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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16
OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2005

(Commission File No. 1-14862 )
 

 
BRASKEM S.A.
(Exact Name as Specified in its Charter)
 
N/A
(Translation of registrant's name into English)
 


Rua Eteno, 1561, Polo Petroquimico de Camacari
Camacari, Bahia - CEP 42810-000 Brazil
(Address of principal executive offices)



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

Form 20-F ___X___       Form 40-F ______

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). _____

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). _____

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

Yes ______       No ___X___

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.


(A free translation of the original in Portuguese)





Braskem S.A. and
Subsidiaries
Financial Statements at
December 31, 2004 and 2003
and Report of Independent Auditors







(A free translation of the original in Portuguese)

Report of Independent Auditors

To the Board of Directors and Shareholders
Braskem S.A.

1 We have audited the accompanying balance sheets of Braskem S.A. and the consolidated balance sheets of Braskem S.A. and its subsidiaries as of December 31, 2004 and 2003, and the related statements of income, of changes in shareholders’ equity and of changes in financial position of Braskem S.A., as well as the related consolidated statements of income and of changes in financial position, for the years then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements. The audits of the financial statements at and for the years ended December 31, 2004 and 2003 of the jointly-controlled entity Politeno Indústria e Comércio S.A. and of the associated company Petroflex Indústria e Comércio S.A., which are recorded under the equity method, were conducted by other independent auditors. Our opinion, insofar as it relates to the amounts of these investments and the profits generated by them, of R$ 203,465 thousand and R$ 61,451 thousand, respectively, in 2004 and R$ 179,091 thousand and R$ 33,317 thousand, respectively, in 2003, is based solely on the opinions of the other independent auditors.

2 We conducted our audits in accordance with approved Brazilian auditing standards, which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all material respects. Accordingly, our work included, among other procedures: (a) planning our audit taking into consideration the significance of balances, the volume of transactions and the accounting and internal control systems of the Companies, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements, and (c) assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

3 In our opinion, based on our audit and on the reports issued by other independent auditors, the financial statements audited by us present fairly, in all material respects, the financial position of Braskem S.A. and of Braskem S.A. and its subsidiaries at December 31, 2004 and 2003, and the results of operations, the changes in shareholders’ equity and the changes in financial position of Braskem S.A., as well as the consolidated results of operations and of changes in financial position, for the years then ended, in conformity with accounting practices adopted in Brazil.

4 As described in Notes 16(c) and 19 to the financial statements, Braskem S.A. and certain subsidiaries are parties to significant lawsuits which seek exemption from payment of social contribution on net income and a lawsuit regarding the validity of Clause 4 of the Collective Labor Agreement of the Union of the Employees of Petrochemical, Plastic Chemicals and Related Companies of the state of Bahia (SINDIQUÍMICA). Based on the opinion of its outside legal advisors and Company management, no material losses are expected from these disputes. Accordingly, these financial statements do not include any provisions to cover the possible effects of these lawsuits.

5 Based on the decision of the Federal Supreme Court (STF), the management of the former indirect subsidiary OPP Química S.A., merged into Braskem S.A. in March 2003, recorded an Excise Tax (IPI) credit in the amount of R$ 1,030,125 thousand in the results for the year ended December 31, 2002. Although the National Treasury has filed an appeal of certain aspects of this decision, as described in Note 9(i), management has concluded, based on the opinion of its legal advisors that this appeal cannot significantly alter the receivable recorded by the subsidiary.

6 The Company belongs to a group of companies comprising the Braskem Group and carries out financial and commercial transactions, in significant amounts, with its subsidiaries and other Group companies, under the conditions described in Note 8 to the financial statements.

7 As described in Note 1(c) to the financial statements, the Company and some of its subsidiaries are involved in a broad business and corporate restructuring process, as part of the overall restructuring of the Brazilian petrochemical industry, intended to give the industry a more adequate capital structure, greater profitability, competitiveness and economies of scale. The Company and some of its subsidiaries are being, and will continue to be, affected by economic and/or corporate changes resulting from this process, the outcome of which will determine how the operations of the Company and its subsidiaries will develop, including the management of total liabilities and current and long-term assets. Additionally, this process and the matters described in Note 2 have affected the comparability between the financial statements as of December 31, 2004 and the financial statements of the prior year.

8. As described in Notes 10, 11, and 12 to the financial statements, the Company and some of its subsidiaries recognized in their financial statements goodwill on the acquisition of investments based on the fair values of fixed assets and the expected future profitability of the investees. These goodwill balances are being amortized in accordance with the period of return defined in the independent valuation reports and the financial projections prepared by management. The maintenance of the goodwill balances, and the current amortization criteria in the financial statements of future years will depend upon the realization of the projected cash flows and income and expenses used by the valuers in determining the fair values, as well as the future profitability of the investees.

9 Our audits were conducted for the purpose of forming an opinion on the basic financial statements, referred to in the first paragraph, taken as a whole. The statements of cash flows for the years ended December 31, 2004 and 2003, presented in Attachment I to provide supplementary information about the Company and its subsidiaries, are not a required part of the basic financial statements, in conformity with accounting practices adopted in Brazil. This information has been subjected to the auditing procedures described in paragraph 2 and, in our opinion, is fairly presented in all material respects in relation to the financial statements taken as a whole.

Salvador, February 10, 2005


PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 "F" BA



Marco Aurélio de Castro e Melo
Contador CRC 1SP153070/O-3 "S" BA


COPY OF THE ORIGINAL





Braskem S.A. and Subsidiaries  
 
Balance Sheets at December 31
In thousands of reais (A free translation of the original in Portuguese)



  Parent company Consolidated
 

Assets 2004  2003  2004  2003 
 



 
Current assets
    Cash and cash equivalents 1,556,869  423,791  1,753,321  689,597 
    Securities   45,658  20,466  509,776 
    Trade accounts receivable 1,265,921  896,199  1,366,924  1,216,186 
    Taxes recoverable 381,774  279,786  481,990  395,931 
    Inventories 1,259,557  696,141  1,536,090  1,071,628 
    Related parties   21,652  599 
    Dividends and interest on capital 93,279  30,203    1,071 
    Advances to suppliers and others 82,286  95,807  117,808  121,306 
    Prepaid expenses 50,609  47,761  56,877  87,000 
 



 
  4,690,295  2,536,998  5,334,075  4,092,495 
 



 
Long-term receivables
    Trade accounts receivable 18,247  24,745  23,146  27,038 
    Related parties 745,765  945,081  34,825  62,716 
    Marketable securities 61,422  34,199  89,829  34,231 
    Judicial deposits and compulsory loans 160,589  137,718  198,635  191,340 
    Deferred income tax 301,527  165,620  303,826  166,045 
    Taxes recoverable 175,894  544,685  256,112  640,643 
    Inventories 47,669  62,513  50,369  115,603 
    Other receivables 1,108  560  9,110  12,854 
 



 
  1,512,221  1,915,121  965,852  1,250,470 
 



 
Permanent assets
    Investments
        Subsidiaries and jointly-controlled entities 3,423,304  4,445,318 
        Associated companies 55,691  33,505  55,691  37,695 
        Other investments 8,364  5,239  34,970  34,512 
    Property, plant and equipment 4,823,535  3,532,437  5,397,173  5,352,824 
    Deferred charges 2,209,529  1,623,968  3,105,066  3,175,493 
 



    
  10,520,423  9,640,467  8,592,900  8,600,524 
 



 
Total assets 16,722,939  14,092,586  14,892,827  13,943,489 
 





  Parent company Consolidated
 

Liabilities and shareholders’ equity 2004  2003  2004  2003 
 



 
Current liabilities
    Suppliers 2,282,592  1,114,330  2,038,937  1,049,136 
    Loans and financing 1,435,094  2,474,482  1,775,618  2,759,167 
    Debentures 4,969  19,196  4,969  19,196 
    Salaries and payroll charges 72,243  43,970  95,589  81,718 
    Taxes and social contributions payable 182,127  45,117  230,235  152,375 
    Dividends proposed and interest on capital payable 183,873  749  191,550  7,280 
    Advances from customers 24,844  80,375  47,906  256,425 
    Related parties 1,147,804  698,538     217 
    Insurance premiums payable 52,657  42,170  53,205  72,659 
    Other payables 55,111  31,446  98,657  76,314 
 



 
  5,441,314  4,550,373  4,536,666  4,474,487 
 



 
Long-term liabilities
    Suppliers 74,107  61,341  74,107  61,341 
    Loans and financing 3,315,086  2,666,328  3,051,182  3,615,264 
    Debentures 1,167,870  1,472,804  1,167,870  1,472,804 
    Advances for purchase of credit rights    80,514     113,400 
    Related parties 671,381  1,762,396  115,734  177,578 
    Deferred income tax 9,115  9,705  9,254  9,844 
    Taxes and contributions payable 1,143,247  500,155  1,332,123  1,149,138 
    Provision for loss on investments 535,604  698,691 
    Other payables 99,935  97,116  121,219  133,474 
 



 
  7,016,345  7,349,050  5,871,489  6,732,843 
 



    
Deferred income
        Negative goodwill on investments in
        subsidiaries 30,250  34,844  94,117  69,176 
 



 
Minority interest       203,093  554,409 
     

 
Shareholders’ equity
    Capital 3,402,968  1,887,422  3,402,968  1,887,422 
    Capital reserves 344,782  744,315  344,782  744,315 
    Revenue reserves 489,185    454,727
    Treasury stock (1,905) (10,137) (15,015) (23,247)
    Accumulated deficit    (463,281)    (495,916)
 



 
  4,235,030  2,158,319  4,187,462  2,112,574 
 



 
 
Total liabilities and shareholders’ equity 16,722,939  14,092,586  14,892,827  13,943,489 
 





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



Braskem S.A. and Subsidiaries

Statements of Income
Years Ended December 31
In thousands of reais, except net income per thousand shares (A free translation of the original in Portuguese)

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



Gross sales
    Domestic market 12,136,932  7,840,832  13,406,178  9,926,982 
    Foreign market 1,957,624  1,630,053  2,548,383  2,617,690 
Deductions from gross sales
    Sales taxes, freights and returns (3,312,950) (1,805,582) (3,762,561) (2,408,862)
 



 
Net sales revenue 10,781,606  7,665,303  12,192,000  10,135,810 
Cost of sales and services rendered (8,120,344) (6,264,807) (9,078,324) (8,089,268)
 



 
Gross profit 2,661,262  1,400,496  3,113,676  2,046,542 
 



 
 
Operating expenses (income)
    Selling 229,488  104,180  274,924  158,326 
    General and administrative 314,577  209,698  362,320  305,385 
    Directors’ remuneration 10,111  3,822  12,735  8,243 
    Investment in subsidiaries and associated companies
        Equity in the results (169,952) (91,825) (17,998) (13,616)
        Amortization of goodwill (negative goodwill), net 283,988  171,962  152,729  255,985 
        Exchange variation 8,767  (134,198) 9,645  (22,414)
        Tax incentives       (44,338) (65,647)
        Provision (reversal) for investment losses (124,434) 24,060  7,500  1,275 
        Other (3,059)    (16,615) 2,664 
    Depreciation and amortization 370,124  210,143  359,365  193,460 
    Financial expenses 1,074,796  800,695  1,291,014  712,565 
    Interest on capital 170,000    170,000 
    Reversal of interest on capital (170,000)   (170,000)
    Financial income 26,072  (100,205) (60,287) (8,983)
    Other operating income, net (34,283) (41,284) (41,618) (49,746)
 



 
  1,986,195  1,157,048  2,289,376  1,477,497 
 



 
Operating profit 675,067  243,448  824,300  569,045 
Non-operating expenses, net (26,544) (2,280) (29,915) (4,840)
 



 
Income before income tax and
    social contribution 648,523  241,168  794,385  564,205 
Provision for income tax and social contribution (92,341) (51,607) (217,335) (143,343)
Deferred income tax 136,497  21,450  138,372  20,453 
 



 
Income before minority interest 692,679  211,011  715,422  441,315 
Minority interest       (24,565) (226,180)
 



 
Net income for the year 692,679  211,011  690,857  215,135 
 



 
Net income per thousand shares outstanding
    at the end of the year - R$ 7,65  3,08 
 



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



Braskem S.A.  
 
Statements of Changes in Shareholders’ Equity
In thousands of reais (A free translation of the original in Portuguese)



    Capital reserves Revenue reserves
   

  Capital Capital
restatement
Tax
incentives
Other Legal Retained
earnings
Treasury
stock
Retained
earnings
(accumulated
deficit) 
Total 
 








 
At December 31, 2002 1,845,399 2,331 714,933 557     (17,291) (674,292) 1,871,637 
 
Capital increase 42,023 (2,331)              39,692 
Tax incentives     28,825            28,825 
Exchange of shares             7,154    7,154 
Net income for the year               211,011  211,011 
 








 
At December 31, 2003 1,887,422   743,758 557     (10,137) (463,281) 2,158,319 
 
Capital increase (Notes 1(d) and 18(a)) 1,515,546                1,515,546 
Exchange of shares (Note 1(c))             8,232    8,232 
Absorption of accumulated losses (Note 18(a))     (463,281)          463,281 
Tax incentives     63,748            63,748 
Prescribed dividends               684  684 
Interest on capital (Note 18(e))               (170,000) (170,000)
Net income for the year               692,679  692,679 
Appropriations:
    Legal reserve         34,634     (34,634)   
    Proposed dividends               (34,178) (34,178)
    Retained earnings           454,551   (454,551)   
 








 
At December 31, 2004 3,402,968   344,225 557 34,634 454,551 (1,905)    4,235,030 
 










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



Braskem S.A. and Subsidiaries  
 
Statements of Changes in Financial Position
Years Ended December 31
In thousands of reais (A free translation of the original in Portuguese)



  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Financial resources were provided by
Operations
    Net income for the year 692,679  211,011  690,857  215,135 
    Expenses (income) not affecting working capital:
        Depreciation, amortization and depletion 720,432  405,599  794,935  548,148 
        Investment in subsidiaries and associated companies
            Equity in the results (169,952) (91,825) (17,998) (13,616)
            Amortization of goodwill (negative goodwill), net 283,988  171,962  152,729  255,985 
            Provision for (reversal of) loss in investment (124,434) (13,734) 7,500  (36,518)
            Exchange differences on investments 8,767  (134,198) 9,645  (22,414)
            Tax incentives       (44,338) (65,647)
    Gains (losses) on equity in investments and other (2,576) 3,768  (16,030) 3,768 
    Residual value of permanent asset disposals 2,368  94,053  5,502  99,105 
    Provision for loss in permanent assets 18,199  7,278  18,199  7,278 
    Long-term interest and monetary variation, net (63,646) 33,648  (97,436) (94,423)
    Deferred income tax (136,497) (21,450) (138,372) (20,453)
    Minority interest     24,565  226,180 
    Other 22,171  22,845  39,161  55,188 
 



    
Total from operations 1,251,499  688,957  1,428,919  1,157,716 
 



    
Shareholders
    Capital payment 1,210,950  39,692  1,210,950  39,947 
    Exchange of treasury stock 8,232  7,154  8,232  7,154 
    Advance for future capital increase     562  2,720 
 



    
  1,219,182  46,846  1,219,744  49,821 
 



 
Third parties
    Financing included in long-term liabilities 2,763,808  1,001,811  2,837,265  1,734,412 
    Transfer from long-term receivables to current assets 505,337  160,110  509,993  374,155 
    Increase in long-term liabilities 103,526  140,661  130,571  313,490 
    Decrease in long-term receivables 35,322  35,243  44,601  77,061 
    Increase in current liabilities, net 39,403        163,398 
    Dividends receivable 192,295  70,200     1,151 
    Tax incentives 63,748  28,825  111,921  121,716 
    Other 685     684  (235)
 



    
  3,704,124  1,436,850  3,635,035  2,785,148 
 



    
Total funds provided - carried forward 6,174,805  2,172,653  6,283,698  3,992,685 
 





  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Total funds provided - brought forward 6,174,805  2,172,653  6,283,698  3,992,685 
 



 
Financial resources were used for
    Dividends proposed and interest on capital payable 204,178    209,833  4,800 
    Transfer from long-term to current liabilities 434,318  64,865  47,485  74,602 
    Settlement of long-term financing 900,000    1,347,059
    Decrease of current account liabilities, net   809,168 55,531
    Transfer from long-term financing to current assets 2,072,035  1,028,078  2,161,132  1,366,184 
    Decrease in long-term liabilities 119,079  393  126,066  319,605 
    Increase in long-term receivables 67,070  41,841  151,497  222,115 
    Other          12,630 
 
    Permanent assets
        Investments 75,015  96,429  23,648  118,499 
        Property, plant and equipment 368,349  123,141  432,322  214,663 
        Deferred charges 509,823  167,082  549,724  255,267 
        Net working capital of merged company 162,582  848,863 
 



 
Total funds used 4,912,449  3,179,860  5,104,297  2,588,365 
 



 
Increase (decrease) in working capital 1,262,356  (1,007,207) 1,179,401  1,404,320 
 



 
Working capital variations
 
Current assets
    At the end of the year 4,690,295  2,536,998  5,334,075  4,092,495 
    At the beginning of the year 2,536,998  1,002,418  4,092,495  3,648,745 
 



  2,153,297  1,534,580  1,241,580  443,750 
 



 
Current liabilities
    At the end of the year 5,441,314  4,550,373  4,536,666  4,474,487 
    At the beginning of the year 4,550,373  2,008,586  4,474,487  5,435,057 
 



  890,941  2,541,787  62,179  (960,570)
 



Increase (decrease) in working capital 1,262,356  (1,007,207) 1,179,401  1,404,320 
 





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



(A free translation of the original in Portuguese)

Braskem S.A. and Subsidiaries

Notes to the Financial Statements
at December 31, 2004 and 2003
All amounts in thousands of reais unless otherwise indicated

1 Operations

(a) Braskem S.A. ("Braskem" or "the Company "), is engaged in manufacturing, selling, importing and exporting chemical and petrochemical products and fuels, as well as the production and supply of utilities such as steam, water, compressed air and electric power to the companies in the Camaçari Petrochemical Complex in Bahia, Brazil, and the rendering of services to those companies. The Company also invests in other companies, either as a partner or shareholder.

(b) As of December 31, 2004, Braskem has consolidated negative working capital in the amount of R$ 751,019 (2003 - R$ 2,013,375). The composition of working capital includes an amount of R$ 1,095,808, payable to the wholly-owned subsidiary Odebrecht Química S.A. (“Odequi”) (Note 8(a)), eliminated on consolidation.

(c) Formation of Braskem

Since its inception on August 16, 2002, the Company has undergone a major corporate restructuring process, disclosed to the market through material events. The main events in 2003 and 2004 can be summarized as follows:

In order to provide equal treatment to the preference shareholders of Trikem, the ratio for the substitution of Trikem shares for preferred shares of Braskem was the same as the exchange ratio established in the Trikem Public Offer concluded on December 4, 2003 in relation to the owners of Trikem common stock.

The valuations of the net equities of Braskem and Trikem, and the exchange ratio of the shares, are as follows:

  Braskem  Trikem 
 

 
Present number of shares (thousands) (*) 68,432,133 60,868,763
Market value of net equity (in R$) 5,733,160,995.68 1,439,109,292.58
Value per one thousand shares at market value (in R$) 83.78 23.64
Exchange ratio at market value 1 3.54
Exchange ratio of Trikem Preference and Common
    shares for Braskem Class A preferred shares, in
    the merger 3.47
Standard lot of shares 1,000 1,000

(*)

Excluding treasury shares.

After the merger of Trikem the Company's capital increased by R$ 304,596 through the issue of 8,136,165,484 Class A preferred shares, to R$ 2,192,018, divided into 25,730,061,841 common shares, 51,230,857,903 Class A preferred shares, and 229,154,800 Class B preferred shares (Note 18(a)).

The Company and its subsidiaries, as participants in the restructuring process of the Brazilian petrochemical industry, may be effected by economic and/or corporate aspects as a result of the outcome of this process.

(d) Initial Public Offer of Shares ("Global Offer")

On April 1, 2004, the Board of Directors approved the initial public offer of Class A preferred shares in Brazil and overseas, through the increase in capital within the authorized capital limit.

On September 22 and 27, 2004, the Board of Directors approved the issues of 12,285,000,000 and 1,170,000,000 shares, respectively, in the amount of R$ 90.00 per thousand shares, to be subscribed in Brazil and US$ 31.38 per thousand shares, to be subscribed overseas.

Financial settlement occurred on September 28, 2004, after the payment of capital in the amount of R$ 1,210,950.

(e) Corporate governance and Administrative Council for Economic Defense (CADE)

In February 2003, Braskem enrolled in Level 1 of Differentiated Corporate Governance of the São Paulo Stock Exchange (BOVESPA), which mainly commits the Company to improvements in providing information to the market and in the dispersion of shareholdings, and attained with the Global Offer (Note 1(d)) approximately 45% of the free float. At 2005, the Company intends to reach the Level 2 of BOVESPA’s Governance.

In accordance with the law, the concentration resulting from the change in control of Braskem was notified in a timely manner to the anti-trust authorities. In July 2002, the Secretariat for Economic Monitoring of the Finance Ministry (SEAE) issued a favorable opinion on the transaction. On May 2, 2003 the favorable opinion of the Secretariat for Economic Rights (SDE) was published without any restrictions. The transaction was submitted for the review and analysis of the Administrative Council for Economic Defense (CADE), and in November 2003 CADE Prosecution Service also approved the transaction without any restrictions. In February 2004, the transaction was examined by the Federal Department of Public Prosecution, which also recommended the approval of the transaction. On February 27, 2004, Braskem filed a request for the approval of the transaction arguing that the statute of limitation to judge the transaction had taken effect. The claim is currently waiting inclusion in the agenda for judgment by CADE’s Plenary Session.

2 Presentation of the Financial Statements

The financial statements were prepared in accordance with the accounting practices adopted in Brazil and also in compliance with the standards and procedures determined by the Brazilian Securities Commission (CVM).

The following reclassifications were made for a better presentation and comparison between 2004 and 2003:

The comparison between the financial statements as of and for the year ended December 31, 2004 of the Company and its subsidiaries and the financial statements of the prior year must take into account the corporate restructuring mentioned in Note 1(c), especially the mergers of Trikem and MONÔMEROS, carried out on January 15, and March 31, 2004, respectively. The financial statements of these companies as of and for the year ended December 31, 2003, are shown below:

  December 31, 2003
 
  Trikem  Monômeros


Assets
    Current assets
        Cash and cash equivalents 23,628  1,507 
        Trade accounts receivable 169,064  4,124 
        Inventories 173,161  8,818 
        Taxes recoverable 16,582  2,992 
        Prepaid expenses and other 30,899 


 
  413,334  17,445 


 
    Long-term receivables
        Related parties 878,120  74,347 
        Taxes recoverable 49,559 
        Other receivables 69,701  447 


 
  997,380  74,794 


 
    Permanent assets
        Investments 290,064 
        Property, plant and equipment 854,745  40,679 
        Deferred charges 66,373  206 


 
  1,211,182  40,885 


 
  2,621,896  133,124 


 
Liabilities and shareholders’ equity
    Current liabilities
        Loans and financing 325,514  5,793 
        Suppliers 122,381  6,980 
        Taxes and contributions payable 56,960  2,256 
        Other 79,139  2,263 


 
  583,994  17,292 


 
    Long-term liabilities
        Loans and financing 821,264    
        Taxes and contributions payable 490,486    
        Other 61,555    


 
  1,373,305    


 
    Shareholders’ equity
        Capital social 809,085  87,740 
        Capital reserve 103,698  16,250 
        Revenue reserve   3,325 
        Retained earnings (accumulated deficit) (248,186) 8,517 


 
  664,597  115,832 


 
  2,621,896  133,124 



  Year ended
December 31, 2003
 
  Trikem  Monômeros


 
Statement of operations
    Gross sales
        Domestic market 1.532,999 64,538 
        Foreign market 207,264  36,901 
    Sales taxes, freights and returns (377,238) (17,094)
    Cost of product sold (996,236) (64,832)


 
    Gross profit 366,789  19,513 


 
    Operating expenses (income)
        Selling, general and administrative 68,558  4,730 
        Depreciation and amortization 7,464 
        Financial, net (121,749) 1,472 
        Equity in the results 42,662 
        Other (9,111) (1)


 
  (12,176) 6,201 


 
    Operating profit 378,965  13,312 
        Non-operating expenses, net (2,561) (1)


 
    Income before income tax and social contribution 376,404  13,311 
 
        Income tax and social contribution (33,603) (4,502)


 
    Net income for the year 342,801  8,809 


3 Main Accounting Practices

(a) Use of estimates

In the preparation of the financial statements, it is necessary to use estimates to record certain assets, liabilities and transactions. The financial statements of the Company and its subsidiaries include, therefore, various estimates regarding the selection of the useful lives of property, plant and equipment, as well as provisions for contingencies, income tax and other similar amounts.

(b) Determination of results of operations

Results of operations are determined on the accrual basis of accounting.

Sales revenues are recognized when risk and product ownership is transferred to the customers.

The provisions for income tax and Value-Added Tax on Sales and Services (ICMS) expenses are recorded gross of the tax incentive portions, with the amounts related to tax exemption and reduction recorded in capital reserves.

In accordance with the requirements of CVM Deliberation 273 and Instruction 371, the deferred income tax is stated at probable realizable value, expected to occur as described in Note 16(b).

The Company has recognized in results for the year the market value of derivative contracts relating to liabilities indexed to foreign currency or to international interest rates. At December 31, 2004, the Company has no outstanding contracts (2003 - negative in R$ 4,056).

The sales transactions between the Company and the merged companies (Note 1(c)) from January 1 and March 31, 2003 have been eliminated, and the taxes resulting from these sales, in the amount of R$ 24,191, were classified as “Other operating expenses".

(c) Current assets and long-term receivables

Cash and cash equivalents basically consist of cash deposits and marketable securities or investments maturing within 90 days. At December 31, 2004, R$ 1,419,438 of the total balance refers to financial investments (2003 - R$ 302,701), and R$ 1,602,092 in consolidated (2003 - R$ 512,275). Investments in Brazil basically refer to units of an exclusive Braskem fund, which in turn holds units in local investment funds, for example, fixed-income funds, multiportfolio funds, FIDCs, etc. Investments abroad basically consist of a financial investment fund portfolio, the risk of which is limited to securities from G7 qualified issuers.

Securities are valued at the lower of cost or market, including accrued income earned to the balance sheet date. Derivative instruments are valued at their adjusted fair value, based on market quotations for similar instruments against future exchange and interest rates.

The allowance for doubtful accounts is set up at an amount considered sufficient to cover estimated losses on the realization of the receivables, taking into account the Company's loss experience, and includes amounts in litigation.

Inventories are stated at average purchase or production cost, which is lower than replacement cost or realizable value. Imports in transit are stated at the accumulated cost of each import. Inventories of consumable materials are classified in current assets or long-term receivables, considering their history of consumption.

The other assets are shown at realizable values, including, where applicable, accrued income and monetary variations, or at cost in the case of prepaid expenses.

(d) Permanent assets

These assets are stated at cost plus restatements for inflation through December 31, 1995 considering the following:

(e) Current and long-term liabilities

These liabilities are stated at known or estimated amounts, including accrued charges and monetary and exchange adjustments.

The provision for loss in subsidiaries is recorded based on the net capital deficiency (excess of liabilities over assets) of these companies, and is recorded as a long-term liability against the equity results.

Defined-benefit pension plans are accounted for based on the calculations made by independent actuaries, based on assumptions provided by the Company.

The provisions are recorded based on (i) current legislation (even considering that this legislation is considered by management to be unconstitutional); (ii) the need to eliminate contingent gains upon credit offsetting resulting from litigation; and (iii) estimated payments of indemnities considered probable.

(f) Deferred income

Deferred income includes negative goodwill in merged companies, supported by the expected future profitability.

(g) Consolidated financial statements

The consolidated financial statements include the financial statements of the Company and its subsidiaries and jointly-controlled entities in which it has direct or indirect share control, as shown below:

 

 

 

 

 

 

 

Interest in capital - %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Head office

 

 

 

 

 

 

 

 

 

 

(country)

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

MONÔMEROS

 

(i)

 

Brazil

 

 

 

87.24

 

 

Copene Participações

 

 

 

Brazil

 

100.00

 

100.00

 

 

CPN Distribuidora de Combustíveis Ltda. ("CPN Distribuidora")

 

 

 

Brazil

 

100.00

 

100.00

 

 

CPN Incorporated Ltd. ("CPN Inc.")

 

 

 

Cayman Islands

 

100.00

 

100.00

 

 

CPP - Companhia Petroquímica Paulista ("CPP")

 

 

 

Brazil

 

90.71

 

90.71

 

 

Investimentos Petroquímicos Ltda. ("IPL")

 

 

 

Brazil

 

100.00

 

100.00

 

 

Lantana Trading Company Inc. ("Lantana")

 

 

 

Bahamas

 

100.00

 

100.00

 

 

Odequi

 

(ii)

 

Brazil

 

100.00

 

98.63

 

 

Odequi Investments Ltd. ("OIL")

 

 

 

Bahamas

 

100.00

 

100.00

 

 

Overseas

 

 

 

Cayman Islands

 

100.00

 

100.00

 

 

OPP Finance Ltd. ("OPP Finance")

 

(iii)

 

Cayman Islands

 

 

 

100.00

 

 

OQPA

 

 

 

Brazil

 

100.00

 

100.00

 

 

Polialden

 

(iv)

 

Brazil

 

63.68

 

56.27

 

 

Proppet Overseas Ltd. ("Proppet Overseas")

 

(iii)

 

Bahamas

 

 

 

100.00

 

 

Tegal Terminal de Gases Ltda. ("Tegal")

 

(v)

 

Brazil

 

90.79

 

84.36

 

 

Trikem

 

(vi)

 

Brazil

 

 

 

12.55

 

 

Companhia Alagoas Industrial - CINAL ("CINAL")

 

(vii)

 

Brazil

 

63.03

 

 

 

 

CPC Cayman Ltd. ("CPC Cayman")

 

(vii)

 

Cayman Islands

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

(viii)

 

 

 

 

 

 

 

 

CETREL S.A. - Empresa de Proteção Ambiental

 

 

 

 

 

 

 

 

 

 

("CETREL")

 

(ix)

 

Brazil

 

40.56

 

26.07

 

 

Codeverde Companhia de Desenvolvimento

 

 

 

 

 

 

 

 

 

 

Rio Verde ("CODEVERDE")

 

 

 

Brazil

 

35.49

 

35.44

 

 

COPESUL - Companhia Petroquímica do Sul ("Copesul")

 

(x)

 

Brazil

 

23.67

 

23.67

 

 

Politeno

 

 

 

Brazil

 

33.88

 

33.88

 

 

 

 

 

 

 

 

 

 

 

 

Direct subsidiaries of ODEQUI

 

 

 

 

 

 

 

 

 

 

OPE Investimentos

 

(xi)

 

Brazil

 

 

 

89.41

 

 

Trikem

 

(xii)

 

Brazil

 

 

 

41.02

 

 

 

 

 

 

 

 

 

 

 

 

Direct subsidiaries of Trikem

 

 

 

 

 

 

 

 

 

 

CINAL

 

 

 

Brazil

 

 

 

63.03

 

 

CPC Cayman

 

 

 

Cayman Islands

 

 

 

100.00

 

 

Odebrecht Mineração e Metalurgia Ltda. ("OMML")

 

(xiii)

 

Brazil

 

 

 

100.00

 

 

TRK Brasil Trust S.A. ("TRK")

 

(xiii)

 

Brazil

 

 

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

Direct subsidiary of Poliaden

 

 

 

 

 

 

 

 

 

 

Poliaden America Inc. ("Poliaden America")

 

 

 

USA

 

100.00

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

Direct subsidiary of COPESUL

 

 

 

 

 

 

 

 

 

 

COPESUL International Trading Inc.

 

 

 

Bahamas

 

100.00

 

100.00

 


(i)

Company merged on March 31, 2004 (Note 1(c)).

(ii)

In 2003, on a consolidated basis, the total participation in the capital of ODEQUI, including the participation held by the subsidiary OVERSEAS, is 100%.

(iii)

Liquidated in the first six-month period of 2004.

(iv)

Increase in participation due to the exchange of shares with minority shareholders of Polialden (Note 1(c)).

(v)

With the merger of Trikem, the participation in the capital of Tegal is 90.79%.

(vi)

Company merged on January 15, 2004 (Note 1(c)).

(vii)

Direct subsidiary, as from the merger of Trikem.

(viii)

Investments were proportionally consolidated, as prescribed in CVM Instruction 247/96.

(ix)

With the merger of Trikem, the participation in the capital of CETREL is 40.56%. On a consolidated basis, the total participation in the capital of CETREL, including the participation held by the subsidiary Polialden, is 41.01%.

(x)

On a consolidated basis, the total participation in the capital of COPESUL, including the participation held by the subsidiary Odequi, is 29.46%.

(xi)

Company merged by the subsidiary Odequi on November 1, 2004.

(xii)

Investment sold to Braskem, through the spin-off of Odequi (Note 1(c)).

(xiii)

Company merged on May 31, 2004 by the subsidiary Odequi.

In the consolidated financial statements, the intercompany investments and the equity in the results, as well as the intercompany assets, liabilities, income, expenses and unrealized gains arising from transactions between consolidated companies, were eliminated.

Minority interest in the equity and in the results of subsidiaries has been segregated in the consolidated balance sheet and statement of operations, respectively. Minority interest corresponds to the respective participations in CINAL, CPP, Polialden, Tegal, MONÔMEROS and Trikem (MONÔMEROS and Trikem only for the net income (loss) for the year ended December 2003).

Goodwill not eliminated on consolidation was reclassified to a specific account in permanent assets, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to "Deferred income ".

For a better presentation of the consolidated financial statements, the cross-holding between the subsidiary Copene Participações and the Company, which arose from the corporate restructuring, was reclassified to treasury stock. The subsidiary Copene Participações holds 145,082,980 common shares and 72,541,484 Class A preference shares, representing 0.24% of the Company’s total capital.

The reconciliation between the parent company and consolidated shareholders’ equity and the net income (loss) for the year is as follows:

  Shareholders’
equity
Net income
(loss)
for the year
 

  2004  2003  2004  2003 
 



Parent company 4,235,030 2,158,319 692,679  211,011 
    Cross-holding classified as treasury stock (13,110) (13,110)
    Exclusion of the profit in subsidiaries’ inventories (5,946)   (5,946)
    Exclusion of the gain on sale of investment
        between related parties (38,476) (38,476)
    Reversal of goodwill amortization relating to
        sale of investment between related parties 9,964 5,841 4,124  4,124 
 



 
Consolidated 4,187,462 2,112,574 690,857  215,135 
 



Information about the balance sheets and statements of operations of the jointly-controlled entities, which are proportionally consolidated under the terms of CVM Instruction 247/96, is summarized below:

 

 

 

 

Copesul

 

CETREL (*)

 

CODEVERDE (*) (**)

 

 

 

Politeno(*)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

753,989

 

1,386,448

 

27,760

 

27,145

 

182

 

89

 

303,379

 

289,081

 

Long-term receivables

 

294,830

 

445,298

 

12,937

 

8,704

 

74

 

55

 

144,394

 

55,978

 

Permanent assets

 

1,158,752

 

1,230,244

 

108,287

 

107,171

 

42,606

 

41,689

 

191,303

 

187,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

2,207,571

 

3,061,990

 

148,984

 

143,020

 

42,862

 

41,833

 

639,076

 

532,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

745,668

 

1,052,160

 

26,402

 

20,054

 

61

 

43

 

155,886

 

87,271

 

Long-term liabilities

 

307,102

 

950,132

 

65,982

 

57,705

 

991

 

718

 

32,695

 

15,403

 

Shareholders’ equity

 

1,154,801

 

1,059,698

 

56,600

 

65,261

 

41,810

 

41,072

 

450,495

 

429,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

2,207,571

 

3,061,990

 

148,984

 

143,020

 

42,862

 

41,833

 

639,076

 

532,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenues

 

5,374,145

 

4,177,923

 

81,769

 

69,373

 

 

 

 

 

1,119,386

 

943,856

 

Cost of sales and services

 

(4,417,605)

(3,773,137)

(64,099)

(56,937)

 

 

 

 

(865,385)

(748,951)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

956,540

 

404,786

 

17,670

 

12,436

 

 

 

 

 

254,001

 

194,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (expenses), net

 

(155,349)

(208,513)

(25,279)

(19,029)

 

 

 

 

(112,891)

(87,472)

Non-operating income (expenses), net

 

(805)

(908)

(1,054)

 

113

 

 

 

 

 

(11)

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before social contribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and income tax

 

800,386

 

195,365

 

(8,663)

(6,480)

 

 

 

 

 

141,099

 

107,513

 

Social contribution and income tax

 

(241,969)

(45,508)

 

 

 

 

 

 

 

 

(44,606)

(40,295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the year

 

558,417

 

149,857

 

(8,663)

 

(6,480)

 

 

 

 

 

96,493

 

67,218

 


(*)

Financial statements with the elimination of revaluation reserve

(**)

Pre-operating stage

4 Marketable Securities

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Current assets
    Bank Certificates of Deposit (CDB)    45,546     45,546 
    Securitization reserve          60,027 
    Subordinated quotas of investment fund      4,664 
    Investment funds and others    112  15,802  404,203 




 
     45,658  20,466  509,776 




 
Long-term receivables
    Shares of associated company held for sale 22,138  19,562  22,138  19,562 
    Debentures with participation in profits 7,201  10,421  7,201  10,421 
    Subordinated quotas of investment fund 27,867    30,977 
    Securitization reserve      24,955 
    FINOR and others 4,216  4,216  4,558  4,248 




 
  61,422  34,199  89,829  34,231 




 
Total 61,422  79,857  110,295  544,007 




The shares of an associated company held for sale refer to the book value of 20% of the capital of Borealis Brasil S.A. ("Borealis").

5 Trade Accounts Receivable

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Customers
    Domestic market 890,711  722,481  1,004,466  996,577 
    Foreign market 439,722  309,881  516,015  418,258 
Advances on foreign deliveries (64) (56,752) (75,723) (65,906)
Allowance for doubtful accounts (46,201) (54,666) (54,688) (105,705)




 
  1,284,168  920,944  1,390,070  1,243,224 
Long-term receivables (18,247) (24,745) (23,146) (27,038)




 
Current assets 1,265,921  896,199  1,366,924  1,216,186 




The Company has been adopting an additional policy of realizing domestic trade accounts, consisting of the sale of its receivables to a credit rights investment fund which pays the Company earlier than the normal maturity of these customer receivables.

During 2004, management wrote-off uncollectible receivables supported by a provision, in the amount of R$ 95,358 (consolidated R$ 102,383).

The changes in the allowance for doubtful accounts are as follows:

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
At the beginning of the year 54,666  774  105,705  158,934 
Additions classified as selling expenses 47,393  7,551  52,410  17,143 
Addition through merger of subsidiaries 39,896  75,968 
Reversal of provision    (29,445) (387) (69,392)
Write-off of uncollectible receivables (95,358)   (102,383)
Foreign exchange variation (396) (182) (657) (980)




 
At the end of the year 46,201  54,666  54,688  105,705 




Advances for purchase of credit rights

On June 6, 2002, the merged companies OPP Química and Trikem, obtained funds from Multichem Trust S.A. ("Multichem"), in the amount of R$ 175,000, defined in an assignment contract as an advance for assignment of credit rights arising from future sales to Borealis and Monsanto Nordeste S.A., and recorded as "Advances for purchase of credit rights". Amortization of this transaction began in the first quarter of 2003 and, at December 31, 2003, the balance was R$ 80,514 and in the consolidated - R$ 113,400, which was converted into debentures of the 11th issue in January 2004.

6 Inventories

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Finished goods 653,684  287,516  769,828  475,810 
Work in process 43,788  57,572  47,883  58,594 
Raw materials, production inputs and packaging 310,264  150,163  415,640  224,406 
Warehouse (*) 243,096  129,427  276,702  224,472 
Advances to suppliers 51,799  101,437  70,961  170,422 
Imports in transit and others 4,595  32,539  5,445  33,527 




 
Total 1,307,226  758,654  1,586,459  1,187,231 
Long-term receivables (*) (47,669)  (62,513)  (50,369)  (115,603) 




 
Current assets 1,259,557  696,141  1,536,090  1,071,628 




(*)

Based on its turnover, part of the maintenance materials inventory was reclassified as long-term.

Advances to suppliers and expenditures for imports in transit mainly relate to the acquisition of petrochemical naphtha, which is the main raw material of the Company.

7 Judicial and Compulsory Deposits - Long-term Receivables

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Judicial deposits
    PIS/COFINS (Note 15 (iii)) 78,302  78,302  96,461  93,964 
    Education contribution and INSS 23,030  17,677  29,255  21,569 
    Work accident insurance 14,080  14,080  14,080  14,080 
    Labor claims 10,335  6,881  11,296  15,608 
    Dividends 8,074     13,771  8,074 
    Other 10,943  5,742  17,947  19,030 
 
Compulsory deposits
    Eletrobrás 15,825  15,036  15,825  19,015 




 
Total 160,589  137,718  198,635  191,340 




8 Related Parties

(a) Parent company

 

 

Balances

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

Long-term
receivables

 

Current liabilities

 

Long-term liabilities

 

 

 

 

 

 

 

Transactions

 

 

 

Trade
accounts
receivable

 

Related
parties

 

Related
parties

 

Suppliers

 

Related
parties

 

Suppliers

 

Related
parties

 

Product
sales

 

Raw materials,
services and utilities
purchases

 

Financial
income

 

Financial
expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CINAL

 

 

 

 

 

 

21,746

 

 

 

 

 

 

 

 

 

48,312

 

 

 

 

 

 

CPC Cayman

17,041

 

 

 

48,926

 

 

 

 

 

 

 

 

 

56,486

 

 

 

4,780

 

 

 

 

CPN Distribuidora

 

 

 

 

 

 

 

 

 

 

 

 

981

 

 

 

 

 

 

 

 

 

 

CPN Inc,

142,128

 

 

 

556,386

 

209,006

 

 

 

 

 

 

 

904,290

 

495,560

 

43,785

 

 

 

 

CPP (i)

 

 

 

 

3,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lantana

101

 

 

 

97,150

 

 

 

 

 

 

 

 

 

137,969

 

 

 

3,206

 

 

 

 

MONÔMEROS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,912

 

 

 

 

 

 

 

 

Odequi (ii)

 

 

 

 

 

 

 

 

1,095,808

 

 

 

342,289

 

 

 

 

 

 

 

 

 

 

OMML

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

363

 

 

 

 

OPE Investimentos

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

406,449

 

 

 

 

 

 

Overseas

 

 

 

 

 

 

 

 

51,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Poliaden America

3,694

 

 

 

 

 

 

 

 

 

 

 

 

 

6,864

 

 

 

 

 

 

 

 

Polialden

16,237

 

 

 

 

 

 

 

 

 

 

 

327,131

 

390,320

 

14,204

 

 

 

60,552

 

 

Tegal (i)

 

 

 

 

2,420

 

 

 

 

 

 

 

980

 

 

 

 

 

49

 

 

 

 

TRK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CETREL (i)

109

 

 

 

2,418

 

1,648

 

 

 

 

 

 

 

1,183

 

21,241

 

 

 

 

 

 

CODEVERDE (i)

 

 

 

 

386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copesul

455

 

 

 

 

 

598,078

 

 

 

 

 

 

 

2,221

 

2,348,987

 

 

 

7,675

 

 

Politeno

19,943

 

 

 

 

 

 

 

 

 

 

 

 

 

942,361

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis

6,621

 

 

 

 

 

 

 

 

 

 

 

 

 

141,277

 

 

 

 

 

 

 

 

Petroflex Indústria e Comércio S.A. ("Petroflex")

 

40,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

392,721

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Petróleo Brasileiro S.A.

("Petrobras")

 

 

 

 

31,465

 

335,992

 

 

 

35,013

 

 

 

 

 

3,665,588

 

3,427

 

 

 

 

Petrobras Distribuidora S.A.

 

 

 

 

 

 

4,624

 

 

 

30,714

 

 

 

 

 

158,769

 

 

 

 

 

 

Other

 

 

 

 

2,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004

246,950

 

 

 

745,765

 

1,171,094

 

1,147,804

 

65,727

 

671,381

 

2,987,604

 

7,159,110

 

56,023

 

68,227

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2003

146,563

 

21,652

 

945,081

 

609,752

 

698,538

 

58,437

 

1,762,396

 

2,383,418

 

4,877,835

 

104,533

 

354,012

 


(i)

The amounts recorded as "Related parties", in long-term receivables, correspond to advances for future capital increase.

(ii)

The balance payable to ODEQUI, in the amount of R$ 1,095,808, will be settled by June 2005 in accordance with the schedule agreed on by the parties.

(b) Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances

 

 

 

 

 

 

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

receivables

 

Current liabilities

 

Long-term liabilities

 

 

 

Trade

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accounts

 

Related

 

Related

 

 

 

Related

 

 

 

Related

 

 

 

receivable

 

parties

 

parties

 

Suppliers

 

parties

 

Suppliers

 

parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CETREL

64

 

 

 

 

 

972

 

 

 

 

 

 

 

 

Copesul

321

 

 

 

 

 

9.790

 

 

 

 

 

102,870

 

 

Politeno

13,186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis

6,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Petroflex

40,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ipiranga Petroquímica S.A. (related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

party of Copesul)

4,094

 

 

 

 

 

440

 

 

 

 

 

 

 

 

Nitroclor Produtos Químicos S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(related party of CETREL)

1,695

 

 

 

 

 

 

 

 

 

 

 

1,591

 

 

Monsanto Nordeste S.A. (related party of CETREL)

278

 

599

 

544

 

 

 

 

 

 

 

1,947

 

 

Pronor (related party of CETREL)

258

 

 

 

 

 

 

 

 

 

 

 

3,236

 

 

Petrobras

53

 

 

 

31,465

 

336,003

 

 

 

35,013

 

 

 

 

Petrobras Distribuidora S.A.

112

 

 

 

 

 

4,629

 

 

 

30,714

 

 

 

 

Other

 

 

 

 

2,816

 

 

 

 

 

 

 

6,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004

67,303

 

599

 

34,825

 

351,834

 

 

 

65,727

 

115,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2003

42,104

 

 

 

62,716

 

246,586

 

217

 

58,437

 

177,578

 

Consolidated (continued)

 

 

 

 

 

 

 

 

 

Transactions

 

 

 

 

Product
sales

 

Raw materials,
services and utilities
purchases

 

Financial
income

 

Financial
expenses

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

CETREL

 

698

 

12,529

 

 

 

 

 

 

Copesul

 

1,567

 

1,659,702

 

 

 

42,545

 

 

Politeno

 

623,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

Borealis

 

141,277

 

 

 

 

 

 

 

 

Petroflex

 

390,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

 

Refinaria Alberto Pasqualini - REFAP S.A

 

 

 

114,335

 

 

 

 

 

 

(related party of Copesul)

 

 

 

 

 

 

 

 

 

 

Ipiranga Petroquímica S.A. (related party of

 

 

 

 

 

 

 

 

 

 

Copesul)

 

504,791

 

28,194

 

2,007

 

 

 

 

Nitroclor Produtos Químicos S.A. (related party of

 

 

 

 

 

 

 

 

 

 

CETREL)

 

767

 

 

 

 

 

 

 

 

Monsanto Nordeste S.A. (related party of CETREL)

 

2,491

 

 

 

 

 

 

 

 

Pronor (related party of CETREL)

 

1,646

 

 

 

 

 

 

 

 

Petrobras

 

 

 

4,190,180

 

 

 

 

 

 

Petrobras Distribuidora S.A.

 

4,046

 

164,497

 

 

 

 

 

 

Other

 

 

 

 

 

1,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004

 

1,671,179

 

6,169,437

 

3,863

 

42,545

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2003

 

473,243

 

3,719,412

 

10,407

 

231

 

"Trade accounts receivable" and "Suppliers" include the balances resulting from transactions with related parties, arising mainly from the following sales and purchases of goods and services:

Sales of Braskem:

Company Products/inputs


 
CPN Inc. Basic petrochemicals
Polialden Ethylene and utilities
Politeno Ethylene and utilities

Purchases of Braskem:

Company Products/inputs


 
Copesul Ethylene, propane and utilities
CPN Inc. Naphtha
OPE Investimentos Naphtha
Petrobras Naphtha
Petrobras Distribuidora Fuel
Tegal Storage of gases

Transactions with related parties are carried out at prices and on terms equivalent to the average practiced with third parties, considering the following:

The related parties balance includes current account balances, as follows:

 

 

 

 

Parent company

 

Participating companies

 

Annual financial charges

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

Long-term receivables

 

 

 

 

 

 

 

CPN Inc.

 

US$ exchange variation + interest of 8.30%

 

556,386

 

482,015

 

Lantana

 

2004 - US$ exchange variation + interest of 3.80%

 

97,150

 

84,400

 

 

 

2003 - US$ exchange variation + interest from 3.80% to 4.35%

 

 

 

 

 

Tegal

 

100% CDI

 

 

 

671

 

Cayman

 

US$ exchange variation + interest of 10.05%

 

48,926

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

CPN Distribuidora

 

Free of charges

 

981

 

986

 

MONÔMEROS

 

Free of charges

 

 

 

74,347

 

OPE Investimentos

 

Free of charges

 

 

 

78,817

 

Polialden

 

2004 - 100% CDI

 

327,131

 

378,221

 

 

 

2003 - 100% CDI + interest of 0.65%

(weighted average)

 

 

 

 

 

Trikem

 

100% CDI + interest of 0.63% (weighted average)

 

 

 

809,688

 

Odequi

 

Free of charges

 

342,289

 

 

 

Tegal

 

100% CDI

 

980

 

 

 

The current accounts are used by the Company and its direct and indirect subsidiaries to centralize available cash in a central pool for settlement of their obligations. Financial charges on remittances and balances of the pool of funds are agreed upon by the account holders, considering the costs of funds charged to the individual participants by financial institutions, so that such charges are paid/transferred to the Company.

9 Taxes Recoverable

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Excise Tax (IPI) recoverable (normal operations) 45,742  49,427  47,802  68,197 
Zero - Rated IPI (i) 39  480,933  39  480,933 
Value-added Tax on Sales and Services (ICMS) 340,154  160,412  438,063  213,413 
Social Integration Program (PIS) - Decree Laws 50,634  30,455  50,634  52,681 
Income tax and social contribution 26,037  36,676  77,779  108,776 
Income tax on net income 53,725  51,866  67,971  66,952 
Finsocial 14,221     14,221  14,221 
Other 27,116  14,702  41,593  31,401 





 
  557,668  824,471  738,102  1,036,574 





 
Current assets (381,774) (279,786) (481,990) (395,931)





 
Long-term receivables 175,894  544,685  256,112  640,643 





(i) Zero-rated IPI

In July 2000, the merged company OPP Química filed a legal action to sustain the full application of the non-cumulative principle of the Excise Tax (IPI), requesting the right to a tax credit on the purchase of raw materials and input materials that are exempt from IPI, subject or not to a zero rate in relation to the operations of the establishments located in the State of Rio Grande do Sul.

On December 19, 2002, the Federal Supreme Court (STF), based on its previous plenary decisions about the subject, judged an Extraordinary Appeal lodged by the National Treasury and fully confirmed the decision of the Regional Federal Court (TRF) of the 4th. Region, which recognized that OPP Química has the right to a credit of IPI on these purchases, covering the ten years prior to the filing of the suit, including the related monetary restatement and SELIC rate for the period up to the date of the actual use of the credits.

The STF decision is subject to appeal requesting by the National Treasury and is still pending judgment by the Second Panel of the STF. The action no longer questions the right to the IPI credit but alleges imprecision in the decision regarding exempt inputs and raw materials, the restatement of the credit and the rate to be used for credit calculation purposes.

However, according to the opinion of its legal advisors, all these aspects have already been defined in the STF and TRF decisions favorable to OPP Química, or even in the plenary decisions of the STF. For this reason, the appeal does not represent any possibility of changes in OPP Química's right to the credit, since the STF is appealing the matter in a similar claim, involving another taxpayer, the judgment of which is currently suspended.

In December 2002, OPP Química recognized the corresponding undue tax in the amount of R$ 1,030,125, which was offset by the Company with the IPI and other federal taxes due. The Company also has similar lawsuits regarding the purchase of exempt inputs and raw materials, subject or not to the zero rate by its branches located in the States of São Paulo, Bahia and Alagoas (Note 15(ii)).

(ii) ICMS recoverable

Braskem increased its accumulated ICMS credit during 2004, in particular in the States of Bahia and Rio Grande do Sul on account of the high export volumes in this States and also because of changes in tax legislation that limited the transfer of credits to third parties.

Company management is working on maximizing the use of this credit, as for example through the recent agreement with the State of Bahia which extends the ICMS deferral benefit to the import of petrochemical naphtha.

10 Investments

(a) Information on the parent company’s investments

 

 

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Copene Participações

 

8,499,997

 

8,499,997

 

100.00

 

100.00

 

(646)

23,085

 

22,312

 

22,958

 

 

CPN Distribuidora

 

354

 

354

 

100.00

 

100.00

 

 

 

 

 

3,542

 

3,542

 

 

CPN Inc.

 

95

 

95

 

100.00

 

100.00

 

(60,018)

(5,256)

5,591

 

71,413

 

 

CPP

 

4,666

 

4,666

 

90.71

 

90.71

 

 

 

 

 

5,144

 

5,144

 

 

IPL (*)

 

974

 

974

 

100.00

 

100.00

 

 

 

 

 

12

 

12

 

 

MONÔMEROS

 

 

 

683,393

 

 

 

87.24

 

 

 

8,810

 

 

 

115,833

 

 

Odequi

 

13,042

 

23,922

 

100.00

 

98.63

 

63,090

 

(2,218)

1,340,750

 

2,341,438

 

 

OIL

 

5

 

5

 

100.00

 

100.00

 

27,915

 

33,269

 

(311,783)

 

(369,748)

 

OPP Finance

 

 

 

50

 

 

 

100.00

 

 

 

(775)

 

 

(33,566

 

OQPA

 

153,602

 

153,602

 

100.00

 

100.00

 

(46,169)

(126,439)

218

 

(52,827)

 

Overseas (*)

 

1

 

1

 

100.00

 

100.00

 

(982)

 

(1,953)

(223,821)

(242,549)

 

Polialden

 

410,904

 

363,057

 

63.68

 

56.27

 

55,668

 

75,382

 

456,939

 

448,180

 

 

Proppet Overseas (*)

 

 

 

2

 

 

 

100.00

 

 

 

2,458

 

 

 

 

 

 

Tegal

 

21,938

 

20,384

 

90.79

 

84.36

 

(5,518)

(7,087)

19,118

 

24,637

 

 

Trikem

 

 

 

7,639,888

 

 

 

12.55

 

 

 

342,800

 

 

 

664,597

 

 

CINAL

 

107,638

 

 

 

63.03

 

 

 

3,739

 

 

 

94,395

 

 

 

 

CPC Cayman

 

900

 

 

 

100.00

 

 

 

1,460

 

 

 

208,548

 

 

 

 

Lantana

 

5

 

 

 

100.00

 

 

 

(139,070)

 

 

58,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CETREL

 

456

 

293

 

40.56

 

26.07

 

(8,663)

(6,480)

56,600

 

65,261

 

 

CODEVERDE

 

9,533

 

9,448

 

35.49

 

35.44

 

 

 

 

 

41,810

 

41,072

 

 

Copesul

 

3,555,182

 

3,555,182

 

23.67

 

23.67

 

558,417

 

149,857

 

1,154,801

 

1,059,698

 

 

Politeno

 

20,757,722

 

20,757,722

 

33.88

 

33.88

 

96,493

 

67,218

 

450,495

 

429,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Petroflex

 

141,597

 

141,597

 

20.12

 

20.12

 

98,599

 

60,743

 

255,746

 

169,585

 

 

Rionil Compostos Vinílicos Ltda ("Rionil")

 

3,061

 

 

 

33.33

 

 

 

1

 

 

 

5,882

 

 

 

 

Sansuy Administração Participação Representação

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

e Serviços Ltda ("Sansuy")

 

271

 

 

 

20.00

 

 

 

1,696

 

 

 

14,453

 

 

 


(*)

Quantity of shares or quotas in units.

(b) Information on the direct and indirect subsidiaries’ investments

 

 

Quantity of shares or quotas
owned thousands)

 

Interest in capital (%)

 

Adjusted net income
(loss) for the year

 

 

 

Adjusted shareholders’equity (net capital deficiency)

 

 

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Odebrecht Química

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPE Investimentos

 

 

 

50,169

 

 

 

89.41

 

 

 

13,374

 

 

 

138,537

 

Trikem

 

 

 

24,965,348

 

 

 

41.02

 

 

 

342,800

 

 

 

664,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trikem

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CINAL

 

 

 

107,638

 

 

 

63.02

 

 

 

4,479

 

 

 

87,295

 

CPC Cayman

 

 

 

900

 

 

 

100.00

 

 

 

7,762

 

 

 

225,407

 

OMML

 

 

 

147

 

 

 

100.00

 

 

 

(1,502)

 

 

 

(8,935)

 

TRK

 

 

 

2

 

 

 

100.00

 

 

 

(1,527)

 

 

 

(9,027)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Polialden

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Poliaden America (*)

 

60

 

60

 

100.00

 

100.00

 

818

 

268

 

2,069

 

1,364

 


(*)

Quantity of shares or quotas in units.

(c) Investment activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries and jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

 

 

CPC Cayman

 

Lantana

 

CINAL

 

Copene
Participações

 

CPN Inc.

 

CETREL

 

MONÔMEROS

 

Odequi

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1

 

 

 

 

 

 

 

22,958

 

71,413

 

24,499

 

101,047

 

2,309,801

 

Additions through mergers (i)

 

225,407

 

 

 

46,306

 

 

 

 

 

9,456

 

 

 

 

 

Additions through acquisition of shares

 

 

 

168,771

 

 

 

 

 

 

 

 

 

14,786

 

52,689

 

Addition/(reduction) through capital increase/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

merger/spin-off

 

 

 

 

 

 

 

 

 

 

 

 

 

(118,863)

(1,082,648)

Constitution of goodwill (negative goodwill)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(694)

Equity in the results

 

1,460

 

(76,299)

4,475

 

(646)

(60,018)

(3,514)

3,030

 

61,354

 

Amortization of goodwill

 

 

 

 

 

 

 

 

 

 

 

(802)

 

 

 

 

Exchange variation on foreign investments

 

(18,319)

(33,760)

 

 

 

 

(5,804)

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(446)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31

 

208,548

 

58,712

 

50,781

 

22,312

 

5,591

 

29,639

 

 

 

1,340,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (negative goodwill) on investments (ii)

 

 

 

 

 

(8,711)

 

 

 

 

6,681

 

 

 

(694)


(i)

Additions through mergers arise from the corporate restructuring described in Note 1(c).


(ii)

The goodwill amounts are based on expected future profitability and amortized up to ten years, according to results projected prepared by independent experts, annually reviewed. In the consolidated financial statements, these amounts of goodwill are presented as deferred assets and negative goodwill as deferred income, in accordance with CVM Instruction 247/96.

Investment activity (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent company

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries and jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OQPA

 

Polialden

 

Copesul

 

Trikem

 

Politeno

 

Other

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1

 

 

 

707,210

 

473,760

 

85,088

 

607,482

 

42,060

 

4,445,318

 

5,975,122

 

Additions through mergers (i)

 

 

 

 

 

 

 

 

 

 

 

1,584

 

282,753

 

533,470

 

Addition of asset ceeded from subsidiary

 

 

 

 

 

 

 

269,074

 

 

 

 

 

269,074

 

338,125

 

Additions due to exchange of shares

 

 

 

37,075

 

 

 

 

 

 

 

 

 

37,075

 

3,473

 

Additions through acquisition of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

236,246

 

70,493

 

Constitution of goodwill (negative goodwill)

 

 

 

(28,842)

 

 

813,574

 

 

 

 

 

784,038

 

(24,179)

Addition/(reduction) through capital increase/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

merger/spin-off

 

99,215

 

 

 

 

 

(356,493)

 

 

18,968

 

(1,439,821)

(2,250,344)

Write-off due to sale of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(90,569)

Transfer of goodwill/negative goodwill on merger (ii)

 

 

 

 

 

 

 

(801,195)

 

 

 

 

(801,195)

34,844

 

Dividends

 

 

 

(47,230)

(107,988)

 

 

(37,077)

 

 

(192,295)

(69,487)

Equity in the results

 

2

 

48,966

 

130,499

 

3,538

 

44,116

 

(5,010)

151,953

 

78,320

 

Reversal of (provision for) loss on investments

 

 

 

 

 

 

 

 

 

 

 

(7,500)

(7,500)

37,793

 

Amortization of goodwill

 

(98,999)

(63,035)

(28,152)

(13,586)

(60,751)

(18,663)

(283,988)

(171,573)

Exchange variation on foreign investments

 

 

 

 

 

 

 

 

 

 

 

 

 

(57,883)

(17,092)

Other

 

 

 

 

 

 

 

 

 

 

 

(25)

(471)

(3,078)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31

 

218

 

654,144

 

468,119

 

 

 

553,770

 

31,414

 

3,423,304

 

4,445,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill (negative goodwill) on investments (iii)

 

 

 

363,160

 

194,810

 

 

 

401,145

 

(1,500)

954,891

 

1,112,706

 


(i)

Additions through mergers arise from the corporate restructuring described in Note 1(c).

(ii)

Goodwill and negative goodwill on the merger of investments were transferred to “Property, plant and equipment” and “Deferred charges”, in accordance with CVM Instruction 319/99.

(iii)

The goodwill amounts are based on expected future profitability and amortized in up to ten years, according to results projections prepared by independent experts, annually reviewed. In the consolidated financial statements, these goodwill amounts are presented as deferred assets and negative goodwill as deferred income, in accordance with CVM Instruction 247/96.



  Parent company
 
  Associated company
 
  2004 2003
 

  Petroflex  Rionil  Sansuy  Total  Total 
 




 
As of January 1 33,505        33,505  21,771 
Addition through merger (i)    1,960 2,227 4,187
Equity in results 17,335     664  17,999  12,836 
Dividends             (713)
Amortization of goodwill             (389)
 




 
As of December 31 50,840  1,960  2,891  55,691  33,505 
 




Provision for loss on investments

  Parent company
 
  Provision for loss on investments - long-term liabilities
 
  2004 2003
 

  OIL  OQPA  OPP 
Finance 
Overseas  Other  Total  Total 
 






 
At the beginning of the year 369,748  52,827  33,566  242,550     698,691  790,104 
Addition through merger (i)             17,963  17,963  40,101 
Increase (reversal) of the provision
    Capital increase             (18,663) (18,663)
    Liquidation of companies       (34,211)       (34,211) (4,284)
    From results for the year (27,915) (52,827)    982  700  (79,060) 24,060 
    Exchange variation on shareholders’ equity (30,050)    645  (19,711)    (49,116) (151,290)
 






 
As of December 31 311,783        223,821     535,604  698,691 
 







(i)

Additions through merger arise from the corporate restructuring described in Note 1(c).

Investment activity (continued)

  Consolidated
 
  Associated companies
 
  2004  2003 
 

  Total  Total 
 

 
As of January 1 37,695  27,432 
Equity in results 17,999  12,640 
Dividends    (713)
Write-off due to liquidation (14)
Loss due to changes in evaluation criteria    (1,275)
Amortization of (goodwill)/negative goodwill 11  (389)
 

 
As of December 31 55,691  37,695 
 

(d) Information on the main investees with operating activities

Copesul

COPESUL is engaged in the manufacture, sale, import and export of chemical, petrochemical and fuel products and the production and supply of utilities, as well as providing various services used by the companies in the Triunfo Petrochemical Complex in the State of Rio Grande do Sul and management of logistic services related to its waterway and terrestrial terminals. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

Polialden

Polialden is engaged in the manufacture, processing, sale, import and export and any other activities related to the production or sale of high-density polyethylene and other chemical and petrochemical products. The main raw material for all of its products is ethylene, which is supplied by Braskem. Polialden operates an industrial plant in Camaçari - Bahia. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

Politeno

Politeno is engaged in the manufacture, processing, direct or indirect sale, consignment, export, import and transportation of polyethylene and by-products, as well as the participation in other companies. The main raw material for all of its products is ethylene, which is supplied by Braskem. Politeno operates an industrial plant in Camaçari - Bahia. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

The external auditors of Politeno issued an opinion on its financial statements at December 31, 2004, with an emphasis paragraph showing the uncertainties in relation to the recovery of ICMS recoverable, in the amount of R$ 115,273. According to the opinion, management is discussing with the Finance Secretariat of the State of Bahia the adoption of measures in order to provide choices for the recovery of the mentioned credit.

CETREL

The activities of CETREL are to (1) supervise, coordinate, operate and monitor environmental protection systems; (2) carry out research in the environmental control area and in the recycling of waste and other materials recoverable from industrial and urban emissions; (3) monitor the levels of environmental pollution of air quality, water resources and other vital elements; (4) perform environmental diagnostics; (5) prepare and implement projects of environmental engineering solutions; (6) develop and install environmental management systems and those relating to quality, laboratory analyses, training, environmental education and also (7) specification, monitoring and intermediation in the acquisition of materials of environmental protection systems. Goodwill on this investment, based on future profitability, will be amortized up to July 2013.

CINAL

CINAL is engaged in the implementation of the Basic Industrial Nucleus of the Alagoas Chlorinechemical Complex and the production and sale of goods and several services, such as steam, industrial water, industrial waste treatment and incineration of organochlorine waste for the companies located in the mentioned Industrial Nucleus, as shareholders and users.

Tegal

Tegal is engaged in rendering services, for its own account or third parties, of storage and transportation of liquid gases to companies located at the Camaçari Petrochemical Complex.

11 Property, Plant and Equipment

 

 

 

 

 

 

Parent Company

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

2004

 

2003

 

 

 

 

 

2004

 

2003

 

Annual

 

 

 

Cost

 

Accumulated depreciation

 

Net

 

Net

 

Cost

 

Accumulated depreciation

 

Net

 

Net

 

depreciation rates (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

21,264

 

 

 

21,264

 

7,933

 

46,525

 

 

 

46,525

 

55,685

 

 

 

Buildings and improvements

 

817,117

 

(342,349)

474,768

 

221,401

 

941,679

 

(396,811)

544,868

 

440,214

 

2 to 10

 

Machinery, equipment and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

installations

 

6,017,565

 

(2,219,555)

3,798,010

 

2,992,335

 

7,417,828

 

(3,203,303)

4,214,525

 

4,396,220

 

3.33 to 20

 

Mines and wells

 

26,004

 

(21,364)

4,640

 

 

 

26,016

 

(21,376)

4,640

 

1,316

 

4 to 10

 

Furniture and fixtures

 

35,170

 

(30,441)

4,729

 

2,005

 

39,396

 

(33,843)

5,553

 

7,002

 

10

 

Information technology

 

49,125

 

(39,952)

9,173

 

4,396

 

56,394

 

(45,068)

11,326

 

9,855

 

20

 

Construction in progress

 

499,895

 

 

 

499,895

 

272,382

 

554,713

 

 

 

554,713

 

405,376

 

 

 

Other

 

21,185

 

(10,129)

11,056

 

31,985

 

30,981

 

(15,958)

15,023

 

37,156

 

Up to 20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,487,325

 

(2,663,790)

4,823,535

 

3,532,437

 

9,113,532

 

(3,716,359)

5,397,173

 

5,352,824

 

 

 

Construction in progress relates principally to projects for operating improvements to increase the useful life of the industrial units, as well as programs in the areas of health, technology and security.

At December 31, 2004, property, plant and equipment includes the appreciation, as goodwill, of the assets arising from merged companies (Note 1(c)), transferred in conformity with CVM Instruction 319/99, in the amount of R$ 937,236 (2003 - R$ 717,499).

12 Deferred Charges

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Costs
    Pre-operating expenses 216,417  219,462  244,576  289,358 
    Rights to manufacturing processes 53,313  50,575  56,995  53,730 
    Organization and implementation expenses 227,163  123,575  317,436  239,909 
    Expenditures for structured operations 314,748  198,968  436,045  314,245 
    Goodwill on merged/consolidated
        investments 1,709,297  1,228,969  2,409,507  2,538,129 
    Expenditures for programmed stoppages 494,038  264,611  500,472  342,649 
    Research and development 64,596  51,928  91,204  86,165 
    Catalysts and other 103,382  57,054  104,333  57,133 
 



 
  3,182,954  2,195,142  4,160,568  3,921,318 
Accumulated amortization (973,425) (571,174) (1,055,502) (745,825)
 



  2,209,529  1,623,968  3,105,066  3,175,493 
 



The goodwill on merged/consolidated investments is based on the future profitability and is being amortized in up to ten years, according to the appraisal reports issued by independent experts. The recording of this goodwill in deferred charges is in conformity with CVM Instructions 319/99 and 247/96.

At programmed dates, which vary from one to six years, the Company and its subsidiaries stop production, totally or partially, to carry out inspection and maintenance. The costs associated with each stoppage are deferred and amortized to cost of production up to the beginning of the next corresponding stoppage.

13 Loans and Financing


  Parent company Consolidated
 

    Annual financial charges 2004  2003  2004  2003 
   




 
Foreign currency
 
Foreign notes payable (Eurobonds)   Note 13 (a) 1,057,657  1,104,619  700,525  1,636,898 
 
Advances on exports contracts 2004 Fx US$ + interest of 2.30% to 6.00% 300,434  269,542  351,877  458,522 
  2003 Fx US$ + interest of 6.25% to 12.30%
 
Export prepayment   Note 13 (b) 1,129,647  1,294,275  910,938  1,182,494 
 
Medium-term Notes   Note 13 (c) 1,581,448  1,369,159  1,581,448  1,369,159 
 
Raw material financing 2004 Fx US$ + interest of 0.53% to 7.65% above LIBOR 219,825  3,811  467,129  4,757 
  2003 Fx US$ + interest of 2.00% above LIBOR
 
  2004 Fx US$ and YEN + fixed interest of 6.90%    3,496  4,392  238,515 
  2003 Fx US$ and YEN + fixed interest of 4.75% to 8.26%
 
Permanent assets financing 2004 Fx US$ + interest of 3.88% above LIBOR 29,868  43,344  29,868  276,344 
  2003 Fx US$ + interest of 0.50% a 3.88% above LIBOR
 
  2004 Fx US$ + fixed interest of 4.75% to 13.64% 27,932  45,247  28,913  45,247 
  2003 Fx US$ + fixed interest of 6.49% to 7.14%
 
Working capital 2004 Fx US$ + interest of 5.00% a 7.50%       102,776  8,025 
  2003 Fx US$ + interest of 3.55% a 13.64%


  Parent company Consolidated
 

    Annual financial charges 2004  2003  2004  2003 
   




 
Local currency
 
Working capital 2004 Interest of 0.30% to 11.00% + fixed restatement (IGPM. TJLP and CDI) 17,189  269,993  34,089  332,541 
  2003 Interest of 2.42% to 14.03% + fixed restatement (SELIC and CDI)
   
  2004 Fx US$ + interest of 4.50% 10,944  142,604  10,944  148,781 
  2003 Fx US$ + interest of 7.00% to 13.00%
   
  2003 Fixed interest of 30.61% to 41.42%    63,171     74,678 
   
FINAME   Fixed interest of 3.00% to 11.00% + fixed restatement (TJLP) 929  1,710  17,146  32,006 
   
BNDES   Fixed interest of 2.50% to 12.60% + fixed restatement (TJLP and UMBNDES) (i) 166,492  276,288  171,225  280,095 
   
BNB   Fixed interest of 11.81% 31,538    31,538
   
Acquisition of shares   Fixed interest of 4.00% to 4.50% + fixed restatement (TJLP and IGPM) 176,277  253,040  176,277  253,040 
   
Vendor         168,636 32,711
   
Others   Fixed interest between 14.00% and 21% + payment bonus of 15.00% or 112.00% of CDI    511  39,079  618 
     



     
      4,750,180  5,140,810  4,826,800  6,374,431 
     
Less: Current liabilities     (1,435,094) (2,474,482) (1,775,618) (2,759,167)
     



   
Long-term liabilities     3,315,086  2,666,328  3,051,182  3,615,264 
     



(i) UMBNDES = BNDES monetary unit.

(a) Foreign notes payable (Eurobonds)

In October 1996, OPP Petroquímica (merged into OPP Química in December 2002) issued Eurobonds amounting to US$ 100,000 thousand, falling due in October 2004 and with annual interest of 11%, paid semiannually.

In June 1997, the Company issued Eurobonds amounting to US$ 150,000 thousand falling due in June 2007, and with annual interest of 9%, paid semiannually in June and December of each year.

In July 1997, the merged company Trikem issued Eurobonds in the amount of US$ 250,000 thousand, falling due in July 2007 and with annual interest of 10.625%, paid semiannually in January and July of each year. These notes grant exclusively to Trikem the right to repurchase the Eurobonds on July 24 of each year as from July 2002.

(b) Prepayment of exports

The consolidated balance of prepayment of exports includes the balance of an advance of US$ 100,000 thousand made by a foreign customer of Trikem in August 1997 with a limit for shipment of up to June 2004. This advance bears annual interest of 12% and the balance at December 31, 2003 is US$ 47,210 thousand (R$ 136,395).

On December 28, 2001, the Company obtained funds in the amount of US$ 250,000 thousand as prepayment of exports. This loan was placed in two tranches. The first tranche, in the amount of US$ 80,000 thousand, has a settlement term up to December 2004 and is subject to interest of 4.25% per annum plus 3 month LIBOR, payable on a quarterly basis and was fully amortized upon maturity. The second tranche, in the amount of US$ 170,000 thousand, has a settlement term up to December 2006 and is subject to interest of 5.25% per annum plus 3 month LIBOR, payable on a quarterly basis. The debt balance in 2003 is US$ 223,076 thousand - R$ 644,510.

In December 2002, the merged company OPP Química received an advance from a foreign customer, in the amount of US$ 97,200 thousand, with annual interest of 3.75%, plus semiannual LIBOR, in addition to the exchange variation. In November 2004, the Company renegotiated the charges, reducing the spread to 1.25% per annum (p.a.). This contract will be liquidated through shipments made up to June 2006. The balance due at December 31, 2004 is US$ 47,018 thousand - R$ 124,805 (2003 - US$ 96,683 thousand - R$ 279,336).

In June 2004, the Company obtained funds in the amount of US$ 200,000 thousand as prepayment of exports divided in two tranches. The first tranche, in the amount of US$ 145,000 thousand, has a settlement term up to December 2007 and is subject to interest of 3.5% per annum plus 6 month LIBOR, payable semiannually. The second tranche, in the amount of US$ 55,000 thousand, has a settlement term up to June 2009 and is subject to interest of 4.5% per annum plus 6 month LIBOR, payable semiannually. The balance due, at December 31, 2004, is US$ 200,643 thousand - R$ 532,588.

In August 2004, the Company obtained funds in the amount of US$ 50,000 thousand as prepayment of exports. In addition to the foreign exchange variation, bears annual interest of 3% plus 6 month LIBOR up to January 2005 and 3 month LIBOR as from that date up to the final maturity, in October 2006. This contract will be amortized with exports between July 2004 and October 2006. The balance of this operation, on December 31, 2004, is US$ 51,009 thousand - R$ 135,397.

The Company has also other prepayments of export operations in the amount of US$ 126,905 thousand - R$ 336,857 (consolidated - US$ 45,154 thousand - R$ 119,856) on December 31, 2004. In 2003, the balance of these transactions was US$ 128,210 thousand - R$ 370,429 (consolidated - US$ 42,300 thousand - R$ 122,253), which will be settled at various dates through February 2006. In addition to foreign exchange variation, the Company is subject to annual interest from 0.30% to 4.63% above LIBOR.

(c) Medium-term Notes ("MTN") Program

In July 2003 Braskem initiated a MTN Program of US$ 500,000 thousand. On December 16, 2003, the Company’s Board of Directors authorized an increase in the total of the program to US$ 1 billion and an extension in term from five to ten years.

MTN issues and the balance at December 31 are shown below:

         US$ thousand    R$ 
 
Issues Interest Maturity 2004  2003  2004  2003 





 
1st Tranche 10.50% 7/16/2004 121,000  121,000    349,593 
2nd Tranche 9.25% 10/23/2005 65,000  65,000  172,536  187,798 
3rd Tranche 12.50% 10/31 and 11/26/2008 275,000  275,000  729,960  794,530 
4th Tranche 11.75% 1/22/2014 250,000     663,600 
     



 
      711,000  461,000  1,566,096  1,331,921 
     



   
    Interest accrued       15,352  37,238 
         

 
    Balance at December 31       1,581,448  1,369,159 
         

(d) FINAME, BNDES and BNB

These loans relate to various operations for the increase in production capacity, environmental programs, operating control centers, laboratory and waste treatment stations. Principal and charges are payable monthly up to June 2016.

(e) Acquisition of shares

This loan refers to the acquisition from BNDESPAR of one billion shares of Copene Participações, made in September 2001, by the merged company Nova Camaçari. The loan principal is payable in full in August 2006. The principal bears interest of 4% p.a. and TJLP, due annually as from August 2002. In December 2004, the balance of this loan is R$ 176,277 (2003 - R$ 177,300).

In September 1992 the subsidiary Odequi acquired shares from PPH Cia. Industrial de Polipropileno and Poliolefinas S/A, which were companies that formed the merged OPP Química. This acquisition was financed by the Banco do Brasil for 12.5 years and the loan is restated by the change in the IGP-M index plus interest of 4.5% p.a. In January 2004, the balance of this loan was converted into debentures of the 11th issue (Note 14(c)). The balance, at December 31, 2003, was R$ 75,740.

Long-term loans mature in the followings years:

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
2005    888,695     1,042,737 
2006 563,929  486,254  620,006  503,359 
2007 1,269,314  496,849  946,594  1,237,584 
2008 770,436  794,530  772,464  831,584 
2009 onwards 711,407    712,118
 



 
  3,315,086  2,666,328  3,051,182  3,615,264 
 



In the case of short-term loans, the Company and its subsidiaries have given security such as trade bills receivable and promissory notes.

Long-term loans are secured by liens on fixed assets, shares, guarantees of the shareholders and bank guarantees. Certain long-term operations are guaranteed by surety bonds and mortgages of the Company's industrial plants.

14 Debentures

(a) 10th public issue

On October 1, 2001, the Company carried out the issue and sale of two series of the 10th issue of non-convertible debentures, being 4,108 of the 1st series and 2,142 of the 2nd series, totaling R$ 625,000.

In January 2004, the Company redeemed 2,289 debentures of the 1st series and 945 debentures of the 2nd series, the rest of both series was redeemed on September 30, 2004. All of these debentures were cancelled.

(b) 1st private issue

On May 31, 2002, the merged company OPP Produtos Petroquímicos S.A. ("OPP PP") issued 59,185 debentures convertible into class "A" preferred shares of the Company at any time, at the option of the debentureholders. These debentures have the following characteristics:

  Single series
 
 
Unit face value: R$ 10.00
Final maturity date: July 31, 2007
Remunerations: TJLP variation, plus interest of 5% p.a.

These debentures are subordinated, and the payment of the principal and interest will only occur on their final maturity date. There is no partial or total redemption clause allowing payments before this date.

(c) 11th public issue

The Extraordinary Shareholders Meeting held on November 19, 2003 approved the 11th public issue of debentures, not convertible into shares. On December 1, a single series of 12,000 thousand debentures was issued in the total amount of R$ 1.2 billion, with subscriptions on January 16 and February 2, 2004. Their characteristics are as follows:

  Single series
 
 
Unit face value: R$ 100.00
Final maturity date: December 1, 2007
Payment of the face value: 36 monthly installments, equal and successive, as from January 1, 2005
Remuneration: CDI + interest of 4.5% p.a.
Payment of the remuneration: 1st of each month, as from January 2004

As a guarantee of these debentures, the Company set up a pledge over certain long-term supply contracts.

On November 3, 2004, the Company redeemed in advance all debentures of this issue, as permitted by Clause 5.19 of the Deed of Issue. After redemption, debentures were cancelled.

(d) 12th public issue

The Extraordinary Shareholders Meeting held on June 15, 2004 approved the issue of 3,000 debentures, non-convertible into shares, totaling R$ 300,000. The debentures were subscribed and paid-up on September 29, 2004, and have the following characteristics:

  Single series
 
 
Unit face value: R$ 100.00
Final maturity date: June 1, 2009
Payment of the face value: Single installment on the final maturity date
Remuneration: 117% of CDI
Payment of the remuneration: Semiannually, as from December 1, 2004

To guarantee the compliance with the obligations of these debentures, the Company set up a pledge on pre-indexed credit rights.

(e) A summary of the debentures is as follows:

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
As of January 1 1,492,000  1,361,187  1,492,000  1,222,273 
    Financial charges 444,132  282,075  444,132  280,725 
    Issue 1,500,000     1,500,000  140,264 
    Amortization (2,263,293) (151,262) (2,263,293) (151,262)
 



 
At the end of the year 1,172,839  1,492,000  1,172,839  1,492,000 
 



 
Less: current liabilities (4,969) (19,196) (4,969) (19,196)
 



 
Long-term liabilities 1,167,870  1,472,804  1,167,870  1,472,804 
 




15 Taxes and Contributions Payable - Long-term Liabilities

  Parent company Consolidated
 

    2004  2003  2004  2003 
 



 
IPI credits offset
    IPI – export credit (i) 462,832  151,927  462,832  413,079 
    IPI - zero rate (ii) 272,143  53,603  406,880  307,002 
    IPI - consumable materials and property, plant and equipment   34,418  28,104  34,791  31,884 
 
Other taxes and contributions payable
    PIS /COFINS - Law 9718/98 (iii) 290,533  233,707  320,620  284,947 
    Education contribution, SAT and INSS   28,816  23,616  31,242  26,541 
    REFIS (iv) 3,236  9,186  3,236  9,186 
    PAES-Law 10684 (v) 49,706    49,706  56,260 
    Others   1,563  12  22,816  20,239 
 



 
    1,143,247  500,155  1,332,123  1,149,138 
 



The Company and its subsidiaries have brought legal actions challenging certain alterations in the tax law and defending, amongst other things, the right to Excise Tax (IPI) credits on the purchase of raw materials and the export of products. With regard to the contingent IPI credits, which had been offset against various federal taxes payable, the Company and its subsidiaries recorded liabilities to eliminate the contingent gain and accrued interest on these liabilities based on SELIC. The Company and its subsidiaries did not record tax credits that may be considered as contingent assets pending realization. Even though this refers to one of the matters brought to courts, the undue tax payment mentioned in Note 9(i) was recorded because it was a credit effectively realized to the benefit of the Company.

(i) IPI - Export Credit

This refers to a legal process proposed by the Company and its merged companies OPP Química and Trikem and its subsidiary Polialden, requesting the legal recognition of the IPI credit, introduced by Decree-Law 491/69, as an incentive to exports of manufactured products.

The Company and the merged company Nitrocarbono filed for a writ of security that discusses the right to the IPI credit, in September 2003. The decision was favorable, guaranteeing that the credit for the past 5 (five) years as from the bringing of the suit and its offset against all taxes administered by the Federal Revenue Secretariat. An appeal by the Federal Government was made and is waiting for a judgment by the TRF of the 1st Region.

The merged company OPP Química, obtained a preliminary injunction in this action, partially confirmed by a sentence, authorizing it to use the benefit calculated on the exports of the units located in Rio Grande do Sul, to offset federal taxes due. The decision was revoked by the TRF of the 4th Region, against which special and extraordinary appeals were lodged and are awaiting judgment in the Higher Court of Justice (STJ) and Supreme Court (STF), respectively.

The merged company Trikem, in the unit installed in São Paulo, filed a writ of security to request the same credit. The process is still waiting for a judgment in the Trial Court.

The merged companies OPP Química and Trikem, in the industrial units installed in Bahia, filed a civil action on the matter. The decision was unfavorable and the Company lodged an Appeal against it. The judgment of this appeal is pending a decision by the TRF of the 1st Region.

The merged company Trikem, in the units installed in Alagoas, filed a writ of security on the matter. The security was granted and the credit was assured for the 10 (ten) years before bringing the suit. The TRF of the 5th Region maintained the favorable decision, however, it limited the length of the term for use of credits to 5 (five) years. Against this decision, special and extraordinary appeals were lodged and are awaiting judgment in the Higher Court of Justice (STJ) and Supreme Court (STF), respectively.

The external legal advisors of the Company, considers that the chances of success with respect to the export credit itself and the effects of the monetary restatement (expurgations, monetary correction and SELIC rate) are probable, even with the recent adverse decisions of the matter in the STJ.

(ii) IPI - Zero rate

In addition to the legal action filed in the State of Rio Grande do Sul, with a decision of the STF in its favor (Note 9(i)), the Company and its merged companies OPP Química and Trikem have similar legal actions in the States of São Paulo, Bahia and Alagoas, to support the right to the IPI credit on the purchases of raw materials and input materials exempt, not taxed or taxed at the zero rate. The process in São Paulo in awaiting decision in the lower court. In this case, the preliminary injunction was denied and the TRF of the 3rd Region granted suspensive effects to recognize the right to that credit. The process originated in Bahia obtained a favorable decision in the TRF of the 1st Region, which was the object of a Special and Extraordinary Appeal by the Federal Government. The Special Appeal was not accepted by the TRF and STJ and the Extraordinary Appeal awaits judgment in the STF.

Finally, the proceeding from Alagoas obtained a favorable decision in the TRF of the 5th Region, however, due to a formal defect in this judgment, STJ determined that the proceeding should return to the TRF so that the defect was remedied. The legal action is in the STJ awaiting Judgment of Petitions for Clarification opposed by the Company.

The subsidiary Polialden filed an action in August 1999 and was granted the right to use IPI credits on inputs taxed at a zero rate for the last ten years. This decision was confirmed by the TRF of the 1st. Region, and was the object of special and extraordinary appeals by the Federal Government. The process was sent to the STJ and is awaiting judgment since March 2004. Based on the opinion of its legal advisors, who believe that a favorable final decision is possible, Polialden has been offsetting the credits against IPI payable since March 2000, while maintaining a provision duly updated as if the tax were due.

(iii) PIS/COFINS - Law 9718/98

The Company and its subsidiary Polialden, in different legal actions, have challenged the constitutionality of the changes deriving from Law 9718/98, which, in practice, increase the value of the contributions to PIS and COFINS, as from February 1999, as described below:

With regard to the period after December 2002, with the beginning of the effectiveness of Law 10637/02, the discussion about the unconstitutionality of the PIS calculation basis (Law 9718/98) lost its focus due to the new non-cumulative system for this tax. Similarly, after February 2004, with the beginning of the effectiveness of Law 10833/03, the discussion about the COFINS calculation basis lost its focus. As from these dates, the Company started to pay these contributions as prescribed by the legislation, excepting its right to the questioning in relation to prior periods.

Considering that the legal discussion is still valid for the effectiveness of Law 9718/98, the situation of each proceeding is as follows:

Based on the court orders, the merged company OPP Química was not obliged to pay or deposit any of the increases introduced by Law 9718/98 up to its merger by the Company. Besides the increase in the COFINS rate, in which there was a partial withdrawal from the action, the merged company Trikem is in the same situation as the merged company OPP Química.

The subsidiary Polialden filed a writ of security in 1999 to discuss the increase in the COFINS rate. The sentence was partially favorable to Polialden, to suspend the payment of the amount referring to the rate increased while the decision that discharged the payment of CSLL was in effect. The parties appealed and are awaiting the judgment of these appeals by the TRF of the 1st Region. COFINS unpaid amounts totaled, in 1999, R$ 1,672 and were the object of a request for payment in installments by Polialden.

As from 2000, Polialden paid COFINS at the rate of 3%. In September 2000, Polialden filed another writ of security, whose objective was that it kept paying COFINS at the rate of 2% and offset the increase in COFINS rate against the Social Contribution on Income. For this request, Polialden deposited at court the amount of R$ 9,374. The security was partially granted and was the object of an appeal with the TRF of the 1st Region, but this was rejected. An extraordinary appeal to the STF against this decision has been lodged.

Up to January 2004, Polialden paid COFINS at the rate of 2% and deposited in court the remaining 1%. As from February, Polialden started to pay COFINS according to Law 10833/03, which introduced new criteria for the payment of COFINS.

(iv) REFIS - Law 9964/00

On August 1, 1996, the Federal Revenue Secretariat raised an assessment against Nitrocarbono, corresponding to the social contribution on income (Law 7689/88) that would have been due for the calendar years 1992 to 1995. In December 2000, management chose to settle the assessed amount of R$ 14,759, through enrollment in the Tax Recovery Program - REFIS.

(v) Special Installment Program (PAES) - Law 10684/03

On May 30, 2003 Federal Law 10684 was published, introducing the PAES program which offers taxpayers with liabilities to the Federal Revenue Secretariat or the National Treasury (confessed or challenged in the courts) the possibility of paying their debts overdue at February 28, 2003, in up to 180 successive monthly installments.

The legislation, among other benefits, provides for a fifty percent reduction in the arrears fine as well as the utilization of the Long-term Interest Rate (TJLP) to update the installments due (replacing the usual SELIC rate which is more onerous).

In August 2003, the subsidiary Trikem chose to partially desist from its legal action with respect to its challenge of the increase in the COFINS rate to use the favorable payment conditions established by the program. The amount due is being paid in 120 installments and the option was confirmed with payment of the first installment on August 31, 2003. At December 31, 2004 the balance due is R$ 56,261, being R$ 6,555 in current liabilities and R$ 49,706 in long-term liabilities (2003 - R$ 62,815, being R$ 6,555 in current liabilities and R$ 56,260 in long-term liabilities).

16 Income Tax and Social Contribution on Net Income

(a) Current taxes - parent company

  2004  2003 


 
Income before income tax 648,523  241,168 


 
Adjustments to income for the year
    Permanent additions 23,690  59,082 
    Temporary additions 380,537  341,846 
    Permanent exclusions (208,334) (298,171)
    Temporary exclusions (208,918) (161,777)
    Interest on capital (170,000)


 
Taxable income before offset of tax losses 465,498  182,148 
 
Offset of tax losses (30%) (139,649) (54,644)


 
Taxable income for the period 325,849  127,504 


    
Income tax (15%) and additional (10%) 81,438  31,876 
    
Income tax expenses arising from changes in net assets
    derived from the merger of:
    Trikem 1,283 
    OPP Química    19,731 
Other 9,620 


 
  10,903  19,731 


 
Income tax expense 92,341  51,607 


In relation to the income tax expense, R$ 53,887 is covered by the exemption/reduction benefit (Note 17(a)) (2003 - R$ 27,732).

(b) Deferred taxes

(i) Breakdown of deferred income tax

In accordance with the requirements of CVM Deliberation 273/98, which approves IBRACON pronouncement on the recognition of income tax, and CVM Instruction 371/02, the Company records the following deferred income tax balances:

  2004  2003 
 

 
Tax losses for offset 539,754  671,780 
Goodwill amortized in books on investments in merged companies 168,757  58,854 
Goodwill amortized in books on permanent investments 629,572  428,646 
Temporarily nondeductible expenses 1,261,018  1,220,797 
 

 
Potential deferred income tax taxable base 2,599,101  2,380,077 
 

 
Potential calculated deferred income tax (25%) 649,775  595,019 
 
Unrecorded portion of deferred income tax (348,248) (429,399)
 

 
Deferred income tax assets 301,527  165,620 
 

 
Change:
 
Opening balance for the year 165,620  144,760 
    - Addition (write-off) of deferred income tax on tax losses (30,682) 20,860 
    - Deferred income tax on amortized goodwill in merged companies 37,040 
    - Deferred income tax on temporary provisions 129,549 
 

 
Closing balance 301,527  165,620 
 

 
Deferred income tax liabilities on accelerated depreciation with tax
incentives:
Opening balance for the year (9,705) (10,295)
Realization of deferred income tax 590  590 
 

 
Closing balance for the year (9,115) (9,705)
 

 
Deferred income tax in net income 136,497  21,450 
 

Deferred income tax assets and liabilities, arising from tax losses and temporary differences are recognized in the books taking into consideration the probable realization of these assets and liabilities, based on the projection of deferred income prepared based on internal assumptions and future economic scenarios which therefore may change.

(ii) Estimated deferred income tax realization period

In addition to the positive results arising from the corporate restructuring described in Note 1(c), expected future taxable income is based on projections and feasibility studies basically based on price, exchange rate, interest rate, market growth assumptions, as well as other variables relevant to the Company's performance, considered in the Company’s business plan which point out the following estimates, as realization of deferred income tax assets on tax losses and temporary differences:

(a) Expected realization of deferred income tax on tax losses:

2005 95,860 
2006 39,078 
 
 
  134,938 
 

Based on a feasibility study, Company management estimates that existing tax losses will be used by financial year 2006.

(b) Expected realization of deferred income tax on temporary differences:

Based on taxable income generation projections of the parent company, the realization estimate of deferred income tax assets balance related to goodwill amortized in books on investments in merged companies, considering the tax realization projection over ten years, will be as follows:

2005 4,383 
2006 4,383 
2007 4,383 
2008 4,383 
2009 4,935 
2010 4,935 
2011 4,906 
2012 2,623 
2013 1,055 
2014 1,054 
 
    
  37,040 
 

The portion of goodwill on investments in merged companies amortized in books, the realization of which will be made over a period higher than 10 years (R$ 20,596), as well as Goodwill amortized in the books on permanent investments was not considered in the recognition of deferred income tax assets (R$ 629,572), the tax realization of which over the coming ten years is uncertain.

As regards temporarily nondeductible expenses, deferred income tax was recognized only on expenses recorded with respect to taxes challenged in courts (R$ 253,542) e other operating nondeductible provisions (R$ 264,654). The nondeductible provisions recorded on permanent investments (R$ 742,822) the tax realization of which over the coming ten years is uncertain, were not considered in the calculation basis of deferred income tax assets. It is estimated that the balance of deferred income tax arising from other temporary provisions (R$ 129,549) will be realized within up to ten years, also based on Company projections and the expected outcome of tax matters being discussed in courts.

It is worth noting that the assets recorded are limited to amounts the offset of which is supported by taxable income projections, discounted to their present value, realized by the Company within up to ten years, also considering the limitation to the offset of tax losses by 30% of income for the year before income tax and income tax exemption and income tax reduction benefits.

As the income tax taxable base does not arise only from the income that can be generated but also untaxed revenues, nondeductible expenses, tax incentives, and other variables, there is no direct relation between the Company’s net income and income tax results. So, the expected use of tax credits must not be taken as an indication of the Company’s future net income.

(c) Social Contribution of Net Income (“CSLL”)

In view of the discussion of the constitutionality of Law 7689/88, the Company and merged companies OPP Química and Trikem and its subsidiary Polialden, filed a lawsuit to avoid the payment of CSLL.

The TRF of the 1st Region expressly recognized the unconstitutionality of said tax, and the courts issued final and unappealable decisions favorable to the Company and merged companies. However, the Federal Government filed an action seeking to revoke the decisions on Braskem’s and Trikem’s lawsuits, arguing that after the final decision favorable to the companies, the Plenary Session of the STF had declared the constitutionality of the tax, except in 1988. In the case of OPP Química, the Federal Government did not file any action, and so the first final decision remained in force.

The decisions of lower and first appeal courts were favorable to the Federal Government however, tax payments are still suspended. Currently, the mentioned action is awaiting final judgment of the appeals lodged to the STF and STJ.

Based on the referred STF’s decision, the Federal Revenue Secretariat (“SRF”) is raising tax assessment notices against the Company and the merged companies, against which administrative defense arguments have been filed.

The subsidiary Polialden also ensured the right to not pay CSLL, based on a final court decision. The Federal Revenue Secretariat, as well, filed an action seeking to revoke the decision and reinstate the collection of the tax from Polialden since 1989, which was accepted and considered groundfull by the TRF of the 1st Region and the STJ. Currently, the Appeal filed with the STF to refuse the Appeal filed with the TRF of the 1st Region and other Appeals filed against STJ decisions.

Based on the opinions of its legal advisors, the Company believes that it will obtain from the courts the right to not to pay this tax and even considering that the decisions of the action filed by the Federal Government, such decision cannot be applied retrospectively to the date of the law’s enactment, and so no provisions related to this tax were recognized. Should retrospective collection be required, contrary to the opinion of the Company’s outside legal advisors, the amount payable, restated based on Brazil’s base rate (SELIC) would be R$ 507,000 (2003 - R$ 418,500 including the merged company OPP Química), net of fine.

Company management, supported by the opinion of their legal advisors, believes that Polialden will probably be successful in the outcome of this case. Moreover, the legal advisors, based also on the understanding of other lawyers, believe that, even in the event of an unfavorable final decision, the contribution could only be demanded as from the date that the decision revoking the original sentence is published. Accordingly no provision has been recorded for CSLL as from 1989.

Should the final decision eventually be unfavorable to the subsidiary Polialden, and if the contribution were to be demanded for years prior to the date of its publication (contrary therefore to the understanding of the legal advisors and other lawyers), the original amount in question, restated using the SELIC rate, would be approximately R$ 55,000 (2003 - R$ 45,500), net of fine. This amount could be significantly reduced if deductions related to other contested tax matters were considered.

17 Tax Incentives

(a) Corporate income tax

From calendar-years 2002 to 2011, the Company has the right to reduce by 75% the income tax on the profit arising from the sale of basic petrochemical products and utilities. The Camaçari polyethylene plant of the merged company OPP Química has the same right for the same period. The PVC plants in Bahia and in Alagoas are exempt from Corporate Income Tax ("IRPJ") calculated on the results of their industrial operations until 2004 and 2008, respectively.

Productions of caustic soda, chloride and ethylene dichloride enjoy the benefit of the decrease of 75% of the income tax rate, up to 2012.

At the end of each year, in the case of taxable profit resulting from the benefited operations, the amount of the income tax exemption or reduction is credited to a capital reserve, which can only be used to increase capital or absorb losses. The incentive covered R$ 53,887 (2003 - R$ 27,732) of the income tax of the Company in the year ended December 31, 2004.

On December 14, 2004, the Board of Directors approved the use of R$ 463,281 from the tax incentive reserve for absorption of the balance of accumulated losses.

(b) Value-added tax (ICMS)

The Company has ICMS tax incentives granted by the State of Rio Grande do Sul, through the Company Operation Fund - FUNDOPEM, with the purpose of incentivating the installation and expansion of industries in the State. This incentive is determined based on approved projects and in percentages on the amounts of tax payments expected. The amount for the year ended December 31, 2004 was R$ 9,861 (2003 - R$ 1,093).

18 Shareholders’ Equity

(a) Capital

At December 31, 2004, subscribed and paid-up capital is R$ 3,402,968 and comprises 30,215,024,848 common shares, 60,210,112,893 Class A preference shares and 210,718,806 Class B preference shares, all nominative and with no par value. On this date, authorized capital comprised 122,000,000,000 shares, of which 43,920,000,000 are common shares, 76,860,000,000 are Class A preference shares and 1,220,000,000 are Class B preference shares.

On March 31, 2003 the Company's capital was increased by R$ 37 through the contribution of the net assets of Nitrocarbono. As a result of the capital increase, 67,698 Class A preference shares were issued (Note 1(c)).

The Ordinary General Meeting held on April 29, 2003 approved an increase in the Company's capital, without the issue of new shares, by transfer of the Monetary Restatement Reserve, in the amount of R$ 2,331.

In July 2003, due to the merger of NI Par by the Company (Note 1(c)), capital was increased by R$ 39,655, through the issue of 54,314,531 common shares, totaling R$ 1,887,422.

The Extraordinary General Meeting held on October 20, 2003 approved the split of the Company's shares, as proposed by Management. The Class A and B preference shares were split in the ratio of 20 shares of each type and class for each existing share. Accordingly, the relation between the shares and the ADRs traded on the New York Stock Exchange (NYSE) was changed from 50 to 1,000 Class A preference shares for each ADR.

In January 2004, due to the merger of Trikem (Note 1(c)), capital was increased by R$ 304,596, through the issue of 8,136,165,484 Class A preference shares, totaling R$ 2,192,018.

In September 2004, in accordance with the Global Offer (Note 1(d)), the Company increased capital in the amount of R$ 1,210,950, through the issue of 13,455,000,000 Class A preference shares, at the price of R$ 90.00 per thousand shares in Brazil and US$ 31.38 overseas. Accordingly, capital totaled R$ 3,402,968.

On January 15, 2004, in order to maintain the minimum limit related to the proportion between common and preference shares, in accordance with Brazilian Corporate Law, before the merger of Trikem, the conversion of 121,948,261 Class A preference shares into common shares was approved at the Extraordinary General Meeting. Accordingly, on September 17, 2004, before the conclusion of the Global Offer, the conversion of 4,484,963,007 Class A preference shares into common shares was approved at the Extraordinary General Meeting.

In September, October, November and December 2004, in accordance with Article 6 of the by-laws, the conversion of 18,435,994 Class B preference shares into 9,217,997 Class A preference shares was carried out.

(b) Share right

Preference shares are not convertible into common shares and do not carry voting rights, but they have priority to a minimum non-cumulative annual dividend of 6%, depending on the availability of income for distribution. Only the Class A preference shares have equal participation with the common shares in the remaining income, and this right exists only after the payment of dividends to the holders of preference shares. The Class A preference shares also have equal rights with the common shares to receive stock dividends arising from the capitalization of other reserves. The Class B preference shares, subsequent to the expiration of the period of non-transferability as foreseen in special legislation, may be converted into Class A preference shares at any time, at the ratio of two Class B preference shares for one Class A preference share.

In the event of liquidation of the Company, the Class A and B preference shares have priority to capital reimbursement.

All shareholders are assured an annual dividend of not less than 25% of the net income of each year, calculated in accordance with Brazilian Corporate Law.

As described in the Memoranda of Understanding for Shareholders' Agreements, the Company must distribute dividends in a percentage not less than 50% of available net income of each year, as long as remaining reserves are sufficient to maintain efficient operations and business development.

According to the terms agreed in the Export Prepayment Credit Agreement (Note 13(b)), the payment of dividends, interest on capital or any other participation in profits is limited to at the most 50% of net income for the year or 6% of the unit value of the Class A and B preference shares, whichever is higher.

(c) Shares held in treasury

At December 31, 2004, the Company held in treasury 116,836,839 Class A preference shares (2003 - 621,887.272 shares).

(d) Appropriation of net income

In accordance with the Company’s by-laws, net income for the year, adjusted as provided by Law 6404/76, will be appropriated as follows: (i) 5% for constitution of the legal reserve, not exceeding 20% of capital; (ii) 25% for payment of non-cumulative mandatory dividends, observing the legal and statutory advantages of the preference shares. When the priority dividend amount paid to the preference shares is equal to or higher than 25% of the net income for the year, calculated in accordance with Article 202 of Brazilian Corporate Law, the full payment of the mandatory dividend is carried out. If there is a remaining mandatory dividend after the payment of the priority dividend, it will be applied as follows: i) in the payment to common shares of a dividend up to the limit of the priority dividend of preference shares; ii) if there is a remaining balance in the distribution of an additional dividend to common shares and Class A preference shares, under the same conditions, so as each common shares or preference share of this class receives the same dividend.

Dividends proposed by management, subject to approval at the General Meeting, are as follows:

  2004 
 
    
Net income for the year 692,679 
Part allocated to legal reserve (34,634)
 
    
Adjusted net income for calculation of dividend 658,045 
 
    
Minimum mandatory dividends - 25% 164,511 
 
    
Appropriation of net income:   
    
Basic profit for distribution of dividends 658,045 
    
    Interest on capital (Note 18(e))   
        Common shares (R$ 1.125 per thousand shares) 33,976 
        Preference shares (R$ 2.256 per thousand shares) 136,024 
 
    
  170,000 
    Proposed dividends   
        Common shares (R$ 1.131 per thousand shares) 34,178 
 
    
Total 204,178 
 
    
Amount allocated to revenue reserve 453,867 
 

The amount of interest on own capital credited to preference shares is in compliance with the priority dividend established in the Company’s by-laws.

Revenue reserve complies with the investment plan and the decrease in the Company’s indebtedness.

(e) Interest on capital

In December 2004, the payment of R$ 170,000 to Braskem shareholders, as interest on capital was authorized by the Board of Directors and approved by the Management Committee, including the mentioned amount in the priority and mandatory dividends of 2004, as prescribed by Law 9249/95 and paragraph 6 of Article 44 of the by-laws. The individual amounts and the income tax withheld at source, in the amount of R$ 20,366, were recorded based on the shareholding control at December 31, 2004.

The effective payment will be made up to 60 days after the Ordinary General Meeting to be held in 2005.

For disclosure purposes, the expenses with interest on capital were reversed in the statement of operations for the year as “Operating expenses (income)”, and also stated in the statement of changes in shareholders equity, in compliance with CVM Resolution 207/96.

19 Contingencies

(a) Employees' Collective Agreement - Clause 4

The Union of the Employees of Petrochemical, Plastic Chemicals and Related Companies of the State of Bahia ("SINDIQUÍMICA") and the Employers’ Union of the Petrochemical and Synthetic Resins Industry of the State of Bahia ("SINPEQ") challenged the constitutionality of the indexation clause of salaries and wages, included in the employees’ collective agreement, due to the standard of public order (economic plan) established in 1990 and which restrained salary adjustment. The Company and its subsidiaries operated plants in the region in 1990, and they are members of SINPEQ. The employees’ union pleads the retroactive adjustment of salaries. In December 2002, the STF judging the plea from SINPEQ, confirmed the prior decision from TST, determining that the economic policy legislation prevails over the collective agreement and, therefore, no adjustment is due. SINDIQUIMICA lodged a new appeal. In June 2003, after the waiver of the plea by two ministers, judgment was suspended.

Management, based on the opinion of its legal advisors, believes in a favorable outcome for the companies and therefore did not provide any amount relating to this matter.

(b) Preference shareholders

(i) Some holders of Class B preference shares, issued within the tax incentive program, allege that they are entitled to profit sharing under the same conditions as common and Class A preference shareholders. One lawsuit was considered unfavorable to the Company, and Braskem filed a Rescissory Action in order to appeal against this decision. The Company obtained an injunction to suspend the liquidation until the final decision issued in the Notice of the Rescissory Action. On December 11, 2003, the Rescissory Action filed by Braskem was judged with merit by the Court of Justice of the State of Bahia, which ruled against the court decision previously issued by the same Court and judged without merit the shareholders requests due to express breach of the disposition of special legislation. In June 2004, the shareholders presented a Special Appeal to the Higher Court of Justice, which was considered unacceptable by the President of the Court of Justice of the State of Bahia in November 2004. The shareholders appealed against this decision. According to the Company’s legal advisors, the chances of a favorable outcome are high, especially because the Company’s intention is based on the opinions of renowned jurists and recent decisions issued about the matter.

(ii) The divergence related to the rule established by the by-laws of the subsidiary Polialden concerning the distribution of dividends on preference shares (paragraph 3, Article 5, together with paragraph 4, Article 37), initiated by the Notice CVM/GEA-3/No. 100, addressed to the subsidiary and dated April 14, 2000, was resolved based on the decision of the CVM Collegiate on August 10, 2000 that confirming the understanding of Polialden, accepted its arguments and concluded that: "the dividends on the preference shares are at least 6%..., and are limited to 8% of this same amount, or the equivalent to 25% of the net income for the year, whichever is highest, as the Company has being doing during the last ten years. Such shares do not participate in remaining profits, since the by-laws precisely determine the limit for the participation of these shares".

Based on the said decision, as well as on opinions issued by renowned lawyers and jurists, Polialden is adopting the rule determined by its by-laws in relation to the payment of dividends on common and preference shares, limiting the amounts paid to the latter to 8% of the unit value of capital, observing the limit of 25% for the mandatory dividend, as established by the by-laws and the CVM decision.

Despite the legal opinions, the existing decisions about the subject, and the decision of the CVM mentioned above which all agreed with the understanding of the subsidiary that the preference shares do not participate in remaining profits, some preference shareholders of Poliaden initiated legal actions seeking to obtain a ruling that the preference shares do participate equally with the common shares in the distribution of dividends by Polialden.

Most decisions already made in the judgment of this matter are favorable to Polialden. However, in August 2001, contrary to the opinion expressed by the CVM Collegiate, as well as opinions of renowned jurists, the 4th. Panel of the STJ decided, in a special appeal of a shareholder, to grant the plaintiff participation in the payment of dividends on an equal basis with common shares as approved in certain past Shareholders Meetings. This decision is not the final decision and is being appealed by Polialden.

In June 2002, based on a court order, Polialden made a judicial deposit corresponding to the difference claimed by those shareholders relating to the dividends approved at the Ordinary General Meeting of 2002, in the amount of R$ 5,664, recorded in “Other accounts payable " in long-term liabilities. Since then, Polialden is facing favorable outcomes, annulling the injunctions granted to the shareholders and determining the related amounts deposited, remaining deposited at this date the amount of R$ 5,698, related to dividends distributed in 2002 and 2004. It is important to mention that the basis of one of the decisions in favor of Polialden, based on which the injunctions was annulled, considers the fact that the lawsuit was not definitely judged and the decision at the Special Appeal level does not include future meeting decisions, but solely the general meeting subject to the main STJ sub-judice lawsuit.

One more action against Polialden was judged totally without merit in September 2003, declaring the differentiated treatment given to the preference shares of Polialden as legitimate, since those share were issued based on specific legislation about the application of fiscal incentives. This decision was recently confirmed by the STJ, which judged the lawsuit unfounded after an unanimous decision dated December 28, 2004.

It is also important to mention that the merit of these lawsuits was not definitely judged; accordingly Polialden management, supported by the decision of the CVM Collegiate and the opinion of its legal advisors, as well as the most recent decisions about the subject, understands that no complement of dividends for preference shares is due.

In December 2004, as published in the Material Fact, some minority shareholders waived the lawsuits filed against Polialden, exchanging their Polialden preference shares for the Company’s Class A preference shares.

(c) INSS

The Company is party several administrative and legal claims covering social security issues, which, at December 31, 2004, totaled R$ 167,600. Of this amount, the Company deposited in court the amount of R$ 15,100, while R$ 18,200 is secured by a portion of inventory portion. The Company set up a provision for social security contingencies in the amount of R$ 8,500. Accordingly, the Company has credits against the INSS, which are being challenged in court, in the amount of R$ 28,600. These credits were not recorded.

In October 2000, Polialden was assessed by the INSS due to the lack of payment confirmation of the contributions arising from services rendered, from May 1995 to December 1998, and the lack of the contribution payment levied on payroll, from May 1998 to January 1999, amounting to R$ 9,504 at December 31, 2004.

The Company management, based on the opinion of its external lawyers, who classifies as remote the possibility of unfavorable outcomes, understands that no amount is due arising from these assessments and, accordingly, no provisions were set up.

(d) Other litigation of the Company and its subsidiaries

The Company has civil lawsuits filed by a former caustic soda supplier, which amounts, at December 31, 2004, totaled R$ 170,199. At December 31, 2003, these lawsuits amounted to R$ 252,000. This decrease resulted from the fact that one of the lawsuits was not accepted. The former supplier is claiming reimbursement concerning the Company’s non-compliance with the contractual terms. Management, based on the opinion of its external legal advisors, believes that these lawsuits will be considered invalid and, accordingly, no provisions were set up.

In 2004, SINDIQUÍMICA filed a labor lawsuit in favor of its employees, pleading the overtime payment related to several shifts of the companies comprising the Camaçari Petrochemical Complex, State of Bahia. In 2004, SINDIQUÍMICA waived the lawsuit.

The Company is defendant in several labor lawsuits, which, based on the external legal advisors, may be favorable to the Company and, therefore, no provisions were set up. For those lawsuits for which an unfavorable outcome is probable, the Company set up a provision in the amount of R$ 7,930 (consolidated R$ 10,923).

20 Financial Instruments

(a) Risk management

Since the Company operates in the international market, obtaining funds for its operations and investments, it is exposed to market risks mainly arising from changes in the foreign exchange and interest rates. The bank accounts, financial investments and other accounts receivable are subject to credit risk. The Company has developed policies and procedures for risk evaluation, report preparation and monitoring of derivative activity.

To cover the exposure to market risk, the Company utilizes various types of currency hedges, some involving the use of cash and others not. The most common types which use cash, as adopted by the Company, are financial applications abroad (Certificates of deposit, foreign mutual funds, time deposits and overnight deposits) and put and call options. The types of currency hedge which do not involve the use of cash are swaps of U.S. dollars for CDI and forwards.

To hedge its exposure to exchange risks arising from loan and financing agreements, the Company adopted, at December 31, 2001, the following methodology: hedging of the principal and interest (on a consolidated basis), falling due in the next 12 months in, at least, (i) 60% of the debt linked to exports (trade finance), except for Advances on Exchange Contracts ("ACCs") of up to six months and Advances on Export Contracts ("ACEs"); and (ii) 75% of the debt not linked to exports (non-trade finance).

(b) Exposure to foreign exchange risks

The Company has long-term loans and financing to finance its operations, cash flows and modernization projects. Part of long-term loans is denominated in U.S. dollars (Note 13).

(c) Exposure to interest rate risks

The Company is exposed to interest rate risks on its short-term debt. The debt in foreign currency, bearing floating interest rates, is mainly subject to LIBOR variation and the domestic debt, bearing floating interest rates, is mainly subject to fluctuations in the Long-term Interest Rate (TJLP) and the Interbank Deposit Certificate (CDI) rate.

(d) Exposure to commodities risks

The Company is exposed to fluctuations in the price of several petrochemical commodities, especially its main raw material, naphtha. Since the Company seeks to transfer to its own selling prices the effect of price changes in its raw material, arising from changes in the naphtha international quotation, in 2004 no financial instrument was used to hedge the prices of this commodity, nor for the other petrochemical commodities sold by Braskem.

(e) Exposure to credit risk

The operations that subject the Company to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivable, exposing the Company to the risk of the financial institution involved.

In order to manage the credit risk, the Company keeps its bank accounts and financial investments with large financial institutions.

In relation to credit risk, the Company protects itself by performing detailed analyses before granting credit and by obtaining real and personal guarantees, when necessary.

(f) Market value

To determine the estimated market value of the financial instruments, the Company uses public information available in the financial market and valuation methodologies generally accepted and practiced by the counterparties. These estimates do not necessarily guarantee that such operations could be realized in the market at the indicated amounts. The use of different market information and/or valuation methodologies could have a significant effect on the estimated market value.

21 Financial Income (Expenses)

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



 
Financial income (expenses)
Interest income 181,555  75,631  160,780  67,261 
Monetary variation in financial investments, related
    parties and accounts receivable 18,585  39,925  11,565  19,869 
Loss on derivative operations (5,381) (20,243) (5,586) (38,670)
Foreign exchange variation net income 79,816  558,376  90,073  808,487 
Financing interest (568,478) (434,066) (590,141) (586,966)
Financing monetary variation (431,970) (553,641) (380,887) (344,678)
Monetary and interest variation in taxes and suppliers (121,792) (76,902) (137,079) (164,046)
Taxes on financial operations (126,460) (127,276) (148,425) (184,674)
Interest on capital (170,000)    (170,000)   
Reversal of interest on capital 170,000     170,000    
Other (126,743) (162,294) (231,027) (280,165)
 



 
  (1,100,868) (700,490) (1,230,727) (703,582)
 



22 Other Operating Income (Expenses), Net

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



         
Income (expenses)
    Rental of installations 20,628  18,217  20,676  18,217 
    Recovery of taxes and compulsory deposits 1,402  18,932  15,303  22,844 
    Insurance recoveries 1,612  11,603  1,612  11,603 
    Taxes on sales of merged companies (*)    (24,191)     (24,191) 
    Sale of sundry materials 11,444  14,617  11,296  16,919 
    Other operating income (expenses), net (803)  2,106  (7,269)  4,354 
 



 
  34,283  41,284  41,618  49,746 
 



(*) Relates to taxes on sales of the Company to the merged companies OPP Química and Nitrocarbono between January 1 and March 31, 2003 (Note 3(b)).

23 Non-operating Income (Expenses), Net

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



Income (expenses)        
    Gain (loss) on participation in investments 3,037  (3,768) 3,468  (2,740)
    Sales of permanent assets (13) 1,146  541  413 
    Reversal (provision) for loss in investments (2,355) 26,909  (2,386) 26,909 
    Residual value of disposed fixed assets (2,368) (9,064) (5,502) (9,082)
    Provision for loss on permanent assets (18,199) (7,278) (18,199) (7,278)
    Other (6,646) (10,225) (7,837) (13,062)
 



 
  (26,544) (2,280) (29,915) (4,840)
 



24 Insurance Coverage

The Company and its subsidiaries have a broadly-based risk management program designed to provide cover and protection for all assets, as well as possible losses caused by production stoppages, through an "all risks" insurance policy. This policy establishes the amount for maximum probable damage, considered sufficient to cover possible losses, taking into account the nature of the Company’s activities and the advice of insurance consultants. At December 31, 2004, insurance coverage for inventories, property, plant and equipment and loss of profits of the Company and its subsidiary Polialden amounts to R$ 5,034,340 per event, the total of insured assets amounts to R$ 11,780,426.

25 Shares Traded Abroad - NYSE and LATIBEX

(a) American Depositary Receipt (ADR) Program

The Company trades on the New York Stock Exchange (NYSE) ADRs with the following characteristics:

(b) LATIBEX

The Company trades Class A preference shares on LATIBEX, the market for Latin American Companies quoted in Euros at the Madrid Stock Exchange. The shares are traded in batches of one thousand shares under the symbol "XBRK" and the Brazilian Custodian Bank is Itaú S.A.

26 Private Pension Plans

The actuarial obligations relating to the pension and retirement plans are accrued in conformity with the procedures established by CVM Deliberation 371 of December 13, 2000.

(a) ODEPREV - Odebrecht Previdência

The Company has a defined-contribution plan for its employees. The plan is managed by ODEPREV - Odebrecht Previdência which was set up by Odebrecht S.A. as a closed private pension entity. ODEPREV offers its participants, employees of the sponsoring companies, the Optional Plan, a defined-contribution plan, in which monthly and sporadic participant contributions and annual and monthly sponsor contributions are accumulated and managed in individual retirement savings accounts.

The Board of Trustees of ODEPREV defines each year in advance the parameters for contributions to be made by the participants and the sponsoring companies. With regard to the payment of benefits under the Optional Plan, the obligation of ODEPREV is limited to the total value of the quotas held by its participants and, to comply with the regulations for a defined-contribution plan, it will not be able to require any obligation or responsibility on the part of the sponsoring company to assure minimum levels of benefits to the participants who retire.

Currently, the active participants in ODEPREV are as follows:

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



         
Active 1,133  499  1,133  1,081 
 



 
Total participants 1,133  499  1,133  1,081 
 



Sponsor’s contributions for 2004 were R$ 2,441 (consolidated 2003 - R$ 1,091), and those of the participants were R$ 5,783 (consolidated 2003 - R$ 3,873).

(b) Fundação PETROBRAS de Seguridade Social - PETROS

The Company sponsors a defined-benefit plan for the former employees of COPENE and CQR - Companhia Química do Recôncavo. The plan is managed by the Fundação Petrobras de Seguridade Social ("PETROS"). Its main objectives are to (i) complement retirement benefits provided by the Government and (ii) implement social assistance programs with the support of the sponsoring companies. The sponsoring companies and their employees pay monthly contributions to PETROS based on the employees' remuneration.

In accordance with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Benefits to Employees", the pension plan sponsored by the Company was subject to an actuarial valuation in November 2004. This actuarial valuation indicated that the present value of liabilities exceeds the fair value of the plan assets by R$ 55,333 (consolidated - R$ 64,548). This amount is recorded in long-term liabilities under "Other accounts payable".

The amounts are as follows:

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



         
1 Present value of actuarial obligation at the end of the year
        Benefits to be granted (active employees) 96,279  88,094  139,045  127,087 
        Benefits to be granted (active employees) 236,700  196,941  282,752  253,597 
 



 
  332,979  285,035  421,797  380,684 
2 Fair value of plan assets at the end of the year 277,646  234,575  357,249  320,314 
 



 
3 Present value of obligations in excess of assets (1) - (2) 55,333  50,460  64,548  60,370 
 
4 Unrecognized net actuarial gain (loss) 3,273  4,090  (4,356) (2,482)
 
5 Cost upon the adoption of CVM 371 not yet recognized       (1,043) (1,564)
 



 
    Net actuarial liability (3) + (4) + (5) 58,606  54,550  59,149  56,324 
 



 
    Net expenses for the next 12 months
        Service cost 7,279  6,870  9,384  8,795 
        Interest cost - benefits to be granted (active employees) 10,880  5,286  15,712  9,433 
        Interest cost - benefits granted (retired employees and
                pensioners) 25,610  11,816  30,586  17,220 
        Expected return on plan assets (30,789) (13,832) (39,697) (22,482)
        Expected contributions of participants (3,947) (2,687) (5,027) (3,768)
        Cost of amortization       521 
 



 
  9,033  7,453  10,958  9,719 
 



Currently, the active and inactive participants in PETROS are as follows:

  Parent company Consolidated
 

 
  2004  2003  2004  2003 
 



         
Active 748  778  1,271  1,337 
Inactive 792  703  1,186  1,166 
 



 
Total participants 1,540  1,481  2,457  2,503 
 



Based on the actuarial report, additional information on the pension plan managed by PETROS:

Type of plan Defined-benefit


 
Method of actuarial valuation All regulatory benefits
Mortality table GAM-71
Disability Álvaro Vindas
Discount rate applied to the actuarial obligations 6% p.a.
Rate of return expected on plan assets 6% p.a.

Sponsor’s contributions to this plan in 2004 were R$ 6,203 (consolidated R$ 7,717) and those of participants in the year were R$ 3,842 (consolidated R$ 4,873). Sponsor’s contributions to this plan in 2003 were R$ 5,009 (consolidated R$ 5,156) and those of participants in the year were R$ 3,194 (consolidated R$ 3,279).

(c) PREVINOR - Associação de Previdência Privada

The Company and its subsidiary Polialden have a defined-contribution plan for certain employees. The plan is managed by PREVINOR - Associação da Previdência Privada (“PREVINOR”).

The principal objective of PREVINOR is to complement retirement benefits provided by the Government. For this purpose, PREVINOR receives monthly contributions from the sponsors and participants, calculated actuarially based on the employees' monthly remuneration.

In conformity with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Benefits to Employees", the pension plan sponsored by the Company was subject to an actuarial valuation in November 2004. This actuarial valuation indicated that the fair value of plan assets exceeds the present value of benefit liabilities by R$ 1,422. Since the rules of the defined-contribution plan do not state that this amount can be used to reduce future contributions of sponsors or be reimbursed, the Company did not record these assets.

Currently, the active and inactive participants in PREVINOR are as follows:

  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Active 240  249  361  351 
Inactive 27  19  123  114 
 



 
Total participants 267  268  484  465 
 



Sponsor’s contributions for 2004 were R$ 1,220 (consolidated - R$ 1,814) and those of participants in the year were R$ 686 (consolidated - R$ 951). Sponsor’s contributions for 2003 were R$ 1,008 (consolidated - R$ 1,514) and those of participants in the year were R$ 563 (consolidated - R$ 815).

27 Commitments for the Supply of Raw Material

At December 31, 2004, the Company had contractual commitments to sell raw material in the form of contracted demand. Based on these contracts, with automatic renewal, and the average sales prices for the raw materials in the last quarter of 2004, these contractual commitments, for the next five years, are estimated at R$ 23,693,697, as follows:

Parent company

Year Tons  R$ 



   
2005 1,971,549  4,453,454 
2006 1,855,451  4,562,445 
2007 1,882,275  4,627,366 
2008 1,833,435  4,516,858 
2009 2,230,624  5,533,574 


   
  9,773,334  23,693,697 


*

Attachment I

Braskem S.A. and Subsidiaries

Supplementary Information
Statements of Cash Flows Years Ended December 31
In thousands of reais


  Parent company Consolidated
 

  2004  2003  2004  2003 
 



 
Net income for the year 692,679  211,011  690,857  215,135 
Adjustments to net income (loss) reconciliation
    Depreciation, amortization and depletion 720,432  405,599  794,935  548,148 
    Amortization of goodwill (negative goodwill), net 283,988  171,962  152,729  255,985 
    Interests in subsidiary and associated companies (169,952) (91,825) (17,998) (13,616)
    Reversal (provision) for loss on investments (124,434) 24,060  7,500  1,276 
    Tax incentives       (44,338) (65,647)
    Exchange variation on investments 8,767  (134,198) 9,645  (22,414)
    Gain (loss) on investments and others (2.576) 3,768  (16,030) 3,768 
    Gain (loss) on disposal of permanent assets 20,580  96,584  23,698  98,761 
    Interest and monetary and exchange variations 704,201  266,245  689,925  122,968 
    Minority interest       24,565  226,180 
    Deferred income tax (136,497) (21,450) (138,372) (20,453)
    Other 4,950  (38,485) 18,298  56,479 




 
  2,002,138  893,271  2,195,414  1,406,570 




 
Effect of mergers and disposals of investments 24,993  37,503     (2,948)
 
Financial cash effects 276,795  201,597  294,396  265,907 
 
Cash generation before changes in operating
    working capital 2,303,926  1,132,371  2,489,810  1,669,529 




 
Changes in operating working capital
    Marketable securities 20,900  34,974  21,158  (76,019)
    Trade accounts receivable (186,823) (88,955) (209,016) (216,780)
    Financial instruments (4,056) (21,124) (4,056) (21,124)
    Inventories (300,941) (136,234) (384,008) (230,415)
    Taxes recoverable 349,947  340,676  289,398  329,513 
    Prepaid expenses 22,984  13,457  29,572  18,002 
    Received dividends 128,416  55,517  828  49,113 
    Other accounts receivable 11,465  (86,432) 31,679  (64,525)
    Suppliers 1,052,222  (361,370) 1,140,296  (525,418)
    Taxes, charges and contribution 129,375  49,491  150,890  235,262 
    Tax incentives 63,748  28,825  111,866  121,716 
    Advances to customers (79,266) 5,326  (212,311) 156,054 
    Credit rights (113,400) (124,250) (113,400) (175,000)
    Other accounts payable (1,772) (76,363) (69,149) 33,617 




 
Operational cash generation before financial effects 3,396,725  765,909  3,273,557  1,303,525 




 
Exclusion of financial cash effects (276,795) (201,597) (294,396) (265,907)
 
Operational cash generation 3,119,930  564,312  2,979,161  1,037,618 




Resources from the sale of investments 95  4,823  95  4,823 
Increase in investment (23,020) (96,429) (23,648) (118,499)
Increase in property, plant and equipment (368,349) (123,141) (432,322) (214,663)
Increase to deferred assets (509,823) (167,082) (549,723) (255,267)




 
Net cash used in investing activities (901,097) (381,829) (1,005,598) (583,606)




 
    Short-term debt
        Funds raised 1,313,986  3,375,916  2,050,353  4,173,491 
        Payments (5,128,951) (4,253,599) (5,574,806) (5,693,300)
    Long-term debt
        Funds raised 2,375,758  1,317,857  2,454,314  1,866,138 
        Payments (900,000)   (991,563)
    Related parties
        Funds raised 871,313  4,382,222  40,211  1,157,620 
        Payments (837,045) (4,656,574) (109,241) (1,462,224)
    Payments of dividends to shareholders
        and participations       (4,175) (54,608)
    Capital increase 1,210,950  39,655  1,210,950  39,655 
    Treasury shares 8,232  7,154  8,232  7,154 
    Other (14) 5,886  (9)




 
Net cash provided by (used in) financing activities (1,085,755) 212,617  (909,839) 33,917 
 
Increase (decrease) in cash and cash equivalents 1,133,078  395,100  1,063,724  487,929 




 
Represented by
    Cash and cash equivalents, at the beginning of the period 423,791  28,691  689,597  201,668 
    Cash and cash equivalents, at the end of the period 1,556,869  423,791  1,753,321  689,597 




Increase (decrease) in cash and cash equivalents 1,133,078  395,100  1,063,724  487,929 




This statement was prepared in accordance with Accounting Rules and Procedures (NPC) No. 20 “Statement of Cash Flows”, issued by the Institute of Independent Auditors of Brazil (IBRACON).

Main transactions not affecting cash

The following transactions that did not affect the cash were excluded from the statement of cash flows:

* * *


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.

Date: February 16, 2005

  BRASKEM S.A.
 
 
  By:      /s/      Paul Elie Altit
 
    Name: Paul Elie Altit
    Title: Chief Financial Officer