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 Registrants 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
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.
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COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG | ||
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By: |
/s/ Luiz Fernando Rolla | |
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Name: |
Luiz Fernando Rolla |
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Title: |
Chief Officer for Finance and Investor Relations |
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Date: April 9, 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 companys head office, | |
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Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil. | |
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Meeting Committee: |
Chair: |
Dorothea Fonseca Furquim Werneck; |
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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 |
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and Marina Rosenthal Rocha, |
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· 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.
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, |
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Djalma Bastos de Morais, |
Franklin Moreira Gonçalves, |
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Fuad Jorge Noman Filho, |
Newton Brandão Ferraz Ramos, |
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Guy Maria Villela Paschoal, |
Tarcísio Augusto Carneiro, |
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João Camilo Penna, |
Adriano Magalhães Chaves, |
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Joaquim Francisco de Castro Neto, |
José Augusto Gomes Campos, |
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Paulo Roberto Reckziegel Guedes, |
Luiz Augusto de Barros, |
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Saulo Alves Pereira Junior, |
Marco Antonio Rodrigues da Cunha, |
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Tadeu Barreto Guimarães, |
Marina Rosenthal Rocha, |
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Wando Pereira Borges, |
Paulo Sérgio Machado Ribeiro; |
Chief Officer: |
Fernando Henrique Schüffner Neto; |
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Secretary: |
Anamaria Pugedo Frade Barros. |
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Anamaria Pugedo Frade Barros
2. Summary of Principal Decisions of the 589th Meeting of the Board of Directors Held on March 6, 2014
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.
3. Material Announcement Dated March 6, 2014: Acquisition of further interest in Madeira Energia S.A.
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.
4. Market Announcement Dated March 7, 2014: Cemig forms consortium with EPM of Colombia for privatization of utility Isagén
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.
Isagéns 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 Cemigs 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 Cemigs 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.
5. Market Announcement Dated March 7, 2014: Reply to BM&FBovespa inquiry GAE 489/14, of February 28, 2014
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.
6. Summary of Principal Decisions of the 590th Meeting of the Board of Directors Held on March 13, 2014
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.
7. Convocation of the Ordinary and Extraordinary General Meetings of Stockholders to be Held on April 30, 2014
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 companys 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 Companys Managers.
7 Orientation of the vote of the Companys 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 Companys 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.
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 |
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· to: |
R$ |
1,700,000,000.00 |
, |
without issuance of new shares, through capitalization of
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R$ |
806,807,903.24, |
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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 Companys 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 Companys 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 Cemigs 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
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 Companys 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.
I) Allocation of
· the net profit for the business year 2013, in the amount of |
R$ |
3,103,855, |
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and of |
· the balance of retained earnings, in the amount of |
R$ |
109,056,000 |
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as to: |
a) R$ 1,655,602,000 as dividends, to the Companys 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 companys 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 companys 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.
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 Companys 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 |
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 |
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2013 |
|
2012 |
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Change % |
|
Electricity sold, GWh (excluding CCEE) |
|
61,521 |
|
59,584 |
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3.24 |
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Sales via CCEE |
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1,193,262 |
|
387,164 |
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208.21 |
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Gross Revenue |
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19,389,625 |
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20,272,493 |
|
(4.36 |
) |
Net revenue |
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14,627,280 |
|
14,137,358 |
|
3.47 |
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Ebitda (IFRS) |
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5,186,139 |
|
4,237,889 |
|
22.38 |
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Ebitda (IFRS + Proportional consolidation) |
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5,982,627 |
|
5,083,158 |
|
17.70 |
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Ebitda Adjusted for Regulatory assets and liabilities |
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4,934,228 |
|
5,147,940 |
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(4.15 |
) |
Ebitda Adjusted for non-recurring items* |
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4,962,127 |
|
4,343,100 |
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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
Publication of 2013 results
Video webcast and conference call
March 24, 2014 (Monday), at 3 PM Brasília time
This transmission on Cemigs 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
Cemigs 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
Contents:
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27 | ||
28 | ||
28 | ||
32 | ||
33 | ||
33 | ||
35 | ||
40 | ||
40 | ||
41 | ||
42 | ||
43 | ||
44 | ||
46 | ||
46 | ||
50 | ||
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51 | ||
52 | ||
53 | ||
55 | ||
57 | ||
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69 | ||
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 Cemigs control.
Important factors that could lead to significant differences between actual results and the projections about future events or results include Cemigs business strategy, Brazilian and international economic conditions, technology, Cemigs 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, Cemigs 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 Cemigs 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).
Cemigs 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 Companys business was translated, in 2013, into various transactions focusing on providing stockholders with attractive returns on their investments. Examples are:
· Cemigs 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 Cemigs growth; and
· the transfer of TBE to Taesa, as a way of expanding Taesas capacity to deal with the present challenges of the electricity sector.
In a reaffirmation of the Companys 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.
Cemigs 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 Companys 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.
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 Reserves 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).
Tapering: Investors worldwide were closely monitoring indicators that could influence the Feds 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 Eurozones 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 Eurozones 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 economys 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 Chinas trading partners, such as Brazil, since a more
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 Brazils 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 industrys 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: Brazils Industrial Entrepreneur Confidence Index rose from October to November, was flat in December then, reversing a trend, began to fall, showing Brazilian industrys apprehension on the present situation, and future expectations
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 States 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 States industrial GDP in the period.
Brazilian electricity consumption: According to the Brazilian governments Electricity Research Company (EPE), total electricity consumption in Brazils 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 Cemigs 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
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%).
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, Cemigs 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.
Cemigs 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%.
Cemig shares vs. indices, 2012-2013
The leading risk rating agencies maintained their long-term outlook for Cemigs 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).
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 |
|
Cemigs 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.
Cemigs consolidated electricity market comprises sales of electricity to:
(I) Captive consumers in Cemigs 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 Groups market in accordance with new accounting practices (IFRS 11), which came into effect on January 2013.
Breakdown of the Cemig Groups sales by consumer type in the two years:
Total electricity consumption (MWh)
Volume of electricity sold to Cemigs final consumers in 2013 was up 3.25% from 2012:
|
|
MWh |
|
Change |
|
Average |
|
Average |
| ||
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.
Industrial:
|
|
MWh |
|
Change |
|
Average |
|
Average |
| ||
|
|
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 Cemigs 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.
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 Cemigs 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.
Cemigs 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.
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 Ds 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 GTs 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 |
) |
(i) Projection for the result for JanuaryDecember 2013.
Control of electricity losses is one of Cemig Ds 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 Cemigs 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).
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 Cemigs 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.
Consolidated operational revenue
Gross supply of electricity:
Cemigs revenue from total supply of electricity to final consumers in 2013 was R$14.741 billion, 4.15% less than in 2012 (R$15.380 billion).
The main factors in total revenue in the year were:
· Tariff adjustment for Cemig D distribution with average impact on the tariffs of captive consumers of 3.85%, valid from April 8, 2012 (full effect in 2013).
· Volume of electricity billed to final consumers 1.78% lower in the year, due to lower productive activity, reflecting the countrys lower growth in 2013.
· Average tariff reduction perceived by captive consumers, of 18.14%, under the Extraordinary Tariff Review established by Provisional Measure 579 (of September 11, 2012). These rates were applied from January 24, 2013 to April 7, 2013, the date of conclusion of the Ordinary Tariff Review, which is applied to the concession contract every five years.
· Tariff increase of 2.99% for Cemig Ds captive consumers, from April 8, 2013.
· Adjustments in contracts for sale of electricity to free consumers in 2013 the majority of contracts are indexed to the IGP-M inflation index.
|
|
R$ |
|
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.
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 Ds 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 Ds 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 Companys 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 Companys Permitted Annual Revenue (Receita Anual Permitida, or RAP) by 61.01% for the period.
Revenue from transactions in the CCEE trading chamber
Cemigs 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
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).
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 Companys 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%.
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 201213 Collective Agreement in November 2012 (full effect in 2013), and the 6.85% increase as from November 2013 under the Collective Agreement of 201314.
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.
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.
| |
|
|
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%.
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 Companys 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 Companys tariff.
The impact of the regulatory assets and liabilities if they had been recognized in the Companys financial statements, would be as follows:
Statement of financial position |
|
Amounts already |
|
Amounts yet to be |
|
Dec. 31, 2013 |
|
Dec. 31, |
|
Jan. 1, |
|
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).
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 |
) |
Cemigs 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 |
|
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 Ds 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 GTs 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.
Cemigs 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.
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 Cemigs Long-term Strategic Plan: the quest for sustainable growth, through transactions that can add value to its present assets
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 CEMIGS INTEREST IN MADEIRA ENERGIA
On March 11, 2014, the investment fund Fundo de Investimento em Participações Melbourne FIP 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.
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
Cemigs dividend policy guarantees that 50% of the net profit will be distributed as obligatory dividend to the Companys 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 Cemigs 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.
Cemigs 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 |
|
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 |
|
Cemigs 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.
THE CEMIG GROUPS 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 Brazils 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. Cemigs 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.
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.
Cemigs 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 A3/2011 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 A5/2012 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
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.
Cemigs 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.
Cemigs equity interest is 38.5%.
Consumption up 2.9%, Ebitda R$1.697bn, in 2013
Losses reduced by 3.2 percentage points to 42.2%
· Total consumption by Lights 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 distributors 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.
· 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 distributors 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$1.789 per share, for the business year ended December 31, 2013. This represents a dividend yield of 11.3% which, added to the corporate action payments decided during the year corresponds to a payout of 84.6% of the adjusted net profit for the year. The proposal will go to the Annual General Meeting, which is yet to be called.
4Q13 Earnings Release
· Net profit (IFRS) was R$ 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.
· 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 Taesas 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
INFORMATION BY OPERATIONAL SEGMENT
FINANCIAL STATEMENTS SEPARATED BY COMPANY DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER JOINTLY- |
|
|
|
|
|
|
|
|
|
|
|
|
|
CEMIG |
|
SÃ |
|
|
|
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 |
|
|