(Commission File No. 1-14862 )
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___
Braskem S.A.
and subsidiaries
Financial Statements on
December 31, 2008 and 2007
(With independent auditors report thereon)
(A free translation of the original report in Portuguese as published
in Brazil containing financial statements prepared in accordance
with accounting practices adopted in Brazil)
Independent auditors report
To
The Shareholders, Board Members and Managers of
Braskem S.A.
Camaçari - BA
1. |
We have examined the accompanying balance sheets of Braskem S.A. and the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2008 and 2007 and the related statements of income, changes in shareholders equity,
statements of cash flows and added value for the years then ended, which are the responsibility of its management. Our responsibility is to express an opinion on these financial statements. The financial statements of the subsidiary Copesul -
Companhia Petroquímica do Sul as of December 31, 2007 were examined by other independent auditors and our opinion with respect to the amount of this investment and the results of this subsidiary is based exclusively on the reports of these
other auditors. The financial statements of the subsidiary IQ Soluções & Química S.A. (previously denominated Ipiranga Química S.A.) as of December 31, 2008 and 2007 were examined by other independent auditors and our
opinion with respect to the amount of these investments and the results of this subsidiary is based exclusively on the reports of these other auditors. |
2. |
Our examinations were conducted in accordance with auditing standards generally accepted in Brazil and included: (a) planning of the audit work, considering the materiality of the balances, the volume of transactions and the accounting systems and
internal controls of the Company and its subsidiaries; (b) verification, on a test basis, of the evidence and records which support the amounts and accounting information disclosed; and (c) evaluation of the most significant accounting policies and
estimates adopted by Company management and its subsidiaries, as well as the presentation of the financial statements taken as a whole. |
3. |
In our opinion, and based on the reports of other independent auditors, the aforementioned financial statements present fairly, in all material respects, the financial position of Braskem S.A. and the consolidated financial position of the Company
and its subsidiaries as of December 31, 2008 and 2007, and the results of operations, changes in shareholders equity, cash flows and added values for the years then ended, in conformity with accounting practices adopted in Brazil. |
4. |
As per Note 9(a), the Company has retained ICMS credits from previous years, arising mainly from the differences between the rates of inflow and outflow of inputs and raw materials, domestic outflow which received incentive through the deferral of
taxes, and sales destined to the foreign market. The realization of these tax credits depends on the successful implementation of the managements plans as described in this note to the accompanying Financial Statements. The Financial
Statements as of December 31, 2008 and 2007 do not include any adjustments related to the recovery of these tax credits due to this uncertainty. |
5. |
As per Note 19(c), the Company, in a proceeding that also involves its merged companies OPP Química, Trikem and Polialden, due to the discussion with respect to the constitutionality of Law 7689/88, is litigating the nonpayment of the Social Contribution on Net Income (CSSL) in the cases in which a final and unappealable decision has already been reached at the Federal Supreme Court (STF), and the Union has filed a rescissory action.
Management, based on the opinion of its legal advisors, who assessed the chances of a successful outcome as possible, believe that it should be successful in its pleading for the maintenance of the nonpayment and that in the event of loss in the
rescissory action the decision would not have a retroactive effect as from the year the law came into effect. Consequently, for preparation purposes of the Financial Statements aforementioned in paragraph 1, no provision was recorded in the
Financial Statements for the years ended December 31, 2008 and 2007 for possible unfavorable decisions regarding the notice of tax assessments, nor for the years not yet inspected by the Federal Revenue Department. |
2
6. |
As per Note 9 (c), OPP Química S.A., merged by the Company in 2003, based on a decision taken by the Federal Supreme Court, recognized in its accounts records, Excise Tax (IPI) credits in the amount of R$ 1,030,125 thousand (R$
2,682,176 thousand restated up to December 31, 2008 R$ 2,506,923 in 2007), which were offset with IPI and other federal taxes. Although this decision was the object of a regulatory appeal by the National Treasury, in which what is being
questioned is not the right to the credit, but the inaccuracies with respect to the aspects related to the case of the non-taxed inputs, the monetary correction and the rate to be used for calculation purposes of the credits, despite the assessments
drafted against the Company. The Company, based on the opinion of its legal advisors, considers the chances of a successful outcome as probable. Consequently, no provision was recorded in the Financial Statements for the years ended December 31,
2008 and 2007. |
7. |
As per Note 3.1, due to the modifications in the accounting practices adopted in Brazil during 2008, the Financial Statements related to the previous year, presented for comparison purposes, were restated in accordance with NPC 12 Accounting
Practices, Changes in the Accounting Estimates and Error Correction. |
February 19, 2009
KPMG Auditores Independentes
CRC 2SP014428/O-6-S-BA
Anselmo Neves Macedo
Accountant CRC 1SP160482/O-6-S-BA
3
Braskem S.A. and its subsidiaries |
Balance sheets as of December 31 |
In thousands of Reais |
Parent company | Consolidated | |||||||
Assets | 2008 | 2007 | 2008 | 2007 | ||||
Restatement | Restatement | |||||||
Current Assets | ||||||||
Cash and cash equivalents (Note 4) | 2,588,173 | 1,201,544 | 2,611,600 | 1,890,151 | ||||
Marketable securities (Note 5) | 337,015 | 45,387 | 337,015 | 248,699 | ||||
Trade Accounts receivable (Note 6) | 955,260 | 1,019,037 | 996,187 | 1,496,976 | ||||
Inventories (Note 7) | 2,843,580 | 1,542,960 | 2,948,096 | 2,264,272 | ||||
Disposal investment (Note 1.c.6 ) | 136,698 | 136,698 | ||||||
Recoverable taxes (Note 9) | 585,392 | 171,413 | 610,712 | 310,311 | ||||
Deferred income and social contribution taxes (Note 19 (b)) | 56,018 | 59,560 | 59,555 | 85,815 | ||||
Dividends and interest on shareholders equity receivable | 7,162 | 45,135 | 3,936 | |||||
Prepaid expenses | 65,298 | 57,260 | 65,840 | 72,502 | ||||
Other accounts receivable | 121,476 | 80,675 | 123,076 | 109,762 | ||||
7,599,374 | 4,359,669 | 7,752,081 | 6,619,122 | |||||
Noncurrent assets | ||||||||
Long-term receivables | ||||||||
Marketable securities (Note 5) | 9,717 | 11,550 | 119,789 | |||||
Trade Accounts receivable (Note 6) | 46,666 | 41,464 | 47,129 | 41,927 | ||||
Inventories (Note 7) | 20,637 | 22,790 | 20,637 | 22,790 | ||||
Recoverable taxes (Note 9) | 1,199,922 | 932,652 | 1,201,816 | 1,175,008 | ||||
Deferred income and social contribution taxes (Note 19 (b)) | 640,367 | 366,480 | 654,463 | 395,452 | ||||
Deposits in court and compulsory loans (Note 11) | 110,540 | 96,431 | 120,143 | 107,654 | ||||
Related parties (Note 8) | 85,924 | 895,017 | 45,880 | 48,531 | ||||
Other accounts receivable | 44,852 | 34,251 | 46,101 | 47,954 | ||||
2,158,625 | 2,389,085 | 2,147,719 | 1,959,105 | |||||
Investments in subsidiaries (Note 12) | 354,357 | 845,131 | 6,912 | |||||
Advance for acquisition of investments (Note 12 (c)) | 1,518,944 | 1,027,986 | ||||||
Investments in associated companies (Note 12) | 23,044 | 23,853 | 23,044 | 24,445 | ||||
Other investments | 11,845 | 8,239 | 13,742 | 13,840 | ||||
Property, plant and equipment (Note 13) | 10,123,718 | 6,391,819 | 10,278,401 | 8,404,079 | ||||
Intangible assets (Note 14) | 2,372,942 | 1,485,790 | 2,378,707 | 2,614,581 | ||||
Deferred charges (Note 15) | 107,447 | 61,645 | 108,248 | 110,607 | ||||
15,151,978 | 12,724,506 | 14,949,861 | 14,161,555 | |||||
Total assets | 22,711,352 | 17,084,175 | 22,701,942 | 20,780,677 | ||||
See the accompanying notes to the financial statements.
4
Parent company | Consolidated | |||||||
Liabilities and shareholders equity | 2008 | 2007 | 2008 | 2007 | ||||
Restatement | Restatement | |||||||
Current Assets | ||||||||
Accounts payable to suppliers | 4,865,040 | 2,421,594 | 4,906,747 | 2,935,114 | ||||
Financing (Note 16) | 2,114,301 | 425,346 | 2,119,995 | 1,068,351 | ||||
Debentures (Note 17) | 26,276 | 20,474 | 26,276 | 111,632 | ||||
Wages and social charges | 206,144 | 183,649 | 218,052 | 260,807 | ||||
Taxes and contributions | 102,155 | 94,072 | 105,606 | 161,825 | ||||
Deferred income and social contribution taxes (Note 19(b)) | 157 | 247 | 15,365 | |||||
Dividends and interest on shareholders equity | 6,604 | 281,241 | 6,604 | 307,945 | ||||
Advances from customers | 47,717 | 12,934 | 49,015 | 23,448 | ||||
Creditors through investments acquisition (Note 1 (c.4) and (c.5)) | 880,991 | 880,991 | ||||||
Other accounts payable | 120,865 | 90,178 | 141,131 | 124,613 | ||||
7,489,102 | 4,410,636 | 7,573,673 | 5,890,091 | |||||
Noncurrent assets | ||||||||
Long-term liabilities | ||||||||
Accounts payable to suppliers | 18,675 | 26,338 | 18,675 | 29,654 | ||||
Financing (Note 16) | 9,027,800 | 4,748,391 | 9,039,821 | 6,401,947 | ||||
Debentures (Note 17) | 800,000 | 800,000 | 800,000 | 800,000 | ||||
Hedge transactions (Note 23 (f.3, i, i.b)) | 109,444 | 109,444 | ||||||
Taxes and contributions payable (Note 18) | 1,221,668 | 1,105,110 | 1,231,236 | 1,145,816 | ||||
Related parties (Note 8) | 132,759 | 95,827 | ||||||
Long-term incentives (Note 20) | 10,453 | 4,879 | 10,453 | 4,879 | ||||
Deferred income and social contribution taxes (Note 19 (b)) | 9,975 | 7,346 | 23,302 | 64,451 | ||||
Pension plans and benefits for employees (Note 29) | 16,307 | 19,565 | 20,041 | 35,727 | ||||
Other accounts payable | 183,288 | 99,795 | 195,440 | 131,655 | ||||
11,530,369 | 6,907,251 | 11,448,412 | 8,614,129 | |||||
Minority interest | 597,949 | |||||||
Shareholders equity (Note 21) | ||||||||
Capital | 5,375,802 | 4,640,947 | 5,375,802 | 4,640,947 | ||||
Capital reserves (Note 21.c) | 407,964 | 408,647 | 407,964 | 408,647 | ||||
Profit reserves (Note 21.e) | 1,039,660 | 964,990 | ||||||
Equity valuation adjustment (Law 11638/07 and MP 449/08) | (102,100) | (102,100) | ||||||
Treasury shares (Note 21.d) | (244,456) | (257,566) | ||||||
Accumulated losses | (1,989,785) | (78,510) | (2,001,809) | (78,510) | ||||
3,691,881 | 5,766,288 | 3,679,857 | 5,678,508 | |||||
Total liabilities and shareholders equity | 22,711,352 | 17,084,175 | 22,701,942 | 20,780,677 | ||||
See the accompanying notes to the financial statements.
5
Braskem S.A. and its subsidiaries |
Statement of income |
Years ended December 31 |
In thousands of Reais, except net profit (loss) per share |
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Revenues | ||||||||
Domestic market sales | 14,309,912 | 12,880,213 | 18,736,259 | 17,912,660 | ||||
Foreign market sales | 1,816,353 | 4,462,170 | 4,284,149 | 4,524,769 | ||||
Taxes, freights and sales returns | (4,076,509) | (3,679,928) | (5,060,901) | (4,794,938) ) | ||||
Net revenues | 12,049,756 | 13,662,455 | 17,959,507 | 17,642,491 | ||||
Cost of products sold | (10,076,411) | (11,509,209) | (15,140,774) | (14,331,345 ) | ||||
Gross profit | 1,973,345 | 2,153,246 | 2,818,733 | 3,311,146 | ||||
Operating income (expenses) | ||||||||
Selling expenses | (393,258) | (429,380) | (492,694) | (554,243) ) | ||||
Administrative and general expenses | (548,681) | (547,811) | (660,164) | (671,628) ) | ||||
Management remuneration | (12,290) | (9,189) | (14,220) | (12,849) ) | ||||
Depreciation and amortization | (438,642) | (455,195) | (543,609) | (486,600) ) | ||||
Other revenues, net (Note 25) | 53,978 | 127,147 | 86,001 | 131,465 | ||||
(1,338,893) | (1,314,428) | (1,624,686) | (1,593,855) ) | |||||
Operating profit before equity in income of | ||||||||
subsidiaries and financial result | 634,452 | 838,818 | 1,194,047 | 1,717,291 | ||||
Equity from shareholdings | ||||||||
Equity in income of subsidiaries and associated companies | 191,361 | 182,276 | (10,868) | (147) ) | ||||
Amortization of goodwill, negative goodwill, net | (36,035) | (200,965) | (40,388) | (73,964) ) | ||||
Provision for losses | (9,695) | (2,659) | (9,695) | (903) ) | ||||
Others | 125 | (106) | (2,739) | 10,440 | ||||
145,756 | (21,454) | (63,690) | (64,574) ) | |||||
Financial result (Note 24) | ||||||||
Financial expenses | (4,057,166) | 364,786 | (4,403,112) | 212,044 | ||||
Financial income | 689,234 | (543,672) | 718,586 | (588,792) ) | ||||
(3,367,932) | (178,886) | (3,684,526) | (376,748) ) | |||||
Operating income (loss) | (2,587,724) | 638,478 | (2,554,169) | 1,275,969 | ||||
Other expenses and revenues, net (Note 26) | (149,589) | (31,760) | (158,700) | (67,224) ) | ||||
Net income (loss) before income and social | ||||||||
contribution taxes | (2,737,313) | 606,718 | (2,712,869) | 1,208,745 | ||||
Provision for income tax and social contribution (Note 19(a)) | (546) | (87) | (23,672) | (224,053) ) | ||||
Deferred income and social contribution taxes (Note 19(b)) | 230,936 | 10,807 | 301,837 | (103,289) ) | ||||
Net income (loss) before minority interest and profit-sahring | (2,506,923) | 617,438 | (2,434,704) | 881,403 | ||||
Employees statutory profit sharing | (18,900) | (18,709) ) | ||||||
Minority interest | (38,503) | (240,892) ) | ||||||
Net income (loss) for the year | (2,506,923) | 617,438 | (2,492,107) | 621,802 | ||||
Number of shares at the end of the year (in thousands) | 507,541 | 432,838 | ||||||
Net income (loss) per capital share at the end of the year - R$ | (4,9393) | 1,4265 | ||||||
See the accompanying notes to the financial statements.
6
Braskem S.A. and its subsidiaries |
Statement of changes in shareholders equity |
Years ended on December 31 |
In thousands of Reais |
Capital reserves | Profit reserves | |||||||||||||||||||
Capital | Tax incentives |
Others | Legal reserve |
Tax incentives |
Retained earnings for expansion | Equity valuation adjustment |
Treasury shares |
Accumulated losses | Total | |||||||||||
On December 31, 2006 | 3,508,272 | 408,093 | 554 | 72,810 | 652,337 | (194,555) | 4,447,511 | |||||||||||||
Prior year adjustments related to the adoption of | ||||||||||||||||||||
Law 11638/07 and Provisional Measure 449/08 | (103,230) | (103,230) | ||||||||||||||||||
Balances adjusted on January 1st , 2007 | 3,508,272 | 408,093 | 554 | 72,810 | 652,337 | (194,555) | (103,230) | 4,344,281 | ||||||||||||
Capital increase (Note 21(a)) | 1,132,675 | 1,132,675 | ||||||||||||||||||
Repurchase of shares (Note 21 (d)) | (49,901) | (49,901) | ||||||||||||||||||
Prescribed dividends | 252 | 252 | ||||||||||||||||||
Transfer to reserve | 252 | (252) | ||||||||||||||||||
Net income for the year | 617,438 | 617,438 | ||||||||||||||||||
Distribution: | ||||||||||||||||||||
Legal reserve | 27,161 | (27,161) | ||||||||||||||||||
Dividends (Note 21 (f)) | (278,457) | (278,457) | ||||||||||||||||||
Tax incentives reserve (Note 21 (c)) | 49,497 | (49,497) | ||||||||||||||||||
Profits retention (Note 21 (f)) | 237,603 | (237,603) | ||||||||||||||||||
On December 31, 2007 Restatement | 4,640,947 | 408,093 | 554 | 99,971 | 49,497 | 890,192 | (244,456 ) | (78,510) | 5,766,288 | |||||||||||
Capital increase (Note 21 (a)) | 734,855 | 734,855 | ||||||||||||||||||
Prescribed dividends | 348 | 348 | ||||||||||||||||||
Repurchase of shares (Note 21 ( d)) | (199,904 ) | (199,904) | ||||||||||||||||||
Cancellation of shares (Note 21 (d)) | (444,360 ) | 444,360 | ||||||||||||||||||
Reversal of tax incentives (Note 21(g)) | (683) | (683) | ||||||||||||||||||
Equity valuation adjustment (Note 21 (g)) | (102,100) | (102,100) | ||||||||||||||||||
Loss for the year | (2,506,923) | (2,506,923) | ||||||||||||||||||
Accumulated losses absorption | ||||||||||||||||||||
Retained earnings for expansion (Note 21 (e)) | (445,832 ) | 445,832 | ||||||||||||||||||
Tax incentive reserve (Note 21 (f)) | (49,497) | 49,497 | ||||||||||||||||||
Legal reserve (Note 21 (f)) | (99,971) | 99,971 | ||||||||||||||||||
On December 31, 2008 | 5,375,802 | 407,410 | 554 | (102,100)) | (1,989,785) | 3,691,881 | ||||||||||||||
7
See the accompanying notes to the financial statements.
8
Braskem S.A. and its subsidiaries |
Statements of cash flows |
Years ended on December 31 |
In thousands of Reais |
Parent company | Consolidated | ||||||
2008 | 2007 | 2008 | 2007 | ||||
Restatement | Restatement | ||||||
Net income (loss) for the year | (2,506,923) | 617,438 | (2,492,107) | 621,802 | |||
Adjustment to reconcile net income (loss) | |||||||
Depreciation, amortization and depletion | 950,592 | 1,080,689 | 1,224,348 | 1,178,901 | |||
Amortization of goodwill and negative goodwill, net | 36,035 | 72,928 | 40,388 | 106,238 | |||
Equity in income of subsidiaries and associated companies | (191,361 ) | (182,276) | 10,868 | 147 | |||
Losses (gains) on interest in investment and others | (125) | (84) | 2,739 | (11,589) | |||
Provision for losses and write-offs fixed assets | 56,723 | 22,527 | 83,751 | 29,985 | |||
Interest, monetary and exchange variations, net | 3,192,763 | (31,410) | 3,275,061 | (78,173) | |||
Recognition of tax credits | (110,704) | (110,111) | |||||
Minority interest | 38,503 | 240,892 | |||||
Current and deferred income tax and social contribution | (230,390) | (10,720) | (278,165) | 327,342 | |||
Others | (16,000) | (201,823) | 1,825 | (30,882) | |||
1,291,314 | 1,256,565 | 1,907,211 | 2,274,552 | ||||
Effect of mergers on the jointly-controlled subsidiaries cash | 16,790 | 5,796 | 58,886 | 193,831 | |||
Cash generation before changes in operating working | |||||||
capital | 1,308,104 | 1,262,361 | 1,966,097 | 2,468,383 | |||
Variation in operating working capital | |||||||
Marketable securities | (244,299) | 435,085 | 79,259 | 253,947 | |||
Trade Accounts receivable | 719,378 | 54,353 | 492,795 | 220,263 | |||
Inventories | (425,480) | 17,836 | (681,671) | 28,301 | |||
Recoverable taxes | (44,911) | 250,601 | (205,288) | 313,549 | |||
Prepaid expenses | (8,038) | 47,771 | 7,292 | 48,368 | |||
Dividends received | 40,144 | 49,618 | 8,801 | 2,000 | |||
Other accounts receivable | (32,919) | 80,481 | (19,458) | 40,907 | |||
Accounts payable to suppliers | 1,199,732 | (596,608) | 1,962,404 | 286,166 | |||
Taxes and contributions | 13,037 | (439,529) | 17,160 | (178,928) | |||
Long-term incentives | 5,574 | 49,494 | 5,574 | 53,130 | |||
Advances from customers | 28,739 | (12,046) | 25,567 | (12,200) | |||
Other accounts payable | (56,064) | (12,284) | (27,280) | (7,545) | |||
Cash arising from transactions | 2,502,997 | 1,187,133 | 3,631,252 | 3,516,341 | |||
Paid interest | (463,688) | (301,368) | (572,060) | (470,636) | |||
Paid income tax and social contribution | (20,878) | (13,867 ) | (120,963) | (377,445) | |||
Cash provided by operating activities | 2,018,431 | 871,898 | 2,938,229 | 2,668,260 | |||
9
Braskem S.A. and its subsidiaries | |
Cash flows statement | |
Years ended on December 31 | |
In thousands of Reais | (continuation) |
Parent | ||||||||
company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Proceeds from sale of noncurrent assets | 250,219 | 15,183 | 250,219 | 28,829 | ||||
Additions to investments | (676,778) | (1,009,035) | (653,764) | (1,345,522) | ||||
Additions to property, plant and equipment | (960,568) | (704,792) | (1,404,218) | (1,277,172) | ||||
Additions to intangible assets | (293,711) | (97,200) | (278,072) | 1,155,353 | ||||
Additions to deferred charges | (19,138) | (6,689) | (56,610) | (23,649) | ||||
Paid and capitalized financial charges | (62,791) | (54,037) | (71,242) | (70,447) | ||||
Net cash used in investing activities | (1,762,767) | (1,856,570) | (2,213,687) | (3,843,314) | ||||
Short-term debt, net | ||||||||
Funds obtained | 2,600,259 | 821,149 | 2,659,301 | 4,339,531 | ||||
Payments | (4,439,431) | (1,214,949) | (5,164,697) | (5,895,821) | ||||
Long-term debt | ||||||||
Funds obtained | 4,459,713 | 1,596,036 | 4,330,362 | 3,579,839 | ||||
Payments | (683,389) | (315,817) | (1,352,961) | (399,557) | ||||
Related parties | ||||||||
Funds obtained | 74,783 | 1,987 | ||||||
Payments | (373,521) | (135,287) | (5,848) | |||||
Dividends paid to shareholders and minority interest | (274,290) | (37,410) | (300,994) | (43,837) | ||||
Capital increase | 8,672 | 1,674 | 1,511 | |||||
Repurchase of shares | (186,794) | (186,794) | (60,249) | |||||
Others | 28,418 | 589 | 11,016 | 589 | ||||
Cash used in financing activities | 1,130,965 | 797,766 | (3,093) | 1,518,145 | ||||
Increase (decrease) in cash and cash equivalents | 1,386,629 | (186,906) | 721,449 | 343,091 | ||||
Represented by | ||||||||
Cash and cash equivalents, at the beginning of the year | 1,201,544 | 1,388,450 | 1,890,151 | 1,547,060 | ||||
Cash and cash equivalents, at the end of the year | 2,588,173 | 1,201,544 | 2,611,600 | 1,890,151 | ||||
Increase (decrease) in cash and cash equivalents | 1,386,629 | (186,906) | 721,449 | 343,091 | ||||
Main transactions that did not affect the cash: | |
The main transactions that did not affect the cash have been excluded in the cash flow statement, and are described below: | |
| Merger of shares issued by Grust; |
| Effects arising from merger of Copesul, IPQ and Petroquímica Paulínia; |
| Reduction of capital of Braskem Participações; and |
| Capitalization of advance for future Capital increase (AFAC) of Ipiranga Química into IPQ. |
See the accompanying notes to the financial statements.
10
Braskem S.A. and its subsidiaries |
Statement of added value |
Years ended on December 31 |
In thousands of Reais |
DESCRIPTION | Parent company | Consolidated | ||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Revenues | ||||||||
15,806,404 | 17,341,118 | 22,685,640 | 22,203,034 | |||||
Sales of goods, products and services | 15,877,107 | 17,263,594 | 22,730,955 | 22,151,652 | ||||
Other revenues (expenses) net | (55,991) | 79,532 | (33,092) | 64,240 | ||||
Allowance for doubtful accounts Reversal (Formation) | (14,712) | (2,008) | (12,223) | (12,858) | ||||
Inputs acquired from third parties (including ICMS, IPI, PIS and COFINS) | (14,894,031) | (15,153,325) | (20,474,606) | (18,098,137) | ||||
Costs of goods, products and services sold | (13,718,001) | (14,021,759) | (18,998,495) | (16,598,478) | ||||
Materials, electric power, services from third parties and others | (1,111,714) | (1,131,566) | (1,411,795) | (1,499,659) | ||||
Loss / Recovery of active amounts | (64,316) | (64,316) | ||||||
Gross added value (1-2) | 912,373 | 2,187,793 | 2,211,034 | 4,104,897 | ||||
Depreciation, amortization and depletion | (950,592) | (1,080,689) | (1,224, 348) | (1,178,901) | ||||
Net added value produced by the Company (3-4) | (38,219) | 1,107,104 | 986,686 | 2,925,996 | ||||
Added value received in transfer | 834,990 | (565,126) | 654,896 | (653,366) | ||||
Equity in income of subsidiaries and associated companies | 191,361 | 182,276 | (10,868) | (147) | ||||
Financial income | 689,234 | (543,672) | 718,586 | (588,792) | ||||
Others | (45,605) | (203,730) | (52,822) | (64,427) | ||||
Total added value to be distributed (5+6) | 796,771 | 541,978 | 1,641,582 | 2,272,630 | ||||
Distribution of added value (*) | 796,771 | 541,978 | 1,641,582 | 2,272,630 | ||||
Personnel | 338,352 | 360,755 | 561,843 | 588,794 | ||||
Direct remuneration | 218,415 | 264,108 | 439,238 | 491,679 | ||||
Benefits | 82,280 | 67,475 | 84,538 | 67,654 | ||||
Employment Compensation Guarantee Fund (F.G.T.S) | 37,657 | 29,172 | 38,067 | 29,461 | ||||
Taxes and contributions | (1,130,878) | (107,367) | (911,825) | 1,040,761 | ||||
- Federal | (149,053) | 533,107 | 94,733 | 1,478,546 | ||||
- State | (983,780) | (642,470) | (1,017,508) | (443,961) | ||||
- Municipal | 1,955 | 1,996 | 10,950 | 6,176 | ||||
Remuneration of third parties capital | 4,096,220 | (328,848) | 4,445,168 | (219,619) | ||||
Interest | 4,005,053 | (438,695) | 4,350,984 | (336,454) | ||||
Rental | 91,167 | 109,847 | 94,184 | 116,835 | ||||
Remuneration of Shareholders Equity | (2,506,923) | 617,438 | (2,453,604) | 862,694 | ||||
- Interest on Shareholders Equity /Dividends | 278,457 | 278,457 | ||||||
- Loss for the year and accumulated balances | (2,506,923) | (78,510) | (2,492,107) | (78,510) | ||||
Minority interest in retained profits | 38,503 | 240,892 | ||||||
Legal reserve | 27,161 | 27,332 | ||||||
Profit retention | 237,603 | 241,796 | ||||||
Tax incentives | 49,497 | 49,497 | ||||||
Initial adjustments of Law 11638/07 and Provisional Measure 449/08 | 103,230 | 103,230 |
See the accompanying notes to the financial statements.
11
Braskem S.A. and its subsidiaries |
Notes to the financial statements |
December 31, 2008 and 2007 |
Amounts expressed in thousands of Reais, except when indicated. |
1 Operations
(a) Braskem S.A. (Braskem or Company), with 18 production units located in the States of Alagoas, Bahia, São Paulo and Rio Grande do Sul, manufacture basic petrochemicals such as ethylene, propene and benzene, in addition to gasoline and LPG (cooking gas). Within the segment of thermoplastic resins, they manufacture polyethylene, polypropylene and PVC. In addition to those, the business purpose of Braskem is to import and export chemical, petrochemical, fuel products and to manufacture and supply inputs consumed by the companies of the Petrochemical Complexes of Camaçari BA and Triunfo - RS, such as: steam, water, compressed air, electric energy, as well as to provide several services to these companies and to hold interest in other companies, as a partner or shareholder. The principal place of business of Braskem is located in Camaçari BA and its holding company is Odebrecht S.A., which holds, directly and indirectly, 62.3% of the voting capital.
(b) In May 2007, Braskem announced the deactivation of the DMT production unit and the temporary suspension of production of PET, both established at the Petrochemical Complex of Camaçari. On the occasion, a study was initiated for the possible retaking of production of PET from a new technological route that would guarantee competitive costs for the polyester chain in Brazil. Part of the equipment of the DMT unit has been used by other plants of the Company and part of it has been intended for disposal as scrap. The net book value of the goods for disposal has decreased against the result of the year ended 2007 (Notes 13 and 26).
In December 2008, the Company announced the business withdrawal of PET in view of the fact that the studies initiated in 2007 indicated the unfeasibility of retaking the production of that resin on competitive bases. Part of the equipment of the PET unit has guaranteed use in other ventures of the Company. The net book value of the remaining assets has been taken to the result of the year ended 2008 (Notes 13 and 26)
(c) Corporate Restructuring
Since its inception on August 16, 2002, the Company and its subsidiaries have undergone a major corporate restructuring process, disclosed to the market through material event notices. The main developments in 2007 and 2008 can be summarized as follows:
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c.1 - The Extraordinary General Meeting held on April 2, 2007 approved the merger of Politeno Indústria e Comércio S.A. (Politeno), based on its shareholders equity as of December 31, 2006, amounting to R$ 498,983. The exchange ratio of Politeno shares for Braskem shares was determined based on the companies shareholders equity at book value, in accordance with appraisal reports issued by a specialized firm.
With the merger, the Company capital was increased by R$ 19,157 to R$ 3,527,429 through the issue of 1,533,670 class A preferred shares and now comprises 123,978,672 common, 247,154,278 class A preferred and 803,066 class B preferred shares.
In order to maintain the current capital structure at Braskem, comprising 1/3 common shares and 2/3 preferred shares, the conversion of 486,530 class A preferred into common shares was approved.
c.2 - In April 2007, Ultrapar Participações S.A. (Ultrapar) acting as agent for itself, the Company and for Petróleo Brasileiro S.A. (Petrobras), acquired for R$ 2,113,107, the equivalent to 66.2% of common shares and 13.9% of preferred capital shares issued by Refinaria de Petróleo Ipiranga S.A. (RPI), 69.2% of common shares and 13.5% of preferred capital shares issued by Distribuidora de Produtos de Petróleo Ipiranga S.A. (DPPI), and 3.8% of common shares and 0.4% of preferred capital shares issued by Companhia Brasileira de Petróleo Ipiranga (CBPI), held by the controlling shareholders of the Ipiranga Group. Of this amount, the Company paid R$ 651,928 under the agency agreement among the parties.
Pursuant to the agreement among Ultrapar, Braskem and Petrobras, the Company now holds the control of petrochemical assets of the Ipiranga Group, represented by Ipiranga Química S.A. (new corporate name as from December 2008 IQ Soluções Químicas S.A. (IQ), Ipiranga Petroquímica S.A. (IPQ) and the latters interest in Companhia Petroquímica do Sul (Copesul). Assets associated with oil refining operations held by RPI will be shared on equal terms by Petrobras, Ultrapar and Braskem.
As new controller of these assets, in April 2007 the Company started to fully consolidate IQ, IPQ and Copesul, considering a 13.40% interest in the total capital of IQ. Until March 31, 2007, Copesul was proportionately consolidated, in accordance with CVM Instruction 247/96.
In October and November 2007, the Company proceeded with the purchase of the Ipiranga Group and acquired the common shares held by minority interest in RPI, DPPI and CBPI, in compliance with the provisions of the Brazilian Corporations Law. Under this acquisition, Braskem made Ultrapar an advance of R$ 203,713, and for consolidation purposes, considered from then on, a 17.87% interest in the total capital of IQ.
c.3 - In November 2007, Petrobras, Petrobras Química S.A. (Petroquisa) , Odebrecht S.A. (Odebrecht) and Nordeste Química S.A. (Norquisa) announced the execution of an agreement intended to carry on the consolidation of the Brazilian petrochemical industry, by merging into Braskem the following petrochemical assets held by Petrobras and Petroquisa: Copesul, IQ, IPQ, Petroquímica Paulínia S.A. (Petroquímica Paulínia) and Petroquímica Triunfo (Triunfo).
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c.4 - In December 2007, Ultrapar merged the preferred shares held by minority interest of the acquired companies, thus holding 100% of shares in RPI, DPPI and CBPI. Upon conclusion of this last stage, the Company recorded the final installment owed Ultrapar, in the amount of R$ 633,488. After the book recording of this stage of the acquisition process, the Company now considers a 60% interest in the total capital of IQ for equity pick-up and consolidation purposes. On February 27, 2008 the amount provided for as of December 31, 2007 was paid to Ultrapar and IQ shares were transferred to the Company.
c.5 - In January 2008, the Company settled the last installment for the acquisition of Politeno shares, based on the average performance of that company over the 18 months subsequent to the signature of the purchase and sale agreement in April 2006, as a result of the difference between polyethylene and ethylene prices in the Brazilian domestic market, amounting to R$ 247,503. Such acquisition gave rise to goodwill of R$ 162,174, justified by future profitability.
c.6 - On December 13, 2007, Braskem, in conjunction with UNIPAR União de Indústrias Petroquímicas S.A. (UNIPAR) and other minority shareholders in Petroflex Indústria e Comércio S.A. (Petroflex) entered into a sale agreement with Lanxess Deutschland GmbH (Lanxess) for the sale of shares in that jointly-controlled entity.
In March 2008, as all precedent conditions set forth in the sale agreement had been complied with, the transaction was recognized at the final amount of R$ 252,105, in the Other accounts receivable line, under current assets. The financial settlement of the transaction took place on April 1, 2008. As required by CVM Instruction 247/96, the Company determined equity in income of subsidiaries and associated companies until March 2008.
c.7 - On May 30, 2008, the merger of shares at book value issued by Grust Holdings S.A. (Grust), then a wholly-owned subsidiary of Petroquisa, was approved. At that date, Grust directly or indirectly held the following petrochemical assets: (i) 36.47% of the voting capital of Copesul, (ii) 40% of the voting capital of IPQ, (iii) 40% of the voting capital of IQ, and (iv) 40% of the voting capital of Petroquímica Paulínia. After the merger, Braskem holds 99.17% of the voting capital of Copesul and 100% of the voting capital of IPQ, IQ and Petroquímica Paulínia. The latter was a jointly-controlled entity with Petroquisa.
Under the merger of shares, Petroquisa received 46,903,320 new common and 43,144,662 new class A preferred shares issued by Braskem, in accordance with the following replacement ratio determined based on the economic values of Grust and Braskem, as stated in reports of specialized firms: 0.067419126039 common and 0.062016407480 class A preferred shares issued by Braskem for each one (1) common share issued by Grust. Braskem, in turn, received 695,697,538 common shares in Grust held by Petroquisa. As a result of the merger of shares, Braskems capital was increased by R$ 720,709, equal to the book value of Grusts shareholders equity as of March 31, 2008.
c.8 - The Extraordinary Shareholders Meeting of subsidiary Grust held on July 10, 2008 approved a capital increase from R$ 695,698 to R$ 797,815, without the issue of new shares, through the capitalization of current earnings determined as of June 30, 2008, in the amount of R$ 102,117.
c.9 - The Extraordinary Shareholders Meeting of subsidiary IPQ held on July 16, 2008 approved a capital increase through the contribution by Grust of its interest in Copesul, in the amount of R$ 302,630.
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Accordingly, IPQs capital increased from R$ 349,507 to R$ 652,137, through the issue of 11,938,022,669 common shares.
c.10 - The Extraordinary Shareholders Meeting of subsidiary Grust, held on July 28 2008, approved a capital reduction by R$797,815, to ten Reais (R$ 10,00), with the ensuing cancellation of 695,697,528 common shares. As a result, the following assets, at book value as of June 30, 2008, were returned to Braskem:
(i) 174,429,784,996 common shares in IQ, in the amount of R$ 398,455;
(ii) 11,938,022,669 common shares in IPQ, in the amount of R$ 302,631, and
(iii) 112,000 common shares in Petroquímica Paulínia, in the amount of R$
96,729.
Following the transfer, Braskem directly held 100% of the voting capital of IQ and Petroquímica Paulínia, 25.98% of the voting capital of IPQ, and 59.97% of the voting capital of Copesul.
c.11 - The Extraordinary Shareholders Meetings held on September 11, 2008 approved the merger of Copesul into IPQ. As a result of such merger, the capital of IPQ increased by R$585,267, from R$ 652,137 to R$ 1,237,404, through the issue of 23,695,195,295 preferred shares. The increase was based on Copesuls shareholders equity at net book value as of July 31, 2008 (the transaction base date), under the terms and conditions set out in the Protocol and Justification dated August 22, 2008, which established the exchange ratio in accordance with the economic values of IPQ and Copesul, whereby each one (1) Copesul share was exchanged for 524 IPQ preferred shares. Equity variations in Copesul between the base date and the merger date were fully reflected in IPQ, under the equity in the results of subsidiary and associated companies line.
c.12 - The Extraordinary Shareholders Meetings of Braskem and IQ held on September 30, 2008 approved the partial spin-off of IQ, where the spun-off assets, relating to interests in IPQ and ISATEC - Pesquisa, Desenvolvimento e Análises Químicas Ltda. (ISATEC) were transferred to the Company.
On the same date, Extraordinary Shareholders Meetings approved the mergers, into Braskem, of IPQ and Petroquímica Paulínia were approved, under the terms and conditions set out in the merger protocol and justification, dated September 12, 2008. Additionally, the Company capital was increased by R$ 14,146, from R$ 5,361,656 to R$ 5,375,802, through the issue of 1,506,061 class A preferred shares, which were appropriated to remaining shareholders of IPQ, who are now Braskem shareholders.
(d) Administrative Council for Economic Defence CADE
In July 2008, CADE approved the transaction for the acquisition by Braskem and Petrobras of the Ipiranga Groups petrochemical assets. CADE made only one recommendation, namely the adjustment of the provision on non competition, so that the sellers compete only in the markets where they carried business activities prior to the acquisition.
In the same decision, CADE also approved the investment agreement whereby Petrobras contributed to Braskem its minority interest in Copesul, IPQ, IQ and Petroquímica Paulínia.
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With this decision, no more restrictions subsist with respect to the management and merger of the assets acquired.
(e) Corporate governance
Braskem adhered to Level 1 of Distinguished Corporate Governance of the Stock Market of the State of São Paulo (BOVESPA) that establishes, primarily, the commitment of the Company with improvements in the provision of information to the market and in the share dispersion.
2. Presentation of the financial statements
In compliance with CVM Deliberation 505/06, the authorization to conclude these financial statements was granted at the Executive Board Meeting held on February 19, 2009.
The financial statements of the Company (individual and consolidated) of 2008 and 2007 were prepared according to the accounting practices adopted in Brazil, which are derived from the Brazilian Corporation Law, pronouncements, guidelines and Interpretation of the Accounting Pronouncements Committee (CPC), and the rules of the Brazilian Securities Commission (CVM).
In the preparation of such financial statements, the Company adopted the amendments to the corporate legislation introduced by Law 11638/07 (Law 11638/07), of December 28, 2007, with the respective amendments introduced by Provisional Measure 449/08 (MP 449/08), of December 3, 2008. Law 11638/07 and MP 449/08 amend Law 6404/76 (Brazilian Corporations Law) as regards aspects related to the preparation and disclosure of the financial statements and their main purpose was to update the Brazilian corporation Law in order to harmonize the accounting practices adopted in Brazil with those provided in the International Financial Reporting Standards, issued by the International Accounting Standards Board IASB.
The CPC is an entity the purpose of which is the study and disclosure of accounting and audit principles, rules and standards. The adoption of the pronouncements and technical directions issued by the CPC depends upon approval by the CVM, the Brazilian Central Bank or other regulatory agencies. For the Company, the pronouncements and directions of the CPC that have been approved by the CVM are valid.
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CPC Pronouncement |
Subject | Act of approval by the CVM |
Date of approval by the CVM |
CPC 01 | Impairment | Deliberation 527/07 |
11/1st /2007 |
CPC 02 | Effects on exchange rate changes and conversion of financial statements |
Deliberation 534/08 |
01/29/2008 |
CPC 03 | Statements of cash flows DFC | Deliberation 547/08 |
08/13/2008 |
CPC 04 | Intangible assets | Deliberation 553/08 |
11/12/2008 |
CPC 05 | Disclosure on related parties | Deliberation 560/08 |
12/11/2008 |
CPC 07 | Government grants and subsidies | Deliberation 555/08 |
11/12/2008 |
CPC 08 | Transaction costs and premiums at the issue of marketable securities |
Deliberation 556/08 |
11/12/2008 |
CPC 09 | Statement of added value DVA | Deliberation 557/08 |
11/12/2008 |
CPC 12 | Adjustment to present value | Deliberation 564/08 |
12/17/2008 |
CPC 13 | First adoption of Law 11638/07 and of Provisional Measure 449/08 |
Deliberation 565/08 |
12/17/2008 |
CPC 14 | Financial instruments: recognition, measurement and evidence |
Deliberation 566/08 |
12/17/2008 |
In the Companys financial statements, the assets, liabilities and results of the foreign subsidiaries are consolidated. Even though some subsidiaries have their own management department and their own operations, the integration procedure referred to was adopted in a conservative manner, considering the fact that the said companies maintain their trading activities exclusively with their parent company. Therefore, all foreign subsidiaries were considered dependent and have the Real as their functional currency, as established by CPC 02.
According to item 51 of CPC 13, the Company is not presenting the Statement of Changes in Financial Position.
Adjustments related to the first adoption of Law 11638/07 and MP 449/08 are provided in detail in Note 3.
Transition Tax Regime (RTT)
The amounts presented in the financial statements as of December 31, 2008, considered the adoption of the Transition Tax Regime (RTT), by the Company and its subsidiaries with head offices in Brazil, as established by Provisional Measure 449/08, the purpose of which is to maintain the tax neutrality of the amendments to the Brazilian corporate legislation, introduced by Law 11638/07 and MP 449/08. The permanent option for the RTT will be stated only on the occasion of the delivery of the Statement of Corporate Economical and Tax Information - DIPJ. The Transition tax effects, whenever applicable, generated as a result of the adhesion to the RTT, are ascertained and presented in the deferred Income tax and Social contribution.
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3 Significant Accounting Practices
3.1 Adoption of Law 11638/07
The Company opted to prepare the transition balance sheet on January 1st, 2007, which is the accounting starting point according to the corporate legislation amended by Law 11638/07 and MP 449/08. The amendments introduced by the legislations referred to above are characterized as change of accounting practice and, therefore, all the adjustments with impact on the results of the prior years to the adoption were made against accrued profits or losses on the date of transition.
For purposes of disclosure of the comparative financial statements, the Company complied with CVM Resolution 506 of June 19, 2006, considering the retrospective effects of the amendments of the said legislation; therefore, the financial information of the year ended on December 31, 2007 has been restated.
Find below the equity adjustments resulting from the first adoption of Law 11638/07 and MP 449/08 (a); the summary of the accounting practices amended by the said legislations that affected the opening balances on January 1st, 2007 (b) and the summary of the effects on the income and on the shareholders equity of the years ended as of December 31, 2008 and 2007, resulting from the adoption of the said legislation (c).
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(a) Adjustments of first adoption of Law 11638/07 and MP 449/08 in the Balance Sheet on the date of transition.
Summary of adjustments | ||
Written-off deferred assets (Note 3(b)) | (158,880) | |
Adjustments at present value (Note 3 (b)) | 32,816 | |
Income tax on adjustments | 22,834 | |
(103,230) | ||
Tax effects of the adjustments resulting from the first adoption of Law 11638/07 and MP 449/08, whenever applicable have been recorded in shareholders equity accounts in which the said adjustments were accounted for as a contra entry to equity accounts of deferred tax assets or liabilities.
b) Summary of accounting practices amended by the first adoption, which affected the opening balances of January 1st, 2007.
Deferred charges
Balances of the deferred charges existing on December 31, 2006, mainly related to goodwill per expectation of future profitability in the amount of R$ 1,017,073 (R$ 1,531,019 - consolidated) were reclassified to the group of intangible assets. The other balances in the amount of R$ 158,880 (parent company and consolidated) were written-off against the accumulated losses account on December 31, 2006, and only the pre-operating expenses that will be maintained up to their total realization by means of amortization or write-off against income will remain in the deferred charges.
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Adjustments to present value
Certain short-term accounts payable have been adjusted to present value based on specific interest rates that reflect the nature of these liabilities as regards term, risk, currency, pre-established or post-established payment condition, based on the opening balance of the date of transition as provided by CPC 13.
The adjustment effect to present value resulting from the first adoption of Law 11638/07 and MP 449/08 has been registered against the accrued loss account.
c) Effects of adoption of Law 11638/07 and MP 449/08
The reconciliations of income and shareholders equity as at December 31, 2008 and 2007 considering the effects of adopting Law 11638/07 and MP 449/08, with what would be obtained, in the event that the changes of accounting practices related to the said legislation had not been adopted.
2008 | 2007 | |||
Net income (loss) for the year ended on December 31 | (2,506,923) | 617,438 | ||
Reversal of annual amortization of written-on deferred charges(Note 15) | 59,537 | |||
Financial charges included in the purchase transactions, net | 43,184 | |||
Transaction costs (Note 16(i)), net from the year amortization | 45,806 | |||
Write-off of deferred charges (Note 15) | (34,816) | |||
Provision for impairment of fixed assets | (29,641) | |||
Tax incentive | 49,497 | |||
Total net adjustments arising from adoption of the Law | 59,349 | 74,218 | ||
Net income (loss) without the effects of Law 11638/07 and MP 449/08 | (2,566,272) | 543,220 | ||
2008 | 2007 | |||
Shareholders equity on December 31 | 3,691,881 | 5,766,288 | ||
Adjustments on the date of transition recognized on: | ||||
Accumulated profits or losses | 103,230 | |||
Tax incentive reserve exemption of income tax | 49,497 | |||
Equity valuation adjustment | 102,100 | |||
Effects adjustments of Law 11638/07 and MP 449/08, year 2007 | 78,510 | |||
Difference between net income and adjusted income of 2008 and 2007 | (59,349) | (74,218) | ||
Shareholders equity on December 31 2008 and 2007, without the effects of | ||||
Law 11638/07 and MP 449/08 | 3,813,142 | 5,844,797 |
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3.2 Summary of significant accounting practices
(a) Use of estimates
In the preparation of financial statements, it is necessary to use estimates for certain assets, liabilities and other transactions. Therefore, the financial statements of the Company and its subsidiaries include several estimates related to the selection of useful lives of property, plant and equipment, intangible assets and market value of financial instruments, provisions for contingencies, income tax provisions and other similar amounts.
(b) Foreign currency and functional currency
The Companys Management has established that its functional currency is the Real according to the rules described in CPC 02.
Transactions in foreign currency, i.e., all those transactions that are not carried out in functional currency, are converted at the exchange rate of the dates of each transaction. Monetary assets and liabilities in foreign currency are converted into functional currency at the exchange rate of the closing date. Gains and losses of variations of exchange rates on monetary assets and liabilities are recognized in the statement of income. Non-monetary assets and liabilities acquired or hired in foreign currency are converted based on the exchange rates of the dates of the transactions or on the dates of the fair value evaluation whenever fair value is used.
(c) Income ascertainment
Income and expenses are recognized on the accrual basis.
Revenue from the sale of goods is recognized in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. Transfer of ownership occurs when the good is delivered to the client or to its shipper, depending upon the sale scheme.
The provision for income tax and ICMS expenses are accounted for including the tax incentive and the amount corresponding to the exemption and reduction of the income tax and ICMS are credited in the income account for the year.
Considering the provisions of CVM Deliberation 273/98, of August 20, 1998, and CVM Instruction 371/02, of June 27, 2002, the deferred income tax is stated at its probable value of realization, expected to occur as described in Note 19(b,ii).
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Monetary and exchange variations on assets and liabilities are classified in the Financial incomes and Financial expenses lines, respectively.
The Company recognizes in the income of the year the market value of the derivative contracts that contra entry the realization of cash flows and indexed liabilities in foreign currency or in international interest rates, except those accounted for as hedge transactions. (Notes 23 (f.3) (i.b)).
The net profit per share is calculated based upon the number of shares existing on the year-closing date.
(d) Current and noncurrent assets
(d.1) Cash and cash equivalents
Cash and cash equivalents include cash, banking deposits and investments.
(d.2) Financial instruments
Classification and measurement
The Company classifies its financial instruments in the following categories: (i) for trading (ii) loans and receivables, (iii) held to maturity and (iv) available for sale. The classification depends upon the purpose for which the financial instruments have been acquired. The Management determines the classification of its financial instruments at the initial recognition.
(i) Financial assets maintained for negotiation
Financial assets maintained for negotiation are measured at fair value by the result with the purpose of being negotiated actively and frequently, including derivatives, unless they have been designated as hedge instruments (protection). The assets of this category are classified as current assets. Gains or losses resulting from variations of the fair value of financial assets maintained for negotiation are recognized at the income for the year.
(ii) Loans and receivables
Granted loans and receivables that are non-derivative financial assets with fixed or determinable payments, not quoted in an active market, are included in this category as current assets, except those with maturity date that exceeds 12 months subsequently to the date of issue of the balance sheet (these are classified as noncurrent assets). The Companys loans and receivables consist of the balances of loan agreements and of current account with related companies, accounts receivable from clients, other accounts receivable and cash and cash equivalents, except short-term investments. Loans and receivables are accounted for by the amortized cost, using the actual interest rate method.
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(iii) Assets held to maturity
Assets held to maturity are basically the financial assets that may not be classified as loans and receivables for being quoted in an active market. In that event, these financial assets are acquired with the purpose and financial capacity for its maintenance in portfolio up to maturity. They are appraised by the cost of acquisition, plus earnings received as a contra entry to the income for the year.
(iv) Financial assets available for sale
Financial assets available for sale are non-derivatives that are designated in that category or that have not been classified in any other category. They are included in the noncurrent assets, unless the management intends to dispose the investment in up to 12 months subsequently to the date of the balance sheet. The financial assets available for sale are accounted for at fair value. Interest rates of securities available for sale, calculated using the actual interest rate method, are recognized in the statement of income as financial incomes. The installment corresponding to the variation at fair value is recorded against the shareholders equity, net from taxes, in the equity valuation adjustment account, being realized against income on the occasion of its liquidation or loss considered permanent (impairment).
Fair value
The fair values of the investments with public quotation are based upon the current purchase price. As regards the financial assets with no active market or public quotation, the Company establishes the fair value by means of evaluation techniques. These techniques include the use of recent transactions carried out with third parties, the reference to other instruments that are substantially similar, the analysis of discounted cash flows and the standard models of price fixing of options that use information generated by the market as much as possible and count as little as possible on information generated by Companys management.
The Company evaluates, on the date of the balance sheet, whether there is objective evidence that a financial asset or a group of financial assets is registered at a value that exceeds its recoverable value (impairment). In the event of any evidence for the financial assets available for sale, the cumulative loss measured as the difference between the cost of acquisition and the current fair value, minus any loss by impairment of this financial asset previously recognized in the income is removed from equity and recognized in the statement of income.
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Derivative financial instruments and hedge activities
The Company has derivative financial instruments to protect risks related to foreign currencies and of interest rate.
Derivatives are initially recognized by their fair value and the respective costs of transaction are recognized in the income when incurred. Subsequently to the initial recognition, the derivatives are measured by the fair value and changes are accounted for in the income, except in the event described below for the accounting of hedge transactions:
Cash flow hedges
Changes in the fair value of derivative protection instruments designated as cash flow hedge are directly recognized in the shareholders equity, as hedge is considered actual. In the event that the hedge is considered non actual, the changes in the fair value are recognized in the income.
In the event that the hedge instrument fails to comply with the criteria for the hedge transaction accounting, expires or is sold, terminated or exercised, the hedge transaction accounting is discontinued prospectively. Accrued gain or loss previously recognized in the shareholders equity must be immediately transferred to the income for the year.
The Company recognized liabilities related to the hedge transaction accounting the characteristics of which satisfy the requirements provided by CPC 14. The documentation that is necessary to apply the hedge accounting concept, as provided in CPC 13, was complete on December 31, 2008.
(d.3) Accounts receivable from clients
The accounts receivable from clients are registered at the invoiced value, adjusted to present value, whenever applicable, deducted from the allowance for doubtful accounts. The allowance for doubtful accounts consists of amount considered sufficient to cover the losses estimated in its realization, in view of the history of the Companys losses.
The methodology used by the Company to record the allowance for doubtful accounts encompasses 100% of amounts more than 180 days overdue, 50% of amounts more than 90 days overdue, and 100% of the amounts of bills under judicial collection process. The bills receivable of associated companies has not been taken into account in the calculation of this allowance.
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(d.4) Inventories
Inventories are stated at average cost of purchases or production, lower than the replacement cost or than the realization value. The finished products include from freight up to the point of sale. Imports in progress are stated at the accumulated cost of each import. Inventories of maintenance materials are classified in the current assets or in the non current assets, considering the consumptions history.
(d.5) Deferred income tax
The deferred income tax is calculated over the tax losses and over the accounting expenses temporarily non-deductible for the calculation of the current income tax. Its recognition occurs in the extent in which it is probable that the future taxable profit is available to be used to offset the temporary differences, based upon the projections of future incomes prepared and grounded on internal premises and in future economic scenarios that may, therefore, undergo changes. Periodically, the amounts accounted are reappraised in accordance with CVM Deliberation 273/98, of August 20, 1998, and CVM Instruction 371/02, of June 27, 2002.
(d.6) Other assets
The other assets are presented by the value of realization, including, whenever applicable, the earnings and the monetary variations received or, in the event of expenses of the following period, at cost.
(e) Noncurrent assets
(e.1) Shareholdings in subsidiaries, jointly-controlled entities and associated companies:
Investments in subsidiaries, jointly-controlled entities and associated companies when there is an interest in the voting capital more than 20% or where there is significant influence and in other companies that are part of a same group or which are under common control are valued using the equity method, plus goodwill (negative goodwill) balance to amortize.
The economic purpose of goodwill is appreciation of the asset. Goodwill is maintained in the investment account and, when the assets are merged, it is transferred to property, plant and equipment. Goodwill grounded on the appreciation of the property, plant and equipment is amortized in the same term of the respective goods that grounded it. Goodwill grounded on future profitability is classified as Intangible assets.
25
The other investments are appraised at the cost of acquisition, deducted from provision for devaluation, whenever applicable.
(e.2) Property, Plant and Equipment
Property, plant and equipment, as well as intangible assets, are stated at acquisition or construction cost. As from 1997, property, plant and equipment include capitalized interest incurred during the construction period, pursuant to CVM Deliberation 193/96. Capitalized interest is added to assets and depreciated / amortized as from the date that they become operational. (Note 16 (g)).
As from January 2006, in accordance with IBRACON Technical Interpretation 01/2006, the Company records all programmed maintenance shutdown expenses in property, plant and equipment, as Machinery, equipment and facilities. Such stoppages occur at scheduled periods at intervals from two to six years and the related expenses are amortized until the beginning of the next maintenance shutdown (Note 13).
Depreciation of property, plant and equipment are calculated on a straight-line basis at the rates mentioned in Note 13, which consider the estimated useful lives of the assets.
(e.3) Intangible assets
Intangible assets comprise of the assets acquired from third parties, including those acquired through a business combination, and those generated internally by the Company. The following criteria are applied:
Acquired from third parties through a business combination: the goodwill per expectation of future profitability, arising from acquisitions involving business combinations, will not be amortized as from 2009 and has its recoverable value tested.
Intangible assets acquired from third parties: the intangible assets with defined useful life are measured by the total cost of acquisition less amortization expenses. Amortization is calculated based on the straight-line basis, at the rates mentioned in Note 14, which consider the estimated useful lives of the assets. Intangible assets with undefined useful life will not be amortized as from 2009 and have their recoverable value tested.
The Company records research expenses in the income.
26
(e.4) Deferred assets
The Company opted to maintain, in the deferred charges, on December 31, 2008, only the expenses incurred during the period of construction of industrial plants (pre-operating expenses). These expenses are amortized over 10 years from the beginning of operations of the respective industrial plant.
(e.5) Impairment
Property, plant and equipment assets, intangible assets with a defined useful life and deferred charges have their recoverable values tested, at least, annually, in the event that there are indicators of value loss. Goodwill per expectation of future profitability and intangible assets with undefined useful life have the recovery of their value tested annually, regardless of indicators of value loss.
(f) Current and noncurrent liabilities
Current and noncurrent liabilities are recorded by known or calculable values plus, whenever applicable, corresponding charges, monetary and/or exchange variations incurred up to the date of the balance sheet date. Whenever applicable, the current and noncurrent liabilities are registered at present value, on a transaction by transaction basis, based upon interest rates that reflect the term, currency and risk of each transaction. The contra entry to the present value adjustments is recorded against the income accounts that resulted in the said liabilities. The difference between the present value of a transaction and the liabilities face value is appropriated to the income over the term of effectiveness of the agreement based on the amortized cost method and on the actual interest rate method.
(f.1) Adjustment to present value
In accordance with CPC 12, the Company distinguishes the financial charges in the purchases of naphtha made abroad for payment over 180 days.
During 2008 and 2007, the Company imported R$ 2,750,624 and R$ 1,553,177 of naphtha respectively, with a maturity date for payment that exceeds the Companys operational cycle.
The naphtha imported by Braskem is a commodity priced at the ARA (Antwerp, Rotterdam and Amsterdam) quotation of the European market, plus freights and financial charges in the event of purchases on credit.
The average financial charge charged by suppliers in 2008 and 2007 was 5.08% and 5.07% respectively.
Financial charges related to these purchases are distinguished on the occasion of the registration of the tax invoices and are appropriated to the income as financial expenses by the fluidness of the term.
27
The financial charges charged in 2008 and 2007 and their impacts on the financial statements are demonstrated below:
2008 | 2007 | |||
Financial charges included in the periods purchases | 126,675 | 81,468 | ||
Financial charges to appropriate in the following years | 75,999 | 32,816 |
The balance of the financial charges to be appropriated is classified as reducer of the suppliers account.
The other purchase and sale transactions carried out by the Company are within the maturity date of their operational flow. For those transactions, the Company understands that the bills receivable and payable are measured by the respective fair values.
(f.2) Loans
The loans are recognized, initially, at fair value, net from any expenses incurred in the transaction structuring (cost of transaction). Subsequently, the loans are presented, in addition to charges and interest that are proportional to the incurred period (amortized cost).
Non-convertible debentures are recognized the same way that loans are recognized.
(f.3) Contingencies
The contingencies are presented deducted from the deposits in court associated therewith, in accordance with CVM Deliberation 489/05.
(f.4) Provisions for investments losses
Provisions for investments losses in subsidiaries are accrued on the negative shareholders equity (negative equity) of those companies and classified in the noncurrent liabilities, as a contra entry to the income with interest in subsidiaries and associated companies.
(f.5) Pension plan
Liabilities related to pension plans with defined benefit is the present value of the benefit obligation defined on the date of the balance sheet less the market value of the plan assets, adjusted by gain or actuarial losses and costs of past services. The defined benefit obligation is annually calculated by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by the estimate of future cash outflow, using the public securities interest rates, the maturity dates of which are close to the maturity dates of the related liabilities.
28
Actuarial gains and losses arising from changes of actuarial assumptions and amendments to pension plans are appropriated or credited to the income by the average time of remaining service of the related employees.
As regards defined contribution plans, the company pays contributions to private administration pension plans on compulsory, contractual or voluntary bases. As soon as contributions have been made, the Company has no obligations in relation to additional payments. Regular contributions consist of net periodical costs for the period in which they are due and, thus, are included in the personnel costs.
(f.6) Other provisions
A provision is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recorded considering the best estimates of the risk specific to the liability.
(g) Consolidated financial statements
The consolidated financial statements were prepared in accordance with the consolidation principles set forth in the Brazilian corporate law and supplementary provisions of CVM and include the financial statements of the Company and its subsidiaries and jointly-controlled entities, and special purpose entities in which the Company has direct or indirect share control, as shown below:
Direct and indirect interest in | |||||||
total capital - % | |||||||
Head office (Country) | 2008 | 2007 | |||||
Foreign subsidiaries integrated in parent company | |||||||
Braskem America Inc. (Braskem America) | USA | 100.00 | 100.00 | ||||
Braskem Argentina S.R.L (Braskem Argentina) | Argentina | 100.00 | 100.00 | ||||
Braskem Europe B.V. (Braskem Europa) | Holland | 100.00 | 100.00 | ||||
Braskem Finance Limited (Braskem Finance) | (i) | Cayman Islands | 100.00 | ||||
Braskem Incorporated (Braskem Inc) | Cayman Islands | 100.00 | 100.00 | ||||
Braskem Petroquímica S.A. (IPQ Argentina) | (ii) | Argentina | 100.00 | ||||
Braskem Petroquímica Chile Limitada (Braskem Chile) | (ii) | Chile | 100.00 | ||||
IPQ Petroquímica Chile Limitada (IPQ Chile) | (ii) | Chile | 100.00 | ||||
Natal Trading | (ii) | British Virgin Islands | 100.00 | ||||
Copesul International Trading INC. (CITI) | (ii) | British Virgin Islands | 100.00 | ||||
Local subsidiaries | |||||||
Braskem Distribuidora Ltda. and subsidiaries | Brazil | 100.00 | 100.00 | ||||
Braskem Participações S.A. (Braskem Participações) | Brazil | 100.00 | 100.00 | ||||
Companhia Alagoas Industrial CINAL (CINAL) | Brazil | 100.00 | 100.00 |
29
Copesul and subsidiaries | (iii) | Brazil | 62.70 | ||||
Grust Holdings S.A. (Grust) | (iv) | Brazil | 100.00 | ||||
IQ and its subsidiaries | Brazil | 100.00 | 60.00 | ||||
ISATECPesquisa, Desenv. e Análises Quím.Ltda. (ISATEC) | (ii) | Brazil | 100.00 | ||||
CCI- Comercial Importadora S.A (CCI) | (ii) | Brazil | 100.00 | ||||
Petroquímica Paulínia S.A. (PPSA) | (v) | Brazil | 60.00 | ||||
Politeno Empreendimentos Ltda. (Politeno Empreendimentos) | Brazil | 100.00 | 100.00 | ||||
Jointly-controlled entity | (vi) | ||||||
CETREL S.A. - Empresa de Proteção Ambiental ("CETREL") | (vii) | Brazil | 54.24 | 49.89 | |||
Special Purpose Entity (EPE) | (viii) | ||||||
Sol-Fundo de Aplicação em Cotas de Fundos de Investimento (FIQ Sol) | Brazil | 100.00 | 100.00 | ||||
Fundo Parin | Guernsey | 100.00 |
(i) Entity set-up in April 2008.
(ii) Subsidiaries directly controlled by Braskem as from the merger of IPQ and spin-off of IQ (Note 1 (c.12)).
(iii) Entity merged by IPQ in September 2008 (Note 1(c.11)).
(iv) Investment acquired in May 2008 (Note 1(c.7)).
(v) Entity merged by the
Company in September 2008. (Note 1 (c.12))
(vi) Investment proportionately consolidated, as per CVM Instruction 247/96.
(vii) Jointly-controlled entity as a result of shareholders agreement provision.
(viii) Merged funds in compliance with CVM Instruction 408/04.
In the consolidated financial statements, investments among entities and equity in income have been eliminated, as well as the assets and liabilities balances, revenues and expenses and unrealized profits arising from transactions among the merged companies.
Minority equity and in the income of the subsidiaries have been presented separately in the balance sheets and in the results of the consolidated years, respectively.
Goodwill grounded on the appreciation of property, plant and equipment was reclassified to fixed assets specific account that grounded it, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to the Other accounts payable line in non-current liabilities.
To March 31, 2007, Copesul was proportionately consolidated, as provided in CVM Instruction 247/96.
As provided in paragraph one of article 23 of CVM Normative Instruction 247/96 and authorized by Official Letters/CVM/SNC/ 005/2009, the Company has not proportionately consolidated the financial statements of the subsidiaries jointly Companhia de Desenvolvimento Rio Verde CODEVERDE and RPI. Statements of these subsidiaries do not show any significant changes or lead to distortions in the Companys consolidated financial statements.
30
The balance sheets and the synthetic statement of income of these subsidiaries, adjusted according to the Companys accounting practices, are presented as follows:
Balance Sheets | Codeverde (i) | RPI | ||||||
2008 | 2007 | 2008 | 2007 | |||||
Assets | ||||||||
Current Assets | 410 | 404 | 42,484 | 85,289 | ||||
Noncurrent assets | ||||||||
Long-term receivables | 122 | 122 | 134 | 3,446 | ||||
Property, plant and equipment, intangible and | 101,362 | 46,621 | 35,267 | 34,752 | ||||
deferred charges | ||||||||
Total assets | 101,894 | 47,147 | 77,885 | 123,487 | ||||
Balance Sheets | Codeverde (i) | RPI | ||||||
2008 | 2007 | 2008 | 2007 | |||||
Liabilities and shareholders equity | ||||||||
Current liabilities | 92 | 102 | 94,476 | 93,229 | ||||
Noncurrent liabilities | 1,700 | 1,700 | 35,993 | 61,507 | ||||
Shareholders equity (negative equity) | 100,102 | 45,345 | (52,584 ) | (31,249 ) | ||||
Total liabilities and shareholders equity | 101,894 | 47,147 | 77,885 | 123,487 | ||||
(i) in pre-operating phase
RPI | ||||
Statement of income | 2008 | 2007 | ||
Sales net revenues | 512,799 | 620,958 | ||
Cost of products sold | (528,212) | (596,153) | ||
Gross profit | (15,413) | 24,805 | ||
Operating expenses, net | (44,748) | (23,207) | ||
Operational profit before financial results | (60,161) | 1,598 | ||
Financial result | (2,986) | (5,006) | ||
Other expenses and revenues, net | 25,311 | 426 | ||
Loss before taxes | (37,836) | (2,982) | ||
Deferred income and social contribution taxes, net | 1,848 | |||
Loss for the year | (37,836) | (1,134) | ||
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The balance sheets and the statement of income of the jointly-controlled entities and of the EPEs, adjusted to the Companys accounting practices, may be summarized as follows:
a) Jointly-controlled entity | CETREL (i) | |||
2008 | 2007 | |||
Assets | ||||
Current Assets | 61,875 | 31,830 | ||
Noncurrent assets | 30,586 | 11,928 | ||
Property, plant and equipment, intangible and deferred charges | 179,162 | 178,979 | ||
Total assets | 271,623 | 222,737 | ||
Liabilities and shareholders equity | ||||
Current liabilities | 27,448 | 24,207 | ||
Noncurrent liabilities | 29,383 | 25,618 | ||
Shareholders equity | 214,792 | 172,912 | ||
Total liabilities and shareholders equity | 271,623 | 222,737 | ||
Statement of income | ||||
Sales net revenues | 98,793 | 106,218 | ||
Cost of products sold and services rendered | (63,653) | (70,383) | ||
Gross profit | 35,140 | 35,835 | ||
Operating expenses, net | (15,026) | (16,497) | ||
Other expenses and revenues, net | (1,282) | (1,863) | ||
Earnings before income and social | ||||
contribution taxes |
18,832 | 17,475 | ||
Current and deferred income and social contribution taxes | 14,699 | (4,723) | ||
Net profit for the year | 33,531 | 12,752 | ||
(i) Balance sheet and Statement of income with elimination of revaluation reserve.
b) Specific purpose entities | ||||||
Fundo Parin (i) | FIQ Sol | |||||
2007 | 2008 | 2007 | ||||
Assets | 458,368 | 1,714,355 | 258,768 | |||
Liabilities | ||||||
Shareholders equity | 458,368 | 1,714,355 | 258,768 | |||
Total liabilities and shareholders equity | 458,368 | 1,714,355 | 258,768 | |||
Net income (loss) for the year | (94,429 ) | 63,064 | 30,270 | |||
(i) Fund liquidated in January 2008.
32
The reconciliation of the shareholders equity and the income for the year between the parent company and consolidated is as follows:
Shareholders equity | Net income (Loss) | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Parent company |
3,691,881 | 5,766,288 | (2,506,923) | 617,438 | ||||
Cross holding presented as treasury shares | (13,110) | |||||||
Exclusion of effects arising from profit in the subsidiaries | ||||||||
inventories | (4,205) | 75 | 6,789 | |||||
Exclusion of gain on the sale of investment among related | ||||||||
parties | (38,476) | (38,476) | ||||||
Exclusion of results of financial transactions among related | ||||||||
parties | (10,628) | 10,628 | 2,200 | |||||
Reversal of amortization of goodwill on sale of investments | ||||||||
among related parties | 26,452 | 22,327 | 4,118 | 4,121 | ||||
Exclusion of the gain on assignment of right of use among | ||||||||
associated companies (i) | (34,942) | |||||||
Exclusion on gain of capital contribution to subsidiary | (8,746) | (8,746) | ||||||
Others | (5) | |||||||
Consolidated | 3,679,857 | 5,678,508 | (2,492,107) | 621,802 | ||||
(i) In the merger of Petroquímica Paulínia (Note 1 (c.12)), these gains were eliminated and reduced the amount of the respective item of property, plant and equipment and intangible assets. A contra entry to these adjustments was registered in the Other revenues and expenses(Note 26) group.
4 Cash and Cash Equivalents
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Cash and banks | 137,758 | 428,805 | 145,915 | 578,820 | ||||
Financial investments: | ||||||||
domestic | 1,818,758 | 259,105 | 1,836,011 | 612,897 | ||||
abroad | 631,657 | 513,634 | 629,674 | 698,434 | ||||
2,588,173 | 1,201,544 | 2,611,600 | 1,890,151 | |||||
The domestic financial investments in Brazil are mainly represented by quotas in Braskem exclusive funds (FIQ Sol) which, in turn, hold quotas in local investment funds, such as fixed-income, multimarket, credit rights funds, as well as other fixed-income instruments and time deposits. The financial investments abroad mainly consist of sovereign fixed income instruments or instruments issued by first-tier financial institutions with high marketability.
33
The financial investments have been classified as maintained for negotiation and are measured at fair value by the income.
Such resources are allocated so as to: (i) seek return that is compatible with the maximum volatility determined by the risks and investments policy; (ii) seek a high pulverization of the consolidated portfolio; (iii) avoid credit risk arising from the concentration in a few securities; and (iv) follow-up the markets interest rate variation, either in Brazil or abroad.
34
5 Marketable Securities
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Current Assets | ||||||||
Public securities issued abroad | 331,452 | 331,452 | ||||||
Investment Fund | 45,387 | 248,699 | ||||||
Others | 5,563 | 5,563 | ||||||
Total | 337,015 | 45,387 | 337,015 | 248,699 | ||||
Long-term receivables |
||||||||
Investment fund | 9,717 | 11,550 | 118,141 | |||||
Others | 1,648 | |||||||
9,717 | 11,550 | 119,789 | ||||||
Total | 346,732 | 45,387 | 348,565 | 368,488 | ||||
Public securities issued abroad are represented by American treasuries bonds and were classified by the Company as available for sale. The part corresponding to the variation of the fair value was recorded in the Adjustments of equity valuation account in the shareholders equity, in the amount of R$ 7,998 (Note 21(g)), net from taxes.
On December 31, 2007, the investment funds included investment fund where Braskem is the exclusive quotaholder of the investment fund stated as Parent Company . The portfolio comprises time deposits at Banco Credit Suisse First Boston Bank (CSFB). In February 2008, the deposits certificates were redeemed by the Company.
35
6 Accounts receivable from clients
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Trade accounts receivable | ||||||||
Domestic market sales | 1,444,547 | 1,240,381 | 1,484,491 | 1,697,187 | ||||
Foreign market sales | 895,328 | 366,454 | 897,250 | 725,233 | ||||
Discounted trade bills | (551,266 ) | (197,753 ) | (551,266 ) | (311,844 ) | ||||
Advances on bills of exchange delivered | (587,705 ) | (188,358 ) | (588,418 ) | (385,155 ) | ||||
Allowance for doubtful accounts | (198,978 ) | (160,223 ) | (198,741 ) | (186,518 ) | ||||
1,001,926 | 1,060,501 | 1,043,316 | 1,538,903 | |||||
Noncurrent assets | (46,666 ) | (41,464 ) | (47,129 ) | (41,927 ) | ||||
Current assets | 955,260 | 1,019,037 | 996,187 | 1,496,976 | ||||
The Company adopts an additional policy for realizing domestic trade accounts, by selling its receivables to investment funds with credit rights.
The Company carried out a trade bill discount transaction with a financial institution, undertaking to reimburse it in the event of default of the customers.
A change of allowance for doubtful accounts is demonstrated below:
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
At beginning of the year | 160,223 | 103,474 | 186,518 | 153,350 | ||||
Exchange variation | 501 | 45,246 | ||||||
Additions classified as selling expenses | 23,048 | 28,383 | 20,600 | 44,113 | ||||
Addition through merger of subsidiaries | 23,542 | 54,741 | ||||||
Recovery of provisioned credits | (8,336) | (26,375) | (8,377) | (31,255) | ||||
Write-off of uncollectible bills | (24,936) | |||||||
At the end of the year | 198,978 | 160,223 | 198,741 | 186,518 | ||||
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7 Inventories
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Finished goods and work in process | 1,562,984 | 903,870 | 1,655,201 | 1,152,137 | ||||
Raw materials, production inputs and packaging | 631,101 | 317,687 | 631,111 | 651,373 | ||||
Maintenance materials (i) | 370,971 | 272,413 | 374,437 | 382,385 | ||||
Advances to suppliers | 167,891 | 52,614 | 167,891 | 53,239 | ||||
Imports in progress and others | 131,270 | 19,166 | 140,093 | 47,928 | ||||
Total | 2,864,217 | 1,565,750 | 2,968,733 | 2,287,062 | ||||
Noncurrent assets (i) | (20,637) | (22,790) | (20,637) | (22,790) | ||||
Current assets | 2,843,580 | 1,542,960 | 2,948,096 | 2,264,272 | ||||
(i) Based on the consumption history, part of the inventories of maintenance materials was classified in the long-term receivables. |
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.
8 Related parties
The concept of related parties has established by CPC 05 where related parties mean the party that is related with the entity: (a) directly or indirectly by means of one or more intermediaries, when the party: (i) controls, is controlled by, or is under the common control of the entity (which includes parent companies or subsidiaries); (ii) is interested in the entity that guarantee it significant influence in the entity; or (iii) has joint control over the entity; (b) that is associated with the company; (c) that is a joint venture in which the entity is an investor; (d) that is a member of the key-personnel of the management of the entity or of its parent company; (e) that is a close member of the family or of any person referred to in letters (a) or (d); (f) that is a subsidiary, jointly-controlled entity or significantly influenced by, or in which any person referred to in letters (d) or (e) has, directly or indirectly, the significant voting power in this entity; or (g) with a post-job benefit plan for the benefit of employees of the entity, or of any entity that is a party related to this Company.
The Company considered as Managements key-personnel, the members of its executive committee, composed of the chief executive officer and the executive vice president and the members of the board of directors. Furthermore, the Company has not carried out any transactions with the controlling shareholder, except payment of dividends.
The transactions and balances between the parties are demonstrated as follows:
37
a. Parent Company Equity Balances
Current assets | Noncurrent assets | Current liabilities | Noncurrent liabilities | |||||||
Cash and Cash | Credits with related | Debts with related | ||||||||
equivalents/clients | parties (4) | Suppliers | Suppliers | parties (5) | ||||||
Foreign subsidiaries (1) | ||||||||||
Braskem Argentina | 13(vi) | |||||||||
Braskem Inc. | 23,249(vi) | |||||||||
CITI | 1,169,500(vi) | 89,585 | ||||||||
Lantana | 67 | |||||||||
Natal Trading | 7,037 | |||||||||
7,104 | 1,192,762 | 89,595 | ||||||||
Local subsidiaries. | ||||||||||
Braskem Distribuidora | 1,615 (iii) | 5,609 | 105,970 | |||||||
Braskem Participações | 555 | |||||||||
CCI - Comercial | ||||||||||
Exportadora S.A | 110 | |||||||||
CINAL | 50(vi) | 376 | ||||||||
Politeno | ||||||||||
Empreendimentos | 16,774 | |||||||||
IQ | 44,480 (iii) | 33,212 | 4(vi) | 8,974 | ||||||
ISATEC | 1,150 | |||||||||
Jointly-controlled entity | ||||||||||
CETREL | 56 (iii) | 135 | 505(vi) | |||||||
Associated company | ||||||||||
Borealis | 187 (iii) | |||||||||
Related parties | ||||||||||
CNO | 8,655 (iii) | 866(vi) | ||||||||
Petrobras | 28,444 (iii) | 45,818(xi) | 238,783(vi) | 15,890 | ||||||
Petrobras International | ||||||||||
Finance Company (PIFCo) | 738,033 |
|||||||||
Refinaria Alberto | ||||||||||
Pasqualini REFAP S.A | 10,424 (iii) | 53,530(vi) | ||||||||
Others | 1,030 | |||||||||
EPE | ||||||||||
FIQ Sol (v) | 1,714,355 (2) | |||||||||
1,808,216 | 85,924 | 1,036,268 | 16,920 | 132,759 | ||||||
Total | 1,808,216 | 93,028 | 2,229,030 | 16,920 | 222,344 | |||||
Allocation CPC 02 | (7,104) | (1,192,762) | (89,585) | |||||||
On December 31, 2008 | 1,808,216 | 85,924 | 1,036268 | 16,920 | 132,759 | |||||
On December 31, 2007 | 454,153 | 895,017(v) | 621,765 | 553,576 | 95,827 | |||||
(i) Parent companies integrated to Individual financial statements of Braskem (Note 2)
(ii) Cash and cash equivalents
(iii) Clients
(iv) In "Credits with Related parties", on December 31, 2008: IQ R$33,212, related to the current account balance remunerated at 100% of CDI; and Petrobras R$45,818, related to loan balance with remuneration of 100% of CDI.
(v) Includes Braskem Inc. pre-payment of R$830,461
(vi) Suppliers
(vii) Financings
(viii) Financing balance with PIFCo
38
(ix) Debt with related parties: CITI - R$ 89,585, related to pre-payment that will be performed with exports up to 2010; Politeno Empreendimentos - R$ 16,774, related to current account balance remunerated at 100% of CDI; Braskem Distribuidora - R$ 105,970, related to balance of loan agreement with foreign subsidiary, remunerated at 100% of CDI.
(x) As a result of the adoption of CPC 02, balances of assets and liabilities of the foreign investees are presented in the parent company and, therefore, were eliminated for purposes of presentation of this note (Note 3.2(b));
(xi) Remaining balance not consolidated.
Parent company (continuation)
Transactions
Sales of | Purchases of raw- | Financial | Financial | Production costs/General | ||||||
Products | materials, services | Incomes (i) | Expenses | management expenses | ||||||
and utilities | ||||||||||
Foreign subsidiaries | ||||||||||
Braskem America | 52,101 | 8,055 | 233 | |||||||
Braskem Argentina | 7,234 | 364 | (0) | |||||||
Braskem Europa | 77,728 | 9,614 | 108 | |||||||
Braskem Finance | 402,779 | |||||||||
Braskem Inc. | 84,792 | 50,069 | 431,573 | 9,213 | ||||||
Braskem Pet. Chile Limitada | 8,965 | 387 | ||||||||
CITI | 260,054 | 1,119,897 | 19,279 | 159,182 | ||||||
Ipiranga S.A | ||||||||||
IPQ Chile | ||||||||||
IPQ Petroquímica Chile Limitada | 7,938 | 3,599 | ||||||||
Natal Trading | 1,623 | |||||||||
498,812 | 1,169,966 | 472,871 | 574,434 | |||||||
Local subsidiaries | ||||||||||
Braskem Distribuidora | 95,472 | 390 | 27,345 | |||||||
Braskem Participações | 143 | |||||||||
CCI | 5 | |||||||||
CINAL | 1,063 | 10,938 | 152 | 18 | ||||||
Copesul | 2,104,177 | 254,017 | 17,718 | |||||||
Ipiranga Petroquímica | 19,827 | 3,142 | 8,879 | 3,990 | ||||||
IQ | 68,806 | 505 | 9,948 | 1,458 | ||||||
Lantana | 19 | 28,912 | ||||||||
Petroquímica Paulínia | 21,391 | 820 | 2,792 | |||||||
Politeno Empreendimentos | 1,862 | |||||||||
206,559 | 2,119,582 | 276,197 | 81,451 | |||||||
Jointly-controlled entities | ||||||||||
CETREL | 732 | 22,951 | ||||||||
RPI | 6,730 | |||||||||
Associated company | ||||||||||
Borealis | 157,164 | 11 | ||||||||
Post-job benefit plans | ||||||||||
CopesulPrev | ||||||||||
Fundação Francisco Martins | ||||||||||
Bastos (FFMB) | 1,818 | |||||||||
Odeprev - Odebrecht Previdência | 1,870 | |||||||||
Petros | 9,751 | |||||||||
Related companies | 6,229 | |||||||||
CNO | 205,225 | |||||||||
Petrobras | 492,480 | 5,971,625 | 3,597 | 49,168 | ||||||
Refinaria Alberto Pasqualini - | ||||||||||
REFAP S.A. | 12,559 | 377,678 | ||||||||
39
662,935 | 6,584,209 | 3,597 | 49,179 | 19,668 | ||||||
Total | 1,368,306 | 9,873,757 | 752,665 | 703,768 | 19,668 | |||||
Allocation CPC 02 | (498,812) | (1,169,966) | (472,871) | (573,138) | ||||||
On December 31, 2008 | 869,494 | 8,703,791 | 279,794 | 130,630 | 19,668 | |||||
On December 31, 2007 | 1,277,259 | 7,133,824 | (11,982) | 89,018 | 14,578 | |||||
(i) It includes the exchange variation effect on trade accounts receivable.
(ii) As a result of the adoption of CPC 02, balances of assets and liabilities of the foreign investees are presented in the parentcompanyand,therefore, were eliminated for purposes of presentation of this note (Note 3.2(b)) .
40
Managements key-personnel
Transactions in the Statement of income for the year | ||||||||
On December 31, 2008 | On December 31, 2007 | |||||||
Remuneration | Parent company | Consolidated | Parent company | Consolidated | ||||
Short-term benefits to employees and managers | 46,780 | 47,069 | 43,638 | 45,461 | ||||
Post-job benefit | 262 | 294 | 383 | 407 | ||||
Other long-term benefits | 3,646 | 3,646 | 2,233 | 2,233 | ||||
Employment contract termination benefits | 295 | 295 | 377 | 377 | ||||
Total | 50,983 | 51,304 | 46,631 | 48,478 | ||||
Long-term incentives | ||||||||
Investment units | 722 | 722 | 57 | 57 | ||||
Total | 722 | 722 | 57 | 57 |
Balances | ||||||||
On December 31, 2008 | On December 31, 2007 | |||||||
Parent company | Consolidated | Parent company | Consolidated | |||||
Long-term incentives | 10,453 | 10,453 | 4,879 | 4,879 | ||||
Total | 10,453 | 10,453 | 4,879 | 4,879 | ||||
Relationship with related parties
Subsidiaries | Main activity and relationship with Company | |
Braskem America | Resale of thermoplastic resins acquired from Company. | |
Braskem Argentina | Resale of thermoplastic resins acquired from Company. | |
Braskem Distribuidora | Distribution Center. | |
Braskem Europa | Resale of thermoplastic resins acquired from Company | |
Braskem Inc. | ||
Resale of thermoplastic resins and basic petrochemicals acquired from Company | ||
and sale of production inputs to the Company acquired abroad. | ||
Braskem Pet Chile | ||
Resale of thermoplastic resins acquired from Company. | ||
CCI | Import and export. | |
CINAL | Utilities, treatment and incineration of waste for the Company and other companies | |
of the Chemical Complex of Alagoas | ||
CITI | ||
Resale of thermoplastic resins and basic petrochemicals acquired from Company | ||
and sale of production inputs to the Company acquired abroad. | ||
IQ | ||
Resale thermoplastic resins acquired from Company and of other chemical products | ||
IPQ Argentina | Resale of thermoplastic resins acquired from Company. | |
IPQ Chile | Resale of thermoplastic resins acquired from Company. | |
IQAG | Storage services for third parties | |
ISATEC | Research, development and chemical analyzes for RPI. |
41
Subsidiaries | Main activity and relationship with Company | |
Lantana | Company in extinguishment process. | |
Natal Trading | Company in extinguishment process. | |
Politeno Empreendimentos | Projects and industrial developments, trade of petrochemical products for third | |
parties | ||
Jointly-controlled entities | ||
CETREL | Services of treatment of residual waters and organic waste for the Company and | |
other companies of the Petrochemical Complex of Camaçari. | ||
RPI | Naphtha supply to the Company. | |
Associated company | ||
Borealis | Sale of plastic raw-material to the advanced packaging market, infrastructure and | |
automotive and production of agricultural fertilizers, melamine, phenol, acetone and | ||
olefins. It acquires from the Company its main raw-material. | ||
Post-job benefit plans | ||
CopesulPrev | Closed defined contribution plan for the employees of merged Copesul not included | |
in the Petros plan. | ||
Fundação Francisco Martins | Closed supplementary pension entity with defined benefits, with the purpose of | |
Bastos (FFMB) | managing and executing pension benefit plans for the employees of the Ipiranga | |
group employees. | ||
Odeprev - Odebrecht Previdência | Pension plan defined contribution. | |
Petros | Benefit plan defined for part of the employees of merged Copesul. | |
Related companies | ||
CNO | Provides services of maintenance and projects to improve plants efficiency | |
Petrobras | Naphtha supply. | |
REFAP S.A. | Naphtha and propene supply. |
Transactions between the Company and its related companies are carried out in price and term conditions equivalent to the averages practiced with third parties, considering; (i) for purchase of propene, the price practiced in the international market; (ii) for purchase of naphtha from Petrobras and REFAP, the price practiced in the European market; and (iii) for sales to foreign subsidiaries, above a 180 day term, longer than terms offered to other customers.
42
9 Recoverable taxes
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Excise tax (IPI) (regular transactions) | 26,871 | 16,809 | 28,331 | 23,665 | ||||
Value-added Tax on Sales and Services (ICMS) (a) | 1,187,751 | 897,375 | 1,201,035 | 1,106,541 | ||||
Employees profit participation program (PIS) and | ||||||||
Social contribution on billings (Cofins) | 177,566 | 44,773 | 164,205 | 93,497 | ||||
Social security fund (Finsocial) | ||||||||
PIS Decrees-law 2445 and 2449/88 | 42,077 | 55,194 | 55,194 | 55,194 | ||||
Income and social contribution taxes | 207,501 | 24,407 | 217,555 | 66,721 | ||||
Tax on net income ILL (b) | 57,299 | 57,299 | 55,834 | |||||
Others | 86,249 | 65,507 | 88,909 | 83,867 | ||||
Total | 1,785,314 | 1,104,065 | 1,812,528 | 1,485,319 | ||||
Current assets | (585,392) | (171,413 ) | (610,712 ) | (310,311 ) | ||||
Noncurrent assets | 1,199,922 | 932,652 | 1,201,816 | 1,175,008 | ||||
(a) ICMS
The Company has accrued ICMS tax credits during the latest fiscal years on account of taxation rate differences between incoming and outgoing inputs and products; domestic outgoing products under incentive (subject to deferred taxation); and export sales.
The Management of the Company has given priority to a number of actions aimed at optimal use of such credits and, currently, no losses are expected from realization of those credits. These actions taken by the Management comprise, among others:
Executing a settlement agreement with the Rio Grande do Sul state authorities, capping the use of ICMS tax credits at R$ 8,250 monthly to offset with monthly ICMS tax debts owed by units located in said state, and upholding full deferral of ICMS tax on naphtha imports. Additional negotiations with the Rio Grande do Sul state are underway for further use of ICMS tax credits at circa R$ 40,000 in future investments.
Obtaining from the Bahia state authorities a greater reduction (from 40% to 65.88%) in the tax base of ICMS levied on imported petrochemical naphtha, as per article 347, paragraphs 9 and 10 of the Bahia State ICMS Regulations (Decree 11059 of May 19, 2008), and a reduction in the rate of ICMS tax on domestic naphtha (from 17% to 11.75%) .
43
Starting feedstock imports under specific customs prerogatives, thus ensuring a lower generation of ICMS credits.
Expanding the ICMS tax base on fuel sales to industrial refiner (from 40% to 100%), as provided for in article 347 of the Bahia State ICMS Regulations.
Replacing co-product exports with domestic transactions.
Using the privileges set out in customs laws when importing feedstock, thus generating less ICMS tax credits.
The Companys ICMS credit balance as of December 31, 2008 comprises R$ 135,077, originating from merged company Ipiranga Petroquímica.
Considering the Companys Management projections over the term for realization of those credits, at December 31, 2008, the amount of R$ 904,302, for parent and consolidated, was recorded as noncurrent assets (2007 parent R$ 765,454 / consolidated R$ 865,086).
(b) ILL
Merged company Copesul applied to the Federal Revenue Office for refund of Tax on Net Income (ILL) paid from 1989 through 1991, as this tax was considered unconstitutional under the Federal Senate Resolution 82 of November 22, 1996.
In December 2002, the merged company Copesul recorded such tax credits on its financial statements, as the outside counsel held that likelihood of a favorable outcome is probable, given the existence of the aforesaid Federal Senate Resolution. The Higher Tax Appeals Chamber has already acknowledged Copesuls entitlement to restitution of unduly paid ILL, and such decision is pending publication.
44
(c) IPI tax credits
Zero rate IPI
On December 19, 2002, the Federal Supreme Court (STF) based on its full-bench precedents on this matter entertained an extraordinary appeal lodged by the National Treasury and affirmed the erstwhile decision rendered by the Regional Federal Court (TRF), 4th Circuit, thus recognizing entitlement to the IPI tax credits from acquisition of raw materials taxed at a zero rate, when related to transactions involving the establishments of merged company OPP Química S.A. (OPP Química) located in the State of Rio Grande do Sul. This STF determination confirmed such entitlement to IPI credits on said acquisitions, covering the ten-year period prior to the filing date and accruing the SELIC benchmark rate until the date of actual use of such credits. This lawsuit was filed by OPP Química in July 2000 for full adoption of the non-cumulative tax principle to said establishments.
The STF determination was challenged by the National Treasury via special appeal known as agravo regimental. In this special appeal, the National Treasury is no longer challenging the companys entitlement to the IPI tax credit from acquisition of raw materials taxed at a zero rate, but rather alleging some inaccuracies in the court determination as to non-taxed inputs and raw materials, the restatement of tax credits, and the respective calculation rate. According to the opinion of the Companys legal advisors, all these aspects have already been settled in the STF and TRF court decisions favorably to OPP Química, or even in the STF full-bench precedents. For this reason, the special appeal referred to above poses only a remote risk of changes in the OPP Química-friendly decision, although the STF itself has revisited this matter on the merits in a similar lawsuit lodged by another taxpayer.
In light of those aspects referring to the extent of the agravo regimental, OPP Química posted these tax credits at R$ 1,030,125 in December 2002, which was offset by the Company with IPI itself and other federal tax debts. Such credits were used up in 1Q05.
The tax credits used up by the Company (updated at the SELIC benchmark rate until December 2008) come to R$ 2,682,176. Out of these credits, the sundry collection proceedings referred to have reached R$ 2,423,184 to date, plus fines in the overall amount of R$ 783,442. The Companys outside legal advisors believe that such fines are undue by any means.
In a judgment session held on December 11, 2007, the STF First Panel granted the agravo regimental on the argument that the extraordinary appeal should be entertained by said Panel again, thus voiding the erstwhile STF ruling. Such STF determination, containing the opinions and arguments of STF justices who took part in the judgment, has not been published to date. Braskem is poised to appeal after such publication occurs.
45
All things considered, and in view of its belief that the new STF determination should be limited to procedural aspects only, Braskem (in reliance on the opinion of its legal advisors) still defends the final and conclusive nature of said decision allowing it to use IPI tax credits deriving from acquisition of raw materials that are either tax-exempt or else taxed at a zero rate. In addition, Braskem believes that the new STF judgment on the extraordinary appeal should focus only on the subject matter of the agravo regimental (which means that the STF should not longer deliberate on entitlement to IPI tax credits themselves, as discussions over such specific matter are precluded in this case).
During 2006 and 2007, the Federal Revenue Office issued several tax notices (autos de infração) against the Company solely to avoid forfeiture of the tax authorities right to dispute the use of tax credits until ten years before the filing of a lawsuit by the Company, also demanding the tax payments offset by the Company with the tax credits posted as from July 2000. Further, the Federal Revenue Office rejected approximately 200 applications for offsetting of these credits with federal taxes payable by the Company.
In October 2008, the administrative appellate tribunal (Taxpayers Council) rejected the appeals lodged by the Company with regard to some of the aforementioned administrative proceedings. The outcome of such dispute revolving around these credits used up by the Company is essentially conditioned to the STF finding on the court litigation described abroad, and the matter under discussion at administrative level refers to validity of the fines imposed on the Company for having used up IPI credits ascertained after July 2000.
Filing of administrative appeals by the Company is pending publication of the respective decisions rendered by the Taxpayers Council. If the administrative fines are upheld, Braskem will take this issue to court, and the likelihood of a favorable outcome for these disputes over the imposition of fines by the tax authorities is viewed as probable by the Companys outside legal advisors.
Similar lawsuits have also been filed by the Company's branches located in the States of São Paulo, Bahia and Alagoas (Note 18(ii)).
46
10 Prepaid expenses
Prepaid expenses refer to expenditures whose benefits or the provision of services to the Company will take place over subsequent fiscal years. They are represented substantially by insurance agreement (Note 27). They will not be realized in cash, but rather by appropriation to the results.
11 Deposits in court and compulsory loan Noncurrent Assets
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Deposits in court | ||||||||
Tax contingencies | 61,834 | 54,862 | 68,371 | 63,626 | ||||
Labor and other claims | 28,661 | 22,589 | 31,561 | 23,597 | ||||
Compulsory loan | ||||||||
Compulsory loan Eletrobrás | 20,045 | 18,980 | 20,211 | 20,431 | ||||
110,540 | 96,431 | 120,143 | 107,654 | |||||
47
12 Investments
(a) Information regarding the investments
Shareholding in total share capital (%)12/31/2008 | Net income (loss) for the year, adjusted |
Adjusted shareholders equity (negative equity) |
||||||||
2008 | 2007 | 2008 | 2007 | |||||||
Subsidiaries | ||||||||||
Local | ||||||||||
Braskem Distribuidora | 100.00 | 24,139 | (17,741) | 113,156 | 89,017 | |||||
Braskem Participações | 100.00 | 130 | (5,726) | 2,461 | 16,023 | |||||
CINAL | 100.00 | 3,554 | 1,146 | 29,482 | 25,928 | |||||
Grust (i) | 100.00 | 102,117 | ||||||||
IPQ (ii) | 77,106 | 267,478 | 638,564 | |||||||
CCI | 100.00 | 9 | 111 | 100 | ||||||
Politeno | ||||||||||
Empreendimentos | 100.00 | 1,358 | 1,256 | 16,798 | 15,441 | |||||
IQ | 100.00 | 369,357 | 149,852 | 111,316 | 818,264 | |||||
ISATEC | 100.00 | (117) | (178) | 1,067 | 1,184 | |||||
IQAG | 0.12 | 5 | (168) | 624 | 370 | |||||
Petroquímica Paulínia (ii) | (22,045) | 241,823 | ||||||||
Abroad (vi) | ||||||||||
Braskem America | 100.00 | 3,152 | 509 | 8,070 | 4,829 | |||||
Braskem Argentina | 98.00 | (168) | (1,424) | 255 | 351 | |||||
Braskem Europa | 100.00 | (11,823) | 16 | 36,097 | 9,813 | |||||
Braskem Finance | 100.00 | 5,773 | 5,790 | |||||||
Braskem Inc. | 100.00 | (52,969) | (9,919) | (120,777 ) | 34,414 | |||||
Braskem Chile | 100.00 | (4,163) | 1,104 | 5,315 | 8,510 | |||||
CITI | 100.00 | 36,391 | 2,137 | 72,577 | 10,282 | |||||
IPQ Chile | 99.02 | (138) | (37) | 1,576 | 1,537 | |||||
IPQ Argentina | 96.74 | (280) | 913 | 6,393 | 5,542 | |||||
Natal Trading | 100.00 | (364) | (304) | 3,043 | 2,583 | |||||
Jointly-controlled entities | ||||||||||
CETREL | 54.24 | 34,819 | 12,751 | 197,106 | 127,702 | |||||
CODEVERDE | 35.65 | 100,102 | 45,345 | |||||||
Petroflex (iii) | 75,757 | 375,547 | ||||||||
RPI | 33.33 | (37,836) | (1,134) | (52,584) | (31,249) | |||||
Associated companies | ||||||||||
Borealis (iv) | 20.00 | 12,725 | 11,372 | 115,218 | 119,267 | |||||
Sansuy Indústria de | ||||||||||
Plástico S.A. (iv) | 20.00 | (20) | (5,504) | 2,026 | (30,866 ) |
48
Shareholding in total share capital (%) | Net income (loss) for the year, adjusted |
Adjusted shareholders equity (negative equity) |
||||||||
2008 | 2007 | 2008 | 2007 | |||||||
Information on investments of subsidiaries Braskem Distribuidora | ||||||||||
Braskem Argentina | 2.00 | (168) | (1,424) | 255 | 351 | |||||
Braskem Importação | 100.00 | (466) | 60 | 60 | ||||||
Braskem Cayman Ltd. (v) | 100.00 | (4,589) | ||||||||
Braskem Inc | ||||||||||
Lantana | 100.00 | (16,500) | 183,704 | 4,009 | 15,544 | |||||
IQ | ||||||||||
Ipiranga Química | ||||||||||
Armazéns Gerais Ltda. | 99.88 | 5 | (168) | 624 | 370 | |||||
Natal Trading | ||||||||||
IPQ Chile | 0.98 | (138) | (37) | 1,576 | 1,537 | |||||
IPQ Chile | ||||||||||
IPQ Argentina | 3.26 | (280) | 913 | 6,393 | 5,542 |
NOTES:
(i) Result for the months of April to June of 2008;
(ii) Merged companies in September 2008 (Note 1 (c.12);
(iii) Result recorded up to March 2008;
(iv) Borealis and Sansuy - shareholders' equity and result recorded in December 2008 and November 2008, respectively;
(v) Company extinguished in August 2008;
(vi) Controlled companies whose financial statements have been
integrated into the Companys individual financial statements, pursuant to CPC 02.
49
(b) Investment changes in subsidiaries, jointly-controlled entities and associated companies
Balance on December 31, 2007 | Merger of shares | Spin-off | Investment acquisition |
Increase (reduction) of capital |
Dividends and Equity Interest |
Equity method |
Adjustments in Equity Evaluation |
Others | Write-off of investment through merger |
Balance on December 31, 2008 |
||||||||||||
Subsidiaries and jointly- controlled entities Local subsidiaries | ||||||||||||||||||||||
Braskem Distribuidora | 89,017 | 24,139 | 113,156 | |||||||||||||||||||
Braskem Participações | 16,023 | (13,110) | (452) | 2,461 | ||||||||||||||||||
Cetrel | 74,373 | 7,688 | (888) | 17,986 | 5,130 | 104,289 | ||||||||||||||||
CINAL | 17,197 | 3,554 | 20,751 | |||||||||||||||||||
Copesul | 481,092 | 91,972 | (573,064) | |||||||||||||||||||
IQ Soluções e Química | (1,076,30 | 905,497 | 266,532 | 95,724 | ||||||||||||||||||
5) | ||||||||||||||||||||||
IPQ | 1,074,92 | 302,630 | 573,064 | (262,402) | (33,732) | (1,654,482) | ||||||||||||||||
2 | ||||||||||||||||||||||
Petroquímica Paulínia | 145,094 | 96,729 | 38,177 | (22,045) | (257,955) | |||||||||||||||||
Politeno Empreendimentos | 15,441 | 1,358 | 16,799 | |||||||||||||||||||
Grust | 720,709 | (797,815) | 77,106 | |||||||||||||||||||
Isatec | 1,383 | (316) | 1,067 | |||||||||||||||||||
CCI - Comercial e | 100 | 11 | 111 | |||||||||||||||||||
Importadora | ||||||||||||||||||||||
Others | 6,894 | 739 | (7,634) | (1) | ||||||||||||||||||
Investments in local | 845,131 | 720,709 | (1,383) | 1,306,339 | (191,257) | (888) | 197,443 | (36,236) | (2,485,501) | 354,357 | ||||||||||||
subsidiaries | ||||||||||||||||||||||
Associated companies | ||||||||||||||||||||||
Borealis | 23,853 | (3,000) | 2,191 | 23,044 | ||||||||||||||||||
Investments in associated | ||||||||||||||||||||||
companies | 23,853 | (3,000) | 2,191 | 23,044 | ||||||||||||||||||
Total investments in | ||||||||||||||||||||||
Brazil | 868,984 | 720,709 | (1,383) | 1,306,339 | (191,257) | (3,888) | 199,634 | (36,236) | (2,485,501) | 377,401 | ||||||||||||
Investments integrated into the parent company pursuant to CPC 02 | ||||||||||||||||||||||
Foreign subsidiaries | ||||||||||||||||||||||
(Note 3.2 (b)) | ||||||||||||||||||||||
Braskem America | 4,829 | |||||||||||||||||||||
Braskem Argentina | 344 | |||||||||||||||||||||
Braskem Europa | 9,813 | 3,241 | 8,070 | |||||||||||||||||||
Braskem Inc | 34,414 | (94) | 250 | |||||||||||||||||||
Braskem Finance | 29,768 | (3,483) | 36,098 | |||||||||||||||||||
Braskem Petroquímica | 7,860 | (52,952) | (110,098) | (120,776) | ||||||||||||||||||
Chile | ||||||||||||||||||||||
Ipiranga Argentina | 16 | 5,773 | 5,789 | |||||||||||||||||||
IPQ Chile | 8,415 | (3,101) | 5,314 | |||||||||||||||||||
CITI - Copesul International | 7,199 | (806) | 6,393 | |||||||||||||||||||
Trading | ||||||||||||||||||||||
Natal Trading | 1,481 | 94 | 1,575 | |||||||||||||||||||
140,469 | 36,391 | 176,860 | ||||||||||||||||||||
2,578 | 465 | 3,043 | ||||||||||||||||||||
Total investments abroad | 49,400 | - | - | 160,142 | 37,644 | (14,472)) | (110,098) | 122,616 | ||||||||||||||
50
(c) Advance for acquisition of investments
In 2007 and 2008, this item registered expenditures with the acquisition of petrochemical assets from the Ipiranga Group (Notes 1(c.2) and 1(c.4). In addition to the amounts intended for purchasing shares of IQ, in the amount of R$ 1,489,129, the Company considered as part of the investment cost the expenditures directly related to the acquisition process, which totaled R$ 41,539 (2007 - R$ 22,002). Bearing in mind all disbursements made, the Company realized goodwill based on the future profitability of IQ, totaling R$ 73,597, and appreciation of the fixed assets of Copesul, totaling R$ 996,844.
After receiving the shares, which took place in February of 2008, the amounts disbursed for the transaction, plus the results of the equity method and amortization of the estimated goodwill, were allocated to their definitive accounts as shown below:
Parent company | ||||
2008 | 2007 | |||
Funds intended for the acquisition of investments: | ||||
Book value of investments acquired | 460,227 | 460.227 | ||
Estimated goodwill on dates of the advances | 1,070,441 | 1.050.904 | ||
1,530,668 | 1.511.131 | |||
Equity in income of subsidiaries and associated companies | 74,730 | 30.732 | ||
Amortization of goodwill | (66,579) | (22.919) | ||
Updated purchase amount | 1,538,819 | 1.518.944 | ||
Transfers: | ||||
Investments | (534,957) | |||
Property, plant and equipment | (937,696) | |||
Intangible assets | (66,166) | |||
1.518.944 | ||||
(d) Petroquímica Paulínia
On April 25, 2008, the industrial plant of Petroquímica Paulínia was inaugurated. The unit has a production capacity of 350,000 tons a year of polypropylene, and is located in the municipality of Paulínia, in the State of São Paulo.
Until March of 2008, this company was jointly controlled with Petroquisa. With the merger of the shares issued by Grust in July of 2008 (Note 1(c7)), Braskem became holder of 100% of the voting capital of that subsidiary. On September 30, 2008, Petroquímica Paulínia was taken over by Braskem (Note 1(c12).
51
13 Property, plant and equipment
Parent company | Consolidated | |||||||||||||||||
Annual | ||||||||||||||||||
average rates | ||||||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||||
Accumulated | Accumulated | of depreciation/ | ||||||||||||||||
depreciation/ | depreciation/ | depletion | ||||||||||||||||
Cost | depletion | Net | Net | Cost | Depletion | Net | Net | (%) | ||||||||||
Land | 74,772 | 74,772 | 26,221 | 83,126 | 83,126 | 74,977 | ||||||||||||
Buildings and improvements | 1,329,268 | (494,573 ) | 834,695 | 543,635 | 1,415,759 | (520,467) | 895,292 | 730,671 | 2.7 | |||||||||
Machinery, equipment and facilities | 11,471,885 | (4,333,155 ) | 7,138,730 | 4,567,092 | 11,551,622 | (4,405,526) | 7,146,096 | 5,614,187 | 5.9 | |||||||||
Mines and wells | 22,180 | (5,907 ) | 16,273 | 3,912 | 23,290 | (6,769) | 16,521 | 4,220 | 10.6 | |||||||||
Furniture and fixtures | 81,388 | (44,300 ) | 37,088 | 24,430 | 90,530 | (48,929) | 41,601 | 29,000 | 10.0 | |||||||||
IT equipment | 98,360 | (71,837 ) | 26,523 | 21,516 | 108,796 | (79,036) | 29,760 | 39,366 | 20.0 | |||||||||
Maintenance stoppages in progress | 239,548 | 239,548 | 75,566 | 239,548 | 239,548 | 95,502 | ||||||||||||
Projects in progress | 1,223,841 | 1,223,841 | 971,996 | 1,274,656 | 1,274,656 | 1,599,305 | ||||||||||||
Capitalized interest | 334,035 | 334,035 | 47,231 | 334,035 | 334,035 | 57,952 | ||||||||||||
Others | 299,782 | (101,569 ) | 198,213 | 110,220 | 316,500 | (98,734) | 217,766 | 158,899 | 16.0 | |||||||||
15,175,059 | (5,051,341 ) | 10,123,718 | 6,391,819 | 15,437,862 | (5,159,461) | 10,278,401 | 8,404,079 | |||||||||||
52
On-going projects mainly represent projects for expanding the capacity of the industrial units, operational improvements to increase the working life of machines and equipment, excellence projects in the maintenance and production areas, in addition to programs in the areas of health and technology.
On December 31, 2008, the balance of the Companys property, plant and equipment includes appreciation in the form of goodwill arising from the takeover of subsidiaries, in the net amount of R$ 1,626,484 (2007 - R$ 765,747), pursuant to CVM Instruction 319/99.
In the Braskem structure, the activities involving the production and sales of PET and Caprolactam comprise a Business Unit. In December 2008, Braskem advised the market about the definitive stoppage of the PET production unit. Also in December, equipment was identified that could be put to use by other business units of the Company. The remaining machines, equipment and installations are likely to be disassembled and sold as scrap. Given the immaterial value of the amount to be obtained from selling this material, the Company considered as an expenses in the period the residual book value of the respective assets, amounting to R$ 102,824. Furthermore, in compliance with the provisions of CPCs 1 and 13, the Company evaluated the recoverable value of the Caprolactam plant. This evaluation led to the recognition of an expense in the amount of R$ 29,641, representing the difference between the current value of the cash flow obtained from producing and selling that product and the residual book value of the respective industrial unit. In order to prepare this cash flow, the following were taken into account: (i) the discount rate of 11.14% p.a.; (ii) cash flow in perpetuity, bearing in mind that Caprolactam, like all other chemical and petrochemical products, shows constant and well-defined cycles of high and low selling prices and of the main inputs. Still in 2008, the Company added R$ 13,807 to the provision for loss in the disposal of goods of the DMT plant, the stoppage of which occurred in 2007.
Changes to property, plant and equipment
Parent | ||||||||
company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Balance at beginning of the year | 6,391,819 | 5,994,130 | 8,404,079 | 6,689,024 | ||||
(+) Acquisitions | 1,273,084 | 812,392 | 1,712,189 | 1,396,044 | ||||
(-) Write-offs | (28,311) | (2,650) | (21,977) | (2,650) | ||||
(-) Transfers | (60,303) | (75,913) | (163,742) | (87,746) | ||||
(+) Corporate activities (i) | 3,237,842 | 175,778 | 1,228,073 | 1,171,754 | ||||
(-) Depreciation / amortization | (546,341) | (498,111) | (736,149) | (748,540) | ||||
(-) Reduction to the recoverable amount | (144,072) | (13,807) | (144,072) | (13,807 | ||||
Balance at the end of the year | 10,123,718 | 6,391,819 | 10,278,401 | 8,404,079 | ||||
(i) Includes mergers of companies, opening balances of consolidated companies beginning from the acquisition and write-off from deconsolidation of companies in the process of disposal (Note 1 (c)).
53
The corporate changes shown in the box above that occurred during the 2008 financial year are shown as follows:
2008 | ||||
Parent | ||||
company | Consolidated | |||
Addition of property, plant and equipment by merger of IPQ and Copesul | 2,300,146 | |||
Goodwill based on the appreciation of property, plant and equipment for Copesul | 937,696 | 937,696 | ||
Addition through merger of Petroquímica Paulínia | 290,377 | |||
Total corporate changes | 3,237,842 | 1,228,073 | ||
54
14 Intangible Assets
Parent company | Consolidated | |||||||||||||||||
Annual | ||||||||||||||||||
2008 | 2007 | 2008 | 2007 | average rates | ||||||||||||||
Accumulated | Accumulated | of depreciation/ | ||||||||||||||||
depreciation/ | depreciation/ | Amortization | ||||||||||||||||
Cost | amortization | Net | Net | Cost | amortization | Net | Net | (%) | ||||||||||
Goodwill grounded | ||||||||||||||||||
on future | ||||||||||||||||||
profitability | 3,183,271 | (1,173,540) | 2,009,731 | 1,318,199 | 3,188,849 | (1,175,530) | 2,013,319 | 2,442,163 | (i) | |||||||||
Trademarks and | ||||||||||||||||||
patents | 185,540 | (51,549 ) | 133,991 | 36,869 | 199,846 | (50,307) | 149,539 | 36,896 | 10.0 | |||||||||
Software and rights | ||||||||||||||||||
of use | 318,437 | (89,217 ) | 229,220 | 130,722 | 309,270 | (93,421) | 215,849 | 135,522 | 13.7 |
|||||||||
3,687,248 | (1,314,306 ) | 2,372,942 | 1,485,790 | 3,697,965 | (1,319,258) | 2,378,707 | 2,614,581 | |||||||||||
(i) The goodwill founded on future profitability was amortized up to December 31, 2008, taking into account the maximum period of 10 years. As from 2009, this type of goodwill will no longer be systematically amortized, being subject to the annual impairment test, pursuant to the provisions of CPC 13.
55
Changes in intangible assets
Parent | ||||||||
company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Balance at beginning of the year | 1,485,790 | 129,125 | 2,614,581 | 129,125 | ||||
Reclassification to comply with Law | ||||||||
11638/07 and MP 449/08 (i) | 1,201,037 | 1,588,487 | ||||||
(-) Write-offs | (1,375 ) | (4,328 ) | (35,739 ) | (4,328 ) | ||||
(+) Transfers | 37,334 | 62,709 | 207,009 | 58,991 | ||||
(+) Acquisitions/mergerl (ii) | 1,202,183 | 444,827 | 30,982 | 1,373,601 | ||||
(-) Amortization | (350,990 ) | (347,580 ) | (438,126 ) | (531,295 ) | ||||
Balance at the end of the year | 2,372,942 | 1,485,790 | 2,378,707 | 2,614,581 | ||||
(i) Basically represents the goodwill from the expectation of future profitability transferred from deferred assets (R$ 1,017,073 parent company and R$ 1,531,019 consolidated) and from the investment in subsidiaries (R$ 126,500 parent company).
(ii) Comprises goodwill merged from Copesul and IPQ amounting R$ 1,060,145.
56
15 Deferred Charges
Parent company | Consolidated | |||||||||||||||||
Annual | ||||||||||||||||||
2008 | 2007 | 2008 | 2007 | average rates | ||||||||||||||
Accumulated | Accumulated | of | ||||||||||||||||
depreciation/ | ||||||||||||||||||
Cost | amortization | Net | Net | Cost | amortization | Net | Net | depletion (%) | ||||||||||
Pre-operating expenses | 337,800 | (230,353) | 107,447 | 61,645 | 337,184 | (228,936) | 108,248 | 110,607 | 10 | |||||||||
337,800 | (230,353) | 107,447 | 61,645 | 337,184 | (228,936) | 108,248 | 110,607 | |||||||||||
57
Changes in deferred charges
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Balance at beginning of the year | 61,645 | 1,325,286 | 110,607 | 1,891,245 | ||||
(-) Reclassification to comply with Law | ||||||||
11638/07 and MP 449/08 | (1,074,541 ) | (1,588,487 ) | ||||||
(-) Write-off of opening balance Law | ||||||||
11638/07 and MP 449/08 | (158,880 ) | (158,880 ) | ||||||
(+)Reversal of annual amortization of | ||||||||
written-off deferred | 59,537 | 59,537 | ||||||
(-)Write-off of expenditures recorded during | ||||||||
the year | (34,816 ) | (34,816 ) | ||||||
(+) Acquisitions | 19,138 | 37,530 | 68,547 | 37,530 | ||||
(-) Write-offs | (736 ) | (853 ) | ||||||
(-) Transfers | (4,422 ) | (15,467 ) | (21,640 ) | (15,467 ) | ||||
(+) Corporate changes | 74,530 | 13,994 | 60,157 | |||||
(-) Amortizations | (42,708 ) | (90,998 ) | (48,413 ) | (140,212 ) | ||||
Balance at the end of the year | 107,447 | 61,645 | 108,248 | 110,607 | ||||
58
16 Financings
Parent company | ||||||||
Annual financial charges | 2008 | 2007 | ||||||
Foreign currency | ||||||||
Eurobonds | Note 16(a) | 3,023,099 | 1,401,196 | |||||
Advances on | 2008 | US$ exchange variation + average interest of 6.61% | 149,852 | |||||
exchange contracts | ||||||||
2007 | US$ exchange variation + average interest of 5.45% | 1,294 | ||||||
Export prepayments | Note 16(b) | 4,000,282 | 276,938 | |||||
Medium - Term Notes | 2008 | US$ exchange variation + interest of 11.75% | 618,684 | 632,567 | ||||
Raw material | 2008 | US$ exchange variation + interest of 4.08% | 21,532 | |||||
financing | ||||||||
2007 | US$ exchange variation + average interest of 6.76% | 18,293 | ||||||
2007 | EUR exchange variation + average interest of 4.68% | 1,671 | ||||||
2007 | YEN exchange variation + pre-fixed interest of 6.70% | 383 | ||||||
BNDES | 2008 | Average interest of 7.90% + post-fixed restatement | ||||||
(UMBNDES) | 33,208 | |||||||
2008 | US$ exchange variation + average interest of 6.55% | 202,590 | ||||||
2007 | Average interest of 9.97% + post-fixed restatement | 30,370 | ||||||
(UMBNDES) | ||||||||
Working capital | 2008 | US$ exchange variation + average interest of 7.66% | 905,216 | |||||
2007 | US$ exchange variation + average interest of 7.94% | 2,058,126 | ||||||
Project financing (NEXI) | YEN exchange variation + interest of 0.95% above | 195,713 | 231,190 | |||||
TIBOR | ||||||||
Financial funding costs | (47,894) | |||||||
Amortization of financial | ||||||||
funding costs | 2,088 |
|||||||
Local currency | ||||||||
Working capital | 2008 | Post-fixed restatement (92 to 119.09% of CDI) | 363,630 | |||||
FINAME | 2008 | Fixed interest of 4.50% + TJLP | 1,645 | |||||
BNDES | 2008 | Average fixed interest of 2.90% +TJLP | 1,366,930 | |||||
2007 | Average fixed interest of 3.78% +TJLP | 301,057 | ||||||
BNB | 2008 | Fixed interest of 8.50% | 248,297 | |||||
2007 | Fixed interest of 9.78% | 156,351 | ||||||
FINEP | TJLP | 57,229 | 64,301 | |||||
Total | 11,142,101 | 5,173,737 | ||||||
Current liabilities | (2,114,301) | (425,346) | ||||||
Noncurrent liabilities | 9,027,800 | 4,748,391 | ||||||
59
Consolidated | ||||||||
Annual financial charges | 2008 | 2007 | ||||||
Foreign currency | ||||||||
Eurobonds | Note 16(a) | 3,023,099 | 1,401,196 | |||||
Advances on exchange contracts | 2008 | US$ exchange variation + average interest of 6.61% | 149,852 | |||||
2007 | US$ exchange variation + average interest of 5.65% | 28,251 | ||||||
Export prepayment | Note 16(b) | 4,000,282 | 1,623,294 | |||||
Medium - Term Notes | US$ exchange variation + interest of 11.75% | 618,684 | 632,567 | |||||
Raw material financing | 2008 | US$ exchange variation + interest of 4.08% | 21,532 | |||||
2007/2006 | YEN exchange variation + pre-fixed interest of 6.70% | 383 | ||||||
2007 | US$ exchange variation + average interest of 6.76% | 18,292 | ||||||
2007 | EUR exchange var. + average interest of 4.68% | 1,671 | ||||||
Fixed assets financing | 2007 | US$ exchange var. + annual 1.60% annual LIBOR | 37,874 | |||||
2007 | US$ exchange var. + annual 0.35% 4-month LIBOR | 1,701,848 | ||||||
BNDES | 2008 | Average interest of 7.90% + post-fixed restatement | ||||||
(UMBNDES) | 33,624 | |||||||
2007 | Average interest of 9.70% + post-fixed restatement | |||||||
(UMBNDES) | 44,831 | |||||||
2008 | US$ exchange variation + average interest of 6.55% | 202,666 | ||||||
Working capital | 2008 | US$ exchange variation + average interest of 7.66% | 905,216 | |||||
2007 | US$ exchange variation + average interest of 7.83% | 388,197 | ||||||
Project financing (NEXI) | YEN exchange variation + interest of 0.95% above TIBOR | 195,713 | 231,190 | |||||
Financial funding costs | (47,894) | |||||||
Amortization of financial funding costs | 2,088 | |||||||
Local currency | ||||||||
Working capital | 2008 | Post-fixed restatement (92 to 119.09% of CDI) | 363,630 | |||||
2007 | 102 % of CDI | 128,852 | ||||||
FINAME | 2008 | Average interest of 4.57% + TJLP | 2,000 | |||||
2007 | Average interest of 4.44% + TJLP | 7,008 | ||||||
BNDES | 2008 | Average fixed interest of 2.90% +TJLP | 1,376,704 | |||||
2007 | Average fixed interest of 3.45% +TJLP | 667,465 | ||||||
BNB | 2008 | Fixed interest of 8.54% | 255,391 | |||||
2007 | Fixed interest of 9.88% | 165,854 | ||||||
FINEP | 2008/2007 | Post-fixed restatement (TJLP) | 57,229 | 64,301 | ||||
Vendor | 2007 | Average interest of 11.55% | 327,224 | |||||
Total | 11,159,816 | 7,470,298 | ||||||
Current liabilities | (2,119,995) | (1,068,351) | ||||||
Noncurrent liabilities | 9,039,821 | 6,401,947 | ||||||
(i) UMBNDES = BNDES monetary unit. |
60
(a) Eurobonds
In June 2008, subsidiary Braskem Finance concluded fundraising of US$ 500 million in Eurobonds, with a 7.25% p.a. coupon, maturing in 2018, priced at 99.127% of face value, with a return to the investor of 7.375% p.a. This amount was used to amortize an installment of the bridge loan taken out for the acquisition of the petrochemical assets of the Ipiranga Group (Note 16(d)).
Composition of transactions:
Parent company | Consolidated | |||||||||||||
Issue | ||||||||||||||
amount | ||||||||||||||
US$ | Interest | 2008 | 2007 | 2008 | 2007 | |||||||||
Issue date | thousand | Maturity | (% p.a.) | |||||||||||
July 1997 | 250,000 | Jun 2015 | 9.38 | 353,265 | 267,737 | 353,265 | 267,737 | |||||||
June 2005 | 150,000 | no maturity date | 9.75 | 351,960 | 266,764 | 351,960 | 266,764 | |||||||
Apr 2006 | 200,000 | no maturity date | 9.00 | 475,680 | 360,536 | 475,680 | 360,536 | |||||||
Sep 2006 | 275,000 | Jan 2017 | 8.00 | 667,811 | 506,159 | 667,811 | 506,159 | |||||||
June 2008 | 500,000 | Jun 2018 | 7.25 | 1,174,383 | 1,174,383 | |||||||||
3,023,099 | 1,401,196 | 3,023,099 | 1,401,196 | |||||||||||
(b) Export prepayments
On October 9, 2008, subsidiary Braskem Inc. concluded a 5-year export pre-payment transaction, in the amount of US$ 725 million, with Libor cost + 1.75% p.a., with a 3 year grace period. This transaction was intended for the extension of the bridge-loan taken out for the acquisition of the petrochemical assets of the Ipiranga Group and closing of capital of the merged company, Copesul (Note 16(d)). Subsequently, carried out a swap transaction that locked the Libor quotation for the period of the transaction at 3.85% p.a. Consequently, the export pre-payment transaction will have its Libor cost + 1.75% p.a. altered to 5.6% p.a.
61
Composition of transactions:
Parent company | Consolidated | |||||||||||
Initial transaction | ||||||||||||
amount | Term for | |||||||||||
US$ thousands | liquidation | Charges (% p.a.) | 2008 | 2007 | 2008 | 2007 | ||||||
6,25 | June 2008 | US$ exchange variation + interest 4.25 | 11,162 | |||||||||
45 | January 2008 | US$ exchange variation + Libor + 1.55 | 7,326 | 7,326 | ||||||||
10 | May 2008 | US$ exchange variation + interest 1.75 | 17,815 | |||||||||
10 | June 2009 | US$ exchange variation + 3-month Libor + 1.88 | 11,713 | 11,715 | 17,786 | |||||||
10 | June 2010 | US$ exchange variation + 6-month Libor + 2.05 | 14,032 | 14,032 | 18.364 | |||||||
392 | June 2008 | US$ exchange variation + average interest 5.41 | 962 | |||||||||
10 | May 2009 | US$ exchange variation + 6-month Libor + 0.70 | 23,464 | 23,464 | 17,848 | |||||||
20 | Jan 2010 | US$ exchange variation + 12-month Libor + 0.30 | 48,912 | 48,912 | 37,524 | |||||||
95 | July 2013 | US$ exchange variation + 6-month Libor + 1.00 | 114,202 | 114,202 | 173,077 | |||||||
75 | July 2014 | US$ exchange variation + 6-month Libor + 0.78 | 178,265 | 178,265 | 136,411 | |||||||
35 | March 2014 | US$ exchange variation + 6-month Libor + 1.60 | 82,691 | 82,691 | ||||||||
330 | Oct 2013 | US$ exchange variation + 6-month Libor + 0.35 | ||||||||||
150 | April 2014 | US$ exchange variation + 6-month Libor + 0.77 | 354,588 | 269,612 | 354,588 | 269,612 | ||||||
315,525 | Oct 2009 | US$ exchange variation + 3-month Libor + 0.35 | 738,033 | 738,033 | 562,339 | |||||||
150 | Oct 2014 | US$ exchange variation + 3-month Libor + 1.50 | ||||||||||
150 | Nov 2011 | US$ exchange variation + 6-month Libor + 1.40 | 351,817 | 351,817 | 353,069 | |||||||
150 | Feb 2009 | US$ exchange variation + average interest 3.94 | 362,445 | 362,445 | ||||||||
725 | Oct 2013 | US$ exchange variation + 6-month Libor + 1.75 | 1,720,120 | 1,720,120 | ||||||||
4,000,282 | 276,938 | 4,000,282 | 1,623,294 |
(c) Project financing
In March and September 2005, the Company obtained loans in Japanese currency from Nippon Export and Investment Insurance ("NEXI"), in the amount of YEN 5,256,500 thousand - R$ 136,496, and YEN 6,628,200 thousand - R$ 141,529, respectively. The principal has being paid in 11 installments as from March 2007, with final maturity in June 2012.
As described in (Note 23(f.3)), the Company entered into swap contracts in the total amount of this debt, in such a manner that the annual financial liability of the tranche drawn down in March of 2005 is 101.59% of the CDI, while the tranches drawn down in September 2005 will pay 104.29% and 103.98% of the CDI. The swap contracts were signed with a leading foreign bank and their maturities, currencies, rates and amounts are perfectly matched to the financing contracts. The effect of this swap contract is recorded in financial results (Note 24).
62
(d) Investment financing
In April 2007, negotiations were concluded on fundraising of up to US$ 1.2 billion, via a bridge loan, with the aim of financing the acquisition of the petrochemical assets of the Ipiranga Group and closing the capital of Copesul.
On December 31, 2007, the amount owed totaled R$ 1,701,841. Of this total, R$ 861,022 are shown in the parent company under the item export prepayment. On the consolidated balance sheet, the amount owed is shown in the item fixed asset financings.
In 2008, this bridge loan was liquidated using funds raised from the issuance of Eurobonds and the export prepayment transaction.
(e) Repayment schedule
Long-term loans mature as follows:
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
2009 | 1,868,555 | 2,593,682 | ||||||
2010 | 646,337 | 181,674 | 639,184 | 378,680 | ||||
2011 | 906,333 | 143,362 | 868,219 | 304,609 | ||||
2012 | 1,333,654 | 57,698 | 1,258,640 | 329,059 | ||||
2013 and thereafter | 6,141,476 | 2,497,102 | 6,273,778 | 2,795,917 | ||||
9,027,800 | 4,748,391 | 9,039,821 | 6,401,947 | |||||
63
(f) Guarantees
The Company has provided securities as stated below:
Parent company
Guaranteed | Financing | |||||||
Maturity | total | amount | Guarantees | |||||
BNB | Jun 16 | 248,298 | 248,298 | Mortgage (plants) / Pledge machinery and equipment | ||||
BNDES | Apr 15 | 1,602,728 | 1,602,728 | Mortgage (plants, lands and real property), machinery and equipment | ||||
NEXI | Jun 12 | 195,713 | 195,713 | Insurance policy | ||||
Working capital financings | Feb 10 | 1,268,846 | 1,268,846 | Export credit note | ||||
FINEP | Mar 12 | 57,229 | 57,229 | Bank surety | ||||
Prepayment | Oct 14 | 1,361,174 | 4,516,609 | Promissory notes / Real Estate | ||||
Guarantee, machinery and equipment | ||||||||
Other institutions | Feb 20 | 23,177 | 173,029 | Promissory notes and Equipment financed | ||||
Total | 4,757,165 | 8,062,452 | ||||||
(g) Capitalized interest
The Company adopts the accounting practice of capitalizing interest on financing during the period of asset construction. The Company policy is to apply the average weighted financial surcharge rate on the debt, including exchange and monetary variation to the balance of projects in progress.
The average surcharge rate used in the period was 35.72% p.a. (6.94% p.a. in 2007); including exchange variation and the amounts capitalized for the financial years are shown below:
Expenses (income) | ||||||||
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Gross financial charges | 2,938,491 | 534,521 | 3,013,031 | 669,303 | ||||
(-) Financial charges capitalized in the year | (312,180) | (18,782) | (307,971) | (35,192) | ||||
Net financial charges | 2,626,311 | 515,739 | 2,705,060 | 634,111 | ||||
64
(h) Loan covenants
Certain loan agreements entered into by the Company establish limits for certain ratios involving the ability to incur debts and pay interest.
The first ratio imposes limits on the Companys indebtedness on account of our ability to generate EBITDA. This is calculated by dividing the Companys net debt by its EBITDA for the last twelve months. This ratio is calculated in Reais or dollars, depending on contract terms. If calculated in dollars, the closing PTAX is used for assessing the net debt and the average dollar for the last four quarters for calculating the EBITDA.
The second ratio to be found in the Companys contracts is the division of the EBITDA by net interest, which represents the difference between interest paid and received. This ratio is verified on a quarterly basis and is only calculated in dollars.
Below is a summary of the outstanding transactions and their limiting factors:
Transaction | Indicator | Currency | ||
Debentures 13th | ||||
and 14th | Net Debt / EBITDA(*) < 4.5 | R$ | ||
Net Debt / EBITDA(**) < 4.5 | ||||
Nexi financing | US$ | |||
EBITDA(**) / net interest > 1.5 | ||||
Medium-Term | ||||
Notes | Net Debt / EBITDA (*) < 4.5 | R$ | ||
Export | Net Debt / EBITDA (**) < 4.5 | |||
prepayments | US$ | |||
EBITDA(**) / net interest > 2.0 | ||||
(*) EBITDA -operating result before financial results and equity interests, plus depreciation and amortization.
(**) EBITDA -operating result before financial results and equity interests, plus depreciation and amortization, dividends and equity interest received from non-consolidated companies.
The penalty for non-compliance with these is the possibility of accelerated debt maturity, except for the Debenture and Medium-term Notes transactions.
All commitments assumed are fulfilled.
65
(i) Transaction costs (funding for transactions)
In 2008, the Company incurred costs in structuring Eurobond transactions (Note 16(a)) and export prepayment transactions (Note 16(b)). The amounts, classified as debt reducers, and the respective changes in 2008 are shown as follows:
Export prepayments | Eurobonds | Total | ||||
Incurred costs | 31,301 | 16,593 | 47,894 | |||
(-) Amortizations in 2008 | (1,258) | (830) | (2,088) | |||
Balance to appropriate | 30,043 | 15,763 | 45,806 | |||
The amount to be appropriated to the income is composed as follows:
Export prepayments | Eurobonds | Total | ||||
2009 | 7,452 | 1,659 | 9,111 | |||
2010 | 7,448 | 1,659 | 9,107 | |||
2011 | 7,198 | 1,659 | 8,857 | |||
2012 | 5,462 | 1,659 | 7,121 | |||
2013 | 2,483 | 1,659 | 4,142 | |||
2014 and thereafter | 7,468 | 7,468 | ||||
30,043 | 15,763 | 45,806 | ||||
17 Debentures
Parent company | Consolidated | |||||||||||||||
Unit | Remuneration | |||||||||||||||
Issue | value | Maturity | Remuneration | payment | 2008 | 2007 | 2008 | 2007 | ||||||||
13th (i) | R$10 | Jun 2010 | 104.1 % of CDI | Biannually as from | ||||||||||||
Dec 2005 | 303,481 | 302,622 | 303,481 | 302,622 | ||||||||||||
14th (i) | R$10 | Sep 2011 | 103.5 % of CDI | Biannually as from | ||||||||||||
Mar 2007 | 522,795 | 517,852 | 522,795 | 517,852 | ||||||||||||
(ii) | R$1 | June 2008 | 100.0 % of CDI | On maturity date | 91,158 | |||||||||||
826,276 | 820,474 | 826,276 | 911,632 | |||||||||||||
(i) Public issuances of debentures non convertible into shares.
(ii) Issuance by the subsidiary IQ, liquidated in June 2008.
66
The change in debentures in 2008 and 2007 is as follows
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Balance at beginning of the year | 820,474 | 2,107,356 | 911,632 | 2,139,877 | ||||
Financial charges | 99,468 | 184,512 | 99,468 | 192,303 | ||||
Addition through acquisition of subsidiary | 83,367 | |||||||
Write-off through demerger of subsidiary | (91,158) | (32,521) | ||||||
Amortization | (93,666) | (1,471,394) | (93,666) | (1,471,394) | ||||
Balance at the end of the year | 826,276 | 820,474 | 826,276 | 911,632 | ||||
Current liabilities | (26,276) | (20,474) | (26,276) | (111,632) | ||||
Noncurrent liabilities | 800,000 | 800,000 | 800,000 | 800,000 | ||||
18 Taxes and Contributions Payable Noncurrent Liabilities
Parent company | Consolidated | |||||||||
2008 | 2007 | 2008 | 2007 | |||||||
IPI credits offset | ||||||||||
IPI Tax credit on exports | (i) | 731,098 | 687,826 | 731,098 | 687,826 | |||||
IPI zero rate | (ii) | 330,307 | 309,358 | 330,307 | 309,358 | |||||
IPI property, plant and equipment,consumption | ||||||||||
materials | 44,893 | 42,529 | 44,893 | 42,529 | ||||||
Other taxes and contributions payable | ||||||||||
PIS /COFINS - Law 9718/98 | (iii) | 50,585 | 46,594 | 60,846 | 50,581 | |||||
Education contribution, SAT and INSS | 40,086 | 38,565 | 41,226 | 38,577 | ||||||
PAES-Law 10684 | (iv) | 28,665 | 30,042 | 28,665 | 36,412 | |||||
Others | 60,144 | 19,995 | 58,311 | 59,160 | ||||||
(-) Liabilities with deposits in court | (64,110) | (69,799) | (64,110) | (78,627) | ||||||
1,221,668 | 1,105,110 | 1,231,236 | 1,145,816 | |||||||
The Company is disputing in court some changes in tax laws, and the updated sums have been provisioned for. No contingent assets are posted in this regard.
(i) IPI Tax Credit on Exports (Crédito-prêmio)
The Company by itself and through absorbed companies challenges the term of effectiveness of the IPI tax credit (crédito-prêmio) introduced by Decree-law 491 of 1969 as an incentive to manufactured product exports. Lower courts have granted most lawsuits to that end, but such favorable decisions may still be appealed.
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In hearing the appeal lodged by another taxpayer seeking court recognition of its entitlement to use such tax benefit until present, the Superior Court of Justice (STJ) upheld its rejection to such prospective use and affirmed that the aforementioned tax benefit expired in 1990. As constitutional issues are at dispute, the STF is to make a final determination over this matter and its general implications. Also, the STF will eventually revisit the right to use those tax credits after 1990, based on application of Temporary Constitutional Provisions Act (ADCT) 41.
According to its legal advisors, the Company stands reasonably possible chances of success in these suits.
(ii) IPI Zero rate
Merged companies OPP Química, Trikem and Polialden have filed lawsuits claiming IPI tax credits from the acquisition of raw materials and inputs that are exempt, non-taxed or taxed at a zero rate. Lower courts have granted most lawsuits to that end.
In a decision rendered in February 2007 on a case unrelated to the Company, the STF found against the right to offset zero-rate IPI credits by a tight majority (6 to 5). In June 2007, the STF Full Bench ruled, by majority opinion, that prospective-only effects could not be given to an STF decision that later reversed an erstwhile taxpayer-friendly determination made by the STF Full Bench itself. This ruling had a negative bearing on judgment of the cases involving merged companies OPP Química and Trikem in Bahia, leading to payments in the amount of R$ 127,317 (August 2007). By the same token, a portion of the amount underlying the lawsuit involving merged company Polialden (R$ 99,641) was settled in October 2007. The outstanding value relating to Polialden will be challenged in court.
The Company still enjoys a favorable court decision on the lawsuit lodged by its merged company Trikem in Alagoas, allowing the Company to use these tax credits. The Company will have to pay out the offset sums when the court decision on this case is reversed. It should be stressed that all of these amounts have been provisioned for, which will avoid an adverse impact on the Companys results.
(iii) PIS/COFINS - Law 9718 of 1998
The sums posted by the Company as long-term liabilities primarily refer to the lawsuits filed by the Company and by the absorbed companies to challenge the constitutionality of the changes in the PIS and COFINS tax bases introduced by Law 9718 of 1998.
Despite the STF Full Bench finding in November 2005 about the lawfulness of the resulting increase in those tax bases, the Company the Company is still challenging the COFINS rate escalation from 2% to 3%, in a small number of cases. As for expansion of the tax base, the STF held on that same date that 9718 of 1998 was unconstitutional.
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The amounts posted as long-term liabilities primarily refer to the lawsuits filed by the Company and by the absorbed companies to challenge the constitutionality of the COFINS tax rate escalation from 2% to 3% as per Law 9718 of 1998. Despite the STF Full Bench finding in November 2005 favorably to the lawfulness of said escalation, the STF itself is revisiting this matter in terms of the general implications from such unconstitutionality. The Company filed another lawsuit in late 2008, with a new approach in light of new arguments deriving from the current state of affairs.
(iv) Special Installment Program - PAES - Law 10684 of 2003
In July and August 2003, absorbed companies IPQ and Trikem qualified for more favorable payment conditions by adhering to the PAES program instituted by Federal Law 10684 of 2003.
IPQ adhered to this installment payment scheme, after cancellation of supporting certificates (DCCs) originated from acquisition and offsetting of third-party credits. For its part, Trikem opted for such scheme after filing for voluntary termination of the lawsuit challenging the COFINS tax rate escalation from 2% to 3% (instituted by Law 9718 of 1998).
Even though the Company had met all legal requirements and payments were being made as and when due, the National Treasury Attorneys Office (PFN) disqualified Trikem for PAES on two different occasions, and the Company obtained a court relief reinstating it to PAES in these two events. In reliance on the opinion of its legal advisors, Management believes that the Companys eligibility for these installment payments will be upheld as originally requested.
The outstanding debt is R$ 36,700 as of December 31, 2008, being R$ 8,034 in current liabilities and R$ 28,655 in noncurrent liabilities (2007 R$ 36,597, being R$ 6,555 in current liabilities and R$ 30,042 in noncurrent liabilities).
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19 Income and Social Contribution Taxes
(a) Current income tax
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Income before income tax and social contribution and minority | ||||||||
interest | (2,737,313) | 606,718 | (2,712,869) | 1,208,745 | ||||
Benefit (expense) of income tax and social contribution at the rate | ||||||||
of 34% | 930,686 | (206,284) | 922,375 | (410,974) | ||||
Income tax on equity in income of subsidiaries | 49,486 | 36,186 | 80 | (37) | ||||
Tax effects of non submission to Social Contribution on Net Income | ||||||||
(CSL) (Note 19(c)) | (246,398) | 54,541 | (246,398) | 54,541 | ||||
Effects Law 11638/07 Transition Tax Regime RTT | 14,069 | 55,900 | 14,069 | 55,649 | ||||
Other permanent differences | (5,431) | (6,152) | 27,532 | 13,969 | ||||
Amortization of goodwill | 26,269 | 15,906 | 24,855 | 4,363 | ||||
Taxes challenged in court | (2,434) | 15,060 | (2,434) | 15,060 | ||||
Tax losses | (755,727) | 8,232 | (755,727) | 20,999 | ||||
Provisions and other temporary differences | (11,066) | 26,640 | (8,187) | 25,384 | ||||
Others | - | (116) | 163 | (3,007) | ||||
Income and social contribution tax expenses | (546) | (87) | (23,672) | (224,053) | ||||
As tax losses were incurred in 2008, the Company is entitled to no tax exemption/abatement benefits. In 2007, this benefit was R$ 49,494 (note 19(d)).
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(b) Deferred income tax
(i) Composition of deferred income tax
In accordance with the provisions of CVM Deliberation 273/98, which approved the Institute of Independent Auditors of Brazil (IBRACON) standards on the accounting of income tax, supplemented by CVM Instruction 371/02, the Company and its subsidiaries have the following accounting balances of deferred income tax:
Composition of calculated deferred income tax: | Parent company | Consolidated | ||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Tax loss carryforward | 3,627,614 | 585,777 | 3,644,611 | 585,777 | ||||
Amortized goodwill on investment in merged companies | 668,623 | 603,419 | 668,622 | 603,419 | ||||
Temporarily non-deductible expenses | 406,059 | 423,624 | 419,391 | 625,988 | ||||
Adequacy to Law 11638/07 and MP 449/08 | 91,341 | 91,341 | 91,341 | 91,341 | ||||
Potential calculation basis of deferred income tax | 4,793,637 | 1,704,161 | 4,823,965 | 1,906,525 | ||||
Potential deferred income tax (25%) | 1,198,409 | 426,040 | 1,205,991 | 476,631 | ||||
Unrecorded portion of deferred income tax: | ||||||||
Tax losses | (502,024) | (502,024) | ||||||
Deferred income tax assets | 696,385 | 426,040 | 703,967 | 476,631 | ||||
Current assets | (56,018) | (59,560) | (59,555) | (85,815) | ||||
Noncurrent assets | 640,367 | 366,480 | 644,412 | 390,816 | ||||
Changes: | ||||||||
Opening balance for the year | 426,040 | 380,662 | 476,631 | 393,165 | ||||
Merged balance of subsidiaries | 39,998 | 12,326 | (15,370) | 8,613 | ||||
Ipiranga consolidated balance | 102,341 | |||||||
Adequacy to Law 11638/07 and MP 449/08 | 22,834 | 22,834 | ||||||
Recording of deferred income tax on tax losses | 258,437 | (15,768) | 256,159 | (118,109) | ||||
Recording of deferred income tax on amortized | ||||||||
goodwill of merged companies: | 54,755 | 85,757 | 54,755 | 85,757 | ||||
Deferred income tax realized on amortized goodwill of | ||||||||
merged companies | (38,455) | (31,917) | (38,455) | (31,917) | ||||
Deferred income tax on temporary provisions | (44,390) | (27,854) | (29,753) | 13,947 | ||||
Final balance | 696,385 | 426,040 | 703,967 | 476,631 | ||||
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Composition of calculated deferred income tax: | Parent company | Consolidated | ||||||
2008 | 2007 | 2008 | 2007 | |||||
Restatement | Restatement | |||||||
Deferred income tax liabilities on accelerated | ||||||||
depreciation under incentive: | ||||||||
Opening balance for the year | (7.503) | (7.935) | (62.817) | (14.802) | ||||
Adequacy to Law 11638/07 and MP 449/08 | (2.509) | (157) | (2.509) | |||||
Merged balance of subsidiary | (552) | (5.587) | ||||||
Realization (recording) of deferred income tax | 589 | 589 | 49.520 | (48.015) | ||||
Final balance for the year | (9.975) | (7.503) | (21.393) | (62.817) | ||||
Deferred income tax in statement of income | 230.936 | 10.807 | 292.226 | (98.337) | ||||
Deferred income tax assets arising from tax losses and temporary differences and adjustments following the Companys option for the Transition Tax Regime (Provisional Measure 449/08, articles 15 to 22) are recorded taking into account analyses of future tax profits, supported by studies prepared based on internal and external assumptions and current macroeconomic and business scenarios approved by the Company's management.
(ii) Estimated period for realizing deferred income tax assets
The deferred income tax assets recorded are limited to the amounts whose set-off is supported by forecasts of taxable profits, discounted to their present value, realized by the Company in up to 10 years, also bearing in mind the limitation on offsetting tax losses by up to 305 of taxable profit, in addition to the fiscal benefits of tax exemption and reduction.
Considering the premises for prices, foreign exchange, interest rates, market growth and other relevant variables that determined its business plan, the Company prepared the plan for base date of December 31, 2008 in the expectation of generating future taxable results. These studies show that income tax credit on fiscal losses to be consumed in the fiscal years between 2009 and 2018 totals R$ 404,880.
Deferred income tax credit on fiscal losses is expected to be realized as follows:
Parent company and Consolidated | ||
2009 | ||
2010 | ||
2011 | 8.026 | |
2012 | 47.710 | |
2013 | 50.299 | |
2014 to 2016 | 179.455 | |
2017 and 2018 | 119.390 | |
404.880 | ||
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The deferred income tax credits on temporary differences created from goodwill already amortized on the books, in the amount of R$ 167,156, from accounting provisions in the amount of R$ 101,515 and from adaptation to Law 11638/07 and MP 449/08, in the amount of R$ 22,834, are founded on making full use thereof on account of them having been realized from an accounting and fiscal standpoint.
Deferred income tax credit on goodwill is expected to be realized as follows:
Parent company and Consolidated | ||
2009 | 45,267 | |
2010 | 45,267 | |
2011 | 37,038 | |
2012 | 22,647 | |
2013 | 13,074 | |
2014 to 2016 | 3,074 | |
2017 to 2018 | 789 | |
167,156 | ||
The accounting records of the deferred income tax assets do not take into account the installment of goodwill, amortized on the books, on the investments in merged companies, which will be realized in a term exceeding 10 years and in the amount of R$ 2,612 (R$ 2,880 in 2007).
In regard to temporarily non-deductible expenses, the deferred income tax was constituted on tax expenses that are being questioned in the courts, as well as other operating expenses, for example, the provision for doubtful debtors.
Since the taxable base for income tax derives not only from profits that may be generated, but also from the existence of non-taxable revenues, non-deductible expenses, fiscal incentives and other variables, there is no immediate correlation between the Companys net result and the income tax result. Therefore the expectation regarding the use of tax credits should not be taken as an indicator of the Companys future results.
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(iii) Deferred social contribution
The consolidated statements include the following installments of deferred social contribution arising from its subsidiaries IQ and Braskem Distribuidora (in 2007 = IQ, IPQ and Copesul):
Balances | ||||
2008 | 2007 | |||
Assets | 10,051 | 4,636 | ||
Liabilities | 2,156 | 16,999 | ||
Result: Revenues (expenses) | 9,611 | (4,952) |
The deferred CSL asset balances are the result of negative bases and non-deductible provisions.
The balances of liabilities arise from unrealized foreign exchange variations and accelerated depreciation.
(c) Social Contribution on Income (CSL)
In view of the discussions over the constitutionality of Law 7689 of 1988, the Company and its merged companies OPP Química, Trikem and Polialden filed civil lawsuits against payment of CSL. The resulting court decision favorable to these companies became final and conclusive.
However, the Federal Government filed a suit on the judgment (ação rescisória) challenging the decisions on the lawsuits filed by the Company, Trikem and Polialden, on the argument that after the final decision favorable to those companies the Full Bench of STF declared the constitutionality of this tax except for 1988. As the Federal Government did not file a suit on the judgment in the case of OPP Química, the first final and conclusive decision remained in force.
The suit on the judgment is pending the STJ and STF review of a number of appeals concerning this specific matter. Even though the suit on the judgment and tax payments are still on hold, the Federal Revenue Office has issued tax infraction notices against the Company and its merged companies, and administrative defenses have been filed against such notices.
Based on the opinion of its legal advisors (which stated the likelihood of a favorable outcome as reasonably possible), Management believes that the following is likely to occur: (i) the courts will eventually release the Company from paying this tax; and (ii) even if the suit on the judgment is held invalid, the effects of said judgment cannot retroact to the year of enactment of the law, the reason why the Company has created no provisions for this tax.
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If retrospective collection is required by court order (contrary to the opinion of its legal advisors), the Company believes that the possibility of being imposed a fine is remote. Accordingly, the amount payable, restated for inflation and accruing Brazils SELIC benchmark rate, would be approximately R$ 835,420, net of fine.
(d) Tax incentives
(i) Income tax
Until 2011, the Company is entitled to reduce by 75% the income tax on the profit arising from the sale of basic petrochemical products and utilities produced at the Camaçari plant. The three polyethylene plants at Camaçari have the same right until base years 2011, 2012 and 2016. The PVC plant at Camaçari also has this right up to base year 2013. The PVC plants in Alagoas and the PET plant at Camaçari are exempt from corporate income tax on the results of their industrial operations until 2008.
The manufacture of caustic soda, chloride, ethylene dichloride and Caprolactam enjoy the benefit of the 75% decrease in the income tax rate up to 2012.
(ii) Value-Added Tax on Sales and Services - ICMS
The Company has ICMS incentives granted by the State of Alagoas through the State of Alagoas Integrated Development Program PRODESIN. This incentive is designed to foster the installation and expansion of industrial facilities in that State, and is stated in income for the year, under Other operating income.
20 Long-term incentive
In September 2005, the Shareholders Meeting approved a benefits plan called Long-term Incentives, not based on Companys shares, by means of which employees designated annually by Management may acquire securities issued by the Company and entitled Investment unit, Alpha unit. The purpose among others is to strengthen the convergence of interests in creating long-term value among Braskems employees and shareholders, foster the sense of ownership and encourage view and the commitment of the employees to long-term results.
The investment unit does not confer on the holder the condition of shareholder of Braskem, or any right or privilege inherent to that condition, especially the right to vote and other political rights.
Every year, the Board of Directors approves the eligible participants, the quantity of investment units to be issued, the Companys counterparty percentage to the acquisition made by employees and the quantity of units offered per participant. Acceptance by the participant implies cash payment of the amount attributed to him, in addition to entering into a unit purchase agreement, with Braskem responsible for issuing the respective Investment Units Certificate.
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The investment unit is issued in the 1st semester of each year, at its value is updated annually according to the average quotation of the Companys Class A preferred shares at the end of the dealing period on the BOVESPA in the months of October and March. In addition to the variation in its nominal value, the Investment unit earns the equivalent of the dividend and/or equity interest distributed by Braskem.
There are three types of Investment units:
the unit acquired by the participant, known as Alpha;The Investment unit (and its corresponding certificate) are issued on a very personal basis and may only be sold to Braskem by means of redemption on the following conditions:
from year 5 following the 1st acquisition, the acquiring party may redeem up to 20% of the accrued balance of their investment units; andThe composition and value of the units on December 31, 2008 are as follows:
Quantity | Amount | |||
Investment units | ||||
Issued (Alpha units) | 707,661 | 9,512 | ||
Bonus awarded (Beta units) | 705,361 | 941 | ||
Total | 1,413,022 | 10,453 | ||
21 Shareholders' Equity
(a) Capital
On December 31, 2008 subscribed and paid in capital is R$ 5,375,802 (R$ 4,640,947 on December 31, 2007), represented by 507,540,997 shares with no nominal value (2007 449,432,611), of which 190,462,446 common shares (2007 149,810,870), 316,484,733 Class A preferred shares (2007 298,818,675) and 593,818 Class B preferred shares (2007 803,066).
At the Extraordinary Shareholders Meeting held on May 30, 2008, a capital increase was approved on account of the merger of Grust shares (Note 1(c.7)), by issuing 46,903,320 common shares and 43,144,662 Class A preferred shares, with the capital going from R$ 4,640,947 to R$ 5,361,656.
On September 30, 2008, as a result of the merger of IPQ (Note 1 (b.12)), the Companys capital was increased by R$ 14,146 to R$ 5,375,802, through the issue of 1,506,061 Class A preferred shares.
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The Companys authorized capital is 488,000,000 shares, of which, 175,680,000 common shares, 307,440,000 Class A preferred shares and 4,880,000 Class B preferred shares.
(b) Rights attaching to Shares
Preferred shares carry no voting rights, but qualify for a non-cumulative priority dividend at 6% per annum on their unit value, if profits are available for distribution. Only Class A preferred shares are on a par with common shares for entitlement to remaining profits; dividends are earmarked to common shares only after the priority dividend has been paid to preferred shares. Further, only Class A preferred shares rank equally with common shares in the distribution of shares resulting from capitalization of other reserves. Only Class A preferred shares are convertible into common shares, by resolution of the majority voting stock at general meetings. Class B preferred shares may be converted into Class A preferred shares at a ratio of two Class B preferred shares to each Class A preferred share, upon written notice to the Company at any time (after expiration of the non-convertibility period prescribed in special legislation that authorized the issuance and payment of such shares by using tax incentive funds).
If the Company is wound up, Class A and B preferred shares are accorded priority treatment in repayment of capital.
The shareholders are entitled to a minimum compulsory dividend at 25% of the net profits at year end, adjusted as per the Brazilian Corporation Law.
According to the Memorandums of Understanding for Execution of Shareholders Agreement, the Company is required to distribute dividends not lower than 50% of the year end net profits, to the extent that the reserves necessary for its effective operation in the ordinary course of business are maintained at a sufficient level.
As agreed at the time of issuance of Medium-Term Notes (Note 16), the payment of dividends or interest on equity is capped at two fold the minimum dividends set out in the Companys by laws.
(c) Tax incentives reserve
Prior to the adoption of Law 11638/07 and MP 449/08, tax incentives on income tax (Note 19 (d)) were classified as capital reserves without transiting through the income account. Beginning January 1st, 2007, this tax incentive was posted
to the income for the year account, being intended for the profit reserves account following a management proposal ratified by the shareholders meeting.
Regardless of the change determined by Law 11638/07 and MP 449/08, this incentive may only be used for increasing the capital or absorbing losses.
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(d) Treasury shares
With the merger of Politeno, on April 2, 2007, (Note 1(c)), reciprocal shareholding between the companies was canceled. The 2,186,133 class A preferred shares of the Company that belonged to Politeno were merged into the treasury shares.
On February 19, 2008, a new share repurchase program was approved with a 12-month term and investment of approximately R$ 252,000 for the repurchase of up to 19,862,411 class A preferred shares. Under such program, up until December 22, 2008, 10,099,500 class A preferred shares were acquired at an average cost of R$ 10.63 per share. The minimum and maximum amounts of these acquisitions were R$ 6.03 and R$ 13.85 per share.
On April 28, 2008, the dissidence of shareholders owning 2,108,823 common and 209,048 Class B preferred shares in the Company was communicated to the market, concerning the ratification of the transaction to acquire the control of the petrochemical assets of the Ipiranga Group. These shares were redeemed on March 11, 2008, for their book value as of December 31, 2007, of R$ 13.50 per share, for a total of R$ 31,292.
On May 30, 2008, the shareholders of Braskem Participações approved a capital reduction and transfer to the Company of 580,331 common and 290,165 Class A preferred shares issued by the Company, in the amount of R$ 13,110.
On July 2, 2008, the dissidence of shareholders owning 3,562,590 common and 200 Class B preferred shares in the Company was communicated to the market, concerning the merger of the shares of Grust Holdings S/A. These shares were redeemed at their book value pursuant to the balance sheet as of December 31, 2007, corresponding to R$ 13.50 per share, for a total of R$ 48,098.
On March 6, 2008, the cancellation of 16,595,000 Class A preferred shares of the Company was approved. These shares were maintained in treasury, on December 31, 2007, for the amount of R$ 244,456.
On December 22, 2008, cancellation was approved of 16,850,657 shares, of which 6,251,744 common shares, 10,389,665 Class A preferred shares and 209,248 Class B preferred shares of the Company, booked at the amount of R$ 199,904. Such cancellation, in addition to the cancellation approved on March 6, totals R$ 444,360 and was written-off from the account of profit reserves for expansion.
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(e) Profit for expansion reserves
Refers to the retention of the accumulated profits balance, so as to meet the expansion projects established in the business plan, as contemplated in the capital budget proposed by the Companys management and submitted for approval by the Shareholders Meeting, with due regard for the provisions of article 196 of the Brazilian Corporations Law (LSA). The balance of this reserve on December 31, 2207 was R$ 890,192. In 2008, the Company used the balance of this reserve to absorb the cancellation of the treasury shares and part of the loss in the amount of R$ 444,360 and R$ 445,832, respectively.
(f) Appropriation of net income
According to the Companys by laws, net income for the year, adjusted on the terms of Law 6404/76, is appropriated as follows: (i) 5% for constituting the legal reserve, not to exceed 20% of the capital; (ii) 25% for payment of mandatory dividends, not accumulative, with due regard for the legal and statutory advantages of the preferred shares. When the amount of the priority dividend paid to the preferred shares equals or exceeds 25% of the net result for the year, calculated as per article 202 of the Brazilian Corporation Law, this characterizes full payment of the mandatory dividend. Where there are leftovers of the mandatory dividend following payment of the priority dividend, this will be applied: (i) in payment to the common shares of a dividend up to the limit of the priority dividend of the preferred shares; (ii) if a balance still remains, in the distribution of an additional dividend to the common and the Class A preferred shares on equal conditions, in such a manner that each common or preferred share of that class receives the same dividend. On account of the loss suffered in this fiscal year, the Company is not distributing any amount by way of dividends or equity interest.
The dividends proposed by the management in the 2007 fiscal year, and approved at the shareholders meeting were the following:
2007 | ||
Net income for the year adopting Law 11638/07 and MP 449/08 | 617,438 | |
Exclusion of adjustments of first adoption of Law 11638/07 and MP 449/08 (Note 3.1(b)) | (74,218) | |
Net income for the year without the adjustments of Law 11638/07 and MP 449/08 | 543,220 | |
Installment intended for legal reserve | (27,161) | |
Net income adjusted for the calculation of dividend | 516,059 | |
Profit sharing: | ||
Proposed dividends | ||
Common shares (R$ 0.644 per share) | 96,198 | |
Class A preferred shares (R$ 0.644) | 181,741 | |
Class B preferred shares (R$ 0.644) | 518 | |
Total dividends | 278,457 | |
Amount intended for the profits reserve for expansion | 237,603 | |
Minimum compulsory dividend 25% | 129,016 | |
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The amount intended for profit reserves for expansion in 2007 was linked to the capital budget contained in the Business Plan approved by the Board of Directors on December 19, 2007, and was ratified by the Shareholders Meeting held on March 26, 2008.
The book loss for the year 2008 was partially absorbed by making full use of the profit reserves.
(g) Equity valuation adjustment
This item, created by Law 11638/07, aims to record amounts which, as they already belong to the shareholders' equity, have not yet transited the result for the year but will do so in the future. On December 31, 2008, the Company held the following amounts in this account:
2008 | ||
Variation of market value of financial instruments: | ||
Financial assets classified as available for sale net from income tax (Note 5) | 7,998 | |
Hedge transactions in subsidiary (Note 23(f.3)(iv)) | (110,098) | |
Total | (102,100) | |
22 Contingencies
(a) Collective Bargaining Agreement Section 4
The Petrochemical, Plastics, Chemicals and Related Industry Workers Union in the State of Bahia (SINDIQU¥MICA) and the Employers Association of the Petrochemical and Synthetic Resins Industries in the State of Bahia (SINPEQ) are disputing in court the validity of a wage and salary indexation clause contained in the collective bargaining agreement (convenção coletiva de trabalho), given the matter of public policy involved, namely, the adoption of an economic stabilization plan in 1990 that put a limit on wage adjustments. The Company ran plants in the region in 1990, and is a member of SINPEQ.
The employees labor union seeks retrospective adjustment of wages and salaries. In December 2002, the STF affirmed an erstwhile decision from the Superior Labor Court (TST), determining that economic policy legislation should prevail over collective bargaining agreements and, as such, no adjustment was due. In 2003, SINDIQU¥MICA appealed this decision by means of a motion for clarification, which was rejected by unanimous opinion on May 31, 2005.
On October 24, 2005, SINDIQU¥MICA filed a plea known as embargos de divergência, which was cognized by the higher courts. This plea was forwarded to the General Prosecutor Office of the Republic, which rendered an opinion fully favorable to SINPEQ in November 2006. Judgment on this appeal started on June 28, 2007, but was adjourned as one of the judges asked for further access to the case docket.
In reliance on the opinion of its legal advisors, Management believes that SINPEQ is likely to prevail in this suit and, as such, no amount was provisioned for.
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(b) Offsetting of tax credits
From May through October 2000, merged companies OPP Química and Trikem offset their own federal tax debts with IPI tax credits (créditos-prêmio) assigned by an export trading company (Assignor). These offsetting procedures were recognized by the São Paulo tax officials (DERAT/SP) through offset supporting certificates (DCCs) issued in response to an injunctive relief entered in a motion for writ of mandamus (MS SP). Assignor also filed a motion for writ of mandamus against the Rio de Janeiro tax officials (DERAT/RJ) (MS RJ) for recovery of IPI tax credits and their use for offsetting with third-party tax debts, among others. The MS SP was dismissed without prejudice, confirming the Rio de Janeiro administrative and jurisdictional authority to rule on Assignors tax credits.
In June 2005, DERAT/SP issued ordinances (portarias) canceling the DCCs. Based on said ordinances, the Federal Revenue Office unit in Camaçari/BA sent collection letters to the Company. Notices of dispute were presented by the Company, but the administrative authorities declined to process them. As a result, past-due federal tax liabilities (dívida ativa) at R$ 276,620 were posted in December 2005 concerning the Companys tax debts originating from purportedly undue offsetting procedures.
Both Assignor and the Company commenced a number of judicial and administrative proceedings to defend the lawfulness and validity of those offsetting procedures, and the legal counsels to both companies labeled the likelihood of success in those cases as probable, mostly in light of the indisputable certainty and validity of those credits as confirmed in a specific audit conducted by DERAT/RJ.
On October 3, 2005, the Federal Supreme Court (STF) held the MS RJ favorably to Assignor in a final and conclusive manner, confirming Assignors definite right to use the IPI tax credits from all its exports and their availability for offsetting with third-party debts. As a result, the legal advisors to Assignor and to the Company believe that the offsetting procedures carried out by the merged companies and duly recognized by DERAT/SP are confirmed, and for this reason they also hold that the tax liabilities being imputed to the Company are not due. Despite the final and conclusive decision in MS RJ, the legal advisors to Assignor and to the Company, in addition to a jurist when inquired of his opinion on this specific issue, feel that the tax liabilities purportedly related to offsetting procedures carried out by the merged companies have become time-barred and, as such, can no longer be claimed by the tax authorities.
In January 2006, the Company was ordered to post bond in aid of execution of the tax claim referred to above; this bond was tendered in the form of an insurance policy.
The Companys legal advisors have labeled the likelihood of success in all claims listed above as probable; nevertheless, if the Company is eventually defeated in all those cases, it will be entitled to full recourse against Assignor concerning all amounts paid to the National Treasury, as per the assignment agreement executed in 2000.
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(c) National Social Security Institute - INSS
The Company is party to several social security disputes in the administrative and judicial spheres, totaling approximately R$ 347,176 (updated by the SELIC rate) as of December 31, 2008.
In reliance on the legal advisors opinion that the Company stands good chances of success in these cases, Management believes that no sum is payable in connection with these notices and, as such, no amount was provisioned for.
(d) Other court disputes involving the Company and its subsidiaries
The Company figures as defendant in civil lawsuits filed by the controlling person of a former caustic soda distributor and by a carrier that rendered services to the latter, totaling R$ 28,609 as of December 31, 2008 (Dez/2007 R$ 27,507). Said plaintiffs seek redress of damages caused by the Companys alleged non-fulfillment of the distributor agreement. In reliance on the opinion of legal advisors sponsoring the Company in these lawsuits, Management believes that the cases are likely to be rejected, and for this reason the respective sums have not been provisioned for.
In the second quarter of 2005, the Chemical and Petrochemical Industry Workers Unions in Triunfo (RS) and Camaçari (BA) filed several lawsuits for recovery of unpaid overtime. The Company has presented its answers accordingly, and in reliance on the legal advisors opinion the Companys Management does not expect to be defeated.
As of June 30, 2008, the Company and its subsidiaries figured as defendant in 1,282 suits for damages and labor claims (already including those mentioned above), totaling approximately R$ 223,282. According to the opinion of legal advisors, most of these suits are likely to be found for the Company. For the cases entailing a probable defeat, the Company has provisioned for R$ 18,382 (Dez 2007 R$ 25,005).
Further, in 1999, the Federal Revenue Office (SRF) served notice on merged company Copesul charging a supposedly delinquent IRPJ and CSL tax for the 1994 base period, relating to monetary adjustment of balance sheet items and equity accounting results due to the accounting of dividends distributed by a controlled entity abroad. The updated dispute comes to R$ 21,308. An appeal lodged by the National Treasury at the Higher Tax Appeals Chamber (CSRF) is pending judgment. According to the legal advisors of Copesul, the likelihood of a favorable outcome for this case is reasonably possible.
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23 Financial Instruments
The currencies shown in the derivatives are designated by the codes according to the ISO 4217 standard and are shown below:
Code | Currency | Country | ||
BRL | Real | Brazil | ||
EUR | Euro | Euro zone | ||
JPY | Yen | Japan | ||
USD | U.S. dollar | United States of America |
Non-derivative financial instruments
On December 31, 2008 and 2007, the Company held non-derivative financial instruments, according to the definition given by CPC 14. These financial instruments comprised part of the Companys short-term investments and certain items of its paper debt.
Book Value | ||||||||||
(assets and (liabilities) | Fair value | |||||||||
Identification | 2008 | 2007 | Status | 2008 | 2007 | |||||
1. Exchange contracts advance | (149,852) | (28,251) | Passive | (149,852) | (28,251) | |||||
2, Working capital\ Structured Transactions | (905,216) | (388,197) | Passive | (905,216) | (388,197) | |||||
3. BNDES | (236,290) | (44,831) | Passive | (236,290) | (44,831) | |||||
4. Eurobonds | (3,023,099) | (1,401,196) | Passive | (2,440,389) | (1,496,315) | |||||
5. Raw material financing | (21,532) | (20,346) | Passive | (21,532) | (20,346) | |||||
6. Investment funds in foreign currency | 107,279 | Active | 107,279 | |||||||
7. Medium-Term Notes | (618,684) | (632,567) | Passive | (643,028) | (745,143) | |||||
8. Export prepayments | (4,000,282) | (1,623,294) | Passive | (4,000,282) | (1,623,294) | |||||
9. Project financing (NEXI) | (195,713) | (231,190) | Passive | (195,713) | (231,190) | |||||
10. Time Deposits | 522,212 | 190,995 | Active | 522,212 | 190,995 | |||||
11 Treasuries | 331,452 | Active | 331,452 | |||||||
12. Debentures | (826,276) | (911,632) | Passive | (803,360) | (910,039) | |||||
13. Exclusive investment fund | 1,714,355 | 258,768 | Active | 1,714,355 | 258,768 | |||||
14. Fixed-Income investments | 102,895 | 296,250 | Active | 102,895 | 296,250 |
Detailed information about these financial instruments can be found in the explanatory notes to Cash and Cash Equivalents (Note 4), Securities (Note 5) and Financings (Note 16) and "Debentures" (Note 17).
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Risks and derivative financial instruments
(a) Risk Management:
The Company is exposed to market risk arising from variations in commodity prices, foreign exchange rates and interest rates, and to credit risk arising from the possibility of default by its counterparties in financial investments, accounts receivable and derivatives.
The Company adopts procedures for managing market and credit risks, in line with a Financial Management Policy and a Risk Management Policy. The aim of risk management is to protect the Companys cash flow and reduce the threats to financing its operating working capital and investment programs.
(b) Exposure to foreign exchange risks
The Company has commercial transactions denominate in or indexed to foreign currencies. The prices of the Companys inputs and products are denominated in or strongly influenced by international commodity quotations, which are usually denominated in U.S. dollars. Furthermore, the Company has used long-term fundraising in foreign currencies, which leads to exposure to the variation in the foreign exchange rates between the Real and the foreign currencies. The Company manages its foreign currencies exposure using a combination of foreign currency debt, foreign currency investments and derivatives. The Companys foreign exchange risk management policy contemplates maximum and minimum cover limits which must be obeyed, and which are continually monitored.
(c) Exposure to interest rate risks
The Company is exposed to the risk that variations in floating interest rates lead to an increase in financial expenses with future interest payments. The floating-rate foreign currency debt is subject mainly to fluctuations in LIBOR. Domestic currency debt is subject mainly to the variation of the Long-Term Interest Rate (TJLP), pre-fixed rates in Reais and daily variation of the CDI rate.
(d) Exposure to commodities risks
The Company is exposed to variation in the prices of different petrochemical commodities, especially its main raw material, naphtha. The Company seeks to pass on the price oscillations of this raw material cause by fluctuations in international prices. However, part of its sales may be undertaken using fixed-price contracts or within a maximum and/or minimum floating range. These contracts may be commercial agreements or derivative contracts associated to forward sales. On December 31, 2008, the Company had no outstanding contracts of this nature.
(e) Exposure to credit risks
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The operations that subject the Company and its subsidiaries to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivables, exposing the Company to the risk of the financial institution or client involved. In order to manage this risk, the Company keeps its bank accounts and financial investments with large financial institutions, weighting the concentrations in line with the institutions ratings and the prices observed in the Credit Default Swaps (CDS) market, as well as entering into netting agreements that minimize the overall credit risk arising from the various financial transactions carried out among the parties.
In regard to customer credit risk, the Company protects itself by making detailed analyses before granting credit and by obtaining real and pro forma guarantees, when deemed necessary.
Counterparty limits and credit quality are reviewed on a daily basis, taking into account their ratings and the prices reigning on the Credit Default Swap (CDS) market.
(f) Derivative financial instruments
The Company uses derivative financial instruments for the following purposes:
f.1) Hedge: Hedge activities are executed in line with the Companys policies. The financial management policy includes a continuous short-term hedge program for the foreign exchange risk arising from its transactions and financial items. Other market risks are covered as they are introduced to each transaction. In general, the Company judges the need for hedge while analyzing prospective transactions and seeks to undertake made-to-measure hedge for the transactions under consideration, in addition to preserving the hedge for the entire time frame of the transaction being covered.
The Company may elect to designate derivatives as hedge for applying Hedge Accounting pursuant to CPC 14. Designation of the hedge is not mandatory. The Company will usually elect to designate derivatives as a hedge when it is expected that the application of Hedge Accounting will afford a relevant improvement in demonstrating the off-set effect of the derivatives on the variations of the items being hedged.
On December 31, 2008, the Company held financial derivatives contracts on a total nominal amount of R$ 1,973,982 (R$ 1,978,481 on December 31, 2007), of which R$ 1,694,325 related to hedge transactions designated as such and R$ 279,657 for other hedge transactions (see (f).i.a and (f).i.b below). There were no derivatives that were used for other purposes.
f.2) Modifying the return on other instruments: The Company may use and has used derivatives to modify the return on investments or the interest rate or the correction index of financial liabilities, in line with its judgment regarding the most appropriate conditions for the Company. When the modified return risk using derivatives is substantially lower for the Company, the transaction is considered hedged. When the Company uses derivatives to modify the returns on investments, it seeks to match the obligations it will have by virtue of the derivative with the rights represented by the investments. When it uses derivatives to modify the interest rate or correction index on liabilities, it seeks to match the rights it will have by virtue of the derivative with the obligations represented by the liabilities. These transactions involving modification of investment returns, interest rates or correction indices on financial commitments are undertaken for an amount not exceeding that of the underlying investment or commitment. The Company does not leverage its positions using derivatives. On December 31, 2008, the Company had no transactions with that purpose.
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f.3) Monetization of certain risks: The Company may use derivatives to monetize certain risks it considers acceptable on account of its exporting profile. By monetizing a risk, Braskem receives financial income in exchange for compensating the counterparty should a specific event occur. On December 31, 2008, the Company had no transactions with that purpose.
All derivative financial instruments held on December 31, 2008 were entered into on the OTC market with large financial counterparties and supported by global derivatives agreements in Brazil or abroad.
The derivative financial instruments are shown on the balance sheet at their fair value, in the asset or liability account, should the fair value represent a positive or negative balance for the Company, respectively. The derivative financial instruments are mandatorily classified as trading instruments. The periodic variances in the fair value of the derivatives are recognized as financial revenue or expense in the same period in which they occur, except when the derivative is designated and qualifies for cash flow hedge accounting in the period in question.
The fair value of the derivatives is obtained:
a) from public sources in the case of exchange-traded derivatives;
b) using discounted cash flow models when the derivative is a forward purchase or sale or a swap contract.
c) using option
contract evaluation models, such as the Black-Scholes model, when the derivative contains option features.
The evaluation premises (model inputs) are obtained from sources that reflect more current observable market prices, particularly interest rate curves and forward currency prices disclosed on the Mercantile and Futures Exchange, spot foreign exchange rates disclosed by the Brazilian Central Bank, and international interest rate curves disclosed by well-know quotation services like Bloomberg or Reuters.
On December 31 of 2008, the Company had no derivatives that required non-observable premises for calculating their fair value.
The table below shows all transactions using derivative financial instruments existing on December 31, 2008, or which produced financial effects during the 2008 fiscal year. The Receipts (payments) column shows the amounts received or paid for the settlements undertaken during 2008, while the income (expense) column shows the effect recognized in financial income or expense associated with the settlements and the variance in the fair value of the derivatives during the 2008 fiscal year.
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Fair value | ||||||||||||||
Nominal | Receivables | Revenues | ||||||||||||
Identification | value | Maturity | Purpose | (payments) | (expense) | 2008 | 2007 | |||||||
Yen-CDI swap | BRL | Exchange hedge of | BRL | BRL | BRL | BRL | ||||||||
(see i.a) | 279,655 | Jun/2012 | NEXI financing | (32,534) | 49,741 | 5,562 | (76,713) | |||||||
Interest rate | USD | Interest rate hedge | ||||||||||||
swap (Libor- | 725,000 | (designated for | BRL | |||||||||||
fixed) (see i.b) | th. | Oct/2013 | hedge accounting) | BRL 654 | (109,444) | |||||||||
USD-BRL | BRL | |||||||||||||
exchange swap | 255,805 | BRL | ||||||||||||
(see ii.a) | Nov/08 | Exchange hedge | BRL 62,869 | 62,869 | ||||||||||
EUR-USD | BRL | |||||||||||||
currencies | 503,102 | Exchange and | BRL | BRL | ||||||||||
swap (see ii.b) | Nov/08 | interest rate hedge | BRL (21,261) | 18,628 | (39,889) | |||||||||
Credit default | USD | |||||||||||||
swap (see ii.c) | 100,000 | USD 60 | ||||||||||||
th. | Dec/08 | Change of return | USD 360 | USD 300 | th. | |||||||||
Total Return | USD | |||||||||||||
Swap (see ii.d) | 450.000 | USD | USD | |||||||||||
th. | Aug/08 | Change of return | USD 6,397 | (13,173) | 19,570 | |||||||||
th. | ||||||||||||||
Convertibility | USD | |||||||||||||
swap (see ii.e) | 150,000 | USD | ||||||||||||
th. | Jul/08 | Monetization | USD 488 | USD 366 | 122 th. |
i) Transactions existing on December 31, 2008
On December 31, 2008, the Company and its subsidiaries held the following derivative financial instruments:
i.a) Project financing (NEXI) - linked swaps
On December 31, 2008, the Company held four currency swap contracts with a total nominal amount of R$ 279,657, contracted for hedging yen-denominated financings with floating interest rates, maturing in March and June of 2012. The purpose of these swaps is to offset the fluctuation risk in the Yen-Real foreign exchange rate arising from the financings, and to offset the risk of variation in future expenses with interest payments. The term, amount, settlement dates and yen interest rates of the swaps are matched to the terms of the financing. The Company intends to hold these swaps until the financing is liquidated.
The characteristics of each swap transaction are listed below:
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Fair value | ||||||||||
Identification | National value, BRL | Interest rate | Maturity | 2008 | 2007 | |||||
Swap NEXI I | 28,987 | 104.29% of CDI | Jun-12 | 2,192 | (6,634) | |||||
Swap NEXI II | 136,495 | 101.85% of CDI | Mar-12 | (6,587) | (45,462) | |||||
Swap NEXI III | 91,851 | 103.98% of CDI | Jun-12 | 7,637 | (20,121) | |||||
Swap NEXI IV | 22,322 | 103.98% of CDI | Jun-12 | 2,320 | (4,496) |
These contracts may require Braskem to make guarantee deposits under certain conditions. On December 31, 2008, Braskem had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with A credit ratings or better from the agencies Moodys, Standard & Poors or Fitch, which is coherent with the discount rates used to reflect the counterparty credit risk.
The Company elected not to designate these swaps as hedges for applying hedge accounting, since the main risk protected, foreign exchange rate variation, is satisfactorily represented by the simultaneous results of foreign exchange variation of the financing and variation in the fair value of the derivative. As a result, the periodic variation in the fair value of the swaps is recorded as financial income or expense in the same period in which they occur. In 2008, the Company recognized financial income of R$ 49,741 referring to variation in the fair value of these swaps between December 31, 2007 and December 31, 2008.
i.b) Export prepayment-linked interest rate swaps
The subsidiary Braskem Inc. held, on December 31, 2008, nine interest rate swap contracts with a total nominal value of USD 725,000,000, which it had entered into for export prepayment debt contracted in US dollars and at (Libor-based) floating interest rates in October 2008, maturing in October 2013. In these swaps, the subsidiary Braskem Inc. receives floating rates (Libor) and pays fixed rates periodically in a manner that matches the prepayment debt cash flow. Of these swaps is to offset the variation in future financial debt expenses caused by Libor rate fluctuation. The term, amount, settlement dates and floating interest rates match the terms of the debt. The Company and its subsidiary intend to hold these swaps until the financing is liquidated.
These swaps were designated as cash flow hedging for the fluctuating Libor risk on specified debt, for the purposes of hedge accounting. The actual periodic variations in the fair value of the derivatives designated as cash flow hedging that are highly effective in offsetting cash flow variations in the hedged item are recognized in the shareholders' equity under Adjustments in Equity Evaluation up to the date on which the respective variation of the hedged object impacts the result. The impacts of Libor on the hedged object are expected to impact the subsidiarys results in each debt interest appropriation period, beginning on the disbursement date and going out to its maturity date.
The Company and its subsidiary test the effectiveness of these hedges on the closing date of each reporting period using the accrued monetary offset method. Under this method, the hedge is considered effective if the cash flow variation of the derivatives is between 80% and 125% of the variation of the hedged item caused by the risk being covered. The effectiveness test on December 31, 2008 showed that the derivatives were highly effective in offsetting the variations in the hedged item caused by Libor fluctuations during the period from when the derivatives were contracted until the end of the reporting period, and that all other conditions that qualify these instruments for hedge accounting were met. As a result, the effect portion of the variation in the fair value of the derivatives, in the amount of (R$ 109,444), was recorded as the Adjustment in Equity Evaluation. The subsidiary also reclassified from the Adjustment in Equity Evaluation to financial income R$ 654 referring to the portion of the offset effect of the derivatives on the hedged item, for accrual in 2008.
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The characteristics of the swap transactions are listed below:
Identification | National value, USD | Interest rate | Maturity | Fair Value | ||||
2008 | ||||||||
Swap EPP I | 100,000 | 3.9100 | Oct/13 | (15,657) | ||||
Swap EPP II | 100,000 | 3.9100 | Oct/13 | (15,657) | ||||
Swap EPP III | 100,000 | 3.9525 | Oct/13 | (16,046) | ||||
Swap EPP IV | 25,000 | 3.8800 | Oct/13 | (3,845) | ||||
Swap EPP V | 50,000 | 3.5675 | Oct/13 | (6,259) | ||||
Swap EPP VI | 100,000 | 3.8800 | Oct/13 | (15,382) | ||||
Swap EPP VII | 50,000 | 3.5800 | Oct/13 | (6,316) | ||||
Swap EPP VIII | 100,000 | 3.8225 | Oct/13 | (14,855) | ||||
Swap EPP IX | 100,000 | 3.8850 | Oct/13 | (15,427) | ||||
109,444 | ||||||||
The Interest Rate column contains a fixed contract fee which the Company pays in exchange for receiving Libor.
These contracts may require the subsidiary Braskem Inc. to make guarantee deposits under certain conditions. On December 31, 2008, Braskem Inc. had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with A credit ratings or better from the agencies Moodys, Standard & Poors or Fitch, which is coherent with the discount rates used to reflect the counterparty credit risk.
The risk value of the derivatives held by the Company on December 31, 2008, defined as the greatest loss that may result, in one month, in 95% of the cases, in normal market conditions, was estimated by the Company in R$ 46,622 for the swaps EPP and R$ 20,773 for the swaps NEXI.
ii) Transactions closed in 2008
ii.a) Export prepayment-linked exchange rate swaps
Up to November of 2008, the Company held currency swaps with a nominal total value of R$ 255,805 for the purpose of offsetting the effects of foreign exchange variation on the export prepayment debt in the amount of USD 150,000,000. In these swaps the Company receives exchange variation at US dollar plus 3.94% per annum and pays 98.29% of the CDI. The terms of the foreign exchange profitability match those of the debt covered. These swaps were liquidated in November 2008 for an amount of R$ 62,869 received by Braskem.
ii.b) Austrian Republic Notes profitability swap
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The Company held in 2008 currency swaps in a total nominal amount of R$ 503,102, with the aim of modifying the indexer of the Austrian Republic Notes from fixed-rate Euros to floating rate US dollars (Libor plus spread).
The nominal value, rates and maturity dates of the swap obligations were identical to those of the Austrian Republic Notes in portfolio. The swaps were contracted on the over-the-counter market, with guarantees required by one of the counterparties in the event the fair amount exceeded USD 6,000,000 against Braskem on the verification date, by way of a Bank Certificate of Deposit (CDB) of the same counterparty. In April 2008, the Company liquidated part of the swap by disbursing R$ 30,151 and in November 2008 liquidated the remainder, receiving R$ 8,890.
ii.c) Credit Default Swaps linked to Braskems credit as part of the financial guarantees
The Company held Credit Default Swap transactions with ABN AMRO NV involving USD 100,000,000 and linked to the Braskem credit maturing in 2015, in which the subsidiary Braskem Inc. participated as seller of protection or guarantor of the Braskem credit by means of a deposit with NIB Capital Bank. This derivative was contracted as part of a transaction in which the subsidiary Braskem Inc. sold to ABN AMRO NV a corresponding amount of bonds issued by Braskem which it held in portfolio. These transactions were liquidated in December 2008 for an amount of USD 360,000 received by the subsidiary Braskem Inc.
ii.d) Funds portfolio Total Return Swap
The subsidiary Braskem Inc. held Total Return Swaps linked to a funds portfolio, in the amount of USD 450,000,000, with the aim of modifying the return on its foreign currency investments while optimizing its financial income. In these contracts, Braskem Inc. paid a fixed interest rate and received the total return equal to the interest and dividend payments plus the variation in the value of the funds portfolio. The derivative enabled the subsidiary to select and change the composition of the referenced funds, having as its advisor the Royal Bank of Canada AAM. This transaction was liquidated in August 2008 for an amount of USD 6,397 thousand corresponding to R$ 12,786 received by the subsidiary Braskem Inc.
ii.e) Currency convertibility swap
The subsidiary Braskem Inc. had swap transactions with a currency convertibility clause, in the nominal amount of USD 150,000 thousand and a term of 1 year, with the aim of monetizing the interest rate differential between the Brazilian currency and Libor rates. In case of a currency convertibility event, the swap would permit substituting settlement for the net amount, with gross settlement of both debit and receiver balances, whereby the outstanding balance of Braskem Inc. is payable abroad and the creditor balance receivable in Brazil. This transaction was undertaken taking into account the exporting nature of the subsidiary Braskem Inc.
This transaction was liquidated in July 2008 for an amount of USD 488 thousand corresponding to R$ 770 received by the subsidiary Braskem Inc.
iii) Exposure by counterparty
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Outstanding exposure of Braskem and its subsidiaries to the risk of default by counterparties in derivative financial instruments is listed in the table below, taking into account the market values of the derivatives plus the guarantees:
Counterparty | Principal | Exposure | ||
2008 | ||||
Banco Real | 18,447 | 2,192 | ||
Citibank | 306,254 | (5,423) | ||
JPMorgan | 86,861 | (6,587) | ||
Calyon | 408,975 | (26,150) | ||
BBVA | 467,400 | (31,313) | ||
Santander | 584,250 | (36,598) |
(iv) Components of the equity valuation adjustments due to hedge transactions
The Company has designated certain derivatives as cash flow hedge, which created final balances of Equity Valuation Adjustments (AAP). The summary of changes to equity evaluation adjustments is given below:
Item | AAP balance in Dec/07 |
Reclassifications for expense (revenues) in 2008 by achievement of competence |
Activities of hedges actual installment |
Activities arising from effectiveness recovery |
AAP balance in Dec/08 | |||||
Swaps EPP | (654) | (109,444) | (110,098) |
The components of the highly effective offset and the ineffective portion of the variation in the fair value of the derivatives, as well as the reclassification of the amounts referring to the hedges having achieved their competence in the period were recognized as follows:
1. Fair value | ||||||||||||
Item | Dec-08 | Dec-07 | 2. Receivables (payments) |
3. Gain (Loss) in the period, of: |
3.a. Recognized in revenues (expense) |
3.b Recognized in AAP | ||||||
Swaps | (109,444) | 654 | (110,098) | |||||||||
EPP | (109,444) |
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(g) Sensitivity analysis
The financial instruments, including derivatives, may suffer variations in their fair value arising from the fluctuation of commodity prices, foreign exchange rates, interest rates, shares and shares indices, price indices and other variables. The sensitivity evaluation of derivative and non-derivative financial instruments to these variables is shown below.
i) Risk selection
The Company selected the three market risks that may most affect the value of the financial instruments it holds, such as: a) the US dollar-real foreign exchange rate; b) the Yen-Real foreign exchange rate; c) Libor floating interest rate.
For the purposes of the sensitivity analysis to risk, the Company shows currency exposures as if they were independent, that is, without reflecting in the exposure to one foreign exchange rate the risk of variation in other foreign exchange risks that might be indirectly influenced by it.
ii) Scenario selection
Pursuant to CVM instruction 475/08, the Company includes three scenarios in the sensitivity analysis, of which one is probable and two which might represent adverse effects for the Company. In preparing the adverse scenarios, the Company considered only the impact of the variables on the financial instruments, including derivatives, and on the items covered by hedge transactions. It did not take into account the global impact on the Companys operations, such as that involving revaluing of stocks and future income and expenses. Since the Company manages its exchange exposure on a net basis, adverse effects verified when the US dollar rises against the Real can be offset by the opposite effects on the operating results of Braskem.
The probable scenario considered was the one published by the FOCUS study disclosed by the Central Bank of Brazil on December 26, 2008. In the case of the interest rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the CDI. In the case of the foreign exchange rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the US dollar against the Brazilian Real.
The possible adverse and extreme scenarios for the US dollar-Real foreign exchange rate were considered, respectively, a rise of 25% and 50% in the quotation of the dollar in relation to the dollar at the close of 2008.
The possible adverse and extreme scenarios for the Yen-Real foreign exchange rate were considered, respectively, a rise of 25% and 50% in the quotation of the yen in Reais in relation to the yen at the close of 2008.
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The possible adverse and extreme scenarios for the Libor interest rate Libor were considered, respectively, a drop of 25% and 50% in the Libor quotation in relation to its final level in 2008.
The sensitivity amounts in the tables below are the variations in the value of the financial instruments in each scenario, with the exception of table (v), which shows the variations in future cash flows.
iii) Sensitivity to the US Dollar-Real foreign exchange rate
The sensitivity of each financial instrument, including derivatives and the items they cover, to variation in the US DollarReal foreign exchange rate is shown in the table below.
Possible adverse | Extreme adverse | |||||
Instrument | Probable | (25%) | (50%) | |||
Exchange contracts advance | 5,256 | (35,299) | (70,597) | |||
Advances on bills of exchange delivered | 322 | (2,164) | (4,329) | |||
BNDES | 7,545 | (50,667) | (101,333) | |||
Eurobonds | 30,811 | (206,910) | (1,503,664) | |||
Raw material financing | 802 | (5,383) | (10,766) | |||
Investment Funds in foreign currency | (3,994) | 26,820 | 53,640 | |||
Medium-Term Notes | 23,032 | (154,671) | (309,342) | |||
Export prepayments | 84,884 | (570,041) | (1,140,081) | |||
Time Deposits | (19,440) | 130,553 | 261,106 | |||
Treasuries | (12,339) | 82,863 | 165,726 | |||
Pre-payment debt of exports, plus hedge, as follows: | 68,109 | (457,391) | (914,782) | |||
Pre-payment debt | 64,035 | (430,030) | (860,060) | |||
Swap EPP (see (f3).i.b) | 4,074 | (27,361) | (54,722) |
iv) Sensitivity to the Yen-Real foreign exchange rate
The sensitivity of each financial instrument, including derivatives and the items they cover, to variation in the Yen-Real foreign exchange rate is shown in the table below.
Possible adverse | Extreme adverse | |||||
Instrument | Probable | (25%) | (50%) | |||
Financing for projects (NEXI), plus hedge, as follows: | 295 | (1,981) | (3,961) | |||
Debt (NEXI) | 7,286 | (48,928) | (97,856) | |||
Swaps (NEXI) (see (f3).i.a) | (6,991) | 46,947 | 93,895 |
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Sensitivity of future cash flows to floating Libor interest rates
The sensitivity of future interest income and expenses of each financial instrument, including the effect of derivatives and the items they cover is shown in the table below. The figures represent the impact on financial income (expenses) taking into account the average term of the respective instrument.
Possible adverse | Extreme adverse | |||||
Instrument | Probable | (25%) | (50%) | |||
Exchange contracts advance | 364 | (1,863) | (3,691) | |||
Working capital\ Structured Transactions | 4,665 | (23,367) | (45,559) | |||
Raw material financing | 32 | (166) | (330) | |||
Export prepayments | 2,766 | (14,189) | (28,202) | |||
Pre-payment debt of exports, plus hedge, as follows: | ||||||
Pre-payment debt | 3,564 | (18,183) | (35,981) | |||
Swap EPP (see (f3).i.b) | (3,564) | 18,183 | 35,981 |
24 Financial result
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Financial income | ||||||||
Interest revenues | 211,512 | 189,679 | 139,746 | 134,727 | ||||
Monetary variations | 26,088 | 41,663 | 30,758 | 36,906 | ||||
Exchange variations | 379,101 | (805,865) | 466,294 | (825,634) | ||||
Others | 72,533 | 30,851 | 81,788 | 65,209 | ||||
689,234 | (543,672) | 718,586 | (588,792) | |||||
Financial expenses | ||||||||
Interest expenses | (462,457) | (237,252) | (560,099) | (470,266) | ||||
Monetary variations | (228,299) | (221,348) | (214,869) | (213,198) | ||||
Exchange variations | (2,990,885) | 1,383,020 | (3,212,598) | 1,546,720 | ||||
Tax liabilities - SELIC | (89,713) | (107,625) | (90,634) | (114,428) | ||||
Tax expenses | (52,105) | (169,537) | (65,300) | (274,673) | ||||
Discounts granted | (110,137) | (121,972) | (121,850) | (137,622) | ||||
Others | (123,570) | (160,500) | (137,762) | (124,489) | ||||
(4,057,166) | 364,786 | (4,403,112) | 212,044 | |||||
Financial result | (3,367,932) | (178,886) | (3,684,526) | (376,748) | ||||
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25 Other operating income and expenses
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Revenues (expenses) | ||||||||
Rental of facilities and assignment of right of use | 12,236 | 24,318 | 12,236 | 24,318 | ||||
Recovery of taxes | 3,884 | 110,902 | 53,075 | 119,989 | ||||
ICMS PRODESIN incentive | 24,454 | 15,855 | 24,467 | 15,890 | ||||
Other revenues (expenses), net | 13,404 | (23,928) | 3,777 | (28,732) | ||||
53,978 | 127,147 | 86,001 | 131,465 | |||||
26 Other income and expenses, net
Parent company | Consolidated | |||||||
2008 | 2007 | 2008 | 2007 | |||||
Revenues (expenses) | ||||||||
Proceeds for disposal of jointly-controlled entity | 130,502 | 130,502 | ||||||
Gains (losses) on interest in investment | (10,739) | (35,466) | ||||||
Reduction to the recoverable amount of fixed assets | (144,072) | (13,807) | (144,072) | 13,807) | ||||
Provision for fixed loss in investments | (10,241) | (10,220) | ||||||
Write-off of discontinued projects | (10,848) | (10,848) | ||||||
Reversal of gain of contribution of goods in merged company | (42,816) | (42,816) | ||||||
Provision for expenses with disposal of assets | (26,806) | (26,806) | ||||||
Depreciation of paralyzed plants and others | (45,308) | (7,214) | (54,440) | (17,951) | ||||
(149,589) | (31,760) | (158,700) | (67,224) | |||||
27 Insurance cover
Braskem and its subsidiaries have an extensive risk management program that affords cover and protection for all its insurable corporate assets, as well as for losses involving interruption to production, by means of an All Risks-type policy. This policy stipulates the amount for maximum probable damage, considered sufficient to cover any | accidents, bearing in mind the nature of the Companys activity and the advice of its insurance consultants. The policy was renewed, valid for 18 months, and includes the different types of cover listed below:
Coverage: | Braskem | IQ | ||
US$ | ||||
thousand | R$ | |||
Maximum limit of indemnification for inventories, property, plant and | ||||
equipment and loss of profits, per event | 2,000,000 | 71,751 | ||
Insured assets amount | 16,665,983 | 71,751 |
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Additionally, the Company takes out transportation, group life, sundry risks and vehicle insurance. The risk premises adopted are not part of the scope of the audit, and consequently have not been examined by our independent auditors.
28 Trading of shares abroad - NYSE and LATIBEX
(a) New York Stock Exchange (NYSE)
The Companys American Depositary Shares (ADSs) are traded on the NYSE, with the following characteristics:
.. Types of shares: Class A preferred.
.. Each ADS represents 2 shares, traded under the code BAK.
.. Depositary bank abroad: The Bank of New York (BONY) New York branch.
.. Custodian bank in Brazil: Banco Itaú S.A.
(b) LATIBEX
The Companys Class A preferred shares are traded on the LATIBEX, the market for Latin American companies, quoted in Euros on the Madrid Exchange under the code XBRK, and under custody of Banco Itaú S.A. The shares are traded in single lots.
29 Private pension plans
The actuarial obligations relating to the pension and retirement plans are accrued in conformity with the procedures established by CVM Deliberation 371/2000.
(a) PETROS / PREVINOR
In June 2005, the Company informed PETROS - Fundação Petrobras de Seguridade Social of its intention to withdraw sponsorship as from the 30th day of that month. The calculation of the mathematical reserves of the participants was concluded in November of 2006 and sent that same month for approval of the Supplementary Pensions Department (SPC, an entity of the Ministry of Social Security, whose role is to regulate and supervise private pension plans. On December 31, 2008, the plans net assets are greater than the amount of the participants mathematical reserves.
The benefits to those receiving assistance and PETROS retirees will continue to be paid on a regular basis until the conclusion of the process.
In January 2007, the merged company Politeno, sponsor of PREVINOR, notified its withdrawal of sponsorship as from that month. The plan maintained by Politeno is in surplus, and there is no need for disbursement by Braskem.
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(b) ODEPREV
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, under which monthly and sporadic participant contributions and annual and monthly sponsor contributions are accumulated and managed in individual retirement savings accounts.
The Curator Council ODEPREV annually defines in advance the funding plan, the parameters for the contributions by participants and those of the sponsor companies. Regarding payment of the benefits established in the plan, the liabilities of ODEPREV are limited to the total amount of the participants units, and in compliance with the regulations of the defined contribution plan, there is not obligation or responsibility on the part of the sponsor company for guaranteeing minimum benefit levels to participants who take retirement.
On December 31, 2008, the mass of participants in ODEPREV comprises 2,633 active participants (2007 2,512) while the Companys contributions in 2008 were R$ 9,751 (2007 R$ 5,918) and those of the participants R$ 18,752 (2007 R$ 16,453).
(c) Copesul
Merged company Copesul and its employees contribute as maintainers of PETROS in defined benefit pension and retirement plans. In 2008, the rate on the contribution salary was 12.93% on all income of employees covered by the plan. The contributions made by Copesul during 2008 totaled R$ 6,230 (2007 - R$ 5,717).
As contemplated in the regulations of PETROS and applicable legislation, in the event the technical reserves are relatively insufficient, maintainers and participants will contribute additional financial funds, or benefits under the plan will be adapted to the resources available. Since the end of the fiscal year, there has been need for any supplementary contribution by Copesul.
In compliance with CVM Deliberation 371, dated September 13, 2000, the Company undertook an assessment of the actuarial liabilities on December 31, 2008 of the post-employment benefits granted to its employees, using the projected credit unit evaluation method based on actual information incurred up until November 30 of each year, with the following result:
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2008 | 2007 | |||
Fair value of plan assets | 459,268 | 437,417 | ||
Present value of actuarial obligations | 540,039 | 496,774 | ||
Actuarial liabilities | (80,771) | (59,357) | ||
Actuarial liabilities already provisioned | 6,430 | 1,559 | ||
Net actuarial liabilities | (74,341) | (57,798) | ||
Previously identified gains (losses) are related to the profitability of the plans assets differences between the actuarial premises and what actually occurred, and are thus considered actuarial gains (losses). Copesul adopts the policy of recognizing these gains (losses) as income (expense) only when their accrued amounts exceed, in each year, the higher of the following limits: (i) 10% of the present value of the total actuarial liability of the defined benefit and (ii) 10% of the fair value of the plans assets. The portion to be recognized is amortized annually, dividing the amount thereof by the average remaining working life for employees participating in the plan.
The main actuarial premises on balance sheet date are shown below:
2008 | 2007 | |||
Actual discount rate | 6% | 6% | ||
Expected earnings rate on plan assets | 6% | 6% | ||
Wages actual increase | 1.7% up to entry into | 1.7% up to 48 years | ||
retirement | and null after 49 years | |||
Biometrical bases | ||||
Mortality for pension and peculium charges (valid) | AT-2000 | AT-2000 | ||
C.A.P. | C.A.P. | |||
Mortality for pension and peculium charges (invalid) | Experiences (*) | Experiences (*) | ||
Disability | Álvaro Vindas (**) | Álvaro Vindas (**) | ||
Other charges | STEA Experience (***) | STEA Experience (***) | ||
(*) C.A.P. - Retirees and Pensioners Fund used as the basis for developing the mortality table in the actuarial calculations. | ||||
(**) Álvaro Vindas - Tabela de Invalidez (Invalidity Table) used in actuarial calculations. | ||||
(***) STEA - Serviços Técnicos de Estatística e Atuária Ltda. |
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The Board of Directors of Copesul, in May 2003, approved the institution of the Copesul Supplementary Pension Plan known as COPESULPREV, a closed plan under the defined contribution modality. This plan seeks to serve employees not covered by the former PETROS plan, today closed to new entrants. The plan is administered through PETROS - in an independent manner, with no links to any other pension plan managed by that entity today, in compliance with the provisions of Supplementary Law 109/2001. Contributions made by Copesul during 2008 totaled R$ 1,557 (2007 - R$ 1,350).
30 Raw material purchase commitments
The Company has contracts for consumption of electric energy for its industrial plants located in the States of Alagoas, Bahia and Rio Grande do Sul. The minimum annual commitment established in these contracts, with a term of four years, is R$ 248,459.
Braskem purchases naphtha under contracts establishing a minimum annual volume equivalent to R$ 6,991,501 (unaudited), based on the market price practiced on December 31, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 16, 2009
BRASKEM S.A. | |||
By: | /s/ Carlos José Fadigas de Souza Filho | ||
Name: | Carlos José Fadigas de Souza Filho | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.