(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___
PRESENTATION OF FINANCIAL STATEMENTS
|
Page |
|
|
Management’s Report on Internal Controls Over Financial Reporting |
|
Report of Independent Registered Public Accounting Firm |
|
Consolidated Balance Sheets as of December 31, 2011 and 2010 |
1 |
Consolidated Statement of Operations for the years ended December 31, 2011, 2010 and 2009 |
3 |
Consolidated Statement of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009 |
4 |
Consolidated Statement of Changes in Equity for the years ended December 31, 2011 and 2010 |
5 |
Consolidated Statement of Cash Flows for the years ended December 31, 2011, 2010 and 2009 |
6 |
Notes to the Consolidated Financial Statements |
7 |
Braskem S.A. and Its Subsidiaries
Management’s Report on Internal Controls Over Financial Reporting
MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
(a) Management´s report on internal controls over financial reporting
The management of Braskem S.A.("Braskem" or the "Company"), including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined on article 13a-15 (f) according “Exchange Act” of United States of America.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Rules of Financial Reporting - “IFRS” issued by International Accounting Standards Board - “IASB”. The Company´s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company´s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.
As disclosed in Note 5.5 of its consolidated financial statements, during 2011, Braskem acquired the control of the polypropylene businesses from The Dow Chemical Company in the United States and Germany. As provided under Sarbanes – Oxley Act of 2002 and the applicable rules and regulations of the Securities Exchange Commission, management has elected to excluded the polypropylene businesses from The Dow Chemical Company in the United States and Germany from this evaluation and the total assets and net sales of which represent 3.6% and 2.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2011.
Braskem’s management has assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2011 based on the criteria established in Internal Control – “Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on such criteria, Braskem´s management has concluded that, as of December 31, 2011, the Company´s internal control over financial reporting is effective.
(b) Management´s report under deficiencies and recommendations on internal controls over audit report
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 has been audited by PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, as stated in their report which appears herein.
March 13, 2012
By: /s/ Carlos Jose Fadigas de Souza Filho |
|
/s/ Marcela Aparecida Drehmer Andrade |
Name: Carlos José Fadigas de Souza Filho |
|
Name: Marcela Aparecida Drehmer Andrade |
Title: Chief Executive Officer |
|
Title: Chief Financial Officer |
Braskem S.A. and Its Subsidiaries
Independent Auditor’s Report as of December 31, 2011
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Braskem S.A.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Braskem S.A. and its subsidiaries at December 31,2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31,2011, 2010 and 2009 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Braskem S.A. and Its Subsidiaries
Independent Auditor’s Report as of December 31, 2011
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in “Management’s Report on Internal Control over Financial Reporting”, management has excluded the polypropylene businesses acquired from The Dow Chemical Company in the United States and Germany (see note 5.5 to the financial statements) from its assessment of internal control over financial reporting as of December 31, 2011, because they were acquired by the Company in a purchase business combinations during 2011. We have also excluded the polypropylene businesses acquired from The Dow Chemical Company in the United States and Germany from our audit of internal control over financial reporting. The total assets and net sales of the polypropylene businesses acquired from The Dow Chemical Company in the United States and Germany represent 3.6% and 2.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2011.
Salvador, March 13, 2012
/s/ PricewaterhouseCoopers
Auditores Independentes
Braskem S.A. and Its Subsidiaries
Consolidated Balance Sheet
All amounts in thousands of Brazilian reais
|
|||||||
Assets |
Note |
2011 |
2010 | ||||
Current assets |
|||||||
Cash and cash equivalents |
6 |
2,986,819 |
2,624,270 | ||||
Financial investments |
7 |
170,297 |
236,319 | ||||
Trade accounts receivable |
8 |
1,843,756 |
1,894,648 | ||||
Inventories |
9 |
3,623,522 |
3,015,657 | ||||
Taxes recoverable |
11 |
1,036,253 |
698,879 | ||||
Prepaid expenses |
104,496 |
41,620 | |||||
Other receivables |
14 |
406,634 |
228,569 | ||||
|
| ||||||
10,171,777 |
8,739,962 | ||||||
Non-current assets |
|||||||
Financial investments |
7 |
34,752 |
28,706 | ||||
Trade accounts receivable |
8 |
51,056 |
62,303 | ||||
Taxes recoverable |
11 |
1,506,247 |
1,444,401 | ||||
Deferred income tax and social contribution |
23.2 |
1,237,144 |
1,136,685 | ||||
Judicial deposits |
12 |
174,220 |
250,195 | ||||
Related parties |
10 |
58,169 |
53,742 | ||||
Insurance claims |
13 |
252,670 |
40,336 | ||||
Other receivables |
14 |
182,533 |
107,432 | ||||
Investment in associates |
15 |
29,870 |
160,790 | ||||
Other investments |
10,844 |
7,485 | |||||
Property, plant and equipment |
16 |
20,628,187 |
19,366,272 | ||||
Intangible assets |
17 |
3,016,692 |
3,079,182 | ||||
|
| ||||||
27,182,384 |
25,737,529 | ||||||
Total assets |
37,354,161 |
34,477,491 | |||||
The accompanying notes are an integral part of these financial statements.
1
Braskem S.A. and Its Subsidiaries
Consolidated Balance Sheet
All amounts in thousands Brazilian of reais Continued
|
|||||||
Liabilities and equity |
Note |
2011 |
2010 | ||||
Current liabilities |
|||||||
Trade payables |
|
6,847,340 |
5,201,162 | ||||
Borrowings |
19 |
1,391,779 |
1,206,444 | ||||
Debentures |
20 |
|
517,741 | ||||
Hedge operations |
21.2.1 |
83,392 |
50,124 | ||||
Payroll and related charges |
|
242,102 |
360,368 | ||||
Taxes payable |
22 |
329,987 |
390,062 | ||||
Dividends and interest on capital |
29 (h.1) |
4,838 |
419,981 | ||||
Advances from customers |
|
19,119 |
50,344 | ||||
Sundry provisions |
24 |
23,629 |
32,602 | ||||
Other payables |
18 |
119,402 |
233,322 | ||||
|
| ||||||
9,061,588 |
8,462,150 | ||||||
Non-current liabilities |
- |
||||||
Borrowings |
19 |
13,753,033 |
11,004,301 | ||||
Debentures |
20 |
19,102 |
| ||||
Hedge operations |
21.2.1 |
10,278 |
34,433 | ||||
Taxes payable |
22 |
1,613,179 |
1,583,569 | ||||
Related parties |
10 |
44,833 |
31,386 | ||||
Long-term incentives |
25 |
15,213 |
14,442 | ||||
Deferred income tax and social contribution |
23.2 |
1,938,971 |
2,200,538 | ||||
Pension plans |
26 |
149,575 |
123,517 | ||||
Advances from customers |
27 |
218,531 |
| ||||
Sundry provisions |
24 |
298,094 |
362,265 | ||||
Other payables |
18 |
280,546 |
252,604 | ||||
|
| ||||||
18,341,355 |
15,607,055 | ||||||
Equity |
29 | ||||||
Capital |
8,043,222 |
8,043,222 | |||||
Capital reserve |
845,998 |
845,998 | |||||
Revenue reserves |
591,307 |
1,338,908 | |||||
Other comprehensive income |
315,586 |
221,350 | |||||
Treasury shares |
(60,217) |
(59,271) | |||||
|
| ||||||
Total attributable to the shareholders of the Company |
9,735,896 |
10,390,207 | |||||
Non-controlling interest |
2.2 |
215,322 |
18,079 | ||||
|
| ||||||
9,951,218 |
10,408,286 | ||||||
Total liabilities and equity |
37,354,161 |
34,477,491 | |||||
The accompanying notes are an integral part of these financial statements.
2
Braskem S.A. and Its Subsidiaries
Consolidated Statement of Operations
Years ended December 31
All amounts in thousands of Brazilian reais, except for earnings (loss) per share
|
|||||||||
Note |
2011 |
2010 |
2009 | ||||||
Net sales revenue |
31 |
33,176,160 |
25,494,817 |
16,136,070 | |||||
Cost of products sold |
(29,317,951) |
(21,411,775) |
(13,529,696) | ||||||
|
| ||||||||
Gross profit |
3,858,209 |
4,083,042 |
2,606,374 | ||||||
Income (expenses) |
|||||||||
Selling |
(343,655) |
(383,454) |
(298,847) | ||||||
Distribution |
(480,532) |
(335,510) |
(300,735) | ||||||
General and administrative |
(1,025,668) |
(969,929) |
(648,310) | ||||||
Research and development |
(99,083) |
(78,778) |
(63,119) | ||||||
Results from equity investments |
15 (c) |
(1,419) |
20,302 |
3,188 | |||||
Results from business combinations |
5 |
|
975,283 |
102,051 | |||||
Other operating income (expenses), net |
|
33 |
22,053 |
(95,995) |
3,705 | ||||
|
| ||||||||
Operating profit |
1,929,905 |
3,214,961 |
1,404,307 | ||||||
|
|||||||||
Financial results |
34 |
||||||||
Financial expenses |
(3,574,240) |
(1,696,949) |
685,439 | ||||||
Financial income |
769,341 |
369,426 |
(331,330) | ||||||
|
| ||||||||
(2,804,899) |
(1,327,523) |
354,109 | |||||||
Profit (loss) before income tax and |
|||||||||
social contribution |
(874,994) |
1,887,438 |
1,758,416 | ||||||
Current income tax and social contribution |
23.1 |
(18,981) |
(61,536) |
(353,551) | |||||
Deferred income tax and social contribution |
23.1 |
377,136 |
63,583 |
(1,006,374) | |||||
358,155 |
2,047 |
(1,359,925) | |||||||
Profit (loss) for the year |
(516,839) |
1,889,485 |
398,491 | ||||||
Attributable to: |
|||||||||
Company's shareholders |
(525,142) |
1,895,309 |
398,491 | ||||||
Non-controlling interest |
2.2 |
8,303 |
(5,824) |
- | |||||
(516,839) |
1,889,485 |
398,491 | |||||||
Earnings (loss) per share attributable to the shareholders of the Company |
|||||||||
at the end of the year (R$) |
30 |
||||||||
Basic earnings (loss) per share - common |
(0.6580) |
2.7037 |
0.7551 | ||||||
Basic earnings (loss) per share - preferred |
(0.6580) |
2.5904 |
0.7842 | ||||||
Diluted earnings (loss) per share - common |
(0.6577) |
2.7031 |
0.7554 | ||||||
Diluted earnings (loss) per share - preferred |
(0.6577) |
2.5898 |
0.7845 | ||||||
The accompanying notes are an integral part of these financial statements.
3
Braskem S.A. and Its Subsidiaries
Consolidated Statement of Comprehensive Income
Years ended December 31
All amounts in thousands of Brazilian reais
|
|||||||||
Note |
2011 |
2010 |
2009 | ||||||
Profit (loss) for the year |
(516,839) |
1,889,485 |
398,491 | ||||||
Other comprehensive income or loss: |
|||||||||
Available for sale financial assets |
|
58 |
(10,722) | ||||||
Cash flow hedge |
21.2.2 |
45,034 |
6,032 |
42,794 | |||||
Foreign currency translation adjustment |
56,809 |
(79,346) |
|||||||
Income tax and social contribution related to |
|
|
|
||||||
components of comprehensive income |
21.2.2 |
(2,458) |
6,793 |
3,851 | |||||
|
|
| |||||||
Total other comprehensive income or loss |
99,385 |
(66,463) |
35,923 | ||||||
Total comprehensive income or loss for the year |
(417,454) |
1,823,022 |
434,414 | ||||||
Attributable to: |
|||||||||
Company's shareholders |
(427,935) |
1,829,057 |
434,414 | ||||||
Non-controlling interest |
10,481 |
(6,035) |
|||||||
|
|
| |||||||
(417,454) |
1,823,022 |
434,414 | |||||||
The accompanying notes are an integral part of these financial statements.
4
Braskem S.A. and Its Subsidiaries
Consolidated Statement of Changes in Equity
All amounts in thousands of Brazilian reais
Attributed to shareholders' interest |
|||||||||||||||||||||||||
Revenue reserves |
|||||||||||||||||||||||||
Note |
Capital |
Capital reserve |
Legal reserve |
Tax incentives |
Unrealized profit reserve |
Additional dividends proposed |
Other comprehensive Income |
Treasury shares |
Retained earnings (accumulated deficit) |
Total Braskem shareholders' interest |
Non-controlling Interest |
Total shareholders' equity | |||||||||||||
At December 31, 2009 |
5,473,181 |
416,675 |
- |
- |
- |
- |
314,838 |
(10,376) |
(1,215,674) |
4,978,644 |
- |
4,978,644 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Comprehensive income for the year: |
|||||||||||||||||||||||||
Profit for the year |
1,895,309 |
1,895,309 |
(5,824) |
1,889,485 | |||||||||||||||||||||
Fair value of financial assets, net of taxes |
38 |
38 |
38 | ||||||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
12,845 |
12,845 |
12,845 | ||||||||||||||||||||||
Foreign currency translation adjustment |
- |
- |
- |
- |
- |
- |
(79,135) |
- |
- |
(79,135) |
(211) |
(79,346) | |||||||||||||
(66,252) |
1,895,309 |
1,829,057 |
(6,035) |
1,823,022 | |||||||||||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
- |
- |
- |
- |
- |
- |
(27,236) |
- |
27,236 |
- |
- |
- | |||||||||||||
(27,236) |
27,236 |
||||||||||||||||||||||||
Contributions and distributions to shareholders: |
|||||||||||||||||||||||||
Capital increase |
2,570,041 |
1,479,294 |
4,049,335 |
4,049,335 | |||||||||||||||||||||
Treasury shares |
(48,892) |
(48,892) |
(48,892) | ||||||||||||||||||||||
Purchase of treasury shares |
(3) |
(3) |
(3) | ||||||||||||||||||||||
Expired dividends / other |
(2,650) |
(2,650) |
(2,650) | ||||||||||||||||||||||
Absorption of losses |
(1,061,871) |
1,061,871 |
|||||||||||||||||||||||
Tax incentives |
11,900 |
(11,900) |
|||||||||||||||||||||||
Legal reserve |
87,710 |
(87,710) |
|||||||||||||||||||||||
Minimum mandatory dividends |
(415,284) |
(415,284) |
(415,284) | ||||||||||||||||||||||
Additional dividends proposed |
250,346 |
(250,346) |
|||||||||||||||||||||||
Unrealized profit reserves |
995,505 |
(995,505) |
|||||||||||||||||||||||
Tax incentives reserve |
5,347 |
(5,347) |
|||||||||||||||||||||||
Acquisition of non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
24,114 |
24,114 | |||||||||||||
2,570,041 |
429,323 |
87,710 |
5,347 |
995,505 |
250,346 |
- |
(48,895) |
(706,871) |
3,582,506 |
24,114 |
3,606,620 | ||||||||||||||
At December 31, 2010 |
8,043,222 |
845,998 |
87,710 |
5,347 |
995,505 |
250,346 |
221,350 |
(59,271) |
- |
10,390,207 |
18,079 |
10,408,286 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Comprehensive income for the year: |
|||||||||||||||||||||||||
Loss for the year |
(525,142) |
(525,142) |
8,303 |
(516,839) | |||||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
21.2.2 |
42,576 |
42,576 |
42,576 | |||||||||||||||||||||
Foreign currency translation adjustment |
- |
- |
- |
- |
- |
- |
54,631 |
- |
- |
54,631 |
2,178 |
56,809 | |||||||||||||
97,207 |
(525,142) |
(427,935) |
10,481 |
(417,454) | |||||||||||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||||||
Deemed cost of jointly-controlled subsidiary, net |
22,079 |
22,079 |
22,079 | ||||||||||||||||||||||
Realization of deemed cost of jointly-controlled subsidiary, net of taxes |
(920) |
920 |
|||||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
- |
- |
- |
- |
- |
- |
(27,236) |
- |
27,236 |
- |
- |
- | |||||||||||||
(6,077) |
28,156 |
22,079 |
22,079 | ||||||||||||||||||||||
Contributions and distributions to shareholders: |
|||||||||||||||||||||||||
Capital increase of non-controlling interest |
86,634 |
86,634 | |||||||||||||||||||||||
Payment of additional dividends proposed |
29 (h.1) |
(250,346) |
(250,346) |
(250,346) | |||||||||||||||||||||
Tax incentives |
(800) |
(800) |
(800) | ||||||||||||||||||||||
Gain (loss) on interest in subsidiary |
3,106 |
3,106 |
(3,106) |
||||||||||||||||||||||
Acquisition of non-controlling interest - Cetrel |
2.2 |
103,503 |
103,503 | ||||||||||||||||||||||
Expired dividends / other |
531 |
531 |
(269) |
262 | |||||||||||||||||||||
Absorption of losses |
29 (e) |
(496,455) |
496,455 |
||||||||||||||||||||||
Additional dividends proposed |
29 (e) |
(482,593) |
482,593 |
||||||||||||||||||||||
Repurchase of treasury shares |
29 (g) |
- |
- |
- |
- |
- |
- |
- |
(946) |
(946) |
- |
(946) | |||||||||||||
- |
- |
- |
(800) |
(979,048) |
232,247 |
3,106 |
(946) |
496,986 |
(248,455) |
186,762 |
(61,693) | ||||||||||||||
At December 31, 2011 |
8,043,222 |
845,998 |
87,710 |
4,547 |
16,457 |
482,593 |
315,586 |
(60,217) |
- |
9,735,896 |
215,322 |
9,951,218 | |||||||||||||
The accompanying notes are an integral part of these financial statements.
5
Braskem S.A. and Its Subsidiaries
Statement of Cash Flows
Years ended December 31
All amounts in thousands of reais
|
|||||||
2011 |
2010 |
2009 | |||||
Profit (loss) before income tax and social contribution |
(874,994) |
1,887,438 |
1,758,416 | ||||
Adjustments for reconciliation of profit (loss) |
|||||||
Depreciation, amortization and depletion |
1,721,428 |
1,606,354 |
1,038,061 | ||||
Results from equity investments |
1,419 |
(20,302) |
(3,188) | ||||
Results from business combinations |
|
(975,283) |
(102,051) | ||||
Interest and monetary and exchange variations, net |
2,292,498 |
413,194 |
(1,108,058) | ||||
Other |
2,302 |
47,209 |
99,447 | ||||
|
|
| |||||
3,142,653 |
2,958,610 |
1,682,627 | |||||
Changes in operating working capital |
|||||||
Held-for-trading financial investments |
90,953 |
79,764 |
8,351 | ||||
Trade accounts receivable |
365,901 |
184,442 |
(1,044,263) | ||||
Inventories |
(382,465) |
(382,285) |
1,035,140 | ||||
Taxes recoverable |
(311,021) |
622,167 |
94,372 | ||||
Prepaid expenses |
(62,531) |
(5,062) |
44,295 | ||||
Other receivables |
(356,253) |
1,730 |
(41,577) | ||||
Trade payables |
1,325,977 |
683,639 |
(1,073,838) | ||||
Taxes payable |
(52,134) |
(601,878) |
501,718 | ||||
Long-term incentives |
771 |
6,733 |
(2,744) | ||||
Advances from customers |
187,306 |
(38,424) |
(19,218) | ||||
Sundry provisions |
(74,402) |
21,128 |
(17,669) | ||||
Other payables |
(212,133) |
177,901 |
50,116 | ||||
|
|
| |||||
Cash from operations |
3,662,622 |
3,708,465 |
1,217,310 | ||||
Interest paid |
(802,427) |
(929,481) |
(594,676) | ||||
Income tax and social contribution paid |
(82,695) |
(58,617) |
(23,970) | ||||
|
|
| |||||
Net cash generated by operating activities |
2,777,500 |
2,720,367 |
598,664 | ||||
Proceeds from the sale of fixed assets and investments |
23,958 |
1,781 |
2,949 | ||||
Proceeds from the capital reduction of associates |
6,600 |
|
|||||
Acquisitions of investments in subsidiaries and associates |
(619,207) |
(939,427) |
1,464 | ||||
Acquisitions to property, plant and equipment |
(2,252,491) |
(1,689,006) |
(811,740) | ||||
Acquisitions of intangible assets |
(11,474) |
(17,042) |
| ||||
Held-for-trading and available for sale financial investments |
(13,856) |
256,113 |
(17,346) | ||||
|
|
| |||||
Net cash used in investing activities |
(2,866,470) |
(2,387,581) |
(824,673) | ||||
Short-term and long-term debt |
|||||||
Obtained borrowings |
7,122,632 |
5,860,561 |
3,506,989 | ||||
Payment of borrowings |
(6,042,644) |
(10,013,753) |
(3,010,705) | ||||
Related parties |
|||||||
Obtained loans |
|
|
|||||
Payment of loans |
|
|
|||||
Dividends paid |
(664,851) |
(107) |
(956) | ||||
Non-controlling interests in subsidiaries |
76,406 |
|
|||||
Repurchase of shares |
(946) |
(3) |
|||||
Capital increase |
|
3,764,971 |
|||||
Other |
4,147 |
|
|||||
|
|
| |||||
Net cash provided by (used in) financing activities |
494,744 |
(388,331) |
495,328 | ||||
Exchange variation on cash of foreign subsidiaries |
(117,030) |
(3,253) |
- | ||||
|
|
| |||||
Increase (decrease) in cash and cash equivalents |
288,744 |
(58,798) |
269,319 | ||||
Represented by |
|||||||
Cash and cash equivalents at the beginning of the year |
2,698,075 |
2,683,068 |
2,413,749 | ||||
Cash and cash equivalents at the end of the year |
2,986,819 |
2,624,270 |
2,683,068 | ||||
|
|
| |||||
Increase (decrease) in cash and cash equivalents |
288,744 |
(58,798) |
269,319 | ||||
The accompanying notes are an integral part of these financial statements.
6
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
1 Operations
Braskem S.A. together with its subsidiaries and jointly-controlled subsidiaries (“Braskem” or “Company”) is a publicly-held corporation headquartered in Camaçari, State of Bahia, which operates 35 industrial units, 28 of which are located in the Brazilian states of Alagoas, Bahia, Rio de Janeiro, Rio Grande do Sul and São Paulo, five are located in the United States, in the states of Pennsylvania, Texas and West Virginia and two are located in Germany. These units produce basic petrochemicals - such as ethylene, propylene butadiene, toluene, xylene and benzene, as well as gasoline and LPG (Liquefied Petroleum Gas) – and thermoplastic resins – polyethylene, polypropylene and polyvinyl chloride (“PVC”). Additionally, Braskem is also engaged in the import and export of chemicals, petrochemicals and fuels, the production, supply and sale of utilities such as steam, water, compressed air, industrial gases, as well as the provision of industrial services and the production, supply and sale of electric energy for its own use and use by other companies. Braskem also invests in other companies, either as a partner or shareholder.
Braskem is controlled by Odebrecht S.A. (“Odebrecht”), which directly and indirectly holds a 50.1% and a 38.1% interest in its voting and total capital, respectively.
(a) Significant operational events
In May 2009, the Company’s management announced the suspension of production of caprolactam and the temporary closure of the industrial plant in Camaçari. This decision was based on an evaluation of the business, taking into account the market difficulties for caprolactam in Brazil experienced in the last few years, as well as the impact of the recent global economic financial crisis. At that time the Company recorded an impairment provision for this plant in the amount of R$ 29,600, representing the total net book value of machinery, equipment and installations for the production of caprolactam, which cannot be used in the event of resumption in production. There were no changes in 2011 and 2010 related to this matter. Company management is monitoring developments in the market for caprolactam before making any final decision on this matter.
In September 2010, the management of the subsidiary Braskem PP Americas, Inc ("Braskem America") decided to suspend a polypropylene production line at the plant located in the State of Texas. The key factors driving this decision were the line's outdated technology, high production cost, and low production capacity. Braskem America will keep the production of polypropylene in other lines of that plant without affecting its total production of other resins. The residual carrying amount of this production line on December 31, 2011 and 2010 equals zero.
On September 24, 2010, the Company inaugurated an ethanol-derived ethylene unit at the Triunfo Petrochemical Complex, which will produce 200,000 metric tons of green polyethylene per year. With this new unit, the Company now supplies resin from renewable sources, diversifying its competitive raw material sources. The cost of the investment was R$ 482,053.
In December 2011, Sunoco Chemicals, Inc. (“Sunoco Chemicals”) announced that as from the second half of 2012 it will shut down, permanently, the activities of its refinery, which is one of the suppliers of raw materials to the polypropylene plant of the subsidiary Braskem America located in the State of Pennsylvania. The annual production capacity of this plant is 350,000 metric tons and the residual book value on December 31, 2011 is US$ 94,303 (R$ 176,894).
The agreement for the purchase of this polypropylene plant entered into with Sunoco Chemicals itself in 2010 provides for an indemnity to Braskem in the event of an interruption in the supply of raw materials that exceeds the residual book value mentioned above.
7
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Despite this guarantee, Braskem’s management is analyzing economically viable ways for the supply of inputs to its industrial unit. The plant is still operating at normal levels with the supply coming from other sources and from Sunoco Chemicals itself, which has been supplementing the supply through its refinery in Philadelphia.
(b) Corporate events
Since its creation on August 16, 2002, Braskem has been undergoing an extensive corporate restructuring process, which has been disclosed to the market in the form of “Material Fact” notices. The main events in 2010 and 2011 are summarized below:
(b.1) Quattor
On January 22, 2010, Braskem announced the completion of the negotiations for the acquisition of Quattor Participações S.A. (“Quattor”), currently named Braskem Qpar S.A. (“Braskem Qpar”), by means of an Investment Agreement entered into on that date between Odebrecht, Petróleo Brasileiro S.A. – PETROBRAS (“Petrobras”), Braskem and Unipar – União de Indústrias Petroquímicas S.A. (“Unipar”). The agreement allowed Petrobras to consolidate its main petrochemical assets in the Company.
Also, as a result of the Investment Agreement, the Company has the preemptive right to participate as a partner in the projects of the Petrochemical Complex in the State of Rio de Janeiro - COMPERJ - and the Petrochemical Complex of Suape, in the State of Pernambuco.
The Investment Agreement was approved without restrictions on February 23, 2011 by the Brazilian antitrust agency (“CADE”).
All stages of the Investment Agreement had already been implemented by September 30, 2010, as follows:
(i) In December 2009, the holding company BRK Investimentos Petroquímicos S.A. (“BRK”) was created, in which all the common shares issued by Braskem and held by Odebrecht and Petrobras were subsequently concentrated.
(ii) In April 2010, Odebrecht and Petrobras completed a capital increase in BRK in the amount of R$ 3,500,000 through the payment of new shares in cash.
(iii) On April 14, 2010, the Board of Directors approved an increase of the Company’s capital in the form of a private subscription, which resulted in the payment of 243,206,530 common shares and 16,697,781 class A preferred shares, at the price of R$ 14.40 each, totaling R$ 3,742,622. Of this amount, R$ 2,378,742 was allocated to capital and R$ 1,363,880 to the capital reserve account (Note 29(a)).
(iv) On April 27, 2010, the Company announced by means of a Material Fact, the acquisition from Unipar of shares representing 60% of Quattor’s voting and total capital by means of the payment of R$ 659,454 in cash. On April 30, 2010, Quattor held the following investments:
8
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(v) On May 10, 2010, the Company announced to the market the acquisition, from Unipar, of 100% of the shares of Unipar Comercial e Distribuidora (“Unipar Comercial”) and the shares representing 33.33% of the total capital of Polibutenos S.A. Indústrias Químicas (“Polibutenos”) by means of the payment in cash of R$ 27,104 and R$ 22,362, respectively.
On May 31, 2010, the Company acquired from Chevron Oronite do Brasil ("Chevron"), shares representing 33.33% of the total capital of Polibutenos for R$ 22,482. With the acquisitions from Unipar and Chevron, the Company became the direct and indirect holder of 100% of Polibutenos' capital.
In accordance with the accounting practices adopted in the preparation of these financial statements (Note 2), the acquisitions of Quattor and Unipar Comercial represented business combinations under International Financial Reporting Standards (“IFRS”) 3, and the effects of which are stated in Note 5.
(vi) On June 18, 2010, the Company’s Extraordinary General Shareholders’ Meeting approved the merger of Quattor (current Braskem Qpar) shares held by Petrobras, which represented 40% of the total and voting capital of that subsidiary. The carrying amount of the merged net assets on March 31, 2010 amounted to R$ 199,356. Of this amount, R$ 164,744 was allocated to capital and R$ 34,612, to the capital reserve account. In this operation, 18,000,087 common shares were issued based on the exchange ratio of 0.18855863182 share of the Company for each share of Quattor, as determined in economic appraisal reports of the companies prepared by an independent appraiser. With this merger, the Company became the holder of 100% of the total and voting capital of Quattor.
9
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(vii) On June 24, 2010, Quattor’s Extraordinary General Shareholders’ Meeting approved a capital increase of R$ 4,014,128, without the issue of new shares. The capital increase was paid up using advances for future capital increase previously made by the Company. Additionally, on June 29, 2010, the Extraordinary General Shareholders’ Meeting of Quattor approved a R$ 2,578,372 reduction in its capital stock, without the cancellation of shares and with return to the Company, its sole shareholder, of all the investments in Rio Polímeros S.A. (“Riopol”) and Quattor Petroquímica S.A. (“Quattor Petroquímica”), which is currently named Braskem Petroquímica S.A. (“Braskem Petroquímica”).
(viii) On August 9, 2010, BNDES Participações S.A. (“BNDESPAR”) exercised its put option for the shares of Riopol, equivalent to 25% of the total capital of this subsidiary. Braskem acquired 190,784,674 common shares and 30 preferred shares of Riopol for R$ 209,951 (60% of the shares held by BNDESPAR). The acquisition corresponds to 15% of the capital stock of Riopol and Braskem became the direct and indirect holder of 90% of the capital of this subsidiary.
The amount of this acquisition will be paid in three installments adjusted based on the Long-Term Interest Rate (“TJLP”) (Note 18), as follows:
a. On June 11, 2015, corresponding to 15% of the total amount;
b. On June 11, 2016, corresponding to 35% of the total amount;
c. On June 11, 2017, corresponding to 50% of the total amount.
(ix) On August 30, 2010, the Company’s Extraordinary General Shareholders’ Meeting approved the merger of Riopol shares, converting Riopol into a wholly-owned subsidiary. The carrying amount of the merged net assets on March 31, 2010, the base date of the operation, amounted to R$ 103,087. Of this amount, R$ 22,285 was allocated to capital and R$ 80,802, to the capital reserve account. In this transaction, 2,434,890 class A preferred shares were issued, based on an exchange ratio of 0.010064743789 share of the Company for each Riopol share, as determined in economic appraisal reports of the companies, prepared by an independent appraiser.
Due to this merger of shares, Braskem’s subsidiary Quattor Petroquímica (current Braskem Petroquímica), which held 9.02% of Riopol's capital, received shares of the Company. In the consolidated financial statements, these shares, which result in mutual interest, are accounted for as "treasury shares" (Note 29(a)).
(x) On September 1, 2010, the Extraordinary General Shareholders’ Meeting of Quattor approved the merger of the companies listed below. The net assets of the merged companies were appraised at carrying amount at June 30, 2010 (the base date of the operation).
a. Quattor Química S.A (“Quattor Química”)
On the date of the merger, Quattor Química's capital was held by Quattor (94.11%) and Quattor Petroquímica (5.89%). The exchange ratio of Quattor Química shares for Quattor shares was determined based on the equity of both companies at June 30, 2010, the base date of the operation, resulting in a capital increase of R$ 58,231 with the issue of 7,538,949 common shares that were delivered to Quattor Petroquímica.
10
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
b. Polibutenos
On the date of the merger, Polibutenos's capital was held by Quattor (33.33%) and the Company (66.67%). The exchange ratio of Polibutenos shares for Quattor shares was determined based on the equity of both companies at June 30, 2010, the base date of the operation, resulting in a capital increase of R$ 13,032 with the issue of 1,687,179 common shares that were delivered to the Company.
c. Mauá Resinas S.A. (“Mauá Resinas”) and Norfolk Distribuidora Ltda. (“Norfolk”)
On the date of the merger, Mauá Resinas and Norfolk were wholly-owned subsidiaries of Quattor and this is why there was no capital increase or issue of shares by the merging company.
(xi) On May 26, 2010, the Company filed with CVM the request for the registration of a public offering for the acquisition of 7,688 common shares and 1,542,006 preferred shares of Quattor Petroquímica held by its non-controlling shareholders as a result of the change in the control of this subsidiary. The shares subject to the offering correspond to 0.68% of the total capital of Quattor Petroquímica. On October 28, 2010, CVM’s board approved the public offering.
The offering was completed and settled on December 16, 2010. The total number of shares acquired through the public offering was 224,968, and 1,324,726 preferred shares remained outstanding. The outstanding shares stated at carrying amount on March 31, 2010 were merged into the Company, resulting in an increase in its capital of R$ 4,270, which was subscribed and paid-up by Quattor Petroquímica’s shareholders. In this transaction, 398,175 class A preferred shares were issued based on an exchange ratio of 0.300571316385725 share of the Company for each share of Quattor Petroquímica, as determined in economic appraisal reports of the companies, prepared by an independent appraiser.
This operation was approved by the Extraordinary General Shareholders’ Meetings of the Company and of the subsidiary Quattor Petroquímica on December 27, 2010 in accordance with the disclosure in a Material Fact notice on December 7, 2010.
CVM, by means of an official letter dated February 3, 2011, approved the cancelation of the registration of Quattor Petroquímica to trade shares on stock exchanges that was requested by the Company on January 28, 2011.
On January 3, 2011, the shareholders of IQ Soluções & Química S.A. (“Quantiq”) approved the merger of Unipar Comercial. The merger resulted in an increase in the capital of Quantiq by R$ 38,710, from R$ 61,141 to R$ 99,851 without the issue of new shares. Such increase was based on the equity of Unipar Comercial on November 30, 2010 (base date of the operation), under the terms and conditions established in the “Protocol and Justification” dated December 27, 2010.
11
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
On December 31, 2011, the Company’s interest in the acquired companies is stated in the flowchart below:
(b.2) Sunoco Chemicals
On February 1, 2010, Braskem announced that its subsidiary Braskem America, Inc. (“Braskem America Inc.”) entered into, on that date, an agreement for the purchase and sale of shares with Sunoco Inc., an U.S. oil company, by means of which Braskem America Inc. acquired 100% of the shares representing the voting and total capital of Sunoco Chemicals, Inc. (“Sunoco Chemicals”) for US$ 350.7 million, equivalent to R$ 620,838. Sunoco Chemicals has an annual installed capacity of 950,000 metric tons of polypropylene distributed over three plants located in the states of Pennsylvania, West Virginia and Texas.
The transaction was completed on April 1, 2010 after full payment was made. On the same date, the name of Sunoco Chemicals was changed to Braskem PP Americas, Inc. (“PP Americas”).
In accordance with the accounting practices adopted in the preparation of these financial statements (Note 2), this acquisition represented a business combination under IFRS 3, and the effects of which are stated in Note 5.
On January 1, 2011, the parent company Braskem America Inc. was merged into its subsidiary Braskem PP Americas Inc. On the same date, the corporate name of Braskem PP Americas, Inc. was changed to Braskem America Inc. (“Braskem America”).
(b.3) Braskem Idesa
In November 2009, Braskem and the IDESA Sociedad Anónima de Capital Variable Group (“IDESA”), a traditional Mexican petrochemical company, announced that they won a bidding process in Mexico for the implementation of a petrochemical project using ethane in the region of Veracruz by means of an agreement for the supply, by Pemex-Gas y Petrouímica Básica (subsidiary of Petróleos Mexicanos), of 66,000 barrels/day of this input for a period of 20 years. As a result of this bidding process, Braskem and IDESA signed a Memorandum of Understanding and formalized, on February 23, 2010, a final agreement that comprises an investment commitment by Braskem and IDESA for (i) the construction of an ethane cracker to produce 1 million metric tons of ethane a year; and (ii) the construction of three polyethylene plants for the production of 1 million metric tons of resins a year. The project is called Ethylene XXI and the expected investment is US$ 3 billion (Capital expenditure – Capex). The works are expected to be completed and the units are expected to be operational in the first half of 2015.
12
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The corporate name of this new company is Braskem Idesa, Sociedad Anónima Promotora de Inversión (“Braskem Idesa”) and its total and voting capital is held by the Company, 65% and Etileno XXI, Sociedad Anónima de Capital Variable, 35%.
In December 2011, Braskem Idesa’s capital amounts to Mex$ 2,220,174 thousand (R$ 293,320).
(b.4) Other events
(i) On April 30, and May 5, 2009, the Extraordinary General Shareholders’ Meetings held by Braskem and Petroquímica Triunfo S.A. (“Triunfo”), respectively, approved the merger of Triunfo into the Company. The net assets merged, at book value, totaled R$ 117,990. A total of 13,387,157 preferred shares class “A” were issued by Braskem and delivered to shareholders of Triunfo at an exchange ratio of 0.210428051882238 share of Braskem for each share of Triunfo. This acquisition represents a business combination, as per IFRS 3 and its effects are presented in Note 5.
(ii) On June 1, 2010, Braskem approved the spin-off of its subsidiary Varient Distribuidora de Resinas Ltda. (“Varient”) and the merger of the spun-off portion by the new subsidiary called Alcacer Distribuidora de Resinas Ltda. (“Alcacer”). On the same date, the Company completed the negotiations for the sale of these two subsidiaries for the total amount of R$ 12,700.
(iii) On December 17, 2010, the Extraordinary General Shareholders’ Meeting held by Braskem approved the merger of Companhia Alagoas Industrial - Cinal (“Cinal”) into the Company based on its equity as of September 30, 2010, amounting to R$ 27,834, in accordance with the terms and conditions set forth in the protocol and justification dated November 29, 2010. There were no changes in the value of the Company’s capital since the Company is the only shareholder of Cinal.
(iv) On May 25, 2011, the Company entered into a private instrument for the purchase and sale of quotas by means of which all the quotas of the subsidiary ISATEC – Pesquisa, Desenvolvimento e Análises Ltda. (“ISATEC”) were sold for R$ 1,100.
(v) On July 7, 2011 the company Braskem America Finance, a wholly-owned subsidiary of Braskem America, was incorporated for the purposes of raising funds in the international financial market. Braskem America Finance was the issuer of the US$ 500 million bond issued on July 19, 2011 (Note 19).
(vi) On August 25, 2011, the company Braskem Europe GmbH (“Braskem Alemanha”), a wholly-owned subsidiary of Braskem Netherlands B.V. (“Braskem Holanda”), current name of Braskem Europe B.V., was incorporated for the purpose of producing, trading, distributing, importing and exporting chemical and petrochemical products and conducting research and development in the area of such products, among other things. The assets acquired in the business combination of The Dow Chemical (“Dow Chemical”) in Germany were recorded in this subsidiary as from October 2011 (Note 5).
13
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(c) Effect of foreign exchange variation
Braskem has assets and liabilities denominated in foreign currency, particularly in U.S. dollars, such as financial investments, trade accounts receivable, inventories, trade payables and borrowings, which were translated into Brazilian reais at the commercial sell rate disclosed by the Central Bank of Brazil on December 30, 2011, of US$ 1.00 to R$ 1.8758 (US$ 1.00 to R$ 1.6662 on December 31, 2010). The appreciation of the Brazilian real in relation to the U.S. dollar in 2011 was 12.58% (2010 – the Brazilian real appreciated 4.31% in relation to the U.S. dollar).
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the years presented.
2.1 Basis of preparation and presentation of the financial statements
The financial statements have been prepared under the historical cost convention and were adjusted, when necessary, to reflect the fair value of assets and liabilities.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.
The consolidated financial statements have been prepared and are being presented in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
2.2 Basis of consolidation
The consolidation process provided for in pronouncement IAS 27 corresponds to the sum of balance sheet accounts and profit and loss, in addition to the following eliminations:
a) the investments of the Company in the equity of subsidiaries, jointly-controlled subsidiaries and specific purpose entities;
b) balance sheet accounts between companies;
c) income and expenses arising from commercial and financial operations carried out between companies; and
d) the portions of profit (loss) for the year and assets that correspond to unrealized gains and losses on transactions between companies.
14
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The consolidated financial statements comprise the financial statements of the Braskem S.A. and the following subsidiaries:
Total interest - % | |||||||||
Headquarters |
|||||||||
(Country) |
2011 |
2010 | |||||||
Direct and Indirect subsidiaries |
|||||||||
Braskem America, Inc. (“Braskem America Inc”) |
(i) |
USA |
- |
100.00 | |||||
Braskem America, Inc. (“Braskem America”) |
(ii) |
USA |
100.00 |
100.00 | |||||
Braskem America Finance Company ("Braskem America Finance") |
(iii) |
USA |
100.00 |
- | |||||
Braskem Argentina S.A. (“Braskem Argentina”) |
(iv) |
Argentina |
100.00 |
100.00 | |||||
Braskem Chile Ltda. (“Braskem Chile”) |
0 |
Chile |
100.00 |
100.00 | |||||
Braskem Distribuidora Ltda.(“Braskem Distribuidora”) |
0 |
Brazil |
100.00 |
100.00 | |||||
Braskem Netherlands B.V (“Braskem Holanda”) |
(v) |
Netherlands |
100.00 |
100.00 | |||||
Braskem Europe GmbH ("Braskem Alemanha") |
(vi) |
Germany |
100.00 |
- | |||||
Braskem Finance Limited (“Braskem Finance”) |
0 |
Cayman Islands |
100.00 |
100.00 | |||||
Braskem Idesa S.A.P.I (“Braskem Idesa") |
0 |
Mexico |
65.00 |
65.00 | |||||
Braskem Idesa Servicios S.A. de CV ("Braskem Idesa Serviços") |
(vii) |
Mexico |
65.00 |
- | |||||
Braskem Importação e Exportação Ltda. (“Braskem Importação”) |
0 |
Brazil |
100.00 |
100.00 | |||||
Braskem Incorporated Limited (“Braskem Inc”) |
0 |
Cayman Islands |
100.00 |
100.00 | |||||
Braskem México, S de RL de CV (“Braskem México”) |
0 |
Mexico |
100.00 |
100.00 | |||||
Braskem Participações S.A. (“Braskem Participações”) |
0 |
Brazil |
100.00 |
100.00 | |||||
Braskem Petroquímica S.A. (“Braskem Petroquímica”) |
(viii) |
Brazil |
100.00 |
100.00 | |||||
Braskem Petroquímica Chile Ltda. (“Petroquímica Chile”) |
0 |
Chile |
100.00 |
100.00 | |||||
Braskem Qpar S.A. (“Braskem Qpar”) |
(xi) |
Brazil |
100.00 |
100.00 | |||||
Cetrel S.A. ("Cetrel") |
(ix) |
Brazil |
54.09 |
53.72 | |||||
Commom Industries Ltd. (“Commom”) |
0 |
British Virgin Islands |
100.00 |
100.00 | |||||
Ideom Tecnologia Ltda. (“Ideom”) |
0 |
Brazil |
100.00 |
100.00 | |||||
IQ Soluções & Química S.A.(“Quantiq”) |
0 |
Brazil |
100.00 |
100.00 | |||||
IQAG Armazéns Gerais Ltda. (“IQAG”) |
Brazil |
100.00 |
100.00 | ||||||
ISATEC–Pesquisa, Desenv. e Análises Quím.Ltda. (“ISATEC”) |
(x) |
Brazil |
- |
100.00 | |||||
Lantana Trading Co. Inc. (“Lantana”) |
0 |
Bahamas |
100.00 |
100.00 | |||||
Norfolk Trading S.A. (“Norfolk”) |
0 |
Uruguay |
100.00 |
100.00 | |||||
Politeno Empreendimentos Ltda. (“Politeno Empreendimentos”) |
0 |
Brazil |
100.00 |
100.00 | |||||
Rio Polímeros S.A. (“Riopol”) |
0 |
Brazil |
100.00 |
100.00 | |||||
Unipar Comercial e Distribuidora S.A. (“Unipar Comercial”) |
(xii) |
Brazil |
- |
100.00 | |||||
Jointly-controlled subsidiaries |
|||||||||
Refinaria de Petróleo Riograndense S.A. (“RPR”) |
0 |
Brazil |
33.20 |
33.20 | |||||
Polietilenos de America S.A.(“Polimerica”) |
0 |
Venezuela |
49.00 |
49.00 | |||||
Polipropileno Del Sur S.A.(“Propilsur”) |
0 |
Venezuela |
49.00 |
49.00 | |||||
Specific Purpose Entity ("SPE") |
|||||||||
Fundo de Investimento Multimercado Crédito Privado Sol (“FIM Sol”) |
0 |
Brazil |
100.00 |
100.00 | |||||
|
|
|
|
|
|
|
|
|
|
(i) |
Merged into Braskem PP Americas Inc. in January 2011 (Note 1 (b.2)). | ||||||||
(ii) |
This company's name was changed from Braskem PP Americas Inc. to Braskem America Inc. after the merger of its parent (Note 1 (b.2)). | ||||||||
(iii) |
Company created in February 2011. | ||||||||
(iv) |
This company's name was changed from Braskem Petroquímica S.A. to Braskem Argentina S.A. | ||||||||
(v) |
This company's name was changed from Braskem Europe B.V to Braskem Netherlands B.V. | ||||||||
(vi) |
Company created in August 2011. | ||||||||
(vii) |
Company created in February 2011. | ||||||||
(viii) |
This company's name was changed from Quattor Petroquímica S.A. to Braskem Petroquímica S.A. | ||||||||
(ix) |
Cetrel started to be fully consolidated by Braskem as from the quarterly information for the period ended June 30, 2011 based on a new interpretation of that subsidiary's bylaws, which, according to the opinion of the Company's external legal advisors, establishes control by the Company. The consolidated quarterly in information for the prior periods was not restated due to the immateriality of Cetrel to the Company's financial information as a whole. | ||||||||
(x) |
Company sold in May 2011 (Note 1 (b.4) (iv)) | ||||||||
(xi) |
This company's name was changed from Quattor Participações S.A. to Braskem Qpar S.A. | ||||||||
(xii) |
Merged into Quantiq in January 2011 (Note 1 (b.1)). | ||||||||
15
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The operations of subsidiaries and jointly-controlled subsidiaries are as follows:
· Braskem America – is headquartered in Philadelphia and is composed of five industrial units that produce polypropylene, three of which are in the State of Texas, two acquired in 2011 (Note 5.5), one in the State of Pennsylvania and one in the State of West Virginia.
· Braskem Argentina; Petroquímica Chile; Braskem Holanda – subsidiaries responsible for the sale of products manufactured by Braskem in the international market. Braskem Holanda is also the parent company of Braskem Alemanha.
· Braskem Distribuidora – is responsible for the distribution and sale of oil byproducts and correlated products, including chemical and petrochemical products, fuels and solvents.
· Braskem Alemanha – is headquartered in Frankfurt, Germany, it has two industrial units with a joint polypropylene production capacity of 545,000 metric tons a year. These units were acquired in 2011 (Note 5.5).
· Braskem Finance and Braskem America Finance – were incorporated for the purpose of centralizing the raising of funds abroad.
· Braskem Idesa – is responsible for the construction of an industrial complex for the production of one million metric tons of ethane a year. The project was called Ethylene XXI and the the units are expected to be operational in the first half of 2015.
· Braskem México; Braskem Idesa Serviços – companies that provide services to Braskem Idesa.
· Braskem Importação e Exportação – is responsible for the import, export and sale of petrochemical naphtha, oil and its byproducts.
· Braskem Inc. – operates in the sales of naphtha and other products, in addition to carrying out Braskem’s usual financial funding operations.
· Braskem Participações – its main purpose is the investment in the equity of other companies;
· Braskem Petroquímica and Braskem Qpar – they produce basic petrochemicals such as ethane and propane. In the thermoplastic resins segment, they produce polyethylene and polypropylene. These subsidiaries were acquired by the Company in 2010 (Note 5.2).
· Cetrel – its main purpose is the provision of environmental protection services, such as research in the area of environmental control and waste recycling and other recoverable waste from industrial and urban emissions, among other things.
· Ideom – its purpose is the provision of research services applied in the chemical and petrochemical, plastic materials and textile industries. This company was merged by the Company on February 28, 2012 (Note 39).
· IQAG – operates in the provision of storage services to third parties.
16
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
· Politeno Empreendimentos – its purpose is the participation in industrial projects and ventures, asset management, sales of petrochemical products and the investment in the equity of other companies;
· Quantiq – operates in the distribution, sale and industrialization of solvents from oil and petrochemical products, distribution and sale of process oils, other inputs that are oil byproducts, chemical intermediaries, specialty chemicals and pharmaceutical products.
· Propilsur and Polimérica – Braskem, in partnership with Petroquímica de Venezuela (“Pequiven”), has two investment projects in Venezuela, one for the production of polypropylene (Propilsur) and another for the integrated production of ethane and polyethylene (Polimérica).
· Riopol – its purpose is the production and sale of thermoplastic resins and other petrochemical products.
· RPR – its main activities are the refine, processing and sale and import of oil, its byproducts and correlated products.
2.2.1 Non-controlling interest in the equity
and results of operations of subsidiaries
|
|||||||
Equity |
Profit (loss) for the year | ||||||
2011 |
2010 |
2011 |
2010 | ||||
Braskem Idesa |
93,578 |
18,079 |
(4,695) |
(5,824) | |||
Cetrel |
121,744 |
|
12,998 |
- | |||
Total |
215,322 |
18,079 |
8,303 |
(5,824) | |||
2.3 Segment reporting
Operating segment information is prepared and presented consistently with the internal report provided to the Chief Executive Officer, who is the main operating decision-maker and responsible for allocating resources and assessing performance of the operating segments.
The determination of results per segment takes into consideration the transactions carried out with third parties and transfers of goods and provision of services between segments that are considered arm’s length sales and stated based on market prices.
2.4 Foreign currency translation
(a) Functional and presentation currency
The functional and presentation currency of the Company is the real, determined in accordance with IAS 21.
17
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(b) Transactions and balances
Foreign currency transactions and balances are translated into the functional currency using the foreign exchange rates prevailing at the dates of the transactions or at year end, as applicable. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end foreign exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations, except those designated for hedge accounting, which are deferred in equity as cash flow hedges.
Foreign exchange variations on financial assets and liabilities are classified as “financial income” and “financial expenses”, respectively.
(c) Foreign subsidiaries and jointly-controlled subsidiaries
Some subsidiaries and jointly-controlled subsidiaries have a different functional currency from that of Braskem S.A., namely:
(i) Propilsur and Polimerica - headquartered in Venezuela, for which the functional currency is the U.S. dollar, since they are under the construction stage and the capital contributions and the main supplies of equipment and services are based on this currency;
(ii) Braskem Idesa and Braskem Idesa Serviços - headquartered in Mexico, for which the functional currency is the Mexican peso, since they are under the construction stage and the main supplies of equipment and services are based on this currency;
(iii) Braskem America, headquartered in the United States – it maintains a management structure that is independent from the operations of Braskem S.A. and that comprises own labor, outsourcing services, acquisition of raw materials and production and sale of resins. Prices, personnel expenses and production costs are mostly determined in U.S. dollar, which is, therefore, its functional currency; and
(iv) Braskem Alemanha – it maintains a management structure that is independent from the operations of Braskem S.A. and that comprises own labor, outsourcing services, acquisition of raw materials and production and sale of resins. Prices, personnel expenses and production costs are mostly determined in euro, which is, therefore, its functional currency.
The financial statements of these subsidiaries and jointly-controlled subsidiaries are translated into reais based on the following rules:
· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
· equity is converted at the historical rate, that is, the foreign exchange rate prevailing on the date of each transaction; and
· income and expenses for each income statement are translated at the rate prevailing on the dates of the transactions.
All resulting exchange differences are recognized as a separate component of equity in the account “other comprehensive income”. When a foreign investment is partially or fully disposed of, exchange differences recorded in equity are recognized in the income statement as part of the gain or loss on the transaction.
18
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
2.5 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and highly liquid investments with maturities of three months or less. They are convertible into a known amount and subject to an immaterial risk of change in value.
2.6 Financial assets
2.6.1 Classification
The Company classifies its financial assets upon initial recognition in the categories listed below. The classification depends on the purpose for which the financial assets were acquired/established.
(a) Held-for-trading financial assets – these are measured at fair value and they are held to be actively and frequently traded in the short term. The assets in this category are classified as current assets.
Derivatives are also categorized as held for trading unless they are designated for hedge accounting (Note 2.7).
(b) Loans and receivables - these are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are classified as current assets, except for those falling due more than 12 months after the balance sheet date (these are classified as non-current assets). The Company’s loans and receivables comprise loans to related parties and accounts with associates, trade accounts receivable (Note 8), other accounts receivable (Note 14), cash and cash equivalents (Note 6) and financial investments (Note 7).
(c) Held-to-maturity financial assets - these are financial assets acquired with the intention and financial capacity for their maintenance in the portfolio up to maturity. The Company’s held-to-maturity financial assets comprise mainly quotas of investment funds in credit rights, classified as non-current assets.
(d) Available-for-sale financial assets - these are non-derivatives that are either designated in this category or not classified in any of the previous categories. They are included in current assets unless management intends to dispose of them within 12 months after the balance sheet date. These are classified as non-current assets.
2.6.2 Recognition and measurement
Purchases and sales of financial assets are recognized on the trade date (the date on which the Company commits to purchase or sell the asset).
Available-for-sale and held-for-trading financial assets are carried at fair value on an ongoing basis.
Gains or losses arising from changes in the fair value of held-for trading financial assets are presented in “financial results” in the period in which they arise.
Interest on available-for-sale securities calculated using the effective interest method is recognized in the income statement as financial income.
19
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Changes in the fair value of monetary securities classified as available-for-sale are recognized in equity, net of taxes, as “other comprehensive income”. When securities are sold or impaired, the accumulated fair value adjustments are included in the income statement as “financial results”.
Loans and receivables are carried at amortized cost using the effective interest method. These assets are stated at cost of acquisition, plus earnings accrued, against profit or loss for the year.
Financial assets are derecognized when the rights to receive cash flows from the investments have been received or transferred and the Company has transferred substantially all risks and rewards of ownership of the related assets.
The transaction costs related to the held-for-trading financial assets are expensed in the income statement. For the other financial assets, the transaction costs, when they are significant, are added to their respective fair value.
Dividends declared by associates are recognized in the income statement as part of the account “results from equity investments”.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset and for unlisted securities is not active, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models that make maximum use of market inputs and rely as little as possible on entity-specific inputs.
2.6.3 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legal right to offset the recognized amounts and an intention to settle them on a net basis, or realize the asset and settle the liability simultaneously.
2.6.4 Impairment of financial assets
The Company assesses at each balance sheet date, based on the history of losses, whether there is objective evidence that a financial asset, classified as loans and receivables, held-to-maturity or available-for-sale, is impaired. The criteria the Company uses to determine that there is objective evidence of an impairment loss include:
a) significant financial difficulty of the issuer or debtor;
b) a breach of contract, such as a default or delinquency in interest or principal payments;
c) it becomes probable that the borrower will enter bankruptcy or other financial reorganization; or
d) the disappearance of an active market for that financial asset because of financial difficulties.
20
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(a) Assets classified as held-to-maturity and loans and receivables
Losses are recorded when there is objective evidence of impairment as a result of one more events that occurred after the initial recognition of the asset and that loss event has an impact on the future cash flows that can be reliably estimated.
The amount of any impairment loss is measured as the difference between the asset’s carrying amount and the present value of future cash flows discounted at the financial asset’s original effective interest rate. This methodology does not apply to the calculation of the provision for impairment.
The methodology adopted by the Company for recognizing the provision for impairment is based on the history of losses and considers the sum of (i) 100% of the amount of receivables past due for over 180 days; (ii) 50% of the amount of receivables past due for over 90 days; (iii) 100% of the amount of receivables under judicial collection (iv) 100%.of the receivables arising from a second renegotiation with customers; (v) and all the receivables from the first renegotiation maturing within more than 24 months. Receivables from related parties are not considered in this calculation.
(b) Assets classified as available-for-sale
When there is any evidence of an impairment loss for the financial assets classified as available for sale , the accumulated fair value that is recognized in equity is transferred from “other comprehensive income” to profit (loss) for the year.
If, in a subsequent period, the amount of the loss decreases and this decrease can be objectively related to an event occurring after the impairment loss was recognized, the impairment loss is reversed.
2.7 Derivative financial instruments and hedging activities
Derivatives are recognized at fair value on an ongoing basis.
(a) Hedging activities (designated for hedge accounting)
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months.
The recognition of the gain or loss in profit or loss depends on whether the derivative is designated as a hedging instrument, and if so, on the nature of the item being hedged.
Management may designate certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).
The Company documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. It also documents its assessment, on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
21
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The effective portion of the changes in the fair value of hedge derivatives is recognized in “other comprehensive income”. These amounts are transferred to profit or loss for the periods in which the hedged item affects profit or loss. Gains or losses on interest rate or foreign exchange rate swaps that hedge borrowings are recognized in profit (loss) for the year as “financial result”.
The ineffective portion is recognized immediately in the income statement as “financial income and expenses” within “financial result”.
When the hedge instrument matures or is sold or when it no longer meets the criteria for hedge accounting, it is prospectively discontinued and any cumulative gain or loss existing in equity remains in equity and is recognized in profit or loss when the hedged item or transaction affects profit or loss. If the hedged item or transaction is settled in advance or discontinued, the cumulative gain or loss that was previously recognized in equity is immediately transferred to profit or loss for the year.
The cash flow hedge transactions carried out by the Company are described in Note 21.
(b) Derivatives at fair value through profit or loss
Derivatives not designated as hedge instruments are classified as current assets or liabilities. Changes in the fair value of these derivative instruments are recognized immediately in the income statement within “financial results”.
(c) Derivatives embedded in commercial agreements
The Company has procedures aimed at the timely recognition, control and proper accounting treatment of embedded derivatives in purchase, sale and service agreements.
The contracts that may have embedded derivative instruments are assessed to determine whether the economic characteristics of the embedded derivatives are closely related to those of the host contract or not and, if they are not, the embedded derivatives are separated from the host contract and stated at fair value through profit or loss
Currently, Braskem has no contracts that require the separation of embedded derivatives.
2.8 Trade accounts receivable
Trade accounts receivable are recognized at the amount billed net of the provision for impairment. The Company’s average billing period is 30 days, therefore, the amount of the trade accounts receivable corresponds to their fair value on the date of the sale.
2.9 Inventories
Inventories are stated at the lower of average acquisition or production cost or at the net realizable value. The Company determines the cost of its inventories using the absorption method based on the weighted moving average. Net realizable value is the estimated selling price in the ordinary course of the Company’s business, less taxes. The provisions for impairment of slow-moving or obsolete inventories are recognized when the realization amount is lower than cost. Imports in transit are stated at the cost accumulated in each import.
2.10 Investments in associated companies and other investments
Associates are all entities over which the Company has the power to participate in the financial and operating decisions without having control (significant influence). Investments in associates are initially accounted for at cost and subsequently using the equity method and they may include possible goodwill identified on acquisition, net of any accumulated impairment loss.
22
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest.
Gains and losses arising from the dilution of or increase in investments in associates are recognized in the income statement.
Other investments are stated at acquisition cost, less provision for adjustments to market value, when applicable.
2.11 Investments in jointly-controlled subsidiaries
Jointly-controlled subsidiaries are all entities over which the Company shares control with one or more parties under a shareholders’ or partners’ agreement. Investments in jointly-controlled subsidiaries are initially accounted for at cost and subsequently using the equity method. These investments are consolidated using the proportional consolidation method.
2.12 Property, plant and equipment
Property, plant and equipment is stated at cost net of accumulated depreciation and provision for impairment, when applicable. The cost includes:
(a) the acquisition price and the financial charges incurred in borrowings during the phase of construction (Note 19(g)), and all other costs directly related with making the asset usable; and
(b) the fair value of assets acquired through business combinations.
The assets intended for maintaining the Company’s activities arising from financial lease operations are recorded initially at the lower of fair value or the present value of the minimum payment of the contract, and are depreciated on a straight-line basis over the lower of the remaining useful life of the asset or the term of the contract.
The financial charges are capitalized on the balance of the projects in progress using (i) an average funding rate of all borrowings; and (ii) the portion of the foreign exchange variation that corresponds to a possible difference between the average rate of financing in the internal market and the rate mentioned in item (i) above.
The machinery, equipment and installations of the Company require inspections, replacement of components and maintenance in regular intervals. The Company makes stoppages in regular intervals that vary from two to six years to perform these activities. These stoppages can involve the plant as a whole, a part of it, or even specific relevant pieces of equipment, such as industrial boilers, turbines and tanks. Stoppages that take place every six years, for example, are usually made for the maintenance of industrial plants as a whole.
Costs that are directly attributable to these stoppages are capitalized when (i) it is probable that future economic benefits associated with these costs will flow to the Company; and (ii) these costs can be measured reliably. For each scheduled stoppage, the costs of materials and services from third-parties are included in property, plant and equipment items that were the subject matter of the stoppage and are fully depreciated until the beginning of the following related stoppage.
23
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The expenditures with the consumption of small materials, maintenance and the related services from third parties are recorded, when incurred, as production costs.
Property, plant and equipment items are depreciated on a straight-line basis. The average depreciation and depletion rates used, determined based on the useful lives of the assets, are presented in Note 3.4.
Land has an indefinite useful life, therefore, it is not depreciated.
Projects in progress are not depreciated. Depreciation begins when the assets are available for use.
The useful life is annually reviewed by the Company. The review made on December 31, 2011 did not indicate the need for a change in relation to 2010.
The Company does not attribute a residual value to assets due to its insignificance.
2.13 Intangible assets
The group of accounts that comprise the intangible assets is the following:
(a) Goodwill based on future profitability
The existing goodwill was determined in accordance with the criteria established by the accounting practices adopted in Brazil before the adoption of IFRS and represent the excess of the amount paid over the amount of equity of the entity acquired. The Company applied the exemption related to business combinations prior to January 1, 2009 and did not remeasure these amounts. This goodwill has not been amortized since January 1, 2009 and it is tested annually for impairment.
Goodwill is accounted for at cost, net of accumulated impairment losses. Impairment losses are not reversed.
(b) Trademarks and patents
The technologies acquired from third parties and in a business combination are recorded at the cost of acquisition and/or fair value and other directly attributed costs, net of accumulated amortization and provision for impairment, when applicable. Technologies that have defined useful lives and are amortized using the straight-line method based on the estimated useful lives of the assets (15 to 20 years) or the term of the purchase agreement.
Expenditures with research and development are accounted for in profit or loss as they are incurred.
(c) Contractual customer and supplier relationships
Contractual customer and supplier relationships arising from a business combination are recognized at fair value at the acquisition date. These contractual customer and supplier relationships have a finite useful life and are amortized using the straight-line method over the term of the respective purchase or sale agreement.
(d) Software
This is recorded at cost net of accumulated amortization and provision for impairment, when applicable. Cost includes the acquisition price and/or internal development costs and all other costs directly related with making the software usable. Software that has defined useful lives is amortized using the straight-line method based on its estimated useful lives (3 to 10 years) or on the term of the respective purchase contracts. Costs associated with maintaining computer software programs are recognized in profit or loss as incurred.
24
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
2.14 Impairment of non-financial assets
Assets that have indefinite useful lives, for example goodwill based on future profitability, are not subject to amortization and are tested annually for impairment. This goodwill is allocated to the Cash Generating Units (“CGU”) or operating segments for the purposes of impairment testing.
Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized when the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of (i) an asset’s fair value less costs to sell; (ii) and its value in use. Taking into consideration the peculiarities of the Company’s assets, the value used for assessing impairment is the value in use, except when specifically indicated otherwise. The value in use is estimated based on the present value of future cash flows (Note 3.6).
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are identifiable cash flows that can be CGUs or operating segments.
Non-financial assets other than goodwill that were adjusted due to impairment are subsequently reviewed for possible reversal of the impairment at the balance sheet date.
2.15 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business and they are recorded at the amount billed. When applicable, they are recorded at present value based on interest rates that reflect the term, currency and risk of each transaction.
The Company calculates the adjustment to present value for the purchases that fall due after 180 days and accounts for it as financial expenses.
2.16 Borrowings
Borrowings are recognized initially at fair value and, in some cases, net of the transaction costs incurred in structuring the transaction. Subsequently, borrowings are presented with the charges and interest in proportion to the period incurred.
2.17 Provisions
Provisions are recognized in the balance sheet when (i) the Company has a present legal, contractual or constructive obligation as a result of past events, (ii) it is probable that an outflow of resources will be required to settle the obligation and (iii) the amount can be reliably estimated.
The provisions for tax, labor and other contingencies are recognized based on Management’s expectation of probable loss in the respective proceedings in progress and supported by the opinion of the Company’s external legal advisors (Note 24).
25
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The contingencies assumed in a business combination for which an unfavorable outcome is considered possible are recognized at their fair value on the acquisition date. Subsequently, and until the liability is settled, these contingent liabilities are measured at the higher of the amount recorded in the business combination and the amount that would be recognized under IAS 37.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a rate before tax effects that reflects current market assessments. The increase in the provision due to passage of time is recognized in “financial results”.
2.18 Current and deferred income tax and social contribution
The income tax (“IR”) and social contribution (“CSL”) recorded in the year are determined on the current and deferred tax basis. These taxes are calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company operates and are recognized in the income statement, except to the extent they relate to items recorded in equity.
Deferred income tax and social contribution are recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. On the other hand, the deferred income tax and social contribution are not accounted for if they arise from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss.
Deferred income tax and social contribution assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized based on projections of future results prepared and based on internal assumptions and future economic scenarios that will allow for their utilization. The amounts accounted for and projections are regularly reviewed.
Deferred income tax and social contribution assets and liabilities are presented net in the balance sheet when there is a legally enforceable right to offset them upon the calculation of current taxes, generally when related to the same legal entity and the same tax authority. Accordingly, deferred tax assets and liabilities in different entities or in different countries are generally presented separately, and not on a net basis.
Management periodically evaluates positions taken by the Company in income tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
2.19 Employee benefits – pension plan
The Company sponsors a defined contribution plan and defined benefit plans.
(i) Defined contribution plan
For the defined contribution plans, the Company pays contributions to private pension plans on compulsory, contractual or voluntary bases. As soon as the contributions are paid, the Company does not have any further obligations related to additional payments.
26
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(ii) Defined benefit plan
The defined benefit plan is financed by the payment of contributions to pension funds and the use of actuarial assumptions is necessary to measure the liability and the expenses of the plan, as well as the existence of actuarial gains and losses.
The liability recognized in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date, less the market value of plan assets, adjusted by actuarial gains or losses and past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using the expected interest rate of return on assets disclosed by the plan’s manager, which have terms to maturity approximating the terms of the related pension obligation.
The Company adopts the corridor approach to recognize actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions. Actuarial gains and losses that exceed the higher of 10% of plan assets or 10% of plan liabilities, are charged or credited to profit or loss according to the average remaining service period of the fund participants.
Past-service costs are recognized immediately in profit or loss on a straight-line basis over a period equivalent to the vesting period.
2.20 Contingent assets and liabilities and judicial deposits
The recognition, measurement and disclosure of contingent assets and liabilities and judicial deposits are performed in accordance with IAS 37 as follows:
(i) Contingent assets – are not recognized in the books, except when management considers, supported by the opinion of its external legal advisors, the gain to be virtually certain or when there are secured guarantees or for which a favorable final and unappealable decision has been rendered.
(ii) Contingent liabilities – are not recognized, except when management considers, supported by the opinion of its external legal advisors, that the chances of an unfavorable outcome is probable. In the case of non-recognition, the Company discloses the main proceedings for which an unfavorable outcome is possible in Note 28.
(iii) Judicial deposits – are maintained in non-current assets without the deduction of the related provisions for contingencies or legal liabilities, unless such deposit can be legally offset against liabilities and the Company intends to offset such amounts.
2.21 Recognition of sales revenue
Sales revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of taxes, returns and rebates.
Revenue from the sale of goods is recognized when (i) the amount of revenue can be reliably measured and the Company no longer has control over the goods sold; (ii) it is probable that future economic benefits will be received by the Company; and (iii) all legal rights and risks and rewards of ownership have been transferred to the customer. The Company does not make sales with continued management involvement.
27
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Most of Braskem’s sales are made to industrial customers and, in a lower volume, to retailers and resellers.
The moment at which the legal right, as well as the risks and rewards, are substantially transferred to the customer depends on the delivery terms:
(i) for contracts in which the Company is responsible for freight and insurance, the legal right, as well as the risks and rewards, are transferred to the customer after the good is delivered at the contractually agreed destination;
(ii) for contracts in which the freight and insurance are the responsibility of the customer, the risks and rewards are transferred at the moment the goods are delivered at the client’s shipping company; and
(iii) for contracts in which the delivery of the goods involves the use of pipelines, particularly basic petrochemicals, the risks and rewards are transferred at the point immediately after the Company’s official measures, which is the point of delivery of the goods and transfer of their ownership.
2.22 Distribution of dividends
Distributions of dividends and interest on capital to the Company’s shareholders are recognized as a liability in the financial statements at year-end in accordance with Brazilian tax legislation and the Company’s bylaws.
The amount that is lower than the portion equivalent to the minimum compulsory dividend (25%) is recorded as a liability in the “dividends payable” account because it is considered a legal liability as provided for in the Company’s bylaws. The amount of dividends that exceeds the minimum compulsory dividend is not recorded as a liability and it is presented in the “proposed additional dividend” account in equity.
2.23 Operating leases
Leases in which a significant portion of the risks and rewards of ownership of the assets is retained by the lessor are classified as operating leases. Payments made under these leases are charged to the income statement on a straight-line basis over the period of the lease.
The contracts in which the Company holds substantially all risks and rewards of ownership of the assets, are classified as operating leases and recognized in liabilities as “other payables”.
2.24 New standards, amendments and interpretations
to existing standards that are not yet effective
New standards, amendments and interpretations to existing standards that are not yet effective and that have not been early adopted by the Company and its subsidiaries:
IAS 19, "Employee benefits" was amended in June 2011. The impact on the Company will be as follows: (i) to eliminate the corridor approach; (ii) to recognize all actuarial gains and losses in “other comprehensive income” as they occur; (iii) to immediately recognize all past service costs; and (iv) to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit asset (liability). The standard is applicable as from January 1, 2013.
28
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
IFRS 9, "Financial instruments" addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortized cost. The determination is made at initial recognition. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial instruments. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than in the income statement, unless this creates an accounting mismatch. The standard is applicable as from January 1, 2015.
IFRS 10, "Consolidated financial statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the Parent Company. The standard provides additional guidance to assist in the determination of control. The standard is applicable as from January 1, 2013.
IFRS 11,"Joint arrangements" was issued in May 2011. The standard provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than on its legal form. There are two types of joint arrangements: (i) joint operations - arise where a joint operator has rights to the assets and obligations relating to the arrangement and hence accounts for its interest in assets, liabilities, revenue and expenses; and (ii) joint ventures - arise where the joint operator has rights to the net assets of the arrangement and hence equity accounts for its interest. The proportional consolidation method will no longer be permitted in joint ventures. The standard is applicable as from January 1, 2015.
IFRS 12, "Disclosures of interests in other entities" includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard is applicable as from January 1, 2013.
IFRS 13, “Fair value measurement” was issued in May 2011. IFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. The standard is applicable as from January 1, 2013.
The Company is yet to access the full impact of these standards.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
29
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
3 Application of critical accounting practices and judgments
Critical estimates and judgments
Critical estimates and judgments are those that require the most difficult, subjective or complex judgments by management, usually as a result of the need to make estimates that affect issues that are inherently uncertain. Estimates and judgments are continually reassessed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results can differ from those estimated under different variables, assumptions or conditions.
In order to provide an understanding of the way the Company forms its judgments on future events, the variables and assumptions used in estimates are presented below:
3.1 Deferred income tax and social contribution
The Company keeps a permanent record of deferred income tax and social contribution on the following bases: (i) tax losses and social contribution tax loss carryforwards; (ii) temporarily non-taxable and undeductible income and expenses, respectively; (iii) tax credits and expenses that will be reflected in the books in subsequent periods; and (iv) asset and liability amounts arising from business combinations that will be treated as income or expenses in the future and that will not affect the calculation of income tax and social contribution.
The recognition and the amount of deferred taxes assets depend on the generation of future taxable income, which requires the use of an estimate related to the Company’s future performance. This information is in the Business Plan, which is approved by the Board of Directors at the end of the second half of every year. This plan is prepared by the Executive Board and its main variables, such as the price of the products manufactured by the Company, price of naphtha, exchange variation, interest rate, inflation rate, and the start-up of operations of new plants are obtained from specialized external consultants. The Company annually reviews the projection of taxable income. If this projection shows that the taxable income will not be sufficient to absorb the deferred tax, then the corresponding portion of the asset that cannot be recovered is written-off.
3.2 Pension plans
The Company recognizes the obligation of the employee defined benefit plans and related costs, net of the plan assets, by adopting the following practices:
(i) the plan cost is determined by actuaries using the projected unit credit method and the best estimates of the plan’s manager and the Company of the expected performance of the plan’s investments, salary growth, retirement age of employees and discount rates;
(ii) the plan assets are stated at fair value;
(iii) plan curtailments result in significant changes in the length of service expected from active employees. A net curtailment gain or loss is recognized when the event is probable and can be estimated.
The discount rate used to determine the future benefit obligation is an estimate of the interest rate of return on the plan assets disclosed by the plan’s management.
Additionally, actuaries, supported by the plan’s manager, also use subjective factors such as rescission, turnover and mortality rates to estimate these factors. The actuarial assumptions used in the Company’s plans can be materially different from the actual results due to changes in economic and market conditions, regulatory events, court decisions, higher or lower rescission rates or longer or shorter longevity of participants (Note 26).
30
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
3.3 Derivative financial instruments
The Company evaluates the derivative financial instruments at their fair value on the date of the financial statements and the main sources of information are the stock exchanges, commodities and futures markets, disclosures of the Central Bank of Brazil and quotation services like Bloomberg. Nevertheless the high volatility of the foreign exchange and interest rate markets in Brazil caused, in certain periods, significant changes in future rates and interest rates over short periods of time, leading to significant changes in the market value of swaps and other financial instruments. The market value recognized in its financial statements may not necessarily represent the amount of cash that the Company would receive or pay upon the settlement of the transaction.
3.4 Useful live of assets
The Company recognizes the depreciation and depletion of its long-lived assets based on their useful life estimated by independent appraisers and approved by the Company’s technicians taking into consideration the experience of these professionals in the management of Braskem’s plants. The useful lives initially established by independent appraisers are reviewed at the end of every year by the Company’s technicians in order to check whether they need to be changed. In December 2011, this analysis concluded that the useful lives applied in 2010 and 2011 should be maintained in 2012.
The main factors that are taken into consideration in the definition of the useful life of the assets that compose the Company’s industrial plants are the information of manufacturers of machinery and equipment, volume of the plants’ operations, quality of preventive and corrective maintenance and the prospects of technological obsolescence of assets.
The Company’s management also decided that (i) depreciation should cover all assets because when the equipment and installations are no longer operational, they are sold by amounts that are absolutely immaterial; and (ii) land is not depreciated because it has an indefinite useful life.
The useful lives applied to the assets determined the following average depreciation and depletion rates:
|
Percentage (%) | |
|
2011 |
2010 |
Buildings and improvements |
3.46 |
4.12 |
Machinery, equipment and installations |
6.91 |
6.72 |
Mines and wells |
9.01 |
9.01 |
Furniture and fixtures |
10.86 |
10.36 |
IT equipment |
20.80 |
20.50 |
Lab equipment |
10.18 |
10.18 |
Security equipment |
9.96 |
9.96 |
Vehicles |
20.00 |
20.00 |
Other |
6.38 |
6.38 |
31
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
3.5 Valuation of assets and liabilities in business combinations
In accordance with IFRS 3, the Company must allocate the cost of the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date.
The Company exercises significant judgment in the process of identifying and evaluating tangible and intangible assets and liabilities and in the determination of their remaining useful lives. The use of assumptions in the evaluation of the assets acquired and liabilities assumed includes an estimate of discounted cash flows or discount rates that may result in estimated amounts that are different from those of the assets acquired and liabilities assumed. The Company contracts a specialized company to evaluate the fair value of the assets acquired and liabilities assumed.
If the future results are not consistent with the estimates and assumptions used, the Company may be exposed to losses that may be material.
3.6 Impairment test for tangible and intangible assets
(a) Tangible and intangible assets with defined useful lives
On the balance sheet date, the Company makes an analysis to determine if there is evidence that the amount of long-lived tangible assets and intangible assets with defined useful lives will not be recoverable. This analysis takes into consideration the following variables that are relevant to the Business Plan mentioned in Note 3.1: (i) evolution of Industrial Gross Domestic Product; (ii) price of naphtha; (iii) evolution of Brazil’s Gross Domestic Product; (iv) inflation; and (v) foreign exchange rates. The Company uses scenarios projected by specialized consultants to estimate these variables.
When some evidence that the amount of tangible and intangible assets with defined useful lives will not be recovered is identified, the Company compares the amount of these assets with the respective value in use. For this test, the Company uses the cash flow that is prepared based on the Business Plan. The assets are allocated to the CGUs as follows:
Basic petrochemicals operating segment:
· CGU UNIB Bahia: represented by assets of the basic petrochemicals plants located in the state of Bahia;
· CGU UNIB South: represented by assets of the basic petrochemicals plants located in the state of Rio Grande do Sul;
· CGU UNIB Southeast: represented by assets of the basic petrochemicals plants located in the states of Rio de Janeiro and São Paulo;
Polyolefins operating segment:
· CGU Polyethylene: represented by assets of the polyethylene plants located in Brazil;
· CGU Polypropylene: represented by assets of the polypropylene plants located in Brazil;
Vinyls operating segment:
· CGU Vinyls: represented by assets of PVC plants and chloride soda (CS) located in Brazil;
32
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Foreign businesses operating segment:
· CGU PP USA: represented by assets of polypropylene plants located in the United States;
· CGU PP Germany: represented by assets of polypropylene plants located in Germany;
· CGU Green Polyethylene: represented by the Green Polyethylene plant located in Brazil;
Chemical Distribution operating segment:
· CGU Quantiq – represented by assets of the subsidiaries Quantiq and IQAG.
(b) Goodwill based on future profitability and intangible assets with indefinite useful lives
Whether there are indications that the amount of an asset may not be recovered or not, the balances of goodwill from future profitability arising from business combinations and intangible assets with indefinite useful lives are tested for impairment at least once a year at the balance sheet date.
For the purposes of testing impairment, the Company allocated the goodwill existing at the CGU UNIB-South and in the Polyolefins and Vinyls operating segments. The Company’s management allocated the goodwill to the Polyolefins segment based on the way this goodwill is internally managed. The existing goodwill was generated in a business combination that resulted in the simultaneous acquisition of polypropylene and polyethylene plants. The main raw materials of these plants were supplied by Braskem S.A., which allowed for the obtainment of significant synergies in the operation. These synergies were one of the main drivers of that acquisition. Accordingly, the Company’s management tested this goodwill and assets for impairment in the ambit of their operating segment since the benefits of the synergies are associated with all units acquired.
3.7 Provisions and contingent liabilities
Braskem’s management, based on the opinion of its external legal advisors, classifies the legal and administrative proceedings against the Company in terms of probability of loss as follows:
Probable loss – these are proceedings for which there is a higher probability of loss than of a favorable outcome, that is the probability of loss exceeds 50%. For these proceedings, the Company recognizes a provision that is determined as follows:
(i) labor claims – the amount of the provision corresponds to the amount claimed multiplied by the Company’s historical percentage of settlement of claims of this nature;
(ii) tax claims - the amount of the provision corresponds to 100% of the value of the matter plus charges corresponding to the variation in the Selic rate, which is the rate disclosed by the Central Bank of Brazil;
(iii) other claims – the amount of the provision corresponds to the value of the matter.
Possible loss – these are proceedings for which the possibility of loss is not remote. The loss may occur, however, the elements available are not sufficient or clear to allow for a conclusion on whether the trend is for a loss or a gain. In percentage terms, the probability of loss is between 25% and 50%. For these claims, except for the cases of business combinations, the Company does not recognize a provision and mentions the most significant ones in a note to the financial statements (Note 28). In business combination transactions, in accordance with the provision in IFRS 3, the Company records the fair value of the claims based on the assessment of loss. The amount of the provision corresponds to the value of the matter, plus charges corresponding to the variation in the Selic rate, multiplied by the probability of loss (Note 24(c)).
33
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Remote loss – these are proceedings for which the risk of loss is small. In percentage terms, this probability is lower than 25%. For these proceedings, the Company does not recognize a provision nor does it disclose them in a note to the financial statements regardless of the amount involved.
The Company’s management believes that the estimates related to the outcome of the proceedings and the possibility of future disbursement may change in view of the following: (i) higher courts may decide in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the of a proceeding involving the Company, without any disbursement or without implying the need of any disbursement; and (ii) programs encouraging the payment of the debts, such as refinancing programs (REFIS) implemented in Brazil at the Federal level, in favorable conditions that may lead to a disbursement that is lower than the one that is currently recognized in the provision or lower than the value of the matter.
4 Risk management
Braskem is exposed to (i) market risks arising from variations in commodity prices, foreign exchange and interest rates; (ii) credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable; and (iii) liquidity risks to meet its obligations related to financial liabilities.
Braskem adopts procedures for managing market and credit risks that are in conformity with the new financial policy approved by the Board of Directors on August 09, 2010. The purpose of risk management is to protect the cash flows of Braskem and reduce the threats to the financing of its operating working capital and investment programs.
4.1 Market risk
Braskem prepares a sensitivity analysis for each type of market risk to which it is exposed, which is presented in Note 21.4.
(a) Commodities risk
Braskem is exposed to fluctuations in the prices of many petrochemical commodities, in particular, of its main raw material, the naphtha. As Braskem seeks to pass on the fluctuations in the prices of this raw material caused by the fluctuations in international prices, the Company does not enter into derivatives contracts to protect against commodity risks. Additionally, an immaterial part of sales are performed based on fixed-price contracts or contracts with a maximum and/or minimum fluctuation range. These contracts can be commercial agreements or derivative contracts relating to future sales.
(b) Foreign exchange risk
Braskem has commercial operations denominated or indexed in foreign currencies. Braskem’s inputs and products have prices denominated in or strongly influenced by international prices of commodities, which are usually denominated in U.S. dollars. Additionally, Braskem has long-term loans in foreign currencies, which expose the company to variations in the foreign exchange rate between the real and the foreign currency, in particular, the U.S. dollar. Braskem manages its exposure to foreign exchange risk by means of a combination of debts in foreign currencies, investments in foreign currencies and derivatives. Braskem’s financial policy to manage foreign exchange risks provides for the maximum and minimum coverage limits that should be followed and which are continuously monitored by its management.
34
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(c) Interest rate risk
Braskem is exposed to the risk that a variation in floating interest rates causes an increase in its financial expenses from payments of future interest. Foreign currency denominated debt subject to floating rates is mainly subject to fluctuations in the Libor. Local currency denominated debt is mainly subject to the variation in the TJLP, fixed rates in Brazilian reais and the variation in the Interbank Deposit Certificate (“daily CDI”) rate. Braskem has swap contracts designated for hedge accounting with asset positions in floating Libor and liability positions at fixed rates.
4.2 Credit risk
The transactions that subject Braskem to the concentration of credit risks are mainly in current accounts with banks, financial investments and trade accounts receivable in which Braskem is exposed to the risk of the financial institution or customer involved. In order to manage this risk, Braskem maintains bank current accounts and financial investments with large financial institutions, weighting concentrations in accordance with the ratings and the daily prices seen in the Credit Default Swap market for the institutions, as well as netting contracts that minimize the total credit risk arising from the many financial transactions entered into by the parties.
On December 31, 2011, Braskem has netting contracts with Banco Citibank S.A., HSBC Bank Brasil S.A. – Banco Múltiplo, Banco Itaú BBA S.A., Banco Safra S.A., Banco Santander (Brasil) S.A., Banco Votorantim S.A., Banco West LB do Brasil S.A., Banco Caixa Geral – Brasil S.A., Banco Bradesco S.A. Approximately 50% of the amounts maintained in cash and cash equivalents (Note 6) and financial investments (Note 7) are contemplated in these contracts and the obligations in which are included in the account “borrowings” (Note 19).
With respect to the credit risk of customers, Braskem protects itself by performing a rigorous analysis before granting credit and obtaining secured and unsecured guarantees when considered necessary.
The maximum exposure to credit risks of non-derivative financial instruments on the reporting date is their carrying amounts less any impairment losses. On December 31, 2011, the balance of trade accounts receivable is net of the provision for impairment and amounts to R$ 253,607 (2010 – R$ 269,159).
4.3 Liquidity risk and capital management
Braskem has a calculation methodology to determine an operating cash and a minimum cash for the purpose of, respectively: (i) ensure the liquidity of short-term obligations, calculated based on the expectation of operating disbursements for the following month; and (ii) ensure that the Company maintains liquidity in possible moments of crisis, calculated based on the expectation of operating cash generation, less short-term debts, working capital needs, among others.
In some financing agreements, Braskem has covenants that tie the net debt and the payment of interest to its consolidated EBITDA (Earnings before interests, taxes, depreciation and amortization) (Note 19(i)). The Company’s Management monitors these indicators on quarterly basis in U.S. dollar, as established in the financing agreements.
35
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Additionally, Braskem has two revolving credit lines amounting to: (i) US$ 350 million, which may be used without restriction for a period of three years as from September 2010; and (ii) US$ 250 million, which may be used without restriction for a period of five years as from August 2011. These credit lines allow for the reduction of cash maintained by Braskem. On December 31, 2011, Braskem had not used any credit from these lines.
The table below shows Braskem’s financial liabilities by maturity, corresponding to the period remaining in the balance sheet until the contractual maturity date. These amounts are calculated from undiscounted cash flows and may not be reconciled with the balance sheet.
|
|
|
|
| ||||||||
Note |
Until one year (i) |
Between one and two years (i) |
Between two and five years (i) |
More than five years (i) |
Fair value total | |||||||
Current |
||||||||||||
Trade payables |
6,847,340 |
6,847,340 | ||||||||||
Borrowings |
2,237,316 |
2,237,316 | ||||||||||
Hedge accounting |
21.2.1 |
9,031 |
9,031 | |||||||||
Derivatives |
21.2.1 |
74,361 |
74,361 | |||||||||
|
||||||||||||
Non-current |
|
|||||||||||
Borrowings |
2,068,506 |
5,965,642 |
19,688,279 |
27,722,427 | ||||||||
Debentures |
20 |
19,102 |
||||||||||
Hedge accounting |
21.2.1 |
7,748 |
2,530 |
|
10,278 | |||||||
At December 31, 2011 |
9,168,048 |
2,076,254 |
5,968,172 |
19,707,381 |
36,900,753 |
(i) The maturity terms presented are based on the contracts signed.
36
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
5 Business combinations
5.1 Petroquímica Triunfo S.A.
On April 30 and May 5, 2009, the General Extraordinary Shareholders Meetings held by Braskem and Triunfo, respectively, approved the acquisition and merger of Triunfo by the Company. This represents the final phase of the merger of the petrochemical assets held by Petroquisa and it was conducted under the terms of the Investment Agreement dated November 30, 2007, between Petrobras, Petroquisa, Odebrecht and Norquisa.
Braskem acquired control of Triunfo on May 5, 2009 when it acquired 100% of its voting capital. On this same date, the Company merged Triunfo into Braskem.
The table below summarizes the consideration paid through the issuance of shares, and the value of the assets acquired and liabilities assumed which were accounted for on the acquisition date:
Consideration |
|
Shares issued (13,387,157 Braskem shares issued in exchange for 100% of Triunfo’s voting capital) |
92,505 |
Total consideration (A) |
92,505 |
Fair value of the identifiable assets acquired and liabilities assumed |
|
Current assets |
|
Inventory |
46,268 |
Other current assets |
95,566 |
Non-current assets |
|
Property, plant & equipment |
179,957 |
Other non-current assets |
20,657 |
Current liabilities |
23,283 |
Non-current liabilities |
124,609 |
Total identifiable assets acquired and liabilities assumed (B) |
194,556 |
Business combination result (A) – (B) |
102,051 |
For purposes of determining the exchange ratio of shares issued by Triunfo for shares issued by Braskem, Banco Brasdesco BBI S.A. was contracted to perform an independent financial and economic analysis of Triunfo and Braskem, based on their financial statements. In consideration for net assets of Triunfo, Braskem issued 13,387,157 new preferred shares class “A”, valued at R$ 92,505. This fair value was adjusted to reflect the price of Braskem shares at the closing stock price on the BM&FBovespa on the date of the operation.
The amount of R$ 102,051 refers to gain from the bargain purchase and was accounted under “results from business combination” in the statement of operations of 2009.
The fair values of the assets acquired and liabilities assumed were determined by independent appraisers contracted by the Company, as summarized below:
(i) The fair value of inventory was determined based on its sale value net of taxes at the appraisal report date by applying the market approach method. The difference between the book value and the fair value was R$ 4,086;
(ii) The method used to determine the fair value of property, plant and equipment was the replacement cost approach. The Company’s management, together with the independent external appraisers, concluded that it was not practicable to apply the market approach, as the individual value of each asset does not reflect the economic value of a petrochemical plant, which includes the value of the technology, cost of the supporting facilities and the integration with the production and finished products transportation system. When valuing these assets the Company and its independent appraisers took into account: (i) the cost of new similar plants; (ii) recent quotes for the expansion and replacement of similar assets; and (iii) market price for the purchase of a new similar asset, in the same usage conditions as when last inspected, among other assumptions. Property, plant and equipment at fair value totaled R$152,895 on April 30, 2010; and
37
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(iii) Braskem shares were valued at R$1,556 based on the market value on May 5, 2010.
Triunfo was merged into the Company immediately after the acquisition.
The acquisition of Triunfo was approved by CADE on July 9, 2009.
5.2 Quattor Participações S.A. (current Braskem Qpar)
On January 22, 2010 the shareholders of the Braskem S.A; (Odebrecht S.A. – “ODB”, Odebrecht Serviços e Participações S.A. – “OSP”, Petróleo Brasileiro S.A. – Petrobras e Petrobras Química S.A. – Petroquisa), together with União das Indústrias Petroquímicas S.A. – “Unipar”, entered into an Investment Agreement to establish the terms for the acquisition by the Company and of the investments held by Unipar in the petrochemical industry, allowing for the consolidation of Petrobras’ petrochemical investments in Braskem.
On April 27, 2010, the Company purchased 143,192,231 of Quattor shares representing 60% of its total capital and paid the amount of R$ 659,454 to Unipar. On April 30, 2010, the Company acquired the control of Quattor and, at the Ordinary General Shareholders’ Meeting, it appointed the members of Quattor’s Board of Directors and this date is the date of acquisition for the purposes of accounting for this business combination.
Under the Investment Agreement of January 22, 2010, when the Company acquired 60% of Quattor’s voting capital, it undertook to acquire the following interests:
(i) 40% of the voting capital of Quattor held by Petrobras through the exchange of 18,000,087 shares issued by the Company;
(ii) 33.3% of the voting capital of Polibutenos S.A. held by Unipar for a cash consideration of R$ 22,326;
(iii) 0.68% of non-controlling interests in Quattor Química; these non-controlling shareholders have a tag along right to sell their shares for up to 80% of the price paid to the controlling shareholder);
(iv) 25% of the voting capital of Riopol held by BNDESPAR. ¹
¹ As part of the acquisition of Quattor, the Company assumed the obligation under a put option entered into by Unipar and BNDESPAR (Note 1(b.1(viii))). Under this put option and a similar put option entered into by Petrobras, Unipar and Petrobras, former owners of a 75% interest in Riopol, agreed to repurchase a 25% (being 15% by Unipar and 10% by Petrobras) non-controlling interest of Riopol from BNDESPAR at the end of a five-year period (that commenced on January 15, 2008), or at an earlier time during that period in the event that BNDESPAR decided to exercise the option earlier. Under the terms of the option, the purchase price of these shares would be equal to the total amount originally invested by BNDESPAR, corrected by a contractually agreed interest rate.
At the acquisition date, the fair value of the option entered by Unipar was R$ 205,121, based on the amount originally invested corrected by the contractual interest rate. On August 9, 2010, BNDESPAR exercised the put option and Braskem acquired 190,784,674 common shares and 30 preferred shares of Riopol for R$ 209,951. The change in the fair value of this put option totaled of R$ 4,830 and was recorded as an expense.
Although the Company did not obtain the legal right over the aforementioned shares of the companies on the acquisition date, all the events described above were accounted for on April 30, 2010, since the Investment Agreement set forth the Company’s obligation to acquire all of the remaining shares. Subsequently, all interests were acquired under the Investment Agreement.
38
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The table below summarizes the consideration paid to the shareholders’ of the Quattor Group and the amounts of the assets acquired and liabilities assumed recognized on the date of acquisition, as well as the fair value on the date of the acquisition of the non-controlling interests in Quattor.
|
|
Consideration paid |
|
Cash |
704,298 |
Shares issued (the amount of R$250,049 also includes Braskem shares issued for the |
250,049 |
purrchase of other interests in this business combination) |
|
BNDESPAR put option assumed by the Company and other obligations |
218,739 |
Total consideration transferred (A) |
1,173,086 |
|
|
Fair value of identifiable assets and assumed liabilities |
|
Current assets |
|
Inventory |
823,012 |
Other current assets |
1,383,104 |
Non-current assets |
|
Property, plant & equipment |
7,531,158 |
Intangible |
560,430 |
Other non-current assets |
990,850 |
|
|
Current liabilities |
2,903,113 |
Non-current liabilities |
|
Other provisions |
220,619 |
Deffered income tax and social contribution |
623,173 |
Other non-current liabilities |
5,527,104 |
Total identifiable assets and assumed liabilities (B) |
2,014,545 |
|
|
Business combination result (A) – (B) |
841,459 |
|
|
The gain (bargain purchase) of R$ 841,459 is recorded in a specific account in the income statement for 2010 called “gain (loss) from business combinations”. This bargain purchase was attributable to the terms of negotiation with the shareholders of Quattor.
The fair value of the Company’s shares issued in these transactions was determined based on the BM&FBovespa closing price on April, 30, 2010 and totaled R$ 197,101.
The fair value of the assets acquired and liabilities assumed was estimated by an independent appraiser and the main results are described below:
(i) The fair value of inventories was determined taking into consideration the sales price, net of taxes, on the date of the evaluation of the assets using the market approach method. The difference between the market value and the carrying amount of inventories was R$ 68,009.
(ii) The method used to evaluate property, plant and equipment was the cost replacement approach method. Management, together with its external appraisers, understands that the use of the market approach method using the unit values of each asset that composes the plant would not reflect the economic value of the plant, since they would not consider the costs of the installed technology, costs of supporting installations and the active connection with production and distribution (going concern). In the evaluation process, the following information was used: (i) cost of installation of similar plants; (ii) most recent quotes for the expansion and replacement of similar assets; and (iii) cash price for the replacement of the asset, taking into consideration the working conditions on the date of inspection, among other. The adjustment booked over the historical Quattor property, plant and equipment book value of R$ 6,039,067 was in the amount of R$ 1,492,091. Therefore, after the adjustments, the fair value of property, plant and equipment registered in the acquisition was in the amount of R$ 7,531,158.
39
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(iii) As a result of the evaluation, net gains on future cash flows were identified for the commercial contracts with customers and suppliers that were brought to present value at a discount rate of 14.1% a year. Additionally, the costs of registration and product placement were considered and, in technology, the expenses incurred with personnel and the administrative expenses for the research conducted together with the Federal University of Rio de Janeiro were also considered. The identifiable intangible assets related to brands, technology, contracts with customers and suppliers totaled R$ 393,878.
(iv) Many tax contingencies were recognized and the chances of an unfavorable outcome for these contingencies are possible based on the evaluation of the value of the matter in dispute and probability of loss estimated by external legal advisors. The provisions recognized refer to lawsuits related to the State Value-Added Tax (ICMS), Social Integration Program (PIS), Social Contribution on Revenues (COFINS), Income Tax (IR) and Social Contribution on Income (CSL) totaling R$ 210,695.
(v) The fair value of loans and financing was determined using the income approach method however, the fair value effects were not recognized since these loans included clauses that provided for the advanced settlement were settled in 2010 and the effects were annulled in profit or loss for that year.
The 2010 net sales revenue included in the consolidated income statement since April 30, 2010 includes R$ 4,412,244 in net revenues from Quattor. Quattor also contributed with profit of R$ 58.461 in the same period.
The acquisition of Quattor was subject to the final approval of CADE. Brazilian Corporate Law allows for the completion of this transaction before the final approval by the Brazilian antitrust authorities, unless CADE issues a writ of prevention against the transaction. This transaction was submitted for CADE’s analysis on February 5, 2010. On February 23, 2011, the transaction was approved with no significant restrictions.
5.3 Sunoco Chemicals
On April 1, 2010, Braskem acquired 100% of Sunoco Chemicals’ shares for R$ 620,838 (US$ 351 million). The name of this subsidiary was changed to Braskem PP Americas Inc. (currently named Braskem America). Headquartered in Philadelphia, Braskem America has three polypropylene plants located in the states of Texas, Pennsylvania and West Virginia that had an aggregate annual installed capacity of 950,000 metric tons, representing approximately 13% of the total installed polypropylene production capacity in the United States. Additionally, Braskem America also has a technology center in Pittsburgh, Pennsylvania.
The date of acquisition of control over the operating and financial policies of PP Americas is April 1, 2010, date from which the Company started to appoint all the members of this subsidiary’s Board.
The following table summarizes the consideration paid to the former shareholders of Sunoco Chemicals and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.
40
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
Consideration transferred |
|
Cash |
620,838 |
Total consideration transferred (A) |
620,838 |
|
|
Fair value of the identifiable assets and liabilities assumed |
|
Current assets |
|
Inventory |
177,070 |
Non-current assets |
|
Property, plant & equipment |
628,698 |
Intangible |
285,464 |
Othe non-current assets |
11,262 |
|
|
Current liabilities |
6,597 |
Non-current liabilities |
|
Deferred income tax and social contribution |
330,421 |
Other non-currente liabilities |
18,549 |
Total identifiable assets and liabilities assumed (B) |
746,927 |
|
|
Business combination result (A) – (B) |
126,089 |
The gain (bargain purchase) of R$ 126,089 is recorded in a specific account in the income statement for 2010 called “results from business combinations”.
The fair value of the assets acquired and liabilities assumed was estimated by an independent appraiser and the main results are described below:
(i) The fair value of inventories was determined taking into consideration the sales price, net of taxes, on the date of the evaluation of the assets by the experts using the market approach method.
(ii) The method used to evaluate property, plant and equipment was the cost approach method. Management, together with its external appraisers, understands that the use of the market approach method using the unit values of each asset that composes the plant would not reflect the economic value of the plant, since they would not consider the costs of the installed technology, costs of supporting installations and the active connection with production and distribution (going concern). In the evaluation process, the following information was used: (i) cost of installation of similar plants; (ii) most recent quotes for the expansion and replacement of similar assets; and (iii) cash price for the replacement of the asset, taking into consideration the working conditions on the date of inspection, among other.
(iii) As a result of the evaluation, net gains on future cash flow were identified for the commercial contracts that were brought to present value at a discount rate of 15% a year. The identifiable intangible assets relate to technology and contracts with suppliers.
The net revenue included in the consolidated income statement since April 1, 2010 includes R$ 1,891,487 in net revenues from PP Americas’ operations. PP Americas also contributed with a profit of R$ 172,735 in the same period.
This transaction was approved by CADE on November 3, 2010 and by the U.S. antitrust agency on March 22, 2010.
41
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
5.4 Unipar Comercial
On May 10, 2010, the Company acquired 100% of the voting capital of Unipar Comercial. On the same date, the Company acquired the control over its management and, therefore, this date was considered for accounting for the business combination. The total cash consideration paid for the acquisition was R$ 27,104 and the fair value of the assets acquired and liabilities assumed was R$ 35,138. The adjustment that was booked over the historical book value, in the amount of R$ 8,342, arose from the evaluation of property, plant and equipment, and on this amount, deferred income tax and social contribution liabilities, amounting to R$ 4,139, was also recognized. A bargain purchase gain of R$ 7,735 was recognized in the income statement for 2010 within “results from business combinations”. CADE approved this transaction on February 23, 2011.
5.5 Polypropylene plants abroad – Dow Chemical
On September 30, 2011, Braskem, through its subsidiaries Braskem America and Braskem Alemanha acquired the polypropylene business from Dow Chemical for R$ 607,595 (US$ 323 million). On the same date, the amount of R$ 312,263 (US$ 166 million) was paid, corresponding to the portion of the trade payables that were assumed in the transaction.
Based on the changes in trade accounts receivable and inventories between the date of the announcement of the transaction and the closing date, an additional amount of R$ 9,412 (US$ 5 million) was paid. The final amount can still be changed based on new changes in trade accounts receivable and inventories.
The negotiations included four industrial units, two in the United States and two in Germany, with an annual production capacity of 1,050 thousand metric tons of polypropylene.
In the United States and Germany, mainly industrial plants, trade accounts receivable, inventories were acquired and liabilities assumed related to the business operation. In the United States, the plants acquired are located in the State of Texas and have an annual polypropylene production capacity of 505,000 metric tons. In Germany, the plants have an annual polypropylene production capacity of 545,000 metric tons.
Trade accounts receivable and inventories located in Mexico were also acquired through the subsidiary Braskem Mexico amounting to R$ 13,214 (US$ 7 million), net of trade payables assumed. Since this was a separated purchase of assets that will be terminated in the short term with the sale of inventories and the financial settlement of trade accounts receivable and payable, this transaction is not a business combination.
The closing of this transaction between the parties took place on September 30 and the financial settlement occurred on October 3, 2011.
Until the effective payment to Dow Chemical, the acquirers have not made any significant decision with respect to the operations of the plants. The rights and obligations generated from October 1, 2011 are of the acquirers, including inventories produced and new liabilities assumed.
The reasons mentioned above lead us to conclude that the date of acquisition of control is October 3, 2011, which is the date the business combination was recorded.
The following table summarizes the consideration paid to Dow Chemical and the amounts of the assets acquired and liabilities assumed recognized on the acquisition date:
42
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
|
U.S. |
|
Germany |
|
Total business combination |
Mexico |
|
Total paid | |
Consideration transferred |
|
|
|
|
|
|
|
|
|
Cash |
315,120 |
|
288,674 |
|
603,793 |
|
13,214 |
|
617,007 |
Total consideration transferred |
315,120 |
|
288,674 |
|
603,793 |
|
13,214 |
|
617,007 |
|
|
|
|
|
|
|
|
|
|
Fair value of the identifiable assets and liabilities assumed |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
142,051 |
|
135,320 |
|
277,371 |
|
18,948 |
|
296,318 |
Inventory |
161,381 |
|
124,066 |
|
285,447 |
|
15,169 |
|
300,616 |
Other receivables |
24,867 |
|
|
|
24,867 |
|
(2,507) |
|
22,360 |
Non-current assets |
- |
|
- |
|
- |
|
- |
|
- |
Property, plant & equipment |
129,040 |
|
194,103 |
|
323,143 |
|
|
|
323,143 |
|
- |
|
- |
|
- |
|
- |
|
- |
Current liabilities |
- |
|
- |
|
- |
|
- |
|
- |
Trade payables |
(140,621) |
|
(153,246) |
|
(293,868) |
|
(18,395) |
|
(312,263) |
Other payables |
(1,599) |
|
|
|
(1,599) |
|
|
|
(1,599) |
Non-current liabilities |
- |
|
- |
|
- |
|
- |
|
- |
Pension plan |
- |
|
(11,569) |
|
(11,569) |
|
|
|
(11,569) |
|
|
|
|
|
|
|
|
|
|
Total fair value of identifiable assets and liabilities assumed |
315,120 |
|
288,674 |
|
603,793 |
|
13,214 |
|
617,007 |
In the financial statements for the year ended December 31, 2011, the amounts were allocated, on a preliminary basis, to the assets acquired and liabilities assumed by the acquirers.
Independent appraisers were contracted to determine the assets acquired and liabilities assumed at fair value. This work is expected to be completed by the end of the first quarter of 2012 when possible adjustments will be recognized.
The Company did not determine any goodwill or gain from a bargain purchase as a result of this preliminary allocation.
This acquisition was submitted for the approval of CADE on August 17, 2011 and approved on February 8, 2012. This transaction was also submitted to the U.S. antitrust agency on August 16, 2011 and was approved on September 9, 2011, and to European antitrust agencies on August 26, 2011 and it approved on September 28, 2011.
43
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
6 Cash and cash equivalents
2011 |
2010 | ||||
Cash and banks |
349,916 |
252,925 | |||
Cash equivalents: |
|||||
Domestic market |
1,899,825 |
2,208,475 | |||
Foreign market |
737,078 |
162,870 | |||
Total |
2,986,819 |
2,624,270 | |||
Investments in Brazil are mainly represented by fixed-income instruments and time deposits held by the exclusive FIM Sol fund. Investments abroad mainly comprise fixed–income instruments issued by first-class financial institutions (time deposit) with high market liquidity.
7 Financial investments
2011 |
2010 | ||||
Held-for-trading |
|
||||
Investments in FIM Sol |
36,410 |
204,123 | |||
Investments in foreign currency |
10,716 |
32,112 | |||
Shares |
3,023 |
84 | |||
Loans and receivables |
|
||||
Investments in FIM Sol |
116,007 |
| |||
Held-to-maturity |
|
||||
Quotas of investment funds in credit rights |
34,720 |
28,706 | |||
Restricted deposits |
4,173 |
| |||
Total |
205,049 |
265,025 | |||
In current assets |
170,297 |
236,319 | |||
In non-current assets |
34,752 |
28,706 | |||
Total |
|
205,049 |
265,025 | ||
On December 31, 2011, the balances of investments of FIM Sol classified as “held-for-trading” and “loans and receivables” refer to floating-rate fixed income investments with determinable earnings. The held-to-maturity financial investments related to quotas of investments funds in credit rights have maturity in June 2013 and December 2014 and are presented as non-current assets.
This account was presented in the 2010 annual financial statements in specific accounts called “available-for-sale financial assets” and “held-for-trading financial assets”.
44
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
8 Trade accounts receivable
2011 |
2010 | ||||
Consumers |
|||||
Domestic market |
866,168 |
1,638,449 | |||
Foreign market |
1,282,251 |
587,661 | |||
Allowance for doubtful accounts |
(253,607) |
(269,159) | |||
Total |
1,894,812 |
1,956,951 | |||
In current assets |
1,843,756 |
1,894,648 | |||
In non-current assets |
51,056 |
62,303 | |||
Total |
1,894,812 |
1,956,951 | |||
The breakdown of trade accounts receivable by maturity is as follows:
2011 |
2010 | ||||
Past due securities: |
|||||
Up to 90 days |
223,649 |
132,850 | |||
91 to 180 days |
6,754 |
1,936 | |||
As of 180 days |
209,139 |
230,477 | |||
Allowance for doubtful accounts |
(253,607) |
(269,159) | |||
Total past due receivables |
185,935 |
96,104 | |||
Falling due receivables |
1,708,877 |
1,860,847 | |||
Total costumers portfolio |
1,894,812 |
1,956,951 | |||
% of past-due securities on total costumers portfolio |
20.46% |
16.41% | |||
The changes in the balance of the provision for impairment are presented below:
2011 |
2010 |
2009 | |||||
Balance of provision at the beginning of the year |
(269,159) |
(220,264) |
(198,741) | ||||
(Provision) reverse in the year |
4,612 |
(66,896) |
(60,865) | ||||
Write-offs |
18,671 |
18,131 |
61,569 | ||||
Addition by acquisition of companies |
(7,731) |
(130) |
(22,227) | ||||
Balance of provision at the end of the year |
(253,607) |
(269,159) |
(220,264) | ||||
45
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
9 Inventories
2011 |
2010 | ||||
Finished goods |
2,444,547 |
1,876,290 | |||
Raw materials, production inputs and packaging |
866,206 |
781,594 | |||
Maintenance materials |
183,779 |
240,442 | |||
Advances to suppliers |
58,200 |
56,825 | |||
Imports in transit and other |
70,790 |
60,506 | |||
Total |
3,623,522 |
3,015,657 | |||
Advances to suppliers and expenditures with imports in transit are mainly related to operations for the acquisition of the main raw material of the Company, the petrochemical naphtha.
The account “maintenance materials” includes materials of general and specific use and the useful lives of which, after their application on machinery and equipment, is less than a year. The other maintenance materials are spare assets and replacement parts with useful lives that exceed one year and are classified in property, plant and equipment in accordance with IAS 16 (Note 16).
46
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
10 Related parties
The Company carries out transactions with related parties in the ordinary course of its operations and activities. The Company believes that all the conditions set forth in the contracts with related parties meet the Company’s interests. To ensure that these contracts present terms and conditions that are as favorable to the Company as those it would enter into with any other third parties is a permanent objective of Braskem’s management.
Assets |
Liabilities |
||||||||
Current |
Non-current |
Current |
Non-current |
||||||
Jointly-controlled subsidiaries |
|||||||||
Propilsur |
2,598 |
(i) |
24,855 |
(v) | |||||
Polimerica |
1,748 |
(i) |
19,978 |
(v) | |||||
4,346 |
|
44,833 |
|||||||
Associated company |
|||||||||
Borealis |
3,123 |
(i) |
|||||||
3,123 |
|
||||||||
Related companies |
|||||||||
Construtora Norberto Odebrecht ("CNO") |
|
|
|
|
4,128 |
(iv) |
|||
Petrobras |
88,842 |
(ii) |
58,169 |
(iii) |
1,777,503 |
(iv) |
|||
Refinaria Alberto Pasqualini ("Refap") |
19,492 |
(i) |
|
|
10,003 |
(iv) |
|||
Other |
565 |
(i) |
|
|
|||||
108,899 |
58,169 |
1,791,634 |
|||||||
At December 31, 2011 |
116,368 |
58,169 |
|
1,791,634 |
44,833 |
||||
|
Groups of accounts in which the transactions are recorded:
(i) Amounts in “trade accounts receivable”: R$ 22,890 and in “other receivables”: R$ 4,636.
(ii) Amount in “trade accounts receivable”: R$ 6,887 and in “other receivables”: R$ 81,955.
(iii) Amount in “related parties” related to loan agreements, subject to TJLP + interest of 2% per year.
(iv) Amounts in “trade payables”.
(v) Amounts in “related parties” related to “advances for future capital increase” made by other shareholders.
|
Income statement transactions from January to December 31, 2011 | |||||||
Sales of products |
Purchases of raw materials, services and utilities |
Financial income (expenses) |
Cost of production/general and administrative expenses | |||||
Jointly-controlled subsidiary |
|
|
|
|
||||
RPR |
|
15,624 |
5,362 |
(56) |
||||
|
15,624 |
5,362 |
(56) |
|||||
Associated companies |
|
|||||||
Borealis |
|
167,408 |
|
1,500 |
||||
Sansuy |
|
23,663 |
658 |
|
||||
|
191,071 |
658 |
1,500 |
|||||
Related companies |
|
|||||||
CNO |
|
190,484 |
||||||
Odebrecht Ingeniería y Construcción de |
|
16,461 |
||||||
OCS - Corretora de Seguros ("OCS") |
|
2,348 |
||||||
Odebrecht Serviços e Participações ("OSP") |
|
205,824 |
||||||
Petrobras |
|
1,457,484 |
14,321,986 |
4,427 |
||||
Petrobras International Finance ("PifCo") |
|
7,446 |
||||||
Refap |
|
11,699 |
||||||
|
1,476,629 |
14,737,103 |
|
4,427 |
||||
Post-employment benefit plan |
|
|
|
|||||
Odeprev |
|
13,873 | ||||||
|
|
|
|
|
|
|
13,873 | |
|
|
|
|
|||||
|
|
|
|
|||||
Total |
|
1,683,324 |
|
14,743,123 |
|
5,871 |
|
13,873 |
|
|
|
|
|
|
47
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
|
Assets |
Liabilities |
|||||||
Current |
Non-current |
Current |
Non-current |
||||||
Jointly-controlled subsidiaries |
|
||||||||
RPR |
|
7,596 |
(i) |
- |
- |
- |
|||
Propilsur |
|
3,497 |
(ii) |
- |
- |
15,001 |
(vii) | ||
Polimerica |
|
4,257 |
(ii) |
- |
- |
14,538 |
(vii) | ||
|
15,350 |
- |
- |
29,539 |
|||||
Associated companies |
|
- |
- |
- |
- |
||||
Borealis |
|
7,337 |
(iii) |
- |
- |
- |
|||
Cetrel |
|
- |
- |
1,907 |
(vi) |
- |
|||
Sansuy |
|
- |
- |
219 |
(vi) |
- |
|||
|
7,337 |
- |
2,126 |
- |
|||||
Related companies |
|
- |
- |
- |
- |
||||
OCS |
|
- |
- |
29 |
(vi) |
- |
|||
Petrobras |
131,228 |
(iv) |
53,742 |
(v) |
562,327 |
(vi) |
- |
||
Refap |
|
- |
- |
110,008 |
(vi) |
- |
|||
Other |
|
- |
- |
- |
- |
1,847 |
(viii) | ||
|
131,228 |
53,742 |
672,364 |
1,847 |
|||||
|
- |
||||||||
|
|||||||||
At December 31, 2010 |
|
153,915 |
|
53,742 |
|
674,490 |
31,386 |
Groups of accounts in which the transactions are recorded:
(i) Amounts in “trade accounts receivable”.
(ii) Amounts in “other receivables”.
(iii) Amounts in “trade accounts receivable”: R$ 7,150 and in “other receivables”: R$ 187.
(iv) Amounts in “trade accounts receivable”: R$ 85,245 and in “other receivables”: R$ 45,983.
(v) Amounts in “related parties” related to loan agreements, subject to TJLP + interest of 2% per year.
(vi) Amounts in “trade payables”.
(vii) Amounts in “related parties” related to “advance for future capital increase” made by other shareholders.
(viii) Amounts in “related parties” related to loan agreements, subject to 100% of CDI.
|
Income statement transactions from January to December 31, 2010 | |||||||
Sales of products |
Purchases of raw materials, services and utilities |
Financial income (expenses) |
Cost of production/general and administrative expenses | |||||
Jointly-controlled subsidiary |
||||||||
RPR |
228,616 |
37,743 |
(2,003) |
|||||
228,616 |
37,743 |
(2,003) |
| |||||
Associated companies |
|
|
|
|||||
Borealis |
118,967 |
5 |
|
|||||
Cetrel |
181 |
12,881 |
|
|||||
119,148 |
12,886 |
|
| |||||
Related companies |
|
|
|
|||||
CNO |
|
82,580 |
|
|||||
OCS |
|
1,966 |
|
|||||
Odebrecht Plantas Industriais ("OPIP") |
|
135,731 |
|
|||||
Petrobras |
416,081 |
8,227,866 |
656 |
|||||
PIFCo |
70,087 |
81,091 |
|
|||||
Refap |
235,684 |
1,235,782 |
|
|||||
Other |
(33) |
|||||||
721,852 |
9,765,016 |
623 |
| |||||
Post-employment benefit plan |
||||||||
Brasilprev |
4,102 | |||||||
Fundação Petrobras de Seguridade Social |
3,640 | |||||||
Odeprev |
11,413 | |||||||
Triunfo Vida |
126 | |||||||
|
|
|
19,281 | |||||
|
|
|||||||
Total |
1,069,616 |
9,815,645 |
(1,380) |
19,281 | ||||
48
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
|
Income statement transactions from January to December 31, 2009 | |||||
Sales of products |
Purchases of raw materials, services and utilities |
Financial income (expenses) | ||||
Jointly-controlled subsidiary |
||||||
Cetrel |
415 |
23,816 |
||||
RPR |
140,419 |
83,003 |
||||
140,834 |
106,819 |
| ||||
Associated company |
|
|
| |||
Borealis |
155,440 |
2,000 | ||||
155,440 |
|
2,000 | ||||
Related companies |
|
|
| |||
CNO |
|
94,238 |
| |||
Petrobras |
521,500 |
4,766,666 |
(4,600) | |||
PifCo |
(12,050) | |||||
Refap |
1,243,470 |
|||||
521,500 |
6,104,374 |
(16,650) | ||||
Total |
817,774 |
6,211,193 |
(14,650) | |||
As provided for in the Company’s bylaws, the Board of Directors has the exclusive power to decide on any contract but those related to the supply of raw materials that exceeds R$ 5,000 per operation or R$ 15,000 altogether per year between the Company and its subsidiaries and any of its common shareholders, directors of the Company, its parent company or subsidiary or its respective related parties. Additionally, the Company has a Finance and Investment Committee that, among other things, monitors the contracts with related parties that are approved by the Board of Directors.
It is worth noting that Brazilian Corporate Law (“Corporate Law”) forbids officers and directors to: (i) perform any acts of freedom with the use of the Company’s assets and in its detriment; (ii) intervene in any operations in which these officers and directors have a conflict of interest with the Company or in resolutions in which they participate; and (iii) receive, based on their position, any type of personal advantage from third parties, directly or indirectly, without an authorization granted by the proper body.
The related parties have the following relationship with the Company:
· CNO: indirect controlling of Braskem S.A.
· CNO México: wholly-owned indirect subsidiary of Odebrecht
· OCS: wholly-owned direct subsidiary of Odebrecht
· OPIP: wholly-owned direct subsidiary of Odebrecht
· OSP: indirect controlling of Braskem S.A.
· Petrobras: direct shareholder of Brakem S.A.
· Pfico: wholly-owned direct subsidiary of Petrobras
· Refap: wholly-owned indirect subsidiary of Petrobras
49
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
The transactions with related parties are summarized below:
· CNO: The Company and CNO signed an alliance agreement for performing services in the stoppages for maintenance and inspection in the industrial units. This agreement provides for a different price for each type of activity carried out by CNO.
· CNO Mexico: The subsidiary Braskem Idesa and CNO Mexico signed, together with Ica Fluor Daniel, S de R. L. de C. V. (Mexican engineering company), agreements for the performance of services of (i) basic engineering and preliminary procurement of equipment amounting to US$ 16 million and effective until April 2012; and (ii) land leveling, amounting to US$ 150 million and effective until March 2013. These contracts were signed for the construction of the Ethylene XXI project (Note 1(b.3)).
· CNO and Alagoas Consortium (composed of CNO and OSP): The Company signed: (i) an alliance agreement with the Alagoas Consortium (composed of CNO and OSP) for the construction of a PVC plant in Alagoas in the estimated amount of R$ 362 million, dated December 14, 2010, and effective for 24 months; and (ii) an alliance agreement with CNO for the construction of a butadiene plant in the state of Rio Grande do Sul in the amount of R$ 129 million, dated April 4, 2011 and effective until October 3, 2012.
· Petrobras:
(i) Naphtha
Braskem and Braskem Qpar have agreements for the supply of naphtha with Petrobras. The agreements provide for the supply of naphtha to the basic petrochemicals units located in the Triunfo, Camaçari and São Paulo Petrochemical Complexes. The agreed-upon price of the naphtha is based on several factors, such as the market price of the naphtha and a number of oil byproducts, the volatility of the prices of these products in the international markets, the Brazilian real - U.S. dollar exchange rate and the concentration of paraffinic content and contaminants present in the naphtha delivered. The agreement provides for a minimum consumption of 3,800,000 metric tons a year and a maximum consumption of 7,019,600 metric tons a year. The subsidiary of Petrobras, PifCo, also supplies naphtha to the Company.
(ii) Propane
Braskem has propane supply agreements with Petrobras and its subsidiary Refap through its refineries for the Company’s plants located in the petrochemical complexes. These agreements provide for the full supply of approximately 680,000 metric tons of propane a year.
(iii) Ethane, propane and electric energy
The subsidiary Riopol has an agreement with Petrobras for the supply of 392,500 metric tons of ethylene a year, 392,500 metric tons of propane a year and 306.6 GWh of electric energy a year.
(iv) Sale of sundry products
The Company supplies to Petrobras many products it manufactures, such as solvents, butadiene, benzene, toluene, etc. These supplies are not covered by an agreement and take place on a regular basis at market prices.
50
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
· OCS: The Company entered into a risk and insurance management agreement with OCS, amounting to R$ 6 million for a period of three years as from 2008.
Key management personnel
The Company considers “Key management personnel” to be the members of the Board of Directors and the Executive Board, composed of the CEO and vice-presidents. Not all the members of the Executive Board are members of the statutory board.
Income statement transactions |
2011 |
2010 |
2009 | |||
Remuneration |
||||||
Short-term benefits to employees and managers |
32,445 |
30,886 |
26,164 | |||
Post-employment benefit |
223 |
383 |
225 | |||
Benefits on contract termination |
|
892 |
36 | |||
Long-term incentives |
1,519 |
2,320 |
2,879 | |||
Total |
34,187 |
34,481 |
29,304 | |||
Balance sheet accounts |
2011 |
2010 |
||||
Long-term incentives |
4,121 |
5,372 |
||||
Total |
4,121 |
5,372 |
51
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
11 Taxes recoverable
Note |
2011 |
2010 | ||||
Excise tax (IPI) |
31,016 |
29,128 | ||||
Value-added tax on sales and services (ICMS) |
(a) |
1,094,838 |
1,211,256 | |||
Social integration program (PIS) and social contribution on revenue (COFINS) |
(b) |
469,872 |
326,005 | |||
PIS and COFINS - Law No. 9,718/98 |
(c) |
157,733 |
115,362 | |||
PIS - Decree-Law 2,445 and 2,449/88 |
(d) |
199,972 |
55,317 | |||
Income tax and social contribution (IR and CSL) |
(e) |
389,769 |
220,525 | |||
Tax on net income (ILL) |
(e) |
14,912 |
61,126 | |||
Other |
184,388 |
124,561 | ||||
Total |
2,542,500 |
2,143,280 | ||||
In current assets |
1,036,253 |
698,879 | ||||
In non-current assets |
1,506,247 |
1,444,401 | ||||
Total |
2,542,500 |
2,143,280 | ||||
(a) ICMS
The Company has accumulated ICMS credits over the past few years arising mainly from acquisitions of fixed assets, domestic sales subject to deferred taxation and export sales. This accumulation of tax credits was more evident in the states of Bahia, Rio Grande do Sul and São Paulo where most production units are concentrated.
The Company’s management has been prioritizing a series of actions so as to maximize the use of these credits and, currently, it does not expect losses on their realization. Among the actions carried out by management are:
· Agreement with the Government of the state of Rio Grande do Sul, maintaining the full deferral of ICMS on the import of naphtha and limiting the use of accumulated ICMS credits to an average of R$ 8,250 per month for offsetting monthly ICMS payable by the units in that state;
· Maintenance of the Agreement with the Government of the State of Bahia, which ensures the effective enforcement of State Decree No. 11,807 of October 27, 2009, which (i) gradually reduced the effective ICMS rate on domestic and imported naphtha acquired in that state and; (ii) established that the amount of R$ 9,100 per month can be deducted from the debt balance between April 2011 and March 2014, and the amount of R$ 5,907 per month between April 2014 and March 2018; and
· In São Paulo, Braskem started to take measures towards the monetization of the credit balance, including the centralization of the ICMS of the São Paulo units in a single establishment and management of the purchase of inputs, whenever possible, from interstate bases.
Taking into consideration the tax rule that limits the short-term realization of ICMS credits from the acquisition of fixed assets and the projections of the Company’s management for the realization of the other credits, as of December 31, 2011, the amount recorded in non-current assets was R$ 685,487 (2010 – R$ 883,163), including the amount of R$ 53,017 (2010 – R$ 59,133), related to the ICMS deferred on the acquisitions of machinery, equipment and parts for the construction of the subsidiary Riopol (Note 22(a)).
52
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(b) PIS and COFINS
This account includes PIS and COFINS credits on the acquisition of property, plant and equipment items, and the amount of which on December 31, 2011 totals R$ 249,191 (2010 – R$ 168,673). The changes in the year are mainly due to the project for the expansion of the PVC plant in the State of Alagoas and the scheduled stoppages for maintenance. These credits will be realized in the ordinary course of the Company’s operations, following the rules provided for in the Regulatory Instruction of the Federal Revenue Service (SRF) No. 457 of October 18, 2004.
(c) PIS and COFINS – Law No. 9,718/98
This account contains credits arising from legal discussions on the constitutionality of some aspects of Law No. 9,718/98. These credits will be used to offset federal taxes due. In 2011, the Company recognized new credits arising from favorable outcomes in lawsuits filed by companies merged into.
(d) PIS – Decree-Laws No. 2,445 and No. 2,449/88
In 2011, Braskem recognized credits in the amount of R$ 155,505 arising from favorable decisions in lawsuits that challenged the constitutionality of Decree Laws No. 2,445 and No. 2,449/88.
(e) IR and CSL
This account contains IR and CSL credits arising from prepayments in years that did not present taxable income at year end in addition to the taxes withheld on financial investments. In 2011, the Company used credits from the ILL process for IR prepayments amounting to R$ 48,299. All these credits are adjusted based on the variation of the Selic rate.
53
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
12 Judicial deposits – Non-current assets
2011 |
2010 | ||||
Judicial deposits |
|||||
Tax contingencies |
105,611 |
117,137 | |||
Labor and social security contingencies |
60,187 |
117,470 | |||
Other |
8,422 |
15,588 | |||
Total |
|
174,220 |
250,195 | ||
On December 31, 2011, a portion of the deposits is associated with legal proceedings for which the probability of loss is possible (Note 28) and a portion is associated with proceedings for which the probability of loss is remote.
13 Insurance claims
On December 31, 2011, this account includes:
(i) indemnities for claims occurred in December 2010 and February 2011 in furnaces and in the electric system in the olefin plants of the Camaçari Basic Petrochemicals unit located in the State of Bahia in the amounts of R$ 141,247 and R$ 61,300, respectively; and
(ii) indemnity for the claim in the plant of chloride soda in the State of Alagoas in the amount of R$ 12,911.
54
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
14 Other receivables
(a) Current
The main balances that compose this account in current assets are:
· R$ 96,213 related to advances to service suppliers (2010 – R$ 59,608);
· R$ 81,955 related to amounts receivable from related companies (2010 – R$ 45,965), Note 10.
(b) Non-current – Eletrobrás compulsory loans
In 2000, the merged company Trikem S.A. and Braskem Petroquímica filed lawsuits related to credits arising from interest and monetary adjustment on the Eletrobrás compulsory loan for the period between 1987 and 1994 and, in 2001, they filed lawsuits related to credits for the period between 1977 and 1986.
The Superior Court of Justice – STJ appeased the matter in favor of the taxpayers upon the judgment of RESP No. 1003955 and RESP No. 1028592 made after repetitive appeals under Article 543-C of the Civil Procedure Code, establishing this decision to all cases that address this matter. Meanwhile, through the judgment of the Interlocutory Appeal No. 735933 lodged by Eletrobrás, the Federal Supreme Court - STF consolidated the understanding of the STJ in the sense that the discussion over the matter relates to ordinary law.
The lawsuits of said companies have already been awarded final and unappealable decisions by the STJ and, therefore, appeals against these decisions are no longer applicable. Accordingly, the Company recognized the related credits, which, as it understands are unconstested based on the opinion of its external legal advisors, amounting to R$ 51 million and R$ 29 million for the lawsuits of Trikem and Braskem Petroquímica, respectively, and a revenue was recorded in the statement of operations of 2011.
The composition of this amount results from a principal amount and interest. Although the legal advisors consider that there is a probability that this amount will be received in full, Management applied a negative goodwill of 40%.
On December 31, 2011, the balance of this account is R$ 82,526 (2010 - R$ 8,766).
On December 31, 2010, this account included, in current assets, balances of insurance claims that were reclassified to a specific account in non-current assets on December 31, 2011 (Note 13).
55
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
15 Investments
Adjusted net profit (loss) |
Adjusted | ||||||||||||
Interest in |
for the year |
equity | |||||||||||
total capital (%) |
2011 |
|
2010 |
2009 |
2011 |
|
2010 | ||||||
2011 |
|||||||||||||
Associates |
|||||||||||||
Borealis |
20.00 |
22,307 |
15,028 |
9,704 |
149,349 |
130,940 | |||||||
Cetrel (i) |
|
|
23,916 |
17,292 |
|
254,785 | |||||||
Codeverde |
35.97 |
1,561 |
(1,004) |
(770) |
66,606 |
83,546 | |||||||
Sansuy |
20.00 |
(16) |
(13) |
(40) |
1,954 |
1,972 |
(i) Redesignated from an associate to a subsidiary (Note 2.2(ix)).
Capital |
Provision |
|||||||||
Balance at |
increase |
Equity |
for losses / |
Balance at | ||||||
2010 |
(decrease) |
in results |
other |
2011 | ||||||
Associates |
||||||||||
Borealis |
26,188 |
3,682 |
|
29,870 | ||||||
Cetrel (i) |
134,602 |
(134,602) |
||||||||
Codeverde |
|
(6,600) |
6,600 |
|||||||
Total associates |
160,790 |
(6,600) |
3,682 |
(128,002) |
29,870 | |||||
(ii) Redesignated from an associate to a subsidiary (Note 2.2(ix)).
2011 |
2010 |
2009 | ||||
Equity in results of subsidiaries and jointly-controlled subsidiaries |
210 |
3,432 |
(289) | |||
Equity in results of associates |
3,306 |
21,191 |
10,235 | |||
Amortization of fair value adjustment |
(5,430) |
(i) |
(4,225) |
(6,758) | ||
Provision for losses on investments |
(18) |
(96) |
||||
Dividends received from other investments / other |
513 |
|
||||
(1,419) |
20,302 |
3,188 | ||||
(i) Comprises amortization of fair value adjustments on property, plant and equipment of the subsidiaries Braskem Petroquímica and Cetrel.
56
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
16 Property, plant and equipment
Note |
Land |
Buildings and improvements |
Machinery, equipment and facilities |
Projects and stoppage in progress |
Other |
Total | ||||||||
Cost |
417,475 |
1,804,708 |
22,045,283 |
1,972,781 |
632,260 |
26,872,507 | ||||||||
Accumulated depreciation/depletion |
(613,585) |
(6,458,072) |
(270,549) |
(7,342,206) | ||||||||||
Provision for impairment |
(i) |
|
(164,029) |
|
(164,029) | |||||||||
Balance as of December 31, 2010 |
417,475 |
1,191,123 |
15,423,182 |
1,972,781 |
361,711 |
19,366,272 | ||||||||
Acquisitions |
4,385 |
9,666 |
198,096 |
1,848,820 |
109,304 |
2,170,271 | ||||||||
Acquisition of companies |
|
1,798 |
321,345 |
|
323,143 | |||||||||
Capitalized financial charges |
19(g) |
|
|
|
101,721 |
101,721 | ||||||||
Full consolidation of subsidiary (Cetrel) |
1,130 |
42,230 |
22,704 |
21,354 |
80,820 |
168,238 | ||||||||
Disposals, net of depreciation/depletion |
|
(4,433) |
(6,153) |
(5,299) |
(15,885) | |||||||||
Transfers |
(ii) |
7,309 |
104,903 |
(257,809) |
131,955 |
(13,642) | ||||||||
Transfers from current assets |
(iii) |
|
|
81,686 |
|
81,686 | ||||||||
Depreciation / depletion |
(64,939) |
(1,465,281) |
(78,602) |
(1,608,822) | ||||||||||
Reversal of provision |
|
3,993 |
|
3,993 | ||||||||||
Foreign currency translation adjustment |
(4,564) |
(5,720) |
68,032 |
855 |
(7,391) |
51,212 | ||||||||
Net book value |
418,426 |
1,181,467 |
14,672,541 |
3,763,255 |
592,498 |
20,628,187 | ||||||||
Cost |
418,426 |
1,859,991 |
22,755,930 |
3,763,255 |
941,649 |
29,739,251 | ||||||||
Accumulated depreciation/depletion |
(678,524) |
(7,923,353) |
(349,151) |
(8,951,028) | ||||||||||
Provision for impairment |
(i) |
|
(160,036) |
|
(160,036) | |||||||||
Balance as of December 31, 2011 |
418,426 |
1,181,467 |
14,672,541 |
3,763,255 |
592,498 |
20,628,187 | ||||||||
(i) Impairment of plants hibernated in 2008 and 2009. |
||||||||||||||
(ii) Includes transfers to intangible |
||||||||||||||
(iii) Transfers of spare parts to property, plant and equipment |
The projects in progress relate mainly to operating improvements to increase the economic useful life of machinery and equipment and expansion projects, particularly the expansion of the PVC plant in Alagoas, and the construction of a new butadiene plant in Rio Grande do Sul.
Braskem offered in guarantee plants, land, real estate properties and machinery and equipment in the amount of R$ 3,428,276 (2010 – R$ 2,978,033) to comply with the obligations assumed in financing agreements (Note 19).
57
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(a) Impairment test for fixed assets
In the preparation of the Business Plan for the 2012/2016 period, the Company’s management analyzed the prospects for the main variables that affect its activities (Note 3.6) in both domestic and international markets.
In general, the Business Plan was prepared taking into consideration that no situation that may prevent the operational continuity of Braskem’s assets, both in terms of obsolescence of the industrial park and technologies employed and of legal restrictions is foreseen. Braskem’s management believes that the plants will operate at their full capacity, or close to it, within the projected period. Also, no significant changes in the Braskem’s business are expected, such as a significant excess in the offer by other manufacturers that may negatively affect future sales, with the exception of the seasonal price and profitability increases and decreases, which are historically associated with the petrochemical business worldwide. Also, no new technologies or raw materials, which could negatively impact Braskem’s future performance, are expected. Braskem expects to continue to operate in a regulatory environment aimed at environmental preservation, which is absolutely in line with its practices.
In view of all the analysis made, Braskem’s management understood that there was no need to conduct an impairment test for the assets of the Foreign Business and Chemical Distribution operating segments, as well as of the CGUs UNIB-Bahia and UNIB-Southeast.
Despite this conclusion, Braskem conducted an impairment test for the assets of the Polyolefins and Vinyls operating segments and CGU UNIB-South since they are associated with goodwill from future profitability (Note 17).
17 Intangible assets
Goodwill based on expected future profitability |
Brands and patents |
Software licenses |
Costumers and suppliers agreements |
Total | ||||||
Cost |
3,194,545 |
188,612 |
381,964 |
644,447 |
4,409,568 | |||||
Accumulated amortization |
(1,130,794) |
(51,402) |
(109,325) |
(38,865) |
(1,330,386) | |||||
Balance as of December 31, 2010 |
2,063,751 |
137,210 |
272,639 |
605,582 |
3,079,182 | |||||
Acquisitions |
|
11,402 |
11,402 | |||||||
Full consolidation of subsidiary (Cetrel) |
58 |
2,030 |
2,088 | |||||||
Transfers from PP&E |
|
13,642 |
13,642 | |||||||
Amortization |
(10,815) |
(53,119) |
(54,699) |
(118,633) | ||||||
Foreign currency translation adjustment |
1,075 |
1,193 |
26,743 |
29,011 | ||||||
Net book value |
2,063,751 |
127,528 |
247,787 |
577,626 |
3,016,692 | |||||
Cost |
3,194,545 |
189,745 |
410,231 |
671,190 |
4,465,711 | |||||
Accumulated amortization |
(1,130,794) |
(62,217) |
(162,444) |
(93,564) |
(1,449,019) | |||||
Balance as of December 31, 2011 |
2,063,751 |
127,528 |
247,787 |
577,626 |
3,016,692 | |||||
Average annual rates of amortization |
9.34% |
13.10% |
8.43% |
|||||||
58
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(a) Impairment test of goodwill based on future profitability
The Company’s goodwill was systematically amortized until December 2008. As from 2009, it has been subject to annual impairment tests in accordance with the provisions in IAS 36. On December 31, 2011, the goodwill of the Company is allocated at the CGU of UNIB-South and at the Polyolefins and Vinyls operating segments.
The CGU UNIB-South belongs to the Basic Petrochemicals operating segment, which is divided into three CGUs. The other CGU, called UNIB-Bahia and UNIB-Southeast do not have goodwill.
The Polyolefins operating segment is divided into two CGUs: Polyethylene and Polypropylene. Part of the industrial plants that compose these CGUs were acquired in a business combination that resulted in a goodwill based on the future profitability of these plants. The Company’s management established that the benefits from the synergy of this transaction should be associated with all units acquired and, therefore, the goodwill recognized is allocated and monitored at the lowest level of the corresponding group of assets, which is the Polyolefins operating segment.
In December 2011, Braskem conducted an impairment test of the goodwill of the Polyolefins and Vinyls operating segments and CGU UNIB-South using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:
Allocated goodwill |
Cash flow (CF) |
Book value (with goodwill) |
CF/Book value | |||||
CGU and operating segments |
||||||||
CGU - UNIB - South |
926,854 |
20,179,263 |
1,380,117 |
14.6 | ||||
Operating segment - Polyolefins (i) |
944,500 |
34,350,341 |
8,765,178 |
3.9 | ||||
Operating segment - Vinyls |
192,353 |
3,880,780 |
2,343,232 |
1.7 | ||||
Total |
2,063,707 |
58,410,384 |
12,488,527 |
|||||
(i) These amounts include the industrial units of polyethylene and polypropylene acquired in the business combination of Quattor, arising from the change in the organization structure that took place in 2011 (Note 36).
The assumptions used to determine the discounted cash flow include: cash flows for five years based on the Business Plan, discount rates based on the Weighted Average Cost of Capital (WACC) of 9.3% a year and growth rates to determine the perpetuity based on annual inflation rate according to the Broad Consumer Price Index (“IPCA”) of 5%.
59
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(b) Sensitivity analysis
Considering the impact of the “discount rate” and “growth rate for perpetuity” on the potential cash flows, Braskem performed a sensitivity analysis with changes in these variables and the cash flows are presented in the table below:
| ||||
+0,5% on discount rate |
-0,5% on growth rate to perpetuity | |||
CGU and operating segments |
||||
CGU - UNIB - South |
18,597,888 |
18,900,839 | ||
Operating segment - Polyolefins |
30,751,814 |
31,295,193 | ||
Operating segment - Vinyls |
3,469,531 |
3,533,534 | ||
Total |
52,819,233 |
53,729,566 | ||
18 Other payables
2011 |
2010 | |||
Credit notes |
410 |
6,365 | ||
Commissions |
17,291 |
4,823 | ||
Lease agreements |
21,793 |
27,693 | ||
Trade notes (i) |
253,427 |
230,085 | ||
Labor agreements (ii) |
3,203 |
83,875 | ||
Other payables |
103,824 |
133,085 | ||
Total |
399,948 |
485,926 | ||
In current liabilities |
119,402 |
233,322 | ||
In non-current liabilities |
280,546 |
252,604 | ||
Total |
399,948 |
485,926 | ||
(i) At December 31, 2011, the balance includes the amount of R$ 235,968, which corresponds to the amounts payable to BNDESPAR arising from the acquisition of Riopol shares (Note 1(b.1)).
(ii) In March and September 2011, Braskem made the payment of the second and third installments of the labor agreement entered into between Braskem, Braskem Petroquímica and the Labor Union in the Petrochemical, Chemical, Plastic and Related Industries and Companies of the State of Bahia to end the litigation related to the collective bargaining agreement (“Clause 4”).
60
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
19 Borrowings
|
Annual financial charges |
|
|
|
|
|
| |
Monetary restatement |
Average interest (unless otherwise stated) |
2011 |
2010 | |||||
Foreign currency |
||||||||
Bonds |
Note 19 (a) |
Note 19 (a) |
5,981,035 |
3,927,712 | ||||
Advances on exchange contracts |
US dollar exchange variation |
2.03% |
131,668 |
| ||||
Export prepayments |
Note 19 (b) |
Note 19 (b) |
1,781,346 |
2,287,738 | ||||
Medium-Term Notes (i) |
US dollar exchange variation |
11.75% |
166,392 |
438,031 | ||||
Raw material |
US dollar exchange variation |
3.02% |
6,322 |
15,142 | ||||
Acquisition of investment (ii) |
US dollar exchange variation |
4.45% |
|
352,480 | ||||
Acquisition of investment |
US dollar exchange variation |
1.75% above Libor |
188,070 |
| ||||
BNDES |
Note 19 (c) |
Note 19 (c) |
413,722 |
307,701 | ||||
Export credit notes |
Note 19 (d) |
Note 19 (d) |
723,153 |
642,280 | ||||
Working capital |
US dollar exchange variation |
2.22% above Libor |
281,694 |
16,662 | ||||
Working capital |
US dollar exchange variation |
101.25% to 105.5 of CDI |
|
1,301 | ||||
Project financing (NEXI) |
Yen exchange variation |
0.95% above Libor |
26,318 |
66,602 | ||||
Transactions costs, net |
(84,525) |
(29,195) | ||||||
Local currency |
||||||||
Export credit notes |
Note 19 (d) |
Note 19 (d) |
2,281,814 |
941,781 | ||||
Working capital |
105% to 106% of CDI |
148,158 |
191,934 | |||||
Acquisition of machinery and equipment (FINAME) |
TJLP |
1.38% |
5,607 |
9,842 | ||||
Acquisition of machinery and equipment (FINAME) |
TJLP |
4.67% |
1,674 |
1,024 | ||||
BNDES |
Note 19 (c) |
Note 19 (c) |
2,556,521 |
2,419,712 | ||||
Support to the production of goods for export (BNDESEXIM) |
7.00% |
|
150,452 | |||||
Banco do Nordeste do Brasil (BNB) |
8.50% |
214,530 |
213,686 | |||||
Project financing (FINEP) (iii) |
TJLP |
0.01% |
34,765 |
61,975 | ||||
Project financing (FINEP) (iii) |
TJLP |
4.37% |
84,090 |
10,004 | ||||
Project financing (FUNDES) (iv) |
6.00% |
204,182 |
187,419 | |||||
Transactions costs, net |
(1,724) |
(3,538) | ||||||
Total |
15,144,812 |
12,210,745 | ||||||
Current liabilities |
1,391,779 |
1,206,444 | ||||||
Non-current liabilities |
13,753,033 |
11,004,301 | ||||||
Total |
15,144,812 |
12,210,745 | ||||||
(i) In April 2011, the Company paid for part of this financing in advance. |
||||||||
(ii) In July 2011, the subsidiary Braskem America settled this financing in advance. |
||||||||
(iii) FINEP - Financier of Studies and Projects |
||||||||
(iv) FUNDES - Fund for Economic and Social Development |
||||||||
61
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(a) Bonds
Issue amount |
Interest |
||||||||||
Issue date |
|
(US$ in thousands) |
Maturity |
(% per year) |
2011 |
2010 | |||||
August 2005 |
(i) |
250,000 |
June 2015 |
9.38 |
123,379 |
251,861 | |||||
April 2006 |
(i) |
500,000 |
no maturity date |
9.00 |
|
339,143 | |||||
September 2006 |
(i) |
275,000 |
January 2017 |
8.00 |
253,563 |
473,886 | |||||
June 2008 |
500,000 |
June 2018 |
7.25 |
942,622 |
837,294 | ||||||
May 2010 |
400,000 |
May 2020 |
7.00 |
752,951 |
673,348 | ||||||
May 2010 |
350,000 |
May 2020 |
7.00 |
663,296 |
589,180 | ||||||
October 2010 |
450,000 |
no maturity date |
7.38 |
858,981 |
763,000 | ||||||
April 2011 |
(i) |
750,000 |
April 2021 |
5.75 |
1,419,013 |
||||||
July 2011 |
(ii) |
500,000 |
July 2041 |
7.13 |
967,230 |
||||||
Total |
3,975,000 |
5,981,035 |
3,927,712 | ||||||||
(b) Export prepayments (“EPP”)
Initial amount |
|||||||||||
of the transaction |
|||||||||||
Issue date |
|
(US$ thousand) |
Maturity |
Charges (% per year) |
2011 |
2010 | |||||
December 2005 |
55,000 |
December 2012 |
US dollar exchange variation + semiannual Libor + 1.60 |
25,803 |
45,837 | ||||||
July 2006 |
(iv) |
95,000 |
June 2013 |
US dollar exchange variation + 3.17 |
33,416 |
51,166 | |||||
July 2006 |
(iv) |
75,000 |
July 2014 |
US dollar exchange variation + 2.73 |
72,696 |
89,561 | |||||
March 2007 |
(iv) |
35,000 |
March 2014 |
US dollar exchange variation + 4.10 |
47,147 |
58,630 | |||||
April 2007 |
(iv) |
150,000 |
April 2014 |
US dollar exchange variation + 3.40 |
282,206 |
250,662 | |||||
November 2007 |
(iii) |
150,000 |
November 2013 |
US dollar exchange variation + 3.53 |
|
250,410 | |||||
October 2008 |
(i) |
725,000 |
October 2013 |
US dollar exchange variation + 5.64 |
|
670,378 | |||||
August 2009 |
20,000 |
July 2011 |
US dollar exchange variation + semiannual Libor + 5.00 |
|
34,482 | ||||||
March 2010 |
(iv) |
100,000 |
March 2015 |
US dollar exchange variation + 4.67 |
190,808 |
168,752 | |||||
May 2010 |
150,000 |
May 2015 |
US dollar exchange variation + semiannual Libor + 2.40 |
282,093 |
250,631 | ||||||
June 2010 |
150,000 |
June 2016 |
US dollar exchange variation + semiannual Libor + 2.60 |
281,869 |
250,419 | ||||||
December 2010 |
100,000 |
December 2017 |
US dollar exchange variation + semiannual Libor + 2.47 |
187,783 |
166,810 | ||||||
March 2011 |
200,000 |
February 2021 |
US dollar exchange variation + semiannual Libor + 1.20 |
377,525 |
| ||||||
Total |
2,005,000 |
1,781,346 |
2,287,738 | ||||||||
(i) In April 2011, Braskem Finance concluded the funding of US$ 750 million, which was part of the financial resources used to: (1) partially settle in advance the bonds issued in August 2005 and September 2006; (2) fully settle the perpetual bonds issued in April 2006; (3) partially settle in advance the financing obtained through the Medium-Term Notes program; and (4) fully settle in advance the financing obtained in October 2008 through export prepayments.
(ii) On July 19, 2011, the subsidiary Braskem America Finance completed the funding of US$ 500 million with semiannual payments of interest on January 22 and July 22 of each year for the purpose of (1) making the payment for the loan obtained in the acquisition of Sunoco Chemicals; (2) making the payment of short and long-term borrowings; and (3) general corporate matters.
(iii) On September 28, 2011, an export prepayment amounting to R$ 271,798 (US$ 150,932 thousand) was fully settled in advance.
(iv) Braskem contracted hedge transactions for some export prepayment contracts in order to offset the variation in the Libor (Note 21.2.1(b.i)). On December 31, 2011, the breakdown of the charges on these contracts already shows the nominal rate applied taking into consideration these transactions.
62
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(c) BNDES financing
Braskem has financing contracted with the National Bank for Economic and Social Development – BNDES and the breakdown of which, per project, is represented below:
Projects |
Issue date |
Maturity |
Charges (% per year) |
2011 |
2010 | |||||
Green PE |
2008/2009 |
July 2017 |
TJLP + 0,00 to 4,78 |
508,083 |
468,684 | |||||
Green PE |
2009 |
July 2017 |
US dollar exchange variation + 6.17 |
49,463 |
40,335 | |||||
Braskem Qpar expansion |
2006/2007/2008 |
February 2016 |
TJLP + 1,00 to 3,50 |
460,270 |
569,217 | |||||
Braskem Qpar expansion |
2006/2007/2008 |
April 2016 |
US dollar exchange variation + 6.09 to 6.59 |
44,047 |
47,293 | |||||
Braskem Qpar expansion |
2006/2007/2008 |
January 2015 |
Monetary variation (UMBNDES) + 6,24 |
2,862 |
3,359 | |||||
Limit of credit II |
2009 |
January 2017 |
TJLP + 2,58 to 3,58 |
327,902 |
259,788 | |||||
Limit of credit II |
2009 |
January 2017 |
US dollar exchange variation + 6.17 |
87,694 |
63,144 | |||||
Limit of credit II |
2009 |
January 2017 |
4.5 |
17,582 |
- | |||||
PVC Alagoas |
2010 |
December 2019 |
TJLP + 0,00 to 3,58 |
261,403 |
48,046 | |||||
PVC Alagoas |
2010 |
January 2020 |
US dollar exchange variation + 6.17 |
68,630 |
11,713 | |||||
PVC Alagoas |
2010 |
January 2020 |
5.5 |
30,129 |
- | |||||
Limit of credit I |
2007 |
April 2015 |
TJLP + 1,81 to 2,32 |
260,851 |
348,119 | |||||
Limit of credit I |
2007 |
April 2015 |
US dollar exchange variation + 4.91 to 5.80 |
57,813 |
68,044 | |||||
Paulinia |
2006 |
December 2014 |
TJLP + 2,40 to 3,40 |
245,014 |
323,732 | |||||
Paulinia |
2006 |
January 2015 |
US dollar exchange variation + 6.49 |
25,546 |
30,058 | |||||
Limit of credit III |
2011 |
January 2018 |
TJLP + 2,05 to 3,45 |
122,234 |
| |||||
Limit of credit III |
2011 |
January 2018 |
US dollar exchange variation + 6.04 |
28,169 |
| |||||
Limit of credit UNIB-South |
2006 |
May 2014 |
TJLP + 2,02 to 3,00 |
92,131 |
140,820 | |||||
Limit of credit UNIB-South |
2006 |
July 2014 |
US dollar exchange variation + 5.41 to 6.09 |
17,866 |
22,979 | |||||
Butadiene |
2011 |
December 2020 |
TJLP + 2,45 to 3,45 |
64,060 |
| |||||
Butadiene |
2011 |
January 2021 |
US dollar exchange variation + 6.04 |
16,185 |
| |||||
Other |
2005/2006 |
September 2016 |
TJLP + 0,52 to 4,00 |
166,862 |
261,416 | |||||
Other |
2005/2006 |
October 2016 |
US dollar exchange variation +6.39 to 6.59 |
11,764 |
12,751 | |||||
Other |
2005/2006 |
October 2016 |
Monetary variation (UMBNDES) + 5,49 to 6,29 |
3,683 |
7,915 | |||||
Total |
2,970,243 |
2,727,413 | ||||||||
The I, II, III and UNIB-South credit limits refer to revolving credit lines, with limits stipulated by BNDES, and the funds of which are aimed at the current investments of the Company and investments in research, development and innovation.
Additionally, in December 2011, BNDES approved a new revolving credit line limit for the Company in the total amount of R$ 2.5 billion, which may be used for five years as from the date it is contracted. The funds will be used in the Company’s investment plan for 2011 to 2013. The first release of these funds (III credit limit) took place in December 2011 in the amount of R$ 150 million.
63
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(d) Export credit notes (“NCE”)
Initial amount |
|||||||||||
Issue date |
|
of the transaction |
Maturity |
Charges (% per year) |
2011 |
2010 | |||||
December 2005 |
100,000 |
March 2014 |
106% of CDI |
105,345 |
104,921 | ||||||
January 2006 |
11,500 |
January 2014 |
108% of CDI |
7,731 |
10,137 | ||||||
November 2006 |
167,014 |
May 2018 |
Us dollar exchange variation + 8.10 |
147,991 |
131,455 | ||||||
April 2007 |
101,605 |
March 2018 |
Us dollar exchange variation + 7.87 |
95,533 |
84,840 | ||||||
May 2007 |
146,010 |
May 2019 |
Us dollar exchange variation + 7.85 |
141,636 |
125,810 | ||||||
January 2008 |
266,430 |
February 2020 |
Us dollar exchange variation + 7.30 |
290,043 |
257,583 | ||||||
March 2008 |
41,750 |
March 2016 |
Us dollar exchange variation + 7.50 |
47,950 |
42,592 | ||||||
March 2008 |
(i) |
450,000 |
March 2017 |
110% of CDI |
|
487,468 | |||||
April 2010 |
50,000 |
March 2014 |
12.16 |
60,861 |
54,260 | ||||||
June 2010 |
200,000 |
June 2014 |
12.13 |
237,590 |
211,885 | ||||||
September 2010 |
(ii) |
71,000 |
September 2012 |
100.7% of CDI |
81,818 |
73,110 | |||||
February 2011 |
250,000 |
February 2014 |
99% of CDI |
274,613 |
|||||||
April 2011 |
(ii) |
450,000 |
April 2019 |
112.5% of CDI |
461,209 |
||||||
June 2011 |
80,000 |
June 2014 |
98.5% of CDI |
84,572 |
|||||||
August 2011 |
(ii) |
400,000 |
August 2019 |
112.5% of CDI |
404,267 |
||||||
October 2011 |
250,000 |
April 2012 |
108.3% of CDI |
158,568 |
|||||||
November 2011 |
400,000 |
November 2019 |
112.5% of CDI |
405,240 |
|||||||
Total |
3,435,309 |
3,004,967 |
1,584,061 | ||||||||
(i) In March 2011, the Company settled this financing in advance.
(ii) Braskem contracted hedge transactions for some NCE contracts in order to offset the variation in the CDI (Note 21.2.1(a.ii)), and the transaction of R$ 71,000, contracted in September 2010, was designated for hedge accounting (Note 21.2.1(b.ii)).
(e) Project financing - NEXI
(i) 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 is repayable in 11 installments as from March 2007, with final maturity in June 2012.
As described in Note 21.2.1 (a.i), the Company entered into swap contracts for all of these debts, changing the effective annual interest cost of the tranche drawn down in March 2005 to 101.59% of the CDI and that of the tranches drawn down in September 2005 to 104.29% and 103.98% of the CDI. The swap contracts were signed with first-class foreign banks and maturities, currency, rates and amounts are perfectly appropriate to the financing contracts.
(ii) In March 2011, the Company obtained loans in U.S. dollar from NEXI in the amount of US$ 200 million and the charges on which are paid semiannually and include foreign exchange variation, semiannual Libor and interest of 1.20% a year. The principal amount will be paid in semiannual installments as from February 2013 and matures in February 2021. On December 31, 2011, the balance of this loan is presented in the “EPP” account in the amount of R$ 377,525 in item (b) of this note.
64
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(f) Payment schedule
The long-term amounts mature as follows:
2011 |
2010 | |||
2012 |
|
1,238,243 | ||
2013 |
1,252,464 |
1,814,902 | ||
2014 |
1,781,917 |
1,691,089 | ||
2015 |
1,123,509 |
1,069,774 | ||
2016 |
1,204,472 |
671,495 | ||
2017 |
565,456 |
683,258 | ||
2018 |
1,331,131 |
1,082,112 | ||
2019 |
1,536,264 |
159,965 | ||
2020 |
1,754,200 |
1,510,429 | ||
2021 and thereafter |
3,203,620 |
1,083,034 | ||
Total |
13,753,033 |
11,004,301 | ||
(g) Capitalized financial charges
The Company capitalized financial charges in the year ended December 31, 2011 in the amount of R$ 101,721 (2010 - R$ 43,491), including monetary and exchange variation. The average rate of these charges in the year was 7.68% a year (2010 – 6.00% a year).
(h) Guarantees
Braskem has provided guarantees for its borrowings as shown below:
Total |
Total |
|||||||
Loans |
Maturity |
guaranteed |
debt 2011 |
Guarantees | ||||
BNB |
December 2022 |
214,530 |
214,530 |
Mortgage of plants, pledge of machinery and equipment | ||||
BNDES |
January 2020 |
2,955,573 |
2,955,573 |
Mortgage of plants, land and property, pledge of machinery and equipment | ||||
FUNDES |
May 2020 |
204,182 |
204,182 |
Mortgage of plants, land and property, pledge of machinery and equipment | ||||
NEXI |
June 2012 |
26,318 |
26,318 |
Insurance policy | ||||
EPP |
March 2014 |
47,147 |
47,147 |
Mortgage guarantees of 2° grade and land | ||||
FINEP |
January 2019 |
63,596 |
63,596 |
Bank surety | ||||
FINAME |
July 2015 |
6,844 |
6,844 |
Pledge of equipment | ||||
Total |
3,518,190 |
3,518,190 |
||||||
65
Braskem S.A. and Its Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2011, 2010 and 2009
All amounts in thousands of Brazilian reais, unless otherwise indicated
(i) Covenants
The financing agreements entered into by Braskem and NEXI establish limits for certain indicators related to the capacity for indebtedness and payment of interest.
The first indicator establishes a limit for the indebtedness of Braskem based on its EBITDA generating capacity. This is calculated by dividing the Company’s consolidated net debt by its consolidated EBITDA for the past twelve months. This indicator is calculated in U.S. dollars, using the closing PTAX to determine the net debt and the average U.S. dollar rate for the last four quarters for the calculation of EBITDA.
The second indicator found in the agreements of Braskem is the division of consolidated EBITDA by net interest, which corresponds to the difference between the interest paid and interest received. This indicator is checked on a quarterly basis and calculated in U.S. dollars.
A summary of these operations and their limiting factors is provided below:
Indicator/Limit |
Currency |
Net debt/EBITDA < 4.5 |
U.S. dollar |
EBITDA /Net interest > 1.5 |
U.S. dollar |
The calculation of EBITDA for these operations is determined as follows:
|
|
EBITDA = LB (-) DOP (+) DAC (+/-) ORD (+) DJCP | |
LB = Gross profit |
ORD = Other operating income and expenses |
DOP = Selling, general and administrative expenses |
DJCP = Dividends and interest on capital received from |
DAC = Depreciation allocated to the cost of products sold |
non-consolidated companies |
The penalty for the non-compliance with these covenants is the possibility of having the debt maturing earlier. On December 31, 2011, all commitments assumed were complied with.
20 Debentures (public issues of non-convertible debentures)
On September 1, 2011, the Company paid the amount of R$ 530,424 for non-convertible debentures related to the 14th issue started in August 2006.
On December 31, 2011, the balance of R$ 19,102 refers to the first issue of non-convertible debentures of the jointly-controlled subsidiary RPR, which took place in 2011, presented in the non-current liabilities.
66
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
21 Financial instruments
21.1 Non-derivative financial instruments
Braskem held on December 31, 2011 and 2010 the following non-derivative financial instruments according to the definition of IAS 39.
|
Book value |
Fair value | ||||||||||||
Classification by category |
Fair value hierarchy |
Note |
2011 |
2010 |
2011 |
2010 | ||||||||
Cash and cash equivalents |
6 |
|||||||||||||
Cash and banks |
Loans and receivables |
349,916 |
252,925 |
349,916 |
252,925 | |||||||||
Financial investments in Brazil |
Held-for-Trading |
Level 2 |
435,580 |
2,208,475 |
435,580 |
2,208,475 | ||||||||
Financial investments in Brazil |
Loans and receivables |
1,464,245 |
|
1,464,245 |
| |||||||||
Financial investments abroad |
Held-for-Trading |
Level 2 |
737,078 |
162,870 |
737,078 |
162,870 | ||||||||
2,986,819 |
2,624,270 |
2,986,819 |
2,624,270 | |||||||||||
Financial investments |
7 |
|||||||||||||
FIM Sol investments |
Held-for-Trading |
Level 2 |
36,410 |
204,123 |
36,410 |
204,123 | ||||||||
Investiments in foreign currency |
Held-for-Trading |
Level 2 |
10,716 |
32,112 |
10,716 |
32,112 | ||||||||
Shares |
Held-for-Trading |
Level 1 |
3,023 |
84 |
3,023 |
84 | ||||||||
FIM Sol investments |
Loans and receivables |
116,007 |
|
116,007 |
| |||||||||
Quotas of receivables investment fund |
Held-to-maturity |
34,720 |
28,706 |
34,720 |
28,706 | |||||||||
Restricted deposits |
Held-to-maturity |
4,173 |
|
4,173 |
| |||||||||
205,049 |
265,025 |
205,049 |
265,025 | |||||||||||
Trade accounts receivable |
Loans and receivables |
8 |
1,894,812 |
1,956,951 |
1,894,812 |
1,956,951 | ||||||||
Related parties |
10 |
|||||||||||||
Assets |
Loans and receivables |
58,169 |
53,742 |
58,169 |
53,742 | |||||||||
Trade Payables |
Other financial liabilities |
6,847,340 |
5,201,162 |
6,847,340 |
5,201,162 | |||||||||
Borrowings |
19 |
|||||||||||||
Foreign currency |
Other financial liabilities |
9,699,720 |
8,055,649 |
9,956,792 |
8,127,648 | |||||||||
Local currency |
Other financial liabilities |
5,531,341 |
4,187,829 |
5,531,765 |
4,187,829 | |||||||||
15,231,061 |
12,243,478 |
15,488,557 |
12,315,477 | |||||||||||
Debentures |
Other financial liabilities |
20 |
19,102 |
517,741 |
19,102 |
516,562 | ||||||||
(a) Fair value
The fair value of financial assets and liabilities is estimated as the amount for which a financial instrument could be exchanged in an arm’s length transaction and not in a forced sale or settlement. The following methods and assumptions were used to estimate the fair value:
(i) held-for-trading and available-for-sale financial assets are measured in accordance with the fair value hierarchy (Level 1 and Level 2), with inputs used in the measurement processes obtained from sources that reflect the most recent observable market prices.
(ii) trade accounts receivable, trade payables and other short-term liabilities approximate their respective carrying amount due to the short-term maturity of these instruments.
(iii) the fair value of related parties is the same as the carrying amount.
(iv) the fair value of borrowings is estimated by discounting future contractual cash flows at the market interest rate, which is available to Braskem in similar financial instruments.
(v) the fair value of debentures is obtained through secondary market prices disclosed by ANDIMA (National Association of Financial Market Institutions).
67
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b) Fair value hierarchy
The Company adopts and IFRS 7 for financial instruments that are measured in the balance sheet; this requires disclosure of measurements by level of the following fair value measurement hierarchy:
Level 1 – Fair value obtained through prices quoted (without adjustments) in active markets for identical assets or liabilities, such as the stock exchange; and
Level 2 – Fair value obtained from discounted cash flow models, when the instrument is a forward purchase or sale or a swap contract, or valuation models of option contracts, such as the Black-Scholes model, when the derivative has the characteristics of an option.
The valuation assumptions (inputs to models) are obtained from sources that reflect the most recent observable market prices, particularly the curves of interest and future currency quotes disclosed by the Commodities & Futures Exchange, the spot exchange rate disclosed by the Central Bank of Brazil and the foreign interest curves disclosed by well-known quoting services such as Bloomberg or Reuters.
21.2 Derivative financial instruments
Derivative financial instruments are presented in the balance sheet at their fair value in an asset or liability account depending on whether the fair value represents a positive or a negative balance to Braskem, respectively. Derivative financial instruments are necessarily classified as "held-for-trading". The regular changes in the fair value of derivatives are recognized as financial income or expense in the period in which they occur, except when the derivative is designated and qualified for hedge accounting.
All derivative financial instruments held at December 31, 2011 were contracted on Over the Counter - OTC markets with large financial counterparties under global derivative contracts in Brazil or abroad and its fair value is classified as Level 2.
Braskem’s Financial Policy provides for a continuous short-term hedging program for foreign exchange rate risk arising from its operations and financial items. The other market risks are addressed on a case-by-case basis for each transaction. In general, Braskem assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge for each operation and keeps it in place for the whole period of the hedged transaction.
Braskem may elect derivatives as hedges for the application of hedge accounting in accordance with IAS 32, IAS 39 and IFRS 7. The hedge designation is not mandatory. In general, Braskem will elect to designate derivatives as hedges when the application is expected to provide a significant improvement in the presentation of the offsetting effect of derivatives on the changes in the hedged items.
68
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
21.2.1 Changes in derivative financial instruments
At December 31, 2011, Braskem had financial derivative contracts with a nominal value of R$ 1,802,799 (2010 - R$ 2,257,789), R$ 279,495 (2010 – R$ 279,495) of which related to hedge transactions connected with project financing, R$ 1,444,320 (2010 – R$ 1,978,294) connected with export prepayments and export credit notes, and R$ 78,984 connected with commodities and a share repurchase program.
Characteristics of the operation |
|
|||||||||||||
Change infair value |
Financial |
|||||||||||||
Identification |
|
|
Asset part |
Liability part |
2010 |
(Note 21.2.2) |
settlement |
2011 | ||||||
Non-hedge accouting transactions |
||||||||||||||
Foreign exchange swap |
Note 21.2.1 (a.i) |
Iene |
CDI |
13,700 |
(1,962) |
(11,089) |
649 | |||||||
Foreign exchange swap |
Note 21.2.1 (a.ii) |
CDI |
Dolar |
66,576 |
4,393 |
70,969 | ||||||||
Repurchase of shares swap |
(i) |
Note 21.2.1 (a.iii) |
Share value |
CDI |
2,263 |
2,263 | ||||||||
Naphtha purchase swap |
Note 21.2.1 (a.iv) |
Fixed price |
Variable price |
219 |
261 |
480 | ||||||||
Term commodity - ethanol |
Note 21.2.1 (a.v) |
Variable price |
Fixed price |
(202) |
(202) | |||||||||
|
||||||||||||||
13,700 |
66,894 |
(6,435) |
74,159 | |||||||||||
Hedge accounting transactions |
||||||||||||||
Braskem Inc. |
||||||||||||||
Interest rate swaps |
(ii) |
Note 21.2.1 (b) |
Libor |
Fixed rate |
42,890 |
(7,940) |
(34,950) |
| ||||||
Braskem |
||||||||||||||
Interest rate swaps |
Note 21.2.1 (b.i) |
Libor |
Fixed rate |
25,988 |
6,986 |
(13,665) |
19,309 | |||||||
Interest rate swaps |
Note 21.2.1 (b.ii) |
Pre-contractual rate |
CDI |
456 |
(1,289) |
|
(833) | |||||||
Braskem America |
||||||||||||||
Interest rate swaps |
(iii) |
Note 21.2.1 (b) |
Libor |
Fixed rate |
1,523 |
2,882 |
(4,405) |
|||||||
Sale swaps |
Note 21.2.1 (b) |
(1,300) |
1,300 |
|
||||||||||
69,557 |
1,939 |
(53,020) |
18,476 | |||||||||||
Current assets (other receivables) |
(1,300) |
|
(1,035) | |||||||||||
Current liability (hedge operations) |
50,124 |
83,392 | ||||||||||||
Non-current liabilities (hedge operations) |
34,433 |
10,278 | ||||||||||||
83,257 |
92,635 | |||||||||||||
(i) Braskem shares were repurchased by a financial institution and are the subject matter of a swap operation (Note 29(g)).
(ii) As a consequence of the advanced payment of the (1) export prepayment contracts mentioned in Note 19(b); and (2) financing for the acquisition of the investment mentioned in Note 19(ii), Braskem settled in advance the interest rate swap transactions that would mature in October 2013 and April 2015.
(iii) In December 2011, the swap operations held by the subsidiary Braskem America for the purpose of establishing the margins in sales contracts were settled. A financial expense amounting to R$ 1,300 related to the settlement of these operations was recognized.
The counterparties in these contracts are daily monitored based on the analysis of their respective ratings and Credit Default Swaps – CDS. Braskem has many bilateral risk mitigators in its derivative contracts, such as the possibility of depositing or requesting deposits of a guarantee margin from the counterparties it deems convenient. At December 31, 2011 there was no guarantee deposit placed by Braskem in relation to these derivatives.
69
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(a) Non-hedge accounting transactions
The regular changes in the fair value of swaps are recorded as financial income or expenses in the same period in which they occur. Braskem recognized a financial expense of R$ 66,894 related to the change in the fair value of these swaps for the period ended December 31, 2011.
(a.i) Project financing (NEXI) related swaps
At December 31, 2011, the Company had four currency swap contracts with a total nominal value of R$ 279,495 to hedge loans obtained in yen with floating interest rates and maturing in March and June, 2012. The objective of these swaps is to mitigate the risk of fluctuations in the foreign exchange rate between the Brazilian real and the yen arising from the loan mentioned in Note 19(e) and the risk of the change in future expenses with the payment of interest. The term, amount, settlement dates, and interest rate in yen of the swaps match the financing terms. The Company intends to maintain these swaps until the settlement of the loans.
The characteristics of each swap transaction are listed below:
Identification |
Nominal value |
Interest rate |
Fair value | |||||||
(R$ thousand) |
Maturity |
2011 |
2010 | |||||||
Swap NEXI I |
28,987 |
104.29% CDI |
June 2012 |
(129) |
1,051 | |||||
Swap NEXI II |
136,495 |
101.85% CDI |
March 2012 |
1,468 |
9,283 | |||||
Swap NEXI III |
86,110 |
103.98% CDI |
June 2012 |
(503) |
3,089 | |||||
Swap NEXI IV |
27,903 |
103.98% CDI |
June 2012 |
(187) |
277 | |||||
Total |
279,495 |
649 |
13,700 | |||||||
In current liabilities (hedge operations) |
649 |
13,700 | ||||||||
Total |
649 |
13,700 | ||||||||
The Company has elected not to designate these swaps as hedges for the application of hedge accounting since the main risk protected - the variation in the foreign exchange rate - is satisfactorily mitigated by the offsetting results of the foreign exchange variation in the loans and the variation in the derivative's fair value. Consequently, the regular changes in the fair value of the swaps are recorded as finance income or expense in the same period in which they occur. The Company recognized financial income of R$ 1,962 related to the changes in the fair value of these swaps in 2011.
70
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(a.ii) Export credit note (NCE) related swaps
At December 31, 2011, the Company had five foreign exchange swap contracts with a total nominal value of R$ 600,000 contracted on a credit line in reais with a rate of 112.5% of the CDI in August 2011 and maturing in April and August 2019 (Note 19(d)). In these swaps the Company receives 112.5% of the CDI and regularly pays exchange variation and a fixed rate of the foreign exchange coupon concurrently with the debt's cash flow.
Identification |
Nominal value |
Fair value | ||||||||
(R$ thousand) |
Interest rate |
Maturity |
2011 |
2010 | ||||||
Swap NCE I |
200,000 |
5.44% |
August 2019 |
32,023 |
||||||
Swap NCE II |
100,000 |
5.40% |
August 2019 |
13,952 |
||||||
Swap NCE III |
100,000 |
5.37% |
August 2019 |
12,512 |
||||||
Swap NCE IV |
100,000 |
5.50% |
April 2019 |
6,267 |
||||||
Swap NCE V |
100,000 |
5.50% |
April 2019 |
6,215 |
||||||
Total |
600,000 |
70,969 |
||||||||
In current liabilities (hedge operations) |
70,969 |
|||||||||
Total |
70,969 |
|||||||||
The Company has elected not to designate these swaps as hedges for the application of hedge accounting since the main risk protected - the variation in the CDI - is satisfactorily mitigated by the offsetting results of the CDI variation in the loans and the changes in the derivative's fair value. Consequently, the regular changes in the fair value of the swaps are recorded as financial income or expenses in the same period in which they occur. The Company recognized a financial expense of R$ 66,576 related to the changes in the fair value of these swaps in 2011.
(a.iii) Repurchase of shares related swaps (Note 29(g))
On December 31, 2011, 1,405,400 class A preferred shares of the Company had been repurchased by financial institutions for a nominal value of R$ 19,830 (Note 29(g)). The Company recognized a financial expense of R$2,263 related to the variation in the CDI as from the date each repurchase.
Identification |
Nominal value |
Interest rate |
Fair value | |||||||
(R$ thousand) |
Maturity |
2011 |
2010 | |||||||
Repurchase TRS |
19,830 |
108% CDI |
August 2012 |
2,263 |
||||||
Total |
19,830 |
2,263 |
| |||||||
In current liabilities (hedge operations) |
2,263 |
|||||||||
Total |
2,263 |
| ||||||||
71
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(a.iv) Naphtha purchase related swaps
On December 31, 2011, the subsidiary Braskem Inc. held two naphtha swap contracts with a nominal value of US$ 30,428 thousand. In these swaps, Braskem Inc. swaps floating flows for fixed flows for the purposes of preserving its margins.
Identification |
Nominal value |
US$ Fixed price / ton |
Maturity |
Fair value | ||||||
(US$ thousand) |
2011 |
2010 | ||||||||
Naphtha swap |
15,208 |
869.0000 |
February 2012 |
228 |
||||||
Naphtha swap |
15,221 |
869.7500 |
February 2012 |
252 |
||||||
Total |
30,428 |
480 |
||||||||
In current liabilities (hedge operations) |
480 |
|||||||||
Total |
480 |
|||||||||
The Company decided not to designate these swaps as hedges for hedge accounting purposes. Consequently, the regular changes in the fair value of the swaps are recorded as financial income or expenses in the same period in which they occur. Braskem recognized a financial expense of R$ 219 related to the changes in the fair value of these swaps in 2011.
(a.v) Ethanol purchase related swaps
On December 31, 2011, the Company held ethanol derivative contracts indexed to the Commodities & Futures Exchange – BM&F in the nominal amount of R$ 2,077. In this operation, the Company seeks to protect the margin of its operations.
Identification |
Nominal value |
R$ fixed price / m3 |
Maturity |
Fair value | ||||||
(R$ thousand) |
2011 |
2010 | ||||||||
Term commodity |
2,077 |
1,384.500 |
February 2012 |
(202) |
||||||
Total |
2,077 |
(202) |
||||||||
In current assets (other receivables) |
(202) |
|||||||||
Total |
(202) |
|||||||||
The Company decided not to designate these swaps as hedges for hedge accounting purposes.
Consequently, the regular changes in the fair value of the swaps are recorded as financial income or expenses in the same period in which they occur. The Company recognized a financial income of R$ 202 related to the changes in the fair value of these swaps in 2011.
72
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b) Hedge accounting transactions
The Company designated the following operations for hedge accounting:
(b.i) Export prepayment (EPP) related interest rate swaps
Braskem, at December 31, 2011, 7 interest rate swap contracts with a total nominal value of US$ 407,500 thousand relating to export prepayment debts contracted in U.S. dollars and at floating interest rates (Libor basis) in October 2008, April 2009 and June 2010 and maturing between 2013 and 2015 (Note 19 (b)). In these swaps, Braskem receives floating rates (Libor) and pays fixed rates regularly, concurrently with the cash flow of the export prepayment debt. The purpose of these swaps is to mitigate the changes in future financial expenses of the debt caused by fluctuations in the LIBOR rate. The term, amount, settlement dates and floating interest rate match the financing terms. Braskem intends to maintain these swaps until the settlement of the loans.
For hedge accounting purposes, these swaps were designated as cash flow hedges of the risk of fluctuations in LIBOR on the specified debts. The regular effective changes in the fair value of the derivatives designated as cash flow hedges that are highly effective in mitigating the cash flow changes in the hedged item are recognized in equity as "other comprehensive income" until the period in which the respective changes in the hedged item impact profit or loss. The impacts of Libor on the hedged item affect the results of Braskem in every period of allocation of the interest on the debt, from the date of the disbursement until its maturity.
The characteristics of each swap transaction are listed below:
Identification |
Nominal value |
Interest rate |
Fair value | |||||||
(US$ thousand) |
Maturity |
2011 |
2010 | |||||||
Swap EPP X |
35,000 |
2.5040% |
March 2014 |
1,216 |
1,786 | |||||
Swap EPP XI |
75,000 |
1.9450% |
July 2014 |
1,079 |
1,455 | |||||
Swap EPP XII |
100,000 |
2.1200% |
November 2013 |
4,061 | ||||||
Swap EPP XIII |
50,000 |
2.1500% |
November 2013 |
2,082 | ||||||
Swap EPP XIV |
50,000 |
2.6350% |
April 2014 |
3,452 |
3,734 | |||||
Swap EPP XV |
100,000 |
2.6200% |
April 2014 |
6,848 |
7,392 | |||||
Swap EPP XVI |
47,500 |
1.6650% |
June 2013 |
184 |
606 | |||||
Swap EPP XVII |
75,000 |
2.1975% |
March 2015 |
4,923 |
3,684 | |||||
Swap EPP XIX |
25,000 |
2.1700% |
March 2015 |
1,608 |
1,188 | |||||
Total |
557,500 |
19,309 |
25,988 | |||||||
In current liabilities (hedge operations) |
9,031 |
13,918 | ||||||||
In non-current liabilities (hedge operations) |
10,278 |
12,070 | ||||||||
Total |
19,309 |
25,988 | ||||||||
73
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b.ii) Export credit note (NCE) related swap
At December 31, 2011, the Company had an interest rate swap designated for hedge accounting with a total nominal value of US$ 42,612 thousand, contracted on a fixed-rate credit line in Brazilian reais in September 2010 and maturing in September 2012 (Note 19 (d)). In this swap the Company regularly receives fixed rates and pays a percentage of the CDI concurrently with the debt's cash flow.
Identification |
Nominal value |
Interest rate |
Fair value | |||||||
(US$ thousand) |
Maturity |
2011 |
2010 | |||||||
Swap NCA I |
42,612 |
100.70% CDI |
September 2012 |
(833) |
456 | |||||
Total |
42,612 |
(833) |
456 | |||||||
In current assets (other receivables) |
(833) |
| ||||||||
In non-current liabilities (hedge operations) |
|
|
456 | |||||||
Total |
(833) |
456 | ||||||||
(c) Effectiveness test of transactions designated for hedge accounting
Braskem tests the effectiveness of these hedges at the end of the reporting period using the cumulative monetary compensation method. According to this method, the hedge is considered effective if the variation in the cash flow of derivatives is between 80% and 125% of the variation in the hedged item caused by the risk that is being covered.
The effectiveness test at December 31, 2011, showed that the derivatives were effective in offsetting the changes in the hedged item from the time the derivatives were contracted until the end of the reporting period, and that all other conditions for qualifying these instruments for hedge accounting were met. Consequently, the effective portion of the changes in the fair value of the derivatives, amounting to R$ 1,939 (Note 21.2.1), was recorded as "other comprehensive income".
(d) Estimated maximum loss
The amount at risk of the derivatives held by Braskem at December 31, 2011, defined as the highest loss that could result in one month and in 95% of the cases, under normal market conditions, was estimated by the Company at US$ 1,530 thousand for the EPP swaps, US$ 8,219 thousand for the NCE swap and R$ 275,521 for the NEXI swaps.
74
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
21.2.2 Hedge operations presented in “other
comprehensive income” in equity
The derivatives indicated in items 21.2.1 (b) were designated as cash flow hedge, resulting in closing balances in “other comprehensive income”. The appropriations of interest are allocated to interest expenses in the financial expenses group. The summary of changes in the account is as follows:
Appropriation of |
Change in |
|||||||
2010 |
interest |
fair value |
2011 | |||||
Swaps EPP Braskem Inc. |
(39,315) |
31,375 |
7,940 |
| ||||
Swaps EPP Braskem |
(23,013) |
12,928 |
(6,986) |
(17,071) | ||||
Swaps loans Braskem |
(456) |
|
1,289 |
833 | ||||
Swaps loans Braskem America |
212 |
2,670 |
(2,882) |
|||||
Sale price swaps Braskem America |
1,300 |
|
(1,300) |
|||||
(61,272) |
46,973 |
(1,939) |
(16,238) | |||||
On December 31, 2011, the appropriation of accrued interest and changes in the fair value of derivatives designated as cash flow hedge was R$ 45,034, which, with the effect of income tax and social contribution of R$ 2,458, amounts to R$ 42,576, and is presented within “other comprehensive income” in equity.
21.3 Credit quality of financial assets
(a) Trade accounts receivable
Practically all Braskem's customers do not have risk ratings assigned by credit rating agencies. For this reason, Braskem developed its own credit rating system for all accounts receivable from domestic customers and part of the accounts receivable from foreign customers. Braskem does not apply this rating to all of its foreign customers because most accounts receivable from them are covered by an insurance policy or letters of credit issued by banks. As of December 31, 2011, the credit ratings are as follows:
|
Percentage (%) | ||
1 |
Minimum risk |
|
24.09 |
2 |
Low risk |
|
33.04 |
3 |
Moderate risk |
|
30.25 |
4 |
High risk |
|
4.24 |
5 |
Very high risk |
(*) |
8.38 |
(*) Most customers in this group are inactive and the respective accounts are in the process of judicial collection. Customers in this group that are still active purchase from Braskem and pay in advance.
Default indicators (*):
· December 2009: 0.25%
· December 2010: 0.13%
· December 2011: 0.18%
(*) Default indicator = total trade accounts receivable in default issued in the past 12 months/total billings in the past 12 months.
75
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b) Other financial assets
In order to determine the credit ratings of counterparties in financial assets classified as cash and cash equivalents, held for trading, held to maturity and loans and receivables, Braskem uses the following ratings agencies: Standard & Poor’s, Moody’s and Fitch Ratings.
2011 |
2010 | |||
Cash and cash equivalents and financial investments |
||||
AAA |
2,868,992 |
2,136,193 | ||
AA+ |
|
445,867 | ||
AA |
206 |
43,154 | ||
AA- |
72,029 |
37,397 | ||
A+ |
96,464 |
78,920 | ||
A |
28 |
| ||
A- |
71,367 |
37,176 | ||
BBB+ |
|
18,684 | ||
BB+ |
19,028 |
18,878 | ||
B+ |
3,590 |
3,378 | ||
Other financial assets with no risk assessment |
10,548 |
8,830 | ||
3,142,252 |
2,828,477 | |||
Held-to-maturiy |
||||
Quotas of investment funds in credit rights (i) |
34,720 |
28,706 | ||
Restricted deposits (ii) |
4,173 |
| ||
38,893 |
28,706 | |||
Other investments (offshore funds) |
||||
Sundry funds (i) |
10,723 |
32,112 | ||
10,723 |
32,112 | |||
Total |
3,191,868 |
2,889,295 | ||
(i) Financial assets with no internal or external ratings.
(ii) Risk-free financial assets.
Braskem’s financial policy determines “A-” as the minimum rating for financial investments. On December 31, 2011, Braskem has balances classified as “B+” and “BB+” related to balances of the jointly-controlled subsidiaries Propilsur and Polimerica amounting to R$ 3,590, and Term Deposits with Special Guarantee – DPGEs amounting to R$ 19,028, respectively. The DPGEs are guaranteed by the Credit Guarantee Fund – FGC, which makes these investments appropriate to Braskem’s policy.
76
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
21.4 Sensitivity analysis
The financial instruments, including derivatives, may be subject to changes in their fair value as a result of the variation in commodity prices, foreign exchange rates, interest rates, shares and share indexes, price indexes and other variables. The sensitivity of the derivative and non-derivative financial instruments to these variables are presented below:
(a) Selection of risks
The three main risks that may most affect the value of Braskem’s financial instruments are:
(i) Brazilian real-U.S. dollar exchange rate
(ii) Brazilian real-yen exchange rate
(iii) Libor floating interest rate
For the purposes of the risk sensitivity analysis, Braskem presents the exposures to currencies as if they were independent, that is, without reflecting in the exposure to a foreign exchange rate the risks of the variation in other foreign exchange rates that could be directly influenced by it.
(b) Selection of scenarios
In accordance with CVM Instruction No. 475/08, Braskem included three scenarios in the sensitivity analysis, one of which is probable and the other two represent adverse effects to Braskem. In the preparation of the adverse scenarios, only the impact of the variables on the financial instruments, including derivatives, and on the items covered by hedge transactions, was considered. The overall impacts on Braskem’s operations, such as the one arising from the revaluation of inventories and revenues and future costs, were not considered. Since Braskem manages its exposure to foreign exchange rate risk on a net basis, adverse effects from a depreciation of the Brazilian real in relation to the U.S. dollar can be offset by opposing effects on Braskem’s operating results.
The FOCUS survey published by the Central Bank of Brazil on December 30, 2011 was considered for the probable scenario. For the interest rate variables not considered in the FOCUS survey, the probable scenario considered was the Interbank Deposit Certificate (CDI) percentage variation. For the exchange rate variables not included in the FOCUS survey, the probable scenario considered was the U.S. dollar-real percentage variation.
For the Brazilian real-U.S. dollar exchange rate, an increase of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the exchange rate on December 31, 2011.
For the Brazilian real-yen exchange rate, an increase of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the exchange rate on December 31, 2011.
For the Libor interest rate, a decrease of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the Libor rate on December 31, 2011.
The sensitivity amounts in the table below are the changes in the value of the financial instruments in each scenario, except for table (e), which shows the changes in future cash flows.
77
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(c) Sensitivity to the Brazilian real-U.S. dollar exchange rate
The sensitivity of each financial instrument, including derivatives and items covered by them, to the variation in the Brazilian real-US dollar exchange rate is presented in the table below:
Possible adverse |
Extreme adverse | |||||
Instrument |
Probable |
(25%) |
(50%) | |||
Advances on exchange contracts |
8,830 |
(32,917) |
(65,834) | |||
BNDES |
27,746 |
(103,431) |
(206,861) | |||
Bonds |
401,116 |
(1,495,259) |
(2,990,517) | |||
Working capital / structured operations |
80,009 |
(298,255) |
(596,509) | |||
Raw material financing |
424 |
(1,581) |
(3,161) | |||
Medium-Term Notes |
11,159 |
(41,598) |
(83,196) | |||
EPP |
31,512 |
(117,469) |
(234,938) | |||
Financial investments abroad |
(49,290) |
183,742 |
367,483 | |||
EPP debt, plus hedge, of which: |
|
|
| |||
EPP debt |
87,953 |
(327,868) |
(655,735) | |||
Swap EPP |
1,295 |
(4,828) |
(9,655) | |||
Other swaps |
44,583 |
(166,194) |
(332,388) | |||
(d) Sensitivity to the Brazilian real-yen exchange rate
The sensitivity of each financial instrument, including derivatives and items covered by them, to the variation in the Brazilian real-yen exchange rate is presented in the table below:
Possible adverse |
Extreme adverse | |||||
Instrument |
Probable |
(25%) |
(50%) | |||
Project financing (NEXI), plus swaps, of which: |
||||||
Debt (NEXI) |
2,578 |
(9,610) |
(19,219) | |||
Swaps (NEXI) |
(1,754) |
6,538 |
13,076 | |||
(e) Sensitivity of future cash flows to the Libor floating interest rate
The sensitivity of future interest income and expenses of each financial instrument, including derivatives and items covered by them, is presented in the table below: The figures represent the impact on financial income (expenses), taking into consideration the average term of the respective instrument.
Possible adverse |
Extreme adverse | |||||
Instrument |
Probable |
(25%) |
(50%) | |||
Working capital / structured operation |
||||||
Raw material financing |
14 |
(50) |
(100) | |||
EPP |
1,012 |
(3,736) |
(7,413) | |||
EPP debt, plus hedge, of which: |
||||||
EPP debt |
2,826 |
(10,427) |
(20,690) | |||
Swap EPP |
(2,826) |
10,427 |
20,690 | |||
78
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
22 Taxes payable
Note |
2011 |
2010 | ||||
IPI |
38,654 |
49,721 | ||||
PIS and COFINS |
7,172 |
27,785 | ||||
Income tax and social contribution |
27,712 |
31,055 | ||||
ICMS |
(a) |
135,131 |
171,308 | |||
Education, SAT and INSS |
|
40,085 | ||||
Tax debt refinancing program - Law No.11,941/09 |
(b) |
1,669,976 |
1,535,458 | |||
Other |
64,521 |
118,219 | ||||
Total |
1,943,166 |
1,973,631 | ||||
Current liabilities |
329,987 |
390,062 | ||||
Non-current liabilities |
1,613,179 |
1,583,569 | ||||
Total |
1,943,166 |
1,973,631 | ||||
(a) ICMS
The ICMS balance payable includes the amount of R$ 53,017 (2010 – R$ 59,133) related to the ICMS due on the import of equipment and parts aimed at the construction of the industrial complex of the subsidiary Riopol. This tax has been paid in six annual installments since the date of the acquisition of the assets and it is not subject to any financial charges. This benefit was granted by specific legislation of the State of Rio de Janeiro.
(b) Tax debt refinancing program – Law No. 11,941/09
On May 27, 2009, Law No. 11.941, which establishes the conditions for the program that allows for the installment payments of federal tax debts, was enacted. These conditions include: (i) a payment term that can be as long as 180 months; (ii) reductions in fines, interest and charges that vary in accordance with the payment term; and (iii) the possibility of using the balance of income tax and social contribution tax loss carryforwards in the settlement of fines and interest. In compliance with the provision in said Law, Braskem and its subsidiaries Braskem Qpar and Braskem Petroquímica adhered to this program and paid the minimum amounts established by law until the consolidation of the tax debts.
In June 2011, the Federal Revenue Service made the program available for consolidating the debts in said refinancing program. The amount consolidated totaled R$ 1,664,907 to be paid in monthly and consecutive installments of R$ 10,678, adjusted based on the Selic rate as from that month. At December 31, 2011, the balance of R$ 1,669,976 will be paid in 154 months.
As established in said Law, Braskem will lose all the reductions of arrears charges if it fails to pay three installments, whether consecutive or not.
79
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
23 Income tax (“IR”) and social contribution (“CSL”)
23.1 Reconciliation of the effects of IR and CSL on the Company’s profit (loss)
2011 |
2010 |
2009 | ||||
Profit (loss) before IR and CSL and |
||||||
participation of non-controlling interest |
(874,994) |
1,887,438 |
1,758,416 | |||
IR and CSL credit (expenses) at the rate of 34% |
297,498 |
(641,729) |
(597,862) | |||
Permanent adjustments to the IR and social |
||||||
contribution calculation basis |
||||||
IR and CSL on equity in |
||||||
results of investees |
(651) |
8,372 |
(18,241) | |||
Temporary differences on CSL not previously recognized |
87,282 | |||||
Effects of taxes paid in installments |
13,896 |
38,718 |
351,300 | |||
Deferred IR and CSL losses |
282,997 |
|||||
Adjustments related to Law Nos. 11,638/07 and 11,941/09 |
(10,705) |
|||||
Tax incentives (Sudene and PAT) (i) |
5,479 |
|||||
Recognition of prior period CSL |
(18,186) |
(342,203) | ||||
Recognition of prior period IR and CSL |
(404,400) | |||||
IR loss carryforward used to offset other taxes |
(502,292) | |||||
IR and CSL recorded from previous years (ii) |
73,773 |
| ||||
Business combination effects |
|
331,596 |
34,697 | |||
Other permanent differences |
(26,361) |
5,505 |
31,794 | |||
Effect of IR and CSL on results of operations |
358,155 |
2,047 |
(1,359,925) | |||
Breakdown of IR and CSL: |
||||||
Current IR and CSL |
(18,981) |
(48,829) |
(11,348) | |||
Tax incentives (Sudene and PAT) |
5,479 |
| ||||
Prior period CSL |
(18,186) |
(342,203) | ||||
Current IR and CSL |
(18,981) |
(61,536) |
(353,551) | |||
Deferred IR and CSL |
377,136 |
63,583 |
(1,006,374) | |||
Deferred IR and CSL |
377,136 |
63,583 |
(1,006,374) | |||
Total IR and CSL |
358,155 |
2,047 |
(1,359,925) | |||
(i) PAT – Workers’ Meal Program.
(ii) Recognition of deferred income tax and social contribution on undeductible expenses from prior periods, in particular impairment losses on industrial plants that have been shut down, for which the realization of the corresponding tax assets have become probable in 2011.
80
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
23.2 Deferred IR and CSL
(a) Breakdown of and changes in deferred IR and CSL
Deferred tax - assets |
As of December 31, 2010 |
Impact on the result / (expense) income |
Impact on the result / (decrease) increase |
Installment Program MP 470 |
Companies acquired and consolidated |
As of December 31, 2011 | ||||||
Tax losses and negative base |
505,550 |
61,836 |
(22,239) |
545,147 | ||||||||
Goodwill amortized |
117,706 |
(53,887) |
63,821 | |||||||||
Temporary adjustments |
116,459 |
125,448 |
13,878 |
255,785 | ||||||||
Adequacy Law Nos. 11,638/07 and 11,941/09 |
9,406 |
(1,427) |
(2,458) |
5,521 | ||||||||
Business combination - Quattor |
252,099 |
(13,785) |
238,314 | |||||||||
Pension plan |
29,473 |
16,131 |
45,604 | |||||||||
Deferred charges - write-off |
105,992 |
(23,040) |
|
82,952 | ||||||||
Total assets |
1,136,685 |
111,276 |
(2,458) |
(22,239) |
13,878 |
1,237,144 | ||||||
Deferred tax - liabilities |
As of December 31, 2010 |
Impact on the result / (income) expense |
Impact on the result / (increase) decrease |
Installment Program MP 470 |
Companies acquired and consolidated |
As of December 31, 2011 | ||||||
Adequacy Law Nos. 11,638/07 and 11,941/09 |
351,430 |
374,598 |
726,028 | |||||||||
Exchange variations |
645,775 |
(591,500) |
54,275 | |||||||||
Other temporary differences |
310,604 |
6,136 |
4,293 |
321,033 | ||||||||
Business combination |
707,509 |
(40,469) |
667,040 | |||||||||
Write-off negative goodwill of Cinal |
2,969 |
(594) |
2,375 | |||||||||
Additional indexation PP&E |
182,251 |
(14,031) |
168,220 | |||||||||
Total liabilities |
2,200,538 |
(265,860) |
4,293 |
1,938,971 | ||||||||
0 |
81
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b) Realization of deferred IR and CSL
December 31, |
2013 and |
2015 and |
2017 and | |||||||||
Deferred tax - assets |
Note |
2011 |
2012 |
2014 |
2016 |
thereafter | ||||||
Tax losses and negative base |
2.19 |
545,147 |
70,726 |
261,364 |
213,057 |
| ||||||
Goodwill amortized |
(i) |
63,821 |
32,387 |
21,578 |
3,650 |
6,206 | ||||||
Temporary adjustments |
(ii) |
255,785 |
87,200 |
14,292 |
11,844 |
142,449 | ||||||
Adequacy Law Nos. 11,638/07 and 11,941/09 |
|
5,521 |
5,521 | |||||||||
Business combination - Quattor |
(iii) |
238,314 |
238,314 | |||||||||
Pension plan |
(iv) |
45,604 |
45,604 | |||||||||
Deferred charges - write-off |
(v) |
82,952 |
22,893 |
38,977 |
21,082 |
| ||||||
Total assets |
1,237,144 |
213,206 |
336,211 |
249,633 |
438,094 | |||||||
December 31, |
2013 and |
2015 and |
2017 and | |||||||||
Deferred tax - liabilities |
Note |
2011 |
2012 |
2014 |
2016 |
thereafter | ||||||
Tax losses and negative base |
(vi) |
726,028 |
726,028 | |||||||||
Exchange variations |
(vii) |
54,275 |
54,275 | |||||||||
Other temporary differences |
(viii) |
321,033 |
32,097 |
64,193 |
63,808 |
160,935 | ||||||
Business combination |
(ix) |
667,040 |
40,469 |
80,938 |
80,938 |
464,695 | ||||||
Write-off negative of goodwill |
2,375 |
594 |
1,188 |
593 |
| |||||||
Additional indexation PP&E |
(x) |
168,220 |
16,232 |
32,463 |
32,463 |
87,062 | ||||||
Total liabilities |
1,938,971 |
89,392 |
178,782 |
177,802 |
1,492,995 | |||||||
Basis for recognition and realization:
(i) Book goodwill from merged investments, amortized before Law No. 11,638/07, which is controlled in the Taxable Income Assessment Book (LALUR). Realization based on the specific fiscal rule.
(ii) Book expenses that are still undeductible for determining IR and CSL and the use of which will take place in subsequent periods.
(iii) Refers to (1) tax goodwill generated in the acquisition of Quattor, and (2) amounts of contingencies recognized in the business combination of Quattor. The goodwill will be realized upon the merger of the acquired companies and of contingencies after write-offs due to settlements or reversal of the proceedings involved.
(iv) Refers to the provision of the defined benefit plan of Petros Copesul. Realization is based on the expectation of settlement or withdrawal of sponsorship of the plan.
(v) Amounts recognized on the deferred assets written-off due to the application of Law No. 11,638/07. Realization according to the application of the amortization rate used before the application of this law.
(vi) Refers to goodwill based on future profitability of merged companies that have not been amortized in the books since the application of Law No. 11,638/07 (Note 17 (a)). Realization is associated with the impairment or disposal of assets related to the goodwill.
(vii) Foreign exchange variation of assets and liabilities denominated in foreign currency accounted for under the accrual basis, which will be realized on cash basis.
(viii) Book revenues that are not yet taxable for determining income tax and social contribution and the taxation of which will take place in subsequent periods.
(ix) Refers to goodwill on property, plant and equipment and identifiable intangible assets arising from the business combinations of Quattor, Unipar and Petroquímica Triunfo, which is realized through the depreciation and amortization of these assets.
(x) Refers to the adjustment of the additional indexation of property, plant and equipment, which will be realized through the depreciation of assets.
82
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
24 Sundry provisions
Note |
2011 |
2010 | ||||
Provision for costumers bonus |
(a) |
13,577 |
21,538 | |||
Provision for recovery of environmental damages |
(b) |
36,777 |
36,282 | |||
Judicial and administrative provisions |
(c) |
266,302 |
330,807 | |||
Other |
5,067 |
6,240 | ||||
Total |
321,723 |
394,867 | ||||
In current liabilities |
23,629 |
32,602 | ||||
In non-current liabilities |
298,094 |
362,265 | ||||
Total |
321,723 |
394,867 | ||||
(a) Provision for costumer bonus
Some sales agreements of Braskem provide for a rebate, in products, should some sales volumes be achieved within the year, six-month period or three-month period, depending on the agreement. The rebate is monthly recognized in a provision, assuming that the minimum contractual amount will be achieved. As they are recognized based on contracts, the provisions are not subject to significant uncertainties with respect to their amount or settlement.
(b) Provision for recovery of environmental damages
Braskem has a provision for future expenses for the recovery of environmental damages in some of its industrial plants. The term estimated, which are measured at present value, is five years.
(c) Judicial and administrative provisions
As presented below, Braskem maintains a provision for legal and administrative proceedings against the Company, for which the chances of loss are considered probable, and tax claims against Quattor, for which the chances of loss are considered possible on April 30, 2010, date on which the control of Quattor was acquired.
Note |
2011 |
2010 | |||||
Labor claims |
(c.1) |
36,718 |
33,302 | ||||
Tax claims |
(c.2) |
||||||
Income tax and social contribution |
(i) |
27,753 |
25,021 | ||||
PIS and COFINS |
(ii) |
30,354 |
27,195 | ||||
ICMS - interstate purchases |
(iii) |
73,457 |
125,357 | ||||
ICMS - other |
(iv) |
52,518 |
47,052 | ||||
Other |
38,197 |
58,104 | |||||
Societary claims and other |
7,305 |
14,776 | |||||
266,302 |
330,807 | ||||||
83
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(c.1) Labor claims
On December 31, 2011, the Company is involved in 531 labor claims, including occupational health and security cases, in the total amount of R$ 117,722. The Company’s legal advisors estimate that the term for the termination of these types of claims in Brazil exceeds five years.
The estimates related to the outcome of proceedings and the possibility of future disbursement may change in view of new decisions in higher courts. The Company’s management believes that the chances of increasing the amount of the existing provision is remote.
The Company has a judicial deposit that will be used to settle possible unfavorable decisions (Note 12).
(c.2) Tax claims
On December 31, 2011, Braskem has recognized a provision in the amount of R$ 38,197 for claims from the Brazilian tax authorities and the chances of loss for which are considered probable. On the same date, the Company has recognized a provision in the amount of R$ 184,082 for these claims arising from the business combination of Quattor (Note 5.2) and the chances of loss for which are considered possible.
The Company’s external legal advisors believe that the estimates related to the outcome of the claims and the possibility of future disbursement may change in view of the following: (i) the Federal Supreme Court or the Superior Court of Justice deciding in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the claims involving the Company, without any disbursement or implying a disbursement lower than that assessed; and (ii) programs encouraging the payment of the debts, such as the REFIS (refinancing program) implemented at the Federal level, in favorable conditions that may lead to a disbursement that is lower than the one that is currently recognized in the provision.
On December 31, 2011, the main tax claims for which the Company maintains a provision are the following:
(i) IR and CSL
The subsidiary Braskem Petroquímica is assessed for the payment of IR and CSL on the foreign exchange variation in the account of investments in foreign subsidiaries in 2002. On December 31, 2011, the amount involved is R$ 110 million. The amount of the provision recognized is based on the estimate of disbursement made by an external legal advisor taking into consideration the case law on the matter at the administrative and judicial levels.
There is no judicial deposit or other type of guarantee for this claim and the Company’s management expects this case to be terminated by 2015.
84
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(ii) PIS and COFINS
The subsidiary Braskem Petroquímica is assessed for the payment of these taxes in many claims, such as:
· non-payment of COFINS for the period from March 1999 to December 2000, from February 2001 to March 2002, from May 2002 to July 2002 and September 2002;
· undue offset of credit arising from the additional 1% to the rate of COFINS;
· offset with credits from PIS – Decree-Laws No. 2,445 and No. 2,449;
· omission in the calculation basis of income arising from foreign exchange variations on assets, determined as a result of successive reductions in the capital of Suzanopar Petroquímica Ltda.
On December 31, 2011, the total amount involved in these claims is R$ 89 million. The amount of the provision recognized is based on the estimate of disbursement made by an external legal advisor taking into consideration the case law on the matters at the administrative and judicial levels. Guarantees were offered for these claims in the form of bank guarantee and finished products manufactured by Braskem Petroquímic, which, together, cover the amount of the claims. The Company’s management estimates that these cases should be terminated by 2020.
(iii) ICMS – interstate purchases
In 2009, the subsidiary Braskem Qpar was assessed by the Finance Department of the State of São Paulo for the payment of ICMS in view of:
· undue use of tax credits in the periods from February 2004 to August 2005, November 2005 to February 2006, and September 2006 to January 2008, arising from the bookkeeping of credits that were unduly presented in the sales invoices of products acquired from another company, since the operations were aimed at the export of the products and, as such, they would not be subject to ICMS;
· issue of invoices without registering the shipment of the goods from its facilities for storage;
· non-presentation of the tax documents requested by inspection authorities.
On December 31, 2011, the adjusted amount involved is R$ 350 million. The amount of the provision recognized is based on the estimate of disbursement made by an external legal advisor taking into consideration the case law on the matters at the administrative and judicial levels. Management estimates that this case should be terminated by 2019.
There are no assets deposited or recorded by the Company with respect to this case.
85
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(iv) ICMS – sundry violations
The subsidiary Braskem Qpar was assessed by the Finance Department of the State of São Paulo for the payment of ICMS in view of the following alleged violations:
· undue tax credit and issue of invoices in the periods between 2004 and 2005, without the effective shipment of the goods; and
· non-payment of tax in the period from 2002 and 2004 when carrying out interstate sale operations to taxpayers located in another state but the goods never left the State of São Paulo.
On December 31, 2011, the total amount involved in these claims is R$ 131 million. The amount of the provision recognized is based on the estimate of disbursement made by an external legal advisor taking into consideration the case law on the matters at the administrative and judicial levels. The Company’s management estimates that these cases should be terminated by 2020. There is no judicial asset or any other type of guarantee for these cases.
(d) Changes in provisions
The changes in provisions are as follows:
Recovery of |
|||||||||
environmental |
Legal |
||||||||
Bonus |
damage |
provisions |
Other |
Total | |||||
January 1,2009 |
18,753 |
51,168 |
75,296 |
145,217 | |||||
Additions |
18,126 |
35,784 |
15,604 |
69,514 | |||||
Write-offs through usage and payments |
(26,034) |
(29,155) |
(327) |
(55,516) | |||||
Monetary adjustment |
3,829 |
3,829 | |||||||
December 31, 2009 |
10,845 |
57,797 |
94,402 |
|
163,044 | ||||
Additions |
44,680 |
727 |
3,153 |
6,240 |
54,800 | ||||
Additions trough mergers |
233,029 |
233,029 | |||||||
Write-offs through usage and payments |
(33,987) |
(22,242) |
(3,368) |
(59,597) | |||||
Monetary adjustment |
3,591 |
3,591 | |||||||
December 31, 2010 |
21,538 |
36,282 |
330,807 |
6,240 |
394,867 | ||||
Additions |
33,452 |
16,542 |
3,539 |
3,136 |
56,669 | ||||
Write-offs through usage and payments |
(41,413) |
(16,047) |
(27,015) |
(4,867) |
(89,342) | ||||
Monetary adjustment, net |
(31,874) |
558 |
(31,316) | ||||||
Compensation |
(9,155) |
(9,155) | |||||||
December 31, 2011 |
13,577 |
36,777 |
266,302 |
5,067 |
321,723 | ||||
86
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
25 Long-term incentive
A long-term non-share-based incentive plan was approved at the Shareholders’ Meeting held in September 2005, under which the participants designated annually by management can acquire securities issued by the Company that are called “Investment Units”. The objective of the plan is, among others, to align the interests of participants in the creation of long-term value with those of shareholders, help participants develop a sense of ownership and motivate the vision and commitment of participants to long-term results.
The investment unit does not give its holder rights as a shareholder of Braskem, or any other rights or privileges that are inherent to shareholders, in particular voting rights and other political rights.
On an annual basis, the Board of Directors approves the eligible participants, the quantity of Investment Units to be issued, the percentage of the Company’s consideration for the participants’ acquisition and the number of units offered per participant. The acceptance by the participant implies cash payment of the amount attributed to the participant and the execution of the unit purchase agreement, with Braskem being responsible for issuing the respective Certificate of Investment Units.
The Investment Unit is issued in the first half of each year and its value is annually adjusted based on the average price of the Company’s class A preferred share at the closing of the trading sessions of the São Paulo Stock Exchange (BM&FBovespa) from October to March. In addition to the change in its par value, the Investment Unit yields the same as the dividend and/or interest on capital distributed by Braskem.
There are three types of Investment Units:
· unit acquired by the participant, called “Alpha”;
· unit received by the participant from Braskem as a consideration, called “Beta”;
· unit received by the participant as earnings, called “Gama”.
The Investment Unit (and its related certificate) is issued in its holder’s name and can be sold only to Braskem by means of redemption, according to the following conditions:
· as from the 5th year, after the first acquisition, the acquirer can redeem up to 20% of the accumulated balance of investment units; and
· as from the 6th year, redemption is limited to 10% of the accumulated balance.
The changes in the number and amount of Investment Units at December 31, 2011 and 2010 are as follows:
Investment unit Alpha |
Investment unit Beta | ||||||
Quantity |
Amount |
Quantity |
Amount | ||||
December 31, 2010 |
672,753 |
8,699 |
665,268 |
5,743 | |||
Conversion from IU's Gama to Alpha |
19,475 |
349 |
| ||||
Update of nominal amount |
|
4,346 |
2,002 | ||||
Redemption |
(153,250) |
(2,965) |
(153,073) |
(2,962) | |||
December 31, 2011 |
538,978 |
10,429 |
512,195 |
4,783 | |||
87
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
26 Private pension plans
The actuarial obligations relating to the pension and retirement plans are recorded in conformity with and IAS 19.
26.1 Defined contribution plans
(a) ODEPREV
The Company maintains a defined contribution plan for its employees managed by ODEPREV, a private pension plan entity created by Odebrecht. ODEPREV offers its participants, which are employees of the sponsoring companies, an optional defined contribution plan in which monthly and additional participant contributions and monthly and annual sponsor contributions are made to individual pension savings accounts.
At December 31, 2011, the number of active participants in ODEPREV totals 5,259 (2010 – 3,468). The contributions made by the Company in the year amounted to R$ 13,873 (2010 - R$ 11,315) and the contributions made by the participants amounted to R$ 39,927 (2010 - R$ 25,515). As from January 2011, the process for the integration of the employees of the subsidiaries Braskem Qpar, Braskem Petroquímica, Ripol and Quantiq in the ODEPREV plan began.
(b) Triunfo Vida
Braskem, due to the merger of Triunfo, became a sponsor of Triunfo Vida. On May 31, 2010, the Company requested to withdraw its sponsorship of this plan and the contributions were suspended in June 2010. The contributions of the Company and participants until June 2010 totaled R$ 126 and R$ 197, respectively.
In 2011, the withdrawal process followed its course with the submittal of the withdrawal documents and calculations to the regulatory agency, PREVIC – National Superintendency of Supplementary Pension Plan (“PREVIC”). As established by regulation, PREVIC is conducting a technical analysis that precedes the approval of the sponsorship withdrawal process.
The Company does not expect any additional disbursement in the withdrawal process.
88
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
26.2 Defined benefit plans
(a) PETROS - Fundação Petrobras de Seguridade Social ("PETROS")
· PETROS Copesul Plan
Braskem and part of the employees of the merged company Copesul make contributions as sponsors of PETROS in a defined benefit retirement and pension plan.
At December 31, 2011, the number of active participants in this plan totals 244 (2010 – 293). The contributions of the Company and participants were made only until 2010 and amounted to R$ 1,160 and R$ 944, respectively.
As mentioned above, the PETROS charter and applicable legislation determine that, in the event of insufficient technical reserves, both the sponsor and participants are required to contribute with additional amounts, otherwise the plan benefits will be adjusted to the available funds.
· PETROS PQU Plan
With the acquisition of Quattor in April 2010, the Company became responsible for the supplementary defined benefit pension plan called Petros PQU. Quattor had already been in the process for withdrawing its sponsorship since September 2009 when it determined the base date for the withdrawal and suspended its contributions to the plan.
In 2011, the withdrawal process followed its course with the submittal of the withdrawal documents and calculations to PREVIC and the beginning of the technical analysis that should finish with the approval of the withdrawal process. The calculation of the mathematical reserves of the participants was completed in February 2010. Due to the plan’s surplus, no provision is necessary in the Company’s financial statements.
(b) Fundação Francisco Martins Bastos – (“Francisco Martins Bastos Foundation”)
The Company, due to the merger of Ipiranga Petroquímica S.A., became a sponsor of the Francisco Martins Bastos Foundation - FFMB, a supplementary private pension entity, whose purpose is the management and execution of a defined benefit pension plan for the former employees of the Ipiranga Group.
In June 2009, the Company formally requested its withdrawal from the sponsorship of the benefit plan and related amendments as from the 30th of that month to FFMB in accordance with the provisions in the Foundation's bylaws. The calculation of the mathematical reserves of participants was completed in November 2009. In the same month, the withdrawal request was filed with PREVIC, which approved it on December 16, 2010 and, due to the plan surplus, no additional contribution was required in the settlement process.
(c) Novamont – Braskem America
On April 1, 2010, with the acquisition of Sunoco Chemicals, Braskem America became the sponsor of Novamont, which is a defined benefit plan of the employees of the plant located in the State of West Virginia.
At December 31, 2011, the number of active participants in Novamont totals 73 (2010 – 70). In 2011 and 2010, no contributions were made by the Company and participants.
89
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(d) Braskem Germany defined benefit plan
On October 3, 2011, with the acquisition of the polypropylene business from Dow Chemical, Braskem Germany became the sponsor of the defined benefit plan of the employees of the plant located in that country.
At December 31, 2011, the number of active participants totals 96. In 2011, no contributions were made by Braskem Germany and participants.
26.2.1 Breakdown and changes in the balances of defined benefit private pension plans
The amounts recognized for defined benefit pension plans are as follows:
2011 |
2010 | |||
Actuarial asset recorded with |
||||
Novamont Braskem America (i) |
|
270 | ||
|
270 | |||
Actuarial liabilities recorded with |
||||
Novamont Braskem America |
821 |
| ||
Petros |
134,506 |
110,744 | ||
Braskem Alemanha |
14,248 |
| ||
RPR |
|
12,773 | ||
149,575 |
123,517 | |||
(i) This amount is part of the balance of “other receivables” in non-current assets.
The amounts recognized in the balance sheet are as follows:
2011 |
2010 | |||
Benefit obligations |
(780,561) |
(680,010) | ||
Fair value of plan assets |
589,116 |
541,761 | ||
Funded status of the plan |
(191,445) |
(138,249) | ||
Past service cost not recognized |
4,182 |
5,939 | ||
Actuarial gains |
37,688 |
22,686 | ||
Net balance parent company and subsidiaries |
(149,575) |
(109,624) | ||
Net balance of jointly-controlled subsidiaries |
|
(13,623) | ||
Consolidated net balance |
(149,575) |
(123,247) | ||
In current asset |
|
270 | ||
In non-current liability |
(149,575) |
(123,517) | ||
(149,575) |
(123,247) |
90
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
The changes in the obligations of the defined benefit plans in the year are presented below:
2011 |
2010 |
2009 | ||||
Change in defined benefit obligations |
||||||
Balance at beginning of year |
680,010 |
563,058 |
1,155,141 | |||
Acquisition of company 26.2 (c) (d) |
13,661 |
695,302 |
||||
Current service cost |
7,309 |
77,812 |
5,423 | |||
Interest cost |
70,480 |
64,444 |
52,471 | |||
Special retirement |
278 |
|
||||
Benefits paid |
(41,379) |
(107,509) |
(30,438) | |||
Change of plan |
1,026 |
|
||||
Actuarial losses |
46,951 |
215,000 |
(27,320) | |||
Other revenue |
(41) |
|||||
Plan settlement |
(494,299) | |||||
Plan curtailment 26.2 (a) |
(828,056) |
(97,920) | ||||
Exchange variation |
|
2,225 |
||||
Balance at the end of the year |
780,561 |
680,010 |
563,058 | |||
The changes in the fair value of the benefit plan’s assets in the periods presented are as follows:
2011 |
2010 |
2009 | ||||
Change in fair value of plan assets |
||||||
Balance at beginning of the year |
541,761 |
512,143 |
1,046,500 | |||
Acquisition of company |
632 |
878,198 |
| |||
Actual return on plan assets |
83,781 |
275,440 |
110,132 | |||
Employer contributions |
|
2,526 |
6,202 | |||
Employee contributions |
2,955 |
9,180 |
6,903 | |||
Current expenses |
(35) |
(42) |
||||
Benefits paid |
(42,140) |
(107,509) |
(30,438) | |||
Plan settlement |
(524,300) | |||||
Plan curtailment |
|
(1,028,175) |
(102,856) | |||
Exchange variation |
2,162 |
|||||
Balance at the end of the year |
589,116 |
541,761 |
512,143 | |||
The amounts recognized in the income statement are:
2011 |
2010 |
2009 | ||||
Amounts recognized in the income statement |
||||||
Current service cost |
(7,309) |
(8,358) |
(14,753) | |||
Interest cost |
(70,480) |
10,037 |
(63,405) | |||
Expected return on plan assets |
54,720 |
(35,600) |
59,384 | |||
Amortization of actuarial gains |
(32) |
(153,293) |
(547) | |||
Amortization of unrecognized service cost |
(2,783) |
(2,783) |
(2,783) | |||
Employee contributions |
|
2,526 |
1,619 | |||
Charges on special retirement |
(278) |
|
||||
Plan curtailment |
|
173,117 |
21,071 | |||
(26,162) |
(14,354) |
586 | ||||
The amounts recognized in the income statement related to the changes in the defined benefit pension plans are presented in Braskem’s operating profit (loss).
91
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
The main actuarial assumptions used were the following:
Percentage (%) | ||||||||||
2011 |
2010 | |||||||||
United |
United | |||||||||
Brazil |
States |
Germany |
Brazil |
States | ||||||
Discount rate |
6.00 |
5.70 |
5.75 |
6.00 |
6.00 | |||||
Inflation rate |
4.50 |
3.00 |
n/a |
4.50 |
3.00 | |||||
Expected return on plan assets |
10.50 |
1.00 |
n/a |
10.50 |
1.00 | |||||
Rate of increase in future salary levels |
4.50 |
n/a |
3.00 |
4.50 |
n/a | |||||
Rate of increase in future pension plan |
4.50 |
n/a |
2.25 |
4.50 |
n/a | |||||
The breakdown of the plan’s net assets classified based on the fair value hierarchy is as follows:
Percentual (%) | ||||||||||||||||
2011 |
2010 | |||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total | |||||||||
Investment fund - equity |
39.41 |
39.41 |
26.73 |
26.73 | ||||||||||||
Receivables |
18.68 |
18.68 |
|
| ||||||||||||
Government debt securities |
12.78 |
12.78 |
13.11 |
13.11 | ||||||||||||
Shares |
14.17 |
14.17 |
19.34 |
19.34 | ||||||||||||
Real estate |
|
5.57 |
5.57 |
|
5.41 |
5.41 | ||||||||||
Investment fund - fixed income |
4.93 |
|
4.93 |
30.70 |
|
30.70 | ||||||||||
Debt securities |
|
1.01 |
0.47 |
1.47 |
|
1.07 |
0.01 |
1.08 | ||||||||
Other assets |
1.98 |
|
1.98 |
2.27 |
|
2.27 | ||||||||||
Loans |
|
1.02 |
1.02 |
|
1.36 |
1.36 | ||||||||||
Fair value of plan assets |
91.9 |
1.0 |
7.0 |
100.0 |
92.2 |
1.1 |
6.8 |
100.0 | ||||||||
The defined benefit plan’s assets of Petros consist mainly of National Treasury Notes (NTN), fixed-income and variable-income investment funds, variable-income funds managed by large financial institutions and investments in shares of large domestic companies.
The assets of the defined benefit plan of Novamont are composed of quotas of funds in fixed income.
The defined benefit plan of Braskem Germany is a non-contribution plan, that is, the contributions of the sponsor are managed and recorded directly by the Company and this type of plan is allowed by legislation of that country. On December 31, 2011, the balance of the fair value of the plan’s assets is only composed of contributions made by participants.
27 Advances from customers – non-current
On December 31, 2011, the balance of this account includes the advance of R$ 140,685 (US$ 75 million) made by a foreign customer for the acquisition of butadiene between February 2013 and December 2016.
92
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
28 Contingencies
The Company is a party to labor and social security, tax, civil and corporate claims for which the chances of loss was considered possible and for which no provision has been recognized, in accordance with the breakdown and estimate below:
Note |
2011 | ||
Labor claims |
(a) |
768,022 | |
Tax claims |
(b) |
3,455,777 | |
Other lawsuits |
(c) |
416,321 | |
Total |
4,640,120 | ||
(a) Labor
On December 31, 2011, the Company is involved in 1,403 indemnity and labor claims for which the chances of loss are considered possible. Among these claims are:
(a.1) In the second quarter of 2005, the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (State of Rio Grande do Sul) lodged a number of class actions claiming overtime payment. For part of these actions, for which the claims amount to R$ 86,479, the chances of a loss are considered possible. For the remaining actions in progress, for which the claims amount of R$ 641,854, the chances of a loss are considered remote.
All actions in progress are with the Superior Labor Court and Management expects them to be judged by 2013.
One of these actions was awarded a final and unappealable decision in favor of the Company.
There are judicial deposits related to these claims.
(a.2) In the third quarter of 2010, the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (State of Rio Grande do Sul) filed class actions claiming the payment of overtime referring to work breaks and integration into base salary of the remunerated weekly day-off amounting to R$ 255,048.
The proper defenses were presented for these actions and the Company, based on the opinion of the external legal advisors, does not expect losses arising from the outcome of these proceedings. The chances of loss are considered possible.
The claims are in the fact finding and appeals phase and they are expected to be granted a final and unappealable decision in the last quarter of 2013.
There are judicial deposits related to these claims.
93
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b) Tax
On December 31, 2011, the Company is involved in many proceedings with the Brazilian tax authorities and the chances of loss are considered possible based on the estimate and opinion of its external advisors.
Braskem’s external legal advisors believe that the estimates related to the outcome of the claims and the possibility of future disbursement may change in view of the following: (i) the Federal Supreme Court or the Superior Court of Justice deciding in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the claims involving the Company, without any disbursement or implying a disbursement lower than that assessed; and (ii) programs encouraging the payment of the debts, such as the REFIS (refinancing program) implemented at the Federal level, in favorable conditions that may lead to the adherence of the Company to these programs.
On December 31, the main tax contingencies are the following:
(b.1) ICMS - reduction in calculation basis
In 2010, the Company was assessed by the Finance Department of the State of Bahia for the payment of ICMS in view of the perpetration of many violations. Most of the demands are based on the fact that the Company shipped goods and reduced the tax calculation basis without having made the proportional reversal of the tax credit from the acquisitions of the goods used in the manufacturing process. On December 31, 2011, the adjusted amount involved is R$ 500 million.
The Company’s legal advisors estimate that: (i) the judicial proceeding is expected to be terminated in 2020; and (ii) in the event of an unfavorable decision to the Company, which is not expected, this contingency could be settled for up to 50% of the amount in dispute. This estimate is based on the probability of success of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
There are no assets deposited or recorded by the Company with respect to this case.
(b.2) ICMS - sundry
The Company is involved in many ICMS collection claims that became relevant because they are the subject matter of repeated assessment notices drawn up mainly by the Finance Department of the State of Bahia and Alagoas. On December 31, 2011, the adjusted amounts involved of these claims total R$ 700 million and the objects of the claims include the following matters:
· ICMS credit on the acquisition of assets that are considered by the Revenue Services as being of use and consumption. The Revenue Service understands that the asset has to be a physically integral part of the final product to give rise to a credit. Most of the products do not so, but the Judiciary branch has a precedent that says that the asset must be an integral part of the product or be consumed in the production process.
· ICMS credit arising from the acquisition of assets to be used in property, plant and equipment, which is considered by the Revenue Services as not being related to the production activity, such as laboratory materials, construction of warehouses, security equipment, etc.
· transfer of goods for an amount lower than the production cost;
94
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
· omission of the entry or shipment of goods based on physical count of inventories;
· lack of evidence that the company exported goods so that the shipment of the goods is presumably taxed for the domestic market;
· fines for the failure to register invoices;
· ICMS credit on transportation services with CIF clause without having evidence that it used the transportation service.
The Company’s legal advisors estimate that: (i) the judicial proceedings are expected to be terminated in 2020, and (ii) in the event of an unfavorable decision to the Company, which is not expected, this contingency could be settled for up to 40% of the amount in dispute. This estimate is based on the probability of success of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
There are no assets deposited or recorded by the Company with respect to these cases.
(b.3) COFINS - sundry
The Company is involved in collection actions related to COFINS in which the use, by the Company, of certain tax credits to determine and pay this tax is under discussion. These credits arise from (i) legal actions; and (ii) income tax prepayments.
On December 31, 2011, the adjusted amounts involved of these assessments total R$ 182 million.
The Company’s external legal advisors estimate that: (i) the judicial proceedings are expected to be terminated in 2018; and (ii) in the event of an unfavorable decision to the Company, which is not expected, this contingency could be settled for up to 50% of the amount in dispute. This estimate is based on the probability of success of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
The Company offered assets in guarantee that cover the amount involved in these claims.
95
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(b.4) Income tax - BEFIEX
The Company was assessed by the Federal Revenue Service for the payment of income tax for the calendar year 2001 since the existence of the negative balance declared by Braskem was questioned. The plaintiff notes that the Company determined a lower taxable income in view of the undue offset, in full, of tax losses based on the Export Special Program – BEFIEX after the period of effectiveness of the program. The use of an income tax reduction benefit of 37.5% is also being questioned but the right to such benefit has not been proved. On December 31, 2011, the adjusted amount involved is R$ 63 million.
The Company’s legal advisors estimate that: (i) the judicial proceeding is expected to be terminated in 2019, and (ii) in the event of an unfavorable decision to the Company, which is not expected, this contingency could be settled for up to 70% of the amount in dispute. This estimate is based on the probability of success of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
There are no assets deposited or recorded by the Company with respect to these cases.
(b.5) IPI – presumed credit
The Company is involved in tax assessments that question the undue use of presumed IPI credit as a way to offset the payment of PIS and COFINS levied on the acquisitions of raw materials, intermediate products and packaging material used in the industrialization of exported products. The Revenue Service understands that only the products that have been in contact with or have a direct influence on the final product provide for the right to the presumed credit. The Judicial branch understands that the products that give rise to the right to the credits are those that (i) are incorporated into the final product; or (ii) are immediately and completely consumed in the production process. On December 31, 2011, the adjusted amount involved of these assessments is R$ 90 million.
The Company’s legal advisors estimate that: (i) the judicial proceeding is expected to be terminated in 2020; and (ii) in the event of an unfavorable decision to the Company, which is not expected, this contingency could be settled for up to 60% of the amount in dispute. This estimate is based on the probability of success of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
There are no assets deposited or recorded by the Company with respect to these cases.
(c) Other court disputes involving the Company and its subsidiaries
(c.1) Civil
The Company is the defendant in civil lawsuits filed by the owner of a former distributor of caustic soda and by the shipping company that provided services to this former distributor, which, at December 31, 2011, totaled R$ 30,540. The claimants seek indemnity for damages related to the alleged non-performance of the distribution agreement by the Company. Management's evaluation, supported by the opinion of its external legal advisors who are responsible for the cases, is that the lawsuits will possibly be dismissed within a period of 8 years.
There are judicial deposits related to these claims.
96
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(c.2) Corporate
Some shareholders of preferred shares acquired with incentives filed lawsuits, originally against Copene, the former name of the Company, and against the merged companies Nitrocarbono, OPP Química, Salgema, Trikem, Polialden and Politeno. They claim a share in the profit remaining after the payment of priority dividends on the same basis as the common shareholders, in addition to the right to vote in shareholders' meetings until the distribution of dividends in the desired conditions is reestablished. The amount involved in the lawsuits for which there is a possibility of loss is R$ 14,093. Since the lawsuits are in different phases, the Company’s external legal advisors are not able to estimate when these proceedings are expected to be terminated.
There are judicial deposits related to these claims.
(c.3) Social security
The Company is a party to 85 administrative and judicial proceedings concerning social security matters, which total approximately R$ 205,684 at December 31, 2011, as adjusted by the Selic rate.
The Company's management, based on the opinion of its external legal advisors, who consider that the chances of success in all these proceedings are possible, understands that no amount is due with respect to these assessments and, for this reason, no provision was recognized to this end. The Company’s external legal advisors were not able to estimate when these proceedings are expected to be terminated. Additionally, management believes that is not possible to estimate the amount of disbursement to cover a possible unfavorable decision to the Company.
29 Equity
(a) Capital
At December 31, 2011, the Company's subscribed and paid up capital amounts to R$ 8,043,222 and comprises 801,665,617 shares with no par value divided into 451,669,063 common shares, 349,402,736 class A preferred shares, and 593,818 class B preferred shares.
The Company's Extraordinary Shareholders’ General Meeting held on February 25, 2010 approved a capital increase, regardless of changes in the bylaws, up to the limit of 1,152,937,970 shares, divided into: 535,661,731 common shares, 616,682,421 class A preferred shares and 593,818 class B preferred shares. The amount of preferred shares without voting rights or with restricted voting rights may not exceed the limit of two thirds of the Company's total capital.
On April 14, 2010, the Company's Board of Directors approved a capital increase in the form of private subscription through the issue of 259,904,311 shares, of which: 243,206,530 of which are common shares and 16,697,781 are class A preferred shares with an issue price of R$ 14.40 per share, totaling R$ 3,742,622. The amount of R$ 1,363,880 was credited to the capital reserve account and R$ 2,378,742 to the capital account, which increased from R$ 5,473,181 to R$ 7,851,923, comprising 780,832,465 shares divided into 433,668,976 common shares, 346,569,671 class A preferred shares and 593,818 class B preferred shares.
The Extraordinary General Shareholders’ Meeting held on June 18, 2010 approved the merger of Quattor shares by Braskem. This merger resulted in the issue of 18,000,087 common shares, amounting to R$ 199,356, R$ 164,744 of which was allocated to the capital account and R$ 34,612 to the capital reserve account. As a result, the Company's capital increased from R$ 7,851,923 to R$ 8,016,667.
97
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
The Extraordinary General Shareholders’ Meeting held on August 30, 2010 approved the merger of Riopol shares by Braskem. This merger resulted in the issue of 2,434,890 class A preferred shares amounting to R$ 103,087, R$ 22,285 of which was allocated to the capital account and R$ 80,802 to the capital reserve account. As a result, the Company's capital increased from R$ 8,016,667 to R$ 8,038,952.
The Extraordinary General Shareholders’ Meeting held on December 27, 2010 approved the merger of Quattor Petroquímica shares by Braskem. This merger resulted in the issue of 398,175 class A preferred shares amounting to R$ 4,270 which was allocated to the capital account. As a result, the Company's capital increased from R$ 8,038,952 to R$ 8,043,222.
(b) Share rights
Preferred shares carry no voting rights but they ensure priority, non-cumulative annual dividend of 6% of their unit value, according to profits available for distribution. The unit value of the shares is obtained through the division of capital by the total number of outstanding shares. Only class A preferred shares will have the same claim on the remaining profit as common shares and will be entitled to dividends only after the priority dividend is paid to preferred shareholders. Only class A preferred shares also have the same claim as common shares on the distribution of shares resulting from capitalization of other reserves. Only class A preferred shares can be converted into common shares upon resolution of majority voting shareholders present at a General Meeting. Class B preferred shares can be converted into class A preferred shares at any time, at the ratio of two class B preferred shares for one class A preferred share, upon a simple written request to the Company, provided that the non-transferability period provided for in specific legislation that allowed for the issue and payment of such shares with tax incentive funds has elapsed.
In the event of liquidation of the Company, class A and B preferred shares will have priority in the reimbursement of capital.
Shareholders are entitled to receive a mandatory minimum dividend of 25% on profit for the year, adjusted under Brazilian Corporate Law.
(c) Capital reserve – tax incentives
The balance of this reserve mainly comprises the income tax deduction benefit determined before the base period of 2006 (Note 32(a)). After the adoption of Laws No. 11,638/07 and 11,941/09, as from January 1, 2007, the income tax benefit started to be recorded in the income statement in the revenue reserves account as proposed by management and approved at the General Shareholders’ Meeting. Regardless of the change introduced by Laws No. 11,638/07 and 11,941/09, this tax incentive can be used only for capital increase or absorption of losses.
(d) Legal reserve
Under Brazilian Corporate Law, the Company must transfer 5% of net profit for the year, determined in accordance with the accounting practices adopted in Brazil, to a legal reserve until this reserve is equivalent to 20% of the paid-up capital. The legal reserve can be used for capital increase or absorption of losses.
98
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(e) Unrealized profit reserves
This reserve was established based on unrealized profits in accordance with items I and II, paragraph 1 of Article 197 of Law No. 6,404/76, which states that in the fiscal year that the distributable dividends exceed the amount of profits, which generated cash inflows to the Company, the General Stockholders’ Meeting may, upon proposal of the board, attribute such excess to “unrealized profit reserves”. Under the terms of the Law No 6,404/76, this reserve should only be used to (i) absorb losses; and (ii) to pay dividends.
At the end of 2011, the Company used R$ 979,048 of the balance of this reserve to (i) absorb part of the accumulated deficit of 2011, amounting to R$ 496,455; and (ii) propose the payment of dividends, amounting to R$ 482,593 (Note 29(h.2)). On December 31, 2011, the balance of this reserve is R$ 16,457.
(f) Treasury shares
The breakdown of treasury shares is as follows:
2011 |
2010 | |||
Quantity |
||||
Common shares |
411 |
411 | ||
Preferred shares class "A" (i) |
2,697,016 |
2,660,818 | ||
2,697,427 |
2,661,229 | |||
Amount (R$ thousand) |
60,217 |
59,271 | ||
(i) In the consolidated financial statements as of December 31, 2011 and 2010, the Company recorded the amount of R$ 48,892 within "treasury shares," corresponding to 1,154,758 class A preferred shares issued by Braskem and held by the subsidiary Braskem Petroquímica. These shares were received by Braskem Petroquimica as a result of the merger of Riopol shares by Braskem (Note 1 (b.1 (ix)).
On December 31, 2011, the total amount of treasury shares, calculated based on the closing trading price of BM&FBovespa, is R$34,522 (2010 – R$54,201).
In 2010 and 2011, the events that resulted in the increase of the number of treasury shares were the following:
· The Extraordinary General Shareholders’ Meeting held on August 30, 2010 approved the merger of Riopol shares by Braskem. As a result, some holders of 411 common shares of Braskem exercised their right to withdraw. The reimbursement of these shares corresponded to the carrying amount of the share in accordance with the balance sheet as of December 31, 2009 of R$ 9.15237722 per share, totaling R$ 3.
· In January 2011, the Company repurchased 36,198 class A preferred shares for the amount of R$ 946 arising from the right of non-controlling shareholders to withdraw from Braskem Petroquímica due to the merger of its shares into Braskem, which was approved by the shareholders on December 27, 2010.
99
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(g) Program for the repurchase of shares in progress
On August 26, 2011, Braskem’s Board of Directors approved a new program for the repurchase of shares to be effective between August 29, 2011 and August 28, 2012 through which the Company may acquire up to 12,162,504 class A preferred shares at market price. The shares may be acquired by the Company or financial institutions contracted for this purpose.
The program, which was approved by the Brazilian Securities Commission (“CVM”), provides that even if they are in the possession of financial institutions, the shares repurchased in the ambit of the program will not be entitled to the dividends proposed by the Company.
Until the end of the program, Braskem will acquire from the financial institutions, at market price, the shares acquired by them, which is when they will be recorded by the Company as “treasury shares”.
By December 31, 2011, 1,405,400 shares had been repurchased by financial institutions for the amount of R$ 19,830 at a weighted average cost of R$ 14.11 (minimum cost of R$ 13.26 and maximum of R$ 15.15). The average market value of these shares at December 31, 2011 is R$ 17,989.
Additionally, during the term of the program, the shares repurchased by financial institutions will be excluded from the calculation basis of earnings (loss) per share since, in essence, they are treasury shares and, for this reason, they are not subject to this calculation.
(h) Dividends proposed and appropriation of profit
Under the Company’s bylaws, profit for the year, adjusted according to Law No. 6,404/76, is appropriated as follows:
(i) 5% to a legal reserve, which must not exceed 20% of capital;
(ii) 25% to pay for mandatory, non-cumulative dividends, provided that the legal and statutory advantages of the Class A and B preferred shares are observed. When the amount of the priority dividend paid to class A and B preferred shares is equal to or higher than 25% of profit for the year calculated under Article 202 of Corporate Law, it is the full payment of the mandatory dividend. Any surplus remaining after the payment of the priority dividend will be used to:
· pay dividends to common shareholders up to the limit of the priority dividends of preferred shares;
· if there still is any surplus, distribute additional dividends to common shareholders and class A preferred shareholders so that the same amount of dividends is paid for each common share or class A preferred share.
100
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(h.1) Appropriation of profit for 2010
On April 29, 2011, the Ordinary General Shareholders’ Meeting approved the payment of dividends in the amount of R$ 665,630 (corresponding to 40% of profit adjusted for the calculation of the dividends) as from May 10, 2011, R$ 376,352 of which was made available to common shareholders and R$ 288,891 and R$ 357 to class A and B preferred shareholders, respectively. The remaining proposed and undistributed amount, of R$ 30, was reversed to retained earnings and refers to the 36,198 class A preferred shares acquired by Braskem in January 2011 as a result from the exercise of the right to withdraw by the shareholders of Braskem Petroquímica (Note 29 (f)).
Total dividends paid represent R$ 0.83324710 for common and class A preferred shares and R$ 0.601988304 for class B preferred shares, in conformity with the provisions in the Company’s bylaws.
2010 |
||
Net income for the year |
1,895,309 |
|
Realization of additional property, plant and equipment |
27,236 |
|
Prescribed dividends / others |
(2,650) |
|
Absorption of losses |
(165,703) |
|
Net income adjusted |
1,754,192 |
|
Legal reserves distribution |
(87,710) |
|
Destinantion of tax incentive reserves |
(5,347) |
|
Net income adjusted by dividends calculation |
1,661,135 |
|
Proposed dividends (*) |
(665,630) |
|
Portion allocated to unrealized profit reserves |
(995,505) |
|
Balance of retained earnings |
|
|
(*) Minimum dividends - 25% adjusted net income |
415,284 |
(i) |
Additional proposed dividends |
250,346 |
(ii) |
Total dividends |
665,630 |
|
Total proposed dividends, per share: |
||
Common shares and preferred class "A" |
0.833247140 |
|
Preferred class "B" |
0.601988304 |
|
(i) Presented in current liabilities |
||
(ii) Presented in equity, in caption "additional proposed dividends" |
||
(h.2) Result for 2011 and proposal of dividends
As provided for in the sole paragraph of Article 189 of Brazilian Corporate Law, the remaining balance of the Company’s loss for the year was absorbed by the unrealized profits reserve.
The Company’s management will propose to the Ordinary General Shareholders’ Meeting dividends in the amount of R$ 482,593, R$ 0.605085049 of which for each common and class A and B preferred share.
101
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(i) Other comprehensive income
Additional |
Deemed |
Fair value |
Foreign |
|||||||||||||
indexation of |
cost of |
Fair value |
variation of |
currency |
Gain |
|||||||||||
PP&E |
jointly-controlled |
of cash flow |
financial |
translation |
on interest |
|||||||||||
Note |
price-level |
subsidiary |
hedges |
assets |
adjustment |
in subsidiary |
Total | |||||||||
As of December 31, 2009 |
381,015 |
(67,304) |
1,127 |
314,838 | ||||||||||||
Additional indexation |
||||||||||||||||
Realization by depreciation or writte-off assets |
(41,270) |
(41,270) | ||||||||||||||
Income tax and social contribution on realization |
14,032 |
14,032 | ||||||||||||||
Cash flow hedges |
||||||||||||||||
Change in fair value |
74,561 |
74,561 | ||||||||||||||
Transfer to result |
(68,529) |
(68,529) | ||||||||||||||
Tax on fair value gains |
7,980 |
7,980 | ||||||||||||||
Available for sales investments |
(1,127) |
(1,127) | ||||||||||||||
Foreign currency translation adjustment |
(79,135) |
(79,135) | ||||||||||||||
As of December 31, 2010 |
353,777 |
(53,292) |
(79,135) |
221,350 | ||||||||||||
Additional indexation |
||||||||||||||||
Realization by depreciation or writte-off assets |
(41,267) |
(41,267) | ||||||||||||||
Income tax and social contribution on realization |
14,031 |
14,031 | ||||||||||||||
Deemed cost of jointly-controlled subsidiary |
||||||||||||||||
Deemed cost of jointly-controlled subsidiary |
22,079 |
22,079 | ||||||||||||||
Realization by depreciation or writte-off assets |
(1,394) |
(1,394) | ||||||||||||||
Income tax and social contribution on realization |
474 |
474 | ||||||||||||||
Cash flow hedges |
21.2.2 |
|||||||||||||||
Change in fair value |
(1,939) |
(1,939) | ||||||||||||||
Transfer to result |
46,973 |
46,973 | ||||||||||||||
Tax on fair value gains |
(2,458) |
(2,458) | ||||||||||||||
Gain on interest in subsidiary |
3,106 |
3,106 | ||||||||||||||
Foreign currency translation adjustment |
54,631 |
|
54,631 | |||||||||||||
As of December 31, 2011 |
326,541 |
21,159 |
(10,716) |
(24,504) |
3,106 |
315,586 | ||||||||||
102
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
30 Earnings (loss) per share
Basic earnings (loss) per share is calculated by means of the division of adjusted profit for the year attributable to the Company’s common and class A preferred shareholders by the weighted average number of these shares held by shareholders, excluding those held in treasury and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 29 (h).
Diluted earnings (loss) per share is calculated by means of the division of adjusted profit for the year attributable to the Company’s common and class A preferred shareholders by the weighted average number of these shares held by shareholders, excluding those held in treasury. Also, the weighted average number of shares is adjusted by the potential convertibility of class B preferred shares into class A preferred shares in the proportion of two to one, and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 29 (h).
The weighted average numbers per share is calculated based on the number of outstanding common and Class A preferred shares at the beginning of the period, adjusted by the number of shares repurchased or issued in the period, multiplied by a weighting time factor. The calculation of the weighted average in 2011 is shown below:
Total of outstanding shares |
Weighted average | ||||||||||||
Note |
Common shares |
Preferred shares class "A" |
Total of weighted average |
Common shares |
Preferred shares class "A" |
Total of weighted average | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
As of December 31, 2010 |
|
|
451,668,652 |
|
346,741,918 |
|
798,410,570 |
|
374,037,573 |
|
341,130,775 |
715,168,348 | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Withdrawal of shareholders of Braskem Petroquímica |
29 (f) |
|
|
|
(36,198) |
|
(36,198) |
|
|
|
(31,636) |
(31,636) | |
Repurchase of shares |
(i) |
|
|
|
(1,405,400) |
|
(1,405,400) |
|
|
|
(258,793) |
(258,793) | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
As of December 31, 2011 |
|
|
451,668,652 |
|
345,300,320 |
|
796,968,972 |
|
451,668,652 |
|
346,451,489 |
798,120,141 | |
|
|
|
|
|
|
|
|
|
|
|
|
(i) The shares repurchased in the program for the repurchase of shares by financial institutions were not considered in the calculation of earnings (loss) per share since they are not entitled to dividends (Note 29 (g)).
Class A preferred shares participate in dividends with common shares after the mandatory dividends has been attributed in accordance with the formula provided for in the Company’s bylaws, as described in Note 29(h). There is no highest limit for their participation.
103
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
As required by IAS 33, the table below show the reconciliation of profit (loss) for the period adjusted to the amounts used to calculate basic and diluted earnings (loss) per share.
2011 |
|
|
2010 |
|
2009 | |||||||
Basic |
Diluted |
Basic |
Diluted |
Basic |
Diluted | |||||||
Profit (loss) for the year attributed to Company's shareholders |
(525,142) |
|
(525,142) |
|
1,895,309 |
|
1,895,309 |
398,491 |
398,491 | |||
Dividends attributable to priority |
|
|||||||||||
Preferred share class "A" |
209,824 |
|
209,902 |
205,013 |
205,013 | |||||||
Preferred share class "A" potentially convertible |
179 |
188 | ||||||||||
(the ratio of 2 shares class "B" for each share class "A") |
||||||||||||
Preferred share class "B" |
358 |
|
375 |
|||||||||
210,182 |
210,081 |
205,389 |
205,201 | |||||||||
Distribution of 6% of the unit value of common shares |
272,411 |
272,512 |
114,872 |
114,872 | ||||||||
Distribution of plus income, by class: |
||||||||||||
Common shares |
738,859 |
738,553 |
28,947 |
28,999 | ||||||||
Preferred shares class "A" |
673,857 |
673,577 |
49,284 |
49,373 | ||||||||
Preferred share class "A" potentially convertible |
586 |
45 | ||||||||||
(the ratio of 2 shares class "B" for each share class "A") |
|
|||||||||||
(525,142) |
(525,142) |
1,412,716 |
1,412,716 |
78,230 |
78,418 | |||||||
Reconciliation of income available for distribution, by class (numerator): |
||||||||||||
Common shares |
(297,186) |
(297,076) |
1,011,270 |
1,011,065 |
143,819 |
143,871 | ||||||
Preferred shares class "A" |
(227,956) |
(227,871) |
883,681 |
883,479 |
254,297 |
254,387 | ||||||
Preferred share class "A" potentially convertible |
(195) |
765 |
233 | |||||||||
(the ratio of 2 shares class "B" for each share class "A") |
|
|
||||||||||
(525,142) |
(525,142) |
1,894,951 |
1,895,309 |
398,116 |
398,491 | |||||||
Weighted average number of shares, by class (denominator): |
||||||||||||
Common shares |
451,668,652 |
451,668,652 |
374,037,573 |
374,037,573 |
190,462,446 |
190,462,446 | ||||||
Preferred shares class "A" |
346,451,489 |
346,451,489 |
341,130,775 |
341,130,775 |
324,273,452 |
324,273,452 | ||||||
Preferred share class "A" potentially convertible |
|
|
||||||||||
(the ratio of 2 shares class "B" for each share class "A") |
296,909 |
296,909 |
296,909 | |||||||||
798,120,141 |
798,417,050 |
715,168,348 |
715,465,257 |
514,735,898 |
515,032,807 | |||||||
Earnings (loss) per share (in R$) |
||||||||||||
Common shares |
(0.6580) |
(0.6577) |
2.7037 |
2.7031 |
0.7551 |
0.7554 | ||||||
Preferred shares class "A" |
(0.6580) |
(0.6577) |
2.5904 |
2.5898 |
0.7842 |
0.7845 | ||||||
104
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
31 Net sales revenue
2011 |
2010 |
2009 | |||||
Sales revenue |
|||||||
Domestic market |
25,672,589 |
22,700,555 |
15,277,311 | ||||
Foreign market |
14,143,107 |
8,846,057 |
4,427,658 | ||||
39,815,696 |
31,546,612 |
19,704,969 | |||||
Sales deductions |
|||||||
Taxes |
(6,403,057) |
(5,897,653) |
(3,452,762) | ||||
Sales returns and other |
(236,479) |
(154,142) |
(116,137) | ||||
(6,639,536) |
(6,051,795) |
(3,568,899) | |||||
Net sales revenue |
33,176,160 |
25,494,817 |
16,136,070 | ||||
32 Tax incentives
(a) SUDENE – Income Tax
Until calendar year 2011, the Company has the right to reduce by 75% the income tax on the profit arising from the sale of basic petrochemical products and utilities produced in the Camaçari plant. The same rights apply to the three Camaçari polyethylene plants and polypropylene plant until calendar years 2011, 2012, 2013 and 2016 and to the Camaçari and Marechal Deodoro (state of Alagoas) PVC plants until 2013 and 2019, respectively.
Productions of caustic soda, chloride, ethylene dichloride and caprolactam enjoy the benefit of a 75% decrease in the income tax rate until 2012.
(b) PRODESIN - ICMS
The Company has ICMS tax incentives granted by the state of Alagoas, through the state of Alagoas Integrated Development Program - PRODESIN. These incentives are aimed at the implementation and expansion of a plant in that state and are recorded in the account “net sales revenue” in the income statement and in the account “taxes” of Note 31. In 2011, the amount of this incentive was R$ 22,683 (2010 – R$ 19,010).
(c) REINTEGRA – federal taxes
On December 14, 2011, Federal Law No. 12,546 was approved, converted from the Provisional Measure No. 540, which, among other provisions, created the program called “REINTEGRA”, aimed at the refund to exporting companies the federal taxes levied on their production chain of goods sold abroad. The refund is equivalent to 3% of the amount of export revenues and will be performed through the reimbursement in cash or of credit for offset against the federal taxes due. This program will be valid for export sales until December 31, 2012.
In December 2011, first month of effectiveness of REINTEGRA, the Company determined a credit of R$ 17,924, which is presented in the account “net sales revenue”, in the income statement and in the account “taxes” of Note 31.
105
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
33 Other operating income (expenses), net
On December 31, 2011, this account includes:
(i) loss of property, plant and equipment items and investment amounting to R$ 89,702, R$ 52,605 of which refers to the disposal of assets in the period of tests of the green PE plant;
(ii) depreciation of dormant plants, amounting to R$ 20,702.
34 Financial results
2011 |
2010 |
2009 | |||||
Financial income |
|||||||
Interest income |
268,005 |
267,357 |
182,363 | ||||
Monetary variations |
59,100 |
85,853 |
58,966 | ||||
Exchange rate variations |
423,299 |
(12,140) |
(687,069) | ||||
Other |
18,937 |
28,356 |
114,410 | ||||
769,341 |
369,426 |
(331,330) | |||||
Financial expenses |
|||||||
Interest expenses |
(990,142) |
(894,313) |
(640,343) | ||||
Monetary variations |
(301,179) |
(327,263) |
(205,272) | ||||
Exchange rate variations |
(1,659,839) |
464,608 |
2,922,947 | ||||
Update of tax and labor debts |
(235,769) |
(333,238) |
(963,425) | ||||
Tax expenses on finacial operations |
(15,640) |
(30,987) |
(33,363) | ||||
Discounts granted |
(46,756) |
(37,672) |
(142,871) | ||||
Loans transaction costs - amortization |
(21,159) |
(50,514) |
(13,102) | ||||
Adjustment to present value - appropriation |
(60,353) |
(162,104) |
(141,789) | ||||
Other |
(243,403) |
(325,466) |
(97,343) | ||||
(3,574,240) |
(1,696,949) |
685,439 | |||||
Total |
(2,804,899) |
(1,327,523) |
354,109 | ||||
2011 |
2010 |
2009 | |||||
Interest income |
|||||||
Available for sale |
|
4,437 |
7,106 | ||||
Held-for-trading |
106,775 |
193,094 |
127,924 | ||||
Loans and receivables |
96,737 |
49,025 |
33,181 | ||||
Held-to-maturity |
16,636 |
8,185 |
6,041 | ||||
220,148 |
254,741 |
174,252 | |||||
Other assets not classifiable |
47,857 |
12,616 |
8,111 | ||||
Total |
268,005 |
267,357 |
182,363 | ||||
106
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
35 Expenses by nature
The Company chose to present its expenses by function in the income statement. As required by IAS 1, the breakdown of expenses by nature is presented below:
2011 |
2010 |
2009 | |||||
Classification by nature: |
|||||||
Raw materials other inputs |
(25,198,575) |
(18,059,704) |
(10,900,495) | ||||
Personnel expenses |
(1,576,192) |
(1,273,617) |
(1,007,702) | ||||
Outsourced services |
(838,652) |
(694,487) |
(534,351) | ||||
Tax expenses |
(54,775) |
(60,222) |
(23,005) | ||||
Depreciation, amortization and depletion |
(1,683,175) |
(1,606,354) |
(1,038,061) | ||||
Variable selling expenses |
(508,065) |
(449,459) |
(377,800) | ||||
Freights |
(993,428) |
(786,353) |
(710,604) | ||||
Other expenses |
(414,027) |
(249,250) |
(248,689) | ||||
Total |
(31,266,889) |
(23,179,446) |
(14,840,707) | ||||
Classification by function: |
|||||||
Cost of products sold |
(29,317,951) |
(21,411,775) |
(13,529,696) | ||||
Selling |
(343,655) |
(383,454) |
(298,847) | ||||
Distribution |
(480,532) |
(335,510) |
(300,735) | ||||
General and administrative |
(1,025,668) |
(969,929) |
(648,310) | ||||
Research and development |
(99,083) |
(78,778) |
(63,119) | ||||
Total |
(31,266,889) |
(23,179,446) |
(14,840,707) | ||||
107
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
36 Segment information
The Company’s management determined Braskem’s operating structure based on the type of business and on the main products, markets, and production processes and identified five operating and reportable segments, four of which are production segments and one is a distribution segment. The information on the operating segments presented is that sent to the Chief Executive Officer, who is the main responsible for the Company’s decision making and allocation of funds.
On December 31, 2011, Braskem’s organizational structure comprises the following segments:
· Basic petrochemicals
This segment comprises the activities related to the production of basic petrochemicals and the supply of electric energy, steam and compressed air to second-generation producers located in the Camaçari, Triunfo, Capuava and Duque de Caxias petrochemical complexes.
· Polyolefins
This segment comprises the activities related to the production of polyethylene and polypropylene.
· Vinyls
This segment comprises the activities related to the production of PVC, caustic soda and chloride.
· Foreign businesses
This segment comprises the activities related to the production of polyethylene in the United States and Germany and Green polyethylene in Brazil. This segment was created on April 1, 2010 as a result of the acquisition of the petrochemical assets from Sunoco Chemicals, as disclosed in Note 5.3. Since October 2011, the results of the plants acquired from Dow Chemical have been added to the results of this segment, as disclosed in Note 5.5.
· Chemical distribution
This segment mainly comprises the activities related to distribution of solvents from oil, chemical intermediaries, specialty chemicals and pharmaceutical products of the subsidiary Quantiq.
· Segment restructuring
In February 2011, CADE approved the operation for the acquisition and integration of Quattor’s assets, which made possible the change in the Company’s organizational structure as from 2011. The change in relation to the previous structure, presented in the Company’s 2010 annual financial statements, in Note 28, is in the distribution of Quattor’s activities among the Basic petrochemicals and Polyolefins units. The 2010 information below was reclassified to allow comparability with the results for 2011.
Additionally, the Foreign business segment was presented as PP Americas in the financial statements for 2010.
108
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
The Company retrospectively reviews the segment information for the periods presented and evaluates and manages their performance based on the information generated from the accounting records kept in accordance with IFRS, and which are reflected in the consolidated financial statements.
The eliminations stated in the operating segment information, when compared with the consolidated balances disclosed in accordance with IFRS, are represented by sales between segments that are carried out as arm’s length sales. The reclassifications are represented mainly by results arising from the provision of services that are presented as “other operating income (expenses), net” by operating segment, and as “net sales revenue” in the consolidated financial statements.
The complete results of the subsidiaries Cetrel and Braskem Idesa and the proportional results of the jointly-controlled subsidiaries Propilsur, Polimérica and RPR are presented in Other segments.
The results of equity investments recognized in the Company’s income statement are presented in Corporate unit.
The operating segments are stated based on the results of operations, which does not include financial results, and current and deferred income tax and social contribution expenses.
In 2011 and 2010, the Company does not have any revenue arising from transactions with only one customer that is equal or superior to 10% of its total net revenues. In 2011, the most representative revenue arising from only one customer amounts to approximately 5% of total net revenue of the Company and refers to the Basic petrochemical segment.
The Company does not disclose assets per segment since this information is not presented to its chief operating decision maker.
109
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(a) Results of operations by segment
2011 | ||||||||||||||||||||||
Reporting segments |
Total |
Braskem |
||||||||||||||||||||
Basic |
International |
Chemical |
reportable |
Other |
Corporate |
consolidated |
Reclassifications/ |
Braskem | ||||||||||||||
petrochemicals |
Polyolefins |
Vinyls |
business |
distribution |
segments |
segments |
unit |
before adjustments |
Eliminations |
consolidated | ||||||||||||
Net sales revenue |
23,080,909 |
12,710,687 |
1,730,894 |
3,427,487 |
774,923 |
41,724,900 |
270,522 |
41,995,422 |
(8,819,262) |
33,176,160 | ||||||||||||
Cost of products sold |
(20,874,367) |
(11,589,552) |
(1,608,055) |
(3,276,353) |
(631,552) |
(37,979,879) |
(216,116) |
(38,195,995) |
8,878,044 |
(29,317,951) | ||||||||||||
Gross profit |
2,206,542 |
1,121,135 |
122,839 |
151,134 |
143,371 |
3,745,021 |
54,406 |
3,799,427 |
58,782 |
3,858,209 | ||||||||||||
Operating expenses |
||||||||||||||||||||||
Selling, general and distribution expenses |
(564,536) |
(818,528) |
(146,357) |
(145,396) |
(93,601) |
(1,768,418) |
(74,304) |
(7,133) |
(1,849,855) |
(1,849,855) | ||||||||||||
Results from equity investments |
(1,419) |
(1,419) |
(1,419) | |||||||||||||||||||
Other operating income (expenses), net |
(10,692) |
15,070 |
(32,126) |
(21,035) |
7,007 |
(41,776) |
40,349 |
(75,603) |
(77,030) |
(77,030) | ||||||||||||
(575,228) |
(803,458) |
(178,483) |
(166,431) |
(86,594) |
(1,810,194) |
(33,955) |
(84,155) |
(1,928,304) |
(1,928,304) | |||||||||||||
Operating profit (loss) |
1,631,314 |
317,677 |
(55,644) |
(15,297) |
56,777 |
1,934,827 |
20,451 |
(84,155) |
1,871,123 |
58,782 |
1,929,905 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 | ||
Reporting segments |
Total |
Braskem |
||||||||||||||||||||
Basic |
International |
Chemical |
reportable |
Other |
Corporate |
consolidated |
Reclassifications/ |
Braskem | ||||||||||||||
petrochemicals |
Polyolefins |
Vinyls |
business |
distribution |
segments |
segments |
unit |
before adjustments |
Eliminations |
consolidated | ||||||||||||
Net sales revenue |
17,794,560 |
11,386,539 |
1,799,335 |
1,697,843 |
777,923 |
33,456,200 |
548,246 |
34,004,446 |
(8,509,629) |
25,494,817 | ||||||||||||
Cost of products sold |
(15,516,979) |
(9,880,799) |
(1,605,930) |
(1,558,042) |
(658,464) |
(29,220,214) |
(450,333) |
(29,670,547) |
8,258,772 |
(21,411,775) | ||||||||||||
Gross profit |
2,277,581 |
1,505,740 |
193,405 |
139,801 |
119,459 |
4,235,986 |
97,913 |
4,333,899 |
(250,857) |
4,083,042 | ||||||||||||
Operating expenses |
||||||||||||||||||||||
Selling, general and distribution expenses |
(580,008) |
(645,263) |
(140,981) |
(66,966) |
(87,106) |
(1,520,324) |
(77,036) |
(91,533) |
(1,688,893) |
(1,688,893) | ||||||||||||
Results from equity investments |
20,302 |
20,302 |
20,302 | |||||||||||||||||||
Results from business combinations |
975,283 |
975,283 |
975,283 | |||||||||||||||||||
Other operating income (expenses) |
(49,511) |
(20,129) |
33 |
(20,430) |
2,737 |
(87,300) |
(258) |
(87,215) |
(174,773) |
(174,773) | ||||||||||||
(629,519) |
(665,392) |
(140,948) |
(87,396) |
(84,369) |
(1,607,624) |
(77,294) |
816,837 |
(868,081) |
(868,081) | |||||||||||||
Operating profit (loss) |
1,648,062 |
840,348 |
52,457 |
52,405 |
35,090 |
2,628,362 |
20,619 |
816,837 |
3,465,818 |
(250,857) |
3,214,961 | |||||||||||
110
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
2009 | ||||||||||||||||||||
Reporting segments |
Total |
Braskem |
||||||||||||||||||
Basic |
Chemical |
reportable |
Other |
Corporate |
consolidated |
Reclassifications/ |
Braskem | |||||||||||||
petrochemicals |
Polyolefins |
Vinyls |
distribution |
segments |
segments |
unit |
before adjustments |
Eliminations |
consolidated | |||||||||||
Net sales revenue |
11,325,387 |
7,412,389 |
1,613,377 |
567,163 |
20,918,316 |
551,839 |
21,470,155 |
(5,334,085) |
16,136,070 | |||||||||||
Cost of products sold |
(9,861,077) |
(6,674,781) |
(1,580,557) |
(488,479) |
(18,604,894) |
(491,208) |
(19,096,102) |
5,566,406 |
(13,529,696) | |||||||||||
Gross profit |
1,464,310 |
737,608 |
32,820 |
78,684 |
2,313,422 |
60,631 |
2,374,053 |
232,321 |
2,606,374 | |||||||||||
Operating expenses |
||||||||||||||||||||
Selling, general and distribution expenses |
(379,221) |
(583,718) |
(153,813) |
(60,498) |
(1,177,250) |
(60,459) |
(10,183) |
(1,247,892) |
(1,247,892) | |||||||||||
Results from equity investments |
3,188 |
3,188 |
3,188 | |||||||||||||||||
Gain on business combination |
102,051 |
102,051 |
102,051 | |||||||||||||||||
Other operating income (expenses), net |
61,256 |
6,343 |
13,564 |
1,298 |
82,461 |
2,228 |
(144,103) |
(59,414) |
(59,414) | |||||||||||
(317,965) |
(577,375) |
(140,249) |
(59,200) |
(1,094,789) |
(58,231) |
(49,047) |
(1,202,067) |
(1,202,067) | ||||||||||||
Operating profit (loss) |
1,146,345 |
160,233 |
(107,429) |
19,484 |
1,218,633 |
2,400 |
(49,047) |
1,171,986 |
232,321 |
1,404,307 | ||||||||||
(b) Net sales revenue per country
Net sales revenue | ||||||
2011 |
2010 |
2009 | ||||
Headquarter - Brazil |
19,033,053 |
16,648,760 |
12,711,161 | |||
United States |
5,032,359 |
3,251,863 |
848,346 | |||
Switzerland |
2,574,025 |
999,932 |
347,811 | |||
Argentina |
1,058,825 |
1,243,790 |
544,621 | |||
Netherlands |
862,310 |
413,148 |
200,891 | |||
Mexico |
765,834 |
284,985 |
196,660 | |||
Barbados |
742,183 |
531,833 |
60,942 | |||
United Kingdom |
434,930 |
376,652 |
165,925 | |||
Spain |
309,616 |
50,435 |
50,897 | |||
Colombia |
302,180 |
304,466 |
108,149 | |||
Uruguay |
225,832 |
108,656 |
71,650 | |||
Chile |
183,715 |
116,084 |
86,183 | |||
Italy |
159,084 |
42,425 |
38,652 | |||
Germany |
134,363 |
655 |
4,885 | |||
Portugal |
106,463 |
45,923 |
46,828 | |||
Singapore |
90,206 |
141,558 |
186,102 | |||
Paraguay |
88,011 |
62,592 |
49,221 | |||
China |
85,482 |
40,598 |
65,435 | |||
Bolivia |
75,482 |
44,625 |
38,482 | |||
Belgium |
34,272 |
|
11,920 | |||
Turkey |
|
7,410 |
||||
Other |
877,935 |
778,427 |
301,309 | |||
33,176,160 |
25,494,817 |
16,136,070 | ||||
111
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
(c) Net sales revenue per product
Net sales revenue per product | ||||||
2011 |
2010 |
2009 | ||||
PE/PP |
15,994,515 |
13,084,382 |
7,136,641 | |||
Naphtha, condensate and crude oil |
4,356,086 |
1,966,242 |
839,923 | |||
Ethylene, Propylene |
2,237,711 |
1,956,721 |
1,481,487 | |||
Benzene, toluene and xylene |
2,014,110 |
1,872,807 |
1,492,994 | |||
PVC/Caustic Soda/EDC |
1,730,894 |
1,799,335 |
1,560,894 | |||
ETBE/Gasoline |
1,557,080 |
1,285,521 |
944,127 | |||
Butadiene |
1,547,222 |
1,016,795 |
437,181 | |||
Chemical distribution |
774,923 |
777,923 |
567,163 | |||
Cumene |
690,170 |
391,966 |
||||
Solvents |
274,991 |
284,761 |
209,850 | |||
Other |
1,998,458 |
1,058,364 |
1,465,810 | |||
33,176,160 |
25,494,817 |
16,136,070 | ||||
112
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
37 Insurance coverage
Braskem, according to the policy approved by the Board of Directors, maintains a broad risk and insurance management program. Specifically in the risk management area, the risk and procedure assessment practices are applied in all companies, in Brazil and abroad, including the acquisition for the period, following the principles adopted by Braskem.
On March 30, 2011, Riopol’s assets were included in Braskem’s insurance program.
In October 2011, the entire All Risks program of Braskem was renewed and the polypropylene operations acquired from Dow Chemical were included in the insurance program of the “Foreign Businesses” segment.
The all-risk insurance policies of Braskem, which include all assets in Brazil and abroad, have maximum indemnity limits established based on the amounts of maximum possible loss that are deemed sufficient to cover possible claims in view of the nature of the Company’s activities and based on the guidance of its insurance consultants.
The information on the all-risk policies in effect is presented below:
Effectiveness |
Maximum indemnity limit |
Amount insured | |||||||
Maturity |
(in days) |
US$ million |
US$ million | ||||||
Braskem |
April 8, 2013 |
548 |
2,000 |
27,340 | |||||
Braskem America and Braskem Alemanha |
September 30, 2012 |
366 |
500 |
2,438 | |||||
Quantiq |
May 30, 2012 |
366 |
55 |
79 | |||||
Total |
29,857 | ||||||||
Additionally, the Company contracted civil liability, transportation, sundry risk and vehicle insurance. The risk assumptions adopted are not part of the audit scope and, therefore, were not subject to review by our independent accountants.
113
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
38 Changes in investments in subsidiaries and associates – cash flow - 2010
(a) 2011
Due to the consolidation of Cetrel as from 2011, the balance of cash and cash equivalents presented in the consolidated statement of cash flows for the beginning of the period (January 1, 2011) was increased by the amount of R$ 73,805, which corresponds to the amount of cash and cash equivalents of Cetrel on that date.
(b) 2010
Amount |
Cash |
Net | ||||||
Acquired companies |
Note |
paid |
acquired |
Amount | ||||
Quattor (consolidated) |
1 (b.1 (iv)) |
(659,454) |
413,847 |
(245,607) | ||||
PP America |
1 (b.2) |
(620,837) |
(620,837) | |||||
Unipar Comercial |
1 (b.1 (v)) |
(27,104) |
1,857 |
(25,247) | ||||
Polibutenos |
1 (b.1 (v)) |
(44,844) |
2,479 |
(42,365) | ||||
Cetrel |
(5,371) |
(5,371) | ||||||
(1,357,610) |
418,183 |
(939,427) | ||||||
Operations related to investments that did not affect cash in 2010
(i) Acquisition of 15% of Riopol’s capital from BNDESPAR with payment in installments (Note 18).
(ii) Merger of shares corresponding to 9.02% of Riopol’s capital by means of the delivery of Braskem shares.
(iii) Acquisition of shares of Quattor Petroquímica by means of the delivery of Braskem shares.
(iv) Merger of shares corresponding to 40% of Quattor’s capital by means of the delivery of Braskem shares to Petrobras.
114
Braskem S.A.
Notes to the financial statements
at December 31, 2011
All amounts in thousands of reais unless otherwise stated
39 Subsequent events
(a) Partial spin-off of BRK and merger of Petroquisa
On January 27, 2012, the controlling shareholder of Braskem was proportionally spun-off. In this spin-off, part of the shares issued by Braskem and which were held by BRK were delivered to Petrobras. BRK became a wholly-owned subsidiary of OSP and kept the shares that are equivalent to 50.11% and 28.23% of the voting and total capital of Braskem, respectively. On the same date, the merger of Petroquisa into Petrobras was approved and Petrobras became the holder of 47.03% and 35.95% of the voting and total capital of Braskem.
(b) On February 8, 2012, CADE approved the acquisition by Braskem of the units acquired from Dow Chemical located in the United States and Germany (Note 5.5).
(c) On February 28, 2012, the Extraordinary General Shareholders’ Meeting approved the merger of Ideom into the Company.
(b) Braskem completed the following issues of bonds: (i) US$ 250 million, on February 2, 2012, related to the additional issue to the issue Braskem Finance performed in April 2011 in the amount of US$ 750 million (Note 19(a)); and (ii) US$ 250 million on February 14, 2012, related to the additional issue to the issue of perpetual bonds Braskem Finance performed in October 2010, in the amount of US$ 700 million (Note 19(a)).
115
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 15, 2012
BRASKEM S.A. | |||
By: | /s/ Marcela Aparecida Drehmer Andrade | ||
| |||
Name: | Marcela Aparecida Drehmer Andrade | ||
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.