolies authority (Cade) and the Brazilian electricity regulator, Aneel.

 

c)              The minutes of this meeting.

 

III                     The Board ratified the presentation of the Indicative Non-binding proposals to Petrobras Gás S.A. — Gaspetro.

 

IV                      Abstention: The Board Member Franklin Moreira Gonçalves abstained from voting on the matter relating to the Prothea Project.

 

V                           Comment: The Chief Officer Fernando Henrique Schüffner Neto spoke on matters of interest to the Company.

 

The following were present:

 

Board members:

Dorothea Fonseca Furquim Werneck,

Bruno Magalhães Menicucci,

 

Djalma Bastos de Morais,

Franklin Moreira Gonçalves,

 

Fuad Jorge Noman Filho,

Newton Brandão Ferraz Ramos,

 

Guy Maria Villela Paschoal,

Tarcísio Augusto Carneiro,

 

João Camilo Penna,

Adriano Magalhães Chaves,

 

Joaquim Francisco de Castro Neto,

José Augusto Gomes Campos,

 

Paulo Roberto Reckziegel Guedes,

Luiz Augusto de Barros,

 

Saulo Alves Pereira Junior,

Marco Antonio Rodrigues da Cunha,

 

Tadeu Barreto Guimarães,

Marina Rosenthal Rocha,

 

Wando Pereira Borges,

Paulo Sérgio Machado Ribeiro;

Chief Officer:

Fernando Henrique Schüffner Neto;

 

Secretary:

Anamaria Pugedo Frade Barros.

 

 

 

 

 

Anamaria Pugedo Frade Barros

 

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2. Summary of Principal Decisions of the 589th Meeting of the Board of Directors Held on March 6, 2014

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of March 6, 2014

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 589th meeting, held on March 6, 2014, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

1.              New timetable for meetings of the Board of Directors in 2014.

 

2.              Prothea Project.

 

3.              Non-binding, indicative proposal.

 

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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3. Material Announcement Dated March 6, 2014:  Acquisition of further interest in Madeira Energia S.A.

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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

 

MATERIAL ANNOUNCEMENT

 

Acquisition of further interest in Madeira Energia S.A.

 

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

 

On March 11, 2014, the investment fund Fundo de Investimento em Participações Melbourne — FIP Melbourne (“the Fund”), in which Cemig Geração e Transmissão S.A. (Cemig GT) is a unit holder, as Purchaser, represented by Banco Modal S.A., signed a share purchase agreement with Andrade Gutierrez Participações S.A. (“AGP”), as Vendor, governing the purchase, subject to certain conditions, of 83% (eighty three per cent) of the total share capital and 49% (forty nine per cent) of the voting shares in SAAG Investimentos S.A. (“SAAG”).

 

By the completion date of the transaction (“the Closing Date”), SAAG will own 12.4% (twelve point four per cent) of Madeira Energia S.A. (Mesa). The transaction was the subject of a decision by the Board of Directors of Cemig GT at its meeting on March 6, 2014.

 

The acquisition will be structured through Equity Investment Funds (FIPs), and other vehicles, in which Cemig GT will have minority stockholdings. Thus Cemig will not have more than 50% (fifty per cent) of the voting stock in any vehicle, and no more than 50% (fifty per cent) of the net asset value of any of the FIPs, thus preserving the private-sector nature of the structure.

 

The price of this acquisition will be R$ 835,384,911 (eight hundred thirty five million three hundred eighty four thousand nine hundred and eleven Reais), which will undergo monetary adjustment by the IPCA (Amplified National Consumer Price) Index from December 31, 2013 up to the Closing Date, augmented by any capital injections made by AGP in SAAG up to the Closing date, less any dividends declared by SAAG to AGP up to the Closing date.

 

The conclusion of the transaction continues to be subject to other conditions precedent, including approval by the Brazilian monopolies authority (Cade) and the Brazilian electricity regulator, Aneel.

 

Cemig will keep stockholders and the market opportunely and appropriately informed on the conclusion of this transaction.

 

Belo Horizonte, March 6, 2014.

 

Arlindo Porto Neto

Acting Chief Finance and Investor Relations Officer

 

Av. Barbacena 1200  Santo Agostinho  30190-131 Belo Horizonte, MG  Brazil  Tel.: +55 31 3506-5024  Fax +55 31 3506-5025

 

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

 

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4. Market Announcement Dated March 7, 2014:  Cemig forms consortium with EPM of Colombia for privatization of utility Isagén

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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

 

MARKET ANNOUNCEMENT

 

Cemig forms consortium with EPM of Colombia for privatization of utility Isagén

 

In line with its commitment to the best corporate governance practices, Cemig (Companhia Energética de Minas Gerais — a listed company with securities traded on stock exchanges of São Paulo, New York and Madrid), hereby reports to its stockholders and the market as follows:

 

Cemig has formed a consortium with Empresas Públicas de Medellín (“EPM”), a Colombian utility company, to participate in the process of privatization of the Colombian utility Isagén.

 

EPM is a group of 58 companies — 38 in Central America, Mexico, Chile, the US and Spain, and 20 in Colombia — operating in electricity, telecommunications, gas and water. In Colombian electricity, EPM has market shares of 23% in generation, 6% in transmission, and 25% in distribution and trading. One of its most important projects under construction is Ituango, which will be the largest hydroelectric plant in Colombia, with generation capacity of 2,400 MW.

 

Isagén’s six current generating plants have total generation capacity of 2,212MW, of which 86.43% (1,912MW) is hydroelectric, and 13.57% (300MW) is thermoelectric.

 

The opportunity is in line with Cemig’s development strategy set out in its Long-Term Strategic Plan. The Plan aims for balanced growth in the segments of generation, transmission and distribution of electricity, both organically, through new projects, and also through mergers and acquisitions — its principal commitment being to sustainable growth and addition of value for Cemig’s stockholders in the long term. EPM operates assets that have strategic significance, which is why Cemig believes a partnership with it could be of mutual interest for both companies.

 

Cemig 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 any stockholding ownership transaction takes place.

 

Belo Horizonte, March 7, 2014.

 

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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5. Market Announcement Dated March 7, 2014:  Reply to BM&FBovespa inquiry GAE 489/14, of February 28, 2014

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY  —  CNPJ 17.155.730/0001-64  —  NIRE 33300266003

 

MARKET ANNOUNCEMENT

 

Reply to BM&FBovespa inquiry GAE 489/14, of February 28, 2014

 

Question asked by BM&F BOVESPA

 

Considering the completion of the period for stockholders to state dissent in relation to indirect acquisition, through your subsidiary Chipley SP Participações S.A., of 51% of the total and voting stock of the company Brasil PCH SA, approved at the Extraordinary General Meeting of Stockholders of January 30, 2014, we request you to state, by March 7, 2014, whether your Company will reconsider or ratify the said acquisitions, as is optional under Article 137, Paragraph 3 of Law 6404/76, as amended by Law 10303/2001.

 

We further request you to state the date of payment of the amount of the reimbursement due to the dissident stockholders.

 

Reply by CEMIG

 

Dear Sirs,

 

In reply to the request by BM&FBovespa, through its Official Letter GAE/CREM 489/14, of February 28, 2014, we ratify the indirect acquisition, through the subsidiary Chipley SP Participações S.A., of 51% of the total and voting stock of the company PCH S.A., as approved by the Extraordinary General Meeting of Stockholders of January 30, 2014. Payment for this acquisition was made on February 14, 2014, as stated in the corresponding Market Announcement.

 

Additionally, we advise you that the payment to the stockholders who stated their wish to exercise their right to withdraw, specified in Paragraph 2 of Article 256 of Law 6404/76, as stated in the Market Announcement of January 31, 2014, will be made on March 28, 2014.

 

The payment in relation to the shares deposited in custody at CBLC (Companhia Brasileira de Liquidação e Custódia — the Brazilian Settlement and Custody Company) will be credited to that entity on the same date and the Depositary Brokers will be responsible for passing the amounts through to stockholders.

 

Belo Horizonte, March 7, 2014.

 

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. Summary of Principal Decisions of the 590th Meeting of the Board of Directors Held on March 13, 2014

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of March 13, 2014

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 590th meeting, held on March 13, 2014, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

1.              Report of Management and Financial Statements for the year 2013.

 

2.              Allocation of net profit for 2013.

 

3.              Constitution and reversal of operational provisions in 2013.

 

4.              Technical feasibility study for offsetting of tax credits.

 

5.              Orientation of vote in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig D and Cemig GT.

 

6.              Increase in the share capital of Mariana Transmissora de Energia Elétrica S.A., and orientation of vote in meetings of Taesa.

 

7.              Orientation of vote in meetings of Taesa.

 

8.              Nomination of Managers for Axxiom.

 

9.              Signature of amendment / Netuno Project.

 

10.       Increase in the share capital of Cemig Overseas.

 

11.       Convocation of the Ordinary and Extraordinary General Meetings, to be held on April 30, 2014 at 11 a.m.

 

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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7. Convocation of the Ordinary and Extraordinary General Meetings of Stockholders to be Held on April 30, 2014

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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

 

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Ordinary and an Extraordinary General Meeting of Stockholders, to be held, concurrently, on April 30, 2014 at 11 a.m., at the company’s head office, Av. Barbacena 1200, 21st floor, in the city of Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

1                 Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and their complementary documents.

 

2                 Allocation of the Net profit for the 2013 business year, in the amount of R$ 3,103,855,000, and of the balance of retained earnings, in the amount of R$ 109,056,000.

 

3                 Decision on the form and date of payment of dividends, and Interest on Equity, in the amount of R$ 1,655,602,000.

 

4                 Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office; and setting of their remuneration.

 

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

 

6                 Setting of the remuneration of the Company’s Managers.

 

7                 Orientation of the vote of the Company’s representative(s) in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. (“Cemig D”), also to be held on April 30, 2014, as to the following:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and their complementary documents.

 

b)             Proposal for allocation of the net profit for 2013, in the amount of R$ 490,254,000.

 

c)              Decision on the form and date of payment of dividends and Interest on Equity, in the amount of R$ 263,600,000.

 

c)              Election of the sitting and substitute members of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.

 

e)              Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.

 

8                 Orientation of the vote(s) of the Company’s representative in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Geração e Transmissão S.A (“Cemig GT”), also to be held on April 30, 2014 as to the following:

 

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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a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and their complementary documents.

 

b)             Allocation of

 

·                  the net profit for the business year 2013, in the amount of R$ 1,811,374,000, and

·            the balance of retained earnings in the amount of R$ 94,008,000.

 

c)              Decision on the form and date of payment of

 

·            dividends, and Interest on Equity, in the amount of R$ 986,522,000.

 

d)             Capital increase:

 

Authorization, verification and approval of an increase in the share capital of Cemig GT:

 

· from:

R$

893,192,096.76

 

· to:

R$

1,700,000,000.00

 ,

 

without issuance of new shares, through capitalization of

 

 

R$

806,807,903.24,

 

comprising:

R$

419,870,518.58

from the balance of the Legal Reserve;

and

R$

386,937,384.66

from part of the Earnings Retention Reserve;

 

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

 

e)              Election of the sitting and substitute members of the Board of Directors, if there is any change in the composition of the Board of Directors of Cemig.

 

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.

 

Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the Company’s Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.

 

Any stockholder who wishes to be represented by proxy at the said General Meetings of Stockholders should obey the terms of Article 126 of Law 6406/1976, as amended, and of the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by April 28, 2014, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena 1200, 19th floor, B1 Wing, Belo Horizonte, MG, Brazil.

 

Belo Horizonte March 13, 2014.

 

Dorothea Fonseca Furquim Werneck

Chair, Board of Directors

 

PROPOSAL

 

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BY THE BOARD OF DIRECTORS

 

TO THE

 

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS

 

TO BE HELD, CONCURRENTLY, BY

 

APRIL 30, 2014

 

Dear Stockholders:

 

The Board of Directors of Companhia Energética de Minas Gerais – Cemig,

 

·  whereas:

 

a)             Article 192 of Law 6404 of 15-12-1976 as amended, and Clauses 27 to 31 of the by-laws, govern the holding of an annual meeting;

 

b)             the Financial Statements for 2013 present net profit of R$ 3,103,855,000, and a balance of retained earnings of R$ 109,056,000 arising from realization of the Reserve for Adjustments to Stockholders’ Equity, and it is the duty of the Board of Directors to make a proposal to the Annual General Meeting for allocation of the Company’s net profit;

 

c)              Cemig Distribuição S.A. (“Cemig D”) and Cemig Geração e Transmissão S.A. (“Cemig GT”) are wholly-owned subsidiaries of Companhia Energética de Minas Gerais (“Cemig”);

 

d)             Cemig D is scheduled to hold Ordinary and Extraordinary General Meetings of Stockholders, together, on or before April 30, 2014;

 

e)              Cemig G is scheduled to hold Ordinary and Extraordinary General Meetings of Stockholders, together, on or before April 30, 2014;

 

f)               Clause 21, § 4 sub-Clause “g”, of the by-laws of Cemig states:

 

g)              “Clause 21 —  ...

 

§4          The following matters shall require a decision by the Executive Board:   ...

 

g)              approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, of the statements of vote in the General Meetings of the wholly-owned and other subsidiaries, affiliated companies and in the consortia in which the Company participates, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters shall be that of the General Meeting of Stockholders, and decisions must obey the provisions of these Bylaws, the decisions of the Board of Directors, the Long-term Strategic Plan and the multi-year Strategic Implementation Plan;

 

·  now proposes to you as follows:

 

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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I)               Allocation of

 

·       the net profit for the business year 2013, in the amount of

R$

3,103,855,

 

and of

·       the balance of retained earnings, in the amount of

R$

109,056,000

 

as to:

 

a)             R$ 1,655,602,000 as dividends, to the Company’s stockholders, comprising:

 

1)             R$ 533,149,000 in the form of Interest on Equity, as per Board Spending Decisions CRCA 099/2013 of October 11, 2013, and CRD 452/2013 of December 6, 2013, to those stockholders whose names were on the company’s Nominal Share Register on December 5, 2013;

 

2)             R$ 1,122,453,000 in the form of dividends for 2013, to those stockholders whose names are on the company’s Nominal Share Register on the day on which the Ordinary General Meeting of Stockholders is held;

 

b)             R$ 1,557,309,000 to be held in Stockholders’ equity in the account Reserve under the by-laws, provided for by sub-clause “c” of the sole sub-paragraph of Clause 28 and by Clause 30 of the said by-laws.

 

· the payments of dividends to be made in two equal installments, by June 30 and December 30, 2014, in accordance with the availability of cash and at the option of the Executive Board.

 

Appendix 1 summarizes the calculation of the dividends proposed by Management, in accordance with the Bylaws.

 

II)          That the representative(s) of Cemig in the Ordinary and Extraordinary General Meetings of stockholders of Cemig GT and Cemig D, both to be held by April 30, 2014, should vote in favor of the matters on the agenda, that is to say the following:

 

Cemig D:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and the respective complementary documents.

 

Allocation of the net profit for 2013, in the amount of R$ 490,254,000.

Decision on the form and date of payment of dividends, and of Interest on Equity, in the amount of R$ 263,600,000.

Election of the sitting and substitute members of the Board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

 

e)              Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.

 

21



Table of Contents

 

Cemig GT:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and the respective complementary documents.

 

b)             Allocation of

 

·                  the net profit for the business year 2013, in the amount of R$ 1,811,374,000, and of

 

·                  the balance of retained earnings in the amount of R$ 94,008,000.

 

c)              Decision on the form and date of payment of dividends, and of Interest on Equity, in the amount of R$ 986,522,000.

 

d)             Capital increase:

 

Authorization, verification and approval of an increase in the share capital of Cemig GT:

 

· from:

R$

893,192,096.76

 

· to:

R$

1,700,000,000.00

 ,

 

without issuance of new shares, through capitalization of

 

R$ 806,807,903.24,

 

comprising:

R$

419,870,518.58

from the balance of the Legal Reserve;

 

and       R$            386,937,384.66 from part of the Earnings Retention Reserve;

 

e)              Consequent redrafting of the Head paragraph of Clause 5 of the by-laws of Cemig GT, to the following:

 

“Clause 5                                     The Company’s registered capital is R$ 1,700,000,000.00 (one billion seven hundred million Reais), represented by 2,896,785,358 (two billion, eight hundred ninety six million, seven hundred eighty five thousand, three hundred fifty eight) nominal common shares without par value.”

 

g)              Election of the sitting and substitute members of the Board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

 

h) Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.

 

As can be seen, the objective of this proposal is to meet legitimate interests of the stockholders and of the Company, and as a result it is the hope of the Board of Directors that it will be approved.

 

Belo Horizonte, March 13, 2014.

 

Dorothea Fonseca Furquim Werneck

Paulo Roberto Reckziegel Guedes

Djalma Bastos de Morais

Tadeu Barreto Guimarães

Arcângelo Eustáquio Torres Queiroz

Wando Pereira Borges

Eduardo Borges de Andrade

Bruno Magalhães Menicucci

Guy Maria Villela Paschoal

José Augusto Gomes Campos

Joaquim Francisco de Castro Neto

Newton Brandão Ferraz Ramos

 

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Table of Contents

 

8. 2013 Results - Earnings Release

 

23



Table of Contents

 

 

PUBLICATION OF 2013 RESULTS

 

CEMIG REPORTS NET PROFIT OF R$3,104 BILLION

 

IN 2013

 

Highlights

 

·                  2013 Ebitda: R$5.2 billion.

 

·                  2013 Net revenue R$14.6 billion.

 

·                  2013 result includes R$208mn net gain on disposal of an investment.

 

·                  2013 Equity method accounting gain R$764 mn.

 

R$’000

 

2013

 

2012

 

Change %

 

Electricity sold, GWh (excluding CCEE)

 

61,521

 

59,584

 

3.24

 

Sales via CCEE

 

1,193,262

 

387,164

 

208.21

 

Gross Revenue

 

19,389,625

 

20,272,493

 

(4.36

)

Net revenue

 

14,627,280

 

14,137,358

 

3.47

 

Ebitda (IFRS)

 

5,186,139

 

4,237,889

 

22.38

 

Ebitda (IFRS + Proportional consolidation)

 

5,982,627

 

5,083,158

 

17.70

 

Ebitda Adjusted for Regulatory assets and liabilities

 

4,934,228

 

5,147,940

 

(4.15

)

Ebitda Adjusted for non-recurring items*

 

4,962,127

 

4,343,100

 

14.25

 

Net profit

 

3,103,855

 

4,271,685

 

(27.34

)

Net profit adjusted for non-recurring items*

 

2,954,792

 

2,693,614

 

9.70

 

Net profit adjusted for Regulatory assets and liabilities

 

2,967,066

 

4,875,043

 

(39.14

)

 


*Adjusted for non-recurring items — see page 11

 

 

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Table of Contents

 

Conference call

 

Publication of 2013 results

 

Video webcast and conference call

 

March 24, 2014 (Monday), at 3 PM — Brasília time

 

This transmission on Cemig’s results will have simultaneous translation into English and can be seen in real time by Video Webcast, at http://ri.cemig.com.br — or heard by conference call on:

 

+ 55 (11) 3193 8000

 

Password: CEMIG

 

Playback of Video Webcast:

Playback of conference call:

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

Tel.: (11) 3193-8000

Click on the banner and download.

Password:

Available for 90 days

CEMIG Português

 

Available from March 24 to April 7, 2014

 

Cemig Investor Relations

 

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

ri@cemig.com.br

Tel.:                        (+55 — 31) 3506 5024

Fax:        (+55 — 31) 3506 - 5025

 

Cemig’s Executive Investor Relations Team

 

·                  Chief Finance and Investor Relations Officer

Luiz Fernando Rolla

 

·                  General Manager, Investor Relations

Antonio Carlos Vélez Braga

 

·                  Manager, Investor Market

Stefano Dutra Vivenza

 

CEMIG

 

25



Table of Contents

 

Contents:

 

CONFERENCE CALL

25

DISCLAIMER

27

FROM THE CEO AND CFO

28

ECONOMIC CONTEXT

28

PERFORMANCE OF CEMIG’S SHARES

32

CEMIG’S LONG-TERM RATINGS

33

ADOPTION OF INTERNATIONAL ACCOUNTING STANDARDS

33

CEMIG’S CONSOLIDATED ELECTRICITY MARKET

35

CEMIG’S ENERGY BALANCE IN 2013

40

THE ELECTRICITY MARKET OF CEMIG D

40

THE ELECTRICITY MARKET OF CEMIG GT

41

ELECTRICITY LOSSES

42

QUALITY INDICATORS — SAIDI AND SAIFI

43

CONSOLIDATED OPERATIONAL REVENUE

44

SECTOR AND SIMILAR CHARGES ON REVENUE

46

OPERATIONAL COSTS AND EXPENSES

46

FINANCIAL REVENUE (EXPENSES)

50

FINANCIAL REVENUES

50

FINANCIAL EXPENSES

50

INCOME TAX AND SOCIAL CONTRIBUTION TAX

50

REGULATORY ASSETS AND LIABILITIES

51

EBITDA

52

DEBT

53

NEW ACQUISITIONS

55

DIVIDENDS

57

THE CEMIG GROUP’S PORTFOLIO OF GENERATION ASSETS

59

LIGHT — HIGHLIGHTS OF 2013

61

TAESA — HIGHLIGHTS OF 4Q13

62

INFORMATION BY OPERATIONAL SEGMENT

64

PERMITTED ANNUAL REVENUE — (RAP)

67

GENERATION PLANTS

68

ATTACHMENTS

69

 

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Table of Contents

 

Disclaimer

 

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

 

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

 

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

 

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

 

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

 

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Table of Contents

 

From the CEO and CFO

 

Cemig’s Chief Executive Officer, Mr. Djalma Bastos de Morais, comments:

 

“The results for 2013 are in line with the guidelines set in our Long-term Strategic Plan. Our strategy of sustainable growth to add value to the Company’s business was translated, in 2013, into various transactions focusing on providing stockholders with attractive returns on their investments. Examples are:

 

·            Cemig’s entry into the controlling stockholding block of Renova,

·            the acquisition of a controlling interest in Brasil PCH;

·            structuring of the Energy Generation Alliance (Aliança Geração de Energia) with Vale to be a new growth vehicle for Cemig’s growth; and

·            the transfer of TBE to Taesa, as a way of expanding Taesa’s capacity to deal with the present challenges of the electricity sector.

 

In a reaffirmation of the Company’s commitment to quality of electricity supply, Cemig D (Distribution) also invested R$ 527 million in improvements to the electricity system, which coincide with the World Cup.”

 

Cemig’s CFO, Mr. Luiz Fernando Rolla, adds:

 

“In 2013 Cemig continued to generate robust cash flow, through its diversified portfolio of businesses and high levels of operational efficiency. Ebitda (IFRS) in the year was R$ 5.2 billion, up 22.4% from 2012.

 

Net profit in 2013 was R$ 3.1 billion, and at the end of the year the Company was holding available cash of R$ 3.2 billion. These figures guarantee continuation of the Company’s projects through execution of the Long-term Strategic Plan, and its policies on dividends and debt management — making Cemig an increasingly solid company, with efficient corporate management.”

 

Economic context

 

In the world economy, several events stand out in fourth quarter 2013 (4Q13). In the USA, possibly the most important was the process of the Federal Reserve’s decision on the right moment to start reducing its monetary stimuli to the US economy (its asset purchase package was injecting US$85 billion/month into the US economy).

 

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Table of Contents

 

Tapering: Investors worldwide were closely monitoring indicators that could influence the Fed’s decision, and this added a high level of volatility to global financial markets. Speculations on the date for start of the reduction of those stimuli pressured the dollar, which appreciated from R$2.16/US$ at the beginning of October to R$2.30/US$ at the end of the year. At the beginning of December the Fed managed to calm markets by expressing a strategy of gradual and transparent withdrawal of the stimuli, and saying it would keep the program intact in 2013, only beginning to reduce its scale in January 2014 — which in fact took place.

 

US debt ceiling: Another factor causing apprehension was the fiscal impasse in the USA over fears of the government exceeding its ceiling, resulting in partial paralysis of the US government. The issue was resolved with a budget agreement in the US Congress and suspension of the debt ceiling until February 2014 — but not before contributing to a reduction in business and consumer confidence, and feeding the expectation that there would be a negative impact for GDP.

 

In Europe, confidence indicators signal that the region continues on a path of economic recovery, even if gradual and irregular. The Eurozone’s banking sector has made progress in its restructuring, though it still has a degree of vulnerability. Among the main challenges we see are persistent high unemployment in most of the countries, and a risk of deflation — a negative incentive to consumption and, consequently, to economic recovery for the region. Although Eurostat figures say growth in the Eurozone’s GDP in 4Q13 was 0.3%, compared to a forecast of 0.2%, growth in the whole of 2013 was a negative 0.4%. Unemployment throughout the bloc remained stable at 12% in December 2013.

 

In China, high levels of investment and the associated loans in recent years generated vulnerabilities that brought with them risks for the Chinese banking sector. Recognizing these risks, the government created restructuring programs to change the focus of the Chinese economy’s growth from investment to internal consumption and services, as indicated by the World Bank. This has some potential for negative impact on emerging economies that are China’s trading partners, such as Brazil, since a more

 

29



Table of Contents

 

sustainable growth of the Chinese economy will probably mean lower growth, and hence less demand for commodities.

 

Brazilian responses: In this context, Brazil had to have recourse to certain strategies to ensure keeping the foreign investor in the domestic market, although this has become increasingly difficult. The Central Bank maintained its program of daily foreign exchange swaps — which was implemented in August 2013, and was one of the reasons that prevented the dollar going above R$2.34 at the close of 2013. In early 2014, however, the dollar moved above R$2.40, amid uncertainty on the Brazilian economy, thus increasing inflationary pressures. These, added to the deterioration of Brazil’s fiscal situation, were responsible for the increase in the Selic rate by one percentage point in 4Q13, closing the year at 10.0% — and subsequently increased to 10.75% by March 2014.

 

Brazilian economic activity: IBGE reported Brazilian GDP up 0.7% year-on-year (YoY) in 4Q13, led by services, after being down 0.5% YoY in the third quarter (3Q13); and up 2.3% in 2013 — at the upper limit of analysts’ projections. By sector grouping, industrial GDP was down 0.2% YoY in 4Q13, though up 1.3% in full-year 2013. The contribution of services to GDP was up 0.7% in the quarter, and up 2.0% in the year; and farming GDP was flat YoY in 4Q, though up 7.0% in the whole year. IBGE reported GDP of services increasing as a percentage of total GDP from 68.7% in 2012 to 69.4%, while industry’s percentage contribution fell from 26% to 24.9%, its lowest percentage since 2000.

 

On the demand side, investments were the highlight. Brazilian gross capital formation was up 6.3% in 2013, led by increased production of machinery and equipment. Private consumption was up 2.3%, reflecting higher inflation. At the same time, imports were up 8.4%, compared to an increase of only 2.5% in exports.

 

Confidence: Brazil’s Industrial Entrepreneur Confidence Index rose from October to November, was flat in December — then, reversing a trend, began to fall, showing Brazilian industry’s apprehension on the present situation, and future expectations —

 

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Table of Contents

 

indicating that 2014 will be a year in which industry will have to overcome challenges to consolidate its recovery.

 

Minas Gerais GDP: In Minas Gerais, in particular, according to the most recent data from the João Pinheiro Foundation, the State’s GDP began to resume faster growth, after three quarters of only moderate expansion. Year-on-year growth in 4Q13 was 1.1%, compared to YoY comparisons of 0.4% and 0.3% for 3Q13 and 2Q13. Already in the year, the economy grew 0.5%. Growth in the services and farming sectors totaled 2.2% and 0.5%, respectively, contrasting with a contraction of 1.8% in the State’s industrial GDP in the period.

 

Brazilian electricity consumption: According to the Brazilian government’s Electricity Research Company (EPE), total electricity consumption in Brazil’s national grid was up 3.5% in 2013 from 2012. The Residential user category was the largest contributor to this growth, with an increase of 6.1% in the year, basically reflecting the higher number of consumers (up 3.5% from 2012) and also higher average consumption per home (up 2.5% from 2012, due to greater ownership and use of household appliances, partly due to the Minha Casa Melhor (“My Better Home”) program, launched in June 2013, which encouraged acquisition of appliances.

 

Consumption by the Commercial and services user category also maintained its strong rate of expansion from the previous year, with further growth of 5.7% in 2013, although this represented slower growth than the increase of 7.9% in 2012. Consumption of electricity by Industrial users, however, posted growth of only 0.6% in 2013 — reflecting weak activity in electricity intensive sectors, such as mining and metallurgy.

 

Consumption in Minas Gerais: In Cemig’s market in particular, sales to final consumers (consolidated result) were down 1.7% by volume in 2013 from 2012: volume sold to the Residential sector was up 6.8%, and to the Commercial sector up 5.6%, while sales to the Industrial sector were down 7.8%. Industrial production  in the State of Minas Gerais was

 

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down 1.3% in 2013 — by sector, it was down in 9 of the 13 activities surveyed, led by vehicles (–7.6%), mining (-6.2%), basic metallurgy (–3.1%) and metal products (–7.7%).

 

Performance of Cemig’s shares

 

Security

 

Ticker

 

Currency

 

Close of 2012

 

Close of 2013

 

Change

 

Cemig PN

 

CMIG4

 

R$

 

14.04

 

14.01

 

–0.20

%

Cemig ON

 

CMIG3

 

R$

 

13.65

 

14.20

 

4.00

%

ADR PN

 

CIG

 

U$

 

6.72

 

5.96

 

–11.31

%

ADR ON

 

CIG C

 

U$

 

7.21

 

6.27

 

–13.03

%

Ibovespa

 

Ibovespa

 

 

 

60,952

 

51,507

 

–15.50

%

IEEX

 

IEEX

 

 

 

28,792

 

26,250

 

–8.83

%

 

Source: Economática.

 

Trading volume: In Brazil, Cemig’s preferred shares (CMIG4) traded R$18.5 billion in 2013, of which R$3.3 billion in the fourth quarter — maintaining the position of CMIG4 as one of the four most liquid stocks in the Brazilian electricity sector, and one of the most traded in the Brazilian capital market.

 

In New York: On the NYSE, the ADRs for our preferred shares (CIG) traded US$ 1.4 billion in the fourth quarter and approximately US $7 billion in full-year 2013 — reflecting recognition by the investor market and reaffirming Cemig as a global investment option.

 

Cemig and the Brazilian index: The Bovespa index (Ibovespa), reflecting performance of the São Paulo stock exchange, fell 15.5% in 2013, closing at 51,507 points. We interpret the reduction as reflecting declining investor optimism on the Brazilian economy.

 

Cemig’s shares outperformed the Ibovespa: the common shares were up 4.0% in the year, and the preferred shares almost unchanged, with a fall of 0.20%.

 

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Table of Contents

 

Cemig shares vs. indices, 2012-2013

 

 

Cemig’s long-term ratings

 

The leading risk rating agencies maintained their long-term outlook for Cemig’s credit rating, as follows:

 

 

 

Cemig

 

Cemig D

 

Cemig GT

 

Agency

 

Rating

 

Outlook

 

Rating

 

Outlook

 

Rating

 

Outlook

 

Fitch

 

AA(bra)

 

Negative

 

AA(bra)

 

Negative

 

AA(bra)

 

Negative

 

S&P

 

-

 

-

 

BrAA+

 

Stable

 

BrAA+

 

Stable

 

Moody´s

 

Ba1

 

Negative

 

Baa3

 

Negative

 

Baa3

 

Negative

 

 

Adoption of international accounting standards

 

The results presented below are in accordance with the new Brazilian accounting rules, in accordance with the process of harmonization of Brazilian rules to International Financial Reporting Standards (“IFRS”).

 

33



Table of Contents

 

PROFIT AND LOSS ACCOUNTS

 

Consolidated R$’000

 

2013

 

2012

 

Change %

 

REVENUE

 

14,627,280

 

14,137,358

 

3.47

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

Electricity bought for resale

 

(5,207,283

)

(4,682,636

)

11.20

 

Charges for the use of the national grid

 

(575,050

)

(883,049

)

(34.88

)

Personnel and managers

 

(1,284,082

)

(1,173,528

)

9.42

 

Employees’ and managers’ profit shares

 

(221,399

)

(238,795

)

(7.28

)

Post-retirement liabilities

 

(175,406

)

(133,991

)

30.91

 

Materials

 

(122,895

)

(73,121

)

68.07

 

Outsourced services

 

(916,990

)

(906,501

)

1.16

 

Depreciation and amortization

 

(823,668

)

(763,168

)

7.93

 

Royalties for use of water resources

 

(130,895

)

(184,957

)

(29.23

)

Operational provisions

 

(305,239

)

(670,792

)

(54.50

)

Infrastructure construction cost

 

(974,977

)

(1,335,787

)

(27.01

)

Other

 

(494,072

)

(481,762

)

2.56

 

TOTAL COST

 

(11,231,956

)

(2,611,2837

)

(2.57

)

 

 

 

 

 

 

 

 

Equity method gains (losses)

 

763,808

 

865,450

 

(11.74

)

Gain on disposal of investment

 

284,298

 

 

 

Unrealized profit on disposal of investment

 

(80,959

)

 

 

 

 

 

 

 

 

 

 

Profit before Financial revenue (expenses) and taxes

 

4,362,471

 

3,474,721

 

25.55

 

 

 

 

 

 

 

 

 

Financial revenues

 

885,503

 

2,923,427

 

(69.71

)

Financial expenses

 

(1,193,978

)

(1,293,882

)

(7.72

)

Pretax profit

 

4,053,996

 

5,104,266

 

(20.58

)

 

 

 

 

 

 

 

 

Current and deferred income tax and Social Contribution tax

 

(950,141

)

(832,581

)

14.12

 

NET PROFIT FOR THE PERIOD

 

3,103,855

 

4,271,685

 

(27.34

)

 

 

 

 

 

 

 

 

NET PROFIT FOR THE PERIOD

 

3,103,855

 

4,271,685

 

 

 

Non-recurring

 

 

 

 

 

 

 

Monetary updating on CRC Account

 

(28,741

)

(1,572,689

)

 

 

Gain on disposal of investment

 

(187,637

)

 

 

 

Unrealized profit on disposal of investment

 

80,959

 

 

 

 

Gain on dilution of interest in jointly-controlled subsidiaries

 

 

(264,493

)

 

 

Transmission indemnity revenue

 

(13,644

)

(126,925

)

 

 

ICMS tax on the Tariff for Use of the Distribution System (TUSD)

 

 

120,056

 

 

 

CRC Agreement

 

 

265,980

 

 

 

NET PROFIT FOR THE PERIOD

 

2,954,792

 

2,693,614

 

9.70

 

 

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Table of Contents

 

Cemig’s consolidated electricity market

 

The Cemig Group(1) sells electricity through its wholly-owned subsidiaries Cemig Distribuição (Cemig Distribution, referred to as “Cemig D”), Cemig Geração e Transmissão (Cemig Generation and Transmission, or “Cemig GT”), and the subsidiaries Horizontes Energia, Termelétrica Ipatinga, Sá Carvalho, Termelétrica de Barreiro, Cemig PCH, Rosal Energia and Cemig Capim Branco Energia.

 

Cemig’s consolidated electricity market comprises sales of electricity to:

 

(I)                       Captive consumers in Cemig’s concession area in the State of Minas Gerais;

 

(II)                  Free Consumers both in the State of Minas Gerais and other States of Brazil, through the Free Market (Ambiente de Contratação Livre, or ACL);

 

(III)            other agents of the electricity sector — traders, generators and independent power producers, also in the ACL;

 

(IV)              Distributors, in the Regulated Market (Ambiente de Contratação Regulada, or ACR); and

 

(V)                   the wholesale trading chamber (Câmara de Comercialização de Energia Elétrica, or CCEE) ( — eliminating transactions between companies of the Cemig Group).

 

Sales of electricity to final consumers totaled 45,394 GWh (including own consumption), which was 1.7% lower than in 2012.

 

The volume of energy sold to capital consumers totaled 25,645 GWh, 4.1% greater than in 2012, due to expansion of the Residential, Commercial and Services, and Rural user categories, also reflecting government policies on employment and income, and stimulation of acquisition of appliances associated with offers of financing lines.

 

The volume of electricity sold to Free Consumers totaled 19,749 GWh, 8.3% less than in 2012, reflecting reduction of electricity consumption by the Industrial user category, reflecting lower production activity, in turn responding to the low level of investment in Brazil and adverse conditions in the international economic context.

 


(1)   This is a consolidation of the Cemig Group’s market in accordance with new accounting practices (IFRS 11), which came into effect on January 2013.

 

35



Table of Contents

 

Breakdown of the Cemig Group’s sales by consumer type in the two years:

 

 

Total electricity consumption (MWh)

 

 

36



Table of Contents

 

Volume of electricity sold to Cemig’s final consumers in 2013 was up 3.25% from 2012:

 

 

 

MWh

 

Change 

 

Average
price

 

Average
price

 

Consolidated

 

2013

 

2012

 

%

 

2013

 

2012

 

 

 

 

 

 

 

 

 

R$

 

R$

 

Residential

 

9,473,426

 

8,870,990

 

6.79

 

476.87

 

551.28

 

Industrial

 

23,451,590

 

25,472,685

 

(7.93

)

171.56

 

172.26

 

Commercial, Services and Others

 

6,035,454

 

5,722,581

 

5.47

 

390.06

 

442.57

 

Rural

 

3,028,459

 

2,857,117

 

6.00

 

244.62

 

273.56

 

Public authorities

 

860,709

 

830,705

 

3.61

 

381.36

 

438.30

 

Public illumination

 

1,267,202

 

1,241,928

 

2.04

 

245.24

 

275.30

 

Public service

 

1,241,897

 

1,185,781

 

4.73

 

257.40

 

299.53

 

 

 

45,360,750

 

46,181,787

 

(1.78

)

277.67

 

295.65

 

Own consumption

 

35,162

 

34,126

 

3.04

 

 

 

Wholesale supply to agents in Free and Regulated Markets (*)

 

16,127,376

 

13,368,096

 

20.64

 

131.08

 

126.35

 

Total

 

61,521,275

 

59,584,009

 

3.25

 

239.13

 

258.12

 

 


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

 

The following is an overview of consumption in the main consumer groups:

 

Residential:

 

Residential consumption, at 9,473 GWh, was 6.8% higher than in 2012, and was 15.4% of the total of electricity sold by Cemig in the year. This is the second highest growth rate of this indicator since 2008 (growth in 2009 was 7.5%).

 

Factors in this growth are:

 

a.              Addition of 216,463 consumers — increase of the total number of consumers by 3.6%, the highest rate since 2009.

 

b.              Average monthly consumption per consumer up 3.4% from 2012, at 128.5 kWh/month, the highest figure since 2001 (124.6 kWh/month).

 

c.               Climatic conditions, with temperatures above the historic average in several months of 2013.

 

d.              Private consumption of goods and services still growing relatively fast, but more moderately, in 2013, reflecting government policies on employment and income and stimulation of acquisition of goods associated with supply of financing lines.

 

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Industrial:

 

 

 

MWh

 

Change

 

Average
price

 

Average
price

 

 

 

2013

 

2012

 

%

 

2013

 

2012

 

 

 

 

 

 

 

 

 

R$

 

R$

 

Cemig GT

 

18,496,520

 

20,235,286

 

(8.59

)

141.71

 

136.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig D

 

4,044,861

 

4,174,465

 

(3.10

)

323.92

 

372.82

 

 

Industrial consumption, at 23,452 GWh in 2013 — up 7.93% from 2012, was 38.12% of Cemig’s total volume of electricity sold in the year.

 

These figures reflect industrial activity in Minas Gerais, which contracted in 2013, responding to the low level of investment in Brazil in the year and adverse conditions in the international economic scenario.

 

Physical output of industry in the State of Minas Gerais was down 1.3% in 2013, with reductions in nine of the thirteen activities researched — the highest reductions being in: Vehicles (–7.6%), mining (–6.2%), basic metallurgy (–3.1%), and metal products (–7.7%).

 

Commercial:

 

 

 

MWh

 

 

 

Average price

 

Average price

 

 

 

2013

 

2012

 

Change %

 

2013

 

2012

 

 

 

 

 

 

 

 

 

R$

 

R$

 

Cemig GT

 

300,801

 

237,892

 

26.44

 

214.47

 

200.10

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig D

 

5,693,262

 

5,438,451

 

4.69

 

400.84

 

455.75

 

 

Commercial users’ consumption, totaling 6,035 MWh in 2013, was up 5.47% from 2012, and was 9.8% of the total volume of electricity sold by Cemig in the year.

 

Factors:

 

a.              Connection of 18,809 consumers, increasing the total by 2.7%.

 

b.              Climatic conditions, with temperatures above the historic average in several months of the year.

 

c.               The dynamic of the tertiary sector, involving provision of services to private users as well as the various economic sectors.

 

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Rural:

 

Consumption by the Rural user category in 2013 was up 6.00% from 2012, and was 4.92% of the total volume of electricity distributed by Cemig. A main factor was higher demand for electricity for irrigation, and average monthly consumption per consumer up a 4.8% in 2013, at 378.4 kWh/month, from 361.1 kWh/month in 2012.

 

Other consumer groups:

 

Total consumption by the other consumer categories — Public authorities, Public illumination, Public service, and Cemig’s own consumption, totaling 5.53% of the total electricity transacted in the year, was 3.4% higher than in 2012

 

Wholesale supply to agents via the Free and Regulated Markets:

 

These sales were 20.64% higher by volume in 2013 than 2012, and represented 26.21% of the total volume transacted by Cemig in the year. The average sale price of electricity in these transactions was R$131.08/MWh, 3.75% higher than the average price of R$126.35/MWh in 2012.

 

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Table of Contents

 

Cemig’s energy balance in 2013

 

 

The electricity market of Cemig D

 

The concession area of Cemig Distribuição S.A. – Cemig Distribution, or Cemig D – is 567,478km², approximately 97% of the Brazilian State of Minas Gerais. Cemig D has four concessions for electricity distribution in the State, under four concession contracts — West, East, South and North.

 

Electricity billed to captive clients, and electricity transported for Free Clients and distributors with access to the networks of Cemig D, in 2013, totaled 45,090,316 MWh, 1.2% more than in 2012. Components of this result are:

 

(I)                                   consumption by the captive market 4.1% higher, led by the Residential, Commercial/Services and Rural categories; and

 

(II)                              volume of electricity transported for other users 2.4% lower in the year, due to the reduction by the industrial consumer category.

 

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Table of Contents

 

At the end of December 2013 the number of consumers billed by Cemig D was 7,781,467, 3.3% more than in 2012. Of this total, 7,781,062 are captive consumers — 3.3% more than in 2012; and 405 are Free Consumers who use Cemig D’s distribution networks: 4.9% more than in 2012.

 

The electricity market of Cemig GT

 

The figure for total sales to the market of Cemig GT comprises sales made:

 

(I)                 in the Free Market: to Free Clients, either located in Minas Gerais or in other States; and to other generation companies and traders;

 

(II)            in the Regulated Market: to distributors; and

 

(III)       in the wholesale market — through the Electricity Trading Chamber (CCEE).

 

The total volume of sales in Cemig GT’s market was 2.18% higher in 2013 than 2012, mainly reflecting electricity sold to industrial clients 8.59% lower, due to lower economic activity, partially offset by sales to commercial clients 26.44% higher, and sales to other concession holders 17.29% higher.

 

Physical totals of transport and distribution — MWh

 

 

 

MWh

 

Change

 

MWh

 

Change

 

 

 

4Q13

 

4Q12

 

%

 

2013

 

2012

 

%

 

Total energy carried

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity transported for distributors

 

76,876

 

77,238

 

(0.47

)

304,113

 

280,953

 

8.24

 

Electricity transported for free clients

 

4,903,256

 

4,820,602

 

1.71

 

19,334,492

 

19,987,837

 

(3.27

)

Own load

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumption by captive market

 

6,615,417

 

6,356,512

 

4.07

 

25,644,978

 

24,633,562

 

4.11

 

Losses in distribution network

 

1,422,638

 

1,505,857

 

(5.53

)

5,853,461

 

5,898,293

 

(0.76

)

 

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Electricity losses

 

 


(i) Projection for the result for January—December 2013.

 

Control of electricity losses is one of Cemig D’s strategic objectives: The company has a team — the Distribution Losses Measurement and Control Management Unit — structured and dedicated for this alone. Success in the objective is monitored monthly through a specific variable, the Total Distribution Losses Index (IPTD). The result in 2013 was a percentage of 10.46%, which compares with a regulatory target, for the end of 2017, of 10.48%. Deciding the regulatory target, during the third-cycle Tariff Review, the Brazilian electricity regulator, Aneel, made significant changes in the method of calculation of technical losses, imposing extremely challenging limits for Cemig D. Total losses comprise technical losses plus non-technical losses, measured respectively by measurement indices PPTD and PPNT. The projected result for the PPTD in 2013 was 8.12%(i), which compares with a regulatory target of 7.84 %, and the PPNT was 2.34%, for a regulatory target of 2.64%.

 

Aneel references the figures for technical losses to the low voltage market. Considering this alone, for Cemig, the PPNT in relation to Cemig’s low-voltage client billing in 2013 was 6.81%, for a regulatory target of 7.63% (in other words the result was 11% below the acceptable limit as defined by the regulator).

 

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QUALITY INDICATORS — SAIDI AND SAIFI

 

Cemig D is continuously taking action to improve operational management, organization of the logistics of its emergency services, and its permanent regime of preventive inspection and maintenance of substations, lines and distribution networks. It also invests in training of its staff for improved qualifications, state-of-the-art technologies and standardizations of work processes, aiming to uphold the quality of electricity supply, and, consequently, maintain the satisfaction of its clients and consumers.

 

The charts below show Cemig’s quality indicators SAIDI (in hours) and SAIFI (in number of outages) for the last 3 years. Worth highlighting are: the improvement in total SAIDI by more than 2 hours, the reduction of SAIDI due to accidents for the second year running, and the reduction of SAIFI to below the levels of 2010. These results reflect the investments made by the company in preventive maintenance, such as cleaning of power line pathways, tree pruning, replacement of crossbars, maintenance of structures, replacement of poles and cables, and other work such as network shielding, and overhaul and interconnection of circuits.  Another important initiative is an upgrade in technological level, with systematic investment in automation of the electricity system, which will enable automatic remote re-establishment of supply after outages.

 

 

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Consolidated operational revenue

 

Gross supply of electricity:

 

Cemig’s revenue from total supply of electricity to final consumers in 2013 was R$14.741 billion, 4.15% less than in 2012 (R$15.380 billion).

 

The main factors in total revenue in the year were:

 

·                       Tariff adjustment for Cemig D — distribution — with average impact on the tariffs of captive consumers of 3.85%, valid from April 8, 2012 (full effect in 2013).

 

·                       Volume of electricity billed to final consumers 1.78% lower in the year, due to lower productive activity, reflecting the country’s lower growth in 2013.

 

·                       Average tariff reduction perceived by captive consumers, of 18.14%, under the Extraordinary Tariff Review established by Provisional Measure 579 (of September 11, 2012). These rates were applied from January 24, 2013 to April 7, 2013, the date of conclusion of the Ordinary Tariff Review, which is applied to the concession contract every five years.

 

·                      Tariff increase of 2.99% for Cemig D’s captive consumers, from April 8, 2013.

 

·                       Adjustments in contracts for sale of electricity to free consumers in 2013 — the majority of contracts are indexed to the IGP-M inflation index.

 

 

 

R$

 

Change

 

Average price

 

Average price

 

Change

 

 

 

2013

 

2012

 

%

 

2013

 

2012

 

%

 

 

 

 

 

 

 

 

 

R$

 

R$

 

 

 

Residential

 

4,517,613

 

4,890,383

 

(7.62

)

476.87

 

551.28

 

(13.50

)

Industrial

 

4,023,309

 

4,388,021

 

(8.31

)

171.56

 

172.26

 

(0.41

)

Commercial, Services and Others

 

2,354,195

 

2,532,649

 

(7.05

)

390.06

 

442.57

 

(11.86

)

Rural

 

740,809

 

781,601

 

(5.22

)

244.62

 

273.56

 

(10.58

)

Public authorities

 

328,240

 

364,096

 

(9.85

)

381.36

 

438.30

 

(12.99

)

Public illumination

 

310,770

 

341,900

 

(9.11

)

245.24

 

275.30

 

(10.92

)

Public service

 

319,661

 

355,176

 

(10.00

)

257.40

 

299.53

 

(14.07

)

Subtotal

 

12,594,597

 

13,653,826

 

(7.76

)

277.67

 

295.65

 

(6.08

)

Supply not yet invoiced, net

 

2,670

 

37,162

 

(92.82

)

 

 

 

Wholesale supply to other concession holders (*)

 

2,144,021

 

1,689,019

 

26.94

 

132.94

 

126.35

 

5.22

 

Total

 

14,741,288

 

15,380,007

 

(4.15

)

239.61

 

258.12

 

(7.17

)

 


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

 

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Revenue from wholesale supply

 

The revenue from wholesale supply to other concession holders was R$2.144 billion in 2013, or 26.94% higher than in 2013 (R$1.689 billion). The average price in these sales was R$132.94/MWh, 5.22% higher than in 2012 (R$126.35/MWh).

 

Revenue from use of the distribution systems (TUSD)

 

Cemig D’s revenue from the TUSD in 2013 was R$1.008 billion, 44.25% less than in 2012, when it was R$1.808 billion. The change is due to the significant reduction in the tariff resulting from Cemig D’s tariff review — which has produced an average reduction of 33.22% for Free Consumers as from April 8, 2013, and reduction in industrial consumption by large clients in 2013.

 

Transmission concession revenue

 

This totaled R$404 million in 2013, 38.99% lower than in 2012 (R$662 million), mainly reflecting renewal of the Company’s older concessions which, as from 2013, began to be remunerated only for operation and maintenance of infrastructure, under Provisional Measure 579 (converted into Federal Law 12783/13), which reduced the Company’s Permitted Annual Revenue (Receita Anual Permitida, or RAP) by 61.01% for the period.

 

Revenue from transactions in the CCEE trading chamber

 

Cemig’s revenue from electricity transactions on the CCEE in 2013 was R$1.193 billion, compared to R$387 billion in 2012, an increase of 208.27%, mainly reflecting higher availability of electricity for sale on the CCEE in the period, mainly reflecting electricity migrated from Free Consumers, and excess balances under availability contracts — as well as the Spot Market Price (Preço de Liquidação de Diferenças, or PLD) being 57.81% higher in the period (R$263.06/MWh in 2013, vs. R$166.69/MWh in 2012).

 

Other operational revenues

 

This line includes charged services, sharing of infrastructure, the subsidy for consumers inscribed as low-income, and the other services provided under the concession

 

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Table of Contents

 

contract. Its total in 2013 was R$1.048 billion, which compares to R$506 million in 2012. The difference represents an increase of 107%, and arises from direct funding from the Energy Development Account (CDE), under Law 12783/13, to compensate for the subsidies in the Tariff for Use of the Distribution System (TUSD) which were not incorporated into the tariff, for a total of R$488 million in 2013.

 

Sector and similar charges on revenue

 

The sector and related charges applied to revenue totaled R$4.763 billion in 2013. This is 22.36% lower than in 2012 (R$6.135 billion. This is mainly the result of Law 12783, of Jan. 11, 2013), which reduced the charge for the Energy Development Account (CDE) to the consumer, abolished the pro rating of the Fuel Consumption Account (CCC) and charging of the Global Reversion Reserve (RGR) to holders of concessions and permissions.

 

The other deductions from revenue are taxes calculated as a percentage of sales revenue. Thus their variations are substantially similar to those of Revenue.

 

Operational costs and expenses

 

Operational costs and expenses, excluding Financial revenue (expenses), totaled R$11.232 billion in 2013, 2.57% less than in 2012 (R$11.528 billion).

 

 

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The main variations in expenses are described here:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 2013 was R$5.207 billion, which compares to R$4.683 billion in 2012, an increase of 11.19%. This reflects mainly:

 

·                      Higher purchase of electricity in the Free Market in 2013, a variation of R$578 million, due to higher sales activity by Cemig GT, and the higher cost of acquisition due to the increased price of electricity in the market.

 

·                      This increase was partially offset by reduction in spending on spot market electricity arising from exposure in the CCEE, due to the federal government paying the company a reimbursement for part of those costs, in the amount of R$1.008 billion, as follows:

 

·                  R$489 million in mitigation of the impact of the tariff adjustment, limited to 3.00% by the Federal Government — with the portion of expenses on purchase of energy that exceeded revenue in the period April 2012 to April 2013 being paid at sight.

 

·                  R$519 million for relief from the Company’s financial exposure to the spot market, covering the tariff deficit arising from: the hydrological risk arising from the quotas; the involuntary exposure arising from not subscribing to the extension of concessions; and the System Service Charge for Electricity Security (ESS).

 

·                      Expenses on electricity from Itaipu Binacional 14.80% higher — these expenses are indexed to the US dollar, and were R$1.016 billion in 2013, compared to R$885 million in 2012 — reflecting among other factors the depreciation of the Real against the dollar in 2013, while it appreciated in 2012. The average dollar used for billing in 2013 was R$2.0313, compared to R$1.5897 for the 2012 business year — an increase of 27.78%.

 

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Charges for use of the transmission network

 

This expense was R$575 million in 2013, compared to R$883 million in 2012, representing a reduction of 34.88%, due in turn to the application of Law 12783/13, which reduced the sector charges and also renewed older transmission concessions, with a reduction in the concession holders’ remuneration, due to the reduction of transmission charges.

 

Personnel (excluding voluntary retirement programs and costs of personnel transferred to works in progress)

 

 

 

2013

 

2012

 

Δ%

 

Remuneration and salary-related charges and expenses

 

1,038,555

 

1,030,608

 

0.77

 

Supplementary pension contributions — Defined-contribution plan

 

77,058

 

71,554

 

7.69

 

Assistance benefits

 

140,291

 

136,463

 

2.81

 

 

 

1,255,904

 

1,238,625

 

1.40

 

 

The total expense on personnel (excluding voluntary retirement programs and costs of personnel transferred to works in progress) was slightly (1.4%) higher than in 2012, after the 6% employee wage increase agreed in the 2012—13 Collective Agreement in November 2012 (full effect in 2013), and the 6.85% increase as from November 2013 under the Collective Agreement of 2013—14.

 

The total number of employees was 5.3% lower at the end of 2013 than at the end of 2012: 7,922 employees, compared to 8,368 at the end of 2012.

 

 

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Operational provisions

 

Operational provisions in 2013 totaled R$305 million, 54.50% less than in 2012 (R$671 million) — this reflects mainly the following:

 

·                  A provision of R$403 million made in 2012 for settlement of a legal action between the Company and the federal government related to the now-abolished CRC account — this settlement made the early settlement of the CRC account with the Minas Gerais State government possible.

 

·                  Provision for doubtful debtors of R$121 million in 2013, which compares with the provision of R$227 million in 2012 — reflecting a provision of R$159 million made in 2012 for a loss in relation to ICMS tax on Charges for Use of the Distribution System (TUSD).

 

·                  Provisions for employment-law legal actions R$168 million higher in 2013, reflecting revision of estimates of contingencies for losses.

 

Equity method results

 

Our result from equity method accounting in 2013 was a gain of R$764 million, compared to R$865 million in 2012 — 11.74% lower than in the previous year.

 

The lower figure reflects: (i) a gain posted in 2012 of R$264 million as a result of the public offering of shares in Taesa, generating an equity gain for Cemig in that year; and (ii) sale of the TBE Group to Taesa — which was completed on May 31, 2013.

 

In the TBE agreement Cemig transferred to Taesa the totality of its shares in the electricity transmission companies of the TBE Group: ETEP (49.98%); ENTE (49.99%); ERTE (49.99%); EATE (49.98%), ECTE (19.09%) and EBTE (25.40%) throw Cemig GT.

 

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Table of Contents

 

Financial revenue (expenses)

 

 

 

Financial revenues

Financial expenses

 

 

Cemig reports net financial expenses of R$308 million in 2013, compared to net financial revenues of R$1.630 billion in 2012. The main factors are:

 

·                      Revenue from monetary updating on the CRC contract, in 2012, of R$2.383 billion, arising from its early settlement. There are more details on this in Explanatory Note 12 to the financial statements.

 

·                      A financial revenue gain of R$313 million, resulting from the court judgment on the attempted expansion in the calculation base for the Pasep and Cofins contributions on Financial revenue and Other non-operational revenues, for the period 1999 through January 2004: within financial revenues, R$81 million was posted as a reversal of Pasep and Cofins, and R$232 million as revenue from monetary updating.

 

·                      Lower expenses on costs of loans and financings: R$698 million in 2013, compared to R$811 million in 2012. This basically results from a lower stock of debt linked to the CDI rate in 2013 than in 2012. Note that when debt is indexed to the CDI rate, the full variation in the CDI is allocated as cost of debt, whereas for debt indexed to inflation indices, only the interest is allocated as cost of debt, and the variation from the inflationary indexor is allocated as an expense of monetary updating.

 

Income tax and Social Contribution tax

 

In 2013 Cemig reported income tax and Social Contribution tax totaling R$950 million, on reported pre-tax profit of R$4.054 billion, representing a percentage rate of 23.44%.

 

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In 2012, the expense on income tax and the Social Contribution tax was R$833 million, on pre-tax profit of R$5.104 billion, an effective rate of 16.31%.

 

Regulatory assets and liabilities

 

As a result of the harmonization of Brazilian accounting practices to international standards (IFRS) as from 2010, Regulatory assets and liabilities are no longer posted in the Company’s financial statements. Similarly, the values for regulatory items are recognized in the profit and loss account of a year only after their actual inclusion in the Company’s tariff.

 

The impact of the regulatory assets and liabilities if they had been recognized in the Company’s financial statements, would be as follows:

 

Statement of financial position
(Balance sheet)

 

Amounts already
included in tariff
increases

 

Amounts yet to be
included in tariff
increases

 

Dec. 31, 2013

 

Dec. 31,
2012

 

Jan. 1,
2012

 

Assets

 

105,359

 

1,202,611

 

1,307,970

 

863,757

 

381,490

 

Liabilities

 

(52,304

)

(911,565

)

(963,869

)

(297,013

)

(698,402

)

Equity method gains (losses) arising from Regulatory Assets and Liabilities

 

 

 

76,899

 

81,400

 

10,557

 

 

 

53,055

 

291,046

 

421,000

 

648,144

 

(306,355

)

 

Statement of financial position 

 

Dec. 31, 2013

 

Dec. 31, 2012

 

Jan. 1, 2012

 

Assets

 

 

 

 

 

 

 

Prepaid expenses — CVA (1)

 

1,257,729

 

785,582

 

302,771

 

TUSD discounts — Source with incentive

 

 

59,390

 

24,746

 

TUSD discounts — Self-Producers and Independent Producers

 

 

7,254

 

29,341

 

Reduction of Tariff for Use of Transmission and Distribution Systems

 

26,096

 

 

 

Discounts for irrigation operations

 

4,913

 

8,338

 

20,321

 

Other regulatory assets

 

19,232

 

3,193

 

4,311

 

 

 

1,307,970

 

863,757

 

381,490

 

Equity method gains (losses) arising from Regulatory Assets and Liabilities

 

76,899

 

81,400

 

10,557

 

Deferred income tax and Social Contribution tax

 

(128,556

)

(218,911

)

132,107

 

 

 

1,256,313

 

726,246

 

524,154

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

‘Portion A’

 

 

 

(9,646

)

Regulatory liabilities — CVA (1)

 

(950,346

)

(293,542

)

(537,620

)

Low-income subsidy

 

 

(1,493

)

(147,695

)

Other regulatory liabilities

 

(13,523

)

(1,978

)

(3,441

)

 

 

(963,869

)

(297,013

)

(698,402

)

 

 

292,444

 

429,233

 

(174,248

)

 


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

 

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Net effects on the Profit and loss account, if Regulatory assets and liabilities had been recognized, would be:

 

 

 

2013

 

2012

 

Net profit for the period

 

3,103,855

 

4,271,685

 

Operational profit of the Regulatory Assets and Liabilities

 

(247,410

)

839,208

 

Net financial revenue (expenses) arising from Regulatory Assets and Liabilities

 

46,973

 

(32,180

)

Equity method gains (losses) arising from Regulatory Assets and Liabilities

 

(4,501

)

70,843

 

Income tax and Social Contribution on Regulatory Assets and Liabilities

 

68,148

 

(274,390

)

Net profit for the period taking into account Regulatory Assets and Liabilities

 

2,967,065

 

4,875,166

 

 

REGULATORY EBITDA 

 

2013

 

2012

 

Change %

 

EBITDA

 

5,186,139

 

4,237,889

 

22.38

 

+ Operational profit of the Regulatory Assets and Liabilities

 

(247,410

)

839,208

 

(129.48

)

+ Equity method gains (losses) arising from Regulatory Assets and Liabilities

 

(4,501

)

70,843

 

 

(=) EBITDA

 

4,934,228

 

5,147,940

 

(4.15

)

 

EBITDA

 

Cemig’s consolidated Ebitda in 2013 was 22.38% higher than in 2012:

 

Ebitda — R$’000

 

2013

 

2012

 

Δ%

 

Net profit for the period

 

3,103,855

 

4,271,685

 

(27.34

)

+ Deferred income tax and Social Contribution tax

 

950,141

 

832,581

 

14.12

 

+ Financial revenue (expenses)

 

308,475

 

(1,629,545

)

 

+ Amortization and depreciation

 

823,668

 

763,168

 

7.93

 

= EBITDA

 

5,186,139

 

4,237,889

 

22.38

 

 

 

 

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The significant increase in consolidated Ebitda — of 22.38% — mainly reflects: operational revenue of R$490 million; operational costs (excluding depreciation and amortization) R$357 million lower, and a gain of R$284 million on disposal of an investment; reduced by non-realized profit of R$79 million.

 

The 44.77% increase in Cemig D’s Ebitda from 2012 to 2013 reflects (when calculated as above) higher net profit, and operational costs and expenses 8.08% lower — excluding the effect of amortization expenses-— which were reduced from R$8.614 billion in 2012 to R$7.918 billion in 2013. The 8.65% reduction in Cemig GT’s Ebitda in 2013 from 2012 mainly reflects operational costs and expenses (excluding depreciation and amortization) 35.31% higher, partially compensated by net profit 12.72% higher.

 

DEBT

 

 

Cemig’s total consolidated debt at the end of 2013 was R$9.457 billion, 9.20% less than at the end of 2012.

 

At the end of 2013 consolidated stockholders’ equity was R$12.638 billion; debt was 74.83% of consolidated stockholders’ equity; and book value per share was R$10.04.

 

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NEW ACQUISITIONS

 

BRASIL PCH

 

On June 14, 2013 Cemig GT signed a share purchase agreement with Petrobras (Petróleo Brasileiro S.A.) governing the purchase of 49% of the voting shares of Brasil PCH (“the Petrobras Share Purchase Agreement”).

 

On February 14, 2014, Chipley SP Participações S.A. (“Chipley”), a company owned 40% by Cemig GT (Cemig Geração e Transmissão S.A.), 59% by Renova Energia S.A. and 1% by Renovapar S.A., made the payment for acquisition of the 51% of the voting stock of Brasil PCH S.A. , which had been held as to 49% by Petrobras and 2% by Jobelpa, thus becoming part of the stockholding block sharing control of Brasil PCH.

 

The acquisition prices of the shares of Petrobras and of Jobelpa, updated and adjusted in accordance with the share purchase agreement, were respectively R$710,925 thousand and R$29,017 thousand.

 

The acquisition is part of the strategy of Cemig’s Long-term Strategic Plan: the quest for sustainable growth, through transactions that can add value to its present assets

 

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and provide stockholders with an appropriate and attractive return on their investments.

 

For more information, see these links:

 

Brasil PC H Aquisition

 

Announcement - Purchase price paid for 51% of Brasil PCH

 

INCREASE OF CEMIG’S INTEREST IN MADEIRA ENERGIA

 

On March 11, 2014, the investment fund Fundo de Investimento em Participações MelbourneFIP Melbourne, in which Cemig GT is a unit holder, represented by Banco Modal S.A. signed a share purchase agreement with Andrade Gutierrez Participações S.A. (“AGP”), as vendor, governing the purchase, subject to certain conditions, of 83% of the total share capital and 49% of the voting shares in SAAG Investimentos S.A. (“SAAG”). By the completion date of the transaction (“the Closing Date”), SAAG will own 12.4% of Madeira Energia S.A. (‘Mesa’)  The transaction was the subject of a decision by the Board of Directors of Cemig GT on March 6, 2014.

 

The acquisition will be structured through Equity Investment Funds (“FIPs”), and other vehicles, in which Cemig GT will have minority stockholdings. Thus Cemig will not have more than 50% of the voting stock in any vehicle, and no more than 50% of the net asset value of any of the FIPs, thus preserving the private-sector nature of the structure.

 

The price of this acquisition will be R$835,385, which will undergo monetary adjustment by the IPCA (Amplified National Consumer Price) Index from December 31, 2013 up to the Closing Date, augmented by any capital injections by AGP in SAAG up to the Closing Date less any dividends declared by SAAG to AGP up to the Closing Date.

 

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Conclusion of the transaction is subject to other conditions precedent, including approvals by the Brazilian monopolies authority, Cade (Conselho Administrativo de Defesa Econômica) and the Brazilian electricity regulator, Aneel.  For more info:

 

Announcement - Cemig increases stake in Santo Antônio hydro plant

 

DIVIDENDS

 

Cemig’s dividend policy guarantees that 50% of the net profit will be distributed as obligatory dividend to the Company’s stockholders, subject to the other provisions of the By-laws, and the applicable legislation; and the balance, after any retention specified in a capital and/or investment budget prepared by Cemig’s management, which complies with the Long-term Strategic Plan and the dividend policy stated in it, and has been duly approved, will be applied to constitute a profit reserve to be used for distribution of extraordinary dividends, up to the maximum limit specified by law.

 

Without prejudice to the obligatory dividend, every two years Cemig will use this profit reserve for distribution of extraordinary dividends, up to the limit of available cash.

 

Cemig’s Board of Directors may declare interim dividends, in the form of Interest on Equity, on account of retained earnings, profit reserves or profit reported in half-yearly or interim balance sheets.

 

The table below shows the history of our distribution of stockholder corporate action payments over the last five years.

 

Date approved

 

Type

 

Profit per
share

 

April 30 2013

 

Dividends

 

1.43

 

December 20, 2012

 

Interest on Equity

 

1.99

 

December 20, 2012

 

Extraordinary dividend

 

1.88

 

April 27, 2012

 

Dividends

 

1.90

 

December 9, 2011

 

Extraordinary dividend

 

1.25

 

April 29, 2011

 

Dividends

 

1.75

 

December 16, 2010

 

Extraordinary dividend

 

1.32

 

April 29, 2010

 

Dividends

 

1.50

 

April 29, 2009

 

Dividends

 

1.90

 

April 25, 2008

 

Dividends

 

1.78

 

December 5, 2013

 

Interest on Equity

 

0.55

 

 

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Cemig’s dividend yield, shown below, illustrates its commitment to seek business strategies that ensure an adequate return for stockholders.

 

 

PROPOSAL FOR ALLOCATION OF NET PROFIT

 

The Board of Directors will propose to the Annual General Meeting, to be held in April 2014, that the profit for 2013, in the amount of R$3,104,000,000, and the balance of retained earnings, related to realization of the Valuation Adjustments Reserve in the amount of R$109,000,000, should be allocated as follows:

 

·   R$ 33 million for payment of Interest on Equity;

 

·   R$1.068 billion to be paid as ordinary dividends;

 

·   R$54 million to be paid as additional dividends; and

 

·   R$1.558 billion to be held in Stockholders’ equity in the Reserve under the By-laws, for payment of future dividends.

 

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THE CEMIG GROUP’S PORTFOLIO OF GENERATION ASSETS

 

 

Cemig – generation portfolio in MW *

 

Phase

 

Hydro

 

Small Hydro

 

Wind

 

Solar

 

Thermal

 

Total

 

Operating

 

6,721

 

194

 

70

 

1

 

184

 

7,170

 

Under construction / contracted

 

1,126

 

29

 

105

 

1

 

 

1,261

 

In development

 

7,068

 

191

 

1,272

 

36

 

1,500

 

10,066

 

Total

 

14,915

 

414

 

1,446

 

38

 

1,684

 

18,497

 

 


* Figures represent only the proportionate equity interests held, direct or indirectly, by Cemig on December 31, 2013.

 

Highlights of 2013:

 

The Santo Antônio hydro plant

 

·                  In operation/under construction

 

The Santo Antônio hydroelectric complex, in the county of Porto Velho, in Brazil’s northern State of Rondônia, comprises 50 generator turbines with total capacity for 3,568MW. The first 20 of the rotors are already in commercial operation, producing approximately 1,414 MW. The other 30 are under construction, with conclusion expected in November 2016.  Cemig owns 10% of this enterprise.

 

The Belo Monte hydroelectric plant

 

·                  Under construction

 

The Belo Monte hydro complex, in the county of Altamira, in the northern Brazilian state of Pará, comprises 24 generating rotors, with total capacity of 11,233 MW. Its assured physical offtake is 4,571 average MW. Start of commercial operation of the 24 generating units is scheduled over the period from February 2015 to January 2019. Cemig’s total interest — direct plus indirect — is 8.12%.

 

The Mineirão football stadium photovoltaic solar unit

 

·                  In operation

 

This 1.42 MWp photovoltaic solar unit, inaugurated May 17, 2013, is built on the roof of the iconic Mineirão football stadium, in Belo Horizonte, capital of Minas Gerais State.

 

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Guanhães Energia: 4 Small Hydro Plants

 

·                  Under construction

 

The Guanhães Energia holding company has the authorization to build 4 small hydro plants in the municipalities of Virginópolis and Dores de Guanhães, in Minas Gerais State: Fortuna II (9 MW), Senhora do Porto (12 MW), Jacaré (9 MW) and Dores de Guanhães (14 MW). The total installed capacity of these 4 plants is 44 MW, with physical guarantee of 25 MW. Commercial startup is planned over the period July 2014 —February 2015.

 

Cemig’s direct and indirect equity interest totals 65.56%.

 

The Alto Sertão II (High Wilderness II) wind plant

 

·                  Under construction

 

The Alto Sertão II wind complex comprises 15 wind farms — 6 were contracted in the Reserve Energy Auction (LER) of 2010 and 9 in the 2011 A—3/2011 Auction (contracting for three years ahead). They are all in the state of Bahia, with aggregate installed capacity of 380.5MW, and physical guarantee of 181.6 average MW. Commercial startup of the 15 wind farms is scheduled for February 2014 through July 2014.

 

Cemig has an indirect equity interest of 7.10%.

 

The Alto Sertão III wind complex

 

·                  Contracted

 

This complex (“High Wilderness III”) comprises 46 wind farms, also in the State of Bahia, which pre-sold their electricity in the Free Market or in the Regulated Market, through the A—5/2012 auction of 2012 and the LER (reserve) auction of 2013. They have aggregate installed capacity of 741.5 MW, with physical guarantee of 363.2 average MW. Commercial startup is scheduled for April 2015 — September 2016.

 

Cemig has indirect equity interest of 7.10%.

 

Wind farms contracted in the 2013 A-5 auction

 

In this auction 17 wind farms were contracted, located in the state of Bahia, for total installed capacity of 355.5MW and physical guarantee of 183.9 average MW. This

 

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electricity was sold for an average price of R$118.75/MWh, plus monetary adjustment from January 2014. Startup of commercial operation is scheduled for May 2018.

 

Cemig’s indirect equity interest is 7.10%.

 

Sete Lagoas photovoltaic solar plant

 

·                  Under construction

 

The experimental photovoltaic solar generation station at Sete Lagoas, Minas Gerais, has installed capacity of 3.3 MWp . Works began in March 2013, for planned conclusion in December 2014.

 

Cemig’s equity interest is 38.5%.

 

Light — Highlights of 2013

 

Consumption up 2.9%, Ebitda R$1.697bn, in 2013

 

Losses reduced by 3.2 percentage points — to 42.2%

 

·                  Total consumption by Light’s consumers was 2.9% higher in 2013 than 2012, and up 1.8% YoY in 4Q13 at 6,531 GWh, reflecting residential consumption up 3.3% YoY and commercial consumption up 2.2% YoY.

 

·                  Net revenue, excluding construction revenue, in 2013 was R$6.602 billion, up 1.4% from 2012 in 4Q13. Also excluding construction revenue, net revenue totaled R$1.701 billion, 7.2% lower than in 4Q12, reflecting mainly lower revenue in the distribution company. The trading division was the highlight of the quarter — up 46.4% from 4Q12.

 

·                  Consolidated Ebitda in the year was R$1.697 billion, 17.9% more than in 2012. Consolidates Ebitda in 4Q was R$341.7 million, 28.0% lower than in 4Q12, due to the distributor’s Other operational revenues line being 71.4% lower year-on-year, reflecting recording of revenue due to a change in an accounting estimate in 4Q12. Adjusted for the CVA, Ebitda would be R$429.5 million in 4Q13, 29.9% lower than in 4Q12.

 

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·                  Net profit in the year was R$587.3 million, 38.5% more than in 2012. In 4Q it was 19.4% lower than in 4Q12, at R$129.0 million, due to the reporting of revenue for change of an accounting estimate in 4Q12, referred to above.

 

·                  Non-technical losses in the last 12 months, as a percentage of the total billing in the low voltage market (Aneel criterion) showed an important improvement in the year, being reduced by 3.2 percentage points, to 42.2% in December 2013.

 

·                  The collection rate in the quarter was 99.3% of amounts invoiced, in line with the level in 4Q12. Provisions for doubtful receivables were 1.9% of the distributor’s gross revenue from electricity invoiced, totaling R$43.8 million, considerably less than was provisioned in 4Q12.

 

·                  The company had net debt of R$4.025 billion at the end of December 2013, 3.1% less than at end-September 2013. The leverage index Net debt/Ebitda was 2.84.

 

·                  On March 10, 2014 the Board of Directors received a proposal for distribution of dividends totaling R$364,838,033.34, or, R$1.789 per share, for the business year ended December 31, 2013. This represents a dividend yield of 11.3% which, added to the corporate action payments decided during the year corresponds to a payout of 84.6% of the adjusted net profit for the year. The proposal will go to the Annual General Meeting, which is yet to be called.

 

4Q13 Earnings Release

 

Taesa — Highlights of 4Q13

 

·  Net profit (IFRS) was R$ 892.9 million, while Regulatory Ebitda was R$ 1.213 billion, mainly impacted by the profits of acquired companies, operational efficiency and control of costs, resulting in a Regulatory Ebitda Margin of 87.5%. On this efficiency we highlight the line availability rate, of 99.98%, resulting in a PV of R$ 8.2 mn, 30.2% lower than in 2012.

 

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·  Net revenue in 2013 was R$ 1.448bn, 28.5% higher than in 2012. In 4Q13, net revenue was R$ 309.2mn, up 26.4% from 4Q12.

 

·  Depreciation and amortization costs in 2013 totaled R$ 305.71mn, 85.% more than in 2012. The amount in 4Q13 was R$ 101.3mn, up 77.5% from 4Q12.

 

·  Regulatory Net Revenue (without IFRS) in 2013 was R$ 1.386 billion, 24.3% more than in 2012. In 4Q13, this total was R$ 363.3mn, 12.4% higher than in 4Q12.

 

·  2013 Ebitda was R$ 1.144bn, with Ebitda margin of 79.0%. In 4Q13 Ebitda was R$ 208.2mn, with Ebitda margin of 67.3%.

 

·  Total equity method gain from holdings was R$ 179.0mn, of which R$ 25.3mn was the total in 4Q13.

 

·  Net financial revenue in 2013 was R$ 369.5mn, 49/4% higher than in 2012. In 4Q13 net financial revenue was R$ 115.4mn, 100.3% more than in 4Q12.

 

·  The total of dividends and Interest on Equity proposed for the 2013 business year is R$ 571.1mn.

 

·  The following events were the main factors in the growth of Taesa’s figures in 2013:

 

(i)                                     Transfer of the assets of TBE, and financial settlement in May, for R$ 1.7bn.

 

(ii)                                  Acquisition of Transmineiras, through EATE, for R$ 34mn, in October.

 

(iii)                               Success in Lot A of Auction 013/2013 (‘the Mariana Auction’).

 

4Q13 Earnings Release Taesa

 

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INFORMATION BY OPERATIONAL SEGMENT

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY — DECEMBER 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER JOINTLY-

 

 

 

 

 

 

 

 

 

 

 

 

 

CEMIG

 

 

 

 

DIRECT

 

ELIMINATION /

 

TOTAL, DIRECT

 

 

 

 

 

 

 

 

 

CONTROLLED

 

ELIMINATION /

 

ALL

 

 

 

HOLDING

 

CEMIG - GT

 

CEMIG-D

 

TELECOM

 

CARVALHO

 

ROSAL

 

SUBSIDIARIES

 

TRANSFERS

 

SUBSIDIARIES

 

TAESA

 

LIGHT

 

MADEIRA

 

GASMIG

 

SUBSIDIARIES

 

TRANSFERS

 

SUBSIDIARIES

 

ASSETS

 

14,130,504

 

10,475,039

 

12,497,936

 

327,861

 

178,118

 

144,371

 

593,989

 

(8,533,676

)

29,814,142

 

4,713,360

 

4,271,513

 

2,001,991

 

1,053,624

 

2,298,997

 

(5,918,418

)

38,235,209

 

Cash and cash equivalents

 

286,183

 

1,107,174

 

685,969

 

28,900

 

7,114

 

6,808

 

79,679

 

 

2,201,827

 

136,959

 

581,673

 

29,837

 

29,141

 

135,599

 

 

3,115,036

 

Accounts receivable

 

 

745,753

 

1,626,984

 

 

7,301

 

4,267

 

27,963

 

(28,805

)

2,383,463

 

85,994

 

465,496

 

19,168

 

134,615

 

37,955

 

(5,509

)

3,121,182

 

Securities — cash investments

 

180,125

 

581,606

 

87,650

 

4,460

 

16,241

 

5,835

 

147,377

 

 

1,023,294

 

82,475

 

 

 

22,246

 

39,313

 

 

1,167,328

 

Taxes

 

511,241

 

291,587

 

1,676,262

 

28,862

 

556

 

102

 

2,019

 

 

2,510,629

 

310,526

 

335,056

 

7,638

 

68,107

 

6,602

 

 

3,238,558

 

Other assets

 

1,386,446

 

259,495

 

1,436,371

 

26,136

 

4,044

 

424

 

36,595

 

(1,279,764

)

1,869,747

 

89,884

 

430,546

 

62,553

 

167,141

 

78,636

 

(111,437

)

2,587,070

 

Investments / Fixed / Intangible / Financial Assets of Concession

 

11,766,509

 

7,489,424

 

6,984,700

 

239,503

 

142,862

 

126,935

 

300,356

 

(7,225,107

)

19,825,182

 

4,007,522

 

2,458,742

 

1,882,795

 

632,374

 

2,000,892

 

(5,801,472

)

25,006,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

14,130,504

 

10,475,039

 

12,497,936

 

327,861

 

178,118

 

144,371

 

593,989

 

(8,533,676

)

29,814,142

 

4,713,360

 

4,271,513

 

2,001,991

 

1,053,624

 

2,298,997

 

(5,918,418

)

38,235,209

 

Suppliers and supplies

 

15,325

 

214,240

 

853,825

 

19,090

 

1,032

 

1,557

 

9,793

 

(48,504

)

1,066,358

 

22,743

 

294,750

 

39,341

 

74,458

 

23,167

 

(8,277

)

1,512,540

 

Loans, financings and debentures

 

 

4,092,806

 

5,247,919

 

32,165

 

 

 

84,474

 

 

9,457,364

 

2,106,490

 

1,889,274

 

1,189,320

 

202,355

 

565,429

 

 

15,410,232

 

Interest on Equity, and dividends

 

1,107,664

 

905,687

 

245,127

 

 

5,544

 

5,090

 

33,605

 

(1,195,053

)

1,107,664

 

8,268

 

46

 

 

1,094

 

7,232

 

(16,640

)

1,107,664

 

Post-Retirement Liabilities

 

125,317

 

555,243

 

1,768,168

 

 

 

 

 

 

2,448,728

 

 

397,838

 

 

 

 

 

2,846,566

 

Taxes

 

66,879

 

514,992

 

1,164,910

 

9,744

 

48,758

 

2,162

 

33,779

 

 

1,841,224

 

671,317

 

266,794

 

31,606

 

66,686

 

21,256

 

 

2,898,883

 

Other liabilities

 

176,962

 

377,054

 

725,129

 

29,690

 

969

 

1,083

 

8,578

 

(65,018

)

1,254,447

 

28,564

 

282,759

 

99,139

 

155,404

 

1,404

 

(750

)

1,820,967

 

Stockholders’ equity

 

12,638,357

 

3,815,017

 

2,492,858

 

237,172

 

121,815

 

134,479

 

423,760

 

(7,225,101

)

12,638,357

 

1,875,978

 

1,140,052

 

642,585

 

553,627

 

1,680,509

 

(5,892,751

)

12,638,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

321

 

5,230,134

 

9,205,932

 

113,739

 

58,920

 

44,845

 

291,785

 

(318,396

)

14,627,280

 

751,505

 

2,522,650

 

130,059

 

716,655

 

324,951

 

(107,032

)

18,966,068

 

Operational costs and expenses

 

(110,822

)

(2,870,097

)

(8,334,522

)

(86,875

)

(18,251

)

(25,113

)

(99,146

)

312,870

 

(11,231,956

)

(153,517

)

(2,096,620

)

(102,861

)

(597,781

)

(146,632

)

80,354

 

(14,249,013

)

Electricity bought for resale

 

 

(1,244,499

)

(4 ,089,448

)

 

(1,058

)

(11,176

)

(37,524

)

176,422

 

(5,207,283

)

 

(1,361,537

)

(40,544

)

 

(5,210

)

35,290

 

(6,579,284

)

Charges for the use of the national grid