Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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

 

For the month of December 2011

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Earnings Release — Third Quarter 2011 Results

 

 

 

2.

 

Summary of Minutes of the 522nd Meeting of the Board of Directors, November 18, 2011

 

 

 

3.

 

Summary of Principal Decisions of the 523rd Meeting of the Board of Directors, December 1, 2011

 

 

 

4.

 

Summary of Minutes of the 523rd Meeting of the Board of Directors, December 1, 2011

 

 

 

5.

 

Market Announcement — Acquisition of Abengoa Assets Completed, dated December 1, 2011

 

 

 

6.

 

Summary of Principal Decisions of the 524th Meeting of the Board of Directors, December 6, 2011

 

 

 

7.

 

Summary of Minutes of the 524th Meeting of the Board of Directors, December 6, 2011

 

 

 

8.

 

Summary of Principal Decisions of the 525th Meeting of the Board of Directors, December 6 and 9, 2011

 

 

 

9.

 

Material Announcement — Binding Bid for Stake in EDP, dated December 9, 2011

 

 

 

10.

 

Notice to Stockholders — Extraordinary Dividend: R$ 850 million, dated December 9, 2011

 

 

 

11.

 

Summary of Principal Decisions of the 526th Meeting of the Board of Directors, December 15, 2011

 

 

 

12.

 

Notice to Stockholders — Extraordinary dividend will be paid on December 28, 2011, dated December 15, 2011

 

 

 

13.

 

Minutes of the Extraordinary Meeting of Stockholders, Companhia Energética de Minas Gerais — CEMIG, December 21, 2011

 

2



Table of Contents

 

SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

 

 

By:

 /s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

 

Date: December 23, 2011

 

3



Table of Contents

 

1. Earnings Release — Third Quarter 2011 Results

 



Table of Contents

 

 

CONTENTS

 

CONTENTS

1

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

2

CONSOLIDATED PROFIT AND LOSS ACCOUNT

4

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

5

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

6

CONSOLIDATED STATEMENT OF CASH FLOWS

7

STATEMENTS OF ADDED VALUE

9

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

10

1.

OPERATIONAL CONTEXT

10

2.

BASIS OF PREPARATION

16

3.

PRINCIPLES OF CONSOLIDATION

17

4.

CASH AND CASH EQUIVALENTS

19

5.

SECURITIES

19

6.

CONSUMERS AND TRADERS

20

7.

RECOVERABLE TAXES

20

8.

INCOME TAX AND SOCIAL CONTRIBUTION TAX

21

9.

ESCROW DEPOSITS

23

10.

ACCOUNT RECEIVABLE FROM THE MINAS GERAIS GOVERNMENT

23

11.

FINANCIAL ASSETS OF THE CONCESSION

26

12.

INVESTMENTS

27

13.

PROPERTY, PLANT AND EQUIPMENT

32

14.

INTANGIBLE ASSETS

35

15.

SUPPLIERS

36

16.

TAXES AND INCOME TAX AND SOCIAL CONTRIBUTION PAYABLE

36

17.

LOANS, FINANCINGS AND DEBENTURES

38

18.

REGULATORY CHARGES

42

19.

EMPLOYEE POST-RETIREMENT BENEFITS

42

20.

PROVISIONS

45

21.

STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

52

22.

REVENUES

53

23.

OPERATIONAL COSTS AND EXPENSES

55

24.

NET FINANCIAL REVENUE (EXPENSES)

57

25.

RELATED PARTY TRANSACTIONS

58

26.

FINANCIAL INSTRUMENTS, AND RISK MANAGEMENT

59

27.

FAIR VALUE MEASUREMENTS

67

28.

STATEMENTS OF ADDED VALUE (DVAS)

68

29.

SUBSEQUENT EVENTS

69

30.

FINANCIAL STATEMENTS SEPARATED BY COMPANY, AT SEPTEMBER 30, 2011

71

31.

PROFIT AND LOSS ACCOUNTS SEPARATED BY ACTIVITY, AT SEPTEMBER 30, 2011

72

ECONOMIC AND FINANCIAL PERFORMANCE — CONSOLIDATED

73

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

84

REPORT ON REVIEW OF THE QUARTERLY INFORMATION

95

 

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

 

1



Table of Contents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 AT SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

 

ASSETS

 

(R$ ‘000)

 

 

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

Note

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4

 

3,851,624

 

2,979,693

 

99,372

 

302,741

 

Securities

 

5

 

89,341

 

321,858

 

 

55

 

Consumers and traders

 

6

 

2,516,710

 

2,262,585

 

 

 

Concession holders — transport of energy

 

 

 

412,682

 

400,556

 

 

 

Financial assets of the concession

 

11

 

958,649

 

625,332

 

 

 

Recoverable taxes

 

7

 

373,411

 

374,430

 

5,229

 

5,233

 

Income tax and Social Contribution tax recoverable

 

8a

 

789,675

 

489,813

 

 

 

Dividends receivable

 

 

 

 

 

574,327

 

230,405

 

Inventories

 

 

 

53,114

 

41,080

 

206

 

16

 

Other credits

 

 

 

767,398

 

590,229

 

11,273

 

13,889

 

TOTAL CURRENT LIABILITIES

 

 

 

9,812,604

 

8,085,576

 

690,407

 

552,339

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

Account receivable from the Minas Gerais State Government

 

10

 

1,788,353

 

1,837,088

 

 

 

Credit Receivables Investment Fund

 

10

 

 

 

992,995

 

946,571

 

Deferred income tax and Social Contribution

 

8b

 

1,934,776

 

1,800,567

 

329,674

 

345,472

 

Recoverable taxes

 

7

 

178,234

 

139,883

 

4,334

 

426

 

Income tax and Social Contribution tax recoverable

 

8a

 

123,353

 

83,438

 

119,525

 

80,117

 

Escrow deposits

 

9

 

1,299,836

 

1,027,206

 

210,517

 

195,517

 

Consumers and traders

 

6

 

119,568

 

95,707

 

 

 

Other credits

 

 

 

149,559

 

138,413

 

64,965

 

31,737

 

Financial assets of the concession

 

11

 

7,220,153

 

7,315,756

 

 

 

Investments

 

12

 

 

 

11,888,447

 

11,313,969

 

Property, plant and equipment

 

13

 

8,575,189

 

8,228,513

 

1,941

 

2,066

 

Intangible assets

 

14

 

5,738,685

 

4,803,687

 

699

 

838

 

TOTAL NON-CURRENT LIABILITIES

 

 

 

27,127,706

 

25,470,258

 

13,613,097

 

12,916,713

 

TOTAL ASSETS

 

 

 

36,940,310

 

33,555,834

 

14,303,504

 

13,469,052

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

2



Table of Contents

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AT SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

 

LIABILITIES

 

(R$ ‘000)

 

 

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

Note

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

CURRENT

 

 

 

 

 

 

 

 

 

 

 

Suppliers

 

15

 

1,209,759

 

1,121,009

 

4,623

 

1,687

 

Regulatory charges

 

18

 

375,126

 

415,464

 

 

 

Employee profit sharing

 

 

 

73,318

 

116,183

 

3,628

 

5,129

 

Taxes payable

 

16a

 

554,275

 

403,533

 

56,947

 

32,836

 

Income tax and Social Contribution

 

16b

 

777,284

 

137,035

 

52,534

 

 

Interest on Equity, and dividends payable

 

 

 

624,563

 

1,153,895

 

624,563

 

1,153,895

 

Financings

 

17

 

1,559,708

 

1,573,885

 

20,479

 

373,599

 

Debentures

 

17

 

2,307,933

 

628,681

 

 

 

Payroll and related charges

 

 

 

240,104

 

243,258

 

9,497

 

12,478

 

Post-retirement benefits

 

19

 

112,339

 

99,220

 

3,890

 

3,703

 

Provision for losses on financial instruments

 

 

 

26,143

 

69,271

 

 

 

Debt to related parties

 

 

 

 

 

8,097

 

6,687

 

Other obligations

 

 

 

375,819

 

441,924

 

12,234

 

14,655

 

TOTAL CURRENT LIABILITIES

 

 

 

8,236,371

 

6,403,358

 

796,492

 

1,604,669

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT

 

 

 

 

 

 

 

 

 

 

 

Regulatory charges

 

18

 

229,259

 

142,481

 

 

 

Financings

 

17

 

6,435,486

 

6,244,475

 

18,397

 

36,794

 

Debentures

 

17

 

3,764,370

 

4,779,449

 

 

 

Taxes payable

 

16a

 

880,335

 

692,803

 

 

 

Income tax and Social Contribution

 

16b

 

1,209,537

 

1,065,399

 

 

 

Provisions

 

20

 

522,143

 

370,907

 

206,069

 

187,553

 

Concessions payable

 

 

 

128,434

 

117,802

 

 

 

Post-retirement benefits

 

19

 

2,150,063

 

2,061,608

 

95,225

 

92,349

 

Other obligations

 

 

 

265,066

 

201,419

 

68,075

 

71,554

 

TOTAL NON-CURRENT LIABILITIES

 

 

 

15,584,693

 

15,676,343

 

387,766

 

388,250

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

21

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

3,412,073

 

3,412,073

 

3,412,073

 

3,412,073

 

Capital reserves

 

 

 

3,953,850

 

3,953,850

 

3,953,850

 

3,953,850

 

Profit reserves

 

 

 

2,806,167

 

2,873,253

 

2,806,167

 

2,873,253

 

Accumulated other comprehensive income

 

 

 

1,077,142

 

1,210,605

 

1,077,142

 

1,210,605

 

Accumulated foreign currency translation adjustment

 

 

 

3,437

 

(772

)

3,437

 

(772

)

Funds allocated to increase of capital

 

 

 

27,124

 

27,124

 

27,124

 

27,124

 

Accumulated profit (losses)

 

 

 

1,839,453

 

 

1,839,453

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

 

 

13,119,246

 

11,476,133

 

13,119,246

 

11,476,133

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

36,940,310

 

33,555,834

 

14,303,504

 

13,469,052

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

3



Table of Contents

 

CONSOLIDATED PROFIT AND LOSS ACCOUNT

 

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

 

(R$ ‘000, EXCEPT EARNINGS PER SHARE)

 

 

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

Nota

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

REVENUES

 

22

 

11,472,952

 

10,174,245

 

259

 

338

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS

 

23

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

 

 

(3,202,886

)

(2,678,541

)

 

 

Charges for the use of the basic transmission grid

 

 

 

(608,543

)

(552,682

)

 

 

Gas purchased for resale

 

 

 

(235,785

)

(162,685

)

 

 

 

 

 

 

(4,047,214

)

(3,393,908

)

 

 

OPERATING COST

 

23

 

 

 

 

 

 

 

 

 

Personnel and management

 

 

 

(688,607

)

(677,343

)

 

 

Materials

 

 

 

(48,240

)

(80,918

)

 

 

Outsourced services

 

 

 

(511,474

)

(495,672

)

 

 

Depreciation and amortization

 

 

 

(655,805

)

(664,792

)

 

 

Operational provisions

 

 

 

(66,983

)

(218,223

)

 

 

Charges for use of water resources

 

 

 

(113,077

)

(104,925

)

 

 

Construction costs

 

 

 

(961,988

)

(970,804

)

 

 

Other

 

 

 

(103,728

)

(172,164

)

 

 

 

 

 

 

(3,149,902

)

(3,384,841

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

 

 

(7,197,116

)

(6,778,749

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

4,275,836

 

3,395,496

 

259

 

338

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

23

 

 

 

 

 

 

 

 

 

Selling expenses

 

 

 

(139,068

)

(113,907

)

 

 

General and administrative expenses

 

 

 

(633,689

)

(433,579

)

(75,830

)

51,182

 

Other operating expenses

 

 

 

(142,569

)

(67,546

)

(6,326

)

(7,223

)

 

 

 

 

(915,326

)

(615,032

)

(82,156

)

43,959

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

3,360,510

 

2,780,464

 

(81,897

)

44,297

 

Equity gain (loss) in subsidiaries

 

12

 

 

 

1,898,858

 

1,617,178

 

Net financial revenue (expenses)

 

24

 

(833,007

)

(523,454

)

(42,298

)

14,493

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before income tax and Social Contribution

 

 

 

2,527,503

 

2,257,010

 

1,774,663

 

1,675,968

 

 

 

 

 

 

 

 

 

 

 

 

 

Current income tax and Social Contribution

 

8c

 

(818,650

)

(648,376

)

(77,644

)

(75,247

)

Deferred income tax and Social Contribution

 

8c

 

(2,398

)

(21,784

)

9,436

 

(13,871

)

PROFIT FOR THE PERIOD

 

 

 

1,706,455

 

1,586,850

 

1,706,455

 

1,586,850

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit attributable to stockholders

 

 

 

1,706,455

 

1,586,850

 

1,706,455

 

1,586,850

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per preferred and common share

 

 

 

2.50

 

2.33

 

2.50

 

2.33

 

Diluted earnings per preferred and common share

 

 

 

2.50

 

2.33

 

2.50

 

2.33

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

4



Table of Contents

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

 

(R$ ‘000)

 

 

 

Consolidated and Holding company

 

 

 

09/30/2011

 

09/30/2010

 

PROFIT FOR THE HALF YEAR

 

1,706,455

 

1,586,850

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

Foreign currency translation differences for foreign operations

 

4,209

 

(5,448

)

Cash flow hedge instruments

 

(465

)

1,993

 

COMPREHENSIVE INCOME FOR THE PERIOD

 

1,710,199

 

1,583,395

 

 

 

 

 

 

 

Comprehensive income attributable to the Company’s stockholders

 

1,710,199

 

1,583,395

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

5



Table of Contents

 

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

 

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

 

(R$ ‘000)

 

 

 

Share
capital

 

Capital reserves

 

Profit reserves

 

Accumulated
other
comprehensive
income

 

Accumulated
foreign
currency
translation
adjustment

 

Accumulated
profit (losses)

 

Funds allocated
to increase of
capital

 

Stockholders’
equity

 

BALANCE AT DECEMBER 31, 2009

 

3,101,884

 

3,969,099

 

3,177,248

 

1,343,383

 

150

 

(453,387

)

27,124

 

11,165,501

 

Profit for the period

 

 

 

 

 

 

1,586,850

 

 

1,586,850

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation differences for foreign operations

 

 

 

 

 

(5,448

)

 

 

(5,448

)

Cash flow hedge instruments

 

 

 

 

1,993

 

 

 

 

1,993

 

Total comprehensive income for the period

 

 

 

 

1,993

 

(5,448

)

1,586,850

 

 

1,583,395

 

Capital increase

 

310,189

 

(15,249

)

(294,940

)

 

 

 

 

 

Acquisition of jointly-controlled subsidiaries — effect of first-time adoption of IFRS

 

 

 

 

 

 

130,180

 

 

130,180

 

Realization of reserves

 

 

 

 

 

 

 

 

 

Revaluation of property, plant and equipment

 

 

 

 

(100,640

)

 

100,640

 

 

 

BALANCE AT SEPTEMBER 30, 2010

 

3,412,073

 

3,953,850

 

2,882,308

 

1,244,736

 

(5,298

)

1,364,283

 

27,124

 

12,879,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2010

 

3,412,073

 

3,953,850

 

2,873,253

 

1,210,605

 

(772

)

 

27,124

 

11,476,133

 

Profit for the period

 

 

 

 

 

 

1,706,455

 

 

1,706,455

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation differences for foreign operations

 

 

 

 

 

4,209

 

 

 

4,209

 

Cash flow hedge instruments

 

 

 

 

(465

)

 

 

 

(465

)

Total comprehensive income for the period

 

 

 

 

(465

)

4,209

 

 

 

3,744

 

Transactions with stockholders recorded directly in stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposed additional dividends for 2010 (R$ 0.10 per share)

 

 

 

(67,086

)

 

 

 

 

(67,086

)

Realization of reserves

 

 

 

 

 

 

 

 

 

Revaluation of property, plant and equipment

 

 

 

 

(132,998

)

 

132,998

 

 

 

BALANCE AT SEPTEMBER 30, 2011

 

3,412,073

 

3,953,850

 

2,806,167

 

1,077,142

 

3,437

 

1,839,453

 

27,124

 

13,119,246

 

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

6



Table of Contents

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

 

(R$ ‘000)

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Profit for the period

 

1,706,455

 

1,586,850

 

1,706,455

 

1,586,850

 

Expenses (revenues) not affecting cash and cash equivalents

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

700,562

 

683,917

 

262

 

127

 

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

 

15,075

 

43,813

 

2

 

 

Equity gain (loss) in subsidiaries

 

 

 

(1,898,858

)

(1,617,178

)

Interest and monetary variation – Non-current

 

90,331

 

5,503

 

(46,424

)

(54,912

)

Deferred federal taxes

 

2,398

 

21,784

 

(9,436

)

13,871

 

Operating provisions

 

254,236

 

(56,783

)

17,986

 

(186,573

)

Amortization of goodwill on acquisitions

 

 

47,714

 

 

 

Employee post-retirement benefits

 

205,116

 

51,745

 

10,326

 

9,408

 

Other

 

 

 

 

677

 

 

 

2,974,173

 

2,384,543

 

(219,687

)

(247,730

)

(Increase) / decrease in assets

 

 

 

 

 

 

 

 

 

Consumers and traders

 

(357,125

)

(9,055

)

 

 

Accounts receivable from the Minas Gerais State Government

 

170,981

 

157,043

 

 

 

Recoverable taxes

 

(377,109

)

(390,846

)

(18,078

)

(28,733

)

Transport of energy

 

(12,126

)

(44,066

)

 

 

Other current assets

 

(189,203

)

(231,257

)

2,426

 

3,118

 

Other non-current assets

 

 

23,984

 

(29,484

)

36,414

 

Escrow deposits

 

(272,630

)

(279,847

)

(15,000

)

(41,340

)

Dividends received from subsidiaries

 

 

 

1,323,478

 

1,138,157

 

Financial assets

 

(237,140

)

 

 

 

Other

 

(39,370

)

 

 

 

 

 

(1,313,722

)

(774,044

)

1,263,342

 

1,107,616

 

Increase (reduction) of liabilities

 

 

 

 

 

 

 

 

 

Suppliers

 

88,750

 

141,438

 

2,936

 

(13,132

)

Taxes payable

 

986,054

 

712,024

 

76,645

 

74,928

 

Payroll and related charges

 

(3,154

)

(118,246

)

(2,981

)

(5,374

)

Regulatory charges

 

(9,289

)

12,904

 

 

 

Loans, financings and debentures

 

655,370

 

292,175

 

(3,120

)

(2,382

)

Employee post-retirement benefits

 

(103,542

)

123,415

 

(7,263

)

(5,759

)

Losses on financial instruments

 

 

(16,519

)

 

 

Other

 

(18,346

)

318,332

 

(72,547

)

113,215

 

 

 

1,595,843

 

1,465,523

 

(6,330

)

161,496

 

 

 

 

 

 

 

 

 

 

 

NET CASH FROM OPERATING ACTIVITIES

 

3,256,294

 

3,076,022

 

1,037,325

 

1,021,382

 

 

7



Table of Contents

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

CASH FLOWS OF FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Financings and debentures obtained

 

1,329,994

 

5,068,441

 

 

 

Repayments of loans and financings

 

(1,352,571

)

(4,000,681

)

(368,397

)

(18,397

)

Interest on Equity, and dividends, paid

 

(596,418

)

(466,727

)

(529,332

)

(466,727

)

NET CASH FROM (USED IN) FINANCING ACTIVITIES

 

(618,995

)

601,033

 

(897,729

)

(485,124

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTMENT ACTIVITIES

 

 

 

 

 

 

 

 

 

In investments

 

 

(1,749

)

(343,020

)

(760,380

)

In property, plant and equipment

 

(723,542

)

(203,952

)

 

(227

)

In intangible assets

 

(1,016,517

)

(1,627,318

)

 

 

In financial assets of the concession

 

(257,826

)

(2,090,160

)

 

 

In short-term investments

 

232,517

 

 

55

 

 

NET CASH USED IN INVESTMENT ACTIVITIES

 

(1,765,368

)

(3,923,179

)

(342,965

)

(760,607

)

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

871,931

 

(246,124

)

(203,369

)

(224,349

)

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

 

 

 

Beginning of the period

 

2,979,693

 

4,424,959

 

302,741

 

656,704

 

End of the period

 

3,851,624

 

4,178,835

 

99,372

 

432,355

 

 

 

871,931

 

(246,124

)

(203,369

)

(224,349

)

 

The Explanatory Notes are an integral part of the Quarterly Information.

 

8



Table of Contents

 

STATEMENTS OF ADDED VALUE

 

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010

 

(R$ ‘000)

 

 

 

Consolidated
 IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

 

 

09/30/2010

 

 

 

09/30/2011

 

 

 

09/30/2010

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of electricity, gas and services

 

16,611,403

 

 

 

14,909,305

 

 

 

259

 

 

 

338

 

 

 

Provision for doubtful accounts receivable

 

(103,000

)

 

 

(75,709

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INPUTS ACQUIRED FROM THIRD PARTIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity purchased for resale

 

(3,202,886

)

 

 

(2,678,541

)

 

 

 

 

 

 

 

 

Charges for the use of the basic transmission grid

 

(608,543

)

 

 

(552,682

)

 

 

 

 

 

 

 

 

Outsourced services

 

(721,268

)

 

 

(638,594

)

 

 

(5,545

)

 

 

(7,139

)

 

 

Gas purchased for resale

 

(235,785

)

 

 

(162,685

)

 

 

 

 

 

 

 

 

Materials

 

(64,581

)

 

 

(89,740

)

 

 

(158

)

 

 

(282

)

 

 

Construction costs

 

(961,988

)

 

 

(970,804

)

 

 

 

 

 

 

 

 

Other operational costs

 

(205,520

)

 

 

(504,127

)

 

 

(31,356

)

 

 

116,636

 

 

 

 

 

(6,000,571

)

 

 

(5,597,173

)

 

 

(37,059

)

 

 

109,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS VALUE ADDED

 

10,507,832

 

 

 

9,236,423

 

 

 

(36,800

)

 

 

109,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

(700,562

)

 

 

(683,917

)

 

 

(262

)

 

 

(127

)

 

 

NET ADDED VALUE PRODUCED BY THE COMPANY

 

9,807,270

 

 

 

8,552,506

 

 

 

(37,062

)

 

 

109,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE RECEIVED BY TRANSFER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

 

 

 

 

 

 

1,898,858

 

 

 

1,617,178

 

 

 

Financial revenues

 

770,928

 

 

 

693,099

 

 

 

68,478

 

 

 

61,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDED VALUE TO BE DISTRIBUTED

 

10,578,198

 

 

 

9,245,605

 

 

 

1,930,274

 

 

 

1,787,623

 

 

 

 

 

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

%

 

DISTRIBUTION OF ADDED VALUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employees

 

941,797

 

8,91

 

1,041,717

 

11.27

 

37,137

 

1.92

 

28,888

 

1.61

 

Direct remuneration

 

644,790

 

6.10

 

795,302

 

8.60

 

18,538

 

0.96

 

21,979

 

1.23

 

Benefits

 

239,019

 

2.26

 

182,244

 

1.97

 

12,429

 

0.64

 

4,356

 

0.24

 

FGTS

 

45,456

 

0.43

 

43,497

 

0.47

 

2,591

 

0.13

 

2,553

 

0.14

 

Other

 

12,532

 

0.12

 

20,674

 

0.23

 

3,579

 

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes payable

 

6,290,875

 

59.47

 

5,358,346

 

57.96

 

103,071

 

5.34

 

124,706

 

6.98

 

Federal

 

3,643,494

 

34.44

 

2,995,582

 

32.40

 

102,978

 

5.34

 

124,688

 

6.98

 

State

 

2,641,537

 

24.97

 

2,358,541

 

25.51

 

38

 

 

 

 

Municipal

 

5,844

 

0.06

 

4,223

 

0.05

 

55

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of third party capital

 

1,639,071

 

15.49

 

1,258,692

 

13.62

 

83,611

 

4.34

 

47,179

 

2.64

 

Interest

 

1,576,131

 

14.90

 

1,216,553

 

13.16

 

82,992

 

4.31

 

46,526

 

2.60

 

Rentals

 

62,940

 

0.59

 

42,139

 

0.46

 

619

 

0.03

 

653

 

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration of own capital

 

1,706,455

 

16.13

 

1,586,850

 

17.16

 

1,706,455

 

88.40

 

1,586,850

 

88.77

 

Retained earnings

 

1,706,455

 

16.13

 

1,586,850

 

17.16

 

1,706,455

 

88.40

 

1,586,850

 

88.77

 

 

 

10,578,198

 

100

 

9,245,605

 

100

 

1,930,274

 

100

 

1,787,623

 

100

 

 

See Explanatory Note 28 for more information on the Statement of Added Value.

 

9



Table of Contents

 

EXPLANATORY NOTES TO THE QUARTERLY INFORMATION (ITR)

 

SEPTEMBER 30, 2011

 

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

 

1.                  OPERATIONAL CONTEXT

 

Companhia Energética de Minas Gerais (“Cemig” or “the Company”) is a listed corporation, registered in the Brazilian Registry of Corporate Taxpayers (CNPJ) under number 17.155.730/0001-64. Its shares are traded at Corporate Governance Level 1 on the BM&FBovespa exchange (“Bovespa”), and on the stock exchanges of New York (“NYSE”), and Madrid (“Latibex”). It operates exclusively as a holding company, with stockholder participations in subsidiaries controlled individually or jointly controlled. The main objectives of its subsidiaries are the construction and operation of systems for generation, transformation, transmission, distribution and sales of electric energy, and activities in the various fields of energy, for the purpose of commercial operation.

 

The Company is an entity domiciled in Brazil, with head office at Avenida Barbacena 1200, Belo Horizonte, in the Brazilian State of Minas Gerais.

 

Cemig has stockholdings in the following subsidiaries that were in operation at September 30, 2011.

 

·                  CEMIG GERAÇÃO E TRANSMISSÃO S.A. (“Cemig GT”) (subsidiary): Listed on the Bovespa: Generation and transmission of electricity, through 48 power plants (43 hydroelectric power plants, 4 wind power plants and one thermoelectric power plant), and transmission lines, which comprise part of the Brazilian national generation and transmission grid system. Cemig GT has stockholdings in the following subsidiaries:

 

·  Hidrelétrica Cachoeirão S.A. (“Cachoeirão”) (jointly controlled): Production and sale of electricity as an independent power producer, through the Cachoeirão hydroelectric power plant located at Pocrane, in Minas Gerais State. The plant began operating in 2009.

 

·  Central Eólica Praias de Parajuru S.A. (“Parajuru”) (jointly controlled): Production and sale of electricity through the Parajuru wind farm in the county of Beberibe, in the State of Ceará. The plant began operating in August 2009.

 

10



Table of Contents

 

·  Baguari Energia S.A. (“Baguari Energia”) (jointly controlled): Construction, operation, maintenance and commercial operation of the Baguari Hydroelectric Plant, through participation in the UHE Baguari Consortium (Baguari Energia 49.00%, Neoenergia 51.00%), located on the Doce river in Governador Valadares, Minas Gerais State. The plant began operation of its units from September 2009 to May 2010.

 

·  Transmissora Aliança de Energia Elétrica S.A. (“Taesa”), previously named Terna Participações S. A., (jointly controlled): Construction, operation and maintenance of electricity transmission facilities in 11 States of Brazil. Taesa has the subsidiaries ETAU (Empresa de Transmissão do Alto Uruguai S.A.) and Brasnorte (Brasnorte Transmissora de Energia S.A.).

 

·  Central Eólica Praia do Morgado S.A. (“Morgado”) (jointly controlled): Production and sale of electricity at the Morgado Wind Farm in the county of Acaraú in the State of Ceará, Northern Brazil. The plant began operating in April 2010.

 

·  Central Eólica Volta do Rio S.A. (“Volta do Rio”) (jointly controlled): Production and sale of electricity by the Volta do Rio Wind Farm in the County of Acaraú in the State of Ceará, Northern Brazil.  The plant began operating in September 2010.

 

·  Hidrelétrica Pipoca S.A. (“Pipoca”) (jointly controlled): Independent production of electricity, through construction and commercial operation of the Pipoca PCH (Small Hydro Plant), located on the Manhuaçu River, in the Counties of Caratinga and Ipanema, in Minas Gerais State. The plant began operating in October 2010.

 

·  Empresa Brasileira de Transmissão de Energia S.A. (“EBTE”) (jointly controlled): Holder of public service electricity transmission concessions, operating transmission lines in Mato Grosso State. Started operating in June 2011.

 

Subsidiaries and jointly-controlled subsidiaries of Cemig GT at development stage:

 

·  Guanhães Energia S.A. (“Guanhães Energia”) (jointly controlled): Production and sale of electricity through construction and commercial operation of the following Small Hydro Plants in Minas Gerais state: Dores de Guanhães, Senhora do Porto and Jacaré, in the county of Dores de Guanhães; and Fortuna II, in the county of Virginópolis. The first units are scheduled to begin operation in late 2013.

 

·  Cemig Baguari Energia S.A. (“Cemig Baguari”) (subsidiary): Production and sale of electricity as an independent power producer, in future projects.

 

·  Madeira Energia S.A. (“Madeira”) (jointly controlled): Implementation, construction, operation and commercial operation, through the subsidiary Santo Antônio Energia S.A., of the Santo Antônio hydroelectric power plant located in the Madeira river basin, in the State of Rondônia, with commercial startup scheduled for December 2011.

 

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Table of Contents

 

·  Lightger S.A. (“Lightger”) (jointly controlled): Independent power production through building and commercial operation of the Paracambi Small Hydro Plant, on the Ribeirão das Lages river in the county of Paracambi, in the State of Rio de Janeiro. The first rotor is scheduled to start operation early in 2012.

 

·                  CEMIG DISTRIBUIÇÃO S.A. (“Cemig D”) (subsidiary) — listed on the Bovespa exchange: Distribution of electricity through distribution grids and lines in approximately all of the Brazilian state of Minas Gerais.

 

·                  LIGHT S.A. (“Light”) (jointly controlled) — listed on the Bovespa exchange: Holding company that holds direct and indirect interests in other companies to operate electricity services, including generation, transmission, sales, distribution and related services. Light has the following subsidiaries and jointly-controlled subsidiaries:

 

·  Light Serviços de Eletricidade S.A. (“Light Sesa”) (subsidiary) — listed on the Bovespa: Primarily operates in electricity distribution, in various counties of the State of Rio de Janeiro.

 

·  Light Energia S.A. (“Light Energia”) (subsidiary): Principal activities of this unlisted company are to study, plan, build, and commercially operate systems of generation, transmission and sale of electricity and related services. Light Energia holds interests in Central Eólica São Judas Tadeu Ltda., Central Eólica Fontainha Ltda and Renova Energia S.A.;

 

·  (“Light Esco”) (subsidiary): Principal activities are purchase, sale, importation, exportation, and provision of consultancy services in the energy sector.

 

·  (“Itaocara Energia”) (subsidiary): At pre-operational phase; principal activities are planning, building, installation and commercial operation of electricity generation plants.

 

·  Lightger S.A. (“Lightger”): At development stage, formed to participate in auctions of concessions, authorizations and permissions in new plants. On December 24, 2008, Lightger obtained the installation license authorizing the start of works on the Paracambi Small Hydro Plant. Jointly controlled by Light S.A (51%) and Cemig GT (49%). First rotor scheduled to start operation in early 2012.

 

·  Light Soluções em Eletricidade Ltda. (“Light Soluções”). Formerly named Lighthidro, and renamed by new articles of association of January 27, 2011. This company’s main activity is provision of services to low-voltage clients including assembly, refurbishment and maintenance of all types of facilities.

 

·  Instituto Light para o Desenvolvimento Urbano e Social (“the Light Institute”) (subsidiary): Participation in social and cultural projects, and interest in economic and social development of cities.

 

12



Table of Contents

 

·  Lightcom Comercializadora de Energia S.A. (“Lightcom”) (subsidiary): Purchase, sale, importation and exportation of electricity and general consultancy in the Free and Regulated Markets for electricity.

 

· Axxiom Soluções Tecnológicas S.A. (“Axxiom”) (jointly-controlled subsidiary): Unlisted company providing technological solutions and systems for operational management of public service concessions, including electricity, gas, water and waste companies and other utilities. Jointly controlled by Light S.A (51%) and Cemig (49%).

 

·                  Sá Carvalho S.A. (“Sá Carvalho”) (subsidiary): Production and sale of electricity, as a public electricity service concession holder, through the Sá Carvalho hydroelectric power plant.

 

·                  Usina Térmica Ipatinga S.A. (“Ipatinga”) (subsidiary): Production and sale, as an independent power producer, of thermally generated electricity, through the Ipatinga thermal plant, located at the facilities of Usiminas (Usinas Siderúrgicas de Minas Gerais S.A.).

 

·                  Companhia de Gás de Minas Gerais — Gasmig (“Gasmig”) (jointly controlled): Acquisition, transport and distribution of natural gas and related products, through a concession for distribution of gas in Minas Gerais State.

 

·                  Cemig Telecomunicações S.A. — Cemig Telecom (“Cemig Telecom”), previously named Empresa de Infovias S.A. (subsidiary): Provision and commercial operation of specialized telecommunications services, through an integrated system consisting of fiber optic cables, coaxial cables, and electronic and associated equipment (multi-service network); holds 49% of Ativas Data Center (“Ativas”) (jointly-controlled subsidiary), the principal activity of which is provision of services to supply IT and communications infrastructure, comprising hosting and related services for medium-sized and large corporations.

 

·                  Efficientia S.A. (“Efficientia”) (subsidiary): Provides electricity efficiency and optimization services and energy solutions through studies and execution of projects, as well as providing services of operation and maintenance in energy supply facilities.

 

·                  Horizontes Energia S.A. (“Horizontes”) (subsidiary): Production and sale of electricity, as an independent power producer, through the Machado Mineiro and Salto do Paraopeba hydroelectric power plants, in Minas Gerais State, and the Salto do Voltão and Salto do Passo Velho power plants in the State of Santa Catarina.

 

·                  Central Termelétrica de Cogeração S.A. (“Cogeração”) (subsidiary): Production and sale of electricity produced by thermal generation as an independent power producer, in future projects.

 

13



Table of Contents

 

·                  Rosal Energia S.A. (“Rosal”) (subsidiary): Production and sale of electricity, as a public electricity service concession holder, through the Rosal hydroelectric power plant located on the border between the States of Rio de Janeiro and Espírito Santo, Brazil.

 

·                  Empresa de Serviços e Comercialização de Energia Elétrica S.A. (“ESCEE”) (previously named Central Hidrelétrica Pai Joaquim S.A.) (subsidiary): Production and sale of electricity as an independent power producer, in future projects.

 

·                  Cemig PCH S.A. (“Cemig PCH”) (subsidiary): Production and sale of electricity as an independent power producer, through the Pai Joaquim hydroelectric power plant.

 

·                  Cemig Capim Branco Energia S.A. (“Capim Branco”) (subsidiary): Production and sale of electricity as an independent power producer, through the Amador Aguiar I and Amador Aguiar II hydroelectric power plants, built through a consortium with private-sector partners.

 

·                  UTE Barreiro S.A. (“Barreiro”) (subsidiary): Production and sale of thermally generated electricity, as an independent power producer, through the construction and operation of the UTE Barreiro thermal generation plant, located on the premises of V&M do Brasil S.A., in Minas Gerais State.

 

·                  Cemig Trading S.A. (“Cemig Trading”) (subsidiary): Sale and brokerage of electricity.

 

·                  Companhia Transleste de Transmissão (“Transleste”) (jointly controlled): Operation of the transmission line connecting the substation located in Montes Claros to the substation of the Irapé hydroelectric power plant.

 

·                  Companhia Transudeste de Transmissão (“Transudeste”) (jointly controlled): Construction, operation and maintenance of the ItutingaJuiz de Fora transmission line, part of the Brazilian national grid.

 

·                  Companhia Transirapé de Transmissão (“Transirapé”) (jointly controlled): Construction, operation and maintenance of the Irapé—Araçuaí transmission line — also part of the national grid.

 

·                  Empresa Paraense de Transmissão de Energia S.A. (“ETEP”) (jointly controlled): Holder of a public service electricity transmission concession for a transmission line in the State of Pará. ETEP has formed the subsidiary ESDE (Empresa Santos Dumont de Energia S.A.), of which it owns 100%.

 

·                  Empresa Norte de Transmissão de Energia S.A. (“ENTE”) (jointly controlled): Holder of a public service electricity transmission concession, for two transmission lines in the States of Pará and Maranhão.

 

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Table of Contents

 

·                  Empresa Regional de Transmissão de Energia S.A. (“ERTE”) (jointly controlled): Holder of a public service electricity transmission concession for a transmission line in the State of Pará.

 

·                  Empresa Amazonense de Transmissão de Energia S.A. (“EATE”) (jointly controlled): Holder of the public service electricity transmission concession, for the transmission lines between the sectionalizing substations of Tucuruí, Marabá, Imperatriz, Presidente Dutra and Açailândia. EATE has holdings in the following transmission companies:  Empresa Brasileira de Transmissão de Energia S.A. (“EBTE”) (jointly controlled); Sistema de Transmissão Catarinense S.A. — (“STC”) (subsidiary) and Lumitrans Companhia Transmissora de Energia Elétrica S.A. — (“Lumitrans”) (subsidiary).

 

·                  Empresa Catarinense de Transmissão de Energia S.A. (“ECTE”) (jointly controlled): Holder of a public electricity transmission service concession for transmission lines in the State of Santa Catarina.

 

·                  Axxiom Soluções Tecnológicas S.A. (“Axxiom”) (jointly-controlled): Unlisted corporation providing technological solutions and systems for operational management of public service concessions, including electricity, gas, water and waste companies and other utilities. Jointly controlled by Light S.A (51%) and Cemig (49%).

 

·                  Transchile Charrúa Transmisión S.A. — (“Transchile”) (jointly controlled): Implementation, operation and maintenance of the Charrúa—Nueva Temuco  transmission line and two sections of transmission line at the Charrúa and Nueva Temuco substations, in the central region of Chile. The head office of Transchile is in Santiago, Chile. The transmission line began operating in January 2010.

 

·                  Companhia de Transmissão Centroeste de Minas (“Centroeste”) (jointly controlled): Construction, operation and maintenance of the Furnas—Pimenta transmission line, part of the national grid. The transmission line began operating in April 2010.

 

·                  Parati S.A Participações em Ativos de Energia Elétrica (“Parati”) (Jointly-controlled, with 25% stake): Holdings in other companies, commercial or civil, involved in any activity, Brazilian or otherwise, as partner, stockholder or owner of share units.

 

·                  Cemig Serviços (“Cemig Serviços”) (subsidiary: 100% stake): Provision of services related to planning, construction, operation and maintenance of electricity generation, transmission and distribution systems, and provision of administrative, commercial and engineering services in the various fields of energy, from any source.

 

Where Cemig exercises joint control it does so through stockholders’ agreements with the other stockholders of the investee company.

 

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Table of Contents

 

2.                  BASIS OF PREPARATION

 

Presentation of the Quarterly Information

 

The individual interim accounting information has been prepared in compliance with Technical Pronouncement CPC 21 — Interim Statements, and the consolidated interim accounting information has been prepared in accordance with Technical Pronouncement CPC 21 and with International Standard IAS 34 — Interim  Financial Reporting, issued by the International Accounting Standards Board — IASB, and also in accordance with the requirement to present this information in a manner compliant with the rules issued by the Brazilian Securities Commission (CVM — Comissão de Valores Mobiliários) applicable to Quarterly Information (ITR).

 

This Quarterly Information (ITR) has been prepared according to principles, practices and criteria consistent with those adopted in the preparation of the annual accounting statements at December 31, 2010.  Hence this Quarterly Information should be read in conjunction with those annual accounting statements, which were approved by the Executive Board on March 16, 2011 and filed with the CVM on March 29, 2011.

 

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Table of Contents

 

3.                  PRINCIPLES OF CONSOLIDATION

 

The quarterly information of the subsidiaries and jointly-controlled subsidiaries listed in Explanatory Note 1 has been consolidated.

 

(a)           Subsidiaries and jointly controlled companies

 

The Quarterly Information of subsidiaries and jointly-controlled subsidiaries is included in the consolidated Quarterly Information as from the date on which the shared control began until such date on which it ceases to exist.   The assets, liabilities and results of the jointly-controlled subsidiaries have been consolidated using the method of proportional consolidation.  The accounting policies of subsidiaries and jointly-controlled subsidiaries are aligned with the policies adopted by the Company.

 

In the individual Financial Statements of the holding company, the financial information of subsidiaries, jointly-controlled subsidiaries and affiliates is recognized by the equity method.

 

(b)           Consortia

 

The percentage interest of the assets, liabilities and results of the consortium operations is recorded in the subsidiary that holds the related interest.

 

(c)           Transactions eliminated in consolidation

 

Intra-group balances and transactions, and any revenues or expenses derived from intra-group transactions, are eliminated in preparing the consolidated Quarterly Information.  Unrealized gains arising from transactions with investee companies that are reported by the equity method are eliminated against the investment in proportion to the Company’s holding in the Investee.  Unrealized losses are eliminated in the same manner as unrealized gains, but only up to the point at which there is no evidence of reduction of value by impairment.

 

The references made in this Quarterly Information to the jointly-controlled subsidiaries are made in proportion to the Company’s stake.

 

17



Table of Contents

 

 

 

 

 

09/30/2011

 

12/31/2010

 

Subsidiaries and jointly controlled companies

 

Form of
consolidation

 

Direct
stake, %

 

Indirect
stake, %

 

Direct
stake, %

 

Indirect
stake, %

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries and jointly controlled companies

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão

 

Full

 

100

 

 

100

 

 

Cemig Baguari Energia

 

Full

 

 

100

 

 

100

 

Hidrelétrica Cachoeirão

 

Proportional

 

 

49

 

 

49

 

Guanhães Energia

 

Proportional

 

 

49

 

 

49

 

Madeira Energia

 

Proportional

 

 

10

 

 

10

 

Hidrelétrica Pipoca

 

Proportional

 

 

49

 

 

49

 

Baguari Energia

 

Proportional

 

 

69.39

 

 

69.39

 

Empresa Brasileira de Transmissão de Energia – EBTE

 

Proportional

 

 

49

 

 

49

 

Central Eólica Praias de Parajuru

 

Proportional

 

 

 

49

 

 

 

49

 

Central Eólica Volta do Rio

 

Proportional

 

 

49

 

 

49

 

Central Eólica Praias de Morgado

 

Proportional

 

 

49

 

 

49

 

TAESA

 

Proportional

 

 

56.69

 

 

56.69

 

Lightger

 

Proportional

 

 

49

 

 

49

 

Cemig Distribuição

 

Full

 

100

 

 

100

 

 

Cemig Telecom

 

Full

 

100

 

 

100

 

 

Ativas Data Center

 

Proportional

 

 

49

 

 

49

 

Rosal Energia

 

Full

 

100

 

 

100

 

 

Sá Carvalho

 

Full

 

100

 

 

100

 

 

Horizontes Energia

 

Full

 

100

 

 

100

 

 

Usina Térmica Ipatinga

 

Full

 

100

 

 

100

 

 

Cemig PCH

 

Full

 

100

 

 

100

 

 

Cemig Capim Branco Energia

 

Full

 

100

 

 

100

 

 

Cemig Trading

 

Full

 

100

 

 

100

 

 

Efficientia

 

Full

 

100

 

 

100

 

 

Central Termelétrica de Cogeração

 

Full

 

100

 

 

100

 

 

UTE Barreiro

 

Full

 

100

 

 

100

 

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

Full

 

100

 

 

100

 

 

Cemig Serviços

 

Full

 

100

 

 

100

 

 

GASMIG

 

Proportional

 

55.19

 

 

55.19

 

 

Companhia Transleste de Transmissão

 

Proportional

 

25

 

 

25

 

 

Companhia Transudeste de Transmissão

 

Proportional

 

24

 

 

24

 

 

Companhia Transirapé de Transmissão

 

Proportional

 

24.5

 

 

24.5

 

 

Light S.A.

 

Proportional

 

26.06

 

 

26.06

 

 

Light SESA

 

Full

 

 

26.06

 

 

26.06

 

Light Energia

 

Full

 

 

26.06

 

 

26.06

 

Light Esco

 

Full

 

 

26.06

 

 

26.06

 

Lightger

 

Full

 

 

13.29

 

 

13.29

 

Light Soluções em Eletricidade

 

Full

 

 

26.06

 

 

26.06

 

Instituto Light

 

Full

 

 

26.06

 

 

26.06

 

Itaocara Energia

 

Full

 

 

26.06

 

 

26.06

 

Lightcom

 

Full

 

 

26.06

 

 

26.06

 

Axxiom

 

Proportional

 

 

13.29

 

 

13.29

 

Transchile

 

Proportional

 

49

 

 

49

 

 

Companhia de Transmissão Centroeste de Minas

 

Proportional

 

51

 

 

51

 

 

Empresa Amazonense de Transmissão de Energia – EATE

 

Proportional

 

49.98

 

 

49.98

 

 

Sistema de Transmissão Catarinense – STC

 

Full

 

 

30.82

 

 

30.82

 

Lumitrans Cia. Transmissora de Energia Elétrica

 

Full

 

 

30.82

 

 

30.82

 

Empresa Brasileira de Transmissão de Energia – EBTE

 

Proportional

 

 

19.65

 

 

19.65

 

Empresa Paraense de Transmissão de Energia – ETEP

 

Proportional

 

49.98

 

 

49.98

 

 

Empresa Santos Dumont Energia – ESDE

 

Full

 

 

49.98

 

 

49.98

 

Empresa Norte de Transmissão de Energia – ENTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Regional de Transmissão de Energia – ERTE

 

Proportional

 

49.99

 

 

49.99

 

 

Empresa Catarinense de Transmissão de Energia – ECTE

 

Proportional

 

19.09

 

 

19.09

 

 

Axxiom

 

Proportional

 

49

 

 

49

 

 

Parati

 

Proportional

 

25

 

 

 

 

 

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Table of Contents

 

4.                  CASH AND CASH EQUIVALENTS

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Bank accounts

 

129,422

 

94,605

 

4,176

 

10,164

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

3,362,753

 

2,516,342

 

94,362

 

289,642

 

Treasury Financial Notes (LFTs)

 

73,916

 

121,586

 

158

 

566

 

National Treasury Notes (LTNs)

 

10,632

 

 

51

 

 

Other

 

274,901

 

247,160

 

625

 

2,369

 

 

 

3,722,202

 

2,885,088

 

95,196

 

292,577

 

 

 

3,851,624

 

2,979,693

 

99,372

 

302,741

 

 

Cash investments are transactions contracted with Brazilian institutions, and international financial institutions with branch offices in Brazil, at normal market prices and on normal market conditions. All the transactions are highly liquid; they are promptly convertible into a known amount of cash; and they are subject to insignificant risk of change in value. Bank Certificates of Deposit (CDBs), with fixed or floating rates, and Time Deposits with Special Guarantee (DPGEs) are remunerated at a percentage (which varies from 100% to 110% depending on the transaction) of the CDI rate, which is published by Cetip (the Custody and Settlement Chamber).

 

The Company’s exposure to interest rate risk and an analysis of sensitivity of financial assets and liabilities are given in Explanatory Note 26.

 

5.                  SECURITIES

 

Securities refers to transactions contracted with Brazilian institutions, and international financial institutions with branch offices in Brazil, at normal market prices and on normal market conditions, with redemption periods of more than 90 days.

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Cash investments

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

89,341

 

321,858

 

 

55

 

 

 

89,341

 

321,858

 

 

55

 

 

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Table of Contents

 

6.                  CONSUMERS AND TRADERS

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Retail supply invoiced

 

2,357,845

 

1,996,853

 

25,594

 

26,173

 

Retail supply not invoiced

 

795,136

 

856,222

 

 

 

Wholesale supply to other concession holders

 

188,263

 

66,134

 

 

 

(–) Allowance for doubtful accounts receivable

 

(704,966

)

(560,917

)

(25,594

)

(26,173

)

 

 

2,636,278

 

2,358,292

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

2,516,710

 

2,262,585

 

 

 

Retail supply invoiced

 

119,568

 

95,707

 

 

 

 

The Company makes provisions for doubtful receivables through individual analysis of clients’ outstanding balances, taking into account the default history, negotiations in progress and the existence of any real guarantees.

 

The Company’s exposure to credit risk related to Consumers and Traders is given in Note 26.

 

7.                  RECOVERABLE TAXES

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

Recoverable taxes

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

264,828

 

223,395

 

3,843

 

3,843

 

PIS and Pasep taxes

 

16,164

 

26,730

 

 

 

Cofins tax

 

80,276

 

116,723

 

 

 

Other

 

12,143

 

7,582

 

1,386

 

1,390

 

 

 

373,411

 

374,430

 

5,229

 

5,233

 

Non-current

 

 

 

 

 

 

 

 

 

ICMS tax recoverable

 

114,009

 

84,746

 

4,334

 

426

 

PIS, Pasep and Cofins taxes

 

64,225

 

55,137

 

 

 

 

 

178,234

 

139,883

 

4,334

 

426

 

 

 

551,645

 

514,313

 

9,563

 

5,659

 

 

The credits for Pasep and Cofins taxes arise from payments made in excess by the Company as a result of adoption of the non-cumulative regime for revenues of the transmission companies whose electricity supply contracts were prior to October 31, 2003, and for which subsequent regulation by the Brazilian tax authority allowed for review and inclusion in the cumulative regime. As a consequence of this review, restitution of excess tax paid in prior periods was allowed.

 

The credits of ICMS tax recoverable, posted in Non-current assets, arise from acquisitions of property, plant and equipment, and can be applied against state taxes payable over 48 months.

 

The transfer to Current assets was made in accordance with management’s estimates of the amounts likely to be realized up to the end of September 2012.

 

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Table of Contents

 

8.                  INCOME TAX AND SOCIAL CONTRIBUTION TAX

 

a) Income tax and Social Contribution tax recoverable

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

Income tax and Social Contribution tax
recoverable

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

590,378

 

353,196

 

 

 

Social contribution

 

199,297

 

136,617

 

 

 

 

 

789,675

 

489,813

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

Income tax

 

106,989

 

66,439

 

103,233

 

63,120

 

Social contribution

 

16,364

 

16,999

 

16,292

 

16,997

 

 

 

123,353

 

83,438

 

119,525

 

80,117

 

 

 

913,028

 

573,251

 

119,525

 

80,117

 

 

The balances of income tax and Social Contribution tax refer to tax credits in corporate income tax returns of previous years, and advance payments made in 2011, which will be offset against federal taxes payable to be calculated for the year, posted in Income tax and Social Contribution tax.

 

b) Deferred income tax and Social Contribution

 

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

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Tax credits:

 

 

 

 

 

 

 

 

 

Tax loss carryforwards

 

529,655

 

570,611

 

237,923

 

260,966

 

Provisions

 

158,600

 

125,412

 

62,564

 

56,354

 

Employee post-retirement benefits

 

365,301

 

349,989

 

19,407

 

18,105

 

Provision for doubtful accounts receivable

 

204,507

 

191,866

 

8,702

 

8,899

 

Tax credits on absorption of subsidiary

 

81,125

 

84,166

 

 

 

Financial instruments

 

43,099

 

33,043

 

 

 

Foreign exchange variation

 

127,548

 

124,957

 

 

 

Taxes payable — suspended liability (1)

 

179,287

 

143,109

 

 

 

Concessions for consideration

 

62,099

 

57,313

 

 

 

Other

 

183,555

 

120,101

 

1,078

 

1,148

 

 

 

1,934,776

 

1,800,567

 

329,674

 

345,472

 

 


(1)          Relates to income tax on Pasep and Cofins taxes.

 

The deferred liability tax effects are set out in Note 16.

 

At its meeting on March 28, 2011, the Board of Directors approved the technical study prepared by the Financial Department on the forecasts for future profitability, which shows the capacity for realization of the deferred tax asset for a maximum period of 10 years, as defined in CVM Instruction 371.

 

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Table of Contents

 

In accordance with the individual estimates of Cemig, its subsidiaries and jointly-controlled subsidiaries, future taxable income against which the deferred tax asset existing on September 30, 2011 will be realized is according to the following estimated timeline:

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

2011

 

376,724

 

61,519

 

2012

 

469,710

 

49,929

 

2013

 

296,537

 

34,788

 

2014

 

298,016

 

36,267

 

2015 and 2016

 

320,748

 

59,001

 

2017 and 2018

 

92,276

 

49,840

 

2019 and 2020

 

80,765

 

38,330

 

 

 

1,934,776

 

329,674

 

 

On September 30, 2011 the Holding Company held unrecognized tax credits in its financial statements in the amount of R$ 120,510, which relate primarily to the effective loss due to the assignment of the credits in Accounts receivable from the Minas Gerais State Government to the FIDC, in the first quarter of 2006, as per Explanatory Note 10. As a result of this assignment the provision for losses on recovery of the amounts, constituted in previous years, became deductible for the purposes of income tax and the Social Contribution.

 

Under the Brazilian tax legislation, deductible temporary differences and tax loss carryforwards do not expire.

 

c) Reconciliation of expenses on income tax and Social Contribution tax

 

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

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Profit before income tax and Social Contribution tax

 

2,527,503

 

2,257,010

 

1,774,663

 

1,675,968

 

Income tax and Social Contribution tax — nominal expense

 

(859,351

)

(767,383

)

(603,385

)

(569,829

)

 

 

 

 

 

 

 

 

 

 

Tax effects applicable to:

 

 

 

 

 

 

 

 

 

Equity gain (loss) + Interest on Equity received

 

 

 

543,490

 

455,142

 

Non-deductible contributions and donations

 

(4,003

)

(5,612

)

(193

)

(937

)

Tax incentives

 

14,749

 

20,472

 

1,217

 

1,340

 

Tax credits not recognized

 

51

 

18,828

 

95

 

19,865

 

Amortization of goodwill

 

(8,812

)

(7,794

)

(9,280

)

(8,821

)

Adjustment in income tax and Social Contribution — prior year

 

(8,950

)

(1,471

)

123

 

(1,471

)

Other

 

45,268

 

72,800

 

(275

)

15,593

 

Income tax and Social Contribution — effective gain (loss)

 

(821,048

)

(670,160

)

(68,208

)

(89,118

)

Effective rate

 

32.48

%

29.69

%

3.86

%

5.32

%

 

 

 

 

 

 

 

 

 

 

Current tax

 

(818,650

)

(648,376

)

(77,644

)

(75,247

)

Deferred tax

 

(2,398

)

(21,784

)

9,436

 

(13,871

)

 

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Table of Contents

 

9.                  ESCROW DEPOSITS

 

Escrow deposits for litigation relate principally to tax and labor issues.

 

The principal deposits in tax cases relate to income tax withheld at source on Interest on Equity, and to value added tax (ICMS) — its exclusion from the amount used for calculation of PIS and Cofins taxes.

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Employment-law obligations

 

223,577

 

212,142

 

48,482

 

46,142

 

 

 

 

 

 

 

 

 

 

 

Tax obligations

 

 

 

 

 

 

 

 

 

Income tax on Interest on Equity

 

13,714

 

13,714

 

 

 

ITCD

 

49,251

 

 

49,251

 

 

PASEP AND COFINS TAXES

 

713,855

 

550,944

 

629

 

61,592

 

Others

 

37,744

 

57,289

 

12,415

 

 

 

 

 

 

 

 

 

 

 

 

Others

 

261,695

 

193,117

 

99,740

 

87,783

 

 

 

1,299,836

 

1,027,206

 

210,517

 

195,517

 

 

The balances of deposits paid into court in relation to the Pasep and Cofins taxes have a corresponding provision recorded in Taxes payable. For more details, please see Note 16.

 

10.                     ACCOUNT RECEIVABLE FROM THE MINAS GERAIS GOVERNMENT

 

The outstanding credit balance receivable on the CRC (“Results Compensation”) Account was transferred to the State of Minas Gerais in 1995, under an Agreement to assign that account (“the CRC Agreement”), in accordance with Law 8724/93, for monthly amortization over 17 years starting on June 1, 1998, with annual interest of 6% plus monetary updating by the Ufir index.

 

a) Fourth Amendment to the CRC Agreement

 

As a result of default in receipt of the credits specified in the Second and Third Amendments, the Fourth Amendment was signed, with the aim of making possible full receipt of the CRC balance through retention of dividends becoming payable to State Government. This agreement was approved by the Extraordinary General Meeting of Stockholders completed on January 12, 2006.

 

The Fourth Amendment to the CRC Agreement had backdated effect on the outstanding balance existing on December 31, 2004, and consolidated the amounts receivable under the Second and Third Amendments, corresponding to R$ 5,412,801 on September 30, 2011 (R$ 5,070,376 on December 31, 2010).

 

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The Minas Gerais State Government amortizes this payable to the Company via 61 consecutive semi-annual installments, which are due on June 30 and December 31 of each year, over the period from June 2005 to June 2035 inclusive. The installments for amortization of the principal, updated by the IGP-DI index, increase over the period, from R$ 28,828 for the first, to R$ 104,473 for the 61st — expressed in currency of September 30, 2011.

 

The Company is recognizing the State Government’s payments by withholding 65% of the regular dividends and Interest on Equity due to the State Government. If the amount is not enough to amortize the portion becoming due, the Company may increase its withholding to include up to 65% of all extraordinary dividends as well.  The dividends withheld will be applied in the following order:  (i) settlement of past due installments; (ii) settlement of the semi-annual installments; (iii) pre-payment of up to 2 installments; and (iv) payment of the remaining principal balance.

 

On September 30, 2011 the installments of the contract becoming due on December 31 and June 30, 2012 had already been amortized.

 

The Fourth Amendment to the agreement provides that, so as to ensure complete receipt of the credits, the provisions of the Bylaws must be obeyed — they define certain targets to be met annually in conformity with the Strategic Plan, as follows:

 

Target

 

Index required

Debt / Ebitda

 

Less than 2 (1)

(Debt) / (Debt plus Stockholders’ equity)

 

40% or less (2)

Capex on investments and acquisition of assets

 

40%, or less, of Ebitda

 


Ebitda = Earnings before interest, taxes on profit, depreciation and amortization.

(1)          Less than 2.5 in certain situations specified in the Bylaws.

(2)          50% or less, in certain situations also specified in the Bylaws.

 

b) Transfer of the CRC credits to the Cemig CRC Account Securitization Fund (“FIDC”)

 

On January 27, 2006 Cemig transferred the CRC credits into a Receivables Investment Fund (“FIDC”). The amount of the FIDC was established by the administrator based on long-term financial projections for Cemig, with estimation of the dividends that will be retained for amortization of the outstanding debtor balance on the CRC Agreement. Based on these projections, the FIDC was valued at a total of R$ 1,659,125, of which R$ 900,000 in senior units and R$ 759,125 in subordinated units.

 

The senior units were subscribed and acquired by financial institutions and are being amortized in 20 half-yearly installments, from June 2006, updated by the variation of the CDI plus interest of 1.7% of interest per year, guaranteed by Cemig.

 

The subordinated units were subscribed by Cemig and correspond to the difference between the total value of the FIDC and the value of the senior units.

 

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Table of Contents

 

The subordinated units are updated for monetary valuation purposes in the amount of the difference between the valuation of the FIDC using a rate of 10.00% per year, and the increase in value of the senior units, as calculated based on CDI plus 1.70% per year.

 

The composition of the FIDC is as follows:

 

 

 

09/30/2011

 

12/31/2010

 

- Senior units held by third parties

 

795,358

 

890,517

 

 

 

 

 

 

 

- Subordinated units owned by Cemig

 

983,609

 

938,704

 

Dividends retained by the Fund

 

9,386

 

7,867

 

 

 

992,995

 

946,571

 

TOTAL

 

1,788,353

 

1,837,088

 

 

The movement on the FIDC in January through September 2011 was as follows:

 

 

 

Consolidated and
Holding company

 

Balance at December 31, 2010

 

1,837,088

 

Monetary updating of the senior units

 

75,822

 

Monetary updating of the subordinated units

 

42,061

 

Investment in the subordinated units

 

4,363

 

Amortization of the senior units

 

(170,981

)

Balance at September 30, 2011

 

1,788,353

 

 

Dividends not yet paid to stockholders reflecting the results of the 2011 business year are recorded in Current liabilities. Of the dividends to be distributed, R$ 133,572 is payable to the Minas Gerais State Government, of which R$ 86,617 will be retained for settlement of part of the receivables on the CRC becoming due.

 

c) Criterion for consolidation of the FIDC

 

Due to the guarantee offered by Cemig of settlement of the senior units, in the event that the dividends due to the state government are not sufficient for amortization of the installments, Cemig would be required to issue a payment to the state government for the difference. Hence the consolidated Quarterly Information presents the balance of the FIDC registered in full in Cemig, and the senior units are presented as debt under Loans and financings in Current and Non-current liabilities. Similarly, in the consolidation, the monetary updating of the FIDC has been recognized in full as financial revenue, and in counterpart, the amount of the monetary updating of the senior units is recorded as a financial expense.

 

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Table of Contents

 

11.                     FINANCIAL ASSETS OF THE CONCESSION

 

The Company’s concession contracts for distribution, transmission, gas and wind power generation are within the criteria for application of Technical Interpretation ICPC 01, which deals with the accounting of concessions.

 

The balances of the financial assets are as follows:

 

Consolidated

 

09/30/2011

 

12/31/2010

 

Distribution concessions

 

2,510,847

 

2,509,339

 

Gas concessions

 

299,350

 

287,425

 

Newer transmission concessions

 

4,620,938

 

4,399,627

 

Older transmission concessions

 

747,667

 

744,697

 

Total

 

8,178,802

 

7,941,088

 

 

 

 

 

 

 

Current assets

 

958,649

 

625,332

 

Non-current assets

 

7,220,153

 

7,315,756

 

 

For the newer transmission concessions, the rate used for remuneration of financial assets varies between 7.8% and 14.48%, in accordance with the specified characteristics of each concession and their investment dates.

 

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Table of Contents

 

12.                     INVESTMENTS

 

The table below presents a summary of the financial information in subsidiaries, affiliated companies and jointly-controlled enterprises. The information presented below is adjusted for the percentage of the stake held by the Company.

 

 

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

In subsidiaries and jointly controlled companies

 

 

 

 

 

Cemig Geração e Transmissão

 

4,844,548

 

5,050,645

 

Cemig Distribuição

 

2,804,938

 

2,376,898

 

Light

 

866,794

 

867,918

 

Parati

 

354,948

 

 

Cemig Telecom

 

285,573

 

287,718

 

Gasmig

 

481,139

 

444,043

 

Rosal Energia

 

142,283

 

137,543

 

Sá Carvalho

 

123,705

 

121,843

 

Horizontes Energia

 

76,748

 

70,017

 

Usina Térmica Ipatinga

 

40,011

 

36,865

 

Cemig PCH

 

95,525

 

93,145

 

Cemig Capim Branco Energia

 

43,174

 

34,797

 

Companhia Transleste de Transmissão

 

23,806

 

24,040

 

UTE Barreiro

 

20,695

 

7,695

 

Companhia Transudeste de Transmissão

 

13,010

 

12,937

 

Usina Hidrelétrica Pai Joaquim

 

847

 

108,291

 

Companhia Transirapé de Transmissão

 

10,403

 

10,602

 

Transchile

 

32,546

 

28,908

 

Efficientia

 

11,173

 

8,944

 

Central Termelétrica de Cogeração

 

6,277

 

6,281

 

Companhia de Transmissão Centroeste de Minas

 

20,773

 

17,953

 

Cemig Trading

 

16,986

 

7,416

 

Empresa Paraense de Transmissão de Energia-ETEP

 

89,367

 

63,950

 

Empresa Norte de Transmissão de Energia-ENTE

 

174,465

 

168,069

 

Empresa Regional de Transmissão de Energia-ERTE

 

38,929

 

29,914

 

Empresa Amazonense de Transmissão de Energia-EATE

 

412,410

 

303,575

 

Empresa Catarinense de Transmissão de Energia-ECTE

 

22,671

 

24,353

 

Axxiom Soluções Tecnológicas

 

3,852

 

2,970

 

Cemig Serviços

 

4,628

 

45

 

 

 

11,062,224

 

10,347,375

 

 

 

 

 

 

 

Goodwill on acquisition of stake in Rosal Energia

 

17,958

 

22,103

 

Goodwill on acquisition of stake in ETEP

 

45,612

 

60,292

 

Goodwill on acquisition of stake in ENTE

 

127,329

 

131,853

 

Goodwill on acquisition of stake in ERTE

 

32,846

 

34,014

 

Goodwill on acquisition of stake in EATE

 

254,710

 

352,942

 

Goodwill on acquisition of stake in ECTE

 

21,561

 

22,412

 

Goodwill on acquisition of stake in Light

 

326,207

 

342,978

 

 

 

826,223

 

966,594

 

 

 

11,888,447

 

11,313,969

 

 

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Table of Contents

 

a)  The following is the principal information on the subsidiaries and jointly-controlled subsidiaries:

 

 

 

 

 

At September 30, 2011

 

January to September 2011

 

Company 

 

Number of
shares

 

Cemig stake

%

 

Share capital

 

 

 

 

 

Cemig stake
%

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100.00

 

3,296,785

 

4,844,548

 

1,194,921

 

989,152

 

Cemig Distribuição

 

2,261,997,787

 

100.00

 

2,261,998

 

2,804,938

 

106,176

 

534,216

 

Light

 

203,934,060

 

26.06

 

2,225,822

 

3,325,827

 

214,838

 

210,064

 

Cemig Telecom

 

381,023,385

 

100.00

 

225,082

 

285,573

 

8,500

 

6,355

 

Rosal Energia

 

46,944,467

 

100.00

 

46,944

 

142,283

 

14,650

 

19,390

 

Sá Carvalho

 

361,200,000

 

100.00

 

36,833

 

123,705

 

16,310

 

18,172

 

GASMIG

 

409,255,483

 

55.19

 

643,780

 

871,746

 

17,999

 

85,213

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,258

 

76,748

 

3,414

 

10,146

 

Usina Térmica Ipatinga

 

29,174,281

 

100.00

 

29,174

 

40,011

 

4,710

 

7,856

 

Cemig PCH

 

30,952,445

 

100.00

 

30,952

 

95,525

 

12,579

 

14,959

 

Cemig Capim Branco Energia

 

5,528,000

 

100.00

 

5,528

 

43,174

 

19,866

 

28,243

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

95,223

 

14,148

 

13,211

 

UTE Barreiro

 

23,328,000

 

100.00

 

30,902

 

20,695

 

 

5,426

 

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

54,210

 

7,758

 

7,204

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

486,000

 

100.00

 

486

 

847

 

101,409

 

(6,035

)

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

42,462

 

5,735

 

5,535

 

Transchile

 

39,340,000

 

49.00

 

78,450

 

66,420

 

 

(11,383

)

Efficientia

 

6,051,944

 

100.00

 

6,052

 

11,173

 

2,173

 

4,402

 

Central Termelétrica de Cogeração

 

5,000,000

 

100.00

 

5,001

 

6,277

 

613

 

609

 

Companhia de Transmissão Centroeste de Minas

 

28,000,000

 

51.00

 

28,000

 

40,732

 

 

5,532

 

Cemig Trading

 

160,297

 

100.00

 

160

 

16,986

 

7,224

 

16,794

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

49.98

 

89,390

 

178,789

 

8,355

 

33,354

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

49.99

 

160,337

 

349,007

 

60,408

 

70,238

 

Empresa Regional de Transmissão de Energia — ERTE

 

36,940,800

 

49.99

 

36,941

 

77,879

 

12,351

 

14,316

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

49.98

 

355,697

 

825,110

 

110,456

 

151,407

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

19.09

 

42,095

 

118,741

 

32,918

 

23,263

 

Axxiom Soluções Tecnológicas

 

9,200,000

 

49.00

 

9,200

 

7,862

 

 

1,344

 

Cemig Serviços

 

5,100,000

 

100.00

 

5,100

 

4,628

 

 

(417

)

Parati

 

407,653,632

 

25.00

 

1,432,910

 

1,419,790

 

 

(13,119

)

 

 

 

 

 

At December 31, 2010

 

January to December 2010

 

Company 

 

Number of shares

 

Cemig stake %

 

Share
capital

 

 

 

 

 

Cemig stake
%

 

Cemig Geração e Transmissão

 

2,896,785,358

 

100.00

 

3,296,785

 

5,050,645

 

607,934

 

1,084,110

 

Cemig Distribuição

 

2,261,997,787

 

100.00

 

2,261,998

 

2,376,898

 

158,707

 

441,002

 

Light

 

203,934,060

 

26.06

 

2,225,822

 

3,330,144

 

491,838

 

575,150

 

Cemig Telecom

 

381,023,385

 

100.00

 

225,082

 

287,718

 

16,400

 

28,140

 

Rosal Energia

 

46,944,467

 

100.00

 

46,944

 

137,543

 

2,500

 

15,712

 

Sá Carvalho

 

361,200,000

 

100.00

 

36,833

 

121,843

 

7,224

 

20,502

 

GASMIG

 

409,255,483

 

55.19

 

643,780

 

804,534

 

92,267

 

108,095

 

Horizontes Energia

 

64,257,563

 

100.00

 

64,257

 

70,017

 

3,477

 

6,339

 

Usina Térmica Ipatinga

 

29,174,281

 

100.00

 

29,174

 

36,865

 

3,783

 

8,940

 

Cemig PCH

 

30,952,000

 

100.00

 

30,952

 

93,145

 

2,500

 

14,481

 

Cemig Capim Branco Energia

 

5,528,000

 

100.00

 

5,528

 

34,797

 

16,098

 

37,014

 

Companhia Transleste de Transmissão

 

49,569,000

 

25.00

 

49,569

 

96,159

 

15,116

 

17,905

 

UTE Barreiro

 

23,328,000

 

100.00

 

23,328

 

7,695

 

 

(7,498

)

Companhia Transudeste de Transmissão

 

30,000,000

 

24.00

 

30,000

 

53,903

 

8,962

 

9,520

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

486,000

 

100.00

 

486

 

108,291

 

 

107,805

 

Companhia Transirapé de Transmissão

 

22,340,490

 

24.50

 

22,340

 

43,272

 

302

 

7,526

 

Transchile

 

47,233,672

 

49.00

 

78,701

 

58,995

 

 

1,419

 

Efficientia

 

6,051,994

 

100.00

 

6,052

 

8,944

 

1,504

 

3,871

 

Central Termelétrica de Cogeração

 

5,000,000

 

100.00

 

5,001

 

6,281

 

808

 

1,494

 

Companhia de Transmissão Centroeste de Minas

 

51,000

 

51.00

 

51

 

35,200

 

 

123

 

Cemig Trading

 

160,297

 

100.00

 

160

 

7,416

 

31,656

 

38,880

 

Empresa Paraense de Transmissão de Energia — ETEP

 

45,000,010

 

41.96

 

82,544

 

152,414

 

21,398

 

43,462

 

Empresa Norte de Transmissão de Energia — ENTE

 

100,840,000

 

49.99

 

145,663

 

336,212

 

48,017

 

95,031

 

Empresa Regional de Transmissão de Energia — ERTE

 

23,400,000

 

49.99

 

23,400

 

59,845

 

15,949

 

17,594

 

Empresa Amazonense de Transmissão de Energia — EATE

 

180,000,010

 

38.53

 

323,579

 

787,892

 

137,540

 

199,790

 

Empresa Catarinense de Transmissão de Energia — ECTE

 

42,095,000

 

19.09

 

42,095

 

127,551

 

7,093

 

29,587

 

Axxiom Soluções Tecnológicas

 

7,200,000

 

49.00

 

7,200

 

6,060

 

 

(1,192

)

Cemig Serviços

 

100,000

 

100

 

100

 

45

 

 

(53

)

 

28



Table of Contents

 

The movement of investments in subsidiaries and jointly-controlled subsidiaries is as follows:

 

 

 

12/31/2010

 

Equity gain
(loss)

 

Injection
(reduction) of
capital

 

Dividends
proposed

 

Other

 

09/30/2011

 

Cemig Geração e Transmissão

 

5,050,645

 

989,152

 

 

(1,194,921

)

(328

)

4,844,548

 

Cemig Distribuição

 

2,376,898

 

534,216

 

 

(106,176

)

 

2,804,938

 

Cemig Telecom

 

287,718

 

6,355

 

 

(8,500

)

 

285,573

 

Rosal Energia

 

137,543

 

19,390

 

 

(14,650

)

 

142,283

 

Sá Carvalho

 

121,843

 

18,172

 

 

(16,310

)

 

123,705

 

GASMIG

 

444,043

 

47,031

 

 

(9,935

)

 

481,139

 

Horizontes Energia

 

70,017

 

10,146

 

 

(3,415

)

 

76,748

 

Usina Térmica Ipatinga

 

36,865

 

7,856

 

 

(4,710

)

 

40,011

 

Cemig PCH

 

93,145

 

14,959

 

 

(12,579

)

 

95,525

 

Cemig Capim Branco Energia

 

34,797

 

28,243

 

 

(19,866

)

 

43,174

 

Companhia Transleste de Transmissão

 

24,040

 

3,303

 

 

(3,537

)

 

23,806

 

UTE Barreiro

 

7,695

 

5,426

 

7,574

 

 

 

20,695

 

Companhia Transudeste de Transmissão

 

12,937

 

1,935

 

 

(1,862

)

 

13,010

 

Empresa de Serviços e Comercialização de Energia Elétrica

 

108,291

 

(6,035

)

 

(101,409

)

 

847

 

Companhia Transirapé de Transmissão

 

10,602

 

1,206

 

 

(1,405

)

 

10,403

 

Transchile

 

28,908

 

(434

)

 

 

4,072

 

32,546

 

Efficientia

 

8,944

 

4,402

 

 

(2,173

)

 

11,173

 

Central Termelétrica de Cogeração

 

6,281

 

609

 

 

(613

)

 

6,277

 

Companhia de Transmissão Centroeste de Minas

 

17,953

 

2,820

 

 

 

 

20,773

 

Light

 

867,918

 

54,863

 

 

(55,987

)

 

866,794

 

Cemig Trading

 

7,416

 

16,794

 

 

(7,224

)

 

16,986

 

Empresa Paraense de Transmissão de Energia - ETEP

 

63,950

 

16,401

 

467

 

(4,176

)

12,725

 

89,367

 

Empresa Norte de Transmissão de Energia — ENTE

 

168,069

 

36,594

 

 

(30,198

)

 

174,465

 

Empresa Regional de Transmissão de Energia - ERTE

 

29,914

 

11,457

 

3,822

 

(6,264

)

 

38,929

 

Empresa Amazonense de Transmissão de Energia — EATE

 

303,575

 

72,210

 

4,786

 

(55,206

)

87,045

 

412,410

 

Empresa Catarinense de Transmissão de Energia - ECTE

 

24,353

 

4,602

 

 

(6,284

)

 

22,671

 

Axxiom Soluções Tecnológicas

 

2,970

 

882

 

 

 

 

3,852

 

Cemig Serviços

 

45

 

(417

)

5,000

 

 

 

4,628

 

Parati

 

 

(3,280

)

358,228

 

 

 

354,948

 

 

 

10,347,375

 

1,898,858

 

379,877

 

(1,667,400

)

103,514

 

11,062,224

 

 

a)  Added value on acquisitions of equity interests

 

In accounting for acquisitions of equity interests in subsidiaries, the Company records an “added value” to account for the difference between the amount paid and the net book value of the interest acquired. This difference arises due to certain intangible asset values of the concessions acquired (added value of concessions) and financial concession asset values acquired. The Company records the amortization of the added value of assets that have defined useful lives on a straight-line basis over the remaining period of the concession contract.

 

b)  Acquisition of stake in Light — exercise of option

 

On July 7, 2011, Parati S.A. — Participações em Ativos de Energia Elétrica (“Parati”), a jointly-controlled subsidiary of Cemig, acquired 100% of the interest held by Luce, which was owner of 75% of the units of Fundo de Investimento em Participações (“FIP Luce”), which in turn indirectly owns, through Luce Empreendimentos e Participações S.A., 26,576,149 common shares in Light S.A. (Light), representing approximately 9.77% of its voting and total stock.

 

The amount paid for the acquisition was R$ 515,946. As a consequence of this transaction and as specified in the Unit Holders’ Agreement of FIP Luce, Fundação de Seguridade Social

 

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Braslight (“Braslight”), holder of the remaining 25% of the units of FIP Luce, became the holder of an option to sell its interest to Parati within a maximum of 60 days.

 

On July 15, 2011 Braslight notified Parati, through Luce, that it would exercise the Option to sell its 25% holding in FIP Luce (“the Put Option”) — which took place on July 28, 2011. The amount paid to Braslight for this acquisition was R$ 171,982,000.

 

c)  Acquisition of stockholding — Renova

 

Through Light S.A., on July 9, 2011 the Company approved a partnership with Renova Energia, a listed company which invests in small hydro plants (PCHs) and wind power plants.

 

Light, a new investor, and Renova, as investee, signed an Investment Agreement under which Light will become a stockholder in Renova by subscription of new common shares to be issued by Renova, corresponding to an increase of the capital of Renova in the amount of R$ 360,000, as follows:

 

Through this investment Light will own 35.1% of the common shares of Renova and 26.2% of its total capital. All the stockholders with individual stockholdings of more than 5% (five per cent) of Light undertook to assign, free of charge, their rights of preference in the capital increase of Renova in favor of Light.

 

The investment does not result in the sale of control by RR Participações S.A. (controlling stockholder of Renova) for the purposes of Article 254-A of the Corporate Law, nor does it result in acquisition of control of Renova by Light.

 

d)  The Redentor Equity Investment Fund (“FIP Redentor”)

 

At the Extraordinary General Meeting of Stockholders of Cemig of March 24, 2011 an option was granted to Fundo de Investimento em Participações Redentor — FIP Redentor (“FIP Redentor”), to sell to Cemig the totality of the shares held by FIP Redentor in Parati S.A. Participações em Ativos de Energia Elétrica (“Parati”), at the end of the 60th month following the subscription of the shares described in sub-item “e” of this note. The exercise price will be the amount paid on subscription of the shares, plus other expenses of constitution and management of the fund, less any dividends and benefits received by FIP Redentor, updated by the variation in the CDI rate plus 0.9% p.a.

 

Parati was formed with the objective of acquiring shares representing 26.06% of the share capital of Light, originally held by FIP PCP and by Enlighted. Cemig owns 25% of Parati and Redentor Fundo de Investimento em Participações owns 75%.

 

e)  Acquisition of shares in Redentor Energia S.A. by Parati S.A.

 

On April 12, 2011 Parati S.A. — Participações em Ativos de Energia Elétrica (“Parati”), a company jointly controlled by Cemig, acquired 58,671,565 common shares representing

 

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54.08% of the total share capital of Redentor Energia S.A. (“Redentor”), for R$ 403,350, corresponding to a price per share of R$ 6.87.

 

Since the transaction resulted in transfer of control of Redentor, Parati will carry out a public offer to acquire the remaining shares of Redentor, in accordance with the terms and conditions of Article 254-A of the Corporate Law, CVM Instruction 361/02, and Item 8.1 of the Listing Regulations of the Novo Mercado of BM&FBovespa S.A. — the São Paulo Stock, Commodity and Futures Exchange (the “Novo Mercado”), for the same price per share paid to FIP PCP (“the Public Offer”).

 

Settlement of the auction took place on September 30, 2011 with the payment of R$ 7.20 per share, corresponding to a total of R$ 333,775, representing 46,341,664 common shares in Redentor and 93.04% of the shares in circulation that were held by the minority stockholders.

 

This acquisition for the price of  R$ 7.202484 represented 42.72% of the total of the company’s shares, with price of R$ 6.874712, the same price per share paid to the controlling stockholder on May 12, 2011, updated by the variation in the Selic rate up to  September 30, 2011.

 

A further Public Offer for Shares, for cancellation of Listed Company Registry and Exit from the New Mercado will be held in first quarter 2012, to acquire the 3,467,599 common shares in Redentor remaining in the market, representing 3.20% of the share capital.

 

f)  Acquisition of stockholding — Abengoa

 

On June 2, 2011 the subsidiaries Taesa signed share purchase agreements with the Abengoa Group. The first of these was for 100% of a concession; the second, for 50%/50% ownership jointly with Abengoa of a company holding four electricity transmission assets. The operation will increase Taesa’s market shares in transmission, in terms of Annual Permitted revenue (RAP), from 6.5% to 8.6%. For this acquisition, comprising the two Share Purchase Agreements referred to, the Company will pay a total amount of R$ 1,099,224, based on value at December 31, 2010.

 

Conclusion of the transaction and actual acquisition of the shares by Taesa was subordinated to several prior conditions being met, in particular: (i) approval by the Company’s General Meeting of Stockholders; (ii) consent of the banks that are financiers of the Transmission Companies; and (iii) approval of the transaction by the National Electricity Agency, Aneel. Also, the transaction will be submitted to the Brazilian Monopolies Council, Cade, in accordance with Law 8884/94.

 

The management of Taesa expects to obtain all the approvals and conclusion of the acquisition by the end of 2011.

 

g)  Capital increase in Madeira Energia S.A. (Mesa).

 

Madeira Energia S.A., a jointly-controlled subsidiary of Cemig GT (Cemig Geração e Transmissão), in an Extraordinary General Meeting of Stockholders on July 18, 2011,

 

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approved an increase in the Company’s capital through issue of 507,000,000 (five hundred and seven million) new common shares, nominal and without par value, for issue price of R$ 1.00 (one Real) each, totaling R$ 507,000. The shares issued were 100% subscribed in proportion to the holdings of each stockholder and totally paid-up on July 25, 2011. After the capital increase the share capital of Mesa, totally subscribed and paid-up, was R$ 1,674,100, represented by 1,674,100,000 (one billion six hundred seventy four million one hundred thousand) nominal common shares without par value.

 

13.                PROPERTY, PLANT AND EQUIPMENT

 

 

 

09/30/2011

 

12/31/2010

 

Consolidated

 

Historic cost

 

Accumulated
depreciation

 

Net value

 

Net value

 

In service

 

19,022,893

 

(11,947,873

)

7,075,020

 

6,997,380

 

Land

 

424,609

 

 

424,609

 

411,000

 

Reservoirs, dams and water courses

 

7,988,730

 

(4,999,414

)

2,989,316

 

2,999,805

 

Buildings, works and improvements

 

2,313,575

 

(1,549,310

)

764,265

 

845,093

 

Machinery and equipment

 

8,204,151

 

(5,328,179

)

2,875,972

 

2,723,096

 

Vehicles

 

33,983

 

(22,794

)

11,189

 

10,837

 

Furniture and fixtures

 

57,845

 

(48,176

)

9,669

 

7,549

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,500,169

 

 

1,500,169

 

1,231,133

 

Assets in formation

 

1,500,169

 

 

1,500,169

 

1,231,133

 

Net PP&E — Consolidated

 

20,523,062

 

(11,947,873

)

8,575,189

 

8,228,513

 

 

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Changes in Property, plant and equipment

 

Consolidated

 

Balance on
12/31/2010

 

Additions /
transfers

 

Written off

 

Depreciation

 

Balance on
09/30/2011

 

In service

 

6,997,380

 

454,506

 

(11,041

)

(365,825

)

7,075,020

 

Land

 

411,061

 

13,633

 

(85

)

 

424,609

 

Reservoirs, dams and water courses

 

2,999,805

 

102,356

 

 

(112,845

)

2,989,316

 

Buildings, works and improvements

 

802,819

 

4,676

 

(34

)

(43,196

)

764,265

 

Machinery and equipment

 

2,765,362

 

325,047

 

(10,476

)

(203,961

)

2,875,972

 

Vehicles

 

10,837

 

3,651

 

(446

)

(2,853

)

11,189

 

Furniture and fixtures

 

7,496

 

5,143

 

 

(2,970

)

9,669

 

 

 

 

 

 

 

 

 

 

 

 

 

In progress

 

1,231,133

 

269,036

 

 

 

1,500,169

 

Net PP&E — Holding company

 

8,228,513

 

723,542

 

(11,041

)

(365,825

)

8,575,189

 

 

The company has not identified any indications of impairment of its property, plant and equipment assets. The concession contracts specify that at the end of the period of each concession the grantor will decide the amount to be indemnified to the Company. As a result Management believes that the net book value of property, plant and equipment assets at the end of the concession period will be the indemnification amount reimbursed by the grantor.

 

Aneel, under the Brazilian regulatory framework, is responsible for establishing and periodically reviewing useful economic life estimates for generation and transmission assets in the electricity sector. The rates established by the Agency are used in the processes of (i) Tariff Review, and (ii) calculation of the indemnity at the end of the concession, and are recognized as a reasonable estimate of useful life of the assets of the concession. Hence, these rates were used as the basis for amortization of the Fixed Assets.

 

The average annual depreciation rates applied in the subsidiaries on September 30, 2011 are as follows:

 

Generation

 

 

 

Hydroelectric plants

 

2.49

%

Thermoelectric plants

 

3.98

%

Administration and other

 

12.69

%

Telecoms

 

6.72

%

 

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Consortia

 

The Company participates in consortia to operate electricity generation concessions, for which companies with an independent legal existence were not constituted to administer the object of the concession; and the controls of the specific portion equivalent to the investments made were/are maintained in the accounting of Cemig GT under Fixed Assets and Intangible Assets, as follows:

 

 

 

Stake in the
electricity
generated

 

Average annual
depreciation rate

%

 

09/30/2011

 

12/31/2010

 

Operating

 

 

 

 

 

 

 

 

 

Usina de Porto Estrela

 

33.33

%

2.48

 

38,627

 

38,627

 

Usina Igarapava

 

14.50

%

2.58

 

55,554

 

55,554

 

Usina de Funil

 

49.00

%

2.64

 

182,402

 

182,360

 

Usina de Queimado

 

82.50

%

2.45

 

206,753

 

206,729

 

Usina de Aimorés

 

49.00

%

2.62

 

549,725

 

549,537

 

Usina de Capim Branco

 

21.05

%

2.52

 

56,240

 

56,240

 

Usina de Baguari

 

34.00

%

2.56

 

181,416

 

 

Accumulated depreciation

 

 

 

 

 

(195,353

)

(171,321

)

Total in operation

 

 

 

 

 

1,075,364

 

917,726

 

 

 

 

 

 

 

 

 

 

 

Works in progress

 

 

 

 

 

 

 

 

 

Usina de Queimado

 

 

 

 

 

3,712

 

1,579

 

Usina de Funil

 

 

 

 

 

662

 

648

 

Usina de Aimorés

 

 

 

 

 

1,901

 

1,187

 

Usina Igarapava

 

 

 

 

 

1,252

 

1,171

 

Usina Porto Estrela

 

 

 

 

 

193

 

156

 

Usina de Baguari

 

 

 

 

 

75

 

181,416

 

Usina de Capim Branco

 

 

 

 

 

1,281

 

1,264

 

Total under construction

 

 

 

 

 

9,076

 

187,421

 

 

 

 

 

 

 

 

 

 

 

Total of Consortia, consolidated

 

 

 

 

 

1,084,440

 

1,105,147

 

 

The depreciation of the assets in the property, plant and equipment of the consortia is calculated by the straight-line method, based on rates established by Aneel.

 

This table shows the interests of the other members of the consortia in the energy generated by the projects:

 

Consortia

 

Stockholders other than Cemig

 

Stake, %

 

Porto Estrela Plant

 

Companhia de Tecidos Norte de Minas Gerais — Coteminas

 

33.34

 

 

 

Vale S.A.

 

33.33

 

 

 

 

 

 

 

Igarapava Plant

 

Vale S.A.

 

38.15

 

 

 

Companhia Mineira de Metais — CMM

 

23.93

 

 

 

Companhia Siderúrgica Nacional — CSN

 

17.92

 

 

 

Mineração Morro Velho — MMV

 

5.50

 

 

 

 

 

 

 

Funil Plant

 

Vale S.A.

 

51.00

 

 

 

 

 

 

 

Queimado Plant

 

Companhia Energética de Brasília

 

17.50

 

 

 

 

 

 

 

Aimorés Plant

 

Vale S.A.

 

51.00

 

 

 

 

 

 

 

Baguari Plant

 

Furnas Centrais Elétricas S.A.

 

15.00

 

 

 

Baguari I Geração de Energia Elétrica S.A.

 

51.00

 

 

 

 

 

 

 

Amador Aguiar I and II Plants.

 

Vale S.A.

 

48.43

 

 

 

Comercial e Agrícola Paineiras Ltda.

 

17.89

 

 

 

Votorantim Metais e Zinco S.A.

 

12.63

 

 

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14.                     INTANGIBLE ASSETS

 

 

 

09/30/2011

 

12/31/2010

 

Holding company

 

Historic cost

 

Accumulated
amortization

 

Residual
value

 

Residual
value

 

In service

 

13,310

 

(12,617

)

693

 

833

 

Useful life defined

 

13,310

 

(12,617

)

693

 

833

 

- Software use rights

 

3,794

 

(3,105

)

689

 

830

 

- Brands and patents

 

6

 

(2

)

4

 

3

 

- Cemig Telecom S.A.

 

9,510

 

(9,510

)

 

 

In progress

 

6

 

 

6

 

5

 

- Assets in formation

 

6

 

 

6

 

5

 

intangible, net — Holding company

 

13,316

 

(12,617

)

699

 

838

 

 

 

 

09/30/2011

 

12/31/2010

 

Consolidated

 

Historic cost

 

Accumulated
amortization

 

Residual value

 

Residual value

 

In service

 

10,205,590

 

(6,589,507

)

3,616,083

 

3,080,733

 

Useful life defined

 

 

 

 

 

 

 

 

 

- Temporary easements

 

33,976

 

(1,540

)

32,436

 

61,459

 

- Other

 

165,467

 

(138,389

)

27,078

 

29,332

 

- Concessions for consideration

 

31,974

 

(8,480

)

23,494

 

24,336

 

- Assets of the concession

 

9,974,173

 

(6,441,098

)

3,533,075

 

2,965,606

 

In progress

 

 

 

 

 

 

 

 

 

- Assets in formation

 

2,122,602

 

 

2,122,602

 

1,722,954

 

Net intangible assets — Consolidated

 

12,328,192

 

(6,589,507

)

5,738,685

 

4,803,687

 

 

The movement in Intangible assets is as follows:

 

Consolidated

 

Balance on
12/31/2010

 

Additions

 

Retirements

 

Amortization

 

Transfer

 

Balance on
09/30/2011

 

- Temporary easements

 

61,459

 

1

 

 

(92

)

(28,932

)

32,436

 

- Concessions for consideration

 

24,336

 

 

 

(647

)

(195

)

23,494

 

- Assets of the concession

 

2,965,606

 

672,987

 

(4,022

)

(392,653

)

291,157

 

3,533,075

 

- Others

 

29,332

 

6,994

 

(12

)

(7,979

)

(1,257

)

27,078

 

- Assets in formation

 

1,722,954

 

437,204

 

 

 

(37,556

)

2,122,602

 

Net intangible assets — Consolidated

 

4,803,687

 

1,117,186

 

(4,034

)

(401,371

)

223,217

 

5,738,685

 

 

Intangible assets such as Software use rights, Brands and patents, and Temporary easements are amortized on a straight-line basis, in accordance with amortization rates established by Aneel.

 

The following criteria are applied in the event of occurrence: (ii) Intangible assets acquired from third parties: These are measured by total acquisition cost, less the expenses of amortization. (iii) Intangible assets generated internally: These are recognized as assets only in the development phase provided their technical feasibility of utilization is demonstrated and if the future economic benefits are probable.  They are measured at cost, less accumulated amortization and losses due to impairment.

 

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The Company has not identified indications of impairment of its intangible assets, substantially all of which have defined useful lives. The assets are being amortized on a straight-line basis over the period of the concession or over periods specified by Aneel Normative Resolution 367/09.

 

15.                     SUPPLIERS

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

12/31/2010

 

Current

 

 

 

 

 

Wholesale supply and transport of electricity

 

 

 

 

 

Eletrobrás — energy from Itaipu

 

160,323

 

150,953

 

Furnas

 

12,820

 

30,555

 

Spot market — CCEE

 

109,971

 

127,089

 

Electricity auctions

 

49,854

 

39,155

 

Other

 

560,777

 

364,561

 

 

 

893,745

 

712,313

 

Materials and services

 

316,014

 

408,696

 

 

 

1,209,759

 

1,121,009

 

 

16.                     TAXES AND INCOME TAX AND SOCIAL CONTRIBUTION PAYABLE

 

a) Taxes and charges

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Current

 

 

 

 

 

 

 

 

 

Value added tax — ICMS

 

345,187

 

277,202

 

27,424

 

18,095

 

Tax on revenue — Cofins

 

93,533

 

65,803

 

22,128

 

9,947

 

Tax on revenue — Pasep

 

20,335

 

10,738

 

4,804

 

2,159

 

Social security — INSS

 

20,041

 

23,267

 

1,618

 

1,887

 

Other

 

75,179

 

26,523

 

973

 

748

 

 

 

554,275

 

403,533

 

56,947

 

32,836

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

Cofins tax

 

669,337

 

530,638

 

 

 

Pasep tax

 

145,503

 

115,189

 

 

 

Other

 

65,495

 

46,976

 

 

 

 

 

880,335

 

692,803

 

 

 

 

 

1,434,610

 

1,096,336

 

56,947

 

32,836

 

 

The non-current Obligations for Pasep and Cofins taxes refer to the legal proceedings challenging the constitutionality of the inclusion of the ICMS tax amount, already charged, inside the taxable amount for these taxes, and applying for offsetting of the amounts paid in the last 10 years. The Company obtained interim relief from the court allowing it not to make the payment and authorizing payment through court escrow deposits since 2008.

 

However, as from August 2011, the Company has been making the payments.

 

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b) Income tax and Social Contribution tax

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

Current

 

 

 

 

 

 

 

 

 

Income tax

 

574,741

 

111,713

 

40,074

 

 

Social contribution

 

202,543

 

25,322

 

12,460

 

 

 

 

777,284

 

137,035

 

52,534

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

Deferred obligations

 

 

 

 

 

 

 

 

 

Income tax

 

890,539

 

712,254

 

 

 

Social contribution

 

318,998

 

353,145

 

 

 

 

 

1,209,537

 

1,065,399

 

 

 

 

 

1,986,821

 

1,202,434

 

52,534

 

 

 

The Deferred obligations, in Non-current liabilities, for Income tax and the Social Contribution tax refer, substantially, to the recognition of financial Instruments (foreign exchange variation and hedges) by the cash method, marking of financial instruments to market (at present value), Interest on works in progress, costs of raising of loans, the CVA Account (Compensations for Variations in Portion “A”), and Attributed costs.

 

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17.                     LOANS, FINANCINGS AND DEBENTURES

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

09/30/2011

 

12/31/2010

 

LENDERS

 

Principal maturity

 

Annual interest rates (%)

 

Currency

 

Current

 

Non-current

 

Total

 

Total

 

IN FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN Amro Real   (3)

 

2013

 

6

 

US$

 

23,968

 

23,180

 

47,148

 

62,597

 

Banco do Brasil — A — Various bonds (1)

 

2024

 

Various

 

US$

 

10,899

 

40,149

 

51,048

 

51,035

 

BNP Paribas

 

2012

 

5,89

 

Euro

 

1,397

 

 

1,397

 

3,809

 

KFW

 

2016

 

4,5

 

Euro

 

1,747

 

7,402

 

9,149

 

8,817

 

Brazilian National Treasury (10) 

 

2024

 

Libor + Spread

 

US$

 

5,319

 

19,377

 

24,696

 

19,414

 

InterAmerican Development Bank (7)

 

2026

 

2,2

 

US$

 

1,663

 

34,958

 

36,621

 

33,873

 

Others

 

2025

 

Various

 

Various

 

8,001

 

3,337

 

11,338

 

11,722

 

Debt in foreign currency

 

 

 

 

 

 

 

52,994

 

128,403

 

181,397

 

191,267

 

IN BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil   

 

2012

 

109.8 of CDI

 

R$

 

336,564

 

582,000

 

918,564

 

887,523

 

Banco do Brasil   

 

2013

 

CDI + 1.70

 

R$

 

33,486

 

41,986

 

75,472

 

85,063

 

Banco do Brasil   

 

2013

 

107.60 of CDI

 

R$

 

6,747

 

126,000

 

132,747

 

135,276

 

Banco do Brasil   

 

2014

 

104.10 of CDI

 

R$

 

65,049

 

1,200,000

 

1,265,049

 

1,223,789

 

Banco do Brasil

 

2013

 

10,83

 

R$

 

89,732

 

596,869

 

686,601

 

630,494

 

Banco do Brasil

 

2014

 

98.5 of CDI

 

R$

 

18,587

 

406,057

 

424,644

 

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

87,608

 

105,259

 

192,867

 

235,052

 

Banco Itaú BBA

 

2014

 

CDI + 1.70

 

R$

 

1,129

 

1,736

 

2,865

 

3,875

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

26,545

 

25,645

 

52,190

 

77,020

 

BNDES

 

2026

 

TJLP + 2.34

 

R$

 

8,009

 

105,558

 

113,567

 

119,336

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

593

 

910

 

1,503

 

1,366

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

112,544

 

132,170

 

244,714

 

296,286

 

Bradesco

 

2011

 

105.50 of CDI

 

R$

 

 

 

 

350,890

 

Debentures (6)

 

2011

 

104.00 of CDI

 

R$

 

265,043

 

 

265,043

 

243,038

 

Debentures — Minas Gerais state government  (6)  (9)

 

2031

 

IGP-M inflation index

 

R$

 

 

45,535

 

45,535

 

37,083

 

Debentures (6)

 

2014

 

IGP-M inflation index +10.50%

 

R$

 

11,930

 

348,307

 

360,237

 

354,638

 

Debentures (6)

 

2017

 

IPCA inflation index + 7.96

 

R$

 

31,075

 

493,289

 

524,364

 

472,333

 

Debentures (6)

 

2012

 

CDI + 0.90

 

R$

 

1,704,884

 

-

 

1,704,884

 

1,725,974

 

Debentures (6)

 

2015

 

IPCA inflation index + 7.68

 

R$

 

66,945

 

1,255,552

 

1,322,497

 

1,284,860

 

Eletrobrás

 

2013

 

Finel + 7.50 to 8.50

 

R$

 

13,086

 

25,606

 

38,692

 

36,724

 

Eletrobrás

 

2023

 

Ufir, RGR + 6.00 to 8.00%

 

R$

 

65,850

 

361,527

 

427,377

 

373,365

 

Santander do Brasil

 

2013

 

CDI + 1.70

 

R$

 

20,871

 

19,918

 

40,789

 

60,641

 

Unibanco  

 

2013

 

CDI + 1.70

 

R$

 

83,835

 

89,880

 

173,715

 

240,879

 

Unibanco  (2)

 

2013

 

CDI + 1.70

 

R$

 

20,479

 

18,397

 

38,876

 

59,503

 

Itaú and Bradesco (4)

 

2015

 

CDI + 1.70

 

R$

 

171,509

 

623,849

 

795,358

 

890,517

 

Banco do Brasil     (8)

 

2020

 

TJLP + 2.55

 

R$

 

683

 

22,768

 

23,451

 

25,500

 

Unibanco (8)

 

2020

 

TJLP + 2.55

 

R$

 

192

 

5,748

 

5,940

 

6,460

 

Debentures I and IV (6)

 

2015

 

TJLP + 4.00

 

R$

 

6

 

17

 

23

 

22

 

Debentures V  (5) (6)

 

2014

 

CDI + 1.70

 

R$

 

55,024

 

192,559

 

247,583

 

210,287

 

Debentures VI  (5) (6)

 

2011

 

115% of CDI

 

R$

 

 

 

 

78,642

 

Debentures VII   (5) (6)

 

2016

 

CDI + 1.35

 

R$

 

11,768

 

210,320

 

222,088

 

 

Debentures I Light Energia  (5) (6)

 

2016

 

CDI + 1.45

 

R$

 

3,512

 

55,539

 

59,051

 

 

CCB Bradesco  (5)

 

2017

 

CDI + 0.85

 

R$

 

19,245

 

146,134

 

165,379

 

120,242

 

ABN Amro Real   (5)

 

2010

 

CDI + 0.95

 

R$

 

235

 

25,980

 

26,215

 

21,541

 

Banco do Brasil — Light Energia

 

2012

 

CDI + 1.18

 

R$

 

131,834

 

 

131,834

 

 

Renova — Light Energia

 

2029

 

Various

 

R$

 

29,961

 

39,249

 

69,210

 

 

BNDES — Finem (5)

 

2019

 

TJLP

 

R$

 

51,643

 

172,826

 

224,469

 

189,686

 

Banco Itaú BBA  (10)

 

2022

 

TJLP + 4.55

 

R$

 

620

 

5,761

 

6,381

 

5,274

 

Regional Devt. Bank of the Extreme South  (10)

 

2022

 

TJLP + 4.55

 

R$

 

686

 

5,701

 

6,387

 

5,274

 

Unibanco (10)

 

2022

 

TJLP + 4.55

 

R$

 

210

 

1,924

 

2,134

 

1,762

 

Unibanco     (10)

 

2022

 

IGP-M + 9.85%

 

R$

 

1,033

 

3,955

 

4,988

 

3,437

 

Debentures  (6) (10)

 

2016

 

CDI + 1.30%

 

R$

 

3,169

 

10,895

 

14,064

 

 

Debentures (6) (10)

 

2016

 

CDI + 1.30%

 

R$

 

21,042

 

72,304

 

93,346

 

 

Debentures  (6) (10)

 

2016

 

CDI + 1.30%

 

R$

 

39,890

 

136,996

 

176,886

 

 

BNDES (11)

 

2033

 

TJLP + 2.40

 

R$

 

 

341,720

 

341,720

 

262,420

 

Debentures (11)

 

2013

 

IPCA

 

R$

 

69,476

 

131,357

 

200,833

 

182,188

 

BNDES — Onlending  (11)

 

2033

 

TJLP

 

R$

 

 

400,582

 

400,582

 

316,159

 

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

 

2022

 

Various

 

R$

 

21,342

 

156,231

 

177,573

 

365,577

 

BNDES (12)

 

2024

 

TJLP + 2.50

 

R$

 

3,054

 

37,671

 

40,725

 

42,119

 

CEF  (13)

 

2022

 

TJLP + 3.50

 

R$

 

6,825

 

58,580

 

65,405

 

67,128

 

CEF (14)

 

2021

 

TJLP + 3.50

 

R$

 

5,591

 

47,060

 

52,651

 

54,157

 

CEF (15)

 

2022

 

TJLP + 3.50

 

R$

 

9,160

 

87,020

 

96,180

 

96,601

 

BNDES (16)

 

2018

 

Various

 

R$

 

2,070

 

10,776

 

12,846

 

14,147

 

Syndicate of Banks  (16)

 

2010

 

CDI + 1.50

 

R$

 

9,293

 

11,480

 

20,773

 

27,696

 

CEF (16)

 

2016

 

117.5 of CDI

 

R$

 

2,387

 

8,789

 

11,176

 

12,904

 

Debentures  (6) (16)

 

2017

 

CDI + 1.6

 

R$

 

24,170

 

811,700

 

835,870

 

819,065

 

BNDES (17)

 

2016

 

TJLP + 3.12

 

R$

 

27,543

 

110,435

 

137,978

 

158,373

 

BNDES (18) Cemig Telecom

 

2017

 

Various

 

R$

 

7,102

 

45,374

 

52,476

 

48,539

 

Others

 

2025

 

Various

 

R$

 

13,781

 

97,952

 

111,733

 

74,498

 

Debt in Brazilian currency

 

 

 

 

 

 

 

3,814,647

 

10,071,453

 

13,886,100

 

13,035,223

 

Total, consolidated

 

 

 

 

 

 

 

3,867,641

 

10,199,856

 

14,067,497

 

13,226,490

 

 

38



Table of Contents

 


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

(2)                        Loan of the holding company;

(3)                        Swaps for exchange of rates were contracted. The following are the rates for the loans and financings taking the swaps into account:  CDI rate + 1.50% p.a.

(4)                       Refers to the senior units of the credit receivables funds. See Explanatory Note 12.

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

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

(7)                       Financing of Transchile.

(8)                       Financing of Cachoeirão.

(9)                       Contracts adjusted to present value, as per changes to the Corporate Law made by Law 11638/07.

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

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

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

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

(14)                 Loan contracted by the jointly-controlled subsidiary Praias de Parajuru S.A.

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

(16)                 Loan contracted by the jointly-controlled subsidiary Taesa.

(17)                 Loan and financing of Gasmig.

(18)                 Loan arranged by Cemig Telecom — Ativas;

 

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

 

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018 and
later years

 

Total

 

Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar

 

18,847

 

34,394

 

31,174

 

5,088

 

2,274

 

2,548

 

2,735

 

71,100

 

168,160

 

Euro

 

933

 

3,034

 

1,644

 

1,644

 

1,645

 

1,645

 

 

 

10,545

 

UMBNDES (**)

 

95

 

341

 

340

 

340

 

340

 

339

 

340

 

557

 

2,692

 

 

 

19,875

 

37,769

 

33,158

 

7,072

 

4,259

 

4,532

 

3,075

 

71,657

 

181,397

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (Expanded Consumer Price Index)

 

170,920

 

62,743

 

537,118

 

467,963

 

645,752

 

165,472

 

164,430

 

 

2,214,398

 

Ufir (Fiscal Reference Unit) / RGR

 

18,653

 

70,748

 

65,884

 

66,015

 

57,619

 

46,340

 

37,238

 

76,724

 

439,221

 

Interbank CD (CDI)

 

1,167,827

 

3,368,229

 

1,389,359

 

1,290,867

 

598,615

 

291,995

 

162,669

 

 

8,269,561

 

Eletrobrás Finel internal index

 

3,180

 

12,718

 

11,658

 

 

 

 

 

 

27,556

 

URTJ (*)

 

24,551

 

124,472

 

123,577

 

136,129

 

125,722

 

121,385

 

99,429

 

892,090

 

1,647,355

 

IGP-M inflation index

 

11,564

 

2,480

 

2,541

 

350,886

 

1,618

 

1,373

 

1,301

 

53,163

 

424,926

 

UMBNDES (**)

 

7,845

 

29,439

 

29,213

 

29,213

 

24,874

 

23,678

 

10,638

 

7,205

 

162,105

 

Others (IGP-DI, INPC) (***)

 

3,910

 

2,632

 

1,624

 

1,745

 

830

 

214

 

215

 

215

 

11,385

 

No indexor

 

91,921

 

(3,250

)

599,014

 

561

 

801

 

423

 

40

 

83

 

689,593

 

 

 

1,500,371

 

3,670,211

 

2,759,988

 

2,343,379

 

1,455,831

 

650,880

 

475,960

 

1,029,480

 

13,886,100

 

 

 

1,520,246

 

3,707,980

 

2,793,146

 

2,350,451

 

1,460,090

 

655,412

 

479,035

 

1,101,137

 

14,067,497

 

 


(*)                                  URTJ = Interest Rate Reference Unit.

(**)                            UMBNDES = BNDES Monetary Unit.

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

INPC = National Consumer Price Index.

 

The principal currencies and indexors used for monetary updating of loans and financings had the following variations:

 

Currency

 

Change in full-year 2011
%

 

Indexors

 

Change in full-year 2011
%

 

US dollar

 

11.30

 

IGP—M index

 

4.15

 

Euro

 

11.93

 

IPCA inflation index

 

5.08

 

 

 

 

 

Finel

 

0.82

 

 

 

 

 

CDI

 

8.69

 

 

 

 

 

Selic

 

8.76

 

 

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Table of Contents

 

The movement on financings is as follows:

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

Balance at December 31, 2010

 

13,226,490

 

410,393

 

Acquisition of subsidiary — initial balance

 

361,865

 

 

Loans and financings obtained

 

1,329,994

 

 

Monetary and foreign currency (FX) variation

 

208,214

 

 

Borrowing costs

 

(10,230

)

 

Amortization of costs of obtaining funding

 

6,647

 

 

Financial charges provisioned

 

1,002,687

 

29,545

 

Financial charges paid

 

(705,384

)

(32,665

)

Capitalization

 

(1,328

)

 

Adjustment to present value

 

1,113

 

 

Amortization of financings

 

(1,352,571

)

(368,397

)

Balance at September 30, 2011

 

14,067,497

 

38,876

 

 

Debentures

 

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

 

Restrictive covenant clauses

 

Cemig has contracts for loans and financings with restrictive covenant clauses requiring compliance at the end of each calendar half-year (June 30 and December 31).

 

Early payment of the promissory notes

 

On July 27, 2011 the Company advised holders of the promissory notes of the 3rd Issue (single series) that it would unilaterally make early redemption of the entirety of the promissory notes in circulation on August 4, 2011. The Company made payment of the Nominal Unit Value of the Notes, augmented by the remuneration specified in item 1 of the physical Notes, calculated pro rata temporis from the Issue Date up to the Redemption Date.

 

New funding raised by Cemig D (distribution)

 

On April 20, 2011, Cemig D raised R$ 410,000 from Banco do Brasil by a Commercial Trade Bill in the amount of R$ 210,000, guaranteed by invoices issued by the Company, and a Commercial Credit Note in the amount of R$ 200,000, with surety from its holding company Companhia Energética de Minas Gerais — Cemig. The obligation carries interest equal to 98.5% of the CDI rate. The funds raised will be used to strengthen working capital and to roll over the company’s debts, and will be settled by 2014. The amount raised by the Trade Bill will be settled in two installments, the first on April 9, 2013 and the second on April 4, 2014. The amount raised by the Credit Note will be settled in a single installment on April 4, 2014.

 

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Issue of debentures by Light Sesa

 

In May 2011 Light Sesa completed its 7th issue of unsecured non-convertible debentures, in the total amount of R$ 650,000, through a public offer with restricted efforts for placement, in accordance with CVM Instruction 476/09, under the firm guarantee regime.

 

The debentures were issued on May 2, 2011, and proceeds received on May 5, 2011. They will have remuneration equivalent to 100% of the CDI rate plus a spread of 1.35% per year, which was established by a bookbuilding process, payment of interest six-monthly, and final maturity on May 2, 2016.

 

In May 2011 Light Energia completed its 1st issue of unsecured non-convertible debentures, in the total amount of R$ 170,000, through a public offer with restricted placement efforts, in the terms of CVM Instruction 476/09, and under the regime of firm guarantee.

 

The debentures were issued on April 10, 2011, and proceeds received on May 12, 2011. They will have remuneration equivalent to 100% of the CDI rate plus a spread of 1.45% per year, payment of interest six-monthly, and final maturity on April 10, 2016.

 

Issue of promissory notes of Renova

 

On August 21, 2011 certain subsidiaries of Renova Energia S.A. issued commercial promissory notes with maturity on February 8, 2012, remunerated at the DI rate plus 1.15% p.a., Plus fees and charges, with the right to early redemption. In guarantee of full payment of all its obligations holders of promissory notes  were given the surety of Renova Energia S.A., a chattel mortgage on the equipment, fiduciary assignment of the rights arising from the concession, chattel mortgage on the shares of the companies, and fiduciary assignment of the leasing contracts. These guarantees are the same ones offered to the Brazilian Development Bank (BNDES) in the financing contract and will be released with its signature. Holders of the promissory notes will be able to activate this right only in the event of noncompliance by Renova with the contractual clauses. The funds raised in this transaction were used as short-term financing of the investments for construction of the wind farm generating plant.

 

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Table of Contents

 

18.                     REGULATORY CHARGES

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

12/31/2010

 

Global Reversion Reserve — RGR

 

52,573

 

46,086

 

Fuel Consumption Account — CCC

 

68,120

 

51,438

 

Energy Development Account — CDE

 

44,064

 

35,264

 

Eletrobrás — Compulsory loan

 

1,207

 

1,210

 

Aneel inspection charge

 

4,292

 

3,764

 

Energy Efficiency

 

154,791

 

157,488

 

Research and Development

 

208,629

 

196,191

 

Energy System Expansion Research

 

3,306

 

3,847

 

National Scientific and Technological Development Fund

 

6,424

 

7,704

 

Alternative Energy Program — Proinfa

 

2,989

 

17,755

 

Emergency capacity charge

 

54,284

 

34,071

 

0.30% additional payment — Law 12111/09

 

3,706

 

3,127

 

 

 

604,385

 

557,945

 

 

 

 

 

 

 

Current liabilities

 

375,126

 

415,464

 

Non-current liabilities

 

229,259

 

142,481

 

 

19.                     EMPLOYEE POST-RETIREMENT BENEFITS

 

The Forluz Pension Fund (pension and supplementary retirement income plan)

 

Cemig sponsors a pension plan, administered by Fundação Forluminas de Seguridade Social — FORLUZ (Forluminas Social Security Foundation, or “Forluz”) covering substantially all of its employees. The purpose of the pension plan is to provide the plan’s associates and participants, and their dependents and beneficiaries, with additional financial income to complement their retirement.

 

On December 31, 2004 the actuarial obligations and plan assets were separated and allocated to the entities of Cemig, Cemig GT and Cemig D, based on their respective numbers of employees as a proportion of the Company’s total workforce.

 

Forluz makes the following supplementary pension benefit plans available to its participants:

 

The Mixed Benefits Plan (“Plan B”): This plan operates as a defined-contribution plan at the fund accumulation phase, for retirement benefits for full-time employees. It operates as a defined-benefit plan, providing disability and life insurance benefits, to actively employed participants and for receipt of benefits for time contributed. The sponsors match the basic monthly contributions of the participants. Plan B is the only plan open to enrollment by new participants.

 

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Table of Contents

 

The sponsor contribution to this plan is 27.52% for the portion with defined benefit characteristics, relating to the coverage for disability or death for the active participant, and this is used for amortization of the defined obligation through an actuarial calculation. The remaining 72.48%, relating to the portion of the plan with defined-contribution characteristics, goes to the nominal accounts of the participants and is recognized in the current profit and loss account as and when the Company makes payments, under Personnel expenses

 

Pension Benefits Balances Plan (“Plan A”): This plan includes all currently employed and assisted participants who elected to migrate from the Company’s previously sponsored defined benefit plan, and are entitled to a benefit proportional to those balances. For actively employed participants, this benefit has been deferred to the retirement date.

 

Cemig, Cemig GT and Cemig D also maintain, independently of the plans made available by Forluz, payments of part of the life insurance premium for the retirees, and contribute to a health plan and a dental plan for the active employees, retired employee and dependents, administered by Cemig Saúde.

 

Amortization of deficit in Actuarial Reserves

 

In this Note the Company demonstrates its actuarial obligations and expenses incurred for purposes of the Retirement Plan, Health Plan, Dental Plan and the Life Insurance Plan in accordance with the standards set out in IAS 19 (Benefits to employees) and an independent actuarial opinion issued as of December 31, 2010.

 

The Company recognized an obligation payable for past actuarial deficits in the amount of R$ 853,255 on September 30, 2011 (R$ 868,178 on December 31, 2010). This amount was recognized as an obligation payable by Cemig and its subsidiaries Cemig GT and Cemig D, and is being amortized through June 2024, through monthly installments calculated by the fixed-installment system (known as the “Price” Table). After the Third Amendment to the Forluz Agreement, the amounts began to be adjusted only by the IPCA Inflation Index (Amplified National Consumer Price Index) published by the Brazilian Geography and Statistics Institute (IBGE), plus 6% per year.

 

The post-employment obligation as included in the Company’s consolidated statement of financial position represents the difference between the debt amount as agreed upon with Forluz for amortization of the actuarial obligations and the actuarial liability to the pension fund as calculated by an independent actuary. Because the Company is required to pay this debt even if Forluz has a surplus, the Company recorded the debt in full against stockholders’ equity on the transition date and then recorded the impacts relating to monetary updating and interest in the profit and loss account.

 

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The Braslight Pension Fund

 

Light is sponsor of Fundação de Seguridade Social Braslight (“Braslight”), a non-profit private pension plan entity whose purpose is to guarantee retirement revenue to Company employees subscribed with the Foundation, and pension revenue to their dependents.

 

Braslight was instituted in April 1974, and has three plans — A, B and C — implemented in 1975, 1984 and 1998, respectively. About 96% of the active participants that were formerly in plans A and B have migrated to plan C.

 

Plans A and B are of the defined-benefit type. Plan C is an integrated plan in which the specified benefits (retirement not arising from disability, and the respective pension reversal), during the capitalization phase are treated in a defined-contribution manner, without any link to the INSS, and the risk benefits (health care assistance, retirement for disability, and life insurance benefits), as well as those of continued post-retirement income, once granted, are treated in a defined-benefit manner.

 

On October 2, 2001, the Private Pension Plans Secretariat approved a resolution with regard to the actuarial deficit and refinancing of the Braslight amortizable pension plan reserve, which were then fully recognized. Based on this resolution, the reserve is being amortized on a straight-line basis through 300 monthly installments, starting in July 2001. The installments are monetarily updated for variations in the IGP-DI inflation index and for 6% interest per year. As of September 30, 2011, the Braslight pension plan reserve totaled R$ 1,035,635 (R$ 1,106,185 on December 31, 2010). The proportion of the reserve, amortization, and related accumulated amortization consolidated into Cemig’s consolidated financial statements on September 30, 2011 was 32.47% of this amount, based on consolidation in proportion to its percentage ownership of Light.

 

The changes in Net liabilities have been as follows:

 

 

 

Pension and
retirement plans

 

 

 

 

 

Life
Insurance

 

 

 

Holding company

 

Forluz

 

Health Plan

 

Dental Plan

 

Plan

 

Total

 

Net liabilities on December 31, 2010

 

42,805

 

28,029

 

1,555

 

23,663

 

96,052

 

Expense recognized in the Profit and loss account

 

3,999

 

3,324

 

84

 

2,919

 

10,326

 

Contributions paid

 

(4,766

)

(1,919

)

(31

)

(547

)

(7,263

)

Net liabilities on September 30, 2011

 

42,038

 

29,434

 

1,608

 

26,035

 

99,115

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

3,890

 

 

 

 

3,890

 

Non-current liabilities

 

38,148

 

29,434

 

1,608

 

26,035

 

95,225

 

 

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Pension and retirement
plans

 

Health

 

 

 

Life
Insurance

 

Total

 

Consolidated

 

Forluz

 

Braslight

 

Plan

 

Dental Plan

 

Plan

 

Forluz

 

Net liabilities on December 31, 2010

 

868,178

 

264,850

 

553,669

 

30,132

 

443,999

 

2,160,828

 

Expense recognized in the Profit and loss account

 

81,148

 

31,301

 

51,687

 

1,044

 

39,936

 

205,116

 

Contributions paid

 

(96,075

)

(25,103

)

(38,146

)

(605

)

(8,880

)

(168,809

)

Acquisition of stockholding in Light

 

 

65,267

 

 

 

 

65,267

 

Net liabilities on September 30, 2011

 

853,251

 

336,315

 

567,210

 

30,571

 

475,055

 

2,262,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

78,304

 

34,035

 

 

 

 

112,339

 

Non-current liabilities

 

774,947

 

302,280

 

567,210

 

30,571

 

475,055

 

2,150,063

 

 

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

 

20.                     PROVISIONS

 

Cemig and its subsidiaries are party to certain legal proceedings in Brazil arising in the normal course of business, regarding tax, labor, civil and other issues.

 

Actions in which the company would be debtor

 

The Company, its subsidiaries and jointly-controlled subsidiaries have made provisions for contingencies for legal actions in which it is considered, on the date of the financial statements, that the existence of an obligation is more likely than not.

 

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Cemig’s management believes that any disbursements in excess of the amounts provisioned, when the respective processes are completed, will not have a material adverse effect on the Company’s results of operations or financial position.

 

 

 

Consolidated
IFRS

 

 

 

Balance on
12/31/2010

 

Additions / Updates
(—) Reversals

 

Balance on
09/30/2011

 

Employment-law cases

 

 

 

 

 

 

 

Various

 

114,145

 

18,275

 

132,420

 

 

 

 

 

 

 

 

 

Civil cases

 

 

 

 

 

 

 

Personal damages

 

42,970

 

26,526

 

69,496

 

Tariff increases

 

25,715

 

6,987

 

32,702

 

Environmental

 

3,185

 

7,050

 

10,235

 

Other

 

70,364

 

59,818

 

130,182

 

 

 

 

 

 

 

 

 

Tax matters

 

 

 

 

 

 

 

Finsocial tax

 

21,807

 

250

 

22,057

 

PIS and Cofins taxes

 

1,702

 

1,078

 

2,780

 

ICMS (value added) tax

 

24,604

 

9,469

 

34,073

 

Social security — INSS

 

17,788

 

20,810

 

38,598

 

Other

 

21,347

 

(18,657

)

2,690

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

Aneel administrative proceedings

 

27,280

 

19,630

 

46,910

 

Total

 

370,907

 

151,236

 

522,143

 

 

 

 

Holding company
BRGAAP

 

 

 

Balance on
12/31/2010

 

Additions / Updates
(—) Reversals

 

Balance on
09/30/2011

 

Employment-law matters

 

 

 

 

 

 

 

Various

 

57,896

 

(4,645

)

53,251

 

 

 

 

 

 

 

 

 

Civil cases

 

 

 

 

 

 

 

Personal damages

 

15,761

 

17,222

 

32,983

 

Tariff increases

 

13,444

 

17,006

 

30,450

 

Other

 

51,527

 

(6,118

)

45,409

 

 

 

 

 

 

 

 

 

Tax matters

 

 

 

 

 

 

 

Finsocial tax

 

21,807

 

250

 

22,057

 

 

 

 

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

Aneel administrative proceedings

 

27,118

 

(5,199

)

21,919

 

Total

 

187,553

 

18,516

 

206,069

 

 

The following are some details relating to the provisions:

 

(a)          Employment-law matters

 

The complaints under the labor laws are basically disputes on overtime, additional amounts for dangerous work, property damages and pain and suffering.

 

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(b)   ICMS TAX

 

Since 1999, Light has been inspected a number of times by the tax authority in the state of Rio de Janeiro in for ICMS value-added tax infringement. The infringement notices received so far and not paid are the subject of contestation in the administrative and legal spheres. Based on review of the infringement notices and on consultations with its legal department, Management believes that only part of the infringement amounts claimed represent a probable risk of loss for which the existence of a present obligation on the date of the financial statements is more likely than not, and this part is provisioned in the amount of R$ 104,938 (R$ 94,400 on December 31, 2010). The proportional part of this obligation attributable to Cemig is R$ 34,073 (R$ 24,604 on December 31, 2010).

 

(c)   SOCIAL SECURITY SYSTEM

 

In December 1999 the National Social Security Institute (INSS) issued infringement notices against Light for an alleged joint liability to withhold payments at source on amounts paid for contractor services and the applicable social security contribution to employees’ profit shares.

 

Light challenged the legality of Law 7787/89, which increased the social security contribution percentage applying to payrolls, arguing that INSS also changed the bases for Social Contribution calculations during the period July to September 1989. The court decided in favor of the company, and as a result, the company has offset its social security contribution amounts payable.

 

The company assessed the chance of loss, in the actions referred to, as “probable”, and recorded a provision in the amount of R$ 21,438 on September 30, 2011 (R$ 16,562 on December 31, 2010).

 

(d)   Environmental administrative proceedings

 

Cemig GT was served an infringement notice by the Minas Gerais State Forests Institute (IEF), alleging that it omitted to take measures to protect the fish population, causing fish deaths, as a result of the flow and operation of the machinery of the Três Marias Hydroelectric Plant. The Company has presented a defense and considers the chances, on the date of the financial statements, of there being a present obligation more likely than not, in the amount of R$ 3,337 on September 30, 2011 (R$ 3,185 on December 31, 2010), which has been duly provisioned.

 

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(e)   Others

 

Other civil actions are primarily claims for personal damages by individuals, mainly due to accidents allegedly occurring as a result of the Company’s business, and damages as a result of power outages. The provision at September 30, 2011 represents the potential loss on these claims.

 

Additionally there are legal proceeding of an employment-law, civil and tax nature in progress for which it was assessed as more likely, on the date of the financial statements, that there would not be a resulting financial obligation. These are periodically reviewed, and do not require the constitution of a provision in the Quarterly Information (ITR). The principal cases among these are described below:

 

(I) Acts of Aneel

 

Aneel filed a regulatory proceeding against Cemig stating that the company owes R$ 1,001,048 to the federal government (R$ 962,572 on December 31, 2010) as a result of an alleged miscalculation of credits in the amount of the cumulative rate deficit (the CRC, or Results Compensation, Account) applied to reduce amounts owed to the federal government. On October 31, 2002 Aneel issued a final administrative decision against Cemig. On January 9, 2004, the Brazilian Treasury Authority (“Secretaria do Tesouro Nacional”) issued an official collection notice for the amount referred to. Cemig did not make the payment because it believed that it has arguments on the merit for defense in the Courts and, thus, has not constituted a provision for this action. The Company assesses the chances of loss in this action as “possible”.

 

(II) Social security and tax obligations — indemnity of the “Anuênio” and profit shares.

 

In 2006 Cemig and its subsidiaries Cemig GT and Cemig D paid indemnities to their employees, totaling R$ 177,686, in exchange for the rights to future payments known as “Anuênios” which would otherwise be incorporated, in the future, into salaries. The Company and its subsidiaries did not make payments of income tax and Social Security contribution in relation to this amount because they considered that these obligations are not applicable to amounts paid as indemnity. However, to avoid the risk of a future fine arising from a different interpretation by the federal tax authority and the National Social Security Institution, the company and its subsidiaries decided to file for orders of Mandamus for permission to pay into Court the potential obligations under this heading, in the amount of R$ 121,834. These are posted in Escrow deposits.

 

Additionally, the Federal Revenue Service issued an Infringement Notice challenging the non-payment of the social security contributions (employer’s portion) on the “anuênio” amount indemnified, to prevent expiry by lapse of time, in the amount of R$ 17,203.

 

In September 2006, Cemig received a tax infringement notice from the INSS (National Social Security System) as a result of non-payment of the social security contribution on the amounts paid as profit shares in the period 2000 to 2004, representing a total of

 

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R$ 199,656 (R$ 192,707 on December 31, 2010). The Company has appealed in administrative proceedings against the decision. No provision has been made for any losses. Cemig believes it has arguments of merit for defense, and the chances of loss in this action are assessed as “possible”, but not probable.

 

(III) ICMS TAX

 

Cemig was served an infringement notice, as a jointly responsible party, in relation to sales of excess electricity by industrial consumers during the period of electricity rationing, in which the Minas Gerais State Tax Authority demanded payment of the ICMS tax on these transactions, in the amount of R$ 54,262 (R$ 51,159 on December 31, 2010). It was estimated that on the date of the financial statements the chances of loss were “possible”. However, if the Company does have to pay the ICMS tax on these transactions, it can charge consumers the same amount to recover the amount of the tax plus any possible penalty charge.

 

(IV) Regulatory contingency — CCEE

 

In an action dating from August 2002, AES Sul Distribuidora has challenged in the courts the criteria for accounting of electricity sale transactions in the wholesale electricity market during the period of rationing. It obtained a judgment in its favor in February 2006, which orders Aneel, working with the CCEE, to comply with the claim by AES Sul and recalculate the settlement of the transactions during the rationing period, leaving out of account Aneel’s Dispatch No. 288/2002. This measure was to be put into effect in the CCEE in November 2008, which would have resulted in an additional disbursement for Cemig, for the expense on purchase of energy in the short-term market, in the CCEE, in the amount of approximately R$ 120,951 (R$ 112,838 on December 31, 2010). On November 9, 2008 the Company obtained an injunction from the Regional Federal Appeal Court suspending the obligatory nature of the requirement to pay into court the amount owed arising from the Special Financial Settlement carried out by the CCEE. Because of the above, no provision was constituted for this dispute, since the Company believes it has arguments on the merit for defense against this claim. The Company assesses the chances of loss in this action as “possible”.

 

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(V) Civil lawsuits — consumers

 

The company is defendant in legal proceedings challenging the criteria for measurement of amounts to be charged in relation to the contribution for public illumination, in the total amount of R$ 686,467 (R$ 636,723 on December 31, 2010). The Company believes that it has arguments on the merit for defense in this dispute and as a result has not constituted provision for this action. The Company assesses the chances of loss in this action as “possible”.

 

(VI) Offsetting of tax credits refused

 

The Federal Revenue Service did not homologate the statement filed by the Company of offsetting of credits for payments made unduly or in excess, in the amount of R$ 377,680, relating to various administrative taxation proceedings on offsetting of federal taxes.

 

(VII) The Aimorés Hydro Plant Consortium

 

There is an action for property damages and pain and suffering, allegedly arising from construction of the Dam and Machine Room of the Aimorés Hydroelectric Plant, on the basis that it reduced the population of fish in the Doce River and, consequently, the income of the plaintiffs, who are fishermen in the region. The amount of the contingency is R$ 21,353. The participation of Cemig GT in the consortium is 49%, representing a proportional amount of R$ 10,463.

 

(VIII) Exclusion of consumers inscribed as low-income

 

The Federal Public Attorneys’ Office filed a Public Civil Action against Cemig D and Aneel, to avoid exclusion of consumers from classification in the Low-income Residential Tariff Sub-category, requesting an order for Cemig D to pay 200% of the amount paid in excess by consumers.  Judgment was given in favor, with, further, a daily fine of R$ 1 in the event of non-compliance with the judgment. However, Cemig and Aneel appealed against the decision, and await judgment. The amount of the contingency is approximately R$ 119,855.

 

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(IX) Contributions to Social Security

 

The Federal Revenue Service issued an Infringement Notice demanding contributions for the Social Security System in relation to the business years 2005 and 2006, in the amount of R$ 176,336. Of this amount, the principal components refer to (i) the Revenue Service deciding not to admit the “Food Component of Salary paid in Kind” without inscription in the PAT; due to the unbundling of the Company, the Revenue Service believes that Cemig should have inscribed the unbundled companies in the PAT in 2005 — which in fact took place only in 2008 — and (ii) the employee profit shares (PLR) for 2005 and 2006, paid under a definition of targets and indicators, not declared in the Corporate Income Tax Return (“GFIP”).

 

(X) Non-payment of ICMS tax on the TUSD charge

 

The State Finance Department of Minas Gerais issued an infringement notice demanding payment of the ICMS value-added tax on the amounts that comprise the TUSD in the period from August 2005 through September 2010, since the amount of the tax applied was excluded from client electricity bills, in compliance with an interim judgment given by the Judiciary. The amount of the contingency is R$ 217,835.

 

(XI) Periodic Tariff Review — Neutrality of “Portion A”

 

The Municipal Association for Protection of the Consumer and the Environment (Amprocom) filed a Class Action against the Company and Aneel, for identification of all the consumers that were damaged in the process of periodic review and annual adjustment of electricity tariffs, in the period from 2002 to 2009; and for repayment, through credits on electricity bills, of the amounts unduly charged, by reason of not taking into consideration the impact of future variation in consumer electricity demand on non-controllable components of cost (“Portion A”), and undue inclusion of these gains in the distributor’s manageable costs (“Portion B”), causing an economic-financial imbalance in the contract. The estimated value of the contingency is R$ 1,030,565.

 

(XII) Irregularities in consumer metering and/or undue charges

 

Various consumers are requesting: review of metering of consumption, cancellation of alleged undue charges, with return of 200% of amounts unduly charged, and re-establishment of supply of electricity. The estimated value of the contingency is R$ 32,553.

 

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(XIII) Taxation matters

 

The tax contingencies recorded by Light Sesa in which the chance of loss has been assessed as “possible” arise from the following: Demand for corporate income tax and the Social Contribution on Net Profit, on profit calculated by the LIR and LOI since 1996; non-homologation of the offsetting for credits of income tax withheld at source on financial investments and on payments of electricity bills made by public bodies; penalty payment for supposed non-compliance with an accessory obligation related to the delivery of electronic files for the calendar years 2003 and 2005; and an infringement notice issued to demand ICMS tax on the amounts of the subsidy for low-income consumers; and ICMS tax on commercial losses of electricity. The total of Cemig’s proportionate share of the contingency for these actions, on September 30, 2011, is R$ 308,189.

 

Proceedings in which the Company is the plaintiff and success is assessed as Probable

 

Pasep and Cofins — expansion of the base for tax calculation purposes

 

The holding company has legal proceedings challenging the fairness of the expansion (by Law 9718 of November 27, 1998) of the taxable basis for calculation of the Pasep and Cofins taxes on financial revenue and other non-operational revenues in the period from 1999 to January 2004. It has obtained a judgment in its favor at first instance. In the event that this action is won in the final instance (i.e. when subject to no further appeal) — and we note that the Federal Supreme Court has ruled on similar proceedings in favor of the taxpayer — the gain to be registered in the Profit and loss account will be R$ 192,996 (R$ 185,906 on December 31, 2010), net of income tax and Social Contribution Tax.

 

21.       STOCKHOLDER’S EQUITY AND REMUNERATION TO STOCKHOLDERS

 

The Share Capital of Cemig on September 30, 2011 is R$ 3,412,073, represented by 298,269,668 common shares and 384,144,914 preferred shares all with par value of R$ 5.00.

 

The Ordinary and Extraordinary General Meetings of Stockholders held on April 29, 2011, decided to distribute R$ 1,196,074 to the stockholders as dividends, comprising the obligatory dividend, of R$ 1,128,988, and complementary dividends of R$ 67,086.

 

The Company has dividends that will be received from its subsidiaries during 2011 for settlement of its obligations payable, including the dividends referred to above, and its other operational expenses.

 

Stockholders’ Agreement

 

On August 1, 2011 the government of the State of Minas Gerais signed a Stockholders’ Agreement with AGC Energia S.A., with BNDES Participações S.A. as consenting party, valid for fifteen years.

 

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The agreement maintains the State of Minas Gerais as sole, sovereign and dominating controlling stockholder of the Company and attributes to AGC Energia only certain prerogatives for the purpose of contributing to continuity of the Company’s sustainable growth, among other provisions.

 

22.       REVENUES

 

The Company’s revenue breaks down as follows:

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

09/30/2010

 

Revenue from supply of electricity (a)

 

12,385,692

 

11,091,052

 

Revenue from use of the electricity distribution systems (TUSD)

 

1,464,781

 

1,115,336

 

Revenue from use of the transmission grid (b)

 

1,121,388

 

998,398

 

Construction revenue

 

964,697

 

971,168

 

Other operational revenues (c)

 

674,845

 

499,697

 

Deductions from operational revenues (d)

 

(5,138,451

)

(4,501,406

)

Net operational revenue

 

11,472,952

 

10,174,245

 

 

(a)     Revenue from supply of electricity

 

This table shows supply of electricity by type of consumer:

 

 

 

MWh (*)

 

R$

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Residential

 

8,084,461

 

7,343,299

 

3,990,704

 

3,523,840

 

Industrial

 

19,448,044

 

18,149,884

 

3,229,166

 

2,949,095

 

Commercial, services and others

 

5,209,218

 

4,558,053

 

2,230,074

 

1,999,329

 

Rural

 

1,964,539

 

1,859,940

 

520,928

 

472,307

 

Public authorities

 

892,066

 

789,045

 

389,731

 

341,066

 

Public illumination

 

1,022,971

 

907,086

 

262,144

 

230,045

 

Public service

 

1,077,285

 

1,009,757

 

312,372

 

294,838

 

Subtotal

 

37,698,584

 

34,617,064

 

10,935,119

 

9,810,520

 

Own consumption

 

42,932

 

39,552

 

 

 

Low-income subsidy (1)

 

 

 

63,636

 

99,486

 

Unbilled, net

 

 

 

37,549

 

(29,057

)

 

 

37,741,516

 

34,656,616

 

101,185

 

9,880,949

 

Wholesale supply to other concession holders (**)

 

10,500,241

 

10,098,398

 

1,180,555

 

1,093,238

 

Transactions in energy on the CCEE

 

4,023,069

 

3,971,052

 

150,017

 

106,054

 

Sales under the Proinfa program

 

65,043

 

39,400

 

18,816

 

10,811

 

Total

 

52,329,869

 

48,765,466

 

12,385,692

 

11,091,052

 

 


(*)

The MWh column includes the Company’s proportion of the total electricity sold by Light.

(**)

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

(1)

Revenue recognized arising from the subsidy from Eletrobrás, for the discount given on tariffs charged to low-income consumers. The amounts have been homologated by Aneel and are reimbursed by Eletrobrás.

 

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(b)     Revenue from use of the transmission grid

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

09/30/2010

 

Revenue from use of the basic transmission grid

 

996,564

 

921,297

 

Revenue from system connection

 

124,824

 

77,101

 

 

 

1,121,388

 

998,398

 

 

Tariff increases of electricity transmission concession holders — for the 2011—12 Cycle

 

On July 1, 2011 Homologating Resolution 1171 of June 28, 2011 was published, by which the regulator, Aneel (Agência Nacional de Energia Elétrica) established the Permitted Annual Revenues (RAPs) which electricity transmission concession holders can charge for making available the facilities of the National Grid and other transmission facilities for the 2011—12 period.

 

The Company’s transmission concessions basically have the percentage adjustments to these revenue rates specified as indexed to the IGP—M inflation index.

 

For Cemig GT, the adjustment was 10.40%, comprising 9.77%, the variation in the IGP—M index in the period from June 2010 to May 2011, and a remaining percentage attributable to new works that came into operation in the prior year.

 

(c)     Other operational revenues

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

09/30/2010

 

Supply of gas

 

421,989

 

291,611

 

Charged service

 

11,230

 

12,368

 

Telecom service

 

117,186

 

93,053

 

Other services

 

76,325

 

53,937

 

Rental and leasing

 

46,727

 

46,804

 

Other

 

1,388

 

1,924

 

 

 

674,845

 

499,697

 

 

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(d)              Deductions from operational revenue

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

09/30/2010

 

Taxes on revenue

 

 

 

 

 

ICMS tax

 

2,616,639

 

2,326,801

 

Cofins tax

 

1,105,380

 

990,182

 

PIS and Pasep taxes

 

239,991

 

215,089

 

Other

 

4,061

 

11,924

 

 

 

3,966,071

 

3,543,996

 

Charges to the consumer

 

 

 

 

 

Global Reversion Reserve — RGR

 

142,438

 

137,167

 

Energy Efficiency Program — P.E.E.

 

31,255

 

32,917

 

Energy Development Account — CDE

 

383,398

 

317,478

 

Fuel Consumption Account — CCC

 

525,687

 

373,371

 

Research and Development — P&D

 

28,808

 

26,050

 

National Scientific and Technological Development Fund — FNDCT

 

25,340

 

23,079

 

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

 

12,732

 

11,911

 

Emergency Capacity Charge

 

241

 

15,235

 

0.30% additional payment (Law 12111/09)

 

22,481

 

20,202

 

 

 

1,172,380

 

957,410

 

 

 

5,138,451

 

4,501,406

 

 

23.                     OPERATIONAL COSTS AND EXPENSES

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

Operational costs and expenses (revenues)

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Personnel (a)

 

897,304

 

858,094

 

35,667

 

29,245

 

Employees’ and managers’ profit shares

 

70,749

 

131,879

 

2,105

 

4,477

 

Post-retirement benefits

 

92,662

 

51,745

 

6,326

 

4,356

 

Materials

 

64,581

 

89,740

 

158

 

282

 

Outsourced services (b)

 

721,268

 

638,594

 

5,545

 

7,139

 

Electricity bought for resale (c)

 

3,202,886

 

2,678,541

 

 

 

Depreciation and amortization

 

700,562

 

683,917

 

262

 

127

 

Charges for use of water resources

 

113,077

 

113,444

 

 

 

Provisions (reversals) for operational losses (d) 

 

207,185

 

173,861

 

17,986

 

(101,861

)

Charges for the use of the basic transmission grid

 

608,543

 

552,682

 

 

 

Gas purchased for resale

 

235,785

 

162,685

 

 

 

Construction costs

 

961,988

 

970,804

 

 

 

Other operational expenses, net (e)

 

235,852

 

287,795

 

14,107

 

12,276

 

 

 

8,112,442

 

7,393,781

 

82,156

 

(43,959

)

 

55



Table of Contents

 

a)    Personnel costs and expenses

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Remuneration and salary-related charges and expenses

 

821,495

 

772,385

 

32,187

 

22,545

 

Supplementary pension contributions — defined-contribution plan

 

45,562

 

45,058

 

2,830

 

2,861

 

Assistance benefits

 

91,751

 

89,732

 

2,745

 

2,492

 

 

 

958,808

 

907,175

 

37,762

 

27,898

 

The PDV Temporary Voluntary Retirement Program

 

12,532

 

21,992

 

3,579

 

1,347

 

(-) Personnel costs transferred to Construction in progress

 

(74,036

)

(71,073

)

(5,674

)

 

 

 

(61,504

)

(49,081

)

(2,095

)

1,347

 

 

 

897,304

 

858,094

 

35,667

 

29,245

 

 

b)    Outsourced services

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Collection / Meter reading / Bill delivery agents

 

126,174

 

96,577

 

 

 

Communication

 

62,950

 

51,830

 

1,364

 

1,647

 

Maintenance and conservation of electricity facilities and equipment

 

139,627

 

143,094

 

57

 

49

 

Building conservation and cleaning

 

47,774

 

33,515

 

40

 

29

 

Contracted labor

 

37,512

 

38,462

 

220

 

31

 

Transportation and airfares

 

8,104

 

8,230

 

1,286

 

1,245

 

Lodging and meals

 

14,115

 

17,314

 

266

 

210

 

Security services

 

16,144

 

13,995

 

 

 

Management consulting

 

13,006

 

11,457

 

328

 

1,266

 

Maintenance and conservation of furniture and fixtures

 

43,822

 

28,162

 

51

 

126

 

Maintenance and conservation of vehicles

 

15,563

 

18,943

 

24

 

27

 

Disconnection and reconnection

 

41,897

 

29,173

 

 

 

Environment

 

17,927

 

16,645

 

 

 

Cleaning of transmission track

 

24,743

 

17,273

 

 

 

Other

 

111,910

 

113,924

 

1,909

 

2,509

 

 

 

721,268

 

638,594

 

5,545

 

7,139

 

 

(c)    Electricity bought for resale

 

 

 

Consolidated
IFRS

 

 

 

09/30/2011

 

09/30/2010

 

From Itaipu Binacional

 

668,341

 

441,113

 

Spot market

 

278,521

 

186,478

 

Proinfa

 

149,053

 

121,015

 

‘Bilateral contracts’

 

390,536

 

314,555

 

Electricity acquired in Regulated Market auctions

 

1,493,380

 

1,758,936

 

Electricity acquired in the Free Market

 

468,560

 

86,512

 

Credits of Pasep and Cofins taxes

 

(245,505

)

(239,554

)

Others

 

 

9,486

 

 

 

3,202,886

 

2,678,541

 

 

d)    Operational provisions

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Pension plan premiums

 

8,052

 

(8,861

)

(280

)

(395

)

Allowance (reversal) for doubtful accounts receivable

 

103,000

 

75,709

 

 

 

Provision for employment-law claims

 

16,835

 

(9,335

)

 

(11,921

)

Provision for Aneel administrative proceedings

 

19,629

 

11,037

 

(5,199

)

2,193

 

Reversal for civil lawsuits — consumers

 

30,838

 

(53,442

)

2,132

 

(54,184

)

Provision (reversal) for civil lawsuits — tariff increases

 

18,091

 

126,273

 

17,005

 

(38,711

)

Inflationary profit

 

 

(3,970

)

 

(3,970

)

Other provisions

 

10,740

 

36,450

 

4,328

 

5,127

 

 

 

207,185

 

173,861

 

17,986

 

(101,861

)

 

56



Table of Contents

 

e)    Other operational expenses, net

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

Leasings and rentals

 

62,940

 

38,641

 

619

 

593

 

Advertising

 

9,807

 

21,019

 

471

 

87

 

Own consumption of electricity

 

15,256

 

7,960

 

 

 

Subsidies and donations

 

19,913

 

23,766

 

1,519

 

2,754

 

Aneel inspection charge

 

34,187

 

33,870

 

 

 

Licensing charge — TFDR (*)

 

22,482

 

27,114

 

 

 

Concessions for consideration

 

15,871

 

16,608

 

 

 

Taxes and charges (IPTU, IPVA and others)

 

14,909

 

16,003

 

117

 

222

 

Insurance

 

6,154

 

9,064

 

630

 

933

 

CCEE annual charge

 

4,842

 

3,648

 

3

 

3

 

Forluz — Current Administration expense

 

9,120

 

7,647

 

553

 

464

 

Net loss on deactivation and disposal of assets

 

10,744

 

 

2

 

 

Other expenses

 

9,627

 

82,455

 

10,193

 

7,220

 

 

 

235,852

 

287,795

 

14,107

 

12,276

 

 


(*)  TFDR = License Charge for Use or occupation of Land adjoining Highways.

 

24.                     NET FINANCIAL REVENUE (EXPENSES)

 

 

 

Consolidated
IFRS

 

Holding company
BRGAAP

 

 

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2010

 

FINANCIAL REVENUES

 

 

 

 

 

 

 

 

 

Interest income from cash investments

 

313,181

 

286,287

 

17,960

 

34,071

 

Late charges on electricity bills

 

108,214

 

103,108

 

 

 

Interest and monetary updating on accounts receivable from the Minas Gerais State Government

 

117,883

 

111,086

 

 

 

Foreign exchange variations

 

8,211

 

43,517

 

33

 

2

 

Pasep and Cofins taxes on financial revenues

 

(27,803

)

(26,254

)

(27,783

)

(26,410

)

Gains on financial instruments

 

16,338

 

 

 

 

Adjustment to present value

 

3,926

 

14,298

 

 

 

FIDC revenues

 

 

 

42,061

 

40,410

 

Monetary updating on taxes offsetable

 

71,144

 

79,611

 

 

5,129

 

Other

 

32,766

 

40,966

 

8,424

 

7,817

 

 

 

643,860

 

652,619

 

40,695

 

61,019

 

FINANCIAL EXPENSES

 

 

 

 

 

 

 

 

 

Interest on loans and financings

 

(1,025,697

)

(791,696

)

(29,545

)

(5,361

)

Foreign exchange variations

 

(18,674

)

(24,493

)

(8

)

(101

)

Monetary updating — loans and financings

 

(112,200

)

(82,228

)

 

 

Monetary updating — paid concessions

 

(17,275

)

(29,416

)

 

 

Adjustment to present value

 

(4,980

)

(547

)

 

 

Losses on financial instruments

 

 

(6,956

)

 

 

Charges and monetary updating on Post-employment obligations

 

(81,154

)

(70,572

)

(4,000

)

(3,482

)

Amortization of goodwill premium /discount on investments

 

(67,098

)

(47,714

)

(40,599

)

(35,286

)

Other

 

(149,789

)

(122,451

)

(8,841

)

(2,296

)

 

 

(1,476,867

)

(1,176,073

)

(82,993

)

(46,526

)

NET FINANCIAL REVENUE (EXPENSES)

 

(833,007

)

(523,454

)

(42,298

)

14,493

 

 

The Pasep and Cofins expenses apply to Interest on Equity.

 

57



Table of Contents

 

25.                     RELATED PARTY TRANSACTIONS

 

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

 

 

 

Holding company and consolidated

 

 

 

ASSETS

 

LIABILITIES

 

REVENUES

 

EXPENSES

 

COMPANIES

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

09/30/2010

 

09/30/2011

 

09/30/2011

 

Cemig D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

 

 

3,761

 

3,328

 

 

 

 

 

Interest on Equity, and dividends, paid

 

90,250

 

50,842

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

4,622

 

4,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig GT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

 

 

2,753

 

2,682

 

 

 

 

 

Interest on Equity, and dividends, paid

 

370,410

 

46,819

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

5,366

 

5,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity, and dividends, paid

 

 

35,487

 

 

 

 

 

 

 

Others

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minas Gerais State government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumers and traders (1)

 

8,549

 

8,619

 

 

 

66,060

 

63,495

 

 

 

Recoverable taxes — ICMS (2)

 

264,828

 

202,523

 

345,187

 

270,202

 

(2,616,639

)

(2,326,801

)

 

 

Accounts receivable from Minas Gerais state gov. — CRC (3)

 

1,788,353

 

1,837,088

 

 

 

75,822

 

70,676

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoverable taxes — ICMS (4) 

 

114,010

 

69,653

 

 

 

 

 

 

 

 

Consumers and traders (4)

 

25,016

 

39,893

 

 

 

 

 

 

 

 

Interest on Equity, and dividends, paid

 

 

 

125,713

 

251,426

 

 

 

 

 

Debentures (5)

 

 

 

45,535

 

37,083

 

 

 

(8,452

)

(3,422

)

Receivables fund (6)

 

 

 

795,358

 

890,517

 

 

 

 

 

Financings — Minas Gerais Development Bank (7)

 

 

 

15,172

 

15,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forluz

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations (8)

 

 

 

112,339

 

99,220

 

 

 

(92,662

)

(51,745

)

Personnel (9)

 

 

 

 

 

 

 

(45,562

)

(45,058

)

Current administration expense (10)

 

 

 

 

 

 

 

(9,120

)

(7,647

)

Others

 

 

 

20,200

 

62,640

 

 

 

(431

)

(419

)

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment obligations (8)

 

 

 

2,150,063

 

2,061,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrade Gutierrez S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light for Everyone (Luz para Todos) Program

 

 

 

1

 

3,352

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Light for Everyone (Luz para Todos) Program

 

 

3,449

 

1,628

 

883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Equity

 

113,669

 

97,258

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

 

 

776

 

677

 

 

 

 

 

Others

 

74

 

 

41

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affiliates and subsidiaries / Parent company

 

24,417

 

2,877

 

 

 

 

 

 

 

 

58



Table of Contents

 


Main material comments on the above transactions:

 

(1)

 

Refers to sale of energy to the government of the State of Minas Gerais — these transactions are made on terms equivalent to those that prevail in transactions with independent parties, considering that the price of the electricity is that defined by Aneel through a resolution referring to the company’s annual tariff adjustment.

(2)

 

The transactions in ICMS tax posted in the Quarterly Information refer to transactions for sale of electricity and are carried out in conformity with the specific legislation of the State of Minas Gerais.

(3)

 

Injection of the credits of the CRC into a Receivables Fund, in senior and subordinated units. For more information please see Explanatory Note 10.

(4)

 

A large portion of the amount refers to renegotiation of a debit originating from the sale of energy to Copasa, with payment scheduled up to September 2012, and financial updating by the IGP—M inflation index + 0.5%/month.

(5)

 

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

(6)

 

Senior units owned by third parties, in the amount of R$ 900,000, being amortized in 20 half-yearly installments, from June 2006, with monetary updating by the CDI rate plus interest of 1.7% p.a.  For more information please see Explanatory Note 10.

(7)

 

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

(8)

 

Some of the contracts of Forluz are adjusted by the IPCA (Expanded Consumer Price) Inflation Index of the IBGE (Brazilian Geography and Statistics Institute), and others are adjusted based on the Salary Adjustment Index of the employees of Cemig, Cemig GT and Cemig D, excluding productivity factors, plus 6% p.a., with amortization up to 2024.  For more information please see Explanatory Note 19.

(9)

 

Cemig’s contributions to the Pension Fund related to the employees participating in the Mixed Plan (see Explanatory Note 19), calculated on the monthly remunerations in accordance with the regulations of the Fund.

(10)

 

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

 

Compensation of key management personnel

 

Total compensation amounts paid to the members of the Board of Directors and the Chief Officers on September 30, 2011 and 2010 were as follows:

 

 

 

09/30/2011

 

09/30/2010

 

Monetary compensation

 

4,928

 

3,556

 

Profit shares

 

314

 

576

 

Post-employment benefits

 

345

 

248

 

Assistance benefits

 

78

 

59

 

Charges and funds associated with compensation payments

 

1,270

 

878

 

Total

 

6,935

 

5,317

 

 

26.                     FINANCIAL INSTRUMENTS, AND RISK MANAGEMENT

 

The Company’s Financial Instruments are restricted to the following: Cash and cash equivalents, short-term investments, accounts receivable from consumers and traders, account receivable from the Minas Gerais State Government, financial assets of concessions, loans and financings, obligations under debentures, and currency swaps, in which the gains and losses obtained in the transactions are fully recorded on an accrual basis.

 

59



Table of Contents

 

The Company’s financial instruments were recorded at fair value and are classified as follows:

 

·                  Financial instruments measured at fair value through profit or loss: Short-term cash investments; and derivative investments (as mentioned in item “b”). At each reporting date, these items are valued at fair value, and the gains or losses are recognized directly in the Profit and loss account.

 

·                  Loans and receivables: In this category are: Cash and cash equivalents (except financial investments), Receivables from consumers and traders; Concession holders — Transport of Electricity; Financial assets of the concession, and Credits from the Minas Gerais State government.    These assets are stated at their nominal realization value, which approximate to their fair values — given their short-term maturities.

 

·                  Loans and financings, and Obligations under debentures: These are measured at the amortized cost using the effective interest rates method.

 

·                  Financial instruments — Derivatives: These are valued at fair value and the gains or losses are recognized directly in the Profit and loss account.

 

 

 

09/30/2011

 

12/31/2010

 

Financial instruments by type

 

Book value

 

Fair value

 

Book value

 

Fair value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

 

 

 

 

Cash and banks

 

129,422

 

129,422

 

94,605

 

94,605

 

Receivable from consumers and traders

 

2,636,278

 

2,636,278

 

2,358,292

 

2,758,848

 

Concession holders — transport of energy

 

412,682

 

412,682

 

400,556

 

400,556

 

Linked deposits

 

1,299,836

 

1,299,836

 

1,027,206

 

1,027,206

 

Account receivable from the Minas Gerais State Government

 

1,788,353

 

1,788,353

 

1,837,088

 

1,837,088

 

Financial assets of the concession

 

8,178,802

 

8,178,802

 

7,941,088

 

7,941,088

 

Derivative instruments

 

338

 

338

 

 

 

 

 

14,445,711

 

14,445,711

 

13,658,835

 

14,059,391

 

Measured at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

Held for trading

 

 

 

 

 

 

 

 

 

Cash equivalents — Financial investments

 

3,722,202

 

3,722,202

 

2,885,088

 

2,885,088

 

Securities — short-term investments

 

89,341

 

89,341

 

321,858

 

321,858

 

 

 

3,811,543

 

3,811,543

 

3,206,946

 

3,206,946

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Valued at cost less amortization (loans and receivables):

 

 

 

 

 

 

 

 

 

Suppliers

 

1,232,594

 

1,232,594

 

1,138,350

 

1,138,350

 

Loans, financings and debentures

 

14,067,497

 

14,067,497

 

13,226,490

 

13,226,490

 

 

 

15,300,091

 

15,300,091

 

14,364,840

 

14,364,840

 

Measured at fair value through profit or loss:

 

 

 

 

 

 

 

 

 

Derivative instruments

 

26,143

 

26,143

 

69,271

 

69,271

 

 

 

15,326,234

 

15,326,234

 

14,434,111

 

14,434,111

 

 

a) Risk management

 

Corporate risk management is a management tool that is part of Corporate Governance practices and aligned with the planning process in setting the Company’s strategic business objectives.

 

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

 

One of the most important objectives of the Financial Risks Management Committee is to analyze an economic scenario as published by a firm of external consultants and to provide reasonable predictability to management with regard to the Company’s cash flow and financial position for a maximum future period of 12 months.

 

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

 

Exchange rate risk

 

Cemig and its jointly-controlled subsidiaries are exposed to market risk from adverse changes in foreign currency rates, primarily the US dollar and Euro against the Brazilian Real, which would affect our indebtedness, profit and cash flow. To reduce its exposure to adverse changes in foreign currency rates, on September 30, 2011 and December 31, 2010, Cemig had certain hedge contracts, which are described in more detail in item “b”.

 

The net exposure to exchange rates is as follows:

 

 

 

Consolidated and Holding company

 

Exchange rates exposure

 

09/30/2011

 

12/31/2010

 

US dollar

 

 

 

 

 

Financings

 

168,160

 

175,963

 

(+/-) Contracted derivative instruments

 

(32,887

)

(45,426

)

 

 

135,273

 

130,537

 

Other currencies

 

 

 

 

 

Financings — Euro

 

10,545

 

12,626

 

Others

 

2,692

 

2,675

 

 

 

13,237

 

15,301

 

Net liabilities exposed to interest rate risk

 

148,510

 

145,838

 

 

Derivative exposure sensitivity analysis

 

The Company estimates that, in a probable scenario, the exchange rates of foreign currencies against the Brazilian Real on September 30, 2012 will depreciate: by 9.16% for the dollar (to R$ 1.684/US$) and by -8.80% for the euro (to R$ 2.274/euro). The Company has made a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% and 50% increase in the Selic rate, compared to the variation assumed in the “Probable” scenario — designating these alternative scenarios as “Possible” and “Remote”, respectively.

 

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Foreign exchange rate exposure

 

Base scenario
09/30/2011

 

“Probable”
scenario

 

“Possible”
scenario: Foreign
currency
appreciation of
25%

 

“Remote”
scenario: Foreign
currency
appreciation of
50%

 

US dollar

 

 

 

 

 

 

 

 

 

Financings

 

168,160

 

152,750

 

210,200

 

252,240

 

(-) Contracted derivative instruments

 

(32,887

)

(29,873

)

(41,109

)

(49,331

)

 

 

135,273

 

122,877

 

169,091

 

202,909

 

Other currencies

 

 

 

 

 

 

 

 

 

Financings

 

 

 

 

 

 

 

 

 

Euro

 

10,545

 

9,617

 

13,181

 

15,818

 

Others

 

2,692

 

2,455

 

3,365

 

4,038

 

 

 

13,237

 

12,072

 

16,546

 

19,856

 

Net liabilities exposed to exchange rate risk

 

148,510

 

134,949

 

185,637

 

222,765

 

Net effect of exchange rate depreciation

 

 

 

13,561

 

(37,127

)

(74,255

)

 

Interest rate risk

 

Cemig and its jointly-controlled subsidiaries are exposed to the risk of increase in international interest rates, affecting Loans and financings in foreign currency with floating interest rates (principally Libor), in the amount of R$ 65,051 at September 30, 2011 (R$ 58,905 on December 31, 2010).

 

The table below demonstrates the Company’s net assets and liabilities exposed to a risk of increase in domestic Brazilian interest rates (variation in the Selic and CDI rates):

 

 

 

Consolidated
IFRS

 

Exposure to Brazilian interest rate changes

 

09/30/2011

 

12/31/2010

 

Assets

 

 

 

 

 

Cash and cash equivalents (Note 4)

 

3,722,202

 

2,885,088

 

Securities (Note 5)

 

89,341

 

321,858

 

 

 

3,811,543

 

3,206,946

 

Liabilities

 

 

 

 

 

Financings (Note 17)

 

(8,269,561

)

(7,655,139

)

Contracted derivative instruments for interest rates

 

(600,000

)

 

Contracted derivative instruments for exchange rates

 

(32,887

)

(45,426

)

 

 

(8,902,448

)

(7,700,565

)

Net liabilities exposed to interest rate risk

 

(5,090,905

)

(4,493,619

)

 

Derivative exposure sensitivity analysis

 

The Company estimates that, under a “Probable” scenario, the Selic rate on September 30, 2012 will be 10.00%. The Company has performed a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% and 50% increase in the Selic rate compared to the “Probable” scenario — considering these alternative scenarios, respectively, as “possible” and “remote”. Variation in the CDI rate accompanies the variation in the Selic rate.

 

The following scenarios are demonstrated in conformity with the Company’s basic, optimistic and pessimistic scenarios, as described in the Company’s Hedging Policy.

 

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09/30/2011

 

By September 30, 2012

 

Risk: Increase in Brazilian domestic interest rates

 

Base
scenario:
Selic 12.00%

 

“Probable”
scenario:
Selic 10.00%

 

“Possible”
scenario:
Selic 12.50%

 

“Remote”
scenario:Selic
15.00%

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 4)

 

3,722,202

 

4,094,422

 

4,187,477

 

4,280,532

 

Securities (Note 5)

 

89,341

 

98,275

 

100,509

 

102,742

 

 

 

3,811,543

 

4,192,697

 

4,287,986

 

4,383,274

 

Liabilities

 

 

 

 

 

 

 

 

 

Financings (Note 17)

 

(8,269,561

)

(9,096,517

)

(9,303,256

)

(9,509,995

)

+/- Contracted derivative instruments

 

(600,000

)

(657,600

)

(672,000

)

(686,400

)

Contracted derivative instruments for exchange rates

 

(32,887

)

(36,176

)

(36,998

)

(37,820

)

 

 

(8,902,448

)

(9,790,293

)

(10,012,254

)

(10,234,215

)

Net liabilities exposed to interest rate risk

 

(5,090,905

)

(5,597,596

)

(5,724,268

)

(5,950,941

)

Net effect of the variation in the Selic rate

 

 

 

(506,691

)

(633,363

)

(760,036

)

 

Credit risk

 

The risk for Cemig of losses on doubtful receivables is considered to be low. The Company carries out monitoring for the purpose of reducing default, on an individual basis, with its consumers. Negotiations are also entered into for receipt of any receivables in arrears.

 

In relation to the risk of losses resulting from insolvency of the financial institutions at which the Company has checking accounts, deposit accounts or investment accounts, a Cash Investment Policy was approved, and has been in force since 2004, in which each institution is analyzed according to criteria of current liquidity, degree of leverage, degree of default, profitability, and costs, and also analysis by three financial risk rating agencies. The institutions receive maximum limits of allocation of funds, and these are reviewed, both periodically and also in the event of any change in the macroeconomic scenarios of the Brazilian economy.

 

Energy scarcity risk

 

The electricity sold is generated, substantially, by hydroelectric power plants. A prolonged period of scarcity of rainfall could result in reduction of the volume of water in the reservoirs of the generation plants, limiting recovery of their volume, and resulting in losses as a result of increased costs for acquisition of energy, or reduction of revenues in the event of adoption of another rationing program, like the one put in place in 2001.

 

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Risk of non-renewal of concessions

 

The Company holds concessions for commercial operation of generation, transmission and distribution services, and its Management expects that the concessions will be renewed by the regulatory bodies, Aneel and/or the Mining and Energy Ministry. If the regulatory bodies do not grant the Company renewal rights for these concessions, or if they decide to renew the Company’s concessions under conditions which would impose additional costs (“concessions for consideration”), or if they set a price ceiling for energy sales, the future levels of profitability and operational activity could be adversely affected when compared to those experienced in prior years.

 

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

 

Liquidity risk

 

Cemig has sufficient cash flow to cover its short-term requirements and for its requirements for capital acquisitions and investments.

 

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

 

Even though the Company’s corporate risk management structure is decentralized and matrix-based, the monitoring process that governs this structure is performed by the Company’s Corporate Risk Management Unit, which generates material information with an overall perspective. This structure enables the corporate risk management process to interact with and consult other management groups such as the Corporate Governance Committee, the Budget Prioritization Committee, the Energy Risks Management Committee, the Insurable Risks Committee, the Control and Management Committee, and the Financial Risks Management Committee. The structure also provides measures to perform internal auditing functions and to ensure compliance with the laws as set out under Sarbanes-Oxley.

 

The Financial Risk Management Committee, in particular, has as its purpose the implementation of directives to control the financial risk of transactions that could compromise the Company’s liquidity and profitability.

 

From an operational perspective, Cemig adopts rigid and conservative principles in managing its cash flows, and indeed establishes financial covenants in its by-laws, which are more restrictive than those contained in the financing contracts, establishing minimum requirements for Net current assets for each one of its subsidiaries, stipulated at 5% of Ebitda.

 

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In its liquidity risk management, Cemig performs continuous, conservative monitoring of its cash flows from a budget-based perspective. Each month, the Company prepares both a 12-month forecast of the monthly activity for each subsidiary, and a 180-day forecast of the daily activity for each subsidiary in order to monitor its liquidity.

 

In accordance with the Company’s Cash Investment Policy, short-term investments must comply with certain conservative investing principles. No more than 20% of the Company’s total funds invested can be invested in exclusive private credit investment funds, without market risk. The rest of the Company’s investment portfolio must be invested directly in bank certificates of deposit (CDBs) or other investment transactions which earn interest at the CDI rate.

 

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

 

b) Financial instruments — Derivatives

 

The Company uses derivative financial instruments to protect its operations from exchange rate risk. Derivative financial instruments are not used for speculative purposes.

 

The principal amounts of derivative instruments are not presented in the balance sheet, since they refer to transactions that do not require cash principal payments to be made. As such, only the gains or losses related to these instruments are actually recorded. On September 30, 2010 the net result of the gains and losses on derivative instruments was a gain, of R$ 16,338, compared to loss of R$ 6,956 on September 31, 2010. Both were recorded in Financial revenue (expenses).

 

The Company has a Financial Risks Management Committee, which was created to monitor the financial risks in relation to volatility and trends of inflation indices, exchange rates and interest rates that affect its financial transactions and which could adversely affect the Company’s liquidity and profitability. This Committee aims, when implementing Action Plans, to set Guidelines for proactive operation in the environment of its financial risks.

 

Calculation of Fair Value of financial positions

 

The fair value of cash investments has been calculated taking into consideration the market values of each security, or market information available to perform such a calculation, and the future interest rates and foreign exchange rates applying to the Company’s securities. The market value of the security represents its value at maturity, discounted to present value using the factor obtained from the market yield curve in Reais.

 

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This table shows the derivative instruments contracted by the subsidiaries Cemig Distribuição and Madeira Energia on September 30, 2011.

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss

 

Accumulated effect

 

 

 

 

 

 

 

 

 

Value of principal contracted

 

Amount according to contract

 

Fair value

 

Amount
received

 

Amount paid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivable
by the
Company 

 

Payable by
the
Company

 

Maturity
period

 

Trading
market

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

30/06/2011

 

Cemig Distribuição SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US$

+ rate

(5.58% p.a.

to 7.14%

p.a.)

 

R$:

100% of CDI rate + from

1 5% p.a. to 3.01% p.a.

 

From

April 2009

to June 2013

 

Over-the-counter

 

US$ 

17,742

 

US$ 

27,263

 

(47,938

)

(69,366

)

(47,473

)

(70,565

)

 

(27,366

)

Rate of

11.47% p.a.

 

96% of

CDI rate

 

Maturity on May 10, 2013

 

Over-the-counter

 

R$ 

600,000

 

 

 

6,411

 

 

21,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Geração e Transmissão SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$:

 106.00% of CDI rate

 

R$or US$: greater of

48.00% of

CDI rate or monthly FX variation

 

In April 2010

 

Over-the-counter

 

 

 

R$ 

75,000

 

 

100

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Madeira Energia SA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R$:

IGP-M

 

R$: 5.86%

Fixed rate

 

In December, 2012

 

Over-the-counter

 

R$ 

120,000

 

R$ 

120,000

 

1,881

 

2,235

 

1,881

 

2,235

 

995

 

 

Euro

 

Future price variation of Euro

 

In February

2012

 

Options

 

R$ 

2,375

 

R$ 

2,375

 

41

 

44

 

41

 

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39,605

)

(66,987

)

(24,222

)

(68,186

)

995

 

(27,366

)

 

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

 

Derivative exposure sensitivity analysis

 

The derivative instrument described above shows that the Company is exposed to variation in the CDI rate, which is directly related to the Selic rate. The Company has made a sensitivity analysis to demonstrate the adverse financial effects which would occur in scenarios assuming an additional 25% and 50% increase in the Selic rate compared to the 10.00% increase assumed in the “probable” scenario. The Company has designated these alternative Selic rate increase scenarios as “Possible” and “Remote,” respectively.

 

a)              Risk: of CDI rate differing from the Base Scenario

 

 

 

Base scenario :
09/30/2011
12.00%

 

“Probable”
scenario

10.00%

 

“Possible”
scenario

12.50%

 

“Remote”
scenario

15.00%

 

Risk:

Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 100.00% of CDI rate

 

32,887

 

36,176

 

36,998

 

37,820

 

Net effect of the variation in the CDI rate

 

 

 

(3,289

)

(4,111

)

(4,933

)

 

 

 

 

 

 

 

 

 

 

Risk: Increase in US$ exchange rate

 

 

 

 

 

 

 

 

 

Contracts updated at 100.00% of CDI rate

 

32,887

 

29,873

 

41,109

 

49,331

 

Net effect of variation of US$

 

 

 

3,014

 

(8,222

)

(16,444

)

 

 

 

 

 

 

 

 

 

 

Net effect

 

 

 

(6,303

)

4,111

 

15,511

 

 

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

 

 

 

Base scenario
09/30/2011

 

“Probable”
scenario

 

“Possible”
scenario

 

“Remote”
scenario

 

Risk: Increase in Brazilian domestic interest rates

 

 

 

 

 

 

 

 

 

Contracts updated at 100.00% of CDI rate

 

600,000

 

657,600

 

672,000

 

686,400

 

Net effect of the variation in the CDI rate

 

 

 

(57,600

)

(72,000

)

(86,400

)

 

 

 

 

 

 

 

 

 

 

Risk — Fixed interest rate

 

 

 

 

 

 

 

 

 

Contracts updated at 11.47% p.a.

 

600,000

 

668,820

 

668,820

 

668,820

 

Net effect of variation of US$

 

 

 

(68,820

)

(68,820

)

(68,820

)

 

 

 

 

 

 

 

 

 

 

Net effect

 

 

 

11,220

 

(3,180

)

(17,580

)

 

Value and type of margin guarantees

 

The Company does not make margin deposits for derivative instruments.

 

c) Capital management

 

This table gives the ratio of net debt to adjusted capital:

 

 

 

09/30/2011

 

12/31/2010

 

Total liabilities

 

23,821,064

 

22,079,701

 

Cash and cash equivalents

 

(3,851,624

)

(2,979,693

)

Net debt

 

19,969,440

 

19,100,008

 

 

 

 

 

 

 

Total stockholders’ equity

 

13,119,246

 

11,476,133

 

Accumulated amounts in equity related to cash flow hedges

 

(3,437

)

772

 

Adjusted Capital

 

13,115,809

 

11,476,905

 

Net debt / Adjusted Capital

 

1.52

 

1.66

 

 

27.                     FAIR VALUE MEASUREMENTS

 

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

 

·                  Level 1.  Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

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·                  Level 2. Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

·                  Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

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

 

 

 

 

 

Fair value at September 30, 2011

 

Item

 

Balance at
September
30,

2011

 

Active market -
quoted price
(Level 1)

 

No active market -
Valuation
technique (Level
2)

 

No active market -
Equity security (Level
3)

 

Assets

 

 

 

 

 

 

 

 

 

Cash equivalents

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

3,362,753

 

 

3,362,753

 

 

Treasury Financial Notes (LFTs)

 

73,916

 

73,916

 

 

 

Treasury Notes

 

10,632

 

10,632

 

 

 

Securities

 

 

 

 

 

 

 

 

 

Bank certificates of deposit

 

89,341

 

 

89,341

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Swap contracts

 

26,143

 

 

26,143

 

 

 

Calculation of Fair Value of financial positions

 

a) Cash Equivalents and short-term investments: The fair value of cash equivalents is calculated taking into consideration the market prices of the security, or market information that makes such calculation possible, the future fixed-income market, and the FX rates applicable to similar securities. The market value of the security corresponds to its maturity value discounted to present value using the risk-free interest rate by the discount factor obtained from the market yield curve in Reais.

 

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

 

28.                    STATEMENTS OF ADDED VALUE (DVAs)

 

In accordance with a requirement applied by the CVM to listed companies, and with the status of additional information for the purposes of IFRS, the Company has prepared individual and consolidated statements of added value.

 

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

 

29.                     SUBSEQUENT EVENTS

 

a)              Capital increase in Madeira Energia S.A.

 

Madeira Energia S.A., a jointly-controlled subsidiary of Cemig GT (Cemig Geração e Transmissão), in an Extraordinary General Meeting of Stockholders on October 18, 2011, approved an increase in the Company’s capital through issue of 507,000,000 (five hundred and seven million) new common shares, nominal and without par value, for issue price of R$ 1.00 (one Real) each, totaling R$ 507,000. The shares issued were subscribed in full by the existing stockholders, in proportion to their holdings, and fully paid-up on October 25, 2011.  After the capital increase the share capital of Madeira, totally subscribed and paid-up, was R$ 2,181,100, divided into 2,181,100,000 (two billion one hundred eighty one million one hundred thousand) nominal common shares without par value.

 

b)              Acquisition of Norte Energia S.A.

 

In October 2011 the Boards of Directors of Cemig (Companhia Energética de Minas Gerais) and Light S.A. (“Light”) approved acquisition of 9.77% of the share capital of Norte Energia S.A., the company that owns the concession to build and operate the Belo Monte Hydroelectric Plant. The acquisition is being made by Amazônia Energia, a company in which Light holds 51% of the common (ON) shares and Cemig GT holds 49% of the ON shares and 100% of the preferred (PN) shares. The total price to be paid for the acquisition of the shares in NESA is R$ 118,691, and refers to reimbursement of the total amount injected into the company by the vendors, updated by the IPCA index to October 26, 2011.

 

c)              Issue of Promissory Notes by Taesa

 

A meeting of the Board of Directors of Taesa on October 4, 2011 and an Extraordinary General Meeting of its Stockholders on October 10, 2011, approved the fourth issue of Commercial Promissory Notes (in a single series) by Taesa, with nominal unit value of R$ 5,000, totaling, on the issue date, up to R$ 1,400,000, for public distribution, with restricted placement efforts, in the terms of CVM Instruction 476, under the regime of firm guarantee of placement. The proceeds will be used for acquisition, by the Company, of assets belonging to the Abengoa Group, and to strengthen the Company’s cash position, and, if necessary, to pre-pay debts of subsidiary companies.

 

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d)              Early settlement of the CRC Contract

 

On November 9, 2011 the Company informed its stockholders and the market in general that it is in talks with the Government of the State of Minas Gerais directed toward the possibility of early settlement of the “CRC Account” — the “Results Compensation Account” or Contrato de Cessão de Crédito do Saldo Remanescente da Conta de Resultados a Compensar.  The negotiation which is in progress, when concluded, will also be submitted for approval to the competent regulatory bodies.

 

e)              Tariff Adjustment — Light

 

On November 1, 2011, at a public meeting of its Council, Aneel approved the result of the 2011 Tariff Adjustment for Light SESA. The result homologated by Aneel was for an upward adjustment of 6.57%, made up of two components: (i) A structural element, resulting in an increase of 7.21%, comprising the non-manageable (Portion A) costs; and the manageable (Portion B) costs; and (ii) the financial element, of —0.64%, which will be in effect until October 2012. Removing the financial component present in the existing tariffs of Light in effect up to that date, of —1.33%, the proposal represents an average tariff increase for final consumers of 7.82%. A highlight is that the variation in Portion A costs (Generation, Transmission and Sector Charges), of 7.33%, was influenced by the high variation in Sector Charges, of 21.36% in the period. Among these (Sector Charges) the highlight is the Global Reversion Reserve (RGR), which was increased by 1,688.95%, due to its extension until 2035 by Law 12431/2011. Another charge with a significant change was the System Service Charge (ESS), which increased by 19.66% due to costs associated with the dispatch of thermal plants out of their normal merit priority order, due to electricity security as determined by Electricity Sector Monitoring Committee (CMSE).

 

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30.                     FINANCIAL STATEMENTS SEPARATED BY COMPANY, AT SEPTEMBER 30, 2011

 

ITEM

 

HOLDING

 

CEMIG - GT

 

CEMIG-D

 

LIGHT

 

ETEP, ENTE,
ERTE, EATE,

 

GASMIG

 

CEMIG
TELECOM

 


CARVALH

 

ROSAL

 

OTHERS

 

ELIMINATIONS
AND

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

14,303,504

 

15,537,842

 

11,074,880

 

2,699,947

 

1,309,328

 

887,767

 

409,480

 

189,417

 

151,299

 

1,458,662

 

(11,081,816

)

36,940,310

 

Cash and cash equivalents

 

99,372

 

2,281,724

 

951,885

 

114,970

 

18,678

 

79,505

 

76,306

 

15,697

 

11,736

 

201,751

 

 

3,851,624

 

Accounts receivable

 

 

655,530

 

1,911,446

 

404,387

 

40,003

 

164,279

 

 

10,474

 

3,470

 

128,185

 

(178,467

)

3,139,307

 

Securities – short-term investments

 

 

80,477

 

 

6,242

 

 

 

 

 

 

1,622

 

 

89,341

 

Taxes

 

458,761

 

1,025,573

 

1,373,784

 

318,264

 

12,679

 

76,766

 

37,862

 

3,075

 

178

 

92,507

 

 

3,399,449

 

Other assets

 

1,854,283

 

268,214

 

1,347,682

 

155,363

 

50,734

 

29,525

 

26,970

 

4,294

 

68

 

74,617

 

156,163

 

3,967,913

 

Investments/ PP&E / Intangible / Financial assets of concession

 

11,891,088

 

11,226,324

 

5,490,083

 

1,700,721

 

1,187,234

 

537,692

 

268,342

 

155,877

 

135,847

 

958,980

 

(11,059,512

)

22,492,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

14,303,504

 

15,537,842

 

11,074,880

 

2,699,947

 

1,309,328

 

887,767

 

409,480

 

189,417

 

151,299

 

1,458,662

 

(11,081,816

)

36,940,310

 

Suppliers and supplies

 

4,623

 

213,794

 

816,680

 

154,359

 

3,978

 

37,889

 

7,311

 

1,759

 

1,902

 

45,650

 

(55,349

)

1,232,596

 

Loans, financings and debentures

 

38,876

 

7,836,784

 

3,495,527

 

940,528

 

410,343

 

137,978

 

96,050

 

 

 

316,053

 

795,358

 

14,067,497

 

Interest on Equity, and dividends, payable

 

624,563

 

370,410

 

90,250

 

 

9,368

 

16,268

 

 

16,310

 

3,650

 

69,479

 

(575,735

)

624,563

 

Post-retirement obligations

 

99,115

 

437,462

 

1,389,511

 

269,922

 

 

 

 

 

 

 

66,392

 

 

2,262,402

 

Taxes

 

109,481

 

1,328,611

 

1,535,414

 

167,963

 

108,879

 

35,181

 

12,417

 

45,549

 

1,516

 

76,420

 

 

3,421,431

 

Other liabilities

 

307,600

 

506,234

 

942,560

 

300,349

 

38,945

 

179,312

 

8,129

 

2,094

 

1,948

 

109,178

 

(183,774

)

2,212,575

 

Stockholders’ equity

 

13,119,246

 

4,844,547

 

2,804,938

 

866,826

 

737,815

 

481,139

 

285,573

 

123,705

 

142,283

 

775,490

 

(11,062,316

)

13,119,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

259

 

3,370,405

 

6,123,877

 

1,336,976

 

220,560

 

332,969

 

93,474

 

36,385

 

28,669

 

275,416

 

(346,038

)

11,472,952

 

Operational costs and expenses

 

(82,155

)

(1,471,188

)

(5,194,720

)

(1,171,163

)

(33,430

)

(267,393

)

(76,664

)

(9,519

)

(8,950

)

(152,859

)

355,599

 

(8,112,442

)

Electricity bought for resale

 

 

(428,971

)

(2,230,438

)

(643,381

)

 

 

 

(403

)

(354

)

(53,819

)

154,480

 

(3,202,886

)

Charges for the use of the basic transmission network

 

 

(179,159

)

(497,579

)

(90,976

)

 

 

 

(4

)

(2,077

)

(13,808

)

175,060

 

(608,543

)

Gas purchased for resale

 

 

 

 

 

 

(235,785

)

 

 

 

 

 

(235,785

)

Construction cost

 

 

(50,784

)

(739,349

)

(145,144

)

(11,070

)

 

 

 

 

(15,641

)

 

(961,988

)

Personnel

 

(35,667

)

(215,575

)

(542,052

)

(51,697

)

(7,147

)

(11,877

)

(19,954

)

(864

)

(1,020

)

(11,451

)

 

(897,304

)

Employee profit shares

 

(2,105

)

(16,337

)

(51,992

)

 

 

 

(80

)

(159

)

(72

)

(4

)

 

(70,749

)

Post-retirement obligations

 

(6,326

)

(20,838

)

(65,498

)

 

 

 

 

 

 

 

 

(92,662

)

Materials

 

(158

)

(13,411

)

(43,840

)

(4,753

)

357

 

(949

)

(281

)

(161

)

(155

)

(1,230

)

 

(64,581

)

Services provided by third parties

 

(5,545

)

(101,310

)

(486,275

)

(79,177

)

(11,004

)

(3,918

)

(15,853

)

(1,880

)

(1,763

)

(26,427

)

11,884

 

(721,268

)

Charges for use of water resources

 

 

(107,768

)

 

 

 

 

 

(1,615

)

(939

)

(2,755

)

 

(113,077

)

Depreciation and amortization

 

(262

)

(273,806

)

(284,224

)

(72,443

)

(1,929

)

(15,373

)

(27,426

)

(4,090

)

(3,229

)

(17,780

)

 

(700,562

)

Operational provisions

 

(17,986

)

(8,637

)

(113,208

)

(63,596

)

 

 

(867

)

(13

)

976

 

(3,854

)

 

(207,185

)

Other expenses, net

 

(14,106

)

(54,592

)

(140,265

)

(19,996

)

(2,637

)

509

 

(12,203

)

(330

)

(317

)

(6,090

)

14,175

 

(235,852

)

Operational profit before Equity gains/losses and Finandal revenue/expenses

 

(81,896

)

1,899,217

 

929,157

 

165,813

 

187,130

 

65,576

 

16,810

 

26,866

 

19,719

 

122,557

 

9,561

 

3,360,510

 

Net financial revenue (expenses)

 

(42,298

)

(508,523

)

(170,380

)

(85,860

)

(30,549

)

4,389

 

(2,023

)

555

 

952

 

730

 

 

(833,007

)

Profit before income tax and Social Contribution

 

(124,194

)

1,390,694

 

758,777

 

79,953

 

156,581

 

69,965

 

14,787

 

27,421

 

20,671

 

123,287

 

9,561

 

2,527,503

 

Income tax and Social Contribution tax

 

(68,208

)

(401,542

)

(224,559

)

(25,204

)

(26,055

)

(22,934

)

(7,551

)

(9,249

)

(1,280

)

(34,466

)

 

(821,048

)

Profit (loss) for the period

 

(192,402

)

989,152

 

534,218

 

54,749

 

130,526

 

47,031

 

7,236

 

18,172

 

19,391

 

88,821

 

9,561

 

1,706,455

 

 

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31.                     PROFIT AND LOSS ACCOUNTS SEPARATED BY ACTIVITY, AT SEPTEMBER 30, 2011

 

 

 

ENERGIA ELÉTRICA

 

 

 

 

 

 

 

 

 

 

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

GAS

 

TELECOMUNICATIONS

 

OTHER

 

ELIMINATIONS

 

TOTAL

 

NET OPERATIONAL REVENUE

 

2,773,162

 

1,023,020

 

7,572,880

 

332,969

 

93,474

 

33,122

 

(355,675

)

11,472,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(429,618

)

 

(2,927,748

)

 

 

 

154,480

 

(3,202,886

)

Charges for use of transmission system

 

(195,813

)

(146

)

(596,835

)

 

 

 

184,251

 

(608,543

)

Gas purchased for resale

 

 

 

 

(235,785

)

 

 

 

(235,785

)

Total cost of electricity and gas

 

(625,431

)

(146

)

(3,524,583

)

(235,785

)

 

 

338,731

 

(4,047,214

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(113,052

)

(111,913

)

(598,195

)

(11,877

)

(19,954

)

(42,313

)

 

(897,304

)

Employees’ profit shares

 

(11,210

)

(5,361

)

(51,992

)

 

(80

)

(2,106

)

 

(70,749

)

Private pension plan entity

 

(14,003

)

(6,835

)

(65,498

)

 

 

(6,326

)

 

(92,662

)

Materials

 

(7,992

)

(6,023

)

(48,994

)

(949

)

(281

)

(342

)

 

(64,581

)

Raw materials and inputs for generation

 

 

 

 

 

 

 

 

 

Outsourced services

 

(77,536

)

(54,630

)

(572,715

)

(3,918

)

(15,853

)

(8,945

)

12,329

 

(721,268

)

Depreciation and amortization

 

(288,952

)

(3,458

)

(364,953

)

(15,373

)

(27,426

)

(400

)

 

(700,562

)

Operational provisions

 

(3,509

)

(2,025

)

(182,741

)

 

(867

)

(18,043

)

 

(207,185

)

Charges for use of water resources

 

(113,077

)

 

 

 

 

 

 

(113,077

)

Construction cost

 

 

(62,763

)

(899,225

)

 

 

 

 

(961,988

)

Other

 

(34,957

)

(25,754

)

(163,372

)

509

 

(12,203

)

(13,529

)

13,454

 

(235,852

)

Total cost of operation

 

(664,288

)

(278,762

)

(2,947,685

)

(31,608

)

(76,664

)

(92,004

)

25,783

 

(4,065,228

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1,289,719

)

(278,908

)

(6,472,268

)

(267,393

)

(76,664

)

(92,004

)

364,514

 

(8,112,442

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit (loss)

 

1,483,443

 

744,112

 

1,100,612

 

65,576

 

16,810

 

(58,882

)

8,839

 

3,360,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net financial revenue (expenses)

 

(229,242

)

(301,905

)

(264,677

)

4,389

 

(2,023

)

(39,549

)

 

(833,007

)

Pre-tax profit

 

1,254,201

 

442,207

 

835,935

 

69,965

 

14,787

 

(98,431

)

8,839

 

2,527,503

 

Income tax and Social Contribution tax

 

(368,164

)

(63,577

)

(276,716

)

(22,934

)

(5,688

)

(81,571

)

 

(818,650

)

Deferred income tax and Social Contribution tax

 

42,336

 

(78,374

)

26,469

 

 

(1,863

)

9,034

 

 

(2,398

)

PROFIT (LOSS) FOR THE YEAR

 

928,373

 

300,256

 

585,688

 

47,031

 

7,236

 

(170,968

)

8,839

 

1,706,455

 

 

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Table of Contents

 

ECONOMIC AND FINANCIAL PERFORMANCE — CONSOLIDATED

 

(A)       The first nine months of 2011 (9M11)

 

In the first nine months of 2011 (“9M11”) Cemig reported consolidated net profit of R$ 1,706,455, 7.54% more than the profit of  R$ 1,586,850 for the first nine months of 2010 (9M10). The increase mainly reflects the higher revenue due to volume of electricity sold being 7.31% higher year-on-year, in turn mainly due to higher industrial activity and higher sales and trading activity by the Company; and also to Revenue from Use of the electricity Distribution Systems (the TUSD) 31.33% higher, due to the recovery in industrial activity, and migration of captive clients to the Free Market.

 

Ebitda

(method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in 9M11 was 17.22% higher than in 9M10.

 

Ebitda - R$ ‘000

 

09/30/2011

 

09/30/2010

 

Change, %

 

Profit for the period

 

1,706,455

 

1,586,850

 

7.54

 

+ Provision for current and deferred income tax and Social Contribution tax

 

821,048

 

670,160

 

22.52

 

+/- Net financial revenue (expenses)

 

833,007

 

523,454

 

59.14

 

+ Depreciation and amortization

 

700,562

 

683,917

 

2.43

 

= EBITDA

 

4,061,072

 

3,464,381

 

17.22

 

Non-recurring items:

 

 

 

 

 

 

 

+ Settlement with Rima Industrial S.A.

 

 

177,592

 

 

+ ICMS tax: low-income consumers

 

 

25,702

 

 

+ PPD Permanent Voluntary Retirement Program

 

12,532

 

21,992

 

(43.02

)

= ADJUSTED EBITDA

 

4,073,604

 

3,689,667

 

10.41

 

 

Ebitda

 

 

The higher Ebitda in 9M11 than in 9M10 mainly reflects revenue 12.76% higher, partially offset by operational costs and expenses (excluding depreciation and amortization) 10.46% higher.

 

With the higher operational costs and expenses in 9M11 than in 9M10, Ebitda margin was slightly higher, at 34.05% in 9M11, than in 9M10 (35.40%).

 

 

Revenue from supply of electricity

 

Gross revenue from supply of electricity in 9M11 was R$ 12,385,692, 11.67% more than in 9M10 (R$ 11,091,052).

 

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Final consumers

 

Revenue from electricity sold to final consumers, excluding the Company’s own consumption, was R$10,935,119 in 9M11, 11.46% more than in 9M10 (R$ 9,810,520). The main factors in this result are:

 

·                  The volume of energy invoiced to final consumers (excluding Cemig’s own consumption) was 8.90%% higher.

·                  There was a tariff increase for Cemig D with average effect on consumer tariffs of 7.24%, effective April 8, 2011.

·                  There were price adjustments in contracts for sale of electricity to Free Consumers, most of which are indexed to the IGP—M inflation index.

·                  Is spite of these effects, revenue was adversely impacted by effects arising from regulatory assets and liabilities, that were transferred to the tariffs in the periods concerned.

 

Electricity sold to final consumers (MWh)

(Data not reviewed by external auditors)

 

 

 

MWh

 

Consumption by consumer category

 

3Q11

 

3Q10

 

Change %

 

Residential

 

8,084,461

 

7,343,299

 

10.09

 

Industrial

 

19,448,044

 

18,149,884

 

7.15

 

Commercial, services and others

 

5,209,218

 

4,558,053

 

14.29

 

Rural

 

1,964,539

 

1,859,940

 

5.62

 

Public authorities

 

892,066

 

789,045

 

13.06

 

Public illumination

 

1,022,971

 

907,086

 

12.78

 

Public service

 

1,077,285

 

1,009,757

 

6.69

 

Total

 

37,698,584

 

34,617,064

 

8.90

 

 

Wholesale revenue

 

The volume of electricity sold to other concession holders in 2011 was 3.98% higher than in 2010, and average price in these sales was 3.85% higher, at R$ 112.43/MWh in 2011, compared to R$ 108.26/MWh in 2010. As a result, revenue from wholesale supply to other concession holders was 7.99% higher year-on-year, at R$ 1,180,555 in 2011, than in 2010 (R$ 1,093,238). Volume of electricity sold to other concession holders in 9M11 totaled 10,500,241 MWh, compared to 10,098,398 in 9M10.

 

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Revenue from use of the electricity distribution systems (TUSD)

 

Revenue of Cemig D and Light from the TUSD in 9M11 was R$ 1,464,781, 31.33% more than in 9M10 (R$ 1,115,336). This revenue comes from charges made to Free Consumers on energy sold by other agents of the electricity sector, and its increase arises from a higher volume of transport of energy for free consumers, a consequence of the recovery of industrial activity and of migration of captive clients to the free market.

 

Revenue from use of the transmission grid

 

Gross revenue from supply of electricity in 9M11 was R$ 1,121,388, 12.32% more than in 9M10 (R$ 998,398).

 

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

 

The increase in this revenue in 2011 is mainly due to monetary updating on the transmission assets of Taesa, providing a gain in the Profit and loss account of R$ 177,9811. This updating arises from publication of the updating index for the tariffs of Taesa as from July 2011, an increase of 9.77%.

 

Deductions from revenue

 

Gross revenue from supply of electricity in 9M11 was R$ 5,138,451, 14.15% more than in 9M10 (R$ 4,501,406). The main variations in these deductions from revenue between the two years are as follows:

 

The Fuel Consumption Account — CCC

 

Gross revenue from supply of electricity in 9M11 was R$ 525,687, 40.79% more than in 9M10 (R$ 373,371). This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared (prorated) between electricity concession holders, on a basis set by an Aneel Resolution.

 

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This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion relating to transmission services the Company merely acts as a channel for the CCC — it charges the amount to Free Consumers on their invoices and passes it on to Eletrobrás. The variation in this cost arises, principally, from the change in the method of calculation of charge, which now makes good the difference between the total cost of generation of electricity in the isolated systems and the average cost of electricity sold in the Regulated Market.

 

Energy Development Account — CDE

 

The deduction from revenue for the CCC account in 9M11 was R$ 383,398, 20.76% more than in 9M10 (R$ 317,478). These payments are specified by a Resolution issued by the regulator, Aneel.

 

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

 

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

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding net financial revenue/expenses) in 9M11 totaled R$ 8,112,442, an increase of 9.72% compared to the expenses of R$ 7,393,781 in 9M10. This is mainly due to increases in the costs of Electricity bought for resale, and Outsourced services. There is more information on this in Explanatory Note 23 to the Consolidated Quarterly Information.

 

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These are the main variations in expenses:

 

Electricity bought for resale

 

The expense on electricity bought for resale in 9M11 was R$ 3,202,886, 19.58% more than in 9M10 (R$ 2,678,541). The higher amount is basically due to a higher volume of selling activity by Cemig GT — partially reduced by a lower average price of electricity, which contributed to increasing the Company’s revenue. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. There is more information on this in Explanatory Note 23 to the Consolidated Quarterly Information.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in 9M11 was R$ 608,543, compared to R$ 552,682 in 9M08, an increase of 10.11%.

 

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

 

Depreciation and amortization

 

Depreciation and amortization was 2.43% higher year-on-year: R$ 700,562 in 9M11, compared to R$ 683,917 in 9M10. The increase effectively reflects the Company’s increased investment program, mainly in the distribution business.

 

Post-retirement benefits

 

The expense on post-employment obligations in 9M11 was R$ 92,662, 79.07% more than the expense of R$ 51,745 posted in 9M10. This expense represents the updating of the obligation, calculated in accordance with an actuarial opinion prepared by external consultants. The increase reflects the increased proportional equity interest in the subsidiary Light.

 

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Operational provisions

 

Operational provisions in 9M11 totaled R$ 207,185, 19.17% more than in9M10 (R$ 173,861). This variation mainly reflects the provision for doubtful accounts being 36.05% higher (at R$ 103,000 in 2011, vs. R$ 75,709 in 2010), and the higher provision for employment-law contingencies (a provision of R$ 16,835 in 2011 vs. a reversal of provision of R$ 9,335 in 2010). The increase in operational provisions was partially offset by the reduction in the provision made for lawsuits challenging tariff increases (which was R$ 126,273 in 2010, but R$ 18,091 in 2011). The provision made in 2010 arises primarily from a court settlement with an industrial consumer to terminate a legal action relating to the tariff increase ordered by DNAEE Ministerial Order 045 of 1986.  For more information see Explanatory Note 23 to the Consolidated Quarterly Information.

 

Gas purchased for resale

 

The expense on gas bought for resale in 9M11 was R$ 235,785, 44.93% more than the expense of R$ 162,685, in 9M10. The change basically reflects the higher quantity bought in 9M11 than in 9M10, reflecting a higher quantity of gas sold by Gasmig in 2011, due to greater industrial activity.

 

Net financial revenue (expenses)

 

Net financial expenses in 9M11 were R$ 833,007, compared to R$ 523,454 in 9M10.

 

The main factors in this result are:

 

·                  Higher expenses on costs of loans: R$ 1,025,697 in 9M11, compared to R$ 791,696 in 9M10. The higher figure reflects entry of new financings and also the higher aggregate CDI rate in 9M11 than in 9M10 — the result of the increase in the Selic Rate by the Central Bank. Funds raised in 9M11 total R$ 1,329,994. See Explanatory Note 17.

·                  Increase in the expense on monetary variation on Loans in Brazilian currency: R$ 112,200 in 9M11, compared to R$ 82,228 in 9M10. This increase is due, substantially, to the higher volume of funds indexed to the IPCA index in 9M11 than in 9M10.

·                 Net loss on FX variations in 9M11, in the amount of R$ 10,463, compared to a net gain of R$ 19,024 in 9M10, arising basically from loans and financings in foreign currency indexed to the US dollar and to the Yen. The result is mainly due to the variations in the exchange rates for the dollar and the euro in the two periods. The US dollar appreciated against the Real by 11.30% in 9M11, but over the whole period of 9M10 it depreciated by 2.70%. The Euro, in 9M11, appreciated by 11.93% against the Real, while over 9M10 it depreciated by 7.85%.

 

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

 

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Income tax and Social Contribution

 

In 9M11, Cemig posted expenses on income tax and Social Contribution tax of R$ 821,048, which was 32.48% of the pre-tax profit of R$ 2,527,503. In 9M10, Cemig posted expenses on income tax and Social Contribution tax of R$ 670,160, which was 29.69% of the pre-tax profit of R$ 2,257,010. These effective rates are reconciled with the nominal rates in Note 8 to the Consolidated Quarterly Information.

 

ECONOMIC AND FINANCIAL PERFORMANCE

 

(B)       The first nine months of 2011 (9M11)

 

PROFIT AND LOSS ACCOUNTS FOR

THE THIRD QUARTERS OF 2011 AND 2010

 

 

 

3Q11

 

3Q10

 

REVENUES

 

4,047,343

 

3,654,528

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

Personnel

 

(293,134

)

(264,864

)

Employees’ and managers’ profit shares

 

(46,659

)

(52,490

)

Post-retirement benefits

 

(30,887

)

(16,392

)

Materials

 

(17,351

)

(31,023

)

Outsourced services

 

(252,294

)

(233,741

)

Electricity bought for resale

 

(1,110,782

)

(1,099,770

)

Depreciation and amortization

 

(238,376

)

(246,055

)

Charges for use of water resources

 

(38,728

)

(37,831

)

Provisions (reversals) for operational losses

 

(100,359

)

33,272

 

Charges for the use of the basic transmission grid

 

(226,293

)

(191,304

)

Gas purchased for resale

 

(92,954

)

(61,603

)

Construction costs

 

(266,550

)

(397,543

)

Other operational expenses, net

 

(70,569

)

(59,099

)

 

 

(2,784,936

)

(2,658,443

)

 

 

 

 

 

 

Operational profit/loss before Equity gain/loss and Financial revenue/expenses

 

1,262,407

 

996,085

 

 

 

 

 

 

 

Net financial revenue (expenses)

 

(293,753

)

(167,171

)

 

 

 

 

 

 

Profit before income tax and Social Contribution

 

968,654

 

828,914

 

 

 

 

 

 

 

Current income tax and Social Contribution

 

(275,397

)

(233,289

)

Deferred income tax and Social Contribution

 

(36,010

)

64,045

 

PROFIT FOR THE PERIOD

 

657,247

 

659,670

 

 

 

 

 

 

 

Profit attributable to stockholders

 

657,247

 

659,670

 

 

Net profit for 3Q11

 

Cemig reported 3Q11 net profit of R$ 657,247, which was 0.37% lower than its net profit of R$ 659,670 in 3Q10.

 

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Ebitda

(method of calculation not reviewed by external auditors)

 

Cemig’s Ebitda in 3Q11 was 20.82% higher than in 3Q10. Adjusted for non-recurring items, Ebitda was 21.34% higher year-on-year.

 

Ebitda - R$ ‘000 

 

3Q11

 

3Q10

 

Change
%

 

Profit for the period

 

657,247

 

659,670

 

(0.37

)

+ Income tax and Social Contribution expense

 

311,407

 

169,243

 

84.00

 

- Net financial revenue (expenses)

 

293,753

 

167,171

 

75.72

 

+ Depreciation and amortization

 

238,376

 

246,055

 

1.26

 

EBITDA

 

1,500,783

 

1,242,140

 

20.82

 

Non-recurring items:

 

 

 

 

 

 

 

+ PPD Permanent Voluntary Retirement Program

 

2,313

 

(3,386

)

 

= ADJUSTED EBITDA

 

1,503,096

 

1,238,754

 

21.34

 

 

Ebitda

 

 

The higher Ebitda in 3Q11 than in 3Q10 mainly reflects revenue 10.75% higher, partially offset by Operational costs and expenses (excluding Depreciation and amortization) 5.56% higher.

 

Higher Ebitda was reflected in Ebitda margin, which was 37.08% in 3Q11, increased from 33.99% in 3Q10.

 

Revenues

 

 

 

Consolidated
IFRS

 

 

 

3Q11

 

3Q10

 

Revenue from supply of electricity

 

4,327,548

 

3,883,719

 

Revenue from use of the electricity distribution systems (TUSD)

 

561,196

 

418,935

 

Revenue from use of the transmission grid

 

447,811

 

350,750

 

Construction revenue

 

268,344

 

397,907

 

Other operational revenues

 

233,593

 

184,740

 

Deductions from operational revenue

 

(1,791,149

)

(1,581,523

)

Net operational revenue

 

4,047,343

 

3,654,528

 

 

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Revenue from supply of electricity

 

 

 

MWh (*)

 

R$

 

 

 

3Q11

 

3Q10

 

Change %

 

3Q11

 

3Q10

 

Change %

 

Residential

 

2,634,924

 

2,475,266

 

6.45

 

1,378,182

 

1,185,334

 

16.27

 

Industrial

 

6,700,287

 

6,521,231

 

2.75

 

1,145,903

 

1,042,107

 

9.96

 

Commercial, services and others

 

1,667,721

 

1,492,038

 

11.77

 

753,475

 

655,503

 

14.95

 

Rural

 

816,157

 

748,867

 

8.99

 

204,788

 

177,317

 

15.49

 

Public authorities

 

284,032

 

269,547

 

5.37

 

131,076

 

117,141

 

11.90

 

Public illumination

 

356,047

 

310,552

 

14.65

 

94,866

 

78,456

 

20.92

 

Public service

 

368,322

 

355,252

 

3.68

 

112,929

 

104,141

 

8.44

 

Subtotal

 

12,827,490

 

12,172,753

 

5.38

 

3,821,219

 

3,359,999

 

13.73

 

Own consumption

 

13,461

 

14,499

 

(7.16

)

 

 

 

Subsidy for low-income consumers

 

 

 

 

18,611

 

32,030

 

(41.90

)

Uninvoiced supply, net

 

 

 

 

3,901

 

15,671

 

(75.11

)

 

 

12,840,951

 

12,187,252

 

5.36

 

3,843,731

 

3,407,700

 

12.80

 

Wholesale supply to other concession holders

 

3,678,429

 

3,671,488

 

0.19

 

367,750

 

426,723

 

(13.82

)

Transactions in energy on the CCEE

 

854,317

 

597,554

 

42.97

 

103,651

 

42,798

 

142.19

 

Sales under the Proinfa program

 

39,465

 

21,709

 

81.79

 

12,416

 

6,498

 

91.07

 

Total

 

17,413,162

 

16,478,003

 

5.68

 

4,327,548

 

3,883,719

 

11.43

 

 


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

 

Revenue from supply of electricity in 3Q11 was R$ 4,327,548, 11.43% more than in 3Q10 (R$ 3,883,719).

 

The main factors affecting revenue in 3Q11 were:

 

·                  Tariff increase for Cemig D with average effect on consumer tariffs of 7.24%, starting from April 8, 2011.

 

·                  Volume of energy invoiced to final consumers 5.38% higher (this excludes Cemig’s own internal consumption).

 

The volume of electricity sold to other concession holders was 0.19% higher, and average price in these sales was 13.99% lower, at R$ 99.97/MWh in 3Q11, compared to R$ 116.23/MWh in 3Q10. Accordingly, revenue from wholesale supply to other concession holders was 13.82% lower year-on-year, at R$ 367,750 in 3Q11, than in 3Q10 (R$ 426,723). The volume of electricity sold to other concession holders in 3Q11 was 3,678,429 MWh, compared with 3,671,488 MWh in 3Q10.

 

Revenue from use of the electricity distribution systems (TUSD)

 

The revenue from the TUSD (Tariff for Use of the Distribution System) received by Cemig D and Light was 33.96% higher in 3Q11, at R$ 561,196, compared to R$ 418,935 in 3Q10. This revenue comes principally from charges to free consumers on the electricity sold by other agents of the electricity sector.

 

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Revenue from use of the transmission grid

 

The Revenue from Use of the Transmission Grid in 3Q11 was 27.67% higher than in 3Q10:  R$ 447,811 in 3Q11, compared to R$ 350,750 in 3Q10. The increase is mainly due to monetary updating on the transmission assets of Taesa, providing a gain in the income statement of Cemig of R$ 177,981. This updating arises from publication of the updating index for the tariffs of Taesa as from July 2011, an increase of 9.77%.

 

Deductions from operational revenue

 

The taxes and charges applicable to revenue in 3Q11 totaled R$ 1,791,149, an increase of 13.25% in comparison to their total of R$ 1,581,523 in 3Q10. The main variations in these deductions from revenue between the two years are as follows:

 

The Fuel Consumption Account — CCC

 

The deduction from revenue for the CCC was R$ 190,141 in 3Q11, 28.21% more than in 3Q10 (R$ 148,300). This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared (prorated) between electricity concession holders, on a basis set by an Aneel Resolution. The variation in this cost arises, principally, from the change in the method of calculation of charge, which now makes good the difference between the total cost of generation of electricity in the isolated systems and the average cost of electricity sold in the Regulated Market.

 

Energy Development Account — CDE

 

The payments of the CDE are set by a resolution issued by the regulator, Aneel, and were 28.17% higher in 3Q11 than in 3Q10. The deduction from revenue for the CDE in the first nine months of 2011 (9M11) was R$ 138,123, compared to R$ 107,769 in 9M10.

 

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

 

Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding Financial revenue (expenses)) in 3Q11 were R$ 2,784,936, 4.76% more than in 3Q10 (R$ 2,658,443). This mainly reflects the variation in operational provisions: in 3Q10 there was a reversal of provisions of R$ 33,272, while in 3Q11 new provisions were made totaling R$ 100,359.

 

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These are the main variations in expenses:

 

Operational provisions

 

Expenses on operational provisions in 3Q11 were R$ 100,359, compared to R$ 33,272 in 3Q10. The main factor is a higher provision for losses in civil lawsuits in 2011. In 3Q11 Cemig added provisions of R$ 37,485 for civil lawsuits, which compares with a reversal of provisions, of R$ 40,395, in 3Q10.  The provision in 2011 arises from review of the amounts provisioned up to the previous quarter.

 

Charges for use of the transmission grid

 

Expenses on charges for the use of the transmission grid were R$ 226,293 in 3Q11, 18.29% more than in 3Q10 (R$ 191,304).

 

Gas purchased for resale

 

The expense on gas bought for resale in 3Q11 was R$ 92,954, 50.89% more than the expense of R$ 61,603 in 3Q10. The change is basically caused by the higher quantity bought in 3Q11 than in 3Q10, reflecting a higher quantity of gas sold by Gasmig in 2011, due to greater industrial activity.

 

Net financial revenue (expenses)

 

Net financial expenses in 3Q11 were R$ 293,753, 75.72% more than in 3Q10 (R$ 167,171). The main factors in the difference between financial revenues/expenses in 3Q11 and 3Q10 are:

 

·                  Higher expenses on costs of loans: R$ 357,496 in 3Q11, compared to R$ 293,987 in 3Q10. The higher figure is basically due to the higher variation in the CDI rate in 3Q11 than in 3Q10. In 3Q11 the variation resulting from the CDI rate was 3.01%, while in 3Q10 it was 2.61%.

 

·                  Net loss on FX variations in 3Q11, in the amount of R$ 23,182, compared to a net gain of R$ 23,318 in 3Q10, arising basically from loans and financings in foreign currency indexed to the US dollar. This is mainly due to the variation in the exchange rate for the dollar in the two periods. In 3Q11 the dollar appreciated by 18.79% against the Real, while in 3Q10 it depreciated by 5.96%.

 

Income tax and Social Contribution

 

In 3Q11 Cemig’s expenses on income tax and the Social Contribution totaled R$ 311,407, on profit of R$ 968,654 before tax effects, a percentage of 32.15%. In 3Q10, the Company’s expenses on income tax and the Social Contribution were R$ 169,243, on pre-tax profit of R$ 828,914, a percentage of 20.42%.

 

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OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

 

(Data not reviewed by external auditors)

 

Investor Relations

 

In 2010, through strategic activities aiming to enable investors and stockholders to make a correct valuation of our businesses and our prospects for growth and addition of value, we increased Cemig’s exposure to the Brazilian and global capital markets as a leading company in its sector.

 

We keep up a constant and proactive flow of communication with Cemig’s investor market, strengthening our credibility, seeking to increase interest in our securities and ensure that investors are satisfied with them.

 

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

 

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

 

At the end of May, for the 15th year running, we held our now traditional Cemig Meeting with the Capital Markets and Investors, together with Apimec, the Brazilian Capital Markets and Analysts’ Association, in the town of Belo Horizonte, Minas Gerais, where these professionals once again had the opportunity to interact with the Company’s directors and principal executives.

 

Corporate governance

 

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

 

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

 

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

 

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

 

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

 

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

·                  — consolidated ratio (Net debt) / (Net debt + Stockholders’ equity): maximum of 40%.

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

·                  — consolidated funds allocated to capital expenditure in each business year to be limited to 40% of Ebitda (exceptionally, 65% in 2006 and 55% in 2007).

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

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

 

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

 

·                  — consolidated debt: maximum of 2.5 times Ebitda.

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

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

 

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Board of Directors

 

Meetings

 

Our Board of Directors met 27 times in 2010, to discuss strategic planning, expansion projects, acquisition of new assets, and various other investments, among other subjects.

 

Membership, election and period of office

 

The present Board of Directors was elected on April 29, 2010, by the cumulative voting method, as specified by Article 141 of Law 6404 of December 15, 1976, as amended.

 

The periods of office of the present members of the Board of Directors expire at the Annual General Meeting of Stockholders to be held in 2012.

 

Principal responsibilities and attributions:

 

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

 

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

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

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

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

 

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

 

The Board of Directors’ Support Committee;

The Corporate Governance and Sustainability Committee;

The Human Resources Committee;

The Strategy Committee;

The Committee for Business Development and Corporate Control of Subsidiaries and Affiliates; and,

The Finance, Audit and Risks Committee.

 

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Qualification and compensation

 

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

 

Information on the composition of the Board of Directors, and the résumés of its members, is available on our website: http://ri.cemig.com.br .

 

Audit Committee

 

Further to our being subject to Brazilian Corporate Law, we decided, in relation to the requirements of Sarbanes-Oxley, to which we are subject due to our shares being registered with the US Securities and Exchange Commission (SEC), to opt for the exemption allowed by Rule 10-3A of the Exchange Act (regulated by SEC Release 82-1234) which accepts the use of the Audit Board to carry out the functions of the Audit Committee specified by the Sarbanes-Oxley law.

 

The Executive Board

 

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

 

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

 

The periods of office of the present Chief Officers expire at the first meeting of the Board of Directors held after the Ordinary General Meeting of Stockholders of 2012.

 

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

 

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

 

·                  current management of the company’s business, complying with the Bylaws, the Long-Term Strategic Plan, the Multi-year Strategic Implementation Plan and the Annual Budget; and

 

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·                  decision, for items with total amounts less than R$ 14 million, on any disposal of goods, loans or financings; charges on any of the company’s property, plant or equipment; guarantees to third parties; or other legal acts or transactions.

 

The Executive Board normally meets weekly. In 2010 it held 65 meetings.

 

The Audit Board

 

Meetings

 

The Audit Board held 11 meetings in 2010.

 

Membership, election and period of office

 

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

 

·                  one elected by the holders of the preferred shares;

·                  one elected by holders of common shares other than those of the controlling group and representing at least 10% of the registered capital; and

·                  three elected by the majority stockholder.

 

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

 

Principal responsibilities and attributions:

 

Further to our being subject to Brazilian Corporate Law (Law 6404 of December 15, 1976, as amended), we decided, in relation to the requirements of Sarbanes-Oxley, to which we are subject due to our shares being registered with the US Securities and Exchange Commission (SEC), to opt for the exemption allowed by Rule 10-3A of the Exchange Act (regulated by SEC Release 82-1234) which accepts the Audit Board to carry out the functions of the Audit Committee specified by the Sarbanes-Oxley law

 

Qualification and compensation

 

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

 

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The Sarbanes-Oxley  Law

 

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

 

A link was established between the controls and the potentially significant accounting records, in the financial statements for 2009, and the design of the processes and key controls for ensuring mitigation of the risks associated with preparation and disclosure of the financial statements was validated for the year ended December 31, 2009.

 

Management of corporate risks

 

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

 

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

 

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

 

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

 

Functional structure

 

The principal determining factor in the option adopted for functional structure is decentralized management by risk managers. This expresses the corporative and matricial

 

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

 

Challenges

 

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

 

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

 

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

 

Statement of Ethical Principles and Code of Professional Conduct

 

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

 

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

 

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

 

The Ethics Committee

 

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

 

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

 

With the start, in December 2006, of availability of our Anonymous Information Channel on the corporate intranet — to receive, submit and process accusations of irregular practices, such as financial fraud, undue appropriation of assets, receipt of irregular advantages or illegal contracting — we took one more step for the company in the direction of improving transparency, correct behavior and the concept of corporate governance within Cemig. This new instrument of corporate governance improves the management of our employees and of our business, and reaffirms our ethical principles.

 

The Statement of Ethical Principles and Code of Professional Conduct of Cemig is based on 11 Principles, which express the ethical conduct and values incorporated into its culture. It is available on our website: http http://ri.cemig.com.br.

 

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POSITION OF STOCKHOLDERS WITH MORE THAN 5% OF THE VOTING STOCK ON SEPTEMBER 30, 2011

 

STOCKHOLDERS

 

COMMON SHARES

 

%

 

PREFERRED SHARES

 

%

 

TOTAL SHARES

 

%

 

State of Minas Gerais

 

151,993,292

 

50.96

 

 

0.00

 

151,993,292

 

22.27

 

Other entities of Minas Gerais State

 

40,197

 

0.01

 

7,057,472

 

1.84

 

7,097,669

 

1.00

 

Total, controlling stockholder

 

152,033,489

 

50.97

 

7,057,472

 

1.84

 

159,090,961

 

23.31

 

AGC Energia S.A.

 

98,321,592

 

32.96

 

 

0.00

 

98,321,592

 

14.41

 

 

Note: The stockholder AGC Energia S.A. is 100% controlled by Andrade Gutierrez Concessões S.A., a company registered for listing with the CVM (Brazilian Securities Commission).

 

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

 

 

 

ON SEPTEMBER 30, 2011

 

ON SEPTEMBER 30, 2010

 

 

 

ON

 

PN

 

ON

 

PN

 

CONTROLLING STOCKHOLDER

 

152,033,489

 

7,057,472

 

152,033,489

 

7,057,472

 

BOARD OF DIRECTORS

 

2,324

 

1,188

 

22

 

480

 

Adriano Magalhães Chaves

 

1

 

 

1

 

 

Antônio Adriano Silva

 

1

 

 

1

 

 

Arcângelo Eustáquio Torres Queiroz

 

1

 

 

1

 

 

Cezar Manoel de Medeiros

 

1

 

 

1

 

 

Djalma Bastos de Morais

 

 

55

 

 

55

 

Dorothea Fonseca Furquim Werneck

 

1

 

 

 

 

Eduardo Borges de Andrade

 

 

1

 

 

 

Fernando Henrique Schüffner Neto

 

 

424

 

 

424

 

Francelino Pereira dos Santos

 

1

 

 

1

 

 

Franklin Moreira Gonçalves

 

1

 

 

1

 

 

Guilherme Horta Gonçalves Junior

 

1

 

 

1

 

 

Guy Maria Villela Paschoal

 

11

 

 

11

 

 

João Camilo Penna

 

1

 

1

 

1

 

1

 

Lauro Sérgio Vasconcelos David

 

1

 

 

1

 

 

Leonardo Maurício Colombini Lima

 

1

 

 

 

 

Luiz Carlos Costeira Urquiza

 

1

 

 

 

 

Marco Antônio Rodrigues da Cunha

 

1

 

 

1

 

 

Maria Estela Kubitschek Lopes

 

1

 

 

1

 

 

Newton Brandão Ferraz Ramos

 

1

 

 

 

 

Otávio Marques de Azevedo

 

 

1

 

 

 

Paulo Márcio de Oliveira Monteiro

 

 

421

 

 

 

Paulo Roberto Reckziegel Guedes

 

 

1

 

 

 

Paulo Sérgio Machado Ribeiro

 

96

 

1

 

 

 

Renato Torres de Faria

 

 

1

 

 

 

Ricardo Antônio Mello Castanheira

 

1

 

 

 

 

Ricardo Coutinho de Sena

 

 

1

 

 

 

Saulo Alves Pereira Júnior

 

 

1

 

 

 

Tarcísio Augusto Carneiro

 

2.201

 

280

 

 

 

 

 

 

STOCKHOLDING POSITION

 

 

 

ON SEPTEMBER 30, 2011

 

ON SEPTEMBER 30, 2010

 

NAME

 

ON

 

PN

 

ON

 

PN

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE BOARD

 

9

 

696

 

7

 

479

 

Djalma Bastos de Morais

 

 

55

 

 

55

 

Arlindo Porto Neto

 

1

 

 

1

 

 

Fernando Henrique Schüffner Neto

 

 

424

 

 

424

 

Frederico Pacheco de Medeiros

 

1

 

 

 

 

Fuad Jorge Noman Filho

 

 

 

 

 

José Carlos de Mattos

 

 

 

 

 

José Raimundo Dias Fonseca

 

 

 

 

 

Luiz Fernando Rolla

 

6

 

 

6

 

 

Luiz Henrique de Castro Carvalho

 

 

 

 

 

Luiz Henrique Michalick

 

 

217

 

 

 

Maria Celeste Morais Guimarães

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUDIT BOARD

 

4,400

 

 

 

 

Aliomar Silva Lima

 

 

 

 

 

Ari Barcelos da Silva

 

 

 

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

 

 

 

 

 

Helton da Silva Soares

 

 

 

 

 

Luiz Guaritá Neto

 

 

 

 

 

Marcus Eolo de Lamounier Bicalho

 

 

 

 

 

Newton de Moura

 

 

 

 

 

Rafael Cardoso Cordeiro

 

4,400

 

 

 

 

Thales de Souza Ramos Filho

 

 

 

 

 

Vicente de Paulo Barros Pegoraro

 

 

 

 

 

 

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FREE FLOAT (SHARES IN CIRCULATION)

(OTHER THAN SHARES OWNED BY THE STATE OF MINAS GERAIS) (*)

 

DATE

 

COMMON SHARES

 

%

 

PREFERRED SHARES

 

%

 

TOTAL
SHARES

 

%

 

30.09.2011

 

146,233,846

 

49.03

 

376,794,638

 

98.09

 

523,028,484

 

76.64

 

30.09.2010

 

146,229,446

 

49.03

 

376,794,855

 

98.09

 

523,024,301

 

76.64

 

 

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REPORT ON REVIEW OF THE QUARTERLY INFORMATION

 

To the Board of Directors and Stockholders of

Companhia Energética de Minas Gerais — Cemig

Belo Horizonte, Minas Gerais

 

Introduction

 

We have reviewed the interim individual and consolidated accounting information of Companhia Energética de Minas Gerais — Cemig, contained in the Quarterly Information (ITR) Form, relating to the quarter ending September 30, 2011. This comprises the statement of financial position at September 30, 2011 and the related profit and loss accounts and statements of comprehensive income for the periods of three and nine months ended on that date, and the statements of changes in stockholders’ equity and of cash flows for the nine-month period ended on that date, including the summary of the principal accounting policies and the other Explanatory Notes.

 

The management is responsible for preparation of the individual interim accounting statements in accordance with Technical Pronouncement CPC 21 (R1) — Interim Statements; for preparation of the consolidated interim accounting information in accordance with CPC 21 (R1) and the international rules of IAS 34 — Interim Financial Reporting, issued by the International Accounting Standards Board — IASB; and also for the presentation of that information in compliance with the rules issued by the Brazilian Securities Commission (CVM — Comissão de Valores Mobiliários) that are applicable to preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review.

 

Scope of the review

 

We have conducted our review in accordance with the Brazilian and international rules on review of interim information (NBC TR 2410 — Review of Interim Information by the Entity’s Auditor, and ISRE 2410 — Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of the interim information consists of: asking of questions, principally of the people responsible for the financial and accounting subjects; and application of analytical procedures and other procedures of review. The scope of a review is significantly less than that of an audit conducted in accordance with the rules of auditing and, consequently, did not enable us to be certain that we became aware of all the significant subjects that could be identified in an audit. Thus, we have not expressed an audit opinion.

 

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Conclusion on the individual interim accounting information

 

Based on our review, we have not become aware of any fact that could lead us to believe that the individual interim accounting information included in the Quarterly Information has not been prepared, in all material aspects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR) and presented in a way that is compliant with the rules issued by the CVM.

 

Conclusion on the consolidated interim accounting information

 

Based on our review, we are not aware of any fact that could lead us to believe that the consolidated interim accounting information included in the Quarterly Information referred to above has not been prepared, in all material aspects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Quarterly Information (ITR) and presented in a way that is compliant with the rules issued by the CVM.

 

Emphasis

 

The indirectly jointly-controlled subsidiary Madeira Energia S.A. (Mesa) and its subsidiary have incurred expenses related to development of the project for construction of the Santo Antonio hydroelectric power plant which, in accordance with the financial projections prepared by its Management, should be absorbed by the future revenues from the operations. Realization of the fixed asset constituted by the said expenditure, which on September 30, 2011 totaled R$ 10,316 million, will, in accordance with management’s expectations, take place as from the start of operation, planned for December 2011. The proportional amount of Fixed assets relating to the Company was R$ 1,031.6 million on September 30, 2011.

 

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Other matters

Interim information on added value

 

We have also reviewed the individual and consolidated interim statements of added value (DVAs) for the period of nine months ended on September 30, 2011, prepared under the responsibility of the management, presentation of which in the interim information is required under the rules of the CVM applicable to preparation of the Quarterly Information (ITR), and which is considered to be supplementary information under IFRS, which do not require presentation of the DVA. These statements were submitted to the same procedures of review described above and, based on our review, we are not aware of any fact that would lead us to believe that they were not prepared, in all material aspects, in accordance with the individual and consolidated interim information taken as a whole.

 

Belo Horizonte, November 11, 2011

 

KPMG Auditores Independentes

CRC SP014428/O-6-F-MG

 

Marco Túlio Fernandes Ferreira

Accountant — CRCMG058176/O-0

 

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2.     Summary of Minutes of the 522nd Meeting of the Board of Directors, November 18, 2011

 

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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

522ND MEETING

 

Date, time and place:

 

November 18, 2011 at 11 a.m. at the company’s head office,

 

 

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

 

 

 

Meeting Committee:

 

Chair:

Dorothea Fonseca Furquim Werneck;

 

 

Secretary:

Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

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

 

II                            The Chair reported that the Board Members Luiz Carlos Costeira Urquiza, Ricardo Antônio Mello Castanheira and Renato Torres de Faria had resigned as members of the Board, as per letters in the Company’s possession.

 

III                        The Board approved:

 

a)             The proposal, by Board Member Marco Antonio Rodrigues da Cunha, that the members of the Board of Directors should authorize the Chair to call an Extraordinary General Meeting of Stockholders to be held on December 21, 2011, at 3 p.m.; and in the event of there not being a quorum, to make second convocation within the legal period, for the following purposes:

 

1                  Decision on the matters in item IV, below.

 

2                  Change in the composition of the Board of Directors, as a result of resignations.

 

3                  Change to the Bylaws to alter the attributions of the Chief Counsel and the Chief Institutional Relations and Communication Officer, examined by this Board at its meeting held on October 6, 2011.

 

b)            The minutes of this meeting.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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IV                       The Board submitted proposals to the Extraordinary General Meeting of Stockholders:

 

a)             to change the Company’s Bylaws, to:

 

1                  adapt them to the minimum clauses of the new Regulations for Level I Differentiated Corporate Governance Practices of the BM&FBovespa (São Paulo Stock, Commodities and Futures Exchange);

 

2                  change the wording of Subclause “c” of Clause 17, to improve the drafting, to provide it with greater clarity and scope, in accordance with the principle of transparency in Corporate Governance; and

 

3                  change the wording of §1º of Clause 17, to improve the drafting relating to delegation by the Board of Directors, to the Executive Board, of powers to enter into contracts and other legal transactions with related parties; and

 

b)            for orientation of the representatives of Cemig at the Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A., to be held on the same date as the Extraordinary General Meeting of Stockholders of Cemig, to vote in favor of:

 

1                  change in the composition of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig; and

 

2                  change in the Bylaws, to improve the drafting of Subclause “c” of Clause 12, to provide it with greater clarity and scope, in accordance with the principle of transparency in corporate governance; and of §2º of Article 12, relating to delegation by the Board of Directors, to the Executive Board, of powers in relation to entering into contracts and other legal transactions with related parties.

 

The following were present:

 

Board members:

 

Dorothea Fonseca Furquim Werneck, Saulo Alves Pereira Junior, Antônio Adriano Silva, Renato Torres de Faria, Francelino Pereira dos Santos, Cezar Manoel de Medeiros, João Camilo Penna, Newton Brandão Ferraz Ramos,

 

Paulo Roberto Reckziegel Guedes, Djalma Bastos de Morais, Adriano Magalhães Chaves, Arcângelo Eustáquio Torres Queiroz, Paulo Márcio de Oliveira Monteiro, Guy Maria Villela Paschoal, Marco Antonio Rodrigues da Cunha, Maria Estela Kubitschek Lopes, Tarcísio Augusto Carneiro;

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

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3.               Summary of Principal Decisions of the 523rd Meeting of the Board of Directors, December 1, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

 CNPJ 17.155.730/0001-64

NIRE 31300040127

 

BOARD OF DIRECTORS

 

523rd MEETING, HELD ON DECEMBER 1, 2011

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 523rd meeting, held on December 1, 2011, the Board of Directors of Companhia Energética de Minas Gerais – Cemig, made the following decisions:

 

1.          Orientation of vote in meetings of Empresa Amazonense de Transmissão de Energia (EATE) for increase of the registered capital of Lumitrans Companhia Transmissora de Energia Elétrica (Lumitrans).

 

2.          Orientation of vote in meetings of Empresa Amazonense de Transmissão de Energia (EATE) for increase of the registered capital of Sistema de Transmissão Catarinense S.A. (STC).

 

3.          Orientation of vote in meetings of Empresa Paraense de Transmissão de Energia S.A. (ETEP) for increase of the registered capital of Empresa Santos Dumont de Energia S.A. (ESDE).

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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4.               Summary of Minutes of the 523rd Meeting of the Board of Directors, December 1, 2011

 

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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 523RD MEETING

 

Date, time and place:

December 1, 2011 at 2.30 p.m. at the company’s head office,

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

 

 

 

Meeting Committee:

Chairman:

 Dorothea Fonseca Furquim Werneck;

 

Secretary:

 Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

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

 

II                The Chair reported that Business Development Committee had examined the matters on the agenda, and had recommended approval of all of them.

 

III            The Board approved the minutes of this meeting.

 

IV           The Board gave orientation for votes by representatives of Cemig in favor of the agenda:

 

a)              — at the meeting of the Board of Directors, and the Extraordinary General Meeting of Stockholders, of Amazonense de Transmissão de Energia S.A. — EATE, that decide on the increase in the share capital of Lumitrans (Lumitrans Companhia Transmissora de Energia Elétrica); and on the subscription and paying up of the related shares and the consequent alteration of Clause 5 of the Bylaws of Lumitrans;

 

b)             — at the meeting of the Board of Directors, and the Extraordinary General Meeting of Stockholders, of EATE (Empresa Amazonense de Transmissão de Energia S.A.) that decide on the increase in the share capital of STC (Sistema de Transmissão Catarinense S.A.); and on the subscription and paying up of the related shares and the consequent alteration of Clause 5 of the Bylaws of STC; and

 

c)              — at the meeting of the Board of Directors, and the Extraordinary General Meeting of Stockholders, of ETEP (Empresa Paraense de Transmissão de Energia S.A.) that decide on the increase in the share capital of ESDE (Empresa Santos Dumont de Energia S.A.); and on the subscription and paying up of the related shares; and the consequent alteration of Clause 5 of the Bylaws of ESDE.

 

V                The Chair, and members of the Board, spoke on general matters and business of interest to the Company.

 

The following were present:

 

Board members:

 

Dorothea Fonseca Furquim Werneck, Djalma Bastos de Morais, Antônio Adriano Silva, Arcângelo Eustáquio Torres Queiroz, Guy Maria Villela Paschoal, João Camilo Penna, Maria Estela Kubitschek Lopes, Paulo Roberto Reckziegel Guedes,

 

Saulo Alves Pereira Junior, Adriano Magalhães Chaves, Cezar Manoel de Medeiros, Franklin Moreira Gonçalves, Lauro Sérgio Vasconcelos David, Marco Antonio Rodrigues da Cunha, Paulo Sérgio Machado Ribeiro, Tarcísio Augusto Carneiro;

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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5.     Market Announcement —  Acquisition of Abengoa Assets Completed, dated December 1, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

Acquisition of Abengoa assets completed

 

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

 

On November 30, 2011 the Cemig affiliated company Transmissora Aliança de Energia Elétrica S.A. (“Taesa”) concluded the acquisition of the following assets of Abengoa (“the Acquisition”), as per the disclosure in the Material Announcement published June 2, 2011:

 

(i)                         50% of the shares held by Abengoa Concessões Brasil Holding S.A. in the share capital of:

Abengoa Participações Holding S.A.,

 

the company which  owns 100% (one hundred per cent) of the share capital of the following transmission companies:

STE — Sul Transmissora de Energia S.A.,

ATE Transmissora de Energia S.A.,

ATE II Transmissora de Energia S.A., and

ATE III Transmissora de Energia S.A.;   and

 

(ii)                      100% of the shares held by Abengoa Concessões Brasil Holding S.A. and by Abengoa Construção Brasil Ltda. in:

NTE — Nordeste Transmissora de Energia S.A.

 

In compliance with the rules governing price in the share purchase agreement signed with the Abengoa Group, Taesa paid, for the Acquisition, a total of R$ 1,162,886,530.72 (one billion, one hundred sixty two million eight hundred eighty six thousand, five hundred thirty Reais and seventy two centavos), using the proceeds of its fourth issue of promissory notes, settlement of which took place on November 29, 2011, as per the market announcement published November 25, 2011.

 

Belo Horizonte, December 1, 2011

 

Arlindo Porto Neto

Acting Chief Finance and Investor Relations Officer.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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6.     Summary of Principal Decisions of the 524th Meeting of the Board of Directors, December 6, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

BOARD OF DIRECTORS

 

524th MEETING, HELD ON DECEMBER 6, 2011

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 524th meeting, held on December 6, 2011, the Board of Directors of Companhia Energética de Minas Gerais – Cemig, made the following decisions:

 

1.     Contracting of services for issuance of promissory notes.

 

2.     Issuance of promissory notes.

 

3.     Concession of guarantees to the issue of promissory notes by Cemig D.

 

4.     Concession of guarantees to the issue of promissory notes by Cemig GT.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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7.     Summary of Minutes of the 524th Meeting of the Board of Directors, December 6, 2011

 

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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

524TH MEETING

 

Date, time and place:

 

December 6, 2011 at 9.00 a.m. at the company’s head office,

 

 

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

 

 

 

Meeting Committee:

 

Chair: Dorothea Fonseca Furquim Werneck;

 

 

Secretary: Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

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

 

II                            The Chair reported that Business Development Committee had examined the matters on the agenda, and had recommended approval of them.

 

III                        The Board approved the minutes of this meeting.

 

IV                       The Board authorized:

 

1                 a)     Opening of Administrative Proceedings for Exemption from Tender, and contracting of BB-Banco de Investimento S.A., Banco Bradesco-BBI S.A., Banco BTG Pactual S.A., Banco Itaú BBA S.A., HSBC Corretora de Títulos e Valores Mobiliários S.A. and Banco Votorantim S.A. as managers of Cemig’s 4th issue of commercial promissory notes, under the regime of firm subscription guarantee, with restricted placement efforts as per Instruction 476/2009 of the CVM (the Brazilian Securities Commission) (CVM Instruction 476/2009).

 

b)             Contracting of a mandated bank and custodian for the 4th issue of promissory notes.

 

c)              Registry of the issue for distribution in the primary market and for trading in the secondary market on the Cetip Organized Markets.

 

d)             Payment of all the costs inherent to and indispensable for carrying out the issue.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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2                 a)     The fourth issue of commercial promissory notes by Cemig (“the Promissory Notes”, and “the Issuer”, respectively) for public distribution, with restricted placement efforts, as per CVM Instruction 476/2009, as amended, CVM Instruction 134, of November 1, 1990, as amended, and other applicable regulations, having as target public qualified investors, as defined in Article 109 of CVM Instruction 409/2004, as amended, taken with Article 4 of CVM Instruction 476 (Qualified Investors), with the following characteristics:

 

Issuer:

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

Lead Manager:

 

BB Banco de Investimento S.A.

 

 

 

Managers:

 

Banco Bradesco BBI S.A., Banco BTG Pactual S.A., Banco Itaú BBA S.A., HSBC Corretora de Títulos e Valores Mobiliários S.A. and Banco Votorantim S.A., and other financial institutions indicated by the Lead Manager by common agreement with the Managers and approved by the Issuer as a result of any process of syndication.

 

 

 

Use of proceeds:

 

Acquisition of assets and replenishment of the Company’s cash position as a result of investments made.

 

 

 

Volume of the issue:

 

Up to six billion five hundred million Reais.

 

 

 

Number of series:

 

Single series.

 

 

 

Nominal unit value:

 

Ten million Reais, on the date of issue.

 

 

 

Quantity of Promissory Notes: Up to six hundred and fifty.

 

 

 

Placement procedure and regime: Public distribution, with restricted placement efforts, on an organized over-the-counter market administered and operated by Cetip S.A. — Organized Markets, under the regime of firm guarantee of subscription by the Lead Manager and the Managers.

 

 

 

Form:

 

The Notes will be issued in nominal and physical form and be held on deposit at the Mandated Bank, a financial institution qualified to provide custody services, and will be transferable by signed endorsement simply transferring ownership. For all legal purposes the ownership of the promissory notes will be proven by the respective physical Note. Additionally, for the promissory notes held in custody electronically by Cetip, the ownership of the promissory notes will be proven by the statement of account position issued by Cetip in the name of the holder.

 

 

 

Date of issue:

 

Date of the actual subscription and paying up of the Promissory Notes, to be decided.

 

 

 

Subscription price:

 

The issue shall be subscribed at the nominal unit value. Procedure for subscription and paying-up: Subscription and paying up of the Promissory Notes shall take place in accordance with the procedures adopted by Cetip through the Distribution Module Securities Distribution System (SDT — Módulo de Distribuição).

 

 

 

 

 

The Promissory Notes shall be paid at sight at the moment of subscription, in Brazilian currency, in accordance with the settlement rules applicable to Cetip, within the period of placement and public distribution of the Promissory Notes, in accordance with the Contract for Structuring, Management and Public Distribution with Restricted Placement Efforts under the Regime of Firm Guarantee of Subscription of Cemig’s 4th Issue of Commercial Promissory Notes.

 

 

 

Period and maturity:

 

The Notes shall have tenor of three hundred and sixty days from their date of issue, and all shall have the same maturity date.

 

 

 

Remuneration:

 

The nominal unit value of the Promissory Notes will not undergo monetary updating. The Promissory Notes shall carry the right to remuneratory interest corresponding to 106.00% of the average rate for one-day interbank deposits — the over extra-grupo category of the DI Rate — expressed in the form of percentage per year, on the two hundred and fifty business days basis, calculated and published daily by Cetip in the daily bulletin on its internet site (http://www.cetip.com.br).

 

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The Remuneration shall be calculated exponentially and cumulatively “pro rata tempore” by business days elapsed, on the nominal unit value of each Promissory Note from the date of issue to its maturity date, or the date of any early redemption due to any of the default events as defined in the “List of Formulas for Commercial Promissory Notes and Bonds — Cetip 21”, available for consultation on the site referred to above, which shall be included in the physical Promissory Notes.

 

 

 

 

 

The Lead Manager and the Managers may, at their exclusive option, effect the issue by a bookbuilding procedure (collection of investment intentions), subject to the rate of 106.00% of the DI Rate.

 

 

 

Payment of the remuneration: The remuneration shall be paid in a single installment, on the maturity date or on the date of early redemption of the Promissory Notes, or on the date of early maturity resulting from the occurrence of one of the default events described on the physical Promissory Notes.

 

 

 

Amortization of the nominal unit value: Amortization shall be in a single installment, on the maturity date or on any date of early redemption of the Promissory Notes, or on any date of early maturity resulting from the occurrence of one of the default events described on the physical Promissory Notes.

 

 

 

Placement and trading:

 

The Notes shall be registered for distribution in the primary market and for trading in the secondary market, subject to the requirements and procedures specified in CVM Instruction 476, in the SDT Modular Distribution System, and in Cetip 21 — Securities (CETIP21 — Títulos e Valores Mobiliários), both administered and operated by Cetip, and financial settlement of the distribution and trading transactions, and electronic custody of the Promissory Notes, shall be carried out by Cetip.

 

 

 

Guarantee:

 

The Notes shall not have any type of guarantee or surety.

 

 

 

Renegotiation:

 

None.

 

 

 

Optional early redemption: The issuer may make early redemption of the Promissory Notes, at any time from 30 calendar days after the respective date of issue, in whole or in part, on payment of the nominal unit value plus the remuneration , calculated from the date of issue until the date of effective redemption, in accordance with the legislation, giving Cetip and the holders of the promissory notes five business days’ advance notice, without payment of any premium to the holders of the Promissory Notes. In the event of partial early redemption, this shall be put into effect by drawing of lots, in accordance with Paragraph 4 of Article 7 of CVM Instruction 134, as amended. At the time of subscription and paying-up of the Promissory Note or its acquisition in a secondary market, the owner shall grant express irrevocable consent in advance to early unilateral redemption of the promissory note by the Company, in the terms of CVM Instruction 134.

 

 

 

Place of payment:

 

The payments shall be made in accordance with the procedures of Cetip, for the Promissory Notes registered in CETIP21, or, for the holders of Promissory Notes that are not linked to that system, at the Issuer’s head office in accordance with the procedures of the mandated bank.

 

 

 

Extension of periods:

 

If the date of maturity of an obligation coincides with a day that is not a business or banking business day at the location of the head office of the Company, the date of payment shall be deemed automatically postponed to the next business day, without any addition to the amount to be paid, except in cases where the payment is to be made through Cetip, in which case the extension will take place only when the date of the payment coincides with a Saturday, Sunday or national public holiday.

 

 

 

Early maturity:

 

The holders of the Promissory Notes may declare all the obligations arising from the Promissory Notes which they hold to be automatically due and payable, and demand immediate payment by the Issuer of the Nominal Unit Value of the Promissory Notes, augmented by the Remuneration and the charges, calculated pro rata temporis, from the Issue Date, by letter delivered with advice of receipt or letter posted with advice

 

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of receipt addressed to the head office of the Issuer, in any of the following default events:

 

 

 

 

 

(i)

declaration of bankruptcy, dissolution and/or liquidation of the Issuer or application for Judicial Recovery or out-of-Court reorganization of the Issuer of an application for bankruptcy made by the Issuer, or any analogous event that characterizes a state of insolvency of the Issuer, in accordance with the applicable legislation;

 

 

 

 

 

 

(ii)

legitimate and reiterated protest proceedings on securities against the Issuer, the unpaid value of which, individually or in aggregate, is more than R$ 50,000,000.00 (fifty million Reais) unless the protest proceedings have been lodged in error or due to bad faith of third parties, provided this is validly proven by the Issuer, or if cancelled or if validly contested in court, in any event, within a maximum period of 30 (thirty) calendar days from the date of the obligation becoming due.

 

 

 

 

 

 

(iii)

early maturity of any pecuniary obligation of the Company arising from default on an obligation to pay any individual or aggregate amount greater than fifty million Reais or its equivalent in other currencies.

 

 

 

 

 

 

(iv)

change, transfer or assignment, direct or indirect, of the stockholding control of the Issuer (and/or of the Guarantor, as the case may be), unless this takes place by order of a court, without the prior consent of holders of Promissory Notes representing at least 75% of the Promissory Notes in Circulation.

 

 

 

 

 

 

(v)

absorption of the Issuer by another company, or split or merger of the Issuer, unless this takes place by order of a court.

 

 

 

 

 

 

(vi)

privatization of the Issuer;

 

 

 

 

 

 

(vii)

termination, for any reason, of any of the concession contracts held by the Issuer such as represent an adverse material impact on the Issuer’s payment capacity; or,

 

 

 

 

 

 

(viii)

default unjustified by the Issuer, or absence of legal and/or court measures required for the non-payment of any debt or any obligation to pay, under any agreement to which it/they are a party as borrower or Guarantor, the value of which, individually or in aggregate, is greater than R$ 50,000,000.00 (fifty million Reais) or its equivalent in other currencies.

 

 

 

 

 

For the purposes of sub-item (vi) above, privatization is defined as an event in which the present direct controlling stockholder of the Issuer, the State of Minas Gerais, directly or indirectly ceases to hold the equivalent of, at least, 50% (fifty percent) plus one share of the total of the shares representing the Issuer’s voting stock. Occurrence of any of the events specified in sub-items (i) and (iii) above shall result in immediate early maturity of the promissory notes, independently of advice or notice, through the Courts or otherwise, and of any consultation with their holders. In any of the other events indicated above, a General Meeting of holders of the promissory notes must be held, within 48 (forty-eight) hours from the date on which any of the holders of the promissory notes becomes aware of the event, to decide on non-declaration of early maturity of the Promissory Notes, which shall be decided by holders of the promissory notes representing at least 2/3 (two-thirds) of the promissory notes of the issue in circulation.

 

 

 

 

 

In the event of early maturity of the promissory notes, the Issuer undertakes to pay all the amounts owed and comply with all the other obligations set out on the physical Promissory Notes, in any event within up to three business days from receipt by the Issuer of written communication about the occurrence of one of the default events.

 

 

 

b)

 

Execution of the documents that are indispensable to the said issue after conclusion of the due procedure of tender and/or exemption from tender, such as: The Contract for Structuring, Management and Public Distribution, with Restricted Placement Efforts, under the regime of Firm Guarantee of Subscription, of Commercial Promissory Notes of the Issuer’s 4th Issue; the physical Promissory Notes; the mandated bank contract; and such other documents as are necessary for carrying out of the present issue, once duly examined by the legal department and provided that they do not cause cost for the transaction.

 

 

 

c)

 

Carrying out of all the acts necessary for putting into effect the decisions here referred to;

 

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3                 a)     Provision  of a guarantee by Cemig for Cemig D’s 4th issue of commercial promissory notes (“the Promissory Notes”, and “the Issuer”, respectively) for public distribution, with restricted placement efforts, as per CVM Instruction 476/2009, as amended, CVM Instruction 134/1990, as amended, and other applicable regulations, having a target public exclusively of qualified investors, as defined in Article 109 of CVM Instruction 409/2004, as amended, taken with Article 4 of CVM Instruction 476 (“Qualified Investors”), with the following characteristics:

 

ISSUER:

 

CEMIG DISTRIBUIÇÃO S.A. — CEMIG D.

 

 

 

Lead Manager:

 

BB Banco de Investimento S.A.

 

 

 

Managers:

 

Banco Bradesco BBI S.A., Banco BTG Pactual S.A., Banco Itaú BBA S.A., and other financial institutions indicated by the Lead Manager by common agreement with the Managers and approved by the Issuer as a result of any process of syndication.

 

 

 

Guarantee:

 

The Promissory notes and all obligations resulting from them shall have the corporate guarantee of Cemig through its surety stated on the physical promissory notes.

 

 

 

Use of proceeds:

 

Replenishment of working capital.

 

 

 

Volume of the issue:

 

One hundred million Reais.

 

 

 

Number of series:

 

Single series.

 

 

 

Nominal unit value:

 

Twelve million five hundred thousand Reais, on the date of issue.

 

 

 

Quantity of Promissory Notes: Eight.

 

 

 

Placement procedure and regime: Public distribution, with restricted placement efforts, on an organized over-the-counter market administered and operated by Cetip S.A. — Organized Markets, under the regime of firm guarantee of subscription by the Lead Manager and the Managers.

 

 

 

Form:

 

The Notes will be issued in nominal and physical form and be held on deposit at the Mandated Bank, a financial institution qualified to provide custody services, and will be transferable by signed endorsement simply transferring ownership. For all legal purposes the ownership of the promissory notes will be proven by the respective physical Note. Additionally, for the promissory notes held in custody electronically in Cetip, the ownership of the promissory notes will be proven by the statement of account position issued by Cetip in the name of the holder.

 

 

 

Date of issue:

 

Date of the actual subscription and paying up of the Promissory Notes, to be decided.

 

 

 

Subscription price:

 

The issue shall be subscribed at the nominal unit value.

 

 

 

Procedure for subscription and paying-up: Subscription and paying up of the Promissory Notes shall take place in accordance with the procedures adopted by Cetip through the Distribution Module Securities Distribution System (SDT — Módulo de Distribuição). The Promissory Notes will be paid up at sight simultaneously with subscription, in Brazilian currency, in accordance with the rules for settlement applicable to Cetip.

 

 

 

Period and maturity:

 

They shall have tenor of up to three hundred and sixty calendar days from the date of issue.

 

 

 

Remuneration:

 

The nominal unit value of the Promissory Notes will not undergo monetary updating. The Promissory Notes shall carry the right to remuneratory interest corresponding to 106.00% of the average rate for one-day interbank deposits — the over extra-grupo category of the DI Rate —expressed in the form of percentage per year, on the two hundred and fifty business days basis, calculated and published daily by Cetip in the daily bulletin on its internet site (http://www.cetip.com.br). The Remuneration shall be calculated exponentially and cumulatively “pro rata tempore” by business days elapsed, on the nominal unit value of each Promissory Note from the date of issue to

 

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its maturity date, or the date of any early redemption due to any of the default events as defined in the “List of Formulas for Commercial Promissory Notes and Bonds — Cetip 21”, available for consultation on the site referred to above, which shall be included in the physical Promissory Notes.

 

 

 

Payment of the remuneration: The remuneration shall be paid in a single installment, on the maturity date or on the date of early redemption of the Promissory Notes, or on the date of early maturity resulting from the occurrence of one of the default events described on the physical Promissory Notes.

 

 

 

Amortization of the nominal unit value: Amortization shall be in a single installment, on the maturity date or on the date of early redemption of the Promissory Notes, or on any date of early maturity resulting from the occurrence of one of the default events described on the physical Promissory Notes.

 

 

 

Placement and trading:

 

The Notes shall be registered for distribution in the primary market and for trading in the secondary market, subject to the requirements and procedures specified in CVM Instruction 476, in the SDT Modular Distribution System, and in Cetip 21 — Securities (CETIP21 — Títulos e Valores Mobiliários), both administered and operated by Cetip, and financial settlement of the distribution and trading transactions, and electronic custody of the Promissory Notes, shall be carried out by Cetip.

 

 

 

Renegotiation:

 

None.

 

 

 

Optional early redemption: The issuer may make early redemption of the Promissory Notes, at any time later than 30 calendar days from the date of issue, in whole or in part, on payment of the nominal unit value plus the remuneration, calculated from the date of issue until the date of effective redemption, in accordance with the legislation, giving Cetip and the holders of the promissory notes five business days’ advance notice, without payment of any premium to the holders of the Promissory Notes.

 

 

 

 

 

In the event of partial early redemption, this shall be put into effect by drawing of lots, in accordance with Paragraph 4 of Article 7 of CVM Instruction 134, as amended. At the time of subscription and paying-up of the Promissory Note or its acquisition in a secondary market, the owner shall grant express irrevocable consent in advance to early unilateral redemption of the promissory note by the Company, in the terms of CVM Instruction 134.

 

 

 

Place of payment:

 

The payments shall be made in accordance with the procedures of Cetip, for the Promissory Notes registered in CETIP21, or, for the holders of Promissory Notes that are not linked to that system, at the Issuer’s head office in accordance with the procedures of the mandated bank.

 

 

 

Extension of periods:

 

If the date of maturity of an obligation coincides with a day that is not a business or banking business day at the location of the head office of the Company, the date of payment shall be deemed automatically postponed to the next business day, without any addition to the amount to be paid, except in cases where the payment is to be made through Cetip, in which case the extension will take place only when the date of the payment coincides with a Saturday, Sunday or national public holiday.

 

 

 

Early maturity:

 

The holders of the Promissory Notes may declare all the obligations arising from the Promissory Notes which they hold to be automatically due and payable, and demand immediate payment by the Issuer of the Nominal Unit Value of the Promissory Notes, augmented by the Remuneration and the charges, calculated pro rata temporis, from the Issue Date, by letter delivered with advice of receipt or letter posted with advice of receipt addressed to the head office of the Issuer, in any of the following events:

 

 

 

 

 

(i)

decree of bankruptcy, or dissolution and/or liquidation of the Issuer and/or the Guarantor, or application for judicial recovery or out-of-court reorganization or bankruptcy formulated by the Issuer and/or by the Guarantor; or, further, any analogous event that characterizes a state of insolvency, including an agreement with creditors, in accordance with the applicable legislation;

 

 

 

 

 

 

(ii)

legitimate and reiterated protest proceedings on securities against the Issuer and/or against the Guarantor, the unpaid value of which, individually or in aggregate, is more than R$ 50,000,000.00 (fifty million Reais) unless the protest proceedings have been

 

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lodged in error or due to bad faith of third parties, provided this is validly proven by the Issuer and/or by the Guarantor (as applicable), or if cancelled or if validly contested in court, in any event, within a maximum period of 30 (thirty) calendar days from the date of the obligation becoming due;

 

 

 

 

 

(iii)

early maturity of any pecuniary obligation of the Issuer and/or of the Guarantor arising from default on an obligation to pay any individual or aggregate amount greater than R$ 50,000.000.00 (fifty million Reais) or its equivalent in other currencies;

 

 

 

 

 

 

(iv)

change, transfer or assignment, direct or indirect, of the stockholding control of the Issuer and/or of the Guarantor, unless this takes place by order of a court, without the prior consent of holders of Promissory Notes representing at least 75% of the Promissory Notes in Circulation.

 

 

 

 

 

 

(v)

absorption of the Issuer and/or of the Guarantor by another company, or split or merger of the Issuer and/or of the Guarantor, unless this takes place by order of a court;

 

 

 

 

 

 

(vi)

termination, for any reason, of any of the concession contracts held by the Issuer and /or by the Guarantor such as represents an adverse material impact on the Issuer’s and/or the Guarantor’s payment capacity; or

 

 

 

 

 

 

(viii)

default unjustified by the Issuer and/or by the Guarantor, or absence of legal and/or court measures required for the non-payment of any debt or any obligation to pay, under any agreement to which it/they are a party as borrower or Guarantor, the value of which, individually or in aggregate, is greater than R$ 50,000,000.00 (fifty million Reais) or its equivalent in other currencies.

 

 

 

 

 

 

For the purposes of sub-item (vi) above, privatization is defined as an event in which: the Guarantor, the present direct controlling stockholder of the Issuer, ceases directly or indirectly to hold the equivalent of, at least, 50% (fifty percent) plus one share of the total of the shares representing the Issuer’s voting stock; and/or (ii) the Government of the State of Minas Gerais, currently controlling stockholder of the Guarantor, ceases directly or indirectly to hold the equivalent of, at least, 50% (fifty per cent) plus one share of the total of the shares representing the voting capital of the Guarantor. Occurrence of any of the events specified in sub-items (i) and (iii) above shall result in immediate early maturity of the promissory notes, independently of advice or notice, through the Courts or otherwise, and of any consultation with their holders.

 

 

 

 

 

In any of the other events indicated above, a General Meeting of holders of the promissory notes must be held, within 48 (forty-eight) hours from the date on which any of the holders of the promissory notes becomes aware of the event, to decide on non-declaration of early maturity of the Promissory Notes, which shall be decided by holders of the promissory notes representing at least 2/3 (two-thirds) of the promissory notes of the issue in circulation.

 

 

 

 

 

Cemig undertakes the commitment as guarantor and principal payer of all the obligations arising from this issue, until their final settlement. The guarantee is given by Cemig irrevocably, and shall remain in effect until total compliance, by the Issuer, with all of its obligations set out in the physical Promissory Notes.

 

 

 

b)

 

Signing of the documents necessary for making the above mentioned guarantee effective, in such a way that the guarantee is existing, valid and efficacious for as long any obligation to be assumed by the issuer is not complied with, including: The Contract for Structuring, Management and Public Distribution, with Restricted Placement Efforts, under the regime of Firm Guarantee of Subscription, of Commercial Promissory Notes of the Issuer’s 4th Issue; the physical Promissory Notes; and other contracts necessary for carrying out of the present issue, once duly examined by the legal department and provided that they do not cause cost for the transaction.

 

 

 

c)

 

Carrying out of all the acts necessary for putting into effect the decisions here stated.

 

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4                 a)     Provision of a guarantee by Cemig for Cemig GT’s 4th issue of commercial promissory notes (“the Promissory Notes”, and “the Issuer”, respectively) for public distribution, with restricted placement efforts, as per CVM Instruction 476/2009, as amended, CVM Instruction 134/1990, as amended, and other applicable regulations, having a target public exclusively of qualified investors, as defined in Article 109 of CVM Instruction 409/2004, as amended, taken with Article 4 of CVM Instruction 476 (“Qualified Investors”), with the following characteristics:

 

ISSUER:

 

CEMIG GERAÇÃO E TRANSMISSÃO S.A. — CEMIG GT

 

 

 

Lead Manager:

 

HSBC Corretora de Títulos e Valores Mobiliários S.A.

 

 

 

Managers:

 

Banco BTG Pactual S.A. and Banco do Nordeste do Brasil S.A., and other financial institutions indicated by the Lead Manager by common agreement with the Managers and approved by the Issuer as a result of any process of syndication.

 

 

 

Guarantor:

 

The Promissory notes and all the obligations resulting from them shall have the corporate guarantee of Cemig through its surety stated on the physical promissory notes.

 

 

 

Use of proceeds:

 

Payment of part of the debt corresponding to the first series of the Issuer’s second issue of non-convertible debentures, becoming due on January 15, 2012;

 

 

 

Volume of the issue:

 

One billion Reais.

 

 

 

Number of series:

 

Single series.

 

 

 

Nominal unit value:

 

Ten million Reais, on the date of issue.

 

 

 

Quantity of Promissory Notes: One hundred.

 

 

 

Placement procedure and regime: Public distribution, with restricted placement efforts, on an organized over-the-counter market administered and operated by Cetip S.A. — Organized Markets, under the regime of firm guarantee of subscription by the Managers, not given jointly, for the total volume of the issue, to be exercised solely in the event of demand for the Promissory Notes from Qualified Investors not exceeding the limit established for the issue by the date specified in the related placement contract for subscription and paying up of the Promissory Notes. The commitment of firm guarantee is valid for one hundred and eighty calendar days from the date of the proposal, this period being extendable at the exclusive option of the Managers.

 

 

 

Form:

 

The Notes will be issued in nominal and physical form and be held on deposit at the Mandated Bank, a financial institution qualified to provide custody services, and will be transferable by signed endorsement simply transferring ownership. For all legal purposes the ownership of the promissory notes will be proven by the respective physical Note. Additionally, for the promissory notes held in custody electronically in CETIP, the ownership of the promissory notes will be proven by the statement of account position issued by Cetip in the name of the holder.

 

 

 

Date of issue:

 

Date of the actual subscription and paying up of the Promissory Notes, to be decided.

 

 

 

Subscription price:

 

The issue shall be subscribed at the nominal unit value.

 

 

 

Procedure for subscription and paying-up: Subscription of the Promissory Notes shall take place in accordance with the procedures adopted by Cetip through the Distribution Module Securities Distribution System (SDT — Módulo de Distribuição). The Promissory Notes shall be paid up at sight simultaneously with subscription, in Brazilian currency, in accordance with the rules for settlement applicable to Cetip.

 

 

 

Period and maturity:

 

They shall have tenor of up to one hundred and eighty calendar days from the date of issue.

 

 

 

Remuneration:

 

The nominal unit value of the Promissory Notes will not undergo monetary updating. The Promissory notes shall carry the right to remuneratory interest as follows:

 

 

 

 

 

(i)

from the date of issue up to the sixtieth (60th) calendar day from the date of issue, exclusive, 103.00% of the average rate for one-day interbank financing — the over extra-grupo DI rate, expressed in the form of percentage per year, on the 250 business days basis, calculated and published daily by Cetip in its daily bulletin on its Internet site (http://www.cetip.com.br) (“the DI Rate”);

 

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(ii)

from the sixtieth (60th) calendar day, inclusive, from the date of issue up to the one hundred and twentieth (120th) calendar day, exclusive, from the issue date, 104.00% of the DI Rate; and

 

 

 

 

 

 

(ii)

from the one hundred and twentieth (120th) calendar day, inclusive, up to the one hundred and eightieth (180th) calendar day, exclusive, from the date of issue, 105.00% of the DI Rate. The Remuneration shall be calculated exponentially and cumulatively “pro rata tempore” by business days elapsed, on the nominal unit value of each Promissory Note from the date of issue to its maturity date, or the date of any early redemption, or of early maturity due to the occurrence of any of the default events as per the criteria defined in the “List of Formulas for Commercial Promissory Notes and Bonds — Cetip 21”, available for consultation on the site referred to above, which shall be included in the physical Promissory Notes.

 

 

 

Payment of the remuneration: Remuneration shall be paid on the 60th, 120th and 180th calendar days from the date of issue.

 

 

 

Amortization of the nominal unit value: Amortization shall be in a single installment, on the maturity date or on the date of early redemption of the Promissory Notes, or on the date of early maturity resulting from the occurrence of one of the default events described on the physical Promissory Notes.

 

 

 

Placement and trading: The Notes shall be registered for distribution in the primary market and for trading in the secondary market, subject to the requirements and procedures specified in CVM Instruction 476, in the Distribution Module Securities Distribution System (SDT — Módulo de Distribuição), and in Cetip 21 — Securities (Cetip 21 — Títulos e Valores Mobiliários), both administered and operated by Cetip, and financial settlement of the distribution and trading transactions, and electronic custody of the Promissory Notes, shall be carried out by Cetip.

 

 

 

Renegotiation:

 

None.

 

 

 

Optional early redemption: The issuer may make early redemption of the Promissory Notes, at any time later than 30 calendar days from the date of issue, in whole or in part, on payment of the nominal unit value plus the remuneration, calculated from the date of issue until the date of effective redemption, in accordance with the legislation, giving Cetip and the holders of the Promissory Notes five business days’ advance notice, without payment of any premium to the holders of the Promissory Notes. In the event of partial early redemption, this shall be put into effect by drawing of lots, in accordance with Paragraph 4 of Article 7 of CVM Instruction 134, as amended. At the time of subscription and paying-up of the Promissory Note or its acquisition in a secondary market, the owner shall grant express irrevocable consent in advance to early unilateral redemption of the promissory note by the Company, in the terms of CVM Instruction 134.

 

 

 

Place of payment:

 

The payments shall be made in accordance with the procedures of Cetip, for the Promissory Notes registered in CETIP21, or, for the holders of Promissory Notes that are not linked to that system, at the Issuer’s head office in accordance with the procedures of the mandated bank.

 

 

 

Extension of periods:

 

If the date of maturity of an obligation coincides with a day that is not a business or banking business day at the location of the head office of the Issuer, the date of payment shall be deemed automatically postponed to the next business day, without any addition to the amount to be paid, except in cases where the payment is to be made through Cetip, in which case the extension will take place only when the date of the payment coincides with a Saturday, Sunday or national public holiday.

 

 

 

Early maturity:

 

The holders of the Promissory Notes may declare all the obligations arising from the Promissory Notes which they hold to be automatically due and payable, and demand immediate payment by the Issuer of the Nominal Unit Value of the Promissory Notes, augmented by the Remuneration and the charges, calculated pro rata temporis, from the Issue Date, by letter delivered with advice of receipt or letter posted with advice of receipt addressed to the head office of the Issuer, in any of the following default events:

 

 

 

 

 

(i)

decree of bankruptcy, or dissolution and/or liquidation of the Issuer and/or Cemig, or application for judicial recovery or out-of-court reorganization or bankruptcy

 

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formulated by the Issuer and/or by Cemig; or, further, any analogous event that characterizes a state of insolvency, including an agreement with creditors, in accordance with the applicable legislation;

 

 

 

 

 

 

(ii)

legitimate and reiterated protest proceedings on securities against the Issuer and/or against Cemig, the unpaid value of which, individually or in aggregate, is more than R$ 50,000,000.00 (fifty million Reais) or its equivalent in other currencies, unless the protest proceedings have been lodged in error or due to bad faith of third parties, provided this is validly proven by the Issuer and/or by Cemig, as applicable, or if suspended, cancelled or validly contested in court, in any event, within a maximum period of 30 (thirty) calendar days from the date of the obligation becoming due.

 

 

 

 

 

 

(iii)

early maturity of any pecuniary obligation of the Issuer and/or of Cemig arising from default on an obligation to pay any individual or aggregate amount greater than R$ 50,000.000.00 (fifty million Reais) or its equivalent in other currencies;

 

 

 

 

 

 

(iv)

change, transfer or assignment, direct or indirect, of the stockholding control of the Issuer and/or of Cemig, unless this takes place by order of a court, without the prior consent of holders of Promissory Notes representing at least 75% of the Promissory Notes in circulation.

 

 

 

 

 

 

(v)

absorption of the Issuer and/or of Cemig by another company, split or merger of the Issuer and/or of Cemig, unless by order of a Court or by regulatory decision, or if linked to any transfer of the Issuer’s stockholding control of Transmissora Aliança de Energia Elétrica S.A. — Taesa to Cemig, or if related to an asset swap transaction (stockholding optimization), or, further, if it does not cause a change in the rating of the Issuer and/or of Cemig existing on the date of the issue;

 

 

 

 

 

 

(vi)

privatization of the Issuer and/or of Cemig.

 

 

 

 

 

 

(vii)

termination, for any reason, of any of the concession contracts held by the Issuer and/or by Cemig such as represents an adverse material impact on the Issuer’s and/or Cemig’s payment capacity; or

 

 

 

 

 

 

(viii)

default unjustified by the Issuer and/or by Cemig, or absence of legal and/or court measures required for the non-payment of any debt or any obligation to pay, under any agreement to which it/they are a party as borrower or Guarantor, the value of which, individually or in aggregate, is greater than R$ 50,000,000.00 (fifty million Reais) or its equivalent in other currencies.

 

 

 

 

 

For the purposes of sub-item (vi) above, privatization is defined as an event in which: Cemig, the present direct controlling stockholder of the Issuer, directly or indirectly ceases to hold the equivalent of, at least, 50% plus one share of the total of the shares representing the Issuer’s voting stock, and/or the entity currently controlling Cemig, the State of Minas Gerais, directly or indirectly ceases to hold the equivalent of, at least, 50% plus one of the total of the shares representing the voting capital of Cemig.

 

 

 

 

 

Occurrence of any of the events specified in sub-items (i) and (iii) above shall result in immediate early maturity of the promissory notes, independently of advice or notice, whether through the Courts or otherwise, or any consultation with their holders.

 

 

 

 

 

In any of the other events indicated above, a General Meeting of holders of the promissory notes must be held, within 48 (forty-eight) hours from the date on which any of the holders of the promissory notes becomes aware of the event, to decide on non-declaration of early maturity of the Promissory Notes, which shall be decided by holders of the promissory notes representing at least 2/3 (two-thirds) of the promissory notes of the issue in circulation.

 

 

 

Cemig undertakes the commitment as guarantor and principal payer of the obligations arising from this issue, until their final settlement. The guarantee is given by Cemig irrevocably, and shall remain in effect until total compliance, by the Issuer, with all of its obligations set out in the physical Promissory Notes.

 

 

 

b)

 

Signing of the documents necessary for making the above mentioned guarantee effective, in such a way that the guarantee is existing, valid and efficacious for as long as any obligation to be assumed by the issuer is not complied with, including:

 

 

 

 

 

The Contract for Management, Placement and Public Distribution, with Restricted Placement Efforts, under the regime of Firm Guarantee of Subscription, of Commercial Promissory Notes of the Issuer’s 4th Issue; the physical Promissory Notes; and other contracts duly examined by the legal department and provided that they do not cause cost for the transaction.

 

 

 

c)

 

Carrying out of all the acts necessary for putting into effect the decisions here stated.

 

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The following were present:

 

Board members:

 

Dorothea Fonseca Furquim Werneck,
Saulo Alves Pereira Junior,
Djalma Bastos de Morais,
Adriano Magalhães Chaves,
Antônio Adriano Silva,
Fernando Henrique Schüffner Neto,
Arcângelo Eustáquio Torres Queiroz,
Paulo Márcio de Oliveira Monteiro,

 

Eduardo Borges de Andrade,
Cezar Manoel de Medeiros,
Francelino Pereira dos Santos,
Franklin Moreira Gonçalves,
Guy Maria Villela Paschoal,
Paulo Sérgio Machado Ribeiro,
João Camilo Penna,
Tarcísio Augusto Carneiro,
Paulo Roberto Reckziegel Guedes;

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

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8.               Summary of Principal Decisions of the 525th Meeting of the Board of Directors, December 6 and 9, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

Summary of principal decisions

 

At its 525th meeting, opened on December 6 and completed on December 9, 2011, the Board of Directors of Companhia Energética de Minas Gerais decided on the following matters:

 

1. Disposal of a real estate property.

 

2. Contracting of external auditing services.

 

3. Orientation of votes in meetings of Parati S.A.

 

4. Declaration of extraordinary dividends in the amount of R$ 850 million.

 

5. The Porto Project.

 

Av.Barbacena, 1200 - Santo Agostinho - CEP  30190-131

Belo Horizonte - MG - Brasil - Fax (31)3506-5025 - Tel.: (31)3506-5024

 

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9.     Material Announcement — Binding Bid for Stake in EDP, dated December 9, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

MATERIAL ANNOUNCEMENT

 

Binding bid for stake in EDP

 

Cemig (Companhia Energética de Minas Gerais), a listed company with share securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with CVM Instruction 358/02, as amended, and its own commitment to best corporate governance practices, hereby informs its stockholders and the market in general as follows:

 

On today’s date Cemig presented a binding proposal for acquisition of the 21.35% stockholding interest in Energias de Portugal S.A. (EDP), held by Parpública — Participações Públicas (SGPS), S.A.

 

If Cemig is the winner in the tender procedure, two companies will be created outside Brazil to provide a vehicle for the transaction to be put into effect.

 

Cemig reiterates its commitment to seek investment opportunities that comply with the requirements for profitability and returns established by its stockholders, and to disclose all and any information on material events, when they take place.

 

Belo Horizonte, December 9, 2011

 

Arlindo Porto Neto

Acting Chief Finance and Investor Relations Officer.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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10.         Notice to Stockholders — Extraordinary Dividend: R$ 850 million, dated December 9, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

NOTICE TO STOCKHOLDERS

 

EXTRAORDINARY DIVIDEND: R$ 850 million

 

We advise our stockholders that the Board of Directors, in a meeting opened on December 6, and continued and closed on December 9, 2011, decided to distribute extraordinary dividends in the amount of R$ 850 million (eight hundred and fifty million Reais), corresponding to R$ 1.246108363 per share, to be paid by December 28, 2011, to stockholders whose names are in the Company’s Nominal Share Registry on the date of the decision to declare this dividend, namely December 9, 2011, for the purposes specified in Article 205 of Law 6404/76.

 

The shares will trade ex-dividend on the first business day following the date of the said decision.

 

We remind stockholders of the importance of updating their registry information. To update your stockholder registry details, just visit any branch of Banco Bradesco S.A. (the Institution which administers Cemig’s Nominal Share Registry System), with your personal documents.

 

Stockholders whose bank details are up-to-date with the Custodian Bank for Cemig’s nominal shares (Banco Bradesco S.A.) will have their credits posted automatically on the day of payment, on which occasion they will receive the advice of the corresponding credit.

 

Proceeds from shares deposited in custody at CBLC (Companhia Brasileira de Liquidação e Custódia — the Brazilian Settlement and Custody Company) will be credited to that entity and the Depositary Brokers will be responsible for passing the amounts through to holders.

 

Belo Horizonte, December 9, 2011

 

Arlindo Porto Neto

Acting Chief Finance and Investor Relations Officer.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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11.         Summary of Principal Decisions of the 526th Meeting of the Board of Directors, December 15, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

BOARD OF DIRECTORS

 

MEETING

OF DECEMBER 15, 2011

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 526th meeting, held on December 15, 2011, the Board of Directors of Companhia Energética de Minas Gerais decided on the following matters:

 

1.                             Calendar of meetings in 2012.

 

2.                             Incentive-bearing donation to the Values of Minas (Valores de Minas) Project.

 

3.                             Signature of amendment to a memorandum of agreement with Light S.A. and CPFL Energia S.A.

 

4.                             Signature of loan agreements with Lightger S.A. / Re-ratification of Board Spending Decision (CRCA).

 

5.                             Appointment of a Chief Officer to the Management of Norte Energia S.A.

 

6.                             Signature of a contract for assignment of shared use of infrastructure and provision of services, with CemigTelecom / Re-ratification of CRCA.

 

7.                             Signature of amendment to contracts with Fundação Forluminas de Seguridade Social — Forluz.

 

8.                             Grant of annual paid leave to the Chief Executive Officer.

 

9.                             Orientation of vote in meetings of Empresa Paraense de Transmissão de Energia S.A. — ETEP and Empresa Norte de Transmissão de Energia S.A. — ENTE.

 

10.                       Orientation of vote in meetings of Empresa Catarinense de Transmissão de Energia S.A. — ECTE.

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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12.         Notice to Stockholders —  Extraordinary dividend will be paid on December 28, 2011,  dated December 15, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64

 

NOTICE TO STOCKHOLDERS

 

Extraordinary dividend will be paid on Dec. 28

 

Complementing the Notice to Stockholders published on December 12, 2011, Cemig advises stockholders that it will pay the extraordinary dividends referred to in that Notice, in the amount of R$ 850 million (eight hundred and fifty million Reais), equivalent to R$ 1.246108363 per share, on December 28, 2011 — to stockholders whose names were on the Company’s Nominal Share Registry on December 9, 2011.

 

Stockholders whose bank details are up to date with the Custodian Bank for Cemig’s nominal shares (Banco Bradesco S.A.) will have their credits posted automatically on the day of payment, on which occasion they will receive the advice of the corresponding credit.

 

In the event of not receiving the notice of credit, the stockholder should visit a branch of Banco Bradesco S.A. to update his/her registry details.

 

Proceeds for shares deposited in custody at CBLC (Companhia Brasileira de Liquidação e Custódia — the Brazilian Settlement and Custody Company) will be credited to that entity and the Depositary Brokers will be responsible for passing the amounts through to holders.

 

Belo Horizonte, December 15, 2011

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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13.         Minutes of the Extraordinary General Meeting of Stockholders, Companhia Energética de Minas Gerais — CEMIG, December 21, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

MINUTES

OF THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

HELD ON

DECEMBER 21, 2011

 

At 3 p.m. on December 21, 2011, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais — Cemig met in Extraordinary General Meeting at its head office, on first convocation, at Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements.

 

The stockholder The State of Minas Gerais was represented by Mr.  Marco Antônio Rebelo Romanelli, General Counsel of the State of Minas Gerais, in accordance with the legislation.

 

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

 

She further stated that the stockholders present should choose the Chair of this Meeting, in accordance with Clause 10 of the Company’s Bylaws.

 

Asking for the floor, the representative of the stockholder The State of Minas Gerais put forward the name of the stockholder Maria Celeste Morais Guimarães to chair the Meeting.  The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

Ms. Guimarães then assumed Chairmanship of the Meeting Committee, declared the Meeting open, and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting.

 

She requested me to read the convocation notice, published in the newspapers Minas Gerais, official publication of the Powers of the State, and in O Tempo, on December 2, 3 and 6, and in O Tempo on December 2, 3 and 4, 2011, the content of which is as follows:

 

Av. Barbacena 1200

Santo Agostinho

30190-131 Belo Horizonte, MG

Brazil

Tel.: +55 31 3506-5024

Fax +55 31 3506-5025

 

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

 

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“  COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on December 21, 2011 at 3 p.m. at the company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil to decide on the following matters:

 

1 —              Changes the Company’s Bylaws, to:

 

I                                Alter the drafting of Sub-item X of Clause 22, to change the attributes of the Chief Counsel.

 

II                            Alter the drafting of Sub-item XI of Clause 22, to change the attributes of the Chief Officer for Institutional Relations and Communication.

 

III                        Due to the new Level 1 Differentiated Corporate Governance Practice Regulations of the BM&FBovespa Stock, Commodities and Futures Exchange: to insert a third Paragraph into Clause 1; to change the head paragraph of Clause 12 and to add to it Paragraphs 5 and 6; and to change the drafting of Paragraph 1 of Clause 18.

 

IV                        Change the wording of Subclause “c” of Clause 17, to improve the drafting, to provide it with greater clarity and scope, in accordance with the principle of transparency in corporate governance.

 

V                            Change the wording of Paragraph 1 of Clause 17, to improve the drafting, relating to delegation of powers by the Board of Directors to the Executive Board in relation to signature of contracts and other legal transactions with related parties.

 

2              Orientation of vote, by the representatives of Cemig at the Extraordinary General Meeting of Stockholders of Cemig Distribuição S.A. (“Cemig D”) and at the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A. (“Cemig GT”), to be held on the same date as the Extraordinary General Meeting of Stockholders of Cemig, in favor of changes in the Bylaws of those Companies.

 

3              Change in the composition of the Board of Directors, as a result of resignations.

 

4              Orientation of vote, by the representatives of Cemig in the Extraordinary General Meetings of Stockholders of Cemig D and Cemig GT to be held on the same day as Cemig holds it EGM to consider alteration of the composition of its Board of Directors, on changes in the composition of the Boards of Directors of those Companies, if there is a change in the composition of the Board of Directors of Cemig.

 

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

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by December 19, 2011, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena 1200, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.

 

Belo Horizonte, November 18, 2011

Dorothea Fonseca Furquim Werneck

Chair of the Board of Directors   ”

 

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The Chair of the Meeting then stated that it was necessary to appoint new members to the Board of Directors, as a result of vacancies arising from the resignations of the Board members Luiz Carlos Costeira Urquiza, Ricardo Antônio Mello Castanheira and Renato Torres de Faria, as per letters held by the Company.

 

The Chair of the Meeting then stated that, independently of the present period of office of the Board of Directors having been begun through adoption of the multiple vote, continuance of this process of election had been requested by the stockholder AGC Energia S.A., as per a letter in the Company’s possession.

 

Hence, this Meeting should elect all the sitting and substitute members of the Board of Directors to complete the period of office of 3 (three) years begun on April 29, 2009, that is to say, until the Annual General Meeting to be held in 2012, a total of 18,269,512 shares being necessary for the election of each Member of the Board of Directors.

 

Finally, the Chair of the Meeting explained that it will be necessary firstly and in view of Clause 12 of the Bylaws, to proceed to election of the sitting member and his respective substitute member put forward by representatives of the holders of the preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.

 

Asking for the floor, the representative of the stockholder Caixa de Previdência dos Funcionários do Banco do Brasil — PREVI stated an opinion to the effect that there was no need for election, at this present General Meeting, of the members of the Board of Directors appointed by holders of preferred shares, due to the interpretation given by the Securities Commission — CVM (Comissão de Valores Mobiliários) to Article 141 of Law 6404/1976 and its sub-paragraphs, that is to say, that only the posts of membership of the Board of Directors that are filled by adoption of the process of multiple vote should be filled, with those Board Members that were elected by the process of separate election being maintained in their posts.

 

Asking for the floor, as owners of preferred shares, the representatives of the stockholder Forluz Fundação Forluminas de Seguridade Social, accompanied by the representative of the stockholder Caixa de Previdência dos Funcionários do Banco do Brasil —PREVI proposed the following stockholders to be members of the Board of Directors:

 

As Sitting Member:

 

Guy Maria Villela Paschoal

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000798806-06;

· and as his Substitute Member:

 

 

Cezar Manoel de Medeiros

 

– Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Alameda Ipê Branco 279, Pampulha, CEP 31275-080-, bearer of Identity Card M-3627440, issued by the Public Safety Department of the State of Minas Gerais, and CPF -006688346-68.

 

The Chair of the Meeting then submitted the above-mentioned nominations to debate, and, subsequently to votes — separately, with only holders of preferred shares participating, and they were approved, with votes against by the stockholders The Rockefeller Foundation and Xerox Pensions Limited.

 

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The Chair of the Meeting stated that, to complete the Board of Directors, the representative of the stockholder AGC Energia S.A. should put forward five sitting members and their respective substitute members, and the representative of the Stockholder The State of Minas Gerais should put forward eight sitting members and the respective substitute members.

 

Asking for the floor, the representative of the stockholder AGC Energia S.A. proposed the following stockholders to be members of the Board of Directors:

· as Sitting Members:

 

 

Eduardo Borges de Andrade

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Alameda das Falcatas, 879, São Luiz, CEP 31275-070, bearer of Identity Card M-925419, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000309886-91;;

Otávio Marques de Azevedo

 

– Brazilian, married, engineer, resident and domiciled at São Paulo, São Paulo State, at Rua Afonso Braz, 115/91, Vila Nova Conceição, CEP 04511-010, bearer of Identity Card MG-479057, issued by the Public Safety Department of the State of Minas Gerais, and CPF 129364566-49;

Paulo Roberto Reckziegel Guedes

 

– Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais at Av. Paulo Camilo Pena, 495/301, Belvedere, CEP 30320-380, bearer of Identity Card MG-13975681, issued by the Public Safety Department of Minas Gerais State, and CPF nº 400540200-34.

Ricardo Coutinho de Sena

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Rio de Janeiro, 2299/1801, Lourdes, CEP 30160-042, bearer of Identity Card M-30172, issued by the Public Safety Department of the State of Minas Gerais, and CPF 090927496-72; and,

Saulo Alves Pereira Junior

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Ludgero Dolabela, 857/701, Gutierrez, CEP 30430-130, bearer of Identity Card M-5345878, issued by the Public Safety Department of the State of Minas Gerais, and CPF 787495906-00;

· and as their Substitute Members:

 

 

Tarcísio Augusto Carneiro

 

– Brazilian, legally separated, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Professor Alvino de Paula, 27, Estoril, CEP 30450-430, bearer of Identity Card M-1076524, issued by the Public Safety Department of the State of Minas Gerais, and CPF 372404636-72;

Paulo Márcio de Oliveira Monteiro

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Herculano de Freitas, 138/400, Gutierrez, CEP 30430-120, bearer of Identity Card M-739711, issued by the Public Safety Department of the State of Minas Gerais, and CPF 269960226-49;

Bruno Magalhães Menicucci

 

– Brazilian, single, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Nunes Vieira, 86/402, Santo Antônio, CEP 30350-120, bearer of Identity Card M-11890035, issued by the Public Safety Department of the State of Minas Gerais, and CPF 081100286-16;

Newton Brandão Ferraz Ramos

 

– Brazilian, married, accountant, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Flavita Bretas, 609/602, Luxemburgo, CEP 30380-410, bearer of Identity Card M-4019574, issued by the Public Safety Department of the State of Minas Gerais, and CPF 813975696-20; and,

José Augusto Gomes Campos

 

– Brazilian, married, physicist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Santa Catarina, 1466/1602, Lourdes, CEP 30170-081, bearer of Identity Card MG-3059793, issued by the Public Safety Department of Minas Gerais State, and CPF nº 505516396-87.

 

The representative of the stockholder The State of Minas Gerais then asked for the floor, and proposed the following stockholders as members of the Board of Directors:

 

· as Sitting Members:

Dorothea Fonseca Furquim Werneck

 

– Brazilian, divorced, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Adauto Lúcio Cardoso, 633, Belvedere, CEP 30320-290, bearer of Identity Card nº 3758423-2, issued by the Public Safety Department of Rio de Janeiro State, and CPF nº 261863817-49.

Djalma Bastos de Morais

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais at Av. Bandeirantes 665/401, Sion, CEP 30315-000, bearer of Identity Card 1966100268, issued by CREA-RJ (Engineering and Architecture Council of Rio de Janeiro), and CPF nº 006633526-49;

Antônio Adriano Silva

 

– Brazilian, married, company manager, resident and domiciled at São Paulo-SP, at Avenida Paulista, 1754, 1º floor, Bela Vista, CEP 01310-920, bearer of Identity Card MG-1411903, issued by the Public Safety Department of the State of Minas Gerais, and CPF 056346956-00;

 

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Arcângelo Eustáquio Torres Queiroz

 

– Brazilian, married, electricity employee, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua da Gameleira 100, Santa Branca, CEP 31565-240, bearer of Identity Card MG3632038, issued by the Public Safety Department of the state of Minas Gerais, and CPF 539109746-00,

Francelino Pereira dos Santos

 

– Brazilian, married, lawyer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Professor Antônio Aleixo 222/902, Lourdes, CEP 30180-150, bearer of Identity Card M-2063564, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000115841-49;

João Camilo Penna

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua La Plata, 90, Sion, CEP 30315-460,, bearer of Identity Card M-246968, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000976836-04;

Joaquim Francisco de Castro Neto

 

– Brazilian, married, company manager, resident and domiciled at São Paulo-SP, at Rua Oscar Freire, 74/11, Cerqueira Cesar, CEP 01426-000, bearer of Identity Card 3343795-6, issued by the Public Safety Department of the State of São Paulo, and CPF 026491797-91; and

Maria Estela Kubitschek Lopes

 

– Brazilian, married, architect, resident and domiciled at Rio de Janeiro-RJ, at Rua Alberto de Campos, 237/101, Ipanema, CEP 22411-030, bearer of Identity Card 45280-D, issued by CREA-RJ, and CPF 092504987-56; and

· and as their respective Substitute Members:

Paulo Sérgio Machado Ribeiro

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais at Rua Piauí, 1848/503, Funcionários, CEP 30150-321,, bearer of Identity Card 34133/D -, issued by CREA-MG (Engineering and Architecture Council of Minas Gerais), and CPF nº 428576006-15;

Lauro Sérgio Vasconcelos David

 

– Brazilian, legally separated, engineer, resident and domiciled at São Paulo-SP, at Rua Pedroso Alvarenga, 543, Itaim Bibi, CEP 04531-011, bearer of Identity Card M-3373627, issued by the Public Safety Department of the State of Minas Gerais, and CPF nº 603695316-04

Marco Antonio Rodrigues da Cunha

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Miguel Abras 33/501, Serra, CEP 30220-160, bearer of Identity Card M-281574, issued by the Public Safety Department of the State of Minas Gerais, and CPF 292581976-15:

Franklin Moreira Gonçalves

 

– Brazilian, married, data processing technologist, resident and domiciled at Belo Horizonte-MG, at Rua João Gualberto Filho, 551/302, Sagrada Família, CEP 31030-410, bearer of Identity Card M-5540831, issued by the Public Safety Department of the State of Minas Gerais, and CPF 754988556-72;

Leonardo Maurício Colombini Lima

 

– Brazilian, married, Graduate in Accounting Sciences, resident and domiciled at Belo Horizonte-MG, at Rua Cônego Rocha Franco, 325/401, Gutierrez, CEP 30441-045, bearer of Identity Card M-705600, issued by the Public Safety Department of the State of Minas Gerais, and CPF 065276716-87;

Guilherme Horta Gonçalves Júnior

 

– Brazilian, legally separated, economist, resident and domiciled at Belo Horizonte-MG, at Av. Olegário Maciel, 1748/2202, Santo Agostinho, CEP 30180-112, bearer of Identity Card 1622046, issued by the Public Safety Department of the State of Distrito Federal, and CPF 266078757-34;

Adriano Magalhães Chaves

 

– Brazilian, single, electrical engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua São Mateus 244, Brasil Industrial, CEP 30626-260, bearer of Identity Card 19908712, issued by the Public Safety Department of the state of Minas Gerais, and CPF 086051928-79; and,

Fernando Henrique Schüffner Neto

 

– Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Martim de Carvalho 395, Apt. 700, Santo Agostinho, CEP 30190-090, bearer of Identity Card M-1311632, issued by the Public Safety Department of the State of Minas Gerais, and CPF 320008396-49.

 

The nominations put forward by the representative of the stockholder AGC Energia S.A. and by the representative of the stockholder The State of Minas Gerais were placed in debate, and subsequently put to the vote, and were approved unanimously.

 

The Board Members elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, that they do not occupy any post in a company which could be considered to be a competitor of the Company, and that they do not have nor represent any interest conflicting with that of Cemig, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

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The Chair of the Meeting further stated that, as a result of the change in the composition of the Board of Directors of Cemig and according to Clause 11, § 1º, of the Company’s Bylaws, and Clause 8, §1 of the Bylaws of Cemig D and of Cemig GT, there is a need to change of the composition of the Boards of Directors of the wholly-owned subsidiaries Cemig D and Cemig GT, because the structure and composition of the Boards of Directors and Audit Boards of those Companies must be identical to those of Cemig.

 

Continuing the business of the meeting, the Chair of the Meeting then requested the Secretary to read the Proposal of the Board of Directors, which deals with Items 1, 2 and 4 of the Agenda, the text of which is as follows:

 

“   PROPOSAL BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 21, 2011

 

Dear Stockholders:

 

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

 

· whereas:

 

a)              on December 22, 2010 an Extraordinary General Meeting of Stockholders modified the Company’s Bylaws for the purpose, among others, of creating the Office of the Chief Counsel, with the following attributions:

 

“  a)              to coordinate, execute and control the matters of the legal area;

 

    b)             to support the other areas of the Company, including, when requested, wholly-owned subsidiaries, affiliates and other subsidiaries, in relation to legal and juridical aspects;

 

    c)              to manage the administrative and Court proceedings in which the Company is a party and, periodically or when requested, to inform the Executive Board and the Board of Directors on the procedural and legal strategy adopted, and also the progress and situation of such proceedings.”;

 

b)             the growing number of the subsidiaries of the Cemig Group indicates the need for a wide-ranging activity by the Office of the Chief Counsel, so as to meet the needs of and ensure uniform treatment of the legal orientations of the companies, and appropriate defense of their interests in Court and otherwise;

 

c)              the activity of the Chief Counsel’s Office on a corporate basis will provide better synergy for the legal services of the companies, and consequent gains in efficiency in meeting their legal needs, making it possible to reduce the costs of these services;

 

d)             on January 20, 2011 an Extraordinary General Meeting of Stockholders changed the Company’s Bylaws so as, among other alterations, to create the Office of the Chief Institutional Relations and Communication Officer;

 

e)              the growing number of subsidiaries of the Cemig Group indicates the need for a wide-ranging activity by the Office of the Chief Institutional Relations and Communication Officer, providing a better synergy of the companies’ services, with consequent gains in efficiency in providing for their needs;

 

f)                on October 15, 2011 the company signed the Contract to Adopt the Level 1 Differentiated Corporate Governance Practices of the BM&FBovespa, subscribing to the Level 1 Differentiated Corporate Governance Practice Regulations of BM&FBovespa S.A. — the Stock, Commodities and Futures Exchange;

 

g)             on March 21, 2011 the Brazilian Securities Commission (Comissão de Valores Mobiliários — CVM) approved, without reservations, the new Level 1 Corporate Governance Listing Regulations of the BM&FBovespa, reflecting the changes that had been approved in the process

 

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of a restricted public hearing for the listed companies in this segment, concluded in 2010;

 

h)             on April 7, 2011 the Company received BM&FBovespa Official Circular 018/2011 giving notice that the new Level 1 Corporate Governance Listing Regulations of the BM&FBovespa, and the related Sanctions Regulations, would come into effect on May 10, 2011, and giving notice of the measures to be taken by the listed companies in these segments to adapt to the changes in those Regulations;

 

i)                 under the new Level 1 Corporate Governance Listing Regulations of the BM&FBovespa, authorization for trading of securities in this segment will be granted only if the Company meets certain requirements, including adaptation of its Bylaws to the following minimum clauses published by the BM&FBovespa:

 

·                  with the Company’s admission to the special listing segment named Level 1 Corporate Governance of the BM&FBovespa, the Company, its stockholders, managers and members of the Audit Board (when installed), shall be subject to the provisions of the Level 1 Corporate Governance Listing Regulations of the BM&FBovespa (“the Level 1 Regulations”);

 

·                  the Members of Boards shall be elected by the General Meeting of Stockholders, with a unified period of office of two years, re-election being permitted;

 

·                  the posts of Chair of the Board of Directors and of Chief Executive Officer or principal executive of the Company may not be held by the same person; and

 

·                  no member of the Board of Directors or of the Executive Board may take office unless he/she has previously signed the Manager’s Acceptance Undertaking as specified in the Level 1 Regulations, and is also compliant with the applicable legal requirements;

 

j)                 the minimum clauses must be inserted in the Company’s Bylaws, by the earlier of: (i) the date of the first Extraordinary General Meeting to be held after 90 (ninety) days from the date (May 10, 2011) on which the new Regulations came into effect; or (ii) the date of the General Meeting of the Company that approves the financial statements for the 2011 business year; on pain of the controlling stockholder, the State of Minas Gerais, being obliged to pay a fine of a minimum of R$ 50,000.00 (fifty thousand Reais) and a maximum of R$ 100,000.00 (one hundred thousand Reais);

 

k)              delegation of powers to the Executive Board to sign contracts for sale of electricity and provision of distribution and transmission services has the purpose of providing more speed in the processes of commerce, avoiding a loss of competitiveness in the market due to internal procedures;

 

l)                 there is a need to improve the drafting on the possibility of delegation of powers by the Board of Directors to the Executive Board in relation to signing of the legal instruments referred to in sub-clause “k”, above, between related parties;

 

m)           improving the drafting of sub-clause “c” of the head paragraph of Clause 17 of the Bylaws, to give it greater clarity and scope, in accordance with the principle of transparency in Corporate Governance, is opportune;

 

n)             an Extraordinary General Meeting of Stockholders of Cemig will be held for, among other subjects, the purpose of improving the drafting of § 1 of Clause 17, and consequently there will be a need for improvement of the drafting of § 2 of Clause 12 of the Bylaws of Cemig Distribuição S.A. (“Cemig D”)  and Cemig Geração e Transmissão S.A.  (“Cemig GT”), relating to the possibility of the Board of Directors, by specific resolutions, delegating to the Executive Board the competency to authorize the signing of contracts for sale of electricity and provision of distribution and transmission services;

 

o)             an Extraordinary General Meeting of Stockholders of Cemig will be held, to change the composition of the Board of Directors, as a result of resignations;

 

p)             Article 11, § 1 of the Bylaws of Cemig, states:

 

 “Clause 11 - ...

 

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§1            The structure and composition of the Board of Directors and the Executive Board of the Company shall be identical in the wholly-owned subsidiaries Cemig Distribuição S.A and Cemig Geração e Transmissão S.A., with the exception that only the wholly-owned subsidiary Cemig Distribuição S.A. shall have a Chief Distribution and Sales Officer, and only the wholly-owned subsidiary Cemig Geração e Transmissão S.A. shall have a Chief Generation and Transmission Officer”;

 

q)             the sole sub-paragraph of Clause 8 of the Bylaws of both Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. states:

 

“§ 1  The members of the Board of Directors must, obligatorily, be the same members of the Board of Directors of the sole stockholder, Cemig.”;

 

r)                Cemig Geração e Transmissão S.A. and Cemig Distribuição S.A. are wholly-owned subsidiaries of Companhia Energética de Minas Gerais, and will hold Extraordinary General Meetings of Stockholders for changes in the Bylaws on the same date on which Cemig makes any changes to its Bylaws;

 

s)         Clause 21, § 4 sub-Clause “g”, of the Bylaws of Cemig states:

 

“Clause 21 ...

 

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

 

                                           ...

 

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

 

· now proposes to you the following:

 

1)                  Changes to the Bylaws, to:

 

I)                    alter the drafting of Sub-item X of Clause 22, to change the attributes of the Chief Counsel to the following:

 

“Clause 22…

 

X-            To the Chief Counsel:

 

a)             to coordinate the legal activities of the Company, and of its wholly-owned and other subsidiaries, in accordance with Article 116, sub-Clauses “a” and “b”, of Law 6404/1976, comprising:

 

·                   organization and supervision of the legal services of the companies in the areas of litigation and consultation, in all the areas of law;

 

·                   establishment of directive guidelines, issuance of legal orientations and preventive activity in legal matters in the interest of the Companies, adoption of measures aiming for integration and synergy of the legal areas of the Companies;

 

·                   promotion of the defense of the interests of the companies in the Courts and in the administrative sphere; and

 

·                   decision on strategies in law and in cases to be adopted by the companies;

 

b)            to support the other areas of the Company, and of its wholly-owned and other

 

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subsidiaries, in accordance with Article 116, sub-Clauses “a” and “b”, of Law 6404/1976, in legal and juridical matters;

 

c)             to propose and implement the directive guidelines for contracting of external legal services, coordinating and supervising their execution; and

 

d)            to coordinate the information relating to the Company’s legal actions, proceedings in the administrative sphere and services of legal consultancy; and of those of the Company’s wholly-owned and other subsidiaries, in accordance with Article 116, sub-Clauses “a” and “b”, of Law 6404/1976; and periodically or when requested, to inform the Executive Board and the Board of Directors on the strategy adopted in terms of proceedings and law, and development of such proceedings.”;

 

II)                alter the drafting of Sub-item XI of Clause 22, to change the attributes of the Chief Institutional Relations and Communication Officer to the following:

 

“Clause 22- ...

 

XI – To the Chief Institutional Relations and Communication Officer:

 

a)             to coordinate the representation of the Company and of its wholly-owned subsidiaries within the scope of its regulatory attributions in relations with the regulatory agencies, the Mining and Energy Ministry, and forums and associations of the sector;

 

b)            to coordinate the institutional relationships of the Company and of its wholly-owned subsidiaries, including the principal forums of legislation and development of public policies associated with the electricity sector;

 

c)             to coordinate the processes of inspection, and notices, originating from the regulatory agencies related to the Company and its wholly-owned subsidiaries, jointly with the Chief Officers’ Departments involved;

 

d)            to coordinate, based on the Company’s Strategic Planning,  the disclosure of institutional and corporate information on and about the Company and its wholly-owned subsidiaries;

 

e)             to coordinate the accompaniment of proposals for legislation and regulations, and also the statements of position of the Company and its wholly-owned subsidiaries, jointly with the Chief Officer’s Departments involved;

 

f)               to coordinate analysis and preparation of regulatory scenarios, ensuring that the impacts on the business of the Company’s wholly-owned subsidiaries are evaluated, so as to provide supporting input for the Company’s strategic corporate planning;

 

g)            to coordinate and align the corporate communication actions of the Company and of its wholly-owned subsidiaries to preserve the Company’s culture and values in relations with stockholders, employees, communities, clients, suppliers, government and opinion-formers, also ensuring alignment with the Company’s Strategic Plan;

 

h)            to coordinate the corporate communication efforts and actions of the Company and of its wholly-owned subsidiaries, aiming to maintain and strengthen the brand and sustain the addition of value in the relationships with the Company’s significant publics in such a way as to ensure a strong and positive reputation;

 

 i)             to coordinate decisions and implementation of the use of the brands of the Company and of its wholly-owned subsidiaries, to guarantee the value and strengthening of the Company;

 

j)                to coordinate actions in relation to preservation of the Memory Project of the Company and of its wholly-owned subsidiaries, making continuous efforts on behalf of the physical collections of the Company and of its wholly-owned subsidiaries;

 

k)             to coordinate the control and disclosure of institutional and corporate information;

 

l)                to coordinate, in accordance with the directives established by the Board of

 

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Directors, the use of funds for cultural projects, especially those of social responsibility, with funds under incentive laws; and

 

m)          to coordinate the disclosure of programs for energy efficiency and other programs directed to needy communities”;

 

III                As a result of the new Level 1 Differentiated Corporate Governance Practice Regulations of the BM&FBovespa Stock, Commodities and Futures Exchange:

 

a) to insert a Paragraph Three in Clause 1, with the following drafting:

 

“Clause 1- ...

 

   § 3                      Since the Company trades securities in the special listing segment referred to as Level 1 Corporate Governance of the BM&FBovespa Stock, Commodities and Futures Exchange, the Company, its stockholders, Managers and members of its Audit Board are subject to the provisions of the BM&FBovespa Level 1 Differentiated Corporate Governance Practice Regulations.”;

 

b)        to change the drafting of the head paragraph of Clause 12 and to insert in it Paragraphs 5 and 6, as follows:

 

“Clause 12                                     The Company’s Board of Directors shall be made up of 14 (fourteen) members and an equal number of substitute members. One of the members shall be its Chairman and another its Vice-Chairman, and all shall be elected for the same concurrent period of office of 2 (two) years, may be dismissed at any time by the General Meeting of Stockholders, and may be reelected.

...

 

§ 5                               The posts of Chair of the Board of Directors and Chief Executive Officer of the Company may not be held by the same person.

 

§ 6                               The members of the Board of Directors shall not take office unless they have previously signed the Managers’ Consent Undertaking, as specified in the Level 1 Regulations of the BM&FBovespa, and are also compliant with the applicable legal requirements.”

 

c) to change the drafting of Paragraph 1 of Clause 18, to the following:

 

“Clause 18- ...

 

§ 1                               The period of office of the Executive Officers shall be 3 (three) years, and re-election is permitted. The Executive Officers shall remain in their posts until their duly elected successors take office. No member of the Executive Board may take office without previously signing the Managers’ Consent Undertaking, as specified in the Level 1 Regulations, and being compliant with the applicable legal requirements.”;

 

IV)            to change the wording of sub-Clause “c” of the head paragraph of Clause 17, to improve the drafting, to the following:

 

“Clause 17- ...

 

c)             to decide, prior to the Company entering into them, on contracts and other legal transactions between the Company and related parties, that is to say when the party:

 

(a)         is related to the Company directly or indirectly through one or more intermediary entities, when the party:

 

(i)                         controls, is controlled by, or is under common control of the entity (such term to include parent companies and subsidiaries);

 

(ii)                      has an interest in the entity that confers upon it significant influence

 

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over the entity; or

 

(iii)                   has joint control over the entity;

 

(b)        is an affiliated company of the entity;

 

(c)         is a joint venture in which the entity is an investor;

 

(d)        is a member of the key management personnel of the entity or of its parent entity;

 

(e)         is a close family relation of any person referred to in sub-items “a” or “d;

 

(f)           is an entity controlled by, subject to the joint control of, or significantly influenced by, or in which the significant voting power in that entity directly or indirectly resides in any of the persons referred to in sub-clauses (d) or (e); or

 

(g)        is a post-employment benefit plan for the benefit of the employees of the entity, or of any entity which is a related party of that entity;”

 

and,

 

V) to change the drafting of the first Paragraph of Clause 17, to improve it, to the following:

 

“Clause 17- ...

 

§ 1                               The Board of Directors, in accordance with the legislation and by specific resolutions, may delegate to the Executive Board the power to authorize entering into contracts for sales of electricity or for provision of distribution or transmission services, including those between related parties.”.

 

2)                  Authorization for the representatives of Cemig, at the Extraordinary General Meetings of Stockholders of Cemig D and Cemig GT to be held on the same date as the Extraordinary General Meeting of Stockholders of Cemig for changes in the Bylaws, to vote in favor of the changes in the Bylaws of those Companies.

 

3)                  Authorization for the representatives of Cemig at the Extraordinary General Meetings of Stockholders of Cemig D and Cemig GT to be held on the same date as the Extraordinary General Meeting of Stockholders of Cemig for alteration of the composition of its Board of Directors, to vote in favor of the alteration of the composition of the Boards of Directors of those Companies, if there is a change in the composition of the Board of Directors of Cemig.

 

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

 

Belo Horizonte, November 18, 2011

 

Dorothea Fonseca Furquim Werneck – Chair

 

Maria Estela Kubitschek Lopes – Member

Djalma Bastos de Morais – Vice-Chair

 

Paulo Roberto Reckziegel Guedes – Member

Antônio Adriano Silva – Member

 

Saulo Alves Pereira Junior – Member

Arcângelo Eustáquio Torres Queiroz – Member

 

Adriano Magalhães Chaves – Member

Francelino Pereira dos Santos – Member

 

Paulo Márcio de Oliveira Monteiro – Member

Guy Maria Villela Paschoal – Member

 

Renato Torres de Faria – Member                     ”

João Camilo Penna — Member

 

 

 

The Chair of the Meeting then put to debate the Proposal submitted by the Board of Directors to this Meeting.

 

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Asking for the floor, the representative of the stockholder The State of Minas Gerais proposed an alteration to the proposal under discussion, to exclude Sub-items IV and V of Item 1 of the proposal, due to the fact that this matter has already been regulated by the Company’s Bylaws, by Normative Resolution 334/2008 of the National Electricity Agency (Aneel) and by Opinion 15057/2010 of the Office of the General Counsel of the State of Minas Gerais; and also alteration of the drafting of Item 2 of the proposal, to add a provision that the orientation of vote for alteration of the bylaws of Cemig D and of Cemig GT should refer to changes similar to those that are approved by Cemig in this Assembly.

 

Asking for the floor, the representative of the stockholder PREVI stated the opinion that Sub-item V of Item 1 of the proposal under discussion should provide for a limit to delegation, by the Board of Directors, to the Executive Board.

 

The Chair of the Meeting then put the said proposal of the Board of Directors to the vote, with the alterations proposed by the representative of the stockholder The State of Minas Gerais, and it was approved unanimously.

 

Again having the floor, the representative of the stockholder The State of Minas Gerais recommended that all changes to the Bylaws to be made by this Company should be previously evaluated and justified by the legal department of Cemig, using the competency provided by Article 22, X, of the Bylaws, prior to their being sent to the Corporate Governance Committee, for compliance with the provisions of Decree 45644/2011. The Chair of the Meeting, who is also the Chief Counsel of Cemig, then expressed gratitude for the trust and recognition of the strategic position of the legal department.

 

The stockholder Alexandre de Queiroz Rodrigues then took the floor to explain that at the expiry of the current period of office of the Members of the Board of Directors, on the occasion of the Annual General Meeting of 2012, a new election will be held for the Board of Directors, who shall have the new single, joint period of office, running concurrently for all members, of two years, in accordance with the new drafting of Clause 12 of the Bylaws that had just been approved.

 

The meeting being opened to the floor, the stockholder The State of Minas Gerais offered congratulations, in the name of the majority stockholder and in the person of the Chief Counsel, Maria Celeste Morais Guimarães, to the members of the Company for their successful management and for the remarkable performance in this business year of one of the largest companies in the electricity sector in the world. Mr. George Washington Tenório Marcelino then paid homage to Cemig, emphasizing the success of its management and wishing a happy holiday season to the stockholders present and to all of the Company’s staff and managers.

 

The Chair of the Meeting, who is Chief Counsel of Cemig, then in the name of the Company thanked the stockholders for their statements of opinion, emphasizing the way in which the majority stockholder has contributed to the growth and development of the Cemig Group, and the participation of the employees and managers in the conduct of the business and in the success of the Company. She also thanked Mr. George Washington Tenório Marcelino for his kindness and his statement, and remarked that it was a privilege for the Company to have such a significant number of its stockholders present at its General Meetings.

 

The meeting remaining open to the floor, and since no-one else wished to speak, the Chair ordered the session suspended for the time necessary for the writing of the minutes.

 

The session being reopened, the Chairman, after putting the said minutes to debate and to the vote, verified that they had been approved and signed, and closed the meeting.

 

For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.

 

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